PBF Energy Inc DEF 14A, filed Mar 18, 2025

About this DEF 14A

PBF Energy Inc. (PBF)

DEF 14A 2025-03-18 For: 2025-04-29

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Added on June 13, 2026

RECORD DATE

April 29, 2025
at 10:00 A.M.
Eastern Daylight Time

www.virtualshareholdermeeting.
com/PBF2025

Stockholders of record
on March 7, 2025
are entitled to vote
at the meeting

PBF Energy Inc filed this DEF 14A on March 18, 2025.

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	ANNUAL MEETING OF STOCKHOLDERS			i
	PROXY STATEMENT SUMMARY			v
	ABOUT PBF ENERGY			1
	PBF’S CORPORATE STRUCTURE			1
	INFORMATION REGARDING THE BOARD OF DIRECTORS			1
	INDEPENDENCE DETERMINATIONS			2
	COMMITTEES OF THE BOARD			3
	BOARD AND COMMITTEE REFRESHMENT AND ROTATION			5
	SELECTION OF DIRECTOR NOMINEES			5
	BOARD EVALUATIONS			7
	BOARD LEADERSHIP STRUCTURE			8
	Separation of the Chairman and CEO Roles			8
	Lead Director and Meetings of Non-Employee Directors			8
	ENTERPRISE RISK OVERSIGHT			8
	PROPOSAL NO. 1 – ELECTION OF DIRECTORS			9
	INFORMATION CONCERNING NOMINEES AND DIRECTORS			10
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			15
	SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS			16
	EXECUTIVE COMPENSATION			18
	EXECUTIVE SUMMARY			18
	Our Compensation Program			19
	Board Responsiveness to 2024 Say-on-Pay Vote and Stockholder Feedback			19
	GOVERNANCE FEATURES OF THE EXECUTIVE COMPENSATION PROGRAM			20
	COMPENSATION DISCUSSION AND ANALYSIS			22
	Executive Summary			22
	Named Executive Officers			22
	Recent Leadership Transitions			22
	Compensation Philosophy			23
	Peer Group and Benchmarking			23
	Role of the Compensation Committee			25
	Role of Management			25
	Role of Compensation Consultant			25
	Compensation Elements and Mix			26
	Annual Base Salary			26
	Annual Cash Incentive			27
	Long-Term Incentive Compensation			29
	PBF’s 2024 Long-Term Incentive Awards			31
	Restricted Stock			31
	Performance Share Units and Performance Units			31
	Employment Agreements			35
	Restrictive Covenants			35
	No Gross-Ups			35
	Other Benefits			35
	Impact of Tax and Accounting Principles			36
	Pension and Other Retirement Benefits			36
	Compensation-Related Policies			37
	COMPENSATION COMMITTEE REPORT			39


	EXECUTIVE COMPENSATION TABLES			40
	2024 SUMMARY COMPENSATION TABLE			40
	GRANTS OF PLAN-BASED EQUITY AWARDS IN 2024			41
	OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END			42
	OPTION EXERCISES AND STOCK VESTED IN 2024			44
	PENSION BENEFITS			45
	POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL			46
	PAY RATIO DISCLOSURES			49
	2024 PAY VERSUS PERFORMANCE			50
	PAY VERSUS PERFORMANCE TABLE			51
	2024 PAY VERSUS PERFORMANCE RELATIONSHIP DESCRIPTIONS			53
	RISK ASSESSMENT OF COMPENSATION PROGRAMS			55
	COMPENSATION CONSULTANT DISCLOSURES			55
	DIRECTOR COMPENSATION			56
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			58
	PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR			64
	KPMG FEES FOR FISCAL YEAR 2024			65
	DELOITTE FEES FOR FISCAL YEAR 2023			65
	REPORT OF THE AUDIT COMMITTEE FOR FISCAL YEAR 2024			66
	PROPOSAL NO. 3 – ADVISORY VOTE ON 2024 NAMED EXECUTIVE OFFICER COMPENSATION			68
	PROPOSAL NO. 4 – ADVISORY VOTE ON FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION			69
	PROPOSAL NO. 5 – APPROVAL OF 2025 EQUITY INCENTIVE PLAN			70
	EQUITY COMPENSATION PLAN INFORMATION			77
	GOVERNANCE DOCUMENTS AND CODE OF ETHICS			78
	STOCKHOLDER COMMUNICATIONS			78
	STOCKHOLDER NOMINATIONS AND PROPOSALS			78
	OTHER BUSINESS			79
	FINANCIAL STATEMENTS			79
	HOUSEHOLDING			79
	TRANSFER AGENT			79
	APPENDIX A – PBF ENERGY INC. 2025 EQUITY INCENTIVE PLAN			A-1


