Michael J. Glosserman
About Michael J. Glosserman
Independent trustee of JBG SMITH (JBGS) since 2017; age 79. He serves on the Audit Committee and is designated an “audit committee financial expert.” Career includes nearly four decades at JBG (Managing Partner; Chair of JBG’s Executive Committee), prior senior roles at The Rouse Company, and earlier service as a U.S. Department of Justice attorney. Education: B.S. Economics, Wharton; J.D., University of Texas School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBG (legacy predecessor) | Managing Partner; Chair, Executive Committee | 1979–2017 (Chair 2008–2017) | Led investment/development strategy; executive leadership |
| The Rouse Company | Senior positions (commercial real estate) | 1972–1979 | Development/investment roles |
| U.S. Department of Justice | Staff Attorney | 1971–1972 | Federal legal service |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CoStar Group, Inc. (NASDAQ: CSGP) | Director | 2008–July 2024 | Audit; Nominating & Corporate Governance |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert by the Board .
- Independence: Board has determined nine of ten nominees (all except CEO) are independent; committees comprise only independent trustees .
- Attendance: Board held 4 meetings in 2024; each trustee attended at least 75% of Board/committee meetings; all 10 trustees attended the 2024 Annual Meeting .
- Audit Committee engagement: Committee met 4 times in 2024; Glosserman co-signed the Audit Committee Report recommending inclusion of audited financials and Deloitte reappointment .
- Leadership structure: Independent Chairman; CEO and Chair roles separated; executive sessions of independent trustees at each regular Board meeting .
- Policies enhancing alignment and controls: Share ownership guidelines (trustees: 5× annual cash retainer), hedging/pledging prohibited for NEOs and hedging prohibited for trustees, updated clawback policy adopted in 2023 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned in Cash | $110,000 | Annual cash/committee retainers earned 1/1/2024–12/31/2024 |
| Share Awards (LTIP Units) | $122,570 | Annual equity grant (LTIP Units), ASC 718 fair value (includes May 2024 LTIP book‑up modification) |
| Total | $232,570 | Sum of cash and share awards |
Committee retainer schedule (additional to Board retainer):
- 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 .
Elective equity in lieu of cash: In 2024, he received 8,870 LTIP Units issued in lieu of certain Board/committee cash retainers for the 2023–2024 service year .
Performance Compensation
- Non-employee trustee pay at JBGS is retainer-based (cash and LTIP Units). The proxy discloses no performance-based metrics tied to director compensation; performance equity programs (e.g., AO LTIP Units, NOI-based LTIPs) apply to executives, not trustees .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| CoStar Group, Inc. | Real estate information/analytics | Director; Audit; Nominating & Governance | No JBGS-related transactions disclosed with CoStar; no interlocks reported under SEC rules . |
Expertise & Qualifications
- Audit/finance: Audit Committee Financial Expert; decades of capital allocation and audit oversight experience .
- Real estate: 50+ years across investment, development, and operations in commercial and residential real estate .
- Legal training: J.D. and early DOJ experience support compliance/governance rigor .
- Public board experience: Longstanding service at CoStar (Audit and Nominating & Governance committees) .
Equity Ownership
| Beneficial Ownership (as of Feb 25, 2025) | Amount | % of Common Shares | % of Common + OP/LTIP Units |
|---|---|---|---|
| Total Common Shares and OP Units | 540,088 | <1% | <1% |
Holdings breakdown and related details:
- 485,189 vested OP Units; 54,899 vested LTIP Units convertible into OP Units within 60 days; excludes 74,712 OP Units held via an LLC for certain trusts, disclaimed by Glosserman .
- Outstanding awards (as of Dec 31, 2024): Formation Units 144,204; LTIP Unit awards 54,899 .
- Pledging/hedging: Company policy prohibits hedging by trustees; the proxy notes no pledging by any trustee except the Independent Chair (Stewart). No pledging disclosed for Glosserman .
- Ownership guidelines: Trustees must hold equity equal to 5× annual cash retainer (company assesses annually); individual compliance status not separately disclosed .
Governance Assessment
Strengths and positive signals
- Independence and expertise: Independent trustee, Audit Committee Financial Expert, and active Audit Committee member; co-signed 2024 Audit Committee Report, indicating direct oversight of audit integrity, internal controls, and auditor independence .
- Engagement: Met or exceeded the Company’s attendance threshold; all trustees attended the Annual Meeting; Audit Committee met quarterly in 2024 .
- Alignment: Receives a balanced cash/equity director pay mix; elected to take LTIP Units in lieu of some cash retainers, improving alignment with shareholders .
- Risk policies: Robust governance framework (ownership guidelines; hedging/pledging restrictions; clawback policy) supports investor-aligned oversight .
Watch items and potential conflicts
- Legacy ties to predecessor JBG: Long tenure as JBG Managing Partner and current holdings of OP/LTIP Units can raise related-party optics; however, JBGS maintains a formal related party transactions policy overseen by the Governance & Nominating Committee. No Glosserman-specific related-party transactions were disclosed .
- Third-party management to legacy funds: JBGS earned ~$13.0 million in 2024 from management subcontracts with JBG Legacy Funds and the WHI Impact Pool; while not tied to him individually, it underscores the importance of rigorous recusal and committee oversight on any matters with potential legacy-fund touchpoints .
- Shareholder sentiment: 2024 Say‑on‑Pay support fell to ~67%; while targeted at NEO pay (and the Board has responded with program changes), sustained investor scrutiny of compensation/governance could persist. As an Audit Committee member, Glosserman is not on the Compensation Committee, but overall Board responsiveness remains a governance consideration .
RED FLAGS
- None disclosed specific to Glosserman regarding low attendance, pledging, hedging, or related‑party transactions. The only pledge disclosure pertains to the Independent Chair (Stewart) and not to Glosserman .