8-KLeadership ChangesOther EventsExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Jun 22, 2020)

Filed June 22, 2020For Securities:VLO

Summary

Valero Energy Corporation (VLO) announced a significant leadership transition within its finance department via an 8-K filing on June 22, 2020. Effective July 15, 2020, Jason Fraser, previously Executive Vice President and General Counsel, will assume the role of Executive Vice President and Chief Financial Officer (CFO). This appointment brings Fraser, who has a long history with the company since 1999 and diverse leadership experience across various functions including legal, strategic planning, and European operations, into a key financial leadership position. He will also serve as the Principal Financial Officer and Principal Accounting Officer. This change comes as Donna Titzman steps down as CFO. She will remain with the company for a transitional period. In connection with her departure, Ms. Titzman will receive a severance package totaling $5,087,320 upon cessation of her employment, subject to entering into a separation agreement. Mr. Fraser's new role comes with a compensation adjustment, including an increased base salary, a higher target for long-term incentives, and a one-time restricted stock award.

Key Highlights

  • 1Jason Fraser appointed as Executive Vice President and Chief Financial Officer, effective July 15, 2020.
  • 2Fraser's extensive experience within Valero, dating back to 1999, includes roles in legal, strategic planning, and international operations.
  • 3Donna Titzman will transition out of her CFO role, remaining for a limited period to ensure a smooth handover.
  • 4Ms. Titzman is set to receive a separation payment of approximately $5.1 million, contingent on signing a separation agreement.
  • 5Mr. Fraser's compensation package for the new role includes a base salary of $750,000, a target long-term incentive of 375%, and a $181,250 restricted stock award.
  • 6Fraser will assume responsibilities as the Principal Financial Officer and Principal Accounting Officer upon his CFO appointment.

Frequently Asked Questions

This 8-K filing primarily announces a change in Valero's Chief Financial Officer (CFO) position. Jason Fraser is appointed as the new CFO, succeeding Donna Titzman.

Jason Fraser, age 52, has a long tenure with Valero, starting in 1999. He has held various leadership positions, including Executive Vice President and General Counsel, Senior Vice President overseeing Public Policy and Investor Relations, and Vice President of European operations. His extensive experience covers legal, strategic planning, and commercial aspects of the business.

For the company, the key financial implications involve the compensation adjustments for Mr. Fraser in his new role and the severance package for Ms. Titzman. Mr. Fraser's new role includes an increased base salary, a higher target for long-term incentives, and a stock award. Ms. Titzman will receive a lump sum cash payment of approximately $5.1 million as part of her separation agreement.

Jason Fraser's appointment as CFO is effective July 15, 2020. Donna Titzman will continue as CFO until that date and will remain with the company for a transitional period thereafter.