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.           )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Message from
Chief Executive Officer

March 22, 2023

Dear Shareholder:

You are cordially invited to the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of JBG SMITH Properties to be held on Thursday, May 4, 2023 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/JBGS2023.

At the Annual Meeting, shareholders will be asked to (i) elect 10 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, 2023, 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 22, 2023 that provides instructions on how to access our proxy materials on the Internet. Please read the enclosed information carefully before submitting your proxy.

Notice of 2023 Annual Meeting
of Shareholders

To be held on May 4, 2023

To the Shareholders of JBG SMITH Properties:

NOTICE IS HEREBY GIVEN that the 2023 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/​JBGS2023 on Thursday, May 4, 2023 at 8:30 a.m., local time, for the following purposes:

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, 2023 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 2022 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 22, 2023
Bethesda, Maryland

Table of Contents

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Nominees for Election as Trustees

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12

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Vote Required and Recommendation

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​	Vote Required and Recommendation	​	​	​	​	19	​	​
​	Principal Accountant Fees and Services	​	​	​	​	20	​	​

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Pre-Approval Policies and Procedures

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​	Corporate Governance Profile	​	​	​	​	22	​	​
​	Corporate Responsibility and Sustainability	​	​	​	​	25	​	​
​	Board Leadership Structure	​	​	​	​	30	​	​
​	Executive Sessions	​	​	​	​	30	​	​
​	Attendance of Trustees at 2022 Board and Committee Meetings and Annual Meeting of Shareholders	​	​	​	​	31	​	​
​	Committees of the Board	​	​	​	​	31	​	​
​	Trustee Nominee Selection Process	​	​	​	​	33	​	​

​	Board Oversight of Risk Management	​	​	​	​	35	​	​
​	Corporate Governance Guidelines	​	​	​	​	35	​	​
​	Code of Business Conduct and Ethics	​	​	​	​	36	​	​
​	Compensation of Trustees	​	​	​	​	36	​	​
​	Company Policies	​	​	​	​	39	​	​
​	Communications with the Board	​	​	​	​	40	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	40	​	​

​	Executive Summary	​	​	​	​	43	​	​
​	2022 Say-On-Pay	​	​	​	​	44	​	​
​	Executive Compensation Philosophy and Objectives	​	​	​	​	46	​	​
​	Advisory Vote on Executive Compensation	​	​	​	​	48	​	​
​	Annual Cash Incentive Program	​	​	​	​	48	​	​
​	Role of the Compensation Committee and Management	​	​	​	​	50	​	​

​	Role of the Compensation Consultant	​	​	​	​	50	​	​
​	Use of Comparative Market Data	​	​	​	​	50	​	​
​	Elements of Executive Compensation Program	​	​	​	​	52	​	​
​	Other Benefits and Policies	​	​	​	​	63	​	​
​	Employment Agreements	​	​	​	​	63	​	​
​	Tax and Accounting Considerations	​	​	​	​	63	​	​

​	Summary Compensation Table	​	​	​	​	66	​	​
​	Grants of Plan-Based Awards in 2022	​	​	​	​	67	​	​
​	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	​	​	​	​	68	​	​
​	Outstanding Equity Awards at Fiscal Year-End December 31, 2022	​	​	​	​	71	​	​
​	2022 Option Exercises and Shares Vested	​	​	​	​	74	​	​

​	Employee Retirement Plan	​	​	​	​	74	​	​
​	Deferred Compensation	​	​	​	​	74	​	​
​	Potential Payments upon Termination or Change in Control	​	​	​	​	74	​	​
​	Equity Compensation Plan Information	​	​	​	​	79	​	​
​	CEO Pay Ratio	​	​	​	​	79	​	​
​	Pay Versus Performance Tables	​	​	​	​	80	​	​

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Security Ownership of Trustees and Executive Officers

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Security Ownership of Certain Beneficial Owners

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​	Other Matters to Come Before the Annual Meeting	​	​	​	​	88	​	​
​	Shareholder Proposals and Nominations for the 2024 Annual Meeting	​	​	​	​	88	​	​

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Householding of Proxy Materials

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88

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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 22, 2023.

Annual Meeting of Shareholders

Voting Matters

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

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. Approximately two-thirds of JBG SMITH’s holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon’s new headquarters, which is being developed by JBG SMITH; Virginia Tech’s under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and JBG SMITH’s deployment of next-generation public and private 5G digital infrastructure. As of February 28, 2023, JBG SMITH’s portfolio compromised 15.3 million square feet of office, multifamily and retail assets at share, 98% of which are metro-served. It also maintains a development pipeline encompassing 9.7 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.

2022 Business Performance Highlights

Our significant accomplishments in 2022 include:

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 Executive Target Pay Mix

As described in the section titled “Elements of Executive Compensation Program” below, W. Matthew Kelly, David P. Paul and George L. Xanders each elected to receive 100% of their 2022 cash bonuses in the form of equity awards.

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:

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Annual election of Trustees

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

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Shareholder proxy access

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9 out of 11 current Trustees are independent (8 of our 10 Trustee nominees are independent)

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Share ownership requirements for executive officers and Trustees

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

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No “poison pill”

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

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“Claw back” policy for performance-based compensation

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Diversity of skills, experience, age, gender and backgrounds of Trustees

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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

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The Company has opted out of the Maryland Unsolicited Takeovers Act

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The Company has opted out of the Maryland Business Corporation Act

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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 2023 Annual Meeting of Shareholders of JBG SMITH Properties (the “Annual Meeting”) to be held in a virtual meeting format at www.virtualshareholdermeeting.com/​JBGS2023 on Thursday, May 4, 2023 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 22, 2023.

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:

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Proposal 1 (Election of Trustees): The election of the 10 trustee nominees to the Board to serve until the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and until their successors have been duly elected and qualify;

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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

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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, 2023.

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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:

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

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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

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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, 2023.

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Who is entitled to vote at the Annual Meeting?

The close of business on February 28, 2023 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 114,738,507 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 May 3, 2023:

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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.

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

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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.

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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 10 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, 2023, 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.

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, 2023 (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/​JBGS2023 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/JBGS2023 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?

A technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting. If you are experiencing technical difficulties, please call the technical assistance phone number. 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.

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.

PROPOSAL 1​

Election of Trustees

Effective as of the date of the Annual Meeting, the Board has set the number of trustees at 10. 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 2024 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 2024 Annual Meeting. For each person, the table lists the age, as well as the current positions and offices with the Company.

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

PROPOSAL 2​

Advisory Vote on Executive Compensation

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our shareholders are entitled to cast a non-binding advisory vote at the Annual Meeting to approve the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, including the “Compensation Discussion and Analysis” section of this Proxy Statement, the compensation tables and accompanying narrative disclosures. We refer to this as our “Say-on-Pay” vote. While this Say-on-Pay vote is an advisory vote that is not binding on the Company or the Board, we value the views of our shareholders, and the Board’s Compensation Committee, which administers our executive compensation program, will consider the outcome of the vote when making future compensation decisions. The Board has adopted a policy, which shareholders approved by a non-binding advisory vote, of providing for an annual Say-on-Pay vote. Accordingly, we anticipate that the next such vote will occur at the 2024 annual meeting of shareholders.

The primary objectives of our executive compensation are to (1) align the interests of our executives with those of our shareholders; (2) attract and retain the highest caliber executives in our industry; and (3) motivate executives to achieve corporate performance objectives as well as individual goals. To fulfill these objectives, we have an executive compensation program that includes three major elements — base salary, annual bonus incentives and long-term equity incentives, which may include stock options, restricted shares or partnership unit awards and performance-based equity awards. When determining the overall compensation of our named executive officers, including amounts of base salaries, annual bonus incentives and long-term equity incentives, the Compensation Committee considers a number of factors it deems important, including:

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the executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our performance;

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the business environment, our strategy, and our financial, operational and market performance;

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corporate governance and regulatory factors related to executive compensation; and

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marketplace compensation levels and practices.

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The Compensation Committee comprises independent trustees responsible for the overall design and administration of our executive compensation programs. For a more detailed description of the responsibilities of the Compensation Committee, see “Corporate Governance and Board Matters — Committees of the Board — Compensation Committee.”

We believe that our executive compensation program achieves our compensation objectives. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in this Proxy Statement.”

PROPOSAL 3​

Ratification of the Appointment of Independent Registered Public Accounting Firm

The Audit Committee of our Board, which comprises independent trustees, has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Although shareholder approval is not required, we desire to obtain from our shareholders an indication of their approval of the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Even if the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine that such a change would be in our and our shareholders’ best interests. If our shareholders do not ratify this appointment, the Audit Committee may consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.

A representative of Deloitte & Touche LLP is expected to be present at the virtual Annual Meeting. The representative will have the opportunity to make a statement if the representative desires and is expected to be available to respond to appropriate questions.

Principal Accountant Fees and Services

The following table summarizes the fees billed by Deloitte & Touche LLP for professional services rendered for the fiscal years ended December 31, 2022 and 2021.

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(1)

Audit fees for 2022 and 2021 include audit fees for professional services rendered for the audits of the Company’s annual consolidated financial statements included in the Company’s Annual Report on Form 10-K and the reviews of the consolidated interim financial statements included in the Company’s Quarterly Reports on Form 10-Q.

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(2)

Audit-related fees for 2022 and 2021 include fees for professional services rendered that are related to the review of registration statements and audits of the Company’s subsidiaries which are not reported above under “Audit Fees.”

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(3)

Tax fees consist of tax and consulting fees relating to services provided related to tax return preparation, tax consultations and other similar matters.

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Pre-Approval Policies and Procedures

The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any audit, review and attest services or non-audit services to the Company. Permissible audit, audit-related, tax and other services other than those specifically pre-approved pursuant to the pre-approval policy require specific pre-approval by the Audit Committee. All audit, audit-related, tax and other services provided to us for the year ended December 31, 2022 either were pre-approved by the Audit Committee or were approved pursuant to the Audit Committee’s pre-approval policy. Pursuant to the pre-approval policy, the Audit Committee may delegate pre-approval authority to one or more of its members who are required to report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Audit Committee Report

Scott A. Estes, Michael J. Glosserman and Charles E. Haldeman, Jr. were each members of the Audit Committee of the Board in 2022. The members of the Audit Committee are appointed by and serve at the discretion of the Board. The Audit Committee held five meetings during the year ended December 31, 2022.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board, as specified in the Audit Committee charter. Management has the primary responsibility for the Company’s financial statements and reporting process, including the Company’s accounting policies, internal audit function, system of disclosure controls and internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2022 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management, the internal auditors and the independent registered public accounting firm also made presentations to the Audit Committee throughout the year on specific topics of interest, including the Company’s (i) 2022 integrated audit plan; (ii) updates on completion of the audit plan; (iii) compliance with the internal controls required under Section 404 of the Sarbanes-Oxley Act of 2002, as amended; (iv) critical accounting policies; (v) assessment of the impact of new accounting guidance; (vi) non-GAAP policies and procedures; and (vii) cybersecurity.

The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the independent registered public accounting firm provided to the Audit Committee the written disclosures and letter required by the PCAOB regarding such firm’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with the independent registered public accounting firm such firm’s independence from management and the Company and considered the compatibility of non-audit services with such firm’s independence.

The Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, its evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) the inclusion of the Company’s audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC. The Audit Committee and the Board have also recommended, subject to shareholder ratification, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Respectfully submitted,

The Audit Committee

SCOTT A. ESTES (Chair)
MICHAEL J. GLOSSERMAN
CHARLES E. HALDEMAN

The Audit Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

Corporate Governance and
Board Matters

Corporate Governance Profile

The Board believes our corporate governance is structured in a manner that closely aligns the Company’s interests with those of our shareholders. Notable features of our corporate governance structure include the following:

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each of our trustees is subject to re-election annually;

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our trustees are elected by a majority voting standard in uncontested trustee elections;

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our Corporate Governance Guidelines provide that any incumbent trustee in an uncontested election who does not receive a greater number of  “for” votes than “against” votes shall promptly tender their offer of resignation to the Board following certification of the vote. The Corporate Governance and Nominating Committee shall consider the offer to resign and shall recommend to the Board the action to be taken in response to the offer, and the Board shall determine whether to accept such resignation;

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our bylaws provide for a right of proxy access, which enables eligible shareholders to include their nominees (the greater of two or 20% of the total number of trustees) for election as trustees in our proxy statement for annual meetings;

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of the 10 persons nominated to serve on our Board following the Annual Meeting, we have determined eight to be independent for purposes of the NYSE’s corporate governance listing standards and Rule 10A-3 under the Exchange Act;

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all the members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent;

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we have determined that at least one of our trustees qualifies as an “audit committee financial expert” as defined by the SEC;

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our share ownership guidelines require trustees to own securities of the Company equal to at least five times their annual cash retainers and our Chief Executive Officer and other named executive officers to own securities equal to at least six times and three times their annual base salaries, respectively;

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our shareholders, by a majority vote of shares entitled to be cast, may adopt, alter, or repeal any provision of our bylaws or make new bylaws;

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we have a policy prohibiting hedging or pledging of our securities by our executive officers, including named executive officers, and hedging by our trustees;

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we have a “claw-back” policy for performance-based compensation;

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our trustees have a diversity of skills, experience, age, gender and backgrounds;

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our 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;

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we have opted out of the Maryland control share acquisition statute, the Maryland Business Combination Act, and the Maryland Unsolicited Takeovers Act; and

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we do not have a shareholder rights plan.

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Our declaration of trust and bylaws provide that the number of trustees constituting the Board may be increased or decreased by a majority vote of the entire Board, provided the number of trustees may not be greater than 15 and may not be decreased to fewer than the minimum number required under the Maryland General Corporation Law, which currently is one trustee. The tenure of office of a trustee will not be affected by any decrease in the number of trustees.

Our bylaws currently provide that, except as may be provided by our Board in setting the terms of any class or series of shares, any vacancy may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum, and any trustee elected to fill a vacancy will hold office for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor is duly elected and qualifies.

There are no family relationships among our executive officers and trustees. All trustees except W. Matthew Kelly and Robert A. Stewart have been determined by the Board to be independent under applicable NYSE and SEC rules.

Shareholder Engagement

We believe engaging with our shareholders on a regular basis is important because a complex, long-term strategy like ours requires detailed explanation. In particular, our large development pipeline and placemaking strategy using multifamily, office and retail assets and our high-growth strategy (including our transition to a majority multifamily portfolio) distinguish our business from other REITs. In addition, we believe the demand drivers in National Landing in Northern Virginia, where approximately two-thirds of our portfolio is located, have created significant new growth opportunities for our Company. Drivers include: the location of Amazon’s second headquarters and Virginia Tech’s new Innovation Campus; the submarket’s proximity to the Pentagon; and JBG SMITH’s deployment of next-generation public and private 5G digital infrastructure.

Our goal is to interact with the investment community on a quarterly basis through a variety of channels including: our quarterly investor package comprising our management letter, earnings release and detailed financial supplement, which we believe facilitate productive and efficient engagement with investors; ad hoc investor presentations; participation in various industry conferences, non-deal road shows and sell-side analyst tours; property tours; and periodic investor days in Washington, DC.

Specifically, in 2022, in addition to publishing our quarterly investor package, we:

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held over 130 touchpoints with investors and sell-side analysts virtually or in person, including:

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an investor day in National Landing during which we provided a business update and property tour for 50 investors and analysts;

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a governance road show, comprising six one-on-one calls with top shareholders;

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as described in the section titled “2022 Say-on-Pay” below, contacted eight of our largest shareholders, representing 58% of our outstanding common shares, and conducted calls with six of our largest shareholders, representing 38% of our outstanding common shares, to discuss our executive compensation program and other ESG related matters.

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participated in investor events, including two sell-side hosted events, multiple property tours, and the Nareit REITweek and REITWorld conferences in June and November 2022.

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discussed most frequently in the foregoing settings several key topics, including:

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Amazon’s HQ2, the Virginia Tech Innovation Campus, the Pentagon, and our digital infrastructure initiative as demand catalysts for National Landing;

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Washington, DC real estate market fundamentals;

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Growth drivers in our portfolio;

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Multifamily rent growth;

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Office leasing environment;

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Office utilization;

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Progress on stabilizing our operating portfolio;

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Strength of our balance sheet;

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Capital allocation strategy;

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Status of our development pipeline; and

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ESG updates.

