Walter H. Wilkinson, Jr.

About Walter H. Wilkinson, Jr.

Walter H. Wilkinson, Jr. (age 79) is an independent director of Gladstone Investment Corporation (GAIN) serving since 2014, with his current term expiring at the 2027 Annual Meeting . He is the Board’s Lead Independent Director, responsible for presiding over executive sessions and acting as liaison between independent directors and management; the Board describes this structure as balancing strategic leadership with independent oversight . Wilkinson is the founder and former General Partner of Kitty Hawk Capital (1980–2016) and was selected for the Board for his 40+ year venture capital career; the Board also determined he qualifies as an “audit committee financial expert” under SEC rules .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Wilkinson is independent under Nasdaq BDC standards (i.e., not an “interested person” under the 1940 Act) .
• Committee assignments: Compensation Committee member; Ethics, Nominating & Corporate Governance Committee member; Valuation Committee Chair; alternate member of the Audit Committee .
• Lead Independent Director: Serves as LID, presides over executive sessions, consults on agendas, and facilitates communication; Board asserts this supports effective oversight given combined CEO/Chair structure .
• Attendance and engagement: The Board met five times in FY2025; each director attended ≥75% of aggregate Board and committee meetings; independent directors held four executive sessions. Notably, none of the directors attended the 2024 Annual Meeting of Stockholders (virtual 2025 meeting planned) .
• Financial expertise: Board determined he qualifies as an “audit committee financial expert” under SEC rules .

Committee matrix (FY2025):

Fixed Compensation

• Structure (FY2025): Cash annual retainer $25,000; $1,000 per Board meeting attended; $1,000 per committee meeting if on a day other than a Board meeting; committee chair fees—Audit $7,500, Compensation $3,000, Valuation $3,000, Ethics $1,000; reimbursement of reasonable out-of-pocket expenses .
• No equity compensation: Independent directors received only Board/committee service and meeting fees; no other compensation from GAIN in FY2025 .

Director-specific amounts (FY2025):

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Venture capital leadership: 40+ years helping start/expand companies across industries; cited by the Ethics Committee/Board as a key attribute for oversight .
• Financial expertise: Qualifies as an audit committee financial expert under SEC rules; Board assessed based on education and experience .
• Lead Independent Director experience: Governance role presiding over executive sessions and facilitating independent oversight .

Equity Ownership

Beneficial ownership in GAIN (as of June 4, 2025):

Reference data:

• Shares outstanding: 36,897,283 (June 4, 2025) .
• Ownership ranges table lists Wilkinson’s dollar range as “Over $100,000” .
• No pledging of GAIN shares disclosed for Wilkinson; pledge footnote pertains to another director .

Holdings in Gladstone affiliates (as of June 4, 2025):

Governance Assessment

• Positives

  • Board-designated independent director with strong VC background and audit committee financial expert status, enhancing oversight of valuation and financial reporting .
  • Lead Independent Director and Valuation Committee Chair—roles central to independent oversight and fair value governance in a BDC structure .
  • Attendance threshold met (≥75% of Board/committee meetings) and regular independent executive sessions (four in FY2025) support engagement .
  • Meaningful personal ownership in GAIN (35,814 shares; “Over $100,000” range) with no pledging disclosed—alignment signal .

• Watch items / potential red flags

  • None of the directors attended the 2024 Annual Meeting—an investor engagement concern; the 2025 meeting is virtual and encouraged, but attendance history matters for governance optics .
  • Extensive interlocks across the Gladstone Fund Complex (compensation committees and audit alternates) can raise independence optics; the Board explicitly concluded simultaneous service does not impair effectiveness, but investors should monitor for groupthink and fee oversight rigor .
  • Externally managed structure with Adviser/Administrator owned by the CEO (David Gladstone), incentive fee mechanics, and affiliated broker/dealer services present structural conflicts; oversight is via Compensation Committee reviews, Valuation Committee, and “required majority” approvals for related-party transactions—investors should track disclosure and outcomes of these reviews (e.g., net fees: ~$23.7M Adviser, ~$1.9M Administrator FY2025; loan servicing fees credited back; investment banking fees at affiliates) .

• Compensation alignment for directors

  • Cash-only fee structure (retainer, meeting fees, chair fees); no equity awards or performance-based components—limits pay-for-performance linkage but is common in externally managed BDCs; transparency of fee schedule is clear .
  • Wilkinson’s total FY2025 compensation from the broader complex ($206,000) reflects cross-entity service; monitor that committee judgments on Adviser/Administrator fees remain robust given aggregate compensation context .

Overall, Wilkinson’s deep investment experience, formal financial expertise, LID role, and valuation chairmanship support board effectiveness; independence determinations and conflict policies are in place, but externally managed structures and cross-complex interlocks warrant continued investor monitoring of fee reviews, valuation rigor, and shareholder engagement behaviors .