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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Form, Schedule or Registration Statement No.:
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Date Filed:
The St. Joe Company
Panama City Beach, Florida |
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:
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Elect five directors for a one-year term expiring at the 2023 annual meeting of shareholders or until his successor is elected and qualified.
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Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the 2022 fiscal year.
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Approve, on an advisory basis, the compensation of our named executive officers.
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Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.
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.
Sincerely, |
Bruce R. Berkowitz Chairman of the Board |
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
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS | 2 | |||
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Code of Business Conduct and Ethics/Related Person Transaction Policy | ||||
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PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC | ||||
Fees Paid to Our Independent Registered Accounting | ||||
Pre-Approval Policies and Procedures for Audit and PermittedNon-Audit Services | ||||
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The St. Joe Company | 2019 Proxy Statement i
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS |
The St. Joe Company | 2022 Proxy Statement | i |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS | ||||
Shareholder Proposals for | ||||
The St. Joe Company | 2019 Proxy Statement ii
The St. Joe Company | 2022 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
The St. Joe Company | 2022 Proxy Statement | 1 |
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | Who may vote at the Annual Meeting? |
A: | Only holders of record of shares of our common stock at the close of business on March |
Q: | How can I attend the Annual Meeting? |
A: | Shareholders as of the record date may attend and vote virtually at the Annual Meeting by logging in at www.virtualshareholdermeeting.com/JOE2022. To log in, shareholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (“Notice”). |
Q: | How many votes do I have? |
A: | You may cast one vote for each share of our common stock held by you as of the record date on all matters presented at the meeting. |
Q: | What constitutes a quorum, and why is a quorum required? |
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Q: | What is the difference between a shareholder of record and a beneficial owner? |
A: | If your shares are registered directly in your name with St. Joe’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered the “shareholder of record” with respect to those shares. |
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.
The St. Joe Company | 2019 Proxy Statement 2
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QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | How do I vote? |
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IF YOU ARE A SHAREHOLDER OF | IF YOU ARE A BENEFICIAL OWNER | |||
By Internet(1) | www.proxyvote.com | www.proxyvote.com | ||
By Telephone(1) | 1-800-690-6903 | 1-800-690-6903 | ||
By Mail | Return a properly executed and dated proxy card in the pre-paid envelope we have provided | Return a properly executed and dated voting instruction form by mail, depending upon the method(s) your bank, brokerage firm, broker-dealer or other similar organization makes available | ||
At the Annual Meeting(1) | Shareholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/JOE2022 to vote during the meeting | Shareholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/JOE2022 to vote during the meeting | ||
(1) 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. Internet and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders to give their voting instructions and confirm that shareholders’ instructions have been recorded properly. Shareholders voting by Internet or telephone should understand that, while we and Broadridge Financial Solutions, Inc. (“Broadridge”) do not charge any fees for voting by Internet or telephone, there may still be costs, such as usage charges from Internet access providers and telephone companies, for which you are |
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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).
Q: | What am I being asked to vote on? |
A: | At the Annual Meeting you will be asked to vote on the following three proposals. Our Board recommendation for each of these proposals is set forth below. |
Proposal | Board | |||||
1. | To elect | FOR | ||||
2. | To ratify the appointment of Grant Thornton LLP | FOR | ||||
3. | To approve, on an advisory basis, the compensation of our named executive officers | FOR | ||||
Other Proposals | We will also consider such other business that properly comes before the Annual Meeting in accordance with Florida law and the Bylaws of the Company (the “Bylaws”). |
We will also consider such other business that properly comes before the meeting in accordance with Florida law and our Bylaws.
Q: | What happens if additional matters are presented at the Annual Meeting? |
A: | Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Messrs. Bruce R. Berkowitz and Jorge L. Gonzalez, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Florida law and our Bylaws. |
The St. Joe Company | 2022 Proxy Statement | 3 |
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | How many votes are needed to elect each director nominee (Proposal 1)? |
A: | Under our Bylaws, a majority of the votes cast (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee) is required for the election of directors in an uncontested election. In addition, 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 (as defined below) who will recommend to the Board the action to be taken. |
The St. Joe Company | 2019 Proxy Statement 3
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | How many votes are needed to approve the ratification of Grant Thornton (Proposal 2)? |
A: | Under our Bylaws, the votes cast favoring the action must exceed the votes cast opposing the action to approve the ratification of Grant Thornton as our independent registered certified public accounting firm. |
Q: | How are votes counted for the advisory proposal regarding Say on Pay (Proposal 3)? |
A: | Proposal 3 is an advisory vote, which means that while we ask shareholders to approve the resolution regarding Say on |
Consequently, the provisions of our Bylaws regarding voting requirements do not apply to this proposal. We will report the result of the shareholder vote on this proposal 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.
Q: | What is the effect of the advisory vote on Proposal 3? |
A: | Although the advisory vote on Proposal 3 isnon-binding, our Board and its |
Q: | What if I am a beneficial owner of shares and I do not give the nominee voting instructions? |
A: | If you are a beneficial owner of shares and your shares are held in the name of a broker, the broker is bound by the rules of the New York Stock Exchange (“NYSE”) regarding whether or not it can exercise discretionary voting power for any particular proposal if such broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions only with respect to certain “routine” matters. A broker non-vote occurs when a nominee who holds shares for another does not vote on a particular matter because the nominee does not have discretionary voting authority for that matter and has not received instructions from the beneficial owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as a vote cast with respect to a matter on which the nominee has expressly not voted. |
Other than the proposal to approve the ratification of Grant Thornton (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 and 3 absent your voting instructions.
Q: | What if I sign and return my proxy without making any selections? |
A: | If you sign and return your proxy without making any selections, your shares will be voted “FOR” each of the |
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Other than the proposal to approve the ratification of Grant Thornton (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 and 3 absent your voting instructions.
The St. Joe Company | 2019 Proxy Statement 4
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | What if I abstain or withhold authority to vote on a proposal? |
A: | If you sign and return your proxy marked “ABSTAIN” on any proposal, your shares will not be voted on that proposal and will not be counted as votes cast in the final tally of votes with regard to that proposal. However, your shares will be counted for purposes of determining whether a quorum is present. |
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.
Proposal | Can Brokers | Impact of | Impact of | |||
Election of Directors | No | None | None | |||
Ratification of Auditors | Yes | Not Applicable | None | |||
Say on Pay | No | None | None |
Q: | Can I change my vote after I have delivered my proxy? |
A: | Yes. If you are a shareholder of record, you may revoke your proxy at any time before its exercise by: |
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Written notice to our Corporate Secretary at The St. Joe Company, 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407;
Executing and delivering to our Corporate Secretary a new proxy with a later date;
Submitting a telephonic or Internet vote with a later date (only your last internet or telephone proxy submitted prior to the meeting will be counted); or
by voting at the virtual Annual Meeting.
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.
Q: | Can I ask questions at the virtual Annual Meeting? |
A: | Shareholders as of our record date who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/JOE2022 will have an opportunity to submit questions in writing live via the Internet during a designated portion of the meeting. Shareholders must have available their control number provided on their proxy card, voting instruction form or Notice. |
Q: | What does it mean if I receive more than one proxy card? |
A: | If you receive more than one proxy card, it means that you hold shares of St. Joe in more than one account. To ensure that all your shares are voted, sign and return each proxy card. |
Alternatively, if you vote by telephone or on the Internet, you will need to vote once for each proxy card you receive.
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The St. Joe Company | 2019 Proxy Statement 5
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | If I plan to attend the virtual Annual Meeting, should I still vote by proxy? |
A: | Yes. Casting your vote in advance does not affect your right to attend the virtual Annual Meeting. |
If you vote in advance and also attend the meeting,virtual Annual Meeting, you do not need to vote again atduring the meetingvirtual Annual Meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record.
Q: | Where can I find voting results of the Annual Meeting? |
A: | We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form8-K filed within four business days after the Annual Meeting. |
The St. Joe Company | 2022 Proxy Statement | 5 |
QUESTIONS AND ANSWERS ABOUT VOTING AT THE ANNUAL MEETING AND RELATED MATTERS
Q: | Who will count and certify the votes? |
A: | Representatives of Broadridge |
Q: | Who pays for the cost of proxy preparation and solicitation? |
A: | The accompanying proxy is solicited by the Board. We have engaged Broadridge to assist us in the distribution of proxy materials and to provide voting and tabulation services for the Annual Meeting for an estimated cost of |
Q: | Who should I call with other questions? |
A: | If you have additional questions about this proxy statement or the meeting or would like additional copies of this proxy statement or our annual report, please contact: The St. Joe Company, |
The St. Joe Company | 2019 Proxy Statement 6
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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.
The St. Joe Company | 2019 Proxy Statement 7
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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.
Cesar L. Alvarez Age Director since 2012 Committees:
• CHC • Governance | Mr. Alvarez is the Senior Chairman of the international law firm of Greenberg Traurig,
Mr. Alvarez currently serves as
Qualifications. The Board nominated Mr. Alvarez to serve as a director due to his management experience as the Senior Chairman and as former Chief Executive Officer of one of the nation’s largest law firms with professionals providing services in multiple locations across the country, as well as his many years of corporate governance experience, both counseling and serving on the boards of directors of other publicly traded companies. | |
Bruce R. Berkowitz Age Director since 2011 Chairman since 2011
| Mr. Berkowitz is the Founder and Chief Investment Officer of Fairholme Capital Management, L.L.C. (“Fairholme
Qualifications. The Board nominated Mr. Berkowitz to serve as a director because of his extensive financial and investment experience and his valuable network of business and professional relationships. |
The St. Joe Company | 2019 Proxy Statement 8
PROPOSAL 1 - ELECTION OF DIRECTORS
Howard S. Frank Age Director since 2011 Committees:
| Mr. Frank is currently a Senior Advisor to the
Qualifications. The Board nominated Mr. Frank to serve as a director because of his extensive |
The St. Joe Company | 2022 Proxy Statement | 8 |
PROPOSAL 1 - ELECTION OF DIRECTORS
Jorge L. Gonzalez Age Director since 2015
| Mr. Gonzalez joined us in 2002 and has served as our President and Chief Executive Officer (“CEO”) since November 2015. During his time with the Company, Mr. Gonzalez has served in roles of increasing
Qualifications. The Board nominated Mr. Gonzalez to serve as a director because of his extensive experience in the real estate development industry, including as an executive officer of the Company. | |
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The St. Joe Company | 2019 Proxy Statement 9
PROPOSAL 1 - ELECTION OF DIRECTORS
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Thomas P. Murphy, Jr. Age Director since 2011 Committees:
| Mr. Murphy is Founder, Chairman and Chief Executive Officer of Coastal Construction Group (“Coastal”). Prior to the formation of Coastal, Mr. Murphy became the youngest contractor in state history, earning his contractor’s license at age 19 while attending the University of Miami. He left school to renovate the fraternity house in which he was living and has been in the construction and development business ever since. Today, Coastal is one of the leading general contractors in Florida with more than
Qualifications. The Board nominated Mr. Murphy to serve as a director because of his valuable entrepreneurial skills and extensive knowledge of construction and real estate in Florida as well as his previous experience serving on the board of directors of a |
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” each of the director nominees.
The St. Joe Company | 2019 Proxy Statement 10
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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:
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Director independence (including our Policy Regarding Director Independence Determinations);
Director diversity, qualifications, selection, responsibilities and tenure;
Board structure;
Director resignation policy;
Director compensation; and
Management succession.
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.
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.
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.
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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
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 non-managementmembers of the Board other than Mr. Gonzalez) isstanding for re-election) are independent: Messrs. Alvarez, Berkowitz, Frank, Hunt, and Murphy. The Board has determined that Mr. Gonzalez is not independent as he currently serves as our President and Chief Executive Officer.
The Board has the following three standing committees: the Governance Committee;and Nominating Committee (the “Governance Committee”); the Audit Committee; and the Compensation Committee.and Human Capital Committee (the “CHC Committee”). Copies of the charters of each of the Governance Committee, the Audit Committee and the CompensationCHC Committee setting forth the responsibilities of the committees can be found under the Investor Relations – Corporate Governance section of our website, located at www.joe.com.
Printed copies of these charters will also be provided to any shareholder who requests them by contacting us at the following address: The St. Joe Company, 133 South WaterSound Parkway, WaterSound,130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32461,32407, Attn: Corporate Secretary. We periodicallyannually review the committee charters and revise the committee charters. Upon review in 2018, the Board determined that no revisions to the Governance Committee, Compensation Committee or Audit Committee Charters wereas necessary.
A summary of the current composition of each standing committee, and the number of meetings held by each such committee in 2018,2021, is set forth below.
Name | Governance | Compensation | Audit | Governance Committee | CHC Committee | Audit Committee | ||||||
Cesar L. Alvarez | — | — | ||||||||||
Bruce R. Berkowitz | — | — | — | — | — | — | ||||||
Howard S. Frank | Chair | Chair | Chairman | Chairman | Chairman | |||||||
Jorge L. Gonzalez | — | — | — | — | — | — | ||||||
James S. Hunt | — | Chair | ||||||||||
Thomas P. Murphy, Jr. | ||||||||||||
Meetings held in 2018 | 2 | 3 | 5 | |||||||||
Meetings held in 2021 | 2 | 3 | 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.
