Filed by the Registrant ☒

PROXY STATEMENT

MID-AMERICA APARTMENT COMMUNITIES, INC.

2024 ANNUAL MEETING OF SHAREHOLDERS 

www.virtualshareholdermeeting.com/MAA2024 

Tuesday, May 21, 2024 

12:30 p.m. CDT

PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

2021 ANNUAL MEETING OF SHAREHOLDERS

Virtual Annual Meeting of Shareholders

Tuesday, May 18, 2021

12:30 p.m. CDT

MID-AMERICA APARTMENT COMMUNITIES, INC.

April 5, 2021INTRODUCTION

TO MY FELLOW SHAREHOLDERS

TO MY FELLOW SHAREHOLDERS

As we celebrate 30 years as a public company, I am pleased to invite you to attend the 20212024 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc. The meeting will be held at 12:30 p.m., Central Daylight Time, on Tuesday, May 18, 2021. As the roll-out of the COVID-19 vaccine may not yet be fully deployed, we21, 2024. We will be conducting our annualthe meeting online for the safetyin order to provide all of our shareholders employeesthe same opportunity to participate as they would have at an in-person meeting, including the right to vote and the ability to ask questions through the virtual meeting platform. We believe a virtual-only format allows equal access to our shareholders as it eliminates both the time and cost associated with physically attending the meeting for our geographically dispersed shareholders and any health concerns or other attendees. limitations of our shareholders, associates and Directors.

The Notice of Annual Meeting of Shareholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted atduring the meeting, instructionsmeeting. Your vote on howthe proposals to vote and participate inbe voted upon during the meeting and other important information.

Whether or not you plan to virtually attend the 20212024 Annual Meeting of Shareholders is important to us, and I encourage you to vote in advance, regardless of whether you plan to virtually attend the meeting. Please review the instructions in the How to Vote section of the accompanying Proxy Statement on page 75 to ensure that your shares will be represented and voted. Your vote is important.meeting or not.

On behalf of the otherBoard of Directors and themy fellow associates, of MAA, I would like to recognize Russell R. FrenchToni Jennings for his dedicatedher nearly seven and a half years of service to MAA as a member of our company and Board of Directors. Under the age limitation in our Corporate Governance Guidelines, Mr. FrenchMs. Jennings is ineligible to be nominated for electionre-election at the 20212024 Annual Meeting of Shareholders. His knowledge and experience have provided valuable guidance not only toShareholders under our mandatory retirement policy. Ms. Jennings joined the MAA but alsoBoard of Directors as part of our merger with Post Properties, Inc. in December 2016, after having served on the Post Properties, Inc. board of directors for five years. Her prior service to Post Properties, Inc. priorhelped ensure a smooth and successful integration of our companies and her knowledge, experience and dedicated service continued to our merger in 2016.provide valuable guidance to MAA after the merger. We are grateful for the insight and integrity he employed in representing the best interestsMs. Jennings’ years of enthusiastic representation of our shareholders throughand wish her the years and I thank him for his service.best with her future endeavors.

As we shared in prior proxy statements, we believe continuing to add diversity to our Board to better reflect and represent our residents and associates, better inform our strategic decisions and better lead our company towards providing sustainable and growing shareholder returns, should be a critical attribute incorporated in our succession planning efforts. I am pleased to report that in September 2020, after a director search started in 2019 inIn anticipation of Mr. French’s pending retirement, Edith Kelly-Green was appointedMs. Jenning’s departure, as well as future planned retirements, we asked shareholders to appoint three new directors at our 2023 Annual Meeting of Shareholders as part of our long-term proactive director succession efforts, and shareholders elected Deborah Caplan, John Case and Tamara Fischer to our Board of Directors. Ms. Kelly-Green’s financial acumen, risk oversight experience, proven entrepreneurial endeavorsThis temporarily increased the size of our Board of Directors to thirteen members. Mses. Caplan and extensive community service, among other qualifications (see page 26), make her a valuable addition to bothFischer and Mr. Case have all been re-nominated for election by shareholders at the 2024 Annual Meeting of Shareholders. Should all director nominees be elected at the 2024 Annual Meeting of Shareholders, the size of the Board of Directors and Audit Committee andwill reduce to twelve members. As we are pleasedcontinue to list her as a Director Nominee inexecute our long-term succession plans, we anticipate the accompanying Proxy Statement.

I am also pleased to report that, as we committed to do in last year’s proxy statement, we issued our inaugural Corporate Responsibility Report in 2020. While you will find some highlights of ESG information in the accompanying Proxy Statement, particularly corporate governance information directly related to the proposals being presented at the Annual Meeting, I encourage you to read our full Corporate Responsibility Report and learn more about our ESG sustainability targets, strategies, programs and goals. The report can be found on our website at ir.maac.com/overview/sustainability.

You can learn about other developments in the New and Notable list located on page 1size of the accompanying Proxy Statement. We’ve added this section to highlight new and enhanced disclosures we believe shareholdersBoard of Directors will find useful in evaluating the matters up for vote at the Annual Meeting. Some of these endeavors and disclosures have been developed in response to our shareholder engagement activities and we hope you will find them helpful.further reduce.

Along with the other members of the Board of Directors and my fellow MAA associates, I thank you for your support and interest in MAA and I look forward to hosting you at the 20212024 Annual Meeting of Shareholders.

	Sincerely,
	H. Eric Bolton, Jr.
	Chairman of the Board of Directors and Chief Executive Officer

PROXY NAVIGATION

NEW AND NOTABLE
ü	RUSSELL R. FRENCH to retire from the Board under the mandatory retirement age provision of the Corporate Governance Guidelines (pages 3, 8)	April 8, 2024

ü 2024 PROXY STATEMENT

EDITH KELLY-GREEN, appointed1

 

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INTRODUCTION

DEFINED TERMS, ACRONYMS AND ABBREVIATIONS

Below are the definitions of various defined terms, acronyms and abbreviations used throughout the Proxy Statement.

MEETING AND MATERIALS
Annual Meeting	2024 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc.
Annual Meeting Notice	Notice of 2024 Annual Meeting of Shareholders
Annual Report	Annual Report to Shareholders for the Year Ended December 31, 2023
Beneficial Shareholder	A Beneficial Shareholder is a shareholder whose shares are held by a bank, brokerage firm or other nominee. Such shares are often referred to as being held in Street Name.
MAA, we, us, our	Mid-America Apartment Communities, Inc.
Notice of Internet Availability Availability	Notice Regarding Internet Availability of Proxy Materials
Proxy Statement	This Proxy Statement
Shareholder of Record or Registered Shareholder	A Shareholder of Record, also referred to as a Registered Shareholder, is a shareholder who owns their shares directly through MAA’s transfer agent, Broadridge Corporate Issuer Solutions, Inc.
Voter Instruction Form	Instructions included with proxy materials provided to Beneficial Shareholders by a bank, brokerage firm or other nominee.
EXECUTIVE AND DIRECTOR COMPENSATION
401(K) Plan	MAA 401(K) Savings Plan
2023 Omnibus	Mid-America Apartment Communities, Inc. 2023 Omnibus Incentive Plan
AIP	Annual Incentive Plan
CAP	Compensation Actually Paid
Code	Internal Revenue Code of 1986, as amended
Director Deferred Compensation Plan	Non-Qualified Deferred Compensation Plan for Outside Company Directors
Executive Deferred Compensation Plan	Non-Qualified Executive Deferred Compensation Plan
FAD	Funds Available for Distribution
FFO	Funds From Operations
FFO per Share	Funds From Operations per Diluted Common Share and Unit
GOI	Gross Operating Income
LTIP	Long-Term Incentive Program
NEO	Named Executive Officer
NOI	Net Operating Income
Pearl Meyer	Pearl Meyer & Partners, LLC
SS	Same Store
TSR	Total Shareholder Return
ACCOUNTING AND AUDITING
ASC	Accounting Standards Codification
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles
Financial Expert	Audit committee financial expert as defined under Item 401(h) of Regulation S-K
GENERAL TERMS AND COMMON ABBREVIATIONS
Board	Refers to the Board and Audit Committee in September 2020 as part of succession planning efforts, presented as a Director Nominee (pages 3, 8, 26)		Directors of Mid-America Apartment Communities, Inc.
CAO			Chief Administrative Officer
üCEO	New disclosure on our approach to CYBERSECURITY and INFORMATION SECURITY(pages 15-16)		Chief Executive Officer
CFO			Chief Financial Officer
üCIO	Enhanced disclosureChief Investment Officer
CSAO	Chief Strategy & Analysis Officer
Director	A current member of the Board’s PROCESS FOR IDENTIFYING AND SELECTING DIRECTOR NOMINEES(pages 20-21)		Board Board of Directors of Mid-America Apartment Communities, Inc.
Director Nominees
	IN RESPONSE TO INVESTOR ENGAGEMENT ACTIVITIES
ü	Enhanced and expanded disclosures on the QUALIFICATIONS AND CONTRIBUTIONS OF DIRECTOR NOMINEES(pages 22-34)
ü	Disclosure of RACIAL MAKEUP OF THE BOARD(pages 4, 11, 22)
ü	Inaugural CORPORATE RESPONSIBILITY REPORT
ü	HUMAN RIGHTS STATEMENT
ü	VENDOR CODE OF CONDUCT
	Sometimes you do things just because it’s the right thing to do. That’s why one of the core values in our culture statement is ‘Doing the right thing, at the right time, for the right reasons’. But at MAA, we also know that executing a focused ESG program can make us a better landlord, a better employer and a better neighbor, contributing to the sustainable, long-term success of our company, and ultimately making MAA a better investment for our shareholders. Because our ESG initiatives impact all areas of our company, you will not find a dedicated ESG section in this Proxy Statement. Rather, to assist shareholders in evaluating the mattersThe individuals being presented for shareholder approval at the Annual Meeting this document primarily incorporates ESG concepts that are directly relatedto serve as directors of MAA until the 2025 annual meeting of shareholders
EVP	Executive Vice President
GC	General Counsel
NYSE	New York Stock Exchange
REIT	Real Estate Investment Trust
SEC	Securities and Exchange Commission

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INTRODUCTION

TABLE OF CONTENTS

INTRODUCTION		Pages 1-9
4	Notice of 2024 Annual Meeting of Shareholders
5	Meeting Logistics Summary
6	New and Notable
6	Additional Information and Resources
7	Proxy Highlights
PROPOSAL 1:  ELECTION OF DIRECTORS		Pages 10-39
10	The Board’s Role and Responsibilities
12	Board Structure and Composition
16	Additional Board Governance
22	Process for Identifying and Selecting Director Nominees
24	Director Nominees for Election
37	Non-Management Director Compensation
PROPOSAL 2:  EXECUTIVE COMPENSATION		Pages 40-69
41	NEOs of the Registrant
42	Compensation Discussion and Analysis  (section Table of Contents on page 42)
57	Compensation Committee Report
58	Executive Compensation Tables
67	CEO Pay Ratio
68	Pay Versus Performance
PROPOSAL 3:  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		Pages 70-74
71	Audit and Non-Audit Fees
71	Audit Committee Policies
74	Audit Committee Report
SECURITIES OWNERSHIP		Pages 75-76
75	Securities Authorized for Issuance Under Equity Compensation Plans
75	Security Ownership of Certain Beneficial Owners
76	Security Ownership of Management
GENERAL INFORMATION		Pages 77-81
77	Meeting Information
78	Voting Information
79	Meeting Materials Information
80	Matters Related to the meeting proposals.2025 Annual Meeting of Shareholders
81	Questions
NON-GAAP FINANCIAL MEASURES		Pages 82-83
OTHER MATTERS		Page 84

Cautionary information and forward-looking statements

This document may include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The forward-looking statements in this document are subject to certain known and unknown risks, uncertainties and other factors including the risks relating to the company’s strategy, operations and performance and the financial, legal, tax, regulatory, compliance, reputational, and other factors discussed in “Risk Factors” in the company's Annual Report on Form 10- K for fiscal year 2023 and subsequent filings with the SEC, which are available at http://www.sec.gov. Although we believe that the assumptions underlying any forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements may not prove to be accurate. In light of the significant uncertainties inherent in any forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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ADDITIONAL INFORMATION AND RESOURCES

Information in this Proxy Statement focuses on the business to be brought before the 2024 Annual Meeting of Shareholders. As a result, it may not include all information of interest to each of our shareholders or other interested parties. Below, we have listed resources that provide expanded discussions on several topics that may be of interest. Please note that any websites, materials or documents listed below are not incorporated by reference in to this Proxy Statement. 

CYBERSECURITY	Discussions on Board and Audit Committee oversight of our entire ESG program,cybersecurity platform can be found in this Proxy Statement on pages 17-18. For additional information and enhanced disclosures, including our cybersecurity risk management platform and cybersecurity risks we encourage you to read Item 1C. Cybersecurity and “Risk Factors – We rely on information technology systems in our inaugural Corporate Responsibility Report that provides enhanced discussionsoperations, and more detailed information, particularlyany breach or security failure of those systems could materially adversely affect our business, financial condition, results of operations and reputation” in regards toItem 1A. Risk Factors in our environmental and social initiatives. The report, which includes an external assessment of our ESG program, reduction goals for water and energy usage as well as greenhouse gas emissions and specific environmental metric performance data, can be foundForm 10-K filed with the SEC on the sustainability page of our website along with our Human Rights Statement and Vendor Code of Conduct. February 9, 2024  https://www.sec.gov
HUMAN CAPITAL	You can also find additional disclosures related to our human capital in the Item 1. Business section of our Form 10-K filed with the SEC on February 18, 2021.9, 2024.  See page 10 for a discussionhttps://www.sec.gov In addition, our Human Rights Statement can be viewed on our Board’s oversight of ESG matters.website.								ir.maac.com/overview/Sustainability
CORPORATE RESPONSIBILITY
	ü	References and Abbreviations moved Because our corporate responsibility initiatives impact all areas of our company, you will not find a dedicated corporate responsibility section in this Proxy Statement. Rather, to inside back coverassist shareholders in evaluating the matters being presented for quick access

INFORMATION ON OUR WEBSITE IS NOT INCORPORATED BY REFERENCE

Information on our website is not incorporated by reference into this Proxy Statement.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

For the safety of our shareholders, associates and the other attendees, the 2021 MAA Annual Meeting of Shareholders will be held only in a virtual meeting format via the internet. There will be no physical location for shareholders or other attendees to gather in person. Shareholders will be able to participate, submit questions related to the items of business being considered, vote and view the shareholder list during the Annual Meeting by using their 16-digit control number to log in to the Annual Meeting as a shareholder at www.virtualshareholdermeeting.com/MAA2021.

LOGISTICS

Shareholders of record at the close of business on Friday, March 12, 2021, the record date for the Annual Meeting, are entitled to receive this notice and to vote on the proposals.

Shareholders will also consider any other business as may properly come before the meeting or adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT

Please vote your shares in advance of the Annual Meeting regardless of whether or not you plan to attend.

	OnlineCode of Conduct  www.ProxyVote.com		By Mail Whistleblower Policy  Complete, sign, date and return a valid proxy card or Voter Instruction Form	By Order ofCommunications with the Board of Directors,
	By Phone 800-690-6903			Leslie B.C. Wolfgang Senior Vice President, Chief Ethics and Compliance Officer, and Corporate Secretary

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PROXY HIGHLIGHTS

CORPORATE GOVERNANCE

The Board has established numerous policies and practices to foster a culture of integrity, ensure MAA is well managed, align the interests of leadership with stakeholders and help ensure MAA’s operations and performance are sustainable over the long term. The below highlights some of MAA’s corporate governance standards.

BOARD PRACTICES

ü

Lead Independent Director (see page 11)

ü

100% Independent Audit, Compensation and Nominating and Corporate Governance Committees (see page 11) Real Estate Investment

COMMUNICATE WITH THE BOARD

ü

Annual Board and committee evaluations (see page 17)

ü

Regular executive sessions of Independent and Non-Management Directors (see pages 11-12, 17)

ü

Required retirement (see page 17)

ü

Director, CEO and NEO equity ownership requirements (see page 17)

ü

Prohibition against hedging or pledging equity (see page 18)

ü

Reimbursement of Director education events (see page 17)

	ü	Ability for shareholders and other interested partiesYou can use the address to communicate directly withthe right to contact the Board (see pages 1, 11)Please indicate the appropriate recipient.	MAA ATTN: [Board or Group Name]  c/o Corporate Secretary  6815 Poplar Ave., Ste. 500  Germantown, TN 38138
Board  Committees	Independent Directors  Non-Management Directors

2024 PROXY STATEMENT

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Accountable for public Code of Conduct (see page 18)6

 

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INTRODUCTION

PROXY HIGHLIGHTS

ü

Public Corporate Governance Guidelines (see page 17)ELECTION OF DIRECTORS

ü

Board authority to retain external advisors (see page 17)

ü

Ongoing Director, CEO and executive officer succession planning (see pages 10, 20-21)

SHAREHOLDERS RIGHTS

ü

Annual elections of all Directors (see page 19)

ü

Majority voting in uncontested elections with resignation policy (see page 17)

ü

Shareholder proxy access rights in bylaws (see page 19, 78)

ü

Annual Say on Pay advisory vote (see pages 5, 41)

ü

Shareholder rights to call special meetings (see page 19)

ü

No shareholder rights plan or poison pill

ü

Long standing active shareholder engagement and response (see pages 1, 16)

DIRECTOR NOMINEE SELECTION

The Nominating and Corporate Governance Committee considers multiple factors when determining the needs of the Board. Pages 20-21 containBelow are summary details of the process the committee usesdirector nominees being presented to identify and select Director Nominees. Two factors that play a critical role are succession planning and Director Nominee qualifications.

SUCCESSION PLANNING

Under our Corporate Governance Guidelines, individuals are not eligible to be nominatedshareholders for election by shareholders to serve as a Director of MAA after they have reached the age of 75 (see page 17). The Board believes that having a mandatory retirement age drives Board refreshment and allows for thoughtful succession planning over a longer period of time. As a result, Russell R. French, who currently serves as a Director, is not eligible for nominationapproval at the Annual Meeting. As partPages 24-25 have an expanded schedule including key knowledge and experience. In alignment with the Board’s proactive long-term succession plans, the size of the Board will be reduced to twelve members.

 

AGGREGATE DIRECTOR NOMINEE DEMOGRAPHICS

The Board considers diversity of its ongoing succession planning efforts,membership to be a key component of long-term success and the Nominating and Corporate Governance Committee began a searchhas identified gender, racial and ethnic diversity as critical criteria for potential director candidates in 2019 in anticipationorder to proactively work towards expanded diverse representation within its membership, reflective of Mr. French’s pending retirement fromour investors, associates and residents.

 

MORE INFORMATION

Additional detail and more information regarding the Board. As a resultelection of those efforts, in September 2020, the Board formally appointed Edith Kelly-Green to serve as a Director until the 2021 Annual Meeting of Shareholders. Ms. Kelly-Green is currently servingdirectors can be found on the Audit Committeefollowing pages.

					The Board of Director’s recommends a vote FOR The Election of Directors
	Board Structure and Composition		12-16
	Additional Board Governance		16-21
	Process for Identifying and Selecting Director Nominees		22-23
	Director Nominees for Election		24-37
	Non-Management Director Compensation		37-39

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PROXY HIGHLIGHTS

EXECUTIVE OFFICER COMPENSATION

Below are summary details of 2023 target and isearned compensation presented as a Director Nomineeto shareholders for shareholder considerationapproval at the Annual Meeting. See page 26 to review her qualifications.

KEY KNOWLEDGE AND EXPERIENCE

The NominatingCompensation Discussion and Corporate Governance Committee believes there are key areas of knowledge and experience that are of particular relevance to MAA and are therefore critical to be represented on the Board as a whole in order for the Board to provide quality oversight and risk management to MAA and our shareholders. Below are the number of Director Nominees that possess each of these key areas of knowledge and experience.

	6	Real Estate Industry – Investment
	6	Real Estate Industry – Development/Construction
	12	Strategic Planning and Oversight
	10	Risk Management
	10	Public Company Platforms
	9	Capital Markets
	9	Financial Literacy
	7	Large Organization Leadership and Human Capital Development
	11	Corporate Governance

See the individual Director Nominee details on pages 22-34 for the full qualifications of each Director Nominee and the additional contributions each makes to the Board as a whole.

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Table of Contents

PROXY HIGHLIGHTS

DIRECTOR NOMINEES

Below are highlightsAnalysis section of the Director Nominees to be considered by shareholders at the Annual Meeting. Additional details on each Director Nominee as well as the slate as a wholeProxy Statement can be found on pages 22-3432-57.

2023 TARGET COMPENSATION

 

ACTUAL INCENTIVE PLAN METRIC PERFORMANCE

The below charts compare the actual performance results for metrics with performance periods ending on December 31, 2023, against the performance ranges within their respective plans, as calculated per the plans.

 

Regardless of this Proxy Statement.performance, individual awards are capped at the maximum payout opportunity within the respective plan.  

	AGE	GENDER	TENURE	OTHER PUBLIC BOARDS	POSITION	COMMITTEES
						A	C	NCG	REI
H. Eric Bolton, Jr. Chairman	64	M	1997	1	CEO of MAA				CHAIR
Alan B. Graf, Jr. LEAD INDEPENDENT SEC Financial Expert	67	M	2002	1	Past EVP and CFO of FedEx Corporation	CHAIR
Toni Jennings INDEPENDENT	72	F	2016	2	Chairman of the Board of Directors of Jack Jennings & Sons, Inc.		✓	✓
Edith Kelly-Green INDEPENDENT SEC Financial Expert	68	F	2020	1	Founding Partner of JKG Properties LLC and The KGR Group Past VP and Chief Sourcing Officer of FedEx Express	✓
James K. Lowder INDEPENDENT	71	M	2013	None	Chairman of the Board of Directors and President of The Colonial Company			✓	✓
Thomas H. Lowder INDEPENDENT	71	M	2013	None	Past Chairman of the Board of Trustees and CEO of Colonial Properties Trust		✓		✓
Monica McGurk INDEPENDENT	51	F	2016	None	Chief Growth Officer of Kellogg Company		✓	✓
Claude B. Nielsen INDEPENDENT	70	M	2013	None	Chairman of the Board of Directors and Past CEO of Coca-Cola Bottling Company United, Inc.		✓	CHAIR
Philip W. Norwood INDEPENDENT	73	M	2007	None	Principal, Haviland Capital, LLC Past President and CEO of Faison Enterprises, Inc.		CHAIR		✓
W. Reid Sanders INDEPENDENT	71	M	2010	2	President of Sanders Properties, LLC Past EVP of Southeastern Asset Management and President of Longleaf Partners Funds	✓
Gary Shorb INDEPENDENT	70	M	2012	None	Executive Director of the Urban Child Institute Past President and CEO of Methodist Le Bonheur Healthcare	✓		✓
David P. Stockert NON-MANAGEMENT	59	M	2016	1	Past CEO and President of Post Properties, Inc.				✓

A = Audit, C = Compensation, NCG = NominatingReconciliations of net income available for MAA common shareholders to Core FFO per Share, SS NOI and Corporate Governance, REI = Real Estate Investment

Age is as of May 18, 2021,FAD are set forth in the meeting date for the Annual Meeting.

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Non-GAAP Financial Measures section on pages 82-83.

Table of Contents

PROXY HIGHLIGHTS

DIRECT COMPENSATION EARNED IN 2023

								TOTAL		TOTALS AS AWARDED
	2023	2023 AIP						DIRECT			SHARES OF
	SALARY	CORE FFO	SS NOI	FUNCTIONAL	2023 LTIP (1)		2021 LTIP (1)	COMPENSATION			RESTRICTED
	RECEIVED	PER SHARE	GROWTH	GOALS	SERVICE	FAD	3-YR TSR	REALIZED (2)	TARGET	CASH	STOCK
Bolton CEO	$914,723	$1,743,411	$310,615	N/A	$ 858,930	$1,932,594	$2,186,589	$  7,946,862	$6,855,704	$2,968,749	37,023
Campbell CFO	$565,802	$   534,058	$142,731	$  172,740	$ 265,559	$   597,675	$   875,066	$  3,153,630	$2,809,745	$1,415,331	12,928
DelPriore CAO	$562,469	$   530,912	$141,890	$  176,904	$ 264,079	$   594,179	$   853,418	$  3,123,851	$2,779,421	$1,412,175	12,730
Hill CIO	$496,743	$   471,257	N/A	$  258,704	$ 212,985	$   479,484	$   315,443	$  2,234,616	$2,037,256	$1,226,704	7,496
Argo CSAO	$375,692	$   239,010	$  63,879	$    65,926	$   74,894	$   168,478	$   141,586	$  1,129,466	$1,033,471	$   744,507	2,863

PROPOSAL

(1)

2

EXECUTIVE OFFICER COMPENSATION (ADVISORY VOTE)

BOARD RECOMMENDATION ✓ FOR

NEO COMPENSATION PHILOSOPHY

The Compensation Committee believes that the compensation programs for our executive officers should drive key business and strategic goals over various time frames in support of sustainable long-term shareholder value creation. To do that, the Compensation Committee believes the program must balance the following objectives. See pages 40-45 for more details.

ü

Attract and retain highly qualified executives

ü

Not overpay compared to industry peers

ü

Not incentivize undue risk

ü

Be fair and equitable

ü

Reflect individual responsibilities and qualifications

ü

Be quantifiable

ü

Align with our culture

ü

Align with our overall performance

ü

Align with business strategy and key strategic objectives

ü

Balance annual and long-term strategic goals

ü

Reward superior performance

ü

Align executive interests with those of shareholders

ü

Reward for creating long-term shareholder value

ü

Be sustainable

ü

Be supported by shareholders

OTHER CONSIDERATIONS AND SAY ON PAY

In addition to the concepts represented in our executive compensation philosophy, the Compensation Committee considers various other factors when determining executive compensation, including those listed below.

§

Labor market conditions

§

Personal development

§

Quality of internal working relationships, leadership and human capital development

§

Ability to assume increased responsibilities

§

Succession planning

Results of our shareholders’ input on executive compensation (see page 41)

92%	Shareholder approval of Say on Pay in 2020
96%	Average shareholder approval of Say on Pay vote since introduced in 2011
Annual	Say on Pay approval votes by shareholders

NEO COMPENSATION PRACTICES AND GOVERNANCE

WHAT WE DO		WHAT WE DON’T DO
üAlign pay with performance (see page 40, 46-47) üMitigate undue risk in compensation programs (see pages 40-47) üInclude vesting periods on share awards (see page 46) üRequire compliance with NEO share ownership guidelines (see pages 17, 45) üRequire compliance with NEO share holding period policy (see pages 17, 45) üUtilize an independent compensation consultant who provides no other services to MAA (see pages 41-43) üMaintain a 100% independent Compensation Committee (see page 11) üCap award payouts (see pages 44, 46-47, 48) üMaintain clawback policy allowing for recoupment of performance-based incentive compensation in certain circumstances (see page 45) üConduct an annual compensation program risk assessment (see page 43) üInclude non-compete provisions in Employment and Change of Control agreements (see pages 63-64) üRequire double-trigger for all Change of Control provisions (see pages 63-64)		NO  Dividends or dividend equivalents on unearned performance shares NORepricing underwater stock options NOExchanges of underwater stock options for cash NOBackdating of stock options NOMulti-year guaranteed bonuses NOInclusion of the value of equity awards in severance calculations NOEvergreen provisions in equity plans NOTax “gross ups” for excess parachute payments NO“Single trigger” employment or change in control agreements NO  Hedging or pledging of MAA securities (see pages 18, 45) NO  Overlapping performance metrics among annual and long-term incentive plans for NEOs (see pages 46-47) NO  Perquisites or personal benefits provided to NEOs

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PROXY HIGHLIGHTS

TARGET COMPENSATION

The Compensation Committee strives to find the appropriate balance of compensation elements to provide a fixed base of cash compensation to attract talented executives, performance-based opportunities to incent achievement of annual business results and long-term strategic goals and to reward executives for outperformance, and equity compensation that both aligns executive efforts with the interests of our shareholders and rewards executives for long-term value creation. The mix of these elements established for the 2020 NEO compensation packages is indicated below.

COMPENSATION METRIC PERFORMANCESee pages 49-51 for information on MAA’s performance during 2020.

IMPACT OF COVID-19

No adjustments to the required performance ranges or actual performance results were made to 2020 incentive plans to address the unforeseen impact of COVID-19. The Compensation Committee did utilize the modifier available under the 2020 AIP to acknowledge efforts in response to the pandemic. See page 51 for a full discussion.

2020 AIP And 2020 LTIP Financial Metric Performance The below charts compare the actual performance of the financial metrics for the 2020 AIP and 2020 LTIP to their respective performance ranges based on MAA’s original guidance to the market prior to the impact of COVID-19. A reconciliation of net income available for MAA common shareholders to Core FFO per Share and FAD is set forth in the Non-GAAP Financial Measures section on page 79 of this Proxy Statement.

2018 LTIP Market Metric Performance MAA’s Annualized 3-Year TSR outperformed the performance range set in the 2018 LTIP. The performance period for the 2018 LTIP market metric ended December 31, 2020. See page 53 for details on awards realized under the 2018 LTIP.

DIRECT COMPENSATION REALIZED FROM 2020 COMPENSATION PLANS

	DIRECT COMPENSATION REALIZED TO DATE FROM 2020 NEO COMPENSATION PROGRAM								REMAINING REALIZABLE
							TOTAL AS AWARDED		TARGET LTIP 3-YR TSR (3)
		AIP (1)				TOTAL		SHARES OF		SHARES OF
		CORE FFO	FUNCTIONAL	LTIP (non-cash) (2)		COMPENSATION		RESTRICTED	VALUE	RESTRICTED
	SALARY	PER SHARE (4)	GOALS	SERVICE	FAD	(in Dollars)	CASH (1)	STOCK (2)	(in Dollars)	STOCK
BOLTON CEO	$   838,420	$  907,875	N/A	$  628,815	$  1,416,930	$  3,792,040	$  1,746,295	15,699	$  1,572,038	12,064
CAMPBELL CFO	$   518,605	$  300,863	$   144,224	$  285,233	$     643,070	$  1,891,995	$     963,692	7,124	$     713,082	5,472
GRIMES COO	$   531,480	$  184,158	$   312,510	$  292,314	$     659,035	$  1,979,497	$  1,028,148	7,300	$     730,785	5,608
DELPRIORE GC	$   505,730	$  293,394	$   139,076	$  278,152	$     627,105	$  1,843,457	$     938,200	6,946	$     695,379	5,336
CARPENTER CHRO	$   278,100	$  116,155	$     59,458	$    77,868	$     177,984	$     709,565	$     453,713	1,962	$     194,670	1,494

(1)

Awards earned under the 2020 AIP are shown in dollars to reflect each NEO’s election to receive 100% of the award in cash.

(2)

Awards earned under the 2020 LTIP were issued asRepresents shares of restricted stock which remaingranted or earned in 2023, valued at risk of forfeiture until vested, dependent upon the NEO’s continued employment in good standing with MAA through each vest date. Service shares were issued on January 9, 2020 and will vest in three equal annual installments on the anniversary of the issuance date. FAD shares were issued on April 1, 2021 and will vest in two equal annual installments on the anniversary of the issuance date.

(3)

The performance period for the 2020 LTIP relative TSR, which is 2020 – 2022, has not yet completed. Any awards earned will be issued in shares of restricted stock on April 3, 2023, based on the grant date closing stock price of $130.30$134.46 on December 29, 2023.

(2)

Total direct compensation realized includes salary received during 2023, short-term bonuses earned under the 2023 AIP, the value (based on the December 29, 2023 closing stock price of $134.46) of service shares and will immediately vest upon issuance.awards earned in relation to the FAD metric (for which the performance period ended on December 31, 2023) under the 2023 LTIP, and awards earned under the 2021 LTIP for the 3-Year TSR metric (for which the performance period ended on December 31, 2023) based on the closing stock price on December 29, 2023 of $134.46.

MORE INFORMATION

Additional detail and more information regarding executive compensation can be found on the following pages.

Compensation Approach and Governance		(4)  43-47	Includes The Board of Director’s recommends a 10% award modifier to recognize efforts in response to COVID-19vote  FOR Executive Compensation
2023 Program Structure		48-51
2023 NEO Compensation Realized		52-56
Tax and resultant outperformanceAccounting Implications of peers. See page 51 for a full discussion.Compensation		56
Conclusion		57

2021 2024 PROXY STATEMENT

68

 

 

Table of Contents

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PROXY HIGHLIGHTSINTRODUCTION

PROPOSALPROXY HIGHLIGHTS

3

APPOINTMENT OFRATIFY ERNST & YOUNG LLP (RATIFICATION)

BOARD RECOMMENDATION ✓ FOR

 

PRACTICES RELATED TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

See pages 68-70 for more details.

 

 

AUDIT COMMITTEE PRACTICES

ü

Sole authority to appoint or replace the independent registered public accounting firm

ü

Pre-approves all auditing services

ü

Pre-approves all permitted non-audit services

ü

Annual evaluation of independent registered public accounting firm’s performance

ü

Routine separate executive sessions with representatives of the independent registered public accounting firm as well as with management and the Director of Internal Audit

ü

Maintains an anonymous whistleblower platform

ü

Ensures the rotation of the lead audit partner and audit engagement team partners of the independent registered public accounting firm

ü

All members of the Audit Committee are independent (see page 11)

ü

Three SEC financial experts (see page 11)

AUDIT AND NON-AUDIT FEES

2020 RATIFICATION BY SHAREHOLDERS MORE INFORMATION 

Shareholders ratified the selection of Ernst & Young LLP to be our independent registered public accounting firm for 2020 by 98.5% at the 2020 Annual Meeting of Shareholders. Annual ratification by shareholders of the Audit Committee’s appointment of Ernst & Young LLP to serve as our independent registered public accounting firm has averaged over 99.1% over the last 10 years.

REPRESENTATION AT ANNUAL MEETING

2021 2024 PROXY STATEMENT

79

Table of Contents 

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1:					ELECTION OF DIRECTORS						FOR
	MATTER TO BE VOTED
	Election of the 12 Director Nominees named herein to serve until the 20222025 Annual Meeting of Shareholders, and until their successors have been duly elected and qualified. Our Board proposes that the following Director Nominees all of whom are currently serving as Directors, be elected for a term of one year.
		§H. Eric Bolton, Jr. §Deborah H. Caplan John P. Case		Tamara Fischer Alan B. Graf, Jr. § Toni JenningsEdith Kelly-Green		§ Edith Kelly-Green §James K. Lowder §Thomas H. Lowder	§ Monica McGurk §Claude B. Nielsen § Philip W. Norwood	§W. Reid Sanders §Gary S. Shorb §David P. Stockert
	VOTE REQUIRED
	Each Director Nominee will be elected if there is a quorum at the Annual Meeting, either in person virtually or by proxy, and the votes cast “FOR” each Director Nominee exceedsexceed the votes cast “AGAINST” each Director Nominee. We have no reason to believe that any of the Director Nominees will not agree or be available to serve as a Director, if elected. However, should any Director Nominee become unable or unwilling to serve, the proxies may be voted for a substitute director nominee or to allow the vacancy to remain open until filled by our Board.
	IMPACT OF ABSTENTIONS
	ABSTENTIONS: Abstentions will have no legal effect on whether each Director Nominee is approved.
	IMPACT OF BROKER NON-VOTES
	NON-VOTES: Broker non-votes will have no legal effect on whether each Director Nominee is approved.
					BOARD RECOMMENDATION
										OUR BOARD RECOMMENDS A VOTE FOREACH OF THE DIRECTOR NOMINEES.The Board recommends you vote “FOR” each Director Nominee

Under the Nominating and Corporate Governance Committee’s succession planning process, the Board began a search in 2019 for a new Director in anticipation of the upcoming retirement of Russell R. French under the age limitation in our Corporate Governance Guidelines. As a result of that search, Edith Kelly-Green was appointed to serve on the Board and as a member of the Audit Committee in September 2020. Ms. Kelly-Green is being presented as a Director Nominee for shareholder approval at the Annual Meeting. Mr. French is not eligible to sit for re-election.

We believe that the slate of Director Nominees presented for election at the Annual Meeting possesses the range and depth of expertise and experience required to successfully perform theirthe Board’s roles and responsibilities in overseeing our operations, risk management and development and execution of our long-term strategy. The list of Director Nominees also reflects execution of our proactive long-term succession plans to address director retirements, dynamic company needs and board refreshment.

To assist you with your consideration of the Director Nominees, on the following pages you will find detailed information onprovide discussions detailing the Board’s roles and responsibilities, of the Board, our Board structure and composition, governance thepractices, process utilizedfor identifying and factors considered by the Nominating and Corporate Governance Committee to identify and selectselecting director candidates, Directornominees, director compensation and detailed information related to the qualifications ofqualification discussions for each Director Nominee and the contributions they make to the Board as a whole.

2021 PROXY STATEMENT

8

presented for approval.

THE BOARD’S ROLEROLES AND RESPONSIBILITIES

The Board is elected by shareholders and representsto represent shareholder interests in the long-term success of MAA. Except for matters voted upon by shareholders, the Board acts as the ultimate decision maker of MAA. While management is responsible for the daily operations of MAA, the Board operates in an oversight capacity.

KEY BOARD RESPONSIBILITIES

STRATEGY

STRATEGY

Strategic planning and oversight of management’s execution of MAA’s strategic vision is aone of the primary areas of responsibility of the Board. Annually, managementOur short and long-term strategic plans encompass all aspects of our operations including market and portfolio investments, technology and cybersecurity investments, resident demographic trends and customer experience, human capital recruitment, retention and development, capital market access and balance sheet strength, financial statement integrity and performance expectations, environmental and community responsibilities, and our dividend policy, as well as many other areas.

To execute this oversight responsibility, the Board review andannually meets with management to discuss detailed strategic plans for the next several years, includingplanned changes from previous strategic positions, market and economic projections, peer performance benchmarking data, industry and regulatory trends, areas of focus for each functional area, expected financial statement and shareholder investment impacts, resource requirements, human capital needs and development as well as execution risks, among other topics. The result of this analysis is the setting of our annual and long-term strategy that includes stress test scenarios among other topics.and becomes the basis for our annual guidance to the market. The Compensation Committee also incorporates both short and long- term aspects of the strategy in compensation packages for our NEOs to encourage thoughtful execution of the strategy by the leadership team. The Board delegates oversight responsibility for the execution of certain aspects of our strategy to its committees to allow for more in-depth evaluation and oversight by those Directors with expertise and knowledge specifically related to the area, including mitigation of associated risks. The committees update the Board on their respective areas of oversight at each Board meeting.

2024 PROXY STATEMENT	10

PROPOSAL 1: ELECTION OF DIRECTORS

Throughout the year, the Board and its committees receive updates from management and actively engage in further discussions regarding execution of the strategy, variables impacting results and potential changes to the strategic plan.

Generally, These updates, at minimum, take the form of monthly reports from the CEO that include financial statement results, quarterly functional reports from management on developments in key areas, quarterly in-person updates to the Board by each committee on their areas of responsibility, and quarterly in-person discussions with executive management and the CEO during Board meetings. The Board and its committees also hold additional meetings, as required, to perform their respective duties.

From time to time, the Board will also invite third-party experts to meet with the Board or its committees or review third-party reports discussing developing trends and their views on MAA’s efforts on various topics, including, markets, sector and industry trends, cybersecurity, balance sheet opportunities, executive compensation, among other topics. This not only provides viewpoints beyond management’s, but also serves to add additional expertise and experience to Board discussions.

The Board generally holds one of its quarterly meetings in a different MAA market each year. In addition to its regular Board and committee meetings,year allowing the Board visitsto visit several properties representing different aspects of MAA’s strategy. The Board believes these on-site visits provideoffer additional insight into MAA’s markets, operations, resident base, human capital management, technology usage and allocation of capital investments, providing better insight and allow for better oversight of the company’s strategies. In 2020, due to the COVID-19 global pandemic, the Board did not meet in person but held their meetings throughout the year by video conference call.

RISK MANAGEMENTOVERSIGHT 

While management is responsible for the day to dayday-to-day management of our risk exposures, both the Board as a whole and its respective committees serve active roles in overseeing the management of our risks. Our Board or its committees regularly review, with members of our executive and senior management teams and outside advisors, information regarding our strategy and key areas of the company including operations, investment transactionstransaction and development investments, finance and accounting, information technology and cybersecurity efforts, various aspects of human capital management, legal and regulatory requirements, environmental and community engagement, as well as the risks associated with each. In addition, the Board periodically reviews the results of our enterpriseenterprise-wide risk management efforts and receives legal and operational updates from executive management at every meetingquarterly meetings and on a more frequent ad hoc basis, if necessary.

Senior management as well as outside advisors, from time to time, also periodically meet with each committeethe Board or committees to provide educational and best practice information related to oversight of various areas of risk or make representations associated with their respective risk oversight responsibilities. A summary list of the key areas of oversight responsibilities as outlined below:handled by each committee follows.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our Board is regularly informed through committee reports about risks assigned to committees.

2021 PROXY STATEMENT

9

COVID-19

Since the beginning of the COVID-19 pandemic, our Board has played an active role in the oversight of our response in all areas. Though theThe Board and its committees did not meetcontinuously evaluate their oversight of risk management and periodically enhance their procedures or direct the company to make enhancements or provide enhanced disclosures to shareholders regarding risk management as required by regulations or as they deem to be in person during 2020, virtual meetings were held to allow the Board to perform its responsibilities. In addition, monthly updates along with ad hoc communications were used to update the Board on the financial assistance programs we offered to those residents who have been financially impacted by the pandemic, safety protocols established to protect the healthbest interest of our associates and residents, well-being and enhanced time off benefits put in place to support our associates, temporary changes to our operations and procedures, roll-out of enhanced technology to offer virtual and self-touring options to prospects, controls and procedures enacted to ensure the continued quality audit of our financial statements, and numerous other matters.shareholders.

2024 PROXY STATEMENT	11

PROPOSAL 1: ELECTION OF DIRECTORS

SUCCESSION PLANNING

The Board is responsible for appointing our CEO and for ensuring that adequate succession plans are in place to address both planned CEO succession as well as potential unexpected or emergency succession needs. The Nominating and Corporate Governance Committee oversees and maintains succession planning for both the Board and CEO, routinely obtaining input from and updating the full Board on succession plan reviews.reviews and changes resulting from changes in strategy, developing needs of the organization, changes in leadership and the results of human capital development activities. In addition to addressing the dynamic needs of the company, the Board’s proactive long-term succession plans, focus on ensuring that required expertise and experience are determined, and candidates are identified, developed and put in place, prior to planned departures in order to ensure a smooth transition and limit any distraction to the company.

The Nominating and Corporate Governance Committee assists the Board with succession responsibilities and also oversees succession planning and associate development of executive and senior management positions to ensure adequate bench strength is developed and available to meet the long-term needs of MAA. The CEO and other executive management periodically update the Nominating and Corporate Governance Committee and the Board on senior management succession plans including associate development plans and areas of risk. The Nominating and Corporate Governance Committee may, from time to time, engage external consultants to assist or advise with succession planning endeavors at its discretion and as it deems appropriate. You can find more details regarding Board succession planning and identification of potential director nominees on pages 22-23.

The Board has exposure to internal succession candidates on an ongoing basis, generally meeting with executives both inside and outside of Board meetings at least four times a year and also periodically meeting with key senior managers. In 2020, dueThe Board and its committees have direct access to the COVID-19 global pandemic, the Board did not meet in person; however, executives and several otherall members of senior management participated in Board meetingsthe leadership team with and various Board committee meetings through video conferencing throughoutwithout the year.CEO present.

The Compensation Committee considers succession planning input from the Board and the Nominating and Corporate Governance Committee when determining compensation packages for the Board and NEOs.

ESG

Ensuring the long-term success of MAA for our shareholders requires a long-term approach in all that we do. The Board is directly responsible for setting MAA’s strategy, which includes long-term sustainability planning. Committees of the Board support sustainability within their respective purviews: the Nominating and Corporate Governance Committee directs the corporate governance aspects of MAA, the Audit Committee ensures that MAA’s accounting policies and procedures and auditing controls support the reporting of high-quality financial statements, and the Compensation Committee considers the need to attract and retain qualified associates to deliver on our long-term strategic directives.

In response to investor engagement in 2018, the Board took steps to support management’s formalization of its ESG efforts and the Compensation Committee began incorporating ESG initiatives in certain of our NEO’s annual goals. The Board receives periodic updates from management on various aspects of ESG and oversees the strategic vision of the program.

Under the Board’s direction, MAA issued its inaugural annual Corporate Responsibility Report in 2020, greatly enhancing disclosure related to our ESG strategy and various initiatives, reporting the results of external assessments of our ESG program, providing reduction goals for water and energy usage as well as greenhouse gas emissions and detailing specific environmental metric performance data. The Board also oversaw the formation of our Inclusive Diversity Council in 2020, a diverse group of associates working to advance inclusion and diversity at MAA by collaborating with our CEO and other members of executive management to help ensure our policies and actions are guided by a culture of inclusiveness and free of inappropriate bias and discrimination.

See page 1 for how to access the Corporate Responsibility Report and various ESG policies.

2021 PROXY STATEMENT

10

BOARD STRUCTURE AND COMPOSITION 

We believe that our current Board leadership model when combined with the experience of our Board, the strong leadership of our Independent Directors and Lead Independent Director, the committees of the Board and the corporate governance policies in place,and documents, strikes an appropriate balance between informed and consistent leadership and independent oversight and perspective, allowsallowing for efficiency and accountability, and ultimately createscreating an environment for the effective execution of the Board’s duties and responsibilities.

BOARD COMPOSITION FOLLOWING THE 2023 ANNUAL MEETING

	COMBINED CEO AND CHAIRMAN As the Director with the most experience specific to MAA, the Board believes the CEO is best qualified to effectively identify strategic risks and priorities, lead strategy discussions and facilitate the flow of information between the Board and management to execute on our strategy
	LEAD INDEPENDENT DIRECTOR Provides a non-management contact for matters concerning the CEO and ensures agendas include all topics of interest to the Board and that discussions incorporate the diversity of viewpoints and perspectives of the Independent Directors
84%	SUPERMAJORITY OF INDEPENDENT DIRECTORS Provides for strong oversight of CEO and management as well as diverse viewpoints and perspectives

COMBINED CEO AND CHAIRMAN

 

	NON-MANAGEMENT AND INDEPENDENT DIRECTOR EXECUTIVE SESSIONS Provides forums to ensure candid discussions are held and concerns identified and voiced
100%	INDEPENDENT AUDIT, COMPENSATION, AND NOMINATING AND CORPORATE GOVERNANCE COMMITTEES Provides for better control and oversight of critical areas of responsibility
	EQUAL VOTES Each Director’s vote holds the same weight to ensure all viewpoints are represented in decisions
	DIVERSITY Offers a breadth of knowledge, experiences, viewpoints, expertise and opinions to strategy discussions and oversight responsibilities

	SEC FINANCIAL EXPERTS Three SEC financial experts ensure As the Director with the most experience specific to MAA, the Board believes, at this time, Mr. Bolton is best qualified to effectively identify strategic risks and priorities, lead strategy discussions and facilitate the flow of information between the Board and management to execute on our strategy. We do not feel having a combined CEO and Chairman position creates undue management influence over the Audit Committee has the unique skills and expertise required to perform the committee’s oversight responsibilities (1)
	EXTERNAL CONSULTANTS The ability to retain external consultants, experts and legal counsel without management approval, provides the Board with appropriate resources to protect the interests of shareholders
	DIRECT COMMUNICATION WITH BOARD The ability for shareholders and other interested parties to communicate directly with the Board, its committees, Non-Management Directors, the Lead Independent Director or the Independent Directors as a group ensures stakeholders have unfiltered access and provides the Board with additional information to assist with its deliberations See page 1 for how to communicate directly with these groups.

(1)

Currently Messrs. Graf, French and Ms. Kelly-Green have been determined by the Board to qualify as SEC Financial Experts; however, as Mr. French is not presented as a Director Nominee for election at the Annual Meeting due to the age limitation in our Corporate Governance Guidelines, should all of the Director Nominees be elected to serve at the Annual Meeting, the Board will have two SEC Financial Experts serving on the Audit Committee following the Annual Meeting.

CURRENT BOARD COMPOSITION

The following table reflects our current Board composition.

Other Public Company Boards

Name

Age (1)

Gender

Director Since

MAA Committee Memberships

I

Indicates that our Board has affirmatively determined the Director meets the independence standards of our Corporate Governance Guidelines, the listing standards of the NYSE and applicable SEC rules

A

C

NCG

REI

H. Eric Bolton, Jr. Chairman

CEO

64

M

1997

XC

1

Russell R. French

I

75

M

2016

X, SFE

-

Alan B. Graf, Jr.

I, L

67

M

2002

XC, SFE

1

L

Lead Independent Director

Toni Jennings

I

72

F

2016

X

X

2

NM

Non-Management Director

Edith Kelly-Green

I

68

F

2020

X, SFE

1

A

Audit Committee

James K. Lowder

I

71

M

2013

X

X

-

C

Compensation Committee

Thomas H. Lowder

I

71

M

2013

X

X

-

NCG

Nominating and Corporate Governance Committee

Monica McGurk

I

51

F

2016

X

X

-

Claude B. Nielsen

I

70

M

2013

X

XC

-

REI

Real Estate Investment Committee

Philip W. Norwood

I

73

M

2007

XC

X

-

W. Reid Sanders

I

71

M

2010

X

2

X

Committee Member

Gary Shorb

I

70

M

2012

X

X

-

XC

Committee Chairman

David P. Stockert

NM

59

M

2016

X

1

SFE

SEC Financial Expert

(1)

Age is as of May 18, 2021, the meeting date for the Annual Meeting.

The race/ethnicity makeup of the current Board as voluntarily self-disclosed by the Directors, is 92% Whiteall other directors are independent, each director has one vote and 8% Black.

2021 PROXY STATEMENT

11

Table of Contents

BOARD AND COMMITTEE MEETINGS

MEETINGS OF THE BOARD, COMMITTEES AND OTHER GROUPS

The Boardwe have a highly experienced and its committees hold both routine periodic meetings and ad hoc meetings from time to time as the respective groups deem necessary.

NUMBER OF MEETINGS HELD IN 2020				DIRECTOR ATTENDANCE
4	Board | Non-Management | Independent			All of the directors attended more than 75% of the meetings of our Board and their respective committees during the calendar year 2020.
8	Audit Committee
3	Compensation Committee
5	Nominating and Corporate Governance Committee			97%	Average of 2020 Board and committee meeting attendance by all Directors
6	Real Estate Investment Committee

REGULAR MEETINGS WITHOUT MANAGEMENT

We schedule Non-Management and Independent Director meetings following every routine Board meeting to provide the opportunity for these Director groups to regularly meet without management present. Asrespected Lead Independent Director Mr. Graf presides overwho oversees independent Director meetings on a regular basis without the meetingsCEO and Chairman present in order to encourage and support independent discussion and decision making by ensuring an open forum for discussion and expression of both groups.concerns.

2024 PROXY STATEMENT	12

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PROPOSAL 1: ELECTION OF DIRECTORS

INDEPENDENT DIRECTORS

A Directordirector is considered independent if our Board affirmatively determines that the Directordirector has no direct or indirect material relationship with us. Our Board consults with both internal and external counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent”, including those set forth in pertinent listing standards of the NYSE, as in effect from time-to-time. Consistent with the requirements of the SEC and the NYSE, our Board reviews all relevant transactions or relationships between each Director, or any of his or her family members, and us, our senior management and our independent auditors. Our Board has adopted the following categorical standards.

§

✓

A Directordirector who is an employee or whose immediate family member is one of our executive officers is not independent until three years after the end of such employment relationship. §

✓

A Directordirector who receives, or whose immediate family member receives, more than $120,000 in any given 12-month period in direct compensation from us, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 in any given 12-month period inof such compensation. §

✓

A Directordirector who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, any of our present or former internal or external auditors is not independent until three years after the end of the affiliation or the employment or auditing relationship.

✓

§A Directordirector who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executive officers serve on that company’s Compensation Committee is not independent until three years after the end of such service or the employment relationship. §

✓

A Directordirector who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, us for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not independent until three years after falling below such threshold.

The Board has determined that all the Director Nominees, except for Mr. Stockert is not currently anBolton, our CEO, meet the qualifications to be considered Independent Directors.

LEAD INDEPENDENT DIRECTOR 

The Lead Independent Director because he wasprovides a non-management contact for matters concerning the CEO and ensures that Board agendas and discussions cover all topics of Post Properties, Inc., which MAA acquired within the past five years. As such, we currently consider Mr. Stockertinterest or concern to be a Non-Management Director. Mr. Stockert meets from time-to-time with the Independent Directors without being filtered by management. The Lead Independent Director also oversees the participationIndependent and Non-Management meetings and has direct access to any member of management.the executive leadership team, the Board Secretary, the company’s independent registered accounting firm as well as other external experts.

SUPERMAJORITY OF INDEPENDENT DIRECTORS 

Having a supermajority of Independent directors provides diverse viewpoints and perspectives for Board discussions and decisions as well as ensuring strong oversight of the CEO and executive management.

INDEPENDENT DIRECTOR EXECUTIVE SESSIONS

Led by the Lead Independent Director, these meetings provide a forum to ensure candid discussions are held and concerns can be identified and voiced. The Independent Directors can also share with the Lead Independent Director topics they would like management to bring to future meetings or for which to provide more in depth or additional materials.

100% INDEPENDENT AUDIT, COMPENSATION AND NOMINATING AND CORPORATE GOVERNANCE COMMITTEES

Having the Audit, Compensation and Nominating and Corporate Governance Committees comprised of only Independent directors provides for better controls and oversight of critical areas of Board responsibilities.

DIVERSITY 

The Board and Nominating and Corporate Governance Committee believe that having diversity of backgrounds, experience, age, gender, race and ethnicity, among other factors, offers a breadth of expertise, perspectives, viewpoints and opinions to strategy discussions and oversight responsibilities. The Board strives to incorporate and maintain diversity through director succession efforts, not only to strengthen the Board, but to better reflect the associates, investors and residents of MAA.

EQUAL VOTES 

Each Director’s vote holds the same weight to ensure all viewpoints are represented in decisions.

	20212024 PROXY STATEMENT	1213

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PROPOSAL 1: ELECTION OF DIRECTORS

 

EXTERNAL CONSULTANTS 

The ability to retain external consultants, experts and legal counsel without management approval, provides the Board with appropriate resources to perform their duties and protect the interests of shareholders. External consultants are paid for by MAA, but do not require MAA’s approval to engage.

DIRECT COMMUNICATION WITH THE BOARD 

The ability for shareholders and other interested parties to communicate directly with the Board, its committees, specific Independent Directors or the Lead Independent Director ensures stakeholders have unfiltered access and provides the Board with additional information to assist with its deliberations (see page 6 for how to contact the Board).

BOARD AND COMMITTEE MEETINGS 

The Board and its committees hold both routine periodic meetings and ad hoc meetings from time to time as the respective groups deem necessary. Most meetings are held in person to allow for thorough discussions during which all directors can participate. For various reasons, the Board or its committees may hold a meeting telephonically or through a virtual platform that allows all directors and other participants to see and hear each other simultaneously.

