Cesar Alvarez
ST JOEAbout Cesar L. Alvarez
Cesar L. Alvarez (age 77) has served on The St. Joe Company’s board since 2012 and is classified as an independent director. He is Senior Chairman of Greenberg Traurig, LLP (since Feb 2016), previously Executive Chairman and Co‑Chairman (2010–2016) and CEO (1997–2010), credited with scaling the firm into a top ten law firm globally; his board tenure includes broad governance experience across public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenberg Traurig, LLP | Senior Chairman | Feb 2016–present | Led large global law firm; governance and leadership credentials |
| Greenberg Traurig, LLP | Executive Chairman and Co‑Chairman | Jan 2010–Jan 2016 | Senior leadership during expansion |
| Greenberg Traurig, LLP | Chief Executive Officer | 1997–2010 | Scaled firm to top ten U.S./global footprint |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Watsco, Inc. (NYSE) | Vice‑Chairman | Jun 2017–present | Previously Director (May 1997–May 2015) |
| Precigen, Inc. (NASDAQ; formerly Intrexon) | Director | Feb 2008–present | Public company board |
| Fairholme Funds, Inc. | Director (retired) | –Feb 2020 | Prior directorship at major JOE shareholder’s fund family |
Board Governance
- Independence: Board determined Alvarez (and other non‑management nominees) are independent under NYSE standards .
- Committee assignments: Audit Committee; Compensation and Human Capital (CHC) Committee; Governance and Nominating Committee (member; not chair) .
- Attendance: 100% attendance at 2024 Board meetings (5) and on all committees served; non‑management directors meet in regular executive sessions .
- Board leadership: CEO/Chair combined (Gonzalez) with a Lead Independent Director (Frank) appointed Oct 2024 to balance governance .
- Committee meeting cadence (2024): Audit (4), CHC (2), Governance (3) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual retainer (non‑employee director) | 125,000 | Cash; paid quarterly; no meeting fees |
| Committee chair fees | 0 | Alvarez is not a chair; chair roles receive $25,000, but not applicable |
| Equity grants (annual) | 0 | Company does not award annual stock grants to non‑employee directors |
| Other cash/benefits | 0 | Travel reimbursement available; no reported amounts for Alvarez |
| Total | 125,000 | Per 2024 Director Compensation table |
Performance Compensation
| Metric/Instrument | 2024 Detail |
|---|---|
| Stock awards (RSUs/PSUs) | None for non‑employee directors; company policy states no annual stock grants |
| Options | None disclosed for directors |
| Performance metrics | Not applicable to director pay; executive pay uses discretionary metrics (not formulaic) |
The Board has a clawback policy for incentive‑based compensation and a 2025 equity plan with clawback language, but non‑employee directors did not receive equity in 2024 .
Other Directorships & Interlocks
| Link | Description | Potential exposure |
|---|---|---|
| Watsco, Inc. | Current Vice‑Chairman | No related‑party transactions with JOE disclosed; limited direct business overlap with JOE’s real estate focus |
| Precigen, Inc. | Current Director | No disclosed transactions with JOE |
| Fairholme Funds (prior) | Prior Director; Fairholme Capital/affiliates own ~34.7% of JOE | Historical interlock with major shareholder; current related‑party oversight via Governance Committee; Fairholme advisory agreement pays no fees |
Expertise & Qualifications
- Leadership of complex, multi‑office global law firm; governance acumen across public boards .
- Director attributes include leadership, finance, operations, compliance/risk management, and ethnic/racial diversity .
- Audit and CHC committee independence affirmed; Audit Committee financial expert is Frank (committee chair) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Cesar L. Alvarez | 4,700 | <1% | As of Mar 19, 2025; no pledging disclosed; hedging prohibited by policy |
Governance Assessment
- Strengths: Independent status; 100% attendance; service on all core committees (Audit/CHC/Governance); CHC reports no interlocks/insider participation; use of outside advisors permitted; robust insider‑trading controls and anti‑hedging policy .
- Alignment considerations: Director compensation is cash‑only, with no annual equity grants to non‑employee directors—reduces automatic equity alignment; Alvarez’s personal ownership is modest at 4,700 shares (<1%) .
- Conflicts oversight: Governance Committee must pre‑approve related‑party transactions; Fairholme Capital (34.7% owner) maintains a fee‑free investment management agreement; Alvarez’s prior Fairholme Funds directorship is historical, with no current disclosed related‑party tie; continued oversight mitigants are in place .
- Board structure mitigants: Lead Independent Director role established in Oct 2024 to balance combined Chair/CEO structure; executive sessions held regularly .
Investor signal: Strong independence and attendance support board effectiveness; cash‑based director pay without equity grants may warrant engagement on long‑term alignment, though governance structures (committees, lead director, related‑party review) are defined and active .