DEF 14A

THOMAS J.

NIMBLEY

Chairman of the Board and

Chief Executive Officer

Age: 70

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 its subsidiaries, including PBF GP, the general partner of PBFX, of which he is also Chairman of the Board. 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: 69

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, a publicly traded REIT, where he is a member of the Compensation Committee and the 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 former Chairman of the Board of Uranium Energy Corporation. He was previously a director of ICx Technologies, non-executive Chairman of Areva Inc. and a member of the board of C3 IoT. Mr. Abraham is a trustee of the California Institute of Technology.

Qualifications:

Mr. Abraham’s extensive political and financial experience in the energy sector, including as the Secretary of Energy of the United States, as a U.S. Senator and as a board member of various public companies in the oil and gas sector, provides him with unique and valuable insights into the industry in which we operate and the markets that we serve and, for these reasons, PBF Energy believes that Mr. Abraham is a valuable member of its Board of Directors.

DEF 14A 1 d289115ddef14a.htm DEF 14A DEF 14A

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

(Amendment No. )


Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-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 all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

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

LOGO

PBF ENERGY INC.

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

DATE

May 26, 2022

at 10:00 A.M.

Eastern Daylight Time

LOCATION

www.virtualshareholdermeeting.com/PBF2022

RECORD DATE

Stockholders of record

on March 29, 2022

are entitled to vote

at the meeting

The 2022 Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/PBF2022. Stockholders of record at the close of business on March 29, 2022 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 April 13, 2022.

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 2022;

3.	an advisory vote on the 2021 compensation of the named executive officers;

4.	to further amend the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (the “Equity Incentive Plan”) to, among other things, increase the number of shares reserved for issuance by 3,500,000 shares; and

5.	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 THURSDAY, MAY 26, 2022. The Notice of the 2022 Annual Meeting, Proxy Statement and the Annual Report on Form 10-K for the year-ended December 31, 2021 are available on the internet at www.proxyvote.com.

By order of the Board of Directors,

LOGO

Trecia M. Canty

Senior Vice President, General Counsel and Secretary

April 13, 2022



		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



Annual Meeting of Stockholders			i

Proxy Statement Summary			v

About PBF Energy			1
PBF’s Corporate Structure			2
Information Regarding the Board of Directors			2
Independence Determinations			2
Committees of the Board			4
Board Refreshment			5
Selection of Director Nominees			6
Board Evaluations			8
Board Leadership Structure, Lead Director and Meetings of Non-Management Directors			8
Enterprise Risk Oversight			9

Proposal No. 1 – Election of Directors			10
Information Concerning Nominees and Directors			10

Security Ownership of Certain Beneficial Owners			16

Security Ownership of Management and Directors			17

Pay Ratio Disclosures			19

Executive Compensation			20
Executive Summary			20
2021-2022 Macroeconomic Environment and Key Compensation Committee Actions			20
Our Compensation Program			21
Board Responsiveness to 2020 Say-on-Pay Vote and Stockholder Feedback			21
Governance Features of the Executive Compensation Program			22
Compensation Discussion and Analysis			24
Named Executive Officers			24
Compensation Philosophy			24
Peer Group and Benchmarking			25
Role of the Compensation Committee			27
Role of Management			27
Role of Compensation Consultants			27
Compensation Elements and Mix			27
Annual Base Salary			28
Annual Cash Incentive			29
Long-Term Incentive Compensation			31
PBF’s Long-Term Incentive Awards			32
Payout of Performance Share Units and Performance Units Granted in 2019			36
Employment Agreements			37
Restrictive Covenants			37


No Gross-Ups			37
Other Benefits			37
Impact of Tax and Accounting Principles			38
Pension and Other Retirement Benefits			38
Compensation-Related Policies			39

Compensation Committee Report			40

Executive Compensation Tables			41
2021 Summary Compensation Table			41
Grants Of Plan-Based Equity Awards in 2021			42
Outstanding Equity Awards at 2021 Fiscal Year-End			43
Option Exercises and Stock Vested In 2021			45
Pension Benefits			46
Potential Payments Upon Termination Occurring On December 31, 2021, Including In Connection With A Change in Control			47

Risk Assessment of Compensation Programs			50

Compensation Consultant Disclosures			50

Outside Director Compensation			51

Certain Relationships and Related Transactions			52

Proposal No. 2 – Ratification of Appointment of Independent Auditor			59
Deloitte Fees For Fiscal Years 2021 And 2020			60
Report Of The Audit Committee For Fiscal Year 2021*			60

Proposal No. 3 – Advisory Vote on 2021 Named Executive Officer Compensation			62

Proposal No. 4 – Amendment of Equity Incentive Plan			64

Equity Compensation Plan Information			72

Governance Documents and Code of Ethics			73

Stockholder Communications			73

Stockholder Nominations and Proposals			73

Other Business			74

Financial Statements			74

Householding			74

Transfer Agent			74

Appendix A – Amendment to Equity Incentive Plan			A-1

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 26, 2022 (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 April 13, 2022. 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 29, 2022 (the “record date”), 120,618,324 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 99.2% of the voting power. On the record date, 15 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 927,990 PBF LLC Series A Units, which entitled them to an equivalent number of votes, representing approximately 0.8% 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 2021 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.

Proposal No. 4, Amendment of the Equity Incentive Plan — The affirmative vote of the majority of the votes participating in the voting on this proposal is required for this 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.


				2022 Proxy Statement			i

Attending the Annual Meeting

Due to continuing concerns relating to COVID-19, we will have a virtual-only annual meeting of stockholders in 2022. The meeting will be conducted exclusively via live audio webcast. You do not have to register in advance to attend the virtual meeting. To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/PBF2022 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 26, 2022. The meeting will begin promptly at 10:00 a.m. Eastern Daylight Time on May 26, 2022. 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 26, 2022 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 25, 2022 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.


ii		2022 Proxy Statement

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 25, 2022.

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 29, 2022 can attend the meeting by accessing www.virtualshareholdermeeting.com/PBF2022 and entering the 16-digit control number included in the proxy materials previously received. Please note that the www.virtualshareholdermeeting.com/PBF2022 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. To attend as a guest, please access www.virtualshareholdermeeting.com/PBF2022 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, 3 and 4 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.


				2022 Proxy Statement			iii

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?

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.


iv		2022 Proxy Statement

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, 2021 are first being mailed to the Company’s stockholders and made available on the internet at www.pbfenergy.com on or about April 13, 2022. Website addresses included throughout this proxy statement are for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

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

Election of Directors (p. 10)


Name	Years of Service		Independent	Board Recommendation

Thomas Nimbley		7	No		For

Spencer Abraham		9	Yes		For

Wayne Budd		8	Yes		For

Karen Davis		2	Yes		For

Paul J. Donahue, Jr.		—	Yes		For

S. Eugene Edwards		8	Yes		For

Robert Lavinia		6	Yes		For

Kimberly Lubel		4	Yes		For

George Ogden		4	Yes		For

2. Ratification of Deloitte & Touche LLP as Independent Auditors (p. 59)					For

3. Advisory Vote on 2021 Named Executive Officer Compensation (p. 62)					For

4. Amendment of Equity Incentive Plan (p. 64)					For


				2022 Proxy Statement			v


\|		Proxy Statement Summary

COMPANY PERFORMANCE

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. We own and operate six domestic oil refineries and related assets.

The outbreak of the COVID-19 pandemic negatively impacted worldwide economic and commercial activity and financial markets starting in the first quarter of 2020. The COVID-19 pandemic, the Delta variant and other variants thereof, and the related governmental and consumer responses resulted in significant business and operational disruptions, including business and school closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces and has resulted in significantly lower global demand for refined petroleum and petrochemical products. In 2021, the demand for these products began to rebound as a result of the lifting or easing of governmental restrictions in response to decreasing COVID-19 infection rates and the distribution of COVID-19 vaccines. Throughput across our refineries increased to a range of 800,000 to 900,000 barrel per day for our refining system in 2021 from a range of 700,000 to 800,000 barrel per day in 2020, reflecting increased utilization driven by improved market conditions.

2021 Performance Achievements

$12.1B

INCREASE IN REVENUES

IN 2021 COMPARED TO 2020

+$2.4B

LIQUIDITY BASED ON CASH AND BORROWING AVAILABILTY AT 12/31/21

$329M

REDUCTION IN

CONSOLIDATED DEBT

$467.4M vs $(895.9)M

2021 vs 2020 ADJUSTED EBITDA*

Adjusted EBITDA is a non-GAAP financial measure. For an explanation of how we use Adjusted EBITDA and reconciliation to our net income, 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, 2021 (the “2021 Form 10-K”).

●

Strengthened our Liquidity and Financial Position. As of December 31, 2021, our operational liquidity was more than $2.4 billion based on approximately $1.3 billion of cash and in excess of $1.1 billion of borrowing availability under our asset-based lending facility. In addition, PBF Logistics LP had $33.9 million in cash and approximately $396.5 million of availability under its revolving credit facility. In the second half of the year, we repurchased a combined total principal amount of approximately $229.0 million of our 6.00% Senior Notes due 2028 (“2028 Senior Notes”) and 7.25% Senior Notes due 2025 (“2025 Senior Notes”) for an aggregate cash amount of approximately $146.8 million. Combined with the $100.0 million of debt repayments made by PBF Logistics LP, consolidated debt for PBF has been reduced by approximately $329.0 million during 2021.

●

Significantly Improved Revenues and Adjusted EBITDA. Our 2021 revenues improved to approximately $27.3 billion compared to $15.1 billion in 2020 and Adjusted EBITDA was approximately $467.4 million in 2021 compared to approximately $(895.9) million in 2020.


vi		2022 Proxy Statement


Proxy Statement Summary		\|

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 2021, this outreach included contacting our 30 largest investors to seek their feedback on our governance programs. 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 expect 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

•

Environmental, Social, and Governance practices and reporting

Governance Practices

•

Actively pursuing Board refreshment, with 44% of the Board having served less than 5 years

•

Enhanced Board composition, including diversity, by appointing an additional female director in January 2020

•

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

Enhanced Transparency and Disclosures

•

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, enhanced Board experience matrix to include gender diversity information as self-identified by Board members

•

In 2022, enhanced disclosures to include racial and ethnic diversity information as self-identified by Board members


				2022 Proxy Statement			vii


\|		Proxy Statement Summary

BOARD OVERVIEW

PBF’s business is managed under the direction of our Board. Our Board has nine members, eight of whom are independent directors and our Chairman of the Board and Chief Executive Officer, Thomas Nimbley. Effective December 31, 2021, one of our directors, William Hantke, who served on the Audit and Compensation Committees, retired as a director of the Company. Effective January 1, 2022, Paul J. Donahue, Jr. was appointed by the Board of Directors as an independent director and a member of the Audit Committee. During 2021, 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 2021. All Board members standing for re-election are expected to attend the 2022 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:

LOGO


viii		2022 Proxy Statement


Proxy Statement Summary		\|

EXECUTIVE COMPENSATION

At our 2021 Annual Meeting, our stockholders approved

our named executive officer compensation with approximately 95.38% of the vote

In 2020, the Compensation Committee implemented a number of temporary changes to our compensation program to align compensation with the Company’s performance in the pandemic-driven challenging macroeconomic environment for our industry and our company. While the overall compensation philosophy and objectives remain unchanged, the Compensation Committee sought to align 2020 compensation with the prevailing environment by temporarily reducing executive salaries, cash bonuses and long-term equity incentives. At our 2021 Annual Meeting of Stockholders, our stockholders approved our NEOs’ 2020 compensation with approximately 95.38% of the vote. The Compensation Committee believes in providing for continuous improvement and further refinement of the program as described below. Stockholder engagement and the outcome of our annual Say-on-Pay vote will continue to inform our future compensation decisions.

