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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant | ||||
Filed by a Party other than the Registrant | ||||
Check the appropriate box: | ||||
Preliminary Proxy Statement | ||||
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
Definitive Proxy Statement | ||||
Definitive Additional Materials | ||||
Soliciting Material under §240.14a-12 | ||||
JBG SMITH PROPERTIES | ||||
(Name of Registrant as Specified In Its Charter) | ||||
| N/A | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check | ||||
No fee required. | ||||
Fee paid previously with preliminary materials. | ||||
| ☐ | Fee computed on table | |||
Our Mission
Our mission is to own and operate a high-quality portfolio of Metro-served, urban-infill multifamily, office, and retail assets concentrated in the Washington region—and to grow the portfolio through value-added development and acquisitions.
We are not just measured in square feet.
Focused exclusively in our Nation’s capital region, JBG SMITH PROPERTIESis a fully integrated pure-play real estate investment trust (REIT) that owns, manages, and develops high-quality, mixed use real estate located in urban, infill locations. Our portfolio totals 17.4 million square feet of high-growth office, multifamily and retail assets at share in prime Washington, DC metro area locations, with a significant pipeline of new assets under construction and a robust collection of future development opportunities.
We are where investment meets community.
JBG SMITH is the successor to two of Washington’s most prolific, deeply rooted, regional real estate institutions and is a testament to over 65 years of building and maintaining best-in-class companies with breadth, integrity, creativity and a collaborative vision.
4747 Bethesda Avenue, Suite 200Message fromBethesda, MD 20814
Chief Executive Officer
March 13, 2020
17, 2022
Dear Shareholder:
You are cordially invited to the 20202022 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) of JBG SMITH Properties to be held on Thursday,Friday, April 30, 202029, 2022 at 8:30 a.m., local time, at our corporate headquarters located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814.
EDT. This year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually, vote your shares and submit questions during the Annual Meeting by visiting: www.virtualshareholdermeeting.com/JBGS2022.
At the Annual Meeting, shareholders will be asked to (i) elect 11 trustees to our Board of Trustees, (ii) approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement ("Say-on-Pay"(“Say-on-Pay”), (iii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020,2022, and (iv) transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. The accompanying Notice of Annual Meeting and Proxy Statement describe these matters.
Our Board of Trustees appreciates and encourages your participation in the Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented. Accordingly, please vote your shares by submitting your proxy. If you do attend the Annual Meeting, you may withdrawrevoke your proxy and vote in person if you so choose.
by electronically voting during the Annual Meeting.
Pursuant to rules adopted by the U.S. Securities and Exchange Commission's "noticeCommission’s “notice and access"access” rules, we have elected to provide access to our proxy materials via the Internet. Accordingly, instead of mailing printed copies of those materials to each shareholder, our proxy materials are available atwww.proxyvote.com. www.proxyvote.com. We anticipate sending a Notice of Internet Availability of Proxy Materials to our shareholders on or about March 13, 202017, 2022 that provides instructions on how to access our proxy materials on the Internet. Please read the enclosed information carefully before submitting your proxy.
Sincerely,
W. Matthew Kelly
Chief Executive Officer
 | ||
| 2022 PROXY STATEMENT |
Notice of 2022 Annual Meeting
of Shareholders
JBG SMITH PROPERTIES
4747 Bethesda Avenue, Suite 200Bethesda, MD 20814
NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
To be held on April 30, 2020
29, 2022
To the Shareholders of JBG SMITH Properties:
NOTICE IS HEREBY GIVEN that the 20202022 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) of JBG SMITH Properties, a Maryland real estate investment trust (the "Company"“Company”), will be held in a virtual meeting format at the Company's corporate headquarters located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814www.virtualshareholdermeeting. com/JBGS2022 on Thursday,Friday, April 30, 202029, 2022 at 8:30 a.m., local time, for the following purposes:
1.To elect 11 trustees to the Board of Trustees to serve until the 2021 Annual Meeting of Shareholders and until their successors have been duly elected and qualify;2.To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement ("Say-on-Pay");3.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020; and4.To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
| 1. | To elect 11 trustees to the Board of Trustees to serve until the 2023 Annual Meeting of Shareholders and until their successors have been duly elected and qualify; |
| 2. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Say-on-Pay”); |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
| 4. | To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
The foregoing items of business are more fully described in the Company'sCompany’s Proxy Statement accompanying this Notice.
The Company knows of no other matters to come before the Annual Meeting. Only holders of record of the Company'sCompany’s common shares at the close of business on March 2, 2020February 28, 2022 are entitled to notice of and to vote at the Annual Meeting or at any adjournments or postponements thereof.
Regardless of the number of shares you hold, as a shareholder your role is very important, and the Board of Trustees strongly encourages you to exercise your right to vote. Pursuant to the U.S.
Securities and Exchange Commission's "noticeCommission’s “notice and access"access” rules, the Company'sCompany’s Proxy Statement and 20192021 Annual Report to Shareholders are available online atwww.proxyvote.com.
By Order of the Board of Trustees,
Steven A. Museles
Chief Legal Officer and Corporate Secretary
March 17, 2022
Bethesda, Maryland
| Whether or not you plan to attend the virtual annual meeting, you are urged to vote by internet, by telephone, or by mail by completing, dating and signing the accompanying proxy card and returning it promptly in the postage-paid envelope provided. If you attend the annual meeting, you may revoke your proxy by electronically voting during the annual meeting. |
2 |  JBG SMITH PROPERTIES |
March 13, 2020Bethesda, Maryland
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE BY INTERNET, BY TELEPHONE, OR BY MAIL BY COMPLETING, DATING AND SIGNING THE ACCOMPANYING PROXY CARD AND RETURNING IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
TABLE OF CONTENTS
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i
JBG SMITH PROPERTIES
4747 Bethesda Avenue, Suite 200Bethesda, MD 20814
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement first will be made available to shareholders on or about March 13, 2020.17, 2022.
ANNUAL MEETING OF SHAREHOLDERS
Annual Meeting of Shareholders
 | DATE AND TIME |  | LOCATION | | RECORD DATE | |||||
| April (EDT) | You can virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/ JBGS2022. | February 28, 2022 | ||||||||
Number of Common Shares Outstanding and Eligible to Vote at the Meeting as of shares |
Table of ContentsVoting Matters
Shareholders are being asked to vote on the following matters at the Annual Meeting:
| Proposals | Board Recommendation | ||
| FOR each | |||
| FOR | |||
| FOR |
OUR BUSINESS AND FORMATION
Our Business and Formation
JBG SMITH Properties is a real estate investment trust ("REIT") that owns, operates, invests in and develops a dynamic portfolio of high-growth mixed-use properties in the high growth and high barrier-to-entry submarkets in and around Washington, DC. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the capital region, includingWashington, DC metropolitan area. Over half of JBG SMITH’s holdings are in the National Landing submarket in Northern Virginia, where we now serveit serves as the exclusive developer for Amazon'sAmazon’s new headquarters.headquarters, and where Virginia Tech’s $1 billion Innovation Campus is under construction. JBG SMITH'sSMITH’s portfolio currently comprises 20.817.4 million square feet of high-growth office, multifamily and retail assets at share, 98% of which 98% (at our share) are metro-served. WeIt also maintainmaintains a robust futuredevelopment pipeline encompassing 18.716.6 million square feet of mixed-use development opportunities. JBG SMITH is committed to the operation and development of green, smart, and healthy buildings and plans to maintain carbon neutral operations annually.
| 4 | JBG SMITH PROPERTIES |
Table of Contents 2019
2021 Business Performance Highlights
Our significant accomplishments in 20192021 include:
In addition, our total shareholder return ("TSR") during the past two years, as described in the section titled "Compensation Discussion and Analysis — Elements
Paved the way for Amazon’s continued expansion and expanded growth footprint surrounding Virginia Tech’s $1 Billion Innovation Campus in National Landing Over 210,000 retail square feet, representing over 50 new retailers, well underway in National Landing Establishing National Landing as first 5G-enabled connected city at scale in the country Completed 1.7 million square feet of office leasing activity | Grew multifamily occupancy and rents and expanded multifamily portfolio by 3,313 units through development and acquisitions at an average yield of 5.9% Advanced design and entitlement on 11.3 million square feet, or 77%, of our Development Pipeline Concentrating portfolio in multifamily and National Landing office by successfully recycling non-core office and land holdings | Preserved our balance sheet strength and liquidity Leading the market on ESG initiatives, including achieving carbon neutrality for energy consumed across our operating portfolio |
Executive Compensation Program — 2019 Annual Equity Grants," exceeded that of most of our peers.
JBGS TSR Performance vs. Peer Group (12/29/17 – 12/31/19)
Our executive compensation program emphasizes performance over the long term by focusing on three important goals:
•Alignment with shareholder interestsby requiring significant share ownership, tying substantial portions of pay to performance and paying a majority of compensation in equity subject to performance and multi-year vesting periods;
•Attracting and retaining the highest caliber executiveswho possess the skills to continue to grow and manage our business successfully; and
•Motivating our executivesto achieve corporate and individual objectives.
Annual Executive Compensation Elements and Objectives
| 2022 PROXY STATEMENT | 5 |
20192021 Executive Target Pay Mix
As described in the section titled "Elements“Elements of Executive Compensation Program"Program” below, W. Matthew Kelly and David P. Paul and Steven W. Theriot each elected to receive 100% of their 20192021 cash bonuses in the form of equity awards.
2019 Actual Executive Pay Mix Before and
| 2021 Actual Executive Pay Mix Before and After Cash Bonus Equity Election | Annual Performance-Based Equity Structure | |
| Before Cash Bonus Equity ElectionAfter |  | |
 | ||
| After Cash Bonus Equity Election | ||
 |
| 6 | JBG SMITH PROPERTIES |
Corporate Governance Highlights
Performance-Based Equity Structure
CORPORATE GOVERNANCE HIGHLIGHTS
Our corporate governance is structured in a manner that the Board of Trustees (the "Board"“Board”) believes closely aligns the Company'sCompany’s interests with those of our shareholders.
Our Board and its Corporate Governance and Nominating Committee remain attentive to and consider proposed corporate governance changes with two overarching principles in mind: (i) that governance of a public company by the majority of its shareholders is fair, and (ii) that the Company should align itself with the governance practices of corporate America generally, not just REITs.
In light of the foregoing, in February 2020 our Board amended our bylaws (the "bylaws") to provide that, in uncontested trustee elections, a nominee for trustee will be elected to the Board if the votes cast for such nominee's election exceed the votes cast against such nominee's election (i.e., the number of shares voted "for" a trustee nominee exceeds the number of shares voted "against" such trustee nominee). Our bylaws retain plurality voting for contested trustee elections. Previously, the Company had plurality voting in all trustee elections.
Notable features of our corporate governance structure include the following:
| SHAREHOLDER ALIGNMENT | |||
| Annual election of Trustees | |
| ✓ | Majority voting standard in uncontested trustee elections, with mandatory resignation policy for Trustees who do not receive the required number of votes for election |
| ✓ | Shareholder proxy access |
| ✓
| 9 out of |
| ✓
| Share ownership requirements for executive officers and Trustees |
| ✓ | Policy prohibiting hedging or pledging of Company securities by our executive officers, including named executive officers, and hedging by our trustees |
| No “poison pill” |
| ✓ | Shareholders may amend the bylaws by a majority vote of shares entitled to be cast |
| ✓
| “Claw back” policy for performance-based compensation |
| ✓ | Diversity of skills, experience, gender and backgrounds of Trustees |
| ✓ | Shareholders may call a special meeting of shareholders if a specified voting threshold is met |
| ✓ | The Company has opted out of the Maryland Unsolicited Takeovers Act |
| ✓ | The Company has opted out of the Maryland Business Corporation Act |
| 2022 PROXY STATEMENT | 7 |
Questions and Answers about the Annual Meeting
JBG SMITH PROPERTIES
4747 Bethesda Avenue, Suite 200Bethesda, MD 20814
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving this Proxy Statement?
This Proxy Statement is furnished by the Board of Trustees (the "Board"“Board”) of JBG SMITH Properties in connection with the Board'sBoard’s solicitation of proxies for the 20202022 Annual Meeting of Shareholders of JBG SMITH Properties (the "Annual Meeting"“Annual Meeting”) to be held in a virtual meeting format at www.virtualshareholdermeeting.com/JBGS2022 on Thursday,Friday, April 30, 202029, 2022 at 8:30 a.m., local time, at our at our corporate headquarters located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814,EDT, and at any adjournments or postponements thereof. This Proxy Statement will first be made available to shareholders on or about March 13, 2020.17, 2022.
We maintain a website atwww.jbgsmith.com. Information on or accessible through our website is not and should not be considered part of this Proxy Statement.
Unless the context requires otherwise, references in this Proxy Statement to "JBG“JBG SMITH," "we," "our," "us"” “we,” “our,” “us” and the "Company"“Company” refer to JBG SMITH Properties, a Maryland real estate investment trust ("REIT"(“REIT”), together with its consolidated subsidiaries. References to our "formation transaction" refer to our 2017 separation from Vornado Realty Trust ("Vornado") and subsequent acquisition of the management business and certain assets of The JBG Companies® ("JBG") to become an independent publicly traded company. Following the formation transaction, JBG SMITH became an independent, publicly traded company listed on the New York Stock Exchange under the ticker symbol "JBGS". References to the "JBG Legacy Funds" refer to the legacy real estate investment funds formerly organized by JBG.
Why did I not automatically receive a paper copy of the Proxy Statement, proxy card and Annual Report?
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"“SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, rather than paper copies of our proxy materials, we are sending a Notice of Internet Availability of Proxy Materials (the "Proxy Notice"“Proxy Notice”) to our shareholders that provides instructions on how to access our proxy materials on the Internet. Shareholders may follow the instructions in the Proxy Notice to elect to receive future proxy materials in print by mail or electronically by email.
What am I being asked to vote on?
You are being asked to vote on the following proposals:
•- Proposal 1 (Election of Trustees): The election of the 11 trustee nominees to the Board to serve until the
20212023 Annual Meeting of Shareholders (the"2021“2023 AnnualMeeting"Meeting”) and until their successors have been duly elected and qualify;•- Proposal 2 (Say-on-Pay): The approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement (the
"Say-on-Pay vote"“Say-on-Pay vote”); and•- Proposal 3 (Ratification of the appointment of Deloitte & Touche LLP): The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31,
2022.2020.Our Board knows of no other matters to be brought before the Annual Meeting.
What are the
Board'sBoard’s voting recommendations?The Board recommends that you vote as follows:
•- Proposal 1 (Election of Trustees): “FOR”
"FOR"each of theBoard'sBoard’s nominees for election as trustees;•Proposal 2 (Say-on-Pay): “FOR”"FOR"the approval, on a non-binding advisory basis, of the compensation of ourCompany'sCompany’s named executive officers as disclosed in this Proxy Statement; and•Proposal 3 (Ratification of the appointment of Deloitte & Touche LLP): “FOR”"FOR"ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31,2020.2022.8 JBG SMITH PROPERTIES Who is entitled to vote at the Annual Meeting?
The close of business on
March 2, 2020February 28, 2022 has been fixed as the record date (the"Record Date"“Record Date”) for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. Only holders of record of our common shares of beneficial interest("(“commonshares"shares”) as of the close of business on the Record Date, or their duly appointed proxies, are entitled to receive notice of, to attend, and to vote at the Annual Meeting. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in"street“street name,"” and you must obtain a proxy from your brokerage firm, bank, broker-dealer, trustee or nominee giving you the right to vote the shares at the Annual Meeting. On the Record Date, our outstanding voting securities consisted of134,882,683127,273,215 common shares.What are the voting rights of shareholders?
Each common share is entitled to one vote on each matter to be voted. Votes in the election of trustees may not be cumulated.
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and the Proxy Notice was sent directly to you by us.
In that case, ifIf you are a shareholder of record, you may attend the virtual Annual Meeting and vote electronically during the Annual Meeting. If you choose not to attend and vote at the Annual Meeting,and vote in person,you may instruct the proxy holders named in the proxy card how to vote your common shares in one of the followingways:ways until 11:59 P.M. Eastern Time on April 28, 2022:•• Vote online. You can access proxy materials and vote at www.proxyvote.com. To vote online, you must have a shareholder identification number provided in the Proxy Notice. Vote online.You can access proxy materials and vote atwww.proxyvote.com. To vote online, you must have a shareholder identification number provided in the Proxy Notice.•- Vote by telephone. You also have the option to vote by telephone by following the
"Vote“Vote byPhone"Phone” instructions on the proxy card.
•- Vote by regular mail. If you received printed materials and would like to vote by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.
If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in
"street“street name,"” and the Proxy Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. If you choose not to attend and vote at the Annual Meeting,and vote in person,you should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee. If you request printed copies of the proxy materials by mail, you will receive avotevoting instruction form for this purpose.Of course, you always may choose to attend the virtual Annual Meeting and vote your shares
in person.electronically during the Annual Meeting. If you do attend the virtual Annual Meeting and have already submitted a proxy, you may withdraw your proxy and votein person.electronically during the Annual Meeting.How are proxy card votes counted?
Proxies submitted properly via one of the methods discussed above will be voted in accordance with the instructions contained therein. If the proxy is submitted but voting directions are not
made,given, the proxy will be voted"FOR"“FOR” each of the 11 trustee nominees,"FOR"“FOR” approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, and"FOR"“FOR” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31,2020,2022, and in such manner as the proxy holders named on the proxy (the"Proxy Agents"“Proxy Agents”), in their discretion, determine upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, under applicable rules of the New York Stock Exchange (the
"NYSE"“NYSE”) (the exchange on which our common shares are traded), the brokers will vote your shares according to the specific instructions they receive from you. If brokers that hold our common shares for a beneficial owner do not receive voting instructions from that owner at least 10 days prior to the Annual Meeting, the broker may vote only onthea proposal if it is considered a"routine"“routine” matter under theNYSE'sNYSE’s rules. On"non-routine"“non-routine” matters, brokers do not have discretionary voting power and cannot vote without instructions from the beneficial owners, resulting in a so-called"broker“broker non-vote."” Pursuant to the rules of the NYSE, the election of trustees and the Say-on-Pay proposals each are"non-routine"“non-routine” matters, and brokerage firms may not vote on these matters without instructions from their clients, resulting in broker non-votes. In contrast, ratification of the appointment of an independent registered public accounting firm is considered a"routine"“routine” matter underNYSE'sNYSE’s rules, which means that brokers have discretionary voting authority to the extent they have not received voting instructions from their client on the matter.2022 PROXY STATEMENT 9 How many votes are needed for the proposals to pass?
The proposals to be voted on at the Annual Meeting have the following voting requirements:•Proposal 1 (Election of Trustees):With respect to Proposal One,For each proposal, you may vote"FOR," "AGAINST"“FOR,” “AGAINST” or"ABSTAIN"“ABSTAIN”.Pursuant to our bylaws, in uncontested elections the affirmative vote of aA majority of all votes cast is required to electa trustee. There is no cumulative voting in the election of trustees. For purposes of the vote on Proposal One, a majority of all votes cast means that the shares voted "FOR" the proposal must exceed the votes "AGAINST" the proposal, and therefore abstentions and other shares not voted (whether by broker non-vote or
otherwise) will not be counted as votes cast and will have no effect on the result of the vote. However, both abstentions and broker non-votes will count toward the presence of a quorum.•Proposal 2 (Say-on-Pay):You may vote "FOR," "AGAINST" or "ABSTAIN" on Proposal Two. The affirmative vote of a majority of the votes cast at the Annual Meeting is requiredeach trustee (Proposal 1), to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this ProxyStatement. For purposesStatement (Proposal 2), and to ratify the appointment ofthe vote on Proposal Two, aDeloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 (Proposal 3). A majority oftheall votes cast means that the shares voted"FOR"“FOR” the proposal must exceed the votes"AGAINST"“AGAINST” the proposal, and therefore abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote. However, both abstentions and broker non-votes will count toward the presence of a quorum.•Proposal 3 (Ratification of the Appointment of Deloitte & Touche LLP):You may vote "FOR," "AGAINST" or "ABSTAIN" on Proposal Three. The affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020. For purposes of the vote on Proposal Three, a majority of the votes cast means that the shares voted "FOR" the proposal must exceed the votes "AGAINST" the proposal, and therefore abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote. However, abstentions will count toward the presence of a quorum.
What will constitute a quorum at the Annual Meeting?
Holders representing a majority of all votes of our outstanding common shares entitled to be cast at the Annual Meeting must be present,
in personby means of remote communication, at the Annual Meeting or by proxy, for a quorum to exist. If the shares present in person via attendance at the virtual Annual Meeting or by proxy at the Annual Meeting do not constitute a quorum, the Annual Meeting may be adjourned to a subsequent time. Shares that arevoted "FOR," "AGAINST"properly submitted by you or"ABSTAIN"on your behalf will be treated as being present at the Annual Meeting for purposes of establishing a quorum. Accordingly, if you have returned a valid proxy or attend the virtual Annual Meeting,in person,your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the Annual Meeting. Broker non-votes also will be counted as present for purposes of determining the presence of a quorum.If I plan to attend the Annual Meeting, should I still vote by proxy?
Yes. Voting in advance does not affect your right to attend the virtual Annual Meeting. If you send in your proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote.
Written ballots will be available atYou may revoke your proxy by electronically voting during themeeting for shareholders of record. If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in street name), youAnnual Meeting. You may vote electronically during the Annual Meeting at www.virtualshareholdermeeting.com/JBGS2022 by entering yourshares in person only if you obtain a legal proxy from16-digit control number and following thebroker, trustee or nominee that holds your shares giving you the right to vote the shares.instructions. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the meeting as described above so that your vote will be counted if you later decide not to attend the meeting.Who can attend, vote and ask questions at the Annual Meeting?
Only shareholders as of the Record Date, or their duly appointed proxies, may attend the virtual Annual Meeting.
Shareholders will be askedTo enter the Annual Meeting and have the ability topresent valid picture identification such as a driver's license or passport and proofsubmit questions during the Annual Meeting, shareholders must have their 16-digit control number available, which is provided in the Notice ofshare ownership asInternet Availability ofthe Record Date. If you are not aProxy Materials. Only one shareholderof record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the Record Date, such as your most recent account statement, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. The use of cell phones, smartphones, cameras, sound or video recording, or other similar equipment or electronic devices, and/or computers is not permitted atper 16-digit control number can access the Annual Meeting.ForTable of ContentsWe encourage shareholders to log in to the website and access the virtual Annual Meeting before the Annual Meeting’s start time.directions toShareholders may vote electronically during the Annual Meetingcontact Investor Relationsat(240) 333-3643www.virtualshareholdermeeting.com/JBGS2022 by entering your 16-digit control number and following the instructions.During the Annual Meeting, we will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or
emailcompany business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.jmarcus@jbgsmith.com.What if I have technical difficulties or trouble accessing the virtual meeting?If you encounter any technical difficulties accessing the virtual meeting or during the virtual meeting, please call: 1-844-986-0822, or if calling internationally, please call: 1-303-562-9302. We will have technicians ready to assist you.
Will any other matters be voted on?
The proposals set forth in this Proxy Statement constitute the only business that the Board intends to present at the Annual Meeting. The proxy does, however, confer discretionary authority upon the Proxy Agents or their substitutes to vote on any other business that may properly come before the meeting. If the Annual Meeting is postponed or adjourned, the Proxy Agents can vote your shares on the new meeting date as well, unless you have revoked your proxy.
Can I change my vote after I have voted?
You may revoke your proxy at any time prior to its use by (i) delivering a written notice of revocation to our Secretary, (ii) filing a duly executed proxy bearing a later date with us or (iii) attending the Annual Meeting and voting
in person.electronically during the Annual Meeting. If your common shares are held by a broker, bank or any other persons holding common shares on your behalf, you must contact that institution to revoke a previously authorized proxy.10 JBG SMITH PROPERTIES Who is soliciting proxies for the Annual Meeting and who is paying for such solicitation?
The
enclosedproxy for the Annual Meeting is being solicited by the Board. We will pay the costs of soliciting proxies. In addition to soliciting proxies by mail, certain of our trustees, officers and employees may solicit proxies by telephone, personal contact or other means of communication. They will not receive any additional compensation for these activities. In addition, we will, upon request, reimburse brokers, banks and other persons holding common shares on behalf of beneficial owners for the reasonable expenses incurred by them in forwarding proxy materials to beneficial owners.No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, you should not rely on that information or representation as having been authorized by us. The delivery of this Proxy Statement does not imply that the information herein has remained unchanged since the date of this Proxy Statement.
Whom should I call if I have questions or need assistance voting my shares?
Please call Investor Relations at (240)
333-3643333-3805 or emailjmarcus@jbgsmith.combrodgers@jbgsmith.com if you have any questions in connection with voting your shares.2022 PROXY STATEMENT 11 PROPOSAL ONE: ELECTION OF TRUSTEES
Election of TrusteesEffective as of the Annual Meeting, theThe Board has set the number of trustees at 11. Our declaration of trustinitially divided our Board into three classes andprovides thatthe terms of the first, second and third classes will expire at our Annual Meeting. Commencing with the Annual Meeting,each trustee will be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies. There is no cumulative voting in the election of trustees.Each of the individuals below currently serves on our Board,
with the exception of Alisa Mall,and each has been recommended by our Corporate Governance and Nominating Committee and nominated by our Board to serve on the Board until our20212023 Annual Meeting and until their respective successors are elected and qualify.Ms. Mall, a first-time nominee, was initially identified by our Chief Executive Officer, and was then evaluated and considered by the Corporate Governance and Nominating Committee, which subsequently unanimously recommended her for election.Based on its review of the relationships between the trustees and the Company, the Board has determined that all of our trustees,and trustee nominees,exceptMichael J. Glosserman,W. Matthew KellySteven Roth, Mitchell N. Schearand Robert A. Stewart, are independent under applicable SEC and NYSE rules.Pursuant to the Master Transaction Agreement (the "Master Transaction Agreement"), dated as of October 31, 2016, that resulted in the formation transaction, Vornado and JBG originally appointed six trustees each (the "Vornado Board Designees" and the "JBG Board Designees," respectively). Scott A. Estes, Alan S. Forman, Michael J. Glosserman, W. Matthew Kelly, Ellen Shuman and Robert A. Stewart were appointed as JBG Board Designees and Charles E. Haldeman, Jr., Carol A. Melton, William J. Mulrow, Steven Roth, Mitchell N. Schear and John F. Wood were appointed as Vornado Board Designees.The Board has no reason to believe that any of the persons named below as a nominee for our Board will be unable, or will decline, to serve as a member of the Board if elected. If any nominee is unavailable for election or service, the Board may designate a substitute nominee, and the Proxy Agents will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board also may, as permitted by our bylaws, decrease the size of the Board.
The Corporate Governance and Nominating Committee has set forth a written policy including minimum qualifications that a trustee candidate must possess. In addition, the written policy sets forth certain additional qualities and skills that, while not a prerequisite for nomination, should be considered by the Corporate Governance and Nominating Committee when evaluating a particular candidate. See
"Corporate“Corporate Governance and Board Matters — Trustee Nominee Selection Process."”Nominees for Election as Trustees
The table below sets forth the names of each of our trustee nominees, all of whose terms will expire at the
20212023 Annual Meeting. For each person, the table lists the age, as well as the current positions and offices with the Company.Name Position with the Company Served as
Trustee sinceAge as of the
Annual MeetingPhyllis R. Caldwell Trustee 2021 62 Scott A. Estes Trustee 2017 51 Alan S. Forman Trustee 2017 56 Michael J. Glosserman Trustee 2017 76 Charles E. Haldeman, Jr. Trustee 2017 73 W. Matthew Kelly Trustee, Chief Executive Officer 2017 49 Alisa M. Mall Trustee 2020 44 Carol A. Melton Trustee 2017 67 William J. Mulrow Trustee 2017 66 D. Ellen Shuman Trustee 2017 67 Robert A. Stewart Chairman of the Board 2017 60 12 JBG SMITH PROPERTIES NamePosition with the CompanyAge as of theAnnualMeetingScott A. EstesTrustee49Alan S. FormanTrustee54Michael J. GlossermanTrustee74Charles E. Haldeman, Jr.Trustee71W. Matthew KellyTrustee, Chief Executive Officer47Alisa M. MallN/A42Carol A. MeltonTrustee65William J. MulrowTrustee64Steven RothChairman of the Board78Ellen ShumanTrustee65Robert A. StewartTrustee, Executive Vice Chairman58Set forth below is biographical information of each of our trustee nominees.
