Carol A. Melton
About Carol A. Melton
Carol A. Melton (age 70) has served as an independent trustee of JBG SMITH (JBGS) since 2017 and is a member of the Corporate Governance and Nominating Committee. She is CEO/founder of Adeft Capital (2018–present) and previously held senior executive roles at Time Warner (EVP Global Public Policy, 2005–2018) and Viacom (EVP Government Relations, 1997–2005). Her education includes a BA (Wake Forest), MA (University of Florida), and JD (American University Washington College of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Inc. | EVP, Global Public Policy | Jun 2005–Aug 2018 | Strategic oversight of policy for global business |
| Viacom | EVP, Government Relations | Jun 1997–Jun 2005 | Led government relations policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The RealReal, Inc. (NASDAQ: REAL) | Director | Since Aug 2020 | Current public company board |
| Economic Club of Washington, DC | Vice Chair, Board of Directors | Current | Non-profit leadership |
| Council on Foreign Relations | Member | Current | Policy organization |
| Finch AI | Advisor | Since 2024 | Previously served on its board |
| Adeft Capital | CEO & Founder | Since Aug 2018 | Venture capital/advisory firm |
Board Governance
- Independence: JBGS has determined nine of ten trustees to be independent; Melton is explicitly listed as an independent trustee .
- Committee assignments: Member, Corporate Governance and Nominating Committee (chair is William J. Mulrow) .
- Attendance: Board met four times in 2024; each trustee attended at least 75% of Board and committee meetings and all ten trustees attended the 2024 Annual Meeting .
- Executive sessions: Non-management trustees met in executive session at each Board meeting, chaired by the independent Chairman .
- Ownership/Conduct policies: Trustees must hold equity equal to at least 5× their annual cash retainer; hedging by trustees is prohibited; no pledging by trustees except Robert A. Stewart (no pledging disclosed for Melton) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (US$) | $105,000 | $105,000 |
| Share awards (LTIP Units) (US$ grant-date fair value) | $99,994 | $131,471 (includes May 2024 LTIP Unit book-up modification value) |
| Total (US$) | $204,994 | $236,471 |
| Committee Retainers | Chair Annual (US$) | Member Annual (US$) |
|---|---|---|
| Audit Committee | $25,000 | $10,000 |
| Compensation Committee | $15,000 | $5,000 |
| Corporate Governance & Nominating Committee | $15,000 | $5,000 |
Notes:
- Non-employee trustees may elect to receive all or part of annual cash retainers in the form of equity (LTIP Units) .
Performance Compensation
| Equity Detail | 2024 |
|---|---|
| LTIP Units issued in lieu of cash retainer (#) | 8,467 |
| Outstanding LTIP Unit awards at 12/31/2024 (#) | 75,943 |
- LTIP Unit book-up modification: On May 30, 2024, JBGS amended the “income tax book-up” price on certain LTIP Units granted in 2020–2023 (including trustees), asserting no repricing, no change in number of units, and added a new two-year holding requirement; amounts in 2024 equity disclosures reflect the incremental fair value from this modification .
- No director-specific performance metrics are disclosed for board equity grants; AO LTIP/TSR structures apply to executive awards, not to trustee retainers .
Other Directorships & Interlocks
- Current public board: The RealReal, Inc. (NASDAQ: REAL) .
- No related-party transactions involving Melton are disclosed; JBGS’s RPT policy requires Corporate Governance & Nominating Committee review and approval, and the 2024–2025 disclosures list no Melton-related transactions .
- No shares pledged by Melton; JBGS notes no pledging by trustees other than R.A. Stewart .
Expertise & Qualifications
- Senior policy leadership across global media and entertainment (Time Warner, Viacom) .
- Corporate governance and public policy expertise; active roles in prominent policy and business organizations (CFR; Economic Club of Washington, DC) .
- Legal training (JD), advanced degree (MA), and broad public markets experience through service on a NASDAQ-listed company board .
Equity Ownership
| Beneficial Ownership (as of Feb 25, 2025) | Value |
|---|---|
| Common shares and OP Units (#) | 78,443 |
| % of all common shares | <1.0% |
| % of all common shares + OP Units | <1.0% |
| Shares pledged as collateral | None disclosed (pledging restricted; exception only for R.A. Stewart) |
| Ownership guideline | Trustees required to hold ≥5× annual cash retainer |
Governance Assessment
- Board effectiveness: Melton’s extensive policy background complements JBGS’s Regulatory/ESG oversight; she serves on the Corporate Governance & Nominating Committee, which oversees governance guidelines, related-party reviews, and ESG oversight .
- Independence and engagement: Independent status, adequate attendance in 2024, and participation in a board that regularly holds executive sessions without management support strong oversight .
- Compensation alignment: Director pay blends fixed cash with equity (LTIP Units), including ability to take retainers in equity, supporting alignment; her 2024 mix of $105k cash and $131k equity underscores that orientation .
- Potential red flags: The May 2024 LTIP Unit “book-up” modification (affecting trustees as a group) changes tax book-up thresholds and introduces a holding requirement; while JBGS asserts no repricing or dilution, award modifications merit monitoring for shareholder alignment optics . JBGS’s 2024 Say-on-Pay support of ~67% (for executives) signals broader investor scrutiny of compensation structures and performance linkage (context for governance environment) .
- Conflicts/Related parties: No Melton-related related-party transactions disclosed; hedging prohibited and no pledging disclosed for Melton, reducing alignment risk factors .