DEF 14A of Valero Energy Corp/TX, Mar 18, 2025

DEF 14A of Valero Energy Corp/TX

Filed Mar 18, 2025 · FY20240001035002-25-000010

Open on EDGAR

  1. Available Information

    Available Information This proxy statement references various sustainability and climate-related reports, policies, and disclosures, and third-party conclusions, reports, and data, as well as reports, policies, and disclosures on certain compliance matters. Many of these and other reports, policies, and disclosures, such as our environmental, social, and governance (“ESG”) reports, Task-Force on Climate-related Financial Disclosures reports, information regarding our publicly disclosed 2035 target and long-term ambition regarding GHG emissions reductions/displacements, GHG emissions assurance, verifications, and validations, climate-lobbying report and disclosures on our political engagement, climate-lobbying, and trade associations are published on our website at www.valero.com > Investors > ESG. These reports, policies, and disclosures, as well as those referenced elsewhere herein (including any third-party conclusions, reports, and data discussed in this proxy statement), 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, 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 in this proxy statement represent a good faith effort by us to address our efforts, initiatives, and performance on an array of broadly defined sustainability and climate-related topics of interest to certain stakeholders. The inclusion of or reference to any such information in this proxy statement is not an indication that this information or statements related thereto are necessarily material to investors or require disclosure in our filings with the SEC.

  2. Available Information

    | Table of Contents | | | Table of Contents | |

  3. Available Information

    | Overview of Our Risk Management and Oversight Structure | 1 | Human Resources and Compensation Committee Report | 49 | | Proposal No. 1—Election of directors | 2 | Compensation Consultant Disclosures | 50 | | Summary of Each Director Nominee’s Skills, Experience, and Attributes | 3 | Equity Compensation Plan Information | 51 | | Nominees | 4 | Executive Compensation | 52 | | How Our Board is Structured, Governed, and Operates | 9 | Summary Compensation Table | 52 | | Our Directors’ Demonstrated Commitment in 2024 | 9 | Grants of Plan-Based Awards | 55 | | Overview of Our Board Committees | 9 | Outstanding Equity Awards at December 31, 2024 | 58 | | How We Maintain an Effective Board and Strong Director Performance | 14 | Option Exercises and Stock Vested | 60 | | Director Overboarding Policy | 14 | Post-Employment Compensation | 61 | | Director Refreshment and Retirement | 14 | Nonqualified Deferred Compensation | 63 | | Annual Board and Committee Evaluation Process | 15 | Potential Payments Upon Termination or Change of Control | 64 | | Director Continuing Education | 15 | Director Compensation | 67 | | New Director Orientation and Onboarding | 16 | Pay Ratio Disclosure | 70 | | Our Board’s Leadership Structure and Strong Independent Oversight | 16 | SEC Pay Versus Performance | 71 | | Recent Transition of Our Chairman of the Board | 16 | Proposal No. 2—Advisory vote to approve compensation of named executive officers | 76 | | The Role of Our CEO and Chairman | 17 | Proposal No. 3—Ratify appointment of KPMG LLP as independent auditor | 77 | | Our Board’s Strong Counterbalance of Independent Leadership and Oversight | 17 | KPMG LLP Fees | 78 | | Recent Transition of Our Independent Lead Director | 17 | Report of the Audit Committee for Fiscal Year 2024 | 79 | | The Role of Our Independent Lead Director | 17 | Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership | 80 | | Ongoing Evaluation and Consideration by the Board | 18 | 2025 Annual Meeting of Stockholders—Important Voting and Meeting Information | 83 | | How Our Board is Involved in CEO and Senior Executive Succession Planning | 18 | Miscellaneous | 88 | | How Our Director Nominees are Selected | 18 | Governance Documents and Codes of Ethics | 88 | | Additional Details on Our Risk Management and Oversight Structure | 19 | Stockholder Communications, Nominations, and Proposals | 88 | | Additional Highlights—Low-Carbon Fuels, Cybersecurity/IT, and Compliance | 21 | Other Business | 89 | | Risk Assessment of Compensation Programs | 23 | Financial Statements | 89 | | Compensation Discussion and Analysis (including table of contents for section) | 24 | Householding | 89 | | Executive Compensation in Summary | 24 | Transfer Agent | 90 | | Administration of Executive Compensation Program | 30 | | | | Elements of Executive Compensation | 33 | | |

  4. Available Information

    Our Board is soliciting proxies to be voted at our annual meeting of stockholders to be held on May 6, 2025 (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 10, 2025 (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 18, 2025, to stockholders entitled to vote at the Annual Meeting. See also “2025 Annual Meeting of Stockholders—Important Voting and Meeting Information.”

  5. Available Information

    | Table of Contents | | | | OVERVIEW OF OUR RISK MANAGEMENT AND OVERSIGHT STRUCTURE |

  6. Available Information

    Below is an overview of our risk management and oversight structure. The risk management, oversight, 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.”

  7. Available Information

    | Full Board | | | | | •Risk management and oversight is a responsibility of the full Board. The full Board exercises its oversight responsibilities directly and through its committees. •Valero’s low-carbon fuels strategy is one of several key areas overseen by the full Board. | | | | | Audit Committee | Human Resources and Compensation Committee | Nominating and Corporate Governance Committee | Sustainability and Public Policy Committee | | Key functions and areas of oversight and responsibility include Valero’s: •financial statements and public financial information integrity; •compliance with legal and regulatory requirements, with a focus on those with the potential to impact its financial statements or accounting policies; •policies and guidelines concerning financial risk exposures and the steps management has taken to monitor and control such exposures; •global compliance and ethics program, and annual compliance plan; •independent auditor and internal audit function; and •initiatives and strategies with respect to cybersecurity and information technology (“IT”) risks. | Key functions and areas of oversight and responsibility include: •risks and other matters related to Valero’s compensation and talent management programs, policies, and strategies, including Valero’s benefit plans; •management succession planning for Valero’s Chief Executive Officer (“CEO”) and other senior executives; •Valero’s initiatives and strategies in the areas of human capital management and leadership development; and •compliance with Valero’s Stock Ownership and Retention Guidelines. | Key functions and areas of oversight and responsibility include: •ensuring that the Board and its committees have the necessary mix of knowledge, skills, experience, and other attributes; •identifying and recommending qualified director nominees; •developing and recommending a set of corporate governance principles applicable to Valero; •the Board’s and its committees’ annual self-evaluation of performance; •Valero’s new director orientation and director continuing education programs; and •reviewing and acting on any related-party transactions. | Key functions and areas of oversight and responsibility include: •health, safety, and environmental (“HSE”) matters; •sustainability and climate-related risks and opportunities; •corporate responsibility and reputation management; •social, community, and public policy strategies and initiatives; •political issues, including political contributions and lobbying activities; and •compliance with legal and regulatory requirements for the operations of the company. | | Valero’s Management/Employees | | | | | Management and other employees engage in day-to-day risk identification and management, and promote safety, through: •executing our risk identification and management programs, plans, and systems, such as our Commitment to Excellence Management System (CTEMS), Environmental Excellence and Risk Assessment (EERA), and Fuels Management System (FMS); •taking an interdisciplinary approach that coordinates the views of various teams and subject matter experts (“SMEs”) across Valero, and facilitates continual communication on risk-related matters; and •reporting to the Board and its committees, and engaging with stockholders and stakeholders throughout the year. | | | |

  8. Available Information

    | 2025 PROXY STATEMENT | 1 |

  9. Available Information

    | Table of Contents | | | | PROPOSAL NO. 1—Election of directors |

  10. Available Information

    | ☑ | The Board recommends that the stockholders vote “FOR” each director nominee |

  11. Available Information

    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 2026 annual meeting of stockholders. The persons named on the proxy card intend to vote for the election of each of these nominees unless you validly direct otherwise. Majority Voting and Proxies. Under our bylaws, each director is to be elected 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 the persons named as proxies will use their best judgment in voting for any available nominee. See “2025 Annual Meeting of Stockholders—Important Voting and Meeting Information” below for additional information. Information Concerning Our Director Nominees. The Board has nominated the nine individuals listed below under “Nominees” 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. Robert A. Profusek, who currently serves on the Board, will retire at the Annual Meeting and is therefore not a nominee. The size of the Board will be decreased to nine directors effective as of the date of Mr. Profusek’s retirement. Proxies cannot be voted for a greater number of persons than the number of nominees named. Age and tenure data below are as of December 31, 2024.

  12. Available Information

    | 2 | 2025 PROXY STATEMENT |

  13. Available Information

    | Table of Contents | | PROPOSAL NO. 1—ELECTION OF DIRECTORS |

  14. Available Information

    | Summary of Each Director Nominee’s Skills, Experience, and Attributes |

  15. Available Information

    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 on the following pages and informed the Board in its decision to nominate such individuals as director nominees for the Annual Meeting.

  16. Available Information

    | | Diaz | Eberhart | Ffolkes | Greene | Majoras | Mullins | Riggs | Weisenburger | Wilkins | TOTAL | | SKILLS, EXPERIENCE, AND ATTRIBUTES | | | | | | | | | | | | CEO/LEADERSHIP adds to the Board’s leadership ability and understanding of operations and strategy | l | l | l | l | l | l | l | l | l | 9 | | SUSTAINABILITY/CLIMATE supports oversight of the sustainability and climate-related risks and opportunities we face, and is valuable to maintaining our license to operate | l | l | l | l | l | l | l | l | l | 9 | | HSE supports oversight of HSE matters and provides valuable knowledge and perspective on providing safe and responsible operations | l | l | l | l | l | l | l | l | l | 9 | | HUMAN CAPITAL MANAGEMENT supports oversight on matters such as succession planning, talent and leadership development, retention, compensation, and employee initiatives and strategies | l | l | l | l | l | l | l | l | l | 9 | | CORPORATE GOVERNANCE provides insight in fostering operational excellence, disciplined capital management, and long-term value, while also facilitating strong Board performance | l | l | l | l | l | l | l | l | l | 9 | | CYBERSECURITY/IT provides important knowledge and perspective in evaluating and overseeing the cyber and IT risks and opportunities we face | | l | l | l | l | | | l | l | 6 | | FINANCE AND ACCOUNTING is valuable in evaluating and overseeing our financial statements, capital structure, and financial risks and strategy | l | l | l | l | | l | l | l | l | 8 | | GLOBAL BUSINESS provides valuable business knowledge and perspective on our international operations and global markets and dynamics | l | l | l | | l | | l | l | l | 7 | | GOVERNMENT, LEGAL, REGULATORY, AND COMPLIANCE contributes to the Board’s ability to guide us through complex legal, regulatory, and public policy matters, and supports our commitment to compliance, ethics, and integrity | l | l | | l | l | | l | l | l | 7 | | RISK MANAGEMENT contributes to the identification, assessment, and prioritization of the risks we face | l | l | l | l | l | l | l | l | l | 9 | | ENERGY INDUSTRY is important in assessing and managing the risks and opportunities our business faces | l | l | l | l | l | l | l | | | 7 | | Upstream | | l | | | | l | l | | | 3 | | Midstream/Logistics | | l | l | l | | l | l | | | 5 | | Downstream/Industrial Gas/Utilities | | l | l | l | l | l | l | | | 6 | | INDEPENDENT represents directors who are independent under NYSE and SEC standards | l | l | l | l | l | l | | l | l | 8 |

  17. Available Information

    | Men | Women | White | Black/African American | Hispanic /Latino | | 50s | 60s | 70s | | < 4 | 5-9 | 10-14 | | | | | | | Years | | | | Years Tenure | | | |

  18. Available Information

    | 2025 PROXY STATEMENT | 3 |

  19. Available Information

    | Table of Contents | | PROPOSAL NO. 1—ELECTION OF DIRECTORS |

  20. Available Information

    | Nominees |

  21. Available Information

    | | 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 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, CLIMATE, 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. •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 | | Age: 59 Director Since: 2021 Committee: Audit Independent | |

  22. Available Information

    | | 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, her current service on the board of KORE Group Holdings, Inc. (“KORE”), a public company focused on IoT (Internet of Things) solutions, and LPL Financial Holdings Inc. (“LPL”), a public company focused on investment and business solutions for independent financial advisors. She is also a Certified Public Accountant. •SUSTAINABILITY AND CLIMATE – knowledge and 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 business 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: 71 Director Since: 2016 Committees: Audit (Chair); and Sustainability and Public Policy Independent Lead Director | |

  23. Available Information

    | 4 | 2025 PROXY STATEMENT |

  24. Available Information

    | Table of Contents | | PROPOSAL NO. 1—ELECTION OF DIRECTORS |

  25. Available Information

    | | 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 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 AND CLIMATE – 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 renewables and carbon-emissions regulations, to achieve better outcomes for environmental sustainability. •HUMAN CAPITAL MANAGEMENT AND GOVERNANCE – expertise through her business leadership experience noted above, and her current service on the board of Masco Corporation, a public global manufacturing company, where she serves on the compensation and talent management committee (committee responsibilities include human capital, and diversity and inclusion oversight), and 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 | | Age: 53 Director Since: 2022 Committee: Nominating and Corporate Governance Independent | |

  26. Available Information

    | | 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, CLIMATE, AND HSE – 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). •CYBERSECURITY/IT – expertise through her former service 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, Rowen Foundation, 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: 58 Director Since: 2016 Committees: Nominating and Corporate Governance (Chair); and Sustainability and Public Policy Independent | |

  27. Available Information

    | 2025 PROXY STATEMENT | 5 |

  28. Available Information

    | Table of Contents | | PROPOSAL NO. 1—ELECTION OF DIRECTORS |

  29. Available Information

    | | DEBORAH P. MAJORAS | | | Featured experience, qualifications, and attributes: •GLOBAL BUSINESS LEADERSHIP, SUSTAINABILITY, AND CLIMATE – experience 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, 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 Department of Justice, 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 former service on the board of the Leadership Council on Legal Diversity, and 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. •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 American Express Company (“American Express”), where she serves on the nominating, governance and public responsibility committee and the risk committee, and her current service on the executive committee of the United States Golf Association and the boards of the University of Virginia Law School Foundation, Westminster College, and the First Tee Foundation. Other public company boards (current): American Express Prior public company boards (last five years): None | | Age: 61 Director Since: 2012 Committees: Sustainability and Public Policy (Chair); and Nominating and Corporate Governance Independent | |

  30. Available Information

    | | 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. •SUSTAINABILITY, CLIMATE, 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 Corporation (“PG&E”). •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 previously served as chair of the audit committee of Anadarko, and on the audit committee of PG&E. •GOVERNANCE – expertise through his business 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 and PG&E | | Age: 62 Director Since: 2020 Committees: Audit; and Human Resources and Compensation Independent | |

  31. Available Information

    | 6 | 2025 PROXY STATEMENT |

  32. Available Information

    | Table of Contents | | PROPOSAL NO. 1—ELECTION OF DIRECTORS |

  33. Available Information

    | | 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 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 the past decade, which have been pivotal to Valero’s ability to provide peer-leading performance and stockholder returns. •REFINING AND MARKETING, HSE, 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 organization dramatically improved in safety, reliability, cost management, and environmental measures. •HUMAN CAPITAL MANAGEMENT, SUSTAINABILITY, AND CLIMATE – 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 the renewable diesel expansion project in St. Charles, Louisiana, and the construction of the renewable diesel plant in Port Arthur, Texas. He has also been intimately involved in the strategic planning and capital decisions involving Valero’s other low-carbon projects. Other current or prior public company boards (last five years): None | | Age: 59 Director Since: 2023 Chairman, Chief Executive Officer and President | |

  34. Available Information

    | | 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, CLIMATE, 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 | | Age: 66 Director Since: 2011 Committee: Human Resources and Compensation Independent | |

  35. Available Information

    | 2025 PROXY STATEMENT | 7 |

  36. Available Information

    | Table of Contents | | PROPOSAL NO. 1—ELECTION OF DIRECTORS |

  37. Available Information

    | | 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, SUSTAINABILITY, AND CLIMATE – 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, which aims to develop and accelerate an integrated and transparent diversity, equity, and inclusion strategy. •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 | | Age: 73 Director Since: 2011 Committees: Human Resources and Compensation (Chair); and Sustainability and Public Policy Independent | |

  38. Available Information

    For information regarding the nominees’ and other directors’ independence, Common Stock holdings, compensation, and other arrangements, see “Compensation Discussion and Analysis,” “Director Compensation,” and “Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership” below.

  39. Available Information

    | 8 | 2025 PROXY STATEMENT |

  40. Available Information

    | Table of Contents | | | | HOW OUR BOARD IS STRUCTURED, GOVERNED, AND OPERATES |

  41. Available Information

    | Our Directors’ Demonstrated Commitment in 2024 |

  42. Available Information

    | BOARD, COMMITTEE, AND ANNUAL MEETING ATTENDANCE |

  43. Available Information

    Annual Meeting of Stockholders. All Board members are expected to attend the Annual Meeting. All directors then serving on the Board attended Valero’s 2024 annual meeting of stockholders. 2024 Board and Committee Meetings. During 2024, our Board held six meetings and Valero’s four Board committees held a total of 18 meetings, and none of our Board members attended less than 75 percent of the meetings of the Board and committees of which he or she was then serving as a member.

