PBF Energy : 2021 Proxy Statement - pdf, 4.5MB,

2021

Notice of Annual Meeting of Stockholders and Proxy Statement

PBF ENERGY INC.

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

	DATE		LOCATION		RECORD DATE
	May 27, 2021		www.virtualshareholdermeeting.com/		Stockholders of record
	at 10:00 A.M.		PBF2021		on March 29, 2021
				are entitled to vote
	Eastern Daylight Time
				at the meeting

The 2021 Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/PBF2021. Stockholders of record at the close of business on March 29, 2021 may vote at the meeting or any postponements or adjournments of the meeting. To join as a stockholder, you must enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you receive. During the meeting stockholders may ask questions, examine our stockholder list and vote their shares (other than shares held through employee benefit plans, which must be voted prior to the meeting). Other interested parties may join the meeting as a guest, in which case no control number is required. For more information, please see the section entitled "Annual Meeting of Stockholders" in this Proxy Statement. We are making the Proxy Statement and the form of proxy first available beginning on April 9, 2021.

At the meeting, stockholders will be asked to vote on:

Items of Business:

1. the election of directors;
2. the ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as independent auditor for 2021;
3. an advisory vote on the 2020 compensation of the named executive officers; and
4. the transaction of any other business properly brought before the meeting or any adjournment or postponement thereof.

Information with respect to the above matters is set forth in this Proxy Statement that accompanies this Notice.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2021. The Notice of the 2021 Annual Meeting, Proxy Statement and the Annual Report on Form 10-Kfor the year-endedDecember 31, 2020 are available on the internet at www.proxyvote.com.

By order of the Board of Directors,

Trecia M. Canty

Senior Vice President, General Counsel and Secretary

April 9, 2021

YOUR VOTE IS IMPORTANT, PLEASE SIGN, DATE AND MAIL THE

ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM PROMPTLY. YOU MAY

ALSO VOTE VIA THE INTERNET OR BY TELEPHONE. PLEASE USE THE INTERNET

ADDRESS OR TOLL-FREE NUMBER SHOWN ON YOUR PROXY CARD OR VOTING

INSTRUCTION FORM.

YOU MAY REVOKE A PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING

WRITTEN NOTICE TO THAT EFFECT TO THE SECRETARY OR BY SUBMISSION OF A

LATER-DATED PROXY OR SUBSEQUENT INTERNET OR TELEPHONIC PROXY. IF YOU

ATTEND THE MEETING, YOU MAY REVOKE ANY PROXY PREVIOUSLY GRANTED AND

VOTE DURING THE MEETING.

TABLE OF CONTENT

Annual Meeting of Stockholders	i
Proxy Statement Summary	iv
About PBF Energy	1
Corporate Governance
PBF's Corporate Structure ........................	2
Information Regarding Board of Directors .......	2
Independence Determinations ....................	2
Committees of the Board ..........................	3
Board Refreshment ...............................	5
Selection of Director Nominees ..................	6
Board Evaluations .................................	8
Board Leadership Structure, Lead Director and
Meetings of Non-Management Directors .....	8
Enterprise Risk Oversight .........................	9
Proposal No. 1 - Election of Directors	10
Information Concerning Nominees and
Directors ..........................................	10
Security Ownership of Certain Beneficial
Owners	16
Security Ownership of Management and
Directors	17
Pay Ratio Disclosures	19
Executive Compensation	20
Executive Summary ...............................	20
2020 Macroeconomic Environment and Pay
Decisions ......................................	20
Our Compensation Program ...................	20
2019 Say-on-Pay Vote and Investor
Engagement and Feedback .................	21
Governance Features of the Executive
Compensation Program ........................	21
Compensation Discussion and Analysis .........	23
Named Executive Officers ......................	23
Compensation Philosophy ......................	23
Peer Group and Benchmarking ................	24
Role of the Compensation Committee ........	25
Role of Management ............................	26
Role of Compensation Consultants ...........	26
Compensation Elements and Mix ..............	26
Annual Base Salary .............................	28
Annual Cash Incentive Plan ....................	28
Long-Term Incentive Compensation ..........	29

2020 Long-Term Incentive Awards ............	32
2018 Performance Share Unit and
Performance Unit Payouts ...................	34
Employment Agreements .......................	35
Other Benefits ...................................	35
Impact of Tax and Accounting Principles .....	36
Pension and Other Retirement Benefits ......	36
Compensation-Related Policies ...............	37
Compensation Committee Report .............	38
Executive Compensation Tables	39
2020 Summary Compensation Table ............	39
Grants of Plan-Based Equity Awards in 2020 ...	40
Outstanding Equity Awards at 2020 Fiscal
Year-End .........................................	41
Option Exercises and Stock Vested in 2020 ....	43
Pension Benefits ...................................	44
Potential Payments upon Termination
Occurring on December 31, 2020, Including
in Connection With a Change in Control ......	45
Risk Assessment of Compensation Programs	48
Compensation Consultant Disclosures	48
Outside Director Compensation	49
Certain Relationships and Related
Transactions	50
Equity Compensation Plan Information	57
Proposal No. 2 - Ratification of Appointment
of Independent Auditor	58
Deloitte Fees for Fiscal Years 2020 and
2019 ..............................................	59
Report of the Audit Committee for Fiscal Year
2020 ..............................................	59
Proposal No. 3 - Advisory Vote on 2020
Named Executive Officer Compensation	61
Governance Documents and Code of Ethics	62
Stockholder Communications	62
Stockholder Nominations and Proposals	62
Other Business	63
Financial Statements	63
Householding	63
Transfer Agent	63

PBF ENERGY INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Our Board of Directors (the "Board") is soliciting proxies to be voted at the Annual Meeting of Stockholders on May 27, 2021 (the "Annual Meeting" or the "Meeting"). The accompanying notice describes the time, place, and

purposes of the Annual Meeting. Action may be taken at the Annual Meeting or on any date to which the meeting may be adjourned. Unless otherwise indicated the terms "PBF," "PBF Energy," "the Company," "we," "our," and "us" are used in this Notice of Annual Meeting and Proxy Statement to refer to PBF Energy Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole.