2021-2022 KEY COMPENSATION COMMITTEE ACTIONS

The macroeconomic environment continued to be challenging for our industry in 2021 as the effects of the COVID-19 global pandemic continued to significantly impact the Company during the first half of the year. The Compensation Committee has reviewed continuously our compensation programs in 2021 and 2022 to ensure pay for performance alignment and implement best practices. Specifically, the Compensation Committee took the following actions:

• NEGATIVE DISCRETIONARY REDUCTION OF 80% IN 2021 NEO CASH BONUSES DESPITE ABOVE TARGET PERFORMANCE

• REVISED 2021 CASH BONUS PROGRAM TO DECREASE THE NEO TARGET PAYOUT TO 100% OF BASE SALARY FROM 150% AND TO INCLUDE A BALANCED MIX OF PERFORMANCE METRICS, INCLUDING ESG METRICS

• ENHANCED DISCLOSURE OF 2021 CASH BONUS PROGRAM METRICS, WEIGHTING AND TARGETS

• CONTINUED 33-1/3% CEO SALARY AND DIRECTOR RETAINER REDUCTIONS IN 2021

• INCREASED PROPORTION OF AT-RISK LONG-TERM INCENTIVE AWARDS IN 2021 FROM 50% TO 60%

• INCREASED CEO STOCK OWNERSHIP REQUIREMENT TO 6X SALARY IN 2022

• NEW 1 YEAR STOCK HOLDING REQUIREMENT FOR CERTAIN NEO EQUITY AWARDS UNDER EQUITY INCENTIVE PLAN AMENDMENT

• REVISED PAYOUTS FOR 2022 PERFORMANCE AWARDS TO BETTER ALIGN PAY FOR PERFORMANCE IN THE EVENT PEER GROUP SIZE DECREASES

●


				2022 Proxy Statement			ix


\|		Proxy Statement Summary

normal base salary based on predetermined financial (including Adjusted EBITDA), operating, environmental, social and governance (“ESG”) and strategic performance metrics, subject to the Committee’s discretion and the Company’s financial condition and liquidity. The target payout under the 2021 COVID-19 Bonus program for the named executive officers was reduced to 100% of their normal base salary from the 150% target under the historic cash bonus program. In February 2022, the Compensation Committee exercised its negative discretion to reduce the cash bonuses payable to executives under the 2021 COVID-19 Bonus Program to 60% of the target level from the achieved level of 140% of the target level.

●

Continued the Temporary Reductions of CEO Salary and Director Cash Retainers: The Compensation Committee proactively temporarily reduced executive salaries and director cash retainers by 50% in June 2020 to reflect the impact of the COVID-19 pandemic on the Company’s performance and financial condition. Although the salary of other executives were restored in October 2020, the salary of our Chief Executive Officer (“CEO”) remained reduced by 33-1/3% until March 1, 2021 and the cash retainer for our independent directors continued to be reduced by 33-1/3% through the second quarter of 2021.

●

Increased Allocation of Performance Awards for NEOs to Improve Alignment with Stockholders: In order to further improve alignment with stockholder interests, the Compensation Committee has increased the percentage of NEO compensation consisting of at-risk awards. In 2021, the long-term incentive awards granted by the Compensation Committee to the executives consisted of 60% performance awards, up from 50% in the prior years and the weighting of the stock options decreased to 40%. The performance awards have a single three-year performance period and are earned based on Total Shareholder Return (“TSR”) as compared to a peer group. An emphasis on the TSR performance metric preserves performance accountability in both strong and weak commodity price environments and is aligned with stockholder interests. In 2022, the Compensation Committee also approved revisions to the forms of the performance award agreements to decrease the target payout opportunities where there are only six companies in the peer group.

●

Implemented Additional Compensation Best Practices: In 2021 and 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 that, if the Amendment is approved by stockholders, will impose a new one-year stock holding requirement for NEOs for stock options, stock appreciation rights and full-value awards.


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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 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, including after taking into account the increase in 2022 for our CEO from 5x to 6x salary

✔ 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, under the Amendment of the Equity Incentive Plan submitted for stockholder approval, 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

✔ Under the Amendment of the Equity Incentive Plan submitted for stockholder approval, there is a 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 Amendment of the Equity Incentive Plan submitted for stockholder approval


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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 89% of Our Directors are Independent

Eight of our nine current directors are, and assuming election of the nine director nominees at the Annual Meeting, eight out of nine 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 eight of our directors in 2021 met their stock ownership requirements. In 2022, the Board approved a new one-year stock holding requirement for our NEOs following the vesting or exercise of stock options, stock appreciation rights and full-value awards that will be effective if the Amendment is approved.

No Significant Related Party Transactions

None of the directors or officers have been involved in any significant related party transactions.


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SUSTAINABILITY HIGHLIGHTS

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.

Pursuit of Strategic Renewable Initiatives. 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 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. As the project is still in development, there can be no assurance that the production facility will be completed.

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.


				2022 Proxy Statement			xiii

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 addition to PBF Holding, PBF Energy, through its ownership of PBF LLC, also consolidates the financial results of PBF Logistics LP (“PBFX” or the “Partnership”), a fee-based, growth-oriented, publicly traded Delaware master limited partnership formed by PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. As of March 29, 2022, PBF LLC held a 47.9% limited partner interest (consisting of 29,953,631 common units) in PBFX, with the remaining 52.1% limited partner interest held by the public unit holders. PBF LLC also owns a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general partner of PBFX.

2021 Performance Achievements

$12.1B

INCREASE IN REVENUES

IN 2021 COMPARED TO 2020

+$2.4B

LIQUIDITY BASED ON CASH AND BORROWING AVAILABILTY AT 12/31/21

$329M

REDUCTION IN

CONSOLIDATED DEBT

$467.4M vs $(895.9)M

2021 vs 2020 ADJUSTED EBITDA*

*	Adjusted EBITDA is a non-GAAP financial measure. For an explanation of how we use Adjusted EBITDA and reconciliation to our net income, please see “Non-GAAP Financial Measures” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Form 10-K.

•

Strengthened our Liquidity and Financial Position. As of December 31, 2021, our operational liquidity was more than $2.4 billion based on approximately $1.3 billion of cash and in excess of $1.1 billion of borrowing availability under our asset-based lending facility. In addition, PBF Logistics LP had $33.9 million in cash and approximately $396.5 million of availability under its revolving credit facility. In the second half of the year, we repurchased a combined total principal amount of approximately $229.0 million of our 2028 Senior Notes and 2025 Senior Notes for an aggregate cash amount of approximately $146.8 million. Combined with the $100.0 million of debt repayments made by PBF Logistics LP, consolidated debt for PBF has been reduced by approximately $329.0 million.


				2022 Proxy Statement			1


\|		About PBF Energy

•

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 29, 2022 record date, certain of our current and former executive officers, directors and employees and their affiliates beneficially owned 927,990 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. As of December 31, 2021, our Board had nine members, including our Chief Executive Officer, Thomas Nimbley. During 2021, one of our directors, William Hantke, who served on the Audit and Compensation Committees, retired as a director of the Company as of December 31, 2021. Effective January 1, 2022, Paul J. Donahue, Jr. was appointed by the Board of Directors as an independent director and a member of the Audit Committee.

Our Board conducts its business through meetings of its members and its committees. During 2021, 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 2021. All Board members standing for re-election are expected to attend the 2022 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.

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.

In accordance with NYSE listing standards, the Board has adopted categorical standards or guidelines to assist the Board in making its independence determinations regarding its directors. These standards are published in Article I of our Corporate Governance Guidelines and are available on our website at www.pbfenergy.com under the “Corporate Governance” tab in the “Investors” section. 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;


2		2022 Proxy Statement


About PBF Energy		\|

•

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 2022 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, Karen Davis, Paul J. Donahue, Jr., S. Eugene Edwards, Robert Lavinia, Kimberly Lubel and George Ogden. Mr. Edwards serves as the Lead Director.


				2022 Proxy Statement			3


\|		About PBF Energy

COMMITTEES OF THE BOARD

In 2021, 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 2021, including the Chairperson, as well as the number of meetings held in 2021 is set forth in the table below:


Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Health, Safety and Environment Committee

Spencer Abraham			l

Wayne Budd		l

Karen Davis

S. Eugene-Edwards			l	l

Robert Lavinia				l

William Hantke (1)	l	l

Kimberly Lubel		l

George Ogden	l

# of Meetings Held in 2021	4	4	5	4

LOGO Chairperson 🌑 Member

(1)	Mr. Hantke retired from the Board effective December 31, 2021. Effective January 1, 2022, Paul J. Donahue, Jr. joined the Board and the Audit Committee.

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 2021, the members of the Audit Committee were Karen Davis (Chairperson), William Hantke and George Ogden. Ms. Davis and Messrs. Hantke and Ogden were each determined by the Board to be an “Audit Committee financial expert” (as defined by the SEC). Currently, Ms. Davis and Mr. Ogden continue to serve on the Audit Committee along with Paul J. Donahue, Jr. who was appointed to the Audit Committee effective January 1, 2022 and each has been determined by the Board to be an “Audit Committee financial expert”.

In 2021, the Audit Committee met four (4) times and each meeting was attended by all of the members. The “Report of the Audit Committee for Fiscal Year 2021” appears in this proxy statement following the disclosures related to Proposal No. 2.


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About PBF Energy		\|

Compensation Committee

The Compensation Committee reviews and reports to the Board on matters related to compensation strategies, policies, and programs, including certain personnel policies and policy controls, management development, management succession, and benefit programs. The Compensation Committee also approves and administers our equity incentive compensation plan and cash incentive plan. The Compensation Committee’s duties are described more fully in the “Compensation Discussion and Analysis” section below.

In 2021, the members of the Compensation Committee were Spencer Abraham (Chairperson), Wayne Budd, William Hantke and Kimberly Lubel. Currently, the Compensation Committee consists of Messrs. Abraham and Budd and Ms. Lubel and 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 2021, and as a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act.

In 2021, the Compensation Committee met four (4) times and the meetings were attended by all of the then members. The “Compensation Committee Report” for Fiscal Year 2021 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. The three members of the Nominating and Corporate Governance Committee are Wayne Budd (Chairperson), Spencer Abraham, and S. Eugene Edwards. The Nominating and Corporate Governance Committee met five (5) times in 2021 and the meetings were attended by all members.

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 sustainability, innovation, and technology policies and programs of the Company. Kimberly Lubel is the chairperson of the HS&E Committee and Messrs. Edwards and Lavinia are also members. In 2021, 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.


				2022 Proxy Statement			5


\|		About PBF Energy

The Board has welcomed 3 of its 9 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 5.3 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. Mr. Donahue 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 filling the vacancy arising from Mr. Hantke’s retirement, 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 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 which 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.


