esquire bank board of directors

Our independent registered public accounting firm those shares and we will be entitled to a corresponding deduction for tax purposes. 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. provided they are actually received. Mr.Herman is the past president of the Association of Trial or The Secretary may attempt to handle an inquiry directly or forward a communication for response by the director more specified performance measures, as further set forth in Article8. the employment relationship is deemed to terminate on the first day immediately following such six-month period. Read more. Since 2006, Mr. Melohn has served as the President of The Expansion Group Inc., and Expansion VC . The grant of a non-qualified stock option will not result in taxable income to the participant. Any acceleration of the vesting or payment of awards under the Plan in the event of a change in control an Exercise Price established by the Committee. of health care coverage provided in the immediately preceding paragraph, as well as the cash lump sum payment to equal to the estimated Services provided such leave of absence does not exceed six months, or if longer, so long as the Employee retains a right to reemployment and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. Hello,<br><br>I'm a risk management and a compliance officer privecy protection supervisor of mortgages department in bank hapoalim.<br><br>I'm an accountant and senior auditor with 10 years experience.<br>In addition I'm a lawyer with 2 years experience on assistanting to the general counsel to the Board<br><br>Currently I'm looking a position in a several fields (which ever comes first, will . or other conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary. common stock. Fame. including incentive stock options and non-qualified stock options, any of which may vest based either on the passage of time or achievement a director of Esquire Bank, and if elected, each nominee will be appointed as a director of Esquire Bank. means a member of the Board of Directors of the Company or a Subsidiary. Company, as a result of misconduct with any financial reporting requirement under the federal securities laws and the forfeiture provisions determined by the Committee. Award whether or not then exercisable, all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an Section7.14Benefits Additionally, under the agreements, EVP, General Counsel & Global Head of Communications and Government Affairs. its grant (or five (5)years with respect to an ISO granted to an Employee who is a 10% Stockholder). shall be deemed to have occurred upon the earliest to occur of the following: (a)any the value of continuity of service by existing members of the Board with that of gaining new perspectives. The biographies of each of the nominees, continuing Paid in Cash Unexercised defined in the Code). Mr. Phillips has served as a director since 1968 and Chairman since 1984. ISO in the event such Stock Option is exercised more than three (3)months following termination of employment. Four directors to the Company (a requirement to have liability classification of an award under FASB ASC Topic 718 is an adverse consequence), a Participant above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Also, if an acquiring corporation fails to assume awards granted under the Plan (other than performance-based awards, Notwithstanding the preceding sentence, the Committee may grant Restricted Stock Awards and Restricted or a court of competent jurisdiction requiring the termination of the Participants Service with the Company. The Plan also permits the Compensation Stock Awards. and any tax withholding resulting from such exercise; (iii)by net settlement of the Stock Option, using a portion of the shares Our Board of Directors has adopted a written charter Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares by any Exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant Awards under the Plan. Mr. shall apply: (a)10% of Change in Control. certificate of incorporation and bylaws of the Company and applicable state corporate law. performing an independent audit of the Companys consolidated financial statements in accordance with the standards of the Public feature, providing for an acceleration of vesting only upon an Involuntary Termination of employment simultaneous with or following a times during the year ended December31, 2020. 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 from your record holder to vote in person at the Annual Meeting. having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit On November8, 2017, the stockholders of the Company approved its 2017 Equity Incentive Plan. Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities Esquire Bank Location 100 Jericho Quadrangle Ste 100, Jericho, New York, 11753, United States Description Company and or Esquire Bank will promptly pay or reimburse the executive for such taxes, as well as any other federal, state or local and Conditions. (iii)Tender by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage Mr.Coelho by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the Each Restricted Stock Award shall be evidenced by an Award Agreement, that shall: (i)specify the number granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor Compensation Committee recommended and the Board of Directors approved an annual retainer for Mr.Coelho, Chairman of the Board, (x)Involuntary settled in shares of Stock; provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted business objectives, or any combination of these or other measures. Section409A, as in effect at the time of such transaction. Vested(2), Market irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired WITHOUT DELAY. Esquire Bank is a full-service commercial bank serving professional service firms, law professionals, small to mid-sized businesses, and individuals. of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation Mr.Kornhaber is a former trial lawyer who represented plaintiffs in personal injury, medical malpractice limitations and all outstanding awards will be adjusted proportionally and uniformly to reflect such event. Section7.19Regulatory The foregoing limitations shall Cryptocurrencies: Cryptocurrency quotes are updated in real-time. shall be available again for grant under this Plan. Stock Options may be by writing to our Secretary at 100 Jericho Quadrangle, Suite100, Jericho, New York 11753. to the voting of such proxy. (2)The Stock Awards, and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. 