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Core Competencies and Diversity of Our Trustee Nominees

Each of the trustees proposed for election to our Board has deep experience in the public markets and strong capital allocation credentials. While maintaining these strengths, we believe our Board should evolve in a direction that reflects the strength and diversity of our national labor force. Our Board has made a long-term commitment to establish an equal balance between men and women and one that reflects the diversity of our country. These goals will not be achieved overnight, but they are deeply important to us, and we are committed to meeting them over the long term. To that end, four of the current nominees to serve on our Board are women, including one who self-identifies as African American.

The following charts summarize diversity and core competencies represented by our Trustee nominees. The details of each nominee’s competencies are included in each Trustee’s biography.

Percentage of Trustee Nominees with Competency/Attribute

Corporate Responsibility and Sustainability

Our corporate strategies fully integrate environmental sustainability, social responsibility, and strong governance practices throughout our organization, which includes the design and construction of our new developments and the operation of existing assets. We believe that by understanding the environmental and social impacts of our business, we are able to create shared value while protecting asset value and minimizing risk.

We remain committed to providing transparent reporting of environmental, social, and governance (“ESG”) financial and non-financial indicators. We publish an annual ESG report that is aligned with the Global Reporting Initiative (“GRI”) reporting framework, United Nations Sustainable Development Goals (“UNSDG’s”), Sustainability Accounting Standards (“SASB”) and recommendations set forth by the Task Force on Climate-related Financial Disclosures (“TCFD”).

Selected ESG Programs and other achievements are summarized below. We maintain a website at
https://www.jbgsmith.com/about/sustainability. Information on or accessible through our website is not and should not be considered part of this Proxy Statement.

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(1)

Carbon neutral operating portfolio is Scope 1 and Scope 2 carbon emissions. Scope 1 emissions represent natural gas consumed on-site by operating assets and fugitive emissions from HVAC refrigerants. Scope 2 emissions represent purchased electricity consumed on-site by operating assets.Achievement met via verified carbon offsets and Green-e Certified renewable energy credit purchased and retired.

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Human Capital

We utilize talent management practices in the broadest sense to create a holistic, engaging work experience for our employees. The upshot of these practices is that we continue to be an employer of choice and, according to our most recent employee engagement survey, we have an extremely engaged workforce (92% favorable) that has also shown a strong positive attitude around the work we have done in D&I (91% favorable). Our ability to cultivate an inclusive environment that values diversity and fosters a sense of belonging and connection has resulted in D&I becoming one of our key drivers of overall engagement. In addition to our inclusive culture, our pay equity study results show no systemic disparity in compensation related to race or gender, affirming our strong belief in treating people equitably.

With our hybrid corporate office schedule, flexibility, work from anywhere policy during certain months, and keen focus on health and welfare, we offer our employees an environment that enables them to be confident in their in-office experience and demonstrate the energy and excitement that comes from being together and collaborating with coworkers to achieve desirable outcomes.

A key to our strong levels of engagement is ensuring we are putting our employees’ needs first and creating an inclusive workplace experience where employees thrive. We are proud to have been recognized by the Washington Post as a “Top Workplace” for the past several years and are focused on providing a positive employee experience to ensure that JBG SMITH remains an employer of choice. We continually invest in our employee population, ensuring our employee experience more broadly continues to help us attract and retain the best talent in the industry. The list below includes examples of offerings that help create a compelling employee experience:

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Talent reviews and 360 surveys for senior leaders

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Streamlined annual performance reviews

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Executive coaching available

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Employee Share Purchase Plan

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Total rewards statement (compensation plus benefits)

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Hybrid / flexible work schedules

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Flexible paid time off

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Regular town halls where senior management updates the entire team on recent progress and important initiatives

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Employee surveys

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Monthly Diversity and Inclusion (“D&I”) newsletters

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Utilization of Employee Business Resource Groups to guide programming

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Continued company-wide D&I trainings and webinar series

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Partnerships with schools and organizations to facilitate recruitment of diverse talent

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Employee referral program

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Generous company subsidy on health-related benefits

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Volunteer opportunities

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In addition to the above, we have a strong pay-for-performance culture where compensation is tied to both company and individual performance, ensuring that employees focus on both broader business focused goals, as well as their individual goals. To that end, we also have a strong track record of promoting from within. Consequently, the opportunities for growth and development help keep our population engaged and motivated.

2022 continued the evolution of our comprehensive, multi-year D&I strategy. With an ongoing focus on our five strategic pillars — (i) workforce and talent, (ii) workplace culture, (iii) business integration, (iv) industry and branding and (v) metrics and accountability — we have made additional progress and have continued to drive cultural and behavioral change.

Throughout 2022, we continued to advance our D&I strategy with meaningful outcomes. Our expanded recruitment sources and methods ensure we are reaching potential employees who represent our local communities. We broadened our reach and launched the second cohort of our formal mentorship program — with participants being 69% diverse — enabling us to include more women and people of color. In addition, we increased our strategic D&I partnerships to support professional development programs and pipeline building efforts.

Board Leadership Structure

Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management. The Board understands that there is no single generally accepted approach to providing Board leadership, and the appropriate Board leadership structure may vary as circumstances warrant. Consistent with this understanding, the independent trustees periodically consider the Board’s leadership structure. Currently, the roles of Chief Executive Officer and Chairman of the Board are held by different trustees. W. Matthew Kelly has served as Chief Executive Officer since our formation, and Robert A. Stewart has served as Chairman since May 2021. The Board believes that this structure provides the appropriate balance between the authority of those who oversee the Company and those who manage it on a day-to-day basis. The Chairman presides at all meetings of the shareholders and of the Board as a whole. The Chairman performs such other duties, and exercises such powers, as from time to time shall be prescribed in the bylaws or by the Board.

Although not applicable now, our Corporate Governance Guidelines provide that if the Chairman is an executive officer of the Company, then the Board will have a Lead Trustee, who shall be a non-management trustee. The Lead Trustee will be selected on an annual basis by a majority of the non-management trustees then serving on the Board. When the Chairman is a management trustee, we believe the Lead Trustee position strengthens the role of our independent trustees and encourages independent Board leadership. The responsibilities of the Lead Trustee include, among others:

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serving as liaison among (i) management, including the Chief Executive Officer, (ii) our non-management trustees, (iii) employees reporting misconduct that by their nature cannot be brought to management and (iv) interested third parties and the Board;

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presiding at executive sessions of the independent trustees;

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serving as the focal point of communication to the Board regarding management plans and initiatives;

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ensuring that the role between Board oversight and management operations is respected;

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providing the medium for informal dialogue with and among independent trustees, allowing for free and open communication within that group; and

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serving as the communication conduit for third parties who wish to communicate with the Board.

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Executive Sessions

Our non-management trustees met in special executive sessions without management at each of our in-person Board meetings. Robert A. Stewart, as Chairman, chaired the sessions. Per our Corporate Governance Guidelines, the Board expects to conduct executive sessions limited to non-management trustees presided over by the Chairman at each of our regularly scheduled Board meetings, and at least annually will hold an executive session limited to independent trustees.

Attendance of Trustees at 2022 Board and Committee Meetings and Annual Meeting of Shareholders

The Board held a total of four meetings during 2022. Each trustee attended at least 75% of the meetings of the Board and all committees thereof on which such trustee served during 2022.

In accordance with the Company’s Corporate Governance Guidelines, trustees are expected to attend the annual meeting of shareholders. All trustees attended our 2022 Annual Meeting of Shareholders.

Committees of the Board

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. The principal functions of each committee are briefly described below. Each committee operates under a written charter adopted by the Board, which are available on our website at www.jbgsmith.com.

The table below provides membership information for each of the Board committees as of the date of this Proxy Statement. Each committee is composed exclusively of independent trustees, in accordance with NYSE rules.

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*

Audit Committee financial expert.

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      Member

      Chair

Audit Committee

Each of the members of the Audit Committee has been determined by our Board to be independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Exchange Act, the rules and regulations of the SEC, and in accordance with the Company’s Corporate Governance Guidelines.

The Audit Committee’s principal purposes are to (i) oversee the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements and (ii) prepare an Audit Committee report as required by the SEC for inclusion in our annual proxy statement. The Audit Committee’s responsibility includes oversight related to:

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our accounting and financial reporting processes;

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the integrity of our consolidated financial statements;

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our systems of disclosure controls and procedures and internal control over financial reporting;

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our compliance with financial, legal and regulatory requirements;

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evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

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the role and performance of our internal audit function;

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compliance with the recommendations and observations of the internal auditor and independent auditor; and

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our overall risk profile.

