Esquire Financial Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported):  October 30, 2024

 

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Esquire Financial Holdings, Inc.

(Exact name of the registrant as specified in its charter)

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(516) 535-2002

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

The Plan is in effect January 1, 2025 through December 31, 2025, and will continue to renew for successive one-year periods (each calendar year being a “Plan Year”) unless otherwise terminated or modified by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company.

Officers of the Company and other key employees as recommended by the Chief Executive Officer and approved by the Committee are eligible to participate in the Plan.  Each Participant will have an incentive award target, calculated as a percentage of base wages at the end of a Plan Year.  Award opportunities are approved by the Committee at the beginning of each Plan Year.  Performance measures may be financial or non-financial.  In no event shall a Participant receive payment under the Plan that exceeds a specified percentage of the Participant’s incentive target for the Plan Year, as approved by the Committee.

The Plan uses a “scorecard” structure consisting of financial and non-financial metrics as determined by the Committee from year to year, each of which metric may be weighted as determined by the Committee.  Each Plan Year, the Committee will establish performance targets for each category within each metric.  The threshold and maximum performance metrics will be a percentage and multiple of the target, respectively.  The Committee may, in its discretion, based on the recommendation of the CEO (for Participants other than the CEO) or in absence of such recommendation, increase or decrease any payments to which a Participant would otherwise be entitled.

Awards will be paid in cash no later than March 15^th following the end of the Plan year, which is December 31 of each year.  In the event of a Participant’s termination of employment during the Plan Year, no award will be paid.  However, if a Participant’s termination is due to death, disability or retirement, the Participant, or the Participant’s beneficiary, will be paid a pro-rated award.  All awards made under the Plan are subject to a clawback in the event the Company is required to restate its financial statements, and will be subject to any clawback policy adopted from time to time by the Company or as required by statute.

The foregoing description of the Annual Incentive Plan is qualified in its entirety by reference to the copy of the Plan that is included as Exhibit 10.1 to this Current Report and incorporated by reference into this Item 5.02.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.