Linglong He
About Linglong He
Linglong He (age 60) has over 25 years of technology and leadership experience; she joined Agree Realty Corporation’s Board effective January 1, 2024 and serves as an Independent Director through a term ending in 2027 . She is currently Chief Leadership Advisor and Interim Chief Data Officer at Rocket Companies, and previously served as President & COO of Rocket Central (2020–2022) and CIO of Rocket Mortgage (2010–2020). She holds a Master’s in Software Engineering (University of St. Thomas), a Master’s in Civil Engineering (Wuhan University), and an undergraduate degree from Hohai University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocket Mortgage | Chief Information Officer | Jun 2010–Mar 2020 | Led technology for one of the nation’s largest mortgage lenders; IT/cyber expertise |
| Rocket Central | President & Chief Operating Officer | Mar 2020–Feb 2022 | Senior operating leadership across tech services |
| Rocket Companies (NYSE: RKT) | Chief Leadership Advisor; Interim Chief Data Officer | Current | Data leadership and talent development focus |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Rocket Companies (NYSE: RKT) | Chief Leadership Advisor; Interim Chief Data Officer | Active | Executive roles; no other public company directorships disclosed for Ms. He in ADC’s proxy |
Board Governance
- Independence: The Board affirmatively determined Ms. He is independent under NYSE standards and ADC’s Corporate Governance Guidelines .
- Committee memberships: Nominating & Governance Committee member; no chair roles disclosed for Ms. He .
- Attendance: The Board met 4 times in 2024; each director attended, in aggregate, at least 75% of Board and applicable committee meetings; all directors at the time attended the 2024 annual meeting .
- Committee activity: 2024 meetings—Audit (4), Compensation (2), Nominating & Governance (2), Executive (1) .
- Stock ownership guidelines: Non-employee directors must own shares valued at least 5x the cash portion of annual director compensation; as of March 7, 2025 all directors were compliant or within the transition period and making progress (directors have 5 years) .
Fixed Compensation
- Program design (2024): Non-management director annual fee $185,000, comprising $115,000 in restricted stock (one-year vesting) and $70,000 payable in cash or stock at director’s election; no meeting fees. Additional annual payments: Lead Independent Director $30,000; Audit Chair $25,000; Compensation Chair and Nominating & Governance Chair $20,000 .
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash portion | $70,000 | Cash or stock election; Ms. He elected 1,217 shares in lieu of a portion of cash fees |
| Annual equity (restricted stock) | $115,000 | One-year vesting; grant date fair value based on closing price; awarded under 2020 Plan |
| Committee/Chair fees | $0 | Ms. He is not a committee chair; no meeting fees |
Performance Compensation
- No performance-based director compensation (e.g., PSUs, options) is disclosed for non-management directors; director equity is time-vested restricted stock with one-year vesting .
Other Directorships & Interlocks
- Public company boards: None disclosed beyond ADC Board .
- Board limits: Directors generally may not serve on more than three other public company boards; Audit Committee members limited to two other audit committees unless the Board determines no impairment .
Expertise & Qualifications
- Board skills matrix highlights Ms. He’s experience in Information Technology/Cybersecurity, Financial literacy, Strategic planning, Risk management, Leadership & Talent Development, ESG, and independence status .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 5,889 shares; less than 1% of class | None of the directors had pledged shares as collateral |
| Unvested restricted stock (Dec 31, 2024) | 3,217 shares | Time-vested RS under 2020 Plan |
| Shares received in lieu of cash fees (2024) | 1,217 shares | Election discussed in director comp table |
| Hedging/Pledging policy | Prohibited for directors and executive officers | Anti-hedging and anti-pledging policy |
| Ownership guidelines | ≥5x cash portion of annual director compensation; status: compliant or within transition period | Directors have 5 years to comply |
Governance Assessment
- Strengths: Independent status; active participation as Nominating & Governance Committee member; robust anti-hedging/pledging policy; director ownership guidelines; and strong stockholder support for executive pay at 2025 annual meeting (Say-on-Pay approved) .
- Compensation alignment: Director pay structured with a material equity component (time-vested restricted stock) and no meeting fees, supporting long-term alignment; chair fees are modest and transparent .
- Potential conflicts: Ms. He’s executive roles at Rocket Companies are disclosed; no related-party transactions involving Ms. He are reported; the only related-person transaction in 2024 involved a real estate sale to an LLC managed by Director John Rakolta Jr., which the Board reviewed and determined did not affect independence .
- RED FLAGS: A Form 3 for Ms. He was filed late due to administrative oversight; company notes otherwise timely Section 16(a) compliance. This is a minor compliance lapse to monitor for recurrence .
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal | Result | Votes For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| Election of Directors (J. Agree; M. Judlowe; G. Lehmkuhl) | All elected | 91,355,555; 91,145,804; 86,318,788 | 1,599,692; 1,809,443; 6,636,459 | — | 5,851,786 |
| Ratify Auditor (Grant Thornton LLP, 2025) | Approved | 97,771,378 | 979,502 | 56,153 | — |
| Say-on-Pay (NEO compensation) | Approved | 87,457,530 | 5,376,989 | 120,728 | 5,851,786 |
| Charter Amendment (increase authorized shares) | Approved | 96,579,761 | 2,146,872 | 80,400 | — |
Notes on Policies Relevant to Directors
- Corporate Governance Guidelines and Code of Conduct address director responsibilities, qualifications (including independence), compensation, conflicts of interest, and access to advisors .
- Anti-corruption and Related-Party Transaction policies adopted; Board/Audit Committee reviews and approves any related-person transactions, engaging third parties and special committees as needed .
- Independent directors meet quarterly in executive session; Lead Independent Director presides and reviews agendas; Board emphasizes risk oversight (including IT/cyber risks via Audit Committee) .
Overall, Ms. He brings contemporary technology, data leadership, and cybersecurity oversight capabilities to ADC’s Board—skills aligned with the Audit and enterprise risk oversight framework and the Nominating & Governance Committee’s ESG oversight. Outside employment relationships are disclosed and no related-party conflicts are reported for her; monitoring continued timely compliance with Section 16 reporting is prudent given the one-time Form 3 delay .