Nomination Process and Committee Composition

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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).
Committee Chair = Chair Committee Member = Member Independent Director = Independent Director
  Executive Governance and Nominating Compensation Audit and Finance
Cesar L. Alvarez Independent Director        
Bruce R. Berkowitz Independent Director Member of Executive Committee      
Howard S. Frank Independent Director Committee Chair for Executive Committee Committee Chair for Governance and Nominating Committee Committee Chair for Compensation Committee Member of Audit and Finance Committee
Jorge Gonzalez Member of Executive Committee      
James S. Hunt Independent Director     Member of Compensation Committee Member of Audit and Finance Committee
Stanley Martin Independent Director   Member of Governance and Nominating Committee   Committee Chair for Audit and Finance Committee
Stanley Martin

Stanley Martin has served as a Director of the Company since 2012.  Mr. Martin is currently a private investor with significant finance executive experience.  From 2004 to 2006, Mr. Martin served as the Chief Audit Executive for the Federal Home Loan Mortgage Corporation.  Previously, he served as the Chief Financial Officer of Republic New York Corporation and Republic New York Bank from 1998 until its acquisition by HSBC in 2000 and then as an Executive Vice President with HSBC through April 2003.  Mr. Martin formerly  served as a member of the Board of Trustees and Chairman of Audit Committee-John Hancock Funds, which is composed of 50 mutual funds including 10 New York stock exchange closed end funds.  Mr. Martin was previously a partner of and spent 27 years with KPMG LLP and holds an active license in the State of Florida as a Certified Public Accountant.

Thomas P. Murphy Jr. Independent Director   Member of Governance and Nominating Committee Member of Compensation Committee  
Vito S. Portera Independent Director     Member of Compensation Committee Member of Audit and Finance Committee