ESQ.NASDAQEsquire Financial Holdings, INC

DEF: Esquire Financial Holdings Sets Date for Annual Stockholders Meeting, Outlines Key Proposals

Sentiment:

Proxy Statement 30 April 2025 8:32 AM

📋All filings for Esquire Financial Holdings, INC

Esquire Financial Holdings will hold its annual stockholders meeting on May 29, 2025, to elect directors, ratify the appointment of Crowe LLP as its independent accounting firm, and conduct an advisory vote on executive compensation.

Summary

Esquire Financial Holdings, Inc. will hold its Annual Meeting of Stockholders on May 29, 2025, at its executive offices in Jericho, New York.
Stockholders of record as of March 27, 2025, are entitled to vote.
The meeting will address the election of three directors, the ratification of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2025, and an advisory vote on executive compensation (Say-on-Pay).
The Board of Directors recommends voting FOR the election of the nominated directors, FOR the ratification of Crowe LLP, and FOR the Say-on-Pay executive compensation resolution.
As of March 27, 2025, there were 8,431,774 shares of common stock issued and outstanding and entitled to vote.
The Board of Directors has nominated Todd Deutsch and Selig Zises to serve as directors for one-year terms, and Rena Nigam to serve for a three-year term.
BlackRock, Inc. beneficially owns 529,613 shares (6.3%) and Wasatch Advisors LP owns 462,601 shares (5.5%).
The company's executive officers and directors as a group (12 persons) beneficially own 1,547,927 shares (18.0%).
The company's insider trading policy includes an anti-hedging policy, which prohibits directors, officers and other employees from engaging in or effecting any transaction designed to hedge or offset declines in the market value of the company's securities.
The company has adopted a Clawback Policy, where it will recoup any erroneously awarded incentive-based compensation received during the three completed fiscal years immediately preceding a restatement from the company's current and former executive officers.
The company's 2024 peer group for compensation benchmarking includes BM Technologies, Inc., Medallion Financial Corp., Cantaloupe, Inc., Meridian Corporation, Cass Information Systems, Inc., Metropolitan Bank Holding Corp., Coastal Financial Corporation, Northeast Bank, Community West Bancshares, Provident Bancorp, Inc., First Business Financial Services, Inc., and Richmond Mutual Bancorporation, Inc.
The 2025 base salary for Messrs. Sagliocca, Bader, and Kornhaber is $825,000 $625,000 and $625,000, respectively.
The company's 2024 Equity Incentive Plan authorizes the issuance of up to 500,000 shares of the company's common stock pursuant to grants of stock options, restricted stock and restricted stock units.
The aggregate fees billed to Crowe LLP for professional services rendered for the audit of the company's annual consolidated financial statements were $486,250 and $475,000 during the years ended December 31, 2024 and 2023, respectively.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a factual and neutral tone. The recommendations are positive, but overall the sentiment is moderately positive due to the nature of the document.

Positives

The Board of Directors is actively involved in the oversight of risks that could affect the Company.
The company has adopted a Code of Ethics applicable to its senior officers.
The company maintains an Insider Trading Policy designed to promote compliance with insider trading laws.
The company has a Clawback Policy to recoup erroneously awarded incentive-based compensation.
The company's compensation program is designed to retain and reward NEOs by aligning their compensation with short-term and long-term performance.

Negatives

In one instance each, a required Form 4 was not filed on a timely basis by director Zises and a required Form 5 was not filed on a timely basis by Mr. Kornhaber.

Risks

Transactions by the Company or Esquire Bank with related parties are subject to certain regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Act and the Federal Reserves Regulation O.
The Corporate Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

Future Outlook

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of Esquire Financial Holdings, Inc. and its stockholders.

Management Comments

On behalf of the Board, we urge you to vote your proxy as soon as possible which will assure that your vote is counted.
This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the Annual Meeting.
Your vote is important, regardless of the number of shares that you own.

Industry Context

The document mentions a peer group of comparable banking companies and payment processing companies used for compensation benchmarking, indicating an awareness of industry standards.

Comparison to Industry Standards

The Compensation Committee reviews the peer group annually for continued appropriateness.
Each year, the Compensation Committee reviews the compensation of executives in the peer group as a source of information when benchmarking executive pay and Board compensation.
The 2024 peer group was as follows: BM Technologies, Inc., Medallion Financial Corp., Cantaloupe, Inc., Meridian Corporation, Cass Information Systems, Inc., Metropolitan Bank Holding Corp., Coastal Financial Corporation, Northeast Bank, Community West Bancshares, Provident Bancorp, Inc., First Business Financial Services, Inc., Richmond Mutual Bancorporation, Inc.

Related Party Transactions

Transactions by the Company or Esquire Bank with related parties are subject to certain regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Act and the Federal Reserves Regulation O.
We have engaged, and expect to engage in the future, in banking transactions in the ordinary course of business with directors, officers, principal stockholders and their associates and/or immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to us and that do not involve more than the normal risk of collectability or present other unfavorable features.

