DEF 14A of Horizon Technology Finance Corp, May 14, 2026

DEF 14A of Horizon Technology Finance Corp

Filed May 14, 20260001437749-26-016896

Open on EDGAR

  1. 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.

  2. 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 four directors. Directors are divided into three classes with each class serving staggered three-year terms. 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 II, Class III and Class I directors will expire at the annual meeting of stockholders to be held in 2027, 2028 and 2029, 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. Ms. O’Connor and Mr. Allison are Class I directors, whose terms will expire at the 2026 annual meeting of stockholders and are up for re-election at the Meeting. Mr. Balkin is a Class II director, whose term will expire at the 2027 annual meeting of stockholders. Mr. Goodman is a Class III director, whose term expires at the 2028 annual meeting of stockholders. On April 13, 2026, each of James J. Bottiglieri, Edmund V. Mahoney, Robert D. Pomeroy, Jr., Elaine A. Sarsynski and Joseph J. Savage submitted their resignations from the Board, effective as of the closing of the Company’s merger with Monroe Capital Corporation on April 14, 2026 (the “Merger”). Immediately after the effective time of the Merger, pursuant to Board approval, the size of the Board was reduced to four directors. Messrs. Bottiglieri, Mahoney, Pomeroy and Savage’s and Ms. Sarsynski’s resignations were not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A Stockholder of record as of the Record Date 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 for the Company to vote such proxies “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 proxies 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.

  3. Information About the Nominees and Directors

    Information About the Nominees and Directors Certain information with respect to the Class I nominees for election at the Meeting, as well as each of the other directors, is set forth below, including their names, ages, brief descriptions 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. Ms. O’Connor and Mr. Allison, nominees for Class I directors, currently serve as directors of the Company. Each of Ms. O’Connor and Mr. Allison has been nominated for re-election as a Class I director to serve until the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified. Ms. O’Connor and Mr. Allison are not being proposed for election pursuant to any agreement or understanding by or among any of Ms. O’Connor or Mr. Allison and the Company.

  4. Nominees for Class I Director

    Nominees for Class I Director

  5. Nominees for Class I Director

    | 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 | | | | | | Kimberley A. O’Connor (62) | Nominee | Class I Director from February 2023 to March 2023 and from June 5, 2025 to present; Nominee | Retired since August 2022; Boston Office Managing Partner of Grant Thornton LLP from January 2019 through August 2022; Partner of Grant Thornton LLP from 2004 through January 2019. | None. |

  6. Nominees for Class I Director

    | Thomas J. Allison (74) | Nominee | Class I Director from April 14 to present; Nominee | Principal of Thomas J. Allison & Associates. Senior Adviser with Arete Capital Partners since 2025. | None. |

  7. Class II Director

    Class II Director (continuing directors not up for re-election at the Meeting)

  8. Class II Director

    | 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) | | Interested Director | | | | | | Michael Balkin (67) | Chief Executive Officer, Director | Class II Director since June 2023; Term expires 2027 | Advisor since February 2025 and Director until October 2024 of Innventure, Inc. (INV); Director since October 2024 of Affluence Corporation; Advisor since June 2023 to OptimizeRX Corporation; Advisor since April 2023 to P3 Health Partners Inc.; Financial Advisor since 2022 to the Rail-Splitter Micro Cap Rebound Fund; Chief Executive Officer since 2021 of MPB Enterprises; Advisor since 2021 to Wasson Enterprise LLC; Chief Executive Officer from January 2021 to December 31, 2021 of Foresight Acquisition Corp; Chairman and Director since November 2013 of Performance Health Systems, LLC. | None. |

  9. Class III Director

    Class III Director (continuing director not up for re-election at the Meeting)

  10. Class III Director

    | 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 (54) | Director | Class III Director since June 2023; Term expires 2028 | Founder and Managing Director since June 2018 of Qiviut Capital LP. | None. |

