UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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		The St. Joe Company 133 South WaterSound Parkway130 Richard Jackson Boulevard WaterSound,Suite 200 Panama City Beach, Florida 3246132407

NOTICE OF 20192022 ANNUAL MEETING OF SHAREHOLDERS

April 10, 20197, 2022

Dear Shareholder:

It is my pleasure to invite you to attend The St. Joe Company’s Annual Meeting of Shareholders.The meeting will be held on May 20, 2019,17, 2022, at 9:00 a.m., Central Daylight Time (the “Annual Meeting”). This year’s Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please see Questions and Answers About Voting at the WaterColor Inn, 34 Goldenrod Circle, Santa Rosa Beach, Florida 32459. Annual Meeting and Related Matters. Shareholders will be able to attend, vote and submit questions from any location via the Internet.

At the meeting, you will be asked to:

Only shareholders of record as of the close of business on March 26, 201923, 2022 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 virtual Annual Meeting, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. This will not prevent you from voting your shares in person if you are present.

IWe look forward to seeingspeaking with you on May 20, 2019.

Sincerely,17, 2022.

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 10, 2019.7, 2022. 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) sixteen-digitdigit Control Number from your proxy card/notice to vote.

The St. Joe Company| 20192022 Proxy Statement

TABLE OF CONTENTS

The St. Joe Company  |  2019 Proxy Statement  i

The St. Joe Company  |  2019 Proxy Statement  ii

PROXY STATEMENT

PROXY STATEMENT

PROXY STATEMENT

Proxy Statement for Annual Meeting of Shareholders to be held on May 20, 201917, 2022

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 2022 Annual Meeting of Shareholders which we refer to as the Annual Meeting.(the “Annual Meeting”). Our Board of Directors which we sometimes refer to as the Board,(the “Board”) is soliciting proxies from shareholders who wish to vote at the meeting.Annual Meeting. By use of a proxy, you can vote even if you do not attend the meeting.virtual 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.

Date, Time and PlaceLocation of the Annual Meeting of Shareholders

We will hold the Annual Meeting on May 20, 2019,17, 2022, at 9:00 a.m., Central Daylight Time, virtually at www.virtualshareholdermeeting.com/JOE2022.

Virtual Meeting

This year’s Annual Meeting will be held in a virtual meeting format only, with no physical in-person meeting. Shareholders will be able to attend, vote and submit questions from any location via the WaterColor Inn, 34 Goldenrod Circle, Santa Rosa Beach, Florida 32459.Internet.

The St. Joe Company  |  2019 Proxy Statement  1

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

If your shares are held by a brokerage firm, bank, trustee or other agent whom we refer to as a nominee,(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 you are a beneficial owner of shares, 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).

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

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

The St. Joe Company  |  2019 Proxy Statement  3

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

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 owner of shares, 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.virtual Annual Meeting.

Alternatively, if you vote by telephone or on the Internet, you will need to vote once for each proxy card you receive.

The St. Joe Company  |  2019 Proxy Statement  5

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

The St. Joe Company  |  2019 Proxy Statement  6

PROPOSAL 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. Our Board currently has sixfive members. Upon the recommendation of the Governance and Nominating Committee, which we refer to as the Governance Committee, our Board has nominated each of the following current directors forre-election at the Annual Meeting: Cesar L. Alvarez, Bruce R. Berkowitz, Howard S. Frank, Jorge L. Gonzalez James S. Hunt and Thomas P. Murphy Jr. (collectively, the “Director Nominees”). The Board has nominated each of these persons to serve as a director for aone-year term that will expire at the 2020 Annual Meeting2023 annual meeting of Shareholdersshareholders or until his 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. In evaluating what it believes the optimal size and composition of the Board to be, the Board considered the current scope of the Company’s operations and the strength, tenure, mix and experience of the Director Nominees, and decided, for the present time, to leave the size of the Board at six members.

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.

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PROPOSAL 1 - ELECTION OF DIRECTORS

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

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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. www.joe.com.

Board Leadership Structure

As stated in our Corporate Governance Guidelines, it is our policy that the positions of Chief Executive Officer (CEO)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 dayday-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.

Pursuant to our Corporate Governance 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 an independent lead director (the “Lead 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. The Board has determined that Mr. Berkowitz, who serves as our Chairman of the Board, is independent under NYSE listing standards. As a result, the Board has not designated a Lead Director.

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 as Annex A to our Corporate Governance 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.

CORPORATE GOVERNANCE

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 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.

The St. Joe Company  |  2019 Proxy Statement  11

CORPORATE GOVERNANCE

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.auditor. 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:

In addition, the Board has determined that each of Howard S.Mr. Frank and James S. Hunt qualifies as an “audit committee financial expert” under SEC rules.