Scott A. Estes.Mr. Estes served as the Executive Vice President and Chief Financial Officer of Welltower Inc. (NYSE: HCN), a real estate investment trust focused on healthcare infrastructure from January 2009 through October 2017. Mr. Estes joined Welltower Inc. in April 2003 from Deutsche Bank Securities, a financial firm, where he served as Senior Equity Analyst and Vice President from January 2000 to April 2003. Since June 2018 Mr. Estes has served on the Board of Directors of Essential Properties Realty Trust (NYSE: EPRT), a real estate investment trust that acquires, owns and manages primarily single-tenant properties, where he serves as the chair of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Estes received his Bachelor of Arts from the College of William and Mary.Mr. Estes was selected to serve on our Board based on his financial and business experience as Chief Financial Officer of a large real estate investment trust.Alan S. Forman.Mr. Forman serves as a Director of Investments at the Yale University Investments Office, the team charged with managing the University's $25 billion endowment fund. Mr. Forman joined the Investments Office in October 1990 as a Senior Financial Analyst and has served as a Director of Investments since October 1997. In October 1992 and October 1994, he was promoted to Senior Associate and Associate Director, respectively. Mr. Forman also serves on the Board of Directors of Stemline Therapeutics, where he is the chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. Mr. Forman previously served on the Board of Trustees of Acadia Realty Trust (NYSE: AKR), where he served as Chairman of the Compensation Committee and was a member of the Nominating and Corporate Governance Committee. Mr. Forman also served on the Board of Directors of Kimpton Group Holdings, which was ultimately sold to Intercontinental Hotels Group (NYSE: IHG). He served on the Compensation and Nominating and Governance Committees at Kimpton Group Holdings. Mr. Forman received a Bachelor of Arts from Dartmouth College and a Master of Business Administration from the Stern School of Business at New York University.Mr. Forman was selected to serve on our Board based on his experience overseeing real estate investments for Yale University's endowment and, in that capacity, his longstanding investment relationship with the JBG Legacy Funds.Phyllis R. Caldwell INDEPENDENT TRUSTEE 
Age: 62
Trustee Since: 2021
Committees: None
Other Current
Public Boards:
Ocwen Financial
Corporation, One Main
Financial Corporation,
Oaktree Specialty
Lending CorpBackground
Ms. Caldwell has been a member of our Board since 2021. Ms. Caldwell is Chair of the Board of Directors of Ocwen Financial Corporation (NYSE: OCN) (“Ocwen”), a position she has held since March 15, 2016, and has served on the Ocwen board of directors since January 2015. Ms. Caldwell is founder and managing member of Wroxton Civic Ventures, LLC, which provides advisory services on various financial, housing and economic development matters, a position she has held since January 2012. Previously, Ms. Caldwell was Chief, Homeownership Preservation Office at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives established through the Troubled Asset Relief Program, from November 2009 to December 2011. Prior to such time, Ms. Caldwell held various leadership roles during her 11 years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Since January 2022, Ms. Caldwell has served as an independent director of Oaktree Specialty Lending Corp (NASDAQ: OCSL), where she serves on the Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee, and Co-Investment Committee. Since June 2021, has served as an independent director of One Main Financial (NYSE: OMF). From January 2014 to March 2021, Ms. Caldwell served as an independent director of City First Broadway. She was an independent director of Revolution Acceleration Acquisition Corp (NASDAQ: RAAC) from December 2020 to July 2021. Ms. Caldwell also serves on the boards of non-profit organizations engaged in housing and community development finance. Ms. Caldwell received her Master of Business Administration from the Robert H. Smith School of Business at the University of Maryland, College Park and holds a Bachelor of Arts in Sociology, also from the University of Maryland.
Qualifications
Ms. Caldwell was selected to serve on our Board based on her extensive experience in housing and economic matters.
Scott A. Estes INDEPENDENT TRUSTEE
Age: 51
Trustee Since: 2017
Committees: Audit (Chair), Compensation
Other Current Public Boards:
Essential Properties Realty TrustBackground
Mr. Estes served as the Executive Vice President and Chief Financial Officer of Welltower Inc. (NYSE: HCN), a real estate investment trust focused on healthcare infrastructure from January 2009 through October 2017. Mr. Estes joined Welltower Inc. in April 2003 from Deutsche Bank Securities, a financial firm, where he served as Senior Equity Analyst and Vice President from January 2000 to April 2003. Since June 2018 Mr. Estes has served on the Board of Directors of Essential Properties Realty Trust (NYSE: EPRT), a real estate investment trust that acquires, owns and manages primarily single tenant properties, where he serves as the chair of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Estes received his Bachelor of Arts from the College of William and Mary.
Qualifications
Mr. Estes was selected to serve on our Board based on his financial and business experience as Chief Financial Officer of a large real estate investment trust with responsibilities including oversight of financial reporting, capital raising and allocation, corporate finance and accounting, investor relations, FP&A, tax, legal, internal audit and investment strategy.
2022 PROXY STATEMENT 13 Michael J. Glosserman.Mr. Glosserman worked at JBG from March 1979 until June 2017, and he served as a Managing Partner and member of JBG's Executive Committee from 2008 until June 2017. He began his career as a staff attorney with the U.S. Department of Justice in March 1971, before moving into commercial real estate investment and development in various senior positions with the Rouse Company between March 1972 and March 1979. He currently serves on the board of directors of the CoStar Group (NASDAQ: CSGP), a provider of information, analytics and marketing services to the commercial real estate industry in the United States and United Kingdom. He received his Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and his Juris Doctor from the University of Texas Law School.Mr. Glosserman was selected to serve on our Board based on his 45 years of experience in all facets of commercial and residential real estate investment, development, and operations.Charles E. Haldeman, Jr.From July 2009 to June 2012, Mr. Haldeman served as the Chief Executive Officer of the Federal Home Loan Mortgage Corporation, a public government-sponsored enterprise that operates in the U.S. secondary mortgage market. Mr. Haldeman joined the Federal Home Loan Mortgage Corporation from Putnam Investments, where he served as President and Chief Executive Officer from November 2003 to June 2008 and Chairman from June 2008 to June 2009. Mr. Haldeman served as the Non-Executive Chairman of KCG Holdings (NYSE: KCG) from November 2013 until July 2017. Since 2012, Mr. Haldeman has served as a member of the Board of Directors of S&P Global (NYSE: SPGI), including as the Non-Executive Chairman since April 2015 and as a member of the Financial Policy and Nominating and Corporate Governance Committees. Mr. Haldeman also served as the director of DST Systems (NYSE: DST) from November 2014 until April 2018. Mr. Haldeman received his Bachelor of Arts from Dartmouth College, Summa Cum Laude, a Master of Business Administration from Harvard Business School, where he graduated with high distinction as a Baker Scholar, and a Juris Doctor from Harvard Law School.Mr. Haldeman was selected to serve on our Board based on his managerial experience, in particular his experience overseeing the Federal Home Loan Mortgage Corporation's strategy, operating plans and financial goals.W. Matthew Kelly.Mr. Kelly serves as our Chief Executive Officer and a member of the Board. Mr. Kelly worked at JBG from August 2004 until the formation transaction and served as Managing Partner and a member of JBG's Executive Committee and Investment Committee from 2008 until the formation transaction. Mr. Kelly was responsible for the day-to-day oversight of JBG's investment strategy and the investment and acquisition activity of the JBG Legacy Funds. Prior to joining JBG, he was co-founder of ODAC Inc., a media software company, which he helped start in March 2000, and prior to that worked in private equity and investment banking as an analyst with Thomas H. Lee Partners in Boston, and Goldman Sachs, & Co (NYSE: GS) in New York. Mr. Kelly is a Trustee of the Urban Institute and serves as a member of the NAREIT Executive Board and the Real Estate Roundtable. He also serves as Chairman of the Board of the Medstar Health Washington Hospital Center. Mr. Kelly has served in a number of academic posts including as an Executive in Residence of the Steers Center at the McDonough School of Business at Georgetown University. Mr. Kelly received his Bachelor of Arts with honors from Dartmouth College and a Master of Business Administration from Harvard Business School.Mr. Kelly was selected to serve on our Board based on his experience as a successful business leader and entrepreneur, as well as the breadth and depth of his experience in all facets of commercial and residential real estate investment, development, and operations.Alisa M. Mall.Ms. Mall has served as Managing Director, Investments at Carnegie Corporation, where she has managed the corporation's real assets portfolio since 2011, prior to which she served as Associate Director of Investments at Carnegie Corporation since 2009. Prior to Carnegie Corporation, Ms. Mall served as Director, Equity Capital Markets, at Tishman Speyer Properties from 2007 to 2009. She previously practiced law as a real estate associate at the law firm Orrick, Herrington & Sutcliffe.Alan S. Forman INDEPENDENT TRUSTEE 
Age: 56
Trustee Since: 2017
Committees: Corporate Governance and Nominating (Chair), CompensationBackground
From October 1997 until March 2022, Mr. Forman served as a Director of Investments at the Yale University Investments Office, the team charged with managing the University’s $42 billion endowment fund. Mr. Forman joined the Investments Office in October 1990 as a Senior Financial Analyst, and in October 1992 and October 1994, was promoted to Senior Associate and Associate Director, respectively. Mr. Forman previously served on the Board of Directors of Stemline Therapeutics Inc. (NASDAQ: STML), where he was the chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. Mr. Forman also previously served on the Board of Trustees of Acadia Realty Trust (NYSE: AKR), where he served as Chairman of the Compensation Committee and was a member of the Nominating and Corporate Governance Committee. Mr. Forman also served on the Board of Directors of Kimpton Group Holdings, which was ultimately sold to Intercontinental Hotels Group (NYSE: IHG). He served on the Compensation and Nominating and Governance Committees at Kimpton Group Holdings prior to its sale. Mr. Forman received a Bachelor of Arts from Dartmouth College and a Master of Business Administration from the Stern School of Business at New York University.
Qualifications
Mr. Forman was selected to serve on our Board based on his experience overseeing real estate investments for Yale University’s endowment and, in that capacity, his longstanding investment relationship with the legacy funds formerly organized by The JBG Companies.
Michael J. Glosserman INDEPENDENT TRUSTEE
Age: 76
Trustee Since: 2017
Committees: Corporate Governance and Nominating
Other Current Public Boards: CoStar Group, Inc.Background
Mr. Glosserman worked at JBG from March 1979 until June 2017, and he served as a Managing Partner and chair of JBG’s Executive Committee from 2008 until June 2017. He began his career as a staff attorney with the U.S. Department of Justice in March 1971, before moving into commercial real estate investment and development in various senior positions with the Rouse Company between March 1972 and March 1979. He currently serves on the board of directors of the CoStar Group, Inc. (NASDAQ: CSGP), a provider of information, analytics and marketing services to the commercial real estate industry in the United States and United Kingdom. He received his Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and his Juris Doctor from the University of Texas Law School.
Qualifications
Mr. Glosserman was selected to serve on our Board based on his 50 years of experience in all facets of commercial and residential real estate investment, development, and operations.
14 JBG SMITH PROPERTIES She serves on the boards of the Pension Real Estate Association (PREA), Breakthrough New York, and the Bronfman Fellowship and is a member of the investment committee of UJA-Federation of New York. She received her Juris Doctor from Stanford Law School and her Bachelor of Arts, magna cum laude, from Yale University.Ms. Mall was selected to serve on our Board based on her experience making and overseeing real estate portfolio investments.Carol A. Melton.Ms. Melton is the Chief Executive Officer and founder of Adeft Capital, a venture capital firm advising and investing in early stage and growth companies, as well as other U.S. and international business interests. Ms. Melton previously served as a senior executive officer of two global media and entertainment companies (formerly known respectively as Time Warner Inc. and Viacom). At Time Warner, Ms. Melton served as Executive Vice President of Global Public Policy from June 2005 until June 2018. Ms. Melton joined Time Warner from Viacom, where she served as Executive Vice President for Government Relations from June 1997 to June 2005. Ms. Melton is a member of the Council on Foreign Relations and serves on the Board of Directors and as First Vice President of the Economic Club of Washington, DC. She is also a Director of Halcyon. Ms. Melton received her Bachelor of Arts degree from Wake Forest University, a Master of Arts from the University of Florida and a Juris Doctor from the Washington College of Law at American University.Ms. Melton was selected to serve on our Board based on her experience in strategic oversight of policy-related activities for global businesses.William J. Mulrow.Mr. Mulrow has served as a senior advisor to Blackstone, an alternative asset manager, since May 2017. Mr. Mulrow has served as a Director of Consolidated Edison, Inc. (NYSE: ED) since November 2017 and Titan Mining Corporation (TSX: TI) since October 2018. Mr. Mulrow previously served as a Director of Arizona Mining Inc. (TSX: AZ) from June 2017 until June 2018. From January 2015 to April 2017, Mr. Mulrow served as Secretary to Andrew M. Cuomo, Governor of the State of New York. Prior to his service in the Governor's office, Mr. Mulrow worked as a Senior Managing Director at Blackstone from April 2011 to January 2015. Mr. Mulrow has also worked in senior positions at Paladin Capital Group, Citigroup (NYSE: C), Rothschild and Donaldson, Lufkin and Jenrette Securities Corporation. Mr. Mulrow has served in a number of academic posts including the Board of Advisors for the Taubman Center for State and Local Government at the Harvard University John F. Kennedy School of Government and on the Board of the Maxwell School of Citizenship and Public Affairs at Syracuse University. Mr. Mulrow received a Bachelor of Arts, Cum Laude, from Yale University and a Master of Public Administration from the Harvard University John F. Kennedy School of Government.Mr. Mulrow was selected to serve on our Board based on his more than 30 years of experience in business, government and politics.Steven Roth.Mr. Roth has been the Chairman of the Board of Trustees of Vornado (NYSE: VNO) since May 1989 and Chairman of the Executive Committee of the Vornado board since April 1980. From May 1989 until May 2009, Mr. Roth served as Vornado's Chief Executive Officer, and has been serving as Chief Executive Officer again since April 15, 2013. He is a co-founder and Managing General Partner of Interstate Properties since September 1968. He has also served as the Chief Executive Officer and Chairman of the Board of Alexander's, Inc. (NYSE: ALX) since March 1995 and May 2004, respectively, and has served as a trustee of Urban Edge Properties (NYSE: UE) since the completion of its spin-off from Vornado in January 2015. Mr. Roth was a director of J. C. Penney Company, Inc., a retailer (NYSE: JCP), from February 2011 until September 2013. Mr. Roth is a graduate of DeWitt Clinton High School in the Bronx. He received his Bachelor of Arts degree from Dartmouth College and a Master of Business Administration degree with Highest Distinction from The Tuck School of Business at Dartmouth.Mr. Roth was selected to serve on our Board based on his 48 years of experience in all facets of commercial and residential real estate investment, development and operations.Charles E. Haldeman, Jr. INDEPENDENT TRUSTEE 
Age: 73
Trustee Since: 2017
Committees: Audit, Corporate Governance and NominatingBackground
From July 2009 to June 2012, Mr. Haldeman served as the Chief Executive Officer of the Federal Home Loan Mortgage Corporation, a public government sponsored enterprise that operates in the U.S. secondary mortgage market. Mr. Haldeman joined the Federal Home Loan Mortgage Corporation from Putnam Investments, where he served as President and Chief Executive Officer from November 2003 to June 2008 and Chairman from June 2008 to June 2009. Mr. Haldeman served as the Non-Executive Chairman of KCG Holdings (NYSE: KCG) from November 2013 until July 2017. From 2012 until May 2021, Mr. Haldeman served as a member of the Board of Directors of S&P Global (NYSE: SPGI), including as the Non-Executive Chairman from April 2015 to October 2020 and as a member of the Financial Policy and Nominating and Corporate Governance Committees. Mr. Haldeman also served as the director of DST Systems (NYSE: DST) from November 2014 until April 2018. Mr. Haldeman received his Bachelor of Arts from Dartmouth College, Summa Cum Laude, a Master of Business Administration from Harvard Business School, where he graduated with high distinction as a Baker Scholar, and a Juris Doctor from Harvard Law School.
Qualifications
Mr. Haldeman was selected to serve on our Board based on his managerial experience, in particular his experience overseeing the Federal Home Loan Mortgage Corporation’s strategy, operating plans and financial goals.
W. Matt Kelly CEO/TRUSTEE
Age: 49
Trustee Since: 2017
Committees: NoneBackground
Mr. Kelly has served as our Chief Executive Officer and a member of the Board since our formation. Mr. Kelly worked at JBG from August 2004 until our formation in 2017 and served as Managing Partner and a member of JBG’s Executive Committee and Investment Committee from 2008 to our formation. Mr. Kelly was responsible for the day to day oversight of JBG’s investment strategy and the investment and acquisition activity of the JBG Legacy Funds. Prior to joining JBG, he was cofounder of ODAC Inc., a media software company, which he helped start in March 2000, and prior to that worked in private equity and investment banking as an analyst with Thomas H. Lee Partners in Boston, and Goldman Sachs, & Co (NYSE: GS) in New York. Mr. Kelly is a Trustee of the Urban Institute and serves as a member of the Nareit Executive Board and the Real Estate Roundtable. He also serves as Chairman of the Board of the Medstar Health Washington Hospital Center. Mr. Kelly has served in a number of academic posts including as an Executive in Residence of the Steers Center at the McDonough School of Business at Georgetown University. Mr. Kelly received his Bachelor of Arts with honors from Dartmouth College and a Master of Business Administration from Harvard Business School.
Qualifications
Mr. Kelly was selected to serve on our Board based on his experience as a successful business leader and entrepreneur, as well as the breadth and depth of his experience in all facets of commercial and residential real estate investment, development, and operations.
2022 PROXY STATEMENT 15 Ellen Shuman.Since August 2013, Ms. Shuman has served as the Managing Partner of Edgehill Endowment Partners, an endowment and foundation investment management firm. Prior to founding Edgehill Endowment Partners, Ms. Shuman served as Vice President and Chief Investment Officer of Carnegie Corporation of New York, a philanthropic foundation, from January 1999 to July 2011. Ms. Shuman served as the Director of Investments of the Yale Investment Office, which manages the endowment of Yale University, from 1986 to 1998. Ms. Shuman previously served as a Director of General American Investors (NYSE: GAM) from 2004 to 2013 and as a Director of Meristar Hospitality Corporation (NYSE:MHX) from 2001 to 2006. Ms. Shuman served as a trustee of Bowdoin College from 1992 to 2013 and as an investment advisor, trustee, and investment committee chair of the Edna McConnell Clark Foundation from 1998 to 2013. Ms. Shuman served as a board member of The Investment Fund for Foundations from 2000 to 2009. Ms. Shuman received her Bachelor of Arts degree, Magna Cum Laude, from Bowdoin College and a Master of Public and Private Management from the Yale University School of Management.Ms. Shuman was selected to serve on our Board based on her experience in the management of investments for endowments and foundations.Robert A. Stewart.Mr. Stewart serves as Executive Vice Chairman of our Board. Mr. Stewart worked at JBG from June 1988 until the formation transaction, serving as Managing Partner and Chair of the Investment Committee, and, during his tenure with JBG, focused on the acquisition, financing and disposition of JBG investments, conceiving development plans for JBG assets and the asset management and fundraising processes. Mr. Stewart served as a member of JBG's Executive Committee from its formation until the formation transaction. Mr. Stewart received his Bachelor of Arts from Princeton University and a Master of Business Administration from The Wharton School of the University of Pennsylvania.Mr. Stewart was selected to serve on our Board based on his experience as a successful business leader, as well as his extensive experience in all facets of commercial and residential real estate investment, development, and operations.Trustees are elected by a majority of all votes cast in uncontested elections. A majority of votes cast means that the number of votes "FOR" a nominee must exceed the number of votes "AGAINST" that nominee. There is no cumulative voting in the election of trustees. For purposes of this Proposal One, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR"ELECTION OF EACH OF THE NOMINEES SET FORTH ABOVE.Alisa M. Mall INDEPENDENT TRUSTEE 
Age: 44
Trustee Since: 2020
Committees: Corporate Governance and Nominating
Other Current Public Boards: FS Development Corp. IIBackground
Ms. Mall is a managing director at Foresite Capital responsible for corporate development, longterm capital strategy, investor relations and ESG engagement, a position she has held since November 2020. Prior to Foresite Capital, Ms. Mall served at Carnegie Corporation from 2009 to October 2020, where she was most recently Managing Director, Investments managing the corporation’s real assets portfolio, and prior to which she served as Associate Director of Investments. Prior to Carnegie Corporation, Ms. Mall served as Director, Equity Capital Markets, at Tishman Speyer Properties from 2007 to 2009. She previously practiced law as a real estate associate at the law firm Orrick, Herrington & Sutcliffe. Ms. Mall has served on the board of FS Development Corp. II (NASDAQ: FSH) since February 2021. She also serves on the boards of the Pension Real Estate Association (PREA), Breakthrough New York, and the Bronfman Fellowship and is a member of the investment committee of UJA Federation of New York. She received her Juris Doctor from Stanford Law School and her Bachelor of Arts, magna cum laude, from Yale University.
Qualifications
Ms. Mall was selected to serve on our Board based on her experience making and overseeing real estate portfolio investments.
Carol A. Melton INDEPENDENT TRUSTEE
Age: 67
Trustee Since: 2017
Committees: Compensation (Chair)
Other Current Public Boards: The RealReal, Inc.Background
Ms. Melton is the Chief Executive Officer and founder of Adeft Capital, a venture capital firm advising and investing in new innovative companies in a variety of sectors, which she founded in August 2018. Ms. Melton previously served as a senior executive officer of two global media and entertainment companies (formerly known respectively as Time Warner Inc. and Viacom). At Time Warner, Ms. Melton served as Executive Vice President of Global Public Policy from June 2005 until August 2018. Ms. Melton joined Time Warner from Viacom, where she served as Executive Vice President for Government Relations from June 1997 to June 2005. Ms. Melton is a member of the Council on Foreign Relations and serves on the Board of Directors and as First Vice President of the Economic Club of Washington, DC. Ms. Melton has also served on the Board of Directors for The RealReal, Inc. (NASDAQ: REAL) since August 2020. Ms. Melton received her Bachelor of Arts degree from Wake Forest University, a Master of Arts from the University of Florida and a Juris Doctor from the Washington College of Law at American University.
Qualifications
Ms. Melton was selected to serve on our Board based on her experience in strategic oversight of policy related activities for global businesses.
16 JBG SMITH PROPERTIES William J. Mulrow INDEPENDENT TRUSTEE 
Age: 66
Trustee Since: 2017
Committees:
Audit, Compensation
Other Current Public Boards:
Consolidated Edison, Inc., Titan Mining CorporationBackground
Mr. Mulrow has served as a senior advisor to Blackstone, an alternative asset manager, since May 2017. Mr. Mulrow has served as a Director of Consolidated Edison, Inc. (NYSE: ED) since November 2017 and Titan Mining Corporation (TSX: Tl) since October 2018. Mr. Mulrow previously served as a Director of Arizona Mining Inc. (TSX: AZ) from June 2017 until June 2018. From January 2015 to April 2017, Mr. Mulrow served as Secretary to Andrew M. Cuomo, former Governor of the State of New York. Prior to his service in the Governor’s office, Mr. Mulrow worked as a Senior Managing Director at Blackstone from April 2011 to January 2015. Mr. Mulrow has also worked in senior positions at Paladin Capital Group, Citigroup (NYSE: C), Rothschild and Donaldson, Lufkin and Jenrette Securities Corporation. Mr. Mulrow has served in a number of academic posts including the Board of Advisors for the Taubman Center for State and Local Government at the Harvard University John F. Kennedy School of Government and on the Board of the Maxwell School of Citizenship and Public Affairs at Syracuse University. Mr. Mulrow received a Bachelor of Arts, Cum Laude, from Yale University and a Master of Public Administration from the Harvard University John F. Kennedy School of Government.
Qualifications
Mr. Mulrow was selected to serve on our Board based on his more than 30 years of experience in business, government and politics.
D. Ellen Shuman INDEPENDENT TRUSTEE
Age: 67
Trustee Since: 2017
Committees:
Audit, Corporate Governance and NominatingBackground
Ms. Shuman has served as the Chair of the Investment Advisory Council of the State of Connecticut, to which she was appointed by Governor Ned Lamont, since May 2020. From August 2013 until May 2020, Ms. Shuman was the Managing Partner of Edgehill Endowment Partners, an investment firm that manages the endowments of mission-based institutions. Prior to founding Edgehill Endowment Partners, Ms. Shuman served as Vice President and Chief Investment Officer of Carnegie Corporation of New York, a philanthropic foundation, from January 1999 to July 2011. Ms. Shuman served as the Director of Investments of the Yale Investment Office, which manages the endowment of Yale University, from 1986 to 1998. Ms. Shuman served as a trustee of Bowdoin College from 1992 to 2013. Ms. Shuman served as a director of Meristar Hospitality Corporation from 2001 until its take-private acquisition by Blackstone in 2006 and as a director of General American Investors from July 2004 through April 2013. Ms. Shuman received her Bachelor of Arts degree, Magna Cum Laude, from Bowdoin College and a Master of Public and Private Management from the Yale University School of Management.
Qualifications
Ms. Shuman was selected to serve on our Board based on her experience in the management of investments for endowments and foundations.
2022 PROXY STATEMENT 17 Robert A. Stewart CHAIRMAN OF THE BOARD 
Age: 60
Trustee Since: 2017
Committees:
NoneBackground
Mr. Stewart served as our Executive Vice Chairman from our formation until July 2020, when he resigned from the Company, and currently serves as Chairman of our Board. Mr. Stewart worked at JBG from February 1988 until our formation in 2017, serving as Managing Partner and Chair of the Investment Committee, and, during his tenure with JBG, focused on the acquisition, financing and disposition of JBG investments, conceiving development plans for JBG assets and the asset management and fundraising processes. Mr. Stewart served as a member of JBG’s Executive Committee until our formation. Mr. Stewart received his Bachelor of Arts from Princeton University and a Master of Business Administration from The Wharton School of the University of Pennsylvania.
Qualifications
Mr. Stewart was selected to serve on our Board based on his experience as a successful business leader, as well as his extensive experience in all facets of commercial and residential real estate investment, development, and operations.
