John P. Case
About John P. Case
Independent director of MAA since 2023; age 61 as of the May 20, 2025 annual meeting. Former CEO, President and CIO of Realty Income Corporation with three decades in REIT leadership, capital markets and real estate investment banking, bringing strong capital allocation, REIT governance, and transaction expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bunker Hill Group | Chairman and Principal | 2019–2024 | Strategic advisory experience relevant to REIT strategy and capital allocation |
| Ares Management Corporation | Partner and Senior Advisor | 2021–2023 | Capital markets perspective and sponsor-side insight |
| Realty Income Corporation | CEO and Director | 2013–2018 | Led public REIT with extensive M&A and investment program |
| Realty Income Corporation | President | 2013 | Corporate leadership and transition planning |
| Realty Income Corporation | EVP, Chief Investment Officer | 2010–2013 | Chaired investment committee; deep underwriting |
| Merrill Lynch, UBS, RBC Capital Markets | Real Estate Investment Banker | 1991–2010 | Executed capital markets and advisory mandates across cycles |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| EPR Properties | Director | 2023 | Current public directorship; board service complements REIT governance perspective . Other public boards in past 5 years include Duke Realty (2018–2022) and Realty Income (2013–2018) . |
Board Governance
- Independence: Classified as Independent; board confirms independence under NYSE and SEC standards (all committees of Audit, Compensation, and Nominating are 100% independent) .
- Committee assignments: Compensation Committee; Real Estate Investment Committee (not a chair) .
- Attendance: Each director attended >75% of board and committee meetings in 2024; average attendance 97.4% .
- Years of service: Director since 2023 (annual board elections) .
- Executive sessions: Regular non‑management and independent director sessions led by lead independent director .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $97,250 | Cash portion of annual board and committee retainers realized in 2024; reflects two service periods (2023–2024 and 2024–2025) . |
| Stock Awards (Restricted Stock) | $169,943 | Annual director equity grant realized basis; 1,245 shares granted to non‑employee directors elected May 21, 2024 at $136.50; vests at end of term (May 21, 2025) . |
| Dividends on Unvested Awards | $6,877 | Cash dividends on unvested equity/RSUs in 2024 . |
| Total | $274,069 | Sum of cash, stock awards grant-date value, and dividends . |
2024–2025 Director Fee Schedule (context)
- Board service: $80,000; Compensation Committee member: $9,750; Real Estate Investment Committee service: $8,500. Committee chair and lead independent differentials apply, but Case is not a chair .
- Equity grant: Approx. $170,000 in restricted stock per non‑employee director (service‑vest over the one‑year term) .
Deferred Compensation Elections (2024)
| Item | Value/Units |
|---|---|
| Cash fees deferred into RSUs | $24,057 foregone cash; 165 RSUs credited |
Ownership Guidelines and Alignment
- Directors must own 5× annual cash retainer within 5 years; company discloses 100% compliance with ownership and holding requirements .
- Non‑employee directors may defer cash/equity into RSUs; dividends credited as RSUs until payout after board service .
Performance Compensation
| Award Type | Performance Metrics | Vesting | Amount/Detail |
|---|---|---|---|
| Restricted Stock (annual director grant) | Not applicable (service‑based only; no performance metrics for directors) | Vests at end of the one‑year director term | 1,245 shares granted 5/21/2024 at $136.50; vests 5/21/2025 |
Note: Performance metrics (Core FFO/share, SS NOI, FAD, TSR) apply to executive incentive plans, not to non‑employee director compensation .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | EPR Properties (since 2023) |
| Prior public boards (5 yrs) | Duke Realty (2018–2022); Realty Income (2013–2018) |
| Committee interlocks | Case served on MAA’s Compensation Committee in 2024. The company discloses no compensation committee interlocks or relationships requiring Item 404 disclosure for members in 2024; none of MAA’s NEOs served on the comp committee of another entity whose executives served on MAA’s Board/Comp Committee . |
Expertise & Qualifications
- Key knowledge and experience: Real estate investment; strategic planning and oversight; risk management; cybersecurity; public company platform; capital markets; financial literacy; large‑organization leadership; corporate governance .
- Additional contributions: Commercial sector real estate expertise; MAA market knowledge; REIT structure; compensation and human capital committee experience; business continuity and crisis management; M&A; regulatory compliance; change and growth management .
Equity Ownership
| Holder | Aggregate Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John P. Case | 2,941 | <1% | Includes 2,741 shares held in a deferred compensation account (RSUs) . |
Policy and Pledging/Hedging
- MAA prohibits hedging, short sales, derivatives, margin, and pledging by directors and officers; one legacy pledge was grandfathered for a director not nominated in 2025; after the 2025 meeting there will be no pledges by directors/officers .
Governance Assessment
- Strengths: Independent director with deep REIT CEO and CIO experience; serves on Compensation and Real Estate Investment Committees, aligning with skills in capital allocation and pay governance . High board/committee independence, regular executive sessions, and strong attendance support board effectiveness . Ownership alignment via 5× retainer guideline and active deferral into RSUs; comprehensive anti‑hedging/pledging and 10b5‑1 controls .
- Potential risks/considerations: Concurrent outside directorship (EPR Properties) is within board limits but should be monitored for time commitments and any potential market overlap; MAA discloses no related‑party transactions and no compensation committee interlocks requiring disclosure in 2024, mitigating conflict concerns .
- Shareholder alignment backdrop: Say‑on‑pay approved annually since 2011; 91% approval in 2024 indicates stable investor support for compensation governance overseen by the compensation committee on which Case serves .
Appendix: Program and Policy References
- Director compensation structure and 2024–2025 fee schedule; equity grant mechanics; deferred compensation plan .
- Board/committee composition and independence; meeting cadence and attendance .
- Related party transactions and conflicts oversight; 2024 disclosure of none .
- Beneficial ownership table (management and directors) .