DEF 14A of Esquire Financial Holdings, Inc.
Filed Apr 30, 2026 · FY20250001104659-26-052225
PROPOSAL I—ELECTION OF DIRECTORS
PROPOSAL I—ELECTION OF DIRECTORS Our Board of Directors is comprised of eight members. Our bylaws provide that directors are divided into three classes, with one class of directors elected annually. As provided in the Board-approved Nominating Policy, persons 80 years of age or above may only be nominated for a one-year term. The Board of Directors has nominated Todd Deutsch to serve a two-year term; and Raymond Kelly, Robert J. Mitzman, and Kevin C. Waterhouse each to serve a three-year term, each until their respective successors shall have been elected and qualified. All nominees are currently directors of Esquire Financial and Esquire Bank, National Association (“Esquire Bank” or the “Bank”). The Board of Directors recommends a vote “FOR” the election of the nominees. The table below sets forth certain information regarding the nominees, the other current members of our Board of Directors whose term of office will continue following the Annual Meeting, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected.
PROPOSAL I—ELECTION OF DIRECTORS
| | | | | Current | | | Position(s) Held | | Director | Term | | Name | With Esquire Financial | Age (1) | Since (2) | Expires | | NOMINEES | | | | | | Todd Deutsch | Director | 53 | 2015 | 2026 | | Raymond Kelly | Director | 67 | 2025 | 2026 | | Robert J. Mitzman | Director | 71 | 2007 | 2026 | | Kevin C. Waterhouse | Director | 58 | 2006 | 2026 | | CONTINUING DIRECTORS | | | | | | Anthony Coelho | Chairman | 83 | 2010 | 2027 | | Richard T. Powers | Director | 78 | 2006 | 2027 | | Andrew C. Sagliocca | Vice Chairman, Chief Executive Officer, and President | 58 | 2008 | 2027 | | Rena Nigam | Director | 52 | 2024 | 2028 | | EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | | | | | | Eric S. Bader | Executive Vice President and Chief Operating Officer | 49 | N/A | N/A | | Ari P. Kornhaber | Executive Vice President, Head of Corporate Development | 54 | N/A | N/A | | Michael Lacapria | Senior Vice President, Chief Financial Officer | 48 | N/A | N/A | | Martin S. Korn | Executive Vice President, Chief Technology and Operations Officer | 62 | N/A | N/A |
PROPOSAL I—ELECTION OF DIRECTORS
| (1) As of April 1, 2026. |
PROPOSAL I—ELECTION OF DIRECTORS
| (2) Includes service with Esquire Bank and Esquire Financial. |
PROPOSAL I—ELECTION OF DIRECTORS
The biographies of each of the nominees, continuing board members who will constitute the Board following the Annual Meeting and executive officers are set forth below. With respect to directors and nominees, the biographies also contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to determine that the person should serve as a director. Each director of Esquire Financial is also a director of Esquire Bank.
Directors
Directors Anthony Coelho, Chairman. Mr. Coelho has served as Chair of the Advisory Board for Bender Consulting Services since 2002 and was Chair and a Board Member for the American Association of People with Disabilities and the Lead Independent Director of Service Corporation International. Mr. Coelho was a prominent member of the U.S. House of Representatives from 1978 – 1989. While a member of the House of Representatives, he authored the Americans with Disabilities Act, widely recognized as one of the most important pieces of civil rights legislation in the last 40 years. Mr. Coelho’s former and current business affiliations include service on a number of corporate boards and as CEO of Wertheim Schroder Investment Services. Mr. Coelho has been a member of the Esquire Bank board of directors since 2010 and has been Chairman of the Board of Directors since August 2018. Mr. Coelho provides the Board with valuable perspective on general business oversight, as well as potential strategic initiatives. Todd Deutsch, Director. Mr. Deutsch is a private investor and entrepreneur. Since 2012, Mr. Deutsch has managed his family office. From 2009 to 2012, Mr. Deutsch was the Portfolio Manager/Principal at Bascom Hill Partners, a wealth management services company. Prior to running his family office and Bascom Hill Partners, Mr. Deutsch spent twenty years as a trader with Goldman Sachs and various hedge funds. Mr. Deutsch has been a member of the Esquire Bank board of directors since 2015. Mr. Deutsch provides the Board with extensive financial and business experience as well as valuable insight into managing and overseeing a business. Raymond Kelly, Director. Mr. Kelly is a retired tax professional. Until April 2025, Mr. Kelly was tax partner at RSM US LLP, where, as a certified public accountant, he was a tax services partner for more than 10 years. Prior to joining RSM, Mr. Kelly was a tax partner at Marcum LLP, a senior vice president at North Fork Bancorporation, Inc., and a senior tax manager at KPMG. Mr. Kelly is a seasoned banker and tax professional with more than 40 years of experience in the financial services industry, providing consulting and tax services to the banking industry as well as compensation and strategic banking advice to clients. Mr. Kelly provides the Board with a unique combination of technical expertise, leadership experience, and business acumen and makes him a key asset in providing the Board with valuable perspectives on business operations, corporate strategy, and tax-related matters. Robert J. Mitzman, Director. Mr. Mitzman has over 40 years of experience in the worldwide specialized courier industry. In 1981, Mr. Mitzman founded the Quick Group of Companies (“Quick”), a globally renowned and award-winning organization at the forefront of revolutionizing the time-critical logistics industry. As its Chairman and Chief Executive Officer, Mr. Mitzman grew Quick into an international specialized courier company with offices around the globe to provide complex, and often life-saving, logistics solutions to companies with time and mission-critical needs in the fields of life science, pharma and biotech, aerospace, automotive, and technology. Mr. Mitzman is currently an active private investor, managing his family office and real estate holdings. Mr. Mitzman has been a member of the Board of Directors for Esquire Bank since 2007. Mr. Mitzman provides the Board with extensive executive management experience as a Chief Executive Officer with global strategic, operating, human capital, and technology experience. Rena Nigam, Director. Ms. Nigam is the Founder and Chief Executive Officer of Meytier Inc., an AI-enabled, hiring and talent