| | Letter to Our Shareholders | |
| | 2023 Highlights: | | | |||
| | Net income for fiscal year 2023 was $64.4 million, or $1.05 per averaged diluted common share, just shy of record earnings of $66.6 million delivered for 2022. Net interest margin improved 13 basis points to 3.70% for the year ended December 31, 2023, compared to 3.57% for the year ended December 31, 2022. Total assets were $5.2 billion at year-end 2023, with total loans increasing 2% from a year ago. Credit quality was strong with nonperforming loans at $7.7 million, or 0.23% of total loans, while the allowance for credit losses on loans to total loans was 1.43% at year-end. In October 2023, Kimberly Bohn was promoted to Homeowners Association (“HOA”) Specialty Banking Division President, where she is continuing to build all aspects of the Bank’s HOA business while pursuing expansion opportunities. | | | In August 2023, Suzanne Crocker joined the Bank as Senior Vice President, Director of Marketing and Communications. Ms. Crocker is driving the Bank’s strategic initiatives supporting and enhancing the client experience. Heritage Bank of Commerce earned the 2022 Raymond James Community Bankers Cup, which recognizes the top 10% of community banks in the nation based on profitability, operational efficiency and balance sheet metrics. This marked the fourth time we have earned this recognition. In May, 2023, Kroll Bond Rating Agency, LLC (“KBRA”) affirmed the Company’s senior unsecured debt rating of BBB+, the subordinated debt rating of BBB, and the short-term debt rating of K2. Demonstrating the resiliency in our deposit franchise, KBRA cited the Bank’s conservative approach to liquidity and capital management and the stability of its core deposit balances in the first quarter of 2023. | | |
| Sincerely, | | | | |
| | | | ||
| Jack W. Conner Chairman of the Board | | | Robertson Clay Jones President and Chief Executive Officer | |
| | Notice of Annual Meeting of Shareholders | |
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| | Date: | | | Time: | | | Location: | | |
| | Thursday, May | | | 1:00 p.m., Pacific Daylight Time (PDT) | | | Virtual Annual Meeting | | |
| | Table of Contents | |
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| EXECUTIVE COMPENSATION | | | | | 34 | | |
| | The Board and Corporate Governance | |
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| | Accountability to Shareholders | | | | Shareholder Voting Rights | | | | Independent Board Leadership | | |
| | • All directors elected annually • Annual • Policy against pledging and hedging Company common stock by officers and directors • Regular engagement with key shareholders and management accessibility to all shareholders • Clawback policy to recoup excess compensation as a result of accounting restatment | | | | • One class of voting stock • No “poison pill” • No super majority voting provisions in Articles of Incorporation or Bylaws | | | | • Separate Board Chair and Chief Executive Officer roles • Nine of ten Board members nominated for election in • All members of the Audit Committee, Personal and Compensation Committee, and the Corporate Governance and Nominating Committee are independent directors | | |
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| | Effective Board Policies and Practices | | | |||
| | | | A Board composed of accomplished professionals with experience, skills and knowledge relevant to our business and industry, including four former Chief Executive | | | |
| | | | A diverse Board with four out of | | | |
| | | | Each of the Audit Committee, Personnel and Compensation Committee, and Corporate Governance and Nominating Committee has a charter that is publicly available on our website and that meets applicable legal and listing requirements and reflects our corporate governance culture | | | |
| | | | Executive sessions of independent directors are held at the Board and Committee levels | | | |
| | | | A Code of | | | |
| | | | Annual self-evaluation and assessment process for the Board and its committees through the Corporate Governance and Nominating Committee | | | |
| | | | Special procedures and limits on related party transactions | | |
| The Board and Corporate Governance | |
| | | | Board and committee access to independent advisors | | | |
| | | | We were among the first companies to adopt a fully Nasdaq-compliant executive compensation recovery, or “clawback” policy | | | |
| | | | A robust insider trading policy | | |
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| | Regular Shareholder Engagement | | | | | | | | Management Compensation Program Aligned with Long-term Interests of Shareholders | | | ||||||||
| | | | | We participate in investor conferences and other shareholder engagements throughout the fiscal year | | | | | | | | | | | Stock ownership requirements for directors and executive officers | | | ||
| | | | | We engage | | | | | | | | | | | Annual review by the Personnel and Compensation Committee of incentive program design, goals and objectives for alignment with compensation business strategies | | | ||
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| Julianne M. Biagini-Komas | | | | | Laura Roden | | |
| Bruce H. Cabral | | | | | Marina H. Park Sutton | | |
| Jack W. Conner, Chairman of the Board | | | | | Ranson W. Webster | | |
| The Board and Corporate Governance | |
| | | | Julianne M. Biagini-Komas | | | Bruce H. Cabral | | | Jack W. Conner | | | Jason DiNapoli | | | Stephen G. Heitel | | | Kamran F. Husain | | | Robertson Clay Jones | | | Marina H. Park Sutton | | | Laura Roden | | | Ranson W. Webster | | ||||||
| Key Client Industries | | | | | | X | | | | | | X | | | | | | | | | X | | | | | | | | | | | ||||||
| Banking/Financial Services | | | X | | | X | | | X | | | X | | | X | | | X | | | X | | | | | | X | | | X | | ||||||
| Accounting/Auditing/Financial Reporting | | | X | | | X | | | X | | | X | | | X | | | X | | | X | | | | | | X | | | X | | ||||||
| Marketing/Sales | | | | | | | | | X | | | X | | | | | | | | | X | | | | | | | | | X | | ||||||
| Human Capital Management/DEIB | | | X | | | | | | X | | | | | | | | | X | | | X | | | X | | | | | | | | ||||||
| Leadership as President and/or CEO, EVP or SVP | | | X | | | | | | X | | | X | | | X | | | X | | | X | | | X | | | X | | | X | | ||||||
| Cybersecurity/Technology | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | ||||||
| Legal/ Regulatory | | | X | | | X | | | X | | | X | | | | | | X | | | | | | X | | | | | | | | ||||||
| Public Company Governance | | | X | | | | | | X | | | X | | | X | | | X | | | X | | | | | | | | | X | | ||||||
| Risk Management | | | X | | | X | | | X | | | | | | X | | | X | | | X | | | | | | | | | X | | ||||||
| Strategic Planning/Mergers & Acquisitions | | | X | | | X | | | X | | | X | | | X | | | X | | | X | | | | | | X | | | X | | ||||||
| Community Affairs/Engagement | | | | | | | | | X | | | | | | X | | | | | | X | | | X | | | | | | X | | ||||||
| Digital Innovation | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | X | | ||||||
| Environmental/Sustainability | | | | | | | | | | | | | | | | | | | | | X | | | | | | | | | | |
| The Board and Corporate Governance | |
| Board Diversity Matrix for Heritage Commerce Corp As of April 13, 2023* | | | | | | | | | | | | | |
| Total Number of Directors | | | 12 | | |||||||||
| Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Directors | | | 3 | | | 9 | | | | | | | |
| Part II: Demographic Background | | | | | | | | | | | | | |
| African American or Black | | | | | | | | | | | | | |
| Alaskan Native or American Indian | | | | | | | | | | | | | |
| Asian | | | | | | 1 | | | | | | | |
| Hispanic or Latinx | | | | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | |
| White | | | 3 | | | 8 | | | | | | | |
| Two or More Races or Ethnicities | | | | | | | | | | | | | |
| LGBTQ+ | | | | | | | | | | | | | |
| Did Not Disclose Demographic Background | | | | | | | | | | | | | |
| Board Diversity Matrix for Heritage Commerce Corp As of April 11, 2024 | | ||||||||||||
| Total Number of Directors | | | | | | | | | | | | 10 | |
| Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Directors | | | 3 | | | 7 | | | | | | | |
| Part II: Demographic Background | | | | | | | | | | | | | |
| African American or Black | | | | | | | | | | | | | |
| Alaskan Native or American Indian | | | | | | | | | | | | | |
| Asian | | | | | | 1 | | | | | | | |
| Hispanic or Latinx | | | | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | |
| White | | | 3 | | | 6 | | | | | | | |
| Two or More Races or Ethnicities | | | | | | | | | | | | | |
| LGBTQ+ | | | | | | | | | | | | | |
| Did Not Disclose Demographic Background | | | | | | | | | | | | | |
| Board Diversity Matrix for Heritage Commerce Corp As of April 13, 2023 | | ||||||||||||
| Total Number of Directors | | | | | | | | | | | | 12 | |
| Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Directors | | | 3 | | | 9 | | | | | | | |
| Part II: Demographic Background | | | | | | | | | | | | | |
| African American or Black | | | | | | | | | | | | | |
| Alaskan Native or American Indian | | | | | | | | | | | | | |
| Asian | | | | | | 1 | | | | | | | |
| Hispanic or Latinx | | | | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | |
| White | | | 3 | | | 8 | | | | | | | |
| Two or More Races or Ethnicities | | | | | | | | | | | | | |
| LGBTQ+ | | | | | | | | | | | | | |
| Did Not Disclose Demographic Background | | | | | | | | | | | | | |
| The Board and Corporate Governance | |
| The Board insures that senior management is properly focused on risk and understands that it is responsible to the Board regarding the Company’s risk management process, including by assessing and managing the risks faced by the Company. Senior management is responsible for creating and recommending to the Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk the Company would be willing to accept in connection with the operation of the Company’s business and pursuit of the Company’s business objectives. | |
| Board committees are responsible for risk oversight in specific areas. The Audit Committee is responsible for monitoring the Company’s overall risk program. | |
| | The Audit Committee oversees financial, accounting, internal control, enterprise risk management and informational technology and cybersecurity risk management policies. The Company’s internal Risk Management Steering Committee reports directly to the Audit Committee. Our Chief Risk Officer chairs the internal Risk Management Steering Committee. The Audit Committee receives quarterly reports from the Risk Management Steering Committee, the Company’s internal audit department and information technology department. The Audit Committee reports periodically to the Board on the effectiveness of risk management processes in place, risk trends, and the overall risk assessment of the Company’s activities. | | |
| | The Personnel and Compensation Committee assesses and monitors risks in the Company’s compensation, human capital, and diversity programs. | | |
| | The Corporate Governance and Nominating Committee recommends director candidates with appropriate experience, skills and diversity who will set the proper tone for the Company’s risk profile and provide competent oversight over our material risks. This Committee also monitors the Company’s risk related to environmental, social and governance (“ESG”) concerns. | | |
| The Board and Corporate Governance | |
| The Board and Corporate Governance | |
| The Board and Corporate Governance | |
| The Board and Corporate Governance | |
| The Board and Corporate Governance | |
| The Board and Corporate Governance | |
| | Audit Committee Committee Chair: Julianne M. Biagini- Komas Committee members: Kamran F. Husain, Laura Roden Marina H. Park Sutton Meetings in 2023: 14 The Audit Committee Report for 2023 appears on page 72 of this proxy statement. | | |
| Overview: The Company has a separately designated standing Audit Committee established in accordance with Section 10A(m) of the Securities Exchange Act of 1934, as amended, and Nasdaq Rule 5605(c). The Audit Committee charter adopted by the Board sets out the responsibilities, authority and The responsibilities of the Audit Committee include the following: • oversee our financial, accounting and reporting process, our system of internal accounting and financial controls, and our compliance with related legal and regulatory requirements; • oversee the appointment, compensation, retention and oversight of our independent auditors, including conducting a review of their independence, reviewing and approving the planned scope of our annual audit, overseeing the independent auditors’ work, and reviewing and pre-approving any audit and non-audit services that may be performed by them; • review with management and our independent auditors the effectiveness of our internal controls over financial reporting; • oversee our enterprise risk management policies and practices, including policies that relate to cybersecurity incident response, reporting and disclosures; • approve the scope and engagement of external audit services and review significant accounting policies and adjustments recommended by the independent auditors and address any significant, unresolved disagreements between the independent auditors and management; • review and discuss quarterly earnings releases and Quarterly Reports on Form 10-Q with management and the independent auditors; • review and discuss the annual audited financial statements with management and the independent auditors prior to publishing and filing the Annual Report on Form 10-K with the SEC; • review and discuss with management and the independent auditors any significant changes, significant deficiencies and material weaknesses regarding internal controls over financial reporting required by the Sarbanes Oxley Act of 2002, and oversee the corrective action taken to mitigate any significant deficiencies and material weaknesses identified; • review with management and the independent auditors the effect of significant regulatory and accounting initiatives, changes, and pronouncements as well as significant and unique transactions and financial relationships; • review with the independent auditors the matters required to be discussed by Auditing Standards No. 1301, and receive and discuss with the independent auditors disclosures regarding the auditors’ independence; • oversee the internal audit function and the audits directed under its auspices; • establish policies to ensure all non-audit services provided by the independent auditors are approved prior to work being performed; • review the Company’s information technology and information security risks; and • oversee the effectiveness of the Company’s risk management processes and overall risk assessment of the Company’s activities. Each member of the Audit Committee meets the independence criteria as defined by applicable rules and regulations of the SEC for audit committee membership and is independent and is “financially sophisticated” as defined by the applicable rules and regulations of the Nasdaq Stock Market. | |
