DEF 14A of Gladstone Land Corp
Filed Mar 27, 20260001193125-26-127664
ELECTION OF DIRECTORS TO THE CLASS OF 2029
ELECTION OF DIRECTORS TO THE CLASS OF 2029 Our Board is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including any vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified. Our Board currently has seven directorships and seven members. Each of the two nominees listed below is currently a director in the class whose term of office expires in 2026 and was previously elected by the stockholders or was appointed by the Board to fill a vacancy. 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 2029 Annual Meeting and until his or her successor is elected and has qualified, or, if sooner, until his or her death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. None of our directors attended the 2025 Annual Meeting of Stockholders. Directors are elected by a plurality of all the votes cast at the Annual Meeting. Therefore, for the two director positions, the two nominees receiving the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. “WITHHOLD” votes and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.
Nominees for Election for a Three-Year Term, Expiring at the 2029 Annual Meeting of Stockholders
Nominees for Election for a Three-Year Term, Expiring at the 2029 Annual Meeting of Stockholders The following is a brief biography of each director with a term expiring at the 2029 Annual Meeting of Stockholders. David Gladstone. Mr. Gladstone, age 83, is our founder and has served as our president, chief executive officer and chairman of the Board since our inception in 1997. He also founded and serves as chairman of the board of directors of our affiliates, including Gladstone Capital Corporation (“Gladstone Capital”) (Nasdaq: GLAD), Gladstone Investment Corporation (“Gladstone Investment”) (Nasdaq: GAIN), Gladstone Commercial Corporation (“Gladstone Commercial”) (Nasdaq: GOOD), and serves as chief executive officer and chairman of the board of directors of our Adviser, and our Administrator. Mr. Gladstone served as chief executive officer of Gladstone Capital, Gladstone Investment and Gladstone Commercial from their inception until March 2026. Mr. Gladstone additionally serves as chief executive officer and chairman of the board of trustees of Gladstone Alternative Income Fund (“Gladstone Alternative”) and serves on the board of managers of our affiliated broker-dealer, Gladstone Securities, LLC (“Gladstone Securities”). Prior to founding the Company, Mr. Gladstone served as either chairman or vice chairman of the board of directors of American Capital Strategies, Ltd. (Nasdaq: ACAS), a publicly-traded leveraged buyout fund and mezzanine debt finance company, from 1997 to 2001. From 1974 to 1997, Mr. Gladstone held various positions, including chairman and chief executive officer, with Allied Capital Corporation (NYSE: ALD), Allied Capital Corporation II, Allied Capital Lending Corporation and Allied Capital Advisors, Inc., a registered investment adviser that managed the Allied companies. The Allied companies were the largest group of publicly-traded mezzanine debt funds in the United States and were managers of two private venture capital limited partnerships and a private real estate investment trust (“REIT”). From 1991 to 1997, Mr. Gladstone served either as chairman of the board of directors or president of Allied Capital Commercial Corporation, a publicly-traded REIT that invested in real estate loans to small- and medium-sized businesses, managed by Allied Capital Advisors, Inc. He managed the growth of Allied Capital Commercial from no assets at the time of its initial public offering to $385 million in assets at the time it merged into Allied Capital Corporation in 1997. From 1992 to 1997, Mr. Gladstone served as a director, president and chief executive officer of Business Mortgage Investors, a privately-held mortgage REIT managed by Allied Capital Advisors, which invested in real estate loans to small- and medium-sized businesses. Mr. Gladstone is also a past director of Capital Automotive REIT, a real estate investment trust that purchases and net leases real estate to automobile dealerships. Mr. Gladstone served as a director of The Riggs National Corporation (the parent of Riggs Bank) from 1993 to 1997 and of Riggs Bank from 1991 to 1993. He served as a trustee of the George Washington University and currently is trustee emeritus. He is a past member of the Listings and Hearings Committee of the National Association of Securities Dealers, Inc. Mr. Gladstone was the founder and managing member of The Capital Investors, LLC, a group of angel investors, and is currently a member emeritus. Mr. Gladstone holds an MBA from the Harvard Business School, an MA from American University and a BA from the University of Virginia. Mr. Gladstone has co-authored two books on financing for small- and medium-sized businesses, Venture Capital Handbook and Venture Capital Investing. Mr. Gladstone is nominated to serve as a director on our Board because he is our founder and has greater than 30 years of experience in the industry, including his service as our president, chairman and chief executive since our inception. John H. Outland. Mr. Outland, age 80, has been one of our directors since January 2013. Mr. Outland has also been a director of Gladstone Capital since December 2003, a director of Gladstone Investment since June 2005, and a director of Gladstone Commercial since December 2003 and as a trustee of Gladstone Alternative since July 2024. Mr. Outland has been a private investor since June 2006. From March 2004 to June 2006, he served as vice president of Genworth Financial, Inc. From 2002 to March 2004, Mr. Outland served as a managing director for 1789 Capital Advisors, where he provided market and transaction structure analysis and advice on a consulting basis for multifamily commercial mortgage purchase programs. From 1999 