Chris Edmonds-Waters
About Chris Edmonds-Waters
Chris Edmonds‑Waters, age 62, is Executive Vice President and Chief People & Culture Officer at Heritage Bank of Commerce (HTBK), having joined in April 2024. He previously served as Chief Human Resources Officer at Silicon Valley Financial Group/Silicon Valley Bank (2006–2023) after joining SVB in 2003, and held HR Director roles at Charles Schwab & Co., Inc.; his education includes an MA in Human Resources & Organization Development (University of San Francisco) and a BA in Intercultural Communication with a Spanish minor (Arizona State University) . Company performance during his tenure-to-date: total deposits +10% and loans +4% in 2024; net income was $40.5 million, with net interest margin at 3.28% (down 42 bps), efficiency ratio 65.88%, and nonperforming assets at $7.7 million; cumulative TSR as reported in the Pay vs. Performance table for 2024 was $95.61 vs. $132.60 for the KBW Nasdaq Bank Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silicon Valley Financial Group / Silicon Valley Bank | Chief Human Resources Officer | 2006–2023 | Led workforce preparation for expansion into new offshore markets and product lines; partnered with CEO/executive team to build a values-driven culture |
| Silicon Valley Financial Group / Silicon Valley Bank | HR leadership roles (progression) | 2003–2006 | Progressive responsibility culminating in CHRO; supported talent and culture scaling |
| Charles Schwab & Co., Inc. | Human Resources Director positions | Not disclosed | Built HR expertise prior to SVB; foundational HR leadership experience |
External Roles
No external board or public company directorships disclosed for Edmonds‑Waters in HTBK filings .
Fixed Compensation
Specific base salary, target bonus, and actual bonus paid for Edmonds‑Waters are not disclosed in HTBK’s proxy statement or 8‑K filings .
Performance Compensation
HTBK’s executive compensation framework governing Edmonds‑Waters’ incentive structure emphasizes pay-for-performance via an annual cash program and a long‑term equity program introduced for management beginning with the 2023 performance year. The cash program uses a weighted company scorecard; long‑term equity uses time‑based RSUs and performance RSUs (PRSUs) tied to ROATCE vs. peers .
| Metric | Weight | Threshold | Target | Maximum | 2024 Performance Assessment |
|---|---|---|---|---|---|
| YTD Pre‑Tax Income ($) | 20% | 54,933,205 | 70,628,407 | 86,323,609 | Below target (company noted earnings impact from investments and rate environment) |
| Nonperforming Assets ($) | 20% | 17,142,857 | 13,333,333 | 10,909,091 | Achieved maximum (strong credit quality) |
| Loan Growth ($) | 17.5% | 2,061,012,723 | 2,649,873,566 | 3,238,734,358 | Upper end of target range |
| Deposit Growth ($) | 17.5% | 3,263,056,065 | 4,195,357,798 | 5,127,659,531 | Upper end of target range |
| Qualitative Factors (individual goals) | 25% | Differentiated by executive | Differentiated by executive | Differentiated by executive | Customized goals by executive role; CEO, CCO, CRO, CBO examples disclosed |
Long‑Term Equity Vesting Structure:
- PRSUs: 3‑year performance period (e.g., 2025–2027) with vesting by ROATCE percentile vs. peer group: 35th=50%, 50th=100%, 75th=150%; straight‑line interpolation; dividends accrued as equivalents and paid at vest .
- RSUs: time‑based, ratable over 3 years; dividends accrued as equivalents; equity awards accelerate upon change of control, death or disability .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO = 3x base salary; other executive officers (incl. Edmonds‑Waters) = 1x base salary; executives must retain at least 50% of shares earned under equity programs once guidelines are met; stock options and unvested performance equity do not count toward compliance; as of Dec 31, 2024, all executives were in compliance .
- Anti‑hedging/pledging: Explicit prohibition on hedging and pledging company stock for officers and directors .
- Clawback: Incentive compensation recovery policy allows recoupment in event of fraud or material restatement; applies to senior management .
- Beneficial ownership: Edmonds‑Waters is not individually itemized in the beneficial ownership table; executive officers as a group (16 individuals) held 1,667,273 shares (2.71% of shares outstanding) as of Feb 28, 2025 .
Employment Terms
- Executive contracts: HTBK uses executive employment agreements to foster stability; cash severance requires a “double‑trigger” (change of control and termination) with no tax gross‑ups; single‑trigger equity acceleration is standard for awards; arbitration and non‑solicit provisions appear in exemplar agreements .
- Severance multiples (illustrative from disclosed NEO agreements): CEO 2.75x salary+avg bonus upon change‑of‑control termination; others commonly 2.0x; involuntary without cause typically 1.0x salary+avg bonus; COBRA continuation for 12–24 months depending on scenario; single‑trigger equity vesting acceleration on change of control .
- Note: Edmonds‑Waters’ individual employment agreement terms (base salary, bonus target, multiples) are not disclosed .
Performance & Track Record
- At HTBK: Role focuses on culture to attract, develop, and retain top talent; company reported 2024 human capital metrics: 357 FTEs with 8.2‑year average tenure, turnover 17% (+4% vs prior year); 51% of new hires female; 63% racially/ethnically diverse hires; leadership development, unconscious bias training, culture ambassador initiatives, and listening sessions expanded in 2024 .
- Prior impact (SVB): Led HR through workforce scaling for offshore markets and new product lines; partnered with CEO/executives to build values‑driven culture to support client success .
Compensation Peer Group & Say‑on‑Pay
- Compensation peer group (2024): includes regional/community banks such as Banc of California, Bank of Marin, BayCom, TriCo Bancshares, Westamerica, etc.; selection criteria include asset size ($2.4–$13B), product similarity, and performance comparability; market data adjusted for San Jose wages (+29.5%) with 4% anticipated salary adjustment .
- Say‑on‑Pay approval: 97.2% support at 2024 annual meeting, reflecting strong shareholder alignment on executive compensation design .
Risk Indicators & Red Flags
- Positive governance signals: anti‑hedging/pledging policy; clawback; independent compensation consultant; double‑trigger cash severance (no single‑trigger cash) .
- Equity acceleration: single‑trigger equity vesting on change of control is prevalent among similar‑size banks and present at HTBK; investors should weigh potential incentives around M&A outcomes .
- Section 16 compliance: company reported all executive officers/directors met filing requirements for 2024 .
Investment Implications
- Alignment: Ownership guidelines (1x salary for executives) plus anti‑pledging/hedging and clawback enhance alignment and reduce hedging‑related selling pressure; executives in compliance as of year‑end 2024 .
- Retention risk: While Edmonds‑Waters’ specific severance terms are undisclosed, HTBK’s standard double‑trigger cash severance and single‑trigger equity acceleration lower retention risk during strategic transitions; no tax gross‑ups mitigate shareholder-unfriendly optics .
- Performance levers: Annual incentives tied to pre‑tax income, credit quality (NPA), and growth in loans/deposits, with differentiated qualitative goals—Edmonds‑Waters’ impact likely manifests through human capital productivity, engagement, and talent acquisition supporting growth and credit outcomes .
- Trading signals: High say‑on‑pay approval (97.2%) and strong credit metrics (max NPA performance) offset earnings pressure from rate environment; equity award acceleration on change of control suggests sensitivity to M&A catalysts .