Nicole Witteveen
About Nicole Witteveen
Nicole Witteveen is Chief Operating Officer at Agree Realty Corporation (ADC), age 35, serving as COO since September 18, 2023 after joining the company in April 2019 and advancing through People & Culture leadership roles and Chief of Staff . She leads Asset Management, Information Technology, and People & Culture, with a background in talent management and operations; she holds a BA in Organizational Studies from the University of Michigan . Company performance metrics tied to her incentives include 2024 AFFO per share growth of 4.6% used in annual cash incentives , and long-term PSUs measured on 3-year relative TSR where 2022 awards were certified at 150% of target based on 76th percentile vs MSCI US REIT Index and 86th percentile vs ADC’s peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agree Realty | Chief Operating Officer | Sep 2023–present | Responsible for Asset Management, IT, and People & Culture; enhanced operations via Annual Planning Roadmap, rebuilt disposition processes leading to ~$98M record dispositions, advanced IT security and data automation, improved asset management to 99.6% occupancy . |
| Agree Realty | EVP, People & Culture and Chief of Staff | Aug 2021–Sep 2023 | Led talent management; relaunched internal training (ADC University), drove ESG social initiatives . |
| Agree Realty | VP, People & Culture | Aug 2019–Aug 2021 | Built People & Culture function and workforce planning capabilities . |
| Agree Realty | Director, People & Culture | Apr 2019–Aug 2019 | Established HR programs upon joining ADC . |
| Career Now Brands | HR Leader | May 2018–Apr 2019 | Led HR; strengthened talent processes prior to joining ADC . |
| Enova International | Lead People Resources Business Partner | Nov 2015–May 2018 | Drove talent management and project planning . |
External Roles
No public-company directorships or external board roles disclosed in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 234,054 | 290,331 | 432,600 |
| Perquisites (Simple IRA, Health Insurance) ($) | 24,694 | 33,161 | 32,137 (Simple IRA $16,000; health insurance $16,137) |
2024 annual cash incentive bonus opportunity (as % of base salary):
| Position | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| Chief Operating Officer | 50% | 75% | 150% | 125% |
Performance Compensation
Annual Cash Incentive – 2024 Components
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout Detail |
|---|---|---|---|---|---|---|
| AFFO per share Growth | 50% (COO) | 2.5% | 3.5% | 5.0% | 4.6% | $281,855; 174% of target |
| Management Business Objectives (MBOs) | 30% (COO) | $64,890 | $97,335 | $194,670 | $129,780 | 133% of target |
2024 non‑equity incentive plan compensation (total cash bonus paid): $541,415 .
Key 2024 COO achievements used in MBO assessment:
- Enhanced operational efficiency with an Annual Planning Roadmap and Operations Alignment .
- Rebuilt disposition processes and reporting; achieved record ~$98M dispositions .
- Advanced IT policies for information security and implemented a new data warehouse to automate operational reporting .
- Improved Asset Management processes to deliver year-end occupancy of 99.6% .
Long-Term Equity Incentives
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | 2/23/2024 | 3,912 | 224,979 | Vests ratably over 3 years from grant; dividends paid during vesting | Time-based |
| Performance Units (PSUs) | 2/23/2024 | 4,782 target units | 282,889 | 3-year performance period; all earned shares vest at 3rd anniversary | 50% TSR vs MSCI US REIT Index; 50% TSR vs ADC peer group; funding: 0%<25th, 50% at 25th, 100% at 50th, 150% at 75th, 200% at 90th; capped at 100% if absolute TSR negative |
| Restricted Stock (RSUs) | 2/23/2023 | 1,535 | 112,469 | Vests ratably over 3 years from grant | Time-based |
| Performance Units (PSUs) | 2/23/2023 | 1,877 target units | 150,799 | 3-year performance period; all earned shares vest at 3rd anniversary | Relative TSR vs MSCI US REIT and peer group |
| Restricted Stock (RSUs) | 2/23/2022 | 2,395 | 149,975 | Prior program: RSUs vest over 5 years | Time-based |
| Restricted Stock (RSUs; one-time) | 8/17/2021 | 3,369 | 250,013 | Vests over 5 years | Time-based |
Program structure: For Witteveen and most NEOs in 2024, LTI mix was 45% RSUs and 55% PSUs ; ADC moved to majority performance-based units starting 2023, further increasing CEO performance weighting in 2025 .
