Robert DelPriore
Executive Vice President, Chief Administrative Officer and General Counsel at MID AMERICA APARTMENT COMMUNITIES
Executive
About Robert DelPriore
Robert J. DelPriore is EVP, Chief Administrative Officer and General Counsel at MAA; age 57, he joined MAA in August 2013 as EVP & General Counsel, developed the internal Legal Department, and later added oversight of the Commercial Division and Enterprise Risk Management before being promoted to EVP & CAO in early 2022 . 2024 company performance tied to his incentives: Core FFO per Share was $8.88 (at target), SS NOI Growth was -1.4% (between threshold and target), and FAD was $745.48 million (between target and maximum); 1-year TSR was 19.9% vs 20.5% for the Dow Jones U.S. Real Estate Apartments Index and 25.0% for the S&P 500, and the 2022 LTIP 3‑yr relative TSR paid 0% (below threshold) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MAA | EVP & General Counsel | 2013–early 2022 | Built internal Legal Department; added Enterprise Risk Management and Commercial Division responsibilities |
| MAA | EVP, Chief Administrative Officer & General Counsel | Early 2022–present | Corporate administration and legal oversight; risk management; commercial operations governance |
| Private practice of law (counsel to MAA) | Counsel | Prior to 2013 | Provided legal counsel to MAA prior to joining |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for DelPriore in the proxy |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary (set by Committee) | $583,018 | Target base salary approved for 2024 |
| Salary Received (cash paid) | $582,259 | Actual salary paid in 2024 |
| Summary Compensation Table – Salary | $582,259 | 2024 SCT salary |
| Summary Compensation Table – Stock Awards (ASC 718) | $1,496,421 | 2024 LTIP grant-date fair value |
| Summary Compensation Table – Non‑Equity Incentive Plan (AIP cash) | $729,498 | 2024 AIP payout |
| Summary Compensation Table – All Other Compensation | $118,326 | Deferred comp and 401(k) matches/dividends on unvested RSUs |
| Summary Compensation Table – Total | $2,927,004 | 2024 SCT total compensation |
Performance Compensation
| Plan | Metric | Weighting/Target Structure | Target | Actual | Payout vs Target | Vesting / Form |
|---|---|---|---|---|---|---|
| 2024 AIP (cash) | Core FFO per Share | 50% of salary for NEOs (threshold/target/max: 12.5%/50%/100%) | $8.88 | $8.88 | 100% | Cash paid in early 2025; DelPriore earned $378,961 |
| 2024 AIP (cash) | SS NOI Growth | 25% of salary (6.25%/25%/50%); threshold -2.80%, target -1.30% | -1.30% | -1.40% | 95% | Cash; DelPriore earned $180,004 |
| 2024 AIP (cash) | Individual Functional Goals | 25% of salary (22.5%/22.5%/28.13%) | N/A | Goals assessed | 90% | Cash; DelPriore earned $170,533; goals included risk, smart-lock oversight, commercial leasing, privacy compliance, sustainability |
| 2024 LTIP (equity) | Service-based RSUs | 55% of salary (target) | $320,660 | Stock price uplift applied | 117% | RSUs vest 33.33% annually over 3 years; 2,426 service RSUs granted 1/4/2024 |
| 2024 LTIP (equity) | FAD performance RSUs | 20.63%/82.50%/123.75% of salary (thr/target/max) | $741.09m | $745.48m | 132% | Earned PSUs issued 4/1/2025; vest 50%/50% over 2 years; 4,119 shares for DelPriore |
| 2022 LTIP (equity) | 3‑yr relative TSR vs Dow Jones Apt Index | 34.37%/137.50%/275% of salary (thr -400bps / target index / max +400bps) | Index benchmark | Below threshold | 0% | No award earned for any NEO for 2022 LTIP TSR |
Additional 2024 target and maximum structures:
- 2024 AIP target for DelPriore: Core FFO $378,961; SS NOI $189,481; Functional $189,481; total $757,923 .
- 2024 LTIP target for DelPriore: Service $320,660; FAD $480,990; 3‑yr TSR $801,650; total $1,603,300 .
- 2024 AIP maximums for DelPriore: Core FFO $757,923; SS NOI $378,961; Functional $236,880; total $1,373,764 .
- 2024 LTIP maximums for DelPriore: Service $320,660; FAD $721,485; 3‑yr TSR $1,603,299; total $2,645,444 .
