Peter Coughenour
About Peter Coughenour
Peter Coughenour, 33, is Chief Financial Officer and Secretary of Agree Realty Corporation (ADC). He has served as CFO since December 2021 (interim CFO from August 2021) and oversees finance and accounting, capital markets, investor relations, financial reporting, risk management, and FP&A; he also chairs the Company’s ESG Steering Committee. He holds a B.A. in Economics from Indiana University and is a member of ICSC and Nareit . Under his tenure, ADC delivered 2024 AFFO/share growth of 4.6% and secured a credit rating upgrade to BBB+ from S&P; the compensation program’s core performance levers include AFFO/share, relative TSR, and Net Debt to Annualized Recurring EBITDA . In Q3 2025, management raised 2025 AFFO/share guidance to $4.31–$4.33 (+~4.4% y/y at midpoint) and highlighted balance sheet strength (Fitch A- rating); MBO metrics for 2024 show Net Debt/EBITDA improved to 3.3x year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agree Realty (ADC) | Chief Financial Officer & Secretary | Dec 2021 – Present | Leads finance/accounting, capital markets, IR, financial reporting, risk management, FP&A; chairs ESG Steering Committee . |
| Agree Realty (ADC) | Interim CFO | Aug 2021 – Dec 2021 | Transition leadership of capital markets, IR, FP&A . |
| Agree Realty (ADC) | Vice President, Corporate Finance; various finance roles | 2015 – 2021 | Corporate finance leadership; supported capital markets and planning . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Council of Shopping Centers (ICSC) | Member | N/A | Industry engagement/networking . |
| National Association of Real Estate Investment Trusts (Nareit) | Member | N/A | REIT industry engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) ($) | 350,000 | 378,673 | 423,446 |
| Target Annual Bonus (% of base) | 100% (policy) | 100% (policy) | 100% (policy) |
| Non-Equity Incentive Paid ($) | 525,000 | 576,817 | 577,408 |
| All Other Compensation ($) | 15,657 | 18,193 | 29,559 (Simple IRA $12,703; health premiums $16,856) |
Employment Agreement (1/5/2022): Base salary initially $350,000; target bonus 100% of base (max 150%, threshold 50%); target LTI grant-date fair value 114% of base .
Performance Compensation
Annual Incentive Structure and Outcomes
- Core metrics: AFFO/share growth and Management Business Objectives (MBOs); for 2023, 50% weighting on AFFO/share for CFO; 2024 MBOs included external growth and balance sheet/portfolio quality measures .
- CFO individual/qualitative component: 15% of award based on business goals (CEO and CFO) .
| Year | Metric | Weight | Threshold | Target | Maximum | Actual | Payout Note |
|---|---|---|---|---|---|---|---|
| 2023 | AFFO/share Growth | 50% (CFO) | 0.0% | 1.5% | 3.0% | 3.1% | Component paid at 150% of target . |
| 2024 | MBOs (CFO) | 35% | $75,705 | $151,410 | $227,115 | $216,464 | CFO MBO payout at 143% of target . |
| 2024 | Company MBO metrics achieved (for plan transparency) | — | See below | See below | See below | See below | CEO weights published; CFO used 35% aggregate MBO weight . |
2024 MBO operational results (actuals vs targets) used in the program:
- Acquisition Volume: $866.6mm actual vs $400mm target ($200mm threshold / $800mm max) .
- Development & Funding Platform Commenced: $120.0mm actual vs $125.0mm target ($75mm threshold / $200mm max) .
- Fixed Charge Coverage at YE: 4.38x actual vs 4.25x target (4.00x threshold / 4.50x max) .
- Net Debt to Recurring EBITDA at YE: 3.3x actual vs 5.0x target (5.5x threshold / 4.5x max; pro forma as noted) .
- Investment Grade % of ABR: 68.2% actual vs 65.0% target (62.5% threshold / 67.5% max) .
