The St. Joe Company Announces New Board of Directors
St. Joe CEO to Resign, Company to Begin Search for New CEO
Fourth Quarter and Full Year 2010 Results Conference Call Cancelled
WaterSound, FL - February 28, 2011 - The St. Joe Company (NYSE: JOE) today announced that it has reached an understanding with its largest shareholder, The Fairholme Fund (FAIRX), a series of Fairholme Funds, Inc., on certain corporate governance matters.
Britt Greene has resigned from the Company's Board of Directors, effective immediately, and he will step down from the positions of President and CEO later this week. St. Joe will commence a search process and expects to engage an executive search firm to identify potential candidates to serve as CEO on a permanent basis.
Hugh Durden, Chairman of the St. Joe Board of Directors, said, "Britt has been instrumental in the growth and development of St. Joe over the past thirteen years. We are grateful for his many valuable contributions to the Company and wish him the best in his future endeavors."
Recognizing the desire of St. Joe shareholders for the Company to pursue a different course, Michael L. Ainslie, John S. Lord and Walter L. Revell have also agreed to resign from the St. Joe Board of Directors later this week.
St. Joe will add four new directors previously proposed by Fairholme. The St. Joe Board of Directors will consist of Bruce R. Berkowitz, Governor Charles J. Crist, Charles M. Fernandez, Howard S. Frank, Hugh M. Durden, Thomas A. Fanning, and Delores M. Kesler. St. Joe also expects to engage an executive search firm to assist in identifying at least one additional independent director.
Mr. Durden added, "St. Joe is committed to acting in the best interests of shareholders, and in light of the feedback the Board of Directors has received, we are taking steps to change the Company's governance and leadership. We look forward to working with the new members of the Board to build shareholder value and advance St. Joe's leadership position in the Northwest Florida real estate market."
In connection with the governance and leadership changes announced today, Fairholme has indicated that it will not be soliciting written consents or proxies to effect further changes to the St. Joe Board.
The Company also announced today that it will not hold its previously scheduled conference call regarding its fourth quarter and full year 2010 earnings on Tuesday, March 1, 2011.
BIOGRAPHIES
Bruce R. Berkowitz is the Founder, Managing Member and Chief Investment Officer of Fairholme Capital Management, L.L.C., and President and a Director of Fairholme Funds, Inc. Mr. Berkowitz has served as a Director of Fairholme Funds, Inc. since 1999. He has also served as a Director of White Mountains Insurance Group, Ltd., AmeriCredit Corporation and TAL.
Governor Charles J. Crist is the 44th Governor of the State of Florida and served as Governor from 2007 to 2011. Governor Crist previously served as Attorney General of Florida from 2003 to 2007 and Education Commissioner of Florida from 2001 to 2003. Governor Crist also served as a Senator in the Florida Senate. Governor Crist, a member of the Florida Counsel of 100, is currently an attorney with the law firm of Morgan & Morgan and a Distinguished Professorial Lecturer at Stetson University College of Law.
Charles M. Fernandez is the President of Fairholme Capital Management, L.L.C. and Vice President and a Director of Fairholme Funds, Inc. Mr. Fernandez is also a member of the Board of Directors of Miami Children's Hospital Foundation. Mr. Fernandez was a Director of Lakeview Health Systems, LLC, a privately held healthcare company specializing in rehabilitation until October 2009 and served as President until 2007. Mr. Fernandez was also the Chief Executive Officer of Big City Radio, Inc. and held various positions with IVAX Corporation until 2003, serving most recently as a Director and Chairman of the Audit Committee of the Board of Directors.
Howard S. Frank is the Chief Operating Officer and Vice Chairman of the Board of Directors of Carnival Corporation & plc, the largest cruise vacation group in the world, and is responsible for directing corporate-wide business development strategies. Mr. Frank joined Carnival Corporation as Senior Vice President - Finance and Chief Financial Officer in July 1989 and has served as the company's Vice Chairman and Chief Operating Officer since January 1998. 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 Fairholme Funds, Inc.
