Joel Agree
About Joel Agree
Joel Agree, age 46, is President, Chief Executive Officer, and Director of Agree Realty Corporation; he has served as President and Director since June 2009, became CEO in January 2013, and previously served as COO (2009–2013) and Executive Vice President (2006–2009). He holds a JD from Wayne State University Law School and a BA in Political Science from the University of Michigan; he is a member of the State Bar of Michigan and the International Council of Shopping Centers . Under his leadership, 2024 AFFO per share grew 4.6% and dividends increased 2.8% YoY; five-year AFFO and dividend CAGRs are ~6%, with total returns near the top of net lease peers and the MSCI US REIT index over the last decade . In February 2025, the Compensation Committee certified 2022 performance units at 150% of target based on TSR percentiles versus MSCI US REIT (76th) and company-defined peers (86th) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agree Realty Corporation | Executive Vice President | 2006–2009 | Platform building ahead of leadership transition |
| Agree Realty Corporation | President & Chief Operating Officer | Jun 2009–Jan 2013 | Operational leadership; set foundation for external growth |
| Agree Realty Corporation | President & Chief Executive Officer (Director since 2009) | Jan 2013–present | Delivered 4.6% AFFO per share growth in 2024; five-year AFFO CAGR ~6%; dividend CAGR ~6%; long-term TSR near top of peers |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Bar of Michigan | Member | Not disclosed | Legal expertise and governance perspective |
| International Council of Shopping Centers | Member | Not disclosed | Industry connectivity in retail real estate |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (CEO) | $900,000 | $900,000 |
| 2024 Annual Cash Incentive Bonus Opportunity (as % of base salary) | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| CEO | 75% | 175% | 350% | 314% |
- Perquisites: conservative approach; in 2024 certain officers received an annual car allowance and associated maintenance/fuel; Committee reviews perquisite levels periodically .
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout vs. Target |
|---|---|---|---|---|---|---|
| AFFO Growth (CEO) | 50% | 2.5% | 3.5% | 5.0% | 4.6% | 174%; $1,368,228 |
| Management Business Objectives (CEO total) | 35% | $236,250 | $551,250 | $1,102,500 | $981,066 | 178% |
| CEO Management Business Objective | Weighting | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Acquisition Volume ($mm) | 15.0% | 200.0 | 400.0 | 800.0 | 866.6 |
| Development & Funding Commenced ($mm) | 5.0% | 75.0 | 125.0 | 200.0 | 120.0 |
| Fixed Charge Coverage (x, YE) | 5.0% | 4.00x | 4.25x | 4.50x | 4.38x |
| Net Debt/Recurring EBITDA (x, YE) | 5.0% | 5.5x | 5.0x | 4.5x | 3.3x |
| Investment-Grade Tenants (% ABR) | 2.5% | 62.5% | 65.0% | 67.5% | 68.2% |
| Portfolio Occupancy (%) | 2.5% | 98.5% | 99.0% | 99.5% | 99.6% |
| Qualitative Individual Achievement (CEO) | Weighting | 2024 Award |
|---|---|---|
| Committee’s qualitative assessment | 15% | $472,500 |
Long-Term Equity Program (2024 grants; grant date 2/23/2024; price $57.51):
- Restricted Common Stock: 31,299 shares to CEO; vests ratably over 3 years .
- Performance Units: 46,948 units to CEO; 3-year relative TSR vs MSCI US REIT (50%) and net lease peer group (50%); payout 50%/100%/150%/200% at threshold/target/above target/maximum; capped at 100% if absolute TSR negative; earned shares vest on the third anniversary of grant .
