Esquire Financial Holdings, Inc. (ESQ)
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AGM 2024

May 30, 2024

Operator

Welcome to the 2024 Annual Meeting of Stockholders of Esquire Financial Holdings, Inc. It is now my pleasure to introduce Andrew Sagliocca, Vice Chairman of the Board of Directors and Chief Executive Officer. Andrew, the floor is yours.

Andrew Sagliocca
Vice Chairman and CEO, Esquire Financial Holdings, Inc.

Thank you. Good morning, everybody, and welcome to the Annual Stockholders Meeting of Esquire Financial Holdings. The annual meeting will please come to order. My name is Andrew Sagliocca. I'm the Vice Chairman, Chief Executive Officer, and President of Esquire Financial Holdings and Esquire Bank. I will serve as the chairman of the annual meeting. I want to thank everybody on the phone for taking time from their busy schedule to be here today and to support our company. I'd like to introduce Gary Lax. Gary is our Senior Vice President, Chief Legal Officer, and Corporate Secretary of the company. He will act as secretary of the annual meeting. I'd also like everyone to know that our other directors are on the phone today, along with our management group. Here with me is Eric Bader.

Eric's our EVP and COO of the company and been with us almost over the whole tenure, about 16 years. Michael LaCapria, who's our SVP and CFO, is also with Gary and I. He will be available for questions during the meeting or after. The board of directors has appointed Eric Bader as Inspector of Election for the annual meeting and any adjournments, and the count and an examination of the vote. The inspector's report will be attached to the minutes of the annual meeting. I've delivered a list to the inspector, Eric, of stockholders of the company entitled to vote at the annual meeting, as of the close of business March twenty-eighth, two thousand and twenty-four, the record date for voting. I'd like to now turn it over to Gary Lax to proceed.

Gary Lax
SVP and Chief Legal Officer, Esquire Financial Holdings, Inc.

Thank you, Andrew. The records of the company show that there were 8,292,789 shares of common stock issued, outstanding, and entitled to vote at this annual meeting, of which 4,146,395 represent a majority. We have previously received confirmation that the notice of annual meeting, the proxy statement, and the proxy card were mailed to each stockholder of record on April 18, 2024. I have previously delivered to the inspector the list of stockholders and all proxies that have been received. A majority of the total outstanding shares entitled to vote at the annual meeting are present in person or by proxy. The inspector is making an exact count and will submit a formal report on the number of shares present or presented during the course of the annual meeting.

Andrew Sagliocca
Vice Chairman and CEO, Esquire Financial Holdings, Inc.

Quorum is declared present, subject to the confirmation of fact by the inspector in his report.

Gary Lax
SVP and Chief Legal Officer, Esquire Financial Holdings, Inc.

The business to be acted upon at the annual meeting, as stated in the notice of annual meeting, is to consider and act upon, 1, the election of 3 directors to serve for a term of 3 years and the election of 1 director to serve for a term of 1 year. 2, the approval of the Esquire Financial Holdings, Inc. 2024 Equity Incentive Plan. 3, the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2024. And 4, an advisory vote on executive compensation. No stockholder proposals were filed with the company secretary in advance of this annual meeting, as provided in the bylaws. As such, the business of the meeting is limited to the foregoing 4 matters.

Andrew Sagliocca
Vice Chairman and CEO, Esquire Financial Holdings, Inc.

We will consider the proposals in the order presented in the notice of annual meeting. Does anyone in attendance at the meeting need a ballot to vote at this meeting? Hearing none, the polls are now open. At the conclusion of the discussion and the voting all matters, I will announce the closing of the polls.

Gary Lax
SVP and Chief Legal Officer, Esquire Financial Holdings, Inc.

The first item of business to be voted upon is the election of Anthony Coelho, Richard T. Powers, and Andrew C. Sagliocca as directors of the company, each to serve for a three-year term, and the election of Rena Nigam as a director of the company to serve for a one-year term, all as described in the proxy statement. All nominees are currently members of the board of directors. Certain biographical information regarding each nominee is included in the proxy materials, and all nominees are prepared to serve if elected. Are there any questions regarding the election of directors? Hearing none, we'll proceed to the next matter. The second item of business to be voted on is a proposal to approve the Esquire Financial Holdings, Inc. 2024 Equity Incentive Plan. Are there any questions regarding the approval of this plan? Hearing none, we'll move to the next business.

