Matthew C. Lucey
PBF EnergyAbout Matthew C. Lucey
Matthew C. Lucey, age 51, is President & Chief Executive Officer of PBF Energy and a director since July 2023; he previously served as President (2015–2023), EVP (2014), CFO (2010–2014), and VP Finance (since 2008), with prior experience as a Managing Director at M.E. Zukerman & Co. and six years in banking . Under Lucey’s tenure, PBF’s long-term incentive plan paid the 2021 PSU/PU cycle at 200% based on three‑year TSR of 142.31% vs peers (1/1/2022–12/31/2024), evidencing strong relative value creation despite a challenging 2024 operating backdrop and zero CIP payout for 2024 due to missing Adjusted EBITDA threshold .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PBF Energy | President & CEO; Director | Since Jul 2023 | Led operational recovery initiatives and strategic portfolio reviews; maintained dividend and buybacks . |
| PBF Energy | President | Jan 2015–Jun 2023 | Oversaw multi-refinery operations and growth initiatives . |
| PBF Energy | Executive Vice President | Apr 2014–Dec 2014 | Senior leadership across enterprise . |
| PBF Energy | Senior Vice President, CFO | Apr 2010–Mar 2014 | Built finance function through cycles; capital markets stewardship . |
| PBF Energy | Vice President, Finance | Apr 2008 onward | Early leadership; helped institutionalize finance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| M.E. Zukerman & Co. (PE firm) | Managing Director | 2001–2008 | Led energy investments; served on management committees of Penreco, Cortez Pipeline Company, Venture Coke Company . |
| Banking industry | Vice President/Associate (roles not specified) | Six years (dates not disclosed) | Core finance/banking expertise supporting later CFO role . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 670,000 | 990,000 (reflects mid-year CEO transition) | 1,250,000 |
| Target Annual Bonus (% of Salary, CIP) | 150% | 150% | 150% |
| Actual Annual Cash Incentive ($) | Paid under program as applicable (detail not itemized) | — (CIP payout not shown; special bonus below) | 0 under CIP; Special cash bonus $890,000 (strategic initiatives) |
| Stock Awards Grant-Date Fair Value ($) | 2,765,573 | 7,836,098 | 5,836,243 |
| Total Compensation ($) | 5,933,116 | 12,240,872 | 8,837,500 |
Notes:
- Compensation program emphasizes at‑risk pay and TSR-based long-term incentives; clawback in effect since Oct 2, 2023 .
Performance Compensation
| Component | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|---|
| CIP Financial | Adjusted EBITDA ($) | 90% | >816M | 1.05B | 1.23B | 86.5M | 0% for NEOs (threshold not met) |
| CIP ESG | LTIR (employees + contractors) | 2.5% | 0.20 | 0.15 | 0.10 | 0.09 | No payout due to EBITDA miss |
| CIP ESG | Tier 1 Events | 2.5% | 10 | 6 | 4 | 9 | No payout due to EBITDA miss |
| CIP ESG | Federal flaring events (>500 lbs SO2) | 2.5% | 12 | 9 | 6 | 25 | No payout due to EBITDA miss |
| CIP ESG | Discretionary HSE | 2.5% | N/A | N/A | N/A | N/A | N/A |
| LTI | Restricted Stock (2024 grants) | 40% of LTI mix | — | — | — | 83,854 shares (CEO) | Ratable vest over 3 years |
| LTI | Performance Share Units (2024 grants) | 30% of LTI mix | 0% | 100% | 200% | 53,089 units (CEO) | 3-year cliff; TSR peer-relative with negative TSR cap |
| LTI | Performance Units (cash) (2024 grants) | 30% of LTI mix | $0.00 | $1.00 | $2.00 | 2,918,122 units (CEO) | 3-year cliff; TSR peer-relative |
Additional realized performance:
- 2021 PSU/PU cycle (measured 1/1/2022–12/31/2024): TSR 142.31%, Rank 1; payout 200% with dividend equivalents; CEO received 61,897 shares from PSUs and $2,240,182 from PUs .
