DEF 14A of Agree Realty Corp, Apr 12, 2024

DEF 14A of Agree Realty Corp

Filed Apr 12, 2024 · FY20230001104659-24-046515

Open on EDGAR

  1. The Board of Directors

    The Board of Directors 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 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 credit risk, liquidity risk, operational risk, risk related to information technology and cybersecurity, and sustainability matters. 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; and our technology security policies and internal cybersecurity and privacy controls. 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 2023. During 2023, 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 2023 annual meeting attended our 2023 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 eight of our ten 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. Frankel, Ms. He, Mr. Hollman, Mr. Judlowe, Mr. Lehmkuhl, Mr. Rakolta, and Mr. Rossi. In making this determination, the Board has considered the relationships described below under “Related Person Transactions,” and determined they do not affect independence. The Board’s director independence standards outlined in our Corporate Governance Guidelines can be found on 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, General Counsel and non-employee directors. A summary of those guidelines is set forth in “Compensation Discussion and Analysis — Stock Ownership Guidelines.”

  2. Director Compensation

    Director Compensation The Compensation Committee establishes and oversees our director compensation program. Director compensation is established with a view to attract highly qualified non-management directors and fairly compensate non-management directors for their time and effort on behalf of stockholders. In consultation with Meridian, our Compensation Committee regularly benchmarks our director compensation to that of our peers to ensure that it remains competitive to attract and retain non-employee directors.

  3. Determining Compensation for Named Executive Officers

    Determining Compensation for Named Executive Officers 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. In 2023, 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.

  4. Compensation Committee Consideration of the 2023 Vote on Executive Compensation

    | 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 | | 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 |

  5. Elements and Criteria of Compensation in 2023 for Named Executive Officers

    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. The Committee selected 13 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 are:

  6. The Executive Incentive Plan

    The Executive Incentive Plan The Company maintains an Executive Incentive Plan under which the Committee granted annual cash and long-term equity incentive awards for 2023 to our participating named executive officers. For purposes of the Executive Incentive Plan during 2023, participating named executive officers include the Chief Executive Officer, Chief Financial Officer, Chief Growth Officer, General Counsel, and Chief Operating Officer. In 2023, the Committee continued its practice of awarding annual cash awards and long-term equity incentive awards under the Executive Incentive Plan. In February 2020, following a review of the Company’s long-term equity incentive award program against that of its peer group, the Committee amended its Executive Incentive Plan through the establishment of fixed equity awards for each named executive officer. The Committee continued this practice in February 2023, granting to our officers long-term equity incentive awards comprised of restricted common stock and performance units. The restricted common stock awards are subject to time-based vesting conditions, and the restricted performance unit awards are subject to performance-based vesting conditions, which were established at the time of grant. A detailed summary of the awards and the vesting conditions are set forth below under “Long-Term Equity Incentive Compensation.” Annual Cash Incentive Awards. The Committee believes that annual cash incentive awards provide a meaningful incentive for the achievement of short-term Company and individual goals, while assisting us in retaining, attracting and motivating employees in the near term. The 2023 objectives were approved by the Committee in February 2023. For the Chief Executive Officer, the Committee considered that the target opportunity is set at a below-market 150% of base salary, similar to prior years. The Committee initially implemented this structure as it was determined that a 150% target with a 233% maximum payout (350% of base salary) would better incentivize corporate outperformance than a 175% target with a 200% maximum payout (same 350% of base salary). Following this decision in February 2023, based on stockholder and advisor feedback, the Committee determined it was appropriate to limit maximum bonus amounts to 200% of target for all NEOs, including our Chief Executive Officer. In addition, the Chief Executive Officer’s target bonus was increased from 150% to 175% of base salary for 2024 based on a review of peer benchmarking prepared by Meridian. The Committee established the incentive targets for the annual awards in recognition of the rising interest rate environment and the anticipation that it would continue to cause capital markets volatility and related challenges. AFFO per share growth reached near record levels in 2021 and 2022. This growth was driven by the lack of competition for acquiring assets during the COVID-19 pandemic as well as historically low interest rates which helped drive larger investment spreads. In 2023, while the Company still anticipated positive AFFO per share growth, the Committee reduced its target for the rate of growth year-over-year. This reduction in the target growth rate was driven by an unprecedented rise in short-term interest rates as well as the 10-year U.S. Treasury yield, resulting in the most restrictive rate environment in four decades. The increase in interest rates drove an increase in the Company's cost of capital and decreased investment spreads. In addition, the increase in interest rates combined with the challenges faced by regional banks resulted in a slowdown in transaction activity in the real estate markets. The Committee recognizes that the acquisition volume targets established for the Company in 2023 were lower than 2022, however the targets did not decrease nearly as much as real estate transaction volume across the industry. In addition, the Company achieved acquisition volume that was significantly above pre-pandemic levels despite these headwinds. Lastly, the Committee elected to set the 2023 targets for the remaining management business objectives at the same level as 2022 despite the aforementioned headwinds. The Committee did not make any adjustments to pre-established targets during the year. The 2023 threshold, target, and maximum cash incentive award opportunity, as well as the 2023 actual award as a percentage of base salary, are included below.

