DEF 14A of TriplePoint Venture Growth BDC Corp.
Filed Mar 9, 20260001580345-26-000011
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 any 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.
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, 2028 and 2029, 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 any of James P. Labe, Cynthia M. Fornelli or Katherine J. Park 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.
Information about the Nominees and Non-Nominee Directors
Information about the Nominees and Non-Nominee Directors Certain information with respect to the Class III 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 James P. Labe, Cynthia M. Fornelli, and Katherine J. Park has been nominated for election as a Class III director for a term expiring at the annual meeting of the Company’s stockholders in 2029. None of James P. Labe, Cynthia M. Fornelli or Katherine J. Park is being proposed for election pursuant to any agreement or understanding between Mr. Labe, Ms. Fornelli or Ms. Park, on the one hand, and the Company or any other person or entity, on the other hand.
Nominees for Class III Directors – Term Expiring 2029
Nominees for Class III Directors – Term Expiring 2029 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 TriplePoint Capital LLC (“TPC”). Ms. Fornelli and Ms. Park are not “interested persons” of the Company as defined in the 1940 Act.
Nominees for Class III Directors – Term Expiring 2029
| 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 – 69 | Chief Executive Officer, Chairman of the Board | Class III Director since 2013; Current Term Expires 2026 | Serves as the Co-CEO of TPC; Chief Executive Officer and Chairman of TriplePoint Private Venture Credit Inc., a non-listed BDC (“TPVC”) | 2 | TPVC, a non-listed BDC | | Independent Directors | | | | | | | Cynthia M. Fornelli – 65 | Director | Class III Director since 2019; Current 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 | 2 | TPVC, a non-listed BDC; Independent Trustee for the Professionally Managed Portfolios, a mutual fund complex | | Katherine J. Park – 51 | Director | Class III Director since 2021; Current Term Expires 2026 | Head of Capital Formation and Investor Relations at Hudson Structured Capital Management, Ltd., an alternative asset manager specializing in the re/insurance and transportation sectors from June 2024 to May 2025; 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 | 1 | None |
Class I Directors – Term Expiring 2027 (continuing directors not up for re-election at the Annual Meeting)
Class I Directors – Term Expiring 2027 (continuing directors not up for re-election at the Annual Meeting) Mr. Srivastava is an “interested person” of the Company as defined in the 1940 Act due to his positions as Chief Investment Officer and President of the Company and his relationship with, and indirect financial interest in, the Adviser, a wholly owned subsidiary of TPC. Mr. Cassani is not an “interested person” of the Company as defined in the 1940 Act.
Class I Directors – Term Expiring 2027 (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 | | | | | | | Sajal K. Srivastava – 50 | Chief Investment Officer, President and Director | Class I Director since 2013; Term Expires 2027 | Serves as the Co-CEO of TPC; Chief Investment Officer, President and Director of TPVC | 2 | TPVC, a non-listed BDC | | Independent Director | | | | | | | Stephen A. Cassani – 59 | Director | Class I Director since 2013; Term Expires 2027 | Co-founder of Haven Capital Partners since 2009 | 2 | TPVC, a non-listed BDC |
Class II Directors – Term Expiring 2028 (continuing directors not up for re-election at the Annual Meeting)
Class II Directors – Term Expiring 2028 (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.
Class II Directors – Term Expiring 2028 (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 – 78 | Director | Class II Director since 2013; Term Expires 2028 | 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 – 71 | Director | Class II Director since 2013; Lead Independent Director since 2024; Term Expires 2028 | Retired | 1 | None | | Kimberley H. Vogel – 58 | Director | Class II Director since 2021; Term Expires 2028 | Director at TriCo Bancshares, a bank holding company (NASDAQ: TCBK) since 2020; 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 Forge Europe, a privately held company which provides a global marketplace for private shares in Europe, since January 2024; Instructor in Stanford University’s Continuing Education Program since 2024 | 1 | TriCo Bancshares, a bank holding company (NASDAQ: TCBK); Forge Global Holdings, Inc. (NYSE: FRGE), a provider of marketplace infrastructure, data services and technology solutions for private market participants |
Class II Directors – Term Expiring 2028 (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.
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, 2025, 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, 2025, the chair of the Audit Committee received an additional annual fee of $10,000, the chairs of each of the NCG Committee, Valuation Committee, and Compensation Committee received an additional annual fee of $5,000 and the Lead Independent Director received an additional annual fee of $15,000. The following table shows information regarding the compensation earned by our directors for the year ended December 31, 2025. No direct compensation is paid by us to any Interested Director or executive officer of the Company.
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 | $108,000 | $— | $108,000 | | Steven P. Bird | $123,000 | $— | $123,000 | | Stephen A. Cassani | $108,000 | $— | $108,000 | | Cynthia M. Fornelli | $103,000 | $— | $103,000 | | Katherine J. Park | $103,000 | $— | $103,000 | | Kimberley H. Vogel | $113,000 | $— | $113,000 | | Interested Directors | | | | | James P. Labe | $— | $— | $— | | Sajal K. Srivastava | $— | $— | $— |
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.