UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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		The St. Joe Company 130 Richard Jackson Boulevard Suite 200 Panama City Beach, Florida 32407

NOTICE OF 20212022 ANNUAL MEETING OF SHAREHOLDERS

April 8, 20217, 2022

Dear Shareholder:

It is my pleasure to invite you to attend The St. Joe Company’s Annual Meeting of Shareholders on May 18, 2021,17, 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 Annual Meeting and Related Matters. Shareholders will be able to attend, vote and submit questions from any location via the Internet.

At the meeting, you will be asked to:

Only shareholders of record as of the close of business on March 24, 202123, 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.

We look forward to speaking with you on May 18, 2021.

Sincerely,17, 2022.

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 8, 2021.7, 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) digit Control Number from your proxy card/notice to vote.

The St. Joe Company| 20212022 Proxy Statement

TABLE OF CONTENTS

The St. Joe Company  |  2021 Proxy Statement  i

The St. Joe Company  |  2021 Proxy Statement  ii

PROXY STATEMENT

PROXY STATEMENT

PROXY STATEMENT

Proxy Statement for Annual Meeting of Shareholders to be held on May 18, 202117, 2022

You are receiving this proxy statement because you own shares of common stock of The St. Joe Company (“St. Joe,” “the Company,” “we,” “our” and “us”) that entitle you to vote at the 20212022 Annual Meeting of Shareholders (the “Annual Meeting”). Our Board of Directors (the “Board”) is soliciting proxies from shareholders who wish to vote at the Annual Meeting. By use of a proxy, you can vote even if you do not attend the 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 Location of the Annual Meeting of Shareholders

We will hold the Annual Meeting on May 18, 2021,17, 2022, at 9:00 a.m., Central Daylight Time, virtually at www.virtualshareholdermeeting.com/JOE2021.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 Internet.

The St. Joe Company  |  2021 Proxy Statement  1

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

If your shares are held by a brokerage firm, bank, trustee or other agent (a “nominee”), you are considered the “beneficial owner” of shares held in street name. 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  |  2021 Proxy Statement  2

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

The St. Joe Company  |  2021 Proxy Statement  3

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

The St. Joe Company  |  2021 Proxy Statement  4

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

The St. Joe Company  |  2021 Proxy Statement  5

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

The St. Joe Company  |  2021 Proxy Statement  7

PROPOSAL 1 - ELECTION OF DIRECTORS

Under our Bylaws, directors are elected for a one-year term expiring at the next annual meeting of shareholders or until his or her successor is elected and qualified. Our Board currently has five members. Upon the recommendation of the Governance and Nominating Committee, (the “Governance Committee”), our Board has nominated each of the following current directors for re-election at the Annual Meeting: Cesar L. Alvarez, Bruce R. Berkowitz, Howard S. Frank, Jorge L. Gonzalez and Thomas P. Murphy Jr. (collectively, the “Director Nominees”). The Board has nominated each of these persons to serve as a director for a one-year term that will expire at the 20222023 annual meeting of shareholders or until his successor is elected and qualified, and each has consented to serve if elected.

We believe that each of our directors possesses the experience, skills and qualities to fully perform his 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  |  2021 Proxy Statement  8

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.

The St. Joe Company  |  2021 Proxy Statement  9

PROPOSAL 1 - ELECTION OF DIRECTORS

The St. Joe Company  |  2021 Proxy Statement  10

CORPORATE GOVERNANCE

Corporate Governance Guidelines

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

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

Board Leadership Structure

As stated in our Corporate Governance Guidelines, it is our policy that the positions of CEO and Chairman of the Board may be filled by the same person or different persons. As such, the Board remains free to make this determination from time to time in a manner that seems most appropriate for 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 requirements.standards. As a result, the Board has not designated a Lead Director.

Director Independence

It is the policy of the Board that a majority of the members of the Board qualify as independent directors. To assist it in making independence determinations, the Board adopted categorical standards of director

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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.

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

Board Committees

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, 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407, Attn: Corporate Secretary. We periodicallyannually review and revise the committee charters. Upon review in 2020, the Board determined that no revisions to the committee charters wereand revise as necessary.

A summary of the current composition of each standing committee, and the number of meetings held by each such committee in 2020,2021, 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		— Chair
Bruce R. Berkowitz								—		—		—
Howard S. Frank								Chairman		Chairman		Chairman
Jorge L. Gonzalez		—		—		—		—		—		—
Thomas P. Murphy, Jr.
Meetings held in 2020		2		2		4
Meetings held in 2021								2		3		4

= Committee member

Previously, the Board had maintained two special committees: (1) the Executive Committee and (2) the Investment Committee. In February 2020, the Board determined to eliminate both of these committees. The functions of the Investment Committee and the Executive Committee are now considered and approved by the full Board.

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CORPORATE GOVERNANCE

Audit Committee

Responsibilities

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

In addition, the Audit Committee has sole authority to pre-approve all auditing services, internal control-related audit services and permitted non-audit services to be provided by the independent 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:

The St. Joe Company  |  2021 Proxy Statement  14

CORPORATE GOVERNANCE

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

Independence

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

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

The St. Joe Company  |  2021 Proxy Statement  16

CORPORATE GOVERNANCE

In selecting Board nominees, the Governance Committee seeks candidates who will combine a broad spectrum of backgrounds, experiences, skills and expertise, including diversity with respect to age, gender, ethnic background and national origin, who would make a significant contribution to the Board, St. Joe and our shareholders. As evidenced by, among other things, our two directors of Hispanic descent, we believe the Governance Committee has demonstrated a commitment to identifying diverse director candidates. In addition, our Board amended our Corporate Governance Guidelines and Governance Committee Charter to further enhance our process and criteria for identifying and selecting new director nominees. Specifically, 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 St. Joe Company  |  2021 Proxy Statement  17

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 SEC, Mr. Berkowitz and clients of Fairholme Capital, beneficially owned approximately 43.8%41.8% of the Company’s outstanding common stock as of March 24, 2021.23, 2022. Mr. Berkowitz is the Chief Investment Officer of Fairholme Capital, a director of the Fairholme Funds and the Chairman of our Board. Mr. Berkowitz is also the Manager of, and controls entities that own and control, Fairholme Holdings, which wholly owns Fairholme Capital. Fairholme Capital does not receive any compensation for services as our investment advisor.

On August 23, 2019, we entered into a newWe are party to an Investment Management Agreement (the(as amended, the “Investment Management Agreement”) with Fairholme Capital, which contains investment guidelines and restrictions approved by the Company. The investment guidelines set forth in the Investment Management Agreement require that as 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 the 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.

On February 23, 2021, the Company and Fairholme Capital amended the Investment Management Agreement (the “Amended Investment Management Agreement”), to provide that the investment guidelines and restrictions described in the Amended Investment Management Agreement require that any new securities for purchase must be issues of the U.S. Treasury or U.S. Treasury Money Market Funds. The Amended Investment Management Agreement terminated specific restrictions from the previous investment guidelines and restrictions.

In February 2020, the Board eliminated the Investment Committee; Decisions previously allocated to the Investment Committee under the Investment Management Agreement are now considered and approved by the full Board.

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 (“CFO”).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.

The St. Joe Company  |  2021 Proxy Statement  19

CORPORATE GOVERNANCE

Diversity and Inclusion

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

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

Director Compensation

Annual Retainer. For 2020,2021, 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.

Mr. Berkowitz waived his right to receive compensation related to his service on the Board in 2020.

Stock Compensation. Historically, in May upon re-election to the Board, each non-employee director was awarded $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 NYSE on the day of the award. For 2020, our Board elected to pay all director fees in cash in order to reduce the Company’s administrative costs. Accordingly, in lieu of stock grants, each non-employee director’s annual retainer was increased from $75,000 to $125,000 (in addition to chairmanship and committee fees).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.

