DEF 14A 1 jbgs3970491-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

JBG SMITH PROPERTIES

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

Our Mission
Our mission is to own and operate a high-quality portfolio of Metro-served, urban-infill multifamily, office, and retail assets concentrated in the Washington region—and to grow the portfolio through value-added development and acquisitions.
We are not just measured in square feet.
Focused exclusively in our Nation’s capital region, JBG SMITH is a fully integrated pure-play real estate investment trust (REIT) that owns, manages, and develops high-quality, mixed use real estate located in urban, infill locations. Our portfolio totals 17.4 million square feet of high-growth office, multifamily and retail assets at share in prime Washington, DC metro area locations, with a significant pipeline of new assets under construction and a robust collection of future development opportunities.
We are where investment meets community.
JBG SMITH is the successor to two of Washington’s most prolific, deeply rooted, regional real estate institutions and is a testament to over 65 years of building and maintaining best-in-class companies with breadth, integrity, creativity and a collaborative vision.

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Message from
Chief Executive Officer
March 17, 2022
Dear Shareholder:
You are cordially invited to the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of JBG SMITH Properties to be held on Friday, April 29, 2022 at 8:30 a.m., EDT. This year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually, vote your shares and submit questions during the Annual Meeting by visiting: www.virtualshareholdermeeting.com/JBGS2022.
At the Annual Meeting, shareholders will be asked to (i) elect 11 trustees to our Board of Trustees, (ii) approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement (“Say-on-Pay”), (iii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022, and (iv) transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. The accompanying Notice of Annual Meeting and Proxy Statement describe these matters.
Our Board of Trustees appreciates and encourages your participation in the Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented. Accordingly, please vote your shares by submitting your proxy. If you do attend the Annual Meeting, you may revoke your proxy by electronically voting during the Annual Meeting.
Pursuant to rules adopted by the U.S. Securities and Exchange Commission’s “notice and access” rules, we have elected to provide access to our proxy materials via the Internet. Accordingly, instead of mailing printed copies of those materials to each shareholder, our proxy materials are available at www.proxyvote.com. We anticipate sending a Notice of Internet Availability of Proxy Materials to our shareholders on or about March 17, 2022 that provides instructions on how to access our proxy materials on the Internet. Please read the enclosed information carefully before submitting your proxy.
Sincerely,
W. Matthew Kelly
Chief Executive Officer


2022 PROXY STATEMENT	1

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Notice of 2022 Annual Meeting
of Shareholders

To be held on April 29, 2022

To the Shareholders of JBG SMITH Properties:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), will be held in a virtual meeting format at www.virtualshareholdermeeting. com/JBGS2022 on Friday, April 29, 2022 at 8:30 a.m., local time, for the following purposes:

1.	To elect 11 trustees to the Board of Trustees to serve until the 2023 Annual Meeting of Shareholders and until their successors have been duly elected and qualify;
2.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Say-on-Pay”);
3.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and
4.	To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The foregoing items of business are more fully described in the Company’s Proxy Statement accompanying this Notice.

The Company knows of no other matters to come before the Annual Meeting. Only holders of record of the Company’s common shares at the close of business on February 28, 2022 are entitled to notice of and to vote at the Annual Meeting or at any adjournments or postponements thereof.

Regardless of the number of shares you hold, as a shareholder your role is very important, and the Board of Trustees strongly encourages you to exercise your right to vote. Pursuant to the U.S. Securities and Exchange Commission’s “notice and access” rules, the Company’s Proxy Statement and 2021 Annual Report to Shareholders are available online at www.proxyvote.com.

By Order of the Board of Trustees,

Steven A. Museles
Chief Legal Officer and Corporate Secretary
March 17, 2022
Bethesda, Maryland

Whether or not you plan to attend the virtual annual meeting, you are urged to vote by internet, by telephone, or by mail by completing, dating and signing the accompanying proxy card and returning it promptly in the postage-paid envelope provided. If you attend the annual meeting, you may revoke your proxy by electronically voting during the annual meeting.


2	JBG SMITH PROPERTIES

Table of Contents

Proxy Statement				4
Questions and Answers about the Annual Meeting				8
PROPOSAL 1	Election of Trustees			✓
Nominees for Election as Trustees		12	Vote Required and Recommendation	18
PROPOSAL 2	Advisory vote on Executive Compensation			✓
Vote Required and Recommendation		19
PROPOSAL 3	Ratification of the Appointment of Independent Registered Public Accounting Firm			✓
Vote Required and Recommendation		20	Pre-Approval Policies and Procedures	21
Principal Accountant Fees and Services		21
Audit Committee Report				22
Corporate Governance and Board Matters				23
Corporate Governance Profile		23	Board Oversight of Risk Management	35
Corporate Responsibility and Sustainability		26	Corporate Governance Guidelines	35
Board Leadership Structure		30	Code of Business Conduct and Ethics	36
Executive Sessions		30	Compensation of Trustees	36
Attendance of Trustees at 2021 Board and Committee			Company Policies	39
Meetings and Annual Meeting of Shareholders		31	Communications with the Board	40
Committees of the Board		31	Compensation Committee Interlocks and
Trustee Nominee Selection Process		33	Insider Participation	40
Executive Officers				41
Biographies		41
Compensation Discussion and Analysis				43
Executive Summary		43	Use of Comparative Market Data	47
Executive Compensation Philosophy and Objectives		44	Elements of Executive Compensation Program	49
Advisory Vote on Executive Compensation		46	Other Benefits and Policies	64
Annual Cash Incentive Program		46	Employment Agreements	64
Role of the Compensation Committee and Management		47	Tax and Accounting Considerations	64
Role of the Compensation Consultant		47
Compensation Committee Report				66
Compensation of Executive Officers				67
Summary Compensation Table		67	Employee Retirement Plan	75
Grants of Plan-Based Awards in 2021		68	Deferred Compensation	75
Narrative Disclosure to Summary Compensation			Potential Payments upon Termination or
Table and Grants of Plan-Based Awards Table		69	Change in Control	75
Outstanding Equity Awards at Fiscal Year-End			Equity Compensation Plan Information	81
December 31, 2021		72	CEO Pay Ratio	81
2021 Option Exercises and Shares Vested		75
Security Ownership of Certain Beneficial Owners and Management				82
Certain Relationships and Related Party Transactions				85
Miscellaneous				87
Other Matters to Come Before the Annual Meeting		87	Householding of Proxy Materials	87
Shareholder Proposals and Nominations for the 2023 Annual Meeting		87
Important Notice Regarding The Availability of Proxy Materials for The Shareholder Meeting to Be Held on April 29, 2022				88


2022 PROXY STATEMENT	3

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Proxy Statement

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 first will be made available to shareholders on or about March 17, 2022.

Annual Meeting of Shareholders

DATE AND TIME

LOCATION

RECORD DATE

April 29, 2022 at 8:30 a.m.
(EDT)

You can virtually attend the Annual Meeting at
www.virtualshareholdermeeting.com/ JBGS2022.

February 28, 2022

Number of Common Shares Outstanding and Eligible to Vote at the Meeting as of February 28, 2022 127,273,215 common shares

Voting Matters

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

Proposals			Board Recommendation
1. Election of 11 Trustees (page 12)			FOR each nominee
2. Say-on-Pay: Advisory Vote on Executive Compensation (page 19)			FOR
3. Ratification of the Appointment of Deloitte & Touche LLP for 2022 (page 20)			FOR

Our Business and Formation

The Company

JBG SMITH owns, operates, invests in and develops a dynamic portfolio of mixed-use properties in the high growth and high barrier-to-entry submarkets in and around Washington, DC. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, DC metropolitan area. Over half of JBG SMITH’s holdings are in the National Landing submarket in Northern Virginia, where it serves as the developer for Amazon’s new headquarters, and where Virginia Tech’s $1 billion Innovation Campus is under construction. JBG SMITH’s portfolio currently comprises 17.4 million square feet of high-growth office, multifamily and retail assets at share, 98% of which are metro-served. It also maintains a development pipeline encompassing 16.6 million square feet of mixed-use 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	JBG SMITH PROPERTIES

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2021 Business Performance Highlights

Our significant accomplishments in 2021 include:

Paved the way for Amazon’s continued expansion and expanded growth footprint surrounding Virginia Tech’s $1 Billion Innovation Campus in National Landing

Over 210,000 retail square feet, representing over 50 new retailers, well underway in National Landing

Establishing National Landing as first 5G-enabled connected city at scale in the country

Completed 1.7 million square feet of office leasing activity

Grew multifamily occupancy and rents and expanded multifamily portfolio by 3,313 units through development and acquisitions at an average yield of 5.9%

Advanced design and entitlement on 11.3 million square feet, or 77%, of our Development Pipeline

Concentrating portfolio in multifamily and National Landing office by successfully recycling non-core office and land holdings

Preserved our balance sheet strength and liquidity

Leading the market on ESG initiatives, including achieving carbon neutrality for energy consumed across our operating portfolio

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


2022 PROXY STATEMENT	5

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2021 Executive Target Pay Mix

As described in the section titled “Elements of Executive Compensation Program” below, W. Matthew Kelly and David P. Paul each elected to receive 100% of their 2021 cash bonuses in the form of equity awards.

