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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the registrant ☒

Filed by a party other than the registrant ☐

Check the appropriate box:

☐

Preliminary proxy statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under §240.14a-12

Agree Realty Corporation

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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AGREE REALTY CORPORATION

70 E. Long Lake Road
Bloomfield Hills, MI 48304

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 11, 2023

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of stockholders (the “2023 Annual Meeting”) of AGREE REALTY CORPORATION, a Maryland corporation, will be held virtually at 10:00 a.m. Eastern Time on May 11, 2023, for the following purposes:

	• To elect three directors to serve until the annual meeting of stockholders in 2026;
	• To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023;
	• To approve (on an advisory basis), by non-binding vote, executive compensation; and
	• To approve (on an advisory basis) whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years.

In addition, stockholders will consider and vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 17, 2023 will be entitled to notice of and to vote at the 2023 Annual Meeting or at any adjournment or postponement thereof. Stockholders are cordially invited to attend the meeting virtually via the internet. To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/ADC2023 and enter the 16-digit control number included on your notice or proxy card (if you received a printed copy of the proxy materials). Stockholders may vote and submit questions while attending the 2023 Annual Meeting virtually via the internet.

Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials over the internet. On or about March 31, 2023, we expect to mail our stockholders either (i) the Notice of Internet Availability of Proxy Materials (the “Notice”) only or (ii) a copy of this Notice of Annual Meeting, the proxy statement, the accompanying proxy card, and our annual report (if a stockholder previously requested paper delivery of proxy materials), each in connection with the solicitation of proxies by our board of directors for use at the 2023 Annual Meeting and any adjournments or postponements thereof. The Notice contains instructions related to this process, including how to access our Notice of Annual Meeting, proxy statement and annual report over the internet, how to authorize your proxy to vote online and how to request a paper copy of the Notice of Annual Meeting, proxy statement and annual report.

It is important that your shares be voted. You may authorize your proxy to vote your shares over the internet as described in the Notice. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided. You also may vote by telephone as described in your proxy card. If you attend the 2023 Annual Meeting, you may revoke your proxy in accordance with procedures set forth in the proxy statement and vote electronically via the internet.

				By Order of the Board of Directors
				Peter Coughenour Chief Financial Officer and Secretary
	March 31, 2023
	Bloomfield Hills, Michigan

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	Page
ABOUT THE ANNUAL MEETING		1
PROXY SUMMARY		6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		13
BOARD MATTERS		15
The Board of Directors		15
Committees of the Board		16
Director Compensation		19
2023 Compensation		19
2022 Compensation		19
Corporate Governance		20
Communications with the Board		20
EXECUTIVE OFFICERS		22
COMPENSATION DISCUSSION AND ANALYSIS		23
Overview of Compensation Program		23
Compensation Objectives and Philosophy		23
Determining Compensation for Named Executive Officers		24
Compensation Committee Consideration of the 2022 Vote on Executive Compensation		24
Elements and Criteria of Compensation in 2022 for Named Executive Officers		25
Base Salary		26
The Executive Incentive Plan		26
Perquisites and Other Benefits		29
Timing and Pricing of Share-Based Grants		30
Stock Ownership Guidelines		30
Policy Prohibiting Hedging and Pledging of Company Stock		30
Executive Compensation Clawback Policy		31
Tax and Accounting Implications		31
COMPENSATION COMMITTEE REPORT		32
EXECUTIVE COMPENSATION TABLES		33
Summary Compensation Table		33
Grants of Plan-Based Awards for 2022		34
Outstanding Equity Awards at December 31, 2022		35
Option Exercises and Stock Vested in 2022		37
Potential Payments Upon Termination or Change-in-Control		37
Change in Control/Severance Payment Tables		41
Pay Ratio		42
Pay Versus Performance		42
AUDIT-RELATED MATTERS		47
Report of the Audit Committee		47
Audit Committee Matters		48
PROPOSALS		49
Proposal 1 — Election of Directors		49

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	Page
Proposal 2 — Ratification of appointment of independent registered public accounting firm for 2023		53
Proposal 3 — Advisory (Non-Binding) Vote Approving Executive Compensation		54
Proposal 4 — Advisory (Non-Binding) Vote On The Frequency Of Advisory Votes On Named Executive Officer Compensation		55
RELATED PERSON TRANSACTIONS		56
ADDITIONAL INFORMATION		57
Cost of Proxy Solicitation		57
Proposals for 2024 Annual Meeting		57
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 11, 2023		58

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AGREE REALTY CORPORATION

70 E. Long Lake Road
Bloomfield Hills, MI 48304

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

May 11, 2023

ABOUT THE ANNUAL MEETING

This proxy statement is furnished by our board of directors (the “Board”) in connection with the Board’s solicitation of proxies to be voted at the 2023 Annual Meeting of stockholders (the “2023 Annual Meeting”) of Agree Realty Corporation (the “Company”) to be held virtually at 10:00 a.m. Eastern Time on May 11, 2023, at www.virtualshareholdermeeting.com/ADC2023, and at any adjournment or postponement thereof.

On or about March 31, 2023, we are mailing either (i) a copy of the Notice of Annual Meeting, this proxy statement, the accompanying proxy card, our annual report and the Notice of Internet Availability of Proxy Materials (the “Notice”) (if a stockholder previously requested paper delivery of proxy materials), or (ii) the Notice only, to our stockholders of record on March 17, 2023 (the “Record Date”). The Notice and this proxy statement summarize the information you need to know to vote at the 2023 Annual Meeting. You do not need to attend the 2023 Annual Meeting virtually via the internet in order to vote.

What is the purpose of the 2023 Annual Meeting?

At the 2023 Annual Meeting, holders of our common stock will be voting on the matters set forth below:

•

To elect three directors to serve until the annual meeting of stockholders in 2026;

•

To ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for 2023;

•

To approve (on an advisory basis), by non-binding vote, executive compensation; and

•

To approve (on an advisory basis) whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years.

