Gary S. Shorb
About Gary S. Shorb
Independent Director of MAA; age 74 as of May 20, 2025; Director since May 2012. Executive Director of The Urban Child Institute (since Feb 2017); former President & CEO, Methodist Le Bonheur Healthcare (2001–2016); prior leadership in healthcare operations and earlier engineering roles (Exxon) and service as a U.S. Navy Lieutenant Commander. Committee service: Audit; Nominating & Corporate Governance. No other current public company directorships; none in prior five years; independence affirmed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Methodist Le Bonheur Healthcare | President & CEO | 2001–2016 | Led seven-hospital integrated system; succession event experience supports Nominating & Corporate Governance oversight. |
| Methodist Le Bonheur Healthcare | EVP, COO | 1990–2001 | Risk mitigation, operational management expertise benefits Audit oversight. |
| Regional Medical Center (Memphis) | President & CEO | 1986–1990 | Oversight of essential services; regulated industry exposure. |
| Regional Medical Center (Memphis) | VP of Operations | 1982–1986 | Operations, controls, human capital leadership. |
| Exxon | Project Engineer | Not disclosed | Engineering and data/controls foundation relevant to Audit oversight. |
| U.S. Navy | Lieutenant Commander | Not disclosed | Leadership and discipline; risk/compliance perspective. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Urban Child Institute | Executive Director | Feb 2017–Present | Human capital, diversity & inclusion, community impact; supports corporate responsibility oversight. |
| National Civil Rights Museum | Board service (various) | Not disclosed | Civic leadership; stakeholder engagement. |
| United Way | Board service (various) | Not disclosed | Community oversight; philanthropic governance. |
| Memphis Shelby Crime Commission | Board service (various) | Not disclosed | Risk management insights; public safety. |
| Tennesseans for Early Childhood Education | Past Chairman | Not disclosed | Education advocacy; community development. |
| University of Memphis Foundation | Board service (various) | Not disclosed | Academic governance; local ecosystem engagement. |
| Tennessee Business Leadership Council | Board service (various) | Not disclosed | Business leadership; strategy input. |
Board Governance
- Independence and committees: Independent; serves on Audit and Nominating & Corporate Governance; key expertise in risk oversight, financial literacy, cybersecurity/data privacy, succession planning, and corporate governance.
- Meetings and attendance: 2024 meetings—4 Board, 4 Non-Management, 4 Independent; 7 Audit; 6 Compensation; 5 Nominating & Corporate Governance; 7 Real Estate Investment. Each director attended >75% of Board and committee meetings; average attendance 97.4%.
- Executive sessions and structure: Regular non-management and independent director executive sessions; 100% independent Audit, Compensation, and Nominating & Corporate Governance Committees; Lead Independent Director oversees agendas and access to management/advisors.
- Share ownership guidelines: Non-employee directors required to own at least 5× annual cash retainer within five years; 100% compliance reported.
- Mandatory retirement: Mandatory retirement at age 75 with no waivers; aligns with refreshment and succession planning.
- Shareholder support: Lowest director approval in 2024 was 81.1% of shares voted “for”; majority vote policy requires resignation offer if an incumbent fails to receive majority support in uncontested elections.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $80,000 | Paid quarterly following routine Board meetings; contingent on continued service through each meeting. |
| Audit Committee Member Fee (non-chair) | $12,000 | Increased from $10,000 for 2024–2025 service period. |
| Nominating & Corporate Governance Committee Member Fee (non-chair) | $8,250 | Increased from $7,250 for 2024–2025 service period. |
| Committee Chair Fee (if applicable) | N/A for Shorb | Chairs receive chair fee instead of member fee; Shorb is not a chair. |
| Lead Independent Director Fee | N/A for Shorb | Position pays $35,000; Shorb does not hold LID role. |
| Meeting Fees | None disclosed | Cash fees issued in quarterly installments; no separate meeting fees disclosed. |
- Deferred compensation election: Shorb elected to convert $98,750 of cash fees into 677 RSUs under the Director Deferred Compensation Plan (foregone cash and RSU count shown below).
| Director | Foregone Cash | RSUs Issued |
|---|---|---|
| Gary S. Shorb | $98,750 | 677 |
Performance Compensation
Directors do not receive performance-based equity; annual grants are time-vested restricted stock.
| Metric/Instrument | Value/Count | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual Director Restricted Stock Grant | Approx. $170,000 | May 21, 2024 | Vests at end of annual term | 1,245 shares based on $136.50 closing price; dividends equivalent paid prior to vesting. |
| Performance-based metrics (Director) | None | — | — | Director equity is time-vested only; no director AIP/LTIP metrics. |
- Consultant benchmarking: Pearl Meyer engaged in 2023 to benchmark non-management director pay against NEO peer group; Board adjusted cash/equity to align average director compensation near 50th percentile of peers for 2024.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None. |
| Former public boards (past 5 years) | None. |
| Interlocks/overlaps with competitors/suppliers/customers | None disclosed in proxy; Board policy limits to max three other public boards and requires committee notification for new directorships to evaluate conflicts/time commitments. |
Expertise & Qualifications
- Strategic planning, risk management/oversight, financial literacy, corporate governance, large-organization leadership/human capital; additional contributions include business continuity/crisis management, regulatory compliance, essential services industry experience, data privacy/cybersecurity, change and growth management, civic/community leadership, and succession planning.
- Background in highly regulated healthcare and cybersecurity controls supports effective Audit oversight; CEO succession experience supports Nominating & Corporate Governance work.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Gary S. Shorb | 33,934 | <1% | Includes 29,037 shares held in a deferred compensation account. Based on 116,900,856 shares outstanding (Mar 15, 2024). |
| Pledging/Hedging Status | None | — | Policy prohibits pledging/hedging; post-2025 annual meeting, no directors/officers will have pledged shares; no waivers allowed. |
- Ownership alignment: Board-level 100% compliance with director ownership guidelines (≥5× cash retainer within five years).
Governance Assessment
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Strengths: Independent director with deep operational/regulated-industry experience enhancing Audit oversight and succession planning; consistent attendance (Board average 97.4% in 2024); committees are fully independent with regular executive sessions; director ownership requirements met; no pledging/hedging; compensation aligned to market median after Pearl Meyer review; Shorb’s cash-to-RSU deferral increases equity alignment.
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Potential red flags: Approaching mandatory retirement age (74 vs. 75 threshold) may reduce continuity; however, Board’s refreshment and succession planning framework is explicit and no waivers are permitted.
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Shareholder signals: Lowest director “for” vote in 2024 at 81.1% remains comfortably above majority; majority vote/resignation policy strengthens accountability.
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Related-party/conflict exposure: No director-specific related-party transactions disclosed for Shorb; Board policies require prior notice and evaluation of any new public directorships for conflicts/time sufficiency.