SEC Form DEF 14A filed by St. Joe Company

It is my pleasure to invite you to attend The St. Joe Company’s Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held on May 13, 2025, at 9:00 am, Central Daylight Time, at the Embassy Suites by Hilton Panama City Beach Resort, 16006 Front Beach Road, Panama City Beach, FL 32413. At the meeting, you will be asked to:

Only shareholders of record as of the close of business on March 19, 2025 may vote at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, please vote by Internet, telephone or mail, in each case by following the instructions in our proxy statement.

In addition, following the conclusion of the Annual Meeting, we will be hosting a driving tour of some of our Northwest Florida properties for shareholders who attend the Annual Meeting. The tour will begin at approximately 1:00 pm, Central Daylight Time on May 13, 2025. Space for the tour is limited and advanced registration is required. Please email us at [email protected] no later than April 28, 2025 to reserve your seat for the tour or to request additional details regarding the tour.

We look forward to speaking with you on May 13, 2025.

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 1, 2025. St. Joe’s proxy statement and annual report are available online. You may access these materials by going online at: www.proxyvote.com and furnishing the sixteen (16) digit Control Number from your proxy card/notice to vote.

You are receiving this proxy statement because you own shares of common stock of The St. Joe Company (“St. Joe,” “the Company,” “we,” “our” and “us”) that entitle you to vote at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Our Board of Directors (the “Board”) is soliciting proxies from shareholders who wish to vote at the Annual Meeting. By use of a proxy, you can vote even if you do not attend the Annual Meeting. This proxy statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision.

We will hold the Annual Meeting on May 13, 2025, at 9:00 a.m., Central Daylight Time, at the Embassy Suites by Hilton Panama City Beach Resort, 16006 Front Beach Road, Panama City Beach, FL 32413.

Under our Bylaws, directors are elected for a one-year term expiring at the next annual meeting of shareholders or until his or her successor is elected and qualified. Our Board currently has five members. Upon the recommendation of the Governance Committee (as defined below), our Board has nominated each of the following current directors for re-election at the Annual Meeting: Cesar L. Alvarez, Howard S. Frank, Rhea Goff, Jorge L. Gonzalez and Thomas P. Murphy Jr. (collectively, the “Director Nominees”). The Board has nominated each of these persons to serve as a director for a one-year term that will expire at the 2026 annual meeting of shareholders or until his or her successor is elected and qualified, and each has consented to serve if elected.

We believe that each of our directors possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our directors were nominated because each possesses the highest standards of personal integrity and interpersonal and communication skills, is highly accomplished in his or her field, has an understanding of the interests and issues that are important to our shareholders and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each other’s respective experiences, skills and qualities.

Each director’s principal occupation and other pertinent information about the particular experiences, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director appears on the following pages.

The Board recommends a vote “FOR” each of the Director Nominees.

The Board has adopted our Guidelines, which describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Guidelines include, among other things:

From time to time, the Governance Committee (as defined below) will review our Guidelines and, if necessary, will recommend changes to the Board. Our Guidelines are available to view under the Investor Relations - Corporate Governance section of our website, located at www.joe.com.

As stated in our Guidelines, it is our policy that the positions of CEO and Chairman of the Board may be filled by the same person or different persons. As such, the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company at the relevant time. Pursuant to our Guidelines, in the event the Chairman of the Board and CEO roles are combined, or if the Chairman of the Board is not an independent director, the Board will appoint a lead independent director (the “Lead Independent Director”) to serve as the leader and representative of the independent directors in interacting with the Chairman of the Board and CEO and, when appropriate, our shareholders and the public.

In connection with retirement of our former Chairman of the Board, Mr. Berkowitz, the Board determined that a combined CEO-Chairman of the Board coupled with an empowered Lead Independent Director would be the most appropriate corporate governance structure for the Company and its shareholders at this time. Accordingly, in October 2024, the Board appointed Mr. Gonzalez as Chairman of the Board and Mr. Frank as Lead Independent Director.

Mr. Gonzalez was appointed as Chairman of the Board based on his leadership skills, experience in and knowledge of the real estate development industry. In addition, the Board recognized Mr. Gonzalez’s exemplary tenure at the Company — including more than 22 years of service, over nine of which as President and CEO. Furthermore, in his position as CEO, Mr. Gonzalez has primary responsibility for the day-to-day operations of the Company and provides consistent leadership on the Company’s key strategic objectives. In his role as Chairman of the Board, he sets the strategic priorities for the Board (with input from the Lead Independent Director), presides over its meetings and communicates its strategic findings and guidance to management. Mr. Gonzalez’s deep involvement as CEO in every aspect of the business allows him the opportunity to identify risks the Company may be facing and, in his role as Chairman of the Board, to facilitate the Board’s oversight of such risks. The Board believes that the combination of these two roles provides consistent communication and coordination throughout the organization, which results in effective and efficient implementation of corporate strategy.

The Board appointed Mr. Frank as Lead Independent Director because he possesses the experience, qualities and skills necessary for the role, including high personal integrity and a readiness to challenge management when appropriate, drawing on

more than 25 years of financial and operating experience and 13 years of service to the Board. The Board believes Mr. Frank is highly qualified to discharge responsibilities that are consistent with the duties of the Lead Independent Director, including presiding at all meetings of independent directors and being available for direct consultation with the Company’s major shareholders.

