PBF ENERGY INC CLASS A (PBF)
Sector: Energy
2026 Annual Meeting Analysis
PBF ENERGY INC CLASS A · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured non-independent chairman with deep refining industry expertise; PBF's 3-year TSR of +18.5% underperforms XLE by 46.5pp but does not breach the 50pp ETF fallback threshold for low-positive TSR, so no TSR trigger fires; no overboarding, attendance, or independence concerns on applicable committees.
Independent director with relevant energy-sector and public-policy experience; serves on Compensation and Nominating committees which are appropriate for his independence; no TSR trigger fires given the 46.5pp gap falls below the 50pp ETF fallback threshold; holds multiple outside board seats but the filing does not indicate he reaches the 4-seat overboarding threshold for non-executive directors.
Non-independent director who rejoined the board in October 2025 after retiring as CFO; her tenure as a re-appointed director is less than 24 months so she is exempt from the TSR trigger; strong financial and refining-sector credentials are relevant to the company's needs; she does not sit on audit or compensation committees, so her non-independent status does not create a committee-independence concern.
Independent director with strong capital markets and financial expertise; chairs the Compensation Committee and serves on the Audit Committee, both consistent with his independence and financial background; no TSR trigger fires and no overboarding concerns.
Independent Lead Director with over 35 years of refining-sector experience; the 3-year TSR gap of 46.5pp below XLE does not breach the 50pp ETF fallback threshold, so no TSR trigger fires despite his 12-year tenure; no attendance, overboarding, or committee-independence issues identified.
Independent director with extensive energy-industry CFO and public accounting experience; joined in March 2023, giving her roughly 3 years of tenure which overlaps the underperformance period, but the TSR gap does not breach the ETF fallback threshold so no trigger fires; no attendance or overboarding concerns.
Independent director who chairs the Audit Committee; former Fortune 250 CEO and Valero general counsel provides strong industry and governance credentials; the TSR gap does not breach the 50pp ETF fallback threshold; holds multiple outside public board seats but the proxy does not indicate she reaches the 4-seat overboarding threshold for non-executive directors.
CEO and director since July 2023, giving him less than 24 months of tenure on the board at the relevant measurement period; he is exempt from the TSR trigger under the 24-month new-director exemption; his executive role and deep company knowledge are directly relevant to board service.
Independent director with over 45 years of energy-sector experience serving on the Audit Committee; the 3-year TSR gap of 46.5pp below XLE does not breach the 50pp ETF fallback threshold despite his 8-year tenure; no attendance, overboarding, or committee-independence concerns identified.
Independent director with legal, risk, and compliance expertise who joined in March 2023; the TSR gap does not breach the ETF fallback threshold; no overboarding or attendance concerns identified.
Independent director who chairs the Health, Safety and Environment Committee with deep refining-industry operational experience; joined in January 2023; the TSR gap does not breach the ETF fallback threshold; no overboarding or attendance concerns identified.
All eleven director nominees receive a FOR vote. PBF's 3-year TSR of +18.5% underperforms the XLE sector ETF by 46.5 percentage points, which falls just below the 50pp ETF fallback threshold applicable to low-positive TSR, so the TSR trigger does not fire for any director. No director shows overboarding, poor attendance, committee-independence violations, or other disqualifying flags. Karen Davis and Matthew Lucey are non-independent but serve on no audit or compensation committees, and Lucey qualifies for the 24-month new-director TSR exemption.
Say on Pay
✓ FORCEO
Matthew C. Lucey
Total Comp
$7,887,020
Prior Support
89.8%%
The prior Say on Pay vote received 89.8% support at the 2025 annual meeting, well above the 70% threshold that would require a response, and the compensation structure has been maintained with strong governance features. CEO total compensation of $7,887,020 is benchmarked against a discounted refining peer group (a 35% haircut applied to larger peers) and was positioned below the median of both peer groups, suggesting pay levels are not excessive relative to market. Critically, the committee demonstrated genuine pay-for-performance discipline by awarding zero cash bonuses under the formal plan for the second consecutive year due to missed financial targets, and performance share units for the 2022-2025 cycle paid out at 0% due to negative relative TSR — while a discretionary bonus of 25% of base salary was granted for individual performance, the overall variable pay structure is functioning as intended and is not disguised fixed pay.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,667,000
Non-Audit Fees
$1,000,863
Non-audit fees (audit-related fees of $319,000 plus tax fees of $681,863 totaling approximately $1,000,863) represent about 27% of audit fees of $3,667,000, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $5.2B market-cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and this absence is noted as a minor negative but does not change the vote; no material restatements were identified.
Overall Assessment
PBF Energy's 2026 annual meeting ballot contains four proposals: election of eleven directors (all receiving FOR votes as no policy triggers fire), ratification of KPMG (FOR, with a clean non-audit fee ratio of ~27%), an advisory Say on Pay vote (FOR, given strong prior support, below-median CEO pay, and genuine pay-for-performance discipline with two consecutive zero cash bonuses), and an equity plan amendment that falls outside current policy coverage. There are no stockholder-submitted proposals on this ballot.