| The Board and Corporate Governance | |
| | Personnel and Compensation Committee Committee Chair: Marina H. Park Sutton Committee members: Julianne M. Biagini- Komas Jack W. Conner Ranson W. Webster Meetings in 2023: 7 | | |
| Overview: The Company has a separately designated Personnel and Compensation Committee, which consists entirely of independent directors as defined by the applicable rules and regulations of the Nasdaq Stock Market. The Personnel and Compensation Committee has adopted a charter, which is available on the Company’s website at www.heritagecommercecorp.com. The Personnel and Compensation Committee has the following responsibilities: • review and approve our compensation philosophy; • review industry compensation practices and our relative compensation positioning; • review the incentive compensation programs by the Company to evaluate and ensure that none of them encourage excessive risk; • retain compensation consultants to provide independent professional advice; • approve compensation paid to our Chief Executive Officer and other executive officers; • review the Company’s human capital and DEIB policies; • review and approve the Compensation Discussion and Analysis appearing in our proxy statement; • review director compensation programs, plans and awards; • administer our short term and long term executive incentive plans and stock or stock based plans; and • review and approve general employee welfare benefit plans and other plans on an as needed basis. | |
| | Corporate Governance and Nominating Committee Committee Chair: Ranson W. Webster Committee members: Jason DiNapoli Marina H. Park Sutton Meetings in 2023: 6 | | |
| Overview: The Company has a separately designated Corporate Governance and Nominating Committee, which consists entirely of independent directors as defined by the applicable rules and regulations of the Nasdaq Stock Market. The Corporate Governance and Nominating Committee have adopted a charter, which is available on the Company’s website at www.heritagecommercecorp.com. The purposes of the Corporate Governance and Nominating Committee include the following responsibilities: • identifying individuals qualified to become Board members and making recommendations to the full Board of candidates for election to the Board; • recommending to the Board corporate governance guidelines; • recommending director appointments to Board committees; • periodically review and evaluate the Company’s response to ESG issues and developments and best practices, including the Company’s policies, programs and directives; • annually administer a self-evaluation program for the Board and each Committee, review the results of the evaluation, and report the findings of the entire Board; • evaluate the effectiveness of the Board’s committee structure and recommend to the full Board changes to committee structure or committee charters that the Corporate Governance and Nominating Committee perceives to be necessary; and • participate in the development of a formal succession plan. | |
| The Board and Corporate Governance | |
| | Strategic Initiatives Committee Committee Chair: Kamran F. Husain Committee members: Jack W. Conner Robertson Clay Jones Ranson W. Webster Meetings in 2023: 3 | | |
| Overview: The principal duties of the Strategic Initiatives Committee are to provide oversight and guidance to senior management regarding the strategic direction of the Company, including development of an overall strategic business plan. | |
| | Finance and Investment Committee Committee Chair: Laura Roden Committee members: Bruce H. Cabral Jason DiNapoli Stephen G. Heitel Robertson Clay Jones Meetings in 2023: 8 | | |
| Overview: The Finance and Investment Committee is responsible for the development of policies and procedures related to liquidity, asset-liability management, and supervision of the Company’s investments. The Committee also oversees and reviews internal financial reports including annual forecasts and budgets, and stress test analysis prepared by management. | |
| | Heritage Bank of Commerce Loan Committee Committee Chair: Bruce H. Cabral Committee members: Jason DiNapoli Stephen G. Heitel Robertson Clay Jones Meetings in 2023: 22 | | |
| Overview: The Heritage Bank of Commerce Loan Committee is responsible for the approval and supervision of loans and the development of the Company’s loan policies and procedures. | |
| The Board and Corporate Governance | |
| The Board and Corporate Governance | |
| Name | | | Transaction | | | Date Filed | |
| Kamran F. Husain | | | Acquisition of Common Stock | | | Form 4 Filed on 2/28/2023 | |
| Jason DiNapoli | | | Acquisitions of Common Stock | | | Form 5 Filed on 2/14/2024 | |
| | Director Compensation | |
| Board Chairman | | | $ | 75,000 | | | Board Chairman | | | $ | 85,000 | | | ||
| Board members (non-chairman) | | | $ | 50,000 | | | Board members (non-chairman) | | | $ | 50,000 | | |
| Name (a) | | Fees Earned or Paid in Cash (b) | | Stock Awards (c)(1) | | Options Awards (d) | | Non-Equity Incentive Plan Compensation (e) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)(2) | | Cash Dividend on Unvested Restricted Stock Award (g) | | All Other Compensation (h)(3) | | Total (i) | | Name (a) | | Fees Earned or Paid in Cash (b) | | Stock Awards (c)(1) | | Options Awards (d) | | Non-Equity Incentive Plan Compensation (e) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)(2) | | Cash Dividend on Unvested Restricted Stock Award (g) | | All Other Compensation (h)(3) | | Total (i) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Julianne M. Biagini-Komas | | | $ | 62,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | | — | | | | $ | 114,254 | | | Julianne M. Biagini-Komas | | | $ | 64,250 | | | | $ | 49,995 | | | | | — | | | | | — | | | | | — | | | | $ | 3,785 | | | | | — | | | | $ | 118,030 | | | ||||||||||||||||
| Bruce H. Cabral | | | $ | 60,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | | — | | | | $ | 112,254 | | | Bruce H. Cabral | | | $ | 60,000 | | | | $ | 49,995 | | | | | — | | | | | — | | | | | — | | | | $ | 3,785 | | | | | — | | | | $ | 113,780 | | | ||||||||||||||||
| Jack W. Conner | | | $ | 82,500 | | | | $ | 84,998 | | | | | — | | | | | — | | | | | — | | | | | 3,621 | | | | $ | 1,516 | | | | $ | 172,635 | | | Jack W. Conner | | | $ | 85,000 | | | | $ | 84,993 | | | | | — | | | | | — | | | | $ | 1,000 | | | | $ | 6,434 | | | | $ | 1,573 | | | | $ | 179,000 | | | ||||||||||||||||
| Jason DiNapoli | | | $ | 50,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | | — | | | | $ | 102,254 | | | Jason DiNapoli | | | $ | 50,000 | | | | $ | 49,995 | | | | | — | | | | | — | | | | | — | | | | $ | 3,785 | | | | | — | | | | $ | 103,780 | | | ||||||||||||||||
| Stephen G. Heitel | | | $ | 50,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | | — | | | | $ | 102,254 | | | Stephen G. Heitel | | | $ | 50,000 | | | | $ | 49,995 | | | | | — | | | | | — | | | | | — | | | | $ | 3,785 | | | | | — | | | | $ | 103,780 | | | ||||||||||||||||
| Kamran F. Husain | | | $ | 50,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 1,153 | | | | | — | | | | $ | 101,147 | | | Kamran F. Husain | | | $ | 58,000 | | | | $ | 49,995 | | | | | — | | | | | — | | | | | — | | | | $ | 4,361 | | | | | — | | | | $ | 112,356 | | | ||||||||||||||||
| Walter T. Kaczmarek(4) | | | $ | 12,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | $ | 12,500 | | | Walter T. Kaczmarek(4) | | | $ | 20,833 | | | | | — | | | | | — | | | | | — | | | | $ | 3,400 | | | | | — | | | | $ | 11,994 | | | | $ | 36,227 | | | ||||||||||||||||
| Robert T. Moles(5) | | | $ | 50,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | | — | | | | $ | 102,254 | | | Robert T. Moles(5) | | | $ | 20,833 | | | | | — | | | | | — | | | | | — | | | | $ | 5,200 | | | | $ | 1,153 | | | | | — | | | | $ | 37,186 | | | ||||||||||||||||
| Laura Roden | | | $ | 62,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | | — | | | | $ | 114,254 | | | Laura Roden | | | $ | 62,000 | | | | $ | 49,995 | | | | | — | | | | | — | | | | | — | | | | $ | 3,785 | | | | | — | | | | $ | 115,780 | | | ||||||||||||||||
| Marina H. Park Sutton | | | $ | 58,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | | — | | | | $ | 110,254 | | | Marina H. Park Sutton | | | $ | 58,000 | | | | $ | 49,995 | | | | | — | | | | | — | | | | | — | | | | $ | 3,785 | | | | | — | | | | $ | 111,780 | | | ||||||||||||||||
| Ranson W. Webster | | | $ | 58,000 | | | | $ | 49,994 | | | | | — | | | | | — | | | | | — | | | | | 2,260 | | | | $ | 955 | | | | $ | 111,209 | | | Ranson W. Webster | | | $ | 58,000 | | | | $ | 49,995 | | | | | — | | | | | — | | | | $ | 2,400 | | | | $ | 3,785 | | | | $ | 972 | | | | $ | 115,152 | | |
| Director Compensation | |
| Director | | Stock Options | | Stock Awards | | Director | | Stock Options | | Stock Awards | | ||||||||||||||||
| Julianne M. Biagini-Komas | | | | — | | | | | 4,436 | | | Julianne M. Biagini-Komas | | | | — | | | | | 6,747 | | | ||||
| Bruce H. Cabral* | | | | 17,290 | | | | | 4,436 | | | Bruce H. Cabral* | | | | 17,290 | | | | | 6,747 | | | ||||
| Jack W. Conner | | | | — | | | | | 7,542 | | | Jack W. Conner | | | | — | | | | | 11,470 | | | ||||
| Jason DiNapoli | | | | — | | | | | 4,436 | | | Jason DiNapoli | | | | — | | | | | 6,747 | | | ||||
| Stephen G. Heitel* | | | | 123,499 | | | | | 4,436 | | | Stephen G. Heitel* | | | | 62,625 | | | | | 6,747 | | | ||||
| Kamran F. Husian | | | | — | | | | | 4,436 | | | Kamran F. Husain | | | | — | | | | | 6,747 | | | ||||
| Robert T. Moles** | | | | 9,000 | | | | | 4,436 | | | Walter T. Kaczmarek** | | | | — | | | | | — | | | ||||
| Laura Roden | | | | 4,000 | | | | | 4,436 | | | Robert T. Moles** | | | | — | | | | | — | | | ||||
| Marina H. Park Sutton* | | | | 22,230 | | | | | 4,436 | | | Laura Roden | | | | 4,000 | | | | | 6,747 | | | ||||
| Ranson W. Webster | | | | 9,000 | | | | | 4,436 | | | Marina H. Park Sutton* | | | | 17,290 | | | | | 6,747 | | | ||||
| Ranson W. Webster | | | | 4,500 | | | | | 6,747 | | |
| Name (a) | | Plan Name (b) | | Number of Years Credited Service (#)(c) | | Present Value of Accumulated Benefit(1)(2) ($)(d) | | Payments During Last Fiscal Year ($)(e) | | Name (a) | | Plan Name (b) | | Number of Years Credited Service (#)(c) | | Present Value of Accumulated Benefit(1)(2) ($)(d) | | Payments During Last Fiscal Year ($)(e) | | ||||||||||||||||||||||||||
| Jack W. Conner | | Heritage Commerce Corp SERP | | | | 19 | | | | $ | 109,600 | | | | | — | | | Jack W. Conner | | Heritage Commerce Corp SERP | | | | 20 | | | | $ | 110,600 | | | | | — | | | ||||||||
| Robert T. Moles | | Heritage Commerce Corp SERP | | | | 19 | | | | $ | 250,100 | | | | | — | | | Robert T. Moles(3) | | Heritage Commerce Corp SERP | | | | 19 | | | | $ | 255,300 | | | | $ | 12,685 | | | ||||||||
| Ranson W. Webster | | Heritage Commerce Corp SERP | | | | 19 | | | | $ | 160,300 | | | | | — | | | Ranson W. Webster | | Heritage Commerce Corp SERP | | | | 20 | | | | $ | 162,700 | | | | | — | | |
| | Commitment to Sustainability | |
| Commitment to Sustainability | |
| | | Environmental Responsibility | |
| | IN 2023, WE: | | | |||||||||
| | | | Encouraged continuance of environmentally friendly work practices by supporting the recycling of plastic, glass, and paper. | | | | | Began collecting climate risk data on client business location and collateral related to wildfire, drought, flood, and rising sea levels. | | | ||
| | | | Increased the use of e-records and e-signing technology including utilizing digital solutions such as mobile/online banking, eStatements, electronic bill pay and remote deposit capture, resulting in paper waste and carbon emissions reduction. | | | | | Phased out daily interbranch courier service, reducing our reliance on paper and utilizing a more cost effective and environmentally friendly delivery system, which results in 70,950 fewer miles driven per year on Bay Area roads. | | |
| LED LIGHTING IN OVER | |
| 68% | |
| TOTAL OFFICE SPACE | |
| LEED CERTIFICATION FOR | |
| 60% | |
| TOTAL OFFICE SPACE | |
| Commitment to Sustainability | |
| Our People | |
| Commitment to Sustainability | |
| Commitment to Sustainability | |
| | | | | ||||||||
| | Various Benefits Include: | | | | | | | | | | |
| | Medical, dental and vision benefits for employee, spouse and dependents | | | | Health savings accounts and health reimbursement accounts | | | | 401(k) retirement savings program with matching contributions | | |
| | Flexible spending accounts for both healthcare and dependent care | | | | Life insurance and short- and long- term disability insurance | | | | Access to wellness programs and counseling sessions through our Team Member Assistance Program, including a recent increase from 3 to 5 counseling sessions | | |
| | | | | | | | | ||||
| | | | |
| Our Community | |
| Commitment to Sustainability | |
| | | Governance | |
| DIRECTOR NOMINEES ARE | | | DIRECTOR NOMINEES ARE | |
| 30% | | | 40% | |
| WOMEN | | | DIVERSE | |
| Commitment to Sustainability | |
| | Our Executive Officers | |
| Name | | | Position | |
| Robertson Clay Jones | | | President and Chief Executive Officer of Heritage Commerce Corp and Heritage Bank of Commerce | |
| | | Executive Vice President and Chief Financial Officer of Heritage Commerce Corp and Heritage Bank of Commerce | | |
| Susan S. Just | | | Executive Vice President and Chief Credit Officer of Heritage Bank of Commerce | |
| Janice Y. Coonley | | | Executive Vice President and Chief People and Culture Officer of Heritage Bank of Commerce | |
| Deborah K. Reuter | | | Executive Vice President, Chief Risk Officer and Corporate Secretary of Heritage Commerce Corp and Heritage Bank of Commerce | |
| Glen E. Shu | | | Executive Vice President, President of Specialty Finance Group of Heritage Bank of Commerce and President of Bay View Funding | |
| Dustin M. Warford | | | Executive Vice President, President of Community Business Banking of Heritage Bank of Commerce | |
| Our Executive Officers | |
| | Proposal 1—Election of Directors | |
| Julianne M. Biagini-Komas | | |||
| Age 61 | | | Background: | |
