DEF 14A of TriplePoint Venture Growth BDC Corp., Mar 8, 2024

DEF 14A of TriplePoint Venture Growth BDC Corp.

Filed Mar 8, 20240001580345-24-000009

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The nominee directors will be elected by the affirmative vote of a plurality of the votes cast in the election of such directors. If you instruct your proxy to “withhold authority” with respect to either nominee director, your votes will not be cast with respect to the person indicated. Because the nominee directors are elected by a plurality of the votes cast, an instruction to “withhold authority” will have no effect on the outcome of the vote. In addition, for purposes of the election of directors, broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), the Board currently has eight members. Directors are divided into three classes and are elected for staggered terms of three years each, with a term of office of one of the three classes of directors expiring at the annual meeting of the Company’s stockholders each year. After this election, the terms of Class I, Class II and Class III directors will expire in 2027, 2025 and 2026, respectively. Each director will hold office for the term to which he or she is elected, or until his or her successor is duly elected and qualified. A Stockholder can vote “for” or “withhold” authority to vote for, or instruct his, her or its proxy to vote “for” or “withhold” his, her or its vote from, each of the nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of the nominees named below. If any nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted FOR the election of such person as is nominated by the Board as a replacement. The Board has no reason to believe that either Sajal K. Srivastava or Stephen A. Cassani will be unable or unwilling to serve. THE BOARD, INCLUDING EACH OF ITS INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

  3. Information about the Nominees and Non-Nominee Directors

    Information about the Nominees and Non-Nominee Directors Certain information with respect to the Class I nominees for election at the Annual Meeting, as well as each of the other directors, is set forth below, including their names, ages, principal occupations or employment, all positions and offices such person has held with the Company, the period during which he or she has served as a director of the Company and certain other directorships that such person holds. Each of Sajal K. Srivastava and Stephen A. Cassani has been nominated for election as a Class I director for a term expiring at the annual meeting of the Company’s stockholders in 2027. Neither Mr. Srivastava nor Mr. Cassani is being proposed for election pursuant to any agreement or understanding between Mr. Srivastava or Mr. Cassani, on the one hand, and the Company or any other person or entity, on the other hand.

  4. Nominees for Class I Directors – Term Expiring 2027

    Nominees for Class I Directors – Term Expiring 2027 Mr. Srivastava is an “interested person” of the Company as defined in the 1940 Act due to his positions as Chief Investment Officer, President, Treasurer and Secretary of the Company and his relationship with, and indirect financial interest in, the Adviser, a wholly owned subsidiary of TriplePoint Capital LLC (“TPC”). Mr. Cassani is not an “interested person” of the Company as defined in the 1940 Act.

  5. Nominees for Class I Directors – Term Expiring 2027

    | 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 | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director(2) | Other Public Directorships Held by Director or Nominee for Director During the Past 5 years | | Interested Director | | | | | | | Sajal K. Srivastava – 48 | Chief Investment Officer, President, Treasurer, Secretary and Director | Class I Director since 2013; Current Term Expires 2024 | Serves as the Co-CEO of TPC; Chief Investment Officer, President, Treasurer, Secretary and Director of TriplePoint Private Venture Credit Inc. (“TPVC”) | 2 | TPVC, a non-listed BDC | | Independent Director | | | | | | | Stephen A. Cassani – 57 | Director | Class I Director since 2013; Current Term Expires 2024 | Co-founder of Haven Capital Partners since 2009 | 2 | TPVC, a non-listed BDC |

  6. Class II Directors – Term Expiring 2025 (continuing directors not up for re-election at the Annual Meeting)

    Class II Directors – Term Expiring 2025 (continuing directors not up for re-election at the Annual Meeting) Mr. Ahye, Mr. Bird and Ms. Vogel are not “interested persons” of the Company as defined in the 1940 Act.

