David A.R. Dullum
About David A.R. Dullum
David A.R. Dullum, age 77, serves as President of Gladstone Investment Corporation (GAIN) and has held this role since April 2008; he is also an executive at the external adviser, Gladstone Management Corporation, where he is Executive Vice President of Private Equity (Buyouts) . GAIN is externally managed; the Adviser runs day-to-day operations and compensation is paid by the Adviser/Administrator, not by GAIN, which limits direct company‑level disclosure of his pay and performance‑pay linkages . Company‑level TSR or Dullum‑specific revenue/EBITDA performance attributions are not disclosed in the proxy materials; we therefore do not speculate .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gladstone Investment Corporation (GAIN) | President | Apr 2008–present | Executive leadership of an externally managed BDC focused on lower middle market debt/equity; President role alongside Adviser-led day-to-day operations . |
| Gladstone Management Corporation (Adviser) | EVP, Private Equity (Buyouts) | As of Oct 2023 (current) | Senior investing leadership at the Adviser that manages GAIN’s investing activities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | — | — | No Dullum public company directorships disclosed in GAIN’s proxy/8‑Ks . |
Fixed Compensation
None of GAIN’s executive officers, including the President, receive direct compensation from GAIN; all are employees of the external Adviser/Administrator and paid there, so GAIN does not report salaries/bonuses/equity awards for executives .
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base salary | Not applicable (paid by Adviser) | Not applicable (paid by Adviser) | GAIN reports no exec comp tables due to external management . |
| Target bonus % | Not applicable | Not applicable | Not disclosed at company level . |
| Actual bonus paid | Not applicable | Not applicable | Not disclosed at company level . |
Company-level fees paid to external manager (context for management pay pool at Adviser):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees to Adviser (net of credits) ($) | $21.3 million | $23.7 million |
| Fees to Administrator ($) | $1.8 million | $1.9 million |
| Loan servicing fees credited back to GAIN ($) | $9.1 million | $9.6 million |
| Fees paid by portfolio companies to Gladstone Securities (affiliate) ($) | $0.3 million | $2.0 million |
Performance Compensation
GAIN does not grant PSUs/RSUs/options to executives; instead, the Adviser is paid an incentive fee based on company performance, which economically funds management’s variable pay at the Adviser .
External management incentive framework (Advisory Agreement):
| Metric | Weighting | Target/Threshold | Actual (formula) | Payout | Vesting |
|---|---|---|---|---|---|
| Pre‑incentive fee Net Investment Income (NII) vs hurdle | Not a % weighting; formula-based | Hurdle = 1.75% of prior‑quarter net assets per quarter (7% annualized) | If NII ≤ hurdle → no fee; catch-up 100% from hurdle to 2.1875% (8.75% annualized); above 2.1875% paid at 20% | 0%/100% catch‑up/20% of excess as specified | Quarterly, paid in arrears |
| Capital gains incentive | Not a % weighting; formula-based | Cumulative realized gains net of realized losses and unrealized depreciation must be positive | 20% × (cumulative realized gains − cumulative realized losses − aggregate unrealized depreciation) less prior capital gains fees | 20% if above zero | Annual, in arrears (or at termination) |
Notes
- GAIN discloses no executive-specific vesting schedules, grant dates, or equity awards for Dullum because it has no equity incentive plan for company executives .
