Hercules Capital, Inc.

Proxy Solicitation & Information Statement • Apr 24, 2025

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

Hercules Capital, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x	No fee required
o	Fee paid previously with preliminary materials
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11

Table of Contents

2025 PROXY STATEMENT Notice of Annual Meeting June 18, 2025

Empowering Innovators

Table of Contents

TO MY FELLOW STOCKHOLDER, On behalf of the Board of Directors and the Hercules Capital team, thank you for your investment. Following another record-breaking year in 2024, it is my pleasure to once again invite you to the Hercules Capital Annual Meeting of Stockholders. Hercules Capital achieved a significant milestone in 2024 as we celebrated 20 years of investment activity while our investment platform reached and surpassed the $20 billion mark in cumulative debt commitments since inception. This achievement underscores our commitment to serving the capital needs of the venture and growth- stage ecosystems. Since our inception, our success has been made possible by the tremendous work and dedication of our talented employees and the trust that our investors have placed with us. We are grateful to continue to serve our stockholders by successfully supporting innovative technology and life sciences companies. Serving our stockholders means protecting their investment. For the last two years, stockholders have granted us the ability to sell shares of common stock if the price per share is less than the net asset value per share, subject to certain conditions. While we have no current intention to conduct such sales, the Board of Directors and I continue to believe strongly that having this approval is protective to stockholders during times of market volatility. The current approval expires August 15, 2025. We are asking you to once again renew this approval for an additional twelve month period by voting your shares in favor of Proposal 3 using one of the methods described on page 1 of this proxy statement before June 18, 2025.

Hercules Capital achieved a significant milestone in 2024 as we celebrated 20 years of investment activity while our investment platform reached and surpassed the $20 billion mark in cumulative debt commitments since inception.

Your investment and support is vital to our mission and success. The Board of Directors and the entire Hercules team remain steadfast in our efforts to maximize total stockholder returns and expand our platform capabilities for the benefit of our clients. We will continue to be guided by our unwavering commitment to venture and growth- stage companies and doing what we believe is in the best interests of our stockholders - just as we have done for more than 20 years. Thank you for your continued commitment to Hercules Capital and the entrepreneurs and businesses we serve.

Sincerely,
●
Scott Bluestein Chief Executive Officer Chief Investment Officer

Table of Contents

Table of Contents

NOTICE OF 2025 ANNUAL MEETING

The details of the 2025 annual meeting of stockholders (the “Annual Meeting”) of Hercules Capital, Inc. are as follows:

Annual Meeting

Date and Time	Location	Record Date
Wednesday, June 18, 2025 9:00 a.m. Eastern Time	www.virtualshareholdermeeting.com/HTGC2025	Thursday, April 17, 2025

Voting Matters

At or before the Annual Meeting, we ask that you vote on the following items:

Proposal	Description	Board Recommendation	For more information, see page:
1	Election of three Directors	FOR	5
2	Advisory vote to approve the Company’s named executive officer compensation	FOR	42
3	Authorization of the Company to sell or issue Shares at a price below its then-current NAV per share, subject to the conditions set forth in Proposal 3	FOR	44
4	Ratification of the selection of the Independent Public Accountant for the fiscal year ending December 31, 202 5	FOR	52

YOUR VOTE IS IMPORTANT – How to vote:

●	Internet: Visit www.proxyvote.com You will need the 16-digit control number included in the proxy card, voter instruction card or notice.	●	Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the control number included in your proxy card.
●	QR Code You can scan the QR Code on your proxy card to vote with your mobile phone.	●	Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

You may also attend and participate in the Annual Meeting virtually by following the instructions on www.proxyvote.com .

Please have your 16-Digit Control Number (located on your proxy card) to join the meeting. We plan to begin mailing the

Proxy Statement to stockholders on or about April 24, 2025 . The enclosed proxy statement (the “Proxy Statement”) is also

available at www.proxyvote.com , where you can also find copies of the proxy card and the Company’s Annual Report on

Form 10-K (the “Annual Report”). Stockholders may request a copy of the Proxy Statement and the Annual Report by

contacting our main office at (650) 289-3060.

By Order of the Board,
●
Kiersten Zaza Botelho Corporate Secretary

Table of Contents

HELPFUL RESOURCES

Definition of Certain Terms or Abbreviations	Where You Can Find More Information
1940 Act means the Investment Company Act of 1940, as amended Annual Meeting means the 2025 annual meeting of stockholders Annual Report means the Company’s Annual Report on Form 10-K BDC means business development company Board means the Company’s Board of Directors CEO means chief executive officer Committees means the Company’s Audit, Compensation and Nominating and Governance (“Governance”) Committees Company, we or us means Hercules Capital, Inc., its wholly-owned subsidiaries and affiliated securitization trusts Director means a member of the Company’s Board Dodd-Frank Act means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Exchange Act means the Securities Exchange Act of 1934, as amended Independent Director means a Director who is not an “interested person” of the Company, as defined by the 1940 Act and applicable NYSE rules Independent Public Accountant means PricewaterhouseCoopers LLP, or PwC NAV means net asset value NEO means named executive officer NYSE means the New York Stock Exchange Proxies refers to Scott Bluestein and Kiersten Zaza Botelho, the designated proxies for the Annual meeting Proxy Statement means this proxy statement, which provides important information about the Annual Meeting RIC means regulated investment company under the Internal Revenue Code of 1986, as amended SEC means the Securities and Exchange Commission Securities Act means the Securities Act of 1933, as amended Shares means shares of the Company’s common stock	Annual Meeting
	Proxy Statement & Annual Report https://investor.htgc.com/company-information/annual-reports-proxy Voting Your Proxy Online before the 2025 Annual Meeting www.proxyvote.com
	Board of Directors
	https://investor.htgc.com/corporate-governance board-of-directors
	Communications with the Board
	Please see page 10 of this Proxy Statement for details.
	Committee Charters
	https://investor.htgc.com/corporate-governance/governance- documents • Audit Committee Charter • Compensation Committee Charter • Nominating and Corporate Governance Committee Charter
	Other Governance Documents
	https://investor.htgc.com/corporate-governance/governance- documents • Code of Business Conduct and Ethics • Code of Ethics for Directors, Officers and All Employees • Corporate Governance Guidelines • ESG Policy • Sarbanes-Oxley Whistleblower Procedures
	Investor Relations
	https://investor.htgc.com

i

Table of Contents

CONTENTS

SUMMARY INFORMATION	1
2025 Annual Meeting and How to Vote	1
About Hercules, Our Governance and Our Performance	2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3
PROPOSAL 1: ELECTION OF THREE DIRECTORS	5
Summary of the Board and 2025 Director Nomination Process	6
Key Stockholder Considerations	6
Board Structure and Composition	6
Board Committees	7
Director Qualifications	7
Corporate Governance Practices	8
Director Independence; Conflicts	8
Board Oversight of Risk	9
Corporate Responsibility	9
Additional Information	9
Communication with the Board	10
Availability of Corporate Governance Documents	10
Committee Composition, Responsibilities and Meetings	11
BIOGRAPHICAL INFORMATION	12
Biographical Summary Table (Directors)	12
Biographical Information of Director Nominees	13
Biographical Information of Directors	16
Officers Who Are Not Directors	21
COMPENSATION DISCUSSION AND ANALYSIS	22
Introduction	23
Compensation Determination Process	23
Role of the Independent Compensation Consultant	24
Peer Group Composition, Data and Review	24
Assessment of Company and Individual Performance, Pay-for-Performance Alignment and Other Considerations	25
Risk Assessment of the Compensation Program	26
The NEO Compensation Program	27
Compensation Philosophy	27
Regulatory Limitations on Compensation	27
Compensation Elements	28
Clawback Policy for Section 16 Officers	30
COMPENSATION COMMITTEE REPORT	31
COMPENSATION TABLES	32
Executive Compensation Tables	32
Summary Compensation Table	32
Grants of Plan Based Awards in 202 4	33
Outstanding Equity Awards at Fiscal Year End, December 31, 202 4	34
Options Exercised and Stock Vested in 202 4	35

Nonqualified Deferred Compensation in 2024	35
Potential Payments upon Termination or Change in Control	35
CEO Pay Ratio	37
Pay vs. Performance	38
Independent Director Compensation	40
Equity Compensation Plan Information	41
PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPANY’S NAMED E XECUTIVE OFFICER COMPENSATION	42
PROPOSAL 3: AUTHORIZATION OF THE COMPANY TO SELL OR ISSUE SHARES OF ITS COMMON STOCK AT A PRICE BELOW ITS THEN- CURRENT NAV PER SHARE, SUBJECT TO THE CONDITIONS SET FORTH IN PROPOSAL 3	44
Overview and Conditions of Below-NAV Sales	44
Reasons to Conduct Below-NAV Sales	45
Key Stockholder Considerations	46
Dilutive Effect of Below-NAV Sales on Stockholders	47
Trading History of the Shares	48
Tables	48
PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 202 5	52
Background	53
Key Stockholder Considerations	53
Principal Accountant Fees and Services	53
Pre-Approval Policy	54
AUDIT COMMITTEE REPORT	55
STOCKHOLDER PROPOSALS	56
QUESTION AND ANSWERS	57

ii

Table of Contents

VOTING INFORMATION

Quorum Required to Hold the Annual Meeting

We cannot conduct any business at the Annual Meeting unless a quorum of stockholders is present – meaning generally

that stockholders who collectively hold a majority of the outstanding Shares entitled to vote at the Annual Meeting have

voted or authorized a proxy to vote. Abstentions and broker non-votes ( see below ) will be treated as Shares present for

determining whether we have a quorum. If we do not have a quorum, the chairman of the Annual Meeting may adjourn the

meeting to a later date to allow additional time for stockholders to vote.

Vote Required for Each Proposal to Pass — Proposal		Vote Required
1	Election of three Directors	Affirmative vote of a majority of the votes cast for and against a Director Nominee at the Annual Meeting in person or by proxy
2	Advisory vote to approve the Company’s named executive officer compensation	Affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy
3	Authorization of the Company to sell or issue Shares at a price below its then-current NAV per share, subject to the conditions set forth in Proposal 3	The affirmative vote of holders of at least a “majority of outstanding shares” (as defined in the 1940 Act) of (i) the Shares and (ii) the Shares held by persons that are not affiliated persons of the Company, is required to approve this proposal. Under the 1940 Act, the vote of holders of a “majority of outstanding shares” means the vote of the holders of the lesser of (a) 67% or more of the outstanding Shares present or represented by proxy at the Annual Meeting if the holders of more than 50% of the Shares are present or represented by proxy or (b) more than 50% of the outstanding Shares
4	Ratification of the selection of the Independent Public Accountant for the fiscal year ending December 31, 2025	Affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy

Abstentions and Broker Non-Votes
An abstention represents action by a stockholder to refrain from voting “for” or “against” a proposal. Abstentions will have no effect on the outcomes of Proposals 1, 2, and 4 but will have the effect of a vote against Proposal 3. “Broker non-votes” represent votes that are not cast on a non-routine matter by a broker that is present (in person or by proxy) at the meeting because (i) the Shares entitled to cast the votes are held in “street name,” (ii) the broker lacks discretionary authority to vote the Shares and (iii) the broker has not received voting instructions from the beneficial owner. For the Annual Meeting, each of Proposals 1 – 3 is a non-routine matter . This means that if you hold your Shares in “street name,” your broker, bank or nominee will not be able to vote your Shares with respect to Proposals 1 – 3 unless you give your broker (or bank or other nominee) specific instructions on how to vote your Shares. Proposal 4 is a routine matter. As a result, if you beneficially own your Shares and you do not provide your broker, bank or nominee with voting instructions, then your broker, bank or nominee will be able to vote your Shares with respect to Proposal 4 on your behalf.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

1

Table of Contents

SUMMARY INFORMATION

This summary provides highlights about Hercules Capital, Inc. and information contained elsewhere in this Proxy Statement. This summary

does not contain all of the information that you should consider when deciding how to vote your Shares.

2025 Annual Meeting and How to Vote

You are receiving this Proxy Statement because you hold Shares of Hercules Capital, Inc. (the “Company”). Each year, we

hold an annual meeting to solicit stockholder feedback and approval on certain items relating to our operations and

governance, including the election of members of our Board. Our 2025 Annual Meeting will be held on June 18, 2025. We

encourage you to vote on the following proposals , which are described in more detail elsewhere in this Proxy

Statement. You do not need to attend the Annual Meeting in order to vote your Shares – instead, you may easily cast your

vote online, by phone or by mail , as described below.

Proposal	Description	Board Recommendation	For more information, see page:
1	Election of three Directors	FOR	5
2	Advisory vote to approve the Company’s named executive officer compensation	FOR	42
3	Authorization of the Company to sell or issue Shares at a price below its then- current NAV per share, subject to the conditions set forth in Proposal 3	FOR	44
4	Ratification of the selection of the Independent Public Accountant for the fiscal year ending December 31, 202 5	FOR	52

How to Vote

●	Internet: Visit www.proxyvote.com You will need the 16-digit control number included in the proxy card, voter instruction card or notice.	●	Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the control number included in your proxy card.
●	QR Code You can scan the QR Code on your proxy card to vote with your mobile phone.	●	Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

You may also attend and participate in the Annual Meeting virtually by following the instructions on www.proxyvote.com .

Please have your 16-Digit Control Number (located on your proxy card) to join the meeting. If you encounter any difficulties

accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will

appear on the log in website page fifteen minutes prior to the meeting start time.

Frequently Asked Questions and Contact Information

We have provided responses to the following asked questions at the back of this Proxy Statement, on page 57.

• Why did I receive this Proxy Statement? • How do I vote? • What happens if I do nothing (aka choose not to vote)? • May I change my vote or revoke my proxy? • What is householding? • What is the vote required for each proposal? • What are abstentions and “broker non-votes”? • Who is paying for the costs of soliciting these proxies? • Do stockholders have dissenters’ or appraisal rights? • How do I find out the results of the voting at the Annual Meeting?

If you have any further questions about how to cast your vote, the Annual Meeting or about this Proxy Statement generally,

please contact Michael Hara, Managing Director of Investor Relations and Corporate Communications, at (650) 433-5578 or

mhara@htgc.com or Kiersten Zaza Botelho, Corporate Secretary, at (617) 314-9973 or kbotelho@htgc.com .

2

Table of Contents

About Hercules, Our Governance and Our Performance

We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-

backed and institutional-backed companies in a variety of technology and life sciences industries. As the largest and leading

venture lending platform in the industry, we are committed to delivering strong, sustainable long-term stockholder returns.

Corporate Governance Highlights

Board Practices	Stockholder Matters
• 7 out of 8 Directors are Independent Directors • Demonstrated commitment to Board refreshment (since 2021, assuming election of current Director Nominees, 4 new Directors have joined and 4 have rolled off the Board) • Demonstrated commitment to periodic committee refreshment and committee chair succession (since 2019, new chairs have been appointed on all three Committees) • Robust Director nominee selection process • Regular Board, Committee and Director evaluations • Lead Independent Director elected by the Independent Directors, with robust duties and oversight responsibilities • Independent Audit, Compensation and Governance Committees • Regular executive sessions of Independent Directors • Strategy and risk oversight by full Board and Committees • Regular review and assessment of Committee responsibilities	• Long-standing, active stockholder engagement • Annual “say-on-pay” advisory vote (90.3% stockholder approval (based on number of votes cast) in 2024) • Majority voting with resignation policy for Directors in uncontested elections
	Other Best Practices
	• Stock ownership guidelines for executive officers and Directors • Annual Board review of CEO and senior management succession planning • Anti-hedging and anti-pledging policies • Clawback policy for incentive awards • No tax gross-up payments

2024 Performance

We are incredibly proud of our 2024 performance and the returns we delivered to our stockholders. For information

regarding our performance as compared to that of our Peer Group during 2024, please see the discussion beginning on

page 24 of this Proxy Statement.

3

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth, as of April 17, 2025, the beneficial ownership of each current Director, Director Nominee, our

executive officers, each person known to us to beneficially own more than 5% of the outstanding Shares, and our executive

officers and Directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC. These rules

generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct

the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.

Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of April 17, 2025

are deemed to be outstanding and beneficially owned by the person holding such options or warrants. Such Shares,

however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

Percentage of ownership is based on 175,420,455 Shares outstanding as of April 17, 2025. Unless otherwise indicated, to

our knowledge, each stockholder listed below has sole voting and investment power with respect to the Shares beneficially

owned by the stockholder, except to the extent authority is shared by their spouses under applicable law. Unless otherwise

indicated, the address of all executive officers and Directors is c/o Hercules Capital, Inc., 1 North B Street, Suite 2000, San

Mateo, California 94401.

Name Address of Beneficial Owner	Type of Ownership	Number of Shares Owned Beneficially (1)	Percentage of Class
Interested Director
Scott Bluestein (2)	Record/Beneficial	2,292,204	1.3%
Independent Directors
Robert P. Badavas (3)	Record/Beneficial	111,686	*
DeAnne Aguirre (4)	Record/Beneficial	13,875	*
Gayle Crowell (5)	Record/Beneficial	62,069	*
Thomas J. Fallon (6)	Record/Beneficial	99,697	*
Wade Loo (7)	Record/Beneficial	26,560	*
Pam Randhawa (8)	Record/Beneficial	16,225	*
Nikos Theodosopoulos (9)	Record/Beneficial	5,962	*
Other Executive Officers
Seth H. Meyer (10)	Record/Beneficial	384,630	*
Christian Follmann (11)	Record/Beneficial	121,301	*
Kiersten Zaza Botelho (12)	Record/Beneficial	67,563	*
Executive Officers and Directors as a group (11 persons) (13)			1.8%
Beneficial Owners of More than 5%
Kingdom Holding Company (14)		9,411,490	5.4%

• Less than 1%.

(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

(2) Includes 479,291 restricted Shares.

(3) Includes 2,823 restricted Shares. 108,863 Shares are held of record by the Robert P. Badavas Trust of 2007 and Mr. Badavas

disclaims any beneficial ownership interest of such Shares except to the extent of his pecuniary interest therein.

(4) Includes 1,693 restricted Shares. 12,182 Shares are held of record by the Aguirre Family 2004 Trust and Ms. Aguirre disclaims any

beneficial ownership interest in such Shares except to the extent of her pecuniary interest therein.

(5) Includes 6,789 restricted Shares.

(6) Includes 6,789 restricted Shares. 92,908 Shares are held of record by the Fallon Family Revocable Trust and Mr. Fallon disclaims any

beneficial ownership interest of such Shares except to the extent of his pecuniary interest therein.

(7) Includes 1,505 restricted Shares. 25,055 Shares are held of record by the Loo Revocable Trust and Mr. Loo disclaims any beneficial

ownership interest of such Shares except to the extent of his pecuniary interest therein.

(8) Includes 2,823 restricted Shares.

(9) Includes 3,030 restricted Shares.

(10) Includes 165,810 restricted Shares

(11) Includes 59,503 restricted Shares and 350 Shares held by Mr. Follmann’s spouse in her name. Mr. Follmann disclaims any beneficial

ownership interest of such Shares held by his spouse except to the extent of his pecuniary interest therein.

