JBG SMITH Properties

The following is a summary of the elements of, and amounts paid under, our executive compensation programs for fiscal year 2023.

Target Pay Mix. We believe that the executive management team’s compensation should be appropriately at-risk and meaningfully dependent upon the achievement of robust and objective performance requirements. As illustrated below, approximately 90% of the Chief Executive Officer’s total target 2023 compensation and 77.9% of the other named executive officers’ total target 2023 compensation was variable and subject to Company performance.

Annual Base Salary. Our named executive officers’ base salaries represent a fixed level of compensation that is meant to reward them fairly for their value to the Company based on their respective roles and responsibilities. Our named executive officers’ 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 named executive officers’ annual base salaries for 2022, 2023 and 2024 are set forth in the table below.

Annual Cash Bonus. Each named executive officer has an opportunity to earn an annual cash bonus, which is designed to motivate achievement at both a company and individual level. Under the terms of their employment agreements, each of our named executive officers has a defined annual target bonus of 100% of his or her respective base salary. For our named executive officers, 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 2023, our Compensation Committee implemented threshold, target, and maximum short-term incentive compensation amounts based on achieving a specified number of performance metrics, with the ability to interpolate the precise bonus amounts to the extent the number of goals met falls in between any of the following levels.

Additionally, our executives have the option to elect to receive all or a portion of their cash bonuses in the form of LTIP Units. As indicated in the charts below, Messrs. Kelly and Xanders each participated in this option, with each electing to receive 100% of their 2023 cash bonuses in the form of fully vested LTIP Units. Pursuant to the amended and restated partnership agreement (the “partnership agreement”), LTIP Units are not redeemable for common shares until two years after the date of grant.

2023 Actual Executive Pay Mix Before and

After Cash Bonus Equity Election

Before Cash Bonus Equity Election

After Cash Bonus Equity Election

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, Operating Portfolio Net Operating Income (NOI), and improvements in our ESG efforts.

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

Fiscal Year 2023 Executive Bonus Objectives

The table below summarizes the Company’s 2023 performance against each of the performance objectives established by the Compensation Committee in February, as well as the significance of each performance objective for purposes of determining executive compensation.

FINANCIAL OBJECTIVE (30%): Operating Portfolio Net Operating Income (NOI)(1)** **

Why is this objective important? NOI is a supplemental portfolio performance measure that reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items, and is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets.

Performance: For the year ended December 31, 2023, the Company achieved NOI of $322.0 million, which exceeded its target goal by approximately 3.5%.

STRATEGIC OBJECTIVES (60%): Out of 8 strategic objectives, must meet 4 objectives for Threshold, 5 objectives for Target, and 7 objectives for Maximum payout.

#1 Capital Allocation/Dispositions: Actively market for sale or recapitalization assets totaling $500.0M in estimated value, subject to market conditions

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 with higher expected returns.

Performance: Despite the ongoing negative impact of the pandemic on office space usage and the adverse impact of extremely challenging debt capital markets on real estate capital markets, the Company exceeded its goal for marketing for sale assets by approximately $165 million.

#2 Address $398.0M of debt maturities either through sale, modification, or refinance and recast revolving credit facility, subject to market conditions

Why is this objective important? Ensuring the Company’s debt maturities are satisfactorily addressed allows us to maintain positive relationships with the Company’s lenders and provides for a strong balance sheet.

Performance: The debt capital markets were extremely challenging in 2023 due to ongoing effects of the pandemic on valuations of commercial assets as well as exceptionally high interest rates. Despite these challenging conditions, management successfully addressed $398 million of debt maturing in 2023 and recast its credit facility into a $750 million facility that now matures in 2028.

#3 Entitle 1.1M SF of estimated potential development density, subject to uninterrupted jurisdictional review processes

Why is this objective important? Successfully executing our development plans requires that we receive entitlements on land in our development pipeline to monetize that land through development, sale or ground lease. This is a critical component of our business strategy.

Performance: The Company exceeded its objective by successfully entitling Gallaudet Parcel 4 (644,200 square feet) and 1415 S. Eads Street (531,400 square feet), exceeding its goal by 75,600 square feet.

#4** **Submit entitlement applications for 625K SF of estimated potential development density

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

Performance: The Company submitted entitlement applications for an aggregate 373,000 square feet, for 2525 Crystal Drive, failing to meet its objective by 252,000 square feet. However, the Company intentionally did not submit entitlement applications for land in Potomac Yard as planned due to the unexpected potential opportunity to develop an arena for Monumental Sports & Entertainment and other nearby assets. While the Company technically did not meet this objective, the Compensation Committee took into account the reason therefore.

#5** **Achieve substantial completion of Metropolitan Park, Amazon’s first phase of its new headquarters, subject to Amazon

Why is this objective important? Amazon’s headquarters is a significant catalyst for National Landing and delivering it was critical to creating demand for our office space and our placemaking efforts in the neighborhood.

Performance: We completed construction of Metropolitan Park for Amazon in the second quarter of 2023 at which point this objective was met.

#6** **Achieve multifamily in-service portfolio occupancy of 93.4%, excluding 2221 S. Clark Street and 900 W Street, adjusted for portfolio composition changes

Why is this objective important? As we transition to being a majority multifamily company, maintaining the occupancy of our multifamily assets at acceptable levels becomes more important to our business.

Performance: We exceeded this objective by 130 basis points.

**#7:Office leases **

Why is this objective important? We generate revenue and cash by leasing commercial assets. Our ability to effectively lease 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 the pandemic and hybrid work policies continued to adversely impact the demand for office leasing in 2023. Many prospective tenants were wary of committing to new or additional space given the continued uncertainty regarding how office space might be used differently going forward. Nonetheless, due to extraordinary efforts of the Company’s leasing team, especially with respect to renewing 350,000 square feet leased to Amazon, we exceeded this objective by approximately 48%.

**#8:**Present value of executed office leases to budget

Why is this objective important? Like all important business decisions, due to the long tenure of office leases, we assess leasing transactions by measurement of their impact on the Company’s long-term Net Asset Value per share. Accordingly, the rental rate to be received at inception and throughout the lease term and the cost of tenant improvements and other landlord concessions relative to management’s assessment of market rates (as reflected in the Company’s annual budget) impacts the Company’s long-term Net Asset Value per share.

Performance: While the lasting effects of the pandemic and resulting shift to hybrid work continued to adversely impact the demand for office leasing, the present value of office leases executed in 2023 exceeded budget, and the Company exceeded this objective by 75.2%.

ESG OBJECTIVES (10%): Out of a total of 20 points based on the below scorecard, must get 12 points for Threshold, 15 points for Target and 17 points for Maximum payout**.**

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

Performance: In 2023, the Company created a scorecard covering the significant elements of our ESG effort. The scorecard is set forth below and includes sustainability, governance, human capital, and D&I elements. The Company attained the maximum 20 out of 20 points on the scorecard.

The Compensation Committee determined that the Company met a sufficient number of objectives set in February 2023 that, when weighted as described above, entitled executives to receive the maximum bonus of 150% of target. Consequently, the Compensation Committee awarded a bonus of 150% of target to the Company’s named executive officers.

2023 Bonus Amount and Composition

Equity Incentive Compensation. We provide equity awards pursuant to 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.

2023 Annual Equity Grants

In 2021, the Compensation Committee reviewed the components of the Company’s annual equity award structure and in consultation with its compensation consultant, determined to modify the performance-based portion of that structure to more effectively incentivize its executives. The Compensation Committee determined to replace the performance-based LTIPs with AO LTIP Units that have economics identical to stock options. The AO LTIP Units were structured with a participation threshold of 110% of the grant date price, vest 50% on the third and fourth anniversaries of the grant date and have a term of 10 years. The AO LTIP Units also included a relative TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 1% of the target number of AO LTIP Units subject to the award for each percentage point the Company’s TSR relative to the companies in the Nareit FTSE Equity Office Index with a market capitalization greater than $400 million, but excluding Alexandria Real Estate Equities (the “Index”), is above the 75 th percentile or below the 25 th percentile, respectively, over the period commencing on the grant date and ending on the third anniversary of the grant date (the “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 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. This modification to the Company’s annual equity award structure was discussed in the meetings with investors, and investors understood and supported the rationale for the shift in our approach (i.e., the Company is currently transitioning to majority multifamily, and its performance relative to either office or multifamily companies is not as relevant during this transitory period as absolute share

price performance is) to focus more on the Company’s share price performance while including a relative performance component. These AO LTIP Units were included in the annual equity awards granted in January of 2021, 2022 and 2023.

