William J. Mulrow
About William J. Mulrow
William J. Mulrow, age 69, has served as an Independent Trustee of JBG SMITH since 2017 and currently chairs the Corporate Governance and Nominating Committee; he is a senior advisor to Blackstone (since May 2017) and a director at Consolidated Edison (since November 2017) and Titan Mining (since 2018) . He holds a B.A., cum laude, from Yale University and an M.P.A. from Harvard Kennedy School; his biography emphasizes three decades of experience in business, government, and politics and confirms his independence status at JBGS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of New York (Governor’s Office) | Secretary to Governor Andrew M. Cuomo | Jan 2015 – Apr 2017 | Senior executive role overseeing policy and administration |
| Blackstone | Senior Managing Director | Apr 2011 – Jan 2015 | Leadership in alternative asset management; prior and subsequent advisory roles |
| Blackstone | Senior Advisor | May 2017 – present | Ongoing advisory capacity |
| Paladin Capital Group; Citigroup; Rothschild; DLJ | Senior positions | Various | Financial markets and investment banking expertise |
| Harvard Kennedy School Taubman Center (Advisory Board) | Member | Various | Public policy and state/local governance expertise |
| Syracuse University Maxwell School (Board) | Member | Various | Public affairs and governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Scope |
|---|---|---|---|
| Consolidated Edison, Inc. (NYSE: ED) | Director | Nov 2017 – present | Safety, Environment, Operations and Sustainability; Finance; Management Development & Compensation |
| Titan Mining Corporation (TSX: TI) | Director | Oct 2018 – present | Board member |
| Arizona Mining Inc. (TSX: AZ) | Director | Jun 2017 – Jun 2018 | Board member until acquisition |
Board Governance
- Committee assignments: Chair, Corporate Governance and Nominating (current); previously served on Audit and Compensation committees, evidencing broad governance coverage .
- Independence: Designated “Independent Trustee” across JBGS proxies and committee rosters; standing committees are composed exclusively of independent trustees per NYSE and SEC rules .
- Attendance: In 2023, every trustee attended all Board and committee meetings; prior years disclose at least 75% attendance for all trustees (Mulrow included) .
- Governance roles: Corporate Governance & Nominating responsibilities include director nominations, related-party transaction review, ESG oversight, and board self-evaluation; Audit and Compensation charters emphasize risk oversight and remuneration practices .
- Board leadership: CEO and Chairman roles are separate; executive sessions are held at each Board meeting, consistent with Corporate Governance Guidelines .
Fixed Compensation
- Structure: Non-employee trustees receive an annual cash retainer (historically $100,000), plus committee chair/member fees: Audit ($25,000 chair; $10,000 member), Compensation ($15,000; $5,000), Corporate Governance & Nominating ($15,000; $5,000); new trustees receive a $100,000 initial equity award .
| Metric | 2018 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fees Earned in Cash – Mulrow ($) | $115,000 | $115,000 | $115,000 | $115,000 | $115,000 |
| Committee Fee Detail (policy) | See fee schedule | See fee schedule | See fee schedule | See fee schedule | See fee schedule |
Notes: 2024 cash equals base ($100,000) + committee chair ($15,000) for Corporate Governance & Nominating .
Performance Compensation
- Form: Annual equity grants in LTIP Units (fully vested at grant), plus optional election to receive some or all cash retainer as fully vested LTIP Units; 2024 included fair value adjustments for LTIP book-up modification .
| Metric | 2018 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Share Awards – Mulrow ($) | $79,423 | $99,978 | $99,986 | $99,994 | $118,980 (incl. LTIP book-up) |
| LTIP Units in lieu of Cash (#) | n/a | 4,370 | 2,751 | 2,544 | — (no election) |
| Vesting | Fully vested at grant | Fully vested at grant | Fully vested at grant | Fully vested at grant | Fully vested at grant |
Other Directorships & Interlocks
| Type | Company | Overlap/Interlock Detail |
|---|---|---|
| External public boards | Consolidated Edison (ED) | Multiple committee memberships (finance, sustainability, compensation); no apparent direct business overlap with JBGS Office REIT . |
| External public boards | Titan Mining (TI) | Natural resources company; no direct client/supplier relationship with JBGS disclosed . |
| Legacy designation | Vornado Board Designee (2017–2019 governance transition) | Time-limited equal committee composition with Vornado/JBG designees until July 18, 2019; structure now elapsed . |
Expertise & Qualifications
- Finance and policy: Senior roles at Blackstone, Citigroup, Rothschild, DLJ; governance advisory roles at Harvard Kennedy School and Syracuse Maxwell indicate public policy and oversight expertise .
- Industry exposure: Alternative asset management and public utility board experience contribute to risk oversight and compensation governance skills .
