Mark Gatto
About Mark Gatto
Mark Gatto is Co-Chairman of the Board and Co-Chief Executive Officer of CION Investment Corporation and has served as a director since 2011; he is 52 years old as of the 2025 proxy and holds an MBA from Seton Hall University, a JD from Seton Hall University School of Law, and a BS from Montclair State University . Recent company performance highlights include Q3 2025 net investment income of $0.74 per share, EPS of $0.69, and NAV per share rising to $14.86; net debt-to-equity was 1.28x as of September 30, 2025, and base distributions were maintained at $0.36 for Q4 2025 with plans to move to monthly payments in 2026 . Management commentary noted mid- to high-single-digit underlying LTM adjusted EBITDA growth among portfolio companies and low non-accruals of 1.75% at fair value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CION Investment Corporation / CION Investment Group (CIG) | Co-Chairman of the Board; Co-CEO | 2011–present | Direct line to operations and strategy; investment committee participation at CIM . |
| CION Investments | Executive Vice President & Chief Acquisitions Officer | May 2007–Jan 2008 | Led acquisitions; corporate development . |
| CION Investments | Executive Vice President, Business Development | May 2006–May 2007 | Drove origination and BD initiatives . |
| CION Investments | Vice President, Marketing | Aug 2005–Feb 2006 | Led marketing; growth positioning . |
| CION Investment Group (CIG) | Associate General Counsel | Nov 1999–Oct 2000 | Legal and compliance foundations . |
| Leading international product development & marketing company | Executive | 2000–2003 | Operating leadership in product/marketing . |
| Specialty business-consulting firm (NYC) | Co-founder, Managing Partner | c. 2003–2005 | Built consulting practice; rejoined CION Investments in 2005 . |
| Private law practice | Attorney | 1996–1999 | Legal training and transactional experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CION Ares Diversified Credit Fund | Trustee; Co-President; Co-CEO; Investment Allocation Committee member | Current | Diversified, closed-end management investment company . |
| CION Grosvenor Infrastructure Fund | Trustee; Co-President; Co-CEO | Current | Diversified, closed-end management investment company . |
| CION Investment Management (CIM) | Investment Committee member | Current | Adviser to CION; co-CEO of CIM via CIG . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Aggregate Compensation from CION (as Director) | None | None | Interested directors (Gatto, Reisner) receive no director fees. Independent directors receive cash retainers and meeting/chair fees . |
Equity Ownership & Alignment
| Metric | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Beneficially owned shares (total) | 43,354.38 | 45,424.38 | Includes direct and indirect holdings. |
| Ownership % of shares outstanding | ~0.081% (calc: 43,354.38 / 53,565,154) | ~0.086% (calc: 45,424.38 / 52,591,682) | Calculated using disclosed holdings and shares outstanding. Proxies state “<1%” . |
| Direct record-holder shares | 10,905 | 10,905 | Direct ownership . |
| Indirect via CION Investment Group, LLC (CIG) | 62,598.77 (Gatto/Reisner control; DRIP 5,932.67 included) | 62,598.77 (same) | Gatto disclaims beneficial ownership except to extent of pecuniary interest . |
| Trust/custodial accounts | Gatto Living Trust: 1,000; UTMA: 50 each for A.G., G.G., M.G. | Gatto Living Trust: 3,070; UTMA: 50 each for A.G., G.G., M.G. | As custodian/co-trustee . |
| Dollar range of equity owned (director classification) | $500,001–$1,000,000 | $100,001–$500,000 | Based on closing prices as of record dates . |
| Hedging/pledging policies | Prior approval required for any hedging/monetization by directors/officers | Prior approval required for any hedging/monetization by directors/officers | Company insider trading policy. |
Employment Terms
| Item | Disclosure |
|---|---|
| Executive employment with CION | CION has no employees; executive services provided by CIM. Executive officers (including Co-CEOs) do not receive direct compensation from the Company . |
| Advisory/administration economics | CIM received base management fee ~$26.9m and incentive fee ~$22.3m (2023); ~$27m base and ~$20m incentive (2024); administrative reimbursements ~$4.0m (2023) and ~$5m (2024) . |
| Indemnification | CIM and affiliates entitled to indemnification/held harmless subject to conditions, recoverable only from Company net assets . |
| Change-of-control, severance, clawbacks, stock ownership guidelines | Not disclosed at the executive level for CION; compensation is through CIM; no executive employment agreements with CION . |
Board Governance
- Role and independence: Gatto is an “Interested Director” and serves as Co-Chairman and Co-CEO; board majority is independent per 1940 Act and NYSE rules .
