Mid America Apartment Communities Inc DEF 14A, filed Apr 1, 2025

Mid America Apartment Communities Inc. (MAA)

DEF 14A 2025-04-01 For: 2025-05-20

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Added on June 12, 2026

About this DEF 14A

Mid America Apartment Communities Inc filed this DEF 14A on April 1, 2025.

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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

☒	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

	Sincerely,



	H. Eric Bolton, Jr.
	Chairman of the Board of Directors
	April 1, 2025

MEETING AND MATERIALS
Annual Meeting			2025 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc.
Annual Meeting Notice			Notice of 2025 Annual Meeting of Shareholders
Annual Report			Annual Report to Shareholders for the Year Ended December 31, 2024
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, 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
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
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
CEO			Chief Executive 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 2026 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

INTRODUCTION		Pages 4-8
4	Notice of 2025 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
15	Additional Board Governance
22	Process for Identifying and Selecting Director Nominees
24	Director Nominees for Election
36	Non-Management Director Compensation

PROPOSAL 2: EXECUTIVE COMPENSATION		Pages 39-68
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		Pages 69-72
70	Audit and Non-Audit Fees
70	Audit Committee Policies
72	Audit Committee Report

SECURITIES OWNERSHIP		Pages 73-74
73	Securities Authorized for Issuance Under Equity Compensation Plans
73	Security Ownership of Certain Beneficial Owners
74	Security Ownership of Management

GENERAL INFORMATION		Pages 75-79
75	Meeting Information
76	Voting Information
77	Meeting Materials Information
79	Matters Related to the 2026 Annual Meeting of Shareholders
79	Questions

NON-GAAP FINANCIAL MEASURES		Pages 80-81

OTHER MATTERS		Pages 82

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
	ITEMS OF BUSINESS		Board Recommendation	Page	MEETING INFORMATION

	1.	Elect the 11 Director Nominees named in the Proxy Statement to serve until the 2026 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 20, 2025	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/MAA2025. 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 2025.	✔ FOR	69		Shareholders of record at the close of business on Friday, March 14, 2025, 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 2025 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 Senior Vice President, Chief Ethics and Compliance Officer and Corporate Secretary April 1, 2025 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2025 The following materials are available at http://materials.ProxyVote.com/59522J • Notice of the Annual Meeting of Shareholders to be held on May 20, 2025 • 2025 Proxy Statement • Annual Report to Shareholders for fiscal year ended December 31, 2024 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 1, 2025.					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/MAA2025.
					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

	✓	Under our mandatory age limitation policy to support director refreshment, Thomas H. Lowder and James K. Lowder 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.
	✓	Sheila K. McGrath was appointed to the Board in September 2024 as part of our long-term director succession plans. She is presented in this Proxy Statement as a nominee for shareholder election. You can find detailed information on Ms. McGrath on Pages 24-25 and 33.
	✓	Brad Hill, Chief Executive Officer since April 1, 2025, is presented in this Proxy Statement as a nominee for shareholder election. You can find detailed information on Mr. Hill on Pages 24-25 and 31. H. Eric Bolton, Jr. transitioned to Executive Chairman and will continue as Chairman of the Board, should he be elected by shareholders.
	✓	Should all of the director nominees be elected by shareholders, the size of the Board will decrease to 11 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.
	✓	We updated our Insider Trading Policy and Special Trading Procedures for Insiders for amendments made by the SEC to Rule 10b5-1 that became effective February 27, 2023. MAA insiders have been in compliance with the amended SEC rule since its effective date. However, in 2024, the Audit Committee determined, for governance purposes, that it was appropriate to incorporate the specific Rule 10b5-1 requirements into our written procedures. The Insider Trading Policy and Special Trading Procedures for Insiders can be found as Exhibit 19 – Statement of Company Policy on Insider Trading and Disclosure to our Annual Report on Form 10-K filed on February 7, 2025.

