8-KLeadership ChangesRegulation FDExhibits & Filings

VALERO ENERGY CORP/TX 8-K Report, Executive Changes (Sep 19, 2025)

Filed September 19, 2025For Securities:VLO

Summary

Valero Energy Corporation (VLO) announced on September 19, 2025, a change to its Board of Directors. The board size was increased to 10 members with the election of Robert L. Reymond. Mr. Reymond has been appointed to serve on the Nominating and Corporate Governance Committee and is expected to stand for re-election at the 2026 annual meeting. This appointment is part of the company's ongoing governance and board composition strategies. As part of his appointment, Mr. Reymond will receive pro-rata compensation in line with Valero's non-employee director program. This includes an equity grant of 924 stock units vesting in one year and a pro-rata annual cash retainer of $97,500. These compensation arrangements are standard for new board members and reflect the company's commitment to attracting and retaining experienced leadership.

Key Highlights

  • 1Board size increased to 10 members.
  • 2Robert L. Reymond elected as a new independent director.
  • 3Mr. Reymond appointed to the Nominating and Corporate Governance Committee.
  • 4Director's initial term expires at the 2026 annual meeting.
  • 5Pro-rata equity grant of 924 stock units awarded to Mr. Reymond.
  • 6Pro-rata annual cash retainer of $97,500 granted to Mr. Reymond.
  • 7Information is furnished under Regulation FD and includes a press release as an exhibit.

Frequently Asked Questions

Robert L. Reymond has been elected as a new member of Valero's Board of Directors. The filing does not provide specific details about his background or the reasons for his appointment beyond his joining the Nominating and Corporate Governance Committee. Investors may find more information regarding his qualifications in Valero's proxy statements.

Mr. Reymond will receive compensation as part of Valero's non-employee director compensation program. This includes a pro-rata equity grant of 924 stock units that will vest in full on the first anniversary of the grant date, and a pro-rata annual cash retainer of $97,500.

The increase in board size to 10 members, with the addition of Mr. Reymond, suggests the board may be seeking to diversify its expertise or accommodate specific governance needs. It is a standard practice for companies to adjust board composition as part of their strategic and governance evolution.

The immediate financial impact is primarily related to the compensation awarded to Mr. Reymond, including the equity grant and cash retainer. These are outlined in the filing and are part of Valero's established director compensation policies. The impact is expected to be in line with standard compensation practices for board members.