| | | | Formerly a member on the Focus Business Bank board of directors and joined the Board of Directors of the Company in August 2015. Ms. Biagini-Komas was formerly the Vice President, Finance and Human Resources of CNEX Labs, Inc., from March 2015 until her retirement in April 2021. She was also previously the Chief Financial Officer of Quantumscape Corporation, from 2011 to 2014. Prior to that, she was the Chief Financial Officer of Endwave Corporation, a previously Nasdaq listed company, from 1994 to 2007. Ms. Biagini-Komas has a Bachelor of Science degree in Accounting from San Jose State University and a Masters in Business Administration degree from Santa Clara University. With her experience as a chief financial officer and her background as a Certified Public Accountant, Ms. Biagini-Komas provides valuable insight and perspective regarding accounting and tax issues and is particularly suited to serve as the Chair of the Audit Committee. Ms. Biagini-Komas also brings 20 years of human resource administration experience, as a member of the Personnel and Compensation Committee. | |
| Bruce H. Cabral | | |||
| Age 69 | | | Background: | |
| | | | Became a director of the Company in October 2019 when the Company acquired Presidio Bank, where he had also served as a director. Mr. Cabral is the former Senior Executive Vice President and Chief Credit Officer of Union Bank. Mr. Cabral retired from Union Bank in January, 2010 after a 32 year tenure which lasted from 1977 until his retirement. Mr. Cabral brings to the Board his previous experience and knowledge of the business of Presidio Bank and his vast experience in the banking industry. He serves as a member of the Finance and Investment Committee and as Chair of the Bank’s Loan Committee. | |
| Proposal 1—Election of Directors | |
| Jack W. Conner | | |||
| Age 84 | | | Background: | |
| | | | Became a director of the Company in 2004 and has served as Chairman of the Board since July, 2006. Mr. Conner was elected Chairman of the Board in July, 2006. Mr. Conner was Chairman and Chief Executive Officer of Comerica California from 1991 until his retirement in 1998 and remained a director until 2002. He was President and a director of Plaza Bank of Commerce from 1979 to 1991. Prior to joining Plaza Bank of Commerce, he held various positions with Union Bank of California (formerly Union Bank) where he began his banking career in 1964. Mr. Conner has a Bachelor of Arts degree from San Jose State University. Mr. Conner contributes to the Board over 20 years of executive leadership and substantial experience in the community banking industry. Having served as a Chief Executive Officer and President at several successful community banks in the Company’s primary market, he brings a wide ranging understanding of bank management, finance, operations and strategic planning. His demonstrated leadership ability, judgment and executive experience led the Board to elect him as Chairman of the Board. Mr. Conner is also a member of the Strategic Initiatives Committee and the Personnel and Compensation Committee. | |
| Jason DiNapoli | | |||
| Age 55 | | | Background: | |
| | | | Became a director in 2018. In 2003 he co-founded 1st Century Bank, N.A., a wholly owned subsidiary of 1st Century Bancshares, Inc., headquartered in Los Angeles, California. In 2008, Mr. DiNapoli assumed the role of the President and Chief Executive Officer of 1st Century Bank and President of 1st Century Bancshares, Inc. He served in this role until July 1, 2016, when 1st Century Bancshares, Inc. was acquired by Midland Financial Co., a privately held bank holding company based in Oklahoma City, Oklahoma, as a division of MidFirst Bank, a subsidiary of Midland. Mr. DiNapoli presently serves as an Executive Vice President of MidFirst Bank and President and Chief Executive Officer of the 1st Century Bank division. Before joining 1st Century Bank, Mr. DiNapoli was Vice President of finance for JP DiNapoli Companies Inc., a real estate investment, development and property management organization. Prior thereto, he served as a Vice President at Union Bank of California (formerly Union Bank). Mr. DiNapoli earned a bachelor’s degree from the University of California, Berkeley. He is active in numerous community organizations. Mr. DiNapoli brings to the Board his extensive experience and knowledge in banking and finance and management experience in the financial industry as well as experience as a board member of a publicly traded bank holding company. Mr. DiNapoli is a member of the Corporate Governance and Nominating Committee, the Finance and Investment Committee and the Bank’s Loan Committee. | |
| Proposal 1—Election of Directors | |
| Stephen G. Heitel | | |||
| Age 65 | | | Background: | |
| | | | Became a director of the Company in October 2019 when the Company acquired Presidio Bank. Mr. Heitel formerly served as the Chief Executive Officer and director of Presidio Bank from October 2008 until the acquisition. Prior to joining Presidio Bank in October 2008, he served as President and Chief Executive Officer of Mid-Peninsula Bank based in Palo Alto, California. Mr. Heitel served in other senior positions at Greater Bay Bancorp, including President and Chief Executive Officer of San Jose National Bank from December 2003 to November 2005, and as Executive Vice President and Chief Operating Officer of Cupertino National Bank from August 2001 to December 2003. Mr. Heitel’s additional experience also includes executive roles with Bank of America including serving as head of Commercial Banking activities for the Bay Area, focusing on middle market businesses. Mr. Heitel brings to the Board an understanding and knowledge of the business and personnel of Presidio Bank as well as his previous executive experience and knowledge of the community banking industry. Mr. Heitel is a member of the Finance and Investment Committee and the Bank’s Loan Committee. | |
| Kamran F. Husain | | |||
| Age 58 | | | Background: | |
| | | | Became a director of the Company in December 2021. Mr. Husain is an experienced finance and accounting executive with deep banking and financial services experience and almost 30 years in the financial services industry. Most recently he served as the Chief Financial Officer at Tribal Credit, a B2B payments FinTech focused serving SMBs in Latin America and MENA from December 2021 to August 2023. Prior to that he was the Chief Accounting Officer of SVB Financial Group and Silicon Valley Bank from September 2008 to November 2019. He started his career in investment banking followed by seven years at PwC in the audit practice and nine years at Greater Bay Bancorp. Throughout his career he has also worked on and led several merger and acquisition projects. Over the last fifteen years he has directly managed relationships and communications with auditors as well as with bank regulators on matters related to reporting and compliance. Mr. Husain is also experienced in corporate governance matters from his prior positions. Mr. Husain holds a Masters in Business Administration degree from the Haas School of Business at University of California, Berkeley and a Bachelor of Arts degree from Ohio Wesleyan University. With his background and experience Mr. Husian is particularly suited to serve as Chair of the Strategic Initiatives Committee and as a member of the Audit Committee. | |
| Proposal 1—Election of Directors | |
| Robertson Clay Jones | | |||
| Age 53 | | | Background: | |
| | | | Became a director and President and Chief Executive officer of the Company and the Bank in September 2022. Previously he served as President and Chief Operating Officer of the Bank from December 2021 after joining as Executive Vice President/ President Community Business Banking Group for the Bank in October 2019. Mr. Jones was formerly the President of Presidio Bank assuming the position in July 2018. Mr. Jones joined Presidio Bank in 2010 as Executive Vice President and Mid-Peninsula Market President. Prior to joining Presidio Bank, Mr. Jones was the organizing and initial President and Chief Executive Officer of New Resource Bank. From October 1993 to May 2005, Mr. Jones served in ever increasing corporate capacities for subsidiaries of Greater Bay Bancorp and Comerica Bank, including his position as Executive Vice President and Chief Operating Officer at Cupertino National Bank and Executive Vice President and Manager of the Venture Banking Group. As the Company’s President and Chief Executive Officer, Mr. Jones provides the Board with an overall perspective of the Company’s business, financial condition and its strategic direction. Mr. Jones serves on the Finance and Investment committee, the Strategic Initiatives Committee and the Bank’s Loan Committee. | |
| Laura Roden | | |||
| Age 65 | | | Background: | |
| | | | Became a director of the Company in 2011. In 2007 she founded and has since served as the Managing Director of Capital Formation Consultants LLC, an advisor to alternative asset funds including venture capital, private equity, hedge and debt funds. Prior to founding Capital Formation Consultants LLC, Ms. Roden previously served as the Managing Director for The Angels’ Forum, a consortium of private investors in alternative assets. Earlier in her career she held the position of Chief Financial Officer for a series of corporations including most notably Chronicle Broadcasting Company and PowerTV, Inc., which was acquired by Cisco. Ms. Roden has expertise in general management, corporate finance, securities and financial services. She is a Professor Emeritus in the Accounting and Finance Department of San Jose State University’s Lucas College of Business, where she taught undergraduate and graduate classes, and is a frequent speaker for angel investment and venture capital groups and associations. Ms. Roden has a Bachelor of Arts degree from Harvard College and Masters in Business Administration degree from Harvard Business School. Ms. Roden has extensive management experience in a full range of business operations, strategic planning, marketing strategies and capital formation for entrepreneurial companies in the technology industry. In addition, with her prior experience as a chief financial officer, she is particularly suited to serve as Chair of the Finance and Investment Committee, and as a member of the Audit Committee. | |
| Proposal 1—Election of Directors | |
| Marina H. Park Sutton | | |||
| Age 67 | | | Background: | |
| | | | Became a director of the Company in October 2019 when the Company acquired Presidio Bank, where she had previously served a director. Ms. Park Sutton retired in December 2022 as Chief Executive Officer of Girl Scouts of Northern California, which serves 19 counties in Northern California with almost 30,000 girls and 25,000 adults taking part in programs each year. Prior to joining Girl Scouts of Northern California in 2007, Ms. Park Sutton held a variety of progressively more senior positions at Pillsbury Winthrop Shaw Pittman LLP, an international law firm. Ms. Park Sutton has a Bachelor of Arts degree from the University of California, Berkeley and a Juris Doctor degree from the University of Michigan Law School. The Board benefits from Ms. Park Sutton’s experience as a director and member of the audit, corporate governance and compensation committees at Presidio Bank, as well as her valuable general business insight and legal experience. With her background she is suited to serve as the Chair of the Personnel and Compensation Committee, and as a member of the Audit Committee and the Corporate Governance and Nominating Committee. | |
| Ranson W. Webster | | |||
| Age 79 | | | Background: | |
| | | | Became a director of the Company in 2004. Mr. Webster founded Computing Resources, Inc. (“CRI”) in 1978, a privately held general purpose data processing service bureau specializing in payroll processing for small business nationwide. He served as CRI’s Chief Executive Officer and Chief Financial Officer. In 1999, CRI merged with Intuit, Inc., the maker of QuickBooks and Quicken financial software. In 1998, Mr. Webster founded Evergreen Capital, LLC, an early stage investment company focused on Internet and biotech companies. In 2012, Mr. Webster became the Chief Executive Officer for Chargerback, Inc. a cloud based startup company dedicated to automating the lost and found process at hotels, airlines, rental car companies and other public spaces. Mr. Webster contributes to the Board substantial business acumen, executive strategic planning, cybersecurity and financial experience developed through years of proven entrepreneurial success. Mr. Webster has a unique perspective of the Company from his long standing service on the Board. He has a general understanding of corporate governance principles as Chairman of the Corporate Governance and Nominating Committee. Mr. Webster is also a member of Personnel and Compensation Committee and the Strategic Initiatives Committee. | |
| | | | | ||||
| | | | | The Board of Directors recommends the election of each nominee. The proxy holders intend to vote all proxies they hold in favor of the election of each of the nominees. If no instruction is given, the proxy holders intend to vote FOR each nominee listed. | | | |
| | | | |
| | Proposal 2—Advisory Proposal on Frequency of Vote on Executive Compensation | |
| | | | | ||||
| | | | | The Board of Directors recommends a vote FOR the option of every one year as the preferred frequency for advisory votes on executive compensation. The proxy holders intend to vote all proxies in favor of the option of every one year as the frequency for advisory votes on executive compensation. | | | |
| | | | |
| | Proposal 3—Approval of the Advisory Proposal on Executive Compensation | |
| | | | | ||||
| | | | | The Board of Directors recommends a vote FOR the Advisory Proposal on 2023 Executive Compensation. The proxy holders intend to vote all proxies they hold in favor of this proposal. If no instruction is given, the proxy holders intend to vote FOR the proposal. | | | |
| | | | |
| | Executive Compensation | |
| Name of NEO | | | Title | |
| Robertson Clay Jones | | | President and Chief Executive Officer of Heritage Commerce Corp and Heritage Bank of Commerce | |
| Margo Butsch(1) | | | Former Executive Vice President and Chief Credit Officer of Heritage Bank of Commerce | |
| Janice Y. Coonley | | | Executive Vice President and Chief People and Culture Officer of Heritage Bank of Commerce | |
| Lawrence D. McGovern | | | Executive Vice President and Chief Financial Officer of Heritage Commerce Corp and Heritage Bank of Commerce | |
| Deborah K. Reuter | | | Executive Vice President, Chief Risk Officer and Corporate Secretary of Heritage Commerce Corp and Heritage Bank of Commerce | |
| Glen E. Shu | | | Executive Vice President, President of Specialty Finance Group of Heritage Bank of Commerce and President of Bay View Funding | |
| |
| | | Our ongoing endeavors | | |
| |||||
| | In 2023, NEOs | | ||
| | | In addition to ROATCE, Shareholders have suggested using other metrics such as Total | | |
| | | The Company instituted robust stock ownership and retention guidelines for our NEOs to appropriately link wealth creation to the value of the Company’s common stock. | | |
| | | In 2023, | | |
| Explored Single Trigger Equity Vesting Acceleration on Change of Control | | | The Committee | |
| Executive Compensation | |
| Net income | | | Net interest income increased | | | Total deposits decreased | |
| | | $ | | | |
| The efficiency ratio | | | Nonperforming assets totaled | |
| | | $ | |
| Executive Compensation | |
| What We Do | | |||
| ✔ | | | Compensation Principles. Our compensation program is guided by our goals to align the interests of our executive officers with our long-term strategy and the interests of shareholders in a manner that appropriately considers the safety and soundness of Heritage Bank of Commerce. | |
| ✔ | | | Shareholder Outreach. We conduct regular and transparent outreach to our shareholders | |
| ✔ | | | Formula-based Incentive Plans. Our | |
| ✔ | | | Incentive Plan Risk Mitigation. The | |
| ✔ | | | Clawback Policy. We have a recoupment policy that provides the Board with the ability to recover compensation in the case of fraud or if the Company is required to restate its financial statements to correct a material error. | |
| ✔ | | | Share Ownership Guidelines. We require that our President and Chief Executive Officer own shares with a market value equal to three times base salary and that the other NEOs own shares equal to one times base salary. NEOs who have not satisfied their ownership requirements must retain 50% of their vested shares earned under equity-based compensation plans. In certain circumstances, downward fluctuations in our stock price may cause executives temporarily to fail to meet these thresholds, but executives who are subject to this policy are not permitted to sell Company securities at any time when they are not in compliance with these guidelines. | |
| ✔ | | | Anti-Hedging/Pledging Policy. We have “anti-hedging” and “anti-pledging” policies on Company shares. | |
| ✔ | | | Independent Compensation Consultant. The Committee retains an independent compensation consultant that provides no other services to the Company. | |
| What We Don’t Do | | |||
| X | | | No Tax Gross Ups. With the exception of one legacy arrangement, we do not provide for tax gross-ups in the event of a change of control. | |
| X | | | No Repricing or Repurchase of Underwater Equity Awards. We do not permit the repricing or repurchase of underwater stock options or stock appreciation rights without shareholder approval. | |
| X | | | No Multi-Year Guarantees. We do not provide multi-year guaranteed salary increases, equity awards or non-performance | |
| X | | | No “Single Trigger” Cash Severance Payments on Change in Control in Executive Contracts. Our executive employment agreements do not have “single-trigger” cash severance payments resulting solely from the occurrence of a change of control. | |
| Executive Compensation | |
| Action | | |||
| ✔ | | | Adjusted Mr. Jones’ base salary | |
| ✔ | | | Adjusted other NEO base salaries | |
| ✔ | | | Approved award payouts under the | |
| ✔ | | | Granted restricted stock awards in May | |
| ✔ | | | Participated in discussions with shareholders concerning the Company’s executive compensation programs. | |
| ✔ | | | | |
| ✔ | | | Developed and approved a | |
| ✔ | | | Developed a 2023 Equity Plan | |
| ✔ | | | Approved new stock ownership and retention guidelines for our | |
| Responsible Party | | | Primary Role and Responsibilities Relating to Compensation Decisions | |
| Personnel and Compensation Committee (Composed solely of independent, non-employee Directors and reports to the Board)(1) | | | • Oversees the executive compensation program, policies, and practices • Conducts an annual evaluation of the President and CEO’s performance in consultation with the full Board • Reviews and approves the President and CEO’s recommendations for compensation for the other NEOs • Approves performance goals for purposes of compensation decisions for the NEOs • At least annually, reviews the executive compensation program overall, and establishes base salaries, target annual variable cash • Approves all changes to the composition of the Compensation Peer Group • Reviews compensation risk on an annual basis • Reviews and makes recommendations to the Board with respect to director compensation | |
| Independent Consultant to the Committee (Meridian(2) Compensation Partners, LLC) | | | • Provides the Committee with analysis and advice pertaining to compensation program design, including proxy and survey analysis, explanation of current and developing best practices, and regulatory changes • Recommends a relevant group of peer companies and appropriate sources of survey data in which to compare the competitiveness and structure of compensation • Analyzes peer company data to assist the Committee in determining the appropriateness and competitiveness of compensation levels • Reviews proposed changes to compensation program design • Reviews compensation disclosure materials • Provides specific analysis and advice periodically as requested by the Committee | |
| Executive Management | | | • The President and CEO recommends to the Committee annual compensation for the other NEOs and senior executives based on his assessment of their performance • Members of management support the Committee in establishing agendas with the Chair, developing materials for Committee meetings, attending meetings at the request of the Committee and preparing meeting minutes • No member of management is present in Committee meetings when matters related to his or her individual compensation is under discussion, or when the Committee is approving or deliberating on the President and CEO compensation | |
| Executive Compensation | |
| Executive Compensation | |
| Executive Compensation | |
| Compensation Element | | | Purpose | |
| Base Salary | | | • Provides a fixed amount of compensation to recognize the duties, responsibilities, and scope of influence of the executive’s role. The level of base salary also takes into consideration the executive’s experience, skills, and performance. | |
| | | • Rewards the achievement of annual goals for financial performance, as well as key annual individual goals that strengthen the business and position the Company for long-term success. | | |
| Long-Term Incentives | | | • Rewards long-term performance through increases in share appreciation and aligns executives with shareholder interests. | |
| Other Compensation | | | • NEOs participate in the benefit and retirement programs generally available to all full-time Company employees with the purpose of providing health, welfare and financial stability. Perquisites are generally limited to those that assist our NEOs in conducting their business duties productively. Employment agreements and other separation benefits are provided to ensure that executives act in the best interest of the Company regardless of future employment status. | |
| Executive Compensation | |
| Banc of California | | | | |
| Bank of Marin | | | | |
| BayCom | | | Luther Burbank* | |
| Central Valley Community Bancorp | | | PCB Bancorp | |
| Farmers & Merchants Bancorp | | | ||
| |||||
| First Foundation | ||||
| | TriCo Bancshares | | ||
| | | Westamerica | ||
|
| | | Base Salary | | | | Base Salary | | ||||||||||||||||||||||||||||||||
| NEO | | 2021 | | 2022 | | Change from 2021 | | NEO | | 2022 | | 2023 | | Change from 2022 | | ||||||||||||||||||||||||
| Robertson Clay Jones(1) | | | $ | 400,000 | | | | $ | 560,000 | | | | | 40.00% | | | Robertson Clay Jones | | | $ | 560,000 | | | | $ | 622,000 | | | | | 11.07% | | | ||||||
| Walter T. Kaczmarek(2) | | | $ | 721,000 | | | | $ | 749,840 | | | | | 4.00% | | | Margo G. Butsch(1) | | | $ | 329,317 | | | | $ | 342,490 | | | | | 4.00% | | | ||||||
| Margo G. Butsch | | | $ | 313,635 | | | | $ | 329,317 | | | | | 5.00% | | | Janice Y. Coonley | | | $ | 325,000 | | | | $ | 338,000 | | | | | 4.00% | | | ||||||
| Janice Y. Coonley(3) | | | | — | | | | $ | 325,000 | | | | | — | | | Lawrence D. McGovern | | | $ | 399,885 | | | | $ | 415,880 | | | | | 4.00% | | | ||||||
| Lawrence D. McGovern | | | $ | 367,710 | | | | $ | 399,885 | | | | | 8.75% | | | Deborah K. Reuter | | | $ | 334,995 | | | | $ | 348,395 | | | | | 4.00% | | | ||||||
| Deborah K. Reuter | | | $ | 319,043 | | | | $ | 334,995 | | | | | 5.00% | | | Glen E. Shu | | | $ | 331,697 | | | | $ | 359,940 | | | | | 8.51% | | |
| Executive Compensation | |
| | | % of Base Salary | | | | % of Base Salary | | ||||||||||||||||||||||||||||||||
| Named Executive | | Threshold | | Target | | Maximum | | Named Executive(1) | | Threshold | | Target | | Maximum | | ||||||||||||||||||||||||
| Robertson Clay Jones* | | | | 30% | | | | | 75% | | | | | 100% | | | Robertson Clay Jones | | | | 37.5% | | | | | 75% | | | | | 112.5% | | | ||||||
| Walter T. Kaczmarek | | | | 30% | | | | | 75% | | | | | 100% | | | Margo G. Butsch | | | | 22.5% | | | | | 45% | | | | | 67.5% | | | ||||||
| Margo G. Butsch | | | | 30% | | | | | 45% | | | | | 65% | | | Janice Y. Coonley | | | | 22.5% | | | | | 45% | | | | | 67.5% | | | ||||||
| Janice Y. Coonley | | | | 30% | | | | | 45% | | | | | 65% | | | Lawrence D. McGovern | | | | 25.0% | | | | | 50% | | | | | 75.0% | | | ||||||
| Lawrence D. McGovern | | | | 30% | | | | | 50% | | | | | 70% | | | Deborah K. Reuter | | | | 22.5% | | | | | 45% | | | | | 67.5% | | | ||||||
| Deborah K. Reuter | | | | 30% | | | | | 45% | | | | | 65% | | |
| | | | | | | | Performance Goals (‘000s) | | Performance Metrics (‘000s) | | Weight | | Threshold | | Target | | Maximum | | |||||||||||||||||||||||||||||||||
| Performance Metrics | | Weight | | Threshold | | Target | | Maximum | | Pre-Tax Income | | | | 20% | | | | $ | 109,994 | | | | $ | 122,216 | | | | $ | 134,438 | | | ||||||||||||||||||||
| Pre-Tax Income | | | | 20% | | | | $ | 67,221 | | | | $ | 74,690 | | | | $ | 82,159 | | | Nonperforming Assets | | | | 20% | | | | $ | 16,500 | | | | $ | 15,000 | | | | $ | 13,500 | | | ||||||||
| Nonperforming Assets | | | | 20% | | | | $ | 14,446 | | | | $ | 13,132 | | | | $ | 11,819 | | | Loan Growth(1) | | | | 20% | | | | $ | 2,815,754 | | | | $ | 2,963,951 | | | | $ | 3,112,149 | | | ||||||||
| Loan Growth(1) | | | | 25% | | | | $ | 2,738,946 | | | | $ | 2,883,101 | | | | $ | 3,027,256 | | | Deposit Growth(2) | | | | 20% | | | | $ | 4,601,040 | | | | $ | 4,843,200 | | | | $ | 5,085,360 | | | ||||||||
| Deposit Growth(2) | | | | 15% | | | | $ | 4,680,607 | | | | $ | 4,926,954 | | | | $ | 5,173,302 | | | Qualitative Factors(3) | | | | 20% | | | (Differentiated goals for each executive) | | |||||||||||||||||||||
| Qualitative Factors(3) | | | | 20% | | | Qualitative Assessment of Six Factors | |
| | | | | | | | | | Performance Goals (‘000s) | | | Payout | | |||||||||||||||||||||
| Performance Metrics | | | Weight | | | Threshold | | | Target | | | Maximum | | | Actual | | | Level Achieved | | |||||||||||||||
| Pre-Tax Income | | | | | 20% | | | | | $ | 67,221 | | | | | $ | 74,690 | | | | | $ | 82,159 | | | | | $ | 94,366 | | | | Maximum | |
| Nonperforming Assets | | | | | 20% | | | | | $ | 14,446 | | | | | $ | 13,132 | | | | | $ | 11,819 | | | | | $ | 2,425 | | | | Maximum | |
| Loan Growth | | | | | 25% | | | | | $ | 2,738,946 | | | | | $ | 2,883,101 | | | | | $ | 3,027,256 | | | | | $ | 2,815,153 | | | | Threshold | |
| Deposit Growth | | | | | 15% | | | | | $ | 4,680,607 | | | | | $ | 4,926,954 | | | | | $ | 5,173,302 | | | | | $ | 4,359,230 | | | | Not Met | |
| Qualitative Factors | | | | | 20% | | | | Qualitative Assessment of Six Factors | | | See Footnote(1) | | | Target | |
| Executive Compensation | |
| | | | | | | | | | Performance Goals (‘000s) | | | Payout | | |||||||||||||||||||||
| Performance Metrics | | | Weight | | | Threshold | | | Target | | | Maximum | | | Actual | | | Level Achieved | | |||||||||||||||
| Pre-Tax Income | | | | | 20% | | | | | $ | 109,994 | | | | | $ | 122,216 | | | | | $ | 134,438 | | | | | $ | 90,419 | | | | Not Met | |
| Nonperforming Assets | | | | | 20% | | | | | $ | 16,500 | | | | | $ | 15,000 | | | | | $ | 13,500 | | | | | $ | 7,707 | | | | Maximum | |
| Loan Growth* | | | | | 20% | | | | | $ | 2,815,754 | | | | | $ | 2,963,951 | | | | | $ | 3,112,149 | | | | | $ | 2,898,067 | | | | Threshold-Target | |
| Deposit Growth | | | | | 20% | | | | | $ | 4,601,040 | | | | | $ | 4,843,200 | | | | | $ | 5,085,360 | | | | | $ | 4,378,458 | | | | Not Met | |
| Qualitative Factors | | | | | 20% | | | | Qualitative Assessment of Six Factors | | | See Footnote(1) | | | | |
| Executive Compensation | |
| Named Executive | | | Award Payout | | |||
| Robertson Clay Jones(1) | | | | $ | 232,452 | | |
| Walter T. Kaczmarek(2) | | | | $ | 324,596 | | |
| Margo G. Butsch | | | | $ | 141,547 | | |
| Janice Y. Coonley(3) | | | | $ | 66,972 | | |
| Lawrence D. McGovern | | | | $ | 180,987 | | |
| Deborah K. Reuter | | | | $ | 143,988 | | |
| Executive Compensation | |
| Named Executive | | | Award Payout | | |||
| Robertson Clay Jones | | | | $ | 322,476 | | |
| Margo G. Butsch(1) | | | | $ | 105,448 | | |
| Janice Y. Coonley | | | | $ | 111,644 | | |
| Lawrence D. McGovern | | | | $ | 152,656 | | |
| Deborah K. Reuter | | | | $ | 115,098 | | |
| Glen E. Shu | | | | $ | 130,157 | | |
| | | Restricted Stock Award | | | | RSU Award | | | | | | | PRSU Award | | |||||||||||||||||||||||||||||||||||||
| Named Executive | | % of Base Salary | | Number of Shares | | Dollar Value | | Named Executive | | % of Base Salary | | Number of Shares | | Dollar Value | | Number of Shares | | Dollar Value | | ||||||||||||||||||||||||||||||||
| Robertson Clay Jones(1) | | | | 50% | | | | | 43,132 | | | | $ | 488,996 | | | Robertson Clay Jones | | | | 75% | | | | | 31,478 | | | | $ | 233,252 | | | | | 31,477 | | | | $ | 233,245 | | | ||||||||
| Walter T. Kaczmarek(2) | | | | 75% | | | | | 48,957 | | | | $ | 539,996 | | | Margo G. Butsch(1) | | | | 45% | | | | | 10,399 | | | | $ | 77,057 | | | | | 10,399 | | | | $ | 77,057 | | | ||||||||
| Margo G. Butsch | | | | 45% | | | | | 12,795 | | | | $ | 141,129 | | | Janice Y. Coonley | | | | 40% | | | | | 9,123 | | | | $ | 67,601 | | | | | 9,122 | | | | $ | 67,594 | | | ||||||||
| Janice Y. Coonley(3) | | | | — | | | | | 12,000 | | | | $ | 139,440 | | | Lawrence D. McGovern | | | | 50% | | | | | 14,031 | | | | $ | 103,970 | | | | | 14,031 | | | | $ | 103,970 | | | ||||||||
| Lawrence D. McGovern | | | | 50% | | | | | 16,668 | | | | $ | 183,848 | | | Deborah K. Reuter | | | | 45% | | | | | 10,579 | | | | $ | 78,390 | | | | | 10,578 | | | | $ | 78,383 | | | ||||||||
| Deborah K. Reuter | | | | 45% | | | | | 13,016 | | | | $ | 143,566 | | | Glen E. Shu | | | | 45% | | | | | 10,929 | | | | $ | 80,984 | | | | | 10,929 | | | | $ | 80,984 | | |
| | | | Performance Levels | | |||||||||||||||
| Performance Metrics | | | Threshold | | | Target | | | Maximum | | |||||||||
| ROATCE Percentile Rank | | | | | 35th | | | | | | 50th | | | | | | 75th | | |
| Percent of PRSUs Vested | | | | | 50% | | | | | | 100% | | | | | | 150% | | |
