James J. Bottiglieri
Horizon Technology FinanceAbout James J. Bottiglieri
Independent Class I Director of Horizon Technology Finance Corporation (HRZN); age 69; on the Board since July 2010 with current term expiring at the 2026 annual meeting . The Board’s Independent Director Retirement Policy requires him to tender his resignation no later than December 31, 2025 (subject to Board extension/waiver) . Identified by the Board as independent under Nasdaq and 1940 Act standards and qualified by the Board as an “audit committee financial expert” under Regulation S‑K Item 407 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compass Group Diversified Holdings LLC (NYSE: CODI) | Chief Financial Officer (prior) | CFO 2005–2013 | Built expertise in public company reporting and governance; informs HRZN audit oversight . |
| WebMD | Senior Vice President/Controller (prior) | Not disclosed | Accounting and financial controls experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compass Group Diversified Holdings LLC (NYSE: CODI) | Director | Since Dec 2005 | Public company directorship; multiple subsidiary boards; governance/financial oversight . |
| Peruvian Palm Oil Holdings (private) | Director | Not disclosed | Private company board service . |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (Member); Compensation Committee (Member) .
- Independence: Board determined he is independent under Nasdaq and the 1940 Act; Independent-only membership on key committees (Audit, Nominating, Compensation) .
- Attendance: In FY2024, the Board held 7 meetings; Audit 5; Nominating & Corporate Governance 4; Compensation 1; all directors attended at least 75% of Board and respective committee meetings. Six directors attended the June 2024 annual meeting .
- Retirement/tenure signal: Required resignation submission by Dec 31, 2025 under the 15-year Independent Director Retirement Policy—continuity risk unless waived or extended .
- Executive sessions: Chief Compliance Officer meets separately in executive session with Independent Directors at least annually; supports oversight rigor .
| Committee | Role | FY2024 Meetings Held |
|---|---|---|
| Audit | Chair | 5 |
| Nominating & Corporate Governance | Member | 4 |
| Compensation | Member | 1 |
Fixed Compensation
- Independent Director fee policy: Annual fee increased from $92,000 to $102,000 effective April 26, 2024; Audit Committee member $7,500; Nominating & Governance member $5,000; Audit Chair additional $10,000; Nominating Chair additional $7,500; Lead Independent Director additional $10,000. No compensation to interested directors .
- FY2024 cash received: $124,500; no stock or options; no pension/retirement benefits .
| Year | Fees Earned or Paid in Cash | Equity/Options | Pension/Other |
|---|---|---|---|
| 2024 | $124,500 | None | None |
Performance Compensation
| Component | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None awarded to directors in 2024 . |
| Option awards | None awarded to directors in 2024 . |
| Performance metrics tied to comp | Not applicable (directors paid cash retainers/fees; no performance-linked equity) . |
| Clawbacks | Not disclosed for directors (Company maintains Codes of Ethics & Conduct) . |
Other Directorships & Interlocks
- Public company boards: CODI (NYSE) director since 2005; no HRZN-disclosed committee roles at CODI .
- Potential interlocks/conflicts: None disclosed specific to Bottiglieri; HRZN notes general adviser-related conflicts and co-investment processes, overseen by Independent Directors and Audit Committee policies .
Expertise & Qualifications
- Designated audit committee financial expert by HRZN’s Board; deep background in accounting, SEC reporting, and corporate governance from CFO role at CODI and Controller role at WebMD .
- Skillset includes accounting, tax, financial reporting, governance compliance; supports Audit Chair responsibilities .
Equity Ownership
| Ownership Metric | Dec 26, 2024 | Apr 11, 2025 |
|---|---|---|
| Shares beneficially owned | 17,708 | 18,342 |
| % of shares outstanding | <1% | <1% |
| Dollar range of ownership | $100,001–$500,000 | $100,001–$500,000 |
- Hedging policy: Company prohibits directors and executive officers from hedging their ownership of Company securities (e.g., options, puts, calls or derivatives related to Company stock or debt) .
- Pledging: Not disclosed.
Governance Assessment
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Strengths:
- Audit Committee leadership and “financial expert” designation enhance financial reporting oversight; audit charter covers auditor selection, quarterly/annual review, pre-approvals, and valuation oversight; Bottiglieri serves as public contact for Audit Chair—clear accountability .
- Independence affirmed; membership on key committees comprised solely of Independent Directors .
- Attendance threshold met; Board and committees active in FY2024 .
- No equity awards; alignment via personal share ownership and hedging ban mitigates misalignment risk .
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Watch items / red flags:
- Imminent retirement policy trigger (Dec 31, 2025) could remove a seasoned Audit Chair unless extended; potential transition risk in audit leadership and committee continuity .
- HRZN’s external management and incentive fee structure introduces inherent adviser conflicts; oversight relies on Independent Directors (including Bottiglieri) and formal policies, but remains a structural governance consideration for investors .
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Overall implication:
- Bottiglieri’s long-tenured financial oversight and independence support investor confidence in reporting and controls. However, planned retirement requires succession planning for Audit Chair responsibilities to preserve board effectiveness and continuity of valuation and audit oversight .