The St. Joe Company (JOE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, to elect six directors, ratify the auditor, and hold a say-on-pay vote.

• Shareholders of record as of March 18, 2026, are eligible to vote; 57,541,761 shares outstanding.

• Voting can be done via Internet, phone, mail, or in person at the meeting.

• Proxy materials are available online, with electronic delivery encouraged to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include: election of six directors for one-year terms, ratification of Grant Thornton LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of six members, with four independent directors and two insiders.

• CEO and Chairman roles are combined; a Lead Independent Director is appointed.

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

• Annual review of director independence and committee charters.

• Board and committees met regularly in 2025, with high attendance.

• Director compensation is cash-based, with additional retainers for committee chairs and a charitable matching program.