The Board recommends that you vote FOR the director nominees, FOR the ratification of the appointment of Grant Thornton, FOR executive compensation, and EVERY YEAR on the frequency of executive compensation votes.

In addition, management will report on our performance and will respond to appropriate questions from stockholders. A representative of Grant Thornton will be present at the 2023 Annual Meeting and will be available to respond to appropriate questions. Such representative will also have an opportunity to make a statement.

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How can I Attend the Meeting?

You can attend the 2023 Annual Meeting virtually via the internet or by proxy.

Attending and Participating Online. The 2023 Annual Meeting will take place virtually via the internet at www.virtualshareholdermeeting.com/ADC2023. Stockholders may vote and submit questions while attending the 2023 Annual Meeting virtually via the internet. You will need the 16-digit control number included on your Notice or proxy card (if you received a paper delivery of proxy materials), to enter the 2023 Annual Meeting via the internet. Instructions on how to attend and participate virtually via the internet, including how to demonstrate proof of share ownership, are available at www.virtualshareholdermeeting.com/ADC2023. Participants will be able to log in 15 minutes prior to the start of the Annual Meeting. We encourage you to access the Annual Meeting in advance of the designated start time to ensure that you do not experience any technical difficulties.

Attending by Proxy. Please see “Can I vote my shares without attending the 2023 Annual Meeting?” below.

Why are you Holding a Virtual Annual Meeting?

We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the 2023 Annual Meeting since our stockholders can participate from any location around the world with internet access. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation, and communication. For example, the virtual format allows stockholders to communicate with us during the 2023 Annual Meeting so they can ask questions of the Board or management. During the live Q&A session of the meeting, we may answer questions as they come in, to the extent relevant to the business of the meeting, as time permits.

Who is Entitled to Vote?

All stockholders of record at the close of business on the Record Date will be entitled to vote. Each share of common stock entitles the holder thereof to one vote on each of the matters to be voted upon at the 2023 Annual Meeting. As of the Record Date, 90,253,104 shares of our common stock, $.0001 par value per share, were outstanding.

What Constitutes a Quorum?

The presence at the 2023 Annual Meeting, virtually via the internet or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum for all purposes. Proxies marked with abstentions or instructions to withhold votes will be counted as present in determining whether or not there is a quorum.

However, if a quorum is not present at the 2023 Annual Meeting, the stockholders, present virtually via the internet or represented by proxy, have the power to adjourn the meeting until a quorum is present or represented. Regardless of whether a quorum is present, our Amended and Restated Bylaws (as amended, our “Bylaws”) provide that the chairman of the meeting may recess or adjourn the meeting.

What is the Difference Between Holding Shares as a Stockholder of Record and a Beneficial Owner?

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, the Notice and, if applicable, our proxy materials (including the Notice of Annual Meeting, the proxy statement, the accompanying proxy card and our annual report) are being sent to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us over the internet or by telephone as described in the Notice, or through an accompanying proxy card or to vote virtually via the internet at the 2023 Annual Meeting.

Beneficial Owners. Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares, and the Notice and, if

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applicable, our proxy materials (including the Notice of Annual Meeting, the proxy statement, the accompanying proxy card, our annual report and the Notice) are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the 2023 Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares virtually via the internet at the 2023 Annual Meeting unless you request and obtain a proxy from your broker, bank or nominee. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee on how to vote your shares.

May I Vote my Shares at the 2023 Annual Meeting?

Even if you plan to virtually attend the 2023 Annual Meeting, we encourage you to vote your shares prior to the meeting.

Stockholders of Record. If you are a stockholder of record and attend the 2023 Annual Meeting virtually via the internet, you may deliver your completed proxy card as discussed below or vote during the meeting by electronic ballot in accordance with the instructions on how to participate virtually via the internet, which are available at www.virtualshareholdermeeting.com/ADC2023.

Beneficial Owners. If you hold your shares through a broker, bank or other nominee and want to vote such shares virtually via the internet at the 2023 Annual Meeting, you must obtain a proxy from your broker, bank or other nominee giving you the power to vote such shares.

Can I Vote my Shares Without Attending the 2023 Annual Meeting?

If you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card in the self-addressed stamped envelope provided or vote by telephone or internet as indicated on your proxy card. Voting your shares over the internet, by mailing a proxy card or by telephone, will not limit your right to attend the 2023 Annual Meeting and vote your shares virtually via the internet. If you attend the 2023 Annual Meeting, you may revoke your proxy in accordance with the procedures set forth in this proxy statement.

If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you. Most brokers allow you to authorize your proxy by mail, telephone and on the internet.

Can I Change my Vote After I have Voted?

Yes. Proxies properly submitted over the internet, by mail or by telephone do not preclude a stockholder from voting virtually via the internet at the meeting. A stockholder may revoke a proxy at any time prior to its exercise by filing with our Secretary a duly executed revocation of proxy, by properly submitting, either by internet, mail or telephone, a proxy to our Secretary bearing a later date or by attending the meeting and voting virtually via the internet. Attendance at the meeting will not by itself constitute revocation of a proxy. If you hold your shares through a bank, broker or other nominee, you should contact such person prior to the time such voting instructions are exercised.

What Does it Mean if I Receive More Than One Notice or Proxy Card or Voting Instruction Card?

If you receive more than one Notice or proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or our transfer agent. If you receive more than one Notice, please submit all of your proxies over the internet, by mail or by telephone, following the instructions provided in the Notice, to ensure that all of your shares are voted. If you receive more than one proxy card or voting instruction card, please sign and deliver each proxy card and voting instruction card that you receive. We recommend that you contact your nominee and/or our transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.

How Many Copies Should I Receive if I Share an Address With Another Stockholder?

The Securities and Exchange Commission (“SEC”) has adopted rules that permit companies and intermediaries, such as a broker, bank or other agent, to implement a delivery procedure called

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“householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of the Notice, and, if applicable, our proxy materials, unless the affected stockholder has provided us with contrary instructions. This procedure provides extra convenience for stockholders and cost savings for companies.

