Trecia M. Canty
PBF EnergyAbout Trecia M. Canty
Senior Vice President, General Counsel and Corporate Secretary of PBF Energy since 2015, and member of the executive leadership team overseeing legal, governance, compliance, and enterprise risk. She is also a director of Uranium Energy Corp. and chairs its Sustainability Committee. Education: Dartmouth College (BA), Princeton University School of Public and International Affairs (MPA), Columbia Law School (JD) . As an officer, she signed multiple SEC filings on behalf of PBF Energy in 2025 and authored the 2025 proxy notice as Corporate Secretary . Pay-for-performance alignment is strong: 2021–2024 performance awards vested at 200% on a 142.31% three-year TSR, with TSR-based negative-cap design and peer-relative ranking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PBF Energy | Senior Vice President, General Counsel & Corporate Secretary | 2015–present | Lead counsel for Fortune 200 independent refiner; oversight of governance, compliance, ESG and risk . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uranium Energy Corp. (NYSE American: UEC) | Director; Chair, Sustainability Committee | 2023–present | Board oversight of sustainability; independent director; contributes energy-sector legal/regulatory expertise . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $553,750 | $602,500 | $607,500 (pro-rata before Nov. 1 increase to $632,500) |
| Bonus (USD) | $2,196,461 (special/discretionary) | $2,321,644 (special/discretionary) | $607,500 (special bonus granted Dec 2024; no CIP payout) |
Notes:
- Target annual cash incentive opportunity: 150% of base salary; maximum 300%, under the Company’s 2022–2024 Cash Incentive Plan (CIP) .
- 2024 CIP metrics and outcomes:
| CIP Metric (2024) | Weight | Threshold | Target | Maximum | Actual 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 90% | > $816 million | $1.05 billion | $1.23 billion | $86.5 million |
| LTIR (OSHA) | 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 Component | 2.5% | — | — | — | N/A |
- Because threshold Adjusted EBITDA was not met, the Compensation Committee awarded no CIP bonuses for 2024; instead, it approved special recognition cash bonuses in December 2024 (including $607,500 to Ms. Canty) for leadership on strategic initiatives (succession, Refining Business Improvement) .
Performance Compensation
2024 Long-Term Incentive Design and Awards
- Program mix (grant-date value): Restricted Stock 40%, Performance Share Units (PSUs) 30%, Performance Units (cash) 30% .
- PSU and Performance Unit metrics: three-year relative TSR vs peer group (CVR Energy, Delek US, HF Sinclair, Marathon, Phillips 66, Valero, plus PBF); negative TSR cap limits payouts to 100% if absolute TSR is negative; payouts range 0–200% .
- Restricted stock vests ratably over 3 years; PSUs and Performance Units cliff-vest at end of the 36‑month cycle; one‑year post‑vesting holding requirement for NEOs .
| Award Component (Grant 12/16/2024) | Quantity / Target | Grant-Date Fair Value (USD) |
|---|---|---|
| Restricted Stock (shares) | 28,555 | $794,971 |
| PSUs (target units) | 18,078 (max 36,156) | $596,212 |
| Performance Units (target $) | $993,702 (max $1,987,404) | $596,221 |
- Subsequent cycle awards (approved Oct 21, 2025; Grant Date Oct 28, 2025) under 2025 Equity Plan:
| Award Component (Grant 10/28/2025) | Target Value (USD) |
|---|---|
| Restricted Stock | $994,961 |
| PSUs | $746,221 |
| Performance Units | $746,221 |
2021 Cycle Results (settled Feb 2025)
| Performance Cycle | PBF Three‑Year TSR | Payout % | Canty PSU Result (shares) | Canty Performance Units (cash) |
|---|---|---|---|---|
| 1/1/2022–12/31/2024 | 142.31% | 200% | 53,779 (incl. dividend equivalents; from 24,940 target PSUs) | $1,946,320 (from 973,160 target units) |
Equity Ownership & Alignment
| Ownership Breakdown (as of 3/7/2025) | Quantity | Notes |
|---|---|---|
| Class A Common Stock (direct) | 125,275 | Beneficially owned directly |
| Restricted Class A Common Stock (unvested) | 48,057 | Votes, no current dividends; subject to vesting |
| Options exercisable within 60 days | 600,758 | Included in beneficial ownership |
| Total beneficial ownership | 774,090; <1% of outstanding | None of these shares are pledged |
Stock ownership governance:
- Prohibitions: No hedging, pledging, or short selling of PBF stock .
- Ownership guidelines: “Meaningful” guidelines apply; all NEOs met requirements; one-year post-vest holding requirement for NEO equity .