NUMBER OF MEETINGS HELD IN 2023 

4	Board  |  4  Non-Management  |  4  Independent
8	Audit Committee
5	Compensation Committee
3	Nominating and Corporate Governance Committee
6	Real Estate Investment Committee

DIRECTOR ATTENDANCE 

TableEach director attended more than 75% of Contentsthe meetings of our Board and their respective committees during the calendar year 2023.

98%	Average of 2023 Board and committee meeting attendance by all Directors

 

REGULAR MEETINGS WITHOUT MANAGEMENT

We schedule Non-Management and Independent Director sessions following every routine Board meeting to provide the opportunity for these director groups to regularly meet without management present. As Lead Independent Director, Mr. Graf presides over these sessions and may adjourn additional meetings as he sees fit.

2024 PROXY STATEMENT	14

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PROPOSAL 1: ELECTION OF DIRECTORS

STANDING COMMITTEES

Our Board has four standing committees.committees that oversee key areas of the Board’s oversight responsibilities.

AUDIT COMMITTEE

AUDIT COMMITTEE 5 Members during 2023  100% Independent 8 Meetings in 2023  3 Financial Experts	Generally, the Board has charged the Audit Committee with overseeing the integrity of MAA’s financial statements, MAA’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualificationqualifications and independence, the performance of MAA’s Internal Audit Department and independent registered public accounting firm, and the oversight of MAA’s cybersecurity efforts.	5	Members (1)
100%	Independent
8	Meetings in 2020
3	SEC Financial Experts (1)and corporate responsibility efforts, and pre-clearance of related party transactions.

 

(1)

Currently Messrs. Graf, French and Ms. Kelly-Green have been determined by the Board to qualify as SEC Financial Experts; however, as Mr. French is not presented as a Director Nominee for election at the Annual Meeting due to the age limitation in our Corporate Governance Guidelines, should all of the Director Nominees be elected to serve at the Annual Meeting, the Audit Committee will have two SEC Financial Experts and four members following the Annual Meeting.

More specifically, the Audit Committee Charter requires the committee to:

§

✓

Appoint, determine the compensation of, oversee and evaluate the work of the independent registered public accounting firm

§

✓

Review and discuss with management and the independent registered public accounting firm the annual audited and quarterly unaudited financial statements and our disclosure under Management’s Discussion and Analysis of Financial Condition and Results of Operationsin our Form 10-Qs and Form 10-K10-Ks

§

✓

Discuss earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, and discuss generally the financial information and earnings guidance which has been or will be provided to analysts and rating agencies

§

✓

Review and discuss with management and the independent registered public accounting firm the adequacy and effectiveness of our systems of internal accounting and financial controls

§

✓

Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters

✓

§Review with management and the independent registered public accounting firm our compliance with the requirements for qualification as a REIT

§

✓

Meet with management responsible for oversight of the Company’s cybersecurity, crisis management and enterprise risk management programs at least annually to discuss the Company’s cybersecurity risks, including a review of the endeavors management has undergone to identify, assess, monitor and address those risks as well as response and recovery plans to address cybersecurity incidents

§

✓

Conduct prior reviews of related party transactions as described in NYSE Rule 314.00 and prohibit such transactions if determined to be inconsistent with the interests of MAA and its shareholders

✓

Meet with management at least annually regarding corporate responsibility strategies and programs and review related disclosures and the adequacy and effectiveness of applicable internal controls related to such disclosures

✓

Review and reassess annually the Audit Committee Charter and submit any recommended changes to the Board for its consideration

§

✓

Issue a report annually as required by the SEC’s proxy solicitation rules

COMPENSATION COMMITTEE

COMPENSATION COMMITTEE 5 Members during 2023  100% Independent  5 Meetings in 2023	Generally, the Board has charged the Compensation Committee with establishing sustainable compensation policies and incentive award plans that attract, motivate and retain high quality leadership and compensate them in a manner consistent with the interests of MAA’s shareholders, overseeing MAA’s risk assessment and management relative to compensation structures, and ensuring compliance with the rules and regulations of the SEC in regards to certain disclosures required in this Proxy Statement.	5	Members
100%	Independent
3	Meetings in 2020

 

More specifically, the Compensation Committee Charter requires the committee to:

§

✓

Review and approve our compensation objectives

§  Review

✓

Annually review and recommend the compensation programs, plans, and awards for the CEO to the Board and review and approve the same for the other executive officers, after taking into consideration any past “Say-on-Pay” votes by our shareholders

§

✓

Review and approve any employment and severance arrangements and benefits of the CEO and other executive officers

§

✓

Recommend to the Board how often MAA should submit the “Say-on-Pay” vote to shareholders

§

✓

Recommend the compensation for non-employee directors to the Board

§

✓

Evaluate and oversee risks associated with the company’s compensation policies and practices

✓

§Act as administrator, as may be required, for our equity-related incentive plans

§

✓

Review and discuss with management the information contained in the Compensation Discussion and Analysis section of the Proxy Statement

§

✓

Assess the independence of, retain and oversee compensation consultants, outside counsel and other advisors assisting the committee with the performance of its duties

§

✓

Review and reassess annually the Compensation Committee Charter and recommend any proposed changes to the Board for approval

§

✓

Issue a report annually related to executive compensation, as required by the SEC’s proxy solicitation rules

✓

2021 PROXY STATEMENT

13

Review and discuss with management information related to pay equity amongst associates

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PROPOSAL 1: ELECTION OF DIRECTORS

 

  NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE 7 Members during 2023  100% Independent  3 Meetings in 2023	Generally, the Board has charged the Nominating and Corporate Governance Committee with identifying and recommending individuals qualified to serve as Directors of MAA, reviewing the composition, structure and functioning of the Board, recommending corporate governance policies for the Board and MAA, establishing and maintaining CEO and Director succession plans and procedures, and overseeing the annual evaluation of the Board, its committees and management.	5	Members
100%	Independent
5	Meetings in 2020

 

More specifically, the Nominating and Corporate Governance Committee Charter requires the committee to:

§

✓

Provide assistance and oversight in identifying qualified individuals to serve as members of the Board and make recommendations to the Board regarding the selection and approval of the Director Nominees to be submitted tofor a shareholder vote at the annual meeting of shareholders

§

✓

Review the qualification and performance of incumbent Directors to determine whether to recommend them as Director Nominees for re-election

§

✓

Review and consider candidates for Directors who may be suggested by any Director or executive officer, or by any shareholder if made in accordance with our charter, bylaws and applicable law

§

✓

Provide assistance and oversight in recruiting and recommending qualified nominees for new or vacant positions on the Board

§

✓

Make committee membership recommendations to the Board

§

✓

Oversee the annual evaluation of the effectiveness of the current policies and practices of the Board and its committees

✓

§Review considerations relating to boardBoard composition and develop and recommend criteria for membership including diversity, independence, experience, expertise and skills to the Board for its approval

§

✓

Review potential Director conflicts of interest

§  Review and reassess annually the Nominating and Corporate Governance Committee Charter and submit any proposed changes to the Board for approval

§

✓

Review and recommend to the Board appropriate corporate governance principles that best serve the practices and objectives of the Board

§

✓

Review the orientation process and the continuing education program for all Directors, as may be required by applicable listing standards or other regulatory requirements

§

✓

Oversee succession planning for both the Board and CEO, and routinely obtain input from and update the full Board on succession plan reviews

  REAL ESTATE INVESTMENT COMMITTEE

✓

Annually review political contributions made by MAA

✓

Review and reassess annually the Nominating and Corporate Governance Committee Charter and submit any proposed changes to the Board for approval

REAL ESTATE INVESTMENT COMMITTEE 6 Members during 2023  83% Independent  6 Meetings in 2023	Generally, the Board has charged the Real Estate Investment Committee with considering various investment opportunities presented by management and approving or disapproving specific acquisition, disposition or development investment projects for MAA that are in line with the Board approved strategy and within certain limits as established by the Board from time to time.	5	Members
60%	Independent
6	Meetings in 2020

 

More specifically, the Real Estate and Investment Committee Charter requires the committee to:

§

✓

Consider and approve or disapprove specific property acquisitions presented by management which fall within the individual and aggregate committee approval levels as periodically established by the Board

§

✓

Consider and approve or disapprove the acquisition of land and subsequent initiation of construction for development projects presented by management which fall within the individual and aggregate committee approval levels as periodically established by the Board §

✓

Refer and make a recommendation to the Board regarding proposed transactions which fall outside of the individual or aggregate approval levels as periodically established by the Board

✓

§Consider and approve or disapprove disposition of individual properties not listed as a potential disposition property in the annual strategic plan as reviewed and approved by the Board as well as any property for which the disposition would result in materially lower net proceeds than previously considered by the Board

§

✓

Review and reassess annually the Real Estate Investment Committee Charter and submit to the Board any recommended changes change

Our Board may, from time-to-time,time to time, form other committees as circumstances warrant. Such committees will have the authority and responsibility as delegated by ourthe Board.

Full copies Copies of the Audit, Compensation, Nominating and Corporate Governance and Real Estate Investment Committee chartersCharters are available upon request at no charge. See page 16 for instructionsinformation on how to request a printed copy or access the charters online.

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ADDITIONAL BOARD GOVERNANCE

We believe that effective corporate governance is criticalthe foundation to our success and long-term sustainability and critical to our ability to create long-term value for our shareholders. We continuouslyThe Board and its committees regularly review our corporate governance policies and comparebenchmark them toagainst other public companies, our peers and industry best practices, and considerpractices. The Board also considers feedback we receive from investor engagements and what we believe is in the long-term best interestsother stakeholders of all of our stakeholders.MAA. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures when required by regulation or when our Board determines that it would benefit our shareholders.

 

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PROPOSAL 1: ELECTION OF DIRECTORS

GOVERNANCE PRACTICES

PRACTICES RELATED TO DIRECTOR COMPENSATION

INDEPENDENT EXTERNAL DIRECTOR COMPENSATION CONSULTANT 

The Board periodically engages an independent external compensation consultant to benchmark non-employee Director compensation and makes recommendations to the Compensation Committee on appropriate compensation packages. The consultant advises on both the size, form and mix of compensation components and provides no services to MAA outside of executive and non-employee Director compensation analysis and advice.

NO DIRECTOR COMPENSATION FOR EMPLOYEES 

Directors who are also employees of MAA receive no compensation for serving on the Board.

CAPS ON NON-EMPLOYEE DIRECTOR COMPENSATION 

Under the 2023 Omnibus Incentive Plan approved by shareholders at the 2023 Annual Meeting of Shareholders, the total value of cash paid to a Director in one calendar year cannot exceed $300,000 and the total value of equity awards granted to a Director in one calendar year cannot exceed $500,000.

INDEPENDENT EXTERNAL CONSULTANT HELPS SET DIRECTOR COMPENSATION The Board periodically engages an independent external compensation consultant to benchmark non-employee Director compensation and make recommendations to the Compensation Committee on appropriate compensation packages. CAPS ON NON-EMPLOYEE DIRECTOR COMPENSATION Under the Second Amended and Restated MAA 2013 Stock Incentive Plan approved by shareholders at the 2018 Annual Meeting of Shareholders, the total value of cash paid to a Director in one calendar year cannot exceed $250,000 and the total value of equity awards granted to a Director in one calendar year cannot exceed $400,000.

PRACTICES RELATED TO EXECUTIVE COMPENSATION For information specific to governance practices in place in regards to our NEOs, please see the Compensation Approach and Governance section of this Proxy Statement on pages 40-45.

See Pages 46-47

For details regarding governance practices in place specific to the compensation of our NEOs, please see the Compensation Approach and Governance section of this Proxy Statement.

PRACTICES RELATED TO FINANCIAL REPORTING, ACCOUNTING POLICIES AND AUDITING For information

See Pages 71-73

For details regarding governance practices in place specific to governance practices in place in regards to our accounting policies and procedures, controls over financial reporting and auditing practices, please see the Audit Committee Policies section of this Proxy StatementStatement.

PRACTICES RELATED TO CORPORATE RESPONSIBILITY

BOARD AND COMMITTEE OVERSIGHT 

Societal and investor interests in matters related to corporate responsibility continue to grow and our Board recognizes that sustainability matters are critical to our ability to execute on pages 68-70.our long-term strategic goals. The Board is directly responsible for setting MAA’s strategy, which includes long-term sustainability planning. As such, at its March 2022 meeting, the Board approved changes to the Audit Committee Charter to delegate oversight responsibility for our corporate responsibility strategies, programs, disclosures and controls to the Audit Committee. The Audit Committee meets with executive management responsible for the execution of our corporate responsibility programs on at least an annual basis to consider the adequacy and effectiveness of internal controls related to our corporate responsibility disclosures and provides a report to the Board on those discussions. Directors also participate in surveys, along with associates, residents and investors, from time to time to identify those areas most important to our constituents and help develop our corporate responsibility plans.

Other Board committees assist the Board and Audit Committee with corporate responsibility oversight by continuing to evaluate management’s efforts related to each of their respective areas of oversight. In addition, the Board will continue to receive quarterly reports from management on corporate responsibility matters and discuss various aspects of corporate responsibility during its annual strategy session and throughout the year as deemed appropriate. Each committee also often discusses respective areas of corporate responsibility during their respective committee meetings.

For access to additional materials related to our corporate responsibility efforts see page 6.

PRACTICES RELATED TO CYBERSECURITY AND INFORMATION SECURITY

BOARD AND AUDIT COMMITTEE OVERSIGHT 

The Audit Committee of our Board is responsible for oversight of risks from cybersecurity threats. The Audit Committee receives regular reports, including an annual cybersecurity maturity assessment and quarterly scorecards, from our Chief Technology and Innovation Officer. Those reports cover topics related to information security, privacy, and cyber risks and our risk management processes, including the status of any recent cybersecurity events, the emerging threat landscape, and the status of capital investments in our information security infrastructure. The Audit Committee provides regular reports to the full Board. In addition, the Audit Committee and the Board have authority to engage external consultants, including legal, accounting or other advisors, such as cybersecurity firms, in carrying out its oversight of our cybersecurity risk management program. Likewise, the Audit Committee or the Board may request members of management or others to attend meetings at which cybersecurity risk management is addressed.

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17

PRACTICES RELATED TO CYBERSECURITY AND INFORMATION SECURITY

While we maintain business disruption procedures that allow us to operate should we not be able to access our network or service provider systems on a temporary basis, our ability to execute on our business strategy over the long-term is dependent on the use of technology. In addition, we take seriously the responsibility to protect the personal information our residents, prospects, associates and shareholders entrust with us. As a result, the protection of the information technology systems on which we rely is critically important to us.

We have a dedicated cybersecurity team, including associates holding CISSM, CISSP and ISO certifications, that partners with infrastructure resources and our Legal department to identify and mitigate, to a reasonable level, risks associated with cyber liability or potential liability for breaches of our or our service providers’ information technology systems and business operations disruptions. A detailed discussion of the risks surrounding a breach or the security failure of our systems can be found in Item 1A. Risk Factors in our Form 10-K filed with the SEC on February 18, 2021.

We take steps, and generally require our service providers to take steps through contractual obligations, to protect the security of the information processed, transmitted and stored in our and our service providers’ information technology systems. We utilize various procedures, systems, software and tools, including governance risk compliance tools to help manage and prioritize risks, in our efforts to maintain a strong security posture. All associates participate in a robust training and awareness program that includes mandatory web-based training upon hire and annually thereafter, monthly phishing email testing with follow-up training and communications and periodic hot topic communications and alerts to provide timely information to associates on newly identified or recurring threats. We perform independent external and internal penetration testing encompassing our network and web applications on an annual basis and perform internal vulnerability scanning weekly, reviewing all incidents and resolutions with senior management. In addition, we also engage 24/7 external monitoring and remediation services to supplement our internal efforts.

The Board has delegated oversight of management’s endeavors to identify, assess, monitor and address risks associated with cybersecurity incidents as well as management’s response and recovery plans associated with such events to the Audit Committee. Quarterly, and more frequently on an ad hoc basis if needed, senior management meets with the Audit Committee to discuss endeavors and events related to cybersecurity and information security.

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PROPOSAL 1: ELECTION OF DIRECTORS

 

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Annually we have our cybersecurity program evaluated by an independent external consultant to assess the maturity of the program and discuss the results of that evaluation with both the Audit Committee and the Board.

We recognize that the risk of a data breach or security failure has generally increased due to the rise in new technologies and the increased sophistication and activities of the perpetrators of attempted attacks and intrusions. The security measures we and our service providers put in place cannot provide absolute security and we may suffer a cybersecurity or information security event. As such, we have insurance in place to help defray the cost should such an event occur.

SHAREHOLDER ENGAGEMENT

The Board’s primary role is to represent the long-term interests of our shareholders. MAA’s management and our dedicated investor relations team continually engage with shareholders on a variety of topics, generally through industry and investor conferences, non-deal road shows, MAA-hosted investor days, property tours, quarterly earnings calls and one-on-one calls and meetings, among other vehicles. The Board oversees our engagement practices and is routinely updated with feedback received from investors. We also consider all communications to our Board and use those as opportunities to reach out to investors to learn more about their positions on various matters of interest.

Our shareholder’s views are important to us and several past changes to our governance practices have been designed and implemented in collaboration with shareholders including the items listed below.

ü

Moving from staggered to annual elections of Directors

ü

Amending our bylaws to encompass proxy access rights for shareholders

ü

Issuance As part of our inaugural Corporate Responsibility Report

ü

Expanded Board diversity disclosure to include racial makeupcybersecurity risk management program, we have adopted an incident response plan which provides for controls and procedures upon the occurrence of a cybersecurity event. In connection with that plan, we have established a cross-functional critical response team, comprised of members of management under the direction of our Chief Technology and Innovation Officer and CAO and General Counsel, which is responsible for monitoring our cybersecurity incident response. In addition, this critical response team performs an impact assessment in the event of the Board

ü

Expanded disclosuresoccurrence of a cybersecurity event meeting certain criteria, which is elevated for the team’s review and, if any such cybersecurity event is determined by the critical response team to have the potential to have a material impact on the qualificationsCompany, the cybersecurity event is elevated for further review and contributionsassessment by a senior management team, which includes all of individualthe members of our standing crises control committee, and, under certain circumstances, the Audit Committee and/or the Board. Cybersecurity risks are part of the broader ERM process overseen by our Board. ERM risk assessment results are presented to the Board, and status updates are delivered quarterly to the Audit Committee. CYBERSECURITY RISKS  For a full discussion on our cybersecurity risk management program please see Item 1C. Cybersecurity in our Form 10-K filed with the SEC on February 9, 2024. A discussion on risks we face associated with cybersecurity incidents see “Risk Factors – We rely on information technology systems in our operations, and any breach or security failure of those systems could materially adversely affect our business, financial condition, results of operations and reputation” in Item 1A. Risk Factors in our Form 10-K filed with the SEC on February 9, 2024. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS BOARD AND COMMITTEE OVERSIGHT  As part of the annual Director Nominees

In March 2020, our ability to meet with investors face to face was impacted by the COVID-19 global pandemic, but we were able to continue to engage with investors by virtual means and held over 600 formal interactions with shareholders during 2020.

We believe the results of our annual elections reflect our responsiveness to the interests of our shareholders. The average of the votes cast “For” our Directors at the 2020 Annual Meeting of Shareholders was 97% with the lowest affirmative vote received by any one individual Director being 91.3%.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Code of Conduct specifies our policy relating to conflicts of interest and states a conflict of interest exists when an individual’s private interests interfere in any way or would appear from the perspective of a reasonable person to interfere in any way with our interests. Under the Code of Conduct, an associate who becomes aware of a potential conflict of interest must report the conflict to a supervisor, or our Legal, Internal Audit or Human Resources department. If the potential conflict of interest involves our CEO, any of our executive officers, or a Director, our Board will determine whether to grant a waiver if a conflict of interest is determined to exist. On an annual basis, the Nominating and Corporate Governance Committee, as well as the full Board, reviews related party transactions and any potential conflicts of interest. In addition, our Audit Committee charter requires the Audit Committee to review and discuss with management and our independent registered public accounting firm material related party transactions as required by applicable accounting and regulatory pronouncements. All transactions involving related parties must be approved by a majority of the disinterested members of our Board. Based on the information presented to it, the Board determined that no related party transactions occurred or were proposed since the beginning of 2020.

Nominee selection process, the Nominating and Corporate Governance Committee, as well as the full Board, reviews related party transactions and any potential conflicts of interest. Under its written charter, the Audit Committee is required to review and discuss with management and our independent registered public accounting firm material related party transactions as required by applicable accounting and regulatory pronouncements. The charter also requires the Audit Committee to conduct prior reviews of related party transactions as described in NYSE Rule 314.00 and prohibit such transactions if determined to be inconsistent with the interests of MAA and its shareholders. All transactions involving related parties must be approved by a majority of the disinterested members of our Board.

