UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant   ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Bank of Commerce Holdings

Notice of 20142017 Annual Meeting of Shareholders
and
Proxy Statement

And

Proxy Statement

April 10, 20145, 2017

Dear Shareholder:

It is my pleasure to invite you to the 2017 Annual Meeting of Shareholders of Bank of Commerce Holdings 2014 Annual Meeting of Shareholders.(the “Company”).

WeThe meeting will hold the meetingbe held on Tuesday, May 20, 201416, 2017 at 5:15 p.m. in the lobby of Redding9:00 a.m. Pacific Time at Bank of Commerce Holdings’ corporate headquarters located at 19511901 Churn Creek Road, Redding, California 96002. In addition to the formal items of business, I will report on pastBank of Commerce Holdings’ 2016 performance and future prospects.provide some comments on its future.

At the Annual Meeting, you will be asked to elect the slate of directors, to ratify the appointmentselection of the Company’s independent accountantsregistered public accounting firm for 2014,2017 and to considervote in an advisory non-binding vote(non-binding) capacity on thea resolution approving compensation of the Company’s named executive officers. This mailing includes the formal notice of the Annual Meeting and the Proxy Statement. The Proxy Statement describes in greater detail the business that we will conductbe conducted at the Annual Meeting, and our 2013 Form 10-K and Annual Report provide financialMeeting. Financial results and information about Bank of Commerce Holdings and its subsidiaries.subsidiaries can be found in the 2016 Form 10-K and Annual Report, which accompanies this Proxy Statement.

Please vote promptly by telephone, internet or mail regardless of whether or not you plan to attend the meeting. You may later decide to vote in person at the meeting if you are a shareholder of record, or you may revoke your proxy or voting instructions for any other reason before your shares are voted. Your vote is important.

WeI look forward to seeing you at the meeting.

Sincerely,

/s/ Randall S. Eslick

Randall S. Eslick

President and Chief Executive Officer

Bank of Commerce Holdings & Subsidiaries

This TheaccompanyingProxy Statement and the accompanying form of proxy are first being mailed to shareholders on or about April 10, 20145, 2017.

Bank of Commerce Holdings

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

At our 2014The 2017 Annual Meeting weof Shareholders of Bank of Commerce Holdings (the “Company”) will ask be held at the date, time and place noted above. At the 2017 Annual Meeting,you to:will be asked to:

If you were a shareholder of record as of the close of business on Monday,Friday, March 31, 2014,24, 2017, you are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. ThisThe accompanying Proxy Statement and the accompanying form of proxy are first being mailed to shareholders on or about Thursday,Wednesday, April 10, 2014.5, 2017.

Whether or not you plan to attend the Annual Meeting,please grant avote promptly by telephone or over the internet. Alternately, you may complete and mail the enclosed proxy card (please allow ten business days for your proxy card to vote your shares in one of three ways: via telephone, internet or mail.be processed). Instructions regarding telephone and internet voting are included on the proxy card. The telephone number to vote by phone is (855) 601-5121 and the address to vote by internet is https://www.rtcoproxy.com/boch. Have your proxy card in hand. If you choose to vote by mail, please mark, sign and date the proxy card and return it in the enclosed envelope. Your proxy may be revoked at any time before it is exercised as explained in the Proxy Statement. Returning your proxy card will not limit your rights to attend or vote at the Annual Meeting.

By Order of the Board of Directors,

/s/ David H. Scott

David H. Scott
Corporate Secretary Bank of Commerce Holdings

Redding, California
Dated: April 10, 20145, 2017

TABLE OF CONTENTS

Page

Bankof Commerce Holdings

1901 Churn Creek Road
Redding, California 96002
(530) 722-3939

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Notice of Internet Availability:The Bank of Commerce Holdings Proxy Statement for the 20142017 Annual Meeting of Shareholders being held on Tuesday, May 20, 201416, 2017 and the Annual Report to Shareholders (which includes the Annual Report on Form 10-K for the fiscal year ended December 31, 2013)2016) are available on the internet at http://www.cfpproxy.com/6562.www.proxyvote.com.

Whydid you send me this Proxy Statement?

The Board of Directors (the “Board”) of Bank of Commerce Holdings (the “Company”) is soliciting proxies from its shareholders to be used for voting at the Annual Meeting of Shareholders on Tuesday, May 20, 201416, 2017 (the “Annual Meeting”). This Proxy Statement (the “Proxy Statement”) summarizes the information you need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card or use the convenient telephone or internet voting method as described in the proxy card. In this Proxy Statement, “us,” “we”card or “our” refercomplete, sign and return the enclosed proxy card (please allow ten business days for your proxy card to the Company.be processed).

Along with this Proxy Statement, weyou are also sending you our 2013 Annual Report on Form 10-K (“Form 10-K”) and 2013being sent the 2016 Annual Report (“Annual Report”), which includes Form 10-K for the fiscal year ended December 31, 2016 (“Form 10-K”).

Whois entitled to vote?

Shareholders of record at the close of business on Monday,Friday, March 31, 201424, 2017 (the "Record Date"“Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the close of business on the Record Date, the Company had 13,630,07713,442,092 shares of common stock ("(“Common Stock"Stock”) outstanding and entitled to vote. The Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series B issued to the U.S. Treasury in connection with the Small Business Lending Fund carries no voting rights with respect to any matter to be acted upon at the Annual Meeting.

There are two types of ownership of the Company’s Common Stock.Stock: (i) registered and (ii) beneficial ownership through third-party nominees. A significant percentage of the Company’s shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own names. As summarized below, there are some differences between the two types of ownership.

Shareholders of Record.Registered Owners. If yourRegistered owners hold their shares are registered directly in your nametheir own names with the Company’s transfer agent, RegistrarBroadridge Financial Solutions, Inc. (“Broadridge”), and Transfer Company, yousuch registered owners are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent to you directly by us.such shareholders directly. As the shareholder of record, you havea registered holder has the right to grant yourvote his, her, or its shares directly (via telephone or internet voting, by granting a voting proxy directly to the Company, or to voteby voting in person at the Annual Meeting. We have enclosed a proxy card for you to use.Meeting).

Beneficial Owner.Owners. If yourBeneficial owners hold their shares are held inthrough a stock brokerage account or by a bank or otheranother nominee you(“Nominee”). Shares beneficially owned are considered the beneficial owner of sharessometimes referred to as being held in “street name,name.” and these proxy materials are being forwarded to you by your broker or nominee whoEach Nominee (rather than the shareholder) is considered, with respect to those shares, the shareholder of record. In that case, these proxy materials are being provided to you indirectly through your Nominee. As the beneficial owner, you have the right to direct your broker, bank or other nomineeNominee on how to vote.vote your shares. Your broker or nomineeNominee has enclosed a voting instruction card for you to use in directing your broker or nominee as to how to vote your shares.providing such direction.

Brokers cannot vote on behalf of beneficial ownersstreet name shares on “non-routine” proposals (knownunless directed to do so by you. Shares that are not voted due to this limitation are known as broker non-votes).“broker non-votes.” Generally, broker non-votes occur when street name shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting powerauthority to vote such shares.

If your shares are held in street name and you do not submit voting instructions to your broker, your broker may vote your shares at this meeting on the ratification of the appointmentselection of the independent registered public accounting firm only. If no instructions are given with respect to the election of directors or approvalresolution to approve the compensation of the (non-binding) resolution on executive compensation,officers named in the “Executive Compensation – Compensation Discussion and Analysis” section of this Proxy statement (the “named executive officers”), your broker cannot vote your shares on these proposals.

Whatconstitutes a quorum?

The presence in person or by proxy of the holders of a majority of the Company'sCompany’s outstanding shares of Common Stock constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are each included in the determination of the number of shares present and voting for purposes of determining the presence of a quorum. A broker non-vote, however, is not counted as shares present and entitled to be voted with respect to the matter on which the broker has expressly not voted.

Howmany votes do I have?

Each share of the Company’s Common Stock that you owned as of the Record Date entitles you to one vote except with respect to the election of directors. With respect to the election of directors, each holder of Common Stock may cumulate his, her or its votes and is entitled to as many votes as shall equalequals the number of shares held by such shareholder multiplied by the number of directors to be elected. Such shareholder may cast all of his, her or its votes for a single candidate or may distribute such votes among any or all of the candidates. However, no shareholder shallwill be entitled to cumulate votes (in other words, cast for any candidate a number of votes greater than the number of shares of stock held by such shareholder) unless such candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. An opportunity will be given at the meeting prior to the voting for any shareholder who desires to do so to announce his, her or its intention to cumulate his, her or its votes. The proxy card indicates the number of votes that you have.

Howdo I vote?

