DEF 14A of Hercules Capital, Inc., Apr 23, 2026

DEF 14A of Hercules Capital, Inc.

Filed Apr 23, 2026 · FY20250001280784-26-000015

Open on EDGAR

  1. TABLE OF CONTENTS

    | Summary Compensation Table | 27 | | Grants of Plan Based Awards in 2025 | 27 | | Outstanding Equity Awards at Fiscal Year End, December 31, 2025 | 28 | | Options Exercised and Stock Vested in 2025 | 29 | | Potential Payments upon Termination or Change in Control | 29 | | CEO Pay Ratio | 30 | | Pay vs. Performance | 30 | | Independent Director Compensation | 34 | | Equity Compensation Plan Information | 34 | | PROPOSAL 2: ADVISORY PROPOSAL TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 35 | | 2026 “Say-on-Pay” Advisory Vote | 35 | | NEO Compensation and 2025 “Say-on-Pay” Advisory Vote | 35 | | Key Stockholder Considerations | 35 | | PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION | 36 | | Background | 36 | | Key Stockholder Considerations | 36 | | PROPOSAL 4: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE HERCULES CAPITAL, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN | 37 | | Key Stockholder Considerations | 37 | | Outstanding Awards | 37 | | Promotion of Good Corporate Governance Practices | 38 | | Changes to the Plan | 38 | | Summary of the Plan | 38 | | SEC Order and Limitations on Awards | 41 | | Certain Federal Income Tax Considerations | 42 | | New Plan Benefits | 43 | | Registration with the SEC | 43 | | PROPOSAL 5: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE HERCULES CAPITAL, INC. 2018 NON-EMPLOYEE DIRECTOR PLAN | 44 | | Key Stockholder Considerations | 44 | | Outstanding Awards | 44 | | Changes to the Director Plan | 44 | | Summary of the Director Plan | 44 | | SEC Order and Limitations on Awards | 46 | | Certain Federal Income Tax Considerations | 47 | | New Plan Benefits | 47 | | PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026 | 49 | | Key Stockholder Considerations | 49 | | Principal Accountant Fees and Services | 49 | | Pre-Approval Policy | 50 | | AUDIT COMMITTEE REPORT | 51 | | STOCKHOLDER PROPOSALS | 52 | | PRIVACY NOTICE | 53 | | ANNEX A | A-1 | | ANNEX B | B-1 |

  2. Directors

    Directors

  3. 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(2) | | DeAnne Aguirre (65) | Independent Director | Class III Director since 2022 | | EPAM Systems, Inc. (NYSE: EPAM) since 2023. | | Robert P. Badavas (73) | Director Nominee and Lead Independent Director | Class I Director since 2006 | President of Petros Ventures, Inc. since September 2016. | — | | Scott Bluestein (47) | 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. | — | | Gayle Crowell (75) | Independent Director | Class II Director since 2019 | Independent Business Consultant since 2019. | Envestnet (formerly NYSE: ENV) from 2016 to 2024. | | Thomas J. Fallon (64) | Independent Director | Class II Director since 2014 | Executive Vice President - Business Development of Sanmina Corporation since 2022. | — | | Wade Loo (65) | 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. | — | | Nikos Theodosopoulos (63) | Independent Director | Class II Director since 2014 | Independent director, advisor, consultant and angel investor in the technology industry. | Arista Networks (NYSE: ANET) from 2014 to 2023, Harmonic (Nasdaq: HLIT) from 2015 to 2022, Adtran Holdings (Nasdaq: ADTN) since 2022. |

