Georganne Hodges
PBF EnergyAbout Georganne Hodges
Independent director at PBF Energy since 2023; age 59. Over 30 years in wholesale and retail energy spanning public accounting and senior finance/operations roles. Former EVP, Supply, Trading & Logistics and former CFO at Motiva; prior CFO roles at Spark Energy (led IPO) and Direct Energy; began career at Arthur Andersen. Currently serves on PBF’s Audit Committee and has been designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motiva Enterprises, LLC | EVP, Supply, Trading & Logistics | Until 2022 | Oversaw supply, trading and logistics operations |
| Motiva Enterprises, LLC | EVP & Chief Financial Officer | 2016–2020 | Led finance function through strategic transition |
| Spark Energy | Chief Financial Officer | Prior to Motiva | Completed IPO and several acquisitions |
| Direct Energy | Chief Financial Officer (and senior finance roles) | Prior to Spark | Senior finance leadership |
| Arthur Andersen | Public Accountant | From 1987 | Foundational public accounting experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Natural Gas Services Group, Inc. | Director | Since 2023 | Audit; Nominating & Corporate Governance; Compensation |
| BWC Terminals LLC | Director | Since 2022 | Audit; Nominating & Corporate Governance |
| TransAlta Renewables Inc. | Director; Chair of Audit Committee | 2021–Oct 2023 | Audit (Chair) |
Board Governance
- Independence: The Board determined Ms. Hodges is independent under NYSE standards; she is one of eight independent nominees in 2025.
- Committees: Audit Committee member; PBF’s Audit Committee comprises only independent directors; each member (including Hodges) is an SEC “audit committee financial expert.”
- Attendance and engagement: In 2024 the Board held seven meetings and each director participated in at least 75% of Board and committee meetings; the Audit Committee met five times with all members attending each meeting.
- Board structure: Independent Lead Director (S. Eugene Edwards) leads executive sessions of non-management directors; independent directors typically meet in executive session before every Board meeting.
Fixed Compensation (Director)
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (2024) | $130,000 | Paid quarterly; non-employee director standard retainer |
| Committee chair/membership retainers | — | No chair premium for Hodges; Audit Chair retainer applies to Lubel; Lead Director retainer applies to Edwards |
| Total fees earned in cash (2024) | $130,000 | Director-specific cash total |
Performance Compensation (Director Equity)
| Grant | Grant Date Value | Form | Vesting/Restrictions | Notes |
|---|---|---|---|---|
| Annual director equity (post-2024 meeting) | $175,000 | Class A Common Stock | Fully vested at grant; transfer restrictions lapse 1/3 annually over 3 years (starting first anniversary) | Standard for elected directors at 2024 meeting |
Directors are not eligible for performance-based metrics (e.g., EBITDA, TSR) in board compensation; equity is time/restriction-based. Stock ownership guidelines require 3x annual cash retainer within five years of initial election; directors with >5 years of service met guidelines (Hodges joined in 2023).
Other Directorships & Interlocks
- Current public company board: Natural Gas Services Group, Inc. (committees: Audit; Nominating & Corporate Governance; Compensation).
- Prior public board: TransAlta Renewables Inc. (Audit Chair).
- No disclosed interlocks or related party transactions involving Ms. Hodges; PBF reports no significant related party transactions involving directors or officers.
Expertise & Qualifications
- Core skills: Financial leadership (former CFO), trading/operations oversight (supply, trading, logistics), public company governance, audit/financial reporting expertise (designated audit committee financial expert).
- Industry experience: Extensive downstream/refining and energy retail background across Motiva, Spark Energy, Direct Energy.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Breakdown | % of Outstanding | Pledged |
|---|---|---|---|---|
| Georganne Hodges | 7,613 | 1,683 directly held; 5,930 restricted Class A (vote and receive dividends; transfer restrictions) | <1% | None pledged |
| Record date and notes | As of March 7, 2025 | Beneficial ownership per proxy; none of the shares listed are pledged as security | “*” indicates <1% | None pledged |
Governance Assessment
- Strengths
- Independence, audit “financial expert” designation, and full Audit Committee attendance in 2024 enhance credibility of financial oversight.
- Director pay mix includes meaningful equity with multi-year transfer restrictions, promoting alignment; hedging and pledging prohibited.
- Stock ownership guideline of 3x cash retainer supports alignment; five-year runway applies to newer directors.
- Potential concerns / monitoring items
- External board roles at an energy equipment/services company (NGS) and a terminals operator (BWC Terminals) warrant routine monitoring for any transactions with PBF; Company discloses no significant related-party transactions.
- Shareholder sentiment
- Say-on-pay support for NEOs was ~97.30% at the 2024 Annual Meeting, signaling strong investor confidence in compensation governance.
Appendix: Director Compensation (2024) — Non-Employee Directors
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Georganne Hodges | 130,000 | 175,000 | 305,000 |