  44. Available Information

    | In 2024, we had 100 percent director attendance at Board meetings and over 98 percent aggregate average committee member attendance at committee meetings, showing our Board’s commitment and engagement. |

  45. Available Information

    | 2024 ACCOMPLISHMENTS AND HIGHLIGHTS |

  46. Available Information

    In 2024, some of the key accomplishments and highlights that the Board’s oversight helped enable included: •earned net income attributable to Valero stockholders of $8.58 per share, assuming dilution; •returned $4.3 billion to stockholders through stock purchases and dividend payments; •increased Valero’s dividend to $1.07 per share in January 2024 (and again to $1.13 per share in January 2025); •director nominees at the 2024 annual meeting of stockholders received average support of approximately 96.6 percent; •successfully completed the CEO transition to Mr. Riggs and elected Mr. Riggs as Chairman of the Board; •successfully completed and started up the large-scale sustainable aviation fuel (“SAF”) project at our renewable diesel plant in Texas on schedule and under budget, providing the plant the optionality to upgrade approximately 50 percent of its current renewable diesel annual production capacity to neat SAF;1 •achieved Valero’s best-ever Tier 1 API Process Safety performance in the refining segment;2 •achieved Valero’s best-ever refinery total recordable incident rate (“TRIR”) for both Valero’s employees and its employees and contractors on a combined basis;3 •achieved Valero’s second-best ever environmental performance as measured through our refinery Environmental Scorecard Incidents metric (on a weighted basis);2 and •the 2024 accomplishments and highlights of our committees discussed under “Overview of Our Board Committees” below.

  47. Available Information

    | 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. | The committees’ respective charters are available on our website at: www.valero.com u Investors u ESG u Governance Documents u Charters |

  48. Available Information

    | | Committee Structure/Composition Highlights | | Independence. Our Board has determined that the members of each of our four Board committees are “independent” under applicable regulations/standards. See “Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership” below for additional information on director independence. Oversight of Key Areas. The duties and responsibilities of our Board committees collectively assist the Board with oversight over key areas, including HSE, public policy, sustainability, and climate‐related matters, compliance, financial statement integrity, cybersecurity/IT, governance, overboarding, succession planning, and human capital management. | |

  49. Available Information

    1 See page five of our annual report on Form 10-K for the year ended December 31, 2024 for more information on SAF. 2 These performance metrics are defined and discussed in further detail under “Compensation Discussion and Analysis” below. 3 TRIR is defined as the number of recordable injuries per 200,000 working hours.

  50. Available Information

    | 2025 PROXY STATEMENT | 9 |

  51. Available Information

    | Table of Contents | | HOW OUR BOARD IS STRUCTURED, GOVERNED, AND OPERATES |

  52. Available Information

    | AUDIT COMMITTEE |

  53. Available Information

    Current Audit Committee Members:

  54. Available Information

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

  55. Available Information

    2024 Meetings and Attendance. The Audit Committee met five times in 2024 and there was 100 percent attendance by each member then serving on the committee. 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. The Audit Committee’s key functions and areas of oversight and responsibility are further described in the committee’s charter, which is available on our website at the address indicated at the beginning of this “Overview of Our Board Committees” discussion. 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,” and under “Additional Details on Our Risk Management and Oversight Structure,” and “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. 2024 Accomplishments and Highlights. In 2024, some of the key accomplishments and highlights of the committee’s activities throughout the year or that its oversight helped enable included: •established an enhanced annual process to formally evaluate the performance of Valero’s independent auditor and held an executive session with them at every committee meeting; •oversaw and approved the successful transition of the independent auditor’s lead engagement partner; •continued focus and attention on cybersecurity and IT practices and risks, including receiving its annual cybersecurity update report, as well as discussing Valero’s use of data, technology, and artificial intelligence (“AI”); •regularly reviewed and discussed the impacts of various environmental, climate, sustainability, regulatory, and other developments on Valero’s financial statements and public disclosures; •implemented an enhanced process for reviewing Valero’s earnings release information prior to issuance; •continued importance placed on accurate and timely financial statement reporting, including through periodic reports on Valero’s controls and procedures framework, Sarbanes-Oxley compliance, financial reporting, internal audit, and financial statement integrity initiatives; •reviewed and approved Valero’s implementation of a revised internal audit charter consistent with the requirements of the new Global Internal Audit StandardsTM, and oversaw the execution of Valero’s 2024 internal audit plan, with services covering matters related to Valero’s low-carbon fuels and cybersecurity efforts, among others; •continued focus on enterprise risk management, including through specific reports to the committee on Valero’s insurance and risk identification and mitigation, and by overseeing the implementation of a new third-party risk management system; •furthered Valero’s global compliance program, including its initiatives on data protection and mobile communications; and •received quarterly updates on Valero’s ethics helpline activity, referable compliance issues, company policy updates, and other compliance initiatives and efforts.

  56. Available Information

    | 10 | 2025 PROXY STATEMENT |

  57. Available Information

    | Table of Contents | | HOW OUR BOARD IS STRUCTURED, GOVERNED, AND OPERATES |

  58. Available Information

    | HUMAN RESOURCES AND COMPENSATION COMMITTEE |

  59. Available Information

    Current Human Resources and Compensation Committee Members:

  60. Available Information

    | | | | | | Rayford Wilkins, Jr. (Chair) | Eric D. Mullins | Robert A. Profusek | Randall J. Weisenburger |

  61. Available Information

    2025 Committee Member Changes. In February 2025, Mr. Mullins also became a member of the committee. Robert A. Profusek will retire from the Board effective at the Annual Meeting. 2024 Meetings and Attendance. The Human Resources and Compensation Committee met four times in 2024 and there was 100 percent attendance by each member then serving on the committee. Key Functions and Responsibilities. The committee’s key functions and areas of oversight and responsibility include: (i) Valero’s compensation programs, policies, and strategies; (ii) succession planning for Valero’s CEO and other senior executives; (iii) talent management and compensation-related risks; (iv) human capital management and leadership development; and (v) stock ownership and retention. The Human Resources and Compensation Committee’s key functions and areas of oversight and responsibility are further described in the committee’s charter, which is available on our website at the address indicated at the beginning of this “Overview of Our Board Committees” discussion. We 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,” “Risk Assessment of Compensation Programs,” and “Compensation Discussion and Analysis” below. Human Resources and Compensation Committee Report. The Human Resources and Compensation Committee Report for fiscal year 2024 appears in this proxy statement immediately following “Compensation Discussion and Analysis” below. Compensation Committee Interlocks and Insider Participation. There are no compensation committee interlocks. None of the members of the Human Resources and Compensation Committee has served as an officer or employee of Valero, or had any relationship requiring disclosure by Valero under Item 404 of SEC Regulation S-K (regarding related-party transactions). Limited Delegation of Authority. For administrative convenience, our bylaws authorize the Human Resources and Compensation Committee to delegate authority to our CEO or other executive officer to make certain non-material amendments to Valero’s benefit plans. As permitted by our bylaws, the Human Resources and Compensation Committee has also delegated authority to our CEO to make limited grants of equity awards to key employees who are not executive officers. 2024 Accomplishments and Highlights. In 2024, some of the key accomplishments and highlights of the committee’s activities throughout the year or that its oversight helped enable included: •Valero received 94.9 percent “say-on-pay” approval from stockholders on its 2023 executive compensation; •approved the highest ever adjusted earnings per share target within Valero’s annual incentive bonus program; •kept the cash fees and equity grant levels to our non-employee directors flat from 2023, other than a modest increase to the additional cash fees paid to our Lead Director to better align with peer median levels (approved in September 2023 for 2024 pay), which was the first time any element of non-employee director compensation had been increased since 2020; •reviewed and discussed Valero’s comprehensive succession planning for key positions and critical talent across the company and also helped lead a discussion thereof with the full Board; •oversaw various compensation matters related to completion of the CEO transition to Mr. Riggs and the 2024 compensation of our former Executive Chairman; •continued focus on aligning pay for performance within Valero’s executive compensation program; and •frequently discussed the appropriateness and rigor of various metrics within Valero’s executive compensation program.

  62. Available Information

    | 2025 PROXY STATEMENT | 11 |

  63. Available Information

    | Table of Contents | | HOW OUR BOARD IS STRUCTURED, GOVERNED, AND OPERATES |

  64. Available Information

    | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |

  65. Available Information

    Current Nominating and Corporate Governance Committee Members:

  66. Available Information

    | | | | | Kimberly S. Greene (Chair) | Marie A. Ffolkes | Deborah P. Majoras |

  67. Available Information

    2024 Meetings and Attendance. The Nominating and Corporate Governance Committee met four times in 2024 and there was 100 percent attendance by each member then serving on the committee. 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; (iv) new director orientation and director continuing education; and (v) related-party transactions. The Nominating and Corporate Governance Committee’s key functions and areas of oversight and responsibility are further described in the committee’s charter, which is available on our website at the address indicated at the beginning of this “Overview of Our Board Committees” discussion. 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 under the other captions in 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 independent Lead Director to preside at meetings of the independent directors without management, each of which was approved by the Board’s independent directors. See “Our Board’s Leadership Structure and Strong Independent Oversight” below for additional information. 2024 Accomplishments and Highlights. In 2024, some of the key accomplishments and highlights of the committee’s activities throughout the year or that its oversight helped enable included: •oversaw and guided an evaluation and assessment of Valero’s Board leadership structure and transitional changes, including the election by the Board’s independent directors (following the committee’s recommendation) of Mr. Riggs to serve as Chairman of the Board upon Joseph W. Gorder’s retirement as Executive Chairman, and the election of a new independent Lead Director, which was ultimately acted upon in 2025 as discussed below; •continued to assesses 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 on Valero maintaining a comprehensive and effective Board and committee evaluation process, including the committee’s chair soliciting candid feedback on certain matters through individual director conversations; •reviewed and discussed officer and director exculpation developments, including stockholder and stakeholder views with respect thereto, and determined to recommend against seeking to amend Valero’s charter to provide for officer exculpation; •regularly evaluated potential director candidates in the context of the Board’s knowledge, skills, and experience, the Board’s size, and the impact of expected retirements under Valero’s director retirement policy; •reviewed and discussed Valero’s efforts to observe proper subsidiary corporate governance practices and separateness; •received a report on Valero’s governance policies and procedures regarding use of the corporate aircraft;

  68. Significant Business and Organizational Achievements Related to Compensation Targets:*

    Significant Business and Organizational Achievements Related to Compensation Targets:* •Earned $8.58 per share ($8.48 per share excluding special items, as discussed further below). •Returned $4.3 billion to stockholders through stock purchases totaling $2.9 billion and dividend payments of $1.4 billion. •Achieved best-ever Tier 1 API Process Safety performance in the refining segment. •Achieved second best-ever environmental performance as measured through our refinery Environmental Scorecard Incidents metric (on a weighted basis). •Successfully completed and started up the large-scale SAF project at our renewable diesel plant in Texas on schedule and under budget, providing the plant the optionality to upgrade approximately 50 percent of its current renewable diesel annual production capacity to neat SAF. *See “Annual Incentive Bonus” and “Long-Term Incentive Awards” below for more details on our achievements.

  69. Compensation-Related Engagement

    | ☑ | Tightly link company performance and executive pay | ☑ | Balance compensation over the short and long term | | ☑ | Align the interests of executives and stockholders | ☑ | Facilitate retention of top executive talent | | ☑ | Manage risk and adopt best practices in executive pay | ☑ | Advance HSE, sustainability, and other strategic goals through executive incentives |

  70. Compensation-Related Engagement

    | Element | Form | Key Characteristics | | Base Salary | Cash | •Takes into consideration scope and complexity of the role, peer market data, experience of the incumbent, and individual performance and circumstances •Aligned with competitive practices in order to support recruitment and retention of top talent | | Annual Incentive Bonus Program | Performance-Based Cash | •Variable component of annual pay focused on achievement of short-term annual financial, operational, and strategic objectives that are critical drivers for safe and reliable operations, returns to stockholders, the disciplined use of capital, and achievement of HSE, sustainability, and other strategic goals | | Long-Term Incentive Program | Performance Shares* (50%) | •Earned based on relative TSR against the twelve-member Performance Peer Group discussed below (inclusive of Valero) across a three-year period and two metrics related to low-carbon goals •Incentivizes stockholder returns and commitment to our low-carbon objectives, including reductions/displacements of GHG emissions and investments in low-carbon initiatives | | | Restricted Stock (50%) | •Value delivered is driven by absolute performance of Valero Common Stock and returns to stockholders through dividends •Aids in the retention of critical talent •Vests 1/3 per year over three years |

  71. Compensation-Related Engagement

    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 five-year period ending in 2023 (results through 2024 cannot be determined until 2024 executive pay for all comparator companies is disclosed in 2025 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 five-year period ending in 2023, the “realizable” pay within both the CEO comparison and the Top-5 Executives comparison includes pay levels for Mr. Gorder as CEO through 2022, and for Mr. Riggs as CEO in 2023, and the Top-5 Executives comparison includes pay levels for Mr. Gorder as Executive Chairman for 2023. The Committee regularly 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.

  72. Compensation-Related Engagement

    | 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. |

  73. Compensation-Related Engagement

    | | | Valero’s Percentile Ranking vs. Peers (1) | | | Timeframe | Role | Relative TSR Performance vs. Peers | Relative Pay(2) vs. Peers | | 5 Years (ending in 2023) | CEO | 85th percentile | 62nd percentile | | | Top-5 Executives(3) (including CEO) | 85th percentile | 54th percentile |

  74. Compensation-Related Engagement

    Footnotes: (1)Reflects the 2024 Compensation Comparator Peer Group of 14 peers as described under the caption “Peer Group and Benchmarking Data” below. Peer company Dow Inc. is excluded from the five-year pay and performance analysis due to its April 2019 spin-off. (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, 2023; 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 five 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.

  75. Annual Incentive Bonus Program*

    Annual Incentive Bonus Program*

  76. Annual Incentive Bonus Program*

    | Component | Metric(s) | Weight | Outcome Range | | Financial | EPS, adjusted** | 40% | 0% - 200% | | Operational | a) Health, Safety, and Environment (HSE) b) Mechanical Availability c) Refining Cash Operating Expense Management | 40% | 0% - 200% | | Strategic | Array of Initiatives, including HSE, sustainability, and other strategic goals | 20% | 0% - 200% | | COMBINED: | | 100% | 0% - 200% |

  77. Annual Incentive Bonus Program*

    *Our annual incentive bonus plan and matters related thereto are often referred to herein as our annual incentive bonus program. **Earnings per share (“EPS”) attributable to Valero stockholders, adjusted assumes dilution and excludes certain special items, as discussed in further detail below.

  78. Annual Incentive Bonus Program*

    | 28 | 2025 PROXY STATEMENT |

  79. Annual Incentive Bonus Program*

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  80. Annual Incentive Bonus Program*

    | | 2024 Long-Term Incentive Program | | | | 50% | 50% | | | Performance Shares* | Restricted Stock | | | •Primary performance measure: Relative TSR vs. Performance Peer Group •Secondary performance measure: Energy Transition Modifier tied to GHG emissions reductions/displacements and growth capital deployed for low-carbon initiatives •Range of payout: 0% to 200% of target •3-yr ratable vesting, with no re-testing | •Value ultimately realized increases/decreases with the Valero Common Stock price movement and dividends paid •3-yr ratable vesting |

  81. Adoption of Compensation Governance Best Practices

    •Incentive compensation (annual incentive bonus and long-term incentives) represents the majority (ranging from 78 percent to 90 percent) of the 2024 Target Total Pay of our named executive officers. •We target 50 percent of the LTI value and share count granted to our NEOs to be awarded in the form of performance shares tied to our relative TSR performance.

  82. Adoption of Compensation Governance Best Practices

    •We have maximum payout ceilings on both our annual incentive bonus opportunities 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 typical practices among Valero’s peers and in comparable industries.

  83. Adoption of Compensation Governance Best Practices

    | PAY BENCHMARKING |

  84. Adoption of Compensation Governance Best Practices

    •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 for each of base pay, annual incentive bonus, long-term incentives, and Target Total Pay.

  85. Administration of Executive Compensation Program

    | PEER GROUP AND BENCHMARKING DATA |

  86. Administration of Executive Compensation Program

    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 (further 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 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 the disclosures under “Elements of Executive Compensation—Benchmarking Competitive Pay Levels” below.

  87. Compensation Comparator Peer Group

    Compensation Comparator Peer Group The Compensation Comparator Peer Group (applicable to 2024 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 and levels is vitally important in order to remain competitive in the market for employee and executive talent.