  7. Class II Directors – Term Expiring 2025 (continuing directors not up for re-election at the Annual Meeting)

    | 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 | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director(2) | Other Public Directorships Held by Director or Nominee for Director During the Past 5 years | | Independent Directors | | | | | | | Gilbert E. Ahye – 76 | Director | Class II Director since 2013; Term Expires 2025 | Director at GO Acquisition Corp., a publicly traded special purpose acquisition vehicle (NASDAQ: GOAC) from 2020 to September 2022 | 2 | TPVC, a non-listed BDC; GO Acquisition Corp., a publicly traded special purpose acquisition vehicle (NASDAQ: GOAC) | | Steven P. Bird – 69 | Director | Class II Director since 2013; Term Expires 2025 | Co-founder and General Partner of Focus Ventures from 1997 to 2019 | 1 | None | | Kimberley H. Vogel – 56 | Director | Class II Director since 2021; Term Expires 2025 | Director at Forge Europe, a privately held company which provides a global marketplace for private shares in Europe, since January 2024; Director at Forge Global Holdings, Inc. (NYSE: FRGE), a provider of marketplace infrastructure, data services and technology solutions for private market participants, since March 2022; Director at TriCo Bancshares, a bank holding company (NASDAQ: TCBK) since 2020; President, Co-Founder and director of BaseVenture Investing, Inc., a cloud-based software company, from 2014 to 2019, and Transitional President in 2019 | 1 | Forge Global Holdings, Inc. (NYSE: FRGE), a provider of marketplace infrastructure, data services and technology solutions for private market participants; TriCo Bancshares, a bank holding company (NASDAQ: TCBK) |

  8. Class III Directors – Term Expiring 2026 (continuing directors not up for re-election at the Annual Meeting)

    Class III Directors – Term Expiring 2026 (continuing directors not up for re-election at the Annual Meeting) Mr. Labe is an “interested person” of the Company as defined in the 1940 Act due to his position as Chief Executive Officer of the Company and his relationship with, and indirect financial interest in, the Adviser, a wholly owned subsidiary of TPC. Ms. Fornelli and Ms. Park are not “interested persons” of the Company as defined in the 1940 Act.

  9. Class III Directors – Term Expiring 2026 (continuing directors not up for re-election at the Annual Meeting)

    | 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 | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director(2) | Other Public Directorships Held by Director or Nominee for Director During the Past 5 years | | Interested Director | | | | | | | James P. Labe – 67 | Chief Executive Officer, Chairman of the Board | Class III Director since 2013; Term Expires 2026 | Serves as the Co-CEO of TPC; Chief Executive Officer and Chairman of TPVC | 2 | TPVC, a non-listed BDC | | Independent Directors | | | | | | | Cynthia M. Fornelli – 63 | Director | Class III Director since 2019; Term Expires 2026 | Independent Trustee for the Professionally Managed Portfolios, a mutual fund complex, since January 2022; Independent consultant to the Professionally Managed Portfolios from January 2021 to December 2021; Executive Director of Center for Audit Quality from 2007 to May 2019 | 2 | TPVC, a non-listed BDC; Independent Trustee for the Professionally Managed Portfolios, a mutual fund complex | | Katherine J. Park – 49 | Director | Class III Director since 2021; Term Expires 2026 | Partner and Head of Business Development at Andra Capital, a private growth and late-stage investment firm, from November 2022 to January 2024; Head of Business Development at Pagaya Investments, a privately held financial technology company, from November 2021 to November 2022; Managing Director at Grafine Partners, LP, an alternative asset management firm, from September 2020 to October 2021; Managing Director and Head of U.S. Fund and Private Capital at Goldman Sachs Group Inc. from February 2018 to May 2020 | 1 | None |

  10. Class III Directors – Term Expiring 2026 (continuing directors not up for re-election at the Annual Meeting)

    (1)The business address of each of our directors is c/o TriplePoint Venture Growth BDC Corp., 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025. (2)Including the Company.