It is the policy of the Board that a majority of the members of the Board qualify as independent directors. To assist it in making independence determinations, the Board adopted categorical standards of director independence, which are attached as Annex A to our Guidelines which are available to view under the Investor Relations - Corporate Governance section of our website, located at www.joe.com. The categorical standards of director independence are consistent with the independence standards set forth in Section 303A.02 of the NYSE listing standards.

Pursuant to our Guidelines, the Board undertakes an annual review of director independence, which includes a review of each director’s responses to questionnaires asking about any relationships with us. This review is designed to identify and evaluate any transactions or relationships between a director or any member of his or her immediate family and us or members of our senior management.

Based on its independence review, the Board determined that each of the following directors (which together constitute all of the non-management members of the Board standing for re-election) are independent: Messrs. Alvarez, Frank, and Murphy. The Board has determined that Mr. Gonzalez is not considered independent as he currently serves as our President and Chief Executive Officer and that Ms. Goff is not considered independent as she currently serves as our Senior Vice President and Chief Administrative Officer.

The Board has the following three standing committees: the Audit Committee; the Compensation and Human Capital Committee (the “CHC Committee”); and the Governance and Nominating Committee (the “Governance Committee”). Copies of the charters of each of the committees setting forth the responsibilities of the committees can be found under the Investor Relations - Corporate Governance section of our website, located at www.joe.com.

Printed copies of these charters will also be provided to any shareholder who requests them by contacting us at the following address: The St. Joe Company, 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407, Attn: Corporate Secretary. We annually review the committee charters and revise as necessary.

A summary of the current composition of each standing committee, and the number of meetings held by each such committee in 2024, is set forth below.

Each member of the Board attended 100% of the meetings of the Board (five meetings held in 2024) and the committees on which he or she served in 2024 during the period of the year that the director served on the Board. Non-management directors meet in executive session without management on a regular basis. Mr. Berkowitz previously presided during such sessions as our Chairman of the Board. Following Mr. Berkowitz’s retirement and Mr. Frank’s appointment as Lead Independent Director, Mr. Frank now presides during such sessions. Board members are generally expected to attend our annual meeting of shareholders, either in person, by phone or by other remote communication. All of the current members of the Board were present at the 2024 Annual Meeting of Shareholders.

Non-management directors regularly meet in executive sessions, without the presence of management directors or executive officers of the Company. These executive sessions provide the opportunity for discussion of the CEO’s performance, compensation, succession planning, critical strategic matters, and other topics that should, in certain instances, be discussed without management being present.

The Audit Committee’s responsibilities include, among other things:

In addition, the Audit Committee has sole authority to pre-approve all auditing services, internal control-related audit services and permitted non-audit services to be provided by the independent auditor. The Audit Committee may delegate any of its responsibilities, as it deems appropriate, to a subcommittee composed of one or more members.

The Board reviewed the background, experience and independence of the Audit Committee members based in large part on the directors’ responses to questions relating to their relationships, background and experience. Based on this review, the Board determined that each member of the Audit Committee:

In addition, the Board has determined that Mr. Frank qualifies as an “audit committee financial expert” under SEC rules.

The CHC Committee’s charter provides that it will oversee and advise the Board on the Company’s human capital management and compensation program, including policies with respect to performance management, talent management, work culture and the development and retention of the Company’s workforce.

The CHC Committee’s responsibilities include, among other things:

The CHC Committee may delegate any of its responsibilities, as it deems appropriate, to a subcommittee composed of one or more members, except as otherwise provided in the CHC Committee Charter. Information regarding the processes and procedures followed by the CHC Committee in considering and determining executive compensation is provided below under the heading “Compensation Discussion and Analysis.”

The Board reviewed the background, experience and independence of the CHC Committee members based in large part on the directors’ responses to questions relating to their relationships, background and experience. Based on this review, the Board determined that each member of the CHC Committee:

The CHC Committee has authority to select, retain, terminate, and approve the fees and other retention terms of counsel or other advisors, experts or compensation consultants, as it deems appropriate, in its sole discretion, to assist the CHC Committee in fulfilling its responsibilities.

None of the members of the CHC Committee during 2024 were at any time during 2024 or at any other previous time an officer or employee of St. Joe. No executive officer of St. Joe serves as a member of (i) a board of directors or (ii) a compensation committee of any other entity that has one or more executive officers serving as a member of our Board or CHC Committee.

The Governance Committee’s responsibilities include, among other things:

The Board reviewed the background, experience and independence of the Governance Committee members based in large part on the directors’ responses to questions relating to their relationships, background and experience. Based on this review, the Board determined that each member of the Governance Committee meets the independence requirements of the NYSE’s corporate governance listing standards.

The Governance Committee considers possible director nominee candidates from many sources, including management and shareholders. Detailed information regarding the procedures that our shareholders must follow to submit recommendations of director nominees, as well as the policies that the Board must follow to review such recommendations, can be found in Section 9 of Article II of our Bylaws, which are available under the Investor Relations - Corporate Governance section of our website, located at www.joe.com.

The Governance Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Governance Committee. In identifying individuals to nominate for election to our Board, the Governance Committee, to the extent deemed relevant by the Governance Committee in its sole discretion, seeks candidates that, among other things, have:

In addition, a director candidate must have, when considered with the collective experience of other Board members, appropriate qualifications and skills that have been developed through extensive business experience, including the following:

Prior to the nomination of a director for re-election, the Governance Committee reviews the performance of each director whose term is expiring and determines whether that director should be nominated for election to an additional term. This determination is made following an assessment of the director’s performance, including the following factors: the director’s attendance at Board and applicable Board committee meetings; understanding of St. Joe’s businesses; understanding of St. Joe’s strategies; overall level of involvement; contributions to the Board; any change in the independence of the director; and any change in status of the director. If the Governance Committee or the Board decides to nominate a new candidate for election, the Governance Committee identifies the desired skills and experience of any new nominee in light of the criteria above.

In selecting Board nominees, the Governance Committee seeks candidates who will combine a broad spectrum of backgrounds, experiences, skills and expertise, including diversity with respect to age, gender, ethnic background and national origin, who would make a significant contribution to the Board, St. Joe and our shareholders. As evidenced by, among other things, our two directors of Hispanic descent and our one female director, we believe the Governance Committee has demonstrated a commitment to identifying diverse director candidates. In performing its responsibilities for identifying, screening and recommending candidates to the Board, the Governance Committee will ensure that candidates meeting these criteria are included in each pool of candidates from which new Board nominees are chosen.

The Governance Committee identifies nominees by first evaluating the current Board members’ willingness to continue in service. Current members of the Board with skills and experience that are relevant to St. Joe’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective.

If any member of the Board does not wish to continue in service or if the Governance Committee or the Board decides not to re-nominate a member for re-election, the Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Governance Committee and Board are polled for suggestions as to individuals meeting the criteria of the Governance Committee. In addition, from time to time, the Governance Committee has engaged the services of executive search firms to assist the Governance Committee and the Board in identifying and evaluating potential director candidates. Pursuant to our Guidelines, any nominee in an uncontested election who receives a greater number of “AGAINST” votes than “FOR” votes must tender such director’s resignation for consideration by the Governance Committee who will recommend to the Board the action to be taken.

Annually, the Board and CHC Committee review and discuss a succession plan for the CEO as well as other senior management positions. To assist the Board and CHC Committee, the CEO provides an annual assessment of our senior managers and other persons considered potential successors to the CEO position and to other senior management positions. In addition, the CEO prepares, on a continuing basis, a short-term succession plan that outlines a temporary delegation of authority to certain officers if any or all of the senior officers should unexpectedly become unable to perform their duties. The short-term plan would be in effect until the Board and CHC Committee had the opportunity to consider the situation and take action, when necessary.

Our Board has adopted the Code, which is applicable to all our directors, officers and employees. Its purpose is to promote our commitment to standards for ethical business practices. The Code provides that it is our policy that our business be conducted in accordance with the highest legal and ethical standards. Our reputation for integrity is one of our most valuable assets, and each director, officer and employee is expected to contribute to the care and preservation of that asset. The Code addresses a number of issues, including conflicts of interest and related party transactions, corporate opportunities, use and protection of company assets, fair dealing, confidential information, insider trading and stock transactions, media and public inquiries, accounting matters, books and record keeping, working with governments and compliance with applicable laws, including antitrust and competition laws.

Our Code is available to view under the Investor Relations - Corporate Governance section of our website, located at www.joe.com. We intend to post on our website information regarding any amendment to the Code or any waiver granted under the Code covered by Item 5.05 of Form 8-K within four business days following the date of the amendment or waiver.

Our Governance Committee Charter provides that our Governance Committee must approve, in advance, all related person transactions involving any Board member or any executive officer. Current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (i) in which St. Joe is a participant, (ii) in which the amount involved exceeds $120,000, and (iii) in which any executive officer, director, director nominee, beneficial owner of more than 5% of St. Joe’s common stock, or any immediate family member of such persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules.

Fairholme Capital Management, L.L.C. (“Fairholme Capital”) has served as an investment advisor to the Company since April 2013. Based on public filings, Mr. Berkowitz and clients of Fairholme Capital, beneficially owned approximately 34.7% of the Company’s outstanding common stock as of March 19, 2025. Mr. Berkowitz is the Chief Investment Officer of Fairholme Capital, a director of the Fairholme Funds, and served as the Chairman of our Board until his retirement in October 2024. Mr. Berkowitz is also the Manager of, and controls entities that own and control, Fairholme Holdings, LLC (“Fairholme Holdings”), which wholly owns Fairholme Capital.

We are party to an Investment Management Agreement (as amended, the “Investment Management Agreement”) with Fairholme Capital, which contains investment guidelines and restrictions approved by the Company. The investment guidelines set forth in the Investment Management Agreement require that any new securities for purchase must be issues of the U.S. Treasury or U.S. Treasury Money Market Funds. Fairholme Capital does not receive any compensation for services as our investment advisor.

The Board is actively involved in the oversight and management of risks that could affect St. Joe. This oversight and management is conducted primarily through the committees, but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management and risk assessment function. In carrying out its responsibilities, the Audit Committee reviews our policies and processes with respect to risk assessment and risk management, and discusses our major financial and accounting risk exposures, as well as legal, regulatory, data privacy and cybersecurity risk exposure, and the steps management has taken to monitor and control such exposures. A member of management is assigned to monitor and manage each identified risk. This process is facilitated by our Chief Legal Officer and Chief Financial Officer. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through the receipt and review of full reports by each committee chairman regarding the committee’s considerations and actions, as well as through the receipt and review of regular reports directly from officers responsible for oversight of particular risks within St. Joe.

