Heritage Commerce (HTBK) Proxy Filing summary

Executive summary

• Achieved 10% deposit growth and 4% loan growth in 2024, with total assets rising 9% 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; nonperforming loans were 0.14% of total assets.

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

• Continued focus on personalized, community-based banking and long-term shareholder value.

Voting matters and shareholder proposals

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

• Virtual-only annual meeting to enhance shareholder access and participation.

Board of directors and corporate governance

• Board composed of accomplished, diverse professionals; 7 of 8 nominees are independent.

• Separate Chair and CEO roles; annual director elections and annual board/committee self-evaluations.

• No poison pill, supermajority, or multi-class voting; strong shareholder rights and regular engagement.

• Board committees include Audit, Personnel and Compensation, Corporate Governance and Nominating, Strategic Initiatives, and Finance and Investment, all chaired by independent directors.

• Stock ownership guidelines for directors and executives; all in compliance as of year-end 2024.