Compensation and Human Capital Committee

In November 2021, the committee’s charter was amended to provide 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, diversity, equity and inclusion, work culture and the development and retention of the Company’s workforce. The committee’s name was also changed to “Compensation and Human Capital Committee” to reflect these oversight responsibilities.

Responsibilities

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

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CORPORATE GOVERNANCE

The CompensationCHC 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 CompensationCHC Committee Charter. Information regarding the processes and procedures followed by the CompensationCHC 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 CompensationCHC 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 CompensationCHC Committee:

Use of Outside Advisors

The CompensationCHC 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 CompensationCHC Committee in fulfilling its responsibilities. The Compensation Committee did not engage any such outside advisorsIn 2021, Poe Group Advisors were engaged in 2018.a limited scope to assist with formulating recommendations regarding the LTIP (as defined below).

Compensation and Human Capital Committee Interlocks and Insider Participation

None of the members of the CompensationCHC Committee during 2018 was2021 were at any time during 20182021 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 CompensationCHC Committee.

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CORPORATE GOVERNANCE

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.

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 at www.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:

The St. Joe Company  |  2019 Proxy Statement  15Joe’s businesses;

CORPORATE GOVERNANCE

In selecting Board nominees, 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,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, 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 with a diversity of ethnicity and gender 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 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.

Executive Committee

The purpose of the Executive Committee, whose current members are Messrs. Berkowitz, Frank and Gonzalez, is to assist the Board in executing its responsibilities, primarily to take such actions that exceed the authority of management but do not require approval by the full Board. The Executive Committee also assists in the Board’s oversight of the Company’s operations, strategic direction and governance in the intervals between meetings of the Board. The Executive Committee may not, however:

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CORPORATE GOVERNANCE

Certain Relationships and Related Transactions

Fairholme Capital has served as an investment advisor to the Company since April 2013. Based on the latest reporting with the Securities and Exchange Commission (the “SEC”),SEC, Mr. Berkowitz and clients of

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CORPORATE GOVERNANCE

Diversity and Inclusion

We believe that a diverse and inclusive workplace is key to our success, and that it is our responsibility to advance racial and social equity. We strive to foster a diverse and inclusive environment where each of our team members are valued and respected while working to build a workplace, community and Company that reflects our core values, and believe that, over time, this will lead to an increasingly diverse workforce. As a part of finding the most qualified people, we seek to identify and consider diverse slates of candidates for roles across the organization, from the boardroom and c-suite to all levels of the workforce.

As of February 21, 2022, approximately 31% of our workforce identify as racially diverse and approximately 49% of our workforce, including 50% of our executive management team, is comprised of women.

Director Compensation

Annual Retainer. For 2018,2021, our Board approved the annual retainer fees set forth below, payable in cash. We do not pay meeting fees.fees or award annual stock grants to our non-employee directors. Annual retainer fees are payable quarterly in advance.

The St. Joe Company |  2019 Proxy Statement  18director;

PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSACCOUNTING FIRM

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.

Changes in Independent Registered Public Accounting Firm

On April 2, 2018, the Company notified KPMG LLP (“KPMG”) of its decision not tore-appoint KPMG as the Company’s independent registered public accounting firm for the Company’s 2018 fiscal year. The Company’s decision not tore-appoint KPMG was approved by the Company’s Audit Committee on March 30, 2018.

During the two fiscal years ended December 31, 2017,selected, and the subsequent interim period through March 30, 2018, there were no: (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference in connection with KPMG’s opinion toBoard has ratified the subject matter of the disagreement, or (2) reportable events as defined in Item 304(a)(1)(v) of RegulationS-K.

The audit reports of KPMG on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

The Company provided KPMG with a copy of the disclosures made in a Current Report on Form8-K (the “Report”) prior to the time the Report was filed with the SEC and requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company therein, and, if not, stating the respects in which it does not agree. The letter from KPMG to the Securities and Exchange Commission dated as of April 4, 2018, was filed in our Form8-K dated April 4, 2018 and is incorporated by reference.

Engagementselection of, Grant Thornton

On March 30, 2018, the Audit Committee appointed Grant Thornton to continue to serve as our independent registered public accounting firm for the 20182022 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

The St. Joe Company  |  2019 Proxy Statement  21

PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the 20192022 fiscal year.

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

ThePre-Approval Policy of the Company provides that the Audit Committee is required topre-approve all audit andnon-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 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.

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EXECUTIVE OFFICERS

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

Marek Bakun, 50,, 47, has served as our Chief Financial Officer since October 2013 and asis our Executive Vice President and CFO since May 2014. 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 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 implementations in two of the company’s U.S. markets and provided financial analysis on other initiatives. From April 2008 to October 2010,Company, 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. From 1999 to April 2008, Mr. BakunHe also served in positions of increasing responsibility for Morrison Homes, which merged into Taylor Morrison Home Corporation during his tenure, and was appointedas Vice President and Chief Financial Officer for Morrison Homes, and when the company merged with Taylor Woodrow in August 2006.2007, he managed the financial integration of the two multi-billion-dollar companies.

