Business Context and Reporting Period
This Form 8-K Current Report was filed by PBF Energy Inc. and its affiliates on December 2, 2022, with the earliest event reported on that date. The filing primarily addresses executive leadership changes and the approval of long-term incentive compensation plans for named executive officers.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on personnel appointments and compensation structures.
Material Changes
- Interim CFO Appointment: Karen B. Davis was appointed as Interim Chief Financial Officer, effective January 1, 2023. She will serve until a successor is appointed or she resigns.
- Interim Financial Oversight: From December 21, 2022, until the effective date of Ms. Davis's appointment, CEO Thomas Nimbley will serve as the principal financial officer.
- Board Resignation: Ms. Davis will resign from the Board of Directors effective December 31, 2022, though she will continue to receive director compensation through that date.
- Executive Compensation Grants: On December 2, 2022, the Compensation Committee approved long-term incentive awards for named executive officers under the 2017 Equity Incentive Plan. These include restricted shares, performance share units (PSUs), and performance units tied to Total Shareholder Return (TSR) rankings over a three-year period (2023-2025).
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or general management commentary regarding business operations. It details specific compensation terms:
- Interim CFO Salary: Ms. Davis will receive a salary of $13,125 per week (approximately $52,500 monthly), prorated for partial weeks, with eligibility for health and welfare benefits. No equity awards were granted for this interim role.
- Performance Metrics: PSUs and performance units for executives vest on December 31, 2025, with payout ranging from 0% to 200% of the target based on TSR performance relative to peers.
- Executive Grants:
- Thomas J. Nimbley (CEO): 64,164 Stock Options, 38,406 PSUs, $3,148,614 in Performance Units.
- Matthew C. Lucey (President): 27,706 Stock Options, 16,584 PSUs, $1,359,560 in Performance Units.
- Thomas L. O'Connor (SVP, Commodity Risk): 24,017 Stock Options, 14,376 PSUs, $1,178,571 in Performance Units.
- T. Paul Davis (SVP, Supply): 24,017 Stock Options, 14,376 PSUs, $1,178,571 in Performance Units.
Investor Verification Checklist
- Verify the transition timeline for the CFO role, specifically the gap between December 21, 2022, and January 1, 2023, where the CEO acts as principal financial officer.
- Review the attached Exhibit 10.1 (Letter Agreement) for full terms of Karen B. Davis's interim employment.
- Examine Exhibits 10.2 through 10.4 to understand the specific forfeiture and acceleration clauses for the 2023-2025 performance awards.
- Confirm the peer group used for TSR calculations in the performance awards to assess the difficulty of achieving the 200% payout threshold.