2026 Annual Report 2026 Proxy Statement and Annual Report on Form 10-K

2026 Notice of Annual Meeting of Stockholders

PROXY STATEMENT & ANNUAL REPORT ON FORM 10-K

Notice of 2026 Annual Meeting of Stockholders

Jude A. Dworaczyk

Corporate Secretary and SEC Counsel

By order of the Board of Directors,

Valero Energy Corporation

One Valero Way

San Antonio, Texas 78249 March 19, 2026

(4) Other matters, if any, properly brought before the

meeting

p.78

FOR

(3) Ratify KPMG LLP as independent auditor

p.77

FOR

(2) Advisory vote to approve 2025 executive compensation

p.2

FOR

each director nominee

(1) Elect directors

Proxy

Statement Disclosure Begins on

Board

Recommendation

Voting Matters

The purpose of the annual meeting is to consider and vote on the following:

The 2026 annual meeting of stockholders of Valero Energy Corporation is scheduled to be held in a virtual format as

follows:

RECORD DATE:

March 11, 2026 (close of business)

MEETING SITE:

https://www.virtualshareholdermeeting.com/VLO2026

MEETING DATE & TIME:

Thursday, May 7, 2026 11 a.m., Central Time

INTENTIONALLY LEFT BLANK

About This Proxy Statement

Policies and Procedures

This proxy statement includes statements regarding various policies, standards, approaches, methodologies, procedures, processes, strategies, programs, initiatives, assessments, technologies, practices, metrics, and similar measures related to our sustainability and climate-related data, disclosures, targets, actions, performance, and compliance systems (collectively, "Policies and Procedures"). References to Policies and Procedures in this proxy statement do not represent guarantees or promises about their efficacy or continued implementation or use, or any assurance that any such Policies and Procedures will apply in every case. While we believe that our Policies and Procedures reflect our business strategy and are reasonable at the time made or used, as our business or applicable methodologies, standards, or regulations develop and evolve, we may revise or cease reporting or using certain Policies and Procedures if we determine that they are no longer appropriate, or we are otherwise required to do so. Such Policies and Procedures are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, and there may be circumstances, factors, or considerations that may cause different implementation thereof, revised or discontinued use thereof, or exceptions in specific instances.

Cautionary Statement Concerning Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, but not limited to, statements about Policies and Procedures. You can identify forward-looking statements by words such as "should," "strive," "pursue," "potential," "committed," "advancing," "developing," "evaluating," "intend," "anticipate," "forecast," "on track," "would," "continue," "aimed," "considering," "poised," "focused," "opportunity," "scheduled," "believe," "estimate," "expect," "seek," "could," "may," "target," "goal," "aspiration," "plan," and other similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements in this proxy statement also include those related to our publicly disclosed target regarding greenhouse gas ("GHG") emissions reductions/displacements, expectations related to our low-carbon fuels strategy and businesses, outcomes from compensation incentives, and our board of directors composition, leadership, and oversight structure, expected timing of completion, cost, and performance of projects and strategic actions, future market, regulatory, and industry conditions, future capital allocation decisions, future operating and financial performance, expected timing or issuance of future disclosures, future production and manufacturing ability and size, and management of risks and uncertainties, among other matters. It is important to note that actual results could differ materially from those expressed, suggested, or forecasted in any forward-looking statements based on numerous factors, including those outside of our control, such as legislative or political changes or developments, market dynamics, cyberattacks, weather events, and other matters affecting our operations, financial performance, or the demand for our products. These factors also include, but are not limited to, the uncertainties that remain with respect to current or contemplated legal, political, or regulatory developments that are adverse to or restrict refining and marketing operations, that impose taxes or penalties on profits, windfalls, or margins, or require certain disclosures, global geopolitical and other conflicts and tensions, the impact of inflation on margins and costs, economic activity levels, tariffs, duties, sanctions, and other trade restrictions, and the adverse effects the foregoing may have on our business plan, strategy, operations, and financial performance. When considering these forward-looking statements, you should also consider the risk factors and other cautionary statements contained in our annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC") and available on our website noted under "Available Information" below (under Investors > Financials > SEC filings). These risks could cause actual performance, results, and Policies and Procedures to differ materially from those expressed, suggested, or forecasted in any forward-looking statement. Such forward-looking statements speak only as of the date they are made and we do not intend to update these statements unless we are required by applicable securities laws to do so.

Available Information

Our website address is https://www.valero.com. This proxy statement references various disclosures and documents regarding various sustainability, climate, governance, compliance, and compensation matters, as well as certain third-party conclusions, reports, and data. Many of these and other disclosures and documents, such as our 2025 Report on Guiding Principles (previously our Environmental, Social, and Governance ("ESG") report), information regarding our GHG emissions reductions/displacements, independent assurance, verifications, and validations, compensation and benefits agreements, plans, and policies, and our political activities are published on our website (under Investors > Governance & Engagement). These and any other disclosures and documents available on our website (regardless of the location), as well as those referenced elsewhere herein, are not themselves part of this proxy statement, are not "soliciting material," are not deemed filed with the SEC, and are not to be incorporated by reference into any of our filings with the SEC (including this proxy statement), whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein, unless specifically identified in such filing as being incorporated by reference in such filing. Third-party conclusions, reports, and data discussed in this proxy statement reflect the modeling, beliefs, assumptions, and outputs of their respective authors, not us, and their use, reference to, or inclusion herein is not an endorsement by us thereof. Any reference to our support of, alignment with, work with, or collaboration with a third party within this proxy statement does not constitute or imply an endorsement by us of any or all of the positions or activities of such third party. References to website URLs are intended to be inactive textual references only. Certain disclosures herein represent our good faith effort to address an array of broadly defined topics related to sustainability, climate, governance, compliance, and compensation of interest to certain stakeholders, and the inclusion herein or reference thereto is not necessarily an indication that such information, or related statements or matters, are material to investors or are required to be disclosed in our filings or reports with the SEC.

Table of Contents

Our Board is soliciting proxies to be voted at our annual meeting of stockholders to be held on May 7, 2026 (the "Annual Meeting"). The accompanying notice describes the time, place, and purpose of the Annual Meeting. Action may be taken at the Annual Meeting or on any date to which the meeting may be adjourned. Unless otherwise indicated, the terms "Valero," "we," "our," and "us" in this proxy statement may refer to Valero Energy Corporation, to one or more of our consolidated subsidiaries and/or consolidated joint ventures, or to all of them taken as a whole. "Board" means our board of directors. Holders of record of our common stock, par value $0.01 ("Common Stock" or "Valero Common Stock"), at the close of business on March 11, 2026 (the "Record Date") are entitled to vote on the matters presented at the Annual Meeting. Our Common Stock trades on the New York Stock Exchange (the "NYSE") under the trading symbol "VLO." Our proxy materials are first being sent or made available on or about March 19, 2026, to stockholders entitled to vote at the Annual Meeting. See also "2026 Annual Meeting of Stockholders-Important Voting and Meeting Information."

Below is an overview of our risk management and oversight structure. The risk management and key functions and areas of oversight and responsibility of our Board and its committees are discussed further under "How Our Board is Structured, Governed, and Operates" and "Additional Information-Board Independence, Related Party Matters, and Beneficial Ownership" below.

(ITEM 1 ON THE PROXY CARD)

The Board recommends that Valero's stockholders vote "FOR" each director nominee

Annual Election/Non-Classified Board. We do not have a classified Board. Each of our continuing directors stands for election every year at the annual meeting of stockholders. If elected at the Annual Meeting, all of the nominees listed below will serve as director for a one-year term expiring at the 2027 annual meeting of stockholders.

Majority Voting, General Effect of the Vote, and Proxies. Under our bylaws, each director is to be elected at the Annual Meeting by the vote of the majority of the votes cast at the Annual Meeting. For this purpose, a "majority of the votes cast" means that the number of shares voted "for" a director's election exceeds 50 percent of the number of votes cast with respect to that director's election. Votes "cast" exclude abstentions. If any nominee is unavailable as a candidate at the time of the Annual Meeting, either the number of directors constituting the full Board will be reduced to eliminate the resulting vacancy, or, to the extent permissible, the persons named as proxies in the proxy card will use their best judgment in voting such proxies at the Annual Meeting for any available nominee. See "2026 Annual Meeting of Stockholders-Important Voting and Meeting Information" below for additional information, including with respect to the voting standard, the general effect of the vote, and proxies.

Information Concerning Our Director Nominees. The Board (upon recommendation from the Nominating and Corporate Governance Committee) has nominated the 10 individuals listed below in this "Proposal No. 1-Election of directors" for election as a director at the Annual Meeting. There is no family relationship between any of our executive officers, directors, or director nominees. There is no arrangement or understanding between any director or any other person pursuant to which the director was or is to be selected as a director or nominee. Proxies cannot be voted for a greater number of persons than the number of nominees named. Additional information with respect to such nominees is set forth or referenced below in this "Proposal No. 1-Election of directors." Age and tenure data below are as of December 31, 2025.

Summary of Each Director Nominee's Skills, Experience, and Attributes

Diaz Eberhart Ffolkes Greene Majoras Mullins Reymond Riggs

Weisenburger Wilkins

TOTAL

The table below provides a summary of certain competencies and attributes of the director nominees and the reason such competencies are important to Valero and in selecting each director nominee. The lack of an indicator for an item does not mean that the director does not possess that skill or experience. Rather, the indicator represents that the item is a key skill and experience that the director brings to the Board. The backgrounds, skills, experience, and other attributes of our director nominees are further described in the nominees' respective biographies set forth under "Nominees" below and informed the Board in its decision to nominate such individuals as director nominees for the Annual Meeting.

SKILLS, EXPERIENCE, AND ATTRIBUTES

adds to the Board's leadership ability and understanding of operations and strategy

is important in assessing and managing the risks and opportunities our business faces

on providing safe and responsible operations allocation, and financial risks and strategy

development, retention, compensation, and employee initiatives and strategies and long-term value, while also facilitating strong Board performance

face, and is valuable to maintaining our license to operate and IT risks and opportunities we face

and global markets and dynamics

public policy matters, and supports our commitment to compliance, ethics, and integrity contributes to the identification, assessment, and prioritization of the risks we face represents directors who are independent under SEC and NYSE standards

6

6

2

3

Men

Women

White

Black/African

Hispanic

50s

60s

70s

< 6 7-10

11-15

American

/Latino

Years Years Tenure

Nominees

FRED M. DIAZ

Featured experience, qualifications, and attributes:

• GLOBAL BUSINESS, AUTO INDUSTRY, AND RISK MANAGEMENT - experience as President, Chief Executive Officer and Chairman of the Board of Directors of Mitsubishi Motors North America, Inc. from April 2018 to April 2020 (when he retired), and as General Manager, Performance Optimization Global Marketing and Sales of Mitsubishi Motors Corporation in Tokyo, Japan from July 2017 to April 2018. From April 2013 to July 2017, Mr. Diaz served in a number of roles for Nissan Motor Corporation, including Division Vice President & General Manager - North American Trucks and

  Age: 60

  Director Since: 2021 Committee: Audit Independent

  Age: 72

  Director Since: 2016

  Committees: Audit (Chair); and Sustainability and Public Policy

  Independent Lead Director

  Light Commercial Vehicles, Sr. Vice President Sales & Marketing and Operations, and Division Vice President, Sales & Marketing and Parts & Service. Mr. Diaz also served in several roles for Fiat Chrysler Automobiles (FCA) from 2004 to April 2013, including President and CEO of the Ram Truck Brand, President and CEO of Chrysler Mexico, Head of National Sales, Regional Managing Director of the Denver Business Center, and Director of Dodge Brand Marketing Communications.

• SUSTAINABILITY AND HUMAN CAPITAL MANAGEMENT - experience through his leadership and management roles in the auto sector noted above, his current service on the boards of other public companies, including a company focused on designing and developing an electric taxi aircraft (Archer Aviation Inc.), and his current service as a member of sustainability, human resources, audit, and compensation committees for the public companies listed below.

• FINANCE AND ACCOUNTING - expertise through his experience noted above as CEO for several companies in the auto sector, where the understanding of and accountability for accurate financial statements and reporting was crucial, and his audit committee service noted above.

• GOVERNANCE - experience through his board and executive roles noted above, and his service as a Board Director Member of the Latino Corporate Directors Association (LCDA), and a National Association of Corporate Directors (NACD) Full Board Member and Certified Board Leadership Fellow.

  Other public company boards (current): Archer Aviation Inc., SiteOne Landscape Supply, Inc. (f/k/a John Deere Landscapes LLC), and Smith & Wesson Brands, Inc.

