Horizon Technology Finance Corp DEF 14A, filed Apr 23, 2024
Horizon Technology Finance Corp (HRZN)
About this DEF 14A
Horizon Technology Finance Corp filed this DEF 14A on April 23, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT 06032
April 23, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Meeting”) of Horizon Technology Finance Corporation (the “Company”) to be held on June 6, 2024 at 9:30 AM, Eastern Time, at the offices of Horizon Technology Finance Corporation, located at 312 Farmington Avenue, Farmington, Connecticut 06032.
The Notice of Annual Meeting of Stockholders and the Proxy Statement of the Board of Directors of the Company accompanying this letter provide an outline of the business to be conducted at the Meeting. At the Meeting, you will be asked to: (1) elect three Class II directors of the Company who will serve until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified and (2) ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
It is very important that your shares be represented at the Meeting. Whether or not you expect to be present in person at the Meeting, please sign the enclosed proxy card and return it promptly in the envelope provided or vote via the Internet. You are encouraged to vote via the Internet, as it saves significant time and processing costs. To vote via the Internet, access www.proxyvote.com and follow the on-screen instructions. Have your proxy card available when you access the web page. Your vote and participation in the governance of the Company are very important.
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Sincerely yours,
/s/ Robert D. Pomeroy, Jr. Robert D. Pomeroy, Jr. Chairman of the Board of Directors |
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HORIZON TECHNOLOGY FINANCE CORPORATION
312 Farmington Avenue
Farmington, Connecticut 06032
(860) 676-8654
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 2024
Notice is hereby given to the owners of shares of common stock (the “Stockholders”) of Horizon Technology Finance Corporation (the “Company”) that:
The 2024 Annual Meeting of Stockholders of the Company (the “Meeting”) will be held at the offices of the Company, located at 312 Farmington Avenue, Farmington, Connecticut 06032, on June 6, 2024 at 9:30 AM, Eastern Time, for the following purposes:
1. To elect three Class II directors of the Company who will each serve until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified;
2. To ratify the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and
3. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
You have the right to receive notice of, and to vote at, the Meeting if you were a Stockholder of record at the close of business on April 19, 2024. Whether or not you expect to be present in person at the Meeting, please sign the enclosed proxy card and return it promptly in the envelope provided, or vote via the Internet. Instructions are shown on the proxy card.
Enclosed is the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company’s Proxy Statement and a proxy card. Please sign the enclosed proxy card and return it promptly in the envelope provided, or vote via the Internet. Your vote is extremely important. In the event there are not sufficient votes for a quorum or to approve the proposals at the time of the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies by the Company.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.
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By Order of the Board of Directors,
/s/ John C. Bombara
John C. Bombara Secretary |
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Farmington, Connecticut
April 23, 2024
| This is an important meeting. To ensure proper representation at the Meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, or vote your shares electronically via the Internet. Please see the Proxy Statement and the enclosed proxy card for details about electronic voting. Even if you vote your shares prior to the Meeting, you still may attend the Meeting and vote your shares in person if you wish to change your vote. |
HORIZON TECHNOLOGY FINANCE CORPORATION
312 Farmington Avenue
Farmington, Connecticut 06032
(860) 676-8654
PROXY STATEMENT
For
2024 Annual Meeting of Stockholders
To Be Held on June 6, 2024
This Proxy Statement will give you the information you need to vote on the matters listed on the accompanying Notice of Annual Meeting of Stockholders (the “Notice of Annual Meeting”). Much of the information in this Proxy Statement is required under the rules of the Securities and Exchange Commission (“SEC”), and some of it is technical in nature. If there is anything you do not understand, please contact Horizon Technology Finance Corporation (the “Company”) at 860-676-8654.
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for use at the 2024 Annual Meeting of Stockholders (the “Meeting”) of the Company to be held on June 6, 2024 at 9:30 AM, Eastern Time, at the offices of the Company, 312 Farmington Avenue, Farmington, Connecticut 06032, and at any postponements or adjournments thereof. This Proxy Statement, along with the Notice of Annual Meeting and proxy card, and the Company’s Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2023 are being mailed on or about April 23, 2024 to stockholders of the Company (the “Stockholders”) of record as of April 19, 2024 (the “Record Date”).
The Company encourages you to vote your shares, either by voting in person at the Meeting or by voting by proxy (i.e., authorizing someone to vote your shares). Shares represented by duly executed proxies will be voted in accordance with your instructions. If you execute a proxy without specifying your voting instructions, your shares will be voted in accordance with the Board’s recommendation. If any other business is brought before the Meeting, your shares will be voted at the Board’s discretion unless you specifically state otherwise on your proxy.
You may revoke your vote at any time before it is exercised by (1) resubmitting your vote on the Internet, (2) notifying the Company’s Secretary in writing, (3) submitting a properly executed, later-dated proxy card, (4) resubmitting your vote by calling the telephone number on your proxy card, or (5) voting in person at the Meeting. Any Stockholder entitled to vote at the Meeting may attend the Meeting and vote in person, whether or not he or she has previously voted his or her shares via the Internet, telephone or proxy card or wishes to change a previous vote.
You will be eligible to vote your shares electronically via the Internet, by telephone or by mail.
Purpose of the Meeting
As described in more detail in this Proxy Statement, the Meeting is being held for the following purposes:
1. To elect three Class II directors of the Board who will each serve until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified (“Proposal 1”);
2. To vote on a proposal to ratify the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”); and
3. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
Voting Securities
You may vote your shares at the Meeting only if you were a Stockholder of record at the close of business on the Record Date. There were 35,020,774 shares of the Company’s common stock (the “Common Stock”) outstanding on the Record Date. Each share of the Common Stock is entitled to one vote.
Quorum Required
A quorum must be present at the Meeting for any business to be conducted. The presence at the Meeting, in person or by proxy, of the holders of more than one-half of the voting power of all outstanding shares of Common Stock on the Record Date will constitute a quorum. Abstentions and shares with respect to which a vote is withheld will be included when determining the presence of a quorum. Shares of stock for which brokers have not received voting instructions from the beneficial owner of the shares and do not have, or choose not to exercise, discretionary authority to vote the shares on certain proposals (which are considered “broker non-votes” with respect to such proposals) will not be treated as shares present when determining the presence of a quorum.
In the event that a quorum is not present at the Meeting, either the presiding officer of the Meeting or the Stockholders present at the Meeting, in person or by proxy, may adjourn the Meeting to permit the further solicitation of proxies. Any such adjournment by the Stockholders will require the affirmative vote of a majority of the votes entitled to be cast by the Stockholders entitled to vote at the Meeting, present in person or by proxy. Gerald A. Michaud and Daniel R. Trolio are the persons named as proxies and intend to vote proxies held by them for such adjournment to permit further solicitation of proxies, unless marked to be voted against any proposal for which an adjournment is sought.
Votes Required
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.
Ratification of Independent Registered Public Accounting Firm
The affirmative vote of a majority of the votes cast at the Meeting in person or by proxy is required to ratify the appointment of RSM US LLP to serve as the Company’s independent registered public accounting firm. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on Proposal 2.
