Corporate Governance

BOARD OF DIRECTORS

• Recently met our commitment to add a third female to the Board with the appointment of Linglong He effective January 1st, 2024.
• The Board consists of ten directors, all of whom are independent with the exception of the CEO and Executive Chairman.
• We maintain a Lead Independent Director position with clearly defined responsibilities to further promote Board 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 six new independent directors since 2018.
• Independent directors have a median tenure of four years.
• The Board, Audit Committee, Compensation Committee and Nominating & Governance Committee all complete annual self-assessments.
• The Company has no stockholder rights plan (“poison pill”).
• The Board annually reviews all corporate governance policies and recently amended several new policies.

COMMITTEES OF THE BOARD OF DIRECTORS

• The Audit Committee is comprised of three independent Directors, all of which are considered to be financial experts. The Committee is appointed by the Board and continuously monitors the integrity of the financial statements of Agree, the independence and qualifications of Agree’s independent auditors, the performance of Agree’s internal auditors and compliance with legal and regulatory requirements. The Audit Committee has formal oversight responsibility for cybersecurity and is responsible for reviewing and discussing Agree’s policies and procedures with respect to information technology risk assessment, escalation, mitigation and management.
• The Nominating and Governance Committee is comprised of four independent Directors. The Committee assists the Board in developing criteria and qualifications for potential Board members, identifies and recommends Director nominees, establishes corporate governance practices, leads the Board’s annual reviews of performance and management, recommends nominees for each committee and oversees the evaluation of the Board. The Nominating & Governance Committee has been tasked with formal oversight responsibility for ESG.
• The Compensation Committee is comprised of three independent Directors. The Compensation Committee is responsible for reviewing and approving Agree’s compensation philosophy, the compensation of executive officers and non-employee directors, setting the criteria for awards under incentive compensation plans, determining whether such criteria have been met and the review of our clawback policy. Additionally, the Committee will generally oversee policies and practices of the Company that advance its organizational development, including those designed to achieve the most productive engagement of the Company’s workforce.
• 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.

GOVERNANCE PRINCIPLES

• The Board believes that good governance depends on setting the right tone from the top and encourages directors and management to observe the highest standards of integrity and personal conduct.
• The Board seeks to ensure that a majority of its members are independent within the NYSE listing standards.
• The Board has adopted an insider trading policy that applies to all directors, officers, and team members.
• The Company does not have a shareholder rights plan (“poison pill”).
• The Company maintains stock ownership guidelines for named executive officers and Directors, requiring stock ownership of three times annual compensation for certain named executive officers and five times annual compensation for our Chief Executive Officer and Directors.
• Time vested stock grants to officers and employees vest over a three-year period to provide long-term alignment.
• 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.
• The Board has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences.
• The Board has adopted a clawback policy consistent with the new SEC regulations and NYSE listing standards. The clawback policy serves to increase transparency and discourage executives from engaging in behavior that could potentially harm the Company or its stockholders.
• Each director generally may not serve as a member of more than three other public company boards.
• 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.
• 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 and sustainability matters.

ETHICS

All directors, officers, and team members adhere to the Company’s Code of Business Conduct and Ethics.

The Company has adopted the following policies:

• Anti-Corruption Policy – reiterates Agree’s commitment to integrity, outlines the Company’s policies to combat corruption, and details what constitutes a prohibited payment.
• Code of Business Conduct and Ethics – sets out basic principles to guide all employees, executive officers and directors and certain agents and representatives, including consultants, to conduct themselves accordingly and seek to avoid the appearance of improper behavior.
• Corporate Governance Guidelines – describe the core principles for the governance of the Company with guidelines for the Board’s relationship with key stakeholders, the functions of the Board and detailed policies and procedures adopted by the Board.
• ESG Policy – outlines Agree’s ESG goals, oversight, and guidelines on how Agree plans to mitigate and monitor ESG-related risks through site assessments, portfolio reviews and annual training related to social and compliance issues.
• ESG Steering Committee Charter – defines the purpose of the Committee, names the participants by role, and explicitly outlines the responsibilities of the Committee. Formalizing these topics in a charter and providing oversight responsibility to a core group of managers and executives at Agree allows us to more effectively determine and implement our strategy, and make key decisions related to ESG and climate-related risks and opportunities.
• Environmental Policy – describes Agree’s commitment to supporting environmental sustainability and taking action regarding climate change as it impacts the communities in which we operate.
• Human Rights Policy – establishes our commitment to monitoring risks related to human rights and following best practices. Agree is committed to respecting human rights in accordance with the UN Guiding Principles on Business and Human Rights for employees. We believe that all persons are entitled to be treated with dignity and respect.
• Insider Trading Policy – outlines Agree’s processes and procedures for trading in Company securities.
• Related-Party Transactions Policy – outlines Agree’s processes and procedures for identifying, approving and reporting related-party transactions.
• Supplier Code of Conduct – states our commitment that our partners and their affiliates conduct business to the highest standards of ethical conduct and follow the same ethical standards as Agree.
• Whistleblower Policy – protects employees by creating an opportunity for employees to report grievances without risk of retaliation or punishment. Employees can submit complaints to our confidential, third-party hotline.

For a full list of our policies and charters, please see the Policies and Charters page here.