- Portfolio Occupancy: 99.6% actual vs 99.0% target (98.5% threshold / 99.5% max) .
Long-Term Incentives (LTI) – Grants, Metrics, and Vesting
| Grant Year | Grant Date | Instrument | Units/Target | Grant-Date Fair Value ($) | Vesting | Performance Metric(s) |
|---|---|---|---|---|---|---|
| 2024 | 2/23/2024 | RSU | 7,825 | 450,016 | Ratable over 3 years (2024 RSUs) | Time-based. |
| 2024 | 2/23/2024 | PSU (target) | 9,564 | 565,778 | 3-year performance period; all earned shares vest 3 years after grant (2023–2024 grants) | Relative TSR vs MSCI US REIT Index and company-defined peer group; PSU payout capped at 100% if absolute TSR is negative (starting 2023 awards) . |
| 2023 | 2/23/2023 | RSU | 2,457 | 180,024 | Ratable over 3 years (2023 RSUs) | Time-based. |
| 2023 | 2/23/2023 | PSU (target) | 3,003 | 241,263 | 3-year performance; all earned shares vest 3 years after grant (2023 grants) | Relative TSR vs MSCI US REIT Index and company-defined peer group . |
| 2022 | 2/23/2022 | RSU | 1,437 | 89,985 | Ratable over 5 years (pre-2023 RSUs) | Time-based. |
- “Most important” compensation performance measures disclosed across years: AFFO/share, Relative TSR, Net Debt to Annualized Recurring EBITDA .
- Options: Company has not granted stock options in recent years; no options outstanding for NEOs .
Equity Ownership & Alignment
Beneficial Ownership and Unvested Stock
| As Of | Beneficial Ownership (shares) | Unvested Restricted Stock Included | % of Class | Pledged? |
|---|---|---|---|---|
| Mar 7, 2025 | 18,044 | 12,930 | <1% | None; anti-pledging policy in place . |
| Mar 15, 2024 | 13,669 | 10,701 | <1% | None; anti-pledging policy . |
| Mar 17, 2023 | 5,543 | 4,306 | <1% | None; anti-pledging policy . |
Outstanding and Scheduled Vesting (as of 12/31/2024)
| Instrument | Grant Dates | Unvested (#) | Vesting Cadence | Scheduled Vesting |
|---|---|---|---|---|
| RSU + PSU (target) | 2020–2024 | RSU: 7,825 (2024) / 1,638 (2023) / 863 (2022) / 280 (2021) / 95 (2020); PSU (target): 9,564 (2024) / 3,003 (2023) | 2023–2024 RSUs vest over 3 years; PSUs 2023–2024 vest in full 3 years after measurement; pre-2023 RSUs vest over 5 years | 2025: 3,950; 2026: 6,858; 2027: 12,460 (shares) . |
Ownership Policies
- Stock ownership guideline for CFO: 3x base salary; as of Mar 7, 2025, all covered executives are compliant or within transition period .
- Anti-hedging and anti-pledging policy prohibits hedging and pledging of company equity by executives and directors .
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Letter agreement dated Jan 5, 2022; CFO & Secretary . |
| Base Salary | $350,000, subject to annual review . |
| Annual Bonus | Target 100% of base; max 150%; threshold 50% . |
| Target LTI | 114% of base grant-date fair value (RSU and performance awards) . |
| Severance (No Cause/Good Reason) | 100% of annual base salary; pro-rata vesting of restricted stock (including any performance awards settled at period end) based on completed years since start date; release from post-employment non-compete; subject to covenants . |
| Change-in-Control (CIC) | If terminated without Cause due to or within 1 year following a CIC: currently 100% of current base salary + 100% of prior-year cash incentive + LTI considered earned at target and immediately vested; no CIC severance if retained by successor for one year on substantially same terms. Originally 200% multiples during first two years after start; auto-reduced to 100% after two-year anniversary . |
| Clawback | SEC/NYSE-compliant Compensation Recovery Policy adopted Dec 2023 (replaces prior clawback); recovery of erroneously awarded incentive comp after qualifying restatement . |
| Other | Insider Trading Policy applies; no poison pill; Board-level governance and ethics policies in place . |
Performance & Track Record (select disclosures)
- 2024 results: AFFO/share growth of 4.6%; S&P rating upgraded to BBB+; CFO’s achievements included raising ~$1.1B gross forward equity, executing $200mm forward-starting swaps, enhancing insurance and risk management, and ESG reporting aligned to ISSB S1/S2 .
