Seth Meyer
Hercules CapitalAbout Seth Meyer
Seth H. Meyer is Chief Financial Officer of Hercules Capital (HTGC) and has served in this role since 2019; he is 56 years old and oversees the company’s financial and accounting functions . He holds a B.S. in Accounting and an MBA in Professional Accounting from Michigan State University . Company performance under the current leadership has been strong, with 2024 ROE of 17.2%, net income of $262.966 million, and cumulative TSR value of an initial $100 at $250.11; HTGC’s 1-, 3-, and 5‑year ROE/ROAA rankings versus its peer group were generally at the 100th percentile, and AASR at 82–92% percentile as of year-end 2024 . The compensation program ties executive pay to discretionary assessments of performance factors including ROE, dividends, and realized/unrealized gains, consistent with BDC regulatory constraints .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Swiss Re Corporate Solutions Ltd. | Chief Financial Officer | 2011–2017 | Led corporate finance for a major corporate solutions subsidiary . |
| Swiss Re (Group) | Managing Director; Group Tax Director; Finance Division Operating Officer; Head of Finance Large Transactions | 2000–2011 | Directed group tax and large transaction finance; operational finance leadership . |
| PricewaterhouseCoopers LLP | Senior Tax Manager | 1997–2000 | Managed complex tax engagements at a Big Four firm . |
| Jackson National Life Insurance Company | Tax Manager | 1994–1997 | Insurance industry tax oversight . |
| KPMG Peat Marwick | Senior Tax Accountant | 1992–1994 | Tax accounting experience at Big Four firm . |
| Burke & Stegman CPAs | Tax/Audit Assistant | 1990–1992 | Early career tax and audit work . |
External Roles
No public company directorships or external governance roles are disclosed for Mr. Meyer in the proxy’s officer section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 550,000 | 550,000 |
| 401(k) Company Contribution ($) | 27,000 | 30,000 | 30,500 |
Performance Compensation
Annual Cash Bonus (Discretionary)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Cash Bonus ($) | 875,000 | 835,000 | 915,000 |
Notes:
- Bonus decisions are fully discretionary (no formulaic targets) due to 1940 Act constraints, with the Compensation Committee assessing Company and individual performance including relative ROE, ROAA, and AASR vs. peer group, credit performance, funding goals, yields, efficiency ratios, investment income, and realized/unrealized gains/losses .
Equity Awards Granted and Vesting Framework
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSA | 01/09/2024 | 94,828 | 1,650,007 | 1/3 on 1st anniversary; remaining in equal quarterly installments over next 2 years . |
| LTRSU | 12/05/2024 | 10,576 | 97,193 | 7‑year cliff vest; no dividends during vesting . |
| RSMA (Milestone RSA) | 12/05/2024 | 132 | 2,496 | Same RSA schedule: 1/3 after 1 year, then quarterly over 2 years . |
| RSA | 01/09/2025 | 82,583 | 1,650,008 | 1/3 on 1st anniversary; remaining in equal quarterly installments over next 2 years . |
Additional program notes:
- The company used RSAs and RSUs (no stock options) for NEOs; HTGC has not granted options to executive officers since 2010 and granted none in 2024 .
- Equity is used in lieu of profit-sharing due to BDC rules; awards are discretionary and aligned with performance and retention objectives .
Performance Metrics Considered (Disclosure Framework)
| Metric | Weighting | Target | Actuals Referenced | Payout Linkage |
|---|---|---|---|---|
| ROE | Not disclosed; discretionary per 1940 Act | Not disclosed | 2024 ROE: 17.2% | Committee judgment; used in bonus sizing . |
| ROAA | Not disclosed; discretionary | Not disclosed | HTGC ranked ~100th percentile vs. peers (1-, 3-, 5‑yr) | Committee judgment . |
| AASR/TSR | Not disclosed; discretionary | Not disclosed | 2024 TSR value of initial $100: $250.11; 1-, 3-, 5‑yr percentile 82–92% | Committee judgment . |
| Dividends paid | Not disclosed; discretionary | Not disclosed | Considered among key measures | Committee judgment . |
| Realized/unrealized gains | Not disclosed; discretionary | Not disclosed | Considered among key measures | Committee judgment . |
Equity Ownership & Alignment
| Ownership Detail | Data |
|---|---|
| Total Beneficial Ownership (as of 04/17/2025) | 384,630 shares; includes 165,810 restricted shares . |
| Ownership % of Shares Outstanding | Less than 1% (HTGC had 175,420,455 shares outstanding) . |
| Stock Ownership Guidelines | 2x annual salary for NEOs; compliance required within 3 years of joining . |
| Compliance Status | Mr. Meyer met/exceeded the minimum guideline as of 12/31/2024 . |
| Pledging/Hedging | Company prohibits pledging, margin accounts, and hedging/monetization transactions for executives . |
| Options | None outstanding; executives hold RSAs/RSUs only . |
| Vested vs. Unvested (12/31/2024) | Unvested: RSAs and RSUs by tranche (see below) . |
Unvested award detail (12/31/2024):
- RSAs: 6,072 (01/11/2022), 46,297 (01/11/2023), 94,828 (01/09/2024), 132 (12/05/2024) .
