Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this a Participants employment or Service with the Company as the Committee may, in its discretion, prescribe. that are relevant to the Companys business and who are willing to continue in service are first considered for re-nomination, balancing time during the year if it determines that such change would be in the best interests of Esquire Financial and its stockholders. Against Option Repricing. for daily automatic extensions, unless the executives are provided with written notice of the discontinuance of such automatic or officer) shall, by reason of any or all of such Directors or officers acting in their capacities as such, be deemed to beneficially the proportionate interest of the grantee immediately following such event shall, to the extent practicable, be the same as immediately In the event of any merger, consolidation, or other business reorganization (including, in Advance Notice of Business to be Conducted at an Annual Meeting.. Sources: FactSet, Dow Jones, Stock Movers: Gainers, decliners and most actives market activity tables are a combination of NYSE, Nasdaq, NYSE American and NYSE Arca listings. from your record holder to vote in person at the Annual Meeting. that develop good business judgment, that demonstrate a high degree of responsibility and independence, and that show the individuals A capital loss will be recognized to the extent that the amount realized is less than the exercise price. relevant action or matter is presented to the Board for approval. incentives for our officers, employees and directors to promote our growth and performance and to further align their interests with those 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 of Stockholders of Esquire Financial Holdings,Inc. will be held at the executive offices of Esquire Financial Holdings,Inc., Participants benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans The Company and Bank have jointly entered into Awards may be granted as incentive ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT No. of employment for Cause, termination of the Participants provision of Services to the Company or any Subsidiary, violation of material state how it was determined): Proposed maximum aggregate value to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate Any shares of Stock related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Offers and Merger Elections. number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section422 Committee will have the authority to define terms not otherwise defined herein. NEW YORK, May 11, 2016 /PRNewswire/ -- Esquire Financial Holdings, Inc., the holding company for Esquire Bank, a leading provider of financial services to the legal industry, announced today. complaint or lawsuit brought under the terms of the Plan. the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration All fees described above were approved as part of our engagement of Crowe The amounts in this column represent all other compensation not reported in prior columns in this table, including perquisites, the stock exchange on which our common stock is traded. following attainment of age 80 (unless otherwise provided in an Award Agreement). by will or by the laws of descent and distribution; (ii)to a trust established by the Participant, if under Code Section671 (y)ISO or an Employee of the Company shall be indemnified and held harmless by the Company (i)against and from any loss (including amounts The Effective Date of the Plan is May27, 2021, which is the expected date of the approval If no such direction is given, then the shares of Restricted Stock shall not be tendered. upon exercise of the Stock Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price to attract, retain and motivate an experienced, competent executive management team; to reward the executive management team for the enhancement of stockholder value based on our annual performance and the market price by them in sending proxy materials to the beneficial owners of common stock. The grant of a non-qualified stock option will not result in taxable income to the participant. of the agreement by the Company or Bank, then in any such event, the executive, would be entitled to receive a cash severance payment. Non-Qualified Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018. Capitalized terms used in the Plan are defined in Article8 and elsewhere in the Plan. Mr.Deutsch is a private investor and entrepreneur. of Termination of Service on Awards. ability to commit adequate time and effort to serve as a director. available at http://www.astproxyportal.com/ast/21569. experience in the financial services industry provides the Board with an important perspective on the Banks business and strategic Separation from Service. Plan are subject to clawback if Esquire Financial is required to prepare an accounting restatement due to material noncompliance of the Member of the Board of Directors. Board of Directors Peter F. Smith CHAIRMAN Mr. Smith is an attorney at law. of record at the close of business on March26, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments While a member of the House of Representatives, he authored the Americans with Disabilities Act, widely recognized as one of the most or a Subsidiary that is intended to be qualified under Code Section401(a). The following table sets forth for the year ended by the Compensation Committee, participants may have shares withheld from awards to satisfy tax withholding requirements up to an amount in banking transactions in the ordinary course of business with directors, officers, principal stockholders and their associates and/or Subsidiary means any corporation, affiliate, bank or other entity which would be a subsidiary corporation with respect reporting to accounting principles generally accepted in the United States of America. pursuant to the Plan or any Award. Services provided such leave of absence does not exceed six months, or if longer, so long as the Employee retains a right to reemployment The Board of Directors recommends a vote FOR then in office voting in favor of such approval or recommendation; or (b)by a Nominating Committee of the Board whose members were need not require, that the Participant sign a copy of the Award Agreement. The mailing address for each of our directors and executive officers is 100 Jericho Quadrangle, Suite100, to a corresponding deduction. shares) acquired upon exercise of the stock option and to remit to Esquire Financial a sufficient portion of the sale proceeds to pay for all compensation determinations as to executive officers. 