Thomas J. Nimbley
PBF EnergyAbout Thomas J. Nimbley
Thomas J. Nimbley (age 73) is Executive Chairman of PBF Energy and has served on the Board since 2014. He was CEO from June 2010 to June 2023 and became Executive Chairman on July 1, 2023; the Board notified him on March 10, 2025 that his employment agreement will not be renewed beyond June 30, 2025, and, subject to re‑election, he will serve as non‑executive Chairman effective July 1, 2025. He is classified as not independent; PBF’s Board had 10 members in 2024 and each director attended at least 75% of Board and committee meetings. Core credentials: decades of refining leadership at Phillips, ConocoPhillips, and Tosco, plus PBF operating leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBF Energy | Chief Executive Officer | Jun 2010 – Jun 2023 | Led company growth; transitioned to Executive Chairman in 2023 |
| PBF Energy | Executive Vice President, Chief Operating Officer | Apr 2010 – Jun 2010 | Operations leadership pre-CEO |
| Nimbley Consultants LLC | Principal | Jun 2005 – Mar 2010 | Advised on acquisition of two refineries |
| Phillips / ConocoPhillips | SVP, Head of Refining (Phillips; then ConocoPhillips domestic system post‑merger) | 2001 – pre‑2005 | Led domestic refining system (13 locations) |
| Tosco and subsidiaries | Various positions | Apr 1993 – Sep 2001 | Senior operating and leadership roles prior to acquisition by Phillips |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PBF subsidiaries | Director and Executive Chairman of certain subsidiaries | Current | Internal interlocks only; no other public company boards disclosed for Nimbley |
Board Governance
- Role and independence: Executive Chairman (through Jun 30, 2025); not independent. Expected to become non‑executive Chairman on Jul 1, 2025, subject to re‑election. Lead Independent Director is S. Eugene Edwards.
- Committee assignments: PBF’s Audit, Compensation, Nominating & Corporate Governance, and HS&E Committees are entirely independent; Nimbley is not listed on any committee. 2024 meetings: Audit (5), Compensation (5), Nominating (4), HS&E (4).
- Attendance & engagement: Board met 7 times in 2024; each director participated in at least 75% of Board and committee meetings; all then‑directors attended the 2024 annual meeting.
- Say-on-Pay: 2024 approval ~97.30%, signaling strong investor support for compensation program.
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Base Salary | $1,200,000 |
| Bonus | — (no annual bonus) |
| Stock Awards (grant‑date fair value) | $1,849,996 (restricted Class A shares vesting in 3 equal annual installments) |
| Change in Pension Value and Nonqualified Deferred Earnings | $1,026,987 |
| All Other Compensation | $93,471 (401(k) match, executive health exam, dividend equivalent rights) |
| Total | $4,170,454 |
Notes:
- PBF’s insider trading policy prohibits directors and employees from hedging or pledging company stock.
- Non‑employee director fee structure (for context): $130,000 cash retainer; $175,000 annual equity grant; chair/lead fees (Lead Director: $35,000; Audit Chair: $25,000; Comp Chair: $20,000; Nominating Chair: $20,000). Nimbley, as Executive Chairman, is not paid under this schedule.
Performance Compensation
PBF used Adjusted EBITDA and HSE/ESG metrics for 2024 annual cash incentives; the Compensation Committee determined there would be no payout of annual cash bonuses to executives because the threshold Adjusted EBITDA was not met.
| Metric | Target Weight | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 90% | > $816 million | $1.05 billion | $1.23 billion | $86.5 million |
| LTIR (lost time injury rate) | 2.5% | 0.20 | 0.15 | 0.10 | 0.09 |
| Tier 1 Events | 2.5% | 10 | 6 | 4 | 9 |
| Federal Flaring Events > 500 lbs SO2 | 2.5% | 12 | 9 | 6 | 25 |
| Discretionary HSE | 2.5% | TBD | TBD | TBD | N/A |
Long-term incentives (program design overview):
- Mix: restricted stock (40%), performance share units (30%), performance units (30%); PSU/PU payouts based on 3‑year relative TSR vs a defined refining peer set, with negative TSR cap at 100%.
- 2021 PSU/PU cycle (1/1/2022–12/31/2024): TSR 142.31%, 1st in peer group; 200% payout certified in Feb 2025 (applied to NEOs; Nimbley not listed among NEO recipients).
Clawbacks and risk controls:
- NYSE‑compliant clawback (effective Oct 2, 2023) covering erroneously awarded compensation after restatements; awards subject to restrictive covenants and recoupment.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards for Nimbley disclosed in proxy. |
Expertise & Qualifications
- Refining operations leadership (Phillips/ConocoPhillips domestic system; Tosco), acquisition/integration experience, and long‑tenure industry operating expertise.
Equity Ownership
| Ownership Detail (as of Mar 7, 2025) | Amount |
|---|---|
| Total beneficial ownership (common + equivalents) | 3,313,548 shares (2.8% of outstanding) |
| Direct Class A common | 726,793 |
| Restricted Class A (unvested; voting, no current dividends) | 122,620 |
| PBF LLC Series A Units (pre‑IPO units; voting via Class B) | 675,000 |
| Options/warrants exercisable within 60 days | 1,789,135 |
| Shares pledged as collateral | None (company states no pledging among listed shares) |
Insider trading signal (post‑year end):
- On Nov 3, 2025, Nimbley exercised 250,000 options (exercise price $30.89; options originally granted Oct 27, 2015; expiration extended to Dec 3, 2025 due to blackout) and sold 250,000 shares at $34.512; post‑transaction direct holdings reported at 790,716 shares.
Governance Assessment
Positives (confidence‑enhancing):
- Separation of Chair/CEO roles with Lead Independent Director and regular executive sessions (enhances oversight). Transition to non‑executive Chairman effective July 1, 2025 should further strengthen independence at the board leadership level.
- Strong Say‑on‑Pay support (97.30%) and robust pay risk controls (TSR‑based LTI, negative TSR cap, clawback, no hedging/pledging).
- No compensation committee interlocks; independent compensation consultant; fully independent key committees.
Watch items / potential conflicts:
- Up‑C legacy arrangements continue to generate payments to holders of PBF LLC Series B units (e.g., $15.1 million for 2023; Nimbley received $2,412,867), pursuant to pre‑IPO agreements and a tax receivable agreement—appropriate from a contractual standpoint but worth monitoring for optics.
- Insider sale after option exercise (Nov 2025) may be read as partial de‑risking; context includes long tenure and sizable residual stake.
- Nimbley is not independent; however, committee composition mitigates this, and his move to non‑executive Chair reduces day‑to‑day management ties.
Ownership alignment:
- Material personal stake (2.8%) with no share pledging disclosed; company indicates directors and officers meeting ownership guidelines (for directors >5 years). Non‑employee directors have 3x retainer ownership guideline; company also maintains officer stock ownership/holding requirements.
Policy framework:
- Related‑party transaction approval policy administered by Audit Committee; governance highlights state no significant related‑party transactions.
Overall implication: Nimbley brings deep refining operational expertise and continuity of board leadership. The planned shift to a non‑executive Chair structure, strong investor support on pay, and independent committees support board effectiveness. Monitor optics of continuing Series B/TRA‑related payments and insider sales against overall ownership and governance controls.