Keith Franz
About Keith Franz
Keith S. Franz is Managing Director, Chief Financial Officer (CFO) and Treasurer of CĪON Investment Corporation; age 56 as of the 2025 proxy. He has served as CFO and Treasurer since 2011; he joined CION Investments in March 2009 and is also CFO of CION Investment Management (CIM). He holds a B.S. from Binghamton University, is a certified public accountant, and a Series 27 Financial and Operations principal . Recent operating performance highlights under his finance leadership include Q3 2025 net investment income of $38.6 million vs. $16.9 million in Q2, total investment income of $78.7 million vs. $52.2 million in Q2, NAV per share increasing to $14.86 from $14.50, and a base distribution of $0.36 per share with monthly timing set to begin January 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP (assurance & business advisory) | Senior Audit Manager | 1991–2004 | Audit leadership and advisory experience foundational to CFO role . |
| Large publicly traded company | Vice President, Corporate Finance | 2004–2008 | Corporate finance leadership for a public issuer . |
| Business advisory & consulting firm | Senior executive | 2008–2009 | Advisory leadership immediately preceding CION tenure . |
| CION Investments | VP Finance & Accounting; then SVP & Principal Financial Officer | 2009–2011 | Progression to principal financial officer prior to becoming CION CFO . |
| CĪON Investment Corporation | Managing Director, CFO & Treasurer | 2011–present | Principally responsible for financial and day‑to‑day operating activities of the Company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CION Investment Management (CIM) | Chief Financial Officer | 2011–present | CFO of the Company’s registered investment adviser; leads advisory finance supporting CION . |
| Other public directorships (past 5 years) | None | N/A | No outside public boards disclosed . |
Fixed Compensation
The Company discloses that executive officers, including the CFO, do not receive any direct compensation from CĪON Investment Corporation; services are provided by CIM and reimbursed under the administration agreement .
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary (CION) | None disclosed; executives not paid directly by Company | None disclosed; executives not paid directly by Company | Compensation is at CIM; CĪON does not have employees . |
| Target bonus % (CION) | Not applicable | Not applicable | No Company‑level executive bonus program disclosed. |
| Actual bonus paid (CION) | Not applicable | Not applicable | — |
| Perquisites/pension/retirement (CION) | No director or executive officer receives pension/retirement benefits from the Company | No director or executive officer receives pension/retirement benefits from the Company | — |
Performance Compensation
CĪON does not disclose Company‑level equity awards (RSUs/PSUs/options) or performance metrics for executive pay, as executives are compensated by CIM rather than CĪON .
| Incentive Type | Grant Dates | Amounts | Performance Metrics | Vesting |
|---|---|---|---|---|
| RSUs/PSUs (CION) | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Options (CION) | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Advisory fee alignment (CIM) | Annual renewals; base mgmt fee + incentive fee to CIM | $27m base fee and ~$20m incentive fee earned by CIM in 2024 | Linked to investment income and portfolio results (advisory contract economics) | Ongoing per advisory agreement |
Equity Ownership & Alignment
| Metric | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Beneficial ownership – total shares | 77,788.72 | 87,787.54 | “Less than 1%” of class in both years as disclosed . |
| % of shares outstanding | <1% | <1% | Stars in proxy indicate <1% per company convention. Shares outstanding: 53,565,154 (2024) ; 52,591,682 (2025) . |
| Record (direct) holdings | 74,437.47 (incl. 5,722.47 DRIP) | 83,947.79 (incl. 15,232.79 DRIP) | DRIP participation increases alignment via reinvested distributions. |
| IRA holdings | 3,351.25 (incl. 851.25 DRIP) | 3,839.75 (incl. 1,339.75 DRIP) | Sole voting/investment power disclosed. |
| Hedging/monetization policy | Prohibited without prior CCO approval | Prohibited without prior CCO approval | Reduces misalignment risk via derivatives or monetization. |
| Pledging disclosure | Not disclosed/none found [Search: no pledging results] | Not disclosed/none found [Search: no pledging results] | No pledging language identified in proxy. |
Insider transactions (Section 16):
- 11/24/2021: Purchase of 10,000 CION shares (Form 4) .
