DEF 14A of CION Investment Corp, May 30, 2025

DEF 14A of CION Investment Corp

Filed May 30, 20250001140361-25-020957

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF CLASS I DIRECTORS

    PROPOSAL 1 - ELECTION OF CLASS I DIRECTORS At the Meeting, shareholders are being asked to consider the election of three of the current independent directors of the Company, Edward J. Estrada, Peter I. Finlay and Earl V. Hedin. Pursuant to the Company’s charter and Bylaws, the Board may modify the number of directors on the Board, provided that the number of directors will not be fewer than one, the minimum number required by the Maryland General Corporation Law (the “MGCL”), or greater than twelve. Pursuant to the Company’s charter, the Company’s directors are divided into three classes. Each class of directors will hold office for a three-year term. At each annual meeting of shareholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and serve until his or her successor is duly elected and qualified. The Board is currently comprised of eight directors as set forth below, six of whom are independent:

  2. PROPOSAL 1 - ELECTION OF CLASS I DIRECTORS

    | Director Nominees - Class I - Independent (Serve Until the Annual Meeting of Shareholders in 2025) | Class II - Independent (Serve Until the Annual Meeting of Shareholders in 2026) | Class III - Interested (Serve Until the Annual Meeting of Shareholders in 2027) | | Edward J. Estrada | Robert A. Breakstone | Mark Gatto | | Peter I. Finlay | Catherine K. Choi | Michael A. Reisner | | Earl V. Hedin | Aron I. Schwartz | — |

  3. PROPOSAL 1 - ELECTION OF CLASS I DIRECTORS

    Messrs. Estrada, Finlay and Hedin have been nominated for election by the Board to each serve a three-year term expiring at the 2028 annual meeting of shareholders or until their successors are duly elected and qualified. The directors have agreed to serve as directors if elected and have consented to be named as nominees. No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between any such person and the Company. A shareholder can vote for, or withhold his or her vote from, each of the director nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy “FOR” the election of the director nominees named herein. If the director nominees should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person or persons as are nominated as replacements. The Board has no reason to believe that any of the persons named will be unable or unwilling to serve.

  4. Information about Director Nominees and Executive Officers

    Information about Director Nominees and Executive Officers Certain information pertaining to the director nominees and other directors and executive officers of the Company is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person held during the last five years, and the year in which each person became a director of the Company. The Board oversees the Company’s business and investment activities and is responsible for protecting the interests of the Company’s shareholders. The responsibilities of the Board include, among other things, the oversight of the Company’s investment activities, the quarterly valuation of the Company’s assets, oversight of the Company’s financing arrangements and corporate governance activities.

  5. Director Independence

    Director Independence A majority of the members of the Board are not “interested persons” of the Company or CIM, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), and as required by Rule 303A.00 of the NYSE Listed Company Manual. These individuals are referred to as the Company’s independent directors (the “Independent Directors”). Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. The members of the Board that are not Independent Directors are referred to as interested directors (the “Interested Directors”). The Board has determined that the following director nominees are Independent Directors: Messrs. Estrada, Finlay and Hedin. The Board has determined that the following directors are also Independent Directors: Messrs. Breakstone and Schwartz and Ms. Choi. The Board has determined that the following directors are Interested Directors: Messrs. Gatto and Reisner. Based upon information requested from each director concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the Independent Directors has, or within the last two years had, a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board or any Board committee or as a shareholder.