Broker Non-Votes
Broker non-votes are described as votes cast by a broker or other nominee on behalf of a beneficial holder who does not provide explicit voting instructions to such broker or nominee and who does not attend the Meeting. Proposal 1 is a non-routine matter. As a result, if you hold shares in “street name” through a broker, bank or other nominee, your broker, bank or nominee will not be permitted to exercise voting discretion with respect to Proposal 1. Thus, if you do not give your broker or nominee specific instructions on how to vote for you or do not vote for yourself in accordance with the voting instructions on the proxy card, either by returning a proxy card or by other arrangement with your broker or nominee, your shares will have no effect on Proposal 1.
Proposal 2 is a routine matter. As a result, if you beneficially own your shares and you do not provide your broker or nominee with specific instructions on how to vote, either by voting in accordance with the voting instructions on the proxy card, by returning a proxy card or by other arrangement with your broker or nominee, your broker or nominee will be able to vote your shares for you on this routine matter.
Adjournment and Additional Solicitation
If there appears not to be enough votes to approve the proposals at the Meeting, either the presiding officer of the Meeting or the Stockholders present at the Meeting, in person or by proxy, may adjourn the Meeting to permit the further solicitation of proxies. Any such adjournment by the Stockholders will require the affirmative vote of a majority of the votes entitled to be cast by the Stockholders entitled to vote at the Meeting, present in person or by proxy. Gerald A. Michaud and Daniel R. Trolio are the persons named as proxies and intend to vote proxies held by them for such adjournment to permit further solicitation of proxies, unless marked to be voted against any proposal for which an adjournment is sought.
A Stockholder vote may be taken on any of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval of such proposal.
Instructions for Voting Proxies
To vote your shares, Stockholders may provide their voting instructions via telephone, through the Internet or by mail by following the instructions on the proxy card. The option to vote through the Internet requires Stockholders to input an identifying number (the “Control Number”), which is provided with the proxy card. If you vote using the Internet, after visiting www.proxyvote.com and inputting your Control Number, you will be prompted to provide your voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will receive an e-mail confirming their voting instructions upon request.
If your broker, bank or other nominee holds your shares in “street name,” only that holder can vote your shares unless you obtain a valid legal proxy from such broker, bank or nominee. You should follow the directions provided by your broker, bank or other nominee regarding how to instruct such broker, bank or nominee to vote your shares.
If a Stockholder wishes to participate in the Meeting but does not wish to give a proxy by telephone, through the Internet or by mail, the Stockholder may attend the Meeting and vote in person.
If you are the Stockholder of record of the Company as of the Record Date and you do not vote by returning the proxy card in the envelope provided, via telephone, through the Internet or in-person during the Meeting, your shares will not be voted at the Meeting and will not be counted when determining the presence of a quorum.
Brokers, banks and other nominees have discretionary authority to vote on certain routine matters. Proposal 1 is a “non-routine” matters. If you hold your shares in “street name” and do not provide your broker, bank or other nominee who holds such shares of record with specific instructions regarding how to vote on Proposal 1, your broker, bank or other nominee will not be permitted to vote your shares on such “non-routine” matter and your shares will not be counted when determining the presence of a quorum. Proposal 2 is a “routine” matter. If you hold your shares in “street name” and you do not provide your broker, bank or nominee who holds such shares of records with specific instructions regarding how to vote on Proposal 2, your broker, bank or nominee will be able to vote your shares for you on this routine matter.
Some of the Company’s Stockholders hold their shares in more than one account and may receive separate voting instructions for each of those accounts. To help ensure that all of your shares are represented at the Meeting, it is recommended that you vote in accordance with each set of voting instructions you receive, as applicable.
Revocation of Proxies
If you are a Stockholder of record of the Company, you can revoke your proxy at any time before it is exercised by: (1) delivering a written revocation notice that is received prior to the Meeting to the Secretary of Horizon Technology Finance Corporation at 312 Farmington Avenue, Farmington, CT 06032; (2) resubmitting voting instructions via the Internet voting site; (3) obtaining, properly completing and submitting another proxy card that is dated later than the original proxy card and is received before the conclusion of voting at the Meeting; (4) resubmitting voting instructions by calling the telephone number on your proxy card; or (5) attending the Meeting and voting in person. If your shares are held in “street name” by your broker, bank or other nominee, you must follow the instructions you receive from such nominee in order to revoke your voting instructions. Attending the Meeting does not revoke your proxy unless you also vote or submit a later-dated proxy at the Meeting.
Information Regarding This Solicitation
The Company will bear the expense of the solicitation of proxies for the Meeting, including the cost of preparing and posting this Proxy Statement and the Annual Report to the Internet and the cost of mailing this Proxy Statement, the Notice of Annual Meeting, the proxy card and the Annual Report. The Company intends to use the services of Broadridge Financial Solutions, Inc., a leading provider of investor communications solutions, to aid in the distribution and collection of proxy votes. The Company expects to pay market rates for such services. The Company reimburses brokers, trustees, fiduciaries and other institutions for their reasonable expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies.
In addition to the solicitation of proxies via the Internet, proxies may be solicited in person and/or by telephone, mail facsimile transmission or email by directors or officers of the Company, managers, officers or employees of the Company’s investment advisor and administrator, Horizon Technology Finance Management LLC (the “Advisor” or the “Administrator”) and/or by a retained solicitor. No additional compensation will be paid to directors, officers, managers or regular employees for such services. If the Company retains a solicitor, the Company has estimated that it will pay approximately $50,000 for such services. If the Company engages a solicitor, you could be contacted by telephone on behalf of the Company and urged to vote. The solicitor will not attempt to influence how you vote your shares, but only ask that you take the time to cast a vote. You may also be asked if you would like to vote over the telephone and to have your vote transmitted to the proxy tabulation firm.
Security Ownership of Certain Beneficial Owners and Management
As of the Record Date, to the Company’s knowledge, there are no persons who would be deemed to “control” the Company, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).
The Board consist of interested directors and independent directors. Interested directors are “interested persons” of the Company, as defined in the 1940 Act, and independent directors are all other directors (the “Independent Directors”).
The following table sets forth, as of April 19, 2024, certain ownership information with respect to the Company’s Common Stock for those persons who directly or indirectly own, control or hold with the power to vote five percent (5%) or more of the Company’s outstanding Common Stock and all executive officers and directors, including director nominees, individually and as a group.
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Name and Address |
Type of Ownership |
Shares Owned |
Percentage of Common Stock Outstanding |
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Independent Directors |
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Michael P. Balkin(1) |
— |
— |
— |
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James J. Bottiglieri(1) |
Record/Beneficial |
16,342 |
* |
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Jonathan J. Goodman(1) |
— |
— |
— |
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Edmund V. Mahoney(1) |
Record/Beneficial |
7,900 |
* |
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Elaine A. Sarsynski(1) |
Beneficial |
7,000 |
* |
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Joseph J. Savage(1) |
Record/Beneficial |
50,000 |
* |
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Interested Directors |
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Gerald A. Michaud(1) |
Record/Beneficial |
156,244 |
* |
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Robert D. Pomeroy, Jr.(1) |
Record/Beneficial |
210,424 |
* |
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Executive Officers |
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John C. Bombara(1) |
Record/Beneficial |
13,585 |
* |
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Daniel S. Devorsetz(1) |
Record/Beneficial |
9,057 |
* |
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Lynn Dombrowski(1) |
— |
— |
— |
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Diane Earle(1) |
— |
— |
— |
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Daniel R. Trolio(1) |
Record/Beneficial |
2,745 |
* |
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All directors, director nominees and executive officers as a group (13 persons) |
Record/Beneficial |
473,297 |
1.4 % |
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(1) |
The address for each executive officer, director and director nominee is c/o Horizon Technology Finance Management LLC, 312 Farmington Avenue, Farmington, Connecticut 06032. |
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Less than one percent (1%). |
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s directors and executive officers and any persons holding more than ten percent (10%) of the Company’s Common Stock are required to report their beneficial ownership and any changes in their beneficial ownership to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report in this Proxy Statement any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and executive officers, the Company believes that, during the year ended December 31, 2022, all Section 16(a) filing requirements applicable to such persons were met in a timely manner, except Michael P. Balkin and Jonathan J. Goodman who inadvertently filed late Form 3s.
