UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

The St. Joe Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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		The St. Joe Company 133 South WaterSound Parkway WaterSound, Florida 3241332461

NOTICE OF 20152017 ANNUAL MEETING OF SHAREHOLDERS

May 19, 2015April 14, 2017

Dear Shareholder:

It is my pleasure to invite you to attend The St. Joe Company’s 2015 Annual Meeting of Shareholders.Shareholders. The meeting will be held on Tuesday, June 30, 2015,May 25, 2017, at 10:00 a.m., Central Daylight Time, at the WaterColor Inn, at 34 Goldenrod Circle, Santa Rosa Beach, Florida 32459. At the meeting, you will be asked to:

Only shareholders of record as of the close of business on May 4, 2015March 23, 2017 may vote at the Annual Meeting.

It is important that your shares be represented at the 2015 Annual Meeting, regardless of the number of shares you may hold.Whether or not you plan to attend the meeting,Annual Meeting, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. This.This will not prevent you from voting your shares in person if you are present.

I look forward to seeing you on June 30, 2015.May 25, 2017.

Sincerely,

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 May 19, 2015.April 14, 2017. St. Joe’s proxy statement and annual report are available online at https://materials.proxyvote.com/790148.

The St. Joe Company  |  2017 Proxy Statement

Table of ContentsTABLE OF CONTENTS

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PROXY STATEMENT

		The St. Joe Company 133 South WaterSound Parkway WaterSound, Florida 3241332461

PROXY STATEMENT

Proxy Statement for 2015 Annual Meeting of Shareholders to be held on June 30, 2015May 25, 2017

You are receiving this proxy statement because you own shares of common stock of The St. Joe Company, which we sometimes refer to as St.“St. Joe,” “the Company,” “we,” “our” and “us”, that entitle you to vote at the 2015 Annual Meeting of Shareholders, which we refer to as the 2015 Annual Meeting. Our Board of Directors, which we sometimes refer to as the Board, is soliciting proxies from shareholders who wish to vote at the meeting. By use of a proxy, you can vote even if you do not attend the 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.

Date, Time and Place of the 2015 Annual Meeting

We will hold the 2015 Annual Meeting on Tuesday, June 30, 2015,May 25, 2017, at 10:00 a.m., Central Daylight Time, at the WaterColor Inn, at 34 Goldenrod Circle, Santa Rosa Beach, Florida 32459.

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I.QUESTIONSQUESTIONS AND ANSWERS ABOUT VOTING AT THE 2015 ANNUAL MEETING AND RELATED MATTERS

quorum, permitting us to conduct the business of the meeting. Proxies received but marked as abstentions, if any, proxies returned without making any selections, if any, and brokernon-votes (described below) will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. If we do not have a quorum, we will be forced to reconvene the 2015 Annual Meeting at a later date.

If your shares are held by a brokerage firm, bank, trustee or other agent, whom we refer to as a nominee, you are considered the “beneficial owner” of shares held in street name. The Notice of Internet Availability of Proxy Materials, which we refer to as the Notice, has been forwarded to you by your nominee who is considered the “shareholder of record” with respect to those shares. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following its instructions for voting.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

Detailed instructions for Internet and telephone voting are set forth on the Notice, which contains instructions on how to access our proxy statement and annual report online.

If your shares are held in our 401(k) Plan, your proxy will serve as a voting instruction for the trustee of our 401(k) Plan, who will vote your shares as you instruct. To allow sufficient time for the trustee to vote, your voting instructions must be received by June 23, 2015. If the trustee does not receive your instructions by that date, the trustee will vote the shares you hold through our 401(k) Plan “FOR” proposals 1, 2, 3 and 4.

If you are a beneficial shareholder, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the meeting, please bring with you evidence of your ownership as of the record date (such as a letter from your nominee confirming your ownership or a bank or brokerage firm account statement).

Q:	What am I being asked to vote on?

We will also consider such other business that properly comes before the meeting in accordance with Florida law and our Bylaws.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

do not apply to this proposal.these proposals. We will report the results of the shareholder votevotes on this proposalthese proposals based on the number of votes cast. If more shares vote “FOR” the Say on Pay proposal than vote “AGAINST,” we will consider the proposal approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal. For the Say on Frequency proposal, we will consider that the shareholders have recommended whichever option (one, two, or three year) that receives the greatest number of votes cast.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

Other than the proposal to approve the ratification of KPMG (Proposal 2), none of the proposals described in this proxy statement relate to “routine” matters. As a result, a broker will not be able to vote your shares with respect to Proposals 1, 3, and 4 absent your voting instructions.

The table below sets forth, for each proposal on the ballot: (1) whether a broker can exercise discretion and vote your shares with respect to such proposal absent your instructions; (2) the impact of brokernon-votes (if applicable) on the approval of the proposal; and (3) the impact of abstentions on the approval of the proposal.

If you are a beneficial shareholder, you must contact your nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the meeting.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

nominee holds your shares and you plan to attend the meeting, you should bring a recent brokerage statement showing your ownership of the shares as of the record date or a letter from the broker or other nominee confirming such ownership, and a form of personal identification.

If you vote in advance and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record.

Beneficial shareholders who wish to vote in person must request a legal proxy from the broker or other nominee and bring that legal proxy to the 2015 Annual Meeting.

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II.PROPOSALPROPOSAL 1 - ELECTION OF DIRECTORS

Under our Bylaws, directors are elected for aone-year term expiring at the next annual meeting of shareholders or until his or her successor is elected and qualified. Upon the recommendation of the Governance and Nominating Committee, which we refer to as the Governance Committee, our Board has nominated Mr.each of our current directors Messrs. Cesar L. Alvarez, Mr. Bruce R. Berkowitz, Mr. Howard S. Frank, Mr. Jeffrey C. Keil, Mr.Jorge L. Gonzalez, Stanley Martin, Mr. Thomas P. Murphy Jr. and Mr. Vito S. Portera forre-election and has nominated a new director nominee, Mr. James S. Hunt. The Board has nominated each of these persons to serve as a director for aone-year term that will expire at the 20162018 Annual Meeting of Shareholders or until his or her successor is elected and qualified, and each has consented to serve if elected.