  6. NOMINEES FOR CLASS I—INDEPENDENT DIRECTORS

    NOMINEES FOR CLASS I—INDEPENDENT DIRECTORS

  7. NOMINEES FOR CLASS I—INDEPENDENT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Edward J. Estrada Age: 52 Director | 2021 – 2025 | Edward J. Estrada has served as a member of the Board since 2021. Mr. Estrada is the Principal of Estrada Legal Consulting, a legal management consulting business working with law firms on strategy development, implementation and alignment, market positioning, margin improvement, and operational efficiency. Mr. Estrada was in private legal practice for 25 years. Most recently, he was a partner with the global law firm, Reed Smith, LLP, in its Global Financial Industry Group. Mr. Estrada is a Trustee of CION Grosvenor Infrastructure Fund, a diversified, closed-end management investment company, since 2024. In addition, Mr. Estrada has been a partner at American Redress Partners, LLP since 2024. He has served as a director for a family foundation since 2021 and as an advisory and executive board member for certain non-profit businesses. At Reed Smith LLP, Mr. Estrada counseled his clients in a wide range of business matters, including acting as outside counsel, and addressing their regulatory, transactional and litigation needs. He held multiple leadership positions at Reed Smith, LLP, most recently as global chair of the firm’s Financial Industry Group from 2016 to 2021. Mr. Estrada also served as co-head of Reed Smith, LLP’s U.S. Litigation Group (2010 to 2012), served two terms on the firm’s Executive Committee (2009 and 2014), served as Managing Partner of the New York Office (2012 to 2014), and served as the firm’s Global Head of Business Strategy on the firm’s Senior Management Team (2014 to 2016). In his practice, and in his role as global chair of Reed Smith, LLP’s Financial Industry Group, Mr. Estrada counseled clients ranging from private funds to investment and regional banks and was responsible for identifying and responding to market and industry trends. Mr. Estrada received his J.D. from George Washington Law School in 1997 and his B.A. from Cornell University in 1994. In the opinion of the Board, Mr. Estrada’s extensive legal experience, particularly with counseling private funds and investment and regional banks on a broad range of legal matters, including, without limitation, litigation and commercial transactions, brings value to the Board. | CION Grosvenor Infrastructure Fund |

  8. NOMINEES FOR CLASS I—INDEPENDENT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Peter I. Finlay Age: 63 Director | 2016 – 2025 | Peter I. Finlay has served as a member of the Board since 2016. He is the founder and Managing Principal of Ardentis LLC, a corporate finance consulting firm that provides advisory services to companies in the U.S. and international markets. From 2008 to 2013, Mr. Finlay served as Managing Director of ICON Capital, LLC and was responsible for managing new business origination in Europe and North America. Prior to 2008, Mr. Finlay held various management positions both in financial institutions and in relevant industries. From 2006 to 2008, he served as Director of Equipment Finance at Landsbanki Commercial Finance where he established a new industrial finance business with a focus on originating middle market secured debt transactions. From 2003 to 2006, he served as Vice President & Regional Director Europe for GMAC Commercial Finance where he started a new equipment finance business. From 2000 to 2003, Mr. Finlay served as a Director of Project Finance Organization at Bell Labs Lucent Technologies and from 1997 to 1999 he served as a Marketing Director of Structured Finance at Transamerica Leasing, where he established a structured finance operation covering Europe and the Middle East. Mr. Finlay started his career at National Westminster Bank (1979 – 1986) before moving to Barclays (1986 – 1997), where he held various positions, including Manager in the middle market structured leasing department and Manager in the para-banking inspection department where he was responsible for reviewing risk management compliance and risk underwriting in the bank’s European equipment finance subsidiaries. Since 2014, Mr. Finlay has been the Managing Principal of Ardentis LLC. From 2015 to 2021, he was also an advisor to the board of EMM Investments LLC, a privately held asset manager engaged in lending to asset intensive companies. From 2009 to 2011, Mr. Finlay served as Chairman and non-executive Director of Premier Telesolutions Ltd. (UK). Mr. Finlay became an Associate of the Chartered Institute of Bankers in England and Wales in 1994 and completed a Diploma in Financial Studies in 1997. He completed an M.B.A. at City University Business School in London in 1997 and subsequently served as a tutor in the evening M.B.A. program. In the opinion of the Board, Mr. Finlay’s experience of working with large financial institutions in the middle market combined with his knowledge of structured finance, risk management and financial control, brings value to the Board. | None |

