Wade Loo
Hercules CapitalAbout Wade Loo
Independent director of HTGC since 2021; age 64; currently serves as Audit Committee Chair and member of the Compensation Committee. Former KPMG LLP audit partner and Partner-in-Charge of the Northern California Audit Business Unit (Silicon Valley/San Francisco); Certified Public Accountant (California). Education: Bachelor’s degree in Accounting from the University of Denver .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; Partner-in-Charge, Northern California Audit Business Unit | Not disclosed | Led KPMG’s Audit Committee Institute activities in Silicon Valley, providing governance best practices to audit committee chairs |
| Guidance Software (public) | Director; Audit Committee Chair | 2016–2017 | Oversight of financial reporting and audit |
| Kofax Ltd. (public) | Director; Audit Committee Chair | 2011–2015 | Oversight of financial reporting and audit |
| Silicon Valley Community Foundation | Board Member; Audit Committee Chair; Board Chair | 2015–2023; 2015–2019; 2021–2023 | Governance leadership |
| JobTrain | Board Member; Audit Committee Chair; Board Chair | 2006–2018; 2006–2010; 2011–2017 | Governance and audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Denver – Board of Trustees | Trustee | 2023–present | Board governance |
| Computer History Museum | Board Member | 2023–present | Non-profit governance |
| Mapletree Europe Income Trust | Investor Committee Member | 2021–present | Investment oversight (private REIT) |
| Mapletree US Commercial Income Trust | Investment Committee Member | 2021–present | Investment oversight (private REIT) |
| University of Denver – Daniels College of Business | Executive Advisory Board Member; Board Chair | 2015–present; 2018–2021 | Advisory leadership |
Board Governance
- Independence: The Board annually affirms independence; Loo is an Independent Director under NYSE and 1940 Act standards .
- Committee assignments: Audit (Chair); Compensation (member) .
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024; each attended the 2024 annual meeting .
- Governance practices: Independent committees; Lead Independent Director; executive sessions; anti-hedging and anti-pledging; stock ownership guidelines for directors; majority voting with resignation policy; say‑on‑pay approval 90.3% in 2024 .
| Committee | Role | Meetings Held in 2024 |
|---|---|---|
| Audit | Chair | 5 |
| Compensation | Member | 5 |
Fixed Compensation
| Component (Director, 2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Standard cash retainer for Independent Directors |
| Audit Committee Chair fee | $25,000 | Chair premium for Audit Committee |
| Additional annual retainer | $105,000 | Directors may elect cash or Shares; Loo elected 5,645 Shares in lieu of cash (valued at $105,000) |
| Fees earned or paid in cash (reported) | $230,000 | Total fees reported for Loo in 2024 |
| Stock awards (reported) | $0 | No 2024 RSA grant to Loo (RSA awards in 2024 were to other re-elected directors) |
Notes:
- Independent Director cash structure: $100k annual retainer; Chair premiums: $25k (Audit/Comp) and $15k (Governance); plus an additional $105k annual retainer (cash or Shares) .
- In 2024, Loo elected Shares for the additional retainer: 5,645 shares .
Performance Compensation
- Structure: No performance-conditioned equity (e.g., PSUs) disclosed for directors; Independent Directors may receive RSAs (time-based vesting) tied to re-election cycles .
- Vesting mechanics: RSAs vest one-third on the 1-year anniversary, then quarterly over 24 months; RSUs vest at 7 years (NEO program; directors did not receive RSUs in 2024) .
- 2024 grants: Loo did not receive a 2024 RSA grant; he held unvested RSAs of 1,505 shares as of year-end .
| Equity Award | Granted in 2024 | Outstanding Unvested (12/31/2024) | Vesting Schedule |
|---|---|---|---|
| RSA (Director) | No | 1,505 shares | 1/3 at year 1; remaining quarterly over next 24 months |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public boards | Guidance Software (2016–2017); Kofax Ltd. (2011–2015) |
| Committee interlocks | None; Compensation Committee members are independent and had no relationships requiring Item 404 disclosure; no interlocking relationships under Item 407(e) in 2024 |
| Related-party transactions | Company screens for affiliations; 1940 Act restricts transactions with affiliates; Board-level policy and SEC exemptive relief as needed |
Expertise & Qualifications
- CPA with extensive audit leadership; partner-level experience at KPMG; led audit committee education initiatives in Silicon Valley .
- Qualifications include finance/accounting/internal controls, enterprise risk management, governance, strategic planning, and M&A experience applicable to a BDC’s oversight needs .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 26,560 |
| Ownership % of class | Less than 1% (based on 175,420,455 shares outstanding) |
| Restricted shares included | 1,505 |
| Trust holdings | 25,055 shares held of record by the Loo Revocable Trust; Loo disclaims beneficial ownership except for pecuniary interest |
| Dollar range of HTGC securities | Over $100,000 |
| Pledging/hedging | Company policy prohibits pledging and hedging by directors |
Governance Assessment
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Strengths
- Independent director and Audit Committee Chair with deep audit and governance experience; aligns well with BDC risk/valuation oversight .
- Robust governance framework: independent committees; anti-hedging/anti-pledging; majority voting/resignation policy; strong say‑on‑pay (90.3% approval in 2024) supporting investor confidence .
- Engagement: All directors met 75% attendance threshold and attended 2024 annual meeting; Loo sits on two key committees (Audit chair; Compensation member), signaling active oversight .
- Ownership alignment: Holds 26,560 shares (includes 1,505 unvested RSAs); elected to receive 2024 additional retainer in Shares (5,645), indicating equity alignment .
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Watch items / potential conflicts
- Private REIT committee roles (Mapletree Europe/US) are unrelated to HTGC’s venture lending focus; no related‑party transactions disclosed, but continued monitoring is prudent .
- Prior audit firm seniority (KPMG) is a credential but not a conflict; independence affirmed annually by the Board .
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Overall: Loo’s audit leadership, independence, and equity alignment support board effectiveness; absence of related‑party exposure or interlocks and adherence to anti‑pledging policies reduce conflict risk. The committee structure and strong say‑on‑pay votes further bolster investor confidence in governance under his oversight .