18 JBG SMITH PROPERTIES PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Advisory Vote on Executive CompensationPursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"“Exchange Act”), our shareholders are entitled to cast a non-binding advisory vote at the Annual Meeting to approve the compensation of our named executive officers, as disclosed pursuant to theSEC'sSEC’s compensation disclosure rules, including the"Compensation“Compensation Discussion andAnalysis"Analysis” section of this Proxy Statement, the compensation tables and accompanying narrative disclosures. We refer to this as our"Say-on-Pay"“Say-on-Pay” vote. While this Say-on-Pay vote is an advisory vote that is not binding on the Company or the Board, we value the views of our shareholders, and theBoard'sBoard’s Compensation Committee, which administers our executive compensation program, will consider the outcome of the vote when making future compensation decisions. The Board has adopted a policy, which shareholders approved by a non-binding advisory vote, of providing for an annual Say-on-Pay vote. Accordingly, we anticipate that the next such vote will occur at the 2023 annual meeting of shareholders.The primary objectives of our executive compensation are to (1) align the interests of our executives with those of our shareholders; (2) attract and retain the highest caliber executives in our industry; and (3) motivate executives to achieve corporate performance objectives as well as individual goals. To fulfill these objectives, we have an executive compensation program that includes three major
elements—elements — base salary, annual bonus incentives and long-term equity incentives, which may include stock options, restricted shares or partnership unit awards and performance-based equity awards. When determining the overall compensation of our named executive officers, including amounts of base salaries, annual bonus incentives and long-term equity incentives,amounts,the Compensation Committee considers a number of factors it deems important, including:•- the executive
officer'sofficer’s experience, knowledge, skills, level of responsibility and potential to influence our performance;•the business environment, our strategy, and our financial, operational and market performance;•corporate governance and regulatory factors related to executive compensation; and•marketplace compensation levels and practices.The Compensation Committee comprises independent trustees responsible for the overall design and administration of our executive compensation programs. For a more detailed description of the responsibilities of the Compensation Committee, see
"Corporate“Corporate Governance and BoardMatters—Matters — Committees of the Board — Compensation Committee."”We believe that our executive compensation program achieves our compensation objectives. Accordingly, we ask our shareholders to vote
"FOR"“FOR” the following resolution at the Annual Meeting:"RESOLVED,“RESOLVED, that theCompany'sCompany’s shareholders approve, on a non-binding advisory basis, the compensation paid to theCompany'sCompany’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in this Proxy Statement."”The affirmative vote of a majority of the votes cast at the Annual Meeting is required for approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of approving this Proposal
Two,2, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.✓ THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 2022 PROXY STATEMENT 19 THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" APPROVAL OF THECOMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRMRatification of the Appointment of Independent Registered Public Accounting FirmThe Audit Committee of our Board, which
is composed entirely ofcomprises independent trustees, has appointed Deloitte & Touche LLP as theCompany'sCompany’s independent registered public accounting firm for the fiscal year ending December 31,2020.2022. Although shareholder approval is not required, we desire to obtain from our shareholders an indication of their approval of the AuditCommittee'sCommittee’s selection of Deloitte & Touche LLP as theCompany'sCompany’s independent registered public accounting firm for2020.2021. Even if the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine that such a change would be in our and ourshareholders'shareholders’ best interests. If our shareholders do not ratify this appointment, the Audit Committee may consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.A representative of Deloitte & Touche LLP is expected to be present at the virtual Annual Meeting. He or she will have the opportunity to make a statement if he or she desires and is expected to be available to respond to appropriate questions.
VOTE REQUIRED AND RECOMMENDATION Vote Required and RecommendationThe affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2020.2022. For purposes of approving this ProposalThree,3, abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote.✓ THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022. 20 JBG SMITH PROPERTIES THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THEAPPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.Principal Accountant Fees and Services
The following table summarizes the fees billed by Deloitte & Touche LLP for professional services rendered for the fiscal years ended December 31,
20192021 and2018.2020.2019 2018 Audit Fees(1)
$ 2,025,000 $ 2,979,679 Audit-Related Fees(2)
358,891 669,380 Tax Fees(3)
669,353 1,017,545 All Other Fees
— — Total
$ 3,053,244 $ 4,666,604 (1)Audit fees for 2019 and 2018 include audit fees for professional services rendered for the audits of the Company's annual consolidated and combined financial statements included in the Company's Annual Report on Form 10-K and the reviews of the consolidated and combined interim financial statements included in the Company's Quarterly Reports on Form 10-Q.(2)Audit-related fees for 2019 and 2018 include fees for professional services rendered that are related to the review of registration statements and audits of the Company's subsidiaries which are not reported above under "Audit Fees."
(3)Tax fees consist of tax and consulting fees relating to services provided related to tax return preparation, tax consultations and other similar matters.
2021 2020 Audit Fees(1) $1,775,000 $ 1,775,000 Audit-Related Fees(2) 357,391 299,891 Tax Fees(3) 735,525 735,525 All Other Fees — — Total $2,867,916 $ 2,810,416 (1) Audit fees for 2021 and 2020 include audit fees for professional services rendered for the audits of the Company’s annual consolidated and combined financial statements included in the Company’s Annual Report on Form 10-K and the reviews of the consolidated and combined interim financial statements included in the Company’s Quarterly Reports on Form 10-Q. (2) Audit-related fees for 2021 and 2020 include fees for professional services rendered that are related to the review of registration statements and audits of the Company’s subsidiaries which are not reported above under “Audit Fees.” (3) Tax fees consist of tax and consulting fees relating to services provided related to tax return preparation, tax consultations and other similar matters. Pre-Approval Policies and Procedures
The Audit
Committee'sCommittee’s policy is to review and pre-approve, either pursuant to the AuditCommittee'sCommittee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of theCompany'sCompany’s independent auditor to provide any audit, review and attest services or non-audit services to the Company. Permissible audit, audit-related, tax and other services other than those specifically pre-approved pursuant to the pre-approval policy require specific pre-approval by the Audit Committee. All audit, audit-related, tax and other services provided to us for the year ended December 31,20192021 either were pre-approved by the Audit Committee or were approved pursuant to the AuditCommittee'sCommittee’s pre-approval policy. Pursuant to the pre-approval policy, the Audit Committee may delegate pre-approval authority to one or more of its members who are required to report any pre-approval decisions to the Audit Committee at its next scheduled meeting.2022 PROXY STATEMENT 21 AUDIT COMMITTEE REPORT
Audit Committee ReportScott A. Estes, Charles E. Haldeman, Jr.
and, William J. Mulrow and D. Ellen Shuman were each members of the Audit Committee of the Board in2019.2021. The members of the Audit Committee are appointed by and serve at the discretion of the Board. The Audit Committee heldfourfive meetings during the year ended December 31,2019.2021.The Audit Committee oversees the
Company'sCompany’s financial reporting process on behalf of the Board, as specified in the Audit Committee charter. Management has the primary responsibility for theCompany'sCompany’s financial statements and reporting process, including theCompany'sCompany’s accounting policies, internal audit function, system of disclosure controls and internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31,20192021 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management, the internal auditors and the independent registered public accounting firm also made presentations to the Audit Committee throughout the year on specific topics of interest, including theCompany'sCompany’s (i)20192021 integrated audit plan; (ii) updates on completion of the audit plan; (iii) compliance with the internal controls required under Section 404 of the Sarbanes-Oxley Act of 2002, as amended; (iv) critical accounting policies; (v) assessment of the impact of new accounting guidance; (vi) non-GAAP policies and procedures; and (vii) cybersecurity.The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the
Company'sCompany’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board("PCAOB"(“PCAOB”) and the Securities and Exchange Commission. In addition, the independent registered public accounting firm provided to the Audit Committee the written disclosures and letter required by the PCAOB regarding suchfirm'sfirm’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with the independent registered public accounting firm suchfirm'sfirm’s independence from management and the Company and considered the compatibility of non-audit services with suchfirm'sfirm’s independence.The Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, its evaluations of the
Company'sCompany’s internal controls, and the overall quality of theCompany'sCompany’s financial reporting.In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) the inclusion of the
Company'sCompany’s audited financial statements in its Annual Report on Form 10-K for the year ended December 31,20192021 for filing with the SEC. The Audit Committee and the Board have also recommended, subject to shareholder ratification, the selection of Deloitte & Touche LLP as theCompany'sCompany’s independent registered public accounting firm for the year ending December 31,2020.2022.Respectfully submitted,The Audit CommitteeSCOTT ESTES(Chair)CHARLES HALDEMANWILLIAM MULROWRespectfully submitted,
The Audit Committee
SCOTT A. ESTES (Chair)
CHARLES E. HALDEMAN
WILLIAM J. MULROW
D. ELLEN SHUMANThe Audit Committee Report above does not constitute
"soliciting material"“soliciting material” and will not be deemed"filed"“filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.22 JBG SMITH PROPERTIES Corporate Governance and Board Matters
CORPORATE GOVERNANCE AND BOARD MATTERSOurThe Board believes our corporate governance is structured in a manner thatthe Board believesclosely aligns theCompany'sCompany’s interests with those of our shareholders. Notable features of our corporate governance structure include the following:•our Board will be de-staggered at the Annual Meeting, after whicheach of our trusteeswill beis subject to re-election annually;•our trustees are elected by a majority voting standard in uncontested trustee elections;•our Corporate Governance Guidelines provide that any incumbent trustee in an uncontested election who does not receive a greater number of"for"“for” votes than"against"“against” votes shall promptly tender his or her offer of resignation to the Board following certification of the vote. The Corporate Governance and Nominating Committee shall consider the offer to resign and shall recommend to the Board the action to be taken in response to the offer, and the Board shall determine whether to accept such resignation;•our bylaws provide for a right of proxy access, which enables eligible shareholders to include their nominees (the greater of two or 20% of the total number of trustees) for election as trustees in our proxy statement for annual meetings;•of the1211 persons who currently serve on our Board,and the 11 persons nominated for election at the Annual Meeting, 7we havebeendeterminedby us9 to be independent for purposes of theNYSE'sNYSE’s corporate governance listing standards and Rule 10A-3 under the Exchange Act;•allofthe members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent;•we have determined that at least one of our trustees qualifies as an"audit“audit committee financialexpert"expert” as defined by the SEC;•our share ownership guidelines require trustees to own securities of the Company equal to at least five timesthetheir annual cashretainerretainers and our Chief Executive Officer and other named executive officers to own securitiesofequal to at least six times and three timeshis or hertheir annual basesalary,salaries, respectively;•our shareholders, by a majority vote of shares entitled to be cast, may adopt, alter or repeal any provision of our bylaws or make new bylaws;•we have a policy prohibiting hedging or pledging of our securities by our executive officers, including named executive officers, and hedging by our trustees;•we have a"claw-back"“claw-back” policy for performance-based compensation;•our trustees have a diversity of skills, experience, gender and backgrounds;•our shareholders may call a special meeting of shareholders if a specified voting threshold ismet –met–a majority of shares entitled to be cast on the matter;•we have opted out of the Maryland control share acquisition statute, the Maryland Business Combination Act, and the Maryland Unsolicited Takeovers Act; and•we do not have a shareholder rights plan.Our declaration of trust and bylaws provide that the number of trustees constituting the Board may be increased or decreased by a majority vote of the entire Board, provided the number of trustees may not be greater than 15 and may not be decreased to fewer than the minimum number required under the Maryland General Corporation Law, which currently is one trustee. The tenure of office of a trustee will not be affected by any decrease in the number of trustees.
Our bylaws currently provide that, except as may be provided by our Board in setting the terms of any class or series of shares, any vacancy may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum, and any trustee elected to fill a vacancy will hold office for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor is duly elected and qualifies.
There are no family relationships among our executive officers and trustees. All trustees
and trustee nomineesexceptSteven Roth, Michael J. Glosserman,W. Matthew KellyMitchell N. Schearand Robert A. Stewart have been determined by the Board to be independent under applicable NYSE and SEC rules.2022 PROXY STATEMENT 23 Shareholder Engagement
We believe engaging with our shareholders on a regular basis is important because a complex, long-term strategy like ours requires detailed explanation. In particular, our large development pipeline and placemaking strategy using multifamily, office
multifamilyand retail assetsdistinguishesand our high growth strategy (including our transition to a majority multifamily portfolio) distinguish our business from other REITs. In addition, we believe the location ofAmazon'sAmazon’s second headquarters and Virginia Tech’s new Innovation Campus in National Landing inArlington,Northern Virginia, where more than half of our portfolio is located, has created significant new growth opportunities for our Company.Our goal is to interact with the investment community on a quarterly basis through a variety of channels including: our quarterly investor package comprising our management letter, earnings release and detailed financial supplement, which we believe facilitate productive and efficient engagement with investors; quarterly PowerPoint presentations; participation in various industry conferences, non-deal roadshows and sell-side analyst tours; property tours; and periodic investor days in Washington, DC.
Specifically, in
2019,2021, in addition to publishing our quarterly investor package, we:•regularly met or had callsheld over 120 virtual meetings with investors•attended multipleand sell-side analysts;participated in investor events, includingnon-deal road shows,three sell-side hosted events, multiple property tours and theNAREITNareit REITweek and REITWorldconferenceconferences inNovember•held two investor daysJune andone lender day•- November 2021; and
discussed most frequently in the foregoing settings several key topics, including:•
Amazon HQ2, the Virginia Tech Innovation Campus, and our digital infrastructure initiative asa catalystdemand catalysts for National Landing;•Washington, DC real estate market fundamentals;•Growth drivers in our portfolio;•Progress on stabilizing our operating portfolio and delivering/leasing ourunder constructionunder-construction assets;and•Capital allocation strategy;Statusand valuationof ourfuturedevelopmentpipeline.- pipeline; and
The impact of the COVID-19 pandemic on our business.24 JBG SMITH PROPERTIES Core Competencies and Diversity of Our Trustees
Our Board has deep experience in the public markets and strong capital allocation credentials. While maintaining these strengths, we believe our Board should evolve in a direction that reflects the strength and diversity of our national labor force. Our Board has made a long-term commitment to establish an equal balance between men and women and one that reflects the diversity of our country. These goals will not be achieved overnight, but they are deeply important to us, and we are committed to meeting them over the long term. To that end,
27%four ofourthe current nominees to serve on our Board arefemale.Table of Contentswomen, including one who self-identifies as diverse.The following charts summarize diversity and core competencies currently represented on our Board. The details of each
trustee'strustee’s competencies are included in eachtrustee'strustee’s biography.BOARD OF TRUSTEESWITH DEEP PUBLIC MARKETS
EXPERIENCE AND STRONG CAPITAL ALLOCATION CREDENTIALSBoard Ages Trustee Diversity 43-54 
65-74 
Men 
Identifies as Diverse 
55-64 
75+ Women Percentage of Board Members with Competency/Attribute
Operating
73%
Public company experience
64%
Real estate expertise
73%
Financial literacy
100%
Accounting expertise
27%
Executive leadership
82%
Investment/capital allocation
expertise
82%
Experience over several
business cycles
100%
Government/business
conduct/legal
55%
2022 PROXY STATEMENT 25 
Corporate Responsibility and Sustainability
ByOur corporate strategies fullyintegratingintegrate environmental sustainability, social responsibility, and strong governance practices throughout our organization, which includes the design and construction of our new developments and the operation of existing assets. We believe that by understanding the environmental and social impacts of our business, webelieve we can enhance our communitiesare able to create shared value while protecting asset value andconserve resources while growing shareholder value.minimizing risk.We remain committed to
transparency in our investment strategyproviding transparent reporting of environmental, social, and governance (“ESG”) financial and non-financial indicators. JBG SMITH publishes an annual ESG report that is aligned witha focusthe Global Reporting Initiative (“GRI”) reporting framework, United Nations Sustainable Development Goals (“UNSDG’s”), Sustainability Accounting Standards (“SASB”) and recommendations set forth by the Task Force onoperating efficiency, responding to evolving trends, and addressing the needs of our tenants and communities.Climate-related Financial Disclosures (“TCFD”).Selected
Sustainability ProgramESG Programs and other achievements are summarized below. We maintain a website athttps://www.jbgsmith.com/about/sustainability.sustainability.Information on or accessible through our website is not and should not be considered part of this Proxy Statement.
HIGHLIGHTS &
AWARDS
2021 Global Sector Leader
Diversified Office Residential
5-Green Star
Rating
3.0% Annual Average
Reduction
In Energy Intensity since 2014
2021 Leader in Light Award
Diversified
The Washington Post Top
Work Places
2020
Dow Jones Sustainability Index
Our CompanyInvited Universe
Gold Award
Green Lease Leader
Newsweek America’s Most
Responsible Companies
2020-2022
ESG Strategy
•6.3 million square feetCertified at Share
Approved
10.2 million square feet
Certified at Share
Carbon Neutral Operations(1)
Achieved
OUR COMPANYESG Strategy
• Board oversight and annual review of environmental and social
mattersmatters.• Continuous ESG improvement and tactical deployment led by
Board reporting annually on strategysenior leadership of the sustainability, human resources, impact investing, andperformance.accounting teams.•
Management of social and environmental capital embedded in our investment strategy, corporate culture and stakeholder engagement process.
•
Elevated Director of Sustainability position to Vice President of Sustainability.•Membership in several industry sustainability organizations including GRESB | Global ESG Benchmark for Real
Estate Sustainability Benchmark (GRESB),Assets, the U.S. Green Building Council, the Department of Energy Better Buildings Alliance, theNAIOP DC MD Sustainable Development Committee and theUrban Land Institute Greenprint Center for BuildingPerformance.Highlights•Performance and the International Living Future Institute.Highlights
Achieved 4-star rating in the• GRESBReal Estate Assessment, awarded the 2019Green Star Rating 2018 – 2021; 2021 – 5-Green Stars; Global Sector Leaderfor theDiversified — Office/Residential,sector.#1 Ranking in the Americas Diversified – Office/Residential Development; 2020 – 5-Green Stars, Global Sector Leader Diversified – Office/Residential Development•Nareit Diversified Leader in the Light Award 2021
69%• Newsweek America’s Most Responsible Companies 2020-2022• JUST Capital’s America’s Most Just Companies
• 71% of operating assets are certified under at least one green building rating
system.system•
84%99% of operatingassetsasset energy, water and waste data arebenchmarked.benchmarked26JBG SMITH PROPERTIES
ENVIRONMENTALClimate Change Mitigation & Adaptation
•Maintaining a carbon neutral portfolio
• Assessment of physical climate risks to further understanding of future climate conditions and direct physical risk to
assets.•Presented findings to Chief Operating Officer (COO) and Chief Legal Officer (CLO) in preparation for development of portfolio level adaptation plan.
Tenant Engagement•assets• Assessment of transitional risk relating to Building Energy Performance Standards for assets in Washington, DC
• Commitment to increasing renewable energy purchases
• Conducted resilience assessment of operating portfolio in conjunction with our insurance provider
Tenant Engagement
• Named a Gold Level Green Lease Leader
Goldsince 2018 for engaging tenants in advancing mutually beneficial sustainability goals, including cost recovery for efficiencyinvestment.investment•
HostingDeployment ofannual Earth Day tenant eventsgreen building, health anddiscussion of sustainabilitywellness programs atregular tenant meetings.buildings; community supported agriculture offers; zero waste delivery for multifamily assets in partnership with The Rounds; and composting in partnership with Compost Crew•
Providing tools and resources for tenants and residents to improve
efficiency.efficiency via jbggreen.comEnvironmental• Providing Healthy Workplace Blueprint specific to each asset
• Increasing scope 3 carbon footprint data coverage (retail tenants and multifamily assets)
Resource Management
•Committing by 2030 to reducing energy consumption by 25%; predicted energy consumption by 25%; water consumption by 20%; embodied carbon by 20%; and greenhouse gas emissions (scope one and two) by 25%; increase waste diversion to 60%; and certify all eligible assets across our operating portfolio and development pipeline to green or healthy building frameworks
• Conducting energy audits to inform asset level capital plans
• Deployment of controls-based energy conservation measures and
real timereal-time monitoring of energy use and equipment efficiency via the Tenant ServiceCenter.Center•
Implementation and tracking of equipment-based energy and water conservation
measures.measures•
Commitment to annual reduction in energy use per square foot of 20% by 2024 over a 2014 baseline through the Department of Energy Better Buildings Challenge.•Achieved a 2.9% annual average reduction in energy use intensity across the office portfolio over first 4 years of commitment.•Comprehensive waste management program diverting waste from the landfill through waste avoidance, recycling, donations, and
composting.composting•
98% of our portfolio is served by high quality
transit.transit2022 PROXY STATEMENT27
SOCIALHousing Affordability
•
Financial support and in-kind donation to more than 20 local organizations that support those in need and answer the urgent call for increased affordable workforce
housing.housing•
Launched the Washington Housing Initiative
("WHI"(“WHI”) in 2019 to preserve or build more than 3,000 units of affordable workforce housing in our region over the nextdecade.decade•
To date, theThe Washington Housing Initiative Impact Pool("(“ImpactPool"Pool”) completedclosings offundraising in 2020 and raised capital commitments totalingapproximately $104$114.4 million, whichincludedincludes a JBG SMITH commitment of$10.2 million and completed its first financing of a 326-unit residential building. We are the third-party manager for the$11.2 million. The Impact Poolwhichis the social impact investment vehicle for theWHI.WHI and is managed by a subsidiary of JBG SMITH
SocialDuring 2021, the Impact Pool closed on two additional investments totaling $34.0 million in loans and 459 units preserved — an $8.6 million mezzanine loan to Washington Housing Conservancy (“WHC”) for the acquisition of Hamilton Manor, and a $25.4 million bridge loan to WHC for the acquisition of Huntwood Courts. Inclusive of these investments, the Impact Pool has provided $55.8 million in financing for the preservation of 1,610 units. JBG SMITH is the third-party manager for all WHI propertiesDiversity and Inclusion
• Promote a diverse and inclusive culture focused on engagement, collaboration, innovation, and high performing teams
A strong, collaborative culture that strives to create an inclusive and healthy work environment for our employees, allowing us to continue to attract innovative thinkers to our organization.••InternalEstablished internal, employee led committees focused ondiversity, women's leadership,advancing inclusion and empowering women• Partner externally to engage and attract top diverse talent
• CEO serves as a founding member of Nareit Dividends Through Diversity, Equity & Inclusion CEO council, and in 2020 signed the CEO Action for Diversity & Inclusion pledge
• Launched workforce development efforts focused on diverse pipeline building and workforce
development.•Hired a new Vice President of Diversity & Inclusion.•38% Female and 55.3% Minority workforce, 41% Female Leadership.Employee Engagement•planning• Workforce comprises 38% Women and 52% People of Color; 42% Women in leadership roles
• Executed 54% of retail leasing deals in 2021 with minority owned businesses, 73% with locally owned business and 50% with both local and minority owned businesses
Employee Engagement
• Offering a variety of training opportunities throughout the year through JBGS University, focusing on green certification programs and energy efficiency best practices
• Providing commercial leasing team with an
annual employee Green Fair, a full day ofeducationand vendor exhibitsseries focused onbuilding managementhealth andefficiency.wellness• Offering new analysts an overview of Environmental, Social, and Governance practices
•
Providing a comprehensive benefits package including parental
leave.leave•
Employee-based JBG SMITH Cares committee focused on supporting organizations that demonstrate a meaningful impact and align with our corporate
strategy.strategy
GOVERNANCERisk Assessment
•GovernanceRisk Assessment•Conduct
semi-annualrisk assessments designed to identify the material risks our business faces and the potential impact of those risks on our strategy and operations.(1) Carbon neutral operating portfolio is Scope 1 and Scope 2 carbon emissions. Scope 1 emissions represent natural gas consumed on-site by operating assets. Scope 2 emissions represent purchased electricity consumed on-site by operating assets. Achievement met via verified carbon offsets and Green-e Certified renewable energy credit purchased and retired. 28JBG SMITH PROPERTIESHuman Capital
AtJBG SMITH utilizes talent management practices in the broadest sense to create a holistic, engaging work experience for our employees. These practices have achieved accolades such as placing 3rd on The Washington Post’s list of Great Places to Work for large employers. The sentiments that led to this outstanding finish were reiterated by our employees throughout the year on the frequent pulse surveys conducted to ensure webelievewere supporting our population in every way possible during the pandemic. Commensurate with our high levels of engagement, we also saw a decline in turnover for the second consecutive year. Given our continued desire to remain an employer of choice, we continue to monitor the effectiveness of our engagement, and the engagement survey we launched in January 2021 reflected positive results and higher levels of engagement than previous such surveys, including reporting that 92% of our employees are fully engaged, 93% would recommend JBG SMITH as a place to work, and 96% are proud to work for JBG SMITH.A key to engagement for JBG SMITH is ensuring we are putting our employees’ needs first and creating a workplace experience where employees thrive. For example, as work from home fatigue set in, we increased our focus on mental health, offering access to free counseling, app-based resources and enabling greater flexibility (e.g., meeting-free Monday mornings, reduced meeting times) to help employees better manage the confluence of work and life. We are proud of what we offer in the area of talent management and the investment we are making in our employee population — especially in a year where many companies were not able to do the same due to COVID-19. Some examples include:
WHAT WE DO ü Talent reviews and 360 surveys for senior leaders ü Streamlined annual performance reviews ü Executive coaching available ü Employee Stock Purchase Plan ü Total rewards statement (compensation plus benefits) ü Hybrid / flexible work schedules ü Flexible paid time off ü Town halls and video updates from our CEO ü Employee surveys / pulse surveys ü Monthly Diversity and Inclusion (“D&I”) newsletters ü Utilization of JBGS Inclusion Community and Women’s Initiative to guide programming ü D&I Deep Dialogue Series and employee roundtables ü Partnerships with schools and organizations to facilitate recruitment of diverse talent ü Workforce development partnerships focused on diverse pipeline development In addition to the above, we have a strong pay-for-performance culture where compensation is
our competitive advantage.tied to both company and individual performance, ensuring that employees focus on both broader business focused goals, as well as their individual goals. To that end, we also havetaken several measures to better articulate whata strong track record of promoting from within. Hence, the opportunities for growth and development are another factor thatmeans,help keep our population engaged andhow we drive that articulation throughoutmotivated.WHAT WE DID NOT DO x Furlough/Layoffs x Pay Cuts/Reduced Work Weeks x Hiring Freezes /Job Offer Withdrawals x Reduced Benefit Matches 2021 continued the
Company. Specifically, our focus has been on talent development and succession planning, pay-for-performance and diversity and inclusion.To ensure we are evaluating, developing, and deploying our people to their highest abilities, talent reviews and succession planning conversations occur annually. Based on the outcome of those conversations, development action plans are created to close gaps, and subsequent training and stretch assignments are implemented to ensure that individuals are ready to take on their next role.We are committed to building an organization with a diversity of talent reflectiveevolution of ourtenants, residents, stakeholderscomprehensive, multi-year D&I strategy. With an ongoing focus on our five strategic pillars – (i) workforce and talent, (ii) workplace culture, (iii) business integration, (iv) industry and branding and (v) metrics and accountability – we have made additional progress and have continued to drive cultural and behavioral change.Implementing more inclusive, equitable systems and practices had a significant impact on our ability to identify diverse talent, particularly related to our entry-level recruitment efforts. Our 2021 intern hires were 71% diverse (i.e. women and/or people of color) and the
communities we serve. Our recently hired Vice President of Diversity & Inclusion focuses on buildingentry-level hires (Interns, Analyst andsustaining a diverse and inclusive workplace.Associates) in our Development department were 100% diverse. In addition, weregularly evaluatehave continued to expand oursystems, policiesstrategic partnerships with diverse educational, professional andpractices to ensure they are inclusivecommunity organizations. In the early part of the year, we launched our first workforce development program, which also resulted in newly established collaborations, partnerships andequitable. We believe that this multifaceted strategy will ensure that we continue to attract and retain the best talent in the marketplace.hires.2022 PROXY STATEMENT 29 In addition, we cascaded the pay-for-performance approach used for our management team (100%Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management. The Board understands that there is no single generally accepted approach to providing Board leadership, and the appropriate Board leadership structure may vary as circumstances warrant. Consistent with this understanding, the independent trustees periodically consider the
Board'sBoard’s leadership structure. Currently, the roles of Chief Executive Officer and Chairman of the Board are held by different trustees. W. Matthew Kelly has served as Chief Executive Officer since our formation, andSteven RothRobert A. Stewart has served as Chairman sinceour formation transaction.May 2021. The Board believes that this structure provides the appropriate balance between the authority of those who oversee the Company and those who manage it on a day-to-day basis. The Chairman presides at all meetings of the shareholders and of the Board as a whole. The Chairman performs such other duties, and exercises such powers, as from time to time shall be prescribed in the bylaws or by the Board.Although not applicable now, our Corporate Governance Guidelines provide that if the Chairman is an executive officer of the Company, then the Board will have a Lead Trustee, who shall be a non-management trustee. The Lead Trustee will be selected on an annual basis by a majority of the non-management trustees then serving on the Board. When the Chairman is
notanon-managementmanagement trustee, we believe the Lead Trustee position strengthens the role of our independent trustees and encourages independent Board leadership. The responsibilities of the Lead Trustee include, among others:•serving as liaison among (i) management, including the Chief Executive Officer, (ii) our non-management trustees, (iii) employees reporting misconduct that by their nature cannot be brought to management and (iv) interested third parties and the Board;•presiding at executive sessions of the independent trustees;•serving as the focal point of communication to the Board regarding management plans and initiatives;
● serving as liaison among (i) management, including the Chief Executive Officer, (ii) our non-management trustees, (iii) employees reporting misconduct that by their nature cannot be brought to management and (iv) interested third parties and the Board; ● presiding at executive sessions of the independent trustees; ● serving as the focal point of communication to the Board regarding management plans and initiatives; ● ensuring that the role between Board oversight and management operations is respected; ● providing the medium for informal dialogue with and among independent trustees, allowing for free and open communication within that group; and ● serving as the communication conduit for third parties who wish to communicate with the Board. •ensuring that the role between Board oversight and management operations is respected;•providing the medium for informal dialogue with and among independent trustees, allowing for free and open communication within that group; and•serving as the communication conduit for third parties who wish to communicate with the Board.
