Global System Dynamics, Inc. *

Global System Dynamics, Inc. *

Feb 9, 2021 by Kristi Marvin

The below-announced combination was terminated on 1/24/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: DarkPulse, Inc.

ENTERPRISE VALUE: $145 million
ANTICIPATED SYMBOL: DARK

Global System Dynamics, Inc. proposes to combine with DarkPulse, Inc., an emerging company which utilizes advanced technologies, including their patented dark-pulse BOTDA laser-based critical infrastructure monitoring systems, to create the foundational technology for the operation of Smart Cities


EXTENSION – 8/9/23 – LINK

  • The SPAC approved the extension from August 9, 2023 to February 9, 2024.
    • 866,088 shares were redeemed for $10.97 per share.
    • $0.0625/share per month will be deposited into the trust account.

EXTENSION – 4/11/23 – LINK

  • The SPAC approved its auto extension from April 9, 2023 to May 9, 2023
    • $83,947 was deposited into the trust account
    • This is the third of six available one-month auto extensions

EXTENSION – 11/3/22 – LINK

  • The SPAC confirmed it will extend the time to complete a business combination for an initial three-month extension from November 9, 2022 to February 9, 2023.
    • The Sponsor will contribute $1,150,000 to the trust account.

SUBSEQUENT EVENT – 10/13/22 – LINK

  • Pursuant to the Purchase Agreement with Gladstone Sponsor, LLC, a Delaware limited liability company (the “Original Sponsor”), and the SPAC, the Company purchased 2,623,120 shares of Class B Common Stock and 4,298,496 Private Placement Warrants, each of which is exercisable to purchase one share of Class A Common Stock from the Original Sponsor, for $1,500,000 (the “Purchase Price”).
  • In addition to the payment of the Purchase Price, the New Sponsor also assumed the following obligations:
    • (i) responsibility for all of the Company’s public company reporting obligations
    • (ii) the right to provide an extension payment and extend the deadline of the Company to complete an initial business combination from 15 months from August 9, 2021 to 18 months for an additional $1,150,000
    • (iii) all other obligations and liabilities of the Original Sponsor related to the Company.
  • The New Sponsor has replaced the Company’s current directors and officers with directors and officers of the Company selected in its sole discretion. In connection with the closing of the Agreement, the Company has changed its name to “Global Systems Dynamics, Inc.”

TRANSACTION

  • The combined company is expected to have a total pro forma equity value of approximately $223 million translating into an enterprise value of approximately $145 million, with the proposed business combination to provide access to capital of up to approximately $121 million from the cash held in trust by GSD, assuming no redemptions from GSD stockholders.
  • All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of GSD and payment of transaction fees and expenses.
  • As part of the transaction, all DarkPulse shares owned by DarkPulse’s existing equity holders will be converted to common stock of the pro forma company.
  • The transaction, which has been approved by the Boards of Directors of both of DarkPulse and GSD, is expected to close in the first or second quarter of 2023.
  • The transaction remains subject to NASDAQ approving GSD’s initial listing application in connection with the merger, approval by both GSD and DarkPulse shareholders, as well as other customary closing conditions.

PIPE

  • GSD will enter into subscription agreements with certain investors pursuant to which, among other things, the Investors have agreed to subscribe for and purchase, and GSD has agreed to issue and sell to the Investors, a number of shares of Class A common stock as set forth in each applicable Subscription Agreement in exchange for an aggregate purchase price of $5,000,000.

LOCK-UP

Company & Sponsor:

  • The Sponsor and each Insider agree that it, he or she shall not Transfer any Founder Shares until the earlier to occur of:
    • (A) one-year after the completion of the Company’s initial Business Combination or
    • (B) subsequent to the Company’s initial Business Combination if the reported last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • The BCA may be terminated at any time prior to the Closing, including if the BCA is not consummated by August 9, 2023. [Amended to February 9, 2024]

ADVISORS

  • EF Hutton, division of Benchmark Investments, LLC, is acting as capital markets advisor to GSD.
  • The Basile Law Firm P.C. and Business Legal Advisors, LLC acted as legal counsel to DarkPulse in connection with the transaction.
  • The Doney Law Firm acted as legal counsel for GSD.
  • Blueshirt Capital Advisors is serving as investor relations advisor to DarkPulse.

