John H. Outland
About John H. Outland
Independent director since January 2013; age 79. Background in real estate and mortgage finance including senior roles at Nomura, Citicorp Mortgage Securities, FGIC, 1789 Capital Advisors, and Genworth Financial; private investor since 2006. Education: MBA (Harvard Business School), BS Chemical Engineering (Georgia Institute of Technology). The Board has affirmatively determined he is independent under Nasdaq rules and an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genworth Financial, Inc. | Vice President | Mar 2004 – Jun 2006 | Mortgage/structured finance leadership |
| 1789 Capital Advisors | Managing Director | 2002 – Mar 2004 | Advised on multifamily mortgage purchase programs; structure analysis |
| Financial Guaranty Insurance Company (FGIC) | Vice President, MBS | 1999 – 2001 | Led bond insurance transactions; due diligence and structure negotiations |
| Citicorp Mortgage Securities, Inc. | Senior Vice President | 1993 – 1999 | Securitized non-conforming mortgage products |
| Nomura Securities International, Inc. | Vice President, Real Estate & Mortgage Finance | 1989 – 1993 | Due diligence and financing of commercial mortgage packages |
| Private Investor | Investor | Jun 2006 – present | Ongoing private investment activities |
External Roles
| Company | Role | Since | Committee Roles/Notes |
|---|---|---|---|
| Gladstone Capital (GLAD) | Director | Dec 2003 | Serves on audit committees across Gladstone fund complex; audit committee financial expert designation at LAND; Board service indicated across complex |
| Gladstone Investment (GAIN) | Director | Jun 2005 | Compensation committee member across complex; elected at GAIN’s 2025 meeting (For: 9,115,086; Withheld: 438,270; Broker Non-Votes: 13,534,499) |
| Gladstone Commercial (GOOD) | Director | Dec 2003 | Serves on audit/compensation committees across complex |
Interlocks: Outland sits on boards of multiple Gladstone entities managed by the same Adviser and Administrator controlled by David Gladstone; the Board has stated simultaneous service does not impair independence for audit and compensation committees .
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Board Attendance | Board met 5 times in FY 2024; each director attended ≥75% of Board and committee meetings |
| Annual Meeting Attendance | None of the directors attended the 2024 annual meeting (policy encourages attendance) |
| Executive Sessions | Independent directors met in 4 executive sessions in FY 2024 |
| Lead Independent Director | Walter H. Wilkinson, Jr. |
Committee Assignments (FY 2024)
| Committee | Member | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Yes | No | 8 |
| Compensation | Yes | Yes | 4 |
| Ethics, Nominating & Corporate Governance | Yes | No | 4 |
| Valuation | Yes | No | 4 |
| Executive | No | — | — |
| Offering | No | — | — |
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual retainer (independent directors) | $25,000 | Flat fee |
| Board meeting fee | $1,000 per meeting | Paid per meeting attended |
| Committee meeting fee | $1,000 per meeting | Only if on a separate day from full Board |
| Audit Committee Chair fee | $7,500 | Chair only |
| Compensation Committee Chair fee | $3,000 | Chair only |
| Valuation Committee Chair fee | $3,000 | Chair only |
| Ethics Committee Chair fee | $1,000 | Chair only |
| Outland total compensation (LAND) | $52,000 | FY ended Dec 31, 2024 |
| Outland total compensation (Fund Complex) | $245,000 | FY ended Mar 31, 2025 (GAIN proxy aggregates complex compensation) |
Performance Compensation
| Metric/Instrument | Disclosure | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | LAND director compensation is cash-only; no equity incentive plan |
| Option awards | None disclosed | No stock options for directors |
| Performance metrics (revenue, EBITDA, TSR, ESG) | None disclosed | Not applicable for LAND directors |
| Clawback provisions | Not disclosed for directors | Company-wide clawbacks not specified for directors in proxy |
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Adviser & Administrator | Externally managed structure; fees paid to Adviser ($8.4–$8.5mm net/accrued FY 2024) and Administrator (~$2.5mm FY 2024); Outland chairs Compensation Committee overseeing these agreements and incentive fees |
| Affiliated Broker-Dealer | Dealer-Manager Agreement with Gladstone Securities (affiliated), paid ~$41,000 in 2024 for Series E preferred offering; conflict policy in place; independent directors approve terms |
Expertise & Qualifications
- Audit Committee financial expert; Board determined financial literacy (education/experience-based) .
-
20 years in mortgage securitization, bond insurance, and structured finance (Nomura, Citicorp, FGIC) .
- MBA (Harvard), BS Chem Eng (Georgia Tech) .
Equity Ownership
| Company | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gladstone Land (LAND) | 2,283 | <1% | As of Mar 10, 2025; no pledging disclosed for Outland |
| Gladstone Land (LAND) | 2,315 | <1% | As of Jun 4, 2025 (GAIN proxy cross-disclosure) |
| Gladstone Capital (GLAD) | 2,375 | <1% | As of Jun 4, 2025 |
| Gladstone Commercial (GOOD) | 4,065 | <1% | As of Jun 4, 2025 |
| Gladstone Investment (GAIN) | 6,579 | <1% | As of Jun 4, 2025 |
- Insider trading activity: No Form 4 transactions found for “Outland” at LAND between 2024-01-01 and 2025-11-20 (insider-trades skill query; none returned).
Governance Assessment
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Strengths
- Independent director and Audit Committee financial expert; multi-committee engagement including chairing Compensation, indicating governance expertise .
- Active committee structure with defined oversight of adviser fees, valuation, and governance; independent executive sessions held regularly .
- Conflict-of-interest policy and quarterly review/approval of affiliated transactions (Gladstone Securities), with independent director oversight .
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Concerns / RED FLAGS
- Cross-board interlocks within Gladstone fund complex and externally managed structure (Adviser/Administrator controlled by David Gladstone) create inherent conflicts; Outland chairs the committee responsible for approving adviser fees and incentives .
- Limited “skin in the game”: small personal ownership in LAND common (<1%); no director equity grants at LAND and no disclosed ownership guidelines, reducing alignment with shareholders .
- Annual meeting engagement: none of the directors attended the 2024 annual meeting, which may be viewed negatively for investor outreach .
- Fund complex compensation reliance: Outland’s total compensation across the complex is materially higher than the LAND-only amount, which can signal economic dependence on the complex rather than any single issuer .
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Additional Notes
- Say-on-Pay: Not applicable; as an externally managed REIT, LAND does not run an executive compensation program or equity plan, and thus does not provide a say‑on‑pay vote .
- Attendance: Directors met attendance thresholds; individual director attendance beyond “≥75%” is not disclosed .
Overall: Outland brings deep structured finance expertise and serves as Compensation Committee Chair overseeing adviser and administrator arrangements—critical for externally managed REIT oversight. However, interlocks across Gladstone entities, low personal ownership, and no equity-based director compensation at LAND temper alignment signals; annual meeting non-attendance (2024) is a governance engagement blemish.