Heritage Commerce (HTBK) Proxy Filing summary

Executive summary

• Achieved 10% deposit growth and 4% loan growth in 2024, with total assets rising to $5.6 billion and net income of $40.5 million, despite a challenging banking environment and a 42 basis point decline in net interest margin.

• Recognized for strong credit quality, national accolades, and robust capital and liquidity positions.

• Invested in leadership, technology, and operational strength, including hiring a new COO, General Counsel, and Chief People & Culture Officer.

• Board recommends voting for all director nominees, bylaw amendment, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote to elect 8 directors for one-year terms, approve a bylaw amendment to adjust board size, provide an advisory vote on 2024 executive compensation, and ratify Crowe LLP as the independent auditor for 2025.

• Virtual-only annual meeting format enhances shareholder access and participation.

• Shareholder proposals for the 2026 meeting must comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board is majority independent, with separate Chair and CEO roles; 7 of 8 director nominees are independent.

• Board diversity: 25% women, 37.5% women and underrepresented minorities among nominees.

• Annual board and committee self-evaluations, regular shareholder engagement, and robust governance policies including a clawback policy and anti-hedging/pledging rules.

• Committees include Audit, Personnel and Compensation, Corporate Governance and Nominating, Strategic Initiatives, and Finance and Investment.