DEF 14A of Horizon Technology Finance Corp
Filed Apr 23, 20240001437749-24-012815
Election of Directors
Election of Directors The election of a director requires a plurality of the votes cast at the Meeting. Stockholders may not cumulate their votes. If you vote “Withhold Authority” with respect to a nominee, your shares will not be voted with respect to the person indicated. Because a director is elected by a plurality of the votes cast at the Meeting, votes to withhold authority will have no effect on Proposal 1.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with the Company’s certificate of incorporation and bylaws, the Board currently has eight members. Directors are divided into three classes with each class serving a staggered three-year term. At each annual meeting of Stockholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of Stockholders held in the third year following their year of election. After this election, the terms of Class I, II and III directors will expire at the annual meeting of Stockholders to be held in 2026, 2027 and 2025, respectively. Each director will hold office for the term to which he or she is elected or until his or her successor is duly elected and qualified. Mr. Goodman, Mr. Pomeroy and Mr. Savage are Class III directors, whose terms will expire at the 2025 annual meeting of Stockholders. Mr. Bottiglieri and Mr. Michaud are Class I directors, whose terms will expire at the 2026 annual meeting of Stockholders. Mr. Balkin, Mr. Mahoney and Ms. Sarsynski are Class II directors and are up for re-election at the Meeting. A Stockholder can vote for, or withhold his or her vote from, any nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each nominee named below. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board as a replacement. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve. THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Information About the Nominees and Directors
Information About the Nominees and Directors Certain information with respect to the Class II nominees for election at the Meeting, as well as each of the other directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds with public companies and the year in which each person became a director of the Company. Mr. Balkin, Mr. Mahoney and Ms. Sarsynski, nominees for Class II directors, currently serve as directors of the Company. Each of Mr. Balkin, Mr. Mahoney and Ms. Sarsynski has been nominated for election as a Class II director to serve until the 2027 annual meeting of Stockholders or until his or her successor is duly elected and qualified. Mr. Balkin, Mr. Mahoney and Ms. Sarsynski are not being proposed for election pursuant to any agreement or understanding by or among any of Mr. Balkin, Mr. Mahoney or Ms. Sarsynski and the Company.
Nominees for Class II Directors
Nominees for Class II Directors
Nominees for Class II Directors
| Name, Address and Age(1) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Other Public Company Directorships Held by Director or Nominee for Director During the Past 5 Years(2) | | Independent Director | | | | | | Michael Balkin (65) | Director; Nominee | Class II Director since June 2023; Term expires 2024 | Financial Advisor since 2022 to the Rail-Splitter Micro Cap Rebound Fund; Advisor since 2021 to Wasson Enterprise LLC; Chief Executive Officer from January 2020 to December 31, 2021 of Foresight Acquisition Corp; Partner and Portfolio Manager from October 2010 to December 2020 of William Blair & Co, LLC and held various other positions from October 1990 to September 2010. | None. | | Independent Director | | | | | | Edmund V. Mahoney (73)(3) | Lead Independent Director; Nominee | Class II Director since July 2010; Term expires 2024 | Retired since 2016. | None. | | Independent Director | | | | | | Elaine A. Sarsynski (69) | Director; Nominee | Class II Director since June 2012; Term expires 2024 | Retired since 2017. | Director since March 2022 of Genworth Financial, Inc. (NYSE: GNW); Non-Executive Director since August 2018 of TI Fluid Systems plc (a public company traded on the London exchange); Director since May 2021 of Horace Mann Educators Corp (NYSE: HMN); Director from May 2018 through April 2021 of AXA, a société anonyme (a public company under French law). |
Class III Directors
Class III Directors (continuing directors not up for re-election at the Meeting)
Class III Directors