Elizabeth J. Walters, 59,56,has served as is our Senior Vice President, General Counsel and Corporate Secretary since August 2018. SheSecretary.

Ms. Walters joined the company in July 2018Company after more than 20 years with Burke Blue Hutchison Walters & Smith, P.A. (“Burke Blue”), a full-service legal firm based in Panama City, Florida where she was a partner. Ms. Walters has 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. Prior to joining Burke Blue, Ms. Walters holds a BA and 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 various senior staffmany community leadership positions withthroughout Northwest Florida and her current involvement includes serving on the Florida CabinetBoard of Directors of the Panama City Port Authority, the Board of Trustees of The St. Joe Community Foundation, the Governing Board of Alignment Bay County, The Executive Board of the FSU Real Estate Center and Legislature. She also held positions with statewide political campaigns and successfully represented interests of clients as a governmental consultant.

Patrick W. Murphy, 48,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, Board of Trustees of Ascension / Sacred Heart Bay and as past Trustee of the Florida State University Foundation.

Rhea Goff, 41, is our Senior Vice President Operations since October 2012. From March 2006 until October 2012, Mr. Murphy servedand Chief Administrative Officer.

Ms. Goff began working with St. Joe in 2003 as the General Manager of thea Human Resources Assistant at WaterColor Inn & Resort our wholly owned subsidiary. Priorfocusing on human resources for St. Joe’s hospitality operations in Walton and Bay Counties. In 2005, Ms. Goff’s role expanded to joining us, Mr. Murphy held various management positions with Five Diamonda corporate position managing human resources for the Northwest Florida region, and Five Star Resorts, including Nemacolin Woodlands Resortlater, company-wide. Ms. Goff is now responsible for oversight of all human resources operations throughout the Company. She also oversees Marketing, Information Technology as well as a variety of St. Joe’s corporate administration, policies, and compliance matters. Ms. Goff earned her Bachelor’s Degree from 2004 to 2006Florida State University in 2001. Ms. Goff serves on the Boards of Florida’s Great Northwest, Florida’s Great Northwest Foundation, Seaside School Board and Sea Island Company from 2001 to 2004.

Susan Mermer, 59, has served as our Chief Accounting Officer since March 2016. Prior to joining us in 2016,South Walton High School Business Advisory Board. In addition, Ms. Mermer served as Vice President and Corporate ControllerGoff serves on the Board of Lighting Science Group Corporation, a lighting solutions company, in Melbourne, Florida from August 2009 until March 2016. From February 2007 to June 2009, Ms. Mermer served in various accounting roles at The Goldfield Corporation, an electrical construction and real estate development company, in Melbourne, Florida. From August 2000 to February 2007, Ms. Mermer served as Executive Vice President and Chief Financial OfficerTrustees of eMerge Interactive, Inc., a technology company, located in Sebastian, Florida. Ms. Mermer began her career in public accounting at KPMG, where she worked for eight years providing audit services to multiple companies, including SEC reporting companies and real estate entities, and ending her position with KPMG as Audit Manager.

The St. Joe Company  |  2019 Proxy Statement  24Community Foundation.

PROPOSAL 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 named executive officers (the “NEOs”).

At the 2021 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 2021 Annual Meeting of Shareholders, and our shareholders approved the proposal, with over 99% 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:

“RESOLVED, that, the compensation paid to St. Joe’s NEOs, as disclosed in this proxy statement for our 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 2021, 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.

Recommendation of the Board of Directors

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

COMPENSATION 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 20182021 compensation of our named executive officersNEOs (identified below), who we sometimes refer to as our NEOs.. 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 philosophies,philosophy, the design of our executive compensation programsprogram and why we believe that our current compensation contributed to our financial performance in 20182021 and will contribute to our financial performance in the future.

Named Executive Officers

For 2018,2021, our “named executive officers” were:

Compensation Setting Process

Role of CompensationCHC Committee

Pursuant to its Charter, the CompensationCHC Committee is responsible for, among other things, establishing our general compensation philosophy and overseeing the development and implementation of our compensation and benefits program.programs. The CompensationCHC 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 CompensationCHC Committee meetings, attends CompensationCHC 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.program. Our CEO generally attends CompensationCHC Committee meetings, but will not participate in any decisions relating to his own compensation. CEO performance and compensation are discussed by the CompensationCHC 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 CompensationCHC Committee as to the amount and form of compensation.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

Our 20182021 executive compensation program consisted of base salary and discretionary cash incentives payable based on the CompensationCHC Committee’s evaluation of our overall financial performance and the contribution of the individual named executive officer to such performance. In addition, our named executive officersNEOs receive the same benefits and perquisites that are available to all employees generally. The CompensationCHC Committee does not have a formal policy relating to the allocation of total compensation among the various components. The CompensationIn 2021, the CHC Committee currently doesdid not haveutilize an annual performance-based incentive compensation plan or a formal long-term equity incentive plan. We anticipate