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The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, and reviewing the annual and quarterly SEC filings. The Audit Committee also approves the Audit Committee report required by SEC regulations to be included in our annual proxy statement.

The Audit Committee shall consist of no fewer than three members, and at least one member of the Audit Committee must qualify as a “financial expert” as defined by the SEC. The Board has determined that Mr. Estes is an “audit committee financial expert,” as defined by the applicable SEC regulations and NYSE corporate governance listing standards and has accounting or related financial management expertise.

The Audit Committee will meet as often as it determines, but not less frequently than quarterly. During 2022, the Audit Committee met five times.

Compensation Committee

Each of the members of the Compensation Committee is independent, as defined by the rules of the NYSE, the rules and regulations of the SEC, and in accordance with the Company’s Corporate Governance Guidelines.

The principal functions of the Compensation Committee include:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluating their performance in light of such goals and objectives and determining and approving their remuneration based on such evaluation;

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implementing and administering our incentive compensation plans and equity-based plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for trustees.

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The Compensation Committee will meet as often as it determines, but not less frequently than annually. During 2022, the Compensation Committee met five times.

Corporate Governance and Nominating Committee

Each of the members of the Corporate Governance and Nominating Committee is independent, as defined by the rules of the NYSE, the rules and regulations of the SEC, and in accordance with the Company’s Corporate Governance Guidelines.

The principal functions of the Corporate Governance and Nominating Committee include:

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identifying, recruiting and recommending to the full Board qualified candidates for election as trustees and recommending a slate of nominees for election as trustees at each annual meeting of shareholders;

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developing and recommending to the Board Corporate Governance Guidelines and implementing and monitoring such guidelines;

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reviewing and making recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;

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recommending to the Board nominees for each committee of the Board;

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annually facilitating the assessment of the Board’s performance as a whole and of the individual trustees, as required by applicable law, regulations and the NYSE corporate governance listing standards;

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overseeing the Board’s evaluation of management;

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reviewing all related party transactions in accordance with the Company’s Related Party Transactions Policy; and

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overseeing environmental and social issues, including risks associated with climate change.

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The Corporate Governance and Nominating Committee will meet as often as it determines, but not less frequently than annually. During 2022, the Corporate Governance and Nominating Committee met four times.

Trustee Nominee Selection Process

The Corporate Governance and Nominating Committee has set forth in a written policy the minimum qualifications that trustee candidates must possess. At a minimum, a trustee candidate must possess:

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high personal and professional ethics and integrity;

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an ability to exercise sound judgment, including in relation to the Company’s business and strategy;

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an ability to make independent analytical inquiries;

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an ability and willingness to devote sufficient time and resources to diligently perform Board duties, including attending regular and special Board and/or committee meetings;

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appropriate and relevant business experience and acumen; and

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a reputation, both personal and professional, consistent with the image and reputation of the Company.

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In addition to these minimum qualifications, 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. These additional qualities and skills include, among others, the following:

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whether the person possesses specific industry knowledge, expertise and/or contacts, including in the real estate industry generally, and familiarity with general issues affecting the Company’s business;

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whether the person’s nomination and election would enable the Board to have a member that qualifies as an “audit committee financial expert” as such term is defined by the SEC in Item 407 of Regulation S-K;

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whether the person would qualify as an “independent” trustee under the rules of the NYSE, the rules and regulations of the SEC, and the Company’s Corporate Governance Guidelines;

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the importance of continuity of the existing composition of the Board; and

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the importance of a diverse Board membership, in terms of both the individuals involved and their various experiences and areas of expertise.

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The Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating trustee candidates. A trustee candidate’s background and personal experience, however, will be significant in the Board’s candidate identification and evaluation process to help ensure that the Board remains aware of and responsive to the needs and interests of our customers, shareholders, employees and other stakeholders.

The Corporate Governance and Nominating Committee will seek to identify trustee candidates based on input provided by a number of sources, including (a) members of the Corporate Governance and Nominating Committee, (b) trustees of the Company and (c) any other party deemed appropriate by the Corporate Governance and Nominating Committee, including shareholders. The Corporate Governance and Nominating Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified trustee candidates; however, we do not currently employ a search firm, or pay a fee to any other third party, to locate qualified trustee candidates.

As part of the candidate identification process, the Corporate Governance and Nominating Committee will evaluate the skills, expertise and diversity possessed by the current Board, and whether there are additional skills, expertise or diversity that should be added to complement the composition of the existing Board. The Corporate Governance and Nominating Committee also will consider the Company’s bylaws, the number of trustees expected to be elected at the next annual meeting of shareholders and whether existing trustees have indicated a willingness to continue to serve as trustees if re-nominated. Once trustee candidates have been identified, the Corporate Governance and Nominating Committee then will evaluate each candidate in light of his or her qualifications and credentials, and any additional factors that the Corporate Governance and Nominating Committee deems necessary or appropriate. Existing trustees who are being considered for re-nomination will be re-evaluated as part of the Corporate Governance and Nominating Committee’s process of recommending trustee candidates. The Corporate Governance and Nominating Committee evaluates the performance of each current trustee and considers the results of such evaluation when determining whether to recommend the nomination of such trustee for an additional term. All candidates submitted by shareholders will be evaluated in the same manner as all other trustee candidates, provided that the advance notice and other requirements set forth in our bylaws have been followed. At an appropriate time prior to each annual meeting at which trustees are to be elected or re-elected, the Corporate Governance and Nominating Committee recommends to the Board for nomination by the Board such candidates as the Corporate Governance and Nominating Committee, in the exercise of its judgment, has found to be well-qualified and willing and available to serve.

At an appropriate time after a vacancy arises on the Board or a trustee advises the Board of his or her intention to resign, the Corporate Governance and Nominating Committee will recommend to the Board for election by the Board to fill such vacancy, such prospective member of the Board as the Corporate Governance and Nominating Committee, in the exercise of its judgment, has found to be well-qualified and willing and available to serve. In determining whether a prospective member is qualified to serve, the Corporate Governance and Nominating Committee will consider the factors listed above.

Board Oversight of Risk Management

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, each of which addresses risks specific to their respective areas of oversight as follows:

Corporate Governance Guidelines

The Board has adopted a set of Corporate Governance Guidelines that reflects the Board’s commitment to monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with the goal of enhancing shareholder value over the long term. The Corporate Governance Guidelines are subject to periodic review by the Corporate Governance and Nominating Committee. The Corporate Governance Guidelines address, among other things:

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the responsibilities and qualifications of trustees, including trustee independence;

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the functioning of the Board;

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the responsibilities, composition and functioning of the Board committees;

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the appointment and role of the Lead Trustee, if applicable;

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principles of trustee compensation;

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the policies and procedures regarding trustee resignation; and

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chief executive officer succession planning.

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A copy of the Corporate Governance Guidelines is available on our website at www.jbgsmith.com.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics applies to trustees, officers and employees. Among other matters, the code is intended to deter wrongdoing and promote:

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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

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compliance with applicable governmental laws, rules and regulations;

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prompt internal reporting of violations of the code to appropriate persons identified in the code; and

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accountability for adherence to the code.

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Any waiver of, or changes to, the Code of Business Conduct and Ethics that apply to executive officers or trustees of the Company may be made only by the Corporate Governance and Nominating Committee or another committee of our Board comprising solely independent trustees or a majority of our independent trustees. Any such waiver will be promptly disclosed as required by law or regulation of the SEC and the rules of the NYSE.

A copy of the Code of Business Conduct and Ethics is available on our website at www.jbgsmith.com. We intend to disclose any changes in or waivers from the Code of Business Conduct and Ethics by posting such information on our website.

Compensation of Trustees

Our independent trustees receive compensation for services on our board for the period that commences with the annual meeting at which they are elected and concludes at the next annual meeting (prorated for partial-year terms, as applicable). Additionally, all new trustees receive a $100,000 equity award in connection with their initial election to the Board. All trustee compensation is paid in arrears following the Company’s annual meeting at the end of each such period of service.

Non-employee trustees are compensated as follows:

Annual Non-Employee Trustee Compensation

Additional compensation for non-employee Board Committee members:

In lieu of receiving an annual retainer in cash, a non-employee trustee may elect to receive any portion of the annual retainer in the form of fully vested LTIP Units. Trustees who are employees of the Company or its subsidiaries will not receive compensation for their services as trustees. All trustees are reimbursed for their out-of-pocket expenses incurred in connection with the performance of Board duties. For information on the special class of limited partnership units of the partnership designated as LTIP units (“LTIP Units”), see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — LTIP Units.”

