Summary
Valero Energy Corporation (VLO) filed an 8-K on November 18, 2010, primarily announcing the retirement of its Executive Vice President and Chief Operating Officer, Richard J. Marcogliese, effective at year-end 2010. This change in senior leadership may impact operational oversight and strategic direction, and investors should monitor any subsequent appointments. Additionally, the filing details new compensatory arrangements approved by the board for named executive officers, excluding Mr. Marcogliese. These arrangements include grants of stock options, restricted shares, and performance shares under the 2005 Omnibus Stock Incentive Plan. The vesting of these awards is tied to both time and, in the case of performance shares and a portion of restricted shares, specific company performance metrics, notably a $40.00 NYSE closing price for five consecutive trading days for accelerated restricted share vesting.
Key Highlights
- 1Retirement of Richard J. Marcogliese, Executive Vice President and Chief Operating Officer, at the end of 2010.
- 2Approval of stock options, restricted shares, and performance shares for named executive officers (excluding Mr. Marcogliese) under the 2005 Omnibus Stock Incentive Plan.
- 3Stock options vest over three years starting November 17, 2011, and expire in 10 years.
- 4Restricted shares vest over three years starting November 17, 2011.
- 5A portion of restricted shares can vest early if the stock price reaches $40.00 for five consecutive trading days.
- 6Performance shares vest in three annual increments starting January 2012, with payout ranging from 0% to 200% based on company performance.
- 7Specific grants to CEO William R. Klesse included a significant number of stock options, restricted shares, and performance shares.