The Company and brokers, banks or other agents may be householding the Notice and our proxy materials. A single Notice and, if applicable, a single set of our proxy materials, including the Notice of Annual Meeting, the proxy statement, the accompanying proxy card, our annual report and the Notice, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. Stockholders may revoke their consent at any time by contacting Broadridge ICS, either by calling toll-free (800) 542-1061 or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, a set of our proxy materials, to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or a separate set of our proxy materials now or in the future, you may contact Agree Realty Corporation, either by calling (248) 737-4190 or by writing to 70 E. Long Lake Road, Bloomfield Hills, MI 48304, Attention: Secretary. In addition, if you are receiving multiple copies of the Notice and, if applicable, our proxy materials, you can request householding by contacting our Secretary in the same manner.

What if I do not Vote for Some of the Items Listed on my Proxy Card or Voting Instruction card?

Stockholders of Record. Proxies properly submitted via the internet, mail or telephone will be voted at the 2023 Annual Meeting in accordance with your directions. If the properly submitted proxy does not provide voting instructions on a proposal, the proxy will be voted in accordance with the recommendations of the Board on such matters. With respect to any matter not set forth on the proxy card that properly comes before the 2023 Annual Meeting, the proxy holders named therein will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.

Beneficial Owners. Proxies properly submitted via the internet mail or telephone or pursuant to your voting instruction card will be voted at the 2023 Annual Meeting in accordance with your directions. If you do not indicate a choice or return the voting instruction card, the broker, bank or other nominee will determine if it has the discretionary authority to vote on each matter. Under applicable law and New York Stock Exchange (“NYSE”) rules and regulations, brokers have the discretion to vote on routine matters, including the ratification of the appointment of our independent registered public accounting firm. However, your broker does not have discretionary authority to vote on the election of directors, the advisory vote approving our executive compensation, or the advisory vote on the frequency of executive compensation votes, in which case a “broker non-vote” will occur and your shares will not be voted on these matters.

What Vote is Required to Approve Each Item?

Proposal 1 — Election of Directors. The three nominees receiving the highest number of “for” votes at the 2023 Annual Meeting will be elected as directors. Any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election must tender his or her resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will recommend to the Board the action to be taken with respect to the resignation. The Board will publicly disclose its decision within 90 days of the certification of the election results. The slate of nominees discussed in this proxy statement consists of three directors, Merrie Frankel, John Rakolta, Jr., and Jerome Rossi, whose terms are expiring. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Our stockholders do not have the right to cumulate their votes for directors.

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Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm. The affirmative vote of a majority of votes cast at the 2023 Annual Meeting is necessary to ratify the Audit Committee’s appointment of Grant Thornton as our independent registered public accounting firm for 2023. Abstentions are not treated as votes cast under Maryland law and, therefore, they have no effect on the outcome of this proposal. Although stockholder ratification of the appointment is not required and is not binding on us, the Board considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and the Audit Committee will take your vote on this proposal into consideration when appointing our independent registered public accounting firm in the future. Even if the stockholders ratify the appointment of Grant Thornton, the Audit Committee, in its sole discretion, may terminate the engagement of Grant Thornton and engage another independent auditor at any time during the year.

Proposal 3 — Advisory (Non-Binding) Vote Approving Executive Compensation. The affirmative vote of a majority of votes cast at the 2023 Annual Meeting is necessary to approve our executive compensation. Abstentions and broker non-votes are not treated as votes cast under Maryland law and, therefore, they have no effect on the outcome of this proposal.

Proposal 4 — Advisory (Non-Binding) Vote on the Frequency of Executive Compensation Votes. The affirmative vote of a majority of votes cast at the 2023 Annual Meeting is required to approve the frequency of future votes on our name executive officers’ compensation. Abstentions and broker non-votes are not treated as votes cast under Maryland law and, therefore, they have no effect on the outcome of this proposal. The Board expects to be guided by the alternative that receives the greatest number of votes, even if not a majority.

Other Matters — If any other matter is properly submitted to the stockholders at the 2023 Annual Meeting, its adoption will require the affirmative vote of a majority of votes cast at the meeting. The Board does not propose to conduct any business at the 2023 Annual Meeting other than as stated above.

Will Anyone Contact me Regarding This Vote?

No arrangements or contracts have been made with any solicitors as of the date of this proxy statement, although we reserve the right to engage solicitors if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews. In addition, our directors and officers may solicit proxies by mail, telephone, e-mail, telecopy or in person.

How do I Find Out the Voting Results?

Voting results will be announced at the 2023 Annual Meeting and will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the close of the meeting.

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PROXY SUMMARY

Board Responsiveness in 2022

Prior to 2022, at least 95% of votes cast on our say-on-pay proposal approved executive compensation in each of the past 10 years. In 2022, while there were few changes to the Company’s compensation practices compared to prior years, the recommendation of the proxy advisory firm Institutional Shareholder Services (“ISS”) changed, and the percentage of votes that were cast in support of executive compensation declined to 77%. To better understand stockholder concerns, the Company engaged with stockholders and revisited the Company’s compensation practices considering the feedback received. In 2022, we reached out to stockholders representing more than 77% of outstanding shares and communicated with approximately 65% of outstanding shares. The table below summarizes the feedback received from those conversations and the actions taken in response:

Stockholder Feedback			Response
The Company does not have a cap on payouts if absolute total shareholder return (“TSR”) is negative			The Company introduced a payout cap on performance units at 100% if absolute TSR is negative, starting with 2023 awards
The Company does not disclose metrics and actual results for management business objectives (“MBOs”)			In additional definitive materials filed in April 2022, the Company disclosed MBO metrics and actual results for 2021, and has continued that practice in this proxy statement, disclosing MBO metrics and actual results for 2022
The Company does not disclose the “net lease peer group” which is weighted 50% for TSR measurements for performance units			The Company disclosed its net lease peer group in the additional definitive materials filed in April 2022, and continued that practice in this proxy statement
With respect to performance units previously disclosed, the Company does not disclose its performance results for prior periods			The Company historically disclosed performance results for prior periods in its annual report on Form 10-K, and has now incorporated that disclosure into this proxy statement
Long-term incentive (“LTI”) awards are 50% performance-based and 50% time-based, and stockholders would like to see a heavier weighting towards performance-based awards			The Compensation Committed decided to change LTI awards to be 55% performance-based and 45% time-based for all Named Executive Officers (“NEOs”) for 2023

The Company expects to remain engaged on compensation and governance issues with its stockholders. Our dedication to stockholder engagement has been demonstrated in recent years by our appointment of a Lead Independent Director, adoption and enhancement of stock ownership guidelines, adoption of an anti-pledging and anti-hedging policy, and adoption of an executive compensation claw-back policy. We will continue to be responsive to stockholder concerns and align our compensation practices with the long-term interests of our stockholders.

