Michael LiCalsi
About Michael LiCalsi
Michael LiCalsi serves as General Counsel and Secretary of Gladstone Land Corporation and is President of Gladstone Administration, LLC (the Company’s external administrator) since July 2013; he has also been General Counsel and Secretary of the Adviser and Administrator since 2009 and 2012, respectively, and Chief Legal Officer and Managing Principal of Gladstone Securities since 2010 . Following the COO’s retirement on December 2, 2024, he assumed additional operational responsibilities while the Adviser conducts a national search for a CIO . The Company is externally managed; executive compensation is not paid directly by the Company and is not disclosed at the individual level . Company performance context (revenue and EBITDA) is below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $89,236,000 | $90,319,000 | $84,763,000 |
| EBITDA ($USD) | $69,585,000* | $71,119,000* | $68,430,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gladstone Land Corporation | General Counsel & Secretary | 2014–present (evidenced by filings and meetings) | Corporate secretary, governance, legal oversight; inspector of elections |
| Gladstone Administration, LLC | President | Jul 2013–present | Oversees administrative services (recordkeeping, regulatory compliance) allocated to LAND under Administration Agreement |
| Gladstone Management Corporation (Adviser) | General Counsel & Secretary | 2009–present | Legal leadership for external manager whose fees are tied to FFO-based incentives |
| Gladstone Securities, LLC | Chief Legal Officer; Managing Principal; Board of Managers | 2010–present | Affiliate financing agent for mortgage funding; quarterly fee review by Board |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gladstone Securities, LLC | Board of Managers | 2010–present | Oversees affiliated broker-dealer providing financing services; LAND board reviews/approves fees quarterly |
Fixed Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Base salary | Not disclosed | LAND has no employees; officers are employed by Adviser/Administrator; Company does not pay salaries/bonuses |
| Target/actual bonus | Not disclosed | No direct bonuses paid by Company |
| Equity plan (RSUs/Options) | None | Company has no equity incentive plan; no stock-based awards provided |
| Pension/SERP | None provided by Company | No pension/perquisites from Company |
| Say‑on‑Pay | Not applicable | Externally managed; not required to provide summary compensation or Say‑on‑Pay |
Performance Compensation
Company-level incentives are paid to the external Adviser, not individually disclosed for LiCalsi. The Advisery Agreement metrics are below.
| Metric | Weighting | Target/Mechanics | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Pre‑incentive fee FFO vs adjusted common equity | N/A | Hurdle: 1.75% quarterly (7.0% annualized) of total adjusted common equity; Adviser receives 100% of pre‑incentive FFO above hurdle up to 2.1875% (8.75% annualized), and 20% above 2.1875% | Not disclosed | Per formula above | Paid per quarter under agreement |
| Capital gains‑based fee | N/A | 15% of aggregate realized capital gains net of losses and costs to sell when positive; no capital gains fee recognized to date | None recognized | 15% when applicable | Annually at fiscal year end |
Equity Ownership & Alignment
- LiCalsi is not listed in the 2025 proxy’s “Security Ownership of Certain Beneficial Owners and Management” table, which includes directors and named executive officers; thus, no beneficial ownership line item is provided for him .
- Insider Trading Policy prohibits short sales and trading in options/warrants/derivatives on Company/Fund securities and requires pre‑clearance of transactions; policy applies to directors, officers, employees of the Funds, Adviser, and Administrator, including household affiliates .
- Company has no equity incentive plan; therefore, no RSUs/PSUs/Options are granted by the Company .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment relationship | Officer of LAND (General Counsel & Secretary); employed by external Adviser/Administrator |
| Start dates | President, Administrator since July 2013; GC/Secretary of Adviser since 2009 and Administrator since 2012; GC/Secretary of LAND evidenced since at least 2014 |
| Contract term/expiration | Not disclosed for individual; services provided under Advisory and Administration Agreements |
| Severance/change‑of‑control | Not disclosed for individual; Advisory Agreement has manager termination fee equal to 3× average base + incentive fees over prior 24 months |
| Non‑compete/non‑solicit | Not disclosed |
| Role changes | Assumed additional operational responsibilities after COO retired on Dec 2, 2024 |
Related Party Transactions (context for alignment and potential conflicts)
| Year | Fees Paid to Gladstone Securities (Affiliated) | Notes |
|---|---|---|
| 2020 | ~$262,000 | Financing fees for property mortgages |
| 2021 | ~$166,000 | Financing fees |
| 2022 | ~$154,000 | Financing fees (~0.15% of total financings) |
| 2023 | $0 | No financing fees paid |
| 2024 | $0 | No financing fees paid; Board reviews/ratifies quarterly |
Gladstone Securities acts as non‑exclusive agent to arrange mortgage financing with fees typically 0.5%–1.0% of mortgage; LiCalsi serves on its board of managers; the Company’s Board reviews, approves and ratifies these fees each quarter .
Investment Implications
- Transparency trade‑off: As an externally managed REIT, individual officer compensation (including LiCalsi’s) is not disclosed; pay‑for‑performance visibility comes via the Adviser’s FFO‑based incentive structure, which can align management focus with shareholder returns but obscures individual retention/leverage signals .
- Alignment/risk: Absence of a Company equity plan and prohibitions on hedging/derivatives reduce incentive for short‑term stock‑based selling pressure; however, lack of reported personal ownership for LiCalsi limits “skin‑in‑the‑game” analysis for him specifically .
- Governance/affiliates: LiCalsi’s governance/legal leadership and role at the Administrator and Gladstone Securities embed him in key operational and financing workflows; related‑party financing fees have trended to zero in 2023–2024, mitigating near‑term conflict optics, while Board quarterly reviews provide oversight .
- Execution continuity: His long‑tenured roles and expanded responsibilities post‑COO retirement suggest operational continuity; CIO search (by Adviser) indicates potential evolution of investment oversight that could affect portfolio returns and incentive fee pathways .