  4. Directors

    (1) The address for each director is c/o Hercules Capital, Inc., 1 North B Street, Suite 2000, San Mateo, CA 94401. (2) No director otherwise services as a director of an investment company subject to the 1940 Act. Robert P. Badavas has served on the Board since March 2006 and was appointed Lead Independent Director and Chairman of the Board in 2017 and 2019, respectively. He serves as President of Petros Management Advisors (formerly Petros Ventures, Inc.), a management and advisory services firm, from 2009 to 2011 and since 2016. Mr. Badavas served as Chairman and Chief Executive Officer of PlumChoice, Inc., a technology services and software company, from 2011 to 2016. Mr. Badavas served as President and Chief Executive Officer of TAC Worldwide from 2005 through 2009, and was Executive Vice President and Chief Financial Officer of TAC Worldwide from 2003 to 2005. Prior to joining TAC Worldwide, Mr. Badavas served as Senior Partner and Chief Operating Officer of Atlas Venture, an international venture capital firm, from 2001 to 2003. He also served as Chief Executive Officer of Cerulean Technology, Inc., a venture capital-backed wireless application software company, from 1995 to 2001. Mr. Badavas served on the board of directors of Constant Contact, Inc., including as chairman of the audit committee, until its acquisition by Endurance International Group Holdings, Inc. in 2016. Mr. Badavas serves on the board of directors of Polyvinyl Films, Inc., a leading manufacturer and distributor of food-grade film products for consumer, retail and food-service markets worldwide, since 2019. Mr. Badavas is a Trustee Emeritus of Bentley University (2005-2019), having served as Board Chair (2018-2019) and Vice Chair (2013-2018). He holds a Master Professional Director Certification from the American College of Corporate Directors and a National Association of Corporate Directors Certification. Mr. Badavas is a graduate of Bentley University with a BS in Accounting and Finance. DeAnne Aguirre was appointed to the Board as an independent director in June 2022. Ms. Aguirre is an experienced corporate executive and board director with more than 30 years in senior leadership managing large and complex domestic and international business units. Ms. Aguirre currently serves as a member of the board of directors of EPAM Systems, Inc. (NYSE: EPAM), a leading digital transformation services and product engineering company, since 2023, and as a member of the board of directors of Cisive, a global technology-enabled compliance solutions company, since 2022. She served as North America Managing Partner and Health Industries Leader at Strategy&, a PwC Network Company, and Healthcare Strategy Leader for the strategy consulting business, from 2015 to 2020. From 1991 to 2015, Ms. Aguirre held various positions at Booz & Co./Booz Allen Hamilton, including Technology Leader of the Southern Cone based in Brazil and Co-leader of the Organization and Strategic Leadership Business. She also served on the global board of directors at Booz & Co./Booz Allen Hamilton from 1998 to 2007. Ms. Aguirre is a member of the National Association of Corporate Directors (NACD) and Women Corporate Directors (WCD). Ms. Aguirre received her Bachelor of Science in Mathematics, with emphasis in Computer Science, from Fort Hays State University and her Master of Science in Business Administration from the Stanford University Graduate School of Business. Gayle Crowell was appointed to the Board as an independent director in February 2019. Ms. Crowell has been an Independent Business Consultant since 2019. She previously served as Senior Operating Consultant at Warburg Pincus, a leading global private equity firm, from 2001 to 2019. Prior to Warburg Pincus, Ms. Crowell held executive roles at leading software companies, including as President and CEO of RightPoint Software (acquired by E.piphany), Senior Vice President and General Manager of ViewStar (acquired by Mosaix), Group Director at Oracle Corporation, and Vice President of Sales at DSC and Cubix Corporation. She currently serves as a board member of Pliant Therapeutics (PLRX) (since 2019), and as Executive Chair of Instinct Science (since 2022) and Centerbase (since 2022), and as Lead Director of Fexa (since 2023). She previously served on the board of Envestnet, Inc. (NYSE: ENV) from 2016 to 2024, and GTreasury from 2021 to 2023. Ms. Crowell is a member of the National Association of Corporate Directors (NACD) and Women Corporate Directors (WCD). Ms. Crowell received her BS in Education from the University of Nevada at Reno. Thomas J. Fallon was appointed to the Board as an independent director in 2014. Since 2022, Mr. Fallon has served as Executive Vice President - Business Development at Sanmina Corporation, an American electronics manufacturing services provider. Mr. Fallon previously served as Chief Executive Officer of Infinera Corporation, a global supplier of innovative networking solutions, from 2010 to 2020, and as a member of its board from 2009 to 2022. From 2006 to 2009, Mr. Fallon served as Infinera's Chief Operating Officer, and prior to that as Vice President of Engineering and Operations. Before joining Infinera, Mr. Fallon served in various executive positions at Cisco Systems, Inc. from 1991 to 2004, including as Vice President, Corporate Quality and Development Operations, and as General Manager of its Optical Transport Business Unit. Mr. Fallon is an Engineering Advisory Board Emeritus Member of the Cockrell School at the University of Texas at Austin, and a Member of the Technical Advisory Board of Quantumscape. Mr. Fallon holds a BS in Mechanical Engineering and an MBA from the University of Texas at Austin. Wade Loo was appointed to the Board as an independent director in July 2021. Mr. Loo is a retired audit partner of KPMG LLP, where he served as Partner in Charge of KPMG's Northern California Audit Business Unit and led the firm's Audit Committee Institute activities in Silicon Valley. He has more than 40 years of business experience in finance, audit and strategy, business transformation and corporate development, both domestically and internationally. Mr. Loo currently serves as an Investor Committee Member at Mapletree Europe Income Trust and Mapletree US Commercial Income Trust, both private real estate investment trusts, since 2021. He serves on the Board of Trustees at the University of Denver (since 2023), as an Executive Advisory Board Member at the University of Denver-Daniels College of Business (since 2015), and as a Board Member at the Computer History Museum (since 2023). He previously served as Board Member and Audit Committee Chair at Guidance Software (2016-2017) and Kofax Ltd. (2011-2015), and in various roles at the Silicon Valley Community Foundation from 2015 to 2023, including as Board Chair from 2021 to 2023, and at JobTrain from 2006 to 2018, including as Board Chair from 2011 to 2017. Mr. Loo is a Certified Public Accountant (California). Mr. Loo received his Bachelor of Science in Accounting from the University of Denver, Daniels College of Business.

