Bank of Commerce Holdings

Notice of 2016555 Capitol Mall, Suite 1255

Sacramento, California 95814

(800) 421-2575

2020 Annual Meeting of Shareholders

And

Proxy Statement

April 5, 20166, 2020

Dear Shareholder:Shareholders:

It is my pleasure to invite you to the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Bank of Commerce Holdings 2016(the “Company”).

The Annual Meeting of Shareholders.

We will holdbe held on Wednesday, May 20, 2020 at 11:00 a.m. Pacific Time at the meeting on Tuesday, May 17, 2016Company’s corporate headquarters located at 5:15 p.m.555 Capitol Mall, Sacramento, California 95814 in the lobbyThird Floor Boardroom. In light of Redding Bank of Commerce located at 1951 Churn Creek Road, Redding, California 96002. In additionpublic health concerns due to the coronavirus (COVID-19), the agenda will be limited to the formal required items of business, I will report on past performance and future prospects.business.

At the Annual Meeting, you will be asked to elect the slate of directors,10 directors; to ratify the appointmentselection of ourthe Company’s independent registered public accounting firm for 20162020; and to considerapprove, on an advisory non-binding vote onbasis, the compensation of the Company’s named executive officers. This mailing includes the formal noticeThe attached 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 2015 Form 10-K and Annual Report, which accompanies this Proxy Statement.Shareholders provides instructions on how to vote your shares.

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

This Proxy Statement and the accompanying form of proxy are first being mailed to shareholders on or about April 5, 2016.

Bank of Commerce Holdings

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

INFORMATIONINFORMATION ABOUT THE 2020 ANNUAL MEETING OF SHAREHOLDERS AND VOTING

Notice of Internet Availability:The Bank of Commerce Holdings Proxy Statement for the 2016 Annual Meeting of Shareholders being held on Tuesday, May 17, 2016 and the Annual Report to Shareholders (which includes the Form 10-K for the fiscal year ended December 31, 2015) are available on the internet atwww.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 for voting at the Annual Meeting of Shareholders on Tuesday,Wednesday, May 17, 201620, 2020 (the “Annual Meeting”). ThisPlease read this Proxy Statement, (the “Proxy Statement”)which summarizes the information you need to know to cast an informed vote at the Annual Meeting. You do not needThe 2019 Annual Report to attendShareholders (“Annual Report”), which includes 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 ourCompany’s Form 10-K for the fiscal year ended December 31, 20152019 (“Form 10-K”) and our 2015 Annual Report (“Annual Report”, accompanies this Proxy Statement. The proxy materials (or Notice of Internet Availability of proxy materials (the “Notice”).) are first being mailed to shareholders on or about Monday, April 6, 2020.

Who is entitled to vote?

Shareholders of record at the close of business on Thursday,Monday, March 24, 201623, 2020 (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 13,366,26817,243,625 shares of common stock (“Common Stock”) outstanding and entitled to vote.

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

Registered Owners.

Registered owners hold their shares in their own names with the Company’s transfer agent, Broadridge 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.record. As the shareholder of record, you havea registered holder has the right to grant yourvote their shares directly (via Internet or telephone voting, by mailing a proxy directly to the Companycard, or to voteby voting in person at the Annual Meeting. We have enclosed a proxy card for you to use.Meeting).

Beneficial Owners. Beneficial owners hold their shares

Shares beneficially owned through a stock brokerage account or a bank or another nominee (your “Nominee”). Shares beneficially ownedbroker are sometimes referred to as being held in “street name.” Such Nominee (rather than the shareholder) is considered, with respect to those shares, the shareholder of record. TheseIn that case, these proxy materials are being forwardedprovided to you byindirectly through your Nominee.broker. As the beneficial owner, you have the right to direct your Nomineebroker on how to vote. Your Nominee has enclosedvote your shares. Brokers typically provide a voting instruction card for you to use in directing such Nominee as to how to vote your shares.

Brokers cannot vote street name shares on “non-routine” proposals (knownunless directed to do so by the shareholder. Shares that are not voted due to this limitation are known as “broker non-votes”).non-votes.” Generally, broker non-votes occur when street name shares are not voted with respect to a particular proposal because (i) the broker has not received voting instructions and (ii) the broker lacksdoes not have 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 only on the ratification of the appointmentselection of the independent registered public accounting firm only.firm. If noyou do not give instructions are given with respect to the election of directorsdirector nominees or approvalthe advisory say-on-pay resolution to approve the compensation of the (non-binding) resolution onCompany’s named executive compensation,officers, 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 outstanding and entitled to vote 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 toPlease vote promptly by telephone, over the internet,Internet or by completing the enclosedtelephone. Alternatively, you may complete and mail your proxy card.card, if you received one. Even if you plan to attend the Annual Meeting, we recommendit 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 distributed at the Annual Meeting to any registered owner who wants to vote in person. If you hold your shares through a broker, you must obtain a “Legal Proxy,” executed in your favor, from your broker to be able to vote by ballot at the Annual Meeting.

