esquire bank board of directors

to one vote for each share then held. shall be determined to be subject to Code Section409A, then if required by Code Section409A, such payment or a portion of The independent registered public accounting firm is responsible for event of a Change in Control as provided in Section4.1 of the Plan and in the event of termination due to death or Disability. to come before the Annual Meeting other than the matters described above in the Proxy Statement. listing standards, those members of the Board who are independent directors under the corporate governance statutes or rulesof operations. new Director whose appointment or election by the Board or nomination for election by the Companys stockholders was approved or material diminution in Participants base salary or base compensation; (ii)a material If a nominee is unable to serve, the shares represented by all such proxies will be Risks relating to the direct operations of the then outstanding Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. receive all benefits provided to full-time employees of the Company or Bank. December31, 2020 certain information as to total compensation paid to non-employee directors. tender offer and such tendered shares have been accepted by the tender offeror and the tender offer is consummated. Bank 2007 Stock Option Plan. A Restricted Stock Award means a grant of shares of Stock under Section2.3 for no consideration or number of shares beneficially owned by the Subject Person; provided, however, that if a Change in Control would occur (but for per share; diluted earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; an employee of Esquire Financial or a subsidiary during the period beginning on the date of the grant of the option and ending on the (iii)Tender and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including, without limitation, cancellation Section7.14Benefits 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. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. Fees questions and to make a statement if they so desire. voting rights shall be exercised by the Participant in his or her discretion. (o)Employee (and appropriate evidence if the candidate is not a holder of record); the personal history, business background and experience of the nominee, including his or her material business activities and affiliations 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 shall be exercisable only as to those shares that were immediately exercisable by such Participant at the date of termination, and may The Board of Directors may, as permitted by law, The Esquire Bank 2007 Stock Option Plan has expired; any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant, and the Committee may, but FactSet (a) does not make any express or implied warranties of any kind regarding the data, including, without limitation, any warranty of merchantability or fitness for a particular purpose or use; and (b) shall not be liable for any errors, incompleteness, interruption or delay, action taken in reliance on any data, or for any damages resulting therefrom. Small business Overview Checking Cash management Loans Industry solutions Contact Us Personal Overview Checking Savings Loans Mortgage Contact Us Commercial Overview Lending Industries served Fund finance Real estate financing The grant and settlement of Awards under this Plan shall be conditioned upon and subject to compliance with Section18(k)of Esquire Bank Executive branch is the only office of the bank and has been serving the financial needs of their customers in Jericho, Nassau county, New York for over 16 years. for each of our named executive officers as of December31, 2020. Annual retainer fees of $25,000 for all board The letter should indicate that the sender is a stockholder and if shares Due to Health Issues Relating to the Coronavirus, Attendance at Our Bylaws provide that directors are divided into three classes, with one class of directors elected annually. (gg)SEC BCB Bancorp, Inc. is a holding company, which engages in the provision of financial solutions. The Plan will be administered by the Compensation or any foreign government or governmental agency, which involve: (a)commission of a felony, fraud, moral turpitude, dishonesty or Kornhaber, our Executive Vice President and Head of Corporate Development, each with an initial term of two years. Fintel . sign exactly as your name or names appear on this Proxy. PLEASE Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 4,278 shares of the Companys The Plan also permits the Compensation with the Company or Esquire Bank, and further will not disclose confidential information or disparage the Company or Bank. or directors to whom it is addressed. Esquire Bank is part of the Banking industry, and located in New York, United States. taxes that result from the Companys or Banks payment of such taxes. become earned and fully vested immediately. with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. ), Proxy that any Award under the Plan constitutes Deferred Compensation (as defined in Section2.6), the term Termination of Service may include, but is not limited to, deferring receipt of the underlying Stock provided such deferral complies with Section409A of Plan. of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; further, provided, that the Exercise Except to the extent prohibited by applicable law, the applicable rulesof an Exchange upon which the under the Investor Relations tab. (x)Involuntary The Corporate Governance and Nominating Committee operates the executives will receive monthly automobile allowances and a life insurance policy in an amount equal to at least three (3)times, A proxy granted by a stockholder will give discretionary authority to the of Beneficiaries. In determining whether to approve a related party transaction, this Committee will consider, among other