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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.

9 of 9 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 9 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 9 Directors

Strategy

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

9 of 9 Directors

Health, Safety, Environmental, 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.

7 of 9 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.

5 of 9 Directors

Risk Management

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

5 of 9 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.

5 of 9 Directors


				2022 Proxy Statement			7


\|		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

Karen
Davis

Paul J.
Donahue, Jr.

S. Eugene
Edwards

Robert
Lavinia

Kimberly
Lubel

Thomas
Nimbley

George
Ogden

Finance

Risk Management

✔

Accounting/Auditing

✔

Capital Markets

✔

CEO Experience

✔

Legal

✔

Strategy

✔

Strategic Transactions (M&A)

✔

Human Resources

✔

Health, Safety and Environmental

✔

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.


8		2022 Proxy Statement


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.


				2022 Proxy Statement			9

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 2022 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 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.

LOGO

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.


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Proposal No. 1 – Election of Directors		\|


				2022 Proxy Statement			11


\|		Proposal No. 1 – Election of Directors


WAYNE BUDD Director Age: 80 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.


KAREN DAVIS Director Age: 65 Director Since: 2021 Committees: • Audit Committee (Chair)				Biography: Ms. Davis has served as a director of PBF Energy since January 1, 2021 and has served as the Chairperson of the Audit Committee since October 1, 2021. She most recently served as Executive Vice President and Chief Financial Officer of Western Refining, Inc. and its affiliated entities, Western Refining Logistics LP and Northern Tier Energy, LP, subsidiaries from February 2015 through May 2017 and had the additional title of CFO of these entities since March 2015. Previously, Ms. Davis served as the Chief Financial Officer of the general partner of Western Refining Logistics, LP from December 2014 through February 2015. Ms. Davis also served as the Vice President- Director of Investor Relations of Western Refining, Inc. from December 2014 through February 2015. During her career, Ms. Davis has served in various chief financial officer and financial reporting officer positions with various public and private companies throughout the United States. Ms. Davis previously served on the board of PBFX GP, the general partner of PBFX, where she was a member of the Audit and Conflicts Committees, from December 2017 until December 2019. Qualifications: PBF Energy believes that Ms. Davis’s extensive experience in the energy industry, including in the refining sector, as a financial executive establish her as a valuable member of its Board of Directors.


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Proposal No. 1 – Election of Directors		\|


				2022 Proxy Statement			13


\|		Proposal No. 1 – Election of Directors

ROBERT LAVINIA

Director

LOGO

Age: 75

Director Since: 2016

Committees:

• HS&E Committee

Biography:

Mr. Lavinia has served as a director of PBF Energy since February 8, 2016 and currently serves on our HS&E Committee. He served as a member of the Compensation Committee until May 2017. He began his career in 1970 at the Gulf Oil Corporation as a licensed officer in the United States flag tanker fleet. He transferred to Gulf International Trading Company, and after several promotions, left Gulf in 1980 to work for Phibro Energy Corporation. In 1985, he took over as President and Chief Executive Officer of Hill Petroleum Company, Phibro’s refining division. In 1992, he joined Tosco Corporation. During his tenure at Tosco, the Company made several acquisitions to include British Petroleum Northwest, Circle K Company and Union 76 Products Company, all of which were integrated into the Tosco Marketing Company. He served as President of Tosco Marketing with over 6,000 gas and convenience stores in 32 states with more than 20,000 employees. He was also Senior Vice President of Tosco Corporation. From 2002 to 2006, he served on the board of Transcor SA, a Belgium-based company with trading operations around the world. From 2005-2006, he served as Chairman of Pasadena Refining, a Transcor subsidiary. In 2007, he joined Petroplus Holdings AG, the largest European independent refining and wholesale marketing company. Mr. Lavinia became the CEO of Petroplus Holdings AG in March 2008. In September 2009, he retired from Petroplus and was elected to remain a board member until 2012. Mr. Lavinia previously served on the Board of Big West Oil.

Qualifications:

Mr. Lavinia’s industry specific experience as an executive and board member of a public company provides the Board with a unique perspective and insight and, for these reasons, PBF Energy believes Mr. Lavinia is a valuable member of its Board of Directors.

KIMBERLY S. LUBEL

Director

LOGO

Age: 57

Director Since: 2017

Committees:

• HS&E Committee (Chair)

• Compensation Committee

Biography:

Ms. Lubel joined the PBF Energy board in August 2017 and has been the Chairperson of the HS&E Committee since October 1, 2021 and a member of the HS&E Committee since October 2017. She has also been 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. 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. 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.


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Proposal No. 1 – Election of Directors		\|

GEORGE E. OGDEN

Director

LOGO

Age: 79

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.


				2022 Proxy Statement			15

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 29, 2022 and is based solely upon reports filed by such persons with the SEC.


	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Number	%
Carlos Slim Helú, et al. (1) Paseo de las Palmas 736, Colonia Lomas de Chapultepec, Ciudad de Mexico, Mexico,11000	23,563,183		19.6
Control Empresarial (1) Paseo de las Palmas 781, Piso 3, Colonia Lomas de Chapultepec, Seccion III, Migual Hidalgo, Ciudad de Mexico, Mexico, 11000
Carso Energy Corp. (1) 900 Avenue S Grand Prairie, TX 75050
BlackRock, Inc. (2) 55 East 52nd Street New York, New York 10055	17,041,582		14.2
The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355	12,527,591		10.41
State Street Corporation (4) State Street Financial Center One Lincoln Street Boston, Massachusetts 02111	9,879,067		8.23
SSGA Funds Management, Inc. (4) State Street Financial Center One Lincoln Street Boston, Massachusetts 02111	7,735,477		6.45

(1)

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 14, 2022. 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 which 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.

(2)

Blackrock, Inc. amounts are derived from a Schedule 13G/A filed with the SEC on January 27, 2022. 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 16,532,141 shares and sole dispositive power with respect to all of the reported shares.

(3)

The Vanguard Group amounts are derived from a Schedule 13G/A filed with the SEC on March 9, 2022. The Vanguard Group does not have sole voting power with respect to any shares and has shared voting power with respect to 104,858 shares, sole dispositive power with respect to 12,346,876 shares and shared dispositive power with respect to 180,715 shares.

(4)

State Street Corporation and SSGA Funds Management, Inc. amounts are derived from a Schedule 13G filed with the SEC on February 11, 2022. State Street Corporation does not have sole voting power or dispositive power with respect to any shares and has shared voting power with respect to 9,662,768 shares and shared dispositive power with respect to 9,879,067 shares. SSGA Funds Management, Inc. does not have sole voting power or dispositive power with respect to any shares and has shared voting power with respect to 7,714,800 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 7,735,477 shares.


16		2022 Proxy Statement

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table presents information as of March 29, 2022, regarding common stock beneficially owned (or deemed to be owned) by each nominee for director, each director as of such date, each executive officer named in the Summary Compensation Table, and all current directors and executive officers of PBF as a group. 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)		2,576,094		2.1	%
C. Erik Young (2)		803,751		*
Matthew Lucey (3)		910,481		*
Thomas O’Connor (4)		723,999		*
T. Paul Davis (5)		633,702		*
Spencer Abraham (6)		48,411		*
Wayne Budd (7)		43,117		*
Karen Davis (8)		21,539		*
Paul J. Donahue, Jr. (9)		5,089		*
S. Eugene Edwards (10)		43,036		*
Robert Lavinia (11)		40,109		*
Kimberly Lubel (12)		31,586		*
George Ogden (13)		27,782		*
All directors and executive officers as a group (16 persons) (14)		6,661,028		5.6	%

*	Represents less than 1%.

(1)	Consists of (a) 431,289 shares of Class A Common Stock held directly by Mr. Nimbley; (b) 675,000 PBF LLC Series A Units; and (c) 1,469,805 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(2)

Consists of (a) 127,189 shares of Class A Common Stock held directly by Mr. Young; (b) 7,191 shares of Class A Common Stock held by a retirement account; (c) 13,000 PBF LLC Series A Units; and (d) an aggregate of 25,000 PBF LLC Series A Units and 631,371 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(3)	Consists of (a) 115,618 shares of Class A Common Stock held directly by Mr. Lucey; (b) 69,198 PBF LLC Series A Units; and (c) 725,665 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding warrants and options, respectively.

(4)	Consists of (a) 157,414 shares of Class A Common Stock held directly by Mr. O’Connor; (b) 8 shares of Class A Common Stock held by a retirement account; and (c) 566,577 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(5)	Consists of (a) 44,126 shares of Class A Common Stock held directly by Mr. Davis; and (b) 589,576 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options.

(6)	Consists of (a) 25,826 shares of Class A Common Stock held directly by Mr. Abraham; (b) 5,518 PBF LLC Series A Units; and (c) 17,067 shares of restricted Class A Common Stock, which are entitled to vote and receive dividends but are subject to restrictions on transfer.

(7)	Consists of (a) 25,880 shares of Class A Common Stock held directly by Mr. Budd; and (b) 17,237 shares of restricted Class A Common Stock, which are entitled to vote and receive dividends but are subject to restrictions on transfer.

(8)	Consists of (a) 5,129 shares of Class A Common Stock held directly by Ms. Davis; and (b) 16,410 shares of restricted Class A Common Stock, which are entitled to vote and receive dividends but are subject to restrictions on transfer.

(9)	Consists of 5,089 shares of restricted Class A Common Stock, which are entitled to vote and receive dividends but are subject to restrictions on transfer.

(10)	Consists of (a) 24,611 shares of Class A Common Stock held directly by Mr. Edwards; and (b) 18,425 shares of restricted Class A Common Stock, which are entitled to vote and receive dividends but are subject to restrictions on transfer.


				2022 Proxy Statement			17


\|		Security Ownership of Management and Directors

(11))

Consists of (a) 22,747 shares of Class A Common Stock held directly by Mr. Lavinia; and (b) 17,362 shares of restricted Class A Common Stock, which are entitled to vote and receive dividends and are subject to restrictions on transfer.

(12)	Consists of (a) 13,160 shares of Class A Common Stock held directly by Ms. Lubel; and (b) 18,426 shares of restricted Class A Common Stock which are entitled to vote and receive dividends and are subject to restrictions on transfer.

(13)	Consists of (a) 10,442 shares of Class A Common Stock held directly by Mr. Ogden; and (b) 17,340 shares of restricted Class A Common Stock which are entitled to vote and receive dividends and are subject to restrictions on transfer.

(14)

Consists of (a) 1,063,566 shares of Class A Common Stock held directly by directors and officers; (b) 7,199 shares of Class A Common Stock held by retirement accounts; (c) 767,816 PBF LLC Series A Units, (d) 127,356 shares of restricted Class A Common Stock, which are entitled to vote and receive dividends and are subject to restrictions on transfer; and (e) an aggregate of 25,000 PBF LLC Series A Units and 4,670,091 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding warrants and options, respectively.


18		2022 Proxy Statement

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: $161,438

PEO total annual compensation: $7,294,215

Ratio of PEO to Median Employee Compensation: 45:1

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 population and our employee compensation arrangements in the past fiscal year that resulted in a significant change to our pay ratio disclosure. We acquired the Martinez Refinery in February 2020, which increased our employee population and, due to the COVID-19 pandemic, the salary of our CEO was reduced in 2020 and, due to the Company’s performance, none of our employees, including our CEO, received an annual cash bonus for 2020. In the first quarter of 2021, we fully restored our CEO’s salary and our employees, including our CEO, received an annual cash bonus in 2021. In determining the median employee for 2021, a listing was prepared of all employees of the Company and its consolidated subsidiaries as of December 31, 2021. 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 2021. 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, 2021, the Company and its consolidated subsidiaries employed 3,438 persons on a full-time and part-time basis.


				2022 Proxy Statement			19

EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY

2021-2022 Macroeconomic Environment and Key Compensation Committee Actions

• NEGATIVE DISCRETIONARY REDUCTION OF 80% IN 2021 NEO CASH BONUSES DESPITE ABOVE TARGET PERFORMANCE

• REVISED 2021 CASH BONUS PROGRAM TO DECREASE THE NEO TARGET PAYOUT TO 100% OF BASE SALARY FROM 150% AND TO INCLUDE A BALANCED MIX OF PERFORMANCE METRICS INCLUDING, ESG METRICS

• ENHANCED DISCLOSURE OF 2021 CASH BONUS PROGRAM METRICS, WEIGHTING AND TARGETS

• CONTINUED 33-1/3% CEO SALARY AND DIRECTOR RETAINER REDUCTIONS IN 2021

• INCREASED PROPORTION OF AT-RISK LONG-TERM INCENTIVE AWARDS IN 2021 FROM 50% TO 60%

• INCREASED CEO STOCK OWNERSHIP REQUIREMENT TO 6X SALARY IN 2022

• NEW 1 YEAR STOCK HOLDING REQUIREMENT FOR CERTAIN NEO EQUITY AWARDS UNDER EQUITY INCENTIVE PLAN AMENDMENT

• REVISED PAYOUTS FOR 2022 PERFORMANCE AWARDS TO BETTER ALIGN PAY FOR PERFORMANCE IN THE EVENT PEER GROUP SIZE DECREASES

•

Reduced 2021 Executive Cash Bonuses to 60% of Target Level from 140%: In February 2021, the Compensation Committee made the determination that no cash bonuses would be payable in respect of fiscal year 2020 performance. Due to the continuing impact of the COVID-19 pandemic, the Committee deferred the establishment of a new three-year CIP following expiration of the 2018-2020 CIP. At the meeting of the Committee in July 2021, the Committee determined that, while there had been improvement in the Company’s financial performance, it was not a sufficient basis for adopting a new multi-year CIP and, in lieu of the CIP, the Committee approved the 2021 COVID-19 Bonus Program to provide executives with a bonus opportunity as a percentage of their normal base salary based on predetermined financial (including Adjusted EBITDA), operating, ESG and strategic performance metrics, subject to the Committee’s discretion and the Company’s financial condition and liquidity. The target payout under the 2021 COVID-19 Bonus Program for the named executive officers was reduced to 100% of their normal base salary from the 150% target under the historic cash bonus program. In February 2022, the Compensation Committee exercised its negative discretion to reduce the cash bonuses payable to executives under the 2021 COVID-19 Bonus Program to 60% of the target level from the achieved level of 140% of the target level.

•

Continued the Temporary Reductions of CEO Salary and Director Cash Retainers: The Compensation Committee proactively temporarily reduced executive salaries and director cash retainers by 50% in June 2020 to reflect the impact of the COVID-19 pandemic on the Company’s performance and financial condition. Although the salary of other executives were restored in October 2020, the salary of our CEO remained reduced by 33-1/3% until March 1, 2021 and the cash retainer for our independent directors continued to be reduced by 33-1/3% through the second quarter of 2021.

•

Increased the Allocation of Performance Awards in NEO Long-Term Incentives to Improve Alignment with Stockholders: In order to further improve alignment with stockholder interests, the Compensation Committee has increased the percentage of NEO compensation consisting of at-risk awards. In 2021, the long-term incentive awards granted by the Compensation Committee to the executives consisted of 60% performance awards, up from 50% in the prior years and the weighting of the stock options decreased to 40%. The performance awards


20		2022 Proxy Statement


Executive Compensation		\|

have a single three-year performance period and pay based on Total Shareholder Return (“TSR”) as compared to a peer group. An emphasis on the TSR performance metric preserves performance accountability in both strong and weak commodity price environments and is aligned with stockholder interests. In 2022, the Compensation Committee also approved revisions to the forms of the performance award agreements to decrease the target payout opportunities where there are only six companies in the peer group.

•

Implemented Additional Compensation Best Practices: In 2021 and 2022, the Compensation Committee also implemented additional best practices including increasing the stock ownership requirement for the CEO and adding features to the Equity Incentive Plan that, if the Amendment is approved, by stockholders, will impose a new one-year stock holding requirement for NEOs for stock options, stock appreciation rights and full-value awards.

Our Compensation Program

Since our founding in 2008, PBF’s compensation programs have been designed to attract and retain highly qualified executives and to maintain a strong link between pay and the achievement of enterprise-wide goals. We emphasize and reward teamwork and collaboration among executive officers, which we believe produces growth and performance and optimizes the use of enterprise-wide capabilities for the benefit of our stockholders and other stakeholders. While our compensation objectives have not changed, the manner in which we seek to achieve them through our compensation programs has evolved significantly due to the change in our ownership structure and the growth of the company, especially the increase in our employee population as well as market realities.

The compensation programs initially established for our executives by our private equity sponsors were focused upon the achievement of short-term performance objectives and did not include significant long-term incentives in the form of equity. Since our IPO, under the guidance and stewardship of the Compensation Committee, our compensation program has progressively improved for stronger alignment with stockholder interests and reflects a number of best practices, including long-term incentives in the form of performance-based awards. The extent of the evolution of our compensation program is also apparent in the change in the mix of compensation elements and the proportion of total compensation that is at-risk. In 2021, the Compensation Committee modified our executive compensation program so that the percentage of our CEO’s and the other executive’s long-term incentives that are performance-based awards measured by TSR increased from 50% to 60%.

Board Responsiveness to 2020 Say-on-Pay Vote and Stockholder Feedback

At our 2021 Annual Meeting of Stockholders, our stockholders approved our NEOs’ 2020 compensation with approximately 95.38% of the vote. The Compensation Committee believes this level of support affirms the design and objectives of our executive compensation program. However, the Compensation Committee believes in providing for continuous improvement and refinement of the program as described below. Stockholder engagement and the outcome of our annual Say-on-Pay vote will continue to inform our future compensation decisions. We have 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, including executive compensation. We expect 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 compensation programs each year.


				2022 Proxy Statement			21


\|		Executive Compensation

GOVERNANCE FEATURES OF THE EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program contains features that align with good governance practices, reinforce our pay-for-performance philosophy and mitigate risk to our stockholders.

Our Compensation Principles

What We Do

Pay for Performance

The compensation of our executives has consistently reflected the Compensation Committee’s philosophy that the level of the Company’s performance will determine incentive compensation. Our annual cash bonus under the Cash Incentive Plan (“CIP”) has historically been determined based upon Adjusted EBITDA thresholds and has been a significant component of incentive compensation. In addition, in 2018, we introduced performance awards as part of our long-term compensation program with payouts based upon TSR. Our Compensation Committee has a demonstrated track record of aligning the compensation of our executives with the Company’s performance. As described above, in 2021, the Compensation Committee established the 2021 COVID-19 Bonus Program which included ESG metrics. Despite the Company’s achievement of the financial and operating performance metrics under the 2021 COVID-19 Bonus Program that would have resulted in an actual payout of 140% of the target level for executives, after reviewing the Company’s performance relative to its peers in 2021 and taking into consideration the Company’s financial condition, the Compensation Committee exercised its negative discretion to reduce the cash bonuses payable to executives to 60% of the target level.

Reward Long-Term Growth and Focus Management on Sustained Success and Stockholder Value Creation

A significant portion of the compensation of our executive officers is weighted toward equity-based awards that encourage sustained performance and positive stockholder returns.

Ownership Alignment

Equity awards should be subject to vesting over an extended period of time. We establish alignment between our stockholders and management through a straightforward three-year vesting schedule for options and three-year cliff vesting for performance awards. Under the Amendment of the Equity Incentive Plan being submitted for stockholder approval, the Board has instituted a one-year stock holding requirement for NEOs after vesting or exercise for stock options, stock appreciation rights and full-value awards. Please see Proposal No. 4 on page 64 for a discussion of the stock holding requirement.

Lower Cash Compensation as a Percentage of Total Compensation for Highly Compensated Employees

The percentage of compensation awarded in cash decreases as an employee’s total compensation increases in order for long-term performance to remain the overriding aspiration to realizing full compensation.

Strong Governance Standards in Oversight of Executive Compensation

We provide standard employee benefits and very limited perquisites to our executive officers. We provide no excise tax gross-ups.


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Executive Compensation		\|

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 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, including after taking into account the increase in 2022 for our CEO from 5x to 6x salary

✔ 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

✔ Payout of performance awards is capped at target amount if PBF’s TSR is negative

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 Amendment of the Equity Incentive Plan submitted for stockholder approval


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\|		Executive Compensation—Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements of our named executive officers for the fiscal year ended December 31, 2021 should be read together with the compensation tables and related disclosures about our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs summarized in this discussion.



Compensation Discussion and Analysis			24
Named Executive Officers			24
Compensation Philosophy			24
Peer Group and Benchmarking			25
Role of Compensation Committee			27
Role of Management			27
Role of Compensation Consultant			27
Compensation Elements and Mix			27
Annual Base Salary			28
Annual Cash Incentive			29



Long-Term Incentive Compensation			31
PBF Long-Term Incentive Awards			32
Payout of Performance Share Units and Performance Units Granted in 2019			36
Employment Agreements			37
Restrictive Covenants			37
No Gross-Ups			37
Other Benefits			37
Impact of Tax and Accounting Principles			38
Pension and Other Retirement Benefits			38
Compensation-Related Policies			39

Named Executive Officers

Our named executive officers for 2021 were:

•

Thomas J. Nimbley, Chairman of the Board and Chief Executive Officer (“CEO”);

•

C. Erik Young, Senior Vice President, Chief Financial Officer (“CFO”);

•

Matthew C. Lucey, President (“President”);

•

Thomas O’Connor, Senior Vice President, Commercial (“SVP-Commercial”); and

•

T. Paul Davis, President, Western Region (“President-Western Region”).

Compensation Philosophy

Our compensation arrangements are designed to ensure that our executives are rewarded appropriately for their contributions to our growth and profitability and that the compensation is demonstrably contingent upon and linked to our sustained success. This linkage encourages the commonality of interests between our executives and our stockholders. The following are the principal objectives in the design of our executive compensation arrangements:

•

to attract, retain and motivate superior management talent critical to our long-term success with compensation that is competitive within the marketplace;

•

to link executive compensation to the creation and maintenance of long-term equity value;

•

to maintain an appropriate balance among base salary, annual cash incentive payments and long-term equity-based incentive compensation, and other benefits;

•

to promote equity ownership by executives to align their interests with the interests of our stockholders; and

•

to ensure that incentive compensation is linked to the achievement of specific financial and operating objectives, which are established in advance and approved by the Board of Directors or the Compensation Committee.

