Jason DiNapoli
About Jason DiNapoli
Jason DiNapoli (age 56) has served as an independent director of Heritage Commerce Corp since 2018. He co‑founded 1st Century Bank in 2003, later becoming President and CEO of 1st Century Bank and 1st Century Bancshares (2008–2016); he currently serves as Executive Vice President of MidFirst Bank and President & CEO of its 1st Century Bank division. He holds a bachelor’s degree from the University of California, Berkeley, and brings extensive banking, finance, and public company governance experience to HTBK’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1st Century Bank; 1st Century Bancshares, Inc. | President & CEO | 2008–2016 | Led growth and operations; merger completed July 1, 2016 to Midland Financial/MidFirst Bank |
| JP DiNapoli Companies Inc. | Vice President of Finance | Prior to 1st Century Bank | Real estate investment/development finance experience |
| Union Bank of California | Vice President | Prior to JP DiNapoli | Banking experience complementing board finance expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| MidFirst Bank | Executive Vice President | Current | Also President & CEO of 1st Century Bank division |
| Public company board (prior) | Director | Historical | Experience as a board member of a publicly traded bank holding company (1st Century Bancshares) |
| Community organizations | Various | Ongoing | Active in numerous community organizations |
Board Governance
- Independence: The board identifies DiNapoli as independent under SEC and Nasdaq rules .
- Committee assignments and chair roles:
- Chair, Corporate Governance & Nominating Committee; 7 meetings in 2024 .
- Member, Finance & Investment Committee; 8 meetings in 2024 .
- Member, Heritage Bank of Commerce Loan Committee; 20 meetings in 2024 .
- Attendance and engagement: All directors (including DiNapoli) attended at least 75% of board and applicable committee meetings in 2024; all directors attended the 2024 annual shareholders meeting. Independent directors held five executive sessions without management in 2024 .
- Stock ownership guidelines: Directors must hold ≥3× base cash compensation; all directors were in compliance as of December 31, 2024 .
Fixed Compensation
| Component | 2024 Amount | Structure/Terms |
|---|---|---|
| Annual Director Retainer (policy) | $50,000 | Base cash for non‑chair directors; no per‑meeting fees |
| Committee Chair Fees (policy) | $8,000 (CG&N chair); $12,000 (Finance Chair); $15,000 (Audit Chair); $10,000 (Loan Committee Chair) | Paid annually; pro‑rated if role changes mid‑year |
| Fees Earned or Paid in Cash (DiNapoli) | $52,000 | Reflects base retainer plus pro‑rated chair fee after Oct 1, 2024 appointment as CG&N Chair |
| Stock Awards (grant‑date fair value) | $49,998 | Annual restricted stock equal to base cash compensation; grants typically March 8; one‑year cliff vest; dividends paid on unvested shares |
| All Other Compensation | $3,174 | Cash dividends on unvested restricted stock |
Performance Compensation
| Award Type | Performance Metric(s) | Vesting | 2024 Grant Detail |
|---|---|---|---|
| Director equity grants | None (time‑based restricted stock) | One‑year cliff vest; dividends on unvested shares | Annual restricted stock equal to base cash compensation; no options; no performance metrics |
HTBK does not use performance‑based equity or cash incentives for non‑employee directors; director equity is time‑based restricted stock equal to cash retainer and leadership role value .
Other Directorships & Interlocks
- Current: Executive Vice President at MidFirst Bank and President & CEO of its 1st Century Bank division (Los Angeles market), which is geographically distinct from HTBK’s Bay Area footprint; bylaws restrict directors from serving as officers of unaffiliated banks in cities where HTBK operates or adjacent cities, supporting independence in HTBK markets .
- Prior: Director experience at publicly traded 1st Century Bancshares (historical) enhances governance expertise .
Expertise & Qualifications
- Banking/Financial services leadership and risk management; prior President/CEO roles enhance strategic and credit oversight capabilities .
- Public company governance and finance expertise; valued for Corporate Governance & Nominating Committee leadership .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 377,933 shares (<1% of outstanding) |
| Unvested restricted stock (as of 12/31/2024) | 5,889 shares |
| Stock options | None |
| Ownership guidelines compliance | In compliance (≥3× base cash comp) |
| Pledging/Hedging | Prohibited by policy; no pledging disclosed for DiNapoli |
Governance Assessment
- Board effectiveness: DiNapoli’s leadership as CG&N Chair and service on Finance & Investment and Loan Committees indicate strong engagement in governance, capital/liquidity oversight, and credit approval processes; attendance met expectations and independent sessions were held regularly, supporting robust board challenge and oversight .
- Independence and conflicts: The company’s related‑party transaction policy funnels approvals through the Audit Committee with independence safeguards; ordinary‑course banking relationships are permitted on market terms with Board approval. No related‑party transactions or conflicts are disclosed for DiNapoli; anti‑pledging/hedging policy further aligns director interests with shareholders .
- Compensation alignment: Director pay mix balances cash retainer with time‑based restricted stock equal to cash compensation; no per‑meeting fees or options; dividends on unvested stock are modest. The stock ownership guideline (≥3× base cash comp) and disclosed compliance support skin‑in‑the‑game for directors .
- RED FLAGS: None disclosed related to attendance, Section 16(a) filings, pledging/hedging, option repricing, or related‑party transactions for DiNapoli. All Section 16(a) filing requirements were met for directors in 2024; the company maintains clawbacks and prohibits tax gross‑ups and option repricing, reinforcing shareholder‑friendly governance .