Kevin Waterhouse
About Kevin Waterhouse
Kevin C. Waterhouse (age 57) is an independent director of Esquire Financial Holdings, Inc. (ESQ), serving since 2006 with a current term expiring in 2026. He is Vice President and Investment Advisor at L.M. Waterhouse & Company and previously served as First Vice President of Operations & Product Development at Waterhouse National Bank; he is a founding organizer of Esquire Bank, providing oversight and strategic perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L.M. Waterhouse & Company (RIA) | Vice President & Investment Advisor | Since 2002 | Investment advisory background applicable to board oversight |
| Waterhouse National Bank | First Vice President, Operations & Product Development | Not disclosed | Financial services operations expertise |
| Esquire Bank | Founding organizer | Not disclosed | Foundational knowledge and strategic input |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| L.M. Waterhouse & Company | Vice President & Investment Advisor | No disclosure of public listing | Registered investment advisory focus |
| Other public company boards | — | — | No other public company directorships disclosed in ESQ’s proxy |
Board Governance
- Independence: The Board determined all directors other than the CEO (Andrew Sagliocca) are independent under Nasdaq rules; Waterhouse is independent .
- Committee assignments:
- Corporate Governance & Nominating Committee: Chairman; met 5 times in 2024; committee purpose includes board composition, effectiveness, and governance guidelines .
- Audit Committee: Member; met 9 times in 2024; oversees financial reporting, auditor independence; chaired by Richard T. Powers (audit committee financial expert) .
- Board activity and attendance:
- Board held 8 meetings in 2024; no director attended fewer than 75% of board and applicable committee meetings .
- Nine directors attended the May 30, 2024 annual meeting of stockholders .
- Leadership: Non-executive Chairman (Anthony Coelho); CEO is Vice Chairman; independent committees and executive sessions practiced .
| Committee | Role | Meetings (2024) | Independence | Chair |
|---|---|---|---|---|
| Audit | Member | 9 | Yes | Richard T. Powers |
| Corporate Governance & Nominating | Chair | 5 | Yes | Kevin C. Waterhouse |
Fixed Compensation
| Component | Amount ($) | Date/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 75,000 | 2024 director cash compensation |
| Stock Awards | 80,024 | Annual director restricted stock award; granted Dec 3, 2024 at $77.92 per-share fair value (ASC 718) |
| Option Awards | 0 | No option awards in 2024 |
| Total | 155,024 | 2024 total non-employee director compensation |
- Program structure: Non-employee directors receive $50,000 annual cash retainer; additional cash retainers apply for committee chairs (e.g., Nominating & Corporate Governance Chair $10,000) and committee membership ($5,000 per committee); non-executive Board Chair receives additional cash and equity retainers; directors also receive annual restricted stock valued at $80,024 .
Performance Compensation
- Director equity awards are time-based restricted stock; the proxy discloses December 3, 2024 grant date and per-share fair value, but not director performance-conditioned metrics (PSUs are for executives) .
- Anti-hedging: Company policy prohibits directors from engaging in hedging or derivative transactions designed to offset declines in ESQ stock value .
| Metric | Value | As of | Notes |
|---|---|---|---|
| Unvested Restricted Stock (shares) | 4,767 | Dec 31, 2024 | Unvested RS held by Waterhouse |
| Stock Options Outstanding (count) | 584 | Dec 31, 2024 | Outstanding options held by Waterhouse |
| Equity grant date | Dec 3, 2024 | — | Director RS grant date |
| Per-share fair value | $77.92 | Dec 3, 2024 | ASC 718 fair value for director RS |
| Hedging policy | Prohibited | — | Anti-hedging in Insider Trading Policy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | ESQ proxy does not disclose other public company directorships for Waterhouse |
Expertise & Qualifications
- Financial services operations and advisory background from Waterhouse National Bank and L.M. Waterhouse & Company; founding organizer of Esquire Bank .
- Governance leadership as Chair of Corporate Governance & Nominating; experience contributes to board effectiveness, composition decisions, and governance guideline implementation .
Equity Ownership
| Ownership Metric | Value | Date |
|---|---|---|
| Total Beneficial Ownership (shares) | 150,183 | Mar 27, 2025 |
| Ownership (% of outstanding) | 1.8% | Mar 27, 2025 |
| Unvested Restricted Stock (shares) | 4,767 | Dec 31, 2024 |
| Options (exercisable) | 584 | Dec 31, 2024 |
| Shares pledged as collateral | None | Mar 27, 2025 (disclosure basis) |
- Anti-hedging: Directors prohibited from hedging ESQ securities .
- Section 16 compliance: No late filings attributed to Waterhouse; one instance for director Zises and one Form 5 for Kornhaber in 2024 .
Governance Assessment
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Strengths:
- Independent director with dual governance roles: Audit Committee member and Chair of Corporate Governance & Nominating; active committees (9 and 5 meetings respectively) indicate engagement .
- Solid ownership alignment: 150,183 shares (1.8%); unvested RS and small option balance; no pledging; anti-hedging policy in place .
- Attendance: Board and committees met frequently in 2024; no director fell below 75% attendance; annual meeting attendance strong (nine directors present) .
- Related-party discipline: As of Dec 31, 2024, no extensions of credit to insiders; policy ceased insider lending from April 29, 2021 .
-
Watch items / potential red flags:
- Long tenure (since 2006) can contribute to valuable institutional knowledge but warrants periodic independence assessment to avoid entrenchment risk .
- Company-level executive employment agreements include excise tax gross-up protections upon change-in-control (shareholder-unfriendly feature in broader governance context); while not specific to director compensation, it reflects governance stance requiring committee vigilance .
-
Overall signal:
- Waterhouse’s chair role in Corporate Governance & Nominating and Audit Committee membership, combined with meaningful ownership and prohibited hedging/pledging, supports investor confidence in board oversight and alignment, with long tenure requiring continued monitoring for best-practice independence .