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 20152016 Annual Meeting of Shareholders

And

Proxy Statement

April 8, 20155, 2016

Dear Shareholder:

It is my pleasure to invite you to the Bank of Commerce Holdings 20152016 Annual Meeting of Shareholders.

We will hold the meeting on Tuesday, May 19, 201517, 2016 at 5:15 p.m. in the lobby of Redding Bank of Commerce located at 1951 Churn Creek Road, Redding, California 96002. In addition to the formal items of business, I will report on past performance and future prospects.

At the Annual Meeting, you will be asked to elect the slate of directors, to ratify the appointment of our independent registered public accounting firm for 2015,2016 and to consider an advisory non-binding vote on the 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 the business that will be conducted at the Annual Meeting. Financial results and information about Bank of Commerce Holdings and its subsidiaries can be found in our 20142015 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.

We 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 Proxy Statement and the accompanying form of proxy are first being mailed to shareholders on or about April 8, 2015.5, 2016.

Bank of Commerce Holdings

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

At our 20152016 Annual Meeting, we will ask you to:

If you were a shareholder of record as of the close of business on Wednesday,Thursday, March 25, 2015,24, 2016, you are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. This Proxy Statement and the accompanying form of proxy are first being mailed to shareholders on or about Wednesday,Tuesday, April 8, 2015.5, 2016.

Whether or not you plan to attend, please grant a proxy to vote youryour shares in one of three ways:via telephone, internet or mail. Instructions regardingtelephone and internet voting are included on the proxy card.Have your proxy card in hand. If you choose to vote by mail, please mark, sign and date the proxyproxy 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 8, 20155, 2016

Bank of 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 20152016 Annual Meeting of Shareholders being held on Tuesday, May19, 2015 17, 2016 and the Annual Report to Shareholders (which includes the Form 10-K for the fiscalfiscal year ended December 31, 2014)2015) are available on the internet at www.edocumentview.com/BOCH.www.proxyvote.com.

Why did 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 at the Annual Meeting of Shareholders on Tuesday, May 19, 201517, 2016 (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” or “our” refer to the Company.

Along with this Proxy Statement, we are also sending you our Form 10-K for the fiscal year ended December 31, 20142015 (“Form 10-K”) and our 20142015 Annual Report (“Annual Report”).

Who is entitled to vote?

Shareholders of record at the close of business on Wednesday,Thursday, March 25, 201524, 2016 (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 13,362,29013,366,268 shares of common stock (“Common 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. 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 RecordRegistered Owners. If yourRegistered owners hold their shares are registered directly in your nametheir own names with the Company’s transfer agent, Computershare, youBroadridge Financial Solutions, Inc. (“Broadridge”), and such 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. As the shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.

Beneficial OwnerOwners. If yourBeneficial owners hold their shares are held inthrough a stock brokerage account or by a bank or otheranother nominee you(your “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 whoSuch Nominee (rather than the shareholder) is considered, with respect to those shares, the shareholder of record. These proxy materials are being forwarded to you by your Nominee. As the beneficial owner, you have the right to direct your broker, bank or other nomineeNominee on how to vote. Your broker or nomineeNominee has enclosed a voting instruction card for you to use in directing your broker or nomineesuch Nominee as to how to vote your shares.

Brokers cannot vote on behalf of beneficial ownersstreet name shares on “non-routine” proposals (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 power 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 appointment of the independent registered public accounting firm only. If no instructions are given with respect to the election of directors or approval of the (non-binding) resolution on executive compensation, your broker cannot vote your shares on these proposals.

What constitutes a quorum?

The presence in person or by proxy of the holders of a majority of the Company’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.

How many 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 equal 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 shall 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.

How do I vote?

We urge you to vote promptly by telephone, over the internet, or by completing the enclosed proxy card. Even if you plan to attend the Annual Meeting, we recommend 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.

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 24 hours per day. If a shareholder votesyou vote by telephone or internet, there is no need to return the proxy card.

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 returning it to return itus promptly.

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 appointment 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:

In Person at the Annual Meeting:

How do I change my vote?

