SEC Form DEF 14A filed by St. Joe Company

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Definitive Proxy Statement

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No fee required.

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1.

Elect five directors for a one-year term expiring at the 2025 annual meeting of shareholders or until his successor is elected and qualified.

2.

Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the 2024 fiscal year.

3.

Approve, on an advisory basis, the compensation of our named executive officers.

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Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

Q:

Who may attend the Annual Meeting and/or the tour?

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Who may vote at the Annual Meeting?

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How many votes do I have?

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What constitutes a quorum, and why is a quorum required?

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What is the difference between a shareholder of record and a beneficial owner?

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How do I vote?

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What am I being asked to vote on?

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Q:

What happens if additional matters are presented at the Annual Meeting?

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How many votes are needed to elect each director nominee (Proposal 1)?

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How many votes are needed to approve the ratification of Grant Thornton (Proposal 2)?

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How are votes counted for the advisory proposal regarding Say on Pay (Proposal 3)?

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What is the effect of the advisory vote on Proposal 3?

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What if I am a beneficial owner of shares and I do not give the nominee voting instructions?

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What if I sign and return my proxy without making any selections?

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What if I abstain from voting on a proposal?

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Can I change my vote after I have delivered my proxy?

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Written notice to our Corporate Secretary at The St. Joe Company, 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407;

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Executing and delivering to our Corporate Secretary a new proxy with a later date;

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Submitting a telephonic or Internet vote with a later date (only your last Internet or telephone proxy submitted prior to the meeting will be counted); or

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By voting at the Annual Meeting.

Q:

What does it mean if I receive more than one proxy card?

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Where can I find voting results of the Annual Meeting?

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Who will count and certify the votes?

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Who pays for the cost of proxy preparation and solicitation?

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Who should I call with other questions?

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Director independence (including our Policy Regarding Director Independence Determinations);

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Director diversity, qualifications, selection, responsibilities and tenure;

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Board structure;

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Director resignation policy;

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Director compensation; and

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Management succession.

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appointing our independent auditor, monitoring their performance, qualifications and independence;

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determining the compensation payable to the independent auditor;

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assisting the Board’s oversight of the quality and integrity of our financial statements;

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reviewing with management, its internal auditor and independent auditor, the quality, adequacy and effectiveness of our internal control over financial reporting;

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reviewing our policies and processes with respect to risk assessment and risk management, including with respect to assessment and management of data security and cybersecurity risks;

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establishing procedures for receiving complaints and confidential, anonymous employee submissions regarding accounting, internal accounting controls or auditing matters; and

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exercising an oversight role with respect to our internal audit function and reviewing with management our policies with respect to compliance with laws and regulations, including our Code of Business Conduct and Ethics (the “Code”).

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meets the independence requirements of the NYSE’s corporate governance listing standards;

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meets the enhanced independence standards for audit committee members required by the SEC;

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is financially literate, knowledgeable and qualified to review financial statements; and

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is free of any relationship that, in the opinion of the Board, may interfere with his or her exercise of independent judgment as an Audit Committee member.

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in consultation with senior management, establishing our general compensation philosophy, and overseeing the development and implementation of our compensation and benefits program;

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together with our other independent directors of the Board, setting the compensation of the CEO and our other executive officers;

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reviewing and approving performance goals and objectives, consistent with approved compensation plans, with respect to the compensation of the CEO and our other executive officers;

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reviewing and supervising the administration of our incentive compensation and equity-based plans that are subject to Board approval;

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reviewing our compensation policies and practices to determine if any risks arise from such policies and practices that are reasonably likely to have a material adverse effect on us;

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overseeing the Company’s human capital management;

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reviewing and overseeing the process regarding succession planning for senior management;

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reviewing and discussing the compensation and benefits of non-employee directors; and

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reviewing and discussing with management our Compensation Discussion and Analysis for inclusion in our proxy statement, annual report or other applicable SEC filings.

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meets the independence requirements, including the enhanced independence standards for CHC Committee members, of the NYSE’s corporate governance listing standards;

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satisfies the “Non-Employee Director” definition contained in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

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is free of any relationship that, in the opinion of the Board, may interfere with his exercise of independent judgment as a CHC Committee member.

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assisting the Board by establishing the criteria for the selection of directors, identifying individuals qualified to become members of the Board and recommending to the Board candidates to stand for election at the next annual meeting of shareholders;

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recommending committee assignments after consultation with the Chairman of the Board;

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evaluating the performance of current Board members in connection with determining the appropriateness of such members standing for re-election;

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assessing and reporting to the Board as to the independence of each director;

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annually reviewing the Board’s self-assessment process;

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developing and making recommendations to the Board with respect to a set of corporate governance guidelines applicable to us;

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determining whether to approve any requests by our directors or executive officers for exceptions to the Code;

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reviewing and approving, in advance, any related person transactions involving any Board member or any executive officer; and

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taking a leadership role in shaping our corporate governance.

