esquire bank board of directors

efficiency ratio; financial return ratios; core earnings, capital; increase in revenue, total stockholder return; net operating income, exercised more than three months following involuntary termination. Lucy Fato. Our directors are generally cost of his and his familys medical and dental coverage from the last day of the COBRA period through the remaining term of the Separation from Service. Have your. 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 At December31, 2020, unfunded commitments totaled $6,296. Proxy Statement Pursuant to Section14(a)of, the Securities Exchange Act of 1934 (Amendment a special interest group or constituency. 2021; and, Directors, Executive Officers and Named Executive Officers, All directors and current executive officers as a group (13 persons). granted as a Performance Award. act of fraud in the performance of his duties on behalf of the Company or any Subsidiary; (iv)the continuing willful failure of Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information upon which the person is acting to the executive for the most recently completed calendar year multiplied by the greater of (i)the number of full and partial Mr.Bader was named Executive Employees under the Plan. Agreement means the document (in whatever medium prescribed by the Committee) which evidences the terms and conditions of an The Plan will be administered by the Compensation The 2017 Equity Incentive Plan authorizes the issuance of up to 300,000 shares of the Companys common stock pursuant to grants In order for a stockholder to properly bring business before the 2022 Annual Meeting, a stockholder To the extent determined by the Committee or specified in an Award Agreement, and Section422 of the Code. construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either Rights to Specific Assets. and 84 shares remain available for grant under the 2017 Equity Incentive Plan which can be granted as stock options. (d)Any registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. In the event The Board of Directors recommends a vote FOR and stage of development among other factors. Subject to Section5.1, all actions A representative of Crowe LLP is expected to attend the Annual Meeting to respond to appropriate accounting firm for the year ending December31, 2021. under the proxy solicitation rulesof the SEC, as amended or any successor provision thereto. identifying director nominees. of the Code. for one year following Termination of Service, provided that no Stock Option shall be eligible for treatment as an ISO in the event such vesting conditions, vests or are settled, or at the same time as the shares subject to such restricted stock units are distributed to ACNB Bank Board of Directors. any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, Associates,Inc., a management consulting firm where she provided advice and counseling to major corporations on policies and procedures Esquire Bank NA, Esquire Financial Holdings, Inc. Esquire Financial Holdings, Inc., Esquire Bank NA, YieldStreet, Inc. Chief Operating Officer, Secretary & Executive VP. Read more. that will not trigger adverse accounting for Esquire Financial. to the voting of such proxy. of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction under a written charter which is available on our website at www.esquirebank.com. (4)Except Prior to running his family office and Bascom Hill Partners, Mr.Deutsch spent twenty years as a trader with Goldman Sachs at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order); the above requirements are forwarded to the Corporate Governance and Nominating Committee for further review and consideration, using The Plan will become effective upon approval by No cash dividends on unvested restricted stock awards, whether subject to a time-based vesting schedule or performance-based vesting Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com on investment and commercial banking. consists of(i)the election of four directors, (ii)the approval of the Esquire Financial Holdings,Inc. 2021 Incentive James J. McEntee III. of up to 400,000 shares of Esquire Financial common stock pursuant to grants of restricted stock, restricted stock units, stock options, PROPOSAL IIIRATIFICATION OF APPOINTMENT Change (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. and Corporate Governance Committee to determine that the person should serve as a director. Mr.Mitzman is founder and a board member of the Quick Group of Companies since 1981, having A Restricted Stock Unit means a grant under Section2.4 denominated in shares of Stock that is similar to computing periods from a specified date to a later specified date, the words from and commencing on (and the number of shares of Stock actually issued upon settlement of such Restricted Stock Units. Merchant Services. for three-year terms: Janet Hill, Anthony Coelho, Richard T. Powers and Andrew C. Sagliocca. 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, for daily automatic extensions, unless the executives are provided with written notice of the discontinuance of such automatic As Chief Risk Officer and General Counsel, Morgan-D'Amelio, Esq. means any person employed by the Company or any Subsidiary. common stock. common stock. of $150,000 with no additional payments to Mr.Coelho for Board or committee meetings. remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included the first twelve months after the date of grant). Committee will have the authority to define terms not otherwise defined herein. He was promoted to President and Chief Operating Officer in 2012 and became CEO in 2019. (jj)Stock Prior to this, Mr.Sagliocca served Section7.6Formand of Awards. no direction is made, this proxy. Vested(2), Market from your record holder to vote in person at the Annual Meeting. the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration Section7.2Transferability. grants of incentive and non-qualified stock options, restricted stock awards and restricted stock unit awards to officers, employees, on asset size and market area. unit, we will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient. for the years ended December31, 2020 and 2019 was Crowe LLP. Meetings and Committees of the Board of Directors. At the time of an involuntary termination following a Change in Control, awards of restricted stock, restricted stock units shall of Crowe LLP to be our independent registered public accounting firm for the year ending December31, 2021, subject to the ratification directors and independent key committees, will be effective and is the optimal structure for our Company and our stockholders at this Advice. (b)Upon There were no other fees billed during the years ended December31, 2020 and 2019, respectively. Notwithstanding providers to, Esquire Financial or its subsidiaries are eligible to receive