2021 Actual Executive Pay Mix Before and After Cash Bonus Equity Election		Annual Performance-Based Equity Structure

Before Cash Bonus Equity Election After



After Cash Bonus Equity Election


6	JBG SMITH PROPERTIES

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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: (i) that governance of a public company by the majority of its shareholders is fair, and (ii) that 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
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 11 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 our trustees

✓

No “poison pill”

✓

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

✓

“Claw back” policy for performance-based compensation

✓

Diversity of skills, experience, gender 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


2022 PROXY STATEMENT	7

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Questions and Answers about the Annual Meeting

Why am I receiving this Proxy Statement?

This Proxy Statement is furnished by the Board of Trustees (the “Board”) of JBG SMITH Properties in connection with the Board’s solicitation of proxies for the 2022 Annual Meeting of Shareholders of JBG SMITH Properties (the “Annual Meeting”) to be held in a virtual meeting format at www.virtualshareholdermeeting.com/JBGS2022 on Friday, April 29, 2022 at 8:30 a.m., EDT, and at any adjournments or postponements thereof. This Proxy Statement will first be made available to shareholders on or about March 17, 2022.

We maintain a website at www.jbgsmith.com. Information on or accessible through our website is not and should not be considered part of this Proxy Statement.

Unless the context requires otherwise, references in this Proxy Statement to “JBG SMITH,” “we,” “our,” “us” and the “Company” refer to JBG SMITH Properties, a Maryland real estate investment trust (“REIT”), together with its consolidated subsidiaries.

Why did I not automatically receive a paper copy of the Proxy Statement, proxy card and Annual Report?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, rather than paper copies of our proxy materials, we are sending a Notice of Internet Availability of Proxy Materials (the “Proxy Notice”) to our shareholders that provides instructions on how to access our proxy materials on the Internet. Shareholders may follow the instructions in the Proxy Notice to elect to receive future proxy materials in print by mail or electronically by email.

What am I being asked to vote on?

You are being asked to vote on the following proposals:

•

Proposal 1 (Election of Trustees): The election of the 11 trustee nominees to the Board to serve until the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) and until their successors have been duly elected and qualify;

•

Proposal 2 (Say-on-Pay): The approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement (the “Say-on-Pay vote”); and

•

Proposal 3 (Ratification of the appointment of Deloitte & Touche LLP): The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

Our Board knows of no other matters to be brought before the Annual Meeting.

What are the Board’s voting recommendations?

The Board recommends that you vote as follows:

•

Proposal 1 (Election of Trustees): “FOR” each of the Board’s nominees for election as trustees;

•

Proposal 2 (Say-on-Pay): “FOR” the approval, on a non-binding advisory basis, of the compensation of our Company’s named executive officers as disclosed in this Proxy Statement; and

•

Proposal 3 (Ratification of the appointment of Deloitte & Touche LLP): “FOR” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.


8	JBG SMITH PROPERTIES

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Who is entitled to vote at the Annual Meeting?

The close of business on February 28, 2022 has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. Only holders of record of our common shares of beneficial interest (“common shares”) as of the close of business on the Record Date, or their duly appointed proxies, are entitled to receive notice of, to attend, and to vote at the Annual Meeting. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and you must obtain a proxy from your brokerage firm, bank, broker-dealer, trustee or nominee giving you the right to vote the shares at the Annual Meeting. On the Record Date, our outstanding voting securities consisted of 127,273,215 common shares.

What are the voting rights of shareholders?

Each common share is entitled to one vote on each matter to be voted. Votes in the election of trustees may not be cumulated.

How do I vote?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and the Proxy Notice was sent directly to you by us. If you are a shareholder of record, you may attend the virtual Annual Meeting and vote electronically during the Annual Meeting. If you choose not to attend and vote at the Annual Meeting, you may instruct the proxy holders named in the proxy card how to vote your common shares in one of the following ways until 11:59 P.M. Eastern Time on April 28, 2022:

•

Vote online. You can access proxy materials and vote at www.proxyvote.com. To vote online, you must have a shareholder identification number provided in the Proxy Notice.

•

Vote by telephone. You also have the option to vote by telephone by following the “Vote by Phone” instructions on the proxy card.

•

Vote by regular mail. If you received printed materials and would like to vote by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Proxy Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. If you choose not to attend and vote at the Annual Meeting, you should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form for this purpose.

