JBG SMITH Properties

About this filing

Proxy Statement

For the period ended Apr 25, 2024. Filed Mar 13, 2024.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 25, 2024 · Filed Mar 13, 2024

JBGS$12.44-0.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Our significant accomplishments in 2023 include:

Announced Monumental Sports & Entertainment’s planned relocation to National Landing. We plan to develop a new arena for the Washington Wizards and Capitals in the Potomac Yard section of National Landing in addition to a global corporate headquarters for Monumental, Monumental’s Sports Network media studio, the Wizards practice facility, a performing arts venue and an expanded e-sports facility adjacent to the Virginia Tech Innovation Campus, the recently delivered Potomac Yard-VT Metro Station, and approximately 8.1 million square feet of future development opportunities, of which we own approximately 1.5 million square feet and serve as master developer for the remainder. The planned development is subject to definitive documentation and applicable governmental approvals.

Achieved strong operating performance despite macroeconomic headwinds: multifamily portfolio occupancy increased by 110 basis points year-over-year, ending the year at 94.7%; completed 927,000 square feet of office leases with a weighted average lease term of 5.5 years; and continued to see consistent demand for office space in National Landing from defense and technology industries (90.3% of leases (on a square footage basis) executed in 2023 were with defense and technology tenants).

Continued as a market leader in sustainability and housing affordability: ●United States Green Building Council Leadership award for Organizational Excellence ●5-star ranking in the GRESB Assessment for our operating portfolio and development pipeline, ranking second in our sector as a U.S. Diversified Office/Residential company and first in our sector in the development assessment for U.S. Residential Listed companies●Nareit Leader in the Light●Invested in 268 affordable housing units through the WHI Impact Pool which has preserved 2,833 affordable housing units across five jurisdictions, satisfying almost 95% of its goal to finance 3,000 units by 2025.

Completed the 2.1 million square foot Metropolitan Park, the first phase of Amazon’s new headquarters in National Landing.

Streamlined business operations amidst transition to majority multifamily and realized total G&A savings of approximately 10%: reorganized teams and internal processes to help scale our multifamily portfolio; and neared completion on 1,583 under-construction multifamily units, furthering our transformation to a majority multifamily company.

Doubled Crystal Drive retail and delivered two critical placemaking projects in National Landing: Water Park, a 1.6-acre dining destination comprising 11 different food and drink concepts; and Surreal, a unique indoor/outdoor dining concept by Michelin-rated chef Enrique Limardo of Seven Restaurant Group.

Addressed over $1.0 billion in debt in challenging market conditions: recast our $750 million revolving credit facility with a fully extended maturity date of June 2028; and addressed $398 million of debt maturing in 2023. As of year-end our weighted average debt maturity stands at 3.7 years, after adjusting for by-right extension options.

Completed $444.1 million of dispositions at attractive valuations and a weighted average capitalization rate of 5.1% (5.8% on income-producing assets and $46 per square foot on over 1.0 million square feet of land).

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement will first be made available to shareholders on or about March 13, 2024.

Annual Meeting of Shareholders

	DATE AND TIMEApril 25, 2024 at 8:30 a.m. (EDT)		LOCATIONYou can virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/ JBGS2024.		RECORD DATEFebruary 26, 2024Number of Common Shares Outstanding and Eligible to Vote at the Meeting as of February 26, 2024: 91,682,472

Voting Matters

Shareholders are being asked to vote on the following matters at the Annual Meeting:

Proposals		BoardRecommendation
1.	Election of 10 Trustees (page 13)		FOR eachnominee
2.	Say-on-Pay: Advisory Vote on Executive Compensation (page 19)		FOR
3.	Say-on-Frequency: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation (page 20)		1 YEAR
4.	Amendment to the 2017 Omnibus Share Plan to Increase the Number of Common Shares Available for Issuance under the Plan (page 21)		FOR
5.	Ratification of the Appointment of Deloitte & Touche LLP for 2024 (page 27)		FOR

