Richard Powers
About Richard T. Powers
Independent director and founding organizer of Esquire Bank; age 77; director since 2006 with current term expiring 2027. Former President & CEO of Esquire Bank (2005–2008), with prior senior operating roles at Fiserv CBS, Waterhouse National Bank, and North Fork Bank. Owner of RT Powers & Associates since 2009; recognized as expert witness in banking technology patent matters. The Board classifies him as independent under Nasdaq rules; the Chair and CEO roles are separated at ESQ, with Anthony Coelho as non-executive Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Esquire Bank, National Association | President & Chief Executive Officer | 2005–2008 | Founding organizer; led pre-opening stage through 2008 |
| Fiserv CBS | President, U.S. Direct Services | Prior to ESQ | Senior operating leadership in financial services technology |
| Waterhouse National Bank | President & Chief Operating Officer | Not disclosed | Led bank operations; deep brokerage/banking ops experience |
| North Fork Bank | Executive Vice President & Chief Operations Officer | Not disclosed | Executive operating leadership at regional bank |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| RT Powers & Associates | Owner | Since 2009 | Banking/financial services consultancy; expert witness for banking technology patent infringement |
| Other public company boards | Not disclosed | N/A | ESQ’s proxy does not list other current public company directorships for Mr. Powers |
Board Governance
- Audit Committee Chair; designated “audit committee financial expert” by the Board; committee members are independent (Powers, Coelho, Waterhouse). Audit Committee met nine times in 2024.
- Board independence: all directors except the CEO (Andrew Sagliocca) are independent under Nasdaq rules.
- Board meetings: eight in 2024; no director attended fewer than 75% of Board and assigned committee meetings.
- Executive sessions: independent directors regularly meet in executive sessions.
- Annual meeting engagement: nine directors attended the May 30, 2024 Annual Meeting.
- Board structure: non-executive Chair (Anthony Coelho) and separate CEO/Vice Chair (Andrew Sagliocca).
Fixed Compensation
Director fee schedule (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (non-employee directors) | $50,000 | Per director per year |
| Audit Committee Chair retainer | $15,000 | Additional to annual retainer |
| Committee Chair retainers (other committees) | $10,000–$15,000 | Comp: $12k; Nominating: $10k; Loan: $15k; Strategic: $12k; Technology: $10k |
| Committee member retainer | $5,000 per committee | Applies to each committee membership |
| Annual director equity grant (restricted stock) | $80,024 | Granted December 3, 2024 at $77.92/share fair value; director-specific share counts not disclosed |
2024 non-employee director compensation – Richard T. Powers:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $70,000 |
| Stock Awards | $80,024 |
| Option Awards | $0 |
| Total | $150,024 |
Additional detail:
- At Dec 31, 2024, Powers held 3,000 outstanding stock options; and 7,767 unvested restricted stock awards.
Performance Compensation
Director compensation at ESQ is not tied to explicit performance metrics; annual director equity is time-based restricted stock (not PSU/metric-based).
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | N/A | N/A | ESQ’s proxy does not list other current public company directorships for Mr. Powers |
Expertise & Qualifications
- Designated audit committee financial expert; extensive ability to analyze/evaluate financial statements and audit oversight.
- 40+ years in financial services across banking and brokerage; senior operating roles at Waterhouse and North Fork; technology and operations experience via Fiserv CBS; founding organizer leadership at Esquire Bank.
- Independent director; supports separated Chair/CEO governance structure.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 60,497 | |
| Ownership as % of shares outstanding | Less than 1% (asterisked) | |
| Unvested restricted stock | 7,767 shares | |
| Options – outstanding | 3,000 | |
| Options – presently exercisable | 1,500 | |
| Shares pledged as collateral | None (company-wide for directors/executives) | |
| Anti-hedging policy | Hedging/derivative transactions prohibited for directors/officers/employees |
Governance Assessment
- Strengths: Independent Audit Chair and “financial expert” designation; nine Audit Committee meetings in 2024 indicate active oversight; strong independence across Board; separated Chair/CEO roles; anti-hedging policy; no insider loans (aggregate extensions of credit to insiders were $0; Bank ceased new insider lending as a policy in 2021).
- Alignment: Meaningful personal ownership (60,497 shares) with additional unvested equity; no pledging of shares; annual director equity grants support ownership alignment.
- Engagement: Met ≥75% attendance thresholds; broad director attendance at annual meeting.
- Compensation quality: Director pay mix is balanced between cash ($70k) and time-based equity ($80,024); committee chair/membership retainers are transparent; no director performance-based payouts that could bias oversight.
- RED FLAGS (Company-level context): Executive change-in-control arrangements include excise tax gross-ups, a shareholder-unfriendly provision; while not directly tied to director compensation, it is a governance risk signal for the broader compensation program.
- Compliance: No delinquent Section 16 filings noted for Mr. Powers; isolated late filings were disclosed for another director and one executive.
Overall, Richard T. Powers presents as a deeply experienced, independent Audit Chair with strong financial oversight credentials and solid ownership alignment, with limited conflict risks identified in ESQ disclosures. The primary governance caution resides at the company level (executive CIC gross-ups), not in Powers-specific compensation or conduct.