Michela A. English
About Michela A. English
Michela A. English (age 75) is an independent director of Gladstone Investment Corporation (GAIN), serving since 2005, with her current term expiring at the 2026 annual meeting . The Board cites her more than twenty years of senior management experience across corporations and non-profits as core credentials; she also serves as an audit committee financial expert under SEC rules . The Board has affirmatively determined she is independent under Nasdaq standards and the Investment Company Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gladstone Investment Corporation (GAIN) | Director (Independent) | Director since 2005; term expires 2026 | Audit Committee member; Audit Committee Financial Expert |
| Various non-profit boards | Director | Not disclosed | Described as “Director on multiple non-profit boards” |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gladstone Capital Corporation | Director | Not disclosed | Serves on audit committee |
| Gladstone Commercial Corporation | Director | Not disclosed | Serves on audit committee |
| Gladstone Land Corporation | Director | Not disclosed | Serves on audit committee |
| Gladstone Alternative Income Fund | Director | Not disclosed | Serves on audit committee |
| Gladstone Acquisition Corporation (prior) | Director | Within last five years (as listed) | Not specified in committee detail for Ms. English |
Board Governance
- Independence: Board determined Ms. English is independent under Nasdaq rules; not an “interested person” under the 1940 Act .
- Attendance: In FY2025, each director attended at least 75% of board and applicable committee meetings; independent directors held four executive sessions .
- Committee assignments (FY2025): Audit Committee member; alternate member for Compensation and Ethics Committees; Audit Committee Financial Expert .
- Lead Independent Director: Walter H. Wilkinson, Jr. .
| Governance Item | Detail |
|---|---|
| Committee memberships | Audit Committee – Member |
| Committee chair roles | None (not a chair) |
| Alternate roles | Compensation (alternate); Ethics/Nominating (alternate) |
| Audit Committee Financial Expert | Yes (qualifies under SEC rules) |
| Independence status | Independent (Nasdaq and 1940 Act) |
| FY2025 attendance | ≥75% of Board/committee meetings |
| Independent director executive sessions | 4 sessions in FY2025 |
| Lead Independent Director (Board) | Walter H. Wilkinson, Jr. |
Fixed Compensation
GAIN pays independent directors a cash-based structure; no equity program is disclosed for directors.
| Component (FY2025) | Amount/Policy |
|---|---|
| Annual cash retainer | $25,000 for independent directors |
| Board meeting fee | $1,000 per Board meeting attended |
| Committee meeting fee | $1,000 per committee meeting attended when on a different day than the Board meeting |
| Committee chair fees | Audit Chair $7,500; Compensation Chair $3,000; Valuation Chair $3,000; Ethics Chair $1,000 (not applicable to Ms. English) |
| Ms. English – Aggregate compensation from GAIN (FY2025) | $37,000 |
| Ms. English – Total from GAIN fund complex (FY2025) | $181,500 (includes compensation from Gladstone Capital, Gladstone Alternative, Gladstone Commercial, and Gladstone Land) |
Performance Compensation
- Equity or performance-based compensation for directors is not disclosed; the Company states it has no equity incentive plan and provides no stock-based awards in its compensation framework (context provided in Executive Compensation section) .
- Say-on-Pay is not applicable given the externally managed structure; no employee salaries/bonuses paid by GAIN, and no company equity plan .
Other Directorships & Interlocks
| Company | Public/Listed | Role/Committee |
|---|---|---|
| Gladstone Capital Corporation | Public BDC | Director; Audit Committee member |
| Gladstone Commercial Corporation | Public REIT | Director; Audit Committee member |
| Gladstone Land Corporation | Public REIT | Director; Audit Committee member |
| Gladstone Alternative Income Fund | Public interval fund | Director; Audit Committee member |
| Gladstone Acquisition Corporation (SPAC, prior) | Public (within last 5 years) | Director (no committee detail for Ms. English) |
Note: Cross-board service across Gladstone entities may facilitate information flow but concentrates governance within the fund complex (Board maintains independence determinations) .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) .
- Over twenty years of senior management experience in corporate and non-profit organizations; long-standing board service since 2005 .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michela A. English (GAIN) | 1,388 | <1% | Includes 1,388 shares pledged as collateral in a margin account |
| Shares outstanding reference | 36,897,283 (as of June 4, 2025) | — | Basis for ownership table in proxy |
Cross-holdings in affiliated Gladstone entities (as disclosed):
- Gladstone Capital: 569 shares; includes 569 pledged as collateral .
- Gladstone Commercial: 1,761 shares; includes 1,761 pledged as collateral .
- Gladstone Land: 845 shares; includes 845 pledged as collateral .
Governance Assessment
Key findings
-
Strengths:
- Independent director and Audit Committee Financial Expert; serves on GAIN’s Audit Committee, supporting financial reporting oversight .
- Attendance at or above the 75% threshold; participation in executive sessions enhances independent oversight .
- Broad audit committee experience across related Gladstone entities could improve cross-entity oversight coherence .
-
Potential concerns / red flags:
- Pledged shares: Ms. English has pledged all 1,388 GAIN shares as margin collateral; similar pledging is disclosed at other Gladstone entities. Pledging can create misalignment/forced-sale risk in adverse markets .
- Annual meeting engagement: The company discloses that none of the directors attended the 2024 annual meeting (virtual format for 2025), which may be viewed as a shareholder engagement signal to monitor .
- Complex interlocks: Extensive cross-board service within the Gladstone complex is disclosed; Board maintains independence determinations and notes no impairment from simultaneous service, but investors may monitor for potential insularity risks .
Related-party and conflict controls
- Externally managed structure with base and incentive fees to Adviser; Administrator reimbursed for overhead; both indirectly owned by the CEO/Chairman (David Gladstone). Conflict policies require “required majority” approval for related transactions; loan servicing fees credited against management fees; investment banking fees paid by portfolio companies to an affiliate do not affect advisory fees .
- No specific related-party transactions involving Ms. English are disclosed; general conflict policy and committee oversight apply .
Committee activity context (FY2025)
- Meeting counts: Audit (8), Compensation (4), Ethics (4), Valuation (4) .
- Audit Committee reported on independence, controls, and recommended 10-K inclusion; Ms. English is a signatory to the committee’s report .
Shareholder engagement and say-on-pay
- Investor relations and ESG outreach is noted; however, as an externally managed company, GAIN does not conduct say-on-pay .
Notes and Sources
- Director biography, age, tenure and other directorships .
- Independence, board/committee structure, attendance, executive sessions, Lead Independent Director .
- Committee memberships, roles, and meeting counts .
- Director compensation framework and Ms. English’s FY2025 compensation .
- Equity ownership and pledged shares .
- Related-party/conflict disclosures and controls .
- Annual meeting attendance note .