Business Context and Reporting Period
This Form 8-K Current Report was filed by PBF Energy Inc. and PBF Holding Company LLC on August 18, 2025. The filing discloses significant changes to the Company's executive leadership and Board of Directors, specifically regarding the retirement of the Chief Financial Officer and the appointment of successors.
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 personnel changes and does not contain financial performance data.
Material Changes
- Retirement: Karen B. Davis, Senior Vice President, Chief Financial Officer, and Chief Accounting Officer, tendered notice of retirement effective September 30, 2025. She stated the retirement is not due to any disagreement with the Company or Board.
- Appointments: The Board appointed Joseph Marino as Senior Vice President and Chief Financial Officer, and Steven Andriola as Chief Accounting Officer, effective October 1, 2025.
- Board Appointment: Karen B. Davis was appointed as a non-independent director of the Company, effective October 1, 2025.
Management Commentary and Compensation
Management highlighted the internal promotion of Joseph Marino, who has been with the Company since 2011 and served as Treasurer since 2020. Steven Andriola, appointed as Chief Accounting Officer, has served as Controller since July 2023. The filing details the following compensation arrangements commencing on the effective date:
- Joseph Marino: Annual salary of $500,000, plus eligibility for an annual incentive bonus, equity awards, and health and welfare benefits.
- Steven Andriola: Annual salary of $325,000, plus eligibility for an annual incentive bonus, equity awards, and health and welfare benefits.
- Karen B. Davis: As a director, she will receive a pro-rated annual cash retainer and a pro-rated grant of restricted shares of Class A common stock, in addition to continued indemnification.
Investor Verification Checklist
- Verify the transition timeline between Davis's retirement (September 30, 2025) and the new officers' start date (October 1, 2025) to ensure no gap in financial oversight.
- Review the attached Employment Agreement (Exhibit 10.1) for specific terms regarding Joseph Marino's bonus targets and equity vesting schedules.
- Confirm the impact of Davis's transition from executive to non-independent director on Board independence ratios.
- Check subsequent filings for any interim financial reporting delays or changes in accounting policies under the new leadership.