Claude B. Nielsen
About Claude B. Nielsen
Independent director of MAA since October 2013 (age 74 as of the 2025 annual meeting). Former Chairman (2003–Apr 2023) and CEO (1991–2016) of Coca‑Cola Bottling Company United, with decades of large‑scale operating leadership. At MAA he chairs the Nominating & Corporate Governance (NCG) Committee and serves on the Compensation Committee, bringing governance, compensation, risk oversight and succession planning expertise. Under MAA’s mandatory retirement policy at age 75, he is approaching the retirement threshold, a near‑term board transition consideration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coca‑Cola Bottling Company United, Inc. | Chairman of the Board | 2003–Apr 2023 | Led governance and strategy during significant growth and M&A cycles . |
| Coca‑Cola Bottling Company United, Inc. | Chief Executive Officer | 1991–2016 | Oversaw multi‑market operations, human capital and integrations across an essential services business . |
| Coca‑Cola Bottling Company United, Inc. | President | 1990 | Executive operating leadership across a large, distributed organization . |
| Coca‑Cola Bottling Company United, Inc. | Various operational/managerial roles | 1979–1990 | Progressive P&L and operating responsibility . |
| Colonial Properties Trust (public REIT; merged into MAA 2013) | Committee service | Pre‑2013 | Governance Committee member; prior Chairman of Compensation Committee (public REIT comp/governance expertise) . |
| AmSouth Bank Corporation | Director | Prior service (years not specified) | Banking and financial oversight experience . |
| Regions Financial Corporation | Director | Prior service (years not specified) | Banking and financial oversight experience . |
External Roles
| Organization/Type | Role | Notes |
|---|---|---|
| Current public company boards | None | MAA proxy lists no current other public boards for Nielsen . |
| Prior public company boards | AmSouth Bank Corp.; Regions Financial Corp. | Banking/financial services board experience . |
| Industry/REIT governance (prior) | Colonial Properties Trust | Governance Committee; prior Chair of Compensation Committee . |
| Non‑profit/civic (select) | United Way of Central Alabama; American Cancer Society; Birmingham Rotary; Birmingham Business Alliance; Coca‑Cola Scholars Foundation; UAB initiatives | Community leadership and philanthropy; supports governance perspective on human capital and community engagement . |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Independent director; MAA’s Audit, Compensation, and NCG Committees are 100% independent; supermajority of board independent .
- Attendance and engagement: Each director attended >75% of board/committee meetings in 2024; average attendance 97.4%. 2024 meeting counts: Board (4), Non‑Management (4), Independent (4), Audit (7), Compensation (6), NCG (5), Real Estate Investment (7). Directors are encouraged to attend the annual meeting, and all in office attended in 2024 .
- Lead independent oversight: Lead Independent Director (Alan B. Graf, Jr.) oversees independent sessions and agendas; regular executive sessions without management .
- Succession/refreshment: Mandatory retirement at 75 with no waivers; supports refreshment and succession planning—relevant as Nielsen is 74. Board proactively managing succession and size (target 9–11 directors) .
- Related‑party/conflicts controls: Audit Committee pre‑clears related‑party transactions; no potential related‑party transactions proposed since the beginning of 2024; no conflict‑of‑interest waivers granted in 2024 .
Fixed Compensation (Non‑Employee Director; 2024)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $106,750 | Director cash comp realized in 2024 (quarterly payments aligned to service period) . |
| Equity (restricted stock) | $169,943 | 1,245 restricted shares issued to non‑employee directors elected at the 2024 annual meeting (valued at $136.50 close on May 21, 2024); vests at end of annual term; dividends paid on unvested RS . |
| All other compensation | $6,877 | Dividends on unvested RS/RSUs and plan‑related items per proxy table . |
| Total | $283,569 | Sum of elements above . |
Program structure and 2024–2025 service‑period rates (reference): Board retainer $80,000; NCG Chair $20,000; Compensation Committee member $9,750; Lead Independent Director $35,000; Audit Chair $30,000; equity grant targeted at ~$170,000; Pearl Meyer advises and no other services; director pay caps per 2023 Omnibus ($300k cash; $500k equity) .
