Walter Wilkinson, Jr.

About Walter H. Wilkinson, Jr.

Walter H. Wilkinson, Jr. (age 79) is an independent director of Gladstone Commercial (GOOD) and has served on the boards of all four Gladstone public companies (GOOD, GAIN, GLAD, LAND) since October 2014. He is a venture capital veteran who founded Kitty Hawk Capital in 1980 and led it through 2016, with prior public-company board leadership including Chairman of RF Micro Devices and Lead Independent Director of Qorvo. He holds a BS from N.C. State University and an MBA from Harvard Business School, and is a NACD Leadership Fellow. He currently serves as GOOD’s Lead Independent Director for executive sessions and has chaired the Valuation Committee across the Gladstone funds since January 2022 .

Past Roles

External Roles

Board Governance

• Independence: The Board has affirmatively determined Wilkinson is independent under Nasdaq standards .
• Lead Independent Director: Serves as Lead Director for executive sessions of independent directors; responsibilities include presiding over executive sessions, consulting on agendas, and acting as liaison between management and independent directors .
• Committees (2024 structure): Compensation Committee (member), Ethics/Nominating/Governance Committee (member), Valuation Committee (Chair), Audit Committee (alternate; designated “audit committee financial expert”) .
• Meetings and attendance: Board met 4 times; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions .
• Annual meeting attendance: None of the directors attended the 2024 Annual Meeting (engagement watch item) .

Fixed Compensation

• Structure (Independent Directors): Annual cash retainer $25,000; $1,000 per Board meeting; $1,000 per committee meeting held on a non‑Board day; Chair fees: Audit $7,500; Valuation $3,000; Compensation $3,000; Ethics $1,000; expense reimbursement for reasonable out‑of‑pocket costs .
• No director equity: Directors receive no equity awards from GOOD; compensation is cash-only; no pensions or perquisites .

Performance Compensation

Other Directorships & Interlocks

• Current public company boards: Gladstone Investment, Gladstone Capital, and Gladstone Land (since Oct 2014) .
• Prior public boards: RF Micro Devices (Director since 1992; Chairman 2008–2015) and Qorvo (Lead Independent Director 2015–2018) .
• Compensation Committee interlocks: Company discloses none; no officer-director cross‑service that would constitute an interlock; all Compensation Committee members are independent and received only directors’ fees .

Expertise & Qualifications

• Financial oversight: Designated “audit committee financial expert” (alternate) by the Board under SEC rules; financially literate under Nasdaq standards .
• Capital markets/valuation: Chairs Valuation Committee across Gladstone funds since January 2022 .
• Governance leadership: Lead Independent Director; NACD Leadership Fellow; founded NACD Carolinas .
• Education: BS (N.C. State), MBA (Harvard Business School) .
• Industry breadth: 40+ years in venture capital; experience scaling and governing both private and public companies across cycles .

Equity Ownership

• Ownership level and alignment: Beneficial ownership at GOOD remains below 1% (company disclosure “*”); shares increased year-over-year. No pledging disclosed for Wilkinson; a pledge footnote appears only for another director (English) .
• Insider trading policy: Prohibits trading on MNPI, short sales, options/derivatives, and requires pre‑clearance; applies across Gladstone funds .

Board Governance – Conflicts and Related Parties (Context for Oversight)

• External management: GOOD is externally managed by Gladstone Management; the Board’s Compensation Committee (members include Wilkinson) reviews advisory and administration fees at least annually for reasonableness and performance; 2024 incurred ~$8.3M advisory fees and ~$2.6M administration fees .
• Incentive fee waivers: The Adviser contractually waived all incentive fees in 2023 (~$4.6M) and voluntarily waived ~$2.3M in 2024—signals fee alignment, but underscores reliance on Adviser discretion .
• Affiliate transactions: Mortgage financing fees paid to affiliate broker-dealer Gladstone Securities ($0.1M in 2024; 0.28% of mortgages secured) and dealer‑manager fees in preferred offering (e.g., $0.1M in 2024) were reviewed and approved by independent directors; company maintains a conflict‑of‑interest policy requiring independent approval .
• Advisory Agreement termination: Without cause termination triggers a termination fee equal to 2× average annual base management + incentive fees over prior 24 months; termination for cause avoids fee—material consideration for independence and oversight .

Governance Assessment

Positives

• Independent Lead Director with deep governance and valuation expertise; chairs Valuation Committee and is designated an audit committee financial expert (alternate) .
• Strong committee presence (Compensation, Ethics, Valuation Chair) with explicit mandate to review external manager fees and related-party matters; all members deemed independent .
• Adviser fee waivers in 2023–2024 indicate responsiveness to shareholder outcomes .

Watch Items / Red Flags

• Externally managed structure with related‑party fees (Adviser/Admin/Gladstone Securities) and a sizable termination fee—requires continued robust, independent oversight by directors on compensation/ethics committees (including Wilkinson) .
• Director equity alignment is modest (<1% ownership), and director compensation is cash‑only—limits “skin‑in‑the‑game” unless voluntarily increased holdings or equity-based policies are adopted .
• Board engagement optics: no directors attended the 2024 Annual Meeting (continuing from prior year trend), which can be perceived negatively by some investors .

Overall Implication Wilkinson brings extensive governance, valuation, and compensation oversight experience that is well‑matched to the oversight needs of an externally managed REIT with multiple affiliate transactions. Sustained, transparent application of the conflict‑of‑interest policy, rigorous annual advisory fee reviews, and continued disclosure of fee waivers and outcomes will be key to investor confidence. Increasing director share ownership or adopting director equity retainers (if feasible) could further strengthen alignment.

Notes on Attendance and Say-on-Pay

• Board met 4 times, independent directors held 4 executive sessions, and each director achieved ≥75% attendance .
• GOOD is externally managed and does not hold a Say‑On‑Pay vote or provide executive summary compensation tables; non‑executive directors are paid cash only .