  9. NOMINEES FOR CLASS I—INDEPENDENT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Earl V. Hedin Age: 69 Director | 2017 – 2025 | Earl V. Hedin has served as a member of the Board since 2017. He is the co-founder and Managing Partner of Hudson Partners Group LLC. The firm provides capital market advisory services and previously assisted investment managers in raising institutional capital for hedge funds, private equity and other alternative investment strategies through its wholly owned subsidiary Hudson Partners Securities LLC. Mr Hedin is also a FINOP professional for Stone Key Securities LLC, since 2010. From 1999 to 2007, Mr. Hedin served as a Senior Managing Director at Bear, Stearns & Co. Inc., where he held various senior roles building and guiding the Bear Stearns Asset Management Group. These roles included Chief Financial Officer, Director of Alternatives and co-head and founder of the firm’s Private Funds Group. He was responsible for the firm’s sponsored venture capital funds and headed the approximately $1 billion private equity fund-of-funds program. During his tenure, he created numerous alternative asset products and helped raise over $3 billion for these funds. Mr. Hedin also created the first hedge fund-of-funds product at Bear Stearns. From 1995 to 1998, he served as a Managing Director – Principal, and worked on several key international financial structuring projects, including the creation of Bear Stearns Irish Bank in Dublin. Additionally, Mr. Hedin created the Bear Stearns Dublin Development Center to reduce technology related costs. From 1994 to 1995, he served as Vice President at Bankers Trust New York Corporation, where he was responsible for strategic planning and management reporting. Prior to that, from 1989 to 1993, he worked as a Vice President and Controller in the firm’s Domestic Merchant Bank and directed all financial management functions across a variety of business units. During that time, he was also actively involved in the buying and selling of LBO partnership interests. From 1988 to 1989, he served as Vice President – Finance and Chief Financial Officer of American International Group’s credit subsidiary, A.I. Credit Corporation, and managed the firm’s liability portfolio. Previously, Mr. Hedin was an Associate in Morgan Stanley’s venture capital group as well as the Chief Financial Officer of the group’s activities. Prior to that, he served as a Senior Accountant at Price Waterhouse. Mr. Hedin received his M.B.A from Rutgers Graduate School of Management in 1980 and did graduate studies at Carnegie-Mellon University. He received his B.A. from Rutgers College in 1978. Mr. Hedin is a holder of the right to use the Chartered Financial Analyst® designation and is a Certified Public Accountant (retired). Mr. Hedin also holds various FINRA licenses including Series 7, 63, 99, 24 (Securities Principal) and 27 (Financial Principal). In the opinion of the Board, Mr. Hedin’s extensive experience working with large financial institutions combined with his knowledge of various alternative investment strategies and industries, provides experience and insight that is beneficial to the Company. | None |