(12) Includes 48,171 restricted Shares.

(13) Includes 854,200 restricted Shares.

(14) Based on information provided in a Schedule 13G filed on May 8, 2023, Kingdom Holding Company reported sole voting and

dispositive power with respect to Shares. The Schedule 13G does not include any information regarding Shares acquired or sold

4

Table of Contents

since the date of such Schedule 13G. The business address of Kingdom Holding Company is 66 Floor, Kingdom Centre, P.O. Box 1,

Riyadh 11321, Kingdom of Saudi Arabia.

The following table sets forth as of April 17, 2025, the dollar range of our securities beneficially owned by our Directors and

named executive officers.

Name and Address of Beneficial Owner	Dollar Range of Equity Securities Beneficially Owned
Interested Director
Scott Bluestein	Over $100,000
Independent Directors
Robert P. Badavas	Over $100,000
DeAnne Aguirre	Over $100,000
Gayle Crowell	Over $100,000
Thomas J. Fallon	Over $100,000
Wade Loo	Over $100,000
Pam Randhawa	Over $100,000
Nikos Theodosopoulos	Over $100,000
Other Executive Officers
Seth H. Meyer	Over $100,000
Christian Follmann	Over $100,000
Kiersten Zaza Botelho	Over $100,000

5

Table of Contents

PROPOSAL 1

ELECTION OF THREE DIRECTORS

This Proposal 1 requests that stockholders elect Scott Bluestein, Wade Loo and DeAnne Aguirre, each a Class III Director,

to the Board to serve until the third annual meeting of stockholders following his or her election and until his or her successor

is duly elected and qualifies or until his or her earlier death, resignation or removal from the Board. You should carefully read

this Proposal 1 in its entirety before voting.

The Board recommends that you vote FOR each of the Director Nominees.

Key Sections

Key Sections	Page
Summary of the Board and 2025 Director Nomination Process	6
Key Stockholder Considerations	6
Board Structure and Composition	6
Board Committees	7
Director Qualifications	7
Corporate Governance Practices	8
Director Independence; Conflicts	8
Board Oversight of Risk	9
Corporate Responsibility	9
Additional Information	9

	Page
Communication with the Board	10
Availability of Corporate Governance Documents	10
Committee Composition, Responsibilities and Meetings	11
BIOGRAPHICAL INFORMATION
Biographical Summary Table (Directors)	12
Biographical Information of Director Nominees	13
Biographical Information of Directors	16
Officers Who Are Not Directors	21

For information regarding the compensation of Independent Directors, please see the Compensation Discussion and

Analysis beginning on page 22 of this Proxy Statement.

6

Table of Contents

Summary of the Board and 2025 Director Nomination Process

As of the date of this Proxy Statement, the Board consists

of eight Directors, seven of whom are Independent

Directors. The Board is composed of three classes (Class I,

Class II and Class III), with members of each serving until

the third annual meeting of stockholders following his or her

election and until his or her successor is duly elected and

qualifies, or until his or her earlier death, resignation or

removal from the Board.

Scott Bluestein, Wade Loo and DeAnne Aguirre are the

Class III Directors whose terms will expire at the Annual

Meeting. The Governance Committee and the Board have

each approved Messrs. Bluestein and Loo and Ms.

Aguirre's nomination to stand for election at the Annual

Meeting.

If elected, they will serve for a three-year term expiring at

the 2028 annual meeting of stockholders and until each of

their successors is duly elected and qualifies, or until their

earlier death, resignation or removal from the Board.

None of the Director Nominees is being nominated as a

Director for election pursuant to any agreement or

understanding between such Director Nominee and the

Company. Each of the Director Nominees has indicated his

or her willingness to continue to serve if elected and the

Board has no reason to believe that the Director Nominees

will be unable or unwilling to serve. Each Director Nominee

has also consented to be named as a Director Nominee in

this Proxy Statement. Mr. Loo and Ms. Aguirre are both

Independent Directors.

Key Stockholder Considerations

Stockholders should review this Proposal 1 in its entirety, as

well as the biographies of the Directors and Director

Nominees, when determining how to vote on this Proposal

1.

Board Approval and Recommendation; Proxies

The Board believes that it is in your best interest for each of

the Director Nominees to be elected to the Board. The

Board recommends that stockholders vote FOR each of the

Director Nominees pursuant to Proposal 1.

In the absence of instructions to the contrary, it is the

intention of the Proxies to vote such proxy FOR the

election of each Director Nominee. If any Director

Nominee should decline or be unable to serve as a

Director, it is intended that the proxy will be voted for

the election of the person nominated by the Board as a

replacement.

Required Stockholder Vote

A Director Nominee will be elected pursuant to this

Proposal 1 if he or she receives the affirmative vote of

a majority of the total votes cast for and against such

Director Nominee at the Annual Meeting. Abstentions and

broker non-votes will not count as votes cast and will have

no effect on the outcome of this Proposal 1. Stockholders

may not cumulate their votes. Even if a Director Nominee is

not elected, he or she will remain in office as a Director until

the earlier of the acceptance by the Board of his or her

resignation or his or her removal. If a Director Nominee is

not elected pursuant to this Proposal 1, the Director is

required to offer to resign from the Board. In that event, the

Governance Committee will consider such offer to resign

and make a recommendation to the Board, who will then

vote whether to accept the Director’s resignation in

accordance with the procedures listed in the Company’s

Corporate Governance Guidelines. Each Share may be

voted for as many individuals as there are Director

Nominees and for whose election the Share is entitled to be

voted.

Board Structure and Composition

As of the date of this Proxy Statement, our Board is

comprised of seven Independent Directors, including an

Independent Lead Director and Chairman of the Board, and

one Interested Director (our CEO).

The Board and the Committees remain in close contact with

Company management and receive reports on various

aspects of management and enterprise risk directly from

our senior management and independent public

accountant. The Board believes this provides an efficient

and effective leadership model for the Company.

The Board recognizes that no single leadership model is

right for all companies at all times and that, depending on

the circumstances, other leadership models might be

appropriate at different times. Accordingly, the Board

periodically reviews its leadership structure and considers

changes to it.

7

Table of Contents

Board Committees

Our Board has established an Audit Committee, a

Compensation Committee, and a Governance Committee.

Each Committee member is an Independent Director and

satisfies the independence requirements of the applicable

rules of the NYSE. Each of the members of the Audit

Committee is an “audit committee financial expert” as

defined by applicable SEC rules.

A description of key oversight responsibilities and the

composition of each Committee is included in this Proxy

Statement beginning on page 11. The charter of each

Committee is available on the Investor Relations page of

our website at:

https://investor.htgc.com/corporate-governance/

governance-documents.

Director Qualifications

The Board recognizes that it is important to assemble a

body of Directors that, taken together, has the skills,

qualifications, experience and attributes appropriate for

functioning as a Board, and working with management,

effectively. The Governance Committe e i s responsible for

maintaining a well-rounded and diverse Board that has the

requisite range of skills and qualifications to oversee the

Company effectively. Our Board believes in the value of

diverse viewpoints and seeks to ensure that its composition

reflects a mix of members representing various skills,

professional experience, backgrounds and perspectives.

The Board must also comprise individuals with experience

or skills sufficient to meet the requirements of the various

rules and regulations of the NYSE and the SEC, such as

the requirements to have a majority of Independent

Directors and an “audit committee financial expert.” In light

of our business, the primary areas of experience and

qualifications sought by the Governance Committee in

Directors and Director Nominees include, but are not limited

to, the following:

• Client Industries —Experience with venture capital-

backed companies in general, and our specific portfolio

company industries – technology and life sciences.

• Banking/Financial Services —Experience with

commercial or investment banking, mutual fund, or

other financial services industries, including regulatory

experience and specific knowledge of the 1940 Act, the

Securities Act and the Exchange Act.

• Leadership/Strategy —Experience as a CEO, COO,

President, CFO, or significant division manager

responsible for leading a large team and establishing

and executing successful business strategies.

• Finance, IT and Other Business Operations —

Experience related to finance, accounting, IT, treasury,

human resources, or other key business processes.

• Enterprise Risk Management —Experience with

enterprise risk management processes and functions.

• Governance —Experience with corporate governance

issues, particularly in publicly-traded companies.

• Strategic Planning —Experience with senior executive-

level strategic planning for publicly-traded companies,

private companies, and non-profit entities.

• Mergers and Acquisitions —Experience with public and

private mergers and acquisitions, both in identifying

and evaluating potential targets, as well as post-

acquisition integration.

The key areas of experience that qualify each Director and

Director Nominee to serve on the Board are highlighted in

each of their respective biographies beginning on page 12

of this Proxy Statement.

Any stockholder may nominate one or more persons for

election as one of our directors at an annual meeting of

stockholders if the stockholder complies with the notice,

information and consent provisions contained in our Bylaws

and any other applicable law, rule or regulation regarding

director nominations. When submitting a nomination to our

Company for consideration, a stockholder must provide

certain information that would be required under applicable

SEC rules, including the following minimum information for

each director nominee: full name, age and address; number

of any Shares beneficially owned by the nominee, if any;

the date such Shares were acquired and the investment

intent of such acquisition; whether such stockholder

believes the nominee is an “interested person” of our

Company, as defined in 1940 Act; and all other information

required to be disclosed in solicitations of proxies for

election of directors in an election contest or is otherwise

required, including the nominee’s written consent to being

named in the proxy statement as a nominee and to serving

as a director if elected. See “Stockholder Proposals” in this

proxy statement and the relevant provisions of our Bylaws

for other requirements of stockholder proposals.

8

Table of Contents

Corporate Governance Practices

Our business, property and affairs are managed under the

direction of our Board. Members of our Board are kept

informed of our business through discussions with senior

management and certain other employees, and by

reviewing materials provided to them and participating in

meetings of our Board and its Committees.

Each Director makes a diligent effort to attend all Board and

Committee meetings, as well as our annual meeting of

stockholders. All Directors attended at least 75% of the

aggregate number of meetings of the Board and of the

respective Committees on which they served during 2024.

Each of our then-serving Directors attended our 2024

annual meeting of stockholders. During 2024, the Board

held four regular meetings to address regular, quarterly

business matters, three special meetings to address

business matters that arose between quarters, and

reviewed and approved by written consent such other intra-

quarter matters.

Because our Board is committed to strong and effective

corporate governance, it regularly monitors our corporate

governance policies and practices to ensure we meet or

exceed the requirements of applicable laws, regulations

and rules, and the NYSE’s listing standards. The Board has

adopted a number of policies to support our values and

good corporate governance, including our Committee

charters, Insider Trading Policy, Code of Ethics, Code of

B usiness Conduct and Ethics, and Related Person

Transaction Approval Policy. T he Insider Trading Policy ,

among other things, governs the purchase, sale and/or

other dispositions of our securities by Directors and

executive officers and we believe has been reasonably

designed to promote compliance with insider trading laws,

rules and regulations, and any listing standards applicable

to us. The Board has adopted our Corporate Governance

Guidelines, which provide a framework for the operation of

the Board and address key governance practices. Our

Board continuously reviews and, as appropriate, updates

our Corporate Governance Guidelines, practices and

framework. Examples of our corporate governance

practices include:

Board Practices	Stockholder Matters
• 7 out of 8 Directors are Independent Directors • Demonstrated commitment to Board refreshment (since 2021, assuming election of current Director Nominees, 4 new Directors have joined and 4 have rolled off the Board) • Demonstrated commitment to periodic committee refreshment and committee chair succession (since 2019, new chairs have been appointed on all three committees) • Robust Director nominee selection process • Regular Board, Committee and Director evaluations • Lead Independent Director elected by the Independent Directors, with robust duties and oversight responsibilities • Independent Audit, Compensation and Governance Committees • Regular executive sessions of Independent Directors • Strategy and risk oversight by full Board and Committees • Regular review and assessment of Committee responsibilities	• Long-standing, active stockholder engagement • Annual “say-on-pay” advisory vote 90.3% stockholder approval (based on number of votes cast) in 2024) • Majority voting with resignation policy for Directors in uncontested elections
	Other Best Practices
	• Stock ownership guidelines for executive officers and Directors • Annual Board review of CEO and senior management succession planning • Anti-hedging and anti-pledging policies • Clawback policy for incentive awards • No tax gross-up payments

Director Independence; Conflicts

The NYSE’s listing standards and Section 2(a)(19) of the

1940 Act require that a majority of our Board and every

member of our Audit, Compensation, and Governance

Committees be “independent.” Under the NYSE’s listing

standards and our Corporate Governance Guidelines, no

director will be considered to be independent unless and

until our Board affirmatively determines that such director

has no direct or indirect material relationship with our

company or our management. Our Board reviews the

independence of its members annually. In determining that

Mss. Aguirre, Crowell and Randhawa and Messrs.

Badavas, Fallon, Loo and Theodosopoulos are

independent, our Board, through the Governance

Committee, considered the financial services, commercial,

family and other relationships between each Director and

his or her immediate family members or affiliated entities,

on the one hand, and the Company, on the other hand.

Certain Relationships and Related Transactions. We have

established a written policy to govern the review, approval

and monitoring of transactions involving the Company and

certain persons related to the Company. As a BDC, the

1940 Act restricts us from participating in transactions with

any persons affiliated with the Company, including our

officers, Directors, and employees and any person directly

or indirectly controlling, controlled by or under common

control with us.

In order to ensure that we do not engage in any prohibited

transactions with any persons affiliated with the Company,

our officers screen each of our transactions for any possible

affiliations, close or remote, between the proposed portfolio

investment, the Company, companies controlled by us and

our employees and Directors. We will not enter into any

agreements unless and until we are satisfied that no

affiliations prohibited by the 1940 Act exist or, if such

9

Table of Contents

affiliations exist, we have taken appropriate actions to seek

Board review and approval or exemptive relief from the

SEC for such transaction.

Code of Business Conduct and Ethics . Our Code of

Business Conduct and Ethics requires that our Directors

and executive officers avoid any conflict, or the appearance

of a conflict, between an individual’s personal interests and

the interests of the Company. Pursuant to our Code of

Business Conduct and Ethics, each Director and executive

officer must disclose any conflicts of interest, or actions or

relationships that might give rise to a conflict, to our Audit

Committee. Certain actions or relationships that might give

rise to a conflict of interest are reviewed and approved by

our Board.

Compensation Committee Interlocks and Insider

Participation . All members of our Compensation Committee

are Independent Directors and none of the members are

present or past officers or employees of the Company. No

member of our Compensation Committee has had any

relationship with the Company requiring disclosure under

Item 404 of Regulation S-K under the Exchange Act. In

addition, no Compensation Committee interlocking

relationships, as set forth under Item 407(e) of Regulation

S-K, existed during 2024 between any member of the

Board, the Compensation Committee or our executive

officers.

Anti-Hedging and Anti-Pledging Policy . Our Corporate

Governance Guidelines prohibit Directors, executive

officers and employees from holding their Shares in a

margin account or otherwise pledging such Shares as

collateral for a loan. Directors, officers and employees are

also prohibited from engaging in hedging or monetization

transactions in respect of their Shares, including through

the use of financial instruments such as prepaid variable

forward, equity swaps, collars and exchange funds.

Board Oversight of Risk

While day-to-day risk management is primarily the

responsibility of our management team, our Board, as a

whole and through its Committees, is responsible for

oversight of the risk management processes.

Our Audit Committee has oversight responsibility not only

for financial reporting with respect to our major financial

exposures and the steps management has taken to monitor

and control such exposures, but also for the effectiveness

of management’s enterprise risk management process that

monitors and manages key business risks facing the

Company. In addition to our Audit Committee, the other

Committees of our Board consider the risks within their

areas of responsibility.

For example, the Compensation Committee considers the

risks that may be posed by our executive compensation

program and the Governance Committee oversees risks

that may be posed by our policies and procedures related

to director nomination, evaluation and succession planning.

For more information about the risks overseen by the

Committees, see “Committee Composition, Responsibilities

and Meetings.”

Management provides regular updates throughout the year

to our Board regarding the management of the risks they

oversee at each regular meeting of our Board. Also, our

Board receives presentations throughout the year from

various department and business group heads that include

discussion of significant risks as necessary. Additionally, our

full Board reviews our short and long-term strategies,

including consideration of significant risks facing our

business and their potential impact.

Corporate Responsibility

We believe that environmental, social and governance

factors are an important driver of long-term stockholder

returns from both an opportunity and risk-mitigation

perspective. Our investment strategy is centered around

financing to high-growth and innovative venture capital-

backed and institutional-backed companies in both

technology and life sciences. Certain of these companies

are on the cutting edge of developing new and innovative

technologies or are advancing novel drug candidates that

have the possibility of providing significant benefits to

patients in a variety of areas, including those with unmet

needs. We believe the consideration of factors related to

sustainable and responsible investments

provides meaningful value to our employees, portfolio

companies, stockholders and community.

Our mission is to provide our stockholders with an

investment strategy that delivers attractive risk-adjusted

returns. We employ a disciplined investment process that

seeks to both uncover opportunities and evaluate potential

risks while striving for the best possible return. Consistent

with these objectives, we take a comprehensive approach

to integrating relevant environmental, social and

governance criteria into our investment process that

involves reviewing and considering these matters, as

appropriate, in the due diligence and investment decision

processes.

10

Table of Contents

Additional Information

Communication with the Board

We believe that communications between our Board, our

stockholders and other interested persons are an important

part of our corporate governance process. Stockholders

with questions about the Company are encouraged to

contact Michael Hara, Managing Director of Investor

Relations and Corporate Communications, at (650)

433-5578. However, if stockholders believe that their

questions have not been addressed, they may

communicate with our Board by sending their

communications to Hercules Capital, Inc., c/o Kiersten Zaza

Botelho, Corporate Secretary, 1 North B Street, Suite 2000,

San Mateo, California 94401. All stockholder

communications received in this manner will be delivered to

one or more members of our Board.

Mr. Badavas currently serves as Lead Independent Director

and Chairman of the Board, and presides over executive

sessions of the Independent Directors. Parties may

communicate directly with Mr. Badavas by sending their

communications to Hercules Capital, Inc., c/o Kiersten Zaza

Botelho, Corporate Secretary at the above address. All

communications received in this manner will be delivered to

Mr. Badavas.

All communications involving accounting, internal

accounting controls and auditing matters, possible

violations of, or non-compliance with, applicable legal and

regulatory requirements or our Code of Ethics, or retaliatory

acts against anyone who makes such a complaint or assists

in the investigation of such a complaint, will be referred to

Kiersten Zaza Botelho, Corporate Secretary and Chief

Compliance Officer ("CCO"). The communication will be

forwarded to the Audit Committee Chair if our CCO

determines that the matter has been submitted in

conformity with our whistleblower procedures or otherwise

determines that the communication should be so directed.

The acceptance and forwarding of a communication to any

Director does not imply that the Director owes or assumes

any duty to the person submitting the communication, all

such duties being only as prescribed by applicable law.

Availability of Corporate Governance Documents

To learn more about our corporate governance and to view

our corporate governance documents, please visit the

websites listed on page ii of this Proxy Statement.