| Executive Compensation | |
| Executive Compensation | |
| Executive Compensation | |
| | | | Summary | | |||
| Stock Ownership and Retention Guidelines | | | The Company has established stock ownership guidelines to encourage Company share ownership by our NEOs and directors through retention of shares granted under the Company’s incentive plans. The stock ownership guidelines are summarized in the table below. | |
| | | | Position | | | Stock Ownership Guideline | |
| | | | Chief Executive Officer | | | 3x base salary | |
| Other Executive Officers | | | 1x base salary | | |||
| Directors | | | 17,500 common shares | | |||
| Executives are not required to purchase shares to reach these ownership guidelines. However, executives are restricted from selling shares received as equity-based compensation (net of required withholding tax) until the guidelines are achieved. Furthermore, executives are required to retain at least 50% of shares earned under equity-based compensation plans once the guidelines have been met. The policy specifically excludes stock options and unvested performance-based awards toward the meeting the ownership guidelines. In certain circumstances, downward fluctuations in our stock price may cause executives temporarily to fail to meet these thresholds, but executives who are subject to this policy are not permitted to sell Company securities at any time when they are not in compliance with these guidelines. | | ||||||
| Directors have a three-year period | | ||||||
| As of the record date for the annual meeting, all directors and NEOs are in compliance, with the exception of Kamran Husain who joined as a director in December 2021 | |
| Clawback Policy | | | The Company may recoup incentive compensation paid to NEOs and other executives where (i) the payment, grant or vesting of an incentive award was based on the achievement of financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the SEC, (ii) the amount of the compensation that would have been received by the executive officer had the financial results been properly reported would have been lower than the amount actually received, and (iii) the Board determines in its sole discretion and the exercise of its business judgement that it is in the best interests of the Company and its shareholders for the executive officer to repay or forfeit all or any portion of the awards. | | |||
| Insider trading Policy | | | Our policy applies to directors, officers, employees and consultants with respect to the trading of Company’s securities, as well as the securities of publicly traded companies with whom we have a business relationship. The Company prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace or otherwise as a result of an individual’s employment or other relationship with the Company or any of its subsidiaries, as well as the misuse of any material nonpublic information about the Company or any of its subsidiaries or their respective businesses in securities trading. | |
| Executive Compensation | |
| Prohibition on Hedging | | | Our stock trading guidelines prohibit executive officers and directors from speculating in our stock, which includes, but is not limited to, short selling (profiting if the market price of the securities decreases), buying or selling publicly traded options, including writing covered calls, and hedging or any other type of derivative arrangement that has a similar economic effect. | |
| Prohibition on Pledging | | | Executive officers and directors are prohibited from purchasing Company securities on margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for a loan. | | |||
| Equity Grant Practices | | | The Company’s practice is to approve annual equity awards to eligible recipients, including our NEOs, during the first quarter of the year, with the exception of grants related to new hires or other off-cycle awards. We do not backdate equity awards. In addition, we do not coordinate grants of equity awards so that they are made before announcement of favorable information, or after announcement of unfavorable information. The Company’s equity awards are granted at fair market value on a fixed date or event (the first day of service for new hires and the date of Committee approval for existing employees). We do not grant stock options with a so-called “reload” feature, nor do we loan funds to employees to enable them to exercise stock options. We have never re-priced stock options. | | |||
| Compensation Risk Assessment | | | The Committee oversees a periodic risk assessment of the Company’s compensation programs to determine whether such programs are reasonably likely to have a material adverse effect on the Company. For The | | |||
| Tax Considerations | | | In light of Section 162(m) of the Code, it is the policy of the Committee to examine our executive compensation program to maximize the tax deductibility of compensation paid to our executive officers when and if the $1 million threshold becomes an issue. At the same time, the Committee also believes that the overall performance of our executives cannot in all cases be reduced to a fixed formula and that the prudent use of discretion in determining pay levels is in our best interests and those of our shareholders. Under some circumstances, the Committee’s use of discretion in determining appropriate amounts of compensation may be essential. In those situations where discretion is or can be used by the Committee, compensation may not be fully deductible. | | |||
| Compensation Committee Interlocks and Insider Participation | | | No member of the Committee serves or has served as an employee of the Company or its subsidiaries, and | |
| Executive Compensation | |
| Executive Compensation | |
| Name and Principal Position (a) | | Year (b) | | Salary (c)(1) | | Bonus (d) | | Stock Awards (e)(2) | | Option Awards (f)(2) | | Non-Equity Incentive Plan Compensation (g)(3) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings (h)(4) | | All Other Compensation (i)(5) | | Total ($)(j) | | Name and Principal Position (a) | | Year (b) | | Salary (c)(1) | | Bonus (d) | | Stock Awards (e)(2) | | Option Awards (f)(2) | | Non-Equity Incentive Plan Compensation (g)(3) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings (h)(4) | | All Other Compensation (i)(5) | | Total ($)(j) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Robertson Clay Jones* President and Chief Executive Officer of Heritage Commerce Corp and Heritage Bank of Commerce | | | | | 2022 | | | | $ | 447,282 | | | | | — | | | | $ | 488,996 | | | | | — | | | | $ | 232,452 | | | | | — | | | | $ | 28,284 | | | | $ | 1,197,014 | | | Robertson Clay Jones* President and Chief Executive Officer of Heritage Commerce Corp and Heritage Bank of Commerce | | | | | 2023 | | | | $ | 606,500 | | | | | — | | | | $ | 466,497 | | | | | — | | | | $ | 322,476 | | | | $ | 33,400 | | | | $ | 53,018 | | | | $ | 1,481,891 | | | ||||||||||||||||
| | | 2021 | | | | $ | 353,645 | | | | | — | | | | $ | 180,068 | | | | | — | | | | $ | 215,723 | | | | $ | 26,900 | | | | $ | 19,655 | | | | $ | 795,992 | | | | | | 2022 | | | | $ | 447,282 | | | | | — | | | | $ | 488,996 | | | | | — | | | | $ | 232,452 | | | | | — | | | | $ | 28,284 | | | | $ | 1,197,014 | | | |||||||||||||||||||||
| | | 2020 | | | | $ | 322,088 | | | | | — | | | | $ | 64,847 | | | | | — | | | | $ | 128,835 | | | | $ | 44,900 | | | | $ | 13,534 | | | | $ | 574,204 | | | | | | 2021 | | | | $ | 353,645 | | | | | — | | | | $ | 180,068 | | | | | — | | | | $ | 215,723 | | | | $ | 26,900 | | | | $ | 19,655 | | | | $ | 795,992 | | | |||||||||||||||||||||
| Walter T. Kaczmarek** Former President and Chief Executive Officer of Heritage Commerce Corp and Chief Executive Officer of Heritage Bank of Commerce | | | | | 2022 | | | | $ | 523,542 | | | | | — | | | | $ | 539,996 | | | | | — | | | | $ | 324,596 | | | | | — | | | | $ | 122,830 | | | | $ | 1,510,963 | | | Margo G. Butsch** Executive Vice President/Chief Credit Officer of Heritage Bank of Commerce | | | | | 2023 | | | | $ | 321,359 | | | | | — | | | | $ | 154,113 | | | | | — | | | | $ | 105,448 | | | | | — | | | | $ | 22,800 | | | | $ | 603,720 | | | ||||||||||||||||
| | | 2021 | | | | $ | 573,565 | | | | | — | | | | $ | 540,000 | | | | | — | | | | $ | 490,000 | | | | | — | | | | $ | 55,481 | | | | $ | 1,659,046 | | | | | | 2022 | | | | $ | 325,397 | | | | | — | | | | $ | 141,129 | | | | | — | | | | $ | 141,547 | | | | | — | | | | $ | 26,290 | | | | $ | 634,363 | | | |||||||||||||||||||||
| Margo G. Butsch Executive Vice President/Chief Credit Officer of Heritage Bank of Commerce | | | | | 2022 | | | | $ | 325,397 | | | | | — | | | | $ | 141,129 | | | | | — | | | | $ | 141,547 | | | | | — | | | | $ | 26,290 | | | | $ | 634,363 | | | | | | 2021 | | | | $ | 309,901 | | | | | — | | | | $ | 141,127 | | | | | — | | | | $ | 173,545 | | | | | — | | | | $ | 28,190 | | | | $ | 652,763 | | | ||||||||||||||||||
| | | 2021 | | | | $ | 309,901 | | | | | — | | | | $ | 141,127 | | | | | — | | | | $ | 173,545 | | | | | — | | | | $ | 28,190 | | | | $ | 652,763 | | | Janice Y. Coonley*** Executive Vice President/Chief People and Culture Officer of Heritage Bank of Commerce | | | | | 2023 | | | | $ | 334,750 | | | | | — | | | | $ | 135,195 | | | | | — | | | | $ | 111,644 | | | | | — | | | | $ | 15,710 | | | | $ | 597,299 | | | |||||||||||||||||||
| | | 2020 | | | | $ | 296,525 | | | | | — | | | | $ | 119,474 | | | | | — | | | | $ | 118,610 | | | | | — | | | | $ | 26,199 | | | | $ | 560,808 | | | | | | 2022 | | | | $ | 153,958 | | | | | — | | | | $ | 139,440 | | | | | — | | | | $ | 66,972 | | | | | — | | | | $ | 40,729 | | | | $ | 401,099 | | | |||||||||||||||||||||
| Janice Y. Coonley*** Executive Vice President/Chief People and Diversity Officer of Heritage Bank of Commerce | | | | 2022 | | | | $ | 153,958 | | | | | — | | | | $ | 139,440 | | | | | — | | | | $ | 66,972 | | | | | — | | | | $ | 40,729 | | | | $ | 401,099 | | | Lawrence D. McGovern Executive Vice President/Chief Financial Officer of Heritage Commerce Corp and Heritage Bank of Commerce | | | | | 2023 | | | | $ | 411,881 | | | | | — | | | | $ | 207,939 | | | | | — | | | | $ | 152,656 | | | | $ | 133,300 | | | | $ | 42,047 | | | | $ | 947,823 | | | |||||||||||||||||
| Lawrence D. McGovern Executive Vice President/Chief Financial Officer of Heritage Commerce Corp and Heritage Bank of Commerce | | | | | 2022 | | | | $ | 391,841 | | | | | — | | | | $ | 183,848 | | | | | — | | | | $ | 180,897 | | | | | — | | | | $ | 52,427 | | | | $ | 809,013 | | | | | | 2022 | | | | $ | 391,841 | | | | | — | | | | $ | 183,848 | | | | | — | | | | $ | 180,897 | | | | | — | | | | $ | 52,427 | | | | $ | 809,014 | | | ||||||||||||||||||
| | | 2021 | | | | $ | 363,333 | | | | | — | | | | $ | 183,853 | | | | | — | | | | $ | 221,633 | | | | $ | 8,700 | | | | $ | 53,738 | | | | $ | 831,257 | | | | | | 2021 | | | | $ | 363,333 | | | | | — | | | | $ | 183,853 | | | | | — | | | | $ | 221,633 | | | | $ | 8,700 | | | | $ | 53,738 | | | | $ | 831,257 | | | |||||||||||||||||||||
| | | 2020 | | | | $ | 347,650 | | | | | — | | | | $ | 157,582 | | | | | — | | | | $ | 156,443 | | | | $ | 375,900 | | | | $ | 50,068 | | | | $ | 1,087,643 | | | Deborah K. Reuter Executive Vice President/Chief Risk Officer and Corporate Secretary of Heritage Commerce Corp and Heritage Bank of Commerce | | | | | 2023 | | | | $ | 345,045 | | | | | — | | | | $ | 156,773 | | | | | — | | | | $ | 115,098 | | | | $ | 46,800 | | | | $ | 36,559 | | | | $ | 700,275 | | | |||||||||||||||||||
| Deborah K. Reuter Executive Vice President/Chief Risk Officer and Corporate Secretary of Heritage Commerce Corp and Heritage Bank of Commerce | | | | 2022 | | | | $ | 331,007 | | | | | — | | | | $ | 143,566 | | | | | — | | | | $ | 143,988 | | | | | — | | | | $ | 28,140 | | | | $ | 646,701 | | | | | | 2022 | | | | $ | 331,007 | | | | | — | | | | $ | 143,566 | | | | | — | | | | $ | 143,988 | | | | | — | | | | $ | 28,140 | | | | $ | 646,701 | | | |||||||||||||||||||
| Glen E. Shu**** Executive Vice President, President of Specialty Finance Group of Heritage Bank of Commerce and President of Bay View Funding | | | | 2023 | | | | $ | 352,879 | | | | | — | | | | $ | 161,968 | | | | | — | | | | $ | 130,157 | | | | | — | | | | $ | 23,836 | | | | $ | 668,840 | | |
| Executive Compensation | |
| Named Executive | | Economic Value of Death Benefit of Life Insurance for Beneficiaries(*) | | 401(k) Plan Company Matching Contributions | | Other Insurance Benefit | | Vacation | | Auto Compensation | | Cash Dividend on Unvested Restricted Stock Award | | Moving Allowance | | Total | | Named Executive | | Economic Value of Death Benefit of Life Insurance for Beneficiaries(*) | | 401(k) Plan Company Matching Contributions | | Other Insurance Benefit | | Vacation | | Auto Compensation | | Cash Dividend on Unvested Restricted Stock Award | | Total | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Robertson Clay Jones | | | $ | 650 | | | | $ | 3,000 | | | | $ | 1,518 | | | | | — | | | | $ | 7,766 | | | | $ | 15,350 | | | | | — | | | | $ | 28,284 | | | Robertson Clay Jones | | | $ | 1,160 | | | | $ | 3,000 | | | | $ | 1,581 | | | | $ | 11,961 | | | | $ | 12,000 | | | | $ | 23,316 | | | | $ | 53,018 | | | |||||||||||||||
| Walter T. Kaczmarek | | | $ | 11,231 | | | | | — | | | | $ | 9,631 | | | | $ | 70,576 | | | | $ | 8,500 | | | | $ | 22,892 | | | | | — | | | | $ | 122,830 | | | Margo G. Butsch | | | | — | | | | $ | 3,000 | | | | $ | 2,745 | | | | | — | | | | $ | 8,400 | | | | $ | 8,655 | | | | $ | 22,800 | | | |||||||||||||||
| Margo G. Butsch | | | | — | | | | $ | 3,000 | | | | $ | 2,838 | | | | | — | | | | $ | 8,400 | | | | $ | 12,052 | | | | | — | | | | $ | 26,290 | | | Janice Y. Coonley | | | | — | | | | $ | 3,000 | | | | $ | 990 | | | | | — | | | | $ | 6,000 | | | | $ | 5,720 | | | | $ | 15,710 | | | |||||||||||||||
| Janice Y. Coonley | | | | — | | | | $ | 3,000 | | | | $ | 536 | | | | $ | 6,250 | | | | $ | 2,823 | | | | $ | 3,120 | | | | $ | 25,000 | | | | $ | 40,729 | | | Lawrence D. McGovern | | | $ | 2,635 | | | | $ | 3,000 | | | | $ | 8,731 | | | | $ | 7,997 | | | | $ | 8,400 | | | | $ | 11,284 | | | | $ | 42,047 | | | |||||||||||||||
| Lawrence D. McGovern | | | $ | 1,576 | | | | $ | 3,000 | | | | $ | 8,382 | | | | $ | 15,380 | | | | $ | 8,400 | | | | $ | 15,689 | | | | | — | | | | $ | 52,427 | | | Deborah K. Reuter | | | $ | 4,858 | | | | $ | 3,000 | | | | $ | 13,597 | | | | | — | | | | $ | 6,300 | | | | $ | 8,804 | | | | $ | 36,559 | | | |||||||||||||||
| Deborah K. Reuter | | | $ | 4,520 | | | | $ | 3,000 | | | | $ | 8,382 | | | | | — | | | | | — | | | | $ | 12,238 | | | | | — | | | | $ | 28,140 | | | Glen E. Shu | | | | — | | | | $ | 3,000 | | | | $ | 2,838 | | | | | — | | | | $ | 9,600 | | | | $ | 8,398 | | | | $ | 23,836 | | |
| Executive Compensation | |
