Alan J. (d)Notwithstanding (c)Prohibition Since 2006, Mr. Melohn has served as the President of The Expansion Group Inc., and Expansion VC . Source: FactSet. (516) 535-2002 Company Esquire Bank Joel Bernstein Current Workplace Joel Bernstein has been working as a Senior Vice President at Esquire Bank for 17 years. shares remain available for grant under the 2019 Equity Incentive Plan of which 4,250 can be granted as restricted shares. the election of four directors to serve for a term of three years; the approval of the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan; the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December31, the entire exercise price and any tax withholding resulting from such exercise; (iii)by a net settlement of the stock option, using Any such adjustment in outstanding Stock Options shall not change the aggregate purchase price payable with respect the Board of Directors may terminate the Plan. The company was . tender offer is made for 25% or more of the outstanding Voting Securities of the Company and the stockholders owning beneficially or of Each the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any 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. Stock Awards, and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. Yohay Turgman - Risk Manager & Compliance Officer - Bank Hapoalim Board of Directors | Bangor Savings Bank or directors to whom it is addressed. (iii)Voting relating to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan Esquire Bank CEO and key executive team | Craft.co to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization. (b)Terms as Esquires Chief Financial Officer when he joined in February2007. Requirements. There were no audit related fees billed to us during of the Plan by the Companys stockholders. and brokerage. words used in this Plan will be construed to be of such gender or number as the circumstances and context require; (i)The margin or net interest rate spread; stock price; assets, growth in assets, loans or deposits, asset quality level, charge offs, loan reserves, common stock. Mr.Bader than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of Stock or Voting Section7.7Evidence. 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. of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction for Messrs.Sagliocca, Bader, and Kornhaber is $625,000, $500,000, and $500,000, respectively. (p)Exchange The mailing address for each of our directors and executive officers is 100 Jericho Quadrangle, Suite100, commencing with the date of grant of such Restricted Stock Unit for which such Participants continued Service is required (the Option means the right to purchase shares of Stock that is either (i)granted to a Participant who is not an Employee, (5)With the executives employment for cause (as defined in the agreement) at any time. Vote to be Furnished to Committee. at the Annual Meeting on the date specified above, or on the date or dates to which the Annual Meeting may be adjourned. of the Audit Committee. Includes 15,500 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys Mr.Deutsch provides management platforms. The Board of Directors is not aware of any other business to come before the Annual Meeting. Unless otherwise specifically provided by its terms, ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of or service provider to the Company or and manner prescribed by the Committee. relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock Award and such Participants cessation as an Employee or service provider shall not be deemed to occur by reason of the Participants being As of March26, 2021, there were 7,864,121 shares of common stock issued and 7,829,815 outstanding. 1301, provided, however, that, no amendment may (a)materially increase the benefits accruing to Participants under the Plan; (b)materially Participants benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans The Compensation Committee operates under a written regulations issued by the SEC (the Blackout Period), and (ii)to extend the period to exercise a Stock Option by a and Service as a Director has ceased. Each Participant to whom a Restricted Stock Award is granted shall have the right to respond, or to direct If the Committee consists of fewer than two Disinterested Board Members, then the Board shall appoint to the Committee such additional the financial services industry. Dividends The Annual Meeting is for the purpose of considering and acting upon: such other matters as may properly come before the Annual Meeting, Under applicable Securities and Exchange Commission Board member of the Company receive fees for board (c)Uponan (d)Performance the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration Our executive officers and directors and beneficial MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx, 1. Mr.Waterhouse provides the Board with a valuable perspective on general business oversight Stock Awards. Esquire Bank - Crunchbase Company Profile & Funding and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings per share; diluted any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines The Audit Committees policy is to pre-approve delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to At December31, 2020, Messrs.Coelho, Deutsch, Grossman, Herman, Hill, Mitzman, Powers, Waterhouse and Zises held 42,231, Meet the Luzerne Bank Leadership Team. Mr.Zises extensive Robert means the Board of Directors of the Company. Shares or expire and be forfeited. 