The following table presents information regarding the compensation earned during 2022 by non-employee trustees who served on the Board during the year. W. Matthew Kelly is an employee of the Company and did not receive any compensation for his service as a member of the Board in 2022. The compensation paid to Mr. Kelly is presented below under “Executive Compensation” in the table titled “Summary Compensation Table” and the related explanatory tables.

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(1)

Represents the amount of the annual cash retainer, including committee chair and member retainers, earned by each non-employee trustee from January 1, 2022 through December 31, 2022. As discussed below, certain non-employee trustees elect to receive the entirety of their annual cash retainer in the form of LTIP Units. These LTIP Units are fully vested as of the date of grant. The assumptions used to calculate these amounts are described in Note 14 to our consolidated financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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(2)

Represents the annual equity grant of LTIP Units to each non-employee trustee, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 14 to our consolidated financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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(3)

Alan S. Forman was previously an employee of Yale University, or Yale. Pursuant to an arrangement between Yale and Alan S. Forman, Yale University is entitled to receive, as of or prior to the time Mr. Forman ceases to serve as our trustee, all LTIP Units and other equity awards granted to Mr. Forman while employed by Yale. Pursuant to the arrangement, Mr. Forman received trustee compensation (including trustee fees, equity awards and dividends) on behalf of, or as a nominee for, Yale.

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All trustee compensation received by Mr. Forman following the cessation of his employment with Yale in March 2022 will be owned by Mr. Forman.

(4)

Represents the salary of a dedicated administrative assistant provided to Mr. Glosserman until March 31, 2022 pursuant to a transition arrangement with the Company which expired March 31, 2022.

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Our annual LTIP grants are made in connection with each annual meeting with respect to each one-year period of service. Such periods commence at the annual meeting at which a trustee is elected and conclude at the following annual meeting. The LTIP Units disclosed below represent the LTIP Units issued in 2022 in lieu of certain trustees’ annual board and committee cash retainers for the one-year period of service between the 2021 and 2022 annual meetings.

The following table presents the number of outstanding Formation Units and LTIP Unit awards held by each of our current trustees, other than Mr. Kelly, as of December 31, 2022.

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(1)

The awards represent the grant of Formation Units to Mr. Glosserman and Mr. Stewart in July 2017.

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(2)

The awards represent the number of LTIP Units granted to each non-employee trustee as part of their annual retainer and the number of LTIP Units granted to each non-employee trustee in lieu of cash as compensation for their annual retainer, if elected by the trustee. Mr. Stewart’s awards include Time-Based LTIP Units awarded to him and Performance-Based LTIP Units earned by him during his tenure as an employee of the Company.

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Company Policies

Share Ownership Guidelines

We believe that equity ownership by our trustees and named executive officers helps align their interests with our shareholders’ interests and therefore have adopted share ownership guidelines applicable to all of our trustees and executive officers. On an annual basis, we evaluate the ownership status of the trustees and executive officers.

The Chief Executive Officer is required to own equity securities of the Company equal in value to at least six times his annual base salary, and each other named executive officer is required to own equity securities of the Company equal in value to at least three times his or her annual base salary. Non-employee trustees are required to own equity securities equal in value to five times their annual cash retainer. Named executive officers and trustees must satisfy the ownership requirements within five years of when they became subject to the policy, which was adopted on August 10, 2017.

The Corporate Governance and Nominating Committee may waive the share ownership requirements in the event of a severe hardship or in circumstances in which compliance would prevent the participant from complying with a court order.

Hedging and Pledging of Company Securities

Our Insider Trading Policy prohibits our trustees and employees, including our executive officers, from engaging in the following transactions: (i) trading in call or put options involving our securities and other derivative securities; (ii) engaging in short sales of our securities; and (iii) all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts. Additionally the policy prohibits hedging or pledging of the Company’s securities by our named executive officers, and hedging by our trustees.

Board Self-Evaluation

Pursuant to the Company’s Corporate Governance Guidelines and the charters of the Compensation, Audit and Corporate Governance and Nominating Committees, the Corporate Governance and Nominating Committee will oversee the annual self-evaluation of the Board and each committee. The self-evaluation will include presentations to the Board by each committee chairperson, and may, if deemed necessary or appropriate by the Board, include reviews and/or presentations by the Company’s independent advisors, including its legal counsel and independent auditing firm. The Corporate Governance and Nominating Committee reports the assessments to the Board, and if the Board determines that changes in its governance practices need to be made, management and the Corporate Governance and Nominating Committee will work with the Board to implement the necessary changes.

Clawback Policy

Pursuant to the Company’s Incentive Compensation Recoupment Policy, in the event of a restatement of the Company’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that any performance-based compensation paid to certain of our executive officers would have been a lower amount had it been calculated based on such restated results, the Board, or the Compensation Committee if such authority is delegated by the Board, shall review such performance-based compensation. If the Board determines that the executive officer engaged in fraud or intentional misconduct which materially contributed to the need for a restatement, the Compensation Committee may seek to recover from the executive the pre-tax portion of the difference between the performance-based compensation actually paid and the amount that would have been paid had the performance-based compensation been calculated based on the restated financial statements for the three-year period prior to the restatement.

We expect that our existing incentive compensation clawback policy will be reviewed and updated, as appropriate, in accordance with the SEC’s recently issued final clawback rules.

Communications with the Board

The Chairman serves as the communication conduit for third parties who wish to communicate with the Board. Shareholders and other interested parties may communicate with the Board or specified individual trustees by sending written correspondence to the “Chairman” c/o the Chief Legal Officer of JBG SMITH Properties, 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814, who will then directly forward such correspondence to the Chairman. The Chairman will decide what action should be taken with respect to the communication, including whether such communication should be reported to the full Board. If the Chairman is an executive officer of the Company, the Board will designate a Lead Trustee, who will serve as the communication conduit for third parties who wish to communicate with the Board.

Compensation Committee Interlocks and
Insider Participation

No member of the Compensation Committee is or ever has been an officer or employee of the Company, and no member of the Compensation Committee had any relationships during 2022 requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. No executive officer serves as a member of a board of trustees or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board or Compensation Committee. Accordingly, during 2022 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.

Executive Officers

The following table sets forth certain information regarding our executive officers.

Biographies

Please see “Proposal 1: Election of Trustees — Nominees for Election as Trustees” for information regarding W. Matthew Kelly.

Compensation Discussion
and Analysis

This Compensation Discussion and Analysis discusses the principles underlying our policies and decisions with respect to the compensation of our named executive officers. Specifically, this section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each compensation component. Each of the key elements of our executive compensation program is discussed in more detail below. The following discussion should be read together with the compensation tables and related disclosures appearing later in this Proxy Statement.

This section presents information concerning compensation arrangements for our named executive officers for 2022. Compensation decisions for our named executive officers are made by the Compensation Committee which administers our executive compensation programs. Despite the Company’s 2022 Say-on-Pay proposal not receiving the support of the holders of a majority of its common shares, the Compensation Committee believes the Company has strong compensation practices as evidenced by the fact that, prior to 2022, the Company received above 90% support in each of the four years since its inception.

For the year ended 2022, our named executive officers and their titles were as follows:

We note that in February 2023, Mr. Paul retired from the Company.

Executive Summary

The Company is continuing its long-term strategy that includes continuing the lease-up of the operating portfolio and stabilization of newly constructed assets, shifting away from office in favor of a majority multifamily portfolio (of which National Landing represents an important opportunity), and enhancing connectivity and rolling out 5G in National Landing, all in the face of the pandemic, the evolution to hybrid work, and their prolonged effects. This strategy requires a significant amount of time to complete but should ultimately result in a positive outcome for shareholders.

2022 Business Performance Highlights

2022 Say-On-Pay

Every year, the Company provides shareholders with the opportunity for an advisory (non-binding) vote on our executive compensation program (a “say-on-pay” vote). Prior to 2022, we had received strong say-on-pay support since our inception, as illustrated by the corresponding chart.

In early April, after we filed our Proxy Statement for the 2022 annual meeting, we reached out to 11 of our largest shareholders representing approximately 60% of our outstanding common shares and held calls with eight of them (representing 52% of our outstanding common shares) during which we explained why we believed our shareholders should support our say-on-pay proposal. These meetings were led by Scott Estes, then a member of our Compensation Committee, with participation by our Chief Financial Officer and our Chief Legal Officer. General commentary from our shareholders in these meetings was that while several of the shareholders understood and supported the special equity award granted in 2021 for retention purposes, others expressed concern with it.

