Howard Frank
ST JOEAbout Howard S. Frank
Howard S. Frank, age 84, has served on The St. Joe Company’s (JOE) board since 2011 and was appointed Lead Independent Director in October 2024; he chairs all three standing board committees (Audit; Compensation and Human Capital; Governance) and is designated an SEC “audit committee financial expert.” He is independent under NYSE standards, attended 100% of board and committee meetings in 2024 (five board meetings), and has deep operating/financial credentials from leadership roles in the cruise industry.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnival Corporation & plc (NYSE) | Chief Operating Officer; Vice Chairman of the board | 1998–2012 | Extensive financial/operating leadership; board-level governance experience |
| Costa Group (Europe’s largest cruise company) | Senior Advisor to CEO | Dec 2017–Nov 30, 2023 | Strategic advisory to CEO |
| New World Symphony | Past Chairman; Trustee Emeritus | Not disclosed | Cultural institution governance |
| Venezia Investimenti SRL | Board member | Until Nov 30, 2023 | Investment oversight (Italy) |
| APVS SRL | Board member | Until Nov 30, 2023 | Investment oversight (Italy) |
| Fairholme Funds, Inc. | Director | Until Feb 2020 (retired) | Audit Committee Chair experience referenced; investment fund governance |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Costa Group | Senior Advisor to CEO | Past | Ended Nov 30, 2023 |
| New World Symphony | Trustee Emeritus | Past | Past Chairman |
| Venezia Investimenti SRL; APVS SRL | Director | Past | Ended Nov 30, 2023 |
| Fairholme Funds, Inc. | Director | Past | Retired Feb 2020 |
Board Governance
- Independence: The board determined Frank is independent; JOE’s policy requires a majority independent board.
- Lead Independent Director: Appointed Oct 2024; presides over executive sessions, represents independent directors, and is available for major shareholder consultation.
- Committee leadership: Chairs Audit, Compensation & Human Capital (CHC), and Governance committees; board met five times in 2024 and he attended 100% of board and committee meetings.
- Audit committee credentials: Financially literate and qualifies as an “audit committee financial expert.”
- Executive sessions: Non-management directors meet regularly without management; Lead Independent Director now presides.
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Audit | Chairman | 4 |
| Compensation & Human Capital (CHC) | Chairman | 2 |
| Governance & Nominating | Chairman | 3 |
| Board | Director; Lead Independent Director | 5 board meetings; 100% attendance |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Payable quarterly; no meeting fees; no annual stock grants for directors |
| Committee chair fees (each committee) | $25,000 | Audit, CHC, Governance chairs each +$25k |
| Chairman of the Board fee | $25,000 | Additional for Chair role (not applicable to Frank) |
| 2024 total cash (Frank) | $200,000 | Base + three chair fees; no equity |
| 2024 other compensation (Frank) | $2,432 | Reimbursed out-of-pocket travel expenses |
| Expense reimbursements/perks | Varies | Travel (including private aircraft in certain circumstances), spouse travel to some meetings, one approved educational seminar per year |
| Charitable matching | Up to $5,000 | Matches director cash contributions to charities where they serve as officer/trustee |
| 2024 Director Compensation | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Howard S. Frank | 200,000 | 2,432 | 202,432 |
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Annual equity grants to non-employee directors | None | Company states it does not award annual stock grants to non-employee directors |
| Performance-based director pay metrics (TSR, revenue, ESG) | None disclosed | Director compensation is cash retainers and chair fees; no disclosed performance metrics for directors |
- Clawback policy: Company has adopted a clawback compliant with NYSE rules for incentive-based compensation in the event of financial restatements; applies broadly (note: pertains to incentive comp; directors receive cash retainers).
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlocks/Notes |
|---|---|---|---|
| Carnival Corporation & plc | Public | Vice Chairman (past) | Brings large-cap board experience; no current interlock disclosed |
| Fairholme Funds, Inc. | Public fund complex | Director (past) | Past audit chair experience; retired Feb 2020 |
| Costa Group; Venezia Investimenti SRL; APVS SRL | Private/foreign | Advisory/Director (past) | Ended 2023 |
- CHC Committee interlocks: None in 2024; no St. Joe executive sat on other entities’ boards/comp committees that include St. Joe executives.
Expertise & Qualifications
- Financial and operating leadership experience; sound business judgment from roles at Carnival (COO; Vice Chairman).
- Audit committee financial expert; financially literate; meets enhanced SEC/NYSE independence for audit.
- Industry knowledge in hospitality/cruise; attributes include leadership, finance, operations, compliance/risk.
- Readiness to challenge management; selected for Lead Independent Director given 13 years of board service and 25+ years of operating experience.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Howard S. Frank | 30,000 | <1% (asterisk indicates <1%) |
- Anti-hedging policy: Prohibits directors/officers from hedging or monetization transactions (collars, forwards, etc.); designated insiders must pre-clear trades and observe blackout periods (10b5-1 plans allowed under policy).
Governance Assessment
- Positive signals: Independence, Lead Independent Director role, 100% attendance, chairing all three key committees, audit financial expert designation, and robust committee charters/oversight (risk, human capital, governance).
- Compensation alignment: Directors paid in cash retainers and chair fees; absence of director equity grants reduces risk of equity-driven conflicts but limits explicit equity alignment—offset by Frank’s personal share ownership (30,000).
- Policies: Anti-hedging and clawback policies in place; strong insider trading controls (pre-clearance/blackouts).
- Shareholder sentiment: Say-on-pay approved with >98% of votes cast in favor at 2024 meeting—indicative of broad support for compensation governance.
- Potential scrutiny point: Consolidation of Audit, CHC, and Governance chair roles in one individual centralizes board oversight; investors often monitor workload/board refreshment to ensure sustained effectiveness. Fact base: Frank is Chairman of all three committees.