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Beneficial Ownership (as of Mar 7, 2025) | 1,314,724 shares; 1.1% of common | 259,123 directly; 138,417 restricted (non-dividend, vote eligible); 69,198 PBF LLC Series A Units; 847,986 shares acquirable within 60 days via warrants/options . |
| Stock Ownership Guidelines | 6x base salary for CEO; all NEOs met | Must hold 50% of net shares until guideline met; 1-year post‑vesting/exercise holding requirement for NEOs on awards granted after June 2022 . |
| Hedging/Pledging | Prohibited | Policy forbids hedging/pledging/short selling by directors/employees . |
| Outstanding Equity (12/31/2024) | Options exercisable: multiple tranches; RS and PSUs unvested | CEO options: 120,000 @ $30.89 exp 10/27/2025; 120,000 @ $21.38 exp 10/25/2026; 120,000 @ $28.67 exp 10/30/2027; 167,298 @ $40.65 exp 10/30/2028; 105,473 @ $32.71 exp 10/29/2029; 142,364 @ $6.72 exp 11/9/2030; 72,851 @ $13.91 exp 11/18/2031 . |
| Unvested Restricted Stock | 9,235; 45,328; 83,854 (by grant cohort) | 9,235 vesting 12/2/2025; 45,328 vesting in two annual tranches starting 10/27/2025; 83,854 vesting in three annual tranches starting 12/16/2025 . |
| Unearned PSUs/Units (market/payout value) | 53,089 PSUs ($1,409,513); 41,927 PSUs ($1,156,137); 16,584 PSUs ($471,400); 2,918,122 PUs ($2,918,122); 3,984,440 PUs ($3,984,440); 1,359,560 PUs ($1,359,560) | Per outstanding awards table; cash units settle at $0–$2 per unit based on TSR . |
| 2024 Exercises/Vesting | 50,000 options exercised; 22,664 + 9,236 RS vested; 61,897 PSUs vested | Realized values: $1,302,000 on 50k option exercise; RS vest values $346,397 and $751,992; PSU vest value $1,643,365 (using $26.55 close) . |
Insider selling pressure indicators:
- Upcoming vesting dates (Dec 2, 2025; Oct 27, 2025; Dec 16, 2025) may create sell‑to‑cover activity due to holding and net share retention requirements .
- Multiple near-term option expirations (2025–2029) could prompt exercises tied to market levels; hedging/pledging is prohibited, which reduces leverage risks .
Employment Terms
| Provision | Key Terms |
|---|---|
| Term and Renewal | One‑year term with automatic one‑year renewals unless 30‑day non‑renewal notice by either party . |
| Severance (no CIC) | 1.5x base salary lump sum; 18 months health benefit continuation; accelerated vesting of certain equity at 100% for PSUs/PUs; non-compete 6 months; release required . |
| Change‑in‑Control (CIC) (double trigger) | 2.99x salary lump sum; immediate vest of options and awards; 2 years 11 months health continuation; defined CIC events include >50% voting power change, asset sale, merger, liquidation, board turnover; excludes specific “Excluded Entities” . |
| Death/Disability | 0.5x salary; pro‑rata target annual bonus; accelerated equity value . |
| Clawback | Company‑wide clawback effective Oct 2, 2023 for accounting restatements; plan-level clawbacks on awards; restrictive covenants (non‑compete, non‑solicit, confidentiality) apply; violations can cause forfeiture . |
| Tax Gross‑Ups | None; payments reduced to avoid excise tax under IRC §4999 . |
Potential payouts (illustrative, as of 12/31/2024):
- Termination without cause/good reason: Cash severance $1,875,000; health $43,242; accelerated equity $15,051,099 .
- CIC termination: Cash severance $3,737,500; health $84,081; accelerated equity $15,051,099 .