Dollar Range of Securities Beneficially Owned by Directors
The following table sets forth the dollar range of the Company’s Common Stock beneficially owned by each of the Company’s directors as of April 19, 2024. Information as to the beneficial ownership of the Company’s directors is based on information furnished to the Company by such persons. The Company is not part of a “family of investment companies” as that term is defined in the 1940 Act.
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Directors of the Company |
Dollar Range of Common Stock of the Company(1) |
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Independent Directors |
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Michael P. Balkin |
None |
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James J. Bottiglieri |
$100,001-$500,000 |
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Jonathan J. Goodman |
None |
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Edmund V. Mahoney |
$50,001-$100,000 |
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Elaine A. Sarsynski |
$50,001-$100,000 |
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Joseph J. Savage |
$500,000-$1,000,000 |
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Interested Directors |
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Gerald A. Michaud |
Over $1,000,000 |
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Robert D. Pomeroy, Jr. |
Over $1,000,000 |
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(1) |
Dollar ranges are as follows: None; $1-$10,000; $10,001-$50,000; $50,001-$100,000; $100,001-$500,000; $500,001-$1,000,000 or over $1,000,000. |
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
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
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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) |
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Independent Director |
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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. |
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Independent Director |
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Edmund V. Mahoney (73)(3) |
Lead Independent Director; Nominee |
Class II Director since July 2010; Term expires 2024 |
Retired since 2016. |
None. |
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Independent Director |
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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 |
Class III Directors
(continuing directors not up for re-election at the Meeting)
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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) |
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Independent Director |
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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. |
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Interested Director |
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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. |
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Independent Director |
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Joseph J. Savage (71) |
Director |
Class III Director since March 2016; Term expires 2025 |
Retired since 2017. |
None. |
Class I Directors
(continuing directors not up for re-election at the Meeting)
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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) |
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Independent Director |
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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). |
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Interested Director |
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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. |
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(1) |
The business address of the nominees and other directors is c/o Horizon Technology Finance Management LLC, 312 Farmington Avenue, Farmington, CT 06032. |
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(2) |
No director otherwise serves as a director of an investment company subject to or registered under the 1940 Act. |
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(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. |
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(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. |
Corporate Governance
The Company believes that maintaining the highest standards of corporate governance is a crucial part of its business, and the Company is committed to having in place the necessary controls and procedures designed to ensure compliance with applicable laws, rules and regulations, as well as its own ethical standards of conduct.
Director Independence
Nasdaq Global Select Market (“Nasdaq”) corporate governance rules require listed companies to have a board of directors with at least a majority of independent directors. Under Nasdaq corporate governance rules, in
order for a director to be deemed independent, the Board must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. On an annual basis, each member of the Board is required to complete an independence questionnaire designed to provide information to assist the Board in determining whether the director is independent under Nasdaq corporate governance rules, the 1940 Act and the Company’s corporate governance guidelines. An independence questionnaire was completed by each member of the Board, and the Board has relied on such questionnaires in making the determination of independence for each member. Mr. Balkin, Mr. Bottiglieri, Mr. Goodman, Mr. Mahoney, Ms. Sarsynski and Mr. Savage each completed an annual questionnaire in connection with their service on the Board, and the Board has determined that each is independent under the listing standards of Nasdaq and the 1940 Act. The Company’s governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the Board, the Chair of the Nominating and Corporate Governance Committee and the Company’s Secretary of any change in circumstance that may cause his or her status as an Independent Director to change. The Board limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to Independent Directors.
The Board’s Oversight Role in Management
The Board performs its risk oversight function primarily through (1) its three standing committees, which report to the entire Board and are comprised solely of Independent Directors, and (2) monitoring by the Company’s Chief Compliance Officer in accordance with its compliance policies and procedures.
As described below in more detail under “Audit Committee,” “Nominating and Corporate Governance Committee” and “Compensation Committee,” the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee assist the Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the Company’s accounting and financial reporting processes, including the annual audit of the Company’s financial statements and the Company’s systems of internal controls regarding finance and accounting, pre-approving the independent accountants’ engagement to render audit and/or permissible non-audit services, and evaluating the qualifications, performance and independence of the independent accountants. The Nominating and Corporate Governance Committee’s risk oversight responsibilities include selecting, researching and nominating directors for election by the Company’s Stockholders, overseeing the evaluation of the Board and the Company’s management, and monitoring compliance with and recommending, as deemed appropriate, amendments to the Company’s Code of Conduct. The Compensation Committee’s oversight responsibilities include determining, or recommending to the Board, the compensation, if any, of the Company’s Chief Executive Officer and all other executive officers of the Company.
The Board also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. The Company’s Chief Compliance Officer is required to prepare a written report annually discussing the adequacy and effectiveness of the compliance policies and procedures of the Company and certain of its service providers. The Chief Compliance Officer’s report, which is reviewed by the Board, addresses at a minimum (1) the operation of the compliance policies and procedures of the Company and certain of its service providers since the last report; (2) any material changes to such policies and procedures since the last report; (3) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (4) any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee the Company’s compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the Independent Directors at least once each year.
The Board believes that its role in risk oversight is effective and appropriate given the extensive regulation to which the Company is already subject as a business development company. Specifically, as a business development company, the Company must comply with certain regulatory requirements that control the levels of risk in its business and operations. For example, the Company’s ability to incur indebtedness is limited such that its asset coverage must equal at least one hundred fifty percent (150%) immediately after each time it incurs indebtedness. In addition, the Company generally must invest at least seventy percent (70%) of its total assets in “qualifying assets.” In addition, the Company elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company must, among other things, meet certain income source and asset diversification requirements.
The Board believes that the extent of its and its committees’ roles in risk oversight complements the Board’s leadership structure. Because they are comprised solely of Independent Directors, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee are able to exercise their oversight responsibilities without any conflict of interest that might discourage critical questioning and review. Through regular executive session meetings with the Company’s independent auditors, the Chief Compliance Officer and the Chief Executive Officer or the Chief Financial Officer, the Independent Directors have established direct communication and oversight channels that the Board believes foster open communication and early detection of issues of concern.
The Board believes that its role in risk oversight must be evaluated on a case-by-case basis and that the current configuration and allocation of responsibilities among the Board and its committees with respect to the oversight of risk is appropriate. However, the Board and its committees continually re-examine the manner in which they administer their respective risk oversight functions, including through formal annual assessments of performance, to ensure that they meet the needs of the Company’s Stockholders.
Board Composition and Leadership Structure
The 1940 Act requires that at least a majority of the Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company. Currently, six (6) of the Company’s eight (8) directors are Independent Directors; however, the Chairman of the Board is an interested person of the Company. While the Board has no fixed policy regarding the separation of the positions of Chief Executive Officer and Chairman of the Board, the Independent Directors believe that the combined position of Chief Executive Officer of the Company and Chairman of the Board of the Company results in greater efficiencies in managing the Company, including in risk oversight, by eliminating the need to transfer substantial information quickly and repeatedly between the Chief Executive Officer and the Chairman and allowing the Company to capitalize on the specialized knowledge acquired from the duties of the roles.
The Chief Executive Officer of the Company, Robert D. Pomeroy, Jr., is Chairman of the Board and an “interested person” under Section 2(a)(19) of the 1940 Act. Edmund V. Mahoney is the lead Independent Director of the Company. As the lead Independent Director, Mr. Mahoney generally acts as a liaison between the other Independent Directors and the Company’s management, officers and attorneys in between meetings of the Board. Under the Company’s bylaws, the Board is not required to have an independent chairman. Many significant corporate governance duties of the Board are executed by committees of Independent Directors, each of which has an independent chair. The Board believes that it is in the best interests of the Company’s Stockholders for Mr. Pomeroy to lead the Board because of his broad experience. As a co-founder of the Advisor, Mr. Pomeroy has demonstrated a track record of achievement on strategic and operating aspects of the Company’s business. While the Board regularly evaluates alternative structures, the Board believes that, as a business development company, it is appropriate for one of the Company’s co-founders, the Chief Executive Officer and a member of the Advisor’s investment committee to perform the functions of Chairman of the Board, including leading discussions of strategic issues the Board expects the Company to face. The Board believes the current structure of the Board provides appropriate guidance and oversight while also enabling ample opportunity for direct communication and interaction between management and the Board.
Independent Director Retirement Policy
The Board adopted an Independent Director Retirement Policy (the “Retirement Policy”) which establishes fifteen (15) years as the maximum term of office an Independent Director may serve as a director and requires an Independent Director to tender his or her resignation by the end of the calendar year in which he or she reaches the maximum term of office, unless the Board determines to extend the maximum term of office by one (1) year or otherwise waives the requirement. Any vacancy on the Board created by the resignation of an Independent Director in compliance with the Retirement Policy shall be filled by the majority of the directors then in office.
Information About Each Director’s Experience, Qualifications, Attributes or Skills
Below is additional information about each director (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes and/or skills that each director possesses and which the Board believes have prepared each director to be an effective Board member. The Board
believes that the significance of each director’s experience, qualifications, attributes and/or skills is an individual matter (meaning that experience that is important for one director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single director, or particular factor, being indicative of Board effectiveness. However, the Board believes that directors need to have the ability to review, evaluate, question and discuss critical information provided to them, and to interact effectively with the Company’s management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a director’s educational background, business, professional training or practice (e.g., finance, accounting or law), public service or academic positions, experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations and/or other life experiences. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion
that such Persons Should Serve as Directors of the Company
The Board believes that each director brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including corporate governance and board service, executive management, finance, private equity, workout and turnaround situations, manufacturing and marketing. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Board.
Interested Directors
Robert D. Pomeroy, Jr.
Mr. Pomeroy has been Chairman and Chief Executive Officer of the Company since its inception. He has been the Chief Executive Officer of the Advisor since its formation and was a Managing Member of the Advisor from May 2003 until its sale to Monroe Capital in June 2023. He has more than forty (40) years of experience in diversified lending and leasing, including positions in sales, marketing and senior management. He has held the positions of chief executive officer or general manager at each organization that he has led since 1996. His responsibilities have included: accountability for the overall profit and loss of the organization, credit authority and investment committee oversight, strategic planning, human resource oversight, including hiring, termination and compensation, reporting compliance for his business unit, investor relations, fund raising and all aspects of corporate governance. Mr. Pomeroy co-founded and has operated the Advisor, a life sciences and technology lending management company, since 2003. Prior to co-founding the Advisor, Mr. Pomeroy was the Senior Vice President of Financing for Science International, Inc., Executive Vice President of Transamerica Business Credit and the General Manager of its Technology Finance Division and President of GATX Ventures, Inc. This experience has provided him with extensive judgment, experience, skills and knowledge to make a significant contribution as Chairman of the Board and to support the Board’s ability to govern the Company’s affairs and business.
Gerald A. Michaud
Mr. Michaud has been President of the Company since its inception. Mr. Michaud has been the President of the Advisor since its formation and was a Managing Member of the Advisor from May 2003 until its sale to Monroe Capital in June 2023. He has extensive knowledge and expertise in venture lending and has developed, implemented and executed on marketing strategies and products targeted at the venture-backed technology and life science markets for a period of over twenty-five (25) years. In addition, he has extensive knowledge in the formation of compensation plans for key employees involved in the marketing of venture loans. He is a member of the Advisor’s investment committee responsible for approving all investments made by the Company and oversight of the Company’s portfolio. He has held senior management positions with several technology lending organizations within public companies, including Transamerica Business Credit and GATX Ventures, Inc. This experience, particularly with respect to marketing and business development, has provided Mr. Michaud with the judgment, knowledge, experience, skills and expertise that enhance the Board’s ability to manage and direct the Company’s affairs.
Independent Directors
Michael P. Balkin
Mr. Balkin brings to the Board his strong knowledge and experience in investment banking, investment management and portfolio management. Mr. Balkin has been 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 2020 to December 2021. Prior to 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 adviser to P3 Health Partners Inc. (Nasdaq: PIII) (formerly Foresight Acquisition Corp.) and OptimizeRX Corporation (Nasdaq: OPRX), the Chairman of Good Sports, a non-profit charity, and Chairman of Performance Health Systems, LLC, a fitness and health company. Mr. Balkin’s extensive experience enhances the Board’s ability to manage and direct the Company’s affairs.
James J. Bottiglieri
Mr. Bottiglieri brings to the Board substantial experience in identifying, managing and resolving accounting, tax and other financial issues often encountered by public companies through his former position as the Chief Financial Officer of Compass Group Diversified Holdings LLC, a public company (“CODI”), from 2005 through 2013 and through his service as a Director of CODI since 2005, as well as a Director for several of CODI’s subsidiary companies, and as the Senior Vice President/Controller of WebMD. In addition, as the former Chief Financial Officer of CODI and as a current Director of CODI, Mr. Bottiglieri has developed an extensive understanding of the various periodic reporting requirements and corporate governance compliance matters that assist the Board in managing and directing the Company’s affairs. He also serves as a Director of Peruvian Palm Oil Holdings, a private company. This experience, particularly with respect to the areas of accounting and corporate governance, provides the Board with expertise that assists the Board in its ability to manage and direct the Company’s affairs.
