Edith Kelly-Green
About Edith Kelly-Green
Independent director at MAA since September 2020; age 72 as of the May 20, 2025 annual meeting. Founding partner of JKG Properties LLC (commercial real estate, since 2011) and The KGR Group (restaurant chain owner, since 2005), and former VP & Chief Sourcing Officer at FedEx Express; Certified Public Accountant (inactive). Designated Audit Committee financial expert; serves on the Audit and Nominating & Corporate Governance (NCG) Committees. Independence affirmed by the Board; each director attended >75% of meetings in 2024 (Board/committee average 97.4%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Express | VP & Chief Sourcing Officer; previously VP, Strategic Sourcing & Supply; VP, Internal Audit | 1977–2003 (various roles) | Led sourcing, supply chain, and internal audit; CPA (inactive); strong audit/controls and risk oversight experience |
| Deloitte | Senior Auditor | 1973–1977 | Audit and financial reporting foundation |
| JKG Properties LLC | Founding Partner | 2011–present | Real estate investment/operations experience (non-multifamily) |
| The KGR Group | Owner/Founding Partner | 2005–present | Multi-unit restaurant operations; strategic/financial oversight |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Sanderson Farms, Inc. | Public (former) | Director; Chair of Corporate Governance Committee | 2019–2022 | Governance leadership; public company board oversight |
| Applied Industrial Technologies, Inc. | Public (former) | Director; Chair of Corporate Governance Committee | 2000–2019 | Governance leadership; long-tenured director |
| Paragon National Bank | Private (former) | Director | Not disclosed | Banking/credit oversight |
| Buckman, Inc. | Private (former) | Director | Not disclosed | Industrial board experience |
Board Governance
- Current MAA committees: Audit (member; Audit Committee “financial expert”), Nominating & Corporate Governance (member). Not a committee chair.
- Independence and structure: Independent director; Audit, Compensation, and NCG committees are 100% independent. Lead Independent Director is Alan B. Graf, Jr. Board holds executive sessions of Non-Management and Independent Directors each routine meeting.
- Attendance and engagement: 2024 meetings held — Board (4), Non-Management (4), Independent (4), Audit (7), Compensation (6), NCG (5), Real Estate Investment (7). Each director attended >75% of Board/committee meetings; average attendance 97.4%. All directors then in office attended the 2024 annual meeting.
Fixed Compensation (Non-Employee Director Program)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $80,000 (2024–2025 service period) | Paid quarterly; employees receive no director pay |
| Committee fees | Audit member: $12,000; NCG member: $8,250 | 2024–2025 rates; chairs receive chair fees instead of member fees |
| Lead Independent Director | $35,000 | Not applicable to Kelly-Green |
| Fees earned – 2024 (Kelly-Green) | $98,750 | Actual 2024 cash fees earned (spans two service-rate periods) |
| Deferred fees (RSUs) – 2024 | $98,750; 676 RSUs | She elected to defer all or a portion of fees into RSUs under the Director Deferred Compensation Plan |
Performance Compensation
- Non-employee director equity is service-based, not performance-based.
- Annual grant: approximately $170,000 in restricted stock for 2024 (1,245 shares at $136.50 on May 21, 2024), vesting at the end of the one-year director term; dividends paid prior to vesting. Ms. Kelly-Green’s 2024 stock awards total $169,943 (programmatic grant amount).
- No options or performance-conditioned equity for directors; no director-specific performance metrics or bonus plans.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Sanderson Farms, Inc. (2019–2022); Applied Industrial Technologies (2000–2019) |
| Committee interlocks (Compensation) | 2024 Compensation Committee members did not include Kelly-Green; the company discloses no compensation committee interlocks or insider participation requiring Item 404 disclosure in 2024. |
Expertise & Qualifications
- Audit committee financial expert; CPA (inactive); deep audit/controls and sourcing/supply chain leadership (FedEx).
- Financial literacy, capital markets exposure, corporate governance chair experience at two public companies; risk oversight and M&A familiarity.
- Real estate investing/operator in non-multifamily sectors; adds a complementary sector perspective to MAA’s portfolio discussions.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 6,039 shares (all held in deferred compensation account) | <1% of outstanding shares |
| Shares pledged | None; MAA prohibits pledging by directors with no waivers; any grandfathered pledgeholder is not up for election and after the 2025 meeting there will be zero pledges. | |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer within 5 years; Board reports 100% compliance with share ownership and holding-period requirements. |
Governance Assessment
-
Strengths for investor confidence:
- Independent, Audit Committee financial expert with extensive audit, sourcing, and governance credentials; serves on Audit and NCG committees.
- Strong attendance culture (avg. 97.4%) and independent committee structure; regular executive sessions; robust risk and cybersecurity oversight by Audit Committee.
- No related-party transactions, conflicts, indebtedness, or waivers involving directors in 2024; explicit prohibition on hedging/pledging by directors.
- Director compensation benchmarked by independent consultant (Pearl Meyer), designed near peer median, with balanced cash/equity mix and caps on non-employee director pay.
-
Watch items / potential red flags:
- Mandatory retirement at 75 with no waivers; at age 72, planned succession/refresh is relevant for board continuity (not a concern but a timing consideration).
- Director equity is time-based (service) rather than performance-conditioned; however, this is standard for U.S. public boards and aligns interests via stock ownership and holding-period rules.
-
Director compensation (2024 actual):
- Fees $98,750; stock awards $169,943; dividends on unvested equity $6,877; total $275,569. She deferred $98,750 of fees into 676 RSUs.
-
Shareholder alignment:
- Ownership guidelines met at the Board level; no hedging/pledging; insider trading policy updated to reflect SEC Rule 10b5-1 amendments and applied to directors.
-
Shareholder feedback context:
- Say-on-Pay support remained high in 2024 (91%); though executive-focused, sustained support indicates stable investor sentiment toward MAA’s pay/governance programs.
RELATED-PARTY AND CONFLICTS CHECK
- Related-party transactions since 2024: None proposed.
- Conflicts of interest: None reported; no waivers granted in 2024.
- Indebtedness of directors: None.