Edmund V. Mahoney
Horizon Technology FinanceAbout Edmund V. Mahoney
Edmund V. Mahoney, age 74, is HRZN’s Lead Independent Director and a Class II director who has served on the Board since July 2010; he is retired since 2016 and brings an investments and insurance background to the boardroom . Under the Independent Director Retirement Policy, he is expected to tender his resignation no later than December 31, 2025, unless extended or waived by the Board, even though his current Class II term runs to 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vantis Life Insurance Company | Senior Vice President, Investments (Chief Investment Officer) | 2009–2016 | Experience in investment management, performance measurement and valuation |
| The Hartford Financial Services Group, Inc. | Senior management roles | Not specified | Risk management, international finance exposure |
| Aetna Life and Casualty Company | Management roles | Not specified | Risk management strategies for FX and P&C operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in past five years |
Board Governance
- Lead Independent Director; acts as liaison between independent directors and management between meetings .
- Independence: Board determined Mahoney is independent under Nasdaq and 1940 Act standards; only independent directors sit on Audit, Nominating & Governance, and Compensation Committees .
- Committee assignments (2024 activity):
- Compensation Committee: Member and Chair (Chairman) .
- Nominating & Corporate Governance Committee: Member; Committee chaired by Elaine A. Sarsynski .
- Not an Audit Committee member (Audit membership listed) .
- Attendance and engagement: In 2024, the Board met 7 times; Audit 5; Nominating & Governance 4; Compensation 1; all directors attended at least 75% of Board and respective committee meetings; six directors attended the June 2024 annual meeting .
- Executive sessions and oversight: Independent Directors meet with the Chief Compliance Officer in executive session at least annually; three standing committees (all independent) oversee key risks (financial reporting, governance, compensation) .
- Retirement/tenure: Expected to tender resignation by Dec 31, 2025 per Retirement Policy; maximum 15-year term absent extension .
Fixed Compensation
Fee schedule (effective April 26, 2024) and prior baseline:
| Fee Component | Amount |
|---|---|
| Independent Director annual fee (from Apr 26, 2024) | $102,000 |
| Independent Director annual fee (prior to Apr 26, 2024) | $92,000 |
| Audit Committee member annual fee | $7,500 |
| Nominating & Governance Committee member annual fee | $5,000 |
| Audit Committee Chair additional annual fee | $10,000 |
| Nominating & Governance Chair additional annual fee | $7,500 |
| Lead Independent Director additional annual fee | $10,000 |
Mahoney – cash fees earned:
| Year | Fees Earned or Paid in Cash |
|---|---|
| 2023 | $107,000 |
| 2024 | $117,000 |
Notes:
- Directors are reimbursed for reasonable out-of-pocket expenses for Board/committee meetings .
- No compensation is paid to “interested” directors .
Performance Compensation
| Year | Stock Awards (RSUs/PSUs) | Option Awards | Performance Metrics Tied to Compensation | Pensions/Retirement |
|---|---|---|---|---|
| 2023 | None (no portion of fees awarded in stock) | None (no portion of fees awarded in options) | Not applicable (director pay is fee-based) | None; no pension/retirement benefits for directors |
| 2024 | None (no portion of fees awarded in stock) | None (no portion of fees awarded in options) | Not applicable (director pay is fee-based) | None; no pension/retirement benefits for directors |
Company-wide governance features relevant to compensation oversight:
- Compensation Committee (chaired by Mahoney) recommends Independent Director compensation annually based on comparable BDCs, expertise, and time commitments .
- Clawback policy adopted effective October 2, 2023 under SEC and Nasdaq rules (Company does not pay incentive-based compensation to covered executives as of that date) .
- Hedging policy prohibits directors and executive officers from hedging the Company’s securities or trading in related derivatives .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company directorships (last 5 years) | None disclosed for Mahoney |
| Compensation Committee interlocks | No interlocking relationships existed during 2024 |
Expertise & Qualifications
- Investments and portfolio management: Former CIO at Vantis Life, with deep experience in performance measurement and valuation of investments .
- Risk management and compliance: Background includes risk strategies for FX and P&C, and investment adviser compliance insights .
- Board leadership: Serves as Lead Independent Director and chairs the Compensation Committee, enhancing independent oversight of governance and pay .
Equity Ownership
| As of (Record Date) | Shares Beneficially Owned | % of Shares Outstanding | Dollar Range of Ownership |
|---|---|---|---|
| April 11, 2025 | 8,864 | <1% (per proxy notation) | $50,001–$100,000 |
| April 19, 2024 | 7,900 | <1% (per proxy notation) | $50,001–$100,000 |
Context:
- Shares outstanding at April 11, 2025 were 40,331,962, indicating director-level holdings are individually well below 1% by design for an independent director .
- Company prohibits director hedging of Company securities .
Governance Assessment
- Independence and leadership: Mahoney is an independent director, Lead Independent Director, and chairs the Compensation Committee—positions that strengthen independent oversight of management and pay .
- Attendance and engagement: Board and committee activity in 2024 was regular (Board 7; Audit 5; N&G 4; Comp 1), with all directors meeting the ≥75% attendance threshold, supporting engagement .
- Compensation structure: Director compensation is entirely cash-based; no equity or options are granted to directors, reducing equity alignment but avoiding pay complexity; hedging is prohibited to support alignment .
- Conflicts and controls: As an externally managed BDC, HRZN faces inherent advisor-related conflicts; mitigants include fully independent key committees and co-investment safeguards requiring a “required majority” of independent directors for transactions, which strengthen governance .
- Transition risk: RED FLAG — Pursuant to the Retirement Policy, Mahoney is expected to tender his resignation by December 31, 2025 (subject to extension/waiver), introducing potential continuity risk in independent leadership and Compensation Committee stewardship .
- Related-party exposure: Proxy emphasizes advisor-related conflicts and fee structures; no Mahoney-specific related-party transactions are identified; Audit Committee conducts quarterly related-party reviews .