2026 Valero Report on Guiding Principles - Report - Page 52
Stockholder and Stakeholder Engagement
As a manufacturer that strives to help meet the challenge of supplying the world’s need for reliable and affordable
energy in an environmentally responsible manner, we understand the value in continually seeking, listening to and
acting upon the input of our stockholders and stakeholders. Therefore, we continually engage with our stockholders
and stakeholders, both large and small.
The robust engagement efforts we undertook over the course of 2025 and into 2026 before our Annual Meeting of
Stockholders consisted of the following:38
• Offering dialogue to our 100 largest stockholders;
• Engaging with stockholders that collectively held approximately 40% of our Common Stock; and
• Holding at least 75 different engagements with stockholders and proxy advisory 昀椀rms, several of which included
the participation of Board directors and/or members of our senior management team.
Executive Compensation39
Valero’s executive pay program is designed
to reward executives for superior company
performance. The program design emphasizes
variable incentive pay (delivered through annual
and long-term incentives) such that an executive’s
pay ultimately realized is signi昀椀cantly dependent
upon the achievement of both absolute and relative
performance measures.
Executive pay is aligned with company performance
and long-term stockholder value creation:
• Tight linkage of company performance and
executive pay.
• Alignment of interests of executives and
stockholders.
• Risk management and adoption of best
practices in executive pay.
• Balance of compensation over short- and longterm periods.
Signi昀椀cant 2025 Business and
Organizational Achievements
Related to Compensation Targets:39
• Earned the third highest adjusted earnings per
share ("EPS") in company history.
• Returned $4.0 billion to stockholders.
• Increased Valero’s dividend to $1.13 per share in
January 2025 (and again to $1.20 per share in
January 2026).
• Achieved Valero’s highest-ever re昀椀nery mechanical
availability, re昀椀ning throughput, and ethanol
production.
• Achieved second best-ever Tier 1 API Process Safety
performance in the re昀椀ning segment.
• Achieved best-ever company-wide environmental
performance and second best-ever re昀椀nery
environmental performance, each as measured
through our Environmental Scorecards Incidents
metric. 24
• Retention of top executive talent.
Awards
For the 10th consecutive year, Valero was named
among Extel’s “Most Honored Companies,”
based on results across several categories of
its 2025 All-America Executive Team rankings.
Out of over 1,400 companies receiving votes
across 44 sectors, less than 10% earned the “Most
Honored” distinction. The investment publication
determined the rankings from votes of over 3,800
investors and research analysts who evaluated
companies and executives.
52
Valero placed Top 3 overall
in the Integrated Oil sector
for the following:
• Best Company Board
• Best CEO
• Best CFO
• Best IR Program
• Best ESG Program
Valero received 1st place
overall in the Integrated
Oil sector for the
following:
• Best IR Team
• Best IR Professional
