Kiersten Botelho
Hercules CapitalAbout Kiersten Botelho
Kiersten Zaza Botelho is Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of Hercules Capital (HTGC). She joined HTGC in 2022, is 39 years old, and holds a JD from Boston University School of Law and a BA in International Relations from Boston University; prior roles include legal leadership at Bain Capital Credit, BlackRock, and Skadden . Company performance during her tenure has been strong: FY2024 ROE was 17.2%, net income $262.966 million, and TSR (value of initial $100) reached $250.11, with ROE/ROAA percentile ranks at 100% vs the peer group, underpinning pay-for-performance decisions across NEOs . Ms. Botelho met executive stock ownership guidelines (≥2x salary within three years) as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain Capital Credit, LP | Associate General Counsel | 2019–2021 | Led credit/legal workstreams supporting institutional credit strategies |
| BlackRock, Inc. | Vice President, Legal | 2017–2019 | Supported investment management legal, governance, and compliance processes |
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate | 2013–2017 | Executed complex corporate/securities legal matters for blue‑chip clients |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Bar of Massachusetts | Member | Not disclosed | Professional licensing and ethics compliance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $300,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Cash Bonus ($) | $300,000 | $395,000 | $440,000 |
| All Other Compensation ($) | $18,000 | $22,500 | $23,000 |
| Total Compensation ($) | $717,993 | $1,083,567 | $1,310,192 |
Notes:
- Title changed from General Counsel to Chief Legal Officer in February 2024 .
- NEO benefits/perquisites limited to standard employee programs (health, dental, vision, disability) and 401(k) matching; no special perquisites .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSA (annual) | 01/09/2024 | 25,862 | $449,999 | 1/3 at 1st anniversary; remaining in equal quarterly installments over next 2 years |
| RSU (LTRSU) | 12/05/2024 | 10,576 | $97,193 | Cliff vest at 7th anniversary; no dividends during vesting |
| RSA (annual, for 2024 performance) | 01/09/2025 | 27,528 | $550,009 | 1/3 at 1st anniversary; remaining quarterly over next 2 years |
Performance metrics and payout framework (BDC constraints):
- Under the 1940 Act and SEC exemptive orders, the Compensation Committee must use discretion rather than formulaic targets; metrics evaluated include ROE, ROAA, TSR/AASR, dividends, net realized gains/losses, net unrealized appreciation/depreciation, origination/funding activity, and individual goals; Ms. Botelho’s 2024 cash bonus was $440,000 determined under this discretionary framework .
| Metric | Weighting | Target | Actual | Payout Linkage | Notes |
|---|---|---|---|---|---|
| ROE (Company) | Not disclosed | Not disclosed | 17.2% (2024) | Discretionary bonus determination | Committee assesses relative/absolute performance vs peers |
| ROAA (Company) | Not disclosed | Not disclosed | 9.0% (2024) | Discretionary bonus determination | 100th percentile vs peer group (1–5 yr) |
| TSR/AASR | Not disclosed | Not disclosed | TSR value of $100: $250.11 (2024); AASR 33.3% (1‑yr) | Discretionary bonus determination | Committee considers shareholder return alignment |
| Legal/Compliance Objectives | Not disclosed | Not disclosed | Not disclosed | Discretionary bonus determination | Individual goals approved by Committee |
Option awards:
- HTGC has not granted stock options to executive officers since 2010; none were granted in 2024 .
Equity Ownership & Alignment
Ownership summary and guidelines:
| Item | Detail |
|---|---|
| Beneficial Ownership (04/17/2025) | 67,563 shares; includes 48,171 restricted shares; <1% of class (175,420,455 shares outstanding) |
| Ownership Guidelines | Executives must hold ≥2x salary within 3 years; Ms. Botelho met her guideline as of 12/31/2024 |
| Shares/RSAs/RSUs Held (12/31/2024) | 70,768 combined shares, RSAs, and RSUs (used for guideline assessment) |
| Pledging/Hedging | Prohibited for directors, officers, employees under Corporate Governance Guidelines |
| Clawback | NYSE‑compliant compensation recoupment policy for Section 16 officers covering restatements; applies to incentive‑based comp on/after 10/2/2023 |
Outstanding unvested awards at 12/31/2024:
| Award | Grant Date | Unvested Units | Market Value ($) |
|---|---|---|---|
| RSA | 01/10/2022 | 490 | $9,844 |
| RSA | 01/11/2023 | 9,260 | $186,033 |
| RSU | 02/06/2023 | 3,408 | $68,467 |
| RSU | 12/07/2023 | 9,791 | $196,701 |
| RSA | 01/09/2024 | 25,862 | $519,568 |
| RSU | 12/05/2024 | 10,576 | $212,472 |
Program mechanics that impact selling pressure:
- RSAs receive dividends and vest quarterly after year one; tax withholding via share retirement is permitted under SEC exemptive relief, contributing to periodic share retirements on vesting events .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start | Joined HTGC in 2022 |
| Contract Term/Auto‑Renewal | Not disclosed |
| Severance (salary/bonus) | Not disclosed (no specific severance agreement disclosed for Ms. Botelho) |
| Change‑of‑Control Vesting | Full acceleration of outstanding RSAs and RSUs upon change‑in‑control or death/disability (for all NEOs) |
| Non‑Compete/Non‑Solicit/Garden Leave | Not disclosed |
| Potential Payments (as of 12/31/2024) | Accelerated equity award vesting value: $1,193,085 upon death/disability or change of control |
Board‑level governance interfaces:
- As Corporate Secretary and CCO, she is the designated contact for board communications and whistleblower matters routing to the Audit Committee Chair when appropriate, reinforcing governance oversight and compliance rigor .
Investment Implications
- Alignment: Material equity participation (RSAs/RSUs) plus strict anti‑hedging/anti‑pledging and NYSE‑compliant clawback policies support long‑term alignment; she met ownership guidelines (≥2x salary) by 12/31/2024, reducing misalignment risk .
- Retention: Seven‑year LTRSUs (granted in Dec 2024) and multi‑year RSA vesting cadence create strong retention hooks; full acceleration only under change‑in‑control/death/disability, with no disclosed cash severance, implying retention reliance on equity rather than guaranteed cash .
- Selling pressure: Quarterly RSA vesting and allowed tax withholding via share retirement suggest routine supply events, but insider pledging/hedging is prohibited; no Form 4 sales data provided in proxy, so monitor filings for transactional signals around quarterly vest dates .
- Pay‑for‑performance: Although formulaic targets are prohibited for BDCs, 2024 bonuses were sized against standout ROE/ROAA/TSR vs peers; ongoing strong relative metrics should support stable incentive outcomes if legal/compliance execution remains robust .
- Governance risk: Central role in compliance and board communications augments control environment; absence of related‑party transactions and continued high say‑on‑pay support (90.3% in 2024) reduce governance red‑flags for investors .