In lieu of this proxy statement and the accompanying notice, we are mailing a Notice of Internet Availability of Proxy Materials ("Internet Availability Notice") to certain stockholders on or about April 9, 2021. On this date, stockholders will be able to access all of our proxy materials on the website referenced in the Notice.

Record Date, Shares Outstanding, Quorum

Holders of record of our Class A Common Stock, par value $0.001 per share ("Class A Common Stock") and Class B Common Stock, par value $0.001 per share ("Class B Common Stock") are entitled to vote as a single class on the matters presented at the Annual Meeting. At the close of business on March 29, 2021 (the "record date"), 120,180,990 shares of Class A Common Stock were issued and outstanding and entitled to one vote per share and the holders of the Class A Common Stock have 99.2% of the voting power. On the record date, 16 shares of Class B Common Stock were issued and outstanding and each share of Class B Common Stock entitled the holder to one vote for each Series A limited liability company membership interest ("PBF LLC Series A Units") of our subsidiary, PBF Energy Company LLC ("PBF LLC"), held by such holder as of the record date. On the record date, Class B Common Stockholders collectively held 993,947 of the PBF LLC Series A Units, which entitled them to an equivalent number of votes, representing approximately 0.8% of the combined voting interests of the Class A and Class B Common Stock. See "Corporate Governance-PBF's Corporate Structure" below for more information.

Stockholders representing a majority of voting power, present in person or represented by properly executed proxy, will constitute a quorum. Abstentions and broker non-votes count as being present or represented for purposes of determining the quorum.

Voting Requirements for the Proposals

Proposal No. 1, Election of Directors - An affirmative vote of the majority of the total number of votes cast "FOR" or "AGAINST" a director nominee is required for the election of a director in an uncontested election. A majority of votes cast means that the number of shares voted "FOR" a director nominee must exceed 50% of the votes cast with respect to that nominee (with "abstentions" and "broker non-votes" not counted as votes cast either "FOR" or "AGAINST" that nominee's election).

Proposal No. 2, Ratification of Independent Auditors - Ratification by stockholders of the selection of

independent public accountants requires the affirmative vote of the majority of the votes cast. Abstentions have no effect on this proposal.

Proposal No. 3, Advisory Vote on 2020 Named Executive Officer Compensation - The affirmative vote of the majority of the votes cast on this non-bindingproposal is required for the proposal to pass. A majority of the votes cast means the number of shares voted "FOR" the proposal must exceed the number of shares voted "AGAINST" the proposal. Your broker may not vote your shares on this proposal unless you give voting instructions. Abstentions and broker non-voteshave no effect on the vote.

2021 Proxy Statement

i

Attending the Annual Meeting

Due to continuing concerns relating to COVID-19, we will have a virtual-only annual meeting of stockholders in 2021. The meeting will be conducted exclusively via live audio webcast. You do not have to register in advance to attend the virtual meeting. To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/PBF2021 and enter the 16- digit control number included in your Notice of Internet Availability, on your proxy card, or on the voting instruction form that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 9:45 a.m. Eastern Daylight Time on May 27, 2021. The meeting will begin promptly at 10:00 a.m. Eastern Daylight Time on May 27, 2021.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered in your name directly with the Company or with PBF's transfer agent, American Stock Transfer & Trust Company, LLC, you are the "stockholder of record" of those shares. This Notice of Annual Meeting and Proxy Statement and any accompanying documents have been provided directly to you by PBF.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the "beneficial owner" of those shares, and the Internet Availability Notice has been forwarded to you by your broker, bank, or other holder of record.

As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

Voting Stock Held through a PBF Energy Employee Benefit Plan

If you hold your stock through a PBF Energy employee benefit plan, you must either:

• Vote over the internet (instructions are in the email sent to you or on the notice and access form).
• Vote by telephone (instructions are on the notice and access form).

If you elected to receive a hard copy of your proxy materials, fill out the enclosed voting instruction form, date and sign it, and return it in the enclosed postage-paid envelope. Please pay close attention to the deadline for returning your voting instruction form. The voting deadline is set forth on the voting instruction form.

Voting Stock (Other Than Stock Held Through a PBF Energy Employee Benefit Plan) by Mail, Telephone or Internet or During the Meeting

You may vote using any of the following methods:

By mail

Complete, sign and date the proxy or voting instruction card and return it in the prepaid envelope. If you are a shareholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors. Mailed proxies must be received no later than the close of business on May 26, 2021 in order to be voted at the Annual Meeting. We urge you to use the other means of voting if there is a possibility your mailed proxy will not be timely received.

By telephone or on the Internet

We have established telephone and Internet voting procedures for stockholders of record. These procedures are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded.

You can vote by calling the toll-free telephone number 1-800-690-6903. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

The website for Internet voting is www.proxyvote.comfor stockholders of record. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

ii	2021 Proxy Statement