  5. Directors

    Nikos Theodosopoulos was appointed to the Board as an independent director in 2023. Since August 2012, Mr. Theodosopoulos has served as an independent director, advisor, consultant and angel investor in the technology industry, including as a Member at NT Advisors LLC (since 2012). From August 1995 through July 2012, he served in various capacities with UBS, a provider of financial services, most recently as Managing Director of Technology Equity Research. From April 1994 to August 1995, he served as Senior Equity Research Analyst for Bear, Stearns & Co. Inc., an investment banking firm acquired by JPMorgan Chase in 2008. From September 1985 to April 1994, Mr. Theodosopoulos served in various capacities at AT&T Bell Laboratories and AT&T Network Systems. He currently serves on the board of directors of Adtran Holdings, Inc. (since 2022). He previously served on the boards of Arista Networks (member of audit and nominating and corporate governance committees) (2014-2023), Harmonic (chair of audit committee) (2015-2022), ADVA Optical Networking (chair of supervisory board and nomination and compensation committee; member of audit committee) (2014-2022), and Driving Management Systems (d/b/a Motion Intelligence) (2018-2022). Mr. Theodosopoulos holds a Bachelor of Science degree in Electrical Engineering from Columbia University, a Master of Science degree in Electrical Engineering from Stanford University, and a Master of Business Administration from NYU Stern School of Business. Scott Bluestein was named Chief Executive Officer and President, and appointed to the Board, in July 2019. He was appointed Chief Investment Officer in 2014 and continues to serve in that role today. He joined Hercules in 2010 as Chief Credit Officer and brings more than 25 years of financial services, direct investment and credit experience to Hercules. Before joining Hercules, he served as Founder and Partner of Century Tree Capital Management (2009-2010), a fund established to make senior secured debt investments in small and microcap public and private companies. Prior to that, he served as Managing Director at Laurus-Valens Capital Management (2003-2009), a firm specializing in financing small and microcap growth-oriented businesses through debt and equity securities, where he had responsibility for a structured debt with equity investment portfolio, including new investments, portfolio management and restructurings. Previously, Mr. Bluestein was a member of the Financial Institutions Coverage Group focused on Financial Technology at UBS Investment Bank (2000-2003). Mr. Bluestein currently serves as a director of Tectura Corporation (since 2017), Gibraltar Business Capital (since 2019), and Gibraltar Equipment Finance (since 2023). Mr. Bluestein received his Bachelor of Business Administration in Finance from Emory University.