Performance Compensation
- Not applicable for directors. MAA director equity is service‑based restricted stock vesting over the annual term; no director options or performance‑linked metrics are used for director compensation .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None . |
| Compensation committee interlocks (2024) | None. No MAA NEOs served on boards whose executives served on MAA’s Board or Compensation Committee; Compensation Committee members (including Nielsen) had no relationships requiring Item 404 disclosure in 2024 . |
| Max outside public boards | MAA guideline limits directors to three other public boards; highest for any MAA director is three (Nielsen is at zero) . |
Expertise & Qualifications
- Strategic planning and risk oversight; public company platform; financial literacy; large‑org leadership; corporate governance; compensation committee chair experience; succession planning .
- Sector‑relevant experience from essential services and multi‑market operations; prior service on bank boards adds capital markets/financial oversight perspective .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 32,592 shares (includes forms noted below) . |
| Ownership components | Includes 2,111 shares currently acquirable upon redemption of limited partnership units (OP units); and 18,364 shares held in a director deferred compensation account . |
| Ownership as % of shares outstanding | Less than 1% . |
| Ownership guidelines | Non‑employee directors must own 5× annual cash retainer within 5 years; MAA reports 100% compliance at board level . |
| Hedging/pledging | Directors and officers are prohibited from hedging and pledging MAA securities; one legacy pledge (not Nielsen) was grandfathered but will cease post‑2025 meeting—after which no pledges will exist . |
| Director deferral | Directors may defer cash/equity into RSUs under the Director Deferred Compensation Plan (paid in stock or cash after board service) . |
Insider Trades
| Date | Form | Link | Note |
|---|---|---|---|
| May 21, 2025 | Form 4 | http://edgar.secdatabase.com/960/112760225015197/filing-main.htm | Statement of changes in beneficial ownership for Nielsen as MAA director (transaction details available in filing) . |
| 2024 (Nov–Dec) | Form 4 (example index) | https://www.sec.gov/Archives/edgar/data/1188032/000112760224016261/0001127602-24-016261-index.htm | SEC index for Nielsen’s Form 4 in 2024; details in the filing . |
Governance Assessment
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Positives
- Independent, long‑tenured operator with deep strategy/human‑capital experience; current Chair of NCG and member of Compensation—roles central to board composition, CEO/director succession, conflicts oversight, and pay governance .
- Strong governance structure: fully independent key committees; active executive sessions; robust related‑party controls; no 2024 related‑party deals; high attendance (97.4% board/committee average; each >75%) .
- Ownership alignment: meaningful stock holdings, OP units, deferral in RSUs; strict anti‑hedging/anti‑pledging policy; director ownership guideline compliance at 100% .
-
Watch‑items / RED FLAGS
- Mandatory retirement proximity: at age 74, Nielsen likely faces retirement at 75 under MAA policy—introduces near‑term governance transition risk and the need for continuity planning within NCG and Compensation Committees .
- Board refresh/continuity: While MAA is executing a proactive refresh plan, replacing an experienced NCG chair will require careful succession to maintain governance quality .
- No current external public boards: limits live cross‑board information flow, though it increases time availability; balanced by prior public board experience .
-
Context signals
- Say‑on‑pay support remained high in 2024 (91%), indicating general investor alignment with compensation governance overseen by the Compensation Committee (where Nielsen serves) .
- Director pay uses independent consultant (Pearl Meyer), moved toward market median, and remains capped per Omnibus plan—mitigating pay inflation risk for non‑employee directors .
Overall, Nielsen’s profile supports investor confidence in board effectiveness—particularly on governance, succession, and compensation oversight—while his impending mandatory retirement underscores the importance of NCG chair succession and committee continuity over the next cycle .