DEF 14A of JBG SMITH Properties, Mar 13, 2024

DEF 14A of JBG SMITH Properties

Filed Mar 13, 2024 · FY20230001558370-24-003107

Open on EDGAR

  1. Nominees for Election as Trustees

    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 2025 Annual Meeting. For each person, the table lists the age, as well as the current positions and offices with the Company.

  2. Nominees for Election as Trustees

    | Name | Position with the Company | Served as Trustee since | Age as of the Annual Meeting | | Phyllis R. Caldwell | Trustee | 2021 | 64 | | Scott A. Estes | Trustee | 2017 | 53 | | Alan S. Forman | Trustee | 2017 | 58 | | Michael J. Glosserman | Trustee | 2017 | 78 | | W. Matthew Kelly | Trustee, Chief Executive Officer | 2017 | 51 | | Alisa M. Mall | Trustee | 2020 | 46 | | Carol A. Melton | Trustee | 2017 | 69 | | William J. Mulrow | Trustee | 2017 | 68 | | D. Ellen Shuman | Trustee | 2017 | 69 | | Robert A. Stewart | Independent Chairman of the Board | 2017 | 62 |

  3. Nominees for Election as Trustees

    | 13 | JBG SMITH PROPERTIES |

  4. Nominees for Election as Trustees

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

  5. Nominees for Election as Trustees

    | Phyllis R. Caldwell INDEPENDENT TRUSTEE | | | Age: 64 Trustee Since: 2021 Committees: Corporate Governance and Nominating Other Current Public Boards: Ocwen Financial Corporation, OneMain Holdings, Inc., Oaktree Specialty Lending Corp | Background Ms. Caldwell has been a member of our Board since 2021. Ms. Caldwell has served as a director since January 2015 and was Chair of the Board of Directors of Ocwen Financial Corporation (NYSE: OCN) from March 2016 until January 2023. Ms. Caldwell is managing member of Wroxton Civic Ventures, LLC, which provides advisory services on various financial, housing and economic development matters, a position she has held since January 2012. Previously, Ms. Caldwell was Chief, Homeownership Preservation Office at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives established through the Troubled Asset Relief Program, from November 2009 to December 2011. Prior to such time, Ms. Caldwell held various leadership roles during her 11 years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Since January 2022, Ms. Caldwell has served as an independent director of Oaktree Specialty Lending Corp (NASDAQ: OCSL), and since June 2021 as an independent director of OneMain Holdings, Inc. (NYSE: OMF). Ms. Caldwell also serves on the boards of non-profit organizations engaged in housing and community development finance. Ms. Caldwell received her Master of Business Administration from the Robert H. Smith School of Business at the University of Maryland, College Park and holds a Bachelor of Arts in Sociology, also from the University of Maryland. Qualifications Ms. Caldwell was selected to serve on our Board based on her extensive public company board experience and her deep experience in housing and economic matters. |

  6. Nominees for Election as Trustees

    | Scott A. Estes INDEPENDENT TRUSTEE | | | Age: 53 Trustee Since: 2017 Committees: Audit (Chair) Other Current Public Boards: Essential Properties Realty Trust, American Healthcare REIT, Inc. | Background Mr. Estes served as the Executive Vice President and Chief Financial Officer of Welltower Inc. (NYSE: HCN), a real estate investment trust focused on healthcare infrastructure from January 2009 through October 2017. Mr. Estes joined Welltower Inc. (NYSE: WELL) in April 2003 from Deutsche Bank Securities, a financial firm, where he served as Senior Equity Analyst and Vice President from January 2000 to April 2003. Since August 2022, Mr. Estes has served as a board member and is the current Chairman of the Audit Committee of American Healthcare REIT, Inc. (NYSE: AHR), a real estate investment trust that owns and manages a diverse portfolio of healthcare real estate assets. Since June 2018, Mr. Estes has served on the Board of Directors of Essential Properties Realty Trust (NYSE: EPRT), a real estate investment trust that acquires, owns and manages primarily single tenant properties, where he serves as Chairman of the Board, Chairman of the Audit Committee, and a member of the Compensation Committee. Mr. Estes received his Bachelor of Arts from the College of William and Mary. Qualifications Mr. Estes was selected to serve on our Board based on his financial and business experience as Chief Financial Officer of a large real estate investment trust with responsibilities including oversight of financial reporting, capital raising and allocation, corporate finance and accounting, investor relations, FP&A, tax, legal, internal audit and investment strategy. |

  7. Nominees for Election as Trustees

    | 2024 PROXY STATEMENT | 14 |

  8. Nominees for Election as Trustees

    | Alan S. Forman INDEPENDENT TRUSTEE | | | Age: 58 Trustee Since: 2017 Committees: Compensation | Background Mr. Forman has held advisory positions since May 2022 with KHP Capital Partners and Blue Orchard Capital, where he provides consulting and advisory services to real estate companies. From October 1997 until March 2022, Mr. Forman served as a Director of Investments at the Yale University Investments Office, the team charged with managing the University’s $42 billion endowment fund. Mr. Forman joined the Investments Office in October 1990 as a Senior Financial Analyst, and in October 1992 and October 1994, was promoted to Senior Associate and Associate Director, respectively. Since April 2023, Mr. Forman has served on the Board of Directors of Lirum Therapeutics, a clinical-stage biopharmaceutical company, where he serves on the Nominating, Compensation, and Audit Committees. Mr. Forman previously served on the Board of Directors of Stemline Therapeutics Inc. (NASDAQ: STML), where he was the chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. Mr. Forman also previously served on the Board of Trustees of Acadia Realty Trust (NYSE: AKR), where he served as Chairman of the Compensation Committee and was a member of the Nominating and Corporate Governance Committee. Mr. Forman also served on the Board of Directors of Kimpton Group Holdings, which was ultimately sold to Intercontinental Hotels Group (NYSE: IHG). He served on the Compensation and Nominating and Governance Committees at Kimpton Group Holdings prior to its sale. Mr. Forman received a Bachelor of Arts from Dartmouth College and a Master of Business Administration from the Stern School of Business at New York University. Qualifications Mr. Forman was selected to serve on our Board based on his experience overseeing real estate investments for Yale University’s endowment and, in that capacity, his longstanding investment relationship with the legacy funds formerly organized by The JBG Companies (“JBG”). |

  9. Nominees for Election as Trustees

    | Michael J. Glosserman INDEPENDENT TRUSTEE | | | Age: 78 Trustee Since: 2017 Committees: Audit Other Current Public Boards: CoStar Group, Inc. | Background Mr. Glosserman worked at JBG from March 1979 until he retired in June 2017, and he served as a Managing Partner and chair of JBG’s Executive Committee from 2008 until June 2017 when he retired. He began his career as a staff attorney with the U.S. Department of Justice in March 1971, before moving into commercial real estate investment and development in various senior positions with the Rouse Company between March 1972 and March 1979. He currently serves on the Board of Directors and on the Audit and Nominating and Corporate Governance Committees of the CoStar Group, Inc. (NASDAQ: CSGP), a provider of information, analytics and marketing services to the commercial real estate industry in the United States and United Kingdom. He received his Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and his Juris Doctor from the University of Texas Law School. Qualifications Mr. Glosserman was selected to serve on our Board based on his 51 years of experience in all facets of commercial and residential real estate investment, development, and operations. |

  10. Nominees for Election as Trustees

    | 15 | JBG SMITH PROPERTIES |

  11. Nominees for Election as Trustees

    | W. Matthew Kelly CEO/TRUSTEE | | | Age: 51 Trustee Since: 2017 Committees: None | Background Mr. Kelly has served as our Chief Executive Officer and a member of the Board since our formation. Mr. Kelly worked at JBG from August 2004 until our formation in 2017 and served as Managing Partner and a member of JBG’s Executive Committee and Investment Committee from 2008 to our formation. Mr. Kelly was responsible for the day-to-day oversight of JBG’s investment strategy and the investment and acquisition activity of the JBG Legacy Funds. Prior to joining JBG, he was co-founder of ODAC Inc., a media software company, which he helped start in March 2000, and prior to that worked in private equity and investment banking as an analyst with Thomas H. Lee Partners in Boston, and Goldman Sachs, & Co (NYSE: GS) in New York. Mr. Kelly is a Trustee of the Urban Institute, serves as Chair of the Nareit Executive Board, is a member of the Real Estate Roundtable and serves on the Board of Directors of the Smithsonian Museum of Natural History and the Greater Washington Partnership. He also serves on the board of the Medstar Health, Washington Hospital Center. Mr. Kelly has served in a number of academic posts including as an Executive in Residence of the Steers Center at the McDonough School of Business at Georgetown University. Mr. Kelly received his Bachelor of Arts with honors from Dartmouth College and a Master of Business Administration from Harvard Business School. Qualifications Mr. Kelly was selected to serve on our Board based on his experience as a successful business leader and entrepreneur, as well as the breadth and depth of his experience in all facets of commercial and residential real estate investment, development, and operations. |

  12. Nominees for Election as Trustees

    | Alisa M. Mall INDEPENDENT TRUSTEE | | | Age: 46 Trustee Since: 2020 Committees: Compensation (Chair) | Background Ms. Mall is the Chief Investment Officer of the private investment firm DFO Management, LLC, a position she has held since September 2022. Prior to DFO Management, LLC, Ms. Mall was a managing director at Foresite Capital responsible for corporate development, long-term capital strategy, investor relations and ESG engagement, a position she held from November 2020 to September 2022. Prior to Foresite Capital, Ms. Mall served at Carnegie Corporation from 2009 to October 2020, where she was most recently Managing Director, Investments managing the corporation’s real assets portfolio, and prior to which she served as Associate Director of Investments. Prior to Carnegie Corporation, Ms. Mall served as Director, Equity Capital Markets, at Tishman Speyer Properties from 2007 to 2009. She previously practiced law as a real estate associate at the law firm Orrick, Herrington & Sutcliffe. She is currently a member of the investment committee of UJA Federation of New York, and formerly served on the boards of the Pension Real Estate Association (PREA), Breakthrough New York and the Bronfman Fellowship. She received her Juris Doctor from Stanford Law School and her Bachelor of Arts, magna cum laude, from Yale University. Qualifications Ms. Mall was selected to serve on our Board based on her experience making and overseeing real estate portfolio investments. |

  13. Nominees for Election as Trustees

    | 2024 PROXY STATEMENT | 16 |

  14. Nominees for Election as Trustees

    | Carol A. Melton INDEPENDENT TRUSTEE | | | Age: 69 Trustee Since: 2017 Committees: Corporate Governance and Nominating Other Current Public Boards: The RealReal, Inc. | Background Ms. Melton is the Chief Executive Officer and founder of Adeft Capital, a venture capital firm advising and investing in new innovative companies in a variety of sectors, which she founded in August 2018. Ms. Melton previously served as a senior executive officer of two global media and entertainment companies (formerly known respectively as Time Warner Inc. and Viacom). At Time Warner, Ms. Melton served as Executive Vice President of Global Public Policy from June 2005 until August 2018. Ms. Melton joined Time Warner from Viacom, where she served as Executive Vice President for Government Relations from June 1997 to June 2005. Ms. Melton is a member of the Council on Foreign Relations and serves on the Board of Directors and as Vice Chair of the Economic Club of Washington, DC. Ms. Melton has also served on the Board of Directors for The RealReal, Inc. (NASDAQ: REAL) since August 2020. Ms. Melton received her Bachelor of Arts degree from Wake Forest University, a Master of Arts from the University of Florida and a Juris Doctor from the Washington College of Law at American University. Qualifications Ms. Melton was selected to serve on our Board based on her experience in strategic oversight of policy related activities for global businesses. |