Copies of these documents are also available in print and

free of charge by writing to Hercules Capital, Inc., c/o

Kiersten Zaza Botelho, Corporate Secretary, 1 North B

Street, Suite 2000, San Mateo, California 94401.

11

Table of Contents

Committee Composition, Responsibilities and Meetings

	AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATING & CORPORATE GOVERNANCE COMMITTEE
Members	Wade Loo (Chair) Robert P. Badavas Pam Randhawa Nikos Theodosopoulos	Gayle Crowell (Chair) DeAnne Aguirre Wade Loo Nikos Theodosopoulos	Thomas J. Fallon (Chair) DeAnne Aguirre Gayle Crowell Pam Randhawa
Meetings held in 2024	5	5	4
Key Oversight Responsibilities	• Oversees the accounting and financial reporting processes and the integrity of the financial statements. • Establishes procedures for complaints relating to accounting, internal accounting controls or auditing matters. • Examines the independence qualifications of our auditors. • Assists our Board’s oversight of our compliance with legal and regulatory requirements and enterprise risk management. • Assists our Board in fulfilling its oversight responsibilities related to the systems of internal controls and disclosure controls which management has established regarding finance, accounting, and regulatory compliance. • Reviews and recommends to the Board the valuation of the Company’s portfolio.	• Oversees our overall compensation strategies, plans, policies and programs. • Approves Director and executive compensation. • Assesses compensation-related risks. • Reviews compliance with applicable exemptive orders and stockholder-approved equity compensation plans. • Approves and oversees the implementation of the executive compensation clawback policy.	• Discharges our Board’s responsibilities related to general corporate governance practices, including developing, reviewing and recommending to our Board a set of principles to be adopted as the Company’s Corporate Governance Guidelines. • Conducts an annual performance evaluation of our Board, its Committees, and its members. • Reviews Board composition, size, and refreshment and identifying and recommending to our Board qualified director candidates. • Oversees succession planning for the CEO, Section 16 officers and senior management who report to the CEO. • Oversees the Director resignation policy set forth in the Corporate Governance Guidelines. • Criteria considered by the Governance Committee in evaluating qualifications of individuals for election as members of the Board consist of the independence and other applicable NYSE corporate governance requirements; the 1940 Act and all other applicable laws, rules, regulations and listing standards; and the criteria, polices and principles set forth in the Governance Committee charter. • Considers nominees properly recommended by a stockholder. • Regularly considers the composition of our Board to ensure there is a proper combination of skills, professional experience, tenure and diverse viewpoints, perspectives and backgrounds.

12

Table of Contents

BIOGRAPHICAL INFORMATION

Biographical Summary Table (Directors)

Name, address and age (1)	Position(s) held with Company	Term of office and length of time served	Principal occupation(s) during the past 5 years	Other directorships held by Director or Director Nominee during the past 5 years
Robert P. Badavas (72)	Lead Independent Director	Class I Director since 2006	President of Petros Ventures, Inc. from November 2009 to December 2011 and since September 2016.	Polyvinyl Films, Inc. since 2019.
Pam Randhawa (56)	Independent Director	Class I Director since 2021	Founder and Chief Executive Officer of Empiriko Corporation since 2010.	Massachusetts Life Science Center since 2016 and Massachusetts Biotechnology Council since 2017.
Gayle Crowell (74)	Independent Director	Class II Director since 2019	Independent Business Consultant since 2019.	Envestnet (formerly NYSE: ENV) from 2016 to 2024, Pliant Therapeutics since 2019, Instinct Science since 2022, Centerbase since 2022, Fexa since 2023, GTreasury from 2021 to 2023, and Resman from 2020 to 2021.
Thomas J. Fallon (63)	Independent Director	Class II Director since 2014	Executive Vice President - Business Development of Sanmina Corporation since 2022, Chief Executive Officer of Infinera Corporation from 2010 to 2020.	Infinera Corporation from 2010 to 2020.
Nikos Theodosopoulos (62)	Independent Director	Class II Director since 2023	Independent director, advisor, consultant and angel investor in the technology industry.	Arista Networks from 2014 to 2023, Driving Management Systems from 2018 to 2022, Harmonic from 2015 to 2022, ADVA Optical Networking from 2014 to 2022. Adtran Holdings Board Member since 2022.
DeAnne Aguirre (64)	Director Nominee and Independent Director	Class III Director since 2022	North America Managing Partner and Health Industries Leader at Strategy&, a PwC Network Company from 2015 to 2020.	Cisive, a GTCR portfolio company, since 2022; EPAM Systems, Inc. since 2023.
Wade Loo (64)	Director Nominee and Independent Director	Class III Director since 2021	Investor Committee Member at Mapletree Europe Income Trust since 2021 and Investment Committee Member at Mapletree US Commercial Income Trust since 2021.	Silicon Valley Community Foundation 2015 to 2023, University of Denver – Daniels College of Business since 2015, University of Denver Board of Trustees since 2023, Computer History Museum since 2023, JobTrain from 2006 to 2019.
Scott Bluestein (46)	Director Nominee and Interested Director, Chief Executive Officer and Chief Investment Officer	Class III Director since 2019	Chief Investment Officer of Hercules since 2014; Director and Chief Executive Officer since 2019.

(1) The address for each officer and director is c/o Hercules Capital, Inc., 1 North B Street, Suite 2000, San Mateo, California 94401.

(2) No director otherwise services as a director of an investment company subject to the 1940 Act.

13

Table of Contents

Biographical Information of Director Nominees

SCOTT BLUESTEIN Interested Director, Chief Executive Officer and Chief Investment Officer Age: 46 Board Member since 2019 Term expires in 2025 Mr. Bluestein is the only Interested Director on the Board, as he also serves as the Company’s Chief Executive Officer and Chief Investment Officer. He joined the Company as Chief Credit Officer in 2010 and was promoted to Chief Investment Officer in 2014. While continuing to serve in that role, he was elected as Chief Executive Officer and President in 2019. Additional Business Experience • Founder and Partner, Century Tree Capital Management (2009-2010) • Managing Director, Laurus-Valens Capital Management, an investment firm specializing in financing small and microcap growth-oriented businesses through debt and equity securities (2003-2009) • Member of Financial Institutions Coverage Group focused on Financial Technology, UBS Investment Bank (2000-2003) Private Directorships • Director, Tectura Corporation since 2017. • Director, Gibraltar Business Capital since 2019. • Director, Gibraltar Equipment Finance since 2023 Past Directorships • Director, Sungevity from 2017 – 2020 Education • Bachelor’s degree in Business Administration from Emory University

14

Table of Contents

WADE LOO ✓ Independent Director Age: 64 Board Member since 2021 Term expires in 2025 Committee Memberships: • Audit (Chair) • Compensation
KEY QUALIFICATIONS AND EXPERIENCE
✓ Client Industries. Experience in venture capital-backed companies in general, and our specific portfolio company industries: technology, life sciences and middle market. ✓ Banking/Financial Services. Experience with banking, mutual fund or other financial services industries, including regulatory experience and specific knowledge of the Securities Act. ✓ Leadership/Strategy . Both as partner at KPMG and board chair at various organizations, responsible for leading large teams and establishing and executing successful business strategies. ✓ Finance, IT and other Business Processes. Extensive experience as an audit partner and audit committee chair related to finance, accounting and internal controls, IT and other key business processes	✓ Enterprise Risk Management. Experience with enterprise risk management processes and functions, including compliance and operations. ✓ Governance. Experience with corporate governance issues, particularly in publicly-traded companies. ✓ Strategic Planning. Experience with senior executive level strategic planning for publicly-traded companies, private companies and non-profit companies. ✓ Mergers and Acquisitions. Experience with public and/or private company M&A, both in identifying targets and evaluating potential targets, as well as post-acquisition integration.

15

Table of Contents

DEANNE AGUIRRE ✓ Independent Director Age: 64 Board Member since 2022 Term expires in 2025 Committee Memberships: • Governance • Compensation
KEY QUALIFICATIONS AND EXPERIENCE
✓ Leadership/Strategy. Extensive experience as a director and executive with broad operational experience in investments and finance. ✓ Finance, IT and other Business Processes. Extensive experience in commercial lending, sales marketing as well as other key business processes ✓ Governance. Experienced in both corporate governance and executive compensation for both public and private companies.	✓ Strategic Planning. Experience with senior executive level strategic planning for publicly-traded companies, private companies and/or non-profit companies. ✓ Mergers and Acquisitions. Experience with public and/or private company M&A both in identifying targets and evaluating potential targets, as well as post-acquisition integration. ✓ Enterprise Risk Management. Co-leader of Booz Allen Hamilton's Business Continuity Program solving critical cyber security problems and ensuring business continuity.

16

Table of Contents

Biographical Information of Directors

ROBERT P. BADAVAS ✓ Independent Director (Board Chair) Age: 72 Board Member since 2006 Term expires in 2026 Committee Memberships: • Audit
KEY QUALIFICATIONS AND EXPERIENCE
✓ Client Industries. Extensive experience in software, business and technology enabled services and venture capital. ✓ Leadership/Strategy. Significant experience as a senior corporate executive in private and public companies, including tenure as CEO, CFO and COO ✓ Finance, IT and Other Business Strategy and Enterprise Risk Management. Prior experience as a CEO directing business strategy and as a CFO directing IT, financing and accounting, strategic alliances and human resources and evaluation of enterprise risk in such areas.	✓ Enterprise Risk Management. Experience in managing enterprise risk as CEO. ✓ Governance. Extensive experience as an executive and director of private and public companies with governance matters. ✓ Strategic Planning. Experience with senior executive level strategic planning for publicly-traded companies, private companies and/or non-profit companies. ✓ Mergers and Acquisitions. Experience with public and/or private company M&A both in identifying targets and evaluating potential targets, as well as post-acquisition integration.

17

Table of Contents

PAM RANDHAWA ✓ Independent Director Age: 56 Board Member since 2021 Term expires in 2026 Committee Memberships: • Audit • Governance
KEY QUALIFICATIONS AND EXPERIENCE
✓ Client Industries. Experience leading and advising venture capital-backed companies generally and in our portfolio company industries. ✓ Finance, IT and Other Business Processes. Experience related to finance, IT, sales, business development, marketing, or other key business processes. ✓ Governance. Experience with corporate governance issues ✓ Strategic Planning . Experience with senior executive-level strategic planning for publicly-traded companies, private companies, non-profit and government.	✓ Enterprise Risk Management. Experience with enterprise risk management processes and functions, including compliance and operational. ✓ Leadership/Strategy . Experience leading teams and establishing and executing successful business strategies. ✓ Mergers and Acquisitions . Experience with public and/or private company M&A both in identifying targets and evaluating potential targets, as well as post-acquisition integration.

18

Table of Contents

GAYLE CROWELL ✓ Independent Director Age: 74 Board Member since 2019 Term expires in 2027 Committee Memberships: • Compensation (Chair) • Governance Business Experience • Independent Business Consultant since 2019 • Senior Operating Consultant, Warburg Pincus, a leading global private equity firm (2001-2019) • President and CEO, RightPoint Software (acquired by E.piphany), customer relationship development and management software (1998-2000) • Senior Vice President and General Manager, ViewStar (acquired by Mosaix), network-based process automation software encompassing workflow automation, document image processing and information management company (1994-1998) • Group Director, Oracle Corporation, computer technology corporation (1990-1992) • Vice President of Sales, DSC, networking company (1989-1990) • Vice President of Sales, Cubix Corporation, designer, engineer and manufacturer of computer hardware systems (1985-1989) Public Directorships • Pliant Therapeutics (chair of the nominating and governance committee and member of the audit committee), a clinical stage biopharmaceutical company that discovers, develops and commercializes novel therapies for the treatment of fibrosis (since 2019) Private Directorships • Executive Chair, Instinct Science, a provider of cloud-based, electronic medical records and practice management systems for the modern veterinary office and hospital (since 2022) • Executive Chair, Centerbase, a law practice software platform that allows law firms to support the management and growth of their firms with configurable legal operations and client lifecycle management software solutions (since 2022). • Lead Director, Fexa, a provider of innovative facility management software tools that cater to the needs of retailers, restauranteurs, and service providers (since 2023) Prior Directorships • Envestnet (chair of information security and compliance committee and nominating and governance committee, member of compensation committee and audit committee), a formerly public (NYSE: ENV) leading provider of integrated portfolio, practice management, and reporting solutions to financial advisors and institutions (2016-2024) • Lead Director, GTreasury, an integrated digital treasury management platform that allows companies to manage liquidity risk, market risk, counter party and credit risk (2021-2023) • Dude Solutions, the leading provider of cloud-based operations management software to optimize facilities, assets and workflow (2014-2019) • Lead Director, Resman, a property management platform of owners, operators and investors across the multifamily, affordable and commercial real estate marketplaces (2020-2021) • MercuryGate, a developer of a transportation management system and offers a software that enables shippers, carriers, brokers, freight forwarders and third-party logistics providers to plan, monitor and track shipments (2014-2018) • Lead Director, Yodlee, the leading data aggregation and data analytics platform, helps consumers live better financial lives through innovative products and services delivered through financial institutions and FinTech companies (2002-2015) • Coyote Logistics, a third-party logistics provider that combines a centralized marketplace with freight and transportation solutions to empower your business (2011-2015) • SRS, an automotive dealer software designed to increase fixed operations profitability, provide customer multipoint vehicle reports and increase customer loyalty and retention (2004-2013) • TradeCard, a SaaS collaboration product that was designed to allow companies to manage their extended supply chains including tracking movement of goods and payments (2009-2013) Other Experience • Member, National Association of Corporate Directors (NACD) • Member, Women Corporate Directors (WCD) Education • BS from University of Nevada Reno

19

Table of Contents

KEY QUALIFICATIONS AND EXPERIENCE

✓ Client Industries. Significant experience in venture capital and technology. ✓ Banking/Financial Services. Held a variety of key executive and management positions at large global financial institutions. Significant experience as a board member and board committee chair overseeing financial services regulatory compliance. ✓ Leadership/Strategy. Extensive experience as a director and executive with broad operational experience in investments and finance. ✓ Finance, IT and other Business Processes. Extensive experience in commercial lending, sales marketing as well as other key business processes ✓ Enterprise Risk Management. Experience in managing enterprise risk as CEO. Significant experience in cybersecurity and regulatory oversight as a director and committee chair and as a career technologist with cybersecurity software experience.

✓ Governance. Experienced in both corporate governance and executive compensation for both public and private companies. ✓ Strategic Planning. Experience with senior executive level strategic planning for publicly-traded companies, private companies and/or non-profit companies. ✓ Mergers and Acquisitions. Experience with public and/or private company M&A both in identifying targets and evaluating potential targets, as well as post-acquisition integration. ✓ Cybersecurity. Experience in cybersecurity, a certification or degree in cybersecurity, or the knowledge, skills or other background in cybersecurity, including, for example, in the areas of security policy and governance, risk management, security assessment, control evaluation, security architecture and engineering, security operations, incident handling, or business continuity planning.

THOMAS J. FALLON ✓ Independent Director Age: 63 Board Member since 2014 Term expires in 2027 Committee Memberships: • Governance (Chair)
KEY QUALIFICATIONS AND EXPERIENCE
✓ Client Industries. Significant experience in venture capital and technology. ✓ Leadership/Strategy. Extensive experience as a director and executive with broad operational experience in investments and finance. ✓ Finance, IT and other Business Processes. Extensive experience in commercial lending, sales marketing as well as other key business processes ✓ Enterprise Risk Management. Experience in managing enterprise risk as CEO.	✓ Governance. Experienced in both corporate governance and executive compensation for both public and private companies. ✓ Strategic Planning. Experience with senior executive level strategic planning for publicly-traded companies, private companies and/or non-profit companies. ✓ Mergers and Acquisitions. Experience with public and/or private company M&A both in identifying targets and evaluating potential targets, as well as post-acquisition integration.

20

Table of Contents

NIKOS THEODOSO- POULOS ✓ Independent Director Age: 62 Board Member since 2023 Term expires in 2027 Committee Memberships: • Audit • Compensation
KEY QUALIFICATIONS AND EXPERIENCE
✓ Client Industries. Experience in venture capital-backed companies in general, and our specific portfolio company industries: technology, life sciences and middle market. ✓ Banking/Financial Services. Experience with banking, mutual fund or other financial services industries, including regulatory experience and specific knowledge of the Securities Act. ✓ Finance, IT and other Business Processes. Extensive experience as an audit committee chair overseeing finance, accounting and internal controls, IT and other key business processes.	✓ Enterprise Risk Management. Experience with enterprise risk management processes and functions, including compliance and operations. ✓ Governance. Experience with corporate governance issues, particularly in publicly-traded companies. ✓ Strategic Planning. Experience with senior executive level strategic planning for publicly-traded companies, private companies and non-profit companies. ✓ Mergers and Acquisitions. Experience with public and/or private company M&A, both in identifying targets and evaluating.

21

Table of Contents

Officers Who Are Not Directors (1)

SETH H. MEYER Chief Financial Officer Age: 56 Mr. Meyer joined the Company in 2019 as Chief Financial Officer. He oversees the financial and accounting functions of the Company and serves as an officer of select subsidiaries. Additional Business Experience • Chief Financial Officer, Swiss Re Corporate Solutions Ltd. (2011-2017) • Managing Director, Swiss Re, serving as Group Tax Director, Finance Division Operating Officer and Head of Finance Large Transactions (2000-2011) • Senior Tax Manager, PricewaterhouseCoopers LLP (1997-2000) • Tax Manager, Jackson National Life Insurance Company (1994-1997) • Senior Tax Accountant, KPMG Peat Marwick (1992-1994) • Tax/Audit Assistant, Burke & Stegman CPAs (1990-1992) Education • Bachelor’s degree in Accounting from Michigan State University • Master’s degree in Business Administration in Professional Accounting from Michigan State University

CHRISTIAN FOLLMANN Chief Operating Officer Age: 42 Mr. Follmann first joined the Company in 2006 and was promoted to Chief Operating Officer in 2022. He oversees the operations function for the Company and serves as an officer of select subsidiaries. Additional Business Experience • Analyst, Hercules Capital, Inc. (2006 – 2009) • Associate, Hercules Capital, Inc. (2009 – 2011) • Director of Investment Analysis and Strategy, Hercules Capital, Inc. (2011 – 2016) • Senior Director of Operations and Strategic Projects, Hercules Capital, Inc. (2016 – 2022) Education • Bachelor’s degree in International Business from Northeastern University • Bachelor’s degree in International Management from Reutingen University

KIERSTEN ZAZA BOTELHO Chief Legal Officer Chief Compliance Officer and Corporate Secretary Age: 39 Ms. Botelho joined the Company in 2022 and serves as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary. She oversees the legal and compliance function for the Company and serves as secretary for the Company and an officer of select subsidiaries. Additional Business Experience • Associate General Counsel, Bain Capital Credit, LP (2019-2021) • Vice President, Legal, BlackRock, Inc. (2017-2019) • Associate, Skadden, Arps, Slate, Meagher & Flom LLP (2013-2017) Education/Other • Bachelor’s degree in International Relations from Boston University • Juris Doctor from Boston University School of Law • Member, State Bar of Massachusetts

(1) B iographical information of Scott Bluestein, our Interested Director, Chief Executive Officer and Chief Investment Officer, is included

on page 13.

