Earl Hedin
About Earl V. Hedin
Earl V. Hedin, age 69, is an independent director of CĪON Investment Corporation and has served on the Board since 2017. He is co-founder and Managing Partner of Hudson Partners Group LLC and a FINOP professional at Stone Key Securities LLC; earlier, he held senior roles at Bear Stearns (including Chief Financial Officer of Bear Stearns Asset Management and co-head/founder of the Private Funds Group) and prior finance roles at Bankers Trust, Morgan Stanley, and AIG. Hedin holds an MBA from Rutgers, a BA from Rutgers, is a Chartered Financial Analyst, a retired CPA, and maintains FINRA Series 7, 63, 99, 24, and 27 licenses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson Partners Group LLC | Co-founder, Managing Partner | Not disclosed (active) | Capital markets advisory; previously raised institutional capital via Hudson Partners Securities LLC |
| Stone Key Securities LLC | FINOP professional | Since 2010 | Financial & operations principal oversight |
| Bear, Stearns & Co. Inc. | Senior Managing Director; CFO of Asset Management; Director of Alternatives; Co-head & founder of Private Funds Group | 1999–2007 | Created alternative asset products; raised >$3B; led ~$1B PE fund-of-funds; created first hedge fund-of-funds; built Bear Stearns Irish Bank and Dublin Development Center |
| Bankers Trust New York Corp. | Vice President (Strategic Planning/Management Reporting); VP & Controller, Domestic Merchant Bank | 1989–1995 | Directed financial management functions; involved in buying/selling LBO partnership interests |
| Morgan Stanley (Venture Capital Group) | Associate; CFO of group activities | Not disclosed | Venture capital investing and finance leadership |
| A.I. Credit Corporation (AIG subsidiary) | VP – Finance and CFO | 1988–1989 | Managed liability portfolio |
| Price Waterhouse | Senior Accountant | Not disclosed | Audit/accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hudson Partners Group LLC | Managing Partner | Active | Capital markets advisory; previously institutional capital raising through subsidiary |
| Stone Key Securities LLC | FINOP | Since 2010 | FINRA-licensed financial/operations principal |
| Public company boards (last 5 years) | — | — | None |
Board Governance
- Independence: The Board affirmed Hedin’s status as an Independent Director under the Investment Company Act of 1940 and NYSE standards .
- Committee memberships: Audit, Nominating & Corporate Governance, and Compensation (all independent committees). Audit chaired by Aron I. Schwartz; Nominating chaired by Robert A. Breakstone; Compensation currently has no chair .
- Attendance: Each director attended more than 95% of all Board meetings in FY2024; the Board met 5 times and acted by unanimous written consent 8 times .
- Committee activity (FY2024): Audit met 4 times; Nominating & Corporate Governance met 4 times; Compensation held no formal meetings (executives not paid directly by the Company) .
- Lead independent director: None designated; executive sessions are presided by Schwartz (Audit chair) and Breakstone (Nominating chair) on a rotational basis .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid to independent directors |
| Meeting fees | $1,000 per meeting | Board and committee meetings (in-person or telephonic) |
| Committee chair fee | $25,000 per committee | Not applicable to Hedin (not a chair) |
| Aggregate 2024 director compensation (Hedin) | $106,625 | Includes reimbursed expenses; no stock or option awards in 2024 |
| Equity grants | None | No director equity or option awards in 2024 |
Performance Compensation
| Performance-linked component | Status | Metrics/Terms |
|---|---|---|
| RSUs/PSUs | None | No performance-based equity awarded to directors in 2024 |
| Options | None | No option grants to directors in 2024 |
| Cash bonus / performance pay | None | Directors compensated via retainer/meeting fees only |
| Clawbacks / malus | Not disclosed | No director-specific clawback terms disclosed; Company-wide codes of conduct apply |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (last 5 years) |
| Private/non-profit roles | See Past Roles/External Roles above |
| Interlocks with competitors/suppliers/customers | Not disclosed |
| Related party links | No Hedin-specific related party transactions disclosed in proxy |
Expertise & Qualifications
- Education: MBA (Rutgers Graduate School of Management); BA (Rutgers College) .
- Credentials: CFA charterholder; CPA (retired); FINRA Series 7, 63, 99, 24 (Securities Principal), 27 (Financial Principal) .
- Domain expertise: Alternative investments, fund-of-funds creation, private equity and hedge strategies, bank structuring (incl. Irish bank setup), valuation/finance leadership .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned | 6,819.61 | Includes 2,968.74 shares via distribution reinvestment plan |
| Percent of shares outstanding | <1% | Based on 52,591,682 shares outstanding at 5/30/2025 |
| Dollar range of ownership | $50,001 – $100,000 | Based on $9.67 closing price on 5/30/2025 |
| Ownership form | IRA is record holder; indirect beneficial owner with sole voting/investment power | As disclosed in footnote |
| Stock ownership guidelines | Not disclosed | No director-specific ownership guidelines disclosed |
| Hedging/pledging | Hedging/monetization prohibited without prior approval | Applies to directors/officers under policy |
Governance Assessment
- Board effectiveness: Hedin serves on all three independent committees (Audit, Nominating, Compensation), aligning with governance best practice for independent oversight; Audit/Nominating activity was robust in 2024 while Compensation met no times given executives are compensated via the external adviser .
- Independence & engagement: Confirmed independent under 1940 Act/NYSE, with >95% attendance, indicating strong engagement .
- Alignment & incentives: Director pay is cash-based (retainer plus meeting fees), with no equity or options granted in 2024; Hedin’s personal/IRA holdings and DRIP participation provide some ownership alignment, albeit not linked to compensation grants .
- Potential conflicts: No Hedin-specific related party transactions disclosed; broader adviser-related conflicts (CIM fees, co-investment processes) are overseen by independent directors with formal policies and SEC exemptive relief guiding co-investments, reducing overreach risk when properly applied .
- Structural considerations: The absence of a lead independent director is notable; executive sessions are rotated between committee chairs, which the Board views as appropriate currently but remains under review .
RED FLAGS
- No lead independent director (executive sessions chaired on rotation) .
- Compensation committee held no formal meetings in 2024 (context: executives not directly compensated by Company) .
- Directors did not receive equity or option awards in 2024; while standard for BDCs, it limits formal equity-based alignment via compensation .