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JBG SMITH Properties

For the period ended Apr 24, 2025. Filed Mar 12, 2025.

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About this filing

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 24, 2025 · Filed Mar 12, 2025

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

Elements of Executive Compensation Program

The following is a summary of the elements of, and amounts paid under, our executive compensation programs for 2024.

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 91.2% of the CEO’s total target 2024 compensation and 80.6% of the other NEOs’ total target 2024 compensation was variable and subject to Company performance.

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 2023, 2024 and 2025 are set forth in the table below.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · 2023 · Percentage · 2024 · Percentage · 2025
Name · ​ · Base Salary · ​ · Change · ​ · Base Salary · ​ · Change · ​ · Base Salary
W. Matthew Kelly​$750,000—​$750,000—​$750,000​
M. Moina Banerjee​$550,000—​$550,000—​$550,000​
Kevin “Kai” Reynolds​$500,000—​$500,000—​$—(1)​
George L. Xanders​$475,0005%​$500,000—​$500,000​
Steven A. Museles​$400,000—​$400,000—​$400,000​
(1)Consistent with the terms of Mr. Reynolds’ retirement and consulting agreement, effective as of December 31, 2024, Mr. Reynolds is expected to receive a monthly consulting fee of $41,667 until June 30, 2025.
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JBG SMITH PROPERTIES49

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 2024, 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. As indicated in the charts below, Messrs. Kelly and Xanders participated in this option electing to receive 100% and 50%, respectively, of their 2024 cash bonuses in the form of fully vested LTIP Units. Pursuant to the amended and restated limited partnership agreement of our Operating Partnership (the "partnership agreement"), LTIP Units are not redeemable for common shares until two years after the date of grant.

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502025 PROXY STATEMENT

2024 Actual NEO 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, and Operating Portfolio NOI.

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

●evaluate management’s performance annually while taking into account our focus on value creation over the long term;
●strike the appropriate balance between short-term objectives and long-term strategies; and
●properly emphasize objective results while also considering subjective factors when assessing management’s performance.
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JBG SMITH PROPERTIES51

2024 Executive Bonus Objectives

The table below summarizes the Company’s 2024 performance against each of the performance objectives established by the Compensation Committee in February 2024, as well as the significance of each performance objective for purposes of determining executive compensation.

FINANCIAL OBJECTIVES (70% IN TOTAL):

#1 Operating Portfolio NOI(1)** (30%)**

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Threshold​Target​Maximum​2024 Result​Achievement
$255.0M​$265.0M​$275.0M​$287.2M​MAXIMUM

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. The Compensation Committee recognizes that the NOI target reflects a decrease from last year, but this decrease relates to the Company’s publicly stated strategy to dispose of certain assets to increase our portfolio concentration in National Landing. As assets are sold, a corresponding reduction in NOI results. Nonetheless, as the Company’s development assets are delivered, completed, and stabilized, it expects to generate additional NOI therefrom in 2025 and beyond. The Compensation Committee believes management has executed well on its stated strategy, and that the reduction in the NOI target for 2024 is justified.

Performance: For the year ended December 31, 2024, the Company achieved NOI of $287.2 million, which exceeded its target goal by approximately 8%. This outperformance was driven primarily by the pace of leasing at our recently delivered multifamily assets, The Grace and Reva, which were 68.6% leased as of year end and continue to lease faster than any of our other multifamily deliveries since 2017.

#2 Sell or Recapitalize Assets (20%)

0​​​​​​
​​
Threshold​Target​Maximum​2024 Result​Achievement
$200.0M​$300.0M​$500.0M​$373.7M​TARGET+

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 $74 million.

#3 Execute New Office Leases (15%)

0​​​​​​
​​
Threshold​Target​Maximum​2024 Result​Achievement
140K SF​240K SF​340K SF​324K SF​TARGET+

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 hybrid work policies continued to adversely impact the demand for office leasing leading into 2024. However, during 2024, tour activity in National Landing increased and our prospective tenant pipeline grew dramatically. Due to increased leasing activity, specifically in the second and fourth quarters, as well as the extraordinary efforts of the Company’s leasing

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522025 PROXY STATEMENT

team and the amenity-rich environment we have created in National Landing and its proximity to tech talent and the Pentagon, we exceeded target by approximately 35%.

#4 Lease up of The Grace and Reva by December 31, 2024 (5%)

0​​​​​​
​​
Threshold​Target​Maximum​2024 Result​Achievement
375 Units​425 Units​475 Units​552 Units​MAXIMUM

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: By year end, we had leased 552 units in The Grace and Reva, exceeding our target by approximately 30%. The Compensation Committee noted management’s efforts to lease the buildings as quickly as possible while at the same time growing rental rates, all without offering any concessions to lessees.

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

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Threshold​Target​Maximum​2024 Result​Achievement
2 Objectives​3 Objectives​4 Objectives​3 Objectives​TARGET

#1 Complete The Grace and Reva on Schedule and on Budget

​​
Target​2024 Result​Achievement
Complete The Grace and Reva on schedule and on budget​Completed on schedule and on budget in April 2024​MET

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

Performance: These assets were completed on time and on budget in April 2024, thus meeting the target.

#2 Achieve Shovel-Ready Status for 525,000 Square Feet of Estimated Potential Development Density

​​
Target​2024 Result​Achievement
Achieve shovel-ready status for 525,000 square feet of estimated potential development density​Achieved in October 2024​MET

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 October 2024.

#3****Submit Entitlement Applications for 750,000 Square Feet of Estimated Potential Development Density

​​
Target​2024 Result​Achievement
Submit entitlement applications for 750,000 square feet of estimated potential development density​876,000 square feet submitted​MET
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JBG SMITH PROPERTIES53

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 submitted entitlement applications for an aggregate 876,000 square feet for 1800 South Bell Street, 2100 Crystal Drive, and 2200 Crystal Drive, meeting this target.

#4 Entitle 350,000 Square Feet of Estimated Potential Development Density

​​
Target​2024 Result​Achievement
Entitle 350,000 square feet of estimated potential development density​0 square feet entitled​UNMET

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 failed to achieve this target.

SUSTAINABILITY OBJECTIVES (10%): Out of a total of 25 points based on the scorecard below, must earn 15 points for Threshold, 19 points for Target and 23 points for Maximum payout**.**

​​​​​​
Threshold​Target​Maximum​2024 Result​Achievement
15 Points​19 Points​23 Points​24 Points​MAXIMUM

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

Performance: In 2024, the Company created a scorecard covering the significant elements of our sustainability effort. The scorecard is set forth below and includes sustainability, governance and human capital elements. The Company attained 24 points.

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542025 PROXY STATEMENT
(1)NOI means net operating income, a non-GAAP financial measure management uses to assess an asset’s performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, commercial lease termination revenue, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles.

Notwithstanding that the Company met a sufficient number of objectives set in February 2024 that, when weighted as described above, entitled executives to receive a bonus of 133% of target (i.e., between target and maximum), the Compensation Committee determined that, in light of the Company’s calendar year 2024 share price performance, the bonus amount awarded to the Company’s NEOs should be reduced to 123%, resulting in an aggregate reduction of $270,000 in bonus payouts to our NEOs.

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JBG SMITH PROPERTIES55

2024 Bonus Amount and Composition

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Portion of
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Bonus
​ · ​ · Maximum · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Elected to be
​ · ​ · Bonus · ​ · ​ · Bonus · ​ · ​ · Bonus · ​ · Bonus · ​ · Taken in
Name · ​ · Opportunity · ​ · ​ · Earned · ​ · ​ · Reduction · ​ · Awarded · ​ · LTIP Units
W. Matthew Kelly​$1,125,000​$997,500​$(75,000)​$922,500100%
M. Moina Banerjee​$825,000​$731,500​$(55,000)​$676,500—​
Kevin “Kai” Reynolds​$750,000​$665,000​$(50,000)​$615,000—​
George L. Xanders​$750,000​$665,000​$(50,000)​$615,00050%
Steven A. Museles​$600,000​$532,000​$(40,000)​$492,000—​

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.

In response to the adverse impact that the pandemic and other macroeconomic events had on our business and our share price, and to enhance the retentive effect of certain of our previously granted LTIP Units, on May 30, 2024, our Compensation Committee made a one-time amendment to the “income tax book-up” share price required to be achieved with respect to certain LTIP Units granted between 2020 and 2023 to our employees, including our NEOs, and trustees (the “LTIP Unit Book-Up Modification”). The amended “income tax book-up” price was $13.84 per share and represents the price per share that must be achieved for the LTIP Units to be redeemed for OP Units. This change did not result in a repricing of the LTIP Units, the number of LTIP Units awarded did not change, the decline in economic value of the LTIP Units from the date of grant did not change and the one-for-one redemption ratio of the existing LTIP Units for OP Units was not altered. Thus, there was no change in the value that an employee would realize upon receiving shares in exchange for LTIP Units and, therefore, no additional dilution to shareholders. Vesting provisions were not modified, and each impacted LTIP Unit is now subject to a new two-year holding requirement. The LTIP Unit Book-Up Modification for our NEOs relates to 338,621 LTIP Units granted to Mr. Kelly, 63,102 LTIP Units granted to Ms. Banerjee, 27,412 LTIP Units granted to Mr. Reynolds, 103,441 LTIP Units granted to Mr. Xanders, and 60,269 LTIP Units granted to Mr. Museles, and resulted in an aggregate increase in the incremental fair value of those restricted units for accounting purposes of $495,580 for Mr. Kelly, $115,880 for Ms. Banerjee, $29,605 for Mr. Reynolds, $151,753 for Mr. Xanders and $112,821 for Mr. Museles. No modifications were made to the terms of our previously granted AO LTIP Units.

2024 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 LTIP units 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 total shareholder return ("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

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562025 PROXY STATEMENT

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"). For the AO LTIP Units awarded in 2024, the Compensation Committee revised the TSR modifier such that 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 75 th percentile and reduced by a flat 25% if the Company’s relative TSR is below the 25 th percentile. 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., given the Company’s portfolio composition, and the Company’s ongoing strategy of recycling capital by disposing of certain assets which is likely to continue to materially impact that composition, its performance relative to either pure office or multifamily companies is not as relevant as absolute share price performance) to focus more on the Company’s share price performance while including a relative performance component. When the Company achieves its desired portfolio composition, the Committee intends to consider implementing a more standard performance equity program for REITs that relies more heavily on TSR to earn.

The AO LTIP Units described above were included in the annual equity awards granted in January 2022, 2023, and 2024.

On January 2, 2024, we granted AO LTIP Units to each NEO under the Omnibus Plan and the partnership agreement. For the AO LTIP Units granted on January 2, 2024, 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 on January 2, 2028, 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 2, 2024, each NEO 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 2, 2025, subject to continued employment.

The table below provides information on the 2024 annual equity grants made to each of our NEOs.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · AO LTIP Units · Time-Based LTIP Units
Name​#(1)Value(2)​#(3)Value(4)
W. Matthew Kelly923,482​$3,499,997217,797​$3,499,998
M. Moina Banerjee207,783​$787,49849,004​$787,494
Kevin “Kai” Reynolds237,467​$900,00056,004​$899,984
George L. Xanders211,081​$799,99749,782​$799,997
Steven A. Museles157,651​$597,49737,181​$597,499
(1)Represents the number of AO LTIP Units that may be earned if maximum relative TSR performance under the AO LTIP Unit award is achieved.
(2)Represents the grant date fair value of the AO LTIP Units granted on January 2, 2024, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
(3)Represents the number of Time-Based LTIP Units that may be earned if the NEO remains employed through all applicable vesting dates.
(4)Represents the grant date fair value of the Time-Based LTIP Units granted on January 2, 2024, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
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JBG SMITH PROPERTIES57

Results of 2022 AO LTIP Units

On January 3, 2022, each NEO received an award of AO LTIP Units ("2022 AO LTIP Units"). The 2022 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, 2025, each NEO earned the target amount of 2022 AO LTIP Units, or 80% of the AO LTIP Units initially awarded.

The relative TSR goals for the 2022 AO LTIP Unit modifier were set at the outset of the three-year period, and the Company attained the target level of performance:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​​​​Payout
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Actual · ​ · ( as percentage
​ · ​ · Threshold · ​ · Target · ​ · Maximum · ​ · Performance · ​ · of initial award)
Relative TSR25th percentile25th - 75th percentileAbove 75th percentile47th percentile80%

The total 2024 compensation received by each of our NEOs is as follows:

​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Annual · ​ · ​ · ​ · ​
​ · ​ · Base · ​ · ​ · ​ · ​ · Share · ​ · All Other · ​ · Total
Name and Principal Position(1) · ​ · Salary · ​ · Bonus · ​ · Awards(2) · ​ · Compensation · ​ · Compensation
W. Matthew Kelly​$750,000​$922,500​$7,495,575​$11,717​$9,179,792
Chief Executive Officer​​​​​​​​​​​​​​​
M. Moina Banerjee​$550,000​$676,500​$1,690,872​$11,717​$2,929,089
Chief Financial Officer​​​​​​​​​​​​​​​
Kevin “Kai” Reynolds​$500,000​$615,000​$1,829,589​$11,717​$2,956,306
Former Chief Development Officer​​​​​​​​​​​​​​​
George Xanders​$500,000​$615,000​$1,751,746​$11,717​$2,878,463
Chief Investment Officer​​​​​​​​​​​​​​​
Steven A. Museles​$400,000​$492,000​$1,307,816​$11,714​$2,211,530
Chief Legal Officer​​​​​​​​​​​​​​​
(1)The foregoing table supplements and omits certain items required by SEC rules to be reported in the Summary Compensation Table ("SCT") presented in the "Compensation of Executive Officers" Section in this proxy statement and is not a substitute for the amounts reported in the SCT.
(2)Amounts reflect the aggregate grant date fair value of (i) Time-Based LTIP Units granted in January 2024 and (ii) AO LTIP Units granted in January 2024, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Amounts also reflect the fair value of the LTIP Unit book-up modification in May 2024. See "2024 Bonus Amount and Composition – Equity Incentive Compensation" for additional information.