22

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis discusses our named executive officers (“ NEOs ”) compensation program

generally, as well as the compensation paid to the following NEOs who served during the fiscal year ended December 31,

2024:

Scott Bluestein	Seth H. Meyer	Christian Follmann	Kiersten Zaza Botelho
Chief Executive Officer Chief Investment Officer	Chief Financial Officer	Chief Operating Officer	Chief Legal Officer Chief Compliance Officer Corporate Secretary

Key Sections and Definitions

Key Sections	Page
Introduction	23
Compensation Determination Process	23
Role of the Independent Compensation Consultant	24
Peer Group Composition, Data and Review	24
Assessment of Company and Individual Performance, Pay-for-Performance Alignment and Other Considerations	25
Risk Assessment of the Compensation Program	26
The NEO Compensation Program	27
Compensation Philosophy	27
Regulatory Limitations on Compensation	27
Compensation Elements	28
Clawback Policy for Section 16 Officers	30

	Page
COMPENSATION COMMITTEE REPORT	31
COMPENSATION TABLES
Executive Compensation Tables	32
Summary Compensation Table	32
Grants of Plan Based Awards in 2024	33
Outstanding Equity Awards at Fiscal Year End, December 31, 2024	34
Options Exercised and Stock Vested in	35
Nonqualified Deferred Compensation in 2024	35
Potential Payments upon Termination or Change in Control	35
CEO Pay Data	37
Pay vs. Performance	38
Independent Director Compensation	40
Equity Compensation Plan Information	41

Key Definitions

AASR means average annual shareholder return

Equity Plan means the Company’s Amended and Restated

2018 Equity Incentive Plan

LTRSU means long term restricted stock unit.

Peer Group means the peer companies listed on the table

on page 24

PSU and Retention PSU means performance stock unit

and retention performance stock unit

ROE means return on equity

ROAA means return on average assets

RSA means restricted stock award

RSU means restricted stock unit

TSR means total stockholder return

23

Table of Contents

Introduction

Under the oversight over the Compensation Committee of

the Board, the Company’s NEO compensation program is

designed to attract, incentivize and retain talented

individuals who are critical to our continued success and

our corporate growth and who will deliver sustained strong

performance over the long term. The NEO compensation

program is designed to motivate the Company’s NEOs to

maintain the financial strength of the Company while

avoiding any inappropriate focus on short-term profits that

would impede the Company’s long-term growth and

encourage excessive risk-taking. As discussed below, the

Company’s incentive compensation practices are

significantly limited by the requirements imposed on us by

the 1940 Act. These are regulatory limitations related to our

corporate structure that are relatively unique and do not

apply to most other publicly traded companies. In

compliance with these limitations, the NEOs are

compensated to reflect both the Company’s and individual

performance goals.

In 2024, the Company continued to review and enhance its

compensation practices in accordance with our executive

compensation philosophy. The review considered both

compensation levels and company performance over a

one-, three-, and five-year period from 2020 to 2024. In

making 2024 compensation decisions, the Compensation

Committee considered the fact that the Company’s

performance relative to its Peer Group was generally at or

above t he 90th percentile, and in most cases at the 100th

percentile, measured using ROAA, ROE and AASR.

Compensation Determination Process

Executive compensation determinations are made in

accordance with strong corporate governance practices and

are subject to Board-level oversight. The Compensation

Committee provides primary oversight over our

compensation programs, including the design and

administration of executive compensation plans,

assessment and setting of corporate performance goals, as

well as individual performance metrics, and the approval of

executive compensation. The Compensation Committee

also retains an independent compensation consultant, and

where appropriate, discusses compensation-related matters

with our CEO, as it relates to the other NEOs.

The Compensation Committee operates pursuant to a

charter that sets forth its mission, specific goals and

responsibilities. A key component of the Compensation

Committee’s goals and responsibilities is to annually

evaluate, approve or make recommendations to our Board

regarding the compensation of our NEOs, and to review

their performance relative to their compensation to ensure

that NEOs are compensated in a manner consistent with

our compensation philosophy. The Compensation

Committee also evaluates and makes

recommendations to the Board regarding the

compensation of the Independent Directors and administers

the Company’s Equity Plan. The Compensation Committee

may not delegate its responsibilities; however, it may and

does request, receive and evaluate input from an

independent compensation consultant and our CEO.

Our CEO, Scott Bluestein , does not participate in any

deliberations regarding his own compensation but reviews

with the Committee, on at least an annual basis, the

performance of each of the other NEOs. At least quarterly,

our CEO discusses with the Compensation Committee

Chair the Company’s operating performance relative to key

performance objectives and evaluates the discretionary

cash bonus pool for our NEOs. Our CEO makes

recommendations to the Compensation Committee with

respect to changes to base salaries, annual bonuses and

equity awards based on his reviews of the other NEO’s

individual performance and the Company’s overall absolute

and relative performance. Our CEO does not attend

meetings of the Compensation Committee unless invited by

the Committee Chair.

24

Table of Contents

Role of the Independent Compensation Consultant

The Compensation Committee has engaged FW Cook as its Independent Compensation Consultant to assist the Compensation Committee and provide advice on a variety of compensation matters relating to CEO and NEOs compensation, peer group selection, compensation program best practices, market and industry compensation trends, improved program designs, market competitive director compensation levels and regulatory developments. FW Cook reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee has assessed the independence of FW Cook pursuant to applicable NYSE rules and has concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest. INDEPENDENT COMPENSATION CONSULTANT DUTIES: • Providing information, research, market analysis and recommendations with respect to our NEO and Independent Director compensation programs, including evaluating the components of those programs and the alignment of those programs with Company performance. • Advising on the design of the NEO and Independent Director compensation programs and the reasonableness of individual compensation levels and awards, including in the context of business and stockholder performance and the importance of individual officers to the Company’s success. • Providing advice and recommendations that incorporate both market data and Company-specific factors. • Assisting the Compensation Committee in making compensation determinations for NEOs after the evaluation of, among other things, Company and individual performance, market compensation levels and recommendations by the CEO. • Advising the Compensation Committee on certain other compensation matters, including peer group selection and regulatory developments.

Peer Group Composition, Data and Review

To determine the competitiveness of executive

compensation levels, the Compensation Committee

analyzes a peer group of internally managed BDCs,

financial services companies and real estate investments

trusts, or REITs. The Peer Group analyzed in connection

with 2024 compensation determinations is set forth below.

The Compensation Committee believes the Peer Group

reflects the labor market for our officer and employee talent,

has a

similar investor base, and, like the Company, the BDCs and

REITs are pass-through entities with the majority of

earnings required to be distributed to stockholders as a

dividend. The Compensation Committee does not

specifically benchmark the compensation of our NEOs

against that paid by other companies. The Peer Group was

used as one of multiple factors in determining the annual

cash bonus awards made with respect to 2024 (but paid in

2025).

Peer Group — BDCs	Financial Services	Real Estate Investment Trusts
Capital Southwest Main Street Capital Trinity Capital	AllianceBernstein Artisan Partners Cohen & Steers HA Sustainable Moelis & Company Victory Capital WisdomTree	Arbor Realty Chimera Investment EPR Properties Essential Properties Ladder Capital LXP Industrial	MFA Financial New York Mortgage Redwood Trust Sabra Health Care Two Harbors

As of December 31, 2024, the Company generally outperformed most of its Peer Group over the one-, three- and five-years

as follows:

Performance Period	Return on Average Assets (ROAA) — HTGC	% Rank of Peer Group	Return on Equity (ROE) — HTGC	% Rank of Peer Group	Average Annual Shareholder Return (AASR) — HTGC	% Rank of Peer Group
1-Year	9.0%	100%	17.2%	100%	33.3%	82%
3-Year	8.4%	100%	16.7%	100%	19.9%	92%
5-Year	7.4%	100%	14.9%	100%	20.1%	90%

Notes: 1-, 3- and 5-year calculations of performance are based on data as of December 31, 2024. Companies with less than three and/or

less than five full years of historical financial and TSR performance are excluded. Financial Services peers are excluded from analysis of

ROAA and ROE because services companies are not as capital intensive as REITs and BDCs, which are primarily engaged in direct

investment of firm capital. Performance data sourced from S&P, peer performance data are adjusted using methodologies generally

consistent with Hercules own performance assessment and may not match the peers' own publicly disclosed performance.

25

Table of Contents

The Compensation Committee believes that compensation

paid to our NEOs for 2024 was commensurate with the

Company’s overall absolute performance as well as our

performance relative to the Peer Group during the relevant

performance periods. The 2024 compensation decisions

made by the Compensation Committee considered the fact

that our performance relative to the Peer Group was

generally at or above the 90th percentile, and in most cases

at the 100th percentile measured using ROAA, ROE and

AASR during the trailing one-, three-, and five-years as

indicated above. The Compensation Committee considered

similarly strong percentiles for 2023 performance when

2024 decisions were made for salary and 2024 equity

awards. In addition, in 2024, the Compensation Committee

recognized that the Company achieved numerous records

with respect to operating performance including but not

limited to record total investment income, record net

investment income and record gross fundings.

Assessment of Company and Individual Performance, Pay-for-Performance Alignment and Other Considerations

In determining annual compensation for our NEOs, the

Compensation Committee analyzes and evaluates the

individual achievements and performance of our NEOs as

well as the overall relative and absolute operating

performance and achievements of the Company. We

believe that the alignment of (i) our operating plan, (ii)

stockholder expectations and (iii) our employee

compensation is essential to long-term business success

and the interests of our stockholders and employees and to

our ability to attract and retain executive talent, especially in

the competitive environment for top-quality executives in

the venture debt industry.

Our operating plan involves taking on credit risk over an

extended period of time, and a premium is placed on our

ability to maintain stability and growth of NAV as well as

continuity of earnings growth to pass through to

stockholders in the form of recurring dividends over the long

term. Our strategy is to generate current income from debt

investments and capital appreciation from the attached

warrant securities, and to a lesser extent direct equity, of

our portfolio companies. This income supports the

anticipated payment of dividends to our stockholders.

Therefore, a key element of our return to stockholders is

current income through the payment of dividends. This

recurring payout requires methodical asset acquisition as

well as highly active monitoring and management of our

investment portfolio over time. To accomplish these

functions, our business requires implementation and

oversight by management and key employees with highly

specialized skills and experience in the venture debt

industry. A substantial part of our employee base is

dedicated to the generation of new investment opportunities

to allow us to sustain dividends and to the maintenance of

asset values in our portfolio. In addition to the performance

factors above, the Company considered the following

Company-specific performance factors over the relevant

performance periods: overall credit performance,

performance against annual gross funding goals, overall

yields, efficiency ratios, total

and net investment income and realized and unrealized

gains and losses.

Corporate Goals. For 2024, the Compensation Committee

determined incentive compensation for each NEO based in

part on the Company’s achievement of corporate

performance goals developed by the Compensation

Committee. These goals included operational performance

as well as performance relative to the Peer Group. The

Compensation Committee believes that the corporate goals

applicable to all NEOs create an alignment not only with

stockholders but also to the Company’s business strategy

and performance goals.

Defined Individual Goals. For 2024, the Compensation

Committee developed individual goals for the CEO. In

addition, the CEO and each NEO developed individual

goals for the NEOs and such goals were approved by the

Compensation Committee. Each set of individual goals are

unique to the applicable executive officer’s responsibilities

and position within the Company. While each of the factors

may not be weighted, the Compensation Committee took

into consideration each of these factors to determine each

NEO’s incentive compensation.

Pay-for-Performance Alignment. The Company believes

that there exists an alignment between the compensation of

our NEOs and the Company’s performance over the

relevant performance periods. As noted above, a broad

range of individual performance factors and Company

performance factors are analyzed each year, including TSR

relative to the Peer Group, and, in 2024, analysis of relative

ROAA, ROE and AASR versus the Peer Group over one-,

three-, and five-years to measure short-, medium-, and

long-term performance. The objective in analyzing these

key performance factors is to align NEO compensation to

the Company’s performance relative to the Peer Group and

the Company’s absolute corporate performance.

26

Table of Contents

Stock Ownership Guidelines. The Company maintains

stock ownership guidelines, which are outlined in the

Company’s Corporate Governance Guidelines. We believe

that material stock ownership by the NEOs plays a role in

effectively aligning the NEOs’ interests with those of

stockholders and strongly motivates the NEOs to build long-

term shareholder value. Pursuant to our stock ownership

guidelines, the CEO is required to own at least 5x his

annual salary in Shares, based on market value, within five

years of joining the Company. The other NEOs are required

to own at least 2x their annual salary in Shares, based on

market value, within three years of joining the Company.

The Board may make exceptions to this requirement based

on circumstances; however, no exceptions have been made

for the current NEOs. Messrs. Bluestein, Meyer and

Follmann and Ms. Botelho met their minimum guidelines.

The Compensation Committee’s review of the NEO’s stock

ownership as of the closing stock price of the Shares on

December 31, 2024 showed that:

• Mr. Bluestein owned 2,286,377 Shares, RSAs and

RSUs. Based on his 2024 salary, he owns Shares

worth in excess of 5x his annual base salary.

• Mr. Meyer owned 371,836 Shares, RSAs and RSUs.

Based on his 2024 salary, he owns Shares worth in

excess of 2x his annual base salary.

• Mr. Follmann owned 123,482 Shares, RSAs and

RSUs. Based on his 2024 salary, he owns Shares

worth in excess of 2x his annual base salary.

• Ms. Botelho owned 70,768 Shares, RSAs and RSUs.

Based on her 2024 salary, she owns Shares worth in

excess of 2x her annual base salary.

Tax and Accounting Matters; Deductibility of Executive

Compensation . In reviewing the Company’s compensation

program, the Compensation Committee considers factors

that could impact the Company’s financial performance,

including tax and accounting rules. Section 162(m) of the

Internal Revenue Code limits the tax deductibility of

compensation that the Company pays to certain covered

employees, including our NEOs, to $1 million in any year

per person. Although the Compensation Committee takes

into consideration the provisions of Section 162(m), it

believes that maintaining tax deductibility is one of many

considerations in designing an effective executive

compensation program. Accordingly, the Compensation

Committee may approve compensation not deductible for

federal income tax purposes.

Risk Assessment of the Compensation Program

The Board believes that risks arising from the Company’s

compensation policies and practices for our employees are

not reasonably likely to have a material adverse effect on

the Company. The Company has designed our

compensation programs, including our incentive

compensation plans, with specific features to address

potential risks while rewarding employees for achieving

long-term financial and strategic objectives through prudent

business judgment and appropriate risk taking. We use

common variable compensation designs, with a significant

focus on individual contributions to our performance and the

achievement of absolute and relative corporate objectives,

as generally described in this Compensation Discussion

and Analysis.

The Compensation Committee and the Board reviewed our

compensation programs to assess whether any aspect of

the programs would encourage any of our employees to

take any unnecessary or inappropriate risks that could

threaten the value of the Company. The Company has

designed our compensation programs to reward our

employees for achieving annual profitability and long-term

increases in stockholder return and/or value.

The Board recognizes that the pursuit of corporate

objectives possibly leads to behaviors that could weaken

the link between pay and performance, and, therefore, the

correlation between the compensation delivered to

employees and the long-term return realized by

stockholders. Accordingly, our compensation program,

including the NEO compensation program, is designed to

mitigate these possibilities and to ensure that our

compensation practices are consistent with the Company’s

risk profile.

These features include the following:

• Bonus payouts and equity incentive awards that are

not based solely on corporate performance objectives

but also on individual performance levels

• The financial opportunity in our long-term equity

incentive program is best realized through long-term

appreciation of our stock price, which mitigates

excessive short-term risk-taking

• The engagement and use of an independent

compensation consultant

27

Table of Contents

• Annual cash bonuses that are paid after the end of the

fiscal year to which the bonus payout relates

• The institution of stock ownership guidelines applicable

to the NEOs

• Final decision making by our Compensation

Committee and Board on all awards

Additionally, the Company performed an assessment of

compensation-related risks for all of our employees and

concluded that our compensation programs do

not create risks that are reasonably likely to have a material

adverse effect on the Company. In making this evaluation,

the Company reviewed the key design elements of our

compensation programs in relation to industry “best

practices,” as well as the means by which any potential

risks may be mitigated. In addition, management completed

an inventory of incentive programs below the executive

level and reviewed the design of these incentives and

concluded that such incentive programs do not encourage

excessive risk-taking.

The NEO Compensation Program

Compensation Philosophy

The Company’s compensation program is designed to

encourage our NEOs to think and act like you, the

stockholder. The elements of NEO compensation are

designed to encourage and reward the following factors,

among other things:

• Sourcing and pursuing attractively priced investment

opportunities to venture-backed technology-related

companies at all stages of development, including

selected publicly listed companies

• Maintaining credit quality, monitoring financial

performance, and ultimately managing a successful

exit of the Company’s investment portfolio

• Achieving the Company’s dividend and profitability

objectives (which focus on stability and potential

growth)

• Providing compensation and incentives necessary to

attract, motivate and retain key executives critical to

our continued success and growth

• Focusing management behavior and decision-making

on goals that are consistent with the overall strategy of

the business and in alignment with stockholders and

other interested persons;

• Ensuring a linkage between NEO compensation and

individual contributions to our performance; and

• Creation of compensation principles and processes

that are designed to balance risk and reward in a way

that does not encourage unnecessary risk taking.

We believe that our continued success during 2024 –

despite strong competition for top-quality executive talent in

the commercial and venture lending industry – was

attributable to our ability to attract, motivate and retain the

Company’s outstanding executive team using both short-

and long-term incentive elements of compensation, as

described below under Compensation Elements .

Regulatory Limitations on Compensation

We are an internally managed BDC that is subject to a

variety of rules and regulations imposed by the 1940 Act,

including with respect to executive compensation. We also

must comply with any conditions imposed on us in any

exemptive order issued to us by the SEC. The

Compensation Committee’s objective is to work within this

regulatory framework to maintain and motivate pay-for-

performance alignment, establish appropriate

compensation levels relative to our Peer Group and

implement best practices with respect to compensation.

• The Compensation Committee may not use formulaic

or other non-discretionary criteria to determine NEO

compensation. The 1940 Act requires that discretion is

maintained by the Compensation Committee with

respect to incentive compensation paid to executive

officers. Therefore, the Compensation Committee is

not legally permitted to use non-discretionary or

formulaic criteria

relating to Company or individual performance to

determine compensation. Instead, the Compensation

Committee must take into consideration all factors and

use its discretion to determine the appropriate amount

of compensation to be paid to our NEOs.

Compensation decisions, including annual bonuses,

are made entirely at the discretion of the

Compensation Committee, with no minimum or

required payments based on any formulaic criteria.

• We may sponsor either an equity incentive plan or a

profit-sharing plan – but not both. The 1940 Act

provides that a BDC such as the Company may

maintain either an equity incentive plan or a “profit-

sharing plan”, but not both, for its NEOs and other

employees. The Compensation Committee believes

that equity incentives strongly align the interests of our

NEOs with those of our stockholders. We

28

Table of Contents

therefore sponsor and maintain the equity incentive

plan described in this proxy statement as the Equity

Plan.

