JBG SMITH Properties Files Definitive Proxy Statement

Ticker: JBGS · Form: DEF 14A · Filed: Mar 13, 2024 · CIK: 1689796

Jbg Smith Properties DEF 14A Filing Summary
FieldDetail
CompanyJbg Smith Properties (JBGS)
Form TypeDEF 14A
Filed DateMar 13, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1 billion, $1.0 billion, $750 million, $398 million, $444.1 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, JBG SMITH Properties, Shareholder Voting

TL;DR

<b>JBG SMITH Properties has filed its definitive proxy statement detailing executive compensation and corporate governance matters.</b>

AI Summary

JBG SMITH Properties (JBGS) filed a Proxy Statement (DEF 14A) with the SEC on March 13, 2024. JBG SMITH Properties filed a DEF 14A on March 13, 2024, for the period ending April 25, 2024. The filing includes detailed executive compensation data for the fiscal years 2023 and 2022. Specific tables outline the fair value of equity awards granted, forfeited, and vested for PEO and Non-PEO members. The company's principal executive offices are located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814. JBG SMITH Properties was formerly known as Vornado DC Spinco until a name change on November 9, 2016.

Why It Matters

For investors and stakeholders tracking JBG SMITH Properties, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, allowing them to make informed voting decisions on related proposals. The detailed breakdown of equity awards and their valuations offers transparency into how executive performance is incentivized and rewarded.

Risk Assessment

Risk Level: low — JBG SMITH Properties shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management's alignment with shareholder interests.

Key Numbers

Key Players & Entities

FAQ

When did JBG SMITH Properties file this DEF 14A?

JBG SMITH Properties filed this Proxy Statement (DEF 14A) with the SEC on March 13, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by JBG SMITH Properties (JBGS).

Where can I read the original DEF 14A filing from JBG SMITH Properties?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by JBG SMITH Properties.

What are the key takeaways from JBG SMITH Properties's DEF 14A?

JBG SMITH Properties filed this DEF 14A on March 13, 2024. Key takeaways: JBG SMITH Properties filed a DEF 14A on March 13, 2024, for the period ending April 25, 2024.. The filing includes detailed executive compensation data for the fiscal years 2023 and 2022.. Specific tables outline the fair value of equity awards granted, forfeited, and vested for PEO and Non-PEO members..

Is JBG SMITH Properties a risky investment based on this filing?

Based on this DEF 14A, JBG SMITH Properties presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

What should investors do after reading JBG SMITH Properties's DEF 14A?

Review the executive compensation details and any shareholder proposals to understand management's alignment with shareholder interests. The overall sentiment from this filing is neutral.

How does JBG SMITH Properties compare to its industry peers?

JBG SMITH Properties operates as a real estate investment trust (REIT) focused on the Washington, D.C. metropolitan area.

Are there regulatory concerns for JBG SMITH Properties?

As a publicly traded company, JBG SMITH Properties is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Industry Context

JBG SMITH Properties operates as a real estate investment trust (REIT) focused on the Washington, D.C. metropolitan area.

Regulatory Implications

As a publicly traded company, JBG SMITH Properties is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Analyze the executive compensation tables for any significant changes or trends compared to prior years.
  2. Review any shareholder proposals included in the proxy statement to understand potential areas of focus for investors.
  3. Verify the meeting date and location to ensure participation in key corporate decisions.

Key Dates

Year-Over-Year Comparison

This is the initial DEF 14A filing for the 2024 proxy season, providing updated information on executive compensation and corporate governance.

