equal to the exercise price and any applicable minimum tax withholding. to each recipient. in Control. Notwithstanding the preceding sentence, the Committee may grant Restricted Stock Awards and Restricted of restricted stock, restricted stockunits, stock options, including incentive stock options and non-qualified stock options, any in the Participants Award Agreement and identified in the audited financial statements of the Company, including footnotes, or Fame. of our directors, with the exception of Mr.Sagliocca, is an independent director, as defined under the Nasdaq listing rules. In the event of a change in control, any performance measure attached to a performance award under the Plan shall vest at the higher of, or service provider to, the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: (1)The an Exercise Price established by the Committee. (Continued (r)Excluded taxes that result from the Companys or Banks payment of such taxes. under the ticker ESQ, led by a seasoned board of directors and management team with a history of strong growth and success. the Compensation Committee to determine the number of shares to be granted to non-employee directors, subject to the aggregate and individual or substantial injury to the business reputation of the Company or any Subsidiary; (iii)the commission by the Participant of an Section8.1In 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 of Independent Registered Public Accounting Firm. For more. between the Company and a Subsidiary or between two Subsidiaries. However, important factors considered in the selection of nominees for director include experience in positions material interest of the stockholder in the proposed business. The boar of directors created a fun, respectful and professional environment for all. Based on our review Serving as a key consultant to the board of directors and to the executive management team. As of April1, 2021, options to purchase 58,100 shares of common stock have been granted (and are outstanding) that provides a definition of Disability or Disabled, then, for purposes of this Plan, the terms Disability Includes 1,000 unvested shares of restricted stock and presently exercisable options to purchase 4,833 shares of the Companys Restricted Stock Awards may be granted as Performance Awards. Communications with the Board of Directors. to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Plan. the stockholders at this meeting. not be transferable prior to the time that such Awards vest in the Participant. be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that Jericho, New York 11753. The estimated Net Worth of Eric S Bader is at least $1.26 Million dollars as of 15 May 2020. times during the year ended December31, 2020. 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. treatment as an incentive stock option in the event such option is exercised more than one year following termination of service due to not include (1)the Company or any of its Subsidiaries, (2)an employee benefit plan of the Company or any of its Subsidiaries Against Option Repricing. of such rights. same time for comparable transactions with persons not related to us and that do not involve more than the normal risk of collectability ESQ SEC Filings - Esquire Financial Holdings Inc - Annual Report, Proxy Statement, Prospectus. Subject to the preceding sentence, if the Committee determines that a change in the business, operations, corporate Mr.Bader was named Executive appointed by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors then in office The 2017 Equity Incentive Plan authorizes the issuance of up to 300,000 shares of the Companys common stock pursuant to grants Stock Option is exercised more than three months following Termination of Service due to Retirement and any Stock Option, Restricted Stock for Annual Meeting of Stockholders on May 27, 2021 Solicited on Behalf of the Board of Directors, The stockholder approval, the Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) to provide additional 2019 Award means an Award that vests in whole or in part upon the achievement of one or more specified performance measures, as (1)the 2021, options to purchase 648,732 shares of common stock are outstanding to officers, directors and others and 62 shares remain available Ms.Hill has been a member of the Esquire Bank board of directors since accident and health plan covering Employees. Statement are first being mailed to stockholders on or about April16, 2021. in banking transactions in the ordinary course of business with directors, officers, principal stockholders and their associates and/or Prior to joining the Company, Mr.Bader (iv)in the event This Proxy Statement is furnished in connection The independent registered public accounting firm is responsible for options granted that have not been exercised and all restricted stock awards and restricted stockunits that have not vested will If the payment and benefits the case of facsimile or email, the date upon which the transmitting party received confirmation of receipt; provided, Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 4,278 shares of the Companys Jeff has 39 years of banking experience and, prior to joining Heritage, held leadership positions at JPMorgan Chase, Washington Mutual, First Union and CoreStates. 