Our non-management trustees met in special executive sessions without management at each of our in-person Board meetings.
Steven Roth,Robert A. Stewart, as Chairman, chaired the sessions. Per our Corporate Governance Guidelines, the Board expects to conduct executive sessions limited to non-management trustees presided over by the Chairman at each of our regularly scheduled Board meetings, and at least annually will hold an executive session limited to independent trustees.Additionally, our Corporate Governance Guidelines provide that the Chairman shall preside over these sessions.30 JBG SMITH PROPERTIES Attendance of Trustees at
20192021 Board and Committee Meetings and Annual Meeting of ShareholdersThe Board held a total of
four5 meetings during2019.2021. Each trustee attended at least 75% of the meetings of the Board and all committees thereof on which such trustee served during2019.2021.In accordance with the
Company'sCompany’s Corporate Governance Guidelines, trustees are expected to attend the annual meeting of shareholders. All trustees attended our20192021 Annual Meeting of Shareholders.Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. The principal functions of each committee are briefly described below. Each committee operates under a written charter adopted by the Board, which are available on our website at
www.jbgsmith.comwww.jbgsmith.com..The table below provides membership information for each of the Board committees as of the date of this Proxy Statement. Each committee is composed exclusively of independent trustees, in accordance with NYSE rules.
Trustee Audit
CommitteeCompensation
CommitteeCorporate
Governance and
Nominating
CommitteeScott A. Estes 
*
X (Chair)*Alan S. FormanXAlan S. FormanMichael J. Glosserman XCharles E. Haldeman, Jr. X (Chair)Charles E. Haldeman, Jr.Alisa M. MallCarol A. Melton XWilliam J. Mulrow D. Ellen Shuman * XAudit Committee financial expert.Carol A. MeltonMember X (Chair)ChairWilliam J. Mulrow2022 PROXY STATEMENT XXEllen ShumanXJohn F. WoodX31Audit Committee
financial expert.Audit CommitteeScott A. Estes (chair), Charles E. Haldeman, Jr. and William J. Mulrow comprise the Audit Committee.Each of the members of the Audit Committee has been determined by our Board to be independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Exchange Act, the rules and regulations of the SEC, and in accordance with theCompany'sCompany’s Corporate Governance Guidelines.The Audit
Committee'sCommittee’s principal purposes are to (i) oversee the accounting and financial reporting processes of the Company and the audits of theCompany'sCompany’s financial statements and (ii) prepare an Audit Committee report as required by the SEC for inclusion in our annual proxy statement. The AuditCommittee'sCommittee’s responsibility includes oversight related to:•our accounting and financial reporting processes;•the integrity of our consolidated financial statements;•our systems of disclosure controls and procedures and internal control over financial reporting;•our compliance with financial, legal and regulatory requirements;•evaluation of the qualifications, independence and performance of our independent registered public accounting firm;•the performance of our internal audit function; and•our overall risk profile.
● our accounting and financial reporting processes; ● the integrity of our consolidated financial statements; ● our systems of disclosure controls and procedures and internal control over financial reporting; ● our compliance with financial, legal and regulatory requirements; ● evaluation of the qualifications, independence and performance of our independent registered public accounting firm; ● the role and performance of our internal audit function; ● compliance with the recommendations and observations of the internal auditor and independent auditor; and ● our overall risk profile. The Audit Committee also is responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, and reviewing the annual and quarterly SEC filings. The Audit Committee also approves the Audit Committee report required by SEC regulations to be included in our annual proxy statement.
The Audit Committee shall consist of no fewer than three members, and at least one member of the Audit Committee must qualify as a
"financial expert"“financial expert” as defined by the SEC. The Board has determined that Mr. Estes is an"audit“audit committee financial expert,"” as defined by the applicable SEC regulations and NYSE corporate governance listing standards and has accounting or related financial management expertise.The Audit Committee will meet as often as it determines, but not less frequently than quarterly. During
2019,2021, the Audit Committee metfourfive times.Compensation Committee
Carol A. Melton (chair), Alan S. Forman, Scott A. Estes and William J. Mulrow comprise the Compensation Committee.Each of the members of the Compensation Committee is independent, as defined by the rules of the NYSE, the rules and regulations of the SEC, and in accordance with theCompany'sCompany’s Corporate Governance Guidelines.The principal functions of the Compensation Committee include:
•reviewing and approving on an annual basis the corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluating their performance in light of such goals and objectives and determining and approving their remuneration based on such evaluation;•implementing and administering our incentive compensation plans and equity-based plans;•assisting management in complying with our proxy statement and annual report disclosure requirements;•producing a report on executive compensation to be included in our annual proxy statement; and•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for trustees.
● reviewing and approving on an annual basis the corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluating their performance in light of such goals and objectives and determining and approving their remuneration based on such evaluation; ● implementing and administering our incentive compensation plans and equity-based plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for trustees. The Compensation Committee will meet as often as it determines, but not less frequently than annually. During
2019,2021, the Compensation Committee metfivesix times.32 JBG SMITH PROPERTIES Corporate Governance and Nominating Committee
Alan S. Forman (chair), Charles E. Haldeman, Jr., Ellen Shuman and John F. Wood comprise the Corporate Governance and Nominating Committee.Each of the members of the Corporate Governance and Nominating Committee is independent, as defined by the rules of the NYSE, the rules and regulations of the SEC, and in accordance with theCompany'sCompany’s Corporate Governance Guidelines.The principal functions of the Corporate Governance and Nominating Committee include:
•identifying, recruiting and recommending to the full Board qualified candidates for election as trustees and recommending a slate of nominees for election as trustees at each annual meeting of shareholders;•developing and recommending to the Board Corporate Governance Guidelines and implementing and monitoring such guidelines;•reviewing and making recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;•recommending to the Board nominees for each committee of the Board;•annually facilitating the assessment of the Board's performance as a whole and of the individual trustees, as required by applicable law, regulations and the NYSE corporate governance listing standards;•overseeing the Board's evaluation of management;•reviewing all related party transactions in accordance with the Company's Related Party Transactions Policy; and•overseeing environmental and social issues, including risks associated with climate change.
● identifying, recruiting and recommending to the full Board qualified candidates for election as trustees and recommending a slate of nominees for election as trustees at each annual meeting of shareholders; ● developing and recommending to the Board Corporate Governance Guidelines and implementing and monitoring such guidelines; ● reviewing and making recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure; ● recommending to the Board nominees for each committee of the Board; ● annually facilitating the assessment of the Board’s performance as a whole and of the individual trustees, as required by applicable law, regulations and the NYSE corporate governance listing standards; ● overseeing the Board’s evaluation of management; ● reviewing all related party transactions in accordance with the Company’s Related Party Transactions Policy; and ● overseeing environmental and social issues, including risks associated with climate change. The Corporate Governance and Nominating Committee will meet as often as it determines, but not less frequently than annually. During
2019,2021, the Corporate Governance and Nominating Committee metthreefive times.Trustee Nominee Selection Process
The Corporate Governance and Nominating Committee has set forth in a written policy the minimum qualifications that trustee candidates must possess. At a minimum, a trustee candidate must possess:
•high personal and professional ethics and integrity;•an ability to exercise sound judgment, including in relation to the Company's business and strategy;•an ability to make independent analytical inquiries;•an ability and willingness to devote sufficient time and resources to diligently perform Board duties, including attending regular and special Board and/or committee meetings;•appropriate and relevant business experience and acumen; and•a reputation, both personal and professional, consistent with the image and reputation of the Company.
● high personal and professional ethics and integrity; ● an ability to exercise sound judgment, including in relation to the Company’s business and strategy; ● an ability to make independent analytical inquiries; ● an ability and willingness to devote sufficient time and resources to diligently perform Board duties, including attending regular and special Board and/or committee meetings; ● appropriate and relevant business experience and acumen; and ● a reputation, both personal and professional, consistent with the image and reputation of the Company. In addition to these minimum qualifications, the written policy sets forth certain additional qualities and skills that, while not a prerequisite for nomination, should be considered by the Corporate
Governance and Nominating Committee when evaluating a particular candidate. These additional qualities and skills include, among others, the following:
•whether the person possesses specific industry knowledge, expertise and/or contacts, including in the real estate industry generally, and familiarity with general issues affecting the Company's business;•whether the person's nomination and election would enable the Board to have a member that qualifies as an "audit committee financial expert"● whether the person possesses specific industry knowledge, expertise and/or contacts, including in the real estate industry generally, and familiarity with general issues affecting the Company’s business; ● whether the person’s nomination and election would enable the Board to have a member that qualifies as an “audit committee financial expert” as such term is defined by the SEC in Item 407 of Regulation S-K; ● whether the person would qualify as an “independent” trustee under the rules of the NYSE, the rules and regulations of the SEC, and the Company’s Corporate Governance Guidelines; ● the importance of continuity of the existing composition of the Board; and ● the importance of a diverse Board membership, in terms of both the individuals involved and their various experiences and areas of expertise. 2022 PROXY STATEMENT 33 The Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating trustee candidates. A trustee
candidate'scandidate’s background and personal experience, however, will be significant in theBoard'sBoard’s candidate identification and evaluation process to help ensure that the Board remains aware of and responsive to the needs and interests of our customers, shareholders, employees and other stakeholders.The Corporate Governance and Nominating Committee will seek to identify trustee candidates based on input provided by a number of sources, including (a) members of the Corporate Governance and Nominating Committee, (b) trustees of the Company and (c) any other party deemed appropriate by the Corporate Governance and Nominating Committee, including shareholders. The Corporate Governance and Nominating Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified trustee candidates; however, we do not currently employ a search firm, or pay a fee to any other third party, to locate qualified trustee candidates.
As part of the candidate identification process, the Corporate Governance and Nominating Committee will evaluate the skills, expertise and diversity possessed by the current Board, and whether there are additional skills, expertise or diversity that should be added to complement the composition of the existing Board. The Corporate Governance and Nominating Committee also will consider the
Company'sCompany’s bylaws, the number of trustees expected to be elected at the next annual meeting of shareholders and whether existing trustees have indicated a willingness to continue to serve as trustees if re-nominated. Once trustee candidates have been identified, the Corporate Governance and Nominating Committee then will evaluate each candidate in light of his or her qualifications and credentials, and any additional factors that the Corporate Governance and Nominating Committee deems necessary or appropriate. Existing trustees who are being considered for re-nomination will be re-evaluated as part of the Corporate Governance and NominatingCommittee'sCommittee’s process of recommending trustee candidates. The Corporate Governance and Nominating Committee evaluates the performance of each current trustee and considers the results of such evaluation when determining whether to recommend the nomination of such trustee for an additional term. All candidates submitted by shareholders will be evaluated in the same manner as all other trustee candidates, provided that the advance notice and other requirements set forth in our bylaws have been followed. At an appropriate time prior to each annual meeting at which trustees are to be elected or re-elected, the Corporate Governance and Nominating Committee recommends to the Board for nomination by the Board such candidates as the Corporate Governance and Nominating Committee, in the exercise of its judgment, has found to be well-qualified and willing and available to serve.At an appropriate time after a vacancy arises on the Board or a trustee advises the Board of his or her intention to resign, the Corporate Governance and Nominating Committee will recommend to the Board for election by the Board to fill such vacancy, such prospective member of the Board as the
Corporate Governance and Nominating Committee, in the exercise of its judgment, has found to be well-qualified and willing and available to serve. In determining whether a prospective member is qualified to serve, the Corporate Governance and Nominating Committee will consider the factors listed above.
34 JBG SMITH PROPERTIES Board Oversight of Risk ManagementOne of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, each of which addresses risks specific to their respective areas of oversight as follows:
•Audit Committee:The Audit Committee has the responsibility to consider and discuss our major financial risk exposures, including credit, liquidity and market risk exposures, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements and oversees the performance of our internal audit function.•Compensation Committee:The Compensation Committee assesses and monitors compensation policies to ensure that such practices are designed to balance risk and reward in relation to the Company's overall business strategy and do not encourage excessive risk-taking.•Corporate Governance and Nominating Committee:The Corporate Governance and Nominating Committee monitors the general operations of the Board and the Company'sFULL BOARD AND COMMITTEES Audit Committee Compensation Committee Corporate Governance and Nominating Committee The Audit Committee has the responsibility to consider and discuss our major financial risk exposures, including credit, liquidity and market risk exposures, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements and oversees the performance of our internal audit function. The Compensation Committee assesses and monitors compensation policies for all employees, including nonexecutive employees, to ensure that such practices are designed to balance risk and reward in relation to the Company’s overall business strategy and do not encourage excessive risk-taking. The Corporate Governance and Nominating Committee monitors the general operations of the Board and the Company’s compliance with its Corporate Governance Guidelines and applicable laws and regulations, including the applicable NYSE listing requirements. Our Board and its standing committees also receive reports from the members of management responsible for the matters considered to enable our Board and each committee to understand and discuss risk identification and risk management.
The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to monitor effectively the risks discussed above.
Corporate Governance Guidelines
and applicable laws and regulations, including the applicable NYSE listing requirements.
Our Board and its standing committees also receive reports from the members of management responsible for the matters considered to enable our Board and each committee to understand and discuss risk identification and risk management.The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee's members, makes this an appropriate structure to monitor effectively the risks discussed above.Corporate Governance GuidelinesThe Board has adopted a set of Corporate Governance Guidelines that reflects the
Board'sBoard’s commitment to monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with the goal of enhancing shareholder value over the long term. The Corporate Governance Guidelines are subject to periodic review by the Corporate Governance and Nominating Committee. The Corporate Governance Guidelines address, among other things:•the responsibilities and qualifications of trustees, including trustee independence;•the functioning of the Board;•the responsibilities, composition and functioning of the Board committees;•the appointment and role of the Lead Trustee, if applicable;•principles of trustee compensation;•the policies and procedures regarding trustee resignation; and•chief executive officer succession planning.
● the responsibilities and qualifications of trustees, including trustee independence; ● the functioning of the Board; ● the responsibilities, composition and functioning of the Board committees; ● the appointment and role of the Lead Trustee, if applicable; ● principles of trustee compensation; ● the policies and procedures regarding trustee resignation; and ● chief executive officer succession planning. A copy of the Corporate Governance Guidelines is available on our website at
www.jbgsmith.com.www.jbgsmith.com.2022 PROXY STATEMENT 35 Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics applies to trustees, officers and employees. Among other matters, the code is intended to deter wrongdoing and promote:
•honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;•full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;•compliance with applicable governmental laws, rules and regulations;•prompt internal reporting of violations of the code to appropriate persons identified in the code; and•accountability for adherence to the code.
● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications; ● compliance with applicable governmental laws, rules and regulations; ● prompt internal reporting of violations of the code to appropriate persons identified in the code; and ● accountability for adherence to the code. Any waiver of, or changes to, the Code of Business Conduct and Ethics that apply to executive officers or trustees of the Company may be made only by the Corporate Governance and Nominating Committee or another committee of our Board comprising solely independent trustees or a majority of our independent trustees. Any such waiver will be promptly disclosed as required by law or regulation of the SEC and the rules of the NYSE.
A copy of the Code of Business Conduct and Ethics is available on our website at
www.jbgsmith.com.www.jbgsmith.com. We intend to disclose any changes in or waivers from the Code of Business Conduct and Ethics by posting such information on our website.Our independent trustees receive compensation for services on our board for the period that commences with the annual meeting at which they are elected and concludes at the next annual meeting (prorated for partial-year terms, as applicable). Additionally, all new trustees receive a $100,000 equity award in connection with his or her initial election to the Board. All trustee compensation is paid in arrears following the Company’s annual meeting at the end of each such period of service.
Non-employee trustees are compensated as follows:
Additional compensation for non-employee Board Committee members:
Chair Annual
RetainerMember Annual
RetainerAudit Committee $25,000 $ 10,000 Compensation Committee $15,000 $ 5,000 Corporate Governance and Nominating Committee $15,000 $ 5,000 36 JBG SMITH PROPERTIES Chair Annual Retainer Member Annual Retainer Audit Committee
$ 25,000 $ 10,000 Compensation Committee
$ 15,000 $ 5,000 Corporate Governance and Nominating Committee
$ 15,000 $ 5,000 In lieu of receiving an annual retainer in cash, a non-employee trustee may elect to receive any portion of the annual retainer in the form of fully vested LTIP Units. Trustees who are employees of the Company or its subsidiaries will not receive compensation for their services as trustees. All trustees
are reimbursed for their out-of-pocket expenses incurred in connection with the performance of Board duties. For information on the special class of limited partnership units of the partnership designated as LTIP units
("(“LTIPUnits"Units”), see"Narrative“Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based AwardsTable—Table — LTIP Units."”In addition to his compensation for services as a non-employee member of the Board, Mitchell Schear is party to a consulting agreement with the Company with respect to his services to the Company as a consultant that provides for certain payments and benefits for a period up to two years after the closing of the formation transaction. While the consulting period under this agreement ended on December 31, 2017, Mr. Schear was entitled to payments thereunder through July 2019. See "Certain Relationships and Related Party Transactions—Mitchell N. Schear Consulting Agreement."The following table presents information regarding the compensation earned during
20192021 by non-employee trustees who served on the Board during the year. W. Matthew Kellyand Robert A. Stewart are employeesis an employee of the Company anddodid not receive any compensation fortheirhis service asmembersa member of theBoard.Board in 2021. The compensation paid to Mr. Kelly is presented below under"Executive Compensation"“Executive Compensation” in the table titled"Summary“Summary CompensationTable"Table” and the related explanatory tables.Name Fees Earned
in Cash(1)Share
Awards(2)Other Total Scott A. Estes
$ 130,000 $ 99,988 — $ 229,988 Alan S. Forman(3)
$ 120,000 $ 99,988 — $ 219,988 Michael J. Glosserman
$ 100,000 $ 99,988 $ 92,860 (4) $ 292,848 Charles E. Haldeman, Jr.
$ 115,000 $ 99,988 — $ 214,988 Carol A. Melton
$ 115,000 $ 99,988 — $ 214,988 William J. Mulrow
$ 115,000 $ 99,988 — $ 214,988 Steven Roth
$ 100,000 $ 99,988 — $ 199,988 Mitchell N. Schear
$ 100,000 $ 99,988 $ 1,109,408 (5) $ 1,309,396 Ellen Shuman
$ 105,000 $ 99,988 — $ 204,988 John F. Wood
$ 105,000 $ 99,988 — $ 204,988 (1)Name Fees Earned
in Cash(1)Share
Awards(2)Other Total Phyllis R. Caldwell(3) $ 83,333 $116,659 — $199,992 Scott A. Estes $130,000 $ 99,978 — $229,978 Alan S. Forman(4) $120,000 $ 99,978 — $219,978 Michael J. Glosserman $105,000 $ 99,978 $90,717(5) $295,695 Charles E. Haldeman, Jr. $115,000 $ 99,978 — $214,978 Alisa M. Mall $105,000 $ 99,978 — $204,978 Carol A. Melton $115,000 $ 99,978 — $214,978 William J. Mulrow $115,000 $ 99,978 — $214,978 Steven Roth(6) $ 33,333 $ 99,978 — $133,311 D. Ellen Shuman $115,000 $ 99,978 — $214,978 Robert A. Stewart $100,000 $ 74,984(7) — $174,984 (1) Represents the amount of the annual cash retainer, including committee chair and member retainers, earned by each non-employee trustee from January 1, 2021 through December 31, 2021. As discussed below, certain non-employee trustees elect to receive the entirety of their annual cash retainer in the form of LTIP Units. These LTIP Units are fully vested as of the date of grant. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021. (2) Represents the annual equity grant of LTIP Units to each non-employee trustee. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021. (3) Ms. Caldwell’s election to the Board was effective March 1, 2021. Ms. Caldwell’s compensation was prorated for a partial year of service as a trustee beginning March 1, 2021. In addition to the annual equity grant, Ms. Caldwell received a $100,000 equity award in connection with her initial election to the Board. (4) Alan S. Forman was previously an employee of Yale University, or Yale. Pursuant to an arrangement between Yale and Alan S. Forman, Yale University is entitled to receive, as of or prior to the time Mr. Forman ceases to serve as our trustee, all LTIP Units and other equity awards granted to Mr. Forman while employed by Yale. Pursuant to the arrangement, Mr. Forman received trustee compensation (including trustee fees, equity awards and dividends) on behalf of, or as a nominee for, Yale. (5) Represents the salary of a dedicated administrative assistant and the value of the use of certain Company facilities provided to Mr. Glosserman in 2021 pursuant to a transition arrangement with the Company which expires March 31, 2022. (6) Mr. Roth stepped down from the Board in May 2021. Mr. Roth was determined to be independent during his period of service on the Board in 2021. (7) Mr. Stewart’s annual equity grant was prorated for a partial year of service as a trustee beginning August 1, 2021. Prior to such date, Mr. Stewart was employed as an officer of the Company. 2022 PROXY STATEMENT 37 Our annual LTIP grants are made in connection with each annual meeting with respect to each one-year period of service. Such periods commence at the annual
cash retainer earned by each independentmeeting at which a trusteefrom January 1, 2019 through December 31, 2019. Certain independent trusteesis electedto receiveand conclude at theentirety of theirfollowing annualcash retainer in the form of LTIP Units. Thesemeeting. The LTIP Unitswere fully vested asdisclosed below represent the LTIP Units issued in 2021 in lieu ofthe date of grant. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statementscertain trustees’ annual board and committee cash retainers for theyear ended December 31, 2019, included in our Annual Report on Form 10-K forone-year period of service between theyear ended December 31, 2019. The number of LTIP Units granted to each non-employee trustee as compensation for their2020 and 2021 annualretainer in 2019 is presented below:
meetings.Name LTIP Units (#) Phyllis R. Caldwell
— Scott A. Estes 3,5834,941Alan S. Forman
— Michael J. Glosserman
2,7563,897Charles E. Haldeman, Jr.
3,1694,370Alisa M. Mall
3,990 Carol A. Melton 3,1694,370William J. Mulrow
4,370Steven Roth(1)— Robert A. Stewart—Steven Roth2,756Mitchell N. Schear1,378D. Ellen Shuman
2,894John F. Wood2,8944,370(2)Represents the annual equity grant of LTIP Units to each non-employee trustee. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019. The number of LTIP Units granted to each non-employee trustee in 2019 is presented below:
(1) NameLTIP Units (#)Scott A. Estes2,756Alan S. Forman2,756Michael J. Glosserman2,756Charles E. Haldeman, Jr.2,756Carol A. Melton2,756William J. Mulrow2,756StevenMr. Roth2,756Mitchell N. Schear2,756Ellen Shuman2,756John F. Wood2,756stepped down from the Board in May 2021(3)Alan S. Forman is an employee of Yale University, or Yale. Pursuant to an arrangement between Yale and Alan S. Forman, Yale University is entitled to receive, as of or prior to the time Mr. Forman ceases to serve as our trustee, all LTIP Units and other equity awards granted to Mr. Forman while employed by Yale. Pursuant to the arrangement, Mr. Forman receives trustee compensation (including trustee fees, equity awards and dividends) on behalf of, or as a nominee for, Yale.(4)Represents the salary of a dedicated administrative assistant and the value of the use of certain Company facilities provided to Mr. Glosserman pursuant to a transition arrangement with the Company.(5)Represents amounts paid in 2019 pursuant to a consulting agreement between the Company and Mr. Schear that terminated in July 2019. For additional information regarding the consulting agreement see "Certain Relationships and Related Person Transactions—Mitchell N. Schear Consulting Agreement."
The following table presents the number of outstanding Formation Units and LTIP Unit awards held by each of our current trustees, other than Mr. Kelly,
and Mr. Stewartas of December 31,2019. The awards represent the grant of 6,738 LTIP Units to each non-employee trustee in July 2017, the grant of 2,577 LTIP Units to each non-employee trustee in May 2018, the grant of 2,756 LTIP Units to each non-employee trustee in May 2019, the number of LTIP Units granted to each non-employee trustee in lieu of cash as compensation for their annual retainer in 2019, as set forth in footnote 1 of the trustee2021.Name Formation Unit Awards
Outstanding as of
December 31, 2021(1)LTIP Unit Awards
Outstanding as of
December 31, 2021(2)Phyllis R. Caldwell — 4,434 Scott A. Estes — 32,498 Alan S. Forman — 19,394 Michael J. Glosserman 144,204 19,309 Charles E. Haldeman, Jr. — 26,933 Alisa M. Mall — 11,313 Carol A. Melton — 30,985 William J. Mulrow — 23,764 D. Ellen Shuman — 30,357 Robert A. Stewart 148,247 161,696 (1) The awards represent the grant of Formation Units to Mr. Glosserman and Mr. Stewart in July 2017. (2) The awards represent the grant of LTIP Units to each non-employee trustee in July 2017, May 2018, May 2019, April 2020 and April 2021, and the number of LTIP Units granted to each non-employee trustee in lieu of cash as compensation for their annual retainer, if elected by the trustee. Mr. Stewart’s awards include Time-Based LTIP Units awarded to him and Performance-Based LTIP Units earned by him during his tenure as an employee of the Company. 38 JBG SMITH PROPERTIES compensation table above, and the grant of 175,202 and 144,204 Formation Units to Steven Roth and Michael J. Glosserman in July 2017, respectively.Name Formation Unit
Awards
Outstanding as of
December 31, 2019 LTIP
Unit Awards
Outstanding as of
December 31, 2019 Scott A. Estes
— 15,654 Alan S. Forman
— 12,071 Michael J. Glosserman
144,204 8,089 Charles E. Haldeman, Jr.
— 15,240 Carol A. Melton
— 15,240 William J. Mulrow
— 12,071 Steven Roth
175,202 8,089 Mitchell N. Schear
— 6,711 Ellen Shuman
— 14,965 John F. Wood
— 14,965 Share Ownership Guidelines
We believe that equity ownership by our trustees and named executive officers helps align their interests with our
shareholders'shareholders’ interests and therefore have adopted share ownership guidelines applicable to all of our trustees and executive officers. On an annual basis, we evaluate the ownership status of the trustees and executive officers.The Chief Executive Officer is required to own equity securities of the Company equal in value to at least six times his annual base salary, and each other named executive officer is required to own equity securities of the Company equal in value to at least three times his or her annual base salary. Non-employee trustees are required to own equity securities equal in value to five times their annual cash retainer.
ExecutiveNamed executive officers and trustees must satisfy the ownership requirements within five years of when they became subject to the policy, which was adopted on August 10, 2017.The Corporate Governance and Nominating Committee may waive the share ownership requirements in the event of a severe hardship or in circumstances in which compliance would prevent the participant from complying with a court order.
Hedging and Pledging of Company Securities
Our Insider Trading Policy prohibits our trustees and employees, including our
namedexecutive officers, from engaging in the following transactions: (i) trading in call or put options involving our securities and other derivative securities; (ii) engaging in short sales of our securities;(iii) holding our securities in a margin account;and(iv)(iii) all forms of hedging or monetization transactions, such as zero-cost collars and forward salecontracts; andcontracts. Additionally the policy prohibits hedging or pledging ofourthe Company’s securities by our named executive officers,including named executive officers.and hedging by our trustees.Board Self-Evaluation
Pursuant to the
Company'sCompany’s Corporate Governance Guidelines and the charters of the Compensation, Audit and Corporate Governance and Nominating Committees, the Corporate Governance and Nominating Committee will oversee the annual self-evaluation of the Board and each committee. The self-evaluation will include presentations to the Board by each committee chairperson, and may, if deemed necessary or appropriate by the Board, include reviews and/or presentations by theCompany'sCompany’s independent advisors, including its legal counsel and independent auditing firm. TheCorporate Governance and Nominating Committee reports the assessments to the Board, and if the Board determines that changes in its governance practices need to be made, management and the Corporate Governance and Nominating Committee will work with the Board to implement the necessary changes.