Hugh M. Durden has served as Chairman of the Board of the Company since August 2008, and he served as Lead Director from 2003 to 2008. He has also served as Chairman of The Alfred I. duPont Testamentary Trust since January 2005. From 1972 until 2000, he was an executive with Wachovia Corporation, serving as President of Wachovia Corporate Services from 1994 to 2000. He is a director of The Nemours Foundation, Chairman of the EARTH University Investment Committee and a director of Web.com Group, Inc., a website design and internet services company.
Thomas A. Fanning is the Chairman of the Board, President and Chief Executive Officer of Southern Company. Mr. Fanning has worked for Southern Company for 29 years and was most recently Chief Operating Officer until August 2010, previously serving as its Executive Vice President and Chief Financial Officer from 2003 through 2007. Mr. Fanning also serves as a trustee of the Southern Center for International Studies and as a member of The Georgia Institute of Technology Alexander Tharpe Athletic Board and Management College Board. Mr. Fanning has current executive experience in a large, complex organization operating in a highly regulated industry. Especially important are the extensive skills he has acquired in the areas of financial reporting and risk assessment and oversight.
Delores M. Kesler has served as Chairman of ATS Services, Inc., a human resource solutions company, and Chairman and Chief Executive Officer of Adium, LLC, a capital investment company, since 1997. Ms. Kesler is also a founder of Accustaff, Inc. (now MPS Group, Inc.), a strategic staffing, consulting and outsourcing company, and served as its Chairman and Chief Executive Officer from 1978 until her retirement in 1997. Ms. Kesler currently serves as the Chairman of the Board of PSS World Medical, Inc., a distributor of medical products.
Replies
29SoWal Expert
Charlie Crist?
Beach Fanatic
Wow! This is interesting.
Beach Fanatic
Could someone explain the pluses and minuses of this. I'm not sure I'm grasping what the ultimate goal is. I'm confusedSWGB
Charlie Crist?
Familiar face, usually a good sign that their going to do one of two things; divy up the company to various bidders or getting ready for a takeover. Now who would have the resources to takeover such a large company and is in the same industry? If only there were a way to tell...
Meow
I wish they would come clean my house!
SWGB
I wish they would come clean my house!
That's Noble House silly.
I'm wondering if anyone will find my clue in my post?
Meow
That's Noble House silly.
I'm wondering if anyone will find my clue in my post?
I see it. hmmmmmmmm.
SWGB
I see it. hmmmmmmmm.
Just a guess based on some basic googling.
Beach Fanatic
certainly all that land can be used for something...at least growing switch grass for Bushie fuel, or maybe if there was a weed used legally for medicinal purposes. Imagine the Value Jump Joey !!!
Beach Fanatic
MIAMI ? St. Joe, the largest landowner in Florida, said Monday its CEO and three board members have resigned amid pressure from the company's largest shareholder.
Britt Greene, who has been with St. Joe for 13 years, will step down from his president and CEO roles later this week, the company said. Michael Ainslie, John Lord and Walter Revell will resign from the board.
To replace them, St. Joe will add four new directors proposed by mutual fund Fairholme. That includes Fairholme President Bruce Berkowitz, executive Charles Fernandez, former Florida Gov. Charlie Crist and Carnival Corp. COO Howard Frank. The other three members are Hugh Durden, Thomas Fanning, and Delores Kesler.
Fairholme said it won't pursue any more changes to the board.
The remarkable turn of events comes as St. Joe, based in Jacksonville, Fla., is currently weighing its strategic options, including a possible sale, after it suffered massive losses during the real estate downturn.
Only two weeks ago, Berkowitz and Fernandez stepped down from the board after being elected to it in December. They cited disagreements with the nominating and governance process as they resigned, according to an SEC filing.
Two days later, St. Joe said it opposed Fairholme's efforts to replace the entire board, and called for Fairholme to make a buyout offer to shareholders if it wanted to take control of the company. The company also invited the mutual fund to submit any alternative business plan for consideration. It also adopted a poison pill to thwart any unwanted efforts to take control of the company.
Durden has served as chairman of the board since August 2008 and is a former executive of Wachovia Corp. Fanning is the top executive at Southern Co. Kesler has served as chairman of ATS Services Inc., a human resources company, and chairman and CEO of investment company Adium LLC since 1997.
