Gary Lax
About Gary Lax
Senior Vice President, Chief Legal Officer, and Corporate Secretary at Esquire Financial Holdings, Inc. (ESQ). As Corporate Secretary, he oversees board communications and governance mechanics (e.g., routing shareholder communications and managing proxy formalities) . The company’s proxy and 10-K do not disclose Mr. Lax’s age, education, or detailed biography; he is referenced by title and signature but is not listed among named executive officers or directors in the biographies/ownership tables . Company performance context during the latest period:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return – $100 Initial Investment (Index) | $227 | $264 | $257 |
| Net Income ($USD) | $28,518,378 | $41,010,649 | $43,657,527 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in ESQ filings for Mr. Lax | — | — | Company proxy references Lax only by title/signature, without biography |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in ESQ filings for Mr. Lax | — | — | No external directorships or roles disclosed |
Fixed Compensation
Not disclosed for Mr. Lax. ESQ’s filings name three NEOs (CEO, COO, EVP Corporate Development) and provide their cash compensation. Base salary context for 2024 (company executive program; not specific to Lax):
| Executive | 2024 Base Salary ($USD) |
|---|---|
| Andrew C. Sagliocca (CEO) | $725,000 |
| Eric S. Bader (COO) | $600,000 |
| Ari P. Kornhaber (EVP, Corp Dev) | $600,000 |
Company policies include an anti-hedging prohibition for directors, officers, and employees and a Dodd-Frank/Nasdaq-compliant clawback policy covering current/former executive officers for three prior fiscal years upon a restatement .
Performance Compensation
Not disclosed for Mr. Lax. ESQ’s Annual Incentive Plan (AIP) for executive officers ties payouts to financial and strategic scorecards; 2024 payouts were 121% of target for the disclosed NEOs .
| Metric | Weight | Threshold (50%) | 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% |
| NPA / 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 | 100.00% | — | — | — | — | — | 121% |
Long-Term Incentive Plan (LTIP) changes adopted for 2024 (awarded Jan 2025): 50% PSUs and 50% restricted stock awards (RSAs). RSAs vest one-third at years 3, 4, 5; PSUs measured on ROAA and Diluted EPS growth over 2 years with 0–150% earn-out, cliff vest at year 3 .
Equity Ownership & Alignment
Specific beneficial ownership for Mr. Lax is not disclosed; he is not listed among directors/executive officers in the ownership table . Company-level alignment and plan mechanics:
- No shares of common stock are pledged as collateral by any director or executive officer (company statement) .
- Anti-hedging policy prohibits hedging/derivative transactions designed to offset declines in ESQ equity; cashless option exercises are permitted .
- Clawback policy to recoup erroneously awarded incentive compensation from executive officers after a material restatement, covering the prior three completed fiscal years .
- Equity Incentive Plans (2019, 2021, 2024) authorize grants to officers, employees, directors, and service providers; standard forfeiture on termination for cause; full vesting/exercise upon death, disability, or certain change-in-control terminations unless otherwise provided .
| Plan | Authorized Shares | RSAs/RSUs Granted (Cumulative) | Options Outstanding | Shares Available/Remaining |
|---|---|---|---|---|
| 2019 Plan | 300,000; RSAs/RSUs cap 200,000 | RSAs granted: 200,000 | Options outstanding: 90,550 | Substantially all granted |
| 2021 Plan | 400,000; RSAs/RSUs cap 300,000 | RSAs granted: 291,184 | Options outstanding: 98,561 | Substantially all granted |
| 2024 Plan | 500,000; RSAs/RSUs cap 400,000 (3:1 reduction if exceeded) | RSAs: 19,474; RSUs: 19,474 | Options outstanding: 23,475 | 437,577 (assuming PSUs at target) |
Additional quarterly equity activity reflects fresh grants and growing unrecognized comp expense for restricted stock and PSUs (company-wide, not Lax-specific) .
Employment Terms
No employment agreement or severance terms are disclosed for Mr. Lax. ESQ discloses agreements for CEO, COO, and EVP Corporate Development with automatic daily extensions and defined severance/CoC economics:
- Severance (non-CoC): Cash equal to greater of remaining term base salary or 100% of base salary plus most recent annual bonus multiplied by the greater of remaining term years or one; 18 months COBRA coverage and lump-sum for post-COBRA medical/dental and life insurance conversion costs .
- Change-in-control: CEO at 2.99x average annual compensation; COO/EVP at 2.0x; same health/life benefits continuation; excise tax gross-up provided for excess parachute taxes and related taxes (shareholder-unfriendly) .
- Non-compete/non-solicit: One year covenant post-termination (non-CoC) .
Investment Implications
- Visibility gap on Lax: Lack of disclosure on pay mix, equity holdings, and contract terms limits assessment of his direct alignment and retention risk; he is referenced by title/signature but is not a named executive in compensation or ownership tables .
- Governance/controls positive: Anti-hedging and clawback policies reduce misalignment risk; plan-level vesting and forfeiture terms are standard and include change-in-control protection only upon qualifying terminations .
- Program signals mixed: Executive AIP/LTIP emphasize ROAA, EPS, asset quality, and supervisory ratings—robust pay-for-performance design . However, excise tax gross-up in CoC packages for named executives is a red flag for shareholder-friendliness .
- Monitoring: Given limited Lax-specific disclosures, monitor future proxies for any elevation to NEO status; track Section 16 filings and Form 4 activity for ownership trends/insider selling; company reported generally timely Section 16 compliance with only two late filings by others in 2024 .