	YOUR VOTE IS IMPORTANT, PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM PROMPTLY. YOU MAY ALSO VOTE VIA THE INTERNET OR BY TELEPHONE. PLEASE USE THE INTERNET ADDRESS OR TOLL-FREE NUMBER SHOWN ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM. YOU MAY REVOKE A PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING WRITTEN NOTICE TO THAT EFFECT TO THE SECRETARY OR BY SUBMISSION OF A LATER-DATED PROXY OR SUBSEQUENT INTERNET OR TELEPHONIC PROXY. IF YOU ATTEND THE MEETING, YOU MAY REVOKE ANY PROXY PREVIOUSLY GRANTED AND VOTE DURING THE MEETING.


	MATTERS TO BE VOTED ON AT THE ANNUAL MEETING AND BOARD RECOMMENDATION




			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


	At our 2024 Annual Meeting, our stockholders approved our named executive officer compensation with approximately 97.30% of the vote


				The Board recommends a vote “FOR” all director nominees.


THOMAS J. NIMBLEY Executive Chairman of the Board Age: 73 Director Since: 2014			Biography: Mr. Nimbley has served as Chairman of the Board since June 30, 2016 and Executive Chairman since July 1, 2023. He previously served as our Chief Executive Officer from June 2010 through June 2023 and was our Executive Vice President, Chief Operating Officer from April 2010 through June 2010. Mr. Nimbley also serves as a director and the Executive Chairman of certain of our subsidiaries. Prior to joining PBF Energy, Mr. Nimbley served as a Principal for Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on the acquisition of two refineries. He previously served as Senior Vice President and head of Refining for Phillips and subsequently Senior Vice President and head of Refining for ConocoPhillips’ domestic refining system (13 locations) following the merger of Phillips and Conoco. Before joining Phillips at the time of its acquisition of Tosco in September 2001, Mr. Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993. Qualifications: Mr. Nimbley’s extensive experience in and knowledge of the refining industry, as well as his proven leadership skills and management experience, provides the Board with valuable leadership and, for these reasons, PBF believes Mr. Nimbley is a valuable member of its Board of Directors.


SPENCER ABRAHAM Director Age: 72 Director Since: 2012 Committees: • Compensation Committee • Nominating and Corporate Governance Committee (Chair)			Biography: Mr. Abraham has served as a director of the Board since October 2012, was a director of PBF LLC from August 2012 to February 2013 and a director of PBF Holding from August 2012 to October 2012. Mr. Abraham has served as a member of our Nominating and Corporate Governance Committee since 2012, and has served as its Chairperson since April 30, 2024. He has also served as a member of our Compensation Committee since 2012 and served as its Chairperson until April 30, 2024. Mr. Abraham is the Chief Executive Officer and Chairman of the international strategic consulting firm The Abraham Group, which he founded in 2005. Prior to starting The Abraham Group, Mr. Abraham served as Secretary of Energy under President George W. Bush from 2001 through January 2005, and was a U.S. Senator for the State of Michigan from 1995 to 2001. Prior to serving as a U.S. Senator, Mr. Abraham held various other public and private sector positions in the public policy arena. He currently serves as a director of NRG Energy, Inc., where he is a member of the Compensation Committee; and Two Harbors Investment Corp., a publicly traded REIT, where he is a member of the Compensation Committee and the Nominating and Governance Committee. He is the Chairman of the Board of Uranium Energy Corporation and a director of Emissions Reduction Corp. He is also a trustee of the Gerald R. Ford Presidential Foundation. He was previously a director of ICx Technologies, non-executive Chairman of Areva Inc., served on the board of C3 IoT and Occidental Petroleum Corporation, and was a trustee of the California Institute of Technology. Qualifications: Mr. Abraham’s extensive political and financial experience in the energy sector, including as the Secretary of Energy of the United States, as a U.S. Senator and as a board member of various public companies in the oil and gas sector, provides him with unique and valuable insights into the industry in which we operate and the markets that we serve and, for these reasons, PBF Energy believes that Mr. Abraham is a valuable member of its Board of Directors.


