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Job Code: HBC 24-77

Job Summary:

The Executive Vice President & General Counsel (GC) is a key member of the executive leadership team, reporting directly to the President and CEO. The GC will provide strategic oversight for the Bank's legal, corporate governance, shareholder relations, and corporate secretarial duties while serving as a legal advisor to the executive team and the Board of Directors.

The GC will also manage external legal counsel as necessary and work closely with other departments to ensure that all corporate activities comply with applicable laws. This position will be critical in protecting the organization’s legal interests and supporting its long-term business goals.

Pay Range: Base Compensation is dependent upon role, experience, and skill set: Min- $270,000/yr Max- $350,000/yr

Primary Responsibilities:

Legal Leadership and Counsel:Serve as the primary legal advisor to the executive team and the Board of Directors. Provide legal advice on securities, corporate governance, and general banking matters. Draft and review legal documents, including contracts, board minutes, resolutions, and corporate governance materials. Ensure compliance with banking regulations, SEC rules, and corporate governance standards. Manage external legal counsel relationships and collaborate on complex legal matters. Corporate GovernanceOversee corporate governance, ensuring the Bank adheres to the highest standards of regulatory compliance. Serve as Corporate Secretary, managing corporate records and coordinating board schedules, agendas, and meeting materials. Manage governance functions, including shareholder relations, proxy statement preparation, and SEC filings. Act as a liaison to the Board of Directors, advising on corporate governance issues and ensuring effective communication between management and the Board. Operations and Compliance:Advice on legal matters related to the company’s operations, ensuring that processes and systems comply with regulatory requirements. Provide guidance on product compliance with industry standards, regulations, and safety laws. Ensure the company’s products and services meet all legal and regulatory requirements for market entry and ongoing compliance in different jurisdictions. Shareholder Relations:Oversee shareholder relations, including voting, tabulation, and preparation for the Annual Meeting of Shareholders. Work closely with Finance to manage SEC filings, including proxy statements and other investor-related communications. Act as the point of contact for shareholders addressing any legal or governance-related concerns. Supervisory Responsibilities:Lead, mentor, and manage teams within the Legal, Compliance, and Governance functions. Ensure ongoing development and training for team members to maintain compliance with evolving regulatory standards. Qualifications And Professional Experience

Juris Doctor (J.D.) degree from an accredited law school; California Bar admission is required. Minimum of 10 years of legal experience in financial institutions. Strong expertise in corporate governance, regulatory law, and banking industry compliance. Proven leadership experience with the ability to manage high-performing teams and collaborate across business units. Excellent communication, negotiation, and interpersonal skills, with the ability to influence at all levels of the organization. Deep understanding of banking laws and regulations, including SEC compliance, AML/BSA, and ESG standards.

Core Competencies

Strategic Legal Vision and Planning Corporate Governance Expertise Effective Leadership and Team Development Exceptional Communication and Influence Adaptability and Problem-Solving

This position offers a significant opportunity to shape the legal and governance framework of Heritage Bank of Commerce, while supporting the Bank’s ambitious growth goals.

Compliance Responsibilities:

The employee is responsible for ensuring compliance with all aspects of job-related laws and regulations and must maintain current compliance knowledge by attending compliance related training seminars and staff meetings and by reading pertinent compliance related materials.

Job related laws and regulations include, but are not limited to the following: Bank Secrecy Act (BSA); Office of Foreign Asset Control (OFAC); Vendor Management; Information and Data Security; and SEC regulations related to corporate governance and disclosure.

Heritage Bank of Commerce is an Equal Opportunity Employer committed to diversity and inclusion. We do not discriminate on the basis of race, color, ethnicity, religion, sex, sexual orientation, gender identity, national origin, marital status, genetic information, disability, Veteran status, or any other characteristic protected by Federal, state or local laws.