| Year (a) | | Summary Compensation Table Total for CEO(1) (b) | | Compensation Actually Paid(4) (c) | | Summary Compensation Table Total for CEO(2) (d) | | Compensation Actually Paid(4) (e) | | Summary Compensation Table Total for CEO(3) (f) | | Compensation Actually Paid(4) (g) | | Average Summary Compensation Table Total for Other NEOs(5) (h) | | Average Compensation Actually Paid to Other NEOs(6) (i) | | | Value of Initial Fixed td00 Investment Based on: | | | Net Income(9) ($ in thousands) (l) | | Pre-Tax Income(10) ($ in thousands) (m) | | Year (a) | | Summary Compensation Table Total for CEO(1) (b) | | Compensation Actually Paid(4) (c) | | Summary Compensation Table Total for CEO(2) (d) | | Compensation Actually Paid(4) (e) | | Summary Compensation Table Total for CEO(3) (f) | | Compensation Actually Paid(4) (g) | | Average Summary Compensation Table Total for Other NEOs(5) (h) | | Average Compensation Actually Paid to Other NEOs(6) (i) | | | Value of Initial Fixed td00 Investment Based on: | | | Net Income(9) ($ in thousands) (l) | | Pre-Tax Income(10) ($ in thousands) (m) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative TSR(7) (j) | | NASDAQ Bank Index(8) (k) | | | Cumulative TSR(7) (j) | | KBW NASDAQ Bank Index(8) (k) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | n/a | | | | | n/a | | | | $ | 1,510,963 | | | | $ | 1,502,691 | | | | $ | 1,197,014 | | | | $ | 1,310,688 | | | | $ | 622,794 | | | | $ | 650,479 | | | | $ | 113.48 | | | | $ | 101.92 | | | | $ | 66,555 | | | | $ | 94,366 | | | 2023 | | | | n/a | | | | | n/a | | | | | n/a | | | | | n/a | | | | $ | 1,481,891 | | | | $ | 1,527,827 | | | | $ | 703,591 | | | | $ | 665,330 | | | | $ | 95.50 | | | | $ | 96.65 | | | | $ | 64,444 | | | | $ | 90,419 | | | ||||||||||||||||||||||||
| 2021 | | | $ | 1,756,569 | | | | $ | 1,498,586 | | | | $ | 1,659,046 | | | | $ | 1,754,118 | | | | | n/a | | | | | n/a | | | | $ | 753,751 | | | | $ | 839,014 | | | | $ | 101.17 | | | | $ | 124.84 | | | | $ | 47,700 | | | | $ | 65,870 | | | 2022 | | | | n/a | | | | | n/a | | | | $ | 1,510,963 | | | | $ | 1,502,691 | | | | $ | 1,197,014 | | | | $ | 1,310,688 | | | | $ | 622,794 | | | | $ | 650,479 | | | | $ | 118.17 | | | | $ | 97.52 | | | | $ | 66,555 | | | | $ | 94,366 | | | ||||||||||||||||||||||||
| 2020 | | | $ | 1,237,428 | | | | $ | 1,076,898 | | | | | n/a | | | | | n/a | | | | | n/a | | | | | n/a | | | | $ | 785,615 | | | | $ | 588,764 | | | | $ | 73.19 | | | | $ | 89.37 | | | | $ | 35,299 | | | | $ | 49,068 | | | 2021 | | | $ | 1,756,569 | | | | $ | 1,498,586 | | | | $ | 1,659,046 | | | | $ | 1,754,118 | | | | | n/a | | | | | n/a | | | | $ | 753,751 | | | | $ | 839,014 | | | | $ | 104.04 | | | | $ | 124.06 | | | | $ | 47,700 | | | | $ | 65,870 | | | ||||||||||||||||||||||||
| 2020 | | | $ | 1,237,428 | | | | $ | 1,076,898 | | | | | n/a | | | | | n/a | | | | | n/a | | | | | n/a | | | | $ | 785,615 | | | | $ | 588,764 | | | | $ | 73.78 | | | | $ | 89.69 | | | | $ | 35,299 | | | | $ | 49,068 | | |
| | | Year | | Reported Summary Compensation Table Total for CEO | | Reported Grant Date Fair Value of Equity Awards (a) | | Equity Award Adjustments (b) | | Reported Change in the Actuarial Present Value of Pension Benefits (c) | | Pension Benefit Adjustments (d) | | Fair Value of Awards Forfeited (e) | | Compensation Actually Paid to CEO | | | | Year | | Reported Summary Compensation Table Total for CEO | | Reported Grant Date Fair Value of Equity Awards (a) | | Equity Award Adjustments (b) | | Reported Change in the Actuarial Present Value of Pension Benefits (c) | | Pension Benefit Adjustments (d) | | Fair Value of Awards Forfeited (e) | | Compensation Actually Paid to CEO | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | | | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | (1) | | | | 2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 2021 | | | | $ | 1,756,569 | | | | | — | | | | $ | 46,772 | | | | | — | | | | | — | | | | $ | (304,755) | | | | $ | 1,498,586 | | | | | | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 2020 | | | | $ | 1,237,428 | | | | $ | (330,000) | | | | $ | 169,470 | | | | | — | | | | | — | | | | | — | | | | $ | 1,076,898 | | | | | | | 2021 | | | | $ | 1,756,569 | | | | | — | | | | $ | 46,772 | | | | | — | | | | | — | | | | $ | (304,755) | | | | $ | 1,498,586 | | | ||||||||||||||||
| (2) | | | | 2022 | | | | $ | 1,510,963 | | | | $ | (539,996) | | | | $ | 531,724 | | | | | — | | | | | — | | | | | — | | | | $ | 1,502,691 | | | | | | | 2020 | | | | $ | 1,237,428 | | | | $ | (330,000) | | | | $ | 169,470 | | | | | — | | | | | — | | | | | — | | | | $ | 1,076,898 | | | ||||||||||||||||
| | | | | 2021 | | | | $ | 1,659,046 | | | | $ | (540,000) | | | | $ | 635,072 | | | | | — | | | | | — | | | | | — | | | | $ | 1,754,118 | | | (2) | | | | 2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 2022 | | | | $ | 1,510,963 | | | | $ | (539,996) | | | | $ | 531,724 | | | | | — | | | | | — | | | | | — | | | | $ | 1,502,691 | | | ||||||||||||||||
| (3) | | | | 2022 | | | | $ | 1,197,014 | | | | $ | (488,996) | | | | $ | 569,915 | | | | | — | | | | $ | 32,755 | | | | | — | | | | $ | 1,310,688 | | | | | | | 2021 | | | | $ | 1,659,046 | | | | $ | (540,000) | | | | $ | 635,072 | | | | | — | | | | | — | | | | | — | | | | $ | 1,754,118 | | | ||||||||||||||||
| | | | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | (3) | | | | 2023 | | | | $ | 1,481,891 | | | | $ | (466,497) | | | | $ | 522,933 | | | | $ | (33,400) | | | | $ | 22,900 | | | | | — | | | | $ | 1,527,827 | | | ||||||||||||||||
| | | | | 2022 | | | | $ | 1,197,014 | | | | $ | (488,996) | | | | $ | 569,915 | | | | | — | | | | $ | 32,755 | | | | | — | | | | $ | 1,310,688 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| Executive Compensation | |
| | | Year | | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in The Year | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Dollar Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Equity Award Adjustments | | | | Year | | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in The Year | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Dollar Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Equity Award Adjustments | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | | | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | (1) | | | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||
| | | | | 2021 | | | | | — | | | | | — | | | | $ | 46,772 | | | | | — | | | | | — | | | | $ | 46,772 | | | | | | | 2021 | | | | | — | | | | | — | | | | $ | 46,772 | | | | | — | | | | | — | | | | $ | 46,772 | | | ||||||||||||||
| | | | | 2020 | | | | $ | 328,518 | | | | $ | (88,438) | | | | $ | (70,610) | | | | | — | | | | | — | | | | $ | 169,470 | | | | | | | 2020 | | | | $ | 328,518 | | | | $ | (88,438) | | | | $ | (70,610) | | | | | — | | | | | — | | | | $ | 169,470 | | | ||||||||||||||
| (2) | | | | 2022 | | | | | — | | | | | — | | | | $ | (34,219) | | | | $ | 565,943 | | | | | — | | | | $ | 531,724 | | | (2) | | | | 2022 | | | | | — | | | | | — | | | | $ | (34,219) | | | | $ | 565,943 | | | | | — | | | | $ | 531,724 | | | ||||||||||||||
| | | | | 2021 | | | | $ | 533,300 | | | | $ | 44,773 | | | | $ | 56,999 | | | | | — | | | | | — | | | | $ | 635,072 | | | | | | | 2021 | | | | $ | 533,300 | | | | $ | 44,773 | | | | $ | 56,999 | | | | | — | | | | | — | | | | $ | 635,072 | | | ||||||||||||||
| | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||
| (3) | | | | 2022 | | | | $ | 560,716 | | | | $ | 13,096 | | | | $ | (3,897) | | | | | — | | | | | — | | | | $ | 569,915 | | | (3) | | | | 2023 | | | | $ | 736,651 | | | | $ | (103,855) | | | | $ | (109,863) | | | | | — | | | | | — | | | | $ | 522,933 | | | ||||||||||||||
| | | | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 2022 | | | | $ | 560,716 | | | | $ | 13,096 | | | | $ | (3,897) | | | | | — | | | | | — | | | | $ | 569,915 | | | ||||||||||||||
| | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||
| | | | | 2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| Executive Compensation | |
| Year | | | Other NEOs | | | Position | |
| 2023 | | | Margo G. Butsch | | | Executive Vice President & Chief Credit Officer of Heritage Bank of Commerce | |
| | | | Janice Y. Coonley | | | Executive Vice President & Chief People and Diversity Officer of Heritage Bank of Commerce | |
| | | | Lawrence D. McGovern | | | Executive Vice President & Chief Financial Officer | |
| | | | Deborah K. Reuter | | | Executive Vice President & Chief Risk Officer and Corporate Secretary | |
| | | | Glen E. Shu | | | Executive Vice President, President of Specialty Finance Group of Heritage Bank of Commerce and President of Bay View Funding | |
| 2022 | | | Margo G. Butsch | | | Executive Vice President & Chief Credit Officer of Heritage Bank of Commerce | |
| | | | Janice Y. Coonley | | | Executive Vice President & Chief People and Diversity Officer of Heritage Bank of Commerce | |
| | | | Lawrence D. McGovern | | | Executive Vice President & Chief Financial Officer | |
| | | | Deborah K. Reuter | | | Executive Vice President & Chief Risk Officer and Corporate Secretary | |
| 2021 | | | Michael E. Benito | | | Executive Vice President /Business Banking Manager of Heritage Bank of Commerce | |
| | | | Margo G. Butsch | | | Executive Vice President & Chief Credit Officer of Heritage Bank of Commerce | |
| | | | Robertson Clay Jones | | | President and Chief Operating Officer of Heritage Bank of Commerce | |
| | | | Lawrence D. McGovern | | | Executive Vice President & Chief Financial Officer | |
| 2020 | | | Michael E. Benito | | | Executive Vice President /Business Banking Manager of Heritage Bank of Commerce | |
| | | | Margo G. Butsch | | | Executive Vice President & Chief Credit Officer of Heritage Bank of Commerce | |
| | | | Robertson Clay Jones | | | Executive Vice President & President of Community Business Bank Group of Heritage Bank of Commerce | |
| | | | Lawrence D. McGovern | | | Executive Vice President & Chief Financial Officer | |
| Year | | Average Reported Summary Compensation Table Total for NEOs | | Average Reported Grant Date Fair Value of Equity Awards | | Average Equity Award Adjustments(a) | | Average Reported Change in the Actuarial Present Value of Pension Benefits | | Average Pension Benefit Adjustments(b) | | Average Fair Value of Awards Forfeited | | Average Compensation Actually Paid to NEOs | | Year | | Average Reported Summary Compensation Table Total for NEOs | | Average Reported Grant Date Fair Value of Equity Awards | | Average Equity Award Adjustments(a) | | Average Reported Change in the Actuarial Present Value of Pension Benefits | | Average Pension Benefit Adjustments(b) | | Average Fair Value of Awards Forfeited | | Average Compensation Actually Paid to NEOs | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | $ | 622,794 | | | | $ | (151,996) | | | | $ | 179,681 | | | | | — | | | | | — | | | | | — | | | | $ | 650,479 | | | 2023 | | | $ | 703,591 | | | | $ | (163,198) | | | | $ | 160,957 | | | | $ | (36,020) | | | | | — | | | | | — | | | | $ | 665,330 | | | ||||||||||||||
| 2021 | | | $ | 753,751 | | | | $ | (162,275) | | | | $ | 232,544 | | | | $ | (21,925) | | | | $ | 36,919 | | | | | — | | | | $ | 839,014 | | | 2022 | | | $ | 622,794 | | | | $ | (151,996) | | | | $ | 179,681 | | | | | — | | | | | — | | | | | — | | | | $ | 650,479 | | | ||||||||||||||
| 2020 | | | $ | 785,615 | | | | $ | (115,964) | | | | $ | 42,875 | | | | $ | (190,950) | | | | $ | 67,188 | | | | | — | | | | $ | 588,764 | | | 2021 | | | $ | 753,751 | | | | $ | (162,275) | | | | $ | 232,544 | | | | $ | (21,925) | | | | $ | 36,919 | | | | | — | | | | $ | 839,014 | | | ||||||||||||||
| 2020 | | | $ | 785,615 | | | | $ | (115,964) | | | | $ | 42,875 | | | | $ | (190,950) | | | | $ | 67,188 | | | | | — | | | | $ | 588,764 | | |
| Year | | Average Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | | Average Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Average Dollar Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Average Equity Award Adjustments | | Year | | Average Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | | Average Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Average Dollar Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Average Equity Award Adjustments | | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | $ | 177,057 | | | | $ | 10,798 | | | | $ | (8,174) | | | | | — | | | | | — | | | | $ | 179,681 | | | 2023 | | | $ | 257,703 | | | | $ | (37,755) | | | | $ | (58,991) | | | | | — | | | | | — | | | | $ | 160,957 | | | ||||||||||||
| 2021 | | | $ | 160,262 | | | | $ | 40,836 | | | | $ | 31,446 | | | | | — | | | | | — | | | | $ | 232,544 | | | 2022 | | | $ | 177,057 | | | | $ | 10,798 | | | | $ | (8,174) | | | | | — | | | | | — | | | | $ | 179,681 | | | ||||||||||||
| 2020 | | | $ | 115,443 | | | | $ | (40,684) | | | | $ | (31,884) | | | | | — | | | | | — | | | | $ | 42,875 | | | 2021 | | | $ | 160,262 | | | | $ | 40,836 | | | | $ | 31,446 | | | | | — | | | | | — | | | | $ | 232,544 | | | ||||||||||||
| 2020 | | | $ | 115,443 | | | | $ | (40,684) | | | | $ | (31,884) | | | | | — | | | | | — | | | | $ | 42,875 | | |
| Executive Compensation | |
| Year | | Average Pension Service Cost | | Average SERP Prior Service Cost | | Average SERP Service Cost | | Total Average Pension Benefit Adjustments | | Year | | Average Pension Service Cost | | Average SERP Prior Service Cost | | Average SERP Service Cost | | Total Average Pension Benefit Adjustments | | ||||||||||||||||||||||||||||||||
| 2022 | | | | — | | | | | — | | | | | — | | | | | — | | | 2023 | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
| 2021 | | | | — | | | | | — | | | | $ | 36,919 | | | | $ | 36,919 | | | 2022 | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
| 2020 | | | | — | | | | $ | 36,244 | | | | $ | 30,944 | | | | $ | 67,188 | | | 2021 | | | | — | | | | | — | | | | $ | 36,919 | | | | $ | 36,919 | | | ||||||||
| 2020 | | | | — | | | | $ | 36,244 | | | | $ | 30,944 | | | | $ | 67,188 | | |
| Executive Compensation | |
| Executive Compensation | |
| Executive Compensation | |
| Executive Compensation | |
| Executive Compensation | |
| | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(i)(2) | | All Other Option Awards: Number of Securities Underlying Options (#)(i) | | Exercise or Base Price of Option Awards ($/Sh) (k)(1)(3) | | Grant Date Fair Value of Stock And Options Awards (l)(1) | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(i)(2) | | All Other Option Awards: Number of Securities Underlying Options (#)(i) | | Exercise or Base Price of Option Awards ($/Sh) (k)(1)(3) | | Grant Date Fair Value of Stock And Options Awards (l)(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name (a) | | Grant Date (b) | | Threshold (c) | | Target (d) | | Maximum (e) | | Threshold (f) | | Target (g) | | Maximum (h) | | Name (a) | | Grant Date (b) | | Threshold (c) | | Target (d) | | Maximum (e) | | Threshold (f) | | Target (g) | | Maximum (h) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Robertson Clay Jones* | | | | | 5/16/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 18,132 | | | | | — | | | | | — | | | | $ | 199,996 | | | Robertson Clay Jones | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 31,478 | | | | | — | | | | | — | | | | $ | 233,252 | | | ||||||||||||||||||||
