Craig Erlich
About Craig Erlich
Craig Erlich, age 57, is Chief Growth Officer at Agree Realty Corporation (ADC). He previously served as Chief Investment Officer (Aug 19, 2020–Feb 2021), Chief Operating Officer (Feb 2021–Sep 2023), and was a director from 2018–2020 . He holds a BA in Marketing from Michigan State University’s Eli Broad College of Business and is a two-time Ernst & Young Entrepreneur of the Year nominee . Performance linkages in recent years include AFFO per share growth (4.6% in 2024; 3.1% in 2023) and PSU vesting tied to three-year TSR vs MSCI US REIT Index and a company-defined peer group (2022 PSUs certified at 150% of target: 76th percentile MSCI and 86th percentile peer; 2021 PSUs certified at 76% of target: 47th percentile MSCI and 29th percentile peer) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| George P. Johnson (GPJ) | EVP & General Manager (Detroit HQ and Nashville facilities) | 2015–2020 | Full responsibility for operations; global experiential marketing firm with 30 offices . |
| pulse220 | Owner, President & CEO | Until 2015 | Built and sold boutique meetings/events firm to GPJ in 2015 . |
| QMS (Detroit) | President | Not disclosed | Led direct marketing and fulfillment operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JDRF (Michigan & Northwest Ohio Chapter) | Executive Board member | Not disclosed | Non-profit engagement and leadership . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $420,000 | $432,600 | $432,600 |
| All Other Compensation ($) | $44,868 | $37,623 | $37,429 (Simple IRA $19,500; health premiums $17,929) |
| Target Annual Cash Incentive (% of base) | 75% (threshold 50%, max 150%) | 75% (threshold 50%, max 150%) | 75% (threshold 50%, max 150%) |
| Ownership Guideline | 3× base salary for CGO | 3× base salary for CGO | 3× base salary for CGO; compliant or within transition period |
Performance Compensation
Annual Cash Incentive – Structure and Outcomes
| Year | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Detail |
|---|---|---|---|---|---|---|---|
| 2024 | AFFO per share growth | 20% (CGO) | 2.5% | 3.5% | 5.0% | 4.6% | CGO AFFO cash award $112,742; 174% of target |
| 2024 | Management Business Objectives | 70% (CGO) | $151,410 | $227,115 | $454,230 | $336,407 | 148% of target |
| 2024 | Qualitative (Business Goals/Competencies) | 10% (CGO) | Not disclosed | Not disclosed | Not disclosed | $32,445 | Target payout level |
| 2023 | AFFO per share growth | 50% (CGO) | 0.0% | 1.5% | 3.0% | 3.1% | CGO AFFO cash award $324,450; 200% of target |
| 2023 | Management Business Objectives | 40% (CGO) | $86,520 | $129,780 | $259,560 | $235,178 | 181% of target |
| 2023 | Qualitative (Business Goals) | 10% (CGO) | Not disclosed | Not disclosed | Not disclosed | $21,630 | Threshold payout level |
| Year | Non-Equity Incentive Paid ($) | Notes |
|---|---|---|
| 2022 | $598,500 | Plan structure applied; detailed metrics not fully disclosed in proxy . |
| 2023 | $581,258 (SUM: $324,450 AFFO + $235,178 MBO + $21,630 Qualitative) | Matches Summary Compensation Table . |
| 2024 | $481,594 (SUM: $112,742 AFFO + $336,407 MBO + $32,445 Qualitative) | Matches Summary Compensation Table . |
Long-Term Equity Incentive Awards and Vesting
| Grant Year | Instrument | Grant Date | Quantity | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2024 | Restricted Stock | 2/23/2024 | 7,825 | $450,016 | Time-based; equal annual installments over 3 years from grant; dividends paid during vesting; granted under 2020 Plan . |
| 2024 | Performance Units (PSUs) | 2/23/2024 | Target 9,564; Max 19,128 | $565,778 | 3-year performance period; shares earned vest 3 years after grant . |
| 2023 | Restricted Stock | 2/23/2023 | 6,142 | $450,024 | Pre-2023 RS generally 5-year vest; 2023 RS 3-year equal installments . |
| 2023 | Performance Units (PSUs) | 2/23/2023 | Target 7,506; Max 15,012 | $603,036 | 3-year performance period; earned shares vest 3 years after grant . |
| PSU Certification Outcomes | Basis | Earned Percentage |
|---|---|---|
| 2022 PSU cohort (certified Feb 2025) | 3-year TSR vs MSCI US REIT Index and company-defined peer group | 150% of target; 76th percentile MSCI; 86th percentile peer . |
| 2021 PSU cohort (certified Feb 2024) | 3-year TSR vs MSCI US REIT Index and company-defined peer group | 76% of target; 47th percentile MSCI; 29th percentile peer . |
| Stock Vested | 2023 | 2024 |
|---|---|---|
| Shares acquired on vesting (#) | 1,801 | 4,070 |
| Value realized on vesting ($) | $121,154 | $247,495 |
Equity Ownership & Alignment
| Date | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Mar 7, 2025 | 53,287 | <1% | Share count per management ownership table. |
| Mar 15, 2024 | 45,486 (includes 16,679 unvested RS) | <1% | Footnote indicates breakdown: 45,081 direct; 100 spouse; 305 daughter . |
| Unvested/Unearned Awards (as of Dec 31, 2024) | Quantity (#) | Market Value ($) |
|---|---|---|
| Unvested Restricted Stock | 8,266 | $582,340 (at $70.45) |
| Unearned PSUs (target) | 9,564 | $673,784 (at $70.45) |
| Options Outstanding | None | — |
- Hedging/Pledging: Company policy prohibits executive hedging and pledging; none of the named executives or directors has pledged their shares .
