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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).
Committee Chair = Chair Committee Member = Member Independent Director = Independent Director
  Executive Governance and Nominating Compensation Audit and Finance
Cesar L. Alvarez Independent Director        
Cesar Alvarez

Cesar L. Alvarez has served as a Director of the Company since 2012.  Mr. Alvarez has served since February 2012 as Co-Chairman of the international law firm of Greenberg Traurig, LLP  and previously served as its Chief Executive Officer from 1997 until his election as Executive Chairman in January 2010 and as its Executive Chairman from January 2010 until his election as Co-Chairman.  Mr. Alvarez has served on the board of directors of each of Watsco, Inc. and Mednax, Inc. since 1997 and on the board of directors of Intrexon Corporaiton since 2008.  Mr. Alvarez has also served on the board of directors of Fairholme Funds, Inc. since 2008.  Additionally, in December of 2013, Mr. Alvarez joined by board of directors of Sears Holding Corporation.  Mr. Alvarez previously served as a director of Atlantis Plastics, Inc. from 1995 until 2008 and as a director of New River Pharmaceuticals, Inc. from 2004 to 2007.

Bruce R. Berkowitz Independent Director Member of Executive Committee      
Bruce Berkowitz
Chairman of the Board
Elected 2011

Bruce R. Berkowitz has served as Chairman of the Board of the Company since March 2011.  Mr. Berkowitz is the Founder, Managing Member and Chief Investment Officer of Fairholme Capital Management, L.L.C. (“Fairholme”) and President and a Director of Fairholme Funds, Inc. (the “Fund”). Mr. Berkowitz has served as a Director of the Fund since 1999. He has also served as a Director of White Mountains Insurance Group, Ltd., a financial services holding company, from 2004 - 2010, AmeriCredit Corporation, a retail financial services company, from 2008 - 2009, TAL International Group, Inc., a lessor of intermodal freight containers and chassis, from 2004 - 2009, and Winthrop Realty Trust, Inc., a real estate investment trust, from 2000 – 2008.

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
Howard Frank
Elected 2011

Howard S. Frank has served as a Director of the Company since 2011.  Mr. Frank is currently a consultant to the CEO of Carnival Corporation & plc (“Carnival”).  From January 1998 until January 2014, Mr. Frank served as the Chief Operating Officer and Vice Chairman of the board of directors of Carnival,  the largest cruise vacation group in the world. Mr. Frank is a past Chairman and current Vice Chairman of the Board of Trustees for the New World Symphony and currently serves as Independent Director on the board of directors of the Fund.

Jorge Gonzalez Member of Executive Committee      
Jorge Gonzalez

Jorge Gonzalez, President and Chief Executive Officer of The St. Joe Company, has been with the company since 2002 and has over 26 years of continuous experience in various planning and real estate related roles.

Mr. Gonzalez holds undergraduate and graduate degrees from The Florida State University. He is a member of the Urban Land Institute and serves on various community boards and organizations including the FSU Panama City Campus Development Board, the Bay County Economic Development Alliance, the Northwest Florida Manufacturer’s Council, Gulf Coast Regional Medical Center, and Enterprise Florida.

James S. Hunt Independent Director     Member of Compensation Committee Member of 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   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  
Thomas Murphy
Elected 2011

Thomas P. Murphy, Jr. has served as a Director of the Company since 2012.  Mr. Murphy is Chairman and Chief Executive Officer of Coastal Construction Group, a construction company, which he founded in 1989.  Mr. Murphy has 45 years of construction and development experience, which encompasses hospitality, resort, single and multi-family residential, commercial, educational and industrial projects.  Mr. Murphy is an honorary board member of Baptist Health Systems of South Florida and is a member of the Construction Industry Round Table, the National Association of Home Builders and the Florida Home Builders Association.  Mr. Murphy also co-founded Seaboard Construction, which he grew to become one of the largest general contractors in Florida, selling the company in 1988 to Turner Construction, the largest general contractor in the U.S. at the time.  Mr. Murphy has served as a director of Interval Leisure Group, Inc. since August 2008.

Vito S. Portera Independent Director     Member of Compensation Committee Member of Audit and Finance Committee

Vito S. Portera has served as a Director since 2014.  Mr. Portera is a private investor who previously served as a Vice Chairman and director of Republic New York Corporation, a Vice Chairman and director of Republic National Bank of New York and officer of various subsidiaries from 1969  until its acquisition by HSBC Bank in 2000 and then as an Executive Vice President until April 2000.