DEF 14A of Mid America Apartment Communities Inc.
Filed Apr 6, 20260001140361-26-013212
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(Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:
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| ☐ | 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 |
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| Mid-America Apartment Communities, Inc. | | (Name of Registrant as Specified In Its Charter) | | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check all boxes that apply):
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| ☒ | 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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MID-AMERICA APARTMENT COMMUNITIES, INC. 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT www.virtualshareholdermeeting.com/MAA2026 Tuesday, May 19, 2026 12:30 p.m. CDT
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| TO MY FELLOW SHAREHOLDERS | |
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I am pleased to invite you to attend the 2026 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc. The meeting will be held at 12:30 p.m., Central Daylight Time, on Tuesday, May 19, 2026. We will be conducting the meeting online in order to provide all of our shareholders the same opportunity to participate as they would have at an in-person meeting, including the right to vote and the ability to ask questions through the virtual meeting platform. We believe a virtual-only format allows equal access to our shareholders as it eliminates both the time and cost associated with physically attending the meeting for our geographically dispersed shareholders and any other limitations of our shareholders, associates and directors. The Notice of Annual Meeting of Shareholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted during the meeting. Your vote on the proposals to be voted upon during the 2026 Annual Meeting of Shareholders is important to us, and I encourage you to vote in advance, regardless of whether you plan to virtually attend the meeting or not. I would like to recognize two of our directors who, pursuant to MAA’s mandatory retirement policy, will not be eligible to stand for re-election at the 2026 Annual Meeting of Shareholders. Claude B. Nielsen joined our Board of Directors in October 2013 as part of our merger with Colonial Properties Trust after having served on the Colonial Properties Trust Board of Trustees for 20 years. His expertise and guidance helped ensure a smooth and successful integration of our companies. I am also grateful for his dedication in developing a more formal and thorough succession planning framework as the chairman of our Nominating and Corporate Governance Committee that ultimately resulted in our successful CEO transition in 2025. Gary S. Shorb joined our Board of Directors in May 2012. His acumen in leading a company in a highly regulated industry has been invaluable to our Audit Committee’s oversight of risks and controls as well as our Nominating and Corporate Governance Committee’s oversight of regulatory governance compliance and ethical business operations. I thank them both for their years of dedicated service and valuable guidance. Should all director nominees be elected at the 2026 Annual Meeting of Shareholders, the size of the Board of Directors will be reduced to nine members. While we may temporarily increase the size of the Board of Directors from time to time as we execute our long-term succession plans, it is the position of the Board of Directors that, at this time, a nine-member board provides an appropriate balance of expertise and experience, divergent viewpoints and independent voices with efficiency of operations and overall cost control for MAA’s current needs. Along with the other members of the Board of Directors and my fellow MAA associates, I thank you for your support and interest in MAA, and I look forward to hosting you at the 2026 Annual Meeting of Shareholders.
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| Sincerely, | | | | H. Eric Bolton, Jr. | | Chairman of the Board of Directors | | April 6, 2026 |
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| 2026 PROXY STATEMENT | 1 | | | |
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DEFINED TERMS, ACRONYMS AND ABBREVIATIONS
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| MEETING AND MATERIALS | | | Annual Meeting | 2026 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc. | | Annual Meeting Notice | Notice of 2026 Annual Meeting of Shareholders | | Annual Report | Annual Report to Shareholders for the Year Ended December 31, 2025 | | Beneficial Shareholder | A Beneficial Shareholder is a shareholder whose shares are held by a bank, brokerage firm or other nominee. Such shares are often referred to as being held in Street Name. | | MAA, the Company, we, us, our | Mid-America Apartment Communities, Inc. | | Notice of Internet Availability | Notice Regarding Internet Availability of Proxy Materials | | Proxy Statement | This Proxy Statement | | Shareholder of Record or Registered Shareholder | A Shareholder of Record, also referred to as a Registered Shareholder, is a shareholder who owns their shares directly through MAA’s transfer agent, Broadridge Corporate Issuer Solutions, Inc. | | Voter Instruction Form | Instructions included with proxy materials provided to Beneficial Shareholders by a bank, brokerage firm or other nominee. | | EXECUTIVE AND DIRECTOR COMPENSATION | | | 401(K) Plan | MAA 401(K) Savings Plan | | 2023 Omnibus | Mid-America Apartment Communities, Inc. 2023 Omnibus Incentive Plan | | AIP | Annual Incentive Plan | | CAP | Compensation Actually Paid | | CEO | Brad Hill who was appointed as Chief Executive Officer and President effective April 1, 2025 | | Code | Internal Revenue Code of 1986, as amended | | Director Deferred Compensation Plan | Non-Qualified Deferred Compensation Plan for Outside Company Directors | | Executive Deferred Compensation Plan | Non-Qualified Executive Deferred Compensation Plan | | FAD | Funds Available for Distribution | | FFO | Funds From Operations | | FFO per Share | Funds From Operations per Diluted Common Share and Unit | | Former CEO | H. Eric Bolton, Jr. who retired as CEO on March 31, 2025 | | LTIP | Long-Term Incentive Program | | NEO | Named Executive Officer | | NOI | Net Operating Income | | Pearl Meyer | Pearl Meyer & Partners, LLC | | SS | Same Store | | TSR | Total Shareholder Return | | ACCOUNTING AND AUDITING | | | ASC | Accounting Standards Codification | | FASB | Financial Accounting Standards Board | | GAAP | Generally Accepted Accounting Principles | | Financial Expert | Audit committee financial expert as defined under Item 401(h) of Regulation S-K | | GENERAL TERMS AND COMMON ABBREVIATIONS | | | Board | Refers to the Board of Directors of Mid-America Apartment Communities, Inc. | | CAO | Chief Administrative Officer | | CFO | Chief Financial Officer | | CIO | Chief Investment Officer | | CSAO | Chief Strategy & Analysis Officer | | Director | A current member of the Board of Directors of Mid-America Apartment Communities, Inc. | | Director Nominees | The individuals being presented for shareholder approval at the Annual Meeting to serve as directors of MAA until the 2027 annual meeting of shareholders | | ERM | Enterprise Risk Management | | EVP | Executive Vice President | | GC | General Counsel | | NYSE | New York Stock Exchange | | REIT | Real Estate Investment Trust | | SEC | United States Securities and Exchange Commission | | SVP | Senior Vice President |
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TABLE OF CONTENTS
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| INTRODUCTION | Pages 4-8 | | 4 | Notice of 2026 Annual Meeting of Shareholders | | 5 | New and Notable | | 5 | Additional Information and Resources | | 6 | Proxy Highlights | | PROPOSAL 1: ELECTION OF DIRECTORS | Pages 9-38 | | 9 | The Board’s Role and Responsibilities | | 11 | Board Structure and Composition | | 16 | Additional Board Governance | | 22 | Process for Identifying and Selecting Director Nominees | | 25 | Director Nominees for Election | | 36 | Non-Management Director Compensation | | PROPOSAL 2: EXECUTIVE OFFICER COMPENSATION | Pages 39-70 | | 40 | Executive Officers of the Registrant | | 41 | Compensation Discussion and Analysis (section Table of Contents on page 41) | | 56 | Compensation Committee Report | | 57 | Executive Compensation Tables | | 66 | CEO Pay Ratio | | 67 | Pay Versus Performance | | PROPOSAL 3: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | Pages 71-74 | | 72 | Audit and Non-Audit Fees | | 72 | Audit Committee Policies | | 74 | Audit Committee Report | | SECURITIES OWNERSHIP | Pages 75-76 | | 75 | Securities Authorized for Issuance Under Equity Compensation Plans | | 75 | Security Ownership of Certain Beneficial Owners | | 76 | Security Ownership of Management | | GENERAL INFORMATION | Pages 77-81 | | 77 | Meeting Information | | 78 | Voting Information | | 79 | Meeting Materials Information | | 81 | Matters Related to the 2027 Annual Meeting of Shareholders | | 81 | Questions | | NON-GAAP FINANCIAL MEASURES | Pages 82-83 | | OTHER MATTERS | Page 84 |
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Cautionary information and forward-looking statements This document may include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act and the Private Securities Litigation Reform Act of 1995as well as protections afforded by other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The forward-looking statements in this document are subject to certain known and unknown risks, uncertainties and other factors including the risks relating to the Company’s strategy, operations and performance and the financial, legal, tax, regulatory, compliance, reputational, and other factors discussed in “Risk Factors” in the Company's Annual Report on Form 10- K for fiscal year 2024 and subsequent filings with the SEC, which are available at http://www.sec.gov. Although we believe that the assumptions underlying any forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements may not prove to be accurate. In light of the significant uncertainties inherent in any forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
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| 2026 PROXY STATEMENT | 3 | | | |
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| NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS | | | | | | | ITEMS OF BUSINESS | | Board Recommendation | Page | MEETING INFORMATION | | | 1. | Elect the nine Director Nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Shareholders, and until their successors have been duly elected and qualified. | ✓ FOR each Director Nominee | 9 | Date and Time | Annual Meeting Website | | | | | | Tuesday, May 19, 2026 | Shareholders can access materials and vote prior to the Annual Meeting by using their 16-digit Control Number to log into www.ProxyVote.com. | | | | | | 12:30 p.m. CDT | | | | | | | Virtual Meeting Access | | | | | | | Shareholders may participate in the Annual Meeting by using their 16-digit Control Number to log into www.virtualshareholdermeeting.com/MAA2026. During the meeting, shareholders will be able to ask questions related to the items of business to be considered and access additional materials including the Agenda and Rules of Conduct for the meeting, as well as the shareholder list. | | | 2. | Advisory (non-binding) vote to approve NEO compensation. | ✓ FOR | 39 | | | | | | | | | Record Date | | 3. | Ratify the appointment of Ernst & Young LLP as MAA’s independent registered public accounting firm for fiscal year 2026. | ✓ FOR | 71 | | Shareholders of record at the close of business on Friday, March 13, 2026, are entitled to receive this notice and to vote on the items of business. | | In addition to the above matters, shareholders will also consider any other business as may properly come before the meeting or adjournment or postponement thereof. | | | | | | | | | | | | Access Materials | | | | | | | www.ProxyVote.com or | | Your vote is important to us. Regardless of whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares in advance of the meeting. To ensure that all of our shareholders are afforded the same rights and opportunities to participate, the 2026 MAA Annual Meeting of Shareholders will be held as a virtual meeting via the internet. Shareholders will be able to view the shareholder list, ask questions related to the items of business being considered and vote during the meeting through the virtual meeting platform. By Order of the Board of Directors, Leslie B.C. Wolfgang Board Secretary April 6, 2026 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 19, 2026 The following materials are available at http://materials.ProxyVote.com/59522J ● Notice of the Annual Meeting of Shareholders to be held on May 19, 2026 ● 2026 Proxy Statement ● Annual Report to Shareholders for fiscal year ended December 31, 2025 A Notice Regarding the Internet Availability of Proxy Materials or the proxy statement, form of proxy and accompanying materials are first being sent to shareholders on or about April 6, 2026. | | | | | Call 800-579-1639 | | | | | | | You will need your | | | | | | | 16-digit Control Number | | | | | | | Additional information | | | | | | | and Guest instructions | | | | | | | can be found in the | | | | | | | Proxy Statement. | | | | | | HOW TO VOTE | | | | | | | Early Vote Online | Vote During the Meeting | | | | | | www.ProxyVote.com | To vote during the meeting use your 16-digit Control Number to log into www.virtualshareholdermeeting.com/MAA2026. | | | | | | Log in with your 16-digit Control Number | | | | | | | Early Vote by Phone | | | | | | | 800-690-6903 | | | | | | | You will need your 16-digit Control Number | | | | | | | | Beneficial Owners | | | | | | | Not all Beneficial Owners will be able to utilize one of these voting methods. If your Control Number is not recognized, please refer to the instructions provided to you by your bank or broker. | | | | | | Early Vote by Mail | | | | | | | Sign, date and follow the instructions on your Proxy Card or Voter Instruction Form to submit your vote by mail. | | | | | | | QR Code | | | | | | | Scan the QR code on your Proxy Card or Voter Instruction Form | |
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| 2026 PROXY STATEMENT | 4 | | | |
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NEW AND NOTABLE
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| Under our mandatory age limitation policy that supports director refreshment, Claude B. Nielsen and Gary S. Shorb are not eligible to be nominated for election by shareholders at the Annual Meeting. As such, you will not find them in our list of director nominees. | Should he be elected by shareholders at the Annual Meeting, David P. Stockert will serve as the Chairman of the Nominating and Corporate Governance Committee. | Should all of the director nominees be elected by shareholders, the size of the Board will decrease to nine as we continue to proactively execute our long-term director succession plan to replace skills, experience and expertise of retiring directors, add new capabilities and contributions to meet evolving and expected future business needs, and expand the diversity of the Board to establish a breadth of perspectives, while managing the size, cost and efficiency of Board operations. | Due to the planned succession on April 1, 2025, H. Eric Bolton, Jr., who currently serves as Executive Chairman, will be identified as the “Former CEO or Executive Chairman” and Brad Hill will be identified as the “CEO or CEO and President” throughout this Proxy Statement. |
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ADDITIONAL INFORMATION AND RESOURCES Information in this Proxy Statement focuses on the business to be brought before the 2026 Annual Meeting of Shareholders. As a result, it may not include all information of interest to each of our shareholders or other interested parties. Below, we have listed resources that provide expanded discussions on several topics that may be of interest. Please note that any websites, materials or documents listed below (or throughout this Proxy Statement) are not incorporated by reference in this Proxy Statement.
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| CYBERSECURITY Discussions on Board and Audit Committee oversight of our cybersecurity platform can be found in this Proxy Statement on pages 14 and 17. For additional information and discussion regarding our cybersecurity risk management program and cybersecurity risks, we encourage you to read Item 1C. Cybersecurity and Item 1A. Risk Factors – “We rely on information technology systems in our operations, and any breach or security failure of those systems could materially adversely affect our business, financial condition, results of operations and reputation” in our Annual Report on Form 10-K filed with the SEC on February 6, 2026. https://www.sec.gov | BYLAWS AND CHARTER For copies of our Bylaws and Charter, visit the SEC website. https://www.sec.gov Bylaws: Exhibit 3.1 to the Current Report on Form 8-K that was filed on December 13, 2023 Charter: Exhibit 3.1 to the Annual Report on Form 10-K which was filed on February 24, 2017 | | | OTHER GOVERNANCE DOCUMENTS For copies of MAA’s corporate governance documents, visit our investor relations website. ir.maac.com/overview/corporate-governance Corporate Governance Guidelines Code of Conduct Whistleblower Policy Communications with the Board Committee Charters Audit Committee Compensation Committee Nominating and Corporate Governance Committee Real Estate Investment Committee | | HUMAN CAPITAL You can find additional disclosures related to our human capital in the Item 1. Business section of our Annual Report on Form 10-K filed with the SEC on February 6, 2026. https://www.sec.gov In addition, our Human Rights Statement can be viewed on our website. ir.maac.com/overview/Sustainability | | | CORPORATE RESPONSIBILITY Because our corporate responsibility initiatives impact all areas of our Company, you will not find a dedicated corporate responsibility section in this Proxy Statement. Rather, to assist shareholders in evaluating the matters being presented for approval at the Annual Meeting, the Proxy Statement primarily incorporates corporate responsibility concepts that are directly related to the meeting proposals. For a better understanding of our entire corporate responsibility program, we encourage you to read the documents referenced below that provide enhanced discussions and more detailed information regarding our progress and commitments towards our people empowerment, portfolio resiliency, and stakeholder engagement objectives. They are available on our website. ir.maac.com/overview/Sustainability Corporate Sustainability Reports Policy on Political Contributions Vendor Code of Conduct Human Rights Statement | | | | COMMUNICATIONS WITH THE BOARD OF DIRECTORS You can use the address below to contact the Board. Please indicate the appropriate recipient. Board of Directors Audit Committee Compensation Committee Nominating and Corporate Governance Committee Real Estate Investment Committee Independent Directors Non-Management Directors MAA ATTN: [Board or Group Name] c/o Board Secretary 6815 Poplar Ave., Ste. 500 Germantown, TN 38138 |
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| 2026 PROXY STATEMENT | 5 | | | |
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| PROXY HIGHLIGHTS | proposal 1: ELECTION OF DIRECTORS |
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Below are summary details of the director nominees being presented to shareholders for approval at the Annual Meeting. Pages 26-27 have expanded schedules including key knowledge and experience of each director nominee. You can find additional details on each director nominee on pages 28-36. In alignment with the Board’s proactive long-term succession plans, the size of the Board will decrease to nine members. The Board of Directors recommends a vote FOR the Election of Directors.
