8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Nov 6, 2018)

Filed November 6, 2018For Securities:VLO

Summary

Valero Energy Corporation announced a planned leadership transition within its legal department. Effective January 1, 2019, Executive Vice President and General Counsel Jay D. Browning will retire after his tenure with the company. To succeed Mr. Browning, the board has appointed Jason W. Fraser, who currently holds the position of Senior Vice President & Counsel-Public Policy, Strategy & External Communications. Mr. Fraser brings extensive experience to the General Counsel role, with over 19 years at Valero, including significant responsibilities in public policy, strategic planning, investor relations, and external communications. His background also includes leadership roles in European commercial businesses and deputy general counsel experience. In connection with his appointment, Mr. Fraser will receive a base salary of $600,000, a bonus target of 80%, and grants of restricted and performance shares designed to align his compensation with Valero's long-term performance and shareholder value.

Key Highlights

  • 1Jay D. Browning, Executive Vice President and General Counsel, will retire effective January 1, 2019.
  • 2Jason W. Fraser has been elected as the new Executive Vice President and General Counsel, succeeding Mr. Browning.
  • 3Mr. Fraser has over 19 years of experience with Valero, holding various senior leadership roles.
  • 4His prior responsibilities included overseeing public policy, strategy, investor relations, and external communications.
  • 5Mr. Fraser's compensation package includes a base salary of $600,000, an 80% bonus target, and equity grants (restricted and performance shares).
  • 6The performance shares are tied to Valero's total shareholder return (TSR) relative to peers, with vesting potential up to 200% of the grant.
  • 7A Change of Control Severance Agreement has been put in place for Mr. Fraser.

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