Jonathan J. Goodman
Horizon Technology FinanceAbout Jonathan J. Goodman
Independent director of Horizon Technology Finance Corporation (HRZN); age 53; Class III director since June 2023 and nominee to serve through the 2028 annual meeting. Founder and Managing Director of Qiviut Capital LP since June 2018; previously a Managing Director at Bain Capital, co-founding and co-managing its systematic global macro hedge fund, Absolute Return Capital (2004–2015), and earlier a Principal in Bain Capital’s Private Equity group; prior experience at Monitor Company (1993–1995). The Board has determined he is independent under Nasdaq and 1940 Act standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital, LP | Managing Director; co-founder/co-manager of Absolute Return Capital (ARC) | 1995–2015 (ARC 2004–2015) | Built systematic global macro capability; investment due diligence, risk management, portfolio management. |
| Bain Capital, Private Equity | Principal (generalist investor) | Pre-2004 | Cross-industry investing; financial statement oversight; portfolio management. |
| Monitor Company | Consultant/Analyst | 1993–1995 | Strategy consulting; analytical training applicable to board risk oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Qiviut Capital LP | Founder & Managing Director | Since June 2018 | Private investment firm; no HRZN public company interlock disclosed. |
| Museum of Science, Boston | Investment Committee member (prior) | Not specified | Prior service; governance and investment oversight experience. |
Board Governance
- Independence: Determined independent by the Board under Nasdaq and 1940 Act standards.
- Committees: Audit Committee member; Compensation Committee member. Not listed on Nominating & Corporate Governance Committee.
- Chair roles: Not a committee chair; Audit Committee chaired by James J. Bottiglieri; Compensation Committee chaired by Edmund V. Mahoney.
- Attendance: For FY2024, Board met 7 times; all directors attended ≥75% of Board and committee meetings; 6 directors attended the June 2024 annual meeting.
- Lead Independent Director: Edmund V. Mahoney.
- Executive sessions and compliance oversight: Chief Compliance Officer meets separately in executive session with Independent Directors at least once each year.
Fixed Compensation
- Structure (Independent Directors):
- Annual cash fee increased from $92,000 to $102,000 effective April 26, 2024.
- Committee membership fees: Audit Committee $7,500; Nominating & Corporate Governance Committee $5,000.
- Chair fees: Audit Committee Chair +$10,000; Nominating & Corporate Governance Chair +$7,500; Lead Independent Director +$10,000.
- Expense reimbursement for meeting attendance; no pay for “interested” directors.
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash (Goodman) | $109,500 |
| Stock or Option Awards (Director compensation) | None |
| Pension/Retirement Benefits | None |
Performance Compensation
- The Company did not award any portion of director fees in stock or options during FY2024; there are no director performance-based incentives disclosed (e.g., RSUs/PSUs, option awards, TSR/ESG metrics) in the proxy.
| Component | Details |
|---|---|
| Equity awards (RSUs/PSUs) | Not awarded to directors in FY2024. |
| Option awards | Not awarded to directors in FY2024. |
| Performance metrics tied to director pay | Not disclosed/Not applicable for independent directors. |
| Clawbacks specific to director compensation | Not disclosed. — |
| Hedging policy | Directors prohibited from hedging Company securities (e.g., trading publicly-traded options/derivatives). |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (past 5 years) | None for Goodman. |
| Compensation Committee interlocks | No interlocking relationship existed during FY2024 between any Board/Comp Committee member and a Company executive officer. |
| Shared directorships with competitors/suppliers/customers | None disclosed for Goodman. |
Expertise & Qualifications
- Investment management, risk management, portfolio management, investment due diligence, and financial statement oversight (Qiviut Capital; Bain Capital; ARC).
- Audit-relevant experience reflected by membership on Audit Committee and participation in the Audit Committee report.
- Board determined he possesses skills enhancing Board effectiveness in governance and oversight.
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (record/beneficial) | 2,313 shares (as of April 11, 2025). |
| Shares outstanding (Record Date) | 40,331,962 shares. |
| Ownership % of outstanding | ~0.006% (2,313 ÷ 40,331,962). |
| Dollar range of ownership | $10,001–$50,000. |
| Vested vs. unvested shares | Not disclosed in proxy. — |
| Options (exercisable/unexercisable) | Not disclosed in proxy; no director options awarded in FY2024. |
| Pledging of shares | Not disclosed; hedging prohibited by policy. |
Insider Trades
| Item | FY2024/Proxy Disclosure |
|---|---|
| Section 16(a) compliance | Company states all Section 16(a) filing requirements were met timely during FY2024, except one late Form 4 by Gerald A. Michaud; no delinquency noted for Goodman. |
Governance Assessment
- Strengths: Independent status; active roles on Audit and Compensation Committees; participation in Audit oversight (committee membership/signatory); Board-wide attendance ≥75%; clear prohibition on hedging; no public company interlocks or related-party transactions disclosed specific to Goodman.
- Alignment signals: Holds 2,313 shares (~0.006% of outstanding), indicating some personal capital at risk; however, director pay is entirely cash-based with no equity grants in FY2024, which may limit incremental ownership alignment.
- Conflicts: None specifically identified related to Goodman; broader Advisor-related conflicts are overseen via policies, SEC exemptive relief for co-investments, and Independent Director “required majority” approvals.
- Attendance/engagement: Board/committee workload disclosed; directors met attendance thresholds; governance processes include executive sessions and compliance reporting.
RED FLAGS: None specific to Goodman disclosed in the proxy (no delinquent filings; no related-party ties identified; independent determination affirmed). Low equity ownership and all-cash director compensation could be viewed as a modest alignment gap relative to equity-linked practices at some issuers, though typical for externally managed BDCs.