In determining executive compensation, the Compensation Committee does not believe there is a single metric or combination of metrics that fully encapsulate our compensation philosophy. Formulaic compensation would not permit


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adjustments based on less quantifiable factors such as a disparity between absolute and relative performance levels that can arise from the volatility of our business. Our Company may outperform our peers but still fail to perform well on an absolute basis. Our executives should be rewarded for the performance of the Company on both an absolute and a relative basis.

The Compensation Committee recognizes the importance of utilizing performance metrics that align executive compensation with stockholder interests in the short- and long-term. With respect to short-term performance objectives, the Compensation Committee has historically measured short-term performance using only Adjusted EBITDA, a non-GAAP financial measure discussed further under “Annual Cash Incentive Plan,” as the most appropriate metric to align compensation with stockholder interests. However, due to the continuing impact of the COVID-19 pandemic, the Compensation Committee deferred establishment of the multi-year Cash Incentive Plan after the 2018-2020 CIP expired. At a meeting of the Committee in July 2021, the Committee determined that, while there had been improvement in the Company’s financial performance, it was not a sufficient basis for adopting a new multi-year CIP and, in lieu of the CIP, the Committee approved the 2021 COVID-19 Bonus Program to provide executives with a bonus opportunity based on predetermined financial (including Adjusted EBITDA), operating, ESG and strategic performance metrics. The Compensation Committee continues to believe the achievement of long-term performance objectives is best measured using TSR, the metric utilized under our performance awards as discussed in “Long-Term Incentive Compensation.”

Peer Group and Benchmarking

Peer Selection

The target total direct compensation of our CEO is determined based upon the refining peer group. We select our peer group principally based on our industry and take into consideration whether those companies include us in their peer group for compensation purposes. In selecting the peer group, the Compensation Committee considered various peer group selection approaches and determined that two peer groups should be selected. The first peer group, referred to as the “2021 Refining Peer Group” is selected based upon criteria relevant to the Company—the refining industry and a comparable business model. The Compensation Committee considered the total compensation information for equivalent positions or equally ranked executives from a six-company refining industry peer group consisting of:



		2021 Refining Peer Group CVR Energy, Inc.^# Delek US Holdings, Inc.* HollyFrontier Corporation* Marathon Petroleum Corporation^# Phillips 66^# Valero Energy Corporation*

#	Indicates that PBF is included in the company’s performance peer group based on its 2021 proxy statement.

_*	Indicates that PBF is included in the company’s compensation peer group based on its 2021 proxy statement.


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\|		Executive Compensation—Compensation Discussion and Analysis

Adjustments for Relative Size of Peers

Because the refining peer group includes companies that are significantly larger than the Company, such as Valero Energy Corporation, Marathon Petroleum Corporation and Phillips 66 Company, the Compensation Committee applies a discount of no less than 35% to the mean of the total summary compensation table data of such peer group used for benchmarking our CEO’s Target Total Direct Compensation to reflect our relative size. Once determined using the refining peer group data, the Compensation Committee then adjusts the target total direct compensation to the extent the Committee deems necessary to align with a secondary reference group. These companies provide a good indicator of the current range of executive compensation that the Compensation Committee can adjust based upon the data provided for this group taken together with a group of similarly sized companies (in terms of market capitalization and revenue), the “2021 Secondary Reference Group”:



		2021 Secondary Reference Group CVR Energy, Inc.^# Delek US Holdings, Inc.* Eastman Chemical Company HollyFrontier Corporation* Huntsman Corporation Marathon Petroleum Corporation^# ONEOK, Inc. Phillips 66^# Targa Resources Corp. The Chemours Company Valero Energy Corporation* World Fuel Services Corporation

#	Indicates that PBF is included in the company’s performance peer group based on its 2021 proxy statements.

*	Indicates that PBF is included in the company’s compensation peer group based on its 2021 proxy statements.

While the Compensation Committee believes that compensation should reward performance, the recognition of performance should not be out of line with the competitive market for talent in equivalent roles. The Compensation Committee recognizes that this approach can lead to a different assessment of compensation and performance. Because PBF has historically been a high growth company with a focus on securing and retaining the best talent, the Compensation Committee believed it was important that the 2021 Refining Peer Group not be limited to companies of similar size, particularly since there is a limited number of size-relevant industry peers. Importantly, as it relates to the named executive officers, the 2021 Refining Peer Group reflects companies whose executives have a comparable relative impact as our executives on the company’s specific structure and strategy. The 2021 Refining Peer group also reflects the Compensation Committee’s expectation that, in order to compete for purposes of retaining existing executive talent or recruiting new executive talent, the Company’s compensation programs need to be comparable to these larger, more mature companies. The Compensation Committee believes that the compensation programs of these companies reflect the same or similar objectives in terms of performance although these companies may not face the same expectations for growth and may be better positioned to compete for talent. The Compensation Committee also considers it appropriate to review market practice information for the 2021 Refining Peer Group, which is relevant despite difference in company size.

In determining the 2021 Target Total Direct Compensation for our CEO, the Compensation Committee reviewed the data for the 2021 Refining Peer Group (discounted by 35%) and the 2021 Secondary Reference Group and determined that our CEO’s compensation should be further adjusted to reflect the impact of COVID-19 on the Company’s performance and financial condition. The Target Total Direct Compensation of our other named executive officers was determined based upon the CEO’s Target Total Direct Compensation and their relative responsibilities. In


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2021, the total compensation of our CEO was compared to the chief executive officers or equivalents of the 2021 Refining Peer Group and the 2021 Secondary Reference Group and he received total compensation below the 25th percentile of the 2020 total target compensation of both the 2021 Refining Peer Group and the 2021 Secondary Reference Group.

Role of the Compensation Committee

Our compensation policies and objectives are established by the Compensation Committee of PBF Energy, which is composed solely of independent directors. The Board, based on the recommendation of the Compensation Committee, approved our Equity Incentive Plan, including the Amendment being submitted for stockholder approval under Proposal No. 4. The Compensation Committee approves all aspects of executive compensation, including base salary increases or other changes, incentive compensation arrangements and eligibility for long-term equity compensation for our named executive officers in 2021 and individual grants of long-term incentive awards under PBF Energy plans to our named executive officers and other employees.

Role of Management

The Compensation Committee works closely with management to ensure that compensation programs are aligned with appropriate performance goals and our strategic direction. Specifically, the CEO will provide to the Compensation Committee his opinion of executive performance, recommend business performance targets and objectives, and recommend salary levels and annual and long-term incentive levels. The Compensation Committee ultimately determines and approves the compensation arrangements for our named executive officers and senior management, the appropriate annual salary, as well as applicable incentive compensation arrangements, taking into account management input.

Role of Compensation Consultants

As described under “Compensation Consultant Disclosures,” the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant to, when requested, evaluate our executive compensation programs and provide input with respect to appropriate levels and forms of compensation. The objective of this engagement and any requested evaluation is to ensure that PBF Energy remains competitive and develops and maintains a compensation framework that is appropriate for a public company to attract, retain and motivate senior executives. The Compensation Committee concluded that no conflict of interest exists that would prevent Pay Governance from independently representing the Compensation Committee.

Compensation Elements and Mix

We believe that compensation for our executive officers should provide a balance between our short- term and long-term performance goals. As a result, a significant portion of executive compensation will be “at risk” and is tied to the attainment of previously established financial and stockholder return goals. However, we also believe that it is prudent to provide competitive base salaries and benefits to attract and retain superior talent in order to achieve our strategic objectives.

For 2021, the base elements of our compensation programs remained the same—base salary, annual cash bonus, long-term incentives and benefits. The Compensation Committee uses a mix of compensation elements for our named executive officers, with a significant percentage of total compensation provided in the form of performance-based long-term incentives. These long-term incentives are intended to strengthen the alignment of the long-term interests of our named executive officers and our stockholders. In addition, our executive officers receive phantom units from PBF Logistics LP that mirror the performance of PBF Logistics LP common units.


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\|		Executive Compensation—Compensation Discussion and Analysis

In 2021, the mix of the components of our CEO’s compensation and the average for the other named executive officers, excluding change in pension value and all other compensation, on a percentage basis, was as follows:

“At Risk” means there is no guarantee that the target value will be realized.

Annual Base Salary

Base salary is used as a principal means of providing cash compensation for performance of a named executive officer’s essential duties. Base salaries for our named executive officers are determined on an individual basis, reflecting role, the level of job responsibility in the organization, contributions towards our strategic goals, past experience and market comparisons and are intended to provide our named executive officers with a stable income. Salaries are reviewed from time to time by the Board of Directors, and all proposed adjustments to the base salaries of our named executive officers are reviewed and approved by the Compensation Committee.

The following table sets forth the base salaries received by our named executive officers in 2021. The COVID-19 temporary reductions in the base salaries of named executive officers ceased effective October 1, 2020 for all executives other than our CEO. Our CEO’s base salary was reinstated in March 2021. Base salary adjustments for named executive officers are typically made on a two-year cycle unless there is a significant change in job responsibilities or our operating environment. The last base salary increase for our CEO was in 2016 while salaries for the other named executive officers were last increased in 2018.


Named Executive Officer	2020 Salary (1)		2021 Salary (2)

Thomas Nimbley Chief Executive Officer		875,000		1,416,666

C. Erik Young Senior Vice President, Chief Financial Officer		423,750		565,000

Matthew C. Lucey President		487,500		650,000

Thomas O’Connor SVP-Commercial		403,125		537,500

T. Paul Davis President-Western Region		403,125		537,500

(1)	In 2020, the base salaries of all of the executives were temporarily reduced in connection with the COVID-19 pandemic.

(2)	Reflects the fully restored normal base salaries of all executives with the exception of Mr. Nimbley, whose normal base salary of $1,500,000 was not restored until March 2021.


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Annual Cash Incentive

Historically, our named executive officers have participated in an annual cash incentive compensation plan (“CIP”) that is the same plan as is maintained for all non-represented employees. Under the CIP, employees are assigned a bonus level that establishes bonus opportunities as a percentage of salary. Until 2021, the sole financial performance metric used for the CIP was:


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

(a)	This is a non-GAAP performance metric. It is calculated as earnings before interest and financing costs, interest income, income taxes, depreciation and amortization expense adjusted to exclude certain items.

Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization) and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends. We also use EBITDA and Adjusted EBITDA as measures for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our board of directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements that may differ from the Adjusted EBITDA definition described below. EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing the Senior Notes and other credit facilities. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating income or net income (loss) as measures of operating performance. In addition, EBITDA and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before equity-based compensation expense and certain other non-cash items.

The Compensation Committee typically approves the CIP in advance for a period of three fiscal years. Bonuses relating to the performance in a fiscal year, if approved by the Compensation Committee, are typically paid in March of the following year. Under the CIP, the named executive officers historically had a target bonus opportunity of 150% of base salary, with a maximum bonus opportunity of 300%. The last CIP approved by the Compensation Committee covered the period from 2018 to 2020 (the “2018-2020 CIP”). In February 2021, the Compensation Committee made the determination that no cash bonuses would be payable under the 2018-2020 CIP in respect of fiscal year 2020 performance.

