Marina H. Park Sutton
About Marina H. Park Sutton
Marina H. Park Sutton, age 68, has served on Heritage Commerce Corp’s board since October 2019 (joined via the Presidio Bank acquisition). She is the former CEO of Girl Scouts of Northern California (2007–Dec 2022) and previously held senior roles at Pillsbury Winthrop Shaw Pittman LLP; she holds a BA from UC Berkeley and a JD from the University of Michigan Law School. She is Chair of the Personnel & Compensation Committee and a member of the Audit Committee and the Corporate Governance & Nominating Committee, reflecting legal, governance, and human capital expertise suitable for board leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Presidio Bank | Director; member of audit, corporate governance and compensation committees | Pre-2019 (until Oct 2019 acquisition) | Experience on key oversight committees carried into HTBK board service |
| Pillsbury Winthrop Shaw Pittman LLP | Progressively senior legal roles | Pre-2007 | Legal, regulatory, and governance experience |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Girl Scouts of Northern California | Chief Executive Officer | 2007–Dec 2022 | Served 19 counties with ~30,000 girls and 25,000 adults in programs annually |
Board Governance
- Committee leadership and membership in 2024: Chair, Personnel & Compensation (10 meetings); Member, Audit (11 meetings); Member, Corporate Governance & Nominating (7 meetings). All three committees comprise independent directors per Nasdaq rules.
- Attendance: HTBK board holds 8 regular meetings annually; in 2024, each director attended ≥75% of board and applicable committee meetings; all directors attended the 2024 annual meeting; independent directors held 5 executive sessions.
- Independence: Park Sutton is an independent director; 7 of 8 2025 nominees are independent; HTBK maintains fully independent Audit, Personnel & Compensation, and Corporate Governance & Nominating committees.
- Shareholder engagement: Annual outreach led by the Personnel & Compensation Committee Chair and executive leadership; board policies include stock ownership requirements, clawback, and prohibitions on pledging/hedging.
- Compensation/risk oversight: Compensation committee chartered responsibilities include risk assessment of pay programs, succession planning oversight, and administration of the Incentive Compensation Recovery Policy. Audit committee oversees financial reporting, internal controls, related-party reviews, risk management and cybersecurity.
Fixed Compensation
| Component | Amount (USD) | Details |
|---|---|---|
| Base annual retainer (non-chair directors) | $50,000 | Cash retainer for 2024 |
| Committee chair fee (Personnel & Compensation) | $8,000 | Chair premium for P&C Committee |
| Meeting fees | $0 | No per-meeting fees |
| Total cash fees paid (2024) | $58,000 | Reported “Fees Earned or Paid in Cash” for Park Sutton |
Performance Compensation
| Item | Value / Count | Grant/Status | Terms |
|---|---|---|---|
| Restricted stock award (2024 service) | $49,998 | Grant date: March 8, 2024 | Awards equal to base cash comp; 1-year cliff vesting; value based on prior day close |
| Outstanding stock awards (as of 12/31/2024) | 5,889 shares | Outstanding RSUs | Reflects director stock awards outstanding |
| Stock options (legacy Presidio) | 12,350 options | Outstanding | Options granted by Presidio Bank; assumed by HTBK at acquisition |
| Performance metrics tied to director compensation | None disclosed | — | Director equity awards are time-based; no PSU/TSR metrics disclosed |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond HTBK in the 2025 proxy biography.
- Prior public company/financial institution board: Presidio Bank director (pre-acquisition).
- Compensation committee interlocks: None; no relationships requiring Item 404 disclosure among committee members.
- Related party transactions oversight: Audit Committee administers HTBK’s policy; reviews and approves related-party transactions based on defined criteria.
Expertise & Qualifications
- Education and credentials: BA (UC Berkeley), JD (University of Michigan); extensive legal, governance, and human capital leadership experience.
- Board skills matrix: Board highlights legal/regulatory, public company governance, risk management, and strategic planning/M&A among skills represented; Park Sutton’s background is cited as suited for P&C Chair and service on Audit and CG&N.
- Audit committee requirement: All members independent and “financially sophisticated” under Nasdaq rules; Park Sutton is a member.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of Feb 28, 2025) | 125,479 | Includes certain derivative holdings per SEC rules |
| Exercisable options (included in beneficial ownership) | 12,350 | Options exercisable within 60 days counted as beneficially owned |
| Percent of class | * | * denotes less than 1% of outstanding shares |
| Stock ownership guideline | 3× base cash compensation (directors) | Reviewed at least annually; directors were in compliance at Dec 31, 2024 |
| Hedging/pledging policy | Prohibited for directors/officers | Alignment safeguard |
Governance Assessment
- Strengths: Independent director with chair role on compensation; strong attendance; independent, chartered committees with defined risk, succession, and clawback oversight; annual shareholder outreach led by the P&C chair; robust ownership guidelines and anti-hedging/pledging policy; no related-party conflicts or compensation committee interlocks disclosed.
- Alignment: Cash/equity mix for directors maintains alignment via time-based stock equal to base cash compensation; Park Sutton’s beneficial ownership (125,479 shares plus legacy options) and compliance with ownership guidelines support skin-in-the-game.
- Potential red flags: None disclosed—no meeting fees, no hedging/pledging, no Item 404 related-party exposures, and Section 16(a) filings were compliant in 2024.
Overall, Marina H. Park Sutton’s governance profile—independence, committee leadership, attendance, shareholder engagement, and clear alignment policies—supports investor confidence and board effectiveness at HTBK.