ST JOE Co Stock Compensation Disclosure
15. Stock Based Compensation
On May 13, 2025, at the Company’s annual meeting of stockholders, the Company’s stockholders approved The St. Joe Company 2025 Performance and Equity Incentive Plan (the “2025 Incentive Plan”), as described in the Company’s Definitive Proxy Statement, filed with the SEC on April 1, 2025, to replace the 2015 Plan, effective July 1, 2025. As of July 1, 2025, the 2025 Incentive Plan authorized an aggregate issuance of up to (i) the number of shares of the Company’s common stock that remained available for issuance under the 2015 Plan immediately before such plan’s expiration, plus (ii) the number of shares of the Company’s common stock subject to awards under the 2015 Plan that either expired, were cancelled, or otherwise terminated after July 1, 2025, subject to adjustment, in the form of awards of stock options, restricted stock, restricted stock units, stock bonuses, stock appreciation rights, performance awards and other share-based awards. The Company’s officers, employees, directors and certain consultants are eligible to receive awards under the 2025 Incentive Plan.
The Company’s 2025 Incentive Plan offers, and the 2015 Plan previously offered, a stock incentive plan whereby awards can be granted to certain employees and non-employee directors of the Company in various forms including restricted shares of Company common stock and options to purchase Company common stock.
Awards are discretionary and determined by the Compensation and Human Capital Committee of the Board. Stock based compensation cost is measured at the grant date based on the fair value of the award and is typically recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Forfeitures are accounted for as they occur. As of December 31, 2025, 1,352,215 shares were available for awards under the 2025 Incentive Plan.
Total stock-based compensation recorded in corporate and other operating expenses on the consolidated statements of income is as follows:
Year Ended December 31, | |||||||||
| 2025 | | 2024 | | 2023 | ||||
Stock compensation expense before tax benefit | $ | 1,232 | $ | 1,209 | $ | 820 | |||
Income tax benefit (a) |
| (215) |
| (215) |
| (206) | |||
$ | 1,017 | $ | 994 | $ | 614 | ||||
| (a) | A portion of the income tax benefit includes permanent tax differences. |
As of December 31, 2025 and 2024, there were 60,217 and 65,688, respectively, unvested restricted stock units outstanding. As of December 31, 2025 and 2024, unrecognized compensation cost, related to non-vested restricted stock awards were $1.7 million and $2.0 million, respectively. As of December 31, 2025, unrecognized compensation costs will be recognized over a weighted average period of 2.5 years.
During 2025, the Company granted 19,408 shares of restricted stock awards to some of the Company’s employees pursuant to the 2015 Plan, of which none vested in 2025. The weighted average grant date fair value of restricted stock units in 2025 was $46.24 per share.
During 2024, the Company granted 32,162 shares of restricted stock awards to some of the Company’s employees pursuant to the 2015 Plan, of which 8,051 vested in 2025. The weighted average grant date fair value of restricted stock units in 2024 was $54.16 per share. The total fair value of restricted stock units that vested during 2025 was $0.4 million. During 2024, 2,592 of the unvested restricted shares were forfeited with a fair value of $0.1 million.
During 2023, the Company granted 36,499 shares of restricted stock awards to some of the Company’s employees pursuant to the 2015 Plan, of which 9,164 and 9,169 vested in 2025 and 2024, respectively. The weighted average grant date fair value of restricted stock units in 2023 was $42.59 per share. The total fair value of restricted stock units that vested during 2025 and 2024 was $0.4 million during each period. During 2024, 3,237 of the unvested restricted shares were forfeited with a fair value of $0.1 million.
During 2022, the Company granted 29,955 shares of restricted stock awards to some of the Company’s employees pursuant to the 2015 Plan, of which 7,664 and 8,532 and 8,531 vested in 2025, 2024 and 2023, respectively. The weighted average grant date fair value of restricted stock units in 2022 was $48.04 per share. The total fair value of restricted stock units that vested during 2025, 2024 and 2023 was $0.4 million during each period. During 2024, 867 of the unvested restricted shares were forfeited with a fair value of less than $0.1 million.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.