The St. Joe Company (JOE) Proxy Filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors for one-year terms expiring at the 2026 annual meeting or until successors are elected and qualified.

• Ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, is on the agenda.

• Advisory approval of named executive officer compensation is included as a voting item.

• Approval of the 2025 Performance and Equity Incentive Plan is proposed.

• Other business may be addressed if properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Director nominees are Cesar L. Alvarez, Howard S. Frank, Rhea Goff, Jorge L. Gonzalez, and Thomas P. Murphy, Jr.

• Each nominee is recommended by the board for election.

Executive compensation and say-on-pay

• Shareholders will provide advisory approval on the compensation of named executive officers.

• A new 2025 Performance and Equity Incentive Plan is up for approval.