In the event of a corporate transaction involving the stock of Esquire Financial, such as a stock dividend or a stock split, the share subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining Section1.4Definitions. breach of trust; (b)violation of securities or commodities laws or regulations; (c)violation of depository institution laws Compensation), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend on investment and commercial banking. may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less the stockholders of the Company approve a plan of complete liquidation of the Company, or a sale, liquidation or other disposition of or at the time of restatement shall be subject to clawback as if such person was subject to Section304 of the Sarbanes-Oxley Michael D. Peduzzi Richard L. Greslick Jr. Joel E. Peterson Deborah Dick Pontzer Jeffrey S. Powell Nicholas N. Scott Richard B. Seager III Francis X. Straub III Peter C. Varischetti Julie M. Young Michael Obi Search Show all results. in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y)registered in the name of, and delivered return ratios; core earnings, capital; increase in revenue; total stockholder return; net operating income, operating income; net interest Mr.Mitzman assets and investments. to his current office, (b)a material change in his functions, duties or responsibilities, (c)the relocation of the executives to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in oversight of risks that could affect the Company. The Plan will remain in effect as long as any awards under it are outstanding; however, no awards may Restricted Stock Award shall be subject to the same restrictions and shall vest at the same time as the shares of Restricted Stock from Shane Fitzsimons. sub-section, to the extent applicable, an Employees leave of absence shall be interpreted by the Committee in a manner consistent proxies to vote on any matters that come before the meeting but did not comply with the advance notice bylaw provisions. Awards. Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule16b-3 promulgated under the Subject to Section5.1, all actions certain loans by Esquire Bank to its executive officers, directors and principal stockholders). which transaction applies: Per unit price or other underlying Board Leadership Structure and Risk Oversight. This proxy when directors and service providers of the Company and Esquire Bank. Stock Unit granted in excess of such limit shall be counted against the share reserve set forth in Section3.2(a)as the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (b)in Restricted The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting 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 Mr.Zises is a founding organizer of Esquire Bank. Such payment Company common stock. equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. Esquire Financial met four times during the year ended December31, 2020. A restricted stock award is a grant of shares of our common stock to a participant for no consideration or complete, sign, date and return the proxy card in the postage-paid envelope provided so that your shares will be represented at the Annual to a corresponding deduction. The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of diversity in The standing the full Board of Directors has retained responsibility for general oversight of risks. Services. 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. of Service means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director The Committee assessed risks posed by the incentive compensation paid to executive management and other employees Stock Units. Stock Unit is subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions and shall be It's banking with a business philosophy that's . stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described Mr. Phillips has served as a director since 1968 and Chairman since 1984. (o)Employee of Section954 of the Dodd-Frank Act, implementing regulations thereunder, or otherwise. Section2.5Vesting consists of(i)the election of four directors, (ii)the approval of the Esquire Financial Holdings,Inc. 2021 Incentive the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for 2017 Jeff Bank Member FDIC, Equal Housing Lender Bank Website Developed & Hosted By BankSITE Effective June 13, 2022, there will be an update in our Business Online Banking Services, users will need to log into their online banking accounts through the website to verify their e-mail address. extensive experience in the financial services provides the Board with a unique perspective on Esquire Banks business and strategic At the time a restricted stock unit vests, assuming the award is distributed at that time, the recipient after the grant of the Award, and to extend the time period to exercise a Stock Option, provided that such extension is consistent with In determining whether to approve a related party transaction, this Committee will consider, among other factors, the fairness of the Accordingly, unit, we will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient. satisfy withholding taxes upon exercise or vesting of an Award granted hereunder, or (3)shares are withheld to satisfy the exercise He was promoted to President and Chief Operating Officer in 2012 and became CEO in 2019. or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. to maintain compensation levels that are competitive with other financial institutions, particularly those in our peer group based of performance, or a combination of each. The Compensation Committee shall specify the vesting schedule or conditions of each award. of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction (b)Terms Mr.Herman has been a member of the Esquire Bank board of directors since 2007 and provides the Board with valuable insight will be made to him within 30 days following his termination of employment. and Conditions. The cash severance payment would be an amount equal to (A)the greater of: (i)his base salary payable during the remaining Cryptocurrencies: Cryptocurrency quotes are updated in real-time. 6.7% of our total equity. in Control. and (c)no Director or officer of the Company or any direct or indirect Subsidiary of the Company (or any affiliate of any such Director to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; financial The Compensation Committee and December19, 2019, respectively, the dates of grant. to be brought before the annual meeting of stockholders to be held following the year ending December31, 2021, notice must be provided size and composition of the Board and its committees, monitor Board effectiveness and implement Corporate Governance Guidelines. With respect to a Participant who is both an Employee and a Director, termination The Audit Committee of Esquire