CYBERSECURITY	Discussions on Board and Audit Committee oversight of our cybersecurity platform can be found in this Proxy Statement on pages 9-10 and 14. 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 7, 2025. https://www.sec.gov
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 7, 2025. 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 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
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 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 Compensation	Nominating and Corporate Governance Real Estate Investment
COMMUNICATE WITH THE BOARD	You can use the address to the right to contact the Board. Please indicate the appropriate recipient.		MAA ATTN: [Board or Group Name] c/o Corporate Secretary 6815 Poplar Ave., Ste. 500 Germantown, TN 38138
	Board Committee(s)	Independent Directors Non-Management Directors

DIRECTOR NOMINEES	AGE	GENDER	RACE	TENURE	OTHER PUBLIC BOARDS	POSITION	COMMITTEES (Pending Election)
DIRECTOR NOMINEES	AGE	GENDER	RACE	TENURE	OTHER PUBLIC BOARDS	POSITION	A	C	NCG	REI
H. Eric Bolton, Jr. Chairman MANAGEMENT	68	M	W	1997	1	Executive Chairman of MAA				CHAIR
Deborah H. Caplan INDEPENDENT	62	F	W	2023	2	Past EVP, Human Resources and Corporate Services of NextEra Energy, Inc.		CHAIR	✓
John P. Case INDEPENDENT	61	M	W	2023	1	Past CEO, President and CIO of Realty Income Corp.		✓		✓
Tamara Fischer INDEPENDENT Financial Expert	69	F	W	2023	2	Executive Chairman of National Storage Affiliates Trust	✓			✓
Alan B. Graf, Jr. LEAD INDEPENDENT Financial Expert	71	M	W	2002	None	Past EVP and CFO of FedEx Corporation	CHAIR
Brad Hill MANAGEMENT	49	M	W	2025 If elected	None	Chief Executive Officer and President of MAA				✓
Edith Kelly-Green INDEPENDENT Financial Expert	72	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	60	F	W	2024	3	Past Senior Managing Director of Evercore ISI		✓		✓
Claude B. Nielsen INDEPENDENT	74	M	W	2013	None	Past Chairman of the Board of Directors and CEO of Coca-Cola Bottling Company United, Inc.		✓	CHAIR
Gary S. Shorb INDEPENDENT	74	M	W	2012	None	Executive Director of the Urban Child Institute Past President and CEO of Methodist Le Bonheur Healthcare	✓		✓
David P. Stockert INDEPENDENT	63	M	W	2016	None	Past CEO and President of Post Properties, Inc.			✓	✓

INDEPENDENCE	AGE Average = 68 Range = 25 yrs	TENURE Range = 23 yrs	GENDER	RACE

	2024 AIP CORE FFO PER SHARE Performance range equals initial 2024 guidance.		2024 LTIP FAD (in millions) Performance range equals FAD underlying initial 2024 guidance.
	2024 AIP SS NOI GROWTH Performance range equals initial 2024 guidance.		2022 LTIP ANNUALIZED 3-YR TSR Target based on the Dow Jones U.S. Real Estate Apartments Index.

								TOTAL		TOTALS AS AWARDED
	2024	2024 AIP					2022 LTIP	DIRECT			SHARES OF
	SALARY	CORE FFO	SS NOI	FUNCTIONAL	2024 LTIP (1)		3-YR TSR	COMPENSATION			RESTRICTED
	RECEIVED	PER SHARE	GROWTH	GOALS	SERVICE	FAD	(2)	REALIZED (3)	TARGET (4)	CASH	STOCK
Bolton, CEO	$946,908	$1,422,211	$450,355	N/A	$1,330,693	$2,259,041	$-	$6,409,208	$8,533,268	$2,819,474	23,224
Holder, CFO	$417,755	$ 212,378	$100,877	$102,876	$ 149,005	$ 252,877	$-	$1,235,768	$1,486,646	$ 833,886	2,600
Campbell, Former CFO	$377,061	N/A	N/A	N/A	N/A	N/A	$-	$ 377,061	$ 366,545	$ 377,061	-
Hill, President & CIO	$596,162	$ 450,006	$213,749	$196,450	$ 421,049	$ 714,732	$-	$2,592,147	$3,300,043	$1,456,367	7,348
DelPriore, GC & CAO	$582,259	$ 378,961	$180,004	$170,533	$ 374,987	$ 636,674	$-	$2,323,418	$2,944,241	$1,311,757	6,545
Argo, CSAO	$383,910	$ 173,076	$ 82,210	$ 73,306	$ 107,890	$ 183,165	$-	$1,003,557	$1,192,302	$ 712,502	1,883