  Prior public company boards (last five years): None

  
  
  

  H. PAULETT EBERHART

  Featured experience, qualifications, and attributes:

• GLOBAL BUSINESS LEADERSHIP AND GOVERNANCE - experience as Board Chair and CEO of HMS Ventures (since 2014), a privately held business involved with technology services and the acquisition and management of real estate. From 2011 through March 2014, she served as President and CEO of CDI Corp., a provider of engineering and IT outsourcing and professional staffing services that was then a public company. She served as a consultant to CDI Corp. from April 2014 to December 2014, and as Board Chair and CEO of HMS Ventures from January 2009 to January 2011. Prior to that, she served as President and CEO at Invensys Process Systems, Inc. ("Invensys"), a process automation company (2007 to 2009), and had an extensive career at Electronic Data Systems Corporation ("EDS") (1978 to 2004), an IT and business process outsourcing company, where she was President of Americas (2003 to March 2004), and President of Solutions Consulting (2002 to 2003). While at Invensys and EDS, she led businesses with clients across the globe.

• CYBERSECURITY/IT, FINANCE, AND ACCOUNTING - strong knowledge of the intersection of technology, data, and finance from over four decades of experience in various executive, financial, and operational roles in the technology services and IT sectors noted above, and her current board and audit committee service at KORE Group Holdings, Inc. ("KORE"), a public company focused on Internet of Things solutions, and LPL Financial Holdings Inc. ("LPL"), a public company focused on the financial advisor-mediated marketplace. She is also a Certified Public Accountant.

• ENERGY INDUSTRY AND SUSTAINABILITY - experience from over a decade of board service in the energy industry, including her former service on the boards of Anadarko Petroleum Corporation ("Anadarko"), Vine Energy Inc. ("Vine"), Cameron International Corporation, and Jonah Energy LLC.

• COMPLIANCE, RISK MANAGEMENT, HSE, AND HUMAN CAPITAL MANAGEMENT - expertise

through her leadership experience noted above, her current and prior service on the boards of other public companies, including her current service as a member of the compensation committees of Fluor Corporation ("Fluor") and LPL, the commercial strategies and operational risk committee of Fluor, the audit committee of KORE, and the audit and risk committee of LPL, which she chairs. She previously chaired the HSE committee of Vine, and the governance and risk committee of Anadarko (committee responsibilities included HSE oversight), and was also the lead director of Anadarko.

Other public company boards (current): Fluor, KORE, and LPL

Prior public company boards (last five years): Vine

Age: 54

Director Since: 2022

Committee: Nominating and Corporate Governance

Independent

Age: 59

Director Since: 2016

Committees: Nominating and Corporate Governance (Chair); and Sustainability and Public Policy

Independent

MARIE A. FFOLKES

Featured experience, qualifications, and attributes:

• GLOBAL BUSINESS LEADERSHIP - expertise as a current managing partner at GenNx360 Capital Partners, a private equity firm (since October 2023). Previously, she served as CEO of Axxelist LLC, a technology real estate company she founded (from December 2021 to December 2023), and as CEO of TriMark USA, LLC ("TriMark") (from January 2020 to December 2021). She was born in Jamaica and has lived and worked in Brazil, China, France, Japan, Korea, Brussels, the United Kingdom (the "U.K."), and the U.S.

• INDUSTRIAL GAS, AUTO INDUSTRY, HSE, AND CYBERSECURITY/IT - expertise through her

  experience as President, Industrial Gases, Americas of Air Products & Chemicals, Inc. ("Air Products") from May 2015 to January 2020. From 2011 to May 2015, she served in various executive and senior leadership roles at Tenneco, Inc., including in its group responsible for providing clean air and ride performance products and systems for auto original equipment markets. From 2003 to 2011, she served in various senior leadership roles at Johnson Controls International plc. While at Air Products, she implemented SAP ERP and cybersecurity, and at TriMark, she expanded and deployed enterprise risk management policies to provide oversight on financial, cybersecurity, and regulatory frameworks.

• SUSTAINABILITY - expertise through her former service as an appointed member of the Hydrogen and Fuel Cell Technical Advisory Committee, which was established to advise the U.S. Secretary of Energy on the U.S. Department of Energy's hydrogen research, development, and demonstration efforts. While at Air Products, she also attracted business-to-business customers through innovation in sustainable products and programs, such as renewable fuels, hydrogen fueling, carbon sequestration, and with respect to renewables and carbon-emissions regulations, to achieve better outcomes for environmental sustainability.

• GOVERNANCE AND HUMAN CAPITAL MANAGEMENT - expertise through her leadership experience noted above, and her current service on the board of Masco Corporation, a public global manufacturing company, where she formerly served on the compensation and talent management committee, and currently serves as chair of the corporate governance and nominating committee. She also serves on the Global Advisory Board of the Jerome A. Chazen Institute for Global Business at Columbia Business School.

  Other public company boards: Masco Corporation

  Prior public company boards (last five years): None

  KIMBERLY S. GREENE

  Featured experience, qualifications, and attributes:

• ENERGY BUSINESS LEADERSHIP - experience as Board Chair, CEO, and President of Georgia Power Company (since March 31, 2023), and as Board Chair, CEO, and President of Southern Company Gas (from June 2018 to March 30, 2023). She served as Executive Vice President and Chief Operating Officer of the Southern Company from 2014 to May 2018. Prior to that, she was President and CEO of Southern Company Services, Inc. From 2007 to 2013, Ms. Greene served in executive roles with the Tennessee Valley Authority ("TVA"), including Chief Financial Officer, Chief Generation Officer, and Group President, Strategy and External Relations.

• SUSTAINABILITY, HSE, AND CYBERSECURITY/IT - expertise through her various leadership and management roles in the natural gas and utilities sector noted above, including on issues related to safety, emerging technologies, innovation, and STEM-related education, her involvement with various renewables projects and technologies at Southern Company and its affiliates, and through her former service on the boards of the American Gas Association (an organization committed to reducing GHG emissions through innovation, infrastructure, and technologies) and the Gas Technology Institute (an organization focused on advancing decarbonization solutions). Ms. Greene also previously served as an Oil & Natural Gas Liaison Co-Lead for the Electric Subsector Coordinating Council, which is the principal liaison between the U.S. federal government and the energy sector concerning national-level disasters or threats to critical infrastructure (including cybersecurity).

• FINANCE, RISK MANAGEMENT, COMPLIANCE, AND REGULATORY - experience through her leadership roles at Southern Company and its affiliates and the TVA noted above.

• GOVERNANCE AND HUMAN CAPITAL MANAGEMENT - experience through her leadership roles noted above, where she has been intimately involved in governance matters, succession planning, talent and leadership development, retention, compensation, and diversity and inclusion initiatives and strategies. She serves on the boards of the Atlanta Committee for Progress, Metro Atlanta Chamber of Commerce, Georgia Research Alliance, Nuclear Electric Insurance Limited, Children's Healthcare of Atlanta, Georgia Historical Society, and Woodruff Arts Center, and as a member of the Rotary Club of Atlanta.

  Other current or prior public company boards (last five years): None

  
  
  

  Age: 62

  Director Since: 2012

  Committees: Sustainability and Public Policy (Chair); and Nominating and Corporate Governance

  Independent

  
  
  

  Age: 63

  Director Since: 2020

  Committees: Audit; and Human Resources and Compensation

  Independent

  DEBORAH P. MAJORAS

  Featured experience, qualifications, and attributes:

• GLOBAL BUSINESS LEADERSHIP AND SUSTAINABILITY - experience as a board member of American Express Company ("AMEX") (since July 2022), a public globally integrated payments company, and as a non-executive director of the Brunswick Group (since September 2023), a strategic advisory firm focused on critical issues and stakeholders at the center of business, politics, and society. From July 2022 to September 2022 (when she retired), she was President and Advisor to the CEO at The Procter & Gamble Company ("P&G"). She previously served as Chief Legal Officer and Secretary of P&G (from 2010 to July 2022), and joined P&G as Senior Vice President and General Counsel in 2008. While at P&G she served on P&G's Global Leadership Council and its ESG Executive Council, and co-created and co-ran P&G's "Citizenship" program, which was the precursor to ESG at P&G.

• GOVERNMENT, REGULATORY, ENERGY INDUSTRY, AND CYBERSECURITY/IT - experience

  through her leadership roles and experience at P&G noted above and in private practice, her experience as Chair of the U.S. Federal Trade Commission ("FTC") from 2004 until 2008, and her service as Deputy Assistant Attorney General in the U.S. Department of Justice ("DOJ"), Antitrust Division, from 2001 to 2004. While Chair of the FTC, she gained experience in areas such as oil and gasoline markets, intellectual property, data security, and protecting consumers from cyber and IT risks, such as identity theft, spyware, and deceptive spam. While at the DOJ, she oversaw matters across a range of industries, including software, financial networks, media and entertainment, and industrial equipment. She joined the Jones Day law firm in 1991 and became a partner in 1999.

• HUMAN CAPITAL MANAGEMENT - experience through her business leadership experience at P&G noted above, where she oversaw a global legal group of over 500 people, served on P&G's Equality & Inclusion Council, and created and led P&G's post-COVID-19 employee well-being program. She also managed over 1,000 employees while Chair of the FTC, supervised and managed hundreds of lawyers and other individuals during her service with the DOJ noted above, and previously served on the board of the Leadership Council on Legal Diversity.

• GOVERNANCE AND RISK MANAGEMENT - experience through her leadership roles noted above, including her current role as a non-executive director of the Brunswick Group, her current board and committee service at AMEX, where she serves on the nominating, governance and public responsibility committee and the risk committee, and her current service on the boards of the Ladies Professional Golf Association, the First Tee Foundation, the University of Virginia Law School Foundation, and Westminster College.

  Other public company boards (current): AMEX

  Prior public company boards (last five years): None

  ERIC D. MULLINS

  Featured experience, qualifications, and attributes:

• ENERGY BUSINESS LEADERSHIP - experience as Chairman and CEO of Lime Rock Resources, a company that he co-founded in 2005, which acquires, operates, and improves lower-risk oil and natural gas properties. Mr. Mullins oversees all strategic, financial, and operational aspects of the Lime Rock Resources funds. From May 2011 through October 2015, he also served as the Co-Chief Executive Officer and Chairman of the Board of Directors of LRE GP, LLC, the general partner of LRR Energy, L.P., an oil and natural gas company.

• FINANCE AND ACCOUNTING - expertise as a former Managing Director in the Investment Banking Division of Goldman Sachs, where he led numerous financing, structuring, and strategic advisory transactions in the division's Natural Resources Group. He also served as chair of the audit committee of Anadarko and on the audit committees of PG&E Corporation ("PG&E") and ConocoPhillips.

• SUSTAINABILITY, HSE, AND RISK MANAGEMENT - experience through his role as Chairman and CEO of Lime Rock Resources, where he has responsibility for the company's ESG efforts, with focus areas including reducing GHG emissions related to the company's day-to-day operations, eliminating natural gas flaring and methane leaks, plugging and abandoning of non-producing wells, and reducing spills in and around operating sites. He also has experience through his leadership roles discussed above, his former service as chair of the public policy and sustainability committee of ConocoPhillips, and his former service on the safety and nuclear oversight committee of PG&E.

• GOVERNANCE - expertise through his leadership experience noted above, his former service on other public company boards, and his current service on the board of trustees of the Baylor College of Medicine and the Wheeler Avenue Baptist Church, and on the board of directors of the Greater Houston Partnership.

  Other public company boards (current): None

  Prior public company boards (last five years): ConocoPhillips

  
  
  

  Age: 60

  Director Since: 2025

  Committee: Nominating and Corporate Governance

  Independent

  
  
  

  Age: 60

  Director Since: 2023

  Chairman, Chief Executive Officer and President

  ROBERT L. REYMOND

  Featured experience, qualifications, and attributes:

• GLOBAL ENERGY BUSINESS LEADERSHIP - experience through his more than 25-year career at Burns & McDonnell, Inc. ("Burns & McDonnell"), a privately held full-service engineering, architecture, construction, environmental, and consulting solutions firm with global operations. He served as Chief Operating Officer of the Energy Group of Burns & McDonnell (from January 2024 until his retirement at the end of 2024), and prior to that he served as President, Oil, Gas & Chemical (from 2015 until January 2024) and held several other leadership roles where he led some of the firm's largest and most complex energy projects. He also previously served on the boards of Burns & McDonnell (from January 2018 until the end of 2024) and Houston Wire and Cable Company, a former publicly traded provider of industrial products targeting markets such as utilities, infrastructure, and oil and gas.

• REFINING AND MARKETING, HSE, REGULATORY, AND RISK MANAGEMENT - experience

  through his leadership roles at Burns & McDonnell noted above, where he oversaw the firm's oil, gas, and chemicals businesses for nearly a decade and gained extensive experience in managing complex engineering and construction projects across multiple segments of the energy industry, including refining, low-carbon fuels, midstream and logistics, chemicals, and power.

• SUSTAINABILITY - experience from his oversight of Burns & McDonnell's oil, gas, and chemicals businesses noted above, which also provided services for renewable diesel and low-carbon fuels projects, and areas such as carbon capture and sequestration, advanced recycling, hydrogen and ammonia, and wastewater. Mr. Reymond also founded Burns & McDonnell's nuclear business and was previously an officer in the U.S. Navy's nuclear power program.

