H. Eric Bolton, Jr.
About H. Eric Bolton, Jr.
Executive Chairman of MAA since April 1, 2025; previously CEO (Oct 2001–Mar 31, 2025), Chairman since Sept 2002, Director since 1997; age 68. Background: joined MAA in 1994 (VP Development), promoted COO (Feb 1996), President (Dec 1996); prior EVP & CFO of Trammell Crow Realty Advisors; seven years in commercial banking; certifications: CPA (inactive) and Associate of Risk Management . Performance context: 2024 Core FFO per share hit target ($8.88), SS NOI growth was -1.4% (between threshold and target), FAD exceeded target ($745.48m), while 3‑yr relative TSR (2022 LTIP) fell below threshold and paid zero; one‑year TSR in 2024 was 19.9% vs 20.5% for the apartment index and 25.0% for S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mid-America Apartment Communities (MAA) | Executive Chairman | Apr 2025–present | Board leadership; succession continuity; strategy mentorship to CEO |
| Mid-America Apartment Communities (MAA) | Chief Executive Officer | Oct 2001–Mar 2025 | Led through Great Recession without reducing dividends; long-term value creation |
| Mid-America Apartment Communities (MAA) | Chairman of the Board | Sept 2002–present | Board oversight; governance; committee leadership |
| Mid-America Apartment Communities (MAA) | President | Dec 1996–Oct 2001 | Corporate leadership pre-CEO |
| Mid-America Apartment Communities (MAA) | Chief Operating Officer | Feb 1996–Dec 1996 | Operational execution |
| Mid-America Apartment Communities (MAA) | VP Development | 1994–1996 | Growth and new development |
| Trammell Crow Realty Advisors | EVP & CFO | ~5 years (pre-1994) | Real estate finance leadership |
| Commercial Banking Industry | Various | ~7 years (pre-1994) | Credit/finance foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EastGroup Properties, Inc. | Director; Chair of Compensation; prior Lead Director & Audit Committee member | 2013–present | Cross-REIT governance; compensation oversight; audit experience |
| National Multi-Family Housing Council | Executive Committee (past) | n/a | Industry advocacy and best practices |
| NAREIT | Advisory Board of Governors (past) | n/a | REIT industry leadership |
| Memphis Botanical Garden; Memphis Shelby Crime Commission; Mid‑South Minority Business Council | Board/service (past) | n/a | Corporate responsibility, community engagement |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $948,141 | 2024 CEO base before transitioning to Executive Chairman |
| Target AIP (% of Salary) | 200% | Increased from 175% to align with peer 50th percentile |
| AIP Components Paid (2024) | Core FFO: $1,422,211; SS NOI: $450,355 | No functional goal component for CEO (0%) |
Performance Compensation
| Metric | Weighting/Opportunity | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| AIP – Core FFO per Share (2024) | 75% of AIP (CEO) | $8.88 | $8.88 | $1,422,211 | Cash |
| AIP – SS NOI Growth (2024) | 25% of AIP (CEO) | -1.30% | -1.4% | $450,355 | Cash |
| LTIP – Service-based Shares (2024 grant) | 120% of salary at target | Shares based on $132.16 price | 8,609 shares issued 1/4/2024 | $1,330,693 (at $154.57) | 3-year, equal annual vesting; dividends paid while unvested |
| LTIP – FAD Performance Shares (2024) | 45%/180%/270% of salary (thr/target/max) | FAD $741.09m | FAD $745.48m | 14,615 shares; $2,259,041 (at $154.57) | 2-year, equal annual vesting post-issuance; no divs during performance period |
| LTIP – 3‑yr Relative TSR (2022 LTIP period ended 12/31/2024) | 75%/300%/600% of salary (thr/target/max) | Target = Index TSR; ±400 bps band | Below threshold | $0 | n/a |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 437,790 shares; includes right to acquire 110,000 upon redemption of LP units; 10,052 shares via ESOP |
| Ownership as % of Shares Outstanding | <1% (based on 116,900,856 shares outstanding on Mar 14–15, 2024) |
| Unvested Stock Awards (as of 12/31/2024) | 1/4/2022 Service: 1,292 ($199,704); 1/4/2022 Performance: 4,358 ($673,616); 2022 TSR: none; 1/4/2023 Service: 4,259 ($658,314); 4/1/2024 Performance (2023 LTIP): 14,373 ($2,221,635); 1/4/2024 Service: 8,609 ($1,330,693); 4/1/2025 Performance (2024 LTIP earned on 12/31/2024): 14,615 ($2,259,041) |
| Ownership Guidelines | CEO must hold ≥3x base salary; all NEOs compliant |
| Holding Requirement | Retain ≥50% of net shares until retirement/termination or no longer NEO; 100% compliance |
| Hedging/Pledging | Prohibited for directors and executive officers; margin pledges banned; no exceptions post‑2025 meeting |
| Insider Trading Windows | Preclear; windows from second full market day after earnings release through 15th of third month of quarter; 10b5‑1 policy updated for SEC amendments |
Employment Terms
- Contract: evergreen one‑year term auto‑renews monthly; base salary set by Compensation Committee; annual incentive eligibility .
