8-K: PBF Energy Names New CFO, Davis Joins Board

PBF Energy Inc. announced the retirement of its CFO, Karen B. Davis, effective September 30, 2025, and the appointment of Joseph Marino as her successor, with Ms. Davis rejoining the Board of Directors.

Summary

• Karen B. Davis will retire as Senior Vice President, Chief Financial Officer, and Chief Accounting Officer of PBF Energy Inc. and its subsidiaries, effective September 30, 2025.
• Her retirement is not due to any disagreement with the Company or the Board of Directors.
• Joseph Marino, age 46, currently the Company's Treasurer, has been appointed Senior Vice President, Chief Financial Officer, effective October 1, 2025.
• Steven Andriola, age 42, currently the Company's Controller, has been appointed Chief Accounting Officer, effective October 1, 2025, in addition to his current role.
• Karen B. Davis, age 68, will join PBF Energy Inc.'s Board of Directors as a non-independent director, effective October 1, 2025.
• Mr. Marino will receive an annual salary of $500,000, while Mr. Andriola will receive an annual salary of $325,000, both eligible for annual incentive bonuses and equity awards.

Sentiment

Score: 7

Explanation: The filing indicates a smooth and planned executive transition with internal promotions and the retention of the outgoing CFO's expertise on the board, suggesting stability and continuity in leadership. No negative surprises or financial underperformance are disclosed.

Positives

• Orderly succession planning with internal promotions for key financial roles (CFO and CAO).
• Joseph Marino has a long tenure (since 2011) and increasing responsibility within the company, indicating strong internal talent development.
• Steven Andriola also has significant tenure (since 2016) and experience within the company's financial reporting.
• Karen B. Davis, the outgoing CFO, will rejoin the Board of Directors, providing continuity and retaining her invaluable expertise for the company.
• The retirement is explicitly stated as not being the result of any disagreement, suggesting a smooth transition.

Risks

• Risks related to the full and partial restart of the Martinez refinery following the February 1, 2025 fire, including timing, throughput, and anticipated insurance recoveries.
• Ability to achieve cost savings and operational efficiencies through the Company's Refining Business Improvement Initiatives.
• Future earnings and overall operations, including those of the 50-50 equity method investment in St. Bernard Renewables (SBR).
• Ability to operate safely, reliably, sustainably, and in an environmentally responsible manner.
• Ability to procure necessary permits, equipment, and materials required to rebuild the Martinez refinery.
• Ability to successfully diversify operations.
• Ability to make acquisitions or investments, including in renewable diesel production, and to realize benefits from such.
• Ability to close divestitures and the timing thereof.
• Ability to successfully manage the operations of the 50-50 equity method investment in SBR.
• Expectations with respect to capital spending and turnaround projects.
• Risks associated with the obligation to buy Renewable Identification Numbers (RINs) and related market risks due to price volatility.
• Possibility of reducing or not paying further dividends in the future.
• Certain developments in global oil markets and their impact on global macroeconomic conditions.
• Risks relating to the securities markets generally.
• Impact of changes in inflation, interest rates, and capital costs.
• Impact of market conditions, unanticipated developments, adverse outcomes with respect to regulatory approvals or matters or litigation, changes in laws or regulations, and other events that could negatively impact the Company.

Future Outlook

The company expects to continue advancing its financial initiatives and delivering value for shareholders under the new CFO. It also highlights ongoing efforts related to the restart of the Martinez refinery following a fire, aiming for full and partial restarts, and achieving cost savings and operational efficiencies through its Refining Business Improvement Initiatives. The company is also focused on the future earnings and operations of its 50-50 equity method investment in St. Bernard Renewables.

Management Comments

• "On behalf of our Board of Directors and management team, I want to thank Karen for her exceptional leadership and unwavering dedication to PBF Energy." Matt Lucey, CEO
• "Since returning to management, Karen has been instrumental in strengthening our organization. Her commitment to talent development has transformed our finance team and positioned us perfectly for Joe Marino's seamless transition into this role." Matt Lucey, CEO
• "We look forward to continuing to benefit from her invaluable expertise as she rejoins PBF Energy's Board of Directors." Matt Lucey, CEO
• "Joe, currently our Treasurer, has been with PBF since 2011, holding finance and accounting roles of increasing responsibility. His expertise will be instrumental as we continue to advance our financial initiatives, and I am excited to partner with him to deliver value for shareholders." Matt Lucey, CEO

Industry Context

This announcement primarily concerns internal executive succession and corporate governance. While PBF Energy operates in the crude oil refining and sustainable fuels industry, the filing itself does not provide specific industry-wide financial or operational trends. The management changes reflect an orderly transition within the company's existing strategic framework, rather than a direct response to broader industry shifts. The mention of the St. Bernard Renewables joint venture and renewable diesel production aligns with the broader energy transition trend, but the filing's focus is on personnel.

Comparison to Industry Standards

• This filing details executive appointments and a board change, which are internal corporate actions. Direct comparisons to specific comparable companies, projects, or results are not applicable as the filing does not contain performance metrics or project updates that would allow for such an assessment against global benchmarks.
• The salaries for the new CFO and CAO are competitive for a company of PBF Energy's size in the refining sector, but without specific industry compensation benchmarks, a detailed comparison is not feasible from the provided text.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Expected to benefit from stable leadership and continuity in financial management, potentially leading to continued focus on shareholder value. The retention of the former CFO on the board provides additional oversight and experience.
• Employees: Internal promotions for key financial roles may signal opportunities for career progression within the company.
• Customers/Suppliers: No direct impact indicated by these management changes.
• Creditors: Stable financial leadership and continuity are generally positive for creditor confidence.

Next Steps

• Joseph Marino and Steven Andriola will assume their new roles on October 1, 2025.
• Karen B. Davis will join the Board of Directors on October 1, 2025.
• The company will continue to advance its financial initiatives and deliver value for shareholders.
• Ongoing efforts for the full and partial restart of the Martinez refinery.
• Implementation of Refining Business Improvement Initiatives to achieve cost savings and operational efficiencies.

Key Dates

Recommendation

The filing primarily details an orderly and planned executive succession, including the retirement of the CFO, the promotion of internal candidates to key financial roles, and the re-appointment of the outgoing CFO to the Board. This indicates stability and continuity in leadership, which is generally a neutral to positive development. There are no new financial results, strategic shifts, or significant risks disclosed that would warrant a change in investment stance. The company's core business and existing outlook remain unchanged based on this filing.

Keywords

PBF Energy, CFO, Chief Financial Officer, Chief Accounting Officer, Management Change, Corporate Governance, Refining, Oil and Gas, Executive Appointment, Board of Directors, SEC Filing, 8-K