Jay Beckhorn
About Jay Beckhorn
Jay Beckhorn, age 63, is Treasurer of Gladstone Commercial Corporation, a role he has held since January 2015 after serving as Assistant Treasurer from July 2014 to January 2015 . He is also Treasurer of Gladstone Land and Assistant Treasurer of Gladstone Capital and Gladstone Investment (each since January 2015), having joined The Gladstone Companies in January 2013 as Managing Director, Finance . Prior roles include Regional Director at Heavenrich & Co. (March 2010–December 2012), Senior Vice President at Sunrise Senior Living (May 2000–December 2008), and real estate roles at Riggs Bank (February 1990–April 2000) . He holds an MBA from Duke University’s Fuqua School of Business and a BA from Colgate University; he is employed by Gladstone Administration, LLC (the Company’s Administrator) rather than directly by GOOD .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heavenrich & Co. | Regional Director | Mar 2010–Dec 2012 | M&A advisory serving senior housing sector; transaction origination and execution |
| Sunrise Senior Living | Senior Vice President | May 2000–Dec 2008 | Secured debt financing to support development, acquisitions and JVs, underpinning growth funding |
| Riggs Bank / Multi-Employer Property Trust | Managing Director & Senior Asset Manager (real estate) | Feb 1990–Apr 2000 | Real estate asset management and finance roles for institutional property trust |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gladstone Commercial (GOOD) | Treasurer | Jan 2015–present | Corporate treasury leadership for externally managed REIT |
| Gladstone Commercial (GOOD) | Assistant Treasurer | Jul 2014–Jan 2015 | Transitioned treasury responsibilities ahead of appointment as Treasurer |
| Gladstone Land (LAND) | Treasurer | Jan 2015–present | Treasury oversight for affiliated REIT |
| Gladstone Capital (GLAD) | Assistant Treasurer | Jan 2015–present | Support treasury functions across affiliated BDC |
| Gladstone Investment (GAIN) | Assistant Treasurer | Jan 2015–present | Support treasury functions across affiliated BDC |
| Gladstone Securities | Registered Representative | Ongoing | Assists in procuring mortgage financing for GOOD properties under financing arrangement |
Fixed Compensation
- Externally managed structure: GOOD has no employees; officers are employed and compensated by Gladstone Management (Adviser) or Gladstone Administration (Administrator). GOOD does not pay salaries/bonuses and has no equity incentive plan; therefore it does not provide Say‑on‑Pay or summary compensation tables .
- Beckhorn’s pay flows through the Administrator; GOOD’s payments to the Administrator include allocable salaries, bonuses and benefits for the CFO, Treasurer, CCO, General Counsel, Secretary and their staffs .
Advisory and Administration fees (context for executive cost recovery):
| Metric ($USD) | FY 2023 | FY 2024 |
|---|---|---|
| Advisory Agreement fees paid to Adviser | $6.4 million | ~$8.3 million |
| Administration Agreement fees paid to Administrator | $2.4 million | ~$2.6 million |
Performance Compensation
- GOOD’s personnel do not receive Company stock awards or Company-paid incentive payouts; instead, the Adviser is eligible for an incentive fee based on quarterly pre‑incentive Core FFO performance, which indirectly shapes organizational priorities.
| Metric | Target / Hurdle | Payout Formula | Cap / Constraints | Vesting / Timing | Notes |
|---|---|---|---|---|---|
| Pre‑incentive Core FFO vs equity | 2.0% per quarter (8.0% annualized) of adjusted total stockholders’ equity | 15.0% of pre‑incentive Core FFO above the hurdle | Incentive fee for a quarter cannot exceed by 15.0% the average quarterly fee for prior four quarters (excluding zero quarters) | Assessed quarterly | Core FFO excludes incentive fee, D&A, realized/unrealized gains/losses and certain non‑cash/one‑time items |
| Capital gains incentive | Positive aggregate realized capital gains – losses yearly | 15.0% of positive net amount | Only when positive; none recognized in FY 2024 | Annual measurement | Based on property sale economics as defined |
| Waivers | N/A | N/A | Adviser waived all quarterly incentive fees in 2023 (~$4.6m) and waived ~$2.3m in 2024 | N/A | Board (incl. independents) approved 2023 amendments; 2024 waiver was unconditional and irrevocable |
Equity Ownership & Alignment
- GOOD has no equity incentive plan and does not grant RSUs/PSUs/options to executives; thus no Company equity vesting schedules apply to Beckhorn .
- The Security Ownership table lists directors and named executive officers; Beckhorn is not listed individually among named executive officers, and his personal beneficial share count is not disclosed there .
- Pledging/Hedging: One director (Michela English) has 1,761 shares pledged; no pledging disclosure is shown for Beckhorn in the proxy tables .
- Insider Trading Policy: Prohibits trading while in possession of MNPI, short sales, trading in options/derivatives on Fund securities, and requires pre‑clearance; applies to officers, including those employed by the Adviser/Administrator .
Employment Terms
- Role/Employer: Beckhorn serves as GOOD’s Treasurer but is employed by Gladstone Administration, LLC; services are provided under the Administration Agreement with costs allocated to GOOD for relevant staff (including Treasurer) .
- Individual employment contracts, severance, non‑compete, and change‑of‑control terms for Beckhorn are not disclosed by GOOD (consistent with external management model) .
- Advisory Agreement economics: Base management fee is 0.425% per year of “Gross Tangible Real Estate,” paid quarterly, and includes performance incentive fee mechanics; termination without cause (by Company) triggers a fee equal to 2× the average annual base management + incentive fees over the prior 24 months; termination for cause avoids the fee .
- Mortgage Financing Arrangement: Gladstone Securities (affiliated) acts as non‑exclusive agent to arrange mortgage financing; fees generally range 0.15%–1.0% of mortgage value and are reviewed/approved quarterly by the Board; GOOD paid ~$0.1 million in such fees in FY 2024 (0.28% of total mortgages secured or extended). Beckhorn is a registered representative assisting in this process .
Investment Implications
- Pay-for-performance alignment to GOOD equity is structurally limited: executives (including Beckhorn) do not receive Company equity awards or Company-paid bonuses; incentives operate at the Adviser level via Core FFO-based fees and waivers, which may or may not directly influence individual compensation outcomes .
- Retention risk appears contained given Beckhorn’s decade-plus tenure across Gladstone entities and multi‑fund responsibilities (Treasurer/Assistant Treasurer roles), but no individual severance or change-of-control protections are disclosed at the Company level .
- Related-party and financing role: As a registered representative at Gladstone Securities, Beckhorn’s mortgage financing assistance operates within disclosed and Board‑approved fee structures; monitoring Board quarterly approvals and the fee rates can help assess governance rigor and potential conflict mitigation .
- Ownership signal: The proxy does not disclose Beckhorn’s personal share ownership; absent Form 4 visibility here, there is no evidence of pledging/hedging for him in Company disclosures. Continue monitoring insider filings for any selling pressure signals or changes in beneficial ownership .