Marek Bakun
ST JOEAbout Marek Bakun
Marek Bakun, 53, is Executive Vice President and Chief Financial Officer of The St. Joe Company (JOE), a role he has held since 2013. He brings 20+ years of finance leadership across homebuilding, with expertise in financial reporting/compliance, cost and capital management, M&A integration, and operational efficiency; he holds a B.S. in Accounting from the University of Central Florida, is a CPA, and a licensed general contractor and real estate broker . Company context during his tenure: 2024 revenue was $402.7 million and net income $74.2 million, with St. Joe’s five-year TSR index at 235.06 in 2024 (peaked at 311.92 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orleans Homebuilders, Inc. | CFO & Treasurer | — | Led finance for national homebuilder |
| Mattamy Homes Corporation (U.S.) | CFO & Treasurer | — | Oversaw financial controls across five U.S. markets |
| Morrison Homes | VP & CFO | — | Managed financial integration when company merged with Taylor Woodrow in 2007 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships or external public roles disclosed for Mr. Bakun |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 410,385 | 431,768 | 477,984 |
| Discretionary Cash Bonus ($) | 373,500 | 435,750 | 390,432 |
| Target Annual Cash Incentive (% of base) | Up to 100% | Up to 100% | Up to 100% |
Additional notable item: one-time $200,000 cash bonus awarded August 2018 for contributions to successful transactions (outside the regular cycle) .
Performance Compensation
Incentive design and metrics
- Annual cash incentive is discretionary (no pre-set formula); CHC Committee evaluates overall company performance, individual contribution, liquidity/use of capital, and considers contract targets where applicable . For 2024, the Committee approved a $390,432 discretionary bonus for Bakun . The company cites total revenue as its most important pay-versus-performance measure .
- Long-term equity: time-based restricted stock awards (RSAs) under the 2015 Plan, generally vesting ratably over three years; no stock options granted to NEOs in 2024 .
Equity grants (recent)
| Grant Date | Award Type | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2/20/2024 | RSAs | 4,506 | 244,045 | 1/3 on 2/20/2025, 2/20/2026, 2/20/2027, subject to continued employment |
| As of 3/19/2025 (FY25 awards to-date) | RSAs | 2,771 | 128,131 | Vesting terms not specified in the FY25 benefits table |
Outstanding unvested equity as of 12/31/2024 (overhang/vesting cadence)
| Grant Date | Unvested RSAs (#) | Market Value ($) at 12/31/2024 |
|---|---|---|
| 2/20/2024 | 4,506 | 202,455 |
| 2/21/2023 | 3,279 | 147,325 |
| 2/22/2022 | 1,480 | 66,496 |
- Vesting footnote: RSAs typically vest in three equal annual installments on the first through third anniversaries of grant; 2022 grants have a remaining tranche vesting in 2025; 2023 and 2024 grants vest through 2026 and 2027 respectively (subject to continued employment) .
- Option awards: none reported for NEOs in 2024 .
Payout-by-incentive format
| Incentive | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|
| Discretionary annual bonus | Discretionary (no formula) | Up to 100% of base | $390,432 (2024) | Cash | Immediate |
| RSAs (time-based) | Service-based | n/a | 4,506 shares (2024 grant) | Equity | 3-year ratable |
Governance features affecting incentives:
- Clawback: policy requires recovery of incentive-based compensation after a restatement to the extent paid in excess of restated amounts; also applies under the new 2025 plan .
- Insider Trading Policy: pre-clearance required, blackout periods apply; 10b5-1 plans permitted if compliant .
- Anti-hedging: hedging/monetization transactions prohibited for directors and executive officers .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 22,361 shares; <1% of outstanding |
| Shares outstanding (for reference) | 58,222,315 (as of 3/19/2025) |
| Unvested equity (as of 12/31/2024) | RSAs unvested: 4,506 (2024 grant), 3,279 (2023 grant), 1,480 (2022 grant), with market values shown above |
| Options (exercisable/unexercisable) | None disclosed for NEOs in 2024 |
| Pledging | No pledging policy disclosure; no pledged shares disclosed in ownership tables |
| Ownership guidelines | Not disclosed for executives in the proxy |
Insider selling pressure watchouts:
- Time-based RSA vesting creates sellable supply around late February each year (e.g., 2/22, 2/21, 2/20 anniversaries) for the 2022–2024 grants, subject to blackout windows and 10b5-1 plans .
Employment Terms
| Category | Key Terms |
|---|---|
| Agreement | One-year term effective 10/7/2013; auto-renews each April 1 unless notice given ≥30 days prior |
| Base/Bonus Target | Initial base $350,000 (subject to increases by CHC); target annual cash incentive up to 100% of base |
| Severance (no cause/Good Reason) | 12 months of base salary, plus employer portion of COBRA premiums for 18 months; subject to release and ongoing compliance with restrictive covenants |
| Change in Control | No additional severance benefits tied to CIC (no single/double trigger enhancement) |
| Tax Gross-ups | None; 280G/4999 cutback applies if it improves after-tax outcome |
| Restrictive Covenants | Noncompetition, confidentiality, non-solicitation, non-disparagement |
| Illustrative Severance as of 12/31/2024 | Salary $488,040; benefits continuation $44,139; total $532,179 |
Company Performance Context
Annual financials
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 252,321,000 [FY 2022]* | 389,285,000 [FY 2023]* | 402,737,000 [FY 2024]* |
| EBITDA ($) | 84,355,000* | 129,509,000* | 141,971,000* |
| Net Income ($) | 70,927,000 [FY 2022]* | 77,712,000 [FY 2023]* | 74,189,000 [FY 2024]* |
Values marked with an asterisk were retrieved from S&P Global.
Last four reported quarters
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | 104,334,000 * | 94,197,000 * | 129,082,000 * | 161,076,000 * |
| EBITDA ($) | 37,858,000* | 29,024,000* | 48,947,000* | 64,589,000* |
| Net Income ($) | 18,920,000 * | 17,461,000 * | 29,524,000 * | 38,707,000 * |
Values marked with an asterisk were retrieved from S&P Global.
Pay vs. Performance (select indicators disclosed)
- 2024 Total revenue $402.7m; net income $74.2m .
- Five-year cumulative TSR index: 2020: 214.58; 2021: 264.93; 2022: 198.53; 2023: 311.92; 2024: 235.06 .
Compensation Committee, Peer/Shareholder Feedback
- CHC Committee members: Howard S. Frank (Chair), Cesar L. Alvarez, Thomas P. Murphy Jr. .
- Outside advisors: CHC may retain compensation consultants/advisors at its discretion (no specific consultant disclosed) .
- Compensation peer group: not disclosed; for TSR comparison, the company references the S&P SmallCap 600 as its peer index .
- Say-on-Pay: >98% approval in 2024 ; 2025 Say-on-Pay vote results: For 45,259,159; Against 1,121,392; Abstain 50,295 (broker non-votes 6,002,518) .
Compensation Structure Analysis (signals)
- Mix shift: heavy reliance on time-based RSAs (no 2024 options), with discretionary annual cash bonuses tied to qualitative/financial assessments; limited use of performance-conditioned equity (e.g., PSUs) suggests lower explicit pay-for-performance sensitivity versus metric-driven plans .
- Governance positives: robust clawback policy; prohibition on hedging; pre-clearance/blackout trading controls .
- No CIC sweeteners for CFO: severance is 1x salary plus benefits, with 280G cutback, which reduces “golden parachute” risk .
- Dilution/overhang: company burn rate averaged ~0.056% over the last three years; overhang ~2.4% as of 3/19/2025 .
Investment Implications
- Alignment: Time-based RSAs and a discretionary bonus program align executives with stock value (via ownership) but provide less direct linkage to quantitative performance targets; the company identifies total revenue as the key performance measure in pay-versus-performance disclosures .
- Retention risk: Auto-renewing employment agreement with 1x salary severance and meaningful unvested RSAs across multiple grant vintages support retention without CIC enhancements, indicating balanced downside protection for shareholders .
- Trading signals: Annual RSA vesting cliffs in February (for 2022–2024 grants) may create episodic sellable supply, moderated by blackout windows and 10b5-1 plan usage . No pledged share disclosures reduce collateral-driven forced-sale risk .
- Shareholder support: Strong Say-on-Pay outcomes (98%+ in 2024; comfortable approval in 2025) suggest investor acceptance of the compensation approach, despite its discretionary nature .
Note: All quantitative and qualitative details above are sourced from The St. Joe Company’s 2025 DEF 14A and related 8-K filings. Financial values marked with an asterisk were retrieved from S&P Global.
Citations:
- Executive background and tenure
- Compensation design and outcomes
- One-time bonus (2018)
- Equity grant timing/policy; no options in 2024
- Ownership/pledging
- Policies (clawback, anti-hedging, insider trading)
- Employment terms/severance/definitions
- Company performance/TSR/pay vs performance
- CHC composition/advisors
- Burn rate/overhang
- Say-on-Pay results