Lawrence M. Ziemba
PBF EnergyAbout Lawrence M. Ziemba
Independent director since 2023 (2 years of service) and Chair of the Health, Safety & Environment (HS&E) Committee; age 69. Ziemba retired as Executive VP, Refining at Phillips 66 (Executive Committee), previously President, Global Refining at ConocoPhillips, with earlier downstream roles at ConocoPhillips, Phillips, Tosco, and Unocal . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips 66 | Executive VP, Refining; Executive Committee member | May 2012 (separation)–Dec 2017 | Led refining operations at scale |
| ConocoPhillips | President, Global Refining; Executive Committee member | Pre-2012 | Oversight of global refining |
| Tosco / Phillips / ConocoPhillips / Unocal | Downstream leadership roles | Various | Broad downstream and operations experience |
| PBF Logistics GP LLC (PBFX GP) | Director | Dec 2019–Nov 2022 | Audit and Conflicts Committees |
External Roles
| Organization | Role | Start | Committees/Activities |
|---|---|---|---|
| Plains All-American GP LLC | Director | Jan 2020 | Audit Committee member; Chair, Health, Safety, Environmental & Sustainability Committee |
| Duchesne Academy (Houston) | Chairman of the Board | — | Governance oversight |
Board Governance
- Committees: Chair, HS&E Committee; members: Ziemba (Chair), S. E. Edwards, K. S. Lubel .
- HS&E Committee met 4 times in 2024; all meetings were attended by all members (100% committee attendance) .
- Board held 7 meetings 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 affirmatively determined Ziemba is independent (NYSE standards) .
- Lead Independent Director: S. Eugene Edwards .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer and chair fees | 150,000 | Non-employee director fees for 2024 |
| Equity award (Class A Common Stock) | 175,000 | Fully vested at grant but subject to transfer restrictions; restrictions lapse one-third per year starting first anniversary |
| Total | 325,000 | Sum of cash and equity |
Policy signals: No hedging, pledging, or short-selling of PBF stock by directors; no tax gross-ups; majority voting in uncontested director elections .
Performance Compensation
- PBF’s non-employee directors do not receive performance-based equity (e.g., PSUs) or options; annual director equity grants are fully vested at grant but restricted from transfer, with restrictions lapsing over three years .
- No discretionary cash bonus framework applies to directors; compensation is structured as fixed retainer plus standard equity grant .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles | Potential Interlock Relevance |
|---|---|---|---|---|
| Plains All-American GP LLC | Midstream | Director | Audit; Chair, HSE&S | Not disclosed as a related-party transaction at PBF; Board states no significant related party transactions for directors/officers |
| PBF Logistics GP LLC (past) | Energy logistics (MLP GP) | Director | Audit; Conflicts | Historical affiliate role ended in Nov 2022 |
- Compensation Committee interlocks: PBF discloses none; Ziemba is not listed on the Compensation Committee .
Expertise & Qualifications
- Deep refining operations leadership (Phillips 66, ConocoPhillips), logistics and supply chain domain knowledge, and HS&E oversight expertise .
- Public company board experience in energy/midstream; audit and HSE&S committee leadership aligns with PBF’s operational risk profile .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 9,789 | All restricted shares; entitled to vote and receive dividends, subject to transfer restrictions |
| Ownership as % of outstanding | <1% | Table indicates “* Represents less than 1%” |
| Breakdown | 3,257 restricted shares (held directly); 6,532 restricted shares (vote/dividends; restricted) | No shares pledged as collateral in director/officer table |
| Director stock ownership guideline | 3x annual cash retainer; 5-year compliance window | Directors with >5 years have met guideline; Ziemba joined 2023 (still within window) |
Governance Assessment
- Board effectiveness: Ziemba’s HS&E chair role and 100% committee attendance reinforce oversight of operational, safety, and environmental risks—key drivers of refinery performance and regulatory exposure .
- Independence and conflicts: Affirmed independent; PBF reports no significant related party transactions involving directors/officers; insider policy prohibits hedging/pledging, supporting alignment .
- Compensation alignment: Director pay is balanced between cash retainer and equity with transfer restrictions, promoting long-term alignment without pay-for-performance distortions in board oversight .
- Shareholder confidence signals: Robust governance practices (majority voting, independent lead director, stock ownership guidelines) and a 97.30% Say-on-Pay result in 2024 indicate strong investor support for governance and compensation frameworks at PBF .
RED FLAGS
- None disclosed specific to Ziemba: no related-party transactions, no pledging of stock, and strong attendance. Note his external chair role at Plains All-American GP LLC; while sector-adjacent, PBF discloses no related-party transactions—monitor for any future commercial dealings that could create perceived interlocks or conflicts .