By TelephoneInternet or InternetTelephone:: You may cast your vote by telephoneInternet or internet (at no cost to you)telephone as indicated on the Notice or proxy card. TelephoneInternet and internettelephone voting are available 24 hours per day. If you vote by telephone or internet, there is no need to return the proxy card.

daily. Have your Notice or proxy card in hand. You will be prompted to vote using the control number provided on your Notice or proxy card. If you vote by Internet or telephone, please do not return your proxy card.

By MailMail:: You may cast your vote by mail by completing, signing and dating the enclosedyour proxy card, if you have one, and returning it to us promptly.

Returningin the enclosed pre-paid envelope. It is recommended that you allow a minimum of 10 business days for your proxy card will not affect your right to attend the Annual Meeting and vote.be processed.

Shares represented by properly executed proxiesproxy cards 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. proxy card. If no instructions are indicated, the persons named in the proxy card will vote the shares represented by the proxy card FOR ALL 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)say-on-pay 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:

In Person at the Annual Meeting:

How many votes do I change my vote?have?

ShareholdersEach shareholder will be entitled to one vote, in person or by proxy, for each share of record atCommon Stock held by the close of businessshareholder on the Record Date will beDate. However, under the Company’s bylaws and California law, if any shareholder gives notice at the Annual Meeting, prior to the voting, of an intention to cumulate the shareholder’s votes in the election of directors, then all shareholders entitled to vote at the Annual Meeting and may changecumulate their votes in the election of directors. Cumulative voting means that a shareholder has the right to give any one candidate who has been properly placed in nomination a number of votes equal to the number of directors to be elected multiplied by the number of shares the shareholder is entitled to vote, or to distribute such votes on the same principle among as described below.many properly nominated candidates (up to the number of persons to be elected) as the shareholder may wish. If cumulative voting applies at the Annual Meeting, the cumulative number of votes a shareholder may cast in the election of directors will be equal to the number of shares held by such shareholder on the Record Date multiplied by 10 (the number of directors to be elected at the Annual Meeting). The proxy card indicates the number of votes that you have.

How do I change my vote or revoke my proxy?

Registered owners who voted by Internet or telephone:If you voted by telephoneInternet or internet: If you vote by telephone, or internet, you may change your vote until the telephoneInternet or internettelephone polls close. The final vote is the one that will count.

Registered Ownersowners who voted by mailmail:: If you fill outcompleted and submitsubmitted the proxy card by mail, you may change your vote at any time before the vote is conducted at the Annual Meeting by:by (i) delivering a subsequently dated proxy card, (ii) giving notice to the Corporate Secretary of the Company in writing, or (iii) giving notice at the Annual Meeting before the shareholder vote is taken.

Beneficial Owners who voted by mailowners:: Contact your broker for instructions to determine when and how changes to your vote may be submitted.

Will my shares be votedWhat will happen if I do not sign and returnvote my proxy card?shares?

If your shares are registered in your name and you do not vote by telephoneInternet or internet, if youtelephone, 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.voted at the Annual Meeting.

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 only on the ratification of the appointmentselection of the independent registered public accounting firm only.firm. If noyou do not give instructions are given with respect to the election of directorsdirector nominees or approvalthe advisory say-on-pay resolution to approve the compensation of the advisory (non-binding) resolution onCompany’s named executive compensation,officers, your broker cannot vote your shares on these proposals.

It is very important that you vote on the proposals presented. Your broker can only vote on Proposal 2 without instructions from you.

What vote is required to approve each proposal?

Proposal 1: Elect the SlateElection of DirectorsDirectors.

The 10 nominees for director who receive the most affirmative votes will be elected. If you vote “FOR ALL” nominees, your vote will count for each nominee. If you do not vote for a particular nominee or“FOR ALL” nominees and you indicate “Withhold” to vote for“WITHHOLD ALL” or “FOR ALL EXCEPT” a particular nominee on your proxy card, your vote will not count “For”“FOR” or “Against”“AGAINST” the nominee.nominee(s).

Proposal 2: RatifyRatification of the selection of Moss Adams LLP as ourthe Company’s independent registered public accounting firm for 20162020.

The affirmative voteIf the shareholders do not approve the selection of Moss Adams LLP by a majority of votes cast at the Annual Meetingshares voting on thisthe proposal, is required to ratify the selection of our independent registered public accounting firm.will be reconsidered. Abstentions will have no effect on the outcome of the proposal.