The third item of business to be voted upon is the proposal to ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2024. Are there any questions regarding the ratification of the appointment of Crowe? Hearing none, the final item of business to be voted upon is the proposal to approve the advisory vote on executive compensation. Are there any questions regarding the proposal to approve the advisory vote on executive compensation? Hearing none, this concludes the discussion on all matters.

Andrew Sagliocca
Vice Chairman and CEO, Esquire Financial Holdings, Inc.

I declare the polls closed. All ballots and proxies are now in the custody of the Inspector of Election. I'd like to take a few moments just to cover the year in review and the accomplishments of the company through 2023 and even a little bit in 2024 for the first quarter, if needed. It's been a really tough banking year, 2023. We all know and have read about the banking failures at the beginning of the year. We all know and have read about the elevated interest rate environment that continues in 2024. But our company and your company has been very steadfast and focused on one, running a very strong balance sheet and not taking short-term risks and short-term profits for long-term problems.

We wound up again as one of the top performing institutions in the country, as noted by both Raymond James and KBW this year. Just to give you some highlights on why we believe that we have a very strong and fortified balance sheet and a few metrics on performance. From a core commercial banking, about 85% of our almost $1.5 billion of deposits are core customers. Those are customers that borrow money from us, that do payment processing with us, that we do custodial work for. During the last several years as rates have increased and as we had a liquidity crisis and a banking crisis in the first quarter of 2023, we saw literally no customer attrition. No customers left our institution.

We believe the liquidity position of the company is very strong. We don't leverage our balance sheet currently or in the past to buy bonds or to invest in assets. We have a lot of dry powder, over $600 million of liquidity on the balance sheet at year-end. We're pretty thoughtful about our interest rate risk management. The majority of the C&I portfolio is a variable rate portfolio tied to Prime. That also comes with floors, so when rates reset downward, we have that cushion of those floors to protect us from immediate downward rates. Put these things together, and we're operating a bank with a margin that sits above 6% for the year 2023 and including the first quarter. And we also believe that we have really solid credit metrics.

Our reserve for loan loss for loans is about 140 basis points, give or take a couple of basis points at year-end going into the first quarter, and we only have one non-performing asset to date, knock on wood. The $10.9 million multifamily that's being worked and hopefully will make its way back into the performing portfolio in the latter part of this year. We have no office space exposure, no construction loans, and only about $15 million out to the hospitality industry that's all performing. Put this all together, and we were able to grow earnings about 44% this year. We ended the year at about $4.91 per share. Our total revenue base is over $100 million.

We've had really strong loan growth, about 27% last year, and we also increased our dividends about 50% from $0.10, where we started, to $0.15, with our payout ratio only sitting at about 10%-12% of earnings. All this coupled together with a very strong efficiency ratio, below 50, adds up to operating an institution that returns north of 2.50% on assets, almost 2.90% for 2023, and north of 20% on equity, about 23% for 2023. We still invest in our future, though. We're, we're, we're not cutting costs, we're not cutting headcount, we're not pulling back in our investment in technology or marketing. It's the exact opposite.

We believe that the two primary national markets we operate in, that being the litigation vertical, which is just under $500 billion in size in settlements each year, and the payment industry, which is just shy of about $10 billion, are industries that we can grow in significantly. So we went out in 2023 and we hired about 25 new employees, which is about 22% growth in our employee base. Quite a few of them on the revenue-facing, underwriting, income-producing side, that being six regional BDOs in the key markets we operate in nationally in the litigation vertical. Support staff in sales to support those business development officers, and obviously, support staff in lending and on operations to support our continued growth.