Please vote promptly by telephone or over the internet. Alternately, you may complete and mail the enclosed proxy card (please allow ten business days for your proxy card to be processed). Even if you plan to attend the Annual Meeting, it is recommended that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. Written ballots will be passed out to any registered shareholder who wants to vote at the Annual Meeting. If you hold your shares through a Nominee, you must obtain a “Legal Proxy,” executed in your favor, from the Nominee to be able to vote at the Annual Meeting.

By Telephone or Internet: You may cast your vote by telephone or internet (at no cost to you) as indicated on the proxy card. Telephone and internet voting are available 24twenty-four hours per day. If a shareholder votesyou vote by telephone or internet, there is no need to return the proxy card.

The telephone number to vote by phone is (855) 601-5121, and the address to vote by internet is https://www.rtcoproxy.com/boch. Have your proxy card in hand. You will be prompted to vote using the control number provided on your proxy card.

By Mail:

Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign You may cast your vote by mail by completing, signing and datedating the enclosed proxy card and to returnreturning it promptly. Please allow ten business days for your proxy card to be processed.

Returning the proxy card will not affect your right to attend the Annual Meeting and vote.

Shares represented by properly executed proxies that are received prior to the deadline for submitting proxies and that are not revoked in a manner described below will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, the persons named in the proxy will vote the shares represented by the proxy FOR the director nominees listed in this Proxy Statement, FOR the ratification of the appointmentselection of the independent registered public accounting firm, and FOR the advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers (the “named executive officers”). Any proxy given by a shareholder may be revoked before its exercise by:officers.

In Person at the Annual Meeting:

Howdo I change my vote?vote or revoke my proxy?

Only shareholdersShareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.Meeting and may change their votes as described below.

If you voted by telephone or internet: If you vote by telephone or internet, you may change your vote until the telephone or internet polls close; theclose. The final vote is the one that will count.

Registered Owners who voted by mail: If you fill out and submit the proxy card, you may change your vote at any time before the vote is conducted at the Annual Meeting. YouMeeting by:

Beneficial Owners who voted by mail: Contact your broker or other Nominee for instructions to determine when and how changes to your vote may notify the Company’s Corporate Secretary in writing before the Annual Meeting that you have revoked your proxy. You may also attend the Annual Meeting and vote in person.be submitted.

Any proxy given by a shareholder may be revoked before its exercise by:

Willmy shares be voted if I do not sign and return my proxy card?

If your shares are registered in your name and you do not vote by telephone or internet, if you do not return your signed proxy card, or if you do not vote in person at the Annual Meeting, your shares will not be voted.

If your shares are held in street name and you do not submit voting instructions to your broker, your broker may vote your shares at this meeting on the ratification of the appointmentselection of the independent registered public accounting firm only. If no instructions are given with respect to the election of directors or approval of the advisory (non-binding) resolution onto approve compensation of the named executive compensation,officers, your broker cannot vote your shares on these proposals.

Whatvote is required to approve each proposal?

Proposal1: Elect the SlateElection of DirectorsDirectors.

The nominees for director who receive the most affirmative votes will be elected. If you do not vote for a particular nominee or you indicate "Withhold Authority"“Withhold” to vote for a particular nominee on your proxy card, your vote will not count "For"“For” or "Against"“Against” the nominee.

Proposal2: Ratify the selection of Moss Adams, LLP as ourthe Company’s independent registered public accounting firm for 20142017.

The affirmative vote of a majority of votes cast at the Annual Meeting on this proposal is required to ratify the selection of the Company’s independent registered public accountants.accounting firm. Abstentions will have no effect on the outcome of the proposal.

Proposal3: AdvisoryVote in an advisory (non-binding) Resolutioncapacity on Executive Compensationa resolution approving compensation of the Company’s named executive officers.

We are asking ourIn 2013, on an advisory basis, the Company’s shareholders voted to approvetake advisory votes on executive compensation on an annual basis. The Company has followed the guidance of its shareholders and annually requests the approval on an advisory (non-binding) basis of the compensation of ourits named executive officers as disclosed in this Proxy Statement.the Company’s annual proxy statement. Detailed information about the compensation of ourthe named executive officers is included in the section entitled “Information on Director and “Executive Compensation” and “CompensationCompensation – Compensation Discussion and Analysis.Analysis.”

OurThe Company’s executive compensation programs are designed (i) to attract and retain well-qualified executives, (ii) to link executive officer compensation to the Company’s financial performance, and (iii) to reward executive officers for creating shareholder value. We believe ourThe Company believes its executive compensation programs achieve these objectives.

The affirmative vote of a majority of votes cast at the Annual Meeting on this proposal is required to approve the advisory (non-binding) resolution on the compensation of the Company’s named executive officers. OurThe Board and Executive Compensation Committee (“Executive Compensation Committee”) value the opinions of ourthe shareholders and will consider the outcome of the vote when making future compensation decisions regarding our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Whatare the Board’s recommendations?

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote as recommended by the Board. The Board recommends a vote:

"For" the election of all nominees for director;

“For” the ratification of the selection of Moss Adams, LLP as our independent public accountants for 2014; and

“For” the non-binding

●

“For” the election of all nominees for director;

●

“For” the ratification of the selection of Moss Adams, LLP as the Company’s independent registered public accounting firm for 2017; and

●

“For” the advisory (non-binding) resolution approving named executive officer compensation as disclosed in this Proxy Statement.

If any other matter is presented at the Annual Meeting, your proxy holder will vote in accordance with the recommendation of the Board or, if no recommendation is given, in accordance with his or her best judgment. At the time this Proxy Statement went to press, wethe Company knew of no matters to be acted upon at the Annual Meeting other than those discussed in this Proxy Statement.

What areWhopays the costs of soliciting these Proxies?proxies?

The expense of printing and mailing proxy materials, including this Proxy Statement, the accompanying form of proxy, the Form 10-K and the Annual Report, will be borne by the Company. In addition to the solicitation of proxies by mail, certain directors, officers and other employees of the Company may solicit proxies in person or by personal interview, telephone, facsimile or facsimile.email. No additional compensation will be paid to such persons for such solicitation.solicitations. The Company will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of the Company'sCompany’s Common Stock. We haveThe Company has contracted with Registrar and Transfer Company and Broadridge Financial Solutions, Inc. to assist us in the distribution of materials and tabulation of the results.

Howdo I obtain a Form 10-K and/or an Annual Report?

The Company’s audited consolidated financial statementsbalance sheets for the yearyears ended December 31, 20132016 and 2015 and consolidated statements of income and cash flows for the years ended December 31, 2016, 2015 and 2014 are part of the Company'sCompany’s Form 10-K which accompanies this Proxy Statement.

Additional copies of the Form 10-K and Annual Report may be obtained for no cost upon written request to Samuel D. Jimenez, Executive Vice President and Chief Operating Officer / Chief Financial Officer at the Company's administrative offices,Bank of Commerce Holdings, Attention:Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002 and are also available on our the Company’swebsite at www.bankofcommerceholdings.com.www.bankofcommerceholdings.com.

The Securities and Exchange Commission (the “SEC”) maintains an internet site athttp://www.sec.gov that includes the Company’s SEC filings. Access to the Company’s Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K, and Section 16 reports by Company insiders are available free of charge as soon as they are filed with the SEC.

Interestsof directors, nominees and named executive officers in matters to be voted upon

No directors, nominees, or named executive officers of the Company have a personal interest in the matters to be voted upon in this election other than, for directors, their desire to continue serving as directors. The vote respecting approval of named executive officer compensation is non-binding, and a vote denying approval would not directly affect named executive officer compensation but would be considered in future compensation decisions by the Board and the Executive Compensation Committee.

VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

Shareholders of record at the close of business on Friday, March 24, 2017, which is the Record Date, are entitled to notice of and to vote at the Annual Meeting. As of the close of business on the Record Date, the Company had 13,442,092 shares of its Common Stock outstanding and entitled to vote.

Each share of the Company’s Common Stock that you owned as of the Record Date entitles you to one vote except with respect to the election of directors. With respect to the election of directors, each holder of Common Stock may cumulate his, her or its votes and is entitled to as many votes as equals the number of shares held by such shareholder multiplied by the number of directors to be elected. Such shareholder may cast all of his, her or its votes for a single candidate or may distribute such votes among any or all of the candidates. However, no shareholder will be entitled to cumulate votes (in other words, cast for any candidate a number of votes greater than the number of shares of stock held by such shareholder) unless such candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. An opportunity will be given at the meeting prior to the voting for any shareholder who desires to do so to announce his, her or its intention to cumulate his, her or its votes. The proxy card indicates the number of votes that you have.

The following table shows, as of February 28, 2014,March 1, 2017, the amount of Company Common Stock directly owned (unless otherwise indicated) by:

We have

The Company has determined beneficial ownership in accordance with the rules of the SEC which has defined beneficial ownership to mean more than ownership in the usual sense.SEC. In general, beneficial ownership includes (i) securities over which a director or executive officer is deemed to have voting or investment control, either directly or indirectly, and (ii) stock options or other rights that are exercisable currently or become exercisable within 60sixty days of February 28, 2014.March 1, 2017. Except as otherwise noted, we believethe Company believes that the beneficial owners of the shares listed below, based on information furnished by such owners, have or share with a spouse voting and investment power with respect to the shares.

