AGREE REALTY CORP

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PROXY SUMMARY

History of Board Responsiveness

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The Company has frequently engaged with its stockholders in recent years. Over this time, the Company received feedback on its corporate governance, executive compensation, and board composition practices, as well as its environmental, social, and governance (“ESG”) initiatives. The Company values stockholder feedback, and the feedback received from these engagements has shaped the Company and how it operates today. The table below summarizes the actions taken over the past five years in response to stockholder feedback:

The Company expects to remain engaged on compensation, governance and ESG issues with its stockholders. We will continue to be responsive to stockholder concerns and align our compensation, governance and ESG policies and practices with the long-term interests of our stockholders.

Our Business

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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, 2023, our portfolio consisted of 2,135 properties located in 49 states and totaling approximately 44.2 million square feet of Gross Leasable Area (“GLA”). As of that date, the portfolio was 99.8% leased and had a weighted average remaining lease term of approximately 8.4 years. A significant majority of our properties are leased to national tenants and at year end 69.1% 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.

2023 Business & Performance Highlights

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

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Invested or committed $1.34 billion in 319 retail net lease properties

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Commenced 13 development and Developer Funding Platform (“DFP”) projects for total committed capital of approximately $54 million

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Core Funds From Operations (“Core FFO”) per share increased 1.6% to $3.93

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Adjusted Funds From Operations (“AFFO”) per share increased 3.1% to $3.95

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Declared dividends of $2.919 per share, a 4.1% year-over-year increase

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Raised over $370 million of gross equity proceeds through the Company’s at-the-market equity (“ATM”) program

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Closed on an unsecured $350 million 5.5-year term loan at a 4.52% fixed rate inclusive of prior hedging activity

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Ended the year with over $1.0 billion of total liquidity including availability on our revolving credit facility, outstanding forward equity, and cash on hand

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Balance sheet is well positioned at 4.3 times proforma net debt to recurring EBITDA; 4.7 times excluding unsettled forward equity

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2023 AFFO per share grew by more than 3%, marking three-year stacked growth of approximately 22%. Over the past five years, AFFO per share has increased at a compound annual growth rate of approximately 7%, which is best among the Company’s net lease peers. This consistent and reliable earnings growth continues to support a growing and well-covered dividend. We declared dividends of approximately $2.92 per common share in 2023, representing a year-over-year increase of more than 4%. The company has increased the common dividend per share at a compound annual growth rate of approximately 6% over the past five years, while maintaining a conservative payout ratio. The 2023 dividends represent a payout ratio of approximately 74% 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 has created long-term value and driven leading total shareholder returns. The Company has delivered total returns above the Triple Net Lease Peer Group and the MSCI US REIT (RMZ) index over the last 10 years.

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The Triple Net Lease Peer Group includes the following companies: Broadstone Net Lease, Inc., EPR Properties, Essential Properties Realty Trust, Inc., Four Corners Property Trust, Inc., Getty Realty Corp., NETSTREIT Corp, NNN REIT, Inc., Realty Income Corporation, Spirit Realty Capital, Inc., and W.P. Carey. However, if companies don’t have a 10-year return history then they were excluded from the chart above.

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Executive Compensation Highlights

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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:

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 charts demonstrate our focus on variable at-risk pay for our CEO and NEOs in 2023.

Corporate Governance Highlights

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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:

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

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We maintain a Lead Independent Director position with clearly defined responsibilities to further promote Board independence

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

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

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Appointed six new independent directors since 2018

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Independent directors have a median tenure of four years

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The Board, Audit Committee, Compensation Committee and Nominating & Governance Committee all complete annual self-assessments

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

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The Board annually reviews all corporate governance policies and recently amended several policies

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Environmental, Social and Governance

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As part of the Company’s commitment to continuously improving our understanding of and performance across material ESG topics, the Company has worked with a third-party consultant since 2021 to help identify opportunities for continuous improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders. The Company continues to execute an ongoing sustainability and ESG strategy to enhance oversight structures, risk management, policies, data collection, reporting, and stakeholder engagement.

Environmental Sustainability

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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 2023, we engaged with our retail partners on shared sustainability initiatives at our properties, and executed green leases with various tenants, as well as systematically monitored ESG policies for current and prospective tenants. We will continue working with our tenants and consultants to update our greenhouse gas emissions inventory.

Social Responsibility

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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 we support their needs. 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.

The Company offers numerous benefits, including competitive compensation plans, health and disability insurance, and physical and financial wellness support. Our benefits including the following:

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

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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

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

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

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TABLE OF CONTENTS​

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

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Corporate Governance

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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 ten directors, eight of whom are independent. Six 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.

Proposal Summary and Recommendations

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