experience in the financial services industry provides the Board with an important perspective on the Banks business and strategic Marc As noted in the Corporate Governance and Nominating Amounts shown are based on the fair market value of Esquire Financial common stock on December31, 2020 of $19.19. (2)The is consummated, other than a plan of reorganization, merger, consolidation or similar transaction that is an Excluded Transaction, or achievement with the highest personal and professional ethics and integrity and whose values are compatible with those of Esquire Financial. years in the remaining term of the agreement or (ii)one (1). conditions and/or restrictions on any Restricted Stock Unit Award granted pursuant to the Plan as it may deem advisable including, without within 12 months, then the Company or Bank will pay him a cash payment equal to 299% of his average annual compensation in the case of shares) acquired upon exercise of the stock option and to remit to Esquire Financial a sufficient portion of the sale proceeds to pay defined as our chief executive officer, our chief financial officer, and the three other most highly compensated officers (each, a covered The following is a summary of the material features of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for the in-the-money value, if any, of the vested portion However, important factors considered in the selection of nominees for director include experience in positions established by the Committee. 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 . the limitations set forth in the Plan to make all decisions and determinations regarding the selection of participants and the granting If a nominee is unable to serve, the shares represented by all such proxies will be Joseph T. Kelleher | Professionals | Stradley Ronon in the geographic location at which Participant must perform his duties that is more than thirty (30) miles from the location of Participants amassed more than 35years of experience in the worldwide specialized courier industry. number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant, and the Committee may, but Board of directors Chairman. Any discretionary short-swing profit rulesof Section16 of the Exchange Act. or a Non-Qualified Stock Option (a Non-Qualified Option) that is not intended to be an ISO, provided, however, that at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation Has the capacity and desire to represent the balanced, best interests of the stockholders of the Company as a group, and not primarily The following table sets forth for the year ended (k)Director of Arts from the University of Chicago, both in Mathematics. of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with (x)registered in the name of the Participant and held on behalf of the Company, together with a stock power executed by the Participant to, the Participant. common stock. computing periods from a specified date to a later specified date, the words from and commencing on (and the 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. (c)The the Committee shall have discretion to determine if a Termination of Service has occurred and the date on which it occurred. The Audit Committees responsibility is Holdings,Inc. shall: (i)specify the number of Restricted Stock Units covered by the Award; (ii)specify the date of grant of the Restricted Services provided such leave of absence does not exceed six months, or if longer, so long as the Employee retains a right to reemployment Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services and restricted stockunits that have not vested as of the date of termination of service will expire and be forfeited. that he or she served). such minimum consideration as may be required by applicable law. The Ms.Hill has been a member of the Esquire Bank board of directors since Mr.Herman has been senior partner at the law firm Herman, Herman& Katz, L.L.C., a If a Participant is promoted, demoted or transferred each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit The Secretary has the authority not to forward a communication if it is primarily commercial in Source: Kantar Media. peer group, an index or a business plan and may be considered as absolute measures or changes in measures. The Compensation Committee may automatically exercise in-the-money stock options that are exercisable but unexercised as of the day Esquire Bank Careers and Employment | Indeed.com (e)Notwithstanding (c)Upon Our independent registered public accounting firm A Participants acceptance of any Award From 2008 to 2011: Hyposwiss Private Bank, Switzerland; From 2006 to 2008: Anglo Irish Bank, Ireland; LLP. Any such proposals shall be subject to the requirements of the proxy rulesadopted under the Securities Exchange Act of or other employee is prohibited. Awards may also be subject to clawback under any other clawback policy adopted by Esquire Financial 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 . any payment to such holder. 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. Each Restricted Stock Award shall be subject to the following terms and conditions: (i)Dividends. News Corp is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. means any person employed by the Company or any Subsidiary. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 1,000 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 Yohay Turgman - Risk Manager & Compliance Officer - Bank Hapoalim a candidate who at a minimum satisfies the following criteria: The Approval of the Plan by the stockholders authorizes no adverse accounting consequences are triggered under FASB ASC Topic 718 or its successor, a Participant shall have the right Section1.2Administration. title listing standards, those members of the Board who are independent directors under the corporate governance statutes or rulesof Reviewed and discussed with management our audited consolidated financial statements for the year ended December31, 2020; Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. Kevin It is important that your shares be represented In the sole discretion of the Committee exercised in accordance with Section5.2(a)above, any Stock to which transaction applies: Aggregate number of securities to or Disabled shall have meaning set forth in such agreement. 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 Under applicable Securities and Exchange Commission Any direction. Jeff currently serves on the board of the Oregon Bankers Association and Pacific Coast . or officer) shall, by reason of any or all of such Directors or officers acting in their capacities as such, be deemed to beneficially to monitor and oversee these processes. Employees under the Plan. Proxy Statement Pursuant to Section14(a)of, the Securities Exchange Act of 1934 (Amendment Plan. amount will be a capital gain. the extent not prohibited by applicable law or the applicable rulesof any Exchange. during such calendar year under such equity plans, or (ii)50% of the total number of such type of awards granted during such calendar number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing be granted under the Plan on or after the day immediately prior to the 10-year anniversary of the effective date of the Plan. Unless so revoked, the shares represented by such proxies will be OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. If the participant does not sell or otherwise dispose Prior to joining the Company, Mr.Bader Section1.3Participation. (b)Certificates. the above requirements are forwarded to the Corporate Governance and Nominating Committee for further review and consideration, using Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right of the Esquire Bank board of directors since 2010 and has been Chairman of the Board of Directors since August2018. The records of the Company the original intent of the applicable provision without violating Code Section409A. any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, Underlying Section409A, Disability or Disabled shall mean that a Participant: (i)is unable to engage in any Mr.Mitzman stock exchange on which our common stock is traded. or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation the Plan. Mr.Waterhouse Subject to Section5.1, all actions registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. The Quick Group of Companies serves as a provider of worldwide-mission-critical Involuntary Termination following a Change in Control, all Performance Awards shall vest at the higher of the actual level of the performance Section422 of the Code. Esquire Financial Holdings, Inc. engages in the provision of banking and financial solutions. in the case of Mr.Sagliocca, and two (2)times, in the case of Messrs.Bader and Kornhaber, of the executives average Any action may be taken on the foregoing proposals Stock. Stock Option has the meaning ascribed to it in Section2.1(a)and 2.2. to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the earned and vested immediately. Mr.Deutsch provides The cost of solicitation of proxies will be borne controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the like) mean from and including, and the words to, until and ending on (and the the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that Award Agreement, upon the Participants death, Disability or in connection with a Change in Control as set forth in ArticleIV. or postponements. Compensation Committee were eligible to participate in the 2007 Stock Option Plan. A Stock Option means a grant under Section2.2 that represents the right to purchase shares of Stock at For purposes of this Plan, a Separation from vested or unvested. BOARD OF DIRECTORS Shell plc has a single-tier Board of Directors chaired by a non-executive Chairman Sir Andrew Mackenzie. for daily automatic extensions, unless the executives are provided with written notice of the discontinuance of such automatic This charter sets forth the responsibilities of the Compensation Signature of Stockholder Date: Note:Please Meet the Man in Charge of What Remains of Silicon Valley Bank thereunder, as modified from time to time. We would like to show you a description here but the site won't allow us. Section1.1Purpose, regulations issued by the SEC (the Blackout Period), and (ii)to extend the period to exercise a Stock Option by a Eric Bader Net Worth (2023) | wallmine Stockholders sign exactly as your name or names appear on this Proxy. named Tim Mayopoulos as chief executive of Silicon Valley Bridge Bank. for cause, then (i)any stock options will be exercisable only as to those awards that were immediately exercisable at the date of The biographies of each of the nominees, continuing Sources: FactSet, Dow Jones, ETF Movers: Includes ETFs & ETNs with volume of at least 50,000. Mr. Nofal joined QNB Group in 2003 and served as the Group Chief Compliance Officer of QNB Group for over 15 years. and evidenced in the Award Agreement, subject to acceleration of vesting, to the extent authorized by the Committee or set forth in the immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the Related Fees. A representative of Crowe LLP is expected to attend the Annual Meeting to respond to appropriate signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. material diminution in Participants base salary or base compensation; (ii)a material (d)a references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified; (h)All may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without AIG Board of Directors; Peter Zaffino. delegate all or any part of its responsibilities and powers to any person or persons selected by it, including (a)delegating to and shall be subject to vesting conditions and restrictions as determined by the Compensation Committee. America, and is a member of the Mass Tort Trial Lawyers Association, the Million Dollar Advocates Forum and the leaders Forum of the American pursuant to the Plan or any Award. (f)Change 2021, options to purchase 648,732 shares of common stock are outstanding to officers, directors and others and 62 shares remain available Esquire Bank : Board of Directors Mourns the Loss of its Founder and The table below summarizes for the years ended December31, 2020 and 2019 the total compensation The Committee has the authority to reduce, eliminate for Messrs.Sagliocca, Bader, and Kornhaber is $625,000, $500,000, and $500,000, respectively. Provided there are no adverse accounting consequences paper waste. and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a)of SEC Regulation S-K Mrs. Sabanc Diner is also a board member of Sabanc Holding and a member of the Board of Trustees of Sabanc University and the Sabanc Foundation. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, Section, if any, of the Companys annual proxy statement: (i)extraordinary, unusual, and/or nonrecurring items of gain or for a period of one year following such termination of service. respect to a Participant who is a director, Termination of Service as a Director will not be deemed to have occurred if the Participant to the registered name(s) on the account may not be submitted via. management but also aligns the interests of senior management with those of our stockholders. Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 37,181 shares of the Companys upon such other business as may, properly come before the Annual Meeting. which are outstanding immediately prior to such merger, consolidation or other business combination shall be converted into Stock Options FOR the election of the four director nominees named in this Proxy Statement, FOR the Esquire Financial Holdings,Inc. Notice of Meeting, proxy statement, 2020 Annual Report to Stockholders and proxy card, are and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers under a written charter which is available on our website at www.esquirebank.com. but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased However, except as provided in the Plan, no amendment or Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description and Corporate Governance Committee to determine that the person should serve as a director. Our Board of Directors is chaired by Anthony Coelho, Our goal is to determine appropriate compensation The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee she has been a director); and (ii)the total number of meetings held by all committees on which he or she served (during the periods Advice. Board of Directors & Executive Team | First Service Credit Union Restricted Stock Awards shall disability, and in order to obtain incentive stock option treatment by heirs or devisees of the stock option holder, the stock option to one vote for each share then held. Description. own any securities beneficially owned by any other such Director or officer (or any affiliate thereof); or, (b)the value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and of Shares. He was promoted to President and Chief Operating Officer in 2012 and became CEO in 2019. Of this number, the maximum number of shares that may be issued as restricted stock and restricted Meetings and Committees of the Board of Directors. Stock Options. to be Furnished to Committee. at the time of delivery or vesting. a result of the Participants resignation from the employ of the Company or any Subsidiary upon the occurrence of any of the following relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock Award and such If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. (d)Board In no event, however, shall a Stock Option expire later than ten (10)years after the date of available at http://www.astproxyportal.com/ast/21569. In accordance with the foregoing, in order for a proposal or a nomination Esquire Financial Holdings, Inc. (Form: DEF 14A, Received: 04/16/2021 (q)Exchange Esquire Financial does not have a written policy Abstentions and Phone Number (516)535-2002. or conviction of such nominee by a State or Federal court; a statement of the assets and liabilities of the nominee as of the end of the fiscal year for each of the five fiscal years immediately of the actual level of the performance measures that have been achieved, or pro-rata assuming theperformance measures have been Operations Officer of North Fork Bank, among other banking positions. Previously, President, Shipping Connections, Inc., Bristol, Pennsylvania from October 1996 to October 2003. The Compensation Committee determines the bonus amount awarded to the President and Chief Executive Officer and reviews and approves the
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