Valero adds LPL CFO Audette to board, lifts pay
Valero adds independent director Matt Audette to its 11-member board and Audit Committee, with updated non-employee director compensation starting in 2027.
Rhea-AI Filing Summary
Valero Energy Corporation (VLO) reports that its board of directors increased its size to 11 members and elected Matthew (Matt) Audette as an independent director, effective September 17, 2026, with his initial term expiring at the 2027 annual meeting of stockholders. He has also joined the Board’s Audit Committee, effective immediately, and is expected to stand for re-election at that meeting.
Audette, President and Chief Financial Officer of LPL Financial Holdings Inc., will participate in Valero’s non-employee director compensation program. He received a pro-rata equity grant of 372 stock units, scheduled to vest on the first anniversary of the grant date, and is entitled to a pro-rata annual cash retainer of $101,667. Beginning in 2027, the Human Resources and Compensation Committee approved a $10,000 increase to both the annual cash retainer and equity grant components for non-employee directors.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size: 11 directors
Pro-rata equity grant to Matt Audette: 372 stock units
Pro-rata annual cash retainer to Matt Audette: $101,667
+5 more
8 metrics
Board size
11 directors
Size of Valero’s board after adding Matt Audette on September 17, 2026
Pro-rata equity grant to Matt Audette
372 stock units
Non-employee director compensation equity grant upon election to the board
Pro-rata annual cash retainer to Matt Audette
$101,667
Cash retainer for service from September 17, 2026 to the 2027 annual meeting
Increase in annual cash retainer
$10,000
Incremental annual cash retainer for non-employee directors beginning in 2027
Increase in annual equity grant
$10,000
Incremental value of annual equity grant for non-employee directors beginning in 2027
Refinery throughput capacity
3.0 million barrels per day
Combined capacity of 14 petroleum refineries
Renewable diesel and SAF capacity
1.2 billion gallons per year
Production capacity of Diamond Green Diesel Holdings LLC joint venture
Ethanol production capacity
1.7 billion gallons per year
Combined capacity of 12 ethanol plants in the U.S. Mid-Continent region
Key Terms
non-employee director compensation program, Audit Committee, forward-looking statements, sustainable aviation fuel, +1 more
5 terms
non-employee director compensation program financial
"Mr. Audette is entitled to participate in Valero’s non-employee director compensation program"
Audit Committee regulatory
"the Board appointed Mr. Audette to serve on the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
forward-looking statements regulatory
"Statements contained in this on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
sustainable aviation fuel technical
"which produces low-carbon fuels including renewable diesel and sustainable aviation fuel (SAF)"
Sustainable aviation fuel is a low‑carbon replacement for conventional jet fuel made from renewable sources (like plant residues, waste oils, or captured carbon) but refined to meet the same safety and performance rules as regular jet fuel. Investors care because SAF can lower airlines’ carbon footprints and exposure to tightening regulations, create new supply and cost dynamics in the fuel market, and drive long‑term demand shifts — like using cleaner fuel in the same airplane.
throughput capacity technical
"with a combined throughput capacity of approximately 3.0 million barrels per day"
Throughput capacity measures the maximum amount of product, work, or transactions a business process or facility can handle in a given time (for example, units per hour or transactions per day). Investors care because it shows how much revenue a company could potentially generate without adding resources; like a highway’s number of lanes, higher throughput capacity lets a business serve more customers and scale sales more quickly, while bottlenecks limit growth and increase costs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board change did VALERO ENERGY CORP/TX (VLO) announce in this 8-K?
Valero’s board increased its size to 11 members and elected Matt Audette as an independent director on September 17, 2026, with his initial term running until the 2027 annual meeting of stockholders and service on the Board’s Audit Committee, effective immediately.
What compensation will Matt Audette receive as a Valero (VLO) director?
Under Valero’s non-employee director compensation program, Matt Audette received a pro-rata equity grant of 372 stock units, vesting on the first anniversary of grant, and is entitled to a pro-rata annual cash retainer of $101,667 for his service through the 2027 annual meeting.
How is Valero (VLO) changing non-employee director compensation starting in 2027?
Beginning in 2027, Valero’s Human Resources and Compensation Committee approved a $10,000 increase to both the annual cash retainer and the equity grant components of the non-employee director compensation program described in the March 19, 2026 proxy statement.
What is Matt Audette’s professional background relevant to Valero (VLO)?
Matt Audette is the President and Chief Financial Officer of LPL Financial Holdings Inc. and previously served as Executive Vice President and Chief Financial Officer of E*TRADE Financial Corporation and in other senior roles, bringing over 15 years of public company CFO experience.
Does this Valero (VLO) 8-K include forward-looking statements?
Yes. The report states that certain disclosures, including the expected timing of the 2027 annual meeting and expectations that Mr. Audette will stand for re-election, are forward-looking statements covered by safe harbor provisions under the Securities Act and the Exchange Act.
What are Valero’s major operating capacities mentioned in the press release?
Valero reports operating 14 petroleum refineries with a combined throughput capacity of approximately 3.0 million barrels per day, renewable diesel and SAF production capacity of about 1.2 billion gallons per year via Diamond Green Diesel, and 12 ethanol plants with about 1.7 billion gallons per year capacity.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (210 ) 345-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
par value $0.01 per share | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 17, 2026, the board of directors (the “Board”) of Valero Energy Corporation (“Valero”) increased its size to 11 members and elected Matthew Audette as a member of the Board, with an initial term beginning immediately and expiring at Valero’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”). Additionally, the Board appointed Mr. Audette to serve on the Audit Committee of the Board, effective immediately. Mr. Audette is expected to stand for re-election at the 2027 Annual Meeting.
Mr. Audette is entitled to participate in Valero’s non-employee director compensation program, as described under “Director Compensation” in Valero’s proxy statement filed with the Securities and Exchange Commission on March 19, 2026 (the “2026 Proxy Statement”). On September 17, 2026, the Board’s Human Resources and Compensation Committee also approved a modest increase beginning in 2027 of $10,000 to both the annual cash retainer and the equity grant components of our non-employee director compensation program as described in the 2026 Proxy Statement. Pursuant to such program, Mr. Audette is entitled to receive pro-rata compensation for the period of his service on the Board from the date of his election on September 17, 2026, to the anticipated date of the 2027 Annual Meeting. Accordingly, Valero granted Mr. Audette a pro-rata equity grant of 372 stock units upon his election to the Board, which are scheduled to vest in full on the first anniversary of the date of grant, and Mr. Audette is also entitled to receive a pro-rata annual cash retainer in the amount of $101,667.
Item 7.01Regulation FD Disclosure.
We are furnishing the disclosure in this Item 7.01 in connection with Valero’s issuance of a press release on September 18, 2026, announcing Mr. Audette’s election to the Board and disclosing other items related to the disclosure in Item 5.02 above. The press release is attached to this current report on Form 8-K as Exhibit 99.01 and is hereby incorporated by reference into this Item 7.01.
The information in Items 7.01 and 9.01 of this current report on Form 8-K is being furnished, not “filed,” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement filed by Valero under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing. The furnishing of the information in Items 7.01 and 9.01 of this current report on Form 8-K is not intended to, and does not, constitute a determination or admission by Valero that such information is material or complete, or that investors should consider such information before making an investment decision with respect to any security of Valero or any of its affiliates.
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Safe Harbor Statement
Statements contained in this current report on Form 8-K and the exhibit hereto that state Valero’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. The forward-looking statements in this current report on Form 8-K and the exhibit hereto include the expected timing of the 2027 Annual Meeting and expectations that Mr. Audette will stand for re-election at the 2027 Annual Meeting. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of Valero’s control. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see Valero’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
99.01 | Press release dated September 18, 2026. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VALERO ENERGY CORPORATION (Registrant) | |||||||||||
| Date: | September 18, 2026 | By: | /s/ Richard J. Walsh | ||||||||
| Richard J. Walsh | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
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Exhibit 99.01
Valero Energy Corporation Elects
Matt Audette to its Board of Directors
SAN ANTONIO, September 18, 2026 – Valero Energy Corporation (NYSE: VLO, “Valero”) announced today that Matt Audette has been elected as an independent director to Valero’s board of directors (the “Board”) and has joined the Board’s Audit Committee, effective immediately.
Mr. Audette is the President and Chief Financial Officer of LPL Financial Holdings Inc. (NASDAQ: LPLA, “LPL”), a publicly traded company that serves the financial advisor-mediated marketplace as the nation’s largest independent broker-dealer, a leading investment advisory firm, and a top custodian. In this role, he is responsible for the firm’s financial, risk, compliance, supervision and client service and operations functions. Prior to joining LPL, Mr. Audette served as Executive Vice President and Chief Financial Officer of E*TRADE Financial Corporation and in various other executive and senior management roles at the firm.
“We are very pleased to welcome Matt to our board. With over 15 years of experience as a public company CFO, Matt will complement and enhance the existing depth of financial and accounting expertise on our board,” said Lane Riggs, Valero’s Chairman, Chief Executive Officer and President.
Mr. Audette earned a B.S. in accounting from Virginia Tech. He began his career in public accounting, auditing, and advising financial services clients.
About Valero
Valero Energy Corporation, through its subsidiaries (collectively, Valero), is a multinational manufacturer and marketer of petroleum-based and low-carbon liquid transportation fuels and petrochemical products, and sells its products primarily in the United States (U.S.), Canada, the United Kingdom (U.K.), Ireland, and Latin America. Valero operates 14 petroleum refineries located in the U.S., Canada, and the U.K. with a combined throughput capacity of approximately 3.0 million barrels per day. Valero is a joint venture member in Diamond Green Diesel Holdings LLC, which produces low-carbon fuels including renewable diesel and sustainable aviation fuel (SAF), with a production capacity of approximately 1.2 billion gallons per year in the U.S. Gulf Coast region. See the annual report on Form 10-K for more information on SAF. Valero also owns 12 ethanol plants located in the U.S. Mid-Continent region with a combined production
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capacity of approximately 1.7 billion gallons per year. Valero manages its operations through its Refining, Renewable Diesel, and Ethanol segments. Please visit investorvalero.com for more information.
Valero Contacts
Investors:
Brian Donovan, Vice President Investor Relations, 210-345-1682
Eric Herbort, Director Investor Relations and Finance, 210-345-3331
Gautam Srivastava, Director Investor Relations, 210-345-3992
Media:
Lillian Riojas, Executive Director Media Relations and Communications, 210-345-5002
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