UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 15, 2024 (
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
| ITEM 5.02 | Departure of Directors or Certain Officers |
On August 12, 2024, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank”) received notice from Director Ranson W. Webster, announcing that Mr. Webster would retire and withdraw as a director of the Company effective as of October 1, 2024. Following Mr. Webster’s retirement, he will be entitled to receive certain benefits pursuant to a First Amended and Restated Director Compensation Benefits Agreement dated December 29, 2008 (“Benefits Agreement”). A copy of the Benefits Agreement is filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2023. A summary of the Benefits Agreement is set forth at page 17 of the Company’s the Definitive Proxy Statement on Schedule 14A, filed in connection with the Company’s 2024 Annual Meeting of Shareholders, and both the Benefits Agreement and the summary thereof are incorporated by reference herein.
| ITEM 9.01 | Financial Statements and Exhibits |
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: August 15, 2024
Heritage Commerce Corp
| By: | /s/ Lawrence D. McGovern | |
| Name: Lawrence D. McGovern | ||
| Executive Vice President and Chief Financial Officer | ||
2
Exhibit 99.1
Ranson W. Webster to Retire from Heritage Commerce Corp Board of Directors and Julianne M. Biagini-Komas to be named Vice Chair of Board
San Jose, California – August 15, 2024 -- Heritage Commerce Corp (NASDAQ: HTBK) (the "Company"), the parent company of Heritage Bank of Commerce (the "Bank"), today announced the retirement of Ranson W. Webster from the Board of Directors, effective October 1, 2024. As one of the original founders, Mr. Webster joined the Board in 2004 and has served as Vice Chair of the Boards of Directors of the Company and the Bank. Director Julianne M. Biagini-Komas will assume the role of Vice Chair of on both boards effective on the same date.
"On behalf of management and the Board of Directors, I want to extend our deepest gratitude to Ranson for his many years of dedicated service. Throughout his tenure, he served the Company and its shareholders with distinction," said Jack W. Conner, Chair of the Board. "Ranson brought significant business insight, strategic foresight, and financial expertise to the Company, and we wish him all the best in his well-deserved retirement."
"It has been a privilege and a pleasure to serve as Vice Chair on the Heritage Commerce Corp and Heritage Bank of Commerce Boards of Directors for the past two decades," said Ranson W. Webster. "Our achievements during my tenure were only possible through the hard work and collaboration of our Board and the entire banking staff. I will miss working alongside the team and extend my heartfelt thanks for all of our accomplishments."
“As we wish Ranson the very best during his retirement, we welcome Julianne to the position of Vice Chair of both the Company and the Bank,” said Clay Jones, President and Chief Executive Officer.
“It has been my honor to work alongside Ranson these last 9 years and I wish him a happy well-earned retirement. I am pleased to take on this new role on behalf of the Company and Bank,” said Julianne Biagini-Komas, Director.
Ms. Biagini-Komas is an accomplished business executive with extensive expertise in accounting, finance, operations and strategic planning. She has served as an Independent Director of the Company and the Bank since August 20, 2015, and is currently the Audit Committee Chairperson and Member of the Personnel and Compensation Committee. She was a Director of Focus Business Bank prior to the acquisition by the Company in 2015. She also served most recently as Vice President, Finance and Human Resources of CNEX Labs, Inc. and Chief Financial Officer of Quantumscape Corporation. She began her career at KPMG and is a Certified Public Accountant in California with a Bachelor of Science in Accounting from San Jose State University and a Master in Business Administration from Santa Clara University.
Heritage Commerce Corp, a bank holding company established in October 1997, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose, CA with full-service branches in Danville, Fremont, Gilroy, Hollister, Livermore, Los Altos, Los Gatos, Morgan Hill, Oakland, Palo Alto, Pleasanton, Redwood City, San Francisco, San Jose, San Mateo, San Rafael, and Walnut Creek. Heritage Bank of Commerce is an SBA Preferred Lender. Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in San Jose, CA and provides business-essential working capital factoring financing to various industries throughout the United States. For more information, please visit www.heritagecommercecorp.com.
Member FDIC
For additional information, contact:
Debbie Reuter
EVP, Corporate Secretary
Direct: (408) 494-4542
Debbie.Reuter@herbank.com
Cover |
Aug. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 12, 2024 |
| Entity File Number | 000-23877 |
| Entity Registrant Name | HERITAGE COMMERCE CORP |
| Entity Central Index Key | 0001053352 |
| Entity Tax Identification Number | 77-0469558 |
| Entity Incorporation, State or Country Code | CA |
| Entity Address, Address Line One | 224 Airport Parkway |
| Entity Address, City or Town | San Jose |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95110 |
| City Area Code | 408 |
| Local Phone Number | 947-6900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, No Par Value |
| Trading Symbol | HTBK |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |