Bruce H. Cabral
About Bruce H. Cabral
Independent director at Heritage Commerce Corp (HTBK); age 70; director since October 2019 via the Presidio Bank acquisition. Former Senior Executive Vice President and Chief Credit Officer of Union Bank with a 32-year tenure (1977–2010), bringing deep credit and risk leadership to the board. Committee roles include member of the Corporate Governance & Nominating Committee (joined Oct 1, 2024) and Finance & Investment Committee, and Chair of Heritage Bank of Commerce’s Loan Committee. Attendance met board standards in 2024 (≥75% of board and applicable committee meetings), with five independent-director executive sessions held.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Bank | Senior EVP & Chief Credit Officer | 1977–2010 | Led enterprise credit risk; long-tenured banking operator |
| Presidio Bank | Director (prior to HTBK acquisition) | Through Oct 2019 (start date not disclosed) | Board oversight at a community bank later acquired by HTBK |
External Roles
No current public company directorships disclosed for Mr. Cabral in HTBK’s 2025 proxy.
Board Governance
- Independence: Classified as an independent director; HTBK maintains separate Chair/CEO roles and a majority-independent board.
- Committee assignments (2024 activity shown to gauge workload/engagement):
- Corporate Governance & Nominating Committee (member; 7 meetings in 2024; appointed Oct 1, 2024).
- Finance & Investment Committee (member; 8 meetings in 2024).
- Heritage Bank of Commerce Loan Committee (Chair; 20 meetings in 2024).
- Attendance: Each director attended ≥75% of board and applicable committee meetings in 2024; five executive sessions of independent directors were held.
- Skills matrix signals expertise in banking/financial services, accounting/financial reporting, legal/regulatory, and risk management.
Fixed Compensation (Director Pay – 2024)
| Component | Policy/Amount | Cabral 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | $50,000 | Flat retainer; no meeting fees |
| Committee chair fee (Loan Committee) | $10,000 | $10,000 | Applicable as Loan Committee Chair |
| Other chair fees | Varies by committee | $0 | Not an Audit/Finance Chair in 2024 |
| Total cash | — | $60,000 | Matches retainer + Loan Chair fee |
| All other compensation | — | $3,174 | Primarily cash dividends on unvested restricted stock |
Policy highlights:
- No per-meeting fees; vice chair/chair roles receive incremental retainers.
- Director ownership guideline: ≥3× base cash compensation; all directors in compliance as of 12/31/2024.
Performance Compensation (Director Equity – 2024)
| Equity Element | Structure | 2024 Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director restricted stock | Value targeted to base cash compensation | $49,998 | One-year cliff | Grants generally made March 8 following year of service; value set at prior trading day close |
| Options | Not part of current program | — | — | Legacy options from Presidio Bank may exist (see ownership) |
- No director performance-vested equity; equity is time-based restricted stock aligned to annual cash retainer.
Other Directorships & Interlocks
No other current public company directorships or disclosed interlocks; Mr. Cabral’s biography lists prior Union Bank executive experience and Presidio Bank directorship.
Expertise & Qualifications
- Credit and risk leadership (former CCO, Union Bank) with extensive banking operations experience.
- Board skills matrix flags competencies in banking/financial services, accounting/financial reporting, legal/regulatory, and risk management.
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 131,612 shares (<1% of class) | Includes 118,313 shares held indirectly by trust |
| Exercisable options | 7,410 | Legacy options assumed from Presidio plans |
| Unvested restricted stock/awards at 12/31/2024 | 5,889 | Director equity outstanding |
| Pledging/Hedging | Prohibited | Company policy bars pledging/hedging by directors/officers |
| Ownership guideline status | In compliance | Directors in compliance as of 12/31/2024 |
Related-Party and Conflict Controls
- Related-party transaction policy requires Audit Committee approval; transactions must be on arm’s-length terms.
- Director/officer banking relationships occur in the ordinary course under standard credit policies; board approval is required for loans to directors/executives; SOX loan prohibitions do not apply to bank products made in ordinary course.
- No Section 16(a) filing delinquencies for directors in 2024.
Governance Assessment
- Positives: Independent status; deep credit/risk background valuable to a community bank; heavy committee engagement (Loan Committee Chair; Finance & Investment; Corporate Governance), with strong meeting cadence indicating active oversight; equity retainer aligns director incentives; anti-pledging policy and stock ownership guidelines enhance alignment.
- Potential watch items: As Loan Committee Chair, inherent conflict risk must be safeguarded (e.g., if personal or related-party loans existed); HTBK’s policies mandate arm’s-length terms and Audit Committee oversight for related-party transactions, which mitigates this risk. No specific related-party issues are disclosed for Mr. Cabral.
- Investor confidence signal: Director compensation is modest and largely balanced between cash and time-based equity; attendance expectations met; governance framework (separate Chair/CEO, majority-independent board, anti-pledging, clawback) is shareholder-friendly.