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Beneficial Ownership (Joel Agree) | 631,144 shares; <1% of class as of Mar 7, 2025; 107,352,634 shares outstanding |
| Pledging | None; Board policy prohibits pledging and hedging for executives/directors |
| Ownership Guidelines | CEO required to hold ≥5x annual base compensation; as of Mar 7, 2025, directors and execs were in compliance or within transition period |
Outstanding unvested awards (as of Dec 31, 2024; market value based on $70.45):
| Grant Date | Restricted Stock (shares) | Market Value ($) | Performance Units (units; at target) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/23/2024 | 45,022 | $3,171,800 | 46,948 | $3,307,487 |
| 2/23/2023 | 27,368 | $1,928,076 | 30,026 | $2,115,332 |
| 2/23/2022 | 16,767 | $1,181,235 | 27,946 | $1,968,796 |
| 2/23/2021 | 10,844 | $763,960 | — | — |
| 2/23/2020 | 4,395 | $309,628 | — | — |
Vesting calendar (shares/units expected to vest):
| Year | 2025 | 2026 | 2027 |
|---|---|---|---|
| Joel Agree (aggregate) | 61,195 | 75,836 | 72,285 |
Stock vested in 2024:
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Joel Agree | 55,616 | $3,198,476 |
Notes:
- No stock options outstanding for NEOs (reduces option-driven selling pressure) .
- Timing/pricing of equity grants does not coordinate with MNPI; annual grants typically in February .
Employment Terms
Employment Agreement (entered Oct 1, 2023; no fixed expiration):
- Salary reviewed at least annually by Compensation Committee .
- Termination without cause or by CEO for Good Reason: cash severance = 200% of base salary + 200% of average Annual Bonus for prior 3 years; full vesting of unvested equity (performance awards at target); 1-year health benefits .
- Change in Control + termination without cause/for Good Reason: cash severance = 300% of base salary + 300% of average Annual Bonus for prior 3 years; full vesting of unvested equity (performance awards at target); 1-year health benefits; prorated Annual Bonus at target for year of termination .
- Death/Disability: prorated Annual Bonus at target; eliminate time-vesting on unvested equity; additional two months’ salary payable and continued fully paid health coverage to spouse/dependents for one year upon death .
- For cause or voluntary resignation: accrued pay only; 1-year non-compete and non-solicit; confidentiality provisions .
Estimated potential payments (as of Dec 31, 2024):
| Scenario | Base Salary ($) | Bonus ($) | Early Vesting of Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Death or Disability | 150,000 | 1,575,000 | 7,354,698 | 16,137 | 9,095,835 |
| Change in Control | 2,700,000 | 10,647,880 | 14,746,312 | 16,137 | 28,110,329 |
| Other (except for cause) | 1,800,000 | 6,048,587 | 14,746,312 | 16,137 | 22,611,036 |
Governance/Policies affecting compensation:
- Clawback: Compensation Recovery Policy adopted Dec 2023; mandatory recovery of erroneously awarded incentive compensation upon a qualifying accounting restatement, per SEC/NYSE rules .
- Anti-hedging/anti-pledging policy applies to executives and directors; prohibits hedging and pledging/margin accounts .
- Omnibus Incentive Plans (2024 and 2020): change-in-control vesting occurs if awards not assumed/substituted; if assumed, vesting upon termination without cause/for good reason within two years post-change-in-control; performance awards vest at target upon vesting triggers .
Board Governance
- Board composition: 10 directors, 8 independent; independent directors meet quarterly in executive session; Lead Independent Director appointed in 2019; Executive Chairman is Richard Agree .
- Committees and 2024 meetings: Audit (4), Compensation (2), Nominating & Governance (2), Executive (1); Audit/Comp/NomGov comprised entirely of independent directors .
- Committee chairs: Audit—Karen Dearing; Compensation—Gregory Lehmkuhl; Nominating & Governance—Merrie Frankel; Executive—Richard Agree .
- Joel Agree: Director nominee (standing for re-election in 2025 to serve until 2028); serves on the Executive Committee; is not independent (CEO and son of Executive Chairman) .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; policy expects attendance at annual meetings absent unavoidable conflicts .