Each member of the Board attended at least 75%100% of the aggregate number of meetings of the Board (four meetings held in 2021) and the committees on which he served in 2018, with the exception of Mr. Alvarez, who was out of the country for the November 2018 Board and committee meetings and had overall attendance of 72%.2021. Non-management directors meet in executive session without management on a regular basis. Our Chairman of the Board presides during such sessions. Board members are generally 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 were present at the 20182021 Annual Meeting.Meeting of Shareholders (which was held virtually).
Non-management directors regularly meet in executive sessions, without the presence of management directors or executive officers of the Company. These executive sessions provide the opportunity for discussion of the CEO’s performance, compensation, succession planning, critical strategic matters, and other topics that should, in certain instances, be discussed without management being present.
The St. Joe Company | 2019 Proxy Statement 12
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CORPORATE GOVERNANCE
Responsibilities
The Audit Committee’s responsibilities include, among other things:
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appointing our independent auditor, monitoring their performance, qualifications and independence;
determining the compensation payable to the independent auditor;
assisting the Board’s oversight of the quality and integrity of our financial statements;
reviewing with management, its internal auditor and independent auditor, the quality, adequacy and effectiveness of our internal control over financial reporting;
reviewing our policies and processes with respect to risk assessment and risk management;
establishing procedures for receiving complaints and confidential, anonymous employee submissions regarding accounting, internal accounting controls or auditing matters; and
exercising an oversight role with respect to our internal audit function and reviewing with management our policies with respect to compliance with laws and regulations, including our Code of Business Conduct and Ethics (the “Code”).
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:
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meets the independence requirements of the NYSE’s corporate governance listing standards;
meets the enhanced independence standards for audit committee members required by 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.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:
in consultation with senior management, establishing our general compensation philosophy, and overseeing the development and implementation of our compensation and benefits program;
together with our other independent directors of the Board, setting the compensation of the CEO and our other executive officers;
reviewing and approving performance goals and objectives, consistent with approved compensation plans, with respect to the compensation of the CEO and our other executive officers;
reviewing and supervising the administration of our incentive compensation and equity-based plans that are subject to Board approval;
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The St. Joe Company | 2019 Proxy Statement 13
CORPORATE GOVERNANCE
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reviewing our compensation policies and practices to determine if any risks arise from such policies and practices that are reasonably likely to have a material adverse effect on us;
overseeing the Company’s human capital management;
reviewing and overseeing the process regarding succession planning for senior management;
reviewing and discussing the compensation and benefits of non-employee directors; and
reviewing and discussing with management our Compensation Discussion and Analysis for inclusion in our proxy statement, annual report or other applicable SEC filing.
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:
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meets the independence requirements, including the enhanced independence standards for compensation committee members, of the NYSE’s corporate governance listing standards;
satisfies the “Non-Employee Director” definition contained in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
is free of any relationship that, in the opinion of the Board, may interfere with his or her exercise of independent judgment as a CHC Committee member.
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.
The St. Joe Company | 2019 Proxy Statement 14
CORPORATE GOVERNANCE
Governance and Nominating Committee
Responsibilities
The Governance Committee’s responsibilities include, among other things:
assisting the Board by establishing the criteria for the selection of directors, identifying individuals qualified to become members of the Board and recommending to the Board candidates to stand for election at the next annual meeting of shareholders;
recommending committee assignments after consultation with the Chairman of the Board;
evaluating the performance of current Board members in connection with determining the appropriateness of such members standing for re-election;
assessing and reporting to the Board as to the independence of each director;
annually reviewing the Board’s self-assessment process;
developing and making recommendations to the Board with respect to a set of corporate governance guidelines applicable to us;
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CORPORATE GOVERNANCE
determining whether to approve any requests by our directors or executive officers for exceptions to the Code;
reviewing and approving, in advance, any related person transactions involving any Board member or any executive officer; and
taking a leadership role in shaping our 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:
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proven strength of character, mature judgment, objectivity, intelligence and the highest personal and business ethics, integrity and values; a reputation, both personal and professional, consistent with our image and reputation; sufficient time and commitment to devote to carrying out the duties and responsibilities of Board membership; an ability and willingness to serve on the Board for an extended period of time to develop knowledge about |
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The St. Joe Company | 2019 Proxy Statement 15Joe’s businesses;
CORPORATE GOVERNANCEfinancial knowledge and experience, including qualification as financially literate and as a financial expert defined by the SEC and NYSE; and
independence, as defined by the SEC and NYSE, and a willingness to represent the best interests of all shareholders and observe the fiduciary duties that a director owes to the shareholders.
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:
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interpersonal and leadership skills;
a proven track record of excellence in their field of expertise; and
significant business and professional expertise with high-level managerial experience in complex organizations, including large legal firms or accounting and finance, real estate, government, banking, educational or other comparable institutions.
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 director; and any change in status of the director. If the Governance Committee or the Board decides to nominate a new candidate for election, the Governance Committee identifies the desired skills and experience of any new nominee in light of the criteria above.
Additionally, although we do not have a formal, written diversity policy, pursuant to
The St. Joe Company | 2022 Proxy Statement | 14 |
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.
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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The St. Joe Company | 2019 Proxy Statement 16
CORPORATE GOVERNANCE
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The Investment Committee, whose current members are Messrs. Berkowitz, Frank and Gonzalez, approves certain expense commitments beyond management’s sole authority and supervises the implementation of the Investment Management Agreement, as amended, between St. Joe and an affiliate of Fairholme Capital.
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 provides 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 prepares, on a continuing basis, a short-term succession plan that outlines a temporary delegation of authority to certain officers if any or all of the senior officers should unexpectedly become unable to perform their duties. The short-term plan would be in effect until the Board had the opportunity to consider the situation and take action, when necessary.
Code of Business Conduct and Ethics/Related Person Transaction Policy
Our Board has adopted athe Code, of Business Conduct and Ethics, which we refer to as the Code,is applicable to all our directors, officers and employees. Its purpose is to promote our commitment to standards for ethical business practices. The Code provides that it is our policy that our business be conducted in accordance with the highest legal and ethical standards. Our reputation for integrity is one of our most valuable assets, and each director, officer and employee is expected to contribute to the care and preservation of that asset. The Code addresses a number of issues, including conflicts of interest, corporate opportunities, use and protection of company assets, fair dealing, confidential information, insider trading and stock transactions, media and public inquiries, accounting matters, books and record keeping, working with governments and compliance with applicable laws, including antitrust and competition laws.
Our Code is available to view under the Investor Relations – Corporate Governance section of our website, located at www.joe.com. We intend to post on our website information regarding any amendment to the Code or any waiver granted under the Code covered by Item 5.05 of 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, in advance, all related person transactions involving any Board member or any executive officer. Current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (i) in which St. Joe is a participant, (ii) in which the amount involved exceeds $120,000, and (iii) in which any executive officer, director, director nominee, beneficial owner of more than 5% of St. Joe’s common stock, or any immediate family member of such persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules.
