DEF 14A of Valvoline Inc, Dec 18, 2024

DEF 14A of Valvoline Inc

Filed Dec 18, 2024 · FY20240001104659-24-129627

Open on EDGAR

  1. Our Director Nominees to the Board

    Our Director Nominees to the Board You are being asked to vote on the election of the nine directors listed below. Detailed information about each nominee’s background and experience can be found beginning on page 2.

  2. Our Director Nominees to the Board

    | Nominee Name Occupation | | Age | Director Since | Independent | Other Public Co. Boards | Committee Memberships | | | | | | | | | | Audit | Comp | G&N | | | Gerald W. Evans, Jr. Retired Chief Executive Officer of Hanesbrands Inc. | 65 | 2019 | ✓ | 0 | | | | | | Lori A. Flees President & Chief Executive Officer of Valvoline Inc. | 54 | 2023 | | 0 | | | | | | Richard J. Freeland Chair of the Board; Retired President and Chief Operating Officer of Cummins Inc. | 67 | 2016 | ✓ | 2 | | | | | | Carol H. Kruse Former Chief Marketing Officer of ESPN and Cambia Health Solutions | 62 | 2018 | ✓ | 0 | | | | | | Vada O. Manager President and Chief Executive Officer of Manager Global Holdings LLC; Chief Strategist & Board Director of Think TRUE | 63 | 2016 | ✓ | 0 | | | | | | Patrick S. Pacious President & Chief Executive Officer of Choice Hotels International, Inc. | 58 | 2023 | ✓ | 1 | | | | | | Jennifer L. Slater President & Chief Executive Officer of STRATTEC Security Corporation | 50 | 2022 | ✓ | 1 | | | | | | Charles M. Sonsteby Former Vice Chairman of The Michaels Companies | 71 | 2016 | ✓ | 1 | | | | | | Mary J. Twinem Retired Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc. | 64 | 2016 | ✓ | 1 | | | |

  3. Our Director Nominees to the Board

    | = Chair | = Member |

  4. Our Director Nominees to the Board

    | ii | PROXY STATEMENT | |

  5. Fiscal 2024 Compensation Highlights

    | What We Do | What We Don’t Do | | Emphasize pay-for-performance Utilize a balance of cash-based short-term and equity-based long-term incentive compensation Engage in rigorous goal-setting process for all incentive metrics Apply meaningful stock ownership guidelines Subject all equity awards to double-trigger change in control vesting provisions Maintain a strong clawback policy Use a representative and relevant peer group Use an independent compensation consultant Provide Board oversight of incentive compensation risk | No tax gross ups on change in control payments No single-trigger change in control payments No hedging or pledging of Company stock No excessive perquisites No repricing of equity awards No share recycling No employment agreements No dividends or dividend equivalents on unearned PSUs |

  6. Pay for Performance

    | How do we link performance and pay? | • A substantial portion of our Named Executive Officers’ pay is tied to short-term and long-term incentives. | | | • The performance metrics balance key short-term financial goals with long-term shareholder value creation. | | | • For fiscal 2024, the Valvoline Incentive Plan, our annual incentive plan, was based 50% on Net Sales and 50% on adjusted EBIT of our Continuing Operations. | | | • Performance-based long-term incentive awards in the form of performance stock units made during fiscal 2024 were based on adjusted EPS performance targets that reflect strong year-over-year earnings growth of our Continuing Operations during the three-year performance period. |

  7. Fiscal Year 2024 Annual and Long-Term Incentive Plan Payouts

    Fiscal Year 2024 Annual and Long-Term Incentive Plan Payouts

  8. Fiscal Year 2024 Annual and Long-Term Incentive Plan Payouts

    | How did we perform? | Fiscal 2024 Valvoline Incentive Plan • Net Sales of $1.63 billion (98.4% of target) and adjusted EBIT of $340.7 million (98.4% of target), each as adjusted under the plan, resulting in an overall payout of 84.2% of the target incentive. | | | Fiscal 2022 – 2024 Performance Stock Units • Adjusted Net Income of $214.6 million (130.6% of target) for fiscal 2024, adjusted Net Income of $182.3 million (137.3% of target) for fiscal 2023, adjusted EPS of $2.125 (129.9% of target) for fiscal 2022 and average achievement of 132.6% over the three-year performance period, each as adjusted under the plan, resulting in an overall payout of 132.6% of the target PSUs. | | | • Valvoline’s TSR of 29.6% over the three-year performance period, representing the 71st percentile relative to the TSR performance of the companies in the S&P MidCap 400 Index, was at target performance, resulting in no adjustment of the PSU payout. |