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

We are asking our shareholdersProposal 3: Advisory vote 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 matter will be decided by the opinionsaffirmative vote of our shareholders and will consider the outcomea majority of the vote when making future compensation decisions regarding our named executive officers.shares voting on the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.vote. The Board and Executive Compensation Committee value the opinions of the shareholders and will consider the outcome of the vote when making future decisions regarding the compensation of named executive officers.

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:

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 areWho pays the costs of soliciting these Proxies?proxies?

The expense of printing and mailing proxy materials, including the Notice, this Proxy Statement, the Form 10-Kproxy card, and the Annual Report (which includes the Company’s Form 10-K), 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, by personal interview, telephone, facsimile or by email. No additional compensation will be paid to such persons for such solicitation.solicitations. The Company will reimburse brokerage firmsbrokers and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of the Company’s Common Stock. We haveThe Company has contracted with Broadridge to assist us in the distribution of materials and tabulation of the results.votes.

What if I received a notice regarding the Internet availability of proxy materials instead of a printed copy of the proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), the Company is furnishing its proxy materials to its shareholders primarily over the Internet instead of mailing printed copies of those materials to each shareholder. By doing so, the Company reduces costs and lessens the environmental impact of its proxy solicitation. On or about April 6, 2020, the Company mailed a Notice to shareholders. The Notice contains instructions about how to access the proxy materials and vote online. This Notice is not a proxy card and cannot be used to vote your shares. If you received a Notice but would like to receive a paper copy of the proxy materials, please follow the instructions on the Notice.

If you received paper copies of the Notice or proxy materials, the Company encourages you to sign up to receive your future proxy materials electronically, as described in the section entitled “How can I receive my proxy materials by e-mail in the future?”

How can I access the proxy materials if I did not receive them by mail?

If you are a shareholder who received a Notice by mail regarding Internet availability of the proxy materials: You may access the proxy materials and voting instructions over the Internet via the web address provided in the Notice. In order to access these materials and vote, you will need the control number provided on the Notice you received in the mail.

If you are a shareholder who received an e-mail directing you to the proxy materials: You may access the proxy materials and voting instructions over the Internet via the web address provided in the e-mail. In order to access these materials and vote, you will need the control number provided in the e-mail.

How can I receive my proxy materials by e-mail in the future? 

Instead of receiving future paper copies of the Notice or the Company’s proxy materials by mail, you can elect to receive an e-mail with links to these documents, your control number, and instructions for voting over the Internet. Opting to receive your proxy materials by e-mail will save the cost of producing and mailing documents to you and will also help conserve environmental resources. Your e-mail address will be kept separate from any other company operations and will be used for no other purpose except as you may authorize separately.

If the Company mailed you a Notice or a printed copy of its Proxy Statement and Annual Report and you would like to sign up to receive these materials by e-mail in the future, you can choose this option by:

You may revoke this request at any time by following the instructions at www.proxyvote.com. Your election will remain in effect unless you revoke it later.

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

The Company’s audited consolidated balance sheets for the years endedas of December 31, 20152019 and 20142018 and audited consolidated statements of income, shareholders’ equity and cash flows for the years ended December 31, 2015, 20142019 and 20132018 are part of the Company’s Form 10-K which accompanies this Proxy Statement.

Additional copies of the Company’s Form 10-K and Annual Report may be obtained for no cost upon written request to Bank of Commerce Holdings, Attention:Attention: Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002 and are also available on ourthe Company’s website atwww.bankofcommerceholdings.com.

The Securitiesand Exchange Commission (the “SEC”)SEC maintains an internet sitea website 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 Reportscurrent reports on Form 8-K, and Section 16beneficial ownership 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.

VOTINGVOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

Shareholders of record at the close of business on Thursday,Monday, March 24, 2016,23, 2020, 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 13,366,26817,243,625 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 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 March 1, 2016,2020, the amountnumber of Companyshares of Common Stock directly owned (unless otherwise indicated) by:

We haveThe 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,dispositive power, either directly or indirectly, and (ii) stock options or other rights that are exercisable currently or become exercisable within 60 days offollowing March 1, 2016.2020. 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 investmentdispositive power with respect to the shares.

5% Shareholders

Five Percent Shareholders

¹ A Schedule 13G/A filed with the SEC on February 5, 2020, for the period ended December 31, 2019, indicates that BlackRock, Inc. (“BlackRock”) had sole voting power over 1,019,451 shares and sole dispositive power over 1,070,032 shares of Common Stock. The securities are beneficially owned by various investors for which BlackRock serves as investment advisor. For purposes of the Exchange Act, BlackRock is deemed to be a beneficial owner of such securities.