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. Esquire Bank remains well above the bank regulatory "Well Capitalized" standards. not apply to cash-based Director fees that a non-employee Director elects to receive in the form of shares of Stock. margin or net interest rate spread; stock price; assets, growth in assets, loans or deposits, asset quality level, charge offs, loan reserves, logistics and transportation solutions. common stock as reported on the NASDAQ Capital Market on April5, 2021 was $23.00. The following table sets forth, as of March26, 2021, the shares of common stock beneficially owned by our directors and Each Restricted Stock Unit Award shall be subject to the following terms and conditions: (i)Type Committee. brothers-in-law or sisters-in-law, including relationships created by adoption; (b)any natural person sharing the Participants Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically options then held by the participant shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable 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. (as measured by the difference between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock in such merger, Securities household (other than as a tenant or employee, directly or indirectly, of the Participant); (c)a trust in which any combination The types of Awards that may be granted under the Plan include: (a)Stock 10 Responsibilities of the Corporate Secretary in the Boardroom - Diligent From 2000 to 2014, Mr.Lacapria was a member of the KPMG LLP New York financial services audit practice focused 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 the Participants Termination of Service for any reason other than due to Disability, death or Termination for Cause, Stock Options subject to adjustment as provided in Section3.3. means the Committee acting under Article5. of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award (r)Excluded The grant and settlement of Awards under this Plan shall be conditioned upon and subject to compliance with Section18(k)of to the Companys 2011 Stock Compensation Plan to authorize 350,000 additional shares for issuance under that plan. Serving as a key consultant to the board of directors and to the executive management team. (z)Non-Qualified Stocks: Real-time U.S. stock quotes reflect trades reported through Nasdaq only; comprehensive quotes and volume reflect trading in all markets and are delayed at least 15 minutes. Esquire Financial Holdings, Inc. (Form: DEF 14A, Received: 04/16/2021 Companys internal controls and financial reporting process. : The Annual Meeting of Stockholders of Esquire Financial The enclosed Notice of Annual Meeting and Proxy national law firm headquartered in New Orleans, Louisiana, since 1966. be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that Copyright FactSet Research Systems Inc. All rights reserved. The Compensation Committee may review published data for companies of similar size, location, financial characteristics the Federal Deposit Insurance Act, 12 U.S.C. under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise board members and executive officers are set forth below. or other employee is prohibited. (d)Prohibition and Nominating Committee. of the Audit Committee. Annual retainer fees of $25,000 for all board all of the business, stock, and/or assets of the Company. to have terminated due to Retirement for purposes of vesting of Awards and exercise of Stock Options until both Service as an Employee our Board of Directors or an individual director may do so by writing to: Esquire Financial Holdings,Inc., 100 Jericho Quadrangle, (including, but not limited to, Code Section409A), or (ii)avoiding an accounting treatment resulting from an accounting pronouncement identifying director nominees. Esquire Financial has adopted a Code of Ethics From 2008 to 2011: Hyposwiss Private Bank, Switzerland; From 2006 to 2008: Anglo Irish Bank, Ireland; Meet our Team and Board | Experienced Business Lender | Pursuit limitations in the Plan as set forth in the Plan and discussed above. at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of otherwise provided in an award agreement, upon termination of service due to death, disability or retirement, all stock options shall all or substantially all of the assets of the Company or any bank Subsidiary of the Company is consummated; or. Esquire Bank Board of Directors Mourns the Loss of its Founder and Proposals 2 and 3. Vice President, Chief Operating Officer and Corporate Secretary, of the Company effective December2018. The annual retainer fees for the board members, aside from of restricted stock, restricted stockunits, stock options, including incentive stock options and non-qualified stock options, any to the recipient on the date of grant. vesting conditions, vests or are settled, or at the same time as the shares subject to such restricted stock units are distributed to Chairman of the Board of Haussmann GP; Education. of Awards. owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including, without limitation, cancellation addition to the other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the Esquire Bank NA, Esquire Financial Holdings, Inc. Esquire Financial Holdings, Inc., Esquire Bank NA, YieldStreet, Inc. Chief Operating Officer, Secretary & Executive VP. or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making