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Section 1: DEF 14A (DEF 14A)


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

SCHEDULE 14A

(RULE 14a-101)



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



Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

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

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

JBG SMITH PROPERTIES

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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LOGO

JBG SMITH PROPERTIES

4445 Willard Avenue, Suite 400
Chevy Chase, MD 20815

February 27, 2019

Dear Shareholder:

       You are cordially invited to the 2019 Annual Meeting of Shareholders (the "Annual Meeting") of JBG SMITH Properties to be held on Thursday, May 2, 2019 at 8:30 a.m., local time, at our corporate headquarters located at 4445 Willard Avenue, Suite 400, Chevy Chase, MD 20815.

       At the Annual Meeting, shareholders will be asked to (i) elect four trustees to our Board of Trustees, (ii) approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement ("Say-on-Pay"), (iii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019, and (iv) transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. The accompanying Notice of Annual Meeting and Proxy Statement describe these matters.

       Our Board of Trustees appreciates and encourages your participation in the Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Accordingly, please vote your shares by submitting your proxy. If you do attend the Annual Meeting, you may withdraw your proxy and vote in person if you so choose.

       Pursuant to rules adopted by the U.S. Securities and Exchange Commission's "notice and access" rules, we have elected to provide access to our proxy materials via the Internet. Accordingly, instead of mailing printed copies of those materials to each shareholder, our proxy materials are available at www.proxyvote.com. We anticipate sending a Notice of Internet Availability of Proxy Materials to our shareholders on or about March 1, 2019 that provides instructions on how to access our proxy materials on the Internet. Please read the enclosed information carefully before submitting your proxy.

       Sincerely,

 

 

GRAPHIC
    W. Matthew Kelly
Chief Executive Officer

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LOGO

JBG SMITH PROPERTIES

4445 Willard Avenue, Suite 400
Chevy Chase, MD 20815



NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
To be held on May 2, 2019


To the Shareholders of JBG SMITH Properties:

       NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Shareholders (the "Annual Meeting") of JBG SMITH Properties, a Maryland real estate investment trust (the "Company"), will be held at the Company's corporate headquarters located at 4445 Willard Avenue, Suite 400, Chevy Chase, MD 20815 on Thursday, May 2, 2019 at 8:30 a.m., local time, for the following purposes:

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

       The Company knows of no other matters to come before the Annual Meeting. Only holders of record of the Company's common shares at the close of business on February 26, 2019 are entitled to notice of and to vote at the Annual Meeting or at any adjournments or postponements thereof.

       Regardless of the number of shares you hold, as a shareholder your role is very important, and the Board of Trustees strongly encourages you to exercise your right to vote. Pursuant to the U.S.


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Securities and Exchange Commission's "notice and access" rules, the Company's Proxy Statement and 2018 Annual Report to Shareholders are available online at www.proxyvote.com.

    By Order of the Board of
Trustees,


 


 


GRAPHIC

Steven A. Museles
Chief Legal Officer and
Corporate Secretary

February 27, 2019
Chevy Chase, Maryland

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE BY INTERNET, BY TELEPHONE, OR BY MAIL BY COMPLETING, DATING AND SIGNING THE ACCOMPANYING PROXY CARD AND RETURNING IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.


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TABLE OF CONTENTS

 
  Page


 

 

 
PROXY STATEMENT SUMMARY   1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING   7
PROPOSAL ONE: ELECTION OF TRUSTEES   12

Nominees for Election as Trustees

  12

Vote Required and Recommendation

  17
PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION   18

Vote Required and Recommendation

  18
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   19

Vote Required and Recommendation

  19

Principal Accountant Fees and Services

  19

Pre-Approval Policies and Procedures

  20
AUDIT COMMITTEE REPORT   21
CORPORATE GOVERNANCE AND BOARD MATTERS   22

Corporate Governance Profile

  22

Corporate Responsibility and Sustainability

  24

Board Leadership Structure

  27

Executive Sessions

  27

Attendance of Trustees at 2018 Board and Committee Meetings and Annual Meeting of Shareholders

  27

Committees of the Board

  28

Trustee Nominee Selection Process

  30

Board Oversight of Risk Management

  31

Corporate Governance Guidelines

  32

Code of Business Conduct and Ethics

  32

Compensation of Trustees

  33

Company Policies

  35

Communications with the Board

  36

Compensation Committee Interlocks and Insider Participation

  36
EXECUTIVE OFFICERS   36

Biographies

  37
COMPENSATION DISCUSSION AND ANALYSIS   38

Executive Summary

  38

Executive Compensation Philosophy and Objectives

  38

Advisory Vote on Executive Compensation

  40

Role of the Compensation Committee and Management

  40

Role of the Compensation Consultant

  41

Use of Comparative Market Data

  41

Changes in Executive Management

  42

Elements of Executive Compensation Program

  42

2018 Actual Executive Pay Mix Before and After Cash Bonus Equity Election

  44

Other Benefits and Policies

  51

Employment Agreements

  51

Tax and Accounting Considerations

  51
COMPENSATION COMMITTEE REPORT   53
COMPENSATION OF EXECUTIVE OFFICERS   54

Summary Compensation Table

  54

Grants of Plan-Based Awards in 2018

  56

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

  57

Outstanding Equity Awards at Fiscal Year-End December 31, 2018

  60

2018 Option Exercises and Shares Vested

  62

Employee Retirement Plan

  62

Deferred Compensation

  62

Potential Payments upon Termination or Change in Control

  63

Equity Compensation Plan Information

  69

CEO Pay Ratio

  69
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   71

Section 16(a) Beneficial Ownership Reporting Compliance

  74
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   75
MISCELLANEOUS   79

Other Matters to Come Before the 2019 Annual Meeting

  79

Shareholder Proposals and Nominations for the 2020 Annual Meeting

  79

Householding of Proxy Materials

  79
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 2, 2019   80

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LOGO

JBG SMITH PROPERTIES

4445 Willard Avenue, Suite 400
Chevy Chase, MD 20815



PROXY STATEMENT


PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement first will be made available to shareholders on or about February 27, 2019.

ANNUAL MEETING OF SHAREHOLDERS

Date and Time
May 2, 2019 at 8:30 a.m. (local time)
  Record Date
February 26, 2019

Location
4445 Willard Avenue, Suite 400
Chevy Chase, MD 20815

 

Number of Common Shares Outstanding and Eligible to Vote at the Meeting as of February 26, 2019
122,593,995 common shares

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VOTING MATTERS

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

 
 
Board
Recommendation

Proposal 1. Election of Four Trustees (page 12)

 

FOR
EACH NOMINEE

Proposal 2. Say-on-Pay: Advisory Vote on Executive Compensation (page 18)

 

FOR

Proposal 3. Ratification of the Appointment of Deloitte & Touche LLP for 2019 (page 19)

 

FOR

OUR BUSINESS AND FORMATION

The Company

       JBG SMITH Properties is a real estate investment trust ("REIT") that owns, operates, invests in and develops real estate assets concentrated in leading urban infill submarkets in and around Washington, DC. We own and operate a portfolio of high-quality office and multifamily assets, many of which are amenitized with ancillary retail. Our third-party real estate services business provides fee-based real estate services to our real estate ventures, legacy funds formerly organized by The JBG Companies® ("JBG Legacy Funds") and other third parties.

2018 Business Performance Highlights

       In 2018, we achieved several significant accomplishments, including:

GRAPHIC

       In addition, our 2018 total shareholder return ("TSR"), as described in the section titled "Compensation Discussion and Analysis — Elements of Executive Compensation Program — 2018 Annual Equity Grants," significantly exceeded that of our peer group.

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GRAPHIC

Executive Compensation

       Our executive compensation program emphasizes performance over the long term by focusing on three important goals:

Alignment with shareholder interests by requiring significant share ownership, tying substantial portions of pay to performance and paying a sizable portion of compensation in equity subject to performance and multi-year vesting periods;

Attracting and retaining the highest caliber executives who possess the skills to continue to grow and manage our business successfully; and

Motivating our executives to achieve corporate and individual objectives.

Executive Compensation Elements and Objectives

GRAPHIC

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2018 Executive Target Pay Mix

GRAPHIC

       As described in the section titled "Elements of Executive Compensation Program" below, W. Matthew Kelly, David P. Paul and Steven W. Theriot each elected to receive 100%, 100% and 50%, respectively, of their 2018 cash bonuses in the form of equity awards.

2018 Actual Executive Pay Mix Before and After Cash Bonus Equity Election

GRAPHIC

GRAPHIC

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Performance-Based Equity Structure

GRAPHIC

CORPORATE GOVERNANCE HIGHLIGHTS

       Our corporate governance is structured in a manner that the Board of Trustees (the "Board") believes closely aligns the Company's interests with those of our shareholders.

       In early 2018, the Board adopted and implemented several significant governance changes. These changes were initiated by the Corporate Governance and Nominating Committee, which commenced a review and analysis of the Company's corporate governance provisions. As part of this process the Corporate Governance and Nominating Committee reviewed industry best practices, comparable governance provisions both within and outside of the public real estate industry and also included input that management proactively obtained from the corporate governance and stewardship units of some of the Company's largest shareholders. This comprehensive review and analysis enabled the Corporate Governance and Nominating Committee to evaluate the Company's corporate governance elections. The Corporate Governance and Nominating Committee considered proposed changes with two overarching principles in mind: (i) that governance of a public company by the majority of its shareholders is fair, and (ii) that the Company should align itself with the governance practices of corporate America generally, not just REITs. Based on its review and analysis our Corporate Governance and Nominating Committee, together with management, recommended to our Board, and our Board approved, the following shareholder-aligned changes to our governance structure:

Granted shareholders a new right (previously reserved for the Board) to amend the bylaws if a specified voting threshold is met – a majority vote of shares entitled to be cast on the matter;

Granted shareholders a new right (previously reserved for the Board and management) to call a special meeting of shareholders if a specified voting threshold is met – a majority of shares entitled to be cast on the matter;

Opted out of the Maryland Unsolicited Takeovers ("MUTA") (a portion of which was approved by our shareholders at our last annual meeting), a provision uniquely applicable to Maryland corporations and which, in the absence of not opting out, could be viewed as providing publicly traded entities organized in Maryland, like the Company, with certain defenses that might be utilized to entrench the Board and/or management; and

Opted out of the Maryland Business Combination Act ("MBCA"), which, in the absence of opting out, could inhibit a third party from making a proposal to acquire us or impede a change of control.

       While the foregoing governance changes were implemented in 2018, our Board and its Corporate Governance and Nominating Committee remain attentive to and focused on shareholder alignment and intend to continue to follow the two principals described above regarding majority rule and governance practices of corporate America generally when considering the corporate governance of our Company.

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       Notable features of our corporate governance structure include the following:

Shareholder Alignment


Annual election of Trustees after 2020, when our Board is de-staggered

Plurality voting of Trustees, subject to mandatory resignation policy for Trustees who receive more "withhold" than "for" votes

Shareholder proxy access

7 out of 12 independent Trustees

All members of Board Committees are independent Trustees

Share ownership requirements for executives and Trustees

Policy restricting hedging and pledging of Company securities

 


No "poison pill"

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

"Claw-back" policy for performance-based compensation

Diversity of skills, experience and backgrounds of Trustees

Shareholders may call a special meeting of shareholders if a specified voting threshold is met – a majority of shares entitled to be cast on the matter

The Company has opted out of MUTA

The Company has opted out of the MBCA

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LOGO

JBG SMITH PROPERTIES

4445 Willard Avenue, Suite 400
Chevy Chase, MD 20815



PROXY STATEMENT



QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving this Proxy Statement?

       This Proxy Statement is furnished by the Board of Trustees (the "Board") of JBG SMITH Properties in connection with the Board's solicitation of proxies for the 2019 Annual Meeting of Shareholders of JBG SMITH Properties (the "Annual Meeting") to be held on Thursday, May 2, 2019 at 8:30 a.m., local time, at our at our corporate headquarters located at 4445 Willard Avenue, Suite 400, Chevy Chase, MD 20815, and at any adjournments or postponements thereof. This Proxy Statement first will be made available to shareholders on or about February 27, 2019.

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

       Unless the context requires otherwise, references in this Proxy Statement to "JBG SMITH," "we," "our," "us" and the "Company" refer to JBG SMITH Properties, a Maryland real estate investment trust ("REIT"), together with its consolidated subsidiaries. References to our "formation transaction" refer to our separation from Vornado Realty Trust ("Vornado") and subsequent acquisition of the management business and certain assets of The JBG Companies® ("JBG") to become an independent publicly traded company. Following the formation transaction, JBG SMITH became an independent, publicly traded company listed on the New York Stock Exchange under the ticker symbol "JBGS".

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

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

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What am I being asked to vote on?

       You are being asked to vote on the following proposals:

Proposal 1 (Election of Trustees):  The election of the four trustee nominees to the Board to serve until the 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting") and until their successors have been duly elected and qualify;

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

Proposal 3 (Ratification of the appointment of Deloitte & Touche LLP):  The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.

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

What are the Board's voting recommendations?

       The Board recommends that you vote as follows:

Proposal 1 (Election of Trustees): "FOR" each of the Board's nominees for election as trustees;

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

Proposal 3 (Ratification of the appointment of Deloitte & Touche LLP): "FOR" ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.

Who is entitled to vote at the Annual Meeting?

       The close of business on February 26, 2019 has been fixed as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. Only holders of record of our common shares of beneficial interest ("common shares") as of the close of business on the Record Date, or their duly appointed proxies, are entitled to receive notice of, to attend, and to vote at the Annual Meeting. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in "street name," and you must obtain a proxy from your brokerage firm, bank, broker-dealer, trustee or nominee, giving you the right to vote the shares at the Annual Meeting. On the Record Date, our outstanding voting securities consisted of 122,593,995 common shares.

What are the voting rights of shareholders?

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

How do I vote?

       If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and the Proxy Notice was sent directly to you by us. In that case, if you choose not to attend the Annual Meeting and vote in person, you may instruct the proxy holders named in the proxy card how to vote your common shares in one of the following ways:

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

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Vote by telephone.  If you received printed materials, you also have the option to vote by telephone by following the "Vote by Phone" instructions on the proxy card.

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

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

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

How are proxy card votes counted?

       Proxies submitted properly via one of the methods discussed above will be voted in accordance with the instructions contained therein. If the proxy is submitted but voting directions are not made, the proxy will be voted "FOR" each of the four trustee nominees, "FOR" approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, and "FOR" ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, and in such manner as the proxy holders named on the proxy (the "Proxy Agents"), in their discretion, determine upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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

How many votes are needed for the proposals to pass?

