Elizabeth Walters
ST JOEAbout Elizabeth Walters
Elizabeth J. Walters (age 62) is Senior Vice President, Chief Legal Officer and Corporate Secretary of The St. Joe Company; she joined JOE in 2018 after more than 20 years as a partner at Burke Blue Hutchison Walters & Smith, P.A. . She holds a BA and MA from The University of West Florida and a JD with honors from Florida State University College of Law . Company performance context: 2024 total revenue was $402.7 million and net income was $74.2 million, and five‑year cumulative TSR index value (2019 base=100) stood at 235.06 in 2024, versus 137.90 for the S&P SmallCap 600 peer index . St. Joe highlighted 2024 records in hospitality revenue and leasing revenue, and operating income increased to $95.6 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Burke Blue Hutchison Walters & Smith, P.A. | Partner (Commercial/Resort/Residential Real Estate; Land Use; Banking; Gov’t Relations) | More than 20 years (through 2018) | Led complex real estate, entitlement, financing and operations matters; deep Northwest Florida public/private relationships . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Panama City Port Authority | Vice Chair, Board of Directors | Current |
| Impact 100 Gulf Coast | Board of Directors | Current |
| The St. Joe Community Foundation | Board of Trustees | Current |
| Alignment Bay County | Governing Board | Current |
| FSU Panama City | Dean’s Council | Current |
| Bay Defense Alliance | Member | Current |
| Selected prior: Florida Board of Bar Examiners (Chair); Bay EDA (Chair); Bay County Chamber of Commerce (Chair); Military Affairs Committee (Chair); Ascension/Sacred Heart Bay (Trustee); Panama City Port Authority (Chair); FSU Foundation (Trustee); FSU Real Estate Center (Exec. Board); Summit Bank, N.A. (Director) | — | Past service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary rate ($) | Not disclosed | Not disclosed | $405,400 (base salary rate set for 2024) |
| Salary paid ($) | $347,000 | $365,179 | $398,313 |
Notes: The proxy discloses base salary rates for 2024; salary paid reflects actual pay during the fiscal year .
Performance Compensation
Annual Cash Incentive (Discretionary)
| Metric | Weighting | Target | Actual (2024) | Payout Timing | Basis |
|---|---|---|---|---|---|
| Discretionary Cash Incentive | No preset formula | Not disclosed | $283,780 | Typically first quarter | CHC Committee evaluation of Company performance (e.g., total revenue) and individual contribution; Company notes total revenue as the most important performance measure linking pay and performance . |
Long‑Term Equity Awards (RSAs)
| Grant Date | Type | Shares | Grant Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| 2/20/2024 | Restricted Stock (time‑based) | 3,743 | $202,721 | Vests in 3 equal annual installments on 2/20/2025, 2/20/2026, 2/20/2027, subject to continued employment | Granted under 2015 Plan . |
| 2/21/2023 | Restricted Stock (time‑based) | 2,773 (unvested at 12/31/2024) | Market value $124,591 at 12/31/2024 | Vests in 3 equal annual installments on each of the first through third anniversaries of grant | — |
| 2/22/2022 | Restricted Stock (time‑based) | 1,252 (unvested at 12/31/2024) | Market value $56,252 at 12/31/2024 | Vests in 3 equal annual installments on each of the first through third anniversaries of grant | — |
| 2/25/2025 | Restricted Stock (time‑based) | 2,302 | $106,444 | Noted in “New Plan Benefits” table (grants as of 3/19/2025), typically time‑based vesting set by CHC Committee | Board and shareholders approved 2025 Equity Incentive Plan on 5/13/2025 . |
Additional context:
- No stock options were granted to NEOs in 2024 .
- 2024 vesting/realization: 2/22/2022 and 2/21/2023 awards partially vested in 2024; Walters had 2,639 shares vest with value realized $146,567 in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 16,824 shares (less than 1% of outstanding) . |
| Unvested RSAs outstanding at 12/31/2024 | 3,743 (2024 grant; $168,173 market value); 2,773 (2023 grant; $124,591); 1,252 (2022 grant; $56,252) . |
| Options | None disclosed; no option exercises in 2024 . |
| Hedging/Pledging | Anti‑hedging policy prohibits hedging/monetization transactions; no pledging disclosures identified in proxy . |
| Ownership guidelines | Not disclosed in the cited sections. |
Employment Terms
- Employment status: At‑will; the Company has not offered employment, severance, or change‑in‑control agreements to NEOs other than the CFO (Walters has no individual severance/CIC agreement) .
- Clawback: Company maintains a clawback policy compliant with NYSE listing standards; incentive‑based compensation is subject to recovery upon a restatement .