to 2001, Mr. Outland served as vice president of mortgage-backed securities at Financial Guaranty Insurance Company where he was team leader for bond insurance transactions, responsible for sourcing business, coordinating credit, loan files, due diligence and legal review processes, and negotiating structure and business issues. From 1993 to 1999, Mr. Outland was senior vice president for Citicorp Mortgage Securities, Inc., where he securitized non-conforming mortgage products. From 1989 to 1993, Mr. Outland was vice president of real estate and mortgage finance for Nomura Securities International, Inc., where he performed due diligence on and negotiated the financing of commercial mortgage packages in preparation for securitization. Mr. Outland holds an MBA from Harvard Business School and a bachelor’s degree in Chemical Engineering from Georgia Institute of Technology. Mr. Outland is nominated 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders The following is a brief biography of each director nominee with a term expiring at the 2027 Annual Meeting of Stockholders. Michela A. English. Ms. English, age 76, has served as one of our directors since January 2013. Ms. English has also been a director of Gladstone Capital since June 2002, a director of Gladstone Investment since June 2005, and a director of Gladstone Commercial since August 2003 and as a trustee of Gladstone Alternative since July 2024. Ms. English is currently a private investor and serves as a director on multiple corporate and non-profit boards. Ms. English has served as a 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, and Ms. English served as President and Chief Executive Officer of Fight for Children from June 2006 to December 2016. From March 1996 to March 2004, Ms. English held several positions with Discovery Communications, Inc., including president of Discovery Consumer Products, president of Discovery Enterprises Worldwide and president of Discovery.com. From 1991 to 1996, Ms. English served as senior vice president of the National Geographic Society and was a member of the National Geographic Society’s Board of Trustees and Education Foundation Board. Prior to 1991, Ms. English served as vice president, corporate planning and business development for Marriott Corporation (Nasdaq: MAR) and as a senior engagement manager for McKinsey & Company. Ms. English currently serves as a director of the District of Columbia Public Education Fund, the Corcoran Gallery of Art, the VIMS Foundation Board, and Sweet Briar College. Ms. English is a former director of the Hershey Trust Company, the Milton Hershey School, the Educational Testing Service (ETS) and the D.C. Preparatory Academy. Ms. English holds a Bachelor of Arts in International Affairs from Sweet Briar College and a Master of Public and Private Management degree from the Yale University School of Management. Ms. English was selected to serve as an independent director on our Board due to her greater than 20 years of senior management experience at various corporations and non-profit organizations. Katharine C. Gorka. Ms. Gorka, age 65, has served as our director and as a director of Gladstone Investment, Gladstone Capital and Gladstone Commercial since August 2024 and as a trustee of Gladstone Alternative since August 2024. Ms. Gorka is the President of Threat Knowledge Group, which provides training and expertise on threats to U.S. national security. She is also President of Revere Pay, Inc. and serves as the chair of the Fairfax County Republican Party. Ms. Gorka previously served as a Senior Policy Advisor in the Office of Policy at the U.S. Department of Homeland Security from 2017 until 2020. In 2020, Ms. Gorka served as Press Secretary for U.S. Customs and Border Protection, and from 2020 to 2022 she served as the Director for the Civil Society at The Heritage Foundation. Ms. Gorka graduated from the University of North Carolina at Chapel Hill with highest honors in 1978 and received her M.Sc. in Economics with Distinction from the London School of Economics in 1987. 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. Anthony W. Parker. Mr. Parker, age 80, has served as one of our directors since January 2013. Mr. Parker has also been a director of Gladstone Capital since August 2001, a director of Gladstone Investment since June 2005, a director of Gladstone Commercial since August 2003 and as a trustee of Gladstone Alternative since July 2024. Mr. Parker founded Parker Tide Corp. in 1997 and served as Chairman of the Board from 1997 until 2024. Parker Tide is a government contracting company providing human resources, procurement and adjudication services to the federal government, with projects in 12 different states. From 1992 to 1996, Mr. Parker was chairman of Capitol Resource Funding, Inc., a commercial finance company. Mr. Parker practiced corporate and tax law for over 15 years – from 1980 to 1983 at Verner, Liipfert, Bernhard & McPherson, and in private practice from 1983 to 1992. From 1973 to 1977, Mr. Parker served as executive assistant to the administrator of the U.S. Small Business Administration. Mr. Parker is also the President of the Naval Academy Sailing Foundation, a 501(c)(3) not-for-profit corporation located in Annapolis, Maryland, a former director of the Bishop Walker School, a part of the Episcopal diocese of Washington, D.C. and former vice chairman of the Board of Overseers, U.S. Naval Academy. Mr. Parker was also the former Treasurer of the Republican National Committee from 2011 to 2019. Mr. Parker received his J.D. and Masters in Tax Law from Georgetown Law Center and his undergraduate degree from Harvard College. Mr. Parker was selected to serve as an independent director on our Board due to his expertise and wealth of experience in the field of corporate taxation. Mr. Parker’s knowledge of corporate tax was instrumental in his appointment as chairman of our Audit Committee.
