Paula Novara
About Paula Novara
Paula Novara, age 55, has served as a director of Gladstone Commercial Corporation since October 2022 and concurrently as a director of Gladstone Investment, Gladstone Capital, and Gladstone Land; she is Head of Resource Management for the Company and those affiliates, and also leads Human Resources, Facilities & Office Management, and IT at the Adviser . Her prior experience includes Assistant Vice President of Human Resources at WMF Group, consulting for Prudential Financial, roles at TREEV (1996–1997) and Environmental Products Corporation (1992–1996); she holds an MA in Human Resources Management from Marymount University and a BA in Spanish and French from St. Mary’s College of Notre Dame and is SHRM-certified; she is fluent in Italian, Spanish, and French . She was selected for the Board based on over 15 years in human resources, compensation, and people management, including deep company knowledge . The Board has determined she is not independent due to her officer role as Head of Resource Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WMF Group | Assistant Vice President, Human Resources | Not disclosed | HR leadership experience |
| Prudential Financial | Consultant | Not disclosed | HR/consulting expertise |
| TREEV (public imaging software vendor) | Employee | 1996–1997 | Technology/operations exposure |
| Environmental Products Corporation | Corporate Human Resources | 1992–1996 | Corporate HR foundation |
External Roles
| Organization | Role | Tenure Start | Notes |
|---|---|---|---|
| Gladstone Investment | Director | October 2022 | Affiliate directorship |
| Gladstone Capital | Director | October 2022 | Affiliate directorship |
| Gladstone Land | Director | October 2022 | Affiliate directorship |
Board Governance
- Independence: Not independent due to officer position (Head of Resource Management) .
- Committee assignments: No current membership or chair roles on Audit, Compensation, Executive, Offering, Ethics/Nominating & Corporate Governance, or Valuation committees per the committee composition table .
- Board activity and engagement:
- Board met four times in FY2024; each then-current director attended 75% or more of Board and committee meetings on which they served .
- Independent directors held four executive sessions in FY2024; Walter H. Wilkinson, Jr. serves as Lead Independent Director for executive sessions .
- None of the directors attended the 2024 Annual Meeting of Stockholders (engagement signal) .
| Committee | 2024 Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Not listed for Novara | Anthony W. Parker | 8 |
| Compensation | Not listed for Novara | John H. Outland | 4 |
| Ethics/Nominating & Corporate Governance | Not listed for Novara | Katharine C. Gorka (appointed Chair Dec 14, 2024) | 4 |
| Valuation | Not listed for Novara | Walter H. Wilkinson, Jr. | 4 |
| Executive | Not listed for Novara | David Gladstone | Not disclosed |
| Offering | Not listed for Novara | David Gladstone | Not disclosed |
Fixed Compensation
- As an externally managed company, Gladstone Commercial does not pay salaries or bonuses and has no equity incentive plan; director compensation for independent directors consists of cash fees (retainer and meeting fees), and officers receive no director compensation .
- Paula Novara received no director compensation in FY2024 (reported as “—”) due to her officer status .
| Name | Fees Earned or Paid in Cash (FY2024) | Total (FY2024) |
|---|---|---|
| Paula Novara | — | — |
| Component (Independent Directors) | Amount |
|---|---|
| Annual Board Fee | $25,000 |
| Board Meeting Fee | $1,000 per meeting |
| Committee Meeting Fee (separate day) | $1,000 per meeting |
| Audit Committee Chair Retainer | $7,500 |
| Valuation Committee Chair Retainer | $3,000 |
| Compensation Committee Chair Retainer | $3,000 |
| Ethics Committee Chair Retainer | $1,000 |
Performance Compensation
| Performance-Linked Element | Disclosed Details |
|---|---|
| Equity awards (RSUs/PSUs/options) | None; company has no equity incentive plan and does not provide stock-based awards to Adviser/Administrator employees |
| Bonuses tied to metrics (EBITDA/TSR/ESG) | None; no salaries/bonuses paid by the Company |
| Say-on-pay | Not required due to external management model |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Gladstone Investment | Public | Director | Affiliate board; shared oversight across Gladstone entities |
| Gladstone Capital | Public | Director | Affiliate board; shared oversight across Gladstone entities |
| Gladstone Land | Public | Director | Affiliate board; shared oversight across Gladstone entities |
- Compensation Committee interlocks noted for other directors (Outland/Wilkinson) across Gladstone affiliates; Board determined simultaneous service does not impair effectiveness (context for group governance) .
Expertise & Qualifications
- Core expertise: Human resources, compensation, and people management; extensive institutional knowledge of Gladstone entities .
- Education and credentials: MA (Human Resources Management, Marymount University); BA (St. Mary’s College of Notre Dame); SHRM Professional in Human Resources; multilingual (Italian, Spanish, French) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged Shares |
|---|---|---|---|
| Paula Novara | 350 | Less than 1% (based on 44,192,741 outstanding shares) | Not disclosed as pledged for Paula; pledge footnote pertains to Ms. English |
- Shares outstanding used for percent determination: 44,192,741 (as of February 26, 2025) .
Governance Assessment
- Not independent; dual role as an officer of the Adviser and Head of Resource Management across Gladstone entities represents a structural conflict under Nasdaq independence standards, appropriately disclosed; her presence adds operating and HR expertise but reduces independent oversight from her seat .
- Committee engagement: No committee memberships or chair roles, limiting direct influence on audit, compensation, valuation, or nominations processes from the board seat .
- Attendance and engagement: Board met four times; all directors met ≥75% attendance threshold; however, none of the directors attended the 2024 Annual Meeting of Stockholders, a potential investor-relations engagement concern .
- Ownership alignment: Low absolute personal stake (350 shares, <1% of outstanding), with no pledging disclosed for Paula; limited “skin-in-the-game” signal relative to independent directors who receive cash fees but no equity grants .
- External management model: Absence of say‑on‑pay, salaries/bonuses, and equity awards at the Company reduces traditional pay‑for‑performance levers for directors and officers; compensation oversight focuses on Adviser/Administrator fee arrangements via the Compensation Committee (board‑level risk oversight context) .
- Board risk oversight context: Independent Lead Director role and quarterly independent executive sessions support governance; Ethics Committee monitors independence and conflicts, relevant given affiliate interlocks across Gladstone entities .
RED FLAGS
- Non‑independent status due to officer role (reduced independent oversight from her board position) .
- No annual meeting attendance by any director in 2024 (engagement optics) .
- Low personal share ownership (350 shares) relative to outstanding float; no director equity plan to build alignment .