At our 2022 annual meeting, approximately 46% of our shareholders supported our advisory vote on executive compensation. As a result, our 2022 say-on-pay advisory proposal did not pass. In response to this vote the Compensation Committee undertook an extensive shareholder outreach and engagement initiative to better understand our investors’ views regarding our executive compensation program. We reached out to eight of our largest shareholders representing approximately 58% of our outstanding common shares and invited them to participate in calls to discuss our executive compensation program. Ultimately, six shareholders representing approximately 38% of our outstanding common shares accepted our invitation to share feedback. Meetings took place in the fall of 2022 led by two of our Board members: Alisa Mall, Chair of the Compensation Committee, and Scott Estes, then-member of the Compensation Committee, with participation by our Chief Financial Officer and Chief Legal Officer. In addition to our executive compensation program, we also discussed our business, our Board, governance, ESG, and D&I related matters. Our shareholders provided candid, constructive feedback which was shared with the entire Board.

While the shareholders with whom we spoke were generally in favor of the design of our executive compensation program, some expressed concern with the special equity award we granted in 2021 and made some other suggestions which we describe below. Other investors indicated they had less concern with the 2021 special equity award given the decline in our share price since the grant date and the associated impact on likelihood of payout. The Compensation Committee is committed to executive compensation programs that align with the interests of our shareholders. The Compensation Committee confirmed that it (i) does not intend to make future special or one-time equity awards to our executive officers, except in extraordinary circumstances and (ii) made additional changes to our executive compensation program as described below.

In addition to the items above, shareholders also commented that: (i) the Company’s ESG progress and disclosures are ahead of many of its REIT peers, and the Company is considered to be a leader in ESG; and (ii) they appreciated the significant proportion of management’s compensation that is paid in the form of equity awards. The Compensation Committee intends to continue to consider future say-on-pay votes and investor feedback when making decisions relating to our executive compensation program, policies, and practices.

Executive Compensation Philosophy and Objectives

The primary objectives of our executive compensation are to (1) align the interests of our executives with those of our shareholders; (2) attract and retain the highest caliber executives in our industry; and (3) motivate executives to achieve corporate performance objectives as well as individual goals. To fulfill these objectives, we have an executive compensation program that includes three major elements — base salary, annual bonus incentives, and long-term equity incentives, which may include stock options, restricted shares or partnership unit awards and performance-based equity awards. Other than the employment agreements and equity incentive plan described below, we have not adopted any compensation policies, procedures, or plans with respect to named executive officer compensation.

The cornerstones of our annual executive compensation program that help us achieve our objectives include:

●

Base Salaries. Central to our ability to attract and retain our executives is providing base salaries that fairly reward them for their value to the organization in successfully performing their respective roles.

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●

Incentive Compensation. Incentive compensation is an important tool for providing variable, or “at risk,” compensation tied to performance. We view it as a means to motivate and reward our executives for performance, including the achievement of our financial and operational objectives, individual goals and value creation for shareholders. In accordance with our “pay-for-performance” orientation, we deliver most of our total named executive officer compensation in the form of incentive compensation comprising short-term, annual cash incentives and long-term, equity-based incentives.

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Holistically, we evaluate our executive pay program and make pay decisions within the context of a total compensation framework to ensure our overall compensation objectives are met. In doing so, we recognize the distinct nature of the individual elements of our pay program but are mindful of the interrelationship of the various components to the successful execution of our overall pay strategy.

Consistent with our philosophy, we have developed strong compensation practices while avoiding others in pursuit of our compensation objectives. These practices are as follows:

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Most executive pay is variable “at risk” compensation, designed to achieve pay-for-performance objectives

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Balanced mix of performance measures used to ensure a focus on our overall performance

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Strong emphasis on equity-based compensation to provide long-term incentives

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Compensation Committee has engaged an independent compensation consultant

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Offer our executives the option of receiving additional equity-based incentives in lieu of their annual cash bonus incentive as a retention mechanism to further align their interests with the long-term interests of our shareholders

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Executive officers and trustees are subject to rigorous share ownership guidelines

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Clawback policy to recover compensation from certain executive officers engaging in fraud or intentional misconduct that leads to a restatement of financials

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Guaranteed salary increases, cash incentive compensation or equity grants

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Extensive perquisites or supplemental benefits to our executive officers

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Excise tax gross up payments

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Hedging or pledging of our securities by our executive officers, including named executive officers

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Single trigger change-in-control provisions

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Advisory Vote on Executive Compensation

On an annual basis, the Company provides its shareholders with the opportunity to cast an advisory vote on executive compensation. In 2022, approximately 46% of the shares voted supported the compensation paid to our named executive officers in 2021. The Company and the Board were disappointed by this advisory vote, and as a result, the Compensation Committee undertook an extensive shareholder outreach effort related to the Company’s executive compensation program. The results of that outreach are described above under “2022 Say-On-Pay.” Consistent with the advisory vote of shareholders at the 2018 Annual Meeting of Shareholders, the Company will hold advisory votes on executive compensation annually until the next say-on-frequency vote is conducted, which will be no later than 2024.

Annual Cash Incentive Program

Our short-term incentive (cash bonus) program has evolved since the Company’s formation such that a more rigid framework now applies. Despite the history of positive say-on-pay voting results, the Compensation Committee has proactively made constructive enhancements to the short-term incentive program. Payouts under our short-term incentive (cash bonus) program were initially entirely in the discretion of the Compensation Committee when the plan was first implemented for 2018. In 2019 we implemented a more rigorous system with specific objectives and a corresponding scoring system to determine payout amounts. In 2020, we continued to refine this objective program by adjusting the potential payout amounts on both the low and high ends. Additionally, while the program provides for individual, subjective components for non-executive employees, the executive payout is 100% based on Company performance (i.e., no individual, subjective component) as determined by goals set in the beginning of each year. Finally, for 2023, to make objectives more rigorous, the Committee has determined to create threshold, target, and maximum tiers for substantially all of the corporate goals and to weight the goals based on their strategic importance.

2022 Annual Cash Incentive Bonus Program

Role of the Compensation Committee and Management

The Compensation Committee comprises independent trustees who are responsible for the overall design and administration of our executive compensation programs. For a more detailed description of the responsibilities of the Compensation Committee, see “Corporate Governance and Board Matters — Committees of the Board — Compensation Committee.”

When determining the compensation of our named executive officers, the Compensation Committee considers several factors it deems important, including:

●

the executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our performance;

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●

the business environment, our strategy, and our financial, operational and market performance;

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●

marketplace compensation levels and practices; and

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●

corporate governance and regulatory factors related to executive compensation.

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The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. The Compensation Committee makes compensation decisions for our executive officers after careful review and analysis of appropriate performance information and market compensation data as well as advice from its compensation consultant. The Compensation Committee determines the compensation for the Chief Executive Officer. In connection with determining compensation of executive officers other than the Chief Executive Officer, the Compensation Committee seeks input from the Company’s Chief Executive Officer. Any recommendations given by the Chief Executive Officer are based upon the Chief Executive Officer’s assessment of the Company’s overall performance, each executive officer’s individual performance, market compensation practices and employee retention considerations. The Compensation Committee reviews the Chief Executive Officer’s recommendations, and in its sole discretion determines all executive officer compensation. The Chief Executive Officer does not provide any recommendations to the Compensation Committee regarding his own compensation.