Accordingly, we are not legally permitted to sponsor a

profit-sharing plan while we sponsor an equity

incentive plan (and vice-versa). A “profit-sharing plan”

is any written or oral plan, contract, authorization or

arrangement, or any practice, understanding or

undertaking whereby amounts payable under the

compensation plan are dependent upon, or related to,

the profits of the company. The SEC has stated that

compensation plans possess “profit-sharing

characteristics” if a company is obligated to make

payments under the plan

based on the company’s level of income, realized

gains or loss on investments or unrealized

appreciation or depreciation of the company’s

investments. This would include a formulaic annual

cash bonus plan with specific metric weightings and

threshold, target and maximum goals used by many

other companies.

• The terms of our Equity Plan must satisfy certain

conditions imposed by the SEC, and certain changes

to the Equity Plan would require pre-approval by the

SEC. Our Equity Plan is administered pursuant to

specific exemptive orders granted by the SEC. The

1940 Act and our exemptive order limit the terms we

may include in our Equity Plan and limit our ability to

implement certain changes to our Equity Plan without

the SEC’s prior written approval.

Compensation Elements

The NEO compensation program consists of base salary,

annual cash bonus awards, long-term equity incentive

awards and certain other benefits and perquisites. A

description of each compensation element and its purpose

is set forth below.

Base Salary Provides a level of fixed income that is market competitive to allow the Company to retain and attract executive talent

The Compensation Committee believes that base salaries

are fundamental to our compensation program. Base

salaries are established for each NEO to reflect (i) the

scope of the NEO’s industry experience, knowledge and

qualifications, (ii) the NEO’s position and responsibilities

and contributions to our business growth and (iii) salary

levels and pay practices of those companies with whom we

compete for executive talent. The Compensation

Committee considers base salary levels at least annually as

part of its review of the performance of NEOs and from time

to time upon a promotion or other change in job

responsibilities. During its review of base salaries for our

executives, the Compensation Committee primarily

considers individual performance of the executive, including

leadership and execution of strategic initiatives and the

accomplishment of business results for the Company,

market data provided by our compensation consultant, our

NEOs’ total compensation (both individually and relative to

the other NEOs) and for NEOs other than the CEO, the

base salary recommendations of our CEO.

For 2024, the Compensation Committee did not make any

changes to the 2023 base salaries of continuing NEOs.

Annual Cash Bonus Awards Rewards NEOs for individual achievements and contributions to our financial performance and strategic success during the year

Cash bonus awards are discretionary and, if awarded, are

paid on an annual basis following year-end. The

Compensation Committee, together with input from our

CEO, develops a specific bonus pool for each operating

year to be available for the annual cash bonus program.

The amount determined to be available for the cash bonus

program depends on many non-formulaic factors (to comply

with legal restrictions on formulaic criteria) and is designed

to motivate our NEOs to achieve financial and non-financial

objectives, consistent with the Company’s operating plan.

The Compensation Committee considers, among other

factors, the total compensation paid to our NEOs and other

employees as a percentage of the Company’s total

revenue, as well as how this ratio compares to that of

companies in the Peer Group.

The Compensation Committee is not legally permitted to

use non-discretionary or formulaic criteria relating to

Company or individual performance to determine bonus

compensation. The Compensation Committee instead

considers overall business performance factors and

individual factors, including CEO feedback, when

determining the size of individual NEO bonuses.

Accordingly, the Compensation Committee has the

discretion to adjust individual cash bonuses to take superior

performance into account, should actual Company and

NEO performance exceed expectations. Conversely, if

Company and NEO performance is below expectations, the

Compensation Committee will consider such performance

in determining the NEO’s actual cash bonus.

29

Table of Contents

In evaluating the performance of our NEOs to arrive at cash

bonus awards, the Compensation Committee specifically

compares the Company’s performance and our

stockholders’ returns against the performance and

stockholder returns of other BDCs. In particular, the

Committee considers the Company’s ROE, ROA and AASR

relative to the Peer Group, all of which was among the

highest in the Peer Group in 2024. The Compensation

Committee believes these performance metrics

demonstrate the success of our core business mission of

allocating equity and debt capital efficiently for a high risk-

adjusted return and the related creation of stockholder

value.

When sizing our cash bonus pool and allocating bonus

awards, the total compensation paid to our NEOs and other

employees is also evaluated against the expense ratios of

other BDCs.

Based on the foregoing considerations and analysis, and

after due deliberation, the Compensation Committee

awarded our current NEOs the following annual cash

bonuses with respect to 2024.

Name	2024 Cash Bonus Award ($)
Scott Bluestein	3,500,000
Seth H. Meyer	915,000
Christian Follmann	470,000
Kiersten Zaza Botelho	440,000

Long-Term Equity Incentive Awards Provides meaningful retention incentives while rewarding NEOs for individual achievements and contributions to our success through the alignment with and creation of stockholder value

Our long-term equity incentive awards are designed to

develop a strong link between NEO compensation and the

Company’s strategic goals and performance, as well as

align the interests of our NEOs and other key employees

with those of our stockholders. The Compensation

Committee strongly believes that annual equity grants

motivate executive performance that is aligned with our

stockholders’ return expectations. RSAs, for example,

receive dividends at the same times and in the same

amounts per Share as our common stockholders.

We make long-term equity incentive awards to our NEOs

pursuant to our Equity Plan, which permits awards of stock

options, RSAs and RSUs that typically vest over three

years and after seven years,

respectively. The Compensation Committee granted RSAs

and RSUs rather than stock option awards to NEOs for

2024 performance.

Grant Practices for NEOs . Annual equity compensation

grants to NEOs have typically been granted in the first

quarter of the year. In January 2024, the Company granted

RSAs following 2023 performance. The Company granted

RSUs in December 2024. January 2025 RSAs reflected the

strong financial performance in 2024, with higher ROAA,

and ROE than the vast majority of the Peer Group.

RSAs . In January 2025, the Compensation Committee

granted RSAs to each of the NEOs. With respect to

determining the amount of the RSAs, the Compensation

Committee assessed each NEO’s individual performance

for 2024, the overall performance of the Company in 2024

and the levels of equity compensation paid by other

companies with whom we compete for executive talent.

Based on this assessment, the Compensation Committee

determined that RSAs be granted to the NEOs with respect

to 2024, in the amounts and on the dates set forth below to

reward them for services performed in 2024 and to retain

their continued services in future years. The RSAs vest

one-third of the Shares underlying the awards on the first

anniversary of the grant date and vest the remaining

Shares in equal quarterly installments over the following

two years.

Name	Grant Date	Restricted Stock Award	Fair Value of Restricted Stock Award($) (1)
Scott Bluestein	1/09/2025	241,742	4,830,005
Seth H. Meyer	1/09/2025	82,583	1,650,008
Christian Follmann	1/09/2025	33,784	675,004
Kiersten Zaza Botelho	1/09/2025	27,528	550,009

(1) Based on the closing stock price per Share of $19.98 on

1/08/ 2025 .

In accordance with applicable compensation disclosure

rules, the foregoing equity awards granted in 2025 in

respect of 2024 performance by our NEOs are being

described above because they are relevant to a complete

understanding of the Company’s overall NEO

compensation program for 2024, but such equity awards

will be formally reported in the 2025 Summary

Compensation Table and related compensation tables to be

contained in the Company’s 2026 annual proxy statement.

Restricted Stock Milestone Award ("RSMA"). In December,

2024, the Board awarded Seth H. Meyer a RSMA in

recognition of his five year anniversary of service to the

Company. The RSMA vests one-third of the Shares

underlying the award on the first anniversary of the grant

date and vest the remaining Shares in equal quarterly

installments over the following two years.

30

Table of Contents

Name	Grant Date	Restricted Stock Milestone Award	Fair Value of Restricted Stock Milestone Award($) (1)
Seth H. Meyer	12/05/2024	132	2,496

(1) Based on the closing stock price per Share of $18.91 on 12/05/2024.

Long Term Restricted Stock Unit (“ LTRSUs ”). In December

2024, the Compensation Committee granted LTRSUs to

each of the NEOs. The LTRSUs vest on the seven-year

anniversary of the grant date and do not receive dividends

during the seven-year vesting period. The Compensation

Committee believes that LTRSUs should be periodically

awarded to key employees, including our NEOs, to

recognize and retain individuals with exceptional

performance. The LTRSUs vest in full after a seven-year

period to maximize the retentive strength of the award.

Name	Grant Date	Restricted Stock Units	Fair Value of Restricted Stock Units($) (1)
Scott Bluestein	12/05/2024	33,051	303,739
Seth H. Meyer	12/05/2024	10,576	97,193
Christian Follmann	12/05/2024	10,576	97,193
Kiersten Zaza Botelho	12/05/2024	10,576	97,193

(1) The amounts reflect the aggregate grant date fair value of RSUs

made to our NEOs during the applicable year computed in

accordance with FASB ASC Topic 718. Further details regarding

these awards, the method of valuation and the assumptions

made are set forth in Note 8, “Equity Incentive Plans” to the

financial statements in the Company’s Annual Report on Form

10-K for the fiscal year ended December 31, 2024.

Other – Benefits and Perquisites

The NEOs receive only the same benefits and perquisites

as other full-time employees. Our benefits program is

designed to provide competitive benefits and is not based

on performance. The NEOs and other full-time employees

receive health and welfare benefits, including life, long-term

and short-term disability, health, dental and vision insurance

benefits as well as the opportunity to participate in our

defined contribution 401(k) plan. During 2024, our 401(k)

plan provided for contributions by the Company for up to

$23,000 per full-time employee under the age of 50 and

$30,500 per full time employee over the age of 50.

Clawback Policy for Section 16 Officers

The Board has adopted the Compensation Recoupment

(Clawback) Policy that covers all Section 16 officers, which

includes all of the NEOs. The Compensation Recoupment

(Clawback) Policy provides that in the event the Company

is required to prepare an accounting restatement of the

Company’s financial statements due to the Company’s

material non-compliance with any financial reporting

requirement under the federal securities laws (including any

correction that is material to the previously issued financial

statements, or that would result in a material misstatement

if the error were corrected in the current period or left

uncorrected in the current period), the Company is

authorized to recover from the CEO and other Section 16

executive officers (including the other NEOs) the amount of

incentive-based compensation that exceeds the amount

that otherwise would have been received by any of them

had such amount been determined based on the restated

financial statements. Incentive compensation is defined as

any compensation granted, earned or vested based in

whole or in part on the Company’s attainment of a financial

reporting measure that was received by a covered officer

on or after October 2, 2023 and within the three completed

fiscal years immediately preceding the date that the

Company is required to prepare an accounting restatement

pursuant to this policy. The Company’s Compensation

Recoupment (Clawback) Policy is consistent with the listing

standards established by the NYSE. Further, following a

restatement of our financial statements, we will recover any

compensation received by the CEO and chief financial

officer that is required to be recovered by Section 304 of the

Sarbanes-Oxley Act of 2002.

Timing of Equity Compensation

In response to Item 402(x)(1) of Regulation S-K, the

Company has not granted awards of stock options or

similar option-like instruments to its executive officers since

1. Accordingly, the Company has no specific policy or

practice on the timing of awards of such options in relation

to the disclosure of material nonpublic information by the

Company. In the event the Company determines to grant

new awards of such options , the Board will evaluate the

appropriate steps to take in relation to the foregoing.

The Company did not make any grants of stock options to

its executive officers during the fiscal year ended December

31, 2024, and therefore there is nothing to report pursuant

to Item 402(x)(2) of Regulation S-K.

31

Table of Contents

Compensation Committee Report We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we recommend to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2025 Annual Meeting of Hercules Capital, Inc. COMPENSATION COMMITTEE MEMBERS Gayle Crowell, Chair DeAnne Aguirre Wade Loo Nikos Theodosopoulos The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent specifically incorporated by reference therein.

32

Table of Contents

COMPENSATION TABLES

Executive Compensation Tables

Summary Compensation Table

Name and Principal Occupation	Year	Salary ($) (1)	Bonus ($) (2)	Stock Awards ($) (3)	Option Awards ($)	All Other Compensation ($) (4)	Total ($)
Scott Bluestein	2024	650,000	3,500,000	4,903,742	—	23,000	9,076,742
Chief Executive Officer and	2023	650,000	3,200,000	5,019,494	—	22,500	8,891,994
Chief Investment Officer	2022	650,000	3,000,000	3,700,008	—	20,500	7,370,508
Seth H. Meyer	2024	550,000	915,000	1,749,697	—	30,500	3,245,197
Chief Financial Officer	2023	550,000	835,000	1,625,903	—	30,000	3,040,903
	2022	550,000	875,000	1,274,998	—	27,000	2,726,998
Christian Follmann	2024	300,000	470,000	657,195		23,000	1,450,195
Chief Operating Officer	2023	300,000	425,000	462,343	—	22,500	1,209,843
	2022	260,000	350,000	250,005	—	20,500	880,505
Kiersten Zaza Botelho	2024	300,000	440,000	547,192		23,000	1,310,192
Chief Legal Officer, Chief Compliance Officer and Corporate Secretary (5)	2023	300,000	395,000	366,067	—	22,500	1,083,567
	2022	300,000	300,000	99,993	—	18,000	717,993

(1) Salary column amounts represent base salary compensation received by each NEO for the listed fiscal year.

(2) Bonus column amounts represent the annual cash bonus earned during the fiscal year and awarded and paid out during the first

quarter of the following fiscal year.

(3) The amounts reflect the aggregate grant date fair value of RSAs and RSUs made to our NEOs during the applicable year computed

in accordance with FASB ASC Topic 718. Further details regarding these awards, the method of valuation and the assumptions

made are set forth in Note 8, “Equity Incentive Plans” to the financial statements in the Company’s Annual Report on Form 10-K for

the fiscal year ended December 31, 2024. The grant date fair value of each RSA is measured based on the closing price of our

Shares on the date of grant, or if there is not a closing price of our Shares on the grant date, the date immediately preceding the

grant date for which there is a closing price.

(4) All Other Compensation column includes employer matching contributions under our 401(k) plan of (a) $23,000 to Mr. Bluestein,

$30,500 to Mr. Meyer, $23,000 to Mr. Follmann and $23,000 to Ms. Botelho (b) $22,500 to Mr. Bluestein, $30,000 to Mr. Meyer,

$22,500 to Mr. Follmann and $22,500 to Ms. Botelho in 2023 (c) $20,500 to Mr. Bluestein, $27,000 to Mr. Meyer, $20,500 to Mr.

Follmann and $18,000 to Ms. Botelho in 2022. Beginning in 2022, the Company revised its methodology for calculating All Other

Compensation pursuant to the applicable instructions in Item 402(c)(2)(ix) to exclude such distributions and dividend equivalent

shares, as the Company believes these distributions and dividend equivalent shares are factored into the grant date fair value

shown in the Stock Awards column of the Summary Compensation Table.

(5) In February 2024, Ms. Botelho’s title changed from General Counsel to Chief Legal Officer to reflect her broadened responsibilities.

33

Table of Contents

Grants of Plan Based Awards in 2024

The following table provides information on RSAs and RSUs granted during the fiscal year ended December 31, 2024.

There can be no assurance that the grant date fair market values of these awards will ever be realized. None of our NEOs

received awards of non-equity incentive plan compensation for the fiscal year ended December 31, 2024.

Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units Threshold		Grant Date Fair Value of Stock and Option Awards ($) (3)
Scott Bluestein	01/09/2024	264,368	(1)	4,600,003
	12/05/2024	33,051	(2)	303,739
Seth H. Meyer	01/09/2024	94,828	(1)	1,650,007
	12/05/2024	10,576	(2)	97,193
	12/05/2024	132	(1)	2,496
Christian Follmann	01/09/2024	32,184	(1)	560,002
	12/05/2024	10,576	(2)	97,193
Kiersten Zaza Botelho	01/09/2024	25,862	(1)	449,999
	12/05/2024	10,576	(2)	97,193

(1) RSAs vest as to one-third of the total award on the one-year anniversary of the date of the grant and quarterly over the succeeding

24 months. Dividends will generally be paid with respect to RSAs at the normal (non-preferential) dividend rate and the underlying

Shares are entitled to voting rights beginning on the grant date .

(2) Restricted stock units vest on the seven-year anniversary of the date of grant.

(3) The amounts reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718. Further details

regarding these awards, the method of valuation and the assumptions made are set forth in Note 8, “Equity Incentive Plans” to the

financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

34

Table of Contents

Outstanding Equity Awards at Fiscal Year End, December 31, 2024

The following table shows the number of Shares covered or used as references for unvested RSAs and RSUs held by our

NEOs on December 31, 2024. None of our NEOs held any stock options in the Company as of December 31, 2024.

Name	Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Scott Bluestein	17,620	(1)	353,986	(9)	—	—
	138,889	(2)	2,790,280	(9)	—	—
	74,983	(3)	1,506,408	(10)	—	—
	39,164	(5)	786,805	(10)	—	—
	264,368	(6)	5,311,153	(9)	—	—
	33,051	(7)	663,995	(10)	—	—
Seth H. Meyer	6,072	(1)	121,986	(9)	—	—
	46,297	(2)	930,107	(9)	—	—
	13,633	(3)	273,887	(10)	—	—
	13,055	(5)	262,275	(10)	—	—
	94,828	(6)	1,905,095	(9)	—	—
	10,576	(7)	212,472	(10)	—	—
	132	(8)	2,652	(9)	—	—
Christian Follmann	1,191	(1)	23,927	(9)	—	—
	11,575	(2)	232,542	(9)	—	—
	8,521	(3)	171,187	(10)	—	—
	9,791	(5)	196,701	(10)	—	—
	32,184	(6)	646,577	(9)	—	—
	10,576	(7)	212,472	(10)	—	—
Kiersten Zaza Botelho	490	(4)	9,844	(9)	—	—
	9,260	(2)	186,033	(9)	—	—
	3,408	(3)	68,467	(10)	—	—
	9,791	(5)	196,701	(10)	—	—
	25,862	(6)	519,568	(9)	—	—
	10,576	(7)	212,472	(10)	—	—

(1) RSAs granted on 01/11/2022 that vest as to one-third of the total award on the one-year anniversary of the date of the grant and

quarterly over the succeeding 24 months.

(2) RSAs granted on 01/11/2023 that vest as to one-third of the total award on the one-year anniversary of the date of the grant and

quarterly over the succeeding 24 months.

(3) RSUs granted on 02/06/2023 that vest on the seven-year anniversary of the date of the grant.

(4) RSAs granted on 01/10/2022 that vest as to one-third of the total award on the one-year anniversary of the date of the grant and

quarterly over the succeeding 24 months.

(5) RSUs granted on 12/07/2023 that vest on the seven-year anniversary of the date of the grant.

(6) RSAs granted on 01/09/2024 that vest as to one-third of the total award on the one-year anniversary of the date of the grant and

quarterly over the succeeding 24 months.

(7) RSUs granted on 12/05/2024 that vest on the seven-year anniversary of the date of the grant.

