Danielle Spehar
About Danielle Spehar
Danielle Spehar is General Counsel at Agree Realty Corporation (ADC), having joined in 2016 as Vice President of Transactions and promoted to General Counsel in February 2019; she holds a JD from University of Detroit Mercy School of Law, an MBA from Wayne State University, and a BS in Business Administration from Central Michigan University, and previously practiced at Maddin, Hauser, Roth & Heller, P.C., where she served on the firm’s Executive Committee and co-led the Real Estate Practice Group . ADC’s recent operating performance includes Core FFO per share of $3.93 (+1.6% YoY), AFFO per share of $3.95 (+3.1% YoY), and dividend growth of 4.1% in 2023; over 10 years, total returns have exceeded both the MSCI US REIT (RMZ) index and the company’s Triple Net Lease peer group, underscoring long-term value creation during her tenure period at ADC . Her annual incentive outcomes reflect strong execution: the Compensation Committee awarded her MBO portion at target for 2023 ($96,563) and at maximum for 2024 ($99,459), driven by transaction diligence leadership, process efficiencies, green lease execution, and legal matter resolution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agree Realty Corporation | Vice President of Transactions | 2016–2019 | Led transaction diligence and legal processes, supporting growth targets . |
| Agree Realty Corporation | General Counsel | Feb 2019–present | Leads transaction team and legal affairs; ESG steering participation and green leasing execution . |
| Maddin, Hauser, Roth & Heller, P.C. | Attorney; Executive Committee member; Co-Head Real Estate Practice; Recruiting Committee | Nov 2001–Dec 2016 | Extensive commercial real estate leasing, acquisition, sale, and development expertise . |
External Roles
| Organization | Role/Membership | Years | Notes |
|---|---|---|---|
| State Bar of Michigan | Real Property Section member | Not disclosed | Professional membership . |
| American Bar Association | Member | Not disclosed | Professional membership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Paid ($) | $367,039 | $384,216 | $395,609 |
| Approved Base Salary ($) | $375,000 | $386,250 | $397,838 |
| Annual Cash Incentive Paid ($) | $375,000 | $289,688 | $355,566 |
| All Other Compensation ($) | $39,140 | $37,623 | $35,992 |
| Total Compensation ($) | $1,095,421 | $1,343,381 | $1,396,620 |
| 2024 Executive Incentive Plan — Cash Component | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Spehar Annual Cash Incentive Potential | $99,459 | $198,919 | $397,838 |
Notes:
- 2024 perquisite disclosure indicates Simple IRA matching and health insurance premiums were the principal components of “All Other Compensation” for NEOs; for Spehar: $19,500 (Simple IRA) and $16,492 (health insurance) .
Performance Compensation
| Long-Term Incentive Metric (Performance Units) | Weighting | Target | Payout Schedule | Actual (Most recent certified cycle) | Vesting Terms |
|---|---|---|---|---|---|
| 3-Year Relative TSR vs MSCI US REIT (RMZ) | 50% | 50th percentile = 100% | Threshold 25th=50%; Target 50th=100%; Above Target 75th=150%; Max 90th=200% | 2021 cycle certified at 76% of target based on TSR in 47th percentile vs RMZ and 29th vs peer group | 2023 awards: all earned shares vest 3 years after grant; prior awards vest 1/3 per year post-performance . |
| 3-Year Relative TSR vs Company-Defined Net Lease Peer Group | 50% | 50th percentile = 100% | Same as above | Included in above certification | Same as above . |
| Equity Awards — Grants | Grant Date | Type | Quantity | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024 | Restricted Stock | 4,695 shares | $270,010 | 1/3 annually over 3 years from Feb 23, 2024 . | |
| 2024 | Performance Units | Threshold 2,869; Target 5,738; Max 11,476 | $339,443 | 3-year performance; all earned shares vest at 3-year mark . | |
| 2023 | Restricted Stock | 3,685 shares | $73.27 per share quoted on grant date (Feb 23, 2023) | 1/3 annually over 3 years from Feb 23, 2023 . | |
| 2023 | Performance Units | 4,504 units | Fair value based on $73.27 grant-date price | 3-year performance; all earned shares vest at 3-year mark . |
| Stock Vested in 2023 | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Spehar | 1,822 | $133,498 |
Additional notes:
- No stock options outstanding for NEOs; ADC has not granted stock options in recent years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 7, 2025) | 20,948 shares; less than 1% of class . |
| Pledging/Hedging | Company policy prohibits hedging and pledging; none of the named executive officers or directors has pledged shares; Spehar subject to policy . |
| Ownership Guidelines | General Counsel must hold ≥3x annual base compensation; officers/directors are either compliant or within transition period making progress (Dec 31, 2023; Mar 7, 2025) . |
| Scheduled Vesting — Shares (based on outstanding awards at Dec 31, 2023) | 2024 | 2025 | 2026 | 2027 |
|---|---|---|---|---|
| Spehar | 3,632 | 4,247 | 8,248 | 1,277 |
| Note: Values in the table were referenced using year-end price of $62.95 (for valuation context) . |
Employment Terms
- Employment start and role transitions: Initially hired under a letter agreement dated Oct 11, 2016 as VP of Transactions; promoted to General Counsel in Feb 2019 .
