Robert Breakstone
About Robert A. Breakstone
Independent director of CĪON Investment Corporation since 2012 (Class II, term runs through the 2026 annual meeting). Age 87. President & CEO of Landmark International Group, Inc. since 1995; prior operating and finance leadership at GTECH, Health-tex, Chesebrough-Pond’s, Chase Manhattan Bank, and Systems Audits, Inc. BS in Mathematics and MBA from City College of New York . Beneficially owns 15,781.60 shares (held via an IRA; includes 3,886.60 shares acquired under the DRIP), dollar range $100,001–$500,000 as of the $9.67 share price on May 30, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landmark International Group, Inc. | President & CEO | 1995–present | Independent consulting in business development, finance, IT, and marketing |
| GTECH Corporation | EVP & COO | 1988–1995 | Took firm private (LBO) and later public via IPO |
| Health-tex, Inc. | President & CEO | 1985–1988 | Led management buyout from Chesebrough-Pond’s |
| Chesebrough-Pond’s Inc. | Group Vice President; Executive Committee & Board member | 1974–1985 | Senior operating leadership and corporate governance roles |
| Chase Manhattan Bank N.A. | Group Executive | 1970–1974 | Managed major corporate, domestic and international banking divisions |
| Systems Audits, Inc. | Vice President & CFO | 1967–1970 | IT services to financial industry |
| OSF, Inc. (Canada; public) | Director (Independent Special Committee) | 1996–1998 | Responsible for sale to a U.S.-based financial entity |
| By Design International Ltd. (private) | Director | — | Designer/marketer of women’s apparel |
| Hoffinger Industries, Inc. | Advisory Board Member | — | Above-ground pool/filtration industry |
| Mercy College Graduate School of Business | Adjunct Professor | 1999–2006 | — |
| New York University | Adjunct Professor | 1963–1967 | — |
| Pace University | Adjunct Assistant Professor | 1967–1969 | — |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Landmark International Group, Inc. | President & CEO | Current | Independent consulting firm; founded 1995 |
Board Governance
- Independence: Affirmatively determined independent under the 1940 Act and NYSE standards .
- Committees:
- Audit Committee member; chair is Aron I. Schwartz; audit committee met 4 times in 2024 .
- Nominating & Corporate Governance Committee chair; committee met 4 times in 2024 .
- Compensation Committee member; committee held no formal meetings in 2024 .
- Board structure and attendance: Board met 5 times and took action by unanimous written consent 8 times in FY 2024; each director attended >95% of all board meetings .
- Executive sessions: No designated Lead Independent Director; independent directors Robert A. Breakstone and Aron I. Schwartz preside over executive sessions on a rotational basis .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | 2024 | Independent directors only; paid quarterly in arrears |
| Meeting fees | $1,000 per meeting | 2024 | Board and committee attendance (in-person or telephonic) |
| Committee chair fee | $25,000 per committee | 2024 | He chairs Nominating & Corporate Governance |
| Aggregate compensation (Breakstone) | $131,165 | FY 2024 | Includes chair fee; reimbursed expenses included; no equity awards |
| Pensions/retirement | None | FY 2024 | No profit-sharing; no pension/retirement benefits |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | No portion of director fees awarded in stock or options for FY 2024 |
| Option awards | None | No options granted to directors in FY 2024 |
| Performance metrics tied to pay | Not applicable | Director pay not performance-conditioned |
Other Directorships & Interlocks
| Category | Company | Role | Tenure/Status |
|---|---|---|---|
| Current public company boards | — | — | None disclosed in past five years |
| Prior public company boards | OSF, Inc. (Canada) | Director (Independent Special Committee) | 1996–1998 |
| Private/Non-profit boards | By Design International Ltd.; Hoffinger Industries, Inc. | Director/Advisory Board | Not specified |
Expertise & Qualifications
- Operating CEO/C-suite breadth across public and private companies; transaction execution including LBO/IPO cycles at GTECH; broad corporate finance and banking experience .
- Academic background in mathematics and business; BS Mathematics and MBA (City College of New York) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares beneficially owned | 15,781.60 | Held via IRA; includes 3,886.60 DRIP shares |
| Dollar range | $100,001–$500,000 | Based on $9.67 share price (May 30, 2025) |
| Shares outstanding (record date) | 52,591,682 | As of May 30, 2025 |
| Ownership % of outstanding | ~0.03% | Calculated: 15,781.60 / 52,591,682 |
| Vested vs. unvested | Not applicable | No director equity grants disclosed |
| Pledged shares | Not disclosed | No pledging disclosure in proxy |
| Hedging policy | Prohibited without prior approval | Company policy restricts hedging/monetization by directors |
Governance Assessment
- Positives:
- Long-tenured independent director with deep operating and finance experience; chairs Nominating & Corporate Governance, signaling governance leadership .
- Strong attendance (>95%) and active committee participation; audit committee met 4 times and nominating committee met 4 times in 2024 .
- Personal share ownership (via IRA and DRIP) provides some alignment; dollar range $100,001–$500,000 .
- Potential RED FLAGS / watch items:
- No Lead Independent Director; executive sessions presided on rotation by Breakstone and Schwartz, which may diffuse accountability in board leadership .
- Compensation Committee held no formal meetings in 2024; executives are not paid directly by the Company, with compensation governed via the advisory agreement—oversight relies on annual independent director renewals of CIM’s fees rather than direct pay-for-performance structures at the Company .
- Director compensation is entirely cash-based (no equity grants/options in 2024), reducing direct equity-linked incentives for directors as a group; alignment depends on personal holdings rather than compensation design .
- Related-party oversight:
- Audit committee (of which Breakstone is a member) reviews related person transactions and valuations; independent directors (including Breakstone) approve and renew the advisory fee arrangements with CIM and oversee co-investment policies to manage conflicts .