MANAGEMENT & BOARD


Executive Officers

Rick Iler, — [Appointed]
Principal Executive Officer, Chief Financial Officer and Secretary

He has spent his professional career in the capital markets working in positions as corporate finance, chief financial officer of both public and private companies, and institutional corporate bond salesman with leading wall street firms, e.g., BearStearns, Prudential, Kidder Peabody and Smith Barney. His operational experience began working for an heir, (Shelton Ranch Corporation) of the legendary King Ranch working in budgeting, cash management and financing activities.? He worked with prominent joint ventures administering operating results with such notable companies as Shell, Prudential, Gulf & Western, and the Pritzker family. He has overseen financial reporting to regulatory agencies for numerous microcap public companies as chief financial officer where his duties evolved around facilitating various financings. His treasury experience with SavingsBank, a Texas savings bank, entailed chairing the asset/liability and investment committees, where he managed a several hundred million dollar mortgage bond arbitrage guiding it through a period of an inverted yield curve returning an annualized 25% internal rate of return. His experience entailed substantial hedging experience with exchanged traded derivatives. Throughout his career, he has been part of various investment classes of stock, debt and off balance sheet instruments in the aggregate eclipsing several hundred million in equities and debt. He has been part of high net worth, venture capital firms and leading investment banking concerns. He has a B.S. from Grand Valley State University and attended South Texas College of Law completing nearly 2 of the 3 year JD program. From 2018 to present, he has been self-employed as an independent consultant for various public companies.


David Gladstone, 78 [Resigned]
Chief Executive Officer, President, Chief Investment Officer and Director

Mr. Gladstone has been serving as the Chairman and Chief Executive Officer of Gladstone Land Corporation (Nasdaq: LAND), Gladstone Capital Corporation (Nasdaq: GLAD), Gladstone Investment Corporation (Nasdaq: GAIN) and Gladstone Commercial Corporation (Nasdaq: GOOD) since the inception of The Gladstone Companies in 2001. Prior to founding The Gladstone Companies, Mr. Gladstone served as either chairman or vice chairman of the board of directors of American Capital Strategies, Ltd. (Nasdaq: ACAS), a publicly traded leveraged buyout fund and mezzanine debt finance company, from 1997 to 2001. From 1974 to 1997, Mr. Gladstone held various positions, including chairman and chief executive officer, with Allied Capital Corporation (NYSE: ALD), Allied Capital Corporation II, Allied Capital Lending Corporation and Allied Capital Advisors, Inc., a registered investment adviser that managed the Allied companies. The Allied companies were the largest group of publicly traded mezzanine debt funds in the United States and were managers of two private venture capital limited partnerships and a private real estate investment trust (“REIT”). From 1991 to 1997, Mr. Gladstone served either as chairman of the board of directors or president of Allied Capital Commercial Corporation, a publicly traded REIT that invested in real estate loans to small and medium-sized businesses, managed by Allied Capital Advisors, Inc. He managed the growth of Allied Capital Commercial from no assets at the time of its initial public offering to $385 million in assets at the time it merged into Allied Capital Corporation in 1997. From 1992 to 1997, Mr. Gladstone served as a director, president and chief executive officer of Business Mortgage Investors, a privately held mortgage REIT managed by Allied Capital Advisors, which invested in real estate loans to small and medium-sized businesses. Mr. Gladstone is also a past director of Capital Automotive REIT, a real estate investment trust that purchases and net leases real estate to automobile dealerships. Mr. Gladstone served as a director of The Riggs National Corporation (the parent of Riggs Bank) from 1993 to May 1997 and of Riggs Bank from 1991 to 1993. He served as a trustee of the George Washington University and currently is trustee emeritus. He is a past member of the Listings and Hearings Committee of the National Association of Securities Dealers, Inc. Mr. Gladstone was the founder and managing member of The Capital Investors, LLC, a group of angel investors, and is currently a member emeritus. Mr. Gladstone holds an MBA from the Harvard Business School, an MA from American University and a BA from the University of Virginia. Mr. Gladstone has co-authored two books on financing for small and medium-sized businesses, Venture Capital Handbook and Venture Capital Investing.


