Jack W. Conner
About Jack W. Conner
Independent Chairman of the Board of Heritage Commerce Corp (HTBK). Age 85; director since 2004 and Chair since July 2006. Former Chairman/CEO of Comerica California; BA, San Jose State University. Conner brings decades of community banking leadership, finance, risk, and governance experience in HTBK’s core markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comerica California | Chairman & CEO; Director | CEO 1991–1998; Director until 2002 | Led regional bank; executive leadership through multiple cycles |
| Plaza Bank of Commerce | President & Director | 1979–1991 | Built community banking footprint; operational and strategic leadership |
| Union Bank of California (formerly Union Bank) | Various roles | Began 1964 | Early banking career; finance/operations exposure |
External Roles
| Organization | Role | Current/Public | Notes |
|---|---|---|---|
| — | — | None disclosed | No current public company directorships disclosed in proxy |
Board Governance
- Independence: Board is majority independent; Conner listed among independent directors; Chair role separated from CEO to mitigate conflicts .
- Committee memberships (2024–2025):
- Personnel & Compensation Committee: Member
- Corporate Governance & Nominating Committee: Member; chair transitioned to Jason DiNapoli post-Webster retirement
- Strategic Initiatives Committee: Member
- Meeting cadence and attendance:
- Board held 8 regular meetings; independent directors met in 5 executive sessions (without management) in 2024 .
- Each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Clawback policy; prohibition on hedging/pledging; stock ownership requirements for directors; annual Board/committee self-assessments with independent facilitation in 2024 .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer (Chair of Board) | $85,000 | Chair retainer recognizes added responsibilities |
| Committee chair/member fees | $0 (no chair roles) | Committee chair fees apply to other chairs; directors not paid meeting fees |
| All other compensation | $7,010 | Includes $5,395 cash dividends on unvested restricted stock and $1,615 imputed split-dollar life insurance income |
| Total FY 2024 director compensation | $177,003 | Cash + stock + other per table |
Legacy Director Benefit Agreement (SERP-equivalent for directors):
- Present value of accumulated benefit: $103,500; 21 credited service years; fully vested; monthly payments commence after Board separation, continue until death (joint survivor option available) .
- Benefit increases by 2%/year from commencement; terminates if removed for cause; supported by company-owned split-dollar life insurance (beneficiaries receive 80% of net at-risk insurance) .
Performance Compensation
| Equity Grant | Grant Date | Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock (Chair) | March 8, 2024 | $84,993 | One-year cliff vesting; dividends accrue | Annual director grants target value equal to base cash comp; timed policy as of early March each year |
Performance metrics are not used for director pay; HTBK aligns executive incentives with defined financial targets (signal of pay-for-performance oversight by committees on which Conner serves):
| Executive Officer Cash Incentive Program (2024) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Pre-Tax Income | 20% | $54,933,205 | $70,628,407 | $86,323,609 |
| Nonperforming Assets | 20% | $17,142,857 | $13,333,333 | $10,909,091 |
| Loan Growth (budget %) | 17.5% | $2,061,012,723 | $2,649,873,566 | $3,238,734,358 |
| Deposit Growth (budget %) | 17.5% | $3,263,056,065 | $4,195,357,798 | $5,127,659,531 |
| Qualitative Goals (differentiated by exec) | 25% | — | — | — |
Additional oversight signals:
- Clawback policy applies on “no-fault” basis for material restatements (3-year lookback) .
- Strong Say-on-Pay support: 97.2% approval in 2024 .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Ordinary-course banking relationships | Directors/related persons may have standard banking transactions with Heritage Bank of Commerce; Board pre-approval required for loans; terms at market | Governance policy and Audit Committee oversight of related-party transactions in place; no unfavorable features disclosed |
Expertise & Qualifications
- Banking/Financial Services; Accounting/Auditing; Marketing/Sales; Human Capital; Leadership (CEO/President experience); Legal/Regulatory; Public Company Governance; Risk Management; Strategic Planning/M&A; Community Engagement—skills matrix attributes for Conner .
- Education: BA, San Jose State University .
- Chair leadership structure emphasizes independent oversight separate from management .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 161,876 shares | Includes 10,011 unvested restricted shares (voting rights intact) and 44,344 shares held by spouse |
| Unvested restricted stock (Dec 31, 2024) | 10,011 shares | Director stock awards outstanding |
| Options | None | — |
| Ownership guidelines | Directors must hold ≥3x base cash compensation; all directors in compliance at Dec 31, 2024 | |
| Shares outstanding | 61,611,121 (Mar 31, 2025) | — |
| Ownership as % of outstanding | <1% per proxy; ~0.26% computed from disclosed figures (161,876 / 61,611,121) | |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
-
Strengths
- Independent Board Chair with deep regional banking experience; clear separation from CEO role .
- Active membership on key governance and compensation committees; strong oversight of pay design (Meridian retained as independent consultant) .
- Robust governance policies: clawback, anti-hedging/pledging, director ownership requirements; annual self-assessments with independent consultant engagement in 2024 .
- Attendance and engagement: ≥75% meeting attendance; 5 independent executive sessions; high shareholder support for pay (97.2% Say-on-Pay) .
-
Watch items
- Legacy director benefit agreement (SERP-like) remains outstanding solely for Conner; while modest PV ($103,500), legacy supplemental benefits for directors can draw scrutiny; company discloses split-dollar life insurance support and anti-gross-up stance elsewhere .
- Related-party ordinary-course banking is permitted with controls; continued Audit Committee monitoring mitigates conflict risk .
-
Not observed/red flags in proxy
- No Section 16(a) filing delinquencies .
- No hedging/pledging; no option repricing; no tax gross-ups; director equity time-based (not performance-free grants for directors) .
Overall, Conner’s profile reflects high governance credibility: independent chairmanship, multi-committee oversight, strong policy framework, and ownership alignment. The residual legacy director benefit warrants continued transparency but appears limited in scale and well-disclosed .