JBG SMITH Properties

About this filing

Proxy Statement

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

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

Completed construction on The Grace and Reva, comprising 808 units, over 68% of which were leased as of December 31, 2024, representing the fastest lease-up pace of any multifamily asset we have delivered.

Achieved strong operating performance despite macroeconomic headwinds: in-service multifamily portfolio occupancy increased by 10 basis points year-over-year, ending the year at 94.8%; completed over 614,000 square feet of office leases at our share with a weighted average lease term of 6.5 years; and continued to see strong demand for office space in National Landing from defense and technology industries (81.9% of executed leases (on a square footage basis) were with defense and technology tenants). At year end, our office tenant prospect pipeline was as robust as it has been since before the pandemic.

Repurchased 10.9 million common shares at a weighted average price of $15.60 in 2024 for a total of 56.8 million common shares (approximately 38%) for $1.1 billion at a weighted average price of $19.87 since we commenced our share repurchase plan in 2020.

Completed $373.7 million of dispositions at attractive valuations and a weighted average capitalization rate of 5.4%.

Streamlined business operations realizing total G&A savings of approximately 8% for a total of approximately 34% savings since 2019.

Addressed over $620 million of debt and successfully refinanced The Grace and Reva despite challenging marketing conditions. At year end, our weighted average debt maturity was 3.7 years, after adjusting for by-right extension options.

Continued as a market leader in sustainability and housing affordability: •Received National Association of Real Estate Investment Trusts' ("Nareit") Sustainability Leadership Award – Impact at Scale• Maintained a 5-star ranking from GRESB for both our operating portfolio and development pipeline, ranking first within our peer groups• Received Nareit’s Leader in the Light Award for the third time (2021, 2023 and 2024)The Washington Housing Initiative ("WHI") was rebranded as LEO Impact Capital and surpassed its goal of financing 3,000 workforce housing units. Since 2018, LEO Impact Capital has invested in 3,018 workforce housing units across five jurisdictions.

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 12, 2025.

Annual Meeting of Shareholders

	DATE AND TIMEApril 24, 2025 at 8:30 a.m. (EDT)		LOCATIONYou can virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/JBGS2025.		RECORD DATEFebruary 25, 2025Number of Common Shares Outstanding and Eligible to Vote at the Meeting as of February 25, 2025: 82,048,414

Voting Matters

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

Proposals		BoardRecommendation
1.	Election of 10 Trustees (page 12)		FOR eachnominee
2.	Say-on-Pay: Advisory Vote on Executive Compensation (page 18)		FOR
3.	Ratification of the Appointment of Deloitte & Touche LLP for 2025 (page 19)		FOR

Our Business

The Company

JBG SMITH owns, operates and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, DC, most notably National Landing, that we believe have long-term growth potential and appeal to residential, office, and retail tenants. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, highly amenitized, 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 headquarters; Virginia Tech’s $1 billion Innovation Campus; proximity to the Pentagon; and JBG SMITH’s placemaking initiatives and public infrastructure improvements. JBG SMITH’s dynamic portfolio currently comprises 12.5 million square feet at share of multifamily, office and retail assets, 98% of which are Metro-served. It also maintains a development pipeline encompassing 8.9 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.


4	2025 PROXY STATEMENT

2024 Business Performance Highlights

Our significant accomplishments in 2024 include:


JBG SMITH PROPERTIES	5

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 performance in excess of predetermined absolute and relative hurdles


6	2025 PROXY STATEMENT

2024 Named Executive Officer ("NEO") Target Pay Mix

As described in the section titled "Elements of Executive Compensation Program" below, W. Matthew Kelly and George L. Xanders elected to receive 100% and 50%, respectively, of their 2024 cash bonuses in the form of equity awards.

2024 Actual NEO Pay Mix Before andAfter Cash Bonus Equity Election	2024 Annual Performance-Based Equity Structure
Before Cash Bonus Equity Election
After Cash Bonus Equity Election


JBG SMITH PROPERTIES	7

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

✔	Nine 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 NEOs, 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

✔	Range of skills, experience, and backgrounds 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

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