Hercules Capital, Inc. files DEF 14A for fiscal year ending December 31, 2023.

TL;DR

<b>Hercules Capital, Inc. filed its annual DEF 14A, detailing executive compensation and stock award information for the fiscal year ending December 31, 2023.</b>

AI Summary

Hercules Capital, Inc. (HCXY) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. Hercules Capital, Inc. (HCXY) filed a DEF 14A on April 23, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 1 North B Street, Suite 2000, San Mateo, CA 94401. Hercules Capital, Inc. was formerly known as HERCULES TECHNOLOGY GROWTH CAPITAL INC. The filing includes data related to stock awards for PEO and Non-PEO members across 2020, 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking Hercules Capital, Inc., this filing contains several important signals. This DEF 14A filing provides crucial details on executive compensation, including stock awards, which are important for understanding how the company incentivizes and retains its leadership. The detailed breakdown of stock awards across different executive categories (PEO and Non-PEO) and fiscal years (2020-2023) allows for analysis of compensation trends and potential future dilution.

Risk Assessment

Risk Level: low — Hercules Capital, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which is a standard disclosure for publicly traded companies regarding executive compensation and shareholder matters, posing no immediate new risks.

Analyst Insight

Review the detailed stock award data to assess potential future share dilution and executive compensation trends.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year end)
• 2024-04-23 — Filing Date (Date the DEF 14A was filed)
• 2020-2023 — Stock Award Data Years (Years for which stock award data is presented)

Key Players & Entities

• Hercules Capital, Inc. (company) — Filer of the DEF 14A
• 1 North B Street, Suite 2000, San Mateo, CA 94401 (location) — Company's business and mailing address
• HERCULES TECHNOLOGY GROWTH CAPITAL INC (company) — Former company name
• 2024-04-23 (date) — Filing date of the DEF 14A
• 2023-12-31 (date) — Fiscal year end

FAQ

Industry Context

Hercules Capital, Inc. operates as a business development company (BDC) providing debt financing and equity investments to venture capital-backed companies.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating detailed disclosure of executive compensation and corporate governance matters to shareholders.

What Investors Should Do

1. Analyze the stock award grants for PEO and Non-PEO members for 2023.
2. Compare stock award values across the years 2020-2023 to identify trends.
3. Review the company's address and former name for entity verification.

Key Dates

• 2024-04-23: DEF 14A Filing — Disclosure of executive compensation and related matters for the fiscal year ending 2023.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard annual disclosure, and does not represent a change from previous filings of the same type.

Key Financial Figures

• $19 billion — Since 2004, we have committed more than $19 billion to technology and life sciences compani
• $100,000 — rested Director Scott Bluestein Over $100,000 Independent Directors Robert P. Bad
• $0 — Over $100,000 Nikos Theodosopoulos $0 - $50,000 Other Named Executive Offic
• $50,000 — r $100,000 Nikos Theodosopoulos $0 - $50,000 Other Named Executive Officers Seth
• $100,000 K — ver $100,000 Christian Follmann Over $100,000 Kiersten Zaza Botelho Over $100,000 4

Filing Documents

• d158987ddef14a.htm (DEF 14A) — 1006KB
• g158987g00a02.jpg (GRAPHIC) — 417KB
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• 0001193125-24-107052.txt (&nbsp;) — 4848KB
• htgc-20231231.xsd (EX-101.SCH) — 4KB
• htgc-20231231_def.xml (EX-101.DEF) — 4KB
• htgc-20231231_lab.xml (EX-101.LAB) — 5KB
• htgc-20231231_pre.xml (EX-101.PRE) — 3KB
• d158987ddef14a_htm.xml (XML) — 176KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3 PROPOSAL 1: ELECTION OF THREE INDEPENDENT DIRECTORS 5 Summary of the Board and 2024 Director Nomination Process 6 Key Stockholder Considerations 6 Board Structure and Composition 6 Board Committees 7 Director Qualifications 7 Corporate Governance Practices 7 Director Independence; Conflicts 8 Board Oversight of Risk 9 Corporate Responsibility 9 Additional Information 9 Communication with the Board 9 Availability of Corporate Governance Documents 10 Committee Composition, Responsibilities and Meetings 11 BIOGRAPHICAL INFORMATION 12 Biographical Summary Table (Directors) 12 Biographical Information of Director Nominees 13 Biographical Information of Directors 16 Officers Who Are Not Directors 20 COMPENSATION DISCUSSION AND ANALYSIS 21 Introduction 22 Compensation Determination Process 22 Role of the Independent Compensation Consultant 23 Peer Group Composition, Data and Review 23 Assessment of Company and Individual Performance, Pay-for-Performance Alignment and Other Considerations 24 Risk Assessment of the Compensation Program 25 The NEO Compensation Program 26 Compensation Philosophy 26 Regulatory Limitations on Compensation 26 Compensation Elements 27 Clawback Policy for Section 16 Officers 29 COMPENSATION COMMITTEE REPORT 30 COMPENSATION TABLES 31