intelligence platform which works with companies across multiple business sectors. Ms. Nigam founded Meytier Inc. in 2019. Other previous executive appointments include President and Board Member of Incedo Inc. from 2015 through 2018, and Co-Founder of Aspark (acquired by Liquidhub, now a part of Capgemini) from 2011 to 2014, both focused on technology innovation. Ms. Nigam has 25 years of experience in high growth global ventures as an executive, entrepreneur, and investor across publicly traded and private companies as well as innovation in the financial services technology and payments space. Ms. Nigam has been a member of the Board of Directors for Esquire Bank since 2024. Ms. Nigam is a passionate advocate for advancing women in technology and finance and her extensive experience in the financial services industry provides the Board with unique experience and insight on the needs and challenges of the banking sector as well as Esquire Bank. Richard T. Powers, Director. Mr. Powers served as Esquire Bank’s President and Chief Executive Officer from Esquire Bank’s pre-opening organizational stage in 2005 through 2008. Prior to joining Esquire Bank, Mr. Powers was President, U.S. Direct Services for Fiserv CBS. Mr. Powers has over 50 years of experience in all areas of the financial services industry, both banking and brokerage. He has served as President and Chief Operating Officer of Waterhouse National Bank and Executive Vice President and Chief Operations Officer of North Fork Bank, among other banking positions. Since 2009, Mr. Powers has been the owner of RT Powers & Associates, a banking and financial services consultant firm and he is recognized as an expert witness for banking technology patent infringement. Mr. Powers is a founding organizer of Esquire Bank. Mr. Powers provides the Board with important experience and insight into the financial services industry. Andrew C. Sagliocca, Vice Chairman, Chief Executive Officer and President. Mr. Sagliocca has served as CEO and President of Esquire Bank since January 2009 and its financial holding company since inception. In 2023, Mr. Sagliocca was also appointed as Vice Chairman of the Board. Prior to his time in his current role, Mr. Sagliocca served as Esquire’s Chief Financial Officer when he joined in February 2007. Prior to joining Esquire, Mr. Sagliocca was a senior financial officer for 13 years at North Fork Bank and was formerly a manager in KPMG LLP’s Financial Services Group, specializing in financial institutions. Mr. Sagliocca has over 35 years of experience in the financial services industry. Mr. Sagliocca’s extensive experience in financial services provides the Board with a unique perspective on Esquire Bank’s business and strategic direction. Kevin Waterhouse, Director. Mr. Waterhouse is Vice President and Investment Advisor of L.M. Waterhouse & Company, a Valhalla, New York-based registered investment advisory firm. Mr. Waterhouse has worked at L.M. Waterhouse since 2002. Mr. Waterhouse previously served as First Vice President of Operations & Product Development of Waterhouse National Bank. Mr. Waterhouse is a founding organizer of Esquire Bank. Mr. Waterhouse provides the Board with a valuable perspective on general business oversight as well as on potential strategic initiatives.
Compensation Philosophy
| What We Do | What We Don’t Do | | ● Emphasis on pay for performance | ● No excessive perquisites for executive officers | | ● Balance short and long-term incentives | ● No hedging or pledging of our stock | | ● Substantial majority of target total compensation is variable | ● No uncapped cash or equity incentives | | ● Use appropriate peer group when establishing compensation | ● No dividends paid on unearned or unvested equity awards | | ● Engage an independent compensation consultant to advise our Compensation Committee | ● No guaranteed bonuses | | ● Focus on risk management and risk outcomes | ● No repricing of stock options without shareholder approval | | ● Maintain stock ownership guidelines for our executives and non-employee directors | ● No spring loading or back dating equity grants | | ● Maintain an SEC- and Nasdaq-compliant clawback policy | |
Role of Compensation Committee
| ● | Review, evaluate and recommend to the full Board, the terms of employment and severance agreements/arrangements for executive management, including any change of control and indemnification provisions. |
Role of Compensation Consultant
Role of Compensation Consultant For 2025, the Compensation Committee engaged FW Cook as an independent compensation consultant to assist in its evaluation of the Company’s executive compensation program and provide an annual competitive evaluation of the total compensation of our executive officers, including the NEOs described in the below compensation tables. FW Cook reports directly to the Compensation Committee and does not perform any other services to the Company. FW Cook provided the Compensation Committee with executive compensation benchmarking trends and external developments and also provided input on the Company’s and Esquire Bank’s overall compensation program and monitored their short-term and long-term incentive plans for best practices and market competitiveness. Before engaging a compensation consultant, the Compensation Committee considers the independence of the compensation consultant. The Compensation Committee concluded that FW Cook was independent and had no conflicts of interest with respect to its engagement.
Compensation Peer Group
Compensation Peer Group The Compensation Committee worked with FW Cook to construct a peer group of comparable banking companies with assets at the time of selection generally between $450 million and $4.2 billion and payment processing companies with revenue at the time of selection generally between $25 million and $250 million that have similar needs for executive talent. 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 2025 peer group was as follows:
Compensation Peer Group
| 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. Medallion Financial Corp. | Richmond Mutual Bancorporation, Inc. |
Compensation Peer Group
Although the decisions regarding executive compensation levels are guided by the information provided from the peer group data, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the peer group and also takes into account the prevailing economic environment, individual performance, experience, the current financial condition of the Company and applicable succession and retention considerations.