  7. The Executive Incentive Plan

    | | 2023 Annual Cash Incentive Bonus Opportunity (as % of Base Salary) | | | | | Position | Threshold | Target | Maximum | 2023 Actual | | Chief Executive Officer | 75% | 150% | 350% | 340% | | Chief Financial Officer | 50% | 100% | 150% | 150% | | Chief Operating Officer(1) | 15% | 30% | 45% | 45% | | Chief Growth Officer(1) | 50% | 75% | 150% | 134% | | General Counsel | 25% | 50% | 100% | 75% |

  8. The Executive Incentive Plan

    (1) Nicole Witteveen, our former Executive Vice President, People & Culture and Chief of Staff was promoted to Chief Operating Officer on September 18, 2023. Craig Erlich, our former Chief Operating Officer assumed the role of Chief Growth Officer on September 18, 2023. No adjustments were made to the dollar amounts of the 2023 annual cash incentive bonus opportunity in connection with these changes. The base salary for Ms. Witteveen was adjusted at the time of her promotion to Chief Operating Officer. The percentages reflect the 2023 annual cash incentive bonus opportunities and actual results in comparison to her base salary as Chief Operating Officer. 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 2023, as certified by the Committee in February 2024: AFFO Growth Goal: For the Chief Executive Officer, Chief Financial Officer, Chief Growth Officer, General Counsel and Chief Operating Officer, 50% of the award was based upon year-over-year percentage growth of the Company’s AFFO per share. 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 each of the aforementioned officers. The 2023 threshold, target, and maximum- level achievements and 2023 actual performance is included below:

  9. The Executive Incentive Plan

    | | Threshold | Target | Maximum | 2023 Actual | | AFFO Growth | 0.0% | 1.5% | 3.0% | 3.1% |

  10. The Executive Incentive Plan

    | Cash Award Summary | Threshold | Target | Maximum | 2023 Actual | Award % of Target | | Chief Executive Officer | $337,500 | $675,000 | $1,575,000 | $1,575,000 | 233% | | Chief Financial Officer | $96,250 | $192,500 | $288,750 | $288,750 | 150% | | Chief Operating Officer(1) | $32,500 | $65,000 | $97,500 | $97,500 | 150% | | Chief Growth Officer(1) | $108,150 | $162,225 | $324,450 | $324,450 | 200% | | General Counsel | $48,281 | $96,563 | $193,125 | $193,125 | 200% |

  11. The Executive Incentive Plan

    (1) Nicole Witteveen, our former Executive Vice President, People & Culture and Chief of Staff was promoted to Chief Operating Officer on September 18, 2023. Craig Erlich, our former Chief Operating Officer assumed the role of Chief Growth Officer on September 18, 2023. Management Business Objectives: For the Chief Executive Officer, Chief Financial Officer, and Chief Growth Officer, 35%, 35%, and 40%, respectively, of the award was based upon the achievement of specific operating and management business objectives. The Committee believes that the targets set for each objective are rigorous and aligned with creating long-term stockholder value. In response to stockholder feedback and to further enhance the transparency of our annual incentive disclosure, we have included the weightings for each objective for our CEO. The weighting for each measure may vary from year-to-year and is determined based on each named executive officer’s contribution to an objective or overall priority. The Committee believes that the operating and management business objectives outlined below are critical to the Company's external growth, balance sheet management, and portfolio quality, all of which drive long-term stockholder value. Given the importance of external growth in driving AFFO per share growth, the metrics related to acquisitions and development received the highest weighting for the Company’s CEO. The metrics related to balance sheet management and portfolio quality ensure that the CEO is motivated to drive external growth and AFFO per share growth in a responsible and prudent manner. The specific operating and management business objectives are detailed below:

