Katharine Gorka
About Katharine C. Gorka
Katharine C. Gorka (age 64) joined Gladstone Commercial Corporation’s Board on August 22, 2024 as an independent director in the Class of 2027, with her term expiring at the 2027 annual meeting . She is President of Threat Knowledge Group and Revere Pay, Inc., and chairs the Fairfax County Republican Party; previously she served as Senior Policy Advisor in DHS’s Office of Policy (2017–2020), Press Secretary at U.S. Customs and Border Protection (2020), and Director for Civil Society at The Heritage Foundation (2020–2022). She holds a BA from UNC Chapel Hill (1978, highest honors) and an MSc in Economics from the London School of Economics (1987) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Senior Policy Advisor, Office of Policy | 2017–2020 | National security policy expertise |
| U.S. Customs and Border Protection | Press Secretary | 2020 | Communications leadership |
| The Heritage Foundation | Director, Civil Society | 2020–2022 | Civil society/public policy focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Threat Knowledge Group | President | Current | National security training/expertise provider |
| Revere Pay, Inc. | President | Current | Executive role |
| Fairfax County Republican Party | Chair | Current | External political leadership role |
Board Governance
- Independence: The Board affirmed Gorka is independent under Nasdaq standards; independent directors are Gorka, English, Outland, Parker, and Wilkinson .
- Committee assignments and chair roles:
- Ethics, Nominating & Corporate Governance Committee: Member upon appointment (Aug 22, 2024); named Chair as of Dec 14, 2024 .
- Compensation Committee: Appointed member as of Jan 8, 2025 .
- Board attendance and engagement: In FY2024, the Board met 4 times; each director attended at least 75% of Board and applicable committee meetings. Independent directors held 4 executive sessions in FY2024 .
- Annual meeting attendance: No directors attended the 2024 annual meeting (disclosure of prior-year attendance policy outcome) .
- Lead independent director: Walter H. Wilkinson, Jr. serves as Lead Director for executive sessions of independent directors .
| Committee Composition (2024) | Members | Chair | Meetings Held (2024) |
|---|---|---|---|
| Audit Committee | Parker, Outland, English; Wilkinson (alternate) | Parker | 8 |
| Compensation Committee | Outland, Adelgren, Wilkinson; Gorka added Jan 8, 2025; Parker, English (alternates) | Outland | 4 |
| Ethics, Nominating & Corporate Governance Committee | Adelgren, Outland, Wilkinson; Gorka joined Aug 22, 2024 and named Chair Dec 14, 2024; Parker, English (alternates) | Gorka (as of Dec 14, 2024) | 4 |
| Valuation Committee | Outland, Parker, Wilkinson (Chair); other independent directors as alternates | Wilkinson | 4 |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $10,958 | Pro-rated for service starting Aug 22, 2024 |
| 2024 Structure | Annual director retainer | $25,000 | Independent directors |
| 2024 Structure | Board meeting fee | $1,000 per meeting | |
| 2024 Structure | Committee meeting fee (separate day) | $1,000 per meeting | |
| 2024 Structure | Committee chair fees | Audit $7,500; Compensation $3,000; Valuation $3,000; Ethics $1,000 | Chair service fees |
- Equity or stock grants: None; director compensation is cash-based, with reasonable expense reimbursement .
Performance Compensation
- Equity incentives and performance-based awards: The company is externally managed, has no employee equity incentive plans, and does not provide stock-based awards; therefore directors do not receive performance-based equity or bonuses. No performance metrics (e.g., TSR, EBITDA) are tied to director compensation .
- Say-on-Pay: Not applicable; as an externally managed REIT with no employees, the company does not conduct Say-On-Pay votes under SEC rules .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Gorka |
| Compensation Committee interlocks | Committee members are independent; no insider participation; no cross-compensation committee/director interlocks involving the company’s executive officers . |
| Related-person transactions | None for Gorka per Item 404(a) disclosure in her election 8-K . |
Expertise & Qualifications
- Domain expertise: National security policy, strategic analysis, communications leadership .
- Education: BA (UNC Chapel Hill, 1978), MSc Economics (LSE, 1987) .
- Board qualification rationale: Selected for management expertise and strategic analyses; adds diversity of views to the Board .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Feb 26, 2025 | 0 | * (less than 1%) | No reported direct or indirect holdings |
- Insider trading/hedging policy: Company-wide policy prohibits trading while in possession of MNPI, short sales, options/derivatives on Fund securities, and requires pre-clearance for transactions .
Governance Assessment
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Strengths:
- Independence affirmed; no related-person transactions for Gorka; ethics oversight through her chair role of the Ethics Committee beginning Dec 14, 2024 .
- Active committee structure with defined charters; independent director executive sessions held quarterly; presence of a Lead Independent Director (Wilkinson) to balance combined Chair/CEO structure .
- Transparent director fee schedule with modest cash compensation and published chair fee differentials .
-
Watch items / potential red flags:
- Ownership alignment: Gorka reported zero share ownership as of Feb 26, 2025, and directors receive cash-only compensation with no equity grants; this may limit direct “skin-in-the-game” alignment relative to equity-based structures used by many REITs .
- Shareholder engagement: Disclosure states no directors attended the 2024 annual meeting; while the meeting is virtual, this non-attendance is a soft signal to monitor for future years .
- External management conflicts (structural): Material related-party arrangements with the Adviser/Administrator and Gladstone Securities (fees, incentive fee waivers, dealer-manager arrangement) are pervasive; while not tied to Gorka personally, her Ethics Committee chair role places accountability on overseeing independence/conflict policies .
Overall, Gorka’s independence, ethics leadership, and policy/strategy background support Board governance. Monitoring her committee contributions, future annual meeting attendance, and any movement toward equity ownership would improve investor confidence in alignment and engagement .