Aron Schwartz
About Aron I. Schwartz
Aron I. Schwartz, age 54, has served as an Independent Director of CĪON Investment Corporation since 2012. He is a Certified Management Accountant with deep private equity and credit investing experience; he holds a J.D. and M.B.A. with honors from UCLA and dual B.A./B.S.E. degrees cum laude from the Wharton School (University of Pennsylvania) . He is currently the Audit Committee Chair and the Board-designated “audit committee financial expert,” with independence affirmed under the 1940 Act and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACON Investments | Managing Director | 2014 – 2024 | Led and executed private equity investments; board service at multiple portfolio companies |
| Avenue Capital | Consultant; Managing Director | 2012 – 2014 | Credit/distressed investing assignments |
| Fenway Partners | Various roles culminating in Managing Director | 1999 – 2011 | Middle-market private equity; portfolio governance via board seats |
| Salomon Smith Barney (Financial Entrepreneurs Group) | Associate | 1997 – 1999 | Financings and advisory assignments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Constructivist Capital, LLC | Founder | Not disclosed (current) | Works with family offices/alternatives managers on opportunities |
| Boards (public and private; past and/or present as disclosed) | Director | Not disclosed | 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.; VillageMD; Open Road Foundation; US-ASEAN Business Council |
Board Governance
- Independence: The Board determined Mr. Schwartz is independent under the 1940 Act and NYSE rules .
- Committee assignments: Audit (Chair; designated “audit committee financial expert”), Nominating & Corporate Governance (member), Compensation (member) .
- Attendance: Each director attended more than 95% of Board meetings in FY2024; Board met 5 times (plus 8 unanimous written consents), Audit met 4, Nominating & Governance met 4, Compensation held no formal meetings .
- Board leadership and executive sessions: No Lead Independent Director; independent directors hold executive sessions with chairs (including Mr. Schwartz as Audit Chair) presiding on a rotational basis .
- Co-investment oversight: As an independent director, participates in “required majority” approvals under the SEC co‑investment order to ensure fair terms and no overreaching in affiliate co‑investments .
Fixed Compensation
| Component | Amount/Terms | 2024 Amount (Schwartz) |
|---|---|---|
| Annual cash retainer | $100,000 per independent director | Included in aggregate below |
| Meeting fees | $1,000 per Board/committee meeting (in-person or telephonic) | Included in aggregate below |
| Committee chair fee | $25,000 per committee chaired | Included in aggregate below (Audit Chair) |
| Aggregate director compensation (cash + reimbursed expenses) | As paid by Company | $134,638 (FY2024) |
| Pension/retirement benefits | None | None |
| Equity paid as fees | None in 2024 | None |
Notes:
- Compensation Committee determines executive officer pay if any, but Company executives are paid by the adviser (CIM); the Compensation Committee held no formal meetings in 2024 .
Performance Compensation
| Element | Plan/Metric | 2024 Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not applicable to directors | Company did not award any portion of director fees in stock or options in 2024 |
| Option awards | Not applicable to directors | None in 2024 |
| Performance metrics (revenue, EBITDA, TSR, ESG, etc.) | Not applicable to directors | None disclosed/applicable |
| Clawback provisions | Company-level code and policies; no director equity to claw back | Code of business conduct and insider trading policy apply |
Other Directorships & Interlocks
| Company | Type | Status as disclosed |
|---|---|---|
| Invacare Corporation | Public | Served or has served (timing not specified) |
| APR Energy, PLC | Public (UK) | Served or has served (timing not specified) |
| Multiple additional entities (see External Roles) | Public/private | Served or has served (timing not specified) |
No specific interlocks with CĪON competitors/suppliers/customers are disclosed in the proxy. Related-party/conflict disclosures primarily involve the adviser (CIM) and its principals; independent directors oversee conflicts through committee structures and policies .
Expertise & Qualifications
- Audit Committee Financial Expert under SEC rules (Item 407 of Reg S-K) .
- Certified Management Accountant; J.D./M.B.A. with honors (UCLA); B.A. and B.S.E. cum laude (Wharton) .
- Decades of private equity/credit investing and board service across a broad set of industries .
Equity Ownership
| Metric | Detail |
|---|---|
| Shares beneficially owned | 2,000 shares (held via IRA; sole voting/investment power) |
| Ownership as % of outstanding | ~0.0038% = 2,000 / 52,591,682 shares (outstanding as of 05/30/2025) |
| Dollar range (SEC categories) | $10,001 – $50,000 (based on $9.67 closing price on 05/30/2025) |
| Vested vs. unvested | Not applicable (no director equity awards) |
| Options (exercisable/unexercisable) | None disclosed |
| Shares pledged as collateral | Not disclosed |
| Hedging/monetization policy | Directors/officers prohibited from hedging/monetization transactions without prior CCO approval |
| Ownership guidelines | Not disclosed |
Governance Assessment
Strengths
- Independent director with deep investing background; designated Audit Committee Financial Expert and Audit Chair; high attendance (>95%) supports engagement .
- Robust committee footprint (Audit Chair; Nominating & Governance; Compensation) and involvement in “required majority” approvals for co‑investments enhance conflict oversight in an externally managed BDC structure .
- No director equity fee payments in 2024 reduces potential pay-driven dilution or complexity; cash retainer/fees are transparent .
Potential Concerns / Watch Items
- Low direct share ownership (2,000 shares; ~$10k–$50k range) may signal limited “skin in the game” relative to long tenure, given no director equity grants in 2024 .
- Board has no designated Lead Independent Director; independent directors rotate presiding over executive sessions (Mr. Schwartz as Audit Chair among them). Some investors prefer a fixed LID structure for clear accountability .
- Compensation Committee held no formal meetings in 2024, reflecting that executives are compensated by the adviser (CIM). While typical for externally managed BDCs, investors sometimes view this as limiting direct board influence on incentive alignment at the adviser level .
- Structural conflicts inherent to external management (fees to CIM, allocation of opportunities) require continued rigorous independent oversight; policies/procedures and SEC co‑investment order mitigate but do not eliminate conflicts .
RED FLAGS
- None disclosed specific to Mr. Schwartz (no related‑party transactions, no pledging disclosed, high attendance). Company-level hedging restrictions require prior approval, reducing misalignment risk .