Catherine Choi
About Catherine K. Choi
Catherine K. Choi (age 53) is an Independent Director of CĪON Investment Corporation, serving since 2021. She is President of BULBRITE Industries (since 2009), with prior and ongoing leadership in the lighting industry and non-profit boards. She holds an MBA from New York University (1996) and a BA from Cornell University (1993) . The Board has determined she is independent under the Investment Company Act and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BULBRITE Industries | President | 2009–present | Expanded product breadth (LED decorative, patio string lights, smart bulbs Bulbrite Solana®); industry recognition (Women in Lighting Leadership Award 2021; Residential Lighting Industry Leadership Award 2010) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dallas Market Center | Lighting Board of Governors | Since 2018 | Industry governance and market engagement . |
| American Lighting Association Education Foundation | Chair | 2013–2015 | Education leadership; ALA Certified Lighting Specialist . |
| Ridgewood Public Library Foundation | Director | Since 2017 | Non-profit governance . |
| Cornell University | President’s Council for Cornell Women | Since 2017 | Alumni leadership . |
| Private Co. in NJ | Director | Since 2015 | Board service (private company) . |
| NYU Stern Women in Business Alumnae Group | Co-Chair | Not specified | Alumni leadership . |
| Seton Hall Business School | Advisory Council Member (Leadership Program) | Not specified | Advisory role . |
Board Governance
- Independence: Independent Director under 1940 Act and NYSE rules .
- Tenure on Board: Since 2021 .
- Attendance: The Board met 5 times in FY2024; each director attended >95% of Board meetings in FY2024 (and >95% in FY2023) .
- Executive sessions: No designated Lead Independent Director; independent directors Aron I. Schwartz (Audit Chair) and Robert A. Breakstone (Nominating Chair) preside over executive sessions on a rotational basis .
- Committee memberships (current):
- Audit Committee: Member; Chair—Aron I. Schwartz; committee met 4 times in 2024 .
- Nominating & Corporate Governance Committee: Member; Chair—Robert A. Breakstone; committee met 4 times in 2024 .
- Compensation Committee: Member; no designated chair; committee held no formal meetings in 2024 .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Director attendance rate | >95% | >95% |
| Audit Committee meetings | 4 | 4 |
| Nominating Committee meetings | 3 | 4 |
| Compensation Committee meetings | 0 | 0 |
Fixed Compensation
Director compensation is cash-only; independent directors receive:
- Annual retainer: $100,000 .
- Meeting fees: $1,000 per Board/committee meeting attended (in-person or telephonic) .
- Committee chair fees: $25,000 per committee (not applicable to Ms. Choi as she is not a chair) .
| Component | Structure | Source |
|---|---|---|
| Annual retainer (cash) | $100,000 | |
| Meeting fees | $1,000 per meeting | |
| Committee chair fee | $25,000 per committee (chair only) | |
| Pension/retirement | None from the Company |
| Catherine K. Choi – Aggregate Compensation | FY2023 | FY2024 |
|---|---|---|
| Total cash received (incl. reimbursed expenses) | $105,000 | $105,000 |
| Equity/Option awards | None | None |
Performance Compensation
- Equity grants (RSUs/PSUs): None awarded to directors in 2023 or 2024 .
- Options: None .
- Performance metrics tied to director compensation: Not applicable (no at-risk/equity component) .
| Performance-Linked Element | Detail | FY2023 | FY2024 |
|---|---|---|---|
| RSUs/PSUs granted | Not applicable | None | None |
| Options granted | Not applicable | None | None |
| Compensation metrics (TSR, revenue, EBITDA, ESG) | Not applicable | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships (past 5 years) | None |
| Shared directorships with competitors/suppliers/customers | Not disclosed; no public interlocks cited |
Expertise & Qualifications
- Industry leadership: Lighting industry executive; ALA Certified Lighting Specialist .
- Awards: Women in Lighting Leadership Award (2021); Residential Lighting Industry Leadership Award (2010) .
- Education: MBA, NYU (1996); BA, Cornell (1993) .
Equity Ownership
| Ownership Metric | As of FY2023 Record Date | As of FY2024 Record Date |
|---|---|---|
| Shares beneficially owned | 2,000 | 2,000 |
| Ownership % of outstanding | <1% | <1% |
| Dollar range of equity owned | $10,001–$50,000 (at $12.51 close) | $10,001–$50,000 (at $9.67 close) |
| Vested/unvested shares | Not applicable (no awards disclosed) | |
| Hedging policy | Directors/officers prohibited from hedging/monetization without prior approval of Chief Compliance Officer . |
Governance Assessment
- Board effectiveness: Ms. Choi is an engaged independent director (>95% attendance), serving on all three key committees (Audit; Nominating & Corporate Governance; Compensation), supporting valuation oversight, governance principles, and compensation determinations for executives of the adviser framework .
- Independence and conflicts oversight: Independent directors oversee co-investment approvals and related-party reviews; audit committee pre-approves auditor services and reviews independence .
- Compensation/ownership alignment: Cash-only director pay; no equity grants; Ms. Choi’s ownership is modest (2,000 shares; <$50k) and <1% of outstanding shares, which limits direct equity alignment, partially mitigated by company hedging restrictions .
- Structural conflicts (Company context): Co-CEOs are “interested” directors leading the Board; adviser (CIM) received ~$27m base management fee and ~$20m incentive fee in 2024; independent directors (including Ms. Choi) are critical to conflict management through committee oversight and co-investment order compliance .
- RED FLAGS:
- No Lead Independent Director; executive sessions chaired on rotation—potentially weaker independent coordination in certain circumstances .
- Compensation Committee has no designated chair and did not meet formally in 2024, which may signal limited formal engagement on compensation topics given the adviser-pay structure .
- Limited director share ownership and absence of equity-based director compensation reduce “skin-in-the-game” alignment for Ms. Choi .