       The proposals to be voted on at the Annual Meeting have the following voting requirements:

Proposal 1 (Election of Trustees):  With respect to Proposal One, you may vote "FOR" all nominees, "WITHHOLD" your vote as to all nominees, or "FOR" all nominees except those specific nominees from whom you "WITHHOLD" your vote. Pursuant to our bylaws, trustees will be elected by a plurality of votes cast at the Annual Meeting, with each share being entitled to vote for as many individuals as there are trustees to be elected and for whose election the share is entitled to vote. Therefore, the four trustee nominees receiving the highest number of

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Proposal 2 (Say-on-Pay):  You may vote "FOR," "AGAINST" or "ABSTAIN" on Proposal Two. The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of the vote on Proposal Two, a majority of the votes cast means that the shares voted "FOR" the proposal must exceed the votes "AGAINST" the proposal, and therefore abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote. However, both abstentions and broker non-votes will count toward the presence of a quorum.

Proposal 3 (Ratification of the Appointment of Deloitte & Touche LLP):  You may vote "FOR," "AGAINST" or "ABSTAIN" on Proposal Three. Pursuant to our bylaws, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019. For purposes of the vote on Proposal Three, a majority of the votes cast means that the shares voted "FOR" the proposal must exceed the votes "AGAINST" the proposal, and therefore abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote. However, abstentions will count toward the presence of a quorum.

What will constitute a quorum at the Annual Meeting?

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

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

       Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you send in your proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record. If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in street name), you may vote your shares in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions prior to the meeting as described above so that your vote will be counted if you later decide not to attend the meeting.

Who can attend the Annual Meeting?

       Only shareholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. Shareholders may be asked to present valid picture identification such as a driver's license or passport and proof of share ownership as of the Record Date. If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of

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beneficial ownership on the Record Date, such as your most recent account statement, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. The use of cell phones, smartphones, cameras, sound or video recording, or other similar equipment or electronic devices, and/or computers is not permitted at the Annual Meeting. For directions to the Annual Meeting, contact Investor Relations at (240) 333-3203 or email ir@jbgsmith.com.

Will any other matters be voted on?

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

Can I change my vote after I have voted?

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

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

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

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

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

       Please call Investor Relations at (240) 333-3643 or email jmarcus@jbgsmith.com if you have any questions in connection with voting your shares.

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PROPOSAL ONE: ELECTION OF TRUSTEES

       The Board has set the number of trustees at 12. We currently have a classified board, but will transition to an unclassified board by our 2020 Annual Meeting. Our declaration of trust divides our Board into three classes. The terms of the first and third classes expire at our 2020 Annual Meeting, and the current term of the second class expires at the 2019 Annual Meeting. Shareholders elect only one class of trustees each year. The trustee nominees for election by shareholders at this Annual Meeting will serve a one-year term, which will expire at the 2020 Annual Meeting. Commencing with the 2020 Annual Meeting, each trustee will be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies. There is no cumulative voting in the election of trustees.

       At our 2018 Annual Meeting of Shareholders, the first class of trustees was elected to serve on our Board until our 2020 Annual Meeting and until their respective successors are elected and qualify. The four individuals designated below as Class II Trustee Nominees, each of whom currently serves on our Board, have been recommended by our Corporate Governance and Nominating Committee and nominated by our Board to serve on the Board until our 2020 Annual Meeting and until their respective successors are elected and qualify. Based on its review of the relationships between the trustees and the Company, the Board has determined that all of our trustees, except Steven Roth, Mitchell N. Schear, Michael J. Glosserman, W. Matthew Kelly, and Robert A. Stewart, are independent under applicable SEC and NYSE rules.

       Pursuant to the Master Transaction Agreement (the "Master Transaction Agreement"), dated as of October 31, 2016, that resulted in the formation transaction, Vornado and JBG each appointed six of our 12 trustees (the "Vornado Board Designees" and the "JBG Board Designees," respectively). Our bylaws name Scott A. Estes, Alan S. Forman, Michael J. Glosserman, W. Matthew Kelly, Ellen Shuman and Robert A. Stewart as JBG Board Designees and Charles E. Haldeman, Jr., Carol A. Melton, William J. Mulrow, Steven Roth, Mitchell N. Schear and John F. Wood as Vornado Board Designees. For additional information on other governance provisions mandated by the Master Transaction Agreement, see "Corporate Governance and Board Matters — Corporate Governance Profile."

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

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

Nominees for Election as Trustees

       The table below sets forth the names of the four nominees and the other members of the Board whose terms do not expire at the Annual Meeting. All of our trustees have served since the formation transaction in July 2017. For each person, the table lists the age, as well as the positions and offices with the Company currently.

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Name
  Position with the Company
  Age as of the
Annual
Meeting

  Year Term
Will Expire

Nominees for Election to Serve as Trustees Until the 2020 Annual Meeting (Class II)
Alan S. Forman   Trustee   53   2020

Michael J. Glosserman

 

Trustee

 

73

 

2020

Charles E. Haldeman, Jr.

 

Trustee

 

70

 

2020

Carol A. Melton

 

Trustee

 

64

 

2020

 

 

 

 

 

 

 
Trustees Serving as Trustees Until the 2020 Annual Meeting (Class I)
W. Matthew Kelly   Trustee, Chief Executive Officer   46   2020

Mitchell N. Schear

 

Trustee

 

60

 

2020

Ellen Shuman

 

Trustee

 

64

 

2020

John F. Wood

 

Trustee

 

49

 

2020

 

 

 

 

 

 

 
Trustees Serving as Trustees Until the 2020 Annual Meeting (Class III)
Scott A. Estes   Trustee   48   2020

William J. Mulrow

 

Trustee

 

63

 

2020

Steven Roth

 

Chairman of the Board

 

77

 

2020

Robert A. Stewart

 

Trustee, Executive Vice Chairman

 

57

 

2020

       Set forth below is biographical information of our trustee nominees (Class II) and the other members of the Board who will continue to serve following the Annual Meeting (Classes I and III).

       Alan S. Forman.    Mr. Forman serves as a Director of Investments at the Yale University Investments Office, the team charged with managing the University's $25 billion endowment fund. Mr. Forman joined the Investments Office in October 1990 as a Senior Financial Analyst and has served as a Director of Investments since October 1997. In October 1992 and October 1994, he was promoted to Senior Associate and Associate Director, respectively. Mr. Forman also serves on the Board of Directors of Stemline Therapeutics, where he is the chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. Mr. Forman 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. He served on the Compensation and Nominating and Governance Committees at Kimpton Group Holdings. 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. Mr. Forman is a JBG Board Designee.

       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 JBG Legacy Funds.

       Michael J. Glosserman.    Mr. Glosserman worked at JBG from March 1979 until June 2017, and he served as a Managing Partner and member of JBG's Executive Committee from 2008 until June 30, 2017. He began his career as a staff attorney with the U.S. Department of Justice in March 1971,

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before moving into commercial real estate investment and development in various senior positions with the Rouse Company between March 1972 and March 1979. He currently serves on the board of directors of the CoStar Group (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. Mr. Glosserman is a JBG Board Designee.

       Mr. Glosserman was selected to serve on our Board based on his 45 years of experience in all facets of commercial and residential real estate investment, development, and operations.

       Charles E. Haldeman, Jr.    From July 2009 to June 2012, Mr. Haldeman served as the Chief Executive Officer of the Federal Home Loan Mortgage Corporation, a public government-sponsored enterprise that operates in the U.S. secondary mortgage market. Mr. Haldeman joined the Federal Home Loan Mortgage Corporation from Putnam Investments, where he served as President and Chief Executive Officer from November 2003 to June 2008 and Chairman from June 2008 to June 2009. Mr. Haldeman served as the Non-Executive Chairman of KCG Holdings (NYSE: KCG) from November 2013 until July 2017. Since 2012, Mr. Haldeman has served as a member of the Board of Directors of S&P Global (NYSE: SPGI), including as the Non-Executive Chairman since April 2015 and as a member of the Financial Policy and Nominating and Corporate Governance Committees. Mr. Haldeman also served as the director of DST Systems (NYSE: DST) from November 2014 until April 2018. Mr. Haldeman received his Bachelor of Arts from Dartmouth College, Summa Cum Laude, a Master of Business Administration from Harvard Business School, where he graduated with high distinction as a Baker Scholar, and a Juris Doctor from Harvard Law School. Mr. Haldeman is a Vornado Board Designee.

       Mr. Haldeman was selected to serve on our Board based on his managerial experience, in particular his experience overseeing the Federal Home Loan Mortgage Corporation's strategy, operating plans and financial goals.

       Carol A. Melton.    Ms. Melton is the Chief Executive Officer and founder of Adeft Capital, a venture capital firm advising and investing in early stage companies, as well as other U.S. and international business interests. Prior to founding Adeft Capital, Ms. Melton served as Executive Vice President for Global Public Policy at Time Warner (NYSE: TWX), a multinational media and entertainment company, from June 2005 until August 2018. In her role at Time Warner, Ms. Melton was responsible for overseeing the company's policy activities worldwide and managing its worldwide portfolio. Ms. Melton joined Time Warner from Viacom (NASDAQ: VIAB), where she served as Executive Vice President for Government Relations from June 1997 to June 2005. Ms. Melton is a member of the Council on Foreign Relations and serves on the Board of Directors and as First Vice President of the Economic Club of Washington, DC. Ms. Melton is also a Director of Halcyon and Georgetown Heritage. 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. Ms. Melton is a Vornado Board Designee.

       Ms. Melton was selected to serve on our Board based on her experience in strategic oversight of policy-related activities for global businesses.

       W. Matthew Kelly.    Mr. Kelly serves as our Chief Executive Officer and a member of the Board. Mr. Kelly worked at JBG from August 2004 until the formation transaction and served as Managing Partner and a member of JBG's Executive Committee and Investment Committee from 2008 until the formation transaction. 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

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Partners in Boston, and Goldman Sachs, & Co (NYSE: GS) in New York. Mr. Kelly received his Bachelor of Arts with honors from Dartmouth College and a Master of Business Administration from Harvard Business School. Mr. Kelly is a JBG Board Designee.

       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.

       Mitchell N. Schear.    Mr. Schear served as President of Vornado / Charles E. Smith from April 2003 until the formation transaction. Prior to joining Vornado in April 2003, Mr. Schear spent 15 years at the Kaempfer Company, where, as President, he oversaw all of the company's development, leasing and management activities. Mr. Schear has served on a number of boards on behalf of the real estate industry and the community, including The Washington Convention and Sports Authority; Executive Committee of the Federal City Council; the Downtown DC Business Improvement District; the Economic Club of Washington DC; the Corporate Board of Arena Stage; and is currently Vice Chair of the Board of Higher Achievement. He also serves on the Governor's Advisory Council on Revenue Estimates for the Commonwealth of Virginia. Mr. Schear has a Bachelor of Arts from Hobart College, and earned a Master of Business Administration from George Washington University. Mr. Schear is a Vornado Board Designee.

       Mr. Schear was selected to serve on our Board based on his 35 years of experience in commercial and residential real estate investment, development and operations, in particular his 14 years of experience and knowledge with respect to the assets received from Vornado in connection with the formation transaction.

       Ellen Shuman.    Since August 2013, Ms. Shuman has served as the Managing Partner of Edgehill Endowment Partners, an endowment and foundation investment management firm. Prior to founding Edgehill Endowment Partners, Ms. Shuman served as Vice President and Chief Investment Officer of Carnegie Corporation of New York, a philanthropic foundation, from January 1999 to July 2011. Ms. Shuman served as the Director of Investments of the Yale Investment Office, which manages the endowment of Yale University, from 1986 to 1998. Ms. Shuman served as a trustee of Bowdoin College from 1992 to 2013 and as an investment advisor, trustee, and investment committee chair of the Edna McConnell Clark Foundation from 1998 to 2013. Ms. Shuman served as a board member of The Investment Fund for Foundations from 2000 to 2009. 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. Ms. Shuman is a JBG Board Designee.

       Ms. Shuman was selected to serve on our Board based on her experience in the management of investments for endowments and foundations.

       John F. Wood.    Mr. Wood has been the General Counsel and Chief Legal Officer of the U.S. Chamber of Commerce since June 2018. Prior to joining the U.S. Chamber of Commerce, Mr. Wood served as a Partner at Hughes Hubbard & Reed LLP, a law firm from May 2009 until June 2018 and served as Chairman of the firm's Defense Industry Practice Group and Co-Chair of the Anticorruption and Internal Investigations Practice Group. Prior to joining Hughes Hubbard, Mr. Wood served as United States Attorney for the Western District of Missouri from April 2007 to March 2009. In that position, he was the senior federal law enforcement official for the district. He previously served in several other government positions, including Chief of Staff for the U.S. Department of Homeland Security (February 2005 to November 2006); Counselor to the Attorney General (July 2003 to February 2005), Deputy General Counsel for the White House Office of Management & Budget (April 2002 to July 2003), and Deputy Associate Attorney General / Counsel to the Associate Attorney General (March 2001 to April 2002). He previously practiced law at Kirkland & Ellis and was a law clerk for the Supreme Court of the United States and the U.S. Court of Appeals for the Fourth Circuit. He was a legislative aide to U.S. Senator John C. Danforth. Mr. Wood received his Bachelor of Arts with

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Honors from the University of Virginia and his Juris Doctor, magna cum laude, from Harvard Law School. Mr. Wood is a Vornado Board Designee.

       Mr. Wood was selected to serve on our Board based on his extensive experience in the federal government and his legal experience advising companies and boards of directors on compliance, governance, and other matters.

       Scott A. Estes.    Mr. Estes served as the Executive Vice President and Chief Financial Officer of Welltower Inc. (NYSE: HCN), a real estate investment trust focused on healthcare infrastructure from January 2009 through October 2017. Mr. Estes joined Welltower Inc. in April 2003 from Deutsche Bank Securities, a financial firm, where he served as Senior Equity Analyst and Vice President from January 2000 to April 2003. Since June 2018 Mr. Estes has served on the Board of Directors of Essential Properties Realty Trust (NYSE: EPRT), a real estate investment trust that acquires, owns and manages primarily single-tenant properties, where he serves as the chair of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Estes received his Bachelor of Arts from the College of William and Mary. Mr. Estes is a JBG Board Designee.

       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.