Our Bylaws permit the Board of Directors to set the size of the Board. During 2016, our Board of Directors had seven directors. However, concurrently with our nomination of our director nominees for election at the Annual Meeting, the Board approved an increase in the size of the Board to eight directors effective at the Annual Meeting. For the size and scope of our business and operations, we believe a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members but large enough so that we get a diverse set of perspectives and experiences around our board room.

We believe that each of our directors possesses the experience, skills and qualities to fully perform his 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 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 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.

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PROPOSAL 1 - ELECTION OF DIRECTORS

Jeffrey C. KeilJorge L. Gonzalez Age 52 Director since 2011 Age 712015		Mr. KeilGonzalez joined us in 2002 and has served as our President and Interim CEOChief Executive Officer since August 2014 and has previously served as an independent director of St. Joe since 2011. Prior to August 2014,November 2015. During his time with the Company, Mr. Keil was a private investor. Previously, Mr. Keil also served as President and as a director of Republic New York Corporation and Vice Chairman of Republic National Bank of New York from 1984 to 1996. Mr. Keil is currently a director of a privately held trust company, the non-executive chairman of a privately held registered investment advisor and a director of a privately held wealth manager. Additionally, Mr. KeilGonzalez has served in roles of increasing responsibility, including as directorthe Company’s Senior Vice President of Leucadia National Corporation since 2004.Development from March 2015 to November 2015. Mr. Gonzalez has over 26 years of continuous experience in various planning and real estate related roles. Mr. Gonzalez serves on various community boards and organizations including the Florida State University Panama City Campus Development Board, the Bay County Economic Development Alliance, the Northwest Florida Manufacturer’s Council, Gulf Coast Regional Medical Center, and Enterprise Florida. Mr. Gonzalez has undergraduate and graduate degrees from Florida State University.   Qualifications.The Board nominated Mr. KeilGonzalez to serve as a director because of his currentextensive experience in the real estate development industry, including as an executive officer of the Company.

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PROPOSAL 1 - ELECTION OF DIRECTORS

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PROPOSAL 1 - ELECTION OF DIRECTORS

Recommendation of the Board of Directors

The Board of Directors recommends a vote ““FOR”FOR” each of the director nominees.

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III. CORPORATE GOVERNANCE

Corporate Governance Guidelines

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

From time to time, the Governance Committee will review our Corporate Governance Guidelines and, if necessary, will recommend changes to the Board. Our Corporate Governance Guidelines are available to view under the Investor Relations – Corporate Governance section of our website, located atwww.joe.com.

Board Leadership Structure

As stated in our Corporate Governance Guidelines, it is our policy that the positions of Chief Executive Officer (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 St. Joe. Currently, we separate the positions of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for the strategic direction of St. Joe and the day to day leadership and performance of St. Joe, while the Chairman of the Board provides the CEO with guidance, sets the agenda for the Board meetings and presides over meetings of the Board. In addition, we believe that the current separation provides a more effective monitoring and objective evaluation of the CEO’s performance. The separation also allows the Chairman of the Board to strengthen the Board’s independent oversight of our performance and governance standards.

Director Independence

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 asAnnex A to our Corporate Governance Guidelines.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 Corporate Governance Guidelines, the Board undertakes an annual review of director independence, which includes a review of each director’s responses to questionnaires asking about any

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CORPORATE GOVERNANCE

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.

In determining that Mr. Alvarez was independent, the Board considered the legal services provided to us by Greenberg Traurig, a law firm for which Mr. Alvarez serves as Co-Chairman.Senior Chairman. Following such consideration, the Board determined that the services provided by Greenberg Traurig did not affect Mr. Alvarez’s independence.

Based on its independence review and after considering the transactions described above, the Board determined that each of the following current directors (which together constitute all of the members of the Board other than Mr. Keil)Gonzalez) is independent: Mr. Alvarez; Mr. Berkowitz; Mr. Frank; Mr. Martin; Mr.Messrs. Alvarez, Berkowitz, Frank, Martin, Murphy and Mr. Portera. Mr. Keil wasGonzalez is not independent untilas he becamecurrently serves as our President and Interim CEO in August 2014.Chief Executive Officer. The Board has also determined that Mr. Hunt, who it has nominated to serve as a director, is independent.

Board Committees

The Board has the following three standing committees: the Governance Committee; the Audit Committee; and the Compensation Committee. Copies of the charters of each of the Governance Committee, the Audit Committee and the Compensation Committee setting forth the responsibilities of the committees can be found under the Investor Relations – Corporate Governance section of our website, located atwww.joe.com. 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, 133 South WaterSound Parkway, WaterSound, Florida 32413,32461, Attn: Corporate Secretary. We periodically review and revise the committee charters. The Board adopted a revised Audit Committee andCharter on May 16, 2016. Upon review in 2016, the Board determined that no revisions to the Governance Committee or Compensation Committee Charters on February 20, 2014 and the Governance Committee Charter on February 25, 2015.were necessary.

A summary of the current composition of each standing committee, and the number of meetings held by each such committee in 2014,2016, is set forth below.

Name		Governance and Nominating		Compensation		Audit		Governance		Compensation		Audit
Cesar L. Alvarez		Chair		Member		—		—		—		—
Bruce R. Berkowitz		—		—		—		—		—		—
Howard S. Frank		—		Chair		Member		Chair		Chair
Jeffrey C. Keil		—		—		—
Jorge L. Gonzalez								—		—		—
Stanley Martin		Member		—		Chair				—		Chair
Thomas P. Murphy Jr.		Member		Member		—						—
Vito S. Portera		—		Member		Member		—
Meetings held in 2014:		3		3		4
Meetings held in 2016:								2		2		4

= Committee member

In addition, the Board currently has created two special committees: (1) the Executive Committee and (2) the Investment Committee. Discussion of these committees is set forth below.

Board and Committee Meetings

The Board convened fivesix formal meetings in 20142016 and acted pursuant to written consent in lieu of a meeting three times.one time. Each member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he served in 2014. 2016.Non-management directors meet periodically in executive session without management on a regularly scheduled basis. Our Chairman of the Board presides during such

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CORPORATE GOVERNANCE

sessions. Board members are expected to attend our annual meetings of shareholders, either in person, by phone or by other remote communication. All of the current members of the Board, who were serving as directors at the time of the 20142016 Annual Meeting, were present at the 20142016 Annual Meeting.

Audit Committee

Responsibilities

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

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

Independence and Financial Expertise

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:

●

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

●

meets the enhanced independence standards for audit committee members required by the Securities and Exchange Commission, which we refer to as the SEC;

●

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

●

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.

In addition, the Board has determined that each of Howard S. Frank, Stanley Martin and Vito S. Portera qualifies as an “audit committee financial expert” under SEC rules.

Compensation Committee

Responsibilities

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

The Compensation 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 Compensation Committee Charter. Information regarding the processes and procedures followed by the Compensation Committee in considering and determining executive compensation is provided below under the heading “Compensation Discussion and Analysis.”

Independence

The Board reviewed the background, experience and independence of the Compensation 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 Compensation Committee:

Use of Outside Advisors

The Compensation 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 Compensation Committee in fulfilling its responsibilities. In 2014, theThe Compensation Committee retained Pearl Meyer & Partners, LLC (PMP) as its outside compensation consultant to provide the Compensation Committee with a review of competitive market data for the top seven executives; to assist the Compensation Committee in evaluating and developing our executive compensation program and pay practices; and to provide the Compensation Committee with a review of director compensation and a competitive market analysis. PMP did not performengage any services for us other than its services to the Compensation Committee. We believe that the use ofsuch outside compensation consultants provides additional assurance that our programs are reasonable and consistent with our objectives. Prior to retaining PMP for fiscal years ended December 31, 2014 and December 31, 2015, the Compensation Committee evaluated the independence of PMP, taking into account all factors relevant to their independence from management under the SEC rules and NYSE listing standards. Based upon those evaluations, the Compensation Committee determined that PMP was independent, and remains independent, and that PMP’s work for the Compensation Committee during fiscal years ended December 31, 2014 and December 31, 2015 does not raise any conflict of interest.advisors in 2016.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2016 was at any time during 20142016 or at any other 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 of Directors or Compensation Committee.

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CORPORATE GOVERNANCE

Governance and Nominating Committee

Responsibilities

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

Independence

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, as such requirements are interpreted by the Board in its business judgment.standards.

Director Candidates

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 atwww.joe.com. 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:

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CORPORATE GOVERNANCE

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 forre-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 directordirector; 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.

Mr. James S. Hunt was identified and evaluated as a potential candidate by independent members of the Board and the Company’s CEO. The Board believes Mr. Hunt meets the established criteria identified above and that he is the best qualified candidate for election to the Board. Mr. Hunt is a new nominee for election to the Board this year. His nomination is recommended by the Governance Committee and approved by the Board.

Additionally, although we do not have a formal, written diversity policy, pursuant to the Governance Committee Charter, the Governance Committee seeks a diverse group of director candidates, including diversity with respect to age, gender, ethnic background and national origin. The Governance Committee seeks candidates who will combine a broad spectrum of backgrounds, experience, skills and expertise and who would make a significant contribution to the Board, St. Joe and our shareholders.

The Governance Committee identifies nominees by first evaluating the current members of the Board willingmembers’ 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 forre-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 tore-nominate a member forre-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 Corporate Governance 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.

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CORPORATE GOVERNANCE

Executive Committee

The Executive Committee, whose current members are Messrs. Berkowitz, Frank and Keil,Gonzalez, may exercise all the powers and authority of the Board in the management of the business and affairs of St. Joe, except that the Executive Committee may not:

Investment Committee

The Investment Committee, whose current members are Messrs. Berkowitz, Frank and Keil,Gonzalez, approves certain expense commitments under the Company’s Signing Authority Matrix and supervises the implementation of the Investment Management Agreement, as amended, between St. Joe and Fairholme.an affiliate of Fairholme Capital.

Management Succession

Annually, the Board reviews and discusses a succession plan for the CEO as well as other senior management positions. To assist the Board, the CEO is required to provide the Board with 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 is required to prepare, 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 had the opportunity to consider the situation and take action, when necessary.

Code of Business Conduct and Ethics/Related Person Transaction Policy

Our Board of Directors has adopted a Code of Business Conduct and Ethics, which we refer to as the Code, 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, 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, which was most recently revised in November 2013, 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 Form8-K within four business days following the date of the amendment or waiver.

Our Governance and Nominating Committee Charter provides that our Governance Committee must approve all related person transactions involving any Board member or any executive officer. Current SEC rules

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CORPORATE GOVERNANCE

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.

Certain Relationships and Related Transactions

Except as set forth below, since January 1, 2014, we have not had any relationships or transactions with anyMr. Jorge Gonzalez’ wife owns a spa business that leases space in one of our commercial properties. The lease was entered into prior to Mr. Gonzalez becoming an executive officers, directors, beneficial ownersofficer and lease payments are at market rates. The lease obligations for the 2015 fiscal year through January 2019 (the end of more than 5%the current term of the lease) are approximately $210,000 (including CAM reimbursements of approximately $67,000).

Fairholme Capital has served as an investment advisor to the Company since April 2013. As of March 30, 2017 the funds managed by Fairholme Capital beneficially owned approximately 33.75% of our common stock or any immediate family member of such persons that were required to be reported pursuant to Item 404(a) of Regulation S-K.

In April 2013, we engaged Fairholme to serve as our investment adviser.stock. Mr. Bruce Berkowitz is the Founder, Managing Member and Chief Investment Officer of Fairholme and the President andCapital, a director of the Fairholme Fund, isTrust Company, LLC and the Chairman of our Board of Directors. TheMr. Cesar Alvarez also serves as a director of Fairholme Trust Company, LLC and is a member of our Board of Directors. Mr. Howard Frank serves as Independent Director on the Fairholme Fund owned approximately 27.1%and is a member of our common stockBoard of Directors. Fairholme Capital does not receive any compensation for services as of the record date. our investment advisor.