Of course, you always may choose to attend the virtual Annual Meeting and vote your shares electronically during the Annual Meeting. If you do attend the virtual Annual Meeting and have already submitted a proxy, you may withdraw your proxy and vote electronically during the Annual Meeting.

How are proxy card votes counted?

Proxies submitted properly via one of the methods discussed above will be voted in accordance with the instructions contained therein. If the proxy is submitted but voting directions are not given, the proxy will be voted “FOR” each of the 11 trustee nominees, “FOR” approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, and “FOR” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and in such manner as the proxy holders named on the proxy (the “Proxy Agents”), in their discretion, determine upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, under applicable rules of the New York Stock Exchange (the “NYSE”) (the exchange on which our common shares are traded), the brokers will vote your shares according to the specific instructions they receive from you. If brokers that hold our common shares for a beneficial owner do not receive voting instructions from that owner at least 10 days prior to the Annual Meeting, the broker may vote only on a proposal if it is considered a “routine” matter under the NYSE’s rules. On “non-routine” matters, brokers do not have discretionary voting power and cannot vote without instructions from the beneficial owners, resulting in a so-called “broker non-vote.” Pursuant to the rules of the NYSE, the election of trustees and the Say-on-Pay proposals each are “non-routine” matters, and brokerage firms may not vote on these matters without instructions from their clients, resulting in broker non-votes. In contrast, ratification of the appointment of an independent registered public accounting firm is considered a “routine” matter under NYSE’s rules, which means that brokers have discretionary voting authority to the extent they have not received voting instructions from their client on the matter.


2022 PROXY STATEMENT	9

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How many votes are needed for the proposals to pass?

For each proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN”. A majority of all votes cast is required to elect each trustee (Proposal 1), to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (Proposal 2), and to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 (Proposal 3). A majority of all votes cast means that the shares voted “FOR” the proposal must exceed the votes “AGAINST” the proposal, and therefore abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote. However, both abstentions and broker non-votes will count toward the presence of a quorum.

What will constitute a quorum at the Annual Meeting?

Holders representing a majority of all votes of our outstanding common shares entitled to be cast at the Annual Meeting must be present, by means of remote communication, at the Annual Meeting or by proxy, for a quorum to exist. If the shares present in person via attendance at the virtual Annual Meeting or by proxy at the Annual Meeting do not constitute a quorum, the Annual Meeting may be adjourned to a subsequent time. Shares that are properly submitted by you or on your behalf will be treated as being present at the Annual Meeting for purposes of establishing a quorum. Accordingly, if you have returned a valid proxy or attend the virtual Annual Meeting, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the Annual Meeting. Broker non-votes also will be counted as present for purposes of determining the presence of a quorum.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the virtual Annual Meeting. If you send in your proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. You may revoke your proxy by electronically voting during the Annual Meeting. You may vote electronically during the Annual Meeting at www.virtualshareholdermeeting.com/JBGS2022 by entering your 16-digit control number and following the instructions. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the meeting as described above so that your vote will be counted if you later decide not to attend the meeting.

Who can attend, vote and ask questions at the Annual Meeting?

Only shareholders as of the Record Date, or their duly appointed proxies, may attend the virtual Annual Meeting. To enter the Annual Meeting and have the ability to submit questions during the Annual Meeting, shareholders must have their 16-digit control number available, which is provided in the Notice of Internet Availability of Proxy Materials. Only one shareholder per 16-digit control number can access the Annual Meeting. We encourage shareholders to log in to the website and access the virtual Annual Meeting before the Annual Meeting’s start time.

Shareholders may vote electronically during the Annual Meeting at www.virtualshareholdermeeting.com/JBGS2022 by entering your 16-digit control number and following the instructions.

During the Annual Meeting, we will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

What if I have technical difficulties or trouble accessing the virtual meeting?

If you encounter any technical difficulties accessing the virtual meeting or during the virtual meeting, please call: 1-844-986-0822, or if calling internationally, please call: 1-303-562-9302. We will have technicians ready to assist you.

Will any other matters be voted on?

The proposals set forth in this Proxy Statement constitute the only business that the Board intends to present at the Annual Meeting. The proxy does, however, confer discretionary authority upon the Proxy Agents or their substitutes to vote on any other business that may properly come before the meeting. If the Annual Meeting is postponed or adjourned, the Proxy Agents can vote your shares on the new meeting date as well, unless you have revoked your proxy.

Can I change my vote after I have voted?

