Brad Hill
About Brad Hill
Brad Hill is Chief Executive Officer and President of Mid-America Apartment Communities (MAA), appointed effective April 1, 2025, after serving as President & Chief Investment Officer (CIO) since January 1, 2024; age 49 as of the May 20, 2025 annual meeting . He joined MAA in 2010 and progressed through leadership roles spanning new development, multifamily investing, lease-up operations, and development pipeline management, culminating in EVP/CIO in late 2021 and President & CIO in 2024 before becoming CEO in 2025 . Company performance metrics used to determine executive pay for 2024 included Core FFO per share (actual $8.88 vs. target $8.88) and same-store (SS) NOI growth (actual -1.4% vs. target -1.3%); MAA’s 2024 one-year TSR was 19.9% (below sector and S&P 500) and the annual dividend rate increased 5% to $5.88 per share for 2024, the 124th consecutive dividend declaration (paid January 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MAA | CEO & President | Apr 2025 – Present | Overall strategy and execution; successor to long-tenured CEO, with board-nominated directorship . |
| MAA | President & Chief Investment Officer | Jan 2024 – Mar 2025 | Oversaw property and IT operations, transactions, and development pipeline . |
| MAA | EVP & Chief Investment Officer | Late 2021 – 2023 | Led lease-up operations and development pipeline, multifamily investment decisions . |
| MAA | EVP/SVP Director of Multifamily Investing | 2016 – 2021 | Capital recycling and acquisitions/dispositions across MAA markets . |
| MAA | VP & Director of New Development | 2010 – 2014 | New development leadership; foundational role in growth strategy . |
| Prior real estate developers | Senior positions | Pre-2010 | Real estate development experience prior to joining MAA . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or recent public-company directorships for Hill noted . |
Fixed Compensation
| Component | 2024 Amount / Status | Notes |
|---|---|---|
| Base salary (set for 2024) | $600,008 | Reflects 20% increase tied to promotion to President & CIO effective Jan 1, 2024 . |
| Salary paid (calendar 2024) | $596,162 | Summary Compensation Table (SCT) . |
| Director fees | $0 | Employee directors receive no board compensation . |
Performance Compensation
| Plan/Instrument | Metric(s) | Weighting/Opportunity | Targets (2024) | Actual/Payout (Hill) | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Core FFO/share | 50% of AIP for non-CEO NEOs | Threshold $8.68; Target $8.88; Max $9.08 | Company actual $8.88 (Target); Hill payout at 100% of target for this metric; total non-equity incentive paid $860,206 in 2024 SCT . | Cash, paid after year-end; awards capped; no payout below Threshold . |
| AIP | SS NOI growth | 25% of AIP for NEOs | Threshold -2.80%; Target -1.30%; Max 0.20% | Company actual -1.4% (between Threshold and Target); Hill payout reflected at 95% of target for this metric . | Cash . |
| AIP | Individual functional goals | 25% of AIP for NEOs (0% for CEO) | Role-specific quantitative goals | Hill achieved 87% of target on functional goals . | Cash . |
| Long-Term Incentive Plan (LTIP) – Service shares (2024 grant) | Time-based | 60% of salary (target) | Grant date Jan 4, 2024 | 2,724 service-based RSUs issued to Hill; value reflected at 117% of target due to stock price increase (Dec 31, 2024 price $154.57 vs. grant-date $132.16) . | Vests in 3 equal annual installments on each anniversary of Jan 4, 2024, subject to continued employment; dividends paid during vesting . |
| LTIP – FAD performance shares (2024 metric) | FAD (annual) | 22.5% of salary (target) | Performance tied to initial 2024 guidance | 4,624 performance RSUs issued to Hill on Apr 1, 2025 for 2024 FAD; value at 132% of target; no dividends during performance period; dividends paid post-issuance during vesting . | Vests in 2 equal annual installments on each anniversary of Apr 1, 2025, subject to continued employment . |
| LTIP – Relative 3-yr TSR (2024–2026 cycle) | Relative TSR vs. Dow Jones U.S. Real Estate Apartments Index | 37.5% of salary (target) | Threshold/Target/Max shares: 1,702 / 6,810 / 13,620 for Hill | Shares, if any, issued Apr 1, 2027 and vest immediately upon issuance; no dividends during performance period . | Single vest on issuance (if earned) . |
| 2022 LTIP – Relative 3-yr TSR (2022–2024) | Relative TSR | — | — | No awards earned for 2022 LTIP 3-year TSR (period ended Dec 31, 2024) . | — |
Additional AIP/LTIP structure notes:
- 2024 AIP target opportunity for Hill increased from 130% to 150% of salary; 2024 LTIP target increased from 250% to 300% of salary with promotion to President .
- The Compensation Committee may modify AIP payouts by up to ±25% but made no adjustments for 2024 .