Fairholme is not the only investor to be critical of St. Joe.
Hedge fund manager David Einhorn announced last year that he was shorting the company ? essentially betting that the company would not be able to right itself ? and criticized St. Joe's efforts to bring Southwest Airlines to a nearby airport by promising to cover the airline against any losses for a specified period.
The developer's stock has tumbled in the last year as it navigates out of the real estate slump and deals with land polluted by the Gulf of Mexico oil spill last summer. The company has sued Halliburton Co. and others involved in the spill over the decline in the value of 577,000 acres in Northwest Florida and in its development.
Its shares fell 48 cents, or 1.7 percent, to $27.19 in morning trading after rising as high as $28.66 earlier in the session.
Britt Greene, who has been with St. Joe for 13 years, will step down from his president and CEO roles later this week, the company said. Michael Ainslie, John Lord and Walter Revell will resign from the board.
To replace them, St. Joe will add four new directors proposed by mutual fund Fairholme. That includes Fairholme President Bruce Berkowitz, executive Charles Fernandez, former Florida Gov. Charlie Crist and Carnival Corp. COO Howard Frank. The other three members are Hugh Durden, Thomas Fanning, and Delores Kesler.
Fairholme said it won't pursue any more changes to the board.
The remarkable turn of events comes as St. Joe, based in Jacksonville, Fla., is currently weighing its strategic options, including a possible sale, after it suffered massive losses during the real estate downturn.
Only two weeks ago, Berkowitz and Fernandez stepped down from the board after being elected to it in December. They cited disagreements with the nominating and governance process as they resigned, according to an SEC filing.
Two days later, St. Joe said it opposed Fairholme's efforts to replace the entire board, and called for Fairholme to make a buyout offer to shareholders if it wanted to take control of the company. The company also invited the mutual fund to submit any alternative business plan for consideration. It also adopted a poison pill to thwart any unwanted efforts to take control of the company.
Durden has served as chairman of the board since August 2008 and is a former executive of Wachovia Corp. Fanning is the top executive at Southern Co. Kesler has served as chairman of ATS Services Inc., a human resources company, and chairman and CEO of investment company Adium LLC since 1997.
Fairholme is not the only investor to be critical of St. Joe.
Hedge fund manager David Einhorn announced last year that he was shorting the company ? essentially betting that the company would not be able to right itself ? and criticized St. Joe's efforts to bring Southwest Airlines to a nearby airport by promising to cover the airline against any losses for a specified period.
The developer's stock has tumbled in the last year as it navigates out of the real estate slump and deals with land polluted by the Gulf of Mexico oil spill last summer. The company has sued Halliburton Co. and others involved in the spill over the decline in the value of 577,000 acres in Northwest Florida and in its development.
Its shares fell 48 cents, or 1.7 percent, to $27.19 in morning trading after rising as high as $28.66 earlier in the session.
Beach Fanatic
If that is thep otential buyer, at least it seems like there's some consistency in their development philosophy in terms of standards of high quality. They've just taken it slower than JOE. And if they wanted to move a couple other divisions of the company down here, those are the kinds of jobs an area would kill to get.
SoWal Expert
I like that rumor! They do a great job with events.
SoWal Insider
The reason why this happened:
St. Joe to Replace Four Directors With Berkowitz Nominees - NYTimes.com
The letter Berkowitz sent was interesting, especially these points -
- St. Joe management plans must reflect business reality
- St. Joe management must stop selling cheap to fund wasteful spending
St. Joe to Replace Four Directors With Berkowitz Nominees - NYTimes.com
The letter Berkowitz sent was interesting, especially these points -
- St. Joe management plans must reflect business reality
- St. Joe management must stop selling cheap to fund wasteful spending
SWGB
The reason why this happened:
St. Joe to Replace Four Directors With Berkowitz Nominees - NYTimes.com
The letter Berkowitz sent was interesting, especially these points -
- St. Joe management plans must reflect business reality
- St. Joe management must stop selling cheap to fund wasteful spending
Kinda backs up the rumors huh?
