Robert A. Stewart
About Robert A. Stewart
Independent Chairman of the Board at JBG SMITH Properties (JBGS); age 63; trustee since 2017; Chairman since May 2021. Former Executive Vice Chairman of JBGS until July 2020; earlier, Managing Partner at JBG with leadership over investment, financing, dispositions, development planning, asset management, fundraising, and Executive/Investment Committees. Education: BA, Princeton University; MBA, The Wharton School (University of Pennsylvania). Qualifications cited by the company include extensive leadership and deep real estate investment and operations experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBG SMITH Properties | Executive Vice Chairman | 2017 – Jul 2020 | Senior leadership at formation; retired Jul 2020 |
| JBG (pre-2017 formation) | Managing Partner; Chair, Investment Committee; Member, Executive Committee | Feb 1988 – 2017 | Led acquisition, financing, dispositions; development planning; fundraising; executive oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gordon Road Capital (private equity real estate) | Chairman | Since 2020 | Focus on growth markets in U.S.; private firm (not disclosed as public board) |
Board Governance
- Role: Independent Chairman; presides at shareholder and board meetings; chairs executive sessions of independent trustees .
- Independence: Board determined 9 of 10 trustees are independent under NYSE/SEC rules; Stewart is listed as Independent Chairman .
- Committees: None (not currently serving on Audit, Compensation, or Corporate Governance & Nominating) .
- Attendance: Board held 4 meetings in 2024; each trustee attended at least 75% of Board and committee meetings; all 10 trustees attended the 2024 Annual Meeting .
- Shareholder engagement: Company conducted two governance roadshows with 12 one-on-one calls with top shareholders in 2024; broader quarterly engagement program .
- Ownership/Conduct policies: Trustees must hold at least 5x their annual cash retainer; hedging is prohibited for trustees; pledging prohibited for executive officers (trustee pledging not prohibited) .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Annual Cash Retainer (incl. any committee retainers) | $100,000 |
| Equity Awards (LTIP Units; ASC 718 fair value) | $115,111 (includes May 2024 LTIP book-up modification) |
| Total Director Compensation | $215,111 |
Notes:
- Annual LTIP grants are tied to one-year board service periods (from annual meeting to the next) .
- Certain trustees elect to receive cash retainers in LTIP Units; Stewart received 8,064 LTIP Units issued in 2024 in lieu of cash retainers for the 2023–2024 service period .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics tied to director compensation | None disclosed; director equity described as annual LTIP grants for service periods, not conditioned on financial/ESG metrics |
Other Directorships & Interlocks
| Company | Role | Public Company? | Committees/Notes |
|---|---|---|---|
| Gordon Road Capital | Chairman | No (private) | Real estate PE firm |
No other current public company directorships or disclosed interlocks for Stewart in the latest proxy .
Expertise & Qualifications
- Real estate investment, development, and operations across commercial and residential; decades of transaction and portfolio oversight .
- Leadership experience in executive and board roles; investment committee chair; executive committee member .
- Education: BA (Princeton); MBA (Wharton) .
Equity Ownership
| Metric | As of | Amount | % Ownership |
|---|---|---|---|
| Beneficial ownership (Common Shares and OP Units) | Feb 25, 2025 | 1,005,839 | 1.2% of common shares; 1.1% of all common shares and OP Units |
| Formation Units outstanding | Dec 31, 2024 | 148,247 | — |
| LTIP Units outstanding | Dec 31, 2024 | 207,284 | — |
| Shares pledged as collateral | — | Pledged (exception noted for Stewart) | RED FLAG |
| Director ownership guideline | — | ≥ 5x annual cash retainer | Policy requirement |
Notes:
- The company states that no shares beneficially owned by any executive officer or trustee, except Robert A. Stewart, have been pledged as security (pledging can be a governance red flag) .
- Hedging prohibited for trustees; pledging prohibited for executive officers (trustees may pledge per current policy disclosure) .