RELATED PARTY TRANSACTIONS  No potential related party transactions have been proposed since the beginning of 2023. CONFLICTS OF INTEREST  Under our Code of Conduct, an associate who becomes aware of a potential conflict of interest must report the conflict to a supervisor, or our Legal, Internal Audit or Human Resources department. If the potential conflict of interest involves our CEO, any of our executive officers, or a Director, our Board will determine whether to grant a waiver if a conflict of interest is determined to exist. No waivers were requested or granted in 2023. MATERIAL RELATIONSHIPS None of our non-employee Directors had relationships with us during 20202023 that the Board determined were material. INDEBTEDNESS OF MANAGEMENT None of our NEOs nor Directors were indebted to us during 2020.2023.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Messrs. Case, Norwood, (Chairman), J.T. Lowder and Nielsen, and Mses. JenningsCaplan and McGurkJennings served as members of the Compensation Committee at some point during 2020.2023. None of the members of the Compensation Committee is, nor have they ever been, an officer or associate of MAA.MAA, nor have any members of the Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K during 2023. During 2020,2023, none of our NEOs served as a director or member of the Compensation Committee of any other entity whose executive officers served on our Board or Compensation Committee. GOVERNANCE DOCUMENTS Along with the elements of our Board structure and the oversight obligations contained in the committee charters, the following documents provide additional governance guidelines applicable to our Board and NEOs. CORPORATE GOVERNANCE GUIDELINES Copy available online and at no charge upon request. See page 6 APPLICATION  The Corporate Governance Guidelines reflect the principles by which the Board operates, ensuring the Board represents the best interests of shareholders. 2024 PROXY STATEMENT 18   2021 PROXY STATEMENT 16 PROPOSAL 1: ELECTION OF DIRECTORS   Table of Contents GOVERNANCE DOCUMENTS Along with the elements of our Board structure and the oversight obligations contained in the committee charters, the following documents provide additional governance guidelines applicable to our Board and NEOs. CORPORATE GOVERNANCE GUIDELINES Approved by the Board and reviewed annually by the Nominating and Corporate Governance Committee, the Corporate Governance Guidelines reflect the principles by which the Board operates, ensuring the Board represents the best interests of shareholders. The guidelines encompass the following requirements, among others. DIRECTOR INDEPENDENCE 11 out of 12 Director Nominees are Independent At least a majority of Directors on the Board must be independent to provide appropriate oversight of management’s actions and contribute a variety of experiences and perspectives to strategy discussions. 83% of Director Nominees are Independent OTHER PUBLIC BOARD SERVICE Highest number of other public board service by any Director is 2 Directors can only serve on a total of three other public boards. In addition, Directors must notify the Nominating and Corporate Governance Committee before accepting any new directorship to a public board so that the Board can evaluate if a conflict of interest would exist and consider whether the Director will have sufficient time to continue to provide quality service to the Board and our shareholders. Highest other public board service of 2 RESIGNATION UPON EMPLOYMENT CHANGE Directors who have a change in employer or significant change in job responsibilities must submit an offer of resignation from the Board and all committees for consideration. This allows the Board to evaluate the specific contributions of the Director and consider whether the change may impact the Director’s ability to continue to provide quality service to the Board and representation for our shareholders. MANDATORY RETIREMENT AGE Mandatory retirement at age 75 with no waivers allowed Directors are ineligible for nomination for re-election once they reach the mandatory retirement age unless a waiver is granted by the Board for special circumstances.age. Having a mandatory retirement age drives Board refreshment, allows for thoughtful succession planning over a longer period of time and acknowledges that a Director’s knowledge and contributions may become stale as he or she is further removed from active employment. Under the current Corporate Governance Guidelines, the Board does not have the authority to grant a waiver to the mandatory retirement age and there are no Directors or Director Nominees that are 75 or older. Mandatory Under the mandatory retirement age, Ms. Jennings is ineligible to be nominated by the Board for shareholder election at age 75the Annual Meeting and has, therefore, not been listed as a Director Nominee in this Proxy Statement. MAJORITY VOTE Lowest Director approval of 90.5% of shares voted for in 2023 Incumbent Directors must tender their resignation to the Board for consideration if they fail to receive a majority of the vote for re-election in an uncontested election. Lowest Director approval of 91.3% in 2020 FREQUENCY OF MEETINGS 4 Board meetings in 2023 The Board is required to meet at least four times a year. 4 Board meetings in 2020 COMPLIANCE WITH ETHICS AND COMPLIANCE POLICIES No waivers granted Directors and NEOs are required to comply with all MAA ethics and compliance policies. Any waivers must be approved by disinterested members of the Board and publicly disclosed. NO waivers granted NON-MANAGEMENT AND INDEPENDENT DIRECTOR MEETINGS Non-Management Directors are required to meet in executive session at regularly scheduled Board meetings and Independent Directors are required to meet at least once a year. The Board believes this provides a forum for open and candid discussion on matters or concerns involving management. BOARD ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS The Board and its committees have full and free access to all associates and the authority to engage independent advisors without notifying or receiving approval from MAA. ATTENDANCE AT ANNUAL MEETING Directors are encouraged to attend annual meetings of shareholders. We have historically scheduled a Board meeting on the same day as our annual meeting of shareholders so that our Directors will be on site for the meeting. Due to the COVID-19 global pandemic, our DirectorsAll directors then in office attended the 20202023 Annual Meeting of Shareholders virtually.Shareholders. MINIMUM SHARE OWNERSHIP 100% compliance with share ownership requirements Within five years of appointment, non-employee Directors must own 5x5 times the annual cash retainer fee in shares of MAA stock or the equivalent. The CEO must own 3xthree times his base salary and other NEOs must own 2xtwo times their respective base salary within three years of appointment to their respective position. The Board believes share ownership in MAA better aligns the interests of Directors and management with those of our shareholders. HOLDING PERIOD REQUIREMENT   100% compliance with share ownershipholding period requirement HOLDING PERIOD REQUIREMENT NEOs are required to retain ownership of at least 50% of the number of net shares, after the payment of taxes, acquired through equity incentive plans until they retire, otherwise terminate or are no longer serving as aan NEO. The Board believes requiring equity ownership over time helps to ensure a focus on long-term results. 100% compliance with holding period DIRECTOR EDUCATION Directors are encouraged to attend accredited director education programs for which expenses are reimbursed by MAA. In addition, educational materials and presentations by external experts are periodically provided to the Board and its committees on various topics of interest and evolving areas. ANONYMOUS ANNUAL PERFORMANCE EVALUATIONS The Nominating and Corporate Governance Committee oversees the anonymous evaluation by Directors of the performance of the Board and each of their respective committees on an annual basis. Results are reviewed and discussed by each committee and the Board as a whole. ANNUAL REVIEW  The Corporate Governance Guidelines are approved by the Board and required to be reviewed annually by the Nominating and Corporate Governance Committee. 2024 PROXY STATEMENT 19   2021 PROXY STATEMENT 17 PROPOSAL 1: ELECTION OF DIRECTORS   CODE OF CONDUCT  Copy available online and at no charge upon request. See page 6 APPLICATION   MAA’s Code of Conduct reflects our commitment to achieving high standards of business, personal and ethical conduct. The Code of Conduct is applicable to our Board, executive officers and all other associates, including our CEO, CFO (Principal Financial Officer) and Principal Accounting Officer. ATTESTATIONS   100% compliance Each member of our Board and all of our executive officers annually review the requirements in the Code of Conduct, attest in writing to meet the standards therein and affirm their compliance with those standards. WAIVERS   No waivers have been granted Amendments to or waivers from our Code of Conduct (to the extent applicable to our CEO, Principal Financial Officer or Principal Accounting Officer) are publicly disclosed on our website. WHISTLEBLOWER POLICY APPLICATION   Copy available online and at no charge upon request. See page 6 The Whistleblower Policy sets forth the procedures established by the Audit Committee to allow for the receipt, retention and treatment of complaints received by MAA regarding accounting, internal accounting controls or auditing matters as well as the confidential, anonymous submission of concerns regarding questionable accounting and auditing matters. ANNUAL REVIEW  The Whistleblower Policy and Procedures are required to be reviewed annually by the Audit Committee. POLICY REGARDING THE ABILITY OF EMPLOYEES OR DIRECTORS TO ENGAGE IN HEDGING TRANSACTIONS OR PLEDGING OF SECURITIES APPLICATION  Directors, executive officers and certain designated employees who in the ordinary course of the performance of their duties have access to material, nonpublic information regarding MAA or any of MAA’s subsidiaries are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of MAA equity securities granted as compensation, or held directly or indirectly by the individuals covered under the policy. These prohibitions also apply to any covered individual’s spouse, minor children, family members living within the same household and any other affiliates or affiliated entities. PROHIBITED TRANSACTIONS  Specifically, the policy prohibits executing short sales (the selling of securities that are not owned at the time of sale), purchasing or selling derivative securities or hedging transactions (including the buying and selling of puts, calls, other derivative securities, derivative securities that provide the economic equivalent of owning securities, any opportunity to profit from the change in value of securities and any other hedging transaction), using securities as collateral on margin accounts and pledging securities as collateral for a loan. These prohibitions relate to all MAA and MAA subsidiary securities including common stock, preferred stock, units in limited partnerships, options to purchase common stock, any other type of securities that MAA or MAA’s subsidiaries may issue (such as convertible debentures, warrants, exchange-traded options or other derivative securities), any derivative securities that provide the economic equivalent of ownership of any securities issued by MAA or MAA’s subsidiaries, and any opportunity to profit from any change in the value of any of the securities issued by MAA or MAA’s subsidiaries. EXCEPTIONS While MAA’s policy prohibits Directors, executive officers and other individuals, affiliates and affiliated entities (as outlined above) from pledging securities as collateral on a loan, at the time the prohibition was adopted, a one-time exception was made to grandfather an existing pledge amount which was already in place. The pledge was deemed to be of immaterial risk to shareholders and cannot be increased or expanded. No additional exceptions for pledges have been made, and the Nominating and Corporate Governance Committee has determined that no other exceptions for pledges will be granted. BYLAWS AND CHARTER PROVISIONS ANNUAL ELECTIONS OF DIRECTORS  MAA’s charter requires the annual election of all Directors. The Board believes that annual elections is an appropriate timeframe to ensure that Directors are being held accountable to shareholders. Table of Contents CODE OF CONDUCT MAA’s Code of Conduct reflects our commitment to achieving high standards of business, personal and ethical conduct. The Code of Conduct is applicable to our Board, executive officers and all other associates, including our CEO, CFO (Principal Financial Officer) and Principal Accounting Officer. Each member of our Board and all of our executive officers annually review the requirements in the Code of Conduct, attest in writing to meet the standards therein and affirm their compliance with those standards. Amendments to or waivers from our Code of Conduct (to the extent applicable to our CEO, Principal Financial Officer or Principal Accounting Officer) are publicly disclosed on our website. No waivers to the Code of Conduct have been made. WHISTLEBLOWER POLICY The Whistleblower Policy sets forth the procedures established by the Audit Committee to allow for the receipt, retention and treatment of complaints received by MAA regarding accounting, internal accounting controls or auditing matters as well as the confidential, anonymous submission of concerns regarding questionable accounting and auditing matters. Full copies of our Corporate Governance Guidelines, Code of Conduct and Whistleblower Policy are available upon request at no charge. See page 1 for instructions on how to request a printed copy or access these documents online. POLICY REGARDING THE ABILITY OF EMPLOYEES OR DIRECTORS TO ENGAGE IN HEDGING TRANSACTIONS OR PLEDGING OF SECURITIES Under MAA’s policies, Directors, executive officers and certain designated employees who in the ordinary course of the performance of their duties have access to material, nonpublic information regarding MAA or any of MAA’s subsidiaries are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted as compensation, or held directly or indirectly by the individuals covered under the policies. The above-mentioned prohibitions also apply to any covered individual’s spouse, minor children, family members living within the same household and any other affiliates or affiliated entities. More specifically, MAA’s policies prohibit executing short sales (the selling of securities that are not owned at the time of sale), purchasing or selling derivative securities or hedging transactions (including the buying and selling of puts, calls, other derivative securities, derivative securities that provide the economic equivalent of owning securities, any opportunity to profit from the change in value of securities and any other hedging transaction), using securities as collateral on margin accounts and pledging securities as collateral for a loan. These prohibitions relate to all MAA and MAA subsidiary securities including common stock, preferred stock, units in limited partnerships, options to purchase common stock, any other type of securities that MAA or MAA’s subsidiaries may issue (such as convertible debentures, warrants, exchange-traded options or other derivative securities), any derivative securities that provide the economic equivalent of ownership of any securities issued by MAA or MAA’s subsidiaries, and any opportunity to profit from any change in the value of any of the securities issued by MAA or MAA’s subsidiaries. While MAA’s policies prohibit Directors, executive officers and other individuals, affiliates and affiliated entities (as outlined above) from pledging securities as collateral on a loan, at the time the prohibition was adopted, a one-time exception was made to grandfather an existing pledge amount which was already in place. The pledge was deemed to be of immaterial risk to shareholders and cannot be increased or expanded. No additional exceptions for pledges have been made, and the Nominating and Corporate Governance Committee has determined that no other exceptions for pledges will be granted.   2021 PROXY STATEMENT 18   2024 PROXY STATEMENT 20 Table of Contents BYLAWS AND CHARTER PROVISIONS ANNUAL ELECTIONS OF ALL DIRECTORS MAA’s charter requires the annual election of all Directors. The Board believes that annual elections is an appropriate timeframe to ensure that Directors are being held accountable to shareholders. SPECIAL MEETINGS OF SHAREHOLDERS PROPOSAL 1: ELECTION OF DIRECTORS SPECIAL MEETINGS OF SHAREHOLDERS See page 6 for how to access a copy of our bylaws for more details. MAA’s bylaws allow any of the following to call a special meeting of the shareholders. §  CEO §  President §  Majority of the Board §  Majority of the Independent Directors §  Shareholders representing more than 10% of voting shares Information on how shareholders can request a special meeting andof the requirements to do so can be found in our bylaws.shareholders. ✓ CEO ✓ President ✓ Majority of the Board ✓ Majority of the Independent Directors ✓ Shareholders representing more than 10% of voting shares PROXY ACCESS AND OTHER METHODS FOR SHAREHOLDERS TO RECOMMEND A DIRECTOR NOMINEE  See pages 80-81 for timing details regarding the 2025 Annual Meeting of Shareholders PROXY ACCESS AND OTHER METHODS FOR SHAREHOLDERS TO RECOMMEND A DIRECTOR NOMINEE Shareholders interested in recommending or nominating a candidate for election should review the three options for doing so outlined below along with other information contained in this Proxy Statement as referenced and additional requirements that are provided in our bylaws. Have Your Director Candidate Included In Our Proxy Materials HAVE YOUR DIRECTOR CANDIDATE INCLUDED IN OUR PROXY MATERIALS  Pursuant to the proxy access provisions of our bylaws, shareholders who meet the requirements can have their director candidate included in our proxy materials for an annual meeting. To have a candidate included in our proxy materials for the 2022 Annual Meeting of Shareholders you must meet the requirements outlined in our bylaws and submit the required information to our corporate headquarters no later than December 6, 2021. See the Proxy Access Notice Requirements for the 2022 Annual Meeting of Shareholders section in this Proxy Statement on page 78 for additional details. 20 Shareholders 3% Ownership MAA’s bylaws allow a shareholder or a group of up to 20 shareholders that have collectively owned at least three percent of MAA’s common stock continually for a period of at least three years tocan nominate and include in our proxy materials, directorDirector candidates constituting up to 20% of the Board, provided that the shareholder(s) and the candidates satisfy the requirements specified in our bylaws. See pages 20-21 for more information on shareholder nominations for director. 3 YearsDIRECTLY NOMINATE A CANDIDATE FOR ELECTION BY SHAREHOLDERS 20% Nominees Directly Nominate A Candidate For Election By Shareholders Shareholders who meet the requirements provided in our bylaws can directly nominate a candidate for election by our shareholders at an annual meeting. To directly nominate a candidate for election by our shareholders, at the 2022 Annual Meeting of Shareholders, other than pursuant to the proxy access provision of our bylaws, you must provide the information required at our corporate headquarters no later than February 17, 2022. See the Shareholder Proposal Requirements for the 2022 Annual Meeting of Shareholders section of this Proxy Statement on page 78 for additional details. Recommend A Candidate To The Nominating And Corporate Governance Committee Shareholders can recommend a director candidate for consideration by our Nominating and Corporate Governance Committee. To recommend a candidate for the 2022 Annual Meeting of Shareholders, the recommendation must be received at our corporate headquarters no later than December 6, 2021 and you must include the required information specified in our bylaws. Copies of our bylaws and charter can be found on the SEC website at https://www.sec.gov. Bylaws See Exhibit 3.2(i) to the Form 8-K which was filedproxy access provision of our bylaws, you must provide the information and documents required in our bylaws at our corporate headquarters. In addition to satisfying the requirements under our bylaws, shareholders who intend to solicit proxies in support of Director nominees other than the Board’s nominees must also comply with the additional requirements of Rule 14a-19(b) under the Exchange Act. See pages 20-21 for more information on March 14, 2018 Charter shareholder nominations for director. RECOMMEND A CANDIDATE TO THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE  Shareholders can recommend a Director candidate for consideration by our Nominating and Corporate Governance Committee. To recommend a candidate, the recommendation must be received at our corporate headquarters and include the required information specified in our bylaws. See Exhibit 3.1pages 20-21 for more information on shareholder nominations for director. SHAREHOLDER ENGAGEMENT BOARD AND MANAGEMENT ENGAGEMENT  The Board’s primary role is to represent the long-term interests of our shareholders. MAA’s executive and senior management, led by associates solely-focused on investor relations, proactively engages with our shareholders through a year-round engagement program overseen by the Board. We utilize numerous vehicles to directly reach and listen to our investors. We also periodically participate in various investor round-table events hosted by industry or other associations that provide broader insight on developing investor interests and concerns. The Board is routinely updated with feedback received from investors and can be communicated with directly. See page 6 for information on how to reach the Board. SHAREHOLDER DRIVEN GOVERNANCE  Collaborations with our shareholders have resulted in many enhancements through the years that we believe strengthen our corporate governance and contribute to the Form 10-K which was filed on February 24, 2017 long-term sustainability and success of our company.   2021 PROXY STATEMENT 19 ✓ Moving from staggered to annual elections of Directors ✓ Amending our bylaws to encompass proxy access rights for shareholders ✓ Publishing annual Corporate Responsibility Reports ✓ Expanding Board diversity disclosures including racial makeup of the Board ✓ Expanding disclosures on the qualifications and contributions of individual Director Nominees ✓ Enhancing Board oversight of corporate responsibility matters ✓ Adopting a Policy on Political Contributions 2023 SHAREHOLDER ENGAGEMENTS  In 2023, we continued to engage with shareholders through various platforms. We held or participated in nine investor conferences, one non-deal roadshow, 21 property tours, one in-person meeting at our headquarters, four quarterly earnings release calls, one shareholder meeting and over 100 one-on-one calls with institutional investors, analysts and retail investors to stay connected, provide information regarding MAA and our strategy, and learn about matters that are important to our shareholders. As a result, we had approximately 580 points of contact with shareholders and over 100 points of contact with analysts in 2023, representing approximately 67% of the outstanding shares of our common stock.   2024 PROXY STATEMENT 21 PROPOSAL 1: ELECTION OF DIRECTORS PROCESS FOR IDENTIFYING AND Table of Contents PROCESS FOR IDENTIFYING AND SELECTING DIRECTOR NOMINEES The Board is responsible for recommending Director Nominees to our shareholders for election at our annual meetings and, from time to time, for appointing Directors to fill vacancies on the Board. Our Board has delegated the responsibility for evaluating Board needs and the process of identifying and recruiting Director Nominees to our shareholders for election at our annual meetings and, from time to time, for appointing Directors to fill vacancies on the Board. Our Board has delegated the responsibility for evaluating Board needs and the process of identifying and recruiting director candidates for Board consideration to the Nominating and Corporate Governance Committee. Following is the general process the Nominating and Corporate Governance Committee utilizes to identify and select Director Nominees. 1  2  3  The process to present a Director Nominee for shareholder approval begins with INPUTfrom various sources on the attributes that the Board as a whole needs in order to successfully execute its roles and responsibilities in the best interest of our shareholders. The Nominating and Corporate Governance Committee considers the attributes needed by the Board as a whole and combines that with additional considerations as part of its ongoing SUCCESSION PLANNINGefforts The Nominating and Corporate Governance Committee combines the key criteria identified through its succession planning efforts and creates a CANDIDATE PROFILEfor director searches and nominee recommendations INVESTOR ENGAGEMENTS Changes in shareholder interests and priorities may require new attributes or change the prioritization of certain attributes over time BOARD APPROVED STRATEGY Evolutions of our multi-year strategy may require new attributes not previously represented on the Board for appropriate oversight of strategy execution and risk management ANNUAL BOARD AND COMMITTEE SELF-ASSESSMENTS Feedback from current Directors regarding the balance of qualifications and needs, among other matters, is incorporated BUSINESS TRENDS Changing industry and general business developments may require new attributes to provide guidance on new competitive frontiers or for effective risk management ANNUAL SHAREHOLDER VOTE Results of prior year Director elections can provide insight on shareholder satisfaction with individual Director and Board performance as well as governance matters important to our shareholders KEY KNOWLEDGE AND EXPERIENCE The specific knowledge and abilities required for the Board and its committees to execute their responsibilities to MAA are continually updated over time. The areas of expertise and experience our Board currently feels are particularly relevant to MAA and should be possessed by one or more Directors are: §  Real Estate Industry – Investment §  Real Estate Industry – Development/Construction §  Strategic Planning and Oversight §  Risk Oversight §  Public Company Platform §  Capital Markets §  Financial Literacy §  Large Organization Leadership and Human Capital Development §  Corporate Governance DIRECTOR DEPARTURES Planned retirements and unexpected departures are considered to identify any potential gaps in Board attribute needs BOARD GOVERNANCE Various governance matters such as board size and Director independence are considered in regards to MAA policies as well as peer and industry best practices to allow for efficient and effective Board functioning REGULATORY REQUIREMENTS (SEC, NYSE) Regulations are considered to ensure compliance with all relevant public company and listing exchange requirements SPECIFIC CRITERIAS Specific criteria for an individual Director appointment or nominee are identified based on the results of succession planning analysis ABILITY TO SERVE The ability to provide quality service to the Board and represent our shareholders is evaluated. Factors considered include: §  Time availability §  Independence status §  Other public board commitments §  Schedule flexibility CONFLICTS OF INTEREST Current relationships that may create potential conflicts of interest with service on the Board are evaluated GENERAL CHARACTERISTICS Certain personal characteristics are required of every Director to provide quality representation for our shareholders and set the correct tone from the top for MAA’s culture These characteristics include: §  High personal and professional integrity, ethics and values §  Mature wisdom and sound judgement §  Inquiring and independent analysis §  Ability to objectively appraise management performance §  Willingness to represent the best interests of shareholders §  History of achievement reflecting superior standards DIVERSITY The Board believes that diversity provides a breadth of knowledge, viewpoints, experiences and opinions that contribute to a stronger board. The Board and the Nominating and Corporate Governance Committee are dedicatedutilizes to expanding diversity of personal attributes such as age, genderidentify and race. We believe having diverse representation enhances the Board’s leadership effectiveness, attracts highly qualified associates, is more appealing to residents, enhances discussions of the Board and its committees and cultivates better decisions.select Director Nominees.   2021 PROXY STATEMENT 20   Table of Contents   2024 PROXY STATEMENT   22 PROPOSAL 1: ELECTION OF DIRECTORS SELECTING DIRECTOR NOMINEES While the below table generally reflects the overall process utilized by the Nominating and Corporate Governance Committee to determine the needs of the Board, identify and select a candidate and make a recommendation to the Board, the committee may, from time to time, adapt the process, including the factors considered, utilize alternative sources to identify potential candidates or make other adjustments as the committee deems appropriate to address the priorities of any given situation. 4  5  6  The candidate profile is used to guide theIDENTIFICATION ofPOTENTIAL CANDIDATESfrom various sources The Nominating and Corporate Governance Committee pursues targeted candidates to SELECTa Director Nominee The selected candidates are APPOINTEDor recommended as DIRECTOR NOMINEESfor shareholder approval INTERNAL RECOMMENDATIONS Potential candidates may be recommended by current or past Directors or members of executive management EXTERNAL SEARCH FIRM From time to time, the Nominating and Corporate Governance Committee may engage an external search firm to assist in identifying potential candidates that meet the candidate profile SPECIALIZED OUTREACH The Board or executive management may request recommendations from various external sources such as industry organizations DIRECT INQUIRIES From time to time the Nominating and Corporate Governance Committee may receive communications from individuals interested in serving on our Board SHAREHOLDER RECOMMENDATIONS The Nominating and Corporate Governance Committee will consider recommendations received by shareholders when done so in compliance with our bylaws (see page 78) ASSESS INTEREST Generally, a member of the Board or a consultant (if an external search firm is being utilized) will contact target candidates to assess their interest in joining the Board INTERVIEWS Interested candidates will meet with members of the Board as well as members of management so they can learn more about MAA and the Nominating and Corporate Governance Committee can receive additional input to ascertain the candidate’s ability to serve as an engaged and beneficial member of the Board DIRECTOR APPOINTMENT From time to time, the Nominating and Corporate Governance Committee may feel it is appropriate to appoint a new Director prior to an annual meeting of shareholders (e.g. to meet a regulatory requirement, allow for overlap with a departing Director or due to other considerations). In these instances, the Director will serve until the next annual meeting of shareholders at which meeting the Director would be presented as a Director Nominee for shareholder approval pending a recommendation from the Nominating and Corporate Governance Committee to determine the needs of the Board, identify and select a candidate and make a recommendation to list the DirectorBoard, the committee may, from time to time, adapt the process, including the factors considered, utilize alternative sources to identify potential candidates or make other adjustments as a Director Nomineethe committee deems appropriate to address the priorities of any given situation.   2024 PROXY STATEMENT   23 PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR NOMINEENOMINEES FOR ELECTION DIRECTOR NOMINEES AS A GROUP The Board upon recommendation bybelieves that each Director Nominee being presented for election has high ethical standards and has the time, ability and desire to execute their duties in representing the best interests of our shareholders. The Director Nominees are also geographically dispersed throughout our portfolio footprint and/or have MAA market experience offering critical market expertise to our portfolio strategy. Furthermore, the Board feels the unique skills of each Director Nominee collectively provides a strong foundation for the Board’s strategic oversight and risk management responsibilities and provides the necessary expertise for the responsibilities delegated to the Board committees. The following table and graphs provide a summary overview of the Director Nominees as a group, including identification of the number of individual Director Nominees that satisfy each of the key knowledge and experience factors our Nominating and Corporate Governance Committee has identified as a resultnecessary for the effective oversight of our strategy and risk management. The additional contributions that each Director Nominee offers to the processstrength of our Board and its committees and the leadership and oversight of MAA are outlined in their individual write-ups preceding this summary. The Gender and Race/Ethnicity information provided in the table is as voluntarily disclosed by the respective Director Nominee. The Committee Service section represents committee assignments assuming all Director nominees are elected to identify and selectserve by shareholders at the Annual Meeting. Age is as of May 21, 2024, the meeting date for the Annual Meeting.   DEMOGRAPHICS   DIRECTOR NOMINEE INDEPENDENCE AGE TENURE GENDER RACE/ ETHNICITY POSITION H. Eric Bolton, Jr. Management 67 1997 Male White CEO of MAA and Chairman of the Board Deborah H. Caplan Independent 61 2023 Female White Past EVP, Human Resources and Corporate Services, NextEra Energy, Inc. John P. Case Independent 60 2023 Male White Principal, Bunker Hill Group Past CEO of Realty Income Corporation Tamara Fischer Independent 68 2023 Female White Executive Chairman, National Storage Affiliates Trust Alan B. Graf, Jr. Lead Independent 70 2002 Male White Past EVP and CFO of FedEx Corporation Edith Kelly-Green Independent 71 2020 Female Black Founding Partner of JKG Properties LLC and The KGR Group Past VP and Chief Sourcing Officer of FedEx Express James K. Lowder Independent 74 2013 Male White Chairman of the Board of Directors and President of The Colonial Company Thomas H. Lowder Independent 74 2013 Male White Past Chairman of the Board of Trustees and CEO of Colonial Properties Trust Claude B. Nielsen Independent 73 2013 Male White Past Chairman of the Board of Directors and Past CEO of Coca-Cola Bottling Company United, Inc. W. Reid Sanders Independent 74 2010 Male White President of Sanders Properties, LLC Past EVP of Southeastern Asset Management, President of Longleaf Partners Funds Gary S. Shorb Independent 73 2012 Male White Executive Director of the Urban Child Institute Past President and CEO of Methodist Le Bonheur Healthcare David P. Stockert Independent 62 2016 Male White Past CEO and President of Post Properties, Inc. 2024 PROXY STATEMENT   24 PROPOSAL 1: ELECTION OF DIRECTORS AGGREGATE DIRECTOR NOMINEE DEMOGRAPHIC 2024 PROXY STATEMENT   25 PROPOSAL 1: ELECTION OF DIRECTORS INDIVIDUAL DIRECTOR NOMINEE DETAILS The following pages provide Individual information on each Director Nominees, will present Director NomineesNominee being presented for approval by shareholders at the annual meeting of shareholders ANNUAL ELECTIONS All Directors must be re-nominated for shareholder approval on an annual basis ONBOARDING In anticipation2024 Annual Meeting. Each writeup includes work history experience, the key knowledge and experience factors the Director Nominee contributed to an appointment or following election by shareholders at an annual meeting of shareholders,the Board as a new director will participate in various meetings with managementwhole, additional contributions the Director Nominee brings to the Board, the factors our Nominating and Corporate Governance Committee and Board groupsconsidered in orderdetermining if the Director Nominee was qualified to learn more aboutserve on the Board and committee procedures, MAA’s operationscertain Board committees, along with current Board leadership positions and long-term strategy andservice on other various matterspublic boards.   2021 PROXY STATEMENT 21   Director Nominee ages reflect the age of the individual on the date of the 2024 Annual Meeting (May 21, 2024). Table of Contents DIRECTOR NOMINEES FOR ELECTION OVERVIEW The Board believes that each Director Nominee being presented for election has high ethical standards and has the time, ability and desire to represent the best interests of our shareholders. Furthermore, the Board feels the unique skills of each Director Nominee collectively provide a strong foundation for the Board’s strategic oversight and risk management responsibilities. The following graphs and table provide a general overview of the Director Nominees as a group, including identification of the number of individual Director Nominees that satisfy each of the key knowledge and experience factors our Nominating and Corporate Governance Committee has identified as necessary for the effective oversight of our strategy and risk management. The additional contributions each Director Nominee offers to the strength of our Board and leadership of MAA are outlined in the following pages. Age is as of May 18, 2021, the meeting date for the Annual Meeting.   2021 PROXY STATEMENT 22   Table of Contents INDIVIDUAL DIRECTOR NOMINEE DETAILS Individual information including the specific qualifications of each of the Director Nominees is set forth in the following summaries. Director Nominee ages are given as of the date of the Annual Meeting.   H. ERIC BOLTON, JR., age 64 CEO, MAA CURRENT MAA BOARD SERVICE CAREER STATUS Not Independent - Management Mr. Bolton joined MAA in 1994 as VP of Development, was named COO in February 1996 and was subsequently promoted to President in December 1996. Mr. Bolton has served as our CEO since October 2001 and he became Chairman of the Board in September 2002. Prior to joining MAA, Mr. Bolton served as EVP and CFO of Trammell Crow Realty Advisors, for which he worked for more than five years. Prior to that, Mr. Bolton worked in the commercial banking industry for seven years. TENURE Director since February 1997 ROLE - Chairman of the Board - Chairman of the Real Estate Investment Committee OTHER CURRENT PUBLIC DIRECTORSHIPS EastGroup Properties, Inc. FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE Mr. Bolton brings extensive multi-family real estate experience to the Board. His career in real estate has encompassed all aspects of the industry from investment, new development, acquisitions and dispositions, property repositioning and property operations. Mr. Bolton has served on the Executive Committee of the National Multi-Family Housing Council as well as the Advisory Board of Governors of NAREIT and currently serves as the Lead Director and memberChairman of the AuditCompensation Committee of EastGroup Properties, Inc., a mid-cap industrial REIT.REIT, having previously served as both Lead Director and a member of the Audit Committee. This service and his career experience, along with Mr. Bolton’s certifications as a Certified Public Accountant (inactive) and Associate of Risk Management, allows Mr. Bolton to contribute strong risk mitigation and oversight capabilities to our Board. In addition, Mr. Bolton offers long-term real estate market cycle acumen garnered over his 32-year35-year career in real estate, during which he successfully led MAA through the Great Recession (2007–2009) without discontinuing or reducing dividends to shareholders. Mr. Bolton also brings strong guidance to our ESGcorporate responsibility program, previously serving on the boards of the Memphis Botanical Garden and the Memphis Shelby Crime Commission, as well as being a past Partner Advisor to the Mid-South Minority Business Council.   2024 PROXY STATEMENT   26 -  PROPOSAL 1: ELECTION OF DIRECTORS Ms. Caplan’s experience with strategy and crisis management in not only a public company, but in a highly regulated industry offers valuable expertise to our Board. Her business operations and project management expertise, certification as a Six Sigma Master Black Belt and change and growth experience also provide important guidance as MAA continues to evolve to meet ever-changing customer expectations. The combination of Ms. Caplan’s workforce initiative experience, including recruiting, learning and development, health and well-being, diversity and inclusion and recognition, with her past experience serving as the Chairman of the Compensation Committee for another public board, and current service on the HR Policy Association and the International Women’s Forum makes her uniquely qualified to serve on our Compensation Committee. In addition, Ms. Caplan’s responsibilities over corporate real estate at NextEra Energy, Inc. for over 10 years in markets that overlap our portfolio footprint, adds to our market analysis and transaction discussions. Ms. Caplan’s leadership at a leading clean energy company, along with her service on various boards and advisory committees, including the National Petroleum Council, an oil and natural gas advisory committee to the U.S. Secretary of Energy, in addition to her culture and human capital expertise adds knowledgeable guidance to our corporate responsibility strategy. If elected, Ms. Caplan will become the Chairman of the Compensation Committee. 2024 PROXY STATEMENT   27 PROPOSAL 1: ELECTION OF DIRECTORS Mr. Case’s experience as a CEO of a public REIT and former director of another public REIT coupled with his capital market and investor relations acumen, make him a valuable addition to the Board, providing a keen insight and understanding of our organization, including our structure as a public REIT, the regulatory environment of our industry, risk oversight expertise, and management of geographically-dispersed human capital. This experience also provides him with a keen understanding of REIT and real estate industry compensation packages, making him a good candidate for the Compensation Committee. Mr. Case also brings MAA market knowledge, helpful during acquisition and disposition decisions and overall portfolio strategy discussions. In addition, Mr. Case’s expertise in the commercial sector of our industry, provides valuable guidance to our commercial endeavors, which enhance the experience of our multi-family residents. Furthermore, his experience serving as the CIO and Chairman of the Investment Committee for Realty Income Corporation, and previous service as an Associate on the NAREIT Board of Governors, member of the board of directors of the National Multifamily Housing Council and member of the Urban Land Institute provides valuable expertise to serve on our Real Estate Industry - Investment - Real Estate Industry – Development/Construction - Strategic Planning and Oversight - Risk Oversight - Public Company Platforms - Capital Markets - Financial Literacy - Large Organization Leadership and Human Capital Development - Corporate Governance ADDITIONAL CONTRIBUTIONS - Other Real Estate Industry – Multifamily Sector, Industry Association Service, Multifamily Operations, MAA Market Expertise - Public Board Audit Committee Service - REIT Structure - Business Continuity and Crisis Management - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Data Privacy, Cybersecurity - Digital Marketing - Enhanced Branding - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight - Succession Planning Committee.   2021 PROXY STATEMENT 23   2024 PROXY STATEMENT   28 Table of Contents   ALAN B. GRAF, JR., age 67 Past EVP PROPOSAL 1: ELECTION OF DIRECTORS Ms. Fischer’s experience as an Executive Chairman and CFO, FedEx Corporation CURRENT MAA BOARD SERVICE CAREER STATUS Independent Mr. Graf servedCEO of a public REIT, along with her service as the EVP and CFOChairman of the National Self Storage Association and as a member of the Executive Board of Governors of NAREIT, makes her a valuable addition to the Board, providing extensive knowledge of our industry, and a keen insight and understanding of our structure as a public REIT, the regulatory environment of our industry, risk oversight expertise, and management of geographically-dispersed human capital. The Board has also determined that Ms. Fischer qualifies as a Financial Expert, which along with her past experience serving on the Audit Committee of FedEx Corporation from 1998 until his planned retirement in September 2020, continuinganother public REIT, makes her well qualified to serve on the Audit Committee. In addition, Ms. Fischer’s real estate knowledge acquired through serving as EVPthe Executive Chairman and Senior Advisor through December 2020. Mr. Graf joined FedEx in 1980 asprior CEO of National Storage Affiliates Trust, and mergers and acquisitions expertise, coupled with her risk oversight and accounting acumen, provides extensive analysis capabilities that make her a senior financial analyst and held various management positions throughoutvaluable member to the Finance division until servicing as EVP and CFO of FedEx Express, FedEx’s predecessor, from 1991 to 1998.Real Estate Investment Committee.   2024 PROXY STATEMENT   29     TENURE Director since June 2002 ROLE - Lead Independent Director - Chairman Audit Committee - SEC Financial Expert OTHER CURRENT PUBLIC DIRECTORSHIPS NIKE, Inc. FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None PROPOSAL 1: ELECTION OF DIRECTORS   NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE As a result of his 41-year career at FedEx, a large multinational company, with total assets over $73 billion, including 30 years as an executive, Mr. Graf brings experienced insight in strategic vision and investments, navigation of growth, pursuit of technological and procedural innovations and organization management and development. In addition, Mr. Graf’s responsibilities for all aspects of FedEx’s global financial functions, including financial planning, treasury, tax, accounting and controls, internal audit and investor relations, along with his service as the chairman of the Audit Committee on the board of Nike, Inc., a multinational global brand and public company, offers extensive expertise to the oversight of our financial controls, audit activities, cybersecurity and risk mitigation as the Chairman of our Audit Committee. Mr. Graf currently serves on the boardsboard of Indiana University Foundation and University of Memphis and has been recognized for his positive impact on public education. Mr. Graf has also made an impact on the medical community in the Memphis area through his prior chairmanship of the board of Methodist Le Bonheur Healthcare and his ongoing support of the FedExFamilyHouse, a home for out-of-town families of patients at Le Bonheur Children’s Hospital that was founded by Mr. Graf and his wife, providing him with unique understanding of our corporate charity, The Open Arms Foundation, which offers similar accommodations for individuals receiving long-term medical care at facilities located away from their homes. - Strategic Planning and Oversight - Risk Oversight - Public Company Platforms - Capital Markets - Financial Literacy - Large Organization Leadership and Human Capital Development - Corporate Governance ADDITIONAL CONTRIBUTIONS - Public Board Audit Committee Chairman Service - REIT Structure - Business Continuity and Crisis Management - Public Company Mergers and Acquisitions - Regulatory Compliance - Data Privacy, Cybersecurity - Enhanced branding - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight - Environmental Innovation - Legislative and Political Acumen   2021 PROXY STATEMENT 24   Table of Contents 2024 PROXY STATEMENT TONI JENNINGS, age 72 Chairman of the Board of Directors, Jack Jennings & Sons CURRENT MAA BOARD SERVICE CAREER STATUS Independent Ms. Jennings currently serves as the Chairman of the Board of Jack Jennings & Sons, Inc., a commercial construction firm, a position she has held since 2007, having previously served as President from 1982 to 2003. Ms. Jennings served as the first female Lieutenant Governor for the State of Florida from 2003 to 2007. Prior to her service as Lieutenant Governor, Ms. Jennings served in the Florida House of Representatives from 1976 to 1980 and then the Florida Senate from 1980 to 2000, becoming the only person to have been elected to serve as President of the Florida Senate for two terms (1996 to 2000). Prior to her public service, Ms. Jennings was an elementary school teacher. TENURE Director since December 2016 ROLE - Compensation Committee - Nominating and Corporate Governance Committee OTHER CURRENT PUBLIC DIRECTORSHIPS Brown & Brown, Inc. Next Era Energy, Inc. FORMER PUBLIC DIRECTORSHIPS (within past 5 years) Post Properties, Inc. (1993-2016)   NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE Ms. Jenning’s construction experience within MAA’s geographical footprint brings valuable expertise to oversight of strategic investments in our development pipeline. In addition, her public service, including legislative relations on hurricane preparedness and disaster relief, provides a unique perspective on business continuity and crisis management as well as an understanding of regulatory compliance and ethical standards that makes her a valuable member of our Nominating and Corporate Governance Committee. She also contributes knowledge of public company compensation structures and controls to our Compensation Committee through her service on the Compensation Committee of another public board. Ms. Jennings’ years of public service and experience as the youngest woman ever elected to the Florida House of Representatives, the first female President of the Florida Senate, (serving as such for an unprecedented two consecutive terms), and Florida’s first female Lieutenant Governor bring a unique perspective to Board discussions and provide leadership diversity and representation at our highest level of oversight, informing our approach to human capital development and reflecting our commitment to diversity and inclusion. Ms. Jennings also offers an informed perspective to the direction and oversight of MAA’s ESG initiatives through her extensive service promoting health and education of children, including having served on the board of the Nemours Foundation and the steering committee for the Children’s Movement of Florida, and her service on the board of directors of Next Era Energy, Inc., the world’s largest producer of wind and solar energy. - Real Estate Industry – Construction/Development - Strategic Planning and Oversight - Public Company Platforms - Capital Markets - Corporate Governance ADDITIONAL CONTRIBUTIONS - Other Real Estate Industry – MAA Market Expertise - Public Board Compensation Committee Service - REIT Structure - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Civic Development, Community Service, Non-Profit Leadership and Oversight - Environmental Innovation - Legislative and Political Acumen   2021 PROXY STATEMENT 25 30   Table of Contents   EDITH KELLY-GREEN, age 68 Founding Partner, JKG Properties LLC and The KGR Group CURRENT MAA BOARD SERVICE CAREER STATUS Independent Ms. Kelly-Green is a founding partner of JKG Properties LLC, a commercial real estate and single-family housing company formed in 2011, and The KGR Group, the owner of a large chain of restaurants formed in 2005.PROPOSAL 1: ELECTION OF DIRECTORS   Ms. Kelly-Green retired from FedEx Express, a subsidiary of FedEx Corporation, as VP and Chief Sourcing Officer in 2003, having joined FedEx Corporation in 1977 as a senior accountant. Ms. Kelly-Green held various positions during her time with the company including as VP of Internal Audit from 1991 until 1993 and VP, Strategic Sourcing and Supply from 1993 until her appointment as VP and Chief Sourcing Officer.   Prior to joining FedEx Corporation, Ms. Kelly-Green worked as a senior auditor for Deloitte & Touche from 1973 until 1977. TENURE Director since September 2020 ROLE - Audit Committee - SEC Financial Expert OTHER CURRENT PUBLIC DIRECTORSHIPS Sanderson Farms, Inc. FORMER PUBLIC DIRECTORSHIPS (within past 5 years) Applied Industrial Technologies, Inc. (2002-2019) NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE Ms. Kelly-Green’s certification as a Certified Public Accountant (inactive), background in auditing and accounting for a global public company, previous service on the Board of Directors of Paragon National Bank, Applied Industrial Technologies, Inc., Sanderson Farms, Inc. and designation as an SECa Financial Expert and strategic and risk oversight experience gained through various entrepreneurial endeavors makesmake her a valuable member of our Audit Committee’sCommittee, which exercises oversight of financial statement controls, auditing procedures and capital market plans. In addition, Ms. Kelly-Green’s real estate experience also adds a non-multifamily real estate sector perspective to portfolio strategy discussions. Ms. Kelly-Green has been honored by several organizations for her extensive volunteerism and leadership with numerous civic and philanthropic organizations, including serving as the founding Chairman of The Women’s Council for Philanthropy at the University of Mississippi, as a founding board member of both the Women’s Foundation for a Greater Memphis and Philanthropic Black Women of Memphis, and for her endowment scholarships for African-American females in accounting, to name a few. Ms. Kelly-Green’s commitment to providing opportunities to others coupled with her experiences as an African-Americana Black professional in corporate organizations, starting as the youngest African-AmericanBlack candidate and one of the first African-AmericanBlack women to pass the certified public accountancy exam in Tennessee to becoming the first African-AmericanBlack VP at FedEx Express, provide a unique and important perspective to the Board’s and Audit Committee’s oversight of MAA’sour corporate responsibility program, particularly as to our approach to human capital particularly ourand inclusion and diversity efforts,efforts. In addition, Ms. Kelly-Green’s former service as well as our broader ESG initiatives. - Real Estate Industry - Investment - Strategic Planning and Oversight - Risk Oversight - Public Company Platform - Capital Markets - Financial Literacy - Corporate Governance ADDITIONAL CONTRIBUTIONS - Other Real Estate Industry – Retail, Commercial and Single Family Sectors - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight   2021 PROXY STATEMENT 26 Table of Contents JAMES K. LOWDER, age 71 Chairmanthe chairman of the Board of DirectorsCorporate Governance Committees for Applied Industrial Technologies, Inc. and President, The Colonial Company CURRENT MAA BOARD SERVICE CAREER STATUS Independent Mr. Lowder has served as Chairman of the Board of Directors and President of The Colonial Company and several subsidiary and related companies since 1995, including the Lowder Construction Company for which Mr. Lowder was appointed as PresidentSanderson Farms, Inc. brings outside industry perspectives that enhance discussions in 1974. TENURE Director since October 2013 ROLE - our Nominating and Corporate Governance Committee - Real Estate Investment Committee James K. Lowder is the brother of Thomas H. Lowder, another one of our Directors. OTHER CURRENT PUBLIC DIRECTORSHIPS None FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None Committee.   NOMINEE QUALIFICATION CONSIDERATIONS 2024 PROXY STATEMENT   31 KEY KNOWLEDGE AND EXPERIENCE PROPOSAL 1: ELECTION OF DIRECTORS Mr. Lowder has accumulated a wealth ofconsiderable construction and development expertise throughstemming from his career in the real estate industry, including through leading The Colonial Company, which invests in and manages companies involved in real estate development and insurance and, at times, serving on several construction industry boards including the Home Builders Association of Alabama and the Greater Montgomery Home Builders Association. In addition, much of Mr. Lowder’s experience is within MAA’s geographic footprint, providing knowledgeable insight on markets, strong oversight of our development pipeline and thoughtful input on our portfolio strategy, making him a valuable member of the Real Estate Investment Committee. Mr. Lowder has a history of civic development and community service having served, at times, on the board of Leadership Montgomery, as president of the Montgomery YMCA and past chairman of the Montgomery Area United Way Campaign. Mr. Lowder continues to serve on the boards of a number of charitable organizations that support the arts community and is the Managing Director of The J.K. Lowder Family Foundation, a non-profit organization founded by Mr. Lowder and his wife to support and develop the idea of community and what it means to be an involved, conscientious citizen. Mr. Lowder’s community service and leadership coupled with his 23 years of experience serving on the board of Alabama Power Company, a subsidiary of Southern Company, recipient of the Edison Electric Institute Edison Award for its portfolio of energy storage research and development initiatives, allows him to provide thoughtful and informed oversight and direction to our ESGcorporate responsibility initiatives. - Real Estate Industry – Construction/Development - Strategic Planning and Oversight - Public Company Platforms - Capital Markets - Corporate Governance ADDITIONAL CONTRIBUTIONS - Real Estate Industry – Commercial Sector - Real Estate Industry – Industry Association Service - MAA Market Experience - REIT Structure - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Civic Development, Community Service, Non-Profit Leadership and Oversight - Environmental innovation   2021 PROXY STATEMENT 27   2024 PROXY STATEMENT   32 Table of Contents   THOMAS H. LOWDER, age 71 Past Chairman of the Board of Trustees and CEO, Colonial Properties Trust CURRENT MAA BOARD SERVICE CAREER STATUS Independent Mr. Lowder served as the Chairman of the Board of Trustees for Colonial Properties Trust from its initial public offering in 1993 until its merger with MAA in October 2013 and as its CEO from 1993 until he retired in 2006 and again from 2008 until October 2013. Mr. Lowder previously served as President and CEO of Colonial Properties, Inc., the predecessor of Colonial Properties Trust, from 1976.   TENURE Director since October 2013 ROLE - Compensation Committee - Real Estate Investment Committee Thomas H. Lowder is the brother of James K. Lowder, another one of our Directors. OTHER CURRENT PUBLIC DIRECTORSHIPS None FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None PROPOSAL 1: ELECTION OF DIRECTORS   NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE Mr. Lowder’s leadership of Colonial Properties Trust along with his prior service on the board of NAREIT provides him with a keen insight and understanding of our organization including our structure, the regulatory environment of our industry, management of geographically-dispersed human capital, demographics and expectations of our customer base, multifamily property operations, capital markets and investor relations. Thus, Mr. Lowder provides the board with an independent expert voice during strategy and portfolio discussions. The overlap of the markets of the prior Colonial Properties Trust and MAA add to Mr. Lowder’s real estate investment and development expertise, making him a valuable member of the Real Estate Investment Committee. Mr. Lowder also contributes to the deliberations of our Compensation Committee through his knowledge of public company executive compensation structures and his experience serving on the Compensation Committee for the Children’s Hospital of Alabama. In addition to serving on the board for the Children’s Hospital of Alabama (past chairman), Mr. Lowder also serves on the board of the Quarterbacking for Children’s Health Foundation and previously served on the boards of the University of Alabama Health Services Foundation and the United Way of Central Alabama (past chairman), amongst others. Mr. Lowder’s extensive philanthropic endeavors add thoughtful and informed direction to our ESG initiatives. - Real Estate Industry - Investment - Real Estate Industry – Development/Construction - Strategic Planning and Oversight - Risk Oversight - Public Company Platforms - Capital Markets - Financial Literacy - Large Organization Leadership and Human Capital Development - Corporate Governance ADDITIONAL CONTRIBUTIONS - Other Real Estate Industry – Multifamily, Office and Retail Sectors, Industry Association Service, Multifamily Operations, MAA Market Expertise - REIT Structure - Business Continuity and Crisis Management - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Data Privacy, Cybersecurity - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight - Succession Planning   2021 PROXY STATEMENT 28 Table of Contents MONICA McGURK, age 51 Chief Growth Officer, Kellogg Company CURRENT MAA BOARD SERVICE CAREER STATUS Independent Ms. McGurk has served as the Chief Growth Officer of Kellogg Company since January 2019 after serving as Chief Revenue and eCommerce Officer upon joining the company in July 2018. Prior to joining Kellogg Company, Ms. McGurk worked for Tyson Foods, Inc. from 2016 until September 2017. Ms. McGurk joined Tyson Foods, Inc. as EVP of Strategy and New Ventures and President of Foodservice and was later promoted to Chief Growth Officer. Prior to joining Tyson Foods, Inc., Ms. McGurk worked for The Coca-Cola Company as SVP, Strategy, Decision Support and eCommerce, North America Group from 2014 until 2016, having previously served as VP, Strategy and eCommerce from 2012 until 2014.  Prior to joining The Coca-Cola Company, Ms. McGurk served for eight months as the CEO of The Alumni Factor, a digital media and information services start up.  From 1992 until 2012, Ms. McGurk served in a variety of roles at McKinsey & Company, a global management consulting firm, including serving as a Partner for eight years. TENURE Director since March 2016 ROLE - Compensation Committee - Nominating and Corporate Governance Committee OTHER CURRENT PUBLIC DIRECTORSHIPS None FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE Ms. McGurk’s experience driving strategy and growth through brand development, advanced analytics and innovative web-site technology for global organizations as well as serving on the Governor’s Blue Ribbon Commission on Advanced Analytics and Computing for the State of Arkansas provides a wealth of expertise and guidance to MAA’s continuing development and maximization of website analytics, brand evolution and customer experience of expanded digital offerings including virtual touring and online leasing. Ms. McGurk’s experience as an executive for several public companies outside of the real estate industry adds a diverse perspective to Compensation Committee deliberations for executive management compensation packages as well as oversight of our corporate governance program by the Nominating and Corporate Governance Committee.responsibility initiatives. Ms. McGurk is also an award-winning author whose work focuses on empowering young girls and bringing awareness to the child human trafficking crisis. Ms. McGurk uses her platform to advocate for empowering women by sponsoring and leading global women’s initiatives in various professional contexts, including presenting for the Center for Women in Leadership Executive Speaker Series in 2019. Ms. McGurk’s participation on the Nominating and Corporate Governance Committee provides a strong voice for diversity and the promotion of women leaders at our highest level of oversight, informing our approach to human capital development and reflecting our commitment to diversity and inclusion. - Strategic Planning and Oversight - Risk Oversight - Public Company Platforms - Financial Literacy - Large Organization Leadership and Human Capital Development - Corporate Governance ADDITIONAL CONTRIBUTIONS - Public Company Mergers and Acquisitions - Essential Services Industry - Advanced Analytics and Consumer Insights - Digital Marketing - eCommerce - Enhanced Branding - Innovation in Web-Based Services - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight   2021 PROXY STATEMENT 29   2024 PROXY STATEMENT   33 Table of Contents   CLAUDE B. NIELSEN, age 70 Chairman of the Board of Directors, Coca-Cola Bottling Company United, Inc. CURRENT MAA BOARD SERVICE CAREER STATUS Independent Mr. Nielsen has served as the Chairman of the Board of Directors for Coca-Cola Bottling Company United, Inc. since 2003. Mr. Nielsen also served as CEO of Coca-Cola Bottling Company United, Inc. from 1991 until his planned retirement in 2016. Mr. Nielsen joined the company in 1979 and held a variety of operational and managerial positions until his appointment as President in 1990. TENURE Director since October 2013 ROLE - Chairman Nominating and Corporate Governance Committee - Compensation Committee OTHER CURRENT PUBLIC DIRECTORSHIPS None FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None   NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE PROPOSAL 1: ELECTION OF DIRECTORS As a result of his 42-year career in an essential business industry and experience leading a company through tremendous periods of growth and several mergers, Mr. Nielsen provides our Board with a wealth of insight in setting the strategic direction of MAA, considering the scope and speed at which an organization can accept and adapt to change and identifying potential obstacles and risks to successful integrations. In addition, he also brings an understanding of the challenges of managing, developing and leading human capital in geographically-dispersed locations as well as operating in many of the markets within MAA’s portfolio footprint. Mr. Nielsen previously served on the board of directors of AmSouth Bank Corporation and Regions Financial Corporation, providing the board with additional insight in banking and financial affairs. Furthermore, Mr. Nielsen, having been both appointed and retiring as CEO of Coca-Cola Bottling Company United, Inc. as a result of formal succession events, brings first handfirst-hand insight regarding succession planning along with oversight experience gained from his prior service on the Governance Committee of Colonial Properties Trust to our Nominating and Corporate Governance Committee. Mr. Nielsen also offers a unique perspective to our Compensation Committee having previously served as the Chairman of the Compensation Committee for Colonial Properties Trust, a public REIT prior to our merger in 2013, while also understanding private company approaches to executive compensation through his experience both as CEO and Chairman of the Boardboard of Directorsdirectors of Coca-Cola Bottling Company United, Inc. Mr. Nielsen has been involved at times with several civic and charitable organizations including the United Way of Central Alabama, the American Cancer Society, the Birmingham Rotary Club and the Birmingham Business Alliance, amongst others. Mr. Nielsen also previously served as Chairman of the Coca-Cola Scholars Foundation and, along with his wife, has supported various initiatives at the University of Alabama at Birmingham, including innovation and business incubation as well as cancer research. Mr. Nielsen’s history of civic and community support and development bring an engaged and service-minded perspective to the oversight of MAA’s ESGcorporate responsibility initiatives. - Strategic Planning and Oversight - Risk Oversight - Public Company Platforms - Financial Literacy - Large Organization Leadership and Human Capital Development - Corporate Governance ADDITIONAL CONTRIBUTIONS - Public Company Compensation Committee Service (Chairman), Governance Committee Service - REIT Structure - Business Continuity and Crisis Management - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Data Privacy, Cybersecurity - Enhanced Branding - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight - Succession Planning   2021 PROXY STATEMENT 30   2024 PROXY STATEMENT   34 Table of Contents   PHILIP W. NORWOOD, age 73 Principal, Haviland Capital, LLC CURRENT MAA BOARD SERVICE CAREER STATUS Independent Mr. Norwood has been a Principal of Haviland Capital, LLC, a real estate and private equity investment firm since its formation in 2013. He has also served as the Chairman of the Board of Directors for Pacelot Milliken Enterprises, Inc., a family-owned investment company in the real estate and energy/infrastructure industries since 2014. From 1994 until his retirement in March 2013, Mr. Norwood served as the President and CEO of Faison Enterprises, Inc., a real estate development and investment company. Prior to joining Faison Enterprises, Inc., Mr. Norwood worked for Trammell Crow Realty Advisors, having joined the organization in 1982 and holding various positions, including COO, until being appointed CEO and Chairman of the Board of Directors of Trammell Crow Realty Advisors as well as Vice-Chairman of the Board of Directors for Trammell Crow Company until his departure in 1993. TENURE Director since August 2007 ROLE - Chairman Compensation Committee - Real Estate Investment Committee OTHER CURRENT PUBLIC DIRECTORSHIPS None FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE With an extensive career in commercial real estate, encompassing investment experience in much of MAA’s portfolio footprint, Mr. Norwood provides expert knowledge regarding MAA’s markets, commercial investments and strategic portfolio decisions, as well as financial acumen related to transactions, making him a valuable member of the Real Estate Investment Committee, for which he also offers a unique perspective and understanding of the private sector with which MAA often competes for acquisitions. As the Chairman of the Compensation Committee, Mr. Norwood brings knowledge of private real estate compensation structures and opportunities, which allows the Compensation Committee to consider the competitiveness of executive compensation packages beyond those at other public companies or within the public REIT industry. In addition to Mr. Norwood’s service on various industry-related associations, he has also been involved with several civic and philanthropic endeavors and currently serves as the Chairman of the Board of Directors of Camp Blue Skies Foundation, which works to enhance the lives of adults with developmental disabilities through recreation, socialization and life skills education. Mr. Norwood’s mix of real estate expertise, history of community service and knowledge of various environmental sustainability initiatives, including solar, landfill-gas-to-energy and hydro-electric generation, gained through his service on the Board of Directors of Pacelot Milliken Enterprises, Inc., provide him with a very unique understanding of the challenges and opportunities the real estate industry faces in developing sustainability initiatives, making him a valuable voice in guiding our ESG program strategy and goals. - Real Estate Industry – Investment - Real Estate Industry – Construction/Development - Strategic Planning and Oversight - Risk Oversight - Capital Markets ADDITIONAL CONTRIBUTIONS - Other Real Estate Industry – Commercial Sector, Industry Association Service, MAA Market Expertise - Public Company Mergers and Acquisitions - Essential Services Industry - Environmental Innovation   2021 PROXY STATEMENT 31   PROPOSAL 1: ELECTION OF DIRECTORS Table of Contents   W. REID SANDERS, age 71 President, Sanders Properties, LLC CURRENT MAA BOARD SERVICE CAREER STATUS Independent Mr. Sanders has served as President of Sanders Properties, LLC since its formation in 2004. Mr. Sanders also currently serves on the Investment Committee for several limited liability companies involved in commercial real estate.   Mr. Sanders was the co-founder of and, from 1975 until 2000, served as the EVP of Southeastern Asset Management and the President of Longleaf Partners Fund. From 1971 until 1975, Mr. Sanders served as an investment officer and worked in credit analysis and commercial lending in the banking industry. TENURE Director since March 2010 ROLE - Audit Committee OTHER CURRENT PUBLIC DIRECTORSHIPS Granite Point Mortgage Trust Two Harbors Investment Corp. FORMER PUBLIC DIRECTORSHIPS (within past 5 years) Silver Bay Realty Trust Corp. (2016-2017) NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE The combination of Mr. Sander’s financial acumen, knowledge of capital markets and deep background in investing in the real estate industry with his experience serving on the Risk Oversight Committees of both a public REIT and mortgage trust make him a valuable member of our Audit Committee. In addition, Mr. Sanders provides commercial sector knowledge to the Board’s portfolio strategy discussions as well as an understanding of the regulatory requirements surrounding our organizational structure as a REIT. Mr. Sanders has also served, at times, on numerous boards reflecting a wide-range of civic and philanthropic endeavors encompassing the arts, education and medical services and is currently serving as Chairman of the Boardboard of Directorsdirectors of the Hugo-Dixon Foundation and on the Board of Trustees for the Dixon Gallery and Gardens, and The Dixon Gallery and Gardens Endowment Fund and the Tennessee Shakespeare Company.Fund. Mr. SandersSanders’ dedication to supporting the arts and community enhancement adds thoughtful guidance to our ESGcorporate responsibility strategy. - Real Estate Industry – Investment - Strategic Planning and Oversight - Risk Oversight - Public Company Platform - Capital Markets - Financial Literacy - Corporate Governance ADDITIONAL CONTRIBUTIONS - Other Real Estate Industry – Commercial Sector and MAA Market Expertise - Public Board Audit Committee, Compensation Committee and Risk Oversight Committee Service - REIT Structure - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Civic Development, Community Service, Non-Profit Leadership and Oversight   2021 PROXY STATEMENT 32   2024 PROXY STATEMENT   35 Table of Contents   GARY SHORB, age 70 Executive Director, The Urban Child Institute CURRENT MAA BOARD SERVICE CAREER STATUS Independent Mr. Shorb has served as the Executive Director of The Urban Child Institute since February 2017. From 2016 through April 2017, Mr. Shorb served as a Senior Advisor following his planned retirement in 2016 as President and Chief Executive Officer of Methodist Le Bonheur Healthcare, an integrated healthcare system that comprises a seven-hospital operation with $2 billion in annual revenues. Mr. Shorb joined Methodist Le Bonheur Healthcare in 1990 as EVP, COO, transitioning to President and CEO in 2001. Before joining Methodist Le Bonheur Healthcare, Mr. Shorb served as President and CEO of Regional Medical Center in Memphis from 1986 to 1990, having joined the organization in 1982 as VP of Operations. Prior to his work in the healthcare industry, Mr. Shorb worked as a project engineer with Exxon after serving as a Lieutenant Commander in the U.S. Navy. TENURE Director since May 2012 ROLE - Audit Committee - Nominating and Corporate Governance Committee OTHER CURRENT PUBLIC DIRECTORSHIPS None FORMER PUBLIC DIRECTORSHIPS (within past 5 years) None   NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE PROPOSAL 1: ELECTION OF DIRECTORS With his background in engineering and operations and 15 years serving as the President and CEO of an integrated healthcare system, Mr. Shorb brings experienced insight related to risk mitigation, organizational management and as a provider of essential services to the Board’s oversight and strategic analysis discussions. His experience serving in a highly regulated industry requiring strong data security and privacy controls makes him a valuable member of our Audit Committee which oversees our financial statement controls and cybersecurity efforts. In addition, having been both appointed and retiring as CEO of Methodist Le Bonheur Healthcare as a result of formal succession events, he also brings experienced insight to our management and board succession plans through his service on our Nominating and Corporate Governance Committee. As well as serving as the Executive Director of The Urban Child Institute, a non-profit dedicated to promoting the education, health and well-being of young children, Mr. Shorb has extensive community service and leadership experience that brings a wealth of insight to our human capital programs, including our diversity and inclusion efforts, oversight of our corporate charity, The Open Arms Foundation, and various initiatives of our ESGcorporate responsibility program. Mr. Shorb has been recognized by numerous organizations for his decades of involvement and leadership, serving at various times on the boards of the National Civil Rights Museum, United Way, the Memphis Shelby Crime Commission, Tennesseans for Early Childhood Education (past Chairman), Crosstown Highschool, Rust College, The University of Memphis Foundation and the Tennessee Business Leadership Council, amongst others. - Strategic Planning and Oversight - Risk Oversight - Financial Literacy - Large Organization Leadership and Human Capital Development - Corporate Governance ADDITIONAL CONTRIBUTIONS - Business Continuity and Crisis Management - Regulatory Compliance - Essential Services Industry - Data Privacy, Cybersecurity - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight - Succession Planning   2021 PROXY STATEMENT 33   2024 PROXY STATEMENT   36 Table of Contents   DAVID P. STOCKERT, age 59 Past CEO and President, Post Properties, Inc. CURRENT MAA BOARD SERVICE CAREER STATUS Non-Management Mr. Stockert has served as one of three general partners in Sweetwater Opportunity Fund, L.P., an Atlanta-based private real estate investment fund, since 2019.   Mr. Stockert served as CEO and President of Post Properties, Inc. from 2002 until its merger with MAA in December 2016, having previously served as President and COO from 2001 until 2002.PROPOSAL 1: ELECTION OF DIRECTORS   Prior to joining Post Properties, Inc., Mr. Stockert served as EVP of Duke Realty Corporation, a public real estate company, from 1999 until 2000 and as SVP and CFO of Weeks Corporation from 1995 until it merged with Duke Realty Corporation in 1999.   From 1990 until 1995, Mr. Stockert was an investment banker in the Real Estate group at Dean Witter Reynolds Inc. (now Morgan Stanley) and a Certified Public Accountant. TENURE Director since December 2016 ROLE - Real Estate Investment Committee OTHER CURRENT PUBLIC DIRECTORSHIPS Duke Realty Corporation FORMER PUBLIC DIRECTORSHIPS (within past 5 years) Post Properties, Inc. (2002-2016) NOMINEE QUALIFICATION CONSIDERATIONS KEY KNOWLEDGE AND EXPERIENCE As a result of his leadership of Post Properties, Inc. along with, his prior service on the Boardboard of Directorsdirectors of the National Multi-Housing Council and other industry associations as well as his prior experience as a lead independent director of another public REIT, Mr. Stockert provides a keen insight and understanding of our organization and industry including our structure, the regulatory environment of our industry, management of geographically-dispersed human capital, the demographics and expectations of our customer base, multifamily property operations, capital markets and investor relations. The overlap of the markets of the prior Post Properties, Inc. and MAA add to Mr. Stockert’s real estate investment and development expertise, making him a valuable member of the Real Estate Investment Committee. Mr. Stockert’s prior experience with strategic CEO succession planning for a public, multifamily REIT, brings keen insight and execution experience to our Nominating and Corporate Governance Committee. Mr. Stockert has, at times, served on the Boardboards of Directorsdirectors of numerous civic and charitable organizations including Grady Health System, the Robert W. Woodruff Foundation, the YMCA of Metro Atlanta, the Community Foundation for Greater Atlanta, Westside Future Fund and Horizons Atlanta, amongst others. His leadership of the Post HOPE Foundation, the former corporate charity of Post Properties, Inc. dedicated to helping those in need, makes him uniquely qualified to assist the Board with the oversight of MAA’s corporate charity, The Open Arms Foundation, and guiding community involvement discussions related to our ESGcorporate responsibility initiatives. - Real Estate Industry – Investment - Real Estate Industry – Construction/Development - Strategic Planning and Oversight - Risk Oversight - Public Company Platform - Capital Markets - Financial Literacy - Large Organization Leadership and Human Capital Development - Corporate Governance ADDITIONAL CONTRIBUTIONS - Other Real Estate Industry – Multifamily Sector, Industry Association Service, Multifamily Operations and MAA Market Expertise - Public Board Lead Director Service and Governance Committee Service - REIT Structure - Business Continuity and Crisis Management - Public Company Mergers and Acquisitions - Regulatory Compliance - Essential Services Industry - Data Privacy, Cybersecurity - Digital Marketing - Change and Growth Management - Civic Development, Community Service, Non-Profit Leadership and Oversight   2021 PROXY STATEMENT 34   NON-MANAGEMENT DIRECTOR COMPENSATION Table of Contents DIRECTOR COMPENSATION COMPENSATION PHILOSOPHY Upon recommendations from the Compensation Committee, the Board sets compensation for our non-employee Directors. Directors who are employees of MAA are not compensated for serving on the Board. In considering their recommendation to the Board on non-employee Director compensation, the Compensation Committee endeavors to establish a compensation program that will facilitate the attraction and retention of highly qualified Directors and adequately recognize the efforts and contributions of those Directors. In doing so, the committee considers many factors including the level of responsibility and liability assumed by Directors, the time commitment involved, the level of expertise and skill the Board wishes to attract and retain and the additional responsibilities associated with serving on committees, as a chairman of a committee or as the Lead Independent Director. The Board believes that the approach towards non-employee Director compensation should reflect the values used in setting NEO compensation in that it should be generally in line with the median compensation offered at comparable peer companies, reflect a mix of both cash and equity compensation to ensure alignment with our shareholders and be sustainable over the long-term. The consultant hired by the Compensation Committee to assist with setting executive compensation is periodically engaged to benchmark and recommend appropriate compensation for our non-employee Directors. 2020 COMPENSATION PROGRAM In 2018, the Compensation Committee retained an external compensation consultant from Pearl Meyer to assist with setting the compensation for non-employee Directors for 2019. Pearl Meyer’s work included benchmarking the 2018 compensation package against the same peer group established to evaluate NEO compensation and providing insight into then-current trends and compensation structures with the goal of setting total compensation near the median level of MAA’s comparative peer group for compensation. The 2018 review found that while the compensation program design was in line with industry peers and the broader market in terms of structure, the average non-employee Director pay was below the peer group 50th percentile. Primarily based on the compensation consultant’s analysis and recommendations, the Board increased the average non-employee Director total compensation for 2019 to just under the 50th percentile benchmark level from the 2018 study. The Compensation Committee did not engage an external consultant in 2019 and no changes were made to the compensation package set for non-employee Directors in 2020 from those in place for 2019. ANNUAL CASH FEES GRANTS OF SHARES OF RESTRICTED STOCK The below 2020 annual cash fees were awarded to non-employee Directors in quarterly installments following our routine quarterly Board meetings. Committee chairmen do not receive their respective committee’s service fee in addition to their chairman fee.   Shares of restricted stock are granted to non-employee Directors following election to the Board. These shares of restricted stock vest at the end of the Director’s annual term. Dividends equivalent to the dividends paid on shares of common stock are paid on these shares of restricted stock prior to vesting. Directors who choose to leave the Board before their term is completed for reasons other than retirement, disability or death, forfeit their granted shares of restricted stock. $ $ 75,000 20,000 Board service Audit Committee Chairman $ 10,000 Audit Committee service $ $ 17,500 8,750 Compensation Committee Chairman Compensation Committee service $ 12,500 Nominating and Corporate Governance Chairman $ 130,000 Value of annual grant $ 6,250 Nominating and Corporate Governance service       $ $ 7,500 25,000 Real Estate Investment service Lead Independent Director The non-employee Directors elected at the 2020 Annual Meeting of Shareholders were each issued 1,169 shares of restricted stock based on the closing stock price of $111.12 on May 19, 2020, the day of the meeting. Ms. Edith Kelly-Green received a pro-rata grant of 867 shares of restricted stock based on the closing stock price of $112.39 on September 24, 2020, the day she was appointed to the Board.         DEFERRED COMPENSATION In accordance with our Director Deferred Compensation Plan, Directors have the option of having the comparable value of phantom stock issued into a deferred compensation account in lieu of receiving their annual cash fees and/or their grant of shares of restricted stock. If Directors choose to defer their compensation in this manner, the compensation is paid out in two annual installments either in shares   2021 PROXY STATEMENT 35   Table of Contents of our common stock or in the cash equivalent, (at the Director’s election), beginning in the year following the year in which the Director retires from the Board. Dividends equivalent to the dividends paid on shares of common stock are paid on these shares of phantom stock prior to payout of the shares. All dividends paid on shares of phantom stock prior to payout are dividend reinvested into additional shares of phantom stock which are also deferred under the plan. MIX OF COMPENSATION ELEMENTS The below represents the average mix of compensation elements available to non-employee Directors and as actually awarded in 2020 based on the respective role(s) each non-employee Director held during 2020, and the payout elections each Director made. AVERAGE MIX OF 2020 COMPENSATION ELEMENTS COMPENSATION PHILOSOPHY  As OfferedUpon recommendations from the Compensation Committee, the Board sets compensation for our non-management directors. Directors who are associates of MAA are not compensated for serving on the Board. In considering their recommendation to Non-Employeethe Board on non-management Director compensation, the Compensation Committee endeavors to establish a compensation program that will facilitate the attraction and retention of highly qualified Directors As Elected By and Paid To Non-Employeeadequately recognize the efforts and contributions of those Directors. In doing so, the committee considers many factors including the level of responsibility and liability assumed by Directors, the time commitment involved, the level of expertise and skill the Board wishes to attract and retain and the additional responsibilities associated with serving on committees, as a chairman of a committee or as the Lead Independent Director. DIRECTOR COMPENSATION TABLE The below table represents the compensation earned by each non-employee Director during 2020.     Fees Earned   Stock   All Other         or Paid in Cash   Awards   Compensation   Total Name   ($)(1)   ($)(2)   ($)(3)   ($) Russell R. French (4)   $ 85,000     $ 129,899     $ 4,618     $ 219,517   Alan B. Graf, Jr.   $ 120,000     $ 129,899     $ 4,618     $ 254,517   Toni Jennings   $ 90,000     $ 129,899     $ 4,618     $ 224,517   Edith Kelly-Green   $ 42,500     $ 97,442     $ 867     $ 140,809   James K. Lowder   $ 88,750     $ 129,899     $ 4,618     $ 223,267   Thomas H. Lowder (4)   $ 91,250     $ 129,899     $ 4,618     $ 225,767   Monica McGurk (4)   $ 90,000     $ 129,899     $ 4,618     $ 224,517   Claude B. Nielsen   $ 96,250     $ 129,899     $ 4,618     $ 230,767   Philip W. Norwood (4)   $ 100,000     $ 129,899     $ 4,618     $ 234,517   W. Reid Sanders (4)   $ 85,000     $ 129,899     $ 4,618     $ 219,517   Gary Shorb (4)   $ 91,250     $ 129,899     $ 4,618     $ 225,767   David P. Stockert (4)   $ 82,500     $ 129,899     $ 4,618     $ 217,017     (1) Represents 2024 PROXY STATEMENT   37 PROPOSAL 1: ELECTION OF DIRECTORS The Board believes that the approach towards non-management Director compensation should reflect the values used in setting NEO compensation in that it should be generally in line with the median compensation offered at comparable peer companies, reflect a mix of both cash and equity compensation to ensure alignment with our shareholders and be sustainable over the long-term. The independent consultant hired by the Compensation Committee to assist with setting executive compensation is periodically engaged to benchmark and recommend appropriate compensation for our non-management Directors. 2023 COMPENSATION PROGRAM In 2022, the Compensation Committee retained an external compensation consultant from Pearl Meyer to assist with setting the compensation for non-management Directors for 2023. Pearl Meyer’s work included benchmarking the 2022 compensation package against the same peer group established to evaluate NEO compensation and providing insight into then-current trends and compensation structures with the goal of setting total compensation near the median level of MAA’s comparative peer group for compensation. The 2022 review found that MAA’s compensation program design was aligned with the peer group, but average total compensation per non-management director was below the peer group 50th percentile, primarily as a result of a lower annual equity grant value. The Compensation Committee discussed the compensation consultant’s analysis and directional recommendations, reviewed the responsibilities of the Board and its committees, MAA’s performance results, and the need to attract new directors under the Board’s long-term succession plans, among other items, and recommended the Board approve the below compensation structure for 2023, which would better align average total compensation for 2023 to the 50th percentile benchmark level from the 2022 study. ANNUAL CASH FEES The below 2023 annual cash fees regardless(unchanged from 2022) were awarded to non-management directors in quarterly installments following our routine quarterly Board meetings. Committee chairmen do not receive their respective committee’s service fee in addition to their chairman fee. $ 80,000 Board service $ 25,000 Audit Committee Chairman $ 10,000 Audit Committee service (other than Chairman) $ 20,000 Compensation Committee Chairman $ 8,750 Compensation Committee service (other than Chairman) $ 15,000 Nominating and Corporate Governance Committee Chairman $ 7,250 Nominating and Corporate Governance Committee service (other than Chairman) $ 7,500 Real Estate Investment Committee service $ 27,500 Lead Independent Director ANNUAL DIRECTOR EQUITY GRANTS Shares of whether paid as cash or deferred byrestricted stock are granted to non-employee Directors following election to the Director and issued as phantom stock in the Director Deferred Compensation plan. (2) Represents the grant of 1,169Board. These shares of restricted stock vest at the end of the Director’s annual term. Dividends equivalent to eachthe dividends paid on shares of common stock are paid on these shares of restricted stock prior to vesting. Directors who choose to leave the Board before their term is completed for reasons other than retirement, disability or death, forfeit their granted shares of restricted stock for the service year in which they leave the Board. $ 162,500 Approximate value of the 2023 Annual Director Grant The non-employee DirectorDirectors elected at the 20202023 Annual Meeting of Shareholders on May 19, 2020 at the closing stock price of $111.12 on the day of the meeting. For Ms. Kelly-Green, represents a pro-rata grant of 867were each issued 1,094 shares of restricted stock based on the closing stock price of $112.39$148.51 on September 24, 2020,May 16, 2023, the day she was appointedof the 2023 annual meeting of shareholders. DEFERRED COMPENSATION In accordance with our Director Deferred Compensation Plan, Directors may have a comparable value of restricted stock units issued into a deferred compensation account in lieu of receiving their annual cash fees and/or their annual director equity grant. If Directors choose to defer their compensation in this manner, the compensation is paid out in two annual installments either in shares of our common stock or in the cash equivalent (at the Director’s election), beginning in the year following the year in which the Director retires from the Board. Dividends equivalent to the Board. Thedividends paid on shares of common stock are credited as restricted stock units prior to payout of the shares. All dividend equivalents credited as restricted stock units prior to payout are reinvested into additional shares of restricted stock will vest on May 19, 2021, dependent upon continued service onunits which are also deferred under the Board through the end of the Director’s term. Each non-employee Director elected at the 2020 Annual Meeting of Shareholders had aggregate restricted stock awards of 1,169 shares outstanding at December 31, 2020. Ms. Kelly-Green had aggregate restricted stock awards of 867 shares outstanding at December 31, 2020. plan. (3) Represents the dividends paid during 2020 on outstanding shares of restricted stock regardless of whether an 83(b) election was made or if the Director elected to have the underlying shares issued as phantom stock in the Director Deferred Compensation Plan. 2024 PROXY STATEMENT   38 (4) These Directors elected to have all or a portion of their annual cash fees issued as shares of phantom stock in the Director Deferred Compensation Plan. PROPOSAL 1: ELECTION OF DIRECTORS MIX OF COMPENSATION ELEMENTS The table below represents the foregone cashaverage mix of compensation elements available to non-management Directors and aggregate number of shares of phantom stock issued.     Foregone   Phantom Name   Cash   Stock Issued Russell R. French    $ 21,250    189 Thomas H. Lowder    $ 91,250    821 Monica McGurk    $ 90,000    810 Philip W. Norwood    $ 100,000    901 W. Reid Sanders    $ 85,000    766 Gary Shorb    $ 91,250    821 David P. Stockert    $ 82,500    742 as actually awarded in 2023 based on the respective role(s) each non-management Director held during 2023, and the payout elections each Director made. DIRECTOR COMPENSATION TABLE The below table represents the compensation earned by each non-management Director during 2023.   2021 PROXY STATEMENT 36   Name   Fees Earned Or Paid in Cash ($) (1)   Stock  Awards ($) (2)   All Other Compensation ($) (3)   Total ($)  Deborah H. Caplan (4)   $ 101,625     $ 236,219     $ 3,776     $ 341,620   John P. Case (4)   $ 72,188     $ 162,470     $ 5,401     $ 240,059   Tamara Fischer   $ 73,125     $ 162,470     $ 5,401     $ 240,996   Alan B. Graf, Jr.   $ 132,500     $ 162,470     $ 5,401     $ 300,371   Toni Jennings   $ 96,000     $ 162,470     $ 5,401     $ 263,871   Edith Kelly-Green   $ 97,250     $ 162,470     $ 5,401     $ 265,121   James K. Lowder   $ 94,750     $ 162,470     $ 5,401     $ 262,621   Thomas H. Lowder (4)   $ 96,250     $ 162,470     $ 5,401     $ 264,121   Claude B. Nielsen   $ 103,750     $ 162,470     $ 5,401     $ 271,621   Philip W. Norwood (4)   $ 53,750     $ -     $ 2,338     $ 56,088   W. Reid Sanders (4)   $ 90,000     $ 162,470     $ 5,401     $ 257,871   Gary S. Shorb (4)   $ 97,250     $ 162,470     $ 5,401     $ 265,121   David P. Stockert   $ 94,820     $ 162,470     $ 5,401     $ 262,691   (1) Represents annual cash fees regardless of whether paid as cash or deferred by the Director and issued as restricted stock units in the Director Deferred Compensation Plan. Table of Contents EXECUTIVE COMPENSATION (2) Represents the grant of 1,094 shares of restricted stock to each non-employee Director elected at the 2023 Annual Meeting of Shareholders on May 16, 2023, at the closing stock price of $148.51 on the day of the meeting, regardless of whether the Director elected to have the grant issued as restricted stock units in the Director Deferred Compensation Plan. The grants will vest on May 16, 2024, dependent upon continued service on the Board through the end of the Director’s term. Each non-management Director elected at the 2023 Annual Meeting of Shareholders had aggregate restricted stock awards of 1,094 shares outstanding on December 31, 2023.   Ms. Caplan’s value also includes 509 shares of restricted stock granted on March 21, 2023 at the closing stock price that day of $144.89, representing partial 2022-2023 Board service based on her appointment to the Board on March 21, 2023. The grant vested on May 18, 2023.   PROPOSAL 2:ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (3) Represents the dividends paid during 2023 on unvested shares of restricted stock and restricted stock units regardless of whether an 83(b) election was made.   (4) These Directors elected to have all or a portion of their annual cash fees issued as shares of restricted stock units in the Director Deferred Compensation Plan. The table represents the foregone cash and aggregate number of restricted stock units issued. MATTER TO BE VOTED Name   Foregone Cash    Restricted Stock Units Deborah Caplan   $ 50,450       363   John P. Case   $ 17,891       130   Thomas H. Lowder   $ 96,250       691   Philip W. Norwood   $ 53,750       367   W. Reid Sanders   $ 90,000       646   Gary S. Shorb   $ 97,250       698                     2024 PROXY STATEMENT   39 Advisory (non-binding) vote to approve NEO compensation as disclosed in this Proxy Statement. PROPOSAL 2: EXECUTIVE COMPENSATION   PROPOSAL 2: EXECUTIVE COMPENSATION FOR MATTER TO BE VOTED  An advisory (non-binding) vote to approve NEO compensation as disclosed in this Proxy Statement. Section 14A of the Exchange Act requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs. As such, shareholders are asked to approve the compensation paid to our NEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the disclosures in theCompensation Discussion and Analysis and Executive Compensation Tables sections of this Proxy Statement. VOTE REQUIRED This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. The vote under this proposal is advisory, and therefore, not binding on us, our Board or the Compensation Committee. However, our Board, including the Compensation Committee, values the opinions of our shareholders and, to the extent there is a significant vote against the NEO compensation as disclosed in this Proxy Statement, the Board will consider what actions may be appropriate. IMPACT OF ABSTENTIONS: Abstentions will have no legal effect on whether this proposal is approved. IMPACT OF BROKER NON-VOTES: Broker non-votes will have no legal effect on whether this proposal is approved. BOARD RECOMMENDATION The Board recommends you vote “FOR” the compensation of our NEOs as disclosed in this Proxy Statement The vote on this proposal is not a vote on our general compensation policies, non-management Director compensation, or our compensation policies as they relate to risk management. It is also not a vote intended to address any individual element of compensation. The vote specifically relates to the compensation of our NEOs as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. The vote is an advisory, non-binding vote, but our Board values shareholder input on NEO compensation and the Compensation Committee will consider the results of this vote in determining future compensation packages. Furthermore, while the vote specifically applies only to the NEOs listed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC, the Compensation Committee also will apply shareholder feedback on the compensation packages offered to the other members of our executive leadership team as well. While the total level of opportunity may vary amongst executive officers and/or other members of the executive leadership team, the Compensation Committee feels it is important to provide a consistent compensation structure across these associates in order to encourage enterprise-wide teamwork, collaboration and focus on our strategy. We believe it is important to receive frequent feedback from shareholders on executive compensation and are pleased that shareholders have voted in the past to support an annual vote on executive compensation. In the following pages, we have provided detailed information on the philosophy and objectives of the Compensation Committee in determining NEO compensation, the committee’s decision-making process and the factors they consider, the compensation structures in place during 2023 and the resultant compensation earned by NEOs. We believe the compensation programs developed by the Compensation Committee for our NEOs in 2023 were effective in supporting sustainable long-term value creation for our shareholders and appropriately balanced the needs to attract, retain and reward executive officers, drive execution of company performance and strategic initiatives, discourage excessive risk-taking and align executive interests with those of our shareholders. 2024 PROXY STATEMENT   40 PROPOSAL 2: EXECUTIVE COMPENSATION NEOs OF THE REGISTRANT The Compensation Discussion and Analysis and Executive Compensation Tables sectionssection of this Proxy Statement.Statement focuses on the compensation for our CEO, CFO and the next three most highly compensated executive officers who were serving at the end of 2023, our NEOs, as outlined below. Ages are as of May 21, 2024, the date of the Annual Meeting. H. ERIC BOLTON, JR. Chief Executive Officer  Age 67  Mr. Bolton joined us in 1994, initially serving as Vice President of Development before being promoted to COO in February 1996 and subsequently appointed as President in December 1996. Mr. Bolton was named CEO in October 2001 and became Chairman of the Board in September 2002. Prior to joining us, Mr. Bolton was with Trammell Crow Company for more than five years and was EVP and CFO of Trammell Crow Realty Advisors. Prior to that, Mr. Bolton worked in the commercial banking industry for seven years. ALBERT M. CAMPBELL, III EVP, Chief Financial Officer  Age 57  Mr. Campbell joined us in 1998, initially responsible for our external reporting and forecasting efforts. Mr. Campbell held various financial leadership positions, including Treasurer and Director of Financial Planning where he was responsible for managing the funding requirements of the business to support corporate strategy, before being promoted to CFO in January 2010. Prior to joining us, Mr. Campbell worked as a Certified Public Accountant with Arthur Andersen and served in various finance and accounting roles with Thomas & Betts Corporation. Effective March 31, 2024, Mr. Campbell relinquished his position as our EVP and CFO as part of his planned retirement. Mr. Campbell will remain employed with us as a Senior Advisor to the CEO through December 31, 2024, to facilitate an orderly transition. ROBERT J. DELPRIORE EVP, Chief Administrative Officer and General Counsel  Age 56 Mr. DelPriore joined us in August 2013 as our EVP and GC, initially responsible for the development of our internal Legal Department before adding responsibility for our Commercial Division and Enterprise Risk Management, subsequently being promoted to EVP and CAO in early 2022. Prior to joining us, Mr. DelPriore was engaged in the private practice of law and served as counsel to MAA. A. BRADLEY HILL EVP, Chief Investment Officer Age 48 Mr. Hill joined us in 2010 as VP and Director of New Development and assumed increasing levels of responsibility surrounding our multifamily transactions and capital recycling activities before being promoted to SVP and Director of Multifamily Investing in 2014, and further promoted to EVP and Director of Multifamily Investing in 2016. In 2021, Mr. Hill assumed responsibility for our lease-up operations as well as our development pipeline and was promoted to EVP and CIO in late 2021. On January 1, 2024, Mr. Hill was appointed as President and CIO. Prior to joining us, Mr. Hill held senior positions with two real estate development companies. TIMOTHY P. ARGO EVP, Chief Strategy & Analysis Officer  Age 47 Mr. Argo joined us in June 2002, initially responsible for underwriting acquisition opportunities. Mr. Argo was promoted several times reflecting expanding levels of responsibility including budgets and forecasting, financial planning, investor relations, and portfolio management, until being named SVP, Chief Financial Planning Officer in 2017. In 2022, Mr. Argo was promoted to EVP, Chief Strategy & Analysis Officer, assuming responsibility for asset management, strategy development and execution, and value creation. 2024 PROXY STATEMENT   41 VOTE REQUIRED PROPOSAL 2: EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS This proposal will be approved ifCompensation Discussion and Analysis section provides a detailed discussion of the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. The vote under this proposal is advisory, and therefore, not binding on us,compensation opportunities provided to our Board orNEOs. It begins with the Compensation Committee. However,Committee’s approach to setting compensation packages, including their philosophy and objectives, risks associated with compensation plans, compensation governance considerations and other risk mitigating factors, and benchmarking data and directional considerations provided by the external compensation consultant, among other matters. Next you will find detailed information on the 2023 compensation packages put into place for our Board,NEOs, including the structure of the overall package, opportunities available under each element of compensation, and the overall mix of fixed income and performance based incentives based on various market and financial metrics. Finally, you will find information on MAA’s actual performance during 2023, the resultant awards earned by our NEOs under the 2023 compensation packages as well as information on other benefits available to our NEOs. The below Table of Contents is provided to help you navigate the topics covered in this section. COMPENSATION APPROACH AND GOVERNANCE Pages 43-47 43 Philosophy and Objectives 44 Decision Making Process 2023 PROGRAM STRUCTURE Pages 48-51 48 2023 NEO Direct Compensation Structure and Opportunities 50 2023 Target Compensation 51 2023 Compensation Caps 2023 NEO COMPENSATION REALIZED Pages 52-56 52 2023 MAA Performance 53 2023 Direct NEO Compensation Realized 55 Other Compensation Elements TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION Page 56 CONCLUSION Page 57 2024 PROXY STATEMENT   42 PROPOSAL 2: EXECUTIVE COMPENSATION COMPENSATION APPROACH AND ANALYSIS PHILOSOPHY AND OBJECTIVES The primary objective of our executive compensation program is to drive key business and strategic goals over various time frames in support of long-term shareholder value creation. We also seek to provide fair and competitive pay opportunities that align with both overall MAA and individual performance, shareholder interests and sound corporate governance practices. The Compensation Committee, valuesand the opinionsBoard in regards to the CEO, believes that to implement this philosophy and create a balanced and reasonable compensation package in the best long-term interests of our shareholders, the below objectives must be incorporated in the program. The Compensation Committee does not apply a specific weight or otherwise necessarily value one individual concept over another as the concepts deemed to be of most relevance may change over time reflecting changing compensation environments and market conditions, MAA’s evolving strategic initiatives, succession planning efforts or other factors. The corresponding philosophy numbers have been provided to assist in understanding how these concepts are reflected in the extent there is a significant vote against the NEO compensation as disclosedstructure and governance practices discussed later in this Proxy Statement,section and do not represent a ranking by the Board will consider what actions may be appropriate. IMPACT OF ABSTENTIONS Abstentions will have no legal effect on whether this proposal is approved. IMPACT OF BROKER NON-VOTES Broker non-votes will have no legal effect on whether this proposal is approved. BOARD RECOMMENDATION OUR BOARD RECOMMENDS A VOTE FORTHE COMPENSATION OF OUR NEOS AS DISCLOSED IN THIS PROXY STATEMENT. The vote on this proposal is not a vote on our general compensation policies, compensation of the Board, or our compensation policies as they relate to risk management. It is also not a vote intended to address any specific element of compensation. The vote specifically relates to the compensation of our NEOs as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. While the vote is an advisory, non-binding vote, our Board values shareholder input on executive compensation and the Compensation Committee will consider the results of this vote in determining future compensation packages. We conduct this vote on an annual basis and the next such vote will take place with our 2022 Annual Meeting of Shareholders. We believe the compensation programs developed by the Compensation Committee for our NEOs in 2020 were effective in supporting sustainable long-term value creation for our shareholders and appropriately balanced the needs to attract, retain and reward executive officers, drive execution of company performance and strategic initiatives, discourage excessive risk-taking and align executive interests with those of our shareholders. In the following pages we have provided detailed information on the philosophy and objectives of the Compensation Committee in determining NEO compensation, the committee’s decision-making process and the factors they consider, the compensation structures in place during 2020 and the resultant compensation earned by NEOs.   2021 PROXY STATEMENT 37 Compensation Committee. Table of Contents NEOs OF THE REGISTRANT The Compensation Discussion and Analysis section of this Proxy Statement focuses on the compensation for our CEO, CFO and the next three highly compensated executive officers with company-wide policy-making authority who were serving at the end of 2020, our NEOs, as outlined below. Ages are as of May 18, 2021, the date of the Annual Meeting. H. ERIC BOLTON, JR. CEO AGE 64 Mr. Bolton joined us in 1994, initially serving as Vice President of Development before being promoted to COO in February 1996 and subsequently appointed as President in December 1996. Mr. Bolton was named CEO in October 2001 and became Chairman of the Board in September 2002. Prior to joining us, Mr. Bolton was with Trammell Crow Company for more than five years, and was EVP and CFO of Trammell Crow Realty Advisors. Prior to that, Mr. Bolton worked in the commercial banking industry for seven years. ALBERT M. CAMPBELL, III EVP, CFO AGE 54 Mr. Campbell joined us in 1998, initially responsible for our external reporting and forecasting efforts. Mr. Campbell held various financial positions, including Treasurer and Director of Financial Planning where he was responsible for managing the funding requirements of the business to support corporate strategy, before being promoted to CFO in January 2010. Prior to joining us, Mr. Campbell worked as a Certified Public Accountant with Arthur Andersen and served in various finance and accounting roles with Thomas & Betts Corporation. THOMAS L. GRIMES, JR. EVP, COO AGE 52 Mr. Grimes joined us in 1994, initially working on site at one of our multifamily properties. Mr. Grimes held various operational positions, including Director of Property Management and Director of Business Development where he worked with our joint venture partners, managed our new development efforts and directed our ancillary income business, before being promoted to COO in December of 2011. ROBERT J. DELPRIORE EVP, GC AGE 53 Mr. DelPriore joined us in August 2013 as our EVP and GC, initially responsible for the development of our internal Legal Department before adding responsibility for Enterprise Risk Management and our Commercial Division. Prior to joining us, Mr. DelPriore was a partner in the securities department of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC and in the corporate securities group of Bass, Berry & Sims PLC; during both of which he served as counsel to MAA. MELANIE CARPENTER EVP, CHRO AGE 44 Ms. Carpenter joined us in March 2000 as a Human Resources Assistant and held positions in various specialties within Human Resources, including organizational development and employee relations and recruitment, until being appointed as Director of Human Resources in 2011, taking on additional responsibility for training and communications, before being promoted to CHRO at the end of 2016. Prior to joining us, Ms. Carpenter worked in the human resources field for Cooperative Marketing Concepts.   2021 PROXY STATEMENT 38 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis section provides a detailed discussion of the compensation opportunities provided to our NEOs. It begins with our compensation philosophy and objectives, then describes the process we undertake to set NEO compensation, including the factors we consider when making compensation decisions. We then discuss the structure and individual elements of our NEO compensation program and review the compensation awarded to our NEOs for 2020. Throughout this Compensation Discussion and Analysis section, we have included our rationale for our NEO compensation decisions and how we believe the compensation set for our NEOs helps MAA achieve the strategic vision of the Board and supports the long-term best interests of our shareholders. To help you navigate the discussion, the following is a detailed outline of the topics covered in this Compensation Discussion and Analysis section. TABLE OF CONTENTS COMPENSATION APPROACH AND GOVERNANCE 40 PHILOSOPHY AND OBJECTIVES 40 DECISION MAKING PROCESS 41 SAY ON PAY 41 ROLE OF COMPENSATION CONSULTANT 41 Compensation Consultant Independence 42 MARKET BENCHMARKING CONSIDERATIONS 42 Compensation Comparator Group 43 Findings of Compensation Consultant 43 ROLE OF EXECUTIVE MANAGEMENT 43 RISK CONSIDERATIONS 45 COMPENSATION GOVERNANCE CONSIDERATIONS 45 Share Ownership Guidelines 45 Clawback Policy 45 Holding Period Requirement 45 Prohibition on Hedging and Pledging of Shares 45 OTHER CONSIDERATIONS 2020 PROGRAM STRUCTURE 46 2020 DIRECT NEO COMPENSATION STRUCTURE 48 2020 TARGET COMPENSATION 48 2020 COMPENSATION CAPS 2020 NEO COMPENSATION 49 2020 MAA PERFORMANCE 49 OVERALL MAA FINANCIAL PERFORMANCE 49 Net Income and Core FFO 49 OTHER HIGHLIGHTS 50 RETURNS TO SHAREHOLDERS 50 Dividends 50 TSR 50 COMPENSATION INCENTIVE PLAN PERFORMANCE METRIC RESULTS 50 2020 AIP and 2020 LTIP Financial Metric Performance 50 2018 LTIP Market Metric Performance 51 COVID-19 RESPONSE 51 2020 DIRECT NEO COMPENSATION REALIZED 51 COMPENSATION REALIZED UNDER 2020 PLANS 53 OTHER DIRECT COMPENSATION REALIZED IN 2020 53 2018 LTIP Three-Year TSR Metric 54 OTHER COMPENSATION ELEMENTS 54 BENFITS 54 401(K) PLAN 54 EXECUTIVE DEFERRED COMPENSATION PLAN 55 EMPLOYMENT AGREEMENTS 55 CHANGE IN CONTROL AGREEMENTS TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION 55 Tax and Accounting Implications of Compensation CONCLUSION 55 Conclusion   2021 PROXY STATEMENT 39 Table of Contents COMPENSATION APPROACH AND GOVERNANCE PHILOSOPHY AND OBJECTIVES The primary objective of our executive compensation program is to drive key business and strategic goals over various time frames in support of long-term shareholder value creation. We also seek to provide fair and competitive pay opportunities that align with both overall MAA and individual performance, shareholder interests and sound corporate governance practices. The Compensation Committee, and the Board in regards to the CEO, believes that to implement this philosophy and create a balanced and reasonable compensation package in the best long-term interests of our shareholders, the below objectives must be considered and reflected in the program. The Compensation Committee does not apply a specific weight or otherwise necessarily value one individual concept over another as the concepts deemed to be of most relevance may change over time reflecting changing compensation environments and market conditions, MAA’s evolving strategic initiatives, succession planning efforts or other factors. The corresponding numbers have been provided to assist in understanding how the structure and governance practices discussed throughout this Compensation Discussion and Analysis section support our compensation objectives. 1P1     ATTRACT AND RETAIN Total executive compensation should be sufficiently competitive against other comparable REITs and well-managed companies within the real estate industry to attract and retain highly qualified executive management with the necessary expertise and leadership abilities to execute our strategy. 2P2     DO NOT OVERPAY TotalGenerally, total target direct compensation is generally positioned at or near the 50th percentile market values for similar roles at industry peers and other comparable companies, but may vary between the 25th and 75th percentiles to reflect various factors. 3P3     AVOID UNDUE RISK Compensation elements and plans should promote actions in the best interest of the company and shareholders and not encourage excessive risk-taking to increase individual rewards. 4P4     FAIR AND EQUITABLE Total compensation opportunities, taking into account the scope of responsibilities for each role and its ability to impact overall MAA performance, should be fair and equitable amongst the executive officers and across all MAA associates. 5 P5     REFLECT MATURITY IN ROLE Total compensation opportunities should reflect the qualifications, expertise, experience and proven performancetrack record of each executive officer within his or her respective role. 6P6     QUANTIFIABLE Total compensation should be clearly defined and materially based on measurable objectives.data, while allowing for some subjective analysis, when appropriate, to reflect unusual events out of the executive management’s control, unexpected changes in strategy or material over or under performance. 7P7     ALIGN WITH MAA’SMAA’s CULTURE Total compensation opportunities should encourage ethical leadership aligned with MAA’s culture statement and Code of Conduct. 8P8     ALIGN WITH OVERALL MAA PERFORMANCE (Pay Forfor Performance) Total compensation opportunities should be materially linked to overall MAA performance to encourage teamwork across functional areas and ensure executives are dedicated to delivering on our strategy.overall strategy and market guidance. 9P9     BALANCE ANNUAL AND LONG-TERM STRATEGIC GOALS Total compensation opportunities should incentivize a balance between delivering both annual results and ensuring long-term performance.performance in line with our philosophy of delivering results for today while planning for tomorrow. 10 P10     REWARD SUPERIOR PERFORMANCE Total compensation should reward executives for achieving superior performance which exceeds targeted business goals. 11P11     ALIGN WITH SHAREHOLDERS The form of compensation should align the financial interests and goals of our executives with those of our shareholders. 12P12     REWARD FOR CREATING LONG-TERM SHAREHOLDER VALUE ExecutiveThe compensation package should allow executive management shouldto benefit from creating long-term shareholder value.value to support long-term value for our shareholders. 13P13     SUSTAINABLE Total compensation packages should be sustainable to ensure consistency in our ability to retain qualified executive management and to continue to create long-term value for our shareholders in the future.future without creating undue burden on the financials of MAA. 14P14     SUPPORTED BY SHAREHOLDERS Executive compensation packages should have the support of our shareholders. DECISION MAKING PROCESS The Compensation Committee is responsible for the compensation of executive management, both in terms of establishing the form and opportunities for each executive and in overseeing the actual awards made to each executive under our compensation plans. In regards to the CEO, the Compensation Committee makes recommendations to our Board and the non-employee directors 2024 PROXY STATEMENT   43 PROPOSAL 2: EXECUTIVE COMPENSATION DECISION MAKING PROCESS The Compensation Committee is responsible for the compensation of executive management, both in terms of establishing the form and opportunities for each executive and in overseeing the actual awards made to each executive under our compensation plans. In regards to the CEO, the Compensation Committee makes recommendations to our Board and the non-management Directors vote to approve CEO compensation. The Compensation Committee considers many factors and, from time to time, obtains input related to certain aspects of executive compensation from the other Independent Directors as well as non-Board sources, including external consultants. The Compensation Committee does not generally consider prior compensation in making compensation decisions, believing that compensation should reflect the current environment of the factors being considered. The committee does not have a pre-defined framework that determines which factors may be more or less important in any given year, and the emphasis placed on any given factor may vary both among the respective executives and over time. Ultimately, the Compensation Committee’s judgment of all factors it deems relevant in any year forms the basis for determining the executive compensation set for our CEO and other NEOs. SAY ON PAY P14 The Compensation Committee considers the results of the shareholder vote to approve CEO compensation. The Compensation Committee considers many factors and, from time-to-time, obtains input related to certain aspects of executive compensation from the non-employee Directors as well as non-Board sources, including   2021 PROXY STATEMENT 40 Table of Contents external consultants. The Compensation Committee does not generally consider prior compensation in making compensation decisions, believing that compensation should reflect the current environment of the factors being considered. The committee does not have a pre-defined framework that determines which factors may be more or less important in any given year, and the emphasis placed on any given factor may vary both among the respective executives and over time. Ultimately, the Compensation Committee’s judgment of all factors it deems relevant in any year forms the basis for determining the executive compensation set for our CEO and other NEOs. SAY ON PAY 14 The Compensation Committee carefully considers the results of the vote by shareholders to approve executive compensation. Due to the long-term nature of some compensation elements, the committee also feels it is important to obtain shareholder feedback on a routine, frequent basis. As such, the Board, on behalf of the Compensation Committee, has always recommended that the frequency of the vote to approve executive compensation be done on an annual basis. The Compensation Committee considers the results of the shareholder vote on executive compensation from prior annual meetings when establishing executive compensation packages and believes the historical Say on Pay vote outcomes are an endorsement by shareholders of their overall total compensation package and approach for our NEOs. 92% APPROVAL FOR Say on Pay In 2020vote outcomes are an endorsement by shareholders of the overall total compensation package and approach for our NEOs. The committee feels it is important to obtain this shareholder feedback on a routine, frequent basis. As such, the Board, on behalf of the Compensation Committee, has always recommended that the frequency of the vote to approve executive compensation be done on an annual basis. Executive Compensation APPROVED EVERY YEAR By Shareholders 90% APPROVAL FOR Say on Pay In 2023 Executive Compensation APPROVED BY SHAREHOLDERS EVERY YEAR Since Introduced in 2011 94% AVERAGE APPROVAL RATE Since 2011 ROLE OF COMPENSATION CONSULTANT  The Compensation Committee has the power and authority to hire outside advisors or consultants to assist the committee in 2011fulfilling its responsibilities, at MAA’s expense and upon terms established by the Compensation Committee. The Compensation Committee routinely hires an external consultant to assist in reviewing our executive compensation program, establishing an appropriate benchmark comparator group, benchmarking plan design, mix of compensation elements and levels of compensation opportunities, and evaluating risks associated with our executive compensation program. AVERAGE APPROVAL RATE Since 2011The Compensation Committee engaged Pearl Meyer in 2022 to assist with the review and development of the executive and non-management Director compensation programs for 2023. The Compensation Committee requested the consultant review the companies included in our comparator group and provide any recommended changes, benchmark both non-management Director and executive compensation packages against the finalized comparator group, considering the form, mix and levels of compensation opportunities, and make any recommendations the consultant felt were appropriate. 96% ROLE OF COMPENSATION CONSULTANT The Compensation Committee has the power and authority to hire outside advisors or consultants to assist the committee in fulfilling its responsibilities, at MAA’s expense and upon terms established by the Compensation Committee. The Compensation Committee routinely hires external consultants to assist in reviewing our executive compensation program, establishing an appropriate benchmark comparator group, benchmarking plan design, mix of compensation elements and level of compensation opportunities, and evaluating risks associated with our executive compensation program. As market compensation trends tend to evolve over time, it has not generally been the Compensation Committee’s practice to have a compensation consultant perform a full benchmarking analysis on an annual basis. The Compensation Committee hired Pearl Meyer in 2018 to assist with the review and development of the executive and non-employee director compensation program for 2019 and based decisions for the 2020 compensation program on the same analysis. Compensation Consultant Independence Prior to the retention of a compensation consultant or any other external advisor, and from time-to-time as the Compensation Committee deems appropriate, the Compensation Committee assesses the independence of such advisor from management, taking into consideration all factors relevant to such advisor’s independence, including the factors specified in NYSE listing standards. The Compensation Committee assessed the independence of Pearl Meyer in relation to the analysis performed in 2018, COMPENSATION CONSULTANT INDEPENDENCE  Prior to the retention of a compensation consultant or any other external advisor, and from time-to-time as the Compensation Committee deems appropriate, the Compensation Committee assesses the independence of such advisor from management, taking into consideration all factors relevant to such advisor’s independence, including the factors specified in NYSE listing standards. The Compensation Committee assessed the independence of Pearl Meyer in relation to the analysis performed in 2022, taking into account the factors listed below. §  The policies and procedures the consultant has in place to prevent conflicts of interest, §  Any any business or personal relationships between the consultant and the members of the Compensation Committee §  Any or Board, any ownership of MAA common stocksecurities by the individuals whom performindividual who performs consulting services for the Compensation Committee §  Any and any business or personal relationshiprelationships of the firm with any of our executive officersNEOs. Pearl Meyer provided the Compensation Committee with appropriate assurances and confirmation of its independent status pursuant to the factors indicated above. The Compensation Committee believes that Pearl Meyer remained independent throughout their service to the committee and that there was no conflict of interest between the firm and the Compensation Committee. 2024 PROXY STATEMENT   44 PROPOSAL 2: EXECUTIVE COMPENSATION MARKET BENCHMARKING CONSIDERATIONS P1, P2 The Compensation Committee considers benchmark information when establishing and measuring the appropriateness and competitiveness of various aspects of our executive compensation packages, including the items listed below, amongst others. ✓ Base salary ranges ✓ Annual and long-term incentive award ranges ✓ Mix of variable versus fixed compensation ✓ Mix of cash versus equity award opportunities ✓ Target and maximum performance award opportunities ✓ Total direct compensation (sum of base salary plus short-term and long-term incentives) ✓ Validity of package design and performance measures ✓ Compensation levels in relation to overall company performance ✓ Company performance in relation to peer performance While the Compensation Committee believes that the type and levels of compensation opportunities provided should be competitively reasonable and appropriate for our business needs and circumstances, the committee’s approach is to consider competitive compensation practices amongst other relevant factors rather than solely establishing compensation at specific benchmark percentiles. This enables us to respond to changes in the labor market and provides us with flexibility in maintaining and enhancing the engagement, focus and motivation of our executives. Broadly, however, unless otherwise warranted by performance or other factors, the Compensation Committee believes it is generally appropriate to be relatively in line with 50th percentile target pay levels for comparable organizations against which MAA competes for business and executive talent and does not believe it is reasonable or appropriate for target executive compensation to be materially outside of comparative benchmark ranges (either above the 75th percentile or below the 25th percentile) whether in terms of individual elements of the compensation program or overall total target executive compensation. COMPENSATION COMPARATOR GROUP The Compensation Committee believes it is critical to select the appropriate comparator group for benchmarking purposes. In conjunction with consulting with our Compensation Committee to set 2023 executive compensation, Pearl Meyer reviewed our then current peer group considering various factors including each organization’s business focus, number of employees, enterprise size and value, TSR performance, credit ratings and geographical markets of operations, among other items. Pearl Meyer also reviewed REITs utilized by our multifamily peers for their peer groups as well as other comparably-sized REITs across various sectors in the industry. Pearl Meyer and the Compensation Committee also consider whether a company is in extreme financial distress or has poor executive pay governance perceptions and eliminates such companies from the peer benchmarking group. After considering Pearl Meyer’s analysis, that noted MAA’s relative size positioning versus peers was near the 50th percentile for revenues and between the firm and the Compensation Committee.   2021 PROXY STATEMENT 41 Table of Contents MARKET BENCHMARKING CONSIDERATIONS 1, 2 The Compensation Committee considers benchmark information when establishing and measuring the competitiveness of various aspects of our executive compensation packages, including the items listed below, amongst others. §  Base salary ranges §  Annual and long-term incentive award ranges §  Mix of cash and equity award opportunities §  Target and maximum performance opportunities §  Total direct compensation §  Validity of package design and performance measures While we believe that the type and levels of compensation opportunities we provide should be competitively reasonable and appropriate for our business needs and circumstances, the Compensation Committee’s approach is to consider competitive compensation practices amongst other relevant factors rather than solely establishing compensation at specific benchmark percentiles. This enables us to respond to changes in the labor market and provides us with flexibility in maintaining and enhancing the engagement, focus and motivation of our executives. Broadly, however, unless otherwise warranted by performance, the Compensation Committee believes it is generally appropriate to be relatively in line with 50th percentile target pay levels for comparable organizations against which MAA competes for business and executive talent and does not believe it is reasonable or appropriate for target executive compensation to be materially outside of comparative benchmark ranges (either above the 75th percentile or below the 25th percentile) whether in terms of individual elements of the compensation program or overall total target executive compensation. Compensation Comparator Group The Compensation Committee believes it is critical to select the appropriate comparator group for benchmarking purposes. In conjunction with consulting with our Compensation Committee to set 2019 executive compensation, Pearl Meyer reviewed our then current peer group considering various factors representing enterprise size and value, governance rankings, TSR performance, credit ratings, business models, markets and financial statistics, among other items. Pearl Meyer also reviewed REITs utilized by our multifamily peers for their peer groups as well as other comparably-sized REITs across various sectors in the industry. Any companies in extreme financial distress or which had poor executive pay governance perceptions were eliminated from consideration. The Compensation Committee considered the analysis provided by Pearl Meyer and determined to adjust the then peer group for determining 2019 compensation by adding two companies and removing three companies which had become incomparable to MAA’s enterprise value or were exhibiting significantly leveraged balance sheets or poor governance rankings. The final comparator group adopted by the Compensation Committee for review of executive compensation for 2019 consisted of the companies listed below. At the time of the Pearl Meyer study in 2018, MAA was between the peer group 50th and 75th percentile in terms of size, as measured by revenues, assets and enterprise value. Apartment Investment & Management Co. AvalonBay Communities, Inc. Boston Properties, Inc. Brixmor Property Group, Inc. Camden Property Trust Duke Realty Corp. Equity Residential Essex Property Trust, Inc. Extra Space Storage, Inc. Federal Realty Investment Trust Host Hotels & Resorts, Inc. Kimco Realty Corp. Public Storage Regency Centers Corporation UDR, Inc.   2021 PROXY STATEMENT 42 Table of Contents Findings of Compensation Consultant Pearl Meyer performed a market pay analysis and provided the results of their benchmarking review along with directional recommendations based on their analysis at the September 2018 Compensation Committee meeting and the Compensation Committee considered the results of their analysis (as summarized below based on then-current performance results and then-current NEO pay levels) in establishing the executive compensation program for 2019. Company Performance §  MAA’s performance, based on various financial metrics over one, two and three-year time periods, ranked between the comparator group 50th and 75th percentilespercentile for both equity market capitalization and number of employees, the Compensation Committee determined to maintain the same comparator peer group used in setting 2022 executive compensation, with the exception of removing Duke Realty Corp., which was acquired during 2022. The comparator peer group the Compensation Committee instructed Pearl Meyer to use to provide executive benchmarking analysis is provided below. §  MAA’s three-year American Homes 4 Rent AvalonBay Communities, Inc.  Boston Properties, Inc.  Camden Property Trust Equity Residential  Essex Property Trust, Inc.  Extra Space Storage, Inc. Invitation Homes Inc.  Kimco Realty Corporation  Public Storage Regency Centers Corporation  Sun Communities, Inc.  UDR, Inc. FINDINGS OF COMPENSATION CONSULTANT Pearl Meyer performed a market pay analysis and provided the results of their benchmarking review along with directional recommendations at the December 2022 Compensation Committee meeting and the Compensation Committee considered the results of their analysis in establishing the executive compensation program for 2023. Overall observations based on then-current performance results and then-current NEO pay levels are provided below. Specific individual NEO observations considered in determining 2023 compensation are provided in the 2023 Target Compensation section on pages 50-51. RELATIVE COMPANY PERFORMANCE Based on various selected financial and operational metric comparisons, MAA's average overall performance was near the peer group 75th percentile over the past one, three and five year periods with TSR performance rankedperforming well above the 75th percentile while total direct compensation for the then-current NEOs was ranked at the 62nd percentile. EXECUTIVE COMPENSATION Aggregate target total direct compensation (salary + target AIP + target LTIP) was between the 25th and 50th percentile market values, while individual competitiveness varied, with all but one then-current NEO falling within a competitive range of the comparator group and above+/- 15% of the 50th percentilepercentile. Mr. Hill was positioned below the competitive range given his recent promotion (as of the SNL US REIT Multifamily Index Executive Compensation §  MAA’s total direct compensation ranked at the 40th percentiletime of the comparator peer group andstudy) to the 33rd percentile when compared to onlyEVP, CIO role. Overall, the multifamily peers §  MAA’s targetCompensation Committee believed the results of the analysis indicated that the mix placed similar weighting onof variable versus fixed compensationpay as the 50th percentile §MAA’s target long term incentive plan places a slightly greater emphasis on performance shares than restricted stockwell as cash versus equity opportunities were generally aligned with that of the peer group, overall averagebut changes may be warranted by individual to reflect changing job responsibilities and to further improve pay competitiveness. Overall, the Compensation Committee believed the results of the analysis indicated that total direct compensation in relation to performance and shareholder value creation was directionally misaligned with the comparator peer group. The Compensation Committee also considered that the responsibilities for some of our NEOs are broader than market benchmarks. As a result, and after consideration of other factors, the Compensation Committee felt it was appropriate to adopt moderate increases in base salaries and the opportunities under the AIP and LTIP plan for the NEOs for 2019. In setting compensation plans for 2020, the Compensation Committee noted that there had been no material changes in responsibilities of the executive officers and determined not to hire a compensation consultant to perform a full benchmarking analysis since one had been performed in the previous year. The Compensation Committee considered that it had made adjustments materially in line with the compensation consultant’s recommendations in the previous year and determined no adjustments outside of the cost of living increase provided to all associates across the company for 2020 were justified. ROLE OF EXECUTIVE MANAGEMENT While our CEO does participate in general meetings of the Compensation Committee and provides input on compensation decisions related to the other NEOs, he does not participate in executive sessions of the Compensation Committee nor does he participate in any discussions determining his own compensation. Annually, upon request from the Compensation Committee, our CEO provides the committee with data pertinent to his and the other NEO’s performance and compensation. Generally, this information pertains to the achievement of individual functional goals. At the end of any incentive plan measurement period, our CEO presents base results of the plan for the Compensation Committee’s review and, if deemed necessary by the Compensation Committee, further evaluation and/or adjustment. The base results are calculated and prepared by our Chief Ethics and Compliance Officer and Corporate Secretary according to the underlying plan documents and then reviewed by the Director of Finance prior to presentation to the Compensation Committee. All incentive plans and any payments made thereunder are developed, adopted and awarded by the Compensation Committee. All compensation related to our CEO is recommended by the Compensation Committee to our full Board, which ultimately has responsibility for approving CEO compensation. RISK CONSIDERATIONS The Compensation Committee annually evaluates the risks involved with all of our compensation programs, including risks specifically associated with our executive compensation program, and strives to design total compensation programs that mitigate those risks without diminishing the incentive nature of the compensation. Following its 2020 evaluation, the Compensation Committee determined that any risks arising from our compensation policies and practices for our associates, including our NEOs, are not reasonably likely to have a material adverse effect on MAA. Furthermore, the Compensation Committee believes that the nature of the various elements of executive compensation does not encourage management to assume excessive risks.   2021 PROXY STATEMENT 43   2024 PROXY STATEMENT   45 Table of Contents The following are specific design factors that the Compensation Committee believes help to discourage undue risk taking and are therefore considered in determining the overall risk level of our executive and company-wide compensation programs.   