Merrie Frankel

About Merrie Frankel

Merrie Frankel, age 70, has served as an independent director of Agree Realty Corporation since October 2016. She is President of Minerva Realty Consultants (real estate and ratings advisory) and previously spent 18 years at Moody’s Investors Service as Vice President and Senior Credit Officer rating REITs and real estate operating companies; earlier roles include Argo Funds (SVP/Director of Portfolio Management) and positions at Ernst & Young, Cushman & Wakefield, J.P. Morgan Securities, and Salomon Brothers. Frankel is an adjunct professor at Columbia University’s GSAPP and NYU’s Schack Institute; she holds J.D. and M.B.A. degrees from Hofstra University and a B.A. from the University of Pennsylvania, and is admitted to the New York Bar .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Frankel is independent under NYSE listing standards and Corporate Governance Guidelines .
• Attendance and engagement: The Board met 4 times in 2024; each director attended, virtually or in person, at least 75% of aggregate Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
• Lead Independent Director: Gregory Lehmkuhl presides over quarterly executive sessions of independent directors; he also receives an additional annual payment of $30,000 (role context for board oversight) .

Fixed Compensation (Non-Employee Director – 2024)

• Policy details: Non-management directors receive an annual fee of $185,000, of which $115,000 is restricted stock (one-year vesting) and $70,000 is payable in cash or stock at the director’s election; committee chair fees are additive (Nominating & Governance Chair: +$20,000; Audit Chair: +$25,000; Compensation Chair: +$20,000; Lead Independent Director: +$30,000) .
• Vesting and payment timing: Stock payments made in February 2024 vest on the first anniversary of the grant date; cash payments are made quarterly .
• No meeting fees: Non-management directors receive no additional compensation for meeting attendance; out-of-pocket expenses reimbursed .

Performance Compensation

• No director performance-based pay disclosed (no options; director equity is time-based restricted stock with one-year vesting in 2024) .

Other Directorships & Interlocks

Expertise & Qualifications (per Board skills matrix)

Equity Ownership

• Stock ownership guidelines: Apply to non-employee directors; Company increased requirements for non-employee directors to five times annual cash compensation in 2022; compliance status by individual director is not disclosed .

Governance Assessment

• Strengths: Independent status; substantial capital markets and REIT credit expertise; designated “audit committee financial expert”; chairing Nominating & Governance with ESG oversight; meeting attendance at or above 75% across Board/committees; no pledged shares; no related person transactions involving Frankel disclosed .
• Alignment: Director pay mix includes meaningful equity via restricted stock with one-year vesting; company maintains stock ownership guidelines for directors; non-employee director compensation remained flat for 2025 versus 2024, suggesting restraint .
• Potential conflicts and red flags: None identified for Frankel; the only related person transaction in 2024 involved a real estate sale to an entity managed by another director (Rakolta), at market terms; Board concluded independence unaffected after review of related person policies .
• Shareholder signals: Say-on-pay approval in 2024 exceeded 93%, reflecting broad support for compensation governance; Meridian engaged as independent compensation consultant; independent Lead Director structure and quarterly executive sessions enhance oversight .

Say-on-Pay & Shareholder Feedback (Context)

Notes:

• Director compensation policy and committee chair fees are disclosed at the program level; individual component elections (cash vs stock) are reflected in the fee table above .
• Section 16(a) compliance: Company reports timely filings in 2024 for directors and officers, except a late Form 3 for Linglong He; no delinquencies noted for Frankel .