Eric Bader
About Eric Bader
Eric S. Bader is Executive Vice President and Chief Operating Officer of Esquire Financial Holdings, Inc. (ESQ), serving as COO since 2018; previously Corporate Secretary (2008–2023), CFO (2009–2018), and Treasurer (2008) . He has over 20 years of financial services experience and held prior roles as Vice President at Goldman Sachs and Vice President and Investment Officer at North Fork Bank . Company performance in 2024 included net income of $43.7 million, diluted EPS of $5.14, ROAA of 2.57%, and ROAE of 20.14% , with three-year TSR reported at $257 (indexed to $100) and net income of $43,657,527 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Esquire Financial | Executive Vice President & Chief Operating Officer | Since 2018 | Leads execution of strategy, treasury, liquidity, ALM modeling, risk and compliance, and payment processing oversight |
| Esquire Financial | Chief Financial Officer | 2009–2018 | Built finance function and controls through growth period |
| Esquire Financial | Corporate Secretary | 2008–2023 | Governance, disclosure and board processes |
| Esquire Financial | Treasurer | 2008 | Treasury setup and initial cash management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Vice President | Not disclosed | Capital markets and financial expertise |
| North Fork Bank | Vice President & Investment Officer | Not disclosed | Banking operations and investment management |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $575,000 | $600,000 |
| Discretionary Bonus ($) | $500,000 | $0 |
| Annual Incentive Plan (AIP) Payout ($) | $0 | $527,000 |
| Target Bonus (% of Base) | Not disclosed | 72.5% |
| All Other Compensation ($) | $63,026 | $81,456 |
| Total ($) | $1,790,346 | $1,208,456 (cash-year view) |
| Equity Granted for 2024 Performance (granted Jan 2025) | $652,320 (Dec 2023 RSAs for 2023 performance) | $751,764 (RSAs + PSUs, Q1 2025) |
| 2024 Total including Jan 2025 Equity ($) | N/A | $1,960,220 |
Notes:
- 2024 AIP achieved 121% of target, driving the $527,000 payout; Bader’s AIP target was 72.5% of base .
- Employment agreement sets 2025 base salary at $625,000 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Scorecard
| Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | Actual | Payout | 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% | N/A | N/A | N/A | 100.0% | 100.0% | 25% |
| Total | 100% | — | — | — | — | — | 121% |
- Bader’s 2024 AIP payout: $527,000, 121% of target .
Long-Term Incentive Plan (LTIP) – Program Design and 2025 Grants
- Structure: 50% Performance Share Units (PSUs), 50% Restricted Stock Awards (RSAs); LTIP grant timing moved to January to align grants with full-year performance certification .
- 2024 LTIP grants were issued in January 2025 and will be disclosed in the 2026 proxy; RSAs vest over five years with one-third vesting after years three, four, and five; PSUs have a two-year performance period and vest at year three .
- PSU metrics and range: equally weighted ROAA and Diluted EPS growth; payout range 0%–150% subject to threshold goals .
- Bader’s total equity granted for 2024 performance in Q1 2025: $751,764 (mix of RSAs + PSUs) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 27, 2025)
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Eric S. Bader | 148,773 | 1.8% | Includes 62,328 unvested RSAs and 14,125 presently exercisable options |
- Outstanding shares: 8,431,774 .
- Anti-hedging: company policy prohibits hedging transactions by officers .
- Pledging: “No shares of common stock are pledged as collateral by a director or executive officer” .
Outstanding Equity Awards at Fiscal Year-End (12/31/2024)
| Instrument | Grant Date | Quantity | Terms |
|---|---|---|---|
| Stock Options | 9/1/2016 | 29,125 exercisable | Exercise price $12.50; expiration 9/1/2026 |
| RSAs | 12/19/2019 | 5,417 unvested | Vest over 6 years; one-third vesting commencing 12/19/2023 |
| RSAs | 12/16/2020 | 11,334 unvested | Vest over 6 years; one-third vesting commencing 12/16/2024 |
| RSAs | 12/9/2021 | 15,225 unvested | Vest over 6 years; one-third vesting commencing 12/9/2025 |
| RSAs | 12/19/2022 | 12,500 unvested | Vest over 6 years; one-third vesting commencing 12/19/2026 |
| RSAs | 12/15/2023 | 13,500 unvested | Vest over 6 years; one-third vesting commencing 12/15/2027 |
- Fair market value used in award table: $79.50 per share at 12/31/2024 .
