The St. Joe Company Criteria for Nomination to The Board of Directors
Directors' Criteria
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 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 directors suggested by our
shareholders. Shareholders can suggest qualified candidates for director by
writing to our Corporate Secretary at 245 Riverside Avenue, Jacksonville, FL
32202. 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. The Committee
considers, at a minimum, the following criteria in recommending Board
candidates for membership on The St. Joe Company Board of Directors:
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Proven strength of character, mature judgment, objectivity, intelligence and
highest personal and business ethics, integrity and values;
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Reputation, both personal and professional, consistent with the image and
reputation of The St. Joe Company;
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Sufficient time and commitment to devote to Company affairs;
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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;
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Proven track record of excellence in their field of expertise;
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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;
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Financial knowledge and experience; qualification as expert or financially
literate as defined by the Securities and Exchange Commission and the New York
Stock Exchange;
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Ability and willingness to serve on the Board for an extended period of time;
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Not subject to any disqualifying factor as described in the Code of Conduct
(i.e., relationships with competitors, suppliers, contractors, counselors or
consultants).
 = Chair
 = Member
 = Independent Director
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Audit and Finance
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Compensation
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Governance and Nominating
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Michael L. Ainslie
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Elected 1998 Mr. Ainslie, a private investor, was the President, Chief Executive Officer and a director of Sotheby's Holdings from 1984 to 1994. From 1980 to 1984, Mr. Ainslie was President and Chief Executive Officer of the National Trust for Historic Preservation. He is a Trustee of Vanderbilt University, serves as Chairman Emeritus of the Posse Foundation and also serves on the Board of Lehman Brothers, Inc. and its subsidiary, Lehman Brothers Bank.
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Hugh M. Durden
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Chairman of the Board
Elected 2000 Mr. Durden has served as Chairman of The Alfred I. duPont Testamentary Trust since January 2005. From 1997 through 2004, Mr. Durden served as the representative of the corporate trustee of the Trust. From 1972 until 2000, he was an executive with Wachovia Corporation, serving as president of Wachovia Corporate Services from 1994 to 2000. He is a director of The Nemours Foundation, a Trustee of the EARTH University Foundation, and a director of WebsitePros, Inc., a website design and internet services company.
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Thomas A. Fanning
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Elected 2005 Mr. Fanning is the Chief Operating Officer of The Southern Company, previously serving as its Executive Vice President and Chief Financial Officer from 2003 through 2007. He has held various other management positions with The Southern Company and its affiliates since 1980, including serving as Chief Executive Officer of Gulf Power Company from 2002 to 2003, and Chief Financial Officer of Georgia Power Company from 1999 to 2002. Mr. Fanning also serves as a trustee of the Southern Center for International Studies and The Georgia Institute of Technology Advisory Board.
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Wm. Britton Greene
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President and Chief Executive Officer
Elected 2008 Wm. Britton (Britt) Greene has more than two decades of experience in real estate development, finance and management. He became President and CEO on May 13, 2008.
Previously, Mr. Greene was President and Chief Operating Officer of JOE. He had previously served as president of St. Joe Towns & Resorts, formerly JOE's residential and resort development subsidiary. Earlier, Mr. Greene led JOE through entitlement, planning, permitting, design and sales for several of the company's acclaimed resort projects in Walton County including: WaterColor, WaterSound Beach, and Camp Creek Golf Club; four primary residential communities in Bay County; and WindMark Beach in Gulf County.
Before joining JOE in January 1998, Mr. Greene was president of Markborough Florida where he managed the development of the 1,980-acre master-planned Hunter's Green community in Tampa. Earlier, Mr. Greene founded a company that developed, sold and provided asset management services for more than 2,700 multi-family homes in Florida. He also served as vice president of Florida Commercial Mortgage Corporation. Mr. Greene holds a degree in business administration from the University of Florida. Active in civic and community affairs, Mr. Greene served as President of the Board of Trustees for The St. Joe Community Foundation from 2001 through February of 2005. He was a prior board member of Gulf Coast Community College Foundation and Sacred Heart – Emerald Coast Hospital. Currently he is a member of the University of North Florida Foundation, University of Florida Real Estate Board, Florida Council of 100 and he remains active in The St. Joe Community Foundation as a Board member.
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Dr. Adam W. Herbert, Jr.
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Elected 2004 Dr. Herbert served as President of Indiana University from 2003 until his retirement in July 2007, and now serves as President Emeritus and Professor. From 2001 through 2003, Dr. Herbert was Regents Professor and Executive Director of The Florida Center for Public Policy and Leadership of the University of North Florida. From 1998 through 2001, he served as Chancellor of the State University System of Florida. Dr. Herbert served as the President of the University of North Florida from 1989 through 1998. Dr. Herbert is also a director of State Farm Florida Insurance Company and is a director of the Indiana University Foundation.
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Delores M. Kesler
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Elected 2004 Ms. Kesler has served as Chairman of ATS Services, Inc., a human resource solutions company, and Chairman and Chief Executive Officer of Adium, LLC, a capital investment company, since 1997. Ms. Kesler is also a founder of Accustaff, Inc. (now MPS Group, Inc.), a strategic staffing, consulting and outsourcing company, and served as its Chairman and Chief Executive Officer from 1978 until her retirement in 1997. Ms. Kesler currently serves as the lead independent director of PSS World Medical, Inc., a distributor of medical products.
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John S. Lord
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Elected 2000 Mr. Lord has served as the Chairman of The Nemours Foundation since 2007. He retired as President of Bank of America — Central Florida in 2000. He held various positions with Bank of America and its predecessor banks for over 20 years. Mr. Lord has served as a trustee of The Alfred I. duPont Testamentary Trust and a director of The Nemours Foundation since 2000. Mr. Lord also serves as a director of ABC Fine Wine and Spirits and the Edyth Bush Charitable Foundation, and he is an Overseer at the Crummer School of Business at Rollins College in Winter Park, Florida.
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Walter L. Revell
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Elected 1994 Mr. Revell has been Chairman of the Board and Chief Executive Officer of Revell Investments International, Inc. since 1984. He was also Chairman of the Board and Chief Executive Officer of H. J. Ross Associates, Inc., consulting engineers and planners, from 1991 through 2002. He was President, Chief Executive Officer and a director of Post, Buckley, Schuh & Jernigan, Inc., consulting engineers and planners, from 1975 through 1983. He served as Secretary of Transportation for the State of Florida from 1972 to 1975. He is also a director of Calpine Corporation, a major electric power producer; International Finance Bank; Edd Helms Group, a diversified services company in electrical, air-conditioning and data communications, and NCL Corporation Ltd., the parent company of Norwegian Cruise Line and other brands.
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