Susan S. Just
About Susan S. Just
Executive Vice President and Chief Credit Officer of Heritage Bank of Commerce since September 2023; age 59; BBA, Loyola University Chicago; MBA, Kellogg School of Management, Northwestern University. In 2024, Heritage reported net income of $40.5 million ($0.66 diluted EPS), deposits +10% YoY, loans +4% YoY, NIM 3.28%, efficiency ratio 65.88%, and nonperforming assets of $7.7 million, framing the performance context for her stewardship of credit quality and policy modernization . Her compensation is structured with a base salary plus at-risk cash incentives and equity split between RSUs and PRSUs, with PRSU vesting tied to relative ROATCE versus a peer group over three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Santa Cruz County Bank | EVP & Chief Credit Officer | Jul 2021 – Sep 2023 | Led credit administration at a community bank, predecessor role to current position . |
| Salo LLC; Noumena Partners, Inc. | Consultant | Oct 2018 – Jul 2021 | Provided credit/finance consulting; broadened process and controls expertise . |
| J.P. Morgan Chase; First Chicago Bank & Trust; Northern Trust Bank; TCF Bank | Senior credit administration roles | Not disclosed | Large-bank credit practices, policy governance, and portfolio oversight experience . |
External Roles
No public company directorships or external board roles disclosed for Susan S. Just .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $352,580 | Set in amended & restated employment agreement effective Feb 1, 2024; annual increases per CEO/Comp Committee . |
| Benefits | $3,000 401(k) match (up to) | Participates in ESOP; employer-paid group life/health/accident/disability insurance . |
| Life Insurance | Up to 2× salary, capped at $700,000 | Company-provided . |
| Long-Term Care Insurance | Lifetime benefit up to $72,000 | Company-provided . |
| Automobile Allowance | $500 per month | Company-provided . |
| All Other Compensation | $15,651 (reported) | As disclosed in SCT . |
Performance Compensation
| Program | Metric | Weight | Target | Actual Outcome | Payout | Vesting |
|---|---|---|---|---|---|---|
| Executive Officer Cash Incentive | YTD Pre-Tax Income | 20% | $70.63M | Below target (achieved below target level) | — | Annual cash . |
| Executive Officer Cash Incentive | Nonperforming Assets | 20% | $13.33M | Achieved maximum (best performance level) | — | Annual cash . |
| Executive Officer Cash Incentive | Loan Growth | 17.5% | $2.65B | Upper end of target range | — | Annual cash . |
| Executive Officer Cash Incentive | Deposit Growth | 17.5% | $4.20B | Upper end of target range | — | Annual cash . |
| Executive Officer Cash Incentive | Differentiated Qualitative Goals | 25% | Role-based goals | Achieved goals: credit metric preparation time reduced; decentralized RCM model; Credit College launched; SOX controls for mortgage servicers; near‑perfect loan reviews | — | Annual cash . |
| Executive Officer Cash Incentive | Gate Condition | — | TRBC ≥10.5% | Noted gate requirement | — | — |
| Executive Officer Cash Incentive | Total Cash Award (2024) | — | — | — | $125,000 | Paid for 2024 performance . |
| Long‑Term Equity (RSU) | RSUs (grant 3/8/2024) | — | 60% of base salary | 12,459 units; grant date value $105,777 | — | Ratable over 3 years . |
| Long‑Term Equity (PRSU) | PRSUs (grant 3/8/2024) | — | 60% of base salary | 12,458 units; grant date value $105,768 | — | 3‑yr vesting based on relative ROATCE vs peer group . |
Notes:
- 2024 incentive weights: 75% financial scorecard, 25% qualitative; gate requires total risk-based capital ≥10.5% .
