T. Paul Davis

About T. Paul Davis

T. Paul Davis is Senior Vice President, Supply, Trading and Optimization at PBF and a 2024 Named Executive Officer. PBF’s 2024 cash bonus plan for NEOs paid 0% as Adjusted EBITDA came in below threshold ($86.5M vs >$816M), while the 2021 PSU/PU cycle (measured 1/1/2022–12/31/2024) paid out at 200% on top‑quartile relative TSR (PBF TSR 142.31%, rank #1), highlighting high cyclicality in incentive outcomes . At the company level, 2023 revenue was $38.3B and Adjusted EBITDA $2.64B (down from 2022 records but well above 2021), providing context for incentive targets and peer‑relative TSR design .

Past Roles

(Company biography for Mr. Davis not disclosed in the proxy; no prior roles listed.)

External Roles

(No external directorships or roles disclosed for Mr. Davis in the proxy.)

Fixed Compensation

• Base salary: Increased effective 11/1/2024 to $632,500 (2024 Summary Compensation Table shows $607,500 due to pro‑ration), up from $602,500 in 2023 .

Performance Compensation

Annual Cash Incentive (CIP) – 2024

• Design: 90% Adjusted EBITDA; 10% ESG (LTIR, Tier 1 Events, Federal Flaring Events >500 lbs SO2, and a 2.5% discretionary HSE component) .
• Outcome: No payout to NEOs as Adjusted EBITDA missed threshold; however, Mr. Davis received a special cash bonus of $607,500 in Dec 2024 for leadership on strategic initiatives (e.g., Refining Business Improvement Initiative) .

Long-Term Incentives – 2024 Grants (Mix and Targets)

• LTI mix: 40% time‑vested restricted stock; 30% PSUs (stock‑settled, relative TSR); 30% cash performance units (PUs, relative TSR; capped at 100% if TSR negative) .
• Mr. Davis’ 2024 award sizing and instruments granted (Dec 16, 2024) :

Performance Cycles – Realized Payouts

• 2021 PSU/PU Cycle (1/1/2022–12/31/2024): TSR 142.31%, rank #1; payout 200%. Mr. Davis received 53,779 shares for PSUs (incl. dividend equivalents) and $1,946,320 cash for PUs (target 973,160 units) .

Equity Ownership & Alignment

• Beneficial ownership (as of 3/7/2025): 677,795 shares (<1% of outstanding). Breakdown: 116,979 shares held directly; 48,057 restricted (vote, no current dividends); 512,759 shares acquirable within 60 days via options. None of the shares are pledged .
• Insider transactions (2024): Exercised 100,000 options (50k at $24.43 and 50k at $30.89 strike), realizing $1,597,000 and $1,274,000 of value, respectively; vested 5,748 and 8,005 restricted shares, and 53,779 PSU shares .
• Stock ownership policies: Hedging and pledging prohibited; meaningful stock ownership guidelines in place and met by all NEOs (specific multiples not disclosed) .

Outstanding Equity and Vesting (12/31/2024)

• Options (exercisable) [strike/expiry]: 50,000 @ $30.89 (10/27/2025); 100,000 @ $28.67 (10/30/2027); 139,374 @ $40.65 (10/30/2028); 84,093 @ $32.71 (10/29/2029); 75,997 @ $6.72 (11/9/2030); 63,295 @ $13.91 (11/18/2031) .
• Restricted stock (unvested): 28,555 (vests 12/2/2025); 11,496 (vests in two annual installments starting 10/27/2025); 8,006 (vests in three annual installments starting 12/16/2025) .
• PSUs/PUs outstanding (unearned at 12/31/2024): PSUs 18,078; PUs with target value $993,702; settle after 3‑year TSR cycle .

Pension/Retirement

• Cash balance pension present value (12/31/2024): $468,050 (Pension Plan) and $2,088,488 (Restoration Plan); 12 years credited service; both plans vest on 3 years; normal retirement age 65 .

Employment Terms

• Employment agreement: 1‑year term with automatic 1‑year renewals; eligible for CIP and equity grants; standard benefits; restrictive covenants include 6‑month post‑termination non‑compete and non‑solicit; no excise tax gross‑ups; clawbacks adopted in 2023 (plus plan‑level recoupment) .
• Change‑in‑control (double‑trigger): 2.99x base salary cash severance, immediate vesting of equity, and 2 years 11 months of health benefits continuation if terminated without cause/for good reason or non‑renewal by company within 6 months pre‑ or 12 months post‑CIC .
• Termination economics (as of 12/31/2024) for Mr. Davis :

Notes: CIC = termination six months prior to or within one year post‑CIC; amounts reflect 12/31/2024 assumptions and then‑effective salary; target bonus under death/disability from plan schedule; definitions of Cause/Good Reason per agreement .

Compensation Structure Analysis

• Shift to performance‑heavy LTI: LTI mix is 40% restricted stock / 30% PSUs / 30% cash PUs (relative TSR) with negative TSR cap; reinforces alignment and risk discipline vs. legacy option focus; stock ownership guidelines and post‑vest holding add alignment; hedging/pledging prohibited .
• 2024 pay‑for‑performance: No CIP payout (EBITDA below threshold), but Committee used targeted special cash bonuses ($607,500 to Mr. Davis) to recognize strategic execution (leadership transitions, Refining Business Improvement Initiative with $200M cash savings goal by YE 2025) .
• TSR outperformance: 2021 LTI cycle settled at 200% (top‑rank TSR), yielding significant realized PSU/PU value for Mr. Davis (53,779 shares; $1.95M cash) .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑Pay support: 97.30% approval at 2024 Annual Meeting; Compensation Committee cites ongoing investor engagement and pay‑for‑performance enhancements (e.g., TSR caps, ESG metrics) .

Risk Indicators & Policies

• Clawbacks: 2023 policy compliant with NYSE Rule 303A.14; plan‑level recoupment and restrictive covenants (non‑compete/solicit, non‑disparagement, confidentiality) .
• Prohibitions: No hedging or pledging; no option repricing; no excise tax gross‑ups; no guaranteed bonuses; minimal perquisites .

Investment Implications

• Alignment: High equity exposure (restricted shares, PSUs/PUs) and stringent ownership/holding rules align Mr. Davis with shareholder TSR; 2021 cycle’s 200% payout evidences performance sensitivity, but also cyclical variability inherent in refining .
• Retention/COC risk: Robust double‑trigger CIC (2.99x salary + equity acceleration) and outside‑CIC severance (1.5x salary) reduce flight risk; six‑month non‑compete tempers competitive leakage .
• Near‑term stock flow: 2025–2027 has scheduled RS vesting (Dec/Oct tranches) and significant option expiring ladders through 2031; 2024 exercises of 100k options suggest episodic monetization around value inflection/expiry, a potential (but intermittent) supply overhang .
• Governance/discipline: 2024 zero CIP payout despite strong ESG sub‑scores underscores discipline; targeted special bonuses reward strategic execution (refining cost‑out, leadership) without diluting formulaic rigor .

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Appendix: Multi‑Year Compensation (Summary Compensation Table Extract)