Joseph J. Savage - Director | Horizon Technology Finance (HRZN) Executive Profile & Compensation

About Joseph J. Savage

Joseph J. Savage (age 72) is an Independent Director of Horizon Technology Finance Corporation, serving since March 2016 and nominated for re‑election as a Class III director through the 2028 annual meeting . The Board determined he is independent under Nasdaq listing standards and the Investment Company Act of 1940 . He is retired since 2017, with a career in commercial lending and managing large financial organizations, including senior roles at Webster Financial Corporation and Webster Bank, N.A. .

Past Roles

Organization	Role	Tenure	Committees/Impact
Webster Financial Corporation	Executive Vice Chairman	Oct 2015 – Jun 2017	Senior leadership in commercial banking; enhanced board’s lending expertise
Webster Bank, N.A.	Executive Vice President, Commercial Banking	Joined Apr 2002	Managed commercial banking; operational leadership
Webster Financial Corporation and Webster Bank, N.A.	President (prior role)	Not specified	Led bank and holding company operations
Webster Bank, N.A.	Board member	Not specified	Governance experience at a regulated financial institution

External Roles

Company	Role	Period	Notes
None	—	Past 5 years	No other public company directorships disclosed

Board Governance

Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Compensation Committee member .
Chairs (not Savage): Audit Committee Chair – James J. Bottiglieri; Nominating & Corporate Governance Committee Chair – Elaine A. Sarsynski; Compensation Committee Chair – Edmund V. Mahoney; Lead Independent Director – Edmund V. Mahoney .
Attendance: In 2024, Board met 7 times; Audit 5; Nominating & Governance 4; Compensation 1; all directors attended at least 75% of aggregate meetings; six directors attended the June 2024 annual meeting . In 2023, Board met 10 times; Audit 5; Nominating & Governance 5; Compensation 1; directors attended at least 75% (new members excepted) .
Independence: Confirmed independent (Nasdaq and 1940 Act) .
Compliance oversight: Chief Compliance Officer meets separately in executive session with Independent Directors at least annually .

2025 Annual Meeting Vote Outcomes (context for investor support)

Nominee	For	Withheld	Broker Non-Votes
Jonathan J. Goodman	9,738,581	1,853,566	14,188,186
Robert D. Pomeroy, Jr.	9,731,074	1,861,073	14,188,186
Joseph J. Savage	8,844,564	2,747,583	14,188,186
Kimberley A. O’Connor	10,108,364	1,483,783	14,188,186

Observation: Savage received the highest withhold count among the nominees, a potential signal of investor scrutiny .

Fixed Compensation

Component	Amount (USD)	Notes
Independent Director annual fee (effective Apr 26, 2024)	$102,000	Increased from $92,000 prior to Apr 26, 2024
Audit Committee membership fee	$7,500	Annual member fee
Nominating & Corporate Governance Committee membership fee	$5,000	Annual member fee
Audit Committee Chair additional fee	$10,000	Chair only; Savage is not Chair
Nominating & Corporate Governance Chair additional fee	$7,500	Chair only; Savage is not Chair
Lead Independent Director additional fee	$10,000	Lead Independent Director is Mahoney
Joseph J. Savage – Total fees earned in 2024	$114,500	Cash only; no equity or options awarded

Year-over-Year Director Fee Comparison

Year	Fees Earned (USD)
2023	$104,500
2024	$114,500

Performance Compensation

Item	2024 Disclosure	Notes
Stock awards (RSUs/PSUs)	None	No equity granted to directors in 2024
Option awards	None	No options granted to directors in 2024
Performance metrics tied to awards	Not applicable	Directors compensated in cash; no at‑risk equity
Pension/retirement benefits	None	No pension or retirement benefits for directors

Other Directorships & Interlocks

Company	Role	Committees	Overlap/Interlock Risk
None	—	—	No public board service disclosed in past 5 years

Expertise & Qualifications

Commercial lending and large financial organization management (Executive Vice Chairman and prior President roles at Webster) .
Board experience at a bank (Webster Bank, N.A.) .
Adds credit, banking, and operational oversight expertise to HRZN’s board .

Equity Ownership

Holder	Shares Owned	% of Outstanding	Type of Ownership	Dollar Range
Joseph J. Savage	59,500	<1%	Record/Beneficial	$100,001–$500,000

Hedging policy: Directors and executive officers are prohibited from hedging Company securities (options, puts/calls, derivatives) .
Section 16 compliance: All timely for 2024 except a single late Form 4 by Gerald A. Michaud; no delinquency flagged for Savage .

Governance Assessment

Strengths:
- Independent status with service across all three key committees (Audit, Nominating & Governance, Compensation), indicating deep board engagement .
- Attendance met or exceeded 75% threshold; Board and committees maintained regular cadence (Board 7; Audit 5; N&G 4; Comp 1 in 2024) .
- Banking and commercial lending expertise enhances credit oversight for a BDC .
- Hedging prohibition improves ownership alignment risk controls .
RED FLAGS / Watch items:
- Cash-only director compensation (no equity grants) reduces pay‑for‑performance alignment typical in many governance frameworks .
- 2025 vote support for Savage had the highest withholds among nominees (2,747,583 withheld vs. peers), signaling investor caution or engagement opportunity .
- Externally managed structure entails related‑party conflicts at the Advisor level (management and incentive fee, co‑investment allocations); while not specific to Savage, Independent Directors must actively oversee conflicts and co‑investment approvals via “required majority” processes .
Shareholder voting context:
- 2025 ballot included director elections and auditor ratification; no say‑on‑pay proposal presented .
Committee oversight quality:
- Audit Committee led by an audit committee financial expert (Bottiglieri) with fair value oversight responsibilities; Savage participates on the committee .
- Nominating & Governance and Compensation Committees comprised solely of independent directors; Savage participates in both .