- Education: BA, Yale (cum laude); MPA, Harvard Kennedy School .
Equity Ownership
- Beneficial ownership and units: No pledging reported for trustees (except Stewart); hedging by trustees prohibited under Insider Trading Policy; directors must hold at least 5× annual cash retainer within five years under Share Ownership Guidelines .
| Date (Record) | Beneficial Ownership – Mulrow (Common + OP Units) | % of Common Shares | % of Common + OP Units |
|---|---|---|---|
| Mar 15, 2018 | — (no reportable beneficial total) | * | * |
| Mar 2, 2020 | 12,071 | * | * |
| Mar 8, 2021 | 12,071 | * | * |
| Feb 28, 2022 | 20,241 | * | * |
| Feb 28, 2023 | 20,241 | * | * |
| Feb 25, 2025 | 50,756 | * | * |
| Date (Year-end) | LTIP Units Outstanding – Mulrow (#) |
|---|---|
| Dec 31, 2018 | 9,315 |
| Dec 31, 2021 | 23,764 |
| Dec 31, 2022 | 31,299 |
| Dec 31, 2023 | 42,692 |
| Dec 31, 2024 | 50,756 |
Ownership policy and restrictions: Trustees must hold equity equal to 5× annual cash retainer; hedging prohibited (trustees); pledging/margin use prohibited for executive officers, and hedging prohibited for trustees under evolving policy language .
Governance Assessment
- Strengths: Independent status; consistent committee leadership (Chair, Corporate Governance & Nominating); full attendance in 2023; prior Audit and Compensation service enhances financial oversight and pay governance credibility .
- Alignment: Regular annual LTIP equity grants; LTIP elections in prior years and growing LTIP holdings; share ownership guidelines support director alignment; no pledged shares disclosed for Mulrow .
- Compensation structure: Cash retainer stable; committee chair fee clearly defined; equity grant fair value elevated in 2024 due to LTIP book-up mechanics rather than guaranteed pay escalation .
- Related-party oversight: As Governance Chair, oversight includes related-party transactions; company discloses management subcontracts (Legacy Funds) but no Mulrow-specific related-party arrangements disclosed .
- RED FLAGS: Historical Vornado designee status (formation era) could signal legacy influence, but time-limited governance provisions expired in 2019; no hedging/pledging issues or director-specific related-party transactions identified for Mulrow .
Fixed Compensation (Detail)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 (paid in arrears) |
| Committee chair fees | Audit $25,000; Compensation $15,000; Corporate Governance & Nominating $15,000 |
| Committee member fees | Audit $10,000; Compensation $5,000; Corporate Governance & Nominating $5,000 |
| Initial director equity (new trustees) | $100,000 |
Performance Compensation (Detail)
| Equity Instrument | Grant Mechanics | Vesting | Notes |
|---|---|---|---|
| LTIP Units (annual) | Granted annually; fair value per ASC 718 | Fully vested at grant | Trustees may elect LTIPs in lieu of cash; 2024 reflected LTIP book-up modification |
| LTIP Units (in lieu of cash) | Optional election | Fully vested at grant | Mulrow elected in 2021–2023; no election in 2024 |
Say-on-Pay & Shareholder Feedback (Context)
- Annual say-on-pay received shareholder approval in 2018, 2019, 2020, and 2021, reflecting general investor support for compensation programs; 2021 votes: For 108,262,632; Against 10,923,599; Abstentions 329,621 .
- 2019 and 2018 say-on-pay approvals also passed with strong majorities, and 2018 shareholders selected annual frequency for say-on-pay .
Related Party Transactions (Company Policy and Context)
- Policy requires disclosure and approval/ratification by the Corporate Governance & Nominating Committee or Board; 2023 disclosed management subcontracts to Legacy Funds with ~$21.3mm fees; no Mulrow-specific related-party transactions disclosed .
Director Compensation (Recent Years – Mulrow)
| Year | Cash Fees ($) | Share Awards ($) | Total ($) |
|---|---|---|---|
| 2018 | $115,000 | $79,423 | $194,423 |
| 2021 | $115,000 | $99,978 | $214,978 |
| 2022 | $115,000 | $99,986 | $214,986 |
| 2023 | $115,000 | $99,994 | $214,994 |
| 2024 | $115,000 | $118,980 | $233,980 |
Committee Assignments (History)
| Year | Audit | Compensation | Corporate Governance & Nominating |
|---|---|---|---|
| 2018–2019 | Member | Member | — (not chair) |
| 2021 | Member | Member | — |
| 2023–2025 | — | — | Chair |
Insider Trades
- No Form 4 transactions are disclosed in proxy excerpts for Mulrow; if desired, we can retrieve the latest Form 4 activity and current ownership via the insider-trades skill .