Executive Compensation Tables

Executive Compensation Tables 31 Summary Compensation Table 31 Grants of Plan Based Awards in 2023 32 Outstanding Equity Awards at Fiscal Year End, December 31, 2023 32 Options Exercised and Stock Vested in 2023 33 Nonqualified Deferred Compensation in 2023 33 Potential Payments upon Termination or Change in Control 33 CEO Pay Ratio 35 Pay vs. Performance 36 Independent Director Compensation 38 Equity Compensation Plan Information 39 PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPANY'S NAMED EXECUTED OFFICER COMPENSATION 40 PROPOSAL 3: AUTHORIZATION OF THE COMPANY TO SELL OR ISSUE SHARES OF ITS COMMON STOCK AT A PRICE BELOW ITS THEN-CURRENT NAV PER SHARE, SUBJECT TO THE CONDITIONS SET FORTH IN PROPOSAL 3 42 Overview and Conditions of Below-NAV Sales 43 Reasons to Conduct Below-NAV Sales 44 Key Stockholder Considerations 45 Dilutive Effect of Below-NAV Sales on Stockholders 45 Trading History of the Shares 46 Tables 47 PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 50 Background 51 Key Stockholder Considerations 51 Principal Accountant Fees and Services 51 Pre-Approval Policy 52 AUDIT COMMITTEE REPORT 53 STOCKHOLDER PROPOSALS 54 QUESTION AND ANSWERS 55 i Table of Contents HELPFUL RESOURCES Definition of Certain Terms or Abbreviations Where You Can Find More Information 1940 Act means the Investment Company Act of 1940, as amended Annual Meeting means the 2024 annual meeting of stockholders Annual Report means the Company's Annual Report on Form 10-K BDC means business development company Board means the Company's Board of Directors CEO means chief executive officer Committees means the Company's Audit, Compensation and Nominating and Governance ("Governance") Committees Company, we or us means Hercules Capital, Inc., its wholly-owned subsidiaries and affiliated securitization t

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 9, 2024, the beneficial ownership of each current Director, Director Nominee, our NEOs, each person known to us to beneficially own 5% or more of the outstanding Shares, and our NEOs and Directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of April 9, 2024 are deemed to be outstanding and beneficially owned by the person holding such options or warrants. Such Shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of ownership is based on 162,230,026 Shares outstanding as of April 9, 2024. Unless otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the Shares beneficially owned by the stockholder, except to the extent authority is shared by their spouses under applicable law. Unless otherwise indicated, the address of all NEOs and Directors is c/o Hercules Capital, Inc., 1 N B Street, Suite 2000, San Mateo, California 94401. Name Address of Beneficial Owner Type of Ownership Number of Shares Owned Beneficially (1) Percentage of Class Interested Director Scott Bluestein (2) Record/Beneficial 2,305,061 1.4% Independent Directors Robert P. Badavas (3) Record/Beneficial 126,686 * DeAnne Aguirre (4) Record/Beneficial 7,998 * Gayle Crowell (5) Record/Beneficial 48,808 * Thomas J. Fallon (6) Record/Beneficial 90,412 * Wade Loo (7) Record/Beneficial 20,301 * Pam Randhawa (8) Record/Beneficial 12,584 * Nikos Theodosopoulos (9) Record/Beneficial 967 * Other Named Executive Officers Seth H. Meyer (10) Record/Beneficial 355,626 * Christian Follmann (11) Record/Beneficial 97,655 * Kiersten Zaza Botelh

View Full Filing

View this DEF 14A filing on SEC EDGAR