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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
The St. Joe Company | 2019 Proxy Statement 17
CORPORATE GOVERNANCE
Fairholme Capital, and Fairholme Trust Company, collectively beneficially owned approximately 44.1%41.8% of the Company’s outstanding common stock as of March 26, 2019.23, 2022. Mr. Berkowitz is the Chief Investment Officer of Fairholme Capital, a director of both the Fairholme Fund and Fairholme Trust CompanyFunds and the Chairman of our Board of Directors.Board. Mr. Berkowitz is also the Manager of, and controls entities that own and control, Fairholme Holdings, which wholly owns Fairholme Capital and Fairholme Trust Company. Mr. Alvarez also serves as a director of the Fairholme Fund, a director of Fairholme Trust Company and is a member of our Board of Directors. In addition, Mr. Frank serves as a director of the Fairholme Fund and is a member of our Board of Directors.Capital. Fairholme Capital does not receive any compensation for services as our investment advisor.
PursuantWe are party to the terms of an Investment Management Agreement as(as amended, (the “Agreement”the “Investment Management Agreement”), an affiliate of with Fairholme agreed to supervise and direct the investments of investment accounts established by us in accordance with theCapital, which contains investment guidelines and restrictions approved by the Investment Committee of our Board of Directors.Company. The investment guidelines are set forth in the Investment Management Agreement and require that asany new securities for purchase must be issues of the date of any investment: (i) no more than 15% of the investment account may be invested in securities of any one issuer (excluding the U.S. Government), (ii) any investment in any one issuer (excluding theTreasury or U.S. Government) that exceeds 10% of the investment account, but not 15%, requires the consent of at least two members of the Investment Committee, (iii) 25% of the investment account must be held in cash and cash equivalents, (iv) the investment account is permitted to be invested in common equity securities; however, common stock investments shall be limited to exchange-traded common equities, shall not exceed 5% ownership of a single issuer and, cumulatively, the common stock held in the Company’s investment portfolio shall not exceed $100.0 million market value, and (v) the aggregate market value of investments in common stock, preferred stock or other equity investments cannot exceed 25% of the market value of the Company’s investment portfolio at the time of purchase.Treasury Money Market Funds.
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 and accounting risk exposures, as well as legal, regulatory and cybersecurity risk exposure, and the steps management has taken to monitor and control such exposures. A member of management is assigned to monitor and manage each identified risk. This process is facilitated by our General Counsel and Chief Financial Officer. The other Committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through the receipt and review of full reports by each Committee chairchairman regarding the Committee’s considerations and actions, as well as through the receipt and review of regular reports directly from officers responsible for oversight of particular risks within St. Joe.
Our directors, executive officers and certain other associates are prohibited from entering into hedging or monetization transactions designed to limit the financial risk of ownership of the Company’s securities. These include forward contracts, collars and other similar transactions, which allow a person to lock in much of the value of his or her stock holdings.
Sustainability
We are committed to the development of sustainable and efficient operations and business practices that enhance and protect our people, our communities and our planet. Our goal is to generate shareholder value while aligning our business practices to support the interests of our stakeholders and the communities we serve. Our process of defining sustainability priorities focuses on the simultaneous improvement of the environmental, social and financial position of the Company, and our strong leadership and governance practices that strive to integrate sustainability into our business strategy and corporate culture.
The majority of acreage we own is located in Northwest Florida and is managed in our forestry operations. Many of Northwest Florida’s state parks, state forests and wildlife refuges were created in part with St. Joe land.
The guiding principles of our sustainable forest management practices include complying with laws and regulations, developing a long-term sustainable timber harvest plan, and understanding the economic and social impacts on the surrounding region. We take a holistic approach to managing our resources – timber, land, water, soil and wildlife – with the goal of sustainability. We are leading by example and protecting the best of Florida by working closely with environmental agencies, community leaders and leading environmental and conservation organizations. Our sustainable forest management practices take many forms, including eradication of invasive plant species, restoring wetland, thinning forests, replanting trees and conducting prescribed burns. We carry out prescribed burns annually, which helps restore natural ecosystems, improves wildlife habitats and reduces wildfire hazards.
Additional information regarding our sustainability efforts is available in the Stewardship section of our website at https://www.joe.com/stewardship.
The St. Joe Company | 2022 Proxy Statement | 16 |
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.
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.
$125,000 for eachnon-employee |
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The St. Joe Company | 2019 Proxy Statement 18director;
CORPORATE GOVERNANCEan additional $25,000 for the Chairman of the Board;
an additional $25,000 for the Chairman of the Governance Committee;
an additional $25,000 for the Chairman of the CHC Committee; and
an additional $25,000 for the Chairman of the Audit Committee.
Mr. Berkowitz waived his right to receive the annual retainer or chairman fees forcompensation related to his service on the Board in 2018.
Stock Compensation. Annually, in May uponre-election to the Board, eachnon-employee director is granted $50,000 of Company common stock in the form of shares of restricted stock based upon the closing price of the Company’s common stock on the New York Stock Exchange on the day of grant. Directors may elect to receive the cash equivalent value in lieu of stock grant.In 2018, three directors elected to receive the cash equivalent value in lieu of the stock award for 2018. Mr. Berkowitz waived his right to receive an annual stock grant, or the cash equivalent value, for service on the Board in 2018.2021.
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 $5,000 per director. We will also contribute to events at which directors are recognized for their services to charitable or civic causes.
The St. Joe Company | 2019 Proxy Statement 19
CORPORATE GOVERNANCE
20182021 Director Compensation
The following table sets forth the compensation paid in 20182021 to each director, other than Mr. Gonzalez whose 20182021 compensation for his service as President and CEO is discussed under “Executive Compensation” in this proxy statement.
Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||
Cesar L. Alvarez | 125,000 | – | – | 125,000 | ||||||||||||||||
Bruce R. Berkowitz(3) | – | – | – | – | ||||||||||||||||
Howard S. Frank | 225,000 | – | – | 225,000 | ||||||||||||||||
James S. Hunt | 143,750 | – | 5,000 | (4) | 148,750 | |||||||||||||||
Stanley Martin(5) | 43,750 | – | – | 43,750 | ||||||||||||||||
Thomas P. Murphy, Jr. | 75,000 | 50,004 | – | 125,004 | ||||||||||||||||
Vito S. Portera(5) | 37,500 | – | – | 37,500 |
Name | Fees Earned ($)(1) | |||
Cesar L. Alvarez | 117,188 | |||
Bruce R. Berkowitz(2) | – | |||
Howard S. Frank | 187,500 | |||
Thomas P. Murphy | 117,188 |
(1) | The amounts shown include the annual retainer fees for our directors. |
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Mr. Berkowitz waived his right to receive any compensation for his service on the Board in |
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The St. Joe Company | 2019 Proxy Statement 20
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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
to ratify the selection of Grant Thornton as our independent registered public accounting firm for 2019.2022. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Grant Thornton to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice. In the event our shareholders do not ratify the appointment of Grant Thornton, the appointment may be reconsidered by the Audit Committee.