No stock options are outstanding and ADC has not granted options in recent years .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership (as of Mar 7, 2025) | 15,995 shares; <1% of outstanding |
| Unvested RSUs (12/31/2024) | 3,912 shares; $275,600 market value (based on $70.45) |
| Unearned PSUs (12/31/2024) | 4,782 units; $336,892 payout value at target (based on $70.45) |
| Vesting Schedule (shares/units vesting by year) | 2025: 3,231; 2026: 5,029; 2027: 6,565 |
| Hedging/Pledging | Prohibited for executives and directors; no pledging by NEOs disclosed |
| Stock Ownership Guidelines | COO required to hold ≥3x base salary; all executives either compliant or within the transition period as of Mar 7, 2025 |
Employment Terms
- Appointment: Named COO effective September 18, 2023 via Form 8-K Item 5.02; no related party transactions disclosed .
- Employment agreements: ADC maintains agreements for CEO, CFO, and Chief Growth Officer; none disclosed for Witteveen .
- Change-in-Control economics: For Witteveen, estimated benefits at change in control as of 12/31/2024 are limited to early vesting of stock awards ($1,044,421); no cash severance listed . Under ADC’s 2024/2020 Omnibus Plans, awards vest at target upon change-in-control if not assumed/substituted; if assumed, vest on termination without cause or for good reason within two years post-CIC (double-trigger) .
- Clawback: Compensation Recovery Policy adopted Dec 2023 per SEC/NYSE rules; recovery of erroneously awarded incentive-based compensation upon qualifying accounting restatement .
- Insider Trading: Policy on timing and approvals of equity grants; no options/SARs granted in 2024 .
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 234,054 | 290,331 | 432,600 |
| Stock Awards (Grant-Date Fair Value) | 149,975 | 263,269 | 507,868 |
| Non-Equity Incentive Plan Compensation | 177,000 | 195,000 | 541,415 |
| All Other Compensation | 24,694 | 33,161 | 32,137 |
| Total | 585,722 | 781,761 | 1,514,020 |
Compensation Structure Analysis
- Increased cash and equity mix with higher base salary on promotion to COO in Sep 2023; 2024 total comp rose to $1.51M from $0.78M in 2023, driven by larger non‑equity incentive and LTI awards .
- Shift to performance-based equity maintained: PSUs comprise 55% of LTI for NEOs since 2023, reinforcing TSR alignment and adding payout cap if absolute TSR is negative .
- Strong pay-for-performance linkage: AFFO growth at 4.6% produced a 174% of target payout for the AFFO component; MBOs paid at 133% of target based on specified operational achievements .
- Governance enhancements and shareholder feedback: Say-on-pay received >93% approval in 2024; peer group refined and performance weighting heightened for CEO in 2025 .
Related Party Transactions, Hedging/Pledging, and Red Flags
- No related party transactions involving Witteveen disclosed in her appointment 8‑K .
- Hedging and pledging prohibited; no pledging by executives indicated in ownership tables .
- Clawback policy in place since Dec 2023 .
- ADC does not coordinate grant timing with MNPI; options not used .
Say-On-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 93%; compensation program adjustments include expanded peer group, increased performance weighting, and disclosure enhancements .
Expertise & Qualifications
- Talent and operations leader with extensive experience in workforce planning, project management, and IT/security oversight aligned to COO responsibilities; BA in Organizational Studies (University of Michigan) .
- Operational track record includes process, reporting, and portfolio management improvements contributing to occupancy and disposition outcomes .
Equity Ownership & Vesting Details
| Category | Detail |
|---|---|
| Unvested holdings (12/31/2024) | RSUs: 3,912; PSUs: 4,782; values based on $70.45 market price |
| Vesting cadence | 2025: 3,231; 2026: 5,029; 2027: 6,565 across outstanding RSUs and earned PSUs per program rules |
| Policy alignment | Ownership guideline of 3x salary; compliance or transition status affirmed; anti‑hedge/pledge policy applies |
Investment Implications
- Alignment: Majority performance‑based LTI (55% PSUs) tied to 3‑year relative TSR, plus cash bonus components driven by AFFO growth and quantitative MBOs, supports pay-for-performance and stockholder alignment .
- Retention and severance risk: No individual employment agreement disclosed for Witteveen; CIC benefits primarily equity vesting with no cash severance—indicative of lower parachute risk and stronger retention through unvested equity rather than guaranteed cash .
- Selling pressure: Significant scheduled vesting in 2025–2027 (3,231/5,029/6,565) can create periodic supply; monitor Form 4s and any 10b5‑1 plan disclosures for transaction cadence and potential insider selling pressure .
- Governance safeguards: Anti‑hedging/pledging, clawback policy, and strong say‑on‑pay support (>93%) reduce governance risk and indicate investor acceptance of compensation design .