  6. Officers Who Are Not Directors

    Officers Who Are Not Directors Seth H. Meyer (Age 57) 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. He has more than 35 years of international business management and strategic planning experience in the financial services industry. Prior to joining Hercules, he served as Chief Financial Officer of Swiss Re Corporate Solutions Ltd. from 2011 to 2017, and as Managing Director at Swiss Re from 2000 to 2011, serving as Group Tax Director, Finance Division Operating Officer, and Head of Finance Large Transactions. Prior to joining Swiss Re, he held positions at PricewaterhouseCoopers LLP (Senior Tax Manager, 1997-2000), Jackson National Life Insurance Company (Tax Manager, 1994-1997), KPMG Peat Marwick (Senior Tax Accountant, 1992-1994), and Burke & Stegman CPAs (Tax/Audit Assistant, 1990-1992). Mr. Meyer received a Bachelor of Arts in Accounting and a Master of Business Administration in Professional Accounting from Michigan State University. Christian Follmann (Age 43) 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. During his tenure at Hercules, Mr. Follmann has served as Analyst (2006-2009), Associate (2009-2011), Director of Investment Analysis and Strategy (2011-2016), and Senior Director of Operations and Strategic Projects (2016-2022). Mr. Follmann received a Bachelor of Science in International Business from Northeastern University and a Bachelor of Science in International Management from Reutlingen University in Germany. Kiersten Zaza Botelho (Age 40) 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. Prior to joining the Company in 2022, Ms. Botelho served as Associate General Counsel at Bain Capital Credit, LP (2019-2021), where she advised the private credit and structured credit groups on transactions, offerings and strategic initiatives. Before Bain, she was Vice President, Legal at BlackRock, Inc. (2017-2019), where she advised on the firm's closed-end funds and BDCs. Prior to BlackRock, Ms. Botelho was an Associate in the investment management group of Skadden, Arps, Slate, Meagher & Flom LLP (2013-2017). Ms. Botelho received her Bachelor of Arts in International Relations from Boston University and her Juris Doctor from Boston University School of Law. She is a Member of the State Bar of Massachusetts.

  7. COMPENSATION DISCUSSION AND ANALYSIS

    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, 2025: •Scott Bluestein, Chief Executive Officer and Chief Investment Officer •Seth H. Meyer, Chief Financial Officer •Christian Follmann, Chief Operating Officer •Kiersten Zaza Botelho, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary 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 2025, 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 2021 to 2025. In making 2025 compensation decisions, the Compensation Committee considered the fact that the Company’s performance relative to its Peer Group was generally at or above the 96th percentile, and in most cases at the 100th percentile, measured using Return on Average Assets ("ROAA") and Return on Equity ("ROE"). The Compensation Committee also considered that the Company's performance relative to its Peer Group was at or above the 75th percentile measured using the three- and five-year Average Annual Shareholder Return ("AASR").

  8. Compensation Determination Process

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

  9. Compensation Determination Process

    The Company's 2025 performance significantly exceeded the Peer Group across key metrics. Over one-, three-, and five-year periods, our ROAA and ROE ranked at or above the 96th percentile of the Peer Group and over the three- and five-year periods, our AASR ranked at or above the 75th percentile of the Peer Group:

  10. Compensation Determination Process

    | | Return on Average Assets (ROAA) | | Return on Equity (ROE) | | Average Annual Shareholder Return (AASR) | | | Performance Period | HTGC | % Rank of Peer Group | HTGC | % Rank of Peer Group | HTGC | % Rank of Peer Group | | 1-Year | 8.10% | 100% | 16.30% | 96% | 3.50% | 43% | | 3-Year | 8.80% | 100% | 17.50% | 100% | 25.40% | 75% | | 5-Year | 7.80% | 100% | 15.60% | 100% | 17.60% | 85% |

