John Rakolta, Jr.
About John Rakolta, Jr.
Ambassador John Rakolta, Jr. (Ret.) is an independent director of Agree Realty Corporation (ADC), reappointed to the Board in February 2021 after previously serving from August 2011 until his U.S. Senate confirmation as Ambassador to the United Arab Emirates in September 2019 . He is 77 years old (as of April 4, 2025) and holds a B.S. in Civil Engineering from Marquette University (1970) . Rakolta is Chairman of Walbridge, a privately held construction/engineering company, and brings deep executive, construction, and leadership experience; the Board has affirmed his independent status under NYSE standards . At ADC, he serves on the Executive Committee; his current Board term ends in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walbridge (private) | Long-time Chairman and Chief Executive Officer; currently Chairman | Long-time leadership; currently Chairman (dates not specified) | Brings construction/engineering and executive leadership expertise to ADC . |
| U.S. Department of State | U.S. Ambassador to the United Arab Emirates | Confirmed September 2019 (service followed confirmation) | Required resignation of prior roles conflicting with diplomatic post; returned to ADC Board in Feb 2021 . |
| Expo Dubai 2020 | U.S. Commissioner General | Recent service (dates not specified) | International representation and oversight experience . |
| Government of Romania | Honorary Consul General to the U.S. | Appointed 1998; resigned upon UAE ambassadorship confirmation in 2019 | International/government relations experience . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Business Leaders for Michigan | Board of Directors | Non-profit/Business leadership | Current role . |
| Richard Nixon Foundation | Board of Directors | Non-profit/Foundation | Current role . |
| Washington Institute for Near East Policy | Trustee | Non-profit/Think tank | Current role . |
| Growing Michigan Together Council | Chair | State-appointed council | Appointed by Governor Gretchen Whitmer in June 2023 . |
| Public company directorships (other than ADC) | Not disclosed | — | No other current public company boards disclosed in proxy biography . |
Board Governance
- Independence: The Board affirmatively determined Rakolta is independent under NYSE listing standards and ADC’s Corporate Governance Guidelines; related-party relationships disclosed did not affect independence .
- Committee assignments: Member, Executive Committee; not listed on Audit, Compensation, or Nominating & Governance committees .
- Committee meeting cadence (2024): Audit (4), Compensation (2), Nominating & Governance (2), Executive (1) .
- Attendance and engagement: The Board met four times in 2024; each director attended at least 75% of Board and committee meetings in the aggregate; all directors serving at the time attended the 2024 annual meeting .
- Lead Independent Director: Gregory Lehmkuhl; independent directors meet in executive session quarterly without management .
- Director skills matrix: Board identifies Rakolta as bringing Board/Executive experience, REIT/Real Estate, Capital Markets/M&A, Financial literacy, Strategic Planning, Risk Management, Retail experience, and independence .
Fixed Compensation (Director)
- 2024 program: $185,000 annual fee for non-management directors: $115,000 in restricted stock (one-year vesting) and $70,000 in cash or stock at the director’s election; no meeting fees; additional annual fees only for Lead Independent Director ($30,000) and committee chairs (Audit $25,000; Compensation and Nominating & Governance $20,000) .
- 2025 program: Unchanged from 2024 following review with Meridian .
| Year | Cash Fees (Actual) | Equity Awards (Grant-Date Fair Value) | Additional Chair/LID Fees | Meeting Fees | Notes |
|---|---|---|---|---|---|
| 2024 | $70,000 | $115,000 (restricted stock) | None disclosed for Rakolta | None (no meeting fees) | Elected to take 1,217 shares in lieu of a portion of cash; stock grants made February 2024 . |
Performance Compensation (Director)
| Award Type | Grant Date | Vesting Schedule | Grant-Date Fair Value | Unvested as of 12/31/2024 |
|---|---|---|---|---|
| Restricted Stock (director annual grant) | February 2024 | Vests on first anniversary of grant date | $115,000 | 3,217 shares (unvested) |
- No director performance-vested equity (e.g., PSUs) is disclosed; annual director equity is time-based restricted stock with one-year vesting .