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Our Business

We are a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development, and management of retail properties net leased to industry-leading retailers. As of December 31, 2022, our portfolio consisted of 1,839 properties located in 48 states and totaling approximately 38.1 million square feet of Gross Leasable Area (“GLA”). As of that date, the portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.8 years. A significant majority of our properties are leased to national tenants and at year end approximately 67.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance, and maintenance.

2022 Business & Performance Highlights

The Company achieved several notable milestones during the past year, including:

✓

Invested or committed a record $1.71 billion in 465 retail net lease properties

✓

Commenced a record 28 development and Partner Capital Solutions (“PCS”) projects for total committed capital of approximately $110 million

✓

Net Income per share attributable to common stockholders increased 2.4% to $1.83

✓

Core Funds From Operations (“Core FFO”) per share increased 8.1% to $3.87

✓

Adjusted Funds From Operations (“AFFO”) per share increased 9.2% to $3.83

✓

Declared dividends of $2.805 per share, a 7.7% year-over-year increase

✓

Raised approximately $1.3 billion of gross equity proceeds through two overnight offerings and the Company’s at-the-market equity (“ATM”) program

✓

Achieved an upgraded investment grade credit rating of Baa1 from Moody’s Investors Service

✓

Completed a public bond offering of $300 million of 4.80% senior unsecured notes due 2032 with an effective all-in rate of 3.76% inclusive of prior hedging activity

✓

Ended the year with approximately $1.5 billion of total liquidity including availability on our revolving credit facility, outstanding forward equity, and cash on hand

✓

Maintained a conservative balance sheet with proforma net debt to recurring EBITDA of 3.1x at year end

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2022 marked the second consecutive year that we grew AFFO per share by more than 9%, with two-year stacked growth approaching 19%. This consistent and reliable earnings growth continues to support a growing and well-covered dividend. We declared dividends of $2.805 per common share in 2022, a 7.7% year-over-year increase and a two-year stacked increase of approximately 16%. The dividends represent a payout ratio of approximately 73% of AFFO per share, below the low end of the Company’s targeted range of 75% to 85% of AFFO per share.

Our strong earnings growth, well-covered dividend, high-quality portfolio, and conservative balance sheet management continue to drive strong total shareholder returns. The Company has outperformed our Net Lease Peer Group and the MSCI U.S. REIT Index on a one-year, three-year, and five-year basis.

(1)

The Net Lease Peer Group includes the following companies: EPR Properties, Essential Properties Realty Trust, Inc., Four Corners Property Trust, Inc., Getty Realty Corp., National Retail Properties, Inc., Realty Income Corporation, Spirit Realty Capital, Inc. and W.P. Carey, Inc.

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Executive Compensation Highlights

Our compensation program for our named executive officers consists of base salary, annual incentive awards, long-term share-based and unit-based incentive awards and certain other benefits. We also provide severance arrangements for certain of our named executive officers. This program is designed to attract and retain key executives while encouraging high performance and aligning executives’ interests with the interests of our stockholders.

The following summarizes the key principles and objectives of our approach to executive compensation:

Do
✔	provide compensation that is aligned with performance by linking the achievement of pre-established short and long-term goals	✔	allow for claw-backs of cash and equity awards
✔	provide total compensation that is both fair and competitive	✔	require executives to own and retain shares of our common stock to further align their interests with those of our stockholders
✔	attract, retain and motivate key executives who are critical to our operations	✔	engage a third-party consultant to advise the Compensation Committee on executive compensation matters
✔	reward superior individual and company performance on both a short-term and long-term basis	✔	have a Compensation Committee comprised entirely of independent directors

Do Not
	provide total compensation that is not linked to short and long-term company goals	overweight compensation that is not “at-risk” for executives
	provide incentives for executives to take excessive risk to reach short term targets	provide uncapped award opportunities to our executives
	provide executives with excessive perquisites or other personal benefits	guarantee annual base salary increases but instead consider increases if warranted
	permit executives to engage in derivative or hedging transactions in our securities	provide for excise tax gross-up payments in connection with a change in control

Our compensation philosophy supports our commitment to pay-for-performance by rewarding executives for achieving our strategic goals on a short and long-term basis. The following chart demonstrates our focus on variable at-risk pay for our CEO in 2022.

[MISSING IMAGE: pc_22ceocompensat-pn.gif]

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Corporate Governance Highlights

Our Board is responsible for oversight of the Company, including the strategy, objectives, and risk management practices. They are focused on sound corporate governance practices that are designed to promote the long-term interests of our stakeholders. Highlights of our corporate governance practices include:

✓

All directors are independent with the exception of the CEO and Executive Chairman

✓

We maintain a Lead Independent Director position to further promote independence

✓

All members of the Audit, Nominating & Governance and Compensation committees are independent

✓

Independent directors meet quarterly, without the presence of officers or team members

✓

Appointed five new independent directors since 2018

✓

Independent directors have a median tenure of three years

✓

The Board and certain committees complete annual self-assessments

✓

The Company has no stockholder rights plan (“poison pill”)

✓

The Board annually reviews all corporate governance policies and recently adopted several new policies

Environmental, Social and Governance (“ESG”)

As part of our commitment to continuously improving our understanding of and performance across material ESG topics, we engaged a third-party consultant in 2022 to help identify opportunities for improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders and uncover opportunities for value creation. This process resulted in a three-year action plan and roadmap for the Company to enhance its ESG program through oversight structures, risk management, policies, data collection, reporting, and stakeholder engagement.

