Kimberley A. O’Connor
Horizon Technology FinanceAbout Kimberley A. O’Connor
Kimberley A. O’Connor (61) is a nominee for Class I director at Horizon Technology Finance Corporation (HRZN), with a term expected to run until the 2026 annual meeting if elected. She previously served briefly as a Class I director from February 23, 2023 to March 10, 2023, resigning due to potential conflicts tied to a change in control at the Advisor; those independence issues have since been resolved. She retired in August 2022 after serving as Boston Office Managing Partner at Grant Thornton LLP (2019–2022) and Partner (2004–2019), holds NACD Board Certification, and is currently on the board of Embark (consulting) where she chairs the audit committee. The Board determined she is independent under Nasdaq listing rules and the 1940 Act.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Boston Office Managing Partner | Jan 2019–Aug 2022 | Led public and private international firm engagements in life sciences and consumer industrial products; extensive SEC reporting, risk management, internal controls, valuation of investments |
| Grant Thornton LLP | Partner | 2004–Jan 2019 | 25+ years as SEC audit partner with significant audit committee and board interaction |
| HRZN | Class I Director (appointed, resigned) | Feb 23, 2023–Mar 10, 2023 | Appointed; potential conflicts identified due to Advisor’s change-in-control; resignation not due to disagreement |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Embark (business and professional services consulting firm) | Director; Audit Committee Chair | Current | Audit Committee Chair |
| Public company boards | None reported | N/A | N/A |
Board Governance
- Nomination and independence: The Nominating and Corporate Governance Committee recommended O’Connor for election on Feb 28, 2025; she completed an independence questionnaire and the Board determined she is independent under Nasdaq and the 1940 Act. If elected, she will serve as a Class I director until the 2026 annual meeting.
- Prior HRZN service: Appointed Feb 23, 2023; resigned Mar 10, 2023 after conflicts tied to the Advisor’s change-in-control were identified; issues now resolved.
- Committees (company context): HRZN’s standing committees are Audit, Nominating & Corporate Governance, and Compensation; only Independent Directors serve on these committees. In 2024, the Board met 7 times; Audit met 5; Nominating & Corporate Governance met 4; Compensation met 1; all directors attended at least 75% of meetings.
- Audit Committee financial expert: James J. Bottiglieri serves as Audit Chair and is the Board’s “audit committee financial expert.”
Fixed Compensation
| Item | Amount | Dates | Notes |
|---|---|---|---|
| Consulting compensation (Board consultant) | $30,000 | Jan 1, 2025–Jun 5, 2025 | Consultant to the Board; consulting role terminates June 5, 2025 regardless of election outcome |
| Director fees (2024) | None | 2024 | O’Connor was not a director in 2024; no fees paid |
Director compensation policy (current):
| Component | Amount | Effective Date |
|---|---|---|
| Annual fee (Independent Directors) | $102,000 | Apr 26, 2024 |
| Annual fee (pre-change) | $92,000 | Prior to Apr 26, 2024 |
| Audit Committee member fee | $7,500 | Current |
| Nominating & Corporate Governance Committee member fee | $5,000 | Current |
| Audit Committee Chair additional fee | $10,000 | Current |
| Nominating & Corporate Governance Chair additional fee | $7,500 | Current |
| Lead Independent Director fee | $10,000 | Current |
| Equity/pension | None | N/A (no equity awards or pension/retirement benefits for directors in 2024) |
Performance Compensation
| Performance Element | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not awarded to directors in 2024 | Company did not award any portion of director fees in stock or options during 2024 |
| Options | Not awarded to directors in 2024 | No options granted to directors in 2024 |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not applicable | Director compensation does not disclose performance-tied metrics |
Other Directorships & Interlocks
- Other public company directorships (past 5 years): None disclosed for O’Connor.
- Compensation Committee interlocks (2024): None reported.
Expertise & Qualifications
- 35+ years in public accounting, tax, financial matters; deep SEC reporting, risk management, internal controls, investment valuation expertise; extensive interaction with audit committees.
- Sector exposure: Worked primarily with public/private international firms in life sciences and consumer industrial products at Grant Thornton.
- NACD Board Certification; able to read and understand fundamental financial statements (Board independence assessment factors).
Equity Ownership
| Holder | Shares Owned | % Outstanding | Notes |
|---|---|---|---|
| Kimberley A. O’Connor (Nominee) | — | — | No shares reported as of April 11, 2025 record date |
- Hedging policy: HRZN prohibits directors and executive officers from hedging their ownership of company securities (e.g., trading publicly-traded options, puts, calls or other derivatives).
Governance Assessment
- Independence and conflicts: O’Connor’s prior resignation (Mar 10, 2023) stemmed from potential conflicts due to an Advisor change-in-control; the proxy states the independence issues have been resolved, and the Board has determined she is independent for nomination in 2025. This remediation supports investor confidence in her independence.
- Audit oversight strength: Her audit leadership background and current audit chair role at Embark strengthen HRZN’s audit oversight and valuation governance capabilities, valuable for a BDC with fair value processes overseen by the Audit Committee.
- Alignment considerations: As of the 2025 record date, O’Connor reports no HRZN share ownership, and HRZN did not grant equity to directors in 2024. The cash-only director pay structure and lack of personal holdings reduce direct equity alignment, which investors may view as a gap versus equity-linked director pay models.
- Consulting relationship optics: Her $30,000 consulting arrangement with the Board from Jan–Jun 2025 is disclosed, time-limited, and ends before/at the annual meeting; while not a related-party transaction, investors should note the proximity to nomination and ensure ongoing independence protocols are maintained.
- Attendance culture: HRZN reports all directors met the ≥75% attendance threshold in 2024 and maintains independent-only committee membership, executive sessions, and a hedging ban—factors supportive of board effectiveness.
Red Flags (monitor)
- Prior conflict-triggered resignation (2023) tied to Advisor transaction; resolved, but merits continued monitoring of Advisor relationships.
- No disclosed HRZN equity ownership and no equity grants to directors in 2024—potential alignment concern.
- Recent consulting arrangement with the Board ahead of nomination—ensure independence safeguards and transparency remain robust.