  10. CLASS II—INDEPENDENT DIRECTORS

    CLASS II—INDEPENDENT DIRECTORS

  11. CLASS II—INDEPENDENT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Robert A. Breakstone Age: 87 Director | 2012 – 2026 | Robert A. Breakstone has served as a member of the Board since 2012. He has been the President and Chief Executive Officer of Landmark International Group, Inc., an independent consulting firm providing business development, financial, information technology, and marketing services to major corporations and start-up entrepreneurial ventures, since 1995. Previously, Mr. Breakstone served as Executive Vice President and Chief Operating Officer at GTECH Corporation, a provider of technology-based gaming systems and services, from 1988 to 1995, where he took the firm private in a leveraged buyout and then public again later in an initial public offering. Prior to GTECH, he was President and Chief Executive Officer at Health-tex, Inc., which we believe was a leading marketer and retailer of children’s apparel, from 1985 to 1988, where he led a management buyout of the firm from Chesebrough Pond’s Inc., where he served as Group Vice President and served on the Executive Committee and Board of Directors from 1974 to 1985. Prior to Chesebrough Pond’s, Mr. Breakstone was a Group Executive with the Chase Manhattan Bank N.A. from 1970 to 1974, where he managed major corporate, domestic and international banking divisions. From 1967 to 1970, he was Vice President and Chief Financial Officer of Systems Audits, Inc., a management consulting firm providing information technology services to the financial industry. Mr. Breakstone also served on the board of directors of By Design International Ltd., a private, for-profit designer and marketer of women’s apparel and on the advisory board of Hoffinger Industries, Inc., a leader in the above-ground pool/filtration industry. In addition to his prior service as a member of the board of Chesebrough Pond’s, Mr. Breakstone also served on the board of directors of OSF, Inc., a Canadian publicly traded company, from 1996 to 1998 where, as a member of an independent special committee, he was responsible for selling the company to a US-based financial entity. Mr. Breakstone served as an Adjunct Professor at the Graduate School of Business at Mercy College from 1999 to 2006. From 1963 to 1967, Mr. Breakstone was an adjunct professor at New York University. In addition, from 1967 to 1969, Mr. Breakstone was an Adjunct Assistant Professor at Pace University. Mr. Breakstone’s degrees include a B.S. in Mathematics and an M.B.A. from the City College of New York. Mr. Breakstone has extensive operating experience in both public and private companies in a variety of industries and has served as a member of various boards. This experience has provided Mr. Breakstone, in the opinion of the Board, with experience and insight that is beneficial to the Company. | None |

  12. CLASS II—INDEPENDENT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Catherine K. Choi Age: 53 Director | 2021 – 2026 | Catherine K. Choi has served as a member of the Board since 2021. Ms. Choi has served as President of BULBRITE Industries, a leading manufacturer and supplier of energy-efficient lighting solutions, since 2009. Founded 50 years ago by her parents, BULBRITE is a family-owned business renowned for its commitment to innovation, education and exceptional service. In her role as President, Ms. Choi oversees all aspects of the company’s operations including sales, marketing, operations, manufacturing and product development. During her tenure as President of BULBRITE, Ms. Choi has expanded sales and services to a broader community and distributor base throughout North America. She has helped expand the breadth of the company’s product line to LED decorative bulbs and patio string lights as well as a line of smart bulbs, Bulbrite Solana®, that has been featured in the Washington Post, Dwell, House Beautiful and Apartment Therapy. Recipient of the 2021 Women in Lighting Leadership Award and Residential Lighting Industry Leadership Award in 2010, Ms. Choi is an active leader in the lighting industry, serving on the Lighting Board of Governors for the Dallas Market Center since 2018, and was a former Chair of the American Lighting Association Education Foundation Board from 2013 to 2015. She is an ALA Certified Lighting Specialist. Ms. Choi was recognized as a Woman of Influence in 2013 by the NJ Commerce and Industry Association. She is also an elected member of the President’s Council for Cornell Women since 2017, and has served as a director for the Ridgewood Public Library Foundation since 2017 and for a privately held company in NJ since 2015. Ms. Choi earned her MBA from New York University in 1996 and her BA from Cornell University in 1993. She is the Co-Chair of the NYU Stern Women in Business Alumnae Group, and Advisory Council Member for the Seton Hall Business School Leadership Program. In the opinion of the Board, Ms. Choi’s extensive entrepreneurial experience as the principal executive of a privately owned, family business, brings value to the Board. | None |