Filing Stats: 4,534 words · 18 min read · ~15 pages · Grade level 15.7 · Accepted 2024-03-13 16:15:54

Key Financial Figures

Filing Documents

Executive Compensation Philosophy and Objectives

Executive Compensation Philosophy and Objectives 51 Use of Comparative Market Data 54 Advisory Vote on Executive Compensation 52 Elements of Executive Compensation Program 56 Annual Cash Incentive Program 52 Other Benefits and Policies 68 Role of the Compensation Committee and Management 54 Employment Agreements 68 Tax and Accounting Considerations 68 Compensation Committee Report 70 Compensation of Executive Officers 71 Summary Compensation Table 71 Deferred Compensation 78 Grants of Plan-Based Awards in 2023 72 Potential Payments upon Termination or Change in Control 78 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 73 Equity Compensation Plan Information 83 Outstanding Equity Awards at Fiscal Year-End December 31, 2023 76 CEO Pay Ratio 84 2023 Option Exercises and Shares Vested 78 Pay Versus Performance Tables 84 Employee Retirement Plan 78

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 88

Security Ownership of Trustees and Executive Officers

Security Ownership of Trustees and Executive Officers 88

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 88 Certain Relationships and Related Party Transactions 91 Miscellaneous 92 Other Matters to Come Before the Annual Meeting 92 Householding of Proxy Materials 92 Shareholder Proposals and Nominations for the 2025 Annual Meeting 92 Important Notice Regarding The Availability of Proxy Materials for The Shareholder Meeting to Be Held on April 25, 2024 93 Annex A - Amendment No 4. to the JBG SMITH Properties 2017 Omnibus Share Plan 94 3 JBG SMITH PROPERTIES Table of Contents 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 will first be made available to shareholders on or about March 13, 2024. Annual Meeting of Shareholders DATE AND TIME April 25, 2024 at 8:30 a.m. (EDT) LOCATION You can virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/ JBGS2024. RECORD DATE February 26, 2024 Number of Common Shares Outstanding and Eligible to Vote at the Meeting as of February 26, 2024: 91,682,472 Voting Matters Shareholders are being asked to vote on the following matters at the Annual Meeting: Proposals Board Recommendation 1. Election of 10 Trustees (page 13) FOR each nominee 2. Say-on-Pay: Advisory Vote on Executive Compensation (page 19) FOR 3. Say-on-Frequency: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation (page 20) 1 YEAR 4. Amendment to the 2017 Omnibus Share Plan to Increase the Number of Common Shares Available for Issuance under the Plan (page 21) FOR 5. Ratification of the Appointment of Deloitte & Touche LLP for 2024 (page 27) FOR Our Business The Company JBG SMITH owns, operates, invests in, and develops mixed-use properties in high-growth and hig

Executive Compensation

Executive Compensation Our executive compensation program emphasizes performance over the long term by focusing on three important goals: Alignment with shareholder interests by requiring significant share ownership, tying substantial portions of pay to performance and paying a majority of compensation in equity subject to performance and multi-year vesting periods; Attracting and retaining the highest caliber executives who possess the skills to continue to grow and manage our business successfully; and Motivating our executives to achieve corporate and individual objectives. Annual Executive Compensation Elements and Objectives Total Compensation Pay Element Objectives Base Salary To provide competitive fixed pay at a level that fairly rewards executives for their value to the organization in successfully performing their respective roles Fixed Component Annual Incentive Cash Bonus To incentivize management to achieve the Company's strategic and financial goals for the fiscal year, based on quantitative metrics established by the Compensation Committee at the beginning of the year Performance- Based Component Annual Time-Based Equity Incentive To align recipients with shareholders, and retain and motivate executives to create long-term shareholder value Annual Performance- Based Equity Incentive To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding executives for TSR performance in excess of predetermined absolute and relative hurdles 2024 PROXY STATEMENT 6 Table of Contents 2023 Executive Target Pay Mix As described in the section titled "Elements of Executive Compensation Program" below, W. Matthew Kelly and George L. Xanders each elected to receive 100% of their 2023 cash bonuses in the form of equity awards. 2023 Actual Executive Pay Mix Before and After Cash Bonus Equity Election 2023 Annual Performance- Based Equity Structure Before Cash Bonus Equity Election A

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