PBF ENERGY INC.

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

The 2023 Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/PBF2023. Stockholders of record at the close of business on March 13, 2023 may vote at the meeting or any postponements or adjournments of the meeting. To join as a stockholder, you must enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you receive. During the meeting stockholders may ask questions, examine our stockholder list and vote their shares (other than shares held through employee benefit plans, which must be voted prior to the meeting). Other interested parties may join the meeting as a guest, in which case no control number is required. For more information, please see the section entitled “Annual Meeting of Stockholders” in this Proxy Statement. We are making the Proxy Statement and the form of proxy first available beginning on or about March 21, 2023.

At the meeting, stockholders will be asked to vote on:

Items of Business:

The Company’s 2019 Annual Report, which is not part of the proxy soliciting material, is enclosed. These materials are being delivered to stockholders on or about April 15, 2020.

Although we currently intend to hold our Annual Meeting in person, we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. We may decide to convert to a virtual only meeting format or change to a different location or may impose additional procedures or limitations on meeting attendees as a result of COVID-19. If we take any of these steps, we will provide all notifications required by law, post a notification in advance on our investor website atwww.pbfenergy.com and make a public filing with the Securities and Exchange Commission. We encourage you to check our website prior to the meeting if you plan to attend.

Information with respect to the above matters is set forth in this proxy statementProxy Statement that accompanies this notice.Notice.

By order of the Board of Directors,

Trecia M. Canty

Senior Vice President, General Counsel and Secretary

April 17, 2020

March 21, 2023

		YOUR VOTE IS IMPORTANT,PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM PROMPTLY. YOU MAY ALSO VOTE VIA THE INTERNET OR BY TELEPHONE. PLEASE USE THE INTERNET ADDRESS OR TOLL-FREE NUMBER SHOWN ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM. YOU MAY REVOKE A PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING WRITTEN NOTICE TO THAT EFFECT TO THE SECRETARY OR BY SUBMISSION OF A LATER-DATED PROXY OR SUBSEQUENT INTERNET OR TELEPHONIC PROXY. IF YOU ATTEND THE MEETING, YOU MAY REVOKE ANY PROXY PREVIOUSLY GRANTED AND VOTE IN PERSON.DURING THE MEETING.

PBF ENERGY INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Our Board of Directors (the “Board”) is soliciting proxies to be voted at the Annual Meeting of Stockholders on June 4, 2020May 3, 2023 (the “Annual Meeting” or the “Meeting”). The accompanying notice describes the time, place, and purposes of the Annual Meeting. Action may be taken at the Annual Meeting or on any date to which the meeting may be adjourned. Unless otherwise indicated the terms “PBF,” “PBF Energy,” “the Company,” “we,” “our,” and “us” are used in this Notice of Annual Meeting and Proxy Statement to refer to PBF Energy Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole.

In lieu of this proxy statement and the accompanying notice, we are mailing aNotice of Internet Availability of Proxy Materials (“Internet Availability Notice”) to certain stockholders on or about April 15, 2020.March 21, 2023. On this date, stockholders will be able to access all of our proxy materials on the website referenced in the Notice.

Record Date, Shares Outstanding, Quorum

Holders of record of our Class A Common Stock, par value $0.001 per share (“Class A Common Stock”) and Class B Common Stock, par value $0.001 per share (“Class B Common Stock”) are entitled to vote as a single class on the matters presented at the Annual Meeting. At the close of business on April 6, 2020March 13, 2023 (the “record date”), 119,986,604128,892,917 shares of Class A Common Stock were issued and outstanding and entitled to one vote per share and the holders of the Class A Common Stock have 99.2%99.3% of the voting power. On the record date, 1813 shares of Class B Common Stock were issued and outstanding and each share of Class B Common Stock entitled the holder to one vote for each Series A limited liability company membership interest (“PBF LLC Series A Units”) of our subsidiary, PBF Energy Company LLC (“PBF LLC”), held by such holder as of the record date. On the record date, Class B Common Stock holdersStockholders collectively held 1,019,917 of the910,457 PBF LLC Series A Units, which entitled them to an equivalent number of votes, representing approximately 0.8%0.7% of the combined voting interests of the Class A and Class B Common Stock. See “Corporate Governance—PBF’s Corporate Structure” below for more information.

Stockholders representing a majority of voting power, present in person or represented by properly executed proxy, will constitute a quorum. Abstentions and broker non-votes count as being present or represented for purposes of determining the quorum.

Voting Requirements for the Proposals

Proposal No. 1, Election of Directors — An affirmative vote of the majority of the total number of votes cast “FOR” or “AGAINST” a director nominee is required for the election of a director in an uncontested election. A majority of votes cast means that the number of shares voted “FOR” a director nominee must exceed 50% of the votes cast with respect to that nominee (with “abstentions” and “broker non-votes” not counted as votes cast either “FOR” or “AGAINST” that nominee’s election).

Proposal No. 2, Ratification of Independent Auditors— Ratification by stockholders of the selection of independent public accountants requires the affirmative vote of the majority of the votes cast. Abstentions have no effect on this proposal.

Proposal No. 3, Advisory Vote on 20192022 Named Executive Officer Compensation — The affirmative vote of the majority of the votes cast on this non-binding proposal is required for the proposal to pass. A majority of the votes cast means the number of shares voted for “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal. Your broker may not vote your shares on this proposal unless you give voting instructions. Abstentions and broker non-votes have no effect on the vote.

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Attending the Annual Meeting

In order to enter the Annual Meeting you will needcontinue to provide proofgreater access and visibility to our stockholders and to ensure the health and safety of ownershipmeeting participants and attendees, we will have a virtual-only annual meeting of PBF stock. If your sharesstockholders in 2023. The meeting will be conducted exclusively via live audio webcast. The virtual meeting has been designed to provide the same rights and opportunities to participate as you would have at an in-person meeting, including enhancements to stockholder access, participation and communication by providing stockholders the ability to submit questions.

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In addition, the virtual format provides the opportunity for participation by a broader group of our stockholders and enables the Company to communicate more effectively with its stockholders, who are heldable to participate from around the world while increasing overall safety for both members of the Company and its stockholders.

You do not have to register in the name of a broker, bank or other holder of record and you planadvance to attend the Annual Meeting,virtual meeting. To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/PBF2023 and enter the 16-digit control number included in your Notice of Internet Availability, on your proxy card, or on the voting instruction form that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 9:45 a.m. Eastern Daylight Time on May 3, 2023. The meeting will begin promptly at 10:00 a.m. Eastern Daylight Time on May 3, 2023. If you must present proof of your ownership of PBF stock, such as a bankexperience any technical difficulties logging into the meeting platform or brokerage account statement, to be admitted toat any time during the Meeting. Stockholders also must present a form of personal photo identification in order to be admitted tomeeting, please call the Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packagestoll-free technical support number, which will be permitted in the Annual Meeting.

We currently intend to hold our Annual Meeting in person if possible. However, as a result of COVID-19, we may decide to convert to a virtual only meeting format or change to a different location or may impose additional procedures or limitationsposted on meeting attendees. If we take any of these steps, we will provide all notifications required by law, post a notification in advance on our investor website atwww.pbfenergy.comunder “Investors” and make a public filing with the Securities and Exchange Commission. We encourage you to check our website prior to the meeting if you plan to attend.website. Technical support will be available beginning at 9:45 a.m. Eastern Daylight Time on May 3, 2023 and will remain available until the meeting has ended.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered in your name directly with the Company or with PBF’s transfer agent, American Stock Transfer & Trust Company, LLC, you are the “stockholder of record” of those shares. This Notice of Annual Meeting and Proxy Statement and any accompanying documents have been provided directly to you by PBF.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares, and the Internet Availability Notice has been forwarded to you by your broker, bank, or other holder of record.

As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

Voting Stock Held through a PBF Energy Employee Benefit Plan

If you hold your stock through a PBF Energy employee benefit plan, you must either:

If you elected to receive a hard copy of your proxy materials, fill out the enclosed voting instruction form, date and sign it, and return it in the enclosed postage-paid envelope. Please pay close attention to the deadline for returning your voting instruction form. The voting deadline is set forth on the voting instruction form.

Voting Stock (Other Than Stock Held Through a PBF Energy Employee Benefit Plan) by Mail, Telephone or Internet or in Person atDuring the Meeting

You may vote using any of the following methods:

By mail

Complete, sign and date the proxy or voting instruction card and return it in the prepaid envelope. If you are a shareholderstockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors. Mailed proxies must be received no later than the close of business on June 3, 2020May 2, 2023 in order to be voted at the Annual Meeting.We urge you to use the other means of voting if there is a possibility your mailed proxy will not be timely received.

By telephone or on the Internet

We have established telephone and Internet voting procedures for stockholders of record. These procedures are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded.

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2023 Proxy Statement

You can vote by calling the toll-free telephone number 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone.1-800-690-6903. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

The website for Internet voting iswww.voteproxy.com www.proxyvote.com for stockholders of record. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m., Eastern Daylight Time, on June 3, 2020.May 2, 2023.

ii		2020 Proxy Statement

The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive. If you vote by telephone or on the Internet, you do not have to return your proxy or voting instruction card.

In person atAt the Annual Meeting

Stockholders of record and “street name” holders at the close of business on March 13, 2023 can attend the meeting by accessing www.virtualshareholdermeeting.com/PBF2023 and entering the 16-digit control number included in the proxy materials previously received. Please note that the www.virtualshareholdermeeting.com/PBF2023 website will not be active until approximately two weeks before the meeting date. If you do not have a 16-digit control number, you may still attend the Annual Meeting and want tomeeting as a guest in listen-only mode. Stockholders of record may vote in person, we will give you a ballot atduring the meeting by following the instructions available on the meeting website during the meeting. If your shares are registered in your name,To attend as a guest, please access www.virtualshareholdermeeting.com/PBF2023 and enter the information requested on the screen to register as a guest. Please note that you are considered the “stockholder of record” and youwill not have the rightability to ask questions, vote or examine the shares in person atlist of stockholders during the Annual Meeting. You may also be represented by another person at the Meeting by executing a proper proxy designating that person. If, however, your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner,meeting if you wish to vote at the Annualparticipate as a guest. See “Virtual Meeting you will need to bring to the Annual Meeting a legal proxy from the “stockholder of record” (e.g., your broker) authorizing you to vote the shares.Information” below for additional details.

Revocability of Proxies

You may revoke your proxy at any time before it is voted at the Annual Meeting by (i) submitting a written revocation to PBF, (ii) returning a subsequently dated proxy to PBF, or (iii) attending the Annual Meeting requesting that your proxy be revoked and voting in person at the Annual Meeting. If instructions to the contrary are not provided, shares will be voted as indicated on the proxy card.

Abstentions

Abstentions are counted for purposes of determining whether a quorum is present. Abstentions are not counted in the calculation of the votes “cast” with respect to any of the matters submitted to a vote of stockholders and will have no effect on the vote on any proposal. Directors will be elected by a majority vote of the votes cast at the meeting.

Broker Non-Votes

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of the stock. If the broker does not receive specific instructions, in some cases the broker may vote the shares in the broker’s discretion. However, the New York Stock Exchange (the “NYSE”) precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner. This results in a “broker non-vote” on the proposal. A broker non-vote is treated as “present” for purposes of determining a quorum, has the effect of a negative vote when a majority of the voting power of the issued and outstanding shares is required for approval of a particular proposal, and has no effect when a majority of the voting power of the shares present in person or by proxy and entitled to vote or a majority of the votes cast is required for approval.

The ratification of the appointment of Deloitte as our independent auditor (Proposal No. 2) is deemed to be a routine matter under NYSE rules. A broker or other nominee generally may vote uninstructed shares on routine matters, and therefore no broker non-votes are expected to occur with Proposal No. 2. Proposals 1 and 3 are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore an undetermined number of broker non-votes are expected to occur on this proposal.these proposals. These broker non-votes will not have any impact on the outcomes for these proposals as it requires the approval of a majority of the votes cast.

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Solicitation of Proxies

PBF pays for the cost of soliciting proxies and the Annual Meeting. In addition to solicitation by mail, proxies may be solicited by personal interview, telephone, and similar means by directors, officers, or employees of PBF, none of whom will be specially compensated for such activities. Morrow Sodali LLC, 470 West Ave,333 Ludlow Street, 5^th Floor, South Tower, Stamford, CT 06902, a proxy solicitation firm, will be assisting us for a fee of approximately $8,500 plus out-of-pocket expenses. PBF also intends to request that brokers, banks, and other nominees solicit proxies from their principals and will pay such brokers, banks, and other nominees certain expenses incurred by them for such activities.

Virtual Meeting Information

How can I ask questions or view the list of stockholders entitled to vote at the annual meeting?