• GOVERNANCE AND HUMAN CAPITAL MANAGEMENT - experience from his leadership experience discussed above, his previous service on the board of Houston Wire and Cable Company, including as a member of its audit committee and strategy and operations committee, and his current service as Chairman of the Veterans Community Project.

  Other current or prior public company boards (last five years): None

  R. LANE RIGGS

  Featured experience, qualifications, and attributes:

• GLOBAL ENERGY BUSINESS LEADERSHIP AND GOVERNANCE - experience through his service as Valero's Chairman (since the close of business on December 31, 2024), CEO and President and a member of the Board (since the close of business on June 30, 2023), President and Chief Operating Officer (from January 23, 2020 through June 30, 2023), where his responsibilities included refining, logistics, and low-carbon fuels operations, Executive Vice President and Chief Operating Officer, his extensive experience in global commodity markets while leading Valero's supply optimization and crude and feedstock supply groups, and the other roles he has held with Valero noted below. He also previously served on the board of the general partner of Valero Energy Partners LP, a former public midstream and logistics focused master limited partnership, and on the board of Valero's renewable diesel joint venture. As a key member of Valero's management team, Mr. Riggs has long played a vital role in developing and implementing the strategies that Valero has steadfastly executed for over a decade, which have been pivotal to Valero's ability to provide peer-leading performance and stockholder returns.

• REFINING AND MARKETING, HSE, REGULATORY, AND RISK MANAGEMENT - experience

  through his decades of service at Valero, where he began his career as a Process Engineer at Valero's McKee refinery, and subsequently held numerous leadership positions overseeing refining operations, supply optimization and crude and feedstock supply, and planning and economics, before becoming Valero's CEO and President. Additionally, under Mr. Riggs' leadership as Chief Operating Officer noted above, Valero's refining operations dramatically improved in safety, reliability, cost management, and environmental measures.

• HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY - experience through his various leadership roles at Valero and its renewable diesel joint venture noted above. As Valero's President and Chief Operating Officer, his responsibilities included low-carbon fuels operations and the oversight of our renewable diesel expansion project in St. Charles, Louisiana, and the construction of our renewable diesel plant in Port Arthur, Texas. He has also been intimately involved in the strategic planning and capital decisions involving Valero's low-carbon fuels businesses.

  Other current or prior public company boards (last five years): None

  
  
  

  Age: 67

  Director Since: 2011

  Committee: Human Resources and Compensation

  Independent

  
  
  

  Age: 74

  Director Since: 2011

  Committees: Human Resources and Compensation (Chair); and Sustainability and Public Policy

  Independent

  RANDALL J. WEISENBURGER

  Featured experience, qualifications, and attributes:

• GLOBAL BUSINESS LEADERSHIP, FINANCE, AND ACCOUNTING - expertise as the managing member of Mile 26 Capital, LLC, an investment fund based in Greenwich, Connecticut (since 2014), and his service from 1998 through 2014 as Executive Vice President and CFO of Omnicom Group Inc. ("Omnicom"), a public global media, marketing, and communications company. Prior to joining Omnicom, he was a founding member of Wasserstein Perella and a former member of First Boston Corporation. At Wasserstein Perella, he specialized in private equity investing and leveraged acquisitions, and in 1993, he became President and CEO of the firm's private equity subsidiary. He also held various roles within Wasserstein Perella's portfolio companies including, among others, Vice Chairman of Maybelline Inc. and Chairman of American Law Media.

• SUSTAINABILITY, HSE, AND CYBERSECURITY/IT - experience through his current service and leadership positions on the board of MP Materials Corp. ("MP Materials"), a public company that produces specialty materials that are vital inputs for electrification and other advanced technologies, and states that it currently owns and operates the only rare earth mining and processing site of scale in North America. He currently serves as chair of MP Materials' audit committee (which oversees ESG and cybersecurity), chair of Corsair Gaming, Inc.'s ("Corsair Gaming") audit committee (which oversees cybersecurity), and as a member of the health, environmental, safety & security committee of Carnival Corporation and Carnival plc ("Carnival") (which oversees sustainability). Additionally, during his service as CFO of Omnicom noted above, he helped oversee the company's efforts in the areas of corporate ethics, enterprise risk management, and global corporate social responsibility.

• HUMAN CAPITAL MANAGEMENT AND COMPENSATION - experience through his role as CFO of Omnicom noted above, where he led efforts to continually develop the skills of the company's finance and operating personnel, and implemented programs for their continuing professional development. He also currently serves as a member of MP Materials' compensation committee, and as chair of the compensation committee of Carnival.

  Other public company boards (current): Carnival, Corsair Gaming, and MP Materials

  Prior public company boards (last five years): None

  RAYFORD WILKINS, JR.

  Featured experience, qualifications, and attributes:

• GLOBAL BUSINESS LEADERSHIP, CYBERSECURITY/IT, AND RISK MANAGEMENT - expertise

  as CEO of Diversified Businesses of AT&T Inc., where he was responsible for international investments, AT&T Interactive, AT&T Advertising Solutions, customer information services, and the consumer wireless initiative in India. He retired from AT&T at the end of March 2012. Mr. Wilkins held several other leadership positions at AT&T and its predecessor companies, including Group President and CEO of SBC Enterprise Business Services and President and CEO of SBC Pacific Bell. In these roles with AT&T and its predecessor companies, his responsibilities also included oversight of sales, customer care, data solutions engineering, consulting and operations of the company's advanced data and intellectual property networks, network services and integration, and information services.

• HUMAN CAPITAL MANAGEMENT, COMPENSATION, AND SUSTAINABILITY - expertise through

  his service as the chair of Valero's Human Resources and Compensation Committee, during which time he has been integral to Valero's progress in linking pay with HSE and sustainability performance. Mr. Wilkins also currently serves as chair of the compensation and human resources committee of Caterpillar Inc. ("Caterpillar"), and as a member of the compensation, management development and succession committee of Morgan Stanley, and chair of its governance and sustainability committee. Additionally, he currently serves on the Institute for Inclusion Advisory Board at Morgan Stanley.

• GOVERNANCE - expertise through his business leadership experience noted above, his current board service noted above, and his service as a lifetime member of the Advisory Council of the McCombs School of Business at the University of Texas at Austin.

  Other public company boards (current): Caterpillar and Morgan Stanley

  Prior public company boards (in last five years): None

  For information regarding the nominees' independence, Common Stock holdings, compensation, and other arrangements, as applicable, see "Compensation Discussion and Analysis," "Director Compensation," and "Additional Information-Board Independence, Related Party Matters, and Beneficial Ownership" below.

  HOW OUR BOARD IS STRUCTURED, GOVERNED, AND OPERATES

Our Directors' Demonstrated Commitment in 2025

2025 BOARD, COMMITTEE, AND ANNUAL MEETING ATTENDANCE

Annual Meeting. All Board members are expected to attend the Annual Meeting. All directors then serving on the Board attended Valero's 2025 annual meeting of stockholders.

Board and Committee Meetings. In 2025, the Board held seven meetings and its committees held 18 total meetings. No director attended less than 75 percent of the meetings of the Board and committees of which he or she was then serving as a member.

In 2025, we had more than 97 percent aggregate average attendance at Board meetings and more than 98

percent aggregate average attendance at Board and committee meetings in total.

2025 ACCOMPLISHMENTS AND HIGHLIGHTS

In 2025, some of the key accomplishments and highlights that the Board's oversight helped enable included:1

Financial

Overview of Our Board Committees

Our Board has four committees:

1. Audit Committee;

2. Human Resources and Compensation Committee;

3. Nominating and Corporate Governance Committee; and

4. Sustainability and Public Policy Committee.

   Independence. Each member of our Board committees is "independent" under applicable regulations/standards.

   Oversight of Key Areas. The duties and responsibilities of our committees collectively assist the Board with oversight over key areas, such as Valero's comprehensive liquid fuels strategy and matters related to HSE, public policy, sustainability, governance, compliance, financial reporting, cybersecurity/IT, Board effectiveness, succession planning, and human capital management.

1 TRIR is defined as the number of recordable injuries per 200,000 working hours. Adjusted EPS is not defined under U.S. generally accepted accounting principles ("GAAP"). See "Compensation Discussion and Analysis-Elements of Executive Compensation-Annual Incentive Bonus" below for more information on this metric (including a reconciliation to 2025 EPS attributable to Valero stockholders, assuming dilution), as well as the other financial and operational items noted in these bullets.

AUDIT COMMITTEE

Current Audit Committee Members:

H. Paulett Eberhart (Chair) Fred M. Diaz Eric D. Mullins

2025 Meetings. The Audit Committee met five times in 2025.

Key Functions and Responsibilities. The committee's key functions and areas of oversight and responsibility include: (i) financial statement integrity and legal/regulatory compliance with a focus on potential impacts to our financial statements and accounting policies; (ii) financial risk management and exposure; (iii) compliance, ethics, and corporate misconduct; (iv) Valero's independent auditor; (v) Valero's internal audit function; and (vi) cybersecurity and IT risks, which are further described in the committee's charter. We make additional disclosures about the Audit Committee under "Overview of Our Risk Management and Oversight Structure" above, in connection with "Proposal No. 3-Ratify appointment of KPMG LLP as independent auditor" below, under "Additional Details on Our Risk Management and Oversight Structure" below in this section, and under "Additional Information-Board Independence, Related Party Matters, and Beneficial Ownership" below.

Audit Committee Financial Experts. The Board has determined that each member of the committee is an "audit committee financial expert" (as defined by the SEC). For more information on the skills, experience, and other attributes of the Audit Committee members see "Proposal No. 1-Election of directors" above.

2025 Accomplishments and Highlights. In 2025, some of the key accomplishments and highlights of the committee's activities throughout the year or that its oversight helped enable included the following:

2 See "Compensation Discussion and Analysis" below, including "Executive Compensation in Summary-2025 Say-on-Pay Engagement Efforts and Response" under such section, for more information on many of the items noted in these bullets.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Current Nominating and Corporate Governance Committee Members:

Kimberly S. Greene (Chair)

Marie A. Ffolkes

Deborah P. Majoras

Robert L. Reymond

2025 Committee Member Changes. Mr. Reymond became a member of the committee in September 2025 in connection with his election to the Board.

2025 Meetings. The Nominating and Corporate Governance Committee met four times in 2025.

Key Functions and Responsibilities. The committee's key functions and areas of oversight and responsibility include: (i) Board skills and director refreshment; (ii) Valero's corporate governance principles; (iii) Valero's annual Board/committee evaluation;

1. new director orientation and director continuing education; and (v) related-party transactions, which are further described in the committee's charter. We make additional disclosures about the Nominating and Corporate Governance Committee under "Overview of our Risk Management and Oversight Structure" above, under "Additional Information-Board Independence, Related Party Matters, and Beneficial Ownership" below, and throughout this "How Our Board is Structured, Governed, and Operates" section.

   Committee's Recommendations Regarding our Board. The committee recommended to the Board the persons listed in this proxy statement in Proposal No. 1 as nominees for election as directors at the Annual Meeting and recommended assignments for the Board's committees, including committee chairs. The Board approved such recommendations, including the slate of director nominees to stand for election at the Annual Meeting. The committee also considered and recommended the election of Valero's Chairman of the Board and its Lead Director, each of which was approved by the Board's independent directors. See "Our Board's Leadership Structure and Strong Independent Oversight" below in this section for additional information.

   2025 Accomplishments and Highlights. In 2025, some of the key accomplishments and highlights of the committee's activities throughout the year or that its oversight helped enable included the following:

   • oversaw and helped guide an evaluation of Valero's Board leadership structure and related transitional changes, including the election by the Board's independent directors (following the committee's recommendation) of Ms. Eberhart as Lead Director, succeeding Mr. Profusek, who retired from the Board effective at the 2025 annual meeting of stockholders;

   • added to the depth of the Board's refining and energy industry experience through the election of Mr. Reymond in September 2025, and helped lead a thorough evaluation process whereby each member of the Board met with

     Mr. Reymond either in person or by video/teleconference prior to his election;

   • facilitated an enhanced focus on Valero's Board succession planning processes, considerations, and evaluations;

   • promoted the continued importance of maintaining robust director independence evaluation processes and practices;

   • continued to assess each director's commitments and capacities, both on an annual basis and periodically throughout the year in connection with potential changes in director obligations;

   • continued focus placed on maintaining a comprehensive and effective Board and committee evaluation process, which included several enhancements in 2025 with input from the committee's chair;

   • formally evaluated and discussed Valero's new director orientation program and provided several recommendations for enhancement that were implemented beginning with Mr. Reymond's orientation in October 2025; and

   • oversaw Valero's corporate governance principles, practices, and policies, as well as the committee's activities and oversight throughout the year in relation to the committee's responsibilities under its committee charter and Valero's Corporate Governance Guidelines and other applicable governance documents.

     SUSTAINABILITY AND PUBLIC POLICY COMMITTEE

     Current Sustainability and Public Policy Committee Members:

     Deborah P. Majoras (Chair)

     H. Paulett Eberhart

     Kimberly S. Greene

     Rayford Wilkins, Jr.