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, 2024). As shown, Company executives have earned below 50% of maximum payout in the majority of the periods completed since inception, indicating that executive incentive pay is strongly impacted by Company performance and aligned with shareholder interests in that regard.

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582025 PROXY STATEMENT
1Status and percentage payout of in-flight awards assumes award measurement period ended on December 31, 2024.
2Percentage earned contingent upon achievement of positive TSR not later than January 30, 2030.
3As of December 31, 2024, the awards granted in 2023 and 2024 were tracking to earn 80% of their maximum payout based on their relative performance. The awards granted in 2022 earned 80% of their maximum payout based on their relative performance, but the share price was below the threshold share price necessary for the awards to be exercised.

Below we have shown the grant date fair value of all CEO equity awards issued in the period between 2020-2024 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 one-half of the awards’ value at date of grant and reported in the SCT, 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.

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JBG SMITH PROPERTIES59

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 The Grace and Reva multifamily properties in 2024, 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 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.

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602025 PROXY STATEMENT

As the graphic above indicates, Mr. Kelly’s base salary and 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 seven consecutive years. From 2018 through 2024, Mr. Kelly’s aggregate compensation mix is 8.1% cash and 91.9% equity.

Revised Structure of 2025 Annual Equity Awards

In reviewing the results of past performance equity awards, despite several changes made by the Compensation Committee to these awards in prior years, the Compensation Committee considered the fact that the majority of performance equity awards granted to date have either failed to earn or earned below target. The Compensation Committee grew concerned that the failure to earn on such a significant portion (25%) of the executives’ target compensation was disincentivizing and therefore not serving the purpose of long-term performance equity awards. Furthermore, the Compensation Committee believes that the awards’ failure to earn target levels was generally due to macroeconomic factors beyond management’s control and primarily related to the adverse impact of these factors on the Company’s share price, despite the Compensation Committee’s belief that management has been successfully executing on its stated strategy.

Despite the successful execution of the Company’s strategy in these challenging market conditions, most of management’s performance equity awards have not earned at target because they are tied to absolute and relative TSR. While the Compensation Committee understands those metrics are typically used for REIT performance equity, it believes that the Company’s long-term strategy, its extensive capital recycling program, and its complex structure, including a large development pipeline and a third-party business, has hindered its share price performance, resulting in the poor earning levels of the Company’s performance equity.

Consequently, the Compensation Committee believes that given current market conditions combined with where the Company is in achieving its strategy, a significant restructuring of the performance equity is necessary to properly incentivize management. For the

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JBG SMITH PROPERTIES61

2025 performance equity awards, therefore, the Compensation Committee implemented an additional component of performance equity based on the Company achieving its NOI target over a three-year period, with targets set and measured annually at the beginning of each year for 2025, 2026, and 2027 the (“Performance-Based LTIP Units”). While the targets are set and measured annually, the 2025 awards vest only in 2027 based on the average of the actual performance achieved each of the prior three years. Achievement levels for the Performance-Based LTIP Units are set for threshold, at which 25% of the awards may be earned, target, at which 50% of the awards may be earned and maximum performance, at which all the awards are earned. For income tax purposes, the Performance-Based LTIP Units will be issued at the maximum amount but such awards will be subject to forfeiture at the end of the performance period depending on actual performance. No shares are earned if performance is below threshold, and results will be interpolated between the levels of threshold, target, and maximum. The Performance-Based LTIP Units comprise 50% of the total annual equity awarded to management in 2025, with Time-based LTIP Units comprising 40% and AO LTIP Units (including a relative TSR modifier) comprising 10% of the total equity awards.

Long-Term Incentive Alignment Program

As part of the Company’s compensation plan going forward, the Compensation Committee may approve one or more multi-year performance-based profit-participation programs (collectively, “Promote Programs”). The Promote Programs will be designed to enhance shareholder value by motivating and aligning team members with respect to the execution of key strategic initiatives, and participation will be concentrated in individuals expected to most directly contribute to the achievement of these important objectives. No such Promote Programs have been approved to date.

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