Michael A. Bukowski
PBF EnergyAbout Michael A. Bukowski
Michael A. Bukowski is Senior Vice President, Head of Refining at PBF Energy, age 55 as of December 31, 2024, and joined PBF in March 2024 to lead refining operations . Previously, he served at Phillips 66 as Vice President, Regional Refining for the Midcontinent & Atlantic Basin (May 2023–Feb 2024) and Vice President, Refining Transformation/Strategy (Aug 2016–May 2023), and earlier was General Manager of Sunoco’s Philadelphia refinery . Company performance metrics relevant to his pay-for-performance framework include a three-year TSR of 142.31% for the 2022–2024 cycle (max payout 200%) and 2024 Adjusted EBITDA of $86.5 million versus a threshold above $816 million (no annual cash incentive payout) . Management highlights his role in designing and implementing the Refining Business Improvement Initiative targeting at least $200 million of sustainable cash savings by end-2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phillips 66 | Vice President, Regional Refining (Midcontinent & Atlantic Basin) | May 2023–Feb 2024 | Oversaw regional refining operations and performance |
| Phillips 66 | Vice President, Refining Transformation; Vice President, Strategy; other leadership roles | Aug 2016–May 2023 | Designed new refining organization and aligned workforce with corporate strategy |
| Sunoco (Philadelphia Refinery) | General Manager | Not disclosed | Led refinery operations and execution |
External Roles
- Not disclosed in PBF filings reviewed.
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $394,034 (pro-rated from $475,000 annual; start date March 3, 2024) |
| Target Bonus % (CIP) | 150% of base salary for NEOs |
| Actual Annual Cash Incentive Paid ($) | $0 (threshold Adjusted EBITDA not met) |
Performance Compensation
2024 Annual Cash Incentive Metrics (CIP)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 90% | > $816 million | $1.05 billion | $1.23 billion | $86.5 million | 0% (threshold not met; no bonuses paid) |
| LTIR (employees+contractors) | 2.5% | 0.20 | 0.15 | 0.10 | 0.09 | 0% (EBITDA gate not met) |
| Tier 1 Events | 2.5% | 10 | 6 | 4 | 9 | 0% (EBITDA gate not met) |
| Federal Flaring Events >500 lbs SO2 | 2.5% | 12 | 9 | 6 | 25 | 0% (EBITDA gate not met) |
| Discretionary HSE | 2.5% | N/A | N/A | N/A | N/A | 0% (EBITDA gate not met) |
Notes:
- CIP for 2022–2024 approved by the Compensation Committee; payout limited by a strict EBITDA threshold and capped discretion .
Long-Term Incentive Awards (Equity- and Cash-Based)
| Grant Date | Instrument | Quantity/Target | Cycle | Vesting | Grant-Date Value ($) |
|---|---|---|---|---|---|
| March 4, 2024 | Restricted Stock (RS) | 16,538 shares | Time-based | Ratable over 3 years from grant date | $794,982 |
| March 4, 2024 | Performance Share Units (PSUs) | 9,952 target units | 2024–2026 | Cliff at end of 3-year period; 0–200% payout based on relative TSR; negative TSR cap at 100% | $596,212 |
| March 4, 2024 | Performance Units (PUs; cash) | 903,030 target units ($1.00 each at target) | 2024–2026 | Cliff at end of 3-year period; 0–200% payout based on relative TSR; negative TSR cap at 100% | $596,221 (Monte Carlo valuation basis) |
| December 16, 2024 | Restricted Stock (RS) | 28,555 shares | Time-based | Ratable over 3 years from grant date | $794,971 |
| December 16, 2024 | PSUs | 18,078 target units | 2025–2027 | Cliff at end of 3-year period; TSR vs peer group; negative TSR cap | $596,025 |
| December 16, 2024 | PUs (cash) | 993,702 target units ($1.00 each at target) | 2025–2027 | Cliff at end of 3-year period; TSR vs peer group; negative TSR cap | $596,000 (Monte Carlo valuation basis) |
| October 28, 2025 | Restricted Stock (RS) | Awarded under 2025 Equity Incentive Plan | 2026–2028 cycles | Standard RS vesting per plan | $994,961 to Bukowski (grant-date fair value) |
| October 28, 2025 | PSUs | Dollar value basis | 2026–2028 | Cliff vest at Dec 31, 2028; 0–200% TSR-based | $746,221 to Bukowski |
| October 28, 2025 | PUs (cash) | Dollar value basis | 2026–2028 | Cliff vest at Dec 31, 2028; 0–200% TSR-based | $746,221 to Bukowski |
Program design:
- 2024 and 2025 LTI mix emphasizes 60% performance-based (PSUs + PUs) and 40% time-based RS to align with long-term TSR and shareholder interests; PSUs/PUs settle at 0–200% based on three-year relative TSR vs a defined refining peer group; negative TSR cap limits payout to target if TSR is negative .
Pay Versus Performance and Special Items
- 2021 PSUs/PUs cycle (measured 1/1/2022–12/31/2024) certified at 200% payout on TSR (142.31% TSR; top rank in peer group); Bukowski did not participate due to start date in 2024 .
- 2024 discretionary special cash bonuses recognized strategic initiatives for four NEOs; Bukowski was not a recipient .
Equity Ownership & Alignment
| Component (as of March 7, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 43,330 (represents less than 1%) |
| Direct Class A Shares | 3,750 |
| Restricted Class A Shares (voting, no current dividends, subject to vesting) | 39,580 |
| Options/Warrants exercisable within 60 days | None disclosed for Bukowski |
Alignment policies:
- Stock ownership guidelines apply to executive officers; all NEOs met requirements, and there is a one-year holding requirement for NEOs following vest/exercise of stock options, SARs, and full-value awards .
- Hedging, pledging, and short selling of PBF stock are prohibited for officers and directors .
Insider activity:
- Form 4 filed October 29, 2025 reported receipt of restricted stock under the 2025 Equity Incentive Plan (grant date October 28, 2025) . Third-party summary indicates 30,353 RS shares granted on October 28, 2025 .
- Form 4 filed December 18, 2024 reported restricted stock under the Amended and Restated 2017 Equity Incentive Plan, consistent with December 16, 2024 RS awards .
Employment Terms
- Agreement: One-year employment term commencing March 4, 2024 with automatic one-year renewals unless non-renewal notice 30 days before expiration; agreement survives termination for specific sections .
- Non-compete/Non-solicit: Covenants not to compete and not to solicit employees during employment and for six months post-termination; confidentiality covenants apply during and after employment .
- Severance and Change-of-Control:
- Change-of-control cash multiple limited to 2.99x base salary under employment agreements .
- Potential payments (hypothetical termination as of Dec 31, 2024):
| Scenario | Cash Severance | Health Benefits Continuation | Accelerated Equity | Cash Bonus (Death/Disability only) |
|---|---|---|---|---|
| Without Cause / Good Reason / Non-renewal by Company | $712,500 | $43,242 | $3,865,300 | — |
| In Connection with a Change in Control | $1,420,250 | $84,081 | $3,865,300 | — |
| Death or Disability | $237,500 | — | $3,865,300 | $617,500 |
- Clawback: Company-wide clawback policy (Oct 2, 2023) complies with SEC/NYSE rules; separate clawback provisions in 2017 Equity Incentive Plan allow reduction/forfeiture/recoupment for restatements, cause, covenant breaches, or specified events .
- No excise tax gross-ups: Company expressly avoids excise tax gross-ups on change-in-control payments .
Compensation Structure Analysis
- Year-over-year mix: For 2024, Bukowski’s compensation was predominantly equity-based ($3.97 million stock awards) with no annual cash bonus due to performance gating, reinforcing at-risk pay and TSR alignment .
- Shift to RS/PSU/PU: The program emphasizes PSUs and cash-settled PUs (60% of LTI) over options, strengthening outcome-based pay tied to relative TSR with a negative TSR cap (shareholder-friendly) .
- Governance features: One-year minimum vesting, post-vesting holding requirements, prohibitions on hedging/pledging, and capped discretion in CIP reduce risk of misalignment or pay inflation; say-on-pay support ~97.30% in 2024 suggests investor endorsement .
Equity Ownership & Alignment
- Ownership and voting-capable restricted shares show meaningful skin-in-the-game; combined with one-year post-vesting holding requirements and anti-pledging/hedging policies, alignment is structurally strong .
Employment Terms
- Auto-renewing one-year term with six-month non-compete balances retention with mobility; severance of 1.5x base (without cause/good reason) and 2.99x base (in connection with CIC) plus equity acceleration provide standard protections without tax gross-ups .
Investment Implications
- Alignment: Heavy weighting to TSR-based PSUs/PUs with negative TSR cap and post-vesting holds promotes long-term shareholder alignment; prohibitions on hedging/pledging reduce agency risk .
- Retention risk: Moderate; meaningful unvested equity across 2024–2026 and 2025–2027 cycles and CIC protections (2.99x base) support retention, while non-compete is limited to six months .
- Trading signals: Anticipate standard vest-driven Form 4 activity (RSU vesting and potential tax withholding transactions) near March 4 and December 16 each year; recent Form 4 restricted stock grants (Dec 2024, Oct 2025) reflect scheduled LTI issuance rather than discretionary selling .
- Performance gating discipline: Zero 2024 CIP payouts despite strong safety outcomes underscores committee discipline; discretionary bonuses were limited to other executives for strategic initiatives, avoiding pay creep for new hires .