Kimberley Vogel
About Kimberley H. Vogel
Kimberley H. Vogel, 57, is an Independent Director of TriplePoint Venture Growth BDC Corp. (TPVG) and has served on the Board since 2021 (Class II). She is up for re‑election at the 2025 annual meeting as a Class II nominee for a term expiring in 2028, and is designated independent under NYSE rules and the 1940 Act . Vogel holds an MBA from Harvard Business School, an undergraduate degree in accounting from Saint Mary’s College of California, and is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| mFoundry Inc. (acquired by FIS) | Chief Financial Officer | 2005–2014 | Led finance for mobile banking/payments provider; sale to FIS in 2013 |
| BaseVenture Investing, Inc. (acquired by FIS) | President, Co‑Founder, Director; Transitional President (post‑sale) | 2014–2019 | Co‑founded and led cloud-based software company; oversaw transition after sale to FIS in 2019 |
| Stanford University Continuing Studies | Instructor | 2024–present | Teaching/industry engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TriCo Bancshares (NASDAQ: TCBK) | Director | 2020–present | Chair, Audit Committee; member, Compensation & Management Succession and IT/Cybersecurity Committees |
| Forge Global Holdings, Inc. (NYSE: FRGE) | Director | Mar 2022–present | Chair, Audit Committee; Chair, Compensation Committee; member, Nominating & Corporate Governance Committee |
| Forge Europe (Private; JV of FRGE and Deutsche Börse) | Director | Jan 2024–present | Director |
| Zachaphie, Inc. (Private) | Director | Not disclosed | Board member (real estate) |
| Harvard Business School Association of Northern California | CFO & ex‑officio Director | Not disclosed | Finance leadership for HBS alumni association |
Board Governance
- Independence: The Board affirmatively determined Vogel is independent under NYSE standards and the 1940 Act; the Board reviewed related-party matters and concluded no impairment of independence .
- Committee assignments at TPVG (2024 activity year):
- Audit Committee: Chair; designated “audit committee financial expert”; met 4 times .
- Nominating & Corporate Governance Committee: Member; met 5 times .
- Valuation Committee: Member; met 4 times .
- Compensation Committee: Member; met 1 time .
- Attendance and engagement: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Board leadership and oversight: Independent directors meet in executive session; four standing committees comprise only Independent Directors; Lead Independent Director role held by Steven P. Bird since 2024 .
- Overboarding disclosure (audit committees): In the prior proxy (FY23), TPVG disclosed that Ms. Vogel (and Ms. Fornelli) simultaneously served on more than three public company audit committees; the Board determined this did not impair effectiveness .
Fixed Compensation
| Component | FY2024 Amount/Terms | Source |
|---|---|---|
| Annual retainer (Independent Directors) | $80,000 | |
| Board meeting fee (in-person / virtual) | $2,500 per in-person; $1,500 per virtual | |
| Committee meeting fee (in-person / virtual) | $1,000 per in-person; $500 per virtual | |
| Audit Committee Chair retainer (additional) | $10,000 | |
| NCG/Valuation/Comp Committee Chair retainers (additional) | $5,000 each (not applicable to Vogel at TPVG) | |
| Lead Independent Director retainer (additional) | $15,000, pro‑rated (held by Steven P. Bird) |
| Director | FY2023 Total ($) | FY2024 Total ($) |
|---|---|---|
| Kimberley H. Vogel | 104,000 | 104,500 |
Notes:
- TPVG pays no pension/retirement benefits to directors .
- D&O insurance is maintained for directors and officers .
Performance Compensation
| Element | FY2024 Status | Detail |
|---|---|---|
| Equity awards (RSUs/PSUs/DSUs) | None disclosed | TPVG’s director pay schedule is fee-based; no director equity grants disclosed in FY2024 proxy . |
| Stock options/SARs | None | Company granted no options in FY2024; nothing to report under Reg S‑K 402(x) . |
| Performance metrics (revenue, EBITDA, TSR, ESG, etc.) | Not applicable | Director pay is not performance‑linked at TPVG . |
Other Directorships & Interlocks
| Company | Relationship to TPVG | Interlock/Conflict Considerations |
|---|---|---|
| TriCo Bancshares (TCBK) | Unrelated bank holding company | No TPVG‑disclosed related‑party transactions; independence affirmed . |
| Forge Global (FRGE) | Unrelated private markets infrastructure/data company | No TPVG‑disclosed related‑party transactions; independence affirmed . |
| Forge Europe (Private JV of FRGE/Deutsche Börse) | Unrelated to TPVG | No TPVG‑disclosed related‑party transactions; independence affirmed . |
Expertise & Qualifications
- Financial/accounting: CPA; former CFO; designated Audit Committee Financial Expert at TPVG .
- Governance: Chairs multiple audit and compensation committees externally; TPVG NCG and Compensation Committee member .
- Industry: Corporate lending/fintech and software; executive experience across venture/fintech ecosystems .
- Education: MBA (Harvard Business School); BS Accounting (Saint Mary’s College of California) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Dollar Range (as of record date) |
|---|---|---|---|
| Kimberley H. Vogel | 3,834 | <1% | $10,001 – $50,000 (based on $7.61/share) |
| All directors & officers (9 persons) | 584,878 | 1.46% | Not disclosed |
Sources: Ownership table and totals ; dollar range table .
Additional notes:
- Section 16(a) compliance: Company states all required Forms 3/4/5 for 2024 were timely filed .
- Pledging/hedging: No pledging or hedging disclosures specific to directors were provided in the proxy; not disclosed .
Governance Assessment
-
Strengths
- Deep financial expertise; designated Audit Committee Financial Expert; chairs TPVG Audit Committee and leads core oversight of auditors, controls, and financial reporting quality .
- Broad external governance experience (audit/comp committee chairs at FRGE; audit chair at TCBK), adding capital markets, banking, and fintech perspective valuable to a BDC .
- Independence confirmed; no related‑party transactions impacting independence; robust committee structure with Independent‑only membership .
- Attendance threshold met; participated in a year with active committee cadence (Audit 4; NCG 5; Valuation 4; Compensation 1) .
-
Watch items / potential red flags
- Audit‑committee overboarding signal: Prior proxy disclosed Vogel served on more than three public company audit committees; TPVG’s Board concluded effectiveness not impaired (satisfies NYSE disclosure but can raise investor attention to workload) .
- External manager conflicts typical of externally‑managed BDCs: Advisory/Administration Agreements can incentivize AUM and valuation; oversight mitigants include Independent Director committees (Audit, Valuation, Comp) and annual re‑approvals (Advisory re‑approved Oct 30, 2024) .
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Alignment and pay structure
- Director pay is cash‑heavy with meeting and chair fees; no director equity grants or options in FY2024, limiting direct equity alignment vs. fee focus .
- Personal ownership of 3,834 shares (<1%); dollar range $10,001–$50,000; group ownership 1.46%—modest skin‑in‑the‑game at the board level .
-
Bottom line
- Vogel enhances board effectiveness via strong audit/governance expertise and relevant sector background. The main governance watch item is audit‑committee workload across multiple public boards (previously disclosed), which investors may monitor against TPVG’s evolving risk profile and the Board’s continuing oversight of external manager incentives .
