Richard Agree
About Richard Agree
Richard Agree, age 81, is Executive Chairman of Agree Realty Corporation and has served in this role since January 2013; he was previously the company’s Chief Executive Officer and Chairman from December 1993 to January 2013, and earlier led the predecessor entities since 1971 . He is a graduate of the Detroit College of Law, a member of the State Bar of Michigan and the International Council of Shopping Centers, and is the father of CEO Joel Agree (a governance independence consideration) . Company performance under the Agree family leadership has emphasized steady growth: 2024 AFFO/share grew 4.6% (three‑year stacked ~17%) and the five‑year AFFO/share CAGR is ~6%; total shareholder returns have ranked near the top of the triple-net peer group and MSCI US REIT index over the last 10 years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Agree Realty Corporation | Executive Chairman | Jan 2013 – present | Board leadership; capital allocation oversight; long-term strategy |
| Agree Realty Corporation | CEO & Chairman | Dec 1993 – Jan 2013 | Led IPO-era growth and portfolio scaling |
| Predecessor entities | President/Managing Partner | Since 1971 | Managed/oversaw development of 8+ million sq. ft. of retail real estate |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Bar of Michigan | Member | N/A | Legal credentials |
| International Council of Shopping Centers (ICSC) | Member | N/A | Industry affiliation |
Fixed Compensation
| Year | Director fees | Executive Chairman – time-based RSUs (#) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| 2024 | No director compensation for Richard (he is paid as Executive Chairman) | 9,198 | 528,977 | Ratable over 3 years |
| 2023 | No director compensation for Richard (he is paid as Executive Chairman) | 5,957 | 436,469 | Ratable over 3 years |
Notes:
- Company has not granted stock options in recent years (context for overall executive program) .
Performance Compensation
- No performance-based equity or cash bonus is disclosed for Richard; his disclosed awards are time-based restricted stock that vest ratably over three years .
Company LTI PSU design (context for NEOs):
| Metric | Weight | Performance period | Payout levels | Vesting mechanics |
|---|---|---|---|---|
| 3-yr relative TSR vs MSCI US REIT Index | 50% | 3 years | 0% below 25th; 50% at 25th; 100% at 50th; 150% at 75th; 200% at 90th; capped at 100% if absolute TSR is negative | Shares earned after performance period vest on 3rd anniversary of grant |
| 3-yr relative TSR vs company-defined net lease peer group | 50% | 3 years | Same schedule as above | Same as above |
Additional program governance:
- Compensation Recovery (clawback) policy updated in Dec 2023 to comply with SEC/NYSE; applies to erroneously awarded incentive compensation following qualifying restatements .
- 2022 PSU awards certified at 150% of target based on 3-yr TSR percentiles (76th vs MSCI US REIT; 86th vs peer group) (context) .
Equity Ownership & Alignment
| Data point | Value | Notes |
|---|---|---|
| Total beneficial ownership | 638,645 shares | Less than 1% of outstanding |
| Breakdown of beneficial ownership | 417,278 direct; 85,512 spouse; 135,855 in irrevocable trusts for children | Excludes 347,619 Common OP Units (convertible to common) |
| Unvested restricted stock (as of Mar 7, 2025) | 19,521 shares | Time-based |
| Pledging/hedging | Prohibited for directors and executive officers | Proxy also states none of the named officers/directors have pledged shares as collateral |
| Stock ownership guideline | Executive Chairman: 3x annual base compensation; all directors/executives are compliant or within transition period as of Mar 7, 2025 | Applies to directors and specified officers |
Insider activity and potential selling pressure:
- Time-based RSUs vest ratably over three years (creates regular release cadence) .
- Late Section 16 Form 4 filing in 2023: a Form 4 for Richard Agree (and Joel Agree) filed Dec 14, 2023 for gift transactions on Nov 20, 2023 (administrative oversight) .
Employment Terms
- No stand-alone employment agreement, severance, or change-in-control terms for Richard are disclosed in the proxy; his disclosed compensation consists of time-vested restricted shares as Executive Chairman .
- Company-wide clawback policy applies to executive officers/directors under SEC/NYSE rules .
Board Governance
| Item | Detail |
|---|---|
| Board role | Executive Chairman; Director term ending 2027 |
| Independence | All directors are independent except the CEO and Executive Chairman (i.e., Richard is not independent) |
| Committee roles | Chair, Executive Committee; not on Audit/Comp/Nominating (those are fully independent) |
| Lead Independent Director | Position established in 2019; Gregory Lehmkuhl serving since Dec 2020 |
| Meeting cadence/attendance | Board met 4 times in 2024; each director attended ≥75% of Board/committee meetings; independent directors hold quarterly executive sessions |
| Dual-role considerations | Family relationship: Richard is the father of CEO Joel Agree; mitigants include majority-independent Board, fully independent key committees, Lead Independent Director, and regular executive sessions |
Related Party Transactions
| Date | Counterparty | Description | Key terms | Implications |
|---|---|---|---|---|
| Oct 3, 2023 | Richard Agree; Agree Realty Operating Partnership | Reimbursement Agreement | Richard agrees to reimburse a proportionate share of OP losses equal to $500,000 plus the difference between his total share of nonrecourse debt and his negative capital account | Board/Audit oversight of related party transactions; alignment consideration (shared exposure) |
Say-on-Pay & Compensation Committee Context
- Say-on-pay support: More than 93% of votes cast approved executive compensation in 2024, which the committee viewed as an endorsement; ongoing shareholder engagement noted .
- Committee composition/consultant: Compensation Committee is fully independent; uses Meridian as its external advisor .
- Peer benchmarking and design improvements: Detailed peer group benchmarking used; LTI mix more performance-based and PSU payout capped at 100% if absolute TSR is negative; CEO PSU weighting increased to 70% in 2025 (context) .
Investment Implications
- Alignment: Richard’s compensation is equity-heavy via time-based RSUs, reinforcing alignment through ownership; anti-hedging/pledging policy and compliance with ownership guidelines further support alignment and reduce forced-sale risk .
- Performance linkage: Unlike NEOs with PSUs tied to relative TSR, Richard’s disclosed awards are time-based, not explicitly performance-conditioned, which slightly dilutes pay-for-performance signaling for his role .
- Governance/independence: Dual-role/family relationship with the CEO is a governance consideration, mitigated by a majority-independent Board, independent key committees, a Lead Independent Director, and regular independent sessions; investors should continue to monitor board refreshment and independence .
- Retention and sale pressure: 19,521 unvested restricted shares and ongoing three-year vesting schedules create predictable vesting supply but no evidence of pledging and no options overhang; no recent disclosed open-market selling by Richard in the proxy .
- Related party lens: The 2023 reimbursement agreement links Richard to certain OP loss exposures; while reviewed under the company’s related party policy, it warrants continued monitoring for potential conflicts or incremental risk transfer .
- Company performance backdrop: With AFFO/share growth and TSR leadership over long periods, the broader performance context is constructive; continued high say-on-pay support implies investors have generally accepted the compensation governance framework to date .