Esquire Financial Holdings (ESQ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, to elect three directors, ratify Crowe LLP as auditor for 2025, and hold an advisory vote on executive compensation (Say-on-Pay).

• Board unanimously recommends voting FOR all proposals and nominees.

• Shareholders of record as of March 27, 2025, are entitled to vote; quorum requires a majority of outstanding shares.

• Proxy materials, including the 2024 Annual Report, are available online.

Voting matters and shareholder proposals

• Proposals include: (1) election of one director for three years and two for one year, (2) ratification of Crowe LLP as independent auditor for 2025, (3) advisory Say-on-Pay vote.

• Board recommends voting FOR all director nominees, auditor ratification, and Say-on-Pay.

• Shareholder proposals for the 2026 meeting must be received by December 31, 2025, for proxy inclusion.

• Advance notice required for other business or nominations at the 2026 meeting.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes; majority are independent under Nasdaq rules.

• Board leadership is separated between a non-executive Chairman and the CEO.

• Standing committees: Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• Directors are expected to attend annual meetings; all attended in 2024.

• Board held eight meetings in 2024; all directors attended at least 75% of meetings.