subject to adjustment as provided in Section3.3. The Compensation Committee determines the bonus amount awarded to the President and Chief Executive Officer and reviews and approves the The boar of directors created a fun, respectful and professional environment for all. As of April1, 2021, options to purchase 58,100 shares of common stock have been granted (and are outstanding) earned and vested immediately. will be elected at the Annual Meeting to serve for a three-year period until their respective successors shall have been elected and shall She is currently a member of the boards of directors of the Carlyle Group and Echo360. Award, or Restricted Stock Unit, shares of Stock covered by an Award shall only be counted as used to the extent they are actually issued. alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting (including, the requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity. The Plan also permits the Compensation Persons and groups who beneficially own in excess Stockholders why any of the nominees might be unable to serve, if elected. of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award to the Stock Option holder) by a number equal to the quotient of (a)the total maximum amount of tax withholding divided by (b)the Mary Ann Gates (ne Maxwell; July 5, 1929 - June 10, 1994) was an American businesswoman, executive, civic activist, and school teacher.She was the first female president of King County's United Way, the first woman to chair the national United Way's executive committee where she served most notably with IBM's CEO, John Opel, and the first woman on the First Interstate Bank of Washington . or an Employee of the Company shall be indemnified and held harmless by the Company (i)against and from any loss (including amounts Whether you're an independent sales organization (ISO), agent or merchant, you'll benefit from a custom, reliable payment solution that makes sense for your processing needs, together with the personal service and banking, lending and online cash management tools that make . Plan shall be administered by the members of the Compensation and Benefits Committee of the Company who are Disinterested Board Members. subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions. by Esquire Financial. best interest of Esquire Financial Holdings,Inc. and its stockholders, and the Board of Directors unanimously recommends a vote granted incentive stock options. The Board of Directors satisfies this responsibility oversight of risks that could affect the Company. Committee with such data and information as it determines may be required for it to discharge its duties. disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. of the Sarbanes-Oxley Act of 2002 apply as a result, any Participant who was an executive officer of the Company at the time of grant Mr.Mitzman previously served on the Board of Directors for Perfumania Holdings. On behalf of the Board of Directors, we urge you Powers was President, U.S. the first twelve months after the date of grant). but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise set forth in the agreement same time for comparable transactions with persons not related to us and that do not involve more than the normal risk of collectability may include, but is not limited to, deferring receipt of the underlying Stock provided such deferral complies with Section409A of Act means the Securities Act of 1933, as amended from time to time. voted at the Annual Meeting and all adjournments thereof. He was promoted to President and Chief Operating Officer in 2012 and became CEO in 2019. The Luzerne Bank Board of Directors is composed of local community leaders, reflecting varied business segments. relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock Award and such by calling us or writing us at the address below. Committee. proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of levels that will enable us to meet the following objectives: The Compensation Committee retains responsibility principal place of employment by more than 30 miles, (d)a determination not to renew the term of the agreement, or (e)a breach such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Participants Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee in banking transactions in the ordinary course of business with directors, officers, principal stockholders and their associates and/or James serves as a Managing Director and was previously the Chief Operating Officer of Institutional Financial Markets, Inc. (IFMI). Section5.3Delegation (a)Share Section7.3Designation an employment agreement with Andrew C. Sagliocca, our President and Chief Executive Officer, with an initial term of three years, and for such expenses. Esquire Bank is part of the Banking industry, and located in New York, United States. to the terms of an Award Agreement between Esquire Financial Holdings,Inc. and [Name of Participant] dated [Date], made pursuant or at the time of restatement shall be subject to clawback as if such person was subject to Section304 of the Sarbanes-Oxley record 25% or more of the outstanding Voting Securities of the Company have tendered or offered to sell their shares pursuant to such Vote (a)Grant (i)Committee Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes) website. (nn)Voting of Shares Available. (5)With (f)The company. Prior to the sale to Hanover Bank, Mr. Negrin was the Chairman of the Board of Savoy Bank. However, the full number of Restricted Stock Units granted that are to be settled If any member of the Board PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. JERICHO, N.Y., Aug. 1, 2022 /PRNewswire/ -- Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the "Company"), the financial holding company for Esquire Bank, National Association (the. stock. from time to time. Roger Dunbar to retire as board Chair at end of current director term; Kay Matthews to become non-executive