George E. Ogden
PBF EnergyAbout George E. Ogden
Independent director of PBF Energy since 2018; age 82. Over 45 years in the energy sector spanning refinery operations, M&A, strategic planning, and consulting. Serves on the Audit Committee and is designated an “audit committee financial expert.” Determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tosco | Senior Vice President responsible for M&A, divestments, corporate planning | 1992–1999 | Led strategic transactions and planning |
| Occidental Petroleum | Business development roles | Not disclosed | Downstream/strategy experience |
| Mobil Oil Corporation | Refinery operations, planning & economics; refinery engineer | Not disclosed | Technical operations and planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent consulting (energy and investment companies) | Refining & marketing consultant | 1999–present | Advisory across M&A/operations |
| PBF Logistics GP LLC (PBFX GP) | Independent director | May 2014–Dec 2017 | Governance at logistics GP |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 5 times in 2024, and all meetings were attended by all members (includes Ogden).
- Board activity: Board met 7 times in 2024; each director participated in at least 75% of Board and Committee meetings while in office; all directors then in office attended the 2024 Annual Meeting.
- Independence: Board determined Ogden is independent; Lead Director is S. Eugene Edwards; independent directors meet in executive session (typically before every Board meeting).
- Investor engagement: Board-led, year‑round program overseen by the Nominating & Corporate Governance Committee.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Payable pro rata quarterly |
| Committee chair/lead fees | $0 | Fees paid only to Lead Director and committee chairs; Ogden not listed as chair/lead |
| Equity award (following 2024 re‑election) | $175,000 grant date fair value | Class A Common Stock; fully vested at grant but subject to transfer restrictions that lapse one‑third annually starting first anniversary, subject to waiver under certain circumstances |
| Total 2024 director compensation | $305,000 | Mix: cash $130k, equity $175k |
- Director stock ownership guidelines: 3x annual cash retainer; directors have five years to comply; all non‑employee directors with more than five years of service have met the guideline (Ogden qualifies, service since 2018).
Performance Compensation
| Performance-linked element | Metric(s) | Disclosure |
|---|---|---|
| Director equity awards | None (time/transfer‑restriction based, not performance‑based) | No performance metrics disclosed for non‑employee director equity grants |
Other Directorships & Interlocks
| Company | Role | Current/Former | Committees |
|---|---|---|---|
| PBF Logistics GP LLC (PBFX GP) | Independent director | Former (2014–2017) | Not disclosed |
| Other public company boards | — | None disclosed | — |
No Compensation Committee interlocks; none of the Compensation Committee members served as officers or had Item 404 related person transactions.
Expertise & Qualifications
- Audit committee financial expert; accounting/audit oversight experience.
- Strategic transactions (M&A), divestments, corporate planning; extensive refining sector experience.
- Technical background in refinery operations, planning & economics; refinery engineering.
- Independent director; experienced across public company governance.
Equity Ownership
| Holder | Shares Owned | Breakdown | Ownership % | Pledged |
|---|---|---|---|---|
| George E. Ogden | 40,802 | 34,176 Class A held directly; 6,626 restricted Class A (vote/dividends; transfer restrictions) | <1% | None; no shares pledged as security |
Governance Assessment
- Independence and alignment: Independent director; complies with director stock ownership guidelines (>5 years’ service). Hedging and pledging of PBF stock prohibited by policy, enhancing alignment.
- Financial oversight: Serves on Audit Committee; designated audit committee financial expert; Audit Committee met 5 times with full member attendance—strong engagement signal.
- Attendance & engagement: Board met 7 times; each director attended ≥75% of Board/Committee meetings; all directors attended the 2024 Annual Meeting; independent directors hold regular executive sessions.
- Compensation structure: Director pay balanced and predominantly equity-oriented (cash $130k, equity $175k), with equity subject to multi‑year transfer restrictions—not performance‑based for directors.
- Shareholder signals: 2024 Say‑on‑Pay approval ~97.30% indicates broad investor support for compensation governance context.
- Conflicts/related parties: No significant related party transactions; Compensation Committee interlocks absent—low conflict risk.
- Board refreshment: Active rotation of committee chairs since 2023; four new directors since 2023; average tenure 5.1 years—mitigates entrenchment concerns given Ogden’s seniority (age 82).
RED FLAGS: None disclosed related to pledging, hedging, related‑party transactions, low attendance, or director‑specific pay anomalies. Age 82 suggests succession/refreshment planning importance, which the Board addresses via ongoing refreshment and chair rotations.