Damian W. Wilmot
PBF EnergyAbout Damian W. Wilmot
Damian W. Wilmot, age 49, is an independent director of PBF Energy, serving since March 15, 2023. He is Chief Legal Officer and Corporate Secretary at BridgeBio Pharma, Inc. (since September 2023) and brings deep experience in legal, risk, compliance, and enterprise risk management from senior roles at Vertex Pharmaceuticals, prior litigation practice at Goodwin Procter, and service as an Assistant U.S. Attorney (D. Mass.) . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals Incorporated | SVP, Chief Risk & Compliance Officer | Not disclosed | Led Global Compliance, Business Continuity & Resilience, Privacy, Records, Litigation, Employment Law; led ERM, Incident Response & Crisis Management, Information Governance |
| Global pharmaceutical company (not named) | Chief Litigation Counsel | Not disclosed | Litigation leadership (company not named) |
| Goodwin Procter LLP | Litigation Partner | Not disclosed | Complex litigation practice |
| U.S. Department of Justice, D. Mass. | Assistant U.S. Attorney | Not disclosed | Federal prosecution experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BridgeBio Pharma, Inc. | Chief Legal Officer & Corporate Secretary | Since Sept 2023 | Oversees legal affairs, corporate governance, ethics & compliance, risk management |
| HarborOne Bancorp, Inc. | Director | Since 2019 | Audit Committee and Executive Committees member |
| Fidelity Charitable | Trustee | Since 2021 | Audit and Investment Committees member |
| New Commonwealth Fund for Social Justice & Racial Equality | Founder & Board Chair | Since 2020 | Governance and mission leadership |
| Trinity College (MA) | Trustee & Audit Committee Chair | Not disclosed | Audit committee leadership |
Board Governance
- Committees: Compensation Committee member (effective April 30, 2024) and Nominating & Corporate Governance Committee member (since March 15, 2023) .
- Independence: Board determined Wilmot meets NYSE independence requirements; PBF’s independent directors lead governance with a Lead Director (S. Eugene Edwards) and executive sessions prior to most Board meetings .
- Attendance: In 2024 the Board met seven times; each director participated in at least 75% of Board and committee meetings held while in office; all directors then in office attended the 2024 Annual Meeting .
- Committee quality: Compensation Committee uses an independent consultant (Pay Governance); no compensation committee interlocks or related-person participation disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Paid pro rata quarterly |
| Equity award (annual) | $175,000 | Class A Common Stock; fully vested at grant; transfer restrictions lapse one-third annually over 3 years |
| Committee chair fees (reference) | $20,000–$25,000 | Compensation/Nominating Chairs $20,000; Audit Chair $25,000; Lead Director $35,000 (not applicable to Wilmot) |
| Total 2024 director compensation (Wilmot) | $305,000 | Cash $130,000 + Stock $175,000 |
| Meeting fees | Not disclosed | No meeting fees disclosed |
Performance Compensation
- No performance-based metrics are tied to non-employee director compensation; director equity grants are fully vested at grant but subject to transfer restrictions that lapse over time (no TSR/financial hurdles at the director level) .
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|---|
| HarborOne Bancorp, Inc. | Financials (Banking) | Director | Audit; Executive | No PBF-related transactions disclosed; independence maintained |
| Fidelity Charitable | Non-profit | Trustee | Audit; Investment | Charitable role; no related-party exposure disclosed |
| Trinity College (MA) | Education | Trustee | Audit (Chair) | No related-party exposure disclosed |
PBF discloses “No Significant Related Party Transactions” involving directors/officers and maintains an Audit Committee policy governing related-person transactions over $120,000; directors recuse if deemed related persons .
Expertise & Qualifications
- Core expertise: Legal, risk management, compliance, governance, crisis management, enterprise risk programs—highly relevant to Compensation and Nominating/Governance oversight .
- Board skills framework: PBF emphasizes public company governance, risk management, HSE/ESG oversight, regulatory/public policy, finance/accounting expertise across directors .
Equity Ownership
| Ownership Component | Shares | Percent of Class A Outstanding | Notes |
|---|---|---|---|
| Directly owned | 1,593 | 0.0014% | As of March 7, 2025 |
| Restricted Class A shares (transfer-restricted) | 5,586 | 0.0048% | Voting/dividends; transfer limits lapse over time |
| Total beneficial ownership | 7,179 | 0.0062% | Computed using 115,648,069 Class A shares outstanding; table indicates “<1%” |
| Pledging status | None | — | “None of the shares listed below are pledged as security.” |
| Director stock ownership guideline | 3x cash retainer | — | Must be met within 5 years; directors with >5 years tenure compliant |
Governance Assessment
- Independence & conflicts: Board affirmatively determined Wilmot is independent; no significant related-party transactions and a robust related-person transaction policy with Audit Committee oversight reduce conflict risk .
- Committee effectiveness: Service on Compensation and Nominating/Governance is aligned with his legal/compliance background; Compensation Committee uses independent advice and has no interlocks—positive for governance quality .
- Engagement & attendance: Board-led investor engagement program; directors attended at least 75% of meetings; executive sessions led by Lead Director bolster independent oversight .
- Alignment & incentives: Director pay mix combines cash retainer and equity with transfer restrictions (no performance hurdles); ownership guideline of 3x retainer promotes skin-in-the-game over time; Wilmot holds 7,179 shares and has up to 5 years to reach guideline .
- Shareholder signals: Company’s 2024 Say-on-Pay approval ~97.3% indicates broad investor support for compensation governance; although an executive pay vote, it reflects overall governance confidence .
- Red flags: None identified—no pledging, no hedging/pledging permitted by policy, no related-party transactions, and no compensation committee interlocks disclosed .