| | | 9/15/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 25,000 | | | | | — | | | | | — | | | | $ | 289,000 | | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 31,477 | | | | | — | | | | | — | | | | $ | 233,245 | | | |||||||||||||||||||||||||
| | | 1/27/2022 | | | | $ | 168,000 | | | | $ | 420,000 | | | | $ | 560,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/23/2023 | | | | $ | 233,250 | | | | $ | 466,500 | | | | $ | 699,750 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||
| Walter T. Kaczmarek** | | | | | 5/16/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 48,957 | | | | | — | | | | | — | | | | $ | 539,996 | | | Margo G. Butsch* | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,399 | | | | | — | | | | | — | | | | $ | 77,057 | | | ||||||||||||||||||||
| | | 1/27/2022 | | | | $ | 224,952 | | | | $ | 562,380 | | | | $ | 749,840 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,399 | | | | | — | | | | | — | | | | $ | 77,057 | | | |||||||||||||||||||||||||
| Margo G. Butsch | | | | | 5/16/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,795 | | | | | — | | | | | — | | | | $ | 141,129 | | | | | | 3/23/2023 | | | | $ | 77,060 | | | | $ | 154,121 | | | | $ | 231,181 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
| | | 1/27/2022 | | | | $ | 98,795 | | | | $ | 148,193 | | | | $ | 214,056 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Janice Y. Coonley | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 9,123 | | | | | — | | | | | — | | | | $ | 67,601 | | | |||||||||||||||||||||||
| Janice Y. Coonley*** | | | | | 8/2/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,000 | | | | | — | | | | | — | | | | $ | 139,440 | | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 9,122 | | | | | — | | | | | — | | | | $ | 67,594 | | | ||||||||||||||||||||||
| | | 7/12/2022 | | | | $ | 97,500 | | | | $ | 146,250 | | | | $ | 211,250 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/23/2023 | | | | $ | 76,050 | | | | $ | 152,100 | | | | $ | 228,150 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||
| Lawrence D. McGovern | | | | | 5/16/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 16,668 | | | | | — | | | | | — | | | | $ | 183,848 | | | Lawrence D. McGovern | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 14,031 | | | | | — | | | | | — | | | | $ | 103,970 | | | ||||||||||||||||||||
| | | 1/27/2022 | | | | $ | 119,966 | | | | $ | 199,943 | | | | $ | 279,920 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 14,031 | | | | | — | | | | | — | | | | $ | 103,970 | | | |||||||||||||||||||||||||
| Deborah K. Reuter | | | | | 5/16/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 13,016 | | | | | — | | | | | — | | | | $ | 143,566 | | | | | | 3/23/2023 | | | | $ | 103,970 | | | | $ | 207,940 | | | | $ | 311,910 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
| | | 1/27/2022 | | | | $ | 100,499 | | | | $ | 150,748 | | | | $ | 217,747 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Deborah K. Reuter | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,579 | | | | | — | | | | | — | | | | $ | 78,390 | | | |||||||||||||||||||||||
| | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,578 | | | | | — | | | | | — | | | | $ | 78,383 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 3/23/2023 | | | | $ | 78,389 | | | | $ | 156,778 | | | | $ | 235,167 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Glen E. Shu | | | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,929 | | | | | — | | | | | — | | | | $ | 80,984 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 5/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,929 | | | | | — | | | | | — | | | | $ | 80,984 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 3/23/2023 | | | | $ | 80,987 | | | | $ | 161,973 | | | | $ | 242,960 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| Executive Compensation | |
| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | ||||||||||||||||||||||||
| Equity compensation plans approved by security holders | | | | 2,527,173(1) | | | | $ | 10.44 | | | | | 1,475,594(2) | | | Equity compensation plans approved by security holders | | | | 2,637,356(1) | | | | $ | 10.40 | | | | | 1,393,531(2) | | | ||||||
| Equity compensation plans not approved by security holders | | | | N/A | | | | | N/A | | | | | N/A | | | Equity compensation plans not approved by security holders | | | | N/A | | | | | N/A | | | | | N/A | | |
| Name (a) | | | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | | | Options Exercise Price ($) (e) | | | Options Expiration Date (f) | | | Number of Shares or Units of Stock That Have Not Vested (#) (g)(1) | | | Market Value of Shares or Units of Stock That Have Not Vested (h)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (j) | | |||||||||||||||||||||||||||
| Robertson Clay Jones* | | | | | 49,399(3) | | | | | | — | | | | | | — | | | | | $ | 10.74 | | | | | | 7/1/2028 | | | | | | 55,487 | | | | | | 721,331 | | | | | | — | | | | | | — | | |
| | | 37,050(3) | | | | | | — | | | | | | — | | | | | $ | 4.92 | | | | | | 1/29/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 37,050(3) | | | | | | — | | | | | | — | | | | | $ | 3.98 | | | | | | 1/30/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Walter T. Kaczmarek** | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Margo G. Butsch | | | | | 8,000 | | | | | | — | | | | | | — | | | | | $ | 14.48 | | | | | | 5/2/2027 | | | | | | 25,046 | | | | | | 325,598 | | | | | | — | | | | | | — | | |
| | | 3,000 | | | | | | — | | | | | | — | | | | | $ | 10.34 | | | | | | 5/3/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Janice Y. Coonley*** | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,000 | | | | | | 156,000 | | | | | | — | | | | | | — | | |
| Lawrence D. McGovern | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,702 | | | | | | 425,126 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Deborah K. Reuter | | | | | 9,000 | | | | | | — | | | | | | — | | | | | $ | 8.07 | | | | | | 2/27/2024 | | | | | | 25,479 | | | | | | 331,227 | | | | | | — | | | | | | — | | |
| | | 6,000 | | | | | | — | | | | | | — | | | | | $ | 6.57 | | | | | | 4/30/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Name (a) | | | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(d) | | | Options Exercise Price ($)(e) | | | Options Expiration Date (f) | | | Number of Shares or Units of Stock That Have Not Vested (#)(g)(1) | | | Market Value of Shares or Units of Stock That Have Not Vested (h)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(i) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (j) | | |||||||||||||||||||||||||||
| Robertson Clay Jones | | | | | 49,399(3) | | | | | | — | | | | | | — | | | | | $ | 10.74 | | | | | | 7/1/2028 | | | | | | 33,719 | | | | | | 334,492 | | | | | | — | | | | | | — | | |
| | | 37,050(3) | | | | | | — | | | | | | — | | | | | $ | 4.92 | | | | | | 1/29/2025 | | | | | | 31,478 | | | | | | 312,262 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,477 | | | | | | 312,252 | | | | | | — | | | | | | — | | | |||
| Margo G. Butsch* | | | | | 8,000 | | | | | | — | | | | | | — | | | | | $ | 14.48 | | | | | | 5/2/2027 | | | | | | 12,421 | | | | | | 123,216 | | | | | | — | | | | | | — | | |
| | | 3,000 | | | | | | — | | | | | | — | | | | | $ | 10.34 | | | | | | 5/3/2026 | | | | | | 10,399 | | | | | | 103,158 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,399 | | | | | | 103,158 | | | | | | — | | | | | | — | | | |||
| Janice Y. Coonley | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,000 | | | | | | 79,360 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,123 | | | | | | 90,500 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,122 | | | | | | 90,490 | | | | | | — | | | | | | — | | | |||
| Lawrence D. McGovern | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,181 | | | | | | 160,516 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,031 | | | | | | 139,188 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,031 | | | | | | 139,188 | | | | | | — | | | | | | — | | | |||
| Deborah K. Reuter | | | | | 9,000 | | | | | | — | | | | | | — | | | | | $ | 8.07 | | | | | | 2/27/2024 | | | | | | 12,636 | | | | | | 125,349 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,579 | | | | | | 104,944 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,578 | | | | | | 104,934 | | | | | | — | | | | | | — | | | |||
| Glen E. Shu | | | | | 5,000 | | | | | | — | | | | | | — | | | | | $ | 10.34 | | | | | | 5/3/2026 | | | | | | 12,053 | | | | | | 119,566 | | | | | | — | | | | | | — | | |
| | | 8,000 | | | | | | — | | | | | | — | | | | | $ | 9.36 | | | | | | 4/28/2025 | | | | | | 10,929 | | | | | | 108,416 | | | | | | — | | | | | | — | | | |||
| | | 15,000 | | | | | | — | | | | | | — | | | | | $ | 8.07 | | | | | | 11/1/2024 | | | | | | 10,929 | | | | | | 108,416 | | | | | | — | | | | | | — | | |
| Executive Compensation | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||
| Name (a) | | Number of Shares Acquired on Exercise (#) (b) | | Value Realized upon Exercise (c) | | Number of Shares Acquired on Vesting (#) (d) | | Value Realized on Vesting (e)(4) | | Name (a) | | Number of Shares Acquired on Exercise (#)(b) | | Value Realized upon Exercise (c) | | Number of Shares Acquired on Vesting (#)(d) | | Value Realized on Vesting (e)(1) | | ||||||||||||||||||||||||||||||||
| Robertson Clay Jones(1) | | | | — | | | | | — | | | | | 7,391 | | | | $ | 84,351 | | | Robertson Clay Jones | | | | 37,050 | | | | | — | | | | | 21,768 | | | | $ | 173,121 | | | ||||||||
| Walter T. Kaczmarek(2) | | | | — | | | | | — | | | | | 108,206 | | | | $ | 1,239,720 | | | Margo G. Butsch* | | | | — | | | | | — | | | | | 12,625 | | | | $ | 98,455 | | | ||||||||
| Janice Y. Coonley(3) | | | | — | | | | | — | | | | | — | | | | | — | | | Janice Y. Coonley | | | | — | | | | | — | | | | | 4,000 | | | | $ | 39,120 | | | ||||||||
| Margo G. Butsch | | | | — | | | | | — | | | | | 14,111 | | | | $ | 158,538 | | | Lawrence D. McGovern | | | | — | | | | | — | | | | | 16,521 | | | | $ | 128,889 | | | ||||||||
| Lawrence D. McGovern | | | | 30,000 | | | | $ | 218,842 | | | | | 18,214 | | | | $ | 204,745 | | | Deborah K. Reuter | | | | 6,000 | | | | $ | 6,180 | | | | | 12,843 | | | | $ | 100,154 | | | ||||||||
| Deborah K. Reuter | | | | 4,500 | | | | $ | 20,970 | | | | | 14,255 | | | | $ | 160,185 | | | Glen E. Shu | | | | — | | | | | — | | | | | 12,249 | | | | $ | 95,523 | | |
| Executive Compensation | |
| Name (a) | | | Plan Name (b) | | | Number of Years Credited Service (#) (c) | | | Present Value of Accumulated Benefit(1)(2) ($) (d) | | | Payments During Last Fiscal Year ($) (e) | | |||||||||
| Robertson Clay Jones | | | Heritage Commerce Corp SERP | | | | | 12 | | | | | $ | 112,300 | | | | | | — | | |
| Walter T. Kaczmarek(3) | | | Heritage Commerce Corp SERP | | | | | 15 | | | | | $ | 3,316,900 | | | | | $ | 262,270 | | |
| Lawrence D. McGovern | | | Heritage Commerce Corp SERP | | | | | 24 | | | | | $ | 1,462,600 | | | | | | — | | |
| Deborah K. Reuter | | | Heritage Commerce Corp SERP | | | | | 29 | | | | | $ | 1,037,500 | | | | | | — | | |
| Executive Compensation | |
| Name (a) | | | Plan Name (b) | | | Number of Years Credited Service (#)(c) | | | Present Value of Accumulated Benefit(1)(2) ($)(d) | | | Payments During Last Fiscal Year ($)(e) | | |||||||||
| Robertson Clay Jones | | | Heritage Commerce Corp SERP | | | | | 13 | | | | | $ | 145,700 | | | | | | — | | |
| Lawrence D. McGovern | | | Heritage Commerce Corp SERP | | | | | 25 | | | | | $ | 1,595,900 | | | | | | — | | |
| Deborah K. Reuter | | | Heritage Commerce Corp SERP | | | | | 30 | | | | | $ | 1,084,300 | | | | | | — | | |
| Executive Compensation | |
| Executive Compensation | |
| | | Change in Control | | Involuntary Termination Without Cause | | Termination for Good Reason | | Death | | Disability | | | | Change in Control | | Involuntary Termination Without Cause | | Termination for Good Reason | | Death | | Disability | | ||||||||||||||||||||||||||||||||||||||||
| Robertson Clay Jones(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | Robertson Clay Jones | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Cash severance under employment agreement | | | $ | 1,986,470 | | | | $ | 1,444,705 | | | | $ | 1,444,705 | | | | $ | — | | | | $ | — | | | Cash severance under employment agreement | | | $ | 2,239,426 | | | | $ | 1,628,673 | | | | $ | 1,628,673 | | | | $ | — | | | | $ | — | | | ||||||||||
| Health insurance premiums | | | | 158,052 | | | | | 79,026 | | | | | 79,026 | | | | | — | | | | | — | | | Health insurance premiums | | | | 111,209 | | | | | 55,605 | | | | | 55,605 | | | | | — | | | | | — | | | ||||||||||
| Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 700,000 | | | | | 180,000(4) | | | Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 700,000 | | | | | 180,000(1) | | | ||||||||||
| Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | ||||||||||
| Supplemental executive retirement plan(5) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | 1,215,341 | | | | | — | | | ||||||||||
| Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | 800,000 | | | | | — | | | Unvested restricted stock awards, RSU and PRSU (accelerated) | | | | 959,006 | | | | | — | | | | | — | | | | | 959,006 | | | | | 959,006 | | | ||||||||||
| Unvested restricted stock awards (accelerated) | | | | 721,331 | | | | | — | | | | | — | | | | | 721,331 | | | | | 721,331 | | | Total: | | | $ | 3,309,641 | | | | $ | 1,684,278 | | | | $ | 1,684,278 | | | | $ | 2,874,347 | | | | $ | 1,211,006 | | | ||||||||||
| Outplacement services (layoff) | | | | — | | | | | 5,000 | | | | | 5,000 | | | | | — | | | | | — | | | Margo G. Butsch(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Total: | | | $ | 2,865,853 | | | | $ | 1,528,731 | | | | $ | 1,528,731 | | | | $ | 2,221,331 | | | | $ | 973,331 | | | Cash severance under employment agreement | | | $ | 974,115 | | | | $ | 487,057 | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
| Walter T. Kaczmarek(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | Health insurance premiums | | | | 111,209 | | | | | 55,605 | | | | | — | | | | | — | | | | | — | | | ||||||||||
| Cash severance under employment agreement | | | $ | 2,925,502 | | | | $ | 2,127,638 | | | | $ | 2,127,638 | | | | $ | — | | | | $ | — | | | Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 684,980 | | | | | 180,000(1) | | | ||||||||||