Michael J. Malesardi, 60 [Resigned]
Chief Financial Officer

Mr. Malesardi has been serving as the Chief Financial Officer and Treasurer of The Gladstone Companies, Inc. and its subsidiaries, Gladstone Management Corporation and Gladstone Administration, LLC since he joined in July 2018 on an interim basis and since September 2018 on a permanent basis. He started his career with Price Waterhouse in 1982 in Washington, DC and Calgary, Alberta, rising to Audit Senior Manager. From 1992 to 2015 he served in financial leadership roles of several public and private companies including Presidio Networked Solutions, AES, OmniSky, PSINet and Watson Wyatt. From 2015 to 2016 he served as Senior Vice President of Human Resources and Chief Ethics Officer of NVR. From 2016 to 2018 he provided financial consulting services to several public companies. A CPA licensed in the Commonwealth of Virginia, Mr. Malesardi is a graduate of Washington and Lee University with a B.S. in Business Administration and Accounting.


Terry L. Brubaker, 77 [Resigned]
Chief Operating Officer and Director nominee

Mr. Brubaker served as: (1) Vice Chairman of Gladstone Capital, Gladstone Investment, Gladstone Commercial Corporation and Gladstone Land Corporation since 2004, 2005, 2004 and 2007, respectively; (2) Chief Operating Officer of Gladstone Capital Corporation, Gladstone Investment Corporation, Gladstone Commercial Corporation and Gladstone Land Corporation since 2001, 2005, 2003 and 2007, respectively; and (3) Assistant Secretary of Gladstone Capital Corporation and Gladstone Investment Corporation since October 2012. In addition, Mr. Brubaker has served as the Vice Chairman, Chief Operating Officer and a Director of Gladstone Management Corporation since 2006. He also served as President of Gladstone Management Corporation from inception through February 2006, when he assumed duties of Vice Chairman. Mr. Brubaker has also served as Chief Operating Officer of Gladstone Administration, LLC since its inception in 2005. In March 1999, Mr. Brubaker founded and, until May 1, 2003, served as Chairman of Heads Up Systems, a company providing processing industries with leading edge technology. From 1996 to 1999, Mr. Brubaker served as Vice President of the paper group for the American Forest & Paper Association. From 1992 to 1995, Mr. Brubaker served as President of Interstate Resources, a pulp and paper company. From 1991 to 1992, Mr. Brubaker served as President of IRI, a radiation measurement equipment manufacturer. From 1981 to 1991, Mr. Brubaker held several management positions at James River Corporation, a forest and paper company, including Vice President of Strategic Planning from 1981 to 1982, Group Vice President of the Groveton Group and Premium Printing Papers from 1982 to 1990 and Vice President of Human Resources Development in 1991. From 1976 to 1981, Mr. Brubaker was Strategic Planning Manager and Marketing Manager of White Papers at Boise Cascade. Previously, Mr. Brubaker was a Senior Engagement Manager at McKinsey & Company from 1972 to 1976. Prior to 1972, Mr. Brubaker was a U.S. Navy Fighter Pilot. Mr. Brubaker holds an MBA from the Harvard Business School and a BSE from Princeton University.


Michael LiCalsi, 50 [Resigned]
General Counsel & Secretary

Additionally, Mr. LiCalsi Mr. LiCalsi has served in a variety of roles at the Gladstone family of affiliated companies since 2009. He has served: (1) on the board of directors of The Gladstone Companies, Inc. since 2020 and as General Counsel and Secretary since 2009; (2) as Executive Vice President of Administration of Gladstone Management Corporation since 2020 and General Counsel and Secretary since 2009; (3) as President of Gladstone Administration, LLC since 2013 and as its General Counsel and Secretary since 2009; and (4) as General Counsel of Gladstone Capital Corporation (Nasdaq: GLAD), Gladstone Investment Corporation (Nasdaq: GAIN), Gladstone Commercial Corporation (Nasdaq: GOOD), and Gladstone Land Corporation (Nasdaq: LAND) since October 2009 and as Secretary since October 2012. Mr. LiCalsi also serves in several capacities for Gladstone Securities, LLC, serving as a member of its board of managers since 2010, a managing principal since 2011, and Chief Legal Officer and Secretary since 2010. A graduate of the George Mason University School of Law, where he served as Editor-in-Chief of the George Mason Law Review from 2004 to 2005. Mr. LiCalsi is currently a member of the Virginia State Bar and District of Columbia Bar. Before joining the Gladstone Companies, Mr. LiCalsi served as an Associate Attorney in the Washington, D.C. office of Baker Botts L.L.P., a multinational law firm. From 1996 to 2004, Mr. LiCalsi held various positions at TD Waterhouse Investor Services, Inc. (currently TD Ameritrade, Inc.), including those of regional and national vice president. Prior to his tenure in the financial services industry, Mr. LiCalsi graduated from Rutgers College, with a BA in History.


