Elizabeth Franklin
ST JOEAbout Elizabeth Franklin
Elizabeth Dantin Franklin, age 57, was appointed as an independent director of The St. Joe Company on July 22, 2025, for the remainder of the term expiring at the 2026 annual meeting. She brings 30+ years in financial accounting, internal audit, risk management, and governance; most recently Chief Audit Officer at Fidelity National Financial until 2023, following a prior career as a PwC partner. She holds degrees in Accounting and Finance from Loyola University and previously held CPA and CIA credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Financial (FNF) | Chief Audit Officer | 2007–2023 | Led internal controls, compliance, and enterprise risk; developed governance/compliance programs |
| PwC | Partner | Prior to FNF (dates not specified) | Served global clients across industries; audit and governance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North Florida Council, Boy Scouts of America | Director (Non-profit) | Current | Community leadership; no related-party ties to JOE disclosed |
Board Governance
- Appointment and independence: Appointed to JOE’s Board as an independent director effective July 22, 2025; no related-party transactions under Item 404(a) disclosed.
- Committee assignments (effective upon appointment): Audit; Compensation & Human Capital; Governance & Nominating.
- Board structure and leadership: CEO also serves as Chairman; Lead Independent Director role held by Howard S. Frank.
- Committee chairing concentration: In 2024, all three standing committees were chaired by Lead Independent Director Frank (Audit, CHC, Governance). Audit Committee members included Frank, Alvarez, and Murphy (per Audit Committee Report signatories). Monitor post-appointment committee leadership rotation.
- Board activity baseline: In 2024 the Board met 5 times; Audit 4; CHC 2; Governance 3. All then-sitting directors had 100% attendance in 2024. (Franklin joined in 2025; her attendance will be disclosed in the next proxy.)
- Board size: Expanded to six directors upon Franklin’s appointment.
Committee Assignments (Franklin)
| Committee | Role | Start |
|---|---|---|
| Audit Committee | Member | Jul 22, 2025 |
| Compensation & Human Capital Committee | Member | Jul 22, 2025 |
| Governance & Nominating Committee | Member | Jul 22, 2025 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $125,000 | Cash; paid quarterly in advance; no meeting fees or annual stock grants to non-employee directors. Franklin to receive standard non-employee director compensation. |
| Committee chair fees | +$25,000 per chair role | Audit, CHC, Governance chair adders; currently not applicable to Franklin. |
| Chairman of the Board adder | +$25,000 | Not applicable to Franklin. |
| Expense reimbursement | Actuals | Travel and approved seminar expenses reimbursed. |
| Charitable matching | Up to $5,000 | Match to charities where director serves as officer/trustee. |
Performance Compensation
| Metric | Weight/Target | Payout Curve | Notes |
|---|---|---|---|
| None (directors) | — | — | JOE does not grant annual equity to non-employee directors or pay meeting fees; director comp is cash-based. |
Other Directorships & Interlocks
| Company | Ticker/Exchange | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed (public companies) | — | — | — | No related-party transactions disclosed for Franklin; appointed as independent. |
Expertise & Qualifications
- Deep audit, internal control, enterprise risk, and compliance leadership (FNF Chief Audit Officer; former PwC partner).
- Financial literacy for audit oversight; governance and risk credentials (CPA, CIA during career).
Equity Ownership
| Security | Shares Beneficially Owned | Ownership Form | Source/Date |
|---|---|---|---|
| Common Stock | 582 | Indirect (By Trust) | SEC Form 3 filed Aug 22, 2025; transaction date Jul 22, 2025 (appointment). https://www.sec.gov/Archives/edgar/data/745308/000208289925000001/0002082899-25-000001-index.htm |
Insider filings
| Filing/Txn Date | Form | Transaction Type | Post-Txn Ownership | Link |
|---|---|---|---|---|
| Jul 22, 2025 (filed Aug 22, 2025) | Form 3 | Initial statement of beneficial ownership | 582 shares (Indirect by Trust) | https://www.sec.gov/Archives/edgar/data/745308/000208289925000001/0002082899-25-000001-index.htm |
Related Party & Policy Safeguards
- Independence and related parties: Company disclosed no related-party transactions for Franklin under Item 404(a).
- Anti-hedging: Directors are prohibited from hedging/monetization transactions (e.g., collars, forwards).
- Clawback: Company has an incentive-compensation clawback policy (applies to incentive-based pay; directors receive cash retainers).
Say-on-Pay & Shareholder Feedback (context for governance quality)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say on Pay (advisory) | 45,259,159 | 1,121,392 | 50,295 | 6,002,518 |
| 2025 Performance & Equity Incentive Plan | 45,865,542 | 527,543 | 37,761 | 6,002,518 |
Governance Assessment
-
Positives
- Independent appointment with no related-party ties; strong audit and risk pedigree enhances Audit Committee effectiveness.
- Robust anti-hedging policy; clawback policy in place; strong 2025 Say-on-Pay support, signaling investor alignment.
- Cash-only director pay (no equity grants, no meeting fees) reduces pay complexity and potential misalignment.
-
Watch items / potential red flags
- Committee leadership concentration: All three standing committees chaired by one director in 2024 (Lead Independent Director). With board expansion to six and Franklin joining all committees, monitor whether chairs are diversified to mitigate key-person risk.
- Ownership alignment is currently modest (582 shares initial disclosure). Monitor accumulation toward any board ownership guideline if later adopted/disclosed. https://www.sec.gov/Archives/edgar/data/745308/000208289925000001/0002082899-25-000001-index.htm
-
Contextual considerations
- Significant shareholder influence remains a structural backdrop (e.g., Fairholme group holdings disclosed in 2025 proxy), though Franklin’s independence and lack of related-party ties help balance governance optics.
Summary: Franklin’s addition strengthens JOE’s board oversight in audit, risk, and controls. The main governance focus area is committee chair concentration; rebalancing chairs post-appointment would further enhance board effectiveness. Compensation structure for directors is straightforward and shareholder-friendly (cash retainers, no equity), and no conflicts have been disclosed.