Thomas Fallon
Hercules CapitalAbout Thomas J. Fallon
Independent director of Hercules Capital, Inc. (HTGC); age 63; board member since 2014 (Class II, term expires 2027). Current EVP, Business Development at Sanmina Corporation (since 2022) and former CEO of Infinera Corporation (2010–2020). Education: BS Mechanical Engineering and MBA from the University of Texas at Austin. Determined independent by the Board under NYSE and 1940 Act standards; Board evaluated relationships and found no material conflicts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infinera Corporation | Chief Executive Officer | 2010–2020 | Led global supplier of networking solutions |
| Infinera Corporation | Chief Operating Officer | 2006–2009 | Operations leadership |
| Infinera Corporation | VP Engineering & Operations | 2004–2006 | Engineering/ops leadership |
| Cisco Systems, Inc. | VP Corporate Quality & Development Ops | 2003–2004 | Quality and development oversight |
| Cisco Systems, Inc. | General Manager, Optical Transport BU; VP Operations; VP Supply | 1991–2003 | Business unit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sanmina Corporation | Executive Vice President – Business Development | 2022–present | Electronics manufacturing services |
| Infinera Corporation | Director | 2009–2022 | Public company board service |
| Piccaro | Director | 2010–2016 | Technology company board |
| University of Texas at Austin | Engineering Advisory Board member | Not specified | Academic advisory role |
| University of Texas | President’s Development Board member | Not specified | Development board member |
| QuantumScape | Technical Advisory Board member | Not specified | Advisory role to battery tech company |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Members include DeAnne Aguirre, Gayle Crowell, and Pam Randhawa; 4 meetings held in 2024 .
- Independence: Board determined Fallon is independent under NYSE and 1940 Act; independence reviewed annually; anti-hedging and anti-pledging policies apply to directors .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; all then-serving directors attended the 2024 annual meeting. Board held 4 regular and 3 special meetings in 2024; executive sessions of independent directors are held regularly .
- Lead Independent Director: Robert P. Badavas (also Board Chair) .
- Governance signals: Stock ownership guidelines for directors; majority voting with resignation policy; say‑on‑pay approval 90.3% in 2024 (votes cast) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $220,000 | Includes base director retainer and chair fees; plus elective share retainer valued at $105,000 (5,723 shares in lieu of cash) |
| Committee Chair Fee | Included | Governance Chair receives $15,000 annually |
| Additional Annual Retainer (cash or shares) | Included | Directors could elect $105,000; Fallon elected shares (5,723) |
| Total Cash/Fees | $220,000 | — |
| Equity Grant (RSA) | $59,994 | 3,030 shares granted in connection with re‑election |
| Total Director Compensation | $279,994 | — |
Director cash compensation framework: Annual retainer $100,000; Chair of Board +$60,000; Chair of Audit/Compensation +$25,000; Chair of Governance +$15,000; additional annual retainer $105,000 (electable in cash or shares) .
Performance Compensation
| Equity Award | Grant Detail | Value |
|---|---|---|
| RSA (re‑election grant) | 3,030 shares during 2024 | $59,994 |
As of December 31, 2024, Fallon held 3,030 unvested RSAs; the proxy does not disclose specific vest dates for director RSAs beyond the grant and unvested status .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| Infinera Corporation | Director (public) | Not disclosed | Prior public company board; no related‑party transactions disclosed by HTGC |
| Piccaro | Director (private) | Not disclosed | No related‑party transactions disclosed by HTGC |
- Compensation Committee interlocks: None existed during 2024 among Board/Comp Committee/HTGC executives .
- Related party transactions: HTGC operates under 1940 Act restrictions; transactions with affiliates are screened, reviewed, and require Board approval or SEC exemptive relief; no director‑specific related‑party transactions disclosed for Fallon .
Expertise & Qualifications
- Leadership/Strategy: Former CEO and COO; extensive operating leadership in technology and networking .
- Enterprise Risk Management: Experience managing risk as CEO; governance expertise .
- Strategic Planning and M&A: Senior executive‑level planning and M&A experience, including post‑acquisition integration .
- Industry: Significant venture capital and technology sector experience .
- Education: BS Mechanical Engineering; MBA (UT Austin) .
Equity Ownership
| Holder | Shares Beneficially Owned | Detail | % of Shares Outstanding |
|---|---|---|---|
| Thomas J. Fallon | 99,697 | Includes 6,789 restricted shares; 92,908 held by Fallon Family Revocable Trust; disclaims beneficial ownership except pecuniary interest | <1% (HTGC notes “Less than 1%”) ; Shares outstanding 175,420,455 as of Apr 17, 2025 |
Anti‑pledging/hedging: Directors are prohibited from pledging HTGC shares and engaging in hedging/monetization transactions . Director stock ownership guidelines are in place (applies to directors and executives) .
Governance Assessment
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Strengths:
- Independent Governance Committee chaired by Fallon; 4 committee meetings in 2024 indicate active oversight of board composition, succession, and evaluations .
- Robust governance framework: majority independent board, lead independent director, executive sessions, anti‑hedging/anti‑pledging, stock ownership guidelines .
- High say‑on‑pay approval (90.3% in 2024), supporting investor confidence in compensation governance .
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Alignment:
- Director pay mix predominantly fixed fees with modest annual equity grants; Fallon elected to receive additional retainer in shares (5,723), which modestly increases equity exposure .
- Beneficial ownership (99,697 shares, including restricted and trust holdings) provides skin‑in‑the‑game, albeit below 1% of outstanding shares given HTGC’s size .
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Watch items:
- External executive role at Sanmina while serving as Governance Chair: no related‑party transactions disclosed, and independence affirmed; monitor for any future HTGC transactions involving Sanmina or portfolio companies with material ties to Fallon’s affiliations .
- Vesting and award practices: Director RSAs granted upon re‑election are standard; ensure continued avoidance of option repricing or non‑standard equity modifications (company states no option grants to executives since 2010; director equity terms are routine) .
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Red flags: None disclosed for Fallon regarding attendance, related‑party transactions, hedging/pledging, or legal proceedings. All directors met attendance thresholds; anti‑pledging/anti‑hedging policies in place .