GLADSTONE LAND REIT CORP (LAND)
Sector: Real Estate
2026 Annual Meeting Analysis
GLADSTONE LAND REIT CORP · Meeting: May 14, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors to the Class of 2029
Against Analysis
Mr. Gladstone has served as CEO and Chairman since the company's inception and the stock has lost roughly 25% over three years while the broad equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) gained about 9%, a gap of more than 34 percentage points that exceeds our 30-point trigger for directors overseeing a company with negative stock returns; the five-year picture is even worse at -33%, confirming this is sustained underperformance rather than a temporary dip, and he additionally holds executive leadership roles across multiple affiliated public companies raising overboarding concerns.
Mr. Outland has served as a director since January 2013, meaning his entire tenure overlaps with the performance measurement period; the stock has declined about 25% over three years while the equity REIT benchmark ^FNER (FTSE NAREIT All Equity REITs Index) rose roughly 9%, a gap of more than 34 percentage points that triggers our underperformance threshold, and the five-year return of -33% shows this is not a recent blip but a prolonged pattern of value erosion.
For Analysis
Both nominees up for election trigger the TSR underperformance policy threshold. The stock has lost roughly 25% over three years while the ^FNER (FTSE NAREIT All Equity REITs Index) gained about 9%, a gap exceeding our 30-point trigger for companies with negative absolute returns. The five-year record (-33%) confirms sustained underperformance with no mitigating recovery. Mr. Gladstone additionally raises overboarding concerns given his simultaneous executive leadership across multiple affiliated public companies. Both directors receive an AGAINST vote.
Say on Pay
✓ FORCEO
David Gladstone
Total Comp
N/A
Prior Support
N/A
Gladstone Land is an externally managed REIT and does not pay any salaries, bonuses, or equity awards directly to its executives; all personnel are employed and compensated by the external Adviser and Administrator rather than by the company itself. Because no named executive officer receives direct compensation from the company, the SEC does not require a Say-on-Pay vote and none appears on this ballot. This proposal type is therefore not applicable and has been included only to note its confirmed absence from the filing.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
21 yrs
Audit Fees
$710,000
Non-Audit Fees
$99,420
PwC's non-audit fees (tax services of $99,420) represent about 14% of the core audit fee ($710,000), well below the 50% threshold that would raise independence concerns, and while PwC has served since 2005 (approximately 21 years), this falls short of the 25-year tenure threshold that would trigger a No vote, so no policy conditions for a negative vote are met.
Overall Assessment
The 2026 Gladstone Land annual meeting contains two substantive proposals: election of two directors and ratification of PwC as auditor. Both director nominees receive an AGAINST vote due to sustained and significant underperformance versus the ^FNER (FTSE NAREIT All Equity REITs Index) equity REIT benchmark over both three and five years; the auditor ratification receives a FOR vote as fees and tenure are within policy limits. No Say-on-Pay proposal is present because the company is externally managed and pays no direct executive compensation.