5%FivePercent Shareholders

Committees: Mr. Gibson presently serves on the Long-Range Planning Committee of the Board. He also serves the Redding Bank of Commerce board as Chairman of the CRA Committee and as a Senior Executive with another California independent financial institution,member of the ALCO and from 1975 to 1986, he served in lending at a large regional financial institution.Technology committees.

Robert N. RoweJon W. Halfhide, CPA, 39, served as Senior Vice President

Mr. Halfhide, 59, has been a director of Redding Bank of Commerce since July 2005 and Chief Risk Officer of the Company fromsince 2006. He was appointed Vice Chairman of the Board in February 2013.

Business Experience: Mr. Halfhide is currently a health care consultant and serves on the board of directors and on the Investment and Audit Committees of Shasta Regional Community Foundation. From January 20142000 to March 2014, at which time he resigned fromJanuary 2013, Mr. Halfhide served as president of Dignity Healthcare North State Service Area and St. Elizabeth Community Hospital. He has twenty-eight years of management experience with Dignity Healthcare and has served in the Company to pursue other career opportunities. From March 2012 until January 2014, Mr. Rowe was Senior Vice Presidentcapacity of Controller, Chief Financial Officer and Chief CreditExecutive Officer with Dignity Health North State. Mr. Halfhide also served on the non-profit board of directors of Mercy Foundation North and Catholic Healthcare West North State and the non-profit board of directors of the Company.Tehama County Economic Development Corporation. Mr. Rowe joinedHalfhide’s vast experience as a certified public accountant, his knowledge of running a health care facility, his designation as an audit committee financial expert, and his involvement in community activities make his continued service to the Board a valuable asset.

Other Public Company in July 2011Directorships: None.

Committees: Mr. Halfhide serves as Senior Vice President Credit Administrator.Chairman of the Executive Compensation Committee. He also serves on the Audit Committee and meets the criteria of an audit committee financial expert under SEC regulations. Mr. Rowe has over twelve yearsHalfhide serves on the Executive and Long-Range Planning committees of financial services expertise. Prior to joining the Company, he wasBoard, is Chairman of the Redding Bank of Commerce ALCO Committee, and is a commissioned examiner withmember of the Federal Deposit Insurance Corporation from September 2008 to June 2011.Redding Bank of Commerce Technology Committee.

Linda J. Miles, 60,

Ms. Miles, 63, has been a director of Redding Bank of Commerce since July 2013 and of the Company since May 2014.

Business Experience: Ms. Miles served as Executive Vice President and Chief Operating Officer of the Company and Redding Bank of Commerce from May 2009 until her retirement in February 2013. From January 1996 to April 2009, she served as Executive Vice President and Chief Financial Officer of the Company. From October 1989 to December 1995, she served as Senior Vice President and Chief Financial Officer of the Company. Before joining the Company, Ms. Miles was Senior Vice President and Chief Financial Officer at another California independent financial institution. Ms. Miles served as a director of Bank of Commerce Mortgage from May 2009 until the company was sold in 2012. In July 2013, Ms. Miles was appointed as a director of Redding Bank of Commerce.

Robert C. Oberg, 53,served as Senior Vice President and Chief Risk Officer of the Company from March 2009 to October 2013 when he resigned from the Company to pursue other career opportunities. Prior to joining the Company, Mr. Oberg served as Chief Risk Officer for the Federal Home Loan Bank of Dallas and Senior Vice President Credit Risk for GMAC Global Finance. Mr. Oberg began his banking career in 1984 with the Office of the Comptroller of the Currency and has over twenty years of COSO and Basel risk-management experience. Mr. Oberg was responsible for the identification, assessment, and management of risk throughout the organization. Mr. Oberg was also responsible for risk quantification and modeling, and he oversaw Redding Bank of Commerce’s Compliance, Audit, Loan Review, Fraud, and BSA functions.

Directors of the Company

Information regarding each of the current directors and director nominees is provided below, including each nominee’s name, age as of the Record Date, the year first elected a director of the Company, principal occupation, and public company directorships during the past five years. There are no family relationships among any of our directors or executive officers, nor are any of the corporations or organizations referenced in the biographical information below a parent, subsidiary or affiliate of the Company. All directors of the Company currently serve as directors of Redding Bank of Commerce (“Redding Bank of Commerce”). Directors generally are appointed to serve on the Redding Bank of Commerce board for a one-year term prior to being eligible for election to the Company’s Board.

Orin N. Bennett

Mr. Bennett, 65, has been a director of Redding Bank of Commerce since September 2005 and of the Company since 2006.

Business Experience: Mr. Bennett is a registered Civil Engineer in California and Oregon. In 2008, he founded Bennett Engineering Services in Roseville, California which provides engineering services to cities, counties and special districts primarily in Northern California. Mr. Bennett also owns Bennett West Roseville LLC and is a partner in each of BD Properties, LLC and Portola 192, LLC, which are each real estate investment companies. Mr. Bennett was employed by the international engineering firm of CH2M Hill from 1974 to 1980 prior to forming his own business. Mr. Bennett’s knowledge of the Sacramento/Roseville market and his real estate experience provide valuable insight of the existing opportunities for a community bank to provide its services and operations and make his continued service to the Board a valuable asset.

Other Public Company Directorships: None.

Committees: Mr. Bennett serves on the Executive, Executive Compensation, Nominating and Corporate Governance, and Long-Range Planning committees of the Board. He also serves as Chairman of the Redding Bank of Commerce Loan Committee.

Gary R. Burks

Mr. Burks, 59, has been a director of Redding Bank of Commerce since June 2007 and of the Company since 2008.

Business Experience: Mr. Burks has been Vice President and General Manager of Foothill Distributing Company, Inc. (an Anheuser-Busch wholesale company) in Redding since October 1991 and has twenty years of experience on its board. He served as president of Redding Rotary from 1991 to 1992, and he was an Executive Board member of the Redding Chamber of Commerce from 1985 to 1991. Mr. Burks’ experience in running a large-scale company and his involvement in many academic and community activities make him a valuable member of the Board.

Other Public Company Directorships: None.

Committees: Mr. Burks serves as Chairman of the Nominating and Corporate Governance Committee and also serves on the Audit, Executive Compensation and Long-Range Planning committees of the Board.

Randall S. Eslick

Mr. Eslick, 56, has been a director of the Company and Redding Bank of Commerce since November 2013.

Business Experience: Please see above in “Executive Officers of the Company.” Mr. Eslick joined the Company in 2001. He serves on the board of directors of River Oak Center for Children and is its former Chairman. His experience with the Company, extensive career in banking, and reputation in the community make him a valuable member of the Board.

Other Public Company Directorships: None.

Committees: Because Mr. Eslick is an employee of the Company and is therefore not independent, he is not a member of any Company committee, but he is an invited guest at all committee meetings. Mr. Eslick presently serves on the ALCO, CRA, Loan, and Long-Range Planning committees of Redding Bank of Commerce.

Joseph Q. Gibson

Mr. Gibson, 66, has been a director of Redding Bank of Commerce since November 2009 and of the Company since 2010.

Business Experience: Mr. Gibson has thirty-seven years of experience in business management. He was a teacher and administrator for Anderson Union High School from 1973 to 2003, and he has been an owner of SFI Insurance, Inc. since 1992. He currently serves on the Anderson Union High School Board, Shasta College Foundation Board, he is Past President of Riverview Golf and Country Club, and he was president of the Anderson Rotary from 2002 to 2003. Mr. Gibson’s extensive experience in the insurance industry as well as his experience working with various organizations involved in academic and community activities make him a valuable member of the Board.

Other Public Company Directorships: None.

Committees: Mr. Gibson presently serves on the Long-Range Planning committee of the Board. He also serves the Redding Bank of Commerce board as Chairman of the CRA Committee and as a member of the ALCO Committee.

Jon W. Halfhide, CPA

Mr. Halfhide, 56, has been a director of Redding Bank of Commerce since November 2005 and of the Company since 2006. He was appointed Vice Chairman of the Board in February 2013.

Business Experience: Mr. Halfhide serves on the board of directors and on the Investment Committee of Shasta Regional Community Foundation. From January 2000 to January 2013, Mr. Halfhide served as president of Dignity Healthcare North State Service Area and St. Elizabeth Community Hospital. He has over thirty years of management experience with Dignity Healthcare and has served in the capacity of Controller and Chief Financial Officer. Mr. Halfhide also served on the non-profit board of directors of Mercy Foundation North and Catholic Healthcare West North State and the non-profit board of directors of the Tehama County Economic Development Corporation. Mr. Halfhide’s vast experience as a certified public accountant, his knowledge of running a health care facility, his designation as an audit committee financial expert, and his involvement in community activities make his continued service to the Board a valuable asset.

