Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Material

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Soliciting Material under Rule 14a-12

PBF Energy Inc.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

PBF ENERGY INC.

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

	DATE		LOCATION		RECORD DATE
	May 3, 2023 at 10:00 A.M. Eastern Daylight Time		www.virtualshareholdermeeting.com/PBF2023		Stockholders of record on March 13, 2023 are entitled to vote at the meeting

The 2023 Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/PBF2023. Stockholders of record at the close of business on March 13, 2023 may vote at the meeting or any postponements or adjournments of the meeting. To join as a stockholder, you must enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you receive. During the meeting stockholders may ask questions, examine our stockholder list and vote their shares (other than shares held through employee benefit plans, which must be voted prior to the meeting). Other interested parties may join the meeting as a guest, in which case no control number is required. For more information, please see the section entitled “Annual Meeting of Stockholders” in this Proxy Statement. We are making the Proxy Statement and the form of proxy first available beginning on or about March 21, 2023.

At the meeting, stockholders will be asked to vote on:

Items of Business:

1.	the election of directors;

2.	the ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as independent auditor for 2023;

3.	an advisory vote on the 2022 compensation of the named executive officers (“NEOs”); and

4.	the transaction of any other business properly brought before the meeting or any adjournment or postponement thereof.

Information with respect to the above matters is set forth in this Proxy Statement that accompanies this Notice.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY 3, 2023. The Notice of the 2023 Annual Meeting, Proxy Statement and the Annual Report on Form 10-K for the year-ended December 31, 2022 are available on the internet at www.proxyvote.com.

By order of the Board of Directors,

Trecia M. Canty

Senior Vice President, General Counsel and Secretary

March 21, 2023

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.

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 May 3, 2023 (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 21, 2023. 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 13, 2023 (the “record date”), 128,892,917 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, 13 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 date. On the record date, Class B Common Stockholders collectively held 910,457 PBF LLC Series A Units, which entitled them to an equivalent number of votes, representing approximately 0.7% of the combined voting interests of the Class A and Class B Common Stock. See “Corporate Governance—PBF’s Corporate Structure” below for more information.

Stockholders representing a majority of voting power, present in person or represented by properly executed proxy, will constitute a quorum. Abstentions and broker non-votes count as being present or represented for purposes of determining the quorum.

Voting Requirements for the Proposals

Proposal No. 1, Election of Directors — An affirmative vote of the majority of the total number of votes cast “FOR” or “AGAINST” a director nominee is required for the election of a director in an uncontested election. A majority of votes cast means that the number of shares voted “FOR” a director nominee must exceed 50% of the votes cast with respect to that nominee (with “abstentions” and “broker non-votes” not counted as votes cast either “FOR” or “AGAINST” that nominee’s election).

Proposal No. 2, Ratification of Independent Auditors — Ratification by stockholders of the selection of independent public accountants requires the affirmative vote of the majority of the votes cast. Abstentions have no effect on this proposal.

Proposal No. 3, Advisory Vote on 2022 Named Executive Officer Compensation — The affirmative vote of the majority of the votes cast on this non-binding proposal is required for the proposal to pass. A majority of the votes cast means the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal. Your broker may not vote your shares on this proposal unless you give voting instructions. Abstentions and broker non-votes have no effect on the vote.

Attending the Annual Meeting

In order to continue to provide greater access and visibility to our stockholders and to ensure the health and safety of meeting participants and attendees, we will have a virtual-only annual meeting of stockholders in 2023. The meeting will be conducted exclusively via live audio webcast. The virtual meeting has been designed to provide the same rights and opportunities to participate as you would have at an in-person meeting, including enhancements to stockholder access, participation and communication by providing stockholders the ability to submit questions.

In addition, the virtual format provides the opportunity for participation by a broader group of our stockholders and enables the Company to communicate more effectively with its stockholders, who are able to participate from around the world while increasing overall safety for both members of the Company and its stockholders.

You do not have to register in advance to attend the virtual meeting. To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/PBF2023 and enter the 16-digit control number included in your Notice of Internet Availability, on your proxy card, or on the voting instruction form that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 9:45 a.m. Eastern Daylight Time on May 3, 2023. The meeting will begin promptly at 10:00 a.m. Eastern Daylight Time on May 3, 2023. If you experience any technical difficulties logging into the meeting platform or at any time during the meeting, please call the toll-free technical support number, which will be posted on the meeting website. Technical support will be available beginning at 9:45 a.m. Eastern Daylight Time on May 3, 2023 and will remain available until the meeting has ended.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered in your name directly with the Company or with PBF’s transfer agent, American Stock Transfer & Trust Company, LLC, you are the “stockholder of record” of those shares. This Notice of Annual Meeting and Proxy Statement and any accompanying documents have been provided directly to you by PBF.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares, and the Internet Availability Notice has been forwarded to you by your broker, bank, or other holder of record.

As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

Voting Stock Held through a PBF Energy Employee Benefit Plan

If you hold your stock through a PBF Energy employee benefit plan, you must either:

	•	Vote over the internet (instructions are in the email sent to you or on the notice and access form).
	•	Vote by telephone (instructions are on the notice and access form).

If you elected to receive a hard copy of your proxy materials, fill out the enclosed voting instruction form, date and sign it, and return it in the enclosed postage-paid envelope. Please pay close attention to the deadline for returning your voting instruction form. The voting deadline is set forth on the voting instruction form.

Voting Stock (Other Than Stock Held Through a PBF Energy Employee Benefit Plan) by Mail, Telephone or Internet or During the Meeting

You may vote using any of the following methods:

By mail

Complete, sign and date the proxy or voting instruction card and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors. Mailed proxies must be received no later than the close of business on May 2, 2023 in order to be voted at the Annual Meeting. We urge you to use the other means of voting if there is a possibility your mailed proxy will not be timely received.

By telephone or on the Internet

We have established telephone and Internet voting procedures for stockholders of record. These procedures are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded.

You can vote by calling the toll-free telephone number 1-800-690-6903. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

The website for Internet voting is www.proxyvote.com for stockholders of record. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m., Eastern Daylight Time, on May 2, 2023.

The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive. If you vote by telephone or on the Internet, you do not have to return your proxy or voting instruction card.

At the Annual Meeting

Stockholders of record and “street name” holders at the close of business on March 13, 2023 can attend the meeting by accessing www.virtualshareholdermeeting.com/PBF2023 and entering the 16-digit control number included in the proxy materials previously received. Please note that the www.virtualshareholdermeeting.com/PBF2023 website will not be active until approximately two weeks before the meeting date. If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode. Stockholders of record may vote during the meeting by following the instructions available on the meeting website during the meeting. To attend as a guest, please access www.virtualshareholdermeeting.com/PBF2023 and enter the information requested on the screen to register as a guest. Please note that you will not have the ability to ask questions, vote or examine the list of stockholders during the meeting if you participate as a guest. See “Virtual Meeting Information” below for additional details.

Revocability of Proxies

You may revoke your proxy at any time before it is voted at the Annual Meeting by (i) submitting a written revocation to PBF, (ii) returning a subsequently dated proxy to PBF, or (iii) attending the Annual Meeting requesting that your proxy be revoked and voting at the Annual Meeting. If instructions to the contrary are not provided, shares will be voted as indicated on the proxy card.

Abstentions

Abstentions are counted for purposes of determining whether a quorum is present. Abstentions are not counted in the calculation of the votes “cast” with respect to any of the matters submitted to a vote of stockholders and will have no effect on the vote on any proposal. Directors will be elected by a majority vote of the votes cast at the meeting.

Broker Non-Votes

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of the stock. If the broker does not receive specific instructions, in some cases the broker may vote the shares in the broker’s discretion. However, the New York Stock Exchange (the “NYSE”) precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner. This results in a “broker non-vote” on the proposal. A broker non-vote is treated as “present” for purposes of determining a quorum, has the effect of a negative vote when a majority of the voting power of the issued and outstanding shares is required for approval of a particular proposal, and has no effect when a majority of the voting power of the shares present in person or by proxy and entitled to vote or a majority of the votes cast is required for approval.

The ratification of the appointment of Deloitte as our independent auditor (Proposal No. 2) is deemed to be a routine matter under NYSE rules. A broker or other nominee generally may vote uninstructed shares on routine matters, and therefore no broker non-votes are expected to occur with Proposal No. 2. Proposals 1 and 3 are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore an undetermined number of broker non-votes are expected to occur on these proposals. These broker non-votes will not have any impact on the outcomes for these proposals as it requires the approval of a majority of the votes cast.

Solicitation of Proxies

PBF pays for the cost of soliciting proxies and the Annual Meeting. In addition to solicitation by mail, proxies may be solicited by personal interview, telephone, and similar means by directors, officers, or employees of PBF, none of whom will be specially compensated for such activities. Morrow Sodali LLC, 333 Ludlow Street, 5^th Floor, South Tower, Stamford, CT 06902, a proxy solicitation firm, will be assisting us for a fee of approximately $8,500 plus out-of-pocket expenses. PBF also intends to request that brokers, banks, and other nominees solicit proxies from their principals and will pay such brokers, banks, and other nominees certain expenses incurred by them for such activities.

Virtual Meeting Information

How can I ask questions or view the list of stockholders entitled to vote at the annual meeting?

Stockholders will be able to transmit questions through the virtual meeting website. Rules of conduct for the meeting, including rules pertaining to submission of questions, will be posted on the meeting platform website and may be accessed once past the login screen by clicking the “Materials” button. If there are pertinent questions that cannot be answered during the meeting due to time constraints, management expects to post answers to a representative set of such questions (e.g., consolidating repetitive questions) on our website (www.pbfenergy.com in the “Investors” section under “Webcasts and Presentations”) after the meeting.

During the annual meeting, stockholders of record may examine the list of stockholders entitled to vote at the meeting by visiting the meeting platform website and entering their control number. Once past the login screen, click the “Materials” button, followed by the “Registered Shareholder List,” and complete the required attestation form to view the list. To inspect such list prior to the annual meeting, please contact our Investor Relations department at (973) 254-4414 or by email at ir@pbfenergy.com.

Will a recording of the annual meeting be available after the meeting?

Yes. Within 24 hours following the annual meeting, a recording of the meeting, including any question and answer session, will be available on our website for at least 30 days.

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, 2022 are first being mailed to the Company’s stockholders and made available on the internet at www.pbfenergy.com on or about March 21, 2023. 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

 

1.  Election of Directors (p. 11)
Name	Years of Service	Independent	Board Recommendation
Thomas Nimbley	8	No	For
Spencer Abraham	10	Yes	For
Wayne Budd	9	Yes	For
Paul J. Donahue, Jr.	1	Yes	For
S. Eugene Edwards	9	Yes	For
Georganne Hodges	—	Yes	For
Kimberly Lubel	5	Yes	For
George Ogden	5	Yes	For
Damian W. Wilmot	—	Yes	For
Lawrence Ziemba	—	Yes	For
2.  Ratification of Deloitte & Touche LLP as Independent Auditors (p. 66)			For
3.  Advisory Vote on 2022 Named Executive Officer Compensation (p. 69)			For

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 are able to ship products to other international destinations. We own and operate six domestic oil refineries and related assets.

2022 Key Financial Achievements

*

Adjusted EBITDA and net debt to capitalization are non-GAAP financial measures. For an explanation of how we use Adjusted EBITDA and net debt to capitalization and a reconciliation, please see “Non-GAAP Financial Measures” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).

