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Heritage Commerce Executive Compensation (FY24)

HTBK · Executive and director compensation, fiscal 2022 to 2024
Data as of September 7, 2026Latest filing (8-K): May 27, 2025
220 figures on this page: 213 cited to the filing that reported them, 7 calculated from figures it prints. See the citations
Chief executive, fiscal 2024
◇
Robertson Clay Jones
Median of the other named officers
$735,114
5 officers, excluding the chief executive
Latest say-on-pay support
=
May 22, 2025
What changed from fiscal 2023 to fiscal 2024
The figures that moved, and by how much. Analysis of these figures is part of the Velarion platform.
Chief executive of record: Robertson Jones → Robertson Clay Jones
Say-on-pay support: 97.2% → 97.9% (0.7 points higher)

Frequently asked questions

Answers drawn from the data on this page.
Who is Heritage Commerce's chief executive and what were they paid?
Robertson Clay Jones was paid $1,694,339 in total compensation as President and Chief Executive Officer for fiscal 2024.
What was Heritage Commerce's say-on-pay result?
Shareholders supported the say-on-pay proposal with 97.9% of votes cast for or against in favor at the meeting held May 22, 2025 for fiscal 2024.
Which companies are in Heritage Commerce's peer group?
The disclosed peer group includes Banc of California, Inc., Bank of Marin Bancorp, BayCom Corp, Central Valley Community Bancorp and Farmers & Merchants Bancorp, among others.

Executive compensation

Every element reported for each named executive officer, by fiscal year.
Fiscal 2022
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Robertson Clay Jones
President and Chief Executive Officer of Heritage Commerce Corp and Heritage Bank of Commerce
◇—◇—◇—◇◇
Lawrence McGovern
Executive Vice President/Chief Financial Officer of Heritage Commerce Corp and Heritage Bank of Commerce
◇—◇—◇—◇◇
Deborah Reuter
Executive Vice President/Chief Risk Officer and Corporate Secretary of Heritage Commerce Corp and Heritage Bank of Commerce
◇—◇—◇—◇◇
Fiscal 2023
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Robertson Jones
President and Chief Executive Officer
◇—◇—◇◇◇◇
Lawrence McGovern
Executive Vice President and Chief Financial Officer
◇—◇—◇◇◇◇
Deborah Reuter
Executive Vice President, Chief Risk Officer and Corporate Secretary
◇—◇—◇◇◇◇
Glen Shu
Executive Vice President, President of Specialty Finance Group
◇—◇—◇—◇◇
Margo Butsch
Executive Vice President and Chief Credit Officer
◇—◇—◇—◇◇
Janice Coonley
Executive Vice President and Chief People and Culture Officer
◇—◇—◇—◇◇
Fiscal 2024
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Robertson Clay Jones
President and Chief Executive Officer
◇—◇—◇◇◇◇
Lawrence D. McGovern
Former Executive Vice President and Chief Financial Officer
Departed during or after this year
◇—◇——◇◇◇
Deborah K. Reuter
Executive Vice President, Chief Risk Officer and Corporate Secretary
◇—◇—◇—◇◇
Dustin M. Warford
Executive Vice President, Chief Banking Officer
◇—◇—◇—◇◇
Susan Just
Executive Vice President and Chief Credit Officer
◇—◇—◇—◇◇
Thomas A. Sa
Executive Vice President, Chief Operating Officer and Interim Chief Financial Officer
Served on an interim basis
◇—◇—◇—◇◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.

Equity awards granted

Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2024
OfficerAwardGrant dateThreshold unitsTarget unitsUnits grantedMaximum unitsExercise priceGrant date fair value
Deborah K. ReuterRSU◇——◇——◇
Deborah K. ReuterRSU◇——◇——◇
Deborah K. ReuterRSU◇——◇——◇
Dustin M. WarfordRSU◇——◇——◇
Dustin M. WarfordRSU◇——◇——◇
Dustin M. WarfordRSU◇——◇——◇
Lawrence D. McGovernRSU◇——◇——◇
Lawrence D. McGovernRSU◇——◇——◇
Lawrence D. McGovernRSU◇——◇——◇
Robertson Clay JonesRSU◇——◇——◇
Robertson Clay JonesRSU◇——◇——◇
Robertson Clay JonesRSU◇——◇——◇
Susan JustRSU◇——◇——◇
Susan JustRSU◇——◇——◇
Thomas A. SaRSU◇——◇——◇
Fiscal 2023 are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.