Multiple Elements3, 8, 9 PROPOSAL 2: EXECUTIVE COMPENSATION ROLE OF EXECUTIVE MANAGEMENT All incentive plans and any payments made thereunder are developed, adopted and awarded by the Compensation Committee. All compensation related to our CEO is recommended by the Compensation Committee to our full Board, which ultimately has responsibility for approving CEO compensation. While our CEO does participate in general meetings of the Compensation Committee to provide input on compensation decisions related to the other NEOs, he does not participate in executive sessions of the Compensation Committee nor does he participate in any discussions determining his own compensation. Annually, upon request from the Compensation Committee, our CEO provides the committee with data pertinent to his and the other NEOs’ performance and compensation. Generally, this information pertains to the achievement of individual functional goals. At the end of any incentive plan measurement period, our CEO presents base results of the plan for the Compensation Committee’s review and, if deemed necessary by the Compensation Committee, further evaluation and/or adjustment. The base results are calculated and prepared by our Chief Ethics and Compliance Officer and Corporate Secretary according to the underlying plan documents. RISK CONSIDERATIONS The Compensation Committee annually evaluates the risks involved with all of our compensation programs, includeincluding risks specifically associated with our executive compensation program, and strives to design total compensation programs that mitigate those risks without diminishing the incentive nature of the compensation. Following its 2023 evaluation, the Compensation Committee determined that any risks arising from our compensation policies and practices for our associates, including our NEOs, are not reasonably likely to have a material adverse effect on MAA. Furthermore, the Compensation Committee believes that the nature of the various elements of executive compensation does not encourage management to assume excessive risks. The following are specific design factors that the Compensation Committee believes help to discourage undue risk taking and are therefore considered in determining the overall risk level of our executive and company-wide compensation programs. MULTIPLE ELEMENTS P3, P8, P9 Each executive and senior-level total compensation offering includes both fixed amounts (as in the case of base salary) and variable amounts dependent upon performance (as in the case of incentive plans). In addition, incentive plans split the opportunity between multiple metrics with both short and long termlong-term performance horizons.horizons, and business and market metrics. This multi-component approach discourages undue risk taking in any one area as the greatest reward comes from balancing the results of all of the compensation elements. Shareholder Approved Caps On Incentive AwardsMINIMUM ONE YEAR VESTING PERIOD ON ALL EQUITY AWARDS P3, P8, P9, P10, P11, P12 2, 3, 7, 13, 14 The Second Amended and Restated MAA 2013 Stock2023 Omnibus Incentive Plan which was approved by shareholders at the 2018 Annual Meeting2023 annual meeting of Shareholders limitsshareholders implements a minimum vesting period of at least one year for all equity awards. This reduces undue risk taking for immediate gain as the amountmaximum benefit requires balancing both short and long-term results, rewarding NEOs for achieving long-term shareholder value, ultimately aligning interests with those of performance based awards within a performance cycle granted to any one covered employee to 150,000 shares or $5 million for cash-based awards. The plan also limits the amount of stock option awards granted to any one associate within the calendar year to 100,000. our shareholders. Individual Award Caps2, 3, 7, 13, 14 In addition to the caps approved by shareholders for awards in general, eachINDIVIDUAL AWARD CAPS P2, P3, P7, P13, P14 Each associate’s award opportunities within their respective incentive program is capped. With respect to NEOs, these caps are set by the Compensation Committee and, with respect to the CEO, the Board upon Compensation Committee recommendation. Performance for the three-year relative TSR metric is further capped at the target level when MAA has a negative return but still outperformed the comparative index. PERFORMANCE GOALS AND RESULTS TIED TO MEASURABLE METRICS P3, P6, P8 Performance goals and results are tied to quantifiably measurable metrics and, in the case of senior and executive management, to our publicly-disclosed financial statements which are audited by our independent registered public accounting firm and reviewed by the Audit Committee. This reduces the risk that performance results can be manipulated. Senior And Executive Awards Include Separate Short And Long Term Opportunities3, 9, 13 SENIOR AND EXECUTIVE AWARDS INCLUDE EQUITY ELEMENTS P1, P2, P3, P8, P9, P10, P11, P12, P13 A material part of the total compensation opportunity for senior and executive management includes awards of MAA equity. This helps to align senior and executive management interests with those of our shareholders and discourages the risk of maximizing short-term returns to the detriment of long-term goals, as associates will benefit from the increased value achieved for investors over time. In addition, equity elements help to ensure we do not overcompensate if shareholder value is not being created. SENIOR AND EXECUTIVE AWARDS INCLUDE SEPARATE SHORT AND LONG-TERM OPPORTUNITIES P3, P9, P13 Incentive opportunities for senior and executive management contain both short and long termlong-term elements. This balanced approach discourages undue risk taking as the greatest reward comes from balancing the results of both short and long termlong-term goals and ensures that executive management remains focused on both delivering results for today while also ensuring the ability to perform in the future. Incentive Awards Are Tied To Performance INCENTIVE AWARDS TIED TO PERFORMANCE (Pay For Performance) 2, 5, 6, 8, 9, 10, 11, 12, 13P2, P5, P6, P8, P9, P10, P11, P12, P13 Incentive opportunities are tied to individual and/or overall MAA performance goals which are set in alignment with our annual and, in the case of senior and executive management, long termlong-term strategic goals. This ensures that management remains focused on executing the strategic vision of MAA. OVERSIGHT OF AWARD CALCULATIONS P3, P6, P7 All incentive plan award calculations are reviewed by management and, in the case of executive awards, by the Compensation Committee with support from our Corporate Secretary.   2024 PROXY STATEMENT   46 Target Levels Are Tied To PROPOSAL 2: EXECUTIVE COMPENSATION TARGET LEVELS ARE TIED TO MAA Guidance And Industry Return Performance1, 2, 3, 6, 8, 9, 10, 11, 12GUIDANCE AND INDUSTRY RETURN PERFORMANCE P1, P2, P3, P6, P8, P9, P10, P11, P12 Target performance opportunities for senior and executive management are tied to our publicly disclosed guidance and our relative performance to the industry. While this provides an opportunity to reward superior performance, it discourages undue risk taking because it does not require performance beyond that which is determined to be realistically achievable and set by MAA. Performance Goals And Results Are Tied To Measurable Metrics 3, 6, 8 Performance goals and results are tied to quantifiably measurable metrics and, in the case of senior and executive management, to our publicly disclosed financial statements which are audited by our independent registered public accounting firm and reviewed by the Audit Committee. This reduces the risk that performance results can be manipulated. Senior And Executive Awards Include Equity Elements 1, 2, 3, 8, 9, 10, 11, 12, 13INDEPENDENT EXTERNAL COMPENSATION CONSULTANT ADVISES ON EXECUTIVE COMPENSATION P1, P2, P4, P5, P7 A material part of the total compensation opportunity for senior and executive management includes awards of MAA equity. This helps to align senior and executive management interests with those of our shareholders and discourages the risk of maximizing short term returns to the detriment of long-term goals, as associates will benefit from the increased value achieved for investors over time. In addition, equity elements help to ensure we do not over compensate if shareholder value is not being created. External Compensation Consultant Advises On Executive Compensation Plans1, 2, 4, 5, 7 The Compensation Committee utilizes an external compensation consultant to advise on the structure and opportunity levels set for executive compensation. This helps to ensure that MAA’s executive compensation plan opportunitiesofferings both overall and on an individual NEO basis are appropriate and in line with industry best practices and that we are neither over nor under paying our executive management team based on their role, responsibilities and responsibilities.performance. ALL COMPENSATION IS SELF-FUNDING P2, P3, P7, P8, P11, P13 Oversight Of Award Calculations3, 6, 7 All incentive plan award calculations are reviewed by management and, in the case of executive awards, by the Compensation Committee with support from our Corporate Secretary. All Compensation Is Self-Funding2, 3, 7, 8, 11, 13 All elements of our compensation programs are self-funding in that performance measurements tied to performance basedperformance-based awards are calculated after the expense for the awards is taken into account. This assures MAA can afford to pay the awards and minimizes the risk that associates benefit at our shareholders’ expense as awards under our compensation plans will not have a subsequent negative impact on our financial statements.   2021 PROXY STATEMENT 44 Table of Contents COMPENSATION GOVERNANCE CONSIDERATIONS COMPENSATION GOVERNANCE CONSIDERATIONS In addition to the risk mitigating features and actions discussed under Risk Considerations, the Board has established several corporate governance practices which are specifically related to executive compensation and also help to mitigate potential risks. Share Ownership Guidelines 7, 11, 12the Board has established several corporate governance practices which are specifically related to executive compensation and also help to mitigate potential risks. SHARE OWNERSHIP GUIDELINES P7, P11, P12 To align our NEOs’ long-term financial interests with those of our shareholders, our CEO is required to own three times his base salary and other NEOs are required to own two times their respective base salary, in shares of MAA stock or the equivalent, within three years of appointment to the position. All NEOs are in compliance with this requirement. Clawback Policy2, 3, 7, 11, 13COMPENSATION RECOUPMENT POLICY P2, P3, P7, P11, P13 If we are required to prepare and file an accounting restatement due to material noncompliance with any financial reporting requirement under the SEC, the Compensation Committee may requiresecurities laws, our CEOcurrent and the other NEOsformer executive officers are required to repay to MAA any portion of incentiveincentive-based compensation that was paid in the preceding three years that would not have been paid if such compensation had been determined based on the financial results reportedrestated amounts as reflected in connection with the restated financial statements.accounting restatement. HOLDING PERIOD REQUIREMENTS P7, P11, P12 Holding Period Requirement7, 11, 12 To further strengthen the alignment of interests between our NEOs and that of our shareholders, NEOs are required to retain ownership of at least 50% of net shares, after(after the payment of taxes,taxes), acquired through equity incentive plans. NEOs must continue to retain these shares until retirement or other termination of the NEO’s employment, or until the executive is no longer designated as aan NEO. All of our NEOs are in compliance with the holding period requirement. Prohibition On Hedging And Pledging Shares7, 11 PROHIBITION ON HEDGING AND PLEDGING SHARES P7, P11 In relation to MAA’s securities, NEOs are prohibited from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset or are designed to hedge or offset, any decrease in the market value of MAA equity securities granted as compensation or held directly or indirectly by NEOs. Specifically, our policy prohibits NEOs from: (i) selling a security which is not owned at the time of sale (short sale); (ii) buying or selling puts, calls, other derivative securities or other derivative securities that provide the economic equivalent of MAA securities or any opportunity to profit from a change in the value of MAA securities or engage in other hedging transactions; (iii) using securities as collateral in a margin account; and (iv) pledging securities as collateral for a loan. See page 18 for additional details on MAA’s hedging and pledging policies. In addition to the governance policies listed above, the Compensation Committee has affirmatively determined NOT to implement the below compensation practices as they are generally negatively viewed within industry best practices and the Board does not believe they are in the best interests of our shareholders at this time. NODividends or dividend equivalents on unearned performance shares NORepricing underwater stock options NOExchanges of underwater stock options for cash NOBackdating of stock options NOMulti-year guaranteed bonuses NOInclusion of the value of equity awardsMAA securities or engage in severance calculations NOEvergreen provisionsother hedging transactions; (iii) using securities as collateral in equity plansa margin account; and (iv) pledging securities as collateral for a loan. See page 20 for additional details on MAA’s hedging and pledging policies. NOTax “gross ups” for excess parachute payments NO“Single trigger” employment or changeEXCLUSION OF NEGATIVELY VIEWED PRACTICES In addition to the governance policies listed above, the Compensation Committee has affirmatively determined NOT to implement the below compensation practices as they are generally negatively viewed within industry best practices and the Board does not believe they are in control agreementsthe best interests of our shareholders at this time. NOOverlapping performance metrics among annual and long-term incentive plans for NEOs NOPerquisites or personal benefits OTHER CONSIDERATIONS In addition to our compensation philosophy and objectives, shareholder feedback, input from the compensation consultant, benchmarking data and compensation risk factors, the Compensation Committee may also take into account the following considerations, among others, when determining executive compensation packages. §  Labor market conditions 1, 4 §  Personal development 4, 5, 10 §  Quality of internal working and reporting relationships and engagement in collaboration and teamwork with other executive management 7 §  Quality of leadership and human capital development 7 §  Succession planning and potential to assume increased responsibilities 13   2021 PROXY STATEMENT 45 NO Dividends or dividend equivalents on unearned performance shares NO Repricing underwater stock options NO Exchanges of underwater stock options for cash NO Backdating of stock options NO Guaranteed bonuses NO Multi-year guaranteed bonuses NO Inclusion of the value of equity awards in severance calculations NO Evergreen provisions in equity plans NO Tax “gross ups” for excess parachute payments NO “Single trigger” employment or change in control agreements NO Overlapping performance metrics among annual and long-term incentive plans for NEOs NO Perquisites or personal benefits OTHER CONSIDERATIONS  In addition to our compensation philosophy and objectives, shareholder feedback, input from the compensation consultant, benchmarking data, compensation risk factors and our compensation governance policies, the Compensation Committee may also take into account the following considerations, among others, when determining executive compensation packages. ✓ Labor market conditions P1, P4 ✓ Personal development P4, P5, P10 ✓ Quality of both internal working and reporting relationships, and engagement in collaboration and teamwork with other executive management P7 ✓ Quality of leadership and human capital development P7 ✓ Succession planning and potential to assume increased responsibilities P13   Table of Contents 2020 PROGRAM STRUCTURE 2020 DIRECT NEO COMPENSATION STRUCTURE The elements, structure and target opportunities of our 2020 executive compensation program are generally unchanged from the 2019 program shareholders approved at the 2020 Annual Meeting of Shareholders. Details of each element and the target opportunity levels for each NEO are outlined below.       2020 COMPENSATION PLANS               PERCENT OF OPPORTUNITY AT TARGET ELEMENT PURPOSE FORM PERFORMANCE METRICS PERFORMANCE PERIOD PERFORMANCE RANGES                   BASE SALARY 1,2,3,4,5,6, 13,14 Market-competitive fixed income reflecting individual skills, experience, knowledge, performance and maturity in role to attract and retain high quality talent CASH   FIXED   N/A N/A N/A                                     AIP 1,2,3,4,5,6, 7,8,9,10,11, 12,13,14 Performance-based award to incent achievement of annual company earnings target and other strategic short-term initiatives and goals CASH or EQUITY   PERFORMANCE CORE FFO PER SHARE   1 Year Initial 2020 Guidance CEO 100% 2020 Awards Capped at Maximum CFO   75%   Maximum $6.62 COO   40%   Target $6.50 GC   75%     Threshold $6.38 CHRO   75%     No Awards Below Threshold      Target opportunity aligns with market expectations while capped maximum opportunity rewards NEOs for outperformance without encouraging excessive risk taking PERFORMANCE INDIVIDUAL FUNCTIONAL GOALS   1 Year Varies by NEO CEO N/A 2020 (see below) CFO   25%         COO   60%         GC   25%         CHRO   25%                                     LTIP 1,2,3,4,5,6,8,10,11,12, 13,14 Incents achievement of long-term strategic goals and aligns NEO interests with shareholder interests in long-term value creation EQUITY   PERFORMANCE RELATIVE TSR   3 Years SNL U.S. REIT Multifamily Index Performance 50% 2020 - 2022             Awards Capped at Maximum           Maximum +300bps               Target Index       Target opportunity aligns with comparable peer performance and capped maximum opportunity allows NEOs to benefit from creating long-term shareholder value       Threshold -300bps             No Awards Below Threshold         PERFORMANCE FAD   1 Year 2020 plus 2 Year Vest Cycle Initial 2020 Guidance 30%     Awards Capped at Maximum         Maximum $501.4M           Target $492.4M             Threshold $483.4M               No Awards Below Threshold           FIXED SERVICE SHARES   3 Year Vest Cycle     20%                                                                 CEO Functional Goals 2024 PROXY STATEMENT § Achieve MAA financial performance results for 2020 that meet or exceed market expectations   47 § Cultivate and enhance various leadership and culture objectives supporting execution of strategic goals including ESG objectives § Ensure execution of various initiatives to strengthen our operating platform and minimizing enterprise risks § Ensure planning and development of appropriate benchstrength to support ongoing succession endeavors related to Directors, executives and senior management CFO Functional Goals § Meet various balance sheet and capital structure targets in line with the strategy approved by the Board § Execute various information technology platform operating standards and enhancements of cybersecurity and disaster recovery § Execute enterprise project management initiatives § Manage various financial planning and investor engagement initiatives § Complete ESG initiatives including the 2020 GRESB survey for public dissemination and our inaugural Corporate Responsibility Report § Meet standards for production of financial statements, internal controls and REIT compliance within pre-set expense targets     2021 PROXY STATEMENT 46 PROPOSAL 2: EXECUTIVE COMPENSATION   Table of Contents Overall, the Compensation Committee believes that this compensation program provides an appropriate mix of cash and equity opportunities, rewards individual effort as well as overall company performance, balances managing our needs for today while preparing for the future, aligns NEO’s interests with those of our shareholders, is fair and equitable and is financially sustainable. 2023 PROGRAM STRUCTURE 2020 COMPENSATION PLANS OPPORTUNITY AS PERCENT OF SALARY AT TARGET NOTES N/A The Compensation Committee is thoughtfulbelieved that the compensation program in setting this element becauseplace for 2022 provided an appropriate mix of cash and equity opportunities, rewarded for individual effort as well as overall company performance, balanced managing our needs for today while preparing for the levelfuture, aligned NEOs’ interests with those of base salary drives the opportunities under the performance-based elements. As such, in determining base salary, the committee considers it both on its ownour shareholders, was aligned with peer group practices and in conjunction with the other elements of compensation. CEO 175.00% The Core FFO per Share performance range was based on MAA’s initial 2020 guidance to the market, which did not contemplate the impact of the COVID-19 pandemic.fair and equitable as well as financially sustainable. The Compensation Committee did not adjust actual resultsbelieve that changes in terms of the overall structure of the program or the performance range. See page 51mix of elements was warranted in setting the compensation program for more details. In lieu of cash, NEOs may elect to receive shares of restricted stock valued at 125%2023. The following pages provide an overview of the cash award. The shares are forfeitable, vesting annually over three years onNEO compensation program for 2023, including the anniversarymix of elements utilized and the issuance date.target opportunities available to each NEO. 2023 NEO DIRECT COMPENSATION STRUCTURE AND OPPORTUNITIES   The Compensation Committee can modify an award up or down by up to 25% (not to exceed the capped opportunity), allowing the committee to address changes in strategic directives or awards that do not otherwise adequately reflect NEO efforts. See Compensation Realized Under 2020 Plans on page 51 regarding use of the modifier in 2020.BASE SALARYP1, P2, P3, P4, P5, P6, P13, P14  PURPOSE AND FEATURES FORM OF COMPENSATION Cash Market-competitive fixed income reflecting individual skills, experience, performance and maturity in role to attract and retain high quality talent. The Compensation Committee is thoughtful in setting this element because the level of base salary also impacts incentive award opportunities. As such, in determining base salary, the committee considers it both on its own and in conjunction with the other elements of compensation. LONG TERM INCENTIVE PLAN (LTIP)P1 ,P2, P3, P4, P5, P6, P8, P10, P11, P12, P13, P14  PURPOSE AND FEATURES FORM OF COMPENSATION Equity  Incents achievement of long-term strategic goals, enhances retention and aligns NEO interests with shareholder interests in long-term value creation. For 2023, the target value LTIP mix for NEOs was based 50% on performance shares tied to MAA’s three-year TSR (including stock price appreciation plus dividend reinvestment) relative to an industry-specific market index, 30% on our absolute vs. planned annual Funds Available for Distribution (FAD) with any earned awards vesting over an additional two-year period, and 20% to service-based restricted shares vesting over three years.  The large majority (80%) of LTIP award opportunities have performance-based vesting, with a primary focus on long-term total shareholder returns.  Opportunities for performance-based awards are capped at the maximum level and no awards can be earned for performance results below the threshold level. Performance awards tied to relative TSR are capped at target when MAA’s absolute TSR is negative. The target opportunity aligns with comparable peer performance while the capped maximum opportunity provides the opportunity for NEOs to benefit from creating long-term shareholder value. PERFORMANCE METRICS Compounded Annualized Three-Year Relative Total Shareholder Return (TSR) In order to eliminate the impact of price volatility of any one market day, the calculations of the compounded annualized three-year TSR metric under the 2023 LTIP for MAA and the Dow Jones US Real Estate Apartments Index utilize the average of the closing stock prices in the months of December 2022 and December 2025 as the beginning and ending stock prices for the calculations.  Award funding for this component will be determined following the end of the three-year measurement period (December 31, 2025) and any earned awards will not be realized or issued until April 2026 following approval by the Compensation Committee.  If MAA’s TSR as calculated under the plan is negative, awards are capped at target level. No awards are earned for performance below threshold levels. Performance Period 3 Years – 2023 through 2025 Performance Range Based on performance in comparison to the performance of the Dow Jones US Real Estate Apartments Index Threshold -400 bps         Target Index          Maximum +400 bps Funds Available for Distribution (FAD) The FAD performance range was based on MAA’s initial 2023 guidance to the market. Performance Period 1 Year – 2023 plus 2 year vesting cycle Performance Range Linked directly to initial 2023 guidance Threshold $732.7million Target $748.7million Maximum $764.7million Service Based Shares The Compensation Committee believes that a small level of service-based shares is appropriate to encourage consistency in leadership and enhance retention and equity stakes, which it believes supports the successful achievement of our long-term strategic objectives. While the Compensation Committee considers these shares of restricted stock to be fixed (as the number of shares is set at the date of grant), it feels the length of the vesting cycle also incorporates a performance aspect as NEOs benefit from an increase in market price during the vest period. Performance Period 3 year vesting cycle 2024 PROXY STATEMENT   48 PROPOSAL 2: EXECUTIVE COMPENSATION ANNUAL INCENTIVE PLAN (AIP)P1, P2, P3, P4, P5, P6, P7, P8, P9, P10, P11, P12, P13, P14 PURPOSE AND FEATURES FORM OF COMPENSATION Cash Performance-based awards to incent achievement of annual company earnings targets and other strategic short-term initiatives and goals. AIP award opportunities for NEOs are primarily tied to overall corporate financial performance (100% weighting for Mr. Bolton and ranging from 50% to 75% for other NEOs), with a smaller portion (ranging from 25% to 50%) tied to individual functional goals for senior executives other than Mr. Bolton. The Compensation Committee believes this mix reinforces a strong focus on company-wide performance success and collaboration as well as individual accountability. Opportunities for these awards are capped at the maximum level and no awards can be earned for performance results below the threshold level. Target opportunity aligns with market expectations while capped maximum opportunity rewards NEOs for outperformance without encouraging excessive risk taking. The Compensation Committee can modify an award up or down by up to 25% (not to exceed the capped opportunity), allowing the committee to address changes in strategic directives or awards that do not otherwise adequately reflect NEO efforts. No such adjustments were made in regards to the awards granted under the 2023 AIP. No awards are earned for performance under threshold levels. PERFORMANCE METRICS Core FFO per Share (75% weighting for Mr. Bolton and 50% weighting for all other NEOs) Performance Period 1 Year – 2023 Performance Range Linked directly to initial 2023 guidance Threshold $8.68         Target $8.88         Maximum $9.08 SS NOI Growth  (25% weighting for all NEOs except Mr. Hill (0%)) Performance Period 1 Year – 2023 Performance Range Linked directly to initial 2023 guidance Threshold 5.30%         Target 6.30%         Maximum 7.30%  Individual Functional Goals (25% weighting for all NEOs other than Mr. Bolton (0%) and Mr. Hill (50%)) Performance Period 1 Year – 2023 Varies by NEO. See Below. CFO   93.75% COO   56.00% GC   93.75% CHRO   67.50% CEO       N/A Individual functional goals include quantifiable metrics associated with the NEO’sNEOs’ respective areas of responsibility and are set by the Compensation Committee at the beginning of the year.year to align with MAA’s earnings goals and other strategic initiatives. In addition to managing expenses within budget, the below represent the material goals for each NEO for 2023. CEO ● Mentorship and development of executive leadership team in alignment with long-term succession plans ● Exceed market earnings result expectations and external growth and capital recycling plans  ● Continue cybersecurity risk protection efforts, complete new technology roll-outs and strengthen enterprise risk management practices  ● Expand corporate responsibility disclosures, improve third party scoring and complete certain corporate responsibility projects CFO ● Access capital to fund investment and refinancing plans without triggering higher risk levels or a material rise in cost of capital  ● Achieve full investment grade rating  ● Enhance tax planning models to support additional strategic decisions  ● Meet certain milestones of accounts payable procurement redesign  ● Expand key corporate responsibility disclosures and increase rating scores CFO 31.25% CAO ● Meet certain targets related to litigation and insurance premium costs ● Attain certain commercial leasing and NOI performance targets  ● Enhance representation among national, state and local apartment associations and industry advocacy groups  ● Support expanded disclosures related to corporate responsibility  CIO ● Meet certain transaction volume targets with 1031 exchanges of dispositions  ● Accomplish redevelopment milestones and start planned developments  ● Meet certain unit delivery, proforma NOI yield, gross rent per unit and GOI performance targets  ● Continue work towards producing Green Certified Buildings  CSAO ● Meet certain performance targets related to same store revenue and blended lease over lease growth, completion of interior renovations, capital expenditures and same store operating margins ● Complete identified targets of various corporate responsibility projects  ● Roll-out planned artificial intelligence projects  COO 84.00% 2024 PROXY STATEMENT   49 GC 31.25% CHRO 22.50% CEO 187.50% In order to eliminate PROPOSAL 2: EXECUTIVE COMPENSATION The threshold, target and maximum percent of salary opportunities under the impact of the volatility generated by the price fluctuations of any one market day, the calculations of the compounded annualized three-year TSR metric for MAA and the SNL U.S. REIT Multifamily Index utilize the average of the closing stock prices2023 executive compensation packages are provided in the monthsfollowing table.     CEO CFO CAO CIO CSAO SALARY $916,078 $566,640 $563,302 $500,007 $366,299 2023 LTIP           Service 110% 55% 55% 50% 24%   FAD 41.25% / 165% / 247.5% 20.63% / 82.5% / 123.75% 20.63% / 82.5% / 123.75% 18.75% / 75% / 112.50% 9% / 36% / 54%   3-YR TSR 68.75% / 275% / 550% 34.37% / 137.5% / 275% 34.37% / 137.5% / 275% 31.25% / 125% / 250% 15% / 60% / 120% Total 220% / 550% / 907.5% 110% / 275% / 453.75% 110% / 275% / 453.75% 100% / 250% / 412.50% 48% / 120% / 198% 2023 AIP           Core FFO per Share  32.81% / 131.25% / 262.5% 16.25% / 65% / 130% 16.25% / 65% / 130% 16.25% / 65% / 130% 11.25% / 45% / 90%   SS NOI Growth 10.94% / 43.75% / 87.5% 8.13% / 32.5% / 65% 8.13% / 32.5% / 65% N/A 5.63% / 22.5% / 45%   Individual Functional Goals (1) N/A 32.50% / 32.50% / 40.63% 32.50% / 32.50% / 40.63% 65% / 65% / 81.25% 22.5% / 22.5% / 28.13% Total 43.75% / 175% / 350% 56.88% / 130% / 235.63% 56.88% / 130% / 235.63% 81.25% / 130% / 211.25% 39.83% / 90% / 163.13% (1) Under the 2023 AIP, if NEOs complete 100% of their individual goals, they earn the target level percent of salary opportunity. The capped maximum amount would only come into play if the Compensation Committee determined to utilize the up to +/-25% modifier. 2023 TARGET COMPENSATION P1, P2, P3, P4, P5, P6, P7, P8, P9, P10, P11, P12, P13, P14 In setting compensation plan opportunities for 2023, the Compensation Committee noted the expanding roles of December 2019responsibility in regards to Messrs. Hill and December 2022 asArgo and that there had been no material changes in responsibilities for Messrs. Bolton, Campbell and DelPriore, for whom the beginning and ending stock prices forCompensation Committee determined no salary increases beyond the calculations. Because the performance period for this metric will not end until December 31, 2022, any awards earned will not be realized or issued until April 2023. CFO 137.50% COO 137.50% GC 137.50% CHRO   70.00% CEO 112.50% The FAD performance range was based on MAA’s initial 2020 guidance4% cost of living increases given to the market, which did not contemplateassociate base at large were warranted. Due to the impactlevel of expanded responsibilities in 2023 for Mr. Hill, including responsibility for additional functional areas related to our operations and technology advancements, the COVID-19 pandemic.Compensation Committee awarded Mr. Hill a 16% base salary merit increase beyond the 4% cost of living increase. The Compensation Committee did not adjustalso determined that Mr. Argo’s expanded areas of responsibility in 2023, resulting from his promotion in October 2022, including asset and revenue management as well as margin expansion, warranted a 16% base salary merit increase beyond the performance4% cost of living increase. Generally, based on the compensation consultant’s peer benchmark review, the Compensation Committee determined that no changes to 2022 AIP award opportunities, expressed as percentages of base salary, were necessary for Messrs. Bolton, Campbell, Hill and DelPriore as they were at or above the 50th percentile. To recognize Mr. Argo’s recent promotion and assumption of additional responsibilities in late 2022, the Compensation Committee set his target AIP award opportunity at 90% of base salary for 2023. In determining the target opportunity for the 2023 LTIP, the Compensation Committee noted that Messrs. Bolton and Hill were both below the 50th percentile market values and determined to increase their percent of salary target opportunities to 550% and 250%, respectively, in order to maintain a competitive range for their respective positions. To recognize Mr. Argo’s promotion and assumption of additional responsibilities in October 2022, the Compensation Committee set his 2023 target LTIP award opportunity at 120% of base salary. Expressed as percentages of base salary, 2023 LTIP award opportunities for Messrs. Campbell and DelPriore were unchanged from 2022 levels. The corresponding target dollar values for each NEO based on the 2023 compensation packages outlined above are provided below.   2023 2023 AIP TARGET     TOTAL   BASE CORE FFO SS NOI FUNCTIONAL   2023 LTIP TARGET (1) COMPENSATION   SALARY PER SHARE GROWTH GOALS TOTAL SERVICE FAD 3-YR TSR TOTAL TARGET Bolton CEO $916,078 $1,202,352 $400,784 N/A $1,603,136 $1,007,686 $1,511,529 $2,519,215 $5,038,430 $7,557,644 Campbell CFO $566,640 $   368,316 $184,158 $184,158 $   736,632 $   311,652  $   467,478 $   779,130 $1,558,260 $2,861,532 DelPriore CAO $563,302 $   366,146 $183,073 $183,073 $   732,292 $   309,816  $   464,724 $   774,540 $1,549,080 $2,844,674 Hill CIO $500,007 $   325,005 N/A $325,005 $   650,010 $   250,004  $   375,005 $   625,009 $1,250,018 $2,400,035 Argo CSAO $366,299 $   164,835 $82,417 $82,417 $   329,669 $     87,912  $   131,868 $   219,779 $   439,559 $1,135,527 (1) To the extent earned, awards under the 2023 LTIP are issued in shares of restricted stock that then vest over various time periods. The number of target shares of restricted stock are based on the closing stock price of $157.74 on January 4, 2023, the grant date for the 2023 LTIP. 2024 PROXY STATEMENT   50 PROPOSAL 2: EXECUTIVE COMPENSATION The 2023 target compensation opportunities outlined on the prior page result in the following percentage breakouts between variable (or performance-based) and fixed compensation, equity and cash compensation, and long-term and short-term compensation, showing that the majority of our NEOs’ compensation is performance-based, long-term in nature and in the form of equity to align our leadership with the long-term interests of shareholders.              2023 COMPENSATION CAPS P2, P3 The following schedule provides the maximum direct compensation opportunities, or actual performance results in determining awardscaps, for over-performance from target under the plan. See page 2023 NEO compensation packages. The values presented in the below table inherently incorporate use of the +25% discretionary modifier under the 2023 AIP, as use of the modifier is capped at the AIP maximum opportunities.                         2023 2023 AIP MAXIMUM     TOTAL   BASE CORE FFO SS NOI FUNCTIONAL   2023 LTIP MAXIMUM  COMPENSATION   SALARY PER SHARE GROWTH GOALS TOTAL SERVICE FAD 3-YR TSR TOTAL MAXIMUM Bolton CEO $916,078 $2,404,705 $801,568 N/A $3,206,273 $1,007,686 $2,267,293 $5,038,429 $8,313,408 $12,435,759 Campbell CFO $566,640 $   736,632 $368,316 $230,226 $1,335,174 $   311,652 $   701,217 $1,558,260 $2,571,129 $  4,472,943 DelPriore GC $563,302 $   732,293 $366,146 $228,870 $1,327,309 $   309,816 $   697,086 $1,549,081 $2,555,983 $  4,446,594 Hill CIO $500,007 $   650,009 N/A $406,256 $1,056,265 $   250,004 $   562,508 $1,250,018 $2,062,530 $  3,618,802 Argo CSAO $366,299 $   329,669 $164,835 $103,040 $   597,544 $     87,912 $   197,801 $   439,559 $   725,272 $  1,689,115 2024 PROXY STATEMENT   51 for more details. CFO   82.50% COO 82.50% GC 82.50% CHRO 42.00% CEO 75.00% PROPOSAL 2: EXECUTIVE COMPENSATION 2023 NEO COMPENSATION REALIZED 2023 MAA PERFORMANCE  The Compensation Committee believes it is important that executive compensation reflects the overall performance and health of the company including both annual financial measures and long-term shareholder return and has, therefore, tied a small level of service shares is appropriate to encourage consistency in leadership and enhance retention and equity stakes, which it believes supports the successful achievementsubstantial majority of our long-term strategic objectives. While the committee considers these shares of restricted stock to be fixed, (as the number of shares is set at the grantCEO’s and each of the plan), it feelsother NEO’s compensation to performance measures. Below is a review of our performance during 2023. You can find more details in our Annual Report on Form 10-K filed with the length of the vesting cycle also incorporates a performance aspect as NEOs benefit from an increase in market price during the vest period. CFO 55.00% COO 55.00% GC 55.00% CHRO 28.00%SEC on February 9, 2024. OVERALL MAA FINANCIAL PERFORMANCE  Initial 2023 Guidance Actual 2023 COO Functional Goals SS Property Revenue Growth 5.25% - 7.25% 6.2% SS Operating Expense Growth 5.15% - 7.15% 6.5% SS NOI Growth 5.30% - 7.30% 6.0% See pages 83 for a reconciliation of NOI to Net income available for MAA common shareholders, and an expanded discussion of the components of NOI. Earnings per Common Share –Diluted $5.97 - $6.37 $4.71 Core FFO per Share –Diluted $8.88 - $9.28 $9.17 §   Deliver same store GOI growth within original guidance range, weighted 60% revenue growth and 40% expense growth See pages 83 for a reconciliation of Core FFO to Net income available for MAA common shareholders and an expanded discussion of the components of Core FFO. §   Achieve set level of redevelopment volume for the year at targeted return on investment RETURNS TO SHAREHOLDERS COMMON DIVIDENDS ✓ Declared our 120th consecutive common dividend in December 2023 (paid in January 2024)  ✓ Returned approximately $651.7 million to common shareholders in the form of cash dividends during 2023  ✓ Annual common dividend rate increased 12% from $4.675 in 2022 to $5.60 in 2023  ANNUAL DIVIDEND PAID PER COMMON SHARE TSR We use TSR as a measure of the financial value we create for shareholders as TSR combines share price appreciation and the reinvestment of dividends to provide an annualized percentage of the total performance of shares of stock over time.  ONE YEAR TSR In 2023, MAA underperformed both a sector index and the S&P 500 Index. MAA -11.1% Dow Jones US Real Estate Apartments Index 7.1% S&P 500 Index 26.3% FIVE YEAR CUMULATIVE TSR The chart to the right shows how a $100 investment in MAA common stock on December 31, 2018 would have grown to $164.44 on December 31, 2023, with dividends reinvested quarterly. The chart also compares the total shareholder return on our common stock to the same investment in the S&P 500 Index and the Dow Jones US Real Estate Apartment Index. §   Complete roll-out of various enhanced services within pre-set markets 2024 PROXY STATEMENT 52 §   Do not exceed recurring and enhancing capital and operational expense budgets PROPOSAL 2: EXECUTIVE COMPENSATION GC Functional Goals §   Execute various initiatives to strengthen business continuity procedures §   Execute initiatives to enhance data security, record retention and policies §   Meet preset leasing and financial targets related to commercial operations §   Cultivate and issue various policies related to the ESG program §   Co-ordinate the roll-out of operational changes resulting from 2019 projects CHRO Functional Goals §   Develop and implement enhancements to MAA’s onboarding procedures, recruitment efforts, strategic career paths and performance reviews §   Develop and enhance communication tools, gauge effectiveness and maximize associate feedback opportunities §   Manage employer liability risks within budget §   Meet various expense targets related to personnel growth and medical insurance     2021 PROXY STATEMENT 47 COMPENSATION INCENTIVE PLAN PERFORMANCE METRIC RESULTS Table of Contents 2020 TARGET COMPENSATION 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 As the Compensation Committee had engaged a consultant in 2018 to assist with setting the 2019 compensation packages, it determined it was not necessary to conduct a complete re-evaluation of the compensation elements in setting 2020 compensation opportunities. As such, the general structure of the AIP and LTIP plans, along with the target percent of salary opportunities determined for each NEO was unchanged from those established for 2019 compensation. Similarly, in reviewing base salaries, the Compensation Committee considered the adjustments made for 2019 related to the directional recommendations provided by the external compensation consultant in 2018, the average company-wide planned increases and strategic expense expectations for 2020, along with various other factors, and determined that no market adjustments to base salary were warranted for 2020. The NEOs did receive 3% merit increases for 2020, in line with the cost of living increases given to the associate base at large. The following table provides the target values of all direct compensation plans in place for each NEO during 2020 as compared to 2019. The target awards under the AIP are represented as cash which is in line with the actual elections made by the NEOs.   TARGET DIRECT COMPENSATION               LTIP SHARES OF TOTAL               RESTRICTED STOCK   SHARES OF   BASE SALARY AIP CASH     Change in   RESTRICTED   2019 2020 Change 2019 2020 Change 2019 2020 Value (1)  CASH STOCK BOLTON CEO $ 814,000 $ 838,420 3% $ 1,424,500 $ 1,467,235 3% 32,133 24,127 3% $ 2,305,655 24,127   CAMPBELL CFO $ 503,500 $ 518,605 3% $    629,375 $    648,256 3% 14,575 10,944 3% $ 1,166,861 10,944   GRIMES COO $ 516,000 $ 531,480 3% $    722,400 $    744,072 3% 14,937 11,216 3% $ 1,275,552 11,216   DELPRIORE GC $ 491,000 $ 505,730 3% $    613,750 $    632,163 3% 14,213 10,672 3% $ 1,137,893 10,672   CARPENTER CHRO $ 270,000 $ 278,100 3% $    243,000 $    250,290 3% 3,977 2,987 3% $    528,390 2,987   (1) The change in the target value of the shares of restricted stock under the 2020 LTIP from the 2019 LTIP reflects the 37% increase in the stock price used to set the number of shares under the respective plans (closing stock price of $130.30 on 1/9/2020 for the 2020 LTIP and closing stock price of $94.99 on 1/9/2019 for the 2019 LTIP). The Target values set by the Compensation Committee for 2020 provided the following mix of compensation elements for our NEOs, which the committee determined was an appropriate balance of all factors considered. 2020 COMPENSATION CAPS 2, 3 The following schedule provides the maximum direct compensation opportunities realizable, or caps, for over-performance from target under the 2020 NEO compensation program.   MAXIMUM OR CAPPED DIRECT OPPORTUNITIES - 2020 NEO COMPENSATION PROGRAM                       TOTAL     AIP LTIP   SHARES OF     CORE FFO FUNCTIONAL   PERCENT         PERCENT   RESTRICTED   SALARY PER SHARE GOALS TOTAL OF SALARY SERVICE FAD 3-YR TSR TOTAL OF SALARY CASH (1) STOCK (1) BOLTON CEO $ 838,420 $ 2,221,813 N/A $ 2,221,813 265% 4,825 10,874 18,081 33,780 525% $ 3,060,233 33,780 CAMPBELL CFO $ 518,605 $    771,425 $ 162,064 $    933,489 180% 2,189 4,935 8,198 15,322 385% $ 1,452,094 15,322 GRIMES COO $ 531,480 $    669,665 $ 446,443 $ 1,116,108 210% 2,243 5,057 8,402 15,702 385% $ 1,647,588 15,702 DELPRIORE GC $ 505,730 $    752,273 $ 158,041 $    910,314 180% 2,134 4,812 7,995 14,941 385% $ 1,416,044 14,941 CARPENTER CHRO $ 278,100 $    312,863 $   62,573 $    375,436 135% 597 1,365 2,305 4,267 200% $    653,536 4,267 (1) Assumes all NEOs elect to receive AIP award as cash in lieu of shares of restricted stock.   2021 PROXY STATEMENT 48 Table of Contents 2020 NEO COMPENSATION 2020 MAA PERFORMANCE The Compensation Committee believes it is important that executive compensation reflect the overall performance and health of the company including both annual financial measures and long-term shareholder return, and has therefore tied a substantial majority of our CEO’s and each of the other NEO’s compensation to performance measures. Below is a review of MAA’s performance during 2020. You can find more details in our Annual Report on Form 10-K filed with the SEC on February 18, 2021. OVERALL MAA FINANCIAL PERFORMANCE Net Income and Core FFO For the year ended December 31, 2020, net income available for MAA common shareholders was $251.3 million, or $2.19 per diluted common share, compared to $350.1 million, or $3.07 per diluted common share, for the year ended December 31, 2019. Results for the year ended December 31, 2020, included $2.6 million, or $0.02 per diluted common share, of non-cash income related to the fair value adjustment of the embedded derivative in the preferred shares and $1.0 million, or $0.01 per diluted common share, of gains related to the sale of real estate assets. Results for the year ended December 31, 2019, included $93.0 million, or $0.82 per diluted common share, of gains related to the sale of real estate assets and $17.9 million, or $0.16 per diluted common share, of non-cash income related to the embedded derivative in the preferred shares. Core FFO for the year ended December 31, 2020 was $761.4 million, or $6.43 per Share, as compared to $739.2 million, or $6.26 per Share, for the year ended December 31, 2019. For the year ended December 31, 2020, FFO was $765.3 million, or $6.46 per Share, compared to $773.2 million, or $6.55 per Share, for the year ended December 31, 2019. FFO results for the year ended December 31, 2020, included $2.6 million, or $0.02 per Share, of non-cash income related to the fair value adjustment of the embedded derivative in the preferred shares. FFO results for the year ended December 31, 2019, included $12.0 million, or $0.10 per Share, of gains related to the sale of non-depreciable real estate assets and $17.9 million, or $0.15 per Share, of non-cash income related to the embedded derivative in the preferred shares. More information on Core FFO per Share, including a reconciliation of net income available for MAA common shareholders to FFO and Core FFO per Share, is set forth in the Non-GAAP Financial Measures section on page 79 of this Proxy Statement. OTHER HIGHLIGHTS Additional performance achievements along with other highlights for 2020 are listed below. § Increased same store portfolio revenues 2.5% over 2019, driven by a 2.6% increase in average effective rent per unit, § Redeveloped 4,211 units at an average cost of $6,201 per unit, achieving average rental rate increases of approximately 9.5% above non-renovated units, § Closed on the pre-purchase of a 317-unit multifamily apartment community development located in the Phoenix, AZ market and began development of the property, § Invested approximately $217.9 million in our development pipeline, starting construction on two new projects and completing construction on one expansion project to an existing multifamily community, ending the year with eight developments under construction for a total of 2,607 units, § Issued $450 million of 10-year senior unsecured notes at a coupon of 1.7% and an issue price of 99.465% through our primary operating partnership, § Ended the year with total debt to adjusted total assets (as defined in the covenants for the bonds issued by our primary operating partnership) of 31.2%, compared to 31.4% as of December 31, 2019, § Ended the year with total debt outstanding of $4.6 billion at an average effective interest rate of approximately 3.6%, with 96.2% fixed against rising interest rates for an average of approximately 7.7 years and 93.4% of our total NOI unencumbered, and § Completed our second GRESB assessment and published our inaugural Corporate Responsibility Report.   2021 PROXY STATEMENT 49 Table of Contents RETURNS TO SHAREHOLDERS Dividends Highlights of MAA’s common dividend history include the items listed below. § Declared our 108th common dividend payment in December 2020 (paid in January 2021) § Returned approximately $457.4 million to common shareholders in the form of cash dividends during 2020 § Have never failed to pay a quarterly cash dividend to common shareholders § Have never decreased the common dividend rate § Quarterly common dividend rate increased approximately 285% from $0.26 in 1994 to $1.00 in 2020 Annual Dividend Paid Per Common Share TSR We have consistently returned significant value to shareholders over the long term. We measure that value based on absolute and relative TSR results. TSR is a measure of the performance of shares of stock over time that combines share price appreciation and the reinvestment of dividends to represent the total return to shareholders as an annualized percentage. 2020 Total Returns MAA:  -0.7% SNL U.S. REIT Multifamily Index:  -16.41% S&P 500 Total Return Index:  18.40% Five Year Cumulative Total Returns The chart to the right shows how a $100 investment in MAA common stock on December 31, 2015 would have grown to $166.10 on December 31, 2020, with dividends reinvested quarterly. The chart also compares the total shareholder return on our common stock to the same investment in the S&P 500 Index and the FTSE NAREIT Equity REIT Index.   COMPENSATION INCENTIVE PLAN PERFORMANCE METRIC RESULTS 2020 AIP And 2020 LTIP Financial Metric Performance The below charts compare the actual performance results of the financial and market metrics for the 2020 AIP and 2020 LTIP to their respectivein our executive incentive plans that had performance ranges basedperiods ending on MAA’s original guidanceDecember 31, 2023, to the market prior toperformance award range established in the impact of COVID-19.respective plan. 2023 AIP CORE FFO PER SHARE   $8.88   $9.08 $9.17 $9.28 Performance range equals initial 2023 guidance   Threshold   Target Actual Maximum               2023 AIP SS NOI GROWTH   5.3% 6.0% 6.3%   7.3% Performance range equals initial 2023 guidance   Threshold Actual Target   Maximum               2023 LTIP FAD (in millions)   $732.7   $748.7   $764.7 $778.0 Performance range equals initial 2023 guidance   Threshold   Target   Maximum Actual               2021 LTIP RELATIVE ANNUALIZED 3-YR TSR (1)   1.15% 5.06% 5.15%   9.15% Target based on the Dow Jones US Real Estate Apartments Index, threshold at -400 bps and maximum at +400 bps.   Threshold Actual Target   Maximum   (1) To eliminate the impact of any one market day’s price volatility, the calculations for TSR under the 2021 LTIP utilize the average of the closing stock prices in the months of December 2020 and December 2023 as the beginning and ending stock prices for the calculations. ASee pages 83 for a reconciliation of netCore FFO per Share (as calculated under the 2023 AIP) and FAD (as calculated under the 2023 LTIP) to Net income available for MAA common shareholders, toand an expanded discussion of the components of Core FFO per Share and FAD is set forth inFAD. 2023 DIRECT NEO COMPENSATION REALIZED  In March 2024, the Compensation Committee reviewed the performance under the compensation incentive plans for our executive officers to determine awards earned thereunder. The following discussion reviews the total compensation realized by our CEO and other NEOs for 2023. 2023 FINANCIAL METRICS  The Compensation Committee noted that the results of the performance financial metrics varied, (see the Non-GAAP Financial MeasuresCompensation Incentive Plan Performance Metric Results section on page 79 of this Proxy Statement. 2018 LTIP Market Metric Performance MAA’s Annualized 3-Year TSR outperformed53), noting Core FFO per Share results were between target and maximum, SS NOI Growth was between threshold and target and FAD was above the performance range set inmaximum level. The Compensation Committee determined no adjustments allowable under the 2018 LTIP.2023 AIP were warranted and awarded the corresponding opportunities to actual results for Core FFO per Share and SS NOI Growth. Because FAD was above the maximum level, the award was capped at the maximum opportunity. MARKET METRIC  The performance period for the 20182021 LTIP TSR metric concluded on December 31, 2023. Under the 2021 LTIP, awards for the market metric, ended December 31, 2020. See page 53 for detailsa three-year compounded annualized relative total shareholder return, are dependent on awards realizeda range of results based on the comparable performance of the SNL U.S. REIT Multifamily Index with target set at the index performance, threshold set at 400 basis points below the performance of the index and maximum set at 400 basis points above the performance of the index. As the SNL U.S. REIT Multifamily Index ceased to be published during the performance period, under the 2018 LTIP.provisions of the 2021 LTIP, the Compensation Committee replaced the index with the Dow Jones US Real Estate Apartments Index (the composition of which is materially similar to the previous index). At its March 2024 meeting, the Compensation Committee reviewed the results of the market metric under the 2021 LTIP, noting that MAA’s three-year compound annualized TSR, as calculated under the 2021 LTIP, of 5.06% was above the index benchmark of 4.67%, resulting in an award between target and maximum. 2024 PROXY STATEMENT 53   2021 PROXY STATEMENT 50 PROPOSAL 2: EXECUTIVE COMPENSATION   2023 FUNCTIONAL GOALS The Compensation Committee also reviewed the achievement of individual functional goals as previously set in the beginning of 2023 for each of the NEOs under the 2023 AIP. The committee noted that, in alignment with our overall performance for the year, some goals related to our financial guidance for 2023 were either not met or were not fully met. The Compensation Committee also noted that each NEO’s goals related to corporate sustainability were materially met. The committee discussed the performance of the EVPs with our CEO and the performance of the CEO amongst the committee members. Following these discussions, the Compensation Committee made the following determinations in regards to the level of completion of each of the NEO’s functional goals under the 2023 AIP. ALBERT M. CAMPBELL III In discussing Mr. Campbell’s goal achievements for 2023, the Compensation Committee noted that balance sheet and capital structure goals were materially achieved, as were enhancements to tax planning modelling, and internal and external auditing procedures. The Compensation Committee also noted that corporate sustainability goals related to enhancing materiality surveys and key annual disclosures were materially completed. The Compensation Committee then noted that some goals related to investor relations and enhancements to account payable procedures and efficiencies made good progress during the year but were not as materially complete as other goals. Taking into account the level of completion of all of Mr. Campbell’s functional goals, the Compensation Committee determined Mr. Campbell achieved 93.8% of his functional goals under the 2023 AIP. ROBERT J. DELPRIORE In discussing Mr. DelPriore’s goal achievements for 2023, the Compensation Committee noted that goals related to certain expense controls, regulatory reviews, NOI and leasing performance of our commercial division, corporate sustainability disclosures, and enhanced involvement with industry associations and legislative procedures were materially completed. The Compensation Committee then noted that while goals related to support of property legal needs progressed during the year, they were not materially achieved. Taking into account the level of completion of all of Mr. DelPriore’s functional goals, the Compensation Committee determined Mr. DelPriore achieved 96.6% of his functional goals under the 2023 AIP. A. BRADLEY HILL In discussing Mr. Hill’s goal achievements for 2023, the Compensation Committee noted that goals surrounding pre-development work for planned projects, timely delivery of development units, meeting proforma NOI yields, certain financial lease-up property goals and expense controls were materially met. The Compensation Committee also noted that corporate sustainability goals related to New Building Green Certifications were met. The Compensation Committee then noted that goals related to development starts and dispositions were materially not met as strategic decisions were made to delay certain transactional projects. Taking into account the level of completion of all of Mr. Hill’s functional goals and the change in strategy which moved previously expected transactional activity to 2024, the Compensation Committee determined Mr. Hill achieved 79.6% of his functional goals under the 2023 AIP. TIMOTHY ARGO In discussing Mr. Argo’s goal achievements for 2023, the Compensation Committee noted that most of the performance result goals related to asset management targets were met, but certain revenue management and operating margin goals tied to our initial guidance for 2023 were either not met or did not perform as well as expected. The Compensation Committee also noted that corporate sustainability goals related to energy efficiency and our rollout of Smart Home technology were materially completed. Taking into account the level of completion of all of Mr. Argo’s functional goals, the Compensation Committee determined Mr. Argo achieved 80.0% of his functional goals under the 2023 AIP. 2024 PROXY STATEMENT 54 PROPOSAL 2: EXECUTIVE COMPENSATION Table of Contents In order to eliminate the impact of the volatility generated by the price fluctuations of any one market day, the calculations for the three-year TSR returns for MAA and the SNL U.S. REIT Multifamily Index under the 2018 LTIP utilize the average of the closing stock prices in the months of December 2017 and December 2020 as the beginning and ending stock prices for the calculations. COVID-19 RESPONSE MAA believes the best way we can assist our residents during the COVID-19 pandemic is to work with those residents who have lost wages or compensation due to this unprecedented global event so that they can remain in their homes. During 2020, MAA supported our impacted residents in need of assistance by providing interest-free rent deferral (assisting over 8,000 households), waiving late payment fees and waiving lease termination fees. MAA’s on-site leasing offices have remained open throughout the COVID-19 pandemic while adhering to orders and directives issued by state and local governments, interacting with residents through our resident portal and offering virtual touring and self-touring options to prospects when the leasing offices were closed to physical walk-in traffic. MAA continues to support its associates with enhanced leave and sick time policies, enhanced flextime arrangements and additional COVID-19 paid time off, among other benefits. MAA continues to monitor and comply with the various federal, state and local laws, orders and directives issued in response to the COVID-19 pandemic that affect apartment owners and operators. 2020 DIRECT NEO COMPENSATION REALIZED In March 2021, the Compensation Committee reviewed the performance under the 2020 compensation plans for our executive officers in order to determine and make awards thereunder. The following discussion reviews the total compensation realized by our CEO and other NEOs for 2020. COMPENSATION REALIZED UNDER 2020 COMPENSATION PLANS At the March 2021 meeting, the Compensation Committee reviewed the results of the financial metrics under the 2020 AIP and 2020 LTIP (as described in the Compensation Incentive Plan Performance Metric Results section of this Proxy Statement), noting that the performance of the Core FFO per Share metric under the 2020 AIP resulted in a payout between threshold and target and the FAD metric under the 2020 LTIP resulted in a payout at maximum. The committee made no adjustments to either the required performance ranges within the plans or actual performance results to accommodate the impact of the COVID-19 pandemic. In considering the overall performance results of the company within the guidance range provided prior to the onset of the pandemic and the relative total shareholder return outperformance for the year as compared to sector peers, the committee noted that MAA’s strategy and response to the pandemic allowed it to achieve those results while:   § remaining open as an essential business As a result of the previous determinations, the compensation awarded to meet the needs of our residents, § providing interest-free rent deferral assistance to over 8,000 resident households financially impactedCEO by the pandemic, § waiving late payment feesBoard upon recommendation from the Compensation Committee, and early lease termination fees to further support affected residents, § implementing targeted health and safety protocols and procedures to protect residents and associates, § providing enhanced health and well-being benefits to associates, § not furloughing or terminating any associates, § not reducing or delaying 2020 cost of living and salary adjustmentsthe compensation awarded to associates throughout the company, andother NEOs by the Compensation Committee, is provided below. DIRECT COMPENSATION REALIZED IN 2023                 TOTAL   TOTALS AS AWARDED   2023 2023 AIP    DIRECT     SHARES OF   SALARY CORE FFO SS NOI FUNCTIONAL 2023 LTIP (1) 2021 LTIP (1)  COMPENSATION     RESTRICTED   RECEIVED PER SHARE GROWTH GOALS SERVICE FAD 3-YR TSR REALIZED (2) TARGET CASH STOCK Bolton CEO $914,723 $1,743,411  $310,615 N/A $ 858,930 $1,932,594 $2,186,589  $  7,946,862 $6,855,704  $2,968,749         37,023 Campbell CFO $565,802 $   534,058  $142,731  $  172,740 $ 265,559 $   597,675 $   875,066  $  3,153,630 $2,809,745  $1,415,331         12,928 DelPriore CAO $562,469 $   530,912  $141,890 $  176,904 $ 264,079 $   594,179 $   853,418  $  3,123,851 $2,779,421  $1,412,175         12,730 Hill CIO $496,743 $   471,257  N/A  $  258,704 $ 212,985 $   479,484 $   315,443  $  2,234,616 $2,037,256  $1,226,704         7,496 Argo CSAO $375,692 $   239,010 $  63,879 $    65,926 $   74,894 $   168,478 $   141,586  $  1,129,466 $1,033,471  $   744,507           2,863 (1) Represents shares of restricted stock granted or earned in 2023, valued at the closing stock price of $134.46 on December 29, 2023. § adjusting performance objectives for certain key property positions to reward their efforts (2) Total direct compensation realized includes salary received during 2023, short-term bonuses earned under the 2023 AIP, the value (based on the December 29, 2023 closing stock price of $134.46) of service shares and awards earned in relation to the FAD metric (for which the performance period ended on December 31, 2023) under the 2023 LTIP, and awards earned under the 2021 LTIP for the 3-Year TSR metric (for which the performance period ended on December 31, 2023) based on the closing stock price on December 29, 2023 of $134.46. The direct compensation realized in continuing to serve our residents and to reflect revised objectives2023 represents the percent of target opportunities as indicated in light of the pandemic. table below.     2023 AIP           CORE FFO SS NOI FUNCTIONAL 2023 LTIP (2) 2021 LTIP (2)     SALARY (1) PER SHARE GROWTH GOALS SERVICE (3) FAD (3) 3-YR TSR (4) TOTAL Bolton CEO 100% 145% 78% N/A 85% 128% 120% 116% Campbell CFO 100% 145% 78% 94% 85% 128% 120% 112% DelPriore CAO 100% 145% 78% 97% 85% 128% 120% 112% Hill CIO 99% 145% N/A 80% 85% 128% 120% 110% Argo CSAO 103% 145% 78% 80% 85% 128% 120% 109% The 2020 AIP gives the Compensation Committee the power to increase (or decrease) an award up to 25% as long as it does not go over the original capped opportunity. For the reasons described above, the Compensation Committee determined it would be appropriate to utilize the modifier available under the 2020 AIP to increase the award earned from the Core FFO per Share metric by 10% to acknowledge the efforts of the NEOs in responding to the pandemic and the resultant benefits to our residents, associates and other stakeholders. The Compensation Committee also reviewed the achievement of individual functional goals as previously set at the beginning of 2020 for each executive under the 2020 AIP, discussing the performance of the NEOs with our CEO. While our CEO’s opportunity under the 2020 AIP is tied solely to the financial metric, the Compensation Committee also reviewed the achievement of his goals, discussing the results with the Board.   2021 PROXY STATEMENT 51 Table of Contents Following these reviews, the Compensation Committee made the following determinations regarding the level of achievement of the individual functional goals under the 2020 AIP. Albert M. Campbell, III The Compensation Committee found that the majority of ESG initiatives planned for the year, including completing the 2020 GRESB survey for public dissemination and issuing our inaugural Corporate Responsibility Report had been achieved. The Compensation Committee also found that the majority of balance sheet and capital structure targets were successfully accomplished in line with the strategy approved by the Board. The Compensation Committee noted the level of progress related to various information technology platform operating standards and enhancements of cybersecurity and disaster recovery plans, along with other enterprise project management initiatives. The Compensation Committee reviewed the impact of the COVID-19 pandemic on our communications with investors and ability to provide guidance for the year. The Compensation Committee also noted the impact of the COVID-19 pandemic in regards to established expense budget goals, but did not make any adjustments to their findings. After reviewing all of the goals established for Mr. Campbell for 2020, the Compensation Committee determined he achieved 89% of the individual functional goals set for him under the 2020 AIP. Thomas L. Grimes, Jr. The Compensation Committee found that the planned roll-outs of various resident service enhancements were completed, despite the impact of required expanded safety protocols and timing delays resulting from the COVID-19 pandemic. The Compensation Committee also found that recurring and enhancing capital expenditures and operational expenses for the year were below budget. The Compensation Committee determined that the revenue component of the established GOI growth goal for the year was not achieved and while redeveloped units did achieve the targeted return on investment, the level of redevelopment volume established for the year was not fully accomplished. The Compensation Committee noted that the ability to fully achieve some of Mr. Grimes’ goals was impacted by the COVID-19 pandemic, but did not make any adjustments to their findings. After reviewing all of the goals established for Mr. Grimes for 2020, the Compensation Committee determined he achieved 70% of the individual functional goals set for him under the 2020 AIP. Robert J. DelPriore The Compensation Committee found that various policies related to the ESG program had been developed and issued and that the required operational changes from 2019 projects had been successfully rolled out. The Compensation Committee also found that initiatives to strengthen business continuity procedures were completed and noted the level of progress associated with initiatives to enhance data security, record retention and policies. The Compensation Committee reviewed the level of achievement of various leasing and financial targets associated with our commercial operations. The Compensation Committee noted the impact of the COVID-19 pandemic on fully achieving the goals associated with our commercial operations, but did not make any adjustments to their findings. After reviewing all of the goals established for Mr. DelPriore for 2020, the Compensation Committee determined he achieved 88% of the individual functional goals set for him under the 2020 AIP. Melanie Carpenter The Compensation Committee found that various expense targets related to personnel growth and medical insurance were met and that employer liability risks were successfully managed within budget. The Compensation Committee noted the level of progress obtained related to developing and enhancing onboarding procedures, recruitment efforts, strategic career paths, performance reviews and communication tools. The Compensation Committee also noted projects that were deferred in order to accommodate unplanned projects that were necessary to provide focused workplace health and safety guidelines and procedures, and enhanced benefits and time off policies in response to the COVID-19 pandemic. After reviewing all of the goals established for Ms. Carpenter for 2020, the Compensation Committee determined she achieved 95% of the individual functional goals set for her under the 2020 AIP. The performance period for the relative TSR metric under the 2020 LTIP does not end until December 31, 2022 so no award determination was made by the Compensation Committee in regards to this metric for 2020.   2021 PROXY STATEMENT 52 Table of Contents As a result of the previous determinations, the compensation awarded to the CEO by the Board upon recommendation by the Compensation Committee, and the other NEOs by the Compensation Committee, for work performed in 2020 under the 2020 NEO compensation program is provided in the table below.   DIRECT COMPENSATION REALIZED TO DATE FROM 2020 NEO COMPENSATION PROGRAM REMAINING REALIZABLE               TOTAL AS AWARDED TARGET LTIP 3-YR TSR (3)     AIP (1)     TOTAL   SHARES OF   SHARES OF     CORE FFO FUNCTIONAL LTIP (non-cash) (2) COMPENSATION   RESTRICTED VALUE RESTRICTED   SALARY PER SHARE (4) GOALS SERVICE FAD (in Dollars) CASH (1) STOCK (2) (in Dollars) STOCK BOLTON CEO  $  838,420  $  907,875 N/A $ 628,815 $ 1,416,930 $    3,792,040 $ 1,746,295 15,699 $ 1,572,038 12,064 CAMPBELL CFO  $  518,605  $  300,863  $   144,224 $ 285,233 $    643,070 $    1,891,995 $    963,692 7,124 $    713,082 5,472 GRIMES COO  $  531,480  $  184,158  $   312,510 $ 292,314 $    659,035 $    1,979,497 $ 1,028,148 7,300 $    730,785 5,608 DELPRIORE GC  $  505,730  $  293,394  $   139,076 $ 278,152 $    627,105 $    1,843,457 $    938,200 6,946 $    695,379 5,336 CARPENTER CHRO  $  278,100  $  116,155  $     59,458 $   77,868 $    177,984 $       709,565 $    453,713 1,962 $    194,670 1,494 (1) Awards earned under the 2020 AIP are shown in dollars to reflect each NEO’s election to receive 100% of the award in cash. (1) Mr. Argo’s salary received in 2023 includes back pay from the end of 2022, representing the correct timing of a promotion. (2) Awards earned under the 2020 LTIP were issued as shares of restricted stock which (2) The compensation in these columns was awarded in shares of restricted stock that remain at risk of forfeiture until vested, dependent upon the NEO’s continued employment in good standing with MAA through each vest date. (3) The percent of target values reflects the drop in stock price from $157.74 on the January 4, 2023 grant date (the target value) to $134.46 at the close of business on December 29, 2023. The value of these shares will continue to increase or decrease in relation to the returns achieved for shareholders. (4) The percent of target values reflects the increase in stock price from $122.71 on the January 4, 2021 grant date (the target value) to $134.46 at the close of business on December 29, 2023. The value of these shares will continue to increase or decrease in relation to the returns achieved for shareholders. OTHER COMPENSATION ELEMENTS BENEFITS  In addition to their direct compensation, the NEOs also participate in benefit programs, which are generally available to all of our associates, dependent upon the NEO’s continued employmentspecific eligibility requirements related to each. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service. 401(K) PLAN  Our CEO and other NEOs are eligible to participate in good standingour 401(K) Plan, a qualified retirement plan made available to all of our eligible associates that allows participants to make pre-tax elective deferral contributions as a percentage of their compensation as well as catch-up contributions in any year in which the participant will be at least age 50 by the end of the year. For 2023, MAA made matching contributions under the 401(K) Plan of 100% of a participant’s contribution on the first 3% of their compensation and 50% of a participant’s contribution on the next 2% of their compensation. Participants may defer up to 75% of their compensation under the 401(K) Plan until they reach the limitation imposed by Section 401(a) of the Code, for the given year. Under the terms of the 401(K) Plan, benefits generally start on or after the date the participant reaches the age of 65. Under the law, participants must begin receiving benefits by April 1st following the later of the calendar year in which a participant reaches the age of 72 (73 if a participant reached the age of 72 after December 31, 2022,) or retires. Additional information and NEO participation during 2023 can be found on page 63. 2024 PROXY STATEMENT 55 PROPOSAL 2: EXECUTIVE COMPENSATION EXECUTIVE DEFERRED COMPENSATION PLAN  Our CEO and other NEOs are eligible to participate in the Executive Deferred Compensation Plan, which is a supplemental nonqualified deferred compensation plan made available to all executives to enable them to accumulate additional retirement benefits beyond the limitations on participant contributions placed on the 401(K) Plan. MAA, at its discretion, may make matching contributions in accordance with the matching contribution formula in the 401(K) Plan. As such, in 2023, MAA through each vest date. Service sharesmade matching contributions under the Executive Deferred Compensation Plan of 100% of a participant’s contribution on the first 3% of their compensation and 50% of a participant’s contribution on the next 2% of their compensation. The matching contributions were issuedmade only on January 9, 2020compensation that was in excess of the limitation imposed by Section 401(a) of the Code on the 401(K) Plan that would have been eligible for the match. Participants may defer up to 50% of their compensation and will vest90% of their annual bonus. In accordance with the Executive Deferred Compensation Plan, distributions for balances prior to 2016 are made in threefive equal annual installments beginning on the anniversaryfirst day following the sixth full month occurring after the earliest of death, disability, or separation from service. Balances from 2016 and forward will be distributed in compliance with the issuance date. FAD shares were issued on April 1, 2021 and will vestparticipant’s previous elections for the specific contributions in twothe form of either a lump-sum payment or substantially equal annual installments amortized over a period not to exceed ten years beginning on the anniversarylater of January 1st or six months and a day after the participant’s separation from service. Notwithstanding the foregoing, in the case of a participant who becomes entitled to receive benefits on account of disability, the balances from 2016 and forward will be paid in a lump sum on or after the 15th of the issuancefirst month following determination of disability. Unlike contributions made in the 401(K) Plan, the deferred compensation amounts contributed by our NEOs and any resultant matches by MAA, are considered general assets of the company and are subject to claims of MAA’s creditors. In 2016, MAA transferred the assets of the Executive Deferred Compensation Plan to an irrevocable rabbi trust to offer some security to the participants. While assets in the rabbi trust are still subject to creditors’ claims in a corporate bankruptcy, they cannot be accessed by MAA for any purpose other than to pay participant benefits under the Executive Deferred Compensation Plan. Additional information and NEO participation during 2023 can be found on page 64. EMPLOYMENT AGREEMENTS  Mr. Bolton is our only NEO with an employment agreement. The material terms of his employment agreement and amounts payable under that agreement are described on pages 65-66. CHANGE IN CONTROL AGREEMENTS  Messrs. Campbell, DelPriore, Hill and Argo have change in control agreements. These change in control agreements and the amounts payable under the agreements are described on pages 65-66. TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION  Section 162(m) of the Code historically limited the tax deductibility of annual compensation paid by a publicly held corporation to its “covered employees,” which Section 162(m) defines as the corporation’s principal executive officer or any of its three other most highly compensated executive officers (other than its principal financial officer), to $1 million, unless the compensation qualified as performance-based compensation under Section 162(m). Under the Tax Cuts and Jobs Act of 2017, this “performance-based” exception was eliminated, and the definition of “covered employees” generally was expanded to cover all named executive officers, including the principal financial officer. These new rules generally apply to taxable years beginning after December 31, 2017, but do not apply to compensation provided pursuant to a written, binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. (3) The performance period forAmerican Rescue Plan Act of 2021 amended Section 162(m) of the 2020 LTIP relative TSR, which is 2020 – 2022, has not yet completed. Any awards earnedCode to expand the covered employees subject to its compensation deduction limitation. Pursuant to the amendment, five additional employees will be issuedcovered each year, and such employees need not be executive officers of the company. In addition, any employee identified as the CEO, CFO, or the next three highest-paid employees in sharesany applicable year would remain a covered employee indefinitely. The new rule would apply to taxable years beginning after December 31, 2026. Since MAA qualifies as a REIT under the Code and is generally not subject to federal income taxes, we believe the payment of restricted stockcompensation that may exceed the deduction limit under Section 162(m) would not have a material adverse consequence to us, provided we continue to distribute 100% of our taxable income. If we make compensation payments subject to Section 162(m) limitations on April 3, 2023, based ondeductibility, we may be required to make additional distributions to shareholders to comply with our REIT distribution requirements and eliminate our U.S. federal income tax liability or, alternatively, a larger portion of shareholder distributions that would otherwise have been treated as a return of capital may be subject to federal income tax treatment as dividend income. Although we are mindful of the grant date closing stock pricelimits imposed by Section 162(m), even if it is determined that Section 162(m) applies or may apply to certain of $130.30our compensation packages, we have reserved, and will immediately vest upon issuance.continue to reserve, the right to structure our compensation packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m). 2024 PROXY STATEMENT 56 (4) Includes a 10% award modifier to recognize efforts in response to COVID-19 and resultant outperformance of peers. See page 51 for a full discussion. The above realized compensation represents the percent of target and maximum direct compensation opportunities as indicated in the table below. The Core FFO per Share values include the impact of the 10% award modifier.     AIP LTIP     AS A PERCENT OF TARGET AS A PERCENT OF MAXIMUM AS A PERCENT OF TARGET AS A PERCENT OF MAXIMUM     CORE FFO FUNCTIONAL   CORE FFO FUNCTIONAL    SERVICE   3-YR   SERVICE   3-YR     SALARY PER SHARE GOALS (1) TOTAL PER SHARE GOALS (1) TOTAL (2) FAD (2) TSR (3) TOTAL (2) FAD (2) TSR (3) TOTAL BOLTON CEO 100% 62% N/A 62% 41% N/A 41% 100% 150% 0% 65% 100% 100% 0% 46% CAMPBELL CFO 100% 62% 89% 69% 39% 89% 48% 100% 150% 0% 65% 100% 100% 0% 46% GRIMES COO 100% 62% 70% 67% 28% 70% 44% 100% 150% 0% 65% 100% 100% 0% 46% DELPRIORE GC 100% 62% 88% 68% 39% 88% 48% 100% 150% 0% 65% 100% 100% 0% 46% CARPENTER CHRO 100% 62% 95% 70% 37% 95% 47% 100% 152% 0% 66% 100% 100% 0% 46% (1) Award opportunities for the Individual functional goals component under the 2020 AIP are capped at the target level. (2) The compensation in these columns was awarded in shares of restricted stock that remain at risk of forfeiture until vested, dependent upon the NEO’s continued employment in good standing with MAA through each vest date. (3) No awards have been made under the relative TSR metric under the 2020 LTIP as the performance period does not end until December 31, 2022. OTHER DIRECT COMPENSATION REALIZED IN 2020 2018 LTIP Three-Year TSR Metric The performance period for the 2018 LTIP TSR metric concluded on December 31, 2020. Under the 2018 LTIP, awards for the market metric, a three-year compounded annualized relative total shareholder return, are dependent on a range of results based on the comparable performance of the SNL U.S. REIT Multifamily Index with target set at the index performance, threshold set at 300 basis points below the performance of the index and maximum set at 400 basis points above the performance of the index. At the March 2021 meeting, the Compensation Committee reviewed the results of the market metric under the 2018 LTIP (as described in the Compensation Incentive Plan Performance Metric Results section on page 50), noting that MAA’s three-year compound annualized TSR of 10.70%, as calculated under the 2018 LTIP, outperformed the three-year SNL US REIT Multifamily Index of 2.63%, calculated in the same manner, by 807 basis points, resulting in a performance above the maximum level and payout at the cap for the metric. As a result, the Compensation Committee approved the below awards in compliance with the 2018 LTIP. No further awards are eligible to be made under the 2018 LTIP.   Shares of   Percent of   Restricted   Opportunity Earned   Stock Issued (1)   Target   Maximum BOLTON CEO                18,353   154%   100% CAMPBELL CFO                  8,914   154%   100% GRIMES COO                  9,137   154%   100% DELPRIORE GC                  7,450   154%   100% CARPENTER CHRO                  2,302   154%   100% PROPOSAL 2: EXECUTIVE COMPENSATION (1) Earned performance-based shares of restricted stock immediately vested upon issuance on April 1, 2021.     2021 PROXY STATEMENT 53 CONCLUSION  Table of Contents OTHER COMPENSATION ELEMENTS BENEFITS In addition to their direct compensation, our executives also participate in benefit programs, which are generally available to all of our associates, depending on specific eligibility requirements related to each. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with us. 401(K) PLAN Our CEO and other NEOs are eligible to participate in our 401(K) Plan. The 401(K) Plan is a qualified retirement plan made available to all of our eligible associates that allows participants to make pre-tax elective deferral contributions as a percentage of their compensation as well as catch-up contributions in any year in which the participant will be at least 50 by the end of the year. For 2020, MAA made matching contributions under the 401(K) Plan of 100% of a participant’s contribution on the first 3% of their compensation and 50% of a participant’s contribution on the next 2% of their compensation. Participants may defer up to 75% of their compensation under the 401(K) Plan until they reach the limitation imposed by Section 401(a) of the Code, for the given year. Under the terms of the 401(K) Plan, benefits generally start on or after the date the participant reaches the age of 65. Under the law, participants must begin receiving benefits by April 1st following the later of the calendar year in which a participant reaches the age of 70½, if the participant reached the age of 70½ before January 1, 2020, 72, if the participant does not reach the age of 70½ before January 1, 2020, or stops working for MAA. Additional information and NEO participation during 2020 can be found on page 61 under the heading 401(K) Plan in the Executive Compensation Tables section of this Proxy Statement. EXECUTIVE DEFERRED COMPENSATION PLAN Our CEO and other NEOs are eligible to participate in the Executive Deferred Compensation Plan, which is a supplemental nonqualified deferred compensation plan made available to all executives to enable them to accumulate additional retirement benefits beyond the limitations on participant contributions placed on the 401(K) Plan. MAA, at its discretion, may make matching contributions in accordance with the matching contribution formula in the 401(K) Plan. As such, in 2020, MAA made matching contributions under the Executive Deferred Compensation Plan of 100% of a participant’s contribution on the first 3% of their compensation and 50% of a participant’s contribution on the next 2% of their compensation. The matching contributions were made only on compensation that was in excess of the limitation imposed by Section 401(a) of the Code on the 401(K) Plan that would have been eligible for the match. Participants may defer up to 50% of their compensation and 90% of their annual bonus. In accordance with the Executive Deferred Compensation Plan, distributions for balances prior to 2016 are made in five equal annual installments beginning on the first day following the sixth full month occurring after the earliest of death, disability, or separation from service. Balances from 2016 and forward will be distributed in compliance with the participant’s previous elections for the specific contributions in the form of either a lump-sum payment or substantially equal annual installments amortized over a period not to exceed ten years beginning on the later of January 1st or six months and a day after the participant’s separation from service. Notwithstanding the foregoing, in the case of a participant who becomes entitled to receive benefits on account of disability, the balances from 2016 and forward will be paid in a lump sum on or after the 15th of the first month following determination of disability. Unlike contributions made in the 401(K) Plan, the deferred compensation amounts contributed by Messrs. Bolton, Campbell, Grimes, and DelPriore and Ms. Carpenter, and any resultant matches by MAA, are considered general assets of the company and are subject to claims of MAA’s creditors. In 2016, MAA transferred the assets of the Executive Deferred Compensation Plan to an irrevocable rabbi trust to offer some security to the participants. While assets in the rabbi trust are still subject to creditors’ claims in a corporate bankruptcy, they cannot be accessed by MAA for any purpose other than to pay participant benefits under the Executive Deferred Compensation Plan. Additional information and NEO participation during 2020 can be found on page 62 under the heading Executive Deferred Compensation Plan in the Executive Compensation Tables section of this Proxy Statement.   2021 PROXY STATEMENT 54 Table of Contents EMPLOYMENT AGREEMENTS Mr. Bolton is our only NEO with an employment agreement. The material terms of his employment agreement and amounts payable under that agreement are described in Employment Agreements and Potential Payments Upon Termination or Change in Control on pages 63-64 of this Proxy Statement. CHANGE IN CONTROL AGREEMENTS Messrs. Campbell, Grimes and DelPriore and Ms. Carpenter have change in control agreements. These change in control agreements and the amounts payable under the agreements are described in Employment Agreements and Potential Payments Upon Termination or Change in Control on pages 63-64 of this Proxy Statement. TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION Section 162(m) of the Code historically limited the tax deductibility of annual compensation paid by a publicly held corporation to its “covered employees,” which Section 162(m) defines as the corporation’s principal executive officer or any of its three other most highly compensated executive officers (other than its principal financial officer), to $1 million, unless the compensation qualified as performance-based compensation under Section 162(m). Under the Tax Cuts and Jobs Act of 2017, this “performance-based” exception was eliminated, and the definition of “covered employees” generally was expanded to cover all named executive officers, including the principal financial officer. These new rules generally apply to taxable years beginning after December 31, 2017, but do not apply to compensation provided pursuant to a written, binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. Since MAA qualifies as a REIT under the Code and is generally not subject to federal income taxes, we believe the payment of compensation that may exceed the deduction limit under Section 162(m) would not have a material adverse consequence to us, provided we continue to distribute 100% of our taxable income. If we make compensation payments subject to Section 162(m) limitations on deductibility, we may be required to make additional distributions to shareholders to comply with our REIT distribution requirements and eliminate our U.S. federal income tax liability or, alternatively, a larger portion of shareholder distributions that would otherwise have been treated as a return of capital may be subject to federal income tax treatment as dividend income. Although we are mindful of the limits imposed by Section 162(m), even if it is determined that Section 162(m) applies or may apply to certain of our compensation packages, we have reserved, and will continue to reserve, the right to structure our compensation packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m). CONCLUSION The Compensation Committee believes that our executive leadership is a key element in our ability to execute our strategy and that the executive compensation packages are a key element in attracting, retaining and motivating the appropriate personnel. The Compensation Committee believes it has historically maintained compensation for our executive officers at levels that reflect the talent and success of the individuals being compensated, and with the majority of the compensation opportunities being directly tied to performance, the Compensation Committee believes executive compensation appropriately focuses and motivates executive performance and is sufficiently comparable to our industry peers to allow us to retain our key personnel at levels which are appropriate and sustainable for MAA. The Compensation Committee will continue to develop, analyze and review its methods for aligning executive management’s long-term compensation with the benefits generated for shareholders. The Compensation Committee believes the idea of creating ownership in MAA helps align management’s interests with the interests of shareholders. The Compensation Committee has no pre-determined timeline for implementing new or ongoing long-term incentive plans. New plans are reviewed, discussed and implemented as the Compensation Committee feels it is necessary or appropriate as a measure to incent, retain and reward our executive management.    2021 PROXY STATEMENT 55 The Compensation Committee believes that our executive leadership is a key component of our ability to successfully execute on our strategy to deliver sustainable and growing value to our shareholders. As such, designing an executive compensation program that attracts, retains and motivates individuals with the right skills and abilities to execute our strategy while also balancing cost to MAA and its shareholders, preserves the ability to maintain compensation levels over the long-term and minimize risks associated with incentive compensation plans is critically important. Table of Contents COMPENSATION COMMITTEE REPORT The Compensation Committee of the Board of MAA reviewed and discussed with management the information contained in the Compensation Discussion and Analysis section of this Proxy Statement and recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement and our Annual Report on Form 10-K. COMPENSATION COMMITTEE: Philip W. Norwood, CHAIRMAN Toni Jennings Monica McGurk Thomas H. Lowder Claude B. Nielsen EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned by our NEOs. As required by Item 402 of Regulation S-K under the Exchange Act, the values for stock awards represent full grant date fair value in accordance with FASB ASC Topic 718 and appear in aggregate in the year of the grant. These amounts represent the total expense that we expected to recognize over time related to the award as of the day of grant; however, due to performance requirements, the length of certain performance periods, vesting schedules and continued employment requirements, the amounts may or may not represent the value of stock realized by the NEOs, or the timing of stock acquired by the NEOs. For information on actual shares issued to NEOs related to the fair value amounts provided in the below table, please see the footnotes to this table and the Outstanding Equity Awards at Fiscal Year End table found on page 59 of this Proxy Statement. Ms. Carpenter was determined to meet the requirements to be considered a NEO of MAA in December 2020. As a newly designated NEO, under the disclosure requirements of the SEC, the tables in this Executive Compensation Tables section of this Proxy Statement only contain compensation information for Ms. Carpenter for fiscal year 2020, the year in which she was designated a NEO.           Non-Equity               Incentive             Stock Plan All Other       Salary Bonus Awards Compensation Compensation   Name and   ($) ($) ($) ($) ($) Total Principal Position Year (1) (2) (3) (4) (5) ($) H. Eric Bolton, Jr. 2020  $  837,481  $    500  $  2,852,176  $       907,875  $       127,280  $  4,725,312 CEO 2019  $  812,500  $    500  $  2,661,372  $    2,157,100  $       104,426  $  5,735,898   2018  $  775,000  $    500  $  2,182,245  $    1,603,088  $         99,319  $  4,660,152 Albert M. Campbell, III 2020  $  518,024  $    500  $  1,293,569  $       445,087  $         60,160  $  2,317,340 EVP and CFO 2019  $  502,750  $    500  $  1,207,041  $       900,006  $         48,514  $  2,658,811   2018  $  484,000  $ 1,871  $  1,060,008  $       619,314  $         45,751  $  2,210,944 Thomas L. Grimes, Jr. 2020  $  530,885  $    500  $  1,325,684  $       496,668  $         67,909  $  2,421,646 EVP and COO 2019  $  515,234  $    500  $  1,237,007  $    1,083,600  $         54,860  $  2,891,201   2018  $  496,100  $    500  $  1,086,509  $       769,493  $         48,497  $  2,401,099 Robert J. DelPriore 2020  $  505,164  $    400  $  1,261,455  $       432,470  $         58,689  $  2,258,178 EVP and GC 2019  $  490,265  $    400  $  1,177,075  $       883,801  $         46,573  $  2,598,114   2018  $  471,900  $    400  $     885,851  $       598,523  $         44,125  $  2,000,799 Melanie Carpenter 2020  $  277,789  $ 1,767  $     357,868  $       175,613  $         26,599  $     839,636 EVP and CHRO               (1) Represents base salary paid during The Compensation Committee believes it has historically maintained compensation for our executive officers at levels that reflect the calendar year indicated. These values may differ slightly fromtalent and success of the base salary amounts set byindividuals being compensated, is sufficiently comparable to our industry peers to allow us to retain our key personnel at levels which are appropriate and sustainable for MAA, and, with the majority of the compensation opportunities being directly tied to performance, appropriately focuses and motivates executive endeavors to fully realize our long-term strategy. The Compensation Committee believes the idea of creating ownership in MAA helps align management’s interests with the interests of shareholders and will continue to develop, analyze and review its methods for aligning executive management’s long-term compensation with the benefits generated for shareholders. The Compensation Committee has no pre-determined timeline for implementing new or ongoing long-term incentive plans. New plans are reviewed, discussed and implemented as the Compensation Committee feels it is necessary or appropriate as a measure to incent, retain and reward our executive management. COMPENSATION COMMITTEE REPORT  The Compensation Committee of the Board as a resultof MAA reviewed and discussed with management the information contained in the Compensation Discussion and Analysis section of this Proxy Statement and recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement and our Annual Report on Form 10-K. COMPENSATION COMMITTEE:  Toni Jennings, CHAIRMAN  Deborah H. Caplan  John P. Case  Thomas H. Lowder  Claude B. Nielsen 2024 PROXY STATEMENT 57 PROPOSAL 2: EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE  The below table sets forth information regarding compensation earned by our NEOs. As required by Item 402 of Regulation S-K under the Exchange Act, the values for stock awards represent the full grant date fair value of such awards determined in accordance with FASB ASC Topic 718 and appear in aggregate in the year of the grant. These amounts represent the total expense that MAA expects to recognize over time related to the award as of the grant date; however, due to performance requirements, the length of certain performance periods, vesting schedules and continued employment requirements, the amounts may or may not represent the actual numbervalue of pay periodsstock realized by the NEOs, if at all, or the timing of stock acquired by the NEOs. For information on actual shares issued to NEOs related to the fair value amounts provided in the below table, see the footnotes to this table and the Outstanding Equity Awards at Fiscal Year-End table found on page 61. Mr. Argo was determined to meet the requirements to be considered an NEO of MAA in December 2023. As a newer designated NEO, under the disclosure requirements of the SEC, the tables in this Executive Compensation Tables section of this Proxy Statement only contain compensation information for Mr. Argo for fiscal year 2023, the year in which fall in any given calendar year. he was designated an NEO.   2021 PROXY STATEMENT 56                             Non-Equity                                     Stock     Incentive Plan     All Other                   Salary     Bonus     Awards     Compensation     Compensation         Name and         ($)     ($)     ($)     ($)     ($)     Total   Principal Position     Year     (1)     (2)   (3)   (4)   (5)   ($)   H. Eric Bolton, Jr.     2023     $ 914,723     $ 500     $ 4,728,342     $ 2,054,026     $ 318,174     $ 8,015,765   CEO     2022     $ 879,857     $ 600     $ 4,123,473     $ 3,082,955     $ 282,132     $ 8,369,017         2021     $ 854,543     $ 700     $ 3,742,806     $ 2,993,160     $ 76,446     $ 7,667,655   Albert M. Campbell, III     2023     $ 565,802     $ 500     $ 1,462,358     $ 849,529     $ 128,926     $ 3,007,115   EVP and CFO     2022     $ 544,236     $ 600     $ 1,402,816     $ 1,227,130     $ 129,183     $ 3,303,965         2021     $ 528,578     $ 700     $ 1,498,016     $ 1,196,907     $ 41,624     $ 3,265,825   Robert J. DelPriore     2023     $ 562,469     $ 500     $ 1,453,743     $ 849,706     $ 127,785     $ 2,994,203   EVP and CAO     2022     $ 540,645     $ 400     $ 1,394,553     $ 1,223,422     $ 126,006     $ 3,285,026         2021     $ 515,456     $ 600     $ 1,460,827     $ 1,167,142     $ 40,465     $ 3,184,490   A. Bradley Hill     2023     $ 496,743     $ 500     $ 1,173,086     $ 729,960     $ 77,904     $ 2,478,193   EVP and CIO     2022     $ 413,067     $ 600     $ 777,372     $ 787,955     $ 63,966     $ 2,042,960         2021     $ 351,811     $ 700     $ 540,081     $ 692,218     $ 30,222     $ 1,615,032   Timothy Argo     2023     $ 375,692     $ 500     $ 412,506     $ 368,815     $ 40,813     $ 1,198,326   EVP and CSAO                                                           (1) Represents salary paid during the calendar year indicated. These values may differ slightly from the base salary amounts set by the Compensation Committee of the Board as a result of the actual number of pay periods which fall in any given calendar year. (2) Reflects an annual holiday bonus paid to all associates based on length of service and, based on health insurance selected by the NEO, a wellness incentive available to all associates within a certain health insurance option offered by MAA. Table of Contents (2) Reflects an annual holiday bonus paid to all associates based on length of service. Ms. Carpenter’s 2020 value and Mr. Campbell’s 2018 value also reflect a special length of service bonus which is awarded to all associates upon twenty years of service to MAA. (3) (3) Represents the aggregate grant date fair value based upon probable outcome in accordance with FASB ASC Topic 718 in the year of the grant. For a complete description of the assumptions made in determining the FASB ASC Topic 718 valuation, refer to the note titled Stock-Based Compensation to the consolidated financial statements included in our Annual Report on Form 10-K for the indicated fiscal year. Additional details for each grant can be found in the table to the right. For purposes of the table, shares issued in 2024 are classified as Shares Earned as of December 31, 2023 as long as the performance period for the resultant share issuance was completed by December 31, 2023. In addition, the Maximum Opportunity amounts provided in the table represent the total cap amount in each plan, as applicable, by the Compensation Committee and will not necessarily tie to the FASB ASC Topic 718 amount reflected in the Summary Compensation Table.       Maximum Opportunity as Granted     Shares  Earned      Maximum  Future                Number     as of     Share   Year     In Dollars     Of Shares     12/31/2023     Opportunity   2023 LTIP                           Bolton     $ 8,313,408       52,702       20,761       31,941   Campbell     $ 2,571,129       16,298       6,420       9,878   DelPriore     $ 2,555,983       16,203       6,383       9,820   Hill     $ 2,062,529       13,074       5,150       7,924   Argo     $ 725,272       4,596       1,810       2,786   2022 LTIP                                   Bolton     $ 7,266,963       31,956       12,588       19,368   Campbell     $ 2,472,238       10,871       4,282       6,589   DelPriore     $ 2,457,677       10,807       4,257       6,550   Hill     $ 1,369,995       6,024       2,373       3,651   2021 LTIP                                   Bolton     $ 5,997,006       48,870       35,513       -   Campbell     $ 2,400,233       19,558       14,212       -   DelPriore     $ 2,340,647       19,074       13,861       -   Hill     $ 865,358       7,050       5,123       -   2024 PROXY STATEMENT 58 PROPOSAL 2: EXECUTIVE COMPENSATION (4) Represents cash bonuses paid under the AIPs. (5) Represents matching contributions made by MAA to the Executive Deferred Compensation Plan and 401(K) Plan as detailed in the table below.       Deferred                     Comp Plan     401(K) Plan     Total   2023                           Bolton     $ 152,814     $ 13,200     $ 166,014   Campbell     $ 60,737     $ 13,200     $ 73,937   DelPriore     $ 60,422     $ 13,200     $ 73,622   Hill     $ 36,634     $ 13,200     $ 49,834   Argo     $ 16,062     $ 14,052     $ 30,114   2022                           Bolton     $ 131,955     $ 12,200     $ 144,155   Campbell     $ 59,759     $ 12,200     $ 71,959   DelPriore     $ 58,346     $ 12,200     $ 70,546   Hill     $ 29,972     $ 12,200     $ 42,172   2021                           Bolton     $ 64,846     $ 11,600     $ 76,446   Campbell     $ 30,024     $ 11,600     $ 41,624   DelPriore     $ 28,865     $ 11,600     $ 40,465   Hill     $ 18,622     $ 11,600     $ 30,222   The remaining balances in this column represent dividends paid on unvested shares of restricted stock that were not included in the grant date fair value amounts (determined in accordance with FASB ASC Topic 718) in the Stock Awards column. 2024 PROXY STATEMENT 59 PROPOSAL 2: EXECUTIVE COMPENSATION GRANTS OF PLAN-BASED AWARDS  The following table summarizes grants of plan-based awards made to our NEOs during 2023.       Estimated Future Payouts Estimated Future Payouts Grant Date       Under Non-Equity Incentive Under Equity Incentive Fair Value of       Plan Awards (1) Plan Awards (2) Stock Awards   Grant Grant Threshold Target Maximum Threshold Target Maximum (3) Name Type Date ($) ($) ($) (#) (#) (#) ($) Bolton AIP 12/13/2022 $ 400,784 $ 1,603,136 $ 3,206,273         CEO LTIP 1/4/2023       12,775 31,940       52,702 $  4,728,342 Campbell AIP 12/13/2022 $ 322,305 $    736,632 $ 1,289,106         CFO LTIP 1/4/2023       3,950 9,877 16,298 $  1,462,358 DelPriore AIP 12/13/2022 $ 320,406 $    732,292 $ 1,281,512         CAO LTIP 1/4/2023       3,927 9,820 16,203 $  1,453,743 Hill AIP 12/13/2022 $ 406,256 $    650,010 $    975,014         CIO LTIP 1/4/2023       3,168 7,923 13,074 $  1,173,086 Argo AIP 12/13/2022 $ 144,249 $    329,669 $    576,921         CSAO LTIP 1/4/2023       1,113 2,785 4,596 $     412,506 (1) On December 13, 2022, the Compensation Committee, and in regards to Mr. Bolton’s participation, the Board, approved the 2023 AIP for executive management. (2) The Compensation Committee, and in regards to Mr. Bolton’s participation, the Board, approved the 2023 LTIP with a grant date of January 4, 2023. The 2023 LTIP consists of three award opportunities as outlined below. (i) The actual shares of restricted stock presented in the table to the right were issued on the grant date and remain at risk of forfeiture until vested. The shares will vest equally over three years on the anniversary of the issuance date dependent upon continued employment in good standing through each vest date. The shares of restricted stock will receive dividend payments equivalent to dividend payments made to our common shareholders until the restricted shares vest or are forfeited. Actual Service-Based Shares Bolton 6,388 Campbell   1,975 DelPriore   1,964 Hill   1,584 Argo      557 (ii) The actual shares of restricted stock presented in the table to the right represent the performance shares earned based on our FAD results during fiscal year 2023 and were issued on April 4, 2024. The shares will vest equally over two years on the anniversary of the issue date dependent upon continued employment in good standing through each vest date and remain at risk of forfeiture until vested. The issued shares of restricted stock will receive dividend payments equivalent to dividend payments made to our common shareholders until the restricted share vest or are forfeited. The performance shares did not receive dividend payments or dividend equivalents during the performance period.   FAD Performance Shares   Actual Threshold Target Maximum Bolton 14,373 2,395 9,582   14,373 Campbell  4,445     741 2,963       4,445 DelPriore  4,419          736 2,946       4,419 Hill  3,566          594 2,377       3,566 Argo  1,253          208 835       1,253 (iii) Shares of restricted stock representing performance shares based on our relative three-year TSR performance from 2023 through 2025 as compared to the performance of the Dow Jones US Real Estate Apartments Index over the same period, will be issued, to the extent earned, on April 4, 2026. Any shares of restricted stock issued will immediately vest upon issuance. The performance shares will not receive dividend payments or dividend equivalents during the performance period.   TSR Performance Shares   Threshold Target Maximum Bolton 3,992 15,970  31,941 Campbell       1,234   4,939       9,878 DelPriore       1,227   4,910       9,820 Hill       990   3,962       7,924 Argo 348    1,393         2,786 (3) These amounts are also reflected in the Summary Compensation Table under “Stock Awards”. 2024 PROXY STATEMENT 60 PROPOSAL 2: EXECUTIVE COMPENSATION OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END  The below table summarizes the number of unvested outstanding equity awards held by each of our NEOs as of December 31, 2023, including awards earned as of December 31, 2023 but not issued until 2024, as well as the market value of the awards as of December 31, 2023, based on the closing stock price of $134.46 on December 29, 2023. These awards are often related to long-term incentive plans with performance periods in prior years. Frequently, the shares were also issued in prior years and are subject to various vesting periods through which the shares remain forfeitable, contingent upon continued employment in good standing through each respective vest date. Please refer to the footnotes of the table for further details. None of our NEOs hold any stock options.     Stock Awards     Number of   Market Value of     Shares or Units of   Shares or Units of   Grant Stock That Have   Stock That Have Name Date Not Vested (#)   Not Vested ($) Bolton 1/4/2021                     1,975 (1) $             265,559 CEO 1/4/2021                     6,664 (2)  $             896,041   1/4/2021                  16,262 (3)  $          2,186,589   1/4/2022                     2,583 (4)  $             347,310   1/4/2022                     8,715 (5)  $          1,171,819   1/4/2023                     6,388 (6)  $             858,930   1/4/2023                  14,373 (7)  $          1,932,594 Campbell 1/4/2021                        791 (1)  $             106,358 CFO 1/4/2021                     2,667 (2)  $             358,605   1/4/2021                     6,508 (3)  $             875,066   1/4/2022                        879 (4)  $             118,190   1/4/2022                     2,965 (5)  $             398,674   1/4/2023                     1,975 (6)  $             265,559   1/4/2023                     4,445 (7)  $             597,675 DelPriore 1/4/2021                        771 (1)  $             103,669 CAO 1/4/2021                     2,601 (2)  $             349,730   1/4/2021                     6,347 (3)  $             853,418   1/4/2022                        874 (4)  $             117,518   1/4/2022                     2,947 (5)  $             396,254   1/4/2023                     1,964 (6)  $             264,079   1/4/2023                     4,419 (7)  $             594,179 Hill 1/4/2021                        285 (1)  $               38,321 CIO 1/4/2021                        962 (2)  $             129,351   1/4/2021                     2,346 (3)  $             315,443   1/4/2022                        487 (4)  $               65,482   1/4/2022                     1,643 (5)  $             220,918   1/4/2023                     1,584 (6)  $             212,985   1/4/2023                     3,566 (7)  $             479,484 Argo 1/4/2021                        128 (1)  $               17,211 CSAO 1/4/2021                      432 (2)  $               58,087   1/4/2021 1,053 (3)  $             141,586   1/4/2022                      179 (4)  $               24,068   1/4/2022                        604 (5)  $               81,214   1/4/2023 557 (6)  $               74,894   1/4/2023 1,253 (7)  $             168,478 (1) Represents the remaining unvested restricted service-based shares issued on January 4, 2021 under the 2021 LTIP, which vest equally over three years on the anniversary of the issuance date. (2) Represents the restricted shares issued on April 1, 2022 under the 2021 LTIP related to the performance of the MAA financial metric, which vest equally over two years on the anniversary of the issuance date. (3) Represents restricted shares which were earned as of December 31, 2023 but not issued until April 1, 2024 under the 2021 LTIP related to the performance under the TSR metric, which immediately vested upon issuance. (4) Represents the remaining unvested restricted service-based shares issued on January 4, 2022 under the 2022 LTIP, which vest equally over three years on the anniversary of the issuance date. (5) Represents the restricted shares issued on April 3, 2023 under the 2022 LTIP related to the performance of the MAA financial metric, which vest equally over two years on the anniversary of the issuance date. (6) Represents the remaining unvested restricted service-based shares issued on January 4, 2023 under the 2023 LTIP, which vest equally over three years on the anniversary of the issuance date. (7) Represents the restricted shares earned on December 31, 2023 but not issued until April 1, 2024 under the 2023 LTIP related to the performance of the MAA financial metric, which vest equally over two years on the anniversary of the issuance date. 2024 PROXY STATEMENT 61 PROPOSAL 2: EXECUTIVE COMPENSATION OPTION EXERCISES AND STOCK VESTED  The following table summarizes the number of shares acquired upon the vesting of stock awards and the value realized by our NEOs, as a result of such vestings, during 2023. None of our NEOs hold any stock options. Accordingly, no options were exercised in 2023 by our NEOs.   Stock Awards   Number of Shares     Acquired on Value Realized Name Vesting (#) (1) on Vesting ($) (2) Bolton CEO               36,524  $       5,530,923 Campbell CFO               16,004  $       2,422,281 DelPriore CAO               15,517  $       2,348,194 Hill CIO                 5,878  $          890,150 Argo CSAO                 1,684  $          256,277 (1) The shares represented in this column vested from various plans as indicated in the below table.     ASC 718 Stock Shares Vested Remaining   Name Plan Grant Date Issue Date Granted in 2023 (3) Unvested Vesting Schedule Bolton 2018 LTIP 1/9/2018 1/9/2018       7,341       1,469                      -    20% annually from 1/9/2019 Campbell 2018 LTIP 1/9/2018 1/9/2018       3,565           713                      -    20% annually from 1/9/2019 DelPriore 2018 LTIP 1/9/2018 1/9/2018       2,980           596                      -    20% annually from 1/9/2019 Hill 2018 LTIP 1/9/2018 1/9/2018       1,263           253                      -    20% annually from 1/9/2019 Argo 2018 LTIP 1/9/2018 1/9/2018           520           104                      -    20% annually from 1/9/2019 Bolton 2020 LTIP 1/9/2020 1/9/2020       4,825       1,609                      -    33.33% annually from 1/9/2021 Campbell 2020 LTIP 1/9/2020 1/9/2020       2,189           730                      -    33.33% annually from 1/9/2021 DelPriore 2020 LTIP 1/9/2020 1/9/2020       2,134           712                      -    33.33% annually from 1/9/2021 Hill 2020 LTIP 1/9/2020 1/9/2020           789           264                      -    33.33% annually from 1/9/2021 Argo 2020 LTIP 1/9/2020 1/9/2020           429           144                      -    33.33% annually from 1/9/2021 Bolton 2020 LTIP 1/9/2020 4/1/2021    10,874       5,437                      -    50% annually from 4/1/2022 Campbell 2020 LTIP 1/9/2020 4/1/2021       4,935       2,468                      -    50% annually from 4/1/2022 DelPriore 2020 LTIP 1/9/2020 4/1/2021       4,812       2,406                      -    50% annually from 4/1/2022 Hill 2020 LTIP 1/9/2020 4/1/2021       1,775           888                      -    50% annually from 4/1/2022 Argo 2020 LTIP 1/9/2020 4/1/2021           429           215                      -    50% annually from 4/1/2022 Bolton 2020 LTIP 1/9/2020 4/1/2023    18,081    18,081                      -    100% upon issuance Campbell 2020 LTIP 1/9/2020 4/1/2023       8,198       8,198                      -    100% upon issuance DelPriore 2020 LTIP 1/9/2020 4/1/2023       7,995       7,995                      -    100% upon issuance Hill 2020 LTIP 1/9/2020 4/1/2023       2,984       2,984                      -    100% upon issuance Argo 2020 LTIP 1/9/2020 4/1/2023           573           573                      -    100% upon issuance Bolton 2021 LTIP 1/4/2021 1/4/2021       5,923       1,974            1,975  33.33% annually from 1/4/2022 Campbell 2021 LTIP 1/4/2021 1/4/2021       2,370           790                791  33.33% annually from 1/4/2022 DelPriore 2021 LTIP 1/4/2021 1/4/2021       2,312           771                771  33.33% annually from 1/4/2022 Hill 2021 LTIP 1/4/2021 1/4/2021           854           285                285  33.33% annually from 1/4/2022 Argo 2021 LTIP 1/4/2021 1/4/2021           383           128                128  33.33% annually from 1/4/2022 Bolton 2021 LTIP 1/4/2021 4/1/2022    13,328       6,664            6,664  50% annually from 4/1/2023 Campbell 2021 LTIP 1/4/2021 4/1/2022       5,334       2,667            2,667  50% annually from 4/1/2023 DelPriore 2021 LTIP 1/4/2021 4/1/2022       5,202       2,601            2,601  50% annually from 4/1/2023 Hill 2021 LTIP 1/4/2021 4/1/2022       1,923           961                962  50% annually from 4/1/2023 Argo 2021 LTIP 1/4/2021 4/1/2022           863           431                432  50% annually from 4/1/2023 Bolton 2022 LTIP 1/4/2022 1/4/2022 3,873 1,290  2,583   33.33% annually from 1/4/2023 Campbell 2022 LTIP 1/4/2022 1/4/2022 1,317 438  879   33.33% annually from 1/4/2023 DelPriore 2022 LTIP 1/4/2022 1/4/2022 1,310 436  874   33.33% annually from 1/4/2023 Hill 2022 LTIP 1/4/2022 1/4/2022 730 243  487   33.33% annually from 1/4/2023 Argo 2022 LTIP 1/4/2022 1/4/2022 268 89  179   33.33% annually from 1/4/2023 (2) Represents the number of shares vesting multiplied by the respective closing stock price on the vesting date. 2024 PROXY STATEMENT 62 PROPOSAL 2: EXECUTIVE COMPENSATION 401(K) PLAN  We adopted a 401(K) Plan under the terms of which participants may elect to defer a percentage of their compensation and we may match a portion of their deferral. Under the terms of the 401(K) Plan, benefits generally start on or after the date the participant reaches the age of 65. Under the law, participants must begin receiving benefits by April 1st following the later of the calendar year in which a participant reaches the age of 72 (73 if a participant reached the age of 72 after December 31, 2022,) or retires. The mutual funds available for investment in the 401(K) Plan for 2023, as well as those fund’s respective rates of return for 2023, are provided below. 2023 Rate Name of Fund Ticker of Return American Funds 2010 Target Date Retirement Fund Class R6 RFTTX 8.67% American Funds 2015 Target Date Retirement Fund Class R6 RFJTX 9.57% American Funds 2020 Target Date Retirement Fund Class R6 RRCTX 10.46% American Funds 2025 Target Date Retirement Fund Class R6 RFDTX 11.94% American Funds 2030 Target Date Retirement Fund Class R6 RFETX 14.52% American Funds 2035 Target Date Retirement Fund Class R6 RFFTX 16.90% American Funds 2040 Target Date Retirement Fund Class R6 RFGTX 19.33% American Funds 2045 Target Date Retirement Fund Class R6 RFHTX 20.15% American Funds 2050 Target Date Retirement Fund Class R6 RFITX 20.83% American Funds 2055 Target Date Retirement Fund Class R6 RFKTX 21.40% American Funds 2060 Target Date Retirement Fund Class R6 RFUTX 21.61% American Funds EuroPacific Growth Fund Class R6 RERGX 16.05% Carillon Eagle Mid Cap Growth Fund Class R6 HRAUX 20.12% ClearBridge Small Cap Growth Fund Class IS LMOIX 9.11% Cohen & Steers Real Estate Securities Fund, Inc. Class Z CSZIX 13.23% Fidelity 500 Index Fund FXAIX 26.29% Fidelity Global ex US Index Fund FSGGX 15.59% Fidelity Mid Cap Index Fund FSMDX 17.21% Fidelity Small Cap Index Fund FSSNX 17.15% Fidelity Large Cap Growth Index FSPGX 42.77% Fidelity US Bond Index Fund FXNAX 5.56% Goldman Sachs Small Cap Value Insights Fund Class R6 GTTUX 17.52% JPMorgan Equity Income Fund Class R6 OIEJX 5.04% Victory Sycamore Established Value Fund Class R6 VEVRX 10.35% The table below provides the balance as of December 31, 2023, of our NEOs’ 401(K) Plan accounts.   Executive Registrant Aggregate Aggregate Aggregate   Contributions in Contributions in Earnings (Loss) Withdrawals/ Balance   Last FY Last FY in Last FY (1) Distributions at Last FYE Name ($) ($) ($) ($) ($) Bolton CEO  $             30,000  $             13,200  $        33,601  $                  -     $  371,832  Campbell CFO  $             30,000  $             13,200  $      134,160  $                  -     $  985,971 DelPriore CAO  $             30,000  $             13,200  $        46,779  $                  -     $  339,713 Hill CIO  $             13,200  $             13,200  $        46,857  $                  -     $  513,991 Argo CSAO  $             20,488  $             14,052  $        93,248  $                  -     $  610,060 (1) Values represent aggregate deemed investment earnings or losses from voluntary deferrals and our contributions, as applicable, as well as minimal investment fund fees. The 401(K) Plan does not guarantee a return on deferred amounts. 2024 PROXY STATEMENT 63 PROPOSAL 2: EXECUTIVE COMPENSATION EXECUTIVE DEFERRED COMPENSATION PLAN  The Executive Deferred Compensation Plan is available to all executive management. Under the terms of the Executive Deferred Compensation Plan, participants may elect to defer a percentage of their compensation and we may match a portion of their deferral. Distributions from the Executive Deferred Compensation Plan for balances prior to 2016 are made in five equal annual installments beginning on the first day following the sixth full month occurring after the earliest of death, disability, or separation from service. Balances from 2016 and forward will be distributed in compliance with the participant’s previous elections for the specific contributions in the form of either a lump-sum payment or substantially equal annual installments amortized over a period not to exceed ten years beginning on the later of January 1st or six months and a day after the participant’s separation from service. Notwithstanding the foregoing, in the case of a participant who becomes entitled to receive benefits on account of disability, the balances from 2016 and forward will be paid in a lump sum on or after the 15th of the first month following determination of disability. The mutual funds available for investment in the Executive Deferred Compensation Plan for 2023, as well as those fund’s respective rates of return for 2023, are provided below. 2023 Rate Name of Fund Ticker of Return American Funds 2010 Target Date Retirement Fund Class R6 RFTTX 8.67% American Funds 2015 Target Date Retirement Fund Class R6 RFJTX 9.57% American Funds 2020 Target Date Retirement Fund Class R6 RRCTX 10.46% American Funds 2025 Target Date Retirement Fund Class R6 RFDTX 11.94% American Funds 2030 Target Date Retirement Fund Class R6 RFETX 14.52% American Funds 2035 Target Date Retirement Fund Class R6 RFFTX 16.90% American Funds 2040 Target Date Retirement Fund Class R6 RFGTX 19.33% American Funds 2045 Target Date Retirement Fund Class R6 RFHTX 20.15% American Funds 2050 Target Date Retirement Fund Class R6 RFITX 20.83% American Funds 2055 Target Date Retirement Fund Class R6 RFKTX 21.40% American Funds 2060 Target Date Retirement Fund Class R6 RFUTX 21.61% American Funds EuroPacific Growth Fund Class R6 RERGX 16.05% Carillon Eagle Mid Cap Growth Fund Class R6 HRAUX 20.12% ClearBridge Small Cap Growth Fund Class IS LMOIX 9.11% Cohen & Steers Real Estate Securities Fund, Inc. Class Z CSZIX 13.23% Fidelity 500 Index Fund FXAIX 26.29% Fidelity Global ex US Index Fund FSGGX 15.59% Fidelity Mid Cap Index Fund FSMDX 17.21% Fidelity Small Cap Index Fund FSSNX 17.15% Fidelity Large Cap Growth Index FSPGX 42.77% Fidelity US Bond Index Fund FXNAX 5.56% Goldman Sachs Small Cap Value Insights Fund Class R6 GTTUX 17.52% JPMorgan Equity Income Fund Class R6 OIEJX 5.04% PGIM Total Return Bond Fund Class R6 PTRQX 7.78% Vanguard Treasury Money Mkt Inv VUSXX 5.05% Victory Sycamore Established Value Fund Class R6 VEVRX 10.35% The table below provides the balance as of December 31, 2023, of our NEOs’ Executive Deferred Compensation Plan accounts.   Executive Registrant Aggregate Aggregate Aggregate   Contributions in Contributions in Earnings (Loss) Withdrawals/ Balance   Last FY Last FY in Last FY (1) Distributions at Last FYE Name ($) ($) ($) ($) ($) Bolton CEO  $           213,477  $           152,814  $       407,639  $                  -     $ 5,209,152 Campbell CFO  $           339,392  $             60,737  $       424,404  $                  -     $ 3,209,226 DelPriore CAO  $             92,028  $             60,422  $       128,780  $                  -     $ 1,297,700 Hill CIO  $             98,319  $             36,634  $         81,083  $                  -     $    577,777 Argo CSAO  $             19,345  $             16,062  $           6,358  $                  -     $      60,163 (1) Values represent deemed combined investment earnings or losses from voluntary deferrals and our contributions, as applicable. The Executive Deferred Compensation Plan does not guarantee a return on deferred amounts. 2024 PROXY STATEMENT 64 PROPOSAL 2: EXECUTIVE COMPENSATION EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON CHANGE IN CONTROL EMPLOYMENT AGREEMENTS Mr. Bolton entered into an employment agreement with us on March 24, 2015, that replaced his previous agreement which had been entered into in 2008. The employment agreement outlines the compensation he will receive and (i) has a term of one year that renews automatically on the first day of each month for an additional one-month period, so that on the first day of each month, unless sooner terminated in accordance with the terms of the agreement, the remaining term is one year; (ii) provides for an annual base salary for Mr. Bolton, subject to change at the discretion of the Compensation Committee; and (iii) allows for annual incentive/bonus compensation. Upon Mr. Bolton’s termination due to death or permanent disability or in the event he is terminated without cause or resigns for good reason, we will pay Mr. Bolton (or his personal representative) all amounts due to him as of the date of termination under the terms of all incentive and bonus plans, and will also continue to pay him his base salary as then in effect for one year after the termination. In addition, all stock options or shares of restricted stock issued to Mr. Bolton will become fully vested and exercisable in accordance with the terms of the underlying equity incentive plan on the termination date. Alternatively, Mr. Bolton may elect to receive an amount in cash equal to the in-the-money value of the shares covered by all such options.  In compliance with the 2021 LTIP, 2022 LTIP and 2023 LTIP, Mr. Bolton will also receive a pro-rata award (based on the number of days from grant to termination date) of any Performance Share Awards which would have been earned and issued under the plans except for the fact that the termination date preceded the end of the performance period. Shares of restricted stock will be issued in line with the underlying plan timing and will be immediately fully vested. Finally, we will pay to Mr. Bolton all legal fees incurred by him in connection with his termination without cause or resignation for good reason.   If Mr. Bolton is terminated without cause in anticipation of, on, or within three years after a change in control or resigns for good reason within three years after a change in control, he is entitled to receive a payment equal to the sum of 2.99 times his annual base salary in effect on the date of termination plus 2.99 times his average annual cash bonus paid during the two immediately preceding fiscal years. However, if the change in control transaction occurs within three years of Mr. Bolton’s planned retirement date, the maximum change in control payment would be the base salary and bonus payable to Mr. Bolton through the anticipated date of retirement.  In addition, all stock options and shares of restricted stock issued to Mr. Bolton shall become fully vested and exercisable in accordance with the terms of the underlying equity incentive plan on the termination date. Alternatively, Mr. Bolton may elect to receive an amount in cash equal to the greater of (i) the in-the-money value of the shares covered by all such options or (ii) the difference between the highest per share price for our shares paid in connection with the change in control and the per share exercise price of the options held by him, multiplied by the number of shares covered by all such options. In compliance with the 2021 LTIP, 2022 LTIP and 2023 LTIP, if Mr. Bolton is terminated without cause after negotiations for a sale event have begun and the sale event closes within 90 days of Mr. Bolton’s termination date, the maximum Performance Share Awards for which the performance period had not yet completed prior to his termination date, shall be considered to be earned in full. The maximum number of restricted shares would be issued to Mr. Bolton and be fully vested immediately prior to the consummation of the sale event. Finally, we will pay Mr. Bolton all legal fees incurred by him in connection with the change in control termination. The employment agreement also contains certain confidentiality and non-competition provisions, as well as the agreement of Mr. Bolton, for a period of two years following a change in control termination, not to have an interest in a competitor or engage in a competitive business, in any capacity, within five miles of a property we own at the time of termination of employment. CHANGE IN CONTROL AGREEMENTS Messrs. Campbell, DelPriore, Hill and Argo have change in control agreements that were entered into on March 24, 2015, in regards to Messrs. Campbell and DelPriore, December 13, 2021, in regards to Mr. Hill and March 20, 2024, in regards to Mr. Argo. The agreements outline the compensation they will receive under certain change in control scenarios. Pursuant to each of their change in control agreements, in the event of a change in control termination, Messrs. Campbell, DelPriore, Hill and/or Argo are entitled to receive a payment equal to the sum of 2.99 times their annual base salary in effect on the date of termination plus 2.99 times their average annual cash bonus paid during the two immediately preceding fiscal years.  In addition, all stock options and shares of restricted stock issued to Messrs. Campbell, DelPriore, Hill and/or Argo shall become fully vested and exercisable in accordance with the terms of the underlying equity incentive plan on the termination date. Alternatively, Messrs. Campbell, DelPriore, Hill and/or Argo may elect to receive an amount in cash equal to the greater of (i) the in-the-money value of the shares covered by all such options or (ii) the difference between the highest per share price for our shares paid in connection with the change in control and the per share exercise price of the options held by them, multiplied by the number of shares covered by all such options. In compliance with the 2021 LTIP, 2022 LTIP and 2023 LTIP, if Messrs. Campbell, DelPriore, Hill and/or Argo are terminated without cause after negotiations for a sale event have begun and the sale event closes within 90 days of the termination date, the maximum Performance Share Awards for which the performance period had not yet completed prior to the termination date, shall be considered to be earned in full. The maximum number of restricted shares would be issued and be fully vested immediately prior to the consummation of the sale event. Finally, we will pay Messrs. Campbell, DelPriore, Hill and/or Argo all legal fees incurred by them in connection with the change in control. The change in control agreements also require that Messrs. Campbell, DelPriore, Hill and/or Argo, for a period of two years following a change in control termination, not have an interest in a competitor or engage in a competitive business, in any capacity, within five miles of a property we own at the time of termination of employment. 2024 PROXY STATEMENT  65   PROPOSAL 2: EXECUTIVE COMPENSATION CALCULATION OF BENEFITS The following tables include an estimate of the potential payments we would be required to make upon termination of employment of the NEOs in each of the circumstances described below. In providing the estimated potential payments, we have made the following general assumptions in all circumstances where applicable. ✓ The date of termination is December 31, 2023 ✓ The annual salary at the time of termination equals the 2023 base salary as established by the Compensation Committee, and in regards to Mr. Bolton, by the Board ✓ There is no accrued and unpaid salary ✓ There is no unpaid reimbursement for expenses incurred prior to the date of termination TERMINATION DUE TO DEATH OR DISABILITY OR BY MAA WITHOUT CAUSE OR BY THE NEO FOR GOOD REASON IN THE ABSENCE OF A CHANGE IN CONTROL Severance Benefit Component   Bolton CEO     Campbell CFO (4)     DelPriore CAO (4)     Hill CIO (4)     Argo CSAO (4)   12 months base salary (1)   $ 916,078     $ -     $ -     $ -     $ -   Pro-rated bonus   $ 1,603,136     $ -     $ -     $ -     $ -   Equity awards (2)   $ 10,083,215     $ 5,580,418     $ 5,546,400     $ 4,508,503     $ 3,669,876   Insurance (3)   $ 13,725     $ -     $ -     $ -     $ -   Total   $ 12,616,154     $ 5,580,418     $ 5,546,400     $ 4,508,503     $ 3,669,876   (1) Semi-monthly payments of base salary for one year following the termination date, subject to the six-month delayed payment rule under Section 409A of the Internal Revenue Code. (2) Aggregate number of issued but unvested restricted shares as of December 31, 2023. (3) Upon a termination, other than death, lump sum payment for 12 months of insurance coverage for health, dental, life and disability substantially equivalent to the costs under MAA’s benefit plans. (4) NEO is not entitled to receive any severance benefits except certain equity awards in accordance with the terms and conditions of the applicable incentive plan document. TERMINATION BY MAA WITHOUT CAUSE (OR BY THE NEO FOR GOOD REASON) IN ANTICIPATION OF, ON, OR WITHIN A SPECIFIED PERIOD AFTER A CHANGE IN CONTROL Severance Benefit Component   Bolton CEO     Campbell CFO     DelPriore CAO     Hill CIO     Argo CSAO   2.99 x base salary   $ 2,739,073     $ 1,694,254     $ 1,684,273     $ 1,495,021       N/A   2.99 x bonus (1)   $ 9,083,792     $ 3,623,935     $ 3,573,893     $ 2,212,859       N/A   1.00 x Base Salary (2)     N/A       N/A       N/A       N/A     $ 366,299   1.00 x bonus (1)(2)     N/A       N/A       N/A       N/A     $ 249,270   Pro-rated bonus   $ 1,603,136     $ 736,632     $ 732,292     $ 650,010     $ 329,669   Equity awards (3)   $ 16,354,235     $ 5,653,371     $ 5,581,031     $ 3,277,866     $ 1,237,301   Insurance (4)   $ 27,450     $ 24,987     $ 25,252     $ 39,609        N/A   Total   $ 29,807,687     $ 11,733,178     $ 11,596,742     $ 7,675,364     $ 2,182,539   (1) Bonus is the average annual cash bonus paid for the two immediately preceding fiscal years. (2) For Mr. Argo, he is entitled to one times his annual base salary in effect on the Termination Date plus one times the average annual cash bonus paid for the two immediately preceding fiscal years. (3) Aggregate number of (i) issued but unvested restricted shares as of December 31, 2023, (ii) the maximum number of performance share awards under the 2021 LTIP, the 2022 LTIP, and the 2023 LTIP, multiplied by $134.46, the closing price for MAA’s common stock on the NYSE on December 31, 2023. (4) For Mr. Bolton, lump sum payment for 24 months of insurance coverage for health, dental, vision, life, and disability substantially equivalent to the costs under MAA’s benefit plans. For Messrs. Campbell, DelPriore, and Hill, lump sum payment for 24 months insurance coverage for health, dental and vision. 2024 PROXY STATEMENT  66   CEO PAY RATIO CEO PAY RATIO As directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, on August 5, 2015, the SEC adopted final rules regarding disclosure of (i) the median of the annual total compensation of all employees of a company, other than its principal executive officer, (ii) the annual total compensation of the company’s principal executive officer, and (iii) the ratio of those two amounts, or pay ratio. The purpose of this disclosure requirement is to provide a measure of the equitability of pay within the organization and to assist shareholders in better understanding and assessing a company’s executive compensation practices. We encourage you to consider this information in conjunction with the information provided in the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 42, which includes discussions on our compensation philosophy, percentage of executive pay tied to our performance results and long-term total shareholder return, peer comparisons and other information you may find useful in evaluating the appropriateness of our executive compensation packages. Our pay ratio is provided to assist you in evaluating our compensation practices and may not be meaningful when compared against other companies as impacts of varying organizational structures on employment bases and their respective compensation practices, as well as the methodology, assumptions and estimates any one company uses in determining their median employee, may impact the pay ratios among and within industries. IDENTIFICATION OF MEDIAN EMPLOYEE Calculations to identify the median employee are required by the SEC to be done every three years. As our last median employee identification occurred in conjunction with our 2020 pay ratio analysis, we performed an analysis to identify a new median employee for 2023. The following discussion provides details on how we identified the median employee for 2023. POPULATION OF EMPLOYEES ANALYZED The below outlines the full population of employees included in our 2023 analysis to identify our median employee. WE INCLUDED EMPLOYEES IF THEY WERE:  ✓ Employed by MAA or any of its subsidiaries, ✓ Employed on December 31, 2023, and ✓ Classified as full-time, part-time or temporary, except as set forth in the “We Excluded” column WE EXCLUDED EMPLOYEES IF THEY WERE: û Our CEO, û Contract workers, û Temporary workers employed, and whose compensation was determined, by an unaffiliated third party, û A seasonal employee (MAA does not have seasonal employees), or û An international employee (MAA does not have international employees) DATA USED TO IDENTIFY MEDIAN EMPLOYEE To identify our median employee, we reviewed the 2023 income reported in Box 1 of Form W-2 for employees of MAA and its subsidiaries. While the value in Box 1 of Form W-2 is not calculated in the same manner as the total compensation in the Summary Compensation Table (the value on which the pay ratio is based), we felt it provided a consistent reporting value that could be applied across all associates that includes amounts for the largest categories of compensation represented in the Summary Compensation Table, which are salary, cash bonuses and stock awards. In regards to MAA’s compensation packages, the largest difference between the compensation reported in the Summary Compensation Table and Box 1 of Form W-2 is the value associated with stock awards, as the Summary Compensation Table reflects the full grant date fair value in accordance with FASB ASC Topic 718 in the year of grant while Box 1 of Form W-2 reflects the grant. Foractual compensation realized in the year of vesting of stock awards actually earned. While these values can be materially different both in terms of amount and year in which they are recognized, given the limited number of participants in our equity incentive plans, we believe the differences in value would not move a complete descriptionparticipant from above the median to below the median and, therefore, would not have an impact on the identification of our median employee. Before identifying the median employee, we adjusted the Box 1 of Form W-2 values to annualize the income of full-time and part-time employees hired after January 1, 2023, and employees who were on leave for a portion of the assumptionsyear for active military duty, under the Family and Medical Leave Act or as a result of an unpaid leave of absence. We made inno other adjustments to the Box 1 of Form W-2 values, including any adjustments to normalize cost-of-living across geographic locations, before determining the FASB ASC Topic 718 valuation, please refermedian employee. TOTAL MEDIAN EMPLOYEE COMPENSATION CALCULATION  After identifying the median employee, we calculated that employee’s compensation to Stock Based Compensation in our audited financial statements in our Annual Report on Form 10-K formatch the indicated fiscal year. Additional details for each grant can be found in the table to the right. For purposes of the table, shares issued in 2021 are classified as Shares Earned as of December 31, 2020 as long as the performance period for the resultant share issuance was completed by December 31, 2020. In addition, the Maximum Opportunity amounts provided in the table represent the total cap amount set in the plan by the Compensation Committee and will not necessarily tie to the FASB ASC Topic 718 amount reflectedrequired disclosures in the Summary Compensation Table.         Shares Maximum     Maximum Opportunity Earned Future       Number of as of Share Year In Dollars Shares 12/31/2020 Opportunity 2020 LTIP           Bolton $  4,401,705       33,780         15,699           18,081   Campbell $  1,996,629         15,322          7,124              8,198   Grimes $  2,046,198         15,702           7,300             8,402   DelPriore $  1,947,061         14,941            6,946              7,995   Carpenter $     556,200            4,267            1,962              2,305 2019 LTIP           Bolton $  4,273,500         44,987         20,908           24,079   Campbell $  1,938,475         20,406            9,487           10,919   Grimes $  1,986,600         20,912            9,722           11,190   DelPriore $  1,890,350         19,899            9,251           10,648 2018 LTIP           Bolton $  3,487,500         36,705         34,689                       -      Campbell $  1,694,000         17,827         16,848                       -      Grimes $  1,736,350         18,274         17,270                       -      DelPriore $  1,415,700         14,900     14,081                      -    (4) Represents cash bonuses paid under the AIPs. (5) Represents matching contributions made by MAA, to provide a comparable value to the Executive Deferred Compensation Plan and 401(K) Planamount of total compensation disclosed for calendar year 2020 as detailed in the table to the right.     Deferred         Comp Plan 401(K) Plan Total 2020         Bolton  $ 115,880  $    11,400  $ 127,280   Campbell  $   48,760  $    11,400  $   60,160   Grimes  $   56,509  $    11,400  $   67,909   DelPriore  $   47,289  $    11,400  $   58,689   Carpenter  $   15,199  $    11,400  $   26,599 2019         Bolton  $   93,226  $    11,200  $ 104,426   Campbell  $   37,314  $    11,200  $   48,514   Grimes  $   43,660  $    11,200  $   54,860   DelPriore  $   35,373  $    11,200  $   46,573 2018         Bolton  $   88,319  $    11,000  $   99,319   Campbell  $   34,751  $    11,000  $   45,751   Grimes  $   37,497  $    11,000  $   48,497   DelPriore  $   33,125  $    11,000  $   44,125   2021 PROXY STATEMENT 57 Table of Contents GRANTS OF PLAN BASED AWARDS The following table summarizes grants of plan-based awards made to our NEOs during 2020.        