Governance Assessment
- Positives: Independent board leadership with separate CEO and Chairman; strong attendance; regular executive sessions chaired by Stewart; robust shareholder engagement practices; clear ownership and clawback policies .
- Concerns/Red Flags: Stewart’s shares are pledged as collateral, which can misalign incentives and elevate financing risk; prior executive role at JBGS (Executive Vice Chairman until July 2020) may raise perceived independence questions despite current independent classification .
- Alignment: Significant beneficial ownership and substantial legacy Formation/LTIP Units; trustee ownership guideline requires ≥5x cash retainer, but individual compliance status not explicitly disclosed in proxy .
Committee Assignments, Chair Roles, and Expertise
- Current committee memberships: None; board committees are fully independent, but Stewart is not listed as a member .
- Chair roles: Presiding Independent Chairman; chairs executive sessions .
- Expertise: Real estate investment and operations; long-term firm-specific knowledge; governance oversight from chair position .
Independence, Attendance, and Engagement
- Independence: Designated Independent Chairman; board majority independent (9 of 10) .
- Attendance: ≥75% meeting attendance; full annual meeting participation .
- Engagement: Governance roadshows and extensive investor interactions (company-level) .
Director Compensation Mix and Ownership Alignment
- 2024 mix: Cash $100,000; Equity (LTIP Units) $115,111; total $215,111; annual LTIP grants aligned to service periods .
- Ownership: 1,005,839 Common/OP Units; legacy Formation/LTIP positions indicate long-term economic exposure; pledging detracts from alignment quality .
Potential Conflicts or Related-Party Exposure
- Prior executive tenure could create perceived familiarity bias; no specific related-party transactions disclosed in cited sections for Stewart .
- Pledging of shares is a governance red flag due to potential forced selling risk during market stress .
Additional Board Governance Context
- Board structure: Separate CEO and Independent Chairman since May 2021; executive sessions at each board meeting; all committees independent .
- Policies: Ownership guidelines (trustees ≥5x cash retainer); anti-hedging (trustees); clawback policy compliant with SEC/NYSE; opted out of Maryland anti-takeover statutes; no poison pill .
Fixed Compensation
| Year | Cash Retainer | Equity Award (ASC 718) | Total |
|---|---|---|---|
| 2024 | $100,000 | $115,111 | $215,111 |
Note: LTIP Unit awards correspond to one-year board service periods; some trustees receive cash retainer in LTIP Units; 8,064 LTIP Units issued to Stewart in 2024 in lieu of cash retainers for the 2023–2024 period .
Performance Compensation
| Category | Details |
|---|---|
| Director performance-conditions | Not disclosed; annual LTIP grants are service-based, not tied to KPIs (e.g., TSR, revenue, ESG) in director compensation section |
Other Directorships & Interlocks
| Organization | Type | Role | Notes |
|---|---|---|---|
| Gordon Road Capital | Private | Chairman | No public company interlock disclosed |
Expertise & Qualifications
- Real estate transaction leadership; investment committee chairmanship; executive oversight experience .
- Education: Princeton (BA); Wharton (MBA) .
Equity Ownership
| As-of Date | Beneficial Ownership (Common + OP Units) | % Common Shares | % Common + OP Units |
|---|---|---|---|
| Feb 25, 2025 | 1,005,839 | 1.2% | 1.1% |
| As-of Date | Formation Units Outstanding | LTIP Units Outstanding |
|---|---|---|
| Dec 31, 2024 | 148,247 | 207,284 |
Pledging: Stewart’s shares are pledged as security (exception among trustees/executives) .
Governance Assessment
- Effectiveness: Independent Chair structure supports oversight; consistent attendance and executive sessions strengthen independent governance .
- Risks: Share pledging is a material governance red flag; prior executive role could raise independence optics despite formal designation .
- Investor confidence signals: Clear ownership/clawback/anti-hedging policies; regular investor engagement; no poison pill; opted out of Maryland anti-takeover statutes .
- Net view: Strong board leadership and independence processes, but pledging by the Chair merits investor monitoring and engagement on policy and risk mitigation .