You may revoke your proxy at any time prior to its use by (i) delivering a written notice of revocation to our Secretary, (ii) filing a duly executed proxy bearing a later date with us or (iii) attending the Annual Meeting and voting electronically during the Annual Meeting. If your common shares are held by a broker, bank or any other persons holding common shares on your behalf, you must contact that institution to revoke a previously authorized proxy.


10	JBG SMITH PROPERTIES

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Who is soliciting proxies for the Annual Meeting and who is paying for such solicitation?

The proxy for the Annual Meeting is being solicited by the Board. We will pay the costs of soliciting proxies. In addition to soliciting proxies by mail, certain of our trustees, officers and employees may solicit proxies by telephone, personal contact or other means of communication. They will not receive any additional compensation for these activities. In addition, we will, upon request, reimburse brokers, banks and other persons holding common shares on behalf of beneficial owners for the reasonable expenses incurred by them in forwarding proxy materials to beneficial owners.

No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, you should not rely on that information or representation as having been authorized by us. The delivery of this Proxy Statement does not imply that the information herein has remained unchanged since the date of this Proxy Statement.

Whom should I call if I have questions or need assistance voting my shares?

Please call Investor Relations at (240) 333-3805 or email brodgers@jbgsmith.com if you have any questions in connection with voting your shares.


2022 PROXY STATEMENT	11

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PROPOSAL 1

Election of Trustees

The Board has set the number of trustees at 11. Our declaration of trust provides that each trustee will be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies. There is no cumulative voting in the election of trustees.

Each of the individuals below currently serves on our Board, and each has been recommended by our Corporate Governance and Nominating Committee and nominated by our Board to serve on the Board until our 2023 Annual Meeting and until their respective successors are elected and qualify. Based on its review of the relationships between the trustees and the Company, the Board has determined that all of our trustees, except W. Matthew Kelly and Robert A. Stewart, are independent under applicable SEC and NYSE rules.

The Board has no reason to believe that any of the persons named below as a nominee for our Board will be unable, or will decline, to serve as a member of the Board if elected. If any nominee is unavailable for election or service, the Board may designate a substitute nominee, and the Proxy Agents will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board also may, as permitted by our bylaws, decrease the size of the Board.

The Corporate Governance and Nominating Committee has set forth a written policy including minimum qualifications that a trustee candidate must possess. In addition, the written policy sets forth certain additional qualities and skills that, while not a prerequisite for nomination, should be considered by the Corporate Governance and Nominating Committee when evaluating a particular candidate. See “Corporate Governance and Board Matters — Trustee Nominee Selection Process.”

Nominees for Election as Trustees

The table below sets forth the names of each of our trustee nominees, all of whose terms will expire at the 2023 Annual Meeting. For each person, the table lists the age, as well as the current positions and offices with the Company.

Name	Position with the Company	Served as Trustee since	Age as of the Annual Meeting
Phyllis R. Caldwell	Trustee	2021	62
Scott A. Estes	Trustee	2017	51
Alan S. Forman	Trustee	2017	56
Michael J. Glosserman	Trustee	2017	76
Charles E. Haldeman, Jr.	Trustee	2017	73
W. Matthew Kelly	Trustee, Chief Executive Officer	2017	49
Alisa M. Mall	Trustee	2020	44
Carol A. Melton	Trustee	2017	67
William J. Mulrow	Trustee	2017	66
D. Ellen Shuman	Trustee	2017	67
Robert A. Stewart	Chairman of the Board	2017	60


12	JBG SMITH PROPERTIES

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Set forth below is biographical information of each of our trustee nominees.