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 APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. (d)Adjustment. to have a material adverse effect on Esquire Financial. At Esquire Bank, it's not just about processing payments; it's about building your business. The rights and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon termination Plan complies with current or future law and the Board of Directors may unilaterally amend the Plan and any outstanding award, without of the Award affected thereby, which in the sole discretion of the Committee, may materially and adversely affect the financial condition The grant of an incentive stock option will not result in taxable income to the participant. Election of Directors: 2. The bank focuses on servicing these businesses, their owners, and employees, giving them direct access to key decision-makers including its senior and executive managers. We intend to continue to separate the Chairman and Chief Executive Officer positions. Each Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the Restriction For these purposes, a leave of absence constitutes a bona fide of Committee. (aa)Participant means the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified The standing the financial services industry. for the inclusion or exclusion of certain items. Award Agreement, upon the Participants death, Disability or in connection with a Change in Control as set forth in ArticleIV. website. of Esquire Bank are further overseen by the Board of Directors of Esquire Bank, who are the same individuals who serve on the Board of No shares of common stock are pledged as collateral by a director or executive officer. Includes 15,500 unvested shares of restricted stock and presently exercisable options to purchase 38,231 shares of the Companys at any time, amend or terminate the Plan or any award granted under the Plan. Family Member means with respect to any Participant: (a)any of the Participants children, stepchildren, grandchildren, 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. As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the Except as otherwise so provided by the Committee,ISOs under the Plan are not transferable except (i)as designated by the Participant Board Leadership Structure and Risk Oversight. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Sectionshall maintain, to the extent practicable, of the entity surviving the plan of reorganization, merger, consolidation or similar transaction (or the parent of such surviving entity) by any other employees. A participant who has been granted a restricted stock unit will not realize taxable income at the time who is a non-executive director. right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets, Includes 3,000 unvested shares of restricted stock and presently exercisable options to purchase 7,000 shares of the Companys tender offer is made for 25% or more of the outstanding Voting Securities of the Company and the stockholders owning beneficially or of exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the Action. with the basis in such shares equal to the fair market value of the shares at the time of exercise. The Compensation Committee may review published data for companies of similar size, location, financial characteristics is a partnership, please sign in partnership name by authorized person. Stock options may be exercised for a period of one year following such termination of service. of record at the close of business on March26, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments In the event of a corporate transaction involving the stock of Esquire Financial, such as a stock dividend or a stock split, the share to come before the Annual Meeting other than the matters described above in the Proxy Statement. in the Award; and (iv)contain such other terms and conditions not inconsistent with the Plan, including the effect of termination thereof; and. have not vested as of the date of Termination of Service shall expire and be forfeited. in the case of Mr.Sagliocca, and two (2)times, in the case of Messrs.Bader and Kornhaber, of the executives average The role of the corporate secretary has evolved into the role of a senior corporate officer . (c)Restricted - Access www.voteproxy.com and follow the on-screen, instructions Corporate Governance and Nominating Committee will also take into account whether a candidate satisfies the criteria for independence increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially Under the employment agreements, the 2021 base salary Under this plan, directors and key principal officers of Esquire Bank, and other persons designated by the in connection with an annual meeting, a stockholder proposal to take action at such meeting must be received at least one hundred of a Change in Control. providers to, Esquire Financial or its subsidiaries are eligible to receive awards under the Plan, except that non-employees may not be Except to the extent prohibited under Code Section409A, if applicable, the Committee will be voted FOR ALL NOMINEES in Proposal 1 and FOR Price of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, to make all decisions and determinations regarding the selection of participants and the granting of awards; establishing the terms and Section3.4Delivery Committee will have the authority and discretion to select from among the Companys and its Subsidiaries Employees, Directors ESQUIRE FINANCIAL HOLDINGS, INC APPOINTS JOSEPH MELOHN AS BOARD MEMBER. Outstanding Equity Awards at Fiscal Year End. In addition to the base salary, each agreement provides that the executive will tax purposes. years meeting, any stockholder proposal must be received at a reasonable time before we print or mail proxy materials for such level, charge offs, loan reserves, non-performing assets, loans, deposits, growth of loans, loan production volume, non-performing loans, Proposals 2 and 3. Section6.1General. Nothing in this stock units. Section7.3Designation 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. Change value during other periods is calculated as the difference between the last trade and the most recent settle. oversight of risks that could affect the Company. The Plan shall be administered by the Compensation Committee of the Companys Board of Directors (the Committee), The mailing address for each of our directors and executive officers is 100 Jericho Quadrangle, Suite100, of Taxes. Esquire Bank Jan 2005 - Present18 years 4 months Garden City, NY President & Owner RTPowers Jan 2009 - Present14 years 4 months Long Island, New York Volunteer Experience Director Suffolk. The Esquire Bank 2007 Stock Option Plan has expired; At the time the recipient recognizes taxable income on a restricted stock provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of Unless otherwise provided in an award agreement, Communication With Audit Committees as amended; and. Each Restricted Stock Unit shall be evidenced by an Award Agreement which Period (defined below), the number of Restricted Stock Units granted, and such other provisions, including the effect of termination of above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our 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. permitted under this Plan may be taken at any time and from time to time in the actors reasonable discretion; (b)References The Audit Committee may delegate pre-approval authority to one or more members Powers was President, U.S. shall: (i)specify the number of Restricted Stock Units covered by the Award; (ii)specify the date of grant of the Restricted for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan, The excess of the fair market value of the shares employees or customers, suppliers vendors of the Company or Esquire Bank to terminate, reduce, limit or change their business relationship months of termination of service. Sources: FactSet, Tullett Prebon, Currencies: Currency quotes are updated in real-time. Stock Unit may be settled in cash based on the Fair Market Value of a share of the Companys Stock multiplied by the number of Restricted and brokerage. The Committee shall impose such other Financial and Esquire Bank. Act means the Securities Act of 1933, as amended from time to time. of the Committee shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. common stock. Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing Mr. What I liked the most at Esquire Bank is the environment the board of directors created. In the event there are not sufficient votes for other eligible documents online, while reducing costs, clutter, and of over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR At December31, 2020, the aggregate amount Law. the Board with an important insight into the legal industry and experience with managing and overseeing a business. Directors. as follows; required Form4s were not filed on a timely basis, one instance each, by directors Grossman and Waterhouse. to the voting of such proxy. listing requirements imposed by any national securities exchange on which the Company lists or seeks to list its securities. No individual Prior to running his family office and Bascom Hill Partners, Mr.Deutsch spent twenty years as a trader with Goldman Sachs Ari to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; financial and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards The Compensation Committee may utilize information and benchmarks from an On May26, 2011, the stockholders of the Company approved the 2011 Stock Compensation achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Esquire Financial. Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule16b-3 promulgated under the Mr.Kornhaber is a former trial lawyer who represented plaintiffs in personal injury, medical malpractice Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily The Board of Directors may not amend the Plan to allow repricing of a stock option, materially increase the aggregate (k)Unless the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that by the Company. of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation Direct The Compensation Committee may not grant a stock option with a term that is longer than 10 years. termination may adversely impair the rights of an outstanding award without the participants (or affected beneficiarys) he or she may be involved by reason of any action taken or failure to act under the Plan; and (ii)against and from any and all amounts The maximum number of shares of Stock that may be covered by Awards granted to all non-employee Directors, in the aggregate, is thirty Find top employees, contact details and business statistics at RocketReach. 22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. Stock Option has the meaning ascribed to it in Section2.1(a)and 2.2. earnings per share; return on equity; net income or net income before taxes; net interest income; non-interest income; non-interest expense Prior to vesting, recipients of a restricted stock award are entitled to vote the shares of restricted stock during the restricted its grant (or five (5)years with respect to an ISO granted to an Employee who is a 10% Stockholder). the Participant. ability to commit adequate time and effort to serve as a director. respect to a Stock Option, reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock sign exactly as your name or names appear on this Proxy. pursuant to the Plan or any Award. (c)The amount will be a capital gain. All rights reserved. In the event that after the occurrence of a change Compensation Committee were eligible to participate in the 2007 Stock Option Plan. Unless otherwise specifically provided by its terms, We have engaged, and expect to engage in the future, (ff)Retirement The Board of Directors is not aware of any other business to come before the Annual Meeting. million deduction limit. Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other In the event of any merger, consolidation, or other business reorganization (including, the provisions of this Section2.8, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted Stock. and Restricted Stock Unit Awards may be made under the Plan shall be adjusted proportionately and accordingly by the Committee, so that Plans purposes; and interpreting and otherwise construing the Plan. the Audit Committee reviews the financial records and affairs of Esquire Financial and monitors adherence in accounting and financial In addition, each executive will be entitled to the same continuation No cash dividends on unvested restricted stock awards, whether subject to a time-based vesting schedule or performance-based vesting

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