Hercules Capital (HTGC) Proxy Filing summary

Executive summary

• Achieved a milestone in 2024 with over $20 billion in cumulative debt commitments and celebrated 20 years of investment activity, focusing on venture and growth-stage companies in technology and life sciences.

• Board and management remain committed to maximizing total stockholder returns and expanding platform capabilities.

• Stockholders are asked to renew authorization for potential sales of shares below NAV, though there is no current intention to use this authority.

Voting matters and shareholder proposals

• Four proposals up for vote: election of three directors, advisory vote on executive compensation, authorization to sell shares below NAV, and ratification of PwC as independent public accountant for 2025.

• Board recommends voting FOR all proposals.

• Proposal 3 (below-NAV sales) requires a higher threshold under the 1940 Act.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; regular refreshment and committee succession practices in place.

• Lead Independent Director and robust committee structure (Audit, Compensation, Governance) with all members independent.

• Board and committees conduct regular evaluations and oversee strategy, risk, and succession planning.

• Stock ownership guidelines, anti-hedging/pledging, and clawback policies are enforced.