2021 COVID-19 Bonus Program

Due to the continuing impact of the COVID-19 pandemic, which resulted in substantial decreases in the Company’s revenue and negative Adjusted EBITDA in 2020, the Compensation Committee deferred establishment of a Cash Incentive Plan following the expiration of the 2018-2020 CIP. At the meeting of the Committee in July 2021, the Committee determined that, while there had been improvement in the Company’s financial performance, it was not sufficient to adopt a new multi-year CIP and, in lieu of the CIP, the Committee approved the 2021 COVID-19 Bonus Program to provide executives with a bonus opportunity as a percentage of their normal base salary based on predetermined financial metrics (including Adjusted EBITDA), operational metrics (Distributable Cash Flow at PBFX), operational metrics (Adjusted Controllable Costs), ESG metrics relating to health, safety and environment and strategic performance metrics, subject to the Committee’s discretion and the Company’s financial condition and liquidity. Adjusted EBITDA under the 2021 COVID-19 Bonus Program was defined the same as under the CIP. Distributable Cash Flow at PBFX is a non-GAAP measure reflecting cash flow available to be paid to PBFX’s common unitholders, as disclosed in PBFX’s consolidated financial statements. Adjusted Controllable Costs is a measure of how effectively we manage fixed and variable costs, excluding energy, versus internal targets. Management uses this measure as a factor in its assessment of performance for the purposes of compensation decisions. Adjusted Controllable Costs is a non-GAAP financial measure because it excludes certain variable and other costs that management believes are not directly relevant to compensation decisions; it is the sum of the salary, wages and benefits, rentals and leases, engineering and professional fees, inspection, waste handling, vacuum trucks, other outside services, maintenance, FCC catalyst, acid and chemicals at the Company’s


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\|		Executive Compensation—Compensation Discussion and Analysis

refineries. The ESG metrics measure the Company’s safety and environmental performance, specifically the rate of loss time injuries (“LTIR”) which measures incidents leading to an employee or contractor being unable to work due to an incident that must be reported to the Occupational Safety and Health Administration (“OSHA”), the occurrence of an event requiring immediate notice to regulatory authorities owe to the potential for human health to be immediately impacted and emissions events involving flaring of greater than 500lbs of sulfur dioxide. Strategic performance under the 2021 COVID-19 Bonus Program was to be determined at the discretion of the Committee. The threshold payout level of 50% for each of the other metrics under the 2021 COVID-19 Bonus Program was expected to be achievable at the time the metrics were approved by the Committee. The target payout level of 100% of their normal base salary for the named executive officers (reduced from 150%) for those metrics was expected to be achievable with difficulty at the time the metrics were established and the maximum level of 300% for the named executive officers was not expected to be achievable. The table below sets forth the applicable metrics and the threshold, target and maximum performance objectives with interpolation between:


Performance Metric	Target Weighting			Threshold	Target	Maximum

*Adjusted EBITDA* ($) (1)		*22.5*	%	$ 0	$150 million	$300 million

Distributable Cash Flow at PBFX ($)		*17.5*	%	$96 million	$ 167 million	$238 million

*Adjusted Controllable Costs*		28	%	Cannot Exceed Budget by more than 10%	Meets Budget	Under Budget by 10% or more

*ESG Metrics*		12	%

LTIR		4	%	Equal to 0.20	Equal to 0.15	Equal to 0.10

Tier 1 Events		4	%	Equal to 8	Equal to 6	Equal to 4

Federal Flaring Events > 500lbs SO₂		4	%	Equal to 12	Equal to 9	Equal to 6

*Strategy*		20	%	Compensation Committee Discretion	Compensation Committee Discretion	Compensation Committee Discretion

(1)	The Adjusted EBITDA targets reflect the fact that the Company’s Adjusted EBITDA for fiscal year 2020 was $(895.9) million. For fiscal year 2021, the Company’s Adjusted EBITDA was $467.4 million.

The Compensation Committee has a demonstrated track record of aligning the compensation of our executives with the Company’s performance. When performance thresholds are not met, the Compensation Committee has not exercised discretion to award bonuses to our named executive officers. While the Compensation Committee believes that limited discretion under the Company’s executive compensation program is necessary to address circumstances beyond management’s control such as prevailing operating and market conditions, the Compensation Committee believes that any use of discretion should be narrow in scope and rare, and that such actions must be determined by the Compensation Committee and aligned with the best interests of the Company’s stockholders. In keeping with this philosophy in 2021, the Compensation Committee determined that the Compensation Committee’s exercise of positive discretion under the CIP shall be limited to 20% of the amount determined under the formulaic plan and there would be no limit to the Committee’s negative discretion.

Excluding strategic performance, the Company’s actual achievement of the financial, operating and ESG performance metrics under the 2021 COVID-19 Bonus Program would have resulted in a payout of 140% of the target level for executives. After reviewing the Company’s performance relative to its peers in 2021 and taking into consideration the Company’s financial condition, the Compensation Committee exercised negative discretion to reduce the cash bonuses payable to executives under the 2021 COVID-19 Bonus Program to 60% of the target level.


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Long-Term Incentive Compensation

Our named executive officer compensation includes a substantial equity component because we believe superior equity investors’ returns are achieved through a culture that focuses on the Company’s long-term performance. By providing our executives with an equity stake, we are better able to align the interests of our named executive officers and our other stockholders. PBF stock options, performance share units and performance units and PBFX phantom unit awards provide an incentive that aligns our named executive officers’ interests with those of our stockholders. In setting the long-term incentive target value for the CEO and the other named executive officers, the Compensation Committee relies on input from its independent compensation consultant and benchmark research, focusing on the compensation of the executive relative to the CEO as well as taking into account the form and amount of similar compensation opportunities in the peer group. The Compensation Committee also considers the CEO’s demonstrated performance, and the Company’s size, scope, and complexity relative to the comparison companies. For the other named executive officers, the Compensation Committee sets a long-term incentive target value for each person, referencing incentive opportunities for executives in similar positions at companies in the peer group. The long-term incentive awards represent a pay opportunity, with the ultimate realized value of equity-based awards determined by relative stockholder return and stock price performance over a three- to ten-year period. In 2021, in order to strengthen the alignment with the stockholder interests, the Compensation Committee re-allocated the target total compensation of the named executive officers, decreasing the target bonus opportunity for the named executive officers under the 2021 COVID-19 Bonus Program to 100% of base salary from 150% and increasing the target value of the long-term incentive awards. The table below sets forth the 2021 target value of long-term incentive awards established by the Compensation Committee for our named executive officers (the amounts set forth may vary slightly from the amounts in the Summary Compensation Table):


2021 Target Long-Term Incentive Compensation
Position	Target Value of Stock Options		Target Value of Performance Share Units		Target Value of Performance Units		Target Value of PBFX Phantom Units (1)

CEO	$	1,672,057	$	1,254,043	$	1,254,043	$	290,000

President	$	716,858	$	537,644	$	537,644	$	217,500

CFO	$	660,866	$	495,650	$	495,650	$	181,250

SVP – Commercial	$	622,823	$	467,117	$	467,117	$	181,250

President, Western Region	$	622,823	$	467,117	$	467,117	$	181,250

(1)	The PBFX Phantom Units are approved by the Board of the general partner of PBF Logistics LP and the target value reflects the actual grant date value.

The target values for the stock options, performance share units and performance units are used to determine the number of those awards granted to the named executive officers. To determine the number of stock options granted, the target value is divided by the Black-Scholes value of the option on the date of grant. To determine the number of performance share units and performance units, the target value for each are divided by the Monte-Carlo value of the units on the date of grant. Year over year these valuations can fluctuate significantly due to volatility in the trading price of the Company’s Class A Common Stock.

Our long-term incentive awards are granted under the Equity Incentive Plan, which was approved by stockholders at the 2018 Annual Meeting. The Equity Incentive Plan is the source of new equity-based and cash- based awards. It permits us to grant our key employees and others incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code), non-qualified stock options, performance awards, stock appreciation rights, restricted stock, other awards valued in whole or in part by reference to shares of our Class A Common Stock and performance based awards denominated in shares or cash. The total number of shares of Class A Common Stock which may be issued under the Equity Incentive Plan is 16,200,000, subject to adjustment upon certain events specified thereunder. We are seeking stockholder approval, among other things, to increase the number of shares that may be issued under the Equity Incentive Plan by 3,500,000 shares under Proposal No. 4.


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\|		Executive Compensation—Compensation Discussion and Analysis

The Compensation Committee administers the Equity Incentive Plan and, considering the recommendations of management, determines who will receive awards under the Plan, as well as the form of the awards, the number of shares underlying the awards, and the terms and conditions of the awards consistent with the terms of the Plan. We granted the 2021 long-term incentive awards to our named executive officers on November 18, 2021. Due to the nature of long-term incentive awards, the actual long-term compensation value realized by our named executive officers will depend on performance and the price of our underlying stock at the time of settlement. The Compensation Committee determines the value of the annual long-term incentive grants to the executives taking into account, among other factors, including the Company’s performance, and has in prior years reduced the value of the long-term incentive grant from year to year based on the Company’s prior year performance. The 2021 long-term incentive awards were based on an intended dollar value of compensation for the named executive officers on the date of grant rather than a specific number of stock options, performance share units or performance units or the hypothetical valuation based on a simulation model. The forms of awards differ as illustrated below with respect to the amount and timing of realized compensation:


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

PBF’s Long-Term Incentive Awards

Beginning in 2018, for stronger alignment with stockholder interests and to better align the long-term incentive awards with our pay-for- performance philosophy, the Compensation Committee changed the mix of PBF long-term incentive awards, based on grant date value, from time-based restricted stock (50%) and stock options (50%) to stock options (50%), performance share units (25%), and performance units (25%). In 2021, in conjunction with decreasing the target annual cash bonus and increasing the long-term incentives, the Compensation Committee further adjusted the allocation to increase the combined weighting of the performance awards from 50% to 60% grant date value to strengthen the alignment with stockholder interests and pay-for-performance principles. The primary purpose of our long-term incentive grants is to motivate our named executive officers to achieve our long-term business objectives over multiple years and align the named executive officers’ interests with those of our stockholders. We discuss each of our forms of long-term incentive awards in more detail below.


2021 Long-Term Incentive Compensation
Position	Performance Share Units (1)		Performance Units (2)		Stock Options (1)		PBFX Phantom Units (3)

CEO		66,954		2,612,589		169,925		20,000

President		28,705		1,120,091		72,851		15,000

CFO		26,463		1,032,604		67,161		12,500

SVP – Commercial		24,940		973,160		63,295		12,500

President, Western Region		24,940		973,160		63,295		12,500

(1)

Even after taking into account the increase in the target value of the long-term incentive awards and the re-allocation of the long-term incentive awards to increase the weighting of performance awards, the number of performance share units and stock options granted to the named executive officers in 2021 decreased as compared to 2020 due to the increase in the grant date price of the Class A Common Stock to $13.91 in 2021 compared to $6.72 in 2020.


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(2)

The increase in the number of performance units granted in 2021 as compared to 2020 resulted from the combined effect of the increase in the weighting of performance units in the allocation of the long-term incentives and a decreased Monte-Carlo value due to the price volatility of our Class A Common Stock.