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| DIRECTOR NOMINEES | AGE | GENDER | RACE | TENURE | OTHER PUBLIC BOARDS | POSITION | COMMITTEES (Pending Election) | | | | | | | | | | | | A | C | NCG | REI | | H. Eric Bolton, Jr. Chairman MANAGEMENT | 69 | M | W | 1997 | 2 | Executive Chairman (Former CEO) of MAA | | | | CHAIR | | Deborah H. Caplan INDEPENDENT | 63 | F | W | 2023 | 2 | Former EVP, Human Resources and Corporate Services of NextEra Energy, Inc. | | CHAIR | ✓ | | | John P. Case INDEPENDENT | 62 | M | W | 2023 | 1 | Former CEO, President and CIO of Realty Income Corp. | | ✓ | | ✓ | | Tamara Fischer INDEPENDENT Financial Expert | 70 | F | W | 2023 | 2 | Executive Chairman of National Storage Affiliates Trust | ✓ | | | ✓ | | Alan B. Graf, Jr. LEAD INDEPENDENT Financial Expert | 72 | M | W | 2002 | None | Former EVP and CFO of FedEx Corporation | CHAIR | | | | | Brad Hill MANAGEMENT | 50 | M | W | 2025 | None | CEO and President of MAA | | | | ✓ | | Edith Kelly-Green INDEPENDENT Financial Expert | 73 | F | AA | 2020 | None | Founding Partner of JKG Properties LLC and The KGR Group Past VP and Chief Sourcing Officer of FedEx Express | ✓ | | ✓ | | | Sheila K. McGrath INDEPENDENT | 61 | F | W | 2024 | 3 | Former Senior Managing Director of Evercore ISI | | ✓ | | ✓ | | David P. Stockert INDEPENDENT | 64 | M | W | 2016 | 1 | Former CEO and President of Post Properties, Inc. | | | CHAIR | ✓ |
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AA = African American, W = White A = Audit, C = Compensation, NCG = Nominating and Corporate Governance, REI = Real Estate Investment Age is as of May 19, 2026, the meeting date for the Annual Meeting. AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS The Board considers diversity of its membership to be a key component of long-term success and the Nominating and Corporate Governance Committee has identified diversity in the following criteria, as well as diversity in experience and expertise, among other items, to be important criteria for potential director candidates in order to proactively provide diverse representation within its membership, reflective of our investors, associates and residents. Additional details and more information regarding the election of directors can be found in PROPOSAL 1: ELECTION OF DIRECTORS that starts on page 9 of this Proxy Statement.
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| PROXY HIGHLIGHTS | PROPOSAL 2: EXECUTIVE OFFICER COMPENSATION |
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Below are summary details of 2025 target and earned compensation presented to shareholders for approval at the Annual Meeting. The Compensation Discussion and Analysis section of the Proxy Statement can be found on pages 41-56. The Board of Directors recommends a vote FOR Executive Officer Compensation. 2025 TARGET COMPENSATION
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| (1) Values for current and former CEOs reflect blended target values for their respective roles before and after the leadership transition effective April 1, 2025. |
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ACTUAL INCENTIVE PLAN METRIC PERFORMANCE The charts below compare the actual performance results for metrics with performance periods ending on December 31, 2025, against the performance ranges within their respective plans, as calculated per the plans. Potential payouts are subject to maximum award funding caps per the respective incentive plan, with no payouts for performance below designated threshold levels. Reconciliations of Net income available for MAA common shareholders to Core FFO per Share, SS NOI and FAD are set forth in the Non-GAAP Financial Measures section on pages 82-83.
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| 2025 AIP CORE FFO PER SHARE | | | | 2025 LTIP FAD (in millions) | | | | | Performance Range | | | | Performance Period | | | | | Threshold | Actual | Target | Maximum | Threshold | Target | Actual | Maximum | | $8.61 | $8.74 | $8.77 | $8.93 | $666.50 | $685.71 | $696.08 | $704.91 | | Performance range equals initial 2025 guidance. | | | | Performance range equals FAD underlying initial 2025 guidance. | | | |
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| 2025 AIP SS NOI GROWTH | | | | 2023 LTIP ANNUALIZED 3-YR TSR | | | | | Performance Range | | | | | Performance Period | | | | Threshold | Actual | Target | Maximum | Actual | Threshold | Target | Maximum | | -2.15% | -1.36% | -1.15% | -0.15% | -1.47% | 0.07% | 4.07% | 8.07% | | Performance range equals initial 2025 guidance. | | | | Target based on the Dow Jones U.S. Real Estate Apartments Index. | | | |
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DIRECT COMPENSATION REALIZED IN 2025
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| | | | | | | | | TOTAL | TOTALS AS AWARDED | | | | 2025 | 2025 AIP | | | | | 2023 LTIP | DIRECT | | SHARES OF | | | SALARY | CORE FFO | SS NOI | FUNCTIONAL | 2025 LTIP (1) | | 3-YR TSR | COMPENSATION | | RESTRICTED | | | RECEIVED | PER SHARE | GROWTH | GOALS | SERVICE | FAD | (2) | REALIZED (3) | CASH | STOCK | | Bolton, Former CEO | $884,988 | $709,995 | $232,012 | N/A | $735,528 | $1,699,008 | $- | $4,261,531 | $1,826,995 | 17,526 | | Hill, CEO | $712,019 | $579,075 | $283,880 | $320,945 | $655,933 | $1,515,091 | $- | $4,066,943 | $1,895,919 | 15,629 | | Holder, CFO | $519,215 | $281,986 | $138,220 | $145,244 | $219,061 | $506,049 | $- | $1,809,775 | $1,084,665 | 5,220 | | DelPriore, CAO and GC | $599,499 | $335,440 | $164,433 | $190,286 | $306,297 | $707,469 | $- | $2,303,424 | $1,289,658 | 7,298 | | Argo, CSAO | $469,783 | $234,720 | $115,056 | $110,224 | $158,496 | $366,306 | $- | $1,454,585 | $929,783 | 3,778 | | Fairbanks, Property Management | $418,702 | $189,907 | $93,084 | $88,553 | $117,101 | $270,458 | $- | $1,177,805 | $790,246 | 2,790 |
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| (1) Represents shares of restricted stock granted or earned in 2025, valued at the closing stock price of $138.91 on December 31, 2025. |
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| (2) No awards were earned. |
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| (3) Total direct compensation realized includes salary received during 2025, annual bonuses earned under the 2025 AIP, value of awards earned under the 2025 LTIP for the service shares and FAD metric (for which the performance period ended on December 31, 2025) based on the closing stock price on December 31, 2025 of $138.91, and value of awards earned under the 2023 LTIP for the 3-Year TSR metric (for which the performance period ended on December 31, 2025) based on the closing stock price on December 31, 2025 of $138.91. |
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Additional detail and more information regarding executive compensation can be found in PROPOSAL 2: EXECUTIVE COMPENSATION starting on page 39.
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| 2026 PROXY STATEMENT | 7 | | | |
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| PROXY HIGHLIGHTS | PROPOSAL 3: RATIFY ERNST & YOUNG LLP |
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A representative of Ernst & Young LLP will attend the Annual Meeting to make a statement if they so desire and to answer any appropriate questions presented by shareholders. The Board of Directors recommends a vote FOR Ernst & Young LLP to serve as MAA’s Independent Registered Public Accounting firm for 2026. PRACTICES RELATED TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDIT COMMITTEE PRACTICES
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| ✓ | Sole authority to appoint or replace the independent registered public accounting firm |
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| ✓ | Pre-approves all auditing services |
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| ✓ | Pre-approves all permitted non-audit services |
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| ✓ | Annual evaluation of independent registered public accounting firm’s performance |
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| ✓ | Routine separate executive sessions with representatives of the independent registered public accounting firm as well as with management and the Director of Internal Audit |
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| ✓ | Maintains an anonymous whistleblower platform |
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| ✓ | Ensures the rotation of the lead audit partner and audit engagement team members of the independent registered public accounting firm |
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| ✓ | All members of the Audit Committee are independent |
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| ✓ | Consists of three Audit Committee members who qualify as financial experts |
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MAA PRACTICES
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| ✓ | Will not hire an individual who is concurrently an employee of the independent registered public accounting firm |
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| ✓ | Will not hire an individual in an accounting or financial reporting oversight role if in a position to influence our independent registered public accounting firm’s operations or policies |
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| ✓ | CFO or Principal Accounting Officer must approve the hiring of individuals who previously served on our independent registered public accounting firm’s audit engagement team |
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| ✓ | Cooling off period required for individuals who previously served on our independent registered public accounting firm’s audit engagement team to serve in an accounting or financial reporting oversight role |
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| ✓ | Disclose all individuals hired who previously served on our independent registered public accounting firm’s audit engagement team to the Audit Committee |
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AUDIT AND NON-AUDIT FEES
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| | 2025 | 2024 | | Audit Fees | $2,137,195 | $2,314,925 | | Audit-Related Fees | - | - | | Tax Fees | 339,603 | 534,863 | | All Other Fees | - | - | | Total Fees | $2,476,798 | $2,849,788 |
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The Audit Committee has pre-approved all audit and non-audit services provided by our independent registered public accounting firm since 2002 and has determined that the nature and level of non-audit-related services that Ernst & Young LLP provides us is compatible with maintaining the independence of Ernst & Young LLP. See page 72 for more information regarding audit and non-audit fees. Additional detail and more information regarding the ratification of Ernst & Young LLP to serve as MAA’s independent registered accounting firm can be found on pages 71-74.
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| 2026 PROXY STATEMENT | 8 | | | |
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| PROPOSAL 1: ELECTION OF DIRECTORS | | | | | | The Board recommends you vote “FOR” each Director Nominee | | | | | MATTER TO BE VOTED Election of the nine Director Nominees named herein to serve until the 2027 Annual Meeting of Shareholders, and until their successors have been duly elected and qualified. Our Board proposes that the following Director Nominees be elected for a term of one year. | | | | | H. Eric Bolton, Jr. Deborah H. Caplan John P. Case | Tamara Fischer Alan B. Graf, Jr. Brad Hill | Edith Kelly-Green Sheila K. McGrath David P. Stockert | | | VOTE REQUIRED Each Director Nominee will be elected if there is a quorum at the Annual Meeting, either in person virtually or by proxy, and the votes cast “FOR” each Director Nominee exceed the votes cast “AGAINST” each Director Nominee. We have no reason to believe that any of the Director Nominees will not agree or be available to serve as a Director, if elected. However, should any Director Nominee become unable or unwilling to serve, the proxies may be voted for a substitute director nominee or to allow the vacancy to remain open until filled by our Board. | | | | | IMPACT OF ABSTENTIONS: Abstentions will have no legal effect on whether each Director Nominee is approved. IMPACT OF BROKER NON-VOTES: Broker non-votes will have no legal effect on whether each Director Nominee is approved. | | |
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We believe that the slate of Director Nominees presented for election at the Annual Meeting possesses the range and depth of expertise and experience required to successfully perform the Board’s roles and responsibilities. The Director Nominees also reflect execution of our proactive long-term succession plans to address director retirements, dynamic Company needs and board refreshment. To assist you with your consideration of the Director Nominees, the following pages provide discussions detailing the Board’s role and responsibilities, structure and composition, governance practices, process for identifying and selecting director nominees, director compensation and detailed qualification discussions for each Director Nominee presented for approval. THE BOARD’S ROLES AND RESPONSIBILITIES The Board is elected by shareholders to represent shareholder interests in the long-term success of MAA. Except for matters voted upon by shareholders, the Board acts as the ultimate decision maker of MAA. While management is responsible for the daily operations of MAA, the Board operates in an oversight capacity. KEY BOARD RESPONSIBILITIES STRATEGY Strategic planning and oversight of management’s execution of MAA’s strategic vision is one of the primary areas of responsibility of the Board. Our short and long-term strategic plans encompass all aspects of our operations including market and portfolio investments, technology and cybersecurity investments, customer experience, human capital recruitment, retention and development, capital market access and balance sheet strength, financial statement integrity and performance expectations, environmental and community responsibilities, enterprise risk management and our dividend policy, as well as many other areas. To execute this oversight responsibility, the Board annually meets with management to discuss planned changes from previous strategies, market and economic projections, peer performance benchmarking data, industry and regulatory trends, areas of focus for each functional area, expected financial statement and shareholder investment impacts, resource requirements, human capital needs and development as well as execution risks, among other topics. The result of this analysis is the setting of our annual and long-term strategy that includes stress test scenarios and becomes the basis for our annual guidance to the market. The Board delegates oversight responsibility for the execution of certain aspects of our strategy to its committees to allow for more in-depth evaluation and oversight by those Directors with expertise and knowledge specifically related to the area, including mitigation of associated risks. The committees update the Board on their respective areas of oversight at each Board meeting.
