S. Eugene Edwards
PBF EnergyAbout S. Eugene Edwards
Independent Lead Director at PBF Energy with 35+ years in refining and energy trading/operations. Age 68; director since 2014 and Lead Director since Oct 1, 2021; independent under NYSE rules. Former Executive Vice President and Chief Development Officer at Valero; B.S. Chemical Engineering (Tulane) and MBA (University of Texas at San Antonio). Tenure on PBF Board: 11 years as of the 2025 proxy; independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valero Energy Corp. | Executive VP & Chief Development Officer; prior roles incl. SVP Product Supply & Trading; SVP Planning/BD/Risk; SVP Supply, Marketing & Transportation; VP Planning & BD; Director roles in Planning, Economics, Petrochemical Products | 1982–Apr 2014 (various roles) | Senior operator/strategist across refining, trading, supply-chain; significant development and risk oversight experience |
| Pace Consultants | Energy Analyst | Pre-1982 | Industry analytics experience |
| Citgo Petroleum | Refinery Process Engineer | Pre-1982 | Technical refining expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CST Brands Inc. | Director | May–Dec 2013 | Spin-off of Valero |
| Green Plains Energy | Director | Jun 2014–Aug 2021 | Audit and Compensation Committees |
| CrossAmerica Partners LP | Director | Sep 2014–Mar 2017 | Board service at midstream MLP |
Board Governance
- Independence and leadership: Independent director; serves as Lead Director. Lead Director coordinates independent director activities, sets executive session agendas with committee chairs, liaises with Chair, and handles stockholder communications requiring independence. Independent directors typically meet in executive session before every Board meeting.
- Committees: Nominating & Corporate Governance Committee member (since 2014); Health, Safety & Environment (HS&E) Committee member (since 2016); prior HS&E Chair through Sep 30, 2021.
- 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.
- Years of service & composition: 11 years on Board; Board currently 10 members, 8 independent.
- Shareholder signals: Say-on-pay approved with ~97.30% support in 2024.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Paid quarterly, pro rata |
| Lead Director annual retainer | $35,000 | Increased from $30,000 effective May 3, 2024 |
| Committee chair fees | $0 | Not a current chair; separate retainers applied to other chairs |
| Meeting fees | $0 | Not disclosed; standard practice is retainer-based |
| Fees earned in cash (reported) | $165,000 | 2024 amount for Edwards |
Performance Compensation (Director Equity – 2024)
| Grant | Grant Value | Vehicle | Vesting/Restrictions | Performance Metrics |
|---|---|---|---|---|
| Annual director equity (post-2024 re-election) | $175,000 | Class A Common Stock | Fully vested at grant; subject to transfer/sale restrictions that lapse one-third annually over three years (waiver possible in certain cases) | None (time-based restrictions only) |
Total 2024 director compensation for Edwards: $340,000 (cash $165,000 + stock $175,000).
Other Directorships & Interlocks
- Current public company boards: None disclosed for Edwards.
- Prior public company boards: CST Brands Inc. (2013); Green Plains Energy (2014–2021; Audit & Compensation); CrossAmerica Partners LP (2014–2017). No disclosed competitive interlocks or supplier/customer conflicts tied to current PBF business.
Expertise & Qualifications
- Deep refining and trading expertise; former Valero EVP/CDO and senior roles across supply, marketing, trading, risk, planning, and business development.
- Technical foundation in chemical engineering; seasoned in operational safety and HS&E governance (prior HS&E Committee Chair).
- Governance experience as Lead Director with active role in executive sessions and stockholder engagement channel.
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 54,179 shares (includes 6,735 restricted shares) |
| Directly held | 47,444 shares |
| Restricted (transfer-limited) | 6,735 shares (vote and receive dividends; transfer restrictions) |
| Ownership % of outstanding | <1% (individual) |
| Pledging | None of the listed director/officer shares are pledged as security |
| Director stock ownership guidelines | PBF has guidelines; all directors with >5 years of service (includes Edwards) met requirements |
| Hedging/pledging policy | Company policy prohibits hedging and pledging by directors and employees |
Governance Assessment
-
Strengths
- Independent Lead Director with defined responsibilities; promotes robust independent oversight and facilitates executive sessions at each Board meeting.
- Relevant committee experience (Nom/Gov and HS&E) and prior HS&E chair role align with PBF’s operations and risk profile.
- Strong alignment signals: equity retainer with multi-year transfer restrictions; ownership guidelines met; no pledging allowed.
- Company-level pay governance and shareholder support: 2024 say-on-pay ~97.30% approval.
-
Watch items / potential concerns
- Attendance disclosure is “≥75%” for all directors; no director-specific attendance rates provided (no shortfall flagged).
- Director cash/equity mix typical; modest increase in Lead Director retainer in 2024 (from $30k to $35k) should be monitored for trend but not atypical.
- Related-party transactions: Company states no significant related-party transactions involving directors/officers, mitigating conflict risk.
No RED FLAGS identified from disclosures: no significant related-party transactions; no pledging; no hedging; no legal/SEC proceedings disclosed in the proxy; independence affirmed.