Phyllis R. Caldwell INDEPENDENT TRUSTEE
Age: 62 Trustee Since: 2021 Committees: None Other Current Public Boards: Ocwen Financial Corporation, One Main Financial Corporation, Oaktree Specialty Lending Corp	Background Ms. Caldwell has been a member of our Board since 2021. Ms. Caldwell is Chair of the Board of Directors of Ocwen Financial Corporation (NYSE: OCN) (“Ocwen”), a position she has held since March 15, 2016, and has served on the Ocwen board of directors since January 2015. Ms. Caldwell is founder and managing member of Wroxton Civic Ventures, LLC, which provides advisory services on various financial, housing and economic development matters, a position she has held since January 2012. Previously, Ms. Caldwell was Chief, Homeownership Preservation Office at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives established through the Troubled Asset Relief Program, from November 2009 to December 2011. Prior to such time, Ms. Caldwell held various leadership roles during her 11 years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Since January 2022, Ms. Caldwell has served as an independent director of Oaktree Specialty Lending Corp (NASDAQ: OCSL), where she serves on the Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee, and Co-Investment Committee. Since June 2021, has served as an independent director of One Main Financial (NYSE: OMF). From January 2014 to March 2021, Ms. Caldwell served as an independent director of City First Broadway. She was an independent director of Revolution Acceleration Acquisition Corp (NASDAQ: RAAC) from December 2020 to July 2021. Ms. Caldwell also serves on the boards of non-profit organizations engaged in housing and community development finance. Ms. Caldwell received her Master of Business Administration from the Robert H. Smith School of Business at the University of Maryland, College Park and holds a Bachelor of Arts in Sociology, also from the University of Maryland. Qualifications Ms. Caldwell was selected to serve on our Board based on her extensive experience in housing and economic matters.
Scott A. Estes INDEPENDENT TRUSTEE
Age: 51 Trustee Since: 2017 Committees: Audit (Chair), Compensation Other Current Public Boards: Essential Properties Realty Trust	Background Mr. Estes served as the Executive Vice President and Chief Financial Officer of Welltower Inc. (NYSE: HCN), a real estate investment trust focused on healthcare infrastructure from January 2009 through October 2017. Mr. Estes joined Welltower Inc. in April 2003 from Deutsche Bank Securities, a financial firm, where he served as Senior Equity Analyst and Vice President from January 2000 to April 2003. Since June 2018 Mr. Estes has served on the Board of Directors of Essential Properties Realty Trust (NYSE: EPRT), a real estate investment trust that acquires, owns and manages primarily single tenant properties, where he serves as the chair of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Estes received his Bachelor of Arts from the College of William and Mary. Qualifications Mr. Estes was selected to serve on our Board based on his financial and business experience as Chief Financial Officer of a large real estate investment trust with responsibilities including oversight of financial reporting, capital raising and allocation, corporate finance and accounting, investor relations, FP&A, tax, legal, internal audit and investment strategy.


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Alan S. Forman INDEPENDENT TRUSTEE
Age: 56 Trustee Since: 2017 Committees: Corporate Governance and Nominating (Chair), Compensation	Background From October 1997 until March 2022, Mr. Forman served as a Director of Investments at the Yale University Investments Office, the team charged with managing the University’s $42 billion endowment fund. Mr. Forman joined the Investments Office in October 1990 as a Senior Financial Analyst, and in October 1992 and October 1994, was promoted to Senior Associate and Associate Director, respectively. Mr. Forman previously served on the Board of Directors of Stemline Therapeutics Inc. (NASDAQ: STML), where he was the chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. Mr. Forman also previously served on the Board of Trustees of Acadia Realty Trust (NYSE: AKR), where he served as Chairman of the Compensation Committee and was a member of the Nominating and Corporate Governance Committee. Mr. Forman also served on the Board of Directors of Kimpton Group Holdings, which was ultimately sold to Intercontinental Hotels Group (NYSE: IHG). He served on the Compensation and Nominating and Governance Committees at Kimpton Group Holdings prior to its sale. Mr. Forman received a Bachelor of Arts from Dartmouth College and a Master of Business Administration from the Stern School of Business at New York University. Qualifications Mr. Forman was selected to serve on our Board based on his experience overseeing real estate investments for Yale University’s endowment and, in that capacity, his longstanding investment relationship with the legacy funds formerly organized by The JBG Companies.
Michael J. Glosserman INDEPENDENT TRUSTEE
Age: 76 Trustee Since: 2017 Committees: Corporate Governance and Nominating Other Current Public Boards: CoStar Group, Inc.	Background Mr. Glosserman worked at JBG from March 1979 until June 2017, and he served as a Managing Partner and chair of JBG’s Executive Committee from 2008 until June 2017. He began his career as a staff attorney with the U.S. Department of Justice in March 1971, before moving into commercial real estate investment and development in various senior positions with the Rouse Company between March 1972 and March 1979. He currently serves on the board of directors of the CoStar Group, Inc. (NASDAQ: CSGP), a provider of information, analytics and marketing services to the commercial real estate industry in the United States and United Kingdom. He received his Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and his Juris Doctor from the University of Texas Law School. Qualifications Mr. Glosserman was selected to serve on our Board based on his 50 years of experience in all facets of commercial and residential real estate investment, development, and operations.


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Charles E. Haldeman, Jr. INDEPENDENT TRUSTEE
Age: 73 Trustee Since: 2017 Committees: Audit, Corporate Governance and Nominating	Background From July 2009 to June 2012, Mr. Haldeman served as the Chief Executive Officer of the Federal Home Loan Mortgage Corporation, a public government sponsored enterprise that operates in the U.S. secondary mortgage market. Mr. Haldeman joined the Federal Home Loan Mortgage Corporation from Putnam Investments, where he served as President and Chief Executive Officer from November 2003 to June 2008 and Chairman from June 2008 to June 2009. Mr. Haldeman served as the Non-Executive Chairman of KCG Holdings (NYSE: KCG) from November 2013 until July 2017. From 2012 until May 2021, Mr. Haldeman served as a member of the Board of Directors of S&P Global (NYSE: SPGI), including as the Non-Executive Chairman from April 2015 to October 2020 and as a member of the Financial Policy and Nominating and Corporate Governance Committees. Mr. Haldeman also served as the director of DST Systems (NYSE: DST) from November 2014 until April 2018. Mr. Haldeman received his Bachelor of Arts from Dartmouth College, Summa Cum Laude, a Master of Business Administration from Harvard Business School, where he graduated with high distinction as a Baker Scholar, and a Juris Doctor from Harvard Law School. Qualifications Mr. Haldeman was selected to serve on our Board based on his managerial experience, in particular his experience overseeing the Federal Home Loan Mortgage Corporation’s strategy, operating plans and financial goals.
W. Matt Kelly CEO/TRUSTEE
Age: 49 Trustee Since: 2017 Committees: None	Background Mr. Kelly has served as our Chief Executive Officer and a member of the Board since our formation. Mr. Kelly worked at JBG from August 2004 until our formation in 2017 and served as Managing Partner and a member of JBG’s Executive Committee and Investment Committee from 2008 to our formation. Mr. Kelly was responsible for the day to day oversight of JBG’s investment strategy and the investment and acquisition activity of the JBG Legacy Funds. Prior to joining JBG, he was cofounder of ODAC Inc., a media software company, which he helped start in March 2000, and prior to that worked in private equity and investment banking as an analyst with Thomas H. Lee Partners in Boston, and Goldman Sachs, & Co (NYSE: GS) in New York. Mr. Kelly is a Trustee of the Urban Institute and serves as a member of the Nareit Executive Board and the Real Estate Roundtable. He also serves as Chairman of the Board of the Medstar Health Washington Hospital Center. Mr. Kelly has served in a number of academic posts including as an Executive in Residence of the Steers Center at the McDonough School of Business at Georgetown University. Mr. Kelly received his Bachelor of Arts with honors from Dartmouth College and a Master of Business Administration from Harvard Business School. Qualifications Mr. Kelly was selected to serve on our Board based on his experience as a successful business leader and entrepreneur, as well as the breadth and depth of his experience in all facets of commercial and residential real estate investment, development, and operations.


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Alisa M. Mall INDEPENDENT TRUSTEE
Age: 44 Trustee Since: 2020 Committees: Corporate Governance and Nominating Other Current Public Boards: FS Development Corp. II	Background Ms. Mall is a managing director at Foresite Capital responsible for corporate development, longterm capital strategy, investor relations and ESG engagement, a position she has held since November 2020. Prior to Foresite Capital, Ms. Mall served at Carnegie Corporation from 2009 to October 2020, where she was most recently Managing Director, Investments managing the corporation’s real assets portfolio, and prior to which she served as Associate Director of Investments. Prior to Carnegie Corporation, Ms. Mall served as Director, Equity Capital Markets, at Tishman Speyer Properties from 2007 to 2009. She previously practiced law as a real estate associate at the law firm Orrick, Herrington & Sutcliffe. Ms. Mall has served on the board of FS Development Corp. II (NASDAQ: FSH) since February 2021. She also serves on the boards of the Pension Real Estate Association (PREA), Breakthrough New York, and the Bronfman Fellowship and is a member of the investment committee of UJA Federation of New York. She received her Juris Doctor from Stanford Law School and her Bachelor of Arts, magna cum laude, from Yale University. Qualifications Ms. Mall was selected to serve on our Board based on her experience making and overseeing real estate portfolio investments.
Carol A. Melton INDEPENDENT TRUSTEE
Age: 67 Trustee Since: 2017 Committees: Compensation (Chair) Other Current Public Boards: The RealReal, Inc.	Background Ms. Melton is the Chief Executive Officer and founder of Adeft Capital, a venture capital firm advising and investing in new innovative companies in a variety of sectors, which she founded in August 2018. Ms. Melton previously served as a senior executive officer of two global media and entertainment companies (formerly known respectively as Time Warner Inc. and Viacom). At Time Warner, Ms. Melton served as Executive Vice President of Global Public Policy from June 2005 until August 2018. Ms. Melton joined Time Warner from Viacom, where she served as Executive Vice President for Government Relations from June 1997 to June 2005. Ms. Melton is a member of the Council on Foreign Relations and serves on the Board of Directors and as First Vice President of the Economic Club of Washington, DC. Ms. Melton has also served on the Board of Directors for The RealReal, Inc. (NASDAQ: REAL) since August 2020. Ms. Melton received her Bachelor of Arts degree from Wake Forest University, a Master of Arts from the University of Florida and a Juris Doctor from the Washington College of Law at American University. Qualifications Ms. Melton was selected to serve on our Board based on her experience in strategic oversight of policy related activities for global businesses.


