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 Committee Chair for Audit and Finance Committee
James Hunt

James S. Hunt has served as a Director of the Company since May, 2017. Mr. Hunt is a retired executive who focuses on his work as a corporate director, serving public, private and large scale operating not for profit enterprises.  Mr. Hunt served as Executive Vice President and Chief Financial Officer of Walt Disney Parks and Resorts Worldwide from 2008 until his retirement in 2012.  During that period he was a member of the Boards of Directors of Disney’s Hong Kong International Theme Park Company Limited, Shanghai International Theme Park Company Limited, and Shanghai International Associated Facilities Company, Limited, as well as Disney’s Alameda Insurance and Buena Vista Insurance companies.  Prior to that, between 1992 and 2003 he held senior finance positions with Walt Disney World Resort, including Vice President – Finance and Controllership, Senior Vice President – Operations Finance and Executive Vice President and Chief Financial Officer.  Before that time, Mr. Hunt was a partner with Ernst & Young.

Mr. Hunt holds an active license in the State of Florida as a Certified Public Accountant.  He is currently a member of the Board of Trustees of Penn Mutual Life, a mutual life insurance company, where he serves on the Investment and Executive Committees and as Chair of the Audit Committee.  Mr. Hunt is also a member of the Executive Committee and the board of the Nemours Foundation, which oversees the Nemours pediatric health system.  With Nemours, he is the chair of the audit and finance committee.  Since 2013, Mr. Hunt has served on the Board of Directors of Brown & Brown, Inc. (NYSE), and chairs its Audit Committee and serves as a member of the Compensation and Acquisition Committees.

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