DEF 14A of PBF Energy Inc., Mar 18, 2025

DEF 14A of PBF Energy Inc.

Filed Mar 18, 2025 · FY20240001140361-25-009108

Open on EDGAR

  1. NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

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

  2. 1. Election of Directors (p. 9)

    1. Election of Directors (p. 9)

  3. 1. Election of Directors (p. 9)

    | Name | | Years of Service | Independent | Board Recommendation | | | Thomas J. Nimbley | 10 | No | For | | | Spencer Abraham | 12 | Yes | For | | | Paul J. Donahue, Jr. | 3 | Yes | For | | | S. Eugene Edwards | 11 | Yes | For | | | Georganne Hodges | 2 | Yes | For | | | Kimberly S. Lubel | 7 | Yes | For | | | Matthew C. Lucey | 1 | No | For | | | George E. Ogden | 7 | Yes | For | | | Damian W. Wilmot | 2 | Yes | For | | | Lawrence M. Ziemba | 2 | Yes | For | | 2. | Ratification of KPMG LLP as Independent Auditors (p. 64) | | | For | | 3. | Advisory Vote on 2024 Named Executive Officer Compensation (p. 68) | | | For | | 4. | Advisory vote on the Frequency of the Advisory Vote on Executive Compensation (p. 69) | | | ONE YEAR | | 5. | Approval of the 2025 Equity Incentive Plan (p. 70) | | | For |

  4. 1. Election of Directors (p. 9)

    | | 2025 Proxy Statement | v |

  5. 1. Election of Directors (p. 9)

    | COMPANY PERFORMANCE |

  6. 1. Election of Directors (p. 9)

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

  7. INFORMATION REGARDING THE BOARD OF DIRECTORS

    INFORMATION REGARDING THE BOARD OF DIRECTORS PBF’s business is managed under the direction of our Board. Our Board currently has ten members, eight of whom are independent directors. Our Executive Chairman of the Board, Thomas J. Nimbley and our Chief Executive Officer and President, Matthew C. Lucey, are not independent. Wayne A. Budd served as a director and as the chairperson of the Nominating and Corporate Governance Committee and a member of the Compensation Committee until his retirement from the Board on April 30, 2024. Upon the retirement of Mr. Budd, the full Board approved, based on the recommendation of the Nominating and Corporate Governance Committee, the appointment of Paul J. Donahue, Jr. and Spencer Abraham as the chairpersons of the Compensation Committee and the Nominating and Corporate Governance Committee, respectively and the appointment of Damian W. Wilmot as a member of the Compensation Committee. Our Board conducts its business through meetings of its members and its committees. During 2024, our Board held seven (7) meetings, and each member of the Board participated in at least 75% of the Board and Committee meetings held while they were in office. All of the directors then in office participated in the Annual Meeting of Stockholders in 2024. The current Board members who are standing for re-election are expected to attend the 2025 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.

  8. INFORMATION REGARDING THE BOARD OF DIRECTORS

    | | 2025 Proxy Statement | 1 |

  9. SELECTION OF DIRECTOR NOMINEES

    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. 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 “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.

  10. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    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.

  11. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  12. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  13. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | 10 | 2025 Proxy Statement | |

  14. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  15. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  16. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | | 2025 Proxy Statement | 11 |

  17. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  18. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  19. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | 12 | 2025 Proxy Statement | |

  20. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  21. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  22. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | | 2025 Proxy Statement | 13 |

  23. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  24. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  25. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | 14 | 2025 Proxy Statement | |

  26. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |

  27. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    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 7, 2025 and is based solely upon reports filed by such persons with the SEC.

  28. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  29. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (1) Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”) and Control Empresarial (as defined below) amounts are derived from a Form 4 filed with the SEC on March 7, 2025. 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. The Slim Family and Control Empresarial have shared voting and dispositive power with respect to all of the shares. |

  30. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (2) Blackrock, Inc. amounts are derived from a Schedule 13G/A filed with the SEC on January 23, 2024. Blackrock, Inc. filed on behalf of itself and its subsidiaries, BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited and BlackRock Fund Advisors (collectively, “Blackrock”). Blackrock has sole voting power with respect to 14,678,147 shares and sole dispositive power with respect to all of the reported shares. |

  31. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (3) The Vanguard Group amounts are derived from a Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group does not have sole voting power with respect to any shares and has shared voting power with respect to 104,979 shares, sole dispositive power with respect to 11,491,563 shares and shared dispositive power with respect to 208,886 shares. |

  32. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (4) Dimensional Fund Advisors LP amounts are derived from a Schedule 13G filed with the SEC on February 9, 2024. Dimensional Fund Advisors LP has sole voting power with respect to 7,244,600 shares and sole dispositive power with respect to all of the reported shares. |

  33. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (5) State Street Corporation amounts are derived from a Schedule 13G filed with the SEC on October 17, 2024. State Street Corporation filed on behalf of itself and its investment adviser subsidiaries SSGA Funds Management, Inc., State Street Global Advisors Asia Limited, State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, State Street Global Advisors, Australia, Limited and State Street Global Advisors, LTD. State Street Corporation does not have sole voting power or dispositive power with respect to any of the shares. State Street Corporation has shared voting power with respect to 5,670,656 shares and shared dispositive power with respect to 6,127,910 shares. |

  34. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | | 2025 Proxy Statement | 15 |

  35. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    The following table presents information as of March 7, 2025, the record date, regarding common stock beneficially owned (or deemed to be owned) by each nominee for director and each director as of such date, each executive officer named in the Summary Compensation Table that is currently an executive officer, and all directors and executive officers of PBF as a group. 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.

  36. INFORMATION CONCERNING NOMINEES AND DIRECTORS

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

  37. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | * Represents less than 1%. |

  38. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (1) Consists of (a) 726,793 shares of Class A Common Stock held directly by Mr. Nimbley; (b) 122,620 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; (c) 675,000 PBF LLC Series A Units; and (d) 1,789,135 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options. |

  39. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (2) Consists of (a) 259,123 shares of Class A Common Stock held directly by Mr. Lucey; (b) 138,417 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; (c) 69,198 PBF LLC Series A Units; and (d) 847,986 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding warrants and options, respectively. |

  40. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (3) Consists of (a) 44,926 shares of Class A Common Stock held directly by Ms. Davis and (b) 50,516 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting. |

  41. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (4) Consists of (a) 125,275 shares of Class A Common Stock held directly by Ms. Canty; (b) 48,057 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; and (c) 600,758 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options. |

  42. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (5) Consists of (a) 116,979 shares of Class A Common Stock held directly by Mr. Davis; (b) 48,057 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting; and (c) 512,759 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding options. |

  43. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (6) Consists of (a) 3,750 shares of Class A Common Stock held directly by Mr. Bukowski; and (b) 39,580 shares of restricted Class A Common Stock that are entitled to vote but do not receive current dividends and are subject to vesting. |

  44. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (7) Consists of (a) 46,725 shares of Class A Common Stock held directly by Mr. Abraham; (b) 6,238 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer; and (c) 5,518 PBF LLC Series A Units. |

  45. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | 16 | 2025 Proxy Statement | |

  46. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (8) Consists of (a) 8,877 shares of Class A Common Stock held directly by Mr. Donahue; and (b) 6,165 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer. |

  47. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (9) Consists of (a) 47,444 shares of Class A Common Stock held directly by Mr. Edwards; and (b) 6,735 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer. |

  48. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (10) Consists of (a) 1,683 shares of Class A Common Stock held directly by Ms. Hodges; and (b) 5,930 shares of restricted Class A Common Stock that are entitled to vote and receive dividends but are subject to restrictions on transfer. |

  49. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (11) Consists of (a) 33,240 shares of Class A Common Stock held directly by Ms. Lubel; and (b) 6,736 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer. |

  50. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (12) Consists of (a) 34,176 shares of Class A Common Stock held directly by Mr. Ogden; and (b) 6,626 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer. |

  51. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (13) Consists of (a) 1,593 shares of Class A Common Stock held directly by Mr. Wilmot: and (b) 5,586 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer. |

  52. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (14) Consists of (a) 3,257 shares of restricted Class A Common Stock held directly by Mr. Ziemba; and (b) 6,532 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer. |

  53. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | (15) Consists of (a) 1,761,815 shares of Class A Common Stock held directly by directors and officers; (b) 59,548 shares of restricted Class A Common Stock that are entitled to vote and receive dividends and are subject to restrictions on transfer; (c) 591,418 shares of restricted Class A Common Stock that are entitled to vote and that do not receive current dividends and are subject to vesting; (d) 10,191 shares of Class A Common Stock held by retirement accounts; (e) 810,648 PBF LLC Series A Units; and (f) 4,383,755 shares of Class A Common Stock that can be acquired within 60 days upon the exercise of outstanding warrants and options, respectively. |

