Karen B. Davis
PBF EnergyAbout Karen B. Davis
Karen B. Davis is PBF Energy’s Senior Vice President and Chief Financial Officer, appointed effective February 20, 2023 after serving as Interim CFO beginning January 1, 2023; she was age 66 at appointment and previously served as an independent director and Audit Committee Chair (Oct 1, 2021) before stepping down from the Board upon assuming the CFO role . Prior roles include Executive Vice President and CFO of Western Refining, Inc., Western Refining Logistics LP, and Northern Tier Energy LP through May 2017, with extensive financial leadership across refining and logistics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBF Energy | Independent Director | Jan 1, 2021 – Dec 7, 2022 | Audit Committee Chair (from Oct 1, 2021) |
| PBF Energy | Interim CFO | Jan 1, 2023 – Feb 19, 2023 | Stepped down from Board upon appointment as Interim CFO |
| PBF Energy | SVP & CFO | Feb 20, 2023 – Present | Employment agreement dated Feb 20, 2023 |
| Western Refining, Inc. | EVP & CFO | Feb 2015 – May 2017 | Oversaw finance across Western Refining entities |
| Western Refining Logistics LP (GP) | CFO | Dec 2014 – Feb 2015 | Finance leadership at GP |
| Northern Tier Energy LP | CFO | Mar 2015 – May 2017 | Finance leadership |
| PBF Logistics GP LLC (PBFX GP) | Director | Dec 2017 – Dec 2019 | Audit and Conflicts Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PBF Logistics GP LLC | Director | Dec 2017 – Dec 2019 | Audit & Conflicts Committees |
Board Governance
- Independence: Determined independent as a non-management director in 2022; later became management (CFO) and is no longer independent .
- Committee assignments: Audit Committee member and Chair in 2021; Audit Committee met 4 times in 2021, with all meetings attended by members .
- Board engagement: In 2021 the Board held 8 meetings and each member participated in at least 75% of meetings; all directors attended the 2021 annual meeting .
- Related party transactions: Company discloses no significant related party transactions; her 8-K appointment notes she is not party to transactions requiring Item 404(a) disclosure .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $630,000 | $635,000; pro-rata increase effective Nov 1, 2024 to $660,000 |
| Director Fees (2021) | Amount ($) |
|---|---|
| Annual Cash Retainer (subject to 33⅓% reduction through Q2 2021) | $129,169 |
| Audit Committee Chair Additional Retainer | Included in fees |
| Director Equity Award (fully vested, transfer restrictions lapse over 3 years) | $165,010 |
| Total Director Compensation (2021) | $294,179 |
Performance Compensation
| Component | Details | Grant/Outcome |
|---|---|---|
| Annual Cash Incentive (CIP) 2022–2024 | CEO/NEO plan weighted 90% Adjusted EBITDA, 10% ESG (LTIR, Tier 1 Events, SO2 flaring) | 2024 Adjusted EBITDA achieved $86.5M vs threshold >$816M; no CIP payout to NEOs |
| Special Cash Bonus (Dec 2024) | Recognition of strategic initiatives (leadership transitions, cost savings initiative) | Ms. Davis: $690,000 |
| 2024 LTI Mix | Restricted Stock 40%; PSUs 30%; Performance Units (cash) 30% | See grant table below |
| 2024 Grants (Dec 16, 2024) | Threshold | Target | Maximum |
|---|---|---|---|
| Performance Units ($) | — | $1,075,782 | $2,151,564 |
| Performance Share Units (PSUs) (#) | — | 19,572 | 39,144 |
| Restricted Stock (#) | — | 30,913 | — |
Performance metrics: PSUs and Performance Units vest on a 3-year cliff based on relative TSR vs peer group; payout 0–200%, capped at 100% if TSR is negative; beginning/ending prices averaged over 30 days to mitigate volatility .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| PBF Logistics GP LLC | Director (2017–2019) | PBF affiliate; audit/conflicts oversight |
Expertise & Qualifications
- Audit committee financial expertise; served as Audit Committee Chair (2021) and designated “financial expert” at committee level .
- Deep refining and energy logistics finance experience (Western Refining, NTI, WR Logistics) .
- Risk, compliance and governance alignment through audit leadership and CFO role; company prohibits hedging/pledging by insiders; stock ownership and holding requirements in place .
Equity Ownership
| Holder | Shares Owned | Notes |
|---|---|---|
| Karen B. Davis | 95,442 | 44,926 direct; 50,516 restricted, entitled to vote, no current dividends until vesting |
| Outstanding Equity (12/31/2024) | Unvested Restricted (#) | Market Value ($) | Unearned PSUs (#) | Payout Value ($) |
|---|---|---|---|---|
| Grants vesting from prior years | 12,446 | $346,310 | 11,512 | $305,644 |
| Grants vesting from prior years | 14,313 | $406,847 | 11,720 | $311,166 |
| 2024 grants | 30,913 | $820,740 | 19,572 | $519,637 |
| Performance Units (cash) | — | — | — | $1,075,782 (target) |
| Performance Units (cash) | — | — | — | $1,094,015 (other cycle) |
| Performance Units (cash) | — | — | — | $1,003,489 (other cycle) |
No shares are disclosed as pledged; company policy prohibits hedging/pledging .
Governance Assessment
- Independence and committee work: Strong audit leadership and independence while on the Board (2021–2022), then appropriately stepped down upon assuming CFO to avoid conflicts; attendance standards met at the board level .
- Compensation alignment: CIP did not pay for 2024 due to low Adjusted EBITDA; however, the Compensation Committee awarded discretionary special cash bonuses for strategic initiatives—investors should monitor use of discretion relative to missed financial targets (watchlist) .
- Contract and severance protections: One-year term with auto-renewal, non-compete (6 months) and clawback policies align with governance best practice; change-of-control capped (no excise gross-ups) .
Employment & Contract Provisions (CFO)
| Scenario (hypothetical at 12/31/2024) | Cash Severance ($) | Health Benefits ($) | Accelerated Equity ($) | Death/Disability Cash ($) |
|---|---|---|---|---|
| Termination without Cause / Good Reason (non-CIC) | $990,000 | $14,679 | $5,917,404 | — |
| Termination in Change-in-Control | $1,973,400 | $28,543 | $5,917,404 | — |
| Death or Disability | — | — | $5,917,404 | $330,000 cash bonus component |
Clawback: Company adopted SEC/NYSE-compliant clawback effective Oct 2, 2023; awards subject to reduction/forfeiture for restatements, misconduct, covenant breaches .
Director Compensation Structure (Historical)
- 2021 non-employee director pay: $130,000 cash retainer (temporarily reduced 33⅓% through Q2); $165,000 equity grant (Class A, fully vested with transfer restrictions); additional retainers for committee chairs (Audit Chair $25,000) and Lead Director ($30,000); stock ownership guideline 3× cash retainer—directors largely in compliance .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.30%—strong support for pay program; Board-led investor engagement program active year-round .
RED FLAGS and Watch Items
- Discretionary bonuses despite missing CIP thresholds (2024) warrant monitoring of pay-for-performance rigor over time .
- Ensure ongoing compliance with stock ownership/holding requirements and continued prohibition on hedging/pledging .
Sources
- PBF Energy DEF 14A (2025): governance, compensation program, ownership, and NEO tables .
- PBF Energy DEF 14A (2022): director biography, committee roles, meeting/attendance, and director compensation .
- SEC 8-K (Feb 14–15, 2023): appointment as CFO, age, employment agreement; no Item 404(a) transactions .
- Company press release (Dec 7, 2022): Interim CFO appointment and Board step-down .