Pursuant to the terms of an Investment Management Agreement, as amended (the “Agreement”), an affiliate of Fairholme has agreed to supervise and direct the investments of investment accounts established by us in accordance with the investment guidelines and restrictions approved by the Investment Committee of our Board of Directors. The investment guidelines are set forth in such agreement. During 2014, the investment guidelines requiredAgreement and require that, as of the date of any investmentinvestment: (i) at least 50% of the investment accounts be held in cash or cash equivalents, (ii) no more than 15% of the investment accountsaccount may be invested in securities of any one issuer (excluding the U.S. Government), (iii) and (ii) any investment in any one issuer (excluding the U.S. Government) that exceeds 10%, but not 15%, requires the consent of at least two members of the Investment Committee and (iv)Committee. Effective November 1, 2016, we entered into an Amendment to the Agreement, pursuant to which we modified the investment accounts may notguidelines and restrictions described in the Agreement to (i) decrease from at least 50% to 25% the amount of the investment account that must be held in cash and cash equivalents, (ii) permit the investment account to be invested in common equity securities; however, common stock securities. Fairholme receives no compensation for their services asinvestments shall be limited to exchange-traded common equities, shall not exceed 5% ownership of a single issuer and, cumulatively, the common stock held in our investment advisor.

Our Codeportfolio shall not exceed $100.0 million market value, and (iii) provide that the aggregate market value of Business Conduct and Ethics, which was most recently revisedinvestments in Junecommon stock, preferred stock or other equity investments cannot exceed 25% of 2012, is available to view under the Investor Relations - Corporate Governance sectionmarket value of our website, locatedinvestment portfolio atwww.joe.com. We intend to post on our website information regarding any amendment to the Codetime of Business Conduct and Ethics or any waiver granted underpurchase. All other material investment guidelines remain the Code of Business Conduct and Ethics covered by Item 5.05 of Form 8-K.same.

Board Role in Management of Risk

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 Board’s 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 risk exposures 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 General Counsel and Chief Financial Officer. The other Committees of the Board consider the

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CORPORATE GOVERNANCE

risks within their areas of responsibility. The Board satisfies its oversight responsibility through the receipt and review of full reports by each Committee chair 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.

Director Compensation

Annual Retainer.For 2014,2016, our Board approved the annual retainer fees set forth below, payable in cash. We do not pay meeting fees. Annual retainer fees are payable quarterly in advance.

Messrs. Berkowitz and Frank waived their rights to receive the annual retainer or committee chair fees for their service on the Board in 2014. In connection with Mr. Keil’s appointment as President and Interim CEO, Mr. Keil did not receive the annual retainer fee for the fourth quarter of 2014.2016.

Annual Equity Grant.Following each annual meeting of our shareholders, the Compensation Committee grants an equity compensation award to eachnon-employee director. In 2014,2016, the Compensation Committee granted to eachnon-employee director an equity grant with an aggregate fair market value of $50,000,$50,006, based on the closing price of our common stock on the grant date.

Messrs. Berkowitz and Frank waived their rights to receive annual equity grants for their service on the Board in 2014.2016. In lieu of the annual equity grant, the Compensation Committee approved paying Mr. Alvarez the equivalent value of the equity award in cash for 20142016 and intends to do so in 2015.2017.

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 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. None of our directors participated in this program during 2014.

2014The St. Joe Company  |  2017 Proxy Statement  19

CORPORATE GOVERNANCE

2016 Director Compensation

The following table sets forth the compensation paid in 20142016 to each director, other than Mr. KeilGonzalez whose 20142016 compensation both for his services as a director prior to August 2014 and for his services as President and Interim CEO for the remainder of 2014 areis discussed under “Executive Compensation” below.in this proxy statement.

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IV.PROPOSALPROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

ACCOUNTANTS

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 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 of the Board of Directors has appointedselected KPMG LLP (“KPMG”) to continue to serve as our independent registered public accounting firm for the 20152017 fiscal year. KPMG has served as our independent registered public accounting firm since 1990. In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service 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 and the Board of Directors believe that the continued retention of KPMG 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 KPMG as our independent registered public accounting firm for 2017. Although ratification is not required by ourBy-laws or otherwise, the Board is submitting the selection of KPMG 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 KPMG, the appointment may be reconsidered by the Audit Committee. Ratification of the appointment of KPMG to serve as our independent registered public accounting firm for the 20152017 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of KPMG for the 20152017 fiscal year.

We expect a representative of KPMG 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.

In connection with the audit of our 20142016 financial statements and internal control over financial reporting, we entered into an agreement with KPMG which sets forth the terms by which KPMG performed audit services for us.

Fees Paid to KPMG

We were billed for professional services provided with respect to fiscal years 20132015 and 20142016 by KPMG in the amounts set forth in the following table.

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PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Recommendation of the Board of Directors

The Board of Directors recommends a vote ““FOR”FOR” ratification of the appointment of KPMG as our independent registered public accounting firm for the 20152017 fiscal year.

Pre-Approval Policies and Procedures for Audit and PermittedNon-Audit Services

The Audit Committee’s CharterPre-Approval Policy of the Company provides that the Audit Committee hasis required topre-approve all audit andnon-audit services performed by the soleCompany’s independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Any proposed services exceedingpre-approved cost levels require specificpre-approval by the Audit Committee. The term of anypre-approval is indefinite, unless the Audit Committee specifically provides for a different period or amends such approval.

Pursuant to thePre-Approval Policy, the Audit Committee delegatespre-approval authority to appoint, retain, compensate, evaluate, oversee and terminate the work of our independent auditors (including the authority to resolve disagreements between management and the

independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. Included within this authorityChairman of the Audit Committee isforpre-approval of decisions relating to a service if the sole authorityfee for such service does not exceed $50,000. The Chairman must report anypre-approval decisions to pre-approve all auditing services, internal control-related audit services and permitted non-audit services to be provided by the independent auditors.Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities topre-approve services performed by the independent auditor to its Chair the authority to pre-approve certain auditing services and non-audit services, provided that the Chair shall present such approvals at the next regularly scheduled Audit Committee meeting.

In connection with making any pre-approval decisions, the Audit Committee must consider whether the provision of such permitted non-audit services by KPMG is consistent with maintaining KPMG’s status as our independent auditors.management.

Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by KPMG during fiscal year 2014,2016, as described above.

Audit Committee Report

The Audit Committee (which we refer to as “we”, “us” or the “Committee” for purposes of this Audit Committee Report) oversees the financial reporting process of St. Joe on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including internal control 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 Committee pursuant to the Audit Committee Charter is set forth above on page 13.

