Esquire Financial Holdings Inc

We are a “smaller reporting company” as defined by SEC regulations. As a result, we are not required to include comprehensive disclosure of compensation plans in the form of Compensation Discussion and Analysis in this Proxy Statement.

We are providing, voluntarily, certain of the information that would typically be contained in a Compensation Discussion and Analysis section in an effort to provide our shareholders with additional information regarding our newly adopted 2024 executive compensation program, which will improve strategic and shareholder alignment and provide context for your consideration of our advisory ‘Say on Pay’ proposal.

2024 Annual Incentive Plan (“AIP”):

The Compensation Committee has approved the 2024 AIP for our executive officers, including our NEOs, which will be based on performance against a scorecard of pre-established financial targets and strategic priorities approved by the Compensation Committee each year. Performance against corporate financial targets will make up 75% of the scorecard, while performance against strategic priorities will make up 25% of the scorecard. Individual executives’ AIP targets will be expressed as a percentage of base salary, and actual annual incentive payouts will range from 0% to 150% based on annual performance, following the certification of annual incentive scorecard metrics. Annual incentives will not be earned unless pre-determined performance goal thresholds are achieved over the annual period.

2024 Long-Term Incentive Plan (“LTIP”):

The Compensation Committee has also approved the 2024 LTIP, which provides an opportunity for our executive officers, including our NEOs, to be granted a balanced mix of performance share units (50% of total long-term incentive grant value) and restricted share units (50% of total long-term incentive grant value). Payouts of performance share units will be based on performance against pre-established financial targets over a three-year performance period, as approved by the Compensation Committee for each grant. Actual performance share unit payouts will range from 0% to 150% following the certification of performance results. The performance share units will not be earned unless pre-determined performance goal thresholds are achieved over the performance period. The restricted share units vest over six years with a third vesting after years four, five, and six.