John Outland
About John H. Outland
Independent director of Gladstone Commercial Corporation since December 2003; age 79. Background spans mortgage securitization, bond insurance, and real estate finance: Vice President, Genworth Financial (2004–2006); Managing Director, 1789 Capital Advisors (2002–2004); Vice President, Mortgage-Backed Securities at Financial Guaranty Insurance Company (1999–2001); Senior Vice President, Citicorp Mortgage Securities (1993–1999); Vice President, Real Estate & Mortgage Finance at Nomura Securities International (1989–1993). Education: MBA, Harvard Business School; BS, Chemical Engineering, Georgia Tech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genworth Financial, Inc. | Vice President | Mar 2004 – Jun 2006 | Senior leadership in financial services |
| 1789 Capital Advisors | Managing Director | 2002 – Mar 2004 | Market/structure analysis for multifamily mortgage purchase programs |
| Financial Guaranty Insurance Co. | VP, Mortgage-Backed Securities | 1999 – 2001 | Team leader for bond insurance transactions; business sourcing, due diligence, legal review |
| Citicorp Mortgage Securities, Inc. | Senior Vice President | 1993 – 1999 | Securitized non-conforming mortgage products |
| Nomura Securities International, Inc. | Vice President | 1989 – 1993 | Due diligence and negotiated financing of commercial mortgage packages for securitization |
External Roles
| Organization | Role | Tenure | Committees at Affiliates |
|---|---|---|---|
| Gladstone Capital (NASDAQ: GLAD) | Director | Since Dec 2003 | Audit; Compensation (member across affiliates) |
| Gladstone Investment (NASDAQ: GAIN) | Director | Since Jun 2005 | Audit; Compensation |
| Gladstone Land (NASDAQ: LAND) | Director | Since Jan 2013 | Audit; Compensation |
Board Governance
- Independence: Board affirmatively determined Outland is independent under Nasdaq rules .
- Committee assignments and chair roles (2024–2025):
- Audit Committee member; Audit Chair is Anthony W. Parker .
- Compensation Committee Chair (Outland) .
- Ethics, Nominating & Corporate Governance Committee member (Ethics Chair transitioned from Adelgren to Gorka in Dec 2024) .
- Valuation Committee member; Valuation Chair is Walter H. Wilkinson, Jr. .
- Attendance: Board met four times in FY2024; each director attended ≥75% of Board and committee meetings; independent directors held four executive sessions .
- Engagement red flag: “None of our directors attended the 2024 Annual Meeting of Stockholders.” .
- Lead Independent Director: Walter H. Wilkinson, Jr. .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer (independent directors) | $25,000 | FY2024 policy |
| Board meeting fee | $1,000 per meeting | |
| Committee meeting fee (separate day) | $1,000 per meeting | |
| Audit Committee Chair fee | $7,500 | Paid to the chair (Parker) |
| Compensation Committee Chair fee | $3,000 | Paid to Outland |
| Valuation Committee Chair fee | $3,000 | |
| Ethics Committee Chair fee | $1,000 |
| Year | Fees Earned or Paid in Cash (Outland) |
|---|---|
| 2023 | $48,000 |
| 2024 | $48,000 |
Performance Compensation
| Metric | Status |
|---|---|
| Equity awards (RSUs/PSUs), options, performance metrics | Not applicable – Company has no equity incentive plan and provides no stock-based awards to directors or executives; externally managed structure (no salaries/bonuses paid by the Company) |
Other Directorships & Interlocks
- Multi-board service across Gladstone commercial/credit/land REITs supports domain expertise but creates interlocks within a controlled affiliate complex (Adviser, Administrator, Gladstone Securities controlled by David Gladstone) requiring robust independent oversight by audit/ethics/compensation committees .
Expertise & Qualifications
- Financial and securitization expertise; designated “audit committee financial expert” by the Board .
- MBA (Harvard), BS Chemical Engineering (Georgia Tech) .
- Decades of real estate/mortgage finance experience across major institutions .
