Robert D. Pomeroy, Jr.
Horizon Technology FinanceAbout Robert D. Pomeroy, Jr.
Robert D. Pomeroy, Jr. (age 74) is Chairman of the Board and Chief Executive Officer of Horizon Technology Finance Corporation (HRZN), serving as a Class III director since March 2010; he is designated as an “interested director” under the 1940 Act and is not independent . He has 40+ years of diversified lending and leasing experience and co-founded Horizon Technology Finance Management LLC (the Advisor), serving as its Chief Executive Officer since formation; he was a Managing Member of the Advisor from May 2003 to June 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Science International, Inc. | Senior Vice President of Financing | Not disclosed | Senior leadership in financing; diversified lending expertise |
| Transamerica Business Credit | Executive Vice President; General Manager, Technology Finance Division | Not disclosed | P&L accountability; credit authority; investment oversight |
| GATX Ventures, Inc. | President | Not disclosed | Senior executive leadership; corporate governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Horizon Technology Finance Management LLC (Advisor) | Chief Executive Officer | Since May 2003 | Managing Member from May 2003 to June 2023 |
| Public company directorships (past 5 years) | None | — | No other public boards disclosed |
Board Governance
- Structure: Board has eight directors; six are independent. Pomeroy is Chairman and CEO and an “interested person” under the 1940 Act; Edmund V. Mahoney is Lead Independent Director .
- Committees: All committees are composed solely of independent directors; Pomeroy does not serve on Audit, Nominating & Corporate Governance, or Compensation Committees .
- Attendance: In 2024, the Board held 7 meetings; all directors attended at least 75% of the aggregate number of Board and respective committee meetings. Six directors attended the June 2024 annual meeting .
- Independent oversight: Audit Committee oversees financial reporting, internal controls, and auditor independence (Chair: James J. Bottiglieri, audit committee financial expert) . Nominating & Corporate Governance Committee (Chair: Elaine A. Sarsynski) oversees board composition and evaluations . Compensation Committee (Chair: Edmund V. Mahoney) recommends independent director compensation; executives are not paid by the Company .
- Executive sessions and compliance: Chief Compliance Officer meets separately in executive session with independent directors at least annually .
Board Committees (2024)
| Committee | Chair | Members | Pomeroy Membership |
|---|---|---|---|
| Audit | James J. Bottiglieri | Bottiglieri, Goodman, Sarsynski, Savage (all independent) | None (committees limited to independent directors) |
| Nominating & Corporate Governance | Elaine A. Sarsynski | Balkin, Bottiglieri, Mahoney, Sarsynski, Savage (all independent) | None |
| Compensation | Edmund V. Mahoney | Balkin, Bottiglieri, Goodman, Mahoney, Sarsynski, Savage (all independent) | None |
Fixed Compensation
- Interested directors (including Pomeroy) receive no compensation from the Company for board service . Independent director annual fee increased from $92,000 to $102,000 effective April 26, 2024; committee and leadership fees are listed below .
| Director | Fees Earned or Paid in Cash (2024) | All Other Compensation | Total |
|---|---|---|---|
| Robert D. Pomeroy, Jr. | None | None | None |
Independent Director Fee Schedule (context for board pay structure, not applicable to Pomeroy):
- Annual fee: $102,000 beginning April 26, 2024
- Audit Committee member: $7,500; Audit Committee chair: +$10,000
- Nominating & Corporate Governance Committee member: $5,000; chair: +$7,500
- Lead Independent Director: +$10,000
Performance Compensation
- The Company did not award any portion of director fees in stock or options in 2024; directors do not receive pension or retirement benefits from the Company . Executives are not compensated directly by the Company (externally managed BDC), so there are no Company performance-based awards, targets, severance or change-of-control terms applicable to Pomeroy via HRZN .
| Performance Metric | Target | Actual | Payout Impact |
|---|---|---|---|
| Performance-based director compensation | Not applicable | Not applicable | Not applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for the past 5 years |
| Interlocks | External management relationship: Advisor receives management and incentive fees under the Investment Management Agreement; $12.6 million paid in 2024 . Administration Agreement reimbursements totaled $1.7 million in 2024 . Co-investment conflicts managed via SEC exemptive relief requiring “required majority” of independent directors to approve and conclude terms are fair and consistent with stockholder interests . |
Expertise & Qualifications
- 40+ years in diversified lending and leasing with senior roles across sales, marketing, and management; prior leadership at Science International, Transamerica Business Credit (Technology Finance Division), and GATX Ventures .
- As co-founder and CEO of the Advisor, brings strategic planning, credit oversight, investment committee oversight, HR oversight, compliance reporting, investor relations, and fundraising experience to HRZN governance .
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding | Dollar Range |
|---|---|---|---|
| Robert D. Pomeroy, Jr. | 210,748 | Less than 1% | Over $1,000,000 |
| HRZN shares outstanding (Record Date: 4/11/2025) | 40,331,962 | — | — |
Notes:
- Hedging policy: Directors and executive officers are prohibited from hedging Company securities (e.g., trading options, puts, calls, derivatives) .
- Pledging: No pledging disclosures were provided; none noted in the proxy .
- Derived alignment context: 210,748 / 40,331,962 ≈ 0.52% (based on disclosed share counts) ; proxy categorizes as “less than 1%” .
Governance Assessment
- Independence and roles: Pomeroy is an “interested” director, combining CEO and Chair roles—a potential governance red flag due to concentrated authority—mitigated by a majority-independent board, a Lead Independent Director, and independent committee chairs with defined oversight mandates .
- Committee work: Pomeroy is not on key oversight committees (Audit, Nominating, Compensation), which preserves committee independence and reduces direct conflicts in oversight functions .
- Attendance and engagement: Board met seven times in 2024; all directors attended at least 75% of meetings, indicating baseline engagement; six directors attended the 2024 annual meeting .
- Conflicts and related-party exposure: As CEO of the external Advisor, Pomeroy’s affiliation aligns him with the manager receiving fees ($12.6 million in 2024) and reimbursements ($1.7 million), a structural BDC conflict. Mitigants include independent director “required majority” approval of co-investments under SEC exemptive relief, quarterly related-party review by the Audit Committee, and policies/procedures to manage allocation and conflict risks .
- Pay and alignment: Pomeroy receives no Company director fees or equity grants; alignment comes via personal share ownership (210,748 shares) and the Company’s prohibition on hedging, though absence of director equity awards reduces formal pay-for-performance linkage at the Company level for interested directors .
RED FLAGS
- Combined CEO/Chair role with “interested” status (concentration of authority) .
- External management fee structure and co-investment allocation risks tied to Advisor affiliation ($12.6 million fees; $1.7 million reimbursements in 2024) .
Mitigants
- Majority-independent board, Lead Independent Director, and independent committee chairs .
- SEC-approved co-investment framework requiring “required majority” independent director conclusions of fairness and consistency with stockholder interests .
- Hedging ban for directors/executives, enhancing alignment of economic exposure .