- Individual employment agreements: ADC discloses employment agreements for certain NEOs (CEO, CFO, Chief Growth Officer); Spehar’s compensation and incentives are administered under the Executive Incentive Plan and the 2020 Omnibus Incentive Plan absent a separate severance agreement disclosure .
- Change-in-control and termination treatment (2020 Omnibus Incentive Plan): Unvested restricted stock and performance units are forfeited upon termination; if awards are not assumed/substituted, they vest at change-in-control (performance units at target); if assumed/substituted, double-trigger vesting applies upon termination without cause or for good reason within two years post-CIC; the Compensation Committee may accelerate vesting of restricted stock .
- Clawback: Compensation Recovery Policy compliant with SEC/NYSE requires recovery of erroneously awarded incentive compensation upon a qualifying accounting restatement .
- Perquisites: Conservative approach; annual car allowance and related costs provided to certain officers (per 2024 SCT footnotes) .
Compensation Structure Analysis
| Element | 2022 | 2023 | 2024 | Observations |
|---|---|---|---|---|
| Cash (Salary + Bonus) ($) | $742,039 | $673,904 | $751,175 | Cash slightly down in 2023 vs 2022, up in 2024; annual incentives responsive to performance . |
| Equity (Stock Awards) ($) | $314,242 | $631,854 | $609,453 | Shift toward performance-based units: 55% PUs / 45% RS for NEOs since 2023; CEO higher PU mix . |
| Mix Commentary | — | — | — | LTI emphasizes TSR-based PUs (relative to RMZ and net-lease peers) with negative TSR cap; increased maximum payout hurdle to 90th percentile for 200% in 2022, enhancing pay-for-performance rigor . |
Performance & Track Record
- 2023 achievements: led diligence for 300+ transactions; process improvements; team reorganization aligned with Acquisitions; ESG steering and green leasing; awarded $96,563 for MBO portion at target .
- 2024 achievements: led diligence for 250+ transactions; reduced LOI-to-close from 76 to 67 days, generating ~$800k savings via tax appeals; ESG leadership; awarded MBO at maximum ($99,459) .
Investment Implications
- Pay-for-performance alignment: Spehar’s LTI tied 100% to multi-year TSR relative to RMZ and a defined net-lease peer set, with a negative TSR payout cap and higher maximum hurdles introduced in 2022, supporting disciplined alignment with shareholder returns .
- Retention and selling pressure: No options outstanding and RS/PU structures with multi-year vesting reduce near-term selling pressure; scheduled vesting over 2024–2027 indicates steady retention incentives; 2023 stock vesting was modest (1,822 shares; $133,498 realized) .
- Ownership and alignment: Beneficial ownership of 20,948 shares, subject to 3x salary ownership guideline and strict anti-hedging/pledging policy; ADC reports all covered officers are compliant or within transition timelines, mitigating alignment risks .
- Severance/CIC risk: Absence of a disclosed individual severance agreement for Spehar and plan-level double-trigger vesting structure after CIC reduces windfall risk while preserving retention in change-in-control scenarios .
- Execution track record: Documented efficiency gains, transaction throughput, and ESG leadership align with ADC’s multi-year AFFO/FFO growth and strong relative TSR, supporting continued performance-based payouts without excessive guaranteed pay .