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
PBF's 3-year price return of 31.3% is strong positive (>20%), and the gap vs. XLE (the sector ETF fallback) of -36.1pp does not meet the 65pp threshold required to trigger a no vote; Nimbley has deep refining industry experience and no overboarding or attendance issues.
TSR trigger does not apply given the -36.1pp gap falls well short of the 65pp threshold for strong-positive TSR companies; Abraham brings relevant energy policy expertise and has no overboarding or attendance concerns.
Davis rejoined the board in October 2025, meaning she has been a director for less than 24 months and is exempt from the TSR trigger; she brings directly relevant CFO and refining industry experience.
TSR trigger does not apply given the -36.1pp gap falls well short of the 65pp threshold; Donahue has strong financial and capital markets expertise and chairs the Compensation Committee with no attendance or overboarding issues.
TSR trigger does not apply given the -36.1pp gap falls well short of the 65pp threshold; Edwards has over 35 years of refining sector experience and serves as Lead Director with no attendance or overboarding concerns.
TSR trigger does not apply; Hodges has served since March 2023, bringing extensive energy CFO experience, and has no attendance or overboarding issues.
TSR trigger does not apply given the -36.1pp gap falls well short of the 65pp threshold; Lubel brings CEO and general counsel experience in the refining sector and chairs the Audit Committee with no attendance or overboarding concerns.
Lucey joined the board in July 2023, which is within 36 months but more than 24 months; however, the TSR trigger does not apply in any case because the -36.1pp gap vs. XLE falls well short of the 65pp threshold for strong-positive TSR companies.
TSR trigger does not apply given the -36.1pp gap falls well short of the 65pp threshold; Ogden brings over 45 years of energy sector experience and has no attendance or overboarding concerns.
Wilmot joined in March 2023, which is within the 36-month window; however, the TSR trigger does not apply because the -36.1pp gap vs. XLE falls well short of the 65pp threshold, and he brings relevant risk and legal expertise.
Ziemba joined in January 2023; the TSR trigger does not apply because the -36.1pp gap vs. XLE falls well short of the 65pp threshold, and he brings deep refining operational expertise as the HS&E Committee chair.
All eleven director nominees receive a FOR vote. PBF's 3-year price return of +31.3% places it in the strong-positive TSR tier, meaning underperformance vs. the XLE sector ETF would need to exceed 65 percentage points to trigger a no vote — the actual gap of -36.1pp falls well short of that threshold. No directors have overboarding issues, attendance problems, independence concerns on audit or compensation committees, or familial relationships with senior management.
Say on Pay
✓ FORCEO
Matthew C. Lucey
Total Comp
$7,887,020
Prior Support
89.8%%
CEO total compensation of $7,887,020 is reasonable for a $5.5B market cap energy refiner, and the pay structure is heavily performance-oriented: no cash bonus was paid under the annual incentive plan for the second consecutive year because financial targets were not met, and performance share units and performance units for the cycle ending December 31, 2025 paid out at 0% due to poor relative total shareholder return versus peers. The discretionary bonus of 25% of base salary granted outside the regular plan was modest and tied to individual performance during a genuinely difficult operating year marked by a refinery fire, tariff headwinds, and a net loss — not a substitution for missing plan targets. Prior year shareholder support was a strong 89.8%, well above the 70% threshold that would require responsive action, and the program includes meaningful clawback provisions and robust stock ownership guidelines.
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 $1,000,863) represent approximately 27% of audit fees of $3,667,000, which is well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of PBF's size, and auditor tenure is not disclosed so the tenure trigger cannot fire. All non-audit services were pre-approved by the Audit Committee.
Overall Assessment
The 2026 PBF Energy annual meeting presents a clean ballot: all eleven director nominees pass the TSR and governance screens, KPMG's non-audit fee ratio is well within acceptable bounds, and the executive pay program demonstrates genuine pay-for-performance discipline with zero cash bonuses and zero performance award payouts in a year of financial losses. The only proposal outside the standard three — an equity plan share increase — falls outside the scope of this policy and is flagged accordingly.
Compensation Peer Group
6 companies disclosed in 2026 proxy filing