- All awards are capped at plan maximums; no payouts below thresholds .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 39,809 shares as of March 15, 2024 (includes 1,030 indirect as trustee); less than 1% of shares outstanding . |
| Options | None of the NEOs hold stock options . |
| Ownership guidelines | CEO must own 3x base salary in MAA stock; other NEOs 2x; compliance within 3 years of appointment; all NEOs in compliance; 50% net shares from equity awards must be held until retirement or no longer NEO . |
| Hedging/pledging | Prohibited for directors and executive officers (including short sales, derivatives, margin, pledging); one grandfathered pledge (unrelated to Hill) will cease post-annual meeting; no exceptions going forward . |
| Trading windows/10b5-1 | Insider Trading Policy restricts trades to set windows and requires pre-clearance; policy updated for amended SEC Rule 10b5-1; insiders have complied since effective date . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Change-in-control (CIC) agreement | Double-trigger CIC agreements; for Hill, agreement entered March 24, 2015 . |
| CIC cash severance | Upon qualifying CIC termination, Hill receives 2.99x base salary ($1,794,024) + 2.99x average prior-two-year bonus ($2,269,283) + pro-rated bonus ($900,012) + equity acceleration (max for in-process cycles) ($6,142,303) + benefit continuation ($41,676); total illustrative value $11,147,297 based on 12/31/2024 price $154.57 . |
| Non-CIC termination (death/disability/without cause/for good reason) | For Hill, equity awards subject to plan terms; illustrative value $3,528,544 (issued but unvested restricted shares at 12/31/2024), no additional cash severance disclosed for Hill absent CIC . |
| Clawback | If MAA must restate due to material noncompliance, current/former executive officers must repay incentive-based compensation received in prior 3 years that would not have been paid under restated results . |
| Tax gross-ups | No tax gross-ups for excess parachute payments; “single-trigger” arrangements are not used . |
| Ownership/holding periods | As above; enhances long-term alignment . |
Board Governance
- Board service: Hill is management director nominee in 2025; if elected, he is slated to serve on the Real Estate Investment Committee (pending election) .
- Independence: Hill is not an independent director (management); Audit, Compensation, and Nominating/Corporate Governance committees are 100% independent .
- Leadership structure: CEO and Chair roles separated as of April 1, 2025; Eric Bolton is Executive Chairman and Board Chair; Hill is CEO .
- Executive sessions/Lead Independent Director: Independent directors hold regular sessions; Lead Independent Director oversees agendas and sessions .
- Meeting attendance: Board/committee attendance averaged 97.4% in 2024 .
- Director compensation: Employee directors receive no board compensation .
Performance & Track Record (Company context relevant to Hill’s incentives)
| Metric (FY2024) | Actual | Notes |
|---|---|---|
| Core FFO per diluted share | $8.88 | Met target used in AIP . |
| SS NOI growth | -1.4% | Near target (-1.3%) used in AIP . |
| One-year TSR (2024) | 19.9% | Below sector (20.5%) and S&P 500 (25.0%) . |
| Dividend policy | 124th consecutive dividend declared Dec 2024; 2024 rate $5.88/share (up 5% vs. 2023) . |
Compensation Structure Analysis
- 2024 promotions and market alignment: Hill’s base salary increased 20%, AIP target moved to 150% of salary, and LTIP target to 300% of salary to align with peer 50th percentile and expanded responsibilities as President & CIO .
- Mix emphasizes performance/equity/long-term: Majority of opportunity is performance-based, long-term, and equity-settled (service RSUs, FAD performance RSUs, relative TSR PSUs) .
- Risk controls: Capped payouts, no dividends on unearned performance shares, no guaranteed bonuses, no single-trigger CIC, no tax gross-ups, hedging/pledging prohibited, self-funding award design, and formal clawback policy .
- TSR underperformance in 2022–2024 cycle resulted in zero payout for that 3-year TSR tranche, demonstrating down-cycle sensitivity in performance awards .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay support: 91% approval in 2024; say-on-pay approved every year since 2011 with 94% average approval, and the board supports annual votes .
- Shareholder engagement: Extensive outreach and events with investors; governance and compensation disclosures are periodically enhanced in response to feedback .
Equity Ownership & Potential Selling Pressure (Vesting Calendar)
- Near-term vesting: Hill’s 2024 service RSUs vest annually on Jan 4 in 2025–2027; 2024 FAD performance RSUs (issued Apr 1, 2025) vest on Apr 1 in 2026–2027; 2024–2026 relative TSR PSUs, if earned, would be issued and vest on Apr 1, 2027 .
- Trading constraints: Pre-clearance and window limitations reduce opportunistic selling risk; hedging and pledging are prohibited; 50% net-share holding requirement applies until retirement or no longer NEO .
Employment & Contracts
- Start date and tenure: Joined MAA in 2010; CEO since April 1, 2025; previously President & CIO (2024–2025) and EVP/CIO (late 2021–2023) .
- CIC agreements: Double-trigger structure with 2.99x multiples and equity acceleration practices designed to retain leadership through transactions while aligning outcomes with shareholders .
- Non-compete/other terms: Specific non-compete terms are disclosed for the prior CEO; bespoke non-compete terms for Hill are not detailed beyond CIC framework in the proxy and thus are not presented here .
Investment Implications
- Pay-for-performance alignment: Hill’s incentive mix ties materially to Core FFO, SS NOI, FAD, and relative TSR, with hard caps and zero payouts for underperformance (e.g., 2022–2024 TSR tranche), suggesting disciplined alignment with shareholder value drivers .
- Retention risk: Hill’s double-trigger CIC protections (2.99x base and bonus plus equity vesting) are robust by REIT standards and likely mitigate flight risk during strategic cycles; absent CIC, severance emphasis is on unvested equity rather than cash, reinforcing long-term retention .
- Selling pressure: Scheduled vesting dates in early Q1/Q2 each year could create mechanical supply, but 50% net-share holding requirements, trading window controls, and hedging/pledging prohibitions temper near-term sell pressure signals .
- Governance quality: Separation of Chair/CEO, supermajority independent board, independent key committees, strong insider trading and clawback policies, and high say-on-pay support reduce governance risk and executive-agency concerns as Hill transitions into the CEO role .