- Committees: Audit, Nominating & Corporate Governance, and Compensation committees are composed entirely of independent directors; Gatto is not a member .
- Board leadership: No designated Lead Independent Director; executive sessions of independent directors are presided over on a rotational basis by Aron I. Schwartz (Audit Chair) and Robert A. Breakstone (Nominating Chair) .
- Attendance: Each director attended more than 95% of Board meetings in FY 2024 and FY 2023 .
- Director compensation schedule (context): Independent directors receive $100,000 annual cash retainer; $1,000 per meeting; $25,000 per committee chair; interested directors (Gatto, Reisner) receive none .
Related Party Transactions and Conflicts
- Adviser affiliation: Gatto and Reisner are Co-CEOs of CIM; each directly and indirectly owns ~38% of CIG’s ownership of CIM .
- Fee structure: Board (including independent directors) approves advisory fees; fee base ties to gross assets, which the Board acknowledged could increase with equity issuance; Board concluded benefits to shareholders from capital outweigh fee increase risk .
- Co-investment relief: SEC exemptive Order (Aug 30, 2022) permits co-investment with certain affiliates subject to independent director “required majority” findings and fairness conditions; allocation policies describe pro rata allocations based on capital available .
- Allocation/conflict management: CIM policies address fair and equitable allocation across clients over time; situations may arise where opportunities cannot be shared due to scale/regulatory constraints .
Performance Snapshot (recent)
| Metric | Q3 2025 |
|---|---|
| Net Investment Income per share | $0.74 |
| EPS | $0.69 |
| NAV per share | $14.86 |
| Net debt-to-equity | 1.28x |
| Portfolio non-accruals (fair value) | 1.75% |
| Base distribution (Q4 2025) | $0.36 per share |
| Distribution cadence change | From quarterly to monthly starting Jan 2026 |
| Portfolio EBITDA trend (LTM) | Mid- to high-single-digit growth (underlying companies) |
Investment Implications
- Pay-for-performance alignment: There is no Company-paid executive compensation disclosed; economics for the Co-CEOs flow through CIM’s advisory and incentive fee structure, which is tied in part to gross assets. This creates a potential misalignment risk around capital raising and asset growth (e.g., below-NAV issuance), although the independent Board explicitly weighed and approved the fee implications, concluding shareholder benefits from capital access outweigh fee increases .
- Ownership and selling pressure: Gatto’s direct and indirect beneficial ownership is small relative to shares outstanding (~0.08%); proxies disclose “less than 1%.” Insider hedging/monetization requires prior approval, reducing near-term hedging-driven pressure; no pledging disclosures were identified in the proxies reviewed .
- Dual-role governance risk: Combining Co-CEO and Co-Chair roles can concentrate influence; mitigants include a majority-independent board, independent-only committees, rotational presiding over executive sessions, and strong attendance. However, the absence of a designated Lead Independent Director may be viewed as a governance gap by some investors .
- Retention risk and contracts: With no CION employment agreement and compensation via CIM, retention is anchored in adviser economics rather than Company plan structures; no severance, change-of-control, clawback or ownership guideline disclosures at the Company level limit visibility into traditional executive retention levers .
- Related-party dynamics: Extensive affiliations between CION, CIM, and other vehicles underscore the importance of allocation and co-investment controls; the SEC Order and CIM policies provide a framework, but residual conflicts cannot be fully eliminated, warranting monitoring of allocation outcomes and independent director oversight .
Notes: Ownership percentages are calculated using disclosed beneficial share counts and shares outstanding at each Record Date.