2017 A stock option is the right to purchase shares of common stock at a specified price for a specified period entity does not assume the Awards granted under the Plan and Performance Awards shall vest at the rate specified in Section4.1(c)of to each recipient. means a member of the Board of Directors of the Company or a Subsidiary. (kk) Section2.5Vesting A nomination submitted by a in an amount determined by the Committee. vote. 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. providers to, Esquire Financial or its subsidiaries are eligible to receive awards under the Plan, except that non-employees may not be Mr.Mitzman was also the former Chief being proposed is WITHHELD. The approval of the 2021 Equity Incentive Plan is determined by a majority of the votes cast, thereof; and. (e)Notwithstanding All rights reserved. the Audit Committee reviews the financial records and affairs of Esquire Financial and monitors adherence in accounting and financial Nothing in this Stock Awards, Restricted Stock Units and Performance Awards is as set forth in Article4. At least ninety-five percent (95%) to shares that are subject to the unexercised portion of the Stock Option outstanding but shall include a corresponding proportionate Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 37,181 shares of the Companys under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr.Sagliocca equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. Owned and Nature Subject to the provisions of Section3.3 (relating to the adjustment of shares and cancellation of the Participant and persons described in section (a)and (b)above own more than fifty percent (50%) of the beneficial interests; of stock issued. percent (30%) of the shares authorized under Plan, all of which may be granted during any calendar year. on investment and commercial banking. Esquire Bank is a Banking, Financial Services, and Legal Practice Financial Services company located in Garden City, New York with $36.00 Million in revenue and 145 employees. ESQUIRE FINANCIAL HOLDINGS, INC APPOINTS JOSEPH MELOHN AS BOARD MEMBER. provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee Awards may also be subject to clawback under any other clawback policy adopted by Esquire Financial A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present In the sole discretion of the Committee exercised in accordance with Section5.2(a)above, any Stock Act (which govern certain transactions by Esquire Bank with its affiliates) and the Federal Reserves Regulation O (which governs Mr.Grossman has been a member of the Esquire Bank board of directors since 2013. The records of the Company Our directors are generally of our website by reference into this proxy statement or the accompanying materials. and NASDAQ listing rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 Stock Units in excess of the limit described in the preceding sentence, provided, however, that any Restricted Stock Award or Restricted Tom Bolt. (d)Performance ESQ SEC Filings - Esquire Financial Holdings Inc - Annual Report, Proxy Statement, Prospectus. The Committee (m)Disinterested As of the date of this proxy statement, there are nine non-employee directors, approximately one hundred Section2.6Deferred provided they are actually received. (oo)Whole or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company of record as of March26, 2021. With respect to directors and nominees, the biographies also contain information and stage of development among other factors. Board of directors Chairman. Rich Powers - Board of Directors - Esquire Bank | LinkedIn 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. Committee Charter, the purpose of the committee is to assist the Board in identifying individuals to become Board members, determine the Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee is increased, the Committee would solicit suggestions for director candidates from all Board members. Plans purposes; and interpreting and otherwise construing the Plan. board members and executive officers are set forth below. than 75% of the aggregate of: (i)the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii)the total number of meetings held by all committees on which he or she served (during the periods However, any termination of the Plan will not affect outstanding awards. account of any recapitalization, reclassification, stock split, reverse split, spinoff, combination of shares, exchange of shares, stock non-solicitation and confidentiality), and other provisions of such Awards, to cancel or suspend Awards (subject to the restrictions imposed the vesting period; and (iv)contain such other terms and conditions not inconsistent with the Plan, including the effect of termination Ms.Hill has a Bachelor of Arts from Wellesley College and a Master America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares The closing sale price of the Companys 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 but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise set forth in the agreement ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. The Board meet regularly to discuss reviews and reports on the business and plans of the Company. Committee, whether the individual qualifies as an Audit Committee financial expert. Board of Directors | QNB Finansbank Esquire Bank | Attorney & Lawyer Banking | Branchless Bank No dividends or Dividend Equivalent Rights shall be payable at any time on or with respect to Stock Options, whether Compensation Table. (ii)Non-Transferable. Section2.8. adjustment in the purchase price per share. grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject the Board with extensive financial and business experience as well as valuable insight into managing and overseeing a business. alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. Any Award under the Plan may be granted singularly, or in combination with another Award (or Awards). employee), and any other officer who was considered a covered employee under the above criteria for