Thomas A. Sa
About Thomas A. Sa
Thomas A. Sa, age 63, is Executive Vice President, Chief Operating Officer (since September 2024) and Interim Chief Financial Officer (since November 2024) of Heritage Commerce Corp/Heritage Bank of Commerce. He previously served as President, COO and CFO at California BanCorp/California Bank of Commerce (May 2019–July 2024; remained in a transitional role through September 2024 following a merger of equals with Southern California Bancorp), held executive roles (including Chief Risk Officer) at Western Alliance Bancorp, and was CFO and a director at Bridge Capital Holdings/Bridge Bank; he began his career as a Deloitte & Touche CPA. He holds a B.S. in Business Administration & Accounting from Humboldt State University and is a licensed California CPA . Company performance context for 2024: net income $40.5M ($0.66/diluted share) with deposits +10% y/y, loans +4% y/y, NIM 3.28% (-42 bps), and nonperforming loans $7.7M (0.14% of total assets) with a 1.40% loan ACL .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California BanCorp / California Bank of Commerce | President, COO & CFO | May 2019–Jul 2024; transition through Sep 2024 | Served through merger of equals with Southern California Bancorp; continued in transitional role until Sep 2024 |
| Western Alliance Bancorp | Executive roles incl. Chief Risk Officer | n/a (not disclosed) | Brought risk management and operating depth |
| Bridge Capital Holdings / Bridge Bank, N.A. | Chief Financial Officer | n/a (not disclosed) | CFO experience at publicly traded bank holding company |
| Deloitte & Touche | CPA (Financial institutions/tech focus) | Early career (n/a) | Audit expertise in banks/technology in Silicon Valley |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bridge Capital Holdings | Director | n/a (not disclosed) | Board service at prior employer |
| Bridge Bank | Director | n/a (not disclosed) | Board service at prior employer |
Fixed Compensation
| Component | 2024 Terms |
|---|---|
| Base Salary | $475,000 (initial salary in his 9/26/2024 at-will employment agreement) |
| 401(k) Match | Up to $3,000 |
| Auto Allowance | $750 per month |
| Insurance Benefits | Company-paid group life/health/accident/disability for employee and dependents |
| Company-Paid Life Insurance | 2x salary, capped at $700,000 |
| Long-Term Care Insurance | Lifetime benefit up to $72,000 |
Performance Compensation
Annual Cash Incentive Program – Executive-Specific Targets
| Threshold (% of salary) | Target (% of salary) | Maximum (% of salary) |
|---|---|---|
| 25% | 50% | 75% |
Program design (2024): 75% weighted to financial scorecard and 25% to qualitative, with a total risk-based capital “gate” ≥10.5% required for any payout . Financial metrics and hurdles below were set at the start of 2024 .
2024 Company Scorecard Metrics
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| YTD Pre-Tax Income | 20% | $54,933,205 | $70,628,407 | $86,323,609 |
| Nonperforming Assets | 20% | $17,142,857 | $13,333,333 | $10,909,091 |
| Loan Growth (excludes purchased mortgages/PPP) | 17.5% | $2,061,012,723 | $2,649,873,566 | $3,238,734,358 |
| Deposit Growth (ex-brokered/state CDs; includes ICS/CDARS) | 17.5% | $3,263,056,065 | $4,195,357,798 | $5,127,659,531 |
| Qualitative (individual goals) | 25% | n/a | n/a | n/a |
- 2024 qualitative note: Mr. Sa joined in September 2024 and had no qualitative goals for 2024 .
- 2024 payout: $65,000 cash incentive to Mr. Sa .
Long-Term Incentive Equity Program (LTIEP)
- Company framework: NEO LTIs split 50% RSUs (ratable 3-year vest) and 50% PRSUs that vest on 3-year relative ROATCE vs peer group; LTIEP continued in 2024 .
- Mr. Sa’s 2024 equity: One-time new-hire RSU grant in October 2024 of 37,664 shares (grant-date value $399,992) vesting over three years; he did not receive PRSUs for 2024 .
