Nominating and Corporate Governance Committee Charter

I. Mission Statement

II. Membership and Qualifications

III. Meetings and Other Actions

IV. Goals, Responsibilities and Authority

Disclosure of Charter.

Committee Members

Chair Joseph F. Hoffman
Joseph F. Hoffman
Joseph Hoffman was appointed to the Hercules’ board of directors in 2015.
Mr. Hoffman is a former KPMG LLP audit partner and is an experienced board member. He has more than 36 years of business experience in all aspects of financial and SEC reporting. He served as KPMG Engagement or SEC Reviewing Partner from July 1983 to September 2009 for a variety of clients ranging in size from start-up companies to multi-national Fortune 500 enterprises. Hoffman’s client roster included clients in the following industries: software, communications, electronics, semiconductor, manufacturing and financial services. A State of California licensed CPA, he has been an advisor to client management and audit committees on complex accounting, audit, SEC reporting and internal control issues related to revenue recognition, business combinations, employee compensation, discontinued operations, and requirements of the Sarbanes-Oxley Act of 2002. Hoffman belongs to the California Society of Certified Public Accountants, the National Association of Corporate Directors and the Association of Governing Boards of Universities and Colleges. Since August 2013, Hoffman has served on the Board of Directors and has chaired the Audit Committee of LiveOps, Inc. 
Mr. Hoffman is a graduate of Willamette University (BA, Mathematics and Economics), where he has also been a Member of the Board of Trustees since May 2011. He earned his MBA from Stanford University.
Committee Member Thomas Fallon
Thomas Fallon
Thomas Fallon was appointed to the Hercules’ board of directors in 2014. 
Since 2013, Fallon has served as chief executive officer of Infinera Corporation, a publicly traded optical telecommunications company, and he has been a member of its board since 2009.  From January 2010 to June 2013, Fallon served as Infinera’s president and chief executive officer. Prior to that, Fallon served as chief operating officer and vice president of engineering and operations at Infinera. Before joining Infinera, Fallon served as vice president, corporate quality and development operations for Cisco Systems. Inc., a networking and telecommunications company. Fallon joined Cisco Systems in 2001 as a general manager of its Optical Transport Business Unit in 2001. 
Fallon holds a bachelor’s of science in mechanical engineering and MBA from the University of Texas at Austin, and is currently a member of the Engineering Advisory Board of the University of Texas at Austin.  
Committee Member Susanne Lyons
Susanne Lyons

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.