Other Public Company Directorships: None.

Committees: Mr. Halfhide serves as Chairman of the Executive Compensation Committee. He also serves on the Audit Committee and meets the criteria of an audit committee financial expert under the SEC rules. Mr. Halfhide serves on the Executive and Long-Range Planning committees of the Board and is Chairman of the Redding Bank of Commerce ALCO Committee.

Linda J. Miles

Ms. Miles, 60, has been a director of Redding Bank of Commerce since July 2013 and is a director nominee at the Company’s 2014 Annual Meeting.

Business Experience: Please see above in “Executive Officers of the Company.” Ms. Miles’ institutional knowledge, community banking experience and extensive history with the Company make her a valuable member of the Board.

Other Public Company Directorships: None.

Committees: Ms. Miles is not currently a directorserves on the Long-Range Planning Committee of the Company and therefore is not a member of any Company committee.Board. As a director of Redding Bank of Commerce, Ms. Miles serves on the ALCO and CRA committees and is Chairwoman of the Technology Committee.

David H. Scott,CPA

Mr. Scott, 70,73, has been a director of Redding Bank of Commerce since April 1997 and of the Company since May 1997.

Business Experience: Mr. Scott is athe founding partner of D.H. Scott & Company, LLP, a public accounting firm, which is a position he has held since June 1986. He also serves on the non-profit Economic Development Corporation of Shasta County and the Shasta Historical Society. Mr. Scott’s experience in public and private business, his extensive experience in the field of public accounting and his vast experience working with various organizations in many aspects of the financial process offers a valuable perspective to ourthe Board.

Other Public Company Directorships: None.

Committees: Mr. Scott serves as Chairman of the Audit Committee and as a member of the Executive and Long-Range Planning committees of the Board. The Board has determined that Mr. Scott meets the criteria of an audit committee financial expert under SEC rules.regulations. Mr. Scott also serves as the Corporate Secretary of the Company. Mr. Scott is a member of the ALCO and Loan Committeescommittees of Redding Bank of Commerce.

Karl L. Silberstein, CPA

Mr. Silberstein, 60, has been a director of Redding Bank of Commerce and the Company since June 2016.

Business Experience: Mr. Silberstein is a certified public accountant with thirty-eight years of combined professional experience in public accounting and financial executive leadership. He is currently Senior Vice President, Financial Operations at Dignity Health, a healthcare company with $12 billion in annual revenue. He also serves as staff to its Audit Committee. Mr. Silberstein’s experience on numerous other corporate and non-profit boards including roles as chair and president make him a valuable addition to the Board.

Other Public Company Directorships: None.

Committees: Mr. Silberstein serves on the Audit and Long-Range Planning committees of the Board.

Terence J. Street

Mr. Street, 59,62, has been a director of Redding Bank of Commerce since August 2012 and of the Company since the 2013 annual meeting.May 2013.

Business Experience: Mr. Street is the general manager of the general contracting division of Clark Pacific and is the past President of Roebbelen Contracting, Inc. located in El Dorado Hills, California. Mr. Street also serves as Chairman of the Board of United Business Bank and serves on the non-profit board of directors of Mercy Foundation Sacramento and of Cristo Rey High School. He was formerly with the Catholic Foundation of the Sacramento Dioceses. He is also a past director of United Labor Bank and the Construction Employers’ Association and is past Chairman of the Board of Trustees of Jesuit High School. Mr. Street’s business acumen, integrity, leadership and knowledge of the Sacramento market as well as his community service make him a valuable member of the Board.

Other Public Company Directorships: None.

Committees: Mr. Street serves on the Audit, Long-Range Planning, and Nominating and Corporate Governance committees of the Board. He also serves on the Loan Committee of Redding Bank of Commerce.

Lyle L. Tullis

Mr. Tullis, 64,67, has been a director of Redding Bank of Commerce and the Company since May 2003. Mr. Tullis was appointed Chairman of the Board of the Company and Redding Bank of Commerce in February 2013.

Business Experience: Since February 1976, Mr. Tullis has served as president of Tullis Inc., a general engineering construction company. His company specializes in public works projects that include grading and paving. Mr. Tullis is the past District Chairman of the Eureka and Shasta Districts of the Associated General Contractors of California. Mr. Tullis’ extensive business experience, which includes project financing, budgets, bidding and oversight of the final project, and his involvement in local community activities make him a valuable member of ourthe Board.

Other Public Company Directorships: None.

Committees: Mr. Tullis serves as Chairman of the Executive Committee, Chairman of the Long-Range Planning Committee, and is a member of the Audit, Executive Compensation, and Nominating and Corporate Governance committees of the Board. He is also a member of the ALCO and Loan committees of Redding Bank of Commerce.

DIRECTORCOMPENSATION

Annual Compensation

Compensation paid to non-employee directors consists of cash (in the form of a monthly retainer and meeting fees) and, when authorized, equity (in the form of stock option grants). Directors may defer fees in accordance with the 2013 Directors’ Deferred Compensation Plan.

The Executive Compensation Committee is responsible for all matters related to directors’ compensation in connection with reviewing and establishing or recommending non-employee director compensation to the Board. Generally, the Executive Compensation Committee will review the amount of director compensation at least annually. For purposes of establishing director compensation, the Executive Compensation Committee evaluated directors’ compensation as compared to detailed public company information provided by consulting firm McLagan, which provides compensation consulting, operational benchmarking and best practice research across the financial industries.

A director who is an officer/employee of the Company or of a subsidiary does not receive additional compensation for his or her membership on the Board.

Monthly Retainer and Meeting Fees

During 2016, each independent director received a monthly retainer of $800, the Chairman of the Board received an additional $1,200 per month, and the Chairman of the Audit Committee received an additional $1,000 per month. In addition, meeting fees were paid as follows: $800 per board meeting, $775 per committee meeting for the Chairman of the respective committee, and $400 per committee meeting for non-Chairman committee members.

Equity Compensation

In 2007, the Company adopted the 2008 Stock Option Plan, which was amended and restated in 2010 and 2012 and is now known as the Amended and Restated 2010 Equity Incentive Plan (the “2010 Equity Plan”). The 2010 Equity Plan allows for the grant of nonqualified stock options to directors. The Executive Compensation Committee believes that, as part of director compensation, directors should have an opportunity to receive grants of equity awards; therefore, non-employee directors are eligible to receive awards under the Company’s 2010 Equity Plan.

Directors’ Deferred Compensation Plans

The directors’ deferred compensation plan adopted by the Board in 1993 (the “1993 Directors’ Deferred Plan”) is a nonqualified director benefit plan through which the eligible director voluntarily elects to defer some or all of his or her current fees in exchange for the Company’s promise to pay a deferred benefit. The deferred fees are credited with interest under the plan, and the accrued liability is paid to the director upon termination of service. The current interest rate on the 1993 Directors’ Deferred Plan is the Wall Street Journal prime rate in effect on the first business day of January and July plus three percent, with an option to change to ten percent fixed immediately preceding termination of service. As a nonqualified plan, the plan is only available to independent directors without regard to nondiscrimination requirements of qualified plans. The account is segregated from other assets owned by Redding Bank of Commerce only by way of its identification on the books of Redding Bank of Commerce as a liability of Redding Bank of Commerce to the Director. The account is subject to claims of general creditors of Redding Bank of Commerce, and the participants will be general unsecured creditors of Redding Bank of Commerce.

No deferred compensation will be payable to a director until the death, disability, resignation, retirement or removal from office of such director. After a qualifying event as listed in the preceding sentence, all deferred compensation, together with interest, under the 1993 Directors’ Deferred Plan will be paid in accordance with the terms of the 1993 Directors’ Deferred Plan document in one lump sum or by the installment payment method should the director have made such an election.

As of December 31, 2016, the Company’s accrued obligations under the 1993 Directors’ Deferred Plan were $3,209,955. The obligations under the 1993 Directors’ Deferred Plan will continue to accrue interest; however, as of December 31, 2013, no additional deferrals may be made under the 1993 Directors’ Deferred Plan.

The Company’s Board adopted a new directors’ deferred compensation plan in December 2013 (the “2013 Directors’ Deferred Plan”), to be effective beginning January 2014. The terms of the 2013 Directors’ Deferred Plan are virtually identical to those of the 1993 Directors’ Deferred Plan. The interest rate of the 2013 Directors’ Deferred Plan is equal to the Bloomberg 20-year Investment Grade Financial Institutions Index rate (or a similar reference rate selected by the Company if that rate is not published) in effect on the immediately preceding December 31, plus two percent. The 2013 Directors’ Deferred Plan does not include an option to change to ten percent fixed immediately preceding termination of service.