Jonathan J. Goodman
Mr. Goodman brings to the Board his substantial knowledge and experience in investment management, risk management, portfolio management, investment due diligence and financial statement oversight. Mr. Goodman founded and has been a Managing Director of Qiviut Capital LP, a private investment firm, since June 2018. Prior to forming Qiviut Capital LP, Mr. Goodman was with Bain Capital, LP (“Bain Capital”), a private investment firm, for twenty (20) years, joining the firm in 1995 as an analyst and retiring from the firm in 2015 as a Managing Director. While at Bain Capital, he co-founded and co-managed Bain Capital’s systematic global macro hedge fund, Absolute Return Capital (“ARC”), from 2004-2015. Prior to ARC, Mr. Goodman was a Principal in the Private Equity area of Bain Capital, investing as a generalist in companies across numerous industries. Prior to joining Bain Capital, he was employed by Monitor Company from 1993-1995. Mr. Goodman is also a member of the Investment Committee of the Museum of Science Boston. Mr. Goodman’s extensive experience enhances the Board’s ability to manage and direct the Company’s affairs.
Edmund V. Mahoney
Mr. Mahoney brings to the Board pertinent knowledge and experience in investment management, portfolio management, investment advisor compliance, performance measurement and valuation of investments. Mr. Mahoney served as Senior Vice President, Investments (Chief Investment Officer) of Vantis Life Insurance Company (“Vantis”) from 2009 to 2016. In addition to his experience with Vantis, Mr. Mahoney held senior management and management positions with The Hartford Financial Services Group, Inc. and Aetna Life and Casualty Company. Through his past experiences, he has unique knowledge of international finance, as well as risk management strategies for foreign exchange and property and casualty operations. This vast experience, particularly in the areas of business, risk management and compliance matters that affect investment companies, enhances the Board’s ability to manage and direct the Company’s affairs.
Elaine A. Sarsynski
Ms. Sarsynski brings to the Board a strong background in managing large organizations, risk management, corporate governance, corporate finance, human resources and corporate communications. Ms. Sarsynski was a senior executive with Massachusetts Mutual Life Insurance Company (“MassMutual”), including serving as Chairperson, Chief Executive Officer and President of MassMutual International LLC, and serving in various other roles with MML Distributions, LLC, MassMutual Investment Advisers, LLC, MassMutual Asia Limited, MassMutual Assignment Company, MassMutual Europe S.A. and MassMutual Retirement Services, LLC, until her retirement in 2017. She joined MassMutual in 2005 as Managing Director at Babson Capital Management LLC, an investment adviser and subsidiary of MassMutual. In addition to her experience at MassMutual, Ms. Sarsynski held senior management roles at Aetna Inc. overseeing segments of its investment division and leading its corporate finance department. Her corporate finance activities included rating agency management, banking relationships, capital allocation and currency hedging. Ms. Sarsynski also is a Director of Genworth Financial, Inc., a public company traded on the New York Stock Exchange (“NYSE”), Non-Executive Director of TI Fluid Systems plc, a public company traded on the London Stock Exchange, and a Director of Horace Mann Educators Corporation, a public company traded on the NYSE. She previously served as a Director of AXA, a société anonyme, a public company under French law, and a Trustee of MassMutual Premier Funds, an open-end investment company, MassMutual Select Funds, an open-end investment company, MML Series Investments Funds, an open-end investment company, and MML Series Investment Funds II, an open-end investment company. Ms. Sarsynski’s extensive experience enhances the Board’s ability to manage and direct the Company’s affairs.
Joseph J. Savage
Mr. Savage brings to the Board his strong knowledge and expertise in commercial lending and managing large financial organizations. Mr. Savage served as Executive Vice Chairman of Webster Financial Corporation and Webster Bank, N.A. from October 2015 through June 2017. He joined Webster Bank, N.A. in April 2002 as Executive Vice President, Commercial Banking and also served as President of Webster Financial Corporation and Webster Bank, N.A. and on the board of directors of Webster Bank, N.A. Mr. Savage’s extensive experience enhances the Board’s ability to manage and direct the Company’s affairs.
Diversity
Nasdaq corporate governance rules require listed companies to disclose annually consolidated gender and demographic information on the Company’s Board.
Board Diversity Matrix
As of April 3, 2023
|
Total Number of Directors |
6 |
|||||||
|
Part I: Gender Identity |
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
||||
|
Directors |
1 |
5 |
— |
— |
||||
|
Part II: Demographic Background |
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
||||
|
African American or Black |
— |
— |
— |
— |
||||
|
Alaskan Native or Native American |
— |
— |
— |
— |
||||
|
Asian |
— |
— |
— |
— |
||||
|
Hispanic or Latinx |
— |
— |
— |
— |
||||
|
Native Hawaiian or Pacific Islander |
— |
— |
— |
— |
||||
|
White |
1 |
5 |
— |
— |
||||
|
Two or More Races or Ethnicities |
— |
— |
— |
— |
||||
|
LGBTQ+ |
— |
|||||||
|
Did Not Disclose Demographic Background |
— |
|||||||
As of April 19, 2024
|
Total Number of Directors |
8 |
|||||||
|
Part I: Gender Identity |
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
||||
|
Directors |
1 |
7 |
— |
— |
||||
|
Part II: Demographic Background |
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
||||
|
African American or Black |
— |
— |
— |
— |
||||
|
Alaskan Native or Native American |
— |
— |
— |
— |
||||
|
Asian |
— |
— |
— |
— |
||||
|
Hispanic or Latinx |
— |
— |
— |
— |
||||
|
Native Hawaiian or Pacific Islander |
— |
— |
— |
— |
||||
|
White |
1 |
7 |
— |
— |
||||
|
Two or More Races or Ethnicities |
— |
— |
— |
— |
||||
|
LGBTQ+ |
1 |
|||||||
|
Did Not Disclose Demographic Background |
— |
|||||||
Board Meetings and Committees
The Board has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. For the year ended December 31, 2023, the Board held ten (10) meetings, the Audit Committee held five (5) meetings, the Nominating and Corporate Governance Committee held five (5) meetings and the Compensation Committee held one (1) meeting. All directors attended at least seventy-five percent (75%) of the aggregate number of meetings of the Board and of the respective committees on which they served, except for Mr. Balkin and Mr. Goodman, each of whom were elected as members of the Board effective June 28, 2023. The Company requires each director to make a diligent effort to attend all Board and committee meetings and encourages directors to attend the annual meeting of Stockholders. All of the members of the Board and director nominees attended the annual meeting of the Stockholders held in May 2023 and reconvened in June 2023.
Audit Committee
The members of the Audit Committee are Mr. Bottiglieri, Mr. Goodman, Ms. Sarsynski and Mr. Savage, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance rules. Mr. Goodman was appointed to the Audit Committee effective July 28, 2023 following his election to the Board. Mr. Bottiglieri serves as Chairman of the Audit Committee. The Audit Committee operates pursuant to a written Audit Committee Charter approved by the Board. The charter sets forth the responsibilities of the Audit Committee, which include selecting or retaining each year an independent registered public accounting firm (the “Auditors”) to audit the accounts and records of the Company; reviewing and discussing with management and the Auditors the annual audited financial statements of the Company, including disclosures made in management’s discussion and analysis of financial condition and results of operations, and recommending to the Board whether the audited financial statements should be included in the Company’s Annual Report; reviewing and discussing with management and the Auditors the Company’s quarterly financial statements prior to the filing of its quarterly reports on Form 10-Q; pre-approving the Auditors’ engagement to render audit and/or permissible non-audit services; and evaluating the qualifications, performance and independence of the Auditors. The Audit Committee is also responsible for overseeing the performance of fair value determinations, with the assistance of independent valuation firms, by the Advisor as the Company’s valuation designee. The Board has determined that Mr. Bottiglieri qualifies as an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K under the Exchange Act. The Audit Committee Charter is available on the Company’s website at www.horizontechfinance.com, on the “Investor Relations” webpage under “Corporate Governance”.