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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.

The Audit Committee selected, and the Board has ratified the selection of, Grant Thornton to continue to serve as our independent registered public accounting firm for the 20212022 fiscal year. Grant Thornton has served as our independent registered public accounting firm since 2018. In accordance with SEC rules and Grant Thornton policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to St. Joe. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years.

The Audit Committee believes that the continued retention of Grant Thornton as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of Grant Thornton as our independent registered public accounting firm for 2021.2022. 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 20212022 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of Grant Thornton for the 20212022 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 year 2019years 2020 and 2021 by KPMG,Grant Thornton, which served as the Company’s independent registered public accounting firm for fiscal year 2017, and Grant Thornton,

The St. Joe Company  |  2021 Proxy Statement  22

PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Recommendation of the Board of Directors

The Board recommends a vote “FOR” ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the 20212022 fiscal year.

Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services

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

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

Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by Grant Thornton during fiscal year 2020,2021, as described above.

Audit Committee Report

The Audit Committee (for purposes of this Audit Committee Report, “we”, “us” or the “Committee”) oversees the financial reporting process of St. Joe on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including internal 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 are set forth in the “Corporate Governance” section above.

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EXECUTIVE OFFICERS

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

Marek Bakun, 50,, 49, is our Executive Vice President and Chief Financial Officer for The St. Joe Company. Officer.

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

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

Elizabeth J. Walters, 59, 58, is theour Senior Vice President, General Counsel and Corporate Secretary of The St. Joe Company. SheSecretary.

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

Ms. Walters has served in many community leadership positions throughout Northwest Florida and her current involvement includes: Board of Trustees forincludes serving on the Florida State University Foundation; Chair of the Board of Trustees of Ascension / Sacred Heart Bay; Board of Directors of the Panama City Port Authority, the Board of Trustees of The St. Joe Community Foundation;Foundation, the Governing Board of Alignment Bay County;County, The Executive Board of the FSU Real Estate Center and as a member of the Bay Defense Alliance. Ms. Walters is pasthas served as Chair of The Florida Board of Bar Examiners;Examiners, the Bay Economic Development Alliance, the Bay County Chamber of Commerce, and the Military Affairs Committee.Committee, Board of Trustees of Ascension / Sacred Heart Bay and as past Trustee of the Florida State University Foundation.

Rhea Goff, 41,40, is theour Senior Vice President and Chief Administrative Officer for The St. Joe Company. Officer.

Ms. Goff began working with St. Joe in 2003 as an HRa Human Resources Assistant at WaterColor Inn & Resort focusing on human resources for St. Joe’s hospitality operations in Walton and Bay Counties. In 2005, Ms. Goff’s role expanded to a corporate position managing human resources for the Northwest Florida region, and later, company-wide. Ms. Goff is now responsible for oversight of all HRhuman resources operations throughout the company.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 Florida State University in 2001. Ms. Goff serves on the BoardBoards of Florida’s Great Northwest, where she is an Endowment Manager; Dune Lakes Elementary School Advisory Council;Florida’s Great Northwest Foundation, Seaside School Board and South Walton High School Business Advisory Board. In addition, Ms. Goff serves on the Board of Trustees of The St. Joe Community Foundation and the Bay County Chamber of Commerce.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 20202021 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 20202021 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 2020,2021, 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 CompensationCHC Committee or our Board. However, the CompensationCHC 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 20202021 compensation of our NEOs (identified below). As discussed in “Proposal 3 – Advisory Vote on Executive Compensation,” we are conducting our annual Say on Pay vote that requests your approval of the compensation of our NEOs as described in this section and in the tables and accompanying narrative contained in “Executive Compensation.” To assist you with this vote, you should review our compensation philosophies,philosophy, the design of our executive compensation programsprogram and why we believe that our current compensation contributed to our financial performance in 20202021 and will contribute to our financial performance in the future.

