Andrew Sagliocca
About Andrew C. Sagliocca
Andrew C. Sagliocca is Vice Chairman, Chief Executive Officer, and President of Esquire Financial Holdings, Inc. and Esquire Bank; he has served as CEO since January 2009, was CFO starting in February 2007, and was appointed Vice Chairman in 2023, bringing over 35 years of financial services experience, including senior financial officer roles at North Fork Bank and manager in KPMG’s Financial Services Group . He is 57 years old as of April 1, 2025 and has been a director since 2008; he is not independent under Nasdaq rules due to his executive role . Pay-versus-performance disclosure shows three-year alignment and improving financials: total shareholder return on a $100 investment rose to $257 in 2024 while Net Income increased to $43.7 million (from $28.5 million in 2022), and Compensation Actually Paid to the CEO varied with equity values and performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Esquire Bank / Esquire Financial | Chief Financial Officer | 2007–2008 | Established finance leadership ahead of growth and eventual transition to CEO . |
| North Fork Bank | Senior Financial Officer | 13 years (prior to 2007) | Deep banking operations and finance expertise supporting later CEO effectiveness . |
| KPMG LLP (Financial Services Group) | Manager | Prior to North Fork tenure | Audit and advisory grounding in financial institutions, enhancing risk and reporting acumen . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| North Fork Bank | Senior Financial Officer | 13 years | Operated across banking finance functions, strengthening execution capabilities . |
| KPMG LLP | Manager, Financial Services Group | Not disclosed | Technical accounting/audit foundation for robust governance and controls . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 700,000 | Legacy program with discretionary cash bonus paid in 2023 . |
| 2024 | 725,000 | AIP introduced with objective scorecard; no stock awards recorded in 2024 SCT due to LTIP timing shift . |
| 2025 | 825,000 | Per employment agreement; reviewed annually and cannot be decreased . |
- All other compensation in 2024 totaled $106,533 (benefits and perquisites such as medical, dental, vision, disability, life, AD&D, car allowance) .
- CEO does not receive additional compensation for Board service .
Performance Compensation
Annual Incentive Plan (AIP) – Structure, Targets, and 2024 Payout
| Metric | Weight | Threshold (50% payout) | Target (100%) | Max (150%) | Actual | Metric Achievement | Weighted Achievement |
|---|---|---|---|---|---|---|---|
| Return on Avg Assets (ROAA) | 18.75% | 2.21% | 2.45% | 2.70% | 2.57% | 124.5% | 23% |
| Diluted EPS | 18.75% | $4.70 | $4.95 | $5.20 | $5.14 | 138.4% | 26% |
| Non-Performing Assets / Total Assets | 18.75% | 0.90% | 0.75% | 0.60% | 0.58% | 150.0% | 28% |
| Supervisory Rating | 18.75% | 3 | 2 | 1 | 2 | 100.0% | 19% |
| Strategic Goals | 25.00% | — | — | — | 100.0% | 100.0% | 25% |
| Total | 100% | — | — | — | — | — | 121% |
| Executive | 2024 Base ($) | Target Bonus (% of Base) | Target ($) | Payout (% of Target) | Actual ($) |
|---|---|---|---|---|---|
| Andrew C. Sagliocca | 725,000 | 115.0% | 833,750 | 121% | 1,010,000 |
- 2024 AIP scorecard weighting: 75% financial metrics and 25% strategic priorities; payout range 0–150% subject to threshold attainment .
- Target bonus opportunity for CEO in 2024 was 115% of base salary; actual payout was 121% of target .
Long-Term Incentive Plan (LTIP) – Program Design and 2024/2025 Grants
- 2024 LTIP shifted grant timing from December to January to assess full-year performance; mix is 50% PSUs and 50% restricted stock awards (RSAs) .
- RSAs vest over five years, one-third vesting in years three, four, and five from grant .
- PSUs are earned over a two-year performance period on equally weighted ROAA and Diluted EPS growth metrics; PSUs vest on the three-year anniversary, with payout range 0–150% and thresholds required for any payout .
- In Q1 2025, the CEO received RSAs and PSUs totaling $1,501,283 in recognition of 2024 performance (to be disclosed in the 2026 proxy), with similar awards for other NEOs .