In order to further enhance a “pay for performance” environment, in November 2021, the CHC Committee added a long-term equity incentive plan (“LTIP”) component to the Company’s executive compensation program for 2022. Accordingly, in February 2022, the CHC Committee granted to members of management 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 number of RSAs granted was based on a percentage of each individual’s base salary. The CHC Committee believes that more formalized programs may be adopted inadding the future.LTIP component to the executive compensation program will align executive and shareholder interests by creating an “ownership culture” as well as provide retention incentives for our executive officers.

Base Salary

Objective: The CompensationCHC Committee believes that base salary should provide executives certainty that they will receive competitive compensation. For 2021, base salaries for our NEOs were as follows: $450,000 for Mr. Gonzalez, $385,000 for Mr. Bakun, $325,000 for Ms. Walters and $176,000 for Ms. Goff.

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 CompensationCHC Committee considers the executive officer’s responsibilities, experience, potential, individual performance and the CompensationCHC Committee’s evaluation of its competitive market position. The CompensationCHC 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 CompensationCHC Committee bases salary adjustments on the overall assessment of all of these factors. The CompensationCHC 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 2018:The Compensation Committee did not approve any base salary increases for any of our named executive officers in 2018.

Discretionary Cash Incentives

Objective: The CompensationCHC Committee awards discretionary cash incentives to our named executive officersNEOs 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 companyCompany and individual performance.

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

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one-timeCOMPENSATION DISCUSSION AND ANALYSIS cash payment of $200,000, which was awarded by the Compensation Committee for Mr. Bakun’s contributions to several successful transactions involving the Company in 2018.

Employment and Other Agreements

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.

Employment Agreement with Mr. Bakun

In connection with his appointment as CFO,Chief Financial Officer, we entered into an employment agreement with Mr. Bakun to serve as CFOChief Financial Officer for a period of one year, commencing on October 7, 2013. On April 1st of each successiveone-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 CompensationCHC 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 cause,“good reason,” for a reason other than for cause“cause” or due to his death or disability, Mr. Bakun isBakun. would be 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.

Separation Agreement with Mr. Borick

InBakun’s employment agreement does not provide for any additional benefits if such termination occurs in connection with Mr. Borick’s retirement froma change in control. In addition, the Company, which was effective August 31, 2018, we entered intoemployment 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 Separation Agreement with Mr. Borick.

Pursuantseverance payment will be reduced, as necessary, to avoid the Separation Agreement, Mr. Borick is entitled to receive: (i) an amount equal to $300,000 (one year’s annual salary), payable ratably over a 12 month period, (ii) aone-time lump sum payment of $169,334 (equivalent to a pro rata portion of his estimated annual cash bonus and annual 401k contributionany excise taxes. Additionally, the employment agreement does not provide for 2018), and (iii) a monthly amount equal to the employer portion of the applicable COBRA premium for the18-month period immediately following the retirement date.

All payments andany additional benefits to Mr. Borick (excluding COBRA premiums) must be promptly returned to the Company if Mr. Borick breaches the restrictive covenants set forth in the Separation Agreement. Until such restrictions are completely satisfied, Mr. Borick is a constructive trusteeevent of such payments and benefits. In addition, all payments and benefitsdeath or termination due to Mr. Borick are subject to recoupment by the Company to the extent required under the Sarbanes-Oxley Act of 2002 and/or the Dodd-Frank Act.

In addition to amounts paid under the Separation Agreement, at our request, Mr. Borick periodically provided legal services to the Company following his retirement.disability.

Severance

Except as described above, we do not have any other severance or post-employment payment arrangementarrangements in place with any of our named executive officers.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation and Human Capital Committee Report

The CompensationCHC Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on those reviews and discussions, the CompensationCHC 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, 2018.

Compensation Committee:

Howard S. Frank, Chair

James S. Hunt

Thomas P. Murphy, Jr.

March 27, 20192021.

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EXECUTIVE COMPENSATION

20182021 Summary Compensation Table

The following table sets forth the compensation earned by each of our named executive officers, or NEOs for 2018, 2017,2021, 2020, and 2016. 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.2019.

EXECUTIVE COMPENSATION

Outstanding Equity Awards at December 31, 20182021

There were no outstanding equity awards held by any of the named executive officers atNEOs as of December 31, 2018.

Pension Benefits

The Company’s Pension Plan was frozen in March 2013 and terminated in August 2014.2021.

Grants of Plan-Based Awards

The Company doesdid not have any grants of awards under any cash or equity-based award plans in place.

The St. Joe Company  |  2019 Proxy Statement  place December 31,