Estimated Possible Payouts Estimated Future Payouts Grant Date       Under Non-Equity Incentive Under Equity Incentive Fair Value of       Plan Awards (1) Plan Awards (2) Stock Awards   Grant Grant Threshold Target Maximum Threshold Target Maximum (3) Name Type Date ($) ($) ($) (#) (#) (#) ($) Bolton AIP 12/10/2019  $  366,809  $  1,467,235  $  2,221,813         CEO LTIP 1/9/2020              9,650  24,127      33,780  $  2,852,176 Campbell AIP 12/10/2019  $  283,625  $      648,256  $      933,489         CFO LTIP 1/9/2020              4,377  10,944      15,322  $  1,293,569 Grimes AIP 12/10/2019  $  520,850  $      744,072  $  1,116,108         COO LTIP 1/9/2020              4,486  11,216      15,702  $  1,325,684 DelPriore AIP 12/10/2019  $  276,584  $      632,163  $      910,314         GC LTIP 1/9/2020              4,268  10,672      14,941  $  1,261,455 Carpenter AIP 12/10/2019  $  109,516  $      250,290  $      375,435         CHRO LTIP 1/9/2020              1,194     2,987         4,267  $       357,868 (1) On December 10, 2019, the Compensation Committee,Mr. Bolton, our CEO, and in regards tocompliance with SEC requirements. The total annual compensation for our median employee in 2023 was $45,501. RESULTS Mr. Bolton, our CEO, is our principal executive officer. When considering Mr. Bolton’s participation,total annual compensation of $8,015,765 for 2023, as calculated in compliance with the Board, approved the 2020 AIPrequired disclosures for executive management. The actual awards earned under the 2020 AIP by Messrs. Bolton, Campbell, Grimes and DelPriore and Ms. Carpenter were $907,875, $445,087, $496,668, $432,470 and $175,613 respectively. (2) The Compensation Committee, and in regards to Mr. Bolton’s participation, the Board, approved the 2020 LTIP with a grant date of January 9, 2020. The 2020 LTIP consists of three award opportunities as outlined below. (i) The actual shares of restricted stock presented in the table to the right were issued on the grant date and remain at risk of forfeiture until vested. The shares will vest equally over three years on the anniversary of the issuance date dependent upon continued employment in good standing through each vest date. The shares of restricted stock will receive dividend payments equivalent to dividend payments made to our common stock holders until they vest or are forfeited. Actual Service Shares Bolton   4,825 Campbell   2,189 Grimes   2,243 DelPriore   2,134 Carpenter      597 (ii) The actual shares of restricted stock presented in the table to the right represent the performance shares earned based on our FAD results during fiscal year 2020 and were issued on April 1, 2021. The shares will vest equally over two years on the anniversary of the issue date dependent upon continued employment in good standing through each vest date and remain at risk of forfeiture until vested. The issued shares of restricted stock will receive dividend payments equivalent to dividend payments made to our common stock holders until they vest or are forfeited. The performance shares did not receive dividend payments or dividend equivalents during the performance period.   FAD Performance Shares   Actual Threshold Target Maximum Bolton 10,874 1,808 7,238   10,874 Campbell  4,935      819 3,283        4,935 Grimes   5,057          840  3,365        5,057 DelPriore   4,812          799  3,202        4,812 Carpenter   1,365          224     896        1,365 (iii) Shares of restricted stock representing performance shares based on our three year TSR performance from 2020 through 2022 as compared to the performance of the SNL US REIT Multifamily Index over the same period, will be issued, to the extent earned, on April 3, 2023. Any shares of restricted stock issued will immediately vest upon issuance. The performance shares will not receive dividend payments or dividend equivalents during the performance period.   TSR Performance Shares   Threshold Target Maximum Bolton    3,017 12,064      18,081 Campbell       1,369   5,472        8,198 Grimes       1,403   5,608        8,402 DelPriore       1,335   5,336        7,995 Carpenter          373   1,494        2,305 (3) These amounts are also reflected in the Summary Compensation Table under “Stock Awards”., the ratio of our median employee’s total annual compensation to our principal executive officer’s total annual compensation was approximately 1:176. 2024 PROXY STATEMENT  67       2021 PROXY STATEMENT 58 Table of Contents OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The below table summarizes the number of unvested outstanding equity awards held by each of our NEOs as of December 31, 2020, including awards earned as of December 31, 2020 but not issued until 2021, as well as the market value of the awards as of December 31, 2020, based on the closing stock price of $126.69 on December 31, 2020. These awards are often related to long-term incentive plans with performance periods in prior years. Frequently, the shares were also issued in prior years and are subject to various vesting periods through which the shares remain forfeitable, contingent upon continued employment in good standing through each respective vest date. Please refer to the footnotes of the table for further details. None of our NEOs hold any stock options.     Stock Awards     Number of   Market Value of     Shares or Units of   Shares or Units of   Grant Stock That Have   Stock That Have Name Date Not Vested (#)   Not Vested ($) Bolton 1/8/2016                  1,135 (1) $            143,793 CEO 1/9/2017                  2,602 (2) $            329,647   4/4/2017                  9,010 (3) $         1,141,477   1/9/2018                   4,405 (4) $            558,069   1/9/2018                 4,498 (5) $            569,852   1/9/2018                 18,353 (6) $         2,325,142   1/9/2019                   4,285 (7) $            542,867   1/9/2019                14,482 (8) $         1,834,725   1/9/2020                  4,825 (9) $            611,279   1/9/2020                 10,874 (10) $         1,377,627 Campbell 1/8/2016                      532 (1) $              67,399 CFO 1/9/2017                   1,265 (2) $            160,263   4/4/2017                  3,753 (3) $            475,468   1/9/2018                   2,139 (4) $            270,990   1/9/2018                  2,185 (5) $            276,818   1/9/2018                   8,914 (6) $         1,129,315   1/9/2019                   1,944 (7) $            246,285   1/9/2019                   6,572 (8) $            832,607   1/9/2020                   2,189 (9) $            277,324   1/9/2020                  4,935 (10) $            625,215 Grimes 1/8/2016                      546 (1) $              69,173 COO 1/9/2017                   1,297 (2) $            164,317   4/4/2017                   2,885 (3) $            365,501   1/9/2018                  2,193 (4) $            277,831   1/9/2018                   2,239 (5) $            283,659   1/9/2018                   9,137 (6) $         1,157,567   1/9/2019                  1,992 (7) $            252,366   1/9/2019                   6,735 (8) $            853,257   1/9/2020                   2,243 (9) $            284,166   1/9/2020                   5,057 (10) $            640,671 DelPriore 1/8/2016                      433 (1) $              54,857 GC 1/9/2017                   1,057 (2) $            133,911   4/4/2017                   3,661 (3) $            463,812   1/9/2018                   1,788 (4) $            226,522   1/9/2018                   1,826 (5) $            231,336   1/9/2018                   7,450 (6) $            943,841   1/9/2019                   1,895 (7) $            240,078   1/9/2019                   6,409 (8) $            811,956   1/9/2020                   2,134 (9) $            270,356   1/9/2020                   4,812 (10) $            609,632 Carpenter 1/8/2016                       133 (1) $              16,850 CHRO 1/9/2017                       316 (2) $              40,034   4/4/2017                   1,407 (3) $            178,253   1/9/2018                       552 (4) $              69,933   1/9/2018                       564 (5) $              71,453   1/9/2018                   2,302 (6) $            291,640   1/9/2019                       531 (7) $              67,272   1/9/2019                   1,819 (8) $            230,449   1/9/2020                       597 (9) $              75,634   1/9/2020                   1,365 (10) $            172,932 (1) Represents the remaining unvested restricted service shares issued on January 8, 2016 under the 2016 LTIP, which vest equally over five years on the anniversary of the issuance date. (2) Represents the remaining unvested restricted service shares issued on January 9, 2017 under the 2017 LTIP, which vest equally over five years on the anniversary of the issuance date. (3) Represents the remaining unvested restricted shares which were issued on April 1, 2019 under a previous merger plan related to the performance metrics, which vest equally over two years on the anniversary of the issuance date. (4) Represents the remaining unvested restricted service shares issued on January 9, 2018 under the 2018 LTIP, which vest equally over five years on the anniversary of the issuance date. (5) Represents the remaining unvested restricted shares which were issued on April 2, 2019 under the 2018 LTIP related to the performance of the MAA financial metric, which vest equally over two years on the anniversary of the issuance date. (6) Represents restricted shares which were issued on April 1, 2021 under the 2018 LTIP related to the performance under the TSR metric, which immediately vested upon issuance. (7) Represents the remaining unvested restricted service shares issued on January 9, 2019 under the 2019 LTIP, which vest equally over three years on the anniversary of the issuance date. (8) Represents the restricted shares issued on April 1, 2020 under the 2019 LTIP related to the performance of the MAA financial metric, which vest equally over two years on the anniversary of the issuance date. (9) Represents the remaining unvested restricted service shares issued on January 9, 2020 under the 2020 LTIP, which vest equally over three years on the anniversary of the issuance date. (10) Represents the restricted shares issued on April 1, 2021 under the 2020 LTIP related to the performance of the MAA financial metric, which vest equally over two years on the anniversary of the issuance date.     2021 PROXY STATEMENT 59 PAY VERSUS PERFORMANCE   Table of Contents OPTION EXERCISE AND STOCK VESTED The following table summarizes the number of shares acquired upon the vesting of stock awards and the value realized by our NEOs as a result of such vestings during 2020. None of our NEOs hold any stock options. Accordingly, no options were exercised in 2020 by our NEOs.   Stock Awards   Number of Shares     Acquired on Value Realized Name Vesting (#) (1) on Vesting ($) (2) Bolton CEO                  42,385 $            4,358,550 Campbell CFO                  20,161 $            2,063,935 Grimes COO                  19,670 $            2,017,654 DelPriore GC                  16,381 $            1,695,801 Carpenter CHRO                     5,155 $               529,962 PAY VERSUS PERFORMANCE (1) The shares represented in this column vested from various plans as indicated in the below table. (2) Represents the number of shares vesting multiplied In accordance with rules adopted by the respective closing stock price onSEC pursuant to the vesting date.     ASC 718 Stock Shares Vested Remaining   Name Plan Grant Date Issue Date Granted in 2020 Unvested Vesting Schedule Bolton 2015 LTIP 1/9/2015 1/9/2015 7,031 1,407                  -    20% annually from 1/9/2016 Campbell 2015 LTIP 1/9/2015 1/9/2015 2,735  547                  -    20% annually from 1/9/2016 Grimes 2015 LTIP 1/9/2015 1/9/2015     2,813      563             -    20% annually from 1/9/2016 DelPriore 2015 LTIP 1/9/2015 1/9/2015  2,605       521                  -    20% annually from 1/9/2016 Carpenter 2015 LTIP 1/9/2015 1/9/2015        447           90                   -    20% annually from 1/9/2016 Bolton 280G 3/24/2015 3/24/2015    2,044    2,044                   -    100% on fifth anniversary of 3/24/2015 Campbell 280G 3/24/2015 3/24/2015    1,406    1,406                   -    100% on fifth anniversary of 3/24/2015 Grimes 280G 3/24/2015 3/24/2015     1,406     1,406                   -    100% on fifth anniversary of 3/24/2015 Bolton 2016 LTIP 1/8/2016 1/8/2016     5,673     1,135          1,135 20% annually from 1/8/2017 Campbell 2016 LTIP 1/8/2016 1/8/2016    2,659        532             532 20% annually from 1/8/2017 Grimes 2016 LTIP 1/8/2016 1/8/2016     2,726        545             546 20% annually from 1/8/2017 DelPriore 2016 LTIP 1/8/2016 1/8/2016     2,161        432             433 20% annually from 1/8/2017 Carpenter 2016 LTIP 1/8/2016 1/8/2016         665        133             133 20% annually from 1/8/2017 Bolton 2017 LTIP 1/9/2017 1/9/2017     6,505     1,301         2,602 20% annually from 1/9/2018 Campbell 2017 LTIP 1/9/2017 1/9/2017      3,162        633          1,265 20% annually from 1/9/2018 Grimes 2017 LTIP 1/9/2017 1/9/2017      3,241        648          1,297 20% annually from 1/9/2018 DelPriore 2017 LTIP 1/9/2017 1/9/2017      2,642        529          1,057 20% annually from 1/9/2018 Carpenter 2017 LTIP 1/9/2017 1/9/2017         790        158             316 20% annually from 1/9/2018 Bolton 2017 LTIP 1/9/2017 4/2/2018      9,757     4,879                  -    50% annually from 4/2/2019 Campbell 2017 LTIP 1/9/2017 4/2/2018    4,743    2,372                  -    50% annually from 4/2/2019 Grimes 2017 LTIP 1/9/2017 4/2/2018     4,861     2,431                  -    50% annually from 4/2/2019 DelPriore 2017 LTIP 1/9/2017 4/2/2018      3,964     1,982                  -    50% annually from 4/2/2019 Carpenter 2017 LTIP 1/9/2017 4/2/2018     1,185        593                  -    50% annually from 4/2/2019 Bolton 2017 LTIP 1/9/2017 4/1/2020   14,504  14,504                  -    100% upon issuance Campbell 2017 LTIP 1/9/2017 4/1/2020      7,050     7,050                  -    100% upon issuance Grimes 2017 LTIP 1/9/2017 4/1/2020      7,227     7,227                  -    100% upon issuance DelPriore 2017 LTIP 1/9/2017 4/1/2020      5,892     5,892                  -    100% upon issuance Carpenter 2017 LTIP 1/9/2017 4/1/2020      1,762     1,762                  -    100% upon issuance Bolton Merger Plan 4/4/2017 4/1/2019   18,019     9,009          9,010 50% annually from 4/1/2020 Campbell Merger Plan 4/4/2017 4/1/2019      7,506     3,753          3,753 50% annually from 4/1/2020 Grimes Merger Plan 4/4/2017 4/1/2019      5,570     2,885          2,885 50% annually from 4/1/2020 DelPriore Merger Plan 4/4/2017 4/1/2019      7,318     3,657          3,661 50% annually from 4/1/2020 Carpenter Merger Plan 4/4/2017 4/1/2019      2,814     1,407          1,407 50% annually from 4/1/2020 Bolton 2018 LTIP 1/9/2018 1/9/2018      7,341     1,468          4,405 20% annually from 1/9/2019 Campbell 2018 LTIP 1/9/2018 1/9/2018      3,565         713          2,139 20% annually from 1/9/2019 Grimes 2018 LTIP 1/9/2018 1/9/2018      3,655         731          2,193 20% annually from 1/9/2019 DelPriore 2018 LTIP 1/9/2018 1/9/2018      2,980         596          1,788 20% annually from 1/9/2019 Carpenter 2018 LTIP 1/9/2018 1/9/2018         920         184             552 20% annually from 1/9/2019 Bolton 2018 LTIP 1/9/2018 4/2/2019      8,995     4,497          4,498 50% annually from 4/2/2020 Campbell 2018 LTIP 1/9/2018 4/2/2019      4,369     2,184          2,185 50% annually from 4/2/2020 Grimes 2018 LTIP 1/9/2018 4/2/2019      4,478     2,239          2,239 50% annually from 4/2/2020 DelPriore 2018 LTIP 1/9/2018 4/2/2019      3,651     1,825          1,826 50% annually from 4/2/2020 Carpenter 2018 LTIP 1/9/2018 4/2/2019      1,128        564            564 50% annually from 4/2/2020 Bolton 2019 LTIP 1/9/2019 1/9/2019      6,426     2,141          4,285 33.33% annually from 1/9/2020 Campbell 2019 LTIP 1/9/2019 1/9/2019      2,915        971          1,944 33.33% annually from 1/9/2020 Grimes 2019 LTIP 1/9/2019 1/9/2019      2,987        995          1,992 33.33% annually from 1/9/2020 DelPriore 2019 LTIP 1/9/2019 1/9/2019      2,842        947          1,895 33.33% annually from 1/9/2020 Carpenter 2019 LTIP 1/9/2019 1/9/2019         795        264            531 33.33% annually from 1/9/2020   2021 PROXY STATEMENT 60 Table of Contents 401(K) PLAN We adopted a 401(K) Plan under the terms of which participants may elect to defer a percentage of their compensation and we may match a portion of their deferral. Under the terms of the 401(K) Plan, benefits generally start on or after the date the participant reaches the age of 65. Under applicable law, participants must begin receiving benefits by April 1st following the later of the calendar year in which a participant reaches the age of 70½, if the participant reached the age of 70½ before January 1, 2020, 72, if the participant did not reach the age of 70½ before January 1, 2020, or stops working for MAA. The mutual funds available for investment in the 401(K) Plan for 2020, as well as those fund’s respective rates of return for 2020, are provided below.         2020 Rate     Name of Fund   Ticker   of Return     American Funds 2010 Target Date Retirement Fund Class R6   RFTTX   9.25%   (1) These collective funds are not mutual funds and are exempt from SEC registration. They are designed for and exclusively sold to qualified retirement plans and their participants and are therefore not available to individual retail investors. American Funds 2015 Target Date Retirement Fund Class R6   RFJTX   9.96%   American Funds 2020 Target Date Retirement Fund Class R6   RRCTX   10.99%   American Funds 2025 Target Date Retirement Fund Class R6   RFDTX   13.67%   American Funds 2030 Target Date Retirement Fund Class R6   RFETX   15.16%   American Funds 2035 Target Date Retirement Fund Class R6   RFFTX   17.55%   American Funds 2040 Target Date Retirement Fund Class R6   RFGTX   18.77%   American Funds 2045 Target Date Retirement Fund Class R6   RFHTX   19.21%   American Funds 2050 Target Date Retirement Fund Class R6   RFITX   19.42%   American Funds 2055 Target Date Retirement Fund Class R6   RFKTX   19.39%   American Funds 2060 Target Date Retirement Fund Class R6   RFUTX   19.44%     American Funds EuroPacific Growth Fund Class R6   RERGX   25.27% (2) No 2020 rate of return is available as the fund has an inception date of October 5, 2020. The funds rate of return from its inception date to December 31, 2020, was 6.79%. Carillon Eagle Mid Cap Growth Fund Class R6   HRAUX   40.34%   ClearBridge Small Cap Growth Fund Class IS   LMOIX   44.01%   Cohen & Steers Real Estate Securities Fund, Inc. Class Z   CSZIX   -1.66%   Core Plus Bond Fund CL I1    (1)   N/A   7.48%   Fidelity 500 Index Fund   FXAIX   18.40%   Fidelity Global ex US Index Fund   FSGGX   10.71%   Fidelity Mid Cap Index Fund   FSMDX   17.11%     Fidelity Small Cap Index Fund   FSSNX   19.99%     Fidelity US Bond Index Fund   FXNAX   7.80%     Goldman Sachs Small Cap Value Insights Fund Class R6   GTTUX   0.35%     JPMorgan Equity Income Fund Class R6   OIEJX   3.88%     Large Cap Growth Fund II Fee Class I1    (1) (2)   N/A   N/A     T. Rowe Price Stable Value Common Trst A    (1)   N/A   2.06%     Victory Sycamore Established Value Fund Class R6   VEVRX   8.16%     The table below provides the balance as of December 31, 2020, of our NEOs’ 401(K) Plan accounts.   Executive Registrant Aggregate Aggregate Aggregate   Contributions in Contributions in Earnings (Loss) Withdrawals/ Balance   Last FY Last FY in Last FY (1) Distributions at Last FYE Name ($) ($) ($) ($) ($) Bolton CEO  $             26,000  $             11,400  $          23,671  $                  -     $  226,998 Campbell CFO  $             26,000  $             11,400  $          88,818  $                  -     $  743,685 Grimes COO  $             26,000  $             11,400  $          90,132  $                  -     $  733,934 DelPriore GC  $             26,000  $             11,400  $          (1,462)  $                  -     $  186,692 Carpenter CHRO  $             19,500  $             11,400  $          52,080  $                  -     $  300,650 (1) Values represent aggregate deemed investment earnings or losses from voluntary deferralsDodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive CAP and certain MAA performance for the fiscal years listed below. You should refer to the Compensation Disclosure and Analysis section of this Proxy Statement for a detailed description of how executive compensation relates to our contributions, as applicable, as well as minimal investment fund fees. The 401(K) Plan does not guarantee a return on deferred amounts.   2021 PROXY STATEMENT 61 Table of Contents EXECUTIVE DEFERRED COMPENSATION PLAN The Executive Deferred Compensation Plan is available to all executive management. Under the terms of the Executive Deferred Compensation Plan, participants may elect to defer a percentage of their compensation and we may match a portion of their deferral. Distributions from the Executive Deferred Compensation Plan for balances prior to 2016 are made in five equal annual installments beginning on the first day following the sixth full month occurring after the earliest of death, disability, or separation from service. Balances from 2016 and forward will be distributed in compliance with the participant’s previous elections for the specific contributions in the form of either a lump-sum payment or substantially equal annual installments amortized over a period not to exceed ten years beginning on the later of January 1st or six months and a day after the participant’s separation from service. Notwithstanding the foregoing, in the case of a participant who becomes entitled to receive benefits on account of disability, the balances from 2016 and forward will be paid in a lump sum on or after the 15th of the first month following determination of disability. The mutual funds available for investment in the Executive Deferred Compensation Plan for 2020, as well as those fund’s respective rates of return for 2020, are provided below. 2020 Rate Name of Fund Ticker of Return American Funds 2010 Target Date Retirement Fund Class R6 RFTTX 9.25% American Funds 2015 Target Date Retirement Fund Class R6 RFJTX 9.96% American Funds 2020 Target Date Retirement Fund Class R6 RRCTX 10.99% American Funds 2025 Target Date Retirement Fund Class R6 RFDTX 13.67% American Funds 2030 Target Date Retirement Fund Class R6 RFETX 15.16% American Funds 2035 Target Date Retirement Fund Class R6 RFFTX 17.55% American Funds 2040 Target Date Retirement Fund Class R6 RFGTX 18.77% American Funds 2045 Target Date Retirement Fund Class R6 RFHTX 19.21% American Funds 2050 Target Date Retirement Fund Class R6 RFITX 19.42% American Funds 2055 Target Date Retirement Fund Class R6 RFKTX 19.39% American Funds 2060 Target Date Retirement Fund Class R6 RFUTX 19.44% American Funds EuroPacific Growth Fund Class R6 RERGX 25.27% Carillon Eagle Mid Cap Growth Fund Class R6 HRAUX 40.34% ClearBridge Small Cap Growth Fund Class IS LMOIX 44.01% Cohen & Steers Real Estate Securities Fund, Inc. Class Z CSZIX -1.66% Fidelity 500 Index Fund FXAIX 18.40% Fidelity Global ex US Index Fund FSGGX 10.71% Fidelity Mid Cap Index Fund FSMDX 17.11% Fidelity Small Cap Index Fund FSSNX 19.99% Fidelity US Bond Index Fund FXNAX 7.80% Goldman Sachs Small Cap Value Insights Fund Class R6 GTTUX 0.35% JPMorgan Equity Income Fund Class R6 OIEJX 3.88% PGIM Total Return Bond Fund Class R6 PTRQX 8.10% T. Rowe Price Blue Chip Growth I TBCIX 34.90% Vanguard Treasury Money Mkt Inv VUSXX 0.47% Victory Sycamore Established Value Fund Class R6 VEVRX 8.16% The table below provides the balance as of December 31, 2020, of our NEOs’ Executive Deferred Compensation Plan accounts.   Executive Registrant Aggregate Aggregate Aggregate   Contributions in Contributions in Earnings (Loss) Withdrawals/ Balance   Last FY Last FY in Last FY (1) Distributions at Last FYE Name ($) ($) ($) ($) ($) Bolton CEO  $           153,734  $           115,880  $          95,372  $                  -     $ 4,007,809 Campbell CFO  $           255,798  $             48,760  $       192,493  $                  -     $ 1,883,026 Grimes COO  $           194,338  $             56,509  $       199,429  $                  -     $ 1,583,722 DelPriore GC  $             73,362  $             47,289  $          47,154  $                  -     $    826,554 Carpenter CHRO  $             15,199  $             15,199  $          12,674  $                  -     $      94,000 (1) Values represent deemed combined investment earnings or losses from voluntary deferralsperformance and our contributions, as applicable. The Executive Deferred Compensation Plan does not guarantee a return on deferred amounts.   2021 PROXY STATEMENT 62 Table of Contents EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL EMPLOYMENT AGREEMENTS Mr. Bolton entered into an employment agreement with us on March 24, 2015, that replaced his previous agreement which had been entered into in 2008. The employment agreement outlines the compensation he will receive and (i) has a term of one year that renews automatically on the first day of each month for an additional one-month period, so that on the first day of each month, unless sooner terminated in accordance with the terms of the agreement, the remaining term is one year; (ii) provides for an annual base salary for Mr. Bolton, subject to change at the discretion of the Compensation Committee; and (iii) allows for annual incentive/bonus compensation. Upon Mr. Bolton’s termination due to death or permanent disability or in the event he is terminated without cause or resigns for good reason, we will pay Mr. Bolton (or his personal representative) all amounts due to him as of the date of termination under the terms of all incentive and bonus plans, and will also continue to pay him his base salary as then in effect for one year after the termination. In addition, all stock options or shares of restricted stock issued to Mr. Bolton will become fully vested and exercisable in accordance with the terms of the underlying equity incentive plan on the termination date. Alternatively, Mr. Bolton may elect to receive an amount in cash equal to the in-the-money value of the shares covered by all such options.  In compliance with the 2018 LTIP, 2019 LTIP and 2020 LTIP, Mr. Bolton will also receive a pro-rata award (based on the number of days from grant to termination date) of any Performance Share Awards which would have been earned and issued under the plans except for the fact that the termination date preceded the end of the performance period. Shares of restricted stock will be issued in line with the underlying plan timing and will be immediately fully vested. Finally, we will pay to Mr. Bolton all legal fees incurred by him in connection with his termination without cause or resignation for good reason.   If Mr. Bolton is terminated without cause in anticipation of, on, or within three years after a change in control or resigns for good reason within three years after a change in control, he is entitled to receive a payment equal to the sum of 2.99 times his annual base salary in effect on the date of termination plus 2.99 times his average annual cash bonus paid during the two immediately preceding fiscal years. However, if the change in control transaction occurs within three years of Mr. Bolton’s planned retirement date, the maximum change in control payment would be the base salary and bonus payable to Mr. Bolton through the anticipated date of retirement.  In addition, all stock options and shares of restricted stock issued to Mr. Bolton shall become fully vested and exercisable in accordance with the terms of the underlying equity incentive plan on the termination date. Alternatively, Mr. Bolton may elect to receive an amount in cash equal to the greater of (i) the in-the-money value of the shares covered by all such options or (ii) the difference between the highest per share price for our shares paid in connection with the change in control and the per share exercise price of the options held by him, multiplied by the number of shares covered by all such options. In compliance with the 2018 LTIP, 2019 LTIP and 2020 LTIP, if Mr. Bolton is terminated without cause after negotiations for a sale event have begun and the sale event closes within 90 days of Mr. Bolton’s termination date, the maximum Performance Share Awards for which the performance period had not yet completed prior to his termination date, shall be considered to be earned in full. The maximum number of restricted shares would be issued to Mr. Bolton and be fully vested immediately prior to the consummation of the sale event. Finally, we will pay Mr. Bolton all legal fees incurred by him in connection with the change in control termination. The employment agreement also contains certain confidentiality and non-competition provisions, as well as the agreement of Mr. Bolton, for a period of two years following a change in control termination, not to have an interest in a competitor or engage in a competitive business, in any capacity, within five miles of a property we own at the time of termination of employment. CHANGE IN CONTROL AGREEMENTS Messrs. Campbell, Grimes and DelPriore and Ms. Carpenter have change in control agreements that were entered into on March 24, 2015, in regards to Messrs. Campbell, Grimes and DelPriore, and December 8, 2020, in regards to Ms. Carpenter. The agreements outline the compensation they will receive under certain change in control scenarios. For Messrs. Campbell and Grimes, these agreements replaced change in control agreements originally entered into in December 1999 which were subsequently amended and restated in 2008. Each change in control agreement provides that in the event of a change in control termination, each of Messrs. Campbell, Grimes and/or DelPriore and/or Ms. Carpenter is entitled to receive a payment equal to the sum of 2.99 times their annual base salary in effect on the date of termination plus 2.99 times their average annual cash bonus paid during the two immediately preceding fiscal years.  In addition, all stock options and shares of restricted stock issued to Messrs. Campbell, Grimes and/or DelPriore and/or Ms. Carpenter shall become fully vested and exercisable   2021 PROXY STATEMENT 63 Table of Contents in accordance with the terms of the underlying equity incentive plan on the termination date. Alternatively, Messrs. Campbell, Grimes and/or DelPriore and/or Ms. Carpenter may elect to receive an amount in cash equal to the greater of (i) the in-the-money value of the shares covered by all such options or (ii) the difference between the highest per share price for our shares paid in connection with the change in control and the per share exercise price of the options held by them, multiplied by the number of shares covered by all such options. In compliance with the 2018 LTIP, 2019 LTIP and 2020 LTIP, if Messrs. Campbell, Grimes and/or DelPriore and/or Ms. Carpenter are terminated without cause after negotiations for a sale event have begun and the sale event closes within 90 days of the termination date, the maximum Performance Share Awards for which the performance period had not yet completed prior to the termination date, shall be considered to be earned in full. The maximum number of restricted shares would be issued and be fully vested immediately prior to the consummation of the sale event. Finally, we will pay Messrs. Campbell, Grimes and/or DelPriore and/or Ms. Carpenter all legal fees incurred by them in connection with the change in control. The change in control agreements also require that Messrs. Campbell, Grimes and/or DelPriore and/or Ms. Carpenter, for a period of two years following a change in control termination, not have an interest in a competitor or engage in a competitive business, in any capacity, within five miles of a property we own at the time of termination of employment. CALCULATION OF BENEFITS The following tables include an estimate of the potential payments we would be required to make upon termination of employment of the NEOs in each of the circumstances described below. In providing the estimated potential payments, we have made the following general assumptions in all circumstances where applicable. § The date of termination is December 31, 2020 § The annual salary at the time of termination equals the 2020 base salary as established byhow the Compensation Committee andmakes its decisions.           Value of Initial Fixed $100 Investment Based On:     Year  (a)  Summary Compensation Table Total for PEO  (b)  Compensation Actually Paid  to PEO  (c)  Average Summary Compensation Table Total for Non-PEO NEOs  (d)  Average Compensation Actually Paid to Non-PEO NEOs  (e)  Total Shareholder Return  (f)  Peer Group Total Shareholder Return  (g)  Net Income  (in thousands)  (h)  Company Selected Measure  Core FFO per Share  (i)  2020 $  4,725,312 $   4,657,228 $  1,959,200 $   1,950,573  $    99.32 $    88.07 $  264,015 $  6.43 2021 $  7,667,655 $ 22,312,216 $  2,855,123   $   8,092,843    $  184.54 $  142.47 $  550,702 $  7.01 2022 $  8,369,017 $   2,852,716 $  3,144,347 $   1,269,983 $  129.63 $    96.76 $  654,776 $  8.50 2023 $  8,015,765 $   2,144,633 $  2,419,459 $      986,781 $  115.28 $  103.64 $  567,831 $  9.17 Column (b): Represents the Total amount in regardsthe Summary Compensation Table for Mr. Bolton, our CEO, for all years shown. Column (c): CAP to Mr. Bolton, byour CEO, was calculated as outlined below. PEO   2020     2021     2022     2023   SCT Total Compensation   $ 4,725,312     $ 7,667,655     $ 8,369,017     $ 8,015,765   Less: Stock and Option Award Values Reported in SCT     (2,852,176 )     (3,742,806 )     (4,123,473 )     (4,728,342 ) Plus: Fair Value for Stock and Option Awards Granted     3,737,339       9,658,031       3,478,219       3,304,816   Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years     277,089       7,960,118       (4,189,587 )     (4,244,626 ) Change in Fair Value of Stock and Option Awards from Prior Years that Vested     (1,230,336 )     769,218       (681,460 )     (202,980 ) Less: Fair Value of Stock and Option Awards Forfeited     -       -       -       -   Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans     -       -       -       -   Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans     -       -       -       -   CAP   $ 4,657,228     $ 22,312,216     $ 2,852,716     $ 2,144,633   Column (d): Represents the average Total amount in the Summary Compensation Table for the Non-PEO NEOs for each respective year. In 2020, our NEOs, other than the CEO, were Messrs. Campbell and DelPriore, Thomas L. Grimes, Jr. and Melanie Carpenter. In 2021 and 2022, our NEOs, other than the CEO, were Messrs. Campbell, DelPriore, Grimes and Hill. In 2023, our NEOs, other than the CEO, were Messrs. Campbell, DelPriore, Hill and Argo. Column (e): Average CAP to each year’s Non-PEO NEOs was calculated as outlined below. Average of NEOs   2020     2021     2022     2023   SCT Total Compensation   $ 1,959,200     $ 2,855,123     $ 3,144,347     $ 2,419,459   Less: Stock and Option Award Values Reported in SCT     (1,059,644 )     (1,258,533 )     (1,253,096 )     (1,125,423 ) Plus: Fair Value for Stock and Option Awards Granted     1,389,290       3,247,309       1,056,848       786,497   Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years     107,852       2,968,733       (1,418,158 )     (1,039,069 ) Change in Fair Value of Stock and Option Awards from Prior Years that Vested     (446,125 )     280,211       (259,958 )     (54,684 ) Less: Fair Value of Stock and Option Awards Forfeited     -       -       -       -   Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans     -       -       -       -   Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans     -       -       -       -   CAP   $ 1,950,573     $ 8,092,843     $ 1,269,983     $ 986,781   Column (f): Represents the cumulative value of $100 invested in MAA on December 29, 2019 through the last day of each respective year. Column (g): Represents the cumulative value of $100 invested in the Dow Jones U.S. Real Estate Apartment Index, (the comparative index used in our incentive plans for performance share grants tied to multi-year relative TSR), on December 29, 2019 through the last day of each respective year. Column (h): Represents the Net Income of MAA for each respective year, as expressed in thousands. Column (i): Besides the relative 3-Year TSR metric in our incentive plans for NEOs, the largest performance compensation metric is Core FFO per share, a key metric for assessing our overall financial performance and the primary award financial metric within the AIP for our NEOs. For a reconciliation of Core FFO per Share to Net income available to our common shareholders, see pages 83. 2024 PROXY STATEMENT  68   PAY VERSUS PERFORMANCE RELATIONSHIP BETWEEN PAY AND PERFORMANCE Below are graphs that reflect the Board relationship between CAP to our CEO and other NEOs against the market and financial metrics included in the Pay versus Performance table on the previous page. § There is no accrued and unpaid salary The relationship between CAP to our PEO and Average CAP to our Non-PEO NEOs to the Value of an Initial Fixed $100 Investment Based on cumulative TSR and cumulative Peer Group TSR is presented in the following chart. The relationship between CAP to our PEO and Average CAP to our Non-PEO NEOs to Core FFO per Share is presented in the following chart.   § There The relationship between CAP to our PEO and Average CAP to our Non-PEO NEOs to Net Income is no unpaid reimbursement for expenses incurred priorpresented in the following chart.   The below list of financial measures represents the measures the Compensation Committee felt were the most important measures in linking executive CAP to the dateour performance during 2023. Consequently, these measures were used in our compensation incentive plans to link awards to performance realized. 3-Year TSR of termination TERMINATION DUE TO DEATH OR DISABILITY OR BY MAA WITHOUT CAUSE OR BY THE NEO FOR GOOD REASON IN THE ABSENCE OF A CHANGE IN CONTROL Severance Benefit Component   BOLTON CEO   CAMPBELL CFO (4)   GRIMES COO (4)   DELPRIORE GC (4)   CARPENTER CHRO (4) 12 months base salary (1)   $ 838,420     $ -     $ -     $ -     $ -   Pro-rated bonus   $ 1,467,235     $ -     $ -     $ -     $ -   Equity awards (2)   $ 14,050,243     $ 6,514,652     $ 7,099,706     $ 5,960,678     $ 1,791,713   Perquisites (3)   $ 29,202     $ -     $ -     $ -     $ -   Total   $ 16,385,100     $ 6,514,652     $ 7,099,706     $ 5,960,678     $ 1,791,713   (1) Semi-monthly payments of base salary for one year following the termination date, subject to the six-month delayed payment rule under Section 409AMAA versus 3-Year TSR of the Internal Revenue Code.Dow Jones US Real Estate Apartment Index  Annual Core FFO per Share  Annual SS NOI Growth  Annual FAD  2024 PROXY STATEMENT  69 (2) Aggregate number of (i) issued but unvested restricted shares as of December 31, 2020, (ii) the number of shares issuable under a former merger incentive plan based on actual performance through December 31, 2020, and (iii) performance share awards under the 2020 LTIP that are issuable based on actual performance (pro-rated for service during the performance period as applicable), multiplied by $126.69, the closing price for MAA’s common stock on the NYSE on December 31, 2020. (3) Upon a termination, other than death, lump sum payment for 12 months of insurance coverage for health, dental, life and disability substantially equivalent to the costs under MAA’s benefit plans. (4) NEO is not entitled to receive any severance benefits except certain equity awards in accordance with the terms and conditions of the applicable plan document. TERMINATION BY MAA WITHOUT CAUSE (OR BY THE NEO FOR GOOD REASON) IN ANTICIPATION OF, ON, OR WITHIN A SPECIFIED PERIOD AFTER A CHANGE IN CONTROL Severance Benefit Component   BOLTON CEO   CAMPBELL CFO   GRIMES COO   DELPRIORE GC   CARPENTER CHRO 2.99 x base salary   $ 2,506,876     $ 1,550,629     $ 1,589,125     $ 1,512,133     $ 291,069   2.99 x bonus (1)   $ 5,621,481     $ 2,271,383     $ 2,770,374     $ 2,216,074     $ 870,296   Pro-rated bonus   $ 1,467,235     $ 648,256     $ 744,072     $ 632,163     $ 250,290   Equity awards (2)   $ 16,612,986     $ 7,676,654     $ 8,290,594     $ 7,093,880     $ 2,118,383   Perquisites (3)   $ 58,404     $ 34,739     $ 34,739     $ 21,650     $ 34,739   Total   $ 26,266,982     $ 12,181,661     $ 13,428,904     $ 11,475,900     $ 3,564,777   (1) Bonus is the average annual cash bonus paid for the two immediately preceding fiscal years. (2) Aggregate number of (i) issued but unvested restricted shares as of December 31, 2020, (ii) the maximum number of shares issuable under a former merger incentive plan, and (iii) the maximum number of performance share awards under the 2016 LTIP, the 2017 LTIP, the 2018 LTIP, the 2019 LTIP, and the 2020 LTIP multiplied by $126.69, the closing price for MAA’s common stock on the NYSE on December 31, 2020. (3) For Mr. Bolton, lump sum payment for 24 months of insurance coverage for health, dental, vision, life, and disability substantially equivalent to the costs under MAA’s benefit plans. For Messrs. Grimes, Campbell, and DelPriore, and Ms. Carpenter lump sum payment for 24 months insurance coverage for health, dental and vision.   2021 PROXY STATEMENT 64     Table of Contents CEO PAY RATIO As directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, on August 5, 2015, the SEC adopted final rules regarding disclosure of (i) the median of the annual total compensation of all employees of a company, other than its principal executive officer, (ii) the annual total compensation of the company’s principal executive officer, and (iii) the ratio of those two amounts, or pay ratio. The purpose of this new disclosure requirement is to provide a measure of the equitability of pay within the organization and to assist shareholders in better understanding and assessing a company’s executive compensation practices. We encourage you to consider this information in conjunction with the information provided in the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 39, which includes discussions on our compensation philosophy, percentage of executive pay tied to our performance results and long term total shareholder return, peer comparisons and other information you may find useful in evaluating the appropriateness of our executive compensation packages. Our pay ratio is provided to assist you in evaluating our compensation practices and may not be meaningful when compared against other companies as impacts of varying organizational structures on employment bases and their respective compensation practices, as well as the methodology, assumptions and estimates any one company uses in determining their median employee, may impact the pay ratios between and within industries. IDENTIFICATION OF MEDIAN EMPLOYEE Calculations to identify the median employee are required by the SEC to be done every three years. As MAA last identified a median employee in relation to our 2017 CEO pay ratio analysis, we identified a new median employee for our 2020 analysis. The following discussion provides details on how we identified the median employee for 2020. POPULATION OF EMPLOYEES ANALYZED The below outlines the full population of employees included in our 2020 analysis to identify our median employee. WE INCLUDED EMPLOYEES IF THEY WERE: ü Employed by MAA or any of its subsidiaries, ü Employed on December 31, 2020, and ü Classified as full-time, part-time or temporary, except as set forth in the “We Excluded” column WE EXCLUDED EMPLOYEES IF THEY WERE: û Our CEO, û Contract workers, û Temporary workers employed, and whose compensation was determined, by an unaffiliated third party, û A seasonal employee (MAA does not have seasonal employees), or û An international employee (MAA does not have international employees) DATA USED TO IDENTIFY MEDIAN EMPLOYEE To identify our median employee, we reviewed the 2020 income reported in Box 1 of Form W-2 for employees of MAA and its subsidiaries. While the value in Box 1 of Form W-2 is not calculated in the same manner as the total compensation in the Summary Compensation Table (the value on which the pay ratio is based), we felt it provided a consistent reporting value that could be applied across all associates that includes values for the largest categories of compensation represented in the Summary Compensation Table, which are salary, cash bonuses and stock awards. In regards to MAA’s compensation packages, the largest difference between the compensation reported in the Summary Compensation Table and Box 1 of Form W-2 is the value associated with stock awards, as the Summary Compensation Table reflects the full grant date fair value in accordance with FASB ASC Topic 718 in the year of grant while Box 1 of Form W-2 reflects the actual compensation realized in the year of vesting of stock awards actually earned. While these values can be materially different, including the timing thereof, given the nature and number of the participants in our equity incentive plans, we believe the differences in value would not move a participant from above the median to below the median and, therefore, would not have an impact on the identification of our median employee. Before identifying the median employee, we adjusted the Box 1 of Form W-2 values to annualize the income of full-time and part-time employees hired after January 1, 2020, and employees who were on leave for a portion of the year for active military duty, under the Family and Medical Leave Act or as a result of an unpaid leave of absence. We made no other adjustments to the Box 1 of Form W-2 values, including any adjustments to normalize cost-of-living across geographic locations, before determining the median employee.   2021 PROXY STATEMENT 65   Table of Contents TOTAL MEDIAN EMPLOYEE COMPENSATION CALCULATION After identifying the median employee, we calculated that employee’s compensation to match the required disclosures in the Summary Compensation Table, to provide a comparable value to the amount of total compensation disclosed for Mr. Bolton, our CEO, and in compliance with SEC requirements. The total annual compensation for our median employee in 2020 was $47,432. RESULTS Mr. Bolton, our CEO, is our principal executive officer. When considering Mr. Bolton’s total annual compensation of $4,725,312 for 2020, as calculated in compliance with the required disclosures for the Summary Compensation Table, the ratio of our median employee’s total annual compensation to our principal executive officer’s total annual compensation was approximately 1:100. In accordance with FASB ASC Topic 718, Mr. Bolton’s total annual compensation as disclosed in the Summary Compensation Table includes the full grant date fair value of stock awards granted in 2020. A significant portion of Mr. Bolton’s compensation is performance based, only realizable by Mr. Bolton if certain overall company and long-term shareholder return performance levels are achieved and is, therefore, not guaranteed of being realized by Mr. Bolton. As of December 31, 2020, $1,280,138 of the full grant date fair value attributed to Mr. Bolton’s 2020 compensation represents the three-year relative market performance metric under the 2020 LTIP. As the performance period for this metric does not end until December 31, 2022, no compensation for this metric was realized by Mr. Bolton in 2020 and it remains subject to forfeiture. The 2020 compensation for our median employee did not include long-term performance opportunities and was therefore fully realized and not subject to forfeiture.    2021 PROXY STATEMENT 66 Table of Contents INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROPOSAL 3:RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTER TO BE VOTED Ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for 2021. The Audit Committee is solely responsible for selecting our independent registered public accounting firm and has selected Ernst & Young LLP to audit our financial statements for the 2021 fiscal year. Although shareholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021, our Board believes that submitting the appointment of Ernst & Young LLP to the shareholders for ratification is a matter of good corporate governance. VOTE REQUIRED This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. PROPOSAL 3: INDEPENDENT REGISTERED PUBLIC ACCOUNTING  FIRM FOR 2024  FOR MATTER TO BE VOTED Ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for 2024. The Audit Committee is solely responsible for selecting our independent registered public accounting firm and has selected Ernst & Young LLP to audit our financial statements and internal controls over financial reporting as of the fiscal year ending December 31, 2024. Although shareholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024, our Board believes that submitting the appointment of Ernst & Young LLP to the shareholders for ratification is a matter of good corporate governance. VOTE REQUIRED This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. Shareholder approval for the appointment of our independent registered public accounting firm is not required, but the Board is submitting the selection of Ernst & Young LLP for ratification in order to obtain the views of our shareholders. The Audit Committee will consider a vote against the firm by the shareholders in selecting our independent registered public accounting firm in the future. IMPACT OF ABSTENTIONS:  Abstentions will have no legal effect on whether this proposal is approved. IMPACT OF BROKER NON-VOTES:  Broker non-votes will have no legal effect on whether this proposal is approved. BOARD RECOMMENDATION On behalf of the Audit Committee, the Board recommends you vote FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024 Ernst & Young LLP audited our annual financial statements for the fiscal year ended December 31, 2023, and our internal control over financial reporting as of December 31, 2023. On February 6, 2024, following a review of the qualifications, performance, cost and independence of Ernst & Young LLP, among other considerations, the Audit Committee appointed Ernst & Young LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2024. Ernst & Young LLP has performed as our external auditors continuously since 2005. The Audit Committee believes that the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 is in the best long-term interest of our shareholders. A representative of Ernst & Young LLP will attend the Annual Meeting to make a statement if they so desire and to answer any appropriate questions. 2024 PROXY STATEMENT  70   PROPOSAL 3: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDIT AND NON AUDIT FEES The following table shows the fees paid or accrued by us for audit and other services provided by Ernst & Young LLP, our independent registered public accounting firm, for the years ended December 31, 2023, and 2022. SEC rules under Section 202 of the Sarbanes-Oxley Act of 2002 require the Audit Committee to pre-approve audit and non-audit services provided by our independent registered public accounting firm. In 2002, our Audit Committee began pre-approving all services provided by our independent registered public accounting firm and has pre-approved all services since that time. The Audit Committee has determined that the nature and level of non-audit services that Ernst & Young LLP provides to us is compatible with maintaining the independence of Ernst & Young LLP   2023 2022 Audit Fees (1) $  2,100,000 $  1,898,245 Audit-Related Fees (2) - - Tax Fees (3) 396,764 542,222 All Other Fees (4) - 2,390 Total Fees $  2,496,764 $  2,442,857 (1) Audit Fees consists of fees billed for professional services rendered and expenses incurred relating to the audit of our financial statements and internal control over financial reporting, the review of our interim financial statements and the work performed on securities offerings and other filings with the SEC, including comfort letters, consents and comment letters. (2) Audit-Related Fees consists of fees billed for professional services rendered and expenses incurred for assurance and other services related to the audit of our financial statements that are not reported under audit fees. (3) Tax Fees consists of fees billed for professional services rendered and expenses incurred related to tax return preparation and compliance and general tax consulting. For 2023, Tax Fees included fees billed specifically pertaining to tax return compliance, Mid-America Apartments, L.P. tax capital modeling, cost segregation studies, and general federal and state tax consulting. For 2022, Tax Fees included fees billed specifically pertaining to tax return compliance, Mid-America Apartments, L.P. tax capital modeling, Section 1031 “Like Kind” consulting, Section 382 analysis, cost segregation studies, general federal and state tax consulting, and work related to corporate responsibility tax credits. (4) All Other Fees consists of a fee billed for a subscription to an online technical accounting and tax information resource. AUDIT COMMITTEE POLICIES PRACTICES RELATED TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SOLE AUTHORITY TO APPOINT OR REPLACE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm and is responsible for the compensation and oversight of the work of the independent registered public accounting firm for the purpose of preparing or issuing an audit report or related work, or performing other audit, review or attestation services for MAA. As such, the independent registered public accounting firm reports directly to the Audit Committee. OVERSIGHT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  In addition to quarterly written materials submitted to the Audit Committee, representatives of the independent registered public accounting firm meet with the Audit Committee, management and Internal Audit on a quarterly basis. The Audit Committee routinely meets with representatives of the independent registered public accounting firm as well as management and/or Internal Audit in separate executive sessions throughout the year. The Chairman of the Audit Committee may also receive or request periodic or ad hoc updates from the independent registered public accounting firm, management and/or Internal Audit between scheduled meetings, as desired. 2024 PROXY STATEMENT  71   PROPOSAL 3: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PRE-APPROVAL OF ALL AUDITING AND NON-AUDITING SERVICES The Audit Committee pre-approves all auditing services and permitted non-audit services to be performed by the independent registered public accounting firm. The Audit Committee has delegated the authority to pre-approve such services and fees to the Chairman of the Audit Committee when scheduling a full committee meeting to timely consider a proposed service or fee is not feasible. Any decisions to pre-approve services or fees made solely by the Chairman of the Audit Committee are presented to the full Audit Committee for ratification at its next scheduled meeting. Authority to pre-approve services and fees of the independent registered public accounting firm may not be delegated to any member of management. ANNUAL EVALUATION AND SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee annually evaluates the performance of our independent registered public accounting firm and audit engagement team and determines whether to reengage the then current firm. Among other items, the Audit Committee considers the following factors when making this determination: ✓    The Audit Committee’s determination of prior performance of the independent registered public accounting firm including the quality and efficiency of work performed as well as familiarity of our operations, accounting policies and procedures and internal control over financial reporting, ✓    Independence considerations including independence controls of the independent registered public accounting firm and the type and quantity of non-audit services provided to us, any member of the Board and any NEO, ✓    Recent Public Company Accounting Oversight Board reports related generally to the independent registered public accounting firm and specifically to audits performed by members of our engagement team, ✓    Depth of financial, accounting and industry experience, technical expertise and resources of the independent registered public accounting firm in general and of the members of the audit engagement team specifically, ✓    The quality, candor and frequency of the independent registered public accounting firm’s communications, ✓    The appropriateness of fees charged by the independent registered public accounting firm, and ✓    The results of the most recent shareholder vote to ratify the appointment of the independent registered public accounting firm. Shareholders ratified the selection of Ernst & Young LLP to be our independent registered public accounting firm for 2023 by 98.8% at the 2023 Annual Meeting of Shareholders. ROTATION OF AUDIT ENGAGEMENT TEAM MEMBERS The Audit Committee ensures that the rotation of the lead audit partner and audit engagement team members of our independent registered public accounting firm is done in compliance with NYSE and SEC regulations. In addition, the Audit Committee participates in the selection and approval of the lead audit partner and may, from time to time, also engage in discussions surrounding individual audit engagement team member needs. HIRING OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EMPLOYEES RESTRICTIONS ON HIRING OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EMPLOYEES MAA will not hire an individual who is concurrently an employee of its independent registered public accounting firm, nor will MAA hire an individual in an accounting role or financial reporting oversight role if they remain in a position to influence MAA’s independent registered public accounting firm’s operations or policies. REQUIRED APPROVAL FOR HIRING PREVIOUS MEMBERS OF AUDIT ENGAGEMENT TEAM MAA’s Principal Accounting Officer or Chief Financial Officer must approve the hiring of any candidate who served on the independent registered public accounting firm’s audit engagement team for MAA. COOLING OFF PERIOD BEFORE HIRING PREVIOUS MEMBERS OF AUDIT ENGAGEMENT TEAM MAA will not hire a former member of the independent registered public accounting firm’s audit engagement team for MAA in an accounting or financial reporting oversight role before a required “cooling-off” period has elapsed. REPORTING OF HIRING PREVIOUS MEMBERS OF AUDIT ENGAGEMENT TEAM TO AUDIT COMMITTEE Management discloses all hires of former members of the independent registered public accounting firm’s audit engagement team for accounting or financial reporting oversight roles to the Audit Committee at least quarterly. 2024 PROXY STATEMENT  72   PROPOSAL 3: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OTHER PRACTICES AUDIT COMMITTEE COMPRISED SOLELY OF INDEPENDENT MEMBERS OF THE BOARD The Audit Committee is comprised solely of independent members of the Board. FINANCIAL EXPERT Tamara Fischer, Alan B. Graf, Jr. and Edith Kelly-Green serve on the Audit Committee and have been determined by the Audit Committee and the Board to meet the definition of an audit committee financial expert under the applicable SEC rules. Ms. Fischer, Mr. Graf and Ms. Kelly-Green are independent under NYSE and SEC independence standards applicable to Audit Committee members. ANONYMOUS WHISTLEBLOWER PLATFORM The Audit Committee has established a formal Whistleblower Policy with related procedures which allows for the anonymous submission and addressing of concerns related to accounting, internal accounting controls and auditing matters. The policy and procedures are reviewed annually by the Audit Committee and are publicly provided with other corporate governance materials on MAA’s investor relations website at http://ir.maac.com/Corporate-Governance. 2024 PROXY STATEMENT  73   PROPOSAL 3: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDIT COMMITTEE REPORT The Audit Committee has the responsibilities and powers set forth in its charter which include the responsibility to assist our Board of Directors in its oversight of our accounting and financial reporting principles and policies and internal audit controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the independent auditor and our internal audit function, pre-approval of related party transactions and our endeavors to address cybersecurity and environmental, social and governance risks. The Audit Committee is also required to prepare this report to be included in our annual Proxy Statement pursuant to the proxy rules of the SEC. Management is responsible for the identification, assessment and management of cybersecurity, environmental, social and governance risks, the preparation, presentation and integrity of our financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations. The internal auditor is responsible for testing such internal controls and procedures. Our independent registered public accounting firm is responsible for planning and carrying out an audit of our annual financial statements, an audit of our internal control over financial reporting, reviews of our quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, as well as other procedures. The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2023 with management. In addition, the Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, and other matters required by the charter of this committee. The Audit Committee also has received the written disclosures and the letter from Ernst & Young LLP required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526 and has discussed with Ernst & Young LLP their independence from MAA and its management. The Audit Committee has received both management’s and the independent registered public accounting firm’s reports on internal control over financial reporting and has discussed those reports. The Audit Committee has discussed with management and representatives of the independent registered public accounting firm such other matters and received such assurances from them as they deemed appropriate. As a result of their review and discussions, the Audit Committee has recommended to the Board of Directors the inclusion of our audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. AUDIT COMMITTEE:  Alan B. Graf, Jr., CHAIRMAN  Tamara Fischer  Edith Kelly-Green  W. Reid Sanders  Gary S. Shorb  2024 PROXY STATEMENT  74   SECURITIES OWNERSHIP SECURITIES OWNERSHIP SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS  The following table provides information regarding shares of MAA common stock which could be issued with respect to compensation plans as of December 31, 2023.     Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights   Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))     (a)(1)   (b)(1)   (c)(2) Equity compensation plans approved by security holders                           463    $                 81.41                        1,000,000               Equity compensation plans not approved by security holders    None    None    None               Total                           463    $                 81.41                        1,000,000 (1) The outstanding options were issued in exchange for options outstanding with Post Properties, Inc. at the time of our merger. (2) Represents shares available to be issued under our 2023 Omnibus Incentive Plan. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The number of shares owned and percentage ownership in the following table is based on 116,727,107 shares of common stock outstanding on March 15, 2024. The following table sets forth information, regarding each person known to us to be the beneficial owner of more than five percent of our common stock. The information in the following table is based solely on Schedule 13G filings with the SEC by the respective identified beneficial owners.    Amount and       Notes on Amounts from Schedule 13G Disclosures    Nature of       Power to Vote or   Power to Dispose or Name and Address  Beneficial   Percent   Direct the Vote   Direct the Disposition of Beneficial Owner  Ownership   of Class   Sole   Shared   Sole   Shared The Vanguard Group  18,751,852   16.1%                      -        243,919    18,163,614        588,238 100 Vanguard Blvd.                       Malvern, PA 19355                             Data as of 12/31/2023 per 13G/A                                         BlackRock, Inc.  12,303,079   10.5%   11,273,625                    -   12,303,079                    - 50 Hudson Yards                       New York, NY 10001                             Data as of 12/31/2023 per 13G/A                                         State Street Corporation 7,747,060   6.6%                      -        4,620,150                      -        7,727,634 State Street Financial Center                       1 Congress Street, Suite 1                       Boston, MA 02111-2016                             Data as of 12/31/2023 per 13G/A                                                                   2024 PROXY STATEMENT   75 SECURITIES OWNERSHIP SECURITY OWNERSHIP OF MANAGEMENT The number of shares owned and percentage ownership in the following table is based on 116,727,107 shares of common stock outstanding on March 15, 2024. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of March 15, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The following table sets forth the beneficial ownership of our common stock as of March 15, 2024 by (i) each Director, (ii) each Director Nominee, (iii) each NEO in the Summary Compensation Table, and (iv) all Directors, Director Nominees and executive officers as a group. Unless otherwise indicated, voting power and investment power are exercisable solely by the named person. The address of each officer, Director and/or Director Nominee listed below is 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. Name of Beneficial Owner  Aggregate  Number of  Shares  Beneficially  Owned  Percent of Class Notes Timothy Argo 13,985 * 26 shares held by Mr. Argo through an individual retirement account; 740 shares attributed to Mr. Argo in our Employee Stock Ownership Plan. H. Eric Bolton, Jr. (1)(2) 420,944 * Includes 110,000 shares that Mr. Bolton has the current right to acquire upon redemption of limited partnership units; 9,634 shares attributed to Mr. Bolton in our Employee Stock Ownership Plan. Albert M. Campbell, III 76,355 * Includes 3,436 shares attributed to Mr. Campbell in our Employee Stock Ownership Plan; 100 shares held by Mr. Campbell through an individual retirement account; and 10,523 shares owned in a joint account with his wife for which Mr. Campbell has shared voting and investment power. Deborah H. Caplan (1)(2) 1,971 * Includes 368 shares held in a deferred compensation account. John P. Case (1)(2) 1,449 * Includes 1,249 shares held in a deferred compensation account. Robert J. DelPriore 52,601 *   Tamara Fischer (1)(2) 1,117 * Includes 1,117 shares held in a deferred compensation account. Alan B. Graf, Jr. (1)(2) 45,613 * Includes 34,420 shares held in a deferred compensation account. A. Bradley Hill 31,984 * Includes 1,030 shares Mr. Hill holds indirectly, which he has authority to vote as trustee. Toni Jennings (2) 11,255 *   Edith Kelly-Green (1)(2) 3,911 * Includes 3,911 shares held in a deferred compensation account. James K. Lowder (1)(2) 245,404 * Includes 233,716 shares that Mr. Lowder has the current right to acquire upon redemption of limited partnership units, as to 4,990 of which Mr. Lowder would have shared voting and investment power (4,990 owned by JKL Investments, LLC); 60,105 of the limited partnership units owned by Mr. Lowder are pledged as collateral on various loans. See Policy Regarding the Ability of Employees or Directors to engage in Hedging Transactions or Pledging of Securities on page 20. Thomas H. Lowder (1)(2) 292,607 * Includes 248,654 shares that Mr. Lowder has the current right to acquire upon redemption of limited partnership units, 19,928 of which Mr. Lowder would have shared voting and investment power (19,928 owned by THL Investments, LLC); 6,117 shares held in a deferred compensation account; 25,791 shares held by Mr. Lowder through an individual retirement account; and 357 shares indirectly owned for which Mr. Lowder has shared voting and investment power (357 shares owned by THL Investments, LLC). Claude B. Nielsen (1)(2) 30,607 * Includes 2,111 shares that Mr. Nielsen has the current right to acquire upon redemption of limited partnership units; and 16,379 shares held in a deferred compensation account. W. Reid Sanders (1)(2) 163,313 * Includes 107,000 shares that Mr. Sanders has the current right to acquire upon redemption of limited partnership units; 12,086 shares held in a deferred compensation account; 6,000 shares held by Mr. Sanders through an individual retirement account; and 8,100 shares Mr. Sanders holds indirectly and for which he has shared voting and investment power, of which 3,500 shares Mr. Sanders has authority to vote as trustee or through a power-of-attorney and 1,500 shares owned by Mr. Sanders’ spouse. Gary S. Shorb (1)(2) 30,742 * Includes 25,946 shares held in a deferred compensation account.   