  15. Nominees for Election as Trustees

    | William J. Mulrow INDEPENDENT TRUSTEE | | | Age: 68 Trustee Since: 2017 Committees: Corporate Governance and Nominating (Chair) Other Current Public Boards: Consolidated Edison, Inc., Titan Mining Corporation | Background Mr. Mulrow has served as a senior advisor to Blackstone, an alternative asset manager, since May 2017. Mr. Mulrow has served as a Director of Consolidated Edison, Inc. (NYSE: ED) since November 2017 and Titan Mining Corporation (TSX: Tl) since October 2018. Mr. Mulrow previously served as a Director of Arizona Mining Inc. (TSX: AZ) from June 2017 until June 2018. From January 2015 to April 2017, Mr. Mulrow served as Secretary to Andrew M. Cuomo, former Governor of the State of New York. Prior to his service in the Governor’s office, Mr. Mulrow worked as a Senior Managing Director at Blackstone from April 2011 to January 2015. Mr. Mulrow has also worked in senior positions at Paladin Capital Group, Citigroup (NYSE: C), Rothschild and Donaldson, Lufkin and Jenrette Securities Corporation. Mr. Mulrow has served in a number of academic posts including the Board of Advisors for the Taubman Center for State and Local Government at the Harvard University John F. Kennedy School of Government and on the Board of the Maxwell School of Citizenship and Public Affairs at Syracuse University. Mr. Mulrow received a Bachelor of Arts, cum laude, from Yale University and a Master of Public Administration from the Harvard University John F. Kennedy School of Government. Qualifications Mr. Mulrow was selected to serve on our Board based on his more than 30 years of experience in business, government, and politics. |

  16. Nominees for Election as Trustees

    | 17 | JBG SMITH PROPERTIES |

  17. Nominees for Election as Trustees

    | D. Ellen Shuman INDEPENDENT TRUSTEE | | | Age: 69 Trustee Since: 2017 Committees: Compensation; Audit | Background Ms. Shuman has been an institutional investor for over three decades, and now serves as an investment advisor to several charitable organizations, family offices, and a public pension. Since May 2020, Ms. Shuman has been the Chair of the Investment Advisory Council for the State of Connecticut, advising the Treasurer on the investment of $55 billion in assets. She has been an investment committee member of the Jack Kent Cooke Foundation since May 2021, the Community Foundation of Greater New Haven since October 2004 and the American Academy of Arts and Letters since June 2005. Formerly, she was a Trustee of Bowdoin College from 1992 to 2013, serving as Vice Chair, Audit Committee chair, and an investment committee member. Ms. Shuman has been a member of the Board of Directors and serves on the Audit Committee of RS Capital, a private wealth management firm, since May 2022. In addition to our Board, she has previously served on the board of directors of several public companies, including Meristar Hospitality and General American Investors. From 2013 to 2020, Ms. Shuman served as co-Founder and Managing Partner of Edgehill Endowment Partners, an Outsourced Chief Investment Officer to educational and other charitable institutions. Prior to founding Edgehill, she was Vice President and Chief Investment Officer of Carnegie Corporation of New York, a private foundation, from 1999 to 2011. Ms. Shuman was the Director of Investments at the Yale Investment Office from 1986 to 1998. Ms. Shuman received her Bachelor of Arts degree, magna cum laude, from Bowdoin College and a Master of Public and Private Management from the Yale University School of Management. Qualifications Ms. Shuman was selected to serve on our Board based on her experience in the management of investments for endowments and foundations. |

  18. Nominees for Election as Trustees

    | Robert A. Stewart INDEPENDENT CHAIRMAN OF THE BOARD | | | Age: 62 Trustee Since: 2017 Committees: None | Background Mr. Stewart served as our Executive Vice Chairman from our formation until July 2020, when he retired from the Company, and currently serves as Chairman of our Board. Mr. Stewart worked at JBG from February 1988 until our formation in 2017, serving as Managing Partner and Chair of the Investment Committee, and, during his tenure with JBG, focused on the acquisition, financing and disposition of JBG investments, conceiving development plans for JBG assets and the asset management and fundraising processes. Mr. Stewart served as a member of JBG’s Executive Committee until our formation. Mr. Stewart received his Bachelor of Arts from Princeton University and a Master of Business Administration from The Wharton School of the University of Pennsylvania. Qualifications Mr. Stewart was selected to serve on our Board based on his experience as a successful business leader, as well as his extensive experience in all facets of commercial and residential real estate investment, development, and operations. |

  19. Nominees for Election as Trustees

    | VOTE REQUIRED AND RECOMMENDATION | | Trustees are elected by a majority of all votes cast in uncontested elections. There is no cumulative voting in the election of trustees. For purposes of this Proposal 1, 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. ✔ THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE NOMINEES SET FORTH ABOVE. |

  20. Nominees for Election as Trustees

    | 2024 PROXY STATEMENT | 18 |

  21. Nominees for Election as Trustees

    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 adopted a policy in 2018, which shareholders approved by a non-binding advisory vote, providing for an annual Say-on-Pay vote. At this Annual Meeting, shareholders will again be asked to approve the frequency of the Say-on-Pay vote. For more information, see Proposal 3. Following the Annual Meeting, our Board will carefully consider the shareholder vote resulting from Proposal 3 and evaluate the options for how frequently we hold Say-on-Pay votes until the next Say-on-Frequency vote is conducted, which will be no later than 2030. If the Board determines to continue the annual Say-on-Pay vote, we anticipate that the next Say-on-Pay vote will occur at the 2025 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:

  22. Nominees for Election as Trustees

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

  23. Nominees for Election as Trustees

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

  24. Nominees for Election as Trustees

    | ● | corporate governance and regulatory factors related to executive compensation; and |

  25. Nominees for Election as Trustees

    | ● | marketplace compensation levels and practices. |

  26. Nominees for Election as Trustees

    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.”

  27. Nominees for Election as Trustees

    | VOTE REQUIRED AND RECOMMENDATION | | The affirmative vote of a majority of the votes cast at the Annual Meeting is required for approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of approving this Proposal 2, 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. ✔ THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |

  28. Nominees for Election as Trustees

    | 19 | JBG SMITH PROPERTIES |

  29. Nominees for Election as Trustees

    Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation We are presenting this proposal to provide shareholders the opportunity to cast a non-binding advisory vote on how frequently the Company should submit a "Say-on-Pay" proposal to the shareholders for consideration. As a shareholder, you may vote for one of the following choices, as indicated on the proxy card: to hold the advisory "Say-on-Pay" vote on executive compensation every ONE, TWO or THREE years, or to abstain from voting. We believe that "Say-on-Pay" votes should be conducted every year so that shareholders may express their views on our executive compensation program on an annual basis. We believe that an annual advisory "Say-on-Pay" vote is in keeping with our desire to remain accountable to our shareholders and to continue exercising good corporate governance practices. Although the vote on this resolution is advisory only and will not bind us to take any particular action, we value the views of our shareholders and will consider the outcome of this vote in determining how frequently to conduct our Say-on-Pay vote.

  30. Nominees for Election as Trustees

    | VOTE REQUIRED AND RECOMMENDATION | | The affirmative vote of a majority of all votes cast at the Annual Meeting is required for approval, on a non-binding advisory basis, of the frequency of the "Say-on-Pay" vote in the future. Because shareholders have several voting choices, it is possible that no single choice will receive a majority of the votes cast. If that occurs, we will consider the option receiving the most votes to be the option approved, on a non-binding advisory basis, by shareholders. Although the Board is making a recommendation with respect to this proposal, shareholders are being asked to vote on the choices specified above, and not whether they agree or disagree with the Board's recommendation. For purposes of this Proposal 3, 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. ✔ THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE “1 YEAR” ALTERNATIVE SET FORTH IN THE PROXY CARD. |

  31. Nominees for Election as Trustees

    | 2024 PROXY STATEMENT | 20 |

  32. Nominees for Election as Trustees

    Amendment to the Omnibus Plan to Increase the Number of Common Shares Available for Issuance Under the Plan Upon recommendation of the Compensation Committee, the Board approved an amendment to the Omnibus Plan to increase the total number of the Company’s common shares reserved for issuance under the Omnibus Plan by 7,500,000 common shares (the “Omnibus Plan Amendment”), subject to approval by our shareholders. The Omnibus Plan Amendment makes no other changes to the existing terms of the Omnibus Plan. We are asking our shareholders to approve the Omnibus Plan Amendment. The Omnibus Plan originally reserved a total of 10,330,200 shares, which reserve was subsequently increased by amendment to a total of 18,330,200 shares, of which 2,652,122 remain available for future grants as of February 26, 2024. The purpose of the Omnibus Plan is to promote the financial interests of JBG SMITH by enhancing our ability to attract and retain employees, non-employee trustees, advisors, and consultants of outstanding ability and providing such persons with a way to acquire or increase their proprietary interest in the Company’s success. The Board is recommending this amendment to the Omnibus Plan to increase the number of common shares available for issuance under the Omnibus Plan by 7,500,000 shares (to 25,830,200 total shares) for four primary reasons:

  33. Nominees for Election as Trustees

    | ● | the Company grants equity awards throughout the organization as evidenced by an average of over 148 employees receiving such awards in each of 2021, 2022, and 2023; |

  34. Nominees for Election as Trustees

    | ● | certain trustees, executive officers, and other members of senior management regularly elect to receive all or a portion of their trustee fees and cash bonuses in the form of OP Unit-based awards; |

  35. Nominees for Election as Trustees

    | ● | the Board has established rigorous performance criteria, the achievement of which is tied to the number of performance-based awards ultimately earned, and 68% of the equity awards granted to our named executive officers through February 26, 2024 have been performance-based awards; and |

  36. Nominees for Election as Trustees

    | ● | based on the grant date fair value of our appreciation-only long-term incentive partnership units (“AO LTIP Units”) as calculated by our independent appraiser, our burn rate when granting AO LTIPs is significantly higher than would otherwise be the case if we were to issue only time-based long-term incentive partnership units (“LTIPs”). The AO LTIP Units (which do not provide any value until a certain share price is consistently achieved) have been our primary form of performance-based equity awards since 2021 and are expected to serve that purpose for the foreseeable future. |

  37. Nominees for Election as Trustees

    For these reasons, the Company requires a substantial pool of shares to be available for issuance under the Omnibus Plan. If our shareholders do not approve the Omnibus Plan Amendment, the Omnibus Plan will continue, and compensatory equity-based compensation will continue under the Omnibus Plan to the extent common shares are available for issuance thereunder. As of February 26, 2024, there were 2,652,122 shares available for future grants under the Omnibus Plan (without giving effect to additional shares that may become available upon the future expiration, forfeiture, or cancellation of outstanding awards). The Board and the Compensation Committee believe that, if the Omnibus Plan Amendment is not approved, our ability to align the interests of key personnel with shareholders through equity-based compensation would be compromised, disrupting our compensation program and impairing our ability to recruit, retain, and reward key personnel, or requiring us to shift our compensation plan to include more cash compensation.

  38. Annual Non-Employee Trustee Compensation

    | | Fees Earned | Share | | | Name | in Cash(1) | Awards(2) | Total | | Phyllis R. Caldwell | $105,000 | $99,994 | $204,994 | | Scott A. Estes | $125,000 | $99,994 | $224,994 | | Alan S. Forman | $105,000 | $99,994 | $204,994 | | Michael J. Glosserman | $110,000 | $99,994 | $209,994 | | Charles E. Haldeman, Jr.(3) | $36,667 | $99,994 | $136,661 | | Alisa M. Mall | $115,000 | $99,994 | $214,994 | | Carol A. Melton | $105,000 | $99,994 | $204,994 | | William J. Mulrow | $115,000 | $99,994 | $214,994 | | D. Ellen Shuman | $111,667 | $99,994 | $211,661 | | Robert A. Stewart | $100,000 | $99,994 | $199,994 |

  39. Biographies

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

  40. Biographies

    | M. Moina Banerjee | | | | Ms. Banerjee has served as our Chief Financial Officer since December 2020, prior to which she served as Executive Vice President, Head of Capital Markets since December 2018 and as an Executive Vice President since our formation in 2017. Ms. Banerjee worked at JBG from August 2010 until our formation, serving as a Principal in the Investments group and on the Management Committee. Prior to joining JBG, Ms. Banerjee worked at the Blackstone Group in New York, focusing primarily on office, hotel, and senior living acquisitions. She also worked within Citigroup’s (NYSE: C) Investment Banking Division in New York. Ms. Banerjee has served on the Board of Directors of Expedia Group, Inc. (NASDAQ: EXPE), a global travel platform, and chair of its Audit Committee, since February 2023. Ms. Banerjee graduated with a Bachelor of Science in International Economics from Georgetown University and earned a Master of Business Administration from The Wharton School of the University of Pennsylvania. |

  41. Biographies

    | Kevin “Kai” Reynolds | | | | Mr. Reynolds has served as our Chief Development Officer since December 2018, prior to which he served as our Co-Chief Development Officer since our formation in 2017. Mr. Reynolds worked at JBG from May 2003 until our formation, serving as a JBG partner and on the Management Committee and was responsible for overseeing the Development group. Mr. Reynolds has over 20 years of real estate experience. Prior to joining JBG, he worked in development for Gables Residential. Mr. Reynolds received his Bachelor of Arts from the University of Western Ontario and a Master of Business Administration from the University of North Carolina’s Kenan-Flagler Business School. |

  42. Biographies

    | 47 | JBG SMITH PROPERTIES |

  43. Biographies

    | George L. Xanders | | | | Mr. Xanders has served as our Chief Investment Officer since January 2021, prior to which he served as Executive Vice President, Co-Head of Acquisitions since January 2019 and as an Executive Vice President since the Company’s formation in 2017. Mr. Xanders has been a member of JBG SMITH’s Investment Committee since January 2019. Prior to our formation, Mr. Xanders worked at JBG beginning in July 2008, serving as an Executive Vice President in the Investments group. Mr. Xanders graduated with a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill. |

  44. Biographies

    | Steven A. Museles | | | | Mr. Museles has served as our Chief Legal Officer and Corporate Secretary since our formation in 2017. From August 2013 until joining JBG in March 2017, Mr. Museles served as Chief Legal Officer and Chief Compliance Officer of Alliance Partners, a credit-focused asset management firm. Prior to joining Alliance Partners, Mr. Museles served in several capacities at CapitalSource Inc. (NYSE: CSE), a specialty finance company, including as a member of the Board of Directors, Co- Chief Executive Officer, and Chief Legal Officer and Secretary. Prior to joining CapitalSource, he practiced corporate and securities law as a partner at Hogan Lovells. Mr. Museles served on the Board of Directors of Revolution Acceleration Acquisition Corp (NASDAQ: RAAC) from December 2020 to July 2021. Mr. Museles received his Bachelor of Arts from the University of Virginia and Juris Doctor from the Georgetown University Law Center. | | David Ritchey | | | | Mr. Ritchey has served as our Chief Commercial Officer since 2023, prior to which he was Executive Vice President and Director of Commercial Leasing and Asset Management, responsible for overseeing all aspects of the commercial portfolio since joining the Company in 2017. Before joining the Company, Mr. Ritchey was a Senior Vice President at CBRE, Inc. where he completed a wide range of office leasing, investment sales, and national consulting assignments. Mr. Ritchey also led CBRE's Technology and Media practice in the Washington Region. Earlier in his career, he was a development executive for Clark Realty Capital, LLC and a commercial real estate broker for The CAC Group. Mr. Ritchey received his Bachelor of Arts from Washington & Lee University and Master of Science in Real Estate Development from the Massachusetts Institute of Technology. | | Evan Regan-Levine | | | | Mr. Regan-Levine has served as our Chief Strategy Officer since January 2024, prior to which he served as Executive Vice President of Research and Strategic Innovation in our Investments Group since 2019. In that role he was responsible for guiding the firm’s investment strategy with data and analytics and driving large scale strategic initiatives, and special projects. Prior to our formation, Mr. Regan-Levine worked at JBG beginning in March of 2013 in the Investments group. Before joining JBG, he worked at Monday Properties and Jones Lang LaSalle. Mr. Regan‐Levine received his Bachelor of Arts from Georgetown University. |

  45. Biographies

    | 2024 PROXY STATEMENT | 48 |

  46. Biographies

    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 2023. Compensation decisions for our named executive officers are made by the Compensation Committee which administers our executive compensation programs. The Compensation Committee believes the Company has strong compensation practices as evidenced by the fact that in every year except one since its inception the Company received above 90% shareholder support for its Say-on-Pay proposals. For the year ended 2023, our named executive officers and their titles were as follows:

  47. Biographies

    | W. Matthew Kelly Chief Executive Officer | M. Moina Banerjee Chief Financial Officer | Kevin “Kai” Reynolds Chief Development Officer | | George L. Xanders Chief Investment Officer | Steven A. Museles Chief Legal Officer & Secretary | |

  48. Executive Compensation Philosophy and Objectives

    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, clawback policy 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:

  49. Executive Compensation Philosophy and Objectives

    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: Most executive pay is variable “at risk” compensation, designed to achieve pay-for-performance objectives Balanced mix of performance measures used to ensure a focus on our overall performance Strong emphasis on equity-based compensation to provide long-term incentives Compensation Committee has engaged an independent compensation consultant 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 Executive officers and trustees are subject to rigorous share ownership guidelines Clawback policy for performance-based compensation • Guaranteed salary increases, cash incentive compensation or equity grants • Extensive perquisites or supplemental benefits to our executive officers • Excise tax gross up payments • Hedging or pledging of our securities by our executive officers, including named executive officers • Single trigger change-in-control provisions • Single trigger change-in-control provisions

  50. Annual Cash Incentive Program

    Annual Cash Incentive Program Our short-term incentive (cash bonus) program (“STIP”) 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 STIP. Payouts under our STIP 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 (i) created threshold, target, and maximum tiers for substantially all the corporate goals, (ii) weighted the goals based on their strategic importance, and (iii) added an ESG scorecard covering all the Company’s significant ESG activities.

  51. Annual Cash Incentive Program

    | 2024 PROXY STATEMENT | 52 |

  52. ANNUAL CASH INCENTIVE BONUS PROGRAM EVOLUTION

    ANNUAL CASH INCENTIVE BONUS PROGRAM EVOLUTION The goals (and their weightings) necessary to earn the respective bonus payout amounts (as a percentage of salary) in 2023 as determined in February 2023 are set forth below:

  53. ANNUAL CASH INCENTIVE BONUS PROGRAM EVOLUTION

    | 53 | JBG SMITH PROPERTIES |

  54. Role of the Compensation Consultant

    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 2023, 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) 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); (2) analyze current compensation conditions among the Company’s peers and assess the competitiveness and appropriateness of compensation levels for our executive officers; (3) recommend to the Compensation Committee any modifications or additions to the Company’s existing compensation programs that it deemed advisable; and (4) 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 attends substantially all 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 $114,750 in 2023 for its services as a compensation consultant. The Compensation Committee annually considers all factors relevant to FPC’s independence from management, including those identified by the NYSE, and has determined that FPC has no conflict of interest and is independent.

  55. Use of Comparative Market Data

    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 provide insights 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 not to modify the peer group that it had used last year, as shown below.

  56. Use of Comparative Market Data

    | 2024 PROXY STATEMENT | 54 |

  57. Use of Comparative Market Data

    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 third-party 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, 2023, this peer group had total capitalization ranging from approximately $2.7 billion to $8.5 billion, with a median of approximately $5.4 billion. Our total capitalization at that time of approximately $4.5 billion ranked at the 28th percentile. This peer group comprises the following companies:

  58. Use of Comparative Market Data

    | Company Name | Similar Property Type | Similar Size(1) | Washington DC Presence | Cite JBG SMITH as Peer | | Acadia Realty Trust | | ✓ | | | | COPT Defense Properties | ✓ | ✓ | ✓ | ✓ | | Cousins Properties Incorporated | ✓ | ✓ | | ✓ | | Douglas Emmett, Inc. | ✓ | ✓ | | ✓ | | Easterly Government Properties, Inc. | ✓ | ✓ | ✓ | | | Empire State Realty Trust, Inc. | ✓ | ✓ | | ✓ | | Hudson Pacific Properties, Inc. | ✓ | ✓ | | | | Paramount Group, Inc. | ✓ | ✓ | | | | Park Hotels & Resorts Inc. | | ✓ | ✓ | ✓ | | Pebblebrook Hotel Trust | | ✓ | ✓ | | | Tanger Inc. | | ✓ | | | | The Macerich Company | | ✓ | | ✓ | | Urban Edge Properties | | ✓ | | | | Veris Residential, Inc. | ✓ | ✓ | | ✓ |

  59. Use of Comparative Market Data

    | (1) Defined by total capitalization. |

  60. Use of Comparative Market Data

    | 55 | JBG SMITH PROPERTIES |

  61. Elements of Executive Compensation Program

    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 set of goals, each weighted according to its importance, should be met to earn threshold, target and maximum bonus amounts (as a percentage of salary). For 2023, 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. Additionally, our executives have the option to elect to receive all or a portion of their cash bonuses in the form of LTIP Units. As indicated in the charts below, Messrs. Kelly and Xanders each participated in this option, with each electing to receive 100% of their 2023 cash bonuses in the form of fully vested LTIP Units. 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. 2023 Actual Executive Pay Mix Before and After Cash Bonus Equity Election

  62. Before Cash Bonus Equity Election

    Before Cash Bonus Equity Election

  63. After Cash Bonus Equity Election

    After Cash Bonus Equity Election

  64. After Cash Bonus Equity Election

    | 57 | JBG SMITH PROPERTIES |

  65. 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, Operating Portfolio Net Operating Income (NOI), 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:

  66. After Cash Bonus Equity Election

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

  67. After Cash Bonus Equity Election

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

  68. After Cash Bonus Equity Election

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

  69. After Cash Bonus Equity Election

    Fiscal Year 2023 Executive Bonus Objectives The table below summarizes the Company’s 2023 performance against each of the performance objectives established by the Compensation Committee in February, as well as the significance of each performance objective for purposes of determining executive compensation. FINANCIAL OBJECTIVE (30%): Operating Portfolio Net Operating Income (NOI)(1)

  70. After Cash Bonus Equity Election

    | Threshold | Target | Maximum | 2023 Result | Objective Achievement | | $306.0M | $311.0M | $316.0M | $322.0M | MAXIMUM |

  71. After Cash Bonus Equity Election

    Why is this objective important? NOI is a supplemental portfolio performance measure that reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items, and is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. Performance: For the year ended December 31, 2023, the Company achieved NOI of $322.0 million, which exceeded its target goal by approximately 3.5%. STRATEGIC OBJECTIVES (60%): Out of 8 strategic objectives, must meet 4 objectives for Threshold, 5 objectives for Target, and 7 objectives for Maximum payout.

  72. After Cash Bonus Equity Election

    | Threshold | Target | Maximum | 2023 Result | Objective Achievement | | 4 Objectives | 5 Objectives | 7 Objectives | 7 Objectives | MAXIMUM |

  73. After Cash Bonus Equity Election

    #1 Capital Allocation/Dispositions: Actively market for sale or recapitalization assets totaling $500.0M in estimated value, subject to market conditions

  74. After Cash Bonus Equity Election

    | Target | 2023 Result | Objective Achievement | | Market for sale assets totaling $500M | $665.2M | MET |

  75. After Cash Bonus Equity Election

    Why is this objective important? Recycling capital from asset sales and recapitalizations not only allows us to efficiently access capital to deleverage and create balance sheet capacity for future investment opportunities, but also allows us to sell non-core assets with lower expected potential returns and allocate proceeds to other investments with higher expected returns. Performance: Despite the ongoing negative impact of the pandemic on office space usage and the adverse impact of extremely challenging debt capital markets on real estate capital markets, the Company exceeded its goal for marketing for sale assets by approximately $165 million.

  76. After Cash Bonus Equity Election

    | 2024 PROXY STATEMENT | 58 |

  77. After Cash Bonus Equity Election

    #2 Address $398.0M of debt maturities either through sale, modification, or refinance and recast revolving credit facility, subject to market conditions

  78. After Cash Bonus Equity Election

    | Target | 2023 Result | Goal Achievement | | Address $398M of debt maturities and recast revolving credit facility | Maturities addressed and credit facility recast | MET |

  79. After Cash Bonus Equity Election

    Why is this objective important? Ensuring the Company’s debt maturities are satisfactorily addressed allows us to maintain positive relationships with the Company’s lenders and provides for a strong balance sheet. Performance: The debt capital markets were extremely challenging in 2023 due to ongoing effects of the pandemic on valuations of commercial assets as well as exceptionally high interest rates. Despite these challenging conditions, management successfully addressed $398 million of debt maturing in 2023 and recast its credit facility into a $750 million facility that now matures in 2028.