Stockholders will be able to transmit questions through the virtual meeting website. Rules of conduct for the meeting, including rules pertaining to submission of questions, will be posted on the meeting platform website and may be accessed once past the login screen by clicking the “Materials” button. If there are pertinent questions that cannot be answered during the meeting due to time constraints, management expects to post answers to a representative set of such questions (e.g., consolidating repetitive questions) on our website (www.pbfenergy.com in the “Investors” section under “Webcasts and Presentations”) after the meeting.

During the annual meeting, stockholders of record may examine the list of stockholders entitled to vote at the meeting by visiting the meeting platform website and entering their control number. Once past the login screen, click the “Materials” button, followed by the “Registered Shareholder List,” and complete the required attestation form to view the list. To inspect such list prior to the annual meeting, please contact our Investor Relations department at (973) 254-4414 or by email at ir@pbfenergy.com.

Will a recording of the annual meeting be available after the meeting?

Yes. Within 24 hours following the annual meeting, a recording of the meeting, including any question and answer session, will be available on our website for at least 30 days.

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		2020 2023 Proxy Statement			iii

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING AND BOARD RECOMMENDATION

Proxy Statement Summary  |

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. We own and operate six domestic oil refineries and related assets that haveassets.

2022 Key Financial Achievements

In 2022, as a combined processing capacity, known as throughput, of approximately 1,041,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of 12.8.

Market conditions in the first half of 2019 were challenging in terms of narrow crude differentials and weak product margin, particularly for gasoline, and we elected to perform the majorityresult of our 2019 major maintenance activities in the first quarterstrong operating performance and the beginning of the second quarter to position us to take advantage offavorable global market opportunities in the second half of the year. This strategy resulted in a solid overall performance from our refining system in 2019. Over the course of the year, by extending key strategic inventory intermediation agreementsconditions for our East Coast refineries,products, we continued our focus on strengthening our balance sheet and overall liquiditydelivered record financial results that began in 2018 with the successful refinancings of our credit facilities. Our Logistics segment, which primarily reflects the results of our sponsored master limited partnership, PBF Logistics LP (“PBFX”), continued to grow, strengthened through an equity offering, the restructuring (the “IDR Restructuring”) of the parent sponsor’s incentive distribution rights (the “IDRs”) and the acquisition from the parent sponsor of the remaining interest in the Torrance Valley Pipeline that serves our Torrance refinery for $200 million. The strength of our balance sheet enabled us to embark onstrengthen our mostfinancial position and reward our stockholders. Our significant undertakingfinancial achievements in 2019, the acquisition from Equilon Enterprises LLC d/b/a Shell Oil Products US of the Martinez Refinery, located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California, which closed in the first quarter of 2020.

2019 Milestones

2022 include:

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|  Proxy Statement Summary

In accordance with SEC rules, the information contained in the Stock Performance Graph below shall not be deemed to be “soliciting material,” or to be “filed” with the SEC, or subject to the SEC’s Regulation 14A or 14C, other than as provided under Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”). This performance graph and the related textual information are based on historical data and are not indicative of future performance.

The following line graph compares the cumulative total return on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (that we selected) for the periods commencing December 31, 2014 through December 31, 2019. Our peer group consists of the following companies that are engaged in refining operations in the U.S.: CVR Energy Inc.; Delek US Holdings, Inc.; HollyFrontier Corporation; Marathon Petroleum Corporation; Phillips 66; and Valero Energy Corporation.

vi		2020 Proxy Statement

Proxy Statement Summary  |

Since 2019, we have had an investor engagement program under the leadership of the Chair of our Nominating and Corporate Governance Committee that includes independent director participation to help us better understand the views of our investors on key corporate governance topics. In addition to engagement with our largest institutional investors, we have continued our engagement efforts with additional investors and stakeholders to hear their perspectives and help identify focus and priorities for the coming year. We expectcontinue to consider the constructive and candid feedback we receive from our investors and other stakeholders during these meetings to inform our priorities as we assess our progress and enhance our corporate governance practices and disclosures each year.

BOARD-LED ENGAGEMENT PROGRAM CONDUCTED YEAR ROUND

Shareholder Engagement Topics – Feedback Shared with the Full Board and Other Board Committees

Board skills and experience and Board matrix 

Board composition, diversity, size and tenure    

Board oversight of risk, including committee responsibilities

•	Shareholder Engagement Topics – Feedback Shared with the Full Board and Other Board Committees
	•  Board skills and experience and Board matrix •  Board composition, diversity, size, and tenure •  Board oversight of risk, including committee responsibilities	•  Board-level engagement and oversight of management

•

Executive compensation and compensation metrics

•

Environmental,  Environment, Social, and Governance practices and reporting

 

Governance Practices

Enhanced Board composition, including diversity, by appointing an additional female director in January 2020

Continued to implement formal and thoughtful Board and committee succession plans

Continued implementation of risk management framework, including enhanced reporting, management-level governance committee structure, and escalation processes in support of the Board’s risk oversight

Enhanced Transparency and Disclosures

	Governance Practices		Enhanced Transparency and Disclosures
	•  Actively pursuing Board refreshment, with 60% of the Board having served 5 years or less •  Continued to implement formal and thoughtful Board and committee succession plans •  Continued implementation of risk management framework, including enhanced reporting, management level governance committee structure, and escalation in processes in support of Board’s risk oversight		•  Introduced Board qualifications and experience matrixdisclosures in 2019 proxy statement, including qualifications and experience identified by the Board as important in light of our Company’s strategy, risk profile, and risk appetite •  In 2020 and 2022, enhanced Board disclosures to include gender, ethnic and racial diversity information as self-identified by Board members

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Table of Contents

Proxy Statement Summary

BOARD OVERVIEW

PBF’s business is managed under the direction of our Board. Our Board currently has ten members, nine of whom are independent directors and our Chairman of the Board and Chief Executive Officer, Thomas Nimbley. Effective December 31, 2022, Karen B. Davis, who served as the Chairperson of the Audit Committee, resigned from the Board to assume the role of the Company’s interim Chief Financial Officer. Robert Lavinia, who served on the Health, Safety and Environment Committee, also retired as a director of the Company effective December 31, 2022. Effective January 1, 2023, Lawrence Ziemba was appointed by the Board of Directors as importantan independent director and he serves on the Health, Safety and Environment Committee. Effective March 15, 2023, Georganne Hodges and Damian W. Wilmot were appointed as independent directors, respectively serving on the Audit Committee and the Nominating and Corporate Governance Committee.

During 2022, our Board held eight (8) meetings and each member of the Board participated in lightat least 75% of our Company’s strategy, risk profile, and risk appetite

the meetings held while they were in office. All of the directors then in office participated in the 2022 Annual Meeting of Stockholders.

In 2020, enhanced Board experience matrix to include diversity information as self-identified byAll current Board members

standing for re-election are expected to attend the 2023 Annual Meeting. The following sets forth certain demographic information regarding the current members of the Board, each of whom is standing for re-election at the Annual Meeting:

EXECUTIVE COMPENSATION

At The Compensation Committee reviewed our 2019 Annual Meeting, our shareholders approved

our named executive officer compensation with approximately 94% of the vote.

2019 KEY COMPENSATION COMMITTEE ACTIONS

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

Our Board provides oversight of all of our environmental efforts through the Health, Safety and Environment Committee, whose charter is posted on our website. Through the use of state-of-the-art equipment, environmental professionals, and strong Board and management oversight, PBF is able to continue on its path of ongoing improvement in the area of environmental protection and our results reflect the effectiveness of our environmental strategy.

PBF Energy believes that our people are our most important asset. We strive to provide our employees with a collaborative, supportive and inclusive work environment where they can maximize their personal and professional potential.

PBF Energy is dedicated to establishing a culture of diversity and inclusion where each employee is afforded the opportunity to excel and is valued for their unique background, experience, and point of view. Our commitment to this culture of inclusion is reflected in our recruiting efforts and the opportunities afforded to PBF Energy employees. For example, PBF Energy recently became a member of the Corporate Partnership Council of the Society of Women Engineers, which focuses on sharing best practices, addressing retention and advancement issues, and partnering on diversity initiatives. PBF Energy engineers have participated in the Corporate Partnership Council of the Society of Women Engineer’s annual conference.

PBF Energy is committed to the equal treatment of all people, regardless of race, creed, color, national origin, or economic level and PBF Energy supports the goals and principles set forth in the United Nations Universal Declaration of Human Rights. Our commitment to recognizing the value of all people is reflected in our core values and key policies, which touch upon business ethics and conduct; health, safety and environmental protection; and inclusion and diversity.

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PBF ENERGY

About PBF Energy  |

directors concerning their background, employment, and affiliations, including commercial, banking, consulting, legal, accounting, charitable, and familial relationships, the Board has determined that, other than being a director and/or stockholder of PBF, each of the independent directors named below has either no relationship with PBF, either directly or as a partner, stockholder, or officer of an organization that has a relationship with PBF, or has only immaterial relationships with PBF, and is independent under the NYSE’s listing standards.

In accordance with NYSE listing standards, theThe Board has adopted categorical standards or guidelines, which are consistent with the NYSE listing standards to assist the Board in making its independence determinations regarding its directors. These standards are published in Article I of ourCorporate Governance Guidelines and are available on our website at www.pbfenergy.com under the “Corporate Governance” tab in the “Investors” section. Under NYSE’s listing standards, immaterial relationships that fall within the guidelines are not required to be disclosed in this proxy statement. An immaterial relationship falls within the guidelines if it:

The Board has determined that all of the 20202023 non-management director nominees meet the independence requirements of the NYSE listing standards as set forth in the NYSE Listed Company Manual: Spencer Abraham, Wayne Budd, Karen Davis,Paul J. Donahue, Jr., S. Eugene Edwards, William Hantke, Edward Kosnik, Robert Lavinia,Georganne Hodges, Kimberly Lubel, George Ogden, Damian W. Wilmot and George Ogden.Lawrence Ziemba. Mr. KosnikEdwards serves as the Lead Director.

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COMMITTEES OF THE BOARD

In 2022, PBF had and continues to have these standing committees of the Board in 2019:

Audit Committee;

Compensation Committee;

Nominating and Corporate Governance Committee; and

Health, Safety and Environment Committee (the “HS&E Committee”).

Board:

	•					Audit Committee;
	•	2020 Proxy StatementCompensation Committee;
	•	Nominating and Corporate Governance Committee; and
	3•	Health, Safety and Environment Committee (the “HS&E Committee”).

|  About PBF Energy

We have adopted a charter setting forth the responsibilities of each of the committees. The committee charters are available on our website atwww.pbfenergy.com under the “Corporate Governance” tab in the “Investors” section. The members of each committee in 2022, including the Chairperson, as well as the number of meetings held in 20192022 is set forth in the table below:

2022 Board Committees and Meetings

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Health, Safety and Environment Committee
Spencer Abraham
Wayne Budd
Karen Davis (1)
Paul Donahue, Jr.
S. Eugene-Edwards
Robert Lavinia (1)
Kimberly Lubel
George Ogden
# of Meetings Held in 2022	5	6	4	4

 Chairperson   Member

(1) Effective December 31, 2022, Ms. Davis and Mr. Lavinia ceased serving on the Board.

Name		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Health, Safety and Environment Committee
Spencer Abraham
Edward Kosnik
Wayne Budd
Karen Davis
Gene Edwards
Robert Lavinia
William Hantke
Kimberly Lubel
George Ogden
# of Meetings Held in 2019		5		5		5		4

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Table of Contents

About PBF Energy

The members of each committee as of the date of this proxy statement, including the Chairperson, is set forth in the table below:

2023 Board Committees

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Health, Safety and Environment Committee
Spencer Abraham
Wayne Budd
Paul Donahue, Jr.
S. Eugene-Edwards
Georganne Hodges
Kimberly Lubel
George Ogden
Damian W. Wilmot
Lawrence Ziemba

Audit Committee

The Audit Committee reviews and reports to the Board on various auditing and accounting matters, including the quality, objectivity, and performance of our internal and external accountants and auditors, the adequacy of our financial controls, and the reliability of financial information reported to the public. In 2019,2022, the members of the Audit Committee were Edward Kosnik (Chairman)Karen Davis (Chairperson), William HantkePaul Donahue, Jr. and George Ogden. Ms. Davis and Messrs. Kosnik, HantkeDonahue and Ogden were each determined by the Board to be an “Audit Committee financial expert” (as defined by the SEC). Currently, Messrs. Donahue and Ogden and Ms. Davis joinedHodges serve on the Audit Committee along with Ms. Lubel, who was appointed as Chairperson of the Audit Committee effective January 1, 2020 and is also2023. Each member has been determined by the Board to be an “Audit Committee financial expert” (as defined by the SEC).

In 2019,2022, the Audit Committee met five (5) times and each meeting was attended by all of the members. The “Report of the Audit Committee for Fiscal Year 2019”2022” appears in this proxy statement following the disclosures related to Proposal No. 2.

Compensation Committee

The Compensation Committee reviews and reports to the Board on matters related to compensation strategies, policies, and programs, including certain personnel policies and policy controls, management development, management succession, and benefit programs. The Compensation Committee also approves and administers our equity incentive compensation plan and cash incentive plan. The Compensation Committee’s duties are described more fully in the “Compensation Discussion and Analysis” section below.

In 2019, theThe three members of the Compensation Committee wereare Spencer Abraham (Chairman)(Chairperson), Wayne Budd, William Hantke and effective as of May 23, 2019, Kimberly Lubel. Each of the four current members of the Compensation

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About PBF Energy  |

Committee qualifies as independent under applicable SEC rules and regulations and the rules of the NYSE, as an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (the “Code”), as in effect in 2019,2022, and as a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act.

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In 2019,2022, the Compensation Committee met five (5)six (6) times and the meetings were attended by all of the then members. The “Compensation Committee Report” for Fiscal Year 20192022 appears in this proxy statement immediately following “Executive Compensation”.

Compensation Committee Interlocks and Insider Participation

There are no Compensation Committee interlocking relationships. None of the members of the Compensation Committee has served as an officer or employee of PBF or had any relationship requiring disclosure by PBF under Item 404 of the SEC’s Regulation S-K, which addresses related person transactions.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee evaluates policies on the size and composition of the Board and criteria and procedures for director nominations and considers and recommends candidates for election to the Board. The committee also evaluates, recommends, and monitors corporate governance guidelines, policies, and procedures, including our codes of business conduct and ethics. In 2022. the members of the Nominating and Corporate Governance Committee were Wayne Budd (Chairperson), Spencer Abraham, and S. Eugene Edwards. The Nominating and Corporate Governance Committee met four (4) times in 2022 and the meetings were attended by all members. The current members of the Nominating and Corporate Governance Committee are WayneMessrs. Budd (Chairman)(Chairperson), Spencer Abraham, Edwards and S. Eugene Edwards. The committee met five (5) times in 2019 and the meetings were attended by all members.Wilmot.

The Nominating and Corporate Governance Committee recommended to the Board each presently serving director of PBF as nominees for election as directors at the Annual Meeting. The Nominating and Corporate Governance Committee also considered and recommended the appointment of a Lead Director (described below under “Board Leadership Structure, Lead Director and Meetings of Non-Management Directors”) to preside at meetings of the independent directors without management, and recommended assignments for the Board’s committees. The full Board approved the recommendations of the Nominating and Corporate Governance Committee and adopted resolutions approving the slate of director nominees to stand for election at the Annual Meeting, the appointment of a Lead Director, and Board committee assignments.

Health, Safety and Environment Committee

The HS&E Committee assists the Board of Directors in fulfilling its oversight responsibilities by assessing the effectiveness of programs and initiatives that support the Health, Safety and Environment and ESG, sustainability, innovation, and technology policies and programs of the Company. In 2019,Kimberly Lubel is the membersChairperson of the HS&E Committee wereand S. Eugene Edwards (Chairman), Robert Lavinia and Kimberly Lubel. The committeeLawrence Ziemba are also members. In 2022, the Health, Safety and Environment Committee met four (4) times in 2019 and the meetings were attended by all members.

BOARD REFRESHMENT

The Board is committed to striking a balance between retaining directors with deep knowledge of the Company and seeking fresh perspectives in its recruiting efforts. Our Board and individual director evaluation process supports this objective.

The Board has welcomed 6 of its 10 current directors since 2018. These new directors were deliberately selected for their relevant skill sets and their ability to guide our strategy, provide effective oversight and effectively represent our stockholders’ interests. The average tenure of our current directors is 4.7 years.

SELECTION OF DIRECTOR NOMINEES

The Nominating and Corporate Governance Committee solicits recommendations for Board candidates from a number of sources, including our directors, our officers and individuals personally known to the members of the Board. Each of Messrs. Ziemba and Wilmot and Ms. Hodges was appointed as a director by action of the Board of Directors following the recommendation of the Nominating and Corporate Governance Committee. In connection with these appointments, the Nominating and Corporate Governance Committee interviewed several diverse candidates recommended by members of the Board and management. The Nominating and Corporate Governance Committee will consider candidates submitted

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2023 Proxy Statement

Table of Contents

About PBF Energy

by stockholders when submitted in accordance with the procedures described in this proxy statement under the caption “Miscellaneous –“Miscellaneous– Stockholder Nominations and Proposals.” The Nominating and Corporate Governance Committee will consider all candidates identified through the processes described above and will evaluate each of them on the same basis. The level of consideration that the Nominating and Corporate Governance Committee will extend to a stockholder’s candidate will be commensurate with the quality and quantity of information about the candidate that the nominating stockholder makes available to the Nominating and Corporate Governance Committee.

Evaluation of Director Candidates

The Nominating and Corporate Governance Committee is charged with assessing the skills, characteristics and characteristicsdiversity of background and experience (including gender, race, ethnicity and age) that candidates for election to the Board should possess and with determining the composition of the Board as a whole.

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|  About PBF Energy

The assessments include qualifications under applicable independence standards and other standards applicable to the Board and its committees, as well as consideration of the skills, expertise and expertise indiversity that should be added to complement the contextcomposition and experience of the needsexisting Board of the Board.Directors.

In evaluating each candidate, the Nominating and Corporate Governance Committee may consider among other factors it may deem relevant:

Based on this initial evaluation, the Nominating and Corporate Governance Committee will determine whether to interview a proposed candidate and, if warranted, will recommend that one or more of its members, other members of the Board, or senior management, as appropriate, interview the candidate. After completing this process, the Nominating and Corporate Governance Committee ultimately determines its list of nominees and submits the list to the full Board for consideration and approval.

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Director Skills and Experience

In addition to the factors considered during the nominating process, the Nominating and Corporate Governance Committee has identified a number of key skills and areas of expertise it believes should be represented on the board for the reasons shows below:

Executive Leadership

Directors with prior experience in executive leadership positions bring the qualifications and skills to develop and oversee our strategy, to create and drive long-term value, and to identify, motivate, and retain individual leaders.

Strategy

Directors with a background in strategy bring a practical understanding of developing, implementing, and addressing our business strategy and development plan.

Public Company Governance

Directors who have served on other public company boards have experience overseeing and providing insight and guidance to management and bring critical knowledge of governance to our organization.

Industry Expertise

Directors with leadership and/or operational experience in industries relevant to our business bring practical understanding of our business and effective oversight of implementation of strategy.

Health, Safety, Environment, Corporate Governance and Social Responsibility

Directors with experience overseeing, operating, or advising on matters of the environment, sustainable energy, corporate and social responsibility, health, and safety provide effective oversight over these matters and support our commitment to social responsibility and creating long-term shared value with our stakeholders.

Government, Regulatory and Public Policy

Directors with experience or background relating to governmental, regulatory or public policy matters governmental affairs bring knowledge helpful to navigating complex regulatory frameworks.

Accounting and Audit

Financial and audit expertise, particularly knowledge of finance and financial reporting processes, is critical to understanding and evaluating our capital structure and overseeing the preparation of our financial statements and internal controls over financial reporting.

Risk Management

Directors with experience managing risk bring skills critical to the Board’s oversight of our risk assessment and risk management programs.

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2023 Proxy Statement

The following table sets forth certainadditional criteria and more specific skills we use to evaluate nominees, as well as the qualificationqualifications of our director nominees:

Director / Nominee

Skill, Experience and  Expertise

Spencer Abraham

Wayne Budd

Paul J. Donahue, Jr.

S. Eugene Edwards

Georganne Hodges

Kimberly Lubel

Thomas Nimbley

George Ogden

Damian W. Wilmot

Lawrence Ziemba

Finance

Risk Management

Finance

Industry Knowledge

Director / Nominee Accounting/Auditing

Spencer Abraham Capital Markets

CEO Experience

Legal

Strategy

Strategic Transactions (M&A)

Cybersecurity

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Wayne Budd Human Resources

✓

✓

✓

✓

✓

✓

✓

✓

✓

Karen Davis Health, Safety and Environment

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Gene Edwards Corporate Governance and Social Responsibility

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Bill Hantke Executive Leadership

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Edward Kosnik Regulatory/Public Policy

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Robert Lavinia Industry Knowledge

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Kimberly Lubel Refining/Manufacturing

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Thomas Nimbley Logistics

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

George Ogden Supply Chain

✓

✓

Energy

✓

Public Board Experience

✓

✓

✓

✓

✓

✓