  12. The Executive Incentive Plan

    | Management Business Objectives | Weightings | Threshold | Target | Maximum | Actual | | Acquisition Volume | 15.0% | $800.0 | $1,000.0 | $1,200.0 | $1,192.9 | | Development & Development Funding Platform Commenced | 5.0% | $25.0 | $50.0 | $75.0 | $53.5 | | Fixed Charge Coverage Ratio at Year-End | 5.0% | 4.50x | 4.75x | 5.00x | 5.00x | | Net Debt to Recurring EBITDA at Year-End(1) | 5.0% | 5.5x | 5.0x | 4.5x | 4.3x | | Investment Grade Tenants as % of Annualized Base Rent | 2.5% | 60.0% | 62.5% | 65.0% | 69.1% | | Portfolio Occupancy | 2.5% | 96.5% | 97.5% | 98.5% | 99.8% |

  13. The Executive Incentive Plan

    $ in millions. (1) Proforma for the settlement of any outstanding forward equity at year-end. The threshold, target, and maximum-level achievements and 2023 actual performance are included below:

  14. The Executive Incentive Plan

    | Cash Award Summary | Threshold | Target | Maximum | 2023 Actual | Award % of Target | | Chief Executive Officer | $236,250 | $472,500 | $1,102,500 | $1,015,515 | 215% | | Chief Financial Officer | $67,375 | $134,750 | $202,125 | $201,442 | 149% | | Chief Growth Officer(1) | $86,520 | $129,780 | $259,560 | $235,178 | 181% | | General Counsel(2) | N/A | N/A | N/A | N/A | N/A | | Chief Operating Officer(3) | N/A | N/A | N/A | N/A | N/A |

  15. The Executive Incentive Plan

    (1) Craig Erlich, our former Chief Operating Officer assumed the role of Chief Growth Officer on September 18, 2023. (2) The award for the General Counsel was not related to the achievement of specific operating results given the nature of her position. (3) Nicole Witteveen, our former Executive Vice President, People & Culture and Chief of Staff was promoted to Chief Operating Officer on September 18, 2023. Given the nature of her previous position, her award was not related to the achievement of specific operating results. Achievements of Business Goals: The Company uses the Korn Ferry Leadership Architecture for evaluation of its Executive Team. Six specific competencies have been identified as Core Competencies (“Competencies”): 1) Drives Results, 2) Action Orientation, 3) Business Insight, 4) Communicates Effectively, 5) Collaborates and 6) Being Resilient. The Competencies are reviewed against performance on a quarterly and annual basis. The Competencies are used to measure each executive’s performance against key business goals on a quarterly and annual basis. For the Chief Executive Officer and Chief Financial Officer, 15% of the award was based upon the Committee’s qualitative assessment of their achievement of business goals or objectives. For the Chief Growth Officer, 10% of the award was based upon the Committee’s qualitative assessment of his achievement of business goals or objectives. For the General Counsel and Chief Operating Officer, 50% of the award was based upon the Committee’s qualitative assessment of their achievement of business goals or objectives. While the Committee takes the Chief Executive Officer’s recommendations under advisement in determining each named executive officer’s individual performance, the Committee retains the authority and responsibility to make the final compensation decision. The Committee evaluates each named executive officer’s performance through reports by these executives to the Board and other interactions with these executives concerning the Company’s strategy, operations, and performance. For 2023, the Committee’s assessment including the following individual goals and contributions:

  16. Craig Erlich — Chief Growth Officer

    Craig Erlich — Chief Growth Officer • Led the Company’s acquisition and development efforts, with $1.34 billion of capital invested or committed in 319 high-quality retail net lease properties; • Achieved a record 37 development or DFP projects completed or under construction with anticipated total costs of approximately $150 million; • Continued to make enhancements to arc, the Company’s proprietary technology platform, with the implementation of the Development and Construction module to improve processes and enhance automation; and • Proactively engaged with retailers’ real estate and sustainability teams to advance the Company’s ESG initiatives. The Committee determined Mr. Erlich’s individual achievements met the threshold payout level and awarded him $21,630 for this portion of his annual incentive.

  17. 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% |

  18. Perquisites and Other Benefits

    Perquisites and Other Benefits 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 2023, certain of our officers were provided with an annual car allowance, 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 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.

  19. Timing and Pricing of Share-Based Grants

    Timing and Pricing of Share-Based Grants We do not coordinate the timing of share-based grants with the release of material non-public information. The Committee approves its annual grants of restricted stock to the named executive officers 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. The Committee has not granted stock options in recent years.

  20. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the total compensation paid or earned by each of the named executive officers in 2023, 2022 and 2021.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Joel Agree President and Chief Executive Officer | 2023 | 895,481 | 4,212,330 | 3,063,015 | 55,277 | 8,226,103 | | | 2022 | 875,000 | 3,666,730 | 3,062,500 | 51,842 | 7,656,072 | | | 2021 | 875,000 | 3,469,080 | 2,947,365 | 50,180 | 7,341,625 | | Peter Coughenour Chief Financial Officer, Secretary(4) | 2023 | 378,673 | 421,287 | 576,817 | 18,193 | 1,394,970 | | | 2022 | 350,000 | 89,985 | 525,000 | 15,657 | 980,641 | | | 2021 | 163,365 | 44,998 | 90,000 | 9,457 | 307,820 | | Craig Erlich(5) Chief Growth Officer | 2023 | 430,322 | 1,053,061 | 581,258 | 37,623 | 2,102,264 | | | 2022 | 416,462 | 471,429 | 598,500 | 44,868 | 1,531,259 | | | 2021 | 392,308 | 111,468 | 577,369 | 41,630 | 1,122,775 | | Danielle Spehar General Counsel | 2023 | 384,216 | 631,854 | 289,688 | 37,623 | 1,343,381 | | | 2022 | 367,039 | 314,242 | 375,000 | 39,140 | 1,095,421 | | | 2021 | 324,808 | 297,291 | 165,000 | 36,213 | 823,312 | | Nicole Witteveen(6) Chief Operating Officer | 2023 | 290,331 | 263,269 | 195,000 | 33,161 | 781,761 | | | 2022 | 234,054 | 149,975 | 177,000 | 24,694 | 585,722 | | | 2021 | 161,699 | 309,989 | 100,000 | 10,047 | 581,735 |

  22. Summary Compensation Table

    (1) The amounts reported represent the grant date fair value of restricted stock and performance-based units granted under the 2020 Plan. Regarding the performance-based units, the amounts reported reflect the grant date fair value determined in accordance with FASB ASC Topic 718. For a discussion of the assumptions used to calculate the value of performance share awards made to named executive officers, refer to Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts that would be earned at the maximum performance level are set forth below in the Grant of Plan-Based Awards Table. For Ms. Witteveen, the amount reported in 2021 includes a one-time bonus in the form of restricted stock on August 19, 2021. Ms. Witteveen received 3,369 shares subject to time-based vesting provisions over a five-year period in connection with the award, based on a fair market value of $74.21 per share, the closing price of our common stock on August 19, 2021. The grant date fair value of the restricted stock is calculated as the closing price of our common stock as quoted on the NYSE on the grant date multiplied by the number of shares subject to the award. (2) The amounts reported represent annual cash incentive awards under the Executive Incentive Plan or pursuant to separate determination by the Compensation Committee. Because Mr. Coughenour was not appointed to Chief Financial Officer until December 2021, Mr. Coughenour’s non-equity incentive plan award for 2021 was not granted pursuant to the Executive Incentive Plan. Because Ms. Witteveen was not appointed to Executive Vice President, People & Culture, Chief of Staff until August 2021, Ms. Witteveen’s non-equity incentive plan award for 2021 was not granted pursuant to the Executive Incentive Plan. (3) For Mr. Agree, the amounts reported in 2023 represent the aggregate incremental cost to the Company of his matching Simple IRA contribution, $15,500; health insurance premiums, $18,623; and annual car allowance and associated car maintenance and fuel, $21,154. For Mr. Coughenour, the amounts reported in 2023 represent the aggregate incremental cost to the Company of his matching Simple IRA contribution, $11,360; and health insurance premiums, $6,833. For Mr. Erlich, the amounts reported in 2023 represent the aggregate incremental cost to the Company of his matching Simple IRA contribution, $19,000; and health insurance premiums, $18,623. For Ms. Spehar, the amounts reported in 2023 represent the aggregate incremental cost to the Company of her matching Simple IRA contribution, $19,000; and health insurance premiums, $18,623. For Ms. Witteveen, the amounts reported in 2023 represent the aggregate incremental cost to the Company of her matching Simple IRA contribution, $15,500; and health insurance premiums, $17,661. (4) Mr. Coughenour was appointed as Chief Financial Officer and Secretary in December 2021. (5) Mr. Erlich served as Chief Investment Officer from August 2020 to February 2021, Chief Operating Officer from February 2021 to September 2023 and Chief Growth Officer beginning in September 2023. Ms. Witteveen was appointed Executive Vice President, People & Culture and Chief of Staff in August 2021 and Chief Operating Officer in September 2023.

