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Pre-Approval Policies and Procedures

       The Audit Committee's policy is to review and pre-approve, either pursuant to the Audit Committee's Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company'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, 20172018 either were pre-approved by the Audit Committee or were approved pursuant to the Audit Committee'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 Committee at its next scheduled meeting.

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PROPOSAL FIVE: AMENDMENT OF DECLARATION OF TRUST TO OPT OUT OF SECTION 3-804(C) OF THE MGCL

       Subtitle 8 of Title 3 of the Maryland General Corporation Law (the "MGCL"), commonly referred to as the Maryland Unsolicited Takeovers Act ("MUTA"), permits a Maryland real estate investment trust with a class of equity securities registered under the Exchange Act and at least three independent trustees to elect to be subject, by provision in its declaration of trust or bylaws or a resolution of its board of trustees and notwithstanding any contrary provision in the declaration of trust or bylaws, to any or all of the following five provisions:

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a classified board;

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a two-thirds shareholder vote requirement for removing a trustee;

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a requirement that the number of trustees be fixed only by vote of the trustees;

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a requirement that a special meeting of shareholders may only be called upon the request of the holders of at least a majority of all votes entitled to be cast at the meeting; and

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a requirement that a vacancy on the board be filled only by the remaining trustees and for the remainder of the full term of the class of trustees in which the vacancy occurred.

       On March 1, 2018, the Board adopted resolutions opting out of sections 3-803, 3-804(a), 3-804(b) and 3-805 of MUTA and the Company subsequently filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland to effectuate this opt out. The Company will not be able to opt back into any of these sections of MUTA without approval by the affirmative vote of shareholders holding a majority of the votes entitled to be cast on the matter.

       Our declaration of trust currently provides that we have elected to be governed by Section 3-804(c) of the MGCL, which addresses the procedure by which a vacancy on the Board may be filled. As a result, an amendment to our declaration of trust is required for us to completely opt out of MUTA. If the amendment is approved, the filling of vacancies will be governed by our bylaws and not our declaration of trust.

       We believe that opting out of Section 3-804(c) of the MGCL is in our best interests and in the best interests of our shareholders and are proposing an amendment to Article V, Section 5.2 of our declaration of trust to provide that Section 3-804(c) of the MGCL will not apply to us. A copy of the proposed amendment to our declaration of trust is attached as Appendix A to this Proxy Statement and incorporated by reference into this proposal.

Vote Required and Recommendation

       The affirmative vote of a majority of all votes entitled to be cast on the matter is required to amend our declaration of trust to opt out of Section 3-804(c) of the MGCL. For purposes of this Proposal Five, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the proposal.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE AMENDMENT
OF OUR DECLARATION OF TRUST TO OPT OUT OF SECTION 3-804(C) OF THE MGCL.

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AUDIT COMMITTEE REPORT

       Scott A. Estes, Charles E. Haldeman, Jr. and William J. Mulrow comprise our Audit Committee. The members of the Audit Committee are appointed by and serve at the discretion of the Board.

       The Audit Committee assists the Board in overseeing the integrity of the Company's financial statements. The Company's management team is primarily responsible for the financial statements and the reporting process, including the Company's accounting policies, internal audit function, system of disclosure controls and procedures 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, 20172018 with the Company's management.

       The Audit Committee also assists the Board in overseeing the qualification, independence and performance of the Company's independent auditor, Deloitte & Touche LLP. The Audit Committee reviewed the audited financial statements for the year ended December 31, 20172018 with Deloitte & Touche LLP, 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'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 applicable standards of the Public Company Accounting Oversight Board ("PCAOB") Standard No. 1301,Communications with Audit Committees.

       Deloitte & Touche LLP has provided to the Audit Committee the written disclosures and letter regarding its independence required by PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence, and the Audit Committee has discussed with Deloitte & Touche LLP its independence.

       In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board the inclusion of the Company's audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 20172018 for filing with the SEC.