Equity Ownership
| Holder | As of Date | Shares Beneficially Owned | Percent of Total |
|---|---|---|---|
| John H. Outland | Mar 1, 2024 | 3,653 | <1%* |
| John H. Outland | Feb 26, 2025 | 3,982 | <1%* |
*Per proxy table notation “Less than 1%.” Shares outstanding: 40,003,481 (Mar 1, 2024) ; 44,192,741 (Feb 26, 2025) .
- No pledge disclosed for Outland; pledge noted only for Michela A. English (1,761 shares) .
Governance Assessment
- Strengths: Long-tenured independent director; chairs Compensation Committee overseeing external Advisory/Administration fee reasonableness and incentive fee waivers; designated audit committee financial expert; active membership across Audit/Ethics/Valuation committees .
- Alignment: Modest personal share ownership (<1%); director pay is entirely cash with meeting/chair fees; no equity grants/options—typical for externally managed REIT, but limits equity-based alignment .
- Conflict safeguards: Formal Conflict of Interest Policy; majority independent board; Ethics Committee oversees independence and potential conflicts; quarterly review/approval of affiliated fees (Gladstone Securities mortgage financing; dealer-manager fees), and Compensation Committee annual reviews of Advisory/Administration Agreements and incentive fees .
- Red flags and watch items:
- Shareholder engagement: zero director attendance at 2024 Annual Meeting is a negative signal for accessibility/engagement .
- Affiliate interlocks: Extensive related-party arrangements (Adviser/Administrator/Gladstone Securities) require continued rigorous independent oversight to mitigate perceived conflicts; company paid ~$8.3mm Adviser fees and ~$2.6mm Administrator fees in FY2024 (vs. ~$6.4mm and ~$2.4mm in FY2023) .
- Equity alignment: absence of director equity grants means alignment relies on open-market ownership and fee discipline .
Committee Structure and Activity (FY2024–FY2025)
| Committee | Outland Role (2024) | Meetings (2024) | Outland Role (2025) | Meetings (2024 reported) |
|---|---|---|---|---|
| Audit | Member | 8 | Member | 8 |
| Compensation | Chair | 4 | Chair | 4 |
| Ethics, Nominating & Corporate Governance | Member | 4 | Member | 4 |
| Valuation | Member | 4 | Member | 4 |
Related-Party and Advisory Oversight (Compensation Committee focus)
| Item | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Adviser fees | ~$6.4 million | ~$8.3 million | Advisory Agreement base fee on Gross Tangible Real Estate; incentive fee structure and waivers (2023 full waiver; 2024 ~$2.3mm waived) |
| Administrator fees | ~$2.4 million | ~$2.6 million | Allocated overhead and personnel costs |
| Affiliated mortgage financing fees (Gladstone Securities) | $0.1 million; 0.29% of mortgages | $0.1 million; 0.28% of mortgages | Fees reviewed/approved quarterly by Board |
| Dealer-manager fees (Series F Preferred) | $0.5 million | $0.1 million | Exclusive dealer-manager; commissions/fees approved by independent directors |
Notes on Insider Trades
- Attempted to fetch Form 4 insider transactions for “Outland” at GOOD (2019–Nov 19, 2025) using the insider-trades skill; request failed due to API authorization (HTTP 401). No proxy-disclosed insider trade table is available. If needed, we can re-run once access is restored to provide a transactions/ownership alignment table. Search scope and failure documented [Read of SKILL.md; failed tool run].
Say-on-Pay & Shareholder Feedback
- Externally managed structure: no salaries/bonuses paid by the Company, no equity incentive plan; therefore no Say-on-Pay vote or executive summary compensation information required under SEC rules .
Summary Implications for Investors
- Oversight: Outland’s chairmanship of Compensation Committee places him at the center of fee discipline for an externally managed REIT—monitor committee renewal decisions, incentive fee waivers, and any changes to fee bases .
- Engagement: Non-attendance at the 2024 Annual Meeting warrants monitoring of investor relations practices and director accessibility .
- Conflicts: Affiliate interlocks are structurally mitigated by independent director majorities and formal policies, but ongoing scrutiny of related-party transactions is prudent (notably Adviser/Admin fees and Gladstone Securities arrangements) .
- Alignment: With no director equity grants, alignment relies on personal share ownership (<1%) and governance rigor rather than performance-linked pay .