As well as Gary, who's new to us this year as our corporate secretary, as Eric ran these meetings for a decade or more in the past. We continue to invest in technology. We continue to invest in our information or data enrichment to make that technology work better across the litigation vertical. That database and marketing engine that we've built on the Salesforce platform is agnostic. We could lift it and use it in the merchant area, and we will, which is why we invested in Payzli. That's a 2025 event. And you couple all these things together, and as I said, we continue to invest in the future of the company while we still operate a high-performing and low-cost branchless provider bank.

We also announced, ironically, the opening of a branch in California. It could have been an administrative office. We thought it smart to be a full-service branch, but it will look anything but like a branch. It'll be a private client office with for private banking, for our litigation customers primarily, and other customers we'll serve in that community. But it'll have all the powers to do full-service banking, just like a branch. Last but not least, there's been a lot of noise in the market about commercial real estate and multifamily. Just to let everybody know, as they probably do, we have about a $350 million multifamily portfolio and about a $90 million CRE portfolio that is not multifamily. We've disclosed this in our Qs and our Ks.

We stratify the multifamily portfolio on a quarterly basis. We look at current debt service, not originated debt service, current. We stress test the debt service, we stress test the loan to value, and at the end of the day, we are very comfortable, based on our original underwriting, that we don't have any major or even minor problems in the multifamily portfolio. We'll have to deal with a handful of credits each year that are marginal, if you want to use that word, but we are not making $100 million loans. Our average loan size is probably about $7 million or $8 million. So when we talk about a shortfall in debt service, we're talking about $20,000 or $30,000 or $40,000 annually. We're not talking millions of dollars. So the loans are small. They're very manageable. They're with good sponsors.

They're with sponsors who want to not lose their property to a bank who's gonna foreclose on them. So we believe that whatever problems, minor, that we have as we look forward, which are all, like I said, a handful at best or at worst, depending on how you look at it, are very manageable items for us to work through with our CRE and multifamily business partners on the borrowing side. I could go on and on. I, I will stop there and see if there's any questions. Hearing none, I will turn it back over to Gary.

Gary Lax
SVP and Chief Legal Officer, Esquire Financial Holdings, Inc.

Great. Okay, the inspector has completed his count, and I'll now read the certificate and report. The report confirms that a quorum is, and has been in attendance at the annual meeting for all purposes. The report also shows that, 1, each director nominee received the affirmative vote of at least 79.93% of the shares voted. 2, 67.90% of the shares voted, voted were cast for approval of the Esquire Financial Holdings 2024 Equity Incentive Plan. 3, 99.92% of the shares voted were cast for the ratification of the appointment of Crowe LLP, as the company's independent registered public accounting firm for the year ending December 31, 2024. And 4, 90.63% of the shares voted were cast for approval of executive compensation.

Accordingly, each director nominee has been elected as a director of the company. The proposal to approve the Esquire Financial Holdings, Inc. 2024 Equity Incentive Plan has been approved. The proposal to ratify the appointment of Crowe LLP has been approved, and the advisory vote on the executive compensation has been approved. The certificate and report of Inspector of Election has been accepted and approved and will be attached to the minutes of the annual meeting.

Andrew Sagliocca
Vice Chairman and CEO, Esquire Financial Holdings, Inc.

Thank you, Gary. Eric, is there anything else you need to cover? No. Okay. So there being no further business before this annual meeting, I make a motion to adjourn.

Gary Lax
SVP and Chief Legal Officer, Esquire Financial Holdings, Inc.

I move that the meeting be adjourned.

Andrew Sagliocca
Vice Chairman and CEO, Esquire Financial Holdings, Inc.

A second? Here. All those in favor, say aye.

Gary Lax
SVP and Chief Legal Officer, Esquire Financial Holdings, Inc.

Aye.

Andrew Sagliocca
Vice Chairman and CEO, Esquire Financial Holdings, Inc.

Aye. Any opposed, say no. Hearing none, the motion is carried to adjourn. I'd like to thank everybody on behalf of the company, the board, the employees and our clients and our future prospective clients for joining the meeting and supporting our company throughout the year. Thank you all, and I wish everybody a very happy and healthy summer. Thank you.

Operator

This concludes the annual meeting of shareholders for Esquire Financial Holdings, Inc. Thank you for your participation, and you may now disconnect.

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