Stakeholder Impact

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of Esquire Financial Holdings, Inc. and its stockholders.
The Company seeks to provide fair and competitive compensation to its employees by providing the type and amount of compensation consistent with our peers.
We also seek to drive performance through aligning our executives interest with stockholders with appropriate equity awards.

Next Steps

Stockholders are requested to vote their proxy without delay.
The Board of Directors will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.

Key Dates

Date	Description
2002	Anthony Coelho has served as Chair of the Advisory Board for Bender Consulting Services since 2002
2005	Richard T. Powers served as Esquire Banks President and Chief Executive Officer from Esquire Banks pre-opening organizational stage in 2005 through 2008.
2006	Joseph Melohn has served as the President of The Expansion Group Inc., and Expansion VC a venture capital firm focused on early and growth stage companies since 2006.
October 1, 2015	The Company and Bank have jointly entered into an employment agreement with Andrew C. Sagliocca, our Vice Chairman, CEO and President, with an initial term of three years, and have also entered into employment agreements with Eric S. Bader, our EVP and COO, and with Ari Kornhaber, our EVP and Head of Corporate Development, each dated October 1, 2015 and each with an initial term of two years.
May 30, 2019	The stockholders of the Company approved its 2019 Equity Incentive Plan.
October 2020	Ari P. Kornhaber was named Executive Vice President and Head of Corporate Development effective October 2020.
May 27, 2021	The stockholders of the Company approved its 2021 Equity Incentive Plan.
April 29, 2021	As of April 29, 2021, as a matter of policy, Esquire Bank ceased making new loans and extensions of credit available to its insiders of Esquire Bank and their related interests.
May 30, 2024	The stockholders of the Company approved its 2024 Equity Incentive Plan.
December 31, 2024	Based on our review of ownership reports required to be filed for the year ended December 31, 2024, no executive officer, director or 10% beneficial owner of our shares of common stock failed to file ownership reports with the Securities and Exchange Commission on a timely basis except as follows; in one instance each, a required Form 4 was not filed on a timely basis by director Zises and a required Form 5 was not filed on a timely basis by Mr. Kornhaber.
December 31, 2024	At December 31, 2024, the aggregate amount of extensions of credit to our directors, executive officers, principal stockholders and their associates totaled $0.
March 27, 2025	Stockholders of record at the close of business on March 27, 2025 are the stockholders entitled to vote at the Annual Meeting, and any adjournments thereof.
March 27, 2025	As of March 27, 2025, there were 8,431,774 shares of common stock issued and outstanding and entitled to vote.
April 1, 2025	As of April 1, 2025, options to purchase 90,550 shares of common stock have been granted (and are outstanding) to officers, directors, and others, and 200,000 shares of restricted stock have been granted to directors and officers under the 2019 Equity Incentive Plan.
April 1, 2025	As of April 1, 2025, options to purchase 98,561 shares of common stock have been granted (and are outstanding) to officers, directors, and others, 291,184 shares of restricted stock have been granted to directors and officers under the 2021 Equity Incentive Plan.
April 1, 2025	As of April 1, 2025, options to purchase 23,475 shares of common stock have been granted (and are outstanding) to officers, directors, and others, 19,474 shares of restricted stock and 19,474 shares of restricted stock units have been granted to directors and officers, and 437,577 shares remain available for grant under the 2024 Equity Incentive Plan.
April 30, 2025	The Annual Meeting of Stockholders of Esquire Financial Holdings, Inc. will be held at the executive offices of Esquire Financial Holdings, Inc., located at 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, on May 29, 2025, at 10:00 a.m., local time.
April 30, 2025	The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being mailed to stockholders on or about April 30, 2025.
May 29, 2025	The Annual Meeting of Stockholders of Esquire Financial Holdings, Inc. will be held at the executive offices of Esquire Financial Holdings, Inc., located at 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, on May 29, 2025, at 10:00 a.m., local time.
December 31, 2025	In order to be eligible for inclusion in the proxy materials for our 2026 Annual Meeting of Stockholders, a stockholder proposal must be received at the Companys executive offices, 100 Jericho Quadrangle, Suite 100, Jericho, New York 11753, no later than December 31, 2025.
January 30, 2026	In order for a proposal or a nomination to be brought before the annual meeting of stockholders to be held following the year ending December 31, 2025, notice must be provided to the Corporate Secretary by January 30, 2026.
March 30, 2026	Under SEC Rule 14a-19, a stockholder intending to engage in a director election contest with respect to the Companys annual meeting of stockholders to be held in 2026 must give the Company notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous years annual meeting. This deadline is March 30, 2026.

Keywords

proxy statement, annual meeting, directors, executive compensation, Crowe LLP, stockholders, governance, equity incentive plan, related party transactions, audit committee

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