Directors and Executive Officers

¹ *Represents less than one percent of outstanding Common Stock.

	*	Represents less than 1% of outstanding Common Stock.
	(1)	The address for each Beneficial Owner is 1901 Churn Creek Road, Redding, California 96002.
	(2)	Includes 22,000 options that could be exercised within 60 days from March 1, 2016.
	(3)	Includes 8,000 options that could be exercised within 60 days from March 1, 2016.
	(4)	Includes 19,500 options that could be exercised within 60 days from March 1, 2016. Mr. Jimenez has 25,471 shares of the Company’s Common Stock pledged as security.
	(5)	Includes 12,000 options that could be exercised within 60 days from March 1, 2016.
	(6)	Includes 16,000 options that could be exercised within 60 days from March 1, 2016.
	(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 March 1, 2016.
	(8)	Includes 5,000 options that could be exercised within 60 days from March 1, 2016.
	(9)	Includes 900 options that could be exercised within 60 days from March 1, 2016.
	(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 March 1, 2016.
	(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 has 76,041 shares of the Company’s Common Stock pledged as security.
	(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.
	(13)	Includes 28,610 shares held by Mr. Tullis’ spouse in individual retirement accounts.

² Includes 63,264 shares held in a trust of which Mr. Bennett is a trustee and 2,000 shares held jointly with his spouse.

³ All shares are held jointly with Mr. Burks’ spouse.

⁴ All shares are held in a trust of which Mr. Gibson is a trustee.

⁵ All shares are held in a trust of which Mr. Halfhide is a trustee.

⁶ Includes 18,500 shares held in a trust of which Mr. Silberstein is a trustee.

⁷ Includes 12,000 shares held in a trust of which Mr. Street is a trustee.

⁸ Includes 27,810 shares held by Mr. Tullis’ spouse in individual retirement accounts.

⁹ Includes 32,881 shares held jointly with Mr. Eslick’s spouse and 20,000 fully vested options. Mr. Eslick is also a director of the Company.

¹⁰ Includes 1,671 shares held in a trust of which Mr. Muttera is a trustee and 20,000 fully vested options.

¹¹ Includes 134,301 shares held in a trust of which Mr. Sundquist is a trustee.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

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, and based solely uponon a review of such reportsthe filings made with the SEC and written representations from the directors and executive officers, the Company believes that all reports required by Section 16(a) of the Exchange Act to be filed by its directors and executive officers and directors during the last fiscal year were filed in a timely manner, except that Lyle Tullis, Chairmanduring 2019, Samuel D. Jimenez, an executive officer of the Board, did not timely report beneficial ownershipCompany until January 2020, filed one Form 4 late with respect to shares transferred out of 10,610his Merchants Bank of Commerce 401(k) Profit Sharing Plan account to comply with the Company’s revised guidelines limiting the account value that may be held in Common Stock.

Securities Authorized for Issuance under Equity Compensation Plans

On May 21, 2019, the Company’s shareholders approved the Company’s 2019 Equity Incentive Plan. The Company also has a prior plan, the Amended and Restated 2010 Equity Incentive Plan, which was approved by the shareholders in 2008 and amended in 2010 and 2012 (the “2010 Equity Incentive Plan”). No additional awards are permitted under the 2010 Equity Incentive Plan. The following table sets forth the number of shares of Common Stock acquired by his spousesubject to outstanding options and the weighted-average exercise price of outstanding options under the 2010 Equity Incentive Plan, and the number of shares available for future awards under the 2019 Equity Incentive Plan, in individual retirement accounts. Beneficial ownershipeach case as of these shares was reported on a Form 4/A filed January 22, 2016.December 31, 2019.

INFORMATION ABOUT EXECUTIVE OFFICERS AND DIRECTORSAs of December 31, 2019, there were also 91,721 unvested restricted shares outstanding, of which 13,100 were granted under the 2019 Equity Incentive Plan.

Executive Officers of the CompanyINFORMATION ABOUT THE DIRECTOR NOMINEES

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, from December 17, 2013 to May 31, 2015. Effective June 1, 2015, Mr. O’Neil serves as Senior Vice President and Chief Credit Administrator.

Randall S. Eslick,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. 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, 61, has served as Executive Vice President, Chief Financial Officer and Principal Accounting 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 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, 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 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 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, 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 at an international public accounting firm from 1975-1979.

