JBG SMITH Properties

The following is a summary of the elements of, and amounts paid under, our executive compensation programs for 2025.

Annual Base Salary. Our NEOs’ 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 NEOs’ base salaries were negotiated as a part of their employment agreements, each of which provides that the officer’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 each executive’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. Our NEOs’ annual base salaries for 2024, 2025, and 2026 are set forth in the table below.

Annual Cash Bonus. Each NEO 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 NEOs has a defined annual target bonus of 100% of his or her respective base salary. For our NEOs, 100% of their bonuses depends upon the Company achieving specified goals set at the beginning of the year, such that there is no individual performance component.

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 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. Furthermore, the Compensation Committee recognizes that there should be flexibility within the bonus program to account for unusual and extraordinary events. The Compensation Committee believes it is prudent to undertake 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 set of goals, each weighted according to its importance, should be met to earn threshold, target, and maximum bonus amounts (as a percentage of salary). For 2025, our Compensation Committee implemented threshold, target, and maximum short-term incentive compensation amounts based on achieving specified performance metrics, with the ability to interpolate the precise bonus amounts to the extent achievement levels fall in between any of the stated metrics.

Additionally, our executives have the option to elect to receive all or a portion of their cash bonuses in the form of LTIP Units. Messrs. Kelly and Xanders participated in this option electing to receive 100% of their 2025 cash bonuses in the form of fully vested LTIP Units. Pursuant to the amended and restated limited partnership agreement of our operating partnership (as amended, the "partnership agreement"), LTIP Units are not redeemable for Common Shares until two years after the grant date.

Our Compensation Committee strives to make compensation decisions that reward management for executing our strategy with the goal of creating long-term value. We do not rely on a strict formulaic framework for measuring performance against short-term 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, occupancy, and EBITDA, as Adjusted.

The Compensation Committee believes that combining a quantitative and a qualitative assessment against pre-established goals allows it to:

2025 Executive Bonus Objectives

The table below summarizes the Company’s 2025 performance against each of the performance objectives established by the Compensation Committee in February 2025, as well as the significance of each performance objective for purposes of determining executive compensation.

FINANCIAL AND STRATEGIC OBJECTIVES (75% IN TOTAL):

#1 EBITDA, as Adjusted(1)** (35%)**

Why is this objective important? EBITDA, as Adjusted, is a non-GAAP financial measure. EBITDA, as Adjusted, is used by management as a supplemental operating performance measure, which we believe helps investors and lenders meaningfully evaluate and compare our operating performance from period-to-period by removing from our operating results the impact of our capital structure (primarily interest charges from our outstanding debt and the impact of our interest rate swaps and caps) and certain non-cash expenses (primarily depreciation and amortization expense on our assets).

Performance: For the year ended December 31, 2025, the Company achieved EBITDA, as Adjusted, of $189.4 million, which exceeded the maximum goal by approximately 2%.

#2 Sell or Recapitalize Assets (20%)

Why is this objective 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 assets with lower expected potential returns and allocate proceeds to other investments, including share repurchases, with higher expected returns.

Performance: Despite the extremely challenging capital markets and generally low level of real estate transaction activity, the Company exceeded its target for selling and recapitalizing assets by approximately $260.0 million.

#3 Execute New Office Leases (15%)

Why is this objective important? We generate revenue and cash by leasing commercial assets. Our ability to effectively execute new leases at these assets is an important measure of progress toward stabilizing our operating commercial portfolio. 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 received at inception and 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: The lasting effects of hybrid work policies combined with federal government reductions in force continued to adversely impact the demand for office leasing leading into 2025. However, during 2025, tour activity in National Landing was healthy and our prospective tenant pipeline continued to grow. Due to increased leasing activity, specifically in the third quarter, as well as the extraordinary efforts of the Company’s leasing team and the amenity-rich environment we have created in National Landing and its proximity to the Pentagon, we exceeded target by approximately 17%.

#4 Lease up of The Grace, Reva, The Zoe, and Valen in 2025 (5%)

Why is this objective important? Rapidly leasing up our newly delivered multifamily properties and generating the related NOI therefrom is critical to maximizing their value.

Performance: During the year, we increased occupancy at The Grace, Reva, The Zoe, and Valen by 413 units, falling short of our target by approximately 13%. The softness in the broader DC metro area multifamily market in the second half of 2025, largely the result of a tumultuous job market, adversely impacted the pace at which we were able to lease up these four new multifamily towers.

DEVELOPMENT OBJECTIVES (20%): Out of 4 strategic objectives, must meet 2 objectives for Threshold, 3 objectives for Target, and 4 objectives for Maximum payout.

#1 Complete The Zoe and Valen on Schedule and on Budget

Why is this objective important? Completing our under-construction assets on time and on budget is imperative to achieving our projected operating performance for those assets.