  9. Fiscal Year 2024 Annual and Long-Term Incentive Plan Payouts

    | Say on Pay | | | Shareholders continued to show strong support for our executive compensation programs, with approximately 95% of the votes cast for the approval of the “say on pay” proposal at our 2024 Annual Meeting of Shareholders. | |

  10. Proposal One—Election of Directors

    Proposal One—Election of Directors The Board of Directors (the “Board”) of Valvoline Inc. (“Valvoline,” the “Company,” “we,” “us,” and “our”) cordially invites you, as a shareholder of record of Valvoline Common Stock, par value $0.01 per share (“Valvoline Common Stock”) as of the close of business on December 2, 2024 (the “Record Date”), to attend the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and vote on the proposals described in this Proxy Statement.

  11. Proposal and Required Vote

    Proposal and Required Vote Our Board currently consists of the following nine members: Gerald W. Evans, Jr., Lori A. Flees, Richard J. Freeland, Carol H. Kruse, Vada O. Manager, Patrick S. Pacious, Jennifer L. Slater, Charles M. Sonsteby and Mary J. Twinem. Each member of the Board was elected at the 2024 Annual Meeting of Shareholders. Each current director has been nominated for election at the 2025 Annual Meeting. Background information about each director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which the Board believes provide the Company with the perspective and judgment needed to guide, monitor and execute its strategies. The Governance and Nominating Committee (the “G&N Committee”) has confirmed that all nine nominees will be available to serve as directors upon election and recommends their election. Directors are elected at each annual meeting of shareholders to hold office until the following annual meeting of shareholders and until their successors have been duly elected and qualified. Pursuant to our Amended and Restated Articles of Incorporation (“Articles”), a director nominee in an uncontested election must receive the affirmative vote of a majority of votes cast with respect to that director nominee in order to be elected to our Board. Therefore, to be elected at the 2025 Annual Meeting, director nominees must receive more votes cast “for” their election than votes cast “against” their election. Abstentions and broker non-votes will not be counted as votes cast. Nominees elected at the 2025 Annual Meeting will serve until our 2026 Annual Meeting of Shareholders and will hold office until their successors are duly elected and qualified. If you (i) sign and return a proxy card without giving specific voting instructions or (ii) indicate when voting by telephone or over the Internet that you wish to vote as recommended by the Board, Lori A. Flees or Julie M. O’Daniel (as proxies named on the proxy card) will cast the votes represented by such proxy FOR each of the nine nominees nominated by the Board in this Proxy Statement. Should any of the nominees be unable or unwilling to stand for election at the time of the 2025 Annual Meeting, the proxies may vote for a replacement nominee recommended by the Board, or the Board may reduce the number of directors to be elected at the 2025 Annual Meeting.

  12. Proposal and Required Vote

    | The Board unanimously recommends that shareholders vote FOR the election of each nominee. | |

  13. Proposal and Required Vote

    | | PROXY STATEMENT | 1 |

  14. Information Concerning Director Nominees

    Information Concerning Director Nominees The nine individuals nominated by the Board for election as directors at the 2025 Annual Meeting are Gerald W. Evans, Jr., Lori A. Flees, Richard J. Freeland, Carol H. Kruse, Vada O. Manager, Patrick S. Pacious, Jennifer L. Slater, Charles M. Sonsteby and Mary J. Twinem. Each of these nominees is currently a member of our Board and has agreed to stand for election.

  15. Information Concerning Director Nominees

    | Gerald W. Evans, Jr. Retired Chief Executive Officer of Hanesbrands Inc. Director since: 2019 Age: 65 Committees: • Audit • Compensation (Chair) | Professional Experience: Mr. Evans has served as a director of Valvoline since December 2019. Mr. Evans served as Chief Executive Officer of Hanesbrands Inc., a leading global marketer of basic apparel, from October 2016 until his retirement in August 2020. From 2013 to 2016, Mr. Evans served as Chief Operating Officer of Hanesbrands and as Co-Chief Operating Officer from 2011 to 2013. Prior to that, he served as Co-Operating Officer, President International of Hanesbrands from 2010 to 2011. He was President of Hanesbrands’ International Business and Global Supply Chain from 2009 to 2010 and served as President of its Global Supply Chain and Asia Business Development from 2008 to 2009. Mr. Evans served as Executive Vice President, Chief Supply Chain Officer of Hanesbrands from 2006 to 2008. Prior to that, he spent more than 20 years in various leadership positions at Sara Lee Corporation. Mr. Evans has also served as a member of the Business Roundtable. Education: Mr. Evans holds a Bachelor of Science in marketing and a Master of Business Administration from the University of South Carolina. Public Company Boards: Mr. Evans served as a director of Hanesbrands Inc. from October 2016 to August 2020. | | | Qualifications: Mr. Evans’ significant experience and knowledge in the areas of consumer products, managing international operations and global supply chains, government relations, leading omnichannel expansion, brand development, mergers and acquisitions, investor relations, capital allocation, and sales and marketing provide him with the qualifications and skills to serve as a director on our Board. He also brings significant experience gained from his service on the board of directors of Hanesbrands. |

  16. Information Concerning Director Nominees

    | Lori A. Flees President and Chief Executive Officer of Valvoline Inc. Director since: 2023 Age: 54 Committees: N/A | Professional Experience: Ms. Flees has served as a director of Valvoline since October 2023. Ms. Flees has served as the President and Chief Executive Officer of Valvoline since October 2023. She was Valvoline’s Senior Vice President and President of Retail Services from April 2022 to September 2023. Prior to joining Valvoline, she was the Senior Vice President and Chief Operating Officer of Walmart Health & Wellness from August 2020 to March 2022. She served as Walmart’s Senior Vice President and General Merchandising Manager of Sam’s Club Health & Wellness from June 2018 to August 2020, Senior Vice President, Next Generation Retail and Principal, Store No. 8 from September 2017 to June 2019, and as Senior Vice President, Corporate Strategy from January 2014 to August 2017. Prior to joining Walmart, Ms. Flees spent 17 years at Bain & Company where she collaborated with clients in the areas of consumer goods and services, engineering and construction, industrial manufacturing and oil and gas. Education: Ms. Flees holds a Bachelor of Arts in management systems from Kettering University and a Master of Business Administration from Harvard Business School. | | | Qualifications: Ms. Flees has led Valvoline’s Retail Services business since April 2022 and over that time she has gained extensive knowledge of our business and the automotive maintenance services industry. Ms. Flees’ significant experience and knowledge in the areas of executive leadership; business operations, including leading Valvoline’s more than 1,800 Company-operated and franchised service centers and previously the operations of Walmart’s health and wellness business of more than 4,800 locations, including the COVID vaccination operations; mergers & acquisitions; corporate strategy; and performance improvement, including experience developing growth strategies for retailers with a combination of company-owned and franchised stores, provide her with the qualifications and skills to serve as a director on our Board. |

