PBF Energy Inc.
For the period ended Apr 29, 2025. Filed Mar 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2025 · Filed Mar 18, 2025
Contents
PROXY STATEMENT SUMMARYv
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. We encourage you to review the entire proxy statement. This proxy statement and our Annual Report for the year ended December 31, 2024 are first being mailed to the Company’s stockholders and made available on the internet at www.pbfenergy.com on or about March 17, 2025. Website addresses included throughout this proxy statement are for reference only. The information contained on our website is not incorporated by reference into this proxy statement.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING AND BOARD RECOMMENDATION
- Election of Directors (p.9)
| Name · Years of Service · Independent · Board Recommendation | ||||
|---|---|---|---|---|
| Thomas J. Nimbley | 10 | No | For | |
| Spencer Abraham | 12 | Yes | For | |
| Paul J. Donahue, Jr. | 3 | Yes | For | |
| S. Eugene Edwards | 11 | Yes | For | |
| Georganne Hodges | 2 | Yes | For | |
| Kimberly S. Lubel | 7 | Yes | For | |
| Matthew C. Lucey | 1 | No | For | |
| George E. Ogden | 7 | Yes | For | |
| Damian W. Wilmot | 2 | Yes | For | |
| Lawrence M. Ziemba | 2 | Yes | For | |
| 2. | Ratification of KPMG LLP as Independent Auditors (p. 64) | For | ||
| 3. | Advisory Vote on 2024 Named Executive Officer Compensation (p. 68) | For | ||
| 4. | Advisory vote on the Frequency of the Advisory Vote on Executive Compensation (p. 69) | ONE YEAR | ||
| 5. | Approval of the 2025 Equity Incentive Plan (p. 70) | For | ||
| 2025 Proxy Statement | v |
Proxy Statement Summary
COMPANY PERFORMANCE
We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and can ship products to other international destinations. We own and operate six domestic oil refineries and related assets.
2024 Financial and Operational Performance
2024 was a challenging year for the Company because of significant changes in the macroeconomic environment for the refining industry relative to 2023 and 2022. Lower refining cracks, less supportive crude differentials and continued regulatory challenges were major negative factors impacting the Company’s 2024 performance. The market and regulatory challenges were exacerbated by our refining operational performance, which did not meet expectations due to unscheduled maintenance and repairs and the execution of scheduled maintenance (referred to as “turnarounds”), which in turn contributed to significant increases in our operating expenses relative to our refining peers.
Executive Officer Performance in 2024
Despite our challenging financial and operational performance, the Company, led by its executive officers, achieved numerous accomplishments during 2024, including:
| ✔ | As a part of our operational excellence initiatives and to align with our strategic priorities: |
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| ➢ | Hired Michael A. Bukowski as our new Senior Vice President, Head of Refining in March 2024; and |
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| ➢ | Designed and began implementing a Refining Business Improvement Initiative that is expected to achieve sustainable cost savings across the refining system by focusing on rigorously reducing structural costs, optimizing our assets and implementing processes for continuous improvement. The Refining Business Improvement Initiative has a goal of achieving at least $200 million of cash savings by the end of 2025; |
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| ✔ | In October 2022, we reinstated a regular quarterly dividend for our stockholders of $0.20 per share of Class A Common Stock. In October 2023, we increased the quarterly dividend to $0.25 per share of Class A Common Stock and we further increased the quarterly dividend to $0.275 per share of Class A Common Stock in October 2024; |
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| ✔ | Returned $449.9 million to stockholders through dividends and the repurchase of 7,554,269 shares of Class A Common Stock for approximately $329.1 million, inclusive of commissions. Since the share repurchase program was authorized by the Board of Directors in 2022, we have repurchased over 24 million shares of Class A Common Stock at an aggregate price, including commissions, of approximately $1,018.0 million; and |
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| ✔ | Initiated a strategic review of the Company’s logistics and real estate assets to identify potential monetization and/or business diversification opportunities. |
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| vi | 2025 Proxy Statement |
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Proxy Statement Summary
INVESTOR ENGAGEMENT THROUGH BOARD-LED PROGRAM
Since 2019, we have had an investor engagement program under the direction of our Nominating and Corporate Governance Committee to help us better understand the views of our investors on key corporate governance topics. In addition to engagement with our largest investors, we have continued our engagement efforts with additional investors and stakeholders to hear their perspectives and help identify focus and priorities for the coming year. We continue to consider the constructive and candid feedback we receive from our investors and other stakeholders during these meetings to inform our priorities as we assess our progress and enhance our corporate governance practices and disclosures each year.