- 08/30/2022: Purchase of 8,000 CION shares (Form 4) .
- 2023-06-01 period; Form 4 filed 2023-06-05 for Keith S. Franz (CFO) .
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Employment relationship | CĪON has no employees; executives are officers of CIM per investment advisory and administration agreements . | Services provided by CIM; Company reimburses CIM for allocable administrative expenses . |
| Severance & change-of-control (Company execs) | Not disclosed at Company level . | Executive compensation/terms governed by CIM; no Company-level severance/CoC terms provided. |
| Indemnification (adviser & affiliates) | CIM and its affiliates entitled to indemnification when acting for Company, subject to good-faith and non-misconduct conditions . | Applies to CIM officers acting as Company agents; recoverable from Company’s net assets . |
| Clawback policy | Not specifically disclosed for compensation; insider trading & hedging policies detailed . | No compensation clawback language identified. |
| Non-compete / non-solicit | Not disclosed . | — |
| Section 16 reporting | Company is not aware of any late/missing filings by directors/officers . | Supports governance compliance. |
Performance Compensation
While Company-level executive incentives are not disclosed, operational performance under CFO leadership is transparent.
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Net Investment Income ($mm; $/share) | $16.9; $0.32 | $38.6; $0.74 |
| Total Investment Income ($mm) | $52.2 | $78.7 |
| Total Operating Expenses ($mm) | $35.3 | $40.1 |
| Total Assets ($bn) | — | ~$1.9 |
| Total Equity ($mm) | — | $773 |
| Total Debt ($bn) | — | ~$1.1 |
| Shares Outstanding (mm) | — | ~52 |
| Portfolio at FV ($bn) | — | $1.7 |
| Yield on debt/income investments (amortized cost) | — | 10.9% |
| NAV per share | $14.50 (end of June) | $14.86 (Sept 30) |
| Base distribution per share | $0.36 (Q2) | $0.36 (Q3; Q4 declared) |
Compensation Committee Analysis
| Item | 2024 | 2025 |
|---|---|---|
| Committee members | Breakstone, Finlay, Schwartz, Hedin, Choi, Estrada | Breakstone, Finlay, Schwartz, Hedin, Choi, Estrada |
| Chair | None (no chair) | None (no chair) |
| Meetings held | Did not hold any formal meetings | Did not hold any formal meetings |
| Scope | Responsible for compensation of executive officers (if any); directors excluded | Same; executives receive no direct compensation from Company |
Investment Implications
- Alignment: Franz’s meaningful beneficial ownership, including DRIP participation and IRA holdings, and historical insider purchases suggest positive alignment and low near-term selling pressure; hedging/monetization requires prior CCO approval, and no pledging is disclosed .
- Pay-for-performance visibility: Because CĪON executive compensation is paid at CIM and not disclosed at Company level, traditional pay-for-performance analysis (base, bonus targets, equity award vesting) is unavailable; governance relies on advisory agreement economics and board oversight rather than Company-level exec pay metrics .
- Execution track record: CFO certifications (SOX 302/906) and detailed quarter disclosures indicate robust controls and transparent financial stewardship; recent quarter shows strong NII, higher total investment income driven by restructurings and fees, and NAV accretion, with distributions sustained and moving to monthly cadence in 2026—supportive of investor confidence and income profile .
- Retention risk: Long tenure since 2011 and dual role at CIM reduce immediate turnover risk; however, employment terms (severance/CoC) are not disclosed at Company level, limiting visibility into retention economics .
- Trading signals: Absence of recent insider selling combined with share accumulation via DRIP and prior open-market purchases (2021, 2022) are neutral-to-positive signals; watch for future Form 4s around distribution changes and buyback execution .
Note: CĪON executive compensation terms and performance metrics tied to individual payouts are set and paid by CIM and are not disclosed in CĪON’s proxy; therefore, Company-level compensation levers (bonuses, vesting, severance, CoC) are unavailable for analysis .