Paula Novara
About Paula Novara
Paula Novara (age 56) is an interested director of Gladstone Investment Corporation (GAIN) and Head of Resource Management, with responsibilities spanning Human Resources, Facilities & Office Management, and IT across the Gladstone fund complex; she has served on GAIN’s board since October 2022 and her current term expires at the 2027 Annual Meeting . Under the Investment Company Act §2(a)(19), she is classified as an “interested person” due to her officer roles and employment by the Adviser, and thus is not an independent director . Her prior experience includes HR and operations roles at WMF Group, Prudential Financial (consultant), TREEV (1996–1997), and Environmental Products Corporation (1992–1996) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WMF Group | Assistant Vice President, Human Resources | Not disclosed | HR leadership |
| Prudential Financial | Consultant | Not disclosed | HR/consulting |
| TREEV (public imaging software vendor) | Employee | 1996–1997 | Operations/HR |
| Environmental Products Corporation | Corporate HR | 1992–1996 | Corporate HR |
| Gladstone Investment Corporation | Head of Resource Management (officer) | Since company’s founding | HR, Facilities, IT oversight |
External Roles
| Company | Role | Tenure/Notes | Fund Complex Oversight |
|---|---|---|---|
| Gladstone Commercial Corporation | Director | Listed as other public company directorship | 3 portfolios overseen (FY2025 table) |
| Gladstone Land Corporation | Director | Listed as other public company directorship | 3 portfolios overseen |
| Gladstone Capital Corporation | Director | Listed as other public company directorship | 3 portfolios overseen |
| Gladstone Alternative Income Fund | Director | Added by FY2025 | 3 portfolios overseen |
Board Governance
- Independence: Not independent; classified as an “interested person” under the 1940 Act due to officer status and employment by the Adviser .
- Committee assignments: None; committee membership tables for FY2025 and FY2024 show no committee roles for Novara (Audit, Compensation, Ethics/Nominating, Executive, Offering, Valuation) .
- Board meeting cadence and attendance: Board met 5 times in FY2025; each director attended at least 75% of Board and relevant committee meetings; independent directors held 4 executive sessions in FY2025 . In FY2023, the Board met 4 times and independent directors held 4 executive sessions .
- Leadership structure: Combined Chair/CEO (David Gladstone) with a Lead Independent Director; Lead Independent Director is Walter H. Wilkinson, Jr. in FY2025 (previously Paul W. Adelgren in FY2024) .
| Committee (FY2025) | Chair | Novara Member? | Meetings (FY2025) |
|---|---|---|---|
| Audit | Anthony W. Parker | — | 8 |
| Compensation | John H. Outland | — | 4 |
| Ethics | John H. Outland | — | 4 |
| Valuation | Walter H. Wilkinson, Jr. | — | 4 |
| Executive | David Gladstone | — | — |
| Offering | Anthony W. Parker | — | — |
Fixed Compensation
- Policy: GAIN pays independent directors an annual fee and per-meeting fees; chair fees vary by committee. Officers (including Novara) receive no compensation for board service; executive officers do not receive compensation from GAIN for serving as directors .
- FY2025 independent director fee schedule: $25,000 annual retainer; $1,000 per Board meeting; $1,000 per committee meeting (if held on a different day); Audit Chair $7,500; Compensation Chair $3,000; Valuation Chair $3,000; Ethics Chair $1,000 .
- Novara’s director compensation from GAIN: $0 (officer; not eligible for director fees) .
| Component (FY2025) | Independent Director Schedule | Paula Novara |
|---|---|---|
| Annual Board retainer | $25,000 | Not eligible; $0 |
| Board meeting fees | $1,000/meeting | Not eligible; $0 |
| Committee meeting fees | $1,000/meeting (different day) | Not eligible; $0 |
| Audit Chair fee | $7,500 | N/A (not chair) |
| Compensation/Valuation Chair fees | $3,000 | N/A (not chair) |
| Ethics Chair fee | $1,000 | N/A (not chair) |
Performance Compensation
- As an externally managed BDC, GAIN has no equity incentive plans, salaries, bonuses, or stock-based awards at the company level; Say-on-Pay is not required. Officers are employed and compensated by the Adviser/Administrator, not by GAIN; specific individual compensation terms are not disclosed in the proxy .
| Metric/Instrument | Status at GAIN | Paula Novara (Director capacity) |
|---|---|---|
| RSUs/PSUs | None; no equity incentive plan | Not applicable |
| Options | Prohibited to short or use derivatives under Insider Trading Policy; no company option plans | Not applicable |
| Bonus / Performance metrics | Not applicable (no employees at GAIN) | Not applicable |
| Say-on-Pay | Not required | Not applicable |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Gladstone Commercial | Director | Shared governance across Gladstone funds; interlocks within fund complex can centralize influence |
| Gladstone Land | Director | Same as above |
| Gladstone Capital | Director | Same as above |
| Gladstone Alternative Income Fund | Director | Same as above |
Expertise & Qualifications
- Selected for board due to in-depth knowledge of GAIN and integral role in operations since inception; adds diversity of views to the board .
- Functional expertise: Human Resources, facilities/office management, IT, and resource management across the fund complex .
Equity Ownership
| Holder | Shares Owned | % Outstanding | Dollar Range (Director Disclosure) | Pledged as Collateral |
|---|---|---|---|---|
| Paula Novara | 1,333 | <1% (based on 36,897,283 shares) | $10,000–$50,000 | None disclosed (no footnote) |
- Insider Trading Policy prohibits short sales and trading in options/warrants/derivatives on GAIN or fund complex securities, reinforcing alignment expectations .
Governance Assessment
- Independence and conflicts: Novara is an interested director and officer employed by the Adviser, which presents inherent conflict-of-interest considerations in an externally managed BDC where the company pays significant advisory and administration fees ($23.7 million and $1.9 million in FY2025) . This structure reduces independence on matters involving the Adviser, though the board maintains a Lead Independent Director and independent-only committees .
- Committee roles and oversight: Novara does not serve on any board committees; key oversight committees (Audit, Compensation, Ethics/Nominating, Valuation) are composed of independent directors, which mitigates some conflict risk in formal oversight channels .
- Attendance and engagement: Board met five times in FY2025 and each director attended ≥75% of board/committee meetings; independent directors held four executive sessions, indicating structured oversight and engagement (though individual attendance percentages are not disclosed) .
- Ownership alignment: Novara’s stake (1,333 shares; $10k–$50k disclosed range) is modest; no pledging disclosed, which avoids a common red flag . Insider policy bans hedging/short positions, supporting alignment .
- Compensation: She receives no director fees from GAIN due to officer status; compensation as an employee is through the Adviser and not disclosed in the proxy, limiting visibility into pay-for-performance alignment at the individual level .
RED FLAGS
- Not independent (“interested person” under 1940 Act) with employment ties to the Adviser; potential conflicts on advisory matters .
- Externally managed structure with material fees to Adviser/Administrator ($23.7m/$1.9m in FY2025), elevating related-party exposure and alignment scrutiny .
Positive Signals
- No committee membership mitigates direct influence over audit/compensation/valuation decisions .
- Attendance threshold met and independent executive sessions held, supporting board process integrity .
- No pledging disclosed; strict insider policy against shorting/derivatives .