The Audit Committee Report above does not constitute "soliciting material" and will not be deemed "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.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Profile

       Our corporate governance is structured in a manner that the Board believes closely aligns the Company's interests with those of our shareholders. Notable features of our corporate governance structure include the following:

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our Board is divided into three classes and will be de-staggered at the 2020 Annual Meeting, of Shareholders, after which each of our trustees will be subject to re-election annually;

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our Corporate Governance Guidelines provide that any nominee in an uncontested election who does not receive a greater number of "for" votes than "withhold" votes shall be elected as a trustee but 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 or not to accept such resignation;

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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 Trusteestrustees in our proxy statement for annual meetings;

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of the 12 persons who serve on our Board, seven have been determined by us to be independent for purposes of the NYSE's corporate governance listing standards and Rule 10A-3 under the Exchange Act;

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all of the members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent;

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we have determined that at least one of our trustees qualifies as an "audit committee financial expert" as defined by the SEC;

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our share ownership guidelines require trustees to own securities of the Company equal to at least five times the annual cash retainer and our Chief Executive Officer and other named executive officers to own securities of at least six times and three times his or her annual base salary, respectively;

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our shareholders, by a majority vote of shares entitled to be cast, may adopt, alter or repeal any provision of our bylaws or to make new bylaws;

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we have a policy restricting hedging and pledging of our securities;

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we have a "claw-back" policy for performance basedperformance-based compensation;

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our trustees have a diversity of skills, experience, gender and backgrounds;

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our shareholders may call a special meeting of shareholders if a specified voting threshold is met – a majority of shares entitled to be cast on the matter;

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we have opted out of the Maryland control share acquisition statute, the Maryland Business Combination Act, (the "MBCA"), and the Maryland Unsolicited Takeovers Act ("MUTA") (a portion of which requires shareholder approval of Proposal 5 at the Annual Meeting);Act; and

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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 MGCL, which currently is one trustee. The tenure of office of a trustee will not be affected by any decrease in the number of trustees.

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       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

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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 except Steven Roth, Mitchell N. Schear, Michael J. Glosserman, W. Matthew Kelly, and Robert A. Stewart have been determined by the Board to be independent under applicable NYSE and SEC rules.

Shareholder Engagement and Recent Governance Changes

       On March 1, 2018, the Board adoptedWe believe engaging with our shareholders on a numberregular basis is important because a complex, long-term strategy like ours requires detailed explanation. In particular, our large development pipeline and placemaking strategy using office, multifamily and retail assets distinguishes our business from other REITs. In addition, Amazon's recent selection of our holdings in National Landing in Arlington, Virginia for a second headquarters has created significant governance changes. These changes were initiated by the Corporate Governance and Nominating Committee, which commenced a review and analysis of the Company's corporate governance provisions following the Company's formation transaction in July 2017. As part of this process the Corporate Governance and Nominating Committee reviewed industry best practices, comparable governance provisions both within and outside of the public real estate industry and also included input that management proactively obtained from the corporate governance and stewardship units of some of the Company's largest shareholders. This comprehensive review and analysis enabled the Corporate Governance and Nominating Committeenew opportunities for our Company.

       Our goal is to evaluate the Company's corporate governance elections. The Corporate Governance and Nominating Committee considered proposed 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 itselfinteract with the governance practicesinvestment community on a quarterly basis through a variety of corporate America generally, not just REITs. Based on its reviewchannels including: our quarterly investor package comprising our management letter and analysisdetailed financial supplement which we believe facilitate productive and efficient engagement with investors; participation in various industry conferences, non-deal roadshows and sell-side analyst tours; and regular investor days in Washington, DC.

       Specifically, in 2018, in addition to publishing our Corporate Governance and Nominating Committee, together with management, recommended to our Board, and our Board approved, the following shareholder-aligned changes to our governance structure:quarterly investor package, we:

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Granting shareholders a new right (previously reserved for the Board) to amend the bylaws if a specified voting threshold isregularly met – a majority vote of shares entitled to be cast on the matter;or had calls with investors

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Granting shareholders a new right (previously reserved forattended multiple investor events, including non-deal road shows, property tours and the Board and management) to call a special meeting of shareholders if a specified voting threshold is met – a majority of shares entitled to be cast on the matter;NAREIT conference in June

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Opting out of MUTA (a portion of which requires shareholder approval of Proposal 5 at the Annual Meeting), a provision uniquely applicable to Maryland corporations and which,discussed most frequently in the absence of not opting out, could be viewed as providing publicly traded entities organizedforegoing settings several key topics, including

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Amazon HQ2 pursuit and award;



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Washington, DC real estate market fundamentals;



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Growth drivers in Maryland, like the Company, with certain defenses that might be utilized to entrench the Board and/or management;our portfolio;



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Progress on stabilizing our operating portfolio and delivering/leasing our under construction assets; and



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Opting outValuation of the MBCA, which, in the absence of opting out, could inhibit a third party from making a proposal to acquire us or impede a change of control.our future development pipeline.

