DEF 14A of Gladstone Investment Corporation\de, Jun 14, 2024

DEF 14A of Gladstone Investment Corporation\de

Filed Jun 14, 20240001193125-24-161204

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes, with staggered three-year terms. Currently, our Board is comprised of seven directors, five of whom are independent. Proxies cannot be voted for a greater number of persons than the number of nominees named. If elected at the annual meeting, each nominee would serve until the 2027 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or, if sooner, until his or her death, resignation or removal. The Company’s Ethics, Nominating & Corporate Governance Committee (the “Ethics Committee”) nominated two incumbent directors, Walter H. Wilkinson, Jr. and Paula Novara, for election by the stockholders for a term expiring in 2027. Each director is elected by a plurality of the votes cast at the annual meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the director nominees on which such shares are entitled to vote. If any nominee becomes unavailable for election, your shares will be voted for the election of a substitute nominee proposed by our management. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. We encourage directors and nominees for director to attend the annual meeting. None of our directors attended the 2023 Annual Meeting of Stockholders.

  2. Nominees for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    | Name, Address, Age Independent Directors | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | Other Public Company Directorships Held by Director During the Past Five Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | Walter H. Wilkinson, Jr. (78) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2024 annual meeting. Director since 2014. | Founder and former General Partner of Kitty Hawk Capital, a venture capital firm, from its founding in 1980 through 2016. Board member of RF Micro Devices, Inc. from 1992, serving as its chairman from July 2008 until January 2015, when it merged to form QORVO, Inc. Lead independent director of QORVO, Inc. from January 2015 until August 2018 (and was a director and Chair of its Governance and Nominating Committee until August 2021, when he retired). Board member of the N.C. State University Foundation from June 2007 until June 2015. Board member of the Carolinas Chapter of the National Association of Corporate Directors from July 2012 until December 2015 and Chairman of its Board of Directors from July 2012 until August 2014. | Gladstone Commercial Corporation (“Gladstone Commercial”); Gladstone Capital Corporation (“Gladstone Capital”); Gladstone Land Corporation (“Gladstone Land”); Gladstone Acquisition Corporation (“Gladstone Acquisition”); QORVO, Inc. | 2 |

  3. Nominees for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    | Name, Address, Age Independent Directors | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | Other Public Company Directorships Held by Director During the Past Five Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | Interested Directors | | | | | | | Paula Novara (55)* Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Head of Resource Management | Term expires at 2024 annual meeting. Director since 2022. | Head of Resource Management of the Company since its founding. Ms. Novara is also Head of Human Resources, Facilities & Office Management and IT at Gladstone. Prior to joining the Company, Ms. Novara served as Assistant Vice President of Human Resources with the WMF Group and as a Consultant to Prudential Financial. From 1996 to 1997, Ms. Novara worked for TREEV, a publicly held imaging software vendor. From 1992 to 1996, Ms. Novara worked for Environmental Products Corporation in their corporate Human Resources department. | Gladstone Commercial; Gladstone Land; Gladstone Capital | 2 |

  4. Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

  5. Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

    | Name, Address, Age Independent Directors | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | Other Public Company Directorships Held by Director During the Past Five Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | Paul W. Adelgren (81) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2025 annual meeting. Director since 2005. | Retired; Pastor of Missionary Alliance Church from 1997 to January 2018. | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition | 2 |

  6. Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

    | Name, Address, Age Independent Directors | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | Other Public Company Directorships Held by Director During the Past Five Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | John H. Outland (78) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2025 annual meeting. Director since 2005. | Private investor since June 2006. | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition | 2 | | Interested Director | | | | | | | David Gladstone (82)* Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Chairman of the Board and Chief Executive Officer | Term expires at 2025 annual meeting. Director since 2005. | Founder, Chief Executive Officer and Chairman of the Board since our inception in 2005, of Gladstone Capital since its inception in 2001, of Gladstone Commercial since its inception in 2003 and of Gladstone Land since its inception in 1997. Founder, Chief Executive Officer and Chairman of the Board of our Adviser. Since 2010, Mr. Gladstone also serves on the board of managers of Gladstone Securities, LLC (“Gladstone Securities”), a broker dealer that is an affiliate of the Company. Chief Executive Officer, President, Chief Investment Officer. Chief Executive Officer, President, Chief Investment Officer and Director of Gladstone Acquisition from January 2021 until October 2022. | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition | 2 |

  7. Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

  8. Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

    | Name, Age, Address Independent Directors | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | Other Public Company Directorships Held by Director During the Past Five Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | Michela A. English (74) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2026 annual meeting. Director since 2005. | Director of Fight For Children, a non-profit charitable organization focused on providing high-quality education and health care services to underserved youth in Washington, D.C., since January 2017. President and Chief Executive Officer of Fight For Children from June 2006 until December 2016. Director of the Hershey Trust Company and the Milton Hershey School since January 2018. Director of the D.C. Preparatory Academy since 2004, and the District of Columbia Public Education Fund since 2007. Director of Boclips since 2022. | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition | 2 | | Anthony W. Parker (78) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2026 annual meeting. Director since 2005. | Founder and Chairman of the Board of Parker Tide Corp., a federal government contracting company providing human resources, procurement and adjudication services to the federal government, with projects in 12 different states, since 1997. President of Naval Academy Sailing Foundation, a 501(c)(3) not-for-profit corporation located in Annapolis, Maryland, a former director of the Bishop | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition | 2 |

  9. Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

    | Name, Age, Address Independent Directors | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | Other Public Company Directorships Held by Director During the Past Five Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | | | | Walker School, a part of the Episcopal diocese of Washington, D.C. and former vice chairman of the Board of Visitors, U.S. Naval Academy. | | |

  10. Executive Officers and Certain Other Officers Who Are Not Directors

    Executive Officers and Certain Other Officers Who Are Not Directors

  11. Executive Officers and Certain Other Officers Who Are Not Directors

    | Name, Age, Address | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | | David A.R. Dullum (76) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | President | President since April 2008. | President of the Company since April 2008. | | Terry L. Brubaker (80)* Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Chief Operating Officer and Assistant Secretary | Chief Operating Officer of the Company since 2005 | Chief Operating Officer of the Company since 2005, and of Gladstone Capital and Gladstone Commercial since 2004 and 2003, respectively. President and Chief Operating Officer of Gladstone Capital from 2001 to 2004, and of Gladstone Commercial from 2003 to 2004, Chief Operating Officer of Gladstone Land since April 2007. Vice Chairman, Chief Operating Officer and a director of our Adviser since 2006. | | Michael LiCalsi (54) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | General Counsel and Secretary | General Counsel since 2009 and Secretary since 2012. | General Counsel for all of the Gladstone affiliated companies, including the Company, Gladstone Capital, Gladstone Commercial and Gladstone Land, since October 2009 and Secretary of each since October 2012. President of the Administrator since July 2013. Managing Principal and Chief Legal Officer of Gladstone Securities and member of its board of managers since October 2010. General Counsel and Secretary of Gladstone Acquisition from January 2021 until October 2022. |

  12. Executive Officers and Certain Other Officers Who Are Not Directors

    | Name, Age, Address | Position(s) Held With Company | Term of Office and Length of Term Served | Principal Occupation(s) During the Past Five Years | | Rachael Easton (39) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Chief Financial Officer and Treasurer | Chief Financial Officer and Treasurer since December 2021. | Chief Financial Officer and Treasurer of the Company since December 2021. Ms. Easton served in a variety of financial reporting and accounting roles at AvalonBay Communities, Inc., from July 2013 to December 2021, most recently as the Senior Director, Financial Reporting, from February 2019 to December 2021. |

  13. Executive Officers and Certain Other Officers Who Are Not Directors

    | * Mr. Gladstone and Ms. Novara are interested persons of Gladstone Investment Corporation, within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), due to their positions as officers of the Company, and our Adviser and their employment by our Adviser. |

  14. Qualifications of Director Nominees

    Qualifications of Director Nominees When considering whether our director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our operational and organizational structure, the Ethics Committee and the Board focused primarily on the information discussed in each of the individual backgrounds set forth above and on the following particular attributes:

