ST JOE Co
For the period ended May 14, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2024 · Filed Apr 4, 2024
Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” on page 23 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSAs.
| · · · · · · · · · · Value of initial fixed $100 investment based on: · · · · | ||||||||||||||||||||||||
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| Year | | | Summary compensation table for PEO(1)($) | | | Compensation actually paid to PEO(2) ($) | | | Average summary compensation table total for non-PEO named executive officers(3) ($) | | | Average compensation actually paid to non-PEO named executive officers(4) ($) | | | Total Shareholder return(5) ($) | | | Peer group total shareholder return(6) ($) | | | Net income(7) (millions) ($) | | | Total revenue(8)(thousands) ($) |
| 2023 | | | 1,782,101 | | | 2,143,928 | | | 873,529 | | | 994,336 | | | 311.92 | | | 129.09 | | | 77.7 | | | 389,285 |
| 2022 | | | 1,759,228 | | | 1,642,718 | | | 744,781 | | | 716,940 | | | 198.53 | | | 113.35 | | | 70.9 | | | 252,321 |
| 2021 | | | 1,383,478 | | | 1,383,478 | | | 627,353 | | | 627,353 | | | 264.93 | | | 137.26 | | | 74.5 | | | 266,996 |
| 2020 | | | 1,238,395 | | | 1,238,395 | | | 563,871 | | | 563,871 | | | 214.58 | | | 109.57 | | | 45.2 | | | 160,555 |
| 1 | The dollar amounts reported are the amounts of total compensation reported for Mr. Gonzalez our Principal Executive Officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” |
| 2 | The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Gonzalez, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gonzalez during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the table below sets forth the adjustments that were made to Mr. Gonzalez’s total compensation. The Company does not provide defined benefit pension benefits. |
| PEO Adjustments | | | 2023($) | | | 2022($) | | | 2021($) | | | 2020($) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported Summary Compensation Table Total for PEO | | | 1,782,101 | | | 1,759,228 | | | 1,383,478 | | | 1,238,395 |
| Deduct Reported Value of Equity Awards(a) | | | (510,336) | | | (486,082) | | | — | | | — |
| Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End(b) | | | 693,274 | | | 369,572 | | | — | | | — |
| Add Change in Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End(b) | | | 168,537 | | | — | | | — | | | — |
| Add Change in Fair Value of Awards Granted in Prior Year that Vested during Year | | | 10,352 | | | — | | | — | | | — |
| Total Compensation Actually Paid to PEO | | | 2,143,928 | | | 1,642,718 | | | 1,383,478 | | | 1,238,395 |
| (a) | Represents the deduction of the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for 2023 and 2022. The Company did not award equity awards in 2021 or 2020. |
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| (b) | The equity award adjustments for 2023 and 2022 include the addition of the year-end fair value of the equity awards granted in 2023 and 2022, respectively that were or are outstanding and unvested as of the end of each respective year. |
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The St. Joe Company | 2024 Proxy Statement 33
| 3 | The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Gonzalez, who has served as our PEO since 2015) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Gonzalez) included for purposes of calculating the average amounts for 2020 through 2023 are: Marek Bakun, Elizabeth J. Walters, and Rhea Goff. |
| 4 | The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Gonzalez), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Gonzalez) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the table below sets forth the adjustments that were made to the average total compensation for the NEOs as a group (excluding Mr. Gonzalez) to determine compensation actually paid, using the same methodology as described above in footnote 2. The Company does not provide defined benefit pension benefits. |
| Non-PEO NEOs Adjustments | | | 2023($) | | | 2022($) | | | 2021($) | | | 2020($) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Reported Summary Compensation Table Total for Non-PEO NEOs | | | 873,529 | | | 744,781 | | | 627,353 | | | 563,871 |
| Deduct Average Reported Value of Equity Awards(a) | | | (179,902) | | | (161,016) | | | — | | | — |
| Add Average Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End(b) | | | 244,391 | | | 133,175 | | | — | | | — |
| Add Change in Average Fair Value of Awards Granted in Prior Year and Outstanding and Unvested at Year-End(b) | | | 49,462 | | | — | | | — | | | — |
| Add Change in Average Fair Value of Awards Granted in Prior Year that Vested during Year | | | 6,856 | | | — | | | — | | | — |
| Total Compensation Actually Paid to Non-PEO NEOs | | | 994,336 | | | 716,940 | | | 627,353 | | | 563,871 |
| 5 | Cumulative TSR is calculated in accordance with Items 402(v) and 201(e) of Regulation S-K, by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group represents the published industry index S&P SmallCap 600, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. |
| 7 | The dollar amounts reported represent the amount of net income attributable to the Company reflected in the Company’s audited financial statements for the applicable year. |
| 8 | The dollar amounts reported represent the amount of total revenue reflected in the Company’s audited financial statements for the applicable year. As described in more detail in the “Compensation Discussion and Analysis,” the Company maintains a discretionary cash incentive program for NEOs that does not utilize a specific formula of financial performance metrics. In determining whether a discretionary cash incentive is paid, the CHC Committee takes into consideration the Company’s net income attributable to the Company and total revenue in assessing overall Company performance. Accordingly, the Company has determined that total revenue represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. |
Tabular List of Financial Performance Measures
The most important financial performance measure used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance is:
| • | Total revenue. |
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Analysis of the Information Presented in the Pay versus Performance Table
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
The St. Joe Company | 2024 Proxy Statement 34
Compensation Actually Paid and Cumulative TSR
The following chart provides a graphical representation of the Compensation Actually Paid to our PEO and other NEOs versus the Company’s four-year cumulative TSR.
Compensation Actually Paid and Net Income
The following chart provides a graphical representation of the Compensation Actually Paid to our PEO and other NEOs versus the net income attributable to the Company.
The St. Joe Company | 2024 Proxy Statement 35
Compensation Actually Paid and Company-Selected Measure
The following chart provides a graphical representation of the Compensation Actually Paid to our PEO and other NEOs versus the company-selected measure, total revenue.
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
The following chart provides a graphical representation of the Company’s four-year cumulative TSR versus our industry peer group, S&P SmallCap 600.
The St. Joe Company | 2024 Proxy Statement 36
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.