Steven A. Museles
About Steven A. Museles
Steven A. Museles, 62, is Chief Legal Officer and Corporate Secretary of JBG SMITH (since formation in 2017). He previously served as CLO/CCO at Alliance Partners (2013–Mar 2017), held multiple roles at CapitalSource including Co-CEO and Director, and was a corporate/securities partner at Hogan Lovells; he served on the board of Revolution Acceleration Acquisition Corp (Dec 2020–Jul 2021). He holds a BA from the University of Virginia and a JD from Georgetown University Law Center . Company-level performance context during his tenure (useful for alignment analysis): 2024 Operating Portfolio NOI was $287.2M; the 5-year $100 TSR track stood at $47.23 for JBGS vs $76.95 for the FTSE Nareit Equity Office Index, and GAAP net loss in 2024 was $(177.8)M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alliance Partners (credit-focused asset manager) | Chief Legal Officer & Chief Compliance Officer | Aug 2013 – Mar 2017 | Built legal/compliance infrastructure for credit platform |
| CapitalSource Inc. (NYSE: CSE) | Director; Co-CEO; Chief Legal Officer & Secretary | Prior to 2013 (years not specified) | Executive leadership at specialty finance company; public company governance |
| Hogan Lovells | Partner (corporate & securities law) | Prior to CapitalSource (years not specified) | Led transactional and public company advisory practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Revolution Acceleration Acquisition Corp (NASDAQ: RAAC) | Director | Dec 2020 – Jul 2021 | SPAC board service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 400,000 |
| Target Bonus (% of salary) | 100% (contractual) | 100% (contractual) | 100% (contractual) |
| Actual Annual Bonus ($) | 600,000 | 600,000 | 492,000 (after 10% negative discretion on program) |
| Other Compensation ($) | 9,150 | 9,900 | 11,714 |
Notes:
- Base salary remained unchanged through 2025 at $400,000 .
- 2024 NEO bonus funding scored 133% of target on objectives but was cut to 123% via Compensation Committee discretion; Museles’ payout was $492,000 .
Performance Compensation
Annual Cash Incentive (STIP) – 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Operating Portfolio NOI ($M) | 30% | 255.0 | 265.0 | 275.0 | 287.2 | Maximum |
| Assets Sold/Recapitalized ($M) | 20% | 200.0 | 300.0 | 500.0 | 373.7 | Above Target |
| New Office Leases (SF) | 15% | 140k | 240k | 340k | 324k | Above Target |
| Lease-up (The Grace & Reva units) | 5% | 375 | 425 | 475 | 552 | Maximum |
| Development Objectives (4 items) | 20% | 2 objs | 3 objs | 4 objs | 3 met; 1 unmet | Target |
| Sustainability Scorecard (pts) | 10% | 15 | 19 | 23 | 24 | Maximum |
| Total STIP Funding | — | — | — | — | 133% calc.; 123% after discretion | 123% of target |
- Committee applied 10% negative discretion given share price performance in 2024, reducing aggregate NEO bonus pool by $270,000 .
Equity Incentives – 2024 Grants and Key Terms
| Award Type | Grant Date | Units (Museles) | Grant Date Fair Value ($) | Vesting / Performance Terms |
|---|---|---|---|---|
| Time-Based LTIP Units | Jan 2, 2024 | 37,181 | 597,499 | 25% annually on each Jan 2, 2025–2028 (service-based) |
| AO LTIP Units (Appreciation-Only; option-like) | Jan 2, 2024 | Up to 157,651 (max) | 597,497 | Participation threshold 110% of grant price ($18.93); term 10 yrs; earned shares modified ±25% by 3-yr relative TSR vs FTSE Nareit Equity Office Index ≥$400M; 50% vests at determination (after 3 yrs) and 50% on Jan 2, 2028, subject to continued employment |
Additional equity context:
- 2022 AO LTIP awards earned at target (80% of max) on relative TSR for the 3 years ended Jan 3, 2025, but option “in-the-money” realization depends on price above thresholds (see “Insider selling pressure”) .
- One-time LTIP Unit “book-up” modification (May 30, 2024) lowered the income tax book-up price to $13.84; impacted 60,269 of Museles’ LTIP Units with an incremental accounting fair value of $112,821 and added a two-year holding requirement; no change to participation thresholds, quantities, or vesting of AO LTIP awards .
Multi-Year Reported Compensation (SCT)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 400,000 | 400,000 | 400,000 |
| Bonus (Cash/LTIP election) | 600,000 | 600,000 | 492,000 |
| Share Awards (Grant Date Fair Value) | 944,976 | 944,983 | 1,307,816 |
| Other Comp | 9,150 | 9,900 | 11,714 |
| Total | 1,954,126 | 1,954,883 | 2,211,530 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 25, 2025) | 72,722 total (5,877 common shares; 66,845 vested LTIP Units convertible to OP Units within 60 days) – <1% of common shares and of common+OP/vested LTIP total |
| Unvested equity | 125,796 Time-Based LTIP Units remain subject to vesting or book-up; performance-based awards outstanding per tables – |
| 2024 vested awards | 18,098 LTIP Units vested; value realized $301,273 |
| Hedging/pledging | Company policy prohibits hedging or pledging by NEOs; no pledging reported for Museles (only Chair Stewart pledged OP Units) |
| Ownership guidelines | Other executive officers required to hold ≥3x base salary; five-year compliance window; evaluated annually |
| Insider selling pressure | LTIP Units granted in lieu of bonuses are non-redeemable for two years after grant (limits near-term liquidity) |
Insider exercise pressure: As of 12/31/2024, AO LTIP Units from 2022 ($32.30), 2023 ($20.83), and 2024 ($18.93) had no ascribed value at $15.37 stock price; thus AO LTIPs were out-of-the-money, reducing near-term selling incentive .
Employment Terms
| Provision | Standard | Change-in-Control (Double Trigger) |
|---|---|---|
| Cash severance | 1x (base salary + target bonus) | 3x (base salary + target bonus) |
| Bonus | Pro rata (actual performance) | Pro rata (target) |
| Health care continuation | 18 months | 24 months |
| Equity treatment | Time-based equity vests; performance-based vests pro rata for next vesting tranche if earned | All unvested equity vests |
| Triggers | Without Cause/for Good Reason | Without Cause/for Good Reason within 2 years following a Change in Control (double trigger) |
| Definitions | “Cause,” “Good Reason,” “Change in Control” defined in agreement – | |
| Clawback | Incentive comp recovery policy compliant with SEC/NYSE rules | |
| 280G gross-ups | None (no excise tax gross-ups) | |
| Restrictive covenants | Non-compete/non-solicit, confidentiality, etc. |
Estimated payouts (12/31/2024 basis): A Change-in-Control cash-out of awards (no termination) would settle unvested time-based and performance-based equity for cash at $15.37; for Museles, that scenario totaled $2,720,722 in equity cash settlement (no AO LTIP value because thresholds exceeded price) .
Performance & Track Record
- 2024 operating highlights relevant to incentive goals: Operating Portfolio NOI of $287.2M (above target), $373.7M dispositions/recaps, 324k SF new office leases, and rapid lease-up at The Grace & Reva (552 units leased by year-end) .
- Capital allocation: 10.9M shares repurchased at $15.60 avg in 2024; cumulative since 2020: 56.8M shares (~38%) for $1.1B at $19.87 avg .
- Shareholder feedback: 2024 Say-on-Pay received ~67% support; in response, 2025 plan increases performance-based equity mix to 60%, adds 3-year NOI performance LTIP, tightens STIP rigor, and shortens AO LTIP measurement period to 5 years going forward .
