Gianni Fazio
About Gianni Fazio
Gianni Fazio is Chief Accounting Officer of Chicago Atlantic BDC, Inc. (LIEN), appointed effective July 1, 2025; he is 29, a licensed CPA, and holds both BS and MS in Accountancy from Long Island University . He has 5+ years of finance and accounting experience spanning investment fund financial reporting and public auditing; prior roles include Venture Associate at Adit Ventures and auditor at Forvis Mazars . During his tenure, LIEN’s quarterly net investment income (NII) per share increased from $0.34 in Q2 2025 to $0.42 in Q3 2025, with NAV per share rising from $13.23 to $13.27 and no loans on non‑accrual as of Q3 2025, indicating a stable credit profile and improving earnings capacity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago Atlantic BDC, Inc. (LIEN) | Chief Accounting Officer | Appointed Jul 1, 2025 – Present | Leads financial reporting and accounting oversight for a publicly listed BDC . |
| Chicago Atlantic BDC, Inc. (LIEN) | Finance/Accounting (prior to CAO) | Joined 2023 – 2025 | Contributed to financial reporting and operations for investment manager activities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adit Ventures | Venture Associate | Prior to 2023 | Managed operations and financial reporting of early- and late-stage venture funds . |
| Forvis Mazars | Auditor | Not disclosed | Public audit experience foundational to controls and reporting rigor . |
Fixed Compensation
| Component | Detail | FY 2024/2025 Values |
|---|---|---|
| Employment structure | Externally managed BDC; executive officers are employees of the Adviser, not directly compensated by the Company . | Not applicable for direct Company pay . |
| Base salary (Company) | Not disclosed; Company does not pay executives directly . | — |
| Target bonus % (Company) | Not disclosed; Company does not pay executives directly . | — |
| Actual bonus paid (Company) | Not disclosed; Company does not pay executives directly . | — |
| Reimbursement framework | Compensation Committee reviews and approves reimbursement of allocable portion of CFO/CCO and staff compensation paid by the Adviser (time-based allocation) . | CFO/CCO reimbursement only (no CAO reimbursement disclosed) . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Company equity awards (RSUs/PSUs/options) | Not disclosed; Company states executives are not directly compensated by the Company . | — | — | — | — | — |
| Adviser-linked incentives | Members of the Investment Committee, through financial interests in the Adviser, are entitled to a portion of Adviser profits, which include fees earned under the Investment Advisory Agreement (base fee + incentive fees) . | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
The Company’s compensation framework (external management) ties executive economics to Adviser profitability, which in turn is linked to LIEN gross assets (base fee 1.75%) and performance (20% incentive fees on NII above hurdle and 20% of realized capital gains on a cumulative basis), creating indirect pay-for-performance alignment but also potential fee-related conflicts typical of externally managed BDCs .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Gianni Fazio | 0 | 0.0% | Form 3 filed July 11, 2025 states “No securities are beneficially owned.” . |
Additional alignment policies and risk signals:
- Shares outstanding were 22,820,590 on a basic and fully diluted basis as of September 30, 2025 (context for % ownership) .
- Hedging policy: The Company has not adopted practices or policies restricting employees/officers/directors or their designees from engaging in hedging transactions, which is a governance red flag for alignment .
- Stock ownership guidelines: Not disclosed in the proxy .
- Pledging: No specific pledging disclosure found in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | July 1, 2025 (Chief Accounting Officer) . |
| Tenure basis | Serves until successor is duly elected and qualified, or earlier resignation/removal . |
| Non-compete / non-solicit / severance / change-of-control | Not disclosed in Company filings reviewed . |
Company Performance During Fazio’s Tenure (Quarterly)
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Total investment income ($) | $13,080,038 | $15,070,603 |
| Net expenses ($) | $5,415,431 | $5,579,482 |
| Net investment income ($) | $7,664,607 | $9,491,121 |
| NII per share ($) | $0.34 | $0.42 |
| NAV per share ($) | $13.23 | $13.27 |
| Weighted avg shares (basic/diluted) | 22,820,405 | 22,820,568 |
| Non-accrual loans (%) | — | 0.0% as of Sept 30, 2025 |
Board declared a dividend of $0.34 per share for the quarter ending December 31, 2025 (payable Jan 15, 2026) .
Compensation Committee Analysis
| Attribute | Details |
|---|---|
| Members | Vivek Bunty Bohra; Michael W. Chorske; Americo Da Corte; Patrick McCauley; Supurna VedBrat; Tracey Brophy Warson (all independent) . |
| Chair | Tracey Brophy Warson . |
| Scope | Reviews and approves reimbursement by the Company of compensation paid by the Adviser to CFO/CCO and their staffs (time allocation basis); no executive compensation report produced given external management . |
| Meetings (FY 2024) | One formal meeting . |
Related Party Transactions (Governance and Fee Levers)
- Investment Advisory Agreement: Base management fee equals 1.75% of gross assets (excluding cash/cash equivalents) and incentive fees consist of (i) 20% of pre‑incentive fee NII subject to hurdle and catch‑up, and (ii) 20% of realized capital gains on a cumulative basis, net of losses/depreciation, less prior capital gains incentive fees .
- Expense Limitation Agreement: Caps certain operating expenses at 2.15% of net assets through Sept 30, 2025; clarified on Feb 14, 2025 that interest expense, fees, and other costs associated with raising debt/equity capital do not count toward the cap .
Risk Indicators & Red Flags
- CFO resignation on July 1, 2025 “not due to a disagreement” (transition risk mitigated by interim CFO appointment) .
- Hedging policy: Absence of an anti-hedging policy is a misalignment risk for officers/directors .
- External management structure: Adviser fee mechanics (asset-based and performance fees) can create potential conflicts versus internal pay-for-performance regimes typical of internally managed BDCs .
- Section 16 compliance: Company reports directors/executive officers complied with Section 16(a) filings for FY 2024 .
Investment Implications
- Alignment: Fazio holds no LIEN shares per Form 3; with no Company-direct equity grants and an absent anti-hedging policy, near-term insider selling pressure is negligible, but equity alignment is limited without ownership guidelines or disclosed Company equity incentives .
- Retention: Employment terms are at-will (“until successor… or resignation/removal”) with no disclosed severance or change‑of‑control protections, reducing explicit retention costs but offering limited visibility into personal incentives beyond Adviser compensation .
- Performance linkage: As CAO, Fazio’s execution contributes to reliable reporting and controls; Company operating performance improved QoQ (NII per share $0.34 → $0.42; NAV per share $13.23 → $13.27; zero non‑accruals), supporting dividend capacity and portfolio quality narratives .
- Governance: Externally managed BDC fees (1.75% base on gross assets; 20% incentive components) and limited hedging restrictions warrant ongoing monitoring of fee accruals, expense caps, and originations pacing to assess shareholder value creation versus fee leakage .