- PRSUs vest on 3-year ROATCE relative to a defined peer set (Banc of California, Heritage Financial, Bank of Marin, HomeStreet, BayCom, Luther Burbank, Central Valley Community Bancorp, PCB Bancorp, Farmers & Merchants, Sierra, First Foundation, TriCo, Five Star, Westamerica) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 8,000 shares as of Feb 28, 2025; includes 5,334 unvested restricted shares with voting rights . |
| Ownership % of Outstanding | Less than 1% (indicated by “*” in table) . |
| Options | None outstanding (no exercisable/unexercisable options listed) . |
| Unvested RSUs at 12/31/2024 | 5,334; 12,982; 12,981 units (aggregate 31,297) . |
| 2024 Vested Stock | 2,666 shares vested; value realized $25,807 in 2024 . |
| Stock Ownership Guidelines | Executives must hold stock equal to 1× base salary; retain ≥50% of shares earned under equity plans once guideline met; stock options and unvested performance awards excluded from compliance; all executives compliant as of 12/31/2024 . |
| Hedging/Pledging | Company policy prohibits hedging and pledging by officers/directors . |
| Clawback | Compensation clawback policy applies to senior management for restatements/fraud . |
| Equity Acceleration | Single‑trigger equity vesting acceleration upon change of control (COC) ; Susan’s modeled acceleration value $293,566 in COC, and same upon death/disability . |
Insider selling pressure indicators:
- Scheduled RSU vesting over 2025–2027 and PRSU cliff vest in 2027 (grant-dated three-year performance period), creating periodic taxable events that can drive net share withholding/sales; 2024 vesting already occurred (2,666 shares) .
- Anti‑pledging policy mitigates forced selling risk; no delinquent Section 16 filings in 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Amended & restated effective Feb 1, 2024; original effective Sep 7, 2023; initial 1‑year term then at‑will; eligible for Executive Officer Cash Incentive Program; ESOP and 401(k) match up to $3,000; employer‑paid insurance; auto allowance $500/month; life insurance up to 2× salary (≤$700,000); long‑term care insurance up to $72,000 . |
| Severance (No Cause) | Lump sum = 1× base salary + average bonus of last 3 years; 12 months of continued group insurance benefits . |
| Change‑of‑Control (Double Trigger for Cash) | If terminated by company or resigns for “Good Reason” within 120 days before or two years after COC: Lump sum = 2× base salary + average bonus of last 3 years; continued benefits for an additional 24 months; modeled cash severance $785,262 and health premiums $82,364; equity acceleration value $293,566 . |
| Equity Vesting at COC | Single‑trigger acceleration for equity awards upon change of control (modeled amounts in the proxy’s termination table) . |
| Restrictive Covenants | Post‑termination non‑compete within counties where Heritage operates; 12‑month non‑solicit of employees/clients . |
| Clawback | Company compensation recovery (restatement/fraud) policy applies . |
| Tax Gross‑Ups | None provided (shareholder‑friendly) . |
| Anti‑Hedging/Pledging | Policy in place prohibiting hedging/pledging of Company stock . |
Investment Implications
- Pay‑for‑performance alignment: Incentives tied to credit quality (NPA), profitable growth (loans/deposits), and ROATCE vs peers; strong NPA performance in 2024 and targeted growth support risk‑adjusted value creation; cash award of $125,000 reflects mixed scorecard outcomes (max on NPA, below target pre‑tax income) .
- Retention and COC economics: 1× cash severance without cause and 2× at COC with 24 months benefits continuation, plus single‑trigger equity acceleration at COC, reduce retention risk pre‑deal but can increase deal‑completion incentives; overall modeled COC package totals $1.16 million for Susan (incl. equity) .
- Ownership and selling pressure: Beneficial ownership is <1%, but executives are in compliance with 1× salary ownership guidelines and must retain ≥50% of earned shares; periodic RSU/PRSU vesting creates predictable tax‑related supply; anti‑pledging/hedging policy limits forced selling risk .
- Governance and risk controls: Clawback policy, compliance with Section 16, and robust compensation committee oversight (Meridian consultant; shareholder outreach; 97.2% Say‑on‑Pay approval) support governance quality and lower controversy risk .