DEF 14A of Gladstone Investment Corporation\de, Jun 20, 2025

DEF 14A of Gladstone Investment Corporation\de

Filed Jun 20, 20250001193125-25-143255

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes, with staggered three-year terms. Effective as of August 22, 2024, the size of the Board was increased to eight directors and Katharine Cornell Gorka was elected by the Board to the class of 2027 (with a term expiring at the Company’s 2027 annual meeting of stockholders), filling the vacancy created by the increase in size. Subsequently, the Board reduced the size of the Board to seven directors in connection with the resignation of director Paul W. Adelgren, with such resignation and reduction in Board size effective as of December 15, 2024. 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 2028 Annual Meeting of Stockholders and until his successor is elected and has qualified, or, if sooner, until his death, resignation or removal. The Company’s Ethics, Nominating & Corporate Governance Committee (the “Ethics Committee”) nominated two incumbent directors, David Gladstone and John Outland, for election by the stockholders for a term expiring in 2028. 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 2024 Annual Meeting of Stockholders.

  2. Nominees for a Three-Year Term Expiring at the 2028 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 (79) 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 Corporation (“Gladstone Commercial”); Gladstone Capital Corporation (“Gladstone Capital”); Gladstone Land Corporation (“Gladstone Land”); Gladstone Acquisition Corporation (“Gladstone Acquisition”); Gladstone Alternative Income Fund (“Gladstone Alternative”) | 3 | | Interested Director | | | | | | | David Gladstone (83)* 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,of Gladstone Land since its inception in 1997 and of Gladstone Alternative since 2024. Founder, Chief Executive Officer and Chairman of the Board of our Adviser. Since 2010, Mr. Gladstone | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition; Gladstone Alternative | 3 |

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

    Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

  4. 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 (75) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2026 annual meeting. Director since 2005. | Director on multiple non-profit boards. | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition; Gladstone Alternative | 3 | | Anthony W. Parker (79) 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. | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Acquisition; Gladstone Alternative | 3 |

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

    Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

  6. Directors Continuing in Office until 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. (79) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2027 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. | Gladstone Commercial; Gladstone Capital; Gladstone Land; Gladstone Acquisition; QORVO, Inc.; Gladstone Alternative | 3 | | Katharine C. Gorka (64) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Director | Term expires at 2027 Annual Meeting. Director since 2024. | President of Threat Knowledge Group, which provides training and expertise on threats to U.S. national security. President of Revere Pay, Inc. 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; Gladstone Land; Gladstone Capital; Gladstone Alternative | 3 | | Interested Directors | | | | | | | Paula Novara (56)* Gladstone Investment 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 of the Company since its founding. Ms. Novara is also Head of Human Resources, Facilities & Office Management and IT at Gladstone. Prior to | Gladstone Commercial; Gladstone Land; Gladstone Capital; Gladstone Alternative | 3 |

  7. Directors Continuing in Office until 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 | | | | | joining the Company, Ms. Novara served as Assistant Vice President of Human Resources with the WMF Group and as a Consultant to Prudential Financial. | | |

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

    Executive Officers and Certain Other Officers Who Are Not Directors

  9. 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 (77) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | President | President since April 2008. | President of the Company since April 2008. | | Michael LiCalsi (55) 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 the Company, Gladstone Capital, Gladstone Commercial and Gladstone Land since October 2009 and Gladstone Alternative since 2024. Secretary for the Company, Gladstone Capital, Gladstone Commercial and Gladstone Land since October 2012 and Gladstone Alternative since 2024. 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. |

  10. 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 | | Taylor Ritchie (36) Gladstone Investment Corporation 1521 Westbranch Drive, Suite 100 McLean, Virginia 22102 | Chief Financial Officer and Treasurer | Chief Financial Officer and Treasurer since October 2024. | Chief Financial Officer and Treasurer of the Company since October 2024. Served as the Company’s Accounting Manager from November 2018 until July 2020, the Company’s Controller from July 2020 until July 2022 and as the Company’s Controller and Director of Financial Reporting since July 2022. Prior to joining the Company, Mr. Ritchie worked for Ernst & Young from 2011 until 2018 as a Manager in the Financial Services practice, focusing on Banking and Capital Markets. |

  11. 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. |

  12. 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:

  13. 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 30 years of experience in the industry, including his service as our chairman and chief executive officer since our inception. |

  14. Qualifications of Director Nominees

    | • | 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. |

  15. Qualifications of Incumbent Directors Serving Until the 2026 or 2027 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. |

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

    | • | Ms. Gorka was selected to serve as an independent director on our Board due to her background and experience, including her management expertise and strategic analyses. Ms. Gorka adds value to our Board by further expanding its knowledge and expertise base, as well as its diversity of views. |

  17. 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. |

  18. 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 2005. Mr. Parker’s knowledge of corporate tax was instrumental in his appointment to the chairmanship of our Audit Committee. |

  19. 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 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. |

  20. 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.

  21. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  22. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows for the fiscal year ended March 31, 2025 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:

  23. DIRECTOR COMPENSATION

    | Name | Aggregate Compensation from the Company ($) | Total Compensation From the Company and Fund Complex Paid to Directors ($) (1) | | Paul W. Adelgren (2) | 38,000 | 158,000 | | Michela A. English | 37,000 | 181,500 | | Katharine C. Gorka | 19,208 | 106,874 | | John H. Outland | 52,000 | 245,000 | | Anthony W. Parker | 48,500 | 229,250 | | Walter H. Wilkinson, Jr. | 44,000 | 206,000 |

  24. DIRECTOR COMPENSATION

    | (1) Includes compensation the director received from Gladstone Capital and Gladstone Alternative 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. |

  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 March 31, 2025, 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, 2025, other than for Board or committee service and meeting fees.