Clawback Policy
Pursuant to the
Company'sCompany’s Incentive Compensation Recoupment Policy, in the event of a restatement of theCompany'sCompany’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that any performance-based compensation paid to certain of our executive officers would have been a lower amount had it been calculated based on such restated results, the Board, or the Compensation Committee if such authority is delegated by the Board, shall review such performance-based compensation. If the Board determines that the executive officer engaged in fraud or intentional misconduct which materially contributed to the need for a restatement, the Compensation Committee may seek to recover from the executive the pre-tax portion of the difference between the performance-based compensation actually paid and the amount that would have been paid had the performance-based compensation been calculated based on the restated financial statements for the three-year period prior to the restatement.2022 PROXY STATEMENT 39 The Chairman
or the Lead Trustee if the Chairman is an executive officer of the Company, will serveserves as the communication conduit for third parties who wish to communicate with the Board. Shareholders and other interested parties may communicate with the Board or specified individual trustees by sending written correspondence to the"Chairman" or "Lead Trustee"“Chairman” c/o the Chief Legal Officer of JBG SMITH Properties, 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814, who will then directly forward such correspondence to theChairman or Lead Trustee, as applicable.Chairman. The Chairmanor Lead Trusteewill decide what action should be taken with respect to the communication, including whether such communication should be reported to the full Board. If the Chairman is an executive officer of the Company, the Board will designate a Lead Trustee, who will serve as the communication conduit for third parties who wish to communicate with the Board.Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or ever has been an officer or employee of the Company, and no member of the Compensation Committee had any relationships during
20192021 requiring disclosure by us under theSEC'sSEC’s rules requiring disclosure of certain relationships and related-party transactions. No executive officer serves as a member of a board of trustees or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board or Compensation Committee. Accordingly, during20192021 there were no interlocks with other companies within the meaning of theSEC'sSEC’s proxy rules.40 JBG SMITH PROPERTIES EXECUTIVE OFFICERS
Executive OfficersThe following table sets forth certain information regarding our executive officers.
Name Position With the Company Age as of the
Annual
MeetingW. Matthew Kelly
Chief Executive Officer 4749 David P. Paul
President and Chief Operating Officer 5759 Stephen W. TheriotM. Moina BanerjeeChief Financial Officer 6040 Kevin
"Kai"“Kai” ReynoldsChief Development Officer 5052 M. Moina BanerjeeGeorge XandersChief Investment Officer Executive Vice President, Head of Capital Markets3836 Steven A. Museles
Chief Legal Officer and Corporate Secretary 5759 Please see
"Proposal One:“Proposal 1: Election of Trustees — Nominees for Election asTrustees"Trustees” for information regarding W. Matthew Kelly.David P. Paul 
Mr. Paul has served as our President and Chief Operating Officer since our formation in 2017. Mr. Paul has over 25 years of experience in the commercial real estate industry and worked at The JBG Companies® (“JBG”) from September 2007 until our formation, serving as a Managing Partner and member of JBG’s Executive Committee, Management Committee and Investment Committee. Prior to joining JBG, Mr. Paul worked in commercial and retail real estate development and investment with several firms, including WP Commercial, Archon Group, a subsidiary of Goldman, Sachs & Co (NYSE: GS), Starwood Urban Investments, and Trammell Crow Company, and has been involved in both domestic and international real estate investment. He began his career with the consulting firm Bain & Company. He received his Bachelor of Arts from Vanderbilt University and Master of Business Administration from The Tuck School of Business at Dartmouth. M. Moina Banerjee 
Ms. Banerjee has served as our Chief Financial Officer since December 2020, prior to which she served as Executive Vice President, Head of Capital Markets since December 2018 and as an Executive Vice President since our formation in 2017. Ms. Banerjee worked at JBG from August 2010 until our formation, serving as a Principal in the Investments group and on the Management Committee. Prior to joining JBG, Ms. Banerjee worked at the Blackstone Group in New York, focusing primarily on office, hotel, and senior living acquisitions. She also worked within Citigroup’s Investment Banking Division in New York (NYSE: C). Ms. Banerjee graduated with a Bachelor of Science in International Economics from Georgetown University and earned a Master of Business Administration from The Wharton School of the University of Pennsylvania. 2022 PROXY STATEMENT 41 David P. Paul.Mr. Paul has served as our President and Chief Operating Officer since the formation transaction. Mr. Paul has over 25 years of experience in the commercial real estate industry and worked at JBG from September 2007 until the formation transaction, serving as a Managing Partner and member of JBG's Executive Committee, Management Committee and Investment Committee. Prior to joining JBG, Mr. Paul worked in commercial and retail real estate development and investment with several firms, including WP Commercial, Archon Group, a subsidiary of Goldman, Sachs & Co (NYSE: GS), Starwood Urban Investments, and Trammell Crow Company, and has been involved in both domestic and international real estate investment. He began his career with the consulting firm Bain & Company. He received his Bachelor of Arts from Vanderbilt University and Master of Business Administration from The Tuck School of Business at Dartmouth.Stephen W. Theriot.Mr. Theriot has served as our Chief Financial Officer since the formation transaction. Mr. Theriot worked at Vornado (NYSE: VNO) from June 2013 until the formation transaction, serving as Chief Financial Officer from June 2013 to February 2017 and was responsible for Vornado's accounting, financial reporting and tax activities. From November 1987 to May 2013, Mr. Theriot worked at Deloitte & Touche LLP, where he was a Partner and most recently served as the leader of the Northeast Real Estate practice. Mr. Theriot graduated from the University of North Carolina at Chapel Hill with a Bachelor of Science degree in Business Administration.Kevin "Kai" Reynolds.Mr. Reynolds has served as our Chief Development Officer since December 2018, prior to which he served as our Co-Chief Development Officer since the formation transaction. Mr. Reynolds worked at JBG from May 2003 until the formation transaction, serving as a JBG partner and on the Management Committee. Mr. Reynolds has over 20 years of real estate experience. Prior to joining JBG, he worked in development for Gables Residential. Mr. Reynolds received his Bachelor of Arts from the University of Western Ontario and a Master of Business Administration from the University of North Carolina's Kenan-Flagler Business School.M. Moina Banerjee.Ms. Banerjee has served as Executive Vice President, Head of Capital Markets since December 2018, prior to which she served as an Executive Vice President since the formation transaction. Ms. Banerjee worked at JBG from August 2008 until the formation transaction, serving as a Principal in the Investments group and on the Management Committee. Ms. Banerjee has over 15 years of real estate experience. Her responsibilities include overseeing capital markets, investor relations, portfolio management, and hotel investment strategy. Ms. Banerjee also oversees portfolio management and investor relations for the JBG Legacy Funds. Prior to joining JBG, Ms. Banerjee worked at the Blackstone Group in New York, focusing primarily on office, hotel, and senior living acquisitions. She also worked within Citigroup's Investment Banking Division in New York (NYSE: C). Ms. Banerjee graduated with a Bachelor of Science in International Economics from Georgetown University and earned a Master of Business Administration from The Wharton School of the University of Pennsylvania.Steven A. Museles.Mr. Museles has served as our Chief Legal Officer and Corporate Secretary since the formation transaction. From August 2013 until joining JBG in March 2017, Mr. Museles served as Chief Legal Officer and Chief Compliance Officer of Alliance Partners, a credit-focused asset management firm. Prior to joining Alliance Partners, Mr. Museles served in several capacities at CapitalSource Inc. (NYSE: CSE), a specialty finance company, including as a member of the Board of Directors, Co-Chief Executive Officer, and Chief Legal Officer and Secretary. Prior to joining CapitalSource, he practiced corporate and securities law as a partner at Hogan Lovells. Mr. Museles received his Bachelor of Arts from the University of Virginia and Juris Doctor from the Georgetown University Law Center.Kevin “Kai” Reynolds 
Mr. Reynolds has served as our Chief Development Officer since December 2018, prior to which he served as our Co-Chief Development Officer since our formation in 2017. Mr. Reynolds worked at JBG from May 2003 until our formation, serving as a JBG partner and on the Management Committee and was responsible for overseeing the development group. Mr. Reynolds has over 20 years of real estate experience. Prior to joining JBG, he worked in development for Gables Residential. Mr. Reynolds received his Bachelor of Arts from the University of Western Ontario and a Master of Business Administration from the University of North Carolina’s Kenan-Flagler Business School. George L. Xanders 
Mr. Xanders has served as our Chief Investment Officer since January 2021, prior to which he served as Executive Vice President, Co-Head of Acquisitions since January 2019 and as an Executive Vice President since the Company’s formation in 2017. Mr. Xanders has been a member of JBG SMITH’s Investment Committee since January 2019. Prior to our formation, Mr. Xanders worked at JBG beginning in July 2008, serving as an Executive Vice President in the Investments group. Mr. Xanders graduated with a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill. Steven A. Museles 
Mr. Museles has served as our Chief Legal Officer and Corporate Secretary since our formation in 2017. From August 2013 until joining JBG in March 2017, Mr. Museles served as Chief Legal Officer and Chief Compliance Officer of Alliance Partners, a credit-focused asset management firm. Prior to joining Alliance Partners, Mr. Museles served in several capacities at CapitalSource Inc. (NYSE: CSE), a specialty finance company, including as a member of the Board of Directors, Co-Chief Executive Officer, and Chief Legal Officer and Secretary. Prior to joining CapitalSource, he practiced corporate and securities law as a partner at Hogan Lovells. Mr. Museles served on the Board of Directors of Revolution Acceleration Acquisition Corp (NASDAQ: RAAC) from December 2020 to July 2021. Mr. Museles received his Bachelor of Arts from the University of Virginia and Juris Doctor from the Georgetown University Law Center. 42 JBG SMITH PROPERTIES COMPENSATION DISCUSSION AND ANALYSIS
Compensation Discussion and AnalysisThis Compensation Discussion and Analysis discusses the principles underlying our policies and decisions with respect to the compensation of our named executive officers. Specifically, this section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each compensation
component that we provide.component. Each of the key elements of our executive compensation program is discussed in more detail below. The following discussion should be read together with the compensation tables and related disclosures appearing later in this Proxy Statement.This section presents information concerning compensation arrangements for our named executive officers for
2019.2021. Compensation decisions for our named executive officers are made by the CompensationCommittee.Committee which administers our executive compensation programs. The Compensation Committee believes the Company has strong compensation practices which have become even stronger since its inception, as evidenced by its 91% shareholder approval on “say on pay” last year and the fourth straight year (out of four years in total) of over 90% support.For the year ended
2019,2021, our named executive officers and their titles were as follows:W. Matthew Kelly David P. Paul M. Moina Banerjee Chief Executive Officer David P. PaulPresident and Chief Operating Officer Stephen W. TheriotChief Financial Officer Kevin "Kai" ReynoldsKevin “Kai” Reynolds Steven A. Museles Chief Development Officer Chief Legal Officer Our strategic transformation to a majority multifamily company with an office portfolio in National Landing is well underway; we are now in a transitional period, and our compensation program, which has been relatively unchanged since we became a public company in 2017, is evolving to address this strategic transformation. The Compensation Committee recognizes the strong support (94% average FOR votes on Say-on-Pay) from shareholders for the Company’s compensation practices over the past five years, and now needs to pivot the Company’s compensation program to best support its strategic transformation and related transitional period. This pivot comprises modifications to the performance piece of our annual equity awards and the issuance of a one-time retention and strategic performance award discussed below in this Compensation Discussion and Analysis.
The Compensation Committee took note and discussed throughout the first half of the year (i) the “great resignation” related to the pandemic we saw across the country in 2021, (ii) the fact that the initial equity received by members of our senior leadership in our 2017 formation transaction will become fully vested in July 2022, thus losing its retention power from that point forward, and (iii) the fact that our equity incentive program goes well beyond our executive officers and deep into our employee base. Acknowledging the foregoing, to promote retention of the senior leadership team (beyond just the named executive officers and other executives), as well as align their interests with shareholders and increase net asset value (“NAV”) per share based on the Company’s longterm strategy, the Compensation Committee determined to grant a one-time retention and strategic performance equity award in July 2021. This award contains both time- and performance-based elements covering a long-term (7-year) period. The time-based portion is intended to replace the retention component of the equity granted in connection with the Company’s formation, and the performance-based portion is incorporated to encourage senior leadership to align with the Company’s long-term goal of NAV per share growth.
The Company has embarked on a long-term strategy that includes enhancing connectivity and rolling out 5G in National Landing, continuing the lease-up of the operating portfolio and stabilization of newly constructed assets, and shifting away from office in favor of a more multifamily-focused portfolio (of which National Landing represents an important opportunity), all in the face of the pandemic and its prolonged effects. This strategy requires a significant amount of time to complete, but should result in a positive outcome for shareholders – and if so, the one-time retention and strategic performance equity award will allow for management to participate in the shareholder value creation. Because these goals are long term in nature, the duration of the special equity award is likewise intended to align with long-term performance.
M. Moina Banerjee2022 PROXY STATEMENT43 2021 Business Performance Highlights
Paved the way for Amazon’s continued expansion and expanded growth footprint surrounding Virginia Tech’s $1 Billion Innovation Campus in National Landing
Over 210,000 retail square feet, representing over 50 new retailers, well underway in National Landing
Establishing National Landing as first 5G-enabled connected city at scale in the country
Completed 1.7 million square feet of office leasing activity
Executive Vice President, HeadGrew multifamily occupancy and rents and expanded multifamily portfolio by 3,313 units through development and acquisitions at an average yield of
Capital Markets5.9%Advanced design and entitlement on 11.3 million square feet, or 77% of our Development Pipeline
Concentrating portfolio in multifamily and National Landing office by successfully recycling non-core office and land holdings
Preserved our balance sheet strength and liquidity
Leading the market on ESG initiatives, including achieving carbon neutrality for energy consumed across our operating portfolio
Our Compensation Committee administers our executive compensation programs.2019 Business Performance HighlightsOur significant accomplishments in 2019 include:Executive Compensation Philosophy and Objectives
The primary objectives of our executive compensation are to (1) align the interests of our executives with those of our shareholders; (2) attract and retain the highest caliber executives in our industry; and (3) motivate executives to achieve corporate performance objectives as well as individual
goals. To fulfill these objectives, we have an executive compensation program that includes three major
elements—elements — base salary, annual bonus incentives and long-term equity incentives, which may include stock options, restricted shares or partnership unit awards and performance-based equity awards. Other than the employment agreements and equity incentive plan, which are described below, we have not adopted any compensation policies, procedures or plans with respect to named executive officer compensation.The cornerstones of our annual executive compensation program that help us achieve our objectives include:
•- Base Salaries.Central to our ability to attract and retain our executives is providing base salaries that fairly reward them for their value to the organization in successfully performing their respective roles.
•- Incentive Compensation.Incentive compensation is an important tool for providing variable, or
"at“at risk,"” compensation tied to performance. We view it as a means to motivate and reward our executives for performance, including the achievement of our financial and operational objectives, individual goals and value creation for shareholders. In accordance with our"pay-for-performance"“pay-for-performance” orientation, we delivera majoritymost of our total named executive officer compensation in the form of incentive compensationconsisting ofcomprising short-term, annual cash incentives and long-term, equity-based incentives.
Holistically, we evaluate our executive pay program and make pay decisions within the context of a total compensation framework to ensure our overall compensation objectives are met. In doing so, we recognize the distinct nature of the individual elements of our pay program but are mindful of the interrelationship of the various components to the successful execution of our overall pay strategy.
44 JBG SMITH PROPERTIES Our Compensation Committee implemented a program governing incentive compensation payable to our named executive officers in 2018 and significantly modified this program for 2019. This program comprises short-term cash and long-term equity-based incentives and includes performance metrics against which short-term incentive compensation was measured.
Consistent with our philosophy, we have developed strong compensation practices while avoiding others in pursuit of our compensation objectives. These practices are as follows:
| WHAT WE DO | ||
| ü | ||
Most
|
| ü | Balanced mix of performance measures used to ensure a focus on our overall performance |
ü
| Strong emphasis on equity-based compensation to provide long-term incentives
|
| ü | Offer our executives the option of receiving additional equity-based incentives in lieu of their annual cash bonus incentive as a retention mechanism to further align their interests with the long-term interests of our shareholders
|
| ü | Executive officers and trustees are subject to rigorous share ownership guidelines
|
| ü | Clawback policy to recover compensation from certain executive officers engaging in fraud or intentional misconduct that leads to a restatement of financials |
| ||
| x | Guaranteed salary increases, cash incentive compensation or equity grants
|
| x | Extensive perquisites
|
| x | Excise tax
|
| x | Hedging or pledging of our securities by our executive officers, including named executive officers
|
| x | Single trigger change-in-control provisions |
| 2022 PROXY STATEMENT | 45 |
Advisory Vote on Executive Compensation
| On an annual basis, the Company provides its shareholders with the opportunity to cast an advisory vote on executive compensation. In 2021, approximately 91% of the shares voted were in support of the 2020 compensation of the named executive officers. The Compensation Committee viewed this advisory vote as an expression of general shareholder satisfaction with the Company’s executive compensation program. Consistent with the advisory vote of shareholders at the 2018 Annual Meeting of Shareholders, the Company will hold advisory votes on executive compensation annually until the next say-on-frequency vote is conducted, which will be no later than 2024. | Say-on-Pay Voting Results 4-year average: 94%
|
On an annual basis,Our short-term incentive (cash bonus) program has evolved since the Company provides its shareholders withCompany’s formation such that a more rigid framework now applies. Despite the opportunityhistory of positive say on pay voting results, the Compensation Committee has proactively made constructive enhancements to cast an advisory vote on executive compensation.the short-term incentive program. Payouts under our short-term incentive (cash bonus) program were initially entirely in the discretion of the Compensation Committee when the plan was first implemented for 2018. In 2019 approximately 94%we implemented a more rigorous system with specific objectives and a corresponding scoring system to determine payout amounts. In 2020, we continued to refine this objective program by adjusting the potential payout amounts on both the low and high ends. Finally, while the program provides for individual, subjective components for non-executive employees, the executive payout is 100% based on Company performance (i.e., no individual, subjective component) as determined by goals set in the beginning of the shares voted were in support of the 2018 compensation of the named executive officers. The Compensation Committee viewed this advisory vote as an expression of general shareholder satisfaction with the Company's executive compensation program. Consistent with the advisory vote of shareholders at the 2019each year.
2021 Annual Meeting of Shareholders, the Company will hold advisory votes on executive compensation annually until the next say-on-frequency vote is conducted, which will be no later than 2024.Cash Incentive Bonus Program
PERFORMANCE | • Capital Allocation/Dispositions • Construction Completion • Asset Entitlement Completion • Asset Entitlement Submission • Construction Commencement • Aggregate Commercial Lease Execution Square Footage | • Aggregate Value of Commercial Leases Executed • Core FFO • Operating NOI • ESG/Affordable Housing • ESG/Carbon Neutrality |
| METHODOLOGY | Must meet specified number of goals to achieve threshold, target or maximum bonus level (as a percentage of base salary) | |
PERFORMANCE | Threshold (6 Goals) = 50% Target (8 Goals) = 100% Maximum (10 Goals) = 150% | |
| ACTUAL BONUS PAYOUT | 150% | |
| 46 | JBG SMITH PROPERTIES |
Role of the Compensation Committee and Management
The Compensation Committee comprises independent trustees who are responsible for the overall design and administration of our executive compensation programs. For a more detailed description of the responsibilities of the Compensation Committee, see "Corporate“Corporate Governance and Board Matters — Committees of the Board — Compensation Committee."”
When determining the compensation of our named executive officers, the Compensation Committee considers several factors it deems important, including:
•- the executive
officer'sofficer’s experience, knowledge, skills, level of responsibility and potential to influence our performance;•the business environment, our strategy, and our financial, operational and market performance;•marketplace compensation levels and practices; and•corporate governance and regulatory factors related to executive compensation.The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. The Compensation Committee makes compensation decisions for our executive officers after careful review and analysis of appropriate performance information and market compensation
data.data as well as advice from its compensation consultant. The Compensation Committee determines the compensation for the Chief Executive Officer. In connection with determining compensation of executive officers other than the Chief Executive Officer, the Compensation Committee seeks input from theCompany'sCompany’s Chief Executive Officer. Any recommendations given by the Chief Executive Officer are based upon the Chief ExecutiveOfficer'sOfficer’s assessment of theCompany'sCompany’s overall performance, each executiveofficer'sofficer’s individual performance,marketplacemarket compensation practices and employee retention considerations. The Compensation Committee reviews the Chief ExecutiveOfficer'sOfficer’s recommendations, and in its sole discretion determines all executive officer compensation. The Chief Executive Officerwilldoes not provide any recommendations to the Compensation Committee regarding his own compensation.Role of the Compensation Consultant
For
2019,2021, the Compensation Committee engaged the services ofFPL Associates, L.P. ("FPL"Ferguson Partners Consulting (“FPC”), an executive compensation consultant, to provide advice and counsel in carrying out its duties.FPLFPC provided the Compensation Committee with market data on executive pay practices and levels and provided recommendations regarding the structure of executive pay opportunities, equity-based incentives and the equity incentive plan.The Compensation Committee has the sole authority to approve the compensation
consultant'sconsultant’s fees and terms of its engagement. The Compensation Committee has reviewed its relationship withFPLFPC to ensure that it believes thatFPLFPC is independent from management. This review process includes a review of the servicesFPLFPC provides, the quality of those services, and fees associated with the services during the fiscal year, as well as consideration of the factors impacting independence that are set forth in NYSE rules.Use of Comparative Market Data
The Compensation Committee believes that for our compensation to be effective, it must be competitive with other real estate companies with which we may compete for executive talent. The Compensation Committee uses industry peer group data as one element of assessing and determining pay for our executive officers. Peer group data provides an insight into overall market pay levels, market trends, governance practices related to compensation and industry performance.
With assistance from
FPL,FPC, the Compensation Committee undertook a comprehensive review ofitsour peer group of companies with the goal of evaluating the competitiveness of theCompany'sCompany’s executive compensation program. The peer group was selected based on various criteria considered by the Compensation Committee, including industry (public REITs, and where appropriate, office, multifamily, and/or diversified REITs), size (defined by total capitalization), having a Washington DC/metropolitan presence, and/or an active development pipeline. As a result of this peer group review and evaluation, while being mindful of best practices for selecting a peer set, the Compensation Committee determined to continue to use the same peer group that it had used last year, as shown below.
(2) the Company manages a meaningful funds business which distinguishes it from most other publicFPLFPC noted in its peer group recommendation that the Company hastwothree somewhat unique characteristics compared to its peers and the broader industry that are not directly captured in its total capitalization: (1) theCompany'sCompany’s significant development pipeline adds a degree of complexity that may not be matched at a number of its peers,andREITs.REITs, and
(3) the Company is in the process of transitioning to a majority multifamily portfolio.2022 PROXY STATEMENT 47 The peer group recommended by the compensation consultant and approved by the Compensation Committee consists of 14 public real estate companies. As of December 31,
2019,2021, this peer group had total capitalization ranging from approximately$3.7$2.7 billion to$38$35.0 billion, with a median of approximately$7.8$8.3 billion. Our total capitalization at that time of approximately$7.7$6.8 billion rankedjust belowat themedian (4736thpercentile).percentile. This peer group comprises the following companies:Company Name Similar
Property
TypeSimilar
SizeWashington
DC PresenceActive
DeveloperBoston Properties, Inc. þ✓✓þþ✓Brandywine Realty Trust ✓ þ✓✓ þþ✓ Camden Property Trust þ✓þ✓þþ✓Columbia Property Trust, Inc. ✓ þ✓✓ þþ✓ Corporate Office Properties Trust ✓ þ✓✓ þþþ✓Cousins Properties Incorporated ✓ þ✓þþ✓Douglas Emmett, Inc. ✓ þ✓þþ✓Highwoods Properties, Inc. ✓ þ✓þþ✓Hudson Pacific Properties, Inc. ✓ þ✓þþ✓Kilroy Realty Corporation ✓ þ✓þ✓Veris Residential, Inc. ✓ ✓ þMack-Cali Realty Corporationþþþ✓Paramount Group, Inc. ✓ þ✓þþ✓ Vornado Realty Trust þ✓þ✓Washington Real Estate Investment Trust þ✓þ✓✓ þ48þJBG SMITH PROPERTIESElements of Executive Compensation Program
The following is a summary of the elements of, and amounts paid under our executive compensation programs for fiscal year
2019.2021.Target Pay Mix.We believe that the executive management
team'steam’s compensation should be appropriately at-risk and meaningfully dependent upon the achievement of robust and objective performance requirements. As illustrated below, approximately84%90% of the Chief ExecutiveOfficer'sOfficer’s total
direct 2019target 2021 compensation and76%76.3% of the other named executiveofficers'officers’ total direct20192021 compensationiswas variable and subject to Company and individual performance results.
Annual Base Salary.Our named executive
officers'officers’ base salaries represent a fixed level of compensation that is meant to reward them fairly for their value to the Company based on their respective roles and responsibilities. Our named executiveofficers'officers’ base salaries were negotiated as a part of their employment agreements, each of which provides that theofficer'sofficer’s annual base salary will be reviewed not less frequently than annually by the Compensation Committee. Pursuant to the employment agreements, the base salary cannot be decreased below the base salary set forth in the table below. When establishing and reviewing base salaries, our Compensation Committee considers eachexecutive'sexecutive’s role and responsibility, experience, knowledge, unique skills and future potential with our Company, as well as salary levels for similar positions in our target market and internal pay equity.For 2020,Since 2019, other than Ms. Banerjee, our named executiveofficers'officers’ salaries have remained unchanged.Ms. Banerjee's salary was increased to reflect her increasing role on our executive management team, including the assumption of additional duties and responsibilities following her promotion to Head of Capital Markets.Our named executiveofficers'officers’ annual base salaries for20192020, 2021 and20202022 are set forth in the table below.Name 2020
Base Salary2019
Base SalaryPercentage
Change2020
Base SalaryPercentage
Change2021
Base SalaryPercentage
Change2022
Base Salary W. Matthew Kelly
$ 750,000 $ 750,000 0 % $ 750,000 — $ 750,000 — $ 750,000 David P. Paul
$ 625,000 $ 625,000 0 % $ 625,000 — $ 625,000 — $ 625,000 Stephen W. Theriot
$ 550,000 $ 550,000 0 % Kevin "Kai" Reynolds
$ 500,000 $ 500,000 0 % M. Moina Banerjee
$ 425,000 $ 375,000 13 % $ 425,000 29%(1) $ 550,000 — $ 550,000 Kevin “Kai” Reynolds $ 500,000 — $ 500,000 — $ 500,000 Steven A. Museles $ 400,000 — $ 400,000 — $ 400,000 (1) Ms. Banerjee’s salary was increased to reflect her promotion to Chief Financial Officer in 2021.
Annual Cash Bonus.Each named executive officer has an opportunity to earn an annual cash bonus, which is designed to motivate achievement at both a company and individual level. Under the terms of their employment agreements, each of our named executive officers
except Ms. Banerjee,has a defined annual target bonus of 100% of his or her respective base salary.Ms. Banerjee's annual target cashFor substantially all employees, a percentage of his or her bonusfor 2019 wasdepends upon thegreaterCompany achieving specified goals set at the beginning of the year. For our named executive officers this percentage equals 100%, such that there is no individual performance component. As employees in the rest ofher base salary or $425,000.the Company decrease in seniority, a lesser percentage of their bonuses is attributable to achieving the Company goals versus their individual performance.Given the nature of our business and our long-term strategy, the Compensation Committee does not believe in a strict formulaic framework for measuring performance against short-term goals to determine compensation for a particular year. Execution of our strategy spans multiple submarkets with different economic drivers over many years. Development projects, which are particularly
2022 PROXY STATEMENT 49 important to our strategy, take time to identify, acquire, permit, construct and stabilize. Our focus on long-term performance involves management of liquidity, leverage ratios, interest-rate risk, capital allocation and debt maturities so we can take advantage of opportunities when they arise while maintaining our operating parameters within
appropriate ranges. Consequently, we believe performance must be reviewed not only for the most recent year or on a year-over-year basis, but also with a view toward managing compensation to appropriately incentivize, compensate and retain our executives.
WhileFurthermore, the Compensation Committeeretains full discretionrecognizes that there should be flexibility within the bonus program to account for unusual and extraordinary events such as the COVID-19 pandemic, for which the Compensation Committee adjusted the 2020 bonus payout amount. The Compensation Committee believes it is prudent tobonus amounts for our executives, it does believeundertake a holistic examination of performance under the most extreme and unusual events when determining performance against short-term goals.The Compensation Committee believes that, generally, a specific number of goals should be met to earn threshold, target and maximum bonus amounts (as a percentage of salary). For
2019, in addition to a target bonus payout,2021, our Compensation Committee implemented threshold, target, and maximum short-term incentive compensation amounts based on achieving a specified number of performance metrics, with the ability to interpolate the precise bonus amounts to the extent the number of goals met falls in between any of the following levels.To achieveThe number of goals necessary to earn the
threshold level of 75% of targetrespective bonus payoutthe Company must achieve fouramounts in 2021 (as a percentage ofthe eight performance metricssalary) as determinedby the Compensation Committee; to achieve the target level of 100% payout, the Company must achieve six of these metrics; and the Company must achieve all eight metrics to pay out the maximum of 125% of target. The performance metrics and the Company's achievement thereofin February 2021 are set forthbelow.below:# of Goals
AchievedPayout
PercentageThreshold 6 50 % Target 8 100 % Maximum 10 150 % Additionally, our executives have the option to elect to receive all or a portion of their cash bonuses in the form of LTIP Units. As indicated in the charts below, Messrs. Kelly
PaulandTheriotPaul each participated in this option, with each electing to receive 100% of their20192021 cash bonuses in the form of fully vested LTIP Units. Although fully vested at grant, pursuant to the amended and restated partnership agreement (the"partnership agreement"“partnership agreement”), LTIP Units are not redeemable for common shares until two years after the date of grant.
After Cash Bonus Equity Election
Our Compensation Committee strives to make compensation decisions that reward management for executing our strategy
forwith the goal of creating long-term value. We do not rely on a strict formulaic framework for measuring performance against short-term50 JBG SMITH PROPERTIES goals to determine compensation awards for a particular year, but instead aim for a balanced quantitative and qualitative approach, as outlined below, that our
Compensation Committee believes is appropriate to support our continued success. We focus on key drivers of value creation such as capital allocation, development activity, leasing, Core Funds From Operations (FFO),
Property-levelNet Operating Income (NOI)and, as a result of Amazon's selection of our assets in National Landing for its second headquarters,, execution of our strategy for all of our assets located in NationalLanding.Landing, and improvements in our ESG efforts.The Compensation Committee believes that combining a quantitative and a qualitative assessment against
pre- establishedpre-established goals allows it to:•- evaluate
management'smanagement’s performance annually while taking into account our focus on value creation over thelong-term;•- long term;
strike the appropriate balance between short-term objectives and long-term strategies; and•properly emphasize objective results while also considering subjective factors when assessingmanagement'smanagement’s performance.The maximum (125% of target) bonus for each of our executive officers was approved as his or her actual bonus by the Compensation Committee based on 2019 performance. In determining 2019 bonus amounts, the Compensation Committee focused primarily on the performance metrics established by the Committee at the beginning of 2019 and described below, as well as the Company's achievement of the accomplishments set forth under "Executive Summary — 2019 Business Performance Highlights" above. The number of goals necessary to earn the respective bonus payout amounts in 2019 (as a percentage of salary) are set forth below:# of Goals
AchievedPayout
Percentage Threshold
4 75 % Target
6 100 % Maximum
8 125 % Fiscal Year 2021 Executive Bonus Goals
The table below summarizes the
Company's 2019Company’s 2021 performance against each of theeight11 performance goals established by the Compensation Committee in February, as well as the significance of each performance goal for purposes of determining executivecompensation:compensation. Due to the continuing and unknowable impacts of the pandemic, several of the goals were expressed as ranges when set.CORPORATE GOAL #1: Capital Allocation/Dispositions: Market for Sale Non-Core Assets and Identify Pen Place Exchange Candidate
Corporate Goal #1: Capital Allocation/DispositionsTarget 20192021 ResultGoal Achievement Market for Sale $400M-$500M of Non-Core Assets $ 400M$426.4M1.1B ExceededEXCEEDEDIdentify Pen Place Exchange CandidateAcquired The BatleyMETWhy is this goal important?Recycling capital from asset sales and recapitalizations not only allows us to efficiently access capital to deleverage and create balance sheet capacity for future investment opportunities, but also allows us to sell non-core office assets with lower expected potential returns and allocate proceeds to multifamily and other investments with higher expected returns. Exchanging assets in like/kind exchanges also allows us to retain gains from asset sales to be redeployed into acquisitions or other investments.
Performance:
TheDespite the negative impact of the pandemic on real estate capital markets, the Company exceeded its goal for marketing non-core assets by $600 million and met its goal of identifying an exchange candidate for Pen Place by identifying and acquiring The Batley. Not only did the Company exceed its goal of marketing for sale $400-$500 million in non-core assets, it also closed $93 million of assetsales and recapitalizations by approximately $26 million through the sale or recapitalization of four assets, including the Metropolitan Park land sites sold to Amazon for approximately $155 million.sales.CORPORATE GOAL #2: Complete One Under-Construction Asset
Corporate Goal #2: Investment & DevelopmentTarget 20192021 ResultGoal Achievement Complete 1 asset Invest $97.1M to complete 3 assets$134.4M invested; 5 assets1 asset completedExceededMETWhy is this goal important?
InvestingDelivering completed assets in our development portfolioand delivering assetsdrives substantial value creation in our portfolio and measures our ability to execute on our development pipeline both on time and within budget.TablePerformance:Despite significant challenges caused by the pandemic, the Company met this goal by completing the development ofContentsone of its under-construction assets (8001 Woodmont) totaling approximately 360,000 square feet (approximately 180,000 square feet at share).CORPORATE GOAL #3:
Performance:Entitle 650,000 SF of Estimated Potential Development DensityDuring 2019, the Company completed development of five of its under construction assets on or ahead of schedule and on budget. Also, as of December 31, 2019, the Company's remaining under construction assets were on schedule and on budget.Corporate Goal #3: National LandingTarget 20192021 ResultGoal Achievement Execute Amazon transaction documentsPurchase & Sale Agreements and leases executedExceededComplete entitlementsReceive approvals for1900 Crystal Drive (multifamily)Expected in first quarter of 2020Intentionally DelayedSubmit entitlement documents for additional 2.5Mentitling 650,000 square feet of estimated potential development densitySubmitted for 4.0M741,000 square feet entitledExceededEXCEEDEDWhy is this goal important?
National Landing comprises over halfSuccessfully executing ourportfolio, and Amazon's selection of National Landing for its second headquarters created a significant opportunity for us; successfully executingdevelopment plans requires that we receive entitlements on land in our development pipeline to build income-generating assets on thatopportunityland. This is a critical component of our business strategy.Performance:
When the transaction with Amazon was originally announced in November 2018, theThe Companyentered into an exclusivity agreement providing Amazon with exclusive rights to negotiate leases aggregating approximately 537,000 square feet of office space in three of our buildingsexceeded its goal by successfully entitling 2000 andto acquire certain land parcels we own in National Landing. In early 2019, we executed the three expected leases, totaling approximately 537,000 square feet, and the two purchase and sale agreements with Amazon. Later in 2019, we executed two additional leases with Amazon2001 South Bell Street for an aggregate319,512 additional741,000 squarefeet. Thus, we exceeded the Amazon component of ourfeet, exceeding its goal byexecuting leases with Amazon aggregating 319,512 more91,000 square feetthan expected at the time this component of the goal was set.The second component of this goal was the completion of entitlements for our proposed multifamily asset located at 1900 Crystal Drive in National Landing. We intentionally delayed submitting these entitlements to Arlington County to allow us to assess interest from a potential large commercial tenant that would have required changing the use of this asset from multifamily to office. When such a tenant did not materialize, we determined to move forward with entitling the building for multifamily after a delay of several months. We believe the entitlements for 1900 Crystal Drive will be completed in the first quarter of 2020.We exceeded the third component of this goal by submitting entitlement documents for 4.0 million square feet of estimated potential development density, 1.4 million square feet more than the goal.Given that two of the three components of this goal were exceeded and that management intentionally delayed the timing of the other component for strategic business reasons, the Compensation Committee determined that this goal was met.Corporate Goal #4: Aggregate Commercial Lease Value2022 PROXY STATEMENT 51 CORPORATE GOAL #4: Submit Entitlement Applications for 1.0 M SF of Estimated Potential Development Density
Target 20192021 ResultGoal Achievement Submit applications to entitle 1.0 million square feet of estimated potential development density $284M$446.5M1.2 million square feet submitted ExceededEXCEEDEDWhy is this goal important?Successfully executing our development plans requires that we submit and entitle land in our development pipeline to build income-generating assets on that land. Creating the application for submission and submitting it in a timely manner is a critical component of our business strategy.
Performance:The Company exceeded its goal by submitting entitlement applications for an aggregate 1.2 million square feet, for 223 23rd Street and 2250 Crystal Drive, exceeding its goal by 200,000 square feet.
CORPORATE GOAL #5:1900 Crystal Drive
Target 2021 Result Goal Achievement Commence Construction on 1900 Crystal Drive Commenced March 2021 MET Why is this goal important?1900 Crystal Drive will be our first newly delivered multifamily asset in National Landing since Amazon announced a headquarters would be located there. Delivering this asset in time to provide high quality residences for employees of Amazon and other tenants in National Landing is key to our National Landing strategy.
Performance:The Company met this goal by commencing construction in March 2021, The Company intentionally delayed construction of 1900 Crystal Drive in 2020, to take advantage of an expected decline in construction costs resulting from the reduced volume of construction activity caused by the pandemic. After negotiating an expected cost savings of approximately 7.5% from originally anticipated costs, the Company commenced construction in March 2021.
CORPORATE GOAL #6: Office Leases
Target 2021 Result Goal Achievement Execute office leases totaling 750,000-865,000 SF 1.7 M SF EXCEEDED Why is this goal important?We generate revenue and cash by leasing operating and
developmentunder construction commercial assets. Our ability to effectively lease these assets is an important measure of progress toward stabilizing our operating commercial portfolio anddevelopmentunder-construction commercial assets. When making office leasing decisions, we consider, among other things, the creditworthiness of the tenant, the term of the lease, the rental rate to be paid at inceptionand throughout the lease term, the costs of tenant improvements and other landlord concessions, current and anticipated operating expenses, real estate taxes, vacancy and expected future demand for the space, the impact of any expansion rights and general economic factors.
Performance:
We define Aggregate Commercial Lease ValueThe pandemic continued to adversely impact the demand for office leasing in 2021. Many prospective tenants were wary of committing to new or additional space given the uncertain length and further impact of COVID-19 on their businesses as well as uncertainty regarding how office space might be used differently following thetotal full-service base rent (including escalations but excluding tenant expense reimbursements) less rent abatement, tenant improvement allowance, and lease liability assumption. The Company leasedpandemic. Nonetheless, due to extraordinary efforts of the Company’s leasing team, we exceeded this goal by approximately2.1 million square feet and achieved an Aggregate Commercial Lease91%.CORPORATE GOAL #7: Present Value of
$446.5M, which exceeded its goal for commercial leasing activity by approximately 57%.Executed Office Leases to BudgetCorporate Goal #5: Average Annual Residential Occupancy Levels Target 2019 Result Goal Achievement 93.6% 94.1% Exceeded Why is this goal important?Our ability to achieve stabilized occupancy levels in our multifamily portfolio is a key measure of market demand and the ability of our dedicated in-house leasing teams to both effectively attract new tenants and retain existing tenants.Performance:The Company achieved average residential occupancy levels of approximately 94.1%, which exceeded its goal by 0.5%.Corporate Goal #6: Core Funds from Operations (Core FFO)(1)Target 20192021 ResultGoal Achievement Meet or exceed present value of budget $201.8M$237.1MExceeded by 16.5% ExceededEXCEEDEDWhy is this goal important?Like all important business decisions, due to the long tenure of office leases, we assess leasing transactions by measurement of their impact on the Company’s long-term Net Asset Value per share. Accordingly, the rental rate to be paid at inception and throughout the lease term relative to management’s assessment of market rates (as reflected in the Company’s annual budget) impacts the Company’s long-term Net Asset Value per share.
Performance:While the pandemic continued to adversely impact the demand for office leasing, the present value of office leases executed in 2021 exceeded budget, and the Company exceeded this goal by 16.5%.
52 JBG SMITH PROPERTIES CORPORATE GOAL #8: Core Funds from Operations (Core FFO)(1)
Target 2021 Result Goal Achievement $153.0-$178.0M $197.6M EXCEEDED Why is this goal important?Core FFO is important in comparing our levered operating performance from
period-to-periodperiod to period and as compared to similar real estate companies.Performance:The pandemic negatively impacted the Company’s 2021 Core FFO. Nonetheless, the Company outperformed budgeted NOI and third-party asset management and real estate services revenue and incurred lower than budgeted interest expense during the year. The Company achieved Core FFO of approximately
$237.1$197.6 million,which exceededexceeding its goal by approximately17%11%.Note: Target adjusted for portfolio composition changes.CORPORATE GOAL #9: Net Operating Income (NOI)(2)Corporate Goal #7: Property-Level Net Operating Income (NOI)(2)Target 20192021 ResultGoal Achievement $301.0-$318.0M $ 308.4M$319.6M332.0M ExceededEXCEEDEDWhy is this goal important?
:NOI is a supplemental portfolio performance measure that reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items, and is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets.Performance:The impact of the pandemic is reflected in the Company’s 2021 operating results. For the year ended December 31, 2021, the Company reported NOI of $332.0 million, which exceeded its goal by approximately
$11.2 million for property-level net operating income.4%. The favorability was due to (i) lower bad debt reserves and lower utilities and cleaning expenses across our commercial portfolio, and (ii) higher base rent and lower concessions and deferrals across our multifamily portfolio.Note: Target adjusted for expected portfolio dispositions not occurring.CORPORATE GOAL #10: Commitment to Affordable Housing (ESG)Corporate Goal #8: Compensation-Related SavingsTarget 20192021 ResultGoal Achievement Finance 250-500 Affordable Workforce Housing Units $4.2M$4.2M459 Units Financed MetMETWhy is this goal important?
Our goal wasThe Company is committed tosuccessfully integratethe economic development of the Washington region through continued investment in ourpredecessor companies, preserve our dynamic, collaborative corporate cultureprojects andachieve significant operational synergies, including by reducing compensation-related expenses.local communities. However, new development can also foster challenging growth dynamics, with issues of social equity at the forefront. To contribute to the response to these challenges, the Company launched the Washington Housing Initiative (WHI), in partnership with the Federal City Council, to produce affordable workforce housing and create sustainable, mixed-income communities.Performance:In December, the Washington Housing Conservancy closed on the acquisition of Huntwood Courts, an existing 214-unit multifamily building located in the Deanwood neighborhood of Northeast Washington, DC. With this transaction, the WHI Impact Pool has financed 459 units in 2021, meeting this goal.
CORPORATE GOAL #11:
Performance:Sustainability (ESG)Target 2021 Result Goal Achievement Establish target year for carbon neutrality and begin implementation plan Carbon neutrality(3) EXCEEDED TheWhy is this goal important?By understanding the social and environmental impacts of our business, the Company is better able to protect asset value, reduce risk, and advance initiatives that result in positive economic, social and environmental outcomes. Additionally, respondents to our 2020 ESG Materiality Assessment identified a plan to achieve a carbon neutral portfolio as a top 5 most material factor.Performance:Not only did the Company establish a roadmap to achieve a carbon neutral portfolio and implement the plan to achieve same, it determined to achieve neutrality across its operating portfolio in 2021 and achieved
100% of the expected $4.2 million of compensation-related savings.that goal via verified carbon offsets and certified renewable energy credits.(1) Funds From Operations (FFO) is a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures. Core FFO represents FFO adjusted to exclude items (net of tax) which we believe are not representative of ongoing operating results, such as 2022 PROXY STATEMENT 53 Transaction and Other Costs, impairment write-downs of right-of-use assets associated with leases in which we are a lessee, gains (or losses) on extinguishment of debt, earnings (losses) and distributions in excess of our investment in accordance with the definition established by NAREIT in the NAREIT FFO White Paper — 2018 Restatement issued in 2018. NAREIT defines FFO as net income (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, after adjustments forunconsolidatedreal estate ventures. Core FFO represents FFO adjusted to exclude items (net of tax) which we believe are not representative of ongoing operating results, such as transaction and other costs, gains (or losses) on extinguishment of debt, gain on the bargain purchase of a business, gain on sale of non-operating real estate, distributions in excess of our net investment in consolidatedreal estate ventures, share-based compensation expense related to our formation transaction and special equity awards, lease liability adjustments, income from investment funds, business interruption insurance proceeds, amortization of the management contracts intangible and the mark-to-market of derivative instruments including our share of such adjustments for unconsolidated real estate ventures.(2) NOI is a non-GAAP financial measure management uses to assess a segment’s performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. (3) Based on Scope 1 and 2 energy consumption. Scope 1 emissions represent those produced by consuming onsite natural gas procured by the Company. Scope 2 emissions represent those produced by consuming onsite electricity procured by the Company. Commercial tenant submeters are uncommon in our operating region. Scope 1 and Scope 2 emissions reflect both master metered tenant usage, as well as the Company’s own usage. Scope 3 emissions represent those produced by consuming onsite electricity procured and controlled by others and are not in the Company’s carbon neutrality boundary. 54 JBG SMITH PROPERTIES The Compensation Committee determined that the Company met or exceeded all 11 corporate goals set in February 2021, which entitled executives to receive the maximum bonus of 150% of target. Consequently, the Compensation Committee awarded a bonus of 150% of target to the
formation transactionCompany’s named executive officers.2021 Bonus Amount and
special equity awards, amortization of the management contracts intangible and the mark-to-market of interest rate swaps.(2)NOI is a non-GAAP financial measure we use to measure the operating performance of our assets and consists of property-related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and amortization of acquired above-market leases and below-market ground lease intangibles.Name Maximum
Bonus
OpportunityBonus
AwardedPortion of
Bonus
Elected to be
Taken in
LTIP UnitsW. Matthew Kelly $ 1,125,000 $ 1,125,000 100 % David P. Paul $ 937,500 $ 937,500 100 % M. Moina Banerjee $ 825,000 $ 825,000 — Kevin “Kai” Reynolds $ 750,000 $ 750,000 — Steven A. Museles $ 600,000 $ 600,000 — Equity Incentive Compensation.We provide equity awards pursuant to the
JBG SMITH 2017OmnibusSharePlan,(the "2017 Plan"),which serve as the long-term incentive element of our target pay mix for our executive compensation. The2017Omnibus Plan provides for grants of options, share-based awards, partnership unit awards and performance-based equity awards to trustees, officers and employees of JBG SMITH and its subsidiaries. In addition, we grant equity awards pursuant to the partnership agreement of our operating partnership, to the extent the awards are based on interests in our operating partnership. The purpose of the equity awards is to attract, retain and motivate our trustees, officers and employees by providing them with a proprietary interest in our long-term success or compensation based on the attainment of performance goals.20192021 Annual Equity Grants
RELATIVE
PERFORMANCE
100% of the performance-based long-term incentive award is granted based on 3-year relative performance to the FTSE Nareit Equity Office Index.
TARGET TO
OUTPERFORM
The Company must outperform the FTSE Nareit Equity Office Index by achieving relative performance at the 55th percentile to earn the target award.INVESTOR
ALIGNMENT
The Company utilizes an absolute TSR modifier whereby the Named Executive Officers only vest in awards to the extent TSR is positive and shareholders gain on their investments.
On January
10, 20191, 2021 each named executive officer received an award of LTIP Units with time-based vesting requirements (the"Time-Based“Time-Based LTIPUnits"Units”) under the2017Omnibus Plan and the partnership agreement. The Time-Based LTIP Units vest in four equal annual installments beginning on January10, 2020,1, 2022, subject to continued employment. On January10, 2019,1, 2021, we also granted LTIP Units with performance-based vesting requirements("(“Performance-Based LTIPUnits"Units”) to each named executive officer under the2017Omnibus Plan and the partnership agreement. Performance-Based LTIP Unitsare subject to performance-based vesting and vest based on the relative performance of the TSR of our common shares compared to
the companies in the FTSE NAREIT Equity Office Index ("our PeerCompanies"),Companies, over the three-year performance period beginning on January10, 2019,1, 2021, inclusive of dividends andstockshare price appreciation. TSR means, for the Company and the Peer Companies, the total return (expressed as a percentage) that would have been realized by a shareholder who bought one share of common stock of such company at a certain baseline value on the applicable grant date, reinvested each dividend and other distribution declared during the performance period with respect to such share (without deduction for any taxes with respect to such dividends or other distributions), and sold such shares at a certain common share price on the applicable valuation date (without deduction for any taxes with respect to any gain on such sale or any charges in connection with such sale). Appropriate adjustments to TSR are made to take into account all stock dividends, stock splits, reverse stock splits and certain other events that occur during the performance period. For the Performance-Based LTIP Units granted on January10, 2019,1, 2021, once the Compensation Committee determines the number of Performance-Based LTIP Units that become earned following the end of the three-year performance period, 50% of any Performance-Based LTIP Units that are earned will vest on the date the number of Performance-Based LTIP Units thatbecomebecomes earned is determined and the remaining 50% onJanuary 9, 2023,December 31, 2024, subject to continued employment.2022 PROXY STATEMENT 55 
2021 Annual Equity Grant Vesting Schedule
The percentage of Performance-Based LTIP Units that may be earned based on the relative TSR of JBG SMITH compared to the Peer Companies over the three-year performance period is set forth in the table below. The Performance-Based LTIP Unit award will be forfeited in its entirety if the relative performance is below the
35th35th percentile of Peer Companies.Effective February 18, 2020, the terms of the Performance-Based LTIP Units granted in 2017, 2018 and 2019 were amended to provide that each of the Peer Companies will be weighted equally in determining JBG SMITH's relative performance; previously, the terms provided for weighting of the Peer Companies based on market capitalization in such determination.If JBGSMITH'sSMITH’s three-year TSR is negative for the performance period, then 50% of the Performance-Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if JBGSMITH'sSMITH’s TSR becomes positive within seven years followingthe end of the three-year performance period (with the other 50% being forfeited at the end of the three-year performance period).
Relative RelativeTSR
Hurdles
PercentilePayoutPercentageThreshold35thPayout
PercentageThreshold 25%
35thTarget55th25 % Target 50%
55thMaximum50 % Maximum 75th 100%100 % The table below provides information on the
20192021 annual equity grants made to each of our named executive officers.LTIP Units Name #(1) Value(2) W. Matthew Kelly
128,821 $ 3,197,899 David P. Paul
73,612 $ 1,827,371 Kevin "Kai" Reynolds
40,282 $ 999,972 Stephen W. Theriot
36,806 $ 913,685 M. Moina Banerjee
28,197 $ 699,965 (1)Performance LTIP Units Time-Based LTIP Units Name #(1) Value(2) #(3) Value(4) W. Matthew Kelly 198,150 $ 2,999,991 102,704 $ 2,999,984 David P. Paul 41,281 $ 624,994 21,396 $ 624,977 M. Moina Banerjee 30,548 $ 462,497 15,833 $ 462,482 Kevin “Kai” Reynolds 49,537 $ 749,990 25,676 $ 749,996 Steven A. Museles 31,208 $ 472,489 16,175 $ 472,472 (1) Represents the number of Performance-Based LTIP Units that may be earned if maximum performance under the Performance-Based LTIP Unit award is achieved. (2) Represents the grant date fair value of the Performance-Based LTIP Units granted on January 1, 2021, calculated in accordance with FASB ASC Topic 718. This amount does not include the One-Time Retention and Strategic Performance Award approved on July 29, 2021. (3) Represents the number of Time-Based LTIP Units that may be earned if employee remains employed through all applicable vesting dates. (4) Represents the grant date fair value of the Time-Based LTIP Units granted on January 1, 2021, calculated in accordance with FASB ASC Topic 718. 56 JBG SMITH PROPERTIES Results of 2018 Performance-Based LTIP Units
plusOn February 2, 2018, each named executive officer received an award of LTIP Units with performance-based vesting requirements (”2018 Performance-Based LTIP Units”) that were eligible to vest based on the
numberrelative TSR of JBG SMITH compared to our Peer Companies, as well as absolute TSR, over the three-year performance period beginning on the February 2, 2018 grant date. The terms of the 2018 Performance-Based LTIP Units provide that, if our TSR is negative for the three-year performance period, 50% of the units that otherwise would have been earned based on relative TSR are automatically forfeited at the end of the performance period, and only 50% of the 2018 Performance-Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if our TSR becomes positive within seven years following the end of the three-year performance period.The relative TSR goals for the 2018 Performance-Based LTIP Units were set at the outset of the three-year period, and the Company attained the Maximum level of performance, resulting in a 100% payout on these awards:
Threshold
(25% Payout)Target
(50% Payout)Maximum
(100% Payout)Actual
PerformancePercentage
PayoutRelative TSR: 35th percentile 55th percentile 75th percentile 83rd percentile 100% Results of the 2018 Award of Performance-Based LTIP Units Related to the Amazon Transaction
On November 12, 2018, each named executive officer received an award of LTIP Units with performance-based vesting requirements (“Amazon Performance-Based LTIP Units”) that were eligible to vest based on the relative TSR of JBG SMITH compared to our Peer Companies, as well as absolute TSR, over the three-year performance period beginning on the November 6, 2018 grant date. Vesting of the Amazon Performance-Based LTIP Units was also conditioned on Amazon entering into definitive lease or asset purchase documentation with the Company prior to the fourth anniversary of the grant date. The terms of the Amazon Performance-Based LTIP Units provide that, if our TSR is negative for the three-year performance period, 50% of the units that otherwise would have been earned based on relative TSR are automatically forfeited at the end of the performance period, and only 50% of the 2018 Performance- Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if our TSR becomes positive within seven years following the end of the three-year performance period.
The relative TSR goals for the Amazon Performance-Based LTIP Units were set at the outset of the three-year period, and the Company failed to attain the Threshold level of performance, resulting in a 0% payout on these awards:
Threshold
(25% Payout)Target
(50% Payout)Maximum
(100% Payout)Actual
PerformancePercentage
PayoutRelative TSR: 35th percentile 55th percentile 75th percentile 22nd percentile 0% 
Results of 2019 Performance-Based LTIP Units
On January 10, 2019, each named executive officer received an award of LTIP Units with performance-based vesting requirements (“2019 Performance-Based LTIP Units”) that were eligible to vest based on the relative TSR of JBG SMITH compared to our Peer Companies, as well as absolute TSR, over the three-year performance period beginning on the January 10, 2019 grant date. The terms of the 2019 Performance-Based LTIP Units provide that, if our TSR is negative for the three-year performance period, 50% of the units that otherwise would have been earned based on relative TSR are automatically forfeited at the end of the performance period, and only 50% of the 2019 Performance-Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if our TSR becomes positive within seven years following the end of the three-year performance period.
The relative TSR goals for the 2019 Performance-Based LTIP Units were set at the outset of the three-year period, and the Company failed to attain the Threshold level of performance, resulting in a 0% payout on these awards:
Threshold
(25% Payout)Target
(50% Payout)Maximum
(100% Payout)Actual
PerformancePercentage
PayoutRelative TSR: 35th percentile 55th percentile 75th percentile 12th percentile 0% 
2022 PROXY STATEMENT 57 2021 One-Time Retention and Strategic Performance Awards
The Compensation Committee took note and discussed throughout the first half of the year (i) the “great resignation” related to the pandemic we saw across the country in 2021, (ii) the fact that the initial equity received by members of our senior leadership in our 2017 formation transaction will become fully vested in July 2022, thus losing its retention power from that point forward, and (iii) the fact that our equity incentive program goes beyond our executives and deep within our employee base. Acknowledging the foregoing, to promote retention of the senior leadership team (beyond just the executives), as well as align their interests with shareholders and increase net asset value (“NAV”) per share based on the Company's long-term strategy, the Compensation Committee determined to grant a one-time, special retention and strategic performance equity award in July of 2021 (the “OneTime Retention and Strategic Performance Award”). This award contains both time- and performance-based elements covering a long-term (7-year) period. The time-based portion is intended to continue the retention component of the formation equity, and the performance-based portion is incorporated to encourage senior leadership to align with the Company's long-term goal of NAV per share growth.
