John H. Outland
About John H. Outland
Independent director of Gladstone Investment Corporation (GAIN) since 2005; age 79 as of the 2025 proxy. Background: private investor since June 2006; recognized by the board as having 20+ years of real estate and mortgage industry experience and qualifying as an “audit committee financial expert.” Tenure: 20 years on GAIN’s board; part of the Gladstone fund complex boards across multiple entities. Independence: affirmed by the board under Nasdaq/1940 Act standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gladstone Investment (GAIN) | Director | 2005–present | Audit member; Compensation Chair; Ethics member; Valuation member; recognized audit committee financial expert |
| Private Investor | Principal | June 2006–present | Experience in real estate/mortgage; basis for board qualification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gladstone Commercial Corporation | Director | Past 5 years | Part of Gladstone fund complex; audit/comp committee service across complex |
| Gladstone Capital Corporation | Director | Past 5 years | Fund complex interlock; audit/comp committee service |
| Gladstone Land Corporation | Director | Past 5 years | Fund complex interlock; audit/comp committee service |
| Gladstone Acquisition Corporation | Director | Past 5 years | SPAC; role listed in proxy’s “past five years” |
| Gladstone Alternative Income Fund | Director | Past 5 years | Interval fund; fund complex interlock |
Board Governance
- Board independence: Outland is one of five independent directors; independence affirmed annually under Nasdaq/1940 Act .
- Attendance: Board met 5 times in FY2025; each director attended at least 75% of board and committee meetings; independent directors held 4 executive sessions .
- Annual meeting engagement: None of the directors attended the 2024 Annual Meeting of Stockholders (red flag for engagement) .
- Leadership: Combined Chair/CEO (David Gladstone) with Lead Independent Director role (Walter H. Wilkinson Jr. in 2025; previously Paul W. Adelgren in 2024) .
| Committee | FY2024 Membership | FY2025 Membership |
|---|---|---|
| Audit | Member | Member |
| Compensation | Chair | Chair |
| Ethics, Nominating & Corporate Governance | Member | Member |
| Valuation | Member | Member |
| Executive/Offering | Not listed as member | Not listed as member |
Fixed Compensation
- Structure: Annual cash retainer $25,000; $1,000 per board meeting; $1,000 per committee meeting when held on a non-board day; chair fees: Audit $7,500, Compensation $3,000, Valuation $3,000, Ethics $1,000; expense reimbursement; no equity grants to directors .
- FY2025 director compensation: Company aggregate $52,000 for Outland; total across fund complex $245,000 .
- FY2024 director compensation: Company aggregate $53,000 for Outland; total across fund complex $205,000 .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Company Aggregate Compensation ($) | 53,000 | 52,000 |
| Total Compensation from Company + Fund Complex ($) | 205,000 | 245,000 |
| Compensation Mix | 100% cash (retainer, meeting, chair fees); no equity | 100% cash; no equity |
Performance Compensation
- Directors do not receive performance-based incentives; no equity incentive plans; no stock-based awards; no salaries/bonuses paid by GAIN to directors; say-on-pay not applicable due to external management model .
| Performance Metric Tied to Director Pay | Status |
|---|---|
| Revenue growth, EBITDA, TSR, ESG goals | Not applicable; no performance-based director compensation disclosed |
Other Directorships & Interlocks
| External Board | Role | Interlock Type |
|---|---|---|
| Gladstone Commercial | Director | Affiliate fund complex interlock |
| Gladstone Capital | Director | Affiliate fund complex interlock |
| Gladstone Land | Director | Affiliate fund complex interlock |
| Gladstone Acquisition | Director | Affiliate SPAC; past five years |
| Gladstone Alternative Income Fund | Director | Affiliate interval fund |
- Committee service across affiliates: Outland served on audit and compensation committees across Gladstone Capital, Gladstone Commercial, Gladstone Land, and Gladstone Alternative; board determined simultaneous service does not impair effectiveness .
Expertise & Qualifications
- Industry/functional expertise: 20+ years in real estate and mortgage; designated audit committee financial expert (SEC definition) .
- Board qualifications cited by Ethics Committee: financial literacy, integrity, time commitment, ability to exercise judgment, and stockholder alignment .
Equity Ownership
- Beneficial ownership in GAIN: 6,579 shares as of June 4, 2025; <1% of outstanding shares (36,897,283) . Dollar range: $50,000–$100,000 .
- Beneficial ownership in affiliate entities (as of June 4, 2025): Gladstone Capital 2,375 shares; Gladstone Commercial 4,065 shares; Gladstone Land 2,315 shares; Gladstone Alternative: none .
| Holding | As-of Date | Shares | Ownership % |
|---|---|---|---|
| GAIN Common | Jun 4, 2025 | 6,579 | <1% |
| Gladstone Capital (GLAD) | Jun 4, 2025 | 2,375 | <1% |
| Gladstone Commercial (GOOD) | Jun 4, 2025 | 4,065 | <1% |
| Gladstone Land (LAND) | Jun 4, 2025 | 2,315 | <1% |
| Gladstone Alternative Income Fund | Jun 4, 2025 | — | <1% |
- Pledging/hedging: Proxy identifies pledged shares for certain directors; no pledging disclosed for Outland in GAIN or affiliates .
Governance Assessment
- Committee leadership and expertise: As Compensation Committee Chair and audit committee financial expert, Outland is central to oversight of the externally managed fee structure and financial reporting integrity—positive for board effectiveness .
- Independence and attendance: Independence affirmed; ≥75% meeting attendance; regular independent executive sessions—positive .
- Ownership alignment: Personal GAIN holdings and affiliate holdings exist but are modest (<1%); compensation is primarily cash without equity grants—neutral to mildly negative for “skin-in-the-game” alignment .
- Interlocks and potential conflicts: Extensive interlocks within the Gladstone fund complex (multiple boards and committees); the Adviser/Administrator are 100% indirectly owned by the Chair/CEO (David Gladstone), and the complex uses affiliate broker-dealer services. While policies require “required majority” approvals and audit pre-approvals, the structure poses inherent conflict risk; Outland’s leadership on Compensation (which reviews Adviser/Administrator fees) mitigates risk if exercised rigorously, but remains a monitoring point .
- Engagement signal: No director attended the 2024 annual meeting—RED FLAG for shareholder engagement; investors may seek improved participation at annual meetings .
RED FLAGS
- No director attendance at the 2024 Annual Meeting of Stockholders .
- Fund complex interlocks and external management structure (Adviser/Administrator controlled by Chair/CEO) create potential conflicts; continued scrutiny of fee reviews and related-party policies warranted .
- Director compensation is cash-only with limited ownership—monitor alignment versus peer governance norms .
Positive Signals
- Outland’s audit committee financial expert designation and leadership of Compensation Committee .
- Independent director executive sessions held regularly; independence affirmed annually .
Note: Insider trading transactions for John H. Outland were not disclosed in the proxy materials reviewed; no Form 4 data presented here.