Paula Novara
About Paula Novara
Paula Novara (age 55) has served as a director of Gladstone Land Corporation since October 2022 and concurrently sits on the boards of Gladstone Investment, Gladstone Capital, and Gladstone Commercial. She is Head of Resource Management for all four Gladstone public companies and Head of Human Resources, Facilities & Office Management, and IT at the Adviser; prior roles include HR leadership at WMF Group and consulting for Prudential Financial. 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; she is fluent in Italian, Spanish, and French .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WMF Group | Assistant Vice President, Human Resources | Prior to joining Gladstone (dates not specified) | HR leadership |
| Prudential Financial | Consultant | Prior to joining Gladstone (dates not specified) | HR/people advisory |
| TREEV (public imaging software vendor) | HR role | 1996–1997 | Human Resources |
| Environmental Products Corporation | Corporate HR | 1992–1996 | Human Resources |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gladstone Investment Corporation | Director | Since Oct 2022 | Affiliate public company |
| Gladstone Capital Corporation | Director | Since Oct 2022 | Affiliate public company |
| Gladstone Commercial Corporation | Director | Since Oct 2022 | Affiliate public company |
| Gladstone Land Adviser | Head of Human Resources, Facilities & Office Management and IT | Current | Executive at external manager |
| Head of Resource Management across Gladstone public companies | Executive function | Since each company’s founding | Centralized resource leadership |
Board Governance
- Independence: Not independent due to executive roles at the Company’s Adviser/Administrator; Board determined five other directors are independent, while David Gladstone (CEO/Chair) and Ms. Novara are not .
- Committee assignments: No current committee assignments at LAND (row blank across Audit, Compensation, Executive, Offering, Ethics, Valuation) .
- Attendance: Board met five times in FY2024; each then-current director attended at least 75% of Board and applicable committee meetings. Independent directors held four executive sessions .
- Annual meeting participation: No directors attended the 2024 Annual Meeting of Stockholders .
- Lead independent director: Walter H. Wilkinson, Jr. serves as Lead Independent Director for executive sessions .
| Committee | Member/Chair Status (Novara) | FY2024 Meetings |
|---|---|---|
| Audit | None | 8 |
| Compensation | None | 4 |
| Ethics, Nominating & Corporate Governance | None | 4 |
| Valuation | None | 4 |
| Executive | None | — |
| Offering | None | — |
Fixed Compensation
- Director cash compensation policy (independent directors): Annual retainer $25,000; $1,000 per Board meeting; $1,000 per committee meeting on non-Board days; Chair fees: Audit $7,500; Compensation $3,000; Valuation $3,000; Ethics $1,000. Reimbursement of reasonable expenses .
- Ms. Novara received no director fees in FY2024 because the Company does not pay directors who also serve as officers of the Company, Adviser, or Administrator .
| Director | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| Paula Novara | — | — |
Performance Compensation
- The Company has no equity incentive plan and provides no stock-based awards; as an externally managed REIT with no employees, there is no performance-based director compensation disclosed for Ms. Novara .
| Performance Element | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None; no equity plan |
| Performance metrics tied to comp | Not applicable |
| Clawback provisions (director comp) | Not disclosed for directors; Company maintains an Insider Trading Policy |
Other Directorships & Interlocks
- Public company boards: Gladstone Investment, Gladstone Capital, Gladstone Commercial (all affiliates) .
- Interlocks/affiliations: Executive roles at the Adviser and Administrator while serving on the Board of the externally managed Company; Board committees (Audit, Compensation, Ethics) are composed of independent directors, and Ms. Novara does not sit on them, which mitigates direct oversight conflicts .
Expertise & Qualifications
- Core expertise: Human resources, compensation, people management, and organizational resource management; deep institutional knowledge of Gladstone entities; multilingual (Italian, Spanish, French) .
Equity Ownership
- Beneficial ownership as of March 10, 2025: 560 shares; less than 1% of outstanding shares; no pledging disclosed for Ms. Novara in footnotes .
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Paula Novara | 560 | <1% | No pledge footnote for her; Board member |
Governance Assessment
- Independence and conflicts: Ms. Novara is not independent due to her executive roles at the Adviser/Administrator, which receive material fees under related-party agreements (approx. $8.4 million to Adviser and $2.5 million to Administrator in 2024) and include a termination fee equal to 3x the average annual base management and incentive fees, a structure that can reduce flexibility and create entrenchment risk . The Board’s conflicts policy requires approval by disinterested directors for related-party transactions, providing a mitigating control .
- Committee insulation: She holds no committee seats, and key oversight committees are independent with financially literate members and audit committee financial experts, reducing direct conflicts in pay/valuation/audit oversight .
- Director compensation alignment: She receives no Board fees, avoiding incremental cash conflicts; however, her small personal shareholdings (560 shares) suggest limited direct economic alignment via equity ownership at the Company level .
- Additional related-party exposure: Dealer-manager and financing arrangements with affiliate Gladstone Securities (approx. $41,000 fees paid in 2024; zero mortgage financing fees in 2024) underscore broader ecosystem conflicts across Gladstone entities, though such fees are reviewed and approved by the Board .
- Engagement signals: All directors met minimum attendance thresholds; however, no directors attended the 2024 annual meeting, a potential investor relations/engagement signal to monitor .
- Say-on-pay context: Externally managed structure means no say-on-pay and no executive compensation paid directly by the Company, limiting direct shareholder influence on management pay design .
RED FLAGS: Not independent (executive at Adviser/Administrator) ; structural conflicts from external management and termination fee construct ; recurring affiliated transactions (dealer-manager) ; low personal share ownership vs. peers .
Mitigants: Independent composition of oversight committees with designated financial expertise; formal conflicts policy; executive sessions led by a Lead Independent Director .