- Ownership Guidelines: CGO must hold ≥3× base salary in shares; as of Mar 7, 2025, all covered executives and directors were compliant or within transition timelines .
Employment Terms
| Item | Key Terms |
|---|---|
| Employment Letter | “Erlich Agreement” dated June 18, 2020 (as amended) . |
| Initial Base Salary | $350,000, subject to adjustment . |
| Annual Cash Incentive Eligibility | 62.5%–87.5% of base salary, subject to performance hurdles . |
| Annual Equity Grants | Restricted stock and PSUs valued at 62.5%–87.5% of base salary . |
| Signing Bonus | $300,000 equity signing bonus in restricted stock . |
| Severance (Change in Control) | If terminated without Cause due to or within one year following a Change in Control: cash equal to 100% of current annual base salary, 100% of prior year annual cash incentive, and LTI for the year deemed earned at target and immediately vested (post two-year anniversary; earlier period initially had 200% provisions that adjusted down to 100%) . |
| Severance (Start Date period) | If terminated without cause during first 12 months after Start Date: continued base salary for remainder of Severance Period, target bonus prorated, immediate vesting of all equity awards (including performance awards at target), and continuation of health benefits during Severance Period, subject to conditions . |
| Post-employment Obligations | Confidentiality, non-solicitation, and non-compete required for severance eligibility . |
Compensation Committee and Governance
- Compensation Committee: Gregory Lehmkuhl (Chair), Michael Judlowe, Jerome Rossi; CD&A reviewed and recommended by Committee .
- Clawback: Compensation Recovery Policy implemented Dec 2023 to comply with SEC/NYSE; recovers erroneously awarded incentive compensation post restatement .
- Grant Timing: No options granted in recent years; annual grants scheduled at regular meetings; no coordination with MNPI .
- Say-on-Pay: Non-binding vote included as Proposal No. 3 in 2025 proxy .
- Ownership Guidelines Summary: CEO 5× base; CGO, CFO, COO, GC 3× base; directors 5× cash retainer; compliance or transition in progress .
Investment Implications
- Pay-for-performance alignment: Large PSU component with three-year TSR metrics and AFFO growth weighting directly ties Erlich’s incentives to shareholder value and discipline in external growth; 2024 bonus mix for CGO was heavily MBO-weighted (70%), emphasizing acquisitions/development with prudent balance sheet metrics . This suggests compensation is sensitive to growth execution and capital allocation.
- Retention risk: Clear severance and change-in-control protections with immediate vesting at target upon qualifying termination mitigate near-term turnover risk; non-compete/non-solicit covenants add retention/continuity value .
- Insider selling pressure: No options outstanding and time-based RS/PSU vesting patterns reduce forced exercise dynamics; anti-hedging/pledging policy and no pledges disclosed lower alignment risk; monitor vesting calendars and potential PSU certifications for liquidity events but 2024 vesting realized values were modest relative to total compensation .
- Ownership alignment: Beneficial ownership increased from 45,486 (Mar 15, 2024) to 53,287 (Mar 7, 2025); combined with 3× salary ownership guideline and prohibited hedging/pledging, alignment appears solid .
- Execution track record: Documented achievements in 2024 and 2023 include ~$951M invested/committed, record development pipeline, and technology platform enhancements; PSU certifications reflect favorable multi-year TSR outcomes in 2022 cohort (150% of target) and more muted 2021 cohort (76%)—supporting balanced expectations for future payouts .