  88. Compensation Comparator Peer Group

    | Compensation Comparator Peer Group | | | Chevron Corporation | HF Sinclair Corporation* | | ConocoPhillips* | Lockheed Martin Corporation | | Dow Inc. | LyondellBasell Industries N.V.* | | EOG Resources, Inc.* | Marathon Petroleum Corporation* | | Exxon Mobil Corporation | Occidental Petroleum Corporation* | | General Motors Company | Phillips 66* | | Halliburton Company | RTX Corporation |

  89. Compensation Comparator Peer Group

    * 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 November 2023 when executive pay levels were initially considered and established according to the annual pay review process as further described under the caption “Process and Timing of Compensation Decisions” below. The Compensation Comparator Peer Group was also utilized in establishing 2024 long-term incentive targets and awards as further described under “Elements of Executive Compensation—Long-Term Incentive Awards.” 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.

  90. Compensation Comparator Peer Group

    | 2025 PROXY STATEMENT | 31 |

  91. Compensation Comparator Peer Group

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  92. Performance Peer Group

    Performance Peer Group We use a different peer group for purposes of determining the relative performance of Valero’s TSR. We use this relative TSR metric in the performance share component of our LTI program. The 2024 Performance Peer Group was selected based on the members’ engagement in U.S. domestic refining and marketing operations or comparable industries. In addition, we confirm the correlation of these companies’ stock price over time with Valero’s in order to ensure that we are making TSR comparisons against companies whose stock price can generally be expected to perform in consistent ways in relation to Valero’s. This testing helps confirm that Valero’s outperformance versus peers is attributable to the stewardship of our executives, as opposed to extraneous market conditions. Our use of different peer groups for compensation and performance is based on our belief that when measuring business performance, companies with a similar business model (or with similar operations within such business model) should be included. But we also recognize that comparing the performance of Valero’s operations with those of upstream and integrated oil and gas companies, and similarly complex organizations in comparable industries, can result in anomalies due to the mismatch in how similar industry-specific events can impact companies with these varying business models. Broader events arising from legal, regulatory, and political uncertainties, as well as global geopolitical and other conflicts and tensions, also affect companies differently, adding to the difficulty in formulating a peer group without anomalies in results. In addition, there are relatively few companies in our business against which clear comparisons can be drawn, rendering a peer group composition more challenging than in most industries. In February 2024, the Committee approved/established a peer group for TSR measurement applicable to the 2024 annual awards of performance shares (and the 2023 annual and transitional grants) as set forth below. Included in the peer group is the Energy Select Sector SPDR Fund (XLE) index, which serves as a proxy for stock price performance of the energy sector and includes companies with which we compete for capital. The change in the XLE index price across the designated performance periods is measured as TSR. Valero is included in this peer group when results are calculated. In addition to Valero, such peer group for the 2024 and 2023 awards is composed of the following ten companies and the XLE index. As previously disclosed, LyondellBasell Industries N.V. is not included for the 2022 awards (e.g., the group approved/established in February 2024 for the third tranche thereof).

  93. Performance Peer Group

    | Performance Peer Group (for Relative TSR Comparison) | | | ConocoPhillips* | Marathon Petroleum Corporation* | | CVR Energy, Inc. | Occidental Petroleum Corporation* | | Delek US Holdings, Inc. | PBF Energy Inc. | | EOG Resources, Inc.* | Phillips 66* | | HF Sinclair Corporation* | Energy Select Sector SPDR Fund (XLE) | | LyondellBasell Industries N.V.* | |

  94. Performance Peer Group

    *Also a member of the Compensation Comparator Peer Group as described previously.

  95. Performance Peer Group

    | PROCESS AND TIMING OF COMPENSATION DECISIONS |

  96. Performance Peer Group

    The Committee reviews and approves all compensation targets for the NEOs each year in conjunction with Valero’s annual strategic planning meeting (October or November) and reviews and determines annual incentive compensation payouts (annual incentive bonus and long-term incentives) in the first quarter of the fiscal year after the conclusion of previously approved performance periods. Our CEO evaluates the performance of the other NEOs and develops individual recommendations based upon the competitive survey data. Our CEO and the Committee may make adjustments to the recommended compensation based upon an assessment of an individual’s performance and contributions to Valero, or for retention or other reasons. The compensation for our CEO is reviewed by the Committee and recommended to the Board’s independent directors for approval. This assessment is based on the competitive survey data and, as applicable, other factors described in this Compensation Discussion and Analysis, and adjustments may be made based upon the independent directors’ evaluation of our CEO’s performance and contributions, as well as individual circumstances. We evaluate the total compensation opportunity offered to each NEO at least once annually. The Committee assesses the target levels of annual incentive and LTI compensation for the current fiscal year based upon its review of competitive survey data provided by Exequity (and, as applicable, other factors described in this Compensation Discussion and Analysis), and recommendations from Valero’s CEO for other NEOs. The Committee also reviews competitive survey data (and, as applicable, other factors described in this Compensation Discussion and Analysis) for annual salary rates for NEO positions for the next fiscal year and approves (or recommends to the other independent directors in the case of our CEO) new salary rates to become effective the next fiscal year.

  97. Performance Peer Group

    | 32 | 2025 PROXY STATEMENT |

  98. Performance Peer Group

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  99. Performance Peer Group

    The Committee may, however, review salaries or grant LTI awards at other times during the year because of new appointments or promotions, or for retention or other strategic reasons. The Committee does not time the grants of long-term incentive awards around Valero’s release of new material information or time the release of new material information for purposes of affecting the value of executive compensation. Valero had no outstanding stock option awards (vested or unvested) as of December 31, 2024, and has recently only granted restricted shares, performance shares, and, for non-employee directors, stock units.

  100. Elements of Executive Compensation

    Elements of Executive Compensation We believe that (i) variable pay (i.e., annual incentive bonus and long-term equity-based incentives that do not become a permanent part of base salary)—when delivered through appropriate incentives—is ultimately the best way to drive total compensation among our NEOs, and (ii) a significant portion of our NEO’s compensation should be incentive-based and determined by both company and individual performance. Our executive compensation program is designed to accomplish the following long-term objectives: •to provide compensation payouts that are tied to the performance of internal and external metrics both on a relative and absolute basis; •to align executives’ pay opportunities with stockholder value creation; and •to attract, motivate, and retain the best executive talent in our industry. We believe that superior performance is motivated when an executive’s achievement of his or her full compensation opportunities is contingent on achieving performance results that exceed pre-established goals and/or outperforming peers. Our annual incentive bonus program rewards are tied to: •safe, reliable, and efficient operations; •environmental stewardship; •returns to stockholders; •achievement of HSE and sustainability goals; and •attainment of other key financial, operational, and strategic performance measures. We believe that incentives that drive stockholder value should also drive named executive officer pay. Our long-term equity incentive awards are designed to tie executives’ financial reward opportunities with increased stockholder value creation, including through stock price performance (both absolute and relative to the peer group) and the payment of dividends. The long-term incentive awards in our executive compensation program include performance shares and restricted stock. Performance share grants do not assure a payout to the NEO unless and until stockholder value is created through company performance as noted above. We also believe that NEOs should hold a significant equity stake in the company to further motivate the creation of stockholder value, and that retention of our industry-leading group of top executives is critical to our ongoing success, which is why we include awards of restricted stock in our long-term incentive program coupled with rigorous Stock Ownership and Retention Guidelines, as discussed under “Stock Ownership and Retention Guidelines” below. Base salary is designed to provide a fixed level of competitive pay that reflects the NEO’s primary duties and responsibilities, and to provide a base upon which incentive opportunities and certain other benefit levels are established. As discussed below, we also provide certain health, welfare, retirement, and other benefits generally in line with peer practices or market competitive conditions.

  101. Elements of Executive Compensation

    | BENCHMARKING COMPETITIVE PAY LEVELS |

  102. Elements of Executive Compensation

    The Committee benchmarks base salaries for our named executive officers against the 50th percentile (median) of compensation survey data, and may make decisions to pay above or below this level based on individual circumstances (including performance of the executive, internal parity, retention, and management succession planning). We also benchmark annual bonus targets (expressed as a percentage of base salary), long-term incentive targets (expressed as a percentage of base salary), and Target Total Pay for each executive position by reference to the 50th percentile (median) benchmark of the Compensation Comparator Peer Group, and may make decisions to award above or below these targets based on individual circumstances (including performance of the executive, internal parity, retention, and management succession planning). Preserving flexibility to award compensation opportunities above or below the median peer levels helps tailor such opportunities to the individual and the role, resulting in a more customized match of competitive pay opportunities and pay for performance design attributes. In addition to benchmarking competitive pay levels to assess compensation levels and targets, we also consider the relative importance of a particular leadership position in comparison to other leadership positions in the organization. In this regard, when setting the level and targets for compensation for a position, we evaluate that position’s scope and nature of responsibilities, size of business unit, complexity of duties and responsibilities, and its relationship to leadership authorities throughout Valero.

  103. Elements of Executive Compensation

    A named executive officer’s Target Total Pay is structured so that realizing the targeted amount is highly contingent on Valero’s performance due to the executive’s level of at-risk pay. The following graphic summarizes the relative Target Total Pay mix of 2024 base salary and target incentive compensation for our 2024 NEOs. * Numbers may not foot to 100 percent due solely to rounding. When setting executive compensation, the Committee considers the amount and form of compensation payable to an executive. The Committee seeks to achieve an appropriate balance between immediate cash rewards for the achievement of company and personal objectives and long-term incentives that align the interests of our NEOs and our stockholders. The size of each element is based on the assessment of competitive survey data and market practices, as well as company and individual performance. The Committee analyzes Target Total Pay from a market competitive perspective, and then evaluates each component relative to its market reference. The Committee believes that making a significant portion of our NEOs’ incentive compensation contingent on long-term stock price performance and other stockholder returns more closely aligns their interests with those of our stockholders. Because we place a large amount of Target Total Pay at risk in the form of variable pay (annual incentive bonus and long-term incentives), the Committee generally does not adjust current compensation based upon realized gains or losses from prior incentive awards or current stock holdings. For example, we do not change the size of a target long-term incentive grant in a particular year solely because of Valero’s stock price performance during the immediately preceding years. The Committee recognizes that the refining and marketing industry is volatile and strives to maintain a measure of predictability consistent with a substantial reliance on variable compensation structures in furtherance of a fundamental pay for performance philosophy.

  104. Elements of Executive Compensation

    Base salaries for our NEOs are approved by the Committee after taking into consideration median practices for comparable roles among the Compensation Comparator Peer Group companies (and, as applicable, other factors described in this Compensation Discussion and Analysis). The Committee also considers the recommendations of our CEO for NEOs other than our CEO. The base salary and all other compensation of our CEO are reviewed and approved by the independent directors of the Board upon recommendation from the Committee. Base salaries are reviewed annually and may be adjusted to reflect promotions, the assignment of additional responsibilities, individual performance or circumstances, Valero’s performance, or other strategic reasons. Salary changes resulting from the annual review are typically made effective on January 1. Salaries are also periodically adjusted to remain competitive with companies within the compensation survey data. An executive’s compensation typically changes in relation to his or her responsibilities within Valero. The base salary increases in 2024 compared to 2023 for Mr. Riggs and Mr. Simmons as disclosed herein primarily reflect full 2024 salaries at the increased levels associated with their July 2023 promotions to CEO and COO (which were prorated for 2023).

  105. Elements of Executive Compensation

    | ANNUAL INCENTIVE BONUS |

  106. Elements of Executive Compensation

    We believe that the achievement of short-term financial, operational, and strategic performance objectives is critical to creating long-term stockholder value. The annual incentive bonus is designed to incentivize executives to achieve industry-leading results as reflected through business-critical financial, operational, and strategic performance measures. We continue as one of the premier operators in the liquid fuels manufacturing and marketing industry through disciplined execution of our strategic plan and daily focus on operational excellence by our employees and management team. The annual incentive bonus design guides and incentivizes this daily focus with particular emphasis on ensuring the safety and protection of our employees, contractors, and communities. Our additional focus on striving to operate our refineries and plants reliably and at the lowest cost facilitates our goal to maximize profitability across all margin environments. The Committee considers the following to determine annual incentive bonuses for each executive: •the individual’s position, which is used to help determine a targeted percentage of base salary that may be awarded as an incentive bonus; •pre-established performance objectives that include a quantitative financial performance goal (“Financial Performance Goal”), quantitative operational performance goals (“Operational Performance Goals”), and qualitative objectives related to Valero’s long-term strategy (“Strategic Execution Goals”) for the performance year, which are categorized under specific strategic areas including the disciplined use of capital, returns to stockholders, operational excellence, and organizational excellence and sustainability; and •a qualitative evaluation of the individual’s performance. Thus, the amount of the bonus ultimately paid to a named executive officer takes into consideration the Committee’s assessment of Valero’s and each executive’s performance in relation to the pre-established performance goals, as well as overall company performance and stockholder outcomes, as more fully described below.

  107. Financial Performance Goal

    Financial Performance Goal Weighted at 40 percent of the annual incentive bonus program, the Financial Performance Goal considered for our annual incentive bonus targets is EPS attributable to Valero stockholders – assuming dilution, adjusted for special items that are non-recurring and/or not indicative of our core performance. These adjustments have been consistently applied in recent years. The Committee establishes minimum, target, and maximum levels for such adjusted EPS performance in the first quarter of the performance year. We believe that this measure appropriately reflects our business planning process and corporate philosophy regarding financial performance measurement. Valero’s adjusted EPS performance in 2024 was $8.48 per share (versus a target of $14.30 per share), resulting in a 59.3 percent performance score for the Financial Performance Goal component (and an overall performance outcome of 23.72 percent versus an overall target of 40 percent for this component). The following table describes the adjustments to Valero’s 2024 EPS for purposes of the 2024 Financial Performance Goal:

  108. Operational Performance Goals

    Operational Performance Goals Operating safely and reliably is one of Valero’s highest priorities and is critically important to maximizing profitability as well as protecting our employees, contractors, and communities. Furthermore, maintaining our position as one of the industry’s low-cost providers of essential liquid fuels supports our objective of delivering distinctive financial results and peer-leading returns to stockholders.

  109. Operational Performance Goals

    | 2025 PROXY STATEMENT | 35 |

  110. Operational Performance Goals

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  111. Operational Performance Goals

    With a combined weighting of 40 percent of our annual incentive bonus program, the Operational Performance Goals considered for our annual incentive bonus, as established and approved by the Committee in the first quarter of the performance year, are measured against the following equally weighted sub-components: •Health, Safety, and Environment – Measures Valero’s achievements in the areas of health, safety, and environmental stewardship through an array of metrics, including environmental scorecard incidents (including reportable spills), process safety incidents, and progress against certain inspection and audit tasks; •Mechanical Availability – Measures Valero’s achievements in improving refining competitiveness by successfully executing refinery maintenance and by reducing unplanned outages and environmental events through improved mechanical availability within our refineries; and •Refining Cash Operating Expense Management – Measures Valero’s achievements in managing refinery operating costs, with a performance scale which generally reflects industry-wide performance comparisons. These Operational Performance Goals are set at levels deemed to be challenging to achieve and reflective of industry-competitive performance, yet are reasonably attainable with strong performance. We believe that these measures appropriately reflect key business objectives of Valero. After completion of the fiscal year, each of the Operational Performance Goals is measured against Valero’s actual performance in these areas and the minimum, target, and maximum levels established by the Human Resources and Compensation Committee. The three sub-components are further described in detail below.

  112. Refining Cash Operating Expense Management

    Refining Cash Operating Expense Management Weighted at 13.34 percent of the annual incentive bonus program, the Refining Cash Operating Expense Management sub-component incentivizes the management of non-energy expenses within the refining operations group. The performance scale for Refining Cash Operating Expense Management is reflected in dollars per Equivalent Distillation Capacity (“$/EDC”) in order to normalize results among refineries of different size and complexity, and is established based on the scoring methodology from the industry-standard Solomon Associates survey, which allows for comparison to aggregated industry performance. Valero seeks to maintain its position as one of the industry’s low-cost providers through disciplined cost-management practices. The Human Resources and Compensation Committee establishes minimum, target, and maximum levels for Refining Cash Operating Expense Management in the first quarter of the performance year. Valero’s performance in 2024 was $132/EDC, which results in a 200 percent performance score versus the target of $157/EDC. Valero’s overall performance score for 2024 for the Operational Performance Goals component was 192.07 percent (and an overall performance outcome of 76.83 percent versus the overall target of 40 percent for this component). Achievement at this level reflects excellent operational performance. For additional details on Valero’s 2024 performance versus targeted amounts for our Operational Performance Goals, see the “Annual Incentive Bonus Performance Goals and Achievements” table that follows in this section.

  113. Valero’s Achievement of Performance Goals for 2024

    Valero’s Achievement of Performance Goals for 2024 The following table details the performance targets and final results of Valero’s achievements in 2024 for each of the components/sub-components of the annual bonus program’s Financial Performance Goal, Operational Performance Goals, and Strategic Execution Goals discussed above. The Bonus Percent Earned column represents bonus percent earned in 2024 based on the performance score for each component/sub-component percent weighting and in total, compared to target.

  114. Annual Incentive Bonus Performance Goals and Achievements

    Annual Incentive Bonus Performance Goals and Achievements

  115. Annual Incentive Bonus Performance Goals and Achievements

    | Component | Weighting | Minimum | Target | Maximum | Achieved in 2024 | Bonus Percent Earned | | Financial Performance Goal | | | | | | | | I.EPS, adjusted ($/share) | 40.00% | $3.57 | $14.30 | $21.45 | $8.48 | 23.72% | | Operational Performance Goals | | | | | | | | II.Health, Safety, and Environment | 13.33% | 0.00% | 100.00% | 200.00% | 200.00% | 26.66% | | III.Mechanical Availability | 13.33% | 95.6% | 96.2% | 97.6% | 97.1% | 23.49% | | IV.Refining Cash Operating Expense Management ($/EDC) | 13.34% | $185 | $157 | $138 | $132 | 26.68% | | Subtotal | 40.00% | | | | Subtotal | 76.83% | | Strategic Execution Goals | | | | | | | | V.Strategic Execution | 20.00% | 0.00% | 100.00% | 200.00% | 200.00% | 40.00% | | Total | 100.00% | Final Bonus Achieved and Total Payout: | | | | 140.55% |

  116. Annual Incentive Bonus Performance Goals and Achievements

    | Our above-target annual incentive bonus achievement reflects high-level operational execution, significant earnings and stockholder returns, and excellent progress in executing key areas of our strategy. |

  117. Annual Incentive Bonus Performance Goals and Achievements

    The final 2024 bonus amounts paid to our named executive officers are summarized in the table below and were determined primarily as a function of: (i) our performance as measured against the annual incentive bonus objectives noted above, and (ii) the Committee’s assessment of each NEO’s individual performance, company performance, and stockholder outcomes in 2024.

  118. Annual Incentive Bonus Performance Goals and Achievements

    | | Riggs | Fraser | Simmons | Walsh | Fisher | | Base Salary (1) | $1,650,000 | $957,375 | $931,500 | $770,000 | $698,625 | | Bonus Target Percentage of Base Salary | 160% | 100% | 100% | 85% | 85% | | Bonus Target Amount (2) | $2,640,000 | $957,375 | $931,500 | $654,500 | $593,831 | | Bonus Percentage Achieved (3) | 140.55% | 140.55% | 140.55% | 140.55% | 140.55% | | Earned Target Incentive Bonus (4) | $3,710,520 | $1,345,591 | $1,309,223 | $919,900 | $834,630 | | Bonus Amount Paid (5) | $3,710,520 | $1,345,591 | $1,309,223 | $919,900 | $834,630 |

  119. Annual Incentive Bonus Performance Goals and Achievements

    Footnotes: (1)Represents the NEO’s base salary as of December 31, 2024. (2)Represents “Bonus Target Percentage of Base Salary” times “Base Salary.” (3)Valero’s performance score for “Bonus Percentage Achieved” was 140.55 percent as detailed in the previous table. (4)This amount is determined by multiplying “Bonus Target Amount” times “Bonus Percentage Achieved.” (5)Represents the bonus amount disclosed in the Summary Compensation Table for each NEO in 2024.

  120. Annual Incentive Bonus Performance Goals and Achievements

    | LONG-TERM INCENTIVE AWARDS |

  121. Annual Incentive Bonus Performance Goals and Achievements

    Long-term incentive awards were granted to our NEOs in the form of performance share awards and restricted stock awards in February 2024 under our stockholder-approved equity compensation plan, our 2020 Omnibus Stock Incentive Plan (as amended, our “2020 OSIP"). For 2024, the mix of long-term incentives targeted to be awarded to our named executive officers was split evenly, on a share value and count basis, between grants of restricted stock and performance share awards.

  122. Annual Incentive Bonus Performance Goals and Achievements

    | 40 | 2025 PROXY STATEMENT |

  123. Annual Incentive Bonus Performance Goals and Achievements

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  124. Annual Incentive Bonus Performance Goals and Achievements

    We believe that these awards create a powerful link between the creation of stockholder value and executive pay delivered. In addition, we believe that the balance between absolute performance alignment through the annual incentive bonus program and restricted shares, and the relative performance objectives underscored by the relative TSR component of performance shares, is appropriate. In order for executives to fully realize their targeted opportunities, Valero must perform well and outperform the respective TSR performance of other members of the Performance Peer Group listed under “Administration of Executive Compensation Program—Peer Group and Benchmarking Data—Performance Peer Group” above. For each NEO, a target value of long-term incentives is established and is expressed as a percentage of base salary. In establishing award sizes, the Committee makes primary reference to median peer company grant levels within the competitive survey data and makes individualized determinations of award sizes based on additional factors such as: each executive’s experience and contribution to company success, internal parity, retention, and management succession. In addition, an executive’s targeted award may be adjusted based upon the Human Resources and Compensation Committee’s determination of the NEO’s individual performance, which (for individuals other than our CEO) takes into consideration the recommendation of our CEO. When administering long-term incentive awards, the number of shares awarded to our NEOs for each of restricted stock and performance shares is determined based on an average historical stock price that is used determine the number of shares needed to achieve the target value for the NEO. The values disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table for long-term incentives are calculated in accordance with SEC disclosure requirements (and relevant accounting standards) and can differ significantly from the values calculated for Target Total Pay, which, consistent with typical market practices, are used for administering compensation decisions, including long-term incentives. See the Summary Compensation Table and the Grants of Plan-Based Awards Table, and the footnotes related to such tables, for more information. The following table summarizes the target 2024 long-term incentive amounts awarded in February 2024:

  125. Annual Incentive Bonus Performance Goals and Achievements

    | | Riggs | Fraser | Simmons | Walsh | Fisher | | Base Salary (1) | $1,650,000 | $957,375 | $931,500 | $770,000 | $698,625 | | LTI Target Percentage of Base Salary | 700% | 450% | 450% | 275% | 275% | | LTI Target Value (2) | $11,550,000 | $4,308,188 | $4,191,750 | $2,117,500 | $1,921,219 | | Restricted Stock Value Granted (3) | $5,775,000 | $2,154,094 | $2,095,875 | $1,058,750 | $960,609 | | Performance Shares Value Granted (3) | $5,775,000 | $2,154,094 | $2,095,875 | $1,058,750 | $960,610 | | Total LTI Value Granted (4) | $11,550,000 | $4,308,188 | $4,191,750 | $2,117,500 | $1,921,219 |

  126. Annual Incentive Bonus Performance Goals and Achievements

    Footnotes: (1)“Base Salary” is the NEO’s base salary as of the annual award grant date of February 22, 2024. (2)Amounts are determined by multiplying “LTI Target Percentage of Base Salary” times “Base Salary.” (3)Represents 50 percent of the “Total LTI Value Granted.” (4)Represents the total value of 2024 annual LTI awards granted to our NEOs when administering 2024 LTI targets.

  127. Annual Incentive Bonus Performance Goals and Achievements

    | 2025 PROXY STATEMENT | 41 |

  128. Annual Incentive Bonus Performance Goals and Achievements

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  129. Performance Shares

    Performance Shares Performance shares are payable in shares of Common Stock on their vesting dates. In 2024, shares of Common Stock were earned with respect to vesting performance shares only upon Valero’s achievement of (i) TSR objectives (measured in relation to the respective TSR of our peers, as described above), and/or (ii) the objective components of the Energy Transition Modifier discussed below under “Energy Transition Modifier.” See also “TSR Metric” immediately below. Shares not earned in a given performance period expire and are forfeited. Performance shares are also subject to potential forfeiture or proration if an executive’s employment is terminated prior to vesting. Upon termination through qualified retirement, any performance shares that (i) have not yet vested or been forfeited, and (ii) were granted at least one year prior to the date of retirement, continue to remain outstanding and vest according to their original vesting schedule. Any outstanding performance shares that were granted within one year of the effective date of a qualified retirement are prorated based on the number of months worked from the grant date to retirement, and the prorated number of performance shares thereafter vest according to their original vesting schedule. Upon (i) a voluntary termination by the employee other than a qualified retirement, or (ii) termination by Valero for “cause” (generally, illegal or gross misconduct), unvested performance shares will be forfeited. Upon termination (i) through death or disability, or (ii) by Valero other than for “cause,” the performance periods for any performance shares that have not yet vested or been forfeited are terminated as of such date, and vesting levels are determined based on the performance for each shortened performance period, if any. See also “Potential Payments Upon Termination or Change of Control” below for details on how outstanding performance shares are treated in the event of certain terminations following a change of control of Valero. The performance shares awarded in 2024 are subject to vesting in three increments. The primary performance measure for the 2024 performance share awards was relative TSR versus a peer group, weighted at 100 percent, with the application of an Energy Transition Modifier to preliminary vesting as discussed below under “Energy Transition Modifier.” Overall final performance vesting for 2024 grants is capped at 200 percent of target. The 2024 performance share awards also provided that if TSR was negative over the performance period, regardless of outperformance versus peers, then overall final performance vesting would be capped at 100 percent of target, and this potential cap applied to tranches of the 2023 and 2024 awards with performance periods ending in 2024. TSR Metric. Our relative TSR performance is compared to the TSR of the members of our Performance Peer Group throughout the overall three-year performance period. Performance periods measure TSR based on the average historical closing stock prices just prior to the beginning and the end of the performance periods, including dividends (except for the XLE index, for which the change in the index price across the designated performance periods is measured as TSR). We apply a multi-day historical average stock price in calculating TSR, as the occurrence of anomalous events, often outside of a company’s control, towards the end of any year can create short-term stock price swings that are not reflective of actual performance over the course of the performance period. To reduce the disproportionate impact of such events and better align pay with actual performance over the performance period, in January 2025, the Committee determined that when measuring TSR for our performance share awards it was advisable to assess the average closing stock price over a greater number of days (consistent with many of our peers referenced herein), and this methodology was applied to the outstanding tranches of the 2024 performance share awards, including the first tranche that vested in January 2025, and prospectively beginning with 2025 awards. At the end of each performance period, our TSR for the period is compared to the respective TSR of the members of our Performance Peer Group (for such tranche). In February 2025, the Committee approved an amendment to our performance share awards (beginning with 2025 awards and including outstanding tranches of prior awards), such that going forward our performance share awards will vest solely on the basis of relative TSR as set forth in the applicable award agreement, continuing to target above the peer-median TSR and applying an overall cap on vesting at 200 percent of target, but without application of the Energy Transition Modifier or the cap related to negative TSR. The following chart details the performance outcomes based on our relative rank position as applied to the first tranche of the 2024 grants of performance shares and the second tranches of the 2023 annual and transitional grants, each of which had performance periods ending in 2024.

  130. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

  131. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | | 200% | 200% | 175% | 150% | 125% | 100% | 85% | 65% | 45% | 25% | 0% | 0% | | Relative Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 |

  132. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    NOTE: Shown as applied to the 12-company “Performance Peer Group” referenced above under the caption “Administration of Executive Compensation Program—Peer Group and Benchmarking Data,” inclusive of Valero. As demonstrated in the graphic above, the number of shares of Common Stock earned at preliminary vesting is calculated based on Valero’s TSR performance versus the peers’ respective TSR. If Valero’s relative TSR ranking equals the first position above the median (6th of 12), 100 percent of the target shares are earned. As such, Valero’s TSR must exceed the peer median in order to achieve target performance.

  133. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | 42 | 2025 PROXY STATEMENT |

  134. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  135. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    If Valero ranks in the first or second overall position among the peers, 200 percent of the target shares are earned; if Valero ranks in the last or second-to-last overall position among the peers, zero percent of the target shares are earned. The shares earned based on Valero’s relative TSR performance represent the preliminary performance sub-total.

  136. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | Our 2024 performance share design requires relative TSR performance above the peer median in order to achieve target performance. |

  137. 2023 and 2024 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    Performance shares granted in 2022 utilized an 11-company (inclusive of Valero; excludes LyondellBassell Industries N.V., as previously disclosed) peer group for measuring relative TSR performance. Relative TSR performance outcomes for the final tranche of the 2022 performance share grants, which had a performance period ending in 2024, was determined based on the following performance scale.

  138. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

  139. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | | 200% | 200% | 175% | 150% | 125% | 100% | 75% | 50% | 25% | 0% | 0% | | Relative Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 |

  140. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    Final performance outcomes for the tranches of the 2022, 2023, and 2024 grants with performance periods ending in 2024 are detailed under “Vesting of Performance Shares With Performance Periods Ending in 2024” below. Energy Transition Modifier. An Energy Transition performance measure was included in the performance share design for performance share grants in 2024 and was also included for tranches of the 2022 and 2023 grants with performance periods ending in 2024. The table below more fully details the two components of the Energy Transition Modifier established for applicable performance shares segments with performance periods ending in 2024 (segment one of the 2024 grants, segment two of the 2023 grants, and segment three of the 2022 grants), including the performance targets as approved by the Committee.

  141. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | | | | Adjustment to PS Sub-Total | | | Metric | Description* | Target** | If Meet or Exceed (as applicable) | If Fail to Meet or Exceed (as applicable) | | GHG Emissions Reductions/ Displacements vs. Annual Target | 2024 GHG emissions reductions and displacements results exceeds the target | >69.0% | Add 12.5 absolute percentage points | Subtract 12.5 absolute percentage points | | Investments in Low-Carbon Initiatives as a Percent of Growth CapEx Attributable to Valero | Final three-year trailing average percentage of growth CapEx attributable to Valero for low-carbon initiatives meets or exceeds the target | ≥40.0% | Add 12.5 absolute percentage points | Subtract 12.5 absolute percentage points |

  142. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    *See “Additional Highlights—Low-Carbon Fuels, Cybersecurity/IT, and Compliance” above, including the footnotes and cross-references therein. **Reflects an annual target for performance shares with performance periods ending in 2024 that assesses whether we generate reductions/displacements equivalent to more than 69% of the tonnage from our global refinery GHG emissions (Scope 1 and 2). For performance shares with performance periods ending in 2024, the Energy Transition performance measure served as a modifier to the preliminary sub-total performance results as determined at the end of the performance period for the primary performance metric of the applicable performance shares grant. If performance met or exceeded target (as applicable) in both of the Energy Transition metrics, 25 absolute percentage points were added to the preliminary sub-total performance results for additional shares earned (though not to exceed the 200 percent overall vesting cap and subject to the cap on payouts at target upon negative TSR over the performance period). If performance met or exceeded target (as applicable) on one metric but failed to meet or exceed target (as applicable) on the other, no change was made to the preliminary sub-total performance results. If both metrics failed to meet or exceed target (as applicable), 25 absolute percentage points were subtracted from the preliminary sub-total performance results to reduce the shares earned. See “2024 Energy Transition Modifier Results” below for actual 2024 results based on performance relative to these components. See also “TSR Metric” above.

  143. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | 2025 PROXY STATEMENT | 43 |

  144. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  145. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    Other Performance Share Design Details. Additional shares of Common Stock may be earned based on the accumulated value of dividends paid on Valero’s Common Stock during the pertinent performance period. The amount of accumulated dividends is multiplied by the aggregated shares of Common Stock earned (if any) for the performance shares, and the product is divided by the fair market value of the Common Stock on the performance shares’ vesting date. The resulting amount is paid in a whole number of shares of Common Stock. The value of the dividends credited to the outstanding performance shares is paid to participants only to the extent that the underlying performance shares earn shares of Common Stock, based on Valero’s performance under the terms of the award. In order to facilitate executives’ payment of taxes due upon the vesting of performance shares without selling shares earned, executives can designate up to 50 percent of the value of the after-tax vested shares of Common Stock to be delivered in cash. If a cash payment is elected, the total number of after-tax shares to be delivered is multiplied by the fair market value of the Common Stock on the performance shares’ vesting date, and the product is multiplied by the cash payment election percentage designated by the award recipient. The resulting amount is paid in cash, with the remainder paid in shares of Common Stock. Valero utilizes a three-year ratable vesting schedule for performance shares in order to align executives’ realized pay as delivered through performance shares with the most appropriate representation of company performance over the duration of the three-year performance period when compared to members in the Performance Peer Group (and as measured through relative TSR). The volatile nature of commodity pricing that characterizes our primary feedstocks, as well as the resulting fuels and other products that are sold to customers, can result in significant swings in short-term product margins and company earnings. Valero’s ratable vesting schedule helps reduce the risk of a payout that is disproportionately influenced (either positively or negatively) by short-term stock swings caused by these disruption events occurring at either the font-end, back-end, or both, which can occur in a single segment three-year cliff vesting model. Three separate segments for performance share grants (granted in 2022, 2023, and 2024) had performance periods ending December 31, 2024, and vested in January 2025. Each vesting segment utilized relative TSR and the Energy Transition Modifier as performance metrics. Vesting of Performance Shares With Performance Periods Ending in 2024. The final vesting percentages for the segments of the 2022, 2023, and 2024 grants with performance periods ending in 2024 are set forth in the following tables. Further details regarding results of our Energy Transition Modifier for performance periods ending in 2024 are set forth below under ”2024 Energy Transition Modifier Results.”