- Q3 2025 update: AFFO/share of $1.10 in Q3 (+7.2% y/y), guidance raised to $4.31–$4.33 for 2025 (~+4.4% y/y midpoint); balance sheet metrics included net debt/EBITDA 5.1x excluding unsettled forwards; fixed charge coverage ~4.2x; liquidity ~$1.9–$2.2B; Fitch A- rating commentary (A- issuer, F1 short-term) .
- Program performance measures center on AFFO/share, relative TSR, and Net Debt/Annualized Recurring EBITDA, aligning pay and value creation .
Compensation Structure Analysis
- Mix trends: Stock awards increased from $89,985 (2022) to $421,287 (2023) to $1,015,794 (2024), raising equity’s share of total pay; annual cash incentive remained ~150% payout on AFFO component in 2023 and 143% MBO payout for CFO in 2024, reflecting operating outperformance .
- LTI risk profile: Starting in 2023, LTI shifted to majority performance-based for NEOs (55% PSUs/45% RSUs) with a 100% payout cap if absolute TSR is negative, tightening pay-for-performance; PSUs use three-year relative TSR vs MSCI US REIT and a defined peer set; 2023–2024 PSUs fully cliff vest at year 3, increasing retention .
- Governance feedback loop: Say-on-pay support rebounded to >95% in 2023 and exceeded 93% in 2024 after 77% in 2022; Company enhanced disclosure, added negative TSR cap, and refined peer groups .
Director/Shareholder Governance Context (select items)
- Say-on-Pay outcomes: 2022: 77% support; 2023: >95%; 2024: >93% .
- Ownership guidelines: CFO 3x salary; compliant or progressing within window; anti-hedging/anti-pledging policy in force .
- No stock options outstanding; timing/pricing of equity grants not coordinated with MNPI releases .
Investment Implications
- Alignment: Rising skin-in-the-game and significant unvested equity (12,930 unvested restricted shares counted within 18,044 beneficially owned as of Mar 7, 2025) plus performance-weighted PSUs support alignment; anti-pledging/hedging lowers governance risk .
- Retention risk: CIC and severance terms are moderate (current CIC 1x salary + 1x prior bonus; LTIs vest at target), combined with three-year PSU cliff vesting (2023–2024 grants) and scheduled vesting of 3,950/6,858/12,460 shares in 2025/2026/2027 indicate strong retention and potential calendar-based supply near vest dates .
- Pay-for-performance levers: Annual plan heavily tied to AFFO/share and MBOs (external growth and balance sheet), while PSUs ride relative TSR; 2024 actuals exceeded or met key thresholds (acquisitions, IG mix, occupancy, leverage), justifying above-target payouts and signaling balanced growth with prudence .
- Monitoring: Track Form 4s around vesting windows and fiscal-February grant anniversaries (e.g., 2/23 grants) for potential tax-driven sales; watch TSR versus peer group into 2025–2026 as PSU measurement periods mature .
Appendices
Summary Compensation Table – Peter Coughenour
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 350,000 | 378,673 | 423,446 |
| Stock Awards ($) | 89,985 | 421,287 | 1,015,794 |
| Non-Equity Incentive Plan Compensation ($) | 525,000 | 576,817 | 577,408 |
| All Other Compensation ($) | 15,657 | 18,193 | 29,559 |
| Total ($) | 980,641 | 1,394,970 | 2,046,207 |