Independent
Tenure on this board
5.3 yrs
9 nominees · 3 ballot items.
Election of two directors (John Rakolta, Jr. and Jerome Rossi), ratification of Grant Thornton LLP as independent registered public accounting firm for 2026, and an advisory (non-binding) vote to approve executive compensation (say-on-pay).
To elect two directors, John Rakolta, Jr. and Jerome Rossi, each to serve until the 2029 annual meeting.
To ratify the Audit Committee’s appointment of Grant Thornton LLP as Agree Realty Corporation’s independent registered public accounting firm for 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast a non-binding advisory vote endorsing the Company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance approach that combines annual cash incentives and long-term equity awards (restricted stock and performance units) tied to rigorous financial and operational metrics, including AFFO growth and multi-year relative TSR versus the MSCI US REIT Index and a specified net-lease peer group. The Compensation Committee emphasizes alignment through a long-term equity mix (70% performance units for the CEO; 55% performance units for other NEOs), stock ownership guidelines (e.g., 20x base salary for the CEO), caps on payouts (maximums and a 100% cap on performance-unit payouts if absolute TSR is negative), and objective peer benchmarking. Management notes strong prior shareholder support (over 94% approval in 2025) and contends that the program both rewards sustained company performance and helps retain key executives. The vote is advisory and not binding, but the Board and Compensation Committee will consider the outcome when setting future compensation; this dynamic gives shareholders influence without directly changing pay agreements. Material context includes the Company’s recent operational performance (AFFO per share growth of 4.6% in 2025), significant equity and cash awards to executives, and a CEO-to-median-employee pay ratio (reported as 86:1) that may factor into governance assessments. An analyst evaluating the proposal should weigh the strength of the performance metric design, the relative TSR benchmarking versus peers, the presence of payout caps and clawback/recovery policies, and historical shareholder support against concerns about the absolute level and concentration of pay. The Compensation Committee’s use of an independent consultant, explicit peer benchmarking, and disclosure of specific metrics and weightings increases the program’s governance defensibility, but shareholders may still scrutinize realized pay outcomes and incentive calibration over the three-year performance cycles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 14.87% | 17,864,344 | $1.3B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.54% | 10,260,006 | $773M |
| 3 | BlackRock, Inc. | 6.18% | 7,417,862 | $559M |
| 4 | STATE STREET CORP | 4.97% | 5,966,403 | $451M |
| 5 | BlackRock, Inc. | 4.78% | 5,735,036 | $432M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 5,346,433 | $403M |
| 7 | PRINCIPAL FINANCIAL GROUP INC | 3.56% | 4,279,389 | $323M |
| 8 | TWO SIGMA INVESTMENTS, LP | 3.37% | 4,041,693 | $305M |
| 9 | Zimmer Partners, LP | 2.74% | 3,296,414 | $248M |
| 10 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 2.73% | 3,272,955 | $247M |
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