       William J. Mulrow.    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, Arizona Mining Inc. (TSX: AZ) since June 2017, and Titan Mining Corporation (TSX: TI) since October 2018. From January 2015 to April 2017, Mr. Mulrow served as Secretary to Andrew M. Cuomo, 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 (April 2011 — 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. Mr. Mulrow is a Vornado Board Designee.

       Mr. Mulrow was selected to serve on our Board based on his more than 30 years of experience in business, government and politics.

       Steven Roth.    Mr. Roth has been the Chairman of the Board of Trustees of Vornado since May 1989 and Chairman of the Executive Committee of the Vornado board since April 1980. From May 1989 until May 2009, Mr. Roth served as Vornado's Chief Executive Officer, and has been serving as Chief Executive Officer again from April 15, 2013 until the present. He is a co-founder and Managing General Partner of Interstate Properties since September 1968. He has also served as the Chief Executive Officer and Chairman of the Board of Alexander's, Inc. since March 1995 and May 2004, respectively, and has served as a trustee of Urban Edge Properties since the completion of its spin-off from Vornado in January 2015. Mr. Roth was a director of J. C. Penney Company, Inc. (a retailer) (NYSE: JCP) from February 2011 until September 2013. Mr. Roth is a graduate of DeWitt Clinton High School in the Bronx. He received his Bachelor of Arts degree from Dartmouth College and a Master of Business Administration degree with Highest Distinction from The Tuck School of Business at Dartmouth. Mr. Roth is a Vornado Board Designee.

       Mr. Roth was selected to serve on our Board based on his 48 years of experience in all facets of commercial and residential real estate investment, development and operations.

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       Robert A. Stewart.    Mr. Stewart serves as Executive Vice Chairman of our Board. Mr. Stewart worked at JBG from June 1988 until the formation transaction, 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 since its formation until the formation transaction. 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. Mr. Stewart is a JBG Board Designee.

       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.

Vote Required and Recommendation

       Trustees are elected by plurality vote. Therefore, the four trustee nominees receiving the highest number of "FOR" votes will be elected. There is no cumulative voting in the election of trustees. For purposes of this Proposal One, abstentions, votes marked "WITHHOLD" 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.

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PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION

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

       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 base salaries and annual bonus incentives and long-term equity incentives amounts, the Compensation Committee considers a number of factors it deems important, including:

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

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

corporate governance and regulatory factors related to executive compensation; and

marketplace compensation levels and practices.

       The Compensation Committee comprises non-employee 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."

       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 compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of approving this Proposal Two, 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.

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PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

       The Audit Committee of our Board, which is composed entirely of independent trustees, has appointed Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. Although shareholder approval is not required, we desire to obtain from our shareholders an indication of their approval of the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2019. Even if the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine that such a change would be in our and our shareholders' best interests. If our shareholders do not ratify this appointment, the Audit Committee may consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.

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

Vote Required and Recommendation

       The affirmative vote of a majority of all votes cast at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. For purposes of approving this Proposal Three, abstentions and other shares not voted 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 RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

Principal Accountant Fees and Services

       The following table summarizes the fees billed by Deloitte & Touche LLP for professional services rendered for the fiscal years ended December 31, 2018 and 2017.

 
  2018   2017  

Audit Fees(1)

  $ 2,979,679   $ 2,780,000  

Audit-Related Fees(2)

    669,380     1,202,491  

Tax Fees(3)

    1,017,545     100,000  

All Other Fees

         

Total

  $ 4,666,604   $ 4,082,491  

(1)
Audit fees for 2018 and 2017 include audit fees for professional services rendered for the audits of the Company's annual consolidated and combined financial statements included in the Company's Annual Report on Form 10-K and the reviews of the consolidated and combined interim financial statements included in the Company's Quarterly Reports on Form 10-Q.

(2)
Audit-related fees for 2018 and 2017 include fees for professional services rendered that are related to the review of registration statements and audits of the Company's subsidiaries which are not reported above under "Audit Fees." Audit-related fees in 2017

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(3)
Tax fees consist of tax and consulting fees relating to services provided related to tax return preparation, tax consultations and other similar matters.

Pre-Approval Policies and Procedures

       The Audit Committee's policy is to review and pre-approve, either pursuant to the Audit Committee's Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company's independent auditor to provide any audit, review and attest services or non-audit services to the Company. Permissible audit, audit-related, tax and other services other than those specifically pre-approved pursuant to the pre-approval policy require specific pre-approval by the Audit Committee. All audit, audit-related, tax and other services provided to us for the year ended December 31, 2018 either were pre-approved by the Audit Committee or were approved pursuant to the Audit Committee's pre-approval policy. Pursuant to the pre-approval policy, the Audit Committee may delegate pre-approval authority to one or more of its members who are required to report any pre-approval decisions to the Committee at its next scheduled meeting.

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AUDIT COMMITTEE REPORT

       Scott A. Estes, Charles E. Haldeman, Jr. and William J. Mulrow comprise our Audit Committee. The members of the Audit Committee are appointed by and serve at the discretion of the Board.

       The Audit Committee assists the Board in overseeing the integrity of the Company's financial statements. The Company's management team is primarily responsible for the financial statements and the reporting process, including the Company's accounting policies, internal audit function, system of disclosure controls and procedures and internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2018 with the Company's management.

       The Audit Committee also assists the Board in overseeing the qualification, independence and performance of the Company's independent auditor, Deloitte & Touche LLP. The Audit Committee reviewed the audited financial statements for the year ended December 31, 2018 with Deloitte & Touche LLP, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board ("PCAOB") Standard No. 1301, Communications with Audit Committees.

       Deloitte & Touche LLP has provided to the Audit Committee the written disclosures and letter regarding its independence required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee has discussed with Deloitte & Touche LLP its independence.

       In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board the inclusion of the Company's audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC.

    Respectfully submitted,

 

 

The Audit Committee

 

 

SCOTT ESTES (Chair)
CHARLES HALDEMAN
WILLIAM MULROW

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

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance Profile

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

our Board is divided into three classes and will be de-staggered at the 2020 Annual Meeting, after which each of our trustees will be subject to re-election annually;

our Corporate Governance Guidelines provide that any nominee in an uncontested election who does not receive a greater number of "for" votes than "withhold" votes shall be elected as a trustee but shall promptly tender his or her offer of resignation to the Board following certification of the vote. The Corporate Governance and Nominating Committee shall consider the offer to resign and shall recommend to the Board the action to be taken in response to the offer, and the Board shall determine whether to accept such resignation;

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

of the 12 persons who serve on our Board, seven have been determined by us to be independent for purposes of the NYSE's corporate governance listing standards and Rule 10A-3 under the Exchange Act;

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

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

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

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

we have a policy restricting hedging and pledging of our securities;

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

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

our shareholders may call a special meeting of shareholders if a specified voting threshold is met – a majority of shares entitled to be cast on the matter;

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

we do not have a shareholder rights plan.

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

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

       There are no family relationships among our executive officers and trustees. All trustees except Steven Roth, Mitchell N. Schear, Michael J. Glosserman, W. Matthew Kelly, and Robert A. Stewart have been determined by the Board to be independent under applicable NYSE and SEC rules.

       We believe engaging with our shareholders on a regular basis is important because a complex, long-term strategy like ours requires detailed explanation. In particular, our large development pipeline and placemaking strategy using office, multifamily and retail assets distinguishes our business from other REITs. In addition, Amazon's recent selection of our holdings in National Landing in Arlington, Virginia for a second headquarters has created significant new opportunities for our Company.

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

       Specifically, in 2018, in addition to publishing our quarterly investor package, we:

regularly met or had calls with investors

attended multiple investor events, including non-deal road shows, property tours and the NAREIT conference in June

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

       Pursuant to the Master Transaction Agreement, Vornado and JBG each appointed six of our 12 trustees. Our bylaws name Scott A. Estes, Alan S. Forman, Michael J. Glosserman, W. Matthew Kelly, Ellen Shuman and Robert A. Stewart as JBG Board Designees and Charles E. Haldeman, Jr., Carol A. Melton, William J. Mulrow, Steven Roth, Mitchell N. Schear and John F. Wood as Vornado Board Designees. The Master Transaction Agreement and our bylaws require that, for a period of two years following our formation transaction (i.e., until July 18, 2019), if any Vornado Board Designee or JBG Board Designee is unable or unwilling to serve or is otherwise no longer serving as a trustee, then the remaining Vornado Board Designees or JBG Board Designees, respectively, may designate a replacement designee reasonably satisfactory to the Corporate Governance and Nominating Committee and the Board, who shall promptly be appointed by our Board to fill the vacancy. Further, during the same period, to the extent practicable, the membership of each of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee shall consist of an equal number of Vornado Board Designees and JBG Board Designees (or their respective replacement designees).

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       Our Board has deep experience in the public markets and strong capital allocation credentials. While maintaining these strengths, we believe our Board should evolve in a direction that reflects the strength and diversity of our national labor force. Our Board has made a long-term commitment to establish an equal balance between men and women and one that reflects the diversity of our country. These goals will not be achieved overnight, but they are deeply important to us, and we are committed to them over the long term.

       The following charts summarize diversity and core competencies currently represented on our Board. The details of each trustee's competencies are included in each trustee's biography.

GRAPHIC

Corporate Responsibility and Sustainability

       By fully integrating environmental sustainability, social responsibility, and strong governance practices throughout our organization, we believe we can enhance our communities and conserve resources while growing shareholder value. We remain committed to transparency in our investment strategy with a focus on operating efficiency, responding to evolving trends, and addressing the needs of our tenants and communities.

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

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GRAPHIC

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GRAPHIC

Our Company

      ESG Strategy      

Approved oversight of environmental and social matters by Board of Trustees reporting annually on strategy and performance.

Management of social and environmental capital embedded in our investment strategy, corporate culture and stakeholder engagement process.

Membership in several industry sustainability organizations including Global Real Estate Sustainability Benchmark (GRESB), the U.S. Green Building Council, the Department of Energy Better Buildings Alliance and the NAIOP DC MD Sustainable Development Committee.

   
 
            Highlights      

Achieved 4-star rating in the GRESB Real Estate Assessment, ranking second in our peer group and in the top 10 of all North American REITs.

72% of operating assets are certified under at least one green building rating system.

   
 
            Climate Change Mitigation & Adaptation      

Commitment to annual reduction in energy use per square foot of 20% by 2024 over a 2014 baseline through the Department of Energy Better Buildings Challenge.

Achieved a 3.4% annual average improvement in energy use intensity across the office portfolio over first 3 years of commitment.

Assessment of physical climate risks to further understanding of future climate conditions and direct physical risk to assets.

   
 
   

GRAPHIC
Environmental

      Tenant Engagement      

Named a 2018 Green Lease Leader Gold for engaging tenants in advancing mutually beneficial sustainability goals, including cost recovery for efficiency investment.

Hosting of annual Earth Day tenant events and discussion of sustainability programs at regular tenant meetings.

Providing resources for tenants to improve efficiency.

   
 
            Resource Management      

Conducting energy audits and real time monitoring of energy use and equipment efficiency via our Tenant Service Center.

Implementation of energy and water conservation measures.

Comprehensive waste management program diverting waste from the landfill through recycling, donations, and composting.

   
 
            Housing Affordability      

Launched the Washington Housing Initiative, in partnership with the Federal City Council, to preserve or build more than 2,000 units of affordable workforce housing in our region over the next decade. Financial support and in-kind donation to more than 20 local organizations that support those in need and answer the urgent call for increased affordable workforce housing.

   
 
   

GRAPHIC
Social

      Diversity and Inclusion      

A strong, collaborative culture, that strives to create an inclusive and healthy work environment for our employees, allowing us to continue to attract innovative thinkers to our organization.

Internal committees focused on diversity, women's leadership, and workforce development.

Hired a new Executive Vice President of Human Resources & Inclusion.

38% Female and 52% Minority workforce, 33% Female Senior Leadership (SVP and above).

   
 
            Employee Engagement      

Offering a variety of training opportunities throughout the year through JBG SMITH University and an annual employee Green Fair, a full day of education and vendor exhibits focused on building management and efficiency.

Providing a comprehensive benefits package including parental leave.

Employee-based JBG SMITH Cares committee focused on supporting organizations that demonstrate a meaningful impact in affordable housing, education, arts in the community, environmental responsibility and health and wellbeing, which align with our corporate strategy.

   
 
   

GRAPHIC
Governance

      Risk Assessment      

Conducting an annual risk assessment designed to identify the material risks our business faces and the potential impact of those risks on our strategy and operations.

   
 

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Board Leadership Structure

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

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

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

presiding at executive sessions of the independent trustees;

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

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

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

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

Executive Sessions

       Our non-management trustees met in special executive sessions without management at each of our in-person Board meetings, which occurred in March, May, August and November of 2018. Steven Roth, as Chairman, chaired the sessions. Per our Corporate Governance Guidelines, the Board expects to conduct executive sessions limited to non-management trustees at each of our regularly scheduled Board meetings, and at least annually will hold an executive session limited to independent trustees. Additionally, our Corporate Governance Guidelines provide that the Chairman shall preside over these sessions.

Attendance of Trustees at 2018 Board and Committee Meetings and Annual Meeting of Shareholders

       The Board held a total of six meetings during 2018. Each trustee attended at least 75% of the meetings of the Board and all committees thereof on which such trustee served during 2018.

       In accordance with the Company's Corporate Governance Guidelines, trustees are expected to attend the annual meeting of shareholders. All trustees attended our 2018 Annual Meeting of Shareholders.

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Committees of the Board

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

       The table below provides membership information for each of the Board committees as of the date of this Proxy Statement. Each committee is composed exclusively of independent trustees, in accordance with NYSE rules. In addition, our bylaws and the Master Transaction Agreement require that, for the two years following the formation transaction (until July 18, 2019), to the extent practicable, the membership of each of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee shall consist of an equal number of Vornado Board Designees and JBG Board Designees (or their respective replacement designees).

Trustee   Audit
Committee
  Compensation
Committee
  Corporate
Governance and
Nominating
Committee
Scott A. Estes   X (Chair)*   X  
Alan S. Forman       X   X (Chair)
Charles E. Haldeman, Jr.   X     X
Carol A. Melton       X (Chair)    
William J. Mulrow   X   X  
Ellen Shuman           X
John F. Wood       X

*
Audit Committee financial expert.

       Scott A. Estes (chair), Charles E. Haldeman, Jr. and William J. Mulrow comprise the Audit Committee. Each of the members of the Audit Committee has been determined by our Board to be independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Exchange Act, the rules and regulations of the SEC, and in accordance with the Company's Corporate Governance Guidelines.