Our Business

The Company

JBG SMITH owns, operates, invests in, and develops mixed-use properties in high-growth and high barrier-to-entry submarkets in and around Washington, DC, most notably National Landing. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, DC metropolitan area. Approximately 75.0% of JBG SMITH’s holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon’s new headquarters; Virginia Tech’s under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and JBG SMITH’s deployment of 5G digital infrastructure. JBG SMITH’s dynamic portfolio currently comprises 14.2 million square feet of high- growth office, multifamily, and retail assets at share, 99% of which are Metro-served. It also maintains a development pipeline encompassing 8.8 million square feet of mixed-use, primarily multifamily, development opportunities. JBG SMITH is committed to the operation and development of green, smart, and healthy buildings and plans to maintain carbon neutral operations annually.


2024 PROXY STATEMENT	4

2023 Business Performance Highlights

Our significant accomplishments in 2023 include:


5	JBG SMITH PROPERTIES

Executive Compensation

Our executive compensation program emphasizes performance over the long term by focusing on three important goals:

Alignment with shareholder interests by requiring significant share ownership, tying substantial portions of pay to performance and paying a majority of compensation in equity subject to performance and multi-year vesting periods;

Attracting and retaining the highest caliber executives who possess the skills to continue to grow and manage our business successfully; and

Motivating our executives to achieve corporate and individual objectives.

Annual Executive Compensation Elements and Objectives


Total Compensation		Pay Element		Objectives
		Base Salary		To provide competitive fixed pay at a level that fairly rewards executives for their value to the organization in successfully performing their respective roles


	FixedComponent


				Annual Incentive Cash Bonus		To incentivize management to achieve the Company’s strategic and financial goals for the fiscal year, based on quantitative metrics established by the Compensation Committee at the beginning of the year







	Performance- Based Component		Annual Time-Based Equity Incentive		To align recipients with shareholders, and retain and motivate executives to create long-term shareholder value



				Annual Performance-Based Equity Incentive		To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding executives for TSR performance in excess of predetermined absolute and relative hurdles


2024 PROXY STATEMENT	6

2023 Executive Target Pay Mix

As described in the section titled “Elements of Executive Compensation Program” below, W. Matthew Kelly and George L. Xanders each elected to receive 100% of their 2023 cash bonuses in the form of equity awards.

2023 Actual Executive Pay Mix Before andAfter Cash Bonus Equity Election	2023 Annual Performance-Based Equity Structure
Before Cash Bonus Equity Election
After Cash Bonus Equity Election


7	JBG SMITH PROPERTIES

Corporate Governance Highlights

Our corporate governance is structured in a manner that the Board of Trustees (the “Board”) believes closely aligns the Company’s interests with those of our shareholders.

Our Board and its Corporate Governance and Nominating Committee remain attentive to and consider proposed corporate governance changes with two overarching principles in mind: that (i) governance of a public company by the majority of its shareholders is fair, and (ii) the Company should align itself with the governance practices of corporate America generally, not just REITs.

Notable features of our corporate governance structure include the following:


SHAREHOLDER ALIGNMENT

✔	Annual election of Trustees

✔	Majority voting standard in uncontested Trustee elections, with mandatory resignation policy for Trustees who do not receive the required number of votes for election

✔	Shareholder proxy access

✔	9 out of 10 current Trustees are independent

✔	Share ownership requirements for executive officers and Trustees

✔	Policy prohibiting hedging or pledging of Company securities by our executive officers, including named executive officers, and hedging by Trustees

✔	No “poison pill”

✔	Shareholders may amend the bylaws by a majority vote of shares entitled to be cast

✔	“Clawback” policy for performance-based compensation

✔	Diversity of skills, experience, age, gender, and background of Trustees

✔	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

✔	The Company has opted out of the Maryland Unsolicited Takeovers Act

✔	The Company has opted out of the Maryland Business Corporation Act

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.