In the performance of its oversight function, the Committee has reviewed and discussed the audited financial statements with management. We discussed with KPMG, St. Joe’s independent registered public accounting firm, its audit of St. Joe’s financial statements and internal control over financial reporting. We discussed with KPMG and St. Joe’s internal auditor the overall scope and plans for their respective audits. We have reviewed and discussed with management its process for preparing its report on its assessment of our internal control 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 KPMG the matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board. We also received the

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PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

written disclosures and the letter from KPMG 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 KPMG 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 Form10-K for the fiscal year ended

December 31, 20142016 for filing with the SEC. We also evaluated and selected KPMG as St. Joe’s independent auditors for 2015,2017, which the shareholders will be asked to ratify at the 2015 Annual Meeting of Shareholders.

Audit Committee:

Stanley Martin, Chair

Howard S. Frank

Vito S. Portera

March 23, 2015April 6, 2017

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended (which we refer to as the Securities Act) or the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act) that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report above and the Compensation Committee Report that follows shall not be deemed filed or incorporated by reference into any of our filings under the Securities Act or Exchange Act.

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V.EXECUTIVEEXECUTIVE OFFICERS

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

Marek Bakun, 43,45, has served as our Chief Financial Officer since October 2013 and as our Executive Vice President since May 2014. Prior to joining us in 2013, Mr. Bakun served as Chief Financial Officer and Treasurer of Orleans Homebuilders, Inc., a homebuilding company, in Bensalem, Pennsylvania from February 2011 until October 2013. From October 2010 to February 2011, Mr. Bakun served in a senior finance position for MDC Holdings, Inc., a homebuilder which builds under the name Richmond American Homes, where he provided financial analysis in connection with systems implementation in two of the company’s U.S. markets and provided financial analysis on other initiatives. From April 2008 to October 2010, Mr. Bakun served as Chief Financial Officer and Treasurer for Mattamy Homes Corporation with responsibility for financial controls in its five U.S. markets. From 1999 to April 2008, Mr. Bakun served in positions of increasing responsibility for Morrison Homes, which merged into Taylor Morrison HomesHome Corporation during his tenure, and was appointed Vice President and Chief Financial Officer in August 2006.

Patrick D. Bienvenue, 60, has served as our Senior Advisor to the Chairman since July 2014 and as our Executive Vice President since September 2011. Prior to joining us, Mr. Bienvenue spent 15 years at Leucadia National Corporation, with his final position as President of Leucadia Development Corporation and President of Leucadia Financial Corporation. Prior to joining Leucadia, Mr. Bienvenue was President of Torwest, Inc., where he was responsible for developing the Windsor Community in Vero Beach, Florida. Prior to joining Torwest, Mr. Bienvenue was an executive with Canadian Pacific Limited’s Marathon Realty Limited in Toronto, as well as the Trizec Corporation in Montreal and Stamford, Connecticut. Mr. Bienvenue has been a member of the board of directors of HomeFed Corporation since 1998 and a member of the board of directors of Maine Media College since 2011.

Kenneth M. Borick, 54,56, has served as our Senior Vice President, General Counsel and Corporate Secretary since February 2012. From September 2000 until February 2012, Mr. Borick held various positions of increasing responsibility within St. Joe, primarily in the legal department. Mr. Borick has over twenty years of legal experience, which began with the private practice of law in South Carolina. Mr. Borick then spent seven years with The Walt Disney Company prior to joining us in 2000.

Jorge L. Gonzalez, 50, joined us in 2002 and has served as our Senior Vice President, Development since 2012. Mr. Gonzalez is responsible for entitlements, land use, environmental, regulatory and public affairs. Prior to joining St. Joe, Mr. Gonzalez was a consultant in private practice.

David S. Harrelson, 59,61, joined us in 1976 and has served as our Senior Vice President, Timberland since February 2012. Previously, Mr. Harrelson served as our Vice President,

Timberland from 2006 until February 2012. Mr. Harrelson is responsible for the timber resources and land management onnon-entitled property. Since joining St. Joe as an entry-level forester, Mr. Harrelson has held various positions of increasing responsibility within the forestry division.

Patrick W. Murphy, 44,46, has served as our Senior Vice President, Operations since October 2012. From March 2006 until October 2012, Mr. Murphy served as the General Manager of the WaterColor Inn & Resort, our wholly owned resort. Prior to joining us, Mr. Murphy held various management positions with Five Diamond and Five Star Resorts, including Nemacolin Woodlands Resort from 2004 to 2006 and Sea Island Company from 2001 to 2004.

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VI.COMPENSATIONCOMPENSATION DISCUSSION AND ANALYSIS

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 20142016 compensation of our named executive officers (identified below), who we sometimes refer to as our NEOs. As discussed in Proposal 3 on page 38,33, 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 philosophies, the design of our executive compensation programs and why we believe that our current compensation contributed to our financial performance in 20142016 and will contribute to our financial performance in the future.

Named Executive Officers

For 2014,2016, our “named executive officers” were:

Park Brady, our former Chief Executive Officer through August 14, 2014 is also deemed to be a named executive officer.

Compensation Setting Process

Role of Compensation Committee

Pursuant to its Charter, the Compensation Committee is responsible for, among other things, establishing our general compensation philosophy and overseeing the development and implementation of our compensation and benefits program. The Compensation 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.

Role of Management

Our management develops background and supporting materials for review at Compensation Committee meetings, attends Compensation Committee meetings at the committee’s request, and provides information regarding, and makes recommendations about, designs for and, if warranted, changes to our executive compensation programs. Our CEO generally attends Compensation Committee meetings, but will not participate in any decisions

relating to his own compensation. CEO performance and compensation are discussed by the Compensation 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 Compensation Committee as to the amount and form of compensation.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

Our 20142016 executive compensation program consisted of base salary and discretionary bonuses payable based on the Compensation Committee’s discretionary evaluation of our overall financial performance and the contribution of the individual named executive officer to such performance. In addition, our named executive officers receive the same benefits and perquisites that are available to all employees.employees generally. The Compensation Committee does not have a formal policy relating to the allocation of total compensation among the various components. As discussed above, theThe Compensation Committee decidedcurrently does not to adopthave an annual performance-based bonus plan for 2014 and previously suspended the use ofor a formal long-term equity incentive plan while we consummated the AgReserves Sale and RiverTown Sale and transitioned to our core business activity of real estate development. While we previously suspended the use of such plans, we intend to implement a long-term incentive plan with an equity component to align the interests of our shareholders with the interests of senior management.plan. We anticipate that long-term equity awards willmore formalized programs may be grantedadopted in the future in order to attract, retain and motivate high-caliber talent dedicated to our long-term growth and success, including the retention of a suitable CEO in connection with our search for a permanent CEO.future.

Base Salary

Objective: The Compensation Committee believes that base salary should provide executives certainty that they will receive competitive compensation.

Performance Considerations: Base salary is designed to adequately compensate and reward the executive on aday-to-day basis for the time spent and the services the executive performs. When setting and adjusting individual executive salary levels, the Compensation Committee considers the executive officer’s responsibilities, experience, potential, individual performance and the Compensation Committee’s evaluation of its competitive market position. The Compensation 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 Compensation Committee bases salary adjustments on the overall assessment of all of these factors. The Compensation 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.

Committee Actions Taken in 20142016: In connection with its approval of the salaries of our named executive officers, the Compensation Committee sought to set salaries that would be sufficiently competitive to attract and retain talent, but reflective of our financial position and

our need to maintain liquidity. The salaries approved for Messrs. Brady, Bienvenue, and Bakun as part of their employment agreements were a result of negotiations with each executive and, based on our Committee’s industry and general knowledge, an evaluation of the amount that was necessary to attract each of the individuals. In 2014,Effective January 1, 2016, the Compensation Committee approved an increase in theMr. Gonzalez’s base salary of Mr. Borickfrom $250,000 to $256,000; no$350,000 in connection with his promotion to President and Chief Executive Officer. No other NEO received a base salary increase. The salary approved for Mr. Keil as President and Interim CEO was based on the interim nature of Mr. Keil’s appointment as discussed under “Compensatory Arrangement with Interim Chief Executive Officer” below.increase in 2016.

Discretionary Bonuses

Objective: The Compensation Committee awards discretionary bonuses to our Named Executive Officersnamed executive officers to reward such officers for their individual contributions to our overall financial performance in a given year and to assist in providing a competitive compensation package. The Committee believes that discretionary bonuses, 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 bonuses (if any) will be paid based on the Compensation Committee’s discretionary evaluation of our overall financial performance, and the contribution of athe particular named executive officer to such performance.performance and the other factors discussed above. The Compensation Committee also takes into consideration the target bonus amounts set in such named executive officer’s employment agreement, if applicable. The amount of such bonusesany discretionary bonus awarded is determined by the Compensation Committee, in its sole discretion, and bonusesin consultation with the independent directors of the Board. Bonuses are typically paid in cash. In determining individual bonus levels,cash during the first quarter, however, the Compensation Committee has, and may consider, among other things,in the executive officer’s responsibilities, experience, potential and individualfuture, decide to award bonuses during the year for exemplary performance.

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COMPENSATION DISCUSSION AND ANALYSIS

Committee Actions Taken with Respect to 20142016 Performance: In February 2015, theThe Compensation Committee, in consultation with the independent directors of the Board, approved the following discretionary cash bonus awards for 20142016 performance: $350,000$450,000 for Mr. Bienvenue;Gonzalez, $250,000 for Mr. Bakun, $128,000$200,000 for Mr. Borick, and $50,000$25,000 for Mr. Harrelson.Harrelson and $60,000 for Mr. Keil did not receive a bonus. In determining the bonuses to be awarded to each named executive officer, factors considered, among other things, were the target bonus amounts set in each named executive officer’s employment agreement, our overall financial performance and the contribution of the individual named executive officer to such performance.Patrick Murphy.

Employment Agreements

Compensatory Arrangement with Interim Chief Executive Officer

In connection with Mr. Brady’s retirement as CEO, we asked Mr. Keil, an independent director of our Board of Directors, to serve as President and Interim CEO while we search for a permanent CEO. In appointing Mr. Keil as President and Interim CEO, among other things, the Board of Directors determined that Mr. Keil was best positioned to effectively identify and execute on strategic priorities including the identification of potential candidates to serve as the permanent CEO. The Compensation Committee agreed to pay Mr. Keil an annualized base salary of $250,000 for his services as President and Interim CEO and he is eligible for a discretionary performance bonus with a target level of 100% of salary. Due to the short-term nature of the appointment, we did not enter into a contractual arrangement with Mr. Keil as the Compensation Committee did not believe it was necessary. Subsequent to his appointment

as President and Interim CEO, Mr. Keil did not receive any director fees in the fourth quarter of 2014 that he would otherwise be entitled to receive for his service as a member of the Board of Directors.

Employment Agreements

St. Joe entered into employment agreements with each of Messrs. Bienvenue and Bakun. Previously, we entered into an employment agreement with Mr. Brady who was our CEO for a portion of 2014. In connection with his retirement as CEO in August 2014, we entered into an additional letter agreement with Mr. Brady for consulting and advisory services to St. Joe. Summaries of these agreements are set forth below.

Employment Agreements with Messrs. Brady and Bienvenue

We entered into one year employment agreements with each of Messrs. Brady and Bienvenue. Pursuant to the terms of the agreements, on the six month anniversary of the date of the agreement (the “Renewal Date”), each employment agreement will be automatically extended for one year, unless the agreement is terminated at least 30 days prior to the applicable Renewal Date. The employment agreements provide for an annual base salary of $750,000 for Mr. Brady, and $400,000 for Mr. Bienvenue, which may be increased, but not decreased, by the Compensation Committee. For 2014, Messrs. Brady’s and Bienvenue’s base salary was $750,000 and $500,000, respectively. Mr. Bienvenue’s employment agreement also sets forth a minimum target award level of 100% of annual base salary that he will have the opportunity to achieve.

Each employment agreement provides that, upon our termination of the executive’s employment without cause or the executive’s resignation for good reason, Mr. Brady or Mr. Bienvenue, as applicable, will be entitled to receive (i) ratably over a 12 month period after the termination date, an amount equal to his base salary as in effect on the termination date, and (ii) a monthly amount equal to the employer portion of the applicable COBRA premium for a period of 18 months. Each employment agreement provides for noncompetition, confidentiality, non-solicitation and non-disparagement covenants. Each of Brady’s and Bienvenue’s severance payment, if any, would be subject to his execution of a separation and release agreement.