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

our accounting and financial reporting processes;

the integrity of our consolidated financial statements;

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

our compliance with financial, legal and regulatory requirements;

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

the performance of our internal audit function; and

our overall risk profile.

       The Audit Committee also is responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public

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accounting firm, including all audit and non-audit services, and reviewing the annual and quarterly SEC filings. The Audit Committee also approves the Audit Committee report required by SEC regulations to be included in our annual proxy statement.

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

       The Audit Committee will meet as often as it determines, but not less frequently than quarterly. During 2018, the Audit Committee met four times.

       Carol A. Melton (chair), Alan S. Forman, Scott A. Estes and William J. Mulrow comprise the Compensation Committee. Each of the members of the Compensation Committee is independent, as defined by the rules of the NYSE, the rules and regulations of the SEC, and in accordance with the Company's Corporate Governance Guidelines.

       The principal functions of the Compensation Committee include:

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

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

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

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

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

       The Compensation Committee will meet as often as it determines, but not less frequently than annually. During 2018, the Compensation Committee met six times.

       Alan S. Forman (chair), Charles E. Haldeman, Jr., Ellen Shuman and John F. Wood comprise the Corporate Governance and Nominating Committee. Each of the members of the Corporate Governance and Nominating Committee is independent, as defined by the rules of the NYSE, the rules and regulations of the SEC, and in accordance with the Company's Corporate Governance Guidelines.

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

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

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

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

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

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

overseeing the Board's evaluation of management;

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

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

       The Corporate Governance and Nominating Committee will meet as often as it determines, but not less frequently than annually. During 2018, the Corporate Governance and Nominating Committee met three times.

Trustee Nominee Selection Process

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

high personal and professional ethics and integrity;

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

an ability to make independent analytical inquiries;

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

appropriate and relevant business experience and acumen; and

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

       In addition to these minimum qualifications, the written policy sets forth certain additional qualities and skills that, while not a prerequisite for nomination, should be considered by the Corporate Governance and Nominating Committee when evaluating a particular candidate. These additional qualities and skills include, among others, the following:

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

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

whether the person would qualify as an "independent" trustee under the rules of the NYSE and the Company's Corporate Governance Guidelines;

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

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

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

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

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

       At an appropriate time after a vacancy arises on the Board or a trustee advises the Board of his or her intention to resign, the Corporate Governance and Nominating Committee will recommend to the Board for election by the Board to fill such vacancy, such prospective member of the Board as the Corporate Governance and Nominating Committee, in the exercise of its judgment, has found to be well-qualified and willing and available to serve. In determining whether a prospective member is qualified to serve, the Corporate Governance and Nominating Committee will consider the factors listed above. As required by the Master Transaction Agreement and our bylaws, for a period of two years following our formation transaction (i.e., until July 18, 2019), if any Vornado Board Designee or JBG Board Designee is unable or unwilling to serve or is otherwise no longer serving as a trustee, then the remaining Vornado Board Designees or JBG Board Designees, respectively, may designate a replacement designee reasonably satisfactory to the Corporate Governance and Nominating Committee and the Board, who shall promptly be appointed by our Board to fill the vacancy.

Board Oversight of Risk Management

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

Audit Committee:  The Audit Committee has the responsibility to consider and discuss our major financial risk exposures, including credit, liquidity and market risk exposures, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit

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Compensation Committee:  The Compensation Committee assesses and monitors compensation policies to ensure that such practices are designed to balance risk and reward in relation to the Company's overall business strategy and do not encourage excessive risk-taking.

Corporate Governance and Nominating Committee:  The Corporate Governance and Nominating Committee monitors the general operations of the Board and the Company's compliance with its Corporate Governance Guidelines and applicable laws and regulations, including the applicable NYSE listing requirements.

       Our Board and its standing committees also receive reports from the members of management responsible for the matters considered to enable our Board and each committee to understand and discuss risk identification and risk management.

       The Board believes that the composition of its committees, and the distribution of the particular expertise of each committee's members, makes this an appropriate structure to monitor effectively the risks discussed above.

Corporate Governance Guidelines

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

the responsibilities and qualifications of trustees, including trustee independence;

the functioning of the Board;

the responsibilities, composition and functioning of the Board committees;

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

principles of trustee compensation;

the policies and procedures regarding trustee resignation; and

chief executive officer succession planning.

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

Code of Business Conduct and Ethics

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

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

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

compliance with applicable governmental laws, rules and regulations;

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

accountability for adherence to the code.

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

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

Compensation of Trustees

       Non-employee trustees are compensated as follows:

GRAPHIC

       Additional compensation for non-employee Board Committee members:

 
  Chair Annual Retainer   Member Annual Retainer  

Audit Committee

  $ 25,000   $ 10,000  

Compensation Committee

  $ 15,000   $ 5,000  

Corporate Governance and Nominating Committee

  $ 15,000   $ 5,000  

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

       In addition to his compensation for services as a non-employee member of the Board, Mitchell Schear is party to a consulting agreement with the Company with respect to his services to the Company as a consultant that provides for certain payments and benefits for a period up to two years after the closing of the formation transaction. While the consulting period under this agreement expired on December 31, 2017, Mr. Schear is entitled to payments thereunder through July 2019. See "Certain Relationships and Related Party Transactions—Mitchell N. Schear Consulting Agreement."

       The following table presents information regarding the compensation earned during 2018 by non-employee trustees who served on the Board during the year. W. Matthew Kelly and Robert A. Stewart are employees of the Company and do not receive any compensation for their service as

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members of the Board. The compensation paid to Mr. Kelly is presented below under "Executive Compensation" in the table titled "Summary Compensation Table" and the related explanatory tables.

Name   Fees Earned
in Cash(1)
  Share
Awards(2)
  Other   Total  

Scott A. Estes

  $ 130,000   $ 79,423  


$ 209,423  

Alan S. Forman(3)

  $ 120,000   $ 79,423       $ 199,423  

Michael J. Glosserman

  $ 100,000   $ 79,423   $ 90,379 (4) $ 269,802  

Charles E. Haldeman, Jr.

  $ 115,000   $ 79,423       $ 194,423  

Carol A. Melton

  $ 115,000   $ 79,423  


$ 194,423  

William J. Mulrow

  $ 115,000   $ 79,423       $ 194,423  

Steven Roth

  $ 100,000   $ 79,423  


$ 179,423  

Mitchell N. Schear

  $ 100,000   $ 79,423   $ 2,038,639 (5) $ 2,218,062  

Ellen Shuman

  $ 105,000   $ 79,423  


$ 184,423  

John F. Wood

  $ 105,000   $ 79,423       $ 184,423  

(1)
Represents the amount of the annual cash retainer earned by each independent trustee from January 1, 2018 through December 31, 2018.

(2)
Represents the annual equity grant of 2,577 LTIP Units to each non-employee trustee. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2018.

(3)
Alan S. Forman is an employee of Yale University, or Yale. Pursuant to an arrangement between Yale and Alan S. Forman, Yale University is entitled to receive, as of or prior to the time Mr. Forman ceases to serve as our trustee, all LTIP Units and other equity awards granted to Mr. Forman while employed by Yale. Pursuant to the arrangement, Mr. Forman receives trustee compensation (including trustee fees, equity awards and dividends) on behalf of, or as a nominee for, Yale.

(4)
Represents the salary of a dedicated administrative assistant and the value of the use of certain Company facilities, provided to Mr. Glosserman pursuant to a transition arrangement with the Company. For additional information regarding these payments, see "Certain Relationships and Related Person Transactions—Robert A. Stewart Employment Agreement".

(5)
Amount includes $2.0 million paid in 2018 pursuant to a consulting agreement between the Company and Mr. Schear and $5,635 representing the market value of the fees for parking, storage and utilities that were waived by the Company in 2018 for an apartment that Mr. Schear leased from the Company. For additional information regarding the consulting agreement see "Certain Relationships and Related Person Transactions—Mitchell N. Schear Consulting Agreement."

       The following table presents the number of outstanding Formation Units and LTIP Unit Awards held by each of our trustees other than Mr. Kelly and Mr. Stewart as of December 31, 2018. The awards represent the grant of 6,738 LTIP Units to each independent trustee in July 2017, the grant of 2,577 LTIP Units to each non-employee trustee in May 2018 and the grant of 175,202 and 144,204 Formation Units to Steven Roth and Michael J. Glosserman in July 2017, respectively. The non-employee trustees did not hold any other type of equity award of JBG SMITH as of December 31, 2018.

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Name Formation Unit
Awards
Outstanding as of
December 31, 2018
LTIP
Unit Awards
Outstanding as of
December 31, 2018

Scott A. Estes





9,315

Alan S. Forman

9,315

Michael J. Glosserman

144,204 2,577

Charles E. Haldeman, Jr.

9,315

Carol A. Melton





9,315

William J. Mulrow

9,315

Steven Roth

175,202 2,577

Mitchell N. Schear

2,577

Ellen Shuman





9,315

John F. Wood

9,315

Company Policies

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

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

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

       Our Insider Trading Policy prohibits our trustees and employees, including our named executive officers, from engaging in the following transactions: (i) trading in call or put options involving our securities and other derivative securities; (ii) engaging in short sales of our securities; (iii) holding our securities in a margin account; (iv) all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts; and (v) pledging our securities to secure margins or other loans, subject to limited exceptions.

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

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Corporate Governance and Nominating Committee will work with the Board to implement the necessary changes.

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

Communications with the Board

       The Chairman, or the Lead Trustee if the Chairman is an executive officer of the Company, will serve as the communication conduit for third parties who wish to communicate with the Board. Shareholders and other interested parties may communicate with the Board or specified individual trustees by sending written correspondence to the "Chairman" or "Lead Trustee" c/o the Chief Legal Officer of JBG SMITH Properties, 4445 Willard Avenue, Suite 400, Chevy Chase, MD 20815, who will then directly forward such correspondence to the Chairman or Lead Trustee, as applicable. The Chairman or Lead Trustee will decide what action should be taken with respect to the communication, including whether such communication should be reported to the full Board.

Compensation Committee Interlocks and Insider Participation

       No member of the Compensation Committee is or ever has been an officer or employee of the Company, and no member of the Compensation Committee had any relationships during 2018 requiring disclosure by us under the SEC's rules requiring disclosure of certain relationships and related-party transactions. No executive officer serves as a member of a board of trustees or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board or Compensation Committee. Accordingly, during 2018 there were no interlocks with other companies within the meaning of the SEC's proxy rules.

EXECUTIVE OFFICERS

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

Name   Position With the Company   Age as of the
Annual Meeting
 

W. Matthew Kelly

  Chief Executive Officer     46  

David P. Paul

  Chief Operating Officer     56  

Stephen W. Theriot

  Chief Financial Officer     59  

Kevin "Kai" Reynolds

  Chief Development Officer     49  

M. Moina Banerjee

  Executive Vice President, Head of Capital Markets     37  

Steven A. Museles

  Chief Legal Officer and Corporate Secretary     56  

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Biographies

       Please see "Proposal One: Election of Trustees — Nominees for Election as Trustees" for information regarding W. Matthew Kelly.

       David P. Paul.    Mr. Paul has served as our President and Chief Operating Officer since the formation transaction. Mr. Paul has over 25 years of experience in the commercial real estate industry and worked at JBG from September 2007 until the formation transaction, serving as a Managing Partner and member of JBG's Executive Committee, Management Committee and Investment Committee. Prior to joining JBG, Mr. Paul worked in commercial and retail real estate development and investment with several firms, including WP Commercial, Archon Group, a subsidiary of Goldman, Sachs & Co (NYSE: GS), Starwood Urban Investments, and Trammell Crow Company, and has been involved in both domestic and international real estate investment. He began his career with the consulting firm Bain & Company. He received his Bachelor of Arts from Vanderbilt University and Master of Business Administration from The Tuck School of Business at Dartmouth.

       Stephen W. Theriot.    Mr. Theriot has served as our Chief Financial Officer since the formation transaction. Mr. Theriot worked at Vornado from June 2013 until the formation transaction, serving as Chief Financial Officer from June 2013 to February 2017 and was responsible for Vornado's accounting, financial reporting and tax activities. From November 1987 to May 2013, Mr. Theriot worked at Deloitte & Touche LLP, where he was a Partner and most recently served as the leader of the Northeast Real Estate practice. Mr. Theriot graduated from the University of North Carolina at Chapel Hill with a Bachelor of Science degree in Business Administration.

       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 the formation transaction. Mr. Reynolds worked at JBG from May 2003 until the formation transaction, 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 and prior to that worked in corporate finance for JP Morgan in New York. 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.

       M. Moina Banerjee.    Ms. Banerjee has served as Executive Vice President, Head of Capital Markets since December 2018, prior to which she served as an Executive Vice President since the formation transaction. Ms. Banerjee worked at JBG from August 2008 until the formation transaction, serving as a Principal in the Investments group and on the Management Committee. Ms. Banerjee has over 15 years of real estate experience. Her responsibilities include overseeing capital markets, investor relations, financial planning & analysis, and hotel investment strategy. Ms. Banerjee also oversees portfolio management and investor relations for the JBG Legacy Funds. 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 Investment Banking Division in New York. 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.

       Steven A. Museles.    Mr. Museles has served as our Chief Legal Officer and Corporate Secretary since the formation transaction. Prior to joining JBG in March 2017, Mr. Museles served as Chief Legal Officer and Chief Compliance Officer of Alliance Partners (August 2013 – March 2017), 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 member of the Board of Directors (January 2010 – April 2014), 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 received his Bachelor of Arts from the University of Virginia and Juris Doctor from the Georgetown University Law Center.

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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 that we provide. 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 2018. Compensation decisions for our named executive officers are made by the Compensation Committee.

       For the year ended 2018, our named executive officers and their titles were as follows:

W. Matthew Kelly   Chief Executive Officer
David P. Paul   President and Chief Operating Officer
Stephen W. Theriot   Chief Financial Officer
Kevin "Kai" Reynolds   Chief Development Officer
M. Moina Banerjee   Executive Vice President, Head of Capital Markets

Executive Summary

       Our Compensation Committee administers our executive compensation programs.

       In 2018, we achieved several significant accomplishments, including:

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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

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elements—base salary, annual bonus incentives and long-term equity incentives, which may include stock options, restricted shares or partnership unit awards and performance-based equity awards. Other than the employment agreements and equity incentive plan, which are described below, we have not adopted any compensation policies, procedures or plans with respect to named executive officer compensation.

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

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

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

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

       Our Compensation Committee implemented a program governing incentive compensation payable to our named executive officers for 2018. This program comprised short-term cash and long-term equity-based incentives, and included performance metrics against which short-term incentive compensation was measured.

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

What we do   What we don't do

Significant portion of 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

Emphasis on equity-based compensation to provide long-term incentives

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

 

No guaranteed salary increases, cash incentive compensation or equity grants

Limited perquisites and supplemental benefits to our executive officers

No excise tax gross-up payments

No hedging or pledging of our securities by trustees and executive officers, including named executive officers

No single trigger change-in-control provisions

Advisory Vote on Executive Compensation

       The Company provides its shareholders annually with the opportunity to cast an advisory vote on executive compensation, and in 2018 approximately 95% of the shares voted were in support of the 2017 compensation of the named executive officers. The Compensation Committee viewed this advisory vote as an expression by the shareholders of their general satisfaction with the Company's executive compensation program. Consistent with the advisory vote of the shareholders at the 2018 Annual Meeting of Shareholders, the Company will hold advisory votes on executive compensation annually until the next say-on-frequency vote is conducted, which will be no later than 2024.

Role of the Compensation Committee and Management

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

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

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

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

marketplace compensation levels and practices; and

corporate governance and regulatory factors related to executive compensation.

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

Role of the Compensation Consultant

       For 2018, the Compensation Committee engaged the services of FPL Associates, L.P. ("FPL"), an executive compensation consultant, to provide advice and counsel in carrying out its duties. FPL provided the Compensation Committee with market data on executive pay practices and levels and provided recommendations regarding the structure of executive pay opportunities, equity-based incentives and the equity incentive plan.

       The Compensation Committee has the sole authority to approve the compensation consultant's fees and terms of its engagement. The Compensation Committee has reviewed its relationship with FPL to ensure that it believes that FPL is independent from management. This review process includes a review of the services FPL provides, the quality of those services, and fees associated with the services during the fiscal year, as well as consideration of the factors impacting independence that are set forth in NYSE rules.

Use of Comparative Market Data

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

       With assistance from FPL, the Compensation Committee undertook a comprehensive review of its 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 an active development pipeline. As a result of this peer group review and evaluation, while being mindful of best practices for selecting a peer set, the Compensation Committee determined to continue to use the peer group shown below.

       FPL noted in its peer group recommendation that the Company has two somewhat unique characteristics compared to the peers and 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 and (2) the Company manages a meaningful funds business which distinguishes it from most other public REITs.

       The peer group recommended by the compensation consultant and approved by the Compensation Committee consists of 14 public real estate companies. As of September 30, 2018, this peer group had total capitalization ranging from approximately $3.7 billion to $34 billion, with a median of

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approximately $7.5 billion. Our total capitalization at that time of approximately $7.2 billion ranked below the median. This peer group comprises the following companies:

Company Name   Property
Type
  Size   Washington
DC Presence
  Active
Developer
Boston Properties, Inc.   þ     þ   þ
Brandywine Realty Trust   þ   þ   þ    
Camden Property Trust   þ   þ   þ   þ
Columbia Property Trust, Inc.   þ   þ   þ    
Corporate Office Properties Trust   þ   þ   þ   þ
Cousins Properties Incorporated   þ   þ       þ
Douglas Emmett, Inc.   þ   þ     þ
Highwoods Properties, Inc.   þ   þ       þ
Hudson Pacific Properties, Inc.   þ   þ     þ
Kilroy Realty Corporation   þ   þ       þ
Mack-Cali Realty Corporation   þ   þ     þ
Paramount Group, Inc.   þ   þ   þ    
Vornado Realty Trust   þ       þ
Washington Real Estate Investment Trust   þ   þ   þ   þ

Changes in Executive Management

       At the time of the formation transaction in 2017, management expected that certain executives' roles would change once the integration of JBG and Vornado's Washington, DC business was completed in mid-2018. As a result, Brian Coulter, James Iker and Robert Stewart were determined to no longer be executive officers, and M. Moina Banerjee, upon the assumption of additional responsibilities and duties, has been determined to be an executive officer. Mr. Coulter has transitioned from his role as Co-Chief Development Officer to a role as Strategic Advisor, with Mr. Reynolds assuming full responsibility as Chief Development Officer. Mr. Iker continues his role of overseeing the wind down of the JBG Legacy Funds and serving as a voting member of our Investment Committee. Mr. Stewart, while no longer an executive officer, focuses on advising management, serves as a voting member of our Investment Committee and continues to serve as Vice Chairman of our Board of Trustees.

Elements of Executive Compensation Program

       The following is a summary of the elements of and amounts paid under our executive compensation programs for fiscal year 2018.

       Target Pay Mix.    We believe that the executive management team's compensation should be appropriately at-risk and meaningfully dependent upon the achievement of robust and objective performance requirements. As illustrated below, approximately 85% of the Chief Executive Officer's total direct 2018 compensation and 77.5% of the other named executive officers' total direct 2018 compensation is variable and subject to Company and individual performance results. The share of long-term incentive awards significantly increased this year compared to 2017 because of the special

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one-time Amazon equity award, which we do not expect to occur in 2019. See "— Special Amazon Equity Award" below.

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       Annual Base Salary.    Our named executive officers' base salaries represent a fixed level of compensation that is meant to reward them fairly for their value to the Company based on their respective roles and responsibilities. Our named executive officers' base salaries were negotiated as a part of their employment agreements, each of which provides that the officer's annual base salary will be reviewed not less frequently than annually by the Compensation Committee. Pursuant to the employment agreements, the base salary cannot be decreased below the base salary set forth in the table below. When establishing and reviewing base salaries, our Compensation Committee considers each executive's role and responsibility, experience, knowledge, unique skills and future potential with our Company, as well as salary levels for similar positions in our target market and internal pay equity. For 2019, other than Mr. Reynolds, our named executive officers' salaries remained unchanged. Mr. Reynolds' salary was increased to reflect his additional duties and responsibilities following his promotion from Co-Chief Development Officer to sole Chief Development Officer. Our named executive officers' annual base salaries for 2018 and 2019 are set forth in the table below.

Name
  2019
Base Salary

  2018
Base Salary

  Percent
Change

 

W. Matthew Kelly

  $ 750,000   $ 750,000   0 %

David P. Paul

  $ 625,000   $ 625,000     0 %

Stephen W. Theriot

  $ 550,000   $ 550,000   0 %

Kevin "Kai" Reynolds

  $ 500,000   $ 400,000     25 %

M. Moina Banerjee

  $ 375,000   $ 375,000   0 %

       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, except Ms. Banerjee, has a defined annual target bonus of 100% of his respective base salary. Ms. Banerjee's annual target cash bonus is the greater of 100% of her base salary or $425,000. Additionally, our executives have the option to elect to receive all or a portion of their cash bonuses payable in LTIP Units. As indicated in the charts below, Messrs. Kelly, Paul and Theriot each participated in this option, electing to receive 100%, 100% and 50%, respectively, of their 2018 cash bonuses in the form of fully vested LTIP Units. Although fully vested at grant, pursuant to the partnership agreement, LTIP Units are not redeemable for common shares until two years after the date of grant.

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2018 Actual Executive Pay Mix Before and After Cash Bonus Equity Election

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       Our Compensation Committee strives to make compensation decisions that reward management for executing our strategy for 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 Committee believes is appropriate to support our continued success. We focus on key drivers of value creation such as capital allocation, development activity, leasing, Core Funds From Operations (FFO), Property-level Net Operating Income (NOI) and balance sheet management.

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

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

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

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

       The target bonus for each of Messrs. Kelly, Paul, Theriot and Reynolds and 108% of Ms. Banerjee's target bonus were approved as his or her actual bonus by the Compensation Committee based on 2018 performance. In determining 2018 bonus amounts, the Compensation Committee focused primarily on the performance metrics established by the Committee at the beginning of 2018 and described below, all of which were met or exceeded, as well as the Company's achievement of the accomplishments set forth under "Executive Summary — 2018 Business Performance Highlights" above.

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       The table below summarizes the Company's 2018 performance against each of the target performance goals established by the Compensation Committee, as well as the significance of each performance goal for purposes of determining executive compensation:

  Corporate Goal #1: Capital Allocation/Dispositions
  Target
2018 Result
Goal Achievement
  $700M   $875M   Exceeded

Why is this goal important? Recycling capital from asset sales and recapitalizations allows us to efficiently access capital to deleverage and create balance sheet capacity for future investment opportunities.

Performance:    The Company exceeded its goal for asset sales and recapitalizations by approximately $175 million or approximately 25%.

  Corporate Goal #2: Development Deliveries
  Target
2018 Result
Goal Achievement
  2 Deliveries   3 Deliveries   Exceeded

Why is this goal important? Development deliveries drive substantial value creation in our portfolio, and measure our ability to execute on our development pipeline both on time and within budget.

Performance:    During 2018, the Company delivered three of its under construction assets ahead of schedule and below budget. Also, as of December 31, 2018, the Company's remaining under construction assets were on schedule and on budget.

  Corporate Goal #3: Commercial Leasing Activity
  Target
2018 Result
Goal Achievement
  1.3M Square Feet   1.76M Square Feet   Exceeded

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

Performance:    The Company leased approximately 1.76 million square feet, which exceeded its goal for commercial leasing activity by approximately 35%.

  Corporate Goal #4: Average Annual Residential Occupancy Levels
  Target
2018 Result
Goal Achievement
  90.4%   92.0%   Exceeded

Why is this goal important? Our ability to achieve stabilized occupancy levels in our multifamily portfolio is a key measure of market demand and the ability of our dedicated in-house leasing teams to both effectively attract new tenants and retain existing tenants.

Performance:    The Company achieved average residential occupancy levels of approximately 92%, which exceeded its goal by 1.6%.

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  Corporate Goal #5: Core Funds from Operations(Core FFO)(1)
(adjusted for portfolio composition changes)
  Target
2018 Result
Goal Achievement
  $211M   $240M   Exceeded

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

Performance:    The Company achieved Core FFO of approximately $240 million, which exceeded its goal by approximately 13.7%.

  Corporate Goal #6: Net Operating Income (NOI)(2)
(adjusted for disposition activity)

 

Target



2018 Result



Goal Achievement
  $363M   $366M   Exceeded

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

Performance:    The Company exceeded its goal of approximately $363 million for property-level net operating income.

  Corporate Goal #7: G&A Expense Management
  Target
2018 Result
Goal Achievement
  $35M   $35M   Met

Why is this goal important? Our goal was to successfully integrate our predecessor companies, preserve our dynamic, collaborative corporate culture and achieve significant operational synergies.

Performance:    The Company achieved 100% of the expected $35 million of formation transaction synergies.

  Corporate Goal #8: Balance Sheet Management
  Target
2018 Result
Goal Achievement
  Manage Balance Sheet Effectively   Balance Sheet Managed Effectively   Met

Why is this goal important? Maintaining prudent leverage, a well-laddered debt maturity profile and sufficient liquidity provides capacity for future investment opportunities.

Performance:    The Company maintained appropriate ratios of net debt/adjusted EBITDA, net debt/total enterprise value and fixed-rate debt as a percentage of total debt.

  Corporate Goal #9: Accounting and IT Systems Management
  Target
2018 Result
Goal Achievement
  Full Transition and Consolidation   Full Transition and Consolidation   Met

Why is this goal important? The successful transition and integration of all accounting and technology data and processes from initially separate accounting and technology platforms to the Company's systems is a key operational efficiency driver.

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Performance:    The Company successfully transferred the accounting for all legacy Vornado assets from Vornado to the Company and completed the conversion of the related data and business processes from Vornado's technology platform to the Company's systems.


(1)
Funds From Operations (FFO) is a non-GAAP financial measure computed in accordance with the definition established by NAREIT in the NAREIT FFO White Paper — 2018 Restatement issued in 2018. NAREIT defines FFO as "net income (computed in accordance with GAAP), excluding gains (or losses) from sales of, or impairment charges related to, operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures." Core FFO represents FFO adjusted to exclude items (net of tax) which we believe are not representative of ongoing operating results, such as transaction and other costs, gains (or losses) on extinguishment of debt, gain on the bargain purchase of a business, gain on sale of non-operating real estate, distributions in excess of our net investment in consolidated real estate ventures, share-based compensation expense related to the formation transaction and special equity awards, amortization of the management contracts intangible and the mark-to-market of interest rate swaps.

(2)
NOI is a non-GAAP financial measure we use to measure the operating performance of our assets and consists of property-related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and amortization of acquired above-market leases and below-market ground lease intangibles.

       Equity Incentive Compensation.    We provide equity awards pursuant to the JBG SMITH 2017 Omnibus Share Plan (the "2017 Plan"), which serve as the long-term incentive element of our target pay mix for our executive compensation. The 2017 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.

       On February 2, 2018 each named executive officer received an award of LTIP Units with time-based vesting requirements (the "Time-Based LTIP Units") under the 2017 Plan and the partnership agreement. The Time-Based LTIP Units vest in four equal annual installments beginning on January 1, 2019, subject to continued employment. On February 2, 2018, we also granted LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") to each named executive officer under the 2017 Plan and the partnership agreement. Performance-Based LTIP Units are subject to performance-based vesting and vest based on the relative performance of the TSR of our common shares compared to the companies in the FTSE NAREIT Equity Office Index ("Peer Companies"), over the three-year performance period beginning on January 31, 2018, inclusive of dividends and stock price appreciation. 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

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stock splits and certain other events that occur during the performance period. Once the Compensation Committee determines the number of Performance-Based LTIP Units that become earned following the end of the three-year performance period, 50% of any Performance-Based LTIP Units that are earned vest on the date the number of Performance-Based LTIP Units that become earned is determined and the remaining 50% on January 30, 2022, subject to continued employment.

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       The percentage of Performance-Based LTIP Units that may be earned based on the relative TSR of JBG SMITH compared to the Peer Companies over the three-year performance period is set forth in the table below. The Performance-Based LTIP Unit award will be forfeited in its entirety if the relative performance is below the 35th percentile of Peer Companies. If JBG SMITH's three-year TSR is negative for the performance period, then 50% of the Performance-Based LTIP Units that otherwise would have been earned based on relative TSR may be earned if JBG SMITH's TSR becomes positive within seven years following the end of the three-year performance period (with the other 50% being forfeited at the end of the three-year performance period).

 
  Relative TSR
Hurdles
(Percentile)
  Payout
Percentage

Threshold

  35%   25%

Target

 
55%
 
50%

Maximum

 
75%

 

100%

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       The table below provides information on the 2018 annual equity grants made to each of our named executive officers.