Role of the Compensation Consultant

The Compensation Committee relies upon outside advisors to assist in determining competitive pay levels and evaluating pay program design. In 2022, the Compensation Committee retained Ferguson Partners Consulting (“FPC”), which was first engaged by the Compensation Committee in 2018. The Compensation Committee directed FPC to, among other things: (1) support the Compensation Committee with its Say-on-Pay engagement efforts and recommend adjustments to demonstrate the Compensation Committee’s responsiveness and desire to adequately address shareholder feedback; (2) assist the Compensation Committee in applying our compensation philosophy toward designing a compensation program for our executive officers, including the determination of the portion of total compensation awarded in the form of salary, annual cash incentive, and equity-based compensation, as well as selecting the appropriate performance metrics and levels of performance (e.g., threshold, target, maximum); (3) analyze current compensation conditions among the Company’s peers and assess the competitiveness and appropriateness of compensation levels for our executive officers; (4) recommend to the Compensation Committee any modifications or additions to the Company’s existing compensation programs that it deemed advisable; and (5) make specific recommendations to the Compensation Committee for base salary, annual cash incentive and equity-based awards for our executive officers. A representative from FPC frequently attends meetings of the Compensation Committee and is available to participate in executive sessions and to communicate directly with the Compensation Committee chair or its members outside of meetings. We paid FPC approximately $133,000 in 2022 for its services as a compensation consultant. In addition, in 2022, FPC was engaged to assist with benchmarking the market practices across our broader employee population and was paid approximately $242,000 in 2022 for its services in which a separate consultant from FPC lead this effort. While the Compensation Committee does not pre-approve these non-executive compensation services, it does annually consider all factors relevant to FPC’s independence from management, including those identified by the NYSE. The Compensation Committee believes that the services provided by FPC related to non-executive compensation matters did not impact the advice and services that FPC provided to the Compensation Committee on executive compensation matters and has determined that FPC has no conflict of interest and is independent.

Use of Comparative Market Data

The Compensation Committee believes that for our compensation to be effective, it must be competitive with other real estate companies with which we may compete for executive talent. The Compensation Committee uses industry peer group data as one element of assessing and determining pay for our executive officers. Peer group data provides an insight into overall market pay levels, market trends, governance practices related to compensation and industry performance.

With assistance from FPC, the Compensation Committee undertook a comprehensive review of our peer group of companies with the goal of evaluating the competitiveness of the Company’s executive compensation program. The peer group was selected based on various criteria considered by the Compensation Committee, including industry (public REITs, and where appropriate, office, multifamily, and/or diversified REITs), size (defined by total capitalization), having a Washington DC/metropolitan presence, and/or citing the Company as a peer. As a result of this peer group review and evaluation, while being mindful of best practices for selecting a peer set, the Compensation Committee determined to significantly modify the peer group that it had used last year, as shown below.

FPC noted in its peer group recommendation that the Company has three characteristics that differentiate it from its peers and the broader industry that are not directly captured in its total capitalization: (1) the Company’s significant development pipeline adds a degree of complexity that may not be matched at a number of its peers, (2) the Company manages a meaningful funds business which distinguishes it from most other public REITs, and (3) the Company is in the process of transitioning to a majority multifamily portfolio.

The peer group recommended by the compensation consultant and approved by the Compensation Committee consists of 14 public real estate companies. As of December 31, 2022, this peer group had total capitalization ranging from approximately $2.7 billion to $8.5 billion, with a median of approximately $5.3 billion. Our total capitalization at that time of approximately $4.9 billion ranked at the 44th percentile. This peer group comprises the following companies:

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(1)

Defined by total capitalization.

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Elements of Executive Compensation Program

The following is a summary of the elements of, and amounts paid under, our executive compensation programs for fiscal year 2022.

Target Pay Mix. We believe that the executive management team’s compensation should be appropriately at-risk and meaningfully dependent upon the achievement of robust and objective performance requirements. As illustrated below, approximately 90% of the Chief Executive Officer’s total target 2022 compensation and 76.8% of the other named executive officers’ total direct 2022 compensation was variable and subject to Company performance.

Annual Base Salary. Our named executive officers’ base salaries represent a fixed level of compensation that is meant to reward them fairly for their value to the Company based on their respective roles and responsibilities. Our named executive officers’ base salaries were negotiated as a part of their employment agreements, each of which provides that the officer’s annual base salary will be reviewed not less frequently than annually by the Compensation Committee. Pursuant to the employment agreements, the base salary cannot be decreased below the base salary set forth in the table below. When establishing and reviewing base salaries, our Compensation Committee considers each executive’s role and responsibility, experience, knowledge, unique skills and future potential with our Company, as well as salary levels for similar positions in our target market and internal pay equity. Our named executive officers’ annual base salaries for 2021, 2022 and 2023 are set forth in the table below.

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(1)

Consistent with the terms of Mr. Paul’s Retirement Agreement and Release, dated as of July 29, 2022, he received $72,115 while serving as Senior Adviser from January 1, 2023 to February 3, 2023 and is expected to receive a monthly fee of  $10,000 during the six-month period following February 3, 2023.

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Annual Cash Bonus. Each named executive officer has an opportunity to earn an annual cash bonus, which is designed to motivate achievement at both a company and individual level. Under the terms of their employment agreements, each of our named executive officers has a defined annual target bonus of 100% of his or her respective base salary. For our named executive officers, 100% of their bonuses depends upon the Company achieving specified goals set at the beginning of the year, such that there is no individual performance component.

Given the nature of our business and our long-term strategy, the Compensation Committee does not believe in a strict formulaic framework for measuring performance against short-term goals to determine compensation for a particular year. Execution of our strategy spans multiple submarkets with different economic drivers over many years. Development projects, which are particularly important to our strategy, take time to identify, acquire, permit, construct and stabilize. Our focus on long-term performance involves management of liquidity, leverage ratios, interest-rate risk, capital allocation and debt maturities so we can take advantage of opportunities when they arise while maintaining our operating parameters within appropriate ranges. Consequently, we believe performance must be reviewed not only for the most recent year or on a year-over-year basis, but also with a view toward managing compensation to appropriately incentivize, compensate and retain our executives. Furthermore, the Compensation Committee recognizes that there should be flexibility within the

bonus program to account for unusual and extraordinary events. The Compensation Committee believes it is prudent to undertake a holistic examination of performance under the most extreme and unusual events when determining performance against short-term goals.

The Compensation Committee believes that, generally, a specific number of goals should be met to earn threshold, target and maximum bonus amounts (as a percentage of salary). For 2022, our Compensation Committee implemented threshold, target, and maximum short-term incentive compensation amounts based on achieving a specified number of performance metrics, with the ability to interpolate the precise bonus amounts to the extent the number of goals met falls in between any of the following levels.

The number of goals necessary to earn the respective bonus payout amounts (as a percentage of salary) in 2022 as determined in February 2022 are set forth below:

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, Xanders, and Paul each participated in this option, with each electing to receive 100% of their 2022 cash bonuses in the form of fully vested LTIP Units. Although fully vested at grant, pursuant to the amended and restated partnership agreement (the “partnership agreement”), LTIP Units are not redeemable for common shares until two years after the date of grant.

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, Core Funds From Operations (FFO) attributable to OP Units, Operating Portfolio Net Operating Income (NOI), execution of our strategy for all of our assets located in National Landing, and improvements in our ESG efforts.

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

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evaluate management’s performance annually while taking into account our focus on value creation over the long term;

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●

strike the appropriate balance between short-term objectives and long-term strategies; and

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●

properly emphasize objective results while also considering subjective factors when assessing management’s performance.

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Fiscal Year 2022 Executive Bonus Goals

The table below summarizes the Company’s 2022 performance against each of the 11 performance goals established by the Compensation Committee in February, as well as the significance of each performance goal for purposes of determining executive compensation.

CORPORATE GOAL #1: Capital Allocation/Dispositions: Sell or have under firm contract non-core assets totaling $1B in estimated value, subject to market conditions​

Why is this goal 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 office assets with lower expected potential returns and allocate proceeds to multifamily and other investments with higher expected returns.

Performance: Despite the ongoing negative impact of the pandemic and the adverse impact of extremely challenging debt capital markets on real estate capital markets, the Company exceeded its goal for selling and/or having under firm contract non-core assets by approximately $66 million. Management was successful in achieving most of these sales in the early part of 2022, before the debt capital markets became as challenging as they were in the second half of the year.

CORPORATE GOAL #2: Entitle 1.8M SF of Estimated Potential Development Density, subject to uninterrupted jurisdictional review processes​

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

Performance: The Company exceeded its goal by successfully entitling Gallaudet Parcel 1-3 (819,000 SF), 223 23rd Street and 2250 Crystal Drive (aggregate 1,188,000 square feet), exceeding its goal by 207,000 square feet.

CORPORATE GOAL #3: Submit Entitlement Applications for 1.5M SF of Estimated Potential Development Density​

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

Performance: The Company exceeded its goal by submitting entitlement applications for an aggregate 2.5 million square feet, for Americana (531,000 SF) and RiverHouse (2.0M SF), exceeding its goal by 1,019,000 square feet.