- Benefits and perquisites: NEOs receive benefits similar to employees generally; perquisites include reimbursement for annual physical exams (none sought in 2024) and Watersound Club membership with no incremental company cost .
- 401(k): Company provides a 401(k) plan; 2024 “All Other Compensation” for Walters includes $13,800 Company match and $608 life insurance premium (total $14,408) .
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 398,313 | 283,780 | 202,721 | 14,408 | 899,222 |
| 2023 | 365,179 | 331,695 | 184,288 | 11,627 | 892,789 |
| 2022 | 347,000 | 245,700 | 175,518 | 12,869 | 781,087 |
Compensation Structure Analysis
- Mix and trend: For Walters, stock awards increased ($202,721 in 2024 vs $184,288 in 2023) while the discretionary cash bonus decreased ($283,780 in 2024 vs $331,695 in 2023), suggesting a modest shift toward equity year over year .
- No option risk: Company granted no stock options to NEOs in 2024, relying on time‑based RSAs (lower risk than options) .
- Pay‑for‑performance linkage: Annual incentives are discretionary (no preset formula), with Company identifying total revenue as the most important performance measure used to link compensation actually paid to performance in the Pay‑Versus‑Performance disclosure .
- Clawback and re‑pricing safeguards: Clawback policy in place ; 2025 equity plan prohibits option/SAR re‑pricings without shareholder approval and contains a one‑year minimum vesting standard (limited exceptions) .
- Say‑on‑Pay support: Say‑on‑Pay received strong approval (2025: 45,259,159 For vs. 1,121,392 Against; 2024 also over 98% approval) .
Vesting Schedules and Potential Selling Pressure
- 2024 RSA grant (3,743 shares) vests in three equal tranches on 2/20/2025, 2/20/2026, 2/20/2027; 2023 and 2022 RSAs vest on each of the first three anniversaries of their respective grant dates .
- 2024 stock vested: 2,639 shares vested in 2024 for Walters (value realized $146,567) .
- Insider transactions: 2024/2025 equity awards to Walters were reported on Form 4 (awards under Rule 16b‑3); these reflect grants rather than open‑market sales .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR index (2019=100) | 214.58 | 264.93 | 198.53 | 311.92 | 235.06 |
| Net income ($mm) | 45.2 | 74.5 | 70.9 | 77.7 | 74.2 |
| Total revenue ($mm) | 160.6 | 267.0 | 252.3 | 389.3 | 402.7 |
Additional Company highlights for 2024: hospitality revenue reached a record $199.2 million; leasing revenue reached a record $60.3 million; operating income increased to $95.6 million .
Governance, Policies, and Plan Terms Relevant to Incentives
- Anti‑hedging policy prohibits hedging/monetization transactions by directors and executive officers .
- Clawback policy in place per NYSE requirements .
- 2025 Performance & Equity Incentive Plan approved by shareholders May 13, 2025; includes one‑year minimum vesting (limited exceptions), no re‑pricing without shareholder approval, and broad award types (e.g., RSUs, performance awards) .
Employment Contracts, Severance, and Change‑of‑Control
- Walters: At‑will; no individual severance or change‑in‑control arrangement disclosed (only the CFO has an employment agreement) .
- Plan‑level CIC mechanics: Under the equity plan, the CHC Committee has discretion on treatment of awards upon a change in control (e.g., assumption/substitution, acceleration, or cash‑out); performance awards may be settled based on performance through the CIC date .
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay approved (For 45,259,159; Against 1,121,392; Abstain 50,295; Broker non‑vote 6,002,518) .
- Company reports >98% approval at the 2024 annual meeting and considers such outcomes in maintaining program design .
Investment Implications
- Alignment: Walters’ compensation emphasizes fixed salary plus discretionary cash incentives and time‑based RSAs; with total revenue highlighted as the most important performance measure, pay design aligns with scale and top‑line growth, and clawback and anti‑hedging policies mitigate governance risk .
- Retention and overhang: Three‑year RSA vesting creates moderate retention hooks; no individual severance/CIC protection could elevate retention risk in competitive markets, partially offset by ongoing equity awards (e.g., 2024 and 2025 RSAs) .
- Trading signals: Recent Form 4s show board‑approved awards under Rule 16b‑3; no open‑market sales are indicated in these filings, limiting near‑term selling‑pressure signals from Walters specifically .
- Program continuity: Strong Say‑on‑Pay support and the 2025 plan’s terms (minimum vesting, no re‑pricing without approval) suggest continuity with investor‑aligned practices as JOE scales hospitality/leasing platforms (which delivered record results in 2024) .