ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On July 23, 2025, The St. Joe Company (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 22, 2025, the Board of Directors of the Company (the “Board”), upon the recommendation of the Governance and Nominating Committee of the Board, appointed Elizabeth Dantin Franklin to serve as an independent director of the Company, effective immediately, for the remainder of the one-year term that will expire at the 2026 annual meeting of shareholders or until her successor is duly elected and qualified. Ms. Franklin has also been appointed to serve on the Audit, Governance and Nominating and Compensation and Human Capital Committees of the Board.
Ms. Franklin, age 57, has over 30 years of experience in financial accounting, internal audit, risk management, and corporate governance. Prior to her retirement in 2023, she held the position of Chief Audit Officer at Fidelity National Financial, Inc. (“FNF”), a leading provider of title insurance, escrow and other title-related services and transaction services to the real estate and mortgage industries. During her 16-year tenure, Ms. Franklin provided strategic oversight on internal controls, compliance, and enterprise risk, and was instrumental in developing FNF’s governance and compliance programs. She began her career at PwC, where she was a partner working with global clients across multiple industries. Ms. Franklin currently serves on the Board of the North Florida Council of the Boy Scouts of America. She earned degrees in Accounting and Finance from Loyola University and held credentials as a Certified Public Accountant (CPA) and Certified Internal Auditor (CIA) during her career.
There are no arrangements or understandings between Ms. Franklin and the Company or any other person pursuant to which she was appointed to the Board. There are no related party transactions between the Company and Ms. Franklin that would require disclosure under Item 404(a) of Regulation S-K.
As compensation for her Board service, Ms. Franklin will receive the compensation applicable to all the Company’s non-employee directors as described in the Company’s 2025 proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025. In addition, Ms. Franklin will enter into an indemnification agreement in the form approved for all non-employee directors and filed with the SEC.
