Michael Reisner

About Michael Reisner

Michael A. Reisner is Co-Chairman of the Board and Co-Chief Executive Officer of CION Investment Corporation (CION) and CION Investment Group, LLC, roles he has held since 2011; he serves on CION Investment Management’s (CIM) investment committee and previously held CFO, EVP–Originations, General Counsel, and Associate General Counsel roles after joining CION Investments in 2001 . He is age 54 and holds a J.D., cum laude, from New York Law School and a B.A. from the University of Vermont; prior to CION he practiced corporate law in New York (1996–2001) . Company-level performance context includes a primarily first-lien loan portfolio (86% of fair value) and a 10.96% gross annual portfolio yield at purchase as of 12/31/2024; base distributions totalled $1.52 per share in 2024 and a $0.36 quarterly base distribution was declared for Q1 2025 . Governance-wise, Reisner is an “interested director” due to his affiliation with CIM and serves as Co-Chairman alongside Co-CEO Mark Gatto; the Board reports >95% meeting attendance in 2024 .

Past Roles

External Roles

Fixed Compensation

CION’s executive officers (including Reisner) receive no direct compensation from CION; compensation is paid to CIM under advisory and administration agreements approved by independent directors and shareholders, and renewed annually since 2023 .

Fees paid by CION in FY 2024:

Conflicts and incentives: CION discloses that base/incentive fees may induce higher leverage or speculative investments, and fees can be computed on accrued/PIK income even if later uncollectible; CIM is not required to reimburse incentive fees on accrued income that becomes uncollectible .

Performance Compensation

CION does not operate executive bonus or equity plans for company executives; performance compensation operates through CIM’s advisory incentive fee framework. Key mechanics and potential payout drivers:

Note: No CION RSUs/PSUs/options for executives; compensation is paid to CIM, not to officers directly .

Equity Ownership & Alignment

Ownership baseline: 52,591,682 shares outstanding on May 30, 2025 . Hedging policy prohibits hedging/monetization transactions without prior approval of the Chief Compliance Officer; insider trading policy applies broadly . No disclosure regarding pledging of CION shares or any outstanding options/RSUs .

Employment Terms

• Employment basis: CION has no employees; services are provided by CIM under the investment advisory and administration agreements .
• Advisory agreement termination: Can be terminated by CION or CIM at any time without penalty on 60 days’ notice (risk factor disclosure) .
• Indemnification: CIM and affiliated persons acting as CION agents are entitled to indemnification/harm-hold for losses if acting in CION’s best interests and not willfully wrongful; recoverable only from CION’s net assets .
• Non-compete, non-solicit, garden leave: Not disclosed in CION’s filings .

Board Governance

• Role: Co-Chairman and Co-CEO; Interested Director under 1940 Act due to CIM affiliation .
• Board leadership and independence: Majority independent; no Lead Independent Director; executive sessions are presided on a rotational basis by Audit Chair (Aron Schwartz) and Nominating Chair (Robert Breakstone) .
• Committees:
  • Audit: Independent members; Schwartz is Chair; committee met 4 times in 2024 .
  • Nominating & Corporate Governance: Independent members; Breakstone is Chair; met 4 times in 2024 .
  • Compensation: Independent members; no chairperson; executives receive no compensation from CION; committee held no formal meetings in 2024 .
• Attendance: Each director attended >95% of Board meetings in 2024; Board met 5 times and took action 8 times by unanimous written consent .

Director Compensation

• Structure: Independent directors receive $100,000 annual cash retainer; $1,000 per meeting; $25,000 per committee chair; paid quarterly in arrears; reasonable expenses reimbursed .
• 2024 actuals: Interested Directors (Reisner, Gatto) received none; select independent director totals ranged $105,000–$134,638 depending on chair roles .

Performance & Track Record Context

Company-level indicators relevant to executive oversight:

• Portfolio composition and yield (12/31/2024): First lien 86.0% of fair value; equity 13.2%; gross annual portfolio yield at purchase 10.96% .

• Asset coverage ratio: 174% (12/31/2024), following shareholder-approved reduction to 150% minimum in 2021; leverage framework allows up to 2:1 debt-to-equity under BDC rules .

• Distributions:

  Metric	FY 2022	FY 2023	FY 2024
  Total Distributions per Share	$1.45	$1.61	$1.52
  Total Amount ($000)	$81,575	$87,867	$81,308
  Q1 2025 Base Distribution (declared 3/10/2025)	$0.36 per share, payable 4/11/2025

• Equity actions: Share repurchase authorization increased to $60 million (since 2022); 10b5-1 plan with Wells Fargo effective Aug 19, 2024, expiring Aug 19, 2025, subject to price/volume/timing restrictions .

• Listings: NYSE listing of common stock in 2021; TASE listing in 2023; 7.50% Notes due 2029 listed on NYSE in Oct 2024 .

Related Party Transactions and Conflicts

• CIM fees and ownership: Messrs. Gatto and Reisner directly and indirectly own approximately 38% of CIG’s ownership of CIM; CION paid CIM ~$27M base fee, ~$20M incentive fee, and ~$5M administrative reimbursement in 2024 .
• Allocation and co-investment: SEC exemptive order (Aug 30, 2022) permits co-investments with affiliates under “required majority” independent director oversight and allocation policies; investment committee may decide not to co-invest .
• Conflict management: Policies detail fair/equitable allocation, rotation across accounts, and independent oversight of valuation and approvals .

Risk Indicators & Red Flags

• Dual role and independence: Combined Co-Chairman and Co-CEO roles without a designated Lead Independent Director may weaken independent board leadership; executive sessions are overseen by independent committee chairs .
• Fee-driven incentives: Base/incentive fee structure could encourage higher leverage and risk-taking; incentive computation can include accrued/PIK income; conflicts highlighted in risk factors .
• Insider trading and hedging: Hedging or monetization requires prior CCO approval; Section 16 reporting compliance noted; no pledging disclosure found .
• Advisory agreement termination risk: Either party can terminate with 60 days’ notice, potentially impacting continuity .

Compensation Committee Analysis

• Composition: All independent; no chairperson; charter available on company website; responsible for executive officer compensation determinations, though executives receive no compensation from CION .
• Consultant usage: Not disclosed .
• 2024 activity: No formal meetings; reflects external management model .

Equity Ownership & Alignment Details

Investment Implications

• Alignment risk: Executives’ economic incentives are tied to CIM’s advisory fee structure, not to CION equity awards; base/incentive fees and leverage can amplify earnings but may create misalignment with long-term NAV preservation if risk rises; this is explicitly disclosed in risk factors .
• Governance check: Combined Chair/CEO roles with no Lead Independent Director elevate governance risk; however, majority independent Board, active committee oversight, and >95% attendance provide mitigants .
• Trading signals: Ongoing distributions and an active 10b5-1 buyback plan to Aug 2025 can support shareholder returns and technicals; monitor leverage (asset coverage 174% at YE 2024) and fee accruals for sustainability .
• Retention/continuity: Advisory agreement’s 60-day termination clause introduces potential leadership continuity risk; consider CIM depth and investment processes as key to execution quality .