- Death/Disability: Cash $625,000; target bonus $1,625,000; accelerated equity $15,051,099 .
Board Governance
- Board service: Lucey is a non‑independent director and CEO since July 2023; Board currently has 10 members with 8 independent directors; all directors attended ≥75% of meetings in 2024 .
- Leadership structure: Chairman and CEO roles separated; Executive Chairman Thomas J. Nimbley transitions to non‑executive Chairman effective July 1, 2025, enabling CEO focus on execution .
- Lead Independent Director: S. Eugene Edwards leads executive sessions and liaises between independents and Chair; independent directors meet in executive session regularly (typically before every Board meeting) .
- Committees: Audit, Compensation, Nominating & Corporate Governance, HS&E—all independent membership; chairs refreshed since 2023 .
- Employee director compensation: Employee directors receive no separate director compensation; Lucey’s compensation disclosed in NEO tables .
- Say‑on‑Pay: 97.30% approval at 2024 Annual Meeting .
Compensation Committee & Peer Benchmarking
- Philosophy: Heavy variable pay, TSR‑based LTI (60% of LTI in performance awards), one three‑year measurement period, negative TSR cap limiting upside when absolute TSR is negative .
- Consultant: Pay Governance LLC engaged as independent adviser; no conflicts disclosed .
- Peer groups: Compensation benchmarked to a 2024 Refining Peer Group with ≥35% discount for size and a Secondary Reference Group; CEO’s 2024 total compensation below median of both .
Director Compensation (for context; Lucey is employee director)
- Non‑employee director stock ownership guideline: ≥3x annual cash retainer; five years to comply; long‑tenured directors met guidelines .
- Employee directors (CEO) receive no separate Board compensation .
Performance & Track Record
- 2024 performance: Challenging macro, narrower light‑heavy diffs, unscheduled maintenance and turnarounds increased costs; result: CIP EBITDA threshold not met; no 2024 CIP payout to NEOs .
- Strategic actions: Initiated Refining Business Improvement Initiative targeting ≥$200 million cash savings by end-2025; dividends increased to $0.275/qtr in Oct 2024; continued buybacks; strategic review of logistics/real estate assets .
- 2025 updates: Martinez fire, insurance recoveries ($500M unallocated net through Q3), terminal asset sale ($175.4M), dividend maintained, detailed throughput guidance; adjusted metrics provided .
Risk Indicators & Red Flags
- Alignments: No hedging/pledging; stock holding requirements; clawback in place; no option repricing; no excise tax gross‑ups .
- Discretionary bonuses: Special cash bonuses paid despite zero CIP payout may raise pay‑for‑performance scrutiny; Board cites leadership in strategic initiatives as rationale .
- Related party transactions: None significant involving directors or officers .
- Insider activity: 2024 exercises/vesting disclosed; recent Form 4s for Lucey not found in our search; selling pressure likely around scheduled vesting/exercise dates . (We searched for Form 4 filings and found no matching entries.)
Investment Implications
- Alignment: CEO’s equity-heavy package, strict ownership/holding rules, and TSR‑based LTI with a negative TSR cap support shareholder alignment; 200% PSU/PU payout for the 2021 cycle underscores strong relative value creation .
- Near-term technicals: Multiple option tranches are exercisable with expirations beginning in late 2025; sizable unvested RS/PSU/PU cohorts have specific vest dates in Q4 2025, which can drive sell‑to‑cover flows; hedging/pledging prohibitions limit risk-taking via leverage .
- Retention/CIC: Double‑trigger CIC at 2.99x salary with full acceleration and long non‑renewal health continuation suggests strong retention and potential costs in a control change; clawback and covenants mitigate misconduct risk .
- Governance: Separation of Chair/CEO, robust independent committee structure, high say‑on‑pay support, and independent consultant use reduce dual‑role concerns with CEO as director .