Compensation Committee Charter

I. Mission Statement

II. Membership and Qualifications

III. Meetings and Other Actions

IV. Goals, Responsibilities and Authority

V. Disclosure of Charter



Committee Members

Chair Susanne Lyons
X
Susanne Lyons
Director

Susanne Lyons was appointed to the Hercules’ board of directors in 2015.

Lyons is a retired senior executive who has held top marketing and general management roles at some of the largest financial services companies in America, including Visa Inc., Charles Schwab & Co., and Fidelity Investments.  From 2004 to 2007, Lyons served as chief marketing officer and executive vice president of Visa, responsible for all aspects of brand, advertising, marketing services and sponsorship marketing.  She was responsible for launching the “Life Takes Visa” campaign in 2006.  Before joining Visa, Lyons served as chief marketing officer and executive vice president at Charles Schwab and Co., Inc. and held various marketing and general management positions, including enterprise president of retail client services, from April 1992 to May 2001.  Lyons spent ten years at Fidelity Investments from 1982 to 1992, where she held senior positions in marketing, product development and business strategy.

Ms. Lyons currently serves on the board of directors of the U.S. Olympic Committee, a position she has held since December 2010.  She has been president of the board of directors of Wildcare, a not-for-profit organization, since 2008.  She previously served on the board of directors of CNET Networks, Inc. from 2007 to 2008, until its acquisition by CBS Corp., as well as Gain Capital Holdings, Inc. from 2008 to 2013.  Ms. Lyons also served on the advisory board of Marketo, Inc., a marketing automation software company, prior to its IPO.

Ms. Lyons received her undergraduate degree from Vassar College and received her masters in business administration from Boston University.

Committee Member Doreen Woo Ho
X
Doreen Woo Ho
Director
Ms. Woo Ho is a retired senior executive who has held top management roles at some of the largest commercial banks in America, including Wells Fargo Bank, Citibank and United Commercial Bank.  In 2009, she was President, CEO and Board Member of United Commercial Bank, a leading Asian community and commercial bank headquartered in San Francisco, with assets over $12.7 billion.  From 1998 to 2008, Ms. Woo Ho served as President of the Consumer Credit Group at Wells Fargo Bank.   Prior to Wells Fargo, she served as Sr. Vice President of National Business Banking, US Consumer Bank and other multiple positions in corporate and consumer lending at Citibank from 1974 to 1998.  
 
Ms. Woo Ho currently serves as an independent Director for U.S. Bank, the fifth largest commercial bank in the US.  She has also been serving as Commissioner of the Port of San Francisco since 2011 and on the Board of Directors of the San Francisco Opera since 1992.  
 
Ms. Woo Ho was ranked among the top five in 2007 and recognized consecutively on the list from 2003 to 2007 for the 25 Most Powerful Women in Banking by US Banker Magazine.  In addition, she was also recognized from 2003 to 2009 on the list of the Bay Area 100 Most Influential Women by the San Francisco Business Times.
 
Ms. Woo Ho received her Bachelor of Arts in History from Smith College and her Master of Arts in East Asian Studies from the School of International and Public Affairs at Columbia University.
Committee Member Allyn C. Woodward, Jr
X
Allyn C. Woodward, Jr
Director

Mr. Woodward was Vice Chairman of Adams Harkness Financial Group (AHFG -formerly Adams, Harkness & Hill) from April 2001 until January 2006 when AHFG was sold to Canaccord, Inc. He previously served as President of AHFG from 1995 to 2001. AHFG was an independent institutional research, brokerage and investment banking firm headquartered in Boston, MA.

Prior to joining AHFG, Mr. Woodward worked for Silicon Valley Bank from April 1990 to April 1995, initially as Executive Vice President and Co-founder of the Wellesley, MA office and more recently as Senior Executive Vice President and Chief Operating Officer of the parent bank in California. Silicon Valley Bank is a commercial bank, headquartered in Santa Clara, CA whose principal lending focus is directed toward the technology, healthcare and venture capital industries.

Prior to joining Silicon Valley Bank, Mr. Woodward was Senior Vice President and Group Manager of the Technology group at Bank of New England, Boston MA where he was employed from 1963 to 1990.

Mr. Woodward is currently the Chairman of the Board of Directors and a member of the Compensation Committee of Lecroy Corporation (NASDAQ: LCRY), a leading provider of oscilloscopes, protocol analyzers and related test and measurement solutions. He is also a former Director of Viewlogic and Cayenne Software, Inc. Mr. Woodward serves on the boards of three private companies and is on the boards of advisors of five venture capital funds. Mr. Woodward holds a Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization, and is a member of the National Association of Corporate Directors. Mr. Woodward is on the Board of Overseers and a member of the Finance Committee of Newton Wellesley Hospital, a 250 bed hospital located in Newton, MA. Mr. Woodward is on the Board of Overseers and the Investment Committee and the Finance Committee of Babson College in Babson Park, MA.

Mr. Woodward graduated from Babson College with a degree in finance and accounting. He also graduated from the Stonier Graduate School of Banking at Rutgers University.