Joe Fracchia
Executive Vice President, Chief Technology & Innovation Officer at MID AMERICA APARTMENT COMMUNITIES
Executive
About Joe Fracchia
Executive Vice President, Chief Technology & Innovation Officer at MAA; age 51. Joined MAA in October 2016 as CIO (immediately prior to a merger), promoted to EVP, Chief Technology & Information Officer in January 2022. Oversees systems development, cybersecurity and privacy, business intelligence and reporting, data center operations, networking, telecommunications, and application and technology support. Prior experience includes 18 years in business and technology consulting at Arthur Andersen, Deloitte, and PwC, and roughly seven years founding and running Vaco Risk Solutions (cybersecurity consulting). The CTIO role delivers quarterly cybersecurity scorecards to the Audit Committee and leads incident response governance, with credentials that include CPA and CISA per company disclosures. Company performance metrics anchoring executive incentives in 2024: Core FFO/share achieved $8.88 (at target), SS NOI growth -1.4% (between threshold and target), FAD between target and maximum; 2022 LTIP 3-year TSR finished below threshold (no awards) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arthur Andersen; Deloitte; PwC | Business & Technology Consulting | 18 years | SOX/IT process, regulatory, and technology execution across enterprises |
| Vaco Risk Solutions | Founder; Cybersecurity Consulting | ~7 years | Built cyber risk advisory; informs MAA’s cybersecurity program leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No current public company board roles disclosed for Fracchia |
Fixed Compensation
| Item | 2024 | Source |
|---|---|---|
| Base Salary | Not disclosed (Fracchia is not an NEO; proxy provides NEO detail only) | |
| Target Bonus % (AIP) | Not disclosed | |
| Actual Bonus Paid | Not disclosed | |
| Perquisites | Not disclosed; company states “No perquisites or personal benefits” for NEO program |
Performance Compensation
Company’s executive incentive framework (NEO program) that typically cascades across leadership. Fracchia’s specific targets/weightings are not disclosed; below is the 2024 NEO framework for context.
| Metric | Weighting (CEO) | Weighting (Other NEOs) | Target | Actual | Payout Direction | Vesting |
|---|---|---|---|---|---|---|
| AIP: Core FFO per Share | 75% | 50% | $8.88 | $8.88 (at target) | Target-level award basis | Cash AIP; annual |
| AIP: SS NOI Growth | 25% | 25% | -1.30% | -1.4% (between threshold and target) | Below target; between threshold/target | Cash AIP; annual |
| AIP: Individual Functional Goals | 0% | 25% | Defined per executive | Mixed; sustainability goals materially met | Discretion up/down up to 25% not used | Cash AIP; annual |
| LTIP: Service-Based Shares | Component of LTIP | Component of LTIP | Grants at Jan 4, 2024 price $132.16 | — | Grant at target; value varies with stock | Vests equally over 3 years |
| LTIP: FAD Performance Shares | Component of LTIP | Component of LTIP | Guidance-based range | Achieved between target and maximum | Earned shares issued Apr 1, 2025 | Vests equally over 2 years |
| LTIP: 3-Yr Relative TSR | Component of LTIP | Component of LTIP | Index = Dow Jones U.S. Real Estate Apartments Index | Below threshold | No award earned | N/A (no shares issued) |
Notes:
- Awards are self-funding; no payouts below threshold; capped at plan maximums; no dividend equivalents on unearned performance shares; no tax gross-ups; no single-trigger CIC; no overlapping metrics between annual and long-term plans .