Time LimitedTime-Limited Governance Provisions in Connection with our Formation Transaction

       Pursuant to the Master Transaction Agreement, Vornado and JBG each appointed six of our 12 trustees. Our bylaws name Scott A. Estes, Alan S. Forman, Michael J. Glosserman, W. Matthew Kelly, Ellen Shuman and Robert A. Stewart as JBG Board Designees and Charles E. Haldeman, Jr., Carol A. Melton, William J. Mulrow, Steven Roth, Mitchell N. Schear and John F. Wood as Vornado Board Designees. The Master Transaction Agreement and our bylaws mandate that, subject to the reasonable exercise of its duties, the Board will take all such actions as may be necessary to nominate the Vornado Board Designees and the JBG Board Designees in the first class of trustees for election at the first Annual Meeting after the formation transaction and use no less rigorous efforts to cause the election of the Vornado Board Designees and the JBG Board Designees than the manner in which the Board supports other nominees for the Board. In addition, the Master Transaction Agreement and our bylaws require that, for a period of two years following our formation transaction (until(i.e., until July 18, 2019), if any Vornado Board Designee or JBG Board Designee is unable or unwilling to serve or is otherwise no longer serving as a trustee, then the remaining Vornado Board Designees or JBG Board Designees,

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respectively, may designate a replacement designee reasonably satisfactory to the Corporate Governance and Nominating Committee and the Board, who shall promptly be appointed by our Board to fill the vacancy. Further, during the same period, to the extent practicable, the membership of each of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee shall consist of an equal number of Vornado Board Designees and JBG Board Designees (or their respective replacement designees).

Core Competencies of Our Trustees

       The following chart summarizes the competencies currently represented on our Board; the details of each trustee's competencies are included in each trustee's biography.

Corporate Responsibility and Sustainability

       We believe in an alignment of our business practices with the principles of sustainable growth. We recognize the value and importance of sustainably designed and managed assets in the neighborhoods where we operate. We are committed to integrating responsible project development with high performance operations. Our commitment extends beyond managing environmental impact. It is a holistic, cultural commitment to accountable business practices, smart growth, occupant well-being and social responsibility.

       Selected Sustainability Program achievements are summarized below. For additional information regarding our sustainability mission, please visit our website athttps://www.jbgsmith.com/about/sustainability.

LEED Certification

       We have 9.25 million square feet (at our share) of LEED Certified assets, representing 58% of our operating asset portfolio.

ENERGY STAR Certification

       60% of our operating assets, comprising 9.5 million square feet (at our share), are ENERGY STAR Certified.

Sustainability Organization Memberships

       We are a member of Global Real Estate Sustainability Benchmark (GRESB), the U.S. Green Building Council, the Better Buildings Alliance and the NAIOP Sustainable Development Committee.

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Green Leasing

       We have implemented a form lease incorporating Green Leasing best practices. These practices promote energy efficiency by equitably aligning the costsCore Competencies and benefitsDiversity of efficiency investments between the building owner and tenants.

Environmental Management Program

       We have embedded an approach to sustainability encouraging continual improvement and engagement by utilizing an Environmental Management System process. Using tracking tools to baseline sustainability and energy performance and strategic planning at the building level, this process enables us to better identify opportunities, risks and solutions that support both the asset's business and sustainability goals. By taking the time to identify both asset-specific and portfolio-wide approaches to implementation we ensure that our sustainability program development is strategic and thorough.

