Gregory Lehmkuhl
About Gregory Lehmkuhl
Gregory Lehmkuhl, 52, has served as an independent director of Agree Realty Corporation since July 2018 and as Lead Independent Director since December 2020 . He is President & CEO of Lineage Logistics, overseeing global operations, and previously held senior roles at Con-Way (Corporate EVP; President of Con-Way Freight), Menlo Worldwide Logistics, Delphi Automotive Systems, and Penske Logistics . He holds a Bachelor’s in Business from Michigan State University and an MBA from Oakland University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Con-Way | Corporate Executive Vice President; President of Con-Way Freight | Not disclosed | Led operating and financial performance, strategic planning, and continuous improvement processes |
| Menlo Worldwide Logistics | Senior management positions | Not disclosed | Operations leadership |
| Delphi Automotive Systems | Senior management positions | Not disclosed | Operations leadership |
| Penske Logistics | Senior management positions | Not disclosed | Operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lineage Logistics | President & CEO | Current | Oversees all facets of global operations |
Board Governance
- Independence: The Board affirmatively concluded Lehmkuhl is independent under NYSE standards; he is standing for re-election in 2025 .
- Lead Independent Director responsibilities: Presides over executive sessions, liaises between Executive Chairman and management, reviews/approves Board agendas, and other duties delegated by the Board .
- Committee assignments: Chair, Compensation Committee (members: Gregory Lehmkuhl, Michael Judlowe, Jerome Rossi); independent-only committees .
- Other committees: Not listed on Audit, Nominating & Governance, or Executive committees in 2024 .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board and committee meetings and attended the 2024 annual meeting .
| Governance Item | Detail |
|---|---|
| Independence status | Independent (NYSE standards) |
| Board tenure | Director since July 2018; Lead Independent since Dec 2020 |
| Committees | Compensation (Chair) |
| Board/Committee meetings 2024 | Board: 4; Compensation: 2; Nominating & Governance: 2; Audit: 4; Executive: 1 |
| Attendance | ≥75% of meetings; attended 2024 annual meeting |
| Lead Independent responsibilities | Presides over executive sessions; liaison; agenda oversight |
Fixed Compensation
| Component | 2024 Amount | Structure | Vesting/Timing |
|---|---|---|---|
| Annual director fee | $185,000 | $115,000 in restricted stock + $70,000 cash/stock election | RS vests in 1 year; cash paid quarterly; stock payments in Feb 2024, 1-year vest |
| Lead Independent Director premium | $30,000 | Cash or stock election | Same as above |
| Compensation Committee Chair premium | $20,000 | Cash or stock election | Same as above |
| Fees Earned or Paid in Cash (Lehmkuhl) | $120,000 | Includes role premiums | Paid quarterly if cash |
| Stock Awards (Lehmkuhl) | $115,000 | Restricted stock under 2020 Plan | One-year vest |
| Shares elected in lieu of cash (Lehmkuhl) | 2,086 shares | Director election to receive stock instead of cash | As granted; subject to standard vest |
| Unvested restricted stock (Lehmkuhl, 12/31/2024) | 4,086 shares | Outstanding as of year-end | Per RS schedule |
Performance Compensation
| Performance-Linked Element | Status | Notes |
|---|---|---|
| Performance share units (PSUs) for directors | Not used | Director equity is time-based restricted stock; no PSUs or options for directors |
| Meeting fees | None | No additional pay for meeting attendance |
| Discretionary bonuses | None disclosed for directors | Director pay is fee + RS structure |
| Clawback policy applicability | Executive compensation clawback policy applies to executives; not specified for directors | Company adopted SEC/NYSE-compliant Compensation Recovery Policy in Dec 2023 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Lehmkuhl |
| Potential interlocks/conflicts | CEO of Lineage Logistics; no related person transactions involving Lehmkuhl or Lineage disclosed |
| Related party transactions (Company-wide) | One real estate sale in Jan 2024 to an LLC managed by director John Rakolta Jr.; Board determined independence unaffected |
Expertise & Qualifications
| Skill/Experience | Status |
|---|---|
| Board/Executive leadership | ✓ |
| REITs/Real Estate | ✓ |
| Capital Markets/M&A | ✓ |
| Financial literacy | ✓ |
| Strategic planning | ✓ |
| Risk management | ✓ |
| Information Technology/Cybersecurity | ✓ |
| ESG/community affairs | ✓ |
| Independence | ✓ |
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (3/7/2025) | 26,624 shares | As reported in Security Ownership table |
| Percent of class | <1% | Company had 107,352,634 shares outstanding |
| Unvested RS (12/31/2024) | 4,086 shares | Director RS outstanding |
| Shares elected in lieu of cash (2024) | 2,086 shares | Alignment choice to receive stock in lieu of cash |
| Pledged shares | None; company prohibits pledging; none of named individuals indicated pledges | Anti-hedging/pledging policy; proxy notes no pledging by listed holders |
| Open-market purchases | 1,000 shares @ $58.99 on 5/23/2024 | Signaling confidence; disclosed in proxy |
| Ownership guidelines | ≥5x cash portion of annual director compensation; compliance within 5 years for directors; all directors compliant or on track as of 3/7/2025 | Company stock ownership guidelines |
Governance Assessment
- Board effectiveness and independence: Lehmkuhl is Lead Independent Director and chairs the Compensation Committee, reinforcing independent oversight of pay and Board agendas; committees are composed entirely of independent directors .
- Pay alignment and incentives: Director pay mixes cash with time-based RS (no meeting fees, no options), and Lehmkuhl elected stock in lieu of cash—positive alignment; robust anti-hedging/pledging and ownership guidelines (≥5x cash portion) strengthen skin-in-the-game .
- Engagement and attendance: Meets attendance thresholds and presides over quarterly executive sessions of independent directors, indicating active engagement .
- Compensation committee rigor: Committee uses Meridian (independent consultant) and issues a formal report; scope includes equity grants and executive compensation oversight, reducing consultant conflict risk .
- Conflicts/related-party exposure: No related-person transactions involving Lehmkuhl; one 2024 transaction involved another director and was at market terms with independence maintained—no specific red flags tied to Lehmkuhl .
- Signal to investors: Open-market purchase by Lehmkuhl in May 2024 supports confidence; beneficial ownership and RS holdings indicate alignment .
RED FLAGS: None disclosed specific to Lehmkuhl. Monitoring items: workload risk as a sitting CEO of Lineage Logistics, though attendance thresholds and Lead Independent duties were met .