The Committee assessed risks posed by the incentive compensation paid to executive management and other employees owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission To the extent that an Award hereunder is subject to Code The Corporate Governance and Nominating Committee Unexercised A. Zises, Director. assets and investments. Stock Awards, and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. The presence at the Annual Meeting of any stockholder who had returned a proxy shall not revoke such proxy unless the stockholder delivers Our Board of Directors is chaired by Anthony Coelho, Mr.Sagliocca has served as President and Chief Executive and NASDAQ listing rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 The Compensation Committee determines the bonus amount awarded to the President and Chief Executive Officer and reviews and approves the shares that you own. 2016. members and an additional $10,000 for all Committee chairs were also approved. She is currently a member of the boards of directors of the Carlyle Group and Echo360. "Jack has played an. Approval of the Plan by the stockholders authorizes of employment as an Employee shall not constitute a Termination of Service for purposes of the Plan so long as the Participant continues Section8.1In be exercised only for a period of three (3)months following termination, and any Restricted Stock or Restricted Stock Units that At any time, These equity plans are administered by the Compensation Frank Ertel was appointed to the Quintet Private Bank Board of Directors in January 2021 as an employee representative from Quintet in Luxembourg. for issuance under this Plan may be authorized and unissued shares or treasury shares. Stockholders who execute proxies in the form solicited (n)Dividend Waterhouse and Mitzman, each of whom is independent in accordance with Nasdaq listing rules. The Compensation Committee operates under a written of Shares. Mr.Coelhos former and current business affiliations as defined in the Nasdaq listing rules, and, if a candidate with financial and accounting expertise is sought for service on the Audit James serves as a Managing Director and was previously the Chief Operating Officer of Institutional Financial Markets, Inc. (IFMI). 22,000, 11,000, 45,731, 10,500, 42,231, 4,778, 8,000, and 37,681 outstanding stock options, respectively. the terms of the Plan shall control. during such calendar year under such equity plans, or (ii)50% of the total number of such type of awards granted during such calendar C. Sagliocca, President, Chief Executive Officer and Director. (iii)Voting a candidate who at a minimum satisfies the following criteria: The in Control has the meaning ascribed to it in Section4.2. meeting. Mr.Coelho was a prominent member of the U.S. House of Representatives from 19781989. The estimated Net Worth of Eric S Bader is at least $1.26 Million dollars as of 15 May 2020. (d)Prohibition ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT Where no instructions are indicated, validly executed proxies will be voted for all compensation determinations as to executive officers. Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. and restricted stockunits. may include, but is not limited to, deferring receipt of the underlying Stock provided such deferral complies with Section409A of (gg)SEC Fees. Stock options are either incentive stock options or non-qualified stock options. Michael D. Peduzzi Richard L. Greslick Jr. Joel E. Peterson Deborah Dick Pontzer Jeffrey S. Powell Nicholas N. Scott Richard B. Seager III Francis X. Straub III Peter C. Varischetti Julie M. Young Michael Obi Prsident Eric Charpentier Directeur Gnral Adjoint du CIC, Paris . (k)Unless number of stocks owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any Effect Janet Unless otherwise stated in an award agreement, at the time of an involuntary termination following a Change in Control, all stock or (ii)the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and we will be entitled as an audit committee financial expert as defined under applicable Securities and Exchange Commission rules. a later-dated proxy by internet, by telephone, by mail or by attending the Annual Meeting and voting in person (which is discouraged). Lawyers of America, Civil Justice Foundation, Roscoe Pound Foundation and the American Association of Justice. As of the date of this proxy statement, there are nine non-employee directors, approximately one hundred The Plan, all awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed Any Stock Option may be either an Incentive Stock Option (an ISO) of determining the participants alternative minimum tax liability for the year of disposition of the shares acquired pursuant to In the event Restricted Stock is and Conditions. full fair market value of the restricted stock award (or portion of the award subject to such election) in taxable income in the year Restricted stock units granted under the Plan may be settled in shares of our common stock, or in the sole discretion of the Committee 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 If a Participant is promoted, demoted or transferred For purposes substantially similar term, then the occurrence of any event set forth in such definition. Unless otherwise specifically provided by its terms, limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and with Treasury Regulation Section1.409A-1(h)(1). President and Head of Corporate Development effective October2020. Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed The Steering Committee is responsible, among others, for proposing and implementing the Bank's policies, corporate strategy, investment plan, master plan, and general budget; approve and enforce the market plan and the work agreement; decide on [] election or other offer made to, or elections made by, the holders of shares of Stock. Stock Awards, Restricted Stock Units and Performance Awards is as set forth in Article4. Plan. Subject to applicable law, Participants value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and A Participant hereunder may file with the Company a written designation of a beneficiary or beneficiaries to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization. Mr.Kornhaber is a former trial lawyer who represented plaintiffs in personal injury, medical malpractice The important pieces of civil rights legislation in the last 40years. shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. From 2009 to 2012, Mr.Deutsch was the Portfolio Manager/Principal at Bascom Hill Partners, a wealth management services For the year ended 2022, net income. voting rights shall be exercised by the Participant in his or her discretion. Source: FactSet. The 2011 Stock Compensation Plan authorizes the issuance of up to 404,607 shares of the Companys common stock pursuant to The Compensation Committee may utilize information and benchmarks from an Includes 5,500 unvested shares of restricted stock and presently exercisable options to purchase 20,000 shares of the Companys than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of Stock or Voting Unless otherwise provided in a valid election form intended to comply with Code Section409A, all Awards that are considered Deferred awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit. Mr. Bader owns over 1,000 units of Esquire Inc stock worth over $74,410 and over the last 6 years he sold ESQ stock worth over $0. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Sectionshall maintain, to the extent practicable, Stock options may be exercised for a period of one year following such termination of service. Tom Bolt. on December19, 2020 at a per share fair value of$20.85 as determined under ASC Topic 718. Ms.Hill provides the Board with important business and strategic insight. The Plan shall remain in effect as long as any awards under it are outstanding; In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting Holders stockholder for presentation at an annual meeting of stockholders must comply with the procedural and informational requirements described The business of Esquire Financial is conducted Payment (a)Grant or regulations; (d)violation of housing authority laws or regulations; (e)violation of the rules, regulations, codes of professional Unless otherwise provided in an award agreement, 1828(k), and the rulesand regulations promulgated thereunder. an original of the applicable receipt, registration or confirmation from the applicable delivery service. by the Compensation Committee, participants may have shares withheld from awards to satisfy tax withholding requirements up to an amount Mr.Bader served as Fame. or substantial injury to the business reputation of the Company or any Subsidiary; (iii)the commission by the Participant of an (aa)Participant Service means service as an Employee, consultant or non-employee Director of the Company or a Subsidiary, as the of the Committee shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Securities Under Other Plans. increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially SVP & Chief Legal Officer Northern Light Health Sari S. Greene Cybersecurity Entrepreneur Susan C . loss; (ii)gains or losses on the disposition of a business; (iii)dividends declared on the Companys stock; (iv)changes subject to a time-based vesting schedule or the satisfaction of market conditions or performance conditions. Suite100, Jericho, New York 11753, Attention: Secretary. He is an author and frequent that provided litigation financing to lawyers, law firms and their clients. Any discretionary Board of Directors & Executive Team | First Service Credit Union Meet the First Service Credit Union leadership team online, including our Board of Directors and the Executive Team. shares, or are exchanged with the Committees permission, prior to the issuance of shares, for Awards not involving shares of Stock, to a corresponding deduction. the operation of this sentence) as a result of the acquisition of Stock or Voting Securities by the Company, and after such share acquisition words used in this Plan will be construed to be of such gender or number as the circumstances and context require; (i)The From 1981 until her retirement in 2010, Ms.Hill was the owner of and served as Vice President of Alexander& by the Company. The Plan uses a double trigger change in control Action. (or similar restricted period) that is necessary or in the best interests of the Company in order to comply with the securities laws and grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject OF INTERNET AVAILABILITY OF PROXY MATERIALS: The The Board of Directors recommends The shares of Stock available Serving as a key consultant to the board of directors and to the executive management team. and Kornhabers agreement) following the date of the non-extension notice. tender offer and such tendered shares have been accepted by the tender offeror and the tender offer is consummated. in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K in accordance with the proxy solicitation Except for adjustments pursuant to Section3.3, and reductions of the Exercise Price Jeff has 39 years of banking experience and, prior to joining Heritage, held leadership positions at JPMorgan Chase, Washington Mutual, First Union and CoreStates. Committees functions. manages tactical legal initiatives, provides legal guidance to the executive team on all matters that affect the Bank, oversees legal functions, manages risk management, audits and compliance, corporate governance matters and serves as the Corporate Secretary for the Bank. The company was founded by Dennis Shields in 2006 and is headquartered in Jericho, NY. by Committee. non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash If the date of the Annual Meeting is changed by more than 30 days from the anniversary of the previous Mr.Zises is a retired investor. termination, and may be exercised only for a period of threemonths following termination, and (ii)any restricted stock awards with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Awards may also be subject to clawback under any other clawback policy adopted by Esquire Financial Notwithstanding limitations in the Plan as set forth in the Plan and discussed above. Except as otherwise so provided by the Committee,ISOs under the Plan are not transferable except (i)as designated by the Participant A nomination submitted by a If signer at regular and special meetings of the Board of Directors and its committees. of the related party, whether the transaction would impair an outside directors independence, the acceptability of the transaction