PBF Energy Inc.
For the period ended Apr 28, 2026. Filed Mar 17, 2026.
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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 28, 2026 · Filed Mar 17, 2026
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, 2025 are first being mailed to the Company’s stockholders and made available on the internet at www.pbfenergy.com on or about March 17, 2026. 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.10)
| Name · Years of Service · Independent · Board Recommendation | ||||
|---|---|---|---|---|
| Thomas J. Nimbley | 11 | No | For | |
| Spencer Abraham | 13 | Yes | For | |
| Karen B. Davis | 3(1) | No | For | |
| Paul J. Donahue, Jr. | 4 | Yes | For | |
| S. Eugene Edwards | 12 | Yes | For | |
| Georganne Hodges | 3 | Yes | For | |
| Kimberly S. Lubel | 8 | Yes | For | |
| Matthew C. Lucey | 2 | No | For | |
| George E. Ogden | 8 | Yes | For | |
| Damian W. Wilmot | 3 | Yes | For | |
| Lawrence M. Ziemba | 3 | Yes | For | |
| 2. | Ratification of KPMG LLP as Independent Auditors (p. 65) | For | ||
| 3. | Advisory Vote on 2025 Named Executive Officer Compensation (p. 69) | For | ||
| 4. | Amendment of the 2025 Equity Incentive Plan (p. 70) | For | ||
| (1) | Includes Ms. Davis’ previous service on the Board from January 1, 2020 to December 31, 2022. Ms. Davis served as our Senior Vice President, Chief Financial Officer and Chief Accounting Officer (“Former CFO”) from January 2023 through September 2025 and was reappointed to the Board as of October 1, 2025. |
| 2026 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 (6) domestic oil refineries and related assets.
2025 Financial and Operational Performance
2025 was another challenging year for the Company, although the Company’s financial performance significantly improved compared to 2024 due to positive changes in the macroeconomic environment for the refining industry in the second half of 2025. PBF had a net loss of $160.5 million for 2025 compared to a net loss of $540.2 million in 2024. The Company’s 2025 performance was impacted by global geopolitical factors, including the actual and potential imposition of tariffs by the United States and other countries along with continued regulatory challenges in certain jurisdictions in which we operate. These market and regulatory challenges were exacerbated by our refining operational performance issues that included a fire at our Martinez refinery in February 2025 that significantly curtailed that refinery’s operations throughout the year. Despite these headwinds, the management team executed a number of important strategic initiatives and transactions to position the Company for success in 2026 and beyond, including:
| ✔ | Execution of our Refining Business Improvement Initiative (“RBI”). As a part of our operational excellence initiatives and to align with our strategic priorities in 2024, we designed and began implementing RBI to achieve sustainable cost savings across our refining system by focusing on rigorously reducing structural costs, optimizing our assets and implementing processes for continuous improvement. The initial goal of RBI was to achieve at least $200 million of annualized cash savings by the end of 2025. Focused on several main areas, including projects and turnarounds, strategic procurement opportunities, the six-refinery system, and the corporate and refining organizational structures, in 2025, we generated greater than $230 million of annualized, run-rate sustainable operating, capital and turnaround and corporate expense savings; |
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| ✔ | Monetization of Non-Core Assets. As a result of the strategic review of the Company’s logistics and real estate assets to identify potential monetization and/or business diversification opportunities begun in 2024, on September 30, 2025, through a subsidiary of PBF Logistics LP (“PBFX”), we closed the sale of two non-core refined product terminal facilities located in Philadelphia, PA and Knoxville, TN, for a sale price of $175.4 million, excluding commissions and customary closing costs; and |
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| ✔ | Strengthened Our Liquidity. In light of market challenges and the impact of the Martinez fire, in March 2025, we issued $800.0 million in aggregate principal amount of senior notes to improve our liquidity and financial position. The net proceeds from the debt offering were approximately $776.0 million after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds to repay outstanding borrowings under the Revolving Credit Facility and for general corporate purposes. As of December 31, 2025, our operational liquidity was approximately $2.3 billion based on approximately $0.5 billion of cash and more than $1.8 billion of borrowing availability under our asset-based lending facility. |
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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 more than 50% of the Board having served 5 years or less • Enhanced diversity of skills and the composition of the Board, including gender diversity, by appointing an additional director in October 2025 • Continued to implement formal and thoughtful Board and committee succession plans; since 2023, five (5) new directors have joined or rejoined 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 • In 2025, published updated Sustainability Report and inaugural Task Force on Climate-related Financial Disclosures (TCFD) Report to provide transparent and comprehensive insights into our commitment to environmental stewardship, safe and responsible operations, and transparent communications to investors and other stakeholders. The TCFD report addresses how we manage our climate-related risks and opportunities and reflects our dedication to sustainability and our ongoing efforts to align with best practices in climate risk management |
| 2026 Proxy Statement | vii |
Proxy Statement Summary
BOARD OVERVIEW
PBF’s business is managed under the direction of our Board. Our Board currently has eleven (11) members, consisting of eight (8) independent directors, and three (3) non-independent directors. Mr. Lucey is our Chief Executive Officer and President. Mr. Nimbley previously served as our Executive Chairman from July 2023 to June 2025. Ms. Davis, our Former CFO from January 2023 to September 2025, previously served as a member of our Board from January 2020 to December 2022.
During 2025, our Board held six (6) 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 2025 Annual Meeting of Stockholders.