     
     
     

     2025 Committee Member Changes. In February 2025, Ms. Eberhart was elected by the Board's independent directors to serve as Lead Director, succeeding Mr. Profusek, who previously served in such role and as a member of the committee in 2025 until such date. Since such time, the committee has consisted of four members instead of five (Ms. Eberhart was already a member of the committee at such time given her role as chair of the Audit Committee, which she also retained). See "Our Board's Leadership Structure and Strong Independent Oversight-Recent Transition of Our Independent Lead Director" below in this section for additional information.

     2025 Meetings and Attendance. The Sustainability and Public Policy Committee met five times in 2025. All directors are encouraged, but not required, to attend meetings of the committee.

     Key Functions and Responsibilities. The committee's key functions and areas of oversight and responsibility are codified in its committee charter and specifically encompass: (i) HSE matters; (ii) sustainability and climate-related risks and opportunities;

     (iii) corporate responsibility and reputation management; (iv) social, community, and public policy strategies and initiatives;

2. political issues, including political contributions and lobbying activities; and (vi) compliance with legal and regulatory requirements for the operations of the company, which are further described in such charter. We also make additional disclosures about the committee under "Overview of Our Risk Management and Oversight Structure" above and under "Additional Details on Our Risk Management and Oversight Structure" below in this section.

   2025 Accomplishments and Highlights. In 2025, some of the key accomplishments and highlights of the committee's activities throughout the year or that its oversight helped enable included the following:3

   • assessed the impact of recent U.S. tariffs and foreign duties on Valero's business, and oversaw Valero's efforts with respect thereto;

   • helped guide Valero's efforts on a variety of HSE, public policy, sustainability, and climate-related matters, including with respect to low-carbon fuels, GHG emissions, human rights, and related regulatory developments, and again received annual reports on, and discussed, Valero's HSE efforts and political activities;

   • reviewed and discussed Valero's 2025 Report on Guiding Principles, which included new or enhanced disclosures in a number of areas within the committee's area of oversight;

   • evaluated the implications of emerging sustainability-related disclosure regulations and frameworks, proxy advisory firm and scoring agency developments, and customer requests for certain written declarations and representations, and oversaw Valero's efforts with respect thereto;

   • fostered a continued focus on providing transparent, accurate, and reliable GHG emissions disclosures, including Valero's efforts in continuing to (i) obtain independent third-party limited assurance; (ii) provide robust disclosures on its calculation methodologies; and (iii) maintain appropriate reviews and evaluations;

   • helped guide Valero's proactive engagements on committee-relevant matters, several of which included committee member participation; and

   • oversaw Valero's corporate responsibility and reputation management efforts.

3 See "Additional Highlights-Low-Carbon Fuels, Cybersecurity/IT, and Compliance" below, including the footnotes and cross-references therein, for more information on many of the items noted in these bullets.

How We Maintain an Effective Board and Strong Director Performance

ANNUAL BOARD AND COMMITTEE EVALUATION PROCESS

Our Corporate Governance Guidelines require the Board and its committees to conduct an annual performance evaluation, and this requirement is also set forth as required in our Board committee charters. Board and committee performance evaluations play an important role in ensuring effective functioning and oversight of our Board and its committees. The Nominating and Corporate Governance Committee oversees this evaluation process, which is summarized below, and reports to the Board on its assessment of the performance of the Board, its committees, and directors (as appropriate).

Evaluation and Feedback Topics Effectiveness of Evaluation Process

The topics covered in this process include, among others:

• Board and committee roles, effectiveness, and structure;

• corporate strategy and risk management oversight;

• Board and committee composition, size, and leadership, and committee rotation;

• the frequency, length, and content of Board and committee meetings, including topics covered;

• the quality of meeting materials and management's presentations at Board and committee meetings;

• the adequacy of Valero's governance principles, practices, and policies; and

• the performance of the Board, its committees, and directors relative to their respective duties and responsibilities.

  The Board has concluded that these evaluation tools and process provide effective measures and forums for discussing the effectiveness of the Board, its committees, and our directors, as well as potential areas for enhancement.

  DIRECTOR ROTATION, REFRESHMENT, AND RETIREMENT

  Annual Board and Committee Determinations. Our committee members, committee chairs, Chairman, and Lead Director (when the Chairman is not independent) are elected annually by the Board (or its independent directors, as appropriate), and this annual process helps facilitate ongoing consideration and evaluation of our Board and committee leadership structure and composition.

  Director Tenure and Refreshment. We do not set term limits for our directors. As stated in our Corporate Governance Guidelines, the Board has determined that directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of Valero based on their experience with and understanding of Valero's history, policies, and objectives. As an alternative to term limits, the Board has concluded that its evaluation, nomination, election, and refreshment processes appropriately support the continued effectiveness of the Board, its committees, and each of our directors.

  Retirement Policy. Our directors are subject to a retirement policy (set forth in our Corporate Governance Guidelines), under which a director who turns 75 may serve the remainder of his or her term, but may not stand for re-election at the next annual meeting.

  Recent Refreshment and Rotation. The tables below demonstrate our meaningful Board and committee refreshment and rotation over the past six years.

  New Independent Directors Since 2020

  Eric D. Mullins (2020)

  Fred M. Diaz (2021)

  Marie A. Ffolkes (2022) Robert L. Reymond (2025)

  
  
  

  Board and Committee Refreshment and Rotation Since 2022
  Committee Chairs	Committee Members	Chairman/Lead Director
  50 percent of our current Board committee chairs are new to such roles	66.67 percent of the current 50 percent of the current members of the Audit Committee members of the Nominating and the Human Resources and and Corporate Governance Compensation Committee are Committee are new to such new to such committees committee	Our Chairman and Lead Director roles were transitioned (each within the last two years)

  DIRECTOR OVERBOARDING POLICY

  Overboarding Policy. It is critical that each of our directors is able to devote sufficient time and effort to their duties as a director. As a result, we have an overboarding policy included in our Corporate Governance Guidelines that sets forth certain numerical guidelines and notification/review procedures with respect to our directors' commitments and capacities, which are periodically (but at a minimum annually) assessed for compliance and appropriateness.

  Numerical Guidelines. All of our directors currently meet the following guidelines under our overboarding policy:

  • non-employee directors should not serve on more than four public company boards (including Valero's Board);

  • a director who is the CEO or other executive officer of a public company should not serve on more than two public company boards (including Valero's Board); and

  • members of Valero's Audit Committee should not serve on more than three public company audit committees (including Valero's Audit Committee).

    Periodic/Annual Assessment of Director Commitments and Capacities. The Nominating and Corporate Governance Committee periodically (but at a minimum annually) assesses the ability of our directors' to fulfill their ongoing responsibilities to Valero, taking into consideration applicable information, including the relevant director's principal occupation and duties, public board service and leadership positions (such as chairman, lead director, and committee chair), service on private company and non-profit boards, other time commitments, leadership positions, and roles, input from other directors, and information provided by the relevant director. Each of our directors is currently in compliance with our overboarding policy and the Board has concluded that their continued service on the Board is appropriate thereunder.

    This overboarding assessment occurs periodically for each director, but at a minimum annually.

    Notification/Review of Potential Changes. Under our overboarding policy, a director who is considering certain changes to their principal occupation or public company board/committee service that could materially increase his or her responsibilities should consider, and provide the Board the opportunity to consider, whether such director will be able to continue to devote sufficient time to the affairs of the Board, remain independent, have an interlocking directorship, have a potential conflict under applicable laws or regulations, or have a potential conflict with Valero's interests. Directors should also provide notice as soon as practicable after becoming aware of any situations or transactions that could impair the director's independence, create inter-locking directorships, create a potential conflict under applicable laws or regulations, or would otherwise potentially conflict with Valero's interests.

    NEW DIRECTOR ORIENTATION AND ONBOARDING

    Valero's Corporate Governance Guidelines state that all new directors must participate in an orientation program as soon as reasonably practicable after joining the Board. We typically hold a full day of new director orientation in person at our headquarters in San Antonio, and Valero's senior management team typically presents on topics such as (i) corporate governance and Board practices and function; (ii) compliance, HSE, internal and external audits, risk management, and key corporate policies; (iii) investor relations and financial items; (iv) an overview and history of Valero; (v) Valero's refining and low-carbon fuels operations and businesses; (vi) sustainability-related matters; and (vii) Valero's human capital management efforts. Holding new director orientation at our headquarters allows for new directors to interact with employees and experience our culture first hand.

    In 2025, our Nominating and Corporate Governance Committee formally evaluated and discussed our new director orientation program and determined that it is an effective and efficient onboarding tool and process. However, the committee provided several recommendations for further enhancement of the program that were implemented beginning with Mr. Reymond's orientation in October 2025. This determination is supported by the positive feedback provided by newly onboarded directors in recent years. The effectiveness of the program is also reassessed annually through the Board and committee evaluation process discussed above.

    DIRECTOR CONTINUING EDUCATION

    We encourage our directors to attend education programs as appropriate to stay abreast of developments in governance, key areas of oversight, and board best practices. Under our Corporate Governance Guidelines, we will pay for a director's participation in certain continuing education programs pertinent to his or her Board responsibilities, including a director's membership in an organization such as the National Association of Corporate Directors, in order to provide ongoing access to information and resources that foster board development and oversight. Director continuing education is also provided as follows:*

  • Board/Committee Presentations. During Board and committee meetings, Valero's senior management, SMEs, and independent auditor, and the independent compensation consultant often present on areas of new or emerging importance.

  • Committee Reports. At Board meetings, committee chairs report on key developments covered at committee meetings.

  • Site Visits. Directors make periodic site visits to Valero's facilities, and we paired the Board's meeting in September 2025 with a visit to our McKee refinery in Sunray, Texas.

  • Guest Speakers. External guest speakers typically present at our Board's annual three-day strategic planning meeting, and in recent years this has included presentations from third-party experts on topics such as the future of energy, low-carbon projects and innovation, sustainability, liquid fuels, global geopolitics, and public policy.

  • Periodic Updates. We keep the Board apprised of updates and key information through regular communication, which in addition to periodic telephonic and electronic communications, typically includes (i) a weekly written update report prepared by our investor relations team that features key market and peer data, analyst commentary, and industry updates; and (ii) a monthly written report from our CEO on performance updates and other developments between Board meetings.

* See also "Additional Details on Our Risk Management and Oversight Structure" below in this section.

Our Board's Leadership Structure and Strong Independent Oversight

RECENT TRANSITION OF OUR CHAIRMAN OF THE BOARD

Recent Chairman Transition. As part of a robust succession development plan that had been in place, the Board's independent directors (upon recommendation from the Nominating and Corporate Governance Committee) elected Mr. Riggs to the additional position of Chairman effective as of the close of business on December 31, 2024, succeeding our former Executive Chairman (Joseph W. Gorder) who retired from such role and as a director effective as of such date. The Board has determined and continues to believe that Mr. Riggs' qualifications and proven leadership make him well suited to serve as Chairman and that his service as both CEO and Chairman helps drive and enhance Valero's performance and the Board's effectiveness. See "Proposal No. 1-Election of directors" above for more information on Mr. Riggs' skills, experience, and other attributes.

Effectiveness of Combined CEO and Chairman Roles. Valero has a proven track record of nearly a decade of financial and operational success under a combined CEO and Chairman leadership structure. This has continued under Mr. Riggs' tenure as CEO and Chairman, as reflected by Valero's strong financial and operational performance in 2025.

THE ROLE OF OUR CEO AND CHAIRMAN

In his role as CEO, Mr. Riggs is appointed by the Board to manage Valero's daily affairs and operations, and will preside at all meetings of stockholders. In his role as Chairman, Mr. Riggs is appointed by the Board to:

• lead the Board in productive, strategic planning and preside at all Board meetings;

• determine necessary or appropriate agenda items for meetings of the Board, with input from the Lead Director; and

• determine and manage the amount of time and information devoted to discussion of meeting agenda items.

  OUR BOARD'S STRONG COUNTERBALANCE OF INDEPENDENT LEADERSHIP AND OVERSIGHT

  Independent Lead Director. To counterbalance our combined CEO and Chairman roles, the Board has a strong independent Lead Director, whose duties are detailed under "The Role of Our Independent Lead Director" below. While our governance documents do not require the CEO and Chairman roles be split or combined, when the Chairman is not independent under our Corporate Governance Guidelines (e.g., because they are a Valero employee), such guidelines require the independent directors to annually select an independent Lead Director. See also "Recent Transition of Our Independent Lead Director" below.

  Empowered Independent Directors and Committee Chairs. To further counterbalance the combined CEO and Chairman roles, each of the Board's committees is fully independent and is chaired by an independent director with significant power and responsibilities. Our Corporate Governance Guidelines also explicitly grant each member of the Board (i) the ability to suggest the inclusion of items on meeting agendas; (ii) the right to raise at any Board meeting subjects that are not on the meeting agenda; and (iii) free access to management and employees, including in executive session. The Board has determined that this approach provides a strong and appropriate counterbalance of independent leadership and oversight on the Board that appropriately and effectively complements our current structure of combined CEO and Chairman roles.

  RECENT TRANSITION OF OUR INDEPENDENT LEAD DIRECTOR

  Recent Lead Director Transition. Following the successful transition of Mr. Riggs to the additional position of Chairman, on February 26, 2025, the Board's independent directors (upon recommendation from the Nominating and Corporate Governance Committee) elected Ms. Eberhart as Lead Director, succeeding Mr. Profusek, who served in such role in 2025 until such date.

  Ms. Eberhart's Qualifications and Proven Leadership. The Board has determined and continues to believe that

  Ms. Eberhart's additional service as our Lead Director is appropriate and supports the Board's continued effectiveness and strong counterbalance of independent leadership and oversight. See "Proposal No. 1-Election of directors" above for more information on Ms. Eberhart's skills, experience, and other attributes.

  THE ROLE OF OUR INDEPENDENT LEAD DIRECTOR

  The independent Lead Director's duties and responsibilities are codified in our Corporate Governance Guidelines and include:

• serving as a liaison between the Chairman and the non-management directors;

• consulting with the Chairman on Board meeting agendas and authority to call meetings of the non-management directors;

• reviewing and approving information sent to the Board as and when appropriate;

• setting agendas and leading the discussion of regular executive session meetings of the Board outside the presence of management and providing feedback regarding these meetings to the Chairman; and

• receiving, reviewing, and acting upon communications from stockholders or other interested parties when those interests should be addressed by a person independent of management.

The Lead Director periodically communicates with our Chairman and other directors (as appropriate) between meetings and provides input on a variety matters, and has also participated in stockholder and stakeholder engagement with senior management.

ONGOING EVALUATION AND CONSIDERATION BY THE BOARD

The Board expects to continue periodically evaluating the appropriateness of its leadership structure, including as part of the annual Board and committee evaluation process and election of our Chairman and Lead Director (if applicable), and that any changes would be promptly communicated to stockholders as required. While the Board has determined that combining the CEO and Chairman roles is appropriate under current circumstances, our governance documents do not establish this approach as a policy, and such roles were split during Mr. Gorder's service as Executive Chairman (from the close of business on June 30, 2023 to the close of business on December 31, 2024), and Valero has also had an independent Chairman at times in the past.

Such determination is made in light of the facts and circumstances applicable at such time, including the Board's composition and risk management and oversight structure, officer and director retirements or transition periods, the risks and opportunities facing Valero, and the best interests of Valero and its stockholders as determined by the business judgment of the Board. Such determination may also take into consideration stockholder and stakeholder feedback. The Board's leadership, risk management, and oversight structure, including how the Board administers its risk oversight function, and the effects of this administration on the Board's leadership structure are discussed further under "Overview of Our Risk Management and Oversight Structure" above, and under "Additional Details on Our Risk Management and Oversight Structure" below.

How Our Board is Involved in CEO and Senior Executive Succession Planning

The Board periodically works with the Human Resources and Compensation Committee to evaluate potential CEO successors and in overseeing succession planning for other senior executives. Such matters are periodically discussed in executive sessions led by our Lead Director, both in the presence of our CEO and with only the independent directors. Our CEO also makes his recommendations and evaluations of potential successors available to the Board as appropriate. The Board's deliberations also consider cases of unforeseen emergencies or the temporary disability of our CEO and other senior executives.

How Our Director Nominees are Selected

The Nominating and Corporate Governance Committee solicits recommendations for Board candidates from a number of sources including our directors, our officers, third-party research, and retained third-party search and advisory firms. Mr. Reymond was identified as a potential director nominee through prior business and professional interactions with our CEO and several members of our senior management team and thereafter a retained third-party search firm also assisted in providing relevant information with respect to the Board's evaluation. The committee will also consider candidates that are submitted by stockholders in accordance with the procedures described under "Miscellaneous-Stockholder Communications, Nominations, and Proposals" below. The committee will consider all candidates properly identified through such processes and will evaluate each of them on the same basis, with the level of consideration extended thereto being commensurate with the quality and quantity of information the stockholder provides. We also have proxy access provisions in our bylaws that permit a stockholder, or a group of up to 20 stockholders, that has owned at least three percent of our outstanding Common Stock for at least three years to nominate and include in our proxy statement candidates for our Board, subject to certain requirements set forth therein. Each stockholder, or group of stockholders, may nominate candidates for our Board up to a limit of the greater of two or 20 percent of the number of directors on our Board. Any such nominee must meet the qualification standards referred to in our bylaws. The procedures for nominating a candidate under our proxy access provisions are described under "Miscellaneous-Stockholder Communications, Nominations, and Proposals" below.

Our Corporate Governance Guidelines vest the Nominating and Corporate Governance Committee with responsibility for reviewing the composition of the Board, as well as the qualifications of the individual members of the Board and its various committees. This review includes consideration of relevant factors, including the committee's assessment of applicable independence standards and other considerations, potential conflicts with applicable laws or regulations, or with Valero's interests, and the individual's character, judgment, integrity, age, skills (including financial literacy, among others), unique experience, and other attributes in the context of the Board's needs at such time. Each candidate must meet certain minimum qualifications, including: strong ethical principles and integrity, the ability to dedicate sufficient time, energy, and attention to their duties as a director, taking into consideration our overboarding policy discussed above, and skills, experience, and attributes relative to the Board's needs at such time. Directors from different backgrounds with a variety of talents, experience, education, and perspectives can help bring value. To promote the Nominating and Corporate Governance Committee's ability to effectively cast a wide net when searching for director candidates, the committee amended its charter in 2021 to require that the initial list of candidates (which is not limited in number) from which a director is nominated include, but need not be limited to, diverse qualified candidates. This requirement is communicated, as necessary, to any third parties assisting with director searches and is also implemented through the execution by the Nominating and Corporate Governance Committee of its oversight responsibilities concerning Valero's director search process.

The Nominating and Corporate Governance Committee annually reviews and recommends a slate of director candidates for Board consideration and nomination for election at the next annual meeting of stockholders. For new director candidates, if deemed warranted following initial reviews and discussions of the candidate among the Nominating and Corporate Governance Committee, the full Board, and appropriate senior executives at Valero, formal outreach and/or interview efforts with the candidate are then initiated. After further evaluation and discussion, the Nominating and Corporate Governance Committee determines whether to recommend such candidate for election or nomination by the Board. The effectiveness of these practices and other Valero governance principles and documents in facilitating effective director search efforts are also assessed annually as part of the Board and committee evaluation process discussed above.

Additional Details on Our Risk Management and Oversight Structure

FULL BOARD OVERSIGHT

Risk Management and Oversight is a Responsibility of the Full Board. The Board exercises its risk management and oversight responsibilities directly and through its committees. The Board considers risks over a variety of time frames based on the Board's business judgment regarding the scope, magnitude, and immediacy of the risks in light of the facts and circumstances applicable at such time, which is informed by the following processes and items, among others.

Oversight of Key Areas. The Board regularly evaluates and discusses emerging risks and opportunities in key areas for Valero, including Valero's comprehensive liquid fuels strategy, HSE, public policy, sustainability, governance, compliance, financial reporting, cybersecurity/IT, Board effectiveness, succession planning, and human capital management. The Board has also periodically requested additional reports and materials to help stay informed and educated in areas pertinent to its oversight.

Annual Three-Day Strategic Planning Meeting. The Board's annual three-day strategic planning meeting with management allows for an in-depth annual assessment and discussion of the (i) key risks and opportunities facing Valero; (ii) adequacy of Valero's strategy and practices in light thereof; and (iii) strategic priorities of Valero and the risks to the successful execution of its strategy. In addition to receiving and discussing reports from management in strategic planning sessions during such meeting, Valero invites, and the Board is able to interact with and ask questions of, third-party experts and Valero SMEs, who deliver reports on the risks and opportunities facing Valero over a variety of time frames, including those related to the future of energy, low-carbon projects and innovation, sustainability, liquid fuels, global geopolitics, and public policy.

Committee Reports. After a report is presented and discussed at the committee level, the chair of that committee then reports on key matters presented and discussed to the full Board, which often results in additional review and discussion thereof. Committee chairs also periodically deliver reports at meetings of the Sustainability and Public Policy Committee on topics relevant to such committee, and this is a standing meeting agenda item for the Sustainability and Public Policy Committee. This helps facilitate the ability of the full Board and its committees to efficiently and effectively assess and coordinate Valero's risk identification, management, and oversight processes and strategies over a wide array of topics.

Engagement, Education, and Skills and Experience. Valero's risk management and oversight is also informed and enhanced by

(i) the continual feedback we receive from our stockholder and stakeholder engagements; (ii) our robust continuing director education efforts; (iii) the effective mix of knowledge, skills, and experience, and other attributes brought by our directors; and

(iv) the other matters discussed throughout this "How Our Board is Structured, Governed, and Operates" section.

BOARD OVERSIGHT-HSE, PUBLIC POLICY, SUSTAINABILITY, AND CLIMATE

Integrated and Multidisciplinary Approach to Oversight. The challenges and opportunities presented by sustainability and climate-related matters are broad-ranging, complex, and interrelated, and can overlap across multiple areas of respective responsibility of our Board committees. In order to manage and oversee such matters, each of the Board's committees assists the full Board with oversight of certain sustainability and climate-related matters within its area of respective responsibility and expertise. Public policy, sustainability, and climate-related matters, including regulatory developments, are a particular focus of the Sustainability and Public Policy Committee, and such matters are routine topics at the committee's meetings.

Tailored Structure and Duties. The structure and composition of the Sustainability and Public Policy Committee was specifically tailored to enhance the Board's oversight of HSE, public policy, sustainability, and climate-related matters, and its committee charter codifies its oversight and responsibilities regarding such matters. The Sustainability Committee also receives and discusses, at least annually, reports on Valero's HSE efforts and political activities. To provide knowledge and insight from each of the Board's committees and independent Board leadership, and facilitate collaboration and coordination with the full Board and among its committees, the Sustainability and Public Policy Committee is comprised of four independent members, currently consisting of Ms. Majoras (as the committee's chair), the chairs of the Board's other committees, and our Lead Director (who is currently also a committee chair). All directors are also encouraged, but not required, to attend meetings of the Sustainability and Public Policy Committee. This structure allows the matters discussed at Sustainability and Public Policy Committee meetings to permeate all of the meetings and discussions of the Board and its committees and facilitates effective oversight thereof.

BOARD OVERSIGHT-CYBERSECURITY/IT AND AI

Cybersecurity/IT. At least once annually, the heads of our information services and internal audit teams provide a report to the Audit Committee on (i) cybersecurity and IT risks, as well as Valero's information security operations, structure, and framework; (ii) various cybersecurity and IT metrics; (iii) Valero's cybersecurity and information security management and improvement efforts; (iv) future projects; and (v) Valero's governance and assessments related to cybersecurity and IT. The chair of the Audit Committee reports to the Board a summary of the information presented by the heads of our information services and internal audit teams during their cybersecurity update. Periodically, the Board also receives reports on such matters directly. We also have a cybersecurity incident response plan that contains notification procedures to the Board.4

AI. In 2024, we established a company-wide cross-functional team to assess the risks and opportunities from conventional and generative AI and provided a formal report to the Board thereon. We continued these assessments in 2025 and again delivered a formal report to the Board thereon. We expect to continue these assessment efforts going forward. The Audit Committee also periodically discusses the use of data, technology, and AI by Valero and its independent auditor.4

In 2025, the risks and opportunities presented by conventional and generative AI, and Valero's assessments with respect thereto, was one of several key agenda items that was reviewed and discussed in depth with the Board at its annual three-day strategic planning meeting with management.

BOARD OVERSIGHT-COMPLIANCE, ETHICS, AND CORPORATE CONDUCT

Regular Board and Committee Updates and Reports. Generally, at most regularly scheduled meetings of the Audit Committee, Valero's Chief Compliance Officer (who reports directly to our General Counsel) provides an update on Valero's global compliance and ethics program, including updates with respect to Valero's compliance and ethics-related policies, initiatives, and trainings. The chair of the Audit Committee then provides a committee report to the full Board on the key matters presented and discussed during this compliance and ethics update. Under the Audit Committee's charter, the Chief Compliance Officer has the authority to communicate directly to the Audit Committee.5

Monitoring of Global Compliance and Ethics Program. The Audit Committee monitors Valero's global compliance and ethics program and its effectiveness in detecting and preventing violations of Valero's Code of Business Conduct and Ethics and other company policies, applicable law, and other misconduct. Valero has processes in place to vet its business partners, including expanded compliance checks, third-party due diligence, and sanctions screening.5

Anonymous Internal and External Ethics Helpline. The Audit Committee has also established procedures for the receipt, retention, and treatment of complaints regarding accounting and auditing matters, and other suspected or known unethical behavior or violations of Valero's company policies (such as its Code of Business Conduct and Ethics), including a method for anonymous submission through a third-party operated "Ethics Helpline" that is available in English, French, and Spanish. Valero provides employees, directors, business partners, and others in its supply chain access to this external helpline and strives to ensure that reports into the Ethics Helpline are followed up on and can be made anonymously and without fear of retaliation.5

4 See our annual report on Form 10-K for the year ended December 31, 2025, for more information on cybersecurity/IT and AI. See also "How Our Board is Structured, Governed and Operates-Overview of Our Board Committees-Audit Committee" above for more information on the Audit Committee's activities related to cybersecurity/IT and AI in 2025.

5 See "How Our Board is Structured, Governed and Operates-Overview of Our Board Committees-Audit Committee" above for more information on the Audit Committee's activities related to compliance, ethics, and corporate conduct in 2025.

Low-Carbon Projects, Investments, and Innovation

Low-Carbon Fuels Investments. As of December 31, 2025, we have invested $6.0 billion in our low-carbon fuels businesses.6 In evaluating low-carbon projects, we have held them to the same minimum after-tax internal rate of return requirement as our refining projects. Our low-carbon fuels businesses have made us the leading producer of low-carbon transportation fuels.

Low-Carbon Projects. The following are examples of low-carbon projects that we are evaluating, developing, and/or advancing:7

• Carbon Sequestration and Carbon Capture and Storage. In 2025, we entered into a stand-alone agreement with respect to our ethanol plant in Linden, Indiana to capture, transport, and store carbon dioxide that results from the ethanol manufacturing process, and we continue to evaluate additional carbon sequestration and carbon capture and storage projects.

• Fiber Cellulosic Ethanol. In addition to starch ethanol, we use an enzymatic process to convert waste fibers into cellulosic ethanol, a second-generation fuel that offers a lower carbon intensity than traditional ethanol.

• Sustainable Aviation Fuel ("SAF").8 Our large-scale SAF production project at our renewable diesel plant in Texas was successfully completed in the fourth quarter of 2024.

• Renewable Naphtha. We produce renewable naphtha, which can be used as a gasoline blendstock to produce renewable gasoline or as a feedstock for producing low-carbon petrochemicals that then can be used to produce renewable plastics.

• Renewable Propane. We produce renewable propane, which is a byproduct of the renewable diesel production process, and can be used in the production of low-carbon hydrogen, as a petrochemical feedstock, or as a low-carbon fuel.

• Renewable Arctic Diesel. We produce renewable arctic diesel, a niche grade product, for use in Arctic climates.

  GHG Emissions Strategy

  Achievement of 2025 GHG Target. In 2020, we established a 2025 target with respect to our global refinery Scope 1 and 2 GHG emissions reductions/displacements in line with our overall strategy and capital allocation framework. Beginning in 2021, and continuing through 2024, our performance share grants also included an "energy transition modifier" to tie long-term incentive ("LTI") pay to our progress in advancing our low-carbon fuels strategy and growth. This feature helped catalyze our completion of several profitable growth projects from 2021-2024 that significantly increased our production of low-carbon fuels and enabled us to achieve our 2025 GHG emissions reductions/displacements target early.9

  2035 GHG Target. We have disclosed our 2035 target with respect to our global refinery Scope 1 and 2 GHG emissions reductions/ displacements, and we are on track to achieve this target.9

  Use of Product GHG Emissions Intensity. We have disclosed the company-wide GHG emissions from the use of our products ("Use of Product GHG Emissions Intensity") on an intensity basis (per barrel and per unit of energy) for years 2021-2024.9

  Scope 1 Intensity Relative to Peers. We have disclosed our global refinery Scope 1 GHG emissions on an intensity basis (per barrel) for years 2019-2024, which demonstrates lower global refinery Scope 1 GHG emissions relative to peers.9

  Independent Third-Party Assurance. Since 2021, we have engaged one or more independent third parties to evaluate, validate, and/or verify our GHG emissions disclosures, and we intend to continue this annually. In 2025, this included limited assurance on/of:

• our company-wide 2024 GHG emissions (Scope 1 and 2)10, including refining, renewable diesel, and ethanol segments;

• our company-wide 2024 life cycle GHG emissions displacements from our renewable diesel, SAF, and ethanol production, as well as the blending of and credits from low-carbon fuels;

• our company-wide 2024 Use of Product GHG Emissions Intensity;9

• our 2024 global refinery Scope 1 Intensity (per barrel);9 and

• the validation of our 2035 GHG emissions reductions/displacements target.

  6 Our investment in our low-carbon fuels businesses consists of $4.1 billion in capital investments to build our renewable diesel business (including neat SAF), and $1.9 billion to build our ethanol business. Capital investments in our renewable diesel business represent 100% of the capital investments made by Diamond Green Diesel Holdings LLC, a consolidated joint venture.

  7 See our annual report on Form 10-K for the year ended December 31, 2025, for more information on our low-carbon projects.

  8 Our renewable diesel joint venture produces synthetic paraffinic kerosene ("SPK"), a renewable blending component, using the Hydrotreated Esters and Fatty Acids (HEFA) process. SPK is also commonly referred to as "neat SAF." Current aviation regulations allow SPK to be blended up to 50% with conventional jet fuel for use in an aircraft. This blend is commonly referred to as "blended SAF" or "SAF."

  9 Pages 16-19 and 70-73 of our 2025 Report on Guiding Principles contain more information on our GHG emissions methodologies and disclosures, including for these targets, and our Use of Product GHG Emissions Intensity and global refinery Scope 1 intensity and peers.

  10 Location-based and market-based calculations.

  ADDITIONAL HIGHLIGHTS-LOW-CARBON FUELS, CYBERSECURITY/IT, AND COMPLIANCE

  Overview of Our Engagement Efforts

  Overview of Recent Engagement. 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. Leading up to our 2025 annual meeting of stockholders, and through the remainder of 2025 and into 2026, our robust engagement efforts on compensation, sustainability, and governance included:

• offering dialogue to our 100 largest stockholders;*

• engaging with stockholders that collectively held approximately 48 percent of our Common Stock;* and

• holding at least 58 different meetings with stockholders and proxy advisory firms, several of which included participation from members of the Human Resources and Compensation Committee, including the committee's chair, and/or members of our senior management team.

* Measurements reflect our reasonable determinations based on available data and information.

See "2025 Say-on-Pay Engagement Efforts and Response" under "Compensation Discussion and Analysis" below for more details.

Stockholder Proposal. We received one stockholder proposal for the Annual Meeting (the "2026 ARO Proposal"), which requested that we disclose the estimated magnitude of our off-balance sheet asset retirement obligations ("AROs"). The 2026 ARO Proposal is substantively similar to a stockholder proposal we previously received in connection with our 2023 annual meeting of stockholders, which requested that we disclose the undiscounted expected value to settle obligations for AROs with indeterminate settlement dates (the "2023 ARO Proposal"). In each case, the requested ARO disclosures are incongruous with our accounting conclusions under GAAP, as well as those of our independent auditor, as reflected in our audited financial statements, and would be inappropriate and misleading. In 2023, we sent a no-action letter to the Staff of the Division of Corporation Finance of the SEC (the "SEC Staff") to describe these issues and ask that they agree with our analysis for excluding the 2023 ARO Proposal from our proxy statement, and the SEC Staff, which at the time was under the prior SEC administration, agreed and granted no-action relief. While we engaged with the proponent of the 2026 ARO Proposal several times and explained these points, the proponent ultimately refused to withdraw the 2026 ARO Proposal. As a result, we submitted a no-action letter to the SEC Staff to explain our rationale for excluding the 2026 ARO Proposal based on our reasonable belief that it is excludable under the applicable SEC rules and guidance, and based solely on our unqualified representation in this regard, the SEC Staff provided no-action relief. Each of these no-action letters are publicly available on the SEC's website.11

Cybersecurity, IT, and AI Highlights

Cybersecurity Training and Incident Response Exercises. Our employees are typically required to complete at least annual cybersecurity training. We also typically perform periodic tabletop exercises with a company-wide cross-functional team that are facilitated by a third-party expert and are intended to simulate a real-life security incident.

Cybersecurity Testing and Third-Party Expert Review/Audit. Typically, we conduct penetration testing as needed and annually conduct Payment Card Industry Data Security Standard testing and firewall reviews, and have periodically engaged a third-party expert to help therewith. Typically, we also periodically engage a third-party expert to conduct a review of our information security framework, which is designed to help identify existing and emerging risks, and mitigate against such risks.

AI. In 2024, we established a company-wide cross-functional team to assess the risks and opportunities from conventional and generative AI and provided a formal report to the Board thereon. We continued these assessments in 2025 and again delivered a formal report to the Board thereon. We expect to continue these assessment efforts going forward. The Audit Committee also periodically discusses the use of data, technology, and AI by Valero and its independent auditor.

Compliance, Business Conduct, and Ethics Highlights

Robust Compliance Training. We typically require all employees to periodically complete training on our Code of Business Conduct and Ethics and periodically require training on other compliance and corporate matters, including conduct and ethics, helpline reporting, and data privacy, among others. We track and monitor completion of such compliance training.

Promoting Business Ethics Awareness. We publish our Code of Business Conduct and Ethics and Conduct Guidelines for Business Partners on our website in multiple languages. Additionally, we typically hold an annual company-wide corporate compliance and ethics week to shine a spotlight on the importance of compliance, business conduct, and ethics.

11 Our no-action letter with respect to the 2026 ARO Proposal and the SEC Staff's response can be accessed at: https://www.sec.gov/files/corpfin/no-action/14a-8/vipcvalero1226.pdf. Our no-action letter with respect to the 2023 ARO Proposal and the SEC Staff's response can be accessed at: https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2023/njcpfvalero032023-14a8.pdf.

Our incentive compensation programs are designed to effectively balance risk and reward. When assessing risk, we consider both cash compensation payable under our annual incentive bonus plan/program as well as long-term incentives that are awarded under our equity compensation plan. We also consider the mix of award opportunities (i.e., short versus long term), performance targets and metrics, the target-setting process, and the administration and governance associated with our plans. We do not believe that our compensation policies and practices are reasonably likely to have an adverse effect on Valero. Features of our compensation programs (occasionally referred to collectively in this proxy statement as our "executive compensation program") that we believe mitigate excessive risk-taking include:*

• the mix between fixed and variable, annual and long-term, and cash and equity compensation, which is designed to encourage strategies and actions that are in the long-term best interests of Valero and its stockholders;

• determination of incentive awards based on a variety of indicators of performance, thus diversifying the risk associated with a single indicator of performance;

• incorporation of relative total shareholder return ("TSR") into our long-term incentive program, calibrating pay and performance relationships to companies that include those facing the same or similar market forces as Valero;

• multi-year vesting periods for equity incentive awards, which encourage focus on sustained growth and earnings;

• maximum payout ceilings under our annual bonus program and performance share awards;

• restricted stock awards that help contain volatility of incentive awards and further align executives' interests with long-term stockholder value creation;

• our Executive Compensation Clawback Policy, which requires the return of bonuses and other incentive and equity compensation in certain restatement situations beyond those covered by minimum SEC and NYSE requirements;

• our Stock Ownership and Retention Guidelines, which support the alignment of our officers' equity compensation with the long-term interests of stockholders and require more ownership for our CEO and President (as a percent of salary) than median practices among our peers, and more broadly, among S&P 500 companies;

• our policies that cover hedging and pledging by our officers and prohibit them from speculating in Valero Common Stock and from taking risky investment positions with respect thereto; and

• our other compensation governance practices discussed under "Compensation Discussion and Analysis-Adoption of Compensation Governance Best Practices" below.

* See "Compensation Discussion and Analysis" below for more information on many of the items noted in these bullets.

Compensation Discussion and Analysis-Overview & Summary Executive Compensation in Summary

This summary highlights certain information contained elsewhere in this proxy statement and does not contain all of the information you should consider. Please carefully read the entire proxy statement before voting. More information on our 2025 performance is included in our annual report on Form 10-K for the year ended December 31, 2025. The term "Committee" in this Compensation Discussion and Analysis refers to the Human Resources and Compensation Committee. Certain defined terms used in this Compensation Discussion and Analysis are defined elsewhere in this proxy statement. Our "NEOs" or "named executive officers" for 2025 are: (i) R. Lane Riggs, Chairman, CEO and President; (ii) Jason W. Fraser, Retired Executive Vice President ("EVP") and Chief Financial Officer ("CFO"); (iii) Gary K. Simmons, EVP and Chief Operating Officer ("COO"); (iv) Richard J. Walsh, EVP and General Counsel; and (v) Eric A. Fisher, Senior Vice President ("SVP") Product Supply, Trading and Wholesale. References in this Compensation Discussion and Analysis to "we believe" or "our belief" are consistent with the Committee's actions/views.

2025 COMPENSATION-RELATED PERFORMANCE HIGHLIGHTS

• Earned the third highest adjusted EPS in company history (as discussed and reconciled below).

• Returned $4.0 billion in cash 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 refinery mechanical availability, refining throughput, and ethanol production.

• Achieved Valero's second best-ever Tier 1 API Process Safety performance in the refining segment.

• Achieved Valero's best-ever company-wide environmental performance and second best-ever refinery environmental performance, as measured through our Environmental Scorecards Incidents metric (on a weighted basis).

See "Annual Incentive Bonus" and "Long-Term Incentive Awards" under "Elements of Executive Compensation" below.

KEY CHANGES TO OUR 2025 EXECUTIVE COMPENSATION PROGRAM

Overview. In February 2025, the Committee approved certain prospective changes to the performance share component of our LTI program that applied beginning with our 2025 performance share grants. These changes, as well as the Committee's rationale and beliefs with respect thereto, are detailed below under this caption. The input we received from stockholders during engagement and our response are discussed in this section under "2025 Say-on-Pay Engagement Efforts and Response" below.

1. EXPIRATION OF THE "ENERGY TRANSITION MODIFIER" OR "ETM."

   • Intent and Operation. Our 2021-2024 performance share grants contained an ETM that tied LTI pay to our progress in advancing our low-carbon fuels strategy and growth consistent with our capital allocation framework and the achievement of our 2025 GHG emissions reductions/displacements target. The ETM could modify preliminary sub-total vesting results by up to 25 percent (positively or negatively) based on our annual achievement of targets for (i) GHG emissions reductions/ displacements in line with our publicly disclosed targets; and (ii) capital deployed for economic low-carbon initiatives.

   • Developments Leading to Expiration of the ETM.

     • ETM's Purpose Was Fulfilled. Our 2021-2024 performance share grants were made at times when we were seeking to maximize economic low-carbon fuels growth investments in order to solidify our leadership position in this space. The ETM helped catalyze the significant investments we made during this period under our capital allocation framework to expand our renewable diesel production capacity and begin SAF production. These projects were completed prior to the end of 2024 and helped us to become the leading producer of low-carbon transportation fuels and achieve our 2025 GHG emissions reductions/displacements target early. As a result, the key operational and strategic objectives of the ETM were fulfilled by the end of 2024 and it was not renewed.

     • Adverse Conditions for Low-Carbon Fuels Investments. Under our disciplined capital allocation framework, which has been a constant and key aspect of our strategy for over a decade, all growth capital projects (whether related to refining or low-carbon fuels) compete for capital and have been held to the same minimum after-tax internal rate of return requirement. Recently, adverse conditions and uncertainties with respect to the expected returns on many low-carbon fuels growth investments have reduced the anticipated competitiveness thereof relative to certain refining or other growth investments and, in turn, weakened the strength of alignment between investment decisions in line with our overall strategy and capital allocation framework and those that would have been incentivized by the renewal of the ETM.

     • Summary. The Committee allowed the ETM to expire after (i) its purpose was fulfilled and we achieved our 2025 GHG emissions reductions/displacements target early; and (ii) the landscape for low-carbon fuels growth projects changed.

2. REMOVAL OF NEGATIVE TSR CAP.

   • Background on Adoption. Our performance shares granted in 2023 and 2024 included a cap on overall payouts at target when our absolute TSR was negative over the performance period. Notably, however, in 2023 we also (i) began targeting relative TSR performance above the peer median for performance share grants; and (ii) raised the value of Valero Common Stock our senior executives must own by 50 percent, each of which remain in place and support a strong alignment between the incentives of our executive compensation program and stockholder outcomes.

   • Developments Leading to Removal. Since originally adopting the negative TSR cap, the Committee has been able to observe the actual versus intended effects thereof across several years of performance share grants and in the context of the recent increased volatility to the already cyclical nature of our commodity-based industry. With this added context and feedback from ongoing engagements, the Committee determined that a negative TSR cap is inappropriate for our particular business and strategy and actually weakens the overall link between our pay and performance.

   • Context of Our Business and Strategy. Our strategy of being one of the industry's most reliable, efficient, and low-cost operators, while maintaining a strong balance sheet, depends on the continued focus by our NEOs on outperforming our peers during both the highs and lows of our volatile commodity-based industry. Consistent with such long-term focus, we consider capital allocated to sustaining the operating capabilities and safety of our assets to be nondiscretionary under our capital allocation framework. The volatility of our industry exposes us to short-term stock price swings that can skew TSR measurements in ways that are not indicative of NEO performance and, with a negative TSR cap, can result in situations where achieving target TSR performance (i.e., above the median of the 12-member peer group discussed below) is rewarded the same as being the top-performer within the group. This can reduce the incentive to outperform peers in a down cycle and harm our ability to attract/retain talent, and is misaligned with our long-term strategy.

     Focus on Relative TSR. The Committee concluded that looking solely to relative TSR performance within our performance shares is consistent with our strategy and business outcomes and promotes our NEOs' continued focus on achieving peer-leading stockholder returns not only in an above mid-cycle margin environment, but also when uncontrollable external events result in down or below mid-cycle margins and returns (rendering a cap related to absolute negative TSR performance less effective in properly incentivizing NEO performance). Consistent with stockholder feedback, the Committee believes that relative TSR performance represents stockholder endorsement, or lack thereof, of our strategy and results. Regarding the ETM's expiration, the Committee believes that relative TSR assesses our overall performance across not only our refining segment, but also our low-carbon fuels segments, and therefore incentivizes our NEOs' focus on driving stockholder returns through company-wide performance. Based on feedback we received, our stockholders were supportive of our focus on relative TSR (without the negative TSR cap and without the ETM) and did not request any changes in this regard. As a result, and with the increased volatility to the already cyclical nature of our commodity-based industry from ongoing economic, geopolitical, and regulatory disruptions, the Committee concluded that focusing solely on relative TSR performance targeted above the peer median, but without the negative TSR cap and without the ETM, is currently the most appropriate way to incentivize our NEOs in alignment with stockholder outcomes and drive peer-leading performance in line with our particular business and strategy.

     2025 SAY-ON-PAY ENGAGEMENT EFFORTS AND RESPONSE

     Overview. At our 2025 annual meeting of stockholders, our say-on-pay proposal (for 2024 executive compensation) received over 75 percent approval (74.78 percent when including abstentions). While this represents strong overall support, the Committee was disappointed by the outcome, as it was a deviation from the high-level of approval received in recent years (94.90 percent in 2024 and 94.16 percent in 2023 (each including abstentions)). As discussed in further detail below, based on feedback received during our robust engagement efforts, the Committee believes that Valero's overall executive compensation program is well-supported by our stockholders and that the deviation in support for our 2025 say-on-pay proposal was primarily driven by the negative voting recommendation of one of the two leading U.S. proxy advisory firms.

     Engagement in 2025 and Into 2026. As noted above, we engage in stockholder, stakeholder, and proxy advisor outreach to solicit input on our executive compensation program, which has included senior leadership on our Board and/or members of our senior management team, as appropriate. Leading up to our 2025 annual meeting of stockholders, and through the remainder of 2025 and into 2026, our robust engagement efforts on compensation, sustainability, and governance included:

   • offering dialogue to our 100 largest stockholders;*

   • engaging with stockholders that collectively held approximately 48 percent of our Common Stock;* and

   • holding at least 58 different meetings with stockholders and proxy advisory firms, several of which included participation from members of the Committee, including the Committee's chair, and/or members of our senior management team.

* Measurements reflect our reasonable determinations based on available data and information.

Engagement on U.S. Proxy Advisory Firm's Negative Recommendation.

• Efforts Leading Up To Recommendation. As part of these efforts, members of our management team engaged with the proxy advisory firm referenced above that recommended against our 2025 say-on-pay proposal prior to the firm's issuance of its voting recommendation. The Committee itself also requested engagement with this proxy advisory firm prior to the issuance of its voting recommendation, but these efforts for additional engagement were declined. Ultimately, this proxy advisory firm recommended against our 2025 say-on-pay proposal just 15 days prior to our 2025 annual meeting of stockholders based primarily on the fact that it deemed the prospective removal of the negative TSR cap to be problematic, despite (i) the fact that such change did not impact our 2024 executive compensation (the subject of our 2025 say-on-pay proposal); and (ii) our decision to voluntarily file additional proxy solicitation materials with the SEC in order to provide more information with respect to such change (as well as the prospective expiration of the ETM) prior to such recommendation.

• Efforts Following Recommendation. Following this negative voting recommendation, the Committee and our management team focused their efforts on engaging with a wide range of stockholders in order to communicate the rationale for the Committee's decisions and to explain that (i) the referenced proxy advisory firm's own quantitative analysis indicated a low-level of concern with our pay for performance alignment; and (ii) the removal of the negative TSR cap and decision not to renew the ETM did not impact our 2024 executive compensation, which was the subject of our 2025 say-on-pay proposal.

What We Learned and Our Response. From these efforts, we learned that most of our institutional investors that have in-house compensation analysis teams were supportive of our executive compensation program, and that the stockholders who voted against our 2025 say-on-pay proposal consisted primarily of institutional investors who voted in line with such proxy advisory firm's negative voting recommendation without robust independent assessment or engagement with respect to our particular facts and circumstances in this context, or were strongly influenced by such recommendation. The proxy advisory firm that recommended against our 2025 say-on-pay proposal has significant influence over a portion of our institutional stockholder base that engages them and, in turn, our stockholder votes. This type of influence is concerning, especially when changes in the compensation program do not affect the compensation for the analysis year and were made as part of a strategy to (i) align management's incentives with stockholders' interests and returns; and (ii) attract, retain and reward management, not only during years when the entire industry is performing well, but also when management outperforms the industry when external events outside of its control result in a down cycle for the industry.

Based on the widespread support we heard during stockholder engagements, our overall strong 2025 say-on-pay results, and the increased volatility to the already cyclical nature of our commodity-based industry noted above, the Committee determined that, for our performance shares, focusing solely on relative TSR performance targeted above the peer median, but without the negative TSR cap and without the ETM, continues to be the most appropriate design for our particular business and strategy. Notably, the overwhelming majority of stockholders we engaged did not suggest that any changes made to our executive compensation program design were necessary to retain and, considering this input, the Committee made no changes with respect thereto for 2026 compensation. Ongoing stockholder, stakeholder, and proxy advisory firm engagement on such changes and/or our overall compensation program design will continue and be considered in future decisions.

Supplemental Compensation-Related Disclosures. While the Committee did not make any changes to our 2026 executive compensation program design as noted above, from engagement we learned that it might be helpful to more clearly convey the extent of the volatility of our particular industry. As such, the following graph (which ties to disclosures in our quarterly earnings releases) includes information with respect to the ongoing margin volatility we face from feedstock and product price fluctuations that are outside of our NEO's control. This uncontrollable volatility must be considered when setting and assessing our executive compensation, and helps demonstrate the advisability of the 2025 performance share design changes discussed above.

24.61

23.86

24.47

21.05

16.69

14.79

14.64

14.70

11.89

12.41

12.98

14.12

10.03

8.13

7.95

8.99

7.78

6.28

1.86

3.58

4.10

(2.41)

30.27

30

30.87

USGC Refining Product Margin (RVO Adjusted)*

25

Dollars Per Barrel ($)

20

15

10

5

0

1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25

Three Month Period

ULS Diesel Less Brent Crude CBOB Gasoline Less Brent Crude

* As used in the graph above, "USGC" refers to the U.S. Gulf Coast, "RVO" refers to the renewable volume obligation under the

U.S. Renewable Fuel Standard program, "CBOB" gasoline refers to Conventional Blendstock for Oxygenate Blending gasoline, and "ULS" diesel refers to ultra-low-sulfur diesel. More details on these figures, as well as other market reference prices and differentials with respect to our Refining, Renewable Diesel, and Ethanol segments, can be found in the average market reference prices and differentials tables and the corresponding notes thereto within our earnings release for the corresponding quarterly period referenced above.

RECENT CHIEF FINANCIAL OFFICER TRANSITION

As part of our well-established succession planning process, effective January 1, 2026, the Board elected Homer S. Bhullar to the role of SVP and CFO. Mr. Bhullar previously served as Vice President-Investor Relations and Finance and succeeded Mr. Fraser as CFO following his decision to retire as EVP and CFO effective as of the close of business on December 31, 2025, and as an employee in early February 2026. Mr. Bhullar did not serve as CFO at any point in 2025 and, as such, is not an NEO for such year. However, as previously disclosed, in connection with Mr. Bhullar's promotion to SVP and CFO, his target total pay was increased to align more closely with peer-median CFO levels and to be positioned consistent with the internal pay parity among top Valero executives. Specifically, Mr. Bhullar's annual base salary was increased from $500,000 to $770,000, his annual bonus target percentage was increased from 75 percent to 85 percent of base salary, and his long-term incentive target percentage was increased from 220 percent to 350 percent of base salary, in each case effective as of January 1, 2026.

VALERO'S COMPENSATION PHILOSOPHY

ELEMENTS OF EXECUTIVE COMPENSATION-SUMMARY

The primary elements of our 2025 executive compensation program, are summarized in the table below. We use the term "Target Total Pay" in this Compensation Discussion and Analysis to refer to the sum of an executive's base salary, targeted annual incentive bonus, and the target values of long-term incentive awards. The variable elements of our 2025 executive compensation program are summarized in further detail under "Executive Compensation Design Elements-Variable Pay" below.

Element* Form Key Characteristics

Fixed Variable

* Each of these elements and the key characteristics with respect thereto are discussed in further detail under "Elements of Executive Compensation" below. See also "Key Adjustments and Changes to Our 2025 Executive Compensation Program" and "2025 Say-on-Pay Engagement Efforts and Response" under "Executive Compensation in Summary" above.

PAY FOR PERFORMANCE ALIGNMENT RELATIVE TO PEERS

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 significantly dependent upon the achievement of both absolute and relative performance measures.

The table below shows relative performance and pay versus companies within our Compensation Comparator Peer Group over the three-year period ending in 2024 (results through 2025 cannot be determined until 2025 executive pay for all comparator companies is disclosed in 2026 proxy statements). We assess this relative performance and pay by (i) comparing our TSR relative to our peers; and (ii) by comparing "realizable" pay for our executives relative to "realizable" pay for the executives of our peers (for measuring relative pay) as set forth below. Because relative performance and pay versus peer companies is measured over the three-year period ending in 2024, the "realizable" pay within both the CEO comparison and the Top-5 Executives comparison includes pay levels for Joseph W. Gorder as our CEO in 2022, and for Mr. Riggs as our CEO in 2023 and 2024, and the Top-5 Executives comparison includes pay levels for Mr. Gorder as Executive Chairman for 2023. The Committee also reviews additional third-party pay and performance alignment analyses to assess the pay and performance relationship and to ensure our executive compensation program is producing the desired pay and performance alignment outcomes.

After assessing the following and other relevant data with the Committee's independent compensation consultant, we believe our performance aligned at a higher percentile relative to the peers below than did our executive compensation relative to the peers, demonstrating alignment between our executive compensation program design outcomes and stockholder interests.

Valero's Percentile Ranking vs. Peers(1)

Top-5 Executives(3) (including CEO)

86th percentile 64th percentile

Footnotes:

1. Reflects the 2025 Compensation Comparator Peer Group of 14 peers as described under "Administration of Executive Compensation Program-Peer Group and Benchmarking Data" below.

2. Represents "realizable" pay as reported in company annual proxy statements and includes: salaries, annual bonuses earned, long-term incentive awards that have vested or been exercised, the increase/decrease in value of long-term incentive awards that were still outstanding as of December 31, 2024, and one-off payments like severance to outgoing executives and sign-on awards for incoming executives.

3. Pay comparisons are drawn against the "Top-5" group of executives at Valero and the peers, inclusive of the CEO, the CFO, and the three highest-paid other named executive officers as disclosed in the respective proxy statements for each year within the three-year measurement period. The calculations are conducted on the cumulative pay of each company's five most highly compensated named executive officers. In cases in which a company included more than five named executive officers in their pay disclosures, only the five most highly paid executives were included in order to maintain consistency across all companies.

   The following graph illustrates the CEO three-year relationship between relative pay and relative performance versus the peers through 2024 (referenced in footnote (1) above) and shows that Valero's performance versus the peers aligned at a higher percentile than did Valero's CEO pay versus that of the peers' CEOs during this time period:

   
   
   

   Three-year pay history reflects Mr. Gorder's cumulative "realizable" pay during this period as our CEO in 2022 plus Mr. Riggs' "realizable" pay as CEO for 2023 and 2024.

   The following graph illustrates the top-5 NEOs' three-year relationship between relative pay and relative performance versus the peers through 2024 (referenced in footnote (1) above) and also shows that Valero's performance versus the peers aligned at a higher percentile than did Valero's top-5 NEOs' pay versus that of the peers' top-5 NEOs during this time period:

   
   
   

   Three-year pay history reflects the cumulative pay of top-5 NEOs' (including Mr. Gorder as Executive Chairman in 2023) "realizable" pay during this period.

   EXECUTIVE COMPENSATION DESIGN ELEMENTS-VARIABLE PAY

   Annual Incentive Bonus Program*

   Component	Metric(s)	Weight	Outcome Range
   Financial	Adjusted EPS**	40%	0% - 200%
   Operational		40%	0% - 200%
   	c) Refining Cash Operating Expense Management
   Strategic	Array of Initiatives, including financial, operational, and other strategic goals	20%	0% - 200%
   	COMBINED:	100%	0% - 200%

   1. Health, Safety, and Environment (HSE)

   2. Mechanical Availability

   * Our annual incentive bonus plan and matters related thereto are often referred to herein as our annual incentive bonus program.

   ** This metric reflects EPS attributable to Valero stockholders, assuming dilution, as adjusted to exclude certain special items, and is discussed in further detail and reconciled under "Elements of Executive Compensation-Annual Incentive Bonus" below.

   2025 Long-Term Incentive Program

   
   
   

   50% 50%

   Performance Shares* Restricted Stock

   • Performance outcomes determined by Valero's relative TSR vs. Performance Peer Group (discussed below)

   • Range of payout:

     0-200 percent of target, with

     payouts capped at

     200 percent regardless of outperformance vs.

     Performance Peer Group

   • 3-yr ratable vesting, with no re-testing

   • Targets above peer-median relative TSR performance

   90 percent of CEO Target Total Pay for 2025 is at risk (variable)

   • Value ultimately realized increases/decreases with Valero Common Stock price movement and dividends paid

   • 3-yr ratable vesting

* See "Elements of Executive Compensation-Long-Term Incentive Awards-Performance Shares" below.

Compensation Discussion and Analysis-Detail Adoption of Compensation Governance Best Practices

Our executive compensation program includes many features that are recognized as best practices, including those set forth below.

PAY FOR PERFORMANCE

• Incentive compensation (annual incentive bonus and long-term incentives) represents the majority (ranging from 80 percent to 90 percent) of the 2025 Target Total Pay of our named executive officers.

• We target 50 percent of the LTI face value and share count granted to our NEOs to be awarded in the form of performance shares tied to our relative TSR performance.

  STOCKHOLDER ALIGNMENT

• We use multiple performance metrics to motivate achievements that complement one another and that contribute to the long-term creation of stockholder value.

• Our officers and directors are subject to rigorous Stock Ownership and Retention Guidelines, as discussed under "Compensation-Related Policies" below, which require (i) more ownership for our CEO and President (as a percent of salary) than the median practices among our peers, and more broadly, among S&P 500 companies; and (ii) pre-approval from the Committee (for our CEO) and our CEO (for other officers) for sales exceeding 20 percent of the officer's holdings of Valero Common Stock, which promotes our NEOs' ongoing retention of Valero Common Stock following vesting beyond that of the minimum ownership requirements.

• We engage in stockholder, stakeholder, and proxy advisor outreach to solicit input on our executive compensation program, which has included senior leadership on our Board and/or members of our senior management team.

• 100 percent of our long-term incentive opportunity is denominated in shares of Valero Common Stock.

• Earned values under the performance share component of our LTI program are tied not only to increases to Valero's stock price, but also to the extent to which Valero's TSR surpasses our peers' (as described above) respective TSR.

  PROGRAM DESIGN

• Incentives are balanced between absolute performance goals (rewarding the achievement of pre-established goals) and relative measures (namely, relative TSR, which links incentives under performance shares to surpassing the TSR performance of our peers, as described above).

• We have maximum payout ceilings at 200 percent of target for both our annual incentive bonus program and our performance shares.

• Achievement of target performance for the relative TSR performance component of our performance shares requires performance above the peer-median TSR.

• Our executive pay program includes design features that mitigate against the risk of inappropriate behaviors.

• Our executive pay design aligns overall with practices among Valero's peers and in comparable industries.

  PAY BENCHMARKING

• Our revenues and market capitalization are within a reasonable range of the median revenues and market capitalization of the peer group of companies against which we benchmark our executives' pay, as discussed further under the caption "Peer Group and Benchmarking Data" below, reflecting that we make pay comparisons in a size-appropriate fashion.

• We benchmark against the median pay levels of the Compensation Comparator Peer Group (as described below) for each of base pay, annual incentive bonus, long-term incentives, and Target Total Pay.

  AVOID PROBLEMATIC PAY PRACTICES

• We have eliminated all change of control gross-ups for potential parachute excise taxes and maintain a policy against the implementation of change of control arrangements that contain gross-ups.

• We have a policy (i) stipulating that grants of performance shares contain "double trigger" terms and conditions for vesting in a change of control context such that performance shares will not automatically vest upon a change of control of Valero; and (ii) that states that the Committee may provide in the award agreement that if a participant's employment with Valero is terminated following a change of control, any unvested performance shares will vest on a partial, pro-rata basis (depending on length of service during the performance period) upon such termination (rather than vesting automatically in full upon the change of control), with such qualifications for an award as the Committee may determine.

• Our long-term incentive program mandates that any stock options cannot be re-priced without stockholder approval.

• Our named executive officers and directors are prohibited from pledging shares of our Common Stock as collateral or security for indebtedness, and may not purchase, sell, or write calls, puts, or other options or derivative instruments, including those that are designed to hedge or offset any decrease in the market value of our Common Stock.

• Our Executive Compensation Clawback Policy requires the return of bonuses and other incentive and equity compensation in certain restatement situations beyond those covered by minimum SEC and NYSE requirements.

  See "Compensation-Related Policies" below and "Risk Assessment of Compensation Programs" above for additional information.

  OTHER STRONG GOVERNANCE FEATURES

• The Committee is composed entirely of directors who meet the applicable independence standards of the SEC and NYSE.

• The Committee retains the services of an independent executive compensation consultant that provides services directly to the Committee.

• We conduct an annual say-on-pay vote as recommended by our stockholders.

• We have a declassified Board and all of our continuing directors stand for re-election each year.

• Our Board has approved a limit on the annual amount of equity compensation that may be paid to non-employee directors.

• We currently have nine independent directors who serve on four fully independent committees.

• We have an independent Lead Director.

• Our bylaws grant proxy access to our stockholders.

• Our bylaws permit stockholders to call special meetings of stockholders.

Administration of Executive Compensation Program

Our executive compensation program is administered by the Committee, which is composed of three independent directors. Policies adopted and/or overseen by the Committee are implemented by our compensation and benefits staff. In 2025, the Committee continued to retain Exequity LLP ("Exequity") as an independent compensation consultant for executive and director compensation matters. The nature and scope of the consultant's services are described under "Compensation Consultant Disclosures" below.

PEER GROUP AND BENCHMARKING DATA

The Human Resources and Compensation Committee uses peer group compensation data to assess benchmarks of base salary, annual incentive compensation, and long-term incentive compensation. The Committee uses the Compensation Comparator Peer Group (as described below) to benchmark compensation for our named executive officers. This reference is sometimes referred to in this proxy statement as "compensation survey data" or "competitive survey data."

Our compensation and benefits staff, under supervision of the Committee, develops initial recommendations for base salary, bonuses, and other compensation arrangements using the compensation survey data with assistance from Exequity. Our use of the data is consistent with our philosophy of providing executive compensation and benefits that are competitive with companies that we compete with for executive talent. In addition, the compensation survey data and analyses assist the Committee in assessing our pay levels and targets relative to companies in the Compensation Comparator Peer Group. See also "Elements of Executive Compensation-Benchmarking Competitive Pay Levels" below.

Compensation Comparator Peer Group

The Compensation Comparator Peer Group (applicable to 2025 salary, long-term incentive, and annual incentive bonus decisions) is composed of companies that either engage in U.S. domestic oil and gas operations or are large, complex companies from comparable industries that are representative of the scale and complexity of Valero's operations. The Compensation Comparator Peer Group is relevant to our business because we compete with the member companies for talent at every level from entry-level employees to senior executives. We believe that our pay comparisons are size-appropriate because the median revenues and market capitalization of the peer group are within a reasonable range of our revenues and market capitalization for the period covered in the competitive survey data (as discussed further below). Our understanding of this group's compensation programs/levels is vitally important in order to remain competitive in the market for employee and executive talent.

* Also a member of the Performance Peer Group as described below.

Given Valero's size and complexity, our employees at all levels would be qualified candidates for similar jobs at any of the companies included in this group. The Compensation Comparator Peer Group was approved by the Committee in October 2024 when executive pay levels were initially considered and established according to the annual pay review process and was also utilized in establishing 2025 LTI targets and awards, as discussed in further detail under "Process and Timing of Compensation Decisions" below under this caption and "Elements of Executive Compensation-Long-Term Incentive Awards" below.

The Committee established the group after considering: (i) direct competitor companies with whom Valero would either seek out executive talent or must defend our own (includes independent refining and marketing and integrated oil and gas companies with large-scale refining operations, with some consideration for oil and gas exploration and production companies and oil field services companies if similar in scale and complexity); (ii) similarly complex organizations in comparable industries within an appropriate and comparable size based on revenues and market capitalization (generally within the range of 50% to 250% of Valero's); and

(iii) companies generally employing typical U.S.-based approaches to executive pay and within a reasonable geographic proximity. In establishing the Compensation Comparator Peer Group, the Committee looked to position Valero within a reasonable range of the peer group median revenues and market capitalization.