Kamran F. Husain
About Kamran F. Husain
Independent director of Heritage Commerce Corp (HTBK); age 59; joined the Board in December 2021. Prior roles include Chief Financial Officer at Tribal Credit (Dec 2021–Aug 2023) and Chief Accounting Officer of SVB Financial Group/Silicon Valley Bank (Sept 2008–Nov 2019), with earlier experience in investment banking, PwC audit (7 years) and Greater Bay Bancorp (9 years). MBA, Haas School of Business (UC Berkeley); BA, Ohio Wesleyan University. His credentials emphasize finance, accounting, governance, and M&A execution; he currently chairs HTBK’s Strategic Initiatives Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tribal Credit | Chief Financial Officer | Dec 2021 – Aug 2023 | FinTech CFO for B2B payments across LATAM/MENA; capital markets and governance experience |
| SVB Financial Group / Silicon Valley Bank | Chief Accounting Officer | Sept 2008 – Nov 2019 | Led audit/regulatory reporting; managed auditor and bank regulator relationships |
| PwC | Audit practice (financial services) | 7 years | External audit experience, controls, reporting |
| Greater Bay Bancorp | Finance/executive roles | 9 years | Banking operations, M&A projects |
| Investment banking | Analyst/associate | Not disclosed | Transactional finance foundation |
External Roles
- No other public company directorships disclosed for Husain in HTBK’s 2025 proxy .
Board Governance
- Independence: HTBK states seven of eight 2025 nominees are independent; Husain is independent and Audit Committee members are “financially sophisticated” under Nasdaq rules .
- Leadership: Chair roles are separated from CEO; Husain is Chair of the Strategic Initiatives Committee; member of Audit Committee .
- Attendance: Board held eight regular meetings; independent directors held five executive sessions in 2024. Each director attended ≥75% of Board and applicable committee meetings in 2024 .
- Ownership/alignment: Director stock ownership guideline = 3x base cash retainer; all directors in compliance as of Dec 31, 2024 .
- Related-party oversight: Audit Committee reviews and must approve related party transactions; ordinary-course banking with directors permitted on market terms with Board pre-approval .
| Committee (HTBK) | 2024 Meetings | Role |
|---|---|---|
| Strategic Initiatives Committee | 5 | Chair (Husain) |
| Audit Committee | 11 | Member (Husain) |
Fixed Compensation
| Metric (FY 2024) | Amount (USD) |
|---|---|
| Annual director cash retainer | $50,000 |
| Committee chair fee – Strategic Initiatives | $8,000 |
| Audit Committee chair fee (reference) | $15,000 (not applicable to Husain) |
| Meeting fees | None; not paid per-meeting |
| Director (FY 2024) | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | All Other Compensation (Dividends on unvested RS) | Total |
|---|---|---|---|---|
| Kamran F. Husain | $58,000 | $49,998 | $3,174 | $111,172 |
- Equity grant policy: Annual restricted stock grant equal to base cash compensation (plus leadership role adjustments), typically granted March 8; one-year cliff vesting; prorated for partial year service .
Performance Compensation
- Non-employee director equity is time-based (restricted stock only); no director-level performance metrics (e.g., PRSUs, TSR, ROATCE) disclosed for directors .
| Director Equity Structure (2024) | Grant Type | Value Basis | Vesting |
|---|---|---|---|
| Kamran F. Husain | Restricted Stock | ~$50,000 (base cash retainer) | One-year cliff |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| — | — | No other public company directorships disclosed; no interlocks noted with HTBK competitors/suppliers/customers |
Expertise & Qualifications
- Banking/Financial Services; Accounting/Auditing/Financial Reporting; Legal/Regulatory; Risk Management; Strategic Planning/M&A; Leadership; Cybersecurity/Technology/Digital .
- Audit Committee: all members independent and financially sophisticated per Nasdaq; separate audit committee financial expert designated (Biagini-Komas) .
Equity Ownership
| As of | Shares Beneficially Owned | Unvested Restricted Shares | Options (Exercisable/Unexercisable) | % of Class |
|---|---|---|---|---|
| Feb 28, 2025 | 19,072 [includes 5,889 unvested] | 5,889 | 0 / 0 | <1% |
- Anti-hedging/pledging policy: Prohibited for directors and executive officers .
- Section 16 compliance: No delinquent insider filings reported for 2024 .
Governance Assessment
- Board effectiveness: Husain brings deep bank accounting, controls, and regulatory experience; his Audit Committee role and Strategic Initiatives chairmanship align with HTBK’s risk oversight and strategic planning needs—supportive for investor confidence .
- Alignment: Complies with director stock ownership guidelines; equity grants are time-based with dividend equivalents; anti-hedging/pledging policy reduces misalignment risk .
- Independence and engagement: Independent director with ≥75% attendance standard; Board held five independent executive sessions in 2024, indicating active oversight .
- Conflicts/related party exposure: Only ordinary-course banking transactions permitted on market terms and subject to Board pre-approval; Audit Committee must approve related party transactions—no Husain-specific related party transactions disclosed .
Red flags: None disclosed—no pledging, hedging, or related-party transactions flagged; director compensation appears modest (cash + time-based equity) without performance-linked equity for directors; structural safeguards (clawback policy, independent committees) present .