Michael LiCalsi
About Michael LiCalsi
Michael LiCalsi is General Counsel and Secretary of Gladstone Investment Corporation (GAIN), serving as General Counsel since 2009 and Secretary since 2012; he is also President of Gladstone Administration, LLC (the Administrator) since July 2013 and Managing Principal and Chief Legal Officer of Gladstone Securities, serving on its board of managers since October 2010. He is 55 years old in the 2025 proxy. In November 2024, following the COO’s retirement, GAIN disclosed LiCalsi would assume additional operational responsibilities while a search for a CIO proceeded. As an externally managed BDC, GAIN pays no direct executive compensation; all personnel are employed by its Adviser/Administrator (details below). Company performance over FY24–FY25 shows higher revenues but lower net income.
Company performance (fiscal years):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenues ($USD) | $3.605m* | $6.770m* |
| Net Income ($USD) | $85.305m | $65.319m |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gladstone Investment Corporation (GAIN) | General Counsel | 2009–present | Leads legal oversight for GAIN under external management model. |
| Gladstone Investment Corporation (GAIN) | Secretary | 2012–present | Corporate secretary functions for governance and shareholder matters. |
| Gladstone Administration, LLC (Administrator) | President | 2013–present | Oversees administrative services provided to GAIN under the Administration Agreement. |
| Gladstone Acquisition Corporation | General Counsel & Secretary | 2021–2022 | Legal leadership for SPAC affiliate. |
| GAIN (post-COO retirement) | Assumed additional operational responsibilities | Nov 2024 onward | Expanded operational scope during CIO search following COO retirement. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gladstone Securities, LLC (affiliate) | Managing Principal & Chief Legal Officer; Board of Managers | Since 2010 | Affiliate investment banking arm; paid $2.0m by portfolio companies in FY25; LiCalsi serves on board of managers. |
| Gladstone Capital, Gladstone Commercial, Gladstone Land, Gladstone Alternative (affiliated funds) | General Counsel and Secretary | Since 2009/2012 | Legal/secretarial roles across the Gladstone fund complex. |
Fixed Compensation
GAIN is externally managed and reports that none of its executive officers receive direct compensation from the company; all are employed by the Adviser (Gladstone Management Corporation) or the Administrator (Gladstone Administration, LLC). GAIN has no equity incentive plans and does not provide salaries, bonuses, or stock-based awards, and therefore does not hold Say‑on‑Pay votes or provide summary compensation tables.
Fees paid for services that fund personnel (including LiCalsi via the Administrator):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees to Adviser (net of credits) | ~$21.3m | ~$23.7m |
| Fees to Administrator | ~$1.8m | ~$1.9m |
| Loan servicing fees credited back against base management fee | — | ~$9.6m credited back in FY25 |
Notes:
- Insider Trading Policy prohibits short sales and trading in options/derivatives on GAIN and affiliated funds.
Performance Compensation
- Not applicable at company level: GAIN discloses no company equity incentive plans, no stock-based awards, and no direct salaries/bonuses for executive officers; all compensation occurs at the Adviser/Administrator level and is not disclosed in GAIN’s proxy.
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Total beneficial ownership (GAIN common) | LiCalsi is not individually listed in the “Security Ownership of Certain Beneficial Owners and Management” tables in the 2024 or 2025 proxies, suggesting holdings below tabular thresholds; specific count/percent not reported. |
| Ownership as % of shares outstanding | Not reported for LiCalsi (see above). |
| Pledging/Hedging | Company Code prohibits derivatives/short sales; no pledging disclosure specific to LiCalsi noted. |
| Stock ownership guidelines | No executive ownership guideline disclosure for LiCalsi found in proxies. |
Related-party and alignment context:
- Gladstone Securities (affiliate where LiCalsi serves on board of managers) received $2.0m in fees from portfolio companies in FY25; Company states these do not affect Adviser fees paid by GAIN and are subject to conflict-mitigation policies requiring “required majority” approvals under the 1940 Act.
Employment Terms
| Term | Disclosure |
|---|---|
| Employer | Employed by Adviser/Administrator; not by GAIN (GAIN has no employees). |
| Compensation vehicle | Through Adviser/Administrator; GAIN does not pay salaries, bonuses, or stock awards. |
| Severance / Change-of-Control | No individual severance or change‑of‑control terms for LiCalsi disclosed in GAIN’s proxy (any such terms, if any, would be at Adviser/Administrator level and not reported by GAIN). |
| Clawback / Tax gross‑ups | No company-level executive clawback, tax gross‑ups, or perquisite disclosures (GAIN has no executive compensation program). |
| Indemnification | Indemnification for officers to fullest extent under Delaware law; exclusions for willful misfeasance, bad faith, gross negligence, or reckless disregard; similar protections in Advisory/Administration Agreements. |
| Insider trading policy | Prohibits short sales and derivatives on GAIN/fund securities; designed to promote compliance with insider trading laws. |
Investment Implications
- Pay-for-performance linkage: Because LiCalsi’s compensation occurs at the Adviser/Administrator and GAIN has no executive equity plan, direct alignment with GAIN shareholders via company equity or performance metrics is limited; monitoring Adviser/Administrator incentive structures and fee credits (e.g., loan servicing fee credits) is more relevant to assessing alignment.
- Retention risk: Long tenure (GC since 2009; President of Administrator since 2013) and expanded operational scope after the COO’s retirement suggest institutional importance and continuity; individual employment terms are not disclosed by GAIN (retention levers reside with Adviser/Administrator).
- Trading signals/overhang: No company equity awards, vesting schedules, or option overhang exist at GAIN; insider trading policy restricts hedging/derivatives, reducing potential selling pressure from hedging or vesting‑related sales.
- Governance and conflicts: LiCalsi’s board role at Gladstone Securities coincides with affiliate fees from portfolio companies, but GAIN discloses conflict‑mitigation policies requiring “required majority” approvals; continued oversight of affiliate transactions and fee credits remains a focus area.
Sources: GAIN DEF 14A (2025, 2024); 8‑K (Nov 15, 2024); GAIN 10‑K citations via S&P Global in financials table.