Independent
Tenure on this board
20.4 yrs
1 nominee · 6 ballot items.
Election of an independent director; advisory “say-on-pay” vote to approve named executive officer compensation; advisory vote on the frequency of “say-on-pay”; approval of amendment and restatement of the 2018 Equity Incentive Plan to extend term and increase share reserve; approval of amendment and restatement of the 2018 Non-Employee Director Plan to extend term; ratification of PwC as independent auditors for 2026.
Elect Robert P. Badavas as an independent Class I director to the Board to serve a three-year term.
Advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory vote asking stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks ratification of its executive pay program to confirm alignment with stockholder interests and to respond to the Dodd-Frank Act requirement for say-on-pay votes. The Board recommends a FOR vote, citing strong company performance in 2025, alignment with peer group metrics (ROAA, ROE, AASR), and past stockholder support (90% approval in 2025). The Compensation Committee retains discretion over bonuses due to regulatory constraints under the 1940 Act, explaining that pay is not formulaic but considers multiple performance metrics. A FOR vote signals support for the pay philosophy; however, because the vote is advisory, the Board may still act differently if it deems appropriate.
Advisory stockholder vote to indicate whether 'say-on-pay' advisory votes should occur every one, two, or three years.
Proposal 3 asks stockholders to indicate their preferred frequency for future advisory 'say-on-pay' votes — annually, biennially, or triennially. The Board recommends an annual vote to allow regular engagement and consistent feedback on executive compensation and to align with the company’s practice of annual stockholder outreach. The vote is advisory and non-binding; the Board may choose a different cadence if it believes it is in stockholders’ best interests. Given prior support for compensation policies, the Board expects stockholders to select annual voting.
Approve extending the term and increasing share reserve of the 2018 Equity Incentive Plan (renamed 2026 Plan) by 14,000,000 shares and extending term by 10 years.
Proposal 4 requests stockholder approval to amend and restate the Company’s 2018 Equity Incentive Plan, extending the plan term by ten years and increasing the share reserve by 14,000,000 shares (to a total authorized amount of 16,303,840 shares subject to adjustments). Management asserts that equity awards are essential to attract, retain and motivate employees, and that without additional shares the Company may need to increase cash compensation, which could reduce capital available for investments. The plan includes governance features (minimum vesting, no dividend equivalents on unvested RSUs, no evergreen provision, no repricing without stockholder approval, limits on individual grants, SEC/exemptive order compliance for BDCs) to mitigate dilution and align awards with stockholder interests. The Board recommends a FOR vote citing historical grant rates, impact on dilution, and central role of equity in compensation. Approval will permit continued use of RSAs, RSUs, and other equity awards subject to the SEC Order applicable to BDCs, and the Company plans to register the new shares on Form S-8.
Approve extending the term of the 2018 Non-Employee Director Plan (renamed 2026 Director Plan) to continue granting restricted stock awards to non-employee directors.
Proposal 5 seeks shareholder approval to amend and restate the Company’s Non-Employee Director Plan to extend its term (to the day before the tenth anniversary of its 2026 adoption or stockholder approval). The Director Plan authorizes restricted stock awards to non-employee directors, including initial and periodic grants sized by fixed share amounts or dollar values converted to shares based on share price or NAV, with typical three-year vesting schedules. Management argues that equity compensation is standard market practice for director remuneration and helps align directors with shareholders; without it, cash compensation might need to be increased, reducing capital for investments. The Plan contains limits on aggregate grants, per-director limits, and SEC/exemptive order compliance. The Board recommends a FOR vote.
Ratify the Audit Committee’s selection of PwC as Hercules Capital’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Quantum Portfolio Management LLC | 10.30% | 19,273,267 | $285M |
| 2 | Sound Income Strategies, LLC | 1.81% | 3,382,058 | $49M |
| 3 | VAN ECK ASSOCIATES CORP | 1.69% | 3,163,981 | $47M |
| 4 | TWO SIGMA INVESTMENTS, LP | 1.24% | 2,324,859 | $34M |
| 5 | Qube Research Technologies Ltd | 1.19% | 2,235,750 | $33M |
| 6 | UBS Group AG | 1.03% | 1,934,494 | $29M |
| 7 | LPL Financial LLC | 0.96% | 1,795,677 | $27M |
| 8 | D. E. Shaw Co., Inc.Activist | 0.83% | 1,548,960 | $23M |
| 9 | Legal General Group Plc | 0.80% | 1,498,653 | $22M |
| 10 | Muzinich Co., Inc. | 0.72% | 1,350,125 | $20M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.