Hercules Capital (HTGC) Proxy Filing summary

Executive summary

• Achieved record-breaking financial performance in 2024, surpassing $20 billion in cumulative debt commitments and celebrating 20 years of investment activity.

• Delivered $1.81B in gross fundings (up 13%), $493.6M in total investment income (up 7.1%), and $325.8M in net investment income (up 7.2%).

• Declared $1.92 per share in cash distributions and maintained robust liquidity and disciplined credit selection.

• Focused on supporting innovative technology and life sciences companies, with a mission to maximize total stockholder returns.

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 auditor.

• Board recommends voting FOR all proposals.

• Proposal 3 seeks renewal of authority to sell shares below NAV for 12 months, with no current intention to use it but as a protective measure during market volatility.

• Proposal 2 (say-on-pay) received 90.3% approval in 2024.

Board of directors and corporate governance

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

• Three director nominees (Bluestein, Loo, Aguirre) for election to three-year terms.

• Board committees: Audit, Compensation, and Governance, all chaired by independent directors.

• Lead Independent Director and robust director evaluation processes in place.

• Stock ownership guidelines, anti-hedging/pledging, and annual CEO/senior management succession review.