Outstanding awards

Awards still held at fiscal year end.
As disclosed at fiscal 2024 year end
OfficerAwardUnvested unitsMarket value of unvested unitsExercise priceExpires
Robertson Clay JonesRSU◇◇——
RSU◇◇——
RSU◇◇——
Deborah K. ReuterRSU◇◇——
RSU◇◇——
RSU◇◇——
Susan JustRSU◇◇——
RSU◇◇——
RSU◇◇——
Dustin M. WarfordRSU◇◇——
Option◇—◇—
RSU◇◇——
RSU◇◇——
Thomas A. SaRSU◇◇——
Lawrence D. McGovernRSU◇◇——
RSU◇◇——
RSU◇◇——
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director compensation

What each non-employee director was paid.
Fiscal 2024
DirectorFees earned in cashStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Jack W. Conner
Board chair
◇◇———◇◇
Julianne M. Biagini-Komas
◇◇———◇◇
Bruce H. Cabral
◇◇———◇◇
Kamran F. Husain
◇◇———◇◇
Marina H. Park Sutton
◇◇———◇◇
Jason DiNapoli
◇◇———◇◇
Stephen G. Heitel
◇◇———◇◇
Robertson Clay Jones served on the board in fiscal 2024 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
Earlier years are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director fee schedule

The standing retainers and premiums the board pays, as published.
Board cash retainer◇
Board equity retainer◇
Total board retainer◇
Board chair premium◇
Audit committee chair◇
Compensation committee chair◇

Disclosed peer group

The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.
Fiscal 2024
  • Banc of California, Inc. BANC
  • Bank of Marin Bancorp BMRC
  • BayCom Corp BCML
  • Central Valley Community Bancorp CWBC
  • Farmers & Merchants Bancorp FMCB
  • First Foundation Inc. FFWM
  • Five Star Bancorp FSBC
  • Heritage Financial Corporation HFWA
  • HomeStreet Inc. symbol not shown
  • Luther Burbank Corporation LBC
  • PCB Bancorp PCB
  • Sierra Bancorp BSRR
  • TriCo Bancshares TCBK
  • Westamerica Bancorporation WABC

Say-on-pay history

Shareholder support for the compensation program, by year.
YearMeetingSupportVotes forVotes againstAbstentions
2024May 22, 2025=◇◇◇
2023May 23, 2024=◇◇◇
2022May 25, 2023=◇◇◇
2021May 26, 2022=◇◇◇
2020May 27, 2021=◇◇◇
2019May 21, 2020=◇◇◇
2017May 24, 2018=◇◇◇
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What this page does not include

Everything above is a fact Heritage Commerce disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
Peer benchmarking
Where Heritage Commerce sits against its disclosed peers — percentile position by role and by pay element, and the ranking behind it. The disclosed peer group is free; comparisons across it are part of the Velarion platform.
Executive Compensation Report — $1,500
Written compensation analysis
A read of the pay program as designed and as paid: incentive structure, goal rigor, the alignment between the committee's stated philosophy and what the numbers show.
Executive Compensation Report — $1,500
Board and governance analysis
Committee composition, independence, director pay positioning, and the governance provisions read together rather than listed.
Board Governance Report — $1,200
Realizable pay
What the awards above are actually worth today against what they were valued at on grant, and what the gap says about the pay-for-performance link.
Velarion Intelligence
Adviser switching and vote outcomes
Two datasets covering compensation-adviser changes and what followed a contested vote. Both are part of the Velarion platform.
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Citations

Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
220 figures on this page: 213 cited to the filing that reported them, 7 calculated from figures it prints.
213 cited to the filing
7 calculated from the filing

Documents cited

  1. 0001104659-25-052532
    Item 5.07 Submission of Matters to a Vote of Security Holders
  2. 0001104659-25-032651
    DIRECTOR COMPENSATION · Grants of Plan-Based Awards · Outstanding Equity Awards at Year End · Summary Compensation Table
  3. 0001104659-24-065176
    Item 5.07 Submission of Matters to a Vote of Security Holders
  4. 0001104659-24-046313
    Summary Compensation Table
  5. 0001104659-23-065573
    Item 5.07 Submission of Matters to a Vote of Security Holders
  6. 0001104659-23-045018
    Summary Compensation Table
  7. 0001104659-22-066047
    Item 5.07 Submission of Matters to a Vote of Security Holders
  8. 0001104659-21-074357
    Item 5.07 Submission of Matters to a Vote of Security Holders
  9. 0001104659-20-066362
    Item 5.07 Submission of Matters to a Vote of Security Holders
  10. 0001104659-18-036049
    Item 5.07 Submission of Matters to a Vote of Security Holders
Cite this data
This page is free to cite. Attribution we ask for:
Velarion, “Heritage Commerce executive compensation, FY2022–FY2024.” https://intel.velarion.ai/comp/HTBK (accessed 2026).
Short form: data: Velarion
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Banking rankings

Chief executive pay — BankingCEO pay ratio — BankingSay-on-pay support — Banking

Peers Heritage Commerce discloses

The companies named in HTBK's own disclosed peer group.

Banc of California, Inc.Bank of Marin BancorpBayCom CorpCentral Valley Community BancorpFarmers & Merchants BancorpFive Star BancorpHeritage Financial CorporationPCB BancorpSierra BancorpTriCo BancsharesWestamerica Bancorporation

Terms on this page

Say-on-Pay VoteCEO Pay RatioMedian Employee CompensationAll companies
Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
  author = {{Velarion Company Intelligence}},
  title = {Velarion database: executive and board compensation data},
  year = {2026},
  version = {2026Q3},
  doi = {10.5281/zenodo.22283854},
  publisher = {Zenodo},
  url = {https://doi.org/10.5281/zenodo.22283854}
}
For informational purposes only. Not investment, legal, or compensation advice.  The Pay Desk · Methodology · Terms · Privacy