Stephen G. Heitel
About Stephen G. Heitel
Independent director of Heritage Commerce Corp since October 2019 (joined upon the Presidio Bank acquisition). Age 66. Former CEO of Presidio Bank and seasoned Bay Area community banking executive with prior CEO/COO roles across Greater Bay Bancorp affiliates and Bank of America commercial banking leadership. Tenure on HTBK’s board: October 2019–present, independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Presidio Bank | Chief Executive Officer and Director | Oct 2008 – Oct 2019 | Led Presidio Bank until acquisition by HTBK |
| Mid-Peninsula Bank (Palo Alto) | President & CEO | Prior to Oct 2008 (dates not further disclosed) | Community bank leadership |
| Greater Bay Bancorp / Affiliates | Executive positions incl. CEO of San Jose National Bank; EVP & COO of Cupertino National Bank | Dec 2003–Nov 2005 (SJN Bank CEO); Aug 2001–Dec 2003 (Cupertino National Bank EVP/COO) | Regional bank operations, leadership |
| Bank of America | Head of Bay Area Commercial Banking | Not disclosed | Middle-market banking leadership |
External Roles
No current public-company directorships disclosed beyond HTBK. Prior board role at Presidio Bank (pre-acquisition) .
Board Governance
- Independence: Independent director; Board is majority independent .
- Committees: Member—Finance & Investment Committee; Member—Heritage Bank of Commerce Loan Committee .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; independent directors held five executive sessions without management .
- Stock ownership guidelines: Directors must hold ≥3x base cash compensation; all directors were in compliance as of Dec 31, 2024 .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Company stock by officers and directors .
| Committee | Role | 2024 Meetings | Chair | Mandate |
|---|---|---|---|---|
| Finance & Investment | Member | 8 | Laura Roden | Liquidity, ALM, investments; reviews budgets and stress tests |
| Heritage Bank Loan Committee | Member | 20 | Bruce H. Cabral | Loan approvals and lending policies oversight |
Fixed Compensation
Director pay held at 2023 levels; no meeting fees; equity as annual restricted stock equal to base cash compensation with one-year cliff vest (typically granted March 8) .
| Component (2024) | Amount ($) |
|---|---|
| Annual cash retainer | $50,000 |
| Stock awards (grant-date value) | $49,998 |
| All other compensation (primarily dividends on unvested RS) | $3,174 |
| Total | $103,172 |
Director retainer schedule (policy basis for equity grant sizing):
- Board Chair: $85,000
- Board Vice Chair: $62,500 (pro-rated if partial year)
- Non-chair director: $50,000
- Committee chair fees: Audit $15,000; Finance & Investment $12,000; Loan Committee $10,000; other standing committees $8,000; Heitel is not a chair .
Performance Compensation
Not applicable—HTBK’s non-employee directors do not receive performance-based incentive compensation. Equity grants are time-based restricted stock; no options or PRSUs granted to directors under 2024 program .
Other Directorships & Interlocks
- Current: None disclosed beyond HTBK .
- Prior: Presidio Bank director (pre-HTBK acquisition) .
- Interlocks/Conflicts: HTBK has a formal related-party transaction policy overseen by the Audit Committee; ordinary-course banking relationships with directors must be on market terms and receive Board approval for loans; special procedures and limits apply .
Expertise & Qualifications
Board skills matrix identifies Heitel’s experience in: Banking/Financial Services; Accounting/Auditing/Financial Reporting; Leadership as CEO; Legal/Regulatory; Public Company Governance; Risk Management; Strategic Planning/M&A .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 207,066 shares (incl. 48,308 via IRA) |
| Ownership % of outstanding | <1% |
| Unvested restricted stock (with voting rights) | 5,889 shares |
| Stock options | 30,875 (legacy Presidio Bank options assumed by HTBK) |
| Ownership guideline compliance | In compliance as of Dec 31, 2024 |
| Anti-pledging policy | Directors prohibited from pledging company shares |
Insider Trades (Form 4 signals)
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Mar 10, 2025 | Acquisition (Non-Open Market; annual director grant) | 4,990 | $0.00 | 163,748 | |
| Jan 13, 2025 | Form 4 filing | — | — | — | |
| Mar 12, 2025 | Form 4 filing | — | — | — |
Note: HTBK discloses all directors complied with Section 16(a) filing requirements in 2024 .
Governance Assessment
- Strengths: Independent status; skills aligned with bank risk, credit, and finance oversight; active on finance and loan committees; strong director ownership and formal stock ownership policy; anti-hedging/anti-pledging policies; robust related-party controls; Board-wide attendance ≥75% in 2024; regular independent executive sessions—supports board effectiveness and oversight .
- Compensation alignment: Cash retainer and time-based restricted stock sized to retainer; no meeting fees; director pay held flat year-over-year—suggests cost discipline; equity promotes alignment without performance risk for directors .
- Potential risk areas: Loan Committee membership creates proximity to credit approvals—mitigated by established lending policies, statutory limits, and Board pre-approval requirement for loans to directors; Related-party transactions require Audit Committee review on arm’s-length terms .
- Red flags observed: None disclosed specific to Heitel. Company-wide policies prohibit hedging/pledging and outline clawback (executive-focused), and no Section 16(a) delinquencies reported for 2024 .
Appendix: Director Compensation Policy Details (context)
- Director compensation benchmarking via Meridian; set within competitive range; 2024 maintained at 2023 levels .
- Restricted stock grants equal to base cash compensation; granted around March 8; one-year cliff vest; dividends paid on unvested shares reported in “All Other Compensation” .