Stephen Cassani
About Stephen A. Cassani
Stephen A. Cassani, age 58, is an independent Class I director of TriplePoint Venture Growth BDC Corp. (TPVG) serving since 2013; his current term expires at the 2027 annual meeting . He is co‑founder of Haven Capital Partners (est. 2009) and has 30+ years in investment banking and finance focused on growth-stage, VC- and PE‑backed companies and real estate; he holds a B.A. from UC Berkeley and an MBA from Columbia Business School . TPVG’s Board has affirmatively determined he is independent under NYSE rules and the Investment Company Act of 1940 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Global Markets | Managing Director; led West Coast private capital markets | 2001–2008 | Led financings for expansion/growth-stage VC/PE-backed companies |
| Brand3 (venture-backed software) | Vice President, Client Management | 2000–2001 | Client leadership at venture-backed issuer |
| Montgomery Securities / Banc of America Securities | Principal, Investment Banking (consumer sector) | 1996–2000 | Sector coverage and execution |
| Chase Securities | Private Equity Placements Group | Prior to 1996 | Began investment banking career in PE placements |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haven Capital Partners (real estate investment, development, management) | Co‑founder | Since 2009 | Advises family offices; oversees development, financing, capital raising, and new investments |
Board Governance
- Independence: Classified as independent under NYSE listing standards and not an “interested person” under the 1940 Act .
- Tenure/Term: Director since 2013; Class I term expires 2027 .
- Committee assignments and chair roles (2024 activity levels):
- Nominating & Corporate Governance (Chair); 5 meetings in 2024 .
- Audit Committee (Member); 4 meetings in 2024 .
- Valuation Committee (Member); 4 meetings in 2024 .
- Compensation Committee (Member); 1 meeting in 2024 .
- Attendance/Engagement: Board met 5 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; directors encouraged to attend annual meetings (all did in 2024) .
- Governance structure: Six of eight directors are independent; four standing committees comprised solely of independent directors; Lead Independent Director role established in 2024 (Steven P. Bird) with defined responsibilities; independent directors meet in executive session .
Fixed Compensation
Director fees are cash-based (annual retainer plus meeting fees and chair/lead premiums); no direct compensation is paid to interested directors.
| Fee Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Directors) | $80,000 | 2024 and 2023 schedule |
| Board meeting fee (in-person) | $2,500 per meeting | 2024/2023 schedule |
| Board meeting fee (virtual) | $1,500 per meeting | 2024/2023 schedule |
| Committee meeting fee (in-person) | $1,000 per meeting | 2024/2023 schedule |
| Committee meeting fee (virtual) | $500 per meeting | 2024/2023 schedule |
| Audit Chair premium | $10,000 | Annual |
| NCG/Valuation/Compensation Chair premium | $5,000 | Annual |
| Lead Independent Director premium | $15,000 | Pro‑rated for service in role |
| Director Compensation – Cassani | 2023 | 2024 |
|---|---|---|
| Total cash compensation | $109,000 | $109,500 |
| Pension/retirement benefits | $0 | $0 |
Performance Compensation
| Element | Disclosure (2024) | Notes |
|---|---|---|
| Stock options | None granted | Company did not grant stock options in 2024 |
| RSUs/PSUs/DSUs (director equity) | Not disclosed | 2024 proxy discloses only cash retainers/meeting fees for directors; no director equity awards listed |
| Performance metrics for director pay | Not applicable | Director fees are fixed cash; no performance-linked metrics disclosed |
Other Directorships & Interlocks
| Company | Listing | Role | Notes |
|---|---|---|---|
| TriplePoint Private Venture Credit Inc. (TPVC) | Non-listed BDC | Director | Included in “Other Public Directorships Held…(past 5 years)” table; TPVC is part of the TriplePoint platform . |
- Compensation Committee interlocks: None during 2024 (no interlocking relationships under SEC rules) .
Expertise & Qualifications
- 30+ years in investment banking/capital markets for growth-stage VC/PE‑backed companies; extensive financing, capital raising, and real estate investment experience .
- Education: B.A., University of California, Berkeley; MBA, Columbia Business School .
Equity Ownership
Beneficial ownership snapshot (record dates)
| Metric | 2024 Record Date (Mar 8, 2024) | 2025 Record Date (Mar 7, 2025) |
|---|---|---|
| Shares beneficially owned | 4,597 | 6,200 |
| Ownership % of outstanding | <1% (asterisked in table) | <1% (asterisked in table) |
| Dollar range (director table) | $10,001–$50,000 | $10,001–$50,000 |
Insider open-market purchases (Form 4)
| Item | 2024-03-11 | 2024-03-12 |
|---|---|---|
| Shares purchased | 1,103 | 500 |
| Price | $9.99 | $9.90 |
| Post-transaction holdings | 5,700 | 6,200 |
Alignment safeguards and restrictions
- Insider trading policy: Requires pre‑clearance; prohibits short‑term trading, short sales, derivatives on Company stock, and hedging; pledging is prohibited absent pre‑approval .
Governance Assessment
- Independence and workload: Cassani is affirmed independent and plays a central role in board effectiveness as NCG Chair and member of Audit, Valuation, and Compensation, with active committee calendars (5 NCG; 4 Audit; 4 Valuation; 1 Compensation in 2024), supporting strong governance and oversight .
- Attendance/engagement: Met the ≥75% attendance threshold alongside all directors; Board met five times and directors attended the 2024 annual meeting, indicating baseline engagement .
- Ownership alignment: Increased personal stake via open‑market purchases in March 2024; total holdings rose from 4,597 (as of 3/8/24) to 6,200 (as of 3/7/25). Company policies restrict hedging and pledging, bolstering alignment .
- Compensation structure: Director pay is cash‑based (retainers/meeting fees; chair premium). No option grants in 2024; the proxy lists no director equity awards for 2024—this limits explicit equity-linked incentives relative to equity retainers some boards use .
- Conflicts and related‑party mitigation: While TPVG operates within the TriplePoint platform (with advisory and administrative affiliates), conflicts are addressed via independent committees, annual agreement re‑approvals, and an SEC Exemptive Order governing co‑investments that requires “required majority” approval by independent directors for fairness and no overreaching .
- Interlocks/red flags: No Compensation Committee interlocks in 2024; Board independence re‑affirmed; no Section 16(a) filing delinquencies reported; no pledging permitted absent approval; no option repricings disclosed .