As of December 31, 2016, the Company’s accrued obligations under the 2013 Directors’ Deferred Plan were $539,989.

The following table shows compensation paid to or accrued by non-employee directors during the fiscal year ended December 31, 2016 for service to the boards of the Company and Redding Bank of Commerce.

Director Compensation Table

THEBOARD, BOARD COMMITTEES AND GOVERNANCE MATTERS

CorporateGovernance Guidelines

The Board is committed to sound and effective corporate governance principles and practices. The Board has adopted corporate governance guidelines to provide the framework for the governance of the Company. These guidelines set forth director qualifications and standards of independence and mandate that at least a majority of the Board and all the members of the Audit Committee, Executive Compensation Committee and the Nominating and Corporate Governance CommitteesCommittee meet the criteria for independence as discussed below.

Highlights of ourthe Company’s corporate governance practices are described below. To fulfill its role, the Board, acting directly or through a Board committee, must perform the following primary functions:

In discharging these obligations, directors are entitled to rely reasonably on the honesty and integrity of their fellow directors, the Company’s executive officers, and the Company’s outside advisors and auditors. Directors shallwill be entitled to reasonable directors’ and officers’ liability insurance obtained on their behalf, the benefits of indemnification to the fullest extent permitted by law under the Company’s articles, bylaws and any indemnification agreements, and exculpation as provided by state law and the Company’s articles.

CorporateGovernance Guidelines and Policies

The Board is committed to good business practices, transparency in financial reporting and high standards of corporate governance. The Company operates within a comprehensive plan of corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Board regularly monitors developments in the area of corporate governance. The Board periodically reviews the Company’s governance policies and practices against those suggested by various groups or authorities active in corporate governance and the practices of other companies, as well as the requirements of applicable law, NASDAQ listing standards, and SEC regulations.

Clawback Policy

The Board adopted a Clawback Policy providing for the recovery of incentive compensation in certain circumstances. Under the Clawback Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, and the Board determines that the misconduct of any person who was an executive officer at the time of the misconduct contributed to the non-compliance which resulted in the obligation to restate the Company’s financial statements, the Company will recover compensation from any such current or former executive officer who received incentive compensation (including equity-based compensation) during the one-year period preceding the date of the restatement, based on the erroneous data, in excess of what would have been paid to the executive under the accounting restatement.

Anti-Hedging Policy

The Board has adopted an Anti-Hedging Policy that prohibits the Company’s directors, officers and employees from engaging in a “hedging transaction,” which is generally a transaction that would have the economic effect of establishing a downside price protection in connection with Company Common Stock owned by such person. This type of transaction may create the appearance that the person’s interests are not aligned with those of the Company’s shareholders generally, to the extent that it is designed to hedge or offset against any decrease in the market value of Company Common Stock.

Anti-Pledging and Margin Account Policy

The Board has adopted an Anti-Pledging and Margin Account Policy that prohibits the Company’s directors and executive officers from pledging Company Common Stock as collateral or from holding Company Common Stock in a margin account. This policy was adopted on December 20, 2016 and does not affect any pledges of Company Common Stock that were made prior to that date, except that (i) no such pre-existing pledges may be increased in amount after that date, (ii) no pledges, including pledges made prior to that date, are permitted after December 31, 2018, and (iii) all such pledges must be ended by December 31, 2018 in any event.

Stock Ownership and Retention Guidelines

The Board has approved stock ownership and retention guidelines for its directors and executive officers which are intended to help closely align the financial interests of such persons with those of the Company’s shareholders. Within five years after appointment or election to the Board or five years from December 20, 2016, the date the policy was adopted, whichever is later, each director is expected to acquire and retain shares of Company Common Stock having a market value of at least five times his or her annual cash retainer (exclusive of committee fees). As of March 1, 2017, all but two independent directors have met the ownership guideline.

Similarly, executive officers who are required to file reports pursuant to Section 16 of the Exchange Act are expected, within five years of appointment or five years from December 20, 2016, the date the policy was adopted, whichever is later, to acquire and retain Company shares having a market value equal to at least two times his or her annual base salary. As of March 1, 2017, all but one executive officer to whom the guidelines apply has met the ownership guideline.

Unless a director or executive officer has achieved the applicable guideline level of share ownership, he or she is required to retain an amount equal to fifty percent of the net shares received as a result of the exercise, vesting or payment of any Company equity awards granted to him or her. A director or executive officer must continue to retain such shares for as long as the director or executive officer is subject to the guidelines.

ExecutiveOfficers

The Board recognizes that the actual management of the business and affairs of the Company areis conducted by the Chief Executive Officer and other senior executives under his supervision and that, in performing the management function, the Chief Executive Officer and other senior executives are obliged to act in a manner that is consistent with the oversight functions and powers of the Board and the standards of the Company and to execute any specific plans, instructions or directions of the Board.

Codeof Conduct, Code of Ethics and Corporate Governance Documents

The Board has adopted a Code of Conduct that applies to all of the Company’s directors, officers and staff and a Code of Ethics that applies to the principal executive officer and principal financial officer, or any person serving in that capacity. The Code of Conduct and Code of Ethics embody the Company’s commitment to high standards of ethical and professional conduct. All directors, officers and staff are required to annually certify that they have read and complied with the Code of Conduct. The Code of Conduct consists of basic standards of business practice as well as professional and personal conduct. You may access the Code of Ethics and the current charters of the Audit Committee, Executive Compensation Committee, and Nominating and Corporate Governance Committee, as well as the articles and bylaws, by visiting the Company’s corporate website atwww.bankofcommerceholdings.com or by writing to Bank of Commerce Holdings, Attention: Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002.

Board Leadership Structure and Role in Risk Oversight

The Board is committed to maintaining an independent Board. To that end, it has been the practice of the Company to separateseparates the duties of Chairman and Chief Executive Officer. At this time, theThe Board believes that the separation of duties of Chairman and Chief Executive Officer eliminates any inherent conflict of interest that may arise when the roles are combined and that an independenta non-employee director who is not serving as an executive of the Company can best provide the necessary leadership and objectivity required as Chairman.

Code of Ethics and Corporate Governance Documents

The Board has adoptedultimate authority and responsibility for overseeing risk management of the Company. Some aspects of risk oversight are fulfilled at the full Board level. Additionally, the Board, or a Codecommittee of Ethics that applies to all of our directors, officersthe Board, receives specific periodic reports from executive management on credit risk, liquidity risk, interest rate risk, capital risk, operational risk and staff including our principal executive officereconomic risk. The Audit Committee oversees financial, accounting and principal financial officer, or any person serving in that capacity.internal control risk management. The Code of Ethics embodies our commitment to high standards of ethical and professional conduct. All directors, officers and staff are required to annually certify that they have read and complied with the Code of Ethics. The Code of Ethics consists of basic standards of business practice as well as professional and personal conduct. You may access our Code of Ethicsinternal audit function and the current charters ofindependent registered public accounting firm report directly to the Audit Committee,Committee. The Executive Compensation Committee oversees the management of risks that may be posed by the Company’s compensation practices and Nominating and Corporate Governance Committee, as well as our articles and bylaws, by visiting our corporate website at www.bankofcommerceholdings.com or by writing Bank of Commerce Holdings, Attention: Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002.programs.

Chairman of the Board

The Board appoints one of its independent members to serve as the Chairman of the Board. The offices of Chairman and Chief Executive Officer are not held by the same individual. The Chairman chairs all regular sessions of the Board and, with input from the Chief Executive Officer to the extent appropriate, sets the agenda for Board meetings, subject to the right of each board member to suggest agenda items.

Director Qualifications

The Board must consist of a majority of directors who meet the independence criteria underrequired by applicable law, NASDAQ listing standards, SEC regulations and as adopted by the Board.

Qualifications: A director should possess personal and professional integrity, have good business judgment, and have relevant experience and skills to be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company’s shareholders. Directors should be committed to devoting sufficient time and energy to diligently performing their duties as directors.

Size of Board: The Board annually determines the appropriate sizeexact number of directors shall be fixed from time to time by the Board within the requirements of the Company’s articles and bylaws. In June 2016, the Board determined that the appropriate size of the Board would be ten members.

Selection Process: In accordance with the policies and principles in its articles,charter, the Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”) is responsible for identifying and recommending potential director nominees to the Board for its approval when there is a vacancy on the Board and for each annual meeting of shareholders. The Chairman of the Nominating and Corporate Governance Committee and the Chairman of the Board will extend an invitation to the potential director nominee to join the Board.

Annual Review of Independence and Qualifications: The Nominating and Corporate Governance Committee annually distributes a self-evaluation to the Board members that includes an assessment of each director’s independence and qualifications, as well as assesses the full Board’s and each Committee’s effectiveness. The Board views self evaluation as an ongoing process designed to achieve high levels of Board and committee performance.

