Julianne M. Biagini-Komas
About Julianne M. Biagini-Komas
Independent director and current Vice Chair of Heritage Commerce Corp (HTBK). Age 62; joined the Board in August 2015 and also serves on the Board of Heritage Bank of Commerce. Former VP, Finance & HR at CNEX Labs (2015–2021), CFO at QuantumScape (2011–2014) and Endwave (1994–2007). Holds a B.S. in Accounting (San Jose State University) and an MBA (Santa Clara University); CPA background; designated “audit committee financial expert” and “financially sophisticated” under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNEX Labs, Inc. | Vice President, Finance & Human Resources | Mar 2015 – Apr 2021 | Led finance and HR; relevant to compensation oversight . |
| QuantumScape Corporation | Chief Financial Officer | 2011 – 2014 | CFO experience strengthens audit oversight . |
| Endwave Corporation (Nasdaq-listed) | Chief Financial Officer | 1994 – 2007 | Long-tenured public co. CFO; deep accounting expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Focus Business Bank | Director | Prior to joining HTBK Board | Former member of FBB board; adds banking governance experience . |
| Heritage Bank of Commerce (subsidiary) | Director | Current | All HTBK directors also serve on Bank’s board . |
Board Governance
- Independence: Board states eight of nine current directors are independent; Ms. Biagini-Komas is among the independent nominees and serves as Vice Chair .
- Committee roles: Audit Committee Chair; member, Personnel & Compensation Committee .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; independent directors held five executive sessions without management .
- Committee engagement: Audit Committee met 11 times in 2024; Personnel & Compensation met 10 times in 2024 .
- Expertise designation: Board designated her as an “audit committee financial expert” and financially sophisticated under Nasdaq .
- Board leadership: Separate Chair and CEO; Vice Chair role assumed in Oct 2024 (upon Webster’s retirement) .
Fixed Compensation
- Cash retainer policy (2024): $50,000 annual retainer for directors; Vice Chair received an additional $12,500 cash retainer pro‑rated from Oct 1, 2024; Audit Committee Chair receives an additional $15,000; no meeting fees .
- Director cash received: Ms. Biagini-Komas received $65,000 in cash fees for 2024; $64,250 in 2023 .
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $64,250 | $65,000 |
| Committee Chair Fee Included? | Audit Chair included per policy | Audit Chair included per policy |
| Vice Chair Cash Retainer Policy | N/A (not Vice Chair) | Additional $12,500 pro‑rated from Oct 1, 2024 (policy) |
| Meeting Fees | None | None |
Performance Compensation
- Equity grant policy (directors): Annual restricted stock grants are made each March 8, with value equal to base cash compensation and including Chair/Vice Chair leadership adjustments; one‑year cliff vesting; pro‑rated for partial years of service .
- Stock awards: $49,995 (grant date value) in 2023; $49,998 in 2024 .
- Outstanding RSAs: 6,747 shares at 12/31/2023; 5,889 shares at 12/31/2024 .
- No performance-based director equity (no PSUs/options disclosed for directors); awards are time-based RSAs .
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($ grant-date value) | $49,995 | $49,998 |
| Unvested Restricted Stock Awards (shares, year-end) | 6,747 | 5,889 |
| Vesting Schedule | One-year cliff | One-year cliff |
| Equity Award Policy Parameters | Details |
|---|---|
| Grant date | March 8 following year of service |
| Valuation | Closing stock price on prior trading day |
| Leadership adjustments | Chair $85,000; Vice Chair $62,500; Members $50,000 (economic value at grant) |
| Vesting | One-year cliff; pro‑rated for partial-year service |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Focus Business Bank | Bank (prior) | Director (former) | Prior role; no current related-party transactions disclosed . |
| Heritage Bank of Commerce | Bank (subsidiary) | Director (current) | Dual role standard for HTBK directors . |
Expertise & Qualifications
- CPA background; B.S. Accounting (SJSU) and MBA (Santa Clara University) .
- Former public-company CFO (Endwave) and pre‑public CFO (QuantumScape); strong accounting, tax, internal control and audit oversight credentials; explicitly designated audit financial expert .
- 20 years HR administration experience supports Personnel & Compensation Committee work .
Equity Ownership
| Ownership Detail | 2024 (as of Feb 29) | 2025 (as of Feb 28) |
|---|---|---|
| Beneficially owned shares | 47,671 | 53,560 |
| Exercisable options (within 60 days) | — | — |
| Unvested RSAs (note on voting) | Director RSAs carry voting rights (committee footnotes show similar treatment for directors) . | Director RSAs carry voting rights (committee footnotes show similar treatment for directors) . |
- Director stock ownership guidelines: Minimum ownership equal to ≥3x base cash compensation; all directors, including Ms. Biagini-Komas, were in compliance at 12/31/2024 .
- Hedging/pledging: Prohibited for directors; enhances alignment with shareholders .
Shareholder Voting Signal (Director Election 2024)
| Proposal | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Director – Julianne M. Biagini-Komas | 44,053,411 | 1,017,413 | 5,158,588 |
2024 say‑on‑pay (advisory) support also strong: For 43,370,601; Against 1,228,760; Abstentions 471,463 .
Related-Party & Conflicts Review
- Item 404 related-party transactions: Compensation Committee discloses no relationships requiring disclosure; directors on the committee (including Ms. Biagini‑Komas) were independent and had no Item 404 relationships .
- Policies: Board maintains special procedures and limits on related-party transactions; independent governance committees and clawback policy in place .
- Section 16(a): Company reports all directors complied with Section 16(a) filing requirements in 2024 .
Compensation Structure Analysis (Directors)
| Category | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash fees ($) | $64,250 | $65,000 | Modest increase; no meeting fees . |
| Equity grants ($) | $49,995 | $49,998 | Time-based RSAs; annual grant in March . |
| All Other Compensation ($) | $3,785 (dividends on unvested RSAs) | $3,174 (dividends on unvested RSAs) | Dividend equivalents on unvested RSAs. |
| Options/PSUs | None | None | No option awards to Ms. Biagini‑Komas. |
- Governance-friendly features: Prohibitions on hedging/pledging; clawback policy; independent compensation consultant (Meridian) retained by the committee; no tax gross‑ups; no repricing .
Governance Assessment
- Strengths: Independent Vice Chair and Audit Committee Chair; designated audit financial expert; high shareholder support in director election; strong committee engagement (11 audit meetings; 10 compensation meetings in 2024); compliance with stock ownership guidelines; anti‑hedging/pledging and clawback policies signal alignment and discipline .
- Alignment: Director equity grants sized to cash compensation with one‑year cliff vesting; dividends paid on unvested RSAs disclosed; no options or performance‑based equity for directors—reduces risk of short‑termism in oversight role .
- Conflicts: No Item 404 related‑party relationships disclosed for compensation committee members; Board maintains procedures limiting related‑party transactions .
- Engagement: Attendance threshold met (≥75%); independent directors held five executive sessions; Board separates Chair/CEO roles; Vice Chair role assumed in Oct 2024 supports continuity .
- RED FLAGS: None disclosed regarding pledging/hedging, related‑party transactions, or option repricing; legacy director SERP/benefit agreements persist only for the Board Chair (not for Ms. Biagini‑Komas), reducing potential director entitlements risk .