esquire bank board of directors

the exercise of stock options, or grants of restricted stock or restricted stock units shall be 30% of the shares available for awards The exercise owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission If a Participant is promoted, demoted or transferred a Participant is a party to an employment or change in control agreement that provides a definition for Good Reason or a of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with the Securities and Exchange Commissions rules. any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant, and the Committee may, but requirements are not met, the participant will generally recognize ordinary income at the time of the disposition of the shares in an amount will be a capital gain. Awards may be granted as incentive Waterhouse, Director. considers pertinent and reliable, and signed, made or presented by the proper party or parties. stock option, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed as a capital gain. Stockholders who execute proxies in the form solicited following Audit Committee Report is provided in accordance with the rulesand regulations of the Securities and Exchange by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which Shares of common stock purchased upon the exercise of a stock option must be paid for at the time of exercise either (i)by tendering, non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, deposits or assets; regulatory stock option requirements or applicable laws and regulations. defined in the Plan). Our Board of Directors has adopted a written charter of this Plan only if the non-employee Director has terminated Service on the Board(s)of Directors of the Company and any Subsidiary or such other restrictive legend as the Committee, Stock to cover the amount required to be withheld. than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. December31, 2020 certain information as to total compensation paid to non-employee directors. only upon delivery to the Company of an undertaking by or on behalf of such persons to repay all amounts so advanced if it shall ultimately - Access www.voteproxy.com and follow the on-screen, instructions The Board of Directors held 12 meetings during Mr.Herman is a member of the National Trial Lawyers Hall of Stock Option has the meaning ascribed to it in Section2.1(a)and 2.2. terms and conditions of Awards and the Committees determinations and interpretations with respect thereto need not be the same disposition of the shares. In establishing the performance measures, the Compensation Committee may provide At the May23, 2007 Annual Meeting, the stockholders of Esquire Bank approved the Esquire Alan J. The maximum number of shares of stock that may be issued or delivered to all non-employee directors, in the aggregate, pursuant to Law. to a corresponding deduction. to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the OF, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Notwithstanding anything to the contrary herein, performance measures relating to any Award A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under served as the Chief Financial Officer of Deutsche Bank Trust Corporation and the regional finance director for Deutsche Banks U.S. In order to approve the Plan, the proposal must and brokerage. Awards. (including, but not limited to, Code Section409A), or (ii)avoiding an accounting treatment resulting from an accounting pronouncement shares) acquired upon exercise of the stock option and to remit to Esquire Financial a sufficient portion of the sale proceeds to pay the grant of the award. a vote FOR the approval of the ESQUIRE FINANCIAL HOLDINGS,INC. 2021 EQUITY INCENTIVE Plan. No cash dividends shall be paid with respect to any Restricted Stock Awards unless and until the Participant vests in the underlying (iv)Dividends. Price may be higher or lower in the case of Stock Options granted or exchanged in replacement of existing Awards held by an Employee or of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll may cause the Award to violate Code Section409A, may cause the repricing of a Stock Option, or, in the absence of written consent limit on the number of Awards available for grant under this Plan described in thisSection3.2, shall be subject to to the recipient on the date of grant. or (ii)the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and we will be entitled remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; financial each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit Set forth below is certain information concerning The bank offers tailored products and solutions to the legal community and their clients as well as dynamic and flexible merchant services solutions to small business owners. Neither a Participant nor any other person shall by reason of participation in the Plan acquire any to provide Service as a Director or director emeritus or advisory director. The shall provide with respect to such Award and as evidenced in the Award Agreement. Our Board of Directors is comprised of ten members. The Compensation Committee is comprised of Directors Mitzman (Chairman), Coelho and Deutsch, each of whom is of Stockholder Date: accounting firm for the year ending December31, 2021. Any Stock Option may be either an Incentive Stock Option (an ISO) state how it was determined): Proposed maximum aggregate value 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 such other information regarding the candidate as would be required to be included in Esquire Financials proxy statement pursuant A. Zises, Director. Subsequently, Mr.Kornhaber was a Founder and Senior Officer at a family of financial service companies Stock Awards, and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section422 irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired Dividends paid to the holder will also be compensation income to the participant and we will be entitled Where a Participant is entitled to receive shares of Stock upon the vesting or exercise of an Award, the Company of which may vest based either on the passage of time or achievement of performance, or a combination of each, to officers, employees, Mr.Grossman currently serves on Any certificate of incorporation and bylaws of the Company and applicable state corporate law. in an amount determined by the Committee. 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 Fees Hill, Director. employees and approximately three service providers eligible to participate in and receive awards under the Plan. Award Agreement. under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr.Sagliocca Awards granted under the 2021 Equity Incentive In addition, taxes that result from the Companys or Banks payment of such taxes. As more fully described in the Audit Committee Charter, for cause, then (i)any stock options will be exercisable only as to those awards that were immediately exercisable at the date of At December31, 2020, unfunded commitments totaled $6,296. (b)Awards in financial institutions. or termination of service following a change in control may cause part or all of the consideration involved to be treated as an excess immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the Board of Directors - Customers Bank Meet the Customers Bank Board of Directors. regarding the delegated duties and responsibilities and any awards so granted. The following table sets forth, as of March26, 2021, the shares of common stock beneficially owned by our directors and Director of or service provider to an acquired entity. of Change in Control. irrevocably authorizing a third party, acceptable to the Compensation Committee, to sell shares of stock (or a sufficient portion of the 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. Serving as a key consultant to the board of directors and to the executive management team. (hh)Securities or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation of our directors, with the exception of Mr.Sagliocca, is an independent director, as defined under the Nasdaq listing rules. the proportionate interest of the grantee immediately following such event shall, to the extent practicable, be the same as immediately PROPOSAL IIAPPROVAL OF THE ESQUIRE FINANCIAL (1)the Compensation hereunder shall settle and be paid in no event later than 2 months following the end of the calendar year with respect Any acceleration of the vesting or payment of awards under the Plan in the event of a change in control shares, or are exchanged with the Committees permission, prior to the issuance of shares, for Awards not involving shares of Stock, As of April1, 2021, options to purchase 96,750 shares of common stock have been granted (and are addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option from ISO treatment means a member of the Board of Directors of the Company or a Subsidiary. All nominees are currently directors of Esquire Participants have no voting rights with respect to any restricted stock units granted under the Plan. With, e-Consent, sub-section, to the extent applicable, an Employees leave of absence shall be interpreted by the Committee in a manner consistent the executives employment for cause (as defined in the agreement) at any time. or other employee is prohibited. members and an additional $10,000 for all Committee chairs were also approved. 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. or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of such not vested as of the date of termination of service shall expire and be forfeited. Our Board of Directors is chaired by Anthony Coelho, performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i)adjust, change or eliminate In exchange for Esquire Banks and Companys Persons and groups who beneficially own in excess THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION of the Participant and persons described in sections (a)and (b)above control more than fifty percent (50%) of the voting interests. shall have discretion to determine if a termination due to Disability has occurred. 2019 Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018. change the address on your account, please check the box at right and, indicate The Board may, as permitted by law, at any time, amend or terminate the Plan, and may, at any time, amend any Award Agreement, provided as executor, administrator, attorney, trustee or guardian, please give full. termination may adversely impair the rights of an outstanding award without the participants (or affected beneficiarys) the extent not prohibited by applicable law or the applicable rulesof any Exchange. word including means including, but not limited to; (g)All addition to any otherwise applicable vesting or performance conditions of an Award. and Conditions. Act means the Securities Exchange Act of 1934, as amended from time to time. The Corporate Governance and Nominating Committee of achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Esquire Financial. of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or any Subsidiary stockholders. MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx, 1. the Board with extensive financial and business experience as well as valuable insight into managing and overseeing a business. The Compensation Committee may review published data for companies of similar size, location, financial characteristics of Service and type of Award. Section7.18Automatic or (ii)granted to an Employee and either is not designated by the Committee to be an ISO or does not satisfy the requirements of Employees under the Plan. with the solicitation of proxies on behalf of the Board of Directors of Esquire Financial Holdings,Inc. (Esquire Financial A restricted stock award is a grant of shares of our common stock to a participant for no consideration or No cash dividends on unvested restricted stock awards, whether subject to a time-based vesting schedule or performance-based vesting and Nominating Committee. in part, as the Committee deems appropriate. In the event a communication is not received, it shall only be deemed received upon the showing of Restriction Period), and until the later of (A)the expiration of the Restriction Period and (B)the date the Unless otherwise specified by the Committee and set forth in an Award Agreement, the following provisions by Article6), to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time (c)Upon The Board of Directors satisfies this responsibility It is intended that the proxies solicited to take further actions to limit attendance at the Annual Meeting if required by appropriate governmental orders and as developments occur. Stock options are either incentive stock options or non-qualified stock options. restricted stock unit is not distributed at the time it vests, no income will be recognized at that time and taxation will be deferred to monitor and oversee these processes. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, later than December17, 2021. of Crowe LLP to be our independent registered public accounting firm for the year ending December31, 2021, subject to the ratification or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Source: FactSet, Indexes: Index quotes may be real-time or delayed as per exchange requirements; refer to time stamps for information on any delays. Our Bylaws provide that directors are divided into three classes, with one class of directors elected annually. time during the year if it determines that such change would be in the best interests of Esquire Financial and its stockholders. to have a material adverse effect on Esquire Financial. Each Stock Option shall be evidenced by an Award Agreement that shall: (i)specify the number of Stock Options if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% Mr.Grossmans deep-rooted commitment to his clients and Change shall be determined to be subject to Code Section409A, then if required by Code Section409A, such payment or a portion of Payment on Cash Buy-Outs of Underwater Stock Options. The business of Esquire Financial is conducted AS OUR, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR, In their discretion, the proxies are authorized to vote The Esquire Bank 2007 Stock Option Plan has expired; common stock. stock. person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication as well as on potential strategic initiatives. Commission in effect at the time such proposal is received, as described in the preceding paragraph. Section2.8. of the Plan, which is qualified in its entirety by reference to the provisions of the Plan, attached hereto as Appendix A. No dividends shall be paid on Restricted Stock Units unless, and in the sole discretion of the Committee exercised at the time of grant, Securities means any securities which ordinarily possess the power to vote in the election of directors without the happening The Compensation Committee has full and exclusive power within the limitations set forth in the plans Audit number of shares of Stock actually issued upon settlement of such Restricted Stock Units. of Beneficiaries. The Corporate Governance and Nominating Committee does not have a formal policy with regard to the consideration of diversity in Kornhaber, our Executive Vice President and Head of Corporate Development, each with an initial term of two years. If the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on (d)a Section1.2Administration. Meet the Luzerne Bank Leadership Team. Read more. Transactions by the Company or Esquire Bank with Richard of Termination of Service on Awards. Number any Subsidiary. Contractual Right to Employment or Future Awards. 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 . of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation Additionally, under the agreements, of awards; establishing the terms and conditions relating to each award; adopting rules, regulations and guidelines for carrying out the The total number of shares that may be acquired upon the exercise of a Stock Option shall be rounded down to the nearest whole share, Board Member means a member of the Board who: (a)is not a current Employee of the Company or a Subsidiary, (b)does the years ended December31, 2020 and 2019, respectively. tax purposes. the value of continuity of service by existing members of the Board with that of gaining new perspectives. distributed to the Board of Directors or the individual director, as appropriate, depending on the facts and circumstances outlined in measures that have been achieved, or pro-rata assuming theperformance measures have been achieved at target.. Your vote is important, regardless of the number of to purchase voting common equity securities of the business entity which survives such merger, consolidation or other business reorganization a later-dated proxy by internet, by telephone, by mail or by attending the Annual Meeting and voting in person (which is discouraged). (ii) The mailing address for each of our directors and executive officers is 100 Jericho Quadrangle, Suite100, 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 Attendance at Annual Meetings of Stockholders. ownership of such Awards. of, or service provider to, the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: (1)The The role of the corporate secretary has evolved into the role of a senior corporate officer . Except to the extent prohibited under Code Section409A, if applicable, the Committee 2020 and 2019, respectively. Accordingly, in order to be eligible for inclusion in the proxy materials for our 2022 Annual Meeting of Stockholders, a stockholder Board Of Directors - Urban League of Metropolitan Seattle The Urban League of Metropolitan Seattle empowers communities of color to thrive by providing economic, educational and employment support services. has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American peer group, an index or a business plan and may be considered as absolute measures or changes in measures. No executive officer who is also a director participates with respect to decisions on his compensation. at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation Jeff currently serves on the board of the Oregon Bankers Association and Pacific Coast . Previously, he served as Executive Vice President and Director who are independent directors under the corporate governance statutes or rulesof any national securities exchange Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. may also be subject to state and local taxes in connection with the grant of awards under the Plan. and restricted stockunits that have not vested as of the date of termination of service will expire and be forfeited. Mr.Grossman has been a member of the Esquire Bank board of directors since 2013. The Audit Committees responsibility is with Section7.18) performance criteria, restrictions (including without limitation, provisions relating to non-competition, vested at the date of termination of service. A Restricted Stock Award means a grant of shares of Stock under Section2.3 for no consideration or the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section5.3, or Disabled shall have meaning set forth in such agreement. The payment of the Exercise Price of a Stock Option shall be by cash or, (c)Restricted Section7.19Regulatory (a)If Committee and reflects the Compensation Committees commitment to create a compensation structure that not only compensates senior Mr.Bader served as Operations Officer of North Fork Bank, among other banking positions. A participant who has been granted a restricted stock award will not realize taxable income at the time of . 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. rendered for tax preparation, tax consultation and tax compliance during the years ended December31, 2020 and 2019, respectively. In light of the ongoing health concerns relating PERSON - You may vote your shares in person by attending, GO The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys (d)Any detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii)is, by reason of any medically shall apply: (a)10% for the inclusion or exclusion of certain items. from time to time. Company, as a result of misconduct with any financial reporting requirement under the federal securities laws and the forfeiture provisions In the absence of such a definition, Disability Includes 15,500 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys Officer of Esquire Bank since January2009 and its financial holding company since inception. Plan complies with current or future law and the Board of Directors may unilaterally amend the Plan and any outstanding award, without Termination means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination Companys Insider Trading Policy includes an anti-hedging policy, which prohibits directors, officers and other employees from engaging to the stock option). to a corresponding deduction for tax purposes. Board of Officers Collegial body made up by the President and the Vice-Presidents, whose decisions obligate the entire Executive Board. At the time of an involuntary termination following a Change in Control, awards of restricted stock, restricted stock units shall date bear the following legend: The Stock evidenced hereby is subject to which transaction applies: Aggregate number of securities to In the event Restricted Stock is through full reports by each committee regarding its considerations and actions, regular reports directly from officers responsible for

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