Resignation from the Board: An individual director should offer his or her resignation in the event the director’s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board. The Board should consider the continued appropriateness of the director’s membership on the Board under the changed circumstances, and then the Board should determine whether or not to accept the director’s resignation. Also, a director should tender a resignation in the event there is a substantial conflict of interest between the director and the Company or the Board and such conflict cannot be resolved to the satisfaction of the Board.

Retirement from the Board: A director must retire from the Board upon reaching the age of seventy-two (72). At the discretion of the Board, terms may be extended once for a period of one year for specific business needs and in the interest of continuity.

Director Orientation and Continuing Education

All new directors participate in an orientation program during their first year as a director. As part of the orientation, each director receives, a copy of the Directors Policy Manual andamong other materials, copies of the Company’s charterarticles, bylaws, committee charters, policies, and bylaws.the strategic plan. Orientation also includes presentations by senior management to familiarize new directors with ourthe Company’s strategic plans, significant financial, accounting and risk management issues, compliance programs, and conflict policies. Each director is required to review and sign the Company’s Insider Trading Policy and the Company’s Code of Ethics.Conduct. A new director will attend a meeting with the Chief Executive Officer and Chief Financial Officer to be briefed on Board reports, significant financial, accounting and risk management issues, and current and potential projects.

All directors receive annual director education in subjects relevant to the duties of a director, including the study of corporate governance best practices and ethics. The Board requires directors to participate in continuing education programs and reimburses directors for the expenses of such participation. All directors have successfully completed or are in the process of completing the Directors Certification Program sponsored by the California Bankers Association.complete each training course assigned to them each year.

Board Attendance and Annual Meeting Policy

Directors are expected to attend each annual shareholders meeting, all Board meetings and all meetings of committees on which they serve. Directors are expected to devote an adequate amount of time and effort to properly discharge their responsibilities. Information and data are important to the Board’s understanding of the business, and the Company distributes materials to the directors sufficiently in advance of each meeting to permit their review.

The Board held twelve (12)eleven meetings during 2013.2016. All directors attended at least seventy-five percent (75%) of the aggregate number of meetings of the Board and of the committees on which such director serves. AllThe Company does not have a formal policy requiring the attendance of its directors except Mr. Tullis were presentat each annual meeting of the shareholders; however, directors are encouraged to attend. The Company had nine directors at the 2013time of its 2016 annual meeting.meeting, and eight were in attendance.

DIRECTORDIRECTOR INDEPENDENCE;
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DirectorDirector Independence

The Nominating and Corporate Governance Committee has reviewed the applicable legal standards for Board and Board committee member independence and the criteria applied to determine audit committee financial expert status. The Nominating and Corporate Governance Committee has also reviewed a summary of the answers to annual questionnaires completed by each of the directors, which questionnaires include any potential director-affiliated transactions.

The Board has analyzed the independence of each director and nominee and has determined which nominees and members of the Board meet the standards regarding independence required by applicable law, NASDAQ listing standards, and SEC regulations and whether or not each such director nominee is free of relationships that would interfere with the individual exercise of independent judgment. In determining the independence of each director, the Board considered many factors, including any loans to the directors, each of which (i) were made in the ordinary course of business; (ii) were substantially made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Company’s bank subsidiaries;Redding Bank of Commerce; and (iii) did not involve more than the normal risk of collectability or present other unfavorable features. Such arrangements are discussed in detail in the section entitled "Certain“Certain Relationships and Related Transactions."Transactions.”

Based on these standards, the Board has determined that each of the following non-employee directors and director nominees is independent:

Randall S. Eslick, who serves as the President and Chief Executive Officer of the Company, is not independent because he is currently an executive officer of the Company. Linda J. Miles is not independent because she was employed by

All of the Company duringmembers of the past three years.Audit Committee, Executive Compensation Committee, and Nominating and Corporate Governance Committee are independent.

Compensation Committee Interlocks and Insider Participation

During 2013, our2016, the Executive Compensation Committee consisted of Jon W. Halfhide (chairman)(Chairman), Orin N. Bennett, Gary R. Burks and Lyle L. Tullis. During 2013,2016, none of ourthe named executive officers served on the compensation committee (or equivalent body) or board of directors of another entity whose executive officers served on the Executive Compensation Committee of the Board.

Directors’Directors’ Access to Officers, Employees and Independent Advisors

Directors are encouraged to keep themselves informed with regard to the Company and its operations. Directors have full and free access to Company officers and employees. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer, Chief Financial Officer or directly by the director. Directors shallwill use their judgment to ensure that any such contact is not disruptive to the Company’s business operations and shall,will, to the extent that it is appropriate, copy the Chief Executive Officer on any written communications between a director and a Company officer or employee.

Communications with the Board of Directors

The Board has established a process for shareholders and other interested parties to communicate with independent members of the Board or a specific committee. Parties may communicate with the Board by sending a letter to Bank of Commerce Holdings, Attention: Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002.

CertainCertain Relationships and Related Transactions

Policy and Procedures on Related Person Transactions

The Company adopted its Code of EthicsConduct to promote a “tone at the top” of the highest ethical standards within the Company. The Code of EthicsConduct requires all Company personnel immediately to make immediate disclosure ofdisclose situations that might create a conflict of interest, or the perception of a conflict of interest, which include transactions involving entities with which such personnel are associated. The Board recognizes that related-party transactions present a heightened risk of conflicts of interest and/or improper valuation, or the perception thereof. Such transactions, after full disclosure of the material terms to the Board, must be approved by the members of the Board who are not parties to the specific transaction. The Board shallwill determine whether or not the transactions are just and reasonable to the Company at the time of such approval, with those members of the Board, if any, who have an interest in the transaction abstaining. Such procedures are consistent with the terms of California corporate law. The Company has a Regulation O Policy and a Loan Policy relating to loans to insidersits executive officers, directors and other related-party transactions.principal shareholders.

Lending and Other Ordinary Business Transactions

During 2013,2016, almost all of ourthe Company’s directors, as well as some of their respective family members and/or affiliated entities, engaged in loan transactions, and/or had other extensions of credit and/or engaged in other transactions in the ordinary course of business with our banking and mortgage subsidiaries.Redding Bank of Commerce. All of these transactions were on substantially the same terms, including interest rates, collateral and repayment, and other terms, as those available at the time for similar transactions with unrelated parties. None of thesethe loans or credit transactions involvesinvolved more than the normal risk of collectability or presentspresented other unfavorable features.

COMMITTEESOF THE BOARD OF DIRECTORS

The Board has established, among others, a standing Audit and Qualified Legal Compliance Committee, (the “Audit Committee”), an Executive Committee (the “Executive Committee”), an Executive Compensation Committee, and a Nominating and Corporate Governance Committee. All members of these fourthree committees meet the applicable standards of independence defined by theapplicable law, NASDAQ listing standards and SEC regulations. In addition, the members of the Executive Compensation Committee meet the applicable standards of independence defined by IRS regulations. All directors participate in the long-range planning of the Company.

You may access the current charters of the Audit Committee, Executive Compensation Committee, and Nominating and Corporate Governance Committee, as well as the articles and bylaws, by visiting the Company’s corporate website atwww.bankofcommerceholdings.com or by writing to Bank of Commerce Holdings, Attention: Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002.

Information about each committeeof these three committees of the Board, its members who served during 2013,2016, the committee’s purpose and the number of meetings held in 20132016 follows.

* Mr. Gifford was Chairman of the Executive Committee and served on the Audit Committee, the Executive Compensation Committee, and the Nominating and Corporate Governance Committee until his passing in February 2013.

**Mr. Tullis was appointed Chairman of the Executive Committee upon Mr. Gifford’s passing in February 2013.

THENOMINATING AND CORPORATE GOVERNANCE COMMITTEE
AND NOMINATIONS FOR DIRECTOR

The Nominating and Corporate Governance Committee of the Board has been delegated the responsibility to identify, evaluate and recommend for nomination candidates for election as directors. Each of the members of the Nominating and Corporate Governance Committee has been determined to be independent as defined by the SEC rules andapplicable law, NASDAQ listing standards.standards and SEC regulations.

The goal of the Nominating and Corporate Governance Committee’s nominating process is to assist the Company in attracting competent individuals with the requisite management, financial and other expertise who will serve as directors forand act in the best interests of the Company and all its shareholders. The Nominating and Corporate Governance Committee consults with other Board members, the Company’s Chief Executive Officer and other Company personnel in this process. The Nominating and Corporate Governance Committee will consider an individual recommended by a shareholder for nomination as a director provided the shareholder making the recommendation follows the procedures for submitting a proposed nominee’s name and provides the required information described below.

Director Qualifications and the Nomination Process

The Nominating and Corporate Governance Committee regularly reviews the composition of the Board in light of its understanding of the backgrounds, industry, and professional experience and the various communities, both geographic and demographic, represented by the current members. It also monitors the expected service dates of Board members, any planned retirement dates and other anticipated events that may affect a director’s continued ability to serve. The Nominating and Corporate Governance Committee periodically reviews Board self evaluationsself-evaluations and information with respect to the business and professional expertise represented by current directors in order to identify any specific skills desirable for future Board members.

The Board has approved certain minimum standards for first-time director candidates, and the Nominating and Corporate Governance Committee has developed a process for identifying and evaluating first-time nominees in light of these standards and other such factors as the Nominating and Corporate Governance Committee deems appropriate. These standards, and the Nominating and Corporate Governance Committee’s evaluation process, apply to all first-time director nominees, including those nominees recommended by shareholders. This process is based on the Nominating and Corporate Governance Committee’s familiarity with the composition of the current Board, its awareness of anticipated openings and its assessments of desirable talents or expertise.

The Board has approved the following minimum qualifications for first-time nominees for director, including nominees recommended by shareholders, for election to the Company’s Board: (i) a demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role (i.e., chief executive officer, managing partner, president, chief financial officer); (ii) financial literacy or other professional or business experience relevant to an understanding of the Company and its business; and (iii) a demonstrated ability to think and act independently and work constructively in a group environment. The Nominating and Corporate Governance Committee will determine, in its sole discretion, whether or not a nominee meets these minimum qualifications. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant and diverse composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

The Nominating and Corporate Governance Committee also will consider if such candidate meets the independence standards defined by NASDAQ, the SEC rules,regulations and any additional requirements imposed by law or regulation on the members of the Audit Committee, Executive Compensation Committee, and the Nominating and Corporate Governance CommitteesCommittee of the Board.

Following the initial review, the Nominating and Corporate Governance Committee arranges an introductory meeting with the candidate and the Company’s Chief Executive Officer, Chairman of the Board, and in some cases with additional directors, to determine the candidate’s interest in serving on the Board.

The Nominating and Corporate Governance Committee, together with several members of the Board and the Chief Executive Officer, then conducts a comprehensive interview with the candidate. The individualcandidate will be asked to provide the information required to be disclosed in the Company’s proxy statement.

Assuming a satisfactory conclusion to the process outlined above, the Nominating and Corporate Governance Committee then presents the candidate’s name to the Board for election as a director.

Director Nominations by Shareholders

A shareholder who wishes to submit an individual’s name for consideration by the Nominating and Corporate Governance Committee for nomination as a director of the Company at the 20152018 annual meeting must deliver such nomination to the Company’s Corporate Secretary no later than November 28, 2014December 5, 2017 and provide (i) the shareholder’s name, address and the number of shares of the Company’s Common Stock beneficially owned by the shareholder; (ii) the name of the proposed nominee and the number of shares of the Company’s Common Stock beneficially owned by the nominee; (iii) sufficient information about the nominee’s experience and qualifications for the Nominating and Corporate Governance Committee to make a determination about whether or not the individual would meet the minimum qualifications for directors; and (iv) such individual’s written consent to serve as a director of the Company, if elected. The Nominating and Corporate Governance Committee has the right to request, and the shareholder will be required to provide, such additional information with respect to the shareholder nominee as the Nominating and Corporate Governance Committee may deem appropriate or desirable to evaluate the proposed nominee in accordance with the nomination process described above, including the information about the proposed nominee that is required to be disclosed by the Company in its proxy statement under Regulation 14A of the Exchange Act.

INFORMATION ON DIRECTORCOMPENSATION DISCUSSION AND EXECUTIVE COMPENSATION

Executive CompensationANALYSIS

Compensation Discussion and Analysis 

This Compensation Discussion and Analysis describes ourthe Company’s executive compensation philosophy and objectives. The tables that follow present the compensation paid in 2013for 2016 to ourthe Company’s named executive officers. When we referFor 2016, the Company had only four named executive officers rather than five, as typically disclosed under SEC regulations, because there are only four executive officers who perform a policy-making function for the Company.

NamedExecutive Officers of the Company

The following table and narrative sets forth information with respect to the named executive officers we meanof the following seven individuals:Company, including their ages and employment history for at least the last five years.

Randall S. Eslick,59,has served asPresident and Chief Executive Officer of the Company since November 2013. Immediately prior, he served as Regional President of Roseville Bank of Commerce (now known as Sacramento Bank of Commerce, a division of Redding Bank of Commerce) from December 2005 to November 2013. From 2002 until December 2005, Mr. Eslick served as Senior Vice President and Regional Manager of Roseville Bank of Commerce. Mr. Eslick joined the Company in March 2001 as Senior Vice President and Commercial Loan Officer. Mr. Eslick was appointed to the Board of the Company and to the board of directors of Redding Bank of Commerce in November 2013 when he assumed the role of President and Chief Executive Officer (our Principalof the Company. As the Chief Executive Officer)Officer and a director, Mr. Eslick serves as the primary liaison between the Board and management and as the executive officer with overall responsibility for executing the Company’s strategic plan.

Samuel D. Jimenez,James A. Sundquist, 62, has served as Executive Vice President, Chief Operating Officer / Chief Financial Officer (ourand Principal FinancialAccounting Officer of the Company since December 2014. Prior to joining the Company, Mr. Sundquist had been retired since 2008. Mr. Sundquist has worked at several independent California financial institutions over the course of his career, and Accounting Officer)

Patrick J. Moty,his title from 1998-2007 was Executive Vice President andRegional President, Redding Bank of Commerce

Robert J. O’Neil,Senior Vice President and Regional President, Sacramento Bank of Commerce (formerly Roseville Bank of Commerce)

Robert N. Rowe,Senior Vice President and Chief Risk Officer⁽¹⁾

Linda J. Miles,Financial Officer. From 1996-1998, he served as Executive Vice President and Chief Operating Officer,⁽²⁾

Robert C. Oberg, from 1984-1995 he served as Senior Vice President and Chief RiskFinancial Officer,⁽³⁾ and from 1979-1983 he served as Vice President and Controller. Prior to his bank service, Mr. Sundquist was employed as a certified public accountant at an international public accounting firm from 1977-1979.

Please see the section titled “Information aboutSamuel D. Jimenez, 52,has served as Executive OfficersVice President and Directors – Executive OfficersChief Operating Officer of the Company” forCompany since December 2013. Mr. Jimenez has served the Company in multiple capacities since 2003. He served as the Chief Financial Officer and Principal Accounting Officer of the Company from May 2009 to December 2014. He was promoted from Senior Vice President to Executive Vice President in March 2011, and in December 2013 was also appointed Chief Operating Officer. Prior to becoming Chief Financial Officer, he served as Vice President and Director of Risk Management of Redding Bank of Commerce beginning in September 2003 and was promoted from Vice President to Senior Vice President in February 2006. Mr. Jimenez was a full explanation regardingFederal Deposit Insurance Corporation Examiner from 1992 to 2003. Mr. Jimenez is a certified public accountant. Mr. Jimenez also serves as Assistant Corporate Secretary of the named executive officersCompany.

Robert H. Muttera, 63, has served as Executive Vice President and Chief Credit Officer of the effective datesCompany since January 2014. Mr. Muttera served as Executive Vice President and Chief Credit Officer with several other California independent financial institutions from 2012-2013, 2000-2005 and from 1983-2000. He served as Senior Vice President at a commercial real estate advisory firm from 2006-2012, as Vice President and Senior Commercial Loan Officer of their respective positions.a California independent financial institution from 1979-1983, and as Senior Accountant and Certified Public Accountant at an international public accounting firm from 1975-1979.

NamedExecutive Officer Compensation

Strategic Role of Executive Compensation Committee

In 2013, on an advisory basis, the Company’s shareholders voted to take advisory votes on named executive officer compensation on an annual basis. The Company has followed the guidance of its shareholders and annually requests the approval on an advisory (non-binding) basis of the compensation of named executive officers.

The Executive Compensation Committee evaluates the Company’s executive compensation programs in light of market conditions, shareholder views, and governance considerations and makes changes as appropriate. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and under Section 14A of the Exchange Act, the Company held an advisory vote on the compensation of its named executive officers (the “say-on-pay proposal”) at the 2016 annual shareholders meeting. The Company’s shareholders approved the compensation of named executive officers with eighty-four percent of shareholder votes cast in favor of the say-on-pay proposal. As the Executive Compensation Committee evaluated the Company’s compensation programs in 2016, it took into account the shareholders’ vote of confidence in the named executive officer compensation program as described below to ensure a continued link of pay to performance.

The Board of the Company strives to ensure that its compensation programs and practices are consistent with the strategic goals and objectives of the Company and that they maintain the Company’s high standards of effective corporate governance. The Board has appointed the Executive Compensation Committee to play a central role in formulating ourthe Company’s compensation philosophy and programs and in making pay decisions for ournamed executive officers. The compensation programs include elements that are designed specifically for the named executive officers, which include the Chief Executive Officer, Chief Financial Officer and other executives who are or who may become “named executive officers” as defined by Item 402(a) of Regulation S-K.officers.