Energy Management

       We manage energy usage in real-time via the Tenant Service Center, which serves as the operational control center and emergency response center for our buildings and tenants. Licensed operating engineers perform monitoring and control services, utilizing state-of-the-art building automation systems and critical control points to manage energy efficiency throughout our portfolio.

Management and Employee EngagementOur Trustees

       Our Sustainability Program engages executive and senior management, project-level staff and industry partners to advance our sustainability objectives. This team of dedicated professionals is responsible for the day-to-day coordination and implementation of our sustainable initiatives as well as long-term goals and planning. In addition, 36 of our employees hold Sustainability Professional Designations (i.e. LEED AP, LEED Green Associate, WELL AP and/or Certified Energy Manager). We offer test preparation and training to employees wishing to achieve LEED AP and Green Associate designations, and sponsor an annual Employee Green Fair, offering a full day program of sustainability training to property management and engineering staff.

       Through JBG SMITH Cares, an employee-based committee focused on supporting the people, organizations and causes that help our communities thrive, we give back by investing our resources, expertise and volunteer time in community programs that demonstrate a meaningful impact and align with our corporate strategy.

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Diversity and Inclusion

       We are proud to be an equal opportunity employer. We see tremendous value in workplace diversity and gender balance, and we are committed to fostering an inclusive and accepting environment for all employees. To that end, our employee base comprises approximately 52% minorities and 37% women.

       We have an outstanding Board withhas 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 them over the long term.

       The following charts summarize diversity and core competencies currently represented on our Board. The details of each trustee's competencies are included in each trustee's biography.

Corporate Responsibility and Sustainability

       By fully integrating environmental sustainability, social responsibility, and strong governance practices throughout our organization, we believe we can enhance our communities and conserve resources while growing shareholder value. We remain committed to transparency in our investment strategy with a focus on operating efficiency, responding to evolving trends, and addressing the needs of our tenants and communities.

       Selected Sustainability Program and other achievements are summarized below. We maintain a website athttps://www.jbgsmith.com/about/sustainability. Information on or accessible through our website is not and should not be considered part of this Proxy Statement.

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Board Leadership Structure

       Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as 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'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 and Steven Roth has served as Chairman since our formation transaction. 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 not a non-management 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:

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serving as liaison among (i) management, including the Chief Executive Officer, (ii) our non-management trustees, and (iii) employees reporting misconduct that by their nature cannot be brought to management and (iv) interested third parties and the Board;

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presiding at executive sessions of the independent trustees;

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serving as the focal point of communication to the Board regarding management plans and initiatives;

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ensuring that the role between Board oversight and management operations is respected;

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providing the medium for informal dialogue with and among independent trustees, allowing for free and open communication within that group; and

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serving as the communication conduit for third parties who wish to communicate with the Board.

Executive Sessions

       Our non-management trustees met in a special executive sessionsessions without management at each of our August 2017 and November 2017in-person Board meetings, which were our only Board meetingsoccurred in 2017 as a

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public company.2018. Steven Roth, as Chairman, chaired the sessions. Per our Corporate Governance Guidelines, the Board expects to conduct executive sessions limited to non-management trustees 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.

Attendance of Trustees at 20172018 Board and Committee Meetings and Annual Meeting of Shareholders

       We became a public company in July 2017 in connection with our formation transaction. As such, during 2017, theThe Board held only two meetings. Everya total of six meetings during 2018. Each trustee attended allat least 75% of the meetings of the Board and all committees thereof on which such trustee served during 2017, except for Alan S. Forman, who attended four out of six Board and committee meetings.2018.

       In accordance with the Company's Corporate Governance Guidelines, trustees are expected to attend the annual meeting of shareholders. TheAll trustees attended our 2018 Annual Meeting will be our first annual meeting of shareholders as a public company, so there is no prior attendance record with respect to our annual meetingShareholders.

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Committees of the Board

       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 atwww.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. In addition, our bylaws and the Master Transaction Agreement require that, for the two years following the formation transaction (until July 18, 2019), to the extent practicable, the membership of each of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee shall consist of an equal number of Vornado Board Designees and JBG Board Designees (or their respective replacement designees).

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Audit Committee financial expert.

Audit Committee

       Scott 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 Securities Exchange Act,

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of 1934, the rules and regulations of the SEC, and in accordance with the Company's Corporate Governance Guidelines.