Ratification of the appointment of Grant Thornton to serve as our independent registered public accounting firm for the 20192022 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of Grant Thornton for the 20192022 fiscal year.
We expect a representative of Grant Thornton to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions.
Fees Paid to Our Independent Registered Accounting FirmsFirm
We were billed for professional services provided with respect to fiscal years 20172020 and 20182021 by KPMG which served as the Company’s independent registered public accounting firm for fiscal 2017 and Grant Thornton, which has served as the Company’s independent registered accounting firm forsince fiscal year 2018. The amounts paid for fiscal years 2020 and 2021 are set forth in the following table.
Services Provided | 2017 | 2018 | ||||||
Audit Fees(1) | $ | 583,000 | $ | 490,000 | ||||
Audit-Related Fees | – | – | ||||||
Tax Fees(2) | – | – | ||||||
All Other Fees(3) | – | $ | 80,000 | |||||
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Total | $ | 583,000 | $ | 570,000 | ||||
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Services Provided | 2020 | 2021 | ||||||
Audit Fees(1) | $ | 640,000 | $ | 600,000 | ||||
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(1) | These professional services included fees associated with (i) the audit of our annual financial statements (Form10-K); (ii) reviews of our quarterly financial statements (Forms10-Q); (iii) the audit of St. Joe’s internal control over financial reporting and attestation services in connection with St. Joe’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002. These amounts do not include reimbursement of expenses equaling |
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The St. Joe Company | 2022 Proxy Statement | 18 |
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.
The St. Joe Company | 2019 Proxy Statement 22
PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Pursuant to thePre-Approval Policy, the Audit Committee delegatespre-approval authority to the Chairman of the Audit Committee forpre-approval of decisions relating to a service if the fee for such service does not exceed $50,000. The Chairman must report anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities topre-approve services performed by the independent auditor to management.
Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by Grant Thornton during fiscal year 2018,2021, as described above.
The Audit Committee (which we refer to as(for purposes of this Audit Committee Report, “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.Board. 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 asare set forth in the “Corporate Governance” section above.
In the performance of its oversight function, the Committee has reviewed and discussed the audited financial statements with management. We discussed with Grant Thornton, St. Joe’s independent registered public accounting firm, its audit of St. Joe’s financial statements and internal control over financial reporting. We discussed with Grant Thornton and St. Joe’s internal auditors, Provitiauditor, Protiviti Inc., the overall scope and plans for their respective audit. We have reviewed and discussed with management its process for preparing its report on its assessment of our internal 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 Grant Thornton the matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board.Board and the SEC. We also received the written disclosures and the letter from Grant Thornton regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with Grant Thornton its independence.
Based on the reviews and discussions referred to above, we recommended to the Board (and the Board subsequently approved our recommendation) that St. Joe’s audited financial statements be included in its Annual Report on Form10-K for the fiscal year ended December 31, 20182021 for filing with the SEC. We also evaluated and selected Grant Thornton as St. Joe’s independent auditorsauditor for 2019,2022, which the shareholders will be asked to ratify at the Annual Meeting of Shareholders.
Audit Committee:
Audit | Committee: |
James S. Hunt, Chair
Howard S. Frank
Thomas P. Murphy, Jr.
March 26, 2019
Howard | S. Frank, Chairman |
Cesar | L. Alvarez |
Thomas | P. Murphy, Jr. |
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)(the “Securities Act”) or the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act)(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 and Human Capital 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.
The St. Joe Company | 2019 Proxy Statement 23
The St. Joe Company | 2022 Proxy Statement | 19 |
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.
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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.
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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.
For 2018,2021, our “named executive officers” were:
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Jorge L. Gonzalez, our President and CEO;
Marek Bakun, our EVP, Chief Financial Officer and Chief Accounting Officer;
Elizabeth J. Walters, our SVP, General Counsel and Corporate Secretary; and
Rhea Goff, our SVP and Chief Administrative Officer.
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
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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COMPENSATION DISCUSSION AND ANALYSIS
Committee Actions Taken with Respect to 20182021 Performance: The CompensationCHC Committee, in consultation with the independent directors of the Board, approved the following discretionary cash bonus awards for 20182021 performance: $450,000$880,000 for Mr. Gonzalez, $450,000$423,500 for Mr. Bakun, $69,590$260,000 for Ms. Walters $70,000 for Mr. Murphy and $40,000$140,800 for Ms. Mermer. Mr. Bakun’s bonus award includes aGoff.
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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
NEOs.
We previously provided retirement benefits to our named executive officers through a Pension Plan and 401(k) retirement plan. 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 officersNEOs solely through our 401(k) retirement plan pursuant to which we contribute the same percentage of salary as we do for our other employees, subject to a cap.
Health and Welfare Benefits and Perquisites
We have traditionally provided our named executive officersNEOs with a variety of health and welfare benefits. In addition, we provide the perquisites reflected in the “All Other Compensation” column in the “Summary Compensation Table” and more fully described in the footnote to that column. The only perquisites that our named executive officersNEOs are currently entitled to receive, other than those that are available to all employees, are reimbursement for annual physical exams and membership in our The Clubs by JoeWatersound Club (the latter of which has no incremental cost to us).
Section 162(m) of the Internal Revenue Code of 1986, as amended, previously precluded 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 compensation be “performance based” and under a plan approved by our shareholders. While the tax deductibility of compensation has not been a major consideration in the Compensation Committee’s recent compensation decisions, this may become a consideration in the future given recent tax code changes concerning Section 162(m).
Consideration of Shareholder Advisory Vote
As part of its compensation setting process, the CompensationCHC Committee also considers the results of the prior-year’sprior year’s shareholder advisory vote on our executive compensation to provide useful feedback regarding whether shareholders believe that the CompensationCHC Committee is achieving its goal of designing an executive compensation program that promotes the best interests of St. Joe and its shareholders by providing its executives with the appropriate compensation and meaningful incentives. In 2018,2021, the CompensationCHC Committee took into consideration that over 90%99% 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 CompensationCHC 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.
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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.