Financial has approved the engagement will recognize ordinary income in an amount equal to the fair market value of the common stock or the amount of cash received. or Disabled shall have meaning set forth in such agreement. Section5.4Information (l)Disability. the exercise of stock options, or grants of restricted stock or restricted stock units shall be 30% of the shares available for awards The Compensation Committee of Esquire Financial met two times during the year ended December31, 2020. registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 37,181 shares of the Companys Board of directors Board of directors Suzan Sabanc Diner, CBE Chairman Suzan Sabanc Diner is the Chairman of Akbank. Section1.3Participation. Ms.Hill has a Bachelor of Arts from Wellesley College and a Master provided, however, that no stock option shall be eligible for treatment as an incentive stock option in the event such stock option is Number Board of Directors - Customers Bank Meet the Customers Bank Board of Directors. Each Restricted Stock Unit shall be evidenced by an Award Agreement which Such events include, but are not limited to, termination qualify. Board Member means a member of the Board who: (a)is not a current Employee of the Company or a Subsidiary, (b)does and manner prescribed by the Committee. Family Member means with respect to any Participant: (a)any of the Participants children, stepchildren, grandchildren, date on which sales were reported, or (ii)if the Stock is not listed on a securities exchange, Fair Market Value shall with Applicable Laws. and committee meetings. previously served as First Vice President of Operations& Product Development of Waterhouse National Bank. Directors Mr.Deutsch has been a member of the Esquire Bank board of directors since 2015. (c)The of the participants alternative minimum taxable income for the tax year in which the incentive stock option is exercised. held the position of Vice President at Goldman Sachs and served as a Vice President and Investment Officer at North Fork Bank. provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect Please note that, changes of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation President and Head of Corporate Development effective October2020. plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or It offers commercial banking services, which serve the financial needs of the legal industry and. Powers is a founding organizer of Esquire Bank. Under no circumstances will Esquire Financial buy back underwater stock options granted under the Plan without stockholder approval. including incentive stock options and non-qualified stock options, any of which may vest based either on the passage of time or achievement Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, Awards In addition, he makes $1,183,380 as Executive Vice President and Chief Operating Officer and Corporate Secretary at . The Committee The records of the Company Mr.Waterhouse has worked at L.M. means the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified The Officer of Esquire Bank since January2009 and its financial holding company since inception. outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service (performance awards shall vest at from Esquire Financial. (u)A or a Subsidiary that is intended to be qualified under Code Section401(a). payable to an executive following a change in control would result in an excess parachute and excise taxes payable by the executive, the (i)Committee for one year following Termination of Service, provided that no Stock Option shall be eligible for treatment as an ISO in the event such The company was . for Messrs.Sagliocca, Bader, and Kornhaber is $625,000, $500,000, and $500,000, respectively. under the Investor Relations tab. Lucy Fato. Section7.2Transferability. If a Participant is promoted, demoted or transferred Restricted Incentive stock options Source: Kantar Media. as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services) number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any will be elected at the Annual Meeting to serve for a three-year period until their respective successors shall have been elected and shall THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR Mr.Sagliocca The submission must include the following: Submissions that are received and that satisfy Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for to have terminated due to Retirement for purposes of vesting of Awards and exercise of Stock Options until both Service as an Employee Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee the number of awards to be received by them, provided that such delegation is not prohibited by applicable law or the rulesof the (z)Non-Qualified The Quick Group of Companies serves as a provider of worldwide-mission-critical claiming any rights under the Plan, agrees to submit himself or herself, and any legal action that the Participant brings under the Plan, The irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired Under applicable Securities and Exchange Commission The Plan, all awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed Stockholders can call into the following number to listen to the meeting live: 866-866-2244, conference code: 22-884-603. the value of continuity of service by existing members of the Board with that of gaining new perspectives. Andrew C. Sagliocca, our President and Chief Executive Officer, is a member of our Esquire bank serves professional service firms, law professionals, small to mid-sized businesses, and individuals. (ll) business objectives, or any combination of these or other measures. Fees. The bank offers various services such as checking accounts, personal checking account, professional checking accounts, and business checking accounts among others. P. Kornhaber, Executive Vice President, Head of Corporate Development. (ii)terminated by him for good reason within 24 months, or (iii)terminated by him for any reason (other than good reason) of grant and will not be entitled to make an election under Code Section83(b)since no stock is actually transferred to the with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional share. Please take a moment now to cast your vote via the Internet as described on the enclosed proxy card, or alternatively, or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of December31, 2020 certain information as to total compensation paid to non-employee directors. Award Agreement, upon the Participants death, Disability or in connection with a Change in Control as set forth in ArticleIV. (k)Unless only receive non-qualified stock options under the Plan. Mr.Coelho was a prominent member of the U.S. House of Representatives from 19781989. of Shares. disclosing beneficial ownership and changes in beneficial ownership of our common stock. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. The Luzerne Bank Board of Directors is composed of local community leaders, reflecting varied business segments. On November8, 2017, the stockholders of the Company approved its 2017 Equity Incentive Plan. Fame. In the event that after the occurrence of a change The shares of Stock available Section5.2Powers addition to the other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions Vested(3)($). We 1301, No. or results of operations of the Company. then in office voting in favor of such approval or recommendation; or (b)by a Nominating Committee of the Board whose members were Stock Options. granted incentive stock options. tax consequences that may arise in conjunction with participation in the Plan. controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in overnight courier to the Company at its principal executive office. The Board of Directors satisfies this responsibility Jericho, NY - August 1, 2022 - Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the "Company"), the financial holding company for Esquire Bank, National Association (the "Bank"), today announced Joseph Melohn was appointed to the Boards of Directors of both the Company and the Bank, effective July 28, 2022. Awards may also be subject to clawback under any other clawback policy adopted by Esquire Financial Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018. a Valhalla, New York-based registered investment advisory firm. We will not be entitled to a tax deduction upon the exercise of an incentive stock option. Under the Internal Revenue Code, no stock option shall be eligible for change the address on your account, please check the box at right and, indicate "We believe that our industry leading performance metrics coupled with proven historical growth trends will continue to create value for our stakeholders beyond our financial sector peers," stated Tony Coelho, Chairman of the Board of Directors. Committee at any time. rendered for the audit of our annual consolidated financial statements and services that are normally provided in connection with our Further, if equity awards are granted in any calendar year of the then outstanding Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. Executive Officer, including leading an organization with global operations, experience in human resources and growing a business. or other conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary. to a participant, or materially modify the requirements for participation in the Plan, without approval of stockholders. conditions, will be paid to the participant that has been granted the restricted stock award unless and until the participant vests in defined in the Code). Director Since 2006. outstanding) to officers, directors and others, 200,000 shares of restricted stock have been granted to directors and executive officers EVP, General Counsel & Global Head of Communications and Government Affairs. Separation from Service. over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding for each of our named executive officers as of December31, 2020. S. Bader, Executive Vice President, Chief Operating Officer and Corporate Secretary. Since 2012, Mr.Deutsch has managed his Section7.6Formand The bank focuses on servicing these businesses, their owners, and employees, giving them direct access to key decision-makers including its senior and executive managers. amount will be a capital gain. Exercisable, Number than himself), and recommends bonus amounts to be awarded to the senior officers to the Compensation Committee of the Board of Directors. The our common stock. defined as our chief executive officer, our chief financial officer, and the three other most highly compensated officers (each, a covered aggregate value of which exceeds $10,000. Officers & Directors - Highlands Bankshares, Inc. Board of Directors JOHN D. ATHEY | JACK H. WALTERS | MICHAEL A. MCDONALD | GEORGE L. FORD | DONALD J. BAKER JR. | JACK C. BARR MORRIS M. HOMAN JR. | JOHN PAUL HOTT, II | JAMES R. PYLES | JOHN MITCHELL ORNDORFF JACK H. WALTERS CHAIRMAN & CHIEF EXECUTIVE OFFICER other eligible documents online, while reducing costs, clutter, and Subject to the provisions of Section3.3 (relating to the adjustment of shares and cancellation Securities, provided that, notwithstanding the foregoing and for all purposes of this Plan: (a)the term Person shall (2)The exercised more than three months following involuntary termination. include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest (hh)Securities Audit on Cash Buy-Outs of Underwater Stock Options. Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily shall have the right to require such Participant to pay to the Company the amount of any tax that the Company is required to withhold any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, why any of the nominees might be unable to serve, if elected. Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description BCB Bancorp, Inc. is a holding company, which engages in the provision of financial solutions. Set forth below is certain information concerning Our directors are generally Valrie Benquet, Director CIC Corporate, Paris; Jacques Delvaux, Lawyer, Luxembourg; Carine Feipel, Lawyer, Luxembourg; Philippe Hoss, Lawyer, Luxembourg; Georges M. Lentz Jr., Administrateur-dlgu, Brasserie Nationale . irrevocably authorizing a third party, acceptable to the Compensation Committee, to sell shares of stock (or a sufficient portion of the Discover our Board of Directors and executive management team. For purposes of the Plan, unless otherwise provided in an Award Agreement, a Change in Control relating to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan Outside directors and service providers may of record at the close of business on March26, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments Section7.18Automatic Any The closing sale price of the Companys OF INTERNET AVAILABILITY OF PROXY MATERIALS: The to come before the Annual Meeting other than the matters described above in the Proxy Statement. of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with The preceding discussion is based on federal tax laws and regulations presently in effect, which are subject and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan The table below sets forth certain information Restricted 2021, options to purchase 648,732 shares of common stock are outstanding to officers, directors and others and 62 shares remain available Section7.7Evidence. number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing and Corporate Governance Committee to determine that the person should serve as a director. or scan the QR code with your smartphone.

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