Robert J. O’Neil, 60, has served as Senior Vice President and Chief Credit Administrator of Redding Bank of Commerce since June 2015. Prior to that, Mr. O’Neil served as Senior Vice President and Regional President of Sacramento Bank of Commerce, a division of Redding Bank of Commerce, from December 2013 to May 2015. He served as Senior Vice President and Regional Credit Manager from 2006 to 2013 and as Senior Vice President of Commercial Lending from 2002 to 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 nomineesnominee is provided below, including each nominee’s name, age as of the Record Date, the year first elected as 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 ourthe 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.officers. All directors of the Company also currently serve as directors of Merchants Bank of Commerce, previously 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.banking subsidiary. None of the director nominees has served as a director of another public company during the past five years.

Orin N. Bennett

Mr. Bennett, 67,71, has been a director of ReddingMerchants Bank of Commerce since September 2005 and of the Company since May 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 market and his real estate experience provide valuableoffer insight into the existing opportunities for a community bank to provide its services and operations and make his continued service toon 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 committeesCommittees of the Board. He also serves as Chairman of the ReddingMerchants Bank of Commerce Loan Committee.

Gary R. Burks

Mr. Burks, 61,65, has been a director of ReddingMerchants Bank of Commerce since June 2007 and of the Company since May 2008.

Business Experience: Mr. Burks has been General Manager of Blach Beverage LLC (an Anheuser-Busch wholesale distributor) since 2018. Prior to that, he was Vice President and General Manager of Foothill Distributing Company, Inc. (an independent wholesale distributor for Anheuser-Busch wholesale company)products) in Redding since Octoberfrom 1991 to 2018 and has over twentyGeneral Manager from 1982-1991, with 27 years of experience on its board. He currently serves on the Board of Directors of the Redding Colt 45s, a collegiate summer baseball team. He volunteered aswas formerly a Loaned Executive and an Executive Board member for the Greater Redding Chamber of Commerce, during 2015, served as presidentPresident of Redding Rotary, from 1991 to 1992, and he was an Executive Board memberon the Corporate Governance Committee of the Greater Redding ChamberUnited Way of Commerce from 1985 to 1991.Northern California. 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”), as well as the Executive Compensation and the Long-Range Planning committeesCommittees of the Board. Mr. Burks also serves on the Technology Committee of Merchants Bank of Commerce.

Randall S. Eslick

Mr. Eslick, 58,62, has been a director of the Company and ReddingMerchants Bank of Commerce and of the Company since November 2013.

Business Experience: Please see above in “Executivethe section entitled “Named Executive Officers of the Company.Company.” Mr. Eslick joined the Company in 2001. He servespreviously served on the board of directors of River Oak Center for Children and is its former president of the board.board president. 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: Mr. Eslick serves on the Long-Range Planning Committee of the Board. Because Mr. Eslick is an employee of the Company and is therefore not considered independent under NASDAQ Stock Market (“NASDAQ”) listing standards, he is not a member of any Company committee.other Board committees. Mr. Eslick is an invited to attend all Board committee meetings as a guest, at all committee meetings; however,but is generally excused from executive sessions of the Board and Board committees of which he is not a member. 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 committeesTechnology Committees of ReddingMerchants Bank of Commerce.

Joseph Q. Gibson

Mr. Gibson, 68,72, has been a director of ReddingMerchants Bank of Commerce since November 2009 and of the Company since May 2010.

Business Experience: Mr. Gibson has thirty-eightbeen an insurance agent for 38 years and has over 40 years of experience in business management. He was an owner of SFI Insurance, Inc. from 1982 until it merged with George Petersen Insurance in 2017, and 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 1992.2003. He currently serves on the Anderson Union High School District Board, Shasta College Foundation Board, Shasta TrinityShasta-Trinity Regional OccupationOccupational Program Board, and Shasta Historical Society Board. He is past Presidentpresident of Riverview Golf and Country Club and he waspast president of the Anderson Rotary from 2002 to 2003.Rotary. Mr. Gibson’s extensive experience in the insurance industry, as well as his experience working with various organizations involved in academic and community activities, makemakes him a valuable member of the Board.

Other Public Company Directorships: None.

Committees: Mr. Gibson presently serves on the Long-Range Planning committeeCommittee 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.Loan, and Technology Committees of Merchants Bank of Commerce.

Jon W. Halfhide CPA

Mr. Halfhide, 58,62, has been a director of ReddingMerchants Bank of Commerce since July 2005 and of the Company since May 2006. He was appointed Vice Chairman of the Board of the Company and of Merchants Bank of Commerce in February 2013.