  80. #8: Present value of executed office leases to budget

    ESG OBJECTIVES (10%): Out of a total of 20 points based on the below scorecard, must get 12 points for Threshold, 15 points for Target and 17 points for Maximum payout.

  81. #8: Present value of executed office leases to budget

    Why is this objective important? The Company is committed to ESG reporting and believes it adds value to our business. Performance: In 2023, the Company created a scorecard covering the significant elements of our ESG effort. The scorecard is set forth below and includes sustainability, governance, human capital, and D&I elements. The Company attained the maximum 20 out of 20 points on the scorecard.

  82. #8: Present value of executed office leases to budget

    | | | | Portion of | | | | | Bonus | | | Maximum | | Elected to be | | | Bonus | Bonus | Taken in | | Name | Opportunity | Awarded | LTIP Units | | W. Matthew Kelly | $1,125,000 | $1,125,000 | 100% | | M. Moina Banerjee | $825,000 | $825,000 | — | | Kevin “Kai” Reynolds | $750,000 | $750,000 | — | | George L. Xanders | $712,500 | $712,500 | 100% | | Steven A. Museles | $600,000 | $600,000 | — |

  83. #8: Present value of executed office leases to budget

    Equity Incentive Compensation. We provide equity awards pursuant to the Omnibus Plan, which serves as the long-term incentive element of our target pay mix for our executive compensation. The Omnibus Plan provides for grants of options, share-based awards, partnership unit awards and performance-based equity awards to trustees, officers, and employees of JBG SMITH and its subsidiaries. In addition, we grant equity awards pursuant to the partnership agreement of our operating partnership, to the extent the awards are based on interests in our operating partnership. The purpose of the equity awards is to attract, retain and motivate our trustees, officers, and employees by providing them with a proprietary interest in our long-term success or compensation based on the attainment of performance goals.

  84. 2023 Annual Equity Grants

    2023 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 AO LTIP Units that have economics identical to stock options. The AO LTIP Units were structured with a participation threshold of 110% of the grant date price, vest 50% on the third and fourth anniversaries of the grant date and have a term of 10 years. The AO LTIP Units also included a relative 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. This modification to the Company’s annual equity award structure was discussed in the meetings with investors, and investors understood and supported the rationale for the shift in our approach (i.e., 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

  85. 2023 Annual Equity Grants

    | 2024 PROXY STATEMENT | 62 |

  86. 2023 Annual Equity Grants

    price performance is) to focus more on the Company’s share price performance while including a relative performance component. These AO LTIP Units were included in the annual equity awards granted in January of 2021, 2022 and 2023. On January 3, 2023, we granted AO LTIP Units to each named executive officer under the Omnibus Plan and the partnership agreement. For the AO LTIP Units granted on January 3, 2023, once the Compensation Committee determines the number of AO LTIP Units that become earned following the end of the three-year performance period, 50% of any AO LTIP Units that are earned will vest on the date the number of AO LTIP Units that becomes earned is determined and the remaining 50% will vest January 3, 2027, subject to continued employment. The percentage of AO LTIP Units that may be earned (assuming the 110% of grant date price participation threshold is achieved) will be modified based on the relative TSR of JBG SMITH compared to the Peer Companies over the three-year performance period such that the maximum amount that can be earned is 125% of the target amount and the minimum that can be earned is 75% of the target amount. On January 3, 2023 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, 2024, subject to continued employment.

  87. 2023 Annual Equity Grants

    | 63 | JBG SMITH PROPERTIES |

  88. 2023 Annual Equity Grants

    The table below provides information on the 2023 annual equity grants made to each of our named executive officers.

  89. 2023 Annual Equity Grants

    | | AO LTIP Units | | Time-Based LTIP Units | | | Name | #(1) | Value(2) | #(3) | Value(4) | | W. Matthew Kelly | 804,289 | $2,999,998 | 169,395 | $2,999,985 | | M. Moina Banerjee | 167,560 | $624,999 | 35,290 | $624,986 | | Kevin “Kai” Reynolds | 201,072 | $749,999 | 42,348 | $749,983 | | George L. Xanders | 154,155 | $574,998 | 32,467 | $574,991 | | Steven A. Museles | 126,675 | $472,498 | 26,679 | $472,485 |

  90. 2023 Annual Equity Grants

    | (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. |

  91. 2023 Annual Equity Grants

    | (2) Represents the grant date fair value of the AO LTIP Units granted on January 3, 2023, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  92. 2023 Annual Equity Grants

    | (3) Represents the number of Time-Based LTIP Units that may be earned if employee remains employed through all applicable vesting dates. |

  93. 2023 Annual Equity Grants

    | (4) Represents the grant date fair value of the Time-Based LTIP Units granted on January 3, 2023, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  94. Results of 2021 Performance-Based LTIP Units

    Results of 2021 Performance-Based LTIP Units On January 1, 2021, each named executive officer received an award of LTIP Units with performance-based vesting requirements (“2021 Performance-Based LTIP Units”) that were eligible to vest based on the relative TSR of JBG SMITH compared to our Peer Companies, as well as absolute TSR, over the three-year performance period beginning on the January 1, 2021 grant date. The terms of the 2021 Performance-Based LTIP Units provide that if our TSR is negative for the three-year performance period, 50% of the units that otherwise would have been earned based on relative TSR are automatically forfeited at the end of the performance period, and only 50% of the 2021 Performance-Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if our TSR becomes positive within seven years following the end of the three-year performance period. The relative TSR goals for the 2021 Performance-Based LTIP Units were set at the outset of the three-year period and the Company failed to attain the threshold levels of performance, resulting in a 0% payout for these awards:

  95. Results of 2021 Performance-Based LTIP Units

    | | | | | | | Modified | | | Threshold | Target | Maximum | Actual | Percentage | Percentage | | | (25% Payout) | (50% Payout) | (100% Payout) | Performance | Payout | Payout | | Relative TSR: | 35th percentile | 55th percentile | 75th percentile | 29th percentile | 0% | 0% |

  96. Results of 2021 Performance-Based LTIP Units

    The total 2023 compensation received by each of our named executive officers is as follows:

  97. Results of 2021 Performance-Based LTIP Units

    | | | | Annual | | | | | Base | | Share | All Other | Total | | Name and Principal Position(1) | Salary | Bonus | Awards(2) | Compensation | Compensation | | W. Matthew Kelly | $750,000 | $1,125,000 | $5,999,983 | $9,900 | $7,884,883 | | Chief Executive Officer | | | | | | | M. Moina Banerjee | $550,000 | $825,000 | $1,249,985 | $9,900 | $2,634,885 | | Chief Financial Officer | | | | | | | Kevin “Kai” Reynolds | $500,000 | $750,000 | $1,499,982 | $9,900 | $2,759,882 | | Chief Development Officer | | | | | | | George Xanders | $475,000 | $712,500 | $1,149,989 | $9,900 | $2,347,389 | | Chief Investment Officer | | | | | | | Steven A. Museles | $400,000 | $600,000 | $944,983 | $9,900 | $1,954,883 | | Chief Legal Officer | | | | | |

  98. Results of 2021 Performance-Based LTIP Units

    | 2024 PROXY STATEMENT | 64 |

  99. Results of 2021 Performance-Based LTIP Units

    | (1) The foregoing table supplements and omits certain items required by SEC rules to be reported in the Summary Compensation Table presented in the “Compensation of Executive Officers” Section in this proxy statement and is not a substitute for the amounts reported in the Summary Compensation Table. |

  100. Results of 2021 Performance-Based LTIP Units

    | (2) Amounts reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2023 and (2) AO LTIP Units granted in January 2023, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  101. Results of 2021 Performance-Based LTIP Units

    The graphic below summarizes the status and payout percentages of the performance-based award grants since 2017, including those for which the performance period is in progress and those for which an award will be earned upon achievement of positive TSR (in which case payout percentages are based on the tracking status of the award as of December 31, 2023). As shown, Company executives have earned below 50% of maximum payout in each of the last three completed periods, indicating that executive incentive pay is strongly impacted by Company performance and aligned with shareholder interests in that regard.

  102. Results of 2021 Performance-Based LTIP Units

    | (1) Status and percentage payout of in-flight awards assumes award measurement period ended on December 31, 2023. |

  103. Results of 2021 Performance-Based LTIP Units

    | (2) Percentage earned contingent upon achievement of positive TSR not later than January 30, 2030. |

  104. Results of 2021 Performance-Based LTIP Units

    | (3) As of December 31, 2023, the awards were tracking to earn 81.2% of their maximum payout based on their relative performance, but our share price was below the threshold share price necessary for the awards to be exercised. |

  105. Results of 2021 Performance-Based LTIP Units

    | (4) As of December 31, 2023, the awards were tracking to earn 80% of their maximum payout based on their relative performance, but our share price was below the threshold share price necessary for the awards to be exercised. |

  106. Results of 2021 Performance-Based LTIP Units

    | 65 | JBG SMITH PROPERTIES |

  107. Results of 2021 Performance-Based LTIP Units

    Below we have shown the grant date fair value of all CEO equity awards issued in the period between 2018-2023 versus the value actually realized on the date of vesting (or being tracked to realize for those awards that are still outstanding). Over this period, the actual realized pay value for both our CEO, whose base salary has not increased since 2018, and each of our NEOs is approximately one-half of the awards’ value at date of grant and reported in the Summary Compensation Table, below. We believe this realized pay value is indicative of our CEO’s alignment with our shareholders and illustrative of the importance of focusing upon actual pay realized rather than the grant date values reported in the Summary Compensation Table. For purposes of calculating the value of the LTIPs in lieu of cash bonuses received by our CEO in the realized pay graph below, we have used the closing price of our common shares on the grant date.

  108. Results of 2021 Performance-Based LTIP Units

    | 2024 PROXY STATEMENT | 66 |

  109. Results of 2021 Performance-Based LTIP Units

    We believe our large development pipeline and placemaking strategy using multifamily, office, and retail assets and our strategy to transition to a majority multifamily portfolio distinguish our business from the other REITs in our peer set. This long-term, complex strategy has produced several game-changing accomplishments, including the 2018 selection of National Landing as Amazon’s new headquarters and the delivery of the first phase thereof, Metropolitan Park, in 2023, as well as the announced planned relocation of Monumental Sports & Entertainment to National Landing, which is expected to generate 8.1 million square feet of future development opportunities, subject to definitive documentation and applicable governmental approvals. However, as the graphics above indicate, the long-term effort to cultivate and capitalize upon these opportunities, often expected to span five or more years, is not reflected in the value of our long-term incentive awards, the performance periods of which are set at the three-year period which is the standard in our peer set. As the graphic above indicates, Mr. Kelly’s base salary and target bonus have been unchanged since 2017, and Mr. Kelly has elected to receive 100% of his bonus in equity for six consecutive years. Since 2018, Mr. Kelly’s aggregate compensation mix is 8.1% cash and 91.9% equity.

  110. Revised Structure of 2024 Annual Performance-Based Awards

    Revised Structure of 2024 Annual Performance-Based Awards AO LTIP Units were first included in our annual equity awards granted in January 2021 as a replacement for performance based LTIPs. In addition to a participation threshold of 110% of the grant date price, the AO LTIPs also initially included 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 our peer companies (as defined in the applicable award agreement) is above the 75th percentile or below the 25th percentile, respectively, over the performance period. The inclusion of AO LTIPs in our annual equity award structure was discussed in meetings with investors, who expressed support for the shift in our approach away from performance based LTIPs. Investors also understood that, in light of the Company’s ongoing transition to majority multifamily, its performance relative to either office or multifamily companies is not as relevant as absolute share price performance during the transitory period. We nonetheless believe continued inclusion of a relative performance modifier as a component of our AO LTIP structure is warranted during this transition period, and we have strengthened this modifier as our transition has progressed. In 2023, the Compensation Committee determined to revise and simplify the relative TSR modifier component of the AO LTIP Units such that it would have a greater impact on the economics of the awards. To that end, for the AO LTIP Units issued in January 2024, the relative TSR modifier will increase the number of AO LTIP Units that will ultimately be earned by 25% if the Company’s TSR relative to the Index is above the 75th percentile and reduce the number of AO LTIP Units that will ultimately be earned by 25% if the Company’s TSR relative to the Index is below the 25th percentile.

