DEF 14A of Gladstone Capital Corp, Dec 20, 2024

DEF 14A of Gladstone Capital Corp

Filed Dec 20, 20240001193125-24-282564

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. The Company’s Ethics, Nominating & Corporate Governance Committee (the “Ethics Committee”) nominated two incumbent directors to stand for re-election: John H. Outland, an independent director, and David Gladstone, an interested director. 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 2028 annual meeting and until his successor is elected and qualified, or, if sooner, until his death, resignation or removal. Each director is elected by a plurality of the votes cast at the annual meeting. Shares represented by executed proxies will be voted, if the authority to do so is not withheld, for the election of the two nominees. In the event that any of the nominees should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominees as management may propose. 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. Holders of preferred stock are entitled, as a class, to the exclusion of the holders of all other classes of stock, to elect two directors (regardless of the total number of directors serving on our Board). Michela A. English and Anthony W. Parker have been designated as the preferred directors and each is serving a term that expires at the 2026 annual meeting, thus neither of the two preferred directorships is up for election at this year’s annual meeting. We encourage all of our directors and nominees for director to attend the annual meeting; however, attendance is not required. None of our directors attended the 2024 Annual Meeting of Stockholders. Set forth below is biographical information for each person nominated, each person whose term of office as a director will continue after the annual meeting, each executive officer and certain other officers who are not also directors.

  2. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  3. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | Name, Address, and Age | Position(s) Held With Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Director During the Past Five Years | | Independent Directors | | | | | | Michela A. English (74) Gladstone Capital Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2026 annual meeting. Director since June 2002. | Director on multiple non-profit boards. | Gladstone Commercial Corporation; Gladstone Land Corporation; Gladstone Investment Corporation; Gladstone Acquisition Corporation; Gladstone Alternative Income Fund | | Anthony W. Parker (79) Gladstone Capital Corporation 1521 Westbranch Drive Suite 100 McLean, Virginia 22102 | Director | Term expires at 2026 annual meeting. Director since our inception in 2001. | Founder and former 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, from 1997 until 2024. | Gladstone Commercial Corporation; Gladstone Land Corporation; Gladstone Investment Corporation; Gladstone Acquisition Corporation; Gladstone Alternative Income Fund |

  4. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

  5. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | Name, Address, and Age | Position(s) Held With Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Director During the Past Five Years | | Independent Directors | | | | | | Walter H. Wilkinson, Jr. (78) Gladstone Capital Corporation 1521 Westbranch Drive Suite 100 McLean, Virginia 22102 | Director | Term expires at 2027 annual meeting. Director since October 2014. | Founder and former General Partner of Kitty Hawk Capital, a venture capital firm, from its founding in 1980 through 2016. | Gladstone Commercial Corporation; Gladstone Land Corporation; Gladstone Investment Corporation; Gladstone Acquisition Corporation; Gladstone Alternative Income Fund; QORVO, Inc. | | Katharine C. Gorka (64) Gladstone Capital Corporation 1521 Westbranch Drive Suite 100 McLean, Virginia 22102 | Director | Term expires at 2027 annual meeting. Director since August 2024 | President of Threat Knowledge Group, which provides training and expertise on threats to U.S. national security. Chair of the Fairfax County Republican Party. Previously served as a Senior Policy Advisor in the Office of Policy at the U.S. Department of Homeland Security from 2017 until 2020. Press Secretary for U.S. Customs and Border Protection, and from 2020 to 2022. Director for the Civil Society at The Heritage Foundation. | Gladstone Commercial Corporation; Gladstone Land Corporation; Gladstone Investment Corporation; Gladstone Alternative Income Fund |

  6. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | Name, Address, and Age | Position(s) Held With Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | Other Directorships Held by Director During the Past Five Years | | Interested Director | | | | | | Paula Novara (55)* Gladstone Capital Corporation 1521 Westbranch Drive Suite 100 McLean, Virginia 22102 | Head of Resource Management | Term expires at 2027 annual meeting. Director since 2022 | Head of Resource Management since our inception. Head of Human Resources, Facilities & Office Management and IT at Gladstone Land Corporation, Gladstone Investment Corporation, Gladstone Commercial Corporation and Gladstone Alternative Income Fund, since 1997, 2005, 2003 and 2024, respectively. | Gladstone Commercial Corporation; Gladstone Land Corporation; Gladstone Investment Corporation; Gladstone Alternative Income Fund |

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

    Executive Officers and Certain Other Officers Who Are Not Directors

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

    | Name, Address, and Age | Position(s) Held With Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | | Michael LiCalsi (54) Gladstone Capital Corporation 1521 Westbranch Drive Suite 100 McLean, Virginia 22102 | General Counsel and Secretary | General Counsel since October 2009; Secretary since October 2012. | General Counsel for Gladstone Land Corporation, Gladstone Investment Corporation and Gladstone Commercial Corporation since October 2009 and Gladstone Alternative Income Fund since 2024. Secretary of Gladstone Land Corporation, Gladstone Investment Corporation and Gladstone Commercial Corporation since October 2012 and Gladstone Alternative Income Fund since 2024. President of Gladstone Administration, LLC since July 2013. Managing Principal and Chief Legal Officer of Gladstone Securities, LLC and member of its board of managers since 2010. |

