The St. Joe Company (JOE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, with voting on four key proposals and a property tour for shareholders following the meeting.

• Shareholders of record as of March 19, 2025, are eligible to vote, with 58,222,315 shares outstanding.

• Proxy materials are available online, and voting can be done via Internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Election of five directors for a one-year term expiring at the 2026 annual meeting.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for 2025.

• Advisory vote on executive compensation (Say on Pay).

• Approval of the 2025 Performance and Equity Incentive Plan.

• Shareholder proposals for the 2026 meeting must be submitted by December 2, 2025.

Board of directors and corporate governance

• Board consists of five members, with a combined CEO-Chairman and a Lead Independent Director structure.

• Three standing committees: Audit, Compensation and Human Capital (CHC), and Governance and Nominating.

• Majority of directors are independent; all committee members meet NYSE independence standards.

• Board and committees met regularly in 2024, with 100% attendance.

• Annual review of management succession and director performance.