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.

Frequently Asked Questions

Jason W. Fraser has been elected to succeed Jay D. Browning as Executive Vice President and General Counsel, effective January 1, 2019.

Mr. Fraser has over 19 years of experience with Valero. His recent roles have involved significant responsibilities in public policy, strategy, investor relations, and external communications. He has also served in leadership positions overseeing European commercial businesses and as deputy general counsel.

Effective January 1, 2019, Mr. Fraser will receive an annual base salary of $600,000 and has a 2019 bonus target percentage of 80%. He has also been granted 6,450 shares of restricted stock and 6,450 performance shares, with vesting tied to tenure and Valero's total shareholder return compared to its peers.

The Change of Control Severance Agreement is designed to protect Mr. Fraser's employment terms in the event of a change of control at Valero. It ensures that his employment terms will not be materially adversely affected for a fixed three-year period following such an event.