PBF Energy Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by PBF Energy Inc. and PBF Holding Company LLC on October 27, 2023. The report discloses the approval of long-term incentive awards for the Company's named executive officers effective as of the Grant Date, October 27, 2023.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material event is the grant of equity and cash-based performance awards to six named executive officers under the Amended and Restated 2017 Equity Incentive Plan. The awards consist of:
- Restricted shares of Class A common stock.
- Performance share units (PSUs) for the three-year period from January 1, 2024, through December 31, 2026, payable in stock based on Total Shareholder Return (TSR) rankings relative to peers (0% to 200% payout).
- Performance units (PUs) with a target value of $1.00 per unit, payable in cash at the end of the performance period based on the same TSR metrics (0% to 200% payout).
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding operational performance. The awards are subject to forfeiture or acceleration under certain circumstances as detailed in the attached award agreements. The performance metrics rely on TSR rankings relative to peers, introducing variability in the final payout value.
Investor Verification Checklist
- Verify the specific TSR peer group used for performance calculations in the attached Exhibits 10.1 and 10.2.
- Confirm the vesting schedule and any acceleration clauses for the 2024-2026 performance period.
- Review the total potential payout value (0% to 200%) for each executive based on the granted units.
- Check subsequent filings for any changes to the Equity Incentive Plan or executive departures.
Executive Grant Details
| Executive Name & Title | Restricted Stock | Performance Share Units | Performance Units (Target Value) |
|---|---|---|---|
| Matthew C. Lucey, CEO & President | 67,992 | 41,927 | $3,984,440 |
| Thomas J. Nimbley, Executive Chairman | 52,172 | 32,171 | $3,057,381 |
| Karen B. Davis, SVP & CFO | 18,669 | 11,512 | $1,094,015 |
| Thomas L. O'Connor, SVP, Commodity Risk | 17,244 | 10,634 | $1,010,544 |
| T. Paul Davis, SVP, Supply & Trading | 17,244 | 10,634 | $1,010,544 |
| Trecia Canty, SVP, General Counsel | 17,244 | 10,634 | $1,010,544 |