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| 2026 PROXY STATEMENT | 9 | | | |
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The Compensation Committee incorporates both short and long-term aspects of the strategy in compensation packages for our NEOs to encourage thoughtful execution of the strategy by the leadership team. The Audit Committee considers financial risks associated with strategic plans, cybersecurity and technology needs, as well as other aspects. The Nominating and Corporate Governance Committee considers developing plans and expertise needs as it executes our director succession plans and determines director nominees for shareholder approval. Throughout the year, the Board and its committees receive updates from management and actively engage in further discussions regarding execution of the strategy, variables impacting results and potential changes to the strategic plan. These updates, at minimum, take the form of monthly reports from the CEO that include financial statement results, quarterly functional reports from management on developments in key areas, quarterly in-person updates to the Board by each committee on their areas of responsibility, and quarterly in-person discussions with executive management and the CEO during Board meetings. The Board and its committees also hold additional meetings, as required, to perform their respective duties. From time to time, the Board will also invite third-party experts to meet with the Board or its committees or review third-party reports discussing developing trends and their views on MAA’s efforts on various topics, including, markets, sector and industry trends, cybersecurity, balance sheet opportunities, and executive compensation, among other topics. This not only provides the Board with viewpoints beyond management’s, but also serves to add additional expertise and experience to Board discussions. The Board generally holds one of its quarterly meetings in a different MAA market each year allowing the Board to visit several properties representing different aspects of MAA’s strategy. The Board believes these on-site visits offer additional insight into MAA’s markets, operations, resident base, human capital management, technology usage and allocation of capital investments, providing better insight and oversight of the Company’s strategies. RISK OVERSIGHT While management is responsible for the day-to-day management of our risk exposures, both the Board as a whole and its respective committees serve active roles in overseeing the management of our risks. Our Board or its committees regularly review, with members of our executive and senior management teams, as well as outside advisors, information regarding our strategy and key areas of the Company including operations, transaction and development investments, finance and accounting, information technology and cybersecurity efforts, various aspects of human capital management, legal and regulatory requirements, environmental and community engagement, as well as the risks associated with each. In addition, the Board periodically reviews the results of our enterprise-wide risk management efforts and receives legal and operational updates from executive management at quarterly meetings and on a more frequent ad hoc basis, if necessary. Senior management as well as outside advisors, from time to time, also periodically meet with the Board or committees to provide educational and best practice information related to oversight of various areas of risk or make representations associated with their respective risk oversight responsibilities. A summary list of the key areas of oversight responsibilities handled by each committee follows. AUDIT COMMITTEE
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| ✓ | Accounting practices and policies |
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| ✓ | Internal controls over financial reporting |
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| ✓ | Tax, including REIT compliance |
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| ✓ | Fraud assessments |
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| ✓ | Financial policies |
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| ✓ | Internal and external audits |
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| ✓ | Cybersecurity and data privacy |
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| ✓ | Ethics and compliance programs |
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| ✓ | Related party transactions |
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| ✓ | Whistleblower submissions and investigations |
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| ✓ | Independence of independent registered public accounting firm |
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| ✓ | Corporate responsibility controls and disclosures |
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COMPENSATION COMMITTEE
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| ✓ | Executive compensation |
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| ✓ | Non-employee Director compensation |
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AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
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| 2026 PROXY STATEMENT | 26 |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| | | | | | KEY KNOWLEDGE AND EXPERIENCE | | | | | | | | | | ADDITIONAL CONTRIBUTIONS | | | MAA COMMITTEE SERVICE (If all nominees are elected) | | | | Real Estate Industry – Investment | Real Estate Industry – Development/ Construction | Strategic Planning and Oversight | Risk Management/ Oversight | Cybersecurity | Public Company Platform | Capital Markets | Financial Literacy | Large Organization Leadership and Human Capital Development | Corporate Governance | | | DIRECTOR NOMINEE | AUDIT | COMPENSATION | NOMINATING AND CORPORATE GOVERNANCE | REAL ESTATE INVESTMENT | | | | | | | | | | | | | H. Eric Bolton, Jr. | | | | CHAIR | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | Page 28 | | Deborah H. Caplan | | CHAIR | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | Page 29 | | John P. Case | | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | Page 30 | | Tamara Fischer | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | Page 31 | | Alan B. Graf, Jr. | CHAIR | | | | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | Page 32 | | Brad Hill | | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | Page 33 | | Edith Kelly-Green | ✓ | | ✓ | | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | Page 34 | | Sheila K. McGrath | | ✓ | | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | | Page 35 | | David P. Stockert | | | CHAIR | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | Page 36 |
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| 2026 PROXY STATEMENT | 27 |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
INDIVIDUAL DIRECTOR NOMINEE DETAILS The following pages provide Individual information on each Director Nominee being presented for approval by shareholders at the 2026 Annual Meeting. Each writeup includes work history experience, the key knowledge and experience factors the Director Nominee can contribute to the Board as a whole, additional contributions the Director Nominee brings to the Board, the factors our Nominating and Corporate Governance Committee and Board considered in determining if the Director Nominee was qualified to serve on the Board and certain Board committees, along with current Board leadership positions and service on other public boards. Director Nominee ages reflect the age of the individual on the date of the 2025 Annual Meeting May 19, 2026.
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| H. ERIC BOLTON, JR. Executive Chairman, MAA Director Since: February 1997 Age as of the Annual Meeting: 69 Not Independent - Management | | | | KEY KNOWLEDGE AND EXPERIENCE | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Real Estate Industry – Development/Construction ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Cybersecurity ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy ✓ Large Organization Leadership and Human Capital Development ✓ Corporate Governance | ✓ Other Real Estate Industry – Multifamily Sector, Industry Association Service, Multifamily Operations, MAA Market Expertise ✓ MAA Market Experience ✓ Public Board Audit Committee Service ✓ REIT Structure ✓ Business Continuity and Crisis Management ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance | ✓ Essential Services Industry ✓ Data Privacy, Cybersecurity Digital Marketing ✓ Enhanced Branding ✓ Change and Growth Management ✓ Civic Development, Community Service, Non-Profit Leadership and Oversight ✓ Succession Planning | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Chairman of the Board ✓ Chairman of the Real Estate Investment Committee | 2025-Present: Ryman Hospitality Properties, Inc. 2013-Present: EastGroup Properties, Inc. | None | | WORK HISTORY Mr. Bolton joined MAA in 1994 as VP of Development, was named COO in February 1996 and was subsequently promoted to President in December 1996. Mr. Bolton served as our CEO from October 2001 until March 31, 2025, at which time he transitioned to Executive Chairman. He has served as Chairman of the Board since September 2002. Prior to joining MAA, Mr. Bolton served as EVP and CFO of Trammell Crow Realty Advisors, for which he worked for more than five years. Prior to that, Mr. Bolton worked in the commercial banking industry for seven years. | | |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Mr. Bolton brings extensive multifamily real estate experience to the Board. His career in real estate has encompassed all aspects of the industry from investment, new development, acquisitions and dispositions, property repositioning and property operations, uniquely qualifying him to serve as the chairman of the Real Estate Investment Committee. Mr. Bolton is also extensively familiar with our strategy and history, and was a key player in the success of our CEO succession plan culminated in 2025. Mr. Bolton has served on the Executive Committee of the National MultiFamily Housing Council as well as the Advisory Board of Governors of NAREIT and currently serves as the Chairman of the Compensation Committee of EastGroup Properties, Inc., a mid-cap industrial REIT, having previously served as both Lead Director and a member of the Audit Committee. In 2025, Mr. Bolton joined the board of Ryman Hospitality Properties, Inc., and is serving as a member of its Audit Committee and Risk Committee. This service and his career experience, along with Mr. Bolton’s certifications as a Certified Public Accountant (inactive) and Associate of Risk Management, allows Mr. Bolton to contribute strong risk mitigation and oversight capabilities to our Board. In addition, Mr. Bolton offers long-term real estate market cycle acumen garnered over his 36-year career in real estate, during which he successfully led MAA through the Great Recession (2007–2009) without discontinuing or reducing dividends to shareholders. Mr. Bolton also brings strong guidance to our corporate responsibility program, previously serving on the boards of the Memphis Botanical Garden and the Memphis Shelby Crime Commission, as well as being a past Partner Advisor to the Mid-South Minority Business Council.
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| 2026 PROXY STATEMENT | 28 |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| DEBORAH H. CAPLAN Past EVP, Human Resources and Corporate Services, NextEra Energy, Inc. Director Since: March 2023 Age as of the Annual Meeting: 63 Independent | | | | KEY KNOWLEDGE AND EXPERIENCE | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Cybersecurity ✓ Public Company Platform ✓ Large Organization Leadership and Human Capital Development ✓ Corporate Governance | ✓ MAA Market Experience ✓ Public Board Compensation Committee and Environmental, Health and Safety Committee Service ✓ Business Continuity and Crisis Management ✓ Regulatory Compliance | ✓ Essential Services Industry Change and Growth Management ✓ Civic Development, Community Service, Non-Profit Leadership and Oversight ✓ Environmental Innovation ✓ Legislative and Political Acumen | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Compensation Committee ✓ Nominating and Corporate Governance Committee | 2024-Present: Arthur J. Gallagher & Co. 2024-Present: Valmont Industries Inc. | 2019-2022: Terminix Global Holdings | | WORK HISTORY Ms. Caplan served as EVP, Human Resources and Corporate Services for NextEra Energy, Inc. from 2013 until her retirement on April 1, 2024, previously serving as VP and COO for Florida Power & Light Company, a subsidiary of NextEra Energy, Inc. from 2011 to 2013 after serving as VP of Integrated Supply Chain. Prior to joining NextEra Energy, Inc., Ms. Caplan served as the SVP of Global Operations for Vendor Financial Services for GE Capital at General Electric Company, previously serving in various leadership roles for GE Aircraft Engines in manufacturing and new product development. | | |
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Ms. Caplan’s experience with strategy and crisis management in not only a public company, but in a highly regulated industry offers valuable expertise to our Board. Her business operations and project management expertise, certification as a Six Sigma Master Black Belt and change and growth experience also provide important guidance as MAA continues to evolve to meet ever-changing customer expectations. The combination of Ms. Caplan’s workforce initiative experience, including recruiting, learning and development, health and well-being, diversity and inclusion and recognition, with her current and past experiences serving as the Chairperson or member of the Compensation Committee for other public boards, the International Women’s Forum, and as a Fellow of the National Academy of Human Resources, as well as her prior service on the HR Policy Association makes her uniquely qualified to serve as the chairperson of our Compensation Committee. In addition, Ms. Caplan’s responsibilities over corporate real estate at NextEra Energy, Inc. for over 10 years in markets that overlap our portfolio footprint, adds to our market analysis and transaction discussions. Ms. Caplan’s former leadership at a leading clean energy company, along with her service on various boards and advisory committees, including previous service on the National Petroleum Council, an oil and natural gas advisory committee to the U.S. Secretary of Energy, in addition to her culture and human capital expertise adds knowledgeable guidance to our corporate responsibility strategy.
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| 2026 PROXY STATEMENT | 29 |
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| JOHN P. CASE Former CEO, President and CIO Realty Income Corporation Director Since: May 2023 Age as of the Annual Meeting: 62 Independent | | | | | KEY KNOWLEDGE AND EXPERIENCE | | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Cybersecurity ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy ✓ Large Organization Leadership and Human Capital Development ✓ Corporate Governance | | ✓ Other Real Estate Industry – Commercial Sector ✓ MAA Market Expertise ✓ Public Board Compensation and Human Capital Committee ✓ REIT Structure ✓ Business Continuity and Crisis Management ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance ✓ Change and Growth Management | | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Compensation Committee ✓ Real Estate Investment Committee | 2023-Present: EPR Properties | | 2018-2022: Duke Realty Corporation | | WORK HISTORY Mr. Case served as Chairman and Principal of Bunker Hill Group from 2019 through 2024. Previously, Mr. Case served as Partner and Senior Advisor of Ares Management Corporation from 2021 until 2023 and as the CEO and member of the board of directors of Realty Income Corporation from 2013 to 2018, after serving as the President in 2013, and EVP, Chief Investment Officer from 2010 to 2013. Prior to joining Realty Income Corporation, Mr. Case worked as a real estate investment banker at various banks including Merrill Lynch, UBS and RBC Capital Markets from 1991-2010. | | | |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Mr. Case’s experience as a CEO of a public REIT, current member of the board of directors of EPR Properties, including his service on its Audit and Compensation Committees, and former directorships of two other public REITs combined with his capital market and investor relations acumen, make him a valuable member of the Board, providing a keen insight and understanding of our organization, including our structure as a public REIT, the regulatory environment of our industry, risk oversight expertise, and management of geographically-dispersed human capital. This experience also provides him with a keen understanding of REIT and real estate industry compensation packages, making him a qualified member of the Compensation Committee. Mr. Case also brings MAA market knowledge, helpful during acquisition and disposition decisions and overall portfolio strategy discussions. In addition, Mr. Case’s expertise in the commercial sector of our industry, provides valuable guidance to our commercial endeavors, which enhance the experience of our multifamily residents. Furthermore, his experience serving as the CIO and Chairman of the Investment Committee for Realty Income Corporation, and previous service as an Associate on the NAREIT Board of Governors, member of the board of directors of the National Multifamily Housing Council and member of the Urban Land Institute provides valuable expertise to serve on our Real Estate Investment Committee.
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| 2026 PROXY STATEMENT | 30 |
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| TAMARA FISCHER Executive Chairperson, National Storage Affiliates Trust Director Since: May 2023 Age as of the Annual Meeting: 70 Independent | | | | | KEY KNOWLEDGE AND EXPERIENCE | | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Real Estate Industry – Development/Construction ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Cybersecurity ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy ✓ Large Organization Leadership and Human Capital Development ✓ Corporate Governance | | ✓ Other Real Estate Industry – Self-Storage Sector ✓ MAA Market Experience ✓ Public Board Audit Committee Service ✓ REIT Structure ✓ Business Continuity and Crisis Management ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance ✓ Change and Growth Management | | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Audit Committee ✓ Real Estate Investment Committee ✓ Financial Expert | 2023-Present: JLL Income Property Trust, Inc. 2020-Present: National Storage Affiliates Trust | | 2020-2022: Duke Realty Corporation | | WORK HISTORY Ms. Fischer currently serves as the Executive Chairperson of National Storage Affiliates Trust, having previously served as the President and CEO from 2020 until April 1, 2023. Ms. Fischer previously served as President and CFO from 2018 to 2019, after serving as EVP and CFO from 2013 to 2018. Prior to joining National Storage Affiliates Trust, Ms. Fischer held various consulting positions from 2011 to 2012. Previously, Ms. Fischer served as EVP and CFO of Vintage Wine Trust, Inc. from 2004 to 2008 and then as a consultant to Vintage Wine Trust, Inc. from 2009 to 2010. Ms. Fischer also served as EVP and CFO for Chateau Communities, Inc. from 1993 to 2003 and held various positions with Coopers & Lybrand (now PricewaterhouseCoopers) from 1984 to 1992. | | | |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Ms. Fischer’s experience as an Executive Chairperson and CEO of a public REIT, along with her previous service as the chairperson of the National Self Storage Association and as a member of the Executive Board of Governors of NAREIT, makes her a valuable addition to the Board, providing extensive knowledge of our industry, and a keen insight and understanding of our structure as a public REIT, the regulatory environment of our industry, risk oversight expertise, and management of geographically-dispersed human capital. The Board has also determined that Ms. Fischer qualifies as a Financial Expert, which along with her past experience serving on the Audit Committee of another public REIT, makes her well qualified to serve on the Audit Committee. In addition, Ms. Fischer’s real estate knowledge acquired through serving as the Executive Chairperson and prior CEO of National Storage Affiliates Trust, and mergers and acquisitions expertise, combined with her risk oversight and accounting acumen, provides extensive analysis capabilities that make her a valuable member to the Real Estate Investment Committee.
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| 2026 PROXY STATEMENT | 31 |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| ALAN B. GRAF, JR. Past EVP and CFO, FedEx Corporation Director Since: June 2002 Age as of the Annual Meeting: 72 Independent | | | | KEY KNOWLEDGE AND EXPERIENCE | ADDITIONAL CONTRIBUTIONS | | | ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Cybersecurity ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy ✓ Large Organization Leadership and Human Capital Development ✓ Corporate Governance | ✓ Public Board Audit Committee Chairman Service ✓ REIT Structure ✓ Business Continuity and Crisis Management ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance ✓ Enhanced branding ✓ Change and Growth Management ✓ Civic Development, Community Service, Non-Profit Leadership and Oversight ✓ Environmental Innovation ✓ Legislative and Political Acumen | | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Lead Independent Director ✓ Chairman of the Audit Committee ✓ Financial Expert | None | 2002-2024: Nike, Inc. | | WORK HISTORY Mr. Graf served as the EVP and CFO and as a member of the Executive Committee of FedEx Corporation from 1998 until his planned retirement in September 2020, continuing to serve as EVP and Senior Advisor through December 2020. Mr. Graf joined FedEx in 1980 as a senior financial analyst and held various management positions throughout the Finance division until serving as EVP and CFO of FedEx Express, FedEx’s predecessor, from 1991 to 1998. | | |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
As a result of his 41-year career at FedEx, a large multinational company, including 30 years as an executive, Mr. Graf brings experienced insight in strategic vision and investments, navigation of growth, pursuit of technological and procedural innovations and organization management and development. In addition, Mr. Graf’s responsibilities for all aspects of FedEx’s global financial functions, including financial planning, treasury, tax, accounting and controls, internal audit and investor relations, along with his prior service as the chairman of the Audit Committee on the board of Nike, Inc., a multinational global brand and public company, offers extensive expertise to the oversight of our financial controls, audit activities, cybersecurity and risk mitigation as the Chairman of our Audit Committee. Mr. Graf currently serves on the board of Indiana University Foundation and has been recognized for his positive impact on public education. Mr. Graf has also made an impact on the medical community in the Memphis area through his prior chairmanship of the board of Methodist Le Bonheur Healthcare and his ongoing support of the FedExFamilyHouse, a home for out-of-town families of patients at Le Bonheur Children’s Hospital that was founded by Mr. Graf and his wife, providing him with unique understanding of our corporate charity, The Open Arms Foundation, which offers similar accommodations for individuals receiving long-term medical care at facilities located away from their homes.
