Janisha Sabnani

About Janisha Sabnani

Janisha Sabnani, age 42, is Executive Vice President and General Counsel of Heritage Commerce Corp and Heritage Bank of Commerce, serving since February 2025; she previously held progressive legal roles at First Republic Bank culminating as Senior Vice President, Deputy General Counsel and Assistant Secretary (Mar 2018–May 2023), then led integration efforts at JPMorgan Chase following First Republic’s acquisition, and earlier practiced corporate law at Skadden, Arps, Slate, Meagher & Flom LLP; she holds a J.D. (NYU School of Law), an M.B.A. (NYU Stern), and a B.A. (UC Berkeley) . Her remit at Heritage includes public company reporting, capital markets, corporate governance, regulatory matters, and compliance—functions tightly linked to disclosure quality and risk oversight . Company performance context entering her tenure: in 2024, net income decreased 37% to $40.5M, net interest income decreased 11% to $163.6M, total deposits increased 10%, efficiency ratio was 65.88%, and nonperforming assets were $7.7M with loan loss reserves at 638% of nonperforming assets .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Janisha Sabnani in the 2025 proxy; 2024 Named Executive Officers (NEOs) did not include the General Counsel, and salary tables reference different executives .

Performance Compensation

Annual Executive Officer Cash Incentive Program (Design)

• The Committee assigns target incentive opportunities as a % of base salary and weights awards 75% to a Company financial scorecard and 25% to qualitative, differentiated goals per executive; a capital “gate” requires year-end total risk-based capital ≥10.5% for any payout .
• 2024 Company scorecard metrics and guardrails (program design context for 2025 participation):

• The Committee noted maximum performance achievement on nonperforming assets for 2024, with other metric-level results assessed year-end (payouts for 2024 were disclosed for NEOs, not for Janisha) .

Long-Term Incentive Equity Program (LTIEP)

• Structure: 50% PRSUs and 50% RSUs for eligible executives; PRSUs vest on 3-year relative ROATCE performance; RSUs vest ratably over three years and accelerate upon change of control, death, or disability; dividend equivalents accrue and are paid upon vesting .
• PRSU vesting schedule:

Equity Grant Practices and Trading Controls

• Annual equity awards approved on a predetermined date in March, with off-cycle grants for new hires; grants are not backdated or timed around material nonpublic information; options are not granted during blackout periods tied to periodic filings/8-Ks, and grants are made at fair market value on fixed dates .

Equity Ownership & Alignment

• Stock ownership and retention: requirements apply to executive officers; CEO must hold 3x base salary and other NEOs 1x base salary; executives not yet in compliance must retain 50% of vested shares until reaching guidelines; all executives and directors were in compliance as of Dec 31, 2024 (Janisha joined in 2025, so her status was not part of this assessment) .
• Prohibitions: hedging (including short selling, options, or derivative arrangements) and pledging/margining company stock are prohibited for officers and directors—reducing misalignment and forced-sale risk .
• Beneficial ownership: Janisha is not listed in the February 28, 2025 beneficial ownership table of directors and NEOs, so her share count and % ownership were not disclosed there .

Employment Terms

• No executive employment agreement for Janisha was disclosed in recent filings; program-wide governance applies:
  • Clawback: “no-fault” recoupment of excess incentive compensation for the three completed fiscal years preceding a required accounting restatement due to material noncompliance with financial reporting requirements .
  • Change-in-control treatment: no single-trigger cash severance; cash severance requires both the change-in-control and an involuntary or “Good Reason” termination (double trigger), while equity awards provide single-trigger vesting acceleration upon change of control .
  • No tax gross-ups: the company does not provide tax gross-ups for change-of-control benefits .
  • Perquisites: generally limited; car allowances for NEOs and two memberships for the CEO; executives also subject to insider trading policy, trading windows, and blackout periods .

Performance & Track Record (Company Context)

• Compensation peer group (used for market benchmarking and PRSU performance comparisons): Banc of California, Bank of Marin Bancorp, BayCom, Central Valley Community Bancorp, Farmers & Merchants Bancorp, First Foundation, Five Star Bancorp, Heritage Financial, HomeStreet, Luther Burbank (subsequently acquired), PCB Bancorp, Sierra Bancorp, TriCo Bancshares, Westamerica Bancorporation .
• Say-on-pay approval: 97.2% support at the 2024 annual meeting, reflecting strong shareholder endorsement of compensation design .

Compensation Structure Signals

• Emphasis on pay-for-performance: heavy variable pay via annual cash incentives with pre-established financial metrics and PRSUs linked to three-year relative ROATCE outcomes .
• Risk mitigation and alignment: capital “gate” in cash plan, clawback policy, anti-hedging/anti-pledging, fixed grant calendar, and retention guidelines requiring holding vested shares until compliance .
• Change-of-control economics: equity accelerates on single trigger; cash severance requires double trigger—common in peer banks; no tax gross-ups .

Investment Implications

• Near-term disclosure gap: as a new executive officer (Feb 2025), Janisha’s base salary, target bonus, and initial RSU/PRSU grants are not yet publicly detailed; monitor upcoming proxies and Form 4 filings for award size, vesting, and selling activity to assess insider supply pressure and alignment .
• Alignment levers: PRSUs tied to relative ROATCE and strict hedging/pledging bans indicate strong pay-performance alignment; dividend equivalents defer to vesting, enhancing long-term focus .
• Retention and M&A: single-trigger equity acceleration at change-of-control can reduce post-deal retention incentives, while double-trigger cash severance mitigates immediate exits; watch for bank consolidation signals in the peer group and implications for executive incentive realizations .
• Company operating backdrop: deposit growth (+10%) and low NPAs (0.22% of loans; $7.7M) with high reserve coverage (638%) support credit quality, but lower 2024 earnings may pressure near-term cash incentive outcomes—relevant as she influences disclosure, governance, and regulatory posture in 2025 .