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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2023
HERITAGE COMMERCE CORP
(Exact name of registrant as specified in its charter)
| California | 000-23877 | 77-0469558 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 224 Airport Parkway, San Jose, California | 95110 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 947-6900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, No Par Value | HTBK | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
| ITEM 5.02 | APPOINTMENT OF CERTAIN OFFICERS |
On July 31, 2023, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank”) issued a press release announcing the appointment of Susan Just, age 57, as the Bank’s Chief Credit Officer effective September 7, 2023. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.
Ms. Just is expected to enter into an employment contract upon commencement of her employment providing for a base salary of $340,000 per year, and for bonus eligibility and other terms and benefits substantially equivalent to the Company’s other senior executive officers. Once effective, this agreement will be filed in an amendment to this Report or as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023. Ms. Just has served for the past two years as Executive Vice President and Chief Credit Officer for Santa Cruz County Bank. Prior to that time she served in senior credit administration roles at J.P. Morgan Chase, First Chicago Bank & Trust, Northern Trust Bank and TCF. Ms. Just holds a Bachelor of Business Administration and Marketing from Loyola University of Chicago and a Master of Business Administration from Kellogg School of Management at Northwestern University.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(D) Exhibits.
| 99.1 | Press Release, dated July 31, 2023, entitled “Heritage Commerce Corp Hires Susan Just as Chief Credit Officer” |
| 104 | Cover Page Interactive Data File (embedded within XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 31, 2023
Heritage Commerce Corp
| By: | /s/ Lawrence D. McGovern | |
| Name: Lawrence D. McGovern | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Heritage Bank of Commerce Hires Susan Just as Chief Credit Officer
SAN JOSE, Calif., July 31, 2023 (GLOBE NEWSWIRE) -- Heritage Bank of Commerce (the “Bank”), a subsidiary of Heritage Commerce Corp (Nasdaq: HTBK), today announced the appointment of Susan Just as Executive Vice President and Chief Credit Officer, effective September 7, 2023. She will replace the current Executive Vice President and Chief Credit Officer, Margo Butsch, who recently announced her retirement. Ms. Butsch has agreed to assist in an orderly transition process.
Ms. Just brings nearly 30 years of credit administration expertise and was most recently the Executive Vice President, Chief Credit Officer of Santa Cruz County Bank. Her expansive credit background includes underwriting and administering commercial, commercial real estate, construction, asset-based, SBA, and retail loans at J.P. Morgan Chase & Co., First Chicago Bank & Trust, Northern Trust Bank and TCF Bank. “We are thrilled to welcome Susan to the team,” said Clay Jones, President and Chief Executive Officer at Heritage Bank of Commerce. “With Susan’s extensive credit, strategy, policy, administration and compliance background, she is the ideal person to help continue our tradition of strong credit administration practices.”
"I am honored to have been chosen to lead the credit risk function at Heritage Bank of Commerce, the Bay Area's premier business bank with a history of strong and stable credit,” said Susan. "I am excited to work with Clay and the talented team at Heritage, and together, we will build upon the solid existing foundation to achieve even greater success for the Bank."
Ms. Just holds a Bachelor of Business Administration and Marketing from Loyola University of Chicago and a Master of Business Administration from Kellogg School of Management at Northwestern University.
Mr. Jones expresses his appreciation for Ms. Butsch, “We are very grateful for Margo’s many years of service and her willingness to help support the transition. We want to acknowledge her tremendous contributions to the Bank and congratulate her on a well-deserved retirement.”
Heritage Commerce Corp, a bank holding company established in October 1997, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose, CA with full-service branches in Danville, Fremont, Gilroy, Hollister, Livermore, Los Altos, Los Gatos, Morgan Hill, Oakland, Palo Alto, Pleasanton, Redwood City, San Francisco, San Jose, San Mateo, San Rafael, and Walnut Creek. Heritage Bank of Commerce is an SBA Preferred Lender. Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in San Jose, CA and provides business-essential working capital factoring financing to various industries throughout the United States. For more information, please visit http://www.heritagebankofcommerce.bank. Heritage Bank of Commerce is a member of the Federal Deposit Insurance Corporation.
For additional information, contact:
Debbie Reuter EVP, Corporate Secretary
Direct: (408) 494-4542
Debbie.Reuter@herbank.com