AUDIT COMMITTEE PRACTICES		MAA PRACTICES
✔	Sole authority to appoint or replace the independent registered public accounting firm	✔	Will not hire an individual who is concurrently an employee of the independent registered public accounting firm
✔	Pre-approves all auditing services	✔	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
✔	Pre-approves all permitted non-audit services	✔	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
✔	Annual evaluation of independent registered public accounting firm’s performance	✔	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
✔	Routine separate executive sessions with representatives of the independent registered public accounting firm as well as with management and the Director of Internal Audit	✔	Disclose all individuals hired who previously served on our independent registered public accounting firm’s audit engagement team to the Audit Committee
✔	Maintains an anonymous whistleblower platform
✔	Ensures the rotation of the lead audit partner and audit engagement team members of the independent registered public accounting firm
✔	All members of the Audit Committee are independent
✔	Three Audit Committee members who qualify as financial experts

	2024	2023
Audit Fees	$2,314,925	$ 2,100,000
Audit-Related Fees	-	-
Tax Fees	534,863	396,764
All Other Fees	-	-
Total Fees	$2,849,788	$ 2,496,764

MATTER TO BE VOTED Election of the 11 Director Nominees named herein to serve until the 2026 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 Claude B. Nielsen	Gary S. Shorb 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.

	BOARD RECOMMENDATION
	The Board recommends you vote “FOR” each Director Nominee

AUDIT COMMITTEE		COMPENSATION COMMITTEE
✔	Accounting practices and policies	✔	Executive compensation
✔	Internal controls over financial reporting	✔	Non-employee Director compensation
✔	Tax, including REIT compliance	✔	Overall compensation practices and policies for all associates
✔	Fraud assessments	✔	Independence of compensation consultant
✔	Financial policies
✔	Internal and external audits	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
✔	Cybersecurity and data privacy	✔	Corporate governance
✔	Ethics and compliance programs	✔	Independence of Board
✔	Related party transactions	✔	Conflicts of interest
✔	Whistleblower submissions and investigations	✔	Board and committee composition
✔	Independence of independent registered public accounting firm	✔	Political contributions
✔	Corporate responsibility controls and disclosures	✔	CEO and director succession planning

Name		Age (1)	Gender	Director Since		MAA Committee Memberships
Name		Age (1)	Gender	Director Since	Race	Audit	Compensation	Nominating & Governance	Real Estate Investment
H. Eric Bolton, Jr. Chairman	CEO Management	68	Male	1997	White				Chair
Deborah H. Caplan	Independent	62	Female	2023	White		Chair	X
John P. Case	Independent	61	Male	2023	White		X		X
Tamara Fischer	Independent	69	Female	2023	White	Financial Expert			X
Alan B. Graf, Jr.	Lead Independent	71	Male	2002	White	Chair Financial Expert
Edith Kelly-Green	Independent	72	Female	2020	African American	Financial Expert		X
James K. Lowder (2)	Independent	75	Male	2013	White			X	X
Thomas H. Lowder (2)	Independent	75	Male	2013	White		X		X
Sheila K. McGrath	Independent	60	Female	2024	White		X		X
Claude B. Nielsen	Independent	74	Male	2013	White		X	Chair
W. Reid Sanders (3)	Independent	75	Male	2010	White	X
Gary S. Shorb	Independent	74	Male	2012	White	X		X
David P. Stockert	Independent	63	Male	2016	White			X	X

