Stephen Roman
About Stephen Roman
Stephen Roman is Chief Compliance Officer and Secretary of CION Investment Corporation, serving in the role since February 2016; he is 44 years old, holds a J.D. from Northwestern University School of Law, a B.S. from New York University, and is a CFA Charterholder . He joined CION’s sponsor group in 2013 and has advised on legal, regulatory, and securities compliance matters across the platform . As an externally managed BDC, CION’s executive officers (including Roman) are compensated by the adviser (CIM) rather than directly by the company, so no company-level performance pay metrics are tied to his compensation; alignment for investors rests primarily on advisory fee structures and Roman’s personal share ownership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CION Investment Group / CION Investment Management (CIM) | Vice President; senior compliance/legal since joining the platform | Since 2013 | Led legal, regulatory and corporate/securities law compliance across entities and registered adviser, supporting fund governance and operations . |
| Private law practice (New York) | Attorney | 2012–2013 | Advised on legal matters relevant to corporate and securities compliance . |
| Forex Capital Markets | Analyst (earlier career) | Prior to 2012 | Analytical support in markets, foundational markets experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| CION Grosvenor Infrastructure Fund | Chief Compliance Officer | Since 2024 |
Fixed Compensation
CION is externally managed; executive officers do not receive direct cash compensation from the company. Compensation is paid by the adviser (CIM), and CION reimburses CIM for allocable costs under the administration agreement.
| Item | Detail |
|---|---|
| Company-paid base salary to Roman | $0; CION’s executive officers “do not receive any direct compensation from the Company” . |
| Adviser-paid compensation | Paid by CIM; not disclosed at the individual level in CION filings . |
| Company reimbursements to adviser (context) | CION reimbursed CIM ~$5 million for administrative services in 2024 . |
Advisory fee economics (pay-for-performance context):
| Component | Key terms |
|---|---|
| Base management fee | 1.5% of average gross assets (certain cash excluded); reduced to 1.0% for leverage that brings asset coverage below 200% . |
| Income incentive fee (“pre-incentive fee NII”) | 6.5% annual hurdle (1.625% quarterly); 100% catch-up to 1.970% quarterly; then 17.5% above 1.970% . |
| Capital gains incentive fee | 17.5% of cumulative realized capital gains net of losses and unrealized depreciation, paid annually . |
| 2024 fees paid (context) | Base management fee ≈$27 million; incentive fee ≈$20 million . |
Implication: Roman’s “fixed” and total pay from CION is not applicable; the primary economic levers are adviser-level compensation and incentive structures that scale with assets and NII/capital gains .
Performance Compensation
No company equity or cash incentive plans apply to Roman (executive officers receive no direct compensation from CION). There are no RSU/PSU/option grants, performance weightings, targets, or payouts disclosed for Roman at the company level .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable for company-level executive pay | — | — | — | — | — |
Advisor incentive framework (alignment context) is summarized above; it pays on NII over a hurdle and cumulative capital gains, which may influence portfolio risk posture and leverage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,890.97 shares as of May 30, 2025 . |
| Ownership as % of outstanding | ≈0.0245% (12,890.97 / 52,591,682) . |
| Vested vs. unvested | No company equity awards disclosed; beneficial holdings include shares via DRIP . |
| DRIP holdings | Includes 3,000.97 shares acquired under the distribution reinvestment plan . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | No pledging disclosure identified; company policy highlights hedging/monetization restrictions (see below) . |
| Ownership guidelines (executives) | Not disclosed for executive officers . |
| Hedging/monetization policy | Directors and officers are prohibited from hedging or monetization transactions or similar arrangements with company securities without prior CCO approval . |
Security ownership table source: “Security Ownership of Management and Certain Beneficial Owners” (record date 5/30/2025) .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment date | Appointed Chief Compliance Officer and Secretary effective Feb 29, 2016 . |
| Employment agreement with CION | None disclosed; executives are officers of the adviser (CIM); CION has no employees . |
| Compensation source | Paid by CIM; CION reimburses CIM for allocable costs under administration agreement . |
| Severance/change-of-control (company-level) | No executive-specific CION severance or CoC terms disclosed . |
| Clawback | No executive clawback policy disclosed specific to CION executive compensation; standard codes of conduct and insider trading policies apply . |
| Non-compete/non-solicit | Not disclosed at the company level (employment with CIM not detailed in CION filings) . |
| Indemnification (adviser context) | Investment advisory and administration agreements include indemnification/hold harmless provisions for CIM and affiliates subject to conditions (no willful malfeasance, bad faith, gross negligence) . |
Performance & Track Record (role-relevant context)
- CION is externally managed by CIM; senior management team includes Roman among others, with investment decisions by CIM’s investment committee; executive officer compensation is not tied to company TSR/EBITDA metrics in CION filings .
- 2024 advisory fees: ~$27 million base fee and ~$20 million incentive fee highlight the adviser’s performance-linked economics and potential incentive alignment considerations for shareholders .
Board Governance
- Roman is not a director; he serves as Corporate Secretary and CCO .
- Independent directors preside executive sessions on a rotational basis; communications to independent directors are routed via Corporate Secretary (Stephen Roman), 100 Park Avenue address .
Related Party and Alignment Considerations
- CION pays CIM a base management fee and two-part incentive fee; 2024 payments were ~$27 million (base) and ~$20 million (incentive) . These structures can incentivize asset growth and NII generation (including through leverage) under the fee terms .
- Executive officers and directors also serve in roles at affiliates; conflicts are managed via policies and an SEC co-investment exemptive order; allocation policies and conflict procedures are detailed in filings .
Investment Implications
- Pay-for-performance alignment: No direct company pay for Roman; alignment at CION is primarily via adviser fee structure (hurdle/catch-up, capital gains fee) rather than executive equity awards; investors should monitor fee drag and incentive calibration versus NII and realized gains .
- Selling pressure/vesting: No company equity award vesting or option overhang for Roman; beneficial holdings are modest and include DRIP shares, suggesting limited insider selling pressure from vested grants .
- Retention risk: As an adviser employee, Roman’s employment terms are with CIM (not disclosed); CION reimburses adviser costs, and indemnities exist for CIM; retention depends on adviser-level incentives and governance rather than company employment contracts .
- Governance/controls: As CCO and Corporate Secretary, Roman is central to compliance, insider trading oversight, and shareholder communications; hedging/monetization restrictions require CCO approval, reducing misalignment risk from derivatives/monetization by insiders .
- Key watch items: Adviser fee realizations versus NAV/TSR; leverage levels and asset coverage; any amendments to advisory/administration agreements; changes in insider ownership or policy updates (hedging/pledging) .