Alan B. Graf, Jr.
About Alan B. Graf, Jr.
Alan B. Graf, Jr. is MAA’s Lead Independent Director and Audit Committee Chair, designated as an SEC “financial expert.” He is 71 years old as of the May 20, 2025 annual meeting and has served on MAA’s board since June 2002. Graf is the former EVP and CFO of FedEx Corporation (1998–2020), with prior roles as CFO of FedEx Express (1991–1998) and earlier finance leadership positions after joining FedEx in 1980. He currently has no other public company directorships and is independent under NYSE and SEC standards applicable to audit committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | EVP & CFO; Executive Committee member | 1998–2020 | Led global financial planning, treasury, tax, accounting and controls, internal audit, investor relations; strategic vision and risk oversight |
| FedEx Express (predecessor) | EVP & CFO | 1991–1998 | Finance leadership; capital allocation and controls |
| FedEx | Senior Financial Analyst → multiple finance management roles | 1980–1991 | Progressively senior finance roles, foundation for CFO experience |
| Nike, Inc. | Director; Audit Committee Chairman | 2002–2024 | Public board audit chair experience; capital markets and governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University Foundation | Director | Current | Non-profit board service; education impact recognition |
| Methodist Le Bonheur Healthcare | Prior Chairman of the Board | Prior | Health system governance; community leadership |
| FedExFamilyHouse (Le Bonheur Children’s Hospital) | Founder/supporter | Ongoing | Corporate charity alignment experience relevant to MAA’s Open Arms Foundation |
Board Governance
- Roles and independence: Lead Independent Director; Audit Committee Chair; SEC-defined financial expert; independent under NYSE/SEC standards .
- Committee membership grid identifies Graf as Audit Committee Chair; not listed as member of other committees in pending election slate .
- Executive sessions: Independent and non-management sessions follow every routine board meeting; Graf presides and may convene additional sessions as needed .
- Meetings and attendance (2024): 4 Board, 4 Non-Management, 4 Independent; 7 Audit; 6 Compensation; 5 Nominating & Corporate Governance; 7 Real Estate Investment; each director attended >75% of meetings; average 97.4% attendance .
- Audit Committee composition and remit: Committee entirely independent; 3 financial experts; oversight of integrity of financial statements, compliance, auditor independence and performance, internal audit, cybersecurity and ESG oversight, pre-approval of related-party transactions; Graf chairs alongside Fischer, Kelly-Green, Shorb .
- Independence and limits: 9 of 11 nominees are independent; directors may serve on up to 3 other public boards and must notify for conflict/time assessment; mandatory retirement age 75 with no waivers .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024 actual) | $138,750 | Graf’s realized cash for 2024; service period rate mix across two periods |
| Annual Board Retainer (2024–2025 service) | $80,000 | Paid quarterly |
| Lead Independent Director fee (2024–2025 service) | $35,000 | Increased from $27,500 |
| Audit Committee Chair fee (2024–2025 service) | $30,000 | Increased from $25,000 |
| Audit Committee member fee (non-chair) | $12,000 | Chairs do not also receive member fee |
| Other committee fees (chair/member) | $22,500 (Comp Chair); $9,750 (Comp member); $20,000 (NCG Chair); $8,250 (NCG member); $8,500 (REI member) | Increased from prior service period |
| All Other Compensation (dividends on RS/RSU) | $6,877 (2024) | Dividends paid on unvested director equity/RSUs |
- Independent external consultant (Pearl Meyer) engaged to benchmark director pay; goal to align average total comp near peer median; director fees and equity grant increased for 2024–2025 service period .
- Omnibus Plan caps: Cash to a Director ≤$300k/year; equity awards ≤$500k/year .
Performance Compensation
| Equity Award Type | Grant Value/Units | Vesting | Performance Metrics | Dividend Treatment | Deferral Options |
|---|---|---|---|---|---|
| Restricted Stock (Annual Director Grant) | ~$170,000; 1,245 shares at $136.50 (May 21, 2024) | Time-based; vest end of annual term (May 21, 2025) | None; director equity is time-based only | Dividend equivalents paid on unvested shares/RSUs | Directors may elect to defer cash fees and/or equity grants into RSUs; paid in two annual installments post-retirement (stock or cash equivalent) |
- Graf’s 2024 Stock Awards grant-date fair value: $169,943 .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| None (current public boards) | — | — | No current public company interlocks |
| Nike, Inc. (former) | Director; Audit Committee Chairman | 2002–2024 | No evident operating conflict with MAA’s residential REIT business |
Expertise & Qualifications
- Financial expert; audit chair experience; capital markets, corporate governance, risk and cybersecurity oversight; large organization leadership; REIT structure familiarity .
- Public company platform and M&A experience; regulatory compliance; crisis management; human capital development .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Alan B. Graf, Jr. | 48,362 | <1% | Includes 35,924 shares held in a deferred compensation account |
| Shares Outstanding reference | 116,900,856 (as of Mar 14–15, 2024) | — | Reference base for percent calculations in ownership sections |
- Stock ownership guidelines: Directors must own 5× the annual cash retainer within five years; board reports 100% compliance with share ownership and holding period requirements .
- Hedging/pledging prohibited: Directors and covered persons may not hedge, short, use margin, or pledge MAA securities; a single grandfathered pledge (immaterial) will cease to be represented after annual meeting; no exceptions going forward .
Governance Assessment
- Board effectiveness: Graf’s dual role as Lead Independent Director and Audit Chair strengthens independent oversight, ensures robust executive sessions and direct access to auditors and management; audit charter assigns comprehensive financial reporting, cybersecurity, and ESG oversight to the committee he chairs .
- Alignment and incentives: Director pay structure balances fixed cash with time-based equity; use of independent consultant and plan-level caps support pay discipline; no performance-conditioned director equity avoids misalignment with independent oversight responsibilities .
- Independence and attendance: Full independence on key committees; high attendance norms (97.4% average; >75% for each director) support active engagement .
- Conflicts/related parties: Audit Committee pre-clears and can prohibit related-party transactions; no Graf-specific related-party disclosures or pledging; current absence of other public boards reduces potential interlocks .
- RED FLAGS: None disclosed specific to Graf. Hedging/pledging prohibited; no related-party transactions noted; mandatory retirement and board refreshment policies in place .
Summary compensation (2024): Fees $138,750; Stock Awards $169,943; Dividends on unvested equity $6,877; Total $315,569 .