  146. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | Performance Shares Grant (Year & Segment) | Final Percentile TSR Ranking Versus Peers | Vesting Percentage of Target (Target = 100%) (Range of 0% to 200%) | | 2022 (3rd of 3 Segments) | 4 of 11 | 150.00% | | Preliminary Vesting Percentage of Target: | | 150.00% | | | Results | % Added/Subtracted | | Energy Transition Modifier | Both metrics exceeded target threshold | +25.00% | | Final Vesting Percentage of Target | | 175.00% |

  147. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | Performance Shares Grant (Year & Segment) | Final Percentile TSR Ranking Versus Peers | Vesting Percentage of Target (Target = 100%) (Range of 0% to 200%) | | 2023 (2nd of 3 Segments) | 3 of 12 | 175.00% | | Preliminary Vesting Percentage of Target: | | 175.00% | | | Results | % Added/Subtracted | | Energy Transition Modifier | Both metrics exceeded target threshold | +25.00% | | Final Vesting Percentage of Target | | 200.00% |

  148. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | 44 | 2025 PROXY STATEMENT |

  149. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  150. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | Performance Shares Grant (Year & Segment) | Final Percentile TSR Ranking Versus Peers | Vesting Percentage of Target (Target = 100%) (Range of 0% to 200%) | | 2024 (1st of 3 Segments) | 3 of 12 | 175.00% | | Preliminary Vesting Percentage of Target: | | 175.00% | | | Results | % Added/Subtracted | | Energy Transition Modifier | Both metrics exceeded target threshold | +25.00% | | Final Vesting Percent of Target | | 200.00% |

  151. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    2024 Energy Transition Modifier Results. The final Energy Transition Modifier results for the performance periods ending in 2024 are as follows:

  152. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    | | Metric* | Target | Results | % Added/Subtracted | | Energy Transition Modifier | GHG Emissions Reductions/Displacements vs. Annual Target** | >69.00% | Exceeded the target | + 12.50% | | | Investments in Low-Carbon Initiatives as a Percent of Growth CapEx Attributable to Valero*** | ≥40.00% | Exceeded the target | + 12.50% | | Total % Added/Subtracted | | | | +25.00% |

  153. 2022 Grants: Relative TSR Performance Scale (Percent of Target Shares Earned)

    *See “Additional Highlights—Low-Carbon Fuels, Cybersecurity/IT, and Compliance” above, including the footnotes and cross-references therein. See also “TSR Metric” above. **Reflects an annual target for performance shares with performance periods ending in 2024 that assesses whether we generate reductions/displacements equivalent to more than 69% of the tonnage from our global refinery GHG emissions (Scope 1 and 2). ***Reflects investments in low-carbon initiatives as a percent of three-year trailing average growth CapEx attributable to Valero. Growth CapEx attributable to Valero is described and reconciled in our respective annual report on Form 10-K for each of the years ended December 31, 2024, 2023, and 2022 (referred to as growth capital investments in the respective Form 10-Ks). The vesting outcomes set forth above for Valero’s previously granted and outstanding performance shares which had performance periods ending in 2024 effectively demonstrates the alignment of Valero’s LTI program to the interests of Valero’s stockholders.

  154. Restricted Stock

    Restricted Stock Restricted stock targets represent the remaining 50 percent of each executive’s long-term incentive target on a share value and count basis. Restricted stock vests over a period (at least three years) as determined by the Committee, and is subject to forfeiture if an executive or Valero terminates his or her employment prior to vesting (other than upon eligible retirement, death, or a qualified termination following a change of control). Dividends are paid on shares of restricted stock as and when dividends are declared and paid on our outstanding Common Stock. Our mix of long-term incentives provides an appropriate balance between the pay for performance attributes of performance shares and the equity alignment and retentive qualities of restricted shares. This mix also generally aligns with market practices, and thus supports recruitment and retention of top-quality executive talent.

  155. Restricted Stock

    | PERQUISITES AND OTHER BENEFITS |

  156. Restricted Stock

    Consistent with our goal of providing compensation and benefits that are generally aligned with market practices among our peers, NEOs are eligible to receive reimbursement for club dues, federal income tax preparation, home security protection, medical concierge services, an annual health examination, personal liability insurance coverage, excess individual long-term disability insurance coverage, the accompaniment of Valero security personnel at certain events, and an annual allowance for the purchase of specified health and welfare benefits. We also occasionally permit certain limited non-business use of Valero’s corporate facilities and corporate aircraft, including, for example, for a spouse to accompany an executive on certain travel. Use of corporate aircraft is subject to our corporate aircraft policy and is reviewed annually by our Chief Compliance Officer.

  157. Restricted Stock

    | 2025 PROXY STATEMENT | 45 |

  158. Restricted Stock

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  159. Restricted Stock

    For security and efficiency reasons, Mr. Riggs is required to use the corporate aircraft for all business and personal travel whenever it is feasible. The conclusions of an independent third-party expert that we engaged to conduct a security assessment study also provide support for such determination. Mr. Riggs has entered into an Aircraft Time Sharing Agreement pursuant to which Mr. Riggs reimburses Valero for certain personal travel within amounts permitted under U.S. Federal Aviation Administration (“FAA”) regulations. The Aircraft Time Sharing Agreement was approved by the Audit Committee, following discussion with the full Board, and the transactions and relationships thereunder are reviewed on an annual basis as described under “Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership” below. A copy of the form of such agreement is also filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2024. In connection with certain corporate meetings and functions, we also often provide certain items such as small gifts (e.g., travel bags and clothing/attire). We do not provide NEOs automobiles, automobile allowances, or other supplemental executive medical coverage. In determining the total compensation payable to our NEOs, the Human Resources and Compensation Committee considers perquisites in the context of the total compensation which our named executive officers are eligible to receive. We believe the benefit Valero receives from providing these perquisites significantly outweighs the cost of providing them. The Committee also periodically reviews these arrangements as needed to ensure they meet business needs and remain in line with market practices. For more information about these and any other perquisites, including their reportable values based on the incremental costs to us and the valuation methodology, see the “All Other Compensation” column of the Summary Compensation Table and related footnotes. We provide other benefits, including medical, life, dental, and disability insurance in line with competitive market conditions. Our NEOs are eligible for the same or similar benefit plans provided to our other employees, including the Valero Energy Corporation Thrift Plan (“Thrift Plan”) and insurance and certain supplemental benefit plans chosen and paid for by employees who desire additional coverage. Consistent with typical practices among our peers, NEOs and other employees whose compensation exceeds certain limits are eligible to participate in nonqualified excess benefit programs whereby larger contributions can be made than allowed under the qualified plan rules, which allows for receipt of correspondingly higher benefits. These plans are described below.

  160. Restricted Stock

    | POST-EMPLOYMENT BENEFITS |

  161. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans Deferred Compensation Plan. Our NEOs are eligible to participate in our Deferred Compensation Plan (“DC Plan”). The DC Plan is offered to align with competitive practices among our peers, and thereby support recruitment and retention of executive talent. The DC Plan permits eligible employees to defer a portion of their salary and/or bonus to a specified date, at least three years after the year of the deferral election. Under the DC Plan, each year eligible employees are permitted to elect to defer up to 30 percent of their salary and/or 50 percent of their cash bonuses to be earned for services performed during the following year. We have not made discretionary contributions to participants’ accounts, and currently we have no plans to do so. All amounts credited under the DC Plan (other than discretionary credits) are immediately 100 percent vested. Any discretionary credits, if ever granted, will vest in accordance with the vesting schedule determined at the time of the grant of discretionary credits. Participant accounts are credited with earnings (or losses) based on investment fund choices made by the respective participant among available funds selected by Valero’s Benefit Plans Administrative Committee. Excess Thrift Plan. Our Excess Thrift Plan provides benefits to participants in our Thrift Plan whose annual additions to the Thrift Plan are subject to the limitations on annual additions as provided under Section 415 of the Code, and/or who are constrained from making maximum contributions under the Thrift Plan by Section 401(a)(17) of the Code, which limits the amount of an employee’s annual compensation which may be taken into account under that plan. The Excess Thrift Plan is: (i) an “excess benefit plan” as defined under Section 3(36) of the Employee Retirement Income Security Act of 1974 (“ERISA”), and (ii) a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. Additional information about these plans (including any contributions made under nonqualified defined contribution and other deferred compensation plans) is presented under “Nonqualified Deferred Compensation” below.

  162. Nonqualified Deferred Compensation Plans

    | 46 | 2025 PROXY STATEMENT |

  163. Nonqualified Deferred Compensation Plans

    | Table of Contents | | COMPENSATION DISCUSSION AND ANALYSIS |

  164. Change of Control Severance Arrangements

    Change of Control Severance Arrangements We have change of control severance agreements with each of our named executive officers. The agreements are generally aligned with typical practices and are intended to assure the continued availability of the NEO in the event of any change of control of Valero that would likely threaten the job security of many top executives. These arrangements are also intended to maintain executive focus and productivity in a period of uncertainty. If a change of control occurs during the term of an agreement, the agreement becomes operative for a fixed three-year period. The agreements provide generally that the NEO’s terms and conditions of employment will not be adversely changed during the three-year period after a change of control. For information regarding payments that may be made under these agreements, see the disclosures under “Potential Payments Upon Termination or Change of Control” below.

  165. Compensation-Related Policies

    | POLICY ON VESTING OF PERFORMANCE SHARES UPON CHANGE OF CONTROL OF VALERO |

  166. Compensation-Related Policies

    Our Board has adopted a policy regarding the vesting of performance shares upon a change of control of Valero. The policy provides that performance shares granted to participants under Valero’s equity incentive plans will not vest automatically upon the date of a change of control (as defined in the applicable plan) of Valero. The policy further provides that in making awards of performance shares to participants, the Human Resources and Compensation Committee may provide in the award agreement with the participant that if a participant’s employment with Valero is terminated following a change of control, any unvested performance shares held by the participant will vest on a partial, pro rata basis (depending on length of service during the performance period) on the date of the participant’s termination of employment, with such qualifications for an award as the Committee may determine. This policy is available on our website at www.valero.com > Investors > ESG > Governance Documents > Governance Policies.

  167. Compensation-Related Policies

    | COMPENSATION CONSULTANT DISCLOSURE POLICY |

  168. Compensation-Related Policies

    | In February 2023, in the interest of ensuring our guidelines and policies support the appropriate alignment of our officers’ equity compensation with the long-term interests of stockholders, the Committee (along with the Nominating and Corporate Governance Committee) recommended and the Board approved a 50 percent increase to our Stock Ownership and Retention Guidelines for senior executives from prior levels. |

  169. Compensation-Related Policies

    | Table of Contents | | | | COMPENSATION CONSULTANT DISCLOSURES |

  170. Compensation-Related Policies

    | Table of Contents | | | | EQUITY COMPENSATION PLAN INFORMATION |

  171. Compensation-Related Policies

    Footnotes: (1)With respect to our 2020 OSIP, the weighted-average exercise price cannot be calculated because all of the applicable outstanding awards under the plan are performance shares and stock units, neither of which has an exercise price. Valero had no outstanding stock option awards (vested or unvested) as of December 31, 2024. (2)On April 30, 2020, our stockholders approved our 2020 OSIP and, as a result, effective as of such date no further awards were permitted to be made under our 2011 Omnibus Stock Incentive Plan (“2011 OSIP”). Securities available for future issuance under our 2020 OSIP can be issued in various forms, including but not limited to, restricted stock, performance shares, stock unit awards, and stock options. The total number of securities remaining available for issuance under our 2020 OSIP as of December 31, 2024, includes shares of Common Stock previously subject to awards under our 2011 OSIP that, between April 30, 2020, and December 31, 2024, were forfeited, terminated, canceled or rescinded, settled in cash in lieu of Common Stock, exchanged for awards not involving Common Stock, or expired unexercised. As of December 31, 2024, there were no awards issued under the 2011 OSIP that remained outstanding. (3)Represents the gross number of shares of Common Stock subject to awards under our 2020 OSIP outstanding as of December 31, 2024, which consists of 32,839 shares of Common Stock associated with outstanding stock units, and 329,976 shares of Common Stock associated with outstanding performance shares at target. Our equity compensation plan and arrangements are further described in Note 14 of Notes to Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2024.

  172. Compensation-Related Policies

    | Summary Compensation Table |

  173. Compensation-Related Policies

    | Name and Principal Position (1) | Year | Salary ($) | Stock Awards ($) (2)(3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | Total Excluding Change in Pension Value ($) (7) | | R. Lane Riggs, Chairman of the Board, Chief Executive Officer and President | 2024 | 1,650,000 | 10,820,463 | 3,710,520 | 5,917,094 | 314,215 | 22,412,292 | 16,495,198 | | | 2023 | 1,250,000 | 8,635,908 | 3,352,046 | 6,723,177 | 179,801 | 20,140,932 | 13,417,755 | | | 2022 | 1,015,000 | 5,044,102 | 2,233,000 | — | 130,714 | 8,422,816 | 8,422,816 | | Jason W. Fraser, EVP and Chief Financial Officer | 2024 | 957,375 | 4,791,778 | 1,345,591 | 528,398 | 103,711 | 7,726,853 | 7,198,455 | | | 2023 | 925,000 | 5,294,801 | 1,790,985 | 2,430,036 | 168,900 | 10,609,722 | 8,179,686 | | | 2022 | 875,000 | 3,711,181 | 1,750,000 | — | 112,389 | 6,448,570 | 6,448,570 | | Gary K. Simmons, EVP and Chief Operating Officer | 2024 | 931,500 | 4,171,238 | 1,309,223 | 1,478,054 | 153,917 | 8,043,932 | 6,565,878 | | | 2023 | 818,333 | 3,842,061 | 1,599,785 | 4,365,732 | 129,908 | 10,755,819 | 6,390,087 | | | 2022 | 725,000 | 2,530,639 | 1,450,000 | — | 133,480 | 4,839,119 | 4,839,119 | | Richard J. Walsh, EVP and General Counsel | 2024 | 770,000 | 2,196,693 | 919,900 | 856,773 | 134,151 | 4,877,517 | 4,020,744 | | | 2023 | 675,000 | 2,191,857 | 1,110,895 | 1,838,871 | 99,666 | 5,916,289 | 4,077,418 | | | (8) | | | | | | | | | Eric A. Fisher, SVP Product Supply, Trading and Wholesale | 2024 | 698,625 | 2,029,759 | 834,630 | 418,962 | 116,691 | 4,098,667 | 3,679,705 | | | (8) | | | | | | | | | | (8) | | | | | | | |

  174. Compensation-Related Policies

    | Grants of Plan-Based Awards |

  175. Compensation-Related Policies

    | Footnotes to Grants of Plan-Based Awards Table (cont’d): footnote (5) continued | | | | | | | | performance shares deemed (under FASB ASC Topic 718) to have a grant date in 2024 | | grant date fair value ($) | lowest possible performance ($) | highest level of performance ($) | | Fraser | 1st tranche of 2024 award | 5,134 | 824,674 | 0 | 1,497,690 | | | 2nd tranche of Feb. 2023 award | 5,170 | 772,657 | 0 | 1,550,380 | | | 3rd tranche of 2022 award | 7,060 | 1,082,298 | 0 | 2,172,503 | | | total 2024 grant date fair value | | 2,679,629 | 0 | 5,220,573 | | Simmons | 1st tranche of 2024 award | 4,997 | 802,668 | 0 | 1,457,725 | | | 2nd tranche of July 20, 2023 award | 1,158 | 173,063 | 0 | 347,261 | | | 2nd tranche of Feb. 2023 award | 3,037 | 453,880 | 0 | 910,736 | | | 3rd tranche of 2022 award | 4,473 | 685,711 | 0 | 1,376,432 | | | total 2024 grant date fair value | | 2,115,322 | 0 | 4,092,153 | | Walsh | 1st tranche of 2024 award | 2,524 | 405,430 | 0 | 736,301 | | | 2nd tranche of Feb. 2023 award | 2,307 | 344,781 | 0 | 691,823 | | | 3rd tranche of 2022 award | 2,663 | 408,238 | 0 | 819,458 | | | total 2024 grant date fair value | | 1,158,449 | 0 | 2,247,583 | | Fisher | 1st tranche of 2024 award | 2,290 | 367,843 | 0 | 668,039 | | | 2nd tranche of July 20, 2023 award | 140 | 20,923 | 0 | 41,983 | | | 2nd tranche of Feb. 2023 award | 2,067 | 308,913 | 0 | 619,852 | | | 3rd tranche of 2022 award | 2,543 | 389,842 | 0 | 782,532 | | | total 2024 grant date fair value | | 1,087,521 | 0 | 2,112,406 |