| Name, Address and Age(1) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Other Public Company Directorships Held by Director or Nominee for Director During the Past 5 Years(2) | | Independent Director | | | | | | Jonathan J. Goodman (52) | Director | Class III Director since June 2023; Term expires 2025 | Founder and Managing Director since June 2018 of Qiviut Capital LP. | None. | | Interested Director | | | | | | Robert D. Pomeroy, Jr. (73)(4) | Chairman of the Board; Director; Chief Executive Officer | Class III Director since March 2010; Term expires 2025 | Chief Executive Officer since March 2010 and Chairman of the Board since July 2010 of the Company; Chief Executive Officer since May 2003, Managing Member from May 2003 to June 2023 of the Advisor. | None. | | Independent Director | | | | | | Joseph J. Savage (71) | Director | Class III Director since March 2016; Term expires 2025 | Retired since 2017. | None. |
Class I Directors
Class I Directors (continuing directors not up for re-election at the Meeting)
Class I Directors
| Name, Address and Age(1) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Other Public Company Directorships Held by Director or Nominee for Director During the Past 5 Years(2) | | Independent Director | | | | | | James J. Bottiglieri (68)(3) | Director | Class I Director since July 2010; Term expires 2026 | Retired since 2013. | Director since December 2005 of Compass Group Diversified Holdings LLC (NYSE: CODI). | | Interested Director | | | | | | Gerald A. Michaud (71)(4) | Director; President | Class I Director since March 2014; Class II Director from March 2010 through March 2014; Term expires 2026 | President and Director since March 2010 of the Company; President since May 2003, Managing Member from May 2003 to June 2023 of the Advisor. | None. |
Class I Directors
| (1) The business address of the nominees and other directors is c/o Horizon Technology Finance Management LLC, 312 Farmington Avenue, Farmington, CT 06032. | | (2) No director otherwise serves as a director of an investment company subject to or registered under the 1940 Act. | | (3) Pursuant to the Retirement Policy, subject to any extensions or waivers approved by a majority of the Board, Mr. Mahoney and Mr. Bottiglieri are expected to tender their resignations as directors no later than December 31, 2025. Notwithstanding such tender, the Board may request that Mr. Mahoney and/or Mr. Bottiglieri continue to serve beyond such date. | | (4) Mr. Pomeroy and Mr. Michaud are interested directors due to their positions as officers of the Company and of the Advisor and their ownership interest in the Advisor. |
Compensation of Directors
Compensation of Directors Each of the Company’s Independent Directors receives an annual fee of $92,000. Each member of the Audit Committee is paid an annual fee of $7,500 and each member of the Nominating and Corporate Governance Committee is paid an annual fee of $5,000. In addition, the chairman of the Audit Committee receives an additional annual fee of $10,000 and the chairperson of Nominating and Corporate Governance Committee receives an additional annual fee of $7,500 for their additional services, if any, in these capacities. The Company’s lead Independent Director also receives an annual fee of $10,000. The Company reimburses all of its directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. No compensation is paid to directors who are “interested persons” of the Company, as such term is defined in the 1940 Act. The following table shows information regarding the compensation paid by the Company to its directors for the year ended December 31, 2023. No compensation was paid directly by the Company to any interested director or executive officer of the Company.
Compensation of Directors
| Name | Fees Earned or Paid in Cash(1) | All Other Compensation(2) | Total(2) | | Independent Directors | | | | | Michael P. Balkin(3) | $80,833 | None | $80,833 | | James J. Bottiglieri | $114,500 | None | $114,500 | | Jonathan J. Goodman(3) | $82,917 | None | $82,917 | | Edmund V. Mahoney | $107,000 | None | $107,000 | | Elaine A. Sarsynski | $112,000 | None | $112,000 | | Joseph J. Savage | $104,500 | None | $104,500 | | Interested Directors | | | | | Gerald A. Michaud | None | None | None | | Robert D. Pomeroy, Jr. | None | None | None | | Total Compensation | | | $601,750 |
Compensation of Directors
| (1) The amounts listed are amounts for the year ended December 31, 2023. | | (2) The Company did not award any portion of the fees earned by its directors in stock or options during the year ended December 31, 2023, it does not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from the Company. | | (3) Each of Mr. Balkin and Mr. Goodman became a member of the Board of Directors of the Company effective June 28, 2023. |