Our directors, executive officers and certain other associates are prohibited from entering into hedging or monetization transactions designed to limit the financial risk of ownership of the Company’s securities. These include forward contracts, collars and other similar transactions, which allow a person to lock in much of the value of his or her stock holdings.

We are committed to the development of sustainable and efficient operations and business practices that enhance and protect our people, our communities and our planet. Our goal is to generate shareholder value while aligning our business practices to support the interests of our stakeholders and the communities we serve, including the sustainable development of Northwest Florida. Our process of defining sustainability priorities focuses on the simultaneous improvement of the environmental, social and financial position of the Company, and our strong leadership and governance practices that strive to integrate sustainability into our business strategy and corporate culture.

The acreage we own is located in Northwest Florida and a majority is managed in our forestry operations under our commercial segment. Many of Northwest Florida’s state parks, state forests and wildlife refuges were created in part with St. Joe land.

The guiding principles of our sustainable forest management practices include complying with laws and regulations, developing a long-term sustainable timber harvest plan, and understanding the economic and social impacts on the surrounding region. We take a holistic approach to managing our resources - timber, land, water, soil and wildlife - with the goal of sustainability. We are leading by example and protecting the best of Florida by working closely with environmental agencies, community leaders and leading environmental and conservation organizations. Our sustainable forest management practices take many forms, including eradication of invasive plant species, restoring wetlands, thinning forests, replanting trees and conducting prescribed burns. We carry out prescribed burns annually, which helps restore natural ecosystems, improves wildlife habitats and

reduces wildfire hazards. Additionally, we are engaged in the operation of mitigation banks, which pursuant to mitigation plans approved by the applicable state and federal authorities, provide mitigation credits in Bay County, Florida and Walton County, Florida for the purpose of enabling developers to mitigate environmental impacts.

Additional information regarding our sustainability efforts is available in the Stewardship section of our website at www.joe.com. The content of the Stewardship section of our website is not incorporated by reference into this proxy statement or in any other document filed with the SEC, unless expressly noted.

Annual Retainer. For 2024, our Board approved the annual retainer fees set forth below, payable in cash. We do not pay meeting fees or award annual stock grants to our non-employee directors. Annual retainer fees are payable quarterly in advance.

Mr. Berkowitz waived his right to receive compensation related to his service on the Board in 2024.

Expense Reimbursement. We reimburse directors for travel expenses related to attending Board and committee meetings and for other company related business. In certain circumstances, we will pay the costs for directors to fly on a private airplane to attend Board and committee meetings or for other company business. We may also invite director spouses to accompany directors to some of our Board meetings, for which we pay or reimburse travel expenses. In addition, we reimburse directors for seminar fees and travel expenses associated with attending one approved educational seminar each year.

Charitable Matching Program. We have chosen to support the charitable and civic activities of our directors. We will match each director’s cash contributions to charities in which he or she serves as an officer or trustee up to an aggregate annual amount of $5,000 per director. We will also contribute to events at which directors are recognized for their services to charitable or civic causes.

The following table sets forth the compensation paid in 2024 to each director, other than Mr. Gonzalez and Ms. Goff, both of whose 2024 compensation for their respective services as President and CEO and Senior Vice President and Chief Administrative Officer is discussed under “Executive Compensation” in this proxy statement. Mr. Gonzalez and Ms. Goff do not receive additional compensation for their service on the Board.

The Board has adopted a clawback policy (the “Clawback Policy”) in order to comply with applicable laws and NYSE listing standards that requires the Company to clawback incentive-based compensation in the event the Company issues a restatement of its financial statements, to the extent such incentive-based compensation received by the individual exceeds the amount the individual would have received based on the restated financial statements.

We have adopted an insider trading policy (the “Insider Trading Policy”) that governs the purchase and sale of our securities by our employees, directors, officers and any other persons that the Board determines should be subject to the policy on account of having access to material nonpublic information. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations as well as the exchange listing standards applicable to us. Our Insider Trading Policy prohibits our employees, directors, officers and other persons subject to the plan from, either directly or indirectly through family members or other persons or entities, (i) engaging in or recommending to others transactions in securities while in possession of material, non-public information relating to the securities, whether the issuer of such security is the Company or any other company and (ii) directly or indirectly communicating material, nonpublic information to anyone outside of the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a need-to-know basis, among other things.

The Insider Trading Policy relevant to officers, directors and other designated employees of the Company, in addition to the above restrictions, requires that such persons pre-clear every transaction involving the Company’s securities with the Company’s Compliance Officer or, in the case of transactions by the Compliance Officer, the Chief Financial Officer. Pre-clearance obligations apply to all transactions in the Company’s securities, including without limitation, acquisitions and dispositions of Company stock and gifts. Additionally, such persons are prohibited from trading in the Company’s securities during certain blackout periods, except pursuant to a trading plan intended to comply with SEC Rule 10b5-1 that is entered into and maintained in compliance with our Insider Trading Policy and applicable law. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of St. Joe’s independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee selected, and the Board has ratified the selection of, Grant Thornton to continue to serve as our independent registered public accounting firm for the 2025 fiscal year. Grant Thornton has served as our independent registered public accounting firm since 2018. In accordance with SEC rules and Grant Thornton policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to St. Joe. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years.

The Audit Committee believes that the continued retention of Grant Thornton as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of Grant Thornton as our independent registered public accounting firm for 2025. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Grant Thornton to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice. In the event our shareholders do not ratify the appointment of Grant Thornton, the appointment may be reconsidered by the Audit Committee.

Ratification of the appointment of Grant Thornton to serve as our independent registered public accounting firm for the 2025 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of Grant Thornton for the 2025 fiscal year.

We expect a representative of Grant Thornton to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions.

We were billed for professional services provided with respect to fiscal years 2024 and 2023 by Grant Thornton. The amounts paid for fiscal years 2024 and 2023 are set forth in the following table.

The Board recommends a vote “FOR” ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the 2025 fiscal year.

The Pre-Approval Policy of the Company provides that the Audit Committee is required to pre-approve all audit and non-audit services performed by the Company’s independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Any proposed services exceeding pre-approved cost levels require specific pre-approval by the Audit Committee. The term of any pre-approval is indefinite, unless the Audit Committee specifically provides for a different period or amends such approval.

Pursuant to the Pre-Approval Policy, the Audit Committee delegates pre-approval authority to the Chairman of the Audit Committee for pre-approval of decisions relating to a service if the fee for such service does not exceed $50,000. The Chairman must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by Grant Thornton during fiscal year 2024, as described above.

The Audit Committee (for purposes of this Audit Committee Report, “we”, “us” or the “Committee”) oversees the financial reporting process of St. Joe on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including internal controls over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Further discussion of the membership of the Audit Committee and the responsibilities performed by the Audit Committee pursuant to the Audit Committee Charter are set forth in the “Corporate Governance” section above.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with management. We discussed with Grant Thornton, St. Joe’s independent registered public accounting firm, its audit of St. Joe’s financial statements and internal controls over financial reporting. We discussed with Grant Thornton and St. Joe’s internal auditor, Protiviti Inc., the overall scope and plans for their respective audit. We have reviewed and discussed with management its process for preparing its report on its assessment of our internal controls over financial reporting, and at regular intervals we received updates on the status of this process and actions taken by management to respond to issues and deficiencies identified.

We have discussed with Grant Thornton the matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board and the SEC. We also received the written disclosures and the letter from Grant Thornton regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with Grant Thornton its independence.

Based on the reviews and discussions referred to above, we recommended to the Board (and the Board subsequently approved our recommendation) that St. Joe’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. We also evaluated and selected Grant Thornton as St. Joe’s independent auditor for 2025, which the shareholders will be asked to ratify at the Annual Meeting of Shareholders.

Set forth below is certain information relating to our current executive officers and key employees other than Mr. Gonzalez and Ms. Goff. Biographical information with respect to Mr. Gonzalez and Ms. Goff is set forth above under “Proposal 1 - Election of Directors.”

Marek Bakun, 53, is our Executive Vice President and Chief Financial Officer.

With more than 20 years of financial experience, including serving as the Chief Financial Officer for national and international homebuilding companies, Mr. Bakun’s experience includes financial reporting and compliance, cost and capital management, consolidations and acquisitions, value generation as well as operational efficiency. He earned a Bachelor of Science degree in Business Administration, Accounting from the University of Central Florida. He is a Certified Public Accountant and a licensed general contractor and real estate broker.

Prior to joining the Company in 2013, Mr. Bakun served as Chief Financial Officer and Treasurer for Orleans Homebuilders, Inc., in Bensalem, Penn., and was CFO and Treasurer for Mattamy Homes Corporation with responsibility for financial controls in its five U.S. markets. He also served as Vice President and Chief Financial Officer for Morrison Homes, and when the company merged with Taylor Woodrow in 2007, he managed the financial integration of the two multi-billion-dollar companies.

Elizabeth J. Walters, 62, is our Senior Vice President, Chief Legal Officer and Corporate Secretary.

Ms. Walters joined the Company in 2018 after more than 20 years with Burke Blue Hutchison Walters & Smith, P.A., a full-service legal firm based in Panama City, Florida where she was a partner. Ms. Walters represented clients in commercial, resort and residential real estate law from property acquisition, design, entitlement process, financing, construction and project operations, to redevelopment or sale of real property. She also represented clients in the areas of land use law, governmental relations, banking, business and commercial law. Ms. Walters holds a BA and an MA from The University of West Florida and a JD with honors from The Florida State University College of Law.

Ms. Walters has served in many community leadership positions throughout Northwest Florida and her current involvement includes serving as Vice Chair of the Board of Directors of the Panama City Port Authority, the Board of Directors of Impact 100 Gulf Coast, the Board of Trustees of The St. Joe Community Foundation, the Governing Board of Alignment Bay County, the Dean’s Council Florida State University Panama City, and as a member of the Bay Defense Alliance. Ms. Walters has served as Chair of The Florida Board of Bar Examiners, the Bay Economic Development Alliance, the Bay County Chamber of Commerce, the Military Affairs Committee, the Board of Trustees of Ascension / Sacred Heart Bay and the Panama City Port Authority. In the past she has served as a Trustee of the Florida State University Foundation, as a member of the Executive Board of the FSU Real Estate Center, and on the Board of Directors of Summit Bank, N.A.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (known as the Dodd-Frank Act) requires us to provide our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our NEOs.

At the 2024 Annual Meeting of Shareholders, we provided our shareholders the opportunity to cast an advisory vote on the compensation of our NEOs as disclosed in the proxy statement for the 2024 Annual Meeting of Shareholders, and our shareholders approved the proposal, with over 98% of the votes cast in favor.

At the Annual Meeting, we will ask our shareholders to approve our NEO compensation as described in this proxy statement. This Say on Pay proposal, provides our shareholders with the opportunity to express their views on our NEOs’ compensation. In accordance with the Dodd-Frank Act, the vote will be an advisory vote regarding our NEO compensation program generally and does not examine any particular compensation element individually. Accordingly, we will present the following advisory Say on Pay proposal at the Annual Meeting for shareholder approval:

As discussed in the Compensation Discussion and Analysis and the tables and narratives that follow it, the compensation packages for our NEOs are designed to attract, retain and motivate our executives who are critical to our success, to reward our executives on the basis of the Board’s evaluation of our overall financial performance and the contribution of the individual NEO to such performance, as well as to align the interests of our executives with those of our shareholders.

We believe that our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and rewarding the achievement of financial and operational performance metrics that build shareholder value. For additional information on the compensation program for our NEOs, including specific information about compensation in 2024, please read the Compensation Discussion and Analysis, along with the subsequent tables and narrative descriptions.

This Say on Pay vote is advisory, and therefore not binding on St. Joe, the CHC Committee or our Board. However, the CHC Committee intends to review the results of the advisory vote and will be cognizant of the feedback received from the voting results as it completes its annual review and engages in the compensation planning process.

The Board recommends a vote “FOR” adoption of the resolution approving, on an advisory basis, the compensation of our NEOs.

This Compensation Discussion and Analysis is designed to provide our shareholders with a clear understanding of our compensation philosophy and objectives, the compensation-setting process, and the 2024 compensation of our NEOs (identified below). As discussed in “Proposal 3 - Advisory Vote on Executive Compensation,” we are conducting our annual Say on Pay vote that requests your approval of the compensation of our NEOs as described in this section and in the tables and accompanying narrative contained in “Executive Compensation.” To assist you with this vote, you should review our compensation philosophy, the design of our executive compensation program and why we believe that our current compensation contributed to our financial performance in 2024 and will contribute to our financial performance in the future.

For 2024, our NEOs were:

Pursuant to its Charter, the CHC Committee is responsible for, among other things, establishing our general compensation philosophy and overseeing the development and implementation of our compensation and benefits programs. The CHC Committee is also responsible for reviewing the performance of our CEO and other executive officers and, together with the other independent members of the Board, setting the compensation of the CEO and such other executive officers.

Our management develops background and supporting materials for review at CHC Committee meetings, attends CHC Committee meetings at the CHC Committee’s request, and provides information regarding, and makes recommendations about, designs for and, if warranted, changes to our executive compensation program. Our CEO generally attends CHC Committee meetings, but will not participate in any decisions relating to his own compensation. CEO performance and compensation are discussed by the CHC Committee in executive session. Our CEO, without the presence of any other members of senior management, actively participates in the performance and compensation discussions for our senior executives, including making recommendations to the CHC Committee as to the amount and form of compensation.

Our 2024 executive compensation program consisted of base salary and discretionary cash incentives payable based on the CHC Committee’s evaluation of our overall financial performance and the contribution of the individual NEO to such performance. In order to further enhance a “pay for performance” environment, the CHC Committee added a long-term equity incentive plan (“LTIP”) component to the Company’s executive compensation program, which was adopted in November 2021. Accordingly, in February 2024, the CHC Committee granted to our NEOs time-based restricted stock awards (“RSAs”), which vest ratably over a three-year period, under the Company’s previously approved 2015 Performance & Equity Incentive Plan (the “2015 Plan”). The number of RSAs granted was based on a percentage of each individual’s base salary. In February 2024, the CHC Committee granted Mr. Gonzalez additional RSAs, which vest in full on January 24, 2030 (Mr. Gonzalez’s 65th birthday), under the 2015 Plan. The CHC Committee believes that adding the LTIP component to the executive compensation program aligns executive and shareholder interests by creating an “ownership culture,” incentivizes performance, and provides retention incentives for our executive officers.

Our NEOs receive the same benefits and perquisites that are available to all employees generally. The CHC Committee does not have a formal policy relating to the allocation of total compensation among the various components.

Objective. The CHC Committee believes that base salary should provide executives certainty that they will receive competitive compensation. For 2024, base salaries for our NEOs were as follows: $586,845 for Mr. Gonzalez (up from $510,300 in 2023), $488,040 for Mr. Bakun (up from $435,750 in 2023), $405,400 for Ms. Walters (up from $368,550 in 2023) and $302,500 for Ms. Goff (up from $275,000 in 2023).

Performance Considerations. Base salary is designed to adequately compensate and reward the executive on a day-to-day basis for the time spent and the services the executive performs. When setting and adjusting individual executive salary levels, the CHC Committee considers the executive officer’s responsibilities, experience, potential, individual performance and the CHC Committee’s evaluation of its competitive market position. The CHC Committee also considers other factors such as demand in the labor market and comparable salaries for the particular executive and succession planning. These factors are not weighted. The CHC Committee bases salary adjustments on the overall assessment of all of these factors. The CHC Committee does not target base pay at any particular level versus a peer group, but uses its judgment based on all available information (including, from time to time, market and survey data compiled by compensation consultants) to set a base salary that, when combined with all other compensation elements, results in a competitive pay package.

Objective. The CHC Committee awards discretionary cash incentives to our NEOs to reward such officers for their individual contributions to our overall performance in a given year and to assist in providing a competitive compensation package. The CHC Committee believes that discretionary cash incentives, if any, should be subject to the achievement by the Company of the financial and operational objectives set by the Board from time to time, the financial results of the Company during the year, the Company’s liquidity position at the end of the year and the Board’s expectations regarding the required uses of liquidity in the upcoming year. We believe that making such compensation “at risk” provides significant motivation for increasing Company and individual performance.

Performance Considerations. Discretionary cash incentives (if any) will be paid based on the CHC Committee’s discretionary evaluation of our overall financial performance, the contribution of the particular NEO to such performance and the other factors discussed above. The CHC Committee also takes into consideration the target cash incentive amounts set in such NEO’s employment agreement, if applicable. The amount of any discretionary cash incentive awarded is determined by the CHC Committee, in its sole discretion, and in consultation with the independent directors of the Board. Cash incentives are typically paid during the first quarter; however, the CHC Committee has, and may in the future, decide to award cash incentives during the year for exemplary performance.

Committee Actions Taken with Respect to 2024 Performance. The CHC Committee, in consultation with the independent directors of the Board, approved the following discretionary cash bonus awards for 2024 performance: $586,845 for Mr. Gonzalez, $390,432 for Mr. Bakun, $283,780 for Ms. Walters and $211,750 for Ms. Goff.

Objective. The CHC Committee grants NEOs equity awards under the LTIP to incentivize long-term value creation by aligning each NEO’s interests with those of our shareholders, to reward strong performers, and to retain key personnel through long-term vesting. The CHC Committee believes that the LTIP should incentivize performance and provide retention incentives. The RSAs are time-based grants granted under the 2015 Plan (which generally vest in three annual installments) that provide relatively predictable compensation and align each NEO’s interests with those of our shareholders’ through meaningful stock ownership. For 2024, the aggregate grant date fair values of the RSAs granted to our NEOs, determined in accordance with FASB ASC Topic 718, were as follows: $586,878 for Mr. Gonzalez, $244,045 for Mr. Bakun, $202,721 for Ms. Walters, and $151,269 for Ms. Goff. Further discussion of the timing of the RSAs is set forth in the “Corporate Governance – Policies and Practices Related to the Timing of Equity Awards” section above.

Performance Considerations. The number of RSAs granted was based on a percentage of each NEO’s base salary. Accordingly, the CHC Committee’s consideration of the executive officer’s responsibilities, experience, potential, individual performance (as well as other factors including demand in the labor market and comparable salaries for the particular executive and succession planning), and the CHC Committee’s evaluation of its competitive market position used to set and adjust individual NEO salary levels also informs the setting and adjusting of RSAs. Likewise, the judgment that the CHC Committee uses based on all available information to set a base salary that results in a competitive pay package also informs the setting and adjusting of RSAs.

With the exception of Mr. Bakun, the CHC Committee has not offered employment agreements or other change in control or severance protections to our NEOs, who serve the Company on an “at-will” basis.

In connection with his appointment as Chief Financial Officer, we entered into an employment agreement with Mr. Bakun to serve as Chief Financial Officer for a period of one year, commencing on October 7, 2013. On April 1^st of each successive one-year anniversary from that date, the employment agreement will automatically renew for an additional year, unless it is terminated at least 30 days prior to the applicable renewal date.

Pursuant to the employment agreement, Mr. Bakun will receive an annual base salary initially set at $350,000, which may be increased by the CHC Committee. In addition, Mr. Bakun is eligible for an annual cash incentive with a target award of up to 100% of his base salary rate.

The employment agreement provides that, upon termination of Mr. Bakun’s employment following his resignation for “good reason,” for a reason other than for “cause” or due to his death or disability, Mr. Bakun would be entitled to receive the following, subject to the execution of a general release agreement: (i) an amount equal to his annual base salary as of the termination date, paid ratably over a 12 month period following such date; and (ii) a monthly amount equal to the employer portion of the applicable COBRA premium for the level of coverage that Mr. Bakun has as of the termination date, which will be paid for a period of 18 months. The employment agreement provides for certain noncompetition, confidentiality, non-solicitation and non-disparagement covenants. Mr. Bakun’s severance payments are conditioned upon his continued compliance with the foregoing restrictive covenants.

