Peter Finlay
About Peter I. Finlay
Peter I. Finlay, age 63, has served as an independent director of CĪON Investment Corporation since 2016. He is the founder and Managing Principal of Ardentis LLC, with a 30+ year career spanning structured finance, risk management, and corporate finance roles across major financial institutions and industry operators in the U.S. and Europe. He holds an MBA from City University Business School (London, 1997), is an Associate of the Chartered Institute of Bankers (1994), and completed a Diploma in Financial Studies (1997). The Board cites his middle-market finance, structured finance, risk management, and financial control expertise as key qualifications for service on the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICON Capital, LLC | Managing Director; responsible for managing new business origination in Europe and North America | 2008–2013 | Built origination across geographies; senior leadership in asset finance origination |
| Landsbanki Commercial Finance | Director of Equipment Finance; established new industrial finance business | 2006–2008 | Originated middle market secured debt transactions |
| GMAC Commercial Finance | Vice President & Regional Director Europe; started new equipment finance business | 2003–2006 | Launched European equipment finance operations |
| Bell Labs Lucent Technologies | Director, Project Finance Organization | 2000–2003 | Project finance leadership |
| Transamerica Leasing | Marketing Director, Structured Finance; established structured finance for Europe & Middle East | 1997–1999 | Launched regional structured finance operations |
| Barclays | Various positions including para-banking inspection; risk management compliance and underwriting oversight | 1986–1997 | Risk management and underwriting oversight across European equipment finance subsidiaries |
| National Westminster Bank | Various roles | 1979–1986 | Early career in banking |
| EMM Investments LLC | Advisor to the Board (private asset manager) | 2015–2021 | Board advisory capacity |
| Premier Telesolutions Ltd. (UK) | Chairman and Non-Executive Director | 2009–2011 | Board leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ardentis LLC | Founder & Managing Principal | 2014–present | Corporate finance advisory; U.S. and international markets |
| EMM Investments LLC | Advisor to the Board | 2015–2021 | Private asset manager; lending to asset-intensive companies |
| Premier Telesolutions Ltd. (UK) | Chairman & Non-Executive Director | 2009–2011 | Telecommunications services; private company |
| Other public directorships (last 5 years) | — | None | No current or recent public company boards disclosed |
Board Governance
- Independence: The Board determined Mr. Finlay is an Independent Director under the 1940 Act and NYSE rules .
- Committee memberships: Audit; Nominating & Corporate Governance; Compensation (all six independent directors serve on each; Compensation Committee currently has no chair) .
- Committee chairs: Not a chair; Audit Committee chaired by Aron I. Schwartz; Nominating & Corporate Governance chaired by Robert A. Breakstone; Compensation Committee has no chair .
- Attendance: In FY2024, the Board met 5 times (8 actions by unanimous written consent), and each director attended >95% of Board meetings .
- Executive sessions/lead independent structure: No designated Lead Independent Director; executive sessions of independent directors are presided over on a rotational basis by the Audit and Nominating chairs (Schwartz and Breakstone) .
Fixed Compensation
| Component | Amount/Policy | FY2024 Outcome |
|---|---|---|
| Annual cash retainer (independent directors) | $100,000 | Paid in cash; determined and paid quarterly in arrears |
| Meeting fees (Board & committees) | $1,000 per meeting (in-person or telephonic) | Paid in cash |
| Committee chair fee | $25,000 per committee chair annually | Not applicable to Finlay (not a chair) |
| Equity or options | None granted to directors in 2024 | Company did not award stock or options to directors in 2024 |
| Aggregate compensation (Peter I. Finlay, FY2024) | — | $107,827 (includes reimbursed expenses) |
Notes: Audit Committee met 4 times in 2024; Nominating & Corporate Governance met 4 times; Compensation Committee held no formal meetings in 2024 .
Performance Compensation
- The Company did not award stock, options, or performance-linked compensation to directors in FY2024; no director pension or retirement benefits .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in past five years |
| Private/non-profit/academic | Ardentis LLC (Managing Principal); prior: EMM Investments (Advisor to Board), Premier Telesolutions (Chair & NED) |
| Potential interlocks | No public company interlocks disclosed; no disclosed ties to CION portfolio companies |
Expertise & Qualifications
- Structured and project finance; equipment finance; middle-market secured lending; risk management and financial control .
- Education: MBA (City University Business School, London, 1997); Associate of the Chartered Institute of Bankers (1994); Diploma in Financial Studies (1997) .
- Geographic and sector breadth: Built and led financing businesses across Europe and North America in banks and corporates .
- Board’s view: Experience with large financial institutions, structured finance, and risk management brings value to the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 2,750.00 (indirect via self‑employed pension plan; sole voting and investment power) |
| % of shares outstanding | ~0.0052% (2,750 / 52,591,682 shares outstanding as of May 30, 2025; calculation based on disclosed counts) |
| Dollar range of ownership | $10,001–$50,000 (based on $9.67 closing price on May 30, 2025) |
| Vested vs. unvested | Not applicable (no director equity awards disclosed) |
| Pledging/hedging | Company policy prohibits directors and officers from engaging in hedging or monetization transactions or similar arrangements in Company securities without prior approval of the Chief Compliance Officer |
Governance Assessment
Strengths
- Independent long-tenured director (since 2016) with deep structured finance and risk management background; no other public boards, reducing external conflicts risk .
- High engagement: each director attended >95% of Board meetings in 2024; Finlay serves on all three key committees (Audit, Nominating & Governance, Compensation) .
- Robust related-party oversight: independent Audit Committee reviews related-party transactions; co-investment governance under SEC exemptive order requires “required majority” of independents for approvals .
Watch items
- Compensation Committee held no formal meetings in 2024 (context: externally managed BDC; executives receive no direct compensation from the Company), but continued oversight of advisory fee arrangements remains under the Board/independent directors (advisory fees paid to CIM: ~$27m base, ~$20m incentive in 2024) .
- Ownership alignment: beneficial ownership is modest in dollar and percentage terms; the Company discloses ranges and policies limiting hedging; no director equity program in 2024 reduces directional alignment via equity .
Conflicts and related-party exposure
- No Finlay-specific related-party transactions disclosed; broad conflicts relate to the external adviser (CIM) and affiliates, managed via allocation policies, Audit Committee oversight, and SEC exemptive order governance requirements .
Red flags
- None specific to Finlay disclosed (no low attendance, no related-party transactions, no hedging/pledging disclosures). Notably, the Board does not designate a lead independent director; executive sessions are chaired on rotation by the Audit and Nominating chairs, which may be viewed as a neutral governance choice rather than a red flag, depending on investor preference .
References
- Independence, bio, age, tenure, qualifications:
- Committee memberships/chairs and meetings:
- Attendance and Board structure:
- Director compensation amounts and mix:
- Ownership (shares, dollar range, outstanding shares):
- Hedging/monetization policy:
- Related-party transactions and co-investment governance: