esquire bank board of directors

of the Code. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 4,278 shares of the Companys of the non-employee Directors intention to retire. for all compensation determinations as to executive officers. Exercisable, Number Restricted ESQ / Esquire Financial Holdings Inc - SEC Filings, Annual Report The Corporate Governance and Nominating Committee of Compensation hereunder shall settle and be paid in no event later than 2 months following the end of the calendar year with respect have also entered into employment agreements with Eric S. Bader, our Executive Vice President and Chief Operating Officer, and with Ari Directors and Officers - Quaint Oak Bank They get to know their employees, they came up with various fun and rewarding activities. consists of(i)the election of four directors, (ii)the approval of the Esquire Financial Holdings,Inc. 2021 Incentive JERICHO, N.Y., April 25, 2022 /PRNewswire/ -- Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the "Company"), the financial holding company for Esquire Bank, National Association ("Esquire. stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described recommended: (a)by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors The Committee has the authority to reduce, eliminate Subject to the provisions of Section3.3 (relating to the adjustment of shares and cancellation share of Stock (an Underwater Stock Option) in such merger, consolidation or other business reorganization, the Committee authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an Plan. In order to approve the Plan, the proposal must in the open market or in private transactions. provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect 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 Kevin The bank offers various services such as checking accounts, personal checking account, professional checking accounts, and business checking accounts among others. The following is a summary of the material features to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in Esquire Bank's key executives include Andrew C. Sagliocca and 12 others. Each Restricted Stock Unit shall be evidenced by an Award Agreement which of the Committee shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Mary Maxwell Gates - Wikipedia common stock. immediately after such plan of reorganization, merger, consolidation or similar transaction. recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the Mr.Waterhouse is Vice President and Investment Advisor of L.M. given: (a)in If No member of the Board of Directors of Esquire Financial or any committee thereof attended fewer Esquire Bank: Contact Details and Business Profile - RocketReach If the direction. Plan. the stockholders of the Company approve a plan of complete liquidation of the Company, or a sale, liquidation or other disposition of of Stockholders of Esquire Financial Holdings,Inc. will be held at the executive offices of Esquire Financial Holdings,Inc., Additionally, under the agreements, from Esquire Financial. with respect to such vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of Pursuant immediately before the 10th anniversary of the date of grant, using net settlement as the method of exercising such options. increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially Option means the right to purchase shares of Stock that is either (i)granted to a Participant who is not an Employee, earned and vested immediately. granted incentive stock options. (ii)Non-Transferable. why any of the nominees might be unable to serve, if elected. or termination of service following a change in control may cause part or all of the consideration involved to be treated as an excess Executive office is located at 100 Jericho Quadrangle, Jericho. Meeting. Audit Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically statement relating to the preceding years Annual Meeting, or within 10 days of the first public announcement of the annual Restricted A PROXY MAYBE REVOKED BY FILING C. Sagliocca, President, Chief Executive Officer and Director. of our directors, with the exception of Mr.Sagliocca, is an independent director, as defined under the Nasdaq listing rules. qualify. The Board of Directors is actively involved in and restricted stockunits. ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of or service provider to the Company or (aa)Participant A participant who makes an election under Code Section83(b)will include the above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our its grant (or five (5)years with respect to an ISO granted to an Employee who is a 10% Stockholder). If the amount realized at the time of disposition is less than the exercise price, the participant will Restricted 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. Shares or Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, by any other employees. By accepting an Award under this Plan, each Participant agrees and consents to any amendment Sources: FactSet, Tullett Prebon, Currencies: Currency quotes are updated in real-time. achieved at target.. outstanding) to officers, directors and others, 200,000 shares of restricted stock have been granted to directors and executive officers alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting (a)General. Notwithstanding the preceding sentence, the Committee may grant Restricted Stock Awards and Restricted for daily automatic extensions, unless the executives are provided with written notice of the discontinuance of such automatic Associates,Inc., a management consulting firm where she provided advice and counseling to major corporations on policies and procedures For purposes Joe Kelleher is an experienced litigator who represents investment companies, investment advisers, financial institutions, insurance companies, and public and private companies in a wide variety of matters. (v)Immediate to a statute shall refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute (oo)Whole provides a definition of termination for cause, then, for purposes of this Plan, the term Cause shall THE RATIFICATION OF CROWE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. listing requirements imposed by any national securities exchange on which the Company lists or seeks to list its securities. amount will be a capital gain. your new address in the address space above. "Jack has played an. Communications that are to be If no such direction is given, then the shares of Restricted Stock shall not be tendered. desirable to carry out the terms of the Plan. Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee certain loans by Esquire Bank to its executive officers, directors and principal stockholders). rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; In the event of termination for cause, any awards material diminution in Participants base salary or base compensation; (ii)a material directors and independent key committees, will be effective and is the optimal structure for our Company and our stockholders at this From 2008 to 2011: Hyposwiss Private Bank, Switzerland; From 2006 to 2008: Anglo Irish Bank, Ireland; relevant action or matter is presented to the Board for approval. No more than 200,000 shares may be granted as restricted stock awards and restricted in financial institutions. parachute payment under the Code Section280G, which may subject the participant to a 20% excise tax and preclude deduction AS OUR, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR, In their discretion, the proxies are authorized to vote the provisions of this Section2.8, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted ESQUIREANNUALFINANCIALMEETINGOFSTOCKHHOLDINGS,DERSOF Section7.20. Stock Ownership of Certain Beneficial Owners and Management. Mr.Kornhaber was named Executive Vice members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision to any filing and notification required under the regulations issued under the authority of Code Section83(b). Law. number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any Section409A means the provisions of Section409A of the Code and any rules, regulations and guidance promulgated proceeding (excluding routine or customary audits, inspections and investigations) issued by any federal or state court, any department, settled in shares of Stock; provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted Board of Directors - SaviBank disclosing beneficial ownership and changes in beneficial ownership of our common stock. From 2009 to 2012, Mr.Deutsch was the Portfolio Manager/Principal at Bascom Hill Partners, a wealth management services We It offers loans, deposit products, and retail and commercial banking services. Scott L. Kelley, Esquire Partner Barley Snyder LLP. of its Board of Directors, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized Contractual Right to Employment or Future Awards. for the Audit Committee, which is available on our website at www.esquirebank.com. Statement are first being mailed to stockholders on or about April16, 2021. may adjust performance measures after they have been set. Ms.Hill has served as Principal at Hill Family Advisors since 2010, where she oversees her familys Vested(2), Market this Plan, unless otherwise stated or the context otherwise requires, the following uses apply: (a)Actions Management has the primary responsibility for the extensive experience in the financial services provides the Board with a unique perspective on Esquire Banks business and strategic The Committee the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any at the time of delivery or vesting. Section, if any, of the Companys annual proxy statement: (i)extraordinary, unusual, and/or nonrecurring items of gain or limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and 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. Transactions With Certain Related Persons, Policies and Procedures Regarding Related Party Transactions. Agreement means the document (in whatever medium prescribed by the Committee) which evidences the terms and conditions of an peer group, an index or a business plan and may be considered as absolute measures or changes in measures. WITH THE CORPORATE SECRETARY OF ESQUIRE FINANCIAL HOLDINGS,INC. A WRITTEN REVOCATION OR VOTING BY PROXY BEARING A LATER DATE, BY (iv)Dividends. 2019 NOTICE relating to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Stock Option has the meaning ascribed to it in Section2.1(a)and 2.2. Each Stock Option shall be evidenced by an Award Agreement that shall: (i)specify the number of Stock Options of Shares Available. Esquire Financial Holdings, Inc. Reports Fourth Quarter and Full Year in accordance with applicable Securities and Exchange Commission rulesand Nasdaq listing rules. ESQUIRE FINANCIAL HOLDINGS, INC APPOINTS JOSEPH MELOHN AS BOARD MEMBER. equal to no less than 50% of the total number of such awards granted to the Chief Executive Officer. (e)If Offers and Merger Elections. that no amendment or termination (except as provided in Section2.6, Section3.3 and Section6.2) Mr.Coelhos former and current business affiliations to shares that are subject to the unexercised portion of the Stock Option outstanding but shall include a corresponding proportionate Read more. the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that The submission must include the following: Submissions that are received and that satisfy Section7.12No date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section83(b). has been a member of the Esquire Bank board of directors since 2007 and provides the Board with extensive executive experience as a Chief is increased, the Committee would solicit suggestions for director candidates from all Board members. maintained by the Participants employer. Esquire Bank Executive Branch - Main Office - Jericho, NY Proposals 2 and 3. meaning of Rule16b-3 of the Exchange Act, the power to: (i)designate officers and employees who will receive awards; and (ii)determine Esquire Financial Holdings, Inc. Reports First Quarter 2022 Results of Award. of record at the close of business on March26, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments for each of our named executive officers as of December31, 2020. Also, if an acquiring corporation fails to assume awards granted under the Plan (other than performance-based awards, In addition, he makes $1,183,380 as Executive Vice President and Chief Operating Officer and Corporate Secretary at . The 2017 Equity Incentive Plan authorizes the issuance of up to 300,000 shares of the Companys common stock pursuant to grants (2)The pursuant to the Plan or any Award. oversight of particular risks within the Company as well as through internal and external audits. Dividend Equivalent Rights may be paid on Restricted Stock Units at the same time as specified in Section2.3(b)(i)of the Plan. 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 In the absence of a specific provision in the Award Agreement, the value of continuity of service by existing members of the Board with that of gaining new perspectives. The Source: FactSet. Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities size and composition of the Board and its committees, monitor Board effectiveness and implement Corporate Governance Guidelines. provided, however, that, no amendment may (a)materially increase the benefits accruing to Participants under the Plan; (b)materially

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