Katharine C. Gorka
About Katharine C. Gorka
Katharine C. Gorka (age 64) is an independent director of Gladstone Investment Corporation (GAIN), appointed August 22, 2024 to the class of 2027, with her current term expiring at the 2027 Annual Meeting of Stockholders . She is President of Threat Knowledge Group, President of Revere Pay, Inc., and Chair of the Fairfax County Republican Party; previously she served as Senior Policy Advisor in the Office of Policy at the U.S. Department of Homeland Security (2017–2020), Press Secretary for U.S. Customs and Border Protection (2020), and Director for the Civil Society at The Heritage Foundation (2020–2022). She graduated from UNC Chapel Hill (highest honors, 1978) and earned an M.Sc. in Economics (Distinction) from the London School of Economics (1987) . The Board cites her management expertise and strategic analysis as additive to Board diversity of views and effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security (Office of Policy) | Senior Policy Advisor | 2017–2020 | Policy analysis, national security (as disclosed) |
| U.S. Customs and Border Protection | Press Secretary | 2020 | Communications leadership |
| The Heritage Foundation | Director for the Civil Society | 2020–2022 | Civil society program leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Threat Knowledge Group | President | Current | National security training/expertise |
| Revere Pay, Inc. | President | Current | Corporate leadership |
| Fairfax County Republican Party | Chair | Current | Political leadership |
| Gladstone Commercial Corporation | Director | Current; listed among public company directorships | Compensation Committee member (FY25) |
| Gladstone Land Corporation | Director | Current; listed among public company directorships | Compensation Committee member (FY25) |
| Gladstone Capital Corporation | Director | Current; listed among public company directorships | Compensation Committee member (FY25) |
| Gladstone Alternative Income Fund | Director | Current; listed among public company directorships | Compensation Committee member (FY25) |
Board Governance
- Independence: The Board determined Ms. Gorka is independent under Nasdaq rules and the 1940 Act; five of seven directors are independent .
- Tenure: Director since 2024; term expires at the 2027 Annual Meeting .
- Committee assignments: Ethics, Nominating & Corporate Governance Committee Chair; Compensation Committee member .
- Attendance: Board met five times in FY2025; each director attended at least 75% of Board and relevant committee meetings; independent directors held four executive sessions .
- Annual meeting attendance: None of the directors attended the 2024 Annual Meeting of Stockholders (not Board meetings) .
- Lead Independent Director: Walter H. Wilkinson, Jr., presides over executive sessions and liaises between management and independent directors .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Ethics, Nominating & Corporate Governance | Chair | 4 |
| Compensation | Member | 4 |
Fixed Compensation
- Program (independent directors, FY2025): Annual retainer $25,000; $1,000 per Board meeting; $1,000 per committee meeting held on a non-Board day; chair fees—Audit $7,500; Compensation and Valuation $3,000; Ethics $1,000; out-of-pocket expenses reimbursed .
- Ms. Gorka’s FY2025 aggregate compensation from GAIN: $19,208 (joined mid-year, pro-rated) .
- Total compensation from GAIN and fund complex (affiliates) FY2025: $106,874 .
| Director | FY2025 Cash from GAIN ($) | FY2025 Total from Company & Fund Complex ($) |
|---|---|---|
| Katharine C. Gorka | 19,208 | 106,874 |
Performance Compensation
- No performance-based or equity compensation is disclosed for directors; compensation consists of fees for Board/committee service and chair roles. No RSUs/PSUs, options, or performance metrics are used in director pay .
Other Directorships & Interlocks
- Ms. Gorka concurrently serves on the boards of Gladstone Commercial, Gladstone Land, Gladstone Capital, and Gladstone Alternative, and on each of their compensation committees (FY2025). The GAIN Board determined this simultaneous service does not impair effectiveness on GAIN’s Compensation Committee .
- The proxy lists these Gladstone affiliates among “Other Public Company Directorships” for Ms. Gorka .
| Company | Board Role | Committee Role |
|---|---|---|
| Gladstone Commercial | Director | Compensation Committee (FY2025) |
| Gladstone Land | Director | Compensation Committee (FY2025) |
| Gladstone Capital | Director | Compensation Committee (FY2025) |
| Gladstone Alternative Income Fund | Director | Compensation Committee (FY2025) |
Expertise & Qualifications
- Management and strategic analysis expertise highlighted by the Ethics Committee and Board as enhancing oversight effectiveness and diversity of views .
- Education: UNC Chapel Hill (highest honors, 1978), LSE M.Sc. Economics (Distinction, 1987) .
- National security policy, communications leadership, and civil society program experience .
Equity Ownership
- Beneficial ownership in GAIN common stock as of June 4, 2025: — (none); percent of total common stock: <1% (star notation) .
- Dollar range of GAIN equity owned: — .
- No ownership disclosed in affiliate funds beyond amounts listed (for Gorka: none in Gladstone Capital, Gladstone Commercial, Gladstone Land, Gladstone Alternative) .
| Measure | Gorka Value |
|---|---|
| GAIN common shares owned | — |
| Ownership % of GAIN | <1% |
| Dollar range of GAIN equity owned | — |
| Shares pledged (GAIN or affiliates) | None disclosed for Gorka |
Governance Assessment
- Strengths: Independent status; Ethics Committee Chair; active participation with all directors meeting attendance thresholds; independent director executive sessions held; presence of a Lead Independent Director .
- Alignment watch-outs: No personal share ownership in GAIN as of June 4, 2025, which may weaken “skin-in-the-game” alignment relative to guidelines used at many issuers (GAIN’s proxy does not disclose director ownership guidelines) .
- Interlocks/conflict management: Extensive cross-directorships and compensation committee memberships across Gladstone affiliates could create perceived conflicts; however, the Board explicitly found no impairment and maintains a conflict-of-interest policy requiring a “required majority” approval for affiliate transactions, with detailed oversight by independent committees .
- Engagement red flag: None of the directors attended the 2024 Annual Meeting of Stockholders, which can be viewed negatively by some investors despite meeting attendance metrics being satisfactory during FY2025 .
- Auditor oversight and independence safeguards appear robust, with PwC fees disclosed and 100% pre-approval of services; Audit Committee composition is independent (not involving Gorka) .