 
  LTIP Units  
Name   #(1)   Value(2)  

W. Matthew Kelly

  144,789   $ 3,197,885  

David P. Paul

    82,737   $ 1,827,376  

Stephen W. Theriot

  41,368   $ 913,672  

Kevin "Kai" Reynolds

    39,299   $ 867,977  

M. Moina Banerjee

  28,957   $ 639,552  

       Special Amazon Equity Award.    In September 2017, Amazon announced its search for a second headquarters location in the United States (HQ2). 238 U.S jurisdictions submitted proposals competing to be selected by Amazon for its HQ2. JBG SMITH partnered with the Commonwealth of Virginia, Arlington County and the City of Alexandria in submitting a proposal for National Landing to be the location of HQ2. In November 2018, Amazon announced that it had selected JBG SMITH's assets in National Landing for a second headquarters, subject to negotiation of definitive documentation. This resulted in a proposed transaction with Amazon to:

Lease approximately 537,000 square feet, expected to generate a combined net effective rent of approximately $35 per square foot versus an average net effective rent of leases executed within our National Landing portfolio over the five quarters ending on September 30, 2018 of $34.20 per square foot;

Purchase land from the Company for $294 million producing net asset value accretion of over $1.00 per share; and

Engage the Company as its developer, property manager and retail leasing broker resulting in fees expected to more than offset the declining revenues from the JBG Legacy Funds.

       This transaction, combined with substantial expected investments from Amazon, state and local governments and Virginia Tech and George Mason University, is expected to have a positive impact on the Company's portfolio through accelerated market stabilization and submarket repositioning which we anticipate will increase occupancy in our properties. Further, the expected increase in jobs both from Amazon and others is expected to drive substantial increases in future demand for commercial and residential space in our market.

       Given the increase in Company value expected from this transaction, the Compensation Committee determined in November 2018 that the Company's executives deserved substantial bonuses for their efforts in bringing Amazon to the Company's properties, and approved a special one-time equity award for each named executive officer. In determining the amount of this special equity award, the Committee considered the time and effort expended by each named executive officer during the 14-month pursuit and the economic benefit that is expected to accrue to the Company from Amazon. Given the direct and indirect efforts of all Company employees in the Amazon transaction, the Committee approved a special bonus pool not only for the named executive officers, but also for substantially all other employees of the Company. These employees received either a special equity or

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special cash bonus at approximately the same time as the named executive officers received their special equity award. The special equity award for executive officers comprised 50% time-based LTIP Units that vest 50% on each of the fourth and fifth anniversaries of the grant date and 50% performance-based LTIP Units (with the same TSR performance conditions as our annual award of performance-based LTIP Units) with the performance-based LTIP Units that are earned vesting 50% on November 1, 2022 and 50% on November 1, 2023. The Committee created longer vesting periods for this award than the standard annual awards in light of the long-term nature of Amazon's commitment to its second headquarters. At the grant date, vesting was conditioned on Amazon entering into definitive lease or asset purchase documentation with the Company.

GRAPHIC

       The table below shows each named executive officer's 2018 salary, cash bonus and equity compensation with and without the special, one-time Amazon equity award. See "Compensation of Executive Officers — Summary Compensation Table" below for a summary of all compensation earned in 2018.

Name   Total Cash
Compensation ($)(1)
  2018 Annual
Equity Grant
Fair Value ($)
  Total Compensation
(excluding Special
Amazon Equity
Award) ($)
  Special Amazon
Award Fair
Value ($)
  Total Compensation
(including Special
Amazon Equity
Award) ($)
 

W. Matthew Kelly

  1,500,000   3,197,885   4,697,885   6,618,797   11,316,682  

David P. Paul

    1,250,000     1,827,376     3,077,376     1,728,615     4,805,991  

Stephen W. Theriot

  1,100,000   913,672   2,013,672   960,321   2,973,993  

Kevin "Kai" Reynolds

    800,000     867,977     1,667,977     1,839,367     3,507,344  

M. Moina Banerjee

  835,000   639,552   1,474,552   1,051,049   2,525,601  

(1)
Our executives have the option to elect to receive all or a portion of their cash bonuses payable in LTIP Units. As described in the section titled "Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Cash Bonus" Messrs. Kelly, Paul and Theriot each participated in this option, electing to receive 100%, 100% and 50%, respectively, of their 2018 cash bonuses in the form of fully vested LTIP Units.

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Other Benefits and Policies

       Retirement Savings Opportunities.    Our named executive officers are eligible to participate in a defined contribution retirement savings plan established pursuant to Section 401(k) of the Internal Revenue Code of 1986 (the "Code") that is available to all our employees. We do not offer defined benefit pension or supplemental executive retirement plans to any of our employees.

       Perquisites and Supplemental Benefits.    In addition to allowing participation in our 401(k) plan described above, we offer our executives participation in health and other insurance policies that are available to all of our employees. In certain cases, we may provide reimbursement for relocation expenses. Consistent with our culture of fairness and transparency, we believe that that our executives generally should not be entitled to perquisites and supplemental benefits that are not available to all employees of the Company.

       Clawback Policy.    The Board has adopted our Incentive Compensation Recoupment Policy that generally provides that the Company may seek to recover certain performance-based compensation paid to an executive if the executive officer engaged in fraud or intentional misconduct which materially contributed to a restatement of the Company's financial results. See "Corporate Governance and Board Matters — Company Policies — Clawback Policy."

Employment Agreements

       We have entered into employment agreements with Messrs. Kelly, Paul, Theriot, Reynolds and Ms. Banerjee. These agreements protect our executives by providing:

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

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

       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 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.

Tax and Accounting Considerations

       Code Section 162(m).    Generally, Section 162(m) of the Code ("Section 162(m)"), as amended by H.R. 1, colloquially known as the Tax Cuts and Jobs Act, disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year to its chief executive officer, its chief financial officer and each of its three other most highly compensated executive officers. The IRS has previously issued private letter rulings holding that Section 162(m) does not apply to compensation paid to employees of a real estate investment trust's operating partnership under certain circumstances. We have therefore determined that compensation paid to the Company's executive officers by our operating partnership or a subsidiary of our operating partnership for services to our operating partnership should not be subject to this limit.

       Code Section 409A.    Section 409A of the Code ("Section 409A"), requires that "nonqualified deferred compensation" be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service

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providers, including our executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.

       Accounting for Share-Based Compensation.    We follow FASB Accounting Standards Codification Topic 718 ("ASC Topic 718"), for our share-based compensation awards. ASC Topic 718 requires companies to calculate the grant date "fair value" of their share-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of share options, restricted shares, restricted share units and other equity-based awards under our equity incentive award plans will be accounted for under ASC Topic 718. Our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

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COMPENSATION COMMITTEE REPORT

       The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the Securities and Exchange Commission.

    Respectfully submitted,

 

 

The Compensation Committee

 

 

CAROL MELTON (Chair)
SCOTT ESTES
ALAN FORMAN
WILLIAM MULROW

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COMPENSATION OF EXECUTIVE OFFICERS

       The following tables set forth certain compensation information for each of our named executive officers for the years in which they were deemed to be named executive officers. Our named executive officers are: W. Matthew Kelly, our Chief Executive Officer, David P. Paul, our Chief Operating Officer, Stephen W. Theriot, our Chief Financial Officer, Kevin "Kai" Reynolds, our Chief Development Officer, and M. Moina Banerjee, our Executive Vice President, Head of Capital Markets.

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, 2018 and 2017 commencing with the completion of the formation transaction on July 18, 2017.

Name and Principal
Position
  Year   Salary(1)   Bonus(2)   Share Awards(3)   Option Awards(4)   All Other
Compensation(5)
  Total(6)  
W. Matthew Kelly   2018   $ 750,000   $ 750,000   $ 9,816,682   $   $ 8,250   $ 11,324,932  

Chief Executive Officer

  2017   $ 343,151   $ 750,000   $ 3,157,759   $ 1,763,226   $ 3,375   $ 6,017,511  
David P. Paul     2018   $ 625,000   $ 625,000   $ 3,555,991   $   $ 8,250   $ 4,814,241  

Chief Operating Officer

    2017   $ 285,959   $ 625,000   $ 1,804,421   $ 1,489,212   $ 3,375   $ 4,207,967  
Stephen W. Theriot   2018   $ 550,000   $ 550,000   $ 1,873,993   $   $ 91,485   $ 3,065,478  

Chief Financial Officer

  2017   $ 251,644   $ 550,000   $ 902,202   $ 953,093   $ 59,849   $ 2,716,788  
Kevin "Kai" Reynolds     2018   $ 400,000   $ 400,000   $ 2,707,344   $   $ 8,250   $ 3,515,594  

Chief Development Officer

                                           
M. Moina Banerjee   2018   $ 375,000   $ 460,000   $ 1,690,601   $   $ 8,250   $ 2,533,851  

EVP, Head of Capital Markets

                             

(1)
Amounts for 2017 represent salary earned in 2017, commencing with the completion of the formation transaction on July 18, 2017.

(2)
Amounts reflect cash bonuses for services rendered in each of 2018 and 2017. For a discussion of how the 2018 bonuses were determined, see "Compensation Discussion and Analysis — Elements of Executive Compensation Program — Annual Cash Bonus" above. Messrs. Kelly and Paul each elected to receive the entirety of their 2018 bonus in the form of LTIP Units, and Mr. Theriot elected to receive 50% of his 2018 bonus in cash and 50% in the form of LTIP Units. The following LTIP Units were awarded on January 10, 2019: Mr. Kelly — 21,923 LTIP Units; Mr. Paul — 18,269 LTIP Units; and Mr. Theriot — 8,038 LTIP Units. These LTIP Units were fully vested as of the date of grant. 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 of an LTIP Unit on January 10, 2019.

(3)
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 2018 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in February 2018, (2) Performance-Based LTIP Units granted in February 2018, (3) Time-Based LTIP Units granted in November 2018, the vesting of which was conditioned at the time of grant on certain definitive documentation with Amazon, and (4) Performance-Based LTIP Units granted in November 2018, the vesting of which was conditioned at the time of grant on certain definitive documentation with Amazon, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 13 to our consolidated financial statements for the year ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2018. Amounts for 2017 reflect the aggregate grant date fair value of (1) Time-Based LTIP Units granted in August 2017 and (2) Performance-Based LTIP Units granted in August 2017, each calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 12 to our consolidated financial statements for the year ended

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(4)
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 2017 reflect the aggregate grant date fair value of Formation Units granted in July 2017, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 12 to our consolidated financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K for the year ended December 31, 2017. For further detail and discussion of each of these awards, see "— Grants of Plan-Based Awards in 2018" and "Compensation Discussion and Analysis — Elements of Executive Compensation Program — Equity Incentive Compensation" above.

(5)
Amounts for 2018 consist of the value of our 401(k) plan match and, with respect to Mr. Theriot only, reimbursement of commuting and housing expenses of $55,463 and a related tax gross up payment of $27,772 on that amount. Amounts for 2017 consist of the value of our 401(k) plan match for all named executive officers except Stephen W. Theriot. For Mr. Theriot, the amount for 2017 includes reimbursement of commuting and housing expenses of $38,221 incurred by him in the course of his relocation to the Washington, D.C. area, and a related tax gross up payment of $21,628 on that amount.

(6)
Amounts for 2017 do not include OP Units (as defined below) that the named executive officers received as consideration for their equity interest in the assets contributed by JBG in the formation transaction.

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Grants of Plan-Based Awards in 2018

       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, 2018, including the special one-time Amazon equity award granted on November 12, 2018.

 
   
   
  Estimated Future Payouts
Under Equity Incentive Plan
Awards(1)
   
   
 
 
   
   
  All Other
Stock
Awards
Number of
Units (#)
   
 
Name   Grant
Date
  Award Type   Threshold
Units
(#)
  Target
Units
(#)
  Maximum
Units
(#)
  Grant Date
Fair Value of
Awards ($)(2)
 

W. Matthew Kelly

  2/2/2018   Time-based LTIP Unit         50,954 (3) 1,598,937  

  2/2/2018   Performance-Based LTIP Unit   23,459   46,918   93,835     1,598,948  

  11/12/2018   Time-based LTIP Unit         88,492 (4) 3,260,045  

  11/12/2018   Performance-Based LTIP Unit   37,807   75,614   151,227     3,358,752  

David P. Paul

    2/2/2018   Time-based LTIP Unit                 29,117 (3)   913,691  

    2/2/2018   Performance-Based LTIP Unit     13,405     26,810     53,620         913,685  

    11/12/2018   Time-based LTIP Unit                 23,111 (4)   851,409  

    11/12/2018   Performance-Based LTIP Unit     9,874     19,748     39,496         877,206  

Stephen W. Theriot

  2/2/2018   Time-based LTIP Unit         14,558 (3) 456,830  

  2/2/2018   Performance-Based LTIP Unit   6,703   13,405   26,810     456,842  

  11/12/2018   Time-based LTIP Unit         12,839 (4) 472,989  

  11/12/2018   Performance-Based LTIP Unit   5,486   10,971   21,942     487,332  

Kevin "Kai" Reynolds

    2/2/2018   Time-based LTIP Unit                 13,830 (3)   433,985  

    2/2/2018   Performance-Based LTIP Unit     6,367     12,735     25,469         433,992  

    11/12/2018   Time-based LTIP Unit                 24,592 (4)   905,969  

    11/12/2018   Performance-Based LTIP Unit     10,507     21,013     42,026         933,397  

M. Moina Banerjee

  2/2/2018   Time-based LTIP Unit         10,190 (3) 319,762  

  2/2/2018   Performance-Based LTIP Unit   4,692   9,384   18,767     319,790  

  11/12/2018   Time-based LTIP Unit         14,052 (4) 517,676  

  11/12/2018   Performance-Based LTIP Unit   6,004   12,008   24,015     533,373  

(1)
Represents threshold (25%), target (50%) and maximum (100%) number of Performance-Based LTIP Units that may be earned under the Performance-Based LTIP Unit Awards granted in February 2018 and November 2018. In the case of the Performance-Based LTIP Units granted in February 2018, the number of Performance-Based LTIP Units earned will not be known until February 2021, as it is based upon the achievement of relative TSR goals measured over the performance period from January 31, 2018 through January 30, 2021. In the case of the Performance-Based LTIP Units granted in November 2018, the number of Performance-Based LTIP Units earned will not be known until November 2021, as it is based upon the achievement of relative TSR goals measured over the performance period from November 2, 2018 through November 1, 2021. In the case of the Performance-Based LTIP Units granted in February 2018, any Performance-Based LTIPs Units earned will vest 50% on the date the number of Performance-Based LTIP Units that become earned is determined and 50% on the fourth anniversary of the date of grant, subject to continued employment with us. In the case of the Performance-Based LTIP Units granted in November 2018, any Performance-Based LTIPs Units earned will vest 50% on November 1, 2022 and 50% on November 1, 2023, subject to continued employment with us.

