Business Context and Reporting Period
This Form 8-K filing by PBF Energy Inc. was submitted on November 18, 2021. The report discloses the approval and grant of long-term incentive awards to the Company's named executive officers effective November 18, 2021, under the Amended and Restated 2017 Equity Incentive Plan.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The material event reported is the grant of equity and cash-based performance awards to five named executive officers. The awards consist of stock options, performance share units (PSUs), and performance units (PUs). These grants are tied to a three-year performance period from January 1, 2022, through December 31, 2024, with vesting contingent on the Company's Total Shareholder Return (TSR) relative to peers.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, financial outlook, or general management commentary regarding business operations. The only forward-looking elements relate to the vesting schedule of the executive awards, which is set for December 31, 2024, subject to forfeiture or acceleration under specific circumstances.
Executive Compensation Details
| Executive Name and Title | Stock Options | Performance Share Units | Performance Units (Target Value) |
|---|---|---|---|
| Thomas J. Nimbley, CEO | 169,925 | 66,954 | $2,612,589 |
| Matthew C. Lucey, President | 72,851 | 28,705 | $1,120,091 |
| C. Erik Young, SVP & CFO | 67,161 | 26,463 | $1,032,604 |
| Thomas L. O'Connor, SVP Commercial | 63,295 | 24,940 | $973,160 |
| T. Paul Davis, President Western Region | 63,295 | 24,940 | $973,160 |
Investor Verification Checklist
- Verify the specific TSR peer group and performance thresholds defined in the attached award agreements (Exhibits 10.1 and 10.2).
- Confirm the closing price of PBF Energy's Class A common stock on November 18, 2021, to determine the exercise price of the granted stock options.
- Review the terms regarding forfeiture or acceleration of awards under the applicable award agreements.
- Assess the potential cash outflow impact of the performance units, which range from zero to 200% of the target value.