(8) RSAs granted on 12/05/2024 that vest as to one-third of the total award on the one-year anniversary of the date of the grant and

quarterly over the succeeding 24 months.

(9) Market value is computed by multiplying the closing market price of the Company’s stock at December 31, 2024 by the number of

Shares.

(10) The amounts reflect the aggregate grant date fair value of RSUs made to our NEOs during the applicable year computed in

accordance with FASB ASC Topic 718. Further details regarding these awards, the method of valuation and the assumptions made

are set forth in Note 8, “Equity Incentive Plans” to the financial statements in the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2024.

35

Table of Contents

Options Exercised and Stock Vested in 2024

The following table shows the number of Shares acquired during the fiscal year ended December 31, 2024 upon the vesting

or settlement of RSAs and RSUs.

Name	Stock Awards — Number of shares Acquired on Vesting (1)	Value Realized on Vesting ($) (2)
Scott Bluestein	284,626	5,281,846
Seth H. Meyer	95,318	1,769,648
Christian Follmann	22,165	411,084
Kiersten Zaza Botelho	14,920	276,486

(1) Number of Shares acquired upon vesting is before withholding of vesting Shares by the Company to satisfy tax withholding

obligations.

(2) Value realized upon vesting is based on the closing market price of the Company's stock on the vesting date.

Potential Payments Upon Termination or Change in Control

Retention Agreement

In October 2017, Mr. Bluestein entered into a retention agreement with the Company. Pursuant to such retention agreement,

if (1) his employment is terminated by the Company without cause or by him for good reason, or (2) the Company becomes

an externally managed BDC and the new external advisor does not make a written offer of employment to Mr. Bluestein or

makes a written offer of employment to him that is not on similar terms to his current employment with the Company

(including, without limitation, authority, responsibilities, base salary, annual bonus opportunity, long term incentive

opportunity and retention benefits) and he does not accept such offer then, subject to his execution of a release of claims in

favor of the Company, Mr. Bluestein shall be entitled to receive the following benefits: (a) a lump sum payment in an amount

equal to 1.75 times the sum of (i) annual base salary and (ii) an amount equal to the three-year average annual bonus

actually earned by and paid to Mr. Bluestein for the three full performance periods immediately prior to the termination date;

(b) any unpaid annual bonus earned with respect to a prior performance period and not yet paid as of the date of

termination; (c) a pro rata annual bonus with respect to the performance period in which termination of employment occurs;

(d) (x) continued vesting of outstanding equity awards for 1.75 years in the case of a termination not in connection with a

change in control of the Company or (y) full vesting of outstanding equity awards in the case of a termination in connection

with a change in control of the Company; and (e) reimbursement of the full amount of COBRA premiums for Mr. Bluestein

and his eligible dependents for 18 months following termination of employment.

Accelerated Vesting of Equity Awards

Subject to continued vesting or full vesting acceleration under the retention agreement with Mr. Bluestein described above,

no unvested awards of restricted stock or long-term restricted stock units will vest if an NEO terminates employment prior to

the applicable vesting date. In the event of the death or disability of an NEO or a change in control of the Company, all

outstanding and unvested Shares of restricted stock and long-term restricted stock units will vest in full.

36

Table of Contents

The following table provides estimates of the potential payments and benefits each NEO would receive assuming his or her

employment was terminated on December 31, 2024. In the event Mr. Bluestein was terminated on such date for cause, no

payments and benefits under the retention agreement would become payable.

Name	Benefit	Termination upon death or disability ($) (1)	Upon a change in control ($) (1)	Termination without cause or resignation for good reason prior to a change in control ($) (2)	Termination without cause or resignation for good reason after a change in control ($) (2)
Scott Bluestein	Salary	—	—	1,137,500	1,137,500
	Bonus	—	—	7,654,167	7,654,167
	Other (3)	—	—	82,544	82,544
	Accelerated equity award vesting	11,412,627	11,412,627	7,570,203	11,412,627
	Total	11,412,627	11,412,627	16,444,414	20,286,838
Seth H. Meyer	Accelerated equity award vesting	3,708,473	3,708,473	—	3,708,473
	Total	3,708,473	3,708,473	—	3,708,473
Christian Follmann	Accelerated equity award vesting	1,483,405	1,483,405	—	1,483,405
	Total	1,483,405	1,483,405	—	1,483,405
Kiersten Zaza Botelho	Accelerated equity award vesting	1,193,085	1,193,085	—	1,193,085
	Total	1,193,085	1,193,085	—	1,193,085

(1) In the event of the death or disability of an NEO or a change in control of the Company, all unvested Shares of restricted stock and

long-term restricted stock units will vest in full. On December 31, 2024, Messrs. Bluestein, Meyer, Follmann and Ms. Botelho held

the following number of outstanding Shares of restricted stock, respectively: 420,877 Shares, 147,329 Shares, 44,950 Shares and

35,612 Shares. On December 31, 2024, Messrs. Bluestein, Meyer, Follmann and Ms. Botelho held the following number of

outstanding long-term restricted stock units, respectively: 147,198 RSUs, 37,264 RSUs, 28,888 RSUs and 23,775 RSUs.

(2) Pursuant to the retention agreement entered into by Mr. Bluestein, he shall be entitled to receive certain benefits described above

under the section titled “Retention Agreement.” The amounts included in the rows for salary, bonus, other and accelerated equity

award vesting are governed by the retention agreement. For purposes of determining the payments and benefits that Mr. Bluestein

would be entitled to under the retention agreement, a salary of $650,000, and three-year average annual bonuses of $2,783,333

were used for Mr. Bluestein. With respect to accelerated equity award vesting, on December 31, 2024, Mr. Bluestein held 420,877

Shares of restricted stock, 376,815 shares of which would vest within 1.75 years of December 31, 2024, and Mr. Bluestein held

147,198 long-term restricted stock units, none of which would vest within 1.75 years of December 31, 2024.

(3) Reimbursement of the full amount of COBRA premiums for Mr. Bluestein and his eligible dependents for 18 months following

termination of employment, estimated at $4,585.78 per month.

37

Table of Contents

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall

Street Reform and Consumer Protection Act, and Item

402(u) of Regulation S-K promulgated by the SEC, we are

providing the pay ratio of the annual total compensation of

our CEO compared to the annual total compensation of our

median compensated employee for the year ended

December 31, 2024.

For the year ended December 31, 2024, the annual total

compensation of our “median employee”, whose annual

total compensation was the median of the annual total

compensation of all our employees (other than our CEO)

was $279,999. Mr. Bluestein’s 2024 annual total

compensation for purposes of determining the CEO pay

ratio was $9,076,742. Based on this information, our CEO’s

2024 annual total compensation was approximately 32.4

times that of our “median employee.”

We do not believe that in 2024 there was a change in our

employee population or employee compensation

arrangements that would significantly impact our pay ratio

disclosure and, therefore, in accordance with SEC

regulations, we have elected to use the same median

employee that we identified for the fiscal year ended

December 31, 2023.

38

Table of Contents

Pay vs. Performance

In accordance with the final rule adopted by the SEC in August 2022 implementing Section 953(a) of the Dodd-Frank Act, we

are providing the following table that sets forth certain compensation measures for certain of our officers alongside certain

performance metrics for the Company and certain of its industry peers:

Year	Summary Compensation Table CEO Total Compensation ($)	Compensation Actually Paid to CEO ($) (1)	Average SCT Non-CEO NEOs Total Compensation ($)	Average Compensation Actually Paid to Non-CEO NEOs ($) (1)	Value of Initial $100 Investment: — Company TSR ($)	Peer Group TSR ($) (2)	Net Income ($ in thousands)	R eturn on Equity
2024	9,076,742	12,296,799	2,001,861	2,563,410	250.11	134.35	262,966	17.2 %
2023	8,891,994	11,871,291	1,778,104	2,234,447	187.59	128.90	337,484	14.9 %
2022	7,370,508	12,508,448	1,441,832	1,354,862	131.26	113.50	102,081	11.6 %
2021	7,410,986	11,960,041	1,548,309	1,560,941	145.05	125.26	174,155	11.1 %
2020	7,871,404	12,662,414	1,621,547	1,676,816	115.13	91.15	227,261	11.3 %

— 2022, 2023 and 2024 CEO is Bluestein ; non-CEO NEOs are Meyer, Botelho and Follmann

— 2021 CEO is Bluestein ; non-CEO NEOs are Meyer and Grace

— 2020 CEO is Bluestein ; non-CEO NEOs are Meyer and Grace

(1) The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K

and do not reflect compensation actually earned, realized, or received by our CEO or Other NEOs. These amounts reflect the

Summary Compensation Table Total (SCT) with certain adjustments as set forth in the following reconciliation table:

Name	Year	SCT Total ($)	SCT Stock Awards ($)	Fair Value of Stock Awards Granted in the Covered Year ($)	Change in Fair Value of Unvested Stock Awards from Prior Years ($)	Fair Value of Stock Awards Granted and Vested in the Covered Year ($)	Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($)	Fair Value of Stock Awards Forfeite d ($)	Value of Dividends on Unvested Stock Awards Not Otherwise Reflected in Fair Value ($)	Compensation Actually Paid
PEO	2024	9,076,742	( 4,903,742 )	6,161,244	1,294,682	-	667,873	-	-	12,296,799
	2023	8,891,994	( 5,019,494 )	7,102,637	576,741	-	319,413	-	-	11,871,291
	2022	7,370,508	( 3,700,008 )	3,211,607	( 126,779 )	-	5,753,121	-	-	12,508,448
	2021	7,410,986	( 3,449,995 )	4,289,439	2,843,025	-	866,586	-	-	11,960,041
	2020	7,871,404	( 3,989,493 )	4,454,699	4,439,836	-	( 114,033 )	-	-	12,662,414
NEO Average	2024	2,001,861	( 984,695 )	1,232,068	210,493	-	103,683	-	-	2,563,410
	2023	1,778,104	( 818,104 )	1,149,198	82,349	-	42,900	-	-	2,234,447
	2022	1,441,832	( 541,665 )	470,981	( 20,807 )	-	4,521	-	-	1,354,862
	2021	1,548,309	( 611,752 )	676,676	7,210	-	65,068	( 124,571 )	-	1,560,941
	2020	1,621,547	( 602,500 )	672,756	21,233	-	( 36,220 )	-	-	1,676,816

(2) “Peer Group” TSR is the S&P500 BDC Index

As described above, restrictions imposed by the 1940 Act restrict the Compensation Committee’s ability to use

nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. The

Compensation Committee instead considers several financial performance metrics, along with other factors including

operational goals and individual performance criteria, in determining the appropriate compensation for the NEOs. Subject to

the foregoing restrictions imposed by the 1940 Act, in the Company’s assessment, the following list of performance

39

Table of Contents

measures represent the most important performance measures used to link compensation actually paid to our NEOs, for the

most recently completed fiscal year, to Company performance:

• return on equity (ROE) ;

• total dividends paid to stockholders ;

• net realized gain or losses ; and

• net unrealized appreciation or depreciation .

Other key metrics considered by the Compensation Committee when determining the appropriate compensation for NEOs

include gross and net investment activity, net origination activities, growth and performance of the Company’s registered

investment advisory business, maintenance of liquidity and capital flexibility and individual contributions to corporate

objectives.

The graph below reflects the relationship between “Compensation Actually Paid” to our CEO and other NEOs and TSR for

the Company and the S&P BDC Index :

The graph below reflects the relationship between “Compensation Actually Paid” to our CEO and other NEOs and the

Company Selected Performance Measure of ROE for the Company :

40

Table of Contents

The graph below reflects the relationship between “Compensation Actually Paid” to our CEO and other NEOs and Net

Investment Income :

Independent Director Compensation

Our Compensation Committee has the authority from our Board for the appointment, compensation and oversight over our

outside compensation consultant. Our Compensation Committee generally engages a compensation consultant every other

year to assist it with its responsibilities related to our director compensation program. The following table discloses the cash,

equity awards and other compensation earned, paid or awarded, as the case may be, to each of our directors during the

fiscal year ended December 31, 2024. As an employee director, Mr. Bluestein did not receive any compensation for his

service as a director. The compensation Mr. Bluestein received as our CEO is disclosed in the Summary Compensation

Table and elsewhere under the Executive Compensation Tables , above.

Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($)	All Other Compensation ($)	Total ($)
Robert P. Badavas	265,000		—	—	265,000
DeAnne Aguirre	205,000	—	—	—	205,000
Gayle Crowell	230,000	59,994	—	—	289,994
Thomas J. Fallon	220,000	59,994	—	—	279,994
Wade Loo	230,000	—	—	—	230,000
Pam Randhawa	205,000		—	—	205,000
Nikos Theodosopoulos	129,167	59,994	—	—	189,161

(1) Messrs. Fallon, Loo, and Theodosopoulos and Mss. Aguirre, Crowell, and Randhawa earned $115,000, $125,000, $100,000,

$100,000, $125,000, and $100,000, respectively, in cash and Messrs. Fallon and Loo and Mss. Aguirre and Crowell elected to

receive an additional retainer fee of 5,723, 5,645, 5,660 and 5,790 of Shares, respectively, in lieu of cash with a total value of

$105,000. Ms. Randhawa elected to receive an additional retainer fee of 2,898 of Shares in lieu of cash with a total value of

$52,500. Mr. Theodosopoulos elected to receive an additional retainer fee of 1,608 of Shares in lieu of cash with a total value of

$29,167.

(2) During 2024, in connection with their re-election to our Board, we granted Messrs. Fallon and Theodospoulos and Ms. Crowell an

RSA for 3,030 Shares. The amounts presented reflect the aggregate grant date fair value of the stock awards, as computed in

accordance with FASB ASC Topic 718. Further details regarding these awards, the method of valuation and the assumptions made

are set forth in Note 8, “Equity Incentive Plans” to the financial statements in the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2024. The grant date fair value of each RSA is measured based on the closing price of the Shares

on the date of grant.

The cash compensation paid to Independent Directors during the fiscal year ended December 31, 2024 consisted of an

annual retainer of $100,000, and an additional $60,000 for the Chair of the Board, an additional $25,000 for the Chair of the

Audit Committee and Compensation Committee, and an additional $15,000 for the Chair of the Governance Committee. In

addition, pursuant to Board approval, each year Independent Directors typically receive an additional retainer fee which

each Director can elect to receive in cash or Shares. For the fiscal year ended December 31, 2024, each Director received

an additional retainer of $105,000 in cash or Shares, as elected by each individual director. In 2024, Messrs. Fallon and Loo

and Mss. Aguirre and Crowell elected to receive an additional retainer fee of 5,723, 5,645, 5,660 and 5,790 of Shares in lieu

of cash with a total value of $105,000. Ms. Randhawa elected to receive an additional retainer fee of 2,898 of Shares in lieu

41

Table of Contents

of cash with a total value of $52,500. Mr. Theodosopoulos elected to receive an additional retainer fee of 1,608 of Shares in

lieu of cash with a total value of $29,167. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred

in attending Board meetings.

As of December 31, 2024, Messrs. Badavas, Fallon, Loo and Theodosopoulos and Mss. Crowell, Randhawa and Aguirre

held unvested RSAs in the amount of 2,823, 3,030, 1,505, 3,030, 3,030, 2,823 and 1,693, respectively.

Equity Compensation Plan Information

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options and warrants		(b) Weighted-average exercise price of outstanding options and warrants ($)	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by stockholders:
2018 Equity Incentive Plan	956,544	(1)	16.64	4,639,677
2018 Non-Employee Director Plan	—		—	245,670
Equity compensation plans not approved by stockholders:	—		—	—
Total	956,544			4,885,347

(1) Represents the number of Shares associated with outstanding options (161,320 Shares) and RSUs (795,224 Shares) under the

2018 Equity Incentive Plan. The number of Shares related to the RSUs are not included in the weighted-average exercise price in

column (b).

42

Table of Contents

PROPOSAL 2

ADVISORY PROPOSAL TO APPROVE THE

COMPANY’S NAMED EXECUTIVE OFFICER

COMPENSATION

This Proposal 2 requests an advisory stockholder vote on the compensation of our NEOs, as described in this Proxy

Statement. In addition to this Proposal 2, you should read the Compensation Discussion and Analysis beginning on page 22,

including the 2024 Summary Compensation Table on page 32 and the other related tables and narrative discussion

contained in this Proxy Statement before voting.

The Board recommends that you vote FOR this Proposal 2.

2025 “Say-on-Pay” Advisory Vote

The Dodd-Frank Act gives stockholders the opportunity to

cast an advisory vote on the compensation of our NEOs.

We ask that you please review the executive compensation

information in this Proxy Statement, including in

Compensation Discussion and Analysis beginning on page

22, and indicate your support for our NEO compensation

program by voting FOR the following resolution:

RESOLVED, that the Company’s stockholders approve, on

an advisory basis, the compensation of the named

executive officers, as disclosed in the Company’s Proxy

Statement for the 2025 Annual Meeting of Stockholders

pursuant to the compensation disclosure rules of the

Securities and Exchange Commission, including the

Compensation Discussion and Analysis, the 2024 Summary

Compensation Table and the other related tables and

narrative discussion contained in this Proxy Statemen t.

NEO Compensation and 2024 “Say-on-Pay” Advisory Vote

Our NEO compensation program is designed to provide

compensation that is fair, reasonable and competitive in

light of current market practices. Importantly, the program is

intended to align NEO compensation with both short- and

long-term corporate and executive performance goals, as

well as stockholders’ interests. The Compensation

Committee regularly reviews our NEO compensation

program against these objectives. We believe the

compensation paid to NEOs in 2024 achieves the goals of

our NEO compensation program and reflects the

Company’s strong financial performance in the same year.

At the 2024 annual meeting of stockholders, the advisory

“say-on-pay” vote received 90.3% approval from

stockholders (based on the number of votes cast). The

Compensation Committee believes this affirms our

stockholders’ support of our approach to executive

compensation. As a result, the Compensation Committee

did not make any significant changes to our NEO

compensation program for 2024.

43

Table of Contents

Key Stockholder Considerations

Advisory Vote Only

The outcome of this vote is advisory only. While the Board

and Compensation Committee value our stockholders’

opinions, the outcome of this vote does not bind or require

the Company, Compensation Committee or Board to take

specific action. To the extent there is any significant vote

against the NEO compensation as disclosed in this Proxy

Statement, the Compensation Committee will evaluate

whether any actions are necessary or appropriate to

address stockholder concerns.

Board and Compensation Committee Approval and

Recommendation

The Board and Compensation Committee believe that the

compensation paid to our NEOs is directly aligned with our

executive compensation philosophy, fully supports our

business goals and our operating plan and provides an

appropriate balance between risk and incentives. The

Board and the Compensation Committee recommend that

stockholders vote FOR this Proposal 2 to approve, on an

advisory basis, the compensation of the Company’s NEOs.

Required Stockholder Vote

An affirmative vote of the majority of the votes cast at the

Annual Meeting in person or by proxy is required to approve

this Proposal 2. Abstentions and broker non-votes will not

be counted as votes cast and will have no effect on the

outcome of this Proposal 2. The Proxies intend to vote

proxies received by them in favor of this proposal unless a

choice of “Against” or “Abstain” is specified.

