Katharine C. Gorka
About Katharine C. Gorka
Katharine C. Gorka, age 64, joined Gladstone Land Corporation’s board on August 22, 2024 and serves in the Class of 2027 with a term expiring at the 2027 annual meeting. She is President of Threat Knowledge Group and Revere Pay, Inc., and previously held senior policy and communications roles in U.S. government; she earned a BA (highest honors) from UNC–Chapel Hill and an MSc (Economics, with Distinction) from the London School of Economics in 1987 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security (Office of Policy) | Senior Policy Advisor | 2017–2020 | National security policy analysis and strategy |
| U.S. Customs and Border Protection | Press Secretary | 2020 | Strategic communications |
| The Heritage Foundation | Director, Civil Society | 2020–2022 | Policy leadership in civil society initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Threat Knowledge Group | President | Current | Provides training/expertise on threats to U.S. national security |
| Revere Pay, Inc. | President | Current | Corporate leadership role |
| Fairfax County Republican Party | Chair | Current | Elected party leadership |
Board Governance
- Independence: The Board affirmatively determined Gorka is independent under Nasdaq listing standards .
- Committees: Ethics, Nominating & Corporate Governance Committee Chair (as of Dec 15, 2024); member, Compensation Committee (as of Jan 8, 2025) .
- Board attendance: The Board met five times in FY2024; each then-current member attended at least 75% of Board and applicable committee meetings; independent directors held four executive sessions. None of the directors attended the 2024 annual meeting of stockholders (engagement watchpoint) .
- Lead Independent Director: Walter H. Wilkinson, Jr. serves as Lead Director for executive sessions, coordinating agendas and acting as liaison with management .
- Term: Class of 2027; appointed August 22, 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $25,000 | Independent directors; pro-rated for 2024 after Aug 22 appointment |
| Board meeting fee (per meeting) | $1,000 | For each Board meeting attended |
| Committee meeting fee (per meeting, if on a different day) | $1,000 | For committee meetings on days other than full Board meetings |
| Audit Committee Chair fee | $7,500 | Annual chair stipend |
| Compensation Committee Chair fee | $3,000 | Annual chair stipend |
| Valuation Committee Chair fee | $3,000 | Annual chair stipend |
| Ethics Committee Chair fee | $1,000 | Annual chair stipend; Gorka became chair on Dec 15, 2024 |
| 2024 fees earned by Gorka (cash) | $10,598 | Pro-rated after Aug 22, 2024 (line-item total reported as $10,958) |
Performance Compensation
| Equity/Variable Pay Element | Status | Performance Metrics |
|---|---|---|
| Equity awards to directors (RSUs/PSUs/options) | Not disclosed/none | Company pays directors cash fees; no equity plan disclosed for directors |
| Performance-based director compensation | Not disclosed/none | No performance metrics tied to director compensation disclosed |
Other Directorships & Interlocks
- Public company boards: No other public company directorships disclosed for Gorka in the proxy .
- Compensation Committee interlocks: None; no officer/employee service by committee members and no reciprocal interlocks disclosed .
Expertise & Qualifications
- Education: BA, UNC–Chapel Hill (highest honors); MSc Economics, London School of Economics (with Distinction) .
- Domain expertise: National security policy, strategic analysis, management; adds to diversity of views and Board expertise .
- Governance role focus: As Ethics Chair, oversees director independence and potential conflicts of interest .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Katharine C. Gorka | 0 | <1% | As of March 10, 2025; shares outstanding 36,184,658 |
| Ownership guidelines | Not disclosed | — | No director stock ownership guidelines disclosed in proxy |
Governance Assessment
- Strengths: Independent director; chairs the Ethics Committee with oversight of independence and conflicts; added to Compensation Committee in 2025; Board reports regular executive sessions and clear lead independent director structure .
- Alignment watchpoints: Gorka owned no LAND shares as of March 10, 2025, limiting direct financial alignment; director compensation is entirely cash, with modest chair fees; no disclosed director equity or performance-based incentives .
- Engagement watchpoint: The proxy states none of the directors attended the 2024 annual meeting; while not determinative, investors may view annual meeting attendance as a signal of engagement .
- Related-party exposure (company-level): Extensive affiliate arrangements with Adviser, Administrator, and Gladstone Securities; Ethics Committee (chaired by Gorka) oversees independence and conflicts, which is central to investor confidence in an externally managed REIT model .
- Risk controls: Insider Trading Policy prohibits derivatives/short positions and requires pre-clearance; Audit Committee oversight and financial expert designations; routine risk management oversight described .
RED FLAGS to monitor: absence of director share ownership for alignment ; non-attendance at 2024 annual meeting for all directors ; externally managed structure with affiliate fees necessitates strong Ethics Committee oversight (Gorka chairs) .