  11. Class III Director

    | (1) The business address of the nominees and other directors is c/o Horizon Technology Finance Management LLC, 312 Farmington Avenue, Farmington, Connecticut 06032. | | (2) No director otherwise serves as a director of an investment company subject to or registered under the 1940 Act. | | (3) Mr. Balkin is an interested director of the Company due to his positions as an officer of the Company and of the Advisor. |

  12. Michael P. Balkin

    Michael P. Balkin Mr. Balkin has served as a director of the Company since June 2023. Mr. Balkin brings to the Board his strong knowledge and experience in investment banking, investment management and portfolio management. Mr. Balkin has been a director of Affluence Corporation, a technology holding company, since October 2024; a financial advisor to the Rail-Splitter Micro Cap Rebound Fund since 2022; and an advisor to Wasson Enterprise LLC, a family office, since 2021. He was Chief Executive Officer of Foresight Acquisition Corp. from January 2021 to December 2021. Prior to joining Foresight Acquisition Corp., he was with William Blair & Co, LLC, a global investment bank and financial services firm, for thirty (30) years, from October 1990 to December 2020, serving as a Partner and Portfolio Manager from October 2010 to December 2020. Mr. Balkin is also a strategic advisor to P3 Health Partners Inc. (Nasdaq: PIII) (formerly Foresight Acquisition Corp.), OptimizeRX Corporation (Nasdaq: OPRX), and Innventure, Inc. (Nasdaq: INV); the Chairman of Good Sports, a non-profit charity; and Chairman of Performance Health Systems, LLC, a fitness and health company. He previously served as a director of Innventure, Inc. until October 2024. Mr. Balkin’s extensive experience enhances the Board’s ability to manage and direct the Company’s affairs.

  13. Compensation of Directors and Director Nominees

    Compensation of Directors and Director Nominees Each of the Company’s Independent Directors receives an annual fee of $102,000. 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, 2025 in their capacity as directors. No compensation was paid directly by the Company to any interested director or executive officer of the Company.

  14. Compensation of Directors and Director Nominees

    | Name | Fees Earned or Paid in Cash(1) | All Other Compensation(2) | Total(2) | | Independent Directors | | | | | Thomas J. Allison(3) | None | None | None | | Michael P. Balkin(4) | $26,750 | None | $26,750 | | James J. Bottiglieri(5) | $124,500 | None | $124,500 | | Jonathan J. Goodman | $109,500 | None | $109,500 | | Edmund V. Mahoney(5) | $117,000 | None | $117,000 | | Elaine A. Sarsynski(5) | $122,000 | None | $122,000 | | Joseph J. Savage(5) | $114,500 | None | $114,500 | | Kimberley A. O’Connor | $109,542 | | $109,452 | | Interested Directors | | | | | Gerald A. Michaud | None | None | None | | Robert D. Pomeroy, Jr. | None | None | None | | Michael P. Balkin | None | None | None | | Director Nominee | | | | | Kimberley A. O’Connor(6) | None | None | None | | Total Compensation | | | $723, 702 |

  15. Compensation of Directors and Director Nominees

    | (1) The amounts listed are amounts for the year ended December 31, 2025. | | (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, 2025, it does not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from the Company. | | (3) Mr. Alison was elected to the Board effective April 14, 2026. | | (4) Mr. Balkin became an interested director on June 4, 2025, when he became Chief Executive Officer of the Company and the Advisor. | | (5) On April 13, 2026, each of James J. Bottiglieri, Edmund V. Mahoney, Robert D. Pomeroy, Jr., Elaine A. Sarsynski and Joseph J. Savage submitted his or her resignation from the Board, which became effective as of April 14, 2026 in connection with the closing of the Merger. | | (6) Ms. O’Connor also received $30,000 in compensation for her work as a consultant to the Company prior to her election to the Board. On January 1, 2025, Ms. O’Connor was retained by the Board as a consultant. In that role, she has received $30,000 of compensation. Ms. O’Connor’s position as a consultant to the Board terminated on June 5, 2025 upon her election to the Board. |