George L. Xanders
About George L. Xanders
George L. Xanders is Chief Investment Officer (CIO) of JBG SMITH, serving in this role since January 2021 after prior roles as Executive Vice President and Co‑Head of Acquisitions (from January 2019) and an Executive Vice President at formation in 2017; he joined predecessor JBG in 2008. He is 39 and holds a B.S. in Business Administration from the University of North Carolina at Chapel Hill . Company performance context under his tenure includes Operating Portfolio NOI of $287.2 million in 2024, Core FFO of $73.9 million ($0.83 per diluted share), and a 2024 GAAP net loss of $177.8 million reflecting impairments and portfolio recycling, with cumulative TSR since 2019 of $47.23 on a $100 investment as of year‑end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBG SMITH | Executive Vice President (at formation) | 2017–2019 | Senior investments leadership during formation and portfolio integration . |
| JBG SMITH | Executive Vice President, Co‑Head of Acquisitions | 2019–2020 | Led acquisitions and Investment Committee participation; capital recycling and portfolio shift groundwork . |
| The JBG Companies | Executive Vice President, Investments | 2008–2017 | Led investments across multifamily/office/retail, foundation for National Landing strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in proxy biography . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (USD) | $475,000 | $500,000 | $500,000 |
| Target Annual Bonus (% of Salary) | 100% | 100% | 100% |
Performance Compensation
Annual Cash Incentive (STIP) – 2024 Framework, Targets, and Results
| Metric | Weight | Target | Actual | Payout Level | Notes |
|---|---|---|---|---|---|
| Operating Portfolio NOI | 30% | $265.0M | $287.2M | Maximum | Rationale for lower 2024 target disclosed due to asset dispositions . |
| Sell/Recapitalize Assets | 20% | $300.0M | $373.7M | Target+ | Capital recycling to deleverage and fund higher-return uses . |
| Execute New Office Leases | 15% | 240K SF | 324K SF | Target+ | Demand from defense/tech tenants; strong Q2/Q4 leasing . |
| Lease-up: The Grace & Reva | 5% | 425 Units | 552 Units | Maximum | Fastest lease-up pace among multifamily deliveries . |
| Development Objectives (4 items) | 20% | 3 of 4 | 3 of 4 | Target | Completed The Grace & Reva on time/budget; shovel-ready status; 876K SF submitted; entitlement unmet . |
| Sustainability Scorecard | 10% | 19 points | 24 points | Maximum | ESG program execution at scale . |
| Committee Discretion | — | — | — | −10% | Bonus funded at 123% of target after negative discretion due to share price performance; aggregate NEO reduction ~$270K . |
| 2024 Bonus Outcome | Value | Equity Election |
|---|---|---|
| Bonus Awarded (USD) | $615,000 for Xanders | 50% taken as fully‑vested LTIP Units (not redeemable for common shares until 2 years after grant) |
Annual Equity Awards (Granted January 2, 2024)
| Award Type | Units | Grant Date Fair Value (USD) | Key Terms |
|---|---|---|---|
| AO LTIP Units (performance‑based) | 211,081 (max earnable) | $799,997 | Participation threshold $18.93 (110% of grant date price); 3‑yr performance with relative TSR ±25% modifier; 50% vests at determination, 50% on Jan 2, 2028; 10‑yr term . |
| Time‑Based LTIP Units | 49,782 | $799,997 | Time‑based vesting: 25% each on Jan 2, 2025/2026/2027/2028 . |
| LTIP Units (in lieu of cash bonus; Jan 2024) | 49,929 | $712,487 | Fully vested at grant; redemption to common shares not permitted until 2 years after grant . |
| LTIP Units (in lieu of 2024 cash bonus; Jan 2, 2025) | 24,079 | n/a | Issued for services rendered in 2024; fully vested at grant; two‑year redemption lock applies . |
Prior Performance Equity Results (Evidence of Rigor)
| Grant | Result | Notes |
|---|---|---|
| 2022 AO LTIP Units | Earned target (80% of maximum) based on 3‑yr relative TSR to peer group as of Jan 3, 2025 | Share price remained below threshold for option‑like value; underscores pay‑for‑performance (11). |
Equity Ownership & Alignment
| Component (as of Feb 25, 2025) | Quantity | Notes |
|---|---|---|
| Common Shares | 8,350 (17) | Direct common shares held. |
| Vested OP Units | 4,800 (17) | Convertible partnership units. |
| Vested LTIP Units (incl. LTIP in lieu of cash) | 306,068 (17) | Includes 132,788 LTIP Units granted in lieu of cash bonus (17). |
| Unvested Time‑Based LTIP Units (not booked‑up) | 175,097 (17) | Remain subject to time‑based vesting or book‑up process. |
| Performance‑Based LTIP Units | Undisclosed | Outstanding PB awards remain subject to performance conditions (17). |
| Ownership Guidelines | 3× salary requirement for executive officers; 5‑yr compliance window | Applies to Xanders; individual compliance status not disclosed . |
| Hedging/Pledging Policy | Hedging and pledging prohibited for NEOs | No pledge disclosed for Xanders; one trustee disclosed a pledge, highlighting monitoring (16) . |
Insider selling pressure indicators:
- AO LTIP Units are option‑like with participation thresholds (e.g., $18.93 for 2024 grants). With JBGS at $15.37 on Dec 31, 2024, AO LTIPs were out‑of‑the‑money; accelerated vesting would ascribe no value, limiting near‑term sell pressure from option‑like awards (7).