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| 2026 PROXY STATEMENT | 32 |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| BRAD HILL CEO and President, MAA Director Since: May 2025 Age as of the Annual Meeting: 50 Not Independent: Management | | | | | KEY KNOWLEDGE AND EXPERIENCE | | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Real Estate Industry – Development/Construction ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Cybersecurity ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy ✓ Large Organization Leadership and Human Capital Development ✓ Corporate Governance | | ✓ Other Real Estate Industry – Multifamily Sector, Industry Association Service, Multifamily Operations ✓ MAA Market Experience ✓ REIT Structure ✓ Business Continuity and Crisis Management ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance | ✓ Essential Services Industry ✓ Data Privacy, Cybersecurity Digital Marketing ✓ Enhanced Branding ✓ Change and Growth Management ✓ Succession Planning | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FORMER PUBLIC DIRECTORSHIPS (5 years) | | None | None | | None | | WORK HISTORY Mr. Hill has served as CEO and President of MAA since April 1, 2025. Mr. Hill joined us in 2010 as VP and Director of New Development and assumed increasing levels of responsibility surrounding our multifamily transactions and capital recycling activities before being promoted to SVP and Director of Multifamily Investing in 2014, subsequently promoted to EVP and Director of Multifamily Investing in 2016. In 2021, Mr. Hill assumed responsibility for our lease-up operations as well as our development pipeline and was promoted to EVP and Chief Investment Officer in late 2021. On January 1, 2024, Mr. Hill was promoted to President and Chief Investment Officer, assuming responsibility for all property and information technology operations. Prior to joining MAA, Mr. Hill held senior positions with two real estate development companies. | | | |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Mr. Hill’s depth of real estate experience, especially within MAA’s markets, coupled with his service and leadership with industry associations offer invaluable input to our Real Estate Investment Committee discussions. In addition, his historical knowledge of MAA transactions, experience with acquisitions and mergers, MAA itself and insight into institutional investor concerns within and beyond the REIT investment communities (gained through our active investor outreach efforts), provide key information to Board strategy discussions. Also, as our CEO and President, we believe Mr. Hill is in the best position to communicate Board decisions and guidance to the Company and ensure those objectives are being met and that Company resources and incentive plans are in alignment with the board-set strategy.
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| 2026 PROXY STATEMENT | 33 |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| EDITH KELLY-GREEN Founding Partner, JKG Properties LLC and The KGR Group Former VP and Chief Sourcing Officer, FedEx Express Director Since: September 2020 Age as of the Annual Meeting: 73 Independent | | | | | KEY KNOWLEDGE AND EXPERIENCE | | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy ✓ Corporate Governance | | ✓ Other Real Estate Industry – Retail, Commercial and Single Family Sectors ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance ✓ Essential Services Industry ✓ Change and Growth Management ✓ Civic Development, Community Service, Non-Profit Leadership and Oversight | | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Audit Committee ✓ Nominating and Corporate Governance Committee ✓ Financial Expert | None | | 2019-2022: Sanderson Farms, Inc. | | WORK HISTORY Ms. Kelly-Green is a founding partner of JKG Properties LLC, a commercial real estate and single-family housing company formed in 2011, and The KGR Group, the owner of a large chain of restaurants formed in 2005. Ms. Kelly-Green retired from FedEx Express, a subsidiary of FedEx Corporation, as VP and Chief Sourcing Officer in 2003, having joined FedEx Corporation in 1977 as a senior accountant. Ms. Kelly-Green held various positions during her time with FedEx including as VP of Internal Audit from 1991 until 1993 and VP, Strategic Sourcing and Supply from 1993 until her appointment as VP and Chief Sourcing Officer. Prior to joining FedEx Corporation, Ms. Kelly-Green worked as a senior auditor for Deloitte from 1973 until 1977. | | | |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Ms. Kelly-Green’s certification as a Certified Public Accountant (inactive), background in auditing and accounting for a global public company, previous service on the Board of Directors of Paragon National Bank, Buckman, Inc., Applied Industrial Technologies, Inc., and Sanderson Farms, Inc., designation as a Financial Expert, and strategic and risk oversight experience gained through various entrepreneurial endeavors, make her a valuable member of our Audit Committee. In addition, Ms. Kelly-Green’s real estate experience also adds a non-multifamily real estate sector perspective to portfolio strategy discussions. Ms. Kelly-Green has been honored by several organizations for her extensive volunteerism and leadership with numerous civic and philanthropic organizations, including serving as the founding chair of The Ole Miss Women’s Council for Philanthropy at the University of Mississippi, as a founding board member of both the Women’s Foundation for a Greater Memphis and Philanthropic Black Women of Memphis, and for her endowed scholarships for females in accounting, to name a few. Ms. Kelly-Green’s commitment to providing opportunities to others coupled with her experiences as a minority professional in corporate organizations, including being one of the first African American women to pass the Certified Public Accountant’s exam in Tennessee to being the first minority female VP at FedEx Express, provide a unique and important perspective to the Board’s and Audit Committee’s oversight of our corporate responsibility program, particularly as to our approach to human capital and inclusion and diversity efforts. In addition, Ms. Kelly-Green’s former service as the chairman of the Corporate Governance Committees for Applied Industrial Technologies, Inc. and Sanderson Farms, Inc. brings outside industry perspectives that enhance discussions in our Nominating and Corporate Governance Committee.
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| 2026 PROXY STATEMENT | 34 |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
| SHEILA K. MCGRATH Former Senior Managing Director, Evercore ISI Director Since: September 2024 Age as of the Annual Meeting: 61 Independent | | | | | KEY KNOWLEDGE AND EXPERIENCE | | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy | | ✓ Other Real Estate Industry – Multifamily Sector, Industry Association Service, Commercial Sector ✓ MAA Market Experience ✓ Public Board Audit Committee Service ✓ REIT Structure ✓ Business Continuity and Crisis Management ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance | ✓ Essential Services Industry ✓ Data Privacy, Cybersecurity Digital Marketing ✓ Enhanced Branding ✓ Change and Growth Management ✓ Civic Development, Community Service, Non-Profit Leadership and Oversight ✓ Succession Planning | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Compensation Committee ✓ Real Estate Investment Committee | 2024-Present: New Mountain Net Lease Trust 2023-Present: Alexandria Real Estate Equities 2023-Present: Granite Point Mortgage Trust | | None | | WORK HISTORY Ms. McGrath served as Senior Managing Director at Evercore ISI covering U.S. equity REITs, real estate operating companies, and Mexican real estate investment vehicles from 2012 until 2022. Prior to joining Evercore, she served as Managing Director and Sector Head for REIT research at Keefe, Bruyette & Woods from 2007 until 2012. During that time, Ms. McGrath was a member of the firm's Research Review Committee and Leadership Committee. Between 1994 and 2007, Ms. McGrath was an equity research analyst covering REITs and real estate operating companies at several firms, including Smith Barney and UBS. She began her career in 1989 as a commercial real estate appraiser valuing commercial real estate properties across various sectors and conducting new development feasibility studies. | | | |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Ms. McGrath adds significant value to the Board as a result of her strong financial acumen and lengthy track record as a distinguished equity research analyst covering the REIT sector. Her experience from Nareit, an industry association, where she currently serves on the Advisory Board of Governors and the Real Estate Investment Advisory Council and previously served on the Best Financial Practices Council bring a depth of knowledge and public REIT history to Board strategy discussions in addition to her strong knowledge of MAA from her years as an analyst during which she covered MAA. Ms. McGrath also has public REIT board experience from her service on the Alexandria Real Estate Equities and Granit Point Mortgage boards, as well as service on the board of New Mountain Net Lease Trust, a non-traded REIT. These skills and experiences along with Ms. McGrath’s commercial valuation skills, investment vehicle acumen, service on a variety of industry organizations, including the International Council of Shopping Centers, the Urban Land Institute and the U.S. Green Building Council, as well as her extensive knowledge of the multifamily REIT sector add a valuable voice to our Real Estate Investment Committee. In addition, her experience with company valuation along with her knowledge of institutional investor viewpoints provides a unique perspective to our Compensation Committee discussions that we feel injects a shareholder viewpoint to compensation decisions.
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| 2026 PROXY STATEMENT | 35 |
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| DAVID P. STOCKERT Partner, Sweetwater Opportunity Funds Former CEO and President, Post Properties, Inc. Director Since: December 2016 Age as of the Annual Meeting: 64 Independent | | | | KEY KNOWLEDGE AND EXPERIENCE | ADDITIONAL CONTRIBUTIONS | | | ✓ Real Estate Industry – Investment ✓ Real Estate Industry – Development/Construction ✓ Strategic Planning and Oversight ✓ Risk Management/Oversight ✓ Cybersecurity ✓ Public Company Platform ✓ Capital Markets ✓ Financial Literacy ✓ Large Organization Leadership and Human Capital Development ✓ Corporate Governance | ✓ Other Real Estate Industry – Multifamily Sector, Industry Association Service, Multifamily Operations and MAA Market Expertise ✓ Public Board Lead Director Service and Governance Committee Service ✓ REIT Structure ✓ Business Continuity and Crisis Management ✓ Public Company Mergers and Acquisitions ✓ Regulatory Compliance ✓ Essential Services Industry ✓ Digital Marketing ✓ Change and Growth Management ✓ Civic Development, Community Service, Non-Profit Leadership and Oversight | | | CURRENT MAA BOARD SERVICE | OTHER CURRENT PUBLIC DIRECTORSHIPS | FORMER PUBLIC DIRECTORSHIPS (5 years) | | ✓ Nominating and Corporate Governance Committee ✓ Real Estate Investment Committee | 2026-Present: Rexford Industrial Realty, Inc. | 2017-2022: Duke Realty Corporation | | WORK HISTORY Mr. Stockert has served as one of three general partners in Sweetwater Opportunity Funds, a series of Atlanta-based private real estate investment funds, since 2019. Mr. Stockert served as CEO and President of Post Properties, Inc. from 2002 until its merger with MAA in December 2016, having previously served as President and COO from 2001 until 2002. Prior to joining Post Properties, Inc., Mr. Stockert served as EVP of Duke Realty Corporation, a public REIT focused on industrial real estate, from 1999 until 2000 and as SVP and CFO of Weeks Corporation from 1995 until it merged with Duke Realty Corporation in 1999. From 1990 until 1995, Mr. Stockert was an investment banker focused on real estate, and prior to 1990, was a Certified Public Accountant. Mr. Stockert has served since January 2026 as an independent director of Rexford Industrial Realty, Inc., a public REIT focused on industrial real estate. | | |
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As a result of his leadership of Post Properties, Inc., his prior service on the board of directors of the National Multifamily Housing Council and other industry associations as well as his experience as an independent director of other public REITs, Mr. Stockert provides a keen insight and understanding of our organization and industry including our structure, the regulatory environment of our industry, management of geographically-dispersed human capital, the demographics and expectations of our customer base, multifamily property operations, capital markets and investor relations. The overlap of the markets of the prior Post Properties, Inc. and MAA add to Mr. Stockert’s real estate investment and development expertise, making him a valuable member of the Real Estate Investment Committee. Mr. Stockert’s prior experience with strategic CEO and director succession planning and corporate governance for public REITs, including his prior experience as a lead independent director, brings keen insight to our Nominating and Corporate Governance Committee. Mr. Stockert has served at various times on the boards of directors of numerous civic and charitable organizations including Grady Health System, the Robert W. Woodruff Foundation, the YMCA of Metro Atlanta, the Metro Atlanta Chamber of Commerce, the Community Foundation for Greater Atlanta, Westside Future Fund and Horizons Atlanta, among others. His leadership of the Post HOPE Foundation, the former corporate charity of Post Properties, Inc., makes him uniquely qualified to assist the Board with the oversight of MAA’s corporate charity, The Open Arms Foundation, and guiding community involvement discussions related to our corporate responsibility initiatives. NON-MANAGEMENT DIRECTOR COMPENSATION COMPENSATION PHILOSOPHY Upon recommendations from the Compensation Committee, the Board sets compensation for our non-management directors. Directors who are associates of MAA are not compensated for serving on the Board. In considering their recommendation to the Board on non-management Director compensation, the Compensation Committee endeavors to establish a compensation program that will facilitate the attraction and retention of highly qualified Directors and adequately recognize the efforts and contributions of those Directors. In doing so, the committee considers many factors including the level of responsibility and liability assumed by Directors, the time commitment involved, the level of expertise and skill the Board wishes to attract and retain and the additional responsibilities associated with serving on committees, as a chairman of a committee or as the Lead Independent Director.
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| 2026 PROXY STATEMENT | 36 |
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The Board believes that the approach towards non-management Director compensation should reflect the values used in setting CEO and NEO compensation in that it should be generally in line with the median compensation offered at comparable peer companies, reflect a mix of both cash and equity compensation to ensure alignment with our shareholders and be sustainable over the long-term. The independent consultant hired by the Compensation Committee to assist with setting executive compensation is annually engaged to benchmark and recommend appropriate compensation for our non-management Directors. 2025 COMPENSATION PROGRAM In 2024, the Compensation Committee retained an external compensation consultant from Pearl Meyer to assist with setting the compensation for non-management Directors for the 2025-2026 service period. Pearl Meyer’s work included benchmarking the 2024 compensation package against the same peer group established to evaluate NEO compensation and providing insight into then-current trends and compensation structures with the goal of setting total compensation near the median level of MAA’s comparative peer group for compensation. The 2024 review found that the design of MAA’s non-employee director compensation program was aligned with industry peers and the broader market in terms of structure, but average total compensation was below the peer group 50th percentile. The Compensation Committee discussed the compensation consultant’s analysis and directional recommendations, reviewed the responsibilities of the Board and its committees, MAA’s performance results, and the need to attract new directors under the Board’s long-term succession plans, among other items, and recommended the Board approve the below compensation structure for the 2025-2026 service period, which would better align average total compensation for 2025 to the 50th percentile benchmark level from the 2024 study. ANNUAL CASH FEES The below 2025-2026 service period annual cash fees were awarded to non-management directors in quarterly installments following our routine quarterly Board meetings pending their continued service on the Board through each meeting. Committee chairpersons do not receive their respective committee’s service fee in addition to their chairperson fee and associates of MAA are not eligible for any Board compensation.