Outstanding Equity Awards and Vesting (12/31/2024)
| Instrument | Quantity | Exercise Price | Expiration | Vesting/Status |
|---|---|---|---|---|
| Stock Options | 15,000 | $29.00 | 2/10/2025 | Exercisable |
| Stock Options | 100,000 | $30.89 | 10/27/2025 | Exercisable |
| Stock Options | 62,999 | $21.38 | 10/25/2026 | Exercisable |
| Stock Options | 75,000 | $28.67 | 10/30/2027 | Exercisable |
| Stock Options | 139,374 | $40.65 | 10/30/2028 | Exercisable |
| Stock Options | 84,093 | $32.71 | 10/29/2029 | Exercisable |
| Stock Options | 75,997 | $6.72 | 11/9/2030 | Exercisable |
| Stock Options | 63,295 | $13.91 | 11/18/2031 | Exercisable |
| Restricted Stock (unvested) | 8,006 | — | — | 3 equal annual installments from 12/16/2025 |
| PSUs (unearned) | 18,078 (2024 grant) | — | — | Cliff vest at cycle end; payout 0–200% based on TSR |
| Performance Units (unearned) | $993,702 target (2024 grant) | — | — | Cash-settled; 0–200% based on TSR |
Employment Terms
Key agreement features (PBF Investments LLC):
- One-year term with automatic one-year renewals; base salary reviewed by Board; eligible for CIP and equity grants; standard benefits; no broad severance plan participation .
- Restrictive covenants: confidentiality; six-month non-compete and non-solicit post-termination (subject to exceptions) .
- No excise tax gross-ups; change-in-control payments reduced if needed to avoid 280G excise tax .
Potential payments upon termination (hypothetical as of 12/31/2024):
| Scenario | Cash Severance | Cash Bonus | Health Benefits | Accelerated Equity |
|---|---|---|---|---|
| Without Cause / Good Reason (not CIC) | $948,750 | — | $14,681 | $5,671,841 |
| Termination in connection with Change in Control (double-trigger) | $1,891,175 | — | $28,546 | $5,671,841 |
| Death or Disability | $316,250 | $822,250 | — | $5,671,841 |
Multiples implied:
- 1.5× base salary for non-CIC qualifying termination (e.g., $632,500 × 1.5 ≈ $948,750) .
- 2.99× base salary cap in change-in-control per plan governance (example: $632,500 × 2.99 ≈ $1,891,175) .
Clawbacks and policies:
- SEC-compliant clawback (Oct 2, 2023): recovery of erroneously awarded compensation upon accounting restatements; plan-level clawbacks apply for restatements or covenant breaches .
- No hedging/pledging; one-year post‑vest holding requirement for NEO equity .
Retirement and deferred compensation:
| Plan | Years Credited | Present Value of Accrued Benefit |
|---|---|---|
| PBF Energy Pension Plan | 12 | $406,040 |
| PBF Energy Restoration Plan | 12 | $1,634,273 |
Compensation Structure vs Performance Metrics
- High variable pay mix: significant equity tied to relative TSR; performance awards weighted 60% of LTI grant value .
- Annual cash incentive broadened with ESG safety/environment metrics beginning 2021—still gated by Adjusted EBITDA threshold; no 2024 payout due to underperformance; special recognition bonuses used sparingly .
- Governance features: independent consultant (Pay Governance), one-year minimum vesting, negative TSR cap, majority at-risk pay, no repricing, no tax gross-ups, say-on-pay approval ~97.30% in 2024 .
Equity Ownership, Pledging, and Alignment
- Beneficial ownership: 774,090 shares; less than 1% of outstanding; includes 600,758 options exercisable within 60 days; 48,057 unvested restricted shares; no pledging .
- Ownership guidelines: met by all NEOs; post-vest one-year holding period; prohibitions on hedging/pledging .
Performance & Track Record
- Company achievements in 2024 under executive leadership: raised quarterly dividend to $0.275, returned $449.9M via dividends and buybacks (7.55M shares; ~$329.1M), initiated Refining Business Improvement (target ≥$200M cash savings by end 2025) .
- Despite lower refining cracks and operational challenges, TSR-based LTI structure continued to reward relative value creation (200% payout for 2021 cycle) .
Compensation Committee and Say‑on‑Pay
- Committee refreshed in 2024; independent consultant engaged; five meetings held; no interlocks; say‑on‑pay approval ~97.30% at 2024 annual meeting .
Related Party Transactions and Red Flags
- No significant related party transactions disclosed for officers; no hedging/pledging; no excise tax gross-ups; no option repricings .
Equity Plan Capacity
- 2017 Equity Plan shares remaining as of 3/7/2025: 831,142 (after fungible adjustments); 2025 Equity Plan adds 2,900,000 shares if approved .
Investment Implications
- Strong pay-for-performance alignment: heavy TSR-based LTI with negative TSR cap reduces windfall risk; 200% payout on recent cycle underscores relative outperformance, supporting insider alignment; restricted stock ratable vesting and 1‑year hold likely reduce near-term selling pressure .
- Retention risk mitigated: competitive severance (1.5× base; 2.99× CIC), automatic renewals, modest non-compete (6 months), and pension/restoration balances support stickiness; absence of hedging/pledging reduces governance risk .
- Trading signals: 2024 CIP zero payout (versus special bonuses) indicates disciplined gatekeeping; 2025 LTI awards maintain robust at-risk exposure; large outstanding options with staggered expiries and varying strikes could influence exercise behavior around price levels, but post-vest holding requirements dampen immediate supply .
- Governance quality: high say‑on‑pay approval, independent oversight, stock ownership compliance, and clear clawback regime lower headline risk; continued operational execution (Refining Business Improvement) is the lever to support future cash incentives and equity realizations .