ST JOE Co — DEF 14A Filing

Here's a clear, structured breakdown of The St. Joe Company's 2026 Proxy Statement (DEF 14A):

🧾 What This Document Is

• Type: Definitive Proxy Statement (DEF 14A)
• Purpose: Provides shareholders with information needed to vote at the 2026 Annual Meeting on May 12, 2026, in Inlet Beach, FL.
• Key Proposals:
  1. Elect 6 Directors (for 1-year terms).
  2. Ratify Grant Thornton LLP as the independent auditor for 2026.
  3. Advisory vote ("Say on Pay") on executive compensation.
• Record Date: March 18, 2026 (57,541,761 shares eligible to vote).
• Voting: Shareholders can vote by Internet (www.proxyvote.com), phone (1-800-690-6903), mail, or in person. The Board recommends voting FOR all proposals.

🏢 What The Company Does

• 👉 In simple terms: St. Joe is a real estate developer and asset manager focused primarily on Northwest Florida. They own a large amount of land and develop it for various uses like residential communities, resorts, commercial spaces, and forestry.
• Industry: Real Estate Development, Hospitality, Land Management.
• Segments: Primarily operates through "Residential" and "Commercial" segments (including hospitality & leasing).

👥 Board & Governance

• Nominees for Director: Six directors are up for re-election:
  • Cesar L. Alvarez (78): Senior Chairman of Greenberg Traurig law firm. Expertise: Leadership, Finance, Operations, Compliance, Risk.
  • Howard S. Frank (85): Lead Independent Director, former COO of Carnival Cruise. Expertise: Leadership, Finance, Operations, Hospitality, Compliance/Risk.
  • Elizabeth D. Franklin (57): Former Chief Audit Officer at Fidelity National Financial. Expertise: Leadership, Finance, Operations, Cybersecurity, Compliance/Risk.
  • Rhea Goff (45): SVP & Chief Administrative Officer of St. Joe (Insider). Expertise: Leadership, Operations, Hospitality, Sales/Marketing, Compliance/Risk.
  • Jorge L. Gonzalez (61): President, CEO, and Chairman of St. Joe (Insider). Expertise: All areas, especially Development.
  • Thomas P. Murphy Jr. (77): Founder/CEO of Coastal Construction Group. Expertise: Leadership, Homebuilding/Development.
• Independence: Board determined Alvarez, Frank, Franklin, and Murphy are independent. Gonzalez and Goff are not (executive officers).
• Committees & Meetings (2025):
  • Audit (4 meetings): Frank (Chair), Alvarez, Franklin. Oversees financials, auditors, risk (incl. cybersecurity).
  • Compensation & Human Capital (CHC) (2 meetings): Frank (Chair), Alvarez, Franklin, Murphy. Sets exec pay, oversees HR.
  • Governance & Nominating (2 meetings): Frank (Chair), Alvarez, Murphy. Identifies director candidates, governance guidelines.
• Board Leadership: Gonzalez serves as both CEO and Chairman. Frank is Lead Independent Director. Board believes this structure is currently effective.
• Key Policies: Anti-hedging policy for directors/officers; Clawback policy for compensation; Insider Trading Policy.

💰 Executive Compensation (Say on Pay - Proposal 3)

• Named Executive Officers (NEOs) for 2025:
  • Jorge L. Gonzalez (CEO/Chairman)
  • Marek Bakun (CFO)
  • Elizabeth J. Walters (Chief Legal Officer)
  • Rhea Goff (Chief Admin Officer)
• Compensation Philosophy: Focus on performance, aligning with shareholders, attracting/retaining talent.
• 2025 Compensation Elements:
  • Base Salary: Increased slightly for all NEOs (e.g., Gonzalez: $616,187).
  • Discretionary Cash Bonus: Based on individual & company performance (e.g., Gonzalez: $924,281).
  • Long-Term Incentives (Restricted Stock Awards - RSAs): Time-based vesting over 3 years (e.g., Gonzalez grant value: $308,143). Gonzalez also received RSAs vesting on his 65th birthday (2030).
• 2025 Total Compensation (Summary Table Highlights):
  • Gonzalez: $1,857,798 (Salary: $611,673 + Bonus: $924,281 + Stock: $308,143 + Other: $13,701)
  • Bakun: $1,214,104
  • Walters: $936,496
  • Goff: $711,307
• Other Key Points: NEOs (except Bakun) are "at-will" employees with no employment agreement. Bakun has an agreement with severance terms. NEOs get standard benefits/perks (e.g., annual physical, Watersound Club membership). The 2025 "Say on Pay" vote had >97% approval.