BOARD-LED ENGAGEMENT PROGRAM CONDUCTED YEAR ROUND
| Shareholder Engagement Topics – Feedback Shared with the Full Board and Other Board Committees | |
| • Board skills and experience and Board matrix • Board composition, diversity, size, and tenure• Board oversight of risk, including allocating oversight responsibilities to committees, where appropriate | • Board-level engagement and oversight of management • Executive compensation and compensation metrics • Environment, Social, and Governance practices and reporting |
| Governance Practices | Enhanced Transparency and Disclosures |
| • Actively pursuing Board refreshment, with 50% of the Board having served 5 years or less • Continued to implement formal and thoughtful Board and committee succession plans; since 2023, four new directors have joined the Board and all Committees have appointed a new chairperson • Continued implementation of risk management framework, including management level committees in support of Board’s risk oversight | • Ongoing disclosure of Board qualifications and experience matrix disclosures in proxy statement, including qualifications and experience identified by the Board as important in light of our Company’s strategy, risk profile, and risk appetite |
| 2025 Proxy Statement | vii |
Proxy Statement Summary
BOARD OVERVIEW
PBF’s business is managed under the direction of our Board. Our Board currently has ten (10) members, consisting of eight (8) independent directors, our Executive Chairman, Thomas J. Nimbley and our President and Chief Executive Officer, Matthew C. Lucey.
During 2024, our Board held seven (7) meetings and each member of the Board participated in at least 75% of the Board and Committee meetings held while they were in office. All of the directors then in office participated in the 2024 Annual Meeting of Stockholders.
All current Board members standing for re-election are expected to attend the 2025 Annual Meeting. The following sets forth certain demographic information regarding the current members of the Board:
2024 Board of Directors*
| * | Excludes Wayne A. Budd who retired as a director effective as of April 30, 2024. |
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| viii | 2025 Proxy Statement |
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Proxy Statement Summary
2024 SAY ON PAY VOTE RESULTS
At our 2024 Annual Meeting, our stockholders approved our named executive officer compensation with approximately 97.30% of the vote
Detailed discussion and analysis of our Executive Compensation begins on page 18. Our Executive Compensation program uses a mix of base salary, annual cash incentives and equity-based awards and standard benefits to attract and retain highly qualified executives and maintain a strong relationship between executive pay and Company performance. As such, the Compensation Committee believes in providing for continuous improvement and further refinement of the program to reflect current realities, business environment and performance as described below.
At our 2024 Annual Meeting of Stockholders, our stockholders approved our named executive officers’ 2023 compensation with approximately 97.30% of the vote. Stockholder engagement and the outcome of our annual Say-on-Pay vote will continue to inform our future compensation decisions. The Compensation Committee annually reviews our compensation programs to ensure pay for performance alignment and implement best practices.
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS
The executive compensation program for the named executive officers includes best practice features that align executive compensation with the interests of our stockholders:
| What We Do | ||
| Annual Say on Pay Vote Majority of named executive officer compensation is variable and linked to performance Long-term incentives are largely contingent on performance Objective total shareholder return (“TSR”) metric underlying the performance-based portion of the long-term incentive award aligned with stockholder interests Meaningful stock ownership guidelines for executive officers, which were met by all of the NEOs Change of control payment under employment agreements limited to 2.99 times base salary | Grant stock options only at fair market value as of the grant dateCompensation consultant independent from management One-year minimum vesting for all equity grants and one year stock holding requirement for NEOs after vesting or exercise for stock options, stock appreciation rights and full-value awards Payout of performance awards is capped at target amount if PBF’s TSR is negative Clawback policy applicable to NEOs providing that an accounting restatement will trigger the clawback of any erroneously awarded compensation, including equity awards | |
| 2025 Proxy Statement | ix |
Proxy Statement Summary
| What We Don’t Do | ||
| No guaranteed minimum cash bonus payments to any of our executive officers No repricing of stock options without shareholder approval No hedging or pledging or short selling of PBF stock No excessive perquisites | No individual supplemental executive retirement arrangements No liberal share recycling under the Amended and Restated 2017 Equity Incentive Plan or the proposed 2025 Equity Incentive PlanNo excise tax gross-ups on any payments at a change of control | |
| x | 2025 Proxy Statement |
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Proxy Statement Summary
GOVERNANCE HIGHLIGHTS
PBF Energy is committed to meeting high standards of ethical behavior, corporate governance and business conduct in everything we do, every day. This commitment has led us to implement the following practices:
| Annual Election of All DirectorsOur directors are elected annually by vote of our stockholders. 80% of Our Directors are Independent Eight of our ten current directors are, and assuming election of the ten director nominees at the Annual Meeting, eight out of ten of the directors, will be independent. Lead DirectorOur independent directors are led by an independent Lead Director and regularly meet in executive session. Majority Voting for Uncontested Director ElectionsWe have adopted majority voting for uncontested elections of directors, which requires that our directors must be elected by a majority of the votes cast with respect to such elections. | Independent Compensation ConsultantOur Compensation Committee uses an independent compensation consultant, which performs no consulting or other services for the Company. Absence of Rights Plan We do not have a shareholder rights plan, commonly referred to as a “poison pill.” Chief Executive Officer Succession Planning Succession planning, which is conducted at least annually by our Board of Directors, addresses both an unexpected loss of our CEO and longer-term succession. | Transactions in Company Securities Our insider trading policy prohibits all directors and employees from engaging in short sales and hedging or pledging transactions related to our common stock. Stock Ownership and Stock Holding RequirementsWe adopted stock ownership guidelines for our officers and directors. All of our named executive officers and all of our directors, who have served more than five years, met their stock ownership guidelines requirements. Effective 2022, there is a one-year stock holding requirement for our NEOs following the vesting or exercise of stock options, stock appreciation rights and full-value awards. No Significant Related Party TransactionsNone of the directors or officers have been involved in any significant related party transactions. |
| 2025 Proxy Statement | xi |
Proxy Statement Summary
CORPORATE RESPONSIBILITY AND STEWARDSHIP HIGHLIGHTS
ESG matters are important to us and are of increasing importance to many investors. As an independent refiner with operating assets across the United States, we value workplace safety, environmental stewardship, corporate governance, operating reliability, community engagement, and production of cleaner and next generation fuels. In 2022, we published our inaugural ESG Report. We intend to publish an updated ESG Report in 2025, which will set forth the state of our ESG performance.