(3)	The number of PBFX phantom units granted in 2021 was unchanged as compared to 2020.

Performance Share Units and Performance Units

The Compensation Committee believes a performance award program serves as a complement to stock options. Our program benchmarks our TSR relative to our industry peer group. This relative evaluation allows for the cyclicality of our business and the impact that commodity prices (e.g., crude oil) have on the industry as a whole. The Compensation Committee believes that TSR is an appropriate metric for our performance award program as it is commonly used by stockholders to measure a company’s performance relative to others within the same industry. It also aligns the compensation of our named executive officers with the value delivered to our stockholders. The design of our performance award program ensures we pay above target compensation only when our TSR is above the median of the peer group and is subject to a negative TSR cap discussed further below. We currently have a seven company peer group (including us) for performance awards. In 2022, the Compensation Committee revised the forms of the performance award agreements to decrease the target payout opportunities where there are only six companies (including us) in the peer group.

Performance Share Units

The number of performance share units granted represents the target number of performance share units and the actual payout will vary from 0% to 200% of that target number upon settlement at the end of the three-year performance period. In addition, the performance share units are granted with dividend equivalent rights. This allows our named executive officers to receive dividends on the underlying performance share units if, and to the extent, vested and the underlying performance metrics are met. For awards granted prior to November 2020, the final number of shares of Class A common stock delivered in settlement of the performance share unit award will be the aggregate of the payout for each of the four measurement periods plus the value of accumulated dividend equivalents. For awards granted after November 2020, the final number of shares of Class A common stock delivered in settlement of the performance share unit award will be the payout determined after a single three-year measurement period plus the value of accumulated dividend equivalents. The number of performance share units granted to each of our named executive officers can be found in the “Grants of Plan-Based Equity Awards in 2021” table in this proxy statement.

Performance Units

Each performance unit is dollar denominated with a target value of $1.00. The actual payout may vary from $0.00 to $2.00 (0% to 200% of target). The Compensation Committee believes that having the maximum payout capped at $2.00 per unit mitigates excessive or inappropriate risk-taking. For awards granted prior to November 2020, the final value of the performance unit award will be determined by multiplying the simple average of the payout percentages for the four measurement periods by the number of performance units granted. For awards granted after November 2020, the final value of the performance unit award will be determined by multiplying the payout percentage for the single three-year measurement period by the number of performance units granted. These awards settle in cash. The number of performance units granted to each of our named executive officers can be found in the “Grants of Plan-Based Equity Awards in 2021” table in this proxy statement.

How We Measure TSR Performance

For performance awards granted prior to November 2020, TSR is measured over a 36-month performance cycle, with vesting only occurring at the end of the three-year period and the performance cycle has four equally weighted measurement periods: (1) the first 12 months, (2) the second 12 months, (3) the third 12 months, and (4) the entire 36-month period. Effective with the awards granted in November of 2020, TSR is measured over a single 36-month performance cycle, with vesting only occurring at the end of the three-year period. Based on investor feedback and as part of its continued review of the Company’s compensation program, the Compensation Committee determined that it was more appropriate to measure TSR over one 36-month measurement period. By having one measurement period, attaining maximum payout based on TSR may be achieved only by outperforming the peer group over the three-year period.


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\|		Executive Compensation—Compensation Discussion and Analysis

Each peer group member’s TSR is determined by taking the sum of the company’s stock price appreciation or reduction, plus its cumulative cash dividends, for each measurement period and dividing that total by the company’s beginning stock price for that period, as illustrated below:

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

Beginning Stock Price

The beginning and ending stock prices used for us and each peer group member in the TSR calculation are the averages of the company’s respective closing stock prices for the 30 days immediately preceding the beginning and ending date of the applicable measurement period. The design also mitigates significant market fluctuations in stock price at the beginning or end of a performance cycle and discourages excessive or inappropriate risk-taking near the end of a performance cycle by limiting the impact on the overall payout of the award.

How We Calculate Payout Percentage – Negative TSR Cap

Our TSR performance is measured for each measurement period, with the related payout percentage determined based on our performance relative to our peer group which is measured by two criteria—our rank within the peer group and our performance relative to the average TSR for the peer group. However, if our TSR is negative for a measurement period, the payout percentage for that measurement period is capped at target (100%) regardless of actual relative TSR performance. We refer to this provision as a “negative TSR cap”. The final payout is the average of our payout based on our rank and our payout based on our performance relative to the average TSR for the peer group. For performance awards granted prior to 2020, the peer group consisted of Delek US Holdings, Inc., HollyFrontier Corporation, Marathon Petroleum Corporation, Phillips 66 Company and Valero Energy Corporation and the payout based on our rank is determined as follows:


Performance Awards Prior to 2020
Performance Period TSR Performance Rank		TSR Performance Rank Payout Percentage

Ranked Sixth		0%

Ranked Fifth		50%

Ranked Third or Fourth		100%

Ranked Second		150%

Ranked First		200%

For performance awards granted prior to 2020, payout with respect to our TSR performance compared to the average TSR of the peer group is determined as the absolute mathematical difference between our TSR performance percentage and the average percentage of TSR of the peer Group on an interpolated basis:


Performance Awards Prior to 2020
Performance Period Company TSR Performance		TSR Performance Percentile Payout Percentage

25% or more below the average TSR for the peer group		0%

0% difference between the average TSR for the peer group		100%

25% or more above the average TSR for the peer group		200%


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For performance awards granted since 2020, there is one three-year performance period and the size of the peer group increased to seven with the addition of CVR Energy Inc. The payout for the awards based on rank is determined as follows:


Performance Awards Granted Since 2020
Three-year TSR Performance Rank		TSR Performance Rank Payout Percentage

Ranked Seventh		0%

Ranked Sixth		33.33%

Ranked Fifth		66.67%

Ranked Fourth		100%

Ranked Third		133.33%

Ranked Second		166.67%

Ranked First		200%

For performance awards granted in 2020 and 2021, payout with respect to our TSR performance compared to the average TSR of the peer group is determined as the absolute mathematical difference between our TSR performance percentage and the average percentage of TSR of the peer Group on an interpolated basis:


Performance Awards Granted Since 2020
Three-Year Company TSR Performance		TSR Performance Percentile Payout Percentage

25% or more below the average TSR for the peer group		0%

0% difference between the average TSR for the peer group		100%

25% or more above the average TSR for the peer group		200%

Stock Options

Stock options provide a direct but variable link between our named executive officers’ long-term compensation and the long-term value stockholders receive by investing in PBF. The Compensation Committee believes stock options are inherently performance based as option holders only realize benefits if the value of our stock increases for all stockholders after the grant date. The exercise price of our stock options is equal to the per-share closing price of PBF common stock on the grant date. Stock options vest in equal installments on the first, second, third and fourth anniversary of the date of grant and have a maximum 10-year term during which a named executive officer may exercise the options. Option holders do not have voting rights or receive dividends on the underlying stock. The number of options granted to each of our named executive officers can be found in the “Grants of Plan-Based Equity Awards in 2021” table in this proxy statement.

PBFX Phantom Units

Our named executive officers are eligible to receive awards under the PBF Logistics LP 2014 Long-Term Incentive Plan, or the PBFX LTIP. Grants to our executive officers under the PBFX LTIP are determined by the directors of the general partner of PBF Logistics LP, which administers the PBFX LTIP and are reported to the Compensation Committee.


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\|		Executive Compensation—Compensation Discussion and Analysis

Payout of Performance Share Units and Performance Units Granted in 2019

ln October 2019, the Compensation Committee awarded performance units and performance share units to our NEOs as part of the 2019 LTl program that vested on December 31, 2021. The 2019 performance units and performance share units evaluated our TSR relative to a peer group of petroleum industry competitors over three individual one-year periods from January 1, 2019 to December 31, 2021 and the entire 36-month performance cycle. This relative evaluation recognizes the cyclical nature of our business and commodity prices and prevents volatility from directly advantaging or disadvantaging the payout percentage.


		TSR Calculation (Ending Stock Price - Beginning Stock Price) + Cumulative Cash Dividends
		Beginning Stock Price
		The beginning and ending stock price is the average of each company’s closing stock price for the 30 days immediately preceding each applicable date



		2019 Performance Award Peer Group Delek US Holdings, Inc. HollyFrontier Corporation Marathon Petroleum Corporation Phillips 66 Company Valero Energy Corporation

Our relative TSR performance percentile was measured for each measurement period, with the payout for performance between quartiles determined using linear interpolation. ln February 2022, the Compensation Committee certified the final TSR results for the 2019 performance units and performance share units:


TSR Measurement Period	Actual TSR (%)			Rank		TSR Performance Rank Payout Percentage			Percentile Payout Percentage			TSR Payout Percentage
1/1/2019—12/31/2019		-1.33	%		4		100	%		42.97	%		71.49	%
1/1/2020—12/31/2020		-75.33	%		6		0	%		0	%		0	%
1/1/2021—12/31/2021		70.28	%		1		200	%		200	%		200	%
1/1/2019—12/31/2021		-57.07	%		6		0	%		0	%		0	%

The number of shares issued pursuant to the performance share units upon actual payout could vary from 0% to 200% of the number of performance share units issued. One-fourth of the performance share units initially granted was multiplied by the TSR Payout Percentage for each measurement period to determine the number of shares to be awarded for that period and the shares for the four periods were then aggregated. The aggregate number of shares was then increased by a number of shares equal to the dividend equivalent awards earned over the performance cycle to determine the performance cycle payout. In February 2022, the Compensation Committee approved the following stock awards to the NEOs in respect of the 2019 performance share units:


	CEO			President			CFO			SVP Commercial			President, Western Region

Number of Performance Share Units Initially Granted		48,299			19,589			17,365			15,618			15,618

Aggregate Number of Shares Awarded (including dividend equivalents)		36,575			14,835			13,151			11,828			11,828

Shares awarded as Percentage of Performance Share Units Granted (%)		76	%		76	%		76	%		76	%		76	%

Under the 2019 performance unit agreements, each performance unit, which settled in cash, had a target value of $1.00, and the actual payout could vary from $0.00 to $2.00 (0% to 200% of target). One-fourth of the performance units initially granted was multiplied by the TSR Payout Percentage for each measurement period to determine the


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Executive Compensation—Compensation Discussion and Analysis		\|

cash to be awarded for that period and the payout for the four periods were then aggregated to determine the performance cycle payout. In February 2022, the Compensation Committee approved the following cash payouts to the NEOs in respect of the 2019 performance units:


	CEO				President				CFO				SVP Commercial				President, Western Region

Target Number of Performance Units			2,142,096				868,768				770,150				692,661				692,661

Payout ($)		$	1,453,895			$	589,655			$	522,721			$	470,127			$	470,127

Payout as Percentage of Grant Date Value of Performance Units (%)			68	%			68	%			68	%			68	%			68	%

Employment Agreements

We believe that employment agreements with our executives are necessary to attract and retain key talent as they provide a minimum level of stability to our executives in the event of certain terminations and/or the occurrence of a change in control of our business, freeing the executive to focus on our business and stockholder returns rather than personal financial concerns. Our named executive officers are party to employment agreements with PBF Investments LLC, an indirect wholly owned subsidiary of PBF LLC.

