Michela English

About Michela A. English

Michela A. English, age 75, has served as an independent director of Gladstone Commercial Corporation (ticker: GOOD) since August 2003; she is a private investor and strategic advisor with 20+ years of senior management experience across corporate and non-profit organizations . She holds a BA in International Affairs from Sweet Briar College and a Master of Public and Private Management from Yale School of Management; the Board has affirmatively determined she is independent and she qualifies as an “audit committee financial expert” . The Board met four times in FY2024 with each director attending at least 75% of Board and committee meetings, though none of the directors attended the 2024 Annual Meeting of Stockholders (governance attendance signal) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. English is independent under Nasdaq standards and has no disqualifying relationships; she is also deemed financially literate and an “audit committee financial expert” .
• Committee assignments (FY2024):
  • Audit Committee: Member (committee met 8 times in 2024; Chair is Anthony Parker) .
  • Compensation Committee: Alternate member (committee met 4 times; Chair is John Outland) .
  • Ethics, Nominating & Corporate Governance Committee: Alternate member (committee met 4 times; Chair is Katharine Gorka as of Dec 14, 2024) .
  • Valuation Committee: Alternates include all independent directors (committee met 4 times; Chair is Walter Wilkinson) .
• Attendance and engagement: Board met 4 times; each director attended ≥75% of meetings; independent directors held four executive sessions; none of the directors attended the 2024 Annual Meeting (attendance signal) .
• Lead Independent Director: Walter H. Wilkinson, Jr. serves as Lead Director, presiding over executive sessions and agenda coordination .

Fixed Compensation

Performance Compensation

• The Company has no equity incentive plan; directors received no stock-based awards, options, or performance-based compensation in FY2024 (directors compensated only for Board/committee service and meeting fees) .
• As an externally managed REIT, employees are at the Adviser/Administrator; no company salaries/bonuses/equity awards are paid by GOOD; Say-on-Pay is not required .

Other Directorships & Interlocks

• Cross-board service: Ms. English serves on the boards and audit committees of Gladstone Capital, Gladstone Investment, and Gladstone Land; she is also an alternate member on the compensation committees of these affiliates .
• Independence safeguards: The Board affirmatively determined simultaneous audit committee service across Gladstone funds does not impair effective and independent service on GOOD’s Audit Committee . The Compensation Committee and its alternates (including Ms. English) are independent by Nasdaq standards; no interlocks with executives at other entities were identified .

Expertise & Qualifications

• Senior leadership across media, education, and strategy (Discovery Communications; Fight for Children; National Geographic; Marriott; McKinsey) .
• Audit committee financial expert; financially literate (SEC/Nasdaq definitions) .
• Academic and non-profit governance roles (Sweet Briar College; DC Public Education Fund; Corcoran; VIMS; prior Hershey Trust/Milton Hershey/ETS/DC Prep) .
• Education: BA (Sweet Briar College); Master of Public and Private Management (Yale SOM) .

Equity Ownership

• Insider Trading Policy: Directors/officers are prohibited from trading while in possession of MNPI; short sales; trading options, warrants, convertible securities, appreciation rights or other derivatives; pre-clearance required (note: policy prohibits derivatives, but pledging is not explicitly prohibited; Ms. English has pledged shares) .

Governance Assessment

• Strengths

  • Long-tenured independent director with senior operating experience; audit committee financial expert designation supports oversight of financial reporting and controls .
  • Active Audit Committee membership; Board and committee attendance ≥75%; independent directors hold regular executive sessions; presence of Lead Independent Director .
  • Board-level conflict policies and committee oversight of Adviser/Administrator fees; Compensation Committee conducts annual reviews of Advisory and Administration Agreements and incentive fees .

• Watchpoints / RED FLAGS

  • Shares pledged as collateral (1,761 shares), which can misalign incentives under stress and is generally considered a governance red flag .
  • None of the directors attended the 2024 Annual Meeting of Stockholders; poor annual meeting attendance can signal limited direct engagement with shareholders .
  • Externally managed structure with related-party agreements (Advisory, Administration, mortgage financing via Gladstone Securities, dealer-manager fees), requiring robust independent oversight; notable advisory fee waivers in 2023 and 2024 suggest sensitivity of distributions to fee levels .
    • Advisory Agreement: Base management fee at 0.425% of Gross Tangible Real Estate; incentive fee 15% of pre-incentive Core FFO above 2% quarterly hurdle; Adviser waived ~$2.3M incentive fee in 2024 (and all quarters in 2023, ~$4.6M) .
    • Mortgage financing fees paid to Gladstone Securities: $0.1M in 2024 (0.28% of mortgages secured/extended) .
    • Dealer-manager fees to Gladstone Securities related to Series F preferred stock offering: $0.1M in 2024; $0.5M in 2023 .

• Overall: Ms. English brings seasoned oversight and financial expertise across the Gladstone complex, but pledging of shares and annual meeting non-attendance are investor confidence negatives. The externally managed model and affiliate transactions heighten the need for continued rigorous committee oversight, where her Audit Committee role and “financial expert” status are constructive mitigants .