The Company’s executive compensation philosophy and programs play an important role in achieving the objective of long-term growth in shareholder value. As a guiding principle, we design ourthe Company designs its compensation programs to reward ourits named executive officers for recent performance and to motivate them to achieve strong future performance for the Company and long-term value for our shareholders. All material executive compensation actions taken by the Executive Compensation Committee are ratified by the full Board.

In keeping with ourthe long-term Company goal and our efforts to increase shareholder value and align named executive officer compensation with performance, the Executive Compensation Committee has taken certain actions over the years including:

It is the responsibility of the Executive Compensation Committee to:

NamedExecutiveOfficerCompensation Objectives

To attract and retain talented management with proven skills and experience, the Company must offer a compensation program that compares favorably with those offered by other peer financial and non-financial companies with which we compete for a limited pool of highly qualified executive talent. To sustain our financial performance, the Company believes that we should closely link compensation to our long-term performance and, for those executive officers responsible for business divisions, to the performance of their division.

Based on the Company’s philosophy to link compensation to Company, business, and individual performance, ourthe compensation programs for ourthe named executive officers are built upon three objectives:

NamedExecutiveOfficerCompensation Components

ExecutiveNamed executive officer compensation for 20132016 included the following elements:

Overview of Compensation and Process

Base salaries are generally set for ournamed executive officers annually at the regularly scheduled meetings of the Executive Compensation Committee between the months of DecemberOctober and April.December.

At those meetings, theThe Executive Compensation Committee also reviews and recommends the Short-Term and Long-Term Variable Incentive Award Program award opportunitiesPrograms for the new fiscal year to the Board for approval, reviews and approves awards granted under such programs and reports awards to the Board. The Executive Compensation Committee recommends stock awards for the Company’s named executive officers and certain other eligible employees.officers.

It is the practice of the Executive Compensation Committee to periodically review the history of all the elements of each named executive officer’s total compensation over previous years and compare the compensation of the named executive officersofficer with that of the executive officers in an appropriate market place and industry peer group.

In May 2012,2015, the Executive Compensation Committee contracted with McLagan, a leading performance/rewardengaged consulting firm forMcLagan, which provides compensation consulting, operational benchmarking and best practice research across the financial services industry. The Executive Compensation Committee engaged McLaganindustries, to review compensation for eightits named executive officers atand senior leadership team relative to that of similar financial institutions. McLagan presented the Company and to review director fee compensation, so that totalExecutive Compensation Committee with an analysis of salaries, cash compensation would be at or above the 50^th percentile of the Peer Group when target performance goals are achieved(salary plus cash bonuses), direct compensation (salary plus cash bonuses plus equity/long-term compensation) and at or above the 75^th percentile when maximum performance goals are achieved. Compared to the proxy data, salaries for the top six officers as a group are 8% below the market median. In comparison to our Peer Group, profitability (ROAA, ROAE and efficiency ratio) is at or near the 75^th percentile. Net interest margin and core EPS growth are near the 25^th percentile. total compensation (direct compensation plus retirement benefits plus other compensation).

A summary of the findings indicatefrom the McLagan September 2015 report comparing the 2015 compensation of the named executive officers to estimated 2016 target compensation for the marketindicated that, overall, (i) salaries areand direct compensation at target for named executive officers were within a market competitive range (ii) cash incentive opportunities at target are generally in line withexcept for Mr. Eslick, who remained below market practices, and (iii) the Company’s current practice of granting equity incentives lag the Peer Group.median.

Banks that were selected as the Peer Group had theThe following criteria: total assets of between $580 million and $1.9 billion as of December 31, 2011,financial services companies located in California, Oregon and Washington and satisfactory performance (ROAA > -1%, NPA/Assets < 8.5%). As a result ofrepresented the report, the 2013 Peer Group for compensation and performance purposes consisted of the following financial services companiespeer group (the “Peer Group”): selected by the Company and McLagan in November 2014. The Peer Group was primarily based on total assets relative to the Company’s total assets, geographic locations, performance and business model. The compensation of this Peer Group was used to establish the Company’s 2015 and 2016 named executive officer compensation.

In 2016, the Executive Compensation Committee again engaged McLagan to review compensation for its named executive officers and senior leadership team relative to that of similar financial institutions. A summary of the findings from the McLagan September 2016 report comparing the 2016 compensation of the named executive officers to estimated 2016 target compensation for the marketindicated that salaries, cash compensation and direct compensation at target for named executive officers were collectively within a market competitive range.

Kaiser Federal Financial Group

Oak Valley Bancorp

Heritage Commerce Corp

North Valley Bancorp

American River Bankshares

Pacific Continental Corp

Compensation Objectives

In order to set competitive benchmarks for 20132016 annual and long-term compensation for the named executive officers, the Executive Compensation Committee reviewed data compiled in the compensation report prepared by McLagan report.in September 2015. This data presented Peer Group annual cash, long-term incentive and total compensation amounts as reported in the 2012 annual surveyfilings for those companies’ executive officers whose positions and responsibilities most closely matchmatched those of ourthe Company’s named executive officers. For each named executive officer, position covered by this Proxy Statement, this compensation data was examined for the 25^th, 50^th and 75^th percentile.percentiles. The Executive Compensation Committee used this information to help determine competitive benchmarks for the 20132016 salary and annual cash incentive awards and long-term compensation awards for the named executive officers.

Typically, the Chief Executive Officer makes compensation recommendations to the Executive Compensation Committee with respect to the executive officers who report to him. Such executive officers are not present at the time of these deliberations. The Chairman ofExecutive Compensation Committee solicits input from the entire Board then makes compensation recommendations to review, establish and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation. At a meeting at which the Chief Executive Officer is not present, the Executive Compensation Committee with respect toevaluates the Chief Executive Officer, who is absent from that portionOfficer’s performance in light of these corporate goals and objectives and determines the meeting. TheChief Executive Compensation Committee may accept or adjust such recommendations.

Company and Division Performance 

AtOfficer’s compensation based on the end of the fiscal year, as part of its evaluation of the Company’s annual performance and its determination of the annual incentive awards to our executive officers, the Executive Compensation Committee reviews the Company’s and each division’s financial performance by comparing financial results to the Peer Group using all or a part of the quantitative performance measures listed below:evaluation.

Review of Executive Performance

The Executive Compensation Committee reviews, on an annual basis, each compensation element for each named executive officer. The Executive Compensation Committee takes into account the role and responsibilities, expertise, skills and years of experience of each named executive officer in comparison to competitive salary levels. In addition to the Company financial goals, the Executive Compensation Committee establishes individual objectives for our executive officers. These objectives include individual financial performance goals as well as compliance with Company policies on information security, regulatory compliance, risk management, team building, and other directives mandated by the Board.

The Executive Compensation Committee may, adjustin its sole discretion, determine that a named executive officer shall not be granted all or eliminateany portion of an incentive compensation awards,award, regardless of achievinghaving achieved the applicable financial performance goals,goal, if the Executive Compensation Committee determines that ana named executive officer has failed to comply with ourthe Company’s Code of Ethics, Code of Conduct or policies on information security, regulatory compliance and risk management.another Company policy, or for any other lawful reason as determined by the Executive Compensation Committee.

Named Executive Officer Compensation

The components of executive compensation are intended to work together to compensate the named executive officer fairly for services, reward the executive officerhim based upon the Company’s overall performance and depending on the position,reward his or her own performance during the year. In assessing the named executive officer’s total rewards, the Executive Compensation Committee reviews each component of an executive officer’shis compensation and considers and evaluates pay mix, the competitive market, and the value of total pay, benefits and perquisites. The Executive Compensation Committee further takes into consideration the shareholder voting results on named executivecompensation,executiveofficercompensation, which for the last three years hashistorically have indicated a high level of support.

Base Salary

It is the goal of the Executive Compensation Committee to establish salary compensation for its executive officers based on the Company’s operating performance relative to the comparable Peer Group over a three- to five-year period, along with compensation recommendations from the Chief Executive Officer.

Base salary is generally established by an individual’sthe Executive Compensation Committee based on the named executive officer’s performance, experience, competent and effective execution of strategic objectives potential,and level of responsibilities, and promotions, with total cash compensation targeted at or above the 50^th percentile when performance goals are achieved and at a higher level (75^th percentile or above) when maximum performance results are achieved.of the comparable Peer Group. In setting the base salaries of the named executive officers for fiscal year 2013,2016, the Executive Compensation Committee considered the compensation packages of executives in the Company’s Peer Group, the growth and increased complexity of the Company and the Company’s level of success in its short- and long-term goals in relation to: