D. Ellen Shuman
About D. Ellen Shuman
Independent trustee of JBG SMITH (JBGS) since 2017; age 70. She is a long-tenured institutional investor, formerly CIO of Carnegie Corporation and Director of Investments at Yale Investment Office, with a Yale School of Management MPPM and a BA, magna cum laude, from Bowdoin College . Current JBGS committee assignments: Audit and Compensation; not designated an SEC “audit committee financial expert.” Independence affirmed by the Board; nine of ten trustees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale Investment Office | Director of Investments | 1986–1998 | Led institutional portfolio investments |
| Carnegie Corporation of New York | Vice President & CIO | 1999–2011 | Oversaw endowment investments |
| Edgehill Endowment Partners | Co-Founder & Managing Partner (OCIO) | 2013–2020 | OCIO to educational/charitable institutions |
| Bowdoin College | Trustee (Vice Chair; Audit Chair; Investment Committee) | 1992–2013 | Governance and investment oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Connecticut | Chair, Investment Advisory Council (advises Treasurer on ~$55B) | Since May 2020 | Public fund oversight |
| RS Capital (private wealth mgmt.) | Director; Audit Committee member | Since May 2022 | Audit oversight |
| Jack Kent Cooke Foundation | Investment Committee member | Since May 2021 | Endowment oversight |
| Community Foundation of Greater New Haven | Investment Committee member | Since Oct 2004 | Investment oversight |
| American Academy of Arts and Letters | Investment Committee member | Since Jun 2005 | Investment oversight |
| Meristar Hospitality (NYSE: MHX) | Director (prior) | Prior service | Public company board experience |
| General American Investors (NASDAQ: GAM) | Director (prior) | Prior service | Public company board experience |
Board Governance
- Independence and service: Independent trustee; on Audit and Compensation committees; Audit met 4x in 2024; Compensation met 6x in 2024; Corporate Governance & Nominating met 3x; Board met 4x. Each trustee attended at least 75% of Board/committee meetings; all trustees attended the 2024 Annual Meeting .
- Audit committee financial expert designation: Board identified Estes and Glosserman as “audit committee financial experts”; Shuman not designated as such .
- Executive sessions and leadership: Independent Chairman (Robert A. Stewart); executive sessions held at each Board meeting .
- Ownership and policies: Trustees must own equity equal to 5x annual cash retainer; hedging prohibited for trustees; pledging prohibited for executive officers (trustee pledging not broadly prohibited) .
- Shareholder signals: Say-on-Pay support fell to ~67% in 2024; Board engaged investors and adjusted compensation programs for 2025 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned in Cash | $115,000 | Includes Board and committee retainers |
| Share Awards (LTIP Units) | $130,762 | Annual trustee equity; includes May 2024 LTIP “book-up” modification fair value |
| Total | $245,762 | Cash + equity |
Committee retainer rates (standard schedule):
- Audit Committee: Chair $25,000; Member $10,000
- Compensation Committee: Chair $15,000; Member $5,000
- Corporate Governance & Nominating: Chair $15,000; Member $5,000
Optional election: Trustees may elect to receive annual retainer in equity; in 2024, Shuman received 9,274 LTIP Units in lieu of cash for the 2023–2024 service period .
Performance Compensation
Trustee pay is not performance-linked (no bonus, no PSU/option program specific to trustees). No director-specific performance metrics disclosed for trustee compensation .
| Metric | Target | Outcome |
|---|---|---|
| Performance-linked director pay | Not applicable | No trustee performance metrics disclosed |
Other Directorships & Interlocks
- Current public boards: None disclosed currently; prior service at Meristar Hospitality (NYSE: MHX) and General American Investors (NASDAQ: GAM) .
- Committee interlocks: Proxy reports no Compensation Committee interlocks or insider participation issues in 2024 .
- External oversight roles include public pension advisory (State of Connecticut IAC chair) and RS Capital Audit Committee .
Expertise & Qualifications
- Institutional investing leadership (Yale, Carnegie); OCIO experience (Edgehill); multiple investment committees for foundations and arts organizations .
- Education: BA (Bowdoin, magna cum laude); Master of Public & Private Management (Yale SOM) .
- Audit oversight experience (RS Capital Audit Committee); not designated as JBGS audit committee financial expert by SEC definition .
Equity Ownership
| Holder | Security Type | Amount | Pledged? | Ownership % (Common Shares) | Ownership % (Common + OP + LTIP) |
|---|---|---|---|---|---|
| D. Ellen Shuman | Vested LTIP Units (convertible to OP Units) | 76,122 | No pledge disclosed for Shuman; pledge disclosed for Stewart only | <1% (“*”) | <1% (“*”) |
- Ownership guideline: Trustees must own equity equal to 5x annual cash retainer; Company evaluates annually (per-director compliance not separately disclosed) .
- Hedging/Pledging: Hedging by trustees prohibited; pledging prohibited for executive officers; no pledge noted for Shuman .
Governance Assessment
- Strengths: Independent trustee with deep institutional investment expertise; dual service on Audit and Compensation supports board effectiveness; attendance thresholds met; equity ownership aligns with shareholder interests; strong policies (clawback, hedging prohibition, ownership guidelines) .
- Areas to monitor: May 2024 LTIP Unit “book-up” modification applied to employees and trustees (Company states no repricing; added 2-year holding requirement) — governance-sensitive change to equity terms; ensure ongoing disclosure and rationale remain robust .
- Shareholder sentiment: 2024 Say-on-Pay support at ~67% prompted program changes (e.g., increased performance-based equity to 60%, added 3-year NOI performance LTIPs for management); indicates active investor scrutiny of pay practices; directors on Compensation (incl. Shuman) will be central to continued responsiveness .
- Conflicts/related party: No Shuman-specific related-party transactions disclosed; related-party transactions reviewed under Board policy .
- Risk indicators: No legal proceedings or pledging red flags disclosed for Shuman; insider trading and hedging controls in place .