  17. Information Concerning Director Nominees

    | 2 | PROXY STATEMENT | |

  18. Information Concerning Director Nominees

    | Richard J. Freeland Chair of the Board; Retired President and Chief Operating Officer of Cummins Inc. Director since: 2016 Age: 67 Committees: N/A | Professional Experience: Mr. Freeland has served as a director of Valvoline since September 2016 and as Chair of the Board since January 2022. Mr. Freeland served as President and Chief Operating Officer of Cummins Inc., a diesel engine and components manufacturer, from July 2014 until his retirement in October 2019. Prior to that, he served as Vice President and President of the Engine Business of Cummins from 2010 until 2014 and served in various other leadership positions since joining Cummins in 1979. Education: Mr. Freeland holds a Bachelor of Science in industrial management from Purdue University’s Krannert School of Management and a Master of Business Administration from Indiana University’s Kelley School of Business. Public Company Boards: Mr. Freeland has served as a director of Cooper Standard since May 2020 and Hyliion Holdings Corp. since March 2023. Within the past five years, Mr. Freeland also served as a director of Cummins Inc. from July 2017 to October 2019. | | | Qualifications: Mr. Freeland’s significant experience and knowledge in the areas of product development, manufacturing, international operations, sales and marketing, electrified powertrain solutions for the trucking industry, as well as his experience in the automotive and transportation industry, provide him with the qualifications and skills to serve as a director on our Board. He also brings significant experience gained from his service on the board of directors of Cooper Standard, Hyliion Holdings Corp., and Cummins. |

  19. Information Concerning Director Nominees

    | Carol H. Kruse Former Chief Marketing Officer of ESPN and Cambia Health Solutions Director since: 2018 Age: 62 Committees: • Governance & Nominating | Professional Experience: Ms. Kruse has served as a director of Valvoline since December 2018. Ms. Kruse served as Senior Vice President and Chief Marketing Officer of Cambia Health Solutions, a health solutions company, from December 2014 to January 2019. Prior to that, she was Senior Vice President and Chief Marketing Officer at ESPN, a global omni-channel sports programming and content company, from October 2010 until October 2013. In addition, she served as Vice President, Global Digital Marketing, at the Coca-Cola Company from July 2007 until October 2010 and as Coca-Cola’s Vice President, North America Interactive Marketing from August 2001 to July 2007. Prior to such time, Ms. Kruse held co-founding and/or leadership roles within three Silicon Valley start-up companies, including RocketCash LLC, which was acquired by the Coca-Cola Company in 2001. Education: Ms. Kruse holds a Bachelor of Arts in international relations from Pomona College and a Master of Business Administration from the University of Southern California. Privately-Held Company Boards: Ms. Kruse serves as a non-voting director of RISE Brewing and director of Think-X, Inc., both early-stage startups. Ms. Kruse has also served as a director of Unified, Inc., an advertising technology company, and as Chair of its Compensation Committee, from 2014 to July 2020. Non-Profit Boards: Ms. Kruse serves on the board of trustees of Portland’s Pioneer Courthouse Square. | | | Qualifications: Ms. Kruse’s significant experience and knowledge in leveraging data, machine learning and artificial intelligence for product design and services to deliver a superior consumer experience, improve engagement and drive significant business value; digital marketing; technology platform design and development; and consumer acquisition, retention and engagement through digital, mobile and social channels provide her with the qualifications and skills to serve as a director on our Board. |

