Rhea Goff
ST JOEAbout Rhea Goff
Rhea Goff, 44, is Senior Vice President and Chief Administrative Officer (since April 2019) and a director (appointed October 2024) of The St. Joe Company; she oversees Human Resources, Marketing, Information Technology, and corporate administration, and holds a bachelor’s degree from Florida State University (2001) . Company performance context tied to compensation: total revenue was $402.7M and net income $74.2M in 2024, with five-year cumulative TSR of 235.06; St. Joe identifies total revenue as the most important measure linking pay to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WaterColor Inn & Resort (JOE hospitality) | Human Resources Assistant | 2003 | Supported HR for hospitality operations in Walton and Bay Counties . |
| The St. Joe Company (NW Florida) | Corporate HR Manager | 2005 onward | Managed regional then company-wide HR; expanded remit over time . |
| The St. Joe Company | Senior Vice President & Chief Administrative Officer | Apr 2019–present | Oversees HR, Marketing, IT, policies and compliance; supports operating segments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The St. Joe Community Foundation | Board of Trustees | Current | Community foundation governance . |
| Florida’s Great Northwest | Board | Current | Regional economic development . |
| Florida’s Great Northwest Foundation | Board | Current | Foundation governance . |
| Walton County School District Business Advisory Board | Member | Current | Education/business advisory . |
| Northwest Florida State College | Board of Trustees | Current | Higher education governance . |
| Florida Commission on Community Service | Board | Current | State service commission . |
| Seaside School Foundation; Walton County Culinary Advisory Board | Board member | Prior | Community/education roles . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 196,308 | 260,573 | 297,212 |
| All Other Compensation ($) | 12,652 | 12,380 | 11,100 |
Notes:
- CHC Committee raised NEO base salaries in 2024 (described ranges) but Summary Compensation Table reflects amounts paid; St. Joe does not disclose target bonus percentages for Ms. Goff .
Performance Compensation
Annual Cash Incentives (Discretionary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Discretionary Cash Bonus ($) | 140,000 | 220,000 | 211,750 |
- Program is discretionary; CHC considers Company results and liquidity, with emphasis on total revenue and net income (no fixed weightings or formula) .
Equity Awards (RSAs)
| Grant Date | Type | Shares Granted (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Feb 22, 2022 | Time-based RSAs | 713 | 100,002 | 3 equal annual tranches on Feb 22, 2023/2024/2025 (subject to continued employment) . |
| Feb 21, 2023 | Time-based RSAs | 3,104 | 137,507 | 3 equal annual tranches on Feb 21, 2024/2025/2026 (subject to continued employment) . |
| Feb 20, 2024 | Time-based RSAs | 2,793 | 151,269 | 3 equal annual tranches on Feb 20, 2025/2026/2027 (subject to continued employment) . |
- No stock options were granted to NEOs in 2024; equity grants are time-based under the 2015 plan; the 2025 plan continues equity incentives with minimum one-year vesting, no repricing, and no tax gross-ups .
Performance Metric Context (Company Level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenue ($M) | 252.3 | 389.3 | 402.7 |
| Net Income ($M) | 70.9 | 77.7 | 74.2 |
| Cumulative TSR (Indexed $100) | 198.53 | 311.92 | 235.06 |
Vested/Realized in Year
| Year | Shares Vested (#) | Value Realized on Vesting ($) |
|---|---|---|
| 2023 | 713 | 31,814 |
| 2024 | 1,749 | 97,043 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/19/2025) | 9,787 shares; less than 1% of outstanding . |
| Prior-Year Beneficial Ownership (as of 3/20/2024) | 8,037 shares; less than 1% . |
| Unvested RSAs at 12/31/2024 | 2,793 (market value $125,489), 2,069 (market value $92,960), 713 (market value $32,035) . |
| Anti-Hedging Policy | Hedging/monetization transactions prohibited for directors and officers . |
| Pledging/Margin Policy | Pledging or margining Company stock requires pre-notice and documentation to Compliance Officer; heightened precautions apply (policy excerpted in 2024 Form 10-K) . |
| Stock Ownership Guidelines | Not disclosed in proxy; no stated multiple-of-salary guideline found . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start at JOE | 2003 (HR Assistant); expanded corporate HR role 2005; SVP & CAO since April 2019 . |
| Contract Term | At-will; no individual employment agreement disclosed for Ms. Goff . |
| Severance / Change-of-Control | No severance or CIC arrangement disclosed for Ms. Goff; general plan terms allow CHC Committee discretion on award treatment in change-of-control (e.g., performance awards payout rules) . |
| Non-Compete / Non-Solicit | Not disclosed. |
| Clawback | Incentive-based compensation subject to clawback upon financial restatement per NYSE/SEC rules . |
| Insider Trading Controls | Pre-clearance required, blackout periods apply; Rule 10b5-1 plans allowed if compliant . |
Board Governance and Director Service
- Board Service: Appointed October 2024; director since 2024 .
- Independence: Not independent due to executive officer status .
- Committees: Not listed on standing committees in 2024; Board committees are Audit, Compensation & Human Capital (CHC), Governance; chairs are independent (Frank) .
- Leadership Structure: CEO and Chairman roles combined (Jorge L. Gonzalez) with a Lead Independent Director (Howard S. Frank) to bolster independence .
- Meeting Attendance: 100% attendance for Board and committees in 2024 by all members during their service .
- Director Compensation: Non-employee directors receive cash retainers; employee-directors (including Ms. Goff) receive no additional compensation for Board service .
- 2025 Shareholder Vote Results: Ms. Goff elected with 43,637,795 for / 2,741,070 against / 51,981 abstain; Say-on-Pay approved (45,259,159 for) and 2025 Equity Incentive Plan approved (45,865,542 for) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval exceeded 98% in 2024; Board and CHC consider these results in planning compensation .
- 2025 Say-on-Pay received strong support (45.26M for vs 1.12M against) .
Compensation Structure Analysis
- Shift to equity: Long-term RSAs adopted since 2021 and continued annually; no options granted to NEOs in 2024; 2025 plan permits multiple award types but maintains minimum vesting and anti-repricing discipline .
- At-risk pay: Annual cash incentive is fully discretionary, tied to Board’s qualitative assessment of Company performance (total revenue, net income) and individual contribution .
- Governance safeguards: Clawback policy, anti-hedging policy, pre-clearance/trading windows, no tax gross-ups under plan .
Risk Indicators & Red Flags
- Hedging prohibited; pledging/margining requires pre-notice—no pledges by Ms. Goff disclosed (mitigates alignment risk) .
- No severance/CIC protection for Ms. Goff—reduces parachute risk but may elevate retention risk in competitive markets .
- Strong Say-on-Pay support—low governance dissent risk .
- Related-party oversight: Governance Committee pre-approves related person transactions; no such items disclosed for Ms. Goff .
Investment Implications
- Vesting cadence creates predictable supply: RSAs vest annually around Feb 20–22 each year; 2025, 2026, 2027 tranches are scheduled—monitor Form 4s near those dates for potential withholding/sales .
- Alignment is moderate: Beneficial ownership is <1%, but ongoing RSAs and anti-hedging policy support alignment; absence of options reduces upside leverage .
- Retention risk is two-sided: No contractual severance/CIC protections may discourage exit packages, but also reduces golden-parachute optics; discretionary bonus approach provides flexibility but lacks transparent targets .
- Board independence checks: Dual role as officer+director is balanced by lead independent director and independent committee chairs; Goff is not independent, so committee influence is limited .