  11. Compensation Determination Process

    — 1-, 3- and 5-year calculations of performance are based on data as of December 31, 2025 — 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 are 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 The Compensation Committee considered the Company's 2025 performance and its strong long-term performance, both on an absolute basis and relative to the Peer Group, when determining compensation levels. The Compensation Committee uses peer data as context but does not mechanically benchmark NEO pay against peer compensation. 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 our net asset value ("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 2025, 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. As in prior years, for 2025, 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 2025, 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. 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. Each NEO met his or her minimum guidelines throughout 2025. Tax Matters. Section 162(m) of the Internal Revenue Code limits tax deductibility of compensation paid to NEOs to $1 million per person annually. While the Compensation Committee considers tax implications, it may approve non-deductible compensation when necessary to attract, retain, and incentivize executive talent. 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:

  12. Compensation Determination Process

    •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. •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.

  13. The NEO Compensation Program

    The NEO Compensation Program 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. •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 2025 – 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. 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 Salaries. 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. Annual Cash Bonus Awards. 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. 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 Compensation Committee considers the Company’s ROE, ROA and AASR relative to the Peer Group. 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. Long-Term Equity Incentive Awards. 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. Restricted stock awards ("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 the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan, which permits awards of stock options, RSAs and restricted stock units ("RSUs") that typically vest over three years and after seven years, respectively. As in recent prior years, the Compensation Committee granted RSAs and RSUs rather than stock option awards to NEOs for 2025 performance. Annual equity compensation grants to NEOs have typically been granted in the first quarter of the year. In January 2025, the Company granted RSAs following 2024 performance. The Company granted RSUs in December 2025. 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. In December 2025, the Compensation Committee granted Long Term Restricted Stock Units (“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.

  14. Other – Benefits and Perquisites

    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 2025, our 401(k) plan provided for contributions by the Company for up to $23,000 per full-time employee, regardless of age. Compensation Recoupment (Clawback) Policy The Board has adopted a Compensation Recoupment (Clawback) Policy effective October 2, 2023, in compliance with SEC Rule 10D-1 and NYSE listing standards. The policy requires recovery of erroneously awarded incentive-based compensation from current and former executive officers following an accounting restatement due to material noncompliance with financial reporting requirements under U.S. federal securities laws. Recovery applies to compensation received during the three completed fiscal years preceding the restatement, calculated as the excess over what would have been received based on restated results, without regard to taxes paid. Recovery is required on a no-fault basis, subject to limited exceptions for impracticability. The Company will not indemnify executives against such recovery. The Compensation Recoupment (Clawback) Policy is filed as Exhibit 97 to the Company's Form 10-K and available at www.sec.gov. Timing of Equity Awards The Company has not granted stock options or stock appreciation rights to its executive officers since 2010. Accordingly, the Company has no policy or practice regarding the timing of option grants in relation to the disclosure of material nonpublic information by the Company, and no disclosure is required pursuant to Item 402(x)(1) of Regulation S-K. The Company did not grant any stock options or stock appreciation rights to executive officers during the fiscal year ended December 31, 2025. Therefore, no tabular disclosure is required pursuant to Item 402(x)(2) of Regulation S-K.