In 2022, as a result of our strong operating performance and favorable global market conditions for our products, we delivered record financial results that enabled us to strengthen our financial position and reward our stockholders. Our significant financial achievements in 2022 include:

	●	Record Revenues, Net Income and Adjusted EBITDA. In 2022, we achieved record revenues of $46.8 billion in 2022, an increase of 71.8% from $27.3 billion in 2021, our net income increased to $2,972.8 million in 2022 from $315.5 million in 2021, and our Adjusted EBITDA increased by over 900% from $467.4 million in 2021 to $4,775.7 million in 2022.
	●	Strengthened Liquidity and Financial Position Following Substantial Debt Reduction. We continued to be steadfast in our long-term commitment to maintaining a strong balance sheet. We ended 2022 with the strongest balance sheet in the history of our Company. As of December 31, 2022, our operational liquidity was more than $4.9 billion, including approximately $2.1 billion of cash, excluding cash at PBF Logistics

Proxy Statement Summary

		LP (“PBFX”), and in excess of $2.8 billion of borrowing availability under our asset-based revolving credit facility. This compares with operational liquidity of approximately $2.4 billion at year-end 2021. We reduced our consolidated debt by $2.34 billion in 2022 and our level of debt at year-end 2022 was the strongest in our Company’s history.
	●	Reinstatement of Stockholder Dividend. In October 2022, we reinstated a regular quarterly dividend for our stockholders and paid $0.20 per share of Class A Common Stock on November 29, 2022 and March 16, 2023.
	●	Acquisition of PBF Logistics. In November 2022, we acquired all the outstanding common units representing limited partner interests of PBFX that we did not already own, simplifying our corporate structure and eliminating administrative, compliance and cost burdens of running a separate public company.
	●	Stock Repurchase Program. In December 2022, our Board authorized a stock repurchase program pursuant to which the Company is authorized to repurchase up to $500 million of shares of Class A Common Stock. Through December 31, 2022, we repurchased $156.3 million of Class A Common Stock.

INVESTOR ENGAGEMENT THROUGH BOARD-LED PROGRAM

Since 2019, we have had an investor engagement program under the leadership of the Chair of our Nominating and Corporate Governance Committee that includes independent director participation 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 committee responsibilities	•  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 60% of the Board having served 5 years or less •  Continued to implement formal and thoughtful Board and committee succession plans •  Continued implementation of risk management framework, including enhanced reporting, management level governance committee structure, and escalation in processes in support of Board’s risk oversight		•  Introduced Board qualifications and experience matrix disclosures in 2019 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 2020 and 2022, enhanced Board disclosures to include gender, ethnic and racial diversity information as self-identified by Board members

Proxy Statement Summary

BOARD OVERVIEW

PBF’s business is managed under the direction of our Board. Our Board currently has ten members, nine of whom are independent directors and our Chairman of the Board and Chief Executive Officer, Thomas Nimbley. Effective December 31, 2022, Karen B. Davis, who served as the Chairperson of the Audit Committee, resigned from the Board to assume the role of the Company’s interim Chief Financial Officer. Robert Lavinia, who served on the Health, Safety and Environment Committee, also retired as a director of the Company effective December 31, 2022. Effective January 1, 2023, Lawrence Ziemba was appointed by the Board of Directors as an independent director and he serves on the Health, Safety and Environment Committee. Effective March 15, 2023, Georganne Hodges and Damian W. Wilmot were appointed as independent directors, respectively serving on the Audit Committee and the Nominating and Corporate Governance Committee.

During 2022, our Board held eight (8) meetings and each member of the Board participated in at least 75% of the meetings held while they were in office. All of the directors then in office participated in the 2022 Annual Meeting of Stockholders.

All current Board members standing for re-election are expected to attend the 2023 Annual Meeting. The following sets forth certain demographic information regarding the current members of the Board, each of whom is standing for re-election at the Annual Meeting:

2023 Board of Directors

Director Tenure		Director Independence
Director Age		Diversity
		50% Total Diversity

 

Proxy Statement Summary

EXECUTIVE COMPENSATION

At our 2022 Annual Meeting, our stockholders approved our named executive officer compensation with approximately 98.70% 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. In 2020, the Compensation Committee implemented a number of temporary changes to our compensation program, including temporarily reducing executive salaries, cash bonuses and long-term equity incentives, to align compensation with the Company’s performance in the pandemic-driven challenging macroeconomic environment for our industry and our Company. The Committee’s overall compensation philosophy and objectives remain unchanged and the Compensation Committee has continued to seek to align compensation with the prevailing environment, which significantly improved for the Company in 2022. The 2022 compensation earned by our named executive officers reflects the record-breaking financial milestones that we achieved and strong operational performance that we delivered across our business as described above under “Company Performance”.

At our 2022 Annual Meeting of Stockholders, our stockholders approved our named executive officers’ 2021 compensation with approximately 98.70% of the vote, an increase from the 95.4% stockholder support at our 2021 Annual Meeting. Stockholder engagement and the outcome of our annual Say-on-Pay vote will continue to inform our future compensation decisions. The Compensation Committee reviewed our compensation programs in 2022 to ensure pay for performance alignment and implement best practices. Specifically, in 2022, the Compensation Committee took the following actions, including recognizing the record-breaking financial milestones achieved and strong operational performance that executive leadership team delivered across our business:

2022 KEY COMPENSATION COMMITTEE ACTIONS

•    NEW MULTI-YEAR CASH BONUS PROGRAM INCLUDES FINANCIAL AND ESG PERFORMANCE METRICS •    REVISED PAYOUTS FOR 2022 PERFORMANCE AWARDS TO BETTER ALIGN PAY FOR PERFORMANCE IN THE EVENT PEER GROUP SIZE DECREASES

•    ENHANCED DISCLOSURE OF CASH BONUS PROGRAM METRICS, INCLUDING ACHIEVED RESULTS •    REFINED LONG-TERM INCENTIVE PROGRAM TO INCLUDE RESTRICTED STOCK IN CONJUNCTION WITH PERFORMANCE AWARDS •    INCREASED CEO STOCK OWNERSHIP REQUIREMENT TO 6X SALARY IN 2022

	●	New Multi-Year Cash Bonus Program Includes Financial and ESG Performance Metrics: In April 2022, the Compensation Committee approved a new three-year Cash Incentive Plan (“2022-2024 CIP”) effective for each fiscal year from 2022 to 2024. The 2022-2024 CIP continues to provide executives with a bonus opportunity as a percentage of their normal base salary based on predetermined financial (including Adjusted EBITDA), and environment, social and governance (“ESG”) metrics.
	●	Enhanced Disclosure of Cash Bonus Program Metrics: In 2022, the Company enhanced its disclosures regarding the cash bonus program to include the weighting of the performance measures and the threshold, target and maximum performance objectives as well as the achieved results.

Proxy Statement Summary

	●	Refined Long-Term Incentive Program to Re-Introduce Restricted Stock: In 2022, after a review of refining industry peer equity incentive programs, the Compensation Committee determined that time-based restricted stock should be re-introduced as part of the Company’s equity incentive program, with the decision as to whether restricted stock or stock options will be awarded in a given year to be determined based on a number of factors, including market practices and the Committee’s desired mix of equity incentives. The Compensation Committee determined that the 2022 long-term incentive program would consist of restricted stock (40%), performance share units (30%) and performance units (30%).
	●	Revised Performance Award Payouts to Better Align Pay for Performance in the Event Peer Group Size Decreases: In order to further improve alignment with stockholder interests, the Compensation Committee revised the forms of the performance award agreements to decrease the target payout opportunities where there are only six companies (including the Company) in the peer group.
	●	Increased Stock Ownership Requirement for CEO: In 2022, the Compensation Committee also implemented additional compensation best practices including increasing the stock ownership requirement for the CEO and adding features to the Equity Incentive Plan (as defined below) imposing a new one-year stock holding requirement for NEOs for stock options, stock appreciation rights and full-value awards.

Proxy Statement Summary

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

 

In addition to the key compensation actions described-above, 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 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 equity awards granted to NEOs in the event of a material financial restatement, regardless of whether due to fraud or misconduct

	What We Don’t Do
	No guaranteed minimum cash bonus payments to any of our executive officers No repricing of stock options No hedging or pledging or short selling of PBF Stock No excessive perquisites No excise tax gross-ups on any payments at a change of control		No individual supplemental executive retirement arrangements No liberal share recycling under the Equity Incentive Plan

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. Approximately 90% of Our Directors are Independent Nine of our ten current directors are, and assuming election of the ten director nominees at the Annual Meeting, nine out of ten of the directors will be independent. Lead Director 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 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 relating to our common stock. Stock Ownership and Stock Holding Requirements In October 2016, we adopted stock ownership guidelines for our officers and directors. All of our executive officers and all of our directors in 2022 met their stock ownership requirements. Effective 2022, there is 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 Transactions None of the directors or officers have been involved in any significant related party transactions.

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, which sets forth our current state of our ESG performance. In 2021, in addition to focusing on the safety and reliability of our core refining operations, we announced a potential project for a renewable fuels production facility intended to be co-located at the Chalmette refinery (the “Renewable Diesel Facility”). The project is expected to use certain idled assets, including an idle hydrocracker, along with a newly-constructed pre-treatment unit to establish a 20,000 barrel per day renewable diesel production facility. On February 16, 2023, we entered into definitive agreements to partner with Eni Sustainable Mobility to form a 50-50 joint venture,

Proxy Statement Summary

St. Bernard Renewables LLC, for the Renewable Diesel Facility. Upon consummation of the transaction, which is subject to customary closing conditions, including regulatory approvals, Eni Sustainable Mobility will contribute capital totaling $835 million plus up to additional $50 million that is subject to the achievement of eventual project milestones and will provide expertise in biorefining operations, supply and marketing. PBF brings its strong industrial know-how in the United States and, as the contributor of the biorefinery, will continue to manage project execution and serve as the operator once construction is complete. The Renewable Diesel Facility startup is scheduled in the first half of 2023 and the facility is currently targeted to have processing capacity of about 1.1 million tonnes/year of raw materials, with full pretreatment capabilities. It will produce 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 will use 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. As the project is still in development and the closing of the transaction is subject to certain conditions, there can be no assurance that the production facility will be completed or that the joint venture transaction will close.

PBF Energy is committed to conservation of energy, continuous reduction of waste generated at our facilities, and ensuring that each of its 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 and our results reflect the effectiveness of our environmental strategy.

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.

PBF Energy is dedicated to establishing a culture of diversity and inclusion where each employee is afforded the opportunity to excel and is valued for their unique background, experience, and point of view. Our commitment to this culture of inclusion is reflected in our recruiting efforts and the opportunities afforded to PBF Energy employees. For example, PBF Energy recently became a member of the Corporate Partnership Council of the Society of Women Engineers, which focuses on sharing best practices, addressing retention and advancement issues, and partnering on diversity initiatives. PBF Energy engineers have participated in the Corporate Partnership Council of the Society of Women Engineer’s annual conference.

PBF Energy is committed to the equal treatment of all people, regardless of race, creed, color, national origin, or economic level and 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, which touch upon business ethics and conduct; health, safety and environmental protection; and inclusion and diversity.

About PBF Energy

PBF Energy is a holding company whose primary asset is a controlling equity interest in PBF LLC. PBF LLC is a holding company for the companies that directly or indirectly own and operate our business. PBF Holding Company LLC (“PBF Holding”) is a wholly-owned subsidiary of PBF LLC and is the parent company for our refining operations. We own and operate six domestic oil refineries and related assets and 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 and Canada, and are able to ship products to other international destinations. We are the sole managing member of PBF LLC and operate and control all of the business and affairs of PBF LLC. We consolidate the financial results of PBF LLC and its subsidiaries and record a noncontrolling interest in our consolidated financial statements representing the economic interests of the members of PBF LLC other than PBF Energy.    

In 2022, as a result of our strong operating performance and favorable global market conditions for our products, our leadership team delivered record financial results that enabled us to strengthen our financial position and reward our stockholders. Our significant financial achievements in 2022 include:

2022 Key Financial Achievements

*

Adjusted EBITDA and net debt to capitalization are non-GAAP financial measures. For an explanation of how we use Adjusted EBITDA and net debt to capitalization and a reconciliation, please see “Non-GAAP Financial Measures” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Form 10-K.

 

•

Record Revenues, Net Income and Adjusted EBITDA. In 2022, we achieved record revenues of $46.8 billion in 2022, an increase of 71.8% from $27.3 billion in 2021, our net income increased to $2,972.8 million in 2022 from $315.5 million. In 2021, and our Adjusted EBITDA increased by over 900% from $467.4 million in 2021 to $4,775.7 million in 2022.

About PBF Energy

	•	Strengthened Liquidity and Financial Position Following Substantial Debt Reduction. We continued to be steadfast in our long-term commitment to maintaining a strong balance sheet. We ended 2022 with the strongest balance sheet in the history of our Company. As of December 31, 2022, our operational liquidity was more than $4.9 billion, including approximately $2.1 billion of cash, excluding cash at PBF Logistics LP (“PBFX”), and in excess of $2.8 billion of borrowing availability under our asset-based revolving credit facility. This compares with operational liuidity of approximately $2.4 billion at year-end 2021. We reduced our consolidated debt by $2.34 billion in 2022 and our level of debt at year-end 2022 was the strongest in our Company’s history.
	•	Reinstatement of Stockholder Dividend. In October 2022, we reinstated a regular quarterly dividend for our stockholders and paid $0.20 per share of Class A Common Stock on November 29, 2022 and March 16, 2023.
	•	Acquisition of PBF Logistics. In November 2022, we acquired all the outstanding common units representing limited partner interests of PBFX that we did not already own, simplifying our corporate structure and eliminating administrative, compliance and cost burdens of running a separate public company.
	•	Stock Repurchase Program. In December 2022, our Board authorized a stock repurchase program pursuant to which the Company is authorized to repurchase up to $500 million of shares of Class A Common Stock. Through December 31, 2022, we repurchased $156.3 million of Class A Common Stock.

PBF’S CORPORATE STRUCTURE

In December 2012, we completed an initial public offering (“IPO”) of our Class A Common Stock, which is listed on the NYSE. We have another class of common stock, Class B Common Stock, which has no economic rights but entitles the holder, without regard to the number of shares of Class B Common Stock held, to a number of votes on matters presented to our stockholders that is equal to the aggregate number of PBF LLC Series A Units held by such holder. The Class A Common Stock and the Class B Common Stock are referred to as our “common stock.” We were initially sponsored and controlled by funds affiliated with The Blackstone Group L.P., or Blackstone, and First Reserve Management, L.P., or First Reserve (collectively referred to as “our former sponsors”).

As of the March 13, 2023 record date, certain of our current and former executive officers, directors and employees and their affiliates beneficially owned 910,457 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “pre-IPO owners” of PBF LLC). Each of the pre-IPO owners of PBF LLC holds one share of Class B Common Stock entitling the holder to one vote for each PBF LLC Series A Unit they hold.

INFORMATION REGARDING THE BOARD OF DIRECTORS

PBF’s business is managed under the direction of our Board. Our Board currently has ten members, nine of whom are independent directors and our Chairman of the Board and Chief Executive Officer, Thomas Nimbley. As of December 31, 2022, our Board had nine (9) members, including our Chief Executive Officer, Thomas Nimbley. Effective December 31, 2022, Karen B. Davis, who served as the Chairperson of the Audit Committee, resigned from the Board to assume the role of the Company’s interim Chief Financial Officer. Robert Lavinia, who served on the Health, Safety and Environment Committee, also retired as a director of the Company effective December 31, 2022. Effective January 1, 2023, Lawrence Ziemba was appointed by the Board of Directors as an independent director and a member of the Health, Safety and Environment Committee. Effective March 15, 2023, Georganne Hodges and Damian W. Wilmot were appointed by the Board of Directors as independent directors, respectively serving on the Audit Committee and the Nominating and Corporate Governance Committee.

Our Board conducts its business through meetings of its members and its committees. During 2022, our Board held eight (8) meetings and each member of the Board participated in at least 75% of the meetings held while they were in office. All of the directors then in office participated in the Annual Meeting of Stockholders in 2022. All Board members standing for re-election are expected to attend the 2023 Annual Meeting.

The Board’s Audit Committee, Compensation Committee, Health, Safety and Environment Committee and Nominating and Corporate Governance Committee are composed entirely of directors who meet the independence requirements of the NYSE listing standards and any applicable regulations of the Securities and Exchange Commission, or the SEC.

About PBF Energy

INDEPENDENCE DETERMINATIONS

Under the NYSE’s listing standards, no director qualifies as independent unless the Board affirmatively determines that he or she has no material relationship with PBF. Based upon information requested from and provided by our directors concerning their background, employment, and affiliations, including commercial, banking, consulting, legal, accounting, charitable, and familial relationships, the Board has determined that, other than being a director and/or stockholder of PBF, each of the independent directors named below has either no relationship with PBF, either directly or as a partner, stockholder, or officer of an organization that has a relationship with PBF, or has only immaterial relationships with PBF, and is independent under the NYSE’s listing standards.

The Board has adopted categorical standards or guidelines, which are consistent with the NYSE listing standards to assist the Board in making its independence determinations regarding its directors. Under NYSE’s listing standards, immaterial relationships that fall within the guidelines are not required to be disclosed in this proxy statement. An immaterial relationship falls within the guidelines if it:

	•	is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;
	•	consists of charitable contributions, grants or endowments by PBF to an organization in which a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years;
	•	consists of charitable contributions, grants or endowments to any organization with which a director, or any member of a director’s immediate family, is affiliated as an officer, director, or trustee pursuant to a matching gift program of PBF and made on terms applicable to employees and directors; or is in amounts that do not exceed $1 million per year; and
	•	is not required to be, and it is not otherwise, disclosed in this proxy statement.

The Board has determined that all of the 2023 non-management director nominees meet the independence requirements of the NYSE listing standards as set forth in the NYSE Listed Company Manual: Spencer Abraham, Wayne Budd, Paul J. Donahue, Jr., S. Eugene Edwards, Georganne Hodges, Kimberly Lubel, George Ogden, Damian W. Wilmot and Lawrence Ziemba. Mr. Edwards serves as the Lead Director.

About PBF Energy

COMMITTEES OF THE BOARD

In 2022, PBF had and continues to have these standing committees of the Board:

	•	Audit Committee;
	•	Compensation Committee;
	•	Nominating and Corporate Governance Committee; and
	•	Health, Safety and Environment Committee (the “HS&E Committee”).

We have adopted a charter setting forth the responsibilities of each of the committees. The committee charters are available on our website at www.pbfenergy.com under the “Corporate Governance” tab in the “Investors” section. The members of each committee in 2022, including the Chairperson, as well as the number of meetings held in 2022 is set forth in the table below:

2022 Board Committees and Meetings

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Health, Safety and Environment Committee
Spencer Abraham
Wayne Budd
Karen Davis (1)
Paul Donahue, Jr.
S. Eugene-Edwards
Robert Lavinia (1)
Kimberly Lubel
George Ogden
# of Meetings Held in 2022	5	6	4	4

 Chairperson   Member

(1) Effective December 31, 2022, Ms. Davis and Mr. Lavinia ceased serving on the Board.

About PBF Energy

The members of each committee as of the date of this proxy statement, including the Chairperson, is set forth in the table below:

2023 Board Committees

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Health, Safety and Environment Committee
Spencer Abraham
Wayne Budd
Paul Donahue, Jr.
S. Eugene-Edwards
Georganne Hodges
Kimberly Lubel
George Ogden
Damian W. Wilmot
Lawrence Ziemba

Audit Committee

The Audit Committee reviews and reports to the Board on various auditing and accounting matters, including the quality, objectivity, and performance of our internal and external accountants and auditors, the adequacy of our financial controls, and the reliability of financial information reported to the public. In 2022, the members of the Audit Committee were Karen Davis (Chairperson), Paul Donahue, Jr. and George Ogden. Ms. Davis and Messrs. Donahue and Ogden were each determined by the Board to be an “Audit Committee financial expert” (as defined by the SEC). Currently, Messrs. Donahue and Ogden and Ms. Hodges serve on the Audit Committee along with Ms. Lubel, who was appointed as Chairperson of the Audit Committee effective January 1, 2023. Each member has been determined by the Board to be an “Audit Committee financial expert”.

In 2022, the Audit Committee met five (5) times and each meeting was attended by all of the members. The “Report of the Audit Committee for Fiscal Year 2022” appears in this proxy statement following the disclosures related to Proposal No. 2.

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.

The three members of the Compensation Committee are Spencer Abraham (Chairperson), Wayne Budd, and Kimberly Lubel. 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 2022, and as a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act.

About PBF Energy

In 2022, the Compensation Committee met six (6) times and the meetings were attended by all of the members. The “Compensation Committee Report” for Fiscal Year 2022 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 2022. the members of the Nominating and Corporate Governance Committee were Wayne Budd (Chairperson), Spencer Abraham, and S. Eugene Edwards. The Nominating and Corporate Governance Committee met four (4) times in 2022 and the meetings were attended by all members. The current members of the Nominating and Corporate Governance Committee are Messrs. Budd (Chairperson), Abraham, Edwards and Wilmot.

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. 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 support the Health, Safety and Environment and ESG, sustainability, innovation, and technology policies and programs of the Company. Kimberly Lubel is the Chairperson of the HS&E Committee and S. Eugene Edwards and Lawrence Ziemba are also members. In 2022, the Health, Safety and Environment Committee met four (4) times and the meetings were attended by all members.

BOARD REFRESHMENT

The Board is committed to striking a balance between retaining directors with deep knowledge of the Company and seeking fresh perspectives in its recruiting efforts. Our Board and individual director evaluation process supports this objective.

The Board has welcomed 6 of its 10 current directors since 2018. These new directors were deliberately selected for their relevant skill sets and their ability to guide our strategy, provide effective oversight and effectively represent our stockholders’ interests. The average tenure of our current directors is 4.7 years.

SELECTION OF DIRECTOR NOMINEES

The Nominating and Corporate Governance Committee solicits recommendations for Board candidates from a number of sources, including our directors, our officers and individuals personally known to the members of the Board. Each of Messrs. Ziemba and Wilmot and Ms. Hodges was appointed as a director by action of the Board of Directors following the recommendation of the Nominating and Corporate Governance Committee. In connection with these appointments, the Nominating and Corporate Governance Committee interviewed several diverse candidates recommended by members of the Board and management. The Nominating and Corporate Governance Committee will consider candidates submitted

About PBF Energy

by stockholders when submitted in accordance with the procedures described in this proxy statement under the caption “Miscellaneous– Stockholder Nominations and Proposals.” The Nominating and Corporate Governance Committee will consider all candidates identified through the processes described above and will evaluate each of them on the same basis. The level of consideration that the Nominating and Corporate Governance Committee will extend to a stockholder’s candidate will be commensurate with the quality and quantity of information about the candidate that the nominating stockholder makes available to the Nominating and Corporate Governance Committee.

Evaluation of Director Candidates

The Nominating and Corporate Governance Committee is charged with assessing the skills, characteristics and diversity of background and experience (including gender, race, ethnicity and age) that candidates for election to the Board should possess and with determining the composition of the Board as a whole. The assessments include qualifications under applicable independence standards and other standards applicable to the Board and its committees, as well as consideration of the skills, expertise and diversity that should be added to complement the composition and experience of the existing Board of Directors.