  111. Revised Structure of 2024 Annual Performance-Based Awards

    | 67 | JBG SMITH PROPERTIES |

  112. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs. These agreements protect our executives by providing:

  113. Employment Agreements

    | ● | certain severance benefits in the event of termination without “cause” or resignation for “good reason” (each as defined in the agreements); and |

  114. Employment Agreements

    | ● | enhanced severance benefits in the event of termination without “cause” or resignation for “good reason” following a change of control of our Company. |

  115. Employment Agreements

    In addition, these agreements protect the Company from certain business risks such as threats from competitors, loss of confidentiality, disparagement and solicitation of employees. Consistent with good governance practices, our employment agreements do not include Section 280G excise tax gross-ups. The employment agreements, as most recently amended and restated, are described in more detail below under “Compensation of Executive Officers — Narrative Disclosure to Summary Compensation Table and Grants of Plan- Based Awards Table” section below.

  116. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid to our named executive officers in the fiscal years ended December 31, 2023, 2022, and 2021.

  117. Summary Compensation Table

    | | | | | Share | All Other | | | Name and Principal Position | Year | Salary | Bonus(1) | Awards(2) | Compensation(3) | Total | | W. Matthew Kelly | 2023 | $750,000 | $1,125,000 | $5,999,983 | $9,900 | $7,884,883 | | Chief Executive Officer | 2022 | $750,000 | $1,125,000 | $5,999,994 | $9,150 | $7,884,144 | | | 2021 | $750,000 | $1,125,000 | $14,215,815 | $8,700 | $16,099,515 | | M. Moina Banerjee | 2023 | $550,000 | $825,000 | $1,249,985 | $9,900 | $2,634,885 | | Chief Financial Officer | 2022 | $550,000 | $825,000 | $1,099,987 | $9,150 | $2,484,137 | | | 2021 | $550,000 | $825,000 | $3,674,169 | $8,700 | $5,057,869 | | Kevin “Kai” Reynolds | 2023 | $500,000 | $750,000 | $1,499,982 | $9,900 | $2,759,882 | | Chief Development Officer | 2022 | $500,000 | $750,000 | $1,499,988 | $9,150 | $2,759,138 | | | 2021 | $500,000 | $750,000 | $4,249,176 | $8,700 | $5,507,876 | | George L. Xanders | 2023 | $475,000 | $712,500 | $1,149,989 | $9,900 | $2,347,389 | | Chief Investment Officer | 2022 | $425,000 | $637,500 | $999,974 | $9,150 | $2,071,624 | | | 2021 | $375,000 | $562,500 | $3,599,161 | $8,700 | $4,545,361 | | Steven A. Museles | 2023 | $400,000 | $600,000 | $944,983 | $9,900 | $1,954,883 | | Chief Legal Officer | 2022 | $400,000 | $600,000 | $944,976 | $9,150 | $1,954,126 | | | 2021 | $400,000 | $600,000 | $3,694,151 | $8,700 | $4,702,851 |

  118. Summary Compensation Table

    | (1) Amounts reflect cash bonuses for services rendered in each of 2023, 2022, and 2021. For a discussion of how the 2023 bonuses were determined, see “Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Cash Bonus” above. Messrs. Kelly and Xanders each elected to receive the entirety of their 2023, 2022 and 2021 bonuses in the form of LTIP Units. The following LTIP Units were awarded on January 2, 2024 for services rendered in 2023: Mr. Kelly — 78,836 LTIP Units and Mr. Xanders — 49,929 LTIP Units. The number of LTIPs issued was determined by dividing the cash amount of the bonus the named executive officer elected to forego by the grant date fair value as calculated in accordance with FASB ASC Topic 718. Each of Mr. Kelly and Mr. Xanders actually earned an award under the Company's 2023 Short Term Incentive Compensation Plan at the maximum level. The following LTIP Units were awarded on February 17, 2023 for services rendered in 2022: Mr. Kelly — 70,754 LTIP Units and Mr. Xanders — 40,094 LTIP Units. The following LTIP Units were awarded on February 18, 2022 for services rendered in 2021: Mr. Kelly — 50,698 LTIP Units and Mr. Xanders — 25,349 LTIP Units. |

  119. Summary Compensation Table

    | (2) The amounts disclosed in this column do not represent actual amounts paid in cash to or value realized by the named executive officer. Amounts for 2023 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2023 and (2) AO LTIP Units granted in January 2023. All amounts shown reflect the aggregate grant date fair value of the awards, each as calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023. Amounts for 2022 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2022 and (2) AO LTIP Units granted in January 2022. All amounts shown reflect the aggregate grant date fair value of the awards, each as 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. Amounts for 2021 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in January 2021, (2) Performance-Based LTIP Units granted in January 2021, (3) Time-Based LTIP Units granted in July 2021 and (4) Performance-Based LTIP Units granted in July 2021. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021. For further detail and discussion of each of these awards, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table” below. |

  120. Summary Compensation Table

    | (3) Amounts for 2023, 2022, and 2021 consist of the value of our 401(k) plan match. |

  121. Summary Compensation Table

    | 71 | JBG SMITH PROPERTIES |

  122. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth information concerning the grants of plan-based awards made to each of our named executive officers for the fiscal year ended December 31, 2023.

  123. Grants of Plan-Based Awards in 2023

    | | | | Estimated Future Payouts Under | | | All Other | | | | | | Equity Incentive Plan Awards | | | Stock | Grant Date | | | | | Threshold | Target | Maximum | Awards: | Fair Value | | | Grant | | Units | Units | Units | Number of | of Awards | | Name | Date | Award Type | (#) | (#) | (#) | Units (#) | ($)(2) | | W. Matthew Kelly | 01/03/2023 | Time-based LTIP Unit | — | — | — | 169,395(3) | 2,999,985 | | | 01/03/2023 | AO LTIP Unit(1) | 482,573 | 643,431 | 804,289 | — | 2,999,998 | | | 02/17/2023 | LTIP Unit | — | — | — | 70,754(4) | 1,124,989 | | M. Moina Banerjee | 01/03/2023 | Time-based LTIP Unit | — | — | — | 35,290(3) | 624,986 | | | 01/03/2023 | AO LTIP Unit(1) | 100,536 | 134,048 | 167,560 | — | 624,999 | | Kevin “Kai” Reynolds | 01/03/2023 | Time-based LTIP Unit | — | — | — | 42,348(3) | 749,983 | | | 01/03/2023 | AO LTIP Unit(1) | 120,643 | 160,858 | 201,072 | — | 749,999 | | George L. Xanders | 01/03/2023 | Time-based LTIP Unit | — | — | — | 32,467(3) | 574,991 | | | 01/03/2023 | AO LTIP Unit(1) | 92,493 | 123,324 | 154,155 | — | 574,998 | | | 02/17/2023 | LTIP Unit | — | — | — | 40,094(4) | 637,495 | | Steven A. Museles | 01/03/2023 | Time-based LTIP Unit | — | — | — | 26,679(3) | 472,485 | | | 01/03/2023 | AO LTIP Unit(1) | 76,005 | 101,340 | 126,675 | — | 472,498 |

  124. Grants of Plan-Based Awards in 2023

    | (1) The AO LTIP Units are structured in the form of profits interests that provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $20.83. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned relative to target will be increased or reduced by as much as 25% based on the Company’s TSR compared to its Nareit FTSE Equity Office Index peers with a market capitalization at the beginning of the Calculation Period greater than $400 million, but excluding Alexandria Real Estate Equities. The AO LTIP Units have a three-year performance period with 50% of the AO LTIP Units that are earned vesting at the end of the three-year performance period and the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units have a 10-year term from the grant date. |

  125. Grants of Plan-Based Awards in 2023

    | (2) The amounts presented in this column represent the grant date fair value of equity awards (calculated pursuant to FASB ASC Topic 718) granted to the named executive officers in 2023 based on the maximum number of units that may be earned. The assumptions used to calculate these amounts are described in Note 15 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report of Form 10-K for the year ended December 31, 2023. |

  126. Grants of Plan-Based Awards in 2023

    | (3) Represents the number of Time-Based LTIP Units awarded in January 2023, which vest in four equal annual installments beginning on January 3, 2024, subject to continued employment through the applicable vesting date. |

  127. Grants of Plan-Based Awards in 2023

    | (4) Represents the number of LTIP Units awarded in lieu of cash bonus in February 2023, which were fully vested as of the date of grant. |

  128. Grants of Plan-Based Awards in 2023

    | 2024 PROXY STATEMENT | 72 |

  129. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table NEO Employment Agreements On February 18, 2021, we entered into amended and restated employment agreements with Messrs. Kelly, Reynolds, Xanders and Museles, and Ms. Banerjee. The amended and restated employment agreements made several clarifying changes but did not alter the material terms of the agreements, which are described below. Term The original term of each employment agreement has expired, and the term of each employment agreement automatically renews for a one-year period upon expiration of the then-current term, unless 180 days’ prior written notice of non-renewal is provided by either party or the executive officer is earlier terminated or resigns. Neither the Company nor any executive officer has provided a notice of non- renewal. Base Salary, Target Bonus and Benefits The employment agreements provide for annual base salaries for each of the foregoing executive officers, as set forth in the “Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Base Salary.” Each such executive officer’s employment agreement provides that their base salary is subject to review at least annually for possible increase, but not decrease. The employment agreements also establish annual cash bonus targets for each executive officer, expressed as a percentage of annual base salary, as set forth in “Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Cash Bonus.” In addition, the employment agreements provide that each executive officer will be entitled to participate in benefit plans and programs as are made available to our senior level executives or to our employees generally. Severance Under each employment agreement, if the executive is terminated without “cause” or resigns for “good reason” (each as defined in his or her employment agreement), they will be entitled to certain severance benefits, including enhanced benefits upon a qualifying termination that occurs in connection with a change in control, as described in detail below under “— Potential Payments Upon Termination or Change in Control.” Net-Better Cutback If any payments to any executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code, and would cause the executive officer to become subject to the excise tax imposed under Section 4999 of the Code, then such payments will be reduced to the amount that would not cause the named executive officer to be subject to the excise tax if such a reduction would put the executive officer in a better after-tax position than if the executive officer were to pay the excise tax. Restrictive Covenants Each executive officer is subject to a perpetual non-disclosure covenant, a non-competition covenant through the first anniversary of the date the executive officer’s employment terminates for any reason, and a non-solicitation of employees and consultants covenant through the second anniversary of the date the executive officer’s employment terminates for any reason.

  130. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | 73 | JBG SMITH PROPERTIES |