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 for instructions to determine when and how changes 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.

Will my 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 appointment 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 on executive compensation, your broker cannot vote your shares on these proposals.

What vote is required to approve each proposal?

Proposal 1: Elect the Slate of Directors

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” to vote for a particular nominee on your proxy card, your vote will not count “For” or “Against” the nominee.

Proposal 2: Ratify the selection of Moss Adams, LLP as our independent registered public accounting firm for 20152016

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

Proposal 3: Vote on an Advisory (non-binding) Resolution on Executive Compensation

We are asking our shareholders to approve on an advisory (non-binding) basis the compensation of our named executive officers as disclosed in this Proxy Statement. Detailed information about the compensation of our named executive officers is included in the section entitled “Information on Director and Executive Compensation” and “Compensation Discussion and Analysis.”

In 2013, on an advisory basis, our shareholders voted to take advisory votes on executive compensation on an annual basis. We have followed the guidance of our shareholders and annually request the approval on an advisory (non-binding) basis of the compensation of our named executive officers.

Our 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 our 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. Our Board and Executive Compensation Committee (“Executive Compensation Committee”) value the opinions of our 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.

What are 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 registered public accounting firm for 2015; and

“For”

●

“For” the election of all nominees for director;

●

“For” the ratification of the selection of Moss Adams, LLP as our independent registered public accounting firm for 2016; and

●

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

If any other matter is presented, 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, we knew of no matters to be acted upon at the Annual Meeting other than those discussed in this Proxy Statement.

What are the costs of soliciting these Proxies?

The expense of printing and mailing proxy materials, including this Proxy Statement, 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 solicit proxies by personal interview, telephone, facsimile or email. No additional compensation will be paid to such persons for such solicitation. The Company will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of the Company’s Common Stock. We have contracted with Computershare and Broadridge Financial Solutions, Inc. to assist us in the distribution of materials and tabulation of the results.

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

The Company’s audited consolidated and audited balance sheets for the years ended December 31, 2015 and 2014 and 2013 and auditedconsolidated statements of income and cash flows for the years ended December 31, 2015, 2014 2013 and 20122013 are part of the Company’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 at the CompanyBank of Commerce Holdings, A’ttentions administrative offices,:Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002 and are also available on our website atwww.bankofcommerceholdings.com.

The Securitiesand 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.

Interests of directors, nominees and executive officers in matters to be voted upon

No directors, nominees, or 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 executive compensation is non-binding, and a vote denying approval would not directly affect executive 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 Wednesday,Thursday, March 25, 2015 (the “Record Date”)24, 2016, 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 13,362,29013,366,268 shares of common stock (“its 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.

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 equal 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 shall 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 27, 2015,March 1, 2016, the amount of Company Common Stock directly owned (unless otherwise indicated) by:

We have 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. 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 60 days of February 27, 2015.March 1, 2016. Except as otherwise noted, we believe 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% Shareholders

Directors and Executive Officers

*

Represents less than 1% of outstanding common stock.Common Stock.

**(1)

The address for each Beneficial Owner except for Mr. Sundquist is 1901 Churn Creek Road, Redding, California 96002. Mr. Sundquist’s address is 1430 Birchwood Lane, Sacramento, California 95822.

(1)

Mr. Sundquist was appointed Executive Vice President and Chief Financial Officer effective December 1, 2014.

(2)

Mr. Jimenez served as Executive Vice President, Chief Operating Officer, and Chief Financial Officer from December 19, 2013 to December 1, 2014. Effective December 1, 2014, Mr. Jimenez serves as Executive Vice President and Chief Operating Officer.

(3)

Mr. Muttera was appointed Executive Vice President and Chief Credit Officer effective January 17, 2014.

(4)

Mr. Moty retired effective December 31, 2014.

(5)

Includes 18,00022,000 options that could be exercised within 60 days from February 27, 2015.March 1, 2016.

(6)

Includes 4,000 options that could be exercised within 60 days from February 27, 2015.

(7)

Includes 15,500 options that could be exercised within 60 days from February 27, 2015.

