Business Context and Reporting Period
This Form 8-K is a current report filed by PBF Energy Inc. and PBF Holding Company LLC on October 21, 2025. The filing discloses the approval of long-term incentive awards for the Company's named executive officers by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data presented relates to the value of executive compensation awards approved for the 2026-2028 performance cycle.
Material Changes and Executive Compensation
On October 21, 2025, the Compensation Committee approved grants to be made on October 28, 2025, under the 2025 Equity Incentive Plan. The awards consist of restricted stock, performance share units (PSUs), and performance units (PUs). PSUs and PUs are tied to a three-year performance period (January 1, 2026, through December 31, 2028) based on Total Shareholder Return (TSR) rankings relative to peers, with potential payouts ranging from 0% to 200% of the target.
| Executive Officer | Restricted Stock Value | Performance Share Units (Target) | Performance Units (Target) |
|---|---|---|---|
| Matthew C. Lucey (CEO & President) | $2,306,800 | $1,730,100 | $1,730,100 |
| Joseph Marino (SVP & CFO) | $994,961 | $746,221 | $746,221 |
| T. Paul Davis (SVP, Supply, Trading & Optimization) | $994,961 | $746,221 | $746,221 |
| Trecia Canty (SVP, General Counsel & Secretary) | $994,961 | $746,221 | $746,221 |
| Michael Bukowski (SVP, Head of Refining) | $994,961 | $746,221 | $746,221 |
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of risks and contingencies beyond the standard forfeiture or acceleration clauses applicable to the equity awards. The performance metrics are strictly defined as TSR rankings relative to peers.
Key Facts for Investor Verification
- Grant Date: The awards are scheduled to be granted on October 28, 2025.
- Performance Period: The variable compensation is based on performance from January 1, 2026, to December 31, 2028.
- Performance Metric: Payouts for PSUs and PUs depend on the Company's TSR ranking relative to peers, with a payout range of 0% to 200%.
- Dividend Equivalents: Additional shares may be awarded at vesting regarding accrued dividend equivalents for the performance share units.
- Exhibits: The specific terms of the award agreements are detailed in Exhibits 10.1 and 10.2 attached to the filing.