CORPORATE GOAL #4: Commence Construction on Six New Projects, Subject to Market Conditions and JV Partner Approval (where relevant)​

Why is this goal important? A significant piece of our business strategy involves constructing new income-generating assets. Commencing construction of these assets in a timely and cost-efficient manner is a critical component of this strategy.

Performance: We commenced construction on four of the six projects included in this goal: 2000 and 2001 South Bell, Dining in the Park and Waterpark. Due to unfavorable market conditions relating to increased construction costs, our JV Partner did not approve commencing construction on Potomac Yard Landbay F – Blocks 15 and 19. Because this goal was subject to such approval with respect to the two Potomac Yard projects and such approval was not granted, the Committee deemed this goal met.

CORPORATE GOAL #5: Achieve Multifamily In-Service Portfolio Occupancy of 93.5%, excluding 8001 Woodmont, Adjusted for Portfolio Composition Changes​

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

Performance: We exceeded this goal by 70 basis points.

CORPORATE GOAL #6: Office Leases

Why is this goal important? We generate revenue and cash by leasing commercial assets. Our ability to effectively lease these assets is an important measure of progress toward stabilizing our operating commercial portfolio. When making office leasing decisions, we consider, among other things, the creditworthiness of the tenant, the term of the lease, the rental rate to be received at inception and throughout the lease term, the costs of tenant improvements and other landlord concessions, current and anticipated operating expenses, real estate taxes, vacancy and expected future demand for the space, the impact of any expansion rights and general economic factors.

Performance: The lasting effects of the pandemic and hybrid work policies continued to adversely impact the demand for office leasing in 2022. Many prospective tenants were wary of committing to new or additional space given the continued uncertainty regarding how office space might be used differently going forward. Nonetheless, due to extraordinary efforts of the Company’s leasing team, we exceeded this goal by approximately 6%.

CORPORATE GOAL #7: Present Value of Executed Office Leases to Budget

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

Performance: While the pandemic continued to adversely impact the demand for office leasing, the present value of office leases executed in 2022 exceeded budget, and the Company exceeded this goal by 38.4%.

CORPORATE GOAL #8: Core Funds from Operations Attributable to OP Units (Core FFO)(1)​

Why is this goal important? Core FFO is important in comparing our levered operating performance from period to period and as compared to similar real estate companies.

Performance: Despite the lasting impacts of the pandemic on the Company’s 2022 Core FFO, the Company outperformed budgeted NOI and third-party asset management and real estate services revenue and incurred lower than budgeted general and administrative expense during the year. The Company achieved Core FFO of approximately $178.7 million, exceeding its goal by approximately 12%.

CORPORATE GOAL #9: Operating Portfolio Net Operating Income (NOI)(2)​

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

Performance: For the year ended December 31, 2022, the Company reported NOI of  $339.2 million, which exceeded its goal by approximately 4%.

CORPORATE GOAL #10: Commitment to Affordable Housing through the WHI Impact Pool (ESG)

Why is this goal important? The Company is committed to the economic development of the Washington region through continued investment in our projects and local communities. However, new development can also foster challenging growth dynamics, with issues of social equity at the forefront. To contribute to the response to these challenges, the Company launched the Washington Housing Initiative (WHI), in partnership with the Federal City Council, to produce affordable workforce housing and create sustainable, mixed-income communities.

Performance: In March, the WHI Impact Pool provided financing for the acquisition of Earle Manor, an existing 140-unit multifamily building located in Wheaton, MD. In December, the WHI Impact Pool provided financing for the acquisition of Loree Grand, an existing 212-unit multifamily building located in Northeast Washington, DC, and provided an equity investment for the acquisition of the Gale Eckington, an existing 603-unit multifamily building also located in Northeast Washington, DC. With these transactions, the WHI Impact Pool financed 955 units in 2022, exceeding this goal by 455 units.

CORPORATE GOAL #11: Sustainability (ESG)

Why is this goal important? The Company is committed to transparency in ESG reporting and believes that clear processes and procedures in ESG data collection are essential in the ESG space.

Performance: In 2022, the Company created process narratives and controls for information disclosed in its annual ESG Report. This activity was deemed critical in the Company’s ability to respond to proposed SEC amendments regarding climate related risks. Additionally, the Company established an ESG Committee comprising senior leaders across all business units. The ESG Committee advises management and the Board on climate change-related risks, human capital and social impacts, and governance.

(1)

Funds From Operations (FFO) is a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures. Core FFO represents FFO adjusted to exclude items (net of tax) which we believe are not representative of ongoing operating results, such as transaction and other costs, impairment write-downs of right-of-use assets associated with leases in which we are a lessee, gains (or losses) on extinguishment of debt, earnings (losses) and distributions in excess of our investment in unconsolidated real estate ventures, share-based compensation expense related to our formation transaction and special equity awards, lease liability adjustments, income from investments, business interruption insurance proceeds, amortization of the management contracts intangible and the mark-to-market of derivative instruments, including our share of such adjustments for unconsolidated real estate ventures.

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(2)

NOI is 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, 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.

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The Compensation Committee determined that the Company met or exceeded all 11 corporate goals set in February 2022, which entitled executives to receive the maximum bonus of 150% of target. Consequently, the Compensation Committee awarded a bonus of 150% of target to the Company’s named executive officers.

2022 Bonus Amount and Composition

Equity Incentive Compensation. We provide equity awards pursuant to the Omnibus Plan, which serve 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.

2022 Annual Equity Grants

In 2021, the Compensation Committee reviewed the components of the Company’s annual equity award structure and in consultation with its compensation consultant, determined to modify the performance-based portion of that structure to more effectively incentivize its executives. The Compensation Committee determined to replace the performance-based LTIPs with Appreciation-Only LTIPs (“AO LTIPs”) that have economics identical to stock options. This modification to the Company’s annual equity award structure was discussed in the meetings with investors described above under “2022 Say On Pay,” and investors understood and supported the rationale for the shift in our approach (i.e., the Company is currently transitioning to majority multifamily, and its performance relative to either office or multifamily companies is not as relevant during this transitory period as absolute share price performance is) to focus more on the Company’s share price performance while including a relative performance component.

On January 3, 2022, we granted AO LTIPs to each named executive officer under the Omnibus Plan and the partnership agreement. The AO LTIPs were issued 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 LTIPs also include a relative TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 1% of the target number of AO LTIP Units subject to the award for each percentage point the Company’s TSR relative to the companies in the Nareit FTSE Equity Office Index with a market capitalization greater than $400 million, but excluding Alexandria Real Estate Equities (the “Index”), is above the 75th percentile or below the 25th percentile, respectively, over the period commencing on the grant date and ending on the third anniversary of the grant date (the “Performance Period”). TSR means, for the Company and the Peer Companies, the total return (expressed as a percentage) that would have been realized by a shareholder who bought one share of common stock of such company at a certain baseline value on the applicable grant date, reinvested each dividend and other distribution declared during the performance period with respect to such share (without deduction for any taxes with respect to such dividends or other distributions), and sold such shares at a certain common share price on the applicable valuation date (without deduction for any taxes with respect to any gain on such sale or any charges in connection with such sale). Appropriate adjustments to TSR are made to take into account all stock dividends, stock splits, reverse stock splits and certain other events that occur during the performance period. For the AO LTIPs granted on January 3, 2022, once the Compensation Committee determines

the number of AO LTIPs that become earned following the end of the three-year performance period, 50% of any AO LTIPs that are earned will vest on the date the number of AO LTIPs that becomes earned is determined and the remaining 50% will vest on January 3, 2026, subject to continued employment.

The percentage of AO LTIPs that may be earned (assuming the 110% of grant date price participation threshold is achieved) will be modified based on the relative TSR of JBG SMITH compared to the Peer Companies over the three-year performance period such that the maximum amount that can be earned is 125% of the target amount and the minimum that can be earned is 75% of the target amount.

On January 3, 2022 each named executive officer also received an award of LTIP Units with time-based vesting requirements (the “Time-Based LTIP Units”) under the Omnibus Plan and the partnership agreement. The Time-Based LTIP Units vest in four equal annual installments beginning on January 3, 2023, subject to continued employment.

2022 Annual Equity Grant Vesting Schedule

The table below provides information on the 2022 annual equity grants made to each of our named executive officers.

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(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.

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(2)

Represents the grant date fair value of the AO LTIP Units granted on January 3, 2022, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 14 to our consolidated financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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(3)

Represents the number of Time-Based LTIP Units that may be earned if employee remains employed through all applicable vesting dates.