  54. INFORMATION CONCERNING NOMINEES AND DIRECTORS

    | | 2025 Proxy Statement | 17 |

  55. COMPENSATION DISCUSSION AND ANALYSIS

    | Compensation Discussion and Analysis | 22 | Annual Cash Incentive | 27 | | Executive Summary | 22 | Long-Term Incentive Compensation | 29 | | Named Executive Officers | 22 | PBF’s 2024 Long-Term Incentive Awards | 31 | | Recent Leadership Transitions | 22 | Restricted Stock | 31 | | Compensation Philosophy | 23 | Performance Share Units and Performance Units | 31 | | Peer Group and Benchmarking | 23 | Employment Agreements | 35 | | Role of the Compensation Committee | 25 | Restrictive Covenants | 35 | | Role of Management | 25 | No Gross-Ups | 35 | | Role of Compensation Consultant | 25 | Other Benefits | 35 | | Compensation Elements and Mix | 26 | Impact of Tax and Accounting Principles | 36 | | Annual Base Salary | 26 | Pension and Other Retirement Benefits | 36 | | | | Compensation-Related Policies | 37 |

  56. Recent Leadership Transitions

    Recent Leadership Transitions The Company’s executive leadership team continued to evolve in 2024 after the changes in 2023 that resulted in the transition of our Chief Executive Officer from Thomas J. Nimbley to Matthew C. Lucey. In March 2024, Michael A. Bukowski joined the Company as the new SVP, Head of Refining. At such time, Mr. Bukowski received sign-on long-term equity incentive awards valued at approximately $1.99 million, which equaled the long-term incentive opportunity for his position under the Company’s long-term incentive program and was allocated 40% to restricted stock and 60% to performance awards. Consistent with the balance of the NEOs, Mr. Bukowski received his normal annual equity awards in December, which are also reflected in the “Stock Awards” column of the Summary Compensation Table.

  57. Compensation Philosophy

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

  58. Compensation Philosophy

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

  59. Compensation Philosophy

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

  60. Compensation Philosophy

    Performance Metrics Utilized by the Compensation Committee to Link Pay and Performance 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 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. We believe 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,” as the most appropriate metric to align compensation with stockholder interests. Beginning in 2021, the Compensation Committee expanded the performance metrics under the annual cash bonus program to provide executives with a bonus opportunity based on predetermined financial and other operating measures, including ESG performance metrics. For the 2022-2024 annual cash incentive compensation plan approved by the Compensation Committee in February 2022, the Compensation Committee determined that the appropriate performance objectives were Adjusted EBITDA (a non-GAAP financial measure) and certain ESG metrics relating to health, safety and environment, weighted 90% and 10%, respectively. 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.”

  61. Peer Group and Benchmarking

    Peer Group and Benchmarking Peer Selection The target total direct compensation (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.

  62. Peer Group and Benchmarking

    | | 2025 Proxy Statement | 23 |

  63. Peer Group and Benchmarking

    The first peer group, referred to as the “2024 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:

  64. Peer Group and Benchmarking

    | # | Indicates that PBF is included in the company’s performance peer group based on its 2024 proxy statement. |

  65. Peer Group and Benchmarking

    | * Indicates that PBF is included in the company’s compensation peer group based on its 2024 proxy statement. |

  66. Peer Group and Benchmarking

    | (1) HF Sinclair Corporation was formerly known as HollyFrontier Corporation. |

  67. Peer Group and Benchmarking

    Adjustments for Relative Size of Peers Because the refining peer group includes companies that are 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 median of the total summary compensation table data (excluding change in pension value and nonqualified deferred compensation and “all other” compensation) 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 “2024 Secondary Reference Group”:

  68. Peer Group and Benchmarking

    | # | Indicates that PBF is included in the company’s performance peer group based on its 2024 proxy statement. |

  69. Peer Group and Benchmarking

    | * Indicates that PBF is included in the company’s compensation peer group based on its 2024 proxy statement. |

  70. Peer Group and Benchmarking

    | (1) World Kinect Corporation was formerly known as World Fuel Services Corporation. |

  71. Peer Group and Benchmarking

    | 24 | 2025 Proxy Statement | |

  72. Peer Group and Benchmarking

    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 2024 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 2024 Refining Peer Group reflects companies whose executives have a comparable relative impact as our executives on the Company’s specific structure and strategy. The 2024 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 2024 Refining Peer Group, which is relevant despite difference in company size. The 2024 Target Total Direct Compensation for Mr. Lucey was determined in October 2024 consistent with past practice. In determining the 2024 Target Total Direct Compensation for Mr. Lucey, the Compensation Committee reviewed the data for the 2024 Refining Peer Group (discounted by 35%), and then determined that no adjustments to our CEO’s compensation should be made based on the 2024 Secondary Reference Group. 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 2024, the total compensation of our CEO was compared to the chief executive officers or equivalents of the 2024 Refining Peer Group and the 2024 Secondary Reference Group and he received total compensation below the median of the 2023 total target compensation of both the 2024 Refining Peer Group and the 2024 Secondary Reference Group.

  73. Role of Compensation Consultant

    Role of Compensation Consultant 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 advising the Compensation Committee.

  74. Role of Compensation Consultant

    | | 2025 Proxy Statement | 25 |

  75. Compensation Elements and Mix

    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 2024, 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 2024, 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, and the amount at risk, on a percentage basis was as follows:

  76. Compensation Elements and Mix

    | (2) Excludes the sign-on equity awards received by Mr. Bukowski. |

  77. Annual Cash Incentive

    Annual Cash Incentive Historically, our named executive officers have participated in the annual cash incentive 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:

  78. Annual Cash Incentive

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

  79. Annual Cash Incentive

    | (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. |

  80. Annual Cash Incentive

    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 our 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. In February 2022, the Compensation Committee approved a Cash Incentive Plan (“2022-2024 CIP”) for the period from 2022 to 2024. 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 have a target bonus opportunity of 150% of base salary, with a maximum bonus opportunity of 300%. The Committee approved the

  81. Annual Cash Incentive

    | | 2025 Proxy Statement | 27 |

  82. Annual Cash Incentive

    2022-2024 CIP to provide executives with a bonus opportunity as a percentage of their normal base salary based on Adjusted EBITDA and, subject to achievement of the Threshold Adjusted EBITDA Level, ESG metrics relating to health, safety and environment. 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 due to the potential for human health to be immediately impacted (“Tier 1 Events”) and emissions events involving flaring of greater than 500 lbs of sulfur dioxide (“Federal Flaring Events > 500 lbs SO2”). The table below sets forth the applicable metrics and the threshold, target and maximum performance objectives for the named executive officers with interpolation between:

  83. Annual Cash Incentive

    | Performance Metric | Target Weighting | Threshold | Target | Maximum | Performance Level Achieved | | Adjusted EBITDA ($) | 90% | > $816 million | $1.05 billion | $1.23 billion | $86.5 million | | ESG Metrics | 10% | | | | | | LTIR (1) | 2.5% | Equal to 0.20 | Equal to 0.15 | Equal to 0.10 | .09 | | Tier 1 Events | 2.5% | Equal to 10 | Equal to 6 | Equal to 4 | 9 | | Federal Flaring Events > 500 lbs SO2 | 2.5% | Equal to 12 | Equal to 9 | Equal to 6 | 25 | | Discretionary | 2.5% | To be determined by the Compensation Committee based on the Company’s HSE performance | | | N/A |

  84. Annual Cash Incentive

    | (1) LTIR equally weighs the LTIR for employees and the LTIR for contractors. |

  85. Annual Cash Incentive

    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, 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. As noted above in “Executive Compensation—2024 Financial and Operational Performance”, 2024 was a challenging year for the Company because of significant changes in the macroeconomic environment for the refining industry relative to 2023 and 2022. Lower refining cracks, less supportive crude differentials and continued regulatory challenges were major negative factors impacting the Company’s 2024 performance. The market and regulatory challenges were exacerbated by our refining operational performance, which did not meet expectations due to unscheduled maintenance and repairs and the execution of scheduled maintenance (referred to as “turnarounds”) which, in turn, contributed to significant increases in our operating expenses relative to our refining peers. For 2024, the threshold Adjusted EBITDA goal for senior executives was above $816 million, with graduated increases up to a maximum of $1.23 billion. The target Adjusted EBITDA for senior executives was approximately $1.05 billion. These thresholds significantly exceeded the Company’s 2021 Adjusted EBITDA of $467.4 million in 2021 but were less than the company record $4.78 billion of Adjusted EBITDA achieved in 2022. The threshold, target and maximum levels of performance for Adjusted EBITDA for senior executives considered factors such as performance achieved in the prior year(s), anticipated challenges for the applicable period, our business plan and our overall strategy. At the time the performance levels were set for 2024, the threshold levels were viewed as likely achievable, the target levels were viewed as challenging but achievable, and the maximum levels were viewed as extremely difficult to achieve. In February 2025, based on the performance level achieved for the Adjusted EBITDA metric as set forth in the table above and despite the fact that LTIR performance was above the maximum level and Tier 1 Events performance was between threshold and target, the Compensation Committee determined there would be no payout of annual cash bonuses to the named executive officers under the CIP because the threshold Adjusted EBITDA was not met.