  13. CLASS II—INDEPENDENT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Aron I. Schwartz Age: 54 Director | 2012 – 2026 | Aron I. Schwartz has served as a member of the Board since 2012. He was a Managing Director at ACON Investments from 2014 to 2024. Mr. Schwartz is the founder of Constructivist Capital, LLC, a firm that works with family offices and alternative asset management firms to pursue attractive investment opportunities. He was previously a consultant to and a Managing Director at Avenue Capital from 2012 to 2014 and held various positions culminating in Managing Director of Fenway Partners, a middle market private equity firm based in New York, from 1999 to 2011. From 1997 to 1999, Mr. Schwartz was an associate in the Financial Entrepreneurs Group of Salomon Smith Barney, where he worked on a variety of financings and advisory assignments. He also serves or has served on the board of directors of a number of other public and private companies, including Invacare Corporation, True Value Company, LLC, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc. (Ancora Education), Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings, ATU Auto Technick-Unger PSSI, Rapid Deploy, Inc., Prima-Wawona, AFH, Melinta Therapeutics LLC, Tempel Steel, Mark Andy Inc., FEV Acquisition LLC, Injured Workers Pharmacy, LLC, Aventine, Inc. and VillageMD. In addition, Mr. Schwartz previously served on the board of directors of the Open Road Foundation and US-ASEAN Business Council. Mr. Schwartz, a Certified Management Accountant, received his J.D. and M.B.A with honors from U.C.L.A. and his B.A. and B.S.E. cum laude from the Wharton School at the University of Pennsylvania. Mr. Schwartz has extensive experience in the finance and private equity industries and has served as a member of the board of directors of various public and private companies in a variety of industries. This experience, along with the fact that he is a Certified Management Accountant, has provided Mr. Schwartz, in the opinion of the Board, with experience and insight that is beneficial to the Company. | None |

  14. CLASS III—INTERESTED DIRECTORS(3)

    CLASS III—INTERESTED DIRECTORS(3)

  15. CLASS III—INTERESTED DIRECTORS(3)

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Mark Gatto Age: 52 Co-Chairman and Co-Chief Executive Officer of the Company | 2011 – 2027 | Mark Gatto serves as Co-Chairman of the Board and Co-Chief Executive Officer of the Company (since 2011) and CIG. Mr. Gatto serves on the investment committee of CIM. In addition, Mr. Gatto is a Trustee, Co-President and Co-Chief Executive Officer and serves on the investment allocation committee of CION Ares Diversified Credit Fund, a diversified, closed-end management investment company, and is a Trustee, Co-President and Co-Chief Executive Officer of CION Grosvenor Infrastructure Fund, also a diversified, closed-end management investment company. He joined CION Investments in 1999. Mr. Gatto was formerly Executive Vice President and Chief Acquisitions Officer from May 2007 through January 2008. He served as Executive Vice President of Business Development from May 2006 through May 2007 and Vice President of Marketing from August 2005 through February 2006. Mr. Gatto was also Associate General Counsel for CIG from November 1999 until October 2000. Previously, Mr. Gatto was an executive for a leading international product development and marketing company from 2000 through 2003 and later co-founded a specialty business-consulting firm in New York City where he served as its managing partner before re-joining CION Investments in 2005. Mr. Gatto was also an attorney in private practice from 1996 through 1999. Mr. Gatto received an M.B.A from the W. Paul Stillman School of Business at Seton Hall University, a J.D. from Seton Hall University School of Law, and a B.S. from Montclair State University. Through his broad experiences in business and corporate development, Mr. Gatto brings to the Company a unique business expertise as well as extensive financial and risk assessment abilities. Mr. Gatto’s service with CION Investments provides him with a specific understanding of the Company, its operations, and the business and regulatory issues similar to those issues facing business development companies. Mr. Gatto’s positions as Co-Chairman and Co-Chief Executive Officer of the Company provide the Board with a direct line of communication to, and direct knowledge of the operations of, the Company. | CION Ares Diversified Credit Fund CION Grosvenor Infrastructure Fund |

