Jerome Rossi
About Jerome Rossi
Jerome R. Rossi, age 81, has served as an independent director of Agree Realty Corporation since January 2015. He is Chief Executive Officer of R&R Consulting and previously served as Chairman of Gabe’s Stores; his prior operating roles include Senior Executive Vice President and Group President of The TJX Companies (2005–2015), COO of HomeGoods (2000–2005), EVP/COO of The Marmaxx Group (1995–2000), and President/CEO of Marshalls (1990–1995). Rossi began his career as a Certified Public Accountant with Arthur Young & Co.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TJX Companies (NYSE: TJX) | Senior EVP & Group President | 2005–Jan 2015 | Oversaw Global Real Estate, Procurement, Logistics, IT, Sourcing; deep retail ops expertise |
| HomeGoods | Chief Operating Officer | 2000–2005 | Led operations at off-price home retailer |
| The Marmaxx Group | EVP & Chief Operating Officer | 1995–2000 | Retail operations leadership |
| Marshalls | President & Chief Executive Officer | 1990–1995 | Retail CEO experience |
| Arthur Young & Co. | Certified Public Accountant | Began 1967 | Foundation in accounting/finance |
External Roles
| Organization | Role | Status |
|---|---|---|
| R&R Consulting | Chief Executive Officer | Current |
| Gabe’s Stores (private) | Chairman | Prior |
| Home Base | Director | Current per proxy |
| Bentley College | Board of Advisors | Current per proxy |
| Bethany Hill School | Director | Current per proxy |
| Newton Wellesley Hospital | Board of Overseers | Current per proxy |
| Beth Israel Hospital | Board of Overseers | Current per proxy |
| The National Domestic Violence Hotline | Director | Current per proxy |
No other public company directorships are identified in the proxy biography for Rossi.
Board Governance
- Committee assignments: Compensation Committee member; Nominating and Governance Committee member; not on Audit or Executive Committees. Committee meeting counts in 2024: Audit (4), Compensation (2), Nominating & Governance (2), Executive (1).
- Independence: Board determined Rossi is independent under NYSE listing standards; related-person relationships reviewed did not affect independence.
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors meet quarterly in executive session.
- Compensation Committee role: Rossi is a signatory on the Compensation Committee Report alongside Chair Gregory Lehmkuhl and Michael Judlowe.
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Annual cash fee | $70,000 | Non-employee director fee; payable in cash or stock at director’s election |
| 2024 | Restricted stock award | $115,000 | Time-based RS; one-year vest; granted under 2020 Plan |
| 2025 policy | Annual director compensation | $185,000 | Unchanged from 2024; $115k RS + $70k cash/stock election |
| 2024 | Chair/lead fees | $0 | Rossi not a chair; chair fees only for Lead ($30k), Audit ($25k), Comp/NomGov ($20k) |
| 2024 | Meeting fees | $0 | Company does not pay meeting fees; reimburses out-of-pocket expenses |
Performance Compensation
| Feature | Directors Program | Notes |
|---|---|---|
| Performance-based equity | Not disclosed for directors | Non-employee director awards are time-based RS with one-year vest; no performance conditions referenced |
| Stock options | Not disclosed for directors | Company noted no NEO stock options granted in 2024; director program description references restricted stock only |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| R&R Consulting | Private | Rossi CEO; no related-person transactions disclosed involving Rossi |
| Gabe’s Stores | Private | Prior chair; no ADC transactions disclosed |
| Non-profits (Home Base, Bentley College, Bethany Hill, Newton Wellesley, Beth Israel, NDVH) | Non-profit | Governance/community roles; not indicative of ADC conflicts |
Related party transactions: none in 2024 except a real estate sale with an entity managed by director John Rakolta Jr.; no Rossi-related transactions disclosed.
Expertise & Qualifications
- Board/Executive leadership, REIT/Real Estate, Capital Markets/M&A, Financial literacy, Strategic planning, Risk management, Leadership & talent development, Retail experience; independent per NYSE/Company guidelines.
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Class | Unvested Restricted Stock (shares) | Pledging/Hedging |
|---|---|---|---|---|
| Mar 7, 2025 | 10,192 | <1% | 1,579 | Company prohibits director hedging/pledging; proxy indicates no pledges unless otherwise noted |
| Dec 31, 2024 | — | — | 2,000 | Anti-hedging/pledging policy applies to directors |
Stock ownership guidelines: Non-employee directors must own shares valued at a minimum of 5x the cash portion of annual director compensation within five years; as of Mar 7, 2025, all directors were compliant or within their transition period.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2023 Say-on-Pay (Advisory) | 71,683,743 | 3,568,852 | 77,468 | 4,411,069 |
Annual say-on-pay frequency approved as every year.
Governance Assessment
- Strengths: Independent status; active committee service on Compensation and Nominating & Governance; solid attendance; majority equity-based director pay via time-vested stock supports alignment; robust policies (anti-hedging/pledging; clawback for executive incentive comp; insider trading policy) enhance investor protections.
- Alignment: Beneficial ownership disclosed; unvested RS pending; board-wide stock ownership guidelines with compliance/transition status indicate discipline. No pledging permitted.
- Conflicts: No Rossi-related party transactions disclosed; external roles primarily consulting and non-profit; independence affirmed after review of relationships.
- Engagement signals: Compensation Committee signatory; attendance ≥75%; independent director executive sessions quarterly.
Board Governance (Committee Snapshot)
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 4 |
| Compensation | Yes | No | 2 |
| Nominating & Governance | Yes | No | 2 |
| Executive | No | — | 1 |
The Audit, Compensation, and Nominating & Governance Committees are composed entirely of independent directors.
Open-market purchase disclosures in the proxy highlighted activity by certain directors (Rakolta, Lehmkuhl) during 2024–2025; Rossi was not listed among purchasers.
Additional sources: SEC DEF 14A (Apr 4, 2025) and company governance page corroborate biography and committee roles.