In evaluating each candidate, the Nominating and Corporate Governance Committee may consider among other factors it may deem relevant:

	•	whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with the Company, its management or their affiliates;
	•	whether or not the person serves on boards of, or is otherwise affiliated with, competing companies;
	•	whether or not the person is willing to serve as, and willing and able to commit the time necessary for the performance of the duties of, a director of the Company;
	•	the contribution that the person can make to the Board and the Company, with consideration being given to the person’s business and professional experience, education and such other factors as the Nominating and Corporate Governance Committee may consider relevant;
	•	the diversity in gender, ethnic background, and professional experience of a candidate; and
	•	the integrity, strength of character, independent mind, practical wisdom, and mature judgment of the person.

Based on this initial evaluation, the Nominating and Corporate Governance Committee will determine whether to interview a proposed candidate and, if warranted, will recommend that one or more of its members, other members of the Board, or senior management, as appropriate, interview the candidate. After completing this process, the Nominating and Corporate Governance Committee ultimately determines its list of nominees and submits the list to the full Board for consideration and approval.

About PBF Energy

Director Skills and Experience

In addition to the factors considered during the nominating process, the Nominating and Corporate Governance Committee has identified a number of key skills and areas of expertise it believes should be represented on the board for the reasons shows below:

Executive Leadership

Directors with prior experience in executive leadership positions bring the qualifications and skills to develop and oversee our strategy, to create and drive long-term value, and to identify, motivate, and retain individual leaders.

10 of 10 Directors

Strategy

Directors with a background in strategy bring a practical understanding of developing, implementing, and addressing our business strategy and development plan.

10 of 10 Directors

Public Company Governance

Directors who have served on other public company boards have experience overseeing and providing insight and guidance to management and bring critical knowledge of governance to our organization.

9 of 10 Directors

Industry Expertise

Directors with leadership and/or operational experience in industries relevant to our business bring practical understanding of our business and effective oversight of implementation of strategy.

9 of 10 Directors

Health, Safety, Environment, Corporate Governance and Social Responsibility

Directors with experience overseeing, operating, or advising on matters of the environment, sustainable energy, corporate and social responsibility, health, and safety provide effective oversight over these matters and support our commitment to social responsibility and creating long-term shared value with our stakeholders.

8 of 10 Directors

Government, Regulatory and Public Policy

Directors with experience or background relating to governmental, regulatory or public policy matters governmental affairs bring knowledge helpful to navigating complex regulatory frameworks.

7 of 10 Directors

Accounting and Audit

Financial and audit expertise, particularly knowledge of finance and financial reporting processes, is critical to understanding and evaluating our capital structure and overseeing the preparation of our financial statements and internal controls over financial reporting.

6 of 10 Directors

Risk Management

Directors with experience managing risk bring skills critical to the Board’s oversight of our risk assessment and risk management programs.

6 of 10 Directors

About PBF Energy

The following table sets forth additional criteria and more specific skills we use to evaluate nominees, as well as the qualifications of our director nominees:

	Director / Nominee
Skill, Experience and  Expertise	Spencer Abraham	Wayne Budd	Paul J. Donahue, Jr.	S. Eugene Edwards	Georganne Hodges	Kimberly Lubel	Thomas Nimbley	George Ogden	Damian W. Wilmot	Lawrence Ziemba
Finance
Risk Management
Accounting/Auditing
Capital Markets
CEO Experience
Legal
Strategy
Strategic Transactions (M&A)
Cybersecurity
Human Resources
Health, Safety and Environment
Corporate Governance and Social Responsibility
Executive Leadership
Regulatory/Public Policy
Industry Knowledge
Refining/Manufacturing
Logistics
Supply Chain
Energy
Public Board Experience

BOARD EVALUATIONS

Our Nominating and Corporate Governance Committee oversees an annual Board and committee self-evaluation process providing each member of the Board the opportunity to complete detailed surveys designed to assess the effectiveness of both the Board as a whole and each of its committees. The surveys seek feedback on, among other things, Board and committee composition and organization, the frequency and content of Board and committee meetings, the quality of management presentations to the Board and its committees, the Board’s relationship to senior management and the performance of the Board and its committees in light of the responsibilities of each body as established in our Corporate Governance Guidelines and the respective committee charters.

Our Chairman and CEO and Lead Director lead a discussion of survey results with all of the directors as a group, and each committee chair leads a discussion of committee results within a committee meeting setting. Our Nominating and Corporate Governance Committee believes this process, which combines the opportunity for each director to individually reflect on Board and committee effectiveness with a collaborative discussion on performance, provides a meaningful assessment tool and a forum for discussing areas for improvement.

BOARD LEADERSHIP STRUCTURE, LEAD DIRECTOR AND MEETINGS OF NON-MANAGEMENT
DIRECTORS

Following the retirement of our Executive Chairman in 2016, our Board of Directors determined that the most effective leadership structure at this time is to have a Chairman of the Board who is also the CEO. The Board may modify this structure in the future to ensure that the Board leadership structure for the Company remains effective and advances the best interests of our stockholders.

About PBF Energy

Our Board appoints a “Lead Director” whose responsibilities include leading the meetings of our non-management directors outside the presence of management. S. Eugene Edwards is currently our Lead Director. The Lead Director acts as the chair of all non-management director meetings sessions and is responsible for coordinating the activities of the other outside directors, as required by our Corporate Governance Guidelines and the NYSE listing standards. The Lead Director, working with committee chairpersons, sets agendas and leads the discussion of regular meetings of the Board outside the presence of management, provides feedback regarding these meetings to the Chairman, and otherwise serves as a liaison between the independent directors and the Chairman. The Lead Director is also responsible for receiving, reviewing, and acting upon communications from stockholders or other interested parties when those interests should be addressed by a person independent of management. The independent directors, to the extent not identical to the non-management directors, are required to meet in executive session as appropriate matters for their consideration arise, but, in any event, at least once a year. The agenda of these executive sessions includes such topics as the participating directors shall determine. Our independent directors typically meet in executive session prior to every Board meeting.

ENTERPRISE RISK OVERSIGHT

The Board considers oversight of PBF’s risk management efforts, including cyber security risks, to be a responsibility of the full Board. The Board’s role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to PBF, or to the success of a particular project or endeavor under consideration, including operational, financial, legal, regulatory, strategic, and reputational risks. The full Board (or the appropriate Board committee) receives reports from management to enable the Board (or committee) to assess PBF’s risk identification, risk management and risk mitigation strategies. When a report is vetted at the committee level, the chairperson of that committee thereafter reports on the matter to the full Board. This enables the Board and its committees to coordinate the Board’s risk oversight role. The Board also believes that risk management is an integral part of PBF’s annual strategic planning process, which addresses, among other things, the risks and opportunities facing PBF.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

All of PBF’s directors are subject to election each year at the annual meeting of stockholders. If elected at the Annual Meeting, all of the nominees for director listed below will serve a one-year term expiring at the 2024 Annual Meeting of Stockholders. On the proxy card, PBF has designated certain persons who will be voting the proxies submitted for the Annual Meeting and these persons will vote as directed by your proxy card. If your proxy card does not provide voting instructions, these persons will vote for the election of each of these nominees.

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

Under our bylaws, each director to be elected under this Proposal No. 1 must be elected by the vote of the majority of the votes cast “For” or “Against” the nominee. With respect to each nominee, the director must be elected by a majority vote, that means the number of shares voted “For” a director nominee must exceed 50% of the votes cast with respect to that nominee (with “abstentions” and “broker non-votes” not counted as votes cast either “for” or “against” that nominee’s election).

If a director is not elected by a majority vote, such director must promptly offer to tender his or her irrevocable resignation to the Board. The Nominating and Governance Committee, or such other committee designated by the Board, will recommend to the Board whether to accept or reject the resignation. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days following the date of the certification of the election results.

If any nominee is unavailable as a candidate at the time of the Annual Meeting, either the number of directors constituting the full Board will be reduced to eliminate the resulting vacancy, or the persons named as proxies will use their best judgment in voting for an alternative nominee.

2023 Board of Directors

Director Tenure		Director Independence
Director Age		Diversity
		50% Total Diversity

 

INFORMATION CONCERNING NOMINEES AND DIRECTORS

Our directors, each of whom is a nominee for election as a director at the Annual Meeting, are listed in the following table. The table sets forth certain information regarding our directors as of the date of this proxy statement. If elected, each director will hold office until a successor is elected and qualified or until his or her earlier death, resignation or removal.

Proposal No. 1 – Election of Directors

THOMAS J. NIMBLEY Chairman of the Board and Chief Executive Officer Age: 71 Director Since: 2014	Biography: Mr. Nimbley has served as Chairman of the Board since June 30, 2016. He has served as our Chief Executive Officer since June 2010 and was our Executive Vice President, Chief Operating Officer from April 2010 through June 2010. In his capacity as PBF Energy Inc.’s Chief Executive Officer, Mr. Nimbley also serves as a director and the Chief Executive Officer of certain of our subsidiaries, including PBF GP, the general partner of PBFX. 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: 70 Director Since: 2012 Committees: •  Compensation Committee (Chair) •  Nominating and Corporate Governance Committee	Biography: Mr. Abraham was a director of PBF LLC from August 2012 to February 2013 and a director of Holding from August 2012 to October 2012. He is the Chairperson of our Compensation Committee and a member of our Nominating and Corporate Governance Committee. 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. From May 2005 to May 2020, Mr. Abraham served as a director of Occidental Petroleum Corporation, where he was a member of the Compensation Committee and the HSE Committee. He is the Chairman of the Board of Uranium Energy Corporation and a director of Emissions Reduction Corp. He was previously a director of ICx Technologies, non-executive Chairman of Areva Inc., a member of the board of C3 IoT. and a board member 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.

Proposal No. 1 – Election of Directors

WAYNE BUDD Director Age: 81 Director Since: 2014 Committees: •  Nominating and Corporate Governance Committee (Chair) •  Compensation Committee

Biography: Mr. Wayne Budd has served as a director of PBF Energy since February 2014 and he has served as the Chairperson of our Nominating and Corporate Governance Committee since April 2014 and as a member of the Compensation Committee since May 2017. He has over 50 years of legal experience in the public and private sectors, and since 2004 is a Senior Counsel of Goodwin Procter LLP. Prior to that, Mr. Budd served as a Senior Executive Vice President and General Counsel and a Director of John Hancock Financial Services Inc. from 2000 to 2004. Mr. Budd served as Group President, New England, of Bell Atlantic Corporation (now Verizon Communications Inc.) from 1996 to 2000. He served as a Senior Partner at Goodwin Procter LLP from 1993 to 1996. Mr. Budd also served on the U.S. Sentencing Commission, from 1994 to 1997, which he was appointed to by President Bill Clinton. From 1992 to 1993, Mr. Budd served as an Associate Attorney General of the United States, overseeing the Civil Rights, Environmental, Tax, Civil and Anti-Trust Divisions at the Department of Justice, as well as the Bureau of Prisons. From 1989 to 1992, he was the United States Attorney for the District of Massachusetts. Mr. Budd previously served as a director of Tosco and Premcor and as a director of McKesson Corporation, where he was a member of the Audit and Governance Committees. He is the past Chairman of the National Board of the American Automobile Association and formerly served as a director of the American Automobile Association of Southern New England. Mr. Budd earned a bachelor’s degree from Boston College and a Juris Doctor from Wayne State University Law School. Qualifications: Mr. Budd’s extensive legal experience and board membership with public entities, including in the refining sector, provides our Board with a beneficial perspective and insight and, for these reasons, PBF Energy believes Mr. Budd is a valuable member of its Board of Directors.

PAUL J. DONAHUE, JR. Director Age: 58 Director Since: 2022 Committees: •  Audit Committee

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. 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.

Proposal No. 1 – Election of Directors

S. EUGENE EDWARDS Director Age: 67 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: 57 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 2023. 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 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. Since 2021, she has served as a member of the board of directors of Transalta Renewables Inc., where she is 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.

