Pam Randhawa
Hercules CapitalAbout Pam Randhawa
Pam Randhawa (age 56) is an Independent Director of Hercules Capital, Inc. (HTGC) serving since 2021 (Class I; term expires in 2026). She is CEO and Founder of Empiriko Corporation (biotechnology), with prior leadership roles in healthcare and life sciences technology; she holds a BA in Economics (University of Rajasthan) and an MPM from Carnegie Mellon University . She currently sits on HTGC’s Audit and Nominating & Corporate Governance Committees, bringing entrepreneurial, life sciences, governance, and strategic planning expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empiriko Corporation | CEO & Founder | 2010–present | Biotech founder-operator; strategy, financing, governance |
| AgroGreen Biofuels | Co-Founder | 2010–2012 | Renewable energy startup co-founder |
| Sermo (healthcare tech) | VP, Strategic Development | 2008–2009 | Growth strategy in health tech |
| Phase Forward (life sciences tech) | VP, Marketing | 2005–2007 | Commercial leadership in life sciences software |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Life Sciences Center | Director (state investment fund) | 2016–present | Sector development & capital allocation oversight |
| Massachusetts Biotechnology Council (MassBio) | Director; past Chair | 2017–present | Industry advocacy and governance |
| World Economic Forum Global Future Council on Biotechnology | Member | 2018–2020 | Global biotech policy/insight contributor |
| NSF & NIJ Center for Advanced Research in Forensic Science | Industrial Advisory Board Chair | 2019–2020 | Advisory leadership for forensic science R&D |
| State of Massachusetts | Economic Development Planning Council Member | 2019 | Public policy/economic planning |
| Boston Women’s Workforce Council | Member | 2016–2020 | Pay equity initiative; public‑private partnership |
Board Governance
- Committee assignments: Audit; Nominating & Corporate Governance (not a chair) .
- Independence: Board determined Ms. Randhawa is independent under NYSE and 1940 Act standards; independence reviewed annually with conflict screening .
- Attendance and engagement: All Directors attended at least 75% of aggregate Board and Committee meetings in 2024; Audit (5), Compensation (5), and Governance (4) meetings were held .
- Executive sessions/structure: Independent Committees; regular executive sessions; Lead Independent Director in place; robust governance policies (codes, insider trading, related‑party policy) .
Fixed Compensation (Independent Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard independent director retainer |
| Additional annual retainer (form elected) | $105,000 | Board‑approved additional retainer; Ms. Randhawa elected to take 2,898 shares in lieu of $52,500 of cash; remainder presumably paid in cash |
| Total “Fees Earned or Paid in Cash” (as reported) | $205,000 | Per 2024 Director Compensation table |
| Committee chair/member fees | — | Chair fees disclosed for chairs only; no chair role for Ms. Randhawa |
| Meeting fees | Not disclosed | Not specified in proxy |
Structure: Independent Directors receive a $100,000 annual retainer, plus an additional $105,000 annual retainer (cash or shares at director election). Chair premiums: $60,000 (Board Chair), $25,000 (Audit/Comp Chairs), $15,000 (Governance Chair) .
Performance Compensation
| Element | Grant date | Vehicle | Quantity/Value | Vesting/Performance Conditions |
|---|---|---|---|---|
| Annual equity for re‑election (if applicable) | N/A for Randhawa in 2024 | RSA | — | In 2024, only certain re‑elected directors (Fallon, Theodosopoulos, Crowell) received 3,030-share RSAs; Ms. Randhawa did not receive this grant in 2024 |
| Options/PSUs/Performance metrics | — | — | — | No option awards; no disclosed performance metrics for director compensation |
Directors’ equity is not performance‑conditioned; compensation is not tied to financial/ESG metrics for non‑employee directors; no options granted to directors in 2024 .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Massachusetts Life Sciences Center | Public sector/state agency | Director | Not a public company directorship; no interlock disclosed with HTGC |
| Massachusetts Biotechnology Council | Nonprofit | Director; past Chair | No HTGC related‑party transaction disclosed |
| Additional public company boards | — | — | None disclosed for Ms. Randhawa |
No Compensation Committee interlocks or Item 404 related‑party relationships were disclosed for committee members; the Board maintains a related‑person transaction approval policy consistent with 1940 Act restrictions .
Expertise & Qualifications
- Venture and life sciences leadership; governance and strategic planning across public/private/nonprofit spheres .
- Finance/IT/commercial experience (sales, BD, marketing) with M&A exposure and enterprise risk management familiarity .
- Education: BA Economics (University of Rajasthan); MPM (Carnegie Mellon University) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Includes Restricted | % of Class | Dollar Range | Notes |
|---|---|---|---|---|---|
| Pam Randhawa | 16,225 | 2,823 restricted shares | <1% | Over $100,000 | Beneficial ownership as of April 17, 2025; anti‑pledging and anti‑hedging policies apply to directors |
As of Dec 31, 2024, Ms. Randhawa held 2,823 unvested RSAs; directors are reimbursed for reasonable out‑of‑pocket board expenses . HTGC maintains stock ownership guidelines for directors and executives (specific director multiples not detailed in the proxy) .
Governance Assessment
- Board effectiveness: Independent, committee‑active director with sector‑relevant biotech/healthcare technology expertise; Audit and Governance Committee roles support risk oversight and board refreshment/succession workstreams .
- Alignment: Elected to receive a portion of fees in stock ($52,500 via 2,898 shares), indicating incremental alignment; holds >$100k in HTGC equity; hedging and pledging prohibited, supporting alignment quality .
- Independence/attendance: Board confirmed independence; directors met at least 75% attendance thresholds in 2024; no Compensation Committee interlocks or Item 404 related‑party exposures disclosed .
- Compensation reasonableness: 2024 director pay for Ms. Randhawa ($205,000) is within the HTGC structure; no option grants; equity for directors principally tied to elections/re‑elections rather than performance metrics, consistent with BDC director pay practice disclosed .
RED FLAGS
- None disclosed for Ms. Randhawa: no pledging/hedging, no related‑party transactions, no interlocks, and attendance thresholds satisfied at the board level . Potential perceived conflicts from external sector roles (Empiriko/MassBio) are mitigated by 1940 Act restrictions and the Company’s related‑party approval policy, with no transactions disclosed under Item 404 .