       The Audit Committee's principal purposes are to (i) oversee the accounting and financial reporting processes of the Company and the audits of the Company's financial statements and (ii) prepare an Audit Committee report as required by the SEC for inclusion in our annual proxy statement. The Audit Committee's responsibility includes oversight related to:

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our accounting and financial reporting processes;

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the integrity of our consolidated financial statements;

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our systems of disclosure controls and procedures and internal control over financial reporting;

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our compliance with financial, legal and regulatory requirements;

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evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

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the performance of our internal audit function; and

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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

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accounting firm, including all audit and non-audit services, and reviewing the annual and quarterly SEC filings. The Audit Committee also approves the audit committeeAudit 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" as defined by the SEC. The Board has determined that Mr. Estes is an "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 2017,2018, the Audit Committee met twofour 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 the Company's Corporate Governance Guidelines.

       The principal functions of the Compensation Committee include:

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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;

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implementing and administering our incentive compensation plans and equity-based plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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producing a report on executive compensation to be included in our annual proxy statement; and

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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 2017,2018, the Compensation Committee met twosix times.

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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 the Company's Corporate Governance Guidelines.

       The principal functions of the Corporate Governance and Nominating Committee include:

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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;

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developing and recommending to the Board Corporate Governance Guidelines and implementing and monitoring such guidelines;

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reviewing and making recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;

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recommending to the Board nominees for each committee of the Board;

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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;

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overseeing the Board's evaluation of management; and

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reviewing all related party transactions in accordance with the Company's Related Party Transactions Policy.Policy; and

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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 2017,2018, the Corporate Governance and Nominating Committee met one time.three 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:

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high personal and professional ethics and integrity;

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an ability to exercise sound judgment, including in relation to the Company's business and strategy;

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an ability to make independent analytical inquiries;

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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;

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appropriate and relevant business experience and acumen; and

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a reputation, both personal and professional, consistent with the image and reputation of the Company.

       In addition to the aforementionedthese 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:

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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;

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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 Securities and Exchange CommissionSEC in Item 407 of Regulation S-K;

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whether the person would qualify as an "independent" trustee under the rules of the New York Stock ExchangeNYSE and the Company's Corporate Governance Guidelines;

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the importance of continuity of the existing composition of the Board; and

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the importance of a diverse Board membership, in terms of both the individuals involved and their various experiences and areas of expertise.

       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's background and personal experience, however, will be significant in the Board'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.

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       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 take into accountconsider the Company's bylaws, the number of trustees expected to be elected at the next annual meeting of shareholders (taking into account trustees whose terms are expiring at the next shareholders' meeting) 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 Nominating Committee'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. As required by the Master Transaction Agreement and our bylaws, for a period of two years following our formation transaction (until(i.e., until July 18, 2019), if any Vornado Board Designee or JBG

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Board Designee is unable or unwilling to serve or is otherwise no longer serving as a trustee, then the remaining Vornado Board Designees or JBG Board Designees, respectively, may designate a replacement designee reasonably satisfactory to the Corporate Governance and Nominating Committee and the Board, who shall promptly be appointed by our Board to fill the vacancy.

Board Oversight of Risk Management

       One 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

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Committee also monitors compliance with legal and regulatory requirements and oversees the performance of our internal audit function.

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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'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

       The Board has adopted a set of Corporate Governance Guidelines that reflects the Board'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:

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the responsibilities and qualifications of trustees, including trustee independence;

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the functioning of the Board;

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the responsibilities, composition and functioning of the Board committees;

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the appointment and role of the Lead Trustee, if applicable;

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principles of trustee compensation;

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the policies and procedures regarding trustee resignation; and

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chief executive officer succession planning.

       A copy of the Corporate Governance Guidelines is available on our website atwww.jbgsmith.com.

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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:

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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

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compliance with applicable governmental laws, rules and regulations;

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prompt internal reporting of violations of the code to appropriate persons identified in the code; and

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accountability for adherence to the code.

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       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 atwww.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.

