Joseph Marino
PBF EnergyAbout Joseph Marino
Joseph Marino is PBF Energy’s Senior Vice President and Chief Financial Officer effective October 1, 2025; he joined PBF in 2011, served as Treasurer since 2020, and previously Assistant Controller (2015–2020). Prior to PBF, Marino worked at Ernst & Young LLP with large public and private companies across energy and industrial sectors; he is 46 years old as disclosed in the appointment filing . Company performance context during his pre-CFO tenure: 2024 Pay‑versus‑Performance disclosures show PBF’s TSR value of $90.10 vs the peer group’s $168.71, with 2024 net income of $(540.2) million and EBITDA of $(68.8) million, reflecting a challenging macro and operational backdrop .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PBF Energy | Treasurer | 2020–2025 | Led treasury within finance; progression through increasing responsibility |
| PBF Energy | Assistant Controller | 2015–2020 | Senior finance/accounting role supporting reporting and controls |
| PBF Energy | Various finance & accounting roles | 2011–2015 | Progression across finance since joining in 2011 |
| PBF Energy | Chief Financial Officer | 2025–present | Appointed CFO effective Oct 1, 2025 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ernst & Young LLP | Audit/Advisory (oil & gas, industrials, consumer, health sciences) | Pre‑2011 (prior to joining PBF) | Served clients across sectors before joining PBF |
Fixed Compensation
| Element | Detail | Amount / Term |
|---|---|---|
| Base Salary | Annual base salary per employment agreement | $500,000 (effective Oct 1, 2025) |
| Target Annual Bonus | Defined as 1.0x Base Salary in agreement; eligible under company cash incentive plan on same basis as senior executives | Target = 100% of base salary; payout per plan discretion |
| Benefits | Health, welfare benefits participation; expense reimbursement; first-class travel for business; D&O indemnification and insurance | As per agreement; D&O coverage through employment term and 6 years thereafter |
Performance Compensation
| Award Type | Metric | Weighting (by grant value) | Target / Mechanics | Vesting |
|---|---|---|---|---|
| Restricted Stock | Time-based | ~40% of LTI (2025 grant value $994,961) [2025 plan] | Fixed grant value converted to shares; dividends accrue but pay upon vest | Ratable over 3 years from grant date |
| Performance Share Units (PSUs) | Relative TSR vs peer group (CVR Energy, Delek US, HF Sinclair, Marathon, Phillips 66, Valero) | ~30% of LTI (2025 grant value $746,221) | 0–200% payout based on TSR rank and TSR vs peer average; negative TSR cap at 100% | Cliff vest at end of 3-year cycle (2026–2028), 12/31/2028; equity-settled |
| Performance Units (Cash) | Relative TSR vs peer group | ~30% of LTI (2025 grant value $746,221) | Dollar-denominated units (target $1.00); 0–200% payout; negative TSR cap applies | Cliff vest 12/31/2028; cash-settled |
Detailed grant values approved October 21, 2025 (granted October 28, 2025):
- Restricted Stock: $994,961; PSUs: $746,221; Performance Units: $746,221 for the 2026–2028 performance period .
Equity Ownership & Alignment
| Item | Detail | Amount / Notes |
|---|---|---|
| Beneficial Ownership (post-grant) | Directly owned shares after grant and tax withholding | 50,000 shares (including 30,353 restricted shares granted 10/28/2025) |
| Recent Insider Transactions | Acquisition (restricted stock) and tax withholding disposition | Acquired 30,353 restricted shares at $0 (grant); disposed 395 shares at $33.44 (Code F—tax) on 10/27–10/28/2025 |
| Stock Ownership Guidelines | Company maintains meaningful executive ownership guidelines | Guidelines disclosed; NEOs meet requirements historically |
| Hedging/Pledging | Company policy prohibits hedging, pledging, short sales | Governance policy; no pledges indicated in Marino’s Form 4 |
Employment Terms
| Provision | Key Terms | Economics / Duration |
|---|---|---|
| Term | Initial term Oct 1, 2025–Sep 30, 2026; auto 1‑year renewals unless 30‑day non‑renewal notice | Rolling annual renewals |
| Non‑Compete / Non‑Solicit | Non‑compete and non‑solicit of senior execs | 6 months post‑termination; narrowed to PBF’s refining geographies; null on Change in Control |
| Severance (no CIC) | If terminated without Cause/by Executive for Good Reason or company non‑renewal | 1.5x Base Salary cash; 18 months health benefits continuation; Accrued Rights; release required |
| Severance (CIC window) | 6 months prior to or within 1 year post‑CIC, if terminated without Cause/by Good Reason or company non‑renewal | 2.99x Base Salary cash; immediate vesting/exercisability of equity/warrants; 2 years 11 months health benefits; 280G cut‑back to avoid Excise Tax |
| Death/Disability | Pro‑rata target bonus; 0.5x Base Salary cash; Accrued Rights | As specified; physician determination for disability |
| Good Reason / Cause | Defined in agreement | Good Reason includes non‑payment, sustained diminution of responsibilities, material breach; Cause includes willful failure, misconduct, certain breaches |
| Dispute Resolution | Arbitration in New York; specific performance for covenant breaches | New York law; AAA employment rules |
| Clawback | Company-wide clawback policy (accounting restatement) and award-level forfeiture provisions | Adopted Oct 2, 2023; applies to erroneously awarded compensation; restrictive covenants tied to forfeiture |
Investment Implications
- Alignment and upside skew: Marino’s 2025 LTI mix (40% restricted, 60% performance awards tied to relative TSR with a negative TSR cap) aligns his pay with shareholder returns and multi‑year value creation, while time‑vesting stock strengthens retention through 2028 .
- Limited near‑term selling pressure: Post‑appointment Form 4 shows only 395 shares withheld for taxes and a 30,353‑share restricted grant—no open‑market disposals—reducing near‑term insider selling risk signals .
- Retention and change‑in‑control economics: Standard non‑compete (6 months) and severance (1.5x base) mitigate voluntary exit risk; CIC terms (2.99x base, accelerated vesting) are competitive but include 280G cut‑back, limiting gross‑up risk and excessive parachute concerns .
- Governance and policy safeguards: Prohibitions on hedging/pledging and a broad clawback policy lower alignment red flags; strong prior Say‑on‑Pay support (97.3%) suggests investor acceptance of pay design used for senior executives .