PBF Energy Inc. (PBF): CEO Matthew C. Lucey compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On October 27, 2026, the Compensation Committee (the “Committee”) of PBF Energy Inc.’s (the “Company”) Board of Directors approved grants of long-term incentive awards effective as October 27, 2026 (the “Grant Date”) under the Company’s 2025 Equity Incentive Plan (as amended, the “Equity Incentive Plan”) as follows: Matthew C. Lucey, the Company’s Chief Executive Officer & President received a 2026 long-term incentive award of $8,484,700 and each of Joseph Marino, Senior Vice President & Chief Financial Officer, T. Paul Davis, Senior Vice President, Supply, Trading and Optimization, and Trecia Canty, Senior Vice President, General Counsel & Secretary, received a 2026 long-term incentive award of $2,500,000. The foregoing 2026 long-term incentive awards were allocated (i) 40% to restricted shares of the Company’s Class A common stock (“Common Stock”), (ii) 30% to performance share units for the three-year performance period from January 1, 2027 through December 31, 2029 (the “Performance Period”), payable in shares of Common Stock, the amount of which will range from zero to 200 percent of the number of performance share units granted based on TSR performance during the Performance Period as determined by the Committee plus additional shares of Common Stock may be awarded at vesting with respect to the computed value of dividend equivalents accrued during the Performance Period and (iii) 30% to performance units with a target value of $1.00 per unit payable in cash, the amount of which will range from zero to 200 percent of the number of performance units granted based on TSR performance during the Performance Period as determined by the Committee. The restricted stock vests in equal installments over three (3) years and the performance share units and the performance units will vest on December 31, 2029, in each case subject to forfeiture or acceleration under certain circumstances set forth in the applicable award agreement, the forms of which agreements are attached as Exhibits 10.1 and 10.2 to this Form 8-K.