St Joe Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six directors — Cesar L. Alvarez, Howard S. Frank, Elizabeth D. Franklin, Rhea Goff, Jorge L. Gonzalez, and Thomas P. Murphy Jr. — each for a one-year term expiring at the 2027 annual meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory Say on Pay proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks this advisory approval to confirm shareholder support for the company’s compensation philosophy and to receive feedback that will inform future executive pay decisions. The proposal exists because of the Dodd-Frank Act requirement to provide an annual advisory vote on executive compensation; while non-binding, the Board and the Compensation and Human Capital Committee (CHC Committee) commit to reviewing and taking into account the vote’s outcome. The Company’s 2025 pay program emphasized base salary, discretionary cash incentives tied to overall company performance and individual contribution, and the addition of time-based restricted stock awards under an LTIP to align long-term interests with shareholders and provide retention incentives. Management argues the program strikes an appropriate balance between responsible pay practices and incentives tied to financial and operational metrics, pointing to prior shareholder support (over 97% in 2025) as validation. The Board’s recommendation to vote FOR is rooted in its view that the compensation structure aligns executives’ interests with long-term shareholder value and provides necessary retention and performance incentives. The committee retains discretion over incentive payout decisions and will consider liquidity and business conditions when awarding discretionary cash incentives, underscoring that the program is not formulaic but judgment-based. Given the advisory nature of the vote, the proposal carries no binding legal effect, but a negative outcome would trigger a substantive review by the CHC Committee and the Board to evaluate potential changes to compensation practices.

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When is the St Joe Co 2026 annual meeting?

St Joe Co (JOE) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the St Joe Co 2026 meeting?

The record date for the St Joe Co 2026 meeting is Wednesday, March 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for St Joe Co's 2026 meeting?

The board is presenting 6 director nominees at the St Joe Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the St Joe Co 2026 meeting?

Shareholders will vote on 3 proposals at the St Joe Co 2026 meeting, each tagged with who proposed it and the board's recommendation.