8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Mar 4, 2014)

Filed March 4, 2014For Securities:VLO

Summary

Valero Energy Corporation (VLO) has announced significant leadership changes through an 8-K filing dated March 4, 2014. Effective May 1, 2014, current CEO William R. Klesse will retire from his CEO role but will continue as Chairman of the Board. Joseph W. Gorder, currently President and Chief Operating Officer, has been elected as the new Chief Executive Officer and also appointed to the Board of Directors. In addition to the CEO transition, Valero has promoted three other key executives to Executive Vice President roles, effective May 1, 2014. These promotions include Jay D. Browning as Executive Vice President and General Counsel, R. Michael Crownover as Executive Vice President and Chief Administrative Officer, and R. Lane Riggs as Executive Vice President of Refining Operations and Engineering. The filing also discloses the new annual base salaries for these individuals effective from the transition date.

Key Highlights

  • 1William R. Klesse to retire as CEO on May 1, 2014, but will remain Chairman of the Board.
  • 2Joseph W. Gorder, current President and COO, elected as new CEO effective May 1, 2014.
  • 3Joseph W. Gorder also appointed to the Board of Directors as of February 27, 2014.
  • 4Three key executives promoted to Executive Vice President roles effective May 1, 2014: Jay D. Browning (General Counsel), R. Michael Crownover (Chief Administrative Officer), and R. Lane Riggs (Refining Operations and Engineering).
  • 5The filing provides new annual base salaries for the incoming CEO and the promoted EVPs, effective May 1, 2014.
  • 6No family relationships exist between the newly appointed or promoted officers and any other director or executive officer.
  • 7No specific arrangements or understandings were disclosed regarding the election of Mr. Gorder as CEO or director.

Frequently Asked Questions

The most significant leadership change is the retirement of William R. Klesse as CEO on May 1, 2014, while he remains Chairman of the Board. Joseph W. Gorder, currently President and COO, will assume the CEO role and join the Board. Additionally, three other executives have been promoted to Executive Vice President positions.

Joseph W. Gorder will succeed Mr. Klesse as CEO. Mr. Gorder currently serves as Valero's President and Chief Operating Officer and has a background in refining operations, commercial operations, marketing, supply, transportation, and corporate development, including leadership roles in European operations.

Effective May 1, 2014, the approved annual base salaries are: Joseph W. Gorder - $1,250,000; R. Lane Riggs - $575,000; Jay D. Browning - $550,000; and R. Michael Crownover - $525,000. Mr. Klesse's salary as Chairman will be $950,000.

The filing states that there are no arrangements or understandings between Mr. Gorder and any other person regarding his election as CEO or director. Similarly, no such arrangements were disclosed for the promotions of Messrs. Browning, Crownover, or Riggs.