Steven Roth Out as JBG SMITH’s Chairman of the Board
By Keith Loria May 14, 2021 10:12 am
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A week after offering to resign as chairman of JBG Smith (JBGS)’s board, Steven Roth is out at the Bethesda, Md.-based commercial real estate firm he helped found in 2017.
Yesterday, JBG Smith’s board voted to accept his resignation and named Robert Stewart, who was vice chairman, as his successor, the firm said in May 13 filing with the U.S. Securities and Exchange Commission. The news was first reported by the Washington Business Journal.
Roth, who also serves as chairman and CEO of Vornado Realty Trust (VNO), will find out his fate in that position on May 20 when his seat comes up for reelection.
“The Board believes Mr. Roth’s 48 years of experience in commercial and residential real estate investment, development, and operations, as well as his deep familiarity with the assets contributed by Vornado Realty Trust in connection with the formation of the company, make him an invaluable resource,” the filing noted. “The Board intends to request his advice and Mr. Roth has agreed to continue to be available to advise the Board and management, and the Board and management look forward to his continued guidance in his new role.”
Vornado was JBG SMITH’s largest shareholder at the beginning of the REIT’s IPO, owning approximately 3.25 percent of the company. Roth had chaired JBG SMITH’s board since 2017.
Roth’s departure comes after he offered to resign on April 29 after a majority of shareholders voted for his ouster during the REIT’s annual meeting, according to an April 29 SEC filing. Just over 90.7 million shareholders voted against Roth of the 119 million total votes, the filing said, which did not disclose who voted against Roth.
A report from Bisnow identified shareholders who voted against Roth in 2020 — including affiliates of two major institutional shareholders JPMorgan Chase and State Street Corp. Roth was approved with the lowest number of votes of any member in 2020. Among those against Roth last year were Goldman Sachs Trust III, John Hancock Funds, SPDR Index Shares Funds and Calvert Variable Products.
Meanwhile, large institutional shareholders Vanguard and BlackRock voted for the septuagenarian.
Shareholders may have been encouraged to vote against Roth because of his positions on other boards, which an Institutional Shareholder Services review of JBG Smith’s 2021 proxy pointed to as a reason Roth would be less effective as chairman of JBG Smith, the WBJ reported.
Aside from his roles at JBG Smith and Vornado, Roth is CEO and chairman of another REIT, Alexander’s Inc.; co-founder and managing partner of Interstate General Properties; and a trustee of Urban Edge Properties — a REIT that spun off Vornado in 2015. Roth was a part of former President Donald Trump’s Great American Economic Revival council, too, and was a key force in helping to bring about National Landing, home of Amazon’s HQ2 in Arlington, Va.
Roth’s age, at 79 years old, may also have been a factor, along with the pandemic’s negative impact on publicly traded REITs in general, the WBJ reported.
With additional reporting by Celia Young.
UPDATE: This story has been updated since publication to include information on the April 29th shareholder vote and on JBG SMITH’s May 13th regulatory filing.