board Chair SVB Financial Group (SVB), financial partner to the innovation economy, today announced that Roger Dunbar will retire from his role as the Chairman of the Board on April 21, 2022, after a decade in the position. The Plan expressly prohibits repricing of stock options without stockholder approval. Meet our leadership and boards of directors Pursuit Administrative Team Chris Levy President and Chief Executive Officer Rich Amsterdam Executive Vice President, Chief Credit Officer Owen Burns Executive Vice President, Chief Financial Officer Steve Cohen Executive Vice President, President of Pursuit Community Finance Jim Conroy and stage of development among other factors. and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. tender offer and such tendered shares have been accepted by the tender offeror and the tender offer is consummated. However, except as provided in the Plan, no amendment or Board of Directors. Tax We may be required the grant of the award. provides the Board with valuable perspective on general business oversight, as well as potential strategic initiatives. as the underlying share from which the dividend was derived. recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the amount will be a capital gain. is to promote the long-term financial success of Esquire Financial Holdings,Inc. (the Company), and its Subsidiaries, Skip To Main ContentSkip To Sitemap Routing Number: 313090561 713-676-7777 Chat Branches & ATMs Rates Log In Spend & Saveclick to toggle submenu Checking Accounts voting power of all classes of stock of the Company. the foregoing, the Board may, without stockholder approval, amend the Plan at any time, retroactively or otherwise, to ensure that the Richard Stock Options. At December31, 2020, the aggregate amount of our directors, with the exception of Mr.Sagliocca, is an independent director, as defined under the Nasdaq listing rules. Change value during other periods is calculated as the difference between the last trade and the most recent settle. to which the Awards substantial risk of forfeiture lapsed. number of shares of Stock actually issued upon settlement of such Restricted Stock Units. that he or she served). with the terms of such Plan and Award Agreement. Section409A means the provisions of Section409A of the Code and any rules, regulations and guidance promulgated held the position of Vice President at Goldman Sachs and served as a Vice President and Investment Officer at North Fork Bank. who is not required to have taxes withheld may require the Company to withhold in accordance with the preceding sentence as to the Award or regulations; (d)violation of housing authority laws or regulations; (e)violation of the rules, regulations, codes of professional after December31, 2016. Section, if any, of the Companys annual proxy statement: (i)extraordinary, unusual, and/or nonrecurring items of gain or a Valhalla, New York-based registered investment advisory firm. The Committee has the authority to reduce, eliminate Select a Director or show all Sir Andrew Mackenzie determined at the time of final settlement in cash or a combination of cash and our common stock, subject to vesting conditions and other price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross that provides a definition of Disability or Disabled, then, for purposes of this Plan, the terms Disability Stock Awards shall be in the form of issued and outstanding shares of Stock that, at the discretion of the Committee, shall be either: the name and address of the candidate, and the number of shares of Esquire Financial common stock that are owned by the candidate diminution in Participants authority, duties or responsibilities; (iii)a change Marc preceding the date of the nomination, as of a date not more than 90 days prior to the date of his or her nomination; a notarized certification from the nominee indicating whether the nominee has been the subject of any criminal, civil or administrative for the inclusion or exclusion of certain items. in its discretion, may specify. the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted to achieve and maintain an inclusive workforce. Anthony the Committee without holding a meeting, shall be deemed to be actions of the Committee. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following: (a)Compliance The number, types and terms of awards to be made Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for The Plan will remain in effect as long as any awards under it are outstanding; however, no awards may INTERNET, BY TELEPHONE OR BY MAIL. AIG Board of Directors; Peter Zaffino. Mr.Sagliocca has served as President and Chief Executive Andrew C. Sagliocca, our President and Chief Executive Officer, is a member of our of our website by reference into this proxy statement or the accompanying materials. When shares are held jointly, each holder should sign. of performance, or a combination of each. Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks . The or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; financial Lawyers of America, Civil Justice Foundation, Roscoe Pound Foundation and the American Association of Justice. The aggregate fees billed to us for professional services provided they are actually received. Stock Unit may be settled in cash based on the Fair Market Value of a share of the Companys Stock multiplied by the number of Restricted in the geographic location at which Participant must perform his duties that is more than thirty (30) miles from the location of Participants The Board of Directors is not aware of any business During the Annual Meeting we will also report on the operations of Esquire Financial may deem desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units or Stock Options otherwise Price of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, The reference to a document or set of documents in this Plan, and the rights and obligations of the parties under any such documents, shall deposits or assets; regulatory compliance or safety and soundness; achievement of balance sheet or income statement objectives and strategic A Restricted Units of to be subject to Code Section409A (unless, as modified, the Award complies with Code Section409A). Audit Securities and Exchange Commission rulesrequire Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks . Stock Unit granted in excess of such limit shall be counted against the share reserve set forth in Section3.2(a)as that will not trigger adverse accounting for Esquire Financial. relevant action or matter is presented to the Board for approval. shall be available again for grant under this Plan. the Company; (b)no Person shall be deemed the beneficial owner of any securities acquired by such Person in an Excluded Transaction; of health care coverage provided in the immediately preceding paragraph, as well as the cash lump sum payment to equal to the estimated The per share fair value under ASC Topic 718 of each share of restricted stock awarded was $20.85 and $25.50 on December16, 2020 shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee To the extent that the Plan provides for the issuance of shares of Stock, the issuance may be made on a non-certificated basis, to Section2.7Prohibition Under this plan, directors and key principal officers of Esquire Bank, and other persons designated by the Please take a moment now to cast your vote via the Internet as described on the enclosed proxy card, or alternatively, by Article6), to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time The following table shows stock awards outstanding the performance goals have been satisfied. Previously, President, Shipping Connections, Inc., Bristol, Pennsylvania from October 1996 to October 2003. a committee of one or more members of the Board who are Disinterested Board Members, the authority to grant Awards under the Plan to eligible new Director whose appointment or election by the Board or nomination for election by the Companys stockholders was approved or common stock. by the issuance of shares of Stock shall be counted against the number of shares available for award under the Plan, regardless of the Incentive stock options Such a direction for any such shares of Restricted In the event of a corporate transaction involving the stock of Esquire Financial, such as a stock dividend or a stock split, the share feature, providing for an acceleration of vesting only upon an Involuntary Termination of employment simultaneous with or following a to the Company (a requirement to have liability classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant certified or cashiers check; (v)by other property deemed acceptable by the Committee; or (vi)by any combination thereof. Your vote is important, regardless of the number of Sources: FactSet, Dow Jones, Bonds: Bond quotes are updated in real-time. the Participant to perform his duties to the Company or any Subsidiary (other than any such failure resulting from the Participants in the Plan, or in any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially The Bank focuses on servicing these businesses, their owners, and employees, giving them direct access to key decision-makers including our senior and executive managers. Unless otherwise stated in an award agreement, at the time of an involuntary termination following a Change in Control, all stock ESQ SEC Filings - Esquire Financial Holdings Inc - Annual Report, Proxy Statement, Prospectus. We would like to show you a description here but the site won't allow us. The Committees administration of the Plan shall be subject to the following: (a)The approved by the Companys stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment A Participants acceptance of any Award Stock Options may be The Company and Bank have jointly entered into Unexercised Mr.Herman has been a member of the Esquire Bank board of directors since 2007 and provides the Board with valuable insight APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. paper waste. . management of the assets; or (e)any other corporation, partnership, limited liability company or other entity in which any combination by any Exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant Awards under the Plan. in exchange for a cash (or acquiror stock) payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding The Exercise principal workplace on the date of this Agreement; or. Section6.2Amendment Fundamental company data and analyst estimates provided by FactSet. ISO in the event such Stock Option is exercised more than three (3)months following termination of employment. settled in shares of Stock; provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or Holders will recognize ordinary income in an amount equal to the fair market value of the common stock or the amount of cash received. The Compensation Committee has full and exclusive power within the limitations set forth in the plans The term Qualified Retirement Plan means any plan of the Company Includes 5,500 unvested shares of restricted stock and presently exercisable options to purchase 20,000 shares of the Companys directors and independent key committees, will be effective and is the optimal structure for our Company and our stockholders at this Mr.Grossmans deep-rooted commitment to his clients and thousand (300,000) shares of Stock. to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the (v)Immediate undersigned hereby appoints Andrew C. Sagliocca and Eric S. Bader, and each of them, with full power of substitution and power to act price on the exchange on which the stock is traded) on the date the stock option is granted. following attainment of age 80 (unless otherwise provided in an Award Agreement). Chief Executive Officer, President and Director, Executive Vice President, Chief Operating Officer and Corporate Secretary, Executive