Phyllis R. Caldwell
About Phyllis R. Caldwell
Independent trustee of JBG SMITH since 2021; age 65 as of the 2025 annual meeting. Caldwell is a former Chief of the Homeownership Preservation Office at U.S. Treasury (TARP foreclosure prevention) and former President of Community Development Banking at Bank of America; currently Managing Member of Wroxton Civic Ventures advising on housing, finance, and economic development. She holds an MBA from the University of Maryland and a BA in Sociology from the University of Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Chief, Homeownership Preservation Office (TARP) | Nov 2009 – Dec 2011 | Oversaw housing stabilization, economic recovery, foreclosure prevention initiatives |
| Bank of America | President, Community Development Banking; prior leadership roles | ~1996 – 2007 | Led community development banking; retired 2007 |
| Wroxton Civic Ventures, LLC | Managing Member | Jan 2012 – present | Advisory services on financial, housing, economic development |
| City First Bank (NASDAQ: BYFC) | Director | Jan 2014 – Mar 2021 | Chair of Compensation; member of Executive, Governance, Business & Community Development Committees |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ocwen Financial Corporation (NYSE: OCN) | Director; former Chair | Director since Jan 2015; Chair Mar 2016 – Jan 2023 | Public company board leadership |
| OneMain Holdings, Inc. (NYSE: OMF) | Independent Director | Since Jun 2021 | Consumer finance |
| Oaktree Specialty Lending Corp (NASDAQ: OCSL) | Independent Director | Since Jan 2022 | Specialty lending BDC |
| Various non-profits | Director/Board roles | Ongoing | Housing and community development finance organizations |
Board Governance
- Independence: Board determined all trustees other than the CEO are independent; nine of ten trustee nominees are independent. Caldwell is listed as an independent trustee .
- Committee assignments: Corporate Governance and Nominating Committee member (committee oversees board governance, nominating processes, related-party transactions, and ESG oversight) .
- Attendance/Engagement: Board met 4 times in 2024; each trustee attended at least 75% of Board and committee meetings, and all 10 trustees attended the 2024 Annual Meeting. Executive sessions of independent trustees occurred at each Board meeting .
- Board leadership: Independent Chairman (Robert A. Stewart). Lead Trustee role not applicable given current leadership structure .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Fees earned in cash | $105,000 | Annual retainer plus any committee membership retainers; paid in arrears |
| Committee retainers (schedule) | Member: Audit $10,000; Compensation $5,000; Corporate Governance & Nominating $5,000 | Chair retainers: Audit $25,000; Compensation $15,000; Corporate Governance & Nominating $15,000 (company schedule) |
| Total 2024 trustee compensation | $214,442 | Sum of cash and share awards |
Notes:
- Trustees may elect to receive any portion of annual retainer in equity awards (LTIP Units) in lieu of cash .
Performance Compensation
| Equity Award | Grant detail (2024) | Value |
|---|---|---|
| Annual equity grant (LTIP Units) | LTIP Units granted to non‑employee trustees (annual equity retainer) | $109,442 (grant date fair value, includes 2024 LTIP “book‑up” modification effect) |
| LTIP Units received in lieu of cash | 6,350 LTIP Units | Issued in 2024 for the service period between the 2023 and 2024 annual meetings |
| Outstanding LTIP Units (as of 12/31/2024) | 40,646 | Trustee award inventory |
Additional context:
- In May 2024, the Compensation Committee amended the income-tax “book-up” price for certain LTIP Units (across employees and trustees) to $13.84 per share; no repricing, no change in number of units, vesting unchanged; added two-year holding requirement for impacted units. Trustee share award values reflect this modification .
Other Directorships & Interlocks
- Public company boards: Ocwen Financial (former Chair), OneMain Holdings, Oaktree Specialty Lending .
- No related-party transactions disclosed involving Caldwell with JBG SMITH; the Corporate Governance & Nominating Committee reviews related-party transactions under the Company’s policy .
Expertise & Qualifications
- Deep housing/finance expertise (Treasury HPO; Bank of America community development); extensive public company board experience; MBA (University of Maryland) .
- Corporate governance: Member of Corporate Governance & Nominating Committee, which oversees board evaluations, governance guidelines, related-party transactions, and ESG oversight .
Equity Ownership
| Holder | Beneficial ownership (as of 2/25/2025) | Percent of common shares | Percent of common+OP Units |
|---|---|---|---|
| Phyllis R. Caldwell | 40,646 (vested LTIP Units convertible to OP Units within 60 days) | <1% | <1% |
Alignment and risk indicators:
- Share ownership guidelines require trustees to hold equity equal to 5x annual cash retainer within 5 years; hedging by trustees prohibited under Insider Trading Policy. No pledged shares reported for Caldwell (only Robert A. Stewart has pledged shares among trustees/executives) .
Governance Assessment
- Strengths: Independent status; service on Corporate Governance & Nominating Committee tied to oversight of governance, director selection, board evaluation, related-party review, and ESG; consistent meeting attendance and participation in executive sessions indicate engagement. Equity retainer and LTIP holdings provide alignment with shareholders, and company policy prohibits hedging by trustees, reducing misalignment risk .
- Signals to monitor: 2024 say‑on‑pay support fell to ~67%, below historical norms; while primarily an executive pay issue, it signals broader investor scrutiny of compensation oversight. The Board/Comp Committee responded by increasing rigor (shorter AO LTIP performance periods, adding NOI-based performance LTIPs, raising performance-equity share and post‑vesting holding requirements), which should be monitored for effectiveness and investor reception in 2025–2027 cycles .
- Conflicts/Red flags: No disclosed related-party transactions tied to Caldwell; no pledging; director compensation structure uses standard retainers and equity grants typical for REITs. The May 2024 LTIP “book‑up” modification is noteworthy, but the proxy emphasizes no repricing or incremental dilution, and added holding requirements, mitigating common repricing concerns .