DEF 14A of Agree Realty Corp, Apr 2, 2026

DEF 14A of Agree Realty Corp

Filed Apr 2, 2026 · FY20250000917251-26-000031

Open on EDGAR

  1. BOARD MATTERS

    BOARD MATTERS

  2. BOARD MATTERS

    | THE BOARD OF DIRECTORS |

  3. BOARD MATTERS

    The Board has general oversight responsibility for our affairs, and the directors, in exercising their duties, represent and act on behalf of the stockholders. Although the Board does not have responsibility for our day-to-day management, it stays regularly informed about our business and provides guidance to management through periodic meetings and other informal communications. The Board is significantly involved in, among other things, the strategic and financial planning process, leadership development and succession planning, as well as other functions carried out through the Board committees as described below. Board Leadership Structure. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant. Richard Agree served as our Chairman of the Board and Chief Executive Officer from December 1993 to January 2013 and has served as our Executive Chairman of the Board since January 2013. Joel Agree served as our President and Chief Operating Officer from June 2009 until his promotion to Chief Executive Officer in January 2013 and has served as a director since June 2009. Subject to the direction of the Board, including the Executive Chairman, Joel Agree has general responsibility and ultimate authority for the implementation of our policies. Based on a review of the Board leadership structure in 2019, the Board created the Lead Independent Director position to further promote independence and to demonstrate our commitment to strong corporate governance. Mr. Lehmkuhl has served as the Lead Independent Director since December 2020. The Board, which consists of a majority of independent directors, exercises a strong, independent oversight function. This oversight function is enhanced by the fact that the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are comprised entirely of independent directors and by oversight by the Lead Independent Director. Under our Bylaws and Corporate Governance Guidelines, the Board has the ability to change its structure, should that be deemed appropriate and in the best interest of our Company and our stockholders. The Board believes that these factors provide the appropriate balance between the authority of those who oversee our Company and those who manage it on a day-to-day basis. Risk Management. The Board takes an active and informed role in our risk management policies and strategies. Our executive officers, who are responsible for our day-to-day risk management practices, present to the Board on the material risks to our Company, including capital markets risk, interest rate risk, operational risk, and risk related to information technology and cybersecurity. At that time, the management team also reviews with the Board our risk mitigation policies and strategies specific to each risk that is identified. Our Compensation Committee reviews and determines whether any of our compensation policies or practices subject the Company to inappropriate risk. Our Audit Committee assists the Board in fulfilling its responsibilities related to the oversight of major financial risk exposures; guidelines and policies governing the process by which management assesses and manages such risk exposures; accounting and reporting processes; our system of internal accounting and financial controls; our technology security policies and internal cybersecurity and privacy controls; and our evaluation and responsiveness to corporate sustainability risks and reporting obligations. Our Audit Committee reviews and determines cybersecurity, privacy, information security and financial risk exposures and the steps our management has taken to monitor and control these exposures. Throughout the year, management monitors our risk profile and updates the Board as new material risks are identified or the aspects of a risk previously presented to the Board materially change. Meetings. The Board and its committees meet throughout the year at regularly scheduled meetings and also hold special meetings and act by written consent as appropriate. The Board met four times during 2025. During 2025, each director attended, virtually or in person, 75% or more in aggregate of (i) the number of meetings of the Board and (ii) the number of meetings held by all committees of the Board on which such director served. It has been and is the policy of the Board that directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance by the director with the Chairman of the Board. Each director serving on the Board at the time of the 2025 annual meeting attended our 2025 annual meeting of stockholders. Lead Independent Director. Our independent directors meet in executive sessions quarterly without management. As Lead Independent Director, Mr. Lehmkuhl presides at executive sessions of our independent directors and Board meetings at which the Executive Chairman is not present; serves as liaison between the Executive Chairman and management as needed; reviews and approves Board meeting agendas, topics and schedules; communicates as appropriate with the Executive Chairman and management regarding matters discussed by the independent directors; and performs other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities. Director Independence. The NYSE listing standards set forth objective requirements for a director to satisfy, at a minimum, in order to be determined to be independent by the Board. In addition, in order to conclude a director is independent in accordance with the NYSE listing standards, the Board must also consider all relevant facts and circumstances, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, which require that a majority of our directors be independent within the meaning of the NYSE listing standards, the Board undertook a review of the independence of all non-management directors. Based upon information requested from and provided by each director and director nominee concerning his or her background, employment and affiliations, including family relationships, the Board has affirmatively determined that the following seven of our nine continuing directors are independent under NYSE listing standards and our Corporate Governance Guidelines and do not have a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the Board: Ms. Dearing, Ms. He, Mr. Hollman, Mr. Judlowe, Mr. Lehmkuhl, Mr. Rakolta, and Mr. Rossi. The Board’s director independence standards outlined in our Corporate Governance Guidelines can be found on the Sustainability tab of our website at www.agreerealty.com in the Policies and Charters section. Stock Ownership Requirements. To further align the interests of certain of our executive officers and directors with the interest of our stockholders, and to promote our commitment to sound corporate governance, the Board has adopted stock ownership guidelines. The stock ownership guidelines apply to the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Growth Officer, General Counsel and non-employee directors. A summary of those guidelines is set forth in “Compensation Discussion and Analysis — Stock Ownership Guidelines.”

