Business Context and Reporting Period
This Form 8-K Current Report was filed by PBF Energy Inc. and its subsidiaries on November 29, 2022. The filing discloses significant changes in executive leadership and board composition, specifically the resignation of the Chief Financial Officer and the retirement of an independent director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and personnel changes rather than financial performance data.
Material Changes
- Resignation of CFO: C. Erik Young, Senior Vice President and Chief Financial Officer, resigned effective December 20, 2022, to pursue other professional opportunities. The resignation is not due to any disagreement with the Company or the Board.
- Retirement of Director: Robert Lavinia, an independent director and member of the Health, Safety and Environment Committee, will retire from the Board effective December 31, 2022. This decision is also not the result of any disagreement.
- Succession Plan: The Board intends to conduct a search for both internal and external candidates to replace Mr. Young.
Guidance, Outlook, and Separation Terms
The filing does not contain financial guidance, outlook, or management commentary on market conditions. However, it details the compensatory arrangements for the departing CFO under a Letter Agreement:
- Accrued Rights: Mr. Young is entitled to accrued rights as defined in his Employment Agreement.
- Bonus: He will receive his 2022 annual bonus at the maximum amount payable for his level, based on achieved performance, payable no later than March 15, 2023.
- Equity: The exercise period for his vested stock options as of the resignation date is extended by 30 days, totaling four months post-resignation.
- Covenants: Mr. Young agreed to confidentiality, non-solicitation, and non-disparagement covenants and a release of claims against the Company.
Investor Verification Checklist
- Verify the timeline for the appointment of a new Chief Financial Officer.
- Confirm the status of the search for a replacement for Robert Lavinia on the Board.
- Review the attached Letter Agreement (Exhibit 10.1) for specific details on the separation package.
- Monitor subsequent filings for any interim financial leadership appointments.