Compensation | and Human Capital Committee: |
The St. Joe Company | 2019 Proxy Statement 29
Howard | S. Frank, Chairman |
Cesar | L. Alvarez |
Thomas | P. Murphy, Jr. |
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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.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($)(1) | Total ($) | ||||||||||||||||||||||||
Jorge Gonzalez President and Chief Executive Officer | 2018 | 400,000 | 450,000 | – | 55,598 | 905,598 | ||||||||||||||||||||||||
2017 | 390,385 | (2) | 450,000 | (3) | – | 54,526 | 894,911 | |||||||||||||||||||||||
2016 | 346,154 | (4) | 450,000 | – | 53,475 | 849,629 | ||||||||||||||||||||||||
Marek Bakun EVP and Chief Financial Officer | 2018 | 350,000 | 450,000 | (5) | – | 55,598 | 855,598 | |||||||||||||||||||||||
2017 | 350,000 | 250,000 | (3) | – | 54,526 | 654,526 | ||||||||||||||||||||||||
2016 | 350,000 | 250,000 | – | 53,475 | 653,475 | |||||||||||||||||||||||||
Elizabeth J. Walters(6) SVP, General Counsel | 2018 | 90,000 | (7) | 69,590 | (7) | – | 249 | 159,839 | ||||||||||||||||||||||
Kenneth Borick SVP, General Counsel | 2018 | 215,769 | (8) | – | – | 506,781 | (8) | 722,550 | ||||||||||||||||||||||
2017 | 300,000 | 200,000 | (3) | – | 54,526 | 554,526 | ||||||||||||||||||||||||
2016 | 300,000 | 200,000 | – | 53,475 | 553,475 | |||||||||||||||||||||||||
Patrick Murphy SVP, Operations | 2018 | 190,000 | 70,000 | – | 55,397 | 315,397 | ||||||||||||||||||||||||
2017 | 190,000 | 70,000 | (3) | – | 54,332 | 314,332 | ||||||||||||||||||||||||
2016 | 190,000 | 60,000 | – | 53,301 | 303,301 | |||||||||||||||||||||||||
Susan Mermer(9) Chief Accounting Officer | 2018 | 195,000 | 40,000 | – | 55,407 | 290,407 | ||||||||||||||||||||||||
2017 | 195,000 | 30,000 | – | 54,342 | 279,342 |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||||
Jorge L. Gonzalez | 2021 | 445,769 | 880,000 | – | 57,709 | 1,383,478 | ||||||||||||||||||
2020 | 380,769 | 800,000 | – | 57,626 | 1,238,395 | |||||||||||||||||||
2019 | 400,000 | 585,000 | – | 56,626 | 1,041,626 | |||||||||||||||||||
Marek Bakun | 2021 | 382,577 | 423,500 | – | 64,373 | 870,450 | ||||||||||||||||||
2020 | 351,346 | 385,000 | – | 57,626 | 793,972 | |||||||||||||||||||
2019 | 350,000 | 325,000 | – | 56,626 | 731,626 | |||||||||||||||||||
Elizabeth J. Walters | 2021 | 323,654 | 260,000 | – | 63,841 | 647,495 | ||||||||||||||||||
2020 | 301,154 | 240,000 | – | 57,626 | 598,780 | |||||||||||||||||||
2019 | 300,000 | 200,000 | – | 56,626 | 556,626 | |||||||||||||||||||
Rhea Goff | 2021 | 174,892 | 140,800 | – | 48,421 | 364,113 | ||||||||||||||||||
2020 | 153,885 | 100,000 | – | 44,976 | 298,861 | |||||||||||||||||||
2019 | 125,000 | 50,000 | – | 47,637 | 222,637 |
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Name | Company Contributions to 401(k) Match ($)(a) | Term Life Insurance Premiums ($)(b) | Total all Other Compensation ($) | |||||||||
Jorge L. Gonzalez | 57,000 | 709 | 57,709 | |||||||||
Marek Bakun | 63,663 | 709 | 64,372 | |||||||||
Elizabeth J. Walters | 63,132 | 709 | 63,841 | |||||||||
Rhea Goff | 48,043 | 378 | 48,421 |
(a) | Represents distributions from 401(k) suspense account and profit sharing contributions to the Company’s 401(k) plan. The |
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EXECUTIVE COMPENSATION
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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.
The Company’s Pension Plan was frozen in March 2013 and terminated in August 2014.2021.
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,
EXECUTIVE COMPENSATION
2021.
Potential Payments Upon Termination or Change in Control
Other than the agreements described in “Compensation Discussion and Analysis—Employment and Other Agreements” above, we do not have any severance or other post-retirement agreementspost-employment payment arrangements with any of our named executive officers.NEOs.
Bakun Employment Agreement
As discussed in the Compensation Discussion and Analysis under “Employment and Other Agreements,” we have entered into an employment agreement with Mr. Bakun. Mr. Bakun’s agreement provides for certain payments and other benefits if employment with us is terminated without “cause” or by Mr. Bakun for “Good Reason”“good reason”. Upon a termination by us without “cause” or by Mr. Bakun for “Good Reason”“good reason”, Mr. Bakun is entitled to receive:
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salary continuation for a period of 12 months from the termination date; and
payments equal to our portion of the cost of continued health and welfare benefits for an 18-month period from the termination date.
Mr. Bakun’s employment agreement does not provide for any additional benefits if such termination occurs in connection with a change in control. In addition, the employment agreement does not provide anygross-up for excise taxes. Instead, the employment agreement provides that any amounts that would have been payable as a severance payment will be carved-back, as necessary, to avoid the payment of any excise taxes. Additionally, the employment agreement does not provide for any additional benefits in the event of death or termination due to disability.
The following table shows the termination payments that Mr. Bakun would receive pursuant to his employment agreement in connection with his termination without cause“cause” or by Mr. Bakun for good“good reason. These amounts have been quantified as if such termination events occurred on December 31, 2018.”
Type of Payment/Benefit | Payments Upon Termination Without Cause(1) or for Good Reason(2) ($) | |||
Salary | $ | 350,000 | ||
Continuation of Benefits(3) | $ | 30,898 | ||
Total Termination Payments/Benefits | $ | 380,898 |
Type of Payment/Benefit | Payments Upon Termination Without Cause (1) or for Good Reason(2) ($) | |||
Salary | $ | 385,000 | ||
Continuation of Benefits(3) | $ | 42,012 | ||
Total Termination Payments/Benefits | $ | 427,012 |
(1) | Pursuant to the terms of Mr. Bakun’s employment agreement, “cause” means termination due to (a) the executive’s continued failure to substantially perform the executive’s employment duties (other than any such failure resulting from the executive’s incapacity due to physical or mental illness) |
(2) | Pursuant to the terms of Mr. Bakun’s employment agreement, “good reason” means the executive’s termination of the executive’s employment for any one or more of the following reasons without the |
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EXECUTIVE COMPENSATION
executive’s express written consent: (a) a significant diminution in the executive’s position, authority, comparable duties or responsibilities, excluding for these purposes: (i) an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied by St. Joe within thirty (30) days after receipt of written notice thereof given by the executive as provided in |
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EXECUTIVE COMPENSATION
Section 16(b) of the Exchange Act; (b) a material failure by St. Joe to |
(3) | Pursuant to terms of his employment agreement, Mr. Bakun, whether terminated without |
Borick Separation Agreement
As discussed in the Compensation Discussion and Analysis under “Employment and Other Agreements,” we have entered into and a Separation agreement with Mr. Borick.