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proven strength of character, mature judgment, objectivity, intelligence and the highest personal and business ethics, integrity and values;

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a reputation, both personal and professional, consistent with our image and reputation;

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sufficient time and commitment to devote to carrying out the duties and responsibilities of Board membership;

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an ability and willingness to serve on the Board for an extended period of time to develop knowledge about St. Joe’s businesses;

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financial knowledge and experience, including qualification as financially literate and as a financial expert defined by the SEC and NYSE; and

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independence, as defined by the SEC and NYSE, and a willingness to represent the best interests of all shareholders and observe the fiduciary duties that a director owes to the shareholders.

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interpersonal and leadership skills;

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a proven track record of excellence in their field of expertise; and

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significant business and professional expertise with high-level managerial experience in complex organizations, including large legal firms or accounting and finance, real estate, government, banking, educational or other comparable institutions.

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$125,000 for each non-employee director;

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an additional $25,000 for the Chairman of the Board;

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an additional $25,000 for the Chairman of the Governance Committee;

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an additional $25,000 for the Chairman of the CHC Committee; and

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an additional $25,000 for the Chairman of the Audit Committee.

(1)

Mr. Berkowitz waived his right to receive any compensation for his service on the Board in 2023.

(1)

These professional services included fees associated with (i) the audit of our annual financial statements (Form 10-K); (ii) reviews of our quarterly financial statements (Forms 10-Q); (iii) the audit of St. Joe’s internal control over financial reporting and attestation services in connection with St. Joe’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002. These amounts do not include reimbursement of expenses equaling $5,048 for 2023 and $6,303 for 2022. No other fees were billed by or paid to Grant Thornton in 2023 or 2022.

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Jorge L. Gonzalez, our President and CEO;

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Marek Bakun, our EVP and Chief Financial Officer;

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Elizabeth J. Walters, our SVP, Chief Legal Officer and Corporate Secretary; and

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Rhea Goff, our SVP and Chief Administrative Officer.

(1)

The amount reported reflects the aggregate grant date fair values of the RSAs granted in the respective year, determined in accordance with FASB ASC Topic 718.

(2)

The amount reported reflects the grant of 5,760 RSAs on February 21, 2023, pursuant to our 2015 Performance and Equity Incentive Plan. These RSAs will vest in three equal annual installments on February 21, 2024, 2025, and 2026, subject to Mr. Gonzalez’s continued employment. The amount reported also reflects the grant of 5,760 RSAs on February 21, 2023, pursuant to our 2015 Performance and Equity Incentive Plan. These RSAs will vest in full on January 24, 2030, subject to Mr. Gonzalez’s continued employment.

(3)

The amount reported reflects the grant of 4,919 RSAs on February 21, 2023, pursuant to our 2015 Performance and Equity Incentive Plan. These RSAs will vest in three equal annual installments on February 21, 2024, 2025, and 2026, subject to Mr. Bakun’s continued employment.

(4)

The amount reported reflects the grant of 4,160 RSAs on February 21, 2023, pursuant to our 2015 Performance and Equity Incentive Plan. These RSAs will vest in three equal annual installments on February 21, 2024, 2025, and 2026, subject to Ms. Walters’ continued employment.

(5)

The amount reported reflects the grant of 3,104 RSAs on February 21, 2023, pursuant to our 2015 Performance and Equity Incentive Plan. These RSAs will vest in three equal annual installments on February 21, 2024, 2025, and 2026, subject to Ms. Goff’s continued employment.

(6)

Amounts in this column for 2023 are detailed in the table below:

(a)

Represents 401(k) Company match.

(b)

Represents life insurance premiums paid by the Company on behalf of the NEOs, for coverage based on their base salaries up to a maximum of base salary of $300,000.

(1)

Reflects the aggregate grant date value of the RSAs, determined in accordance with FASB ASC Topic 718.

(1)

The RSAs granted February 21, 2023 and February 22, 2022 will vest into shares of common stock in three equal annual installments of each of the first through third anniversaries of the date of grant, subject to NEO’s continued employment. 5,760 of the RSAs granted to Mr. Gonzalez on February 21, 2023 will vest as described in footnote 2, rather than as described in this footnote 1.

(2)

5,760 of the RSAs granted February 21, 2023 to Mr. Gonzalez and all of the RSAs granted April 8, 2022 to Mr. Gonzalez will vest in full on January 24, 2030, subject to his continued employment.