| Health insurance premiums | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | ||||||||||
| Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 700,000 | | | | | 180,000(4) | | | Unvested restricted stock awards, RSU and PRSU (accelerated) | | | | 329,532 | | | | | — | | | | | — | | | | | 329,532 | | | | | 329,532 | | | ||||||||||
| Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | Total: | | | $ | 1,414,856 | | | | $ | 542,662 | | | | $ | — | | | | $ | 1,014,512 | | | | $ | 581,532 | | | ||||||||||
| Supplemental executive retirement plan(5) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Janice Peng Coonley | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | 3,085,464 | | | | | — | | | Cash severance under employment agreement | | | $ | 899,288 | | | | $ | 449,644 | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
| Outplacement services (layoff) | | | | — | | | | | 5,000 | | | | | 5,000 | | | | | — | | | | | — | | | Health insurance premiums | | | | 28,591 | | | | | 14,295 | | | | | — | | | | | — | | | | | — | | | ||||||||||
| Total: | | | $ | 2,925,502 | | | | $ | 2,132,638 | | | | $ | 2,132,638 | | | | $ | 3,785,464 | | | | $ | 252,000 | | | Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 676,000 | | | | | 180,000(1) | | | ||||||||||
| Margo G. Butsch | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||
| Cash severance under employment agreement | | | $ | 911,378 | | | | $ | 455,689 | | | | | — | | | | $ | — | | | | $ | — | | | |||||||||||||||||||||||||||||||||||||
| Health insurance premiums | | | | 158,052 | | | | | 79,026 | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||
| Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 658,634 | | | | | 180,000(4) | | | |||||||||||||||||||||||||||||||||||||
| Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | |||||||||||||||||||||||||||||||||||||
| Unvested restricted stock awards (accelerated) | | | | 325,598 | | | | | — | | | | | — | | | | | 325,598 | | | | | 325,598 | | | |||||||||||||||||||||||||||||||||||||
| Total: | | | $ | 1,395,028 | | | | $ | 534,715 | | | | | — | | | | $ | 984,232 | | | | $ | 577,598 | | | |||||||||||||||||||||||||||||||||||||
| Janice Y. Coonley(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||
| Cash severance under employment agreement | | | $ | 783,944 | | | | $ | 391,972 | | | | | — | | | | $ | — | | | | $ | — | | | |||||||||||||||||||||||||||||||||||||
| Health insurance premiums | | | | 50,572 | | | | | 25,286 | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||
| Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 650,000 | | | | | 180,000(4) | | | |||||||||||||||||||||||||||||||||||||
| Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | |||||||||||||||||||||||||||||||||||||
| Unvested restricted stock awards (accelerated) | | | | 156,000 | | | | | — | | | | | — | | | | | 156,000 | | | | | 156,000 | | | |||||||||||||||||||||||||||||||||||||
| Total: | | | $ | 990,516 | | | | $ | 417,258 | | | | | — | | | | $ | 806,000 | | | | $ | 408,000 | | |
| Executive Compensation | |
| | | Change in Control | | Involuntary Termination Without Cause | | Termination for Good Reason | | Death | | Disability | | | | Change in Control | | Involuntary Termination Without Cause | | Termination for Good Reason | | Death | | Disability | | ||||||||||||||||||||||||||||||||||||||||
| Lawrence D. McGovern | | | | | | | | | | | | | | | | | | | | | | | | | | | Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | ||||||||||
| Cash severance under employment agreement | | | $ | 1,259,836 | | | | $ | 629,918 | | | | | — | | | | $ | — | | | | $ | — | | | Unvested restricted stock awards, RSU and PRSU (accelerated) | | | | 260,350 | | | | | — | | | | | — | | | | | 260,350 | | | | | 260,350 | | | ||||||||||
| Health insurance premiums | | | | 111,248 | | | | | 55,624 | | | | | — | | | | | — | | | | | — | | | Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||
| Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 700,000 | | | | | 180,000(4) | | | Total: | | | $ | 1,188,229 | | | | $ | 463,939 | | | | $ | — | | | | $ | 936,350 | | | | $ | 512,350 | | | ||||||||||
| Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | Lawrence D. McGovern | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Supplemental executive retirement plan(5) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Cash severance under employment agreement | | | $ | 1,291,826 | | | | $ | 645,913 | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
| Unvested restricted stock awards (accelerated) | | | | 425,126 | | | | | — | | | | | — | | | | | 425,126 | | | | | 425,126 | | | Health insurance premiums | | | | 78,211 | | | | | 39,106 | | | | | — | | | | | — | | | | | — | | | ||||||||||
| Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | 829,487 | | | | | — | | | Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 700,000 | | | | | 180,000(1) | | | ||||||||||
| Total: | | | $ | 1,796,210 | | | | $ | 685,542 | | | | | — | | | | $ | 1,954,613 | | | | $ | 677,126 | | | Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | ||||||||||
| Deborah K. Reuter | | | | | | | | | | | | | | | | | | | | | | | | | | | Unvested restricted stock awards, RSU and PRSU (accelerated) | | | | 438,891 | | | | | — | | | | | — | | | | | 438,891 | | | | | 438,891 | | | ||||||||||
| Cash severance under employment agreement | | | $ | 927,042 | | | | $ | 463,521 | | | | | — | | | | $ | — | | | | $ | — | | | Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | 807,919 | | | | | — | | | ||||||||||
| Health insurance premiums | | | | 68,782 | | | | | 34,391 | | | | | — | | | | | — | | | | | — | | | Total: | | | $ | 1,808,928 | | | | $ | 685,019 | | | | $ | — | | | | $ | 1,946,810 | | | | $ | 690,891 | | | ||||||||||
| Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 669,990 | | | | | 180,000(4) | | | Deborah K. Reuter | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | Cash severance under employment agreement | | | $ | 990,910 | | | | $ | 495,455 | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
| Supplemental executive retirement plan(5) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Health insurance premiums | | | | 62,787 | | | | | 31,394 | | | | | — | | | | | — | | | | | — | | | ||||||||||
| Unvested restricted stock awards (accelerated) | | | | 331,227 | | | | | — | | | | | — | | | | | 331,227 | | | | $ | 331,227 | | | Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 696,790 | | | | | 180,000(1) | | | ||||||||||
| Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | 588,869 | | | | | — | | | Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | ||||||||||
| Total: | | | $ | 1,327,051 | | | | $ | 497,912 | | | | | — | | | | $ | 1,590,086 | | | | $ | 583,227 | | | Unvested restricted stock awards, RSU and PRSU (accelerated) | | | | 335,227 | | | | | — | | | | | — | | | | | 335,227 | | | | | 335,227 | | | ||||||||||
| Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | 576,753 | | | | | — | | | |||||||||||||||||||||||||||||||||||||
| Total: | | | $ | 1,388,924 | | | | $ | 526,849 | | | | $ | — | | | | $ | 1,608,770 | | | | $ | 587,227 | | | |||||||||||||||||||||||||||||||||||||
| Glen Shu | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||
| Cash severance under employment agreement | | | $ | 863,007 | | | | $ | 503,067 | | | | $ | — | | | | $ | — | | | | $ | — | | | |||||||||||||||||||||||||||||||||||||
| Health insurance premiums | | | | 105,480 | | | | | 52,740 | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||
| Life insurance benefits | | | | — | | | | | — | | | | | — | | | | | 700,000 | | | | | 180,000(1) | | | |||||||||||||||||||||||||||||||||||||
| Long-term care insurance benefits | | | | — | | | | | — | | | | | — | | | | | — | | | | | 72,000 | | | |||||||||||||||||||||||||||||||||||||
| Unvested restricted stock awards, RSU and PRSU (accelerated) | | | | 336,397 | | | | | — | | | | | — | | | | | 336,397 | | | | | 336,397 | | | |||||||||||||||||||||||||||||||||||||
| Split-dollar death benefits (upon death) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||
| Total: | | | $ | 1,304,884 | | | | $ | 555,807 | | | | $ | — | | | | $ | 1,036,397 | | | | $ | 588,397 | | |
| | Beneficial Ownership of | |
| Name of Beneficial Owner(1) | | Position | | Shares Beneficially Owner(2)(3) | | Exercisable Options | | Percent of Class(3) | | Name of Beneficial Owner(1) | | Position | | Shares Beneficially Owner(2)(3) | | Exercisable Options | | Percent of Class(3) | | ||||||||||||||||||||||||||
| Julianne M. Biagini-Komas | | Director | | | | 40,924(4) | | | | | — | | | | | * | | | Julianne M. Biagini-Komas | | Director | | | | 47,671(4) | | | | | — | | | | | * | | | ||||||||
| Margo G. Butsch | | Executive Vice President and Chief Credit Officer of Heritage Bank of Commerce | | | | 67,877(5)(24) | | | | | 11,000 | | | | | * | | | Margo G. Butsch(5) | | Former Executive Vice President and Chief Credit Officer of Heritage Bank of Commerce | | | | 44,456(21) | | | | | — | | | | | * | | | ||||||||
| Bruce H. Cabral | | Director | | | | 118,976(6) | | | | | 17,290 | | | | | * | | | Bruce H. Cabral | | Director | | | | 125,723(6) | | | | | 17,290 | | | | | * | | | ||||||||
| Jack W. Conner | | Director and Chairman of the Board | | | | 136,339(7) | | | | | — | | | | | * | | | Jack W. Conner | | Director and Chairman of the Board | | | | 155,865(7) | | | | | — | | | | | * | | | ||||||||
| Janice Y. Coonley | | Executive Vice President/Chief People and Diversity Officer | | | | 12,000(8)(24) | | | | | — | | | | | * | | | Janice Y. Coonley | | Executive Vice President/Chief People and Culture Officer of Heritage Bank of Commerce | | | | 12,000(8)(21) | | | | | — | | | | | * | | | ||||||||
| Jason DiNapoli | | Director | | | | 377,165(9) | | | | | — | | | | | * | | | Jason DiNapoli | | Director | | | | 386,723(9) | | | | | — | | | | | * | | | ||||||||
| Stephen G. Heitel | | Director | | | | 194,430(10) | | | | | 93,499 | | | | | * | | | Stephen G. Heitel | | Director | | | | 201,177(10) | | | | | 30,875 | | | | | * | | | ||||||||
| Kamran F. Husain | | Director | | | | 6,436(11) | | | | | — | | | | | * | | | Kamran F. Husain | | Director | | | | 13,183(11) | | | | | — | | | | | * | | | ||||||||
| Robertson Clay Jones | | President and Chief Executive Officer | | | | 318,149(12)(24) | | | | | 123,499 | | | | | * | | | Robertson Clay Jones | | President and Chief Executive Officer | | | | 300,656(12)(21) | | | | | 86,449 | | | | | * | | | ||||||||
| Walter T. Kaczmarek | | Director | | | | 179,808(13)(14)(24) | | | | | — | | | | | * | | | Lawrence D. McGovern | | Executive Vice President and Chief Financial Officer | | | | 140,526(13)(21) | | | | | — | | | | | * | | | ||||||||
| Lawrence D. McGovern | | Executive Vice President and Chief Financial Officer | | | | 140,526(15)(24) | | | | | — | | | | | * | | | Deborah K. Reuter | | Executive Vice President/Chief Risk Officer and Corporate Secretary | | | | 85,967(14)(21) | | | | | — | | | | | * | | | ||||||||
| Robert T. Moles | | Director | | | | 52,560(16)(17) | | | | | — | | | | | * | | | Glen E. Shu | | Executive Vice President, President of Specialty Finance Group of Heritage Bank of Commerce and President of Bay View Funding | | | | 97,251(15)(21) | | | | | 28,000 | | | | | * | | | ||||||||
| Deborah K. Reuter | | Executive Vice President/Chief Risk Officer and Corporate Secretary | | | | 94,967(18)(24) | | | | | 15,000 | | | | | * | | | Laura Roden | | Director | | | | 45,058(16) | | | | | — | | | | | * | | | ||||||||
| Laura Roden | | Director | | | | 42,311(19) | | | | | 4,000 | | | | | * | | | Marina H. Park Sutton | | Director | | | | 119,590(17) | | | | | 17,290 | | | | | * | | | ||||||||
| Marina H. Park Sutton | | Director | | | | 112,843(20) | | | | | 22,230 | | | | | * | | | Ranson W. Webster | | Director | | | | 654,636(18) | | | | | — | | | | | 1.07% | | | ||||||||
| Ranson W. Webster | | Director | | | | 647,889(21) | | | | | 9,000 | | | | | 1.06% | | | All directors, and executive officers (16 individuals)(22) | | | | | | 2,452,674 | | | | | 228,904 | | | | | 3.99% | | | ||||||||
| All directors, and executive officers (16 individuals) | | | | | | 2,543,200 | | | | | 295,518 | | | | | 4.15% | | | BlackRock Inc. | | | | | | 8,394,654(19) | | | | | — | | | | | 13.72% | | | ||||||||
| BlackRock Inc. | | | | | | 4,971,935(22) | | | | | — | | | | | 8.16% | | | The Vanguard Group | | | | | | 3,185,168(20) | | | | | — | | | | | 5.21% | | | ||||||||
| T. Rowe Price Investment Management, Inc. | | | | | | 5,621,035(23) | | | | | — | | | | | 9.22% | | |
| Beneficial Ownership of Common Stock | |
| Total number of stock options outstanding(1) | | | | | 2,410,796 | | |
| Weighted-average exercise price of stock options outstanding(2) | | | | $ | 10.53 | | |
| Weighted-average remaining duration (years) of stock options outstanding(2) | | | | | 5.42 | | |
| Total number of full value awards outstanding | | | | | 253,491 | | |
| Approximate number of stock options and full value awards to be issued from March 15, 2023 until the Annual Meeting(3) | | | | | 581,882 | | |
| Shares available for grant under the 2013 Equity Plan(4) | | | | | 1,498,474 | | |
| Total shares of common stock outstanding as of the record date (March 27, 2023) | | | | | 60,947,875 | | |
| | Proposal 4—Ratification of Independent Registered Public Accounting Firm | |
| Proposal 4—Ratification of Independent Registered Public Accounting Firm | |
| Category of Services | | Fiscal Year 2022 | | Fiscal Year 2021 | | Category of Services | | Fiscal Year 2023 | | Fiscal Year 2022 | | ||||||||||||||||
| Audit fees(1) | | | $ | 625,000 | | | | $ | 604,610 | | | Audit fees(1) | | | $ | 685,000 | | | | $ | 625,000 | | | ||||
| Audit related fees(2) | | | | 65,000 | | | | | 38,000 | | | Audit related fees(2) | | | | 45,000 | | | | | 65,000 | | | ||||
| Tax fees(3) | | | | 104,500 | | | | | 119,275 | | | Tax fees(3) | | | | 100,650 | | | | | 104,500 | | | ||||
| All other fees(4) | | | | 10,000 | | | | | 10,000 | | | All other fees(4) | | | | 10,500 | | | | | 10,000 | | | ||||
| Total accounting fees | | | $ | 804,500 | | | | $ | 771,885 | | | Total accounting fees | | | $ | 841,150 | | | | $ | 804,500 | | |
| Proposal 4—Ratification of Independent Registered Public Accounting Firm | |
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| | | | | The Audit Committee of the Board of Directors and the Board of Directors recommends approval of the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, | | | |
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| | Information About the Annual Meeting of Shareholders Questions & Answers | |
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| 2024 Annual Meeting Information About the 2024 Annual Meeting of Shareholders Questions & Answers | |
| | Other Business | |
| | Shareholder Proposals for | |