Proposal No. 1 – Election of Directors

KIMBERLY S. LUBEL Director Age: 58 Director Since: 2017 Committees: •  Audit Committee (Chair) •  HS&E Committee (Chair) •  Compensation Committee

Biography: Ms. Lubel joined the PBF Energy board in August 2017 and has been the Chairperson of our Audit Committee since January 2023, the Chairperson of the HS&E Committee since October 1, 2021 and a member of the HS&E Committee since October 2017 and a member of the Compensation Committee since May 2019. 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 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 Nominating and Governance Committee. Since May 2021, she has served on the board of Westlake Corporation, where she is a member of the Audit, Compensation, Nominating and Governance and Corporate Risk 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, Nominating and Governance and Audit Committees. She previously served as an independent director of WPX Energy, Inc., where she was a member of the Nominating and Corporate Governance 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.

GEORGE E. OGDEN Director Age: 80 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 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.

Proposal No. 1 – Election of Directors

DAMIAN W. WILMOT Director Age: 47 Director Since: 2023 Committees: •  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. Mr. Wilmot serves as the SVP, Chief Risk and Compliance Officer at Vertex Pharmaceuticals Incorporated, where he is responsible for leading and managing the Global Compliance, Business Continuity & Resilience, Privacy, Records Information Management, Global Litigation & Enterprise Risk Management and Quality Assurance organizations. He also leads 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, 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. 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 ZIEMBA Director Age: 67 Director Since: 2023 Committees: •  HS&E Committee	Biography: Mr. Ziemba has served as a director of PBF Energy and a member of our HS&E Committee since January 1, 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 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table describes each person, or group of affiliated persons, known to be a beneficial owner of more than 5% of our Class A Common Stock as of the record date, March 13, 2023 and is based solely upon reports filed by such persons with the SEC.

Name and Address of Beneficial Owner	Common Stock Beneficially Owned
	Number	%
BlackRock, Inc. (1) 55 East 52nd Street  New York, New York 10055	13,362,872	10.4
The Vanguard Group (2) 100 Vanguard Blvd.  Malvern, PA 19355	12,526,420	8.98
Carlos Slim Helú, et al. (3) Paseo de las Palmas 736, Colonia Lomas de Chapultepec, Ciudad de Mexico, Mexico,11000 Control Empresarial (3) Paseo de las Palmas 781, Piso 3, Colonia Lomas de Chapultepec, Seccion III, Miguel Hidalgo, Ciudad de Mexico, Mexico, 11000 Carso Energy Corp. (3) 900 Avenue S Grand Prairie, TX 75050	12,270,998	8.8

(1)

Blackrock, Inc. amounts are derived from a Schedule 13G/A filed with the SEC on March 8, 2023. Blackrock, Inc. filed on behalf of itself and its subsidiaries, BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited and BlackRock Fund Advisors (collectively, “Blackrock”). Blackrock has sole voting power with respect to 13,053,996 shares and sole dispositive power with respect to all of the reported shares.

(2)

The Vanguard Group amounts are derived from a Schedule 13G/A filed with the SEC on February 9, 2023. The Vanguard Group does not have sole voting power with respect to any shares and has shared voting power with respect to 122,257 shares, sole dispositive power with respect to 12,310,427 shares and shared dispositive power with respect to 215,993 shares.

(3)

Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”), Control Empresarial (as defined below), and Carso Energy Corp. amounts are derived from a Schedule 13G/A filed with the SEC on February 13, 2023. The Slim Family are beneficiaries of a Mexican trust that in turn owns all of the issued and outstanding voting equity securities of Control Empresarial de Capitales S.A. de C.V. (“Control Empresarial”). Control Empresarial, a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), is a holding company with portfolio investments in various companies. Carso Energy Corp., a corporation organized under the laws of Delaware, is a holding company with portfolio investments in various companies in the oil and gas and electricity industries. Carso Energy Corp. is a wholly-owned subsidiary of Carso Electric, S.A. de C.V, a wholly-owned subsidiary of Carso Energy, S.A. de C.V., a subsidiary of Grupo Carso, S.A.B. de C.V. (“Grupo Carso”). The members of the Slim Family are beneficiaries of a Mexican trust that controls Grupo Carso. The Slim Family, Control Empresarial and Carso Energy Corp. have shared voting and dispositive power with respect to all of the shares.

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table presents information as of March 13, 2023, the record date, regarding common stock beneficially owned (or deemed to be owned) by each nominee for director and each director as of such date, each executive officer named in the Summary Compensation Table that is currently an executive officer, and all directors and executive officers of PBF as a group. Georganne Hodges and Damian W. Wilmot became directors on March 15, 2023 and are nominees for directors. Neither beneficially owned any shares of Class A Common Stock as of March 13, 2023. No executive officer, director, or nominee for director beneficially owns any class of equity securities of PBF Energy other than common stock. None of the shares listed below are pledged as security. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The percentage of PBF Energy common stock beneficially owned is based on the shares of Class A Common Stock and Class B Common Stock outstanding. The business address for each of the following persons is One Sylvan Way, Second Floor, Parsippany, New Jersey 07054.

Name	Number of Shares of Common Stock Beneficially Owned	Percent of Common Stock Owned (%)
Thomas Nimbley (1)	2,980,083	2.3%
Matthew Lucey (2)	1,070,819	*
Karen B. Davis (3)	54,235	*
T. Paul Davis (4)	579,683	*
Thomas O’Connor (5)	699,043	*
Trecia M. Canty (6)	600,978	*
Spencer Abraham (7)	52,211	*
Wayne Budd (8)	46,957	*
Paul J. Donahue, Jr. (9)	8,845	*
S. Eugene Edwards (10)	47,409	*
Kimberly Lubel (11)	33,206	*
George Ogden (12)	34,032	*
Lawrence Ziemba (13)	3,019	*
All directors and executive officers as a group (16 persons) (14)	6,698,110	5.3%

*	Represents less than 1%.

(1)

Consists of (a) 493,752 shares of Class A Common Stock held directly by Mr. Nimbley; (b) 64,164 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; (c) 675,000 PBF LLC Series A Units; and (d) 1,747,167 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(2)

Consists of (a) 148,319 shares of Class A Common Stock held directly by Mr. Lucey; (b) 27,706 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; (c) 69,198 PBF LLC Series A Units; and (d) 825,596 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding warrants and options, respectively.

(3)	Consists of (a) 32,766 shares of Class A Common Stock held directly by Ms. Davis and (b) 21,429 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting.

(4)

Consists of (a) 44,126 shares of Class A Common Stock held directly by Mr. Davis; (b) 24,017 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; and (c) 511,540 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(5)

Consists of (a) 93,486 shares of Class A Common Stock held directly by Mr. O’Connor; (b) 24,017 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; and (c) 581,540 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(6)

Consists of (a) 52,422 shares of Class A Common Stock held directly by Ms. Canty; (b) 24,017 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; and (c) 524,539 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(7)	Consists of (a) 38,818 shares of Class A Common Stock held directly by Mr. Abraham; (b) 12,875 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer; and (c) 5,518 PBF LLC Series A Units.

 

Security Ownership of Management and Directors

(8)	Consists of (a) 33,950 shares of Class A Common Stock held directly by Mr. Budd; and (b) 13,007 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer.

(9)	Consists of (a) 1,696 shares of Class A Common Stock held directly by Mr. Donahue; and (b) 7,149 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer.

(10)	Consists of (a) 33,508 shares of Class A Common Stock held directly by Mr. Edwards; and (b) 13,901 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer.

(11)	Consists of (a) 19,305 shares of Class A Common Stock held directly by Ms. Lubel; and (b) 13,901 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer.

(12)	Consists of (a) 21,307 shares of Class A Common Stock held directly by Mr. Ogden; and (b) 12,995 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer.

(13)	Consists of (a) 1,274 shares of restricted Class A Common Stock held directly by Mr. Ziemba; and (b) 1,745 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer.

(14)

Consists of (a) 1,117,167 shares of Class A Common Stock held directly by directors and officers; (b) 75,573 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer; (c) 259,315 shares of restricted Class A Common Stock that are entitled to vote and that do not receive current dividends and are subject to vesting; (d) 10,191 shares of Class A Common Stock held by retirement accounts; (e) 809,516 PBF LLC Series A Units; and (f) an aggregate of 2,400 PBF LLC Series A Units and 4,423,948 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding warrants and options, respectively.

 

EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY

Our fiscal 2022 executive compensation program, described in the section titled “Compensation Discussion & Analysis” that follows, aligns compensation with management’s execution of the Company’s most important financial and strategic objectives.

Our executive compensation program reflects our compensation philosophy that executive pay should be heavily weighted towards variable and at-risk compensation to ensure that management’s pay is directly tied to key results and stockholder value creation. Specifically, our executive program is designed to achieve the following objectives:

●	Pay for Performance – Establish a performance-based program that rewards the achievement of financial and non-financial goals;

●	Stockholder Alignment – Align the financial interests of our executives with stockholder returns;

●	Focus on Long-Term Success – Reward executives for long-term strategic management and stockholder value enhancement; and

●	Quality of Talent – Offering competitive compensation in order to retain key talent whose abilities are considered essential to our long-term success.

Our stockholders have continued to express very strong support for our compensation philosophy and programs, with 98.7% of the votes cast at the 2022 Annual Meeting in support of executive compensation, an increase from the 95.4% support at the 2021 Annual Meeting. Although we have interpreted these results as an endorsement of our compensation program’s design, in 2022, the Compensation Committee continued its multi-year track record of making changes to our compensation program to further enhance the rigor of the program’s structure and strengthen pay and performance alignment. In 2020 and 2021, the Compensation Committee implemented a number of temporary changes to our compensation program, including temporarily reducing executive salaries, cash bonuses and long-term equity incentives, to align compensation with the Company’s performance in the pandemic-driven challenging macroeconomic environment for our industry and our Company. The Committee’s overall compensation philosophy and objectives remain unchanged and the Compensation Committee has continued to seek to align compensation with the prevailing environment, which significantly improved for the Company in 2022. The changes made by the Compensation Committee in 2022 are summarized below in the section titled “2022 Key Compensation Committee Actions”.

Throughout 2022, the Company’s executive team continued to drive PBF’s strategy and execute key objectives for the recovery of our business coming out of the pandemic as described in detail below and delivered record financial results that enabled us to strengthen our financial position and reward our stockholders as a result of our strong operating performance in favorable global market conditions for our products. For fiscal year 2022, the performance-based compensation earned by our named executive officers reflects these significant financial achievements that are driving long-term value creation for our stockholders:

Executive Compensation

2022 Key Financial Achievements 

*

Adjusted EBITDA and net debt to capitalization are non-GAAP financial measures. For an explanation of how we use Adjusted EBITDA and net debt to capitalization and a reconciliation, please see “Non-GAAP Financial Measures” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Form 10-K.

 

•

Record Revenues, Net Income and Adjusted EBITDA. In 2022, we achieved record revenues of $46.8 billion in 2022, an increase of 71.8% from $27.3 billion in 2021, our net income increased to $2,972.8 million in 2022 from $315.5 million in 2021, and our Adjusted EBITDA increased by over 900% from $467.4 million in 2021 to $4,775.7 million in 2022.

 

•

Strengthened Liquidity and Financial Position Following Substantial Debt Reduction. We continued to be steadfast in our long-term commitment to maintaining a strong balance sheet. We ended 2022 with the strongest balance sheet in the history of our Company. As of December 31, 2022, our operational liquidity was more than $4.9 billion, including approximately $2.1 billion of cash, excluding cash at PBF Logistics LP (“PBFX”), and in excess of $2.8 billion of borrowing availability under our asset-based revolving credit facility. This compares with operational liquidity of approximately $2.4 billion at year-end 2021. We reduced our consolidated debt by $2.34 billion in 2022 and our level of debt at year-end 2022 was the strongest in our Company’s history.

