Gary Gerson
About Gary Gerson
Gary Gerson, age 59, is Chief Financial Officer of Gladstone Commercial (GOOD). He was appointed interim CFO on March 2, 2021 (effective March 26, 2021) and became CFO on June 4, 2021 . He is a CFA charterholder and a CPA (Virginia), with a B.S. from the U.S. Naval Academy and an MBA from Yale University . During his tenure, Gladstone Commercial has remained externally managed, with executive services provided by the Adviser and Administrator rather than direct company employment; the company does not maintain an equity incentive plan for executives and does not report executive pay details or a Say‑on‑Pay vote .
Company performance during CFO tenure
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | 137,688,000 | 148,981,000 | 147,584,000 | 149,388,000 |
| EBITDA ($USD) | 92,024,000* | 100,863,000* | 101,302,000* | 102,508,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spotted Hawk Development Company, LLC (Apollo Investment Corp. portfolio) | Chief Financial Officer | 2013–2020 | Led finance at AINV portfolio company |
| The Gladstone Companies | Treasurer and Managing Principal | 2006–2012 | Provided finance functions to Gladstone Commercial and affiliated funds |
External Roles
No external public company directorships or committee roles for Gerson are disclosed in Gladstone Commercial’s proxy statements; his disclosed experience is operational/finance roles and professional credentials (CFA, CPA) .
Fixed Compensation
As an externally managed REIT, GOOD states that none of its executive officers receive direct compensation from the company; executives are employed and compensated by the Adviser or Administrator. GOOD does not pay salaries or bonuses to executives and does not provide pension benefits, perquisites, or other stock‑based awards .
Performance Compensation
GOOD has no equity incentive plan and does not grant RSUs/PSUs or stock options to executives; performance-based compensation metrics (e.g., TSR, revenue/EBITDA targets) tied to executive pay at the company level are not disclosed due to the external management structure .
Equity Ownership & Alignment
| Ownership Metric | As of Mar 1, 2024 | As of Feb 26, 2025 |
|---|---|---|
| Shares Beneficially Owned | 14,452 | 15,452 |
| Percent of Shares Outstanding | <1% | <1% |
| Shares held by spouse (disclaimed) | 552 | 552 |
| Shares Outstanding (context) | 40,003,481 | 44,192,741 |
- Hedging/derivatives and short sales are prohibited under GOOD’s Insider Trading Policy; pre‑clearance of transactions in Fund securities is required .
- No pledging is disclosed for Gary Gerson; note that director Michela A. English has 1,761 shares pledged as collateral in a margin account .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start | Interim CFO March 2, 2021 (effective March 26, 2021); CFO effective June 4, 2021 |
| Contract term/expiration | Not disclosed in company filings; executives are employees of Adviser/Administrator |
| Severance & change‑of‑control | Not disclosed in company filings; no company‑level executive agreements reported |
| Non‑compete / non‑solicit / garden leave | Not disclosed in company filings |
| Clawbacks | Not disclosed; company emphasizes Insider Trading Policy, not compensation clawbacks |
Board Governance (context)
- Gerson is not a director. Compensation Committee oversees fees paid to Adviser and Administrator, reviews performance and incentive fees, and recommends renewals; members were independent (2024 committee: Outland Chair; Adelgren, Wilkinson; Gorka added Jan 8, 2025; Parker and English as alternates) .
- Audit Committee designated members as independent and “financial experts”; PwC auditor ratification and fees disclosed .
Related Party & External Management Context
- Executives (including CFO Gary Gerson) are employees of the Administrator; services are provided under Advisory and Administration Agreements. GOOD incurred fees of ~$8.3M to the Adviser and $2.6M to the Administrator in FY 2024; ~$6.4M and ~$2.4M respectively in FY 2023 .
- Mortgage financing services are provided by affiliated Gladstone Securities under an agreement; financing fees were ~$0.1M in FY 2024 (0.28% of mortgages secured/extended) .
Investment Implications
- Limited transparency on CFO compensation and incentives: As an externally managed REIT, GOOD does not disclose executive pay structures (salary/bonus/PSUs/options), severance, or change‑of‑control terms, constraining pay‑for‑performance assessment and retention risk analysis at the company level .
- Alignment via ownership appears modest: Gerson’s beneficial ownership is <1% (15,452 shares in 2025, including 552 spouse shares) with no pledging disclosed, while company policy restricts hedging and derivatives—reducing near‑term insider selling/hedging risk signals .
- Governance oversight focuses on Adviser/Administrator economics: The Compensation Committee reviews advisory/admin fees and incentive structures, rather than individual executive pay, meaning investor scrutiny should emphasize external manager performance/fee alignment and related‑party arrangements (e.g., financing via Gladstone Securities) .
- Operating performance stable through CFO tenure: Revenues and EBITDA have been relatively consistent FY 2021–FY 2024; however, without disclosed individual incentive metrics, it is difficult to link executive rewards to TSR or operational outperformance . EBITDA values retrieved from S&P Global.*