Spencer Abraham
PBF EnergyAbout Spencer Abraham
Spencer Abraham (age 72) has served on PBF’s Board since October 2012 and is an independent director. He currently chairs the Nominating and Corporate Governance Committee (effective April 30, 2024) and has been a long-standing member of the Compensation Committee (served as Chair until April 30, 2024). Abraham is CEO/Chairman of The Abraham Group; previously U.S. Secretary of Energy (2001–2005) and U.S. Senator (Michigan, 1995–2001). His qualifications emphasize energy sector policy and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | Secretary of Energy | 2001–2005 | Led national energy policy and oversight |
| U.S. Senate (Michigan) | U.S. Senator | 1995–2001 | Legislative governance and public policy leadership |
| Areva Inc. | Non-executive Chairman | Prior role (dates not disclosed) | Nuclear energy governance oversight |
| Occidental Petroleum Corporation | Director | Prior role (dates not disclosed) | Oil & gas corporate governance |
| ICx Technologies | Director | Prior role (dates not disclosed) | Technology governance |
| C3 IoT | Director | Prior role (dates not disclosed) | Technology/data governance |
| California Institute of Technology | Trustee | Prior role (dates not disclosed) | Academic governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Abraham Group | CEO & Chairman | 2005–present | Strategic consulting in energy; founder-led governance |
| NRG Energy, Inc. | Director | Current | Compensation Committee member |
| Two Harbors Investment Corp. | Director | Current | Compensation; Nominating & Governance committees |
| Uranium Energy Corporation | Chairman of the Board | Current | Board leadership in uranium mining |
| Emissions Reduction Corp. | Director | Current | Environmental solutions governance |
| Gerald R. Ford Presidential Foundation | Trustee | Current | Non-profit governance |
Board Governance
- Independence: Board determined Abraham is independent under NYSE standards; non-management nominee slate includes him as independent .
- Committee assignments: Chair, Nominating & Corporate Governance (effective Apr 30, 2024); member, Compensation (Chair until Apr 30, 2024). Compensation Committee met 5 times in 2024 (all members attended); Nominating met 4 times (all members attended) .
- Board attendance: Board held 7 meetings in 2024; each member participated in at least 75% of Board and Committee meetings; all directors attended 2024 Annual Meeting. Independent directors typically meet in executive session prior to every Board meeting; Lead Director is S. Eugene Edwards .
- Engagement: Board-led investor engagement program directed by the Nominating & Corporate Governance Committee; ongoing feedback loop on governance and compensation .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Paid pro rata quarterly to non-employee directors |
| Committee chair retainers | Prorated $20,000 for Compensation Chair (to Apr 30, 2024); $20,000 for Nominating & Governance Chair (from Apr 30, 2024) | Included in “fees earned” |
| Fees earned (cash) | $150,000 | Total cash for 2024, inclusive of chair pro-rations |
| Meeting fees | Not disclosed/none specified | No per-meeting fee disclosed |
Performance Compensation
| Metric/Instrument | Structure | Targets/Weighting | Vesting/Settlement | 2024 Application |
|---|---|---|---|---|
| Director annual equity grant | Time-based transfer restrictions on fully vested shares | Not performance-based | Transfer restrictions lapse one-third each year over 3 years starting first anniversary; fully vested at grant | $175,000 equity award in Class A common stock |
No performance-based metrics (e.g., TSR, EBITDA) are tied to non-employee director compensation at PBF; director equity is structured as fully vested stock subject to staged transfer restrictions, not performance hurdles .
Other Directorships & Interlocks
| Company | Sector Relationship to PBF | Potential Interlock/Conflict Considerations |
|---|---|---|
| NRG Energy | Power generation; not a refiner | Limited direct overlap; no related-party transactions disclosed; Board affirms independence |
| Two Harbors Investment Corp. | Mortgage REIT | No operational overlap with refining; independence affirmed |
| Uranium Energy Corp. | Uranium mining | Distinct commodity segment; no PBF transaction ties disclosed |
| Emissions Reduction Corp. | Environmental solutions | Could relate to ESG; no transactions disclosed; independence affirmed |
- Compensation Committee interlocks: None reported; no insider participation requiring Item 404 disclosure .
- Related-party transactions: Company states “No Significant Related Party Transactions” involving directors/officers .
Expertise & Qualifications
- Core credentials: Former U.S. Secretary of Energy; U.S. Senator; multiple public company boards in energy and governance functions .
- Skills matrix highlights: Governance, regulatory/public policy, strategy, executive leadership, industry knowledge (energy/refining context via board service) .
Equity Ownership
| Measure | Amount | Details |
|---|---|---|
| Total beneficial ownership | 58,481 shares (common) | Less than 1% of outstanding (*) |
| Ownership breakdown | 46,725 direct; 6,238 restricted Class A (vote/receive dividends; transfer-restricted); 5,518 PBF LLC Series A Units | Footnote (7) details composition |
| Pledging/Hedging | None pledged; policy prohibits hedging/pledging/short selling | |
| Director stock ownership guideline | 3x annual cash retainer; 5-year compliance window; all directors >5 years meet guidelines (includes Abraham) |
(*) “Represents less than 1%” per beneficial ownership table .
Governance Assessment
- Strengths:
- Independence affirmed; no significant related-party transactions; insider policy bans hedging/pledging, supporting alignment and risk control .
- Active governance roles: chaired Compensation (through Apr 2024) and now chairs Nominating & Governance; committees reported full attendance in 2024 .
- Ownership alignment: equity grant ($175,000) with staged transfer-lapse; director ownership guidelines met for tenured members .
- Board engagement: structured, year-round investor engagement through the Nominating & Governance Committee, aligning with shareholder priorities .
- Watch items:
- Multiple external board roles (NRG Energy, Uranium Energy, Two Harbors, Emissions Reduction Corp.) create time/attention considerations; however, independence and lack of related-party transactions mitigate conflict risk .
- Director equity is not performance-based; while standard for directors, investors should note absence of explicit performance metrics in director pay .
- Signals for investor confidence:
- Board attendance thresholds met; committee meetings fully attended; independent directors meet in executive session prior to every Board meeting; strong say-on-pay support (97.30% in 2024) indicates positive shareholder sentiment on governance and compensation frameworks .
Director Compensation (FY2024)
| Component | Spencer Abraham ($) |
|---|---|
| Fees earned or paid in cash | 150,000 |
| Stock awards (grant-date fair value) | 175,000 |
| Total | 325,000 |
Committee Assignments and Attendance (2024)
| Committee | Role | Meetings Held | Attendance |
|---|---|---|---|
| Compensation | Chair to Apr 30, 2024; member thereafter | 5 | All members attended |
| Nominating & Corporate Governance | Chair from Apr 30, 2024 | 4 | All members attended |
| Board | Director | 7 | ≥75% attendance; all directors attended 2024 Annual Meeting |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: approximately 97.30% in favor. Board uses investor engagement to refine governance and compensation practices annually .
RED FLAGS
- None identified in filings: no significant related-party transactions; hedging/pledging prohibited; Compensation Committee reports no interlocks; independence affirmed .