Executive Compensation Program Elements
| ● | Cash based bonuses, directly linking pay to both Company and individual performance; |
Executive Compensation Program Elements
| ● | An equity plan designed to align the executives’ interest with the Company’s stockholders in achieving long-term performance; and |
Executive Compensation Program Elements
| Element | Base Salary | Annual Cash Incentives | Long-Term Equity Incentives | | | Form of Payment | Cash | Cash | 50% Restricted Stock Awards ("RSAs") | 50% Performance Share Units ("PSUs") | | Vesting Length | -- | -- | Vest over 5 years with 1/3 vesting after years 3, 4, and 5 | Vest entirely after 3 years (2-year performance period) | | Performance Period | -- | 1 Year | -- | 2 Years | | Performance Metrics | -- | ROAA (18.75%) | | ROAA (50%) | | | | Diluted EPS (18.75%) | | Diluted EPS Growth (50%) | | | | Non-Performing Assets to Total Assets Ratio (18.75%) | | | | | | Internal Risk Rating (18.75%) | | | | | | Strategic Goals (25%) | | |
Annual Incentive Plan (“AIP”)
Annual Incentive Plan (“AIP”) In 2025, the Compensation Committee approved the AIP for our executive officers, including our NEOs, which is based on performance against a scorecard of pre-established financial targets and strategic priorities approved by the Compensation Committee each year. Individual executives’ 2025 AIP targets are expressed as a percentage of base salary for each NEO, as shown in the table below:
Annual Incentive Plan (“AIP”)
| Name | 2025 Target Bonus (% of Base Salary) | | Andrew C. Sagliocca | 115.0% | | Michael Lacapria | 33.5% | | Ari P. Kornhaber | 90.0% | | Eric S. Bader | 72.5% | | Martin S. Korn (1) | — |
Annual Incentive Plan (“AIP”)
| (1) Mr. Korn does not participate in the AIP. |
Annual Incentive Plan (“AIP”)
Performance against corporate financial targets accounts for 75% of the scorecard, while performance against strategic priorities accounts for 25% of the scorecard and actual annual incentive payouts will range from 0% to 150% based on annual performance, following the certification of annual incentive scorecard metrics. Annual incentives will not be earned unless pre-determined performance goal thresholds are achieved over the annual period. The four equally weighted corporate financial metrics used for the 2025 AIP were: Return on Average Assets (ROAA), Diluted EPS, Non-Performing Assets to Total Assets Ratio, and Internal Risk Rating. The remaining 25% of the scorecard was based on performance goals. The Strategic performance objectives include non-quantitative factors considered by the Compensation Committee and the Board such as general management oversight of the Company, the productivity of employees and execution of Esquire Bank’s Strategic Plan. The following table describes performance metrics and weightings of the AIP and details about performance metric achievement based on 2025 performance:
Annual Incentive Plan (“AIP”)
| Metric | Weight | Threshold Performance (50% Payout) | Target Performance (100% Payout) | Maximum Performance (150% Payout) | Actual Performance | Metric Achievement | Weighted Achievement | | Return on Avg Assets (ROAA) | 18.75% | 2.23% | 2.35% | 2.47% | 2.43% | 133.3% | 25% | | Diluted EPS | 18.75% | $5.18 | $5.45 | $5.72 | $5.87 | 150.0% | 28% | | Non-Performing Assets to Total Assets Ratio | 18.75% | 0.99% | 0.90% | 0.81% | 0.36% | 150.0% | 28% | | Internal Risk Rating (1) | 18.75% | | | | | 150.0% | 28% | | Strategic Goals (2) | 25.00% | | | | | 100.0% | 25% | | Total | 100.00% | | | | | | 134% |
Annual Incentive Plan (“AIP”)
| (1) The Internal Risk Rating goals are being excluded as such information is competitively sensitive and not otherwise disclosed by the Company. |
Annual Incentive Plan (“AIP”)
| (2) Strategic performance objectives include non-quantitative factors considered by the Compensation Committee and the Board such as general management oversight of the Company, the productivity of employees and execution of Esquire Bank’s Strategic Plan. |
Annual Incentive Plan (“AIP”)
As a result, the Compensation Committee determined payout for 2025 performance at 134%. The payments made to the NEOs under the AIP for 2025 are set forth in the table below:
Annual Incentive Plan (“AIP”)
| | | | 2025 AIP Payments | | | | Name | 2025 Base Salary ($) | 2025 Target Bonus (% of Base Salary) | 2025 Target Bonus ($) | Actual Payout as a % of Target | Actual Payout ($) | | Andrew C. Sagliocca | 825,000 | 115.0% | 948,750 | 134% | 1,275,000 | | Michael Lacapria | 435,000 | 33.5% | 145,725 | 134% | 196,000 | | Ari P. Kornhaber | 625,000 | 90.0% | 562,500 | 134% | 756,000 | | Eric S. Bader | 625,000 | 72.5% | 453,125 | 134% | 609,000 | | Martin S. Korn (1) | 540,000 | — | — | — | — |
Annual Incentive Plan (“AIP”)
| (1) Mr. Korn does not participate in the AIP, and instead is eligible for an annual discretionary bonus, in which the payout is determined by the Compensation Committee. For 2025, the Compensation Committee approved a bonus payout of $340,000 to Mr. Korn. |
Annual Incentive Plan (“AIP”)
Long-Term Incentive Plan (“LTIP”): For 2025, the Compensation Committee approved changes to Esquire’s LTIP, which provides an opportunity for our executive officers, including our NEOs, to be granted a balanced mix of performance share units (PSUs - 50% of total long-term incentive grant value) and restricted stock awards (RSAs - 50% of total long-term incentive grant value). The timing of LTIP grants under the new LTIP program has shifted from December to January to allow the Company to assess full year performance before awarding LTI opportunities and to further align with common market practice. Restricted Stock Awards. The annual RSAs granted in 2025 will vest over a five-year period in three equally weighted annual installments beginning on the third anniversary of the grant date, subject to the executive’s continued service through the applicable vesting date. Performance Share Units. The annual PSUs granted in 2025 provide the opportunity to earn and vest in a number of PSUs, based on the Company’s attainment of two equally weighted metrics, ROAA and Diluted EPS growth. Performance is measured against pre-established financial targets over a two-year performance period and PSUs will vest on the three-year anniversary from the date of grant. Actual performance share unit payouts will range from 0% to 150% following the certification of performance results. The PSUs will not be earned unless pre-determined performance goal thresholds are achieved over the performance period.