  131. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    LTIP Units Pursuant to the partnership agreement, the partnership may issue compensatory partnership interests in the form of LTIP Units, which, in general, are a special class of limited partnership units of the partnership that are structured in a manner intended to qualify as “profits interests” for federal income tax purposes. LTIP Units may be subject to vesting requirements as determined prior to grant. Generally, LTIP Units receive the same quarterly (or other period) per-unit profit distributions as the outstanding common limited partnership units (“OP Units”) beginning as of the date specified in the vesting agreement pursuant to which the LTIP Units are issued (the “Distribution Participation Date”). Net income and net loss are allocated to each LTIP Unit from the Distribution Participation Date for such LTIP Unit in amounts per LTIP Unit equal to the amounts allocated per OP Unit for the same period, with certain exceptions, including special allocations as provided under the partnership agreement. If LTIP Units are held for more than three years from the date of grant before being transferred, any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition may qualify to be taxed as long-term capital gain. The partnership maintains a capital account balance for each LTIP Unit as of the date of grant, and a corresponding “Book-Up Target,” which will generally correspond to the capital account balance of the general partner on a per-unit basis, and the Book-Up Target will be reduced by certain specified allocations and forfeitures until the LTIP Unit capital account balance has reached parity with the capital account balance of the general partner on a per-unit basis (as provided in the partnership agreement), and the Book-Up Target equals zero. The partnership will maintain at all times a one-to-one correspondence between LTIP Units and OP Units for conversion, distribution and other purposes, except as provided in the partnership agreement, and will make corresponding adjustments to the LTIP Units to maintain such correspondence upon the occurrence of certain specified adjustment events. A holder of LTIP Units has the right to convert all or a portion of vested LTIP Units into OP Units, which are then subsequently redeemable for common shares, as provided in the partnership agreement. Notwithstanding the foregoing, in no event may a holder of LTIP Units convert a vested LTIP Unit until the Book-Up Target has been reached. LTIP Units are not entitled to the redemption right described above, but any OP Units into which LTIP Units are converted are entitled to this redemption right beginning on the second anniversary of the date of the grant of the LTIP Units. LTIP Units, generally, vote with the OP Units and do not have any separate voting rights except in connection with actions that would materially and adversely affect the rights of the LTIP Units. Performance-Based LTIP Units Under the Company’s 2017 Omnibus Share Plan, participants may earn awards in the form of Performance-Based LTIP Units based on the achievement of certain financial goals and/or performance hurdles, which may include share price, absolute TSR and TSR relative to our peer group over a specified measurement period, or other performance metrics. Prior to 2022, the Company granted its annual performance-based equity awards to executive officers in the form of Performance-Based LTIP Units. Since 2022, the Company has granted its annual performance-based equity awards to executive officers in the form of Appreciation-Only LTIP Units. Performance-Based LTIP Units are valued by reference to the value of a common share. The employment conditions, the length of the period for vesting and other applicable conditions and restrictions of Performance-Based LTIP Unit awards, including computation of financial metrics and/or achievement of pre-established performance goals, are established prior to grant. Such Performance-Based LTIP Unit awards may provide the holder with rights to distributions or dividend equivalents prior to vesting. It is anticipated that net income and net loss will be allocated to each Performance-Based LTIP Unit from the date of issuance until the Distribution Participation Date in amounts per Performance-Based LTIP Unit equal to 10% of the amounts allocated per OP Unit for the same period. Like LTIP Units, Performance-Based LTIP Unit awards are structured in a manner intended to qualify as “profits interests” for federal income tax purposes. Assuming the Performance-Based LTIP Units are treated as profits interests, under current law, compensation income should not be recognized by the recipient upon grant or vesting, and, correspondingly, we will not be entitled to deduct any compensation expense upon grant or vesting. The holder of the Performance-Based LTIP Units is entitled to receive distributions with respect to such Performance-Based LTIP Units to the extent that may be provided for in the partnership agreement, as modified by the award agreement, and is not entitled to receive distributions prior to the applicable Distribution Participation Date. If Performance-Based LTIP Units are held for more than three years from the date of grant before being transferred, any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition may qualify to be taxed as long-term capital gain.

  132. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | 2024 PROXY STATEMENT | 74 |

  133. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Appreciation-Only LTIP Units Appreciation-Only LTIPs (“AO LTIP Units”) are a class of partnership interests in the partnership and are intended to qualify as “profits interests” for federal income tax purposes and are designed to have economics comparable to stock options in that, assuming vesting, they allow the recipient to realize value above a threshold level set at the time of award. Since 2022, the Company granted its annual performance-based equity awards to executive officers in the form of AO LTIP Units instead of Performance-Based LTIP Units. “Formation Units” are a type of AO LTIP Unit that were generally granted to certain individuals in connection with our formation in 2017 under the partnership agreement and the Omnibus Plan. The Formation Units were subject to vesting over a five-year period following the formation as follows: 25% of each grant of Formation Units vested on July 18, 2020, 25% of each grant of Formation Units vested on July 18, 2021, and 50% of each grant of Formation Units vested on July 18, 2022, respectively, subject to continued employment. The value of vested AO LTIP Units is realized through conversion into a number of LTIP Units, and subsequent conversion into OP Units, determined on the basis of how much the value of a common share has increased since the award date. The conversion ratio between AO LTIP Units and OP Units, which starts out at zero, is the quotient of (i) the excess of the value of a common share on the conversion date above the per share value at the time the AO LTIP Unit was granted over (ii) the value of a common share as of the date of conversion. This conversion ratio is similar to a “cashless exercise” of stock options, whereby the holder receives a number of shares equal in value to the difference between the full value of the total number of shares for which the option is being exercised and the total exercise price. Like options, AO LTIP Units have a finite term (10 years) over which their value may increase and during which they may be converted into LTIP Units (and in turn, OP Units). Because the AO LTIP Units are outstanding partnership interests, until conversion to vested LTIP Units, holders of AO LTIP Units will receive special allocations of liquidating gains and liquidating losses as provided under the partnership agreement. Holders of AO LTIP Units will not receive distributions or allocations of net income or net loss prior to vesting and conversion to vested LTIP Units and, as a result, will be required to fund their tax liability relating to any special allocations they receive with respect to their AO LTIP Units from other sources. However, upon conversion of AO LTIP Units to vested LTIP Units, the holder will be entitled to receive a distribution per unit equal to 10% of the per unit distributions received by holders of OP Units during the period from the grant date of the AO LTIP Units through the date of such conversion, or such other fraction as specified in the applicable award agreement. Upon conversion of AO LTIP Units to vested LTIP Units, the holder generally is entitled to receive allocations of net income and net loss such that the ratio of (i) the total amount of net income or net loss with respect to each AO LTIP in such taxable year to (ii) the total amount distributed to that AO LTIP with respect to such period is equal (as nearly as practicable) to the ratio of (i) to (ii) with respect to the general partner’s OP Units for such taxable year, with certain exceptions, including any special allocations as provided under the partnership agreement. As a result, assuming that the partnership makes distributions equal to or greater than its taxable income, holders of AO LTIP Units should receive distributions that equal or exceed the amount of any allocations of taxable income they have been allocated. Any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition of any AO LTIP Units held for more than three years from the date of grant of the AO LTIP Units before being transferred, may qualify to be taxed as long-term capital gain.

  134. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | 75 | JBG SMITH PROPERTIES |

  135. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Outstanding Equity Awards at Fiscal Year-End December 31, 2023 The following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2023.

  136. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | | | | | | | | | | | Equity | | | | | | | | | | | Equity | Incentive | | | | | | | | | | | Incentive | Plan | | | | | | | | | | | Plan | Awards: | | | | | | | | | | | Awards: | Market | | | | | | | | | | | Number of | or Payout | | | | | | | | | | | Unearned | Value of | | | | | | Number of | | | | | Shares, | Unearned | | | | | Number of | Securities | | | | Market | Units or | Shares, | | | | | Securities | Underlying | | | Number of | Value of | Other | Units or | | | | | Underlying | Options | | | Shares or | Shares or | Rights | Other | | | | | Options | Not | | Option | Units That | Units that | that | Rights that | | | | | Exercisable/ | Exercisable/ | Option | Exercise | Have Not | Have Not | Have Not | Have Not | | | | Grant | Units | Units Not | Expiration | Price | Vested | Vested | Vested | Vested | | Name | Award Type | Date | Convertible(1) | Convertible(2) | Date | ($) | (#) | ($)(3) | (#) | ($)(3) | | W. Matthew Kelly | Formation Unit | 7/18/2017 | 199,460 | | 7/18/2027 | 37.10 | | | | | | | Time-Based LTIP Unit | 1/31/2020 | | | | | 19,470(4) | 331,185 | | | | | Performance-Based LTIP Unit | 1/31/2020 | | | | | | | 26,352(9) | 448,248 | | | Time-Based LTIP Unit | 1/1/2021 | | | | | 51,352(5) | 873,498 | | | | | Time-Based LTIP Unit | 7/29/2021 | | | | | 128,000(6) | 2,177,280 | | | | | Performance-Based LTIP Unit | 7/29/2021 | | | | | | | 31,500(10) | 535,815 | | | Time-Based LTIP Unit | 1/3/2022 | | | | | 82,236(7) | 1,398,834 | | | | | AO LTIP Unit | 1/3/2022 | | 540,540(11) | 1/3/2032 | 32.30 | | | | | | | Time-Based LTIP Unit | 1/3/2023 | | | | | 169,395(8) | 2,881,409 | | | | | AO LTIP Unit | 1/3/2023 | | 643,431(12) | 1/3/2033 | 20.83 | | | | | | M. Moina Banerjee | Formation Unit | 7/18/2017 | 70,174 | | 7/18/2027 | 37.10 | | | | | | | Time-Based LTIP Unit | 1/31/2020 | | | | | 2,920(4) | 49,669 | | | | | Performance-Based LTIP Unit | 1/31/2020 | | | | | | | 3,952(9) | 67,224 | | | Time-Based LTIP Unit | 1/1/2021 | | | | | 7,916(5) | 134,651 | | | | | Time-Based LTIP Unit | 7/29/2021 | | | | | 43,000(6) | 731,430 | | | | | Performance-Based LTIP Unit | 7/29/2021 | | | | | | | 10,500(10) | 178,605 | | | Time-Based LTIP Unit | 1/3/2022 | | | | | 15,075(7) | 256,426 | | | | | AO LTIP Unit | 1/3/2022 | | 99,098(11) | 1/3/2032 | 32.30 | | | | | | | Time-Based LTIP Unit | 1/3/2023 | | | | | 35,290(8) | 600,283 | | | | | AO LTIP Unit | 1/3/2023 | | 134,048(12) | 1/3/2033 | 20.83 | | | | | | Kevin “Kai” Reynolds | Formation Unit | 7/18/2017 | 107,816 | | 7/18/2027 | 37.10 | | | | | | | Time-Based LTIP Unit | 1/31/2020 | | | | | 4,867(4) | 82,788 | | | | | Performance-Based LTIP Unit | 1/31/2020 | | | | | | | 6,587(9) | 112,045 | | | Time-Based LTIP Unit | 1/1/2021 | | | | | 12,838(5) | 218,374 | | | | | Time-Based LTIP Unit | 7/29/2021 | | | | | 43,000(6) | 731,430 | | | | | Performance-Based LTIP Unit | 7/29/2021 | | | | | | | 10,500(10) | 178,605 | | | Time-Based LTIP Unit | 1/3/2022 | | | | | 20,559(7) | 349,709 | | | | | AO LTIP Unit | 1/3/2022 | | 135,134(11) | 1/3/2032 | 32.30 | | | | | | | Time-Based LTIP Unit | 1/3/2023 | | | | | 42,348(8) | 720,339 | | | | | AO LTIP Unit | 1/3/2023 | | 160,858(12) | 1/3/2033 | 20.83 | | | | |

  137. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | 2024 PROXY STATEMENT | 76 |

  138. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | | | | | | | | | | | Equity | | | | | | | | | | | Equity | Incentive | | | | | | | | | | | Incentive | Plan | | | | | | | | | | | Plan | Awards: | | | | | | | | | | | Awards: | Market | | | | | | | | | | | Number of | or Payout | | | | | | | | | | | Unearned | Value of | | | | | | Number of | | | | | Shares, | Unearned | | | | | Number of | Securities | | | | Market | Units or | Shares, | | | | | Securities | Underlying | | | Number of | Value of | Other | Units or | | | | | Underlying | Options | | | Shares or | Shares or | Rights | Other | | | | | Options | Not | | Option | Units That | Units that | that | Rights that | | | | | Exercisable/ | Exercisable/ | Option | Exercise | Have Not | Have Not | Have Not | Have Not | | | | Grant | Units | Units Not | Expiration | Price | Vested | Vested | Vested | Vested | | Name | Award Type | Date | Convertible(1) | Convertible(2) | Date | ($) | (#) | ($)(3) | (#) | ($)(3) | | George L. Xanders | Formation Unit | 7/18/2017 | 62,668 | | 7/18/2027 | 37.10 | | | | | | | Time-Based LTIP Unit | 1/31/2020 | | | | | 2,417(4) | 41,113 | | | | | Performance-Based LTIP Unit | 1/31/2020 | | | | | | | 3,271(9) | 55,640 | | | Time-Based LTIP Unit | 1/1/2021 | | | | | 7,274(5) | 123,731 | | | | | Time-Based LTIP Unit | 7/29/2021 | | | | | 43,000(6) | 731,430 | | | | | Performance-Based LTIP Unit | 7/29/2021 | | | | | | | 10,500(10) | 178,605 | | | Time-Based LTIP Unit | 1/3/2022 | | | | | 13,704(7) | 233,105 | | | | | AO LTIP Unit | 1/3/2022 | | 90,090(11) | 1/3/2032 | 32.30 | | | | | | | Time-Based LTIP Unit | 1/3/2023 | | | | | 32,467(8) | 552,264 | | | | | AO LTIP Unit | 1/3/2023 | | 123,324(12) | 1/3/2033 | 20.83 | | | | | | Steven A. Museles | Formation Unit | 7/18/2017 | 20,215 | | 7/18/2027 | 37.10 | | | | | | | Formation Unit | 8/2/2018 | 10,242 | | 8/2/2028 | 37.10 | | | | | | | Time-Based LTIP Unit | 1/31/2020 | | | | | 3,066(4) | 52,153 | | | | | Performance-Based LTIP Unit | 1/31/2020 | | | | | | | 4,150(9) | 70,592 | | | Time-Based LTIP Unit | 1/1/2021 | | | | | 8,086(5) | 137,543 | | | | | Time-Based LTIP Unit | 7/29/2021 | | | | | 43,000(6) | 731,430 | | | | | Performance-Based LTIP Unit | 7/29/2021 | | | | | | | 10,500(10) | 178,605 | | | Time-Based LTIP Unit | 1/3/2022 | | | | | 12,951(7) | 220,297 | | | | | AO LTIP Unit | 1/3/2022 | | 85,134(11) | 1/3/2032 | 32.30 | | | | | | | Time-Based LTIP Unit | 1/3/2023 | | | | | 26,679(8) | 453,810 | | | | | AO LTIP Unit | 1/3/2023 | | 101,340(12) | 1/3/2033 | 20.83 | | | | |