The Company is embarking on a long-term strategy that includes enhancing connectivity and rolling out 5G in National Landing, continuing the lease-up of the operating portfolio and stabilization of newly constructed assets, and shifting away from office in favor of a more multifamily-focused portfolio (of which National Landing represents an important opportunity), all in the face of the pandemic and its aftereffects. This strategy requires a significant amount of time to complete but should result in a positive outcome for shareholders – and if so, the One-Time Retention and Strategic Performance Award will allow for management to participate in the shareholder value creation. Because these goals are long term in nature, the duration of the One-Time Retention and Strategic Performance Award is likewise intended to align with long-term performance.
The structure of this One-Time Retention and Strategic Performance Award is differentiated from our standard annual LTIP Unit awards in the following ways:
While relative TSR measurements are currently used in the annual performance-based LTIP Unit awards, this award uses an absolute measurement so as not to duplicate the annual award structure, but rather to complement it.Due to the Company's planned long-term shift to a majority multifamily portfolio, it would be difficult to align performance to a relative group of peers during the multi-year transitional period making an absolute measure most appropriate.This One-Time Retention and Strategic Performance Award aligns with the long-term Company goals/strategy and continues to promote long-term retention via its lengthy vesting period.The tiered structure provides for increases in value of the award when more rigorous performance is achieved, i.e., to fully fund this award, the Company must create approximately $3.7 billion of shareholder value (based on the closing price of our common shares on February 28, 2022).ONE–TIME RETENTION AND STRATEGIC PERFORMANCE AWARD: 50% Time-Based PROMOTES EXECUTIVE RETENTION
WITH LONG-TERM VESTINGTime-based awards vest 50% on the fifth anniversary of the grant date and 25% on each of the sixth and seventh anniversaries of the grant date and performance-based awards have a four-year performance period, beginning on the first anniversary of the grant date, with up to 50% of the awards vesting on the fifth anniversary and up to an additional 25% vesting on each of the sixth and seventh anniversaries of the grant date if earned
50% Performance Based RIGOROUS SHARE PRICE
PERFORMANCE HURDLES$35.00 ► 17.5% of award earned
$40.00 ► 22.5% of award earned
$45.00 ► 27.5% of award earned
$50.00 ► 32.5% of award earned
In each case for a consecutive 20-trading day period
If maximum performance is achieved, approximately $3.7 billionshareholder value will be created from grant date to the end of the seven-year program(1) (1) Based on the closing price of our common shares on February 28, 2022. Assumes dividends paid are held constant over the 7-year period. 58 JBG SMITH PROPERTIES The graphic below visually represents the grant, performance period, and vesting of the One-Time Retention and Strategic Performance Award.
On July 29, 2021, each named executive officer received the following One-Time Retention and Strategic Performance Award:
Performance LTIP Units Time-Based LTIP Units Name #(1) Value(2) #(3) Value(4) W. Matthew Kelly 180,000 $ 4,154,400 128,000 $ 4,061,440 David P. Paul 36,000 $ 830,880 26,000 $ 824,980 M. Moina Banerjee 60,000 $ 1,384,800 43,000 $ 1,364,390 Kevin “Kai” Reynolds 60,000 $ 1,384,800 43,000 $ 1,364,390 Steven A. Museles 60,000 $ 1,384,800 43,000 $ 1,364,390 (1) Represents the number of Performance-Based LTIP Units that may be earned if maximum performance under the Performance-Based LTIP Unit award is achieved. (2) Represents the grant date fair value of the Performance-Based LTIP Units granted on January 1, 2021, calculated in accordance with FASB ASC Topic 718. (3) Represents the number of Time-Based LTIP Units that may be earned if employee remains employed through all applicable vesting dates. (4) Represents the grant date fair value of the Time-Based LTIP Units granted on January 1, 2021, calculated in accordance with FASB ASC Topic 718. 2022 PROXY STATEMENT 59 Background and Rationale for the One-Time Retention and Strategic Performance Award
At the time of the Company's formation, equity in the Company was provided in exchange for equity in the former JBG Companies that contained a five-year vesting period, culminating in July 2022. (the “Initial Equity”). Most of the NEOs and several of the EVPs receiving the One-Time Retention and Strategic Performance Awards own significant amounts of the Initial Equity, all of which will be fully vested by July 2022.
The Compensation Committee believes the Initial Equity serves as a strong retention tool for key members of the Company's senior leadership and recognizes that once the Initial Equity becomes fully vested and fully transferable, the Initial Equity would lose its substantial retention value. Consequently, the Compensation Committee determined to grant the time-based portion of the One-Time Retention and Strategic Performance Award as a means to continue to serve as a retention tool for management and future leaders of the business.
The Compensation Committee also recognizes, however, the long-term strategy of the Company to grow NAV per share and believes tying half of the One-Time Retention and Strategic Performance Award to share price performance serves as additional incentive to management to achieve the Company's long-term goals. To that end, the vesting of the One-Time Retention and Strategic Performance Award begins on the 5th anniversary and continues through the 7th anniversary of the grant date. This timing aligns with the Company's transformational objectives over the next five years, including:
the potential to start over 4,500 new multifamily units over the next three years, including 3,100 units in National Landingselling or recapitalizing at least $1.5 billion of non-core assets to fund the Company's opportunistic portfolio shift to majority multifamilyentitling assets in our Future Development Pipeline representing 10 million square feet of potential development densityaccelerating the 5G rollout and other connectivity enhancements through our Digital Infrastructure Initiative in National Landingleasing up of assets in the operating portfolio and stabilization of recently and to-be-delivered assetsWhat Makes the One-Time Retention and Strategic Performance Award Unique Compared to Other Long-Term Incentive Plans
The Compensation Committee believes the One-Time Retention and Strategic Performance Award incorporates several unique design features that distinguish its long-term retention and incentive structure from our ongoing annual long-term incentive program and that of many other companies, including:
7-year Total Vesting Requirement– To promote enhanced retention in addition to significant shareholder value creation, the One-Time Retention and Strategic Performance Award vests over a significantly longer term than any of the Company's ongoing annual awards. The One-Time Retention and Strategic Performance Award does not begin to vest until the fifth anniversary and does not fully vest until the seventh anniversary of the program's commencement which supports the Company's goal to promote retention and continuity by essentially requiring participants to commit seven years to the Company.Unprecedented Performance Period – the performance period of five years (commencing one year following the grant date) is nearly unprecedented when compared to the market and Company norm of incorporating annual three-year rolling performance periods.Limited Number of Participants Compared to Annual Awards/Over 50% of Awards Granted to Non-NEOs – the proposed participants in the One-Time Retention and Strategic Performance Award comprise approximately 22% of the participants in our annual equity award program. These participants were selected because they are expected to most directly contribute to the achievement of our corporate performance objectives, and the Compensation Committee believes that because of the critical roles they are expected to continue playing, these individuals should receive long-term incentive awards above and beyond the annual award program. Furthermore, recognizing that a broader senior leadership team is critical to retain and motivate over a long-term horizon, more than 50% of the One-Time Retention and Strategic Performance Award was granted to non-NEOs.Hybrid Plan Incorporates Time-Based LTIPs to Promote Retention – the time-based LTIP portion of the One-Time Retention and Strategic Performance Award promotes retention and continuity of key employees and future leaders whom the Compensation Committee believes drive the Company's growth strategy. The time-based portion of the One-Time Retention and Strategic Performance Award also serves the same retention purpose as the Initial Equity that will be fully vested and fully transferable in July 2022.60 JBG SMITH PROPERTIES Robust Back-End Weighted Performance Goals– the Compensation Committee believes in establishing robust performance goals to motivate and reward long-term performance that leads to transformational change to increase shareholder value, and, consequently, structured this award such that nearly one-third of the Performance-BasedLTIP Unit award is achieved.(2)RepresentsLTIPs only vest if the Company's share price reaches $50 — an over 50% increase from the grant datefairprice. Specifically, a number of Performance-Based lTiPs equal to 17.5%, 22.5%, 27.5%, and 32.5% of the total Performance-Based LTIPs awarded earns on the first date during the performance period on which the closing sales price of the Company's common shares, as reported on the NYSE, equals or exceeds each of the following four share price targets for a consecutive 20 trading day period: $35.00, $40.00, $45.00, and $50.00. A maximum of 50% of the Performance-Based LTIPs can vest on the fifth anniversary of the grant date, and a maximum of an additional 25% of the Performance-Based LTIPs can vest on each of the sixth and seventh anniversaries of the grant date, in each case subject to such Performance-Based LTIPs being earned, as described above.The total 2021 compensation received by each of our named executive officers, including the annualized value of the
Time-BasedOne-Time Retention and Strategic Performance Award received by each, is as follows:Name and Principal Position(1) Base
SalaryBonus Annual
Share
AwardsAll Other
CompensationTotal
Compensation
Excluding One-
Time AwardOne-Time
Retention
and Strategic
Performance
Equity AwardTotal
Compensation
Including One-
Time Retention
and Strategic
Performance
Equity Award
As reported
in Summary
Compensation
TableAnnualized
One-Time
Retention
and Strategic
Performance
Equity Award(2)Total
Compensation
Including
Annualized
One-Time
Retention
and Strategic
Performance
Equity AwardW. Matthew Kelly
Chief Executive Officer$750,000 $1,125,000 $5,999,975 $8,700 $7,883,675 $8,215,840 $16,099,515 $1,173,691 $9,057,366 David P. Paul
President and Chief Operating Officer$625,000 $937,500 $1,249,971 $8,700 $2,821,171 $1,655,860 $ 4,477,031 $ 236,551 $3,057,722 M. Moina Banerjee
Chief Financial Officer$550,000 $825,000 $924,979 $8,700 $2,308,679 $2,749,190 $ 5,057,869 $ 392,741 $2,701,420 Kevin “Kai” Reynolds
Chief Development Officer$500,000 $750,000 $1,499,986 $8,700 $2,758,686 $2,749,190 $ 5,507,876 $ 392,741 $3,151,427 Steven A. Museles
Chief Legal Officer$400,000 $600,000 $944,961 $8,700 $1,953,661 $2,749,190 $ 4,702,851 $ 392,741 $2,346,402 (1) The foregoing table supplements and omits certain items required by SEC rules to be reported in the Summary Compensation Table presented in the “Compensation of Executive Officers” Section in this proxy statement and is not a substitute for the amounts reported in the Summary Compensation Table. (2) Annualized over seven years (full vesting period) 2022 PROXY STATEMENT 61 Revised Structure of 2022 Annual Performance-Based Awards
In February 2022, the Compensation Committee reviewed the components of the Company's annual equity award structure and in consultation with its compensation consultant, determined to modify the performance-based portion of that structure to more effectively incentivize its executives. The Compensation Committee determined to replace the Performance-based LTIPs with Appreciation-Only LTIPs (“AO LTIPS”) that have economics identical to stock options. The AO LTIPs were issued with a participation threshold of 110% of the grant date price, vest 50% on the third and fourth anniversaries of the grant date and have a term of 10 years. The AO LTIPs also include a relative TSR modifier whereby the number of AO LTIP Units
and Performance-Basedthat will ultimately be earned will be increased or reduced by 1% of the target number of AO LTIP Unitsgrantedsubject to the award for each percentage point the Company's TSR relative to the companies in the Nareit FTSE Equity Office Index with a market capitalization greater than $400 million, but excluding Alexandria Real Estate Equities (the “Index”), is above the 75th percentile or below the 25th percentile, respectively, over the period commencing onJanuary 10, 2019, calculated in accordance with FASB ASC Topic 718.
LTIP Element 2021 LTI Plan 2022 LTI Plan PAY MIX AND VEHICLE
50% Time-Based LTIP Units
50% Performance Based LTIP Units
► 50% Time-Based LTIP Units
50% Performance-Based Appreciation Only LTIPs
PERFORMANCE
METRICSRelative TSR vs. Nareit FTSE Office Equity Index
Modifier: Absolute TSR
► Share Price Growth
Modifier: Relative TSR vs. Nareit FTSE Office Equity Index constituents minus Alexandria Real Estate Equities, Inc. and companies with market capitalization less than $400 million
PERFORMANCE
HURDLESThreshold: 35th percentile
Target: 55th percentile
Maximum: 75th percentile
Modifier: If JBGS's Absolute TSR is negative, the number of units awarded is reduced to target► Requires 10% Share Price Growth
Modifier would reduce the number of units awarded by up to 25% if JBGS's relative TSR is below the 25th percentile and increase the number of units awarded by up to 25% if its relative TSR is above the 75th percentile
VESTING
Time-Based: Vest ratably over 4 years
Performance-Based: Vests 50% on 3rd and 4th anniversaries of grant
► Time-Based: Vest ratably over 4 years
Performance-Based: Vests 50% on 3rd and 4th anniversaries of grant
62 JBG SMITH PROPERTIES The rationale for the Compensation Committee's determination to make this change to the annual equity award structure was as follows:
The Company hasMAINTAINED THE SAMELONG-TERM INCENTIVECOMPENSATION STRUCTUREdescribed under “Elements of
Executive Compensation Program”
above since its formation for five
consecutive cycles:50% time-based and 50% performance-based
100% based on relative TSR, tied to the Nareit FTSE Office Equity Index, same hurdles (35th percentile/55th percentile/75th percentileThe Company is in a STATE OFTRANSITION, having embarked on a
multi-year strategy to decrease office
exposure and increase multifamily
assetsThis strategy makes it difficult to find direct peers both through asset class composition and geographic focus Further, the Company is now the only public REIT focused exclusively on the DC metropolitan area The new structure continues to be 50%
PERFORMANCE BASEDMaintains multi-year performance period Requires share price growth above 110% of grant date price to have value Retains relative performance metric via modifier SIMPLER TO UNDERSTANDAND VALUE than the
Performance-based LTIPsAbility to track share appreciation above performance threshold while awards are outstanding Rather than the binary outcome of the Performance-based LTIPs which undermines the motivational and retention objectives of the Company's previous compensation program, the AO LTIPs are expected to earn at some level Creating a relative performance peer set for the Company is difficult, given the lack of peers generally and particularly in our geographic market, which justifies making the performance award more absolute while still retaining a relative component via the modifier Expected to better motivate management to achieve corporate performance objectives, including ability to earn more if relative TSR exceeds the 75th percentile RELATIVELY LOW COST withpotential to create SIGNIFICANTVALUE and similar dilution toPerformance-based LTIPsBecause AO LTIPs have economics similar to stock options, award recipients will only realize value if the price of the Company's shares increases beyond the 10% premium to the grant date price For the same GAAP cost, the AO LTIP structure creates the opportunity to realize significant value if long-term NAV per share growth is achieved and reflected in the Company's share price AWARD STRUCTURE ISDIFFERENTIATED from otherCompany incentive compensationcomponentsAnnual incentive cash bonus focuses on incentivizing to drive annual results and achieve corporate goals Annual Time-based LTIPs align shareholders and management and motivate executives to create long-term shareholder value (50% of annual equity award) AO LTIPs (50% of annual equity award) focus on the Company's absolute share price performance, with a relative performance modifier, and, consequently, are 100% aligned with shareholders 2022 PROXY STATEMENT 63 Retirement Savings Opportunities.Our named executive officers are eligible to participate in a defined contribution retirement savings plan established pursuant to Section 401(k) of the Internal Revenue Code of 1986 (the
"Code"“Code”) that is available to all our employees. We do not offer defined benefit pension or supplemental executive retirement plans to any of our employees.Perquisites and Supplemental Benefits.In addition to allowing participation in our 401(k) plan described above, we offer our executives participation in health and other insurance policies that are available to all of our employees. In certain cases, we may provide reimbursement for relocation expenses. Consistent with our culture of fairness and transparency, we believe that that our executives generally should not be entitled to perquisites and supplemental benefits that are not available to all employees of the Company.
Clawback Policy.The Board has adopted our Incentive Compensation Recoupment Policy that generally provides that the Company may seek to recover certain performance-based compensation paid to an executive if the executive officer engaged in fraud or intentional misconduct which materially contributed to a restatement of the Company's financial results. See
"Corporate“Corporate Governance and Board Matters — Company Policies — Clawback Policy."We have entered into employment agreements with Messrs. Kelly, Paul,
Theriot,Reynolds, Museles and Ms. Banerjee. These agreements protect our executives by providing:•- certain severance benefits in the event of termination without
"cause"“cause” or resignation for"good reason"“good reason” (each as defined in the agreements); and•enhanced severance benefits in the event of termination without"cause"“cause” or resignation for"good reason"“good reason” following a change of control of our Company.In addition, these agreements protect the Company from certain business risks such as threats from competitors, loss of confidentiality, disparagement and solicitation of employees. Consistent with good governance practices, our employment agreements do not include Section 280G excise tax gross-ups. The Board approved amended and restated employment agreements with each of our named executive officers on February 17, 2021 to make several clarifying changes. Among other things, the amended and restated employment agreements clarify that the equity vesting component of the severance benefits provided therein shall not operate to result in less favorable treatment of the executive's equity awards than would be provided under an applicable award agreement. The amended and restated employment agreement with Ms. Banerjee also reflects her new role effective January 1, 2021 as Chief Financial Officer. The employment agreements, as most recently amended and restated, are described in more detail below under
"Compensation“Compensation of Executive Officers — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based AwardsTable"Table” section below.Tax and Accounting Considerations
Code Section 162(m).Generally, Section 162(m) of the Code
("(“Section 162(m)"”), as amended by H.R. 1, colloquially known as the Tax Cuts and Jobs Act,disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year to its chief executive officer, its chief financial officer and each of its three other most highly compensated executive officers. We, like many umbrella partnership REITs, have taken the position in the past that Section 162(m) does not apply to payments to our employees from an"operating“operating partnership,"” based on private letter rulings issued by the IRS to several umbrella partnership REITs. On December16, 2019,18, 2020, the IRSissued proposedreleased final regulations under Section 162(m).These proposedThe final regulationsinclude a provisionprovide thatcould causecompensation subject to Section 162(m) now includes compensation paid toapplya covered employee by an operating partnership after December 18, 2020, tous. Asthe extent the publicly held corporation is allocated aresultdistributive share of theproposed regulations,operating partnership's deduction for that compensation. To the extent that compensation paid by an operating partnership is paid pursuant to a written binding contract that is in effect on December 20, 2019, and that is not materially modified after that date, then it would not be subject to Section 162(m). At this time, the Companyis currently evaluating arrangementsdoes not anticipate that these final regulations underwhich covered employees are compensated to determineSection 162(m) will have a material impact on theimpact of these proposed regulations on our compensation arrangements and our resulting REIT taxable income (and required distributions to shareholders).Company.Code Section 409A.Section 409A of the Code
("(“Section409A"409A”), requires that"nonqualified“nonqualified deferredcompensation"compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.64 JBG SMITH PROPERTIES Accounting for Share-Based Compensation.We follow FASB Accounting Standards Codification Topic 718
("(“ASC Topic718"718”), for our share-based compensation awards. ASC Topic 718 requires companies to calculate the grant date"fair value"“fair value” of their share-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants ofsharestock options, restricted shares, restricted share units and other equity-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. Our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.2022 PROXY STATEMENT 65 COMPENSATION COMMITTEE REPORT
Compensation Committee ReportThe Compensation Committee reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the Securities and Exchange Commission.
Respectfully submitted,
The Compensation Committee
CAROL A. MELTON (Chair)
SCOTT A. ESTES
ALAN S. FORMAN
WILLIAM J. MULROWRespectfully submitted,
66The Compensation CommitteeCAROL MELTON (Chair)SCOTT ESTESALAN FORMANWILLIAM MULROWJBG SMITH PROPERTIESCOMPENSATION OF EXECUTIVE OFFICERS
Compensation of Executive OfficersThe following tables set forth certain compensation information for each of our named executive officers for the
years in which they were deemed to be named executive officers.past three years. Our named executive officers are: W. Matthew Kelly, our Chief Executive Officer, David P. Paul, our President and Chief Operating Officer,Stephen W. Theriot,M. Moina Banerjee, our Chief Financial Officer, Kevin"Kai"“Kai” Reynolds, our Chief Development Officer, andM. Moina Banerjee,Steven A. Museles, ourExecutive Vice President, Head of Capital Markets.Chief Legal Officer.The following table sets forth a summary of all compensation earned, awarded or paid to our named executive officers in the fiscal years ended December 31,
2019, 20182021, 2020, and2017 commencing with the completion of the formation transaction on July 18, 2017.2019.Name and Principal Position Year Salary Bonus(1) Share
Awards(2)All Other
Compensation(3)Total W. Matthew Kelly
Chief Executive Officer2021 $750,000 $1,125,000 $14,215,815 $8,700 $16,099,515 2020 $750,000 $ 637,500 $ 5,999,965 $8,550 $ 7,396,015 2019 $750,000 $ 937,500 $ 3,197,899 $8,400 $ 4,893,799 David P. Paul
President and Chief Operating Officer2021 $625,000 $ 937,500 $ 2,905,831 $8,700 $ 4,477,031 2020 $625,000 $ 531,250 $ 1,249,984 $8,550 $ 2,414,784 2019 $625,000 $ 781,250 $ 1,827,371 $8,400 $ 3,242,021 M. Moina Banerjee
Chief Financial Officer2021 $550,000 $ 825,000 $ 3,674,169 $8,700 $ 5,057,869 2020 $425,000 $ 361,250 $ 899,975 $8,550 $ 1,694,775 2019 $375,000 $ 531,250 $ 699,965 $8,400 $ 1,614,615 Kevin “Kai” Reynolds
Chief Development Officer2021 $500,000 $ 750,000 $ 4,249,176 $8,700 $ 5,507,876 2020 $500,000 $ 425,000 $ 1,499,977 $8,550 $ 2,433,527 2019 $500,000 $ 625,000 $ 999,972 $8,400 $ 2,133,365 Steven A. Museles
Chief Legal Officer2021 $400,000 $ 600,000 $ 3,694,151 $8,700 $ 4,702,851 2020 $400,000 $ 340,000 $ 944,968 $8,550 $ 1,693,518 2019 $400,000 $ 500,000 $ 599,979 $8,400 $ 1,508,379 (1) Amounts reflect cash bonuses for services rendered in each of 2021, 2020, and 2019. For a discussion of how the 2021 bonuses were determined, see “Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Cash Bonus” above. Messrs. Kelly and Paul each elected to receive the entirety of their 2021, 2020 and 2019 bonuses in the form of LTIP Units. The following LTIP Units were awarded on February 18, 2022 for services rendered in 2021: Mr. Kelly — 50,698 LTIP Units; Mr. Paul — 42,248 LTIP Units. These LTIP Units were fully vested as of the date of grant. The number of LTIP Units issued was determined by dividing the cash amount of the bonus the named executive officer elected to forego by the grant date fair value of an LTIP Unit on February 18, 2022. The following LTIP Units were awarded on January 14, 2021 for services rendered in 2020: Mr. Kelly — 21,580 LTIP Units; Mr. Paul — 17,984 LTIP Units. These LTIP Units were fully vested as of the date of grant. The number of LTIP Units issued was determined by dividing the cash amount of the bonus the named executive officer elected to forego by the grant date fair value of an LTIP Unit on January 14, 2021. The following LTIP Units were awarded on February 18, 2020 for services rendered in 2019: Mr. Kelly — 23,361 LTIP Units; Mr. Paul — 19,467 LTIP Units. These LTIP Units were fully vested as of the date of grant. The number of LTIP Units issued was determined by dividing the cash amount of the bonus the named executive officer elected to forego by the grant date fair value of an LTIP Unit on February 18, 2020. (2) The amounts disclosed in this column do not represent actual amounts paid in cash to or value realized by the named executive officer. Amounts for 2021 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2021, (2) Performance-Based LTIP Units granted in January 2021, (3) Time-Based LTIP Units granted in July 2021 and (4) Performance-Based LTIP Units granted in July 2021, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021. Amounts for 2020 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2020 and (2) Performance-Based LTIP Units granted in January 2020, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 14 to our consolidated financial statements for the year ended December 31, 2020, included in our Annual Report on Form 10-K for the year ended December 31, 2020. Amounts for 2019 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2019 and (2) Performance-Based LTIP Units granted in January 2019, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019. For further detail and discussion of each of these awards, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table — Formation Units” below. (3) Amounts for 2021, 2020, and 2019 consist of the value of our 401(k) plan match. 2022 PROXY STATEMENT 67 Name and Principal
PositionYear Salary(1) Bonus(2) Share Awards(3) Option Awards(4) All Other
Compensation(5)Total(6) W. Matthew Kelly 2019 $ 750,000 $ 937,500 $ 3,197,899 $ — $ 8,400 $ 4,893,799 Chief Executive Officer
2018 $ 750,000 $ 750,000 $ 9,816,682 $ — $ 8,250 $ 11,324,932
2017 $ 343,151 $ 750,000 $ 3,157,759 $ 1,763,226 $ 3,375 $ 6,017,511 David P. Paul 2019 $ 625,000 $ 781,250 $ 1,827,371 $ — $ 8,400 $ 3,242,021 Chief Operating Officer
2018 $ 625,000 $ 625,000 $ 3,555,991 $ — $ 8,250 $ 4,814,241 2017 $ 285,959 $ 625,000 $ 1,804,421 $ 1,489,212 $ 3,375 $ 4,207,967 Stephen W. Theriot 2019 $ 550,000 $ 687,500 $ 913,685 $ — $ 51,393 $ 2,202,578 Chief Financial Officer
2018 $ 550,000 $ 550,000 $ 1,873,993 $ — $ 91,485 $ 3,065,478 2017 $ 251,644 $ 550,000 $ 902,202 $ 953,093 $ 59,849 $ 2,716,788 Kevin "Kai" Reynolds 2019 $ 500,000 $ 625,000 $ 999,972 $ — $ 8,400 $ 2,133,365 Chief Development Officer
2018 $ 400,000 $ 400,000 $ 2,707,344 $ — $ 8,250 $ 3,515,594 M. Moina Banerjee 2019 $ 375,000 $ 531,250 $ 699,965 $ — $ 8,400 $ 1,614,615 EVP, Head of Capital Markets
2018 $ 375,000 $ 460,000 $ 1,690,601 $ — $ 8,250 $ 2,533,851 (1)Amounts for 2017 represent salary earned in 2017, commencing with the completion of the formation transaction on July 18, 2017.(2)Amounts reflect cash bonuses for services rendered in each of 2019, 2018 and 2017. For a discussion of how the 2019 bonuses were determined, see "Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Cash Bonus" above. Messrs. Kelly and Paul each elected to receive the entirety of their 2019 and 2018 bonuses in the form of LTIP Units, and Mr. Theriot elected to receive the entirety of his 2019 bonus in the form of LTIP Units and 50% of his 2018 bonus in cash and 50% in the form of LTIP Units. The following LTIP Units were awarded on February 18, 2020: Mr. Kelly — 23,361 LTIP Units; Mr. Paul — 19,467 LTIP Units; and Mr. Theriot — 17,131 LTIP Units. These LTIP Units were fully vested as of the date of grant. The number of LTIPs issued was determined by dividing the cash amount of the bonus the named executive officer elected to forego by the grant date fair value of an LTIP Unit on February 18, 2020. The following LTIP Units were awarded on January 10, 2019: Mr. Kelly — 21,923 LTIP Units; Mr. Paul — 18,269 LTIP Units; and Mr. Theriot — 8,038 LTIP Units. These LTIP Units were fully vested as of the date of grant. The number of LTIPs issued was determined by dividing the cash amount of the bonus the named executive officer elected to forego by the grant date fair value of an LTIP Unit on January 10, 2019.(3)The amounts disclosed in this column do not represent actual amounts paid in cash to or value realized by the named executive officer. Amounts for 2019 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2019 and (2) Performance-Based LTIP Units granted in January 2019, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K
for the year ended December 31, 2019. Amounts for 2018 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in February 2018, (2) Performance-Based LTIP Units granted in February 2018, (3) Time-Based LTIP Units granted in November 2018, the vesting of which was conditioned at the time of grant on certain definitive documentation with Amazon, and (4) Performance-Based LTIP Units granted in November 2018, the vesting of which was conditioned at the time of grant on certain definitive documentation with Amazon, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2018. Amounts for 2017 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in August 2017 and (2) Performance-Based LTIP Units granted in August 2017, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 12 to our consolidated financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K for the year ended December 31, 2017. For further detail and discussion of each of these awards, see "— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table — Formation Units" below.(4)The amounts disclosed in this column do not represent actual amounts paid in cash to or value realized by the named executive officer. Amounts for 2017 reflect the aggregate grant date fair value of Formation Units granted in July 2017, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 12 to our consolidated financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K for the year ended December 31, 2017. For further detail and discussion of each of these awards, see "—Grants of Plan-Based Awards in2018" and "Compensation Discussion and Analysis — Elements of Executive Compensation Program — Equity Incentive Compensation" above.(5)Amounts for 2019, 2018 and 2017 consist of the value of our 401(k) plan match and, with respect to Mr. Theriot only, reimbursement of commuting and housing expenses and related tax gross up payments on those amounts. The amounts paid to Mr. Theriot for reimbursement of commuting and housing expenses and related tax gross up payments totaled $42,993, $83,235 and $59,849 for the years 2019, 2018 and 2017, respectively.(6)Amounts for 2017 do not include OP Units (as defined below) that the named executive officers received as consideration for their equity interest in the assets contributed by JBG in the formation transaction.