As Mr. Brady retired as CEO in August 2014, he was not entitled to and did not receive any benefits under the employment agreement upon termination of his employment.

Employment Agreement with Mr. Bakun

In connection with his appointment as CFO, St. Joewe entered into an employment agreement with Mr. Bakun to serve as CFO for a period of one year, commencing on October 7, 2013. On April 1^st1st 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 of $350,000, which may be increased by the Compensation Committee. In addition, Mr. Bakun is eligible for an annual cash bonus with a target award equal to 100% of his base salary rate. Pursuant to the employment agreement, Mr. Bakun received $100,000 for relocation expenses.

The employment agreement provides that, upon termination of Mr. Bakun’s employment following his resignation for good cause, for a reason other than for cause or due to his death or disability, Mr. Bakun is entitled to receive (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 andnon-disparagement covenants. Mr. Bakun’s severance payment is conditioned upon his execution of a separation and release agreement.

Letter Agreement with Mr. BradyRetirement Plans

In connection with Mr. Brady’s retirement as CEO and the appointment of Mr. Keil as President and Interim CEO, we determined that engaging Mr. Brady as a consultant provided us with the flexibility to meet our business and organizational needs, including permitting and other regulatory approvals associated with our mixed-use active adult community project and during the search for a permanent CEO and any related transition period. On August 13, 2014, we entered into a Letter Agreement with Mr. Brady, pursuant to which Mr. Brady agreed to serve as special advisor to St. Joe for a three-year period and we agreed to pay Mr. Brady (1) a consulting fee based on an annual rate of $300,000 and (2) a discretionary one-time cash incentive award of up to $400,000 as determined by the Compensation Committee of the Board in its sole discretion. The letter agreement also provided for certain noncompetition, confidentiality, non-solicitation and non-disparagement covenants. In addition, we agreed to continue providing Mr. Brady with a membership to our St. Joe Club & Resorts.

Retirement Plans

We previously provided retirement benefits to our named executive officers through a Pension Plan and 401(k) retirement plan. However, effective March 2013, we froze the Pension Plan and, in August 2014, we received the requisite regulatory approvals to terminate the Pension Plan. Currently, we provide retirement benefits to our named executive officers solely through aour 401(k) retirement plan. For more detail onplan pursuant to which we contribute the same percentage of salary as we do for our retirement plans, see our discussion below in Executive Compensation under “Pension Benefits” on pages 35 through 36.other employees, subject to a cap.

Health and Welfare Benefits and Perquisites

We have traditionally provided our named executive officers with a variety of health and welfare benefits andbenefits. In addition we provide the perquisites as reflected in the All Other Compensation column in the “Summary Compensation Table” on page 30 and more fully described in the footnote to that column. The only perquisites that our named executive officers are currently entitled to

receive, other than those that are available to all employees, are reimbursement for annual physical exams and membership in our St. Joe Club & Resorts (the latter of which has no incremental cost to us).

Tax Deductibility

Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes public companies from taking a federal income tax deduction for compensation in excess of $1 million paid to individual named executive officers unless certain specific and detailed criteria are met, including the requirement that

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COMPENSATION DISCUSSION AND ANALYSIS

compensation be “performance based” and under a plan approved by our shareholders. Because St. Joe has typically operated with net operating losses,While the tax deductibility of compensation has not been a major consideration in the Compensation Committee’s recent compensation decisions; howeverdecisions, this may become a consideration in the future.

Consideration of Shareholder Advisory Vote

As part of its compensation setting process, the Compensation 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 Compensation Committee is achieving its goal of designing an executive compensation program that promotes the best interests of StSt. Joe and its shareholders by providing its executives with the appropriate compensation and meaningful incentives. In 2014,2016, the Compensation Committee took into consideration that approximately 99%80% 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 Compensation Committee intends to annually review the results of the advisory vote 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.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on those reviews and discussions, the Compensation 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 Form10-K for the fiscal year ended December 31, 2014.2016.

Compensation Committee

Howard S. Frank, Chair

Cesar Alvarez

Thomas P. Murphy, Jr.

Vito S. Portera

March 23, 2015

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VII.EXECUTIVEEXECUTIVE COMPENSATION

2016 Summary Compensation Table

The following table sets forth the compensation earned by each of our named executive officers, or NEOs, for 2014, 20132016, 2015 and 2012.2014. In accordance with applicable SEC rules, we are providing compensation information for named executive officers only for years in which they qualified as named executive officers.

The changes in pension values shown reflect the changes in the present value of pension benefits from one year end to the next. Factors affecting the changes in present values include the impact of the value of benefits earned in the current year, the growth in the value of benefits earned in prior years due to the passage of time and the impact of changes in assumptions. This present value calculation is based on actuarial assumptions and discounting and isthe next. Factors affecting the changes in present values include the impact of the value of benefits earned in the current year, the growth in the value of benefits earned in prior years due to the passage of time and the impact of changes in assumptions. This present value calculation was based on actuarial assumptions and discounting and was not a direct reflection of the change in each participant’s actual account balance in the Pension Plan during the year.

(4)

Mr. Keil received an annual equity grant with an aggregate fair market value of $50,000, based on the closing price of our common stock on the grant date for his service on the Board of Directors. Mr. Keil did not receive any stock awards as a NEO of St. Joe during 2014.

All Other Compensation

The following table describes each component of the amounts shown in the All Other Compensation column in the table above for 2014.

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EXECUTIVE COMPENSATION > Outstanding Equity Awards

Outstanding Equity Awards at December 31, 20142016

The following table provides information on the outstanding equity awards held by the named executive officers at December 31, 2014.2016.

Name

Option Awards

Number of Securities Underlying Unexercised Options     Exercisable (#)

Number of Securities Underlying Unexercised Options     Unexercisable (#)

Option Exercise         Price ($)

Option Expiration     Date

Jorge Gonzalez

–

–

–

–

Marek Bakun

–

–

–

–

Kenneth Borick

2,595

–

54.05

2/12/17

David Harrelson

1,446

–

54.05

2/12/17

Patrick Murphy

–

–

–

–

Pension Benefits

The table below sets forth information regarding the pension benefits for the named executive officers under our terminated Pension Plan.

TheCompany’s Pension Plan was frozen in March 2013 and terminated in August 2014. It had been established to provide retirement benefits for our employees, including our named executive officers.