Business Experience: Mr. Halfhide is currentlyhas been a health care consultant since 2013 and serves onas Chairman of the boardBoard of directors and on the Investment and Audit CommitteesDirectors of Shasta Regional Community Foundation.Foundation, as a member of its Investment Committee, as Executive Chair and member of its Audit Committee, and as a member of its Community Disaster Relief Fund Committee. He also serves on the Simpson University Community Advisory Council. From January 2000 to January 2013, Mr. Halfhide served as presidentPresident of Dignity Healthcare North State Service Area and St. Elizabeth Community Hospital. He has over thirty29 years of management experience with Dignity HealthcareHealth (a health care provider) 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 on 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.Committee, and is a member of the Audit, Executive, Long-Range Planning, and Nominating and Corporate Governance Committees of the Board. 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 isas Chairman of the ReddingALCO Committee of Merchants Bank of Commerce ALCO Committee.

Linda J. MilesCommerce.

Ms. Miles, 62,David J. Inderkum

Mr. Inderkum, 64, has been a director of ReddingMerchants Bank of Commerce and of the Company since January 2019.

Business Experience: Mr. Inderkum has been involved with his family’s business, Coast Line Supply and Equipment located in Sacramento, California, since 1979 and has been its owner since 1998. He was a board member of The Merchants National Bank of Sacramento starting in 2003 and a board member of Merchants Holding Company starting in 2008 until they were acquired by the Company effective January 31, 2019. He has been a member of the non-profit Sportsmen’s Legacy Foundation since 2001 and has been their President/Chairman of the Board since 2012. He has also been an active member of The Sutter Club since 2003. Mr. Inderkum’s prior experience with Merchants Holding Company provided valuable knowledge to the Company during the acquisition integration process.

Committees: Mr. Inderkum serves on the Long-Range Planning Committee of the Board. He also serves as a member of the ALCO and CRA Committees of Merchants Bank of Commerce.

Linda J. Miles

Ms. Miles, 66, has been a director of Merchants 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 Reddingof Merchants 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 Audit and Long-Range Planning committeeCommittees of the Board. As a director of Redding Bank of Commerce, Ms. MilesShe also serves on the ALCO and CRA Committees.

David H. Scott,CPA

Mr. Scott, 72, has been a director of Redding Bank of Commerce since April 1997 andas Chairwoman 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 the Board.

Other Public Company Directorships: None.

Committees: Mr. Scott serves as Chairman of the AuditTechnology Committee and as a member of the ExecutiveALCO and Long-Range Planning committeesCRA Committees of Merchants Bank of Commerce.

Karl L. Silberstein

Mr. Silberstein, 63, has been a director of Merchants Bank of Commerce and of the Board. The BoardCompany since June 2016.

Business Experience: Mr. Silberstein has determined thatover 40 years of combined professional experience in public accounting and financial executive leadership. From 2011 to 2019, he was Senior Vice President, Financial Operations at Dignity Health, and he held various other positions with Dignity Health beginning in 2000. He also served as staff to its Audit Committee. He has 12 years of experience as a certified public accountant providing auditing and consulting services. Mr. Scott meets the criteria ofSilberstein’s experience as a certified public accountant, designation as an audit committee financial expert, under SEC rules.and service on numerous other corporate and non-profit boards, including roles as chair and president, make him a valuable member of the Board.

Committees: Mr. Scott alsoSilberstein serves as the Corporate SecretaryChairman of the Company. Mr. ScottAudit Committee. He is also a member of the ALCOExecutive Compensation and LoanLong-Range Planning Committees of Reddingthe Board and serves on the ALCO Committee of Merchants Bank of Commerce.

Terence J. Street

Mr. Street, 61,65, has been a director of ReddingMerchants Bank of Commerce since August 2012 and of the Company since May 2013.

Business Experience: Mr. Street ishas been the project director of the general contracting division of Clark Pacific, which manufactures prefabricated building systems, since 2019, and was the general manager of the general contracting division of Clark Pacific andfrom 2014 to 2019. He is the past President of Roebbelen Contracting, Inc. located in El Dorado Hills, California. Mr. Street serves ason the non-profit boards of directors of Mercy Foundation Sacramento, Cristo Rey High School, and Jesuit High School. He is past 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 is 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.School, and was formerly a board member of the Catholic Foundation of the Sacramento Diocese. 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 committeesCommittees of the Board. He also serves on the Loan Committeeand Technology Committees of ReddingMerchants Bank of Commerce.

Lyle L. Tullis

Mr. Tullis, 66,70, has been a director of ReddingMerchants Bank of Commerce and of the Company since May 2003. Mr. Tullis was appointed Chairman of the Board of the Company and Reddingof Merchants 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 ourthe Board.

Other Public Company Directorships: None.

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

THE

DIRECTOR COMPENSATION

Compensation paid to non-employee directors consists of cash (in the form of monthly retainers and per-meeting fees) and, when authorized, equity (in the form of stock awards). Directors may defer fees in accordance with the Company’s Amended and Restated 2013 Directors Deferred Compensation Plan (the “2013 Directors DCP”). 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.

The Executive Compensation Committee is responsible for all matters related to directors’ compensation in connection with reviewing and recommending non-employee director compensation to the Board, and does so on a periodic basis. Total compensation is targeted at or near the 50^th percentile of the comparable peer group. The peer group selected for evaluating director compensation is the same as used for evaluating the compensation of the Company’s named executive officers (see section entitled “Overview of Compensation and Process”).

For purposes of establishing director compensation, in September 2016 the Executive Compensation Committee evaluated directors’ compensation as compared to detailed public company information provided by the consulting firm McLagan, a part of Aon plc (“McLagan”), which provides compensation consulting, operational benchmarking and best practice research across financial industries. The Executive Compensation Committee, with the assistance of McLagan, reevaluated directors’ compensation in November 2019 and determined that, based on peer metrics, an increase in the committee per-meeting fee for the Chairperson of the Audit Committee was warranted.

Monthly Retainers and Meeting Fees

Monthly retainers and per-meeting fees for service on the Company’s Board are detailed in the following table. In addition to the fees outlined in the table, independent directors received fees for their service on the Merchants Bank of Commerce board of directors and its respective committees. The total compensation for each director in 2019 is shown in the section entitled “Director Compensation Table.”

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

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.

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.

Code of Conduct, Code of Ethics, and Corporate Governance Documents

The Board has adopted a Code of Conduct that applies to all of our directors, officers and staff and 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 embody 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 Conduct. The Code of Conduct 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 beengood business practices, transparency in financial reporting, and high standards of corporate governance. The Company operates within a comprehensive plan of corporate governance for the practicepurpose 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 Company to separatearea of corporate governance. The Board periodically reviews the dutiesCompany’s governance policies and practices against those suggested by various groups or authorities active in corporate governance and the practices of Chairmanother companies, as well as the requirements of applicable law, NASDAQ listing standards, 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.SEC regulations.

Role in Risk Oversight

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 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.

Corporate Governance Documents

Code of Conduct Policy, Code of Ethics, and Other Corporate Governance Documents

The Board has adopted a Code of Conduct Policy that applies to all directors, officers, and employees of the Company and its affiliates, and a Code of Ethics that applies to the Company’s chief executive officer, chief financial officer, principal accounting officer, and controller or any person serving in those capacities. The Code of Conduct Policy and Code of Ethics embody the Company’s commitment to high standards of ethical and professional conduct. All directors, officers, and employees of the Company and its affiliates are required to certify annually that they have read and complied with the Code of Conduct Policy. The Code of Conduct Policy consists of basic standards of business practice as well as professional and personal conduct. You may access the Code of Conduct Policy, which includes the Code of Ethics, as well as the articles and bylaws, by visiting the Company’s corporate website at www.bankofcommerceholdings.com or by writing to Bank of Commerce Holdings, Attention: Corporate Secretary, 1901 Churn Creek Road, Redding, California 96002.

Anti-Hedging Policy

The Company has 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 Common Stock owned by such person. These transactions can include the purchase of prepaid variable forward contracts, equity swaps, collars, short sales, and exchange funds, among others. Such transactions may create the appearance that the person’s interests generally are not aligned with those of the Company’s shareholders, to the extent that it is designed to hedge or offset against any decrease in the market value of Common Stock.

Anti-Pledging and Margin Account Policy

The Company has an Anti-Pledging and Margin Account Policy that prohibits the Company’s directors and executive officers from pledging Common Stock as collateral or from holding Common Stock in a margin account. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to make a margin call, and any such margin sale may occur at a time when the pledgor is aware of material nonpublic information. None of the Company’s directors or executive officers have pledged shares of Common Stock or hold shares of Common Stock in a margin account.

Clawback Policy

The Company has 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 Company’s material noncompliance 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 requirement 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, in excess of what would have been paid to the executive absent the erroneous data.

Stock Ownership and Retention Guidelines

The Company has Director and Executive Officer Stock Ownership and Retention Guidelines that 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 guidelines were originally adopted), whichever is later, each director is expected to acquire and retain shares of Common Stock having a market value of at least five times his or her annual cash retainer (as defined in the guidelines and exclusive of chairperson retainers and committee per-meeting fees). All directors have met the 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, whichever is later, to acquire and retain Common Stock having a market value equal to at least two times his or her annual base salary. All executive officers have met the 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 50 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.

Board Leadership Structure

The Board is committed to maintaining an independent Board. To that end, the Company separates the duties of Chairman and Chief Executive Officer. 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.

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 boardBoard member to suggest agenda items.