  86. Annual Cash Incentive

    | 28 | 2025 Proxy Statement | |

  87. Annual Cash Incentive

    Special Cash Bonuses in Recognition of Strategic Initiatives In December 2024, to recognize certain of the executives for their continued leadership in implementing key strategic initiatives, as set forth in “Executive Summary—2024 Financial and Operational Performance—Executive Officer Performance in 2024,” including the effective succession for key executive positions and the design and implementation of the Refining Business Improvement Initiative, the Compensation Committee approved cash bonuses to Mr. Lucey in the amount of $890,000, to Ms. Davis in the amount of $690,000 and to Mr. Davis and Ms. Canty in the amount of $607,500.

  88. Long-Term Incentive Compensation

    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. In 2024, restricted stock, performance share units and performance units were granted to provide an incentive that aligned our named executive officers’ interests with those of our stockholders. In setting the long-term incentive target value for the CEO, the Executive Chairman 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 after deducting target cash compensation from their Target Total Direct Compensation as determined relative to the CEO’s Target Total Direct Compensation. 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-year period. The table below sets forth the 2024 target value of long-term incentive awards established by the Compensation Committee for the equity grants made to our named executive officers on December 16, 2024 (the amounts set forth may vary slightly from the amounts in the Summary Compensation Table and in the Grants of Plan-Based Equity Awards):

  89. Long-Term Incentive Compensation

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

  90. Long-Term Incentive Compensation

    | (1) These amounts do not include the sign-on equity awards granted to Mr. Bukowski in March 2024 consisting of a target value of $795,000 of restricted stock, a target value of $596,000 of performance share units for the performance cycle 2024-2026 and a target value of $596,000 of performance units for the performance cycle 2024-2026. |

  91. Long-Term Incentive Compensation

    The target values for the restricted stock, 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 shares of restricted stock granted, the target value is divided by the closing stock price on the date of grant. To determine the number of performance share units and performance units, the target value for each is 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 Amended and Restated 2017 Equity Incentive Plan (as amended to date, the “2017 Equity Incentive Plan”). The 2017 Equity Incentive Plan is the source of 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

  92. Long-Term Incentive Compensation

    | | 2025 Proxy Statement | 29 |

  93. Long-Term Incentive Compensation

    number of shares of Class A Common Stock that may be issued under the 2017 Equity Incentive Plan is 19,700,000, subject to adjustment upon certain events specified thereunder. As of March 7, 2025, there were 831,142 available shares under the 2017 Equity Incentive Plan, after adjusting on a 1.42 fungible basis for the issuance of the 612,410 outstanding performance share units. If the 2025 Equity Incentive Plan as proposed in Proposal No. 5 in this proxy statement is approved by the stockholders, 2,900,000 shares of Class A Common Stock plus any remaining shares available under the 2017 Equity Incentive Plan may be issued under the 2025 Equity Incentive Plan, subject to adjustment upon certain events specified thereunder. The Compensation Committee administers the 2017 Equity Incentive Plan and, considering the recommendations of management, determines who will receive awards under the 2017 Equity Incentive 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 2017 Equity Incentive Plan. On December 16, 2024, the Compensation Committee approved the 2024 long-term incentive awards to our named executive officers. 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, 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 2024 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 restricted shares, performance share units or performance units or the hypothetical valuation based on a simulation model. The forms of the 2024 awards differ as illustrated below with respect to the amount and timing of realized compensation:

  94. Long-Term Incentive Compensation

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

  95. Long-Term Incentive Compensation

    | (1) If TSR is negative for a performance cycle, the payout percentage for that measurement period is capped at target (100%) regardless of actual relative TSR performance. |

  96. Long-Term Incentive Compensation

    | 30 | 2025 Proxy Statement | |

  97. PBF’s 2024 Long-Term Incentive Awards

    PBF’s 2024 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. In 2022, after a review of refining industry peer equity incentive programs, the Compensation Committee determined that time-based restricted stock should be part of the Company’s equity incentive program, with the decision as to whether restricted stock or stock options will be awarded in a given year to be determined based on a number of factors, including market practices and the Committee’s desired mix of equity incentives. The Compensation Committee determined that the 2022 long-term incentive program would consist of time-based restricted stock (40%), performance share units (30%) and performance units (30%) and the allocation was unchanged in 2024. 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.

  98. PBF’s 2024 Long-Term Incentive Awards

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

  99. PBF’s 2024 Long-Term Incentive Awards

    | (1) These amounts do not include the sign-on equity awards granted to Mr. Bukowski in March 2024 consisting of 16,538 shares of restricted stock, 9,952 performance share units for the performance cycle 2024-2026 and 903,030 performance units for the performance cycle 2024- 2026. |

  100. Restricted Stock

    Restricted Stock Restricted stock provides a direct link between our named executive officers’ long-term compensation and the long-term value stockholders receive by investing in PBF. The restricted stock vests in equal installments over three years. The restricted stock issued to our named executive officers have voting rights but do not have the right to receive dividends on the underlying stock until they vest. Dividends paid on unvested restricted stock will accrue in a Company account and shall not be paid to the employee until and only to the extent such award is vested. The number of shares of restricted stock granted to each of our named executive officers can be found in the “Grants of Plan-Based Equity Awards in 2024” table in this proxy statement.

  101. Performance Share Units and Performance Units

    Performance Share Units and Performance Units The Compensation Committee believes a performance award program serves as a complement to restricted stock and/or 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 so that in those circumstances we only pay above target compensation when our TSR is above the median of the peer group.

  102. Performance Share Units and Performance Units

    | | 2025 Proxy Statement | 31 |

  103. Performance Share Units and Performance Units

    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. 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 with respect to the 2025-2027 performance cycle can be found in the “Grants of Plan-Based Equity Awards in 2024” 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. 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 with respect to the 2025-2027 performance cycle granted to each of our named executive officers can be found in the “Grants of Plan-Based Equity Awards in 2024” table in this proxy statement. How We Measure TSR Performance 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. 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.

  104. Performance Share Units and Performance Units

    | 32 | 2025 Proxy Statement | |

  105. Performance Share Units and Performance Units

    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 since 2020, the peer group has included CVR Energy, Delek US Holdings, Inc., HF Sinclair Corporation, Marathon Petroleum Corporation, Phillips 66 Company and Valero Energy Corporation and the payout based on our rank is determined as follows:

  106. Performance Share Units and Performance Units

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

  107. Performance Share Units and Performance Units

    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:

  108. Performance Share Units and Performance Units

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

  109. Performance Share Units and Performance Units

    | | 2025 Proxy Statement | 33 |

  110. Performance Share Units and Performance Units

    2021 Performance Share Unit and Performance Unit Payouts ln October 2021, the Compensation Committee awarded performance units and performance share units to our NEOs as part of the 2021 LTl program. The 2021 performance units and performance share units evaluated our TSR relative to a peer group of petroleum industry competitors over a 36-month performance cycle from January 1, 2022 through December 31, 2024. This relative evaluation recognizes the cyclical nature of our business and commodity prices and prevents volatility from directly advantaging or disadvantaging the payout percentage.

  111. Performance Share Units and Performance Units

    | 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 | |

  112. Performance Share Units and Performance Units

    Our relative TSR performance percentile was measured for the measurement period, with the payout for performance between quartiles determined using linear interpolation. ln February 2025, the Compensation Committee certified the final TSR results for the 2021 performance units and performance share units:

  113. Performance Share Units and Performance Units

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

  114. Performance Share Units and Performance Units

    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. 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 2025, the Compensation Committee approved the following stock awards to the NEOs (other than the SVP-CFO and the SVP-Refining who were not employees at the time of grant) in respect of the 2021 performance share units:

  115. Performance Share Units and Performance Units

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

  116. Performance Share Units and Performance Units

    | 34 | 2025 Proxy Statement | |

  117. Performance Share Units and Performance Units

    Under the 2021 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). In February 2025, the Compensation Committee approved the following cash payouts to the NEOs (other than the SVP-CFO and the SVP-Refining who were not employees at the time of grant) in respect of the 2021 performance units:

  118. Performance Share Units and Performance Units

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

  119. Employment Agreements

    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 current named executive officers are party to employment agreements with PBF Investments LLC, an indirect wholly owned subsidiary of PBF LLC (“PBF Investments”). Each of our current named executive officer’s employment agreement with PBF Investments has the following features:

  120. Employment Agreements

    | • | 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. |

  121. Employment Agreements

    | • | 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. |

  122. Employment Agreements

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

  123. Employment Agreements

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

  124. Employment Agreements

    | • | 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. |

  125. No Gross-Ups

    No Gross-Ups The termination provisions in the employment agreements are discussed under “—Potential Payments Upon Termination Occurring on December 31, 2024, 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.