(8)(3)

Includes 8,000 options that could be exercised within 60 days from February 27, 2015.March 1, 2016.

(9)(4)

Includes 36,00019,500 options that could be exercised within 60 days from February 27, 2015.March 1, 2016. Mr. Jimenez has 25,471 shares of the Company’s Common Stock pledged as security.

(10)(5)

Includes 13,20012,000 options that could be exercised within 60 days from February 27, 2015.March 1, 2016.

	(6)	Includes 16,000 options that could be exercised within 60 days from March 1, 2016.
	(11)(7)	Includes 58,264 shares held by the Bennett Family Revocable Trust, 2,000 shares held jointly with his spouse, and 16,000 options that could be exercised within 60 days from February 27, 2015.March 1, 2016.

(12)(8)

Includes 5,000 options that could be exercised within 60 days from February 27, 2015.March 1, 2016.

(13)(9)

Includes 900 options that could be exercised within 60 days from February 27, 2015.March 1, 2016.

(14)(10)

Includes 34,700 shares held by the Halfhide Family Trust of which Mr. Halfhide is co-trustee with his spouse and 12,800 options that could be exercised within 60 days from February 27, 2015.March 1, 2016.

(15)(11)

Includes 204 shares held individually by spouse, 7,711 shares in the Company’s 401(k) retirement plan and 16,819 shares in spouse’s individual retirement account. Mr. Scott and his spouse pledgedhas 76,041 shares of the Company’s Common Stock to Umpqua Bank to secure a loan.pledged as security.

(16)(12)

Includes 2,000 shares held by Mr. Street’s mother over which Mr. Street has power of attorney but for which he disclaims beneficial ownership.

(17)(13)

Includes 9,00028,610 shares held individually by Mr. Tullis’ spouse.spouse in individual retirement accounts.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes of ownership of Common Stock and other equity securities of the Company. To the Company’s knowledge, based solely upon a review of such reports and written representations, the Company believes that all reports required by Section 16(a) of the Exchange Act to be filed by its executive officers and directors during the last fiscal year were filed in a timely manner.manner except that Lyle Tullis, Chairman of the Board, did not timely report beneficial ownership of 10,610 shares of Common Stock acquired by his spouse in individual retirement accounts. Beneficial ownership of these shares was reported on a Form 4/A filed January 22, 2016.

INFORMATION ABOUT EXECUTIVE OFFICERS AND DIRECTORS

Executive Officers of the Company

The following table and narrative sets forth information with respect to the named executive officers of the Company, including their ages and employment history for the last five years.

(1)

Mr. O’Neil served as Senior Vice President and Regional President, Sacramento Bank of Commerce, a division of Redding Bank of Commerce,

Randall S. Eslick,57,,58,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. Prior to joining the Company, Mr. Eslick served as Vice President and Commercial Loan Officer at another California independent financial institution. 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 of the Company. As our Chief Executive 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.

James A. Sundquist, 60,61, has served as Executive Vice President, Chief Financial Officer and Principal Accounting Officer of the Company since December 1, 2014. Prior to joining the company,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 his title from 1998-2007 was Executive Vice President and Chief Financial Officer. From 1996-1998, he served as Executive Vice President and Chief Operating Officer, from 1984-1995 he served as Senior Vice President and Chief Financial Officer, 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.

Samuel D. Jimenez, 50,51,has served as Executive Vice President and Chief Operating Officer of the Company 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 NovemberDecember 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 Federal 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 Company.

Robert H. Muttera, 61,62, has served as Executive Vice President and Chief Credit Officer of the Company 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 a California independent financial institution from 1979-1983, and as Senior Accountant and Certified Public Accountant ofat an international public accounting firm from 1975-1979.