44

Table of Contents

PROPOSAL 3

AUTHORIZATION OF THE COMPANY TO SELL OR

ISSUE SHARES OF ITS COMMON STOCK AT A

PRICE BELOW ITS THEN-CURRENT NAV PER

SHARE, SUBJECT TO THE CONDITIONS SET

FORTH IN THIS PROPOSAL

This Proposal 3 requests stockholder approval to authorize the Company to sell or issue Shares, in one or multiple public or

private offerings, at a purchase price below the then-current NAV during the 12-month period expiring on the anniversary of

the Annual Meeting, subject to the conditions and stockholder protections described herein. You should carefully read this

Proposal 3 in its entirety, including the section describing the risk of dilution, before voting.

The Board recommends that you vote FOR this Proposal 3.

Key Sections and Definitions

Key Sections	Page
Overview and Conditions of Below-NAV Sales	44
Reasons to Conduct Below-NAV Sales	45
Key Stockholder Considerations	46
Dilutive Effect of Below-NAV Sales on Stockholders	47
Trading History of the Shares	48
Tables	48

Key Definitions

ATM Program means the Company’s “at-the-market”

program pursuant to which it may sell up to a certain

number of Shares.

Below-NAV Sale means the sale or issuance of Shares, in

one or multiple public or private offerings, at a purchase

price below the then-current NAV during the Period.

Example Offering means the example offering described

on page 49.

Period means the 12-month period expiring on the

anniversary date of the Annual Meeting.

Required Majority of Directors means both a majority of

the Directors who have no financial interest.

in the transaction and a majority of the Independent

Directors. For this purpose, a Director will not be deemed to

have a financial interest in the transaction solely because

he or she owns Shares.

Non-Participating Existing Stockholder means an

existing stockholder who does not participate in a Below-

NAV Sale (or who does not buy additional Shares in the

secondary market at the same or lower price as the price of

Shares sold in the Below-NAV Sale, after expenses and

commissions).

Participating Existing Stockholder means an existing

stockholder who participates in a Below-NAV Sale (or who

buys additional Shares in the secondary market at the

same or lower price as the price of Shares sold in the

Below-NAV Sale, after expenses and commissions).

Overview and Conditions of Below-NAV Sales

The Board believes that it is in your best interest for the

Company to have flexibility – especially during periods of

volatility – to conduct Below-NAV Sales in order to access

the capital markets opportunistically, improve capital

resources, add financial flexibility to comply with regulatory

requirements and debt facility covenants, and compete

45

Table of Contents

more effectively for high quality investment opportunities,

including acquisitions of other companies or investment

portfolios.

The 1940 Act, however, imposes certain restrictions on the

Company’s ability to raise equity capital. Specifically, the

Company is generally prohibited from selling Shares at a

purchase price that is less than the Company’s then-current

NAV per share unless the Company has obtained

stockholder approval and satisfies certain other conditions

designed to protect stockholders. To illustrate, if the NAV

per share was $10 per share, the Company could not sell

Shares for less than $10 per share unless the Company

had stockholder approval to do so and satisfied certain

other conditions described below.

While the Company has no immediate plans to conduct a

Below-NAV Sale (other than as described below under Key

Stockholder Considerations – ATM Program ), we are

seeking stockholder approval now in order to maintain

access to the markets if the Board determines that one or

more Below-NAV Sales is in the best interests of the

Company and its stockholders. Such capital raises typically

must be undertaken quickly and do not afford us the time to

seek stockholder approval on a case-by-case basis.

This Proposal 3 requests your approval to allow the

Company the flexibility to sell or issue Shares, in one or

multiple public or private offerings, at a purchase price

below the then-current NAV during the Period (any such

sales or issuances, “ Below-NAV Sales ”), subject to

following conditions and stockholder protections:

• The number of Shares sold or issued in Below-NAV

Sale may not exceed 25% of the number of then-

current outstanding Shares.

• The purchase price of each Share sold in a Below-NAV

Sale may not be more than 25% below the then-current

NAV per Share.

• The Board will consider the potential dilutive effect of

any Below-NAV Sale when considering whether to

authorize any such Below-NAV Sale.

• The prospectus or offering memorandum pursuant to

which any Below-NAV Sale is conducted will include a

chart based on the actual number of Shares to be

offered, the purchase price of such Shares and the

actual discount of the purchase price relative to the

most recently determined NAV per Share.

• A Required Majority of Directors must determine that

each Below-NAV Sale is in the best interests of the

Company and its stockholders prior to approving any

such Below-NAV Sale.

• Prior to approving any Below-NAV Sale that will be

conducted as an underwritten offering, a Required

Majority of Directors, in consultation with the

underwriter(s) of the offering, must determine in good

faith, and as of a time immediately prior to the first

solicitation by or on behalf of the Company of firm

commitments to purchase Shares or immediately prior

to the Below-NAV Sale, that the price at which such

Shares are to be sold in the Below-NAV Sale is not

less than a price that closely approximates the market

value of the Shares, less any distributing commission

or discount.

Stockholder approval of this Proposal 3 in no way obligates

or guarantees that the Company will conduct any Below-

NAV Sales during the Period. Instead, stockholder approval

of this Proposal 3 grants the Company the flexibility to

conduct Below-NAV Sales during the Period as long as the

Company complies with the conditions and stockholder

protections described herein.

If this Proposal 3 is approved, no further authorization from

the stockholders will be solicited prior to the Company

conducting any Below-NAV Sale in accordance with the

terms described in this Proposal 3, including requisite

Board approval. The Board may determine to conduct

Below-NAV Sales in a registered public offering or in a

private placement either with or without an obligation to

seek to register their resale at the request of the holders.

The Board may also determine to use an underwriter or

placement agent to assist in conducting Below-NAV Sales if

it concludes that doing so would assist in marketing such

Shares on favorable terms.

Because the Company has no immediate plans to conduct

a Below-NAV Sale (other than as described below under

Key Stockholder Considerations – ATM Program ), it is not

possible to describe the transaction(s) in which such

Shares would be issued. Instead, the terms of any Below-

NAV Sale, including the nature of the transaction, the

amount of proceeds expected to be received by the

Company as a result of the Below-NAV Sale and the

expected use of any such proceeds, will be reviewed and

approved by the Board prior to the Below-NAV Sale being

conducted.

Reasons to Conduct Below-NAV Sales

There are a number of reasons why it may be in the best

interests of the Company and its stockholders for the

Company to conduct Below-NAV Sales. Certain of these

reasons are described below. However, if this Proposal 3 is

approved, the Board may in the future conclude that

circumstances beyond those detailed below warrant one or

more Below-NAV Sales.

Take Advantage of Investment Opportunities during

Volatile Market Conditions . We believe that opportunities

to invest at attractive risk-adjusted returns may be created

during periods of disruption and volatility. These market

conditions may create the opportunity to, among other

things, acquire other companies or investment portfolios at

attractive valuations. In order for the Company to take

advantage of any opportunities created by disruptive and

volatile periods, it must have the flexibility and capital

resources to move swiftly and efficiently. The ability to raise

equity capital through Below-NAV Sales is one way the

Company can prepare itself to take advantage of these

market opportunities.

46

Table of Contents

From time to time, global capital markets may experience

periods of disruption and instability. Significant global

events, such as the outbreak of COVID-19, the Russia-

Ukraine conflict, conflict in the Middle East and volatility in

the banking system in the United States and elsewhere and

international trade and relations have caused, and continue

to cause, overall economic and financial market instability.

These events have caused periodic disruptions in liquidity

in the debt capital markets, significant write-offs in the

financial services sector, the re-pricing of credit risk in the

broadly syndicated credit market and the failure of major

financial institutions. The availability of cost-effective debt

and equity capital for the market and financial services firms

was materially diminished. The Company experienced a

reduction of competition during these times as many

financial firms were unable to access capital to invest. In

addition, the common stock of many BDCs during this time

traded at prices below the BDCs’ NAVs. If a BDC in this

position had not previously obtained the approval of its

stockholders to sell common stock at a purchase price

below its NAV, it was hamstrung in its ability to raise equity

capital when it may have needed it most.

Having the ability to conduct Below-NAV Sales (subject to

the conditions described in this Proposal 3) can help ensure

that the Company is able to take advantage of investment

opportunities created by resulting market dislocation, even

during periods of liquidity and credit market disruption.

Preserve RIC Status while Funding Investments

Opportunistically . In order to continue to qualify as a RIC

and achieve pass-through tax treatment, the Company

generally must distribute substantially all of its earnings to

stockholders as distributions. This requirement prevents the

Company from retaining meaningful amounts of earnings to

support operations, including making investments into new

or existing portfolio companies. It is therefore important for

the Company to maintain consistent access to capital

through the debt and equity markets in order to take

advantage of investment opportunities as they arise.

Maintain a Favorable Debt-to-Equity Ratio . The 1940 Act

and certain of the Company’s debt facilities require the

Company to maintain a maximum 2:1 debt to equity ratio.

Exceeding this ratio can result in severely negative

consequences for the Company, including the inability to

pay stockholder distributions, breaching of debt covenants

and failure to qualify as a RIC. The Company does not

expect to exceed the debt-to-equity ratio through an

increase in debt. However, market conditions or events

beyond the Company’s control could cause stockholders’

equity value to decline in such a way that results in a debt-

to-equity ratio that exceeds the 2:1 limit. For example,

market volatility could cause the valuation of a portfolio

company to decline, the Company to sustain unrealized

losses with respect to that portfolio company and

stockholder equity to decrease in proportion to the

Company’s outstanding debt.

Issuing additional equity in this or a similar situation would

allow the Company to realign its debt-to-equity ratio and

potentially avoid negative consequences. Creating a more

favorable debt-to-equity ratio will generally also strengthen

the Company’s balance sheet, potentially improving the

Company’s access to debt capital markets and providing

even more flexibility for the Company to execute its

business strategy.

Avoid Less Favorable Methods of Capital Raising. If the

Company has the ability to conduct Below-NAV Sales, it

may not need to raise capital through less favorable means.

In a volatile economic market, the Company’s options for

raising capital may be limited. If the Company conducts

asset sales during these times, it may need to sell assets

that it would not otherwise sell and at times and prices that

are disadvantageous to the Company and stockholders.

During volatile times, debt capital, if available at all, may be

more costly to raise than equity capital and may come with

less favorable terms and conditions that it would in a stable

economic market. The ability to raise equity capital through

Below-NAV Sales provides the Company with an additional

capital raising option when such options are already limited.

Key Stockholder Considerations

Risk of Dilution

Stockholders will have no subscription, preferential or

preemptive rights to additional Shares proposed to be

authorized for issuance pursuant to this Proposal 3 and

therefore any future issuance of Shares in a Below-NAV

Sale will dilute such stockholders’ holdings of Shares as a

percentage of Shares outstanding to the extent such

stockholders do not purchase sufficient shares of Shares in

the Below-NAV Sale or otherwise to maintain their

percentage interest. See Dilutive Effect of a Below-NAV

Sale on Stockholders , below.

ATM Program

As previously disclosed to stockholders, the Company may

sell up to a certain number of Shares in an “at-the-market”

program (the “ ATM Program ”). If Proposal 3 is approved by

stockholders and the Board determines that it is in the

Company’s and its stockholders’ best interest for Below-

NAV Sales to be conducted as part of the ATM Program,

the Company will take appropriate steps to effect such

Below-NAV Sales, including, as necessary or appropriate,

amending public disclosures relating to the ATM Program.

Board Approval and Recommendation

The Board believes that it is in your best interest for the

Company to have flexibility – especially during periods of

volatility – to conduct Below-NAV Sales in order to access

the capital markets opportunistically, improve capital

resources, add financial flexibility to comply with regulatory

requirements and debt facility covenants, and compete

more effectively for high quality investment opportunities,

including acquisitions of other companies or investment

portfolios.

47

Table of Contents

The Board recommends that stockholders vote FOR this

Proposal 3 to authorize the Company to conduct Below-

NAV Sales, subject to the conditions and stockholder

protections described herein.

Required Stockholder Vote

The affirmative vote of holders of at least a “majority of

outstanding shares” (as defined in the 1940 Act) of (i) the

Shares and (ii) the Shares held by persons that are not

affiliated persons of the Company, is required to approve

this proposal. Under the 1940 Act, the vote of holders of a

“majority of outstanding shares” means the vote of the

holders of the lesser of (a) 67% or more of the outstanding

Shares present or represented by proxy at the Annual

Meeting if the holders of more than 50% of the Shares are

present or represented by proxy or (b) more than 50% of

the outstanding Shares. Abstentions and broker non-votes,

if any, will have the effect of a vote against this Proposal 3.

The Proxies intend to vote proxies received by them FOR

this Proposal 3 unless a choice of “Against” or “Abstain” is

specified.

Dilutive Effect of a Below-NAV Sale on Stockholders

The following three sections and Tables 3.1 and 3.2 explain

and provide hypothetical examples of the impact of a

Below-NAV Sale conducted by way of a public offering

described below (the “ Example Offering ”) on Non-

Participating Existing Stockholders and Participating

Existing Stockholders. These examples are provided for

illustrative purposes only. It is not possible to predict the

level of market price decline that may occur during any

Below-NAV Sale.

A Below-NAV Sale conducted by way of a private

placement of Shares would have an impact substantially

similar to the impact described below under Impact on Non-

Participating Existing Stockholders .

Regardless of level of participation, all stockholders

(including those who become stockholders by acquiring

Shares in a Below-NAV Sale) will be subject to the risk that

the Company may make Below-NAV Sales in which they do

not participate to some or any degree. Any stockholder that

does not purchase any Shares in any sale by the Company

of its Shares (regardless of whether the Shares are sold at,

above or below NAV) will decrease their percentage interest

in the Company and experience the dilution described

below. All stockholders may also experience a decline in the

market price of the Shares they own, which often reflects

announced or potential increases and decreases in the

Company’s NAV. This decrease could be more pronounced

as the size of any Below-NAV Sale and level of purchase

price discount from NAV increases.

48

Table of Contents

Impact of a Below-NAV Sale on Non-Participating Existing Stockholders

Non-Participating Existing Stockholders face the greatest

potential risks. Non-Participating Existing Stockholders will

experience an immediate dilution in the NAV of the Shares

they own and will experience a disproportionately greater

decrease in their participation in the Company’s earnings

and assets and stockholder voting power as related to the

increase the Company will experience in its assets,

potential earning power and voting interests as a result of

the Shares sold in a Below-NAV Sale.

Table 3.1 illustrates the level of dilution experienced by a

Non-Participating Existing Stockholder who owns 30,000

Shares (or 1.0% of Shares outstanding) prior to an Example

Offering in which the Company sells a number of Shares

equal to 5%, 10%, 20% and 25% of Shares outstanding,

respectively, at a purchase price per Share equal to a 5%,

10%, 20% or 25% discount from NAV per Share,

respectively.

Impact of a Below-NAV Sale Participating Existing Stockholders

Participating Existing Stockholders will generally experience

the same types of NAV dilution as Non-Participating

Existing Stockholders, although to a lesser degree

depending on the number of Shares a Participating Existing

Stockholder purchases in or concurrently with the Below-

NAV Sale. The amount of dilution a Participating Existing

Stockholder will experience is inversely proportional to the

number of Shares purchased in a Below-NAV Sale. This

means that if a Participating Existing Stockholder

purchases at least the same percentage of Shares offered

in the Below-NAV Sale as the percentage of Shares such

stockholder owns prior to the Below-NAV Sale, the

stockholder should not experience dilution because the

stockholder’s overall percentage ownership in the Company

will not change as a result of the Below-NAV Sale. If a

stockholder purchases less than his or her proportionate

percentage in a Below-NAV Sale, the stockholder will

experience dilution in the NAV of the Shares owned and will

experience a disproportionately greater decrease in his or

her participation in the Company’s earnings and assets and

stockholder voting power as related to the increase the

Company will experience in its assets, potential earning

power and voting interests as a result of the Shares sold in

a Below-NAV Sale.

By contrast, if a stockholder purchases more than his or her

proportionate percentage of Shares offered in a Below-NAV

Sale, the stockholder will generally experience accretion in

NAV over his or her investment per Share and will

experience a disproportionately greater increase in his or

her participation in the Company’s earnings and assets and

stockholder voting power as related to the increase the

Company will experience in its assets, potential earning

power and voting interests as a result of the Shares sold in

a Below-NAV Sale. The level of accretion in NAV will

increase as the excess number of Shares purchased by the

stockholder increases.

Table 3.2 illustrates the level of dilution and accretion

experienced by a Participating Existing Stockholder who

owns 30,000 Shares (or 1.0% of Shares outstanding) prior

to an Example Offering in which the Company sells a

number of Shares equal to 20% of its outstanding Shares at

a purchase price equal to a 20% discount from NAV per

Share. The table shows the impact on the stockholder if he

or she acquires (i) 3,000 Shares (or 50% of his or her

proportionate percentage of the Example Offering) and (ii)

9,000 Shares (or 150% of his or her proportionate

percentage of the Example Offering).

Trading History of the Shares

Table 3.3 sets forth, for each fiscal quarter during the last

three fiscal years and the first quarter of the current fiscal

year, the Company’s NAV, the range of high and low closing

sales prices of the Shares as reported on the NYSE and the

closing sales price as a premium (or discount) to NAV. On

April 17, 2025, the last reported closing sales price of the

Shares on the NYSE was $17.54 per Share, which

represented a premium of approximately 50.4% to the NAV

reported by the Company as of December 31, 2024.

Tables

In Tables 3.1 and 3.2 , the Example Offering assumes that the Company has 3,000,000 Shares outstanding, $40,000,000 in

total assets and $10,000,000 in total liabilities. The current NAV and NAV per Share are therefore $30,000,000 and $10.00,

respectively.

49

Table of Contents

Table 3.1 (Impact of Example Offering on Non-Participating Existing Stockholders)

	Prior to Sale Below NAV	Example 1		Example 2		Example 3		Example 4
		5% Offering at 5% Discount		10% Offering at 10% Discount		20% Offering at 20% Discount		25% Offering at 25% Discount
		Following Sale	% Change	Following Sale	% Change	Following Sale	% Change	Following Sale	% Change
Offering Price
Price per Share to Public (1)		$ 10.00	—	$ 9.47	—	$ 8.42	—	$ 7.89	—
Net Proceeds per Share to Issuer		$ 9.50	—	$ 9.00	—	$ 8.00	—	$ 7.50	—
Decrease to Net Asset Value
Total Shares Outstanding	3,000,000	3,150,000	5.00%	3,300,000	10.00%	3,600,000	20.00%	3,750,000	25.00%
Net Asset Value per Share $	$ 10.00	$ 9.98	-0.20%	$ 9.91	-0.90%	$ 9.67	-3.30%	$ 9.50	-5.00%
Dilution to Nonparticipating Stockholder
Shares Held by Stockholder A	30,000	30,000	0.00%	30,000	0.00%	30,000	0.00%	30,000	0.00%
Percentage Held by Stockholder A	1.00%	0.95%	-4.76%	0.91%	-9.09%	0.83%	-16.67%	0.80%	-20.00%
Total Net Asset Value Held by Stockholder A	$ 300,000	$ 299,400	-0.20%	$ 297,300	-0.90%	$ 290,100	-3.30%	$ 285,000	-5.00%
Total Investment by Stockholder A (Assumed to Be $10.00 per Share)	$ 300,000	$ 300,000		$ 300,000		$ 300,000		$ 300,000
Total Dilution to Stockholder A (Total Net Asset Value Less Total Investment)		$ (600)		$ (2,700)		$ (9,900)		$ (15,000)
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)	$ 10.00	$ 10.00	0.00%	$ 10.00	0.00%	$ 10.00	0.00%	$ 10.00	0.00%
Net Asset Value per Share Held by Stockholder A		$ 9.98		$ 9.91		$ 9.67		$ 9.50
Dilution per Share Held by Stockholder A (Net Asset Value per Share Less Investment per Share)		$ (0.02)		$ (0.09)		$ (0.33)		$ (0.50)
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)			-0.20%		-0.90%		-3.30%		-5.00%

(1) Assumes 5% in selling compensation and expenses paid by Company.

