Not independent
Tenure on this board
11.6 yrs
11 nominees · 4 ballot items.
Election of 11 directors; Ratification of KPMG LLP as independent auditors for 2026; Advisory (non-binding) vote to approve 2025 named executive officer compensation; Amendment to the 2025 Equity Incentive Plan to increase shares reserved by 4,200,000; and transaction of other business.
Election of eleven director nominees to serve one-year terms until the 2027 annual meeting.
Ratify the appointment of KPMG LLP as PBF’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the 2025 compensation of the company's named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the reported 2025 compensation of the named executive officers. Management seeks endorsement to validate the Compensation Committee’s program design: emphasizing pay-for-performance, a mix of cash and performance-based equity, and alignment with stockholder returns via TSR-based long-term awards; the Board cites strong prior say-on-pay support (89.8% in 2025) and explains that the advisory vote will guide future compensation decisions though not binding. Context includes that 2025 bonuses were not paid under the CIP due to Adjusted EBITDA thresholds not being met and that discretionary 25%-of-salary bonuses were later granted; performance awards tied to TSR paid out at 0% for the 2022 cycle. The Board’s recommendation argues the program balances incentives and governance safeguards (clawbacks, minimum vesting, ownership guidelines). An analyst should note the potential tensions between zero payouts under formulaic plans and discretionary awards, and that the advisory nature means structural changes are unlikely without clear stockholder opposition; the Compensation Committee remains responsive to investor feedback.
Approve Amendment No.1 to the 2025 Equity Incentive Plan to increase the share reserve by 4,200,000 shares and make related amendments.
Management seeks shareholder approval to increase the 2025 Equity Incentive Plan’s share reserve by 4.2 million shares to support future grants across employees, directors and consultants. The proposal is framed as necessary to attract and retain talent and maintain alignment between employees and stockholders through equity-based compensation. The amendment preserves several governance protections—no liberal share recycling, minimum one-year vesting (with limited 5% carve-out), a 1.42 fungible ratio counting full-value awards, holding-period requirements for NEOs, no discounted options, no repricing without shareholder approval, clawback provisions, and no evergreen feature—intended to mitigate dilution and governance risk. The Board argues that without the increase the company’s ability to grant incentives would be constrained. Analysts should weigh the dilution impact (up to 4.2M shares if only options are used; fewer if full-value awards are used due to 1.42 ratio), existing run-rate of awards and burn rate, and the firm’s recent compensation outcomes (e.g., zero TSR-based payouts) when assessing the necessity and shareholder value trade-offs inherent in approving more equity authorization.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.4% | 6,436,697 | $307M |
| 2 | STATE STREET CORP | 4.5% | 5,326,404 | $254M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.2% | 4,925,126 | $235M |
| 4 | GOLDMAN SACHS GROUP INC | 4.1% | 4,885,906 | $233M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 4,176,065 | $199M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 3,870,468 | $184M |
| 7 | TWO SIGMA INVESTMENTS, LP | 3.3% | 3,855,906 | $184M |
| 8 | T. Rowe Price Investment Management, Inc. | 2.9% | 3,372,726 | $161M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.7% | 3,222,433 | $153M |
| 10 | BlackRock, Inc. | 2.6% | 3,120,871 | $149M |
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