  11. Information About Each Director’s Experience, Qualifications, Attributes or Skills

    Information About Each Director’s Experience, Qualifications, Attributes or Skills Below is additional information about each director and director-nominee (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes and/or skills that each person possesses, and which has led our Nominating and Corporate Governance Committee (“NCG Committee”) to conclude that the person should serve on the Board. The Board believes that the significance of each director’s experience, qualifications, attributes and/or skills is an individual matter (meaning that experience or a factor that is important for one director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single director, or particular factor, being indicative of Board effectiveness. However, the Board believes that directors need to have the ability to review, evaluate, question and discuss critical information provided to them and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a director’s educational background, business, professional training or practice (e.g., finance, accounting or law), public service or academic positions, experience from service as a board member (including on the Board of the Company) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, and/or other life experiences. To assist them in evaluating matters under federal and state law, the Independent Directors interact with the Adviser and also may benefit from information provided by the Company’s outside legal counsel. The Company’s outside legal counsel has significant experience advising funds, including other business development companies, and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.

  12. Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that Such Individuals Should Serve as Directors of the Company

    Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that Such Individuals Should Serve as Directors of the Company The Board believes that, collectively, the directors have balanced and diverse experiences, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Company and protecting the interests of its stockholders. There is no familial relationship among any of the members of our Board or our executive officers. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Board.

  13. Interested Directors

    Interested Directors James P. Labe The Board benefits from James P. Labe’s business leadership and experience and knowledge of the venture capital lending industry. Mr. Labe has been involved in the venture lending and venture leasing industry for approximately 40 years and played a key role in making venture lending and venture leasing a regular source of capital for venture capital-backed companies. In particular, Mr. Labe founded and served as Chief Executive Officer of Comdisco Ventures, Inc. (“Comdisco”), a division of Comdisco, Inc., which managed more than $3 billion in loan and lease transactions for more than 970 venture capital-backed companies during his tenure. Mr. Labe has served as a voting member of TPC’s Investment Committee and has led and overseen TPC’s investment originations and venture capital relationship management efforts since its inception in 2006. Mr. Labe received a Bachelor of Arts degree from Middlebury College and received an Executive Master of Business Administration degree from the University of Chicago. Sajal K. Srivastava brings to the Board strong investment, credit and operating leadership experience along with a venture lending, leasing and technology finance background. Mr. Srivastava has served as a voting member of TPC’s Investment Committee and has led and overseen TPC’s day-to-day operations, credit and investment analysis, account servicing, portfolio monitoring, and legal and finance groups since co-founding TPC with Mr. Labe. Prior to co-founding TPC, Mr. Srivastava worked with Mr. Labe at Comdisco where he, as head of their Investment and Credit Analyst team, structured, negotiated and managed venture lending and leasing transactions and also managed the diligence and credit analysis team. Before joining Comdisco, Mr. Srivastava was a Financial Analyst with Prudential Securities’ Technology Investment Banking Group. Mr. Srivastava received a Bachelor of Arts degree in Economics from Stanford University and received a Master of Science degree in Engineering Economic Systems and Operations Research from Stanford University.

  14. Independent Directors

    Independent Directors Gilbert E. Ahye Gilbert E. Ahye brings to the Board expertise in accounting and business development. Mr. Ahye also served as a member of the board of directors of GO Acquisition Corp., a publicly traded special purpose acquisition vehicle, from 2020 to September 2022, and served as Vice Chairman of American Express Global Business Travel, a joint venture with American Express and a group of private investors, from September 2014 until 2016. In September 2014, he also became an adviser to the private equity firm Certares. While at American Express for more than 30 years, Mr. Ahye had a longstanding career as a senior executive in finance, business development, investment, and mergers and acquisitions. Mr. Ahye served as the Executive Vice President - Chief Development Officer at American Express from May 2003 through August 2014 where he led the Corporate Development / M&A and Innovation group and was a member of American Express’s Global Management Team. During his time at American Express, Mr. Ahye also served as Chief Financial Officer of the U.S. Consumer Card Business from 1996 to 1999 and Treasurer of International and Domestic Treasury from 1985 to 1988. Prior to joining American Express, Mr. Ahye was head of Capital Budgeting for International Paper Company from 1978 to 1981. From 1977 to 1978, Mr. Ahye served as a Manager at Union Carbide Corporation. From 1971 to 1977, Mr. Ahye served as Senior Auditor at Ernst & Young. Mr. Ahye is a member of both the American and New York State Societies of CPAs. Mr. Ahye also served as an advisor to a payments company in China. Mr. Ahye was named to Black Enterprise Magazine’s 75 Most Powerful Blacks on Wall Street in 2006. Mr. Ahye received a Bachelor of Science degree from Manhattan College, a Master of Business Administration degree from St. John’s University and had a Certified Public Accountant accreditation. Steven P. Bird Steven P. Bird brings to the Board a diverse knowledge of business and finance. Mr. Bird is a well-known veteran of the Silicon Valley venture capital community as a result of a twenty-year career working with leading venture capital funds in both venture capital investing as well as venture capital debt financing. Mr. Bird is a co-founder of Focus Ventures and served as a General Partner from its founding in 1997 to 2019. Focus Ventures, which invests in privately held, expansion stage technology companies, has managed over $830 million in assets, and Mr. Bird focused on investments in enterprise software and internet services. Prior to co-founding Focus Ventures, from 1994 to 1996, Mr. Bird was a Managing Director at Comdisco where he was involved with debt and equity capital investments for emerging growth companies. From 1984 to 1992, Mr. Bird was a General Partner at First Century Partners, a venture capital fund affiliated with Smith Barney Inc. From 1992 to 1994, Mr. Bird was a Manager at Bain & Company, a management consulting firm where he worked with companies in the communications, software, and semiconductor industries. From 1977 to 1991, Mr. Bird worked as a Senior Development Engineer in software development at Battelle Northwest Laboratories. Mr. Bird received a Bachelor of Science degree from Stanford University, a Master of Science in Mechanical Engineering degree from Stanford University and a Master of Business Administration degree from the Stanford Graduate School of Business. Stephen A. Cassani Stephen A. Cassani brings to the Board a diverse knowledge of business, finance and capital markets. Mr. Cassani has had a long-standing career of over thirty years in investment banking and finance relating to growth stage venture capital and private equity-backed companies and in real estate. Mr. Cassani is a co-founder of Haven Capital Partners, a real estate investment, development and management company founded in 2009. At Haven Capital Partners, Mr. Cassani advises family offices with extensive real estate holdings, overseeing and managing commercial development projects, spearheading the finance and capital raising functions, as well as identifying and negotiating new investment opportunities, including in venture capital and private equity. Prior to co-founding Haven Capital Partners, Mr. Cassani spent most of his career in investment banking, most recently serving as a Managing Director at Citigroup Global Markets, where from 2001 to 2008 he led the firm’s West Coast private capital markets business focusing primarily on expansion and growth stage venture capital and private equity backed companies. From 2000 to 2001, Mr. Cassani served as Vice President of Client Management for Brand3, a venture-backed software company. From 1996 to 2000, Mr. Cassani was a Principal in the investment banking group at Montgomery Securities / Banc of America Securities, with a focus on the consumer sector. Prior to that, Mr. Cassani began his investment banking career in the Private Equity Placements Group at Chase Securities, Inc. Mr. Cassani received a Bachelor of Arts degree from the University of California, Berkeley and a Master of Business Administration degree from Columbia Business School. Cynthia M. Fornelli Cynthia M. Fornelli brings to the Board a diverse knowledge of accounting, regulatory affairs and capital markets. Ms. Fornelli has served as an Independent Trustee for the Professionally Managed Portfolios (the “PMP”), a mutual fund complex, since January 2022 and previously served as independent consultant to the PMP, from January 2021 to December 2021. In 2007, Ms. Fornelli launched the Center for Audit Quality (the “CAQ”), an autonomous, nonpartisan, and nonprofit public policy advocacy organization dedicated to enhancing investor confidence and public trust in the global capital markets, and served as its Executive Director until May 2019. Prior to launching the CAQ, Ms. Fornelli was a Senior Vice President of Regulatory and Conflicts Management at Bank of America from 2004 to 2006. Between 1999 and 2004, Ms. Fornelli worked at the U.S. Securities and Exchange Commission’s Division of Investment Management including as Deputy Director from 2001 to 2004. Ms. Fornelli is currently a member of the advisory board of a number of organizations and received her Bachelor of Arts degree from Purdue University and her Juris Doctor from The George Washington University. Katherine J. Park Katherine J. Park brings to the Board a diverse knowledge of financial technology, alternative asset management and capital markets. Ms. Park served as a Partner, Head of Business Development, and a member of the Investment Committee at Andra Capital, a private growth and late-stage investment firm, from November 2022 to January 2024, and previously served as the Head of Business Development at Pagaya Investments, a privately held financial technology company, from November 2021 to November 2022. Ms. Park previously served as a Managing Director at Grafine Partners, LP, an alternative asset management firm, from September 2020 to October 2021, and in various roles at Goldman Sachs Group Inc. for approximately 18 years until 2020, most recently as Managing Director and Head of U.S. Fund and Private Capital. Ms. Park also previously worked as a consultant at Bain & Company. Ms. Park holds an AB from Harvard College and an MBA from Harvard Business School. Kimberley H. Vogel