- Termination (no change in control): base salary for 12 months, pro‑rated bonus, accelerated vesting per plan, legal fees reimbursed for good reason/without cause; pro‑rated performance shares paid per plan timing .
| Termination Scenario (No CIC) | Components | Amount |
|---|---|---|
| Death/Disability/Without Cause/Good Reason | 12 months base salary | $948,141 |
| Pro‑rated bonus | $1,896,281 | |
| Equity awards (unvested restricted stock aggregate at $154.57) | $12,835,531 | |
| Insurance (12 months) | $14,638 | |
| Total | $15,694,591 |
- Change‑in‑Control economics (double trigger): 2.99x base salary + 2.99x average bonus (last two years), pro‑rated bonus, full vesting/maximum issuance for uncompleted performance periods upon qualifying termination; non‑compete 2 years within 5 miles of any MAA property; legal fees reimbursed .
| CIC Qualifying Termination | Components | Amount |
|---|---|---|
| 2.99x Base Salary | Lump sum | $2,834,942 |
| 2.99x Bonus | Lump sum (avg of prior two years) | $7,679,787 |
| Pro‑rated Bonus | Lump sum | $1,896,281 |
| Equity Awards | Max performance + unvested restricted shares @ $154.57 | $22,662,435 |
| Insurance | 24 months coverage | $29,277 |
| Total | $35,102,721 |
- Governance protections: clawback for restatements (three years lookback), independent consultant (Pearl Meyer) engaged; no tax gross‑ups for excess parachute payments; no single‑trigger agreements; no perquisites; caps on awards; no dividends on unearned performance shares .
Board Governance
- Role: Executive Chairman; Chairman of the Board and Chair of Real Estate Investment Committee .
- Dual‑role implications: CEO and Chairman roles were combined until Mar 31, 2025; separated effective Apr 1, 2025 with Brad Hill as CEO and Bolton as Executive Chairman, mitigating independence concerns; Lead Independent Director (Alan B. Graf, Jr.) oversees independent sessions .
- Committee independence: Audit, Compensation, and Nominating & Corporate Governance committees are 100% independent; supermajority of Board independent .
- Meetings/Attendance (2024): Board 4; Non‑Management 4; Independent 4; Audit 7; Compensation 6; NCG 5; REI 7; 97.4% average attendance; each director attended >75% .
- Director compensation: Employees (including Executive Chairman) receive no Board compensation; non‑management director fees/RS grants set and benchmarked separately .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $2,019,866,000 * | $2,148,468,000 * | $2,191,015,000 * |
| EBITDA ($USD) | $1,172,882,000* | $1,254,759,000* | $1,243,153,000* |
Values retrieved from S&P Global.*
- Financial guidance and delivery: 2024 Core FFO per share delivered at target ($8.88), SS NOI growth (-1.4%) between threshold and target; FAD performed between target and maximum (actual $745.48m vs target $741.09m) .
- Shareholder returns: 1‑yr TSR 19.9% vs apartment index 20.5% and S&P 500 25.0%; 3‑yr relative TSR under the 2022 LTIP below threshold → no award .
- Dividend discipline: 124 consecutive common dividends; 2024 dividend rate increased 5% to $5.88 per share; $686.9m paid in 2024 .
Compensation Peer Group & Say‑on‑Pay
- 2024 benchmarking comparator group (select): AVB, EQR, ESS, UDR, CPT, AMH, INVH, ELS (replacing Regency Centers), PSA, EXR, BXP, KIM, Sun Communities .
- Consultant findings: MAA performance near/above 75th percentile (1-, 3-, 5‑yr) with TSR strong; target TDC below peer 50th percentile; adjustments increased CEO AIP to 200% and LTIP to 600% of salary .
- Say‑on‑Pay: 91% approval in 2024; compensation approved every year since 2011; ~94% average approval .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (no exceptions post‑2025 meeting) .
- No tax gross‑ups for excess parachute payments .
- No repricing or granting of options; no options planned .
- Related party transactions: none proposed since beginning of 2024; no waivers for conflicts; no material relationships for non‑employee directors .
- TSR metric under 2022 LTIP paid zero due to below‑threshold relative performance (alignment feature) .
Equity Award Mechanics & Vesting Schedules
- Service RS: issued Jan 4, 2024; 3‑year equal tranches; dividends paid during vesting .
- FAD Performance RS: earned for FY2024, issued Apr 1, 2025; 2‑year equal tranches; no dividends during performance period; dividends paid after issuance while unvested .
- TSR metric (2022 LTIP): relative TSR vs Dow Jones U.S. Real Estate Apartments Index; ±400 bps band; 2022–2024 result below threshold (no payout) .
Director Compensation (for completeness)
- Non‑management cash fees (selected): Board $80k; Audit Chair $30k; Lead Independent $35k; equity grant ~$170k; RS vest at end of term; some directors elect RSUs via deferred plan .
- Employees receive no director compensation .
Investment Implications
- Pay-for-performance alignment: CEO AIP/ LTIP tightly tied to Core FFO, SS NOI, FAD, and relative TSR; TSR underperformance resulted in zero payout for the 2022 LTIP metric, demonstrating downside sensitivity and governance discipline .
- Upcoming vesting/supply: Significant unvested RS from 2023/2024 LTIPs and 2024 FAD shares vesting over 2–3 years may create periodic selling windows; trades are constrained to pre‑cleared windows and 10b5‑1 plans, reducing ad‑hoc pressure .
- Retention/transition risk: Robust CIC protections (2.99x salary/bonus; equity acceleration; non‑compete) and evergreen employment terms mitigate retention risk; CEO succession already executed, with Bolton as Executive Chairman providing continuity .
- Ownership alignment: Material personal stake, strict ownership/holding policies, and hedging/pledging prohibitions support long‑term alignment; <1% ownership is typical for large‑cap REITs but combined with holding requirements improves alignment .
- Governance quality: Separated CEO/Chairman roles, strong independent committee structure, high attendance, and consistent investor support (91% Say‑on‑Pay) reduce governance risk .