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are Mr. Balkin, Mr. Bottiglieri, Mr. Mahoney, Ms. Sarsynski and Mr. Savage, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance rules. Mr. Balkin was appointed to the Nominating and Corporate Governance Committee effective July 28, 2023 following his election to the Board. Ms. Sarsynski serves as Chairperson of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating directors for election by the Company’s Stockholders, selecting nominees to fill vacancies on the Board or a committee of the Board, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and the Company’s management. The Nominating and Corporate Governance Committee has adopted a written Nominating and Corporate Governance Committee Charter that is available on the Company’s website at www.horizontechfinance.com, on the “Investor Relations” webpage under “Corporate Governance”.
The Nominating and Corporate Governance Committee will consider Stockholder recommendations for possible nominees for election as directors when such recommendations are submitted in accordance with the Company’s bylaws, the Nominating and Corporate Governance Committee Charter and any applicable law, rule or regulation regarding director nominations. Nominations should be sent to John C. Bombara, Secretary, c/o Horizon Technology Finance Corporation, 312 Farmington Avenue, Farmington, Connecticut 06032. When submitting a nomination to the Company for consideration, a Stockholder must provide all information that would be required under applicable SEC rules to be disclosed in connection with the election of a director, including the following minimum information for each director nominee: (i) full name, age and address; (ii) principal occupation during the past five (5) years; (iii) directorships on publicly held companies and investment companies during the past five (5)
years; (iv) number of shares of the Company’s Common Stock owned, if any; and (v) a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the Stockholders.
Criteria considered by the Nominating and Corporate Governance Committee in evaluating the qualifications of individuals for election as members of the Board include, but are not limited to: (1) compliance with the independence and other applicable requirements of the Nasdaq corporate governance rules and the 1940 Act, and all other applicable laws, rules, regulations and listing standards; (2) the criteria, policies and principles set forth in the Nominating and Corporate Governance Committee Charter; (3) the knowledge, experience, integrity and judgment of each individual; (4) the potential contribution of each individual to the diversity of backgrounds, experience and competencies which the Board desires to have represented; (5) each individual’s ability to devote sufficient time and effort to his or her duties as a director; (6) independence and willingness to consider all strategic proposals; (7) any other criteria established by the Board; and (8) any core competencies or technical expertise necessary to staff the Board’s committees. In addition, the Nominating and Corporate Governance Committee assesses whether an individual possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board’s ability to manage and direct the Company’s affairs and business, including, when applicable, to enhance the ability of the committees of the Board to fulfill their respective duties. The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying individuals for election as members of the Board, but the Nominating and Corporate Governance Committee considers such factors as it may deem are in the best interests of the Company and its Stockholders. Those factors may include a person’s differences of viewpoint, professional experience, education and skills, as well as his or her race, gender identity and national origin. In addition, as part of the Board’s annual self-assessment, the members of the Nominating and Corporate Governance Committee evaluate the membership of the Board and whether the Board maintains satisfactory policies regarding membership selection.
Compensation Committee
The members of the Compensation Committee are Mr. Balkin, Mr. Bottiglieri, Mr. Goodman, Mr. Mahoney, Ms. Sarsynski and Mr. Savage, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance rules. Mr. Balkin and Mr. Goodman were appointed to the Compensation Committee effective July 28, 2023 following their election to the Board. Mr. Mahoney serves as Chairman of the Compensation Committee. The Compensation Committee’s oversight responsibilities include determining, or recommending to the Board, the compensation, if any, of the Company’s Chief Executive Officer and all other executive officers of the Company and recommending to the Board the compensation of the Independent Directors of the Company. The Compensation Committee reviews the compensation of the Independent Directors annually and makes a recommendation to the Board of the level of compensation. The Compensation Committee bases its recommendation upon available information regarding the compensation of other public business development companies of similar size to the Company, the expertise required of the Independent Directors and the duties and anticipated time commitment of the Independent Directors. After receiving the recommendation of the Compensation Committee, the Board determines the compensation of the Independent Directors. Currently none of the Company’s executive officers are compensated by the Company and, as a result, the Compensation Committee does not produce and/or review a report on executive compensation practices. So long as the Company is externally managed and no compensation is paid by the Company to its officers, the Compensation Committee is only required to confirm that no compensation has been paid by the Company to its officers and, if so required under any administrative or similar agreement, that the Company has reimbursed the external manager for the percentage allocation of officers’ compensation determined by the Board or a committee thereof. The Compensation Committee may rely on the determination of the Board or of the Audit Committee with respect to any such expense allocation. The Compensation Committee has adopted a written Compensation Committee Charter that is available on the Company’s website at www.horizontechfinance.com, on the “Investor Relations” webpage under “Corporate Governance”.
Stockholder Communication with the Board and the Company
Stockholders with questions about the Company are encouraged to contact the Company’s Investor Relations Department at 312 Farmington Avenue, Farmington, Connecticut 06032 or by visiting the “Investor Relations” webpage on the Company’s website at www.horizontechfinance.com. However, if Stockholders believe that their questions have not been addressed, they may communicate with the Company’s Board by sending their communications to John C. Bombara, Secretary, c/o Horizon Technology Finance Corporation, 312 Farmington
Avenue, Farmington, Connecticut 06032. All Stockholder communications received in this manner will be delivered to one or more members of the Board.
Information About Executive Officers Who are Not Directors
The following information pertains to the Company’s executive officers who are not directors of the Company.
|
Name, Address and Age(1) |
Position(s) held with the Company |
Principal Occupation(s) During the Past 5 Years |
||
|
Daniel R. Trolio (51) |
Executive Vice President, Chief Financial Officer and Treasurer |
Executive Vice President since June 2021 and Chief Financial Officer and Treasurer since January 2017 of the Company and the Advisor. Previously served as Senior Vice President from January 2017 through June 2021, Vice President of Finance and Interim Chief Financial Officer from September 2016 through January 2017, Vice President and Corporate Controller from 2010 through September 2016 of the Company and the Advisor. Mr. Trolio is responsible for all financial reporting and accounting matters of the Company and the Advisor. |
||
|
John C. Bombara (60) |
Executive Vice President, General Counsel, Chief Compliance Officer and Secretary |
Executive Vice President since June 2021, General Counsel, Chief Compliance Officer and Secretary since July 2010 of the Company and the Advisor. Previously served as Senior Vice President from 2010 to June 2021 of the Company and the Advisor and is an original member of the team that founded the predecessor of the Advisor in May 2003. Mr. Bombara oversees all legal and compliance functions for the Company and the Advisor. |
||
|
Daniel S. Devorsetz (53) |
Executive Vice President, Chief Operating Officer and Chief Investment Officer |
Executive Vice President and Chief Operating Officer since June 2021 and Chief Investment Officer since July 2010 of the Company and the Advisor. Previously served as Senior Vice President from 2010 to June 2021 of the Company and the Advisor and was Senior Vice President of the predecessor of the Advisor from October 2004 through 2010. Mr. Devorsetz is responsible for general oversight of the Company’s investments, including originations. |
||
|
Diane Earle (64) |
Senior Vice President and Chief Credit Officer |
Senior Vice President and Chief Credit Officer since February 2020 of the Company. Senior Vice President and Chief Credit Officer since January 2020 of the Advisor. Credit Executive, Life Sciences, from March 2019 through December 2019 at J.P. Morgan; Executive Vice President and Chief Credit Officer from August 2010 through December 2018 at Square 1 Bank, a division of Pacific Western Bank. Ms. Earle is responsible for underwriting and portfolio management. |
|
Lynn Dombrowski (38) |
Chief Accounting Officer |
Chief Accounting Officer since February 2023 of the Company and the Advisor. Previously served as Corporate Controller from March 2017 to February 2023 of the Company and the Advisor and Financial Reporting Manager from October 2015 to March 2017 of the Advisor. Ms. Dombrowski is responsible for accounting and financial reporting matters, including SEC and other regulatory reporting. |
|
(1) |
The business address of each of the Company’s executive officers is c/o Horizon Technology Finance Management LLC, 312 Farmington Avenue, Farmington, CT 06032. |
Code of Conduct and Codes of Ethics
The Company expects each of its officers and directors, as well as any person affiliated with the Company’s operations, to act in accordance with the highest standards of personal and professional integrity at all times, and to comply with the Company’s policies and procedures and all laws, rules and regulations of any applicable international, federal, provincial, state or local government. To this effect, the Company has adopted a Code of Conduct, which is posted on the Company’s website at www.horizontechfinance.com, on the “Investor Relations” webpage under “Corporate Governance”. The Code of Conduct applies to the Company’s directors, executive officers, officers and their respective staffs.
The Company and the Advisor have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), respectively (the “Code of Ethics”), that establishes procedures for personal investments made by the Company’s officers and directors, as well as any person affiliated with the Company’s operations, and the Advisor’s employees, and restricts certain personal securities transactions. Personnel subject to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Company, so long as such investments are made in accordance with the Code of Ethics’ requirements. The Code of Ethics was filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and is available on the SEC’s website at www.sec.gov or on the Company’s website at www.horizontechfinance.com, on the “Investor Relations” webpage under “Corporate Governance.”
The Company intends to disclose any material amendments to or waivers of required provisions of the Code of Conduct or the Codes of Ethics on a current report on Form 8-K.
The Company has adopted a hedging policy which prohibits the Company’s directors and executive officers from hedging their ownership of the Company’s securities, including trading in publicly-traded options, puts, calls or other derivative instruments related to the Company’s stock or debt.
Compensation Discussion and Analysis
The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are employees of the Advisor or its affiliates, pursuant to the terms of the Investment Management Agreement and the Administration Agreement, as applicable. The Company’s day-to-day investment and administrative operations are managed by the Advisor. Most of the services necessary for the origination and management of the Company’s investment portfolio will be provided by investment professionals employed by the Advisor or its affiliates.
None of the Company’s executive officers will receive direct compensation from the Company. The Company will reimburse the Administrator the allocable portion of the compensation paid by the Administrator to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs based on the percentage of time such individuals devote, on an estimated basis, to the Company’s business and affairs, and as otherwise set forth in the Administration Agreement.
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.
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Name |
Fees Earned or Paid in Cash(1) |
All Other Compensation(2) |
Total(2) |
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Independent Directors |
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Michael P. Balkin(3) |
$ 80,833 |
None |
$ 80,833 |
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James J. Bottiglieri |
$ 114,500 |
None |
$ 114,500 |
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Jonathan J. Goodman(3) |
$ 82,917 |
None |
$ 82,917 |
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Edmund V. Mahoney |
$ 107,000 |
None |
$ 107,000 |
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Elaine A. Sarsynski |
$ 112,000 |
None |
$ 112,000 |
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Joseph J. Savage |
$ 104,500 |
None |
$ 104,500 |
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Interested Directors |
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Gerald A. Michaud |
None |
None |
None |
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Robert D. Pomeroy, Jr. |
None |
None |
None |
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Total Compensation |
$ 601,750 |
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(1) |
The amounts listed are amounts for the year ended December 31, 2023. |
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(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. |
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(3) |
Each of Mr. Balkin and Mr. Goodman became a member of the Board of Directors of the Company effective June 28, 2023. |
Compensation Committee Interlocks and Insider Participation
No interlocking relationship, as defined by the rules adopted by the SEC, existed during the year ended December 31, 2023 between any member of the Board or the Compensation Committee and an executive officer of the Company.
Certain Relationships and Related Party Transactions
The Company has entered into an investment management agreement, effective as of June 30, 2023 (the “Investment Management Agreement”), with the Advisor. The Advisor is registered as an investment adviser under the Advisers Act. The Company’s investment activities are managed by the Advisor and supervised by the Board, the majority of whom are Independent Directors. Under the Investment Management Agreement, the Company has agreed to pay the Advisor an annual management fee based on the Company’s gross assets less cash and cash equivalents as well as an incentive fee based on the Company’s investment performance. During the year ended December 31, 2023, fees paid to the Advisor pursuant to the Investment Management Agreement totaled $15.9 million.
The Company has also entered into an administration agreement (the “Administration Agreement”) with the Administrator. Under the Administration Agreement, the Company has agreed to reimburse the Administrator for the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the costs of compensation and related expenses of its Chief Financial Officer and Chief Compliance Officer and their respective
staffs. In addition, pursuant to the terms of the Administration Agreement, the Administrator provides the Company with the office facilities and administrative services necessary to conduct the Company’s day-to-day operations. During the year ended December 31, 2023, expenses and fees incurred pursuant to the Administration Agreement totaled $1.7 million.
The Company has been granted a non-exclusive, royalty-free license to use the name “Horizon Technology Finance.” The address of the Advisor and the Administrator is 312 Farmington Avenue, Farmington, Connecticut 06032.
The Advisor is a wholly owned subsidiary of MCH Holdco LLC, which is a wholly owned subsidiary of Monroe Capital Investment Holdings, L.P., which is majority owned and controlled by its general partner, Monroe Management Holdco, LLC, which is indirectly majority owned in the aggregate by Messrs. Theodore L. Koenig and Michael J. Egan through intermediate holding companies, and an affiliate of Monroe Capital LLC (“Monroe Capital”).
The Company believes that it derives substantial benefits from its relationship with the Advisor. The Advisor may manage other investment vehicles (“Advisor Funds”) with the same investment strategy as the Company. The Advisor may provide the Company an opportunity to co-invest with the Advisor Funds. Under the 1940 Act, absent receipt of exemptive relief from the SEC, the Company and its affiliates may be precluded from co-investing in negotiated investments. Effective June 30, 2023, the Company relies on exemptive relief from the SEC granted to certain affiliates of Monroe Capital which permits the Company to co-invest with Advisor Funds in negotiated investments, subject to certain conditions.
The Audit Committee, in consultation with the Company’s Chief Executive Officer, Chief Compliance Officer and legal counsel, has established a written policy to govern the review of potential related party transactions. The Audit Committee conducts quarterly reviews of any potential related party transactions and, during these reviews, if any, it also considers any conflicts of interest brought to its attention pursuant to the Company’s Code of Conduct or the Company’s or the Advisor’s Code of Ethics.
Effective as of October 2, 2023, the Board established a clawback policy in compliance with Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Nasdaq Listing Rule 5608. As of April 19, 2024, the Company does not pay or otherwise award Incentive-Based Compensation to Covered Executives, as those terms are defined under Rule 10D-1 and Nasdaq Listing Rule 5608, and no compensation has been erroneously awarded.
PROPOSAL 2: RATIFICATION OF
SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RSM US LLP (“RSM”) has been selected as the independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries at and during the Company’s year ending December 31, 2024. RSM was selected by the Audit Committee of the Company, and that selection was ratified by a majority of the Board, including all of the Independent Directors. The Company does not know of any direct or indirect financial interest of RSM in the Company. A representative of RSM will attend the Meeting and will have the opportunity to make a statement, if he or she desires to do so, and will be available to answer questions.
The chart below sets forth the total amount billed to the Company by RSM for services performed for the years ended December 31, 2023 and 2022 and breaks down these amounts by category of service:
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For the fiscal year ended December 31, |
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2023 |
2022 |
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Audit Fees(1) |
$ | 612,050 | $ | 511,525 | ||||
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Audit-Related Fees(2) |
$ | 47,250 | $ | 136,500 | ||||
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Tax Fees(3) |
$ | 25,620 | $ | 25,620 | ||||
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All Other Fees(4) |
$ | 33,075 | — | |||||
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Total |
$ | 717,995 | $ | 673,645 | ||||
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(1) |
“Audit Fees” are fees billed by RSM for professional services rendered for the audits of the Company’s year-end financial statements and internal control over financial reporting, the review of the financial information included in the Company’s quarterly reports, and services that are normally provided by RSM in connection with statutory and regulatory filings. Of the Audit Fees billed for fiscal year ended December 31, 2023, $145,500 related to the Company’s Form N-2 Registration Statement filing during 2023. Of the Audit Fees billed for fiscal year ended December 31, 2022, $124,075 related to the Company’s Form N-2 Registration Statement filing during 2022. |
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(2) |
“Audit-Related Fees” are fees billed by RSM for audit-related services and consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. |
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(3) |
“Tax Fees” are fees billed by RSM for professional services for tax compliance. These services include assistance regarding federal, state and local tax compliance. |
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(4) |
“All Other Fees” are fees billed by RSM for products and services other than the services reported above. |
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by RSM. The policy requires that the Audit Committee pre-approve the audit and permissible non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence. All services represented by the amount under “Audit-Related Fees” and “Tax Fees” in the table above were approved by the Audit Committee in accordance with such policy.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.
If the Stockholders fail to ratify the selection of RSM to serve as the independent registered public accounting firm for the year ending December 31, 2024, the Audit Committee and the Board will reconsider the continued retention of RSM.
THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2024.
Audit Committee Report(1)
The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, 2023.
The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and RSM, the Company’s independent registered public accounting firm, with and without management present. The Audit Committee included in its review results of RSM’s examinations, the Company’s internal controls and the quality of the Company’s financial reporting. The Audit Committee also reviewed the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s chief executive officer and chief financial officer that are required in
periodic reports filed by the Company with the SEC. The Audit Committee is satisfied that the Company’s internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.
The Audit Committee also has discussed with RSM matters relating to RSM’s judgments about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by Statement of Auditing Standard No. 1301 (Communications with Audit Committees). In addition, the Audit Committee has discussed with RSM their independence from management and the Company, as well as the matters in the written disclosures received from RSM and required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence). The Audit Committee received a letter from RSM confirming their independence and discussed it with them. The Audit Committee discussed and reviewed with RSM the Company’s critical accounting policies and practices, internal controls, other material written communications to management and the scope of RSM’s audits and all fees paid to RSM during the year. The Audit Committee adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by RSM for the Company. The Audit Committee has reviewed and considered the compatibility of RSM’s performance of non-audit services with the maintenance of RSM’s independence as the Company’s independent registered public accounting firm.
Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the Company’s audited financial statements be included in the Company’s Annual Report for the year ended December 31, 2023 for filing with the SEC. In addition, the Audit Committee has engaged RSM to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024 and has directed that the selection of RSM should be submitted to the Company’s Stockholders for ratification.
February 23, 2024
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The Audit Committee James J. Bottiglieri, Chair Jonathan J. Goodman Elaine A. Sarsynski Joseph J. Savage |
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(1) |
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
OTHER BUSINESS
The Board knows of no other matter that is likely to come before the Meeting or that may properly come before the Meeting, apart from the consideration of an adjournment or postponement. If, however, any other matters properly come before the Meeting it is the intention of the person(s) named as proxies to vote such proxies on such matters in accordance with their best judgment.
If there appears not to be enough votes for a quorum or to approve the proposal(s) at the Meeting, either the presiding officer of the Meeting or a majority of the Stockholders who are represented at the Meeting, in person or by proxy, and entitled to vote may adjourn the Meeting with respect to such proposal(s) for a period of not more than one hundred twenty (120) days to permit the further solicitation of proxies. The person(s) named as proxies will vote in favor of adjournment those proxies that are entitled to vote in favor of the proposal(s) and will vote against adjournment those proxies required to be voted against the proposal(s). Any proposal(s) for which sufficient votes in favor of such proposal have been received by the time of the Meeting may be acted upon and considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal.
ANNUAL AND QUARTERLY REPORTS
Copies of the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available on the Company’s website at www.horizontechfinance.com, on the “Investor Relations” webpage under “SEC Filings,” or upon request without charge. Please direct your request to Horizon Technology Finance Corporation, Attention: Investor Relations, 312 Farmington Avenue, Farmington, Connecticut 06032, or by calling the Company collect at 860-676-8654. Copies of such reports are also posted via EDGAR on the SEC’s website at www.sec.gov.
SUBMISSION OF STOCKHOLDER PROPOSALS AND COMPLAINTS
The Company expects that the 2025 annual meeting of Stockholders will be held in June 2025, but the exact date, time and location of such meeting have yet to be determined. A Stockholder who intends to present a proposal at that annual meeting, including nomination of a director, must submit the proposal in writing addressed to John C. Bombara, Secretary, c/o Horizon Technology Finance Corporation, 312 Farmington Avenue, Farmington, Connecticut 06032. Notices of intention to present proposals, including nomination of a director, at the 2025 annual meeting must be received by the Company between December 26, 2024 and 5:00 p.m. Eastern Time on January 26, 2025. In order for a proposal to be considered for inclusion in the Company’s proxy statement for the 2025 annual meeting, the Company must receive the proposal no later than January 26, 2025. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the meeting unless certain securities law requirements are met. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
The Company’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints and regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Company’s Chief Compliance Officer. Persons who are uncomfortable submitting complaints to the Chief Compliance Officer, including complaints involving the Chief Compliance Officer, may submit complaints directly to the Company’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The Chief Compliance Officer may be contacted at:
Mr. John C. Bombara
Horizon Technology Finance Corporation
Chief Compliance Officer
312 Farmington Avenue
Farmington, Connecticut 06032
The Audit Committee Chair may be contacted at:
Mr. James J. Bottiglieri
c/o Horizon Technology Finance Corporation
Audit Committee Chair
312 Farmington Avenue
Farmington, Connecticut 06032
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By Order of the Board of Directors,
/s/ John C. Bombara
John C. Bombara
Secretary
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