Beach Lover
The carnival cruise line player is interesting too. Panama City has a nice big port and a shinny new airport.
Beach Fanatic
What kind of fuel/time savings do you get by basing out of Panama City compared to Tampa, Mobile or New Orleans?
Beach Lover
As I understand it, port fees and head taxes can be a significant cost. Carnival includes these in their advertised prices. Some cruise lines do not. Read the fine print, as the saying goes. Ports do compete for business and prices vary.
I imagine actual travel time from the airport to dock might be a consideration too.
Also, there are several times in recent history when those ports (all of them) have been severely impacted for extended periods of time by storms. With regards to business continuity, it's always good to have options.
I imagine actual travel time from the airport to dock might be a consideration too.
Also, there are several times in recent history when those ports (all of them) have been severely impacted for extended periods of time by storms. With regards to business continuity, it's always good to have options.
SWGB
As I understand it, port fees and head taxes can be a significant cost. Carnival includes these in their advertised prices. Some cruise lines do not. Read the fine print, as the saying goes. Ports do compete for business and prices vary.
I imagine actual travel time from the airport to dock might be a consideration too.
Also, there are several times in recent history when those ports (all of them) have been severely impacted for extended periods of time by storms. With regards to business continuity, it's always good to have options.
I really don't see that, while PC does have a large port it's not conducive to a cruise line, even the smaller ships that sail out of Mobile and New Orleans. I think a Carnival executive is just someone jumping ship before a chapter 11 filing. He is the CFO after all.
Beach Fanatic
The reason why this happened:
St. Joe to Replace Four Directors With Berkowitz Nominees - NYTimes.com
The letter Berkowitz sent was interesting, especially these points -
- St. Joe management plans must reflect business reality
- St. Joe management must stop selling cheap to fund wasteful spending
bingo. supply on 30a is about to get more 'rational'. St. Joe was mismanaged to fund extravagant executive compensation, and this problem is going away.
Beach Fanatic
I really don't see that, while PC does have a large port it's not conducive to a cruise line, even the smaller ships that sail out of Mobile and New Orleans. I think a Carnival executive is just someone jumping ship before a chapter 11 filing. He is the CFO after all.
you're probably right, PC is probably not wildly attractive to cruise lines, but the infrastructure is in place, so it is an alternative to Jacksonville, and Mobile, so that the lines can make these cities compete on port fees.
Carnival Chapter 11? hmmm
Beach Fanatic
If you want to improve port useage in PC, one of Rick Scott's big talking points has been about improving/expanding ports in Jax, Ft. Lauderdale, and Miami, with some minor chatter about developing a large port in Citrus County north of Tampa. So you need to get the lobbyists for Bay County and other related PR types talking about ways to include PC in that list of the state's high priority ports. You want to get federal dollars that would enable Bay County to do things to better compete with Mobile and other northern Gulf Coast/I-10 corridor ports and bring more cargo in.
rationale
The reason why this happened:
St. Joe to Replace Four Directors With Berkowitz Nominees - NYTimes.com
The letter Berkowitz sent was interesting, especially these points -
- St. Joe management plans must reflect business reality
- St. Joe management must stop selling cheap to fund wasteful spending
St Joe selling cheap? I never thought that about most of their properties or HOA fees. 40k for a Rivercamps lot would not be bad if it were not for the planes overhead and skeeters & black flies at your door. I like the atmosphere though. West Bay is a bit more pristine than the Choc. I hope Berkowitz can steer this boat w/in the present economic realities w/out turning the company into something altogether too different.
AdminAuthor
SWGB
St Joe selling cheap? I never thought that about most of their properties or HOA fees. 40k for a Rivercamps lot would not be bad if it were not for the planes overhead and skeeters & black flies at your door. I like the atmosphere though. West Bay is a bit more pristine than the Choc. I hope Berkowitz can steer this boat w/in the present economic realities w/out turning the company into something altogether too different.
I think they were referring to some of the mass land selling they've done in the past 24 months to bolster their financials.
SWGB
http://www.sowal.com/bb/business-goods-services/32345-port-panama-city-news-info.html
At their main site they've removed any reference to cruise operations.
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