PAUL J. DONAHUE, JR. Director Age: 58 Director Since: 2022 Committees: • Audit Committee • Compensation Committee (Chair)			Biography: Paul J. Donahue, Jr. has served as a director of PBF Energy since January 1, 2022. and he is a member of the Audit Committee. He has served as a member of the Compensation Committee since March 2023 and as its Chairperson since April 30, 2024. Mr. Donahue is currently the Managing Partner and Co-Founder of Black Squirrel Partners, a growth equity and content acquisition platform focused on the consumer/retail, technology and music industry verticals. He is an accomplished executive and leader with over 33 years of experience in finance and investing, with extensive energy industry experience. His areas of expertise include financial analysis, risk management, strategic planning, team building and leadership, data science and capital markets and finance. In 2020, he retired from Morgan Stanley, where he last served as Head of Americas Equity Capital Markets, was a member of the Global Capital Markets Operating Committee, and was Chairman of Morgan Stanley’s Equity Underwriting Committee. In 2022, Mr. Donahue was appointed to the board of Servco Pacific Inc., a private company where he serves on the Audit Committee. Since 2000, he has served on the National Board of the TJ Martell Foundation. He has also served as a member of the board of the All Within My Hands Foundation since 2018. He graduated from Brown University with a degree in Business Economics and Organizational Behavior/Management. Qualifications: Mr. Donahue’s experience as a financial expert and an executive in the financial industry, provides our Board with a beneficial perspective and insight and, for these reasons, PBF Energy believes Mr. Donahue is a valuable member of its Board of Directors.


S. EUGENE EDWARDS Director Age: 68 Director Since: 2014 Lead Director Since: 2021 Committees: • HS&E Committee • Nominating and Corporate Governance Committee			Biography: Mr. Edwards has served as a director of PBF Energy since July 2014. He has been our Lead Director since October 1, 2021 and has been a member of our Nominating and Corporate Governance Committee since August 2014 and a member of the HS&E Committee since December 2016, where he also served as Chairperson until September 30, 2021. He has over 35 years of experience in the energy and refining sectors. Most recently he retired from Valero Energy Corp. (“Valero”) in April of 2014 where he was Executive Vice President and Chief Development Officer. Mr. Edwards began his career with Valero as an Analyst in Planning and Economics in 1982 and then served as Director of Business Development; Director of Petrochemical Products; Vice President of Planning and Business Development; Senior Vice President of Supply, Marketing & Transportation; Senior Vice President of Planning, Business Development and Risk Management and as Senior Vice President of Product Supply and Trading. Prior to joining Valero, he was an energy analyst with Pace Consultants and a refinery process engineer with Citgo Petroleum Corporation. He previously served as a director of CST Brands Inc., a spin-off of Valero, from May to December 2013 and, from June 2014 to August 2021, as a director of Green Plains Energy, where he was a member of its Audit and Compensation Committees. He has also served as a director of Cross America Limited Partners from September 2014 through March 2017. Mr. Edwards earned a bachelor’s degree in Chemical Engineering from Tulane University and a Master of Business Administration from the University of Texas at San Antonio. Qualifications: Mr. Edwards’ decades of experience in all aspects of the refining sector provides the Board with additional industry-specific knowledge from an individual deeply connected with the independent refining sector and, for these reasons, PBF Energy believes Mr. Edwards is a valuable member of its Board of Directors.


GEORGANNE HODGES Director Age: 59 Director Since: 2023 Committees: • Audit Committee			Biography: Ms. Hodges has been a member of the Board and our Audit Committee since March 15, 2023. She has more than 30 years of wholesale and retail energy experience, including major public accounting and extensive experience across the energy industry value chain. She was most recently Executive Vice President of Supply, Trading & Logistics at Motiva Enterprises, LLC until 2022. From July 2016 to 2020, she served as Executive Vice President and Chief Financial Officer of Motiva. Prior to joining Motiva, she held the position of CFO with Spark Energy, where she successfully completed the company’s initial public offering as well as several acquisitions. She also held the position of CFO with Direct Energy, as well as other senior financial roles since beginning her career with Arthur Andersen in 1987. Since 2023, Ms. Hodges has served as a director of Natural Gas Services Group Inc., where she serves on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. Since 2022, she has served as a member of the board of directors of BWC Terminals LLC, where she serves on the Audit Committee and the Nominating and Corporate Governance Committee. From 2021 to October 2023, she served as a member of the board of directors of Transalta Renewables Inc., where she was the Chair of the Audit Committee. Qualifications: Ms. Hodges’ industry specific experience, her experience as a Chief Financial Officer and board member of public companies provide the Board with a unique perspective and insight and, for these reasons, PBF Energy believes Ms. Hodges is a valuable member of its Board of Directors.


	COMPANY PERFORMANCE


	INVESTOR ENGAGEMENT THROUGH BOARD-LED PROGRAM


	BOARD OVERVIEW


KIMBERLY S. LUBEL Director Age: 60 Director Since: 2017 Committees: • Audit Committee (Chair) • HS&E Committee			Biography: Ms. Lubel joined the PBF Energy board in August 2017 and has been the Chairperson of our Audit Committee since January 2023 and a member of the HS&E Committee since October 2017. She formerly served as the Chairperson of the HS&E Committee from October 1, 2021 to March 21, 2023 and a member of the Compensation Committee from May 2019 to December 2022. From January 2013 until June 2017, Ms. Lubel served as the Chairman, Chief Executive Officer and President of CST Brands, Inc., a Fortune 250 North American convenience and fuel retailer with over 14,000 employees that was acquired by Circle K in June 2017. She also served as the Chairman of the Board at CrossAmerica Partners GP LLC, the general partner of CrossAmerica Partners LP, a publicly traded master limited partnership, from October 2014 to June 2017. She served as the Executive Vice President and General Counsel of Valero from 2006 to 2012 and served as its Vice President of Legal Services from 2003 to 2006. Prior to joining Valero in 1997, Ms. Lubel was a corporate attorney at Kelly, Hart & Hallman. Ms. Lubel has served on the board of Arcosa, Inc. since November 2021 and is a member of its Human Resources Committee and Governance and Sustainability Committee. Since May 2020, she has served on the board of Westlake Corporation, where she is a member of the Audit, Compensation, Nominating and Governance and Corporate Risk and Sustainability Committees. Since January 2019, Ms. Lubel also has served on the board of Southwest Research Institute, an independent, non-profit research and development organization, where she serves on the Compensation and Nominating and Governance Committees and where she has served as Vice Chair of the Board of Directors since 2024. Since September 2022, she is also a member of the Board of Directors of Inspire Trust Company. She previously served as an independent director of WPX Energy, Inc., where she was a member of the Nominating, Corporate Governance and Public Policy Committee and the Compensation Committee. Qualifications: Ms. Lubel’s industry specific experience, her experience as a Chief Executive Officer and board member of public companies, as well as her experience as a general counsel, provide the Board with a unique perspective and insight and, for these reasons, PBF Energy believes Ms. Lubel is a valuable member of its Board of Directors.


MATTHEW C. LUCEY President and Chief Executive Officer, Director Age: 51 Director Since: 2023			Biography: Matthew C. Lucey has served as PBF’s President and Chief Executive Officer and a member of the Board of Directors since July 2023. Mr. Lucey served as PBF’s President since January 2015. Mr. Lucey is also a director and the Chief Executive Officer of certain of our subsidiaries. Mr. Lucey previously served as our Executive Vice President from April 2014 to December 2014, as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014 and prior to that as our Vice President, Finance from April 2008. Prior to joining PBF, Mr. Lucey served as a Managing Director of M.E. Zukerman & Co., a New York-based private equity firm specializing in several sectors of the broader energy industry, from 2001 to 2008. While at M.E. Zukerman & Co., Mr. Lucey participated in all aspects of the firm’s energy investment activities and served on the Management Committee of Penreco, a manufacturer of specialty petroleum products; Cortez Pipeline Company, a 500-mile CO2 pipeline; and Venture Coke Company, a merchant petroleum coke calciner. Before joining M.E. Zukerman & Co., Mr. Lucey spent six years in the banking industry. Qualifications: Mr. Lucey’s experience in the refining industry and the broader energy industry, his financial background, including his experience as a Chief Financial Officer, as well as his executive management experience at PBF provides the Board with valuable insight and, for these reasons, PBF believes Mr. Lucey is a valuable member of its Board of Directors.


GEORGE E. OGDEN Director Age: 82 Director Since: 2018 Committees: • Audit Committee			Biography: Mr. Ogden has served as a director of PBF Energy and a member of our Audit Committee since January 1, 2018. Mr. Ogden has over 45 years of experience in the energy sector. From May 2014 to December 2017, Mr. Ogden served as an independent director of PBF Logistics GP LLC (“PBFX GP”), the general partner of PBFX. From January 1999 to the present, Mr. Ogden served as an independent refining and marketing consultant for energy and investment companies. Previously, he was a Senior Vice President of Tosco from 1992 to 1999, where he was responsible for mergers, acquisitions and divestments and general corporate planning, and prior to that Mr. Ogden held various positions at Tosco, Occidental Petroleum and the Mobil Oil Corporation in business development, refinery operations, planning and economics and as a refinery engineer. Qualifications: Mr. Ogden’s extensive career across many aspects of the energy and refining industries and expertise in the areas of mergers, acquisitions and strategic planning provide the Board with a unique perspective and insight and, for these reasons, PBF Energy believes Mr. Ogden is a valuable member of its Board of Directors.


DAMIAN W. WILMOT Director Age: 49 Director Since: 2023 Committees: • Compensation Committee • Nominating and Corporate Governance Committee			Biography: Mr. Wilmot has served as a director of PBF Energy and a member of our Nominating and Corporate Governance Committee since March 15, 2023 and has served as a member of the Compensation Committee since April 30, 2024. Mr. Wilmot serves as the Chief Legal Officer and Corporate Secretary of BridgeBio Pharma, Inc. since September 2023, where he is responsible for their legal affairs, corporate secretarial and governance functions, ethics and compliance, and risk management. He previously served as the SVP, Chief Risk and Compliance Officer at Vertex Pharmaceuticals Incorporated, where he was responsible for leading and managing the Global Compliance, Business Continuity & Resilience, Privacy, Records Information Management, Global Litigation and Global Employment Law organizations. He also led its Enterprise Risk Management, Incident Response & Crisis Management, and Information Governance programs. Prior to Vertex, Mr. Wilmot worked as chief litigation counsel for another global pharmaceutical company, as a litigation partner with Goodwin Procter LLP, and as an assistant U.S. attorney in the District of Massachusetts. Since 2019, he has served as a director and member of the Audit Committee and Executive Committees of HarborOne Bancorp, Inc. He has also served as a trustee and member of the Audit and Investment Committees of Fidelity Charitable since 2021. He has also served as the founder and Board Chair of New Commonwealth Fund for Social Justice and Racial Equality since 2020. He is a trustee and Chair of the Audit Committee of Trinity College in Massachusetts. Qualifications: Mr. Wilmot’s leadership positions in the areas of risk, compliance and legal provide the Board with a unique perspective and insight and, for these reasons, PBF Energy believes Mr. Wilmot is a valuable member of its Board of Directors.


LAWRENCE M. ZIEMBA Director Age: 69 Director Since: 2023 Committees: • HS&E Committee (Chair)			Biography: Mr. Ziemba has served as a director of PBF Energy, a member of our HS&E Committee since January 1, 2023 and Chair of our HS&E Committee since March 22, 2023. He previously served as a director of PBFX GP, including as a member of its Audit and Conflicts Committees, from December 2019 to November 2022. Since January 2020, Mr. Ziemba has served as a director of Plains All-American GP LLC, and is a member of the Audit Committee and Chairman of the Health, Safety, Environmental and Sustainability Committee. He also serves as the Chairman of the Board of the Duchesne Academy in Houston. He retired from Phillips 66 as Executive VP, Refining and a member of the Executive Committee in December 2017. He held this position since the company’s separation from ConocoPhillips in May 2012. Prior to 2012, he was President, Global Refining and served on the Executive Committee of ConocoPhillips. During his career, he held various positions in downstream for ConocoPhillips, Phillips, Tosco, and Unocal Corporation, where he started his career. Qualifications: Mr. Ziemba’s extensive career across many aspects of the refining industry, including numerous leadership positions, provide the Board with a unique perspective and insight and, for these reasons, PBF Energy believes Mr. Ziemba is a valuable member of its Board of Directors.


	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Number	%
Carlos Slim Helú, et al. (1) Paseo de las Palmas 736, Colonia Lomas de Chapultepec, Ciudad de Mexico, Mexico,11000	30,349,998	26.3
Control Empresarial (1) Paseo de las Palmas 781, Piso 3, Lomas de Chapultepec, Seccion III, Miguel Hidalgo, Ciudad de Mexico, Mexico, 11000
BlackRock, Inc. (2) 50 Hudson Yards New York, New York 10001	15,175,112	12.4
The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355	11,700,449	9.57
Dimensional Fund Advisors LP (4) 6300 Bee Cave Road, Building One Austin, Texas 78746	7,381,408	6.0
State Street Corporation (5) One Congress Street, Suite 1 Boston, MA 02114	6,127,910	5.2


Name	Number of Shares of Common Stock Beneficially Owned	Percent of Common Stock Owned (%)
Thomas J. Nimbley (1)	3,313,548	2.8%
Matthew C. Lucey (2)	1,314,724	1.1%
Karen B. Davis (3)	95,442	*
Trecia M. Canty (4)	774,090	*
T. Paul Davis (5)	677,795	*
Michael A. Bukowski (6)	43,330	*
Spencer Abraham (7)	58,481	*
Paul J. Donahue, Jr. (8)	15,042	*
S. Eugene Edwards (9)	54,179	*
Georganne Hodges (10)	7,613	*
Kimberly S. Lubel (11)	39,976	*
George E. Ogden (12)	40,802	*
Damian W. Wilmot (13)	7,179	*
Lawrence M. Ziemba (14)	9,789	*
All directors and executive officers as a group (17 persons) (15)	7,608,375	6.7%



						What We Do
			Competitive Compensation			Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing PBF’s performance.


			Pay for Performance			The compensation of our executives has consistently reflected the Compensation Committee’s philosophy that the level of the Company’s performance will determine incentive compensation. In 2024, none of the financial goals under the annual cash incentive plan were achieved and none of our executives received an annual cash bonus. Our annual cash bonuses under the annual cash incentive plan is determined based upon Adjusted EBITDA thresholds and other performance metrics. In addition, we utilize performance awards as part of our long-term compensation program with payouts based upon TSR.


			Reward Long-Term Growth and Focus Management on Sustained Success and Stockholder Value Creation			A significant portion of the compensation of our executive officers is weighted toward equity-based awards that encourage sustained performance and positive stockholder returns.


			Ownership Alignment			Equity awards should be subject to vesting over an extended period of time. We establish alignment between our stockholders and management through a straightforward three-year ratable vesting schedule for options (when granted) and restricted stock and three-year cliff vesting for performance awards. In addition, we have a one-year stock holding requirement for our NEOs after vesting or exercise for stock options, stock appreciation rights and full-value awards.


			Lower Cash Compensation as a Percentage of Total Compensation for Highly Compensated Employees			The percentage of compensation awarded in cash decreases as an employee’s total compensation increases in order for long-term performance to remain the overriding aspiration to realizing full compensation.


			Strong Governance Standards in Oversight of Executive Compensation			We provide standard employee benefits and very limited perquisites to our executive officers. We provide no excise tax gross-ups.


	Executive Compensation—Compensation Discussion and Analysis


Named Executive Officer	2023 Salary (1)	2024 Salary (2)
Matthew C. Lucey President & CEO	990,000	1,250,000
Karen B. Davis SVP-Chief Financial Officer	630,000	635,000
T. Paul Davis SVP-Supply, Trading and Optimization	602,500	607,500
Trecia M. Canty SVP-General Counsel	602,500	607,500
Michael A. Bukowski SVP-Refining	—	394,034


Performance Metric	Description	Type of Measure
Adjusted EBITDA (a)	As derived from our consolidated financial statements and adjusted for certain items.	Financial (absolute)


2024 Target Long-Term Incentive Compensation
Position	Target Value of Restricted Stock	Target Value of Performance Share Units	Target Value of Performance Units
CEO	$2,334,497	$1,750,873	$1,750,873
SVP – CFO	$860,625	$645,469	$645,469
SVP – Supply, Trading and Optimization	$794,961	$596,221	$596,221
SVP-General Counsel	$794,961	$596,221	$596,221
SVP-Refining (1)	$794,961	$596,221	$596,221


Form of LTI Award	Form of Compensation	Type of Compensation Realized	Timing for Compensation realization
Restricted Stock	Class A common stock	Value of PBF common stock on vesting date	Vesting ratably over a period of three years from grant date
Performance Share Units	Class A common stock	0 to 200% per unit based on our relative TSR ranking among a group of peer companies (1)	Cliff vesting on the last day of the 3-year performance cycle
Performance Units	Cash	0 to 200% per unit based on our relative TSR ranking among a group of peer companies (1)	Cliff vesting on the last day of the 3-year performance cycle


2024 Long-Term Incentive Compensation
Position	Restricted Stock	Performance Share Units	Performance Units
CEO	83,854	53,089	2,918,122
SVP – CFO	30,913	19,572	1,075,782
SVP – Supply, Trading and Optimization	28,555	18,078	993,702
SVP-General Counsel	28,555	18,078	993,702
SVP – Refining	28,555	18,078	993,702


	Performance Awards
	Three-year TSR Performance Rank			TSR Performance Rank Payout Percentage
	Ranked Seventh			0%
	Ranked Sixth			33.33%
	Ranked Fifth			66.67%
	Ranked Fourth			100%
	Ranked Third			133.33%
	Ranked Second			166.67%
	Ranked First			200%


	Performance Awards
	Three-Year Company TSR Performance			TSR Performance Percentile Payout Percentage
	25% or more below the average TSR for the peer group			0%
	0% difference between the average TSR for the peer group			100%
	25% or more above the average TSR for the peer group			200%


	TSR Calculation (Ending Stock Price – Beginning Stock Price) + Cumulative Cash Dividends


	Beginning Stock Price
	The beginning and ending stock price is the average of each company’s closing stock price for the 30 days immediately preceding each applicable date


TSR Measurement Period	Actual TSR (%)	Rank	TSR Performance Rank Payout Percentage	Percentile Payout Percentage	TSR Payout Percentage
1/1/2022 - 12/31/2024	142.31%	1	200%	200%	200%


	CEO	SVP – Supply, Trading and Optimization	SVP – General Counsel
Number of Performance Share Units Initially Granted	28,705	24,940	24,940
Aggregate Number of Shares Awarded (including dividend equivalents)	61,897	53,779	53,779
Shares awarded as Percentage of Performance Share Units Granted (%)	200%	200%	200%


	CEO	SVP – Supply, Trading and Optimization	SVP – General Counsel
Target Number of Performance Units	1,120,091	973,160	973,160
Payout ($)	2,240,182	1,946,320	1,946,320
Payout as Percentage of Grant Date Value of Performance Units (%)	200%	200%	200%