PBF Energy (PBF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 29, 2025, to be held virtually, with voting rights for shareholders of record as of March 7, 2025.

• Key business items include election of ten directors, ratification of KPMG LLP as auditor, advisory votes on executive compensation and its frequency, and approval of the 2025 Equity Incentive Plan.

• 2024 was a challenging year due to macroeconomic and regulatory headwinds, with operational issues increasing expenses.

• Despite challenges, initiatives included cost-saving programs, increased dividends, share repurchases, and strategic asset reviews.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of KPMG LLP as auditor, advisory vote on 2024 executive compensation, advisory vote on frequency of say-on-pay, and approval of the 2025 Equity Incentive Plan.

• Board recommends voting for all director nominees, for KPMG as auditor, for executive compensation, for annual say-on-pay, and for the new equity plan.

Board of directors and corporate governance

• Board consists of ten members, eight of whom are independent; all standing for re-election.

• Board and committee refreshment ongoing, with four new directors since 2023 and all committees having new chairs.

• Lead Director role in place; separation of Chairman and CEO roles, with transition to non-executive Chairman planned for July 2025.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Health, Safety and Environment.

• Annual board and committee self-evaluations conducted.