On January 3, 2023, we granted AO LTIP Units to each named executive officer under the Omnibus Plan and the partnership agreement. For the AO LTIP Units granted on January 3, 2023, 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 the date the number of AO LTIP Units that becomes earned is determined and the remaining 50% will vest January 3, 2027, 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.

On January 3, 2023 each named executive officer also 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 3, 2024, subject to continued employment.

The table below provides information on the 2023 annual equity grants made to each of our named executive officers.

Results of 2021 Performance-Based LTIP Units** **

On January 1, 2021, each named executive officer received an award of LTIP Units with performance-based vesting requirements (“2021 Performance-Based LTIP Units”) that were eligible to vest based on the relative TSR of JBG SMITH compared to our Peer Companies, as well as absolute TSR, over the three-year performance period beginning on the January 1, 2021 grant date. The terms of the 2021 Performance-Based LTIP Units provide that if our TSR is negative for the three-year performance period, 50% of the units that otherwise would have been earned based on relative TSR are automatically forfeited at the end of the performance period, and only 50% of the 2021 Performance-Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if our TSR becomes positive within seven years following the end of the three-year performance period.

The relative TSR goals for the 2021 Performance-Based LTIP Units were set at the outset of the three-year period and the Company failed to attain the threshold levels of performance, resulting in a 0% payout for these awards:

The total 2023 compensation received by each of our named executive officers is as follows:

The graphic below summarizes the status and payout percentages of the performance-based award grants 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, 2023). As shown, Company executives have earned below 50% of maximum payout in each of the last three completed periods, 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 between 2018-2023 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 both our CEO, whose base salary has not increased since 2018, and each of our NEOs is approximately one-half of the awards’ value at date of grant and reported in the Summary Compensation 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 Summary Compensation Table. For purposes of calculating the value of the LTIPs 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 and our strategy to transition to a majority multifamily portfolio 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 new headquarters and the delivery of the first phase thereof, Metropolitan Park, in 2023, as well as the announced planned relocation of Monumental Sports & Entertainment to National Landing, which is expected to generate 8.1 million square feet of future development opportunities, subject to definitive documentation and applicable governmental approvals. 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 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 target bonus have been unchanged since 2017, and Mr. Kelly has elected to receive 100% of his bonus in equity for six consecutive years. Since 2018, Mr. Kelly’s aggregate compensation mix is 8.1% cash and 91.9% equity.

Revised Structure of 2024 Annual Performance-Based Awards

AO LTIP Units were first included in our annual equity awards granted in January 2021 as a replacement for performance based LTIPs. In addition to a participation threshold of 110% of the grant date price, the AO LTIPs also initially included a relative TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 1% of the target number of AO LTIP Units subject to the award for each percentage point the Company’s TSR relative to our peer companies (as defined in the applicable award agreement) is above the 75 th percentile or below the 25 th percentile, respectively, over the performance period. The inclusion of AO LTIPs in our annual equity award structure was discussed in meetings with investors, who expressed support for the shift in our approach away from performance based LTIPs. Investors also understood that, in light of the Company’s ongoing transition to majority multifamily, its performance relative to either office or multifamily companies is not as relevant as absolute share price performance during the transitory period. We nonetheless believe continued inclusion of a relative performance modifier as a component of our AO LTIP structure is warranted during this transition period, and we have strengthened this modifier as our transition has progressed. In 2023, the Compensation Committee determined to revise and simplify the relative TSR modifier component of the AO LTIP Units such that it would have a greater impact on the economics of the awards. To that end, for the AO LTIP Units issued in January 2024, the relative TSR modifier will increase the number of AO LTIP Units that will ultimately be earned by 25% if the Company’s TSR relative to the Index is above the 75 th percentile and reduce the number of AO LTIP Units that will ultimately be earned by 25% if the Company’s TSR relative to the Index is below the 25 th percentile.