VALERO ENERGY CORP/TX
For the period ended May 7, 2026. Filed Mar 19, 2026.
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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 7, 2026 · Filed Mar 19, 2026
Contents
Executive Compensation Design Elements—Variable Pay
Annual Incentive Bonus Program*
| Component | Metric(s) | Weight | Outcome Range |
|---|---|---|---|
| Financial | Adjusted EPS** | 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 financial, operational, 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.
**This metric reflects EPS attributable to Valero stockholders, assuming dilution, as adjusted to exclude certain special items, and is discussed in further detail and reconciled under “Elements of Executive Compensation—Annual Incentive Bonus” below.
| 2026 PROXY STATEMENT | 31 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
| 2025 Long-Term Incentive Program | |
|---|---|
| 50% | 50% |
| Performance Shares* | Restricted Stock |
| •Performance outcomes determined by Valero’s relative TSR vs. Performance Peer Group (discussed below)•Range of payout: 0-200 percent of target, with payouts capped at 200 percent regardless of outperformance vs. Performance Peer Group•3-yr ratable vesting, with no re-testing•Targets above peer-median relative TSR performance | •Value ultimately realized increases/decreases with Valero Common Stock price movement and dividends paid•3-yr ratable vesting |
90 percent of CEO Target Total Pay for 2025 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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