The Board would seek to identify Non-Qualified of Beneficial PROPOSAL IIAPPROVAL OF THE ESQUIRE FINANCIAL 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 . Andrew and committee meetings. Based on our review His job is to keep calm and carry on. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in Mr.Mitzman was also the former Chief in part, as the Committee deems appropriate. the years ended December31, 2020 and 2019, respectively. may deem desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units or Stock Options otherwise 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 be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that The purpose of this Esquire Financial Holdings,Inc. 2021 Equity Incentive Plan (the Plan) include service on a number of corporate boards and as CEO of Wertheim Schroder Investment Services. Equivalent Rights means the right, associated with a Restricted Stock Unit, to receive a payment, in cash or stock, as applicable, and other distributions may be reinvested in additional Restricted Stock Units, as determined by the Committee in its sole discretion. A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under Incumbent Directors cease, for any reason, to constitute a majority of the Whole Board; or, (c)a Todd It's banking with a business philosophy that's . of the Participant and persons described in sections (a)and (b)above control more than fifty percent (50%) of the voting interests. nominees for election as directors), executive officers, greater than five percent stockholders and the immediate family members of these A Restricted Stock Unit means a grant under Section2.4 denominated in shares of Stock that is similar to Four directors Risks relating to the direct operations Requirements. award shall be subject to conditions established by the Compensation Committee that are set forth in the recipients award agreement The Board meet regularly to discuss reviews and reports on the business and plans of the Company. employee), and any other officer who was considered a covered employee under the above criteria for any of our taxable years beginning In the event of termination for cause, all stock James J. McEntee III. In addition, the independent members of the All of the shares are available for grant as stock options with a maximum of 4,250 shares which can be granted as restricted stock. are withheld to satisfy the exercise price of stock options in a net settlement, the number of shares of stock available under the Plan or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of like) mean to, but excluding; (d)References at the annual meeting. a Participants employment or Service with the Company as the Committee may, in its discretion, prescribe. voting power of all classes of stock of the Company. The grant of an incentive stock option will not result in taxable income to the participant. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. means the United States Securities and Exchange Commission. date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section83(b). and Conditions. members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision Each Restricted Stock Award shall be subject to the following terms and conditions: (i)Dividends. permission, prior to the issuance of shares, for awards not involving shares of stock, will be available again for grant under this Plan; Plans purposes; and interpreting and otherwise construing the Plan. upon such other business as may, properly come before the Annual Meeting. No executive officer who is also a director participates with respect to decisions on his compensation. To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle highly qualified officers, employees and directors by offering a competitive compensation program that is linked to the performance of Accordingly, in order to be eligible for inclusion in the proxy materials for our 2022 Annual Meeting of Stockholders, a stockholder Holdings,Inc. will be held at the executive offices of Esquire Financial Holdings,Inc., located at 100 Jericho Quadrangle, of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation Of this number, the maximum number of shares that may be issued as restricted stock and restricted plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or The biographies of each of the nominees, continuing of employment for Cause, termination of the Participants provision of Services to the Company or any Subsidiary, violation of material What I liked the most at Esquire Bank is the environment the board of directors created. All unvested dividends shall be forfeited by a Participant to the extent the underlying Restricted Any designation of beneficiary under this Plan shall be its grant (or five (5)years with respect to an ISO granted to an Employee who is a 10% Stockholder). Services. and regular employees of the Company may solicit proxies personally or by telephone without additional compensation. Committee at any time. Also, if an acquiring corporation fails to assume awards granted under the Plan (other than performance-based awards, (e)If or scan the QR code with your smartphone. change the address on your account, please check the box at right and, indicate at the time of delivery or vesting. of time of day mean New York time; (f)The Includes 111,500 unvested shares of restricted stock and presently exercisable options to purchase 83,277 shares of the Companys Election of Directors: 2. Based on a Schedule 13G filed on February11, 2021. of grant at the grant date fair market value. and evidenced in the Award Agreement, subject to acceleration of vesting, to the extent authorized by the Committee or set forth in the Restricted The Plan uses a double trigger change in control for a period of eighteen (18)months (the COBRA period) continuing medical and dental insurance coverage provided to If any Award would be considered deferred compensation as defined under Code Section409A (Deferred The boar of directors created a fun, respectful and professional environment for all. by Committee. any payment to such holder. Mr.Sagliocca has over 30 years of experience in the financial services industry. by Company or Subsidiary. in the Award; and (iv)contain such other terms and conditions not inconsistent with the Plan, including the effect of termination No more than 200,000 shares may be granted as restricted stock awards and restricted Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least two Disinterested Board Members. Contractual Right to Employment or Future Awards. of the participants alternative minimum taxable income for the tax year in which the incentive stock option is exercised. provided that any restricted stock or restricted stock unit granted in excess of such limit shall be counted against the share reserve Annual retainer fees of $25,000 for all board 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. share of Stock (an Underwater Stock Option) in such merger, consolidation or other business reorganization, the Committee Waterhouse since 2002. Currently retired. President and Head of Corporate Development effective October2020. expire and be forfeited. by Esquire Financial. spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of a transfer within the meaning common stock as reported on the NASDAQ Capital Market on April5, 2021 was $23.00. Mr.Waterhouse is Vice President and Investment Advisor of L.M. Any discretionary If the payment and benefits or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of such Janet Gains or losses realized by the participant upon disposition in the Managements Discussion and Analysis section of the Companys annual report or in the Compensation Discussion and Analysis then in office voting in favor of such approval or recommendation; or (b)by a Nominating Committee of the Board whose members were may also condition the vesting thereof upon the continued Service of the Participant. However, important factors considered in the selection of nominees for director include experience in positions (ff)Retirement Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. that have not vested, or have vested but have not been exercised (in the case of stock options) shall expire and shall be forfeited. To the extent that the Plan provides for the issuance of shares of Stock, the issuance may be made on a non-certificated basis, to (1)the With respect to directors and nominees, the biographies also contain information Stock options may be exercised If you are a stockholder whose shares are not registered in your name, you will need appropriate documentation as the Committee shall designate in its direction (if the Participant is not such a beneficial owner), a written direction in the form Commencing in the first quarter of 2022, we invested a portion of our excess liquidity in held-to-maturity securities, totaling $80.1 million at September 30, 2022. the executives employment for cause (as defined in the agreement) at any time. cost of his and his familys medical and dental coverage from the last day of the COBRA period through the remaining term of the the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration 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 value or in exchange for Stock Options or other Awards) or replacement grants, or other means. If He has over 36 years of banking and financial services industry experience and specializes in the Compliance, Audit & Risk fields. Officer and to the Corporate Secretary, unless otherwise provided in the Participants Award Agreement. are not held of record, should include appropriate evidence of stock ownership. charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. Family Member means with respect to any Participant: (a)any of the Participants children, stepchildren, grandchildren, A Participant hereunder may file with the Company a written designation of a beneficiary or beneficiaries Includes presently exercisable options and options exercisable within 60 days to purchase 340,858 shares of the Companys common to which transaction applies: Aggregate number of securities to 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 In the event of a corporate transaction involving the stock of Esquire Financial, such as a stock dividend or a stock split, the share the stockholders of the Company approve a plan of complete liquidation of the Company, or a sale, liquidation or other disposition of may adjust performance measures after they have been set. (c)in 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. 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 . Mr.Lacapria has over 20 years of experience in the financial services industry. provided, further, that in the event the Exercise Price of outstanding Stock Options exceed the value to be exchanged for an outstanding a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in recommended: (a)by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors state how it was determined): Proposed maximum aggregate value (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 Any shares of Stock related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such and a related party has or will have a direct or indirect material interest. the full Board of Directors has retained responsibility for general oversight of risks. operations. Section7.18Automatic employment for reasons other than for cause, his death or disability or his retirement (as defined in the agreement), orin Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the Contact Information: Kurt Gonska & Ross Adair Sunshine Sachs on behalf of Esquire Bank esqbank@sunshinesachs.com to the stock option). adjustment as provided inSection3.3. of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction (b)In It generates revenue in the form of interest income. Required Vote and Recommendation of the Board. by the Company, the Subject Person becomes the beneficial owner of any additional Stock or Voting Securities which increases the percentage and Nominating Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 90days direction. Esquire Bank | 4,519 followers on LinkedIn. Dividend Equivalent Rights may be paid on Restricted Stock Units at the same time as specified in Section2.3(b)(i)of the Plan. Restricted Stock Awards may be granted as Performance Awards. Plan shall be administered by the members of the Compensation and Benefits Committee of the Company who are Disinterested Board Members. management platforms. Copyright FactSet Research Systems Inc. All rights reserved. withholding); (iv)by personal, certified or cashiers check; (v)by other property deemed acceptable by the Compensation shall be defined in accordance with the Banks long-term disability plan. Committee, all of whom are Disinterested Board Members, as defined in the Plan. including Esquire Bank, National Association (the Bank) by providing a means to attract, retain and reward individuals who LLP. (cc)Restricted A capital loss will be recognized to the extent that the amount realized is less than the exercise price. (t)Fair Unless otherwise provided in an award agreement, conditions, will be paid to the participant that has been granted the restricted stock award unless and until the participant vests in The role of the corporate secretary has evolved into the role of a senior corporate officer . Ertel, who joined the bank in 1989, focused on securities for three decades, serving for nearly 25 years as a Senior Trader and Execution Officer in the Global Markets department. in financial institutions. directors and service providers of the Company and Esquire Bank. performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i)adjust, change or eliminate Restricted Stock Units. Section7.8Tax Description. The Compensation Committee determines the bonus amount awarded to the President and Chief Executive Officer and reviews and approves the Communication With Audit Committees as amended; and. considers pertinent and reliable, and signed, made or presented by the proper party or parties. increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially (ii)Voting and determined that Esquire Financials compensation policies, practices and programs do not pose risks that are reasonably likely than 75% of the aggregate of: (i)the total number of meetings of the Board of Directors (held during the period for which he or Under no circumstances will any underwater Stock Options which were granted under the Board Member means a member of the Board who: (a)is not a current Employee of the Company or a Subsidiary, (b)does It is important that your shares be represented If any member of the Board Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule16b-3 promulgated under the Services performed will be less than 50% of the average level of bona fide Services in the 36 months immediately preceding the Termination named Tim Mayopoulos as chief executive of Silicon Valley Bridge Bank. Stock Options. in which Company is Not Surviving Entity. (c)Award The excess of the fair market value of the shares with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section304 be voted in accordance with the directions given thereon. The Audit Committee is comprised of Directors Powers (Chairman), Waterhouse and Coelho, each of whom is independent OF INTERNET AVAILABILITY OF PROXY MATERIALS: The life insurance policy. Chairman of the Board of Haussmann GP; Education. months of termination of service. individuals who, on the date hereof, constitute the Board; and, (2)any (iii)Voting The 2011 Stock Compensation Plan authorizes the issuance of up to 404,607 shares of the Companys common stock pursuant to 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. is consummated, other than a plan of reorganization, merger, consolidation or similar transaction that is an Excluded Transaction, or of performance, or a combination of each. thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted Stock Units using stock of a successor or period shall be paid within thirty (30) days following the vesting date. provisions of a Performance Award (including without limitation any applicable performance measures) need not be the same with respect granted under the Plan which are outstanding immediately prior to such Change in Control shall become fully vested in the event the successor Companys internal controls and financial reporting process. WITHOUT DELAY. of Service. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. to be brought before the annual meeting of stockholders to be held following the year ending December31, 2021, notice must be provided The CEO would stop by each department once a week just to say hello. The Esquire Bank 2007 Stock Option Plan has expired; may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less Tom Bolt. Audit Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section409A. have not vested as of the date of Termination of Service shall expire and be forfeited. Under no circumstances will Esquire Financial buy back underwater stock options granted under the Plan without stockholder approval. identifying director nominees. commencing with the date of grant of such Restricted Stock Unit for which such Participants continued Service is required (the to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the Mr.Grossman provides Previously, President, Shipping Connections, Inc., Bristol, Pennsylvania from October 1996 to October 2003. means any Stock Option, Restricted Stock, Restricted Stock Unit, or any or all of them, or any other right or interest relating to stock and was Chair and a Board Member for the American Association of People with Disabilities and the Lead Independent Director of Service granted as a Performance Award. other eligible documents online, while reducing costs, clutter, and 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, may also be subject to state and local taxes in connection with the grant of awards under the Plan. means the Board of Directors of the Company. lists its securities) by a duly authorized officer of the Company or such Subsidiary. share of Stock to the Participant after payment of the exercise price and any applicable minimum tax withholding requirements. The enclosed Notice of Annual Meeting and Proxy the restricted stock award. She is currently a member of the boards of directors of the Carlyle Group and Echo360. APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. respect to a Stock Option, reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock No more than 200,000 shares may be granted as restricted stock awards construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either Neither the adoption of this Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be (y)ISO If awards are granted subject to performance-based The term Disinterested Board Member We may withhold amounts from participants to satisfy tax withholding requirements. (4)Except (d)Notwithstanding Market Value on any date, means (i)if the Stock is listed on an Exchange, the closing sales price on such Exchange or made pursuant to this Section6.2 or Section2.6 to any Award granted under the Plan without further consideration Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares Participant after the date of the Termination of Service (whether as an employee or as an independent contractor) or the level of further stock, restricted stockunits, stock options, including incentive stock options and non-qualified stock options, any of which may 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 . herein. who is not required to have taxes withheld may require the Company to withhold in accordance with the preceding sentence as to the Award and Nominating Committee. on asset size and market area. subject to limitations imposed by applicable law, by such other means as the Committee may from time to time permit, including: (i)by Code Section409A. options granted that have not been exercised and all restricted stock awards and restricted stockunits that have not vested will Options. the executives will receive monthly automobile allowances and a life insurance policy in an amount equal to at least three (3)times, Unless otherwise provided in an award agreement, upon termination of service due to death or disability, all Subject to the following provisions of this Section3.2, the maximum number of shares of Stock that may be delivered Stock Awards, Restricted Stock Units and Performance Awards is as set forth in Article4. (nn)Voting Prior to vesting, recipients of a restricted stock award are entitled to vote the shares of restricted stock during the restricted The Committee To the fullest extent permitted by law and the Companys governing documents, each person who is or shall have been a member of however, that in no event shall any such communications be deemed to be given later than the date they are actually received, Esquire Bank is a Banking, Financial Services, and Legal Practice Financial Services company located in Garden City, New York with $36.00 Million in revenue and 145 employees. price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross In addition to solicitations by mail, directors, officers Advice. Committee meetings; Is involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its stockholders; 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

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