  4. BOARD MATTERS

    | COMMITTEES OF THE BOARD |

  5. BOARD MATTERS

    The Board has delegated various responsibilities and authority to four standing committees of the Board. Each committee regularly reports on its activities to the full Board. Each committee, other than the Executive Committee, operates under a written charter approved by the Board, which is reviewed annually by the respective committees of the Board and is available on the Sustainability tab of our website at www.agreerealty.com in the Policies and Charters section. Each committee may form, and delegate power and authority to, subcommittees of one or more of its members for any purpose that such committee deems appropriate. The Audit Committee, the Compensation Committee and the Nominating and Governance Committee are composed entirely of independent directors. In addition, the Board has determined that each member of the Audit Committee and the Compensation Committee qualifies as independent in accordance with the additional independence rules established by the SEC and NYSE. The table below sets forth the current membership of the four standing committees of the Board and the number of meetings held in 2025 by such committees:

  6. BOARD MATTERS

    | Name | Audit | Compensation | Nominating and Governance | Executive | | Richard Agree | | | | Chair | | Joel Agree | | | | ✓ | | Karen Dearing | Chair | | | | | Merrie Frankel(1) | ✓ | | Chair | | | Linglong He | | | ✓ | | | Michael Hollman | ✓ | | ✓ | | | Michael Judlowe | | ✓ | | ✓ | | Gregory Lehmkuhl | | Chair | | | | John Rakolta, Jr. | | | | ✓ | | Jerome Rossi | | ✓ | ✓ | | | Number of Meetings in 2025 | 4 | 5 | 2 | 1 |

  7. BOARD MATTERS

    _________________________________________ (1)Ms. Frankel’s service on the Board will conclude upon the expiration of her term, and our Board intends to decrease the size of the Board to nine directors effective upon the expiration of her term. She is not standing for re-election and will no longer serve on the Board following the date of the 2026 Annual Meeting. As of May 15, 2026, our Audit Committee will be comprised of Karen Dearing (Chair), Linglong He, and Michael Hollman, and our Nominating and Governance Committee will be comprised of Michael Hollman (Chair), Linglong He and Jerome Rossi. Audit Committee. The Audit Committee is responsible for providing independent, objective oversight of our auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of our internal audit function, reviewing and discussing our policies and procedures with respect to cybersecurity risk assessment and risk management, and overseeing the evaluation and responsiveness to corporate sustainability risks and reporting obligations. In addition, the Audit Committee engages the independent registered public accounting firm. See “Audit-Related Matters — Report of the Audit Committee,” “Audit-Related Matters — Audit Committee Matters” and the Audit Committee’s charter for additional information on the responsibilities and activities of the Audit Committee. The Audit Committee charter is available on the Company’s website at www.agreerealty.com/corporate-governance. The Board has determined that each continuing Audit Committee member has sufficient knowledge in reading and understanding financial statements to serve thereon and is otherwise financially literate, and that Ms. Dearing, and Mr. Hollman qualify as “audit committee financial experts” as that term is defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has further determined that Ms. Dearing, Ms. He, and Mr. Hollman possess financial management expertise within the meaning of the listing standards of the NYSE. Compensation Committee. The Compensation Committee is responsible for overseeing compensation and benefit plans and policies, reviewing and approving equity grants and otherwise administering share-based plans, and reviewing and approving annually all compensation decisions relating to our executive officers. The Compensation Committee also has authority to grant awards under the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”). See “Compensation Discussion and Analysis,” “Compensation Committee Report” and the Compensation Committee’s charter for additional information on the responsibilities and activities of the Compensation Committee. The Compensation Committee charter is available on the Company’s website at www.agreerealty.com/corporate-governance. Role of Management. Joel Agree, our President and Chief Executive Officer, makes recommendations to the Compensation Committee with respect to the design and implementation of the compensation program for the named executive officers, supported by formal performance reviews for each named executive officer. Joel Agree does not provide input with respect to his own compensation. See “Compensation Discussion and Analysis — Determining Compensation for Named Executive Officers.” Role of Compensation Consultant. In 2025, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to assist the Company and the Compensation Committee with matters related to the Company’s executive compensation program. The Compensation Committee determined that Meridian meets the criteria for an independent consultant in accordance with SEC guidelines for such services. Nominating and Governance Committee. The Nominating and Governance Committee is responsible for establishing the requisite qualifications for directors, identifying and recommending the nomination of individuals qualified to serve as directors, establishing corporate governance practices in compliance with applicable regulatory requirements and consistent with the highest standards, recommending to the Board the corporate governance guidelines applicable to the Company, leading the Board in its annual review of the performance of the Board and management, recommending directors for each Board committee and overseeing the evaluation of the Board, including its committees, and management of the Company. The Nominating and Governance Committee also establishes corporate governance practices in compliance with applicable regulatory requirements consistent with the highest standards and recommends to the Board the corporate governance guidelines applicable to us. In addition, the Nominating and Governance Committee has formal oversight responsibility for the Company’s corporate sustainability program, including environmental sustainability and climate-related financial risks and opportunities. Refer to the Nominating and Governance Committee’s charter for additional information on the responsibilities and activities of the Nominating and Governance Committee. The Nominating and Governance Committee charter is available on the Company’s website at www.agreerealty.com/corporate-governance. Director Qualifications. Our Nominating and Governance Committee has established policies for the desired attributes of the Board as a whole, including as set forth in our Corporate Governance Guidelines. The Board seeks to ensure that a majority of its members are independent within the NYSE listing standards. Further, each director generally may not serve as a member of more than three other public company boards. In addition, Audit Committee members may not simultaneously serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. Each director must possess personal integrity, leadership skills, a business and professional background that would complement the skills and experience of the other members of the Board, the ability to think strategically about the long-term interests of the Company and our stockholders, and a breadth of knowledge about matters affecting the Company and its industry. In addition, directors must be committed to devoting the time and effort necessary to be responsible and productive members of the Board. The Board values diversity, in its broadest sense, and ensures candidates in the qualified pool from which Board candidates are chosen have diverse skills, experiences, perspectives and backgrounds. The Nominating and Governance Committee conducts reviews of current directors in light of the considerations described above and their historical contributions to the Board. The Board reviews the effectiveness of its director candidate nominating practices annually. The matrix below highlights the specific experience, knowledge and skills for each director that the Board considers important in determining the composition of the Board given the Company’s business and strategy. The absence of a mark for a particular skill does not mean that the director does not possess that skill, or experience, or is unable to contribute to the decision-making process in that area. However, the mark indicates that the item is a particularly prominent qualification, skill, or experience that the director brings to our Board. We believe that our directors are diverse and have an appropriate mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.