  16. CLASS III—INTERESTED DIRECTORS(3)

    | Name, Address(1), Age and Position(s) with Company | Term of Office(2) and Length of Time Served | Principal Occupation(s) | Other Public Directorships Held by Director During the Past 5 Years | | Michael A. Reisner Age: 54 Co-Chairman and Co-Chief Executive Officer of the Company | 2011 – 2027 | Michael A. Reisner serves as Co-Chairman of the Board and Co-Chief Executive Officer of the Company (since 2011) and CIG. Mr. Reisner serves on the investment committee of CIM. In addition, Mr. Reisner is a Trustee, Co-President and Co-Chief Executive Officer and serves on the investment allocation committee of CION Ares Diversified Credit Fund, a diversified, closed-end management investment company, and is a Co-President and Co-Chief Executive Officer of CION Grosvenor Infrastructure Fund, also a diversified, closed-end management investment company. He joined CION Investments in 2001. Mr. Reisner was formerly Chief Financial Officer from January 2007 through April 2008. Mr. Reisner was also formerly Executive Vice President — Originations from February 2006 through January 2007. Mr. Reisner was Senior Vice President and General Counsel from January 2004 through January 2006. Mr. Reisner was Vice President and Associate General Counsel from March 2001 until December 2003. Previously, from 1996 to 2001, Mr. Reisner was an attorney in private practice in New York. Mr. Reisner received a J.D., cum laude, from New York Law School and a B.A. from the University of Vermont. Through his extensive experiences as a senior executive, including his time as chief financial officer of CION Investments, Mr. Reisner brings business expertise, finance and risk assessment skills to the Company. Mr. Reisner’s prior position as a corporate attorney allows him to bring to the Board and the Company the benefit of his experience negotiating and structuring various investment transactions as well as an understanding of the legal, business, compliance and regulatory issues similar to those issues facing business development companies. Mr. Reisner’s positions as Co-Chairman and Co-Chief Executive Officer of the Company provide the Board with a direct line of communication to, and direct knowledge of the operations of, the Company. | CION Ares Diversified Credit Fund CION Grosvenor Infrastructure Fund |

  17. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

  18. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Public Directorships Held by Officer During the Past 5 Years | | Keith S. Franz Age: 56 Managing Director, Chief Financial Officer and Treasurer | Since 2011 | Keith S. Franz has served as the Company’s Chief Financial Officer and Treasurer since 2011. Mr. Franz is principally responsible for the Company’s financial and day-to-day operating activities. Mr. Franz is also the Chief Financial Officer of CIM, the Company’s registered investment advisor. Mr. Franz joined CION Investments in March 2009 and was formerly the Vice President of Finance and Accounting and then a Senior Vice President and Principal Financial Officer through 2011. Prior to joining CION Investments, Mr. Franz was a senior executive for a business advisory and consulting firm from 2008 to 2009, the Vice President of Corporate Finance for a large publicly traded company from 2004 through 2008 and a Senior Audit Manager with E&Y, LLP in their assurance and business advisory group from 1991 through 2004. Mr. Franz received a B.S. from Binghamton University and is a certified public accountant and a Series 27 Financial and Operations principal. | None |

  19. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Public Directorships Held by Officer During the Past 5 Years | | Gregg A. Bresner Age: 58 President and Chief Investment Officer | Since 2016 | Gregg A. Bresner joined the Company in 2016. Mr. Bresner has over 25 years of corporate finance, investment and portfolio management experience with a focus in the leveraged finance sector. Prior to joining the Company and CIM, Mr. Bresner worked at investment management and banking firms including Wasserstein Perella & Co., Bankers Trust Company, BT Alex. Brown, Deutsche Bank, Briscoe Capital Management and Plainfield Asset Management. Previously, Mr. Bresner served as the operating Chief Financial Officer of JDS Therapeutics from 2012 to 2016. At JDS, Mr. Bresner led the company’s financial, accounting, capital raising, corporate development and human resource functions and completed multiple capital raises, licensing transactions and acquisitions. In 2010, Mr. Bresner co-founded Tyto Capital, an investment firm specializing in private debt and equity investments in U.S. based middle-market companies. Tyto originated and acquired multiple private investments from 2010 to 2012, including an equity investment in JDS Therapeutics. In 2003, Mr. Bresner co-founded Briscoe Capital Management, a registered investment manager and the portfolio manager of the Fairfield Briscoe Senior Capital Fund, a debt fund focused on non-investment grade senior secured debt assets. Mr. Bresner actively managed a diversified loan portfolio of approximately 100 issuers. While at Briscoe, Mr. Bresner successfully raised and utilized approximately $700 million of committed debt facilities with Citigroup and CIBC. In mid-2006, the Briscoe Capital team merged into Plainfield Asset Management, a multi-billion-dollar special situations hedge fund platform. From 2006 to 2010, Mr. Bresner served as a Managing Director of Plainfield, where he sourced and executed direct U.S. debt and equity investments for various Plainfield investment funds. Mr. Bresner began his investment banking career in the Mergers & Acquisitions group of Wasserstein Perella, where he advised middle-market companies and private equity sponsors on mergers and acquisitions, leveraged recapitalization and restructuring transactions. While at Bankers Trust Company and Deutsche Bank, Mr. Bresner was a senior investment banker in the Financial Sponsors Group where he focused on sourcing, structuring and executing leveraged senior debt, high yield debt and mezzanine financings for private equity sponsors. Mr. Bresner graduated magna cum laude with a B.S. from Rensselaer Polytechnic Institute and received his M.B.A. from the Columbia University Graduate School of Business, where he was a Beta Gamma Sigma scholar. Mr. Bresner is a holder of the right to use the Chartered Financial Analyst® designation. | None |

  20. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Public Directorships Held by Officer During the Past 5 Years | | Stephen Roman Age: 44 Chief Compliance Officer and Secretary | Since 2016 | Stephen Roman has served as the Company’s Chief Compliance Officer and Secretary since February 2016 and is also the Chief Compliance Officer of CION Grosvenor Infrastructure Fund since 2024. He advises on regulatory, compliance, fund governance, and operational matters for alternative investment funds and their advisers. Prior to joining CIG in 2013, Mr. Roman practiced law in New York, and earlier in his career, he was an analyst at Forex Capital Markets. Mr. Roman holds a B.S. from New York University and a J.D. from Northwestern University School of Law. He is a CFA® Charterholder. | None | | Eric A. Pinero Age: 49 Chief Legal Officer | Since 2021 | Eric A. Pinero has served as the Company’s Chief Legal Officer since November 2021 and as Senior Director and Counsel of CIG and its affiliated entities since July 2013. At CIG, Mr. Pinero advises on all legal, compliance and regulatory matters, including, among others, matters related to corporate and securities law compliance for CIG as well as CIG’s sponsored alternative investment products, including the Company. Prior to joining CIG in 2013, Mr. Pinero was an attorney with several highly regarded regional law firms representing both issuers and underwriters concentrating on securities law compliance, public and private debt and equity securities offerings, mergers and acquisitions, and a diverse range of corporate and commercial transactions. Mr. Pinero received a B.S. in Political Science and History from Roger Williams University and a J.D. from Brooklyn Law School. | None |

  21. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name, Address(1), Age and Position(s) with Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Public Directorships Held by Officer During the Past 5 Years | | Charlie Arestia Age: 39 Managing Director and Head of Investor Relations | Since 2024 | Charlie Arestia has served as the Company’s Managing Director and Head of Investor Relations since March 2024. Prior to joining the Company, Mr. Arestia was a Vice President at Focus Financial Partners from July 2021 to February 2024, with roles in both investor relations as well as mergers and acquisitions. While at Focus Financial Partners, his investor relations efforts included leading peer analysis and shareholder targeting efforts, as well as managing relationships with equity analysts and the investor community. Also, while at Focus Financial Partners, Mr. Arestia was responsible for sourcing and structuring mergers and acquisitions transactions in the wealth management space and working closely with partner firms on strategic initiatives to drive organic growth. From 2017 to 2021, he was an equity analyst at JP Morgan with coverage in the specialty finance sector including credit cards, auto and student lenders, BDCs, and mortgage finance. From 2014 to 2017, Mr. Arestia served in the US Army with assignments at Fort Benning, GA and Fort Bragg, NC. In 2010, Mr. Arestia began his career as an analyst at GS Gamma Advisors, a MBS-focused hedge fund at Guggenheim Partners. Mr. Arestia received a B.A from Johns Hopkins University. | None |