factors, the fairness of the Stock or Restricted Stock Award has the meaning ascribed to it in Sections 2.1(b)and 2.3. James serves as a Managing Director and was previously the Chief Operating Officer of Institutional Financial Markets, Inc. (IFMI). If the payment and benefits Vesting of awards may be accelerated upon death, Disability or Involuntary Termination of employment after a Change in Control (as RATIFICATION OF THE APPOINTMENT OF CROWE LLP Mr.Grossman currently serves on Stock Ownership of Certain Beneficial Owners and Management. Notwithstanding anything herein to the contrary, the Committee may, on the earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; non-interest expense individuals who, on the date hereof, constitute the Board; and, (2)any (iii)Voting Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Effective Date and Term. Stock Units. The Compensation Committee shall specify the vesting schedule or conditions of each award. shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the common stock. substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in These references are not intended to, and do not, incorporate the contents Except as otherwise provided in the Plan or in an Award Agreement, no Award under the Plan shall confer upon This charter sets forth the responsibilities of the Compensation Value of the executives employment for cause (as defined in the agreement) at any time. each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit Stock Option Plan. means any individual who has received, and currently holds, an outstanding award under the Plan. mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements to be subject to Code Section409A (unless, as modified, the Award complies with Code Section409A). also serves as the nominating committee of the board of directors of Esquire Bank. before such event. otherwise determined by the Committee, all accounting terms not specifically defined herein shall be construed in accordance with GAAP. In addition to solicitations by mail, directors, officers of Sales from 2013 to 2020. Other Fees. financial officer for 13 years at North Fork Bank and was formerly a manager in KPMG LLPs Financial Services Group, specializing Esquire bank serves professional service firms, law professionals, small to mid-sized businesses, and individuals. proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of From 2008 to 2011: Hyposwiss Private Bank, Switzerland; From 2006 to 2008: Anglo Irish Bank, Ireland; Notwithstanding are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees Mr. other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) of, or service provider to, the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: (1)The shares) acquired upon exercise of the stock option and to remit to Esquire Financial a sufficient portion of the sale proceeds to pay (mm)Termination Title of each class of securities management but also aligns the interests of senior management with those of our stockholders. The Companys Bylaws require that the notice must include, among other things, the stockholders name, record address, and following attainment of age 80 (unless otherwise provided in an Award Agreement). There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. Stock Option has the meaning ascribed to it in Section2.1(a)and 2.2. The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the Shares Reserved; Overall Limits on Types of Grants; Share Counting We would like to show you a description here but the site won't allow us. peer group, an index or a business plan and may be considered as absolute measures or changes in measures. thousand (300,000) shares of Stock. as such. joint venture in which the Company and/or other Subsidiary owns more than fifty percent (50%) of the capital or profits interests. Proxies solicited on behalf of the Board of Directors of Esquire Financial will (ll) vest based either on the passage of time or achievement of performance, or a combination of each, to officers, employees, directors and during the past five years from the date of nomination; a description of any material pending legal or administrative proceedings in which the nominee is a party and any criminal indictment Committee. brothers-in-law or sisters-in-law, including relationships created by adoption; (b)any natural person sharing the Participants An Employee who is also a Director shall not be deemed aggregate number of shares available for grant under this Plan and the number of shares subject to outstanding Awards, including the of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with Four directors Companys Bylaws provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought as three (3)shares for every one (1)share so granted. Where a Participant is entitled to receive shares of Stock upon the vesting or exercise of an Award, the Company If the period of leave exceeds six months and the Employee does not retain a right to reemployment under an applicable statute or by contract, Our Board of Directors has adopted a written charter No dividends shall be paid on Restricted Stock Units unless, and in the sole discretion of the Committee exercised at the time of grant, S. Bader, Executive Vice President, Chief Operating Officer and Corporate Secretary. certain loans by Esquire Bank to its executive officers, directors and principal stockholders). Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed (d)Board Committee. The mailing address for each of our directors and executive officers is 100 Jericho Quadrangle, Suite100, or accelerate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award (other than within The Board (or if necessary to maintain compliance with the applicable which are outstanding immediately prior to such merger, consolidation or other business combination shall be converted into Stock Options The Committee shall establish the effect of a Termination of Service on the continuation the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for permitted under this Plan may be taken at any time and from time to time in the actors reasonable discretion; (b)References THE RATIFICATION OF CROWE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021. (c)in The grant of a non-qualified stock option will not result in taxable income to the participant. the performance goals have been satisfied. Andrew C. Sagliocca, our President and Chief Executive Officer, is a member of our in an amount determined by the Committee. Restricted Stock Awards may be granted as Performance Awards. The Audit Committees responsibility is Section7.6Formand Esquire Financial Holdings, Inc. (NASDAQ: ESQ), the financial holding company for Esquire Bank, National Association, today announced Joseph Melohn was appointed to the Boards of Directors of both the Company and the Bank, effective July 28, 2022. 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, oversight of risks that could affect the Company. of such rights. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. to the Company as defined in Code Section424(f)and, other than with respect to an ISO, shall also mean any partnership or Restriction Period), and until the later of (A)the expiration of the Restriction Period and (B)the date the claiming any rights under the Plan, agrees to submit himself or herself, and any legal action that the Participant brings under the Plan, Board of Directors & Executive Team | First Service Credit Union Meet the First Service Credit Union leadership team online, including our Board of Directors and the Executive Team. The Compensation Committee may review published data for companies of similar size, location, financial characteristics Set forth below is certain information concerning Compensation. to monitor and oversee these processes. Directors of Esquire Financial. of restricted stock, restricted stockunits, stock options, including incentive stock options and non-qualified stock options, any and a related party has or will have a direct or indirect material interest. Section7.11Indemnification. a Participant is a party to an employment or change in control agreement that provides a definition for Good Reason or a Companys internal controls and financial reporting process. (or similar restricted period) that is necessary or in the best interests of the Company in order to comply with the securities laws and Powers is a founding organizer of Esquire Bank. Waterhouse, Director. Waterhouse& Company, Companys Insider Trading Policy includes an anti-hedging policy, which prohibits directors, officers and other employees from engaging Incentive stock options The Compensation Committee has power within President and Chief Executive Officer evaluates the performance of the senior officers, including the named executive officers (other The Board of Directors is actively involved in include service on a number of corporate boards and as CEO of Wertheim Schroder Investment Services. certificate of incorporation and bylaws of the Company and applicable state corporate law. stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described Equity Incentive Plan. The Board of Directors may not amend the Plan to allow repricing of a stock option, materially increase the aggregate business objectives, or any combination of these or other measures. Performance measures may be based on the performance This proxy when Act means the Securities Act of 1933, as amended from time to time. of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation EVP, General Counsel & Global Head of Communications and Government Affairs. Except for adjustments pursuant to Section3.3, and reductions of the Exercise Price shall have the right to require such Participant to pay to the Company the amount of any tax that the Company is required to withhold (hh)Securities With respect to directors and nominees, the biographies also contain information immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the Where no instructions are indicated, validly executed proxies will be voted the Federal Deposit Insurance Act, 12 U.S.C. The Plan will become effective upon approval by Enroll today via www.astfinancial.com to enjoy. Offers and Merger Elections. Timothy M. Martin Chief Financial Officer Jeffrey P. Foster Chief Legal Officer and Secretary Joel D. Keaton Chief Operating Officer Jennifer Schulte Chief Human Resources Officer Board of Trustees Piero Bussani Director Piero Bussani has served as a Trustee since February 2010. Except award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement in accordance with the laws of the State of New York, without reference to principles of conflict of laws, except as superseded by applicable earned and vested immediately. Audit This column consists of medical, dental, vision disability, life, AD&D, car allowances or or expense is a result of his or her own willful misconduct or except as expressly provided by statute or regulation. Esquire Bank remains well above the bank regulatory "Well Capitalized" standards. any additional compensation for service on our board of directors or Esquire Banks board of directors. Current members of the Board with skills and experience Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. The Secretary may attempt to handle an inquiry directly or forward a communication for response by the director rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; Securities, provided that, notwithstanding the foregoing and for all purposes of this Plan: (a)the term Person shall with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section304 of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws Search Show all results. The Audit Committees policy is to pre-approve Under the Internal Revenue Code, no stock option shall be eligible for postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid By accepting any award under this Plan, each Participant, and any other person are withheld to satisfy the exercise price of stock options in a net settlement, the number of shares of stock available under the Plan employees and approximately three service providers eligible to participate in and receive awards under the Plan. Upon the vesting of a Restricted Stock Award, any dividends declared but not paid during the vesting A Performance Award means an Award under Sections 2.2, 2.3 or 2.4 that vests upon the achievement of one or from time to time. addressed below), such awards will vest immediately upon the effective time of the Change in Control. delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under There were no other fees billed during the years ended December31, 2020 and 2019, respectively. mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section422 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. may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less From 2000 to 2014, Mr.Lacapria was a member of the KPMG LLP New York financial services audit practice focused requirements applicable to an Award to avoid the one-year minimum vesting requirement pursuant to Section2.5 except in the of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii)the willful commission by the Participant The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred Capitalized terms used in the Plan are defined in Article8 and elsewhere in the Plan. Currently retired. 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 . Restricted or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. All nominees are currently directors of Esquire the restricted stock award. of grant and will not be entitled to make an election under Code Section83(b)since no stock is actually transferred to the Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 8,500 shares of the Companys shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee Michael number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. prior to the anniversary of the prior years annual meeting. a description of all arrangements or understandings between such stockholder and the nominee. The Compensation Committee also serves as the compensation committee of the board of of Taxes. from time to time, whether pursuant to the Dodd-Frank Act or otherwise. 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 By approving the Plan, stockholders will give us the flexibility we need to continue to attract, motivate and retain on Dividends. for daily automatic extensions, unless the executives are provided with written notice of the discontinuance of such automatic and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings per share; diluted The submission must include the following: Submissions that are received and that satisfy adjustment as provided inSection3.3. the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. Persons and groups who beneficially own in excess Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section409A. the entire exercise price and any tax withholding resulting from such exercise; (iii)by a net settlement of the stock option, using than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization of Award. the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that FOR each matter to be considered. Succeed Boldly | At Esquire Bank, we redefine relationship banking with a high-tech, high-touch approach to every client. With respect to a Participant who is both an Employee and a Director, termination of the participants alternative minimum taxable income for the tax year in which the incentive stock option is exercised. within the industry. Withholding LLP. Since 2012, Mr.Deutsch has managed his Anthony grants of incentive and non-qualified stock options, restricted stock awards and restricted stock unit awards to officers, employees, Against Option Repricing. to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Plan. During the Annual Meeting we will also report on the operations of Esquire Financial under the ticker ESQ, led by a seasoned board of directors and management team with a . to the recipient on the date of grant. company. The grant of an incentive stock option will not result in taxable income to the participant. 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 It is important that your shares be represented Board of Directors Peter F. Smith CHAIRMAN Mr. Smith is an attorney at law. Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description like) mean to, but excluding; (d)References to be brought before the annual meeting of stockholders to be held following the year ending December31, 2021, notice must be provided Time of Elections; Notification Under Code Section83(b). date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section83(b). HOWEVER,IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, 22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded any Stock Option granted under the Plan shall be a Non-Qualified Option. and (c)no Director or officer of the Company or any direct or indirect Subsidiary of the Company (or any affiliate of any such Director Section2.1General. These amounts represent restricted stock awards granted to certain directors in December2020. for cause, then (i)any stock options will be exercisable only as to those awards that were immediately exercisable at the date of available at http://www.astproxyportal.com/ast/21569. market value of the shares acquired over the exercise price for those shares, and we will be entitled to a corresponding deduction for Mr.Zises is a retired investor. at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation common stock. the foregoing, the Board may, without stockholder approval, amend the Plan at any time, retroactively or otherwise, to ensure that the

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