| Award Type | Grant Timing | Shares | Grant-Date Value | Vesting |
|---|---|---|---|---|
| RSU (new-hire) | Oct 2024 | 37,664 | $399,992 | Over 3 years (new-hire RSU) |
| PRSU (performance) | n/a 2024 | — | — | Not awarded to Sa in 2024 |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 0 shares; 0 exercisable options; less than 1% of class (“*” in proxy table) |
| ESOP trustee/holdings | Company ESOP holds 83,319 shares in total; as an ESOP trustee, Sa has voting authority over any unallocated or uninstructed shares; Sa has 0 ESOP shares allocated to his account |
| Stock ownership guidelines | Executives required to maintain ownership equal to 1x base salary; must retain at least 50% of shares earned under equity plans until guideline met; unvested performance awards and options excluded |
| Guideline compliance status | Company states all executives were in compliance with guidelines as of Dec 31, 2024 |
| Hedging/pledging | Policies prohibit hedging and pledging of Company stock |
| Clawback policy | Compensation recovery policy for excess compensation in the event of accounting restatement; broader clawback discussed in governance best practices |
Implications: With zero beneficially owned shares as of 2/28/2025 and a three-year RSU vesting runway, expect potential periodic sell-to-cover tax transactions as tranches vest. Anti-pledging mitigates leverage risk; retention/ownership policies restrict sales pre-guideline attainment .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | At-will agreement dated September 26, 2024; initial annual salary $475,000; eligible for Executive Officer Cash Incentive Program |
| Key benefits | 401(k) match up to $3,000; $750/month auto allowance; company-paid group life/health/accident/disability; life insurance equal to 2x salary capped at $700,000; long-term care insurance up to $72,000 lifetime |
| Severance (termination without cause) | Lump sum = 1x base salary + average annual bonus over last three years; 12 months continuation of group insurance benefits |
| Change-in-control (CIC) severance | If terminated without cause or resigns for good reason 120 days before or within two years after a CIC: lump sum = 2x base salary + 2x average annual bonus; benefits continuation for additional 24 months (beyond base 12 months) |
| Post-termination restrictions | 12-month non-solicit and restrictions on competitive activities within counties where the Company has HQ/branches |
| Equity vesting on CIC | Company policy provides single-trigger equity acceleration upon change of control (Committee monitors practice) |
| Clawback | Company has a recoupment policy for excess compensation after restatement; clawback policy applies to senior management |
| Anti-hedging/pledging | Prohibited for officers and directors |
Compensation Peer Group (for benchmarking/PRSU relative metric context)
- Banc of California, Inc.
- Bank of Marin Bancorp
- BayCom Corp
- Central Valley Community Bancorp (subsequently acquired)
- Farmers & Merchants Bancorp
- First Foundation Inc.
- Five Star Bancorp
- Heritage Financial Corporation
- HomeStreet Inc.
- Luther Burbank Corporation (subsequently acquired)
- PCB Bancorp
- Sierra Bancorp
- TriCo Bancshares
- Westamerica Bancorporation
The Company targets “median” market practices (adjusted for San Jose wage levels) in total rewards positioning, with annual review and external survey inputs (Meridian, McLagan) .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.2% of votes cast in favor .
- 2024/2025 shareholder engagement led to: continued use of PRSUs (relative ROATCE over three years), refined qualitative goals, disclosure enhancements, and ongoing review of performance metrics (considering TSR/EPS) .
Risk Indicators & Red Flags
- Positive: Clawback policy; anti-hedging/pledging; multi-metric annual bonus with capital “gate”; no tax gross-ups; no option repricing/repurchases without shareholder approval; independent compensation consultant (Meridian) .
- Watch: Single-trigger equity vesting upon CIC can be shareholder-unfriendly versus double-trigger designs, though Committee notes prevalence for similar-sized banks and continues to evaluate .
- Ownership: Zero beneficial ownership reported for Sa as of 2/28/2025 (new hire), though significant unvested RSUs indicate “in-the-money” exposure contingent on service; monitor accumulation toward 1x salary guideline and Form 4 activity as tranches vest .
Investment Implications
- Pay-performance alignment: Sa’s cash incentive target at 50% of salary with 75% tied to hard financials (pre-tax income, NPA, loan and deposit growth) and a capital ratio gate supports prudent risk-taking; his 2024 payout ($65k) reflects late-year start and program outcomes . The LTIEP structure, with PRSUs tied to relative ROATCE, aligns with shareholder value over a 3-year horizon; Sa’s 2024 equity is a time-based new-hire RSU that vests over three years, creating near-term retention hooks .
- Retention and selling pressure: The three-year RSU vesting schedule implies periodic vesting-driven liquidity events; anti-pledging and retention requirements mitigate misalignment. CIC provisions (2x salary+bonus, single-trigger equity acceleration) provide downside protection but could elevate M&A-related windfalls; investors should weigh this in potential transaction scenarios .
- Alignment and governance: Zero reported beneficial ownership as of 2/28/2025 is typical for a new executive; stock ownership guidelines, clawback, and anti-hedging/pledging policies collectively support alignment as equity vests and accumulates . High Say-on-Pay support (97.2%) reduces near-term pay-related governance risk .