Heritage Commerce Corp. Files 8-K on Officer and Director Changes

TL;DR

Heritage Commerce Corp. filed an 8-K on Feb 3, 2025, reporting changes in directors/officers and compensation.

AI Summary

On February 3, 2025, Heritage Commerce Corp. filed an 8-K report detailing changes in its board of directors and executive officers, along with updates on compensatory arrangements. The filing also includes financial statements and exhibits, and a Regulation FD disclosure. Specific details regarding the individuals involved and the nature of the changes were not elaborated upon in the provided text.

Why It Matters

Changes in a company's leadership and executive compensation can signal shifts in strategy or financial health, impacting investor confidence and stock performance.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate governance and executive changes, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

• Heritage Commerce Corp. (company) — Registrant
• February 3, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $390,000 — eement") providing for a base salary of $390,000 per year, and for bonus eligibility and
• $150,000 — stock awards having an initial value of $150,000 and vesting over a period of three year
• $500 — n automobile allowance in the amount of $500 per month. Ms. Sabnani will also receiv
• $30,000 — new-hire signing bonus in the amount of $30,000. If Ms. Sabnani's employment is termin

Filing Documents

• tm254986d1_8k.htm (8-K) — 31KB
• tm254986d1_ex10-1.htm (EX-10.1) — 139KB
• tm254986d1_ex99-1.htm (EX-99.1) — 6KB
• tm254986d1_ex99-1img001.jpg (GRAPHIC) — 31KB
• tm254986d1_ex99-1img002.jpg (GRAPHIC) — 59KB
• 0001104659-25-008654.txt ( ) — 506KB
• htbk-20250203.xsd (EX-101.SCH) — 3KB
• htbk-20250203_lab.xml (EX-101.LAB) — 33KB
• htbk-20250203_pre.xml (EX-101.PRE) — 22KB
• tm254986d1_8k_htm.xml (XML) — 3KB

02 APPOINTMENT OF CERTAIN OFFICERS

ITEM 5.02 APPOINTMENT OF CERTAIN OFFICERS On February 3, 2025, Heritage Commerce Corp (the "Company"), the holding company for Heritage Bank of Commerce (the "Bank") announced the appointment of Janisha Sabnani as Executive Vice President and General Counsel of the Company and the Bank. Ms. Sabnani comes to the Company from First Republic Bank following its acquisition by JPMorgan Chase. At First Republic she served in a progression of roles since July 2014 and most recently as Senior Vice President, Deputy General Counsel and Assistant Secretary since March 2018. Following the acquisition in May 2023, until her departure, she served as an Acquisition Integration Leader, assisting with the integration of First Republic Bank into JPMorgan Chase. Ms. Sabnani also spent several years in private practice as a corporate attorney at Skadden, Arps, Slate, Meagher & Flom, LLP. She currentl serves in a variety of advisory and board roles in Northern California, including with The BASIC Fund and Martha Stoumen Wines. Ms. Sabnani comes to us with more than 15 years of experience in the financial services industry and private practice. Ms. Sabnani holds a Juris Doctor Degree from the New York University School of Law, an M.B.A. from the New York University Leonard N. Stern School of Business, and a B.A. in Political Science and Mass Communications from the University of California, Berkeley. Ms. Sabnani entered into an at-will employment agreement that will become effective on February 3, 2025 (the "Employment Agreement") providing for a base salary of $390,000 per year, and for bonus eligibility and other terms and benefits substantially equivalent to the Company's other senior executive officers. Under the terms of the Employment Agreement, Ms. Sabnani will receive restricted stock awards having an initial value of $150,000 and vesting over a period of three years. She will be eligible to participate in the Company's Executive Officer Cash Incentive Program and the Company

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE On February 3, 2025, the Company issued a press release announcing Ms. Sabnani's accession to the Company's and the Bank's executive leadership team. A copy of the press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the press release be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. 2

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (D) Exhibits. 10.1 Employment Agreement with Janisha Sabnani, dated February 3, 2025. 99.1 Press Release dated February 3, 2025, entitled "Heritage Commerce Corp and Heritage Bank of Commerce Announce Appointment of Janisha Sabnani as New General Counsel." 104 Cover Page Interactive Data File (formatted as Inline XBRL). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 3, 2025 Heritage Commerce Corp By: /s/ Thomas A. Sa Name: Thomas A. Sa Executive Vice President and Chief Operating Officer and Interim Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR