Hercules Capital (HTGC) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 18, 2026, with virtual participation and voting options available by internet, phone, or mail.

• Proposals include director election, executive compensation votes, equity plan amendments, auditor ratification, and other business.

• Company focuses on providing senior secured loans to high-growth, venture-backed technology and life sciences firms.

Voting matters and shareholder proposals

• Election of independent director Robert P. Badavas for a three-year term; Board recommends a vote in favor.

• Advisory vote to approve named executive officer compensation ("say-on-pay"); Board recommends approval.

• Advisory vote on frequency of say-on-pay, with Board recommending annual votes.

• Approval sought for amendments to the 2018 Equity Incentive Plan and 2018 Non-Employee Director Plan, extending terms and increasing share reserves.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Procedures for shareholder proposals and director nominations for the 2027 meeting outlined.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with robust committee structure (Audit, Compensation, Governance).

• Regular board and committee refreshment, annual evaluations, and succession planning.

• Stock ownership guidelines, anti-hedging/pledging, and clawback policies in place.

• Board diversity in skills, experience, and backgrounds emphasized.