Compensation Committee
The Compensation Committee reviews and reports to the Board on matters related to compensation strategies, policies, and programs, including certain personnel policies and policy controls, management development, management succession, and benefit programs. The Compensation Committee also approves and administers our equity incentive compensation plan and cash incentive plan. The Compensation Committee’s duties are described more fully in the “Compensation Discussion and Analysis” section below.
In 2023, the members of the Compensation Committee were Spencer Abraham (Chairperson), Wayne A. Budd, and Paul J. Donahue, Jr. Each of the members qualifies as independent under applicable SEC rules and regulations and the rules of the NYSE, as an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (the “Code”), as in effect in 2023, and as a “non-employee director” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Due to Mr. Budd’s decision not to stand for re-election, following the Annual Meeting, the Board will appoint an independent director to replace him as a member of the Compensation Committee.
In 2023, the Compensation Committee met four times and the meetings were attended by all of the members. The “Compensation Committee Report” for Fiscal Year 2023 appears in this proxy statement immediately following “Executive Compensation”.
Compensation Committee Interlocks and Insider Participation
There are no Compensation Committee interlocking relationships. None of the members of the Compensation Committee has served as an officer or employee of PBF or had any relationship requiring disclosure by PBF under Item 404 of the SEC’s Regulation S-K, which addresses related person transactions.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee evaluates policies on the size and composition of the Board and criteria and procedures for director nominations and considers and recommends candidates for election to the Board. The committee also evaluates, recommends, and monitors corporate governance guidelines, policies, and procedures, including our codes of business conduct and ethics. In 2023, the members of the Nominating and Corporate Governance Committee were Wayne A. Budd (Chairperson), Spencer Abraham, S. Eugene Edwards and Damian W. Wilmot. The Nominating and Corporate Governance Committee met five (5) times in 2023 and the meetings were attended by all members. Due to Mr. Budd’s decision not to stand for re-election, following the Annual Meeting, the Board will appoint a new Chairperson of the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee recommended to the Board each presently serving director of PBF as nominees for election as directors at the Annual Meeting, except for Mr. Budd who decided not to stand for re-election. The Nominating and Corporate Governance Committee also considered and recommended the appointment of a Lead Director (described below under “Board Leadership Structure—Lead Director and Meetings of Non-Management Directors”) to preside at meetings of the independent directors without management, and recommended assignments for the Board’s committees. The full Board approved the recommendations of the Nominating and Corporate Governance Committee and adopted resolutions approving the slate of director nominees to stand for election at the Annual Meeting, the appointment of a Lead Director, and Board committee assignments.
Health, Safety and Environment Committee
The HS&E Committee assists the Board of Directors in fulfilling its oversight responsibilities by assessing the effectiveness of programs and initiatives that relate to the health, safety and environmental protection, health and safety performance, and ESG, sustainability, innovation, and technology policies and programs of the Company. In 2023, the members of the HS&E Committee were Lawrence M. Ziemba (Chairperson after March 22, 2023), S. Eugene Edwards and Kimberly S. Lubel (Chairperson until March 22, 2023). In 2023, the Health, Safety and Environment Committee met four times and the meetings were attended by all members.