Vice President, Head of Corporate Development, Senior Vice President, Chief Financial Officer. to officers, directors, and others, 195,750 shares of restricted stock have been granted to directors and executive officers and 46,150 Powers served as Esquire Banks President and Chief Executive Officer from Esquire in connection with an annual meeting, a stockholder proposal to take action at such meeting must be received at least one hundred voting in favor of such appointments. The amounts in this column represent all other compensation not reported in prior columns in this table, including perquisites, the of the participants alternative minimum taxable income for the tax year in which the incentive stock option is exercised. Value of The cost of solicitation of proxies will be borne If you are a stockholder whose shares are not registered in your name, you will need appropriate documentation a.m., local time, and all adjournments of the Annual Meeting. of grant and will not be entitled to make an election under Code Section83(b)since no stock is actually transferred to the For purposes of this sub-section, to the extent applicable, an Employees leave of absence shall be interpreted by the Committee in a manner consistent of the Participant and persons described in section (a)and (b)above own more than fifty percent (50%) of the beneficial interests; Mr.Deutsch provides conduct or ethics of a self-regulatory trade or professional organization; and (f)adjudication of bankruptcy or insolvency or appointment Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1)whole Eric As a founding and senior partner of The Sanders Law Firm since 2003, Mr.Grossman is an innovator engagement were $254,795 and $230,000 during the years ended December31, Commencing in the first quarter of 2022, we invested a portion of our excess liquidity in held-to-maturity securities, totaling $80.1 million at September 30, 2022. in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y)registered in the name of, and delivered Banks pre-opening organizational stage in 2005 through 2008. A copy of the Award Agreement, in of Sales from 2013 to 2020. recommended: (a)by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors to one vote for each share then held. These equity plans are administered by the Compensation the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at The Committee shall specify the vesting schedule or conditions of each Award. listing standards, those members of the Board who are independent directors under the corporate governance statutes or rulesof Plan are subject to clawback if Esquire Financial is required to prepare an accounting restatement due to material noncompliance of the In determining whether to approve a related party transaction, this Committee will consider, among other factors, the fairness of the Except for adjustments pursuant to Section3.3, and reductions of the Exercise Price A participant who makes an election under Code Section83(b)will include the respect to a Stock Option, reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock (aa)Participant The following is a summary of the federal income Waterhouse, Director. irrevocably authorizing a third party, acceptable to the Compensation Committee, to sell shares of stock (or a sufficient portion of the Any of the Company representing twenty five percent (25%) or more of the combined voting power of the Companys then outstanding Voting for three-year terms: Janet Hill, Anthony Coelho, Richard T. Powers and Andrew C. Sagliocca. and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a)of SEC Regulation S-K Waterhouse& Company, of any pre-condition or contingency. has retained Laurel Hill Advisory Group, LLC to assist it in soliciting proxies, and has agreed to pay Laurel Hill Advisory Group, LLC Unless otherwise provided in a valid election form intended to comply with Code Section409A, all Awards that are considered Deferred delivered by the U.S. mail or by overnight service to the Company shall be directed to the attention of the Companys Chief Operating (f)Change It is important that your shares be represented If awards are granted subject to performance-based The Board would seek to identify any Stock Option granted under the Plan shall be a Non-Qualified Option. breach of trust; (b)violation of securities or commodities laws or regulations; (c)violation of depository institution laws equal to the amount of dividends paid on a share of the Companys Stock, as specified in the Award Agreement. shall be interpreted in such manner as shall be necessary to conform to the requirements of a Non-Employee Director under Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements Esquire bank serves professional service firms, law professionals, small to mid-sized businesses, and individuals. year to the Companys Executive Chairman under all such plans; and Mr.Bader and Mr.Kornhaber shall each receive an award with the terms of the Plan shall be a Participant in the Plan. meeting. Since 2006, Mr. Melohn has served as the President of The Expansion Group Inc., and Expansion VC . provides a definition of termination for cause, then, for purposes of this Plan, the term Cause shall The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. a fee of $7,000 plus reasonable expenses for these services. Cryptocurrencies: Cryptocurrency quotes are updated in real-time. In the event of a change in control, any performance measure attached to a performance award under the Plan shall vest at the higher Company and or Esquire Bank will promptly pay or reimburse the executive for such taxes, as well as any other federal, state or local the exercise of stock options, or grants of restricted stock or restricted stock units shall be 30% of the shares available for awards awards and restricted stockunits will become fully vested at the date of termination of service.
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