Alisa M. Mall
About Alisa M. Mall
Independent trustee of JBG SMITH since 2020 (age 47). Currently Chief Investment Officer at DFO Management, LLC (since September 2022), with prior roles at Foresite Capital (Managing Director, corporate development/capital strategy/IR/ESG; November 2020–September 2022), Carnegie Corporation of New York (Managing Director, Investments—real assets; 2009–October 2020), Tishman Speyer (Director, Equity Capital Markets; 2007–2009), and Orrick Herrington & Sutcliffe (real estate associate). Education: JD, Stanford Law School; BA, magna cum laude, Yale University. JBG SMITH identifies her as an independent trustee with real asset investment experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DFO Management, LLC | Chief Investment Officer | Sep 2022–Present | CIO of a private investment firm |
| Foresite Capital | Managing Director | Nov 2020–Sep 2022 | Corporate development, long-term capital strategy, investor relations, ESG engagement |
| Carnegie Corporation of New York | Managing Director, Investments (Real Assets); previously Associate Director of Investments | 2009–Oct 2020 | Managed real assets portfolio for major foundation/endowment |
| Tishman Speyer Properties | Director, Equity Capital Markets | 2007–2009 | Equity capital markets execution |
| Orrick, Herrington & Sutcliffe | Real Estate Associate | Prior to 2007 | Legal practice in real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UJA Federation of New York | Investment Committee Member | Current | Non-profit committee service |
| Jim Joseph Foundation | Investment Committee Member | Current | Non-profit committee service |
| Pension Real Estate Association (PREA) | Board Member | Former | Prior board service |
| Breakthrough New York | Board Member | Former | Prior board service |
| Bronfman Fellowship | Board Member | Former | Prior board service |
Board Governance
- Independence: JBG SMITH’s Board has determined nine of ten nominees are independent; Mall is an independent trustee .
- Committee assignments: Member, Compensation Committee; committee met six times in 2024 and is composed entirely of independent trustees .
- Board leadership: Separate independent Chairman (Robert A. Stewart) and CEO roles; independent executive sessions held at each Board meeting .
- Attendance and engagement: Board held four meetings in 2024; each trustee attended at least 75% of Board and committee meetings, and all ten trustees attended the 2024 Annual Meeting .
- Shareholder engagement context: Company conducted two governance roadshows and broader investor outreach in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned in cash | $108,333 | Annual cash retainer plus committee membership fees for 2024 service period |
| Committee retainer (Comp Committee—Member) | $5,000 | Standard annual member retainer; chair $15,000; Audit chair $25,000/member $10,000; Governance chair $15,000/member $5,000 |
| Total (cash + share awards) | $230,903 | Share awards in table below |
- Trustees may elect to receive any portion of annual retainer in equity; expenses reimbursed; employees serving as trustees receive no trustee compensation .
Performance Compensation
| Equity Item | Detail | Amount |
|---|---|---|
| Annual equity grant (LTIP Units) – fair value | Trustee share awards recognized in 2024 (includes LTIP book-up modification accounting) | $122,570 |
| LTIP Units in lieu of cash retainer (issued in 2024 for 2023–2024 service period) | Number of units | 9,274 |
| Outstanding LTIP Unit awards (as of 12/31/2024) | Number of units | 47,307 |
- Trustee equity is delivered as LTIP Units of the operating partnership; annual LTIP grants align with one-year service periods between annual meetings; certain trustees elect LTIP Units in lieu of cash retainers .
- Company amended the “income tax book-up” price on certain 2020–2023 LTIP Units to $13.84 on May 30, 2024; Company states this was not a repricing, did not change number/ratio/vesting, and added a new two-year holding requirement on impacted units; amounts in 2024 share awards reflect incremental accounting fair value from this modification .
Compensation Committee 2024 executive bonus objectives (oversight metrics)
| Metric (Weight) | Threshold | Target | Maximum | 2024 Result | Achievement |
|---|---|---|---|---|---|
| Operating Portfolio NOI (30%) | $255.0M | $265.0M | $275.0M | $287.2M | Maximum |
| Sell or Recapitalize Assets (20%) | $200.0M | $300.0M | $500.0M | $373.7M | Target+ |
| Execute New Office Leases (15%) | 140K SF | 240K SF | 340K SF | 324K SF | Target+ |
| Lease-up of The Grace and Reva (5%) | 375 units | 425 units | 475 units | 552 units | Maximum |
| Development Objectives (20%) | 2 objs | 3 objs | 4 objs | 3 objs | Target |
| Sustainability Scorecard (10%) | 15 pts | 19 pts | 23 pts | 24 pts | Maximum |
- Committee applied 10% negative discretion to STIP, reducing payout from 133% to 123% of target due to share price performance; aggregate NEO bonus reduction of $270,000 .
- 2025 equity program further increases rigor: adds three-year NOI-based performance LTIP (50% of award), reduces AO LTIP term to 5 years, increases performance-based share of annual awards to 60%, and adds a three-year post-vesting holding period for time-based LTIP .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public company) | — | — | No current public company boards disclosed for Mall |
- Compensation Committee Interlocks: Company discloses no interlocks or insider participation for Compensation Committee members in 2024 .
Expertise & Qualifications
- Real assets investment leadership (endowment/foundation, private investment CIO) .
- Capital markets and corporate development experience; ESG engagement .
- Legal training in real estate; JD (Stanford) / BA magna cum laude (Yale) .
Equity Ownership
| Holder | Beneficial Ownership (Common + OP/LTIP Units) | Ownership % of Common Shares | Ownership % of Common + OP Units |
|---|---|---|---|
| Alisa M. Mall | 47,307 units | <1% | <1% |
- Shares pledged as collateral: None disclosed for Mall (Chairman Stewart pledged OP Units in 2024; trustees may pledge, NEOs may not) .
- Stock ownership guidelines: Trustees must own Company equity equal to ≥5x annual cash retainer, with five-year compliance window; evaluated annually; individual compliance status not disclosed .
Governance Assessment
- Strengths: Independent trustee with deep real assets and capital markets expertise; sits on fully independent Compensation Committee; strong Board structure with independent Chair and regular executive sessions; solid attendance expectations met (≥75% for all trustees; all attended 2024 annual meeting) .
- Alignment: Trustee equity via LTIP Units and ability to elect equity in lieu of cash retainer supports alignment; Company policies prohibit hedging by trustees and hedging/pledging by NEOs; clawback policy adopted per SEC/NYSE requirements .
- Watch items:
- Say-on-Pay support fell to ~67% in 2024; Company engaged shareholders and tightened STIP/long-term equity rigor for 2025, but lower support is a governance signal; Mall, as a Compensation Committee member, is part of the oversight response .
- 2024 LTIP “book-up” modification (not described as a repricing) adds complexity around equity accounting and optics; oversight remains important to ensure shareholder-friendly outcomes .
- Trustee pledging permitted (e.g., Chairman pledged OP Units in 2024); while not prohibited for trustees, pledging can present perceived risk; no pledging disclosed for Mall .
- Related-party/Conflicts: Proxy discloses related-party transaction policy and certain management subcontracts with legacy funds, but no related-party transactions specific to Mall are disclosed .
Compensation Committee Analysis (context for Mall’s committee work)
- Members: Alan S. Forman (Chair), Alisa M. Mall, D. Ellen Shuman; all independent .
- Independent consultant: Ferguson Partners Consulting retained; paid ~$167,500 in 2024; no conflicts of interest identified .
- Peer group and pay philosophy: REIT peer set maintained; emphasis on pay-for-performance, increased rigor, and shareholder alignment .