  126. Compensation-Related Policies

    Compensation-Related Policies Clawback Policies In 2023, we adopted a clawback policy effective as of October 2, 2023 that provides for the recovery of all erroneously awarded compensation, including equity awards, received by an executive officer in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, as required under Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Section 303A.14 of the New York Stock Exchange Listed Company Manual. In addition, under the 2017 Equity Incentive Plan, we have a clawback policy applicable to all awards granted to NEOs effective as of May 23, 2022 in the event of a material financial restatement, regardless of whether due to fraud or misconduct, and all awards made under the 2017 Equity Incentive Plan (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. 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. Also, all restricted stock, stock options and performance awards granted to executives under the 2017 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, non-solicitation, non-disparagement, and confidentiality. These provisions apply following an employee’s termination or other separation. Executive Stock Ownership Guidelines and Stock Holding Requirements 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:

  127. Compensation-Related Policies

    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 stock 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 “Governance” tab in the “Investors” section. Also under the 2017 Equity Incentive Plan, effective for grants made after June 2022, there is a one-year stock holding requirement that requires NEOs to retain 50% of the “net profit shares” as defined under the 2017 Equity Incentive Plan after vesting or exercise for stock options, stock appreciation rights and full-value awards.

  128. Compensation-Related Policies

    Stock Option Grant Policy As discussed above, our 2017 Equity Incentive Plan permits us to grant our key employees and others stock options and other long-term incentive awards. The Compensation Committee administers the 2017 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 2017 Equity Incentive Plan. We have adopted an Equity Award Grant Policy, effective as of April 21, 2023, to set out our process for the date of grant, approval, pricing and notice of equity awards to be granted to our executive officers or employees pursuant to our equity incentive plans, including our grants of stock options. For grants of stock options in connection with the hiring of a new employee or the promotion of an existing employee, grants are made on a regular monthly basis on the fifteenth day of each month, unless the fifteenth is not a day on which NYSE is open for trading in which case it shall be the next such trading day (each, a “Monthly Approval Date”). The date of such grant with respect to an individual (i) whose employment began or whose promotion occurred prior to or on the Monthly Approval Date, will be on such Monthly Approval Date; and (ii) whose employment began or whose promotion occurred on a date after the Monthly Approval Date, will be on the next Monthly Approval Date. If we are in a blackout period due to the existence of material non-public information when a Monthly Approval Date occurs, then such Monthly Approval Date shall be deferred until the second business day after the earlier of (x) the issuance of a press release or (y) the filing of a periodic report or the filing or furnishing of a Form 8-K (other than disclosure of a material new equity award grant under Item 5.02(e) of Form 8-K), in either case that contains such material non-public information. For annual grants of stock options to existing eligible employees, the Compensation Committee intends to consider and approve any such annual grants at a meeting to be held in the fourth quarter of the fiscal year (the “Annual Approval Date”). If the Annual Approval Date is before the fourth business day prior to the filing of the Form 10-Q for the third quarter and the issuance of the related press release or unless such day is not a day on which NYSE is open for trading in which case the grant date of such annual awards shall be the second trading day following the filing of the Form 10-Q for the third quarter and the issuance of the related press release (a “Release Clearance Date”). If the Annual Approval Date is after the Release Clearance Date, then the grant date of such annual awards shall be on the Annual Approval Date only to the extent no material non-public information exists on such date. If we are in a blackout period due to the existence of material non-public information, then the Annual Approval Date shall be deferred until the second business day after the earlier of (x) the issuance of a press release or (y) the filing of a periodic report or the filing or furnishing of a Form 8-K (other than disclosure of a material new equity award grant under Item 5.02(e) of Form 8-K), in each case that contains the material non-public information. The exercise price of all stock options granted will be equal to (or, if specified in the approval of the stock option award, greater than) the closing market price on NYSE on the date of grant of such option. While we generally only grant stock options on a regularly scheduled basis as described above, if the Compensation Committee or the Board determines it is advisable to grant any stock options in other circumstances, the Compensation Committee may approve any such grant. During the fiscal year ended December 31, 2024, we did not grant any stock options to any of our NEOs.

  129. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE This Summary Compensation Table summarizes the total compensation paid or earned by each of our named executive officers.

  130. 2024 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1)(2) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value And Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | | Matthew C. Lucey President and Chief Executive Officer | 2024 | 1,250,000 | 890,000(5) | 5,836,243 | — | — | 762,513 | 98,744 | 8,837,500 | | | 2023 | 990,000 | 2,828,925 | 7,836,098 | — | — | 556,352 | 29,497 | 12,240,872 | | | 2022 | 670,000 | 2,231,610(5) | 2,765,573 | — | — | 104,689 | 161,244 | 5,933,116 | | Karen B. Davis SVP-Chief Financial Officer | 2024 | 635,000 | 690,000(5) | 2,152,572 | — | — | 374,530 | 39,506 | 3,890,608 | | | 2023 | 630,000 | 3,000,225(5) | 4,527,699 | — | — | 133,266 | 271,644 | 8,562,834 | | T. Paul Davis SVP-Supply, Trading and Optimization | 2024 | 607,500 | 607,500(5) | 1,987,404 | — | — | 477,812 | 54,058 | 3,734,274 | | | 2023 | 602,500 | 2,321,644(5) | 1,987,417 | — | — | 439,140 | 34,706 | 5,385,407 | | | 2022 | 553,750 | 2,196,461(5) | 2,389,735 | — | — | 183,425 | 139,253 | 5,462,624 | | Trecia M. Canty SVP- General Counsel | 2024 | 607,500 | 607,500(5) | 1,987,404 | — | — | 446,705 | 48,058 | 3,697,167 | | | 2023 | 602,500 | 2,321,644(5) | 1,987,417 | — | — | 439,240 | 39,206 | 5,390,007 | | | 2022 | 553,750 | 2,196,461(5) | 2,389,735 | — | — | 160,674 | 128,253 | 5,428,873 | | Michael A. Bukowski SVP-Refining | 2024 | 394,034 | — | 3,974,411 | — | — | 26,860 | 271,351 | 4,666,656 |

  131. 2024 SUMMARY COMPENSATION TABLE

    | (1) The amounts set forth in this column for 2024, 2023 and 2022 represent the grant date value of shares of restricted Class A Common Stock, which subject to vesting in three equal installments beginning on the first anniversary of the date of grant and for 2022 also represent the grant date value of phantom units of PBF Logistics LP, which vested in connection with Company’s acquisition of PBF Logistics LP in 2022. The Stock Awards column for all years also includes the grant date fair value of performance share units, which will be settled in Class A Common Stock and performance units, which will be settled in cash. The value realized by the officers upon the actual vesting of these awards may or may not be equal to this determined value, as these awards are subject to market conditions and have been valued based on an assessment of the market conditions as of the grant date. The amounts have been determined pursuant to FASB ASC Topic 718, as applicable, based on the assumptions set forth in Note 15 to the PBF Energy Inc. consolidated financial statements for the year ended December 31, 2024. |

  132. 2024 SUMMARY COMPENSATION TABLE

    | (2) The maximum value of the performance share units granted in December 2024 upon vesting, excluding dividend equivalents, as of December 31, 2024, in equivalent dollars, would be as follows: for Mr. Lucey, $2,819,026; for Ms. Davis, $1,039,273; and for Messrs. Davis and Bukowski and Ms. Canty, $959,942. The maximum value of the performance units granted in December 2024 upon vesting, as of December 31, 2024, would be as follows: for Mr. Lucey, $5,836,244; for Ms. Davis, $2,151,564; and for Messrs. Davis and Bukowski and Ms. Canty, $1,987,404. For Mr. Bukowski, the maximum value of the performance share units granted in March 2024 upon vesting, excluding dividend equivalents, as of December 31, 2024, in equivalent dollars, would be $528,451 and the maximum value of the performance units granted in March 2024 upon vesting, as of December 31, 2024, would be $1,806,060. |

  133. 2024 SUMMARY COMPENSATION TABLE

    | (3) 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. |

  134. 2024 SUMMARY COMPENSATION TABLE

    | (4) 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. The amount set forth includes $250,651 of relocation expenses for Mr. Bukowski. |

  135. 2024 SUMMARY COMPENSATION TABLE

    | (5) For Mr. Lucey, the amounts set forth for 2022 and 2024 include a special cash bonus of $300,000 and $890,000, respectively. For Mr. Davis and Ms. Canty, the amounts set forth for each of 2022 and 2023 include a special cash bonus of $600,000 and, for 2024, a special cash bonus of $607,500. For Ms. Davis, the amounts set forth for 2023 includes a sign-on cash bonus of $600,000 and, for 2024, includes a special cash bonus of $690,000. |

  136. 2024 SUMMARY COMPENSATION TABLE

    | 40 | 2025 Proxy Statement | |

  137. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2024. For a narrative discussion of the equity awards, see “Long-Term Incentive Compensation” above.

