Gerald A. Michaud
Horizon Technology FinanceAbout Gerald A. Michaud
Gerald A. Michaud is President of Horizon Technology Finance Corporation and an “interested” Class I director; age 72, serving as Director since March 2010 (Class II 2010–2014; Class I since 2014) with his current term expiring at the 2026 annual meeting . He co-founded and has served as President of Horizon Technology Finance Management LLC (the Advisor) since 2003 and sat as a Managing Member of the Advisor from May 2003 to June 2023; he is a member of the Advisor’s investment committee with extensive venture lending and marketing expertise in technology and life sciences, and prior senior roles at Transamerica Business Credit, GATX Ventures, and Science International, Inc. . As an officer and director, Michaud is classified as “interested” under the 1940 Act, and he does not sit on Board committees which are restricted to Independent Directors; Horizon maintains a Lead Independent Director given its CEO also serves as Chairman, with committees comprised solely of Independent Directors to mitigate independence concerns . Horizon is externally managed; none of the Company’s executive officers receive direct compensation from HRZN, constraining pay-for-performance transparency in public filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Science International, Inc. | Senior Vice President of Financing | Not disclosed | Built financing capabilities relevant to venture lending markets |
| Transamerica Business Credit | Executive Vice President; led Technology Finance Division (at Transamerica Business Credit) | Not disclosed | Senior leadership in technology lending; P&L and credit authority experience |
| GATX Ventures, Inc. | President | Not disclosed | Led venture finance operations; investment committee and governance experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Technology Finance Management LLC (Advisor) | President; Managing Member | President since May 2003; Managing Member May 2003–June 2023 | Co-founder; oversees venture lending strategy; member of investment committee approving all Company investments |
| Public Company Directorships (past 5 years) | None | N/A | No public company board interlocks disclosed |
Board Service and Governance
- Board service history: Class II Director (Mar 2010–Mar 2014); Class I Director (since Mar 2014); current term expires 2026 .
- Committee roles: Committees (Audit, Compensation, Nominating & Corporate Governance) are restricted to Independent Directors; Michaud does not serve on these committees .
- Attendance: In 2024, the Board held 7 meetings; all directors attended at least 75% of Board and committee meetings .
- Dual-role implications: CEO is also Chairman; Horizon uses a Lead Independent Director and independent committee chairs to mitigate independence concerns; Michaud is an “interested” director due to officer status, and committees are limited to Independent Directors .
Fixed Compensation
None of HRZN’s executive officers receive direct compensation from the Company; the Compensation Committee confirms no company-paid executive compensation while HRZN is externally managed .
| Component | Value |
|---|---|
| Base Salary | Not paid by HRZN (externally managed) |
| Target Bonus % | Not paid by HRZN (externally managed) |
| Actual Bonus Paid | Not paid by HRZN (externally managed) |
| Cash Perquisites | Not paid by HRZN (externally managed) |
Performance Compensation
HRZN does not grant executive equity or performance awards to its officers; no company-paid RSUs/PSUs/options or performance metric frameworks are disclosed for executives given external management .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no HRZN-paid executive incentive plan) | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 169,816 shares (record/beneficial) |
| Ownership as % of shares outstanding | <1% (40,331,962 shares outstanding at record date) |
| Dollar range of ownership | Over $1,000,000 |
| Vested vs. unvested shares | Not disclosed in proxy (no company grants) |
| Options (exercisable/unexercisable) | Not disclosed in proxy (no company grants) |
| Shares pledged as collateral | Not disclosed |
| Hedging policy | Hedging of Company securities by directors and executive officers is prohibited |
| Ownership guidelines | Not disclosed for executives/directors in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date (HRZN) | President and Director since March 2010 |
| Employment start date (Advisor) | President since May 2003; Managing Member May 2003–June 2023 |
| Contract term length/expiration | Not applicable at HRZN; executive services provided by Advisor under Investment Management and Administration Agreements |
| Auto-renewal clauses | Not disclosed for individual officer employment; company-level advisory/administration arrangements disclosed |
| Non-compete / non-solicit | Not disclosed |
| Change-of-control / severance | Not disclosed for individual officers; no HRZN-paid executive compensation plans |
| Post-termination consulting | Not disclosed |
Related Party Transactions and Conflicts (Context for Incentive Alignment)
| Agreement | Counterparty | 2024 Amount | Key Terms / Conflict Considerations |
|---|---|---|---|
| Investment Management Agreement | Horizon Technology Finance Management LLC (Advisor) | $12.6 million fees paid | Management fee on gross assets less cash and an incentive fee based on performance; potential for speculative investments; SEC exemptive relief governs co-investments; allocation policies to manage conflicts |
| Administration Agreement | Advisor as Administrator | $1.7 million expenses/fees | Reimbursement of allocable overhead and CFO/CCO staff costs; provision of office facilities and administrative services |
| Hedging policy | Company policy | N/A | Prohibits hedging by directors/executive officers, reducing misalignment risk |
| Section 16 filings | Individual | N/A | Company reports one late Form 4 filed by Michaud for 2024 |
Risk Indicators & Red Flags
- Interested director status (officer + director) with committees restricted to Independent Directors; mitigated by Lead Independent Director and governance structure .
- External management fee and incentive constructs may create conflicts; Board oversight and SEC co-investment exemptive relief applied; $12.6m advisory fees in 2024 .
- Hedging prohibited, reducing misalignment; pledging not disclosed; one late Form 4 in 2024 reported .
Compensation Committee Analysis (Directors)
- Independent Director cash fees increased from $92,000 to $102,000 as of April 26, 2024; committee and chair retainers detailed; interested directors (including Michaud) receive no director compensation from HRZN .
- The Compensation Committee confirms no HRZN-paid executive compensation while externally managed; benchmarks independent director pay to similar BDCs; no executive compensation report produced .
Say-on-Pay & Shareholder Feedback
- No HRZN-paid executive compensation; no executive say‑on‑pay disclosures for officers in proxy .
Performance & Track Record
- Michaud’s qualifications emphasize venture lending, marketing strategy, and portfolio oversight; member of the Advisor’s investment committee approving Company investments .
- Stock performance/TSR during tenure is not disclosed in the proxy; HRZN provides committee meeting and attendance metrics, but not executive performance metrics tied to pay given external management .
Investment Implications
- Pay-for-performance transparency is structurally limited: executives are compensated by the external Advisor, not HRZN; investors should focus on advisory fee terms and incentive fee structures as the primary economic levers rather than company-level executive pay .
- Alignment exists via share ownership (169,816 shares; >$1,000,000 dollar range), and hedging is prohibited; lack of pledging disclosure and absence of company-granted equity make it difficult to assess vesting-driven selling pressure .
- Governance mitigants (Lead Independent Director, independent committees) counterbalance dual-role independence concerns, while the externally managed model and incentive fee design warrant continued monitoring for risk-taking and co-investment allocation fairness; 2024 advisory fees totaled $12.6 million and administration reimbursements $1.7 million .
- Trading signal nuance: a single late Form 4 in 2024 is a minor compliance lapse, not necessarily indicative of selling pressure; absence of detailed insider award/vesting data in proxy limits predictive insights on near‑term selling .