8-KLeadership ChangesExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Jul 21, 2023)

Filed July 21, 2023For Securities:VLO

Summary

Valero Energy Corporation (VLO) announced a key executive promotion and associated compensation adjustments in a recent 8-K filing. Gary K. Simmons, previously Executive Vice President and Chief Commercial Officer, has been promoted to Executive Vice President and Chief Operating Officer, effective July 20, 2023. This move signifies a shift in operational leadership within the company. The compensation adjustments reflect the increased responsibilities of Mr. Simmons's new role. His annualized base salary has been raised to $900,000, and his long-term incentive (LTI) award target percentage has been significantly increased to 450% for the latter half of 2023. A transitional LTI award of approximately $802,188 was also granted to bridge the compensation difference due to the mid-year promotion, comprising both restricted and performance shares with terms aligned to previous grants. The bonus target percentage remains unchanged at 100%.

Key Highlights

  • 1Gary K. Simmons promoted to Executive Vice President and Chief Operating Officer, effective July 20, 2023.
  • 2Mr. Simmons's annualized base salary increased to $900,000.
  • 3Long-term incentive (LTI) award target percentage increased to 450% for the second half of 2023.
  • 4A transitional LTI award valued at $802,188 was granted to Mr. Simmons.
  • 5The transitional LTI award consists of 50% restricted shares and 50% performance shares.
  • 6Bonus target percentage remains at 100% of annualized salary.
  • 7Details on Mr. Simmons's compensation are consistent with previous disclosures and filings.

Frequently Asked Questions

Mr. Simmons's promotion from Chief Commercial Officer to Chief Operating Officer indicates a significant expansion of his responsibilities, placing him in a more central role within Valero's operational management. This signals a potential focus on operational efficiency and execution moving forward.

His annualized base salary has increased to $900,000. Additionally, his long-term incentive (LTI) target percentage has risen substantially to 450% for the remainder of 2023. A transitional LTI award of approximately $802,188 was also granted to compensate for the mid-year increase in responsibility and LTI target.

The transitional LTI award granted to Mr. Simmons consists of 50% restricted shares and 50% performance shares. The number of shares was determined based on Valero's average closing stock price over a specific 15-day trading period. The vesting and performance conditions for these awards are aligned with his prior LTI grants.

No, there are no changes to Mr. Simmons's bonus target percentage, which remains at 100%. This bonus will be calculated based on his annualized salary, taking into account the blended salary rate for the first and second halves of 2023.