Walter H. Wilkinson, Jr.
About Walter H. Wilkinson, Jr.
Walter H. Wilkinson, Jr. (age 79) is an independent director of Gladstone Land Corporation (LAND) and has served on the board since October 2014 . He is a venture capital industry veteran, founder and former general partner of Kitty Hawk Capital (est. 1980), and holds a BS from NC State University and an MBA from Harvard Business School . He serves as Lead Independent Director for executive sessions, is designated an “audit committee financial expert” (alternate) by the board, and chairs the Valuation Committee—credentials that signal strong governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gladstone Land Corporation | Independent Director; Lead Independent Director for executive sessions | Director since Oct 2014; Lead Director role currently | Lead Independent Director for executive sessions; Audit Committee alternate (financial expert) |
| Gladstone Land Corporation | Valuation Committee Chair | Chair since Jan 2022 | Oversees quarterly fair value of farmland; communicates valuation matters with management and auditors |
| R.F. Micro Devices (RFMD) | Director; Chairman of Board | Director from 1992; Chairman July 2008–Jan 2015 | Chaired Compensation and Governance/Nominating Committees at various periods |
| Qorvo (QRVO) | Lead Independent Director | Jan 2015–Aug 2018 | Served in lead role post RFMD–TriQuint merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gladstone Investment (GAIN) | Director; Valuation Committee Chair | Director since Oct 2014; Chair since Jan 2022 | Valuation oversight |
| Gladstone Capital (GLAD) | Director; Valuation Committee Chair | Director since Oct 2014; Chair since Jan 2022 | Valuation oversight |
| Gladstone Commercial (GOOD) | Director; Valuation Committee Chair | Director since Oct 2014; Chair since Jan 2022 | Valuation oversight |
| NACD Carolinas Chapter | Founding Chairman; Board Director | Past service; Director through Dec 2015 | NACD Leadership Fellow credential |
| NC State University Foundation | Director; prior Chair Graduate School Advisory Board | Past service | Endowed Wilkinson Research Ethics Fellowship |
| Ben Craig Center (UNC Charlotte) | Director; Chair Finance Committee | Past service | Incubator governance/finance oversight |
Board Governance
- Independence: The board affirmatively determined Wilkinson is independent under Nasdaq standards; no material disqualifying relationships found .
- Lead Independent Director: Presides over executive sessions; consults on agendas; liaison between management and independent directors .
- Attendance: Board met 5 times in FY2024; each director attended ≥75% of board and committee meetings; independent directors held 4 executive sessions .
- Annual Meeting: None of the directors attended the 2024 Annual Meeting (notable negative signal) .
| Committee | 2024 Composition | Wilkinson’s Role | Meetings in 2024 |
|---|---|---|---|
| Audit | Parker (Chair), Outland, English; Wilkinson (Alternate) | Alternate member; audit committee financial expert (alternate) | 8 |
| Compensation | Outland (Chair), Adelgren (resigned 12/15/24), Wilkinson; alternates Parker, English; Gorka added 1/8/25 | Member | 4 |
| Ethics, Nominating & Corporate Governance | Adelgren (Chair; resigned 12/15/24), Outland, Wilkinson, Gorka; Parker/English alternates; Gorka Chair from 12/15/24 | Member | 4 |
| Valuation | Outland, Parker, Wilkinson (Chair); other independents as alternates | Chair | 4 |
Fixed Compensation
| FY2024 Director Cash Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash – Wilkinson | 44,000 |
| Policy Component (Independent Directors FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Director Fee | 25,000 | Paid to each independent director |
| Board Meeting Fee | 1,000 per meeting | When attending board meetings |
| Committee Meeting Fee | 1,000 per meeting | Only if meeting held on day other than full board meeting |
| Audit Committee Chair Fee | 7,500 | Chair premium |
| Compensation Committee Chair Fee | 3,000 | Chair premium |
| Valuation Committee Chair Fee | 3,000 | Chair premium |
| Ethics Committee Chair Fee | 1,000 | Chair premium |
- No equity paid to directors; no options; reimburse reasonable out-of-pocket expenses .
Performance Compensation
LAND does not maintain equity incentive plans or grant stock-based awards; directors’ pay is cash-based with no performance metrics tied to director compensation .
| Performance-Based Element | Status |
|---|---|
| Equity grants to directors (RSUs/PSUs/Options) | None; company states no equity plan and no stock-based awards |
| Director performance metrics (TSR, EBITDA, ESG) | Not applicable for director compensation |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Gladstone Investment (GAIN) | Public (Nasdaq) | Director; Valuation Committee Chair | Shared board across Gladstone funds |
| Gladstone Capital (GLAD) | Public (Nasdaq) | Director; Valuation Committee Chair | Shared board across Gladstone funds |
| Gladstone Commercial (GOOD) | Public (Nasdaq) | Director; Valuation Committee Chair | Shared board across Gladstone funds |
| Qorvo (QRVO) | Public (Nasdaq) | Lead Independent Director | Jan 2015–Aug 2018 |
| R.F. Micro Devices (RFMD) | Former Public (Nasdaq) | Director; Chairman | 1992–Jan 2015; merged to form Qorvo |
| NACD Carolinas | Non-profit | Founding Chairman; Director | Governance credential |
| NC State University Foundation | Non-profit | Director; Chair Graduate School Advisory Board | Research ethics fellowship endowed |
| Ben Craig Center | Non-profit/incubator | Director; Chair Finance Committee | Affiliated with UNC Charlotte |
Expertise & Qualifications
- Venture capital founder/operator; decades of scaling companies across industries .
- Extensive board leadership: Chairman (RFMD), Lead Independent Director (Qorvo), Compensation and Nominating/Governance committee experience .
- Governance credentials: NACD Leadership Fellow; founding chair of NACD Carolinas .
- Financial expertise: Board-designated “audit committee financial expert” (alternate) .
- Education: BS (NC State), MBA (Harvard) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Walter H. Wilkinson, Jr. | 12,588 | <1% | Reported in beneficial ownership table; no pledge footnote for Wilkinson |
- Ownership guidelines: Not disclosed for directors in the proxy.
- Pledging: A pledge is disclosed for another director (English: 845 shares) but not for Wilkinson .
Governance Assessment
-
Positives
- Independent director; Lead Independent Director role strengthens oversight and board independence .
- Chair of Valuation Committee and audit financial expert designation support rigorous valuation and financial oversight .
- Broad external board experience (RFMD/Qorvo), including compensation and nom/gov committee leadership .
-
Potential Conflicts/Structural Risks
- Externally managed structure with significant related-party fees: ~$8.4M Adviser and ~$2.5M Administrator accrued in 2024; termination fee equals 3× average annual base + incentive fees upon termination—heightened conflict risk requiring strong independent committee oversight .
- Dealer-Manager arrangement with affiliated Gladstone Securities; company paid ~$41,000 in 2024 commissions/fees (and ~$0.6M in 2023) on Series E Preferred offering .
- Cross-directorships across Gladstone entities (GLAD/GAIN/GOOD/LAND) concentrate governance within the Gladstone ecosystem, while David Gladstone controls the Adviser and Administrator—ongoing need for vigilant Ethics and Compensation Committee monitoring of independence and fee reasonableness .
-
Alignment/Engagement Concerns
- Directors are paid cash; no equity grants or ownership requirements—limited direct pay-for-performance alignment at the director level .
- None of the directors attended the 2024 Annual Meeting—a shareholder engagement red flag .
- Insider Trading Policy prohibits short sales/options and mandates preclearance—good practice, but does not substitute for equity alignment .
-
Attendance/Process
- ≥75% attendance at board/committees; independent executive sessions held 4 times—meets minimum standards .
Related Party Transactions (Conflict Exposure Context)
- Advisory Agreement: Base management fee revised to 0.60% of prior quarter Gross Tangible Real Estate (since Q3 2021) with FFO-based incentive fee; Adviser waived $109,023 in 2024; capital gains incentive fee framework (none recognized to date) .
- Administration Agreement: Allocable overhead and personnel costs for finance/legal/compliance roles; ~$2.5M accrued in 2024 .
- Termination Fee: 3× average annual base + incentive fees for prior 24 months if agreement terminated (subject to process) .
- Dealer-Manager: Commissions up to 7% and 3% dealer-manager fee on Series E Preferred; $41,000 paid in 2024 .
RED FLAGS
- Non-attendance at the 2024 Annual Meeting by all directors .
- Cash-only director compensation; absence of equity ownership requirements or grants .
- Extensive related-party arrangements with Adviser, Administrator, and Gladstone Securities, including a sizable termination fee and ongoing offering commissions .
- Governance interlocks across Gladstone entities while Adviser/Admin are controlled by David Gladstone—persistent independence and conflict oversight burden .
Notes
- Say-on-Pay: Not applicable; no employees at LAND; executives compensated by external Adviser/Administrator; company does not provide a Say-on-Pay vote or stock-based awards .
- Insider trades table: Not disclosed in the proxy; Insider Trading Policy enforces preclearance and prohibits derivatives/short sales .