COMPENSATION DISCUSSION AND
Committee Actions Taken with Respect to 2020
Performance: The Compensation Committee, in
consultation with the independent directors of the Board, approved
the following discretionary cash bonus awards for 2020 performance:
$800,000 for Mr. Gonzalez, $385,000 for Mr. Bakun, $240,000 for Ms.
Walters and $100,000 for Ms. Goff.
Employment and Other
With the exception of Mr. Bakun, the Compensation Committee
has not offered employment agreements or other change in control or
severance protections to our NEOs, who serve the Company on an
Employment Agreement with
In connection with his appointment as CFO, we entered into an
employment agreement with Mr. Bakun to serve as CFO for a
period of one year, commencing on October 7, 2013. On April
1st of each successive one-year anniversary from that date,
the employment agreement will automatically renew for an additional
year, unless it is terminated at least 30 days prior to the
applicable renewal date.
Pursuant to the employment agreement, Mr. Bakun will receive
an annual base salary initially set at $350,000, which may be
increased by the Compensation Committee. In addition,
Mr. Bakun is eligible for an annual cash incentive with a
target award of up to 100% of his base salary rate.
The employment agreement provides that, upon termination of
Mr. Bakun’s employment following his resignation for “good
reason,” for a reason other than for “cause” or due to his death or
disability, Mr. Bakun. would be entitled to receive
(i) an amount equal to his annual base salary as of the
termination date, paid ratably over a 12 month period following
such date and (ii) a monthly amount equal to the employer
portion of the applicable COBRA premium for the level of coverage
that Mr. Bakun has as of the termination date, which will be
paid for a period of 18 months. The employment agreement provides
for certain noncompetition, confidentiality, non-solicitation and non-disparagement covenants.
Mr. Bakun’s severance payment is conditioned upon his
execution of a separation and release agreement.
Mr. Bakun’s employment agreement does not provide for any
additional benefits if such termination occurs in connection with a
change in control. In addition, the employment agreement does not
provide any gross-up for
excise taxes. Instead, the employment agreement provides that any
amounts that would have been payable as a severance payment will be
reduced, as necessary, to avoid the payment of any excise taxes.
Additionally, the employment agreement does not provide for any
additional benefits in the event of death or termination due to
Except as described above, we do not have any other severance or
post-employment payment arrangements in place with any of our
We previously provided retirement benefits to our NEOs through a
pension plan (the “Pension Plan”) and 401(k) retirement plan.
Effective March 2013, we froze the Pension Plan and, in August
2014, we received the requisite regulatory approvals to terminate
the Pension Plan. Currently, we provide retirement benefits to our
NEOs solely through our 401(k) retirement plan pursuant to which we
contribute the same percentage of salary as we do for our other
employees, subject to a cap.
The St. Joe Company | 2021 Proxy Statement 29