Elaine A. Sarsynski

About Elaine A. Sarsynski

Elaine A. Sarsynski (age 69) is an independent Class II director of Horizon Technology Finance Corporation (HRZN), serving since June 2012; her current term expires at the 2027 annual meeting. She is Chair of the Nominating & Corporate Governance Committee and a member of the Audit and Compensation Committees, and is deemed independent under Nasdaq and the Investment Company Act of 1940 standards. Her background includes senior executive roles at MassMutual (Chair/CEO/President of MassMutual International LLC) and prior senior management roles at Aetna, with expertise in risk management, corporate governance, finance, HR, and communications. She beneficially owns 7,000 HRZN shares, corresponding to the company’s disclosed $50,001–$100,000 dollar range for her holdings.

Past Roles

External Roles

Board Governance

• Classification and tenure: Class II; director since June 2012; term expires 2027. Independent under Nasdaq and 1940 Act.
• Committee assignments:
  • Audit Committee member; Audit Committee met 5 times in 2024.
  • Nominating & Corporate Governance Committee Chair; committee met 4 times in 2024.
  • Compensation Committee member; committee met 1 time in 2024.
• Attendance: All directors attended at least 75% of board and committee meetings in 2024; Board held 7 meetings. Six directors attended the 2024 annual meeting.
• Lead Independent Director: Edmund V. Mahoney.
• Executive sessions/controls: Independent director-only committee structure; CCO meets separately with Independent Directors at least annually; robust risk oversight through committees.

Fixed Compensation

Performance Compensation

The company states no stock or option awards to directors in 2024; directors receive cash fees only. Compensation Committee benchmarks against other public BDCs and time/skill requirements; no independent comp consultant is disclosed.

Other Directorships & Interlocks

Expertise & Qualifications

• Skills: Managing large organizations; risk management; corporate governance; corporate finance; HR; corporate communications.
• Financial oversight: Audit Committee member; broad financial and governance experience from MassMutual and Aetna.
• Regulatory/controls: Experience with SEC reporting, valuation, compliance environments in financial services; board’s independent-committee risk oversight model.

Equity Ownership

• Vested vs. unvested, options: Not disclosed; no director equity grants in 2024.
• Hedging/Pledging: HRZN prohibits directors from hedging their ownership and from trading in options, puts, calls, or derivatives on HRZN stock; the proxy does not disclose any pledging policy or any pledging by Ms. Sarsynski.

Governance Assessment

• Strengths and positive signals:

  • Clear independence and leadership role: Independent status affirmed; chairs Nominating & Corporate Governance (key for board refreshment, evaluation, governance standards).
  • Strong attendance/engagement baseline: Board/committees met regularly in 2024; all directors ≥75% attendance.
  • Risk oversight alignment: Service on Audit and Compensation Committees complements governance chair role; independent-only committee structure enhances oversight quality.
  • Ownership alignment: Personal ownership of 7,000 shares; hedging prohibited, supporting alignment.

• Potential considerations/monitoring items:

  • External board load: Three concurrent public company boards (GNW, HMN, TI Fluid Systems) plus HRZN increases time demands; continue to monitor attendance and engagement given multi-board commitments.
  • Compensation structure: Cash-only director compensation avoids equity alignment leverage; however, HRZN’s policy in 2024 did not include director equity grants.

• Related-party/conflict checks:

  • No director-level related party transactions involving Ms. Sarsynski are disclosed; broader advisor-related conflicts (fee incentives, co-investment allocations) are mitigated via policies, SEC exemptive relief, and independent director oversight, including “required majority” approvals on co-investments.
  • Section 16 compliance: Company reports timely filings during 2024 except a single late Form 4 by an executive (not Sarsynski).

• Director compensation outcome (2024): $122,000 cash; reflects increased base fees effective April 26, 2024 and committee roles including a committee chair stipend; no equity or options.

RED FLAGS

• None specific to Ms. Sarsynski disclosed (no attendance issues, no related-party transactions, no pledging, no Section 16 issues). Monitor potential “overboarding” risk given three outside public boards; no negative attendance signal in 2024.

Key takeaway: As an independent director with governance chair responsibilities and Audit/Comp committee service, Sarsynski represents a governance-strengthening presence on HRZN’s board; cash-only director pay and personal stock ownership support alignment, while multiple outside boards warrant ongoing monitoring of time commitments. **[1487428_0001437749-25-012281_hrzn20250414_def14a.htm:19]** **[1487428_0001437749-25-012281_hrzn20250414_def14a.htm:24]** **[1487428_0001437749-25-012281_hrzn20250414_def14a.htm:7]** **[1487428_0001437749-25-012281_hrzn20250414_def14a.htm:11]**