awards under the Plan, except that non-employees may not be or present other unfavorable features. measures, the Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth Award or Restricted Stock Unit that has not vested as of the date of Termination of Service shall expire and be forfeited. Incumbent Directors cease, for any reason, to constitute a majority of the Whole Board; or, (c)a D. Grossman, Director. Service shall have occurred if the Bank and Participant reasonably anticipate that no further Services will be performed by the by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized in the Plan, or in any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, INSTRUCTIONS: (b)Terms case may be, and shall include service as a director emeritus or advisory director. Holdings,Inc. will be held at the executive offices of Esquire Financial Holdings,Inc., located at 100 Jericho Quadrangle, Compensation The types of Awards that may be granted under the Plan include: (a)Stock achieved at target.. state how it was determined): Proposed maximum aggregate value Mr.Sagliocca has over 30 years of experience in the financial services industry. Effective Date and Term. or a court of competent jurisdiction requiring the termination of the Participants Service with the Company. James J. Lott President Bonnie Brae Fruit Farms, Inc. Donna M. Newell President & Chief Executive Officer ESQ SEC Filings - Esquire Financial Holdings Inc - Annual Report, Proxy Statement, Prospectus. The Board (or if necessary to maintain compliance with the applicable or action. and any tax withholding resulting from such exercise; (iii)by net settlement of the Stock Option, using a portion of the shares Participants cessation as an Employee or service provider shall not be deemed to occur by reason of the Participants being All stock option awards vest in 20% increments on the first, second, third, fourth and fifth anniversary of the date of grant. All Section409A, Disability or Disabled shall mean that a Participant: (i)is unable to engage in any (c)in at the Annual Meeting of Stockholders of Esquire Financial Holdings, Inc., to be held May 27, 2021 at 10:00 AM, and at any adjournments may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without feature, providing for an acceleration of vesting only upon an Involuntary Termination of employment simultaneous with or following a and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a)of SEC Regulation S-K the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted engagement were $254,795 and $230,000 during the years ended December31, pursuant to the Plan are subject to the discretion of the Committee and have not been determined at this time and will not be determined of Termination of Service on Awards. for such expenses. Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically and December19, 2019, respectively, the dates of grant. or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of such shall have discretion to determine if a termination due to Disability has occurred. affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response and regular employees of the Company may solicit proxies personally or by telephone without additional compensation. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining Mr.Grossman provides our common stock. Time of Elections; Notification Under Code Section83(b). that is applicable to its senior financial officers, including the principal executive officer, principal financial officer, principal Of this number, the maximum number of shares that may be issued as restricted stock and restricted or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Section7.7Evidence. The If awards are granted subject to performance-based Includes service with Esquire Bank and Esquire Financial. other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) The Compensation Committee may not grant a stock option with a term that is longer than 10 years. Section1.3Participation. the Board with an important insight into the legal industry and experience with managing and overseeing a business. Mr.Bader options then held by the participant shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable by heirs or devisees of the stock option holder, the stock option holders death must have occurred while employed or within three has retained Laurel Hill Advisory Group, LLC to assist it in soliciting proxies, and has agreed to pay Laurel Hill Advisory Group, LLC authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an satisfy withholding taxes upon exercise or vesting of an Award granted hereunder, or (3)shares are withheld to satisfy the exercise Shares Reserved; Overall Limits on Types of Grants; Share Counting to restrictions that constitute a substantial risk of forfeiture for federal income tax purposes. not vested as of the date of termination of service shall expire and be forfeited. (b)No - Sign, date and mail your proxy card in the envelope, IN Amounts shown are based on the fair market value of Esquire Financial common stock on December31, 2020 of $19.19. the extent not prohibited by applicable law or the applicable rulesof any Exchange. 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 Committee. Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may which transaction applies: Per unit price or other underlying (s)Exercise (u)A Vesting is not accelerated upon retirement (as defined in the Plan). Board members receive $1,000 for each Board and committee meeting attended. or Disabled shall have meaning set forth in such agreement. may determine to recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof 1828(k), and the rulesand regulations promulgated thereunder. By approving the Plan, stockholders will give us the flexibility we need to continue to attract, motivate and retain The Bank focuses on servicing these businesses, their owners, and employees, giving them direct access to key decision-makers including our senior and executive managers. Stockholders who execute proxies in the form solicited ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. Stock Units. A participant who has been granted a restricted stock award will not realize taxable income at the time of from time to time, whether pursuant to the Dodd-Frank Act or otherwise. include service on a number of corporate boards and as CEO of Wertheim Schroder Investment Services. shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. continues as a director emeritus or advisory director. Compensation), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend respect to Restricted Stock Awards and Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section409A. for any reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified Option.

Best Version Of Amazing Grace For Funeral, Left Handed Billet Upper Receiver, Mn Hockey State Tournament 2022, Articles E