Employment Agreements
Employment Agreements The Company and Bank have jointly entered into an employment agreement, dated October 1, 2015, 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. The agreements provide for daily automatic extensions, unless the executives’ are provided with written notice of the discontinuance of such automatic extensions, in which event the agreement shall expire at the end of 36 months (24 months with respect to Mr. Bader’s and Kornhaber’s agreement) following the date of the non-extension notice. Under the employment agreements, the 2025 base salary for Messrs. Sagliocca, Bader, and Kornhaber is $825,000 $625,000 and $625,000, respectively. The base salaries are reviewed at least annually and may be increased but not decreased. In addition to the base salary, each agreement provides that the executive will receive all benefits provided to full-time employees of the Company or Bank. Further, if equity awards are granted in any calendar year under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr. Sagliocca will receive an award equal to no less than the greater of (i) 12.5% of the total number of such type of awards granted during such calendar year under such equity plans, or (ii) 50% of the total number of such type of awards granted during such calendar year to the Company’s Executive Chairman under all such plans; and Mr. Bader and Mr. Kornhaber will each receive an award equal to no less than 50% of the total number of such awards granted to the CEO. Messrs. Bader and Kornhaber have voluntarily waived this provision of their respective employment agreements for 2025. Additionally, under the agreements, the executives will receive monthly automobile allowances and a life insurance policy in an amount equal to at least three (3) times, in the case of Mr. Sagliocca, and two (2) times, in the case of Messrs. Bader and Kornhaber, of the executive’s average (i) base salary and (ii) bonus payable under the bonus plan for the prior two full calendar years. The Company and Bank have jointly entered into an employment agreement, dated March 25, 2021, with Martin S. Korn, our EVP, Chief Technology and Operations Officer, with an initial term of one year. The agreement provides for daily automatic extensions, unless Mr. Korn is provided with written notice of the discontinuance of such automatic extension, in which event the agreement shall expire at the end of 12 months following the date of the non-extension notice. Under the employment agreements, the 2025 base salary for Mr. Korn is $540,000. The base salary is reviewed at least annually and may be increased but not decreased. In addition to the base salary, the agreement provides that Mr. Korn will receive all benefits provided to full-time employees of the Company or Bank. Additionally, under the agreement, Mr. Korn will receive monthly automobile allowances and a life insurance policy in an amount equal to Mr. Korn’s average (i) base salary and (ii) bonus payable under the bonus plan for the prior full calendar year. The agreements permit the Company or Bank to terminate the executive’s employment for cause (as defined in the agreement) at any time. In the event we choose to terminate an executive’s employment for reasons other than for cause, his death or disability or his retirement (as defined in the agreement), or in the event of the executive’s resignation from the Company or Bank for “good reason” upon (a) failure to be reappointed to his current office, (b) a material change in his functions, duties or responsibilities, (c) the relocation of the executive’s principal place of employment by more than 30 miles, (d) a determination not to renew the term of the agreement, or (e) a breach of the agreement by the Company or Bank, then in any such event, the executive, would be entitled to receive a cash severance payment. The cash severance payment would be an amount equal to (A) the greater of: (i) his base salary payable during the remaining term of the agreement or (ii) 100% of his base salary as of the termination date, plus (B) the dollar amount of his bonus paid to the executive for the most recently completed calendar year multiplied by the greater of (i) the number of full and partial years in the remaining term of the agreement or (ii) one (1). In addition, each executive would be entitled to continue to receive for a period of eighteen (18) months (twelve (12) months in the case of Mr. Korn) (the “COBRA period”) continuing medical and dental insurance coverage provided to former employees of the Company or Bank at no cost to the executive. Each executive also will be entitled to a lump sum cash payment payable within 30 days following his termination equal to the sum of the estimated cost of medical and dental coverage from the last day of the COBRA period through the remaining term of the agreement plus the expense of converting his Company-paid life insurance to an individual life insurance policy. In the event that after the occurrence of a change in control, one of the executive’s employment is (i) involuntarily terminated within 24 months (other than for Cause), (ii) terminated by him for good reason within 24 months, or (iii) terminated by him for any reason (other than good reason) within 12 months, then the Company or Bank will pay him a cash payment equal to 2.99 times of his average annual compensation in the case of Mr. Sagliocca (two (2) times in the case of Messrs. Bader and Kornhaber) over the five most recently completed calendar years. In the case of Mr. Korn, the Company or Bank will pay him a cash payment equal to his highest annual compensation plus the highest annual bonus paid to Mr. Korn with respect to any of the three completed calendar years preceding the change in control. Such payment will be made to him within 30 days following his termination of employment. In addition, each executive will be entitled to the same continuation of health care coverage provided in the immediately preceding paragraph, as well as the cash lump sum payment to equal to the estimated cost of his and his family’s medical and dental coverage from the last day of the COBRA period through the remaining term of the agreement plus the expense of converting his Company-paid life insurance to an individual life insurance policy. If the payment and benefits payable to an executive following a change in control would result in an excess parachute and excise taxes payable by the executive, the Company and or Esquire Bank will promptly pay or reimburse the executive for such taxes, as well as any other federal, state or local taxes that result from the Company’s or Bank’s payment of such taxes. In exchange for Esquire Bank’s and Company’s promises under the employment agreements, each executive agrees that in the event of his termination under the employment agreement, other than due to disability or a change in control, for a period of one year following such termination he will not compete with, or solicit employees or customers, suppliers vendors of the Company or Esquire Bank to terminate, reduce, limit or change their business relationship with the Company or Esquire Bank, and further will not disclose confidential information or disparage the Company or Bank.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards Since 2016, we generally have not granted stock options or similar awards as part of our equity compensation programs. When stock options or similar awards are granted to NEOs, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to restricted stock awards or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant.
The Compensation Committee
| Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Andrew C. Sagliocca | 2025 | 825,000 | — | 1,501,283(1) | — | 1,275,000(3) | 167,771 | 3,769,054 | | Vice Chairman, Chief Executive | 2024 | 725,000 | — | —(6) | — | 1,010,000(5) | 106,533 | 1,841,533(6) | | Officer and President | 2023 | 700,000 | 1,000,000 | 1,304,640(4) | — | — | 72,260 | 3,076,900 | | Michael Lacapria (8) | 2025 | 435,000 | — | 157,539(1) | — | 196,000(3) | 15,387 | 803,926(5) | | Senior Vice President | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | Ari P. Kornhaber | 2025 | 625,000 | — | 953,352(1) | — | 756,000(3) | 122,443 | 2,456,795 | | Executive Vice President, | 2024 | 600,000 | — | —(6) | — | 654,000(5) | 91,853 | 1,345,853(6) | | Head of Corporate Development | 2023 | 575,000 | 650,000 | 724,800(4) | — | — | 68,716 | 2,018,516 | | Eric S. Bader | 2025 | 625,000 | — | 751,764(1) | — | 609,000(3) | 123,068 | 2,108,832 | | Executive Vice President | 2024 | 600,000 | — | —(6) | — | 527,000(5) | 81,456 | 1,208,456(6) | | and Chief Operating Officer | 2023 | 575,000 | 500,000 | 652,320(4) | — | — | 63,026 | 1,790,346 | | Martin S. Korn (8) | 2025 | 540,000 | 340,000 | 265,575(1) | 80,000(7) | — | 106,361 | 1,331,936 | | Executive Vice President, Chief | | | | | | | | | | Technology & Operations Officer | | | | | | | | |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Possible Future Payouts | | Estimated Possible Future Payouts | | | All Other Stock Awards: | | | | | Under Non-Equity Incentive Plan Awards (1) | | Under Equity Incentive Plan Awards (2) | | | Number of Shares of | Grant Date Fair Value of | | Name | Grant Date | Threshold ($) | Target ($) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units (#) (3) | Stock Awards ($) (4) | | Andrew C. Sagliocca | | 474,375 | 948,750 | | | | | | | | 1/30/2025 | | | | | | 8,691 | 759,767 | | | 2/7/2025 | | | 4,346 | 8,691 | 13,037 | | 741,516 | | Michael Lacapria | | 72,863 | 145,725 | | | | | | | | 1/30/2025 | | | | | | 912 | 79,727 | | | 2/7/2025 | | | 456 | 912 | 1,368 | | 77,812 | | Ari P. Kornhaber | | 281,250 | 562,500 | | | | | | | | 1/30/2025 | | | | | | 5,519 | 482,471 | | | 2/7/2025 | | | 2,760 | 5,519 | 8,279 | | 470,881 | | Eric S. Bader | | 226,563 | 453,125 | | | | | | | | 1/30/2025 | | | | | | 4,352 | 380,451 | | | 2/7/2025 | | | 2,176 | 4,352 | 6,528 | | 371,313 | | Martin S. Korn | | | | | | | | | | | 12/10/2025 | | | | | | 2,500 | 265,575 |
Grants of Plan-Based Awards
| (1) These columns illustrate the possible payouts for each Named Executive Officer under the Annual Incentive Compensation Plan. See “Summary Compensation” and “Compensation Discussion and Analysis - Annual Incentives” of the document for the actual payouts made in 2025. There is no maximum for non-equity incentive plan awards. |
Grants of Plan-Based Awards
| (2) The number of 2025 performance-based restricted stock units actually received and the vesting of those units will depend on the satisfaction of certain performance criteria over a two-year performance period. Dividends are not paid on the performance-based restricted stock units until vest date based on the number of units that actually vest. The unvested units granted are not eligible for voting. See "Compensation Discussion and Analysis - Long-Term Incentives - 2025 Equity Grants" for further discussion. |
Grants of Plan-Based Awards
| (3) The 2025 service-based restricted stock awards vest in three equal annual installments beginning on the third anniversary of the date of grant. |
Grants of Plan-Based Awards
| (4) Reflects the aggregate grant date fair value for service-based restricted stock awards granted on January 30, 2025, utilizing $87.42 per share, which equals the Company’s closing stock price on the date of the grant and, for the performance-based restricted stock units granted on February 7, 2025, assuming performance conditions are satisfied at the target level. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows stock option awards and PSUs outstanding for each of our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Shares or Units That Have Not Vested (1)($) | | Andrew C. Sagliocca | 9/1/2016 | 29,250 | — | 12.50 | 9/1/2026 | 12/16/2020(2) | 11,334 | 1,156,861 | — | — | | | | | | | | 12/9/2021(3) | 20,300 | 2,072,021 | — | — | | | | | | | | 12/19/2022(4) | 25,000 | 2,551,750 | — | — | | | | | | | | 12/15/2023(5) | 27,000 | 2,755,890 | — | — | | | | | | | | 1/30/2025(6) | 8,691 | 887,090 | — | — | | | | | | | | 1/30/2025(7) | — | — | 8,691 | 887,090 | | Michael Lacapria | 12/10/2018 | 1,500 | — | 24.90 | 12/10/2028 | 12/16/2020(2) | 667 | 68,081 | — | — | | | 12/16/2020 | 2,500 | — | 20.85 | 12/16/2030 | 12/9/2021(3) | 1,667 | 170,151 | — | — | | | 12/9/2021 | 2,500 | — | 31.04 | 12/9/2031 | 12/19/2022(4) | 2,500 | 255,175 | — | — | | | 12/19/2022 | 2,500 | — | 42.30 | 12/19/2032 | 12/15/2023(5) | 3,500 | 357,245 | — | — | | | 12/15/2023 | 1,667 | 833 | 48.32 | 12/15/2033 | 1/30/2025(6) | 912 | 93,088 | — | — | | | | | | | | 1/30/2025(7) | — | — | 912 | 93,088 | | Ari P. Kornhaber | 5/2/2016 | 7,500 | — | 12.50 | 5/2/2026 | 12/16/2020(2) | 5,667 | 578,431 | — | — | | | 9/1/2016 | 11,125 | — | 12.50 | 9/1/2026 | 12/9/2021(3) | 10,150 | 1,036,011 | — | — | | | | | | | | 12/19/2022(4) | 12,500 | 1,275,875 | — | — | | | | | | | | 12/15/2023(5) | 15,000 | 1,531,050 | — | — | | | | | | | | 1/30/2025(6) | 5,519 | 563,324 | — | — | | | | | | | | 1/30/2025(7) | — | — | 5,519 | 563,324 | | Eric S. Bader | 9/1/2016 | 14,125 | — | 12.50 | 9/1/2026 | 12/16/2020(2) | 5,667 | 578,431 | — | — | | | | | | | | 12/9/2021(3) | 10,150 | 1,036,011 | — | — | | | | | | | | 12/19/2022(4) | 12,500 | 1,275,875 | — | — | | | | | | | | 12/15/2023(5) | 13,500 | 1,377,945 | — | — | | | | | | | | 1/30/2025(6) | 4,352 | 444,209 | — | — | | | | | | | | 1/30/2025(7) | — | — | 4,352 | 444,209 | | Martin S. Korn | 9/1/2016 | 5,000 | — | 12.50 | 9/1/2026 | 12/16/2020(2) | 2,167 | 221,186 | — | — | | | 1/23/2018 | 5,000 | — | 19.25 | 12/10/2028 | 12/9/2021(3) | 3,000 | 306,210 | — | — | | | 12/16/2020 | 6,500 | — | 20.85 | 12/16/2030 | 12/19/2022(4) | 4,000 | 408,280 | — | — | | | 12/9/2021 | 5,000 | — | 31.04 | 12/9/2031 | 12/15/2023(5) | 4,000 | 408,280 | — | — | | | 12/19/2022 | 4,000 | — | 42.30 | 12/19/2032 | 12/3/2024(8) | 2,750 | 280,693 | — | — | | | 12/15/2023 | 2,666 | 1,334 | 48.32 | 12/15/2033 | 12/10/2025(9) | 2,500 | 255,175 | — | — | | | 12/3/2024 | 866 | 1,734 | 77.92 | 12/3/2034 | | | | | | | | 12/10/2025 | | 2,000 | 106.23 | 12/10/2035 | | | | | |
Outstanding Equity Awards at Fiscal Year End
| (1) Amounts shown are based on the fair market value of Esquire Financial common stock on December 31, 2025 of $102.07. |
Outstanding Equity Awards at Fiscal Year End
| (2) Shares vest over six years, one third in each year commencing on December 16, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (3) Shares vest over six years, one third in each year commencing on December 9, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (4) Shares vest over six years, one third in each year commencing on December 19, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (5) Shares vest over six years, one third in each year commencing on December 15, 2027. |
Outstanding Equity Awards at Fiscal Year End
| (6) Shares vest over five years, one third in each year commencing on January 30, 2028. |
Outstanding Equity Awards at Fiscal Year End
| (7) Share payouts of PSUs will be earned based on the Company’s performance with respect to two equally weighted metrics, return on average assets and diluted earnings per share growth. Performance is measured against pre-established financial targets over a two-year performance period and will cliff-vest on the three-year anniversary from the date of grant on January 30, 2028. |
Outstanding Equity Awards at Fiscal Year End
| (8) Shares vest over five years, one third in each year commencing on December 3, 2027. |
Outstanding Equity Awards at Fiscal Year End
| (9) Shares vest over five years, one third in each year commencing on December 10, 2028. |
Stock Options Exercised and Stock Vesting Table
Stock Options Exercised and Stock Vesting Table The following table shows information for the NEOs concerning the exercise of stock options and the vesting of restricted stock awards during the year ended December 31, 2025.
Stock Options Exercised and Stock Vesting Table
| | Option Awards | | Stock Awards (1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (3) | | Andrew C. Sagliocca | 24,646 | 2,051,460 | 32,317 | 3,425,835 | | Michael Lacapria | — | — | 2,000 | 211,414 | | Ari P. Kornhaber | 15,297 | 1,273,320 | 16,159 | 1,712,971 | | Eric S. Bader | 12,748 | 1,061,100 | 16,159 | 1,712,971 | | Martin S. Korn | — | — | 6,001 | 637,277 |
Stock Options Exercised and Stock Vesting Table
| (1) The amounts shown under Stock Awards include the portion of prior year restricted stock awards that vested during 2025. |
Stock Options Exercised and Stock Vesting Table
| (2) “Value Realized on Exercise” is calculated by subtracting the exercise price from the Fair Market Value as of the exercise date multiplied by the number of the options exercised. |
Stock Options Exercised and Stock Vesting Table
| (3) “Value Realized on Vesting” is based on the closing price of Esquire Common Stock on the date of vesting. |
Potential Payments Upon Termination of Employment or Change of Control
Potential Payments Upon Termination of Employment or Change of Control The tables below set forth for each of the NEOs the amount of the severance payments and benefits and the accelerated vesting of equity awards that the NEOs would have been entitled to upon various change in control and termination of employment events as described above, assuming that a change in control and/or termination of employment occurred on December 31, 2025.
Potential Payments Upon Termination of Employment or Change of Control
| Name | Termination Scenario | Cash Severance ($) | Accelerated Vesting of Equity Awards ($)(1) | Health and Welfare Benefits ($)(2) | Total ($) | | Andrew C. Sagliocca | Involuntary Termination without Cause or for Good Reason | 6,515,000 | — | 222,081 | 6,737,081 | | | Voluntary Termination without Good Reason (3) | 480,462 | — | — | 480,462 | | | Involuntary or Good Reason Termination Following a Change in Control (4) | 7,787,189 | 10,310,703 | 222,081 | 18,319,973 | | | Disability | 825,000 | 10,310,703 | 74,027 | 11,209,730 | | | Death | — | 10,310,703 | — | 10,310,703 | | Michael Lacapria | Involuntary Termination without Cause or for Good Reason | — | — | — | — | | | Voluntary Termination without Good Reason | — | — | — | — | | | Involuntary or Good Reason Termination Following a Change in Control | — | 1,036,827 | — | 1,036,827 | | | Disability | — | 1,036,827 | — | 1,036,827 | | | Death | — | 1,036,827 | — | 1,036,827 | | Ari P. Kornhaber | Involuntary Termination without Cause or for Good Reason | 3,212,000 | — | 148,054 | 3,360,054 | | | Voluntary Termination without Good Reason (3) | 322,305 | — | — | 322,305 | | | Involuntary or Good Reason Termination Following a Change in Control (4) | 3,149,900 | 5,548,015 | 148,054 | 8,845,969 | | | Disability | 625,000 | 5,548,015 | 74,027 | 6,247,042 | | | Death | — | 5,548,015 | — | 5,548,015 | | Eric S. Bader | Involuntary Termination without Cause or for Good Reason | 2,831,000 | — | 148,054 | 2,979,054 | | | Voluntary Termination without Good Reason (3) | 274,680 | — | — | 274,680 | | | Involuntary or Good Reason Termination Following a Change in Control (4) | 3,118,698 | 5,156,678 | 148,054 | 8,423,430 | | | Disability | 625,000 | 5,156,678 | 74,027 | 5,855,705 | | | Death | — | 5,156,678 | — | 5,156,678 | | Martin S. Korn | Involuntary Termination without Cause or for Good Reason | 880,000 | — | 74,027 | 954,027 | | | Voluntary Termination without Good Reason (3) | 151,575 | — | — | 151,575 | | | Involuntary or Good Reason Termination Following a Change in Control (5) | 880,000 | 1,879,823 | 74,027 | 2,833,850 | | | Disability | 540,000 | 1,879,823 | 74,027 | 2,493,850 | | | Death | — | 1,879,823 | — | 1,879,823 |
Potential Payments Upon Termination of Employment or Change of Control
| (1) This amount represents the value of unvested restricted stock awards and performance stock units that become fully vested upon certain events, including death, disability and a termination without cause or a termination for good reason following a change in control of the Company, and is based on the fair market value of the Company’s common stock on December 31, 2025, which was $102.07. |
Potential Payments Upon Termination of Employment or Change of Control
| (2) This amount includes the estimated cost for continued medical and dental insurance coverage. Additionally, Messrs. Sagliocca, Kornhaber and Bader are entitled to an amount equal to the cost of converting their Company-paid life insurance to an individual life insurance policy. |
Potential Payments Upon Termination of Employment or Change of Control
| (3) This amount is contingent upon Messrs. Sagliocca, Kornhaber, Bader or Korn providing 30-days’ notice of their intent to voluntarily terminate employment to the Company and/or Bank, and the Company and/or Bank electing to extend the executive’s employment for ninety (90) days. |
Potential Payments Upon Termination of Employment or Change of Control
| (4) If any payments or benefits provided to Messrs. Sagliocca, Kornhaber or Bader in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, the Company and/or the Bank will promptly pay or reimburse executive for such taxes, as well as any other federal, state or local taxes that result from the Company or Bank’s payment of such taxes. The amounts set forth in this table do not include the amount of any tax gross-up. |
Potential Payments Upon Termination of Employment or Change of Control
| (5) If any payments or benefits provided to Mr. Korn in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, such payments and benefits will be reduced so that no excise tax is payable, but only if this reduction results in a more favorable after-tax position for him. The amounts set forth in this table do not reflect this calculation. |
Chief Executive Officer – Pay Ratio Disclosure
Chief Executive Officer – Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information. For 2025:
Chief Executive Officer – Pay Ratio Disclosure
| ● | The median of the annual total compensation of all employees of our company (other than our CEO), was $173,214 and |
Chief Executive Officer – Pay Ratio Disclosure
| ● | The annual total compensation of Mr. Sagliocca, our CEO was $3,769,054. |
Chief Executive Officer – Pay Ratio Disclosure
Based on this information, the ratio for 2025 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 22 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO:
Chief Executive Officer – Pay Ratio Disclosure
| ● | The median employee was identified for 2025 based on the employee population on December 31, 2025, which consisted of all full-time, part-time, temporary, and seasonal employees employed on that date. |
Chief Executive Officer – Pay Ratio Disclosure
| ● | To identify the median employee of our population (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2025. |
Chief Executive Officer – Pay Ratio Disclosure
| ● | We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. |
Chief Executive Officer – Pay Ratio Disclosure
| ● | After identifying the median employee, we added together all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $173,214. |
Chief Executive Officer – Pay Ratio Disclosure
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table, which is also in accordance with the requirements of Item 402(c)(2)(x).
Pay Versus Performance
Pay Versus Performance Pay Versus Performance Table. In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following information regarding the relationship between executive compensation for our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (“Non-PEO NEOs”) and our financial performance for each of the past five years. The table below summarizes compensation values reported in our Summary Compensation Table, as well as adjusted values required for the 2021, 2022, 2023, 2024 and 2025 calendar years.
Pay Versus Performance
| | | | | Average | | | | | | | Summary | | Average Summary | Compensation | Value of Initial Fixed $100 | | | | | | Compensation | Compensation | Compensation Table | Actually Paid | Investment based on: | | | | | | Table Total | Actually Paid | for Non-PEO | to Non-PEO | | Peer Group | Net | Diluted | | Year | for PEO(1) ($) | to PEO(2)($) | NEOs (3) ($) | NEOs(4) ($) | TSR ($) | TSR ($) | Income ($) | EPS ($) | | 2025 | 3,769,054 | 6,982,361 | 1,675,372 | 2,716,890 | 532 | 168 | 50,821,757 | 5.87 | | 2024 | 1,841,533 | 6,198,456 | 1,277,154 | 3,477,786 | 414 | 130 | 43,657,527 | 5.14 | | 2023 | 3,076,900 | 4,065,937 | 1,904,431 | 2,400,180 | 260 | 98 | 41,010,649 | 4.91 | | 2022 | 2,533,985 | 4,168,117 | 1,505,643 | 2,322,709 | 225 | 103 | 28,518,378 | 3.47 | | 2021 | 2,244,563 | 3,645,142 | 1,332,946 | 2,033,235 | 164 | 135 | 17,925,228 | 2.26 |
Pay Versus Performance
| (1) The PEO for each year presented was Andrew C. Sagliocca. |
Pay Versus Performance
| (2) These amounts represent the exclusions and inclusions of certain amounts for the PEO as set forth in the table below. |
Pay Versus Performance
| (3) The Non-PEO NEOs for 2025 were Michael Lacapria, Ari P. Kornhaber, Eric S. Bader and Martin S. Korn. The Non-PEO NEOs for 2021, 2022, 2023, and 2024 were Ari P. Kornhaber and Eric S. Bader. |
Pay Versus Performance
| (4) These amounts represent the exclusions and inclusions of certain amounts for the Non-PEO NEOs as set forth in the table below. |
Pay Versus Performance
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Pay Versus Performance
| | Summary | | | | | | Compensation | | | Compensation | | | Table Total | Exclusion of Stock | Inclusion of Equity | Actually Paid | | Year | for PEO ($) | Awards for PEO ($) | Awards for PEO ($) | to PEO ($) | | 2025 | 3,769,054 | 1,501,283 | 4,714,590 | 6,982,361 | | 2024 | 1,841,533 | — | 4,356,923 | 6,198,456 | | 2023 | 3,076,900 | 1,304,640 | 2,293,677 | 4,065,937 | | 2022 | 2,533,985 | 1,057,500 | 2,691,632 | 4,168,117 | | 2021 | 2,244,563 | 945,168 | 2,345,747 | 3,645,142 | | | | | | Average | | | Average Summary | | | Compensation | | | Compensation Table | Average Exclusion of | Average Inclusion of | Actually Paid | | | for Non-PEO | Stock Awards for | Equity Awards for | to Non-PEO | | Year | NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | NEOs ($) | | 2025 | 1,675,372 | 552,058 | 1,593,576 | 2,716,890 | | 2024 | 1,277,154 | — | 2,200,632 | 3,477,786 | | 2023 | 1,904,431 | 688,560 | 1,184,309 | 2,400,180 | | 2022 | 1,505,643 | 528,750 | 1,345,816 | 2,322,709 | | 2021 | 1,332,946 | 472,584 | 1,172,873 | 2,033,235 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| | Year-End Fair | | Change in Fair | | | | Value of Equity | Change in Fair | Value from Last | | | | Awards Granted | Value from Last | Day of Prior Year | | | | During Year That | Day of Prior Year | to Vesting Date of | | | | Remained | to Last Day of | Unvested Equity | | | | Unvested as of | Year of Unvested | Awards that | Total - Inclusion of | | | Last Day of Year | Equity Awards for | Vested During | Equity Values for | | Year | for PEO ($) | PEO ($) | Year for PEO ($) | PEO ($) | | 2025 | 1,774,181 | 2,083,775 | 856,634 | 4,714,590 | | 2024 | — | 3,425,192 | 931,731 | 4,356,923 | | 2023 | 1,348,920 | 844,984 | 99,773 | 2,293,677 | | 2022 | 1,081,500 | 1,492,932 | 117,200 | 2,691,632 | | 2021 | 959,175 | 1,386,572 | — | 2,345,747 | | | Average Year-End Fair | | Average Change in Fair | | | | Value of Equity | Average Change in Fair | Value from Last | | | | Awards Granted | Value from Last | Day of Prior Year | | | | During Year That | Day of Prior Year | to Vesting Date of | | | | Remained | to Last Day of | Unvested Equity | Total - Average | | | Unvested as of | Year of Unvested | Awards that | Inclusion of | | | Last Day of Year | Equity Awards | Vested During | Equity Values | | | for Non-PEO | for Non-PEO | Year for Non-PEO | for Non-PEO | | Year | NEOs ($) | NEOs ($) | NEOs ($) | NEOs ($) | | 2025 | 634,104 | 692,154 | 267,318 | 1,593,576 | | 2024 | — | 1,734,766 | 465,866 | 2,200,632 | | 2023 | 711,930 | 422,495 | 49,884 | 1,184,309 | | 2022 | 540,750 | 746,466 | 58,600 | 1,345,816 | | 2021 | 479,588 | 693,285 | — | 1,172,873 |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures We believe the tables above demonstrate the alignment between the compensation actually paid to our NEOs and the Company’s performance measures. The following charts provide the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s total TSR, net income, and earnings per share over the five most recently completed fiscal years, and the KBW Bank Index TSR over the same period.
Director Compensation
Director Compensation The following table sets forth for the year ended December 31, 2025 certain information as to total compensation paid to non-employee directors. Mr. Sagliocca did not receive any additional compensation for service on our Board or Esquire Bank’s Board.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (3) | Option Awards ($)(2) | Total ($) | | Anthony Coelho | 198,500 | 195,038 | — | 393,538 | | Todd Deutsch | 63,000 | 79,991 | — | 142,991 | | Raymond Kelly | 68,000 | 79,991 | — | 147,991 | | Joseph Melohn (4) | 78,000 | 79,991 | — | 157,991 | | Robert J. Mitzman | 75,750 | 79,991 | — | 155,741 | | Rena Nigam | 68,750 | 79,991 | — | 148,741 | | Richard T. Powers | 95,750 | 79,991 | — | 175,741 | | Kevin C. Waterhouse | 71,500 | 79,991 | — | 151,491 | | Selig Zises (5) | 80,000 | 79,991 | — | 159,991 |
Director Compensation
| (1) These amounts represent restricted stock awards granted to certain directors in December 2025. The stock awards were granted on December 10, 2025 at a per share fair value of $106.23 as determined under ASC Topic 718. |
Director Compensation
| (2) At December 31, 2025, Directors Coelho, Deutsch, Kelly, Melohn, Mitzman, Nigam, Powers, Waterhouse and Zises held 20,000, 3,750, 0, 0, 0, 0, 1,500, 584, and 0 outstanding stock options, respectively. |
Director Compensation
| (3) At December 31, 2025, Directors Coelho, Deutsch, Kelly, Melohn, Mitzman, Nigam, Powers, Waterhouse and Zises held 18,042 6,253, 753, 4,436, 6,853, 1,780, 6,853, 5,186, and 6,853 unvested restricted stock awards, respectively. |
Director Compensation
| (4) Mr. Melohn resigned from the Board on January 28, 2026. |
Director Compensation
| (5) Mr. Zises resigned from the Board on March 31, 2026. |