Melanie Carpenter
About Melanie Carpenter
Melanie Carpenter is Executive Vice President, Chief Human Resources Officer (CHRO) at Mid‑America Apartment Communities (MAA). She joined MAA in March 2000, became Director of Human Resources in 2011, and was promoted to CHRO in 2016; she is 48 years old . Company performance framing her remit in 2024: Core FFO per share was $8.88 (at target), SS NOI growth was -1.4% (between threshold and target), and diluted EPS was $4.49; MAA increased the annual common dividend 5% to $5.88 and delivered 1‑year TSR of 19.9% in 2024 (below sector and S&P 500) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MAA | Human Resources Assistant | 2000–2011 | Human capital support across HR specialties (organizational development, employee relations, recruitment) |
| MAA | Director of Human Resources | 2011–2016 | Led associate training and communications, foundational HR programs |
| MAA | EVP, Chief Human Resources Officer | 2016–Present | Executive leadership over all HR; tenure aligned with long‑term culture and retention initiatives |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cooperative Marketing Concepts | Human resources | 1996–2000 | Early-career HR experience prior to joining MAA |
Performance Compensation
MAA’s disclosed executive incentive framework (for NEOs) shows the levers that drive pay-for-performance; Melanie’s specific incentive metrics are not separately disclosed.
| Metric | Weighting (NEOs) | Target (2024) | Actual (2024) | Payout outcome | Vesting mechanics |
|---|---|---|---|---|---|
| Core FFO per Share (AIP) | CEO 75%; other NEOs 50% | $8.88 (guidance target) | $8.88 | At target; no adjustments by Committee | Cash annual bonus (AIP) |
| Same Store NOI Growth (AIP) | 25% (all NEOs) | -1.30% (target) | -1.4% | Between threshold and target; partial payout | Cash annual bonus (AIP) |
| FAD (LTIP) | 30% of LTIP value | $741,088,150 target; threshold $724,413,667; max $757,762,633 | $745,484 million | Between target and maximum | Earned shares vest over 2 years |
| 3‑Year Relative TSR (LTIP) | 50% of LTIP value; capped at target if absolute TSR negative | Target = Dow Jones U.S. Real Estate Apartments Index; threshold −400 bps; max +400 bps | 2022 LTIP period (2022–2024) below threshold → 0 | No award earned | Any earned shares vest immediately upon issuance at period end |
| Service‑based restricted shares (LTIP) | 20% of LTIP value | Fixed grant | N/A | Time-based vest only | Equal tranches over 3 years |
Note: AIP = Annual Incentive Plan; LTIP = Long‑Term Incentive Program. These plan mechanics define the performance levers for senior executives; Melanie Carpenter’s specific incentive weights/targets are not disclosed.
Equity Ownership & Alignment
- Insider trading and special procedures: Directors, executive officers, and designated employees must trade only in set windows, pre‑clear all transactions, and comply with Rule 10b5‑1 procedures; hedging and pledging are prohibited .
- Holding and ownership policies: NEOs must retain 50% of net shares acquired until retirement/termination and meet ownership guidelines (CEO 3x salary; other NEOs 2x salary); the company reports 100% compliance for NEOs .
- Clawback policy: Current and former executive officers must repay incentive‑based compensation for the prior three years if a material accounting restatement occurs .
Carpenter’s Rule 10b5‑1 trading arrangement (adds visibility on vesting-related selling pressure):
| Name | Adoption date | Start | End | Nature | Aggregate gross shares referenced | Limit |
|---|---|---|---|---|---|---|
| Melanie Carpenter (EVP, CHRO) | 08/18/2025 | 01/06/2026 | 04/30/2026 | Sale of 100% of net shares from vesting of restricted stock awards | Gross vesting quantity: 1,828 shares | Lesser of net shares or $150,000 |
MAA also disclosed no non‑Rule 10b5‑1 trading arrangements adopted/terminated in Q3 2025 .
Employment Terms
- Change‑in‑control (CIC) agreements disclosed for specific executives (Holder, Hill, DelPriore, Argo; Campbell through 12/31/2024). Melanie Carpenter is not named among executives with CIC agreements in the proxy, and no employment agreement for her is disclosed .
- For executives with CIC agreements, economics include 2.99x base salary and 2.99x average cash bonus; double‑trigger treatment and accelerated vesting rules apply under specified sale events .
- Governance protections: No single‑trigger arrangements, no tax gross‑ups for excess parachute payments, and no evergreen provisions in equity plans .
Performance & Track Record
| Metric (FY2024) | Value |
|---|---|
| Core FFO per Share – Diluted | $8.88 |
| Diluted EPS | $4.49 |
| SS Property Revenue Growth | 0.5% |
| SS Operating Expense Growth | 3.9% |
| SS NOI Growth | −1.4% |
| Annual Dividend Rate | $5.88 (+5% YoY) |
| One‑Year TSR | 19.9% (vs sector 20.5%, S&P 500 25.0%) |
Historical note: Carpenter was included among Non‑PEO NEOs in MAA’s Pay‑Versus‑Performance disclosure for 2020 (not for subsequent years), indicating prior NEO status in that year .
Investment Implications
- Alignment: Company‑wide prohibitions on hedging/pledging, mandated trading windows/pre‑clearance, and clawback policy strengthen alignment; for NEOs, ownership and holding requirements further reinforce long‑term focus .
- Selling pressure: Carpenter’s Rule 10b5‑1 plan is limited to net share sales from scheduled vesting and capped at $150,000, which indicates routine liquidity management rather than discretionary sales; monitor executions during Jan–Apr 2026 .
- Retention and severance economics: No disclosed CIC or employment agreement for Carpenter, while several other executives have defined CIC protections (2.99x salary/bonus). The absence of disclosed contractual severance terms for Carpenter is notable in benchmarking retention risk vs peers inside MAA .
- Performance linkage: The enterprise incentive architecture emphasizes Core FFO, SS NOI, FAD, and 3‑year relative TSR—metrics central to REIT value creation. While Carpenter’s individual targets are not disclosed, investor alignment derives from corporate frameworks that tie senior pay to these outcomes .