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

    | Name, Address, and Age | Position(s) Held With Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past Five Years | | Robert L. Marcotte (66) Gladstone Capital Corporation 1521 Westbranch Drive Suite 100 McLean, Virginia 22102 | President | President since January 2014. | President since January 2014. Executive Vice President and Co-Head of Asset Management with MCG Capital Corp. from 2007 to December 2013. | | Nicole Schaltenbrand (42) Gladstone Capital Corporation 1521 Westbranch Drive Suite 100 McLean, Virginia 22102 | Chief Financial Officer; Treasurer | Chief Accounting Officer from November 2015 to March 2016; Chief Financial Officer and Treasurer since March 2016. | Chief Accounting Officer from November 2015 to March 2016; Chief Financial Officer and Treasurer since March 2016. Senior Manager of SEC reporting and accounting policy at National Rural Utilities Cooperative Finance Corporation from May 2012 to November 2015. Senior Audit Manager and other positions within the assurance practice at KPMG LLP from September 2004 through May 2012. |

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

    | * Mr. Gladstone and Ms. Novara are interested persons of Gladstone Capital 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. |

  11. Qualifications of Director Nominees

    Qualifications of Director Nominees When considering whether our director nominee has 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 our Board focused primarily on the information discussed in each of the individual backgrounds set forth above and on the following particular attributes:

  12. Qualifications of Director Nominees

    | • | 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 thirty years of experience in the industry, including his service as our chairman and chief executive officer since our inception. |

  13. Qualifications of Director Nominees

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

  14. Qualifications of Incumbent Directors Serving Until the 2026 or 2027 Annual Meeting of Stockholders

    | • | Ms. English was selected 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 2002. |

  15. Qualifications of Incumbent Directors Serving Until the 2026 or 2027 Annual Meeting of Stockholders

    | • | Ms. Gorka was selected based on her background and experience, including her management expertise and strategic analyses, as well as a diversity of views. |

  16. Qualifications of Incumbent Directors Serving Until the 2026 or 2027 Annual Meeting of Stockholders

    | • | 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. |

  17. Qualifications of Incumbent Directors Serving Until the 2026 or 2027 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 2001. Mr. Parker’s knowledge of corporate tax was instrumental in his appointment to the chairmanship of our Audit Committee. |

  18. Qualifications of Incumbent Directors Serving Until the 2026 or 2027 Annual Meeting of Stockholders

    | • | Mr. Wilkinson was selected to serve as an independent director on our Board, and as a nominee for another directorship term, due to his vast experience in various areas of the investment industry as well as his experience in serving on boards of various organizations. |

  19. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE

  20. The Offering Committee

    The Offering Committee The Offering Committee is responsible for assisting our Board in discharging its responsibilities regarding the offering from time to time of our securities. The Offering Committee has all powers of our Board that are necessary or appropriate and may lawfully be delegated to the Offering Committee in connection with an offering of our securities. Our Offering Committee operates pursuant to a written charter, which can be found in the Investors section of our website at www.gladstonecapital.com.

  21. The Valuation Committee

    The Valuation Committee The Valuation Committee is responsible for assisting the Board in determining the fair value of our investment portfolio or other assets in compliance with the 1940 Act and assisting the Board’s compliance with legal and regulatory requirements, as well as risk management, related to valuation. The Valuation Committee operates pursuant to a written charter, which can be found in the Investors section of our website at www.gladstonecapital.com.

  22. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows for the fiscal year ended September 30, 2024 certain information with respect to the compensation of all directors that are not also executive officers. Our officers do not receive any compensation for their service as directors:

  23. DIRECTOR COMPENSATION

    | Name | Aggregate Compensation from Fund | Total Compensation from Fund and Fund Complex Paid to Directors(1) | | Paul W. Adelgren(2) | $38,000 | $152,000 | | Michela A. English | $37,000 | $148,000 | | Katharine C. Gorka | $2,708 | $44,832 | | John H. Outland | $52,000 | $200,000 | | Anthony W. Parker | $48,500 | $186,000 | | Walter H. Wilkinson, Jr. | $44,000 | $162,000 |

  24. DIRECTOR COMPENSATION

    | (1) Includes compensation the director received from Gladstone Investment Corporation, as part of our Fund Complex. Gladstone Alternative Income Fund is also part of our Fund Complex but did not pay any compensation during the year ended September 30, 2024. Also includes compensation the director received from Gladstone Commercial Corporation, our affiliate and a real estate investment trust, and Gladstone Land Corporation, our affiliate and a real estate investment trust, although not part of our Fund Complex. |

  25. DIRECTOR COMPENSATION

    | (2) Mr. Adelgren resigned as a director of the Company, effective December 15, 2024. |

  26. DIRECTOR COMPENSATION

    For our fiscal year ended September 30, 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 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 September 30, 2024, other than for Board or committee service and meeting fees.