LEAD INDEPENDENT DIRECTOR			INDEPENDENT DIRECTOR EXECUTIVE SESSIONS
The Lead Independent Director provides a non-management contact for matters concerning the CEO and ensures that Board agendas and discussions cover all topics of interest or concern to the Independent Directors without being filtered by management. The Lead Independent Director also oversees the Independent and Non-Management meetings and has direct access to any member of the executive leadership team, the Board Secretary, the company’s independent registered accounting firm as well as other external experts.			Led by the Lead Independent Director, these meetings provide a forum to ensure candid discussions are held and concerns can be identified and voiced. The Independent Directors can also share with the Lead Independent Director topics they would like management to bring to future meetings or for which to provide more in depth or additional materials.

SUPERMAJORITY OF INDEPENDENT DIRECTORS			100% INDEPENDENT AUDIT, COMPENSATION AND NOMINATING AND CORPORATE GOVERNANCE COMMITTEES
Having a supermajority of Independent directors provides diverse viewpoints and perspectives for Board discussions and decisions as well as ensuring strong oversight of the CEO and executive management.			Having the Audit, Compensation and Nominating and Corporate Governance Committees comprised of only Independent directors provides for better controls and oversight of critical areas of Board responsibilities.

4	Board \| 4 Non-Management \| 4 Independent
7	Audit Committee
6	Compensation Committee
5	Nominating and Corporate Governance Committee
7	Real Estate Investment Committee

	AUDIT COMMITTEE 5 Members during 2024 100% Independent 7 Meetings in 2024 3 Financial Experts		Generally, the Board has charged the Audit Committee with overseeing the integrity of MAA’s financial statements, MAA’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of MAA’s Internal Audit Department and independent registered public accounting firm, the oversight of MAA’s cybersecurity and corporate responsibility efforts, and pre-clearance of related party transactions.

✓	Appoint, determine the compensation of, oversee and evaluate the work of the independent registered public accounting firm	✓	Review with management and the independent registered public accounting firm our compliance with the requirements for qualification as a REIT
✓	Review and discuss with management and the independent registered public accounting firm the annual audited and quarterly unaudited financial statements and our disclosure under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K	✓	Meet with management responsible for oversight of the Company’s cybersecurity, crisis management and enterprise risk management programs at least annually to discuss the Company’s cybersecurity risks, including a review of the endeavors management has undergone to identify, assess, monitor and address those risks as well as response and recovery plans to address cybersecurity incidents
✓	Discuss earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, and discuss generally the financial information and earnings guidance which has been or will be provided to analysts and rating agencies	✓	Conduct prior reviews of related party transactions as described in NYSE Rule 314.00 and prohibit such transactions if determined to be inconsistent with the interests of MAA and its shareholders
✓	Review and discuss with management and the independent registered public accounting firm the adequacy and effectiveness of our systems of internal accounting and financial controls	✓	Meet with management at least annually regarding corporate responsibility strategies and programs and review related disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures
✓	Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters	✓	Review and reassess annually the Audit Committee Charter and submit any recommended changes to the Board for its consideration
		✓	Issue a report annually as required by the SEC’s proxy solicitation rules

✓	Review and approve our compensation objectives	✓	Act as administrator, as may be required, for our equity-related incentive plans
✓	Annually review and recommend the compensation programs, plans, and awards for the CEO to the Board and review and approve the same for the other executive officers, after taking into consideration any past “Say-on-Pay” votes by our shareholders	✓	Review and discuss with management the information contained in the Compensation Discussion and Analysis section of the Proxy Statement
✓	Review and approve any employment and severance arrangements and benefits of the CEO and other executive officers	✓	Assess the independence of, retain and oversee compensation consultants, outside counsel and other advisors assisting the committee with the performance of its duties
✓	Recommend to the Board how often MAA should submit the “Say-on-Pay” vote to shareholders	✓	Review and reassess annually the Compensation Committee Charter and recommend any proposed changes to the Board for approval
✓	Recommend the compensation for non-employee directors to the Board	✓	Issue a report annually related to executive compensation, as required by the SEC’s proxy solicitation rules
✓	Evaluate and oversee risks associated with the company’s compensation policies and practices	✓	Review and discuss with management information related to pay equity amongst associates

