Scott A. Estes
About Scott A. Estes
Independent trustee of JBG SMITH since 2017; age 54; current Audit Committee Chair and designated audit committee financial expert. Former EVP and CFO of Welltower Inc. (2009–2017) with prior experience as Senior Equity Analyst/Vice President at Deutsche Bank Securities (2000–2003); B.A. from the College of William & Mary. Determined independent under NYSE/SEC rules, with additional board roles at Essential Properties Realty Trust and American Healthcare REIT, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welltower Inc. (NYSE: WELL/HCN) | EVP & Chief Financial Officer | Jan 2009 – Oct 2017 | Oversaw financial reporting, capital raising/allocation, corporate finance/accounting, IR, FP&A, tax, legal, internal audit, investment strategy |
| Welltower Inc. | Joined company (pre-CFO) | Apr 2003 – Dec 2008 | Senior finance leadership prior to CFO appointment |
| Deutsche Bank Securities | Senior Equity Analyst & Vice President | Jan 2000 – Apr 2003 | Sell-side equity research leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Essential Properties Realty Trust (NYSE: EPRT) | Chairman of the Board; Chairman, Audit Committee; Member, Compensation Committee | Since Jun 2018 | Audit (Chair), Compensation (Member) |
| American Healthcare REIT, Inc. (NYSE: AHR) | Director; Chairman, Audit Committee | Since Aug 2022 | Audit (Chair) |
Board Governance
- Committee assignments: Audit Committee Chair at JBGS; identified by the Board as an “audit committee financial expert.”
- Audit oversight: Audit Committee met four times in 2024; issued the Audit Committee Report recommending inclusion of audited financials and reappointment of Deloitte; signed by Estes (Chair), Glosserman, Shuman.
- Independence and structure: Nine of ten trustees independent; all Audit, Compensation, and Corporate Governance & Nominating members are independent; executive sessions held at each Board meeting under the non-executive Chairman.
- Attendance and engagement: Board held four meetings in 2024; each trustee attended at least 75% of Board/committee meetings; all ten trustees attended the 2024 Annual Meeting.
- Ownership alignment: Trustees must own JBGS securities equal to at least 5× their annual cash retainer. Hedging by trustees is prohibited; pledging prohibited for NEOs (and none pledged by trustees except Robert A. Stewart).
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned in Cash | $125,000 |
| Equity Awards (LTIP Units; fair value) | $133,667 |
| Total | $258,667 |
| Committee Role | Annual Retainer (USD) |
|---|---|
| Audit Committee Chair (Estes) | $25,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member | $5,000 |
| Corporate Governance & Nominating Chair | $15,000 |
| Corporate Governance & Nominating Member | $5,000 |
Notes:
- Trustees may elect to receive any portion of annual retainer in equity. All new trustees receive a $100,000 equity award upon initial election.
Performance Compensation
| Equity Detail (2024) | Metric |
|---|---|
| LTIP Units received in lieu of board/committee cash retainers (service period 2023→2024 AM) | 10,080 units |
| Outstanding LTIP Unit awards (as of Dec 31, 2024) | 81,556 units |
| 2024 equity awards reported (fair value; includes LTIP Unit book-up modification effect) | $133,667 |
Additional context:
- In May 2024, the Compensation Committee implemented a one-time LTIP Unit “book-up” modification for employees and trustees to adjust the income tax book-up price; no repricing or change in unit count; added two-year holding; director equity grant values reflect the accounting impact of this modification.
No stock options or option repricing for trustees were disclosed; equity compensation is primarily through LTIP Units tied to service, with trustees able to elect equity in lieu of cash retainers.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Notes |
|---|---|---|
| Essential Properties Realty Trust (EPRT) | Net-lease REIT | Distinct business model/geography vs JBGS’s DC-focused mixed-use portfolio; no related-party dealings disclosed with JBGS. |
| American Healthcare REIT (AHR) | Healthcare real estate | Distinct asset class focus; no related-party transactions disclosed with JBGS. |
- Compensation Committee Interlocks: JBGS disclosed no interlocks or insider participation within its Compensation Committee in 2024.
Expertise & Qualifications
- Designated audit committee financial expert; deep CFO-level experience in public REIT financial reporting, capital markets, and internal controls.
- Public markets governance: Active audit leadership roles at two other public REITs (EPRT, AHR).
Equity Ownership
| Holder | Common Shares | Vested LTIP Units Convertible to OP Units (≤60 days) | Total Beneficial Ownership | % of Common Shares | % of Common + OP Units |
|---|---|---|---|---|---|
| Scott A. Estes | 30,000 | 81,556 | 111,556 | <1% | <1% |
Additional ownership/controls:
- No pledging of JBGS shares by Estes; JBGS disclosed no pledging by any trustee except Robert A. Stewart.
- Trustees’ ownership expected to meet 5× cash retainer guideline, but individual compliance status is not disclosed.
Governance Assessment
- Strengths: Independent audit leadership; robust audit oversight cadence (four meetings) and formal report; financial expert designation supports effective controls and reporting; strong board-wide independence and executive session practice; director equity mix (~52% equity for 2024) helps align interests; hedging prohibited; ownership guidelines promote “skin in the game.”
- Signals to monitor: 2024 Say-on-Pay support dropped to ~67%, prompting program changes (shorter AO LTIP measurement, adding multi-year NOI-based performance LTIP, increasing performance equity weight, and adding holding requirements) — a broader governance signal on pay practices rather than an audit-specific issue.
- Potential red flags: The May 2024 LTIP Unit “book-up” modification (affecting trustees and NEOs) may draw investor scrutiny despite management’s assertion of no repricing or dilution; continued multi-board commitments for Estes require sustained attendance and engagement (JBGS reports at least 75% attendance and full AM presence).
- Related-party/transactions: No Estes-specific related-party transactions disclosed; JBGS has a formal related-party policy with committee/Board approval requirements.
Overall, Scott A. Estes brings strong audit and capital markets expertise with independent status and documented engagement, supporting investor confidence in financial oversight. Continued monitoring of company-wide pay design changes and equity award modifications is warranted for governance quality assessment beyond audit scope.