Christopher J. Abate
About Christopher J. Abate
Christopher J. Abate was appointed as a non‑employee director of Heritage Commerce Corp (HTBK) and Heritage Bank of Commerce on August 18, 2025; he serves on the Audit Committee and the Personnel & Compensation Committee, bringing over 20 years of finance and real estate expertise from Redwood Trust, Inc. . He holds a B.A. in accounting and finance (Western Michigan University) and an M.B.A. from UC Berkeley and Columbia University; prior experience includes PricewaterhouseCoopers LLP, and progressive leadership roles at Redwood Trust culminating in CEO since 2018 and director since 2017 . HTBK’s committee membership standards require independence for Audit and Personnel & Compensation Committees; he was appointed to both, and the company reports no related‑party transactions involving him, supporting independent status under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redwood Trust, Inc. | Chief Executive Officer | May 2018 – present | Led product innovation and platform development; public company CEO oversight experience |
| Redwood Trust, Inc. | Director | Since Dec 2017 | Board governance experience at a public mortgage finance company |
| Redwood Trust, Inc. | President | Jul 2016 – May 2018 | Senior leadership across complex markets |
| Redwood Trust, Inc. | Chief Financial Officer | Mar 2012 – Aug 2017 | Deep accounting/finance oversight; SEC reporting |
| Redwood Trust, Inc. | Controller | Jan 2009 – Mar 2013 | Financial controls; internal reporting |
| PricewaterhouseCoopers LLP | Professional (audit/accounting) | Prior to Apr 2006 | Big Four rigor; technical accounting |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Redwood Trust, Inc. (NYSE: RWT) | CEO and Director | CEO since May 2018; Director since Dec 2017 | Not disclosed in HTBK filings |
Board Governance
- Committee assignments: Audit Committee; Personnel & Compensation Committee (no chair roles disclosed) .
- Independence and conflicts: Company policy states all Audit and Personnel & Compensation Committee members are independent; HTBK disclosed no related‑party transactions or arrangements involving Abate, and he receives standard non‑employee director pay, supporting independence .
- Attendance and engagement: HTBK expects directors to attend Board and committee meetings; in 2024 each director attended at least 75% of meetings and independent directors held five executive sessions. Abate joined in 2025; his attendance has not yet been disclosed .
- Shareholder engagement and governance signals: HTBK maintains anti‑hedging/anti‑pledging policies, a clawback policy, and stock ownership guidelines for directors; executive compensation received 97.2% support in 2024 Say‑on‑Pay, indicating strong investor alignment .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Director cash retainer | $50,000 | Standard non‑employee director retainer |
| Chair of the Board retainer | $85,000 | Not applicable to Abate |
| Vice Chair retainer | $62,500 (pro‑rated from Oct 1, 2024) | Not applicable to Abate |
| Committee chair fees | Audit: $15,000; Finance & Investment: $12,000; Loan: $10,000; Other standing committees: $8,000 | Abate is not disclosed as a chair |
| Meeting fees | None | No separate meeting fees |
| 2025 appointment terms (Abate) | Pro‑rated cash retainer and restricted stock grant with annual market value of $50,000 | Receives same compensation as other non‑employee directors, pro‑rated for 2025 |
Performance Compensation
| Equity Component | Annual Value | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Director restricted stock (RSAs/RSUs) | Equal to base cash compensation (e.g., $50,000 for non‑chair) | Generally granted March 8 following year of service; value based on prior‑day close | One‑year cliff vest; prorated for partial year service | None for directors; equity is time‑based, not performance‑based |
| 2025 appointment terms (Abate) | $50,000 annual value (pro‑rated) | As per director equity policy | As per director policy | None |
HTBK’s performance‑based equity metrics (e.g., ROATCE‑based PRSUs over three years) apply to executives, not non‑employee directors .
Other Directorships & Interlocks
| Company | Relationship to HTBK | Disclosure |
|---|---|---|
| Redwood Trust, Inc. (public mortgage finance REIT) | Potential ecosystem proximity (mortgage/real estate finance), but HTBK disclosed no related‑party transactions or arrangements with Abate. No family relationships and no appointing arrangements reported . | No related‑party transactions reportable under SEC rules; standard non‑employee director compensation applies . |
Expertise & Qualifications
- Finance, accounting, and public company governance expertise developed through roles as CFO, Controller, President, and CEO at Redwood Trust; Big Four training at PwC .
- Domain knowledge in real estate, complex markets, product innovation, platform development; useful for HTBK’s Finance/ Audit oversight and strategic planning .
- Educational credentials: B.A. in accounting/finance (Western Michigan); M.B.A. (UC Berkeley & Columbia) .
- Committee fit: Appointment to Audit and Personnel & Compensation aligns with technical financial skills and governance experience; both committees comprised entirely of independent directors per HTBK policy .
Equity Ownership
| Filing | Date of Event | Title of Security | Amount Beneficially Owned | Ownership Form | Notes |
|---|---|---|---|---|---|
| Form 3 (initial statement) | 08/18/2025 | Common Stock, no par value | 0 | Direct (D) | “No securities are beneficially owned.” Filed via attorney‑in‑fact |
| Director equity policy | Ongoing | Restricted stock grants | Annual grant equal to base cash compensation (e.g., $50,000) | Time‑based vesting | Grants are generally March 8 following year of service; one‑year cliff vest; prorated for partial year |
| Director ownership guidelines | Ongoing | Minimum ownership | ≥3x base cash compensation for non‑employee directors | Retention limits | Review annually; anti‑hedging and anti‑pledging policies apply |
Governance Assessment
- Positive signals: Independent committee placements (Audit; Personnel & Compensation); no related‑party transactions; adherence to standardized, transparent director pay policy; strong governance practices (anti‑hedging/pledging, clawback, stock ownership guidelines); high Say‑on‑Pay support (97.2%) indicating shareholder confidence in pay governance .
- Alignment watch‑items: Initial Form 3 shows zero beneficial ownership at appointment—common for new directors but near‑term alignment depends on equity grant vesting and progress toward ownership guidelines (≥3x base cash compensation) .
- Time/role complexity: Concurrent public‑company CEO role (Redwood Trust) offers valuable expertise but warrants routine monitoring for potential time constraints or indirect ecosystem overlaps; HTBK’s related‑party policy and committee independence mitigate conflict risks, and the company disclosed no related‑party transactions .
RED FLAGS to monitor
- Initial zero share ownership (until director grant vests and ownership guidelines are met) .
- Dual public‑company commitments (HTBK director; Redwood Trust CEO/director) — monitor workload/attendance disclosures in future proxies; HTBK reported strong overall attendance in 2024, but Abate’s 2025 attendance is not yet disclosed .
Key Policies and Protections
- Related‑party transaction review under a formal policy (Audit Committee approval; arm’s‑length terms required) .
- Anti‑hedging/anti‑pledging of company stock by officers/directors .
- Clawback policy to recoup excess compensation upon restatement .
- Director ownership guidelines and retention requirements (≥3x base cash compensation; retention restrictions when below target) .