Esquire Financial Holdings (ESQ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, to elect four directors, ratify Crowe LLP as auditor for 2026, and hold an advisory vote on executive compensation (Say-on-Pay).

• Net income for 2025 was $50.8 million ($5.87 per diluted share), up from $43.7 million ($5.14 per share) in 2024.

• Return on average assets was 2.43% and return on equity was 19.41% for 2025.

• Noninterest income reached $25.1 million, representing 17% of total revenue, driven by payment processing and ASP fee income.

• Strong efficiency ratio of 48.6% and solid credit metrics with nonperforming loans at $8.6 million.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for three-year terms and one for a two-year term.

• Ratification of Crowe LLP as independent auditor for 2026 is proposed.

• Advisory Say-on-Pay vote on executive compensation is included.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members, with staggered terms and a majority classified as independent under Nasdaq rules.

• Chairman and CEO roles are separated; Anthony Coelho is non-executive Chairman.

• Board committees include Audit, Compensation, and Corporate Governance/Nominating, all chaired by independent directors.

• Board held nine meetings in 2025; all directors attended at least 75% of meetings.