📦 Financial Position & Auditors

• Auditor Ratification (Proposal 2): Shareholders are asked to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2026. The Board recommends FOR.
• Audit Fees (2025): $635,000 for audit services, $90,000 for audit-related services, $0 for tax services, $0 for other services. Total: $725,000.
• Audit Committee Oversight: Reviews auditor independence, pre-approves all services. Committee determined Grant Thornton is independent. Franklin and Frank are "audit committee financial experts."

🔮 What's Next

• Annual Meeting: May 12, 2026, at 9:00 AM CDT at Camp Creek Inn, Inlet Beach, FL.
• Shareholder Reception: Following the meeting at Watersound Beach Club (RSVP required by April 27, 2026, to [email protected]).
• Voting Results: Will be announced at the meeting and filed in a Form 8-K within 4 business days.
• Succession Planning: Board annually reviews CEO and senior management succession plans.
• Future Proposals: Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026.

⚖️ Big Picture (Strengths & Risks)

• 👍 Strengths:
  • Experienced Leadership & Board: Deep ties to Florida real estate, construction, law, and finance.
  • Significant Land Assets: Large landbank in high-growth NW Florida.
  • Diverse Revenue Streams: Residential, commercial, hospitality, forestry.
  • Clear Governance: Well-defined committees, independent oversight, strong policies.
  • Aligned Compensation: Pay structure ties rewards to performance and shareholder value (stock).
• ⚠️ Risks:
  • Geographic Concentration: Heavily reliant on NW Florida market conditions.
  • Real Estate Cyclicality: Business sensitive to economic downturns and interest rate changes.
  • Insider Influence: CEO holds combined Chairman/CEO roles; two NEOs (Goff, Gonzalez) are on the Board.
  • Regulatory & Environmental: Development subject to complex regulations and environmental concerns.
  • Competitive Market: Faces competition from other developers in Florida.

🧠 The Analogy

Think of St. Joe like a large, well-established landowning family in a prime vacation spot (NW Florida). This proxy statement is like their annual "family meeting" notice and report. They're asking the extended family (shareholders) to:

1. Re-approve the trusted family advisors (the Directors) who know the land and the business best.
2. Confirm the outside accountant (Grant Thornton) who checks the books.
3. Nod in approval of how the family CEO and key managers are being rewarded (Say on Pay), based on how well they're managing the family's valuable land and building businesses on it.

📇 Key Contacts & People

• Investor Relations:
  • The St. Joe Company, 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407
  • Telephone: (850) 231-6400
• Proxy/Voting Inquiries: Broadridge Financial Solutions, Inc. (via www.proxyvote.com or 1-800-690-6903)
• Reception RSVP: [email protected] (by April 27, 2026)
• Corporate Secretary: (For revoking proxies, governance documents) The St. Joe Company, 130 Richard Jackson Blvd, Suite 200, Panama City Beach, FL 32407.
• Key Directors/Executives Named: Jorge L. Gonzalez (CEO/Chair), Howard S. Frank (Lead Dir), Cesar L. Alvarez, Elizabeth D. Franklin, Rhea Goff, Thomas P. Murphy Jr., Marek Bakun (CFO), Elizabeth J. Walters (CLO).

🧩 Final Takeaway

This proxy outlines St. Joe's annual shareholder meeting where investors will vote on the company's board of directors, auditor, and executive pay. The company, focused on Northwest Florida real estate development, is led by experienced management and directors with deep local ties. Their compensation philosophy emphasizes performance and shareholder alignment. Shareholders are urged to vote FOR all proposals as recommended by the Board.