The terminated Pension Plan was a fully-funded, cash balance defined-benefit plan covering all of our employees who satisfied age and service requirements hired prior to March 2013. Each year, all active participants’ accounts were credited with a percentage (11%-15%) of the participant’s compensation, based on the participant��s age at the beginning of the year. The IRS, however, limited the compensation eligible for crediting under the terminated Pension Plan to $255,000 for 2013. Interest was credited to the participant’s beginning year balance. From March 1 to March 27, 2013, the percentage used to calculate the annual interest credit is equal to the rate on 30-year Treasury Bonds (constant Maturities) for September St. Joe Company  |  2017 Proxy Statement  30 2012 (2.88%). The rate

EXECUTIVE COMPENSATION > Potential Payments Upon Termination or Change in effect after March 27, 2013 was the average of the rates in effect for the five years preceding the plan termination (2008-2012), or 4.04%.Control

A participant’s “compensation” for purposes of calculating our contributions to the Pension Plan included his or her gross base salary (including any elective deferrals), commissions, and bonuses which are reported on IRS Form W-2. Compensation does not include any amounts processed within pay periods which end 31 days or more after termination of employment, sign-on bonuses, referral bonuses, commissions on the sale of a residence, severance pay, payments made after the death of an employee, recoverable draws, distributions from any qualified or nonqualified retirement plan, and gratuities.

The pension benefits table above provides an actuarial estimate of each participating NEO’s benefit under the terminated Pension Plan based on a projected retirement age of 65 and a discount to present value. Because of the cash balance nature of our terminated Pension Plan, a better way to understand each NEO’s possible benefit upon termination of employment, including retirement, is to refer to each executive’s account balance in the plan. As of December 31, 2014, the terminated Pension Plan assets were distributed to Pension Plan

participants and $7.9 million was distributed to our 401(k) retirement plan to pay additional future benefits. Subsequent to these distributions, the remaining Pension Plan assets of $23.8 million reverted to us in December 2014. The $7.9 million will be held in a suspense account with our 401(k) retirement plan and distributed over the next seven years. The first distribution occurred on March 6, 2015 for the 2014 Pension Plan year.

Potential Payments Upon Termination or Change in Control

Messrs. Bienvenue and Bakun

As discussed in the Compensation Discussion and Analysis under “Employment Agreements” on page 30,“Employment Agreements”, we have entered into an employment agreementsagreement with Messrs. Bienvenue andMr. Bakun that provideprovides for certain payments and other benefits if employment with us is terminated without “cause” or by the executiveMr. Bakun for “Good Reason”. Upon a termination by us without “cause” or by the executiveMr. Bakun for “Good Reason”, the executiveMr. Bakun is entitled to receivereceive:

TheMr. Bakun’s employment agreements doagreement does not provide for any additional benefits if such termination occurs in connection with a change in control. In addition, the employment agreements doagreement does not provide anygross-up for excise taxes. Instead, the employment agreements provideagreement 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 agreements doagreement 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 Messrs.Mr. Bakun and Bienvenue would receive pursuant to theirhis employment agreementsagreement in connection with theirhis termination without cause or by the executiveMr. Bakun for good reason. These amounts have been quantified as if such termination events occurred on December 31, 2014.2016.

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EXECUTIVE COMPENSATION > Potential Payments Upon Termination or Change in Control

Mr. Brady

As discussed in Compensation Discussion and Analysis under “Employment Agreements” on page 30, Mr. Brady is not entitled to receive any benefits pursuant the employment agreement due to termination of his employment.The St. Joe Company

VIII.PROPOSALPROPOSAL 3 - ADVISORY VOTE ON

EXECUTIVE COMPENSATION

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 20142016 Annual Meeting, 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 20142016 Annual Meeting, and our shareholders approved the proposal, with approximately 99%80% of the votes cast in favor.

At the 2015 Annual Meeting, we will ask our shareholders to approve our NEO compensation as described in this proxy statement. This proposal, referred to as a “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 2015 Annual Meeting for shareholder approval:

“RESOLVED, that, the compensation paid to St. Joe’s NEOs, as disclosed in this proxy statement for our 2015 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure, is hereby approved.”

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 2014,2016, 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 Compensation Committee or our Board. However, the Compensation 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.

Recommendation of the Board of Directors

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

The St. Joe Company  |  2017 Proxy Statement  33

IX.SECURITYPROPOSAL 4 - ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON

EXECUTIVE COMPENSATION

The Dodd-Frank Act requires us to provide our shareholders with the opportunity to vote, on a nonbinding, advisory basis, for their preference as to whether future advisory votes on the compensation of our named executive officers should occur every one, two or three years. You have the option to vote for any of the three options, or to abstain from casting a vote.

We are required to hold a vote on the frequency of Say on Pay proposals every six years. At our 2011 Annual Meeting, our shareholders voted to hold an advisory vote on our executive compensation program every year. Accordingly, we have submitted Say on Pay proposals on the compensation of our named executive officers at every subsequent annual meeting of shareholders.

After careful consideration, our Board recommends that we continue to conduct an advisory vote on executive compensation annually. Our Board believes that a frequency of every year for the Say on Pay vote on executive compensation is the best approach for the Company and our shareholders. An annual advisory vote provides more frequent shareholder feedback to our Board and the Compensation Committee regarding our executive compensation programs and policies. Our Board and Compensation Committee intend to consider this advisory vote as part of the design of our executive compensation programs and communication of such programs to our shareholders.

When voting on this proposal, you may indicate whether you would prefer an advisory vote every one, two or three years, or you may abstain from voting. If a majority of the votes cast do not favor one of the three frequencies, the frequency that receives the most votes will be considered to be the frequency favored by shareholders.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” a frequency of “1 Year” for futurenon-binding shareholder votes on compensation of our named executive officers.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS

Principal Holders of Stock

The following table shows the number of shares of common stock held by all persons who are known by us to beneficially own or exercise voting or dispositive control over more than five percent of our outstanding common stock as of May 4, 2015:March 30, 2017:

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SECURITY OWNERSHIP

Common Stock Ownership by Directors and Executive Officers¹

The following table sets forth the number of shares of our common stock beneficially owned by the current directors, the named executive officers and the directors and all named executive officers as a group, as of May 4, 2015.March 30, 2017.