Clay Holder
About Clay Holder
A. Clay Holder, age 47, is EVP and Chief Financial Officer of Mid‑America Apartment Communities (MAA). He joined MAA in 2017 as SVP, Chief Accounting Officer and was promoted to EVP, CFO effective April 1, 2024; he is a licensed Certified Public Accountant with prior experience at AutoZone and in public accounting at Arthur Andersen and Deloitte . 2024 performance metrics used in CFO incentive determinations: Core FFO per diluted share was $8.88 (at target), SS NOI growth was −1.4% (between threshold and target), and FAD was $745.5 million (between target and maximum), while one‑year TSR was 19.9% and five‑year cumulative TSR value was $138.39 on a $100 initial investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MAA | EVP, Chief Financial Officer | Apr 2024–present | Leads finance, tax, REIT qualification, investor relations, and capital markets; accountable for performance metrics in AIP/LTIP . |
| MAA | SVP, Chief Accounting Officer | 2017–Mar 2024 | Led SEC reporting, GAAP compliance, financial statements, internal controls, accounts payable . |
| AutoZone, Inc. | Accounting and finance roles | ~7 years | Multi‑functional finance leadership prior to MAA . |
| Arthur Andersen; Deloitte | Public accounting | Not disclosed | Early career in audit; licensed CPA . |
External Roles
No external public company directorships or committee roles for Holder are disclosed in the proxy; biography focuses on MAA and prior corporate/public accounting roles .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $424,756 | Approved 2024 base; salary paid during 2024 was $417,755 . |
| Target AIP (% of Salary) | 100% | Weighting: 50% Core FFO/share; 25% SS NOI growth; 25% functional goals . |
| Actual AIP Paid ($) | $416,131 | Core FFO $212,378; SS NOI $100,877; Functional $102,876 . |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout Detail |
|---|---|---|---|---|---|---|
| Core FFO per Share (Diluted) | 50% of AIP | $8.68 | $8.88 | $9.08 | $8.88 (at Target) | $212,378 . |
| SS NOI Growth | 25% of AIP | −2.80% | −1.30% | 0.20% | −1.4% (between Threshold and Target) | $100,877 . |
| Functional Goals (CFO) | 25% of AIP | Varies | 100% completion | +25% committee modifier cap | 96.9% achieved | $102,876 . |
| LTIP – Service‑based RS | 20% of LTIP | n/a | 964 shares issued 1/4/2024 | n/a | 964 issued; vests over 3 years | $149,005 value @ $154.57 . |
| LTIP – FAD Performance RS | 30% of LTIP | $724,413,667 | $741,088,150 | $757,762,633 | $745,484,000 (between Target/Max) | 1,636 shares issued 4/1/2025; vests over 2 years . |
| LTIP – 3‑yr Relative TSR (DJ U.S. Apt Index) | 50% of LTIP | Index −400 bps | Index | Index +400 bps | 2022 LTIP paid 0 (below threshold); 2024 grant to be determined 2027 | Maximum share opportunity: 4,820; will issue/vest 4/1/2027 if earned . |
Vesting schedules:
- Service RS: issued 1/4/2024; vests equally over 3 years on each anniversary .
- FAD RS: issued 4/1/2025; vests equally over 2 years on each anniversary .
- TSR RS: performance shares to be issued 4/1/2027 if earned; immediate vest at issuance; no dividends during performance period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,603 shares; less than 1% of outstanding . |
| Unvested RS (12/31/2024) | 30 (2022 service) + 101 (2022 FAD) + 90 (2023 service) + 302 (2023 FAD) + 964 (2024 service) + 1,636 (2024 FAD) = 3,123 shares . |
| Market Value of Unvested RS (12/31/2024) | $4,637 + $15,612 + $13,911 + $46,680 + $149,005 + $252,877 = $482,722 at $154.57 close . |
| Options (Exercisable/Unexercisable) | None held; no stock options outstanding for NEOs . |
| Pledging/Hedging | Prohibited for directors/executives; no pledges allowed (grandfathered director pledge removed post‑meeting) . |
| Ownership Guidelines | NEOs must own ≥2× base salary within 3 years; 100% compliance; 50% net shares holding requirement until separation . |
| Trading Policy | Pre‑clearance; trade only in set windows; 10b5‑1 plans permitted under SEC rule and company procedures . |
Employment Terms
| Category | Terms |
|---|---|
| Employment Agreement | None for Holder; only CEO had an employment agreement . |
| Change‑in‑Control (CIC) | Double‑trigger CIC agreement: cash severance of 2.99× base salary + 2.99× average annual cash bonus (prior 2 years), pro‑rated bonus, accelerated vesting (including earning max uncompleted performance shares if terminated after sale negotiations and closing within 90 days), company‑paid legal fees . |
| Non‑Compete/Scope | 2‑year non‑compete post‑CIC termination; prohibits interests/engagement in competitors within 5 miles of any MAA property . |
| Clawback | Three‑year recoupment of incentive‑based comp upon required financial restatement . |
| Tax Gross‑ups | No tax gross‑ups on excess parachute payments; committee excludes negatively viewed practices . |
| Deferred Compensation | 2024 contributions: Executive Deferred Plan $20,876 (employee) + $8,155 (company match); 401(k) contributions $23,000 + $17,211 match . |
Performance & Track Record
- 2024 incentive outcomes: AIP paid at target for Core FFO/share, between threshold and target for SS NOI, and 96.9% completion for Holder’s functional goals; 2024 LTIP service/FAD shares issued; 2022 LTIP relative TSR paid zero (below threshold), demonstrating pay‑for‑performance discipline .