PatrickRobert J. MotyO’Neil, 58,60, has served as Executive Vice President and Regional President of Redding Bank of Commerce, a position he held from November 2013 until his retirement effective December 31, 2014. Mr. Moty served as President and Chief Executive Officer of the Company from August 2007 to November 2013. Prior to becoming Chief Executive Officer, he served as Executive Vice President and Chief Credit Officer of the Company beginning in December 2005, as Senior Vice President and Chief Credit OfficerAdministrator of the Company beginning in 2000 and in various other roles beginning in 1985. Prior to joining the Company in 1985, Mr. Moty spent four years in lending at a large regional financial institution. Mr. Moty served as a director of the Company and Redding Bank of Commerce from 2007since June 2015. Prior to 2013 and as a director of Bank of Commerce Mortgage from 2009 to 2012.

Robert J. O’Neil, 59, hasthat, Mr. O’Neil served as Senior Vice President and Regional President of Sacramento Bank of Commerce, a division of Redding Bank of Commerce, sincefrom December 2013.2013 to May 2015. He served as Senior Vice President and Regional Credit Manager from 20082006 to 2013 and as Senior Vice President of Commercial Lending from 2002 to 2008.2006. From 1986 to 2002, he served as a Senior Executive with another California independent financial institution, and from 1975 to 1986, he served in lending at a large regional financial institution.

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 and work history 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, 66,67, 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. He formed a civil engineering business in 1995 that in 2008 became Bennett Engineering Services in Roseville, California which provides civil engineering services primarily in California. Mr. Bennett also is a partner in BD Properties, LLC, a real estate investment company. Mr. Bennett was employed by the international engineering firm of CH2M Hill prior to forming his own civil engineering business in 1979. Mr. Bennett’s knowledge of the Sacramento/RosevilleSacramento market and his real estate experience provide valuable insight ofinto 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, Long-Range Planning, and Nominating and Corporate Governance committees of the Board. He also serves as Chairman of the Redding Bank of Commerce Loan Committee.

Gary R. Burks

Mr. Burks, 60,61, 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 over twenty years of experience on its board. He currently volunteers as a Loaned Executive for the Greater Redding Chamber of Commerce and serves on the Board of Directors of the Redding Colt 45s, a collegiate baseball team. He volunteered as a Loaned Executive for the Greater Redding Chamber of Commerce during 2015, served as president of Redding Rotary from 1991 to 1992, and he was an Executive Board member of the Greater 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 and Qualified Legal Compliance Committee (the “Audit Committee”), the Executive Compensation, and the Long-Range Planning committees of the Board.

Randall S. Eslick

Mr. Eslick, 57,58, 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 president of the board. 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. Mr. Eslick is an invited guest at all committee meetings; however, he does not participate in any portion of a meeting during which his compensation is discussed. Mr. Eslick presently serves on the ALCO, CRA, Loan and Long-Range Planning committees of Redding Bank of Commerce.

Joseph Q. Gibson

Mr. Gibson, 67,68, has been a director of Redding Bank of Commerce since November 2009 and of the Company since 2010.

Business Experience: Mr. Gibson has thirty-seventhirty-eight 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, Shasta Trinity Regional Occupation Program Board, and Shasta Historical Society 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, 57,58, has been a director of Redding Bank of Commerce since July 2005 and of the Company since 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 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, Chief Financial Officer and Chief Executive 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 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 makesmake 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, 61,62, 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. 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 serves on the Long-Range Planning committee of the Board. As a director of Redding Bank of Commerce, Ms. Miles serves on the ALCO and CRA Committees.

David H. Scott,CPA

Mr. Scott, 71,72, has been a director of Redding Bank of Commerce since April 1997 and of the Company since May 1997.

Business Experience: Mr. Scott is the 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. Mr. Scott also serves as the Corporate Secretary of the Company. Mr. Scott is a member of the ALCO and Loan Committees of Redding Bank of Commerce.

Terence J. Street

Mr. Street, 60,61, has been a director of Redding Bank of Commerce since August 2012 and of the Company since 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 serves as Chairman of the Board of United LaborBusiness Bank and serves on the non-profit board of directors of Mercy Foundation Sacramento and of Cristo Rey High School. He recentlyis retired from the Catholic Foundation of the Sacramento Dioceses. He is also a past director of 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, 65,66, 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. 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 our 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.