50

Table of Contents

Table 3.2 (Impact of Example Offering on Participating Existing Stockholders)

	Prior to Sale Below NAV	50% Participation — Following Sale	% Change	150% Participation — Following Sale	% Change
Offering Price
Price per Share to Public (1)		$ 8.42		$ 8.42
Net Proceeds per Share to Issuer		$ 8.00		$ 8.00
Decrease/Increase to Net Asset Value
Total Shares Outstanding	3,000,000	3,600,000	20.00%	3,600,000	20.00%
Net Asset Value per Share	$ 10.00	$ 9.67	-3.33 %	$ 9.67	-3.33 %
Dilution/Accretion to Participating Stockholder Shales Held by Stockholder A
Shares Held by Stockholder A	30,000	33,000	10.00 %	39,000	30.00 %
Percentage Held by Stockholder A	1.00%	0.92%	-8.33%	1.08%	8.33%
Total Net Asset Value Held by Stockholder A	$ 300,000	$ 319,000	6.33 %	$ 377,000	25.67 %
Total Investment by Stockholder A (Assumed to Be $10.00 per Share on Shares Held Prior to Sale)		$ 325,260		$ 375,780
Total Dilution/Accretion to Stockholder A (Total Net Asset Value Less Total Investment)		$ (6,260)		$ 1,220
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)	$ 10.00	$ 9.86	-1.44 %	$ 9.64	-3.65 %
Net Asset Value per Share Held by Stockholder A		$ 9.67		$ 9.67
Dilution/Accretion per Share Held by Stockholder A (Net Asset Value per Share Less Investment per Share)		$ (0.19)		$ 0.03
Percentage Dilution/Accretion to Stockholder A (Dilution/ Accretion per Share Divided by Investment per Share)			-1.92 %		0.32 %

(1) Assumes 5% in selling compensation and expenses paid by the Company.

51

Table of Contents

Table 3.3 (Trading History of the Shares)

	NAV (1)	Price Range — High	Low	High Sales Price Premium (Discount) to NAV (2)	Low Sales Price Premium (Discount) to NAV (2)
2022
First quarter	$ 10.82	$ 18.23	$ 16.65	68.5 %	53.0 %
Second quarter	$ 10.43	$ 18.91	$ 12.82	81.3 %	22.9 %
Third quarter	$ 10.47	$ 16.13	$ 11.45	54.1 %	9.4 %
Fourth quarter	$ 10.53	$ 14.92	$ 11.59	41.7 %	10.1 %
2023
First quarter	$ 10.82	$ 16.24	$ 11.56	50.1 %	6.8 %
Second quarter	$ 10.96	$ 15.08	$ 12.38	37.6 %	13.0 %
Third quarter	$ 10.93	$ 18.02	$ 14.86	64.9 %	36.0 %
Fourth quarter	$ 11.43	$ 16.93	$ 15.09	48.2 %	32.1 %
2024
First quarter	$ 11.63	$ 18.77	$ 16.67	61.4 %	43.3 %
Second quarter	$ 11.43	$ 19.92	$ 17.07	74.3 %	49.3 %
Third quarter	$ 11.40	$ 21.67	$ 17.71	90.1 %	55.4 %
Fourth quarter	$ 11.66	$ 20.22	$ 18.53	73.4 %	58.9 %
2025
First quarter	$ *	$ 22.04	$ 17.93	*	*
Second quarter (through April 17, 2025)	$ *	$ 19.10	$ 16.24	*	*

(1) NAV is determined as of the last day in the relevant quarter and therefore may not reflect NAV on the date of the high and low

closing sales prices. The NAVs shown are based on outstanding Shares at the end of the relevant quarter.

(2) Calculated as the respective high or low closing sales price less NAV, divided by NAV (in each case as of the applicable quarter).

• NAV has not yet been calculated for the period.

52

Table of Contents

PROPOSAL 4

RATIFICATION OF SELECTION OF INDEPENDENT

PUBLIC ACCOUNTANT FOR THE FISCAL YEAR

ENDING DECEMBER 31, 2025

This Proposal 4 requests stockholder ratification of the Audit Committee’s and the Independent Directors’ selection of

PricewaterhouseCoopers LLP to serve as the Company’s independent public accountant for the fiscal year ending

December 31, 2025. You should carefully read this Proposal 4 in its entirety before voting.

The Board recommends that you vote FOR this Proposal 4.

Key Sections

Key Sections	Page
Background	53
Key Stockholder Considerations	53
Principal Accountant Fees and Services	53
Pre-Approval Policy	54
AUDIT COMMITTEE REPORT	55

53

Table of Contents

Background

The Company’s Audit Committee and the Independent Directors have selected PwC to serve as the Company’s independent

public accountant for the fiscal year ending December 31, 2025. This selection is subject to the ratification or rejection by

stockholders.

Key Stockholder Considerations

Auditor Independence and Engagement

During the two most recent fiscal years, neither the

Company nor any person on its behalf has consulted with

PwC with respect to either (i) the application of accounting

principles to a specified transaction, either completed or

proposed, or the type of audit opinion that might be

rendered on our consolidated financial statements or (ii)

any matter that was either the subject of a “disagreement”

or a “reportable event” as such terms are described in Items

304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K

under the Exchange Act.

PwC has advised us that neither the firm nor any present

member or associate of it has any material financial

interest, direct or indirect, in the Company or its affiliates. It

is expected that a representative of PwC will be present at

the Annual Meeting, will have an opportunity to make a

statement if he or she chooses and will be available to

answer questions.

Stockholders should review the below sections entitled

Principal Accountant Fees and Services and Pre-Approval

Policy , as well as the Audit Committee Report included in

this Proxy Statement, when considering how to vote on this

Proposal 4.

Board Approval and Recommendation

The Board believes that it is in your best interest for PwC to

serve as the Company’s independent public accountant for

the fiscal year ending December 31, 2025. The Board

recommends that stockholders vote FOR this Proposal 4.

Required Stockholder Vote

An affirmative vote of the majority of the votes cast at the

Annual Meeting in person or by proxy is required to approve

this Proposal 4. Abstentions will not be counted as votes

cast and will have no effect on the outcome of this Proposal

1. The Proxies intend to vote proxies received by them in

favor of this proposal unless a choice of “Against” or

“Abstain” is specified.

This Proposal 4 is a routine matter. As a result, if you

beneficially own your Shares and you do not provide your

broker, bank or nominee with voting instructions, then your

broker, bank or nominee will be able to vote your Shares

with respect to this Proposal 4 on your behalf.

Principal Accountant Fees and Services

Table 4.1 sets forth the aggregate fees charged to us by

PwC, as our independent public accountant, for work

attributable to the 2024 and 2023 audit, tax and other

services described below.

Audit Fees. Audit fees include fees for services that

normally would be provided by the accountant in connection

with statutory and regulatory filings or engagements and

that generally only the independent accountant can provide.

In addition to fees for the audit of our annual financial

statements, the audit of the effectiveness of our internal

control over financial reporting and the review of our

quarterly financial statements in accordance with generally

accepted auditing standards, this category contains fees for

comfort letters, statutory audits, consents, and assistance

with and review of documents filed with the SEC.

Audit-Related Fees. Audit related fees are assurance

related services that traditionally are performed by the

independent accountant, such as attest services that are

not required by statute or regulation.

Tax Fees. Tax fees in fiscal years 2024 and 2023 include

professional fees for tax compliance and tax advice.

All Other Fees. Fees for other services would include fees

for products and services other than the services reported

above. Our Audit Committee has considered the

compatibility of non-audit services with the auditor’s

independence.

Aggregate Other Fees. The aggregate non-audit fees,

comprising Tax Fees and All Other Fees below, billed by our

independent public accountant for the fiscal years ended

December 31, 2024 and 2023 were $0.1 million and $0.1

million, respectively.

Table 4.1

	Fiscal Year Ended (in millions) — 2024	2023
Audit Fees	$ 1.7	$ 1.4
Audit-Related Fees	—	0.2
Tax Fees	0.1	0.1
All Other Fees	—	—
Total Fees:	$ 1.8	$ 1.7

54

Table of Contents

Pre-Approval Policy

All services rendered by PwC were permissible under

applicable laws and regulations and were pre-approved by

the Audit Committee for 2024 and 2023, as applicable, in

accordance with its pre-approval policy. The Audit

Committee has established a policy regarding the pre-

approval of all audit and permissible non-audit services

provided by our independent auditors. The policy requires

the Audit Committee to approve each audit or non-audit

engagement or accounting project involving the

independent auditors and the related fees, prior to the

commencement of the engagement or project to make

certain that the provision of such

services does not adversely affect the firm’s independence.

Approval of such engagement is provided at regularly

scheduled meetings of the Audit Committee. However, the

Audit Committee may delegate pre-approval authority to the

Audit Committee or any of the Audit Committee members

who is an Independent Director, so long as the estimated

fee for the particular service for which pre-approval is

sought does not exceed $100,000. Our Audit Committee

does not delegate its responsibilities to pre-approve

services performed by the independent public accountant to

management.

55

Table of Contents

Audit Committee Report

Management is responsible for our internal controls and the financial reporting process. The independent auditors are

responsible for performing an independent audit of our financial statements in accordance with auditing standards generally

accepted in the United States and expressing an opinion on the conformity of those audited financial statements in

accordance with accounting principles generally accepted in the United States. Our Audit Committee’s responsibility is to

monitor and oversee these processes. Our Audit Committee is also directly responsible for the appointment, compensation

and oversight of our independent registered public accounting firm.

We have reviewed and discussed with management and PwC our audited financial statements. Management has

represented to our Audit Committee that our financial statements were prepared in accordance with accounting principles

generally accepted in the United States.

We discussed with PwC the overall scope and plan for their audit. We met with PwC with and without management present,

to discuss the results of its examination, its evaluation of the Company’s internal controls, and the overall quality of our

financial reporting.

We have reviewed and discussed with PwC matters required to be discussed pursuant to the PCAOB Auditing Standard

1301 “Communications with Audit Committees” and Rule 2-07 of Regulation S-X, “Communications with Audit Committees.”

We have received from PwC the written disclosures and letter required by the applicable requirements of the PCAOB

regarding PwC’s communications with the Audit Committee concerning independence. We have discussed with PwC

matters relating to its independence, including a review of both audit and non-audit fees, and considered the compatibility of

non-audit services with PwC’s independence.

Conclusion

Based on our Audit Committee’s review and discussions referred to above, our Audit Committee recommended that our

Board include the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024

for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE MEMBERS

Wade Loo, Chair

Robert P. Badavas

Pam Randhawa

Nikos Theodosopoulos

The Audit Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by

reference into any other Company filing under the Securities Act or the Exchange Act except to the extent that the Company

specifically incorporates the Audit Committee Report by reference therein.

56

Table of Contents

STOCKHOLDER PROPOSALS

A stockholder who intends to present a proposal at the

Company’s 2026 annual meeting of stockholders pursuant

to Rule 14a-8 under the Exchange Act must ensure that

notice of such proposal is received at the Company’s

principal executive office at 1 North B Street, Suite 2000,

San Mateo, California 94401 on or before December 25,

2025, and that such proposal complies with all applicable

requirements of Rule 14a-8. The submission of a proposal

does not guarantee its inclusion in the Company’s 2026

proxy statement or presentation at the 2026 annual meeting

of stockholders.

In addition, any stockholder who intends to propose a

nominee to the Board or propose any other business to be

considered by the stockholders at the Company’s 2026

annual meeting (other than a stockholder proposal to be

included in the Company’s proxy materials pursuant to Rule

14a-8) must comply with the advance notice provisions and

other requirements of our Amended and Restated Bylaws, a

copy of which is on file with the SEC and may be obtained

from the Company’s Corporate Secretary upon request.

Any such proposals must be sent to the Corporate

Secretary at Hercules Capital, Inc., 1 North B Street,

Suite 2000, San Mateo, California 94401.

The advance notice provisions of our Amended and

Restated Bylaws require that nominations of persons for

election to the Board and proposals of other business to be

considered by the stockholders at the 2026 annual meeting

must be made in writing and submitted to our Corporate

Secretary at the address above no earlier than November

25, 2025 and no later than December 25, 2025 and must

otherwise be a proper matter for action by the stockholders.

Any stockholder seeking to submit a proposal should review

the Company’s Amended and Restated Bylaws, which

contain additional requirements about advance notice of

stockholder proposals and director nominations, including

but not limited to the different notice submission date

requirements in the event that the date of the 2026 annual

meeting is more than 30 days before or after June 18,

1. The above procedures and requirements are only a

summary of the provisions in the Amended and Restated

Bylaws regarding stockholder nominations of directors and

proposals of business to be considered by stockholders.

Please refer to the Amended and Restated Bylaws for more

information on stockholder proposal requirements.

By Order of the Board,

Kiersten Zaza Botelho

Corporate Secretary

57

Table of Contents

QUESTIONS AND ANSWERS

We have provided answers to certain frequently asked questions below. If you have any further questions about how to

authorize a proxy to cast your vote, the Annual Meeting or about this Proxy Statement generally, please contact Michael

Hara, Managing Director of Investor Relations and Corporate Communications, at (650) 433-5578 or mhara@htgc.com or

Kiersten Zaza Botelho, Corporate Secretary, at (617) 314-9973 or kbotelho@htgc.com .

1. Why did I receive this Proxy Statement?

You received this Proxy Statement because you owned

Shares of Hercules Capital, Inc., a publicly-traded, internally

managed BDC, as of the close of business on April 17,

1. The Company is required to hold an annual meeting

of its stockholders and provide you, our stockholder, with

information about the meeting and the proposals we are

asking you to vote on at the meeting. This Proxy Statement

relates to our Annual Meeting, which will be held virtually on

June 18, 2025 at 9:00 a.m., Eastern Time at the website

address located on the Notice of 2025 Annual Meeting.

Throughout the Proxy Statement, you will find information

about the 4 proposals we are asking you to vote on at the

Annual Meeting.

1. How do I vote?

Included with this Proxy Statement is either a separate

proxy card or voter instruction form that contains the

information you need to cast your vote by mail, phone or

online. Additional information on how to vote is located on

page 1 of this Proxy Statement. If you received more than

one proxy card, it means your Shares are registered in

more than one name or are registered in different accounts.

Please be sure to vote using every proxy card you receive

in order to make sure all of your Shares are voted. Each

Share that you owned as of the close of business on April

17, 2025 entitles you to one vote on each of the 4 proposals

to be voted on at the Annual Meeting. As of April 17, 2025,

there were 175,420,455 Shares outstanding. If any other

matters are presented at the Annual Meeting, the persons

named in the proxy card as proxy holders are authorized to

vote on the additional matters as they may determine.

1. What happens if I do nothing (aka choose not to vote)?

Your vote is significant. If many stockholders choose not

to vote, the Company might not receive enough votes to

reach quorum and conduct the required Annual Meeting. If

that appears likely to happen, the Company may have to

send additional mailings to stockholders to try to get more

votes—a process that costs more money for the Company

and thus for you as a stockholder.

We cannot conduct any business at the Annual Meeting

unless a quorum of stockholders is present at the meeting

– meaning generally that stockholders who collectively hold

a majority of our outstanding Shares have voted or

authorized a proxy to vote on their behalf. Abstentions and

broker non-votes (see Question 7, below) will be treated as

Shares present for determining whether we have a quorum.

If we do not have a quorum, the chairman of the Annual

Meeting may adjourn the meeting to a later date to allow

additional time for stockholders to vote.

If we receive enough votes to reach quorum, but you have

not voted or authorized a proxy to vote your Shares, your

Shares generally will not be voted at the Annual Meeting. If

you hold your Shares in “street name” (meaning you hold

your Shares in a bank or brokerage account or with another

nominee), your Shares may be voted on your behalf on

Proposal 4 but not on any of the other proposals.

1. May I change my vote or revoke my proxy?

If you are a registered stockholder, you may revoke or

change your proxy at any time before the Annual Meeting

by notifying the Corporate Secretary in writing at the

address on page 10 of this Proxy Statement, returning a

signed proxy with a later date, submitting an electronic

proxy as of a later date or by virtually attending and voting

at the Annual Meeting. Just attending the Annual Meeting,

without any other action, will not revoke a previously-

submitted proxy. If your Shares are held in “street name,”

you will need to contact the bank, broker or other nominee

with which you hold your Shares for instructions on how to

change your vote.

1. What is householding?

If you hold Shares in “street name,” the banks, broker or

other nominee with whom you hold your Shares may be

“householding” our Proxy Statements, annual reports and

related materials. “Householding” means that only one copy

of these documents is sent to multiple stockholders living in

the same household. If you would like to receive your own

set of our Proxy Statements, annual reports and related

materials, or if you share an address with another Hercules

stockholder and you both would like to receive only a single

set of these documents, please contact your bank, broker

or other nominee.

1. What is the vote required for each proposal?

Please see page ii of this Proxy Statement for the vote

required for each proposal to pass.

1. What are abstentions and “broker non-votes”?

An abstention represents action by a stockholder to refrain

from voting “for” or “against” a proposal. “Broker non-votes”

represent votes that are not cast on a non-routine matter by

a broker that is present (in person or by proxy) at the

meeting because the Shares entitled to cast the votes are

held in street name, the broker lacks discretionary authority

to vote the Shares and the broker has not received voting

instructions from the beneficial owner.

1. Who is paying for the costs of soliciting these proxies?

The Company is paying all of the costs associated with the

Annual Meeting, including the preparation, assembly,

printing and mailing of this Proxy Statement, the proxy card

and any additional information furnished to stockholders.

The Company may solicit votes by phone, fax or other

electronic means of communication, or in person. We have

has also retained Broadridge Financial Services Inc. to

58

Table of Contents

assist in the solicitation of proxies for estimated fees of

$ 92,000 plus out-of-pocket expenses.

9. Do stockholders have dissenters’ or appraisal rights?
Stockholders have no dissenters’ or appraisal rights in connection with any of the proposals described herein.
10. How do I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced live at the

Annual Meeting. Final voting results will be published on a

Form 8-K that is filed with the SEC shortly after the Annual

Meeting.

Table of Contents

Table of Contents