- Company performance underpinning payouts: Core FFO/share $8.88 (in guidance range), SS NOI growth −1.4% (within guided range), FAD $745.5 million; one‑year TSR 19.9% and five‑year cumulative TSR value of $138.39 on $100 (with dividends reinvested) .
Compensation Structure Analysis
- Mix shifts: Holder’s 2024 target LTIP set at 150% of salary (as part of multi‑year phase‑in to peer CFO market levels); AIP target at 100% of salary; majority of LTIP is performance‑based (80%), emphasizing long‑term TSR/FAD over fixed service RS .
- Governance safeguards: self‑funding programs; caps; no guaranteed bonuses; no perquisites; prohibition on hedging/pledging; robust share ownership and holding requirements .
Equity & Compensation Detail Tables
Holder – AIP and LTIP Targets (2024)
| Metric | Target Opportunity ($) | Structure |
|---|---|---|
| AIP – Core FFO/share | $212,378 | 50% of AIP target (100% of salary) . |
| AIP – SS NOI growth | $106,189 | 25% of AIP target . |
| AIP – Functional goals | $106,189 | 25% of AIP target; 96.9% achieved . |
| LTIP – Service RS | $127,427 | 20% of LTIP; vests over 3 years . |
| LTIP – FAD RS | $191,140 | 30% of LTIP; earned 1,636 shares; vests over 2 years . |
| LTIP – 3‑yr TSR PS | $318,567 | 50% of LTIP; performance window 2024–2026; issues/vests 4/1/2027 if earned . |
Holder – Outstanding Unvested RS by Grant (12/31/2024)
| Grant Year | Service RS (#, $) | FAD RS (#, $) | TSR RS (#) |
|---|---|---|---|
| 2022 | 30; $4,637 | 101; $15,612 | 0 . |
| 2023 | 90; $13,911 | 302; $46,680 | 0 (performance shares will issue later if earned per 2023 LTIP) . |
| 2024 | 964; $149,005 | 1,636; $252,877 | Performance shares (to be determined in 2027) . |
Company Performance Metrics (for AIP/LTIP context)
| Metric | 2023 | 2024 |
|---|---|---|
| Core FFO per Share – Diluted ($) | 9.17 | 8.88 . |
| SS NOI ($000) | 1,339,810 | 1,321,177 . |
| FAD ($000) (LTIP definition) | 748,744 | 745,484 . |
| One‑Year TSR (%) | — | 19.9% . |
Risk Indicators & Red Flags
- No stock options or repricing; equity entirely RS/PSU with multi‑year vesting .
- Hedging/pledging prohibited; no executive pledges; strong ownership/holding discipline reduces misalignment risk .
- Say‑on‑pay support robust (91% in 2024; 94% average since 2011), indicating shareholder acceptance of pay program .
Investment Implications
- Alignment: High equity‑based, performance‑weighted LTIP (TSR/FAD) and strict holding rules support long‑term alignment; lack of options and hedging ban reduce speculative risk .
- Retention: Multi‑year vesting across service/FAD components and double‑trigger CIC protections suggest low near‑term flight risk, with reasonable protection in sale scenarios; however, CIC acceleration could concentrate equity vesting at change‑of‑control .
- Trading signals: 2022 TSR tranche paid zero, evidencing discipline; AIP paid near target on Core FFO with below‑target SS NOI, consistent with macro apartment headwinds—no unusual discretionary uplift was applied, limiting concern over pay inflation .
- Governance quality: Strong compensation governance (self‑funding, caps, clawback, no perqs/gross‑ups) lowers headline risk and supports pay‑for‑performance thesis .