(3)

Based on the closing price of the Company’s stock on December 29, 2023 ($60.18), the final trading day of fiscal year 2023.

(1)

The value realized on vesting is determined by multiplying the number of units vested by our closing stock price on the date the units vested. For 2023, units vested on February 22, 2023 and the closing stock price on that date was $44.62.

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salary continuation for a period of 12 months from the termination date; and

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payments equal to our portion of the cost of continued health and welfare benefits for an 18-month period from the termination date.

(1)

Pursuant to the terms of Mr. Bakun’s employment agreement, “cause” means termination due to (a) the executive’s continued failure to substantially perform the executive’s employment duties (other than any such failure resulting from the executive’s incapacity due to physical or mental illness) that are demonstrably willful and deliberate on the executive’s part and which are not remedied in a reasonable period of time after receipt of notice from St. Joe, (b) the willful engaging by the executive in illegal conduct or gross misconduct that causes financial or reputational harm to St. Joe, (c) the conviction of a felony or a guilty or nolo contendere plea by the executive with respect thereto, (d) the material breach by the executive of his employment agreement or any of St. Joe’s written policies, (e) the habitual abuse of narcotics or alcohol by the executive, (f) engaging in fraud in connection with the business of St. Joe or misappropriation of St. Joe’s funds or property, or (g) the executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by the employment agreement or the executive’s loss of any governmental or self-regulatory license that is reasonably necessary for the executive to perform his responsibilities.

(2)

Pursuant to the terms of Mr. Bakun’s employment agreement, “good reason” means the executive’s termination of the executive’s employment for any one or more of the following reasons without the executive’s express written consent: (a) a significant diminution in the executive’s position, authority, comparable duties or responsibilities, excluding for these purposes: (i) an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied by St. Joe within thirty (30) days after receipt of written notice thereof given by the executive as provided in the employment agreement, (ii) a change in the person to whom (but not the position to which) the executive reports, or (iii) the executive ceasing to be an executive officer subject to Section 16(b) of the Exchange Act; (b) a material failure by St. Joe to provide the compensation and benefits provided for in the employment agreement other than an isolated, insubstantial or inadvertent failure not occurring in bad faith that is remedied by St. Joe within thirty (30) days after receipt of notice thereof given by the executive pursuant to the employment agreement; (c) any purported termination by St. Joe of the executive’s employment otherwise than as expressly permitted by the employment agreement; or (d) any failure by St. Joe to cause successors of the Company to assume the Company’s obligations under the employment agreement.

(3)

Pursuant to terms of his employment agreement, Mr. Bakun is entitled to receive a continuation of health and welfare benefits for a period of 18 months following the date of termination without “cause” or for good reason.”

(1)

The percentages reported are based on 58,397,506 shares of common stock outstanding as of March 20, 2024. The percentages reported are also based any securities of which each person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

(2)

Based on information provided by Fairholme Capital and Mr. Berkowitz. For additional information on Mr. Berkowitz’s holdings, please see footnote 3 to the Common Stock Ownership by Directors and Executive Officers table below.

(3)

Based on a Schedule 13G/A filed by Blackrock, Inc. (“Blackrock”) on January 24, 2024, Blackrock has sole voting power with respect to 5,637,228 shares it beneficially owns and has sole dispositive power with respect to 5,722,442 shares it beneficially owns. Blackrock has shared voting power with respect to 0 shares it beneficially owns and shared dispositive power with respect to 0 shares it beneficially owns.

(4)

Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 13, 2024, Vanguard has sole voting power with respect to 0 shares it beneficially owns and has sole dispositive power with respect to 5,605,282 shares it beneficially owns. Vanguard has shared voting power with respect to 62,850 shares it beneficially owns and shared dispositive power with respect to 100,433 shares it beneficially owns.

(1)

Each director and executive officer listed has sole or shared voting and dispositive power over the shares listed.

(2)

The percentages reported are based on 58,397,506 shares of common stock outstanding as of March 20, 2024. The percentages reported are also based on any securities of which each person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. An “*” indicates less than 1% ownership.

(3)

19,228,724 of the 22,513,148 shares are directly owned by the Fairholme Fund and the Fairholme Allocation Fund, two series of Fairholme Funds, and managed by Fairholme Capital. Because Mr. Berkowitz, through his control of the sole member of Fairholme Capital, and in his capacity as the President of Fairholme Funds, has shared voting or dispositive power over all shares beneficially owned by Fairholme Capital, he may be deemed to have beneficial ownership of all of these shares.

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electronically by sending an e-mail to the following address: [email protected];

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in writing to the following address: Board of Directors, The St. Joe Company, 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407;

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or by telephone at (800) 571-4840.