THE BOARD, BOARD COMMITTEES AND GOVERNANCE MATTERS

Corporate Governance 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, Executive Compensation and the Nominating and Corporate Governance committees meet the criteria for independence as discussed below.

Highlights of our 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 shall 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.

Executive Officers

The Board recognizes that the actual management of the business and affairs of the Company are 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.

The Board is committed to maintaining an independent Board. To that end, it has been the practiceCode of the Company to separate the duties of Chairman and Chief Executive Officer. At this time, the 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 independent director who is not serving as an executive of the Company can best provide the necessary leadership and objectivity required as Chairman.

Conduct, Code of Ethics, and Corporate Governance Documents

The Board has adopted a Code of EthicsConduct that applies to all of our directors, officers and staff includingand a Code of Ethics that applies to our principal executive officer and principal financial officer, or any person serving in that capacity. The Code of Conduct and Code of Ethics embodiesembody 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.Conduct. The Code of EthicsConduct consists of basic standards of business practice as well as professional and personal conduct. You may access our Code of Ethics and the current charters of the Audit Committee, Executive Compensation Committee, and Nominating and Corporate Governance Committee, as well as our articles and bylaws, by visiting our corporate website atwww.bankofcommerceholdings.com or by writing 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 separate the duties of Chairman and Chief Executive Officer. At this time, the 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 a non-employee director who is not serving as an executive of the Company can best provide the necessary leadership and objectivity required as Chairman.

The Board has ultimate 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 committee of the Board, receives specific periodic reports from executive management on credit risk, liquidity risk, interest rate risk, capital risk, operational risk and economic risk. The Audit Committee oversees financial, accounting and internal control risk management. The head of the Company’s internal audit function and the independent registered public accounting firm report directly to the Audit Committee. The Executive Compensation Committee oversees the management of risks that may be posed by the Company’s compensation practices and programs.

Chairman of the Board

The Board appoints one of its 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 under NASDAQ listing standards and as adopted by the Board.

Qualifications: A director should possess personal and professional integrity, have good business judgment, and 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 exact number of directors shall be fixed from time to time by the Board within the requirements of the Company’s articles and bylaws. In March 2015, the Board determined that the appropriate size of the Board would be nine (9) members.

Selection Process: In accordance with the policies and principles in its 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.

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 DirectorsDirector Policy Manual and copies of the Company’s articles and bylaws. Orientation also includes presentations by senior management to familiarize new directors with our 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 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 directorsreceive 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 completingcomplete the Directors Certification Program sponsored by the California Bankers Association.Association and the Bankers’ Compliance Group, Inc. 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 (11) meetings during 2014.2015. 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 withserves. The Company does not have a formal policy requiring the exceptionattendance of Mr. Street whoits directors at each annual meeting of the shareholders; however, directors are encouraged to attend, and eight of nine directors attended seventy-one percent (71%). All directors except Mr. Halfhide were present at the 20142015 annual meeting.

DIRECTOR INDEPENDENCE;
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director 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;subsidiary; 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 Relationships and Related 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 the Company during the past three years.

All of the members of the Audit Committee, Executive Compensation Committee, and Nominating and Corporate Governance Committee, and Audit Committee are independent.

Compensation Committee Interlocks and Insider Participation

During 2014,2015, our Executive Compensation Committee consisted of Jon W. Halfhide (chairman)(Chairman), Orin N. Bennett, Gary R. Burks and Lyle L. Tullis. During 2014,2015, none of our 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 shall use their judgment to ensure that any such contact is not disruptive to the Company’s business operations and shall, 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.

Certain 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 to make immediate disclosure of 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 shall 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 relating to loans to insiders and other related-party transactions.

Lending and Other Ordinary Business Transactions

During 2014,2015, almost all of our 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 in the ordinary course of business with our banking subsidiary. 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 these loans or credit transactions involves more than the normal risk of collectability or presents other unfavorable features.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established, among others, a standing Audit and Qualified Legal Compliance Committee, (the “Audit Committee”), an Executive Compensation Committee, and a Nominating and Corporate Governance Committee. All members of these three committees meet the applicable standards of independence defined by the 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 our articles and bylaws, by visiting our corporate website atwww.bankofcommerceholdings.com or by writing Bank of Commerce Holdings, Attention: Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002.