  22. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | (1) The address for each director and executive officer is c/o CĪON Investment Corporation, 100 Park Avenue, 25th Floor, New York, NY 10017. |

  23. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | (2) The Company’s directors are divided into three classes, each holding office for a three-year term. At each annual meeting of shareholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and serve until his or her successor is duly elected and qualified. |

  24. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | (3) “Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Messrs. Gatto and Reisner are each an “interested person” because of their affiliation with CIM. |

  25. Compensation of Directors

    Compensation of Directors Directors who are not Interested Directors are entitled to receive annual cash retainer fees, fees for attending Board and committee meetings and annual fees for serving as a committee chairperson. These directors are Robert A. Breakstone, Peter I. Finlay, Aron I. Schwartz, Earl V. Hedin, Catherine K. Choi and Edward J. Estrada. These directors are paid (i) annual cash retainer fees of $100,000; (ii) fees for attending Board and committee meetings (in-person or telephonically) of $1,000 per meeting; and (iii) annual fees of $25,000 for serving as a committee chairperson (per committee). Amounts payable under this arrangement are determined and paid quarterly in arrears. The Company also reimburses each of the above directors for all reasonable and authorized business expenses in accordance with the Company’s policies as in effect from time to time. The Company did not pay compensation to its directors who also serve in an executive officer capacity for the Company or CIM for the year ended December 31, 2024. No director or executive officer receives pension or retirement benefits from the Company. The below table shows information regarding the compensation earned by the directors of the Company for the fiscal year ended December 31, 2024. No information has been provided with respect to executive officers of the Company who are not directors since the Company’s executive officers do not receive any direct compensation from the Company.

  26. Compensation of Directors

    | Name | Aggregate Compensation From the Company(1) | | Independent Directors | | | Robert A. Breakstone(2) | $131,165 | | Catherine K. Choi | $105,000 | | Edward J. Estrada | $106,656 | | Peter I. Finlay | $107,827 | | Earl V. Hedin | $106,625 | | Aron I. Schwartz(3) | $134,638 | | Interested Directors(4) | | | Mark Gatto | None | | Michael A. Reisner | None |

  27. Compensation of Directors

    | (1) Figure includes amount of reasonable out-of-pocket expenses reimbursed to the director during the period. The Company did not award any portion of the fees earned by the directors in stock or options during the year ended December 31, 2024. The Company does not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from the Company. |

  28. Compensation of Directors

    | (2) Includes compensation as chairman of the nominating and corporate governance committee. |

  29. Compensation of Directors

    | (3) Includes compensation as chairman of the audit committee. |

  30. Compensation of Directors

    | (4) Messrs. Gatto and Reisner are each an Interested Director and, as such, receive no compensation from the Company for their service as directors. |

  31. Co-Investment Opportunities

    Co-Investment Opportunities As a BDC, the Company is subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which the Company may be prohibited from doing so under the 1940 Act, such as CIM and its affiliates, unless the Company obtains an exemptive order from the SEC, such as the Order, which was issued by the SEC on August 30, 2022. Pursuant to such Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s investment objective and strategies, (3) the investment by the Company’s affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing, and (4) the proposed investment by the Company would not benefit CIM or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits the Company to co-invest in its existing portfolio companies with certain affiliates that are private funds, even if such private funds did not have an investment in such existing portfolio company. Even though the Company was granted the Order by the SEC, CIM’s investment committee may determine that the Company should not participate in a co-investment transaction.