Compensation of Trustees

       Non-employee trustees are compensated as follows: (1) each such member receives an annual cash retainer equal to $100,000 (paid in arrears); (2) each such member receives an annual equity grant with a value equal to $100,000, in the form of restricted LTIP Units (as such term is defined below) (not to be sold while such member is a trustee, except in certain circumstances); (3) the Chair of the Audit

       Additional compensation for non-employee Board Committee receives an annual cash retainer of $25,000; (4) the Chair of each of the Compensation Committee and the Corporate Governance and Nominating Committee receives an annual cash retainer of $15,000; (5) each member of the Audit Committee receives an annual cash retainer of $10,000; and (6) each member of each of the Compensation Committee and the Corporate Governance and Nominating Committee receives an annual cash retainer of $5,000.members:

       In lieu of receiving an annual retainer in cash, a non-employee member of the Boardtrustee 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 ("LTIP Units"), see "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—LTIP Units"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 expired on December 31, 2017, Mr. Schear is entitled to payments thereunder through July 2019. See "Certain Relationships and Related PersonParty Transactions—Mitchell N. Schear Consulting Agreement". With respect to certain additional benefits provided to Michael J. Glosserman under his transition agreement with JBG Properties, Inc., see "Certain Relationships and Related Person Transactions—Continuation Agreement".

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       Pursuant to the terms of a letter agreement dated October 31, 2016, as amended June 22, 2017, Steven Roth, Vornado's Chairman and Chief Executive Officer was granted 175,202 Formation Units on the closing of the formation transaction, on the same general terms as the Formation Units granted to our employees as described below, see "Compensation of Executive Officers—Formation Awards and Initial Equity Grants". In addition, Mr. Glosserman, in connection with his service on our Board, was granted 144,204 Formation Units on the closing of the formation transaction. Each of these grants is counted in the total of approximately 2,700,000 Formation Units that were granted in connection with the formation transaction.

       Additionally, in connection with the closing of the formation transaction, we granted 6,738 LTIP Units to each of the seven independent Trustees (with the number of awards determined based on $250,000 divided by the volume-weighted average price of a common share on the NYSE on the grant date of $37.10). The LTIP Units were fully vested on the date of grant, but may not be transferred or sold while an independent Trustee is serving on the Board.Agreement."

       The following table presents information regarding the compensation earned during 20172018 by non-employee trustees who served on the Board during the year. W. Matthew Kelly and Robert A. Stewart are employees of the Company and do not receive any compensation for their service as

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members of the Board. The compensation paid to Mr. Kelly and Mr. Stewart is presented below under "Executive Compensation" in the table titled "2017 Summary"Summary Compensation Table" and the related explanatory tables.

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       The following table presents the number of outstanding Formation Units and LTIP Unit Awards held by each of our non-employee trustees other than Mr. Kelly and Mr. Stewart as of December 31, 2017. These2018. The awards represent the grant of 6,738 LTIP Units to each independent trustee in July 2017, the grant of 2,577 LTIP Units to each non-employee trustee in May 2018 and the grant of 175,202 and 144,204 Formation Units to Steven Roth and Michael J. Glosserman in July 2017, respectively. The non-employee trustees did not hold any other type of equity award of JBG SMITH as of December 31, 2017.2018.

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Company Policies

Share Ownership Guidelines

       We believe that equity ownership by our trustees and named executive officers helps align their interests with our 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 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. 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.

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Hedging and Pledging of Company Securities

       Our Insider Trading Policy prohibits our trustees and employees, including our named executive 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; (iv) all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts; and (v) pledging our securities to secure margins or other loans, subject to limited exceptions.

Board Self-Evaluation

       Pursuant to the Company'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 the Company's independent advisors, including its legal counsel and independent auditing firm. The Corporate 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

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Corporate Governance and Nominating Committee will work with the Board to implement the necessary changes.

Clawback Policy

       Pursuant to the Company's Incentive Compensation Recoupment Policy, in the event of a restatement of the Company'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 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.