Grants of Plan-Based Awards in 2019
2021The following table sets forth information concerning the grants of plan-based awards made to each of our named executive officers for the fiscal year ended December 31,
2019.2021.Name Grant
DateAward Type Estimated Future Payouts Under
Equity Incentive Plan AwardsAll Other
Stock
Awards:
Number of
Units (#)Grant Date
Fair Value
of Awards
($)(3)Threshold
Units
(#)Target
Units
(#)Maximum
Units
(#)W. Matthew Kelly 1/1/2021 Time-based LTIP Unit — — — 102,704(4) 2,999,984 1/1/2021 Performance-Based LTIP Unit(1) 49,538 99,075 198,150 — 2,999,991 1/14/2021 LTIP Unit — — — 21,580(5) 637,473 7/29/2021 Time-based LTIP Unit — — — 128,000(6) 4,061,440 7/29/2021 Performance-Based LTIP Unit(2) — 180,000 — — 4,154,400 David P. Paul 1/1/2021 Time-based LTIP Unit — — — 21,396(4) 624,977 1/1/2021 Performance-Based LTIP Unit(1) 10,320 20,641 41,281 — 624,994 1/14/2021 LTIP Unit — — — 17,984(5) 531,247 7/29/2021 Time-based LTIP Unit — — — 26,000(6) 824,980 7/29/2021 Performance-Based LTIP Unit(2) — 36,000 — — 830,880 M. Moina Banerjee 1/1/2021 Time-based LTIP Unit — — — 15,833(4) 462,482 1/1/2021 Performance-Based LTIP Unit(1) 7,637 15,274 30,548 — 462,497 7/29/2021 Time-based LTIP Unit — — — 43,000(6) 1,364,390 7/29/2021 Performance-Based LTIP Unit(2) — 60,000 — — 1,384,800 Kevin “Kai” Reynolds 1/1/2021 Time-based LTIP Unit — — — 25,676(4) 749,996 1/1/2021 Performance-Based LTIP Unit(1) 12,384 24,769 49,537 — 749,990 7/29/2021 Time-based LTIP Unit — — — 43,000(6) 1,364,390 7/29/2021 Performance-Based LTIP Unit(2) — 60,000 — — 1,384,800 Steven A. Museles 1/1/2021 Time-based LTIP Unit — — — 16,175(4) 472,472 1/1/2021 Performance-Based LTIP Unit(1) 7,802 15,604 31,208 — 472,489 7/29/2021 Time-based LTIP Unit — — — 43,000(6) 1,364,390 7/29/2021 Performance-Based LTIP Unit(2) — 60,000 — — 1,384,800 (1) Represents threshold (25%), target (50%) and maximum (100%) number of Performance-Based LTIP Units that may be earned under the Performance-Based LTIP Unit awards granted in January 2021. The number of Performance-Based LTIP Units earned will not be known until at least January 2024, as it is based upon the achievement of relative TSR goals measured over the performance period from January 1, 2021 through December 31, 2023. Any Performance-Based LTIP Units earned will vest 50% on the date the number of Performance-Based LTIP Units that become earned is determined and 50% on January 1, 2025, subject to continued employment. (2) These Performance-Based LTIP Unit awards will be incrementally earned based on the Company’s achievement of four share price targets within a seven-year performance period. 17.5%, 22.5%, 27.5%, and 32.5% of the award reported under “Target” is earned on each date prior to the seventh anniversary of the grant date on which the Company achieves average closing share price targets of $35.00, $40.00, $45.00, and $50.00, respectively, for a consecutive 20-trading day period. Any Performance-Based LTIP Units earned will vest 50% on the fifth anniversary of grant and up to an additional 25% on each of the sixth and seventh anniversaries of grant, subject to continued employment. (3) The amounts presented in this column represent the grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted to the named executive officers in 2021 based on the maximum number of units that may be earned. For additional information on our value assumptions, refer to Note 13 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. (4) Represents the number of Time-Based LTIP Units awarded in January 2021, which vest in four equal annual installments beginning on January 1, 2022, subject to continued employment through the applicable vesting date. (5) Represents the number of LTIP Units awarded in lieu of cash bonus in February 2021, which were fully vested as of the date of grant. (6) Represents the number of Time-Based LTIP Units awarded in July 2021, which vest 50% on the fifth anniversary of grant and 25% on each of the sixth and seventh anniversaries of grant, subject to continued employment through each vesting date. 68 JBG SMITH PROPERTIES Estimated Future Payouts
Under Equity Incentive Plan
Awards(1)All Other
Stock
Awards:
Number of
Units (#)Name Grant
DateAward Type Threshold
Units
(#)Target
Units
(#)Maximum
Units
(#)Grant Date
Fair Value of
Awards ($)(2)W. Matthew Kelly
1/10/2019 Time-based LTIP Unit — — — 46,739 (3) 1,598,942
1/10/2019 Performance-Based LTIP Unit 20,521 41,041 82,082 — 1,598,957
1/10/2019 LTIP Units — — — 21,923 (4) 749,986 David P. Paul
1/10/2019 Time-based LTIP Unit — — — 26,708 (3) 913,681 1/10/2019 Performance-Based LTIP Unit 11,726 23,452 46,904 — 913,690 1/10/2019 LTIP Units — — — 18,269 (4) 624,982 Stephen W. Theriot
1/10/2019 Time-based LTIP Unit — — — 13,354 (3) 456,840
1/10/2019 Performance-Based LTIP Unit 5,863 11,726 23,452 — 456,845
1/10/2019 LTIP Units — — — 8,038 (4) 274,980 Kevin "Kai" Reynolds
1/10/2019 Time-based LTIP Unit — — — 14,615 (3) 499,979 1/10/2019 Performance-Based LTIP Unit 6,417 12,834 25,667 — 499,993 M. Moina Banerjee
1/10/2019 Time-based LTIP Unit — — — 10,230 (3) 349,968
1/10/2019 Performance-Based LTIP Unit 4,492 8,984 17,967 — 349,997 (1)Represents threshold (25%), target (50%) and maximum (100%) number(2)The amounts presented in this column represent the grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted to the named executive officers in 2019 based on the maximum number of units that may be earned. For additional information on our value assumptions, refer to Note 13 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.(3)Represents the number of Time-Based LTIP Units awarded in January 2019, which vest in four equal annual installments beginning on January 1, 2020, subject to continued employment through the applicable vesting date.(4)Represents the number of LTIP Units awarded in lieu of cash bonus in January 2019, which were fully vested as of the date of grant.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
ExecutiveNEO Employment AgreementsWe haveOn February 18, 2021, we entered into amended and restated employment agreements with Messrs. Kelly, Paul,Theriot,Museles, Reynolds, and Ms. Banerjee. The amended and restated employment agreements made several clarifying changes but did not alter the material terms oftheir employmentthe agreements, which are described below.Term.TermThe
initialcurrent term of each employment agreement expires on July 18,2020,2022, subject to automatic one-year renewals, unless 180 days' prior written notice of non-renewal is provided by eitherparty or the executive officer is earlier terminated or resigns. Neither the Company nor any executive officer provided a notice of non-renewal, and as a result the term of each of the employment agreements for our executive officers now expires on July 18,
2021.2023.Base Salary, Target Bonus and
Benefits.BenefitsThe employment agreements provide for annual base salaries for each of the foregoing executive officers, as set forth in the
"Compensation“Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Base Salary."” Each such executive officer's employment agreement provides that his or her base salary is subject to review at least annually for possible increase, but not decrease. The employment agreements also establish annual cash bonus targets for each executive officer, expressed as a percentage of annual base salary, as set forth in"Compensation“Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Cash Bonus."” In addition, the employment agreements provide that each executive officer will be entitled to participate in benefit plans and programs as are made available to our senior level executives or to our employees generally.2017 Equity
Grants.Pursuant to their employment agreements, eachGrantsEach of Messrs. Kelly, Paul,
TheriotMuseles and Reynolds and Ms. Banerjee received an equity grant under the2017Omnibus Plan and the partnership agreement, in the form of Time-Based LTIP Units and Performance-Based LTIP Units, in connection with the formationtransaction.in 2017. The amount and terms of grants after this award are subject to the sole discretion of the Compensation Committee.Severance.SeveranceUnder each employment agreement, if the executive is terminated without
"cause"“cause” or resigns for"good reason"“good reason” (each as defined in his or her employment agreement), he or she will be entitled to certain severance benefits, including enhanced benefits upon a qualifying termination that occurs in connection with a change in control, as described in detail below under"—“— Potential Payments Upon Termination or Change in Control."”Net-Better
Cutback.CutbackIf any payments to any executive officer would constitute
"parachute payments"“parachute payments” within the meaning of Section 280G of the Code, and would cause the executive officer to become subject to the excise tax imposed under Section 4999 of the Code, then such payments will be reduced to the amount that would not cause the named executive officer to be subject to the excise tax if such a reduction would put the executive officer in a better after-tax position than if the executive officer were to pay the excise tax.Restrictive
Covenants.CovenantsEach executive officer is subject to a perpetual non-disclosure covenant, a non-competition covenant through
the later of July 18, 2020 andthe first anniversary of the date the executive officer's employment terminates for any reason, and a non-solicitation of employees and consultants covenant through thelater of July 18, 2020 and thesecond anniversary of the date the executive officer's employment terminates for any reason.2022 PROXY STATEMENT 69 LTIP Units
Pursuant to the partnership agreement, the partnership may issue compensatory partnership interests in the form of LTIP Units, which, in general, are a special class of limited partnership units of the partnership that are structured in a manner intended to qualify as
"profits interests"“profits interests” for federal income tax purposes. LTIP Units may be subject to vesting requirements as determined prior to grant. Generally, LTIP Units receive the same quarterly (or other period) per-unit profit distributions as the outstanding common limited partnership units("(“OPUnits"Units”) Units beginning as of the date specified in the vesting agreement pursuant to which the LTIP Units are issued (the"Distribution“Distribution ParticipationDate"Date”). Net income and net loss are allocated to each LTIP Unit from the Distribution Participation Date for such LTIP Unit in amounts per LTIP Unit equal to the amounts allocated per OP Unit for the same period, with certain exceptions, including special allocations as provided under the partnership agreement. If LTIP Units are held for more than three years from the date of grant before being transferred, any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition will be taxed as long-term capital gain.The partnership maintains a capital account balance for each LTIP Unit as of the date of grant, and a corresponding
"Book-Up“Book-Up Target,"” which will generally correspond to the capital account balance of the general partner on a per-unit basis, and the Book-Up Target will be reduced by certain specified allocations and forfeitures until the LTIP Unit capital account balance has reached parity with the capital account balance of the general partner on a per-unit basis (as provided in the partnership agreement), and the Book-Up Target equals zero. The partnership will maintain at all times a one-to-one correspondence between LTIP Units and OP Units for conversion, distribution and other purposes, except as provided in the partnership agreement, and will make corresponding adjustments to the LTIP Units to maintain such correspondence upon the occurrence of certain specified adjustment events. A holder of LTIP Units has the right to convert all or a portion of vested LTIP Units into OP Units, which are then subsequently redeemable for common shares, as provided in the partnership agreement. Notwithstanding the foregoing, in no event may a holder of LTIP Units convert a vested LTIP Unit the Book-Up Target of which has not been reduced to zero.LTIP Units are not entitled to the redemption right described above, but any OP Units into which LTIP Units are converted are entitled to this redemption right beginning on the second anniversary of the date of the grant of the LTIP Units. LTIP Units, generally, vote with the OP Units and do not have any separate voting rights except in connection with actions that would materially and adversely affect the rights of the LTIP Units.
Performance-Based LTIP Units
Under the Company's 2017 Omnibus Share Plan, participants may earn awards in the form of Performance-Based LTIP Units based on the achievement of certain financial goals, which may include share price, absolute TSR and TSR relative to our peer group over a specified measurement period, or other performance metrics.
Performance-Based LTIP Units are valued by reference to the value of a common share. The employment conditions, the length of the period for vesting and other applicable conditions and restrictions of Performance-Based LTIP Unit awards, including computation of financial metrics and/or achievement of pre-established performance goals, are established prior to grant. Such Performance-Based LTIP Unit awards may provide the holder with rights to distributions or dividend equivalents prior to vesting. It is anticipated that net income and net loss will be allocated to each Performance-Based LTIP Unit from the date of issuance until the Distribution Participation Date in amounts per Performance-Based LTIP Unit equal to 10% of the amounts allocated per OP Unit for the same period.
Like LTIP Units, Performance-Based LTIP Unit awards are structured in a manner intended to qualify as
"profits interests"“profits interests” for federal income tax purposes, meaning that, under current law, no income will be recognized by the recipient upon grant or vesting, and we will not be entitled to any deduction. The holder of the Performance-Based LTIP Units is entitled to receive distributions with respect to such Performance-Based LTIP Units to the extent that may be provided for in the partnership agreement, as modified by the award agreement, and is not entitled to receive distributions prior to the applicable Distribution Participation Date. If Performance-Based LTIP Units are held for more than three years from the date of grant before being transferred, any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition will be taxed aslong-termlongterm capital gain.70 JBG SMITH PROPERTIES Formation Units"Formation Units"Table of ContentsAppreciation-Only LTIPs
Appreciation-Only LTIPs (“AO LTIPs”) are a class of partnership interests in the partnership
that were generally granted to certain individuals in connection with the formation transaction under the partnership agreementandthe 2017 Plan. Formation Unitsare intended to qualify as"profits interests"“profits interests” for federal income tax purposes and are designed to have economics comparable to stock options in that, assuming vesting, they allow the recipient to realize value above a threshold level set at the time ofawardaward.“Formation Units” are a type of AO LTIP that were generally granted to
be equal to 100% ofcertain individuals in connection with our formation in 2017 under thethen-fair market value of a common share.partnership agreement and the Omnibus Plan. The Formation Units
vestare subject to vesting over a five-year period following the formation as follows: 25% of each grant of Formation Units vested on July 18, 2020, 25% of each grant ofthe third and fourth anniversaries,Formation Units vested on July 18, 2021, and 50% of each grant of Formation Units will vest onthe fifth anniversary, of the formation transaction,July 18, 2022, respectively, subject to continued employment. The value of vested Formation Units is realized through conversion into a number of LTIP Units, and subsequent conversion into OP Units determined on the basis of how much the value of a common share has increased since the award date. The conversion ratio between Formation Units and OP Units, which starts out at zero, is the quotient of (i) the excess of the value of a common share on the conversion date above the per share value at the time the Formation Unit was granted over (ii) the value of a common share as of the date of conversion. This conversion ratio is similar to a"cashless exercise"“cashless exercise” of stock options, whereby the holder receives a number of shares equal in value to the difference between the full value of the total number of shares for which the option is being exercised and the total exercise price. Like options, Formation Units have a finite term (10 years) over which their value may increase and during which they may be converted into LTIP Units (and in turn, OP Units).Because the Formation Units are outstanding partnership interests, until conversion to vested LTIP Units, holders of Formation Units will receive special allocations of liquidating gains and liquidating losses as provided under the partnership agreement. Holders of Formation Units will not receive distributions or allocations of net income or net loss prior to vesting and conversion to vested LTIP Units and, as a result, will be required to fund their tax liability relating to any special allocations they receive with respect to their Formation Units from other sources. However, upon conversion of Formation Units to vested LTIP Units, the holder will be entitled to receive a distribution per unit equal to 10% of the per unit distributions received by holders of OP Units during the period from the grant date of the Formation Units through the date of such conversion, or such other fraction as specified in the applicable award agreement. Upon conversion of Formation Units to vested LTIP Units, the holder generally is entitled to receive allocations of net income and net loss such that the ratio of (i) the total amount of net income or net loss with respect to each Formation Unit in such taxable year to (ii) the total amount distributed to that Formation Unit with respect to such period is equal (as nearly as practicable) to the ratio of (i) to (ii) with respect to the general partner's OP Units for such taxable year, with certain exceptions, including any special allocations as provided under the partnership agreement. As a result, assuming that the partnership makes distributions equal to or greater than its taxable income, holders of Formation Units should receive distributions that equal or exceed the amount of any allocations of taxable income they have been allocated.
IfAny gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition of any Formation Unitsareheld for more than three years from the date of grant of the Formation Units before being transferred,any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon dispositionwill be taxed as long-term capital gain.2022 PROXY STATEMENT 71 Outstanding Equity Awards at Fiscal Year-End December 31,
2019
2021The following table sets forth the outstanding equity awards for each named executive officer as of December 31,
2019.2021.Name Award Type Grant
DateNumber of
Securities
Underlying
Options
Exercisable/
Units
ConvertibleNumber of
Securities
Underlying
Options
Not
Exercisable/
Units Not
Convertible(1)Option
Expiration
DateOption
Exercise
Price
($)Number of
Shares or
Units That
Have Not
Vested
(#)Market
Value of
Shares or
Units that
Have Not
Vested
($)(2)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
that
Have Not
Vested (#)Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
($)(3)W. Matthew Kelly
Formation Unit 7/18/2017 99,730 99,730 7/18/2027 37.10 — — — — Time-Based LTIP Unit 2/2/2018 — — — — 12,738(4) 365,708 — — Performance- Based LTIP Unit 2/2/2018 — — — — — — 46,917(10) 1,346,987 Time-Based LTIP Unit 11/12/2018 — — — — 88,492(5) 2,540,605 — — Time-Based LTIP Unit 1/10/2019 — — — — 23,368(6) 670,895 — — Performance- Based LTIP Unit 1/10/2019 — — — — — — 20,521(11) 589,144 Time-Based LTIP Unit 1/31/2020 — — — — 58,410(7) 1,676,951 — — Performance- Based LTIP Unit 1/31/2020 — — — — — — 40,171(12) 1,153,317 Time-Based LTIP Unit 1/1/2021 — — — — 102,704(8) 2,948,632 — — Performance- Based LTIP Unit 1/1/2021 — — — — — — 49,538(13) 1,422,222 Time-Based LTIP Unit 7/29/2021 — — — — 128,000(9) 3,674,880 — — Performance- Based LTIP Unit 7/29/2021 — — — — — — 180,000(14) 5,167,800 David P. Paul
Formation Unit 7/18/2017 84,232 84,231 7/18/2027 37.10 — — — — Time-Based LTIP Unit 2/2/2018 — — — — 7,279(4) 208,980 — — Performance- Based LTIP Unit 2/2/2018 — — — — — — 26,810(10) 769,715 Time-Based LTIP Unit 11/12/2018 — — — — 23,111(5) 663,517 — — Time-Based LTIP Unit 1/10/2019 — — — — 13,354(6) 383,393 — — Performance- Based LTIP Unit 1/10/2019 — — — — — — 11,726(11) 336,653 Time-Based LTIP Unit 1/31/2020 — — — — 12,168(7) 349,343 — — Performance- Based LTIP Unit 1/31/2020 — — — — — — 8,369(12) 240,274 Time-Based LTIP Unit 1/1/2021 — — — — 21,396(8) 614,279 — — Performance- Based LTIP Unit 1/1/2021 — — — — — — 10,320(13) 296,294 Time-Based LTIP Unit 7/29/2021 — — — — 26,000(9) 746,460 — — Performance- Based LTIP Unit 7/29/2021 — — — — — — 36,000(14) 1,033,560 72 JBG SMITH PROPERTIES Name Award Type Grant
DateNumber of
Securities
Underlying
Options
Exercisable/
Units
ConvertibleNumber of
Securities
Underlying
Options
Not
Exercisable/
Units Not
Convertible(1)Option
Expiration
DateOption
Exercise
Price ($)Number of
Shares or
Units
That
Have Not
Vested (#)Market
Value of
Shares or
Units that
Have Not
Vested ($)(2)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested (#)Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested ($)(3)W. Matthew Kelly Formation Unit 7/18/2017 — 199,460 7/18/2027 37.10 — — — — Time-Based LTIP Unit 8/1/2017 — — — — 24,064 (4) 959,913 — — Performance-Based LTIP Unit 8/1/2017 — — — — — — 96,259 (8) 3,839,772 Time-Based LTIP Unit 2/2/2018 — — — — 38,214 (5) 1,524,356 — — Performance-Based LTIP Unit 2/2/2018 — — — — — — 93,835 (9) 3,743,078 Time-Based LTIP Unit 11/12/2018 — — — — 88,492 (6) 3,529,946 — — Performance-Based LTIP Unit 11/12/2018 — — — — — — 151,227 (10) 6,032,445 Time-Based LTIP Unit 1/10/2019 — — — — 46,739 (7) 1,864,419 — — Performance-Based LTIP Unit 1/10/2019 — — — — — — 82,082 (11) 3,274,251 David P. Paul Formation Unit 7/18/2017 — 168,463 7/18/2027 37.10 — — — — Time-Based LTIP Unit 8/1/2017 — — — — 13,750 (4) 548,488 — — Performance-Based LTIP Unit 8/1/2017 — — — — — — 55,005 (8) 2,194,149 Time-Based LTIP Unit 2/2/2018 — — — — 21,837 (5) 871,078 — — Performance-Based LTIP Unit 2/2/2018 — — — — — — 53,620 (9) 2,138,902 Time-Based LTIP Unit 11/12/2018 — — — — 23,111 (6) 921,898 — — Performance-Based LTIP Unit 11/12/2018 — — — — — — 39,496 (10) 1,575,495 Time-Based LTIP Unit 1/10/2019 — — — — 26,708 (7) 1,065,382 — — Performance-Based LTIP Unit 1/10/2019 — — — — — — 46,904 (11) 1,871,001
Name Award Type Grant
DateNumber of
Securities
Underlying
Options
Exercisable/
Units
ConvertibleNumber of
Securities
Underlying
Options
Not
Exercisable/
Units Not
Convertible(1)Option
Expiration
DateOption
Exercise
Price ($)Number of
Shares or
Units That
Have Not
Vested
(#)Market
Value of
Shares or
Units that
Have Not
Vested
($)(2)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
that
Have Not
Vested (#)Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
($)(3)M. Moina Banerjee
Formation Unit 7/18/2017 35,087 35,087 7/18/2027 37.10 — — — — Time-Based LTIP Unit 2/2/2018 — — — — 2,547(4) 73,124 — — Performance- Based LTIP Unit 2/2/2018 — — — — — — 9,383(10) 269,386 Time-Based LTIP Unit 11/12/2018 — — — — 14,052(5) 403,433 — — Time-Based LTIP Unit 1/10/2019 — — — — 5,114(6) 146,823 — — Performance- Based LTIP Unit 1/10/2019 — — — — — — 4,492(11) 128,958 Time-Based LTIP Unit 1/31/2020 — — — — 8,760(7) 251,500 — — Performance- Based LTIP Unit 1/31/2020 — — — — — — 6,026(12) 172,992 Time-Based LTIP Unit 1/1/2021 — — — — 15,833(8) 454,565 — — Performance- Based LTIP Unit 1/1/2021 — — — — — — 7,637(13) 219,258 Time-Based LTIP Unit 7/29/2021 — — — — 43,000(9) 1,234,530 — — Performance- Based LTIP Unit 7/29/2021 — — — — — — 60,000(14) 1,722,600 Kevin “Kai” Reynolds
Formation Unit 7/18/2017 53,908 53,908 7/18/2027 37.10 — — — — Time-Based LTIP Unit 2/2/2018 — — — — 3,457(4) 99,250 — — Performance- Based LTIP Unit 2/2/2018 — — — — — — 12,734(10) 365,593 Time-Based LTIP Unit 11/12/2018 — — — — 24,592(5) 706,036 — — Time-Based LTIP Unit 1/10/2019 — — — — 7,306(6) 209,755 — — Performance- Based LTIP Unit 1/10/2019 — — — — — — 6,417(11) 184,225 Time-Based LTIP Unit 1/31/2020 — — — — 14,601(7) 419,195 — — Performance- Based LTIP Unit 1/31/2020 — — — — — — 10,043(12) 288,327 Time-Based LTIP Unit 1/1/2021 — — — — 25,676(8) 737,158 — — Performance- Based LTIP Unit 1/1/2021 — — — — — — 12,384(13) 355,552 Time-Based LTIP Unit 7/29/2021 — — — — 43,000(9) 1,234,530 — — Performance- Based LTIP Unit 7/29/2021 — — — — — — 60,000(14) 1,722,600 2022 PROXY STATEMENT 73 Name Award Type Grant
DateNumber of
Securities
Underlying
Options
Exercisable/
Units
ConvertibleNumber of
Securities
Underlying
Options
Not
Exercisable/
Units Not
Convertible(1)Option
Expiration
DateOption
Exercise
Price ($)Number of
Shares or
Units
That
Have Not
Vested (#)Market
Value of
Shares or
Units that
Have Not
Vested ($)(2)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested (#)Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested ($)(3)Stephen W. Theriot Formation Unit 7/18/2017 — 107,816 7/18/2027 37.10 — — — — Time-Based LTIP Unit 8/1/2017 — — — — 6,874 (4) 274,204 — — Performance-Based LTIP Unit 8/1/2017 — — — — — — 27,502 (8) 1,097,055 Time-Based LTIP Unit 2/2/2018 — — — — 10,917 (5) 435,479 — — Performance-Based LTIP Unit 2/2/2018 — — — — — — 26,810 (9) 1,069,451 Time-Based LTIP Unit 11/12/2018 — — — — 12,839 (6) 512,148 — — Performance-Based LTIP Unit 11/12/2018 — — — — — — 21,942 (10) 875,266 Time-Based LTIP Unit 1/10/2019 — — — — 13,354 (7) 532,691 — — Performance-Based LTIP Unit 1/10/2019 — — — — — — 23,452 (11) 935,500 Kevin "Kai" Reynolds Formation Unit 7/18/2017 — 107,816 7/18/2027 37.10 — — — — Time-Based LTIP Unit 8/1/2017 — — — — 6,188 (4) 246,839 — — Performance-Based LTIP Unit 8/1/2017 — — — — — — 24,752 (8) 987,357 Time-Based LTIP Unit 2/2/2018 — — — — 10,371 (5) 413,699 — — Performance-Based LTIP Unit 2/2/2018 — — — — — — 25,469 (9) 1,015,958 Time-Based LTIP Unit 11/12/2018 — — — — 24,592 (6) 980,975 — — Performance-Based LTIP Unit 11/12/2018 — — — — — — 42,026 (10) 1,676,417 Time-Based LTIP Unit 1/10/2019 — — — — 14,615 (7) 582,992 — — Performance-Based LTIP Unit 1/10/2019 — — — — — — 25,667 (11) 1,023,857
