Robert Badavas
Hercules CapitalAbout Robert P. Badavas
Robert P. Badavas, age 72, is Lead Independent Director and Chairman of the Board at Hercules Capital (HTGC), serving since 2006. He is a former CEO/CFO/COO with deep operating and venture experience and is a Certified Public Accountant; he holds a bachelor’s degree in Accounting and Finance from Bentley University . He is classified as an Independent Director under NYSE and 1940 Act standards and presides over executive sessions of independent directors as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Petros Ventures, Inc. | President | 2009–2011; since 2016 | Management and advisory leadership |
| TAC Worldwide | President & CEO; EVP & CFO | 2003–2009 | Led multinational workforce services; CFO directed IT, finance, HR |
| PlumChoice, Inc. | Chairman & CEO | 2011–2016 | Technology services/software leadership |
| Atlas Venture | Senior Partner & COO | 2001–2003 | International VC operations |
| Cerulean Technology, Inc. | CEO | 1995–2001 | Venture-backed wireless application software |
| PwC | Certified Public Accountant | 1974–1983 | Audit/accounting expertise |
| Bentley University | Trustee Emeritus; Board Chair/Vice Chair | 2005–2019 | Board governance leadership |
| Hellenic College/Holy Cross School | Board of Trustees Exec Committee & Corporate Treasurer | 2002–2018 | Financial oversight |
| The Learning Center for the Deaf | Trustee Emeritus; Board Chair | 1995–2005 | Governance leadership |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Polyvinyl Films, Inc. | Director | Since 2019 | Private (manufacturer/distributor) |
| Constant Contact, Inc. | Director; Audit Chair | 2007–2016 | Public (acquired by Endurance International) |
| RSA Security | Director | Prior years | Public until acquisition by EMC |
| Arivana, Inc. | Director | Prior years | Public until acquisition by SAC Capital |
| On Technology | Director | Prior years | Public until acquisition by Symantec |
| Renaissance Worldwide | Director | Prior years | Public until acquisition by Aquent |
Board Governance
- Independence: Determined independent by the Board; all Audit, Compensation, and Governance members are independent per NYSE/1940 Act; no Compensation Committee interlocks or related-party disclosures for committee members .
- Roles: Lead Independent Director and Chairman; presides over executive sessions; direct communication channel via Corporate Secretary .
- Committees: Audit Committee member; Audit chaired by Wade Loo. Compensation chaired by Gayle Crowell; Governance chaired by Thomas J. Fallon .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; Board held 4 regular and 3 special meetings in 2024 .
- Policies: Anti-hedging and anti-pledging; code requires disclosure and approval of potential conflicts; related person transaction policy and 1940 Act restrictions enforced .
- Say-on-Pay context: Advisory approval 90.3% in 2024 (votes cast) .
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Annual Director Retainer (Cash) | $100,000 | $100,000 | Standard cash retainer |
| Board Chair Fee (Cash) | $60,000 | $60,000 | Additional for Chair of Board |
| Additional Annual Retainer (Cash or Shares) | $90,000 (elected structure per director) | $105,000 (elected cash/shares; Badavas took cash) | Annual additional retainer |
| Equity Grants (Independent Director RSAs) | $59,996 stock awards (4,234 shares) | $0 stock awards (none granted to him in 2024) | RSAs typically upon (re-)election |
| Total Director Compensation | $309,996 | $265,000 | Reported totals |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Value | Vesting Terms |
|---|---|---|---|---|
| RSA (Independent Director) | 2023 (re-election grant) | 4,234 | $59,996 | RSAs vest 1/3 at 1-year, then quarterly over next 24 months |
| Unvested RSAs (as of 12/31/2024) | — | 2,823 | n/a | Outstanding unvested RSAs held |
No performance metric-based pay is disclosed for directors; equity grants are time-based and aligned to board service rather than TSR/financial goals .
Other Directorships & Interlocks
- Current external board: Polyvinyl Films (private). Past public boards include Constant Contact (audit chair), RSA Security, Arivana, On Technology, Renaissance Worldwide .
- Interlocks/conflicts: The Company’s Governance Committee reviews independence and relationships; no related-party transactions requiring disclosure for Compensation Committee; 1940 Act restricts affiliate transactions and screening is enforced .
Expertise & Qualifications
- Leadership/Strategy: CEO/CFO/COO experience across private/public companies .
- Finance and Enterprise Risk: Directed IT, finance, accounting, alliances, HR; managed enterprise risk as CEO .
- Governance: Extensive executive and director experience in public and private companies .
- M&A: Experience across identification, evaluation, and post-integration activities .
- Client industries: Software, technology-enabled services, venture capital .
- CPA: PwC background; formal accounting training .
Equity Ownership
| Metric | As of Apr 9, 2024 | As of Apr 17, 2025 | Notes |
|---|---|---|---|
| Beneficial Shares | 126,686 (includes 15,000 options; 4,234 restricted; 107,452 via Badavas Trust 2007) | 111,686 (includes 2,823 restricted; 108,863 via Badavas Trust 2007) | Trust-held shares disclaimed except pecuniary interest |
| % of Shares Outstanding | <1% (162,230,026 shares outstanding) | <1% (175,420,455 shares outstanding) | |
| Anti-hedging/pledging | Prohibited by Corporate Governance Guidelines | Prohibited |
Governance Assessment
- Strengths: Long-tenured Lead Independent Director and Chairman with deep finance and operating expertise; independent status confirmed; strong governance architecture (independent committees, executive sessions, clawback, anti-hedging/pledging) supports investor alignment . Attendance threshold met across Board/committees in 2024; clear audit oversight responsibilities where he serves .
- Alignment: Director pay is predominantly fixed cash with periodic time-based equity; additional retainers increased in 2024, but no director performance-plan red flags (no tax gross-ups; stock grants vest over time) .
- Potential watch items: Long tenure (since 2006) may prompt refreshment considerations, though HTGC highlights board refreshment and committee chair succession over recent years . Equity holdings are meaningful but under 1%—typical for independent directors; no pledging allowed .
- Conflicts: No related-party transactions disclosed; Compensation Committee interlocks absent; 1940 Act restrictions and internal screening mitigate related-party risk .
Bold signals for investors:
- Lead Independent Director role and Board Chair concentration can be positive for oversight; engagement evidenced by executive sessions and direct stockholder communication channel .
- Director compensation structure is transparent; 2024 cash total of $265,000 and no equity grant that year; unvested RSAs outstanding (2,823) maintain alignment without performance gates .
- Governance practices (anti-hedging/pledging, clawbacks for Section 16 officers, majority voting with resignation policy) reduce governance risk .