Performance: These assets were completed on time and on budget in 2025, meeting the target.

#2 Achieve Shovel-Ready Status for 315,000 Square Feet of Estimated Potential Development Density

Why is this objective important? Maximizing the value of assets in our development pipeline requires that these assets be fully entitled and ready for construction. At such point, these assets are most likely to be monetized through development, sale or ground lease and generate the highest potential return for the Company.

Performance: We met this target in November 2025.

#3** **Entitle 1.4M Square Feet of Estimated Potential Development Density

Why is this objective important? Successfully executing our development plans requires that we receive entitlements on land in our development pipeline, entitling these assets maximizes value and monetization opportunities. This is a critical component of our business strategy.

Performance: The Company entitled an aggregate 2.2M square feet for 2025, meeting the target.

#4 Submit Entitlement Applications for 460,000 Square Feet of Estimated Potential Development Density

Why is this objective important? Successfully executing our development plans requires that we submit assets in our development pipeline for entitlement to monetize the value of that land through development, sale, or ground lease. Completing the application for entitlement and submitting it in a timely manner is a critical component of our business strategy.

Performance: The Company achieved this target.

SUSTAINABILITY OBJECTIVES (5%): Out of 4 sustainability objectives, must meet 2 objectives for Threshold, 3 objectives for Target, and 4 objectives for Maximum payout**.**

Why is this objective important? The Company is committed to sustainability and believes it adds value to our business.

Performance: The Company attained three objectives.

Based on the objectives above, the Compensation Committee determined that the NEOs earned a bonus payout of 168% of target for calendar year 2025.

2025 Bonus Amount and Composition

Equity Incentive Compensation

We provide equity awards pursuant to our 2017 Omnibus Share Plan, as amended (the "Omnibus Plan"), which serves as the long-term incentive element of our target pay mix for our executive compensation. The Omnibus 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.

All the components of our 2025 long-term incentive program are set forth below:

2025 Multi-Year Equity Grants

The AO LTIP Units awarded in 2025 include a total shareholder return ("TSR") modifier tied to the Company’s TSR relative to the companies in the Nareit FTSE Equity Office Index with a market capitalization greater than $400 million, (the "Index") pursuant to which the number of AO LTIP Units that will ultimately be earned will be increased by a flat 25% if the Company’s relative TSR is above the 75th percentile and reduced by a flat 25% if the Company’s relative TSR is below the 25th percentile during the three-year performance period. 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 common 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 AO LTIP Units granted on January 2, 2025, once the Compensation Committee determines the number of AO LTIP Units that become earned following the end of the three-year performance period, 50% of any AO LTIP Units that are earned will vest on January 2, 2028 and the remaining 50% will vest on January 2, 2029, subject to continued employment. The percentage of AO LTIP Units that may be earned (assuming the 110% of grant date price participation threshold is achieved) will be modified based on the relative TSR of JBG SMITH compared to the peer companies over the three-year performance period such that the maximum amount that can be earned is 125% of the target amount and the minimum that can be earned is 75% of the target amount. These AO LTIP Units have a five-year term.

On January 2, 2025, each NEO received an award of LTIP Units with time-based vesting requirements (the "Time-Based LTIP Units") under the Omnibus Plan and the partnership agreement. The Time-Based LTIP Units vest in four equal annual installments beginning on January 2, 2026, subject to continued employment, and require a three-year post vesting hold.

On January 2, 2025, each NEO also received LTIP Units with performance-based vesting requirements ("NOI-Based LTIP Units") under the Omnibus Plan and the partnership agreement. The NOI-Based LTIP Units vest at the end of a three-year performance period contingent on our achievement of NOI targets. The NOI targets are set and measured annually by the Compensation Committee, and the NOI-Based LTIP Units earn based on threshold (25%), target (50%), and maximum (100%) performance levels, based on the average of the performance achieved during the three-year performance period. Since the NOI targets for subsequent years were not set at the time of issuance in January 2025, the awards are not considered granted for accounting purposes and, therefore, do not have a grant-date fair value. Accordingly, compensation expense for these awards is expected to be recognized beginning in 2027, when all the targets are known and a grant-date fair value is established.

The table below provides information on the 2025 annual equity grants made to each of our NEOs.

Results of 2023 AO LTIP Units

On January 3, 2023, each NEO, except Evan Regan-Levine, received an award of AO LTIP Units ("2023 AO LTIP Units"). The 2023 AO LTIP Units were granted at the maximum amount available to be earned, or 125% of the target amount, and included a performance-based modifier related to the relative TSR of JBG SMITH compared to our peer companies, as described above. Based on the Company’s relative TSR compared to our peer companies for the three years ended January 3, 2026, the target amount of 2023 AO LTIP Units, or 80% of the AO LTIP Units initially awarded were earned. The unearned 2023 AO LTIPS Units were forfeited.