  138. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards (1) | | | | Equity Awards (2) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Restricted Stock | | Performance Share Units and Performance Units | | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Matthew C. Lucey | 120,000 | — | $30.89 | 10/27/2025 | 9,235(3) | 264,352 | 53,089(6) | 1,409,513 | | | 120,000 | — | $21.38 | 10/25/2026 | 45,328(4) | 1,261,252 | 41,927(7) | 1,156,137 | | | 120,000 | — | $28.67 | 10/30/2027 | 83,854(5) | 2,226,324 | 16,584(8) | 471,400 | | | 167,298 | — | $40.65 | 10/30/2028 | | | 2,918,122(9) | 2,918,122 | | | 105,473 | — | $32.71 | 10/29/2029 | | | 3,984,440(10) | 3,984,440 | | | 142,364 | — | $6.72 | 11/9/2030 | | | 1,359,560(11) | 1,359,560 | | | 72,851 | — | $13.91 | 11/18/2031 | | | | | | Karen B. Davis | — | — | — | — | 30,913(5) | 820,740 | 19,572(6) | 519,637 | | | — | — | — | — | 12,446(4) | 346,310 | 11,512(7) | 305,644 | | | — | — | — | — | 14,313(12) | 406,847 | 11,720(8) | 311,166 | | | — | — | — | — | | | 1,075,782(9) | 1,075,782 | | | — | — | — | — | | | 1,094,015(10) | 1,094,015 | | | — | — | — | — | | | 1,003,489(11) | 1,003,489 | | T. Paul Davis | 50,000 | — | $30.89 | 10/27/2025 | 8,006(5) | 229,172 | 18,078(6) | 479,971 | | | 100,000 | — | $28.67 | 10/30/2027 | 11,496(4) | 319,876 | 10,634(7) | 293,233 | | | 139,374 | — | $40.65 | 10/30/2028 | 28,555(3) | 758,135 | 14,376(8) | 408,638 | | | 84,093 | — | $32.71 | 10/29/2029 | | | 993,702(9) | 993,702 | | | 75,997 | — | $6.72 | 11/9/2030 | | | 1,010,544(10) | 1,010,544 | | | 63,295 | — | $13.91 | 11/18/2031 | | | 1,178,571(11) | 1,178,571 | | Trecia M. Canty | 15,000 | — | $29.00 | 2/10/2025 | | | | | | | 100,000 | — | $30.89 | 10/27/2025 | 8,006(5) | 229,172 | 18,078(6) | 479,971 | | | 62,999 | — | $21.38 | 10/25/2026 | 11,496(4) | 319,876 | 10,634(7) | 293,233 | | | 75,000 | — | $28.67 | 10/30/2027 | 28,555(3) | 758,135 | 14,376(8) | 408,638 | | | 139,374 | — | $40.65 | 10/30/2028 | | | 993,702(9) | 993,702 | | | 84,093 | — | $32.71 | 10/29/2029 | | | 1,010,544(10) | 1,010,544 | | | 75,997 | — | $6.72 | 11/9/2030 | | | 1,178,571(11) | 1,178,571 | | | 63,295 | — | $13.91 | 11/18/2031 | | | | | | Michael A. Bukowski | — | — | — | — | 28,555(5) | 758,135 | 18,078(6) | 479,971 | | | — | — | — | — | 16,538(13) | 456,035 | 9,952(7) | 274,426 | | | — | — | — | — | — | — | 993,702(9) | 993,702 | | | | | | | | | 903,030(10) | 903,030 |

  139. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (1) The awards described in this column represent options to purchase Class A Common Stock as described in “Compensation Discussion & Analysis.” |

  140. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (2) The awards described in this column represent restricted Class A Common Stock. The value is based on the closing price of $26.55 per share of Class A Common Stock on December 31, 2024. |

  141. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (3) Represents shares of restricted Class A Common Stock, which vest on December 2, 2025. |

  142. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (4) Represents shares of restricted Class A Common Stock, which vest in two equal annual installments beginning on October 27, 2025. |

  143. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (5) Represents shares of restricted Class A Common Stock, which vest in three equal annual installments beginning on December 16, 2025. |

  144. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 42 | 2025 Proxy Statement | |

  145. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (6) This amount represents the number of outstanding share-based performance share units granted in 2024, which have a performance period of January 1, 2025 to December 31, 2027. The 2024 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2024. Market Value shown reflects a target payout (assumed) for the single three-year performance period using the December 31, 2024 closing stock price of $26.55. |

  146. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (7) This amount represents the number of outstanding share-based performance share units granted in 2023 (or, in the case of Mr. Bukowski, 2024), which have a performance period of January 1, 2024 to December 31, 2026. The 2024 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2024. Market Value shown reflects a target payout (assumed) for the single three-year performance period using the December 31, 2024 closing stock price of $26.55. |

  147. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (8) This amount represents the number of outstanding share-based performance share units granted in 2022 (or, in the case of Ms. Davis, 2023), which have a performance period of January 1, 2023 to December 31, 2025. The 2024 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2024. Market Value shown reflects a target payout (assumed) for the single three-year performance period using the December 31, 2024 closing stock price of $26.55. |

  148. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (9) This amount represents the number of outstanding performance units granted in 2024, which have a performance period of January 1, 2025 to December 31, 2027. The 2024 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2024. Market Value shown reflects a target payout (assumed) using a target value of $1.00 per unit payable in cash at the end of the single three-year performance period. |

  149. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (10) This amount represents the number of outstanding performance units granted in 2023 (or, in the case of Mr. Bukowski, 2024), which have a performance period of January 1, 2024 to December 31, 2026. The 2024 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2024. Market Value shown reflects a target payout (assumed) using a target value of $1.00 per unit payable in cash at the end of the single three-year performance period. |

  150. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (11) This amount represents the number of outstanding performance units granted in 2022 (or, in the case of Ms. Davis, 2023), which have a performance period of January 1, 2023 to December 31, 2025. The 2024 estimated payouts are determined by TSR, as defined in the award agreement as of December 31, 2024. Market Value shown reflects a target payout (assumed) using a target value of $1.00 per unit payable in cash at the end of the single three-year performance period. |

  151. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (12) Represents shares of restricted Class A Common Stock, which vest in two equal annual installments beginning on February 21, 2025. |

  152. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (13) Represents shares of restricted Class A Common Stock, which vest in three equal annual installments beginning on March 4, 2025. |

  153. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | 2025 Proxy Statement | 43 |

  154. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024 The following table provides information regarding the amounts received by our named executive officers upon exercise of options or similar instruments or the vesting of stock or similar instruments during the fiscal year ended December 31, 2024.

  155. OPTION EXERCISES AND STOCK VESTED IN 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Matthew C. Lucey | 50,000(1) | 1,302,000(1) | 22,664(2) | 346,397(2) | | | | | 9,236(3) | 751,992(3) | | | | | 61,897(4) | 1,643,365(4) | | Karen B. Davis | | | 7,156(5) | 348,989(5) | | | | | 6,223(2) | 206,479(2) | | T. Paul Davis | 50,000(6) | 1,597,000(6) | 5,748(2) | 190,719(2) | | | 50,000(7) | 1,274,000(7) | 8,005(3) | 278,374(3) | | | | | 53,779(4) | 1,427,832(4) | | Trecia M. Canty | — | — | 5,748(2) | 190,719(2) | | | | | 8,005(3) | 278,374(3) | | | | | 53,779(4) | 1,427,832(4) | | Michael A. Bukowski | — | — | — | — |

  156. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (1) These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $24.43. The value is calculated based on the price of $50.47 per share of Class A Common Stock in connection with the exercise. |

  157. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (2) These awards represent restricted shares of Class A Common Stock. The value is calculated based on the closing price of $32.18 per share of Class A Common Stock on the date of vesting. |

  158. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (3) These awards represent restricted shares of Class A Common Stock. The value is calculated based on the closing price of $32.70 per share of Class A Common Stock on the date of vesting. |

  159. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (4) These awards represent number of shares of Class A Common Stock and value related to vesting of performance share units. The value is calculated using the December 31, 2024 closing stock price of $26.55. |

  160. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (5) These awards represent restricted shares of Class A Common Stock. The value is calculated based on the closing price of $47.22 per share of Class A Common Stock on the date of vesting. |

  161. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (6) These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $24.43. The value is calculated based on the price of $56.37 per share of Class A Common Stock in connection with the exercise. |

  162. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (7) These awards represent shares of Class A Common Stock obtained upon exercise of stock options with an exercise price of $30.89. The value is calculated based on the price of $56.37 per share of Class A Common Stock in connection with the exercise. |

  163. OPTION EXERCISES AND STOCK VESTED IN 2024

    | 44 | 2025 Proxy Statement | |

  164. PENSION BENEFITS

    PENSION BENEFITS The following table provides information regarding our named executive officers’ participation in our pension plans as of and for the fiscal year ended December 31, 2024.