Mr. Bakun’s employment agreement does not provide for any additional benefits if such termination occurs in connection with a change in control. In addition, the employment agreement does not provide any gross-up for excise taxes. Instead, the employment agreement provides that any amounts payable to Mr. Bakun by the Company will be reduced, as necessary, to avoid the payment of any excise taxes pursuant to Sections 280G and 4999 of the U.S. Internal Revenue Code, if the reduction would provide him with a greater after tax amount than if such amounts were not reduced. Additionally, the employment agreement does not provide for any additional benefits in the event of death or termination due to disability.

Except as described above with respect to Mr. Bakun, we do not have any other severance or post-employment payment arrangements in place with any of our NEOs.

We provide retirement benefits to our NEOs solely through our 401(k) retirement plan pursuant to which we contribute the same percentage of salary as we do for our other employees, subject to a cap.

We have traditionally provided our NEOs with a variety of health and welfare benefits. In addition, we provide the perquisites reflected in the “All Other Compensation” column in the “Summary Compensation Table” and more fully described in the footnote to that column. The only perquisites that our NEOs are currently entitled to receive, other than those that are available to all employees, are reimbursement for annual physical exams (although no NEOs sought reimbursement in 2024) and membership in our Watersound Club (which has no incremental cost to us).

As part of its compensation setting process, the CHC Committee also considers the results of the prior year’s shareholder advisory vote on our executive compensation to provide useful feedback regarding whether shareholders believe that the CHC Committee is achieving its goal of designing an executive compensation program that promotes the best interests of St. Joe and its shareholders by providing its executives with the appropriate compensation and meaningful incentives. In 2024, the CHC Committee took into consideration that over 98% of the votes cast on the shareholder advisory vote were voted in favor of our executive compensation in its decision to maintain the current compensation program and philosophy. The CHC Committee will continue to review the results of the advisory vote each year and will be cognizant of this feedback as it completes its annual review of each pay element and the total compensation packages for our NEOs.

The CHC Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on those reviews and discussions, the CHC Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the Securities and Exchange Commission and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The following table sets forth the compensation earned by each of our NEOs for 2024, 2023, and 2022.

The following table provides information concerning plan-based awards granted to NEOs pursuant to our 2015 Plan in the 2024 fiscal year.

Other than Mr. Bakun’s employment agreement described in “Compensation Discussion and Analysis-Employment and Other Agreements” above, we do not have any severance, change in control, or other post-employment payment arrangements with any of our NEOs.

As discussed in the Compensation Discussion and Analysis under “Employment and Other Agreements,” we have entered into an employment agreement with Mr. Bakun. Mr. Bakun’s agreement provides for certain payments and other benefits if employment with us is terminated without “cause” or by Mr. Bakun for “good reason.” Upon a termination by us without “cause” or by Mr. Bakun for “good reason,” Mr. Bakun is entitled to receive:

Mr. Bakun’s employment agreement does not provide for any additional benefits if such termination occurs in connection with a change in control. In addition, the employment agreement does not provide any gross-up for excise taxes. Instead, the employment agreement provides that any amounts that would have been payable as a severance payment will be carved-back, as necessary, to avoid the payment of any excise taxes. Additionally, the employment agreement does not provide for any additional benefits in the event of death or termination due to disability.

The following table shows the termination payments that Mr. Bakun would have received pursuant to his employment agreement in connection with his termination without “cause” or by Mr. Bakun for “good reason,” in each case, subject to the execution of a general release agreement, had such termination occurred on December 31, 2024.

The following table sets forth information, as of December 31, 2024, with respect to our 2015 Plan under which common stock is authorized for issuance.

As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the median employee, excluding the CEO, to the annual total compensation of our CEO. Our CEO pay ratio included in this proxy statement is a reasonable estimate that has been calculated in accordance with the SEC’s final rules regarding the CEO pay ratio disclosure requirements.

We initially selected our median employee as of December 31, 2022. To identify the median employee, we compared the total wage compensation for all full-time, part-time, temporary and seasonal employees, excluding our CEO, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 as of December 31, 2022, which consisted of 778 employees, all located in the United States. Wages and salaries were then annualized for full-time employees that were not employed by us for the entire fiscal year. Other than the foregoing, we did not make any assumptions, adjustments, or estimates with respect to our employees’ total wage, and used this consistently applied compensation measure to identify our median employee. The individual who was our median employee for our calculation in 2022 is no longer employed by us and a significant change in the circumstances of the median employee identified in 2023 occurred. In accordance with Item 402(u) of Regulation S-K, we determined that there was another similarly compensated individual as the 2022 median employee and the 2023 median employee, and we used that individual as the median employee for the 2024 calculations. We believe we have not had any significant changes to our employee population or our employee compensation arrangements since 2022 and we believe the selection of this individual as our median employee does not result in a significant change to our pay ratio disclosure.

After identifying the median employee, we calculated the median employee’s annual total compensation using the same SEC rules we use for calculating the annual total compensation of our CEO and other NEOs, as set forth in the 2024 Summary Compensation Table. In 2024, the annual total compensation of our median employee was $42,930. Our CEO’s annual total compensation as reported in the 2024 Summary Compensation Table was $1,746,456. The resulting ratio of the total 2024 annual compensation of CEO compared to our median employee in 2024 is approximately 41:1.

The CEO pay ratio disclosed above was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions using the methodology described above. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the CEO pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their CEO pay ratio. Accordingly, the CEO pay ratio disclosed by other companies may not be comparable to our CEO pay ratio as disclosed above.