Bill Frisbie, 44 [Resigned]
Executive Vice President of East Coast Operations

Mr. Frisbie has been serving as the Executive Vice President of East Coast Operations of Gladstone Land Corporation, a fund managed by The Gladstone Companies, since October 2020, joining the team in 2006 and is responsible for sourcing and executing farmland acquisitions in the Eastern United States, as well as managing the long-term leases and capital improvements of those properties. Mr. Frisbie received his MBA from the Darden School of Business at the University of Virginia in 2006 and his BA in Biology from the University of Virginia in 1999. Mr. Frisbie is a former Chairman of the NCREIF Farmland Index and is an Associate Candidate for the Accredited Land Consultant designation.


Bill Reiman, 51 [Resigned]
Executive Vice President of West Coast Operations

Mr. Reiman has been serving as the Executive Vice President of West Coast Operations of Gladstone Land Corporation, a fund managed by The Gladstone Companies, since October 2020, joining the team as a Managing Director in August 2013 and focuses on the acquisition of agricultural land and facilities in the Western United States, as well as managing the long-term leases of those properties. Prior to joining the Company, Mr. Reiman built and managed a $25 million strawberry and raspberry farming operation in Oxnard, CA. Mr. Reiman is also the past Chairman of the Board of the California Strawberry Commission and a past Chairman of the Ventura County Agriculture Association. Mr. Reiman has a BS from the University of California at Davis in Agricultural Science and Management.


Board of Directors

Geoffrey Mullins, 48 [Appointed]
Director Nominee

He is a seasoned government relations and communications professional with nearly three decades of policy, issue advocacy, and campaign experience at both the federal and state level. After several years on Capitol Hill as a Congressional staff member, he worked in the business community for national and state-level trade associations and grassroots organizations. In the private sector, Geoff worked for a political communications and technology company providing strategic public affairs support to Fortune 500 and national trade association clients. In the year 2000, he had the pleasure of helping plan and successfully implement the Republican National Convention held in Philadelphia. For the last fifteen years, he has combined his professional experience with his love of the outdoors through work with NGOs advocating for fish and wildlife habitat conservation, clean water protections, Everglades restoration, fisheries management, Farm Bill conservation, public lands issues, and sportsmen’s access. Geoff is an avid sportsman, fly fisherman, and boater and serves on the Board of Directors of Fly Fishers International. He and his wife and son live in Washington, DC and south Florida. From 2007 to 2018, he was employed by the Theodore Roosevelt Conservation Partnership as its Chief Operating and Communications Officer. From 2019 to present, he was employed by The Everglades Foundation as its Chief Programs Officer.


Wayne E. Bale, 60 [Appointed]
Director Nominee

He has over 30 years’ experience leading projects for the U.S. Air Force and the Federal Government with extensive Federal contracting experience in all phases of project management from inception to acquisition through implementation. A career leader, he has managed teams facilitating customer interaction, proposal development, and operation execution, and served as Chief of Global Communications for the Air National Guard (ANG) Bureau in Washington DC. In this role he was responsible for the integration of ANG fixed and tactical communications systems and units. He led an integrated team of military, government civilian, and contractor engineers responsible for Base Communications field support at 88 flying Wings, 8 Combat Communications Groups, 23 Combat Communications Squadrons and 19 Engineering Installations Squadrons with a total life cycle value of over $1B in communications assets. As Commander of the 241st Engineering Installation Squadron, he led a worldwide engineering and installation mission. He is responsible for major system upgrades for numerous military installations. He is credited with leading his team to an Outstanding rating on a critical Air Force compliance inspection; a first for an engineering installation unit. A master strategist, Wayne developed operational plans, requirements, and logistical support for over 15,000 ANG personnel. He led the implementation of the Joint Incident Site Communication (JISC) system, and wireless networks. Additionally, he led the acquisition strategy development for the “One Air Force, One Network (1AF1N)” program. Wayne is a graduate of Western Illinois University with a degree in Business Administration. From 2015 to 2019, he was employed by Rivada Networks as its VP of Federal Services. From November 2019 to April 2021, he was employed by Kizano Corp. as its Executive Vice President of Business Development. From April 2021 to present, he has been working as an Independent Consultant in Federal Markets and Various sales capacities.