Director compensation (context for governance, not paid to Joel as an employee-director):
- Non-management directors received $185,000 (cash/equity mix), plus chair/lead premiums; 2025 unchanged; Joel’s compensation is fully reflected under executive compensation, not as director fees .
Performance & Track Record
| Metric | 2024 Actual |
|---|---|
| AFFO per share growth | 4.6% |
| Liquidity at year-end | >$2.0 billion (credit facility availability, forward equity, cash) |
| Credit facility | Expanded to $1.25B; pricing reduced; maturity extended to Aug 2029 (incl. options) |
| Net debt to recurring EBITDA (pro forma YE) | 3.3x; 4.9x excluding unsettled forward equity |
| Dividend per share (2024) | ~$3.00; +2.8% YoY; five-year dividend CAGR ~6% |
| Relative TSR | Near top of triple net lease peer group and MSCI US REIT (RMZ) index over 10 years |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: >93% of votes cast approved executive compensation; Committee viewed this as endorsement and engaged with stockholders as needed .
- Program enhancements reflecting feedback: increased performance-based LTI mix; negative absolute TSR cap on performance unit payouts; expanded peer groups; higher quantitative MBO weighting for certain roles; CEO LTI mix moving to 70% performance-based/30% time-based starting with 2025 awards .
Compensation Structure Analysis
- Mix and rigor: CEO annual incentive heavily weighted to AFFO growth (50%) with rigorous relative TSR-based LTI; MBOs include leverage, FCCR, occupancy, and investment-grade exposure guardrails .
- Equity design: Shift from options to RSUs/PSUs; no options outstanding; PSUs based on 3-year relative TSR with payout cap if absolute TSR negative (risk control) .
- Maximums: Annual bonus maximums limited to 200% of target for all NEOs beginning 2024 (discipline) .
- Clawback and anti-hedging/pledging policies reinforce alignment and reduce excessive risk-taking .
Related Party & Red Flags
- Poison pill: None .
- Pledging/hedging: Prohibited; none pledged .
- Change-of-control economics: CEO receives 3x salary and 3x average bonus plus accelerated equity vesting at target—shareholder-alignment mitigated by TSR cap on PSU payouts; nonetheless generous CIC terms warrant monitoring .
- Say-on-pay: Strong support (>93%) reduces governance overhang .
Equity Ownership & Alignment Compliance
- Ownership guidelines: CEO must hold ≥5x salary; as of March 7, 2025, executives/directors were compliant or within transition timelines; no pledging allowed .
Employment Terms Summary
| Clause | Terms |
|---|---|
| Term | No fixed expiration; annual salary review |
| Severance (no CIC) | 200% base salary + 200% average bonus; vest unvested equity at target; 1-year health benefits |
| Severance (CIC) | 300% base salary + 300% average bonus; vest unvested equity at target; 1-year health benefits; prorated bonus at target |
| Death/Disability | Prorated bonus at target; eliminate time vesting; two months salary; spouse/dependents health coverage for one year |
| Restrictive covenants | 1-year non-compete/non-solicit for cause or voluntary termination; confidentiality |
| Clawback | Mandatory recovery upon qualifying restatement |
Investment Implications
- Alignment and discipline: Strong pay-for-performance linkage (AFFO, TSR) and risk controls (bonus cap, TSR cap on PSUs, clawback, anti-pledging) are positive for long-term holders and reduce governance risk .
- Watch vesting calendar and PSU outcomes: Significant scheduled vesting (61,195 in 2025; 75,836 in 2026; 72,285 in 2027) and PSU certifications can create episodic supply; however, absence of options lowers forced selling pressure .
- Retention and takeover dynamics: Indefinite employment term plus 2x–3x cash severance and accelerated vesting suggest low near-term retention risk but raise CIC cost; investors should model potential dilution/cash outlays in M&A scenarios .
- Execution track record: Continued AFFO/dividend growth, prudent leverage (3.3x), and portfolio quality metrics support premium valuation; monitoring acquisition spreads and funding costs remains key in higher-rate environments .