  15. Named Executive Officer Compensation

    | Name and Principal Occupation | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Scott Bluestein | 2025 | 650,000 | 3,950,000 | 5,047,162 | 23,000 | 9,670,162 | | Chief Executive Officer and | 2024 | 650,000 | 3,500,000 | 4,903,742 | 23,000 | 9,076,742 | | Chief Investment Officer | 2023 | 650,000 | 3,200,000 | 5,019,494 | 22,500 | 8,891,994 | | Seth H. Meyer | 2025 | 550,000 | 945,000 | 1,722,397 | 23,000 | 3,240,397 | | Chief Financial Officer | 2024 | 550,000 | 915,000 | 1,749,697 | 30,500 | 3,245,197 | | | 2023 | 550,000 | 835,000 | 1,625,903 | 30,000 | 3,040,903 | | Christian Follmann | 2025 | 320,000 | 475,000 | 771,523 | 23,000 | 1,589,523 | | Chief Operating Officer | 2024 | 300,000 | 470,000 | 657,195 | 23,000 | 1,450,195 | | | 2023 | 300,000 | 425,000 | 462,343 | 22,500 | 1,209,843 | | Kiersten Zaza Botelho | 2025 | 320,000 | 455,000 | 646,528 | 23,000 | 1,444,528 | | Chief Legal Officer, Chief Compliance Officer and Corporate Secretary(5) | 2024 | 300,000 | 440,000 | 547,192 | 23,000 | 1,310,192 | | | 2023 | 300,000 | 395,000 | 366,067 | 22,500 | 1,083,567 |

  16. Named Executive Officer Compensation

    | | | | | | Value of Initial $100 Investment: | | | | | Year | Summary Compensation Table CEO Total Compensation ($) | Compensation Actually Paid to CEO ($)(1) | Average SCT Non-CEO NEOs Total Compensation ($) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1) | Company TSR ($) | Peer Group TSR ($)(2) | Net Income ($ in thousands) | Return on Equity | | 2025 | 9,670,162 | 9,691,947 | 2,091,483 | 2,102,197 | 224.93 | 178.74 | 339,737 | 16.3% | | 2024 | 9,076,742 | 12,296,799 | 2,001,861 | 2,563,410 | 217.46 | 185.23 | 262,966 | 17.2% | | 2023 | 8,891,994 | 11,871,291 | 1,778,104 | 2,234,447 | 162.94 | 158.85 | 337,484 | 14.9% | | 2022 | 7,370,508 | 12,508,448 | 1,441,832 | 1,354,862 | 114.14 | 124.51 | 102,081 | 11.6% | | 2021 | 7,410,986 | 11,960,041 | 1,548,309 | 1,560,941 | 126.14 | 137.42 | 174,155 | 11.1% |

  17. Independent Director Compensation

    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 independent directors during the fiscal year ended December 31, 2025. 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.

  18. Independent Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Robert P. Badavas | 265,000 | — | 265,000 | | DeAnne Aguirre | 205,000 | 59,989 | 264,989 | | Gayle Crowell | 230,000 | — | 230,000 | | Thomas J. Fallon | 212,500 | — | 212,500 | | Wade Loo | 230,000 | 59,989 | 289,989 | | Pam Randhawa | 205,000 | — | 205,000 | | Nikos Theodosopoulos | 212,500 | — | 212,500 |

  19. Independent Director Compensation

    (1) Messrs. Badavas, Fallon, Loo, and Theodosopoulos and Mss. Aguirre, Crowell and Randhawa earned $233,500, $107,500, $125,000, $107,500, $100,000, $125,000 and $205,000, respectively, in cash. In addition, (a) Messrs. Loo and Theodosopoulos and Mss. Aguirre and Crowell each elected to receive an additional retainer fee of 5,999 Shares in lieu of cash with a total value of $105,000, (b) Mr. Fallon elected to receive an additional retainer fee of 5,976 Shares in lieu of cash with a total value of $105,000 and (c) Mr. Badavas elected to receive an additional retainer fee of 1,799 Shares in lieu of cash with a total value of $31,500. (2) During 2025, in connection with their re-election to our Board, we granted each of Ms. Aguirre and Mr. Loo an RSA for 3,329 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, 2025. 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, 2025 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, 2025, each director received an additional retainer of $105,000 in cash or Shares, as elected by each individual director. The amounts elected to be received in Shares are detailed in Note 1 to the table above. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred in attending Board meetings. As of December 31, 2025, Messrs. Badavas, Fallon, Loo and Theodosopoulos and Mss. Crowell, Randhawa and Aguirre held unvested RSAs in the amount of 1,412, 2,020, 3,329, 2,020, 2,020, 1,412 and 3,329, respectively.