Equity Ownership & Alignment
Beneficial Ownership and Structure
| Holder | Shares Beneficially Owned | % of Outstanding | Components |
|---|---|---|---|
| Andrew C. Sagliocca | 310,668 | 3.7% (8,431,774 shares outstanding) | Includes 124,642 unvested restricted stock and 29,250 presently exercisable options . |
- No shares of common stock are pledged as collateral by any director or executive officer; Company policy prohibits hedging transactions by insiders .
- Anti-hedging policy applies across directors, officers, and employees; cashless option exercises are not deemed short sales .
Outstanding Equity Awards (as of December 31, 2024)
| Instrument | Grant Date | Quantity | Exercise/Value Basis | Key Dates / Vesting |
|---|---|---|---|---|
| Stock Options | 9/1/2016 | 58,250 | $12.50 strike; expires 9/1/2026 | Fully vested; exercisable now . |
| RSAs | 12/19/2019 | 10,834 | FMV $79.50 used for table | Vest over six years, one-third commencing 12/19/2023 . |
| RSAs | 12/16/2020 | 22,667 | FMV $79.50 | Vest over six years, one-third commencing 12/16/2024 . |
| RSAs | 12/9/2021 | 30,450 | FMV $79.50 | Vest over six years, one-third commencing 12/9/2025 . |
| RSAs | 12/19/2022 | 25,000 | FMV $79.50 | Vest over six years, one-third commencing 12/19/2026 . |
| RSAs | 12/15/2023 | 27,000 | FMV $79.50 | Vest over six years, one-third commencing 12/15/2027 . |
- Market value basis in the table uses $79.50 per share as of 12/31/2024 .
- In-the-money value of the 9/1/2016 option block at 12/31/2024 is approximately $3.90 million, calculated as (79.50 − 12.50) × 58,250 = $3,902,750 (inputs: price and strike from ).
- As of 3/27/2025, Andrew had 29,250 presently exercisable options and 124,642 unvested restricted shares reflected in beneficial ownership .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement structure | CEO agreement dated Oct 1, 2015 with initial 3-year term; daily automatic extensions unless non-extension notice, after which it runs 36 months . |
| 2025 Base salary | $825,000; annually reviewed, may be increased but not decreased . |
| Equity participation minimums | CEO receives no less than the greater of 12.5% of total annual award type grants or 50% of the total number granted to the Executive Chairman; COOs/Corp Dev receive ≥50% of CEO’s award count . |
| Benefits/perquisites | Monthly automobile allowance; life insurance equal to at least 3× average base salary and prior two-year bonus for CEO . |
| Severance (non-COC) | If terminated without cause or resigns for good reason, cash severance equals the greater of salary for remaining term or 100% of base salary, plus most recent annual bonus times the greater of remaining full/partial years or one; 18 months COBRA at no cost; lump sum for post-COBRA medical/dental plus life insurance conversion expense . |
| Change in control | If within 24 months post-COC involuntary termination (not for cause) or resignation for good reason, or resignation for any reason within 12 months, CEO receives 2.99× average annual compensation over last five years; similar health/life benefits; Company pays/reimburses excise taxes and related taxes (gross-up) if excess parachute applies . |
| Restrictive covenants | One-year non-compete and non-solicit (employees/customers/vendors) post-termination (except disability or change in control); non-disparagement and confidentiality obligations . |
- Clawback policy adopted per Nasdaq/SEC rules: recoupment of erroneously awarded incentive compensation over prior three fiscal years following a required restatement .
- Insider trading policy maintained and filed with 2024 Form 10-K exhibits .
- Equity plan treatment: post-COC involuntary termination triggers full vesting of options/RSAs/RSUs under 2019/2021/2024 plans unless award agreements specify otherwise .
Board Governance
- Board structure: non-executive Chairman (Anthony Coelho); CEO serves as Vice Chairman; roles of Chairman and CEO are separated, with intention to maintain separation .
- Independence: all directors except Mr. Sagliocca are independent under Nasdaq rules; independent committees oversee key functions .
- Committees: Audit (Chair: Richard Powers; members: Coelho, Waterhouse) ; Compensation (Chair: Robert Mitzman; members: Coelho, Deutsch) ; Corporate Governance & Nominating (Chair: Kevin Waterhouse; members: Coelho, Mitzman) .