- RSUs: 13,633 (02/06/2023), 13,055 (12/07/2023), 10,576 (12/05/2024) .
- Market value (12/31/2024 close) examples: 94,828 RSAs valued at $1,905,095; 10,576 RSUs valued at $212,472 .
Vesting activity and potential selling pressure:
- Shares acquired on vesting in 2024: 95,318; value realized $1,769,648 (before share withholding for taxes), indicating ongoing quarterly vesting that may necessitate tax-related dispositions .
Employment Terms
| Topic | Terms |
|---|---|
| Employment start date | Joined HTGC as CFO in 2019 . |
| Contract term, severance | No specific employment agreement or severance multiples disclosed for Mr. Meyer; CEO has a separate retention agreement . |
| Change-in-control (CIC) | Single-trigger full acceleration of all unvested restricted stock and LTRSUs upon CIC or death/disability (all NEOs) . |
| CIC/Termination value (12/31/2024) | Accelerated equity vesting value: $3,708,473 for Mr. Meyer; same amount for CIC or death/disability; no severance cash disclosed for Mr. Meyer . |
| Clawback | NYSE-compliant clawback for Section 16 officers covering incentive-based compensation tied to financial reporting metrics within 3 fiscal years preceding a restatement; SOX 304 recovery applies to CEO/CFO after restatement . |
| Anti-pledging/hedging | Prohibited for directors, officers, employees . |
| Tax gross-ups | Company states no tax gross-up payments as a governance best practice . |
| Ownership guidelines | 2x salary for NEOs; confirmed compliance as of 12/31/2024 . |
Compensation Structure Analysis
- Mix and trends: Mr. Meyer’s cash compensation remained stable (salary $550k), with discretionary bonuses reflecting strong company performance; equity grants (RSAs and LTRSUs) provide multi-year retention and alignment, with no stock options outstanding since 2010, reducing risk of option repricing .
- Pay-for-performance: Committee assessed 1-, 3-, and 5‑year ROE/ROAA/AASR vs peer group (generally ≥90th percentile), credit performance, funding goals, yields, and investment income to size bonus/equity awards, within a fully discretionary framework mandated by the 1940 Act .
- Ownership alignment: Compliance with stock ownership guidelines and prohibition on pledging/hedging supports alignment; RSAs receive dividends like common shares, while LTRSUs are long-dated and do not receive dividends, enhancing retention .
Director and Committee Context (Governance Over Compensation)
- The Compensation Committee (Chair: Gayle Crowell; members: DeAnne Aguirre, Wade Loo, Nikos Theodosopoulos) oversees executive compensation and retains FW Cook as independent consultant; 2024 say-on-pay received 90.3% approval .
- Anti-hedging/pledging, ownership guidelines, and clawback policies are in place; no tax gross-ups .
Multi-Year Compensation Summary (Meyer)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Compensation ($) | 2,726,998 | 3,040,903 | 3,245,197 |
| Stock Awards ($) | 1,274,998 | 1,625,903 | 1,749,697 |
| Options ($) | — | — | — |
Investment Implications
- Retention and execution stability: Seven-year LTRSUs (granted annually in 2023–2024) and ongoing RSA schedules create strong retention hooks while aligning with shareholder outcomes; absence of options reduces repricing risk .
- Selling pressure: Regular quarterly RSA vesting and annual vest cliffs lead to periodic tax withholding and potential market sales; 95,318 shares vested for Meyer in 2024 ($1.77M value), indicating predictable vesting cadence .
- Alignment and governance: Strict anti-pledging/hedging, ownership guidelines (met), and an NYSE-compliant clawback enhance alignment and protect against aggressive risk-taking; no tax gross-ups .
- CIC economics: Single-trigger full acceleration for all NEO equity on CIC/death/disability implies potential overhang in transactional scenarios (Meyer accelerated vesting value $3.71M at 12/31/2024), but no cash severance disclosed for Meyer, limiting immediate cash outflows .
- Pay-for-performance: Discretionary bonuses are evaluated against top-tier ROE/ROAA/AASR outcomes and core credit/investing KPIs; 2024 performance was strong (ROE 17.2%, TSR $250.11 per $100, net income $262.966M), supporting above-prior-year bonus .