(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 2018 based on the maximum number of units that may be earned. For additional information on our

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(3)
Represents the number of Time-Based LTIP Units awarded in February 2018, which vest in four equal annual installments beginning on January 1, 2019, subject to continued employment through the applicable vesting date.

(4)
Represents the number of Time-Based LTIP Units awarded in November 2018, which vest 50% on November 12, 2022 and 50% on November 12, 2023, conditioned on Amazon entering into definitive lease or asset purchase documentation with the Company prior to November 12, 2022.

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

       We have entered into employment agreements with Messrs. Kelly, Paul, Theriot, Reynolds and Ms. Banerjee. The material terms of their employment agreements are described below.

       Term. The initial term of each employment expires on July 18, 2020, subject to automatic one-year renewals, unless 180 days' prior written notice of non-renewal is provided by either party or the executive officer is earlier terminated or resigns.

       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 his or her 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.

       2017 Equity Grants. Pursuant to their employment agreements, each of Messrs. Kelly, Paul, Theriot and Reynolds received an equity grant under the 2017 Plan and the partnership agreement, in the form of Time-Based LTIP Units and Performance-Based LTIP Units, in connection with the formation transaction. The amount and terms of grants after this award are subject to the sole discretion of the Compensation Committee.

       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), he or she 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.

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       Restrictive Covenants. Each executive officer is subject to a perpetual non-disclosure covenant, a non-competition covenant through the later of July 18, 2020 and 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 later of July 18, 2020 and the second anniversary of the date the executive officer's employment terminates for any reason.

       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 will 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 the Book-Up Target of which has not been reduced to zero.

       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.

       Under the 2017 Plan, participants may earn awards in the form of Performance-Based LTIP Units based on the achievement of certain financial goals, which may include absolute TSR and TSR relative to our peer group over a specified measurement period, or other performance metrics.

       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

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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, meaning that, under current law, no income will be recognized by the recipient upon grant or vesting, and we will not be entitled to any deduction. 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 will be taxed as long-term capital gain.

       "Formation Units" are a class of partnership interests in the partnership that were generally granted to certain individuals in connection with the formation transaction under the partnership agreement and the 2017 Plan. Formation Units 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 to be equal to 100% of the then-fair market value of a common share.

       The Formation Units vest 25% on each of the third and fourth anniversaries, and 50% on the fifth anniversary, of the formation transaction, subject to continued employment. The value of vested Formation 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 Formation 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 Formation 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, Formation 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 Formation Units are outstanding partnership interests, until conversion to vested LTIP Units, holders of Formation Units will receive special allocations of liquidating gains and liquidating losses as provided under the partnership agreement. Holders of Formation 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 Formation Units from other sources. However, upon conversion of Formation 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 Formation Units through the date of such conversion, or such other fraction as specified in the applicable award agreement. Upon conversion of Formation 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 Formation Unit in such taxable year to (ii) the total amount distributed to that Formation Unit 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 Formation Units should receive distributions that equal or exceed the amount of any allocations of taxable income they have been allocated.

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       If Formation Units are held for more than three years from the date of grant of the Formation Units before being transferred, any gain (assuming the applicable tax elections are made by the grantee) realized by the recipient upon disposition will be taxed as long-term capital gain.

Outstanding Equity Awards at Fiscal Year-End December 31, 2018

       The following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2018.

Name   Award Type   Grant
Date
  Number of
Securities
Underlying
Options
Exercisable/
Units
Convertible
  Number of
Securities
Underlying
Options
Not
Exercisable/
Units Not
Convertible(1)
  Option
Expiration
Date
  Option
Exercise
Price ($)
  Number of
Shares or
Units
That
Have Not
Vested (#)
  Market
Value of
Shares or
Units that
Have Not
Vested ($)(2)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested (#)
  Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested ($)(3)
 
W. Matthew Kelly   Formation Unit   7/18/2017  


199,460   7/18/2027   37.10  








 
  Time-Based LTIP Unit   8/1/2017  











36,096 (4) 1,256,502  


 
  Performance-Based LTIP Unit   8/1/2017  

















96,259 (7) 3,350,776  
  Time-Based LTIP Unit   2/2/2018  











50,954 (5) 1,773,709  


 
  Performance-Based LTIP Unit   2/2/2018  

















93,835 (8) 3,266,396  
  Time-Based LTIP Unit   11/12/2018  











88,492 (6) 3,080,407  


 
  Performance-Based LTIP Unit   11/12/2018  

















151,227 (9) 5,264,212  
David P. Paul   Formation Unit     7/18/2017         168,463     7/18/2027     37.10                  
    Time-Based LTIP Unit     8/1/2017                     20,625 (4)   717,956          
    Performance-Based LTIP Unit     8/1/2017                             55,005 (7)   1,914,724  
    Time-Based LTIP Unit     2/2/2018                     29,117 (5)   1,013,563          
    Performance-Based LTIP Unit     2/2/2018                             53,620 (8)   1,866,512  
    Time-Based LTIP Unit     11/12/2018                     23,111 (6)   804,494          
    Performance-Based LTIP Unit     11/12/2018                             39,496 (9)   1,374,856  
Stephen W. Theriot   Formation Unit   7/18/2017  


107,816   7/18/2027   37.10  








 
  Time-Based LTIP Unit   8/1/2017  











10,311 (4) 358,926  


 
  Performance-Based LTIP Unit   8/1/2017  

















27,502 (7) 957,345  
  Time-Based LTIP Unit   2/2/2018  











14,558 (5) 506,764  


 
  Performance-Based LTIP Unit   2/2/2018  

















26,810 (8) 933,256  
  Time-Based LTIP Unit   11/12/2018  











12,839 (6) 446,926  


 
  Performance-Based LTIP Unit   11/12/2018  

















21,942 (9) 763,801  

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Name   Award Type   Grant
Date
  Number of
Securities
Underlying
Options
Exercisable/
Units
Convertible
  Number of
Securities
Underlying
Options
Not
Exercisable/
Units Not
Convertible(1)
  Option
Expiration
Date
  Option
Exercise
Price ($)
  Number of
Shares or
Units
That
Have Not
Vested (#)
  Market
Value of
Shares or
Units that
Have Not
Vested ($)(2)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested (#)
  Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested ($)(3)
 
Kevin "Kai" Reynolds   Formation Unit     7/18/2017         107,816     7/18/2027     37.10                  
    Time-Based LTIP Unit     8/1/2017                     9,282 (4)   323,106          
    Performance-Based LTIP Unit     8/1/2017                             24,752 (7)   861,617  
    Time-Based LTIP Unit     2/2/2018                     13,830 (5)   481,422          
    Performance-Based LTIP Unit     2/2/2018                             25,469 (8)   886,576  
    Time-Based LTIP Unit     11/12/2018                     24,592 (6)   856,048          
    Performance-Based LTIP Unit     11/12/2018                             42,026 (9)   1,462,925  
M. Moina Banerjee   Formation Unit   7/18/2017  


70,174   7/18/2027   37.10  








 
  Time-Based LTIP Unit   8/1/2017  











6,291 (4) 218,990  


 
  Performance-Based LTIP Unit   8/1/2017  

















16,776 (7) 583,973  
  Time-Based LTIP Unit   2/2/2018  











10,190 (5) 354,714  


 
  Performance-Based LTIP Unit   2/2/2018  

















18,767 (8) 653,279  
  Time-Based LTIP Unit   11/12/2018  











14,052 (6) 489,150  


 
  Performance-Based LTIP Unit   11/12/2018  

















24,015 (9) 835,962  

(1)
Represents the number of one time "appreciation only" equity based awards designated as "Formation Units," under the partnership agreement and the 2017 Plan awarded in July 2017, which vest 25% on each of the third and fourth anniversaries, and 50% on the fifth anniversary, of the date of grant.

(2)
The values under this column are calculated based on the closing price of our common shares of $34.81 as of December 31, 2018.

(3)
The awards under this column entitled "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested" are awards of Performance-Based LTIP Units. Performance-Based LTIP Units awarded in 2017 and 2018 do not have any value unless specified performance criteria are met and specified criteria for converting and/or redeeming the Performance-Based LTIP Units for Shares are also met. As of December 31, 2018, these criteria had not been met (as the relevant performance period has not yet ended). In accordance with applicable SEC rules, the values presented in the table for these Performance-Based LTIP Units are calculated based on our year-end share price as if the maximum performance, converting and redemption conditions for these units had been met as of that date.

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(4)
Represents the number of Time-Based LTIP Units awarded on August 1, 2017, which vest 25% on each of the first four anniversaries of the date of grant, subject to continued service through each applicable vesting date.

(5)
Represents the number of Time-Based LTIP Units awarded on February 2, 2018, which vest 25% on each of the first four anniversaries of the date of grant.

(6)
Represents the number of Time-Based LTIP Units awarded on November 12, 2018, which vest 50% on November 12, 2022 and 50% on November 12, 2023, conditioned on Amazon entering into definitive lease or asset purchase documentation with the Company prior to November 12, 2022.

(7)
Represents the number of Performance-Based LTIP Units awarded on August 1, 2017, which vest 50% upon Compensation Committee determination of the amount of Performance-Based LTIP Units earned for the three-year performance period and 50% on the fourth anniversary of the date of grant, subject to achievement of performance goals and continued employment.

(8)
Represents the number of Performance-Based LTIP Units awarded on February 2, 2018, which vest 50% upon Compensation Committee determination of the amount of Performance-Based LTIP Units earned for the three-year performance period and 50% on the fourth anniversary of the date of grant, subject to achievement of performance goals and continued employment.

(9)
Represents the number of Performance-Based LTIP Units awarded on November 12, 2018, which, subject to Compensation Committee determination of the amount of Performance-Based LTIP Units earned for the three-year performance period, vest 50% on November 1, 2022 and 50% on November 1, 2023, subject to achievement of performance goals and continued employment. Eligibility to vest under these awards was conditioned on Amazon entering into definitive lease or asset purchase documentation with the Company prior to November 12, 2022.

2018 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, 2018. The Company has no outstanding options. There were no option exercises in fiscal 2018 and the amount shown under "stock awards" represents the vesting of Time-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.

 
  Option Awards   LTIP Awards  
Name   Number of
Shares Acquired
on Exercise
(#)
  Value Realized
on Exercise
($)
  Number of
Shares Acquired
on Vesting
(#)
  Value Realized
on Vesting
($)
 

W. Matthew Kelly

 





12,033   442,935  

David P. Paul

            6,877     253,142  

Stephen W. Theriot

 





3,440   126,626  

Kevin "Kai" Reynolds

            3,094     113,890  

M. Moina Banerjee

 





2,097   77,191  

Employee Retirement Plan

       We do not provide a retirement plan other than a 401(k) plan.

Deferred Compensation

       We do not provide any deferred compensation programs.

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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.

       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 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.

       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.

       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.

       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 outstanding unvested portion of the Formation Units the named executive officer received in connection with the formation transaction (the "Initial Formation Award") and 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. In addition, any vested stock options held by the terminated named executive officer will remain exercisable for 60 days following termination (or, if earlier, for the remainder of the term of the option) and any vested and unconverted portion of the named executive officer's profits interests will remain convertible.

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       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 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 (including the named executive officer's Initial Formation Award) will vest. In addition, any vested options held by the terminated named executive officer will remain exercisable for 60 days following termination (or, if earlier, for the remainder of the term of the option) and any vested and unconverted portion of the named executive officer's profits interests will remain convertible.

       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.

       "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:

         (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;

        (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

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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;

       (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, 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 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

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

       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.

       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 any outstanding unvested portion of the Initial Formation Award, (ii) 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, (iii) vesting of all outstanding unvested LTIP Units, (iv) a pro rata bonus for the year of termination, determined based on actual performance, 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. 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.

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       The 2017 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 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 2017 Plan, the term "change in control" has the same meaning assigned to such term in the employment agreements.

       Our named executive officers received consideration consisting of OP Units in connection with the formation transaction for their ownership interests in the JBG management company that was contributed to us. These OP Units were issued pursuant to Unit Issuance Agreements that contained vesting and/or transfer restrictions. Fifty percent of such units vested at the consummation of the formation transaction, with the remaining fifty percent scheduled to vest in equal monthly installments over a 30-month period beginning on the first day of the 31st month after the formation transaction and ending on the first day of the 60th month after the formation transaction as long as the individual remains employed by us (subject to accelerated vesting upon the employee's death or "disability," or the termination of the employee's employment with us or its affiliate without "cause" or by the employee for "good reason," or upon the occurrence of a "change in control" or upon non-renewal by us of the employee's employment agreement, as those terms are defined in the executive's employment agreement). The OP Units that are fully vested at the time of issuance will not be transferable or redeemable, including for our common shares or otherwise, for three years following the formation transaction (subject to early termination of the transfer restrictions upon the occurrence of certain specified events similar to those that trigger accelerated vesting, as described above), except that up to 10% of an individual's total OP Units may be sold, pledged or redeemed for our common shares during this period (subject to the transfer and redemption restrictions imposed on the OP Units generally by the limited partnership agreement of our operating partnership). The OP Units that vest after issuance will be subject to the foregoing restrictions on transfer and redemption for five years following the formation transaction (subject to early termination of the transfer restrictions upon the occurrence of certain specified events similar to those that trigger accelerated vesting, as described above).

       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

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agreements described above upon termination under various scenarios, or upon a change in control without a termination, as of December 31, 2018.

