Summary
Valero Energy Corporation (VLO) announced prospective changes to its executive compensation program, as approved by its Human Resources and Compensation Committee. These modifications aim to better align executive pay with company performance and incorporate feedback from shareholder engagement. Key adjustments include revisions to the peer group used for benchmarking compensation and modifications to the long-term incentive program, specifically concerning performance shares. The company is updating its compensation comparator group by removing Ford Motor Company and adding LyondellBasell Industries N.V., Raytheon Technologies Corporation, and Lockheed Martin Corporation. Additionally, LyondellBasell will be included in the performance peer group for measuring relative Total Stockholder Return (TSR). These changes, effective for future compensation decisions, are designed to reflect current industry dynamics and shareholder expectations for executive pay.
Key Highlights
- 1Valero's Compensation Committee approved prospective design modifications to its executive compensation program.
- 2The compensation comparator peer group is being revised to include LyondellBasell, Raytheon, and Lockheed Martin, while removing Ford.
- 3LyondellBasell will also be added to the performance peer group for measuring relative TSR.
- 4The target for relative TSR performance on performance shares will be raised from median (50th percentile) to above median.
- 5A cap will be implemented on performance share payouts at 100% of target if Valero's relative TSR is negative over the performance period.
- 6These changes reflect feedback received from shareholder engagement in 2022.
- 7The modifications will apply to future executive compensation determinations and grants of performance shares.