Named Executive Officers

For 2020,2021, our “named executive officers” were:

Compensation Setting Process

Role of CompensationCHC Committee

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

Role of Management

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

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

Our 20202021 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 NEOs 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.

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 adding the 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 a day-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 2020: For 2020, the Compensation Committee increased Ms. Goff’s base salary from $125,000 to $160,000 per year due to Ms. Goff’s expanded role and responsibilities within the organization. The Compensation Committee did not approve any other base salary increases for our NEOs in 2020.

Discretionary Cash Incentives

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

Employment and Other Agreements

With the exception of Mr. Bakun, the CompensationCHC 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 successive one-year anniversary from that date, the employment agreement will automatically renew for an additional year, unless it is terminated at least 30 days prior to the applicable renewal date.

Pursuant to the employment agreement, Mr. Bakun will receive an annual base salary initially set at $350,000, which may be increased by the 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 reason,” for a reason other than for “cause” or due to his death or disability, Mr. Bakun. 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 and non-disparagement covenants. Mr. Bakun’s severance payment is conditioned upon his execution of a separation and release agreement.

Mr. Bakun’s employment agreement does not provide for any additional benefits if such termination occurs in connection with a change in control. In addition, the employment agreement does not provide any gross-up for excise taxes. Instead, the employment agreement provides that any amounts that would have been payable as a severance payment will be reduced, 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.

Severance

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

Retirement Plans

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

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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 Form 10-K for the fiscal year ended December 31, 2020.

Compensation Committee:

Howard S. Frank, Chair

Cesar L. Alvarez

Thomas P. Murphy, Jr.

March 30, 20212021.

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EXECUTIVE COMPENSATION

20202021 Summary Compensation Table

The following table sets forth the compensation earned by each of our NEOs for 2021, 2020, 2019, and 2018. In accordance with applicable SEC rules, we are providing compensation information for NEOs only for years in which they qualified as NEOs.2019.

EXECUTIVE COMPENSATION

Outstanding Equity Awards at December 31, 20202021

There were no outstanding equity awards held by any of the NEOs atas of December 31, 2020.

Pension Benefits

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

Grants of Plan-Based Awards

The Company doesdid not have any grants of awards under any cash or equity-based award plans in place.place December 31, 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-employment payment arrangements with any of our 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”. Upon a termination by us without “cause” or by Mr. Bakun for “good reason”, Mr. Bakun is entitled to receive:

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

The following table shows the termination payments that Mr. Bakun would receive pursuant to his employment agreement in connection with his termination without “cause” or by Mr. Bakun for “good reason.”

EXECUTIVE COMPENSATION

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER

EQUITY COMPENSATION PLANS

The following table sets forth information, as of December 31, 2020,2021, 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.

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CEO PAY RATIO

In August 2015, the SEC adopted Item 402(u) of Regulation S-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.

We initially selected our median employee as of December 31, 2020. To identify the median employee, in 2020, we compared the total wage compensation for all full-time, part-time, temporary and seasonal employees, excluding our CEO, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 as of December 31, 2020, which consisted of 56 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 NEOs, as set forth in the 20202021 Summary Compensation Table. In 2020,2021, the annual total compensation of our median employee was $92,971.$106,361. Our CEO’s annual total compensation as reported in the 20202021 Summary Compensation Table was $1,238,395.$1,383,478. The resulting ratio of the total 20202021 annual compensation of CEO compared to our median employee in 20202021 is approximately 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.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,

DIRECTORS AND EXECUTIVE OFFICERS

Principal Holders of Stock

The following table shows the number of shares of common stock held by all persons who are known by us to beneficially own or exercise voting or dispositive control over more than five percent of our outstanding common stock based on the latest reporting with the SEC:

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 NEOs and the directors and all executive officers as a group, based on the latest reporting with the SEC.