Nomination Process and Committee Composition

The St. Joe Company Criteria for Nomination to The Board of Directors

The Board of Directors of The St. Joe Company is elected annually by the shareholders. The Board's principal role is to represent the shareholders in overseeing management and its performance in creating increased shareholder value over time. The Governance and Nominating Committee (the “Committee”) considers and proposes to the Board candidates for Board membership. Candidates are selected based on the criteria set forth below.

The Committee would consider qualified candidates for director suggested by our shareholders. Shareholders can suggest qualified candidates for director by writing to our Corporate Secretary at 133 South WaterSound Parkway, WaterSound, FL 32413. Submissions that meet the criteria outlined below will be forwarded to the Chairman of the Committee for further review and consideration.

The Committee seeks a diverse group of candidates who combine a broad spectrum of background, experience, skills and expertise (including with respect to age, gender, ethnic background and national origin) to make a significant contribution to the Board, the Company and its shareholders. Any search firm retained to assist the Committee in seeking candidates for the Board will be instructed to seek to include diverse candidates in terms of race and gender.

The Committee considers, at a minimum, the following criteria in recommending Board candidates for membership on the Company’s Board of Directors:

1. Proven strength of character, mature judgment, objectivity, intelligence and highest personal and business ethics, integrity and values;
2. Reputation, both personal and professional, consistent with the Company’s image and reputation;
3. Sufficient time and commitment to devote to Company affairs;
4. Significant business and professional expertise with high-level managerial experience in complex organizations, including accounting and finance, real estate, government, banking, educational or other comparable institutions;
5. Proven track record of excellence in their field of expertise;
6. Independent, as defined by the Securities and Exchange Commission and the New York Stock Exchange, including a commitment to represent the long-term interests of all of the Company's shareholders;
7. Financial knowledge and experience, including qualification as expert or financially literate as defined by the Securities and Exchange Commission and the New York Stock Exchange;
8. Ability and willingness to serve on the Board for an extended period of time;
9. Not subject to any disqualifying factor as described in the Company’s Code of Conduct (e.g., relationships with competitors, suppliers, contractors, counselors or consultants).