  8. BOARD MATTERS

    | Knowledge, Skills & Experience | R. Agree | J. Agree | K. Dearing | M. Frankel(1) | L. He | M. Hollman | M. Judlowe | G. Lehmkuhl | J. Rakolta, Jr. | J. Rossi | | Board and Executive Experience “C-suite” or Board experience with a public company or large private company, or leadership experience as a division or department leader within a large public company; understanding of governance practices | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | REITs/Real Estate Experience serving as an executive or director for a REIT or real estate company, or working closely with REITs or real estate companies as an executive or director of a related business | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Capital Markets/M&A Experience with debt and equity capital markets transactions, and/or mergers & acquisitions | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Experience or Literacy Knowledge of finance or financial reporting and an ability to analyze or evaluate financial statements | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Planning Experience defining and driving the strategic direction and growth of the operations of a business or division/department within a complex organization | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Information Technology/Cybersecurity Experience implementing technology strategies and managing/mitigating cybersecurity risks, and/or an understanding of how AI systems function and contribute to automation and operational efficiency | | | ✓ | ✓ | ✓ | | | ✓ | | | | Risk Management Experience managing complex risks in an organization including specific types of risks (financial, cyber, etc.) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Legal/Regulatory Knowledge acquired through a law degree or business experience in understanding legal risks and obligations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | | | Leadership & Talent Development Experience or expertise in management and development of human capital as an executive or leader within an organization | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate Sustainability Experience in corporate sustainability and community affairs matters, including as an executive or director, or through positions with other organizations | | | ✓ | ✓ | ✓ | | | ✓ | ✓ | | | Retail Experience Experience as an executive or director with a retail organization, or working closely with retail organizations as an executive or director at a related business | ✓ | ✓ | | | | | | | ✓ | ✓ | | Independence Independent in accordance with NYSE listing standards and our Corporate Governance Guidelines | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  9. BOARD MATTERS

    (1)Ms. Frankel’s service on the Board will conclude upon the expiration of her term. She is not standing for re-election and will no longer serve on the Board following the date of the 2026 Annual Meeting. The following charts show the composition of our ten directors1 by age, diversity, and gender.

  10. BOARD MATTERS

    | | | | | | +6 | New Independent Directors Since 2018 |

  11. BOARD MATTERS

    _____________________________________________ (1)Ms. Frankel’s service on the Board will conclude upon the expiration of her term. She is not standing for re-election and will no longer serve on the Board following the date of the 2026 Annual Meeting. Identifying and Evaluating Nominees. Generally, the Nominating and Governance Committee will re-nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board. Our Nominating and Governance Committee periodically assesses the appropriate number of directors comprising the Board and whether any vacancies on the Board are expected due to retirement or otherwise. The Nominating and Governance Committee will evaluate the qualifications set forth above and may consider additional factors it deems appropriate. Depending on the current needs of the Board, certain factors may be weighed more or less heavily by the Nominating and Governance Committee. The Nominating and Governance Committee considers candidates for the Board from any responsible source, including current Board members, stockholders, professional search firms or other persons. The Nominating and Governance Committee does not evaluate candidates differently based on who has made the recommendation. The Nominating and Governance Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates. Stockholder Nominees. Our Bylaws permit stockholders to nominate directors for consideration at an annual meeting of stockholders. We did not receive any director nominations by stockholders for the 2026 Annual Meeting. The Nominating and Governance Committee will consider properly submitted stockholder submissions for nominations to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstances. Such nominations may be made by a stockholder entitled to vote, who delivers written notice along with the additional information and materials to our Secretary in compliance with the requirements set forth in our Bylaws and below in “Additional Information — Proposals for 2027 Annual Meeting.” Any stockholder nominations proposed for consideration by the Nominating and Governance Committee should include the nominee’s name, sufficient biographical information to demonstrate that the nominee meets the qualification requirements for Board service as set forth under “Director Qualifications,” and such other information regarding each nominated person as set forth in our Bylaws and that would be required in a proxy statement filed pursuant to the SEC’s proxy rules in the event of an election contest. The nominee’s written consent to the nomination should also be included with the nominating submission, which should be addressed to: Agree Realty Corporation, 32301 Woodward Avenue, Royal Oak, MI 48073, Attention: Secretary. Executive Committee. The Executive Committee has the authority to acquire and dispose of real property and the power to authorize, on behalf of the full Board, the execution of certain contracts and agreements, including those related to our borrowing of money, and generally to exercise all other powers of the Board except for those which require action by a majority of the independent directors or the entire Board.

  12. BOARD MATTERS

    | DIRECTOR COMPENSATION |

  13. 2025 Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Karen Dearing(3) | $95,000 | $114,999 | $209,999 | | Merrie Frankel(4) | 90,000 | 114,999 | 204,999 | | Linglong He(5) | 70,000 | 114,999 | 184,999 | | Michael Hollman(6) | 70,000 | 114,999 | 184,999 | | Michael Judlowe(7) | 70,000 | 114,999 | 184,999 | | Gregory Lehmkuhl(8) | 120,000 | 114,999 | 234,999 | | John Rakolta, Jr.(9) | 70,000 | 114,999 | 184,999 | | Jerome Rossi(10) | 70,000 | 114,999 | 184,999 | | Total | $655,000 | $919,992 | $1,574,992 |

  14. COMPENSATION DISCUSSION AND ANALYSIS

    The Committee meets without management present to determine the compensation of the named executive officers. Prior to such meeting, the Committee receives compensation recommendations from Joel Agree, our President and Chief Executive Officer. We believe that because of his experience with our Company and his involvement in setting and executing the Company’s business goals, strategies, and performance, he is able to provide valuable input regarding the overall effectiveness of the management team and each individual’s contribution to our performance. Joel Agree’s recommendations are supported by formal performance reviews for each named executive officer which include an evaluation of the individual’s performance against pre-determined performance metrics. The Committee retains the authority to modify his recommendations and reviews such recommendations for their reasonableness based on Company performance, market information, and the Committee’s compensation philosophy and related considerations. Joel Agree does not provide input with respect to his own compensation. The Committee also considers at least annually whether risks arising from the Company’s compensation plans, policies and programs are reasonably likely to have a material adverse effect on the Company, and endeavors to ensure that our compensation programs provide an appropriate balance of incentives and do not encourage excessive risk-taking. Based on this review, the Committee believes that our compensation programs and processes do not incentivize risk-taking that is reasonably likely to have a material adverse effect on the Company. In 2025, the Company and the Committee utilized Meridian to assist the Committee with structuring the executive compensation program, evaluating the Company’s compensation peer group, and the accounting for and benchmarking of the Company’s executive compensation program.

  15. COMPENSATION DISCUSSION AND ANALYSIS

    | 2022 | ✓ | Enhanced disclosure by providing MBO metrics and actual results for 2021, and have continued that practice in subsequent proxy filings | | | ✓ | Updated LTI awards to be 55% performance-based and 45% time-based for all NEOs starting in 2023 | | | ✓ | Improved disclosure by providing the Company-defined Peer Group used for performance units, and have continued that practice in subsequent proxy filings | | | ✓ | Introduced a payout cap on performance units at 100% if absolute total shareholder return (“TSR”) is negative, starting with 2023 awards | | | ✓ | Augmented disclosure by adding our prior period performance unit results to the proxy statement (previously only disclosed in Form 10-K), and have continued that practice | | | ✓ | Determined a new compensation peer group that better aligns with the proxy advisory firms and is comprised of companies of comparable size and performance | | 2023 | ✓ | Enhanced our CEO’s target LTI awards to be 60% performance-based and 40% time- based starting with 2024 awards | | | ✓ | Determined it was appropriate to limit maximum bonus amounts to 200% of target for all NEOs | | | ✓ | Incorporated corporate sustainability goals into the Committee's assessment of performance for NEOs |

  16. COMPENSATION DISCUSSION AND ANALYSIS

    | 2024 | ✓ | Further enhanced our CEO’s target LTI awards to be 70% performance-based and 30% time- based starting with 2025 awards | | | ✓ | Expanded our Company-defined Peer Group for performance units to include two additional net lease peers, Broadstone Net Lease, Inc. and NETSTREIT Corporation | | | ✓ | Increased the weighting for quantitative management business objectives for the Chief Operating Officer, Chief Growth Officer, and General Counsel, while decreasing or maintaining the weighting for the qualitative assessment of business goals or objectives. | | 2025 | ✓ | Expanded and enhanced our compensation peer group by adding six peers while removing four peers. The peers added include Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Phillips Edison & Company, Inc., Regency Centers Corporation, and W. P. Carey Inc. The peers removed include Acadia Realty Trust, Retail Opportunity Investment Corp., SITE Centers Corp., and Spirit Realty Capital, Inc. | | | ✓ | Adjusted non-employee director compensation to better align with the revised compensation peer group and competitive market practices | | | ✓ | Strengthened our sector-leading stock ownership requirements: 20x base salary for the CEO, 6x base salary for other covered officers, and 8x annual cash compensation for non-employee directors |

  17. COMPENSATION DISCUSSION AND ANALYSIS

    In consultation with Meridian, the Committee assesses the competitiveness of the Company’s current compensation levels for the named executive officers on an annual basis, considering the objectives above. This assessment compares the Company’s compensation of certain named executive officers to the same officer levels of a peer group. For the purpose of 2025 compensation decisions, the Committee worked with Meridian to determine a new peer group, selecting 15 publicly traded REITs, considering factors including enterprise value, market capitalization, funds from operations, total assets and alignment with peer groups selected by proxy advisory firms. The members of the peer group for 2025 were:

  18. COMPENSATION DISCUSSION AND ANALYSIS

    Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Phillips Edison & Company, Inc., Regency Centers Corporation, and W.P. Carey Inc. were added to the peer group for 2025. Companies that were in the 2024 peer group that were not used for 2025 benchmarking include Acadia Realty Trust, Retail Opportunity Investments Corp., SITE Centers Corp. and Spirit Realty Capital, Inc. According to the materials provided to the Committee, which were prepared by Meridian: (i) assets of the peer group ranged from approximately $3.9 billion to approximately $20.1 billion, and the Company’s asset value was in the 56th percentile of the peer group; and (ii) market capitalizations of the peer group ranged from approximately $2.4 billion to approximately $15.8 billion, and the Company’s market capitalization was in the 48th percentile of the peer group. The materials provided to the Committee by Meridian included the following compensation components for the executive officers of the peer group companies: (i) base salary, (ii) target annual incentives, (iii) target total cash compensation (sum of (i) and (ii)), (iv) long-term incentives and (v) total direct compensation (sum of (iii) and (iv)). Based on these data points, the Committee believes that our compensation program is competitive and provides an appropriate mix of fixed and at-risk pay, while incentivizing both the achievement of short-term performance goals and long-term value creation for our stockholders. The Committee sets annual base salaries at a level it believes necessary to attract and retain the named executive officers, commensurate with the officers’ responsibilities, reputations, and experience. The Committee sets annual cash target incentive awards at levels it believes necessary to attract and retain the named executive officers, the amount of which ultimately is approved by the Committee and depends on management’s achievement of certain Company and individual objectives. The Committee has also determined to pay time-based long-term equity incentive compensation to (i) encourage the named executive officers to pursue strategies that will create long-term value for our stockholders, (ii) align the interests of management with those of our stockholders by tying a significant portion of compensation to the value of common stock with time-based vesting and (iii) promote continuity of management by retaining our named executive officers. The Committee paid or granted compensation during fiscal year 2025 that consisted of: (i) annual cash base salaries; (ii) annual cash incentive awards; and (iii) two forms of long-term equity-based compensation: restricted share awards subject to time-based vesting provisions over a three-year period and performance-based equity awards subject to a performance-based measurement period of three years where all shares earned vest three years after the date of the grant. The following narrative discusses the components of fiscal year 2025 compensation.

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | THE EXECUTIVE INCENTIVE PLAN |

  20. COMPENSATION DISCUSSION AND ANALYSIS

    | | 2025 Annual Cash Incentive Bonus Opportunity (as % of Base Salary) | | | | | Position | Threshold | Target | Maximum | 2025 Actual | | Chief Executive Officer | 75% | 175% | 350% | 329% | | Chief Financial Officer | 50% | 100% | 150% | 147% | | Chief Operating Officer | 50% | 75% | 150% | 150% | | Chief Growth Officer | 50% | 75% | 150% | 94% | | General Counsel | 25% | 50% | 100% | 86% |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    The annual cash incentive opportunities were awarded to the extent the Company attained certain threshold, target or maximum-level achievements for the following performance goals during 2025, as certified by the Committee in February 2026: AFFO Growth Goal: The Committee believes that AFFO per share, a non-GAAP financial measure, is an appropriate performance metric because it is a widely accepted measure of operating performance in the REIT industry that is used by analysts and investors to evaluate and compare different companies. AFFO per share adjusts for amortization and depreciation, impairment, and other items, which allows industry analysts and investors to compare the ongoing operating performance of different REITs without having to adjust for those items. Given the importance of AFFO per share growth in driving long-term stockholder value, the Committee assigned a 50% weighting to this metric for the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and General Counsel. The Committee assigned a 20% weighting to this metric for the Chief Growth Officer given the position is more focused on driving investment activity and expanding retailer relationships. The 2025 threshold, target, and maximum-level achievements and 2025 actual performance are included below:

  22. Craig Erlich — Chief Growth Officer

    Craig Erlich — Chief Growth Officer •Led the Company’s acquisition and development efforts, with approximately $1.55 billion of capital invested in 338 high-quality retail net lease properties; •Executed on 34 development or DFP projects completed or under construction with anticipated costs totaling a record of approximately $225 million; •Achieved acquisition volume of $1.44 billion in 2025, up 66% from $865 million in 2024; •Proactively engaged with retailers’ real estate and sustainability teams to advance the Company’s ESG initiatives; and •Continued to expand and deepen relationships with retailers, leading to the execution of a number of "blend and extend" transactions. The Committee determined Mr. Erlich’s individual achievements met the threshold payout level and awarded him $22,300 for this portion of his annual incentive.

  23. Danielle Spehar — General Counsel

    The Committee structured this design to reward executives for performance relative to companies facing similar market forces and align the interests of management with stockholders by incentivizing performance that drives returns exceeding our peers. Following the three-year performance period, shares of restricted common stock will be issued correlating to the levels of achievement on the performance units: 50% at Threshold, 100% at Target, 150% at Above Target and 200% at Maximum. Achievement percentages between the threshold and target and between the target and maximum levels will be interpolated based on actual results in each category. Following the performance period, all shares earned will vest on the third anniversary of the grant date. Performance levels and corresponding award funding levels for 2025 performance units are summarized in the below table:

  24. Danielle Spehar — General Counsel

    | Performance Level | 3-Year Relative TSR Positioning | % of Target Award Funded | | Below Threshold | Below 25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Above Target | 75th Percentile | 150% | | Maximum | 90th Percentile | 200% |

  25. Danielle Spehar — General Counsel

    We have historically maintained a conservative approach to providing perquisites to executive officers. We provide certain named executive officers with perquisites and other personal benefits that the Committee believes are reasonable and consistent with the overall executive compensation program and will better enable us to attract and retain superior employees for key positions. These perquisites have been carefully selected to ensure that the value provided to employees is not adverse to the interests of stockholders. The Committee periodically reviews the levels of perquisites and other personal benefits provided to the named executive officers. In 2025, certain of our officers were provided with an annual car allowance and associated car maintenance and fuel allowance. The Committee may revise, amend or add to each named executive officer’s perquisites and personal benefits if it deems it advisable. Severance Payments. We currently have employment agreements with Joel Agree, Peter Coughenour, Nicole Witteveen and Craig Erlich that provide for severance payments under specified conditions. The Committee believes these agreements help to retain executives who are essential to our long-term success. See “Executive Compensation Tables — Potential Payments Upon Termination or Change-in-Control” for a description of potential payments and benefits received by our named executive officers under our compensation plans and arrangements upon termination of employment or a change in control of our Company.

  26. Danielle Spehar — General Counsel

    | TIMING AND PRICING OF EQUITY AWARDS |

  27. Danielle Spehar — General Counsel

    We do not coordinate the timing of share‑based grants with the release of material non‑public information. The Compensation Committee approves all equity awards to our named executive officers on or before the grant date. The Committee approves its annual equity grants following completion of its annual executive compensation review at its regularly scheduled executive compensation meeting, which occurs at the beginning of the following fiscal year. The effective date for annual share‑based grants is determined at each meeting and is generally the date of such meeting or shortly thereafter. The Committee generally establishes the date for its regularly scheduled meeting at least a year in advance. Annual equity awards are typically granted in February. On occasion, the Compensation Committee may approve equity awards outside of the annual grant cycle for new hires, promotions, recognition, retention, or other purposes. While the Compensation Committee has discretionary authority to approve equity awards outside of the annual cycle, the Committee does not have a practice or policy of granting equity awards in anticipation of the release of material non‑public information and does not time the release of material non‑public information in coordination with equity award grants in a manner intended to affect the value of executive compensation. The Committee has not granted stock options or stock appreciation rights in recent years.

  28. EXECUTIVE COMPENSATION TABLES

    | SUMMARY COMPENSATION TABLE FOR 2025, 2024 AND 2023 |

  29. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Joel Agree | 2025 | $921,808 | $6,923,608 | $3,053,253 | $59,207 | $10,957,876 | | President and Chief Executive Officer | 2024 | 900,000 | 4,577,312 | 2,821,794 | 52,590 | 8,351,696 | | | 2023 | 895,481 | 4,212,330 | 3,063,015 | 55,277 | 8,226,103 | | Peter Coughenour | 2025 | 443,423 | 1,051,235 | 655,472 | 39,299 | 2,189,429 | | Chief Financial Officer, Secretary | 2024 | 423,446 | 1,015,794 | 577,408 | 29,559 | 2,046,207 | | | 2023 | 378,673 | 421,287 | 576,817 | 18,193 | 1,394,970 | | Nicole Witteveen(4) | 2025 | 443,423 | 1,051,235 | 669,000 | 39,299 | 2,202,957 | | Chief Operating Officer | 2024 | 432,600 | 507,868 | 541,415 | 32,137 | 1,514,020 | | | 2023 | 290,331 | 263,269 | 195,000 | 33,161 | 781,761 | | Craig Erlich(5) | 2025 | 443,423 | 1,051,235 | 420,164 | 42,799 | 1,957,621 | | Chief Growth Officer | 2024 | 432,600 | 1,015,794 | 481,594 | 37,429 | 1,967,417 | | | 2023 | 430,322 | 1,053,061 | 581,258 | 37,623 | 2,102,264 | | Danielle Spehar | 2025 | 407,661 | 630,696 | 351,575 | 42,799 | 1,432,731 | | General Counsel | 2024 | 395,609 | 609,453 | 355,566 | 35,992 | 1,396,620 | | | 2023 | 384,216 | 631,854 | 289,688 | 37,623 | 1,343,381 |

  30. EXECUTIVE COMPENSATION TABLES

    | GRANTS OF PLAN BASED AWARDS FOR 2025 |

  31. EXECUTIVE COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |

  32. EXECUTIVE COMPENSATION TABLES

    | OPTION EXERCISES AND STOCK VESTED IN 2025 |

  33. EXECUTIVE COMPENSATION TABLES

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL |

  34. Chief Operating Officer — Nicole Witteveen

    | Named Executive Officer | Base Salary | Bonus | Early Vesting of Stock Awards | Other(3) | Total | | Joel Agree | | | | | | | Death or Disability | $154,500 | $811,125 | $7,724,353 | $22,799 | $8,712,777 | | Change in Control | 2,781,000 | 9,758,434 | 17,768,793(2) | 22,799 | 30,331,026 | | Other (except for cause) | 1,854,000 | 5,964,873 | 17,768,793 | 22,799 | 25,610,465 | | Peter Coughenour | | | | | | | Change in Control(1) | 446,000 | 2,077,408 | 2,380,519(2) | — | 4,903,927 | | Other (except for cause) | 446,000 | — | 20,745 | — | 466,745 | | Nicole Witteveen | | | | | | | Change in Control | — | — | 1,824,160(2) | — | 1,824,160 | | Craig Erlich | | | | | | | Change in Control(1) | 446,000 | 1,481,594 | 3,132,441(2) | — | 5,060,035 | | Danielle Spehar | | | | | | | Change in Control | — | — | 1,972,470(2) | — | 1,972,470 |

  35. Chief Operating Officer — Nicole Witteveen

    | PAY RATIO |

  36. Chief Operating Officer — Nicole Witteveen

    | PAY VERSUS PERFORMANCE |

  37. Chief Operating Officer — Nicole Witteveen

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands)(7) | AFFO (per diluted common share and partnership unit)(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $10,957,876 | $13,532,208 | $1,945,685 | $2,268,724 | $133.62 | $137.53 | $204,989 | $4.33 | | 2024 | 8,351,696 | 13,525,810 | 1,731,066 | 2,358,517 | 125.35 | 133.59 | 189,832 | 4.14 | | 2023 | 8,226,103 | 5,888,290 | 1,405,594 | 1,234,150 | 106.97 | 122.84 | 170,547 | 3.95 | | 2022 | 7,656,072 | 9,778,145 | 1,048,261 | 1,110,318 | 115.13 | 108.00 | 153,035 | 3.83 | | 2021 | 7,341,625 | 8,465,147 | 825,199 | 508,644 | 111.26 | 143.06 | 122,876 | 3.51 |

  38. Chief Operating Officer — Nicole Witteveen

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $10,957,876 | $(6,923,608) | $9,497,940 | $13,532,208 | | 2024 | 8,351,696 | (4,577,312) | 9,751,426 | 13,525,810 | | 2023 | 8,226,103 | (4,212,330) | 1,874,517 | 5,888,290 | | 2022 | 7,656,072 | (3,666,730) | 5,788,803 | 9,778,145 | | 2021 | 7,341,625 | (3,469,080) | 4,592,602 | 8,465,147 |

  39. PROPOSALS

    PROPOSALS

  40. PROPOSALS

    | PROPOSAL 1 — ELECTION OF DIRECTORS |

  41. PROPOSALS

    Pursuant to the Bylaws, the directors are required to be divided into three classes serving three-year staggered terms. At the 2026 Annual Meeting, two directors will be elected to serve until the annual meeting of stockholders in 2029, or until such director’s earlier resignation, retirement or other termination of service, and, in the case of a holdover director, until his or her successor is duly elected and qualified. The Board has nominated John Rakolta, Jr. and Jerome Rossi whose terms expire at the 2026 Annual Meeting, to serve until the annual meeting of stockholders in 2029. The Board has affirmatively concluded that John Rakolta, Jr. and Jerome Rossi are independent under the applicable rules of the NYSE. Each nominee has consented to serve his or her term until his or her successor has been duly elected and qualified, if elected by the stockholders. If any nominee becomes unable or unwilling to serve between the date of this proxy statement and the 2026 Annual Meeting, the Board may designate a new nominee and the persons named as proxies by the Board will vote for that substitute nominee. Alternatively, the Board may reduce the size of the Board. The Board recommends that you vote “FOR” the election of its director nominees. The following table sets forth the director nominees and continuing directors of the Board:

  42. PROPOSALS

    | Name | Age | Title | Term Ending | | John Rakolta, Jr.(1) | 78 | Independent Director | 2026 | | Jerome Rossi(1) | 82 | Independent Director | 2026 | | Richard Agree | 82 | Executive Chairman of the Board and Director | 2027 | | Karen Dearing | 61 | Independent Director | 2027 | | Linglong He | 61 | Independent Director | 2027 | | Michael Hollman | 45 | Independent Director | 2027 | | Joel Agree | 47 | Chief Executive Officer and Director | 2028 | | Michael Judlowe | 60 | Independent Director | 2028 | | Gregory Lehmkuhl | 53 | Independent Director | 2028 |

  43. PROPOSALS

    _____________________________________________ (1)Standing for re-election to a three-year term. The biographical descriptions below set forth certain information with respect to the director nominees and continuing directors of the Board. The Board has identified specific attributes of each director that the Board has determined qualify that person for service on the Board. Ambassador John Rakolta, Jr. (Ret.) was reappointed to the Board in February 2021 and previously served as a director from August 2011 until his confirmation as United States Ambassador to the United Arab Emirates in September 2019. He currently serves as Chairman of Walbridge, a privately held construction and engineering company that has grown over multiple decades into one of the largest firms in its sector, with a strong reputation for disciplined capital allocation, operational excellence, and long-term value creation. Mr. Rakolta brings to the Board extensive experience in leading complex, capital‑intensive businesses, deep familiarity with capital markets, and a longstanding focus on governance, strategy, and shareholder alignment. In addition to his business leadership, he recently served as United States Commissioner General for Expo Dubai 2020 and as United States Ambassador to the United Arab Emirates, where he worked extensively on international trade, economic development, and large‑scale investment initiatives. Mr. Rakolta currently serves on the Board of Directors of Business Leaders for Michigan, the Richard Nixon Foundation, and as a Trustee of the Washington Institute for Near East Policy. In June 2023, he was appointed by Governor Gretchen Whitmer as Chair of the Growing Michigan Together Council, a bipartisan effort focused on long‑term economic growth and competitiveness. Mr. Rakolta holds a Bachelor of Science degree in Civil Engineering from Marquette University. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Rakolta, in light of the combination of his executive leadership, capital markets perspective, public service, and governance experience that provides valuable insight and independent judgment, particularly as the Company continues to focus on disciplined growth, capital allocation, and long‑term shareholder value creation, to continue to serve as a director of the Board. Jerome Rossi has been a Director of our Company since January 2015. Mr. Rossi currently serves as the Chief Executive Officer of R&R Consulting and previously served as the Chairman of Gabe’s Stores, a private fashion discount retailer. Mr. Rossi was formerly Senior Executive Vice President and Group President of The TJX Companies from 2005 until January 2015. He served as Chief Operating Officer of HomeGoods from 2000 to 2005, Executive Vice President and Chief Operating Officer of The Marmaxx Group from 1995 to 2000 and President and Chief Executive Officer of Marshalls from 1990 to 1995. Mr. Rossi began his career in 1967 as a Certified Public Accountant with Arthur Young & Co. Mr. Rossi currently serves on the Board of Directors of Home Base, the Board of Advisors at Bentley College, the Board of Directors at Bethany Hill School, the Board of Overseers at Newton Wellesley Hospital, the Board of Overseers at Beth Israel Hospital and the Board of Directors of The National Domestic Violence Hotline. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Rossi, in light of his extensive career as a senior executive, deep knowledge of retail real estate and retail operations, strong leadership capabilities and public company experience, to continue to serve as a director of the Board. Richard Agree has been the Executive Chairman of the Board since January 2013. From December 1993 until January 2013, he was our Chief Executive Officer and Chairman of the Board. Prior thereto, he worked as managing partner of the general partnerships which held our properties prior to the formation of our Company and the initial public offering and was President of the predecessor company since 1971. Mr. Richard Agree has managed and overseen the development of over eight million square feet of retail real estate during the past 50 years. He is a graduate of the Detroit College of Law, a member of the State Bar of Michigan and the International Council of Shopping Centers. Mr. Richard Agree is the father of Mr. Joel Agree, our Chief Executive Officer and one of our Directors. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Richard Agree, in light of his extensive company-specific, operational, market and finance experience as the founder and former Chief Executive Officer of our Company, his leadership abilities and his expertise in the ownership, development, acquisition and management of retail real estate net leased to national tenants, to continue to serve as a director of the Board. Karen Dearing was appointed to the Board in December 2020. She served as Sun Communities Inc.’s (“Sun Communities”) (NYSE: SUI) Chief Financial Officer, Treasurer and Secretary from 2008 to April 2022 and as a Senior Advisor of Sun Communities’ investments in the United Kingdom until January 2025. In her roles, she was responsible for the overall management of the information technology, accounting, tax and finance departments, and all internal and external financial reporting. Prior to becoming Chief Financial Officer and Executive Vice President, Ms. Dearing served as Senior Vice President of Sun Communities from 2006 to 2008, Corporate Controller from 2002 to 2006 and Director of Finance from 1998 to 2002. Ms. Dearing has worked extensively on Sun Communities’ accounting and finance matters related to its ground-up developments and expansions. Before joining Sun Communities, Inc., Ms. Dearing had over seven years of experience as the Financial Controller of a privately-owned automotive supplier and over four years of experience as a certified public accountant with Deloitte. Ms. Dearing holds a B.S. in accounting from Michigan State University. She is a Certified Public Accountant and a member of AICPA and MICPA. The Board has determined that it is in the best interests of our Company and our stockholders for Ms. Dearing, in light of her corporate accounting expertise and finance and real estate experience, to continue to serve as a director of the Board. Linglong He was appointed to the Board effective January 1, 2024. Ms. He has over 25 years of experience in technology and leadership. Ms. He retired from her executive roles at Rocket Companies, Inc. (“Rocket Companies”) in December 2025. Prior to her retirement, Ms. He served as the Chief Leadership Advisor and Interim Chief Data Officer of Rocket Companies (NYSE: RKT), a financial technology and consulting company. Before serving as Chief Leadership Advisor, Ms. He served as Rocket Central’s President and Chief Operating Officer from March 2020 until February 2022. From June 2010 to March 2020, Ms. He served as the Chief Information Officer of Rocket Mortgage, one of the nation’s largest mortgage lenders. Ms. He earned her Master’s degree in Software Engineering from the University of St. Thomas and a Master’s degree in Civil Engineering from Wuhan University. She obtained an undergraduate degree from Hohai University. The Board has determined that it is in the best interests of our Company and our stockholders for Ms. He, in light of her technology and leadership expertise, to continue to serve as a director of the Board.

  44. PROPOSALS

    Michael Hollman was appointed to the Board in August 2020. He currently serves as SVP, Treasurer and Head of Strategic Finance at Hilton, a position he has held since 2020. In this role, he oversees the Corporate Finance, Corporate Strategy and Global Treasury teams, and is responsible for a wide variety of activities and initiatives, including public market offerings, capital allocation, cash management, business development and Mergers & Acquisitions. Prior to becoming Treasurer, Mr. Hollman served as Vice President of Mergers & Acquisitions and Capital Markets from 2017 to 2020. Before joining Hilton, Mr. Hollman worked in investment banking, specializing in the real estate and lodging sectors. He most recently served as a Director of the Real Estate and Lodging Investment Banking Group at Citigroup from 2013 to 2017, and previously held similar roles at UBS Investment Bank from 2004 to 2013. Prior to banking, Mr. Hollman was a management consultant at Kurt Salmon Associates, now a part of Accenture Strategy, from 2004 to 2007, where he was responsible for the development and execution of strategic initiatives and supply chain-related projects for consumer product and retail companies. He currently serves on the Board of Directors and as the Treasurer on the executive committee of DC Central Kitchen. He received a B.S. in Industrial Engineering from the Georgia Institute of Technology with honors and an M.B.A. from Columbia Business School. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Hollman, in light of his corporate finance and investment banking experience, to continue to serve as a director of the Board. Joel Agree has been our President and a Director since June 2009. He was appointed as Chief Executive Officer in January 2013, and from June 2009 to that date he served as Chief Operating Officer. Prior to being promoted to President and Chief Operating Officer, from January 2006 to June 2009, Mr. Joel Agree served as our Executive Vice President. He is a member of the State Bar of Michigan and the International Council of Shopping Centers. He holds a Juris Doctor degree from Wayne State University Law School and a Bachelor of Arts degree in Political Science from the University of Michigan. Joel Agree is the son of Richard Agree, our Executive Chairman. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Joel Agree, in light of his day-to-day company-specific operational, management and market experience through his position as President and Chief Executive Officer of our Company, to continue to serve as a director of the Board. Michael Judlowe has been a Director of our Company since September 2021. Mr. Judlowe most recently served as Chairman of Jefferies’ (NYSE: JEF) US Real Estate, Gaming and Lodging investment banking practice from June 2019 to March 2021. Mr. Judlowe previously served as Co-Head of Equity Capital Markets Americas from 2013 to 2019. He joined Jefferies as a Managing Director in 2010 to establish the Real Estate Equity Capital Markets practice. Prior to his time at Jefferies, Mr. Judlowe spent 10 years in Equity Capital Markets at Citigroup. Over his career in banking, Mr. Judlowe has led a significant number of equity transactions and successful initial public offerings, including National Storage Affiliates Trust (NYSE: NSA), QTS Realty Trust, Inc. (NYSE: QTS), AmREIT, Inc. (formerly NYSE: AMRE) and ClubCorp Holdings, Inc. (formerly NYSE: MYCC). Mr. Judlowe earned his B.A. in Political Science from Tufts University and an M.B.A. in Marketing from NYU’s Stern School of Business. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Judlowe, in light of his significant experience in equity capital markets, investment banking and REITs, to continue to serve as a director of the Board. Gregory Lehmkuhl has been a Director of our Company since July 2018 and has served as our Lead Independent Director since December 2020. Mr. Lehmkuhl is the President and Chief Executive Officer of Lineage Logistics (“Lineage”) and oversees all facets of the company’s operations globally. Prior to joining Lineage, Mr. Lehmkuhl served as Corporate Executive Vice President for Con-Way and President of Con- Way Freight, where he was responsible for overall company operating and financial performance, strategic planning and business plan development, as well as direction of the company’s continuous improvement processes. Prior to Con-Way, he held senior management positions at Menlo Worldwide Logistics, Delphi Automotive Systems and Penske Logistics. Mr. Lehmkuhl holds a Bachelor’s Degree in Business from Michigan State University, as well as a Master of Business Administration from Oakland University. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Lehmkuhl, in light of his extensive operational and executive experience, to continue to serve as a director of the Board.

  45. PROPOSALS

    | PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 |

  46. PROPOSALS

    The Audit Committee currently believes that we should continue our relationship with Grant Thornton and has appointed Grant Thornton to continue as our independent accountants for 2026. See “Audit-Related Matters — Report of the Audit Committee” and “Audit-Related Matters — Audit Committee Matters” for additional information on matters related to Grant Thornton’s provision of services to us. The affirmative vote of a majority of votes cast is necessary to ratify the Audit Committee’s appointment of Grant Thornton as our independent registered public accounting firm for 2026. Abstentions are not treated as votes cast under Maryland law and, therefore, they have no effect on the outcome of this proposal. Although stockholder ratification of the appointment is not required by current law, rules or regulations and is not binding on us, the Board considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and the Audit Committee will take your vote into consideration when appointing our independent registered public accounting firm in the future. Even if the stockholders ratify the appointment of Grant Thornton, the Audit Committee in its sole discretion may terminate the engagement of Grant Thornton and engage another independent auditor at any time during the year, although it has no current intention to do so. If our stockholders do not ratify the appointment of Grant Thornton, the Audit Committee may consider such vote when determining whether to appoint our independent registered public accounting firm in the future, or determine to appoint another independent registered public accounting firm. A representative of Grant Thornton will be present at the 2026 Annual Meeting and will be provided with the opportunity to make a statement if desired. Such representative will also be available to respond to appropriate questions.