Michael Hollman
About Michael Hollman
Michael Hollman, age 44, has served as an independent director of Agree Realty Corporation since August 2020. He is SVP, Treasurer and Head of Strategic Finance at Hilton, overseeing Corporate Finance, Corporate Strategy and Global Treasury; prior roles include VP of M&A and Capital Markets at Hilton, Director in Citi’s Real Estate & Lodging Investment Banking group, positions at UBS Investment Bank, and earlier management consulting at Kurt Salmon Associates (now Accenture Strategy). He holds a B.S. in Industrial Engineering (Georgia Tech, honors) and an MBA (Columbia Business School). The Board determined he is independent under NYSE standards and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton | SVP, Treasurer & Head of Strategic Finance | 2020–present | Oversees Corporate Finance, Strategy, Global Treasury; capital allocation, cash mgmt, capital markets, M&A |
| Hilton | VP, Mergers & Acquisitions and Capital Markets | 2017–2020 | Led M&A and capital markets execution |
| Citigroup | Director, Real Estate & Lodging Investment Banking | 2013–2017 | Advised on REIT/real estate and lodging transactions |
| UBS Investment Bank | Investment banking roles (real estate/lodging) | 2004–2013 | Sector coverage and transactions |
| Kurt Salmon Associates (Accenture Strategy) | Management Consultant | 2004–2007 | Strategy and supply chain projects for consumer/retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hilton | SVP, Treasurer & Head of Strategic Finance | 2020–present | Corporate executive role (not a directorship) |
| DC Central Kitchen | Director; Treasurer on Executive Committee | Current | Non-profit board role |
Board Governance
- Independence: The Board affirmed Hollman’s independence under NYSE standards; eight of ten directors are independent. Related person transactions reviewed did not affect independence.
- Committees and 2024 meetings: Hollman serves on Audit (4 meetings) and Nominating & Governance (2 meetings); he is not a chair. Audit, Compensation, and N&G are fully independent.
- Financial expertise: Hollman is designated an “audit committee financial expert” and has financial management expertise under NYSE standards.
- Attendance and engagement: The Board met 4 times in 2024; each director attended at least 75% of aggregate Board and committee meetings and attended the 2024 annual meeting. Independent directors meet quarterly in executive session; a Lead Independent Director oversees those sessions.
- Stock ownership guidelines (alignment): Non-employee directors must hold shares equal to 5x the cash portion of annual director compensation within 5 years; as of March 7, 2025 all directors were compliant or within the transition period.
- Policies: The company maintains an Executive Compensation Clawback Policy and a Policy Prohibiting Hedging and Pledging of Company Stock.
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 4 |
| Compensation | No | — | 2 |
| Nominating & Governance | Yes | No | 2 |
| Executive | No | — | 1 |
Fixed Compensation (Director)
Program structure (2024): Each non-management director received $185,000, comprised of $115,000 in restricted stock (1-year vest) and $70,000 payable in cash or stock at the director’s election; no meeting fees. Additional annual fees: Lead Independent Director $30,000; Audit Chair $25,000; Compensation Chair $20,000; N&G Chair $20,000.
| Year | Fees Earned (Cash or Stock) | Stock Awards (Grant-Date Fair Value) | Notes |
|---|---|---|---|
| 2024 | $70,000 (election by director) | $115,000 restricted stock (1-year vest; February 2024 grant timing) | No meeting fees; reimburse out-of-pocket expenses |
Performance Compensation (Director)
| Element | Metric(s) | Grant/Timing | Vesting | Amount |
|---|---|---|---|---|
| Restricted Stock | Time-based (no performance metrics) | Stock payments made February 2024 | Vest on first anniversary of grant date | $115,000 grant-date fair value for 2024 |
Agree Realty does not use options for directors in recent years; director pay is primarily fixed retainer in cash/stock and time-vested restricted stock.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | No other public directorships disclosed in the proxy. |
| DC Central Kitchen | Non-profit | Director; Treasurer (Exec Committee) | External non-profit role. |
Expertise & Qualifications
- Audit committee financial expert; financial management expertise per NYSE; capital markets/M&A and real estate/REIT experience.
- Skills matrix highlights for Hollman: Board/Executive experience, REITs/Real Estate, Capital Markets/M&A, Financial literacy, Strategic Planning, Risk Management, Independence.
- Background spans corporate treasury, strategy, M&A, and investment banking across lodging/real estate sectors.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 7,886 shares; <1% of class (107,352,634 shares outstanding as of Mar 7, 2025) |
| Unvested restricted stock (12/31/2024) | 2,000 shares |
| Pledged shares | None; company reports directors have not pledged shares unless otherwise indicated |
| Ownership guidelines | Non-employee directors: 5x the cash portion of annual director compensation; compliance within 5 years |
| Compliance status | As of Mar 7, 2025, all directors either compliant or within transition period making progress |
Governance Assessment
- Strengths
- Independent director with deep finance, REIT, and capital markets expertise; designated audit committee financial expert, enhancing audit oversight.
- Solid engagement: ≥75% attendance, participation on two key independent committees (Audit; Nominating & Governance).
- Alignment: mix of cash and time-vested equity; stock ownership guidelines; no pledging; hedging/pledging prohibited; presence of clawback policy.
- Potential considerations
- Active corporate executive (Hilton) increases time demands, though Board attendance thresholds were met and committee service maintained.
- No evidence of related-party transactions affecting independence; Board explicitly reviewed and affirmed independence.
No RED FLAGS identified: no hedging/pledging, no related-party conflicts affecting independence, no attendance shortfalls, and no director-specific pay anomalies disclosed.