  139. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (1) Represents the number of one-time AO LTIP equity-based awards designated as “Formation Units,” under the partnership agreement and the Omnibus Plan awarded in July 2017, which fully vested in July 2022. |

  140. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (2) Represents the number of AO LTIP Units granted on January 3, 2022 and January 3, 2023, which vest 50% on each of the third and fourth anniversaries of the date of grant. |

  141. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (3) The values under this column are calculated based on the closing price of our common shares of $17.01 as of December 29, 2023. |

  142. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (4) Represents the unvested portion of Time-Based LTIP Units awarded on January 31, 2020, which vest 25% on each of the first four anniversaries of January 31, 2020. |

  143. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (5) Represents the unvested portion of Time-Based LTIP Units awarded on January 1, 2021, which vest 25% on each of the first four anniversaries of January 1, 2021. |

  144. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (6) Represents the unvested portion of Time-Based LTIP Units awarded on July 29, 2021, which vest 50% on the fifth anniversary of grant and 25% on each of the sixth and seventh anniversaries of grant. |

  145. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (7) Represents the number of Time-Based LTIP Units awarded on January 3, 2022, which vest 25% on each of the first four anniversaries of January 3, 2022. |

  146. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (8) Represents the number of Time-Based LTIP Units awarded on January 3, 2023, which vest 25% on each of the first four anniversaries of January 3, 2023. |

  147. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (9) Represents the unvested and not forfeited portion of the Performance-Based LTIP Units awarded on January 31, 2020 which vested 50% upon Compensation Committee determination of the amount of Performance-Based LTIP Units earned for the three-year performance period and will vest 50% on the fourth anniversary of the date of grant, subject to achievement of performance goals and continued employment. The Performance-Based LTIP Units were earned at 16.4%. Given that our TSR was negative for the three-year performance period, 50% of the units that otherwise would have been earned based on relative TSR were automatically forfeited at the end of the performance period, and only 50% of the Performance-Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if our TSR becomes positive within seven years following the end of the three-year performance period. |

  148. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (10) Represents the number of Performance-Based LTIP Units awarded on July 29, 2021, which may be incrementally earned based upon the Company’s achievement of four share price targets within a seven-year performance period. 17.5%, 22.5%, 27.5%, and 32.5% of the award is |

  149. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | 77 | JBG SMITH PROPERTIES |

  150. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | earned on each date prior to the seventh anniversary of the grant date on which the Company achieves average closing share price targets of $35.00, $40.00, $45.00, and $50.00, respectively, for a consecutive 20-trading day period. Any Performance-Based LTIPs Units earned will vest 50% on the fifth anniversary of grant and up to an additional 25% on each of the sixth and seventh anniversaries of grant. As our share price as of December 31, 2023 had not met the minimum closing share price target of $35.00, the amount shown represents the number of Performance- Based LTIP Units assuming the achievement of such minimum closing share price target. |

  151. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (11) Represents the target number of AO LTIP Units awarded on January 3, 2022. The AO LTIP Units were issued with a participation threshold of 110% of the grant date price ($32.30), vest 50% on the third and fourth anniversaries of the grant date and have a term of 10 years. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by up to 25%. |

  152. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | (12) Represents the target number of AO LTIP Units awarded on January 3, 2023. The AO LTIP Units were issued with a participation threshold of 110% of the grant date price ($20.83), vest 50% on the third and fourth anniversaries of the grant date and have a term of 10 years. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by up to 25%. |

  153. 2023 Option Exercises and Shares Vested

    2023 Option Exercises and Shares Vested The following table sets forth information regarding the option exercises and share vesting during the fiscal year ending December 31, 2023. The Company has no outstanding options. There were no option exercises in fiscal year 2023 and the amount shown under “LTIP Awards” represents the vesting of Time-Based and Performance-Based LTIP Units. The value on vesting is calculated by multiplying the number of LTIP Units vested on each date by the market value of our common shares on such date, which is assumed to be the per share closing price on the NYSE on the applicable vesting date.

  154. 2023 Option Exercises and Shares Vested

    | | Option Awards | | LTIP Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | W. Matthew Kelly | — | — | 199,243 | 3,515,030 | | M. Moina Banerjee | — | — | 21,488 | 368,312 | | Kevin “Kai” Reynolds | — | — | 34,088 | 577,371 | | George L. Xanders | — | — | 60,301 | 1,094,407 | | Steven A. Museles | — | — | 17,834 | 316,384 |

  155. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following summarizes the payments that we may be required to make to our named executive officers in connection with a termination of employment or change in control. Employment Agreements As described above, the Company previously entered into employment agreements with each of its named executive officers. The following discussion summarizes the payments we may be required to make under the employment agreements upon the following termination events: (i) termination by us without “cause” or by the named executive for “good reason” other than a termination within two years following a “change in control” of the Company; (ii) termination by us without “cause” or by the named executive for “good reason” within two years following a “change in control” of the Company; and (iii) death or disability of the named executive officer. The potential payments to the named executive officers will vary depending on which one of these termination events occurs.

  156. Potential Payments upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 78 |

  157. Potential Payments upon Termination or Change in Control

    Regardless of the reason for any termination of employment, each named executive officer is entitled to receive the following benefits upon termination pursuant to his employment agreement with the Company: (i) payment of any unpaid portion of the named executive officer’s base salary through the effective date of termination; (ii) payment of any accrued but unused vacation pay through the effective date of termination, to the extent provided by the Company’s vacation policy; (iii) reimbursement for any outstanding reasonable business expenses; and (iv) payment of any compensation or benefits as may be required by any Company employee benefit plans or programs. Termination by us for “Cause” or by the named executive officer without “Good Reason” If we terminate any named executive officer’s employment agreement for “cause” or the named executive officer terminates his or her employment agreement without “good reason,” the executive will only receive the benefits described in the paragraph immediately above, regardless of the reason for the termination of employment. Termination by us without “Cause” or by the named executive officer for “Good Reason”, outside of a Change in Control If we terminate any named executive officer without “cause” or a named executive officer terminates his or her employment for “good reason,” in either case other than following the execution of a definitive agreement the consummation of which would result in, or within two years following, a change in control, the named executive will have the right to receive, in addition to the benefits to be provided regardless of the reason for the termination of employment, a severance payment that will consist of: (i) cash payment equal to one times the sum of the named executive officer’s base salary and target bonus, (ii) a pro rata bonus for the year of termination, determined based on actual performance, (iii) health care continuation for 18 months, (iv) certain equity vesting benefits as described in the following sentence, and (v) any unpaid annual bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the termination date. With respect to the equity vesting benefits referenced in (iv) above, any LTIP Units or other equity awards without performance conditions will vest, and for any Performance-Based LTIP Units and other performance-based awards, a pro rata portion of the awards scheduled to vest on the next vesting date will vest (if earned pursuant to the terms and conditions of the award agreement) based on the number of days completed in the vesting cycle then in process for such awards up to and including the date of termination, divided by the total number of days in such vesting cycle; provided, however, that if any applicable award agreement would provide for more favorable treatment in a specific circumstance, such award agreement shall govern. Termination by us without “Cause” or by the named executive officer for “Good Reason”, following a Change in Control If we terminate any named executive officer without “cause” or the named executive officer terminates his or her employment for “good reason,” in either case following the execution of a definitive agreement the consummation of which would result in, or within two years following, a change in control, the named executive will have the right to receive, in addition to the benefits to be provided regardless of the reason for the termination of employment, a severance payment that will consist of: (i) cash payment equal to two times (or three times for W. Matthew Kelly) the sum of such named executive officer’s base salary and target bonus, (ii) a pro rata amount of his or her target annual bonus for the year of termination, (iii) health care continuation for two years, (iv) certain equity vesting benefits as described in the next sentence, and (v) any unpaid annual bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the termination date. With respect to the equity vesting benefits referenced in (iv) above, all outstanding unvested equity-based awards will vest. With respect to the cash payment referenced in (i) above, as of February 2024, all employment agreements provide for cash payment equal to three times the sum of such named executive officer’s base salary and target bonus. For purposes of the employment agreements, the terms, “Cause,” “Good Reason” and “Change in Control” are defined as follows: “Cause” generally means the named executive officer’s (i) conviction of, or plea of guilty or nolo contendere to, a felony; (ii) willful and continued failure to use reasonable best efforts to substantially perform his or her duties (other than such failure resulting from the named executive officer’s incapacity due to physical or mental illness) that the named executive officer fails to remedy to our reasonable satisfaction within 30 days after our written notice of such failure; or (iii) willful misconduct that is materially economically injurious to us.

  158. Potential Payments upon Termination or Change in Control

    | 79 | JBG SMITH PROPERTIES |

  159. Potential Payments upon Termination or Change in Control

    “Good reason” generally means: (i) a reduction in base salary or target annual bonus, (ii) a material diminution in position, authority, duties or responsibilities or the assignment of duties materially and adversely inconsistent with the named executive officer’s position as provided under the named executive officer’s employment agreement; (iii) a relocation of employment to a location outside of the Washington, DC metropolitan area; or (iv) our material breach of any provision of the employment agreement or any equity agreement with the named executive officer, which will be deemed to include (x) the named executive officer’s not holding the title prescribed under the employment agreement, (y) failure of our successor to assume the employment agreement and (z) the named executive officer no longer reporting directly to our Chief Executive Officer (or, in the case of W. Matthew Kelly, our Board). “Change in Control” means the occurrence of one of the following events:

  160. Potential Payments upon Termination or Change in Control

    | (i) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding common shares (the “Outstanding Company Common Shares”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of trustees (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this section, the following acquisitions shall not constitute a Change of Control: (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates or (d) any acquisition by any entity pursuant to a transaction that complies with the provisions of sections (iii)(1), (2) and (3) below; |

  161. Potential Payments upon Termination or Change in Control

    | (ii) Any time at which individuals who, as of the date hereof, constitute the Board of Trustees of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; |

  162. Potential Payments upon Termination or Change in Control

    | (iii) | Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Shares and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or |

  163. Potential Payments upon Termination or Change in Control

    | (iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |

  164. Potential Payments upon Termination or Change in Control

    The compensation payable to named executive officers upon such terminations or change in control will be paid in a single lump sum. The other benefits will be conditioned upon the named executive’s continued compliance with the non-competition, non-solicitation, confidentiality and other covenants contained in the employment agreement. All of the foregoing benefits payable upon termination are conditioned upon the named executive’s execution of a general release of claims. Death or Disability If a named executive’s employment is terminated by reason of “disability” or death, the executive, or his or her beneficiary, legal representative or estate, in the case of his death, will be entitled to receive: (i) vesting of a prorated portion of any outstanding unvested Performance-Based LTIP Units scheduled to vest on the next vesting date (if earned pursuant to the terms and conditions of the award agreement) based on the number of days completed in the vesting cycle then in process for such awards up to and including the date of termination, divided by the total number of days in such vesting cycle; provided, however, if any applicable award agreement would provide for more favorable treatment in a specific circumstance, such award agreement shall govern, (ii) vesting of all outstanding unvested LTIP Units, (iii) a pro rata bonus for the year of termination, determined based on actual performance, and (iv) any unpaid

  165. Potential Payments upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 80 |

  166. Potential Payments upon Termination or Change in Control

    annual bonus for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the termination date. Under the employment agreement, the Company may terminate the named executive’s employment for “disability” if, as a result of the executive’s incapacity due to physical or mental illness, he or she has been substantially unable to perform his or her duties under the agreement for a continuous period of 180 days, and within 30 days after written notice of termination is given after such 180-day period, the executive shall not have returned to the substantial performance of his or her duties on a full-time basis. Omnibus Plan The Omnibus Plan provides that if the Company experiences a change in control, then the Compensation Committee may take one or more of the following actions with respect to outstanding awards, in its sole discretion: (i) settle the awards for an amount of cash or securities; (ii) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards; (iii) modify the terms of such awards to add events, conditions or circumstances (including termination of employment within a specified period after a change in control) upon which the vesting of such awards or lapse of restrictions thereon will accelerate; (iv) deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions to continue (as is or as adjusted by the Compensation Committee) after closing or (v) provide that for a period of at least 20 days prior to the change in control, any stock options or stock appreciation rights that would not otherwise become exercisable prior to the change in control will be exercisable as to all shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the change in control and if the change in control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any stock options or stock appreciation rights not exercised prior to the consummation of the change in control will terminate and be of no further force and effect as of the consummation of the change in control. Under the Omnibus Plan, the term “change in control” has the same meaning assigned to such term in the employment agreements.