Director QualificationsExecutive Officers

The Board must consistrecognizes that the actual management of the business and affairs of the Company is conducted by the Chief Executive Officer and other senior executives under his supervision. In performing the management function, the Chief Executive Officer and other senior executives are obliged to act in a majoritymanner that is consistent with the oversight functions and powers of directors who meet the independence criteria under NASDAQ listingBoard and the standards of the Company and as adopted byto execute any specific plans, instructions, or directions of 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 interestsSize of the Company’s shareholders. Directors should be committed to devoting sufficient time and energy to diligently performing their duties as directors.Board

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,At its January 2019 meeting, in connection with the acquisition of Merchants Holding Company, the Board determined thatincreased the appropriate sizenumber of the Board would be nine (9) members.directors to 10, effective January 31, 2019.

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.

Director Orientation and Continuing Education

All new directors participate in an orientation program during their first year as a director.program. As part of the orientation, each director receives, a copy of the Director Policy and copies ofamong other materials, access to the Company’s articles, bylaws, Board and bylaws. Orientation also includes presentations by senior managementcommittee meeting materials and minutes, committee charters, regulatory examination reports and filings, corporate governance documents and other policies relating to familiarize new directors with ourthe Board, and 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 Conduct.plan. A new director will attend a meeting with the Chief Executive Officer and Chief Financial Officer to be briefed on Board reports,these materials as well as significant financial, accounting, and risk management issues,issues. Each director is required to review and currentsign the Company’s Insider Trading Policy and potential projects.the Code of Conduct Policy.

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 successfully complete the Directors Certification Program sponsored by the California Bankers Association and the Bankers’ Compliance Group, Inc. each year.

Board Attendance and Annual Meeting Policy

Directors are expected to attend 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,Company, and the Companymanagement distributes materials to the directors sufficiently in advance of each meeting to permit their review.

The Board held eleven (11)13 meetings during 2015.2019. All directors attended at least seventy-five75 percent (75%) of the aggregate number of meetings of the Board and of the committees on which such director serves.served. The Company does not have a formal policy requiring the attendance of its directors at each annual meeting of the shareholders; however, directors are encouraged to attend,attend. The Company had 10 directors at the time of its 2019 annual meeting of shareholders, and eight of nineall directors attended the 2015 annual meeting.

DIRECTOR INDEPENDENCE;
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 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 substantially 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 subsidiary;Merchants 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 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.

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

Compensation Committee Interlocks and Insider Participation

During 2015, our Executive Compensation Committee consisted of Jon W. Halfhide (Chairman), Orin N. Bennett, Gary R. Burks and Lyle L. Tullis. During 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’ 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.”

Based on these standards, the Board has determined that each of the following non-employee directors (all of whom are director nominees) is independent:

Randall S. Eslick, who serves as President and Chief Executive Officer of the Company, is not independent because he is currently an executive officer of the Company. All of the members of the Audit Committee, Executive Compensation Committee, and Nominating and Corporate Governance Committee are independent.

Certain Relationships and Related Transactions

Policy and Procedures on Related Person Transactions

The Company adopted its Code of Conduct Policy to promote a “tone at the top” of the highest ethical standards within the Company.Company and its affiliates. The Code of Conduct Policy requires all directors, officers, and employees of the Company personneland its affiliates to make immediate disclosure ofimmediately disclose 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-partyrelated person transactions present a heightened risk of conflicts of interest and/or improper valuation, or the perception thereof. Such transactions after full disclosureinvolving directors or executive officers of the material terms to the Board,Company must be approved by a majority of the members of the Board who are not parties to the specific transaction.transaction after full disclosure of the material terms to the Board. The Board shallwill determine whether or not the transactions are justfair 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 termsprovisions of California corporate law. The Companylaw governing corporations. Merchants Bank of Commerce has a Regulation O Policy relatingthat applies to loans to insidersits executive officers and other related-party transactions.directors and to the Company’s directors, executive officers, and principal shareholders.

Lending and Other Ordinary Business Transactions

During 2015, almost allMerchants Bank of our directors, as well as some of their respective family members and/or affiliated entities, engaged in loanCommerce conducts banking transactions and/or had other extensions of credit in the ordinary course of business with our banking subsidiary.some of the Company’s directors and executive officers, as well as some of their family members and/or affiliated entities. All of thesesuch transactions, including those entered into since January 1, 2018, 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.

COMMITTEES

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established, among others, a standing 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 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 our articles and bylaws, by visiting our corporatethe Company’s 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 of these three committees of the Board, itsincluding the members who served during 2015, the committee’s purpose, and2019, the number of meetings held in 20152019, and the committee’s purpose, follows.

¹ Mr. Silberstein qualifies as an audit committee financial expert.