John J. Bartrum, 56 [Appointed]
Director Nominee

The CEO of Brightstar Innovations Group, LLC, John J. Bartrum (56 yrs), is a Capitol Hill veteran and retired federal Senior Executive Service career official with over 38 years of federal appropriations, healthcare, life science, defense, veterans and regulatory experience. An Air Force Major General, John is the Reserve Mobilization Assistant to the Air Force and Space Force Surgeon General. Elected as a Fellow in the National Academy of Public Administration. In his prior federal positions, he advised both parties as a majority senior professional staffer to the US House Appropriations Committee from 2009 to 2017. He was responsible for policy and funding issues relating to the National Institutes of Health and its 27 institutes, Centers for Medicare and Medicaid Services, Centers for Disease Control and Prevention and Biomedical Advanced Research and Development Agency, among others; and the pharmaceutical and life sciences sector more broadly. While in the House of Representatives position, he was instrumental in developing the Ebola supplemental bill, including designing the infectious disease hospital network; the emergency management and public health response to the Zika virus; and Superstorm Sandy funding. Prior to this position, he was an Associate Director of the National Institutes of Health (NIH) as its Budget Director.


Paul W. Adelgren, 78 [Resigned]
Director Nominee

Mr. Adelgren has been a director of Gladstone Land Corporation since January 2013, a director of Gladstone Capital Corporation since January 2003, a director of Gladstone Investment Corporation since June 2005 and a director of Gladstone Commercial Corporation since August 2003. From 1997 to January 2018, Mr. Adelgren served as the pastor of Missionary Alliance Church. From 1991 to 1997, Mr. Adelgren was pastor of New Life Alliance Church. From 1988 to 1991, Mr. Adelgren was the comptroller, treasurer, and vice president for finance and materials of Williams & Watts, Inc., a logistics management and procurement business located in Fairfield, New Jersey. Prior to Joining Williams & Watts, Mr. Adelgren served in the United States Navy, where he served in a number of capacities, including as the director of the Strategic Submarine Support Department, SPCC Mechanicsburg, Pennsylvania, as an executive officer at the Naval Supply Center, Charleston, South Carolina and as the director of the Joint Uniform Military Pay System, Navy Finance Center. He is a retired Navy Captain. Mr. Adelgren holds an MBA from Harvard Business School and a BA from the University of Kansas. John previously served in the National Security Division of the Office of Management and Budget (OMB) in the Executive Office of the President, responsible for advising on key activities in the Departments of Defense and Veterans Affairs, including wartime supplemental requests for medical, research and healthcare operations. In addition to his substantial general government operations and healthcare experience, John has over 38 years of military experience in both active duty and as a reserve officer. Major General Bartrum, a combat veteran, is the senior Air Force Reserve Medical and Medical Service Corps (Healthcare Executive) officer. As the mobilization assistant to the Surgeon General of the Air Force and Space Force, he assists in the leadership for a $6.1 billion health system involving a 44,000-person integrated health care delivery system serving 2.6 million beneficiaries at 76 Air Force military treatment facilities worldwide. In 2020, he was mobilized as the Government-wide COVID-19 Emergency Support Function-8 (Public Health and Medical Services) Deputy Incident Manager. John enhanced the interagency doctrine and oversaw the coordination of the joint federal agency medical response. He was recognized with many awards for this activity to include the Department of Health and Human Services Pinnacle Medal, Defense Superior Service Medal, and the Federal Health Care Executive Award for Excellence from the American Hospital Association.


Michela A. English, 71 [Resigned]
Director Nominee

Ms. English has been a director of Gladstone Land Corporation since January 2013, a director of Gladstone Capital Corporation since June 2002, a director of Gladstone Investment Corporation since June 2005 and a director of Gladstone Commercial Corporation since August 2003. Ms. English is currently a private investor and serves as a strategic advisor to companies and nonprofit organizations. Ms. English has served as a director of Fight for Children, a non-profit charitable organization focused on providing high quality education and health care services to underserved youth in Washington, D.C., since January 2017, and Ms. English served as President and Chief Executive Officer of Fight for Children from June 2006 to December 2016. From March 1996 to March 2004, Ms. English held several positions with Discovery Communications, Inc., including president of Discovery Consumer Products, president of Discovery Enterprises Worldwide and president of Discovery.com. From 1991 to 1996, Ms. English served as senior vice president of the National Geographic Society and was a member of the National Geographic Society’s Board of Trustees and Education Foundation Board. Prior to 1991, Ms. English served as vice president, corporate planning and business development for Marriott Corporation and as a senior engagement manager for McKinsey & Company. Ms. English currently serves as a director of the Hershey Trust Company and the Milton Hershey School, as a director of the Educational Testing Service (ETS), as a director of D.C. Preparatory Academy and a director of the District of Columbia Public Education Fund. Ms. English is an emeritus member of the board of Sweet Briar College. Ms. English holds a Bachelor of Arts in International Affairs from Sweet Briar College and a Master of Public and Private Management degree from the Yale University School of Management.


Caren D. Merrick, 60 [Resigned 1/10/22]
Director Nominee

Ms. Merrick has been a director of Gladstone Land Corporation, Gladstone Capital Corporation, Gladstone Commercial Corporation and Gladstone Investment Corporation since November 2014. Ms. Merrick has been CEO of Virginia Ready Initiative, a partnership between businesses and the Virginia Community College system that offers reskilling for Virginians whose employment was disrupted due to the COVID-19 pandemic, since 2020. Ms. Merrick is founder and CEO of Caren Merrick & Co., an advisory firm on growth strategies since 2014. Ms. Merrick founded and from 2014 to 2017 served as the chief executive officer of Pocket Mentor, a mobile application and digital publishing company focused on leadership development and career advancement. From 2004 to 2019, she has served as a partner with Bibury Partners, an investment and advisory firm that focuses on enterprise and consumer technology sectors. In addition, she served as a board member of WashingtonFirst Bank and chairperson of the technology committee from 2015 to 2018. She served as a board member of the Metropolitan Washington Airports Authority from 2012 to 2018. Ms. Merrick served on the board of directors of WashingtonFirst Bankshares (Nasdaq: WFBI) from May 2015 until January 2018. Ms. Merrick co-founded and from 1996 to 2001 served as an executive vice president of, webMethods, Inc., a company that provides business-to-business enterprise software solutions for Global 2000 companies. Ms. Merrick served on the boards of directors of VisualCV, a venture-backed online resume and corporate talent management solution, from 2008 to 2011, Inova Healthcare Services from 2001 to 2005, and the Northern Virginia Technology Council from 2000 to 2004. Ms. Merrick previously served as a member of the Technology Subgroup on the Virginia Governor’s Economic Development and Jobs Creation Commission from 2010 to 2011. Ms. Merrick also was director of AOL.com for America Online from 1996 to 1997, and has also been a consultant for Australia Post, a $5 billion government business enterprise that provides postal, retail and financial, logistics and fulfillment services across Australia. Ms. Merrick is also a founding investor in Venture Philanthropy Partners, a philanthropic investment organization that mentors nonprofit leaders in growing programs to improve the lives of children from low income families in the National Capital Region. She has also served on the boards of several Washington, DC area charities, including Greater DC Cares, CharityWorks, the Fairfax Symphony and the Langley School. She is an active member of ARCS – Advancing Science in America – Achievement Awards for College Scientists. She served on the Advisory Board of the Global Good Fund and the Women in Technology’s Leadership Foundry. She also serves on the board of the International Women’s Forum, Washington DC Chapter. Ms. Merrick received a BA in political science from the University of California, Los Angeles, and has received a Certificate of Director Education from the National Association of Corporate Directors.


