UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On September 18, 2025, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank” and together with the Company, “Heritage”) received notice from Deborah K. Reuter of her decision to retire as Executive Vice President and Chief Risk Officer of the Company and the Bank, effective as of January 5, 2026. Ms. Reuter’s retirement follows a distinguished career with Heritage since its inception in 1994. In connection with her retirement, Ms. Reuter is entitled to the retirement and other benefits described in the Executive Compensation section of the Company’s Definitive Proxy Statement dated April 7, 2025. The Company has initiated the process to identify a new Chief Risk Officer and Ms. Reuter will assist with the transition of her duties and responsibilities to her successor to ensure an orderly and effective transition.
Upon her retirement, Ms. Reuter’s Employment Agreement with the Company will terminate and she will continue as a non-executive employee advisor until March 31, 2026, unless otherwise extended by mutual agreement. Ms. Reuter will work on an as-needed basis and will be compensated at an hourly rate based on her current base salary. Ms. Reuter will remain eligible to receive incentive compensation for fiscal year 2025 only.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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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: September 24, 2025
Heritage Commerce Corp
| By: | /s/ Seth Fonti | |
| Seth Fonti | ||
| Executive Vice President and Chief Financial Officer | ||
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