- Anti-hedging and anti-pledging policy applies to directors; hedging and pledging of company stock are prohibited .
Other Directorships & Interlocks
- Current public-company directorships: None disclosed beyond ADC .
- Non-profit and civic boards: Business Leaders for Michigan (Director), Richard Nixon Foundation (Director), Washington Institute for Near East Policy (Trustee) .
- Potential interlocks with ADC competitors/suppliers/customers: Not disclosed .
Expertise & Qualifications
- Education: B.S., Civil Engineering, Marquette University (1970) .
- Core credentials: Chairman (and former CEO) of Walbridge; U.S. Ambassador to UAE; government advisory/leadership roles; international exposure .
- Board-identified competencies: Board/Executive leadership, Real Estate/REITs, Capital Markets/M&A, Financial literacy, Strategic planning, Risk management, Retail experience, Independence .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 478,121 shares (as of March 7, 2025) |
| Percent of class | <1% (asterisk in table denotes less than 1%) |
| Unvested restricted stock | 3,217 shares (as of December 31, 2024) |
| Shares pledged as collateral | None; proxy states none of the directors or NEOs have pledged shares |
| Ownership guidelines | Non-employee directors: ≥5x the cash portion of annual director compensation; directors were compliant or within transition period as of March 7, 2025 |
Insider Trades (Open-Market Purchases)
| Date | Shares | Weighted Average Price | Total Purchase |
|---|---|---|---|
| 05/23/2024 | 10,000 | $59.24 | $592,400 |
| 05/23/2024 | 10,000 | $59.40 | $594,000 |
| 12/20/2024 | 20,275 | $70.33 | $1,425,941 |
| 12/23/2024 | 10,000 | $70.07 | $700,700 |
| Total | 51,275 | — | $3,372,031 |
These sizable open-market purchases signal alignment and confidence in ADC’s long-term value proposition .
Related-Party Exposure (Conflicts)
- Transaction: Sale of ADC’s prior headquarters (Bloomfield Hills, MI) to 44 East Long Lake Partners, LLC (managed by Rakolta) for $3,650,000; agreement dated December 20, 2023; closed January 2024; represented as market terms and negotiated in the normal course .
- Governance handling: ADC’s Related Party Transactions Policy requires review by non-interested directors; Board determined the relationship did not affect independence determinations .
- RED FLAG: Related-party real estate transaction involving a director, though mitigated by policy, review, and independence reaffirmation .
Board Governance Details (Attendance and Structure)
- Meetings in 2024: Board (4); each director attended at least 75% of Board+committee meetings; all directors attended the 2024 annual meeting .
- Committees (independence): Audit, Compensation, and Nominating & Governance committees are composed entirely of independent directors .
- Executive sessions: Independent directors meet quarterly without management; Lead Independent Director presides .
Compensation Structure Notes (Directors)
- Design and benchmarking: Compensation Committee oversees director pay, consults Meridian; 2025 unchanged versus 2024 after peer benchmarking .
- Pay mix: 2024 non-management director fee split $115,000 restricted stock (one-year vest) and $70,000 cash or stock election; no meeting fees; only LID/committee chairs receive additional retainers .
- Ownership alignment: Anti-hedging/pledging policy; enhanced ownership guidelines (5x cash portion of annual compensation); compliance status good as of March 7, 2025 .
Governance Assessment
- Positives:
- Independent director with substantial open-market purchases in 2024, indicating alignment and confidence (>$3.3M total) .
- Strong governance framework: independent committees, quarterly executive sessions, ownership guidelines, anti-hedging/pledging policy; directors compliant or progressing toward guidelines .
- Relevant expertise spanning real estate/REITs, capital markets, risk management, and retail, per Board skills matrix and biography .
- Watch items / RED FLAGS:
- Related-party real estate transaction tied to Rakolta-managed entity; reviewed under policy and disclosed as market terms; Board maintained independence determination, but ongoing monitoring is warranted .
- Concentration on Executive Committee (transaction authority) without service on Audit/Comp/N&G may reduce committee-level oversight exposure but centralizes his influence in transactional matters; transparency on Executive Committee decision-making remains important .
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