COMPENSATION DISCUSSION AND ANALYSIS
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 Agreements
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 at-will basis.
Employment Agreement with Mr. Bakun
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. Bakuns 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. Bakuns severance payment is
conditioned upon his execution of a separation and release agreement.
Mr. Bakuns 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 disability.
Severance
Except as described above, we do not have any other severance or post-employment payment arrangements in place with any of our NEOs.
Retirement Plans
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