  20. Information Concerning Director Nominees

    | | PROXY STATEMENT | 3 |

  21. Information Concerning Director Nominees

    | Vada O. Manager President and Chief Executive Officer of Manager Global Holdings LLC; Chief Strategist & Board Director of Think TRUE Director since: 2016 Age: 63 Committees: • Audit • Governance & Nominating (Chair) | Professional Experience: Mr. Manager has served as a director of Valvoline since September 2016. Mr. Manager has also served as the President and CEO of Manager Global Holdings LLC, a diversified firm with minority equity investments in hospitality services, real estate, entertainment, sports products and which also includes a corporate consulting unit, since 2009. He also serves as Chief Strategist/Board Director of Think TRUE, a multicultural experiential marketing firm and is a respected member of the International Advisory Council at APCO WORLDWIDE. Through his independent consulting unit, he advises global companies regarding brand positioning, M&A, and product sourcing—skills acquired while in senior roles at Nike, Inc., Levi Strauss & Co. and as VP of a public finance investment bank. Mr. Manager served as the Senior Director of Global Issues Management for Nike from 2006 until March 2009, and he held various management positions at Nike and Levi’s between 1994 and 2009. Education: Mr. Manager holds a Bachelor of Science in political science from Arizona State University (ASU) and performed graduate work at the London School of Economics. Non-Profit Boards: Mr. Manager serves on the board of trustees of ASU. He also serves as a director of the Helios Education Foundation, and as Chair of its Finance Committee, ASU Center for the Study of Race and Democracy, Genesis Academy and the Foresight Foundation for Economic Equity. He also now serves on the Arizona Venture (Capital) Development Board to stimulate economic development throughout Arizona. | | | Qualifications: Mr. Manager’s significant experience and knowledge in the areas of product sourcing and supply chain strategy; mergers and acquisitions, including Nike’s acquisitions of the Converse and Starter brands; consumer brand/ ecommerce strategy, including the iconic Nike and Levi Strauss & Co. brands; expertise in strategic communications and global management consulting experience provide him with the qualifications and skills to serve as a director on our Board. He also brings knowledge of the financial markets as a former investment banker. Mr. Manager is a regular panelist on governance for the National Association of Corporate Directors (NACD) and 50/50 Women on Boards. He also brings significant transformative M&A experience and value-creation through his previous service on the board of directors of Ashland, including numerous acquisitions and the spin-off of Valvoline. |

  22. Information Concerning Director Nominees

    | Patrick S. Pacious President and Chief Executive Officer of Choice Hotels International, Inc. Director since: 2023 Age: 58 Committees: • Compensation | Professional Experience: Mr. Pacious has served as a director of Valvoline since July 2023. Mr. Pacious has served as the President and Chief Executive Officer of Choice Hotels International, Inc., one of the largest lodging franchisors in the world, since September 2017. Mr. Pacious served as Choice Hotel’s President and Chief Operating Officer from May 2016 to September 2017, as Chief Operating Officer from January 2014 to May 2016, Executive Vice President, Global Strategy & Operations from February 2011 to December 2014, Senior Vice President, Corporate Strategy and Information Technology from August 2009 to February 2011, and in various other leadership capacities from July 2005 to August 2009. Prior to joining Choice Hotels, Mr. Pacious served as a management consultant at Bearingpoint Inc. and Arthur Andersen Business Consulting LLP from 1996 to 2005. Mr. Pacious began his career serving as an officer in the U.S. Navy. Mr. Pacious was named Lodging Magazine’s Person of the Year in 2022 and a “Best CEO for Women” by Comparably in 2023. Education: Mr. Pacious holds a Bachelor of Arts in political science and Latin America studies from Duke University and a Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University. Public Company Boards: Mr. Pacious has served as a director of Choice Hotels International, Inc. since September 2017. | | | Qualifications: Mr. Pacious’ significant experience and knowledge of franchise development and expansion, brand building, acquisitions, innovation, performance analytics, and technology transformation provide him with the qualifications and skills to serve as a director on our Board. He also brings significant experience gained from his service on the board of directors of Choice Hotels. |

  23. Information Concerning Director Nominees

    | 4 | PROXY STATEMENT | |

  24. Information Concerning Director Nominees

    | Jennifer L. Slater President and CEO of STRATTEC Security Corporation Director since: 2022 Age: 50 Committees: • Compensation | Professional Experience: Ms. Slater has served as a director of Valvoline since July 2022. Ms. Slater has served as the President and Chief Executive Officer of STRATTEC Security Corporation, a leading provider of smart vehicle power access and electronic security solutions for the automotive industry, since July 2024. Prior to joining STRATTEC, Ms. Slater served as Executive Vice President and General Manager, Performance Sensing, of Sensata Technologies, a global industrial technology company striving to create a cleaner, more efficient, electrified and connected world, from April 2024 to June 2024, as Sensata’s Senior Vice President, Performance Sensing Automotive & Aftermarket from April 2023 to March 2024, and as Sensata’s Vice President and General Manager of Heavy Duty and Off-Road business from September 2022 to March 2023. From 2019 to September 2022, Ms. Slater served as Group Vice President and General Manager, Global OE and Products at Clarios, which manufactures and distributes advanced energy storage solutions for the automotive market. From 2016 to 2019, Ms. Slater served as Vice President and General Manager OE, Americas and APAC, of Clarios. Prior to joining Clarios, Ms. Slater served in various leadership capacities at Johnson Controls and Woodbridge from 2005 to 2016. Ms. Slater is a member of the Society of Automotive Engineers and was named a 2017 STEP Ahead winner, recognizing Women in Manufacturing, by the Manufacturing Institute. Education: Ms. Slater holds a Bachelor of Science in mechanical engineering from the University of Michigan at Dearborn and a Master of Business Administration from Walsh College. Public Company Boards: Ms. Slater has served as a director of STRATTEC Security Corporation since July 2024. | | | Qualifications: Ms. Slater’s significant experience and knowledge of the automotive industry, including automotive OEMs, and her recent focus on energy storage solutions to meet evolving vehicle electrification needs; product management and strategy; engineering; finance and sales provide her with the qualifications and skills to serve as a director on our Board. She also brings significant experience gained from her service on the board of directors of STRATTEC. |

  25. Information Concerning Director Nominees

    | Charles M. Sonsteby Former Vice Chairman of The Michaels Companies Director since: 2016 Age: 71 Committees: • Governance & Nominating | Professional Experience: Mr. Sonsteby has served as a director of Valvoline since September 2016. Mr. Sonsteby served as Vice Chairman of The Michaels Companies, Inc., the largest arts and crafts specialty retailer in North America, from June 2016 until his retirement in October 2017. Previously, he served as Chief Financial Officer and Chief Administrative Officer of The Michaels Companies from 2010 to 2016. Prior to that, he served as CFO of Brinker International, a hospitality industry company, from 2001 until 2010, and held various other leadership positions at Brinker from 1990 to 2001. Education: Mr. Sonsteby holds a Bachelor of Science in accounting from the University of Kentucky. Public Company Boards: Mr. Sonsteby has served as a director of Darden Restaurants, Inc., a restaurant operator, since September 2014, and as its Lead Director since December 2020 and as Chairman of the Board from April 2016 to December 2020. Privately-Held Company Boards: Mr. Sonsteby has served as a director of HomeX Services Group since February 2023 and as a member of the Board of Advisors of DLA, LLC since April 2023. Non-Profit Boards: Mr. Sonsteby is a member of the UK Gatton College of Business Dean’s Advisory Council. | | | Qualifications: Mr. Sonsteby’s extensive experience and knowledge in the areas of consumer wholesale; high-growth retail; restaurant and franchise operations, including leading Brinker’s international franchise operations expansion into 28 countries; digital strategy, including leading the launch of Michaels’ e-commerce site; mergers, acquisitions, divestitures and corporate re-organizations; supply chain strategy; capital markets, including debt and equity offerings; capital allocation strategy; finance; internal audit; tax; treasury; and investor relations provide him with the qualifications and skills to serve as a director on our Board. He also brings significant experience gained from service on the board of directors of other publicly-traded companies, including current service at Darden Restaurants. |