 

•

Reinstatement of Stockholder Dividend. In October 2022, we reinstated a regular quarterly dividend for our stockholders and paid $0.20 per share of Class A Common Stock on November 29, 2022 and March 16, 2023.

 

•

Acquisition of PBF Logistics. In November 2022, we acquired all the outstanding common units representing limited partner interests of PBFX that we did not already own, simplifying our corporate structure and eliminating administrative, compliance and cost burdens of running a separate public company.

 

•

Stock Repurchase Program. In December 2022, our Board authorized a stock repurchase program pursuant to which the Company is authorized to repurchase up to $500 million of shares of Class A Common Stock. Through December 31, 2022, we repurchased $156.3 million of Class A Common Stock.

 

Executive Compensation—Compensation Discussion and Analysis

COMPENSATION COMMITTEE REPORT

The following Compensation Committee Report is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of PBF’s filings under the Securities Act or the Exchange Act, respectively, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with management. Based on the foregoing review and discussions and such other matters the Compensation Committee deemed relevant and appropriate, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee:

Spencer Abraham, Chairperson
Wayne Budd
Kimberly Lubel

Executive Compensation—Compensation Discussion and Analysis

EXECUTIVE COMPENSATION TABLES

2022 SUMMARY COMPENSATION TABLE

This Summary Compensation Table summarizes the total compensation paid or earned by each of our named executive officers.

Named Executive Officer		Year		Salary ($)		Bonus ($)			Stock Awards ($) (1)(2)		Options Awards ($) (3)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value And Nonqualified Deferred Compensation Earnings ($) (5)		All Other Compensation ($) (6)		Total ($)
Thomas J. Nimbley Chief Executive Officer		2022		1,500,000		4,624,500	(4)		6,181,012		—		—		594,043		205,225		13,104,780
		2021		1,416,667		900,000			2,798,091		1,672,062		—		345,645		161,750		7,294,215
		2020		875,000		—			1,748,093		1,589,097		—		554,048		172,288		4,938,526
Matthew C. Lucey President		2022		670,000		2,231,610	(4)		2,765,573		—		—		104,689		161,244		5,933,116
		2021		650,000		390,000			1,292,789		716,854		—		121,394		121,913		3,292,950
		2020		487,500		—			782,662		663,146		—		281,240		136,575		2,351,393
C. Erik Young Former Senior Vice President, Chief Financial Officer		2022		562,159		1,620,704			189,750		—		—		231,260		139,253		2,743,126
		2021		565,000		339,000			1,172,552		660,864		—		90,743		120,494		2,948,653
		2020		423,750		—			684,972		585,599		—		210,330		133,163		2,037,814
T. Paul Davis SVP-Supply, Trading and Optimization		2022		553,750		2,196,461	(4)		2,389,735		—		—		183,425		139,253		5,462,624
		2021		537,500		322,500			1,115,493		622,823		—		107,171		99,869		2,805,356
		2020		403,125		—			630,594		531,221		—		193,229		110,100		1,868,269
Thomas O’Connor SVP-Commodity Risk and Strategy		2022		553,750		2,196,461	(4)		2,389,735		—		—		146,776		128,253		5,414,975
		2021		537,500		322,500			1,115,493		622,823		—		80,706		107,619		2,786,641
		2020		403,125		—			630,594		531,221		—		183,493		120,100		1,868,533
Trecia M. Canty SVP- General Counsel		2022		553,750		2,196,461	(4)		2,389,735		—		—		160,674		128,253		5,428,873

(1)

The amounts set forth in this column represent the grant date value of shares of restricted Class A Common Stock, which are subject to vesting in three equal installments beginning on the first anniversary of the date of grant and phantom units of PBF Logistics LP, which vested in connection with Company’s acquisition of PBF Logistics LP. The Stock Awards column also includes the grant date fair value of performance share units, which will be settled in Class A Common Stock and performance units, which will be settled in cash. The value realized by the officers upon the actual vesting of these awards may or may not be equal to this determined value, as these awards are subject to market conditions and have been valued based on an assessment of the market conditions as of the grant date. The amounts have been determined pursuant to FASB ASC Topic 718, as applicable, based on the assumptions set forth in Note 16 to the PBF Energy Inc. consolidated financial statements for the year ended December 31, 2022.

(2)

The maximum value of the performance share units granted in 2022 upon vesting, excluding dividend equivalents, as of December 31, 2022, in equivalent dollars, would be as follows: for Mr. Nimbley, $3,132,393; for Mr. Lucey, $1,352,591; and for Messrs. Davis and O’Connor and Ms. Canty, $1,172,507. The maximum value of the performance units upon vesting, as of December 31, 2022, would be as follows: for Mr. Nimbley, $6,297,228; for Mr. Lucey, $2,719,120; and for Messrs. O’Connor and Davis and Ms. Canty, $2,357,142.

(3)

The amounts set forth in this column represent the grant date fair value of options for the purchase of Class A Common Stock. The grant date fair value was calculated pursuant to FASB ASC Topic 718 based on the assumptions set forth in Note 16 to the PBF Energy Inc. consolidated financial statements for the year ended December 31, 2022.

(4)

The amounts set forth include the special cash bonuses granted on December 29, 2022 to Messrs. Nimbley and Lucey, $300,000; and Messrs. O’Connor and Davis and Ms. Canty, $600,000.

(5)

The amounts set forth in this column represent the aggregate change during the year in the actuarial present value of accumulated benefits under the PBF Energy Pension Plan and the PBF Energy Restoration Plan.

(6)

The amounts set forth in this column consist of Company matching contributions to our 401(k) Plan, voluntary medical exam benefit and dividend equivalent rights.

Executive Compensation Tables

GRANTS OF PLAN-BASED EQUITY AWARDS IN 2022

The following table provides information regarding the grants of plan-based equity awards to each of our named executive officers for the fiscal year ended December 31, 2022.

				Estimated future payout under cash-based equity incentive plan awards (1)						Estimated future payouts under equity incentive plan awards (2)						All Other Stock Awards Number if Shares or Units (#) (3)		All Other Option Awards Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair value of Stock and Option Awards ($) (4)
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)
Thomas J. Nimbley		April 25, 2022														20,000						303,600
		December 2, 2022														64,164						2,350,969
		December 2, 2022		—		3,148,614		6,297,228														1,763,224
		December 2, 2022								—		38,406		76,812								1,763,219
Matthew C. Lucey		April 25, 2022														15,000						227,700
		December 2, 2022														27,706						1,015,148
		December 2, 2022		—		1,359,560		2,719,120														761,354
		December 2, 2022								—		16,584		33,168								761,371
C. Erik Young		April 25, 2022														12,500						189,750
T. Paul Davis		April 25, 2022														12,500						189,750
		December 2, 2022														24,017						879,983
		December 2, 2022		—		1,178,571		2,357,142														660,000
		December 2, 2022								—		14,376		28,752								660,002
Thomas O’Connor		April 25, 2022														12,500						189,750
		December 2, 2022														24,017						879,983
		December 2, 2022		—		1,178,571		2,357,142														660,000
		December 2, 2022								—		14,376		28,752								660,002
Trecia M. Canty		April 25, 2022														12,500						189,750
		December 2, 2022														24,017						879,983
		December 2, 2022		—		1,178,571		2,357,142														660,000
		December 2, 2022								—		14,376		28,752								660,002

(1)

The amounts set forth in these columns represent the target and maximum payout of the number of performance units granted to the named executive officers based on the target value of the performance units divided by the Monte-Carlo value of the performance units on the date of grant, which was $0.56. The payout of the performance units is contingent on our achievement of relative TSR against a defined performance peer group over the performance cycle. Actual payouts will vary based on relative TSR, from a threshold vesting of none of the units, to a target vesting of 100% of the units, to a maximum vesting of 200% of the units at the date of grant. The performance units have a target value of $1.00 per unit and, if earned upon vesting, are settled in cash.

(2)

The amounts set forth in these columns represent the performance share units granted to the named executive officers under the Amended and Restated 2017 Equity Incentive Plan. The payout of the performance share units is contingent on our achievement of relative TSR against a defined performance peer group over the performance cycle. Actual payouts will vary based on relative TSR, from a threshold vesting of none of the units, to a target vesting of 100% of the units, to a maximum vesting of 200% of the units at the date of grant. The performance share units are denominated as an equivalent of one share of our common stock and, if earned upon vesting, are settled in our Class A Common Stock.

(3)

The amounts set forth in this column represent the phantom units of PBF Logistics LP granted to the named executive officers under the PBFX LTIP and restricted shares of Class A Common Stock granted under the Amended and Restated 2017 Equity Incentive Plan.

(4)

The amounts set forth in this column represent the total grant date fair value of the phantom units of PBF Logistics LP, restricted shares of Class A Common Stock, performance share units and performance units for each of the named executive officers, calculated in accordance with FASB ASC Topic 718.

Executive Compensation Tables

OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2022. For a narrative discussion of the equity awards, see “Long-Term Incentive Compensation” above.

		Option Awards (1)										Equity Awards (2)
												Restricted Stock				Performance Share Units and Performance Units
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)			Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Thomas J. Nimbley		100,000			—			$38.70		2/19/2023		64,164	(6)	2,616,608		38,406	(7)		1,566,197
		100,000			—			$26.08		10/29/2023						66,954	(8)		2,743,775
		50,000			—			$24.43		10/29/2024						88,776	(9)		3,638,040
		250,000			—			$30.89		10/27/2025						3,148,614	(10)		3,148,614
		200,000			—			$21.38		10/25/2026						2,612,589	(11)		2,612,589
		200,000			—			$28.67		10/30/2027						1,557,937	(12)		1,557,937
		368,139			—			$40.65		10/30/2028
		195,047			65,016	(3)		$32.71		10/29/2029
		227,339			113,669	(4)		$  6.72		11/9/2030
		56,642			113,283	(5)		$13.91		11/18/2031
Matthew C. Lucey		50,000			—			$24.75		2/11/2024		27,706	(6)	1,129,851		16,584	(7)		676,296
		50,000			—			$24.43		10/29/2024						28,705	(8)		1,176,331
		120,000			—			$30.89		10/27/2025						37,062	(9)		1,518,801
		120,000			—			$21.38		10/25/2026						1,359,560	(10)		1,359,560
		120,000			—			$28.67		10/30/2027						1,120,091	(11)		1,120,091
		167,298			—			$40.65		10/30/2028						650,406	(12)		650,406
		79,105			26,368	(3)		$32.71		10/29/2029
		94,909			47,455	(4)		$  6.72		11/9/2030
		24,284			48,567	(5)		$13.91		11/18/2031
C. Erik Young		20,000	(13)		—			$24.43		10/29/2024
		120,000	(13)		—			$30.89		10/27/2025
		110,000	(13)		—			$21.38		10/25/2026
		110,000	(13)		—			$28.67		10/30/2027
		150,309	(13)		—			$40.65		10/30/2028
		70,126	(13)		23,375	(14)		$32.71		10/29/2029
		83,777	(13)		41,888	(14)		$  6.72		11/9/2030
		22,387	(13)		44,774	(14)		$13.91		11/18/2031

Executive Compensation Tables

		Option Awards (1)									Equity Awards (2)
											Restricted Stock / Phantom Units				Performance Share Units and Performance Units
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)			Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
T. Paul Davis		50,000		—			$24.43		10/29/2024		24,017	(6)	979,413		14,376	(7)		586,253
		100,000		—			$30.89		10/27/2025						24,940	(8)		1,022,041
		100,000		—			$28.67		10/30/2027						29,677	(9)		1,216,163
		139,374		—			$40.65		10/30/2028						1,178,571	(10)		1,178,571
		63,070		21,023	(3)		$32.71		10/29/2029						973,160	(11)		973,160
		37,998		37,999	(4)		$  6.72		11/9/2030						520,804	(12)		520,804
		21,098		42,197	(5)		$13.91		11/18/2031
Thomas O’Connor		50,000		—			$27.39		9/4/2024		24,017	(6)	979,413		14,376	(7)		586,253
		50,000		—			$24.43		10/29/2024						24,940	(8)		1,022,041
		120,000		—			$30.89		10/27/2025						29,677	(9)		1,216,163
		100,000		—			$28.67		10/30/2027						1,178,571	(10)		1,178,571
		139,374		—			$40.65		10/30/2028						973,160	(11)		973,160
		63,070		21,023	(3)		$32.71		10/29/2029						520,804	(12)		520,804
		37,998		37,999	(4)		$  6.72		11/9/2030
		21,098		42,197	(5)		$13.91		11/18/2031
Trecia M. Canty		10,000		—			$24.75		2/11/2024		24,017	(6)	979,413		14,376	(7)		586,253
		15,000		—			$29.00		2/10/2025						24,940	(8)		1,022,041
		100,000		—			$30.89		10/27/2025						29,677	(9)		1,216,163
		62,999		—			$21.38		10/25/2026						1,178,571	(10)		1,178,571
		75,000		—			$28.67		10/30/2027						973,160	(11)		973,160
		139,374		—			$40.65		10/30/2028						520,804	(12)		520,804
		63,070		21,023	(3)		$32.71		10/29/2029
		37,998		37,999	(4)		$  6.72		11/9/2030
		21,098		42,197	(5)		$13.91		11/18/2031

(1)

The awards described in this column represent options to purchase Class A Common Stock as described in “Compensation Discussion & Analysis.”

(2)

The awards described in this column represent restricted Class A Common Stock. The value is based on the closing price of $40.78 per share of Class A Common Stock on December 31, 2022.

(3)

Represents options to purchase Class A Common Stock, which vest on October 29, 2023.

(4)

Represents options to purchase Class A Common Stock, which vest on November 9, 2023.

(5)

Represents options to purchase Class A Common Stock, which vest in two equal annual installments beginning on November 18, 2023.

(6)

Represents shares of restricted Class A Common Stock, which vest in three equal annual installments beginning on December 2, 2023.

(7)

This amount represents the number of outstanding share-based performance share units granted in 2022, which have a performance period of January 1, 2023 to December 31, 2025. The 2022 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2022. Market Value shown reflects a target payout (assumed) for the single three-year performance period using the December 31, 2022 closing stock price of $40.78.

(8)

This amount represents the number of outstanding share-based performance share units granted in 2021, which have a performance period of January 1, 2022 to December 31, 2024. The 2022 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2022. Market Value shown reflects a target payout (assumed) for the single three-year performance period using the December 31, 2022 closing stock price of $40.78.

Executive Compensation Tables

(9)

This amount represents the number of outstanding share-based performance share units granted in 2020, which have a performance period of January 1, 2021 to December 31, 2023. The 2022 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2022. Market Value shown reflects a target payout (assumed) for the single three-year performance period using the December 31, 2022 closing stock price of $40.78.

(10)

This amount represents the number of outstanding performance units granted in 2022, which have a performance period of January 1, 2023 to December 31, 2025. The 2021 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2022. Market Value shown reflects a target payout (assumed) using a target value of $1.00 per unit payable in cash at the end of the single three-year performance period.

(11)

This amount represents the number of outstanding performance units granted in 2021, which have a performance period of January 1, 2022 to December 31, 2024. The 2021 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2022. Market Value shown reflects a target payout (assumed) using a target value of $1.00 per unit payable in cash at the end of the single three-year performance period.

(12)

This amount represents the number of outstanding performance units granted in 2020, which have a performance period of January 1, 2021 to December 31, 2023. The estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2022. Market Value shown reflects a target payout (assumed) using a target value of $1.00 per unit payable in cash at the end of the single three-year performance period.

(13)

Represents options to purchase Class A Common Stock that were vested as of Mr. Young’s End Date and will expire four months thereafter.

(14)

Represents options to purchase Class A Common Stock that were unvested as of Mr. Young’s End Date and will continue to vest pursuant to the consulting agreement in accordance with the original vesting terms as long as the consulting agreement remains in effect.

Executive Compensation Tables

OPTION EXERCISES AND STOCK VESTED IN 2022

The following table provides information regarding the amounts received by our named executive officers upon exercise of options or similar instruments or the vesting of stock or similar instruments during the fiscal year ended December 31, 2022. The table also includes information regarding the vesting of phantom units received by our named executive officers from PBF Logistics LP.

	Option Awards							Stock Awards
Name	Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)			Number of Shares Acquired on Exercise (#)			Value Realized on Vesting ($)
Thomas J. Nimbley	50,000	(1)			1,007,000	(1)		5,000	(2)		80,750	(2)
								5,000	(3)		100,775	(3)
								5,000	(3)		110,725	(3)
								5,000	(4)		119,300	(4)
								5,000	(5)		128,775	(5)
								10,000	(5)		230,900	(5)
								15,000	(5)		337,350	(5)
								20,000	(5)		425,800	(5)
Matthew C. Lucey	40,000	(6)			822,400	(6)		3,750	(2)		60,563	(2)
								3,750	(3)		75,581	(3)
								3,750	(3)		83,044	(3)
								3,750	(4)		89,475	(4)
								3,750	(5)		96,581	(5)
								7,500	(5)		173,175	(5)
								11,250	(5)		253,013	(5)
								15,000	(5)		319,350	(5)
C. Erik Young	20,000	(7)			131,000	(7)		3,125	(2)		50,469	(2)
	20,000	(8)			284,000	(8)		3,125	(3)		62,984	(3)
	30,000	(9)			435,600	(9)		3,125	(3)		69,203	(3)
								3,125	(4)		74,563	(4)
								3,125	(5)		80,484	(5)
								6,250	(5)		144,313	(5)
								9,375	(5)		210,844	(5)
								12,500	(5)		266,125	(5)
T. Paul Davis	37,999	(10)			921,476	(10)		3,125	(2)		50,469	(2)
	37,500	(11)			359,625	(11)		3,125	(3)		62,984	(3)
	30,000	(12)			638,485	(12)		3,125	(3)		69,203	(3)
	50,000	(13)			1,060,142	(13)		3,125	(4)		74,563	(4)
	37,500	(14)			971,357	(14)		3,125	(5)		80,484	(5)
								6,250	(5)		144,313	(5)
								9,375	(5)		210,844	(5)
								12,500	(5)		266,125	(5)
Thomas O’Connor	37,999	(15)			497,624	(15)		3,125	(2)		50,469	(2)
	100,000	(16)			1,615,541	(16)		3,125	(3)		62,984	(3)
								3,125	(3)		69,203	(3)
								3,125	(4)		74,563	(4)
								3,125	(5)		80,484	(5)

Executive Compensation Tables

								6,250	(5)		144,313	(5)
								9,375	(5)		210,844	(5)
								12,500	(5)		266,125	(5)
Trecia M. Canty	37,999	(17)			907,796	(17)		3,125	(2)		50,469	(2)
	12,001	(18)			110,769	(18)		3,125	(3)		62,984	(3)
	1,500	(19)			10,230	(19)		3,125	(3)		69,203	(3)
	8,500	(19)			57,970	(19)		3,125	(4)		74,563	(4)
								3,125	(5)		80,484	(5)
								6,250	(5)		144,313	(5)
								9,375	(5)		210,844	(5)
								12,500	(5)		266,125	(5)

(1)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $26.00. The value is calculated based on the price of $46.14 per share of Class A Common Stock in connection with the exercise.

(2)

These awards represent phantom units that were granted under the PBFX LTIP. The value is calculated based on the closing price of $14.95 per common unit of PBF Logistics LP on the date of vesting plus distribution equivalent right payments.

(3)

These awards represent phantom units that were granted under the PBFX LTIP. The value is calculated based on the closing price of $15.69 per common unit of PBF Logistics LP on the date of vesting plus distribution equivalent right payments.

(4)

These awards represent phantom units that were granted under the PBFX LTIP. The value is calculated based on the closing price of $21.46 per common unit of PBF Logistics LP on the date of vesting plus distribution equivalent right payments.

(5)

These awards represent phantom units that were granted under the PBFX LTIP. The value is calculated based on the payout price of $20.39 per common unit of PBF Logistics LP on the date of accelerated vesting date plus distribution equivalent right payments.

(6)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $26.00. The value is calculated based on the price of $46.56 per share of Class A Common Stock in connection with the exercise.

(7)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $26.00. The value is calculated based on the price of $32.55 per share of Class A Common Stock in connection with the exercise.

(8)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $24.75. The value is calculated based on the price of $38.95 per share of Class A Common Stock in connection with the exercise.

(9)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $24.43. The value is calculated based on the price of $38.95 per share of Class A Common Stock in connection with the exercise.

(10)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $6.72. The value is calculated based on the price of $30.97 per share of Class A Common Stock in connection with the exercise.

(11)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $21.38. The value is calculated based on the price of $30.97 per share of Class A Common Stock in connection with the exercise.

(12)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $26.00. The value is calculated based on the price of $47.28 per share of Class A Common Stock in connection with the exercise.

(13)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $26.08. The value is calculated based on the price of $47.28 per share of Class A Common Stock in connection with the exercise.

(14)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $21.38. The value is calculated based on the price of $47.28 per share of Class A Common Stock in connection with the exercise.

(15)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $6.72. The value is calculated based on the price of $19.82 per share of Class A Common Stock in connection with the exercise.

(16)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $21.38. The value is calculated based on the price of $37.54 per share of Class A Common Stock in connection with the exercise.

(17)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $6.72. The value is calculated based on the price of $30.61 per share of Class A Common Stock in connection with the exercise.

(18)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $21.38. The value is calculated based on the price of $30.61 per share of Class A Common Stock in connection with the exercise.

(19)

These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $26.00. The value is calculated based on the price of $32.82 per share of Class A Common Stock in connection with the exercise.

Executive Compensation Tables

PENSION BENEFITS

The following table provides information regarding our named executive officers’ participation in our pension plans as of and for the fiscal year ended December 31, 2022.

Name		Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
Thomas Nimbley		PBF Energy Pension Plan	12	475,364	—
		PBF Energy Restoration Plan	12	5,178,940	—
Matthew Lucey		PBF Energy Pension Plan	14	431,930	—
		PBF Energy Restoration Plan	14	2,082,024	—
C. Erik Young		PBF Energy Pension Plan	12	330,933	—
		PBF Energy Restoration Plan	12	1,329,527	—
T. Paul Davis		PBF Energy Pension Plan	10	359,848	—
		PBF Energy Restoration Plan	10	1,279,738	—
Thomas O’Connor		PBF Energy Pension Plan	9	233,649	—
		PBF Energy Restoration Plan	9	1,023,242	—
Trecia M. Canty		PBF Energy Pension Plan	10	301,651	—
		PBF Energy Restoration Plan	10	852,717	—

The PBF Energy Pension Plan is a funded, tax-qualified, non-contributory defined benefit plan covering all employees. The PBF Energy Restoration Plan is a non-qualified defined benefit plan designed to supplement the pension benefits for employees that have earnings above the IRS benefit plan compensation limits. The Pension Plan and the Restoration Plan are structured as cash balance plans wherein each participant’s account is credited monthly with an interest credit and annually with a pay credit. Changes in the value of these plans’ investments do not directly impact the benefit amounts promised to each participant under the plans.