Environmental Sustainability

We understand that environmental sustainability is an ongoing endeavor and embrace the responsibility to be a steward of the environment, use natural resources carefully, and work with our retail partners on shared sustainability initiatives. We remain committed to using our time, talents, resources, and relationships to grow in a manner that makes the world and the environment better for future generations.

Our focus on industry-leading, national and super-regional retailers provides for long-term relationships with many environmentally conscientious retailers. This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices.

In 2022, we enhanced our engagement with our retail partners on shared sustainability initiatives at our properties, such as installing electric vehicle (EV) chargers, introducing green lease language into our standard lease forms, and executing several green leases with tenants. We also worked closely with our consultant to conduct a greenhouse gas emissions inventory, and we will report this data in our 2022 ESG Report.

Social Responsibility

At Agree, our employees are the foundation of our success, and we endeavor to make sure they have a welcoming and inclusive work environment and that we support their needs. The Company offers numerous benefits, including competitive compensation plans, health and disability insurance, and physical and financial wellness support. Our benefits include the following:

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Compensation: includes base salaries, annual cash bonuses, long-term equity compensation and ongoing access to financial planning resources

•

Insurance: 100% employer paid premiums for medical benefit plans for full-time team members, their spouse, and dependents and 100% employer paid premiums for Short-Term and Long-Term disability to help cover a team member’s financial losses

•

Retirement: Simple IRA with a Company match of up to 3% of annual earnings

•

Training and Education: provides development opportunities through ADC University, the ADC Rotational Program and lunch & learns on a variety of topics

•

Agree Wellness Program: focuses on physical and financial wellness to enhance team members’ well-being

Agree Realty values and supports an inclusive and diverse community for colleagues, stakeholders, vendors, and the broader communities which we conduct business in. We make it our mission on a daily basis to ensure that we operate in an environment free of discrimination, which includes freedom from harassment.

Company culture is a key factor to our performance. We have a Culture Committee comprising team members from different departments. The Committee’s mission is to create community through camaraderie. The Committee plans multiple events throughout the year including social events, volunteer activities, and opportunities to celebrate the Team’s success. The Company also regularly sponsors local charities, showing our commitment to the communities in which we operate.

Corporate Governance

We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance. Our Board is ultimately responsible for ESG Oversight. The Nominating & Governance Committee of the Board oversees our management-level ESG Steering Committee, which sets our ESG strategy and ensures our strategy is implemented throughout our operations.

Our Board has nine directors, seven of whom are independent. Five new independent directors have been added since 2018. Independent directors meet quarterly, without the presence of officers or team members. A Lead Independent Director was appointed in 2019. The Board has adopted an insider trading policy that applies to all directors, officers and team members.

The Company does not have a poison pill and maintains stock ownership guidelines for directors and named executive officers requiring specified levels of stock ownership. Time-vested stock grants to officers and team members provide long-term alignment, while performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment. Our Board has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences.

We are committed to maintaining the highest standards for ethics and integrity. Directors, officers, and team members are responsible for promoting honest and ethical conduct. The Board has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines that apply to all Directors, officers and team members of the Company. Officers and team members are required to certify their compliance on an annual basis.

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Proposal Summary and Recommendations

Proposal No.	Description	Board’s Recommendation	Page
1	The election of three directors nominated by our Board of Directors and named in the accompanying Proxy Statement to hold office until the 2026 Annual Meeting	For	49
2	Ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the year 2023	For	53
3	A non-binding vote to approve executive compensation of our named executive officers as described in the accompanying Proxy Statement.	For	54
4	A non-binding vote on whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years	Every Year	55

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

The following table sets forth information regarding the beneficial ownership of our common stock (our only outstanding class of voting securities) as of March 17, 2023, with respect to each director and named executive officer, and all of our directors and executive officers as a group. As of March 17, 2023, there were 90,253,104 shares of our common stock outstanding. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares listed below and none of the named executive officers or directors has pledged his or her shares of common stock as collateral. Unless otherwise indicated, the business address for each of the identified stockholders is 70 E. Long Lake Road, Bloomfield Hills, Michigan 48304.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership(1)

Percent of
Class(2)

Richard Agree

578,806(3)

Joel Agree

514,303(4)

Peter Coughenour

5,543

Craig Erlich

31,351(5)

Danielle Spehar

11,431

Nicole Witteveen

8,394

Karen Dearing

6,922

Merrie S. Frankel

7,088

Michael Hollman

4,019

Michael Judlowe

6,173(6)

Gregory Lehmkuhl

15,782

John Rakolta, Jr.

271,486(7)

Jerome Rossi

6,613

All directors and executive officers as a group (14 persons,
excluding former officers)

1,473,615(8)

1.6%

Less than 1%

(1)

The amount of common stock beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Amounts include the following number of unvested shares of restricted stock as of March 17, 2023: Mr. Richard Agree: 19,113 shares, Mr. Joel Agree: 108,128 shares, Mr. Coughenour: 4,306 shares, Mr. Erlich: 11,355 shares, Ms. Spehar: 8,182 shares, Ms. Witteveen: 7,137 shares, Ms. Dearing: 2,661 shares, Ms. Frankel: 1,501 shares, Mr. Hollman: 1,501 shares, Mr. Judlowe: 2,457 shares, Mr. Lehmkuhl: 2,457 shares, Mr. Rakolta: 2,457 shares, Mr. Rossi: 1,501 shares; and all executive officers and directors as a group, 169,835 shares.

(2)

Percentages are based on 90,253,104 shares of common stock outstanding as of March 17, 2023. The amount of common stock outstanding used in calculating such percentages assumes that none of the common limited partnership units in Agree Limited Partnership (the “Common OP Units”) are converted to common stock.

(3)

Consists of (i) 413,939 shares owned directly, (ii) 70,512 shares owned by his spouse and (iii) 94,355 shares owned by irrevocable trusts for his children and does not include 347,619 shares of common stock issuable upon conversion of his Common OP Units.

(4)

Consists of 514,253 shares owned directly and 50 shares owned by his children.

(5)

Consists of 30,651 shares owned directly and 700 shares owned by his children.

(6)

Consists of 6,073 shares owned directly and 100 shares owned by his spouse.

(7)

Consists of 271,273 shares owned directly and 213 shares owned by his spouse.

(8)

Does not include 347,619 shares of common stock issuable upon conversion of Common OP Units.

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Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of our common stock (our only outstanding class of voting securities) as of March 17, 2023, to our knowledge, for each beneficial owner of more than 5.0% of the outstanding shares of our common stock. As of March 17, 2023, there were 90,253,104 shares of our common stock outstanding.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
BlackRock, Inc.		17,163,492(3)		19.0%
The Vanguard Group		13,970,181(4)		15.5%
State Street Corporation		5,331,244(5)		5.9%

(1)

The amount of common stock beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

(2)

(3)

Pursuant to Schedule 13G/A (Amendment No. 1) filed with the SEC on January 26, 2023 by BlackRock, Inc. Represents holdings of various subsidiaries of the holding company and includes ownership of more than 5% of our common stock by Blackrock Fund Advisors, and iShares Core S&P Small-Cap ETF. The business address of such person is 55 East 52nd Street, New York, NY 10055. BlackRock, Inc. is deemed to have sole voting power with respect to 16,664,878 shares and sole dispositive power with respect to 17,163,492 shares.

(4)

Pursuant to Schedule 13G/A (Amendment No. 10) filed with the SEC on February 9, 2023 by The Vanguard Group. Represents 13,970,181 shares of common stock beneficially owned by The Vanguard Group and certain of its affiliates. The business address of such person is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group is deemed to have shared voting power with respect to 136,663 shares, sole dispositive power with respect to 13,750,579 shares and shared dispositive power with respect to 219,602 shares.

(5)

Pursuant to Schedule 13G/A filed with the SEC on February 6, 2023 by State Street Corporation Represents 5,331,244 shares of common stock beneficially owned by State Street Corporation and certain of its affiliates. The business address of such person is 1 Lincoln Street, Boston, MA 02111. State Street Corporation is deemed to have shared voting power with respect to 4,141,565 shares and shared disposition power with respect to 5,331,244 shares.

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BOARD MATTERS

The Board of Directors

The Board has general oversight responsibility for our affairs, and the directors, in exercising their duties, represent and act on behalf of the stockholders. Although the Board does not have responsibility for our day-to-day management, it stays regularly informed about our business and provides guidance to management through periodic meetings and other informal communications. The Board is significantly involved in, among other things, the strategic and financial planning process, leadership development and succession planning, as well as other functions carried out through the Board committees as described below.

Board Leadership Structure. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant.

Richard Agree served as our Chairman of the Board and Chief Executive Officer from December 1993 to January 2013 and has served as our Executive Chairman of the Board since January 2013. Joel Agree served as our President and Chief Operating Officer until his promotion to Chief Executive Officer in January 2013 and has served as a director since June 2009. Subject to the direction of the Board, including the Executive Chairman, Joel Agree has general responsibility and ultimate authority for the implementation of our policies. Based on a review of the Board leadership structure in 2019, the Board created the Lead Independent Director position to further promote independence and to demonstrate our commitment to corporate governance. Mr. Lehmkuhl has served as the Lead Independent Director since December 2020.

The Board, which consists of a majority of independent directors, exercises a strong, independent oversight function. This oversight function is enhanced by the fact that the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are comprised entirely of independent directors and by oversight by the Lead Independent Director. Under our Bylaws and Corporate Governance Guidelines, the Board has the ability to change its structure, should that be deemed appropriate and in the best interest of our Company and our stockholders. The Board believes that these factors provide the appropriate balance between the authority of those who oversee our Company and those who manage it on a day-to-day basis.

Risk Management. The Board takes an active and informed role in our risk management policies and strategies. Our executive officers, who are responsible for our day-to-day risk management practices, present to the Board on the material risks to our Company, including credit risk, liquidity risk, operational risk, risk related to information technology and cybersecurity. At that time, the management team also reviews with the Board our risk mitigation policies and strategies specific to each risk that is identified. Our Compensation Committee reviews and determines whether any of our compensation policies or practices subject the Company to inappropriate risk. Our Audit Committee role includes assisting the Board in fulfilling its responsibilities related to the oversight of major financial exposures review generally the guidelines and policies governing the process by which management assesses and manages such risk exposures, accounting and reporting processes; our system of internal accounting and financial controls; our technology security policies and internal cybersecurity and privacy controls. Our Audit Committee reviews and determines cybersecurity, privacy, information security and financial risk exposures and the steps our management has taken to monitor and control these exposures. Throughout the year, management monitors our risk profile and updates the Board as new material risks are identified or the aspects of a risk previously presented to the Board materially change.

Meetings. The Board and its committees meet throughout the year at regularly scheduled meetings, and also hold special meetings and act by written consent as appropriate. The Board met four times during 2022. During 2022, each director attended, virtually or in person, 75% or more in aggregate of (i) the number of meetings of the Board and (ii) the number of meetings held by all committees of the Board on which such director served. It has been and is the policy of the Board that directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances

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or conflicts discussed in advance by the director with the Chairman of the Board. Each director serving on the Board at the time of the 2022 annual meeting attended our 2022 annual meeting of stockholders.

Lead Independent Director. Our independent directors meet in executive sessions quarterly without management. As Lead Independent Director, Mr. Lehmkuhl presides at executive sessions of our independent directors and Board meetings at which the Executive Chairman is not present; serves as liaison between the Executive Chairman and management as needed; reviews and approves Board meeting agendas, topics and schedules; communicates as appropriate with the Executive Chairman and management regarding matters discussed by the independent directors; and performs other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities.

Director Independence. The NYSE listing standards set forth objective requirements for a director to satisfy, at a minimum, in order to be determined to be independent by the Board. In addition, in order to conclude a director is independent in accordance with the NYSE listing standards, the Board must also consider all relevant facts and circumstances, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, which require that a majority of our directors be independent within the meaning of the NYSE listing standards, the Board undertook a review of the independence of all non-management directors. The Board has affirmatively determined that the following seven of our nine directors are independent under NYSE listing standards and our Corporate Governance Guidelines and do not have a relationship with us that would interfere with such person’s ability to exercise independent judgment as a member of the Board: Ms. Dearing, Ms. Frankel, Mr. Hollman, Mr. Judlowe, Mr. Lehmkuhl, Mr. Rakolta, and Mr. Rossi. In making this determination, the Board has considered the relationships described below under “Related Person Transactions,” and determined they do not affect independence. The Board’s director independence standards outlined in our Corporate Governance Guidelines can be found on our website at www.agreerealty.com in the Corporate Governance FAQ section.

Stock Ownership Requirements. To further align the interests of certain of our executive officers and directors with the interest of our stockholders, and to promote our commitment to sound corporate governance, the Board has adopted stock ownership guidelines. The stock ownership guidelines apply to the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel and non-employee directors. A summary of those guidelines is set forth in “Compensation Discussion and Analysis — Stock Ownership Guidelines.”

Committees of the Board

The Board has delegated various responsibilities and authority to four standing committees of the Board. Each committee regularly reports on its activities to the full Board. Each committee, other than the Executive Committee, operates under a written charter approved by the Board, which is reviewed annually by the respective committees of the Board and is available in the Corporate Governance FAQ section of our website at www.agreerealty.com. Each committee may form, and delegate power and authority to, subcommittees of one or more of its members for any purpose that such committee deems appropriate. The Audit Committee, the Compensation Committee and the Nominating and Governance Committee are composed entirely of independent directors. In addition, the Board has determined that each member of the Audit Committee and the Compensation Committee qualifies as independent in accordance with the additional independence rules established by the SEC and NYSE. The table below sets forth the current membership of the four standing committees of the Board and the number of meetings held in 2022 by such committees:

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Name

Audit

Compensation

Nominating and
Governance

Executive

Richard Agree

Chair

Joel Agree

✓

Karen Dearing

Chair

Merrie S. Frankel

✓

Chair

Michael Hollman

✓

Michael Judlowe

✓

Gregory Lehmkuhl

Chair

✓

John Rakolta, Jr.

✓

Jerome Rossi

✓

Number of Meetings in 2022

Audit Committee. The Audit Committee is responsible for providing independent, objective oversight of our auditing, accounting and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of our internal audit function and review and discussing our policies and procedures with respect to cybersecurity risk assessment and risk management. In addition, the Audit Committee engages the independent registered public accounting firm. See “Audit-Related Matters — Report of the Audit Committee,” “Audit-Related Matters — Audit Committee Matters” and the Audit Committee’s charter for additional information on the responsibilities and activities of the Audit Committee.

The Board has determined that each Audit committee member has sufficient knowledge in reading and understanding financial statements to serve thereon and is otherwise financially literate, and that Ms. Dearing, Ms. Frankel and Mr. Hollman qualify as “audit committee financial experts” as that term is defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has further determined that Ms. Dearing, Ms. Frankel and Mr. Hollman possess financial management expertise within the meaning of the listing standards of the NYSE.

Compensation Committee. The Compensation Committee is responsible for overseeing compensation and benefit plans and policies, reviewing and approving equity grants and otherwise administering share- based plans, and reviewing and approving annually all compensation decisions relating to our executive officers. The Compensation Committee also has authority to grant awards under the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan”). See “Compensation Discussion and Analysis,” “Compensation Committee Report” and the Compensation Committee’s charter for additional information on the responsibilities and activities of the Compensation Committee.

Role of Management. After consultation with our executive officers, Joel Agree, our President and Chief Executive Officer, makes recommendations to the Compensation Committee with respect to the design and implementation of the compensation program for the named executive officers. See “Compensation Discussion and Analysis — Determining Compensation for Named Executive Officers.”

Role of Compensation Consultant. In 2022, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to assist the Company and the Compensation Committee with matters related to the Company’s executive compensation program. The Compensation Committee determined that Meridian meets the criteria for an independent consultant in accordance with SEC guidelines for such services.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for establishing the requisite qualifications for directors, identifying and recommending the nomination of individuals qualified to serve as directors, establishing corporate governance practices in compliance with applicable regulatory requirements and consistent with the highest standards, recommending to the Board the corporate governance guidelines applicable to the Company, leading the Board in its annual review of the performance of the Board and management, recommending directors for each Board committee and overseeing the evaluation of the Board, including its committees, and management of the Company. The Nominating and Governance Committee also establishes corporate

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governance practices in compliance with applicable regulatory requirements consistent with the highest standards and recommends to the Board the corporate governance guidelines applicable to us. In addition, the Nominating and Governance Committee has formal oversight responsibility for the Company’s ESG program. Refer to the Nominating and Governance Committee’s charter for additional information on the responsibilities and activities of the Nominating and Governance Committee.

Director Qualifications. Our Nominating and Governance Committee has established policies for the desired attributes of the Board as a whole, including as set forth in our Corporate Governance Guidelines. The Board seeks to ensure that a majority of its members are independent within the NYSE listing standards. Further, each director generally may not serve as a member of more than three other public company boards. In addition, Audit Committee members may not simultaneously serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. Each director must possess personal integrity, leadership skills, a business and professional background that would complement the skills and experience of the other members of the Board, the ability to think strategically about the long-term interests of the Company and our stockholders, and a breadth of knowledge about matters affecting the Company and its industry. In addition, directors must be committed to devoting the time and effort necessary to be responsible and productive members of the Board. The Board values diversity, in its broadest sense, reflecting, but not limited to, profession, gender, race, ethnicity, age, skills and experience and endeavors to include women and minority candidates in the qualified pool from which Board candidates are chosen. The Nominating and Governance Committee conducts reviews of current directors in light of the considerations described above and their historical contributions to the Board. The Board reviews the effectiveness of its director candidate nominating practices annually.

Identifying and Evaluating Nominees. Generally, the Nominating and Governance Committee will re- nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board.

Our Nominating and Governance Committee periodically assesses the appropriate number of directors comprising the Board and whether any vacancies on the Board are expected due to retirement or otherwise. The Nominating and Governance Committee will evaluate the qualifications set forth above and may consider additional factors it deems appropriate including judgment, skill, strength of character, experience with businesses and organizations comparable to our size or scope and specialized knowledge or experience. Depending on the current needs of the Board, certain factors may be weighted more or less heavily by the Nominating and Governance Committee.

The Nominating and Governance Committee considers candidates for the Board from any responsible source, including current Board members, stockholders, professional search firms or other persons. The Nominating and Governance Committee does not evaluate candidates differently based on who has made the recommendation. The Nominating and Governance Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates.

Stockholder Nominees. Our Bylaws permit stockholders to nominate directors for consideration at an annual meeting of stockholders. We did not receive any director nominations by stockholders for the 2023 Annual Meeting. The Nominating and Governance Committee will consider properly submitted stockholder submissions for nominations to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstances. Such nominations may be made by a stockholder entitled to vote, who delivers written notice along with the additional information and materials to our Secretary in compliance with the requirements set forth in our Bylaws and below in “Additional Information — Proposals for 2024 Annual Meeting.”

Any stockholder nominations proposed for consideration by the Nominating and Governance Committee should include the nominee’s name, sufficient biographical information to demonstrate that the nominee meets the qualification requirements for Board service as set forth under “Director Qualifications,” and such other information regarding each nominated person as set forth in our Bylaws and that would be required in a proxy statement filed pursuant to the SEC’s proxy rules in the event of an

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election contest. The nominee’s written consent to the nomination should also be included with the nominating submission, which should be addressed to: Agree Realty Corporation, 70 E. Long Lake Road, Bloomfield Hills, MI 48304, Attention: Secretary.

Executive Committee. The Executive Committee has the authority to acquire and dispose of real property and the power to authorize, on behalf of the full Board, the execution of certain contracts and agreements, including those related to our borrowing of money, and generally to exercise all other powers of the Board except for those which require action by a majority of the independent directors or the entire Board.

Director Compensation

The Compensation Committee establishes and oversees our director compensation program. Director compensation is established with a view to attract highly qualified non-management directors and fairly compensate non-management directors for their time and effort on behalf of stockholders. In consultation with Meridian, our Compensation Committee regularly benchmarks our director compensation to that of our peers to ensure that it remains competitive to attract and retain non-employee directors.

2023 Compensation

As part of its review of director compensation in consultation with Meridian, effective on February 3, 2023, the Compensation Committee adopted an updated policy with respect to non-employee director compensation. Pursuant to this policy, each of our non-employee directors receives an annual retainer of $180,000, $110,000 of which is payable in restricted stock awards with one year vesting, and the remainder of which is payable, at each director’s election, either quarterly in cash or in an additional restricted stock award with one-year vesting.

Additionally, the Lead Independent Director and Audit Committee Chair receive an additional annual payment of $15,000, and the Chair of each of our Compensation and Nominating and Governance Committees receive an additional annual payment of $7,500. These payments are subject to the same cash or stock election described above.

2022 Compensation

Each non-management director who is not an employee of, or affiliated with, the Company received an annual fee of $132,000 in 2022. $66,000 of the annual fee was payable in restricted stock awards with one year vesting, and the remaining $66,000 was payable in either cash or stock at each Director’s election. Cash payments were made quarterly. Stock payments were made in February 2022, and vested on the first anniversary of the grant date.

In 2022, the Chairperson of the Audit Committee and the Lead Independent Director each received an additional $6,000, which were subject to the same cash or common stock election described above.

Non-management directors do not receive any additional compensation in any form for their service, including for attendance at meetings of the Board or its committees. The Company reimburses directors for out-of-pocket expenses incurred in connection with their service on the Board.

The following table provides compensation information for the year ended December 31, 2022 for each non-management director.

Name	Fees Earned or Paid in Cash(1)			Stock Awards(2)
Karen Dearing(3)		$	72,000		$	66,000
Merrie S. Frankel(4)			66,000			66,000
Michael Hollman(5)			66,000			66,000
Michael Judlowe(6)			66,000			66,000
Gregory Lehmkuhl(7)			72,000			66,000
John Rakolta, Jr.(8)			66,000			66,000
Jerome Rossi(9)			66,000			66,000

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(1)

Our non-management directors had the option to receive shares of common stock in lieu of a portion of their cash fees earned and reported in this column. The aggregate number of shares of common stock issued in lieu of cash for 2022 included: Ms. Dearing, 1,150; Mr. Judlowe, 1,054; and Mr. Rakolta, 1,054.

(2)

Reflects restricted stock awards granted under the 2020 Plan. The amounts reported represent the grant date fair value of the restricted stock award, which is the closing trading price of a share of our common stock on the grant date multiplied by the number of shares subject to the award. The Company does not pay fractional shares.

(3)

Ms. Dearing held 2,204 shares of unvested restricted stock as of December 31, 2022.

(4)

Ms. Frankel held 1,054 shares of unvested restricted stock as of December 31, 2022.

(5)

Mr. Hollman held 1,054 shares of unvested restricted stock as of December 31, 2022.

(6)

Mr. Judlowe held 2,108 shares of unvested restricted stock as of December 31, 2022.

(7)

Mr. Lehmkuhl held 1,054 shares of unvested restricted stock as of December 31, 2022.

(8)

Mr. Rakolta held 2,108 shares of unvested restricted stock as of December 31, 2022.

(9)

Mr. Rossi held 1,054 shares of unvested restricted stock as of December 31, 2022.

SEC Form DEF 14A filed by Agree Realty Corporation