  15. Qualifications of Director Nominees

    | • | Ms. Novara was selected to serve as a director on our Board due to the fact that she has in-depth knowledge of the Company and has been an integral part of the Company’s operations since its inception. Ms. Novara also adds to the Board’s diversity of views. |

  16. Qualifications of Director Nominees

    | • | Mr. Wilkinson was selected to serve as an independent director on our Board due to his over 40-year career in the venture capital industry where he has helped to start or expand dozens of rapidly growing companies in a variety of industries. Mr. Wilkinson brings a unique perspective to our Board from his experience in overseeing the successful growth and evolution of numerous businesses and understanding the challenges of leading both private and public companies through changing economic conditions. |

  17. Qualifications of Incumbent Directors Serving Until the 2025 or 2026 Annual Meeting of Stockholders

    | • | Mr. Adelgren was selected to serve as an independent director on our Board due to his strength and experience in ethics, which also led to his appointment as chairman of our Ethics Committee, as well as his past service on our Board since 2005. |

  18. Qualifications of Incumbent Directors Serving Until the 2025 or 2026 Annual Meeting of Stockholders

    | • | Ms. English was selected to serve as an independent director on our Board due to her greater than twenty years of senior management experience at various corporations and non-profit organizations as well as her past service on our Board since 2005. |

  19. Qualifications of Incumbent Directors Serving Until the 2025 or 2026 Annual Meeting of Stockholders

    | • | Mr. Gladstone was selected to serve as a director on our Board due to the fact that he is our founder and has greater than 30 years of experience in the industry, including his service as our chairman and chief executive officer since our inception. |

  20. Qualifications of Incumbent Directors Serving Until the 2025 or 2026 Annual Meeting of Stockholders

    | • | Mr. Outland was selected to serve as an independent director on our Board due to his more than 20 years of experience in the real estate and mortgage industry as well as his past service on our Board since 2005. |

  21. Qualifications of Incumbent Directors Serving Until the 2025 or 2026 Annual Meeting of Stockholders

    | • | Mr. Parker was selected to serve as an independent director on our Board due to his expertise and experience in the field of corporate taxation as well as his past service on our Board since our inception in 2005. Mr. Parker’s knowledge of corporate tax was instrumental in his appointment to the chairmanship of our Audit Committee. |

  22. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH NAMED NOMINEE FOR DIRECTOR IN PROPOSAL 1.

  23. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  24. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows for the fiscal year ended March 31, 2024 certain information with respect to the compensation of all directors that are not also executive officers. Our executive officers do not receive any compensation for their service as directors:

  25. DIRECTOR COMPENSATION

    | Name | Aggregate Compensation from the Company ($) | Total Compensation From the Company and Fund Complex Paid to Directors ($) (1) | | Paul W. Adelgren | 39,000 | 153,000 | | Michela A. English | 38,000 | 149,000 | | John H. Outland | 53,000 | 205,000 | | Anthony W. Parker | 49,500 | 191,000 | | Walter H. Wilkinson, Jr. | 45,000 | 170,000 |

  26. DIRECTOR COMPENSATION

    | (1) Includes compensation the director received from Gladstone Capital as part of our Fund Complex. Also includes compensation the director received from Gladstone Commercial, our affiliate and a REIT, and Gladstone Land, our affiliate and a REIT. |

  27. DIRECTOR COMPENSATION

    For our fiscal year ended March 31, 2024, as compensation for serving on our Board, each of our independent directors received an annual fee of $25,000, an additional $1,000 for each Board meeting attended, and an additional $1,000 for each committee meeting attended if such committee meeting took place on a day other than when the full Board met. In addition, the chairperson of the Audit Committee received an annual fee of $7,500, the chairpersons of each of the Compensation and Valuation Committees received an annual fee of $3,000 and the chairperson of the Ethics Committee received an annual fee of $1,000 for their additional services in these capacities. We also reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. We do not pay any compensation to directors who also serve as our officers, or as officers or directors of our Adviser or our Administrator, in consideration for their service to us. Our Board may change the compensation of our independent directors in its discretion. None of our independent directors received any compensation from us during the fiscal year ended March 31, 2024, other than for Board or committee service and meeting fees.