Communications with the Board

       The Chairman, or the Lead Trustee if the Chairman is an executive officer of the Company, will serve 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" c/o the Chief Legal Officer of JBG SMITH Properties, 4445 Willard Avenue, Suite 400, Chevy Chase, MD 20815, who will then directly forward such correspondence to the Chairman or Lead Trustee, as applicable. The Chairman or Lead Trustee will decide what action should be taken with respect to the communication, including whether such communication should be reported to the full 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 20172018 requiring disclosure by us under the SEC'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

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Committee. Accordingly, during 20172018 there were no interlocks with other companies within the meaning of the SEC's proxy rules.

EXECUTIVE OFFICERS

       The following table sets forth certain information regarding our executive officers.

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Biographies

       Please see "Proposal One: Election of Trustees — Nominees for Election as Trustees" for information regarding W. Matthew Kelly and Robert A. Stewart.Kelly.

       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 up 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 from June 2013 up 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.

       James L. Iker.    Mr. Iker has served as our Chief Investment Officer since the formation transaction. Mr. Iker worked at JBG from July 2002 up until the formation transaction, serving as a Managing Partner and a member of JBG's Executive Committee and Investment Committee. He has more than 20 years of experience in the real estate industry and has been responsible for various aspects of investment strategy, acquisitions, dispositions, and financing activity for the JBG Legacy Funds. Prior to joining JBG, he co-founded and managed Costa Mesa Realty Group, a real estate investment firm in Orange County, California. Mr. Iker received his Bachelor of Science from the University of Phoenix and a Master of Business Administration, with honors, from The Wharton School of the University of Pennsylvania.

       Brian P. Coulter.    Mr. Coulter has served as our Co-Chief Development Officer since the formation transaction. Mr. Coulter joined JBG in March 1986. He was a Managing Partner and served as a

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member of JBG's Executive Committee and Investment Committee from their formation up until the formation transaction. Mr. Coulter has over 30 years of real estate industry experience. During his tenure at JBG he focused primarily on managing pre-development and development activities, as well as areas of value creation through more effective asset management. After the sale of a significant portion of JBG's commercial portfolio and two operating companies to a public real estate company, Mr. Coulter served as a Managing Director of the mid-Atlantic region of the acquiring company from February 1998 to April 1999. He returned to JBG in April 1999. He is also a founding member and board member of the Downtown DC and Rosslyn business improvement districts. He is a past board member and President of Rosslyn Renaissance. He received his Bachelor of Arts, Summa Cum Laude, Phi Beta Kappa from Rutgers College and a Master of Business Administration from Harvard Business School.

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 and up until the formation transaction, 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 and prior to that worked in corporate finance for JP Morgan in New York. 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, financial planning & analysis, 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. 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. Prior to joining JBG in March 2017, Mr. Museles served as Chief Legal Officer and Chief Compliance Officer of Alliance Partners (August 2013 – March 2017), 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 member of the Board of Directors (January 2010 – April 2014), 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.

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COMPENSATION DISCUSSION AND ANALYSIS

       This 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. 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 2017.2018. Compensation decisions for our named executive officers are made by the Compensation Committee.

       For the year ended 2017,2018, our named executive officers and their titles were as follows:

Executive Summary

       Pursuant to our formation transaction, we became a public company on July 18, 2017. Because of the recent nature of our formation transaction, our executive compensation for 2017 was determined to a significant extent as terms that were negotiated in connection with the formation transactions. From the time of the formation transaction, ourOur Compensation Committee has administeredadministers our executive compensation programs.

20172018 Business Performance Highlights

       We realized a number of financial and non-financial achievements in 2017,In 2018, we achieved several significant accomplishments, including:

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Closed the formation transaction;

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Integrated two teams and cultures into one operating platform;

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Grew our leadership team in connection with transitioning to an independent public company;

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Identified $35 million of synergies related to the formation transaction to be realized by year end 2018 and realized over 80% by year end 2017;

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Commenced construction on 100% of our near-term development projects; and

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Exceeded our year-end commercial leasing goal by over 200,000 square feet.

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

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elements—base salary, annual bonus incentives and long-term equity incentives, which may include stock options, restricted stockshares or partnership unit awards and performance-based equity awards. Other than the employment agreements and equity incentive plan, and initial equity grants, which are described

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below, we have not adopted any compensation policies, procedures or plans with respect to named executive officer compensation.

