Deborah H. Caplan
About Deborah H. Caplan
Independent director at MAA since March 2023; age 62 as of the May 20, 2025 annual meeting. Former EVP, Human Resources and Corporate Services at NextEra Energy, Inc. (retired April 1, 2024), and former VP/COO of Florida Power & Light with prior senior roles at GE Capital and GE Aircraft Engines; certified Six Sigma Master Black Belt. Serves on MAA’s Compensation Committee (Chair) and Nominating & Corporate Governance Committee; identified for strengths in strategy, risk oversight, human capital, and crisis management. Current public boards: Arthur J. Gallagher & Co. (since 2024) and Valmont Industries, Inc. (since 2024); former public board: Terminix Global Holdings (2019–2022). Independent under MAA’s standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextEra Energy, Inc. | EVP, Human Resources and Corporate Services | 2013–4/1/2024 | Led human capital, corporate services; experience informs MAA’s comp oversight and corporate responsibility strategy. |
| Florida Power & Light Company (NextEra subsidiary) | VP & COO; previously VP, Integrated Supply Chain | 2011–2013 | Operations and supply chain leadership; crisis management and regulatory insight. |
| GE Capital (General Electric) | SVP, Global Operations, Vendor Financial Services | Prior to NextEra | Large-scale operations; change/growth management. |
| GE Aircraft Engines (General Electric) | Various leadership roles in manufacturing and new product development | Prior to NextEra | Manufacturing/NPDI expertise; Six Sigma Master Black Belt. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur J. Gallagher & Co. | Director | 2024–Present | Board service; compensation committee experience cited. |
| Valmont Industries, Inc. | Director | 2024–Present | Board service; compensation committee experience cited. |
| Terminix Global Holdings | Director (former) | 2019–2022 | Former public board experience. |
| HR Policy Association; International Women’s Forum | Member | Not disclosed | Supports human capital and governance perspective. |
| National Petroleum Council | Advisory committee service | Not disclosed | Energy/regulatory advisory experience. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; MAA’s key committees (Audit, Compensation, Nominating & Corporate Governance) are 100% independent. |
| Committee assignments | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member). |
| Meeting attendance | Each director attended >75% of Board/committee meetings in 2024; average attendance 97.4%. |
| Executive sessions | Non-management and independent directors hold regular executive sessions led by Lead Independent Director. |
| Board/committee activity (2024) | Board 4; Non-Management 4; Independent 4; Audit 7; Compensation 6; Nominating & Corporate Governance 5; Real Estate Investment 7 meetings. |
| Other public board cap | MAA limits to three other public boards; highest any director serves is three; Caplan currently serves on two. |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (policy) | $80,000 | No change vs prior period. |
| Compensation Committee Chair fee (policy) | $22,500 | Increased from $20,000 for 2024–2025 service period. |
| Nominating & Corporate Governance Committee member fee (policy) | $8,250 | Increased from $7,250. |
| 2024 Annual director equity grant (policy) | ~$170,000 | Increased from $162,500; 1,245 restricted shares issued at $136.50 on 5/21/2024; vest 5/21/2025. |
| 2024 compensation realized – Fees Earned/Paid in Cash | $109,000 | Calendar 2024 Director Compensation Table. |
| 2024 compensation realized – Stock Awards (grant-date value) | $169,943 | 1,245 restricted shares (or equivalent RSUs if deferred). |
| 2024 compensation realized – All Other (dividends on unvested RS/RSUs) | $6,877 | Dividends on unvested awards. |
| 2024 Total | $285,819 | Sum of above. |
| Deferred compensation election (cash fees → RSUs) | $54,155 foregone cash; 371 RSUs issued | Per Director Deferred Compensation Plan. |
| Director equity grant mechanics | Service-based restricted stock; dividends paid; forfeiture if depart for reasons other than retirement, disability or death before term-end. |
Performance Compensation
| Element | Structure | Metrics/Notes |
|---|---|---|
| Director annual equity | Time-vested restricted stock (or RSUs if deferred) | Vests at end of annual term; no performance metrics disclosed for director awards. |
| Deferred equity | RSUs in deferred account in lieu of cash/equity | Paid after Board retirement in two annual installments in stock or cash equivalent; dividend equivalents reinvested into RSUs. |
MAA’s compensation consultant (Pearl Meyer) benchmarked director pay to peers; 2024–2025 structure set to ~50th percentile and increased equity grant value to align with market medians.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Arthur J. Gallagher & Co. (2024–); Valmont Industries, Inc. (2024–). |
| Former public boards (5 yrs) | Terminix Global Holdings (2019–2022). |
| Compensation committee interlocks | None in 2024; members (including Caplan) were not officers/employees and had no Item 404 relationships. |
Expertise & Qualifications
- Strategic planning, risk oversight, public company platform, cybersecurity, large organization leadership/human capital, corporate governance.
- Six Sigma Master Black Belt; crisis/change management; regulatory compliance; environmental innovation; market knowledge overlapping MAA footprint.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 3,609 shares | Includes 761 shares held in a deferred compensation account. |
| Percent of outstanding | <1% | As indicated in management ownership table footnote. |
| Deferred/RSUs | 761 shares | Held in director deferred compensation account. |
| Pledging/Hedging | Prohibited | Hedging and pledging prohibited; a single legacy pledge (not Caplan) will be eliminated post-2025 meeting—no director pledges thereafter. |
| Ownership guidelines | 5x annual cash retainer within 5 years | Company states 100% compliance with share ownership requirements. |
Governance Assessment
- Committee leadership and independence: Caplan chairs the Compensation Committee and serves on Nominating & Corporate Governance; both committees are fully independent, reinforcing pay governance and board refreshment oversight.
- Engagement: Board/committee cadence was robust in 2024 (Compensation met 6 times); all directors exceeded 75% attendance with 97.4% average, supporting effective oversight.
- Alignment and pay structure: Director compensation shifted modestly upward to peer median with a larger equity component; Caplan also elected to defer $54,155 of cash into 371 RSUs, increasing direct equity alignment.
- Ownership and risk controls: Beneficial ownership recorded (3,609 shares including 761 deferred), stringent prohibitions on hedging/pledging with no post-meeting pledges, and 5x retainer ownership guidelines at 100% compliance.
- Conflicts/related-party exposure: No related-party transactions proposed since 2024; no material director relationships; no indebtedness to MAA in 2024; no compensation committee interlocks.
RED FLAGS
- None identified: no pledging, no related-party transactions, and strong attendance/independence disclosures.