- Say‑on‑pay is not required or provided due to external management .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Dullum) | Not disclosed in the beneficial ownership tables; the tables list directors and certain officers, but do not include a line item for Dullum in 2024 or 2025 . |
| Ownership as % of shares outstanding | Not disclosed for Dullum . |
| Vested vs unvested shares; options | Not disclosed for Dullum; GAIN has no executive equity incentive plan . |
| Shares pledged | No pledging disclosed for Dullum; certain directors have pledged small amounts (e.g., English 1,388 shares), but this is not attributable to Dullum . |
| Ownership guidelines | Not disclosed for executives . |
| Hedging/derivatives policy | Insider policy prohibits short sales and options/derivative transactions in GAIN or affiliate funds (reduces hedging misalignment risk) . |
Employment Terms
| Term | Detail |
|---|---|
| Employer | Gladstone Management Corporation (external Adviser) for President role; executives are Adviser/Administrator employees . |
| GAIN start date | President since April 2008 . |
| Contract term/expiration | Not disclosed for Dullum; as a company, the Advisory Agreement is renewed annually after an initial term and can be terminated with 60 days’ notice; it also terminates upon “assignment” under the 1940 Act . |
| Severance / CIC economics | Not disclosed for Dullum at GAIN; as externally managed, severance/change‑in‑control provisions for executives are not reported at the company . |
| Change‑of‑control context | 2023 special meeting approved a new Advisory Agreement in anticipation of a change in control of the Adviser via a Voting Trust; fee and service terms remained unchanged; continuity of services was emphasized . |
| Non‑compete / non‑solicit | Not disclosed for Dullum at GAIN . |
| Clawbacks | Not disclosed for company executives; indemnification/limitations of liability for Adviser/Administrator are described in agreements . |
Board Governance (context for compensation oversight)
- Compensation Committee oversees the Advisory and Administration Agreements, reviewing fee reasonableness and performance, and recommends renewals; it does not set executive pay since executives are not paid by GAIN .
- FY2025 Compensation Committee: John H. Outland (Chair), Walter H. Wilkinson Jr., Katharine C. Gorka; alternates: Anthony W. Parker, Michela A. English .
- Board/committee meetings in FY2025: Board met 5 times; Audit 8, Compensation 4, Ethics 4, Valuation 4; independent directors held 4 executive sessions .
Related Party, Fee Structure, and Alignment Considerations
- Base management fee: 2.0% of average gross assets (excluding uninvested borrowings), payable quarterly; Adviser also earns the incentive fees described above .
- Credits: Adviser credits 100% of loan servicing fees and certain portfolio company service fees against the base management fee (e.g., $9.6m loan servicing credited in FY2025; $9.1m in FY2024) .
- Affiliate economics: Portfolio companies paid $2.0m to Gladstone Securities in FY2025 and $0.3m in FY2024 for investment banking; these do not reduce company fees to the Adviser .
- Ownership/control: Adviser and Administrator are 100% indirectly owned by David Gladstone (CEO/Chair of GAIN), creating inherent related‑party considerations; conflict policy requires “required majority” approvals for affiliate transactions .
Performance & Track Record
- GAIN’s proxies do not provide Dullum‑specific TSR, revenue, or EBITDA attribution; the Board has historically reviewed company performance when approving advisory arrangements (special meeting 2023) .
- No failures/controversies involving Dullum are disclosed in the reviewed proxies and 8‑Ks .
Investment Implications
- Pay-for-performance visibility: Because executives (including Dullum) are paid at the Adviser, there is no granular, executive‑level pay disclosure at GAIN; alignment is instead mediated through the advisory fee design (NII hurdle/catch‑up and realized capital gains fee) . This structure rewards income generation and realizations but also embeds a 2% AUM fee that can incentivize asset growth, a common BDC trade‑off .
- Retention risk: Employment terms for Dullum at the Adviser are not disclosed; GAIN has no company‑level severance/CIC for executives. Continuity risk is mitigated at the company level via the Advisory Agreement (renewable/terminable framework) but individual retention levers are opaque .
- Insider alignment: Dullum’s direct equity holdings are not disclosed in the beneficial ownership tables, limiting assessment of “skin‑in‑the‑game”; however, insider policy restricts shorting/derivatives, which curtails hedging misalignment .
- Governance and fee oversight: Independent directors oversee Adviser/Administrator fees annually; Adviser credits reduce headline fees, and FY2025 fee levels increased with activity (context for management pay pool at Adviser) .
- Net: For trading signals, absence of Form 4 ownership/selling data on Dullum in the proxy constrains insider‑pressure read‑through; investors should monitor future filings for Adviser changes, Advisory Agreement renewals, and related‑party fee credits as leading indicators of alignment and profitability .
Key documents referenced: 2025 DEF 14A (executive comp structure, ownership tables, committees), 2024 DEF 14A (historical fee levels/credits), 2023 special meeting DEF 14A (Advisory Agreement change‑in‑control continuity), and 2024 8‑Ks (leadership changes unrelated to Dullum) .