- LTIP Units taken in lieu of cash bonus have a two‑year redemption lock, further deferring potential sale pressure .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Term | Auto‑renews annually unless either party gives 180 days’ notice; original term expired and is now rolling . |
| Severance (No CIC) | 1× salary + target bonus; pro‑rata bonus based on actual performance; 18 months health care; vesting of non‑performance equity; pro‑rata vesting of performance awards if earned per terms . |
| Severance (With CIC; Double Trigger) | 3× salary + target bonus; pro‑rata target bonus; 2 years health care; full vesting of all unvested equity awards . |
| Definitions | “Cause,” “Good Reason,” and “Change in Control” defined in agreement; CIC includes 30% beneficial ownership threshold and certain business combinations unless specific continuity criteria met . |
| Restrictive Covenants | Non‑compete through first anniversary post‑termination; non‑solicitation through second anniversary; perpetual confidentiality . |
| Clawback | Mandatory recovery of erroneously awarded incentive comp for 3 years preceding required restatement (Dodd‑Frank/NYSE compliance) . |
| Tax Gross‑Ups | None; “net‑better cutback” to avoid 280G excise tax when beneficial . |
Compensation Structure Analysis
- Mix and pay‑for‑performance: Xanders elected to take 50% of his 2024 cash bonus in LTIP equity, increasing at‑risk, equity‑linked pay and aligning with long‑term value creation; NEO bonuses funded below maximum for first time in three years and reduced a further 10% by discretion due to share price performance .
- Equity rigor and retention: AO LTIP Units feature a 110% participation threshold, relative TSR modifier, 3‑year performance measurement and staggered vesting; time‑based LTIPs vest over four years; LTIP in lieu of cash carries a two‑year redemption lock, supporting retention .
- Book‑up modification (May 30, 2024): Adjusted income‑tax “book‑up” price to $13.84 for certain 2020–2023 LTIP Units to maintain retentive effect amid macro headwinds; no repricing, no change in units, no dilution; added a new two‑year holding requirement on impacted LTIPs .
- 2025 program shift: Added 3‑year NOI‑based Performance‑Based LTIP Units (50% of total), reduced AO LTIP performance period from 10 to 5 years, increased performance‑contingent equity to 60% of total awards, and added a 3‑year post‑vesting hold on time‑based LTIPs—addressing shareholder feedback on rigor and strategic alignment .
- Peer group benchmarking: Compensation gauged against 14 REIT peers (e.g., COPT Defense Properties, Cousins Properties, Park Hotels & Resorts), mindful of JBGS’s development pipeline complexity and third‑party management business .
Multi‑Year Compensation Summary (Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $425,000 | $475,000 | $500,000 |
| Bonus (USD) | $637,500 | $712,500 | $615,000 |
| Share Awards (USD; grant date fair value) | $999,974 | $1,149,989 | $1,751,746 |
| All Other Compensation (USD) | $9,150 | $9,900 | $11,717 |
| Total (USD) | $2,071,624 | $2,347,389 | $2,878,463 |
Board Governance and Shareholder Feedback (Program Implications)
- Say‑on‑Pay: 2024 support was ~67%; Board and Compensation Committee instituted changes beginning in 2025 (shorter AO LTIP performance period, NOI‑based PB LTIP, higher performance equity weighting, wider STIP bands) in response to investor feedback .
- Ownership & policies: Robust share ownership guidelines (3× salary for executive officers); prohibition of hedging/pledging by NEOs; clawback policy adopted under SEC/NYSE rules .
Investment Implications
- Alignment and retention: High equity mix, two‑year redemption lock on LTIP‑in‑lieu‑cash, and multi‑year vesting structures create strong retention and alignment, with AO LTIPs currently out‑of‑the‑money reducing near‑term selling pressure; expect lower propensity for insider share sales near term (7).
- Strategy execution levers tied to pay: STIP and LTIP metrics emphasize Operating Portfolio NOI, capital recycling, leasing, and development—key drivers of JBGS’s National Landing strategy; 2024 over‑achievement on NOI/lease‑up and asset sales supports confidence in operational execution under Xanders’ investment leadership .
- Change‑of‑control economics: Double‑trigger CIC with 3× cash multiple and full equity vesting could be material in a strategic transaction; however, absence of gross‑ups and clawbacks reflect shareholder‑friendly governance .
- Pay program adjustments: 2025 shift toward NOI‑based PB LTIPs and increased performance‑contingent mix should strengthen pay‑for‑performance linkage and reduce prior concerns about repeated maximum STIP funding; monitoring future STIP outcomes and AO LTIP earn‑out trajectory is advisable .
Note: Where individual compliance with stock ownership guidelines and any personal pledging is concerned, no Xanders‑specific exceptions or pledges are disclosed; policies prohibit hedging/pledging by executive officers (17).