  165. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Matthew C. Lucey | PBF Energy Pension Plan | 16 | 551,299 | — | | | PBF Energy Restoration Plan | 16 | 3,281,520 | — | | Karen B. Davis | PBF Energy Pension Plan | 2 | 218,103 | — | | | PBF Energy Restoration Plan | 2 | 429,502 | — | | T. Paul Davis | PBF Energy Pension Plan | 12 | 468,050 | — | | | PBF Energy Restoration Plan | 12 | 2,088,488 | — | | Trecia M. Canty | PBF Energy Pension Plan | 12 | 406,040 | — | | | PBF Energy Restoration Plan | 12 | 1,634,273 | — | | Michael A. Bukowski | PBF Energy Pension Plan | 1 | 26,860 | — | | | PBF Energy Restoration Plan | 1 | — | — |

  166. PENSION BENEFITS

    The PBF Energy Pension Plan is a funded, tax-qualified, non-contributory defined benefit plan covering all employees. The PBF Energy Restoration Plan is a non-qualified defined benefit plan designed to supplement the pension benefits for employees that have earnings above the IRS benefit plan compensation limits. The Pension Plan and the Restoration Plan are structured as cash balance plans wherein each participant’s account is credited monthly with an interest credit and annually with a pay credit. Changes in the value of these plans’ investments do not directly impact the benefit amounts promised to each participant under the plans. At the end of each plan year, the Pension Plan provides for an annual pay credit equal to between 7% and 21% of pensionable earnings below the Social Security Wage Base and a pay credit of 14% on pensionable earnings above the Social Security Wage Base but below the Internal Revenue Service benefit plan compensation limit. The Restoration Plan provides for an annual pay credit equal to 14% on pensionable earnings in excess of Internal Revenue Service benefit plan compensation limits. In addition, on a monthly basis, the plans provide for an interest credit utilizing the prior year’s October 30-year Treasury Constant Maturity rate. For 2024, the interest crediting rate was 5.63% for the Pension Plan and 5.54% for the Restoration Plan. Normal retirement age under the plans is attained at age 65.

  167. PENSION BENEFITS

    | | 2025 Proxy Statement | 45 |

  168. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL The table below provides our best estimate of the amounts that would be payable (including the value of certain benefits) to each of our named executive officers had a termination hypothetically occurred on December 31, 2024 under various scenarios, including a termination of employment associated with a Change in Control. The table does not include payments or benefits under arrangements available on the same basis generally to all other eligible employees of PBF. The potential payments were determined under the terms of each named executive officer’s employment agreement in effect on December 31, 2024, and in accordance with our plans and arrangements in effect on December 31, 2024. The estimates below exclude the value of any Accrued Rights, as described in footnote (1) below, as any such amounts have been assumed to have been paid current at the time of the termination event. Under the terms of a named executive officer’s employment agreement, if applicable, the executive is precluded under certain circumstances from competing with us for a period of six months post-termination, and must enter into a release of claims in order to receive the severance described below.

  169. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | Named Executive Officer | Termination (a) for Cause, (b) without Good Reason or (c) due to non- renewal by the executive ($)(1) | Termination (other than in connection with a Change in Control), (a) without Cause (other than by reason of death or disability) by us, (b) for Good Reason or (c) due to non- renewal by us ($)(2) | Termination in connection with a Change in Control ($)(3) | Death or Disability ($)(4) | | Matthew C. Lucey | | | | | | Cash severance payment | — | 1,875,000 | 3,737,500 | 625,000 | | Cash bonus (5) | — | — | — | 1,625,000 | | Continuation of health benefits (6) | — | 43,242 | 84,081 | — | | Accelerated equity (7) | — | 15,051,099 | 15,051,099 | 15,051,099 | | Karen B. Davis | | | | | | Cash severance payment | — | 990,000 | 1,973,400 | 330,000 | | Cash bonus (5) | — | — | — | 858,000 | | Continuation of health benefits (6) | — | 14,679 | 28,543 | — | | Accelerated equity (7) | — | 5,917,404 | 5,917,404 | 5,917,404 | | T. Paul Davis | | | | | | Cash severance payment | — | 948,750 | 1,891,175 | 316,250 | | Cash bonus (5) | — | — | — | 822,250 | | Continuation of health benefits (6) | — | 43,763 | 85,096 | — | | Accelerated equity (7) | — | 5,671,841 | 5,671,841 | 5,671,841 | | Trecia M. Canty | | | | | | Cash severance payment | — | 948,750 | 1,891,175 | 316,250 | | Cash bonus (5) | — | — | — | 822,250 | | Continuation of health benefits (6) | — | 14,681 | 28,546 | — | | Accelerated equity (7) | — | 5,671,841 | 5,671,841 | 5,671,841 | | Michael A. Bukowski | | | | | | Cash severance payment | — | 712,500 | 1,420,250 | 237,500 | | Cash bonus (5) | — | — | — | 617,500 | | Continuation of health benefits (6) | — | 43,242 | 84,081 | — | | Accelerated equity (7) | — | 3,865,300 | 3,865,300 | 3,865,300 |

  170. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

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

  171. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    “Good Reason” as defined in the employment agreements means, without the executive’s consent, (A) the failure of the Company to pay or cause to be paid the executive’s base salary or cash bonus, if any, when due, (B) any adverse, substantial and sustained diminution in the

  172. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | 46 | 2025 Proxy Statement | |

  173. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    executive’s authority or responsibilities by the Company from those described in the employment agreement, (C) the Company requiring a change in the location for performance of the executive’s employment responsibilities to a location more than 50 miles from the Company’s office (not including ordinary travel during the regular course of employment) or (D) any other action or inaction that constitutes a material breach by the Company of the employment agreement; provided, that the events described in clauses (A), (B), (C) and (D) shall constitute “Good Reason” only if the Company fails to cure such event within 20 days after receipt from the executive of written notice of the event that constitutes “Good Reason”; provided, further, that “Good Reason” shall cease to exist for an event described in clauses (A), (B), (C) and (D) on the 90th day following the later of its occurrence or the executive’s knowledge thereof, unless the executive has given the Company written notice thereof prior to such date. “Cause” as defined in the employment agreements includes the following: (A) the executive’s continued willful failure to substantially perform his or her duties (other than as a result of a disability) for a period of 30 days following written notice by the Company to the executive of such failure, (B) the executive’s conviction of, or plea of nolo contendere to a crime constituting a misdemeanor involving moral turpitude or a felony, (C) the executive’s willful malfeasance or willful misconduct in connection with the executive’s duties under the employment agreement, including fraud or dishonesty against the Company, or any of its affiliates, or any act or omission that is materially injurious to the financial condition or business reputation of the Company, or any of its affiliates, other than an act or omission that was committed or omitted by the executive in the good faith belief that it was in the best interest of the Company, (D) a breach of the executive’s representations and warranties in such employment agreement, or (E) the executive’s breach of the non-competition, non-solicitation, non-disparagement or non-disclosure provisions of the employment agreement.

  174. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

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

  175. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

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

  176. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

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

  177. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | • | the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of us and our subsidiaries, taken as a whole, to any “person” or “group” (other than one or more of the Excluded Entities); |

  178. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | • | a merger, consolidation or reorganization (other than (x) with or into, as applicable, any of the Excluded Entities or (y) in which our stockholders, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization); |

  179. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | • | our complete liquidation or dissolution; or |

  180. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | • | other than as expressly provided for in the stockholders’ agreement with Blackstone and First Reserve, during any period of two consecutive years, individuals who at the beginning of such period constituted our Board (together with any new directors whose election by such board or whose nomination for election was approved by a vote of a majority of our directors then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) (the “Incumbent Board”) cease for any reason to constitute a majority of the Board then in the office; provided that, any director appointed or elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an individual of the Incumbent Board. |

  181. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

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

  182. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | (4) Death or Disability. In the event of death or disability, the named executive officer’s estate or the executive, as applicable, will be entitled to receive: (1) the Accrued Rights; (2) a pro rata portion of the executive’s target annual cash bonus for the year in which such death or disability occurs; and (3) a cash lump sum payment equal to the greater of (A) one-half of the executive’s annual salary as in effect on the date of termination or (B) one-half of the aggregate amount of the executive’s salary that the executive would have received had the full term of employment occurred under the employment agreement. The amounts shown in this column as the cash severance payment represent one-half of the executive’s annual salary as of December 31, 2024. The actual amount payable upon death or disability could vary. |

  183. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | (5) These amounts are equal to the named executive officer’s target annual cash bonus for 2024. |

  184. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | (6) The continued health benefits cost is based on the cost for such benefits as of December 31, 2024. |

  185. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | | 2025 Proxy Statement | 47 |

  186. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | (7) In connection with a termination without Cause by us or for Good Reason by the executive or due to non-renewal by us, these amounts reflect (i) the accelerated vesting of restricted stock awards, and (ii) the accelerated vesting of the performance share units and performance units at a payout percentage of 100% for each payout period. In the event of retirement, the named executive would be entitled to accelerated vesting for their performance share units and performance units on a pro-rata basis as determined and certified by the Compensation Committee of the Board. In connection with a termination in connection with (a) a Change in Control or (b) in the event of Death or Disability or (c) by the executive or due to non-renewal by us, these amounts reflect (i) the intrinsic value of the accelerated vesting and exercisability of their options to purchase Class A Common Stock and (ii) the accelerated vesting of the performance share units and performance units at a payout percentage of 100% for each payout period. |

  187. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | 48 | 2025 Proxy Statement | |

  188. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | PAY RATIO DISCLOSURES |

  189. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    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. Lucey is our PEO for these purposes. Our ratio disclosures are as follows: Median Employee (excluding the PEO) total annual compensation: $189,277.58 PEO total annual compensation: $9,354,978.32 Ratio of PEO to Median Employee Compensation: 49.42:1 In accordance with Item 402(u) of Regulation S-K, we have updated our pay ratio disclosures as there have been significant changes in our employee compensation arrangements in 2024, specifically the payment of special bonuses at all levels of the organization, that resulted in a significant change to our pay ratio disclosure. In determining the median employee compensation for 2024, a listing was prepared of all employees of the Company and its consolidated subsidiaries as of December 31, 2024. 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 2024. 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, 2024, the Company and its consolidated subsidiaries employed 3,855 persons on a full-time and part-time basis.

  190. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | | 2025 Proxy Statement | 49 |

  191. POTENTIAL PAYMENTS UPON TERMINATION OCCURRING ON DECEMBER 31, 2024, INCLUDING IN CONNECTION WITH A CHANGE IN CONTROL

    | 2024 PAY VERSUS PERFORMANCE |

  192. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE In accordance with the SEC’s PvP rules, below is the required tabular disclosure for the Principal Executive Officer (“PEO”) and the average for the NEOs excluding the PEO (“Non-PEO NEOs”) for 2024, 2023, 2022, 2021 and 2020.

  193. PAY VERSUS PERFORMANCE TABLE

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | Year (a) | Summary Compensation Table (“SCT”) Total for First PEO (b) (1) | SCT Total for Second PEO (b) (1) | Compensation Actually Paid to First PEO (c) (1)(2) | Compensation Actually Paid to Second PEO (c) (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e) (1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) (h) | EBITDA ($ millions) (i) (4) | | | | | | | | | Total Stockholder Return (f) (3) | Peer Group Total Stockholder Return (g) (3) | | | | 2024 | $N/A | $8,837,500 | $N/A | $2,580,689 | $3,997,176 | $331,946 | $90.10 | $168.71 | $(540.2) | $(68.8) | | 2023 | $12,183,709 | $12,240,872 | $16,159,466 | $13,855,201 | $6,180,700 | $7,427,945 | $145.30 | $184.97 | $2,162.0 | $3,521.1 | | 2022 | $13,104,780 | N/A | $37,968,188 | N/A | $4,996,543 | $14,556,716 | $132.13 | $152.67 | $2,972.8 | $4,314.7 | | 2021 | $7,294,215 | N/A | $12,415,156 | N/A | $2,958,400 | $5,103,877 | $41.84 | $88.66 | $315.5 | $1,111.9 | | 2020 | $4,938,526 | N/A | $(9,032,816) | N/A | $2,031,502 | $(3,844,634) | $22.91 | $65.89 | $(1,333.3) | $(510.0) |

  194. PAY VERSUS PERFORMANCE TABLE

    | (1) Mr. Nimbley (“First PEO”) served as our PEO for the full year for each of 2022, 2021 and 2020 and for 2023, until July 1, 2023. Mr. Lucey (“Second PEO” and, together with the First PEO, the “PEOs”) was appointed as our PEO effective July 1, 2023, and served as our PEO for the full year of 2024. For 2024, our Non-PEO NEOs included Messrs. Bukowski and Davis and Mses. Davis and Canty. For 2023, our Non-PEO NEOs included Messrs. Davis and O’Connor and Mses. Davis and Canty. For 2022, our Non-PEO NEOs included Messrs. Young, Lucey, Davis and O’Connor and Ms. Canty. For 2021 and 2020, our Non-PEO NEOs included Messrs. Young, Lucey, Davis and O’Connor. |

  195. PAY VERSUS PERFORMANCE TABLE

    | (2) For 2024, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |

  196. PAY VERSUS PERFORMANCE TABLE

    | Matthew Lucey | 2024 | | Summary Compensation Table Total for Second PEO (column (b)) | $8,837,500 | | - aggregate change in actuarial present value of pension benefits | $(762,513) | | + service cost of pension benefits | $339,088 | | + prior service cost of pension benefits | $— | | - SCT “Stock Awards” column value | $— | | - SCT “Option Awards” column value | $(5,836,243) | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $5,474,909 | | + year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(4,254,721) | | + vesting date fair value of equity awards granted and vested in the covered year | $— | | + year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | $(1,217,331) | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $— | | + dollar value of dividends/earnings paid on equity awards in the covered year | $— | | + excess fair value for equity award modifications | $— | | Compensation Actually Paid to Second PEO (column (c)) | $2,580,689 |

  197. PAY VERSUS PERFORMANCE TABLE

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  198. PAY VERSUS PERFORMANCE TABLE

    | AVERAGE FOR NON-PEO NEOS | 2024 | | Average SCT Total for Non-PEO NEOs (column (d)) | $3,997,176 | | - aggregate change in actuarial present value of pension benefits | $(331,477) | | + service cost of pension benefits | $197,359 | | + prior service cost of pension benefits | $— | | - SCT “Stock Awards” column value | $(2,525,198) | | - SCT “Option Awards” column value | $— | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $2,161,738 | | + year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(2,234,089) | | + vesting date fair value of equity awards granted and vested in the covered year | $— | | + year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | $(933,564) | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $— | | + dollar value of dividends/earnings paid on equity awards in the covered year | $— | | + excess fair value for equity award modifications | $— | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $331,946 |

  199. PAY VERSUS PERFORMANCE TABLE

    | (3) For each of 2024, 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group represents the dollar value as of December 31, 2024, 2023, 2022, 2021 and 2020, of a deemed fixed investment of $100 at market close on December 31, 2019, assuming reinvestment of dividends. For purposes of this pay versus performance disclosure, our peer group consists of the following entities: CVR Energy, Inc, Delek US Holdings, Inc., HF Sinclair Corporation, Marathon Petroleum Corporation, Phillips 66 and Valero Energy Corporation (the “Peer Group”). For purposes of calculating the Peer Group total shareholder return, the returns of each component issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of each measurement period. Because fiscal years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  200. PAY VERSUS PERFORMANCE TABLE

    | (4) EBITDA is a non-GAAP financial measure. For an explanation of how we use EBITDA and a reconciliation of EBITDA to 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 2024 Form 10-K. |

  201. PAY VERSUS PERFORMANCE TABLE

    | 52 | 2025 Proxy Statement | |

  202. 2024 PAY VERSUS PERFORMANCE RELATIONSHIP DESCRIPTIONS

    2024 PAY VERSUS PERFORMANCE RELATIONSHIP DESCRIPTIONS The following graphical comparisons illustrate the relationships for each of 2024, 2023, 2022, 2021 and 2020 of the compensation actually paid to the PEOs and the average compensation actually paid to our non-PEO NEOs to (i) PBF TSR and the Refining Peer Group TSR, (ii) Net Income and (iii) EBITDA, the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table.

