ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 24, 2025, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce, issued a press release announcing preliminary unaudited financial results for the second quarter and six months ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information in this report set forth under this Item 2.02 shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any registration statement or other filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
ITEM 5.02 APPOINTMENT OF CERTAIN OFFICERS
On July 24, 2025, the Company announced the appointment of Seth Fonti as Executive Vice President and Chief Financial Officer of the Company and the Bank effective July 24, 2024 (“Effective Date”). As of the Effective Date, Tom Sa will cease serving as Interim Chief Financial Officer of the Bank and will continue to serve as Chief Operating Officer and Executive Vice President of the Company and the Bank.
Mr. Fonti, age 45, brings more than two decades of financial leadership experience across global and domestic banking institutions. Most recently, he served as Managing Director and Head of Strategy, Corporate Development, and Strategic Finance for MUFG Americas Holding Corporation (“MUFG Americas”). Mr. Fonti joined MUFG Americas in 2012 and previously served as Director of Strategy and Strategic Finance and Director of Finance, Planning and Analysis and Strategic Finance.
In connection with his appointment, Mr. Fonti entered into an at-will employment agreement, effective July 24, 2025 (the “Employment Agreement”) providing for a base salary of $425,000 per year and a one-time restricted stock award with an initial value of $300,000 vesting over three years. Mr. Fonti will participate in bonus and benefit plans commensurate with those made available to the Company’s other senior executive officers, including 401(k), group life, health, accident and disability insurance coverage; his target bonus for 2025 will be 50% of salary, and any earned amount will be prorated based on his start date. Mr. Fonti will receive an automobile allowance in the amount of $750 per month and the Company will pay for up to $100,000 in relocation expenses (subject to repayment upon a voluntary termination of employment within twelve months of his start date).
If Mr. Fonti’s employment is terminated without cause (as defined in the Employment Agreement), he is entitled to a lump sum payment equal to either (a) if employed for one year or less, three months base salary or (b) if employed for more than one year, one times base salary and average annual bonus in the last three years, as well as a continuation of certain employee benefits including payments for COBRA continuation coverage for a period of 12 months, which benefits are contingent upon his execution of a standard waiver and release of claims. If Mr. Fonti’s employment is terminated under certain circumstances in connection with a change of control (as defined in the Employment Agreement), he will be entitled to a lump sum payment equal to two times base salary and average annual bonus in the last three years, as well as a continuation of certain employee benefits including payments for COBRA continuation coverage for a period of 24 months.
The foregoing is only a summary of Mr. Fonti’s Employment Agreement. A copy of the Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 24, 2025, the Company appointed Jeannie Tam as Senior Vice President and Chief Accounting Officer of the Company and the Bank effective July 24, 2025.
Ms. Tam, age 44, brings more than 15 years of financial leadership experience in accounting operations, financial close, and finance transformation within Financial Services. Most recently, she served as Managing Director and Controller at JP Morgan Chase Bank, N.A. where she led the First Republic Bank and JPMorgan finance integration managing accounting operations, financial reporting and SOX compliance. Ms. Tam previously served in various accounting roles