Information about each of these three committees of the Board, its members who served during 2014,2015, the committee’s purpose, and the number of meetings held in 20142015 follows.

THE NOMINATING 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 and NASDAQ listing standards.

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 and 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 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 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, and any additional requirements imposed by law or regulation on the members of the Audit, Executive Compensation, and the Nominating and Corporate Governance Committees 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 Nominatingand Corporate Governance Committee, together with several members of the Board and the Chief Executive Officer, then conducts a comprehensive interview with the candidate. The individual 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 20162017 annual meeting must deliver such nomination to the Company’s Corporate Secretary no later than December 2, 201527, 2016 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 DIRECTOR AND EXECUTIVE COMPENSATION

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy and objectives. The tables that follow present the compensation paid in 2014for 2015 to our named executive officers. When we refer to the named executive officers, we mean the following sixfive individuals:

Randall S. Eslick,President and Chief Executive Officer (our Principal Executive Officer)

James A. Sundquist,Executive Vice President and Chief Financial Officer (our Principal Financial and Accounting Officer)⁽¹⁾

Samuel D. Jimenez,Executive Vice President and Chief Operating Officer⁽²⁾

Robert H. Muttera, Executive Vice President and Chief Credit Officer⁽³⁾

Patrick J. Moty,Executive Vice President andRegional President, Redding Bank of Commerce⁽⁴⁾

Robert J. O’Neil,O’Neil,Senior Vice President and Regional President, Sacramento Bank of Commerce, a division of Redding Bank of Commerce

(1)     Mr. Sundquist was appointed Executive Vice President and Chief Financial Officer effective December 1, 2014.

(2)     Mr. Jimenez served as Executive Vice President, Chief Operating Officer, and Chief Financial Officer from December 19, 2013 to December 1, 2014. Effective December 1, 2014, Mr. Jimenez serves as Executive Vice President and Chief Operating Officer.

(3)     Mr. Muttera was appointed Executive Vice President and Chief Credit Officer effective January 17, 2014.Administrator⁽¹⁾

(4)     Mr. Moty retired effective December 31, 2014.

(1)

Mr. O’Neil served as Senior Vice President and Regional President, Sacramento Bank of Commerce, a division of Redding Bank of Commerce, from December 17, 2013 to May 31, 2015. Effective June 1, 2015, Mr. O’Neil serves as Senior Vice President and Chief Credit Administrator.

Please see the section titled “Information about Executive Officers and Directors – Executive Officers of the Company” for a full explanation regarding the named executive officers and the effective dates of their respective positions.

Strategic Role of Executive Compensation 

In 2013, on an advisory basis, our shareholders voted to take advisory votes on executive compensation on an annual basis. We have followed the guidance of our shareholders and annually request the approval on an advisory (non-binding) basis of the compensation of our 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, we held an advisory vote on the compensation of our named executive officers (the “say-on-pay proposal”) at the 20142015 annual shareholders meeting. Our shareholders overwhelmingly approved the compensation of our named executive officers, with 88.39%89.8% of shareholder votes cast in favor of the say-on-pay proposal. As the Executive Compensation Committee evaluated the Company’s compensation programs in 2014,2015, it took into account our shareholders’ vote of confidence in our executive 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 our compensation philosophy and programs and in making pay decisions for our named 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 our compensation programs to reward our 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 our 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:

Executive Compensation 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, our compensation programs for our executive officers are built upon three objectives:

Executive Compensation Components 

Executive officer compensation for 20142015 included the following elements:

Overview of Compensation and Process

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

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

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 officers with that of the executive officers in an appropriate market place and peer group.

In May 2012,November 2014, the Executive Compensation Committee contracted withengaged McLagan, a leading performance/reward consulting firm for the financial services industry. The Executive Compensation Committee engaged McLaganindustry, 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(salary plus cash bonuses) and direct compensation (salary plus cash bonuses plus equity/long-term compensation). McLagan also provided the 50^th percentile of the Peer Group when target performance goals are achieved 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. Executive Compensation Committee with an update in September 2015.

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 marketindicates 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.

The Peer Group for compensation and performance purposes was selectedupdated, with the assistance of McLagan, in November 2014, primarily based on total assets relative to the Company’s total assets, as of December 31, 2011 of $940.7 milliongeographic locations, and business model, and consists of the following financial services companies located in California, Oregon and Washington (the “Peer Group”):

In November 2014, the Executive Compensation Committee again retained the services of McLagan as an independent outside compensation consultant; however, since the engagement occurred in late 2014, the updated findings and suggestions were not used for purposes of 2014 executive compensation analysis.

Compensation Objectives 

In order to set competitive benchmarks for 20142015 annual and long-term compensation for the named executive officers, the Executive Compensation Committee reviewed data compiled in the 20122014 McLagan report. This data presented Peer Group annual cash, long-term incentive, and total compensation amounts as reported in the 20122014 annual surveyfilings for those companies’ executive officers whose positions and responsibilities most closely match those of our 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 20142015 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 of the Board then makes compensation recommendations to the Executive Compensation Committee with respect to the Chief Executive Officer, who is absent from that portion of the meeting. The Executive Compensation Committee may accept or adjust such recommendations.

Company and Division Performance

At 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:

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 adjust or eliminate incentive compensation awards, regardless of achieving financial performance goals, if the Executive Compensation Committee determines that an executive officer has failed to comply with our Code of Ethics, Code of Conduct or policies on information security, regulatory compliance and risk management.

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 named executive officer based upon the Company’s overall performance and, depending on the position, 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 ana named executive officer’s 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, which for the last three years has 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’s performance, experience, competent and effective execution of strategic objectives, potential, 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.percentile. In setting the base salaries of the named executive officers for fiscal year 2014,2015, the Executive Compensation Committee considered the Company’s level of success in its short- and long-term goals in relation to:

CashIn light of McLagan’s recommendation in its November 2014 report for a plan to move Mr. Eslick’s compensation closer to the median of the market within 18 months to two years, the Executive Compensation Committee approved an increase in Mr. Eslick’s annual salary effective January 1, 2015 to a level approximately equal to the 25^th percentile of the market and Equity increased his salary again modestly in July 2015.

Incentive Compensation

Effective for 2015, the Executive Compensation Committee replaced the Company’s prior unified variable award program (the “2014 Incentive Program”) with separate formal annual award programs. The Company’sShort-Term Variable Incentive Award Program provides(the “Short-Term Program”) covers cash incentive awards, and the executive officers an opportunityLong-Term Variable Incentive Program (the “Long-Term Program”) covers equity-based awards. The Long-Term Program will govern equity awards based on 2015 Company performance with such awards to earn cash and equity incentives based uponbe made in 2016. For long-term incentive awards made in 2015, the achievementterms of specific Company-wide and individual performance goals.the 2014 Incentive Program applied, as described below.

Short-Term Variable Incentive Program

The Variable Incentive AwardShort-Term Program is designed to reward the Company’s executive officers for achieving short-term financial goals, including increases in performance against peer banks, short- and long-term strategic goals, and for the overall financial performance of the Company.

The Executive Compensation Committee approves a threshold, target and maximum incentive payout as a percentage of the base salary earned during the incentive period for each executive officer. These targets are based on competitive practices for each comparable position. The incentive target percentageaward opportunity represents the executive officer’s annual incentive opportunity if the annual performance goals are achieved.

We developed targets covering all of the executive officers as a means of driving andresults, assessing their performance against critical goals and to provide a reference for the Executive Compensation Committee to use in determining 20142015 cash and equity incentive awards. All goals for named executive officers are Company, not individual, goals.

The table below reflects the short-term cash incentive compensation target as a percentage of base salary and the threshold, target and maximum amount that could be earned by each eligible named executive officer for 20142015 under the Variable Incentive Award Program.Short-Term Program: