Independent
Tenure on this board
11.4 yrs
4 nominees · 3 ballot items.
Election of four directors (one for a two‑year term and three for three‑year terms); ratification of Crowe LLP as independent registered public accounting firm for 2026; and a non‑binding advisory vote to approve executive compensation (Say‑on‑Pay).
Election of four directors—Todd Deutsch to serve a two‑year term, and Raymond Kelly, Robert J. Mitzman, and Kevin C. Waterhouse each to serve three‑year terms.
Ratify the appointment of Crowe LLP as Esquire Financial Holdings, Inc.'s independent registered public accounting firm for the year ending December 31, 2026.
Non‑binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (the Say‑on‑Pay advisory vote).
This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation for its Named Executive Officers as presented in the Compensation Discussion and Analysis and accompanying tables. Management is seeking approval to validate its pay-for-performance framework and to maintain alignment between executive incentives and long‑term stockholder value; the Compensation Committee emphasizes a mix of annual and long‑term incentives tied to financial metrics and strategic goals. Company-specific context includes strong 2025 financial results (net income of $50.8 million, diluted EPS of $5.87) and a 2025 AIP payout of 134% reflecting achievement of ROAA, diluted EPS, asset quality and strategic objectives, and an LTIP that uses PSUs tied to ROAA and EPS growth plus time‑based restricted stock. The Compensation Committee retained an independent consultant and uses a defined peer group for benchmarking; equity awards and incentive metrics are described in detail in the CD&A. The vote is advisory and not binding, but the Board and Compensation Committee state they will consider the outcome when reviewing future compensation policies. Management points to governance safeguards — independent Compensation Committee members, clawback policy, anti-hedging/pledging rules, stock ownership guidelines, and pay practices that avoid excessive perks or uncapped awards — as rationale for shareholder support. Given prior strong shareholder support (approximately 97% in 2025) and the Company’s explicit linkage of pay to multi-year performance measures, the Board argues a FOR vote affirms the Committee’s approach and helps sustain its current compensation design. The proposal raises typical governance considerations for investors assessing alignment, including the non-binding nature of the vote, the transparency of metrics and peer benchmarking, and potential sensitivity to payouts that materially deviate from realized long‑term shareholder returns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mawer Investment Management Ltd. | 8.39% | 725,214 | $78M |
| 2 | WASATCH ADVISORS LP | 3.98% | 344,046 | $37M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.61% | 311,823 | $34M |
| 4 | Copeland Capital Management, LLC | 3.53% | 304,647 | $33M |
| 5 | BlackRock, Inc. | 3.14% | 270,975 | $29M |
| 6 | BASSWOOD CAPITAL MANAGEMENT, L.L.C. | 3.11% | 268,727 | $29M |
| 7 | STATE STREET CORP | 3.08% | 266,274 | $29M |
| 8 | Ampfield Management, L.P. | 2.70% | 233,216 | $25M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.66% | 229,923 | $25M |
| 10 | BlackRock, Inc. | 2.51% | 216,552 | $23M |
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