All current Board members standing for re-election are expected to attend the Annual Meeting. The following sets forth certain demographic information regarding the current members of the Board:
Board Composition
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Proxy Statement Summary
2025 SAY ON PAY VOTE RESULTS
At our 2025 Annual Meeting, our stockholders approved our named executive officer compensation with approximately 89.8% of the vote
Detailed discussion and analysis of our Executive Compensation begins on page 20. 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 2025 Annual Meeting of Stockholders, our stockholders approved our named executive officers’ 2024 compensation with approximately 89.8% 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.
2025 KEY COMPENSATION COMMITTEE ACTIONS
THE COMPENSATION COMMITTEE CONTINUED TO ADHERE TO OUR PAY FOR PERFORMANCE PRINCIPLES IN DETERMINING 2025 CASH INCENTIVE PLAN (“2025 CIP”) BONUS AND THE PAYOUT OF PREVIOUSLY
GRANTED PERFORMANCE AWARDS
| • No cash bonus paid to executives for the second consecutive year under the CIP due to the failure to achieve financial and operational performance objectives | • 0% payout based on total shareholder return (”TSR”) results for performance awards for cycle ended 12/31/2025 |
As noted in “Company Performance” above, the Company experienced a challenging macroeconomic environment in the first half of 2025, which coupled with operational issues, resulted in the Company not meeting the financial and other targets under the 2025 Cash Incentive Plan. Although the Company’s performance improved relative to 2024, in February 2026, the Compensation Committee determined that the NEOs would not receive a cash bonus under the 2025 CIP for the second consecutive year. In order to recognize the individual performance of the NEOs (which is not taken into account under the CIP), the Compensation Committee granted a discretionary bonus outside of the CIP to each of the NEOs who were still employees of the Company at year-end in an amount equal to 25% of their 2025 base salary in recognition of their performance in navigating the operational, financial and regulatory challenges faced by the Company in 2025.
In addition, with respect to performance share units and performance units granted to executives for the performance cycle ending December 31, 2025, the Compensation Committee determined in February 2026 that the payout for those performance awards was zero based on the Company’s absolute and relative TSR as compared to the peer group.
| 2026 Proxy Statement | ix |
Proxy Statement Summary
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS
The executive compensation program for the NEOs 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 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 date Compensation 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 |
| 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 2025 Equity Incentive Plan or the proposed Amendment of the 2025 Equity Incentive Plan No excise tax gross-ups on any payments at a change of control |
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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 Directors Our directors are elected annually by vote of our stockholders. Our Lead Director Leads our Eleven Member Board, of which Eight are Independent Eight of our eleven current directors are, and assuming election of the eleven director nominees at the Annual Meeting, eight out of eleven of the directors will be independent. Our independent directors are led by an independent Lead Director and regularly meet in executive session. Majority Voting for Uncontested Director Elections We 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 Consultant Our Compensation Committee uses an independent compensation consultant, which performs no consulting or other services for the Company. Absence of Rights PlanWe do not have a shareholder rights plan, commonly referred to as a “poison pill.” Chief Executive Officer Succession PlanningSuccession 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 SecuritiesOur 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 Requirements We adopted stock ownership guidelines for our officers and directors. All of our NEOs and all of our directors, who have served more than five years, met their stock ownership guidelines requirements. 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 under the 2025 Equity Incentive Plan, including as proposed to be amended by the Amendment to the 2025 Equity Incentive Plan. No Significant Related Party Transactions None of the directors or officers have been involved in any significant related party transactions. |
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Proxy Statement Summary
CORPORATE RESPONSIBILITY AND STEWARDSHIP HIGHLIGHTS
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 Sustainabilty Report. In 2025, we published an updated Sustainability Report along with our inaugural TCFD Report. These reports are available on our website under “Sustainability”.
In 2023, the Renewable Diesel Facility owned by St. Bernard Renewables LLC (“SBR”), our joint venture with Eni Sustainable Mobility US Inc. (“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 a key participant of the Mid-Atlantic Clean Hydrogen Hub (“MACH2”) initiative, 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 exploring 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.
Measured against our operations in 2013, as of 2024, we have achieved a 30% reduction in absolute Scope 1 and Scope 2 GHG emissions across our operations. This progress reflects our continued focus on operational efficiency, and process optimization within our refining activities. We track and report GHG emissions in alignment with regulatory requirements and industry best practices, and we continue to explore feasible options for further reductions in GHG emissions while maintaining safe, reliable operations and meeting market demands.
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. In addition, the full Board considers climate-related risks and opportunities, reflecting a commitment to long-term business resilience. The Board receives quarterly updates on climate-related risks and opportunities across all business processes. By integrating these considerations into our Board’s decision-making processes, our Board ensures that PBF not only navigates potential risks effectively but also identifies opportunities for innovation and growth in a rapidly changing global landscape. This proactive approach underscores our Board’s dedication to steering the company toward both financial success and environmental stewardship. 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.
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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, gender 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 rights of all people is reflected in our core values and key policies, including our recently adopted Human Rights Policy, which is available on our website under “Sustainability”.
In addition, PBF Energy has health and welfare programs designed to take care of our employees and their families. In the workplace, we believe that the well-being of our employees is foundational to our shared success. Occupational health, supported by our clinical staff, is at the heart of this commitment, ensuring that employees receive the care, education, and preventive support they need through dedicated clinical teams that guide health strategy and workplace well-being efforts. We provide opportunities throughout the year for employees to access resources, engage in conversations about physical and mental health topics, and learn practical steps to support themselves and their families. We also partner with local hospitals and regional healthcare organizations to expand access to care and wellness resources. This work ensures that health remains a personal priority and a shared responsibility that is embedded across our organization.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.