M. Moina Banerjee
About M. Moina Banerjee
M. Moina Banerjee is Chief Financial Officer of JBG SMITH, serving as CFO since December 2020 after roles as EVP, Head of Capital Markets and Principal in Investments at JBG; prior experience includes Blackstone (New York) and Citigroup Investment Banking (New York). She holds a B.S. in International Economics from Georgetown University and an MBA from Wharton; she has served on the Board of Expedia Group since February 2023, chairing its Audit Committee . Age references in proxies list her at 39 (2021), 40 (2022), and 41 (2023), indicating early-40s tenure as CFO in the latest filings . Under her financial leadership, JBGS reported Q3 2025 total revenue of $123.9M vs $136.0M in Q3 2024 and EBITDA of $49.8M vs $56.7M; net loss attributable to common shareholders was $(28.6)M in Q3 2025 vs $(27.0)M in Q3 2024 . Pay-versus-performance disclosures show declining operating portfolio NOI and negative GAAP net income in 2024 alongside TSR tracking metrics for benchmarking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBG (pre-formation) | Principal, Investments; Management Committee | 2010–2017 | Led investments across office/hotel/senior living; capital allocation and portfolio oversight |
| JBG SMITH | EVP (Formation), Head of Capital Markets | 2017–Dec 2018 (EVP); Dec 2018–Dec 2020 (Head of Capital Markets) | Oversaw capital markets, investor relations, FP&A; drove financing strategy during REIT formation and transition |
| JBG SMITH | Chief Financial Officer | Dec 2020–present | Principal Financial Officer; responsible for financial reporting, capital structure, and performance communication |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expedia Group, Inc. (NASDAQ: EXPE) | Director; Audit Committee Chair | Feb 2023–present | Governance and financial oversight at global travel platform; cross-industry audit leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 550,000 | 550,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | 825,000 | 825,000 | 676,500 |
| Stock Awards Grant-Date Fair Value ($) | 1,099,987 | 1,249,985 | 1,690,872 |
| All Other Compensation ($) | 9,150 | 9,900 | 11,717 |
| Total Compensation ($) | 2,484,137 | 2,634,885 | 2,929,089 |
- Annual target bonus equals 100% of base salary with no individual component for NEOs; bonuses depend entirely on Company goals (terms set annually) .
Performance Compensation
| Component | Weighting | Metric | Target Definition | Vesting |
|---|---|---|---|---|
| Performance-Based LTIP Units (2025 awards) | 50% of annual equity | Multi-year NOI target over 2025–2027 | Threshold earns 25%, target earns 50%, maximum earns 100%; issued at max but subject to forfeiture based on actual performance | Vests in 2027 based on 3-year average performance |
| Time-Based LTIP Units | 40% of annual equity | Time-based service | Standard time-based vesting per award agreements | Time-based schedule (not performance-contingent) |
| AO LTIP Units (Absolute Outperformance) | 10% of annual equity | Absolute price performance with relative TSR modifier | Participation threshold 110% of grant-date price; relative TSR modifier ±25% at ≥75th or ≤25th percentile vs Index (2024 revision) | Vest per program terms; subject to modifier outcomes |
- Company has no outstanding options; 2023 option exercises were zero, and LTIP vesting totals are reported instead .
- Clawback policy updated under Dodd-Frank listing standards: recovery of erroneously awarded incentive-based compensation over the prior 3 years upon required accounting restatement .
Equity Ownership & Alignment
| Year | Common Shares + OP Units (#) | % of Common Shares | % of Common + OP Units |
|---|---|---|---|
| 2021 | 159,680 | <1% | <1% |
| 2022 | 206,620 | <1% | <1% |
| 2023 | 158,052 | <1% | <1% |
| 2025 | 200,011 | <1% | <1% |
- No pledging: to the Company’s knowledge, no shares beneficially owned by any executive officer or trustee, except Robert A. Stewart, have been pledged as security .
- LTIP vesting realized (2023): 21,488 LTIP Units vested; value realized $368,312 (multiplied by closing price on vest dates) .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance ($) | Pro Rata Bonus ($) | Healthcare Continuation ($) | Equity Vesting | Cancellation of Equity for Cash (No Termination) ($) |
|---|---|---|---|---|---|
| Termination Without Cause / For Good Reason (outside CIC) | 1,100,000 | 676,500 | 31,558 | Time-Based LTIPs fully vest; Performance LTIPs vest pro rata if earned (next vesting date) | — |
| Termination Without Cause / For Good Reason (within two years following CIC; double trigger) | 3,300,000 | 550,000 | 42,077 | All outstanding unvested equity awards vest | — |
| Change in Control (no termination) | — | — | — | Committee discretion under Omnibus Plan; may settle/assume/modify/accelerate | 3,019,128 |
- Definitions: “Cause” includes felony conviction/plea, willful failure to perform duties unremedied after notice, or willful misconduct materially injurious to the Company; “Good Reason” includes reduction in base/target bonus, material diminution of role, relocation outside DC metro, or Company’s material breach; CIC severance uses a double-trigger with 3x cash multiple for NEOs as of Feb 2024 .