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William J. Mulrow INDEPENDENT TRUSTEE
Age: 66 Trustee Since: 2017 Committees: Audit, Compensation Other Current Public Boards: Consolidated Edison, Inc., Titan Mining Corporation	Background Mr. Mulrow has served as a senior advisor to Blackstone, an alternative asset manager, since May 2017. Mr. Mulrow has served as a Director of Consolidated Edison, Inc. (NYSE: ED) since November 2017 and Titan Mining Corporation (TSX: Tl) since October 2018. Mr. Mulrow previously served as a Director of Arizona Mining Inc. (TSX: AZ) from June 2017 until June 2018. From January 2015 to April 2017, Mr. Mulrow served as Secretary to Andrew M. Cuomo, former Governor of the State of New York. Prior to his service in the Governor’s office, Mr. Mulrow worked as a Senior Managing Director at Blackstone from April 2011 to January 2015. Mr. Mulrow has also worked in senior positions at Paladin Capital Group, Citigroup (NYSE: C), Rothschild and Donaldson, Lufkin and Jenrette Securities Corporation. Mr. Mulrow has served in a number of academic posts including the Board of Advisors for the Taubman Center for State and Local Government at the Harvard University John F. Kennedy School of Government and on the Board of the Maxwell School of Citizenship and Public Affairs at Syracuse University. Mr. Mulrow received a Bachelor of Arts, Cum Laude, from Yale University and a Master of Public Administration from the Harvard University John F. Kennedy School of Government. Qualifications Mr. Mulrow was selected to serve on our Board based on his more than 30 years of experience in business, government and politics.
D. Ellen Shuman INDEPENDENT TRUSTEE
Age: 67 Trustee Since: 2017 Committees: Audit, Corporate Governance and Nominating	Background Ms. Shuman has served as the Chair of the Investment Advisory Council of the State of Connecticut, to which she was appointed by Governor Ned Lamont, since May 2020. From August 2013 until May 2020, Ms. Shuman was the Managing Partner of Edgehill Endowment Partners, an investment firm that manages the endowments of mission-based institutions. Prior to founding Edgehill Endowment Partners, Ms. Shuman served as Vice President and Chief Investment Officer of Carnegie Corporation of New York, a philanthropic foundation, from January 1999 to July 2011. Ms. Shuman served as the Director of Investments of the Yale Investment Office, which manages the endowment of Yale University, from 1986 to 1998. Ms. Shuman served as a trustee of Bowdoin College from 1992 to 2013. Ms. Shuman served as a director of Meristar Hospitality Corporation from 2001 until its take-private acquisition by Blackstone in 2006 and as a director of General American Investors from July 2004 through April 2013. Ms. Shuman received her Bachelor of Arts degree, Magna Cum Laude, from Bowdoin College and a Master of Public and Private Management from the Yale University School of Management. Qualifications Ms. Shuman was selected to serve on our Board based on her experience in the management of investments for endowments and foundations.


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Robert A. Stewart CHAIRMAN OF THE BOARD

Age: 60

Trustee Since: 2017

Committees:
None

Background

Mr. Stewart served as our Executive Vice Chairman from our formation until July 2020, when he resigned from the Company, and currently serves as Chairman of our Board. Mr. Stewart worked at JBG from February 1988 until our formation in 2017, serving as Managing Partner and Chair of the Investment Committee, and, during his tenure with JBG, focused on the acquisition, financing and disposition of JBG investments, conceiving development plans for JBG assets and the asset management and fundraising processes. Mr. Stewart served as a member of JBG’s Executive Committee until our formation. Mr. Stewart received his Bachelor of Arts from Princeton University and a Master of Business Administration from The Wharton School of the University of Pennsylvania.

Qualifications

Mr. Stewart was selected to serve on our Board based on his experience as a successful business leader, as well as his extensive experience in all facets of commercial and resid

SEC Form DEF 14A filed by JBG SMITH Properties