- Compensation Committee can modify AIP by ±25% (not used for 2024) .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership | 10,185.9243 common shares (Direct) as of 04/01/2025 (Form 3) | |
| Derivatives/Options | None disclosed on Form 3 Table II | |
| Insider Transactions | No Form 4 transactions found in our search (2025 to date) | |
| Trading Controls | Insiders trade only in pre-set windows; all trades pre-cleared; 10b5-1 policy integrated (updated for SEC amendments) | |
| Hedging/Pledging | Prohibited for directors, executive officers, and designated employees; short sales, derivatives, margin, pledging all prohibited; one grandfathered director pledge being eliminated post-2025 annual meeting; no exceptions for executives | |
| Ownership Guidelines | CEO: 3x salary; other NEOs: 2x salary within 3 years; NEOs must hold 50% of net shares until retirement/termination. Fracchia is an executive officer but not an NEO; guideline compliance not disclosed for him |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment Start | October 2016 (joined as CIO) | |
| Years in Role | CIO 2016–2021; EVP CTIO since January 2022 | |
| Contract Term | Not disclosed | |
| Severance (Non-CIC) | Not disclosed for Fracchia; NEO tables show equity vesting-only for some non-CEO positions | |
| Change-in-Control | CIC agreements disclosed for Holder, Hill, DelPriore, Argo (2.99x salary and 2.99x average bonus; double-trigger with vesting/cash-out election); no CIC agreement disclosed for Fracchia | |
| Non-Compete/Non-Solicit | CIC agreements include 2-year non-compete (for those with agreements); no such terms disclosed for Fracchia | |
| Clawback | Executive officers subject to recoupment upon restatement for prior 3 years of incentive-based comp |
Performance & Track Record
| Area | Evidence | Implications |
|---|---|---|
| Cybersecurity governance | CTIO leads program; quarterly scorecards to Audit Committee; incident response plan and cross-functional critical response team; certifications include CPA, CISA | Mature governance reduces operational and reputational risk; board-level oversight linkage |
| Systems integration | Post-merger CIO tasked with combining systems and building unified platform to support growth | Supports scalability in operations and data platforms |
| Company financial performance linkage | 2024 AIP/LTIP paid at target or above for FFO/FAD; TSR underperformed index (no award) | Incentives tied to measurable outcomes; market-relative TSR risk |
Compensation Peer Group & Say-on-Pay
- Peer group used for 2024 benchmarking included: American Homes 4 Rent, AvalonBay, BXP, Camden, Equity Residential, Essex, Equity LifeStyle (added for 2024), Extra Space, Invitation Homes, Kimco, Public Storage, Sun Communities, UDR. Company performance near the peer group 75th percentile over 1/3/5 years; target total direct compensation around 54th percentile at the time of study .
- Say-on-Pay approved annually since 2011; 2024 approval 91%; average ~94% since 2011 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no exceptions for executives; one legacy director pledge removed post-annual meeting .
- No related party transactions proposed since 2024; no waivers under Code of Conduct; no indebtedness of management in 2024 .
- Audit Committee oversight strong; independent, financial expert leadership; regular executive sessions and whistleblower program .
Investment Implications
- Alignment: Direct share ownership and strict prohibitions on hedging/pledging, coupled with trading windows and preclearance, reduce misalignment and opportunistic selling risk; no recent Form 4 activity suggests limited near-term selling pressure .
- Retention: Lack of disclosed CIC/severance terms for Fracchia versus peers with robust double-trigger CIC may modestly increase retention risk in strategic M&A scenarios; however, seniority, internal tenure since 2016, and board-integrated cybersecurity oversight suggest institutional stability .
- Performance linkage: Company’s incentive architecture uses clear financial (FFO, FAD) and market (relative TSR) metrics; TSR underperformance led to zero payout for that component, indicating pay-for-performance enforcement. As CTIO, execution in cybersecurity/technology likely features in functional objectives, though his specific AIP weights are not disclosed .
- Disclosure gap: As a non-NEO, detailed cash/equity comp and vesting for Fracchia are not provided; investors should monitor future proxies and Section 16 filings for grant trends and any Rule 10b5-1 plans .
Notes: Where “not disclosed,” MAA’s 2025 DEF 14A did not provide individual data for Joe Fracchia beyond role, age, and responsibilities. All other data points are cited explicitly above.