- Meetings: Board held eight meetings in 2024; no director attended fewer than 75% of Board and committee meetings; nine directors attended the May 30, 2024 Annual Meeting .
- Director pay: CEO receives no additional director compensation .
Compensation Committee Analysis
- The Compensation Committee (all independent) sets CEO/NEO pay, overseeing alignment with shareholder value; no executive officer participates in decisions about his own pay .
- FW Cook engaged as independent compensation consultant in 2024; Compensation Committee concluded FW Cook had no conflicts of interest .
- Peer group used for 2024 benchmarking included banks/payment firms such as Northeast Bank, Medallion Financial, First Business Financial Services, and others; Committee does not target specific percentiles, considering broader performance and succession/retention factors .
Pay Versus Performance (Company-level context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Compensation Actually Paid ($) | 4,168,117 | 4,065,937 | 6,198,456 |
| Avg Non-CEO NEO Compensation Actually Paid ($) | 2,322,709 | 2,400,180 | 3,477,786 |
| Total Shareholder Return ($100 investment) | 227 | 264 | 257 |
| Net Income ($) | 28,518,378 | 41,010,649 | 43,657,527 |
Director Compensation (for Board service)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Anthony Coelho (Chair) | 207,000 | 195,034 | 402,034 |
| Other non-employee directors (examples) | 55,000–75,000 | 80,024 | 135,024–155,024 |
- Annual director retainers: $50,000; committee chair retainers range $10,000–$15,000; non-executive Board Chair receives $125,000 cash and $115,010 RS award annually; committee member stipend $5,000 each .
- Unvested RS for directors and outstanding options noted; CEO does not receive director compensation .
Risk Indicators & Red Flags
- Change-in-control protections include a “walkaway” feature (resignation for any reason within 12 months) and a 2.99× CEO cash multiple with excise tax gross-up—shareholder-unfriendly features that can inflate parachute costs .
- Minimum equity allocation guarantees for CEO relative to company-wide grants may drive dilution if awards are large in aggregate .
- Positive mitigants: no pledging by insiders and a strict anti-hedging policy; independent committees and separation of Chair/CEO roles .
Equity Ownership & Alignment – Detailed Breakdown (as of 3/27/2025)
| Category | Shares / Units |
|---|---|
| Unvested restricted stock | 124,642 |
| Presently exercisable options | 29,250 |
| Remaining beneficial shares (direct/indirect) | 156,776 (310,668 − 124,642 − 29,250) |
| Total beneficial ownership | 310,668 (3.7% of 8,431,774 outstanding) |
Board Service History and Dual-Role Implications
- Board service: Director since 2008; Vice Chairman since 2023; CEO and President since 2009 .
- Committee roles: None; committees comprised of independent directors; CEO is not independent under Nasdaq rules .
- Dual-role considerations: Board maintains separate non-executive Chair, reducing consolidation of power; independent directors meet in executive sessions and oversee risk via committees, which helps mitigate independence concerns surrounding the CEO serving as Vice Chairman .
Investment Implications
- Pay-for-performance alignment strengthened: the 2024 AIP is rigorously scorecarded (ROAA, EPS, credit quality, supervisory rating), yielding a 121% payout in a year of higher net income; LTIP shifted to PSUs tied to ROAA and EPS growth with multi-year vesting, increasing long-term alignment .
- Potential near-term selling pressure: deep in-the-money 2016 options expiring 9/1/2026 and staged RSA vesting beginning annually from 2023–2027 can drive exercises and sales around windows; as of 12/31/2024, the 2016 option block had ~$3.9 million intrinsic value at $79.50, though actual timing will depend on trading windows and tax planning .
- Governance risk flags: single-trigger element (resignation for any reason within 12 months post-COC), 2.99× cash multiple, and excise tax gross-up elevate parachute costs; equity allocation minima in employment agreement can amplify dilution if aggregate grants are large .
- Alignment positives: 3.7% personal ownership, no pledging, anti-hedging policy, independent Compensation Committee using an external consultant and a relevant peer set, and separation of Chair/CEO roles—collectively supportive of shareholder alignment and oversight .