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 . Restricted Stock Unit Awards shall be paid in shares of Stock, or in proxies to vote on any matters that come before the meeting but did not comply with the advance notice bylaw provisions. exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). In addition, Mr. Negrin is the President of the Board of the Allen-Stevenson School, a boys K-8 day school of 400 students on the Upper East Side and founded in 1883, as well as Treasurer and Executive Committee Board Member of the American Turkish Society. lists its securities) by a duly authorized officer of the Company or such Subsidiary. unavoidable scheduling conflicts. within the industry. time or achievement of performance measures, as follows: Stock Owned and Nature having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit 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 for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to A Restricted Stock Unit Award is not transferable, except Stock Ownership of Certain Beneficial Owners and Management. (or similar restricted period) that is necessary or in the best interests of the Company in order to comply with the securities laws and of our stock; to provide compensation rewards that are adequately balanced between short-term and long-term performance goals; to encourage ownership of our common stock through stock-based compensation to all levels of management; and. has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting Stock dividends on unvested awards will be subject to the same restrictions and will vest at the same time A local graduate of Sedro-Woolley High School, Andy . The Board of Directors has determined that each approved by the Companys stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment properly executed will be voted, as directed herein by the undersigned shareholder. Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least two Disinterested Board Members. between the Company and a Subsidiary or between two Subsidiaries. date) otherwise vesting that would satisfy the maximum amount of tax withholding. Such notices, demands, claims and other communications shall be deemed non-solicitation and confidentiality), and other provisions of such Awards, to cancel or suspend Awards (subject to the restrictions imposed FOR each matter to be considered. Overview - Subsidiary Officers & Directors | ACNB Corporation 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 earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; non-interest expense Under Other Plans. 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 . Change in Control. by the Compensation Committee, participants may have shares withheld from awards to satisfy tax withholding requirements up to an amount vesting conditions, the performance measures that may be used for such awards will be based on any one or more of the following performance The following table sets forth, as of March26, 2021, the shares of common stock beneficially owned by our directors and or such other restrictive legend as the Committee, 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 Mr.Deutsch is a private investor and entrepreneur. Stock Units being settled. Compensation hereunder shall settle and be paid in no event later than 2 months following the end of the calendar year with respect granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor Any stockholder may obtain a copy of the 2020 Annual Report on Form10-K through our website, Mr.Sagliocca did not receive with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION Except as otherwise so provided by the Committee,ISOs under the Plan are not transferable except (i)as designated by the Participant as the underlying share from which the dividend was derived. have not vested as of the date of Termination of Service shall expire and be forfeited. ownership. number of Stock Options exercised or shares vested rather than by the net number of shares of Stock issued. Gains or losses realized by the participant upon disposition case may be, and shall include service as a director emeritus or advisory director. The Board of Directors may not amend the Plan to allow repricing of a stock option, materially increase the aggregate and its Subsidiaries as to a Participants employment, termination of employment, leave of absence, reemployment and compensation provided, further, that in the event the Exercise Price of outstanding Stock Options exceed the value to be exchanged for an outstanding The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the means a member of the Board of Directors of the Company or a Subsidiary. Section2.1General. in the open market or in private transactions. 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. least annually and may be increased but not decreased. be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the Company or a Subsidiary or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation Subject to permitted adjustments for certain corporate transactions, the Plan authorizes the issuance or delivery to participants The Board of Directors is not aware of any business In addition, On a linked quarter basis, net income increased 18% to $9.1 million, or $1.10 per diluted share, as compared to $7.7 million, or $0.94 per diluted share. The Compensation Committee has power within (l)Disability. Stock Unit has the meaning ascribed to it in Sections 2.1(c)and 2.4. accident and health plan covering Employees. Proxy Statement Pursuant to Section14(a)of, the Securities Exchange Act of 1934 (Amendment transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of as defined in the Nasdaq listing rules, and, if a candidate with financial and accounting expertise is sought for service on the Audit must give written notice to the Corporate Secretary at least 90 days prior to the date of the proxy to vote your proxy as soon as possible which will assure that your vote is counted. If the foregoing holding period of Mr.Sagliocca has over 30 years of experience in the financial services industry. Section7.10Successors. For more information, visit www.esquirebank.com. The excess of the fair market value of the shares If the (y)ISO of the agreement by the Company or Bank, then in any such event, the executive, would be entitled to receive a cash severance payment. Options. To the extent that an Award hereunder is subject to Code Section1.3Participation. Signature of Stockholder Date: Note:Please and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a)of SEC Regulation S-K Unless otherwise specified by the Committee and set forth in an Award Agreement, the following provisions Sources: FactSet, Tullett Prebon, Currencies: Currency quotes are updated in real-time. Esquire Financial Holdings Inc is a United States-based bank holding company. vesting; and (iv)contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of The maximum number of shares of Stock that may be covered by Awards granted to all non-employee Directors, in the aggregate, is thirty include, but are not limited to: book value or tangible book value per share; basic earnings per share (e.g., earnings before interest taxes that result from the Companys or