Gayle Crowell
Hercules CapitalAbout Gayle Crowell
Gayle Crowell (age 74) is an Independent Director of Hercules Capital (HTGC) since 2019, serving as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee. She is an independent business consultant (since 2019) and previously served as Senior Operating Consultant at Warburg Pincus (2001–2019); she holds a BS from the University of Nevada Reno . The Board has affirmatively determined she is independent under NYSE rules and the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Senior Operating Consultant | 2001–2019 | Operating leadership across portfolio; technology and financial services exposure |
| RightPoint Software | President & CEO | 1998–2000 | Led CRM software company through sale to E.piphany |
| ViewStar | SVP & GM | 1994–1998 | Network-based process automation, workflow, document imaging leadership |
| Oracle Corporation | Group Director | 1990–1992 | Enterprise software leadership experience |
| DSC (networking) | VP Sales | 1989–1990 | Sales leadership |
| Cubix Corporation | VP Sales | 1985–1989 | Sales leadership in hardware systems |
External Roles
| Organization | Type | Role | Tenure | Committees |
|---|---|---|---|---|
| Pliant Therapeutics (NASDAQ: PLRX) | Public | Chair, Nominating & Governance; Member, Audit | Since 2019 | Nom/Gov Chair; Audit |
| Envestnet (NYSE: ENV) | Public (former) | Chair, Information Security & Compliance; Chair, Nominating & Governance; Member, Compensation & Audit | 2016–2024 | InfoSec & Compliance Chair; Nom/Gov Chair; Comp; Audit |
| Instinct Science | Private | Executive Chair | Since 2022 | Board leadership |
| Centerbase | Private | Executive Chair | Since 2022 | Board leadership |
| Fexa | Private | Lead Director | Since 2023 | Board leadership |
| Prior: GTreasury | Private | Lead Director | 2021–2023 | Board leadership |
| Prior: Resman | Private | Lead Director | 2020–2021 | Board leadership |
| Prior: Dude Solutions | Private | Director | 2014–2019 | Board leadership |
| Prior: MercuryGate | Private | Director | 2014–2018 | Board leadership |
| Prior: Yodlee | Private | Lead Director | 2002–2015 | Data aggregation platform oversight |
| Prior: Coyote Logistics | Private | Director | 2011–2015 | Logistics marketplace oversight |
| Prior: SRS | Private | Director | 2004–2013 | Automotive software oversight |
| Prior: TradeCard | Private | Director | 2009–2013 | Supply chain collaboration SaaS oversight |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee activity: Compensation Committee met 6 times in 2023 and 5 times in 2024; Governance Committee met 5 times in 2023 and 4 times in 2024 .
- Independence and conflicts: Board determined Ms. Crowell is independent; Compensation Committee entirely independent; no compensation committee interlocks or related-party relationships requiring Item 404 disclosure in 2024 .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2023 and 2024; all then-serving directors attended the annual meeting each year .
- Governance practices: Lead Independent Director/Board Chair (Robert Badavas) with robust duties; regular executive sessions; anti-hedging and anti-pledging policy; stock ownership guidelines for directors; robust related-party transaction approval policy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $215,000 | $230,000 |
| Stock Awards ($) | $0 | $59,994 |
| Total ($) | $215,000 | $289,994 |
| Equity Retainer Elections | 2023 | 2024 |
|---|---|---|
| Additional Retainer Shares (in lieu of cash) | 5,656 shares; $90,000 | 5,790 shares; $105,000 |
| RSA Granted on Re-election (shares) | 0 | 3,030 shares |
Notes:
- 2024 director cash compensation structure: annual retainer $100,000; chair fees of $25,000 for Compensation Committee; Governance Chair fee is $15,000; Board Chair $60,000 (not applicable to Crowell). Additional annual retainer typically $105,000, payable in cash or shares at director’s election .
Performance Compensation
- No performance-based components are disclosed for Independent Director compensation; compensation consists of cash retainers, chair fees, additional retainer (cash or shares), and occasional RSAs tied to director elections/re-elections .
| Performance Metrics Applied to Director Pay | 2023 | 2024 |
|---|---|---|
| Performance-based director pay metrics | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Pliant Therapeutics (Public) | Biopharma; HTGC lends broadly to tech/life sciences; no related-party transactions disclosed for directors |
| Envestnet (Public, former) | FinTech infrastructure; no HTGC related-party transactions disclosed for directors |
| Instinct Science; Centerbase; Fexa; prior boards | Software and services; HTGC’s related-person policy/1940 Act restrictions mitigate conflicts; no Item 404 relationships disclosed |
Expertise & Qualifications
- Technology and venture/financial services domain experience; cybersecurity and regulatory oversight expertise; governance and executive compensation experience .
- Strategic planning, enterprise risk management, M&A evaluation/integration, finance/IT processes coverage .
- Professional affiliations: NACD and Women Corporate Directors .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Restricted Shares Included | Percent of Class |
|---|---|---|---|
| April 9, 2024 | 48,808 | 4,917 | <1% |
| April 17, 2025 | 62,069 | 6,789 | ~0.035% (62,069 / 175,420,455)* |
| Unvested RSAs (Director) | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Count | 1,158 | 3,030 |
Notes:
- Anti-hedging and anti-pledging policy prohibits directors from pledging shares or engaging in hedging/monetization transactions .
- Stock ownership guidelines apply to directors (specific multiples not disclosed) .
- *Percent computed using disclosed total shares outstanding (175,420,455) as of April 17, 2025 and Crowell’s beneficial ownership .
Governance Assessment
- Board effectiveness: Crowell chairs the Compensation Committee in a governance regime that engages independent consultant FW Cook; robust pay vs performance framework for NEOs; say-on-pay support was strong (90.3% in 2024; 91% in 2023), supporting compensation governance credibility .
- Independence and conflicts: Affirmed independence; 1940 Act restrictions and related-person policy reduce conflict risk; Compensation Committee has no interlocks; anti-hedging/pledging policy further aligns incentives .
- Attendance and engagement: Board/committee meeting cadence is regular; all directors ≥75% attendance; Crowell’s committee leadership indicates active engagement .
- Compensation/ownership alignment: Mix of cash retainers and equity (annual additional retainer elective in shares; RSA on re-election in 2024); beneficial ownership increased from 2024 to 2025; no pledging/hedging allowed .
- RED FLAGS: None disclosed regarding legal proceedings, related-party transactions, hedging/pledging, tax gross-ups, or option repricing; broader governance practices (lead independent director, executive sessions, clawback policy for officers) are in place .