Pursuant to 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 401(k) contribution 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 and 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 trustee of such payments and benefits. In addition, all payments and benefits 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.
The total amount paid or accrued under the separation agreement in 2018 was $496,198.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS
The following table sets forth information, as of December 31, 2018,2021, with respect to our compensation plan under which common stock is authorized for issuance, which consist of our 2015 Performance and Equity Incentive Plan. We believe that the exercise price for all of the options granted under these plans reflect at least 100% of fair market value on the dates of grant for the options at issue.
Plan Category | Number of Securities to be Issued Upon Exercise of Warrants and Rights (A) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (B) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (C) | Number of Securities Exercise of Warrants and Rights (A) | Weighted Average Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | ||||||||
Equity Compensation Plans Approved by Stockholders 2015 Plan | – | – | 1,469,251 | – | – | 1,463,543 | ||||||||
Equity Compensation Plans Not Approved by Stockholders | – | – | – | – | – | – | ||||||||
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Total | – | – | 1,469,251 | – | – | 1,463,543 | ||||||||
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The St. Joe Company | 2019 Proxy Statement 34
The St. Joe Company | 2022 Proxy Statement | 29 |
In August 2015, the SEC adopted Item 402(u) of RegulationS-K to implement the “CEO pay ratio” disclosure requirements that were mandated by Congress pursuant to Section 953(b) of The Dodd-Frank Wall Street Reform and Consumer Protection Act. The new rules require registrants to disclose the ratio of the annual total compensation of the median employee, excluding the CEO, to their CEO’s annual total compensation. Our CEO pay ratio included in this proxy statement is a reasonable estimate that has been calculated in accordance with the SEC’s final rules regarding the CEO pay ratio disclosure requirements.
For 2018, as permitted by SEC rules, we computed the 2018 CEO pay ratio using theWe initially selected our median employee identified in 2017 and disclosed in the proxy statement delivered in connection with the 2018 Annual Meeting. As the Company’s employee population and compensation programs are both substantially unchanged from 2017, the Company believes that the useas of the 2017 median employee does not significantly impact the CEO pay ratio disclosure.
December 31, 2020. To identify the median employee, in 2017, we compared the total wage compensation for all full-time, part-time, temporary and seasonal employees, excluding our CEO, as reflected in our payroll records as reported to the Internal Revenue Service on FormW-2 as of December 31, 2017,2020, which consisted of 4756 employees, all located in the United States. Wages and salaries were then annualized for full-time employees that were not employed by us for the entire fiscal year. Other than the foregoing, we did not make any assumptions, adjustments, or estimates with respect to our employees’ total wage, and used this consistently applied compensation measure to identify our median employee.
After identifying The individual who was our median employee for our calculation in 2020 is no longer employed by us. In accordance with Item 402(u) of Regulation S-K, we determined that there was another similarly compensated individual as the 2020 median employee, and we have used that individual as the median employee for the calculations. We believe we have not had any significant changes to our employee population or our employee compensation arrangements since 2020 and we believe the selection of this individual as our median employee does not result in a significant change to our pay ratio disclosure.
We calculated his or herthe median employee’s annual total compensation using the same SEC rules we use for calculating the annual total compensation of our CEO and other named executive officers,NEOs, as set forth in the 20182021 Summary Compensation Table. In 2018,2021, the annual total compensation of our median employee was $96,652.$106,361. Our CEO’s annual total compensation as reported in the 20182021 Summary Compensation Table was $905,598.$1,383,478. The resulting ratio of the total 20182021 annual compensation of CEO compared to our median employee in 20182021 is approximately 9:13:1.
The CEO pay ratio disclosed above was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions using the methodology described above. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the CEO pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their CEO pay ratio. Accordingly, the CEO pay ratio disclosed by other companies may not be comparable to our CEO pay ratio as disclosed above.
The St. Joe Company | 2019 Proxy Statement 35
The St. Joe Company | 2022 Proxy Statement | 30 |
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 2018 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 2018 Annual Meeting, and our shareholders approved the proposal, with over 90% 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 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 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 2018, 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” adoption of the resolution approving, on an advisory basis, the compensation of our NEOs.
The St. Joe Company | 2019 Proxy Statement 36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS
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 based on the latest reporting with the SEC:
Name and Address | Number of Shares Beneficially Owned | Percent of Class(1) | ||||||||
Fairholme Capital Management, L.L.C., Bruce R. Berkowitz and Fairholme Funds, Inc. 2601 NE 2ndAvenue Miami, FL 33137 | 26,557,598 | (2) | 44.1 | % | ||||||
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | 6,393,431 | (3) | 10.6 | % | ||||||
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | 5,341,027 | (4) | 8.9 | % |
Name and Address | Number of Shares Beneficially Owned | Percent of Class(1) | ||||||
Fairholme Capital Management, L.L.C., Bruce R. Berkowitz and Fairholme Funds, Inc. | ||||||||
2601 NE 2nd Avenue Miami, FL 33137 | 24,616,590 | (2) | 41.8 | % | ||||
T. Rowe Price Associates, Inc. | ||||||||
100 E. Pratt Street Baltimore, MD 21202 | 3,939,083 | (3) | 6.6 | % | ||||
Blackrock, Inc. | ||||||||
55 East 52nd Street New York, NY 10055 | 5,019,828 | (4) | 8.5 | % | ||||
The Vanguard Group | ||||||||
100 Vanguard Boulevard Malvern, PA 19355 | 5,168,901 | (5) | 8.8 | % |
(1) | The percentages reported are based on |
(2) | Based on a Schedule 13D/A filed by Fairholme Capital |
(3) | Based on a Schedule |
(4) | Based on a Schedule 13G/A filed by Blackrock, Inc. (“Blackrock”) on February 1, 2022, Blackrock has sole voting power with respect to 4,985,592 shares it beneficially owns and has sole dispositive power with respect to 5,019,828 shares it beneficially owns. |
(5) | Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February |
The St. Joe Company | 2019 Proxy Statement 37
The St. Joe Company | 2022 Proxy Statement | 31 |
SECURITY OWNERSHIP
Common Stock Ownership by Directors and Executive Officers
The following table sets forth the number of shares of our common stock beneficially owned by the current directors, the named executive officersNEOs and the directors and all executive officers as a group, based on the latest reporting with the SEC.