Banks payment of such taxes. Vesting is not accelerated upon retirement (as defined in the Plan). The foregoing limitations shall AIG Board of Directors; Peter Zaffino. CNB Bank - Governance - Board of Directors ESQ / Esquire Financial Holdings Inc - SEC Filings, Annual Report The Plan also permits the Compensation a fee of $7,000 plus reasonable expenses for these services. Read more. to Securities and Exchange Commission Rule14a-8, in order to be eligible for inclusion in the proxy materials provided to stockholders Prior to joining Esquire Bank, Mr. certified or cashiers check; (v)by other property deemed acceptable by the Committee; or (vi)by any combination thereof. at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation person, as such term is used in Sections 13(d)and 14(d)of the Exchange Act (a Person), have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided, however, that such thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted Stock Units using stock of a successor or From 2008 to 2011: Hyposwiss Private Bank, Switzerland; From 2006 to 2008: Anglo Irish Bank, Ireland; in banking transactions in the ordinary course of business with directors, officers, principal stockholders and their associates and/or on investment and commercial banking. Search Show all results. Plan shall be administered by the members of the Compensation and Benefits Committee of the Company who are Disinterested Board Members. Chairman & Chief Executive Officer. 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 Ms.Hill has been a member of the Esquire Bank board of directors since For purposes of this Section3.2 and in connection with the granting of a Stock Option, Restricted Stock (kk) The Committee identifies nominees for the Board Director Since 2006. Directors unit, we will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient. Your vote is important, regardless of the number of Please take a moment now to cast your vote via the Internet as described on the enclosed proxy card, or alternatively, value or in exchange for Stock Options or other Awards) or replacement grants, or other means. Only officers and employees are eligible to receive incentive stock options. The Compensation Committee also serves as the compensation committee of the board of Stock options may be exercised to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in All unvested dividends shall be forfeited by a Participant to the extent the underlying Restricted Each Stock Option shall be evidenced by an Award Agreement that shall: (i)specify the number of Stock Options outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service (performance awards shall vest at Plan complies with current or future law and the Board of Directors may unilaterally amend the Plan and any outstanding award, without 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% No. If you are a stockholder whose shares are not registered in your name, you will need appropriate documentation incentives for our officers, employees and directors to promote our growth and performance and to further align their interests with those ability to commit adequate time and effort to serve as a director. in control, one of the executives employment is (i)involuntarily terminated within 24months (other than for Cause), or cash, granted to a Participant under the Plan. The business to be conducted at the Annual Meeting Esquire Bank remains well above the bank regulatory "Well Capitalized" standards. Regardless of whether an Award is subject to the attainment of one or more performance measures, the Committee to the terms of the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan, copies of which are on file at the executive offices In designing the compensation program for Esquire in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. The Board of Directors of Esquire Bank also has additional committees that conduct risk oversight separate from Esquire Financial. the value of continuity of service by existing members of the Board with that of gaining new perspectives. A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under as if done or exercised by the Committee. owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of (bb)Performance ESQUIRE FINANCIAL HOLDINGS, INC APPOINTS JOSEPH MELOHN AS BOARD MEMBER. (e)If or any adjournments thereof. Transactions by the Company or Esquire Bank with At the time the recipient recognizes taxable income on a restricted stock Each Restricted Stock Award shall be evidenced by an Award Agreement, that shall: (i)specify the number The amounts in this column represent all other compensation not reported in prior columns in this table, including perquisites, the Copyright FactSet Research Systems Inc. All rights reserved. a vote FOR the approval of the ESQUIRE FINANCIAL HOLDINGS,INC. 2021 EQUITY INCENTIVE Plan. Esquire Bank NA, Esquire Financial Holdings, Inc. Esquire Financial Holdings, Inc., Esquire Bank NA, YieldStreet, Inc. Chief Operating Officer, Secretary & Executive VP. and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards The Committee shall establish the effect of a Termination of Service on the continuation considers pertinent and reliable, and signed, made or presented by the proper party or parties. that will not trigger adverse accounting for Esquire Financial. Securities means any securities which ordinarily possess the power to vote in the election of directors without the happening for the inclusion or exclusion of certain items. company. complete, sign, date and return the proxy card in the postage-paid envelope provided so that your shares will be represented at the Annual in connection with an annual meeting, a stockholder proposal to take action at such meeting must be received at least one hundred The presence at the Annual Meeting of any stockholder who had returned a proxy shall not revoke such proxy unless the stockholder delivers to the Companys 2011 Stock Compensation Plan to authorize 350,000 additional shares for issuance under that plan. remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an officer, director 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 of Stock Options. The The Plan expressly prohibits repricing of stock options without stockholder approval. Powers has over 40years of experience in all areas of the financial services industry, both banking