  203. Relationship Between Compensation Actually Paid and PBF TSR and Refining Group TSR

    Relationship Between Compensation Actually Paid and PBF TSR and Refining Group TSR

  204. Relationship Between Compensation Actually Paid and PBF TSR and Refining Group TSR

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  205. Relationship Between Compensation Actually Paid and PBF Net Income

    Relationship Between Compensation Actually Paid and PBF Net Income

  206. Relationship Between Compensation Actually Paid and EBITDA

    Relationship Between Compensation Actually Paid and EBITDA

  207. Relationship Between Compensation Actually Paid and EBITDA

    | 54 | 2025 Proxy Statement | |

  208. Relationship Between Compensation Actually Paid and EBITDA

    | RISK ASSESSMENT OF COMPENSATION PROGRAMS |

  209. Relationship Between Compensation Actually Paid and EBITDA

    Total compensation for our employees that are not represented by a union (“non-represented employees”) is structured similarly to that for our named executive officers and consists of cash compensation in the form of a base salary and eligibility for an annual bonus under our Annual Cash Incentive Plan (as described below), and retirement, health and welfare benefits. Certain non-represented employees, like our named executive officers, are eligible for equity incentive compensation under our Equity Incentive Plan at the discretion of the Board as described below. We believe that our incentive compensation programs effectively balance risk and reward. When assessing risk, we consider base salary, the mix of award opportunities (i.e., short- vs. long-term), performance targets and metrics, the target-setting process, and the administration and governance associated with the plans. For our named executive officers and other senior management, equity incentive compensation is designed to be a substantial part of their total compensation while the compensation for most of our employees is weighted towards salary and annual cash incentives. Our non-represented employees participate in an annual program pursuant to which awards are given based upon the achievement of specific performance objectives of the Company under our Annual Cash Incentive Plan and individual performance as assessed by management. Since the proportion of total compensation that is at risk (i.e., that will vary based on Company performance) increases as the scope and level of the employee’s decision-making responsibilities increase, our incentive compensation programs may encourage management level employees to take certain risks. However, the Board of Directors takes that fact into consideration and aligns employee interests with those of our stockholders through the use of equity incentives that are intended to focus management on achieving strong annual results while also pursuing significant multi-year growth. The performance goals set by the Board of Directors are designed to be aggressive and challenging but also achievable. We actively monitor our compensation policies and practices to determine whether our risk management objectives are being met through the incentives we provide to our employees. Features of our compensation programs that we believe mitigate excessive risk taking include:

  210. Relationship Between Compensation Actually Paid and EBITDA

    | • | determination of short-term and long-term incentive awards based on different indicators of performance, thus diversifying the risk associated with a common indicator of performance; |

  211. Relationship Between Compensation Actually Paid and EBITDA

    | • | multi-year vesting periods for equity incentive awards, which encourage focus on sustained growth and earnings; |

  212. Relationship Between Compensation Actually Paid and EBITDA

    | • | implementation of a single three-year measurement period for performance awards; |

  213. Relationship Between Compensation Actually Paid and EBITDA

    | • | capping payouts under both our Annual Cash Incentive Plan and our long-term performance awards; |

  214. Relationship Between Compensation Actually Paid and EBITDA

    | • | maintaining meaningful stock ownership guidelines and stock holding requirements, orienting management toward long-term performance; |

  215. Relationship Between Compensation Actually Paid and EBITDA

    | • | prohibitions on hedging or pledging or short selling the Company’s stock; and |

  216. Relationship Between Compensation Actually Paid and EBITDA

    | • | a clawback policy effective as of October 2, 2023 that provides for recovery of all erroneously awarded compensation, including equity awards, received by an executive officer in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, as required under Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Section 303A.14 of the New York Stock Exchange Listed Company Manual. |

  217. Relationship Between Compensation Actually Paid and EBITDA

    The Compensation Committee retained Pay Governance LLC as independent compensation consultants in 2024. In its role as advisors to the Compensation Committee, Pay Governance was retained directly by the Compensation Committee, which, in its sole discretion, has the authority to select, retain, and terminate its relationship with the firm. Pay Governance did not provide other consulting services to PBF or to any senior executives of PBF in 2024. The Compensation Committee concluded that no conflict of interest exists that would prevent Pay Governance from independently advising the Compensation Committee.

  218. Relationship Between Compensation Actually Paid and EBITDA

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  219. Relationship Between Compensation Actually Paid and EBITDA

    During 2024, the consultant’s executive compensation consulting services included:

  220. Relationship Between Compensation Actually Paid and EBITDA

    | • | reviewing management prepared 2024 compensation alternatives and potential program changes provided to the Compensation Committee; |

  221. Relationship Between Compensation Actually Paid and EBITDA

    | • | developing approaches to calibrating 2024 short-term and long-term incentive awards; |

  222. Relationship Between Compensation Actually Paid and EBITDA

    | • | reviewing the competitive positioning of the Company’s executive pay levels; and |

  223. Relationship Between Compensation Actually Paid and EBITDA

    | • | reviewing management prepared materials provided to the Compensation Committee. |

  224. Relationship Between Compensation Actually Paid and EBITDA

    Non-Employee Director Compensation Our non-employee directors are entitled to receive director fees as determined by the Compensation Committee. We reimbursed all of our directors for customary expenses incurred in connection with attending meetings of our Board of Directors and committees thereof. During 2024, the then non-employee directors (Messrs. Abraham, Budd, Donahue, Edwards, Ogden, Wilmot and Ziemba, and Mses. Hodges and Lubel) were entitled to receive an annual cash retainer, payable pro rata, on a quarterly basis, of $130,000. Following re-election at the 2024 Annual Meeting, each elected director also received an additional $175,000 equity award consisting of shares of Class A Common Stock, fully vested from the date of grant but subject to restrictions on transfer and sale that lapse with respect to one-third of the shares each year over a period of three years starting on the first anniversary of the date of grant, subject to waiver under certain circumstances. Mr. Edwards received an additional annual retainer for his service in the role of Lead Director, of $35,000, which was increased from $30,000 effective May 3, 2024. Ms. Lubel received an additional annual retainer in connection with serving as Chairperson of the Audit Committee of $25,000. Each of Mr. Abraham and Mr. Donahue received, on a prorated basis, an additional annual retainer of $20,000 for their role as Chairperson of the Compensation Committee, in each case for their respective tenures. Each of Mr. Abraham and Mr. Budd received, on a prorated basis, an additional annual retainer for their roles as Chairperson of the Nominating and Corporate Governance Committee, of $20,000, in each case for their respective tenures and actual period of service. The following table summarizes all compensation for non-employee directors received for services rendered during the fiscal year ended December 31, 2024.

  225. Relationship Between Compensation Actually Paid and EBITDA

    | Name | Fees earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Spencer Abraham | 150,000 | 175,000 | 325,000 | | Wayne A. Budd | 50,000 | — | 50,000 | | Paul J. Donahue, Jr. | 143,333 | 175,000 | 318,333 | | S. Eugene Edwards | 165,000 | 175,000 | 340,000 | | Georganne Hodges | 130,000 | 175,000 | 305,000 | | Kimberly S. Lubel | 155,000 | 175,000 | 330,000 | | George E. Ogden | 130,000 | 175,000 | 305,000 | | Damian W. Wilmot | 130,000 | 175,000 | 305,000 | | Lawrence M. Ziemba | 150,000 | 175,000 | 325,000 |

  226. Relationship Between Compensation Actually Paid and EBITDA

    | (1) The amounts set forth in this column represent the grant date fair value of Class A Common Stock, fully vested from the date of grant but subject to restrictions on transfer and sale that will lapse with respect to one-third of the shares each year over a period of three years starting on the first anniversary of the date of grant, subject to waiver under certain circumstances. |

  227. Relationship Between Compensation Actually Paid and EBITDA

    | 56 | 2025 Proxy Statement | |

  228. Relationship Between Compensation Actually Paid and EBITDA

    Non-Employee Director Compensation Directors who are also our employees receive no separate compensation for service on our Board of Directors or committees thereof. The 2024 compensation received by Matthew C. Lucey, our Chief Executive Officer, is set forth in the Summary Compensation Table. The 2024 compensation received by Thomas J. Nimbley, our Executive Chairman, is set forth in the table below.

  229. Relationship Between Compensation Actually Paid and EBITDA

    | | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Thomas J. Nimbley Executive Chairman | 1,200,000 | — | 1,849,996 | 1,026,987 | 93,471 | 4,170,454 |

  230. Relationship Between Compensation Actually Paid and EBITDA

    | (1) The amounts set forth in this column represent the grant date value of shares of restricted Class A Common Stock, which are subject to vesting in three equal installments beginning on the first anniversary of the date of grant. The value realized upon the actual vesting of these awards may or may not be equal to this determined value, as these awards are subject to market conditions and have been valued based on an assessment of the market conditions as of the grant date. The amounts have been determined pursuant to FASB ASC Topic 718, as applicable, based on the assumptions set forth in Note 15 to the PBF Energy Inc. consolidated financial statements for the year ended December 31, 2024. |

  231. Relationship Between Compensation Actually Paid and EBITDA

    | (2) 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. |

  232. Relationship Between Compensation Actually Paid and EBITDA

    | (3) 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. |

  233. Relationship Between Compensation Actually Paid and EBITDA

    Non-Employee Director Stock Ownership Guidelines Non-employee directors are expected to acquire and hold during their service shares of our Class A Common Stock equal in value to at least three times the annual cash retainer paid to our directors. Directors have five years from their initial election to the Board to meet the target stock ownership guideline, and they are expected to continuously own sufficient shares to meet the guideline once attained. All of our non-employee directors who have served more than five years have met the stock ownership guidelines requirements.

  234. Relationship Between Compensation Actually Paid and EBITDA

    | | 2025 Proxy Statement | 57 |

  235. Relationship Between Compensation Actually Paid and EBITDA

    Each of the related party transactions described below was negotiated on an arm’s length basis. We believe that the terms of such agreements are as favorable as those we could have obtained from parties not related to us.