  176. Compensation-Related Policies

    | Outstanding Equity Awards at December 31, 2024 |

  177. Compensation-Related Policies

    | Option Exercises and Stock Vested |

  178. Compensation-Related Policies

    | PENSION BENEFITS |

  179. Compensation-Related Policies

    | Nonqualified Deferred Compensation |

  180. Compensation-Related Policies

    | Potential Payments Upon Termination or Change of Control |

  181. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | DIRECTOR COMPENSATION |

  182. B.Continued Employment Following Change of Control (6) ($)

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Fred M. Diaz | 130,000 | 200,010 | 330,010 | | H. Paulett Eberhart | 155,000 | 200,010 | 355,010 | | Marie A. Ffolkes | 130,000 | 200,010 | 330,010 | | Joseph W. Gorder (2) | — | — | — | | Kimberly S. Greene | 155,000 | 200,010 | 355,010 | | Deborah P. Majoras | 155,000 | 200,010 | 355,010 | | Eric D. Mullins | 130,000 | 200,010 | 330,010 | | Donald L. Nickles (retired at the 2024 annual meeting) | 65,000 | — | 65,000 | | Robert A. Profusek | 180,000 | 200,010 | 380,010 | | R. Lane Riggs (2) | — | — | — | | Randall J. Weisenburger | 130,000 | 200,010 | 330,010 | | Rayford Wilkins, Jr. | 155,000 | 200,010 | 355,010 |

  183. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | DIRECTOR COMPENSATION |

  184. B.Continued Employment Following Change of Control (6) ($)

    | Salary ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | Total Excluding Change in Pension Value ($) (6) | | 1,080,000 | 10,793,501 | 2,428,704 | 657,260 | 305,287 | 15,264,752 | 14,607,492 |

  185. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | DIRECTOR COMPENSATION |

  186. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | PAY RATIO DISCLOSURE |

  187. B.Continued Employment Following Change of Control (6) ($)

    | | Median Employee to CEO Pay Ratio | | | | Median Employee ($) | Summary Compensation Table - CEO ($) | | Salary | 141,639 | 1,650,000 | | Stock Awards | — | 10,820,463 | | Non-Equity Incentive Plan Compensation | 11,655 | 3,710,520 | | Change in Pension Value and Non-qualified Deferred Compensation Earnings | 15,773 | 5,917,094 | | All Other Compensation | 24,149 | 314,215 | | Total Compensation | 193,216 | 22,412,292 | | Median Employee to CEO Pay Ratio | 1:116 | |

  188. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | SEC PAY VERSUS PERFORMANCE |

  189. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | SEC PAY VERSUS PERFORMANCE |

  190. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | SEC PAY VERSUS PERFORMANCE |

  191. B.Continued Employment Following Change of Control (6) ($)

    | Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Valero TSR |

  192. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | SEC PAY VERSUS PERFORMANCE |

  193. B.Continued Employment Following Change of Control (6) ($)

    | Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Valero Net Income |

  194. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | SEC PAY VERSUS PERFORMANCE |

  195. B.Continued Employment Following Change of Control (6) ($)

    | Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Valero Adjusted EPS |

  196. B.Continued Employment Following Change of Control (6) ($)

    The following chart sets forth the relationship between Compensation Actually Paid to our PEO(s), the average of Compensation Actually Paid to our non-PEO NEOs, and our adjusted EPS during the five most recently completed fiscal years. See footnote (1) above for more information on our PEO(s) and non-PEO NEOs during these periods.

  197. B.Continued Employment Following Change of Control (6) ($)

    | Description of Relationship Between Company TSR and Peer Group TSR |

  198. B.Continued Employment Following Change of Control (6) ($)

    The following chart compares our cumulative TSR over the five most recently completed fiscal years to that of the Peer Group as discussed in footnote (4) above.

  199. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 75 |

  200. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | PROPOSAL NO. 2—Advisory vote to approve compensation of named executive officers |

  201. B.Continued Employment Following Change of Control (6) ($)

    | ☑ | The Board recommends that the stockholders vote “FOR” this proposal |

  202. B.Continued Employment Following Change of Control (6) ($)

    Our Board and our stockholders have determined to hold an advisory vote on executive compensation (“say-on-pay”), as required pursuant to Section 14A of the Exchange Act, every year. Accordingly, we are asking stockholders to vote to approve the 2024 compensation of our named executive officers as such compensation is disclosed pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and other narrative compensation disclosures required by Item 402. This proxy statement contains all of these required disclosures. We request the stockholders to approve the following resolution: “RESOLVED, that the compensation paid to Valero’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.” Proxies and Voting Standard. Proxies will be voted for approval of the proposal unless otherwise specified. Approval of this proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote. Because the vote on this proposal is advisory, it will not affect compensation already paid or awarded to any named executive officer and will not be binding on Valero, the Board, or the Human Resources and Compensation Committee. The Board and the Human Resources and Compensation Committee, however, will review the voting results and take into account the outcome in determining future annual compensation for the named executive officers.

  203. B.Continued Employment Following Change of Control (6) ($)

    | 76 | 2025 PROXY STATEMENT |

  204. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | PROPOSAL NO. 3—Ratify appointment of KPMG LLP as independent auditor |

  205. B.Continued Employment Following Change of Control (6) ($)

    | ☑ | The Board recommends that the stockholders vote “FOR” this proposal |

  206. B.Continued Employment Following Change of Control (6) ($)

    The Audit Committee determined on February 26, 2025, to engage KPMG LLP (“KPMG”) as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2025. KPMG has served as Valero’s independent registered public accounting firm since 2004. The Audit Committee is directly responsible for the appointment, compensation determination, retention, and oversight of the independent auditor retained to audit Valero’s financial statements. The Audit Committee is responsible for the audit fee negotiations and fee approval associated with Valero’s retention of the independent auditing firm. The Audit Committee annually reviews and evaluates the qualifications, performance, and independence of Valero’s independent auditing firm, and reviews and evaluates the lead partner of the independent auditor team. In conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee is involved in the selection of the audit firm’s new lead engagement partner. To monitor auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent auditing firm. The members of the Audit Committee and the Board believe that the continued retention of KPMG to serve as Valero’s independent registered public accounting firm for the fiscal year ending December 31, 2025, is in the best interests of Valero and its stockholders. Accordingly, the Board requests stockholder approval of the following resolution: “RESOLVED, that the appointment of the firm of KPMG LLP as Valero’s independent registered public accounting firm for the purpose of conducting an audit of the consolidated financial statements and the effectiveness of internal control over financial reporting of Valero and its subsidiaries for the fiscal year ending December 31, 2025, is hereby approved and ratified.” KPMG Annual Meeting Attendance. One or more representatives of KPMG are expected to be present at the Annual Meeting to respond to appropriate questions raised at the Annual Meeting or make appropriate statements at the Annual Meeting. Voting Standard. The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote is required for adoption of this proposal. If the appointment is not approved, the adverse vote will be considered as an indication to the Audit Committee that it should select another independent registered public accounting firm for the following year. Because of the difficulty and expense of making any substitution of public accountants so long after the beginning of the current year, it is contemplated that the appointment for 2025 will be permitted to stand unless the Audit Committee finds other good reason for making a change.

  207. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 77 |

  208. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | KPMG LLP FEES |

  209. B.Continued Employment Following Change of Control (6) ($)

    The following table presents fees for services provided to us by KPMG for the years shown ($ in millions).

  210. B.Continued Employment Following Change of Control (6) ($)

    | | 2024 | 2023 | | Audit Fees (1) | 11.2 | 9.8 | | Audit-Related Fees (2) | 0.5 | 0.4 | | Tax Fees (3) | 0.5 | 0.8 | | All Other Fees (4) | — | — | | total | 12.2 | 11.0 |

  211. B.Continued Employment Following Change of Control (6) ($)

    Footnotes: (1)Represents fees for professional services rendered for the audit of the annual financial statements included in Valero’s annual reports on Form 10-K, review of Valero’s interim financial statements included in Valero’s Form 10-Qs, the audit of the effectiveness of Valero’s internal control over financial reporting, and services that are normally provided by the principal auditor (e.g., comfort letters, statutory audits, attest services, consents, and assistance with and review of documents filed with the SEC). (2)Represents fees for assurance and related services that are reasonably related to the performance of the audit or review of Valero’s financial statements and not reported under the caption for Audit Fees. The fees listed above are related primarily to the audit of Valero’s benefit plans and other statutory/regulatory audits. (3)Represents fees for professional services rendered by KPMG for tax compliance and tax consulting services. For 2024 and 2023, the fees relate primarily to property tax consulting and compliance services. (4)Category represents fees for professional services, if any, other than the services reported under the preceding captions.

  212. B.Continued Employment Following Change of Control (6) ($)

    | Audit Committee Pre-Approval Policy |

  213. B.Continued Employment Following Change of Control (6) ($)

    The Audit Committee has adopted a pre-approval policy to address the pre-approval of certain services rendered to Valero by its independent auditor. The pre-approval policy requires that the Audit Committee review and pre-approve services performed by the independent auditor either (i) on a case-by-case basis, or (ii) by the adoption of a policy detailing the particular types of services that may be provided without case-by-case consideration. The policy-based pre-approval is available for certain audit, audit-related, tax, and other services. Separate pre-approval is required to authorize the annual financial statement audit and annual audit of Valero’s internal control over financial reporting. The Audit Committee has delegated to its chair the authority to grant separate pre-approvals of services and fees in accordance with the pre-approval policy. All of the services rendered by KPMG to Valero for 2024 and 2023 were pre-approved specifically by the Audit Committee or pursuant to our pre-approval policy. None of the services provided by KPMG were approved by the Audit Committee under the pre-approval waiver provisions of paragraph (c)(7)(i)(C) of Rule 2-01 of SEC Regulation S-X.

  214. B.Continued Employment Following Change of Control (6) ($)

    | 78 | 2025 PROXY STATEMENT |

  215. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | REPORT OF THE AUDIT COMMITTEE FOR FISCAL YEAR 2024 |

  216. B.Continued Employment Following Change of Control (6) ($)

    Management is responsible for Valero’s internal control over its financial reporting process. KPMG, Valero’s independent registered public accounting firm for the fiscal year ended December 31, 2024, is responsible for performing an independent audit of Valero’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), and an audit of the effectiveness of Valero’s internal control over financial reporting in accordance with the standards of the PCAOB, and to issue KPMG’s reports thereon. The Audit Committee monitors and oversees these processes. The Audit Committee approves the selection and appointment of Valero’s independent registered public accounting firm and recommends the ratification of its selection and appointment to our Board. The Audit Committee has reviewed and discussed Valero’s audited financial statements with management and KPMG. The committee has discussed with KPMG the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The committee has received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with KPMG that firm’s independence. Based on the foregoing review, discussions, and other matters the Audit Committee determined to be relevant and appropriate, the Audit Committee recommended to the Board that the audited financial statements of Valero be included in its annual report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. Audit Committee: H. Paulett Eberhart, Chair Fred M. Diaz Eric D. Mullins The material in this Report of the Audit Committee is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any of Valero’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, respectively, 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.

  217. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 79 |

  218. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | ADDITIONAL INFORMATION—BOARD INDEPENDENCE, RELATED PARTY MATTERS, AND BENEFICIAL OWNERSHIP |

  219. B.Continued Employment Following Change of Control (6) ($)

    | Independence of Our Directors |

  220. B.Continued Employment Following Change of Control (6) ($)

    Independent Directors. Our Corporate Governance Guidelines require a majority of the Board to be independent. The Board presently has nine non-management directors who are independent and one member who is not independent. R. Lane Riggs (our Chairman, CEO and President) is an employee of Valero and is not an independent director under NYSE listing standards and Valero’s Corporate Governance Guidelines. Joseph W. Gorder, who served as our Executive Chairman in 2024 (until his retirement from such position and as a director as of the close of business on December 31, 2024), was also an employee of Valero (until his retirement as an employee in January 2025) and therefore was not independent under NYSE listing standards and Valero’s Corporate Governance Guidelines. The Board determined that all of our non-management directors who served on the Board at any time in 2024, and all who currently serve on the Board, satisfy the Board’s independence requirements. Those independent directors are/were:

  221. B.Continued Employment Following Change of Control (6) ($)

    | Fred M. Diaz | Deborah P. Majoras | Robert A. Profusek** | | H. Paulett Eberhart | Eric D. Mullins | Randall J. Weisenburger | | Marie A. Ffolkes | Donald L. Nickles* | Rayford Wilkins, Jr. | | Kimberly S. Greene | | |

  222. B.Continued Employment Following Change of Control (6) ($)

    *Mr. Nickles retired from the Board at the 2024 annual meeting of stockholders. **Mr. Profusek will retire from the Board at the Annual Meeting. Independent Committees. The Board’s Audit Committee, Human Resources and Compensation Committee, Nominating and Corporate Governance Committee, and Sustainability and Public Policy Committee are each composed entirely of directors who satisfy the applicable independence standards of the NYSE and the SEC. Each member of the Audit Committee also meets the additional independence standards for Audit Committee members required by the SEC. Independence Standards and Determination. The Board determines independence on the basis of the standards specified by the NYSE, the standards listed in our Corporate Governance Guidelines, SEC rules, and other facts and circumstances the Board may consider relevant. Under the NYSE’s listing standards, a director is not deemed independent unless the Board affirmatively determines that the director has no material relationship with Valero. While the Board considers all relevant facts and circumstances in making its independence determinations with respect to each director, our Corporate Governance Guidelines set forth certain categorical standards or guidelines to assist the Board in making such determinations. A director’s relationship with Valero falls within the guidelines adopted by the Board if it (as applicable): •is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual; •consists of charitable contributions by Valero to an organization in which a director is an executive officer that do not exceed the greater of $1 million or two percent of the organization’s gross revenue in any of the last three years; •consists of charitable contributions to any organization with which a director, or any member of a director’s immediate family, is affiliated as an officer, director, or trustee pursuant to a matching gift program of Valero and made on terms applicable to employees and directors generally, or is in amounts that do not exceed $1 million per year; and •is not a relationship required to be disclosed by Valero under Item 404 of SEC Regulation S-K (regarding related-party transactions). The Board has reviewed pertinent information concerning the background, employment, and affiliations (including commercial, banking, consulting, legal, accounting, and charitable affiliations, related-party transactions, and familial and personal relationships) of our directors, including the matters discussed under “Certain Relationships and Transactions with Related Persons” below, and the fact that some of our directors are directors or otherwise affiliated with other companies or organizations with which we conduct business. Following review by both the Nominating and Corporate Governance Committee and the full Board, the Board (upon recommendation from the Nominating and Corporate Governance Committee) determined that each of our non-management directors and each member of the Audit Committee, Human Resources and Compensation Committee, Nominating and Corporate Governance Committee, and Sustainability and Public Policy Committee has no material relationship with Valero, and is therefore independent. Other than Mr. Riggs, the principal occupation and employment of our director nominees as set forth in their respective biographies in “Proposal No. 1—Election of directors—Nominees” above was not with Valero, or a subsidiary or affiliate thereof.

  223. B.Continued Employment Following Change of Control (6) ($)

    | 80 | 2025 PROXY STATEMENT |

  224. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | ADDITIONAL INFORMATION—BOARD INDEPENDENCE, RELATED PARTY MATTERS, AND BENEFICIAL OWNERSHIP |

  225. B.Continued Employment Following Change of Control (6) ($)

    | Certain Relationships and Transactions with Related Persons |

  226. B.Continued Employment Following Change of Control (6) ($)

    Our Board adopted a Related Party Transactions Policy to establish procedures for the notification, review, approval, ratification, and disclosure of related-party transactions. Under the policy, a related-party transaction is a transaction, arrangement, or relationship in which (i) Valero (including any of its subsidiaries) was, is, or will be a participant; (ii) the amount involved exceeds $120,000; and (iii) any “related person” had, has, or will have a direct or indirect material interest. Under the policy, a related person means, generally, any person who would be deemed to be a “related person” as defined in Item 404 of Regulation S-K. Under the policy, a related-party transaction must be submitted to the Board’s Nominating and Corporate Governance Committee for review and approval. The policy is available on our website at www.valero.com > Investors > ESG > Governance Documents. We also have a Conflicts of Interest Policy to address instances in which an employee’s or a director’s private interests may conflict with the interests of Valero. The policy is published on our intranet website. We have a Conflicts of Interest Committee (composed of Valero employees) to help administer our Conflicts of Interest Policy and to determine whether any employee’s or director’s private interests may interfere with the interests of Valero. Conflicts of interest are also addressed in our Code of Business Conduct and Ethics. Any waiver of any provision of this code for executive officers or directors may be made only by the Board. As noted under “Compensation Discussion and Analysis,” for security and efficiency reasons, Mr. Riggs is required to use the corporate aircraft for all business and personal travel whenever it is feasible. Mr. Gorder was also subject to this requirement in 2024 prior to his retirement as Executive Chairman. Mr. Riggs has entered into an Aircraft Time Sharing Agreement pursuant to which he reimburses us for certain personal travel within amounts permitted under U.S. FAA regulations. Mr. Gorder also previously entered into an Aircraft Time Sharing Agreement, which terminated upon his retirement as Executive Chairman, pursuant to which he reimbursed us for certain personal travel within amounts permitted under U.S. FAA regulations. A copy of the form of such agreements is filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2024. Since the beginning of Valero’s last fiscal year, the amounts involved in transactions under the Aircraft Time Sharing Agreements with each of Mr. Riggs and Mr. Gorder (whose agreement is now terminated, as noted above), respectively, have not exceeded $120,000 and have not constituted related-party transactions. Nonetheless, such transactions and relationships are reviewed annually by the Nominating and Corporate Governance Committee.

  227. B.Continued Employment Following Change of Control (6) ($)

    | Beneficial Ownership of Valero Securities |

  228. B.Continued Employment Following Change of Control (6) ($)

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |

  229. B.Continued Employment Following Change of Control (6) ($)

    This table describes each person or group of affiliated persons known to be a beneficial owner of more than 5% of our Common Stock. The information is based on the latest reports filed by such persons with the SEC.

  230. B.Continued Employment Following Change of Control (6) ($)

    | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 34,724,906 (1) | 10.96%(1) | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 28,577,183 (2) | 8.4%(2) | | State Street Corporation State Street Financial Center One Congress Street, Suite 1 Boston, MA 02114-2016 | 22,758,725 (3) | 6.68%(3) |

  231. B.Continued Employment Following Change of Control (6) ($)

    Footnotes: (1)The Vanguard Group filed with the SEC Amendment No. 11 to its Schedule 13G on January 8, 2025, reporting that it or certain of its affiliates beneficially owned in the aggregate 34,724,906 shares as of December 31, 2024, for which it had no sole voting power, shared voting power for 405,539 shares, sole dispositive power for 33,258,687 shares, and shared dispositive power for 1,466,219 shares. (2)BlackRock, Inc. filed with the SEC Amendment No. 14 to its Schedule 13G on January 25, 2024, reporting that it or certain of its affiliates beneficially owned in the aggregate 28,577,183 shares as of December 31, 2023, for which it had sole voting power for 25,997,959 shares, no shared voting power, sole dispositive power for 28,577,183 shares, and no shared dispositive power. (3)State Street Corporation filed with the SEC an amended Schedule 13G on January 30, 2024, reporting that it or certain of its affiliates beneficially owned in the aggregate 22,758,725 shares as of December 31, 2023, for which it had no sole voting power, shared voting power for 16,569,879 shares, no sole dispositive power, and shared dispositive power for 22,740,815 shares.

  232. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 81 |

  233. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | ADDITIONAL INFORMATION—BOARD INDEPENDENCE, RELATED PARTY MATTERS, AND BENEFICIAL OWNERSHIP |

  234. B.Continued Employment Following Change of Control (6) ($)

    | SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS |

  235. B.Continued Employment Following Change of Control (6) ($)

    This table lists the beneficial ownership of our Common Stock as of March 10, 2025, by all directors and nominees, the named executive officers named in the Summary Compensation Table, and the directors and executive officers of Valero as a group. No executive officer, director, or nominee for director owns any class of equity securities of Valero other than Common Stock. None of the shares listed below are pledged as security. The address for each person is One Valero Way, San Antonio, Texas 78249.

  236. B.Continued Employment Following Change of Control (6) ($)

    | Name of Beneficial Owner | Shares Held (1) | Shares Under Options (2) | Total Shares | Percent of Class | | Fred M. Diaz | 2,497 | — | 2,497 | * | | H. Paulett Eberhart | 13,509 | — | 13,509 | * | | Marie A. Ffolkes | 659 | — | 659 | * | | Eric A. Fisher | 46,180 | — | 46,180 | * | | Jason W. Fraser | 149,006 | — | 149,006 | * | | Kimberly S. Greene | 13,314 | — | 13,314 | * | | Deborah P. Majoras | 27,936 | — | 27,936 | * | | Eric D. Mullins | 8,249 | — | 8,249 | * | | Robert A. Profusek | 44,322 | — | 44,322 | * | | R. Lane Riggs | 351,037 | — | 351,037 | * | | Gary K. Simmons | 231,444 | — | 231,444 | * | | Richard J. Walsh | 109,971 | — | 109,971 | * | | Randall J. Weisenburger | 109,717 | — | 109,717 | * | | Rayford Wilkins, Jr. | 40,411 | — | 40,411 | * | | Directors and current executive officers as a group (14 persons) | 1,148,252 | — | 1,148,252 | * |

  237. B.Continued Employment Following Change of Control (6) ($)

    *Indicates that the percentage of beneficial ownership does not exceed 1% of the class. Footnotes: (1)These amounts reflect the total shares of Common Stock held by our directors and nominees, named executive officers, and directors and executive officers as a group, including shares allocated under Valero’s Thrift Plan and shares of restricted stock, and, based on our knowledge and the effect of company policies/practices, sole voting and investment power. (2)See “Director Compensation” above for more information on the outstanding stock units held by our non-management directors.

  238. B.Continued Employment Following Change of Control (6) ($)

    | 82 | 2025 PROXY STATEMENT |

  239. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | 2025 ANNUAL MEETING OF STOCKHOLDERS—IMPORTANT VOTING AND MEETING INFORMATION |

  240. B.Continued Employment Following Change of Control (6) ($)

    | General Information |

  241. B.Continued Employment Following Change of Control (6) ($)

    Our Board is soliciting proxies to be voted at our Annual Meeting to be held on May 6, 2025. 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. Holders of record of our Common Stock at the close of business on the Record Date (March 10, 2025) are entitled to vote on the matters presented at the Annual Meeting. Our proxy materials are first being sent or made available on or about March 18, 2025, to stockholders entitled to vote at the Annual Meeting.

  242. B.Continued Employment Following Change of Control (6) ($)

    | Notice of Internet Availability of Proxy Materials |

  243. B.Continued Employment Following Change of Control (6) ($)

    We are furnishing our proxy materials to our stockholders primarily through notice-and-access delivery pursuant to SEC rules. As a result, on March 18, 2025, we began mailing our Notice of Internet Availability of Proxy Materials (the “Notice”) to many holders of shares of our Common Stock as of the Record Date, rather than a full paper set of our proxy materials. Using the notice-and-access method helps us to expedite stockholder access to our proxy materials and reduces the costs of printing and mailing a full paper set of our proxy materials to all stockholders. The Notice provides instructions on how stockholders can access our proxy materials over the Internet and sets forth instructions on how shares can be voted. As more fully described in the Notice, stockholders may choose to access our proxy materials at www.proxyvote.com or may request a paper set of our proxy materials. In addition, the Notice and the website referenced therein provide information regarding how stockholders may request to receive our proxy materials in paper form by mail or by electronic delivery on an ongoing basis. Your choice for ongoing delivery will remain in effect unless you change it. Stockholders who previously affirmatively requested ongoing electronic delivery will receive instructions via email regarding how to access these materials electronically. Stockholders who previously affirmatively requested ongoing delivery of a paper set of our proxy materials will receive a full paper set by mail. Unless you have affirmatively requested ongoing electronic delivery, you should monitor your mail for delivery of a Notice or full paper set of proxy materials. If you receive a full paper set by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting. You may receive more than one Notice, proxy card, voting instruction form, email with instructions, and/or control number. See the disclosures under the caption “Shares Registered Differently and Held in More Than One Account” below for more information. A single Notice or single copy of annual reports, proxy statements, prospectuses, and other disclosure documents may be sent to two or more stockholders sharing the same address. See the disclosures under “Miscellaneous—Householding” below for more information.

  244. B.Continued Employment Following Change of Control (6) ($)

    | Proxies and Proxy Statement |

  245. B.Continued Employment Following Change of Control (6) ($)

    What is a proxy? A proxy is your legal designation of one or more persons to vote the shares you own. The persons you designate are each called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By submitting your proxy (by voting electronically on the Internet, by telephone, or by signing and returning a proxy card or voting instruction form), you authorize the designated persons to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Such designees may also vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting. What is a proxy statement? A proxy statement is a document that includes, among other disclosures, specified information that SEC rules require us to provide when we ask you to submit a proxy.

  246. B.Continued Employment Following Change of Control (6) ($)

    | Record Date, Shares Outstanding, and Quorum |

  247. B.Continued Employment Following Change of Control (6) ($)

    Holders of record of shares of our Common Stock at the close of business on the Record Date (March 10, 2025) are entitled to vote on the matters presented at the Annual Meeting. On the Record Date, 314,460,668 shares of Valero Common Stock were issued and outstanding, and entitled to one vote per share. Stockholders representing a majority of voting power, present in person or represented by proxy at the Annual Meeting, and entitled to vote will constitute a quorum.

  248. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 83 |

  249. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | 2025 ANNUAL MEETING OF STOCKHOLDERS— IMPORTANT VOTING AND MEETING INFORMATION |

  250. B.Continued Employment Following Change of Control (6) ($)

    | Virtual Meeting Format |

  251. B.Continued Employment Following Change of Control (6) ($)

    This year’s Annual Meeting will be held exclusively online, with no option to attend in person. meeting site: www.virtualshareholdermeeting.com/VLO2025 If you plan to attend the virtual Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/VLO2025 and use the 16-digit control number provided in the Notice, proxy card, voting instruction form, or email with instructions in order to log into the meeting. Depending on the number of accounts through which you hold your shares, and how such shares are held, it is possible that you may receive multiple Notices, sets of proxy materials, emails with instructions, and/or control numbers. See the disclosures under the caption “Shares Registered Differently and Held in More Than One Account” below for more information. Your vote is important! We encourage you to log into the website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting’s 11:00 a.m. (Central Time) start time. If you experience technical difficulties, you may contact the technical support telephone number posted on the meeting website. Additional information regarding the rules and procedures for participating in and voting at the virtual Annual Meeting will be provided in the meeting rules of conduct, which stockholders can view during the meeting on the meeting website. At this time, we believe that the virtual meeting format most effectively facilitates stockholder participation, although we will continue to evaluate the most effective format based on changes in facts and circumstances.

  252. B.Continued Employment Following Change of Control (6) ($)

    | Asking Questions and Participating in the Virtual Meeting |

  253. B.Continued Employment Following Change of Control (6) ($)

    Stockholders who provide a valid 16-digit control number will be able to participate in the virtual Annual Meeting by asking questions and voting their shares as outlined below. We intend to offer the same participation opportunities to stockholders as would be provided at an in-person meeting. Questions may be submitted during the meeting by logging into the virtual Annual Meeting website using a valid 16-digit control number, and following the instructions on the website. Only stockholders with a valid control number will be allowed to ask questions. Questions pertinent to meeting matters will be answered during the meeting as time allows. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional discussion topics. If we are unable to respond to a stockholder’s properly submitted question, we intend to post the question or its substance and our response on our Investor Relations website. Questions will be addressed in accordance with the meeting’s rules of conduct posted on the meeting’s website.

  254. B.Continued Employment Following Change of Control (6) ($)

    | Stockholders of Record vs. Beneficial Owners of Shares Held in Street Name |

  255. B.Continued Employment Following Change of Control (6) ($)

    Stockholders of Record. You are the stockholder of record for any shares of Common Stock that you own directly in your name in an account with Valero’s stock transfer agent, Computershare Investor Services, LLC (“Computershare”). See the disclosures under the caption “Transfer Agent” below for more information on Computershare. Beneficial Owners. You are a beneficial owner of shares held in “street name” if your shares of Common Stock are held in an account with a broker, bank, or other holder of record as custodian on your behalf. The broker, bank, or other holder of record is considered the stockholder of record of these shares. As the beneficial owner, you have the right to instruct the broker, bank, or other holder of record how to vote your shares. If your shares of Common Stock are held by a broker, bank, or other holder of record, the Notice, proxy materials, or email with instructions are being forwarded to you by or on behalf of the broker, bank, or other holder of record, which is required to vote such shares in accordance with your instructions.

  256. B.Continued Employment Following Change of Control (6) ($)

    | Common Stock Held by Certain Valero Benefit Plans |

  257. B.Continued Employment Following Change of Control (6) ($)

    Plan Participants’ Voting Rights. If you are a participant in (i) Valero’s Thrift Plan; (ii) the Premcor Retirement Savings Plan (the “Premcor Plan”); or (iii) the Valero U.K. Share Incentive Plan, the Valero Energy Inc. Savings Plan (Canadian Plan - DPSP-RRSP-NREG), the Valero Equity Services Share Incentive Plan, or the Valero Ireland Share Participation Scheme (the “Other Plans” and, collectively with the Thrift Plan and the Premcor Plan, the “Plans” and each individually, a “Plan”), you are the beneficial owner of the shares of Common Stock that are allocated to your account in such Plans, and you have the right to instruct the voting of any such shares as of the Record Date. If you own shares of Valero Common Stock through a Plan, the Notice, proxy materials, or email with instructions are being forwarded to you by or on behalf of the applicable trustee or fiduciary for such Plan, which is required to vote your shares of Common Stock in accordance with your instructions.

  258. B.Continued Employment Following Change of Control (6) ($)

    | 84 | 2025 PROXY STATEMENT |

  259. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | 2025 ANNUAL MEETING OF STOCKHOLDERS— IMPORTANT VOTING AND MEETING INFORMATION |

  260. B.Continued Employment Following Change of Control (6) ($)

    Uninstructed Thrift Plan Shares. If you do not timely or properly vote the shares of Common Stock allocated to your Thrift Plan account as of the Record Date, the Valero Energy Corporation Benefit Plans Administrative Committee will instruct the trustee of the Thrift Plan with respect to the voting of such uninstructed shares in accordance with its established procedures, unless otherwise required by law. Uninstructed Premcor Plan and Other Plan Shares. If you do not timely or properly vote the shares of Common Stock allocated to your account in the Premcor Plan or any Other Plan as of the Record Date, those shares may be voted as permitted under the applicable Plan documentation and the laws governing such Plan. Voting Deadline and Shares Represented. Shares held through a Plan should be voted by 11:59 p.m. Eastern Time on May 1, 2025, in order to be timely processed and counted. For participants in a Plan, the proxy card and control number with respect to such shares will represent (in addition to any shares held individually of record by the participant) the shares allocated to the participant’s account in any Plan as of the Record Date. For shares held through a Plan, the proxy card or proxy votes submitted by Internet or telephone using the control number with respect to such shares will, if timely submitted, constitute an instruction to the applicable trustee or fiduciary for such Plan on how to vote those shares, and will also vote by proxy any shares of Valero Common Stock registered in your name with Computershare.

  261. B.Continued Employment Following Change of Control (6) ($)

    | Shares Registered Differently and Held in More Than One Account |

  262. B.Continued Employment Following Change of Control (6) ($)

    If you receive more than one Notice, proxy card, voting instruction form, or email with instructions, that means your shares of Valero Common Stock are likely registered differently, and are held in more than one account. For example, you may own some shares of Valero Common Stock directly in your name in an account with Computershare, as in the case of unvested restricted shares of Valero Common Stock. However, you may also be the beneficial owner of shares of Valero Common Stock held in street name, such as shares held in a brokerage account. Additionally, the shares of Valero Common Stock that you beneficially own may be held in multiple accounts that are in turn held with one, or potentially multiple, brokers, banks, or other holders of record. Depending on the number of accounts through which you hold your shares, and how such shares are held, it is possible that you may receive multiple Notices, sets of proxy materials, emails with instructions, and/or control numbers. To ensure that all of your shares of Common Stock are voted, please vote at least once for each control number you receive. You can vote electronically by visiting www.proxyvote.com and following the instructions on that website, or through the other methods listed below under the caption “Voting by Proxy.”

  263. B.Continued Employment Following Change of Control (6) ($)

    | Difficulty Locating or Obtaining One or More Control Numbers |

  264. B.Continued Employment Following Change of Control (6) ($)

    The control number for each applicable account through which you hold shares of Valero Common Stock is 16 digits, in the xxxx xxxx xxxx xxxx format, and can be found on the respective Notice, proxy card, voting instruction form, or email with instructions with respect to such account and shares. As discussed above under the caption “Shares Registered Differently and Held in More Than One Account,” you may have more than one control number depending on the number of accounts through which you hold your shares, and how such shares are held. Stockholders of Record and Plan Participants. Beginning approximately four weeks prior to the Annual Meeting, and through the close of the Annual Meeting, if you need assistance in locating a 16-digit control number for shares for which you are a stockholder of record, or for shares held through a Plan, please call Broadridge Financial Solutions, Inc. at 844-983-0876 (U.S. toll-free) or 303-562-9303 (international toll-free) for assistance. Beneficial Owners. If you are a beneficial owner of shares held in street name, other than those beneficially owned through a Plan, you will need to contact the stockholder of record (e.g., your broker, bank, or other holder of record) for assistance with your 16-digit control number for any shares you hold in street name. For more information on stockholders of record vs. beneficial owners, see the disclosures above under the caption “Stockholders of Record vs. Beneficial Owners of Shares Held in Street Name.”

  265. B.Continued Employment Following Change of Control (6) ($)

    | Voting by Proxy |

  266. B.Continued Employment Following Change of Control (6) ($)

    We encourage you to submit your proxy early by Internet, telephone, or mail prior to the virtual Annual Meeting, even if you plan to attend the virtual Annual Meeting, in order to ensure that all of your shares are properly and timely voted.

  267. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 85 |

  268. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | 2025 ANNUAL MEETING OF STOCKHOLDERS— IMPORTANT VOTING AND MEETING INFORMATION |

  269. B.Continued Employment Following Change of Control (6) ($)

    To vote your shares, please follow the instructions in the Notice, proxy card, voting instruction form, or email with instructions. If you are a beneficial owner or a participant in any Plan, please carefully read the materials forwarded to you by or on behalf of the applicable Plan trustee or fiduciary (in the case of Plan participants), or your broker, bank, or other holder of record (in the case of other beneficial owners). Stockholders can vote by proxy in three ways: •By Internet – You can vote via the Internet by following the instructions in the Notice, proxy card, voting instruction form, or email with instructions, or by visiting www.proxyvote.com and following the instructions on that website. •By Telephone – You can vote by telephone by following the instructions in the Notice, proxy card, voting instruction form, or email with instructions, or by calling (800) 690-6903 (toll-free) and following the instructions. •By Mail – You can vote by mail by requesting (which includes any previous ongoing election to receive full paper proxy materials) a full set of proxy materials be sent to your home address. Upon receipt of the materials, you may complete the enclosed proxy card or voting instruction form and return it per the instructions on or included with the proxy card or voting instruction form. If you vote by proxy, your shares will be voted at the Annual Meeting as you direct. If you sign your proxy card but do not specify how you want your shares to be voted for a proposal, they will be voted as the Board recommends for such proposal. See the disclosures in this section under the captions “Common Stock Held by Certain Valero Benefit Plans” and “Broker Non-Votes” for information on how uninstructed beneficially owned shares may be voted. If you are a participant in any Plan, your proxy votes must be received by no later than 11:59 p.m. Eastern Time on May 1, 2025, in order to be timely processed and counted with respect to your Plan shares. If you are a stockholder of record, the control number you receive for your shares of Valero Common Stock held through any Plan will also represent the shares of Valero Common Stock registered in your name with Computershare as of the Record Date. While you may vote such registered shares up until 11:59 p.m. Eastern Time on May 5, 2025, or by attending and voting at the virtual Annual Meeting, any votes received after 11:59 p.m. Eastern Time on May 1, 2025, will not be timely with respect to shares held through any Plan, and may only apply to the shares of Valero Common Stock registered in your name with Computershare.

  270. B.Continued Employment Following Change of Control (6) ($)

    | Changing and Revoking Proxies |

  271. B.Continued Employment Following Change of Control (6) ($)

    Stockholders of record may change or revoke their proxy at any time before the virtual Annual Meeting by Internet, phone, or mail if received prior to 11:59 p.m. Eastern Time on May 5, 2025, or by attending the virtual Annual Meeting and following the voting instructions provided on the meeting website. If, however, you are the beneficial owner of shares held in street name, you must follow the instructions provided by or on behalf of your broker, bank, or other holder of record for changing or revoking your proxy. If your shares are held in any Plan, please refer to the voting instructions and relevant details in the materials provided to you by or on behalf of the applicable trustee or fiduciary for such Plan. As discussed further under the caption “Voting by Proxy” above, if you are a stockholder of record, the proxy card and control number you receive for your shares of Common Stock held through any Plan will also represent the shares registered in your name with Computershare. See also “Common Stock Held by Certain Valero Benefit Plans” above for more information on the voting deadline for shares of Valero Common Stock held in a Plan and how uninstructed shares of Valero Common Stock held in a Plan may be voted.

  272. B.Continued Employment Following Change of Control (6) ($)

    | Voting During the Annual Meeting |

  273. B.Continued Employment Following Change of Control (6) ($)

    You must have the control number associated with each applicable account through which you hold shares of Valero Common Stock in order to vote the shares associated with such account. Depending on the number of accounts through which you hold your shares, and how such shares are held, it is possible that you may receive multiple Notices, sets of proxy materials, emails with instructions, and/or control numbers. See the disclosures under the caption “Shares Registered Differently and Held in More Than One Account” above for more information. Control numbers change each year and are not reusable from year to year. The control number for each applicable account through which you hold shares of Valero Common Stock is 16 digits, in the xxxx xxxx xxxx xxxx format, and can be found on the respective Notice, proxy card, voting instruction form, or email with instructions with respect to such account and shares. As discussed above, if you are a stockholder of record, the control number you receive for your shares held through any Plan will also represent the shares registered in your name with Computershare.

  274. B.Continued Employment Following Change of Control (6) ($)

    | 86 | 2025 PROXY STATEMENT |

  275. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | 2025 ANNUAL MEETING OF STOCKHOLDERS— IMPORTANT VOTING AND MEETING INFORMATION |

  276. B.Continued Employment Following Change of Control (6) ($)

    Stockholders of record and beneficial owners of shares held in street name (other than Plan participants with respect to shares held through any Plan) may vote shares held in a particular account during the virtual Annual Meeting by logging into the meeting website using the 16-digit control number associated with such shares and following the instructions provided on the website. If you are a beneficial owner or a participant in any Plan, please carefully read the materials forwarded to you by or on behalf of the applicable Plan trustee or fiduciary (in the case of Plan participants), or your broker, bank, or other holder of record (in the case of other beneficial owners). In order to vote all of your shares, you may need to log into the meeting website multiple times to vote the shares associated with each control number you receive. Participants in any Plan will not be able to vote the shares of Valero Common Stock held through such Plans at the Annual Meeting. However, stockholders of record will still be able to vote the shares registered in their name with Computershare at the Annual Meeting, even if the deadline for voting shares held through a Plan has passed. See the disclosures under the caption “Difficulty Locating or Obtaining One or More Control Numbers” above for more information.

  277. B.Continued Employment Following Change of Control (6) ($)

    | Required Votes |

  278. B.Continued Employment Following Change of Control (6) ($)

    For Proposal No. 1, as required by Valero’s bylaws, each director is to be elected by a majority of votes cast with respect to that director’s election. Any director nominee who does not receive a majority of the votes cast is required to submit an irrevocable resignation to the Board, and the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation or take other action. The Board will, within 90 days following certification of the election results, publicly disclose its decision regarding any such resignation and the rationale behind the decision. Proposals Nos. 2 and 3 require approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.

  279. B.Continued Employment Following Change of Control (6) ($)

    | Effect of Abstentions |

  280. B.Continued Employment Following Change of Control (6) ($)

    Shares voted to abstain are treated as “present” for purposes of determining a quorum. In the election of directors (Proposal No. 1), pursuant to our bylaws, shares voted to abstain are not deemed “votes cast,” and are accordingly disregarded. When approval for a proposal requires (i) the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote (Proposals Nos. 2 and 3), or (ii) the affirmative vote of a majority of the voting power of the issued and outstanding Common Stock, then shares voted to “abstain” have the effect of a negative vote (a vote “against”).

  281. B.Continued Employment Following Change of Control (6) ($)

    | Broker Non-Votes |

  282. B.Continued Employment Following Change of Control (6) ($)

    Brokers holding shares must vote according to the specific instructions they receive from the beneficial owners of the stock. If your broker does not receive specific voting instructions from you, in certain cases the broker may vote the shares in the broker’s discretion. The NYSE does not allow brokers to vote on certain proposals without specific instructions from the beneficial owner. This results in a “broker non-vote” on the proposal. A broker non-vote (i) is treated as “present” for purposes of determining a quorum; (ii) has the effect of a negative vote when a majority of the voting power of the issued and outstanding shares is required for approval of a particular proposal; and (iii) has no effect when a majority of the voting power of the shares present in person or represented by proxy and entitled to vote or a plurality or majority of the votes cast is required for approval. Proposal No. 3 is deemed to be a routine matter under NYSE rules. A broker or other nominee generally may vote uninstructed shares on routine matters, and therefore no broker non-votes are expected to occur for Proposal No. 3. Proposals Nos. 1 and 2 are considered non-routine matters under NYSE rules. Because a broker or other nominee cannot vote without instructions on non-routine matters, we expect a number of broker non-votes to occur on these proposals.

  283. B.Continued Employment Following Change of Control (6) ($)

    | Solicitation of Proxies |

  284. B.Continued Employment Following Change of Control (6) ($)

    Valero pays the cost for soliciting proxies and conducting the Annual Meeting. In addition to solicitation by mail, proxies may be solicited by personal interview, telephone, email, electronically, and similar means by directors, officers, or employees of Valero, none of whom will be specially compensated for such activities. Valero also intends to request that brokers, banks, other holders of record, nominees, custodians, and fiduciaries, forward our proxy materials to beneficial owners, and will reimburse such brokers, banks, other holders of record, nominees, custodians, and fiduciaries for certain expenses incurred by them for such activities. Valero has also retained Innisfree M&A Incorporated, a proxy soliciting firm, to assist in the solicitation of proxies for a fee of $30,000, plus reimbursement of certain out-of-pocket expenses and variable amounts for any additional proxy solicitation services.

  285. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 87 |

  286. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | | | MISCELLANEOUS |

  287. B.Continued Employment Following Change of Control (6) ($)

    | Governance Documents and Codes of Ethics |

  288. B.Continued Employment Following Change of Control (6) ($)

    Our Code of Ethics for Senior Financial Officers applies to our principal executive officer, principal financial officer, and controller. The code charges these officers with responsibilities regarding honest and ethical conduct, the preparation and quality of the disclosures in documents and reports we file with the SEC, and compliance with applicable laws, rules, and regulations. We have also adopted a Code of Business Conduct and Ethics which applies to all of our employees and directors and covers many topics including, but not limited to, conflicts of interests, competition and fair dealing, discrimination and harassment, payments to government personnel, and confidential ethics helpline reporting. We intend to disclose any future amendment to, or waiver from, either of these Codes by posting such information on our website. We post the following documents, among others, on our website at www.valero.com > Investors > ESG > Governance Documents. A printed copy of these documents is available to any stockholder upon request. Requests for documents must be in writing and directed to Valero’s Corporate Secretary at the address indicated below under “Stockholder Communications, Nominations, and Proposals.” •Restated Certificate of Incorporation •Bylaws •Code of Business Conduct and Ethics •Code of Ethics for Senior Financial Officers •Corporate Governance Guidelines •Conduct Guidelines for Business Partners •Audit Committee Charter •Human Resources and Compensation Committee Charter •Nominating and Corporate Governance Committee Charter •Sustainability and Public Policy Committee Charter •Related Party Transactions Policy •Compensation Consultant Disclosure Policy •Executive Compensation Clawback Policy •Political Contributions, Lobbying and Trade Associations Policy •Policy on Vesting of Performance Shares Upon a Change of Control of Valero •Health, Safety and Environmental Policy Statement •Stock Ownership and Retention Guidelines for Directors and Officers

  289. B.Continued Employment Following Change of Control (6) ($)

    | Stockholder Communications, Nominations, and Proposals |

  290. B.Continued Employment Following Change of Control (6) ($)

    Stockholders and other interested parties may communicate with the Board, its non-management directors, or the Lead Director by sending a written communication addressed to “Board of Directors,” “Non-Management Directors,” or “Lead Director” in care of Valero’s Corporate Secretary at the address indicated in the following paragraph with respect to stockholder proposals pursuant to Rule 14a-8 of the Exchange Act. The Corporate Secretary’s office will forward to the appropriate directors all correspondence, except for personal grievances, items unrelated to the functions of the Board, business solicitations, advertisements, and materials that are hostile, threatening, or profane. In order to submit a stockholder proposal for inclusion in our proxy statement for the 2026 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act, our Corporate Secretary must receive your written proposal by November 18, 2025, at our principal executive office at the following address: Corporate Secretary, Valero Energy Corporation, One Valero Way, San Antonio, Texas 78249. The proposal must comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of such stockholder proposals in company-sponsored proxy materials. To present a stockholder proposal at the 2026 annual meeting of stockholders that is not the subject of a proposal pursuant to Rule 14a-8 of the Exchange Act, or to nominate a person for election to the Board, you must follow the procedures stated in Article I, Section 9 of our bylaws. These procedures include the requirement that your proposal must be delivered to Valero’s Corporate Secretary not later than the close of business on the 90th day or earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting.

  291. B.Continued Employment Following Change of Control (6) ($)

    | 88 | 2025 PROXY STATEMENT |

  292. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | MISCELLANEOUS |

  293. B.Continued Employment Following Change of Control (6) ($)

    If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, your notice must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day we first publicly announce the date of the 2026 annual meeting of stockholders. In addition, stockholders who intend to solicit proxies in support of director nominees other than Valero’s nominees must also comply with the additional requirements of Rule 14a-19(b) of the Exchange Act by March 9, 2026. An eligible stockholder, or eligible group of stockholders, that wants to nominate a candidate for election to the Board pursuant to the proxy access provisions of our bylaws must follow the procedures stated in Article I, Section 9A of our bylaws. These procedures include the requirement that your nomination must be delivered to Valero’s Corporate Secretary not later than the close of business on the 120th day or earlier than the close of business on the 150th day prior to the first anniversary of the preceding year’s annual meeting. If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, your notice must be delivered not later than the 120th day prior to such annual meeting or, if later, the 10th day following the day we first publicly announce the date of the 2026 annual meeting of stockholders. Our bylaws are available on our website at www.valero.com > Investors > ESG > Governance Documents. Stockholders are urged to review all applicable rules and consult legal counsel before submitting a nomination or proposal to Valero.

  294. B.Continued Employment Following Change of Control (6) ($)

    | Other Business |

  295. B.Continued Employment Following Change of Control (6) ($)

    If any matters not referred to in this proxy statement properly come before the Annual Meeting or any adjournments or postponements thereof, the enclosed proxies will be deemed to confer discretionary authority on the individuals named as proxies to vote the shares represented by proxy in accordance with their best judgments. The Board is not currently aware of any other matters that may be presented for action at the Annual Meeting.

  296. B.Continued Employment Following Change of Control (6) ($)

    | Financial Statements |

  297. B.Continued Employment Following Change of Control (6) ($)

    Financial statements and related information for Valero, including audited financial statements for the fiscal year ended December 31, 2024, are contained in our annual report on Form 10-K for such year, which we filed with the SEC. You may review this report on the Internet as indicated in the Notice and through our website (www.valero.com > Investors > Financials > SEC Filings).

  298. B.Continued Employment Following Change of Control (6) ($)

    | Householding |

  299. B.Continued Employment Following Change of Control (6) ($)

    The SEC’s rules allow companies to send a single Notice or single copy of annual reports, proxy statements, prospectuses, and other disclosure documents to two or more stockholders sharing the same address, subject to certain conditions. These “householding” rules, which we have adopted, are intended to provide greater convenience for stockholders, and cost savings for companies, by reducing the number of duplicate documents that stockholders receive. If your shares are held by an intermediary broker, dealer, or bank in “street name,” your consent to householding may be sought, or may already have been sought, by or on behalf of the intermediary. If you prefer to receive your own set of proxy materials now or in future years, you may request a duplicate set by (i) visiting www.proxyvote.com; (ii) calling 800-579-1639; or (iii) emailing sendmaterial@proxyvote.com (if emailing, include your control number), or you may contact your broker, and we will promptly deliver such materials. If you and another stockholder of record with whom you share an address are receiving multiple copies of our proxy materials, you can request to participate in householding and receive a single copy of our proxy materials in the future by calling Broadridge Financial Solutions, Inc. at 866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Dept., 51 Mercedes Way, Edgewood, NY 11717. If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation of duplicate mailings. Because not all brokers and nominees may offer stockholders the opportunity to request eliminating duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings to your household.

  300. B.Continued Employment Following Change of Control (6) ($)

    | 2025 PROXY STATEMENT | 89 |

  301. B.Continued Employment Following Change of Control (6) ($)

    | Table of Contents | | MISCELLANEOUS |

  302. B.Continued Employment Following Change of Control (6) ($)

    | Transfer Agent |

  303. B.Continued Employment Following Change of Control (6) ($)

    Computershare Investor Services serves as our transfer agent, registrar, and dividend paying agent with respect to our Common Stock. Correspondence relating to any stock accounts, dividends, or transfers of stock certificates should be addressed to: Computershare Investor Services Shareholder Communications by regular mail: P.O. Box 43078 Providence, RI, 02940-3078 by overnight delivery: 150 Royall Street Suite 101 Canton, MA, 02021 (888) 470-2938 (312) 360-5261 www.computershare.com

  304. B.Continued Employment Following Change of Control (6) ($)

    | 90 | 2025 PROXY STATEMENT |