Forward Vesting Timetable (inferred per award footnotes)
| Vest Start | Tranche | RSAs Vesting (Shares) |
|---|---|---|
| 12/19/2023 | Year 3/4/5 | 1,806 per year from 2019 grant (5,417 ÷ 3) |
| 12/16/2024 | Year 3/4/5 | 3,778 per year from 2020 grant (11,334 ÷ 3) |
| 12/9/2025 | Year 3/4/5 | 5,075 per year from 2021 grant (15,225 ÷ 3) |
| 12/19/2026 | Year 3/4/5 | 4,167 per year from 2022 grant (12,500 ÷ 3) |
| 12/15/2027 | Year 3/4/5 | 4,500 per year from 2023 grant (13,500 ÷ 3) |
Note: As of March 27, 2025, Bader’s presently exercisable options are 14,125 per the beneficial ownership table; the FY-end awards table showed 29,125 exercisable options as of 12/31/2024, indicating potential exercises or other changes in Q1 2025 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date and term | Employment agreement dated October 1, 2015; initial two-year term; daily automatic extensions; if non-extended, expires 24 months after notice |
| 2025 Base salary | $625,000 |
| Equity floor | If equity awards are granted in a calendar year, Bader to receive no less than 50% of the total number of such awards granted to the CEO |
| Severance (no Change in Control) | If terminated without cause or resigns for “good reason”: cash severance equal to the greater of remaining term base salary or 100% of base salary, plus the most recent annual bonus multiplied by the greater of remaining term (years) or one; 18 months paid medical/dental coverage (COBRA) plus lump sum for post-COBRA coverage and life insurance conversion expense |
| Change-in-control economics | If terminated within 24 months post-CoC (without cause) or resigns for good reason, or terminates for any reason within 12 months: cash payment equal to 2.0x average annual compensation over past five years, paid within 30 days; continuation of health coverage and lump sum for post-COBRA coverage and life insurance conversion |
| Tax gross-up | Company will reimburse excise and related taxes if payments trigger “excess parachute” excise tax under 280G (shareholder-unfriendly) |
| Non-compete / non-solicit | One-year non-compete and non-solicit post-termination (except disability or change in control termination) |
| Perquisites | Monthly automobile allowance; life insurance equal to at least 2x average base + bonus for prior two full years |
| Clawback | Dodd-Frank compliant clawback covering erroneously awarded incentive compensation for three completed fiscal years preceding a restatement, applicable to current/former executive officers |
| Insider trading | Policy governing trading; anti-hedging prohibited; current year noted late filings involved others, not Bader |
Governance, Policies, and Peer Benchmarking
- Compensation Committee composition (independent), use of FW Cook as independent consultant for benchmarking, and peer group methodology disclosed; peer list includes regional banks/payment firms (e.g., Coastal Financial, Cantaloupe, Cass Information Systems) .
- Anti-hedging policy in effect; no executive pledging of shares disclosed .
- No insider loans; as of 12/31/2024, extensions of credit to directors/executives totaled $0; policy ceased new insider lending in 2021 .
Risk Indicators & Red Flags
- Tax gross-up for golden parachutes under change-in-control is a governance red flag that can negatively influence Say-on-Pay support at some investors .
- Options are deeply in-the-money (exercise price $12.50 vs $79.50 reference value at 12/31/24), which can create monetization incentives around exercises/10b5-1 plans; however, anti-hedging is in place and no pledging is disclosed .
- Section 16 compliance: Company reported one late Form 4 (director Zises) and one late Form 5 (Mr. Kornhaber), none specified for Bader .
Investment Implications
- Pay-for-performance alignment: AIP tied to ROAA, EPS, asset quality, supervisory rating, and strategic goals produced a 121% payout for 2024 on strong results (ROAA 2.57%, EPS $5.14), supporting alignment of annual cash incentives with key value drivers .
- Equity mix shift: LTIP 50% PSUs/50% RSAs with PSU metrics (ROAA and EPS growth) and three-year vesting enhances long-term alignment and reduces short-termism; significant scheduled RSA vesting from 2025–2029 provides visibility into future potential selling pressure windows as tranches vest .
- Retention risk mitigants: Daily auto-renew extending terms, meaningful severance, and 2.0x change-in-control multiple for Bader, plus equity award floors tied to CEO awards, strengthen retention but raise potential cost in transitions; tax gross-up is a negative governance feature .
- Trading signals: Upcoming RSA vesting tranches and in-the-money options introduce periodic liquidity events; anti-hedging and no pledging reduce alignment risk; monitor for 10b5-1 plan adoptions and Form 4s around vest dates and option exercises to gauge insider selling pressure .
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