  167. Potential Payments upon Termination or Change in Control

    | 81 | JBG SMITH PROPERTIES |

  168. Potential Payments upon Termination or Change in Control

    Quantification of Benefits under the Termination and Change in Control Events The following table summarizes the cash payments and estimated equivalent cash value of benefits that would have been provided to our named executive officers under the terms of their employment agreements described above upon termination under various scenarios, or upon a change in control without a termination, as of December 31, 2023.

  169. Potential Payments upon Termination or Change in Control

    | | Termination | | No Termination | | | | | Without Cause/ | | | | | | For Good | | | | | | Reason Upon | | | | | | or Within Two | | | | | Without | Years Following | | | | | Cause/For | a Change of | Death/ | Change in | | Name | Good Reason | Control | Disability | Control(1) | | W. Matthew Kelly | | | | | | Cash Severance | $1,500,000 | $4,500,000(2) | $— | $— | | Pro Rata 2023 Bonus | $1,125,000(3) | $750,000(4) | $1,125,000(3) | $— | | Healthcare Benefits | $27,129 | $36,172 | $— | $— | | Accelerated Vesting of Time-Based LTIP Units(5) | $7,662,206 | $7,662,206 | $7,662,206 | $— | | Accelerated Vesting of Performance-Based LTIP Units(6) | $448,248 | $448,248 | $448,248 | $— | | Accelerated Vesting of AO LTIP Units(7) | $— | $— | $— | $— | | Cancellation of Equity Awards in Exchange for Cash | $— | $— | $— | $11,172,254 | | M. Moina Banerjee | | | | | | Cash Severance | $1,100,000 | $2,200,000(2) | $— | $— | | Pro Rata 2023 Bonus | $825,000(3) | $550,000(4) | $825,000(3) | $— | | Healthcare Benefits | $27,129 | $36,172 | $— | $— | | Accelerated Vesting of Time-Based LTIP Units(5) | $1,772,459 | $1,772,459 | $1,772,459 | $— | | Accelerated Vesting of Performance-Based LTIP Units(6) | $67,224 | $67,224 | $67,224 | $— | | Accelerated Vesting of AO LTIP Units(7) | $— | $— | $— | $— | | Cancellation of Equity Awards in Exchange for Cash | $— | $— | $— | $2,860,283 | | Kevin “Kai” Reynolds | | | | | | Cash Severance | $1,000,000 | $2,000,000(2) | $— | $— | | Pro Rata 2023 Bonus | $750,000(3) | $500,000(4) | $750,000(3) | $— | | Healthcare Benefits | $27,129 | $36,172 | $— | $— | | Accelerated Vesting of Time-Based LTIP Units(5) | $2,102,640 | $2,102,640 | $2,102,640 | $— | | Accelerated Vesting of Performance-Based LTIP Units(6) | $112,045 | $112,045 | $112,045 | $— | | Accelerated Vesting of AO LTIP Units(7) | $— | $— | $— | $— | | Cancellation of Equity Awards in Exchange for Cash | $— | $— | $— | $3,235,285 | | George L. Xanders | | | | | | Cash Severance | $950,000 | $1,900,000(2) | $— | $— | | Pro Rata 2023 Bonus | $712,500(3) | $475,000(4) | $712,500(3) | $— | | Healthcare Benefits | $20,247 | $26,996 | $— | $— | | Accelerated Vesting of Time-Based LTIP Units(5) | $1,681,643 | $1,681,643 | $1,681,643 | $— | | Accelerated Vesting of Performance-Based LTIP Units(6) | $55,640 | $55,640 | $55,640 | $— | | Accelerated Vesting of AO LTIP Units(7) | $— | $— | $— | $— | | Cancellation of Equity Awards in Exchange for Cash | $— | $— | $— | $2,757,882 | | Steven A. Museles | | | | | | Cash Severance | $800,000 | $1,600,000(2) | $— | $— | | Pro Rata 2023 Bonus | $600,000(3) | $400,000(4) | $600,000(3) | $— | | Healthcare Benefits | $24,116 | $32,154 | $— | $— | | Accelerated Vesting of Time-Based LTIP Units(5) | $1,595,232 | $1,595,232 | $1,595,232 | $— | | Accelerated Vesting of Performance-Based LTIP Units(6) | $70,592 | $70,592 | $70,592 | $— | | Accelerated Vesting of AO LTIP Units(7) | $— | $— | $— | $— | | Cancellation of Equity Awards in Exchange for Cash | $— | $— | $— | $2,686,423 |

  170. Potential Payments upon Termination or Change in Control

    | (1) Consists of a Change in Control under the Omnibus Plan in which the Compensation Committee, in its sole discretion, elects to settle all outstanding awards, whether vested or unvested, for cash, as permitted under the Omnibus Plan. Amounts assume that, with respect to the Performance-Based LTIP Units, the Compensation Committee elects, in its sole discretion, to deem the performance conditions satisfied at maximum level, as permitted under the Omnibus Plan. Amounts calculated as the product of (x) the number of any Time-Based LTIP Units that |

  171. Potential Payments upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 82 |

  172. Potential Payments upon Termination or Change in Control

    | have not vested and the number of all Performance-Based LTIP Units, at the maximum level, that have not vested, respectively, multiplied by (x) the closing price of our common shares of $17.01 on December 29, 2023. No value is attributable to the Formation Units because the “participation threshold” ($37.10) of the Formation Units was in excess of the closing price of our common shares on December 29, 2023. No value is attributable to the 2022 AO LTIP Units because the “participation threshold” ($32.30) of the 2022 AO LTIP Units was in excess of the closing price of our common shares on December 29, 2023. No value is attributable to the 2023 AO LTIP Units because the “participation threshold” ($20.83) of the 2023 AO LTIP Units was in excess of the closing price of our common shares on December 29, 2023. |

  173. Potential Payments upon Termination or Change in Control

    | (2) Represents cash severance payment equal to two times (or three times for W. Matthew Kelly) the sum of such named executive officer’s 2023 base salary and 2023 target bonus. As of February 2024, all employment agreements provide for cash severance payment equal to three times the sum of such named executive officer’s base salary and target bonus. |

  174. Potential Payments upon Termination or Change in Control

    | (3) Based on the assumption that the termination of employment occurs on December 31, 2023, the “pro rata” bonus payment is equivalent to the actual bonus paid for such entire fiscal year. |

  175. Potential Payments upon Termination or Change in Control

    | (4) Based on the assumption that the termination of employment occurs on December 31, 2023, the “pro rata” bonus payment is equivalent to the target bonus for such fiscal year. |

  176. Potential Payments upon Termination or Change in Control

    | (5) Amount calculated as (i) the number of units that have not vested (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2023 Table) multiplied by (ii) the closing price of our common shares of $17.01 on December 29, 2023. |

  177. Potential Payments upon Termination or Change in Control

    | (6) Amount calculated based on our absolute TSR and TSR relative to our peer group for each Performance-Based LTIP Unit award over a specified period ending December 31, 2023 and (i) for termination without Cause or for Good Reason not in connection with a Change in Control, or termination upon death or Disability, represents a pro rata portion of the awards scheduled to vest on the next vesting date, except where the award agreement provides for more favorable treatment, and (ii) for termination without Cause or for Good Reason upon or within two years following a Change in Control, represents full vesting of the award. |

  178. Potential Payments upon Termination or Change in Control

    | (7) Accelerated vesting of 2022 and 2023 AO LTIP Units is calculated as the difference between the closing price of our common shares of $17.01 on December 29, 2023 and the “participation threshold” ($32.30) of the 2022 AO LTIP Units or the “participation threshold” ($20.83) of the 2023 AO LTIP Units. As the value is negative, we have ascribed no value. |

  179. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. To identify the “median employee” from our employee population, we used W-2 Medicare compensation for employees (annualizing such compensation for employees who had worked less than the 12-month period) and excluding our CEO from the calculation. We did not use any statistical sampling techniques and did not make any cost of living adjustments in identifying our median employee. Using this methodology, we determined that we had 850 employees as of December 31, 2023. We identified our median employee from this employee population. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $7,884,883. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $89,861. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 87.6 to 1. The SEC’s rules for calculating the required pay ratio permit companies to use reasonable estimates and assumptions in their methodologies, and companies have different employee populations and compensation practices. As a result, pay ratios reported by other companies may not be comparable to the pay ratio reported above.

  180. Pay Versus Performance Tables

    Pay Versus Performance Tables The following table sets forth information concerning the compensation actually paid to our Chief Executive Officer (“CEO”) and to our other NEOs compared to Company performance for the years ended December 31, 2023, 2022, 2021, and 2020. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEO’s pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see Compensation Discussion and Analysis beginning on page 49. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  181. Pay Versus Performance Tables

    | | | | Average | | Value of Initial Fixed | | | | | | | | Summary | | $100 Investment | | | | | | Summary | | Compensation | Average | Based on: | | | | | | Compensation | | Table Pay for | CAP to | | Peer | GAAP | Operating | | | Table Pay for | CAP to | Other | Other | | Group | Net Income | Portfolio | | Year | CEO(1)(2) | CEO(3)(4) | NEOs(1)(2) | NEOs(3)(4) | TSR(5) | TSR(5) | (Loss)(6) | NOI(6) | | 2023 | $7,884,883 | $5,141,313 | $2,424,259 | $1,814,083 | $49.46 | $63.33 | $(91,709) | $322,004 | | 2022 | $7,884,144 | $(804,352) | $2,534,133 | $432,042 | $52.69 | $62.07 | $98,986 | $339,217 | | 2021 | $16,099,515 | $7,359,471 | $4,936,407 | $2,882,484 | $76.41 | $99.51 | $(89,725) | $332,034 | | 2020 | $7,396,015 | $2,097,239 | $2,193,868 | $660,294 | $80.78 | $81.56 | $(67,261) | $301,904 |

  182. Pay Versus Performance Tables

    | (1) For each year shown, the CEO was W. Matthew Kelly. For 2023, the other NEOs were M. Moina Banerjee, Kevin “Kai” Reynolds, George L. Xanders and Steven A. Museles. For 2022, the other NEOs were David P. Paul, M. Moina Banerjee, Kevin “Kai” Reynolds and George L. Xanders. For 2021, the other NEOs were David P. Paul, M. Moina Banerjee, Kevin “Kai” Reynolds and Steven A. Museles. For 2020, the other NEOs were David P. Paul, Stephen W. Theriot, Kevin “Kai” Reynolds and M. Moina Banerjee. |

  183. Pay Versus Performance Tables

    | (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 71. See the footnotes to the SCT for further detail regarding the amounts in this column. |

  184. Pay Versus Performance Tables

    | (3) Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs. |

  185. Pay Versus Performance Tables

    | 2024 PROXY STATEMENT | 84 |