In 2023, the Renewable Diesel Facility owned by SBR, our joint venture with Eni, commenced operations. The facility currently has a processing capacity of about 1.1 million tonnes/year of raw materials, with full pretreatment capabilities. It produces mainly HVO Diesel (Hydrotreated Vegetable Oil, commonly known as ‘renewable diesel’ in North America), with a production capacity of 306 million gallons per year. The biorefinery uses the Ecofining™ process developed by Eni in cooperation with Honeywell UOP. The joint venture reflects both partners’ commitment to deliver more sustainable transportation fuels using low carbon intensity feedstocks.
PBF Energy is also part of Mid-Atlantic Clean Hydrogen Hub (“MACH2”), a broad consortium exploring the development of a clean energy and logistics hub on 2,500 acres adjacent to PBF’s Delaware City refinery. MACH2 was selected by the Department of Energy to receive up to $750 million to advance the development of a clean hydrogen production and distribution hub. Clean hydrogen is an emerging, dynamic frontier in the energy transition to a low carbon future. In connection with MACH2, PBF is considering investments in renewable electricity, green hydrogen production, development of 10 million square feet of distribution warehouses and office space, and hydrogen fueling facilities for a large fleet of medium duty trucks.
We are committed to conservation of energy, continuous reduction of waste generated at our facilities, and ensuring that each of our facilities is in compliance with all applicable local, state, and federal environmental laws and standards. All of our facilities utilize state of the art pollution control equipment to reduce emissions compared to historical rates. This equipment includes wet gas scrubbers, carbon monoxide boilers, and tail gas treating units on sulfur recovery units. In addition, PBF Energy has a robust internal team of technical professionals in our Health, Safety and Environment department, including numerous chemical and environmental engineers, located at our corporate headquarters and each of our major facilities.
Our Board provides oversight of all of our environmental efforts through the Health, Safety and Environment Committee, whose charter is posted on our website. Through the use of state-of-the-art equipment, environmental professionals, and strong Board and management oversight, PBF is able to continue on its path of ongoing improvement in the area of environmental protection.
| xii | 2025 Proxy Statement |
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Proxy Statement Summary
HUMAN CAPITAL HIGHLIGHTS
PBF Energy believes that our people are our most important asset. We strive to provide our employees with a collaborative, supportive and inclusive work environment where they can maximize their personal and professional potential and where each employee is afforded the opportunity to excel based on their unique background, experience, and point of view.
To develop the full potential of our people, PBF Energy offers a range of training opportunities that address supervisory skills, help employees recognize biases and understand the value of individual differences, and support a diverse workforce. We have a partnership with LinkedIn Learning to provide all employees with access to their library of video courses to broaden employees’ knowledge and skills. We also offer a tuition reimbursement program to assist employees with the costs of attending colleges and universities. This allows our employees to gain additional education and training without the financial burden.
PBF Energy supports our labor force’s right to union representation. We work collaboratively with the union representatives at each of our sites to ensure that our employees and their families are cared for. Additionally, we maintain a close working relationship with the leaders of the building and construction trade unions that supply our contractors with many skilled craftspeople.
PBF Energy is committed to the equal treatment of all people, regardless of race, creed, color, national origin, or economic level. PBF Energy supports the goals and principles set forth in the United Nations Universal Declaration of Human Rights. Our commitment to recognizing the value of all people is reflected in our core values and key policies.
| 2025 Proxy Statement | xiii |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.