Mr. Alvarez has served since 2012 and brings extensive legal, governance, and multi-industry board experience; JOE's 3-year price return of 64.7% outpaces XLRE by +42.4 percentage points, well below the 65-percentage-point threshold required to trigger an against vote for a strong-positive-TSR company, so no TSR concern applies.

Mr. Frank has served since 2011 as Lead Independent Director and Audit Committee Chair and brings deep financial and operating experience; the TSR trigger does not apply given JOE's strong 3-year outperformance relative to the XLRE benchmark (gap of +42.4pp vs. the 65pp threshold), and he has no overboarding or attendance concerns.

Ms. Franklin was appointed in July 2025 and has been on the board less than 24 months, making her exempt from the TSR trigger under the new-director exemption; she brings strong CPA and internal audit credentials that are highly relevant to her Audit Committee role.

Ms. Goff is a current employee (SVP and Chief Administrative Officer) who does not sit on any board committees and does not receive separate director compensation; while she is a non-independent insider director, she is not serving on the audit or compensation committee, so no independence-related policy trigger fires, and her deep operational knowledge of the company provides legitimate board value.

Mr. Gonzalez serves as CEO, President, and Chairman and has been a director since 2015; as an executive director he is subject to the same TSR trigger as all other directors, but JOE's 3-year outperformance of XLRE by +42.4pp falls well short of the 65pp threshold required to trigger an against vote, so no TSR concern applies.

Mr. Murphy has served since 2011 and brings highly relevant Florida construction and real estate expertise; the TSR trigger does not apply given JOE's strong 3-year outperformance relative to XLRE, and he has no overboarding or attendance concerns.