David P. Stockert (1)(2) 112,493 * Includes 13,101 shares held in a deferred compensation account; and 44,706 shares owned by Mr. Stockert’s spouse. All Directors, Director Nominees and executive officers as a group (17 persons) 1,536,351 1.3% Includes 701,482 shares that may be acquired upon redemption of limited partnership units; 138,088 shares held in deferred compensation accounts; and 13,810 shares held in our Employee Stock Ownership Plan. (1) Director Nominees      (2) Directors      * Less than 1% 2024 PROXY STATEMENT   76 GENERAL INFORMATION GENERAL INFORMATION MEETING INFORMATION MEETING INFORMATION DATE Tuesday, May 21, 2024 TIME 12:30 p.m. CDT PLACE www.virtualshareholdermeeting.com/MAA2024 Shareholders may participate in the Annual Meeting by using any internet accessible device to log into the above URL with their 16-digit control number. HOW SHAREHOLDERS CAN ATTEND THE ANNUAL MEETING Starting at 12:15 p.m. CDT on May 21, 2024, shareholders can use any device that allows them to access the internet to go to www.virtualshareholdermeeting.com/MAA2024. To participate in the Annual Meeting, shareholders will need to enter the 16-digit control number included on their proxy card, Notice of Internet Availability or Voter Instruction Form. If a shareholder cannot locate their 16-digit control number they may attend the Annual Meeting as a guest; however, shareholders must log in as a shareholder in order to ask a question or vote during the Annual Meeting. HOW GUESTS CAN ATTEND THE ANNUAL MEETING  Starting at 12:15 p.m. CDT on May 21, 2024, guests can use any device that allows them to access the internet to go to www.virtualshareholdermeeting.com/MAA2024 and log in to the Annual Meeting as a guest. Participants joining the Annual Meeting as a guest will not be able to ask a question or vote during the Annual Meeting. TECHNICAL DIFFICULTIES The virtual meeting platform is supported across most internet browsers and devices (desktops, laptops, tablets and smart phones) that are running updated versions of applicable software and plugins. Shareholders should ensure they have a strong internet connection wherever they intend to participate in the Annual Meeting. If you encounter any difficulties accessing the virtual meeting after 12:15 p.m. CDT on May 21, 2024, please call the technical support number that will be posted on the virtual meeting log in page. HOW SHAREHOLDERS CAN ASK A QUESTION DURING THE ANNUAL MEETING  Shareholders may ask a question during the Annual Meeting by typing a question in the “Ask a Question” field after joining the Annual Meeting as a shareholder. Only shareholders will be permitted to ask questions during the Annual Meeting. All questions should be relevant to the proposals being considered at the Annual Meeting. Due to time limitations or the nature of any individual question (whether not related to the business to be conducted at the Annual Meeting or otherwise inappropriate or repetitive), not all questions may be answered. Questions will be answered solely at the discretion of MAA and MAA’s determination as to the relevancy or appropriateness of a question will be binding. REQUIRED QUORUM TO HOLD THE ANNUAL MEETING A quorum of shareholders is required to hold a valid meeting and will be present if at least a majority of the shareholders eligible to participate and vote are represented at the Annual Meeting. On March 15, 2024, the record date for the Annual Meeting, there were 116,727,107 shares of common stock outstanding and entitled to vote. Thus, 58,363,554 shares of common stock must be represented by shareholders present either in person virtually or by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy to vote in advance or vote in person virtually at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chairman of the meeting or a majority of the votes present virtually at the Annual Meeting may adjourn the meeting to another date. 2024 PROXY STATEMENT   77 GENERAL INFORMATION VOTING INFORMATION HOW TO VOTE You may vote by proxy in advance of or during the Annual Meeting by following the below instructions, but we encourage you to vote in advance even if you plan to attend the Annual Meeting. VOTE IN ADVANCE OF THE ANNUAL MEETING To vote in advance of the Annual Meeting, you must vote by 11:59 p.m. EDT on May 20, 2024, for shares held directly and 11:59 p.m. EDT on May 16, 2024, for shares held in a company plan. ONLINE www.ProxyVote.com You will need the 16-digit control number from your Notice of Internet Availability, proxy card or Voter Instruction Form QR CODE Scan the QR Code on your Notice of Internet Availability or proxy card BY PHONE 800-690-6903 You will need the 16-digit control number from your Notice of Internet Availability, proxy card or Voter Instruction Form BY MAIL Complete, sign, date and return your proxy card or Voter Instruction Form in the postage-paid envelope provided Beneficial owners should refer to the instructions received from the organization holding their account if they are unable to vote through any of the means provided above. VOTE DURING THE ANNUAL MEETING You may vote live during the Annual Meeting via the online meeting platform. Beneficial owners who do not have a 16-digit control number should check with the organization that holds their shares for special instructions. ONLINE  www.virtualshareholdermeeting.com/MAA2024 You will need to log into the Annual Meeting as a shareholder by using your 16-digit control number to be able to vote during the Annual Meeting CHANGING YOUR VOTE If you vote or elect to grant a proxy in advance of the Annual Meeting, you can revoke your proxy and/or change your vote at any time before the final vote at the Annual Meeting. Follow the voting instructions to change your vote. SHAREHOLDERS ENTITLED TO VOTE  SHAREHOLDERS OF RECORD  Only shareholders of record at the close of business on the record date, March 15, 2024, are entitled to receive notice of the Annual Meeting and to vote the shares that they held on the record date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. The only class of stock that can be voted at the Annual Meeting is our common stock. Each share of common stock is entitled to one vote on each matter that comes before the Annual Meeting. As of the close of business on March 15, 2024, we had 116,727,107 shares of common stock outstanding. MAA ESOP If you had shares in an account under our Employee Stock Ownership Plan on March 15, 2024, you have the right to vote the shares in your account. BENEFICIAL OWNERS  If on March 15, 2024 your shares were held in an account at a brokerage firm, bank, dealer or similar organization, you are the beneficial owner and proxy materials are provided to you by that organization. The organization holding your account is the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you can direct your broker or other agent on how to vote the shares in your account. You should refer to the materials received from that organization to direct the vote of your shares and for other questions. SOLICITATION OF PROXIES  MAA is soliciting proxies, and your vote is very important. For this reason, our Board requests that you allow your shares to be represented at the Annual Meeting by the proxies named on your proxy card or Voter Instruction Form. If you elect to do so, you can revoke your proxy at any time before the final vote at the Annual meeting. Follow the voting instructions to change your vote. We will bear the entire cost of soliciting proxies. In addition to soliciting proxies through the Notice of Internet Availability, our Directors or employees may also solicit proxies in person, by phone or by other means. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also, upon request, reimburse brokerage firms, banks and other agents for the cost of providing proxy materials to beneficial owners. If you receive more than one Notice of Internet Availability, proxy card or Voter Instruction Form you must follow the instructions on each to ensure that all of your shares are represented and voted. 2024 PROXY STATEMENT   78 GENERAL INFORMATION CASTING OF VOTES If you submit a valid proxy through one of the avenues listed on pages 4-5, your vote(s) will be cast as you indicate. If you submit a properly executed proxy card without marking your voting selections, your shares will be voted per our Board recommendations FOR all Director Nominees and proposals contained within this Proxy Statement. If any additional matters are properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by the Board or, if no recommendation is given, in accordance with his or her best judgment. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “For”, “Against” and “Abstain” votes. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, then those shares will be treated as broker non-votes. VOTES REQUIRED TO APPROVE PROPOSALS For each proposal votes cast FOR the Director Nominee or proposal must exceed the votes cast AGAINST the Director Nominee or proposal for the Director Nominee to be elected or the proposal to be approved. For all proposals, neither abstentions nor broker non-votes will have any legal effect on whether the Director Nominee is elected or the proposal is approved. If a Director Nominee is an incumbent Director and fails to receive more FOR votes than AGAINST votes, the Director is required to tender his or her resignation to the Nominating and Corporate Governance Committee of the Board for consideration, and the Nominating and Corporate Governance Committee will determine whether it is advisable to accept or reject the resignation and will submit a recommendation to the Board for consideration. The vote to approve executive compensation is an advisory, non-binding vote, and the Compensation Committee will consider the results of the vote for any immediate action it deems necessary as well as in setting future executive compensation. Shareholder approval for the appointment of our independent registered public accounting firm is not required. The Board is submitting the selection of Ernst & Young LLP for ratification in order to obtain the views of our shareholders. The Audit Committee will consider a vote against the audit firm by the shareholders in selecting our independent registered public accounting firm in the future. VOTING RESULTS Preliminary voting results will be announced at the Annual Meeting. We will file the final results of the vote on a Current Report on Form 8-K with the SEC within four business days of the Annual Meeting. Once filed, you will be able to access the Current Report on Form 8-K on our website by visiting http://ir.maac.com/SEC-Filings. Information from our website is not incorporated by reference into this Proxy Statement. MEETING MATERIALS INFORMATION  MEETING MATERIALS The proxy materials for the Annual Meeting, including the Annual Meeting Notice, Proxy Statement and Annual Report, are available at http://materials.ProxyVote.com/59522J. Notice of Internet Availability of materials was distributed to shareholders on or about April 8, 2024. ADOPTION OF NOTICE AND ACCESS In alignment with our corporate responsibility initiatives, we adopted the Notice and Access delivery format allowed under the SEC rules. As a result, on or about April 8, 2024, unless directed otherwise by a shareholder, we mailed a Notice of Internet Availability to shareholders entitled to receive notice of the Annual Meeting, which contained instructions on how to access the proxy materials on the Internet. Shareholders who had affirmatively requested electronic delivery of our proxy materials received their Notice of Internet Availability via electronic delivery and shareholders who previously made an election to permanently receive printed copies were mailed a full printed set of materials. If you received a Notice of Internet Availability by mail or electronic delivery, you will not automatically receive a printed copy of the proxy materials. We believe that using the Notice and Access method of proxy delivery helps us to reduce the printing and postage expenses associated with our annual meetings, provides shareholders with more time to review materials by making them available sooner and reduces our environmental impact by minimizing our paper and ink usage as well as the energy and fuel required to print and deliver bulk materials. We encourage all of our shareholders to not only review the materials online but also sign up for electronic delivery of future notices to further reduce our collective impact on the environment, if they have not already done so. Shareholders who prefer to receive a printed copy of materials may request they be mailed to them at no charge by scanning the QR barcode on their Notice of Internet Availability or using any of the methods as outlined below. 2024 PROXY STATEMENT   79 GENERAL INFORMATION REQUEST A PRINTED COPY OF THE PROXY MATERIALS To request a printed copy of the proxy materials you will need the 16-digit control number from your Notice of Internet Availability. Some Beneficial Owners may not be issued a 16-digit control number. Those owners should follow the instructions provided on their Voter Instruction Form from their bank or broker. ONLINE  www.ProxyVote.com   IMPACT OF ABSTENTIONS Abstentions will have no legal effect on whether this proposal is approved. IMPACT OF BROKER NON-VOTES Broker non-votes will have no legal effect on whether this proposal is approved. BOARD RECOMMENDATION ON BEHALF OF THE AUDIT COMMITTEE, OUR BOARD RECOMMENDS A VOTE FORTHE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.     Ernst & Young LLP audited our annual financial statements for the fiscal year ended December 31, 2020, and our internal control over financial reporting as of December 31, 2020. On February 16, 2021, following a review of the qualifications, performance and independence of Ernst & Young LLP, among other considerations, the Audit Committee appointed Ernst & Young LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2021. Ernst & Young LLP has performed as our external auditors continuously since October 2005. The Audit Committee believes that the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 is in the best long-term interest of our shareholders. A representative of Ernst & Young LLP will virtually attend the Annual Meeting to make a statement if they so desire and to answer any appropriate questions.   2021 PROXY STATEMENT 67 BY PHONE  800-579-1639 Table of Contents AUDIT AND NON-AUDIT FEES The following table shows the fees paid or accrued by us for audit and other services provided by Ernst & Young LLP, our independent registered public accounting firm effective as of October 31, 2005, for the years ended December 31, 2020 and 2019. SEC rules under Section 202 of the Sarbanes-Oxley Act of 2002 require the Audit Committee to pre-approve audit and non-audit services provided by our independent registered public accounting firm. In 2002, our Audit Committee began pre-approving all services provided by our independent registered public accounting firm and has pre-approved all new services since that time.     2020   2019 Audit Fees (1)   $ 2,267,035     $ 2,416,184   Audit-Related Fees (2)     -       -   Tax Fees (3)     422,320       365,770   All Other Fees (4)     1,450       2,000   Total Fees   $ 2,690,805     $ 2,783,954   (1) Audit Fees consists of fees billed for professional services rendered and expenses incurred relating to the audit of our financial statements and internal control over financial reporting, the review of our interim financial statements and the work performed on securities offerings and other filings with the SEC, including comfort letters, consents and comment letters. BY E-MAIL  sendmaterial@proxyvote.com Send a blank e-mail with your 16-digit control number in the Subject Line (2) Audit-Related Fees consists of fees billed for professional services rendered and expenses incurred for assurance and other services related to the audit of our financial statements.  (3) Tax Fees consists of fees billed for professional services rendered and expenses incurred related to tax return preparation and compliance and general tax consulting. For 2020, Tax Fees included fees billed specifically pertaining to tax return compliance, Section 1031 “Like-kind” consulting, Section 704c allocation modeling, captive insurance consulting, real estate transfer tax consulting, and a cost segregation study. For 2019, Tax Fees included fees billed specifically pertaining to tax return compliance, 162(m) executive compensation consulting, sales and use tax planning, Section 1031 “Like-kind” consulting, debt financing tax consulting and state income tax notices.  (4) All Other Fees consists of a fee billed for a subscription to an online technical accounting and tax information resource. The Audit Committee has determined that the nature and level of non-audit related services that Ernst & Young LLP provides to us is compatible with maintaining the independence of Ernst & Young LLP. AUDIT COMMITTEE POLICIES PRACTICES RELATED TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SOLE AUTHORITY TO APPOINT OR REPLACE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm and is responsible for the compensation and oversight of the work of the independent registered public accounting firm for the purpose of preparing or issuing an audit report or related work, or performing other audit, review or attestation services for MAA. As such, the independent registered public accounting firm reports directly to the Audit Committee.   2021 PROXY STATEMENT 68 Table of Contents ANNUAL EVALUATION AND SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee annually evaluates the performance of our independent registered public accounting firm and audit engagement team and determines whether to reengage the then current firm. Among other items, the Audit Committee considers the following factors when making this determination: § The Audit Committee’s determination of prior performance of the independent registered public accounting firm including the quality and efficiency of work performed, and familiarity of our operations, accounting policies and procedures and internal controls over financial reporting, § Independence considerations including independence controls of the independent registered public accounting firm and the type and quantity of non-audit services provided to us, any member of the Board and any NEOs, § Recent Public Company Accounting Oversight Board reports related generally to the independent registered public accounting firm and specifically to audits by members of our engagement team, § Depth of financial, accounting and industry experience, technical expertise and resources of the independent registered public accounting firm in general and of the members of the audit engagement team specifically, § The quality, candor and frequency of the independent registered public accounting firm’s communications with the Audit Committee, § The appropriateness of fees charged by the independent registered public accounting firm, and § The results of the most recent shareholder vote to ratify the appointment of the independent registered public accounting firm. Shareholders ratified the selection of Ernst & Young LLP to be our independent registered public accounting firm for 2020 by 98.5% at the 2020 Annual Meeting of Shareholders. OVERSIGHT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM In addition to quarterly written materials submitted to the Audit Committee, representatives of the independent registered public accounting firm meet with the committee, management and the Director of Internal Audit on a quarterly basis. The Audit Committee routinely meets with representatives of the independent registered public accounting firm as well as management and the Director of Internal Audit in separate executive sessions throughout the year. The Chairman of the Audit Committee may also receive or request periodic or ad hoc updates from the independent registered public accounting firm and/or management and the Director of Internal Audit between scheduled meetings, as desired.  PRE-APPROVAL OF ALL AUDITING AND NON-AUDITING SERVICES The Audit Committee pre-approves all auditing services and permitted non-audit services to be performed by the independent registered public accounting firm. The Audit Committee has delegated the authority to pre-approve such services and fees to the Chairman of the Audit Committee when scheduling a full committee meeting to timely consider a proposed service or fee is not feasible. Any decisions to pre-approve services or fees made solely by the Chairman of the Audit Committee are presented to the full Audit Committee for ratification at its next scheduled meeting. Authority to pre-approve services and fees of the independent registered public accounting firm may not be delegated to any member of management.  ROTATION OF AUDIT ENGAGEMENT TEAM MEMBERS The Audit Committee ensures that the rotation of the lead audit partner and audit engagement team members of our independent registered public accounting firm is done in compliance with NYSE and SEC regulations. In addition, the Audit Committee participates in the selection and approval of the lead audit partner and may, from time to time, also engage in discussions surrounding individual audit engagement team member needs.   2021 PROXY STATEMENT 69 Table of Contents HIRING OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EMPLOYEES RESTRICTIONS ON HIRING OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EMPLOYEES MAA will not hire an individual who is concurrently an employee of its independent registered public accounting firm, nor will MAA hire an individual in an accounting role or financial reporting oversight role if they remain in a position to influence MAA’s independent registered public accounting firm’s operations or policies. REQUIRED APPROVAL FOR HIRING PREVIOUS MEMBERS OF AUDIT ENGAGEMENT TEAM MAA’s Principal Accounting Officer or Chief Financial Officer must approve the hiring of any candidate who served on the independent registered public accounting firm’s audit engagement team for MAA. COOLING OFF PERIOD BEFORE HIRING PREVIOUS MEMBERS OF AUDIT ENGAGEMENT TEAM MAA will not hire a former member of the independent registered public accounting firm’s audit engagement team for MAA in an accounting or financial reporting oversight role before a required “cooling-off” period has elapsed. REPORTING OF HIRING PREVIOUS MEMBERS OF AUDIT ENGAGEMENT TEAM TO AUDIT COMMITTEE Management discloses all hires of former members of the independent registered public accounting firm’s audit engagement team for accounting or financial reporting oversight roles to the Audit Committee at least quarterly. OTHER PRACTICES AUDIT COMMITTEE COMPRISED SOLELY OF INDEPENDENT MEMBERS OF THE BOARD The Audit Committee is comprised solely of independent members of the Board. SEC FINANCIAL EXPERT Alan B. Graf, Jr., Russell R. French and Edith Kelly-Green serve on the Audit Committee and have been determined by the Audit Committee and the Board to meet the definition of an audit committee financial expert under the applicable SEC rules. ANONYMOUS WHISTLEBLOWER PLATFORM The Audit Committee has established a formal Whistleblower Policy with related Procedures which allows for the anonymous submission and addressing of concerns related to accounting, internal accounting controls and auditing matters. The policy and procedures are reviewed annually by the Audit Committee and are publicly provided with other corporate governance materials on MAA’s investor relations website at http://ir.maac.com/Corporate-Governance.     2021 PROXY STATEMENT 70 ELECTRONIC DELIVERY Table of Contents AUDIT COMMITTEE REPORT The Audit Committee has the responsibilities and powers set forth in its charter which include the responsibility to assist our Board of Directors in its oversight of our accounting and financial reporting principles and policies and internal audit controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the independent auditor and our internal audit function, and our endeavors to address cybersecurity risks. The Audit Committee is also required to prepare this report to be included in our annual Proxy Statement pursuant to the proxy rules of the SEC. Management is responsible for the indemnification, assessment and management of cybersecurity risks, the preparation, presentation and integrity of our financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations. The internal auditor is responsible for testing such internal controls and procedures. Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements, reviews of our quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, as well as other procedures. The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2020 with management. In addition, the Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, and other matters required by the charter of this committee. The Audit Committee also has received the written disclosures and the letter from Ernst & Young LLP required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, and has discussed with Ernst & Young LLP their independence from MAA and its management. The Audit Committee has received both management’s and the independent registered public accounting firm’s reports on internal control over financial reporting and has discussed those reports. The Audit Committee has discussed with management and representatives of the independent registered public accounting firm such other matters and received such assurances from them as they deemed appropriate. As a result of their review and discussions, the Audit Committee has recommended to the Board of Directors the inclusion of our audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC. AUDIT COMMITTEE: Alan B. Graf, Jr., CHAIRMAN Russell R. French Edith Kelly-Green W. Reid Sanders Gary Shorb   2021 PROXY STATEMENT 71 Table of Contents SECURITIES OWNERSHIP SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides information regarding shares of MAA common stock which could be issued with respect to compensation plans as of December 31, 2020.     Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights   Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))     (a)(1)   (b)(1)   (c)(2) Equity compensation plans approved by security holders                           19,845    $                 77.83                        1,132,745               Equity compensation plans not approved by security holders    None    None    None Total                           19,845    $                 77.83                        1,132,745 (1) The outstanding options were issued in exchange for options outstanding with Post Properties, Inc. at the time of our merger. (2) Represents shares available to be issued under our Second and Amended MAA 2013 Stock Incentive Plan. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The number of shares owned and percentage ownership in the following table is based on 114,407,878 shares of common stock outstanding on March 12, 2021. The following table sets forth information, regarding each person known to us to be the beneficial owner of more than five percent of our common stock. The information in the following table is based solely on Schedule 13G filings with the SEC by the respective identified beneficial owners.    Amount and       Notes on Amounts from Schedule 13G Disclosures    Nature of       Power to Vote or   Power to Dispose or Name and Address  Beneficial Percent     Direct the Vote   Direct the Disposition of Beneficial Owner  Ownership of Class     Sole   Shared   Sole   Shared The Vanguard Group  18,171,315 15.9%                        -           443,860     17,412,809        758,506 100 Vanguard Blvd.                       Malvern, PA 19355                                               Data as of 12/31/2020 per 13G/A                                           BlackRock, Inc.  11,467,060 10.0%       10,252,012                    -        11,467,060                    -    55 East 52nd Street                       New York, NY 10055                                               Data as of 2/28/2021 per 13G/A                                           State Street Corporation     6,591,473 5.8%                        -        5,758,539                      -        6,575,838 State Street Financial Center                       One Lincoln Street                       Boston, MA 02111                                               Data as of 12/31/2020 per 13G                                             2021 PROXY STATEMENT 72 Table of Contents SECURITY OWNERSHIP OF MANAGEMENT The number of shares owned and percentage ownership in the following table is based on 114,407,878 shares of common stock outstanding on March 12, 2021. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of March 12, 2021. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The following table sets forth the beneficial ownership of our common stock as of March 12, 2021 by (i) each Director, (ii) each Director Nominee, (iii) each NEO in the Summary Compensation Table, and (iv) all Directors, Director Nominees and NEOs as a group. Unless otherwise indicated, voting power and investment power are exercisable solely by the named person. The address of each officer, director and/or director nominee listed below is 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. Name of Beneficial Owner Aggregate Number of Shares Beneficially Owned Percent of Class Notes H. Eric Bolton, Jr. (1) 389,495 (2) Includes 110,000 shares that Mr. Bolton has the current right to acquire upon redemption of limited partnership units; 8,818 shares attributed to Mr. Bolton in our Employee Stock Ownership Plan. Albert M. Campbell, III 80,964 (2) Includes 3,145 shares attributed to Mr. Campbell in our Employee Stock Ownership Plan; 100 shares held by Mr. Campbell through an individual retirement account; and 11,523 shares owned in a joint account with his wife for which Mr. Campbell has shared voting and investment power. Melanie Carpenter 16,802 (2) Includes 851 shares attributed to Mrs. Carpenter in our Employee Stock Ownership Plan Robert J. DelPriore 50,599 (2)   Russell R. French 19,529 (2) Includes 8,999 shares held in a deferred compensation account. Alan B. Graf, Jr. (1) 45,779 (2) Includes 31,751 shares held in a deferred compensation account.   Thomas L. Grimes, Jr. 80,288 (2) Includes 3,969 shares attributed to Mr. Grimes in our Employee Stock Ownership Plan; 1,456 shares owned by Mr. Grimes’ spouse in our Employee Stock Ownership Plan; and 2 shares owned by his children for which Mr. Grimes has shared voting and investment power. Toni Jennings (1) 8,437 (2)   Edith Kelly-Green (1) 881 (2) Includes 881 shares held in a deferred compensation account. James K. Lowder (1) 242,586 (2) Includes 233,716 shares that Mr. Lowder has the current right to acquire upon redemption of limited partnership units, as to 4,990 of which Mr. Lowder would have shared voting and investment power (4,990 owned by JKL Investments, LLC); 60,105 of the limited partnership units owned by Mr. Lowder are pledged as collateral on various loans. See Policy Regarding the Ability of Employees or Directors to engage in Hedging Transactions or Pledging of Securities on page 18. Thomas H. Lowder (1) 287,572 (2) Includes 248,654 shares that Mr. Lowder has the current right to acquire upon redemption of limited partnership units, 19,928 of which Mr. Lowder would have shared voting and investment power (19,928 owned by THL Investments, LLC); 3,900 shares held in a deferred compensation account; 25,791 shares held by Mr. Lowder through an individual retirement account; and 357 shares indirectly owned for which Mr. Lowder has shared voting and investment power (357 shares owned by THL Investments, LLC). Monica McGurk (1) 10,453 (2) Includes 6,753 shares held in a deferred compensation account.   Claude B. Nielsen (1) 26,610 (2) Includes 2,111 shares that Mr. Nielsen has the current right to acquire upon redemption of limited partnership units; and 12,382 shares held in a deferred compensation account. Philip W. Norwood (1) 33,268 (2) Includes 20,485 shares held in a deferred compensation account.    W. Reid Sanders (1) 149,729 (2) Includes 107,000 shares that Mr. Sanders has the current right to acquire upon redemption of limited partnership units; 9,520 shares held in a deferred compensation account; 6,000 shares held by Mr. Sanders through an individual retirement account; and 8,400 shares Mr. Sanders holds indirectly and for which he has shared voting and investment power, of which 4,100 shares Mr. Sanders has authority to vote as trustee or through a power-of-attorney and 1,300 shares owned by Mr. Sanders’ spouse. Gary Shorb (1) 24,249 (2) Includes 19,452 shares held in a deferred compensation account.   David P. Stockert (1) 128,483 (2) Includes 8,352 shares held in a deferred compensation account; and 51,306 shares owned by Mr. Stockert’s spouse. All Directors, Director Nominees and NEOs as a group (17 persons) 1,595,724 1.39% Includes 701,481 shares that may be acquired upon redemption of limited partnership units; 122,475 shares held in deferred compensation accounts; and 18,239 shares held in our Employee Stock Ownership Plan. (1) Director Nominee (2) Less than 1%   2021 PROXY STATEMENT 73 Table of Contents GENERAL INFORMATION MEETING INFORMATION DATE TIME PLACE Shareholders may participate in the Annual Meeting by using any internet accessible device to log into the below URL with their 16-digit control number. Tuesday, May 18, 2021 12:30 p.m. CDT www.virtualshareholdermeeting.com/MAA2021 HOW SHAREHOLDERS CAN ATTEND THE ANNUAL MEETING Starting at 12:15 p.m. CDT on May 18, 2021, shareholders can use any device that allows them to access the internet to go to www.virtualshareholdermeeting.com/MAA2021. To participate, shareholders will need to enter the 16-digit control number included on their proxy card, Notice of Internet Availability or Voter Instruction Form. If a shareholder cannot locate their 16-digit control number they may attend the Annual Meeting as a guest; however, Shareholders must log in as a shareholder in order to ask a question or vote during the Annual Meeting. HOW GUESTS CAN ATTEND THE ANNUAL MEETING Starting at 12:15 p.m. CDT on May 18, 2021, guests can use any device that allows them to access the internet to go to www.virtualshareholdermeeting.com/MAA2021 and log in as a guest. TECHNICAL DIFFICULTIES The virtual meeting platform is supported across most internet browsers and devices (desktops, laptops, tablets and smart phones) that are running updated versions or applicable software and plugins. Shareholders should ensure they have a strong internet connection wherever they intend to participate in the Annual Meeting. If you encounter any difficulties accessing the virtual meeting after 12:15 p.m. CDT on May 18, 2021, please call the technical support number that will be posted on the virtual meeting log in page. HOW SHAREHOLDERS CAN ASK A QUESTION Only shareholders will be permitted to ask questions during the Annual Meeting. All questions should be relevant to the proposals being considered at the Annual Meeting. Due to time limitations or the nature of any individual question (whether not related to the business to be conducted at the Annual Meeting or otherwise inappropriate or repetitive), not all questions may be answered. Questions will be answered solely at the discretion of MAA and MAA’s determination as to the relevancy or appropriateness of a question will be binding. Shareholders may ask a question during the Annual Meeting by typing a question in the “Ask a Question” field after joining the Annual Meeting at www.virtualshareholdermeeting.com/MAA2021 by logging in with their 16-digit control number. REQUIRED QUORUM TO HOLD THE ANNUAL MEETING A quorum of shareholders is required to hold a valid meeting and will be present if at least a majority of the shareholders eligible to participate and vote are represented at the Annual Meeting. On March 12, 2021, the record date for the Annual Meeting, there were 114,407,878 shares of common stock outstanding and entitled to vote. Thus, 57,203,940 shares of common stock must be represented by shareholders present either in person virtually or by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy to vote in advance or vote in person virtually at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chairman of the meeting or a majority of the votes present virtually at the Annual Meeting may adjourn the meeting to another date.   2021 PROXY STATEMENT 74 Table of Contents VOTING INFORMATION HOW TO VOTE You may vote by proxy in advance of or during the Annual Meeting by following the below instructions, but we encourage you to vote in advance even if you plan to attend the Annual Meeting. VOTE IN ADVANCE Beneficial owners should refer to the instructions received from the organization holding their account if they are unable to vote through any of the means provided below. What You Need Vote By ONLINE www.ProxyVote.com 16-digit control number Look on your proxy card, Voter Instruction Form or Notice of Internet Availability 11:59 P.M. Eastern Time on May 17, 2021, for shares held directly 11:59 P.M. Eastern Time on May 13, 2021, for shares held in a company plan QR CODE Smartphone AND proxy card or Notice of Internet Availability Scan the QR Code to vote without entering your 16-digit control number BY PHONE 800-690-6903 Proxy card BY MAIL Proxy card or Voter Instruction Form Complete, sign, date and return in the postage-paid envelope provided VOTE DURING THE ANNUAL MEETING You may vote live during the Annual Meeting via the online meeting platform. Beneficial owners who do not have a 16-digit control number should check with the organization that holds their shares for special instructions. ONLINE www.virtualshareholdermeeting.com/MAA2021 Use your 16-digit control number to log on as a shareholder to vote during the Annual Meeting. CHANGING YOUR VOTE If you vote by proxy in advance of the Annual Meeting, you can revoke your proxy at any time before the final vote at the Annual Meeting. Follow the voting instructions to change your vote. SHAREHOLDERS ENTITLED TO VOTE Only shareholders of record at the close of business on the record date, March 12, 2021, are entitled to receive notice of the Annual Meeting and to vote the shares that they held on the record date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. The only class of stock that can be voted at the Annual Meeting is our common stock. Each share of common stock is entitled to one vote on all matters that come before the Annual Meeting. As of the close of business on March 12, 2021, we had 114,407,878 shares of common stock outstanding. BENEFICIAL OWNERS If on March 12, 2021 your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner and proxy materials are provided to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You should refer to the materials received from such organization to direct the vote of your shares and for other questions. MAA EMPLOYEE STOCK OWNERSHIP PLAN If you had shares in an account under our Employee Stock Ownership Plan on March 12, 2021, you have the right to vote the shares in your account.   2021 PROXY STATEMENT 75 Table of Contents SOLICITATION OF PROXIES MAA is soliciting proxies, and your vote is very important. For this reason, our Board requests that you allow your shares to be represented at the Annual Meeting by the proxies named on your proxy card or Voter Instruction Form. We will bear the entire cost of soliciting proxies. In addition to soliciting proxies through the Notice of Internet Availability, our Directors or employees may also solicit proxies in person, by phone or by other means. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of providing proxy materials to beneficial owners. If you receive more than one Notice of Internet Availability, proxy card or Voter Instruction Form you must follow the instructions on each to ensure that all of your shares are represented and voted. CASTING OF VOTES If you submit a valid proxy through one of the avenues listed in the How to Vote section of this Proxy Statement, your votes will be cast as you indicate. If you submit a properly executed proxy card without marking your voting selections, your shares will be voted per our Board recommendations FOR all Director Nominees and proposals contained within this Proxy Statement. If any additional matters are properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by the Board or, if no recommendation is given, in accordance with his or her best judgment. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “For”, “Against” and “Abstain” votes. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, then those shares will be treated as broker non-votes. VOTES REQUIRED TO APPROVE PROPOSALS For each proposal, votes cast FOR the Director Nominee or proposal must exceed the votes cast AGAINST the Director Nominee or proposal for the Director Nominee to be elected or the proposal to be approved. Neither abstentions nor broker non-votes will have any legal effect on whether the Director Nominee is elected or the proposal is approved. If a Director Nominee is an incumbent Director and fails to receive more FOR votes than AGAINST votes, the Director is required to tender his or her resignation to the Nominating and Corporate Governance Committee of the Board for consideration, and the Nominating and Corporate Governance Committee will determine whether it is advisable to accept or reject the resignation and will submit a recommendation to the Board for consideration. The vote to approve executive compensation is an advisory, non-binding vote, and the Compensation Committee will consider the results of the vote for any immediate action it deems necessary as well as in setting future executive compensation. Shareholder approval for the appointment of our independent registered public accounting firm is not required. The Board is submitting the selection of Ernst & Young LLP for ratification in order to obtain the views of our shareholders. The Audit Committee will consider a vote against the firm by the shareholders in selecting our independent registered public accounting firm in the future. VOTING RESULTS Preliminary voting results will be announced at the Annual Meeting. We will file the final results of the vote on a Current Report on Form 8-K with the SEC within four business days of the Annual Meeting. Once filed, you will be able to access the Current Report on Form 8-K on our website by visiting http://ir.maac.com/SEC-Filings. Information from our website is not incorporated by reference into this Proxy Statement. MEETING MATERIALS INFORMATION The proxy materials for the Annual Meeting, including the Annual Meeting Notice, Proxy Statement and Annual Report, are being made available at http://materials.ProxyVote.com/59522J or mailed to shareholders on or about April 5, 2021.   2021 PROXY STATEMENT 76 Table of Contents ADOPTION OF NOTICE AND ACCESS In alignment with our ESG initiatives, we adopted the Notice and Access delivery format allowed under the SEC rules. As a result, on or about April 5, 2021, unless directed otherwise by a shareholder, we mailed a Notice of Internet Availability to shareholders entitled to receive notice of the Annual Meeting, which contained instructions on how to access the proxy materials on the Internet. Shareholders who had affirmatively requested electronic delivery of our proxy materials received their Notice of Internet Availability via electronic delivery and shareholders who previously made an election to permanently receive printed copies were mailed a full printed set of materials. If you received a Notice of Internet Availability by mail or electronic delivery, you will not automatically receive a printed copy of the proxy materials. We believe that using the Notice and Access method of proxy delivery helps us to reduce the printing and postage expenses associated with our annual meetings, provides shareholders with more time to review materials by making them available sooner and reduces our environmental impact by minimizing our paper and ink usage as well as the energy and fuel required to print and deliver bulk materials. We encourage all of our shareholders to not only review the materials online but also sign up for electronic delivery of future notices to further reduce our collective impact on the environment. Shareholders who prefer to receive a printed copy of materials may request they be mailed to them at no charge by scanning the QR barcode on their Notice of Internet Availability or using any of the methods as outlined below. REQUEST A PRINTED COPY OF THE PROXY MATERIALS To request a printed copy of the proxy materials you will need the 16-digit control number from your Notice of Internet Availability. Some Beneficial Owners may not be issued a 16-digit control number. Those owners should follow the instructions provided on their Voter Instruction Form from their bank or broker. ONLINE www.ProxyVote.com BY PHONE 800-579-1639 BY E-MAIL  sendmaterial@proxyvote.com To request materials by e-mail, send a blank e-mail with your 16-digit control number in the subject line. To ensure receipt of printed copies prior to the Annual Meeting, we recommend requesting materials prior to May 4, 2021. ELECTRONIC DELIVERY We encourage our shareholders to sign up for electronic delivery of proxy materials. Shareholders of Record can sign up for electronic delivery of materials while casting their vote online or by accessing their shareholder account with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. Beneficial owners should check with their broker or bank for availability of electronic delivery. ANNUAL REPORT ON FORM 10-K Our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC, including the financial statements, financial statement schedules and all exhibits may be obtained from our website by visiting http://ir.maac.com/SEC-Filings. Information from our website is not incorporated by reference into this Proxy Statement. You can also obtain a copy, free of charge, by writing our Investor Relations Department at MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138 or by calling (866) 576-9689. HOUSEHOLDING The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more shareholders sharing the same address by delivering a single Notice of Internet Availability addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers household proxy materials, delivering one copy of proxy materials to multiple shareholders sharing an address, unless contrary instructions have been received from the affected shareholders, and we undertake to deliver promptly upon written or oral request a separate copy of proxy materials to shareholders sharing an address to which a single copy of proxy materials was delivered. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to householding. If at any time you no longer wish to participate   2021 PROXY STATEMENT 77 Table of Contents in householding and would prefer to receive separate proxy materials, or if you are receiving multiple copies of proxy materials and wish to receive only one, please do one of the following: (i) mark the appropriate box on your proxy card if you hold registered shares or notify your broker if your shares are held in a brokerage account; or (ii) notify us in writing at MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138, Attention:  Corporate Secretary. We can only household registered shares. If you own registered shares as well as hold shares in a brokerage account, you will continue to receive multiple copies of proxy materials. MATTERS RELATED TO THE 2022 ANNUAL MEETING OF SHAREHOLDERS SHAREHOLDER PROPOSAL REQUIREMENTS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS Shareholders who wish to submit proposals for inclusion in our proxy materials to be furnished to shareholders in connection with our 2022 Annual Meeting of Shareholders (other than proxy access director nominations) must comply with our bylaws and all applicable requirements of Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended, or the Exchange Act. To be considered timely for inclusion in our proxy materials furnished by us to shareholders, such proposals must be sent to the Nominating and Corporate Governance Committee, Attention: Corporate Secretary, MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138 and be received no later than the close of business on December 6, 2021. Shareholders may also directly submit proposals at our 2022 Annual Meeting of Shareholders, including proposals to nominate their own persons for election as directors by our shareholders. Our bylaws provide requirements for ownership and certain procedures that a shareholder must follow to make their own nominations of persons for election as directors, or to submit other business, at an annual meeting of shareholders that is not included in our proxy materials. Pursuant to our bylaws, shareholders wishing to submit proposals or director nominations that are not to be included in our proxy materials must give timely notice thereof in writing to our Corporate Secretary that contains all of the information required by our bylaws and prepare their own proxy materials for our shareholders. To be timely for the 2022 Annual Meeting of Shareholders, you must submit such proposals or nominations to our Corporate Secretary, in writing, no later than the close of business on February 17, 2022 and no earlier than the close of business on January 18, 2022. We also advise you to review our bylaws, which contain additional requirements about advance notice of shareholder proposals and director nominations, including different notice submission date requirements in the event we do not hold our 2022 Annual Meeting of Shareholders between April 18, 2022 and July 17, 2022. The Chairman of the 2022 Annual Meeting of Shareholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, the proxy solicited by the Board for the 2022 Annual Meeting of Shareholders will confer discretionary voting authority with respect to any matter presented by a shareholder at that meeting for which we have not been provided with timely notice. Shareholder proposals must be sent to Attention: Corporate Secretary, MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. PROXY ACCESS NOTICE REQUIREMENTS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS Our bylaws require eligible shareholders to give advance notice of any proxy access director nomination. The required notice, which must include the information and documents set forth in our bylaws, must be given no less than 120 days prior to the anniversary of the date of the proxy statement for the prior year’s annual meeting of shareholders. Accordingly, to be timely for the 2022 Annual Meeting of Shareholders, our Corporate Secretary must receive the required notice no later than December 6, 2021. Notice must be sent to Attention: Corporate Secretary, MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. We advise you to review our bylaws, which contain additional requirements regarding advance notice of proxy access director nominations, including different notice submission date requirements in the event we do not hold our 2022 Annual Meeting of Shareholders between April 18, 2022 and July 17, 2022. A copy of our bylaws can be found on the SEC website (https://www.sec.gov) as Exhibit 3.2(i) to the Form 8-K which was filed on March 14, 2018. QUESTIONS If you have any questions about the Annual Meeting, these proxy materials or your ownership of our common stock, please contact our Legal Department at 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138, or email investor.relations@maac.com or call (901) 682-6600.   2021 PROXY STATEMENT 78 Table of Contents NON-GAAP FINANCIAL MEASURES FFO, a non-GAAP financial measure, represents net income available for MAA common shareholders (calculated in accordance with GAAP) excluding gains or losses on disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income attributable to noncontrolling interests, and adjustments for joint ventures. Because net income attributable to noncontrolling interests is added back, FFO, when used in this Proxy Statement, represents FFO attributable to MAA. While MAA’s definition of FFO is in accordance with NAREIT’s definition, it may differ from the methodology for calculating FFO utilized by other companies and, accordingly, may not be comparable to such other companies. FFO should not be considered as an alternative to Net income available for MAA common shareholders as an indicator of operating performance. MAA believes that FFO is helpful in understanding operating performance in that FFO excludes depreciation and amortization of real estate assets. MAA believes that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. Core FFO represents FFO as adjusted for items that are not considered part of MAA’s core business operations such as adjustments related to the fair value of the embedded derivative in the MAA Series I preferred shares, gain or loss on sale of non-depreciable assets, adjustments for gains or losses from unconsolidated limited partnerships, net casualty gain or loss, gain or loss on debt extinguishment, non-routine legal costs and settlements, COVID-19 related costs and mark-to-market debt adjustments. While MAA's definition of Core FFO may be similar to others in the industry, MAA’s methodology for calculating Core FFO may differ from that utilized by other REITs and, accordingly, may not be comparable to such other REITs. Core FFO should not be considered as an alternative to Net income available for MAA common shareholders as an indicator of operating performance. MAA believes that Core FFO is helpful in understanding its core operating performance between periods in that it removes certain items that by their nature are not comparable over periods and therefore tend to obscure actual operating performance. FAD is composed of Core FFO less total capital expenditures, excluding development spending and property acquisitions. FAD should not be considered as an alternative to Net income available for MAA common shareholders as an indicator of operating performance. As an owner and operator of real estate, MAA considers FAD to be an important measure of performance from core operations because FAD measures the ability to control revenues, expenses and total capital expenditures. A reconciliation of net income available for MAA common shareholders to FFO, Core FFO and FAD is set forth in the below table. Amounts in thousands, except per share and unit data   Year Ended December 31,       2020   2019 Net income available for MAA common shareholders    $ 251,274    $ 350,123   Depreciation and amortization of real estate assets       504,364       490,632   Gain on sale of depreciable real estate assets                (9)       (80,988)   Depreciation and amortization of real estate assets of real estate joint venture   612   618   Net income attributable to noncontrolling interests           9,053         12,807 Funds from operations attributable to MAA, or FFO       765,294       773,192    Income on embedded derivative in preferred shares         (2,562)       (17,886)    Gain on sale of non-depreciable real estate assets         (1,024)       (12,047)    Gain from unconsolidated limited partnerships, net of tax         (4,757)         (2,954)    Net Casualty (gain) loss and other settlement proceeds              484         (3,390)    Loss on debt extinguishment              344              253    Non-routine legal costs and settlements              (38)           2,276    COVID-19 related costs           3,536                 -       Mark-to-market debt adjustment                75            (256) Core funds from operations, or Core FFO       761,352       739,188   Recurring capital expenditures       (80,420)       (72,781) Core adjusted funds from operations       680,932       666,407   Redevelopment capital expenditures       (76,728)       (58,199)   Revenue enhancing capital expenditures       (39,529)       (32,871)   Commercial capital expenditures         (3,477)         (7,075)   Other capital expenditures       (25,352)       (19,280) Funds available for distribution, or FAD    $ 535,846    $ 548,982             Weighted average common shares - diluted       114,500       114,113 FFO weighted average common shares and units - diluted       118,409       118,127             Earnings per common share - diluted:         Net income available for common shareholders    $       2.19    $       3.07 Funds from operations per Share - diluted, or FFO per Share    $       6.46    $       6.55 Core funds from operations per Share - diluted, or Core FFO per Share    $       6.43    $       6.26   2021 PROXY STATEMENT 79 Table of Contents OTHER MATTERS Our Board of Directors, at the time of the preparation of this Proxy Statement, knows of no business to come before the meeting other than that referred to herein. If any other business should come before the meeting, the person(s) named on the proxy card will have discretionary authority to vote all proxies as recommended by the Board of Directors or, if no recommendation is given, in accordance with their best judgment. BY ORDER OF THE BOARD OF DIRECTORS Leslie B.C. Wolfgang Senior Vice President, Chief Ethics and Compliance Officer, and Corporate Secretary April 5, 2021   2021 PROXY STATEMENT 80 Table of Contents REFERENCES AND ABBREVIATIONS Below are the definitions of various references and abbreviations used throughout the Proxy Statement. MEETING AND MATERIALS Annual Meeting 2021 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc. Annual Meeting Notice Notice of 2021 Annual Meeting of Shareholders Annual Report Annual Report to Shareholders for the Year Ended December 31, 2020 Beneficial Shareholder A Beneficial Shareholder is a shareholder whose shares are held by a bank, brokerage firm or other nominee. Such shares are often referred to as being held in Street Name. MAA, we, us, our Mid-America Apartment Communities, Inc. Notice of Internet Availability Notice Regarding Internet Availability of Proxy Materials Proxy Statement This Proxy Statement Shareholder of Record or Registered Shareholder A Shareholder of Record, also referred to as a Registered Shareholder, is a shareholder who owns their shares directly through MAA’s transfer agent, Broadridge Corporate Issuer Solutions, Inc. Voter Instruction Beneficial owners should check with their broker or bank for availability of electronic delivery. ANNUAL REPORT ON FORM 10-K Our Annual Report on Form Instructions included 10-K for the year ended December 31, 2023, as filed with the SEC, including the financial statements, financial statement schedules and all exhibits may be obtained from our website by visiting http://ir.maac.com/SEC-Filings. Information from our website is not incorporated by reference into this Proxy Statement. You can also obtain a copy, free of charge, by writing our Investor Relations Department at MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138 or by calling (866) 576-9689. HOUSEHOLDING The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials providedwith respect to Beneficial two or more shareholders sharing the same address by delivering a single Notice of Internet Availability addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers household proxy materials, delivering one copy of proxy materials to multiple shareholders sharing an address, unless contrary instructions have been received from the affected shareholders, and we undertake to deliver promptly upon written or oral request a separate copy of proxy materials to shareholders sharing an address to which a single copy of proxy materials was delivered. Such requests can be submitted in writing to MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138, Attention:  Assistant Corporate Secretary or by phone at (901) 259-7721. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to householding. If at any time you no longer wish to participate in householding and would prefer to receive separate proxy materials, or if you are receiving multiple copies of proxy materials and wish to receive only one, please do one of the following: (i) mark the appropriate box on your proxy card if you hold registered shares or notify your broker if your shares are held in a brokerage account; or (ii) notify us in writing at MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138, Attention:  Assistant Corporate Secretary or by phone at (901) 259-7721. We can only household registered shares. If you own registered shares as well as hold shares in one or more brokerage accounts, you will continue to receive multiple copies of proxy materials. MATTERS RELATED TO THE 2025 ANNUAL MEETING OF SHAREHOLDERS SHAREHOLDER PROPOSAL REQUIREMENTS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS Shareholders who wish to submit proposals for inclusion in our proxy materials to be furnished to shareholders in connection with our 2025 Annual Meeting of Shareholders (other than proxy access Director nominations) must comply with our bylaws and all applicable requirements of Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended, or the Exchange Act. To be considered timely for inclusion in our proxy materials furnished by us to shareholders, such proposals must be sent to the Nominating and Corporate Governance Committee, Attention: Corporate Secretary, MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138 and be received no later than the close of business on December 9, 2024. Shareholders may also directly submit proposals at our 2025 Annual Meeting of Shareholders, including proposals to nominate their own persons for election as directors by our shareholders. Our bylaws provide requirements for ownership and certain procedures that a shareholder must follow to make their own nominations of persons for election as Directors, or to submit other business, at an annual meeting of shareholders that is not included in our proxy materials. Pursuant to our bylaws, shareholders wishing to submit proposals or Director nominations that are not to be included in our proxy materials must give timely notice thereof in writing to our Corporate Secretary that contains all of the information and documents required by our bylaws and prepare their own proxy materials for our shareholders. To be timely for the 2025 Annual Meeting of Shareholders, you must submit such proposals or nominations to our Corporate Secretary, in writing, no later than the close of business on February 20, 2025 and no earlier than the close of business on January 21, 2025. 2024 PROXY STATEMENT   80 GENERAL INFORMATION We advise you to review our bylaws, which contain additional requirements about advance notice of shareholder proposals and Director nominations, including different notice submission date requirements in the event we do not hold our 2025 Annual Meeting of Shareholders between April 21, 2025 and July 20, 2025. A copy of our bylaws can be found on the SEC website (https://www.sec.gov) as Exhibit 3.1 to the Form 8-K that was filed on December 13, 2023. The Chairman of the 2025 Annual Meeting of Shareholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, the proxy solicited by the Board for the 2025 Annual Meeting of Shareholders will confer discretionary voting authority with respect to any matter presented by a bank, brokerage firmshareholder at that meeting for which we have not been provided with timely notice. Shareholder proposals must be sent to Attention: Corporate Secretary, MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. In addition to satisfying the requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of Director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act no later than March 22, 2025. PROXY ACCESS NOTICE REQUIREMENTS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS Our bylaws require eligible shareholders to give advance notice of any proxy access Director nomination. The required notice, which must include the information and documents set forth in our bylaws, must be given no less than 120 days prior to the anniversary of the date of the proxy statement for the prior year’s annual meeting of shareholders. Accordingly, to be timely for the 2025 Annual Meeting of Shareholders, our Corporate Secretary must receive the required notice no later than December 9, 2024. Notice must be sent to Attention: Corporate Secretary, MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. We advise you to review our bylaws, which contain additional requirements regarding advance notice of proxy access Director nominations, including different notice submission date requirements in the event we do not hold our 2025 Annual Meeting of Shareholders between April 21, 2025 and July 20, 2025. A copy of our bylaws can be found on the SEC website (https://www.sec.gov) as Exhibit 3.1 to the Form 8-K that was filed on December 13, 2023. QUESTIONS If you have any questions about the Annual Meeting, these proxy materials or your ownership of our common stock, please contact our Legal Department at 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138, or email investor.relations@maac.com or call (901) 682-6600. 2024 PROXY STATEMENT   81 NON-GAAP FINANCIAL MEASURES NON-GAAP FINANCIAL MEASURES CORE FFO Core FFO represents FFO as adjusted for items that are not considered part of MAA’s core business operations such as adjustments related to the fair value of the embedded derivative in the MAA Series I preferred shares, gain or loss on sale of non-depreciable assets, gain or loss on investments, net of tax, casualty related (recoveries) charges, net, gain or loss on debt extinguishment, legal (recoveries), costs and settlements, net, COVID-19 related costs, mark-to-market debt adjustments and other non-core items. Because net income attributable to noncontrolling interests is added back, Core FFO, when used in this document, represents Core FFO attributable to common shareholders and unitholders. While MAA's definition of Core FFO may be similar to others in the industry, MAA’s methodology for calculating Core FFO may differ from that utilized by other REITs and, accordingly, may not be comparable to such other REITs. Core FFO should not be considered as an alternative to Net income available for MAA common shareholders as an indicator of operating performance. MAA believes that Core FFO is helpful in understanding its core operating performance between periods in that it removes certain items that by their nature are not comparable over periods and therefore tend to obscure actual operating performance. FAD FAD, as calculated under the 2023 LTIP, is composed of Core FFO less total capital expenditures, excluding development spending, property acquisitions, capital expenditures relating to significant casualty losses that management expects to be reimbursed by insurance proceeds and corporate related capital expenditures. Because net income attributable to noncontrolling interests is added back, FAD, when used in this document, represents FAD attributable to common shareholders and unitholders. FAD should not be considered as an alternative to Net income available for MAA common shareholders as an indicator of operating performance. As an owner and operator of real estate, MAA considers FAD to be an important measure of performance from core operations because FAD measures the ability to control revenues, expenses and capital expenditures. FFO FFO represents net income available for MAA common shareholders (calculated in accordance with GAAP) excluding gain or loss on disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income attributable to noncontrolling interests, and adjustments for joint ventures. Because net income attributable to noncontrolling interests is added back, FFO, when used in this document, represents FFO attributable to common shareholders and unitholders. While MAA’s definition of FFO is in accordance with NAREIT’s definition, it may differ from the methodology for calculating FFO utilized by other companies and, accordingly, may not be comparable to such other companies. FFO should not be considered as an alternative to Net income available for MAA common shareholders as an indicator of operating performance. MAA believes that FFO is helpful in understanding operating performance in that FFO excludes depreciation and amortization of real estate assets. MAA believes that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. NOI Net Operating Income represents Rental and other property revenues less Total property operating expenses, excluding depreciation and amortization, for all properties held during the period, regardless of their status as held for sale. NOI should not be considered as an alternative to Net income available for MAA common shareholders. MAA believes NOI is a helpful tool in evaluating operating performance because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance. SS MAA reviews its Same Store Portfolio at the beginning of each calendar year, or as significant transactions or events warrant. Communities are generally added into the Same Store Portfolio if they were owned and stabilized at the beginning of the previous year. Communities are considered stabilized when achieving 90% average physical occupancy for 90 days. Communities that have been approved by MAA’s Board of Directors for disposition are excluded from the Same Store Portfolio. Communities that have experienced a significant casualty loss are also excluded from the Same Store Portfolio. SS NOI Same Store NOI represents Rental and other property revenues less Total property operating expenses, excluding depreciation and amortization, for all properties classified within the Same Store Portfolio during the period. Same Store NOI excludes storm-related expenses related to hurricanes. Same Store NOI should not be considered as an alternative to Net income available for MAA common shareholders. MAA believes Same Store NOI is a helpful tool in evaluating operating performance because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance. 2024 PROXY STATEMENT   82 NON-GAAP FINANCIAL MEASURES A reconciliation of net income available for MAA common shareholders to FFO, Core FFO, Core adjusted FFO and FAD as calculated under the 2023 LTIP is set forth in the below table. Amounts in thousands, except per share and unit data   Year Ended December 31,       2023     2022   Net income available for MAA common shareholders   $ 549,118     $ 633,748   Depreciation and amortization of real estate assets     558,969       535,835   Loss (gain) on sale of depreciable real estate assets     62       (214,762 ) Depreciation and amortization of real estate assets of real estate joint venture     615       621   Net income attributable to noncontrolling interests     15,025       17,340   Funds from operations attributable to MAA, or FFO     1,123,789       972,782    (Gain) loss on embedded derivative in preferred shares     (18,528 )     21,107    Gain on sale of non-depreciable real estate assets     (54 )     (809 )  (Gain) loss on investments, net of tax     (3,531 )     35,822    Casualty related charges (recoveries), net     980       (29,930 )  Gain (loss) on debt extinguishment     (57 )     47    Legal (recoveries), costs and settlements, net     (4,454 )     8,535    COVID-19 related costs     -       575    Mark-to-market debt adjustment     (25 )     77   Core funds from operations, or Core FFO     1,098,120       1,008,206   Recurring capital expenditures     (111,685 )     (98,168 ) Core adjusted funds from operations     986,435       910,038   Redevelopment capital expenditures     (98,177 )     (101,035 ) Revenue enhancing capital expenditures     (71,623 )     (65,572 ) Commercial capital expenditures     (6,922 )     (4,692 ) Other capital expenditures     (31,672 )     (23,595 ) Funds available for distribution, or FAD     778,041       715,144   Other capital expenditures adjustment under 2023 LTIP     (29,297 )     (3,113 ) Funds available for distribution, or FAD as calculated under the 2023 LTIP   $ 748,744     $ 712,031                                       Weighted average common shares – diluted     116,645       115,583   FFO weighted average common shares and units – diluted     119,722       118,618                     Earnings per common share - diluted:                 Net income available for common shareholders   $ 4.71     $ 5.48   Funds from operations per Share - diluted, or FFO per Share   $ 9.39     $ 8.20   Core funds from operations per Share - diluted, or Core FFO per Share   $ 9.17     $ 8.50   A reconciliation of net operating income to net income available for MAA common shareholders is set forth in the below table. Dollars in thousands   Year Ended December 31,       2023     2022   Net operating income, or NOI                 SS NOI   $ 1,306,939     $ 1,232,893   Non-SS and Other NOI     73,388       63,279   Total NOI     1,380,327       1,296,172   Depreciation and amortization     (565,063 )     (542,998 ) Property management expenses     (67,784 )     (65,463 ) General and administrative expenses     (58,578 )     (58,833 ) Interest expense     (149,234 )     (154,747 ) (Loss) gain on sale of depreciable real estate assets     (62 )     214,762   Gain on sale of non-depreciable real estate assets     54       809   Other non-operating income (expense)     31,185       (42,713 ) Income tax (expense) benefit     (4,744 )     6,208   Income from real estate joint venture     1,730       1,579   Net income attributable to noncontrolling interests     (15,025 )     (17,340 ) Dividends to MAA Series I preferred shareholders     (3,688 )     (3,688 ) Net income available for MAA common shareholders   $ 549,118     $ 633,748                     2024 PROXY STATEMENT   83 OTHER MATTERS OTHER MATTERS Our Board of Directors, at the time of the preparation of this Proxy Statement, knows of no business to come before the meeting other nominee.than that referred to herein. If any other business should come before the meeting, the person(s) named on the proxy card will have discretionary authority to vote all proxies as recommended by the Board of Directors or, if no recommendation is given, in accordance with their best judgment. BY ORDER OF THE BOARD OF DIRECTORS Leslie B.C. Wolfgang Senior Vice President, Chief Ethics and Compliance Officer, and Corporate Secretary April 8, 2024     EXECUTIVE AND DIRECTOR COMPENSATION 401(K) Plan MAA 401(K) Savings Plan AIP Annual Incentive Plan Code Internal Revenue Code of 1986, as amended Director Deferred Compensation Plan Non-Qualified Deferred Compensation Plan for Outside Company Directors Executive Deferred Compensation Plan Non-Qualified Executive Deferred Compensation Plan FAD Funds Available for Distribution FFO Funds From Operations FFO per Share Funds From Operations per Diluted Common Share and Unit GOI Gross Operating Income LTIP Long-Term Incentive Program NEO Named Executive Officer NOI Net Operating Income Pearl Meyer Pearl Meyer & Partners, LLC TSR Total Shareholder Return ACCOUNTING AND AUDITING ASC Accounting Standards Codification FASB Financial Accounting Standards Board GAAP Generally Accepted Accounting Principles SEC Financial Expert Audit committee financial expert under Item 401(h) of Regulation S-K GENERAL AND COMMON ABBREVIATIONS Board Board of Directors of Mid-America Apartment Communities, Inc. CEO Chief Executive Officer CFO Chief Financial Officer CHRO Chief Human Resources Officer COO Chief Operating Officer Director A current member of the Board Director Nominees The individuals being presented for shareholder approval at the Annual Meeting to serve as directors of MAA ESG Environmental, Social and Governance EVP Executive Vice President GC General Counsel GRESB Global Real Estate Sustainability Benchmark NYSE New York Stock Exchange REIT Real Estate Investment Trust SEC Securities and Exchange Commission   Table of Contents Mid-America Apartment Communities, Inc.     2024 PROXY STATEMENT   84 MAA 6815 Poplar Avenue Suite 500 Germantown, Tennessee 38138 www.maac.com   Mid-America Apartment Communities, Inc. MAA 6815 Poplar Avenue Suite 500 Germantown, Tennessee 38138 www.maac.com iso4217:USD xbrli:shares