Alan S. Forman
About Alan S. Forman
Independent trustee and Chair of the Compensation Committee at JBG SMITH (JBGS) since 2017; age 59 as of the 2025 Annual Meeting. Background includes over three decades at Yale University’s Investments Office (managing the $42B endowment; most recently Director of Investments) and current advisory roles to real estate investors; education: BA Dartmouth College and MBA NYU Stern . The Board has determined Mr. Forman to be independent under NYSE and SEC rules; nine of ten current trustees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale University Investments Office | Director of Investments | Oct 1990 – Mar 2022 | Oversaw real estate investments for Yale endowment |
| Stemline Therapeutics (NASDAQ: STML) | Director | Not disclosed | Chair, Nominating & Corporate Governance; member, Audit and Compensation |
| Acadia Realty Trust (NYSE: AKR) | Trustee | Not disclosed | Chair, Compensation; member, Nominating & Corporate Governance |
| Kimpton Group Holdings (sold to IHG) | Director | Not disclosed | Compensation; Nominating & Governance prior to sale |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Lirum Therapeutics | Director | Apr 2023 | Nominating, Compensation, Audit |
| KHP Capital Partners | Advisor | May 2022 | Not applicable |
| Blue Orchard Capital | Advisor | May 2022 | Not applicable |
Board Governance
- Committee assignments: Chair, Compensation Committee; committee met six times in 2024 .
- Independence: All members of Audit, Compensation, and Corporate Governance & Nominating Committees are independent; nine of ten trustees are independent .
- Attendance: Board held four meetings in 2024; each trustee attended at least 75% of Board and committee meetings; all trustees attended the 2024 Annual Meeting .
- Executive sessions: Independent trustees hold executive sessions at each Board meeting, presided over by the Chairman .
- Governance policies: Share ownership guidelines for trustees (5x annual cash retainer); hedging prohibited for trustees; pledging prohibited for NEOs; clawback policy adopted in 2023 per SEC/NYSE .
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| Annual cash fees (2024 actual) | $111,667 | |
| Equity awards (2024 grant-date fair value) | $123,704 | |
| Total director compensation (2024) | $235,371 | |
| Committee chair/member annual retainers | Compensation: Chair $15,000; Member $5,000 | |
| Audit: Chair $25,000; Member $10,000 | As disclosed | |
| Corporate Governance & Nominating: Chair $15,000; Member $5,000 | As disclosed | |
| Initial new trustee equity award | $100,000 on first election | |
| Election to take equity in lieu of cash | Permitted for annual retainer |
Performance Compensation
| Item | Details | Source |
|---|---|---|
| LTIP Units in lieu of cash (2024 service period) | 8,467 LTIP Units issued in 2024 in lieu of cash retainer (period between 2023–2024 annual meetings) | |
| Outstanding LTIP Unit awards (as of 12/31/2024) | 64,591 | |
| LTIP Unit book-up modification (May 30, 2024) | One-time change to “income tax book-up” price to $13.84/share; no repricing, no change in units; added two-year holding requirement; applied to employees and trustees (aggregate fair value reflected in director share awards table) | |
| Equity grant cadence | Annual LTIP grants aligned to annual meeting; trustees may elect equity in lieu of cash |
Note: Director equity awards are primarily time-based LTIP Units tied to service; JBGS’s performance-equity (AO LTIP Units, NOI-based awards) targets apply to executives, not directors, though the 2024 book-up change affected trustees as well .
Other Directorships & Interlocks
| Company | Public? | Overlap/Interlock | Notes |
|---|---|---|---|
| Lirum Therapeutics | Private (clinical-stage) | None disclosed with JBGS | Current role; committees listed above |
| Stemline Therapeutics | NASDAQ: STML | None disclosed | Prior role; committee leadership |
| Acadia Realty Trust | NYSE: AKR | Potential historical industry overlap (retail real estate) | Prior trustee; no current interlock disclosed |
| Kimpton Group Holdings (sold to IHG) | Private at time | None | Prior director; sold to IHG |
- Compensation Committee interlocks: None in 2024; no relationships requiring disclosure; no members were officers/employees of JBGS .
Expertise & Qualifications
- Endowment and real assets investment expertise developed at Yale; deep experience overseeing real estate investments and long-standing ties to legacy JBG funds .
- Education: BA Dartmouth College; MBA NYU Stern .
Equity Ownership
| Measure (as of Feb 25, 2025) | Amount | Percent | Notes |
|---|---|---|---|
| Beneficial ownership (common shares and OP Units) | 54,666 | <1% | Includes 5,669 common shares and 48,997 vested LTIP Units convertible to OP Units within 60 days |
| Shares pledged as collateral | None | — | Company notes no pledging by trustees or executives, except Robert A. Stewart |
| LTIP Unit awards outstanding (12/31/2024) | 64,591 | — | Outstanding time-based LTIP Units as of year-end |
| Ownership guideline | 5x annual cash retainer | — | Trustee share ownership requirement; compliance evaluated annually (status not disclosed) |
- Yale arrangement: Yale University entitled to receive certain equity awards granted to Mr. Forman while employed by Yale (15,594 LTIP Units; Mr. Forman disclaims beneficial ownership) .
Compensation Committee Analysis (as Chair)
- Consultant: Ferguson Partners Consulting (FPC) engaged; Compensation Committee determined FPC independent and free of conflicts; 2024 fees ~$167,500 .
- Peer group: 14 REITs selected (e.g., COPT Defense Properties, Cousins, Douglas Emmett, Empire State Realty Trust, Park Hotels & Resorts, Veris Residential; size range ~$2.9B–$10.9B total cap; JBGS at ~$4.1B) .
- Say-on-Pay 2024: 67% support (below prior years); Committee engaged investors and implemented changes: reduced AO LTIP performance period to 5 years starting 2025; added 3-year NOI-based performance equity; increased performance-based share of annual equity to 60%; added 3-year post-vest holding for time-based awards; widened STIP bands and applied 10% negative discretion to 2024 STIP outcome (payout reduced to 123% of target) .
Governance Assessment
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Positives:
- Independent director with strong investment credentials; leads Compensation Committee with demonstrated responsiveness to shareholder feedback (structural changes to equity program; negative discretion on bonuses) .
- Board and committee independence; regular executive sessions; robust attendance; clear ownership/hedging policies and clawback framework .
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Watchpoints / Red Flags:
- LTIP Unit book-up modification (May 2024) affecting trustees and NEOs—framed as tax “book-up” change with added holding requirement, but modifications to equity terms for directors can draw scrutiny for optics; monitor future alterations and dilution impact .
- Yale assignment of certain equity awards (Mr. Forman disclaims beneficial ownership of 15,594 LTIP Units)—could create alignment/perception complexities; ensure related-party oversight and transparency continue .
- 2024 Say-on-Pay at 67% signals investor dissatisfaction with executive pay; as Compensation Chair, Mr. Forman’s responses are constructive, but continued monitoring of support levels is prudent .
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Overall: Governance quality appears solid (independence, attendance, policies), with active compensation oversight under Mr. Forman’s chairmanship. Key investor confidence signals hinge on continued execution of pay reforms and transparent handling of director equity arrangements .