The Compensation Committee (the "Committee") is established by the Board of Directors (the "Board") of Hercules Technology Growth Capital, Inc (the "Company"). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities related to the Company's compensation structure and compensation, including equity compensation, paid by the Company.
Membership: The Committee shall consist of not less than three (3) independent members of the Board, shall serve for a term of one (1) year or until the successor shall be duly elected and shall be elected annually by the Board.
Qualifications: Each member of the Committee may not be an "interested persons" of the Company, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and members of the Committee shall not have participated in the preparation of the financial statements of the Company or any of its subsidiaries at any time during the preceding three years. Each member of the Committee shall qualify as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code shall be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, shall comply with the director independence requirements of the New York Stock Exchange (the "NYSE") as such requirements are interpreted by the Board in its business judgment, and the Board shall annually review the Committee's compliance with such requirements.
Chairman: The Committee Chairman shall be delegated by the Board annually.
Resignation, Removal and Replacement: Any member of the Committee may resign from the Committee at any time upon notice of such resignation to the Company. The Board shall have the power at any time to remove a member of the Committee with or without cause, to fill all vacancies, and to designate alternate members, upon the recommendation of the Committee, to replace any absent or disqualified members, so long as the Committee shall at all times have at least three (3) members and be composed solely of independent directors.
The Committee will meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. All meetings and other actions by the Committee shall be organized and governed as follows:
In carrying out its mission, the Committee shall have direct responsibility and authority to perform the following duties:
Executive Position, Compensation and Renumerations
In discharging its duties hereunder, the Committee shall have the sole authority, to the extent it deems necessary or appropriate, to retain, oversee and compensate independent legal, accounting or other advisors. The Committee may also engage a consulting firm (or other expert) to assist in the assessment of the CEO's or other senior executive officer's compensation. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In retaining compensation advisors, the Committee shall consider the independence requirements for such compensation advisors as set forth by the NYSE, as such requirements are interpreted by the Board in its business judgment.
This charter will be made available on the Company's website at www.htgc.com.
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.
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.