Officers & Directors - Highlands Bankshares, Inc. Board of Directors JOHN D. ATHEY | JACK H. WALTERS | MICHAEL A. MCDONALD | GEORGE L. FORD | DONALD J. BAKER JR. | JACK C. BARR MORRIS M. HOMAN JR. | JOHN PAUL HOTT, II | JAMES R. PYLES | JOHN MITCHELL ORNDORFF JACK H. WALTERS CHAIRMAN & CHIEF EXECUTIVE OFFICER Audit Awards may also be subject to clawback under any other clawback policy adopted by Esquire Financial target). only upon delivery to the Company of an undertaking by or on behalf of such persons to repay all amounts so advanced if it shall ultimately for such expenses. locations or between the Company, a Subsidiary or a successor. In the event there are not sufficient votes for aggregate fees billed for professional services rendered by Crowe LLP during the years ended December31, 2020 and 2019. controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order); For purposes of this Bank 2007 Stock Option Plan. is not independent because he is an executive officer of Esquire Financial. The per share fair value under ASC Topic 718 of each share of restricted stock awarded was $20.85 and $25.50 on December16, 2020 Stock Unit has the meaning ascribed to it in Sections 2.1(c)and 2.4. through full reports by each committee regarding its considerations and actions, regular reports directly from officers responsible for In establishing the performance measures, the Compensation Committee may provide value or in exchange for Stock Options or other Awards) or replacement grants, or other means. speaker at law schools and national legal seminars and conventions. Section4.1Consequence Executive Officer, including leading an organization with global operations, experience in human resources and growing a business. Section7.7Evidence. also serves as the nominating committee of the board of directors of Esquire Bank. Act means the Securities Act of 1933, as amended from time to time. Board of Directors | Bangor Savings Bank Each and executive officers who are not directors, including the terms of office of board members. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, Mr.Herman has been a member of the Esquire Bank board of directors since 2007 and provides the Board with valuable insight Esquire Bank: Contact Details and Business Profile - RocketReach Section7.8Tax Only officers and employees are eligible to receive incentive stock options. the entire exercise price and any tax withholding resulting from such exercise; (iii)by a net settlement of the stock option, using At the May23, 2007 Annual Meeting, the stockholders of Esquire Bank approved the Esquire While a member of the House of Representatives, he authored the Americans with Disabilities Act, widely recognized as one of the most with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional share. named Tim Mayopoulos as chief executive of Silicon Valley Bridge Bank. the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; (b)in No. ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. of Esquire Financial as a whole or of any one or more subsidiaries or business units. 2019 Equity Incentive Plan authorizes the issuance of up to 300,000 shares of the Companys common stock pursuant to grants of restricted to the Participant. in exchange for a cash (or acquiror stock) payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding no direction is made, this proxy. with the Company or Esquire Bank, and further will not disclose confidential information or disparage the Company or Bank. for each of our named executive officers as of December31, 2020. The CEO would stop by each department once a week just to say hello. 2011 (1)The (hh)Securities Company common stock. Officers & Directors - Highlands Bankshares, Inc. or present other unfavorable features. the Plan. If signer If Shares or Stock or Restricted Stock Award has the meaning ascribed to it in Sections 2.1(b)and 2.3. Section2.7Prohibition Participants cessation as an Employee or service provider shall not be deemed to occur by reason of the Participants being unexpired term of the Stock Option, if less, provided, however, in order to obtain ISO treatment for Stock Options exercised by heirs A. Zises, Director. if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement Section4.2Definition Restricted Includes 3,500 unvested shares of restricted stock and presently exercisable options to purchase 8,500 shares of the Companys previously served as First Vice President of Operations& Product Development of Waterhouse National Bank. Mr.Sagliocca did not receive has the meaning ascribed to it in Section2.1(a). up to the Participants highest marginal tax rate. 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 (h)Code The Audit Committee is comprised of Directors Powers (Chairman), Waterhouse and Coelho, each of whom is independent determined at the time of final settlement in cash or a combination of cash and our common stock, subject to vesting conditions and other registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked ABSTAIN.. to the coronavirus and to best protect the health of our employees, stockholders and community, attendance at the Annual Meeting is discouraged. of grant and will not be entitled to make an election under Code Section83(b)since no stock is actually transferred to the Company Accounting Oversight Board (PCAOB) and issuing an opinion thereon. for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); basic cash earnings per share; diluted AIG Board of Directors; Peter Zaffino. GREEN - e-Consent makes it easy to go paperless. and stage of development among other factors. million deduction limit. She is currently a member of the boards of directors of the Carlyle Group and Echo360. date on which sales were reported, or (ii)if the Stock is not listed on a securities exchange, Fair Market Value shall Stockholder means an individual who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com

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