JBG SMITH PROPERTIES (JBGS)
Sector: Real Estate
2026 Annual Meeting Analysis
JBG SMITH PROPERTIES · Meeting: April 30, 2026
Directors FOR
7
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Trustees
Against Analysis
Ms. Caldwell currently serves on four public company boards (JBGS, Ocwen Financial, OneMain Holdings, and Oaktree Specialty Lending), which meets the overboarding threshold of four or more seats under our policy, triggering a No vote regardless of her qualifications or the company's stock performance.
For Analysis
Mr. Estes has served since 2017, holds two outside public board seats (within limits), has strong REIT financial expertise as a former CFO of Welltower, chairs the Audit Committee, and JBGS's 3-year total return of +16.0% trails the peer group median by only 8.4 percentage points — well below the 35-point trigger threshold for a No vote.
Mr. Forman has served since 2017, chairs the Compensation Committee, has deep real estate investment experience from Yale's endowment, and the 3-year TSR gap versus peers (-8.4pp) is well within the 35-point threshold required to trigger a No vote.
Mr. Glosserman has served since 2017, brings over 50 years of commercial real estate experience, serves on the Audit Committee, and JBGS's 3-year relative TSR underperformance versus peers (-8.4pp) is well below the 35-point threshold for a No vote.
Mr. Kelly is the CEO and has served as a director since 2017; JBGS's 3-year total return of +16.0% trails the peer group median by only 8.4 percentage points, which is well below the 35-point trigger threshold for a No vote on director TSR grounds, and no other policy flags apply.
Ms. Mall has served since 2020, holds no other public company board seats, brings relevant real estate investment and capital markets experience, and the 3-year relative TSR gap (-8.4pp) is well within the 35-point threshold.
Mr. Mulrow has served since 2017, holds two outside public board seats (Consolidated Edison and Titan Mining — within the non-CEO limit of three), has broad finance and government experience, and the 3-year relative TSR gap (-8.4pp) does not breach the 35-point trigger threshold.
Ms. Shuman has served since 2017, serves on both the Audit and Compensation Committees, brings extensive institutional investment experience, and the 3-year relative TSR gap (-8.4pp) is well below the 35-point threshold for a No vote.
Seven of eight nominees receive a FOR vote. Phyllis R. Caldwell receives an AGAINST vote solely due to overboarding — she currently sits on four public company boards (JBGS, Ocwen Financial, OneMain Holdings, and Oaktree Specialty Lending), which meets the four-board threshold that triggers a No vote under our policy. All other nominees pass the TSR screen (JBGS's 3-year return of +16.0% trails the disclosed peer group median by only 8.4 percentage points against a 35-point trigger threshold using ^FNER — FTSE NAREIT All Equity REITs Index as the benchmark context), and no other policy flags arise for the remaining seven directors.
Say on Pay
✓ FORCEO
W. Matthew Kelly
Total Comp
$5,521,861
Prior Support
80%%
The CEO's total reported compensation of $5,521,861 is reasonable for a REIT CEO at a roughly $1 billion market cap company, with base salary frozen at $750,000 since the company's founding in 2017 and a significant majority of pay delivered in equity subject to multi-year vesting and performance conditions. The pay program includes meaningful performance hurdles — annual cash incentive goals tied to financial and operating metrics, multi-year equity awards with relative TSR modifiers, and NOI-based performance units — and the company has acknowledged that executives realized only about 56% of granted equity values over 2020–2025, demonstrating real pay-for-performance alignment. Prior-year Say-on-Pay support was 80%, above the 70% threshold that would require a mandatory response, and the pay structure passes both the pay-level and incentive-alignment screens under our policy.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,534,825
Non-Audit Fees
$775,713
Non-audit fees (combining audit-related fees of $94,000, tax fees of $674,101, and other fees of $7,612) total approximately $775,713, which equals about 50.5% of the $1,534,825 in core audit fees — just above the 50% threshold that triggers a No vote under our policy because a non-audit relationship this large raises concerns about whether the auditor can remain fully independent from management. The proxy does not disclose how long Deloitte has served as auditor, so the tenure trigger cannot be evaluated, but the fee ratio alone is sufficient to warrant an AGAINST vote.
Overall Assessment
This is a three-proposal ballot covering director elections, Say-on-Pay, and auditor ratification. Seven of eight director nominees receive a FOR vote; Phyllis R. Caldwell receives an AGAINST due to overboarding at four public company boards. The auditor ratification receives an AGAINST because non-audit fees slightly exceed 50% of core audit fees, raising auditor independence concerns, while Say-on-Pay receives a FOR given a frozen CEO salary, strong performance-conditioned equity design, and 80% prior-year shareholder support.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing