PBF Energy Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>PBF Energy Inc. will hold its 2024 Annual Meeting of Stockholders virtually on April 30, 2024, with key votes on directors, auditor ratification, and executive compensation.</b>

AI Summary

PBF Energy Inc. (PBF) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. The 2024 Annual Meeting of Stockholders for PBF Energy Inc. will be held exclusively online on April 30, 2024, at 10:00 A.M. EDT. Stockholders of record as of March 11, 2024, are eligible to vote. The meeting will include the election of directors, ratification of KPMG LLP as independent auditor for 2024, and an advisory vote on 2023 executive compensation. Proxy materials will be made available on or about March 18, 2024. Stockholders can join the virtual meeting using a 16-digit control number from their proxy card or voting instruction form.

Why It Matters

For investors and stakeholders tracking PBF Energy Inc., this filing contains several important signals. This filing is a proxy statement, indicating PBF Energy Inc. is seeking shareholder votes on critical corporate governance matters. The virtual format of the meeting suggests a move towards modern, accessible shareholder engagement, but may require specific technical steps for participation.

Risk Assessment

Risk Level: low — PBF Energy Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Review the proposed director nominees and executive compensation details to inform voting decisions.

Key Numbers

• April 30, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders)
• 10:00 A.M. EDT — Annual Meeting Time (2024 Annual Meeting of Stockholders)
• March 11, 2024 — Record Date (Stockholders of record on this date are entitled to vote)
• March 18, 2024 — Proxy Material Availability Date (Proxy Statement and form of proxy first available)

Key Players & Entities

• PBF Energy Inc. (company) — Registrant name
• KPMG LLP (company) — Independent auditor for 2024
• April 30, 2024 (date) — Date of the 2024 Annual Meeting
• March 11, 2024 (date) — Record date for stockholder eligibility
• March 18, 2024 (date) — Date proxy materials will be made available
• 2023 (date) — Year for executive compensation vote

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The filing is a standard DEF 14A proxy statement, indicating compliance with SEC regulations for shareholder communication.

Industry Context

PBF Energy Inc. operates in the petroleum refining industry, a sector subject to significant regulatory oversight and market volatility.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Analyze the advisory vote on executive compensation for 2023.
3. Confirm the ratification of KPMG LLP as the independent auditor for 2024.

Key Dates

• 2024-04-30: 2024 Annual Meeting of Stockholders — Shareholders will vote on key corporate matters.
• 2024-03-11: Record Date — Determines eligibility to vote at the annual meeting.
• 2024-03-18: Proxy Materials Availability — Shareholders can access proxy information.

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy statement, following the standard DEF 14A format.

Key Financial Figures

• $0.001 — of our Class A Common Stock, par value $0.001 per share ("Class A Common Stock") and
• $9,500 — assisting us for a fee of approximately $9,500 plus out-of-pocket expenses. PBF also i
• $46.8 b — In 2022, we achieved record revenues of $46.8 billion, an increase of 71.8% from $27.3
• $27.3 billion — 46.8 billion, an increase of 71.8% from $27.3 billion in 2021, our net income increased to $2
• $2,972.8 million — on in 2021, our net income increased to $2,972.8 million in 2022 from $315.5 million in 2021, an
• $315.5 million — reased to $2,972.8 million in 2022 from $315.5 million in 2021, and our Adjusted EBITDA increa
• $467.4 million — sted EBITDA increased by over 900% from $467.4 million in 2021 to $4,775.7 million in 2022. In
• $4,775.7 million — ver 900% from $467.4 million in 2021 to $4,775.7 million in 2022. In 2023, we achieved revenues
• $38.3 b — 2022. In 2023, we achieved revenues of $38.3 billion, a decrease of 18.2% from 2022 bu
• $2,162.0 million — 2021. Our 2023 net income decreased to $2,162.0 million and our Adjusted EBITDA decreased to $2
• $2,641.3 m — on and our Adjusted EBITDA decreased to $2,641.3 million, a decrease of 27.3% and 44.7%, r
• $1.69 b — ich had a total estimated fair value of $1.69 billion, excluding working capital. To ac
• $845.6 million — ership interest in SBR, Eni contributed $845.6 million of total consideration, which was distr
• $3.5 billion — and increased the maximum commitment to $3.5 billion from $2.85 billion. We issued $500.0 mi
• $2.85 billion — maximum commitment to $3.5 billion from $2.85 billion. We issued $500.0 million in aggregate

Filing Documents

• ny20018846x1_def14a.htm (DEF 14A) — 2303KB
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• ny20018846x1_tick2x1.jpg (GRAPHIC) — 10KB
• 0001140361-24-013581.txt (&nbsp;) — 12510KB
• pbf-20240430.xsd (EX-101.SCH) — 7KB
• pbf-20240430_def.xml (EX-101.DEF) — 9KB
• pbf-20240430_lab.xml (EX-101.LAB) — 18KB
• pbf-20240430_pre.xml (EX-101.PRE) — 11KB
• ny20018846x1_def14a_htm.xml (XML) — 207KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 16

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS 17

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 EXECUTIVE SUMMARY 19 Recent Compensation Committee Actions 21 Our Compensation Program 22 Board Responsiveness to 2023 Say-on-Pay Vote and Stockholder Feedback 22 GOVERNANCE FEATURES OF THE EXECUTIVE COMPENSATION PROGRAM 23 COMPENSATION DISCUSSION AND ANALYSIS 25 Executive Summary 25 Named Executive Officers 25 Recent Leadership Transitions 25 Compensation Philosophy 27 Peer Group and Benchmarking 27 Role of the Compensation Committee 29 Role of Management 29 Role of Compensation Consultant 29 Compensation Elements and Mix 30 Annual Base Salary 30 Annual Cash Incentive 31 Long-Term Incentive Compensation 33 PBF's 2023 Long-Term Incentive Awards 34 Restricted Stock 35 Performance Share Units and Performance Units 35 Employment Agreements 38 Restrictive Covenants 39 No Gross-Ups 39 Other Benefits 39 Impact of Tax and Accounting Principles 39 Pension and Other Retirement Benefits 39 Compensation-Related Policies 40 COMPENSATION COMMITTEE REPORT 42

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 43 2023 SUMMARY COMPENSATION TABLE 43 GRANTS OF PLAN-BASED EQUITY AWARDS IN 2023 44 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END 45 OPTION EXERCISES AND STOCK VESTED IN 2023 48 PENSION BENEFITS 50 POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2023, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL 51 PAY RATIO DISCLOSURES 54 2023 PAY VERSUS PERFORMANCE 55 PAY VERSUS PERFORMANCE TABLE 56 2023 PAY VERSUS PERFORMANCE RELATIONSHIP DESCRIPTIONS 58 RISK ASSESSMENT OF COMPENSATION PROGRAMS 60 COMPENSATION CONSULTANT DISCLOSURES 60 OUTSIDE DIRECTOR COMPENSATION 61 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 62 PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR 68 DELOITTE FEES FOR FISCAL YEARS 2023 AND 2022 69 REPORT OF THE AUDIT COMMITTEE FOR FISCAL YEAR 2023 69 PROPOSAL NO. 3 – ADVISORY VOTE ON 2023 NAMED EXECUTIVE OFFICER COMPENSATION 71 EQUITY COMPENSATION PLAN INFORMATION 75 GOVERNANCE DOCUMENTS AND CODE OF ETHICS 76 STOCKHOLDER COMMUNICATIONS 76 STOCKHOLDER NOMINATIONS AND PROPOSALS 76 OTHER BUSINESS 77

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 77 HOUSEHOLDING 77 TRANSFER AGENT 77 TABLE OF CONTENTS PBF ENERGY INC. PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS Our Board of Directors (the "Board") is soliciting proxies to be voted at the Annual Meeting of Stockholders on April 30, 2024 (the "Annual Meeting" or the "Meeting"). The accompanying notice describes the time, place, and purposes of the Annual Meeting. Action may be taken at the Annual Meeting or on any date to which the meeting may be adjourned. Unless otherwise indicated the terms "PBF," "PBF Energy," "the Company," "we," "our," and "us" are used in this Notice of Annual Meeting and Proxy Statement to refer to PBF Energy Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole. In lieu of this proxy statement and the accompanying notice, we are mailing a Notice of Internet Availability of Proxy Materials ("Internet Availability Notice") to certain stockholders on or about March 18, 2024. On this date, stockholders will be able to access all of our proxy materials on the website referenced in the Notice. Record Date, Shares Outstanding, Quorum Holders of record of our Class A Common Stock, par value $0.001 per share ("Class A Common Stock") and Class B Common Stock, par value $0.001 per share ("Class B Common Stock") are entitled to vote as a single class on the matters presented at the Annual Meeting. At the close of business on March 11, 2024 (the "record date"), 119,164,882 shares of Class A Common Stock were issued and outstanding and entitled to one vote per share and the holders of the Class A Common Stock have 99.3% of the voting power. On the record date, 12 shares of Class B Common Stock were issued and outstanding and each share of Class B Common Stock entitled the holder to one vote for each Series A limited liability company membership interest ("PBF LLC Series A Units") of our subsidiary, PBF Energy Company LLC ("PBF LLC"), held by such holder as of the record da

Executive compensation and compensation metrics

Executive compensation and compensation metrics Environment, Social, and Governance practices and reporting Governance Practices Enhanced Transparency and Disclosures Actively pursuing Board refreshment, with 45% of the Board having served 5 years or less Continued to implement formal and thoughtful Board and committee succession plans, with four new directors joining in 2023 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 Enhanced Board disclosures to include gender, ethnic and racial diversity information as self-identified by Board members viii 2024 Proxy Statement TABLE OF CONTENTS Proxy Statement Summary BOARD OVERVIEW PBF's business is managed under the direction of our Board. Our Board currently has eleven members, nine of whom are independent directors and our Executive Chairman, Thomas J. Nimbley and our President and Chief Executive Officer, Matthew C. Lucey. As previously announced, effective July 1, 2023, Thomas J. Nimbley transitioned from his position as our Chief Executive Officer to Executive Chairman, and M

View Full Filing

View this DEF 14A filing on SEC EDGAR