Name | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | ||||||
Cesar L. Alvarez | 4,700 | * | ||||||
Marek Bakun | 3,624 | * | ||||||
Bruce R. Berkowitz | 26,557,598 | (3) | 44.1 | % | ||||
Elizabeth J. Walters | 685 | *(4) | ||||||
Kenneth Borick | 15,302 | * | ||||||
Howard S. Frank | 30,000 | * | ||||||
Jorge L. Gonzalez | 14,300 | * | ||||||
James S. Hunt | 2,667 | * | ||||||
Susan Mermer | – | * | ||||||
Patrick W. Murphy | 1,274 | * | ||||||
Thomas P. Murphy, Jr. | 31,262 | * | ||||||
Directors and Executive Officers as a Group (eleven (11) persons) | 26,661,412 | 44.3 | % |
Name | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | ||||||
Cesar L. Alvarez | 4,700 | * | ||||||
Marek Bakun | 10,165 | * | ||||||
Bruce R. Berkowitz | 24,616,590 | (3) | 41.8 | % | ||||
Howard S. Frank | 30,000 | * | ||||||
Jorge L. Gonzalez | 27,281 | * | ||||||
Rhea Goff | 2,140 | * | ||||||
Thomas P. Murphy, Jr. | 34,116 | * | ||||||
Elizabeth J. Walters | 6,619 | * | ||||||
Directors and Executive Officers as a Group (eight (8) persons) | 24,731,611 | 42.0 | % |
The address of each director and executive officer in this table is c/o The St. Joe Company, 133 South WaterSound Parkway, WaterSound,130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32461.32407.
(1) | Each director and executive officer listed has sole or shared voting and dispositive power over the shares listed. |
(2) | The percentages reported are based on |
(3) |
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The St. Joe Company | 2019 Proxy Statement 38
The St. Joe Company | 2022 Proxy Statement | 32 |
[
Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports with the SEC relating to their common stock ownership and changes in such ownership. To our knowledge, based solely on our records and certain written representations received from our executive officers and directors, during the year ended December 31, 2018, directors, executive officers and greater than 10% shareholders complied with their Section 16(a) filing requirements applicable to them on a timely basis.
Shareholder Proposals for 20202023 Annual Meeting of Shareholders
Shareholder proposals should be sent to us via certified mail at The St. Joe Company, 133 South WaterSound Parkway, WaterSound,130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32461,32407, Attention: Elizabeth J. Walters, General Counsel. To be considered for inclusion in our proxy statement for the 2020 Annual Meeting2023 annual meeting of Shareholders (the “2020 Annual Meeting”),shareholders, the deadline for submission of shareholder proposals, pursuant to Rule14a-8 of the Exchange Act, is December 12, 2019.8, 2022.
Additionally, pursuant to our Bylaws, we must receive notice of any shareholder proposal to be submitted at the 2020 Annual Meeting,2023 annual meeting of shareholders, but not required to be included in our proxy statement, no earlier than January 21, 202017, 2023 and no later than February 10, 20206, 2023 with respect to such proposal.
List of Shareholders Entitled to Vote at the Annual Meeting
The names of shareholders of record entitled to vote at the Annual Meeting will be available at our corporate office for a period of 10 days prior to the Annual Meeting and continuing through the Annual Meeting.
Expenses Relating to this Proxy Solicitation
We will pay all expenses relating to this To access the list during the Annual Meeting, please visit www.virtualshareholdermeeting.com/JOE2022 and enter the control number provided on your proxy solicitation. In addition to this solicitation by mail, our officers, directors, and employees may solicit proxies by telephonecard, voting instruction form or personal call without extra compensation for that activity. We also expect to reimburse banks, brokers and other persons for reasonableout-of-pocket expenses in forwarding proxy materials to beneficial owners of our stock and obtaining the proxies of those owners.Notice.
Communication with St. Joe’s Board of Directors
Any shareholder or other interested party who desires to contact any member of the Board of Directors (including our independent Chairman, Mr. Berkowitz, or thenon-management directors as a group) may do so in one of the following three ways:
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electronically by sending an e-mail to the following address: directors@joe.com; in writing to the following address: Board of Directors, |
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The St. Joe Company, | 2019 Proxy Statement 39 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407;
or by telephone at (800) OTHER MATTERS571-4840.
Communications relating to relevant business matters are distributed by the Corporate Secretary to the members of the Board as appropriate depending on the facts and circumstances outlined in the communication received. For example, any complaints regarding accounting, internal accounting controls and auditing matters would be forwarded by the Corporate Secretary to the ChairChairman of the Audit Committee for review.
We maintain an Internet website at www.joe.com. Copies of the Committee charters of each of the Audit Committee, CompensationCHC Committee and Governance Committee, together with certain other corporate governance materials, including our Bylaws, Corporate Governance Guidelines and Code, of Business Conduct and Ethics, can be found under the Investor Relations —– Corporate Governance section of our website located at www.joe.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department at the address below.
The St. Joe Company | 2022 Proxy Statement | 33 |
OTHER MATTERS
We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the 20182021 Form10-K as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, through the Investor Relations — Relations.
SEC Filings section of our Internet website, located at www.joe.com. A request for a copy of such report should be directed to The St. Joe Company, 133 South WaterSound Parkway, WaterSound,130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32461,32407, Attn: Investor Relations. A copy of any exhibit to the 20182021 Form10-K will be forwarded following receipt of a written request with respect thereto addressed to Investor Relations.
This year we again have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. We mailed the Notice containing instructions on how to access our proxy statement and annual report online on or about April 10, 2019.7, 2022. If you would like to receive a paper copy of the proxy materials, the Notice contains instructions on how to receive a paper copy.
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact our Corporate Secretary at The St. Joe Company, 133 South WaterSound Parkway, WaterSound,130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32461,32407, (850)231-6400.
If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact our Corporate Secretary as indicated above. Beneficial owners of shares can request information about householding from their nominee.
The St. Joe Company | 2019 Proxy Statement 40
The St. Joe Company | 2022 Proxy Statement | 34 |
THE ST. JOE COMPANY
133 South Watersound Parkway
Watersound, FL 32461
ATTN: Elizabeth J. Walters
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by The St. Joe Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.
THE ST. JOE COMPANY 130 RICHARD JACKSON BLVD. SUITE 200 PANAMA CITY BEACH, FL 32407 ATTN: ELIZABETH J. WALTERS |
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 16, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/JOE2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 16, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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Nominees
For
Against
Abstain
1b.
1c.
1d.
1e.
The Board of Directors recommends you vote FOR proposals 2 and 3.
For
Against
Abstain
2.
Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.
3.
Approval, on an advisory basis, of the compensation of our named executive officers.
☐
☐
☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
Date
If you plan to participate in the virtual meeting, please see Questions and Answers About Voting at the Annual Meeting and Related Matters. Shareholders will be able to attend, vote and submit questions from any location via the Internet.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com
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