Each of our named executive officer’s employment agreement with PBF Investments LLC has the following features:

•

An employment term of one year with automatic one-year extensions thereafter, unless either we or the officer provide 30 days’ prior notice of an election not to renew the agreement.

•

Under the agreement, the named executive officer is entitled to receive an annual base salary with any increases at the sole discretion of our Board.

•

The executive is eligible to participate in our annual Cash Incentive Plan.

•

The executive is also eligible for grants of equity-based compensation, as discussed above.

•

The executive is entitled to participate in our employee benefit plans in which our employees are eligible to participate, other than any severance plan generally offered to all of our employees, on the same basis as those benefits are generally made available to other senior executives.

Restrictive Covenants

Each executive is also subject to a covenant not to disclose our confidential information during his employment term and at all times thereafter and covenants not to compete with us and not to solicit our employees during his employment term and for six months following termination of his employment for any reason, subject to certain exceptions.

No Gross-Ups

The termination provisions in the employment agreements are discussed under “—Potential Payments Upon Termination Occurring on December 31, 2021, Including in Connection With a Change In Control” below. In addition, the employment agreement provides for severance in the event an employment agreement is not renewed by us in connection with a Change in Control, and provides, that in the event of a Change in Control, the payments made under the employment agreement will be reduced under certain circumstances in order to avoid any required excise tax under Section 4999 of the Code.

Other Benefits

All executive officers, including the named executive officers, are eligible for other benefits including: medical, dental, vision, short-term disability and life insurance. The executives participate in these plans on the same basis, terms and conditions as other administrative employees. In addition, we provide long-term disability insurance coverage on


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\|		Executive Compensation—Compensation Discussion and Analysis

behalf of the named executive officers at an amount equal to 65% of current base salary and have the opportunity to have annual health exams. The named executive officers also participate in our paid time off and holiday program, which provide paid leave during the year at various amounts based upon the executive’s position and length of service.

Impact of Tax and Accounting Principles

The forms of our executive compensation are largely dictated by our capital structure and competition for talented and motivated senior executives, as well as the goal of aligning their interests with those of our stockholders. We do take tax considerations into account, both to avoid tax disadvantages and to obtain tax advantages, where reasonably possible and consistent with our compensation goals (tax advantages for our executives benefit us by reducing the overall compensation we must pay to provide the same after-tax income to our executives), including the application of Sections 280G and 409A of the Code. Section 162(m) of the Code (“Section 162(m)”) imposes a $1,000,000 cap on federal income tax deductions for compensation paid to “covered persons” under Section 162(m) during any fiscal year. While the Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the Compensation Committee considers the tax treatment of compensation pursuant to Section 162(m) and other applicable rules in determining the amounts of compensation for our named executive officers. The Compensation Committee reviews the impact of our compensation programs against other considerations, including stockholder alignment, market competitiveness, accounting impact, effectiveness and perceived value to the executives. Because the Compensation Committee believes that many different factors influence a well-rounded, comprehensive and effective executive compensation program, we do not require all compensation we provide to our executive officers to be deductible.

Pension and Other Retirement Benefits

Defined Contribution Plan. Our defined contribution plan covers all employees, including our named executive officers. Employees are eligible to participate as of the first day of the month following 30 days of service. Participants can make basic contributions up to 50% of their annual salary subject to Internal Revenue Service limits. We match participants’ contributions at the rate of 200% of the first 3% of each participant’s total basic contribution based on the participant’s total annual salary. Employee contributions and our matching contributions to the defined contribution plan are fully vested immediately. Participants may receive distributions from their defined contribution plan accounts any time after they cease service with us.

PBF Energy Pension Plan. We sponsor a qualified defined benefit plan for all employees, including our named executive officers, with a policy to fund pension liabilities in accordance with the limits imposed by the Employee Retirement Income Security Act of 1974, or ERISA, and Federal income tax laws. Annual contributions are made to an individual employee’s pension account based on their age and length of service with us and eligible pensionable earnings, up to certain limits imposed by Federal and state income tax laws. Employees become eligible to participate in the defined benefit plan as of the first day of the month after their first 30 days of employment and an employee’s interest in their plan account vests after three years of employment, with the exception of certain circumstances.

PBF Energy Restoration Plan. We sponsor a non-qualified plan for non-represented employees, including our named executive officers. Contributions, which are made at our discretion, are made to an individual employee’s pension restoration account based on their total cash compensation over a defined period of time. Employees become eligible to participate in the non-qualified plan as of the first day of the month after their first 30 days of employment. Previously, with the exception of certain circumstances, an employee’s interest in their plan account vested after one year of employment, however, in 2010, the vesting period was increased to three years. All of our named executive officers’ interests in their plan accounts are vested. Upon the attainment of age 65, an employee’s pension restoration account vests immediately and is non-forfeitable.


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Compensation-Related Policies

Clawback Policies

Currently, under the Equity Incentive Plan, all awards (and/or any amount received with respect to such awards) are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, or any recoupment policy of the Company. This provision will be amended to include a clawback requirement applicable to NEOs if the stockholders approve the Amendment to the Equity Incentive Plan in Proposal No.4 as discussed below. In addition, the Compensation Committee may, in its sole discretion, specify in an award agreement that the grantee’s rights, payments and benefits with respect to an award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. Such events may include, but shall not be limited to, termination of employment or services for cause, termination of the grantee’s provision of services to the Company or any of its subsidiaries, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the grantee, or restatement of the Company’s financial statements to reflect adverse results from those previously released financial statements as a consequence of errors, omissions, fraud, or misconduct.

As discussed in Proposal No. 4 relating to the Amendment of the Equity Incentive Plan, subject to the approval of the stockholders, in April 2022, the Compensation Committee and the Board approved an amendment to the Equity Incentive Plan to include a clawback policy applicable to all awards granted to NEOs in the event of a material financial restatement, regardless of whether due to fraud or misconduct.

In addition, all stock options and performance awards granted under the Equity Incentive Plan are subject to restrictive covenants, the breach of which will result in the forfeiture of the awards. These restrictive covenants include requirements relating to non-competition for employees who are at a vice president level or higher, non-solicitation, non-disparagement, and confidentiality. These provisions apply following an employee’s termination or other separation.

Stock Ownership Guidelines

Our Board, the Compensation Committee, and our executive officers recognize that ownership of Class A Common Stock is an effective means by which to align the interests of our directors and executive officers with those of our stockholders. We have long emphasized the importance of stock ownership among our executive officers and directors. Our stock ownership and retention guidelines for our officers, as approved by the Compensation Committee are as follows:

Executive Stock Ownership Guidelines and Stock Holding Requirements. Effective April 1, 2022, our stock ownership guidelines were revised to increase the stock ownership requirement for our CEO from 5x base salary to 6x, and the requirements for our executive officers are as follows:


Officer Position		Value of Shares Owned
Chief Executive Officer		6x Base Salary
President		3x Base Salary
Executive Vice Presidents		2x Base Salary
Senior Vice Presidents		1x Base Salary

Our officers are expected to meet the applicable guideline within five years and are expected to continuously own sufficient shares to meet the guideline once attained. Until such time as the officer reaches his or her share ownership guideline, the officer will be required to hold 50% of the shares of Class A Common Stock received upon vesting, the lapse of restrictions and upon exercise of stock options, net of any shares utilized to pay for the exercise price and tax withholding. All of our named executive officers have met the requirements of the stock ownership guidelines. The full text of our stock ownership and retention guidelines is available on our website at www.pbfenergy.com under the “Corporate Governance” tab in the “Investor Relations” section.

The Amendment to the Equity Incentive Plan for which approval is being sought under Proposal No. 4 includes a new stock holding requirement.


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\|		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


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Executive Compensation Tables		\|

EXECUTIVE COMPENSATION TABLES

2021 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)		Change in Pension Value And Nonqualified Deferred Compensation Earnings ($) (4)		All Other Compensation ($) (5)		Total ($)
Thomas J. Nimbley Chief Executive Officer		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
		2019		1,500,000		2,250,000		2,869,994		2,441,992		889,892		197,563		10,149,441
C. Erik Young Senior Vice President, Chief Financial Officer		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
		2019		565,000		847,500		1,145,473		877,974		291,711		143,128		3,870,786
Matthew C. Lucey President		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
		2019		650,000		975,000		1,311,408		990,391		360,532		157,594		4,444,925
Thomas O’Connor SVP-Commercial		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
		2019		537,500		806,250		1,057,140		789,633		278,126		140,316		3,608,965
T. Paul Davis President, Western Region		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
		2019		537,500		806,250		1,057,140		789,633		306,669		100,566		3,597,758

(1)

The amounts set forth in this column represent the grant date value of shares of restricted Class A Common Stock and phantom units of PBF Logistics LP which are subject to vesting in four equal installments beginning on the first anniversary of the date of grant. For 2021, the Stock Awards column also includes the November 2021 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 performance share units and performance units will vest on December, 31, 2024. The amounts have been determined pursuant to FASB ASC Topic 718, as applicable, based on the assumptions set forth in Note 18 to the PBF Energy Inc. consolidated financial statements for the year ended December 31, 2021.

(2)

The maximum value of the performance share units granted in 2021 upon vesting, excluding dividend equivalents, as of December 31, 2021, in equivalent dollars, would be as follows: for Mr. Nimbley, $1,736,787; for Mr. Young, $686,450; for Mr. Lucey, $744,608; for Mr. O’Connor, $646,944; and for Mr. Davis, $646,944. The maximum value of the performance units upon vesting, as of December 31, 2021, would be as follows: for Mr. Nimbley, $5,225,178; for Mr. Young, $2,065,208; for Mr. Lucey, $2,240,182; for Mr. O’Connor, $1,946,320; and for Mr. Davis, $1,946,320.

(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 18 to the PBF Energy Inc. consolidated financial statements for the year ended December 31, 2021.

(4)	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.

(5)	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.


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\|		Executive Compensation Tables

GRANTS OF PLAN-BASED EQUITY AWARDS IN 2021

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, 2021.


			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 (#) (4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair value of Stock and Option Awards ($) (5)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards Number if Shares or Units (#) (3)				Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair value of Stock and Option Awards ($) (5)

Thomas J. Nimbley		April 26, 2021														20,000						290,000

		November 18, 2021		—		2,612,589		5,225,178														1,254,043

		November 18, 2021								—		66,954		133,908								1,254,048

		November 18, 2021																169,925		13.91		1,672,062

C. Erik Young		April 26, 2021														12,500						181,250

		November 18, 2021		—		1,032,604		2,065,208														495,650

		November 18, 2021								—		26,463		52,926								495,652

		November 18, 2021																67,161		13.91		660,864

Matthew C. Lucey		April 26, 2021														15,000						217,500

		November 18, 2021		—		1,120,091		2,240,182														537,644

		November 18, 2021								—		28,705		57,410								537,645

		November 18, 2021																72,851		13.91		716,854

Thomas O’Connor		April 26, 2021														12,500						181,250

		November 18, 2021		—		973,160		1,946,320														467,117

		November 18, 2021								—		24,940		49,880								467,126

		November 18, 2021																63,295		13.91		622,823

T. Paul Davis		April 26, 2021														12,500						181,250

		November 18, 2021		—		973,160		1,946,320														467,117

		November 18, 2021