Selig Zises
About Selig Zises
Independent director of Esquire Financial Holdings, Inc. (ESQ); age 83; on the Board since 2009 and a founding organizer of Esquire Bank. Retired investor; previously founder and CEO of Integrated Resources (1969–1988). Beneficial ownership: 188,097 ESQ shares (2.2% of outstanding), including 7,767 unvested restricted shares; no shares are pledged as collateral . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Resources | Founder & CEO | 1969–1988 | Led financial services company; brings financial sector perspective |
| Esquire Bank | Founding organizer | Not disclosed | Foundational knowledge of Bank’s strategic direction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed in ESQ proxy |
Board Governance
- Election/tenure: Nominated for a one-year term at the May 29, 2025 annual meeting; current term listed as expiring 2025 .
- Independence: Independent director; Board separates Chair (Anthony Coelho) and CEO roles .
- Committee assignments (holding company): Not listed on Audit (Powers, Coelho, Waterhouse), Compensation (Mitzman, Coelho, Deutsch), or Corporate Governance & Nominating (Waterhouse, Coelho, Mitzman) committees .
- Attendance: Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings; nine directors attended the May 30, 2024 annual meeting .
- Governance policies: Anti-hedging policy prohibiting hedging; executive clawback policy adopted under Dodd-Frank rules .
Fixed Compensation (Director)
| Component | 2024 Amount | Grant/Terms |
|---|---|---|
| Fees earned (cash) | $65,000 | Annual Board and committee retainers per policy; specific committee breakdown not disclosed |
| Director equity grant (RSAs) | $80,024 | Granted Dec 3, 2024; fair value $77.92/share under ASC 718 |
Policy reference: Base Board retainer $50,000; committee member additional $5,000 per committee; Chair retainers vary by committee; annual director equity RSAs valued at $80,024; non-executive Board Chair receives additional $125,000 cash and $115,010 RSAs .
Performance Compensation
Directors receive time-vested restricted stock awards (no disclosed performance metrics for director equity). For context on pay-for-performance oversight, the Compensation Committee ties executive annual incentives (AIP) to financial and strategic scorecards; 2024 metrics and outcomes:
| 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% |
| 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% | — | — | — | 100.0% | 100.0% | 25% |
| Total | 100.00% | — | — | — | — | — | 121% |
Comp Committee and consultant: Independent Compensation Committee (Mitzman, Coelho, Deutsch) engaged FW Cook; policies emphasize balanced short/long-term incentives and market-based peer benchmarking .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other current public boards or interlocks for Zises |
Expertise & Qualifications
- Deep financial services experience as former CEO of Integrated Resources; retired investor bringing capital markets perspective .
- Founding organizer of Esquire Bank; institutional knowledge of ESQ’s litigation finance niche and strategy .
- Independent director under Nasdaq rules .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 188,097 shares; 2.2% of 8,431,774 shares outstanding |
| Unvested RSAs | 7,767 shares included in beneficial ownership |
| Options outstanding | 0 options held as of Dec 31, 2024 |
| Pledged shares | None pledged by any director or executive officer |
| Anti-hedging | Hedging transactions prohibited for directors |
Insider Trades (Recent)
| Date | Action | Shares | Price | Value | Holdings After / Notes |
|---|---|---|---|---|---|
| Jul 31, 2025 | Sale (4 transactions) | 5,000 | $95.20–$95.675 | $476,924 | Indirect/direct holdings detailed; includes restricted stock vesting through Dec 15, 2027 |
| Apr 29, 2025 | Form 4 filed | n/a | n/a | n/a | SEC Form 4 filing for transactions on 04/29/2025 |
Note: ESQ disclosed one late Section 16 filing for director Zises in 2024 (Form 4 not filed timely) .
Governance Assessment
-
Positive signals: Independent status; meaningful stock ownership (2.2%) with no pledging; anti-hedging policy; strong Board-level attendance; clear separation of Chair/CEO; robust Comp Committee process and external consultant engagement .
-
Neutral/observations: Not serving on core holding company committees (Audit, Compensation, CG&Nominating), limiting direct committee influence; director equity grants are time-vested (not performance-based), standard for small-cap banks .
-
Potential red flags: One late Section 16 Form 4 in 2024 ; net insider selling activity in 2025 including Zises’ July sale—typically warrants monitoring for alignment versus liquidity/diversification motives .
-
Related-party/loans: No extensions of credit to directors/executives outstanding at Dec 31, 2024; Bank ceased making new loans to insiders as of Apr 29, 2021—reduces conflict risk .