  15. Independent Directors

    Kimberley H. Vogel brings to the Board a diverse knowledge of accounting, corporate governance and corporate lending. Ms. Vogel has been a director of Forge Europe, a private company which provides a global marketplace for private shares in Europe and which is jointly owned by Forge Global Holdings, Inc. (NYSE: FRGE) (“Forge Global”) and Deutsche Borse, since January 2024. Ms. Vogel has been a director of Forge Global, a San Francisco-based provider of marketplace infrastructure, data services and technology solutions for private market participants since March 2022, where she is chair of the audit committee, chair of the compensation committee and a member of the nominating and corporate governance committee. She has also been a director of TriCo Bancshares (NASDAQ: TCBK), a bank holding company, since February 2020, where she serves as chair of the audit committee, and a member of the compensation committee and management succession and IT/cybersecurity committees. Ms. Vogel was President, Co-Founder and director of BaseVenture Investing, Inc., a cloud-based software company, from 2014 to 2019, serving as Transitional President in 2019 after the company was sold to Fidelity National Information Services (“FIS”). From 2005 to 2014, Ms. Vogel served as Chief Financial Officer at mFoundry Inc., a provider of mobile banking and mobile payment services. FIS purchased mFoundry in 2013. Ms. Vogel holds an MBA from the Harvard Business School and an undergraduate degree in accounting from Saint Mary’s College of California. She is a member of the board of directors of Zachaphie, Inc., a privately held company involved in real estate. Ms. Vogel also serves on the Board of Trustees of Saint Mary’s College of California and is the Chief Financial Officer and an ex-officio director of the Harvard Business School Association of Northern California. Ms. Vogel is a Certified Public Accountant.

  16. Compensation of Directors

    Compensation of Directors The Independent Directors receive an annual fee, fees for meetings attended plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings in person. For the year ended December 31, 2023, each of the Independent Directors received an annual fee of $80,000, $2,500 for each Board meeting attended in person, $1,500 for each Board meeting attended virtually, $1,000 for each committee meeting attended in person and $500 for each committee meeting attended virtually. For the year ended December 31, 2023, the chair of the Audit Committee received an additional annual fee of $10,000 and the chairs of each of the NCG Committee, Valuation Committee, and Compensation Committee received an additional annual fee of $5,000. The following table shows information regarding the compensation earned by our directors for the year ended December 31, 2023. No direct compensation is paid by us to any Interested Director or executive officer of the Company.

  17. Compensation of Directors

    | Name | Aggregate Compensation from TriplePoint Venture Growth BDC Corp.(1) | Pension or Retirement Benefits Accrued as Part of Our Expenses(2) | Total Compensation from TriplePoint Venture Growth BDC Corp. Paid to Director(1) | | Independent Directors | | | | | Gilbert E. Ahye | $119,000 | $— | $119,000 | | Steven P. Bird | $107,500 | $— | $107,500 | | Stephen A. Cassani | $109,000 | $— | $109,000 | | Cynthia M. Fornelli | $104,000 | $— | $104,000 | | Katherine J. Park | $104,000 | $— | $104,000 | | Kimberley H. Vogel | $104,000 | $— | $104,000 | | Interested Directors | | | | | James P. Labe | $— | $— | $— | | Sajal K. Srivastava | $— | $— | $— |

  18. Compensation of Directors

    (1)For a description of the Independent Directors’ compensation, see above. (2)We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers.