Valero Energy Corp. files DEF 14A with executive compensation details

Ticker: VLO · Form: DEF 14A · Filed: Mar 26, 2024 · CIK: 1035002

Valero Energy Corp/Tx DEF 14A Filing Summary
FieldDetail
CompanyValero Energy Corp/Tx (VLO)
Form TypeDEF 14A
Filed DateMar 26, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.01, $5.4 billion, $315 million, $3.6 billion, $1.8 billion
Sentimentneutral

Sentiment: neutral

Topics: Valero Energy, DEF 14A, Executive Compensation, Proxy Statement, Equity Awards

TL;DR

<b>Valero Energy Corp. files DEF 14A detailing executive compensation and equity awards for the 2023 fiscal year.</b>

AI Summary

VALERO ENERGY CORP/TX (VLO) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for Valero Energy Corp. It covers the fiscal year ending December 31, 2023. The filing includes details on executive compensation adjustments for PEO and Non-PEO members. Specific adjustments mentioned include exclusions and inclusions related to pension values, stock awards, and equity values. The filing also details equity awards granted, vested, and forfeited during the year for key executives.

Why It Matters

For investors and stakeholders tracking VALERO ENERGY CORP/TX, this filing contains several important signals. This DEF 14A filing provides crucial transparency into how Valero Energy compensates its top executives, including the rationale behind specific adjustments to their pay packages. Understanding these compensation details is important for shareholders to evaluate executive performance alignment with company results and to make informed voting decisions on executive compensation proposals.

Risk Assessment

Risk Level: low — VALERO ENERGY CORP/TX shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational updates that would indicate immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and equity award grants to assess alignment with company performance and vote accordingly on related proposals.

Executive Compensation

NameTitleTotal Compensation
R.LaneRiggsMemberMember
JosephW.GorderMemberMember

Key Numbers

  • 2023-01-01 — Fiscal Year Start (Reporting period)
  • 2023-12-31 — Fiscal Year End (Reporting period)
  • 2024-03-26 — Filing Date (DEF 14A filing)

Key Players & Entities

  • VALERO ENERGY CORP/TX (company) — Filer
  • R.LaneRiggsMember (person) — Executive compensation details
  • JosephW.GorderMember (person) — Executive compensation details
  • 2023-01-01 (date) — Fiscal year start date
  • 2023-12-31 (date) — Fiscal year end date
  • 2024-03-26 (date) — Filing date

FAQ

When did VALERO ENERGY CORP/TX file this DEF 14A?

VALERO ENERGY CORP/TX filed this Proxy Statement (DEF 14A) with the SEC on March 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by VALERO ENERGY CORP/TX (VLO).

Where can I read the original DEF 14A filing from VALERO ENERGY CORP/TX?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by VALERO ENERGY CORP/TX.

What are the key takeaways from VALERO ENERGY CORP/TX's DEF 14A?

VALERO ENERGY CORP/TX filed this DEF 14A on March 26, 2024. Key takeaways: The filing is a Definitive Proxy Statement (DEF 14A) for Valero Energy Corp.. It covers the fiscal year ending December 31, 2023.. The filing includes details on executive compensation adjustments for PEO and Non-PEO members..

Is VALERO ENERGY CORP/TX a risky investment based on this filing?

Based on this DEF 14A, VALERO ENERGY CORP/TX presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant operational updates that would indicate immediate risk.

What should investors do after reading VALERO ENERGY CORP/TX's DEF 14A?

Shareholders should review the executive compensation details and equity award grants to assess alignment with company performance and vote accordingly on related proposals. The overall sentiment from this filing is neutral.

Risk Factors

  • Compliance with SEC Regulations [medium — regulatory]: The company must comply with all SEC regulations regarding proxy solicitations and disclosures.
  • Commodity Price Volatility [high — market]: Valero's financial performance is significantly impacted by the volatility of crude oil and refined product prices.
  • Refinery Operations and Maintenance [medium — operational]: Disruptions in refinery operations due to accidents, natural disasters, or maintenance can impact production and profitability.
  • Debt Management [medium — financial]: The company's ability to manage its debt obligations is crucial for financial stability.

Key Dates

  • 2023-12-31: Fiscal Year End — End of the reporting period for financial data and executive compensation.
  • 2024-03-26: Filing Date — Date the DEF 14A was filed with the SEC.

Glossary

DEF 14A
Definitive Proxy Statement (This filing provides detailed information to shareholders regarding matters to be voted on at the annual meeting, including executive compensation.)

Filing Stats: 4,405 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2024-03-26 16:18:55

Key Financial Figures

  • $0.01 — f record of our common stock, par value $0.01 ("Common Stock" or "Valero Common Stock
  • $5.4 billion — of December 31, 2023, we have invested $5.4 billion in our low-carbon fuels businesses 8 ,
  • $315 million — rst quarter of 2025 for a total cost of $315 million 9 and is also expected to give the plan
  • $3.6 billion — low-carbon fuels businesses consists of $3.6 billion in capital investments to build our ren
  • $1.8 billion — le diesel business (including SAF), and $1.8 billion to build our ethanol business. Capital
  • $50,000 — all trade associations to which we pay $50,000 or more annually, and (ii) conducted a

Filing Documents

Executive Compensation

Executive Compensation 66 Information Concerning our Director Nominees 7 Summary Compensation Table 66 Summary of Each Director Nominee's Skills, Experience, and Attributes 8 Grants of Plan-Based Awards 69 Nominees 9 Outstanding Equity Awards at December 31, 2023 73 How Our Board is Structured, Governed, and Operates 15 Option Exercises and Stock Vested 75 Our Directors' Demonstrated Commitment in 2023 15 Post-Employment Compensation 76 Overview of Our Board Committees 15 Nonqualified Deferred Compensation 78 How We Maintain an Effective Board and Strong Director Performance 20 Potential Payments Upon Termination or Change of Control 79 Director Overboarding Policy 20 Director Compensation 83 Director Refreshment and Retirement 20 Pay Ratio Disclosure 85 Annual Board and Committee Evaluation Process 21 SEC Pay Versus Performance 86 New Director Orientation and Onboarding 21 Proposal No. 2—Advisory vote to approve compensation of named executive officers 91 Director Continuing Education 22 Proposal No. 3—Ratify appointment of KPMG LLP as independent auditor 92 Our Board's Leadership Structure and Strong Independent Oversight 22 KPMG LLP Fees 93 Recent Separation of Our Chairman and CEO Roles 22 Report of the Audit Committee for Fiscal Year 2023 94 The Role of Our Executive Chairman 23 Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership 95 Our Board's Strong Counterbalance of Independent Leadership and Oversight 23 2024 Annual Meeting of Stockholders—Important Voting and Meeting Information 99 The Role of Our Independent Lead Director 23 Miscellaneous 104 Ongoing Evaluation and Consideration by the Board 23 Governance Documents and Codes of Ethics 104 How Our Board is Involved in CEO and Senior Executive Succession Planning 24 Stockholder Communications, Nominations, and Proposals 104 How Our Director Nominees are Selected 24 Other

Financial Statements

Financial Statements 105 Risk Assessment of Compensation Programs 27 Householding 105 Compensation Discussion and Analysis (including table of contents for section) 28 Transfer Agent 106 Robust Say-On-Pay Engagement and Response 28

Executive Compensation in Summary

Executive Compensation in Summary 29 Our Board is soliciting proxies to be voted at our annual meeting of stockholders to be held on May 15, 2024 (the "Annual Meeting"). The accompanying notice describes the time, place, and purpose 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 "Valero," "we," "our," and "us" in this proxy statement may refer to Valero Energy Corporation, to one or more of our consolidated subsidiaries and/or consolidated joint ventures, or to all of them taken as a whole. "Board" means our board of directors. Holders of record of our common stock, par value $0.01 ("Common Stock" or "Valero Common Stock"), at the close of business on March 18, 20 24 (the "Record Date") are entitled to vote on the matters presented at the Annual Meeting. Our proxy materials are first being sent or made available on or ab out March 26, 2024, to stockholders entitled to vote at the Annual Meeting. See also "2024 Annual Meeting of Stockholders—Important Voting and Meeting Information." Table of Contents About This Proxy Statement Policies and Procedures This proxy statement includes statements regarding various policies, values, standards, approaches, methodologies, procedures, processes, systems, programs, initiatives, assessments, technologies, practices, and similar measures related to our environmental, social, and governance ("ESG") and sustainability-related data, disclosures, targets, ambition, actions, and compliance systems (collectively, "Policies and Procedures"). References to Policies and Procedures in this proxy statement do not represent guarantees or promises about their efficacy or continued implementation or use, or any assurance that any such Policies and Procedures will apply in every case. While we believe that our Policies and Procedures reflect our business strategy and are reasonable at the time made or used, as our business or

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, but not limited to, statements about our Policies and Procedures. You can identify forward-looking statements by words such as "should," "see," "strive," "pursue," "potential," "committed," "advancing," "developing," "evaluating," "intend," "anticipate," "forecast," "track," "would," "continue," "poised," "focused," "opportunity," "scheduled," "believe," "estimate," "expect," "seek," "could," "may," "target," "goal," "ambition," "aspiration," "plan," or other similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements in this proxy statement also include those relating to our 2025 and 2035 greenhouse gas ("GHG") emissions reduction/displacement targets, our 2050 ambition regarding GHG emissions reductions/displacements, our support of the development of an onboard CO 2 capture system, statements relating to our low-carbon fuels strategy, our Board leadership structure, including with respect to our Lead Director, Executive Chairman, and Chief Executive Officer ("CEO"), expected timing of completion, cost, and performance of projects, future market, regulatory, and industry conditions, future operating and financial performance, expected issuance and timing of future reports and disclosures, future production and manufacturing ability and size, and management of future risks, among other matters. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of our control, such as legislative or political changes or developments, market dynamics, cyber attacks, weather events, and other matters affecting our operations or the demand

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