 
  Termination   No Termination  
Name   Without
Cause/For
Good Reason
  Without Cause/
For Good
Reason Upon or
Within Two Years
Following a Change
of Control
  Death/Disability   Change in
Control(1)
 

W. Matthew Kelly

                 

Cash Severance(2)

  $ 1,500,000   $ 4,500,000   $   $  

Pro Rata 2018 Bonus

  $ 750,000 (3) $ 750,000 (4) $ 750,000 (3) $  

Healthcare Benefits

  $ 24,192   $ 32,256   $   $  

Accelerated Vesting of Time-Based LTIP Units(5)

  $ 6,110,617   $ 6,110,617   $ 6,110,617   $  

Accelerated Vesting of Performance-Based LTIP Units(6)

  $ 2,852,645   $ 11,733,986   $ 2,852,645   $  

Accelerated Vesting of Initial Formation Award(7)

  $   $   $   $  

Cancellation of Equity Awards in Exchange for Cash

  $   $   $   $ 17,992,002  

Accelerated OP Units under Unit Issuance Agreement(8)

  $ 17,793,549   $ 17,793,549   $ 17,793,549   $ 17,793,549  

David P. Paul

                         

Cash Severance(2)

  $ 1,250,000   $ 2,500,000   $   $  

Pro Rata 2018 Bonus

  $ 625,000 (3) $ 625,000 (4) $ 625,000 (3) $  

Healthcare Benefits

  $ 24,192   $ 32,256   $   $  

Accelerated Vesting of Time-Based LTIP Units(5)

  $ 2,536,013   $ 2,536,013   $ 2,536,013   $  

Accelerated Vesting of Performance-Based LTIP Units(6)

  $ 1,544,555   $ 5,117,596   $ 1,544,555   $  

Accelerated Vesting of Initial Formation Award(7)

  $   $   $   $  

Cancellation of Equity Awards in Exchange for Cash

  $   $   $   $ 7,692,105  

Accelerated OP Units under Unit Issuance Agreement(8)

  $ 7,905,316   $ 7,905,316   $ 7,905,316   $ 7,905,316  

Stephen W. Theriot

                 

Cash Severance(2)

  $ 1,100,000   $ 2,200,000   $   $  

Pro Rata 2018 Bonus

  $ 550,000 (3) $ 550,000 (4) $ 550,000 (3) $  

Healthcare Benefits

  $ 24,192   $ 32,256   $   $  

Accelerated Vesting of Time-Based LTIP Units(5)

  $ 1,312,615   $ 1,312,615   $ 1,312,615   $  

Accelerated Vesting of Performance-Based LTIP Units(6)

  $ 776,263   $ 2,633,015   $ 776,263   $  

Accelerated Vesting of Initial Formation Award(7)

  $   $   $   $  

Cancellation of Equity Awards in Exchange for Cash

  $   $   $   $ 3,967,018  

Accelerated OP Units under Unit Issuance Agreement(8)

  $   $   $   $  

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  Termination   No Termination  
Name   Without
Cause/For
Good Reason
  Without Cause/
For Good
Reason Upon or
Within Two Years
Following a Change
of Control
  Death/Disability   Change in
Control(1)
 

Kevin "Kai" Reynolds

                         

Cash Severance(2)

  $ 800,000   $ 1,600,000   $   $  

Pro Rata 2018 Bonus

  $ 400,000 (3) $ 400,000 (4) $ 400,000 (3) $  

Healthcare Benefits

  $ 24,192   $ 32,256   $   $  

Accelerated Vesting of Time-Based LTIP Units(5)

  $ 1,660,576   $ 1,660,576   $ 1,660,576   $  

Accelerated Vesting of Performance-Based LTIP Units(6)

  $ 753,497   $ 3,170,156   $ 753,497   $  

Accelerated Vesting of Initial Formation Award(7)

  $   $   $   $  

Cancellation of Equity Awards in Exchange for Cash

  $   $   $   $ 4,871,694  

Accelerated OP Units under Unit Issuance Agreement(8)

  $ 5,950,839   $ 5,950,839   $ 5,950,839   $ 5,950,839  

M. Moina Banerjee

                 

Cash Severance(2)

  $ 800,000   $ 1,600,000   $   $  

Pro Rata 2018 Bonus

  $ 460,000 (3) $ 425,000 (4) $ 460,000 (3) $  

Healthcare Benefits

  $ 24,192   $ 32,256   $   $  

Accelerated Vesting of Time-Based LTIP Units(5)

  $ 1,062,854   $ 1,062,854   $ 1,062,854   $  

Accelerated Vesting of Performance-Based LTIP Units(6)

  $ 518,495   $ 2,049,807   $ 518,495   $  

Accelerated Vesting of Initial Formation Award(7)

  $   $   $   $  

Cancellation of Equity Awards in Exchange for Cash

  $   $   $   $ 3,136,068  

Accelerated OP Units under Unit Issuance Agreement(8)

  $ 2,478,959   $ 2,478,959   $ 2,478,959   $ 2,478,959  

(1)
Consists of a Change in Control under the 2017 Plan in which the Committee, in its sole discretion, elects to settle all outstanding awards for cash, as permitted under the 2017 Plan, except that, in the case of the Formation Units, elects to terminate the awards without payment of consideration, since the Formation Unit participation threshold exceeds the closing price of our common shares of $34.81 on December 31, 2018. Amounts assume that, with respect to the Performance-Based LTIP Units, the Committee elects, in its sole discretion, to deem the performance conditions satisfied at maximum level, as permitted under the 2017 Plan. Amounts calculated as (i) the number of all Time-Based LTIP Units that have not vested and the number of all Performance-Based LTIP Units, at the maximum level, that have not vested multiplied by (ii) the closing price of our common shares of $34.81 on December 31, 2018.

(2)
Represents cash severance payment based on 2018 base salary and 2018 target bonus.

(3)
Based on the assumption that the termination of employment occurs on December 31, 2018, the "pro rata" bonus payment is equivalent to the actual bonus paid for such entire fiscal year.

(4)
Based on the assumption that the termination of employment occurs on December 31, 2018, the "pro rata" bonus payment is equivalent to the target bonus for such fiscal year.

(5)
Amount calculated as (i) the number of units that have not vested (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2018 Table) multiplied by (ii) the closing price of our common shares of $34.81 on December 31, 2018.

(6)
Based on our absolute TSR and TSR relative to our peer group over a specified period ending December 31, 2018, the Performance-Based LTIP Unit awards granted on August 1, 2017 and

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(7)
Accelerated vesting of Formation Units is calculated as the difference between the closing price of our common shares of $34.81 on December 31, 2018 and the "participation threshold" ($37.10) of the Formation Units, which value is negative.

(8)
Accelerated vesting of OP Units under the Unit Issuance Agreements is calculated as (i) the number of OP Units that have not vested multiplied by (ii) the closing price of our common shares of $34.81 on December 31, 2018.

Equity Compensation Plan Information

       The following table sets forth certain information concerning our common shares authorized for issuance under the 2017 Plan and our 2018 Employee Share Purchase Plan (the "Share Purchase Plan") as of December 31, 2018.

 
  Number of
Securities to
be Issued
Upon Exercise
of Outstanding
Options,
Warrants and
Rights
  Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights
  Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
First Column)
 
Equity compensation plans approved by shareholders(1)   5,523,634 (2) $   6,872,566 (3)
Equity compensation plans not approved by shareholders              
Total equity compensation plans   5,523,634   $   6,872,566  

(1)
Each of the 2017 Plan and the Share Purchase Plan was adopted by our Board on June 23, 2017, approved by our sole shareholder on July 10, 2017 and became effective as of July 17, 2017.

(2)
This amount represents the number of our common shares that may be issued upon conversion of OP units that may be received upon conversion of LTIP Units, Time-Based LTIP Units, Performance-Based LTIP Units and Formation Units awarded under the 2017 Plan. This amount assumes that the maximum number of our common shares is issued upon achievement of the performance targets for the Performance-Based LTIP Units.

(3)
As of December 31, 2018, there were 4,826,744 common shares available for future issuance under the 2017 Plan and 2,045,822 common shares available for future issuance under the Share Purchase Plan.

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 922 employees as of December 31, 2018. We identified our median employee from this employee population.

       The 2018 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $11,324,932. The 2018 annual total compensation as determined under Item 402 of Regulation S-K

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for our median employee was $93,450. The ratio of our CEO's annual total compensation to our median employee's annual total compensation for fiscal year 2018 is 121 to 1.

       Our CEO's compensation as calculated above includes the grant date fair value of a one-time equity award granted in November 2018, which award is not scheduled to vest until the fourth and fifth anniversary of the grant date. See "Compensation Discussion and Analysis — Elements of Executive Compensation Program — Special Amazon Equity Award" for more information on this one-time equity award. SEC disclosure rules require us to include one-time special awards to our named executive officers in our calculation of the CEO pay ratio, even though they are one-time in nature. These one-time awards were designed to compensate our employees for the successful pursuit that resulted in Amazon selecting our properties in National Landing, Arlington, Virginia for a second headquarters. These awards are one-time in nature and are not a continuing feature of our long-term incentive plan. Excluding this one-time equity award, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee would have been 50 to 1. We believe this normalized CEO pay ratio is a more useful tool for comparing our CEO's annual compensation to our median employee because it includes the regular, ongoing components of our CEO's compensation program that are expected to continue in 2019 and beyond.

       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.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       As of February 26, 2019, we had approximately 122.6 million common shares outstanding and 15.2 million OP Units outstanding (other than OP Units owned by us) for an aggregate of approximately 137.8 million outstanding shares and OP Units. This section sets forth information regarding the beneficial ownership of our executive officers, trustees and holders known to us to hold more than 5% of our common shares.

Security Ownership of Trustees and Executive Officers

       The table below sets forth the beneficial ownership of the Company's securities by its trustees, named executive officers and trustees and executive officers as a group as of February 26, 2019.

       The SEC has defined "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common shares subject to options or other rights (as set forth above) held by that person that are currently exercisable or will become exercisable within 60 days thereafter are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all securities shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

       Unless otherwise indicated, the address of each named person is c/o JBG SMITH Properties, 4445 Willard Avenue, Suite 400, Chevy Chase, MD 20815.

       To our knowledge, no shares beneficially owned by any executive officer or trustee have been pledged as security.

 
  Number of
Common Shares
and OP
Units(1)(2)
  Percent of All
Common
Shares(1)
  Percent of All
Common Shares
and OP
Units(1)
 

Steven Roth(3)

  4,513,233   3.67 % 3.28 %

W. Matthew Kelly(4)

    881,500     *     *  

M. Moina Banerjee(5)

  157,805   *   *  

Scott A. Estes(6)

    29,315     *     *  

Alan S. Forman(7)

  3,880,433   3.17   2.82  

Michael J. Glosserman(8)

    681,862     *     *  

Charles E. Haldeman, Jr.(9)

  44,315   *   *  

Carol A. Melton(10)

    11,815     *     *  

William J. Mulrow(11)

  9,315   *   *  

David P. Paul(12)

    539,655     *     *  

Kevin "Kai" Reynolds(13)

  382,815   *   *  

Mitchell N. Schear(14)

    76,584     *     *  

Ellen Shuman(15)

  9,315   *   *  

Robert A. Stewart(16)

    1,045,381     *     *  

Stephen W. Theriot(17)

  22,361   *   *  

John F. Wood(18)

    9,315     *     *  

All trustees and executive officers as a group (17 people)

  12,299,184   9.74 % 8.92 %

*
Less than 1.0%

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(1)
The total number of common shares and OP Units outstanding used in calculating this percentage assumes that all OP Units that each person owns are deemed to have been redeemed for common shares, but such common shares are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.

(2)
The LTIP Units included in this column have vested and the Book-Up Target has been reduced to zero. See "Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—LTIP Units" for additional information regarding the Book-Up Target. LTIP Units, once vested, are convertible at the option of the holder, into an equal number of OP Units. The resulting OP Units are redeemable for an equal number of common shares beginning on the two-year anniversary of the date of the issuance of the LTIP Units.

(3)
Consists of 4,247,225 common shares, 263,431 OP Units and 2,577 vested LTIP Units convertible into OP Units within 60 days of February 26, 2019. Interstate Properties, a partnership of which Mr. Roth is one of the three general partners, received 2,751,774 common shares in the distribution by Vornado. These common shares are included in the total common shares and the percentage of common shares beneficially owned for Mr. Roth. Mr. Roth shares voting power and investment power with respect to these common shares with the two other general partners. Also includes 1,936 common shares owned by the Daryl and Steven Roth Foundation over which Mr. Roth holds sole voting power and sole investment power. Does not include 18,649 common shares which are owned by Mr. Roth's spouse, as to which Mr. Roth disclaims any beneficial interest.

(4)
Consists of 684 common shares, 834,122 OP Units and 46,696 vested Time-Based LTIP Units (including 21,923 LTIP Units granted in lieu of cash bonus) convertible into OP Units within 60 days of February 26, 2019. 511,162 of such OP Units are subject to Unit Issuance Agreement vesting restrictions. Does not include 320,000 OP Units held through a limited liability company in which certain trusts for the benefit of parties other than Mr. Kelly own equity interests, as to which Mr. Kelly disclaims beneficial ownership. The total excludes Performance-Based LTIP Units that remain subject to performance-based vesting conditions and 209,541 Time-Based LTIP units that remain subject to time-based vesting conditions.

(5)
Consists of 5,000 common shares, 148,159 OP Units and 4,646 vested Time-Based LTIP Units convertible into OP Units within 60 days of February 26, 2019. 71,214 of such OP Units are subject to Unit Issuance Agreement vesting restrictions. The total excludes Performance-Based LTIP Units that remain subject to performance-based vesting conditions and 38,214 Time-Based LTIP Units that remain subject to time-based vesting conditions.

(6)
Consists of 20,000 common shares and 9,315 vested LTIP Units convertible into OP Units within 60 days of February 26, 2019.

(7)
Consists of 3,871,118 common shares held by Yale University through various investment vehicles and 9,315 vested LTIP Units convertible into OP Units within 60 days of February 26, 2019. Mr. Forman serves as Director of Investments at the Yale University Investments Office. Mr. Forman disclaims beneficial ownership of all common shares owned by Yale University.

(8)
Consists of 194,097 common shares, 485,188 OP Units and 2,577 vested LTIP Units convertible into OP Units within 60 days of February 26, 2019. 216,760 of such OP Units are subject to Unit Issuance Agreement vesting restrictions.

(9)
Consists of 35,000 common shares and 9,315 vested LTIP Units convertible into OP Units within 60 days of February 26, 2019.

(10)
Consists of 2,500 common shares and 9,315 vested LTIP Units convertible into OP Units within 60 days of February 26, 2019.

(11)
Consists solely of 9,315 vested LTIP Units convertible into OP Units within 60 days of February 26, 2019.

(12)
Consists of 29,619 common shares, 477,610 OP Units and 32,426 vested Time-Based LTIP Units (including 18,269 LTIP Units granted in lieu of cash bonus) convertible into OP Units within 60 days of February 26, 2019. 227,099 of such OP Units are subject to Unit Issuance Agreement

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