The Nominating and Corporate Governance 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 assist the Board in fulfilling its oversight responsibilities related to; (i) identifying individuals qualified to become members of the Board, (ii) selecting or recommending to the Board, the director nominees for the next annual meeting of shareholders, (iii) developing and recommending to the Board a set of corporate governance principles applicable to the Company, (iv) planning for the succession of the Company's executive officers, (iv) overseeing the evaluation of the Board and its dealings with management and appropriate committees of the Board.
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.
Qualifications: Each member of the Committee may not be "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 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 designated 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 per 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:
Board of Directors
Succession Planning for CEO and Other Executive Officers
In discharging its duties hereunder, the Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. 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.
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.