Compensation Structure Analysis
- Cash vs equity mix: Heavy equity orientation; 2024 SCT shows equity grant value ($1.31M) exceeding cash elements for Museles . Committee also allows bonus-to-equity elections (not utilized by Museles in 2024) with 2-year non-redeemable period enhancing alignment .
- Metric design: STIP diversified across NOI, capital recycling, leasing, lease-up, development milestones, and ESG; 2025 introduces 3-year NOI Performance-Based LTIP to better reflect strategy progress beyond TSR – .
- Repricing/modifications: 2024 LTIP “book-up” modification for tax basis (to $13.84) added a two-year holding requirement; Company states it did not change economic value or quantities; AO LTIPs not repriced .
- Governance levers: No 280G gross-ups; clawback policy in place; hedging/pledging prohibited for NEOs; ownership guidelines at 3x salary for executives .
Risk Indicators & Red Flags
- Say-on-Pay softness at ~67% (below prior years) prompted program changes—watch for 2025 vote improvement .
- AO LTIP Units are out-of-the-money at 12/31/2024, limiting near-term equity monetization (reduces selling pressure but may dampen realized pay) .
- No pledging reported for Museles; broader policy prohibits NEO hedging/pledging (alignment positive) .
Equity Ownership & Detail Snapshot (as of 12/31/2024–2/25/2025)
| Category | George L. Xanders (reference for format) | Steven A. Museles |
|---|---|---|
| Time-Based LTIP Units unvested (#) | 49,782 (2024 grant) | 37,181 (2024 grant) |
| AO LTIP Units outstanding (target-base) (#) | 168,865 (2024), 123,324 (2023), 90,090 (2022) | 126,121 (2024 target-base), 101,340 (2023 target-base), 85,134 (2022 target-base) |
| Vested OP/LTIP Units convertible within 60 days | 310,868 (various) | 66,845 vested LTIP; 5,877 common shares |
| Shares/Units pledged | None disclosed | None disclosed |
Note: AO LTIP Units have participation thresholds of 110% of grant prices and 10-year terms; relative TSR modifiers apply; 2022 awards earned at 80% of max on relative measure but remained out-of-the-money at $15.37 .
Employment Terms (Quantification Examples at 12/31/2024)
| Scenario | Cash Severance | Bonus | Healthcare | Equity |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (no CIC) | $800,000 | $492,000 pro rata (assumes full-year basis) | $28,072 | Time-based vest; pro rata next tranche for performance awards if earned |
| Termination w/o Cause or for Good Reason (within 2 yrs post-CIC) | $2,400,000 | $400,000 pro rata target | $37,429 | Full vesting of all awards |
| CIC (no termination) – Committee cash settles | — | — | — | $2,720,722 (cash settlement) |
Investment Implications
- Alignment: Strong long-term alignment via sizable equity weighting, 2-year lockups on LTIP-in-lieu awards, and strict anti-hedging/pledging policy; Museles’ ownership is modest in % terms (<1%), but mandatory ownership guidelines (3x salary) and ongoing vesting increase exposure over time .
- Pay-for-performance: STIP is balanced and achieved robust results in 2024, but Committee exercised negative discretion given share price—signals sensitivity to absolute returns; 2025 shift to 3-year NOI performance LTIP should reduce TSR-only cyclicality risk and focus management on operating value creation .
- Retention and selling pressure: AO LTIPs are currently out-of-the-money and LTIP-in-lieu awards are non-redeemable for two years, reducing near-term insider selling pressure; double-trigger 3x severance under CIC provides retention but also creates potential deal-related payouts .
- Governance watchpoints: 2024 Say-on-Pay at ~67% is a caution flag; monitor whether 2025 design changes (more performance equity, NOI LTIP, tighter STIP) restore support and tie realized pay more tightly to operating milestones and shareholder outcomes .
Sources: JBGS 2025 DEF 14A (published Mar 12, 2025) — Executive officer roster, biography, compensation program, 2024 STIP metrics/outcomes, 2024 equity grants and vesting terms, ownership, policies, and severance/CIC mechanics – – –.