Nikos Theodosopoulos
Hercules CapitalAbout Nikos Theodosopoulos
Independent Director at Hercules Capital (HTGC); age 62; board member since 2023; current term expires in 2027; serves on the Audit and Compensation Committees. Background includes senior equity research leadership (Managing Director, Technology Equity Research at UBS), prior engineering roles at AT&T, and extensive public-company board service; education includes B.S. EE (Columbia), M.S. EE (Stanford), and MBA (NYU Stern) . The Board states each Audit Committee member qualifies as an “audit committee financial expert” under SEC rules; he serves on Audit, implying financial expertise designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS (financial services) | Managing Director, Technology Equity Research | 1995–2012 | Led tech equity research coverage |
| Bear, Stearns & Co. | Senior Equity Research Analyst | 1994–1995 | Senior analyst role pre-acquisition by JPMorgan Chase |
| AT&T Bell Laboratories / AT&T Network Systems | Various engineering/technical roles | 1985–1994 | Engineering and network systems experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adtran Holdings (public) | Director | 2022–Present | Public company directorship |
| Arista Networks (public, prior) | Director; member Audit and Nominating & Corporate Governance | 2014–2023 | Committee service on Audit and NCG |
| Harmonic (public, prior) | Director; Chair of Audit Committee | 2015–2022 | Led audit oversight as committee chair |
| ADVA Optical Networking (public, prior) | Chair of Supervisory Board; Chair of Nomination & Compensation; member Audit | 2014–2022 | Chaired supervisory and comp committees; audit member |
| Motion Intelligence (private, prior) | Director | 2018–2022 | Private company governance experience |
Board Governance
- Independence: Classified as an Independent Director .
- Committee assignments (2024 meetings held): Audit (5); Compensation (5) . He is not a committee chair; current chairs are Loo (Audit), Crowell (Compensation), Fallon (Governance) .
- Attendance: “All Directors attended at least 75% of the aggregate number of meetings of the Board and of the respective Committees on which they served during 2024” .
- Board structure: 7/8 Directors independent, with an Independent Lead Director; regular executive sessions of independent directors .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 5 | Audit oversight, ERM oversight; committee members qualify as audit committee financial experts |
| Compensation | Member | 5 | Oversees director and executive compensation; approves clawback policy; all members independent |
Fixed Compensation
- Director cash retainer framework (2024): $100,000 base annual retainer; add’l chair fees: Board Chair $60,000, Audit/Compensation Chair $25,000 each, Governance Chair $15,000; plus an additional director retainer of $105,000 (electable in cash or shares) as approved by the Board .
- Mr. Theodosopoulos’ 2024 director compensation (as reported):
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $129,167 |
| Stock Awards (grant-date fair value, FASB ASC 718) | $59,994 |
| Total | $189,161 |
Notes:
- He elected to receive an additional retainer fee of 1,608 shares, total value $29,167, in lieu of cash (proration vs peers noted; proxy does not specify rationale) .
Performance Compensation
- Equity awards to directors are time-based restricted stock awards (RSAs) (no performance conditions disclosed for directors).
- 2024 equity actions:
| Award Type | Shares | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| RSA (re-election grant, 2024) | 3,030 | $59,994 | Not specified | Granted in connection with re-election (time-based RSAs) |
| Additional Retainer (elected as shares) | 1,608 | $29,167 | N/A | Additional annual retainer elected in shares |
- Unvested RSAs held as of 12/31/2024: 3,030 .
Other Directorships & Interlocks
- Current public board: Adtran Holdings (Director) .
- Compensation Committee interlocks: None existed during 2024; all members are independent and no relationships requiring disclosure under Item 404 for Compensation Committee members .
- Related-party transactions: The proxy emphasizes 1940 Act restrictions; transactions with affiliates are screened; Board/SEC exemptive relief sought if needed; no related-party transactions involving directors are disclosed in the cited sections .
Expertise & Qualifications
- Sector expertise: Technology and communications equipment; venture-backed company exposure .
- Financial expertise: Long-tenured sell-side research leader; Audit Committee financial expert per committee designation .
- Education: MBA (NYU Stern), M.S. EE (Stanford), B.S. EE (Columbia) .
Equity Ownership
| Measure | Detail |
|---|---|
| Total Shares Beneficially Owned (as of 4/17/2025) | 5,962 (includes 3,030 restricted shares) |
| Percent of Class | <1% |
| Dollar Range of Equity Securities Beneficially Owned | Over $100,000 |
| Pledging/Hedging | Anti-hedging and anti-pledging policy for Directors in place; no pledging disclosed in proxy |
Governance Assessment
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Positives for investor confidence:
- Independent director with dual committee service (Audit and Compensation), contributing financial rigor and compensation oversight .
- Audit Committee financial expertise designation; aligns with HTGC’s risk and valuation oversight needs as a BDC .
- Strong attendance culture (≥75% for all directors) and robust governance practices (independent majority, exec sessions, stock ownership guidelines, clawback policy) .
- Equity alignment via RSAs (3,030 unvested as of year-end 2024) and additional retainer elected partly in shares; beneficial ownership reported >$100,000 .
- No Compensation Committee interlocks or Item 404-compensation committee relationships disclosed; anti-hedging/pledging policy in effect .
-
Watch items / potential concerns:
- Additional retainer shares (1,608, $29,167) were below the typical $105,000 additional retainer received by peers in 2024; the proxy does not provide rationale (e.g., proration) .
- As an active external public-company director (Adtran), ongoing monitoring of time commitments remains prudent, though current load appears modest and not flagged by the company .
-
Broader shareholder context:
- 2024 Say-on-Pay approval: 90.3% of votes cast, indicating broad support for pay programs overseen by the Compensation Committee on which he serves .
Employment & Contractual Items (Director-Specific)
- Elected independent director effective September 21, 2023; entitled to standard director compensation and to enter into an indemnification agreement with the Company .