At the end of each plan year, the Pension Plan provides for an annual pay credit equal to between 7% and 21% of pensionable earnings below the Social Security Wage Base and a pay credit of 14% on pensionable earnings above the Social Security Wage Base but below the Internal Revenue Service benefit plan compensation limit. The Restoration Plan provides for an annual pay credit equal to 14% on pensionable earnings in excess of Internal Revenue Service benefit plan compensation limits. In addition, on a monthly basis, the plans provide for an interest credit utilizing the prior year’s October 30-year Treasury Constant Maturity rate. For 2022, the interest crediting rate was 5.22% for the Pension Plan and 5.24% for the Restoration Plan. Normal retirement age under the plans is attained at age 65.

Executive Compensation Tables

POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2022, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

The table below provides our best estimate of the amounts that would be payable (including the value of certain benefits) to each of our named executive officers had a termination hypothetically occurred on December 31, 2022 under various scenarios, including a termination of employment associated with a Change in Control. The table does not include payments or benefits under arrangements available on the same basis generally to all other eligible employees of PBF. The potential payments were determined under the terms of each named executive officer’s employment agreement in effect on December 31, 2022, and in accordance with our plans and arrangements in effect on December 31, 2022. We also retain the discretion to provide additional payments or benefits to any of our named executive officers upon any termination of employment or Change in Control. The estimates below exclude the value of any Accrued Rights, as described in footnote 1 below, as any such amounts have been assumed to have been paid current at the time of the termination event. Under the terms of a named executive officer’s employment agreement, if applicable, the executive is precluded under certain circumstances from competing with us for a period of six months post-termination, and must enter into a release of claims in order to receive the severance described below.

Named Executive Officer		Termination (a) for Cause, (b) without Good Reason or (c) due to non- renewal by the executive ($)(1)		Termination (other than in connection with a Change in Control), (a) without Cause (other than by reason of death or disability) by us, (b) for Good Reason or (c) due to non- renewal by us ($)(2)		Termination in connection with a Change in Control ($)(3)		Death or Disability ($)(4)
Thomas J. Nimbley
Cash severance payment		—		2,250,000		4,485,000		750,000
Cash bonus (5)		—		—		—		1,950,000
Continuation of health benefits (6)		—		27,094		52,683		—
Accelerated equity (7)		—		17,883,760		25,323,919		25,323,919
Matthew C. Lucey
Cash severance payment		—		1,095,000		2,182,700		365,000
Cash bonus (5)		—		—		—		949,000
Continuation of health benefits (6)		—		37,539		72,993		—
Accelerated equity (7)		—		7,631,335		10,765,437		10,765,437
C. Erik Young (8)
Cash severance payment		—		—		—		—
Cash bonus		—		—		—		—
Continuation of health benefits		—		—		—		—
Accelerated equity		—		—		—		—
T. Paul Davis
Cash severance payment		—		903,750		1,801,475		301,250
Cash bonus (5)		—		—		—		783,250
Continuation of health benefits (6)		—		38,818		75,479		—
Accelerated equity (7)		—		6,476,406		9,074,141		9,074,141
Thomas O’Connor
Cash severance payment		—		903,750		1,801,475		301,250
Cash bonus		—		—		—		783,250
Continuation of health benefits (6)		—		37,539		72,993		—
Accelerated equity (7)		—		6,476,406		9,074,141		9,074,141

Executive Compensation Tables

Named Executive Officer		Termination (a) for Cause, (b) without Good Reason or (c) due to non- renewal by the executive ($)(1)		Termination (other than in connection with a Change in Control), (a) without Cause (other than by reason of death or disability) by us, (b) for Good Reason or (c) due to non- renewal by us ($)(2)		Termination in connection with a Change in Control ($)(3)		Death or Disability ($)(4)
Trecia M. Canty
Cash severance payment		—		903,750		1,801,475		301,250
Cash bonus (5)		—		—		—		783,250
Continuation of health benefits (6)		—		19,526		37,968		—
Accelerated equity (7)		—		6,476,406		9,074,141		9,074,141

(1)

Termination for Cause, without Good Reason or due to non-renewal by the executive. In the event the executive is terminated by us for Cause, the executive terminates his or her employment without Good Reason or the executive does not renew his or her employment with us at the end of his or her current term, the executive will be entitled to: (1) receive accrued, but unpaid salary through the date of termination; (2) receive any earned, but unpaid portion of the previous year’s cash bonus; (3) receive unreimbursed business expenses; (4) receive applicable benefits; and (5) except in the event of a termination for Cause, exercise any vested options or similar awards in accordance with the terms of the long-term incentive plan, or collectively, the “Accrued Rights”.

“Good Reason” as defined in the employment agreements means, without the executive’s consent (A) the failure of the Company to pay or cause to be paid the executive’s base salary or cash bonus, if any, when due, (B) any adverse, substantial and sustained diminution in the executive’s authority or responsibilities by the Company from those described in the employment agreement, (C) the Company requiring a change in the location for performance of the executive’s employment responsibilities to a location more than 50 miles from the Company’s office (not including ordinary travel during the regular course of employment) or (D) any other action or inaction that constitutes a material breach by the Company of the employment agreement; provided, that the events described in clauses (A), (B), (C) and (D) shall constitute “Good Reason” only if the Company fails to cure such event within 20 days after receipt from the executive of written notice of the event that constitutes “Good Reason”; provided, further, that “Good Reason” shall cease to exist for an event described in clauses (A), (B), (C) and (D) on the 90th day following the later of its occurrence or the executive’s knowledge thereof, unless the executive has given the Company written notice thereof prior to such date.

“Cause” as defined in the employment agreements includes the following: (A) the executive’s continued willful failure to substantially perform his or her duties (other than as a result of a disability) for a period of 30 days following written notice by the Company to the executive of such failure, (B) the executive’s conviction of, or plea of nolo contendere to a crime constituting a misdemeanor involving moral turpitude or a felony, (C) the executive’s willful malfeasance or willful misconduct in connection with the executive’s duties under the employment agreement, including fraud or dishonesty against the Company, or any of its affiliates, or any act or omission that is materially injurious to the financial condition or business reputation of the Company, or any of its affiliates, other than an act or omission that was committed or omitted by the executive in the good faith belief that it was in the best interest of the Company, (D) a breach of the executive’s representations and warranties in such employment agreement, or (E) the executive’s breach of the non-competition, non-solicitation, non-disparagement or non-disclosure provisions of the employment agreement.

(2)

Termination (other than in connection with a Change in Control as described below), without Cause (other than by reason of death or disability) by us, for Good Reason or due to non-renewal by us. In the event the executive is terminated during the term of employment (other than in connection with a Change in Control as described in footnote (3) below), without Cause (other than by reason of death or disability) by us, for Good Reason or due to non-renewal by us, the executive will be entitled to: (1) the Accrued Rights; (2) a cash lump sum payment equal to 1.5 times base salary; (3) the continuation of certain health benefits for 18 months; and (4) accelerated vesting of certain equity awards as stipulated in the applicable long-term incentive plan.

(3)

Termination in connection with a Change in Control. In the event the executive is terminated by us without Cause (other than by reason of death or disability), resigns with Good Reason or we elect not to renew the executive’s employment term, in each case six months prior to or within one year subsequent to the consummation of a Change in Control, the executive will be entitled to: (1) the Accrued Rights; (2) a cash lump sum payment equal to 2.99 times the executive’s salary in effect on the date of termination; (3) immediate vesting and exercisability of outstanding options or other grants under the long-term incentive plans; and (4) the continuation of certain health benefits for two years and 11 months. A “Change In Control” as defined in the employment agreements means:

	•	any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (other than one or more of the Excluded Entities (as defined below)) is or becomes the “beneficial owner” (as defined in rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors (including by way of merger, consolidation or otherwise);
	•	the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of us and our subsidiaries, taken as a whole, to any “person” or “group” (other than one or more of the Excluded Entities);

Executive Compensation Tables

	•	a merger, consolidation or reorganization (other than (x) with or into, as applicable, any of the Excluded Entities or (y) in which our stockholders, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization);
	•	our complete liquidation or dissolution; or
	•	other than as expressly provided for in the stockholders’ agreement with Blackstone and First Reserve, during any period of two consecutive years, individuals who at the beginning of such period constituted our Board (together with any new directors whose election by such board or whose nomination for election was approved by a vote of a majority of our directors then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) (the “Incumbent Board”) cease for any reason to constitute a majority of the Board then in the office; provided that, any director appointed or elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an individual of the Incumbent Board.

For purposes of the definition of Change In Control, “Excluded Entity” means any of the following: (A) Blackstone; (B) First Reserve; (C) us and any entities of which a majority of the voting power of its voting equity securities and equity interests is owned directly or indirectly by us; and (D) any employee benefit plan (or trust forming a party thereof) sponsored or maintained by any of the foregoing.

(4)	Death or Disability. In the event of death or disability, the named executive officer’s estate or the executive, as applicable, will be entitled to receive: (1) the Accrued Rights; (2) a pro rata portion of the executive’s target annual cash bonus for the year in which such death or disability occurs; and (3) a cash lump sum payment equal to the greater of (A) one-half of the executive’s annual salary as in effect on the date of termination or (B) one-half of the aggregate amount of the executive’s salary that the executive would have received had the full term of employment occurred under the employment agreement. The amounts shown in this column as the cash severance payment represent one-half of the executive’s annual salary as of December 31, 2022. The actual amount payable upon death or disability could vary.
(5)	These amounts are equal to the named executive officer’s target annual cash bonus for 2022.
(6)	The continued health benefits cost is based on the cost for such benefits as of December 31, 2022.
(7)	In connection with a termination without Cause by us or for Good Reason by the executive or due to non-renewal by us, these amounts reflect (i) the accelerated vesting of restricted stock awards, and (ii) the accelerated vesting of the performance share units and performance units at a payout percentage of 100% for each payout period. In the event of retirement, the named executive would be entitled to accelerated vesting for their performance share units and performance units on a pro-rata basis as determined and certified by the Compensation Committee of the Board. In connection with a termination in connection with (a) a Change in Control or (b) in the event of Death or Disability or (c) by the executive or due to non-renewal by us, these amounts reflect (i) the intrinsic value of the accelerated vesting and exercisability of their options to purchase Class A Common Stock and (ii) the accelerated vesting of the performance share units and performance units at a payout percentage of 100% for each payout period.
(8)	Mr. Young resigned effective December 20, 2022. The amounts actually paid to Mr. Young upon his resignation are described above and not included in the table.

Executive Compensation Tables

PAY RATIO DISCLOSURES

In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd—Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). As the Chief Executive Officer, Mr. Nimbley is our PEO for these purposes. Our ratio disclosures are as follows:

Median Employee (excluding the PEO) total annual compensation: $175,592.17

PEO total annual compensation: $13,104,780.26

Ratio of PEO to Median Employee Compensation: 74.63:1

In accordance with Item 402(u) of Regulation S-K, we have updated our pay ratio disclosures as there have been significant changes in our employee compensation arrangements in 2022, specifically the payment of regular and special bonuses at all levels of the organization, that resulted in a significant change to our pay ratio disclosure. In determining the median employee compensation for 2022, a listing was prepared of all employees of the Company and its consolidated subsidiaries as of December 31, 2022. Employees on leave of absence were excluded from the list and wages and salaries were annualized for those employees that were not employed for the full year of 2022. The median amount was selected from the annualized list. For simplicity, the value of the Company’s medical benefits provided was excluded as all employees including the PEO are offered the exact same benefits. The value of dividends and distributions on equity grants received by the PEO were included in his compensation. We then otherwise utilized the same rules that we apply to the calculation of total compensation of the Company’s named executive officers, as reflected in the Summary Compensation Table, to determine the total annual compensation of our median employee. As of December 31, 2022, the Company and its consolidated subsidiaries employed 3,616 persons on a full-time and part-time basis.