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders The following is a brief biography of each director with a term expiring at the 2028 Annual Meeting of Stockholders. Walter H. Wilkinson, Jr. Mr. Wilkinson, age 80, has served as our director and as a director of Gladstone Investment, Gladstone Capital and Gladstone Commercial since October 2014 and as a trustee of Gladstone Alternative since July 2024. In addition, Mr. Wilkinson has served as chairman of the Valuation Committee for each of the Company, Gladstone Investment, Gladstone Capital and Gladstone Commercial since January 2022. Mr. Wilkinson is the founder and was a general partner of Kitty Hawk Capital, a venture capital firm established in 1980 and based in Charlotte, North Carolina, from its founding through 2016. He has served on the board of the North Carolina State University Foundation and has previously served as Chairman of its Graduate School Advisory Board where he endowed the Wilkinson Research Ethics Fellowship. For many years he served on the board and as chairman of the finance committee of the Ben Craig Center, a business incubator affiliated with the University of North Carolina at Charlotte. He is a past member and director of the National Venture Capital Association and is a past member and Chairman of the National Association of Small Business Investment Companies. Mr. Wilkinson was the founding Chairman of the Carolinas Chapter of the National Association of Corporate Directors (NACD), and served on its board of directors from 2013 through December 2015, and has been a NACD Leadership Fellow, having completed the NACD’s program for corporate directors and its continuing educational requirements to maintain this level of recognition. Mr. Wilkinson served as a director of R.F. Micro Devices, Inc. (Nasdaq: RFMD) from 1992, serving as its Chairman of its board of directors from July 2008, until its $11 billion merger with Triquint Semiconductor, Inc. (Nasdaq: TQNT) in January 2015 to form QORVO (Nasdaq: QRVO). He served as Lead Independent Director for QORVO from January 2015 until August 2018. During his many years of service on the RFMD and QORVO boards, he served on and chaired both the Compensation and Governance and Nominating Committees for various periods. Mr. Wilkinson also serves or has served as a director of numerous venture-backed companies, both public and private. Mr. Wilkinson is a graduate of North Carolina State University (BS) and the Harvard Graduate School of Business Administration (MBA). 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. Paula Novara. Ms. Novara, age 56, has served as our director and as a director of Gladstone Investment, Gladstone Capital and Gladstone Commercial since October 2022 and as a trustee of Gladstone Alternative since July 2024. Ms. Novara has been the Head of Resource Management of the Company, Gladstone Investment, Gladstone Capital and Gladstone Commercial since each company’s founding. Ms. Novara is also Head of Human Resources, Facilities & Office Management and IT at the Adviser. 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 its corporate Human Resources department. Ms. Novara is certified through the Society for Human Resource Management as a Professional in Human Resources, holds an MA from Marymount University in Human Resources Management and a BA in Spanish and French from St. Mary’s College of Notre Dame. Ms. Novara is also fluent in Italian, Spanish and French. Ms. Novara was selected to serve as a director on our Board due to her over 15 years of experience in human resources, compensation and people management, including her in-depth knowledge of our Company. The Company also believes she increases the diversity of views to the overall benefit of the Board.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows for the fiscal year ended December 31, 2025, certain information with respect to the compensation of our non-executive directors:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Total ($) | | Michela A. English | 44,000 | 44,000 | | Katharine C. Gorka | 45,000 | 45,000 | | John H. Outland | 59,000 | 59,000 | | Anthony W. Parker | 55,500 | 55,500 | | Walter H. Wilkinson, Jr. | 51,000 | 51,000 |
DIRECTOR COMPENSATION
For the fiscal year ended December 31, 2025, as compensation for serving on our Board, each of our independent directors received an annual fee of $31,000, 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 for his additional service in this capacity. The chairpersons of the Compensation Committee and Valuation Committee each received an annual fee of $3,000 for his additional services in this capacity, and the chairperson of the Ethics Committee received an annual fee of $1,000 for her additional service in this capacity. In addition, we reimburse our directors for their reasonable out-of-pocket expenses incurred in connection with their Board service, including those incurred for attendance at 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 on our Board. As such, Mr. Gladstone and Ms. Novara, each of whom is a director who also serves as one of our officers, does not receive any consideration for his or her service on our Board. Our Board may change the compensation of our independent directors in its discretion upon the recommendation of our Compensation Committee. None of our independent directors received any compensation from us during the fiscal year ended December 31, 2025, other than for Board or committee service and meeting fees.