The total 2025 compensation received by each of our NEOs is as follows:

(3) In addition to their other titles, Ms. Banerjee and Mr. Xanders were appointed Co-Presidents of the Company in February 2026.

The graphic below summarizes the status and payout percentages of the market-related performance-based awards granted since 2017, including those for which the performance period is in progress and those for which an award will be earned upon achievement of positive TSR (in which case payout percentages are based on the tracking status of the award as of December 31, 2025). As shown, Company executives have earned below 50% of maximum payout in the majority of the performance periods completed since inception, indicating that executive incentive pay is strongly impacted by Company performance and aligned with shareholder interests in that regard.

Below we have shown the grant date fair value of all CEO equity awards issued in the period from 2020-2025 versus the value actually realized on the date of vesting (or being tracked to realize for those awards that are still outstanding). Over this period, the actual realized pay value for our CEO, whose base salary has not increased since the Company's formation in 2017, is approximately 56% of the awards’ value at grant date and reported in the table below. We believe this realized pay value is indicative of our CEO’s alignment with our shareholders and illustrative of the importance of focusing upon actual pay realized rather than the grant date values reported in the SCT. For purposes of calculating the value of the LTIP Units in lieu of cash bonuses received by our CEO in the realized pay graph below, we have used the closing price of our Common Shares on the grant date.

We believe our large development pipeline and placemaking strategy using multifamily, office, and retail assets as well as our extensive capital recycling program distinguish our business from the other REITs in our peer set. This long-term, complex strategy has produced several game-changing accomplishments, including the 2018 selection of National Landing as Amazon’s headquarters and the delivery of the first phase thereof, Metropolitan Park, in 2023, the delivery of multifamily properties - The Grace and Reva in 2024, and The Zoe and Valen in 2025, and significant other placemaking achievements in National Landing. However, as the graphics above indicate, the long-term effort to cultivate and capitalize upon these opportunities, often expected to span five or more years, is not reflected in the value of most of our long-term incentive awards, the performance periods of which are set at the three-year period which is the standard in our peer set.

As the graphic above indicates, Mr. Kelly’s base salary and, as a result, his target bonus have been unchanged since the Company's formation in 2017, and Mr. Kelly has elected to receive 100% of his bonus in equity for eight consecutive years. From 2018 through 2025, Mr. Kelly’s aggregate compensation mix is 8.6% cash and 91.4% equity.

Revised Structure of 2026 Annual Equity Awards

The Company’s ongoing strategy of recycling capital to ultimately increase its net asset value ("NAV") per share has resulted in the repurchase of approximately 62% of the Company’s common shares outstanding at the end of 2019, and similarly a reduction in the Company’s asset portfolio to generate the cash required to repurchase shares. Assuming the continuation of this strategy, the Company will continue to contract in size and, accordingly, will need to adjust its G&A expense load in the future. The Compensation Committee recognizes the need to retain key talent during this strategic transformation to a smaller company and to incentivize this talent to successfully execute this strategy.

Given that the goal of this strategy is to increase NAV per share and to have that increase reflected in the Company’s share price, the Compensation Committee added an additional component to the long-term incentive compensation structure of its NEOs to ensure that the program fully aligns with the Company’s strategy. This new component is directly tied to increasing the Company’s share price to $28 per share and is earned in 20% increments to the extent the Company’s shares trade for at least 60 consecutive days at $20, $22, $24, $26, and $28 per share during a five-year performance period commencing on the first anniversary of the grant date. If the Company achieves the highest share price threshold ($28), it would create approximately $820.0 million of shareholder value (based on shares outstanding and share price on the grant date).

Long-Term Incentive Alignment Program

As is customary in the real estate industry, in connection with certain joint venture investments, the Company is and may in the future be entitled to an incentive payment (a "Promote") when returns from the investment exceed an applicable hurdle. If a hurdle is met, the Company is entitled to receive a Promote, typically a specific percentage of returns in excess of the hurdle.

As an additional incentive compensation tool, the Company has authorized employees of the Company, including our NEOs, to receive directly a portion of the Promote that the Company might be entitled to receive, on an investment-by-investment basis. The Compensation Committee approves the general terms of any arrangement in which employees may receive a portion of a Promote, and the specific portion of a Promote to which an executive officer may be entitled.

The Compensation Committee believes that allocating a portion of Promotes to our employees, including our executive officers, as a component of their overall compensation program is an important means of compensating and motivating such employees and necessary to attract and retain top talent. In addition, since the Company also receives a portion of the Promotes, we believe that using Promotes as a component of compensation further aligns the interests of our employees and our shareholders.

The timing and amount of payment of any Promote is unpredictable. We anticipate that such payments will be a highly variable element of executive compensation. While these Promotes may never be realized, if they are realized, the payments to employees, including our NEOs, may be meaningful.