✓	Provide assistance and oversight in identifying qualified individuals to serve as members of the Board and make recommendations to the Board regarding the selection and approval of the Director Nominees to be submitted for a shareholder vote at the annual meeting of shareholders	✓	Review considerations relating to Board composition and develop and recommend criteria for membership including diversity, independence, experience, expertise and skills to the Board for its approval
✓	Review the qualification and performance of incumbent Directors to determine whether to recommend them as Director Nominees for re-election	✓	Review potential Director conflicts of interest
✓	Review and consider candidates for Directors who may be suggested by any Director or executive officer, or by any shareholder if made in accordance with our charter, bylaws and applicable law	✓	Review and recommend to the Board appropriate corporate governance principles that best serve the practices and objectives of the Board
✓	Provide assistance and oversight in recruiting and recommending qualified nominees for new or vacant positions on the Board	✓	Review the orientation process and the continuing education program for all Directors, as may be required by applicable listing standards or other regulatory requirements
✓	Make committee membership recommendations to the Board	✓	Oversee succession planning for both the Board and CEO, and routinely obtain input from and update the full Board on succession plan reviews
✓	Oversee the annual evaluation of the effectiveness of the current policies and practices of the Board and its committees	✓	Annually review political contributions made by MAA
		✓	Review and reassess annually the Nominating and Corporate Governance Committee Charter and submit any proposed changes to the Board for approval

✓	Consider and approve or disapprove specific property acquisitions presented by management which fall within the individual and aggregate committee approval levels as periodically established by the Board	✓	Refer and make a recommendation to the Board regarding proposed transactions which fall outside of the individual or aggregate approval levels as periodically established by the Board
✓	Consider and approve or disapprove the acquisition of land and subsequent initiation of construction for development projects presented by management which fall within the individual and aggregate committee approval levels as periodically established by the Board	✓	Consider and approve or disapprove disposition of individual properties not listed as a potential disposition property in the annual strategic plan as reviewed and approved by the Board as well as any property for which the disposition would result in materially lower net proceeds than previously
		✓	Review and reassess annually the Real Estate Investment Committee Charter and submit to the Board any recommended change

INDEPENDENT EXTERNAL DIRECTOR COMPENSATION CONSULTANT			NO DIRECTOR COMPENSATION FOR EMPLOYEES
The Board periodically engages an independent external compensation consultant to benchmark non-employee Director compensation and makes recommendations to the Compensation Committee on appropriate compensation packages. The consultant advises on both the size, form and mix of compensation components and provides no services to MAA outside of executive and non-employee Director compensation analysis and advice.			Directors who are also employees of MAA receive no compensation for serving on the Board. CAPS ON NON-EMPLOYEE DIRECTOR COMPENSATION
			Under the 2023 Omnibus Incentive Plan approved by shareholders at the 2023 Annual Meeting of Shareholders, the total value of cash paid to a Director in one calendar year cannot exceed $300,000 and the total value of equity awards granted to a Director in one calendar year cannot exceed $500,000.

DIRECTOR INDEPENDENCE			NON-MANAGEMENT AND INDEPENDENT DIRECTOR MEETINGS
9 out of 11 Director Nominees are Independent			Non-Management Directors are required to meet in executive session at regularly scheduled Board meetings and Independent Directors are required to meet at least once a year. The Board believes this provides a forum for open and candid discussion on matters or concerns involving management.
At least a majority of Directors on the Board must be independent to provide appropriate oversight of management’s actions and contribute a variety of experiences and perspectives to strategy discussions.
OTHER PUBLIC BOARD SERVICE
Highest number of other public board service by any Director is 3			BOARD ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
Directors can only serve on a total of three other public boards (or boards for companies required to file periodic reports with the SEC). In addition, Directors must notify the Nominating and Corporate Governance Committee before accepting any new directorship to a public board so that the Board can evaluate if a conflict of interest would exist and consider whether the Director will have sufficient time to continue to provide quality service to the Board and our shareholders.			The Board and its committees have full and free access to all associates and the authority to engage independent advisors without notifying or receiving approval from MAA.
			ATTENDANCE AT ANNUAL MEETING
			Directors are encouraged to attend annual meetings of shareholders. All directors then in office attended the 2024 Annual Meeting of Shareholders.
			MINIMUM SHARE OWNERSHIP
RESIGNATION UPON EMPLOYMENT CHANGE			100% compliance with share ownership requirements
Directors who have a change in employer or significant change in job responsibilities must submit an offer of resignation from the Board and all committees for consideration. This allows the Board to evaluate the specific contributions of the Director and consider whether the change may impact the Director’s ability to continue to provide quality service to the Board and representation for our shareholders.			Within five years of appointment, non-employee Directors must own five times the annual cash retainer fee in shares of MAA stock or the equivalent. The CEO must own three times his base salary and other NEOs must own two times their respective base salary within three years of appointment to their respective position. The Board believes share ownership in MAA better aligns the interests of Directors and management with those of our shareholders.

MANDATORY RETIREMENT AGE			HOLDING PERIOD REQUIREMENT
Mandatory retirement at age 75 with no waivers allowed			100% compliance with holding period requirement
Directors are ineligible for nomination for re-election once they reach the mandatory retirement age. Having a mandatory retirement age drives Board refreshment, allows for thoughtful succession planning over a longer period of time and acknowledges that a Director’s knowledge and contributions may become stale as he or she is further removed from active employment. Under the current Corporate Governance Guidelines, the Board does not have the authority to grant a waiver to the mandatory retirement age and there are no Directors or Director Nominees that are 75 or older.			NEOs are required to retain ownership of at least 50% of the number of net shares, after the payment of taxes, acquired through equity incentive plans until they retire, otherwise terminate or are no longer serving as an NEO. The Board believes requiring equity ownership over time helps to ensure a focus on long-term results.
			DIRECTOR EDUCATION
Under the mandatory retirement age, Messrs. J. Lowder and T. Lowder are ineligible to be nominated by the Board for shareholder election at the Annual Meeting and have, therefore, not been listed as Director Nominees in this Proxy Statement.			Directors are encouraged to attend accredited director education programs for which expenses are reimbursed by MAA. In addition, educational materials and presentations by external experts are periodically provided to the Board and its committees on various topics of interest and evolving areas.
MAJORITY VOTE
Lowest Director approval of 81.1% of shares voted for in 2024			ANONYMOUS ANNUAL PERFORMANCE EVALUATIONS
Incumbent Directors must tender their resignation to the Board for consideration if they fail to receive a majority of the vote for re-election in an uncontested election.			The Nominating and Corporate Governance Committee oversees the anonymous evaluation by Directors of the performance of the Board and each of their respective committees on an annual basis. Results are reviewed and discussed by each committee and the Board as a whole.
FREQUENCY OF MEETINGS
4 Board meetings in 2024			ANNUAL REVIEW
The Board is required to meet at least four times a year.			The Corporate Governance Guidelines are approved by the Board and required to be reviewed annually by the Nominating and Corporate Governance Committee.
COMPLIANCE WITH ETHICS AND COMPLIANCE POLICIES
No waivers granted
Directors and NEOs are required to comply with all MAA ethics and compliance policies. Any waivers must be approved by disinterested members of the Board and publicly disclosed.

1	2	3

The process to present a Director Nominee for shareholder approval begins with INPUT from various sources on the attributes that the Board as a whole needs in order to successfully execute its roles and responsibilities in the best interests of our shareholders.	The Nominating and Corporate Governance Committee considers the attributes needed by the Board as a whole and combines that with additional considerations as part of its ongoing SUCCESSION PLANNING efforts	The Nominating and Corporate Governance Committee combines the key criteria identified through its succession planning efforts and creates a CANDIDATE PROFILE for Director searches and nominee recommendations


INVESTOR ENGAGEMENTS Changes in shareholder interests and priorities may require new attributes or change the prioritization of certain attributes over time BOARD APPROVED STRATEGY Evolutions of our multi-year strategy may require new expertise not previously represented on the Board for appropriate oversight of strategy execution and risk management ANNUAL BOARD AND COMMITTEE SELF-ASSESSMENTS Feedback from current Directors regarding the balance of qualifications and needs, among other matters, is incorporated BUSINESS TRENDS Changing industry and general business developments may require new attributes to provide guidance on new competitive frontiers or for effective risk management ANNUAL SHAREHOLDER VOTE Results of prior year Director elections can provide insight on shareholder satisfaction with individual Director and Board performance as well as governance matters important to our shareholders	KEY KNOWLEDGE AND EXPERIENCE The specific knowledge and abilities required for the Board and its committees to execute their responsibilities to MAA are continually updated over time. The areas of expertise and experience our Board currently feels are particularly relevant to MAA and should be possessed by one or more Directors are: ◾ Real Estate Industry – Investment ◾ Real Estate Industry – Development/Construction ◾ Strategic Planning and Oversight ◾ Risk Oversight ◾ Cybersecurity ◾ Public Company Platform ◾ Capital Markets ◾ Financial Literacy ◾ Large Organization Leadership and Human Capital Development ◾ Corporate Governance DIRECTOR DEPARTURES Planned retirements and unexpected departures are considered to identify any potential gaps in Board attribute needs and timelines to add new Directors BOARD GOVERNANCE Various governance matters such as Board size and Director independence are considered in regards to MAA policies as well as peer and industry best practices to allow for efficient and effective Board functioning REGULATORY REQUIREMENTS (SEC, NYSE) Regulations are considered to ensure compliance with all relevant public company and listing exchange requirements	SPECIFIC CRITERIA Specific criteria for an individual Director appointment or nominee are identified based on the results of succession planning analysis ABILITY TO SERVE The ability to provide quality service to the Board and represent our shareholders is evaluated. Factors considered include: ◾ Time availability ◾ Independence status ◾ Other public board commitments ◾ Schedule flexibility CONFLICTS OF INTEREST Current relationships that may create potential conflicts of interest with service on the Board are evaluated GENERAL CHARACTERISTICS Certain personal characteristics are required of every Director to provide quality representation for our shareholders and set the correct tone from the top for MAA’s culture These characteristics include: ◾ High personal and professional integrity, ethics and values ◾ Mature wisdom and sound judgement ◾ Inquiring and independent analysis ◾ Ability to objectively appraise management performance ◾ Willingness to represent the best interests of shareholders ◾ History of achievement reflecting superior standards
DIVERSITY The Board believes that diversity provides a breadth of knowledge, perspectives, experiences and opinions that contribute to a stronger Board. The Board and the Nominating and Corporate Governance Committee are dedicated to expanding diversity of personal attributes such as age, gender, race and ethnicity. We believe having diverse representation enhances the Board’s leadership effectiveness, attracts highly qualified associates, is more appealing to residents, enhances discussions of the Board and cultivates better decisions.

4	5	6 Continuous process

The candidate profile is used to guide the IDENTIFICATION of POTENTIAL CANDIDATES from various sources	The Nominating and Corporate Governance Committee pursues targeted candidates to SELECT a Director Nominee	The selected candidates are APPOINTED or recommended as DIRECTOR NOMINEES for shareholder approval


INTERNAL RECOMMENDATIONS Potential candidates may be recommended by current or past Directors or members of executive management EXTERNAL SEARCH FIRMS From time to time, the Nominating and Corporate Governance Committee may engage an external search firm to assist in identifying potential candidates that meet the candidate profile SPECIALIZED OUTREACH The Board or executive management may request recommendations from various external sources such as industry organizations DIRECT INQUIRIES From time to time the Nominating and Corporate Governance Committee may receive communications from individuals interested in serving on our Board SHAREHOLDER RECOMMENDATIONS The Nominating and Corporate Governance Committee will consider recommendations received by shareholders when done so in compliance with our bylaws (see page 79 for more information)	ASSESS INTEREST Generally, a member of the Board or a consultant (if an external search firm is being utilized) will contact target candidates to assess their interest in potentially joining the Board INTERVIEWS Interested candidates will meet with members of the Board as well as members of management so they can learn more about MAA and the Nominating and Corporate Governance Committee can receive additional input to ascertain the candidate’s ability to serve as an engaged and beneficial member of the Board	DIRECTOR APPOINTMENT From time to time, the Nominating and Corporate Governance Committee may feel it is appropriate to appoint a new Director prior to an annual meeting of shareholders (e.g., to meet a regulatory requirement, allow for overlap with a departing Director or due to other considerations). In these instances, the Director will serve until the next annual meeting of shareholders at which meeting the Director would be presented as a Director Nominee for shareholder approval pending a recommendation from the Nominating and Corporate Governance Committee to the Board to list the Director as a Director Nominee DIRECTOR NOMINEE The Board, upon recommendation by the Nominating and Corporate Governance Committee as a result of the process to identify and select Director Nominees, will present Director Nominees for approval by shareholders at the annual meeting of shareholders ANNUAL ELECTIONS All Directors must be re-nominated for shareholder approval on an annual basis ONBOARDING In anticipation of an appointment or following election by shareholders at an annual meeting of shareholders, a new Director will participate in various meetings with management and Board groups in order to learn more about the Board and committee procedures, MAA’s operations and long-term strategy and other various matters

	DEMOGRAPHICS
DIRECTOR NOMINEE	INDEPENDENCE	AGE	TENURE	GENDER	RACE/ ETHNICITY	POSITION
H. Eric Bolton, Jr.	Management	68	1997	Male	White	Executive Chairman of MAA and Chairman of the Board
Deborah H. Caplan	Independent	62	2023	Female	White	Past EVP, Human Resources and Corporate Services, NextEra Energy, Inc.
John P. Case	Independent	61	2023	Male	White	Past CEO, President and CIO of Realty Income Corporation
Tamara Fischer	Independent	69	2023	Female	White	Executive Chairman of National Storage Affiliates Trust
Alan B. Graf, Jr.	Lead Independent	71	2002	Male	White	Past EVP and CFO of FedEx Corporation
Brad Hill	Management	49	2025 If elected	Male	White	CEO and President of MAA
Edith Kelly-Green	Independent	72	2020	Female	African American	Founding Partner of JKG Properties LLC and The KGR Group Past VP and Chief Sourcing Officer of FedEx Express
Sheila K. McGrath	Independent	60	2024	Female	White	Past Senior Managing Director of Evercore ISI
Claude B. Nielsen	Independent	74	2013	Male	White	Past Chairman of the Board of Directors and Past CEO of Coca-Cola Bottling Company United, Inc.
Gary S. Shorb	Independent	74	2012	Male	White	Executive Director of the Urban Child Institute Past President and CEO of Methodist Le Bonheur Healthcare
David P. Stockert	Independent	63	2016	Male	White	Past CEO and President of Post Properties, Inc.

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	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. 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.

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 4/1/2024, 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.

ALAN B. GRAF, JR. Past EVP and CFO, FedEx Corporation		Director Since: June 2002 Age as of the Annual Meeting: 71 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.