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| $80,000 | Board service (no change) | | $30,000 | Audit Committee Chairperson (no change) | | $15,000 | Audit Committee service other than Committee Chairperson (increase from $12,000) | | $25,000 | Compensation Committee Chairperson (increased from $22,500) | | $12,500 | Compensation Committee service other than Committee Chairperson (increased from $9,750) | | $22,500 | Nominating and Corporate Governance Committee Chairperson (increased from $20,000) | | $11,250 | Nominating and Corporate Governance Committee service other than Committee Chairperson (increased from $8,250) | | $11,500 | Real Estate Investment Committee service (increased from $8,500) | | $40,000 | Lead Independent Director (increased from $35,000) |
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ANNUAL DIRECTOR EQUITY GRANTS Shares of restricted stock are granted to non-employee Directors following election to the Board. These shares of restricted stock vest at the end of the Director’s annual term. Dividends equivalent to the dividends paid on shares of common stock are paid on these shares of restricted stock prior to vesting. Directors who choose to leave the Board before their term is completed for reasons other than retirement, disability or death, forfeit their granted shares of restricted stock for the service year in which they leave the Board.
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| $180,000 | Approximate value of the 2025 Annual Director Grant (increased from $170,000) |
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The non-employee Directors elected at the 2025 Annual Meeting of Shareholders were each issued 1,122 shares of restricted stock based on the closing stock price of $160.35 on May 20, 2025, the day of the 2025 annual meeting of shareholders. DEFERRED COMPENSATION In accordance with our Director Deferred Compensation Plan, Directors may have a comparable value of restricted stock units issued into a deferred compensation account in lieu of receiving their annual cash fees and/or their annual director equity grant. If Directors choose to defer their compensation in this manner, the compensation is paid out in two annual installments either in shares of our common stock or in the cash equivalent (at the Director’s election), beginning in the year following the year in which the Director retires from the Board. Dividends equivalent to the dividends paid on shares of common stock are credited as restricted stock units prior to payout of the shares. All dividend equivalents credited as restricted stock units prior to payout are reinvested into additional shares of restricted stock units which are also deferred under the plan.
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| 2026 PROXY STATEMENT | 37 |
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MIX OF COMPENSATION ELEMENTS The below represents the average mix of compensation elements available to non-management Directors and as actually awarded in calendar year 2025 (including deferred compensation issued in the form of restricted stock units) based on the respective role(s) each non-management Director held during 2025, and the payout elections each Director made. Because non-employee director compensation follows the annual service period of directors, compensation realized in calendar year 2025 reflects two quarters at the 2024-2025 service period rates and two quarters at the 2025-2026 service period rates. DIRECTOR COMPENSATION TABLE The table below represents the compensation earned by each non-management Director during calendar year 2025.
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| Name | Fees Earned Or Paid in Cash ($) (1) | Stock Awards ($) (3) | All Other Compensation ($) (5) | Total ($) | | Deborah H. Caplan | $113,500(2) | $179,913 | $7,172 | $300,585 | | John P. Case | $101,125(2) | $179,913(4) | $7,172 | $288,210 | | Tamara Fischer | $103,500 | $179,913(4) | $7,172 | $290,585 | | Alan B. Graf, Jr. | $147,500 | $179,913 | $7,172 | $334,585 | | Edith Kelly-Green | $103,250(2) | $179,913(4) | $7,172 | $290,335 | | James K. Lowder(7) | $48,375 | $- | $3,772 | $52,147 | | Thomas H. Lowder(7) | $49,125(2) | $- | $3,772 | $52,897 | | Sheila K. McGrath | $101,125 | $179,913(4) | $7,172 | $288,210 | | Claude B. Nielsen | $112,375 | $179,913(4) | $7,172 | $299,460 | | W. Reid Sanders(6) | $- | $- | $1,886 | $1,886 | | Gary S. Shorb | $103,285(2) | $179,913(4) | $7,172 | $290,370 | | David P. Stockert | $99,750 | $179,913(4) | $7,172 | $286,835 |
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| (1) Represents total annual cash fees regardless of whether paid as cash or deferred by the Director and issued as restricted stock units in the Director Deferred Compensation Plan. | | | | | (2) These Directors elected to have all or a portion of their total annual cash fees issued as shares of restricted stock units in the Director Deferred Compensation Plan. The table represents the foregone cash and aggregate number of restricted stock units issued. | Name | Foregone Cash (6) | Restricted Stock Units | | | Deborah H. Caplan | $56,376 | 378 | | | John P. Case | $25,034 | 168 | | | Edith Kelly-Green | $103,250 | 693 | | | Thomas H. Lowder | $49,125 | 304 | | | Gary S. Shorb | $51,432 | 345 | | (3) Represents the grant of 1,122 shares of restricted stock to each non-employee Director elected at the 2025 Annual Meeting of Shareholders on May 20, 2025, at the closing stock price of $160.35 on the day of the meeting, regardless of whether the Director elected to have the grant issued as restricted stock units in the Director Deferred Compensation Plan. The grants will vest on May 19, 2026, dependent upon continued service on the Board through the end of the 2025-2026 service period. Each non-management Director elected at the 2025 Annual Meeting of Shareholders had aggregate restricted stock awards of 1,122 shares outstanding on December 31, 2025. | | | | | (4) Represents Directors who chose to have their annual stock grant issued as shares of restricted stock in the Director Deferred Compensation Plan. | | | | | (5) Represents the dividends paid during 2025 on unvested shares of restricted stock and restricted stock units regardless of whether an 83(b) election was made. Mr. Reid was a shareholder on the January 2025 dividend record date and received the January 31, 2025 dividend. | | | | | (6) Due to his death on January 16, 2025, Mr. Reid did not receive any non-employee director compensation in 2025. | | | | | (7) Messrs. J. Lowder and T. Lowder retired from the Board following the May 2025 Board meeting. | | | |
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| 2026 PROXY STATEMENT | 38 |
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| PROPOSAL 2: EXECUTIVE COMPENSATION | | | | | The Board recommends you vote “FOR” the compensation of our NEOs as disclosed in this Proxy Statement. | | | | MATTER TO BE VOTED An advisory (non-binding) vote to approve NEO compensation as disclosed in this Proxy Statement. Section 14A of the Exchange Act requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs. As such, shareholders are asked to approve the compensation paid to our NEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the disclosures in the Compensation Discussion and Analysis and Executive Compensation Tables sections of this Proxy Statement. | | | | VOTE REQUIRED This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. The vote under this proposal is advisory, and therefore, not binding on us, our Board or the Compensation Committee. However, our Board, including the Compensation Committee, values the opinions of our shareholders and, to the extent there is a significant vote against the NEO compensation as disclosed in this Proxy Statement, the Board will consider what actions may be appropriate. | | | | IMPACT OF ABSTENTIONS: Abstentions will have no legal effect on whether this proposal is approved. IMPACT OF BROKER NON-VOTES: Broker non-votes will have no legal effect on whether this proposal is approved. | |
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The vote on this proposal is not a vote on our general compensation policies, non-management Director compensation, or our compensation policies as they relate to risk management. It is also not a vote intended to address any individual element of compensation. The vote specifically relates to the compensation of our NEOs as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. The vote is an advisory, non-binding vote, but our Board values shareholder input on NEO compensation and the Compensation Committee will consider the results of this vote in determining future compensation packages. Furthermore, while the vote specifically applies only to the NEOs listed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC, the Compensation Committee also will apply shareholder feedback on the compensation packages offered to the other members of our executive leadership team as well. While the total level of opportunity may vary among executive officers and/or other members of the executive leadership team, the Compensation Committee feels it is important to provide a consistent compensation structure across these associates in order to encourage enterprise-wide teamwork, collaboration and focus on our strategy. We believe it is important to receive frequent feedback from shareholders on executive compensation and are pleased that shareholders have voted in the past to support an annual vote on executive compensation. In the following pages, we have provided detailed information on the philosophy and objectives of the Compensation Committee in determining NEO compensation, the committee’s decision-making process and the factors they consider, the compensation structures in place during 2025 and the resultant compensation earned by NEOs. We believe the compensation programs developed by the Compensation Committee for our NEOs in 2025 were effective in supporting sustainable long-term value creation for our shareholders and appropriately balanced the needs to attract, retain and reward executive officers, drive execution of Company performance and strategic initiatives, discourage excessive risk-taking and align executive interests with those of our shareholders.
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| 2026 PROXY STATEMENT | 39 |
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EXECUTIVE OFFICERS OF THE REGISTRANT NAMED EXECUTIVE OFFICERS The Compensation Discussion and Analysis section of this Proxy Statement focuses on the compensation for our NEOs, our CEO, CFO and the next three most highly compensated executive officers who were serving at the end of 2025. Our former CEO retired as such on March 31, 2025, and is therefore also included in our list of NEOs. Ages are as of May 19, 2026, the date of the Annual Meeting.
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| H. ERIC BOLTON, JR. Executive Chairman and Past Chief Executive Officer (as of April 1, 2025) Age 69 | Mr. Bolton joined us in 1994, initially serving as Vice President of Development before being promoted to COO in February 1996 and subsequently appointed as President in December 1996. Mr. Bolton was named CEO in October 2001 and became Chairman of the Board in September 2002. Under a planned succession, Mr. Bolton transitioned from the CEO role to Executive Chairman on April 1, 2025. Prior to joining us, Mr. Bolton was with Trammell Crow Company for more than five years and was EVP and CFO of Trammell Crow Realty Advisors. Prior to that, Mr. Bolton worked in the commercial banking industry for seven years. | | BRAD HILL Chief Executive Officer and President and Past EVP, President and Chief Investment Officer (as of April 1, 2025) Age 50 | Mr. Hill joined us in 2010 as VP and Director of New Development and assumed increasing levels of responsibility surrounding our multifamily transactions and capital recycling activities before being promoted to SVP and Director of Multifamily Investing in 2014 and further promoted to EVP and Director of Multifamily Investing in 2016. In 2021, Mr. Hill assumed responsibility for our lease-up operations as well as our development pipeline and was promoted to EVP and CIO in late 2021. On January 1, 2024, Mr. Hill was appointed as President and CIO. On April 1, 2025, Mr. Hill was appointed as CEO and President, under a planned succession. Prior to joining us, Mr. Hill held senior positions with two real estate development companies. | | A. CLAY HOLDER EVP, Chief Financial Officer Age 48 | Mr. Holder joined MAA in 2017, initially serving as SVP, Chief Accounting Officer with responsibility for required SEC filings, compliance with GAAP, financial statements and internal controls over financial statements, and accounts payable, among other accounting functions. On April 1, 2024, Mr. Holder was promoted to EVP, CFO with added responsibilities for financial planning, tax, REIT qualification, investor relations and capital markets. Prior to joining MAA, Mr. Holder spent seven years in multiple accounting and finance roles at AutoZone, Inc. Mr. Holder began his career in public accounting with Arthur Andersen and Deloitte and is a licensed Certified Public Accountant. | | ROBERT J. DELPRIORE EVP, Chief Administrative Officer and General Counsel Age 58 | Mr. DelPriore joined us in August 2013 as our EVP and GC, initially responsible for the development of our internal Legal Department before adding responsibility for our Commercial Division and Enterprise Risk Management, subsequently being promoted to EVP and CAO in early 2022. Prior to joining us, Mr. DelPriore was engaged in the private practice of law and served as counsel to MAA. | | TIMOTHY P. ARGO EVP, Chief Strategy & Analysis Officer Age 49 | Mr. Argo joined us in June 2002, initially responsible for underwriting acquisition opportunities. Mr. Argo was promoted several times reflecting expanding levels of responsibility including budgets and forecasting, financial planning, investor relations, and portfolio management, until being named SVP, Chief Financial Planning Officer in 2017. In 2022, Mr. Argo was promoted to EVP, Chief Strategy & Analysis Officer, assuming responsibility for asset management, strategy development and execution, and value creation. | | AMBER FAIRBANKS EVP, Property Management Age 45 | Ms. Fairbanks joined us in October 2013 following a merger, serving as a Divisional SVP with supervisory responsibility for property operations over several regions. In October 2022, Ms. Fairbanks was promoted to EVP, Property Management with operational responsibility over our entire multifamily portfolio. Prior to joining MAA, Ms. Fairbanks had worked in various property operation positions for Colonial Properties Trust since June 2002. |
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OTHER EXECUTIVE OFFICERS Our other executive officers as of May 19, 2026 are provided below. MELANIE CARPENTER EVP, Chief Human Resources Officer, Age 49 Ms. Carpenter joined us in March 2000 as a Human Resources Assistant and held positions in various specialties within Human Resources, including organizational development and employee relations and recruitment, until being appointed as Director of Human Resources in 2011. As Director of Human Resources, Ms. Carpenter was responsible for MAA’s associate training and communications. In 2016, Ms. Carpenter, was promoted to Chief Human Resources Officer. Prior to joining MAA, Ms. Carpenter worked in the human resources field for Cooperative Marketing Concepts from November 1996 to February 2000.
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| 2026 PROXY STATEMENT | 40 | | | |
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JOE FRACCHIA EVP, Chief Technology & Innovation Officer, Age 52 Mr. Fracchia joined us in October 2016 as Chief Information Officer, immediately prior to a merger. Mr. Fracchia was initially tasked with combining the Company’s systems and developing a unified platform to support current activities and providing for technology changes and growth in the future. Mr. Fracchia oversees all aspects of our technology, including systems development, cybersecurity and privacy, business intelligence and reporting, data center operations, networking, telecommunications, and application and technology support. Reflecting the growth and sophistication of our systems, Mr. Fracchia was promoted to EVP, Chief Technology and Information Officer in January 2022. Prior to joining MAA, Mr. Fracchia spent 18 years in business and technology consulting with Arthur Andersen, Deloitte and PwC. He also founded and spent roughly seven years with Vaco Risk Solutions, a Cyber Security Consulting firm. BART FRENCH EVP, Investments, Age 56 Mr. French joined us in December 2016 as SVP Investments, initially responsible for sourcing, underwriting, and executing development transactions. On April 1, 2026, Mr. French was promoted to EVP Investments, responsible for identifying new investment opportunities and overseeing our transaction, development and joint venture efforts in alignment with the Board strategy. Prior to joining MAA, Mr. French worked as VP Investments for Post Properties Trust, the company we merged with in December 2016. At the time of the merger, Mr. French had worked for Post Properties Trust for approximately 11 years. COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis section provides a detailed discussion of the compensation opportunities provided to our NEOs. It begins with the Compensation Committee’s approach to setting compensation packages, including the committee’s philosophy and objectives, the risks associated with compensation plans, compensation governance considerations and other risk mitigating factors, and benchmarking data and directional considerations provided by the external compensation consultant, among other matters. Next you will find detailed information on the 2025 compensation packages put into place for our NEOs, including the structure of the overall package, opportunities available under each element of compensation, and the overall mix of fixed compensation and performance-based incentives based on various market and financial metrics. Finally, you will find information on MAA’s actual performance during 2025, the resultant awards earned by our NEOs under the 2025 compensation packages as well as information on other benefits available to our NEOs. The Table of Contents below is provided to help you navigate the topics covered in this section.
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| COMPENSATION APPROACH AND GOVERNANCE | Pages 42-46 | | 42 | Philosophy and Objectives | | 43 | Decision Making Process | | 2025 PROGRAM STRUCTURE | Pages 47-50 | | 47 | 2025 NEO Direct Compensation Structure and Opportunities | | 49 | 2025 Target Compensation | | 50 | 2025 Compensation Caps | | 2025 NEO COMPENSATION REALIZED | Pages 51-55 | | 51 | 2025 MAA Performance | | 52 | 2025 Direct NEO Compensation Realized | | 54 | Other Compensation Elements | | TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION | Page 55 | | CONCLUSION | Page 56 |
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| 2026 PROXY STATEMENT | 41 | | | |
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COMPENSATION APPROACH AND GOVERNANCE PHILOSOPHY AND OBJECTIVES The primary objective of our executive compensation program is to drive key business and strategic goals over various time frames in support of long-term shareholder value creation. We also seek to provide fair and competitive pay opportunities that align with both overall MAA and individual performance, shareholder interests and sound corporate governance practices. The Compensation Committee, and the Board in regards to the CEO and Executive Chairman, believes that to implement this philosophy and create a balanced and reasonable compensation package in the best long-term interests of our shareholders, the below objectives must be incorporated in the program. The Compensation Committee does not apply a specific weight or otherwise necessarily value one individual concept over another as the concepts deemed to be of most relevance may change over time reflecting changing compensation environments and market conditions, MAA’s evolving strategic initiatives, succession planning efforts or other factors. The corresponding philosophy numbers have been provided to assist in understanding how these concepts are reflected in the structure and governance practices discussed later in this section and do not represent a ranking by the Compensation Committee.
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| P1 | ATTRACT AND RETAIN |
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Total executive compensation should be sufficiently competitive against other comparable REITs and well-managed companies within the real estate industry to attract and retain highly qualified executive management with the necessary expertise and leadership abilities to execute our strategy.
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| P2 | DO NOT OVERPAY |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Generally, total target direct compensation is positioned at or near the 50th percentile market values for similar roles at industry peers and other comparable companies, but may vary between the 25th and 75th percentiles to reflect various factors.
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| P3 | AVOID UNDUE RISK |
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Compensation elements and plans should promote actions in the best interest of the Company and shareholders and not encourage excessive risk-taking to increase individual rewards.
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| P4 | FAIR AND EQUITABLE |
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Total compensation opportunities, taking into account the scope of responsibilities for each role and its ability to impact overall MAA performance, should be fair and equitable among the executive officers and across all MAA associates.
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| P5 | REFLECT MATURITY IN ROLE |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Total compensation opportunities should reflect the qualifications, expertise, experience and proven track record of each executive officer within his or her respective role.
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| P6 | QUANTIFIABLE |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Total compensation should be clearly defined and materially based on measurable data, while allowing for some subjective analysis, when appropriate, to reflect unusual events out of the executive management’s control, unexpected changes in strategy or material over or under performance.
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| P7 | ALIGN WITH MAA’s CULTURE |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Total compensation opportunities should encourage ethical leadership aligned with MAA’s culture statement and Code of Conduct.
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| P8 | ALIGN WITH OVERALL MAA PERFORMANCE (Pay for Performance) |
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Total compensation opportunities should be materially linked to overall MAA performance to encourage teamwork across functional areas and ensure executives are dedicated to delivering on our overall strategy and market guidance.
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| P9 | BALANCE ANNUAL AND LONG-TERM STRATEGIC GOALS |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Total compensation opportunities should incentivize a balance between delivering both annual results and ensuring long-term performance in line with our philosophy of delivering results for today while planning for tomorrow.
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| P10 | REWARD SUPERIOR PERFORMANCE |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Total compensation should reward executives for achieving superior performance which exceeds targeted business goals.
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| P11 | ALIGN WITH SHAREHOLDERS |
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The form of compensation should align the financial interests and goals of our executives with those of our shareholders.
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| P12 | REWARD FOR CREATING LONG-TERM SHAREHOLDER VALUE |
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The compensation package should allow executive management to benefit from creating long-term shareholder value to support long-term value for our shareholders.
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| P13 | SUSTAINABLE |
AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS
Total compensation packages should be sustainable to ensure consistency in our ability to retain qualified executive management and to continue to create long-term value for our shareholders in the future without creating undue burden on the financials of MAA.
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| P14 | SUPPORTED BY SHAREHOLDERS |
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Executive compensation packages should have the support of our shareholders.
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| 2026 PROXY STATEMENT | 42 | | | |
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DECISION-MAKING PROCESS The Compensation Committee is responsible for the compensation of executive management, both in terms of establishing the form and opportunities for each executive and in overseeing the actual awards made to each executive under our compensation plans. In regards to the Executive Chairman and CEO, the Compensation Committee makes recommendations to our Board and the non-management Directors vote to approve their compensation. The Compensation Committee considers many factors and, from time to time, obtains input related to certain aspects of executive compensation from the other Independent Directors as well as non-Board sources, including external consultants. The Compensation Committee does not generally consider prior compensation in making compensation decisions, believing that compensation should reflect the current environment of the factors being considered. The committee does not have a pre-defined framework that determines which factors may be more or less important in any given year, and the emphasis placed on any given factor may vary both among the respective executives and over time. Ultimately, the Compensation Committee’s judgment of all factors it deems relevant in any year forms the basis for determining the executive compensation set for our Executive Chairman, CEO and other NEOs. SAY ON PAY P14 The Compensation Committee considers the results of the shareholder vote to approve executive compensation from prior annual meetings when establishing executive compensation packages and believes the historical Say on Pay vote outcomes are an endorsement by shareholders of the overall total compensation package and approach for our NEOs. The committee feels it is important to obtain this shareholder feedback on a routine, frequent basis. As such, the Board, on behalf of the Compensation Committee, has always recommended that the frequency of the vote to approve executive compensation be done on an annual basis.
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| 90.5% SHAREHOLDER APPROVAL FOR Say on Pay In 2025 | Executive Compensation APPROVED BY SHAREHOLDERS EVERY YEAR Since Introduced in 2011 | 93.9% AVERAGE APPROVAL RATE Since 2011 |
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ROLE OF COMPENSATION CONSULTANT The Compensation Committee has the power and authority to hire outside advisors or consultants to assist the committee in fulfilling its responsibilities, at MAA’s expense and upon terms established by the Compensation Committee. The Compensation Committee routinely hires an external consultant to assist in reviewing our executive compensation program, establishing an appropriate benchmark comparator group, benchmarking plan design, mix of compensation elements and levels of compensation opportunities, and evaluating risks associated with our executive compensation program. The Compensation Committee engaged Pearl Meyer in 2024 to assist with the review and development of the executive and non-management Director compensation programs for 2025. The Compensation Committee requested the consultant review the companies included in our comparator group and provide any recommended changes, benchmark both non-management Director and executive compensation packages against the finalized comparator group, considering the form, mix and levels of compensation opportunities, and make any recommendations the consultant felt were appropriate. COMPENSATION CONSULTANT INDEPENDENCE Prior to the retention of a compensation consultant or any other external advisor, and from time to time as the Compensation Committee deems appropriate, the Compensation Committee assesses the independence of such advisor from management, taking into consideration all factors relevant to such advisor’s independence, including the factors specified in NYSE listing standards. The Compensation Committee assessed the independence of Pearl Meyer in relation to the analysis performed in 2024, taking into account the policies and procedures the consultant has in place to prevent conflicts of interest, any business or personal relationships between the consultant and the members of the Compensation Committee or Board, any ownership of MAA securities by the individual who performs consulting services for the Compensation Committee and any business or personal relationships of the firm with any of our executives. The Compensation Committee also noted that the compensation consultant provides no additional services to MAA or our affiliates. Pearl Meyer provided the Compensation Committee with appropriate assurances and confirmation of its independent status pursuant to the factors indicated above. The Compensation Committee believes that Pearl Meyer remained independent throughout their service to the committee and that there was no conflict of interest between the firm and the Compensation Committee. MARKET BENCHMARKING CONSIDERATIONS P1, P2 The Compensation Committee considers benchmark information when establishing and measuring the appropriateness and competitiveness of various aspects of our executive compensation packages, including the items listed below, among others.
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| ✓ | Base salary ranges |
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| ✓ | Annual and long-term incentive award ranges |
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| ✓ | Mix of variable versus fixed compensation |
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| ✓ | Mix of cash versus equity award opportunities |
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| ✓ | Target and maximum performance award opportunities |
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| ✓ | Total direct compensation (sum of base salary plus short-term and long-term incentives) |
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| ✓ | Validity of package design and performance measures |
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| ✓ | Compensation levels in relation to overall Company performance |
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| ✓ | Company performance in relation to peer performance |
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| 2026 PROXY STATEMENT | 43 | | | |
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While the Compensation Committee believes that the type and levels of compensation opportunities provided should be competitively reasonable and appropriate for our business needs and circumstances, the committee’s approach is to consider competitive compensation practices among other relevant factors rather than solely establishing compensation at specific benchmark percentiles. This enables us to respond to changes in the labor market and provides us with flexibility in maintaining and enhancing the engagement, focus and motivation of our executives. Broadly, however, unless otherwise warranted by performance or other factors, the Compensation Committee believes it is generally appropriate to be relatively in line with 50th percentile target pay levels for comparable organizations against which MAA competes for business and executive talent and does not believe it is reasonable or appropriate for target executive compensation to be materially outside of comparative benchmark ranges (either above the 75th percentile or below the 25th percentile) whether in terms of individual elements of the compensation program or overall total target executive compensation. COMPENSATION COMPARATOR GROUP The Compensation Committee believes it is critical to select the appropriate comparator group for benchmarking purposes. In conjunction with consulting with our Compensation Committee to set 2025 executive compensation, Pearl Meyer reviewed our then current peer group considering various factors including each organization’s business focus, number of employees, enterprise size and value, TSR performance, credit ratings and geographical markets of operations, among other items. Pearl Meyer also reviewed REITs utilized by our multifamily peers for their peer groups as well as other comparably-sized REITs across various sectors in the industry. Pearl Meyer and the Compensation Committee also consider whether a company is in extreme financial distress or has poor executive pay governance perceptions and eliminates such companies from the peer benchmarking group. After considering Pearl Meyer’s analysis that identified strong say on pay support from shareholders, MAA’s position near the 50th percentile of MAA’s then current peers based on equity market capitalization and revenue, and that MAA’s prior year peer group contained all publicly traded multifamily and other residential REITs within a comparable size range, the Compensation Committee determined not to make any changes to the comparator peer group as used in setting 2024 executive compensation. The comparator peer group the Compensation Committee instructed Pearl Meyer to use to provide executive benchmarking analysis for 2025 is provided below.
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| American Homes 4 Rent | Camden Property Trust | Essex Property Trust, Inc. | Kimco Realty Corporation | UDR, Inc. | | AvalonBay Communities, Inc. | Equity LifeStyle Properties, Inc. | Extra Space Storage, Inc. | Public Storage | | | BXP, Inc. (formerly Boston Properties, Inc.) | Equity Residential | Invitation Homes Inc. | Sun Communities, Inc. | |
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FINDINGS OF COMPENSATION CONSULTANT Pearl Meyer performed a market pay analysis and provided the results of their benchmarking review along with directional recommendations at the December 2, 2024 and December 9, 2024 Compensation Committee meetings and the Compensation Committee considered the results of their analysis in establishing the executive compensation program for 2025. Overall observations based on then-current performance results and then-current NEO pay levels are provided below. Specific individual NEO observations considered in determining 2025 compensation are provided in the 2025 Target Compensation section on pages 49-50. RELATIVE COMPANY PERFORMANCE AND EXECUTIVE COMPENSATION Based on various selected financial and operational metric comparisons, MAA’s one-year overall performance was second in the peer group, while MAA ranked 10th in the peer group for top four NEO actual annual cash compensation. For the three-year average overall performance, MAA ranked third within the peer group, while ranked 12th in the peer group for top four NEO total direct compensation for that three-year period. Overall, the Compensation Committee determined the results of the analysis indicated that the mix of variable versus fixed pay and cash versus equity opportunities were generally aligned with that of the peer group, but changes may be warranted by individual to reflect changing job responsibilities and to further improve pay competitiveness. ROLE OF EXECUTIVE MANAGEMENT All incentive plans and any payments made thereunder are developed, adopted and awarded by the Compensation Committee. All compensation related to our Executive Chairman and CEO is recommended by the Compensation Committee to our full Board, which ultimately has responsibility for approving Executive Chairman and CEO compensation. While our Executive Chairman and CEO do participate in general meetings of the Compensation Committee to provide input on compensation decisions related to the other NEOs, they do not participate in executive sessions of the Compensation Committee nor do they participate in any discussions determining their own compensation. Annually, upon request from the Compensation Committee, our CEO provides the committee with data pertinent to his performance and compensation and the performance and compensation of the other NEOs (other than the Executive Chairman). Generally, this information pertains to the achievement of individual functional goals. At the end of any incentive plan measurement period, our CEO presents base results of the plan for the Compensation Committee’s review and, if deemed necessary by the Compensation Committee, further evaluation and/or adjustment, to the extent allowed under each individual plan. The base results are calculated, prepared and reviewed by our Board Secretary, Corporate Secretary and Corporate Finance team, according to the underlying plan documents.
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| 2026 PROXY STATEMENT | 44 | | | |
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RISK CONSIDERATIONS The Compensation Committee annually evaluates the risks involved with all of our compensation programs, including risks specifically associated with our executive compensation program, and strives to design total compensation programs that mitigate those risks without diminishing the incentive nature of the compensation. Following its 2025 evaluation, the Compensation Committee determined that any risks arising from our compensation policies and practices for our associates, including our NEOs, are not reasonably likely to have a material adverse effect on MAA. Furthermore, the Compensation Committee believes that the nature of the various elements of executive compensation do not encourage management to assume excessive risks. The following are specific design factors that the Compensation Committee believes help to discourage undue risk taking and are therefore considered in determining the overall risk level of our executive and Company-wide compensation programs. MULTIPLE ELEMENTS P3, P8, P9 Each executive and senior-level total compensation offering includes both fixed amounts (as in the case of base salary) and variable amounts dependent upon performance (as in the case of incentive plans). In addition, incentive plans split the opportunity between multiple metrics with both short and long-term performance horizons, and business and market metrics. This multi-component approach discourages undue risk taking in any one area as the greatest reward comes from balancing the results of all of the compensation elements. MINIMUM ONE YEAR VESTING PERIOD ON ALL EQUITY AWARDS P3, P8, P9, P10, P11, P12 The 2023 Omnibus Incentive Plan approved by shareholders at the 2023 annual meeting of shareholders implements a minimum vesting period of at least one year for all equity awards. This reduces undue risk taking for immediate gain as the maximum benefit requires balancing both short and long-term results, rewarding NEOs for achieving long-term shareholder value, ultimately aligning interests with those of our shareholders. INDIVIDUAL AWARD CAPS P2, P3, P7, P13, P14 Each associate’s award opportunities within their respective incentive program is capped. With respect to the Executive Chairman and CEO, these caps are set by the Board upon Compensation Committee recommendation, and by the Compensation Committee for the other NEOs. Performance for the three-year relative TSR metric is further capped at the target level when MAA has a negative return but still outperformed the comparative index. PERFORMANCE GOALS AND RESULTS TIED TO MEASURABLE METRICS P3, P6, P8 Performance goals and results are tied to quantifiably measurable metrics and, in the case of senior and executive management, to our publicly-disclosed financial statements which are audited by our independent registered public accounting firm and reviewed by the Audit Committee. This reduces the risk that performance results can be manipulated. SENIOR AND EXECUTIVE AWARDS INCLUDE EQUITY ELEMENTS P1, P2, P3, P8, P9, P10, P11, P12, P13 A material part of the total compensation opportunity for senior and executive management includes awards of MAA equity. This helps to align senior and executive management interests with those of our shareholders and discourages the risk of maximizing short-term returns to the detriment of long-term goals, as associates will benefit from the increased value achieved for investors over time. In addition, equity elements help to ensure we do not overcompensate if shareholder value is not being created. SENIOR AND EXECUTIVE AWARDS INCLUDE SEPARATE SHORT AND LONG-TERM OPPORTUNITIES P3, P9, P13 Incentive opportunities for senior and executive management contain both short and long-term elements. This balanced approach discourages undue risk taking as the greatest reward comes from balancing the results of both short and long-term goals and ensures that executive management remains focused on both delivering results for today while also ensuring the ability to perform in the future. INCENTIVE AWARDS TIED TO PERFORMANCE (Pay For Performance) P2, P5, P6, P8, P9, P10, P11, P12, P13 Incentive opportunities are tied to individual and/or overall MAA performance goals which are set in alignment with our annual and, in the case of senior and executive management, long-term strategic goals. This ensures that management remains focused on executing the strategic vision of MAA. OVERSIGHT OF AWARD CALCULATIONS P3, P6, P7 All incentive plan award calculations are reviewed by management and, in the case of executive awards, by the Compensation Committee with support from our Board Secretary. TARGET LEVELS ARE TIED TO MAA GUIDANCE AND INDUSTRY RETURN PERFORMANCE P1, P2, P3, P6, P8, P9, P10, P11, P12 Target performance opportunities for senior and executive management are tied to our publicly disclosed guidance and our relative performance to the industry. While this provides an opportunity to reward superior performance, it discourages undue risk taking because it does not require performance beyond that which is determined to be realistically achievable and set by MAA. INDEPENDENT EXTERNAL COMPENSATION CONSULTANT ADVISES ON EXECUTIVE COMPENSATION P1, P2, P4, P5, P7 The Compensation Committee utilizes an external compensation consultant to advise on the structure and opportunity levels set for executive compensation. This helps to ensure that MAA’s executive compensation offerings both overall and on an individual basis are appropriate and in line with industry best practices and that we are neither over nor under paying our executive management team based on their role, responsibilities and performance.
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| 2026 PROXY STATEMENT | 45 | | | |
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COMPENSATION GOVERNANCE CONSIDERATIONS In addition to the risk-mitigating features and actions discussed under Risk Considerations, the Board has established several corporate governance practices which are specifically related to executive compensation and also help to mitigate potential risks. ALL COMPENSATION IS SELF-FUNDING P2, P3, P7, P8, P11, P13 All elements of our compensation programs are self-funding in that performance measurements tied to performance-based awards are calculated after the expense for the awards is taken into account. This assures MAA can afford to pay the awards and minimizes the risk that associates benefit at our shareholders’ expense as awards under our compensation plans will not have a subsequent negative impact on our financial statements. SHARE OWNERSHIP GUIDELINES P7, P11, P12 To align our NEOs’ long-term financial interests with those of our shareholders, our CEO is required to own three times his base salary, and other NEOs are required to own two times their respective base salary, in shares of MAA stock or the equivalent, within three years of appointment to the position. All NEOs are in compliance with this requirement. COMPENSATION RECOUPMENT POLICY P2, P3, P7, P11, P13 If we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, our current and former executive officers are required to repay to MAA any portion of incentive-based compensation that was paid in the preceding three years that would not have been paid if such compensation had been determined based on the restated amounts as reflected in connection with the accounting restatement. HOLDING PERIOD REQUIREMENTS P7, P11, P12 To further strengthen the alignment of interests between our NEOs and that of our shareholders, NEOs are required to retain ownership of at least 50% of net shares (after the payment of taxes) acquired through equity incentive plans. NEOs must continue to retain these shares until retirement or other termination of the NEO’s employment, or until the executive is no longer designated as an NEO. All of our NEOs are in compliance with this requirement. PROHIBITION ON HEDGING AND PLEDGING SHARES P7, P11 In relation to MAA’s securities, NEOs are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset or are designed to hedge or offset, any decrease in the market value of MAA equity securities granted as compensation or held directly or indirectly by NEOs. Specifically, our policy prohibits NEOs from: (i) selling a security which is not owned at the time of sale (short sale); (ii) buying or selling puts, calls, other derivative securities or other derivative securities that provide the economic equivalent of MAA securities or any opportunity to profit from a change in the value of MAA securities or engage in other hedging transactions; (iii) using securities as collateral in a margin account; and (iv) pledging securities as collateral for a loan. See pages 20-21 for additional details on MAA’s hedging and pledging policies. EXCLUSION OF NEGATIVELY VIEWED PRACTICES In addition to the governance policies listed above, the Compensation Committee has affirmatively determined NOT to implement the below compensation practices as they are generally negatively viewed within industry best practices and the Board does not believe they are in the best interests of our shareholders at this time.
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| NO | Dividends or dividend equivalents on unearned performance shares |
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| NO | Guaranteed bonuses |
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| NO | Multi-year guaranteed bonuses |
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| NO | Inclusion of the value of equity awards in severance calculations |
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| NO | Evergreen provisions in equity plans |
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| NO | Tax “gross ups” for excess parachute payments |
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| NO | “Single trigger” employment or change in control agreements |
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| NO | Overlapping performance metrics among annual and long-term incentive plans for NEOs |
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| NO | Perquisites or personal benefits |
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OTHER CONSIDERATIONS In addition to our compensation philosophy and objectives, shareholder feedback, input from the compensation consultant, benchmarking data, compensation risk factors and our compensation governance policies, the Compensation Committee may also take into account the following considerations, among others, when determining executive compensation packages.
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| ✓ | Labor market conditions P1, P4 |
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| ✓ | Personal development P4, P5, P10 |
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| ✓ | Quality of both internal working and reporting relationships, and engagement in collaboration and teamwork with other executive management P7 |
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| ✓ | Quality of leadership and human capital development P7 |
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| ✓ | Succession planning and potential to assume increased responsibilities P13 |
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TIMING OF CERTAIN EQUITY AWARDS In 2025, we did not grant any stock options, stock appreciation rights or similar option-like awards, and we do not currently plan to grant stock options, stock appreciation rights or similar option-like awards to any director, executive or associate. Accordingly, we do not have a policy or practice regarding the timing or the determination of the terms of a grant of options, stock appreciation rights or similar option-like awards in relation to the disclosure of material non-public information. We do not schedule our equity grants in anticipation of the release of material non-public information, nor do we time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
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| 2026 PROXY STATEMENT | 46 | | | |
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2025 PROGRAM STRUCTURE The Compensation Committee determined that the compensation program in place for 2025 provided an appropriate mix of cash and equity opportunities, rewarded for individual effort as well as overall Company performance, balanced managing our needs for today while preparing for the future, reinforced key strategic priorities, aligned NEOs’ interests with those of our shareholders, was aligned with peer group practices and was fair and equitable as well as financially sustainable. The Compensation Committee did not believe that changes in terms of the overall structure of the program or the mix of elements was warranted in setting the compensation program for 2025. The following pages provide an overview of the NEO compensation program for 2025, including the mix of elements utilized and the target opportunities available to each NEO. 2025 NEO DIRECT COMPENSATION STRUCTURE AND OPPORTUNITIES BASE SALARY P1, P2, P3, P4, P5, P6, P13, P14
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| DURATION FOCUS Short Term FORM OF COMPENSATION Cash BASIS OF OPPORTUNITY Fixed | PURPOSE AND FEATURES Base salary is market-competitive fixed income reflecting individual skills, experience, performance and maturity in role to attract and retain high quality talent. The Compensation Committee is thoughtful in setting this element because the level of base salary also impacts incentive award opportunities. As such, in determining base salary, the committee considers it both on its own and in conjunction with the other elements of compensation. |
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LONG TERM INCENTIVE PLAN (LTIP) P1 ,P2, P3, P4, P5, P6, P8, P10, P11, P12, P13, P14
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| DURATION FOCUS Long Term FORM OF COMPENSATION Equity BASIS OF OPPORTUNITY 80% Variable based on performance 20% Fixed (dependent upon continued employment in good standing) | PURPOSE AND FEATURES Awards through the LTIP incent achievement of long-term strategic goals, enhance retention and align NEO interests with shareholder interests in long-term value creation. For 2025, the target value LTIP mix for NEOs was based 50% on performance shares tied to our three-year TSR (including stock price appreciation plus dividend reinvestment) relative to an industry-specific market index, 30% on performance shares tied to our annual Funds Available for Distribution (FAD) with any earned awards vesting over an additional two-year period, and 20% on service-based restricted shares vesting over three years, dependent upon continued service in good standing through the vesting cycles. The large majority (80%) of LTIP award opportunities are performance-based. Opportunities for performance-based awards are capped at the maximum level and no awards can be earned for performance results below the threshold level. Performance awards tied to relative TSR are capped at target when MAA’s absolute TSR is negative. The target opportunity aligns with comparable peer performance while the capped maximum opportunity provides the opportunity for NEOs to benefit from creating long-term shareholder value above that of our sector. | | | PERFORMANCE METRICS | Compounded Annualized Three-Year Relative Total Shareholder Return (TSR) | | | | In order to eliminate the impact of price volatility of any one market day, the calculations of the compounded annualized three-year TSR metric under the 2025 LTIP for MAA and the Dow Jones U.S. Real Estate Apartments Index utilize the average of dividend-adjusted daily closing stock prices during the months of December 2024 and December 2027 as the beginning and ending values for the calculations. Award achievement for this component will be determined following the end of the three-year measurement period (December 31, 2027) and any earned awards will not be realized or issued until April 2028 following approval by the Compensation Committee. If MAA’s TSR as calculated under the plan is negative, awards are capped at target level. No awards are earned for performance below threshold levels. | | | | Performance Period | 3 Years – 2025 through 2027 | | | Performance Range | Based on performance in comparison to the performance of the Dow Jones U.S. Real Estate Apartments Index Threshold -400 bps Target Index Maximum +400 bps | | Funds | Available for Distribution (FAD) | | | | The FAD performance range was based on MAA’s initial 2025 guidance to the market. | | | | Performance Period | 1 Year – 2025 plus 2 year vesting cycle | | | Performance Range | Linked directly to initial 2025 guidance Threshold $666,502,246 Target $685,710,000 Maximum $704,918,246 | | | Service-Based Shares | | | | The Compensation Committee believes that a small level of service-based shares is appropriate to encourage consistency in leadership and enhance retention and equity stakes, which it believes supports the successful achievement of our long-term strategic objectives. While the Compensation Committee considers these shares of restricted stock to be fixed (as the number of shares is set at the date of grant), it feels the length of the vesting cycle also incorporates a performance aspect as award values will be impacted by changes in stock price over the multi-year vesting cycle. | | | | Performance Period | 3 year vesting cycle during which the participant must remain is employed in good standing |
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| 2026 PROXY STATEMENT | 47 | | | |
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ANNUAL INCENTIVE PLAN (AIP) P1, P2, P3, P4, P5, P6, P7, P8, P9, P10, P11, P12, P13, P14
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| DURATION FOCUS Short Term FORM OF COMPENSATION Cash BASIS OF OPPORTUNITY Variable based on performance | PURPOSE AND FEATURES The AIP allows for performance-based awards that incentivize achievement of annual Company earnings targets and other strategic short-term initiatives and goals. AIP award opportunities for NEOs are primarily tied to overall corporate financial performance (100% weighting for Mr. Bolton and 75% for other NEOs), with a smaller portion (25%) tied to individual functional goals for NEOs other than Mr. Bolton. The Compensation Committee believes this mix reinforces a strong focus on Company-wide performance success and collaboration as well as individual accountability. Goal opportunities are capped at a maximum level and no awards can be earned for performance results below the respective threshold levels. Target opportunity aligns with market expectations while capped maximum opportunity rewards NEOs for outperformance without encouraging excessive risk taking. The Compensation Committee can modify an award up or down by up to 25% (not to exceed the capped opportunity), allowing the committee to address changes in strategic directives or awards that do not otherwise adequately reflect NEO efforts. | | | PERFORMANCE METRICS | Core FFO per Share (75% weighting for Mr. Bolton and 50% weighting for all other NEOs) | | | | Performance Period | 1 Year – 2025 | | | Performance Range | Linked directly to initial 2025 guidance Threshold $8.61 Target $8.77 Maximum $8.93 | | | SS NOI Growth (25% weighting for all NEOs) | | | | Performance Period | 1 Year – 2025 | | | Performance Range | Linked directly to initial 2025 guidance Threshold -2.15% Target -1.15% Maximum -0.15% | | | Individual Functional Goals (25% weighting for all NEOs other than Mr. Bolton (0%)) | | | | Performance Period | 1 Year – 2025 Varies by NEO. See Below. |
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Individual functional goals include quantifiable metrics associated with the NEOs’ respective areas of responsibility and are set by the Compensation Committee at the beginning of the year to align with MAA’s earnings goals and other strategic initiatives. In addition to managing expenses within budget, the below represent the material goals for each NEO that had an award opportunity linked to individual goal performance in the 2025 AIP.
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| HILL | ● Various activities to ensure a smooth CEO transition ● Support culture through strengthened teamwork, collaboration, and effective internal messaging on various topics ● Achieve financial results exceeding expectations ● Further strengthen platform capabilities and enterprise risk management ● Expand disclosures related to corporate sustainability and enhance focus on matters supporting our strategy | | HOLDER | ● Access capital for current year investment while maintaining balance sheet ratios supporting an A- investment grade rating ● Continue to enhance investor relations outreach ● Enhance tax planning model in support of strategic transactions ● Oversee and support successful internal and external audits while managing fee growth ● Engage in analysis for and support Company-wide projects ● Continue enhancing corporate sustainability framework and applying return analysis for sustainability endeavors | | DELPRIORE | ● Achieve pre-set performance goals related to insurance coverage and costs, litigation defense costs and certain disclosure practices ● Achieve pre-set performance goals related to commercial NOI, and new and overall commercial leasing performance ● Assist with corporate sustainability disclosures ● Continue efforts to identify and mitigate risks in Company-wide endeavors | | ARGO | ● Achieve pre-set performance criteria related to various revenue goals, capital expenditures, maintenance expense and ancillary income objectives ● Advance various initiatives related to margin expansion and platform value ● Meet various pre-set performance levels related to cybersecurity efforts ● Advance various capital projects in support of our strategy and sustainability endeavors | | FAIRBANKS | ● Achieve pre-set goals for various financial, operational, and lease-up metrics for our same store platform ● Support and promote associate engagement through various endeavors |
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| 2026 PROXY STATEMENT | 48 | | | |
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The threshold, target and maximum opportunities (expressed as percent of salary) under the 2025 NEO compensation packages are provided in the following table.
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| | BOLTON (2) | HILL (2) | HOLDER | DELPRIORE | ARGO | FAIRBANKS | | SALARY | $881,250 | $718,750 | $524,998 | $600,508 | $474,998 | $420,910 | | 2025 LTIP | | | | | | | | Service | 90% | 98.4% | 45% | 55% | 36% | 30% | | FAD | 33.75% / 135% / 270% | 36.9% / 147.6% / 295.2% | 16.88% / 67.5% / 135% | 20.63% / 82.5% / 165% | 13.50% / 54% / 108% | 11.25% / 45% / 90% | | 3-YR TSR | 56.25% / 225% / 450% | 61.5% / 246% / 295.2% | 28.12% / 112.5% / 225% | 34.37% / 137.5% / 275% | 22.5% / 90% / 180% | 18.75% / 75% / 150% | | Total | 180% / 450% / 810% | 196.8% / 492% / 885.6% | 90% / 225% / 405% | 110% / 275% / 495% | 72% / 180% / 324% | 60% / 150% / 270% | | 2025 AIP | | | | | | | | Core FFO per Share | 23.44% / 93.75% / 187.5% | 23.44% / 93.75% / 187.5% | 15.63% / 62.5% / 125% | 16.25% / 65% / 130% | 12.38% / 57.5% / 115% | 13.13% / 52.5% / 105% | | SS NOI Growth | 7.81% / 31.25% / 62.5% | 11.72% / 46.88% / 93.76% | 7.81% / 31.25% / 62.5% | 8.13% / 32.5% / 65% | 7.19% / 28.75% / 57.5% | 6.56% / 26.25% / 52.5% | | Individual Functional Goals (1) | N/A | 46.88% / 46.88% / 58.6% | 31.25% / 31.25% / 39.06% | 32.5% / 32.5% / 40.63% | 28.75% / 28.75% / 35.94% | 26.25% / 26.25% / 32.81% | | Total | 31.25% / 125% / 250% | 82.04% / 187.5% / 339.86% | 54.69% / 125% / 226.56% | 56.88% / 130% / 235.63% | 50.32% / 115% / 208.44% | 45.95% / 105% / 190.31% |
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| (1) Under the 2025 AIP, if NEOs complete 100% of their individual goals, they earn the target level percent of salary opportunity. The capped maximum amount would only come into play if the Compensation Committee determined to utilize the up to +/-25% modifier. |
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| (2) Salary and AIP opportunities reflect a pro-rated blend of Salaries and AIP opportunities before and after the CEO transition on April 1, 2025. |
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2025 TARGET COMPENSATION P1, P2, P3, P4, P5, P6, P7, P8, P9, P10, P11, P12, P13, P14 In setting compensation plan opportunities for 2025, the Compensation Committee discussed the planned appointment of Mr. Hill as CEO and President on April 1, 2025, and Mr. Bolton’s transition to Executive Chairman under our succession plan. In regards to Mr. Bolton, the Compensation Committee approved an initial 2.8% increase in base salary (to $975,000 on an annualized basis) through March 31, 2025, reflecting his continued service as CEO through that date, with a subsequent decrease in salary of 13% (to $850,000 on an annualized basis) effective April 1, 2025, reflective of his decreased level of responsibility after his transition to Executive Chairman. In regards to Mr. Hill, the Compensation Committee approved an initial increase in base salary of approximately 4% (to $625,000 on an annualized basis) through March 31, 2025, reflecting his continued service as President and Chief Investment Officer through that date, with a subsequent increase in salary of 20% (to $750,000 on an annualized basis) effective April 1, 2025, reflective of his appointment as CEO and President. For the same reason discussed above, Mr. Bolton’s 2025 AIP target opportunity remained the same as his 200% of salary opportunity set in 2024 through March 31, 2025, decreasing to 100% of salary opportunity from April 1, 2025 through the end of the year. Likewise, Mr. Hill’s 2025 AIP target opportunity remained the same as his 150% of salary opportunity set in 2024 through March 31, 2025, increasing to 200% of salary opportunity from April 1, 2025 through the end of the year. Given the long-term nature of our 2025 LTIP, the Compensation Committee determined to make changes reflective of the CEO transition at the beginning of the year, decreasing Mr. Bolton’s target long-term incentive award opportunity to 450% of salary and increasing Mr. Hill’s target long-term incentive award opportunity to approximately 500% of salary (492% based on Mr. Hill’s full-year blended base salary). In regards to Mr. Holder, The Compensation Committee approved a base salary increase of 23.5% for 2025, consistent with the previously-planned multiyear phase-in of market adjustments (or “glidepath”) associated with his promotion to the CFO role effective April 1, 2024. The Compensation Committee approved base salary increases of 23.5% and 10%, respectively, for Mr. Argo and Ms. Fairbanks as part of planned multi-year phase-ins of market adjustments (or “glidepath”) to account for increased responsibilities and continued growth and experience in their roles. Messrs. Argo and Holder and Ms. Fairbanks will be eligible for ongoing market adjustments, as warranted by performance, to align target pay opportunities more closely with peer group market values. Mr. DelPriore’s base salary increase of 3% was in line with the cost of living increase applied to the associate base Company-wide. The 2025 AIP target percent of salary opportunity for Mr. Holder increased to 125%, in alignment with his glidepath discussed above. The 2025 AIP target percent of salary opportunities for Mr. Argo and Ms. Fairbanks increased to 115% and 105%, respectively, reflecting their increased responsibilities and continued growth and experience in their roles and multi-year compensation adjustment glidepaths as discussed above. Mr. DelPriore’s 2025 AIP target percent of salary opportunity remained at 130%. For the same reasons, Mr. Holder’s 2025 LTIP target percent of salary opportunity increased to 225%, Mr. Argo’s opportunity increased to 180%, Ms. Fairbanks’ opportunity increased to 150% and Mr. DelPriore’s opportunity remained at 275%.
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| 2026 PROXY STATEMENT | 49 | | | |
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The corresponding target dollar values (in the case of equity, measured at the time of grant) for each NEO based on the 2025 compensation packages outlined above are provided below.
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| | 2025 | 2025 AIP TARGET | | | | | | | | TOTAL | | | BASE | CORE FFO | SS NOI | FUNCTIONAL | | 2025 LTIP TARGET (1) | | | | COMPENSATION | | | SALARY | PER SHARE | GROWTH | GOALS | TOTAL | SERVICE | FAD | 3-YR TSR | TOTAL | TARGET | | Bolton Former CEO | $881,250 | $826,172 | $275,391 | N/A | $1,101,563 | $793,125 | $1,189,687 | $1,982,813 | $3,965,625 | $5,948,438 | | Hill CEO and President | $718,750 | $673,828 | $336,950 | $336,950 | $1,347,728 | $707,250 | $1,060,875 | $1,768,125 | $3,536,250 | $5,602,728 | | Holder CFO | $524,998 | $328,124 | $164,062 | $164,062 | $656,248 | $236,249 | $354,373 | $590,623 | $1,181,245 | $2,362,491 | | DelPriore CAO and GC | $600,508 | $390,330 | $195,165 | $195,165 | $780,660 | $330,279 | $495,419 | $825,699 | $1,651,397 | $3,032,565 | | Argo CSAO | $474,998 | $273,124 | $136,562 | $136,562 | $546,248 | $170,999 | $256,499 | $427,498 | $854,996 | $1,876,242 | | Fairbanks Property Management | $420,910 | $220,978 | $110,489 | $110,489 | $441,956 | $126,273 | $189,409 | $315,683 | $631,365 | $1,494,231 |
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| (1) To the extent earned, awards under the 2025 LTIP are issued in shares of restricted stock that then vest over various time periods. The number of target shares of restricted stock are based on the closing stock price of $149.77 on January 6, 2025, the grant date for the 2025 LTIP. |
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The 2025 target compensation opportunities outlined on the prior page and above, result in the following percentage breakouts between variable (or performance-based) and fixed compensation, equity and cash compensation, and long-term and short-term compensation, showing that the majority of our NEOs’ compensation is performance-based, long-term in nature and in the form of equity to align our leadership with the long-term interests of shareholders.
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| (1) Values for current and former CEOs reflect blended target values for their respective roles before and after the leadership transition effective April 1, 2025. |
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2025 COMPENSATION CAPS P2, P3 The following schedule provides the maximum direct compensation opportunities, or caps, for over-performance from target under the 2025 NEO compensation packages. The values inherently incorporate use of the +25% discretionary modifier under the 2025 AIP, as use of the modifier is capped at the AIP maximum.
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| | 2025 | 2025 AIP MAXIMUM | | | | | | | | TOTAL | | | BASE | CORE FFO | SS NOI | FUNCTIONAL | | 2025 LTIP MAXIMUM | | | | COMPENSATION | | | SALARY | PER SHARE | GROWTH | GOALS | TOTAL | SERVICE | FAD (1) | 3-YR TSR | TOTAL | MAXIMUM | | Bolton Former CEO | $881,250 | $1,652,344 | $550,781 | N/A | $2,203,125 | $793,125 | $2,379,375 | $3,965,625 | $7,138,125 | $10,222,500 | | Hill CEO and President | $718,750 | $1,347,656 | $673,900 | $421,188 | $2,442,744 | $707,250 | $2,121,750 | $3,536,250 | $6,365,250 | $9,526,744 | | Holder CFO | $524,998 | $656,248 | $328,124 | $205,064 | $1,189,436 | $236,249 | $708,747 | $1,181,246 | $2,126,242 | $3,840,676 | | DelPriore CAO and GC | $600,508 | $780,660 | $390,330 | $243,986 | $1,414,976 | $330,279 | $990,838 | $1,651,397 | $2,972,514 | $4,987,998 | | Argo CSAO | $474,998 | $546,248 | $273,124 | $170,714 | $990,086 | $170,999 | $512,998 | $854,996 | $1,538,993 | $3,004,077 | | Fairbanks Property Management | $420,910 | $441,956 | $220,978 | $138,101 | $801,035 | $126,273 | $378,819 | $631,365 | $1,136,457 | $2,358,402 |
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| (1) Maximum award opportunities for the FAD component of the 2025 LTIP increased to 200% of target in 2025 (vs. 150% of target in the 2024 LTIP). |
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| 2026 PROXY STATEMENT | 50 | | | |
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2025 NEO COMPENSATION REALIZED 2025 MAA PERFORMANCE The Compensation Committee believes it is important that executive compensation reflects the overall performance and health of the Company including both annual financial measures and long-term shareholder return and has, therefore, tied a substantial majority of our NEO’s compensation to performance measures. Below is a review of our performance during 2025. You can find more details in our Annual Report on Form 10-K filed with the SEC on February 6, 2026. OVERALL MAA FINANCIAL PERFORMANCE
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| | Initial 2025 Guidance | Actual 2025 | | | SS Property Revenue Growth | -0.35% to 1.15% | -0.1% | | | SS Operating Expense Growth | 2.45% to 3.95% | 2.0% | | | SS NOI Growth | -2.15% to -0.15% | -1.4% | See page 83 for a reconciliation of Net income available for MAA common shareholders to NOI (including SS NOI), and an expanded discussion of the components of NOI. | | Earnings per Common Share –Diluted | $5.51 - $5.83 | $3.78 | | | Core FFO per Share –Diluted | $8.61 - $8.93 | $8.74 | See page 83 for a reconciliation of Net income available for MAA common shareholders to Core FFO and an expanded discussion of the components of Core FFO. |
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RETURNS TO SHAREHOLDERS
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| COMMON DIVIDENDS | ✓ Declared our 128th consecutive common dividend in December 2025 (paid in January 2026) ✓ Returned approximately $709 million to common shareholders in the form of cash dividends during 2025 ✓ Annual common dividend rate increased 3.06% from $5.88 in 2024 to $6.06 in 2025 | | | | ANNUAL DIVIDEND PAID PER COMMON SHARE | | | | | TSR | We use TSR as a measure of the financial value we create for shareholders as TSR combines share price appreciation and the reinvestment of dividends to provide an annualized percentage of the total performance of shares of stock over time. | | | | ONE YEAR TSR | In 2025, MAA underperformed the S&P 500 Index, but outperformed the Dow Jones U.S. Real Estate Apartments Index, an apartment sector index. | MAA | -6.3% | | | | Dow Jones U.S. Real Estate Apartments Index | -8.5% | | | | S&P 500 Index | 17.9% | | FIVE YEAR CUMULATIVE TSR | The chart to the right shows how a $100 investment in MAA common stock on December 31, 2020 would have grown to $130.43 on December 31, 2025, with dividends reinvested quarterly. The chart also compares the total shareholder return on our common stock to the same investment in the S&P 500 Index and the Dow Jones U.S. Real Estate Apartments Index. | | |
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| 2026 PROXY STATEMENT | 51 | | | |
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COMPENSATION INCENTIVE PLAN PERFORMANCE METRIC RESULTS The charts below compare the actual performance results of the financial and market metrics in our executive incentive plans that had performance periods ending on December 31, 2025, to the performance award range established in the respective plan.
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| 2025 AIP CORE FFO PER SHARE | | | | | | | | $8.61 | $8.74 | $8.77 | | $8.93 | Performance range equals initial 2025 guidance | | | Threshold | Actual | Target | | Maximum | | | | 2025 AIP SS NOI GROWTH | | | | | | | | -2.15% | -1.36% | -1.15% | | -0.15% | Performance range equals initial 2025 guidance | | | Threshold | Actual | Target | | Maximum | | | | 2025 LTIP FAD (in millions) | | | | | | | | $666.50 | | $685.71 | $696.08 | $704.91 | Performance range equals FAD underlying initial 2025 guidance | | | Threshold | | Target | Actual | Maximum | | | | 2023 LTIP RELATIVE ANNUALIZED 3-YR TSR (1) | | | | | | | | -1.47% | -0.07% | | 4.07% | | 8.07% | Target based on the Dow Jones U.S. Real Estate Apartments Index, threshold at -400 bps and maximum at +400 bps. Capped at target when our return is negative | | Actual | Threshold | | Target | | Maximum | |
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| (1) To eliminate the impact of any one market day’s price volatility, the calculations for TSR under the 2023 LTIP utilize the average of dividend-adjusted daily closing stock prices during the months of December 2022 and December 2025 as the beginning and ending values for the calculations. |
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See page 83 for a reconciliation of Net income available for MAA common shareholders to Core FFO per Share (as calculated under the 2025 AIP) and FAD (as calculated under the 2025 LTIP), and an expanded discussion of the components of Core FFO per Share and FAD. 2025 DIRECT NEO COMPENSATION REALIZED In February 2026, the Compensation Committee reviewed the performance under the compensation incentive plans for our executive officers to determine awards earned thereunder. The following discussion reviews the total compensation realized by our Executive Chairman, CEO and other NEOs for 2025. 2025 FINANCIAL METRICS The Compensation Committee noted that the results of the performance financial metrics varied (see the Compensation Incentive Plan Performance Metric Results section on page 52), noting Core FFO per Share and SS NOI Growth both performed between threshold and target and FAD performed between target and maximum. The Compensation Committee determined no adjustments allowable under the 2025 AIP were warranted and awarded the corresponding opportunities to actual results for Core FFO per Share, SS NOI Growth and FAD metrics. MARKET METRIC The performance period for the 2023 LTIP TSR metric concluded on December 31, 2025. Under the 2023 LTIP, awards for the market metric, a three-year compounded annualized relative total shareholder return, are dependent on a range of results based on the comparable performance of the Dow Jones U.S. Real Estate Apartments Index with target set at the index performance, threshold set at 400 basis points below the index performance and maximum set at 400 basis points above the index performance. At its February 2026 meeting, the Compensation Committee reviewed the results of the market metric under the 2023 LTIP, noting that MAA’s three-year compound annualized TSR, as calculated under the 2023 LTIP, performed below the threshold level and therefore no awards were earned with respect to that metric.
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| 2026 PROXY STATEMENT | 52 | | | |
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2025 FUNCTIONAL GOALS The Compensation Committee also reviewed the achievement of individual functional goals as previously set in the beginning of 2025 for NEOs under the 2025 AIP. The committee determined that, in alignment with our overall performance for the year, some goals related to our financial guidance for 2025 were either not met or were not fully met. The Compensation Committee also determined that each NEO’s goals related to corporate sustainability were materially met. The Compensation Committee discussed with our CEO the performance of our other NEOs (other than our Executive Chairman). While the Compensation Committee also discussed Mr. Bolton’s goals amongst the committee members, no awards under the 2025 AIP were tied to the achievement of his functional goals as his incentive plan was 100% based on Company performance. Following these discussions, the Compensation Committee made the following determinations in regards to the level of completion of our NEOs’ functional goals under the 2025 AIP. H. ERIC BOLTON, JR. Mr. Bolton was not eligible for an award under the 2025 AIP related to achievement of functional goals.