John H. Outland, 75 [Resigned]
Director Nominee

Mr. Outland has been a director of Gladstone Land Corporation since January 2013, a director of Gladstone Capital Corporation since December 2003, a director of Gladstone Investment Corporation since June 2005 and a director of Gladstone Commercial Corporation since December 2003. Mr. Outland has been a private investor since June 2006. From March 2004 to June 2006, he served as vice president of Genworth Financial, Inc. From 2002 to March 2004, Mr. Outland served as a managing director for 1789 Capital Advisors, where he provided market and transaction structure analysis and advice on a consulting basis for multifamily commercial mortgage purchase programs. From 1999 to 2001, Mr. Outland served as vice president of mortgage-backed securities at Financial Guaranty Insurance Company where he was team leader for bond insurance transactions, responsible for sourcing business, coordinating credit, loan files, due diligence and legal review processes, and negotiating structure and business issues. From 1993 to 1999, Mr. Outland was senior vice president for Citicorp Mortgage Securities, Inc., where he securitized non-conforming mortgage products. From 1989 to 1993, Mr. Outland was vice president of real estate and mortgage finance for Nomura Securities International, Inc., where he performed due diligence on and negotiated the financing of commercial mortgage packages in preparation for securitization. Mr. Outland holds an MBA from Harvard Business School and a bachelor’s degree in Chemical Engineering from Georgia Institute of Technology.


Anthony W. Parker, 75 [Resigned]
Director Nominee

Mr. Parker has been a director of Gladstone Land Corporation since January 2013, a director of Gladstone Capital Corporation since August 2001, a director of Gladstone Investment Corporation since June 2005 and a director of Gladstone Commercial since August 2003. Mr. Parker founded Parker Tide Corp. in 1997 and has since served as Chairman of the Board. Parker Tide is a government contracting company providing mission critical solutions to the Federal Government. From 1992 to 1996, Mr. Parker was chairman of Capitol Resource Funding, Inc., a commercial finance company. Mr. Parker practiced corporate and tax law for over 15 years – from 1980 to 1983 at Verner, Liipfert, Bernhard & McPherson, and in private practice from 1983 to 1992. From 1973 to 1977, Mr. Parker served as executive assistant to the administrator of the U.S. Small Business Administration. Mr. Parker is also a director of Naval Academy Sailing Foundation, a 501(c)(3) not-for-profit corporation located in Annapolis, Maryland, a director of the Bishop Walker School, a part of the Episcopal diocese of Washington, D.C. and a vice chairman and member of the Board of Visitors, U.S. Naval Academy. Mr. Parker received his J.D. and Masters in Tax Law from Georgetown Law Center and his undergraduate degree from Harvard College.


Walter H. Wilkinson, Jr., 74 [Resigned]
Director Nominee

Mr. Wilkinson has served as a director of Gladstone Land Corporation, Gladstone Investment Corporation, Gladstone Capital Corporation and Gladstone Commercial Corporation since October 2014. Mr. Wilkinson is the founder and was a general partner of Kitty Hawk Capital, a venture capital firm established in 1980 and based in Charlotte, North Carolina, from its founding through 2016. He has served on the board of the N.C. State University Foundation and has previously served as Chairman of its Graduate School Advisory Board where he endowed the Wilkinson Research Ethics Fellowship. For many years he served on the board and as chairman of the finance committee of the Ben Craig Center, a business incubator affiliated with the University of N.C. at Charlotte. He is a past member and director of the National Venture Capital Association and is a past member and Chairman of the National Association of Small Business Investment Companies. Mr. Wilkinson was founding Chairman of the Carolinas Chapter of the National Association of Corporate Directors (NACD), and served on its board of directors from 2013 through December 2015, and has been a NACD Leadership Fellow, having completed the NACD’s program for corporate directors and its continuing educational requirements to maintain this level of recognition. Mr. Wilkinson served as a director of R.F. Micro Devices, Inc. (Nasdaq: RFMD) from 1992, serving as its Chairman of its board of directors from July 2008, until its $11 billion merger with Triquint Semiconductor, Inc. (Nasdaq: TQNT) in January 2015 to form QORVO (Nasdaq: QRVO). He served as Lead Independent Director for QORVO from January 2015 until August 2018. Mr. Wilkinson also serves or has served as a director of numerous venture-backed companies, both public and private. Mr. Wilkinson is a graduate of N.C. State University (BS) and the Harvard Graduate School of Business Administration (MBA).