Todd Deutsch
About Todd Deutsch
Independent director of Esquire Financial Holdings, Inc. (ESQ); age 52 as of April 1, 2025; on the Board since 2015; nominated in 2025 for a one-year term. Background includes 20 years as a trader at Goldman Sachs and various hedge funds, Portfolio Manager/Principal at Bascom Hill Partners (2009–2012), and a private investor managing his family office since 2012, bringing deep capital markets and investing experience to the Board. The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs and various hedge funds | Trader | ~20 years (prior to 2009) | Provides extensive financial and trading acumen to Board oversight |
| Bascom Hill Partners | Portfolio Manager/Principal | 2009–2012 | Wealth management perspective and risk oversight insight |
| Esquire Financial Holdings/Esquire Bank | Director | 2015–present | Independent director contributing financial and business expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Family Office | Private Investor/Manager | 2012–present | Ongoing investing and entrepreneurship; no other public company directorships disclosed |
Board Governance
- Independence: Board determined all directors except the CEO (Andrew C. Sagliocca) are independent; Deutsch is independent.
- Committee assignments: Compensation Committee member (Chair: Robert J. Mitzman; members: Anthony Coelho, Todd Deutsch); Audit Committee and Corporate Governance & Nominating Committee do not list Deutsch as a member.
- Meeting cadence and attendance: Board met eight times in 2024; no director attended fewer than 75% of Board and applicable committee meetings. Nine directors attended the 2024 Annual Meeting.
- Leadership structure: Non-executive Chairman (Anthony Coelho); CEO/Vice Chairman roles separated; no Lead Independent Director disclosed. Independent directors meet in executive sessions.
Committee Snapshot (2024)
| Committee | Role | Independence Status | Meetings (2024) |
|---|---|---|---|
| Compensation | Member | All members independent | 4 |
| Audit | Not a member | All members independent | 9 |
| Corporate Governance & Nominating | Not a member | All members independent | 5 |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee membership retainer | $5,000 per committee | Paid for each committee membership |
| Cash fees actually earned (Deutsch) | $65,000 | Reflects base plus committee membership fees |
| Equity award (annual) | $80,024 | Restricted stock award value for 2024 |
| Total (Deutsch) | $145,024 | Cash plus equity value |
Director Retainer Schedule (Reference)
| Role | Cash Retainer |
|---|---|
| Audit Committee Chair | $15,000 |
| Compensation Committee Chair | $12,000 |
| Nominating & Corporate Governance Chair | $10,000 |
| Loan Committee Chair | $15,000 |
| Strategic Committee Chair | $12,000 |
| Technology Committee Chair | $10,000 |
| Non-Executive Board Chair | $125,000 cash + $115,010 restricted stock |
Performance Compensation (Equity Detail)
| Grant Date | Instrument | Grant Value | Per-Share Fair Value | Vesting |
|---|---|---|---|---|
| Dec 3, 2024 | Restricted Stock Award | $80,024 | $77.92 per share (ASC 718) | Director-specific vesting terms not disclosed; RS awards under plans may time- or performance-vest |
Note: No director options granted in 2024; Deutsch holds outstanding options (see Equity Ownership).
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography does not list other public company boards for Deutsch. |
Expertise & Qualifications
- Capital markets and trading experience from Goldman Sachs and hedge funds; portfolio management background; private investor/entrepreneur.
- Provides “extensive financial and business experience” and insight into managing/overseeing a business.
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 77,783 | |
| Ownership as % of shares outstanding | <1% (star denotes less than 1%) | |
| Unvested restricted stock (included in above) | 6,367 | |
| Options outstanding (exercisable) | 23,750 | |
| Shares pledged as collateral | None; no director/executive shares pledged | |
| Anti-hedging policy | Hedging prohibited for directors, officers, employees |
Insider Filings & Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filing timeliness (2024) | No late filings disclosed for Deutsch | Company noted one late Form 4 (Zises) and one late Form 5 (Kornhaber); no issues cited for Deutsch. |
Related Party Transactions & Conflicts
- Banking relationships with insiders conducted on market terms; as of Dec 31, 2024, extensions of credit and unfunded commitments to directors/executives/5% holders totaled $0. Esquire Bank ceased new loans/credit extensions to insiders effective April 29, 2021.
- Related party transactions above $120,000 require review/approval by Corporate Governance & Nominating Committee considering fairness, independence implications, and regulatory acceptability.
Compensation Committee Practices (Governance Context)
- Compensation Committee (Mitzman, Coelho, Deutsch) oversees executive/employee compensation and stock-based plans; may retain independent consultants; FW Cook engaged in 2024 and deemed independent.
- Pay program emphasizes balanced short- and long-term incentives, use of peer groups, limited perquisites, and risk controls.
- Company maintains clawback policy compliant with SEC/Nasdaq for recouping erroneously awarded incentive-based compensation.
Governance Assessment
- Strengths: Independent director; serves on the Compensation Committee with independent membership; Board separation of Chair and CEO; anti-hedging policy; no pledged shares; strong attendance disclosure (no director below 75%). These factors support investor confidence in board oversight and alignment.
- Transparency: Director compensation clearly disclosed with a balanced cash/equity mix; annual RSAs are routine and time-based under equity plans; committee charters available online; risk oversight described.
- Watch items: Executive employment agreements include change-in-control excise tax gross-ups (company-paid), potentially shareholder-unfriendly and often scrutinized by investors; as a Compensation Committee member, Deutsch is part of the oversight for such provisions.
- Conflicts/related party exposure: No insider lending exposure at year-end; formal related party transaction review framework in place—low apparent conflict risk for Deutsch based on disclosures.