Jorge Gonzalez

About Jorge Gonzalez

Jorge L. Gonzalez, age 60, is President, Chief Executive Officer, and Chairman of the Board of The St. Joe Company. He joined JOE in 2002, has served as CEO since November 2015, and became Chairman in October 2024; he holds undergraduate and graduate degrees from Florida State University and serves on FSU’s Board of Trustees and The St. Joe Community Foundation Board of Trustees . Company performance during his tenure features rising revenues and net income with five-year cumulative TSR tracked in the proxy’s pay-versus-performance disclosure; total revenue rose from $160.6m (2020) to $402.7m (2024) and net income from $45.2m (2020) to $74.2m (2024); cumulative TSR measured vs the S&P SmallCap 600 peer group is detailed below .

Past Roles

External Roles

Fixed Compensation

Notes:

• CEO pay ratio for 2024 was ~41:1 (CEO $1,746,456 vs median employee $42,930) .
• As a director, Gonzalez receives no additional board compensation beyond his executive pay .

Performance Compensation

Annual Cash Incentive (Discretionary)

Equity Awards (RSAs under 2015 Plan)

Policy notes:

• No stock options granted to NEOs in 2024; timing of equity grants generally in February; Committee does not grant in anticipation of MNPI; blackout/trading plan rules apply .
• 2025 Equity Incentive Plan continues stock-based awards, includes minimum vesting standards, no re-pricing, no evergreen, no tax gross-ups, and clawbacks .

Equity Ownership & Alignment

Beneficial Ownership

Unvested Equity Held (as of 12/31/2024)

Alignment and trading policies:

• Anti-hedging policy prohibits hedging/monetization (e.g., collars, forwards) by directors/executives .
• Insider Trading Policy requires pre-clearance, imposes blackout periods, and permits compliant Rule 10b5‑1 plans .
• Pledging of shares not explicitly disclosed; no director/executive-specific pledging disclosures identified in the proxy .

Employment Terms

Board Governance

• Board service: Director since 2015; appointed Chairman in October 2024; CEO since November 2015 .
• Independence: Not independent (current executive); Board policy maintains majority independent directors .
• Committees: Gonzalez is not a member of Audit/Compensation and Human Capital/Governance committees; Howard S. Frank chairs all three .
• Board leadership structure: Combined CEO-Chairman model with Lead Independent Director (Frank) to balance governance and independence concerns .
• Attendance: 100% attendance at Board and relevant committee meetings in 2024; regular executive sessions of non-management directors .
• Director compensation: Executives (Gonzalez, Goff) receive no additional pay for board service; non-employee director retainer $125k plus $25k for each chair role .

Performance & Track Record

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay approval exceeded 98% of votes cast; CHC Committee maintained program design with continued review of shareholder feedback .

Compensation Structure Analysis

• Mix shift: Base salary increased (2022→2024) while discretionary bonus moderated; equity grants increased, adding long-dated RSAs that vest in 2030 to reinforce retention and ownership culture .
• Risk profile: No stock options granted to NEOs in 2024 and plan prohibits re-pricing; equity is primarily time-based RSAs—a lower-risk instrument than options from an executive perspective .
• At-risk pay and metrics: Annual cash incentives are discretionary and consider total revenue/net income and liquidity, rather than formulaic targets or TSR percentile, which can reduce direct pay-for-metric tie-ins but provide Board flexibility across a cyclical, development-heavy business .
• Governance features: Clawback policy in place for incentive comp; 2025 plan embeds clawbacks, minimum vesting, no evergreen, and non-repricing provisions .

Risk Indicators & Red Flags

• Dual role (CEO + Chairman): Independence concerns mitigated by Lead Independent Director and majority-independent Board; continued monitoring advisable .
• Hedging/pledging: Hedging and monetization transactions prohibited; pledging not explicitly disclosed for executives—lack of disclosure is not evidence of pledging but remains a diligence point .
• Compliance: Late Form 4 correction (Oct 30, 2024) for an Oct 25, 2024 purchase due to administrative error; minor but noteworthy for process rigor .
• Golden parachutes/tax gross-ups: No severance/change-in-control benefits for Gonzalez; plan disallows tax gross-ups; CFO’s agreement includes carve-back to avoid excise taxes .
• Related-party transactions: Fairholme’s advisory relationship and significant ownership noted; no Gonzalez-specific related-party transactions disclosed .

Investment Implications

• Alignment: Modest direct ownership (<1%) but substantial unvested RSAs, including long-dated tranches vesting in 2030, create retention and alignment incentives; anti-hedging and pre-clearance policies support alignment and reduce selling pressure risk .
• Pay-for-performance: Discretionary cash incentive structure leans on Board judgment tied to revenue/net income, offering flexibility but less transparency on metric-to-payout mechanics; equity as primary long-term lever aligns with JOE’s multi-year development cycle .
• Governance and oversight: Combined CEO-Chairman structure increases reliance on Lead Independent Director and committee rigor; 100% attendance and robust committee independence/charters are positives, but investors should track any future changes in Board composition or committee leadership .
• Trading signals: The 2030 vesting RSAs suggest management confidence and low near-term insider selling pressure from long-dated grants; absence of options reduces risk of repricing headlines; monitor 10b5‑1 activity and blackout periods around major development milestones .