- Grants of plan‑based awards (approved 12/12/2023 AIP; 1/4/2024 LTIP): AIP threshold/target/max $331,620/$757,923/$1,373,764; LTIP shares threshold/target/max 4,852/12,130/20,016; fair value $1,496,421 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 53,969 shares beneficially owned; percent of class less than 1% |
| Shares acquired on vesting (2024) | 12,283 shares; value realized $1,586,896 |
| Unvested RSUs (as of 12/31/2024) | 3,221 shares total: 2022 LTIP 1/4/2022 unvested 437; 2022 LTIP 4/1/2023 unvested 1,474; 2023 LTIP 1/4/2023 unvested 1,310 |
| Options outstanding | None; no NEOs hold stock options |
| Ownership guidelines | NEOs must own ≥2× base salary within 3 years; all NEOs in compliance |
| Holding requirement | Must retain ≥50% of net shares until retirement/termination or NEO status ends; 100% compliance |
| Hedging/pledging | Prohibited: hedging, short sales, derivatives, margin use, pledging; no exceptions allowed prospectively; after the Annual Meeting, no directors or executive officers will have pledged shares |
Selected vesting schedule details:
- 2024 Service RSUs issued 1/4/2024: 2,426 shares; vest 33.33% annually on each anniversary .
- 2024 FAD PSUs earned/issued 4/1/2025: 4,119 shares; vest 50% on each anniversary of 4/1/2025 and 4/1/2026 .
- Prior awards (examples): 2022 LTIP 4/1/2023 issue 2,947 shares, vest 50% annually from 4/1/2024 (1,474 unvested at 12/31/2024); 2023 LTIP 1/4/2023 issue 1,964 RSUs, vest 33.33% annually from 1/4/2024 (1,310 unvested) .
Employment Terms
| Agreement Type | Key Terms | Economics |
|---|---|---|
| Employment agreement | None; only CEO has an employment agreement | — |
| Change-in-control agreement | Applies to DelPriore; double-trigger termination by MAA without cause or by NEO for good reason in anticipation of/on/within specified period after a change in control; no single‑trigger agreements | 2.99× base salary ($1,743,224), 2.99× bonus ($3,099,326; average of prior two years), pro‑rated bonus ($757,923), accelerated equity awards ($6,805,253), insurance ($26,281); total $12,432,007 (values at $154.57 stock price as of 12/31/2024) |
| Termination without cause / good reason (no CIC) | NEOs (other than CEO) receive no cash severance; only certain equity awards per plan terms | Equity awards value: $3,824,750; total $3,824,750 for DelPriore |
| Clawback policy | Restatement-based recoupment of incentive-based compensation paid in preceding 3 years | |
| Tax gross-ups | No tax gross‑ups for excess parachute payments | |
| Deferred compensation | Employer match to Executive Deferred Compensation Plan $45,845 (2024); 401(k) match $13,800; total other compensation $118,326; 401(k) balance $428,471 |
Compensation Structure Analysis
- 2024 base salary increased 3.5% (cost of living) for DelPriore; no changes to Target AIP or Target LTIP multiples vs prior year .
- Majority of compensation is performance‑based and equity; AIP paid at Core FFO 100%, SS NOI 95%, functional goals 90%; LTIP service 117%, FAD 132%, TSR 0%—clear linkage to operational/market outcomes .
- No options outstanding; shift historically toward RSUs/PSUs with explicit vesting and at‑risk forfeiture; dividends on unvested service RSUs accrue; PSUs do not accrue dividends during performance period .
Investment Implications
- Alignment: Strong prohibitions on hedging/pledging and a 50% net‑share holding requirement plus 2× salary ownership guideline reduce misalignment risk and dampen forced selling pressure around vest dates; management reports full compliance .
- Near‑term equity deliveries: DelPriore has ~3,221 unvested RSUs and 4,119 FAD PSUs issued 4/1/2025 that vest over 2025–2026, creating scheduled equity deliveries; however, mandated retention mitigates wholesale disposals .
- Pay-for-performance: AIP/PSU outcomes tracked operational metrics (Core FFO at target; SS NOI below target; FAD above target) and market TSR paid 0%, signaling discipline and reducing windfall risk; watch SS NOI recovery to drive AIP and PSU payouts in 2025 .
- Change‑in‑control economics: Double‑trigger CIC terms with 2.99× multiples plus accelerated equity create meaningful retention but also sizable potential exit cost ($12.43 million for DelPriore), relevant for M&A scenarios and potential governance scrutiny; no single trigger and no tax gross‑ups are positives .