  23. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table sets forth information concerning equity and non-equity awards granted to the named executive officers in 2023:

  24. Grants of Plan-Based Awards for 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards; Number of Shares of Units (#)(1) | Grant Date Fair Value of Stock and Awards ($)(2) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Joel Agree(3) | 2/3/2023 | $675,000 | $1,350,000 | $3,150,000 | — | — | — | — | — | | Joel Agree | 2/23/2023 | — | — | — | — | — | — | 24,567 | 1,800,024 | | Joel Agree | 2/23/2023 | — | — | — | 15,013 | 30,026 | 60,052 | — | 2,412,306 | | Peter Coughenour(3) | 2/3/2023 | $192,500 | $385,000 | $577,500 | — | — | — | — | — | | Peter Coughenour | 2/23/2023 | — | — | — | — | — | — | 2,457 | 180,024 | | Peter Coughenour | 2/23/2023 | — | — | — | 1,502 | 3,003 | 6,006 | — | 241,263 | | Craig Erlich(3) | 2/3/2023 | $216,300 | $324,450 | $648,900 | — | — | — | — | — | | Craig Erlich | 2/23/2023 | — | — | — | — | — | — | 6,142 | 450,024 | | Craig Erlich | 2/23/2023 | — | — | — | 3,753 | 7,506 | 15,012 | — | 603,036 | | Danielle Spehar(3) | 2/3/2023 | $96,563 | $193,125 | $386,250 | — | — | — | — | — | | Danielle Spehar | 2/23/2023 | — | — | — | — | — | — | 3,685 | 270,000 | | Danielle Spehar | 2/23/2023 | — | — | — | 2,252 | 4,504 | 9,008 | — | 361,854 | | Nicole Witteveen(3) | 2/3/2023 | $65,000 | $130,000 | $195,000 | — | — | — | — | — | | Nicole Witteveen | 2/23/2023 | — | — | — | — | — | — | 1,535 | 112,469 | | Nicole Witteveen | 2/23/2023 | — | — | — | 939 | 1,877 | 3,754 | — | 150,799 |

  25. Grants of Plan-Based Awards for 2023

    (1) The equity awards set forth in this column reflect restricted stock granted in 2023. Awards vest in equal annual installments over a three-year period from February 23, 2023, the date of the grant. Awards set forth in this column were granted under the 2020 Plan. Cash dividends are paid on the restricted stock during the vesting period. (2) The amounts reported in this column represent the full value of the stock awards granted in 2023 and have been granted in accordance with the 2020 Plan. The awards consist of 45% restricted common stock subject to time-based vesting provisions over a three-year period and 55% performance-based units subject to a performance-based measurement period of three years and all shares earned vest three years after the date of the grant. Regarding the performance-based units, the amounts reported assume the achievement of target performance levels. Represents possible payouts under the Company’s Executive Incentive Plan. Actual bonuses earned for 2023 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2023. Narrative Disclosure of Summary Compensation Table and Grants of Plan-Based Awards Table In the case of Ms. Spehar and Ms. Witteveen, base salary determinations and grants of plan-based awards during the periods reflected in the tables above were influenced by the promotions discussed below. Ms. Spehar was promoted to General Counsel in February 2019 and her compensation was increased based on a review of executive officers of peer group companies in similar positions. The compensation reflected in the Summary Compensation Table above is based on the Committee’s review of peer group benchmarking on an annual basis. Ms. Witteveen was promoted to Executive Vice President, People & Culture and Chief of Staff in August 2021 and promoted to Chief Operating Officer in September 2023. Ms. Witteveen’s base salary was increased based on a review of executive officers of peer group companies in similar positions. The compensation reflected in the Summary Compensation Table above is based on the Committee’s review of peer group benchmarking on an annual basis. For a discussion of the material terms of the employment agreements of Joel Agree, Peter Coughenour, and Craig Erlich, see “Executive Compensation Tables — Potential Payments Upon Termination or Change-in-Control — Employment Agreements” discussion below.

  26. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table sets forth information on the holdings of unvested stock awards by the named executive officers as of December 31, 2023. No stock options are outstanding.

  27. Outstanding Equity Awards at December 31, 2023

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Joel Agree | 2/23/2023 | 46,547 | 2,930,134 | 30,026 | 1,890,137 | | | 2/23/2022 | 31,404 | 1,976,882 | 27,946 | 1,759,201 | | | 2/23/2021 | 16,265 | 1,023,882 | 27,107 | 1,706,386 | | | 2/23/2020 | 8,791 | 553,393 | — | — | | | 2/23/2019 | 5,121 | 322,367 | — | — | | Peter Coughenour | 2/23/2023 | 2,457 | 154,668 | 3,003 | 189,039 | | | 2/23/2022 | 1,150 | 72,393 | — | — | | | 2/23/2021 | 419 | 26,376 | — | — | | | 2/23/2020 | 189 | 11,898 | — | — | | | 2/23/2019 | 91 | 5,728 | — | — | | Craig Erlich | 2/23/2023 | 6,142 | 386,639 | 7,506 | 472,503 | | | 2/23/2022 | 2,874 | 180,918 | 3,593 | 226,179 | | | 2/23/2021 | 523 | 32,923 | 871 | 54,829 | | | 2/23/2020 | 1,816 | 114,317 | — | — | | Danielle Spehar | 2/23/2023 | 3,685 | 231,971 | 4,504 | 283,527 | | | 2/23/2022 | 1,916 | 120,612 | 2,395 | 150,765 | | | 2/23/2021 | 1,393 | 87,689 | 2,323 | 146,233 | | | 2/23/2020 | 1,006 | 63,328 | — | — | | | 2/23/2019 | 182 | 11,457 | — | — | | Nicole Witteveen | 2/23/2023 | 1,535 | 96,628 | 1,877 | 118,157 | | | 2/23/2022 | 1,916 | 120,612 | — | — | | | 2/23/2021 | 2,578 | 162,285 | — | — | | | 2/23/2020 | 152 | 9,568 | — | — | | | 2/23/2019 | 141 | 8,876 | — | — |

  28. Outstanding Equity Awards at December 31, 2023

    Shares of restricted stock and performance units vest in the following years. Performance units are subject to a performance-based measurement period of three years. For performance units granted in 2023, following the performance period, all shares earned will vest three years after the grant date. For performance units granted prior to 2023, following the performance period, one third of the shares earned will vest each year for three years. Regarding the performance-based units, the amounts reported assume the achievement of target performance levels. In February 2024, the Compensation Committee certified that the 2021 performance unit awards were earned at 76% of target given the Company’s three-year total shareholder return performance was in the 47th percentile of the MSCI US REIT Index and in the 29th percentile of the Company-defined Peer Group. Shares of restricted stock granted in 2023 vest in equal installments over a three-year period from the date of grant. Shares of restricted stock granted prior to 2023 vest in equal installments over a five-year period from the date of grant.

  29. Outstanding Equity Awards at December 31, 2023

    | | 2024 | 2025 | 2026 | 2027 | | Joel Agree | 57,790 | 52,936 | 67,577 | 14,904 | | Peter Coughenour | 1,430 | 1,341 | 4,250 | 288 | | Craig Erlich | 4,141 | 5,336 | 11,933 | 1,915 | | Danielle Spehar | 3,632 | 4,247 | 8,248 | 1,277 | | Nicole Witteveen | 2,068 | 1,927 | 3,725 | 479 |

  30. Outstanding Equity Awards at December 31, 2023

    Based upon the closing price of our common stock on the NYSE on December 31, 2023 of $62.95.

  31. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information on the shares of restricted stock and performance units or shares held by the named executive officers that vested during 2023. No stock options are outstanding.

  32. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Joel Agree | 59,904 | 4,389,166 | | Peter Coughenour | 715 | 52,388 | | Craig Erlich | 1,801 | 121,154 | | Danielle Spehar | 1,822 | 133,498 | | Nicole Witteveen | 1,555 | 104,576 |

  33. Option Exercises and Stock Vested in 2023

    (1) The value realized is based on the number of shares of stock that vested on the vesting date multiplied by the closing price of our common stock on the NYSE on the vesting date.

  34. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following section describes and quantifies potential payments and benefits to the named executive officers as of December 31, 2023, under our compensation and benefit plans and arrangements upon termination of employment or a change in control of our Company. Joel Agree, Peter Coughenour and Craig Erlich are subject to employment agreements with us that provide certain benefits in the event of the termination of their employment or a change in control. In addition, certain of our compensatory plans contain provisions, applicable to all of our named executive officers, regarding the acceleration of vesting and payment upon specified termination events, including in connection with a change in control.

  35. Change In Control/Severance Payment Tables

    | Named Executive Officer | Base Salary | Bonus | Early Vesting of Stock Awards | Other(3) | Total | | Joel Agree | | | | | | | Death or Disability | $150,000 | $1,350,000 | $6,806,658 | $18,623 | $8,325,281 | | Change in Control | 2,700,000 | 8,806,609 | 12,162,381(2) | 18,623 | 23,687,613 | | Other (except for cause) | 1,800,000 | 4,971,073 | 12,162,381 | 18,623 | 18,952,077 | | Peter Coughenour | | | | | | | Change in Control(1) | 385,000 | 1,525,000 | 460,102(2) | — | 2,370,102 | | Other (except for cause) | 385,000 | — | 18,067 | — | 403,067 | | Craig Erlich | | | | | | | Change in Control(1) | 432,600 | 1,598,500 | 1,468,309(2) | — | 3,499,409 | | Danielle Spehar | | | | | | | Change in Control | — | — | 1,095,582(2) | — | 1,095,582 | | Nicole Witteveen | | | | | | | Change in Control | — | — | 516,127(2) | — | 516,127 |

  36. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Joel Agree, our President and Chief Executive Officer. The Company’s Chief Executive Officer to median employee pay ratio was calculated in accordance with SEC requirements. However, due to the flexibility afforded in calculating the pay ratio, the ratio presented herein is a reasonable estimate and may not be comparable to the pay ratio presented by other companies. The Company identified the median employee by examining 2023 compensation for all employees of the Company excluding the President and Chief Executive Officer. We determined our median employee compensation, based on total compensation including base salary, bonuses earned, incentive stock granted and health care premiums for each of our 71 employees, excluding Mr. Joel Agree, as of December 31, 2023, to be $137,404. As disclosed in the Summary Compensation Table, our current Chief Executive Officer’s annual total compensation for 2023 was $8,226,103. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer and President to the median of the annual total compensation of all other employees was 60 to 1. The compensation measure described above was consistently applied to this entire employee population. The Company did not make any assumptions, adjustments or estimates with respect to the employee population or the compensation measure and did not annualize the compensation for any employees that were not employed by the Company for all of 2023.

  37. Pay Versus Performance

    Pay Versus Performance The following table provides information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  38. Pay Versus Performance

    | 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) | | 2023 | $8,226,103 | $5,888,290 | $1,405,594 | $1,234,150 | $105.37 | $113.54 | $170,547 | $3.95 | | 2022 | $7,656,072 | $9,778,145 | $1,048,261 | $1,110,318 | $113.42 | $99.82 | $153,035 | $3.83 | | 2021 | $7,341,625 | $8,465,147 | $825,199 | $508,644 | $109.60 | $132.23 | $122,876 | $3.51 | | 2020 | $7,517,366 | $7,975,373 | $761,782 | $764,191 | $98.51 | $92.43 | $91,972 | $3.20 |

  39. Pay Versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Agree (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation Tables — Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Agree, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Agree during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Agree’s total compensation for each year to determine the compensation actually paid:

  40. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 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 | | 2020 | $7,517,366 | $(3,731,809) | $4,189,816 | $7,975,373 |

  41. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including “compensation actually paid”, as required by Item 402(v) of Regulation S-K. The Compensation Committee has not previously used or considered “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K to set NEO target pay or align our NEO compensation to Company performance. See “Compensation Discussion and Analysis” for a discussion of how the Compensation Committee designs our executive compensation program and sets NEO target pay. The charts below compare (i) the compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs, with (ii) our cumulative TSR, (iii) the MSCI US REIT Index TSR, and (iv) our AFFO Per Share in each case, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

  42. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors Pursuant to the Bylaws, the directors are required to be divided into three classes serving three-year staggered terms. At the 2024 Annual Meeting, four directors will be elected to serve until the annual meeting of stockholders in 2027, 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 Richard Agree, Karen Dearing, Linglong He and Michael Hollman whose terms expire at the 2024 Annual Meeting, to serve until the annual meeting of stockholders in 2027. The Board has affirmatively concluded that each of Karen Dearing, Linglong He and Michael Hollman 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 2024 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:

  43. Proposal 1 — Election of Directors

    | Name | Age | Title | Term Ending | | Richard Agree(1) | 80 | Executive Chairman of the Board and Director | 2024 | | Karen Dearing(1) | 59 | Independent Director | 2024 | | Michael Hollman(1) | 43 | Independent Director | 2024 | | Linglong He(2) | 59 | Independent Director | 2024 | | Joel Agree | 45 | Chief Executive Officer and Director | 2025 | | Michael Judlowe | 58 | Independent Director | 2025 | | Gregory Lehmkuhl | 51 | Independent Director | 2025 | | Jerome Rossi | 80 | Independent Director | 2026 | | Merrie Frankel | 69 | Independent Director | 2026 | | John Rakolta, Jr. | 76 | Independent Director | 2026 |

  44. Proposal 1 — Election of Directors

    (1) Standing for re-election to a three-year term. (2) Ms. He was appointed to the Board in December 2023, effective January 1, 2024 and is also 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. 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’ 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. 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. Merrie Frankel has been a Director of our Company since October 2016. Ms. Frankel is currently President of Minerva Realty Consultants, LLC (“Minerva”), an independent real estate and ratings advisory firm that also provides litigation support for REITs, public and private companies and funds. Prior to joining Minerva, Ms. Frankel spent 18 years at Moody’s Investors Service in the Commercial Real Estate Finance Group as Vice President and Senior Credit Officer, where she was responsible for rating REITs and real estate operating companies in the United States and Canada. Prior to her time at Moody’s, she was Senior Vice President and Director of Portfolio Management for the Argo Funds and also held numerous positions within the real estate industry at notable companies including Ernst & Young, Cushman & Wakefield, J.P. Morgan Securities and Salomon Brothers Inc. Ms. Frankel is currently an adjunct professor at Columbia University’s Graduate School of Architecture, Planning and Preservation and New York University’s Schack Institute of Real Estate where she teaches real estate capital markets. She holds J.D. and M.B.A. degrees from Hofstra University Law and Graduate Business School and graduated with a B.A. in English from the University of Pennsylvania with various honors and is admitted to the New York Bar. Among her industry affiliations, she is a Trustee and previously chaired the New York District Council for the Urban Land Institute and a member of the Advisory Committee for Women in PropTech. She recently served as a Treasurer of the New York Women Executives in Real Estate Charitable Fund; a board member of the Financial Women’s Association of New York overseeing its investment portfolio; a board member and chair of the Audit/Finance committee for the Martha Graham Dance Company; and on the Nareit Editorial Advisory Board. She was cited as one of the “2020 Directors to Watch” by Board and Directors and one of 50 “Women of Influence” for “Real Estate New York” in 2008. The Board has determined that it is in the best interests of our Company and our stockholders for Ms. Frankel, in light of her experience as a senior executive in the real estate and financial services industries, as well as her significant expertise in capital markets, accounting and REITs, to continue to serve as a director of the Board.

  45. Proposal 1 — Election of Directors

    Ambassador John Rakolta, Jr. (Ret.) was reappointed to the Board in February 2021. Mr. Rakolta currently serves as the chairman of Walbridge, on the Board of Directors of Business Leaders for Michigan, and he recently served as the United States Commissioner General of Expo Dubai 2020. He previously served on the Board from August 2011 until his confirmation as United States Ambassador to the United Arab Emirates in September 2019. Prior to such confirmation, Mr. Rakolta served as the long-time chairman and chief executive officer of Walbridge, a privately held construction/engineering company. Mr. Rakolta currently serves on the Board of Directors of the Richard Nixon Foundation and is a Trustee of the Washington Institute for Near East Policy. Mr. Rakolta was appointed chair of the Growing Michigan Together Council by Governor Gretchen Whitmer in June 2023. Mr. Rakolta was appointed Romania’s Honorary Consul General to the United States in 1998, a position that he resigned from upon his confirmation as United States Ambassador to the United Arab Emirates in September 2019. He received a Bachelor of Science degree in Civil Engineering from Marquette University in 1970. The Board has determined that it is in the best interests of our Company and our stockholders for Mr. Rakolta, in light of his strong executive background in business and construction and his leadership skills 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 currently serves as Senior Advisor of Sun Communities Inc.’s (“Sun Communities”) investments in the United Kingdom, as well as advising on other strategic initiatives. Ms. Dearing served as Sun Communities’ Chief Financial Officer, Treasurer, and Secretary from 2008 — April 2022. In this role, 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 Nareit, 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 currently serves as the Chief Leadership Advisor and the Interim Chief Data Officer of Rocket Companies, Inc. (NYSE: RKT), a financial technology and consulting company. Prior to 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. 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.