       The cornerstones of our executive compensation program that help us achieve our objectiveobjectives 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 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" orientation, we deliver a majority of our total executive compensation in the form of incentive compensation consisting of 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.

       While the compensation payable to our named executive officers was, to a significant extent, negotiated in the formation transaction, ourOur Compensation Committee has since implemented a program that will governgoverning incentive compensation payable to our named executive officers for 2018. This program continues to includecomprised short-term cash and long-term equity-based incentives, but also includesand included performance metrics against which short-term incentive compensation will bewas measured. See "2018 Executive Compensation" below.

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       Consistent with our philosophy, we have developed strong compensation practices while avoiding others in pursuit of our compensation objectives. These practices are as follows:

Advisory Vote on Executive Compensation

       The Company provides its shareholders annually with the opportunity to cast an advisory vote on executive compensation, and in 2018 approximately 95% of the shares voted were in support of the 2017 compensation of the named executive officers. The Compensation Committee viewed this advisory vote as an expression by the shareholders of their general satisfaction with the Company's executive compensation program. Consistent with the advisory vote of the 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.

Role of the Compensation Committee and Management

       The Compensation Committee comprises non-employee 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 Governance and Board Matters — Committees of the Board — Compensation Committee."

       When determining the compensation of our named executive officers, the Compensation Committee considers a number ofseveral factors it deems important, including:

•

the executive officer'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.

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       The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the committee. The Compensation Committee makes compensation decisions for our executive officers after careful review and analysis of appropriate performance information and market compensation data. 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 the Company's Chief Executive Officer. Any recommendations given by the Chief Executive Officer will be based upon the Chief Executive Officer's assessment of the Company's overall

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performance, each executive officer's individual performance, marketplace compensation practices and employee retention considerations. The Compensation Committee reviews the Chief Executive Officer's recommendations, and in its sole discretion determines all executive officer compensation. The Chief Executive Officer will not provide any recommendations to the Compensation Committee regarding his or her own compensation.

Role of the Compensation Consultant

       For 2017,2018, the Compensation Committee engaged the services of FPL Associates, L.P. ("FPL"), an executive compensation consultant, to provide advice and counsel in carrying out its duties. FPL 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's fees and terms of its engagement. The Compensation Committee has reviewed its relationship with FPL to ensure that it believes that FPL is independent from management. This review process includes a review of the services FPL 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, the Compensation Committee undertook a comprehensive review to develop an appropriateof its peer group of companies to review with the goal of evaluating the competitiveness of the Company'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 /metropolitanDC/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 selecteddetermined to continue to use the peer group shown below.

       FPL noted in its peer group recommendation that the Company has two somewhat unique characteristics compared to the peers and broader industry that are not directly captured in its total capitalization: (1) the Company's significant development pipeline adds a degree of complexity that may not be matched at a number of its peers and (2) the Company manages a meaningful funds business which distinguishes it from most other public REITs.

       The peer group recommended by the compensation consultant and approved by the Compensation Committee consists of 14 public real estate companies. As of year-end 2017,September 30, 2018, this peer group had total capitalization ranging from approximately $3.6$3.7 billion to $34.5$34 billion, with a median of approximately

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$7.8approximately $7.5 billion. Our total capitalization at that time of approximately $6.9$7.2 billion ranked below the median. This Peer Group is comprised ofpeer group comprises the following companies:

Changes in Executive Management

       At the time of the formation transaction in 2017, management expected that certain executives' roles would change once the integration of JBG and Vornado's Washington, DC business was completed in mid-2018. As a result, Brian Coulter, James Iker and Robert Stewart were determined to no longer be executive officers, and M. Moina Banerjee, upon the assumption of additional responsibilities and duties, has been determined to be an executive officer. Mr. Coulter has transitioned from his role as Co-Chief Development Officer to a role as Strategic Advisor, with Mr. Reynolds assuming full responsibility as Chief Development Officer. Mr. Iker continues his role of overseeing the wind down of the JBG Legacy Funds and serving as a voting member of our Investment Committee. Mr. Stewart, while no longer an executive officer, focuses on advising management, serves as a voting member of our Investment Committee and continues to serve as Vice Chairman of our Board of Trustees.

Elements of Executive Compensation Program