VALERO ENERGY CORP/TX
For the period ended May 6, 2025. Filed Mar 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2025 · Filed Mar 18, 2025
Contents
Executive Compensation Design Elements Variable Pay
Annual Incentive Bonus Program*
| Component | Metric(s) | Weight | Outcome Range |
|---|---|---|---|
| Financial | EPS, adjusted** | 40% | 0% - 200% |
| Operational | a) Health, Safety, and Environment (HSE)b) Mechanical Availabilityc) Refining Cash Operating Expense Management | 40% | 0% - 200% |
| Strategic | Array of Initiatives, including HSE, sustainability, and other strategic goals | 20% | 0% - 200% |
| COMBINED: | 100% | 0% - 200% |
*Our annual incentive bonus plan and matters related thereto are often referred to herein as our annual incentive bonus program.
**Earnings per share (“EPS”) attributable to Valero stockholders, adjusted assumes dilution and excludes certain special items, as discussed in further detail below.
| 28 | 2025 PROXY STATEMENT |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
| 2024 Long-Term Incentive Program | |
|---|---|
| 50% | 50% |
| Performance Shares* | Restricted Stock |
| •Primary performance measure: Relative TSR vs. Performance Peer Group•Secondary performance measure: Energy Transition Modifier tied to GHG emissions reductions/displacements and growth capital deployed for low-carbon initiatives•Range of payout: 0% to 200% of target•3-yr ratable vesting, with no re-testing | •Value ultimately realized increases/decreases with the Valero Common Stock price movement and dividends paid•3-yr ratable vesting |
90 percent of CEO Target Total Pay for 2024 is at risk (variable)
- See “Elements of Executive Compensation—Long-Term Incentive Awards—Performance Shares” below.
Compensation Discussion and Analysis—Detail
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