- Regardless of termination reason, unpaid salary, accrued vacation, reimbursable expenses, and benefits under plans/programs are paid; disability/death provide LTIP vesting and pro rata bonus per agreements .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – Value of $100 Investment (Company) | 76.41 | 52.69 | 49.46 | 47.23 |
| GAAP Net Income (Loss) ($000) | (89,725) | 98,986 | (91,709) | (177,753) |
| Operating Portfolio NOI ($000) | 332,034 | 339,217 | 322,004 | 287,201 |
Selected recent operating results (quarterly):
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Total Revenue ($000) | 136,026 | 123,870 |
| Net Loss Attributable to Common Shareholders ($000) | (26,980) | (28,555) |
| EBITDA ($000) | 56,676 | 49,807 |
| Annualized NOI at Share ($000) | 268,400 (Q2 2025 reference) → 242,300 (Q3 2025) | 242,300 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 equity grant value for Banerjee rose vs 2023 ($1.69M vs $1.25M), while cash bonus declined ($676.5k vs $825k), increasing at-risk equity exposure amid weaker GAAP results .
- Shift in performance design: After AO LTIPs replaced performance LTIPs in 2021, JBGS reintroduced multi-year NOI-based Performance LTIPs in 2025 (50% of equity), retaining AO LTIPs with a strengthened relative TSR modifier (±25%), tightening pay-for-performance linkage .
- Guaranteed vs at-risk pay: Target bonus remains fully performance-based (100% of salary), with no individual component, maintaining alignment discipline .
- Equity modification and repricing: No option program outstanding; no option repricing disclosed; AO LTIPs use participation thresholds and TSR modifiers rather than strike-based options .
Risk Indicators & Red Flags
- Pledging/Hedging: No shares pledged by Banerjee; Company notes only one trustee with pledged shares historically (Robert A. Stewart) .
- Clawback enforcement capability: Updated clawback policy enables recovery upon restatements (3-year lookback), a shareholder-friendly governance mechanism .
- Severance leverage: CIC protection increased to 3x base + target bonus for NEOs (double trigger), which strengthens retention but can be viewed as rich relative to standard REIT practices; quantified CFO payout potential disclosed .
Equity Ownership & Alignment Details
- Ownership guidelines: Not explicitly disclosed in the cited sections; beneficial ownership shows Banerjee consistently <1%, but includes OP Units/LTIP Units convertible into OP Units within 60 days, indicating economic alignment via partnership structures .
- Vested vs unvested: Detailed breakdown not provided; realized vesting and values disclosed for 2023 LTIP activity .
Employment Terms (Key Clauses)
- Non-compete/Non-solicit/Garden leave: Not specified in cited excerpts; agreements include detailed “Cause/Good Reason/CIC” definitions and vesting protections .
- Auto-renewal and term: Not specified in cited excerpts.
- Post-termination consulting: Not specified in cited excerpts.
Investment Implications
- Alignment: Banerjee’s pay exhibits strong performance linkage—bonus entirely tied to Company goals and a 2025 equity mix weighted to multi-year NOI targets and TSR-modified AO units; clawback further supports discipline .
- Retention risk vs protection: Double-trigger CIC at 3x cash plus full vesting materially reduces departure risk during strategic transitions, but elevates potential exit costs; outside CIC, severance is a moderate 1x cash with limited equity vesting .
- Trading signals: Reintroduced performance LTIPs on NOI suggest management confidence in operating execution; however, sequential declines in revenue, EBITDA, and NOI and negative GAAP net income imply continued fundamental pressure—monitor vesting achievement rates and any insider Form 4 sales around vesting/bonus LTIP issuance to assess selling pressure and confidence (Company disclosed no options outstanding; 2023 LTIP vesting realized was modest for Banerjee) .
- Governance: No pledging and a restatement-based clawback reduce alignment risks; external audit chair role at Expedia adds governance expertise but also time commitment—overall supports financial oversight credibility .