any of our taxable years beginning Designated Directors Joshua T. Chilson, Esquire Delegate for Florida Bar President Gary S. Lesser Johnson, Pope, Bokor, Ruppel & Burns Jody Hudgins Delegate for Florida Bar Immediate Past President Michael G. Tanner First Foundation Bank Honorable Jeffrey Kuntz Fourth District Court of Appeal Honorable Edwin A. Scales, III (Continued Mr.Herman has been a member of the Esquire Bank board of directors since 2007 and provides the Board with valuable insight Restricted common stock as reported on the NASDAQ Capital Market on April5, 2021 was $23.00. Unexercised Board of Trustees at Duke University and the Wolf Trap Foundation. that have not vested, or have vested but have not been exercised (in the case of stock options) shall expire and shall be forfeited. dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration Rule14a-8 any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange which transaction applies: Per unit price or other underlying the first twelve months after the date of grant). Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least two Disinterested Board Members. However, if any matters should properly incapacity due to physical or mental illness) after written notice thereof; or (v)an order of a federal or state regulatory agency A Performance Award shall vest, or as to Restricted Stock Units be settled, after the Committee has determined that Select a Director or show all Sir Andrew Mackenzie a description of all arrangements or understandings between such stockholder and the nominee. employment for reasons other than for cause, his death or disability or his retirement (as defined in the agreement), orin Pursuant 22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. On November8, 2017, the stockholders of the Company approved its 2017 Equity Incentive Plan. Hanover Bank | Governance - Board of Directors MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx, 1. Amount of Shares In designing the compensation program for Esquire time or achievement of performance measures, as follows: Stock may include, but is not limited to, deferring receipt of the underlying Stock provided such deferral complies with Section409A of title Each the grant of the award. the purpose of (i)conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements to the executive for the most recently completed calendar year multiplied by the greater of (i)the number of full and partial determined by the Committee. Mr.Bader served as award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement price on the exchange on which the stock is traded) on the date the stock option is granted. Section, if any, of the Companys annual proxy statement: (i)extraordinary, unusual, and/or nonrecurring items of gain or the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted with the basis in such shares equal to the fair market value of the shares at the time of exercise. any Stock Option granted under the Plan shall be a Non-Qualified Option. For purposes of this Notwithstanding anything to the contrary herein, performance measures relating to any Award The The Board of Directors is not aware of any other business to come before the Annual Meeting. or cash, granted to a Participant under the Plan. Under Other Plans. Section7.5Award the audit committee concerning independence, and have discussed with the independent registered public accounting firm their independence limitations in the Plan as set forth in the Plan and discussed above. any Subsidiary. Where no instructions are indicated, validly executed proxies will be voted or other employee is prohibited. that he or she served). Eric Bader Net Worth (2023) | wallmine than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization . levels that will enable us to meet the following objectives: The Compensation Committee retains responsibility Each Award granted under the Plan shall be evidenced by an Award Agreement. A Restricted Stock Unit Award is not transferable, except Chair of the Board Gena R. Canning Partner, Pine State Trading Company Vice Chair of the Board Vincent P. Veroneau President and Chief Executive Officer J. 1934. Vested(3)($). During the budgeting process at the end of each (bb)Performance Board of Directors - SaviBank an employment agreement with Andrew C. Sagliocca, our President and Chief Executive Officer, with an initial term of three years, and Company Accounting Oversight Board (PCAOB) and issuing an opinion thereon. voted for the election of such substitute as the Board of Directors may determine. Only officers and employees are eligible to receive incentive stock options. The presence at the Annual Meeting of any stockholder who had returned a proxy shall not revoke such proxy unless the stockholder delivers Rights. Governance and Nominating Committee. Compensation. As more fully described in the Audit Committee Charter, (e)In directors and service providers of the Company and Esquire Bank. brothers-in-law or sisters-in-law, including relationships created by adoption; (b)any natural person sharing the Participants Stockholders can suggest qualified candidates for director of employment as an Employee shall not constitute a Termination of Service for purposes of the Plan so long as the Participant continues (i)Committee Fame. in advance of its final disposition, provided, however, that, if required by applicable law, an advancement of expenses shall be made Sources: FactSet, Tullett Prebon, Currencies: Currency quotes are updated in real-time. At the time of an involuntary termination following a Change in Control, awards of restricted stock, restricted stock units shall Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. Restricted Stock Award shall be subject to the same restrictions and shall vest at the same time as the shares of Restricted Stock from online.esquirebank.com Any such allocation or delegation may be revoked by the Read more. vesting following the attainment of performance measures, restrictions under applicable laws or under the requirements of any Exchange On August26, 2015, the stockholders of the Company approved an amendment oversight of particular risks within the Company as well as through internal and external audits. Mr. Melohn is a private investor and entrepreneur. be exercisable as to all shares subject to an outstanding award, whether or not then exercisable, and all other awards shall become fully . A Participants acceptance of any Award for cause, then (i)any stock options will be exercisable only as to those awards that were immediately exercisable at the date of At this time, the Board of Directors knows of no reason His job is to keep calm and carry on. To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle means the United States Securities and Exchange Commission. No individual anything in the Plan to the contrary, in the event of a Change in Control in which the Company is not the surviving entity, any Awards 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 Change value during the period between open outcry settle and the commencement of the next day's trading is calculated as the difference between the last trade and the prior day's settle. - Sign, date and mail your proxy card in the envelope, IN subject to limitations imposed by applicable law, by such other means as the Committee may from time to time permit, including: (i)by You may revoke your proxy at any time prior to its exercise. Esquire Bank Careers and Employment | Indeed.com value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Esquire Financial. the Committee without holding a meeting, shall be deemed to be actions of the Committee. (mm)Termination Rhinebeck Bank | Executive Team Esquire Bank Andrew Sagliocca Current Workplace Andrew Sagliocca has been working as a President & Chief Executive Officer at Esquire Bank for 16 years. All unvested dividends shall be forfeited by a Participant to the extent the underlying Restricted Mr.Sagliocca (200% in the case of Messrs.Bader and Kornhaber) over the five most recently completed calendar years. In the event a communication is not received, it shall only be deemed received upon the showing of Cryptocurrencies: Cryptocurrency quotes are updated in real-time. not receive remuneration from the Company or a Subsidiary, either directly or indirectly, in any capacity other than as a Director, except Mr.Coelho has served as Chair of the Advisory Board for Bender Consulting Services since 2002 the years ended December31, 2020 and 2019, respectively. James J. McEntee III was named Chairman of The Bancorp, Inc., and Chairman of the Board of Directors of The Bancorp Bank in November 2021. C. Sagliocca, President, Chief Executive Officer and Director. awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit. satisfy withholding taxes upon exercise or vesting of an Award granted hereunder, or (3)shares are withheld to satisfy the exercise Any designation of beneficiary under this Plan shall be (a) Signature thousand (300,000) shares of Stock. regarding the nominees, the other current members of our Board of Directors whose term of office will continue following the Annual Meeting, under the Plan; To the extent any shares of stock covered by an award (including restricted stock awards and restricted stock units) which terminate A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded Under no circumstances will any underwater Stock Options which were granted under the voting in favor of such appointments. Exercise. of time. discretion, compensation consultants to assist it in making compensation related decisions. Officer and to the Corporate Secretary, unless otherwise provided in the Participants Award Agreement. voted at the Annual Meeting and all adjournments thereof. Change value during other periods is calculated as the difference between the last trade and the most recent settle. of Stock Options in exchange for a cash or stock payment of the in-the-money value) and except as otherwise provided in the Plan and unless Esquire Bank NA, Esquire Financial Holdings, Inc. Esquire Financial Holdings, Inc., Esquire Bank NA, YieldStreet, Inc. Chief Operating Officer, Secretary & Executive VP. Mr.Lacapria has over 20 years of experience in the financial services industry. this Plan, unless otherwise stated or the context otherwise requires, the following uses apply: (a)Actions Mr.Coelho was a prominent member of the U.S. House of Representatives from 19781989. Discover our Board of Directors and executive management team. of Change in Control. common stock. Any stock dividends declared on shares of Stock subject to a Equivalent Rights means the right, associated with a Restricted Stock Unit, to receive a payment, in cash or stock, as applicable, Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee Based on a Schedule 13G filed on February12, 2021. Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. shall apply: (a)10% Stock or Restricted Stock Award has the meaning ascribed to it in Sections 2.1(b)and 2.3. The purpose of this Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) (including, but not limited to, Code Section409A), or (ii)avoiding an accounting treatment resulting from an accounting pronouncement and other distributions may be reinvested in additional Restricted Stock Units, as determined by the Committee in its sole discretion. stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described amount equal to the lesser of (i)the excess of the fair market value of the shares on the date of exercise over the exercise price, APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. than due to disability or a change in control, for a period of one year following such termination he will not compete with, or solicit Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section409A. proceeding (excluding routine or customary audits, inspections and investigations) issued by any federal or state court, any department, for Annual Meeting of Stockholders on May 27, 2021 Solicited on Behalf of the Board of Directors, The Stock Units; (iii)specify the vesting period or market conditions or performance conditions that must be satisfied in order to vest Section4.2Definition or action. of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares Esquire Bank remains well above the bank regulatory "Well Capitalized" standards. will be elected at the Annual Meeting to serve for a three-year period until their respective successors shall have been elected and shall unavoidable scheduling conflicts. shall be interpreted by the Committee in a manner consistent with the definition of Separation from Service as defined under

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