Joseph Melohn
About Joseph Melohn
Independent director of Esquire Financial Holdings, Inc. (ESQ); age 38 as of April 1, 2025; on the board since 2022 with current term expiring in 2026. Background: private investor and entrepreneur; President of The Expansion Group Inc. and Expansion VC, managing family office investments and a real estate portfolio, with investments across technology, energy, and consumer sectors and experience with asset-based lending funds . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Expansion Group Inc. | President | Since 2006 | Manages real estate portfolio and family office investments |
| Expansion VC | President | Since 2006 | Venture capital investing in early/growth stage companies; technology, energy, consumer; asset-based lending exposure |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| — | — | Public company board | No other public company directorships disclosed in proxy |
Board Governance
- Position: Director (continuing director; term expires 2026)
- Independence: Independent (all directors except CEO are independent)
- Committees: Not listed as a member of Audit (Powers, Coelho, Waterhouse), Compensation (Mitzman, Coelho, Deutsch), or Corporate Governance & Nominating (Waterhouse, Coelho, Mitzman)
- Attendance: Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings; nine directors attended the 2024 Annual Meeting
- Board leadership: Non-executive Chairman (Coelho); CEO role separated from Chair
| Governance Item | Status | Citation |
|---|---|---|
| Director since | 2022 | |
| Term expiration | 2026 | |
| Age | 38 (as of Apr 1, 2025) | |
| Independence | Independent | |
| Audit Committee | Not a member | |
| Compensation Committee | Not a member | |
| Nominating & Corporate Governance Committee | Not a member | |
| 2024 Board meetings | 8 total; ≥75% attendance for all directors | |
| 2024 Annual Meeting attendance | Nine directors attended |
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant ($) | Option Awards ($) | Total ($) | Grant Date |
|---|---|---|---|---|---|
| 2024 | 60,000 | 80,024 | 0 | 140,024 | Dec 3, 2024 |
Director fee schedule context: standard annual cash retainer $50,000; additional retainers for committee chairs and members; each non-employee director receives an annual restricted stock award (typical value $80,024). Joseph’s cash fees in 2024 totaled $60,000 and equity grant was $80,024 .
Performance Compensation
| Award Type | Grant Date | Fair Value per Share ($) | Unvested at 12/31/2024 (shares) |
|---|---|---|---|
| Restricted Stock Award | Dec 3, 2024 | 77.92 | 3,683 |
No director-specific performance metrics (e.g., PSU hurdles) are disclosed for non-employee director equity; awards are restricted stock, time-based under the equity incentive plans .
Other Directorships & Interlocks
| Company | Relationship to ESQ | Notes |
|---|---|---|
| — | — | No related-party transactions with Joseph disclosed; aggregate loans to insiders were $0 at 12/31/2024; related-party transactions require Corporate Governance & Nominating Committee review |
Expertise & Qualifications
- Private investor and entrepreneur; venture capital and family office leadership since 2006 .
- Sector exposure: technology, energy, consumer marketplace, and asset-based lending funds—useful for fintech/data-driven banking contexts .
- Board brings “financial and business experience” and insight into technology and banking industry per Company’s assessment .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Outstanding | Unvested Restricted Shares | Options Outstanding | Pledged Shares |
|---|---|---|---|---|---|
| Mar 27, 2025 | 169,326 | 2.0% | 3,683 | 0 | None |
| Citations: beneficial shares and % ; unvested restricted shares ; options and unvested counts ; Company states no director/executive has pledged shares . |
Governance Assessment
- Alignment: Material ownership (2.0%) and annual equity grants create skin-in-the-game; no pledging permitted and anti-hedging policy in place, supporting shareholder alignment .
- Independence and engagement: Independent director; the Company reports all directors met ≥75% attendance thresholds; Board uses executive sessions of independent directors—supports effective oversight .
- Committees: Not seated on the three key standing committees at the holding company level (Audit, Compensation, Nominating); this limits direct influence on audit and pay oversight, but committee composition remains fully independent .
- Conflicts/related party: No loans or related-party transactions disclosed with insiders at year-end; robust related-party review framework and cessation of new insider lending since 2021—low conflict risk .
- Pay structure: Director pay is modest and standard (cash retainer plus time-based restricted stock); no indication of performance-linked director awards or unusual guarantees—no pay anomalies noted .
Red Flags
- None identified in proxy disclosures specific to Joseph: no pledging, no related-party dealings, and compliance issues were noted for other insiders (late filings by Zises and Kornhaber), not Joseph .
Additional Context
- Company-wide governance practices include a Dodd-Frank compliant clawback policy (exec-focused), anti-hedging policy, and independent compensation consultant for executive pay; these indicate broader governance rigor, though not directly tied to director compensation structures .