Our client, Heritage Bank of Commerce, is seeking a General Counsel / Head of Legal, Corporate to join their leadership team.  Heritage Bank of Commerce, founded in 1994, is a community business bank headquartered in Downtown San Jose. For over 25 years, HBC has provided a consultative relationship banking approach with clients, offering valuable services to help them achieve their long-term business goals. The Bank combines the classic values of relationship-based, customer-focused community banking, with a forward-looking, strategic approach.

Job Summary:

The General Counsel / Head of Legal, Corporate will be a key member of the executive leadership team and be responsible for leading and providing strategic legal and compliance guidance as the sole attorney to the Bank.  This role will provide legal advice and counsel to the company’s executive team and the Board of Directors on a wide variety of topics such as corporate governance, regulatory, SEC and other legal matters.  This role requires impeccable legal and business judgment, extensive experience in governance and banking, and exemplary interpersonal skills and emotional intelligence.  The ideal candidate will work in-office in San Jose or one of the other offices in the Bay Area.  

Primary Responsibilities:

• Manage all legal issues relating to the Bank’s business and operations; recommends resolutions or alternative approaches and courses of action; provides legal counsel and support to the Executive Management Team and the Board of Directors regarding complex legal matters affecting the Company, including but not limited to regulatory, governance and SEC reporting matters.

Corporate Secretary and Shareholder Relations:

• Oversees the preparation of Board Committee and Board agendas. Provides guidance to the Assistant Corporate Secretary to coordinate board schedules, compilation of meeting materials and ensures all open issues are resolved in a timely manner. Responsible for managing the maintenance of all corporate records.
• Oversees Stock Transfer Agent with regard to reports and actions to be taken in connection with Shareholders Meetings and interaction with shareholders regarding various transfer issues.
• Manages the planning and execution of the Annual Meeting of Shareholders, including mailings and filings as well as interaction with Transfer Agent in tabulation of voting. Works closely with Finance in the preparation of Proxy Statement and other SEC reporting documents.

Supervisory Responsibilities:

• Directly supervises the Assistant Corporate Secretary and the Governance and Shareholder Relations areas.
• Carries out supervisory responsibilities in accordance with the organization’s policies and applicable laws. Responsibilities include interviewing, hiring, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems.  

Compliance Responsibilities:

• Responsible for ensuring legal and compliance with all aspects of job-related laws and regulations.
• Responsible for keeping legal and compliance knowledge current by attending legal and compliance related training seminars and/or staff meetings (or reviewing minutes when not in attendance for actual meetings) and by reading pertinent legal and compliance related materials. Job related laws and regulations include, but are not limited to, the following: SEC regulations; California Financial Code; and Regulation S-K.

Other Legal Responsibilities:

• Review and manage corporate contracts and negotiations including but not limited to leases.
• Assesses litigation risks and strategies in coordination with external law firms. Assesses Company Board and Governance policies, procedures, processes and documentation to ensure compliance with applicable laws and regulations.
• Manages external legal counsel as applicable providing for efficiency and value-added legal and business advice.
• Maintains open and interactive relations with the Board of Directors, (Bank and Holding Company), and the executive management team serving as a liaison and resource.

Professional Qualifications:

• J.D. degree from an accredited law school; California bar admission. Minimum 8 years prior experience in a comparable attorney position; experience with financial institutions, regulatory, securities, and corporate law preferred.
• Strong knowledge and experience of corporate governance matters.
• Strong business acumen with the ability to provide balanced guidance between risk and business operational needs.
• Demonstrated ability to create legal defensive or proactive strategies.
• Excellent knowledge and understanding of corporate law, governance and procedures. Excellent verbal and written communication skills.
• Strong demonstrated professional judgment in making recommendations and communicating legal advice. Excellent organizational, interpersonal and team skills, including the ability to build consensus on difficult legal and business issues.
• Excellent research skills and project management skills to include prioritization, time management and forward planning.
• Demonstrated agility and nimbleness in responding to rapidly changing strategic and business objectives, job priorities, organizational structures, and individual workloads.
• Ability to drive a strategic vision for the organization while “rolling up your sleeves” to ensure effective operations, and identifying best practices
• Experience collaborating across departments and business units on complex projects.

Pay Range:  Base Compensation is dependent upon role, experience, and skill set: $230,000 - $260,000/year.

Heritage Bank of Commerce has exclusively engaged Kerwin Associates to conduct this search.  Any resumes sent directly to Heritage will be forwarded to Kerwin Associates.  If you are interested in speaking about or applying for this role, please contact Anne Kerwin Payne (anne@kerwin.com) at Kerwin Associates.