  26. Information Concerning Director Nominees

    | | PROXY STATEMENT | 5 |

  27. Information Concerning Director Nominees

    | Mary J. Twinem Retired Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc. Director since: 2016 Age: 64 Committees: • Audit (Chair) | Professional Experience: Ms. Twinem has served as a director of Valvoline since September 2016. Ms. Twinem served as Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc., a restaurant operations and franchising company, from July 1996 until her retirement in February 2016. Prior to that position, she served as Controller of Buffalo Wild Wings since 1995. Education: Ms. Twinem holds a Bachelor of Science in accounting from the University of Wisconsin-Platteville. Public Company Boards: Ms. Twinem has served as a trustee of Centerspace (CSR), a real estate investment trust, since February 2018, and as Chair of its Audit Committee since May 2020 and as a member of its Compensation Committee since May 2023. Non-Profit Boards: Ms. Twinem has served as a director of Medica Holdings Company since 2015 and as Chair of its Finance Committee since 2021, as Chair of its Audit Committee from 2016 to 2021, and as a member of its Consumer Experience Committee since 2021. She has also served as a director of the Medica Foundation since 2019. | | | Qualifications: Ms. Twinem’s significant experience and knowledge in the areas of accounting, financial reporting, financial planning and analysis, information systems, mergers and acquisitions, investor relations and supply chain provide her with the qualifications and skills to serve as a director on our Board. She also brings significant franchise operations experience gained from her more than 20 years of service as an executive officer of Buffalo Wild Wings, which was one of the fastest growing restaurant chains in the U.S. during such time. She also brings significant experience gained from her current service on the board of directors of Centerspace. |

  28. Information Concerning Director Nominees

    | 6 | PROXY STATEMENT | |

  29. Committees

    The Compensation Committee is currently composed of three members and the Board has determined that each member of the Compensation Committee is “independent” as such term is defined by NYSE listing standards and SEC rules and qualifies as a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act. The Compensation Committee is responsible for, among other things: • overseeing the implementation and administration of the Company’s compensation plans, including incentive and equity-based plans; • adopting, amending, terminating or performing any other settlor functions in connection with the Company’s employee benefits plans; • ensuring that Valvoline’s executive compensation programs are appropriately competitive, support organizational objectives and shareholder interests and emphasize pay for performance linkage; • reviewing, evaluating and approving compensation of all key senior executives, including the corporate goals and objectives with respect to CEO compensation; • reviewing compensation policies and practices for all employees, and assessing risks associated with such policies and practices; • approving any employment agreements, consulting arrangements, severance or retirement arrangements, change in control agreements and/or special or supplemental benefits covering any current or former executive officer; • overseeing the execution of CEO and senior management development and succession plans, including business continuity plans; • reviewing and approving any perquisites provided to executive officers; • reviewing and recommending to the Board the form and amount of director compensation; • overseeing regulatory compliance on compensation matters, including the Company’s policies on structuring compensation programs to preserve tax deductibility; • reviewing and approving the “Compensation Discussion and Analysis” section and “Compensation Committee Report” included in this Proxy Statement; • overseeing compliance with NYSE requirements relating to shareholder approval of equity compensation plans; and determining the independence and compensation of, and overseeing the work completed by, any compensation consultant, independent legal counsel or other advisor that it retains.

  30. Changes to the Fiscal 2024 Compensation Program

    Changes to the Fiscal 2024 Compensation Program The Compensation Committee annually reviews the components of the Company’s executive compensation program to ensure that it aligns with the compensation philosophy and shareholder interests. The Compensation Committee’s actions related to the executive compensation program for fiscal 2024 were designed to reflect Valvoline’s current financial size and to support the Company’s growth objectives in its first full fiscal year as a pure-play automotive retail services business following the sale of the Global Products business in fiscal 2023. Peer Group The Compensation Committee approved a new peer group for fiscal 2024 that more closely aligns with Valvoline’s post-sale financial size and transition to a pure-play retail services business. In considering potential companies for the peer group, the Compensation Committee focused on companies of a similar financial size (generally within one-third to three times Valvoline’s revenue and market capitalization), and which shared one or more of the following characteristics with Valvoline: operate storefronts, offer retail/specialized consumer services, rely on repeat customers, or use a franchise/license model. Annual Incentive For the fiscal 2024 annual incentive opportunity, the Compensation Committee continued to use a combination of Valvoline’s Net Sales (50%) and adjusted EBIT (50%) as the performance metrics consistent with the prior year. The Compensation Committee adopted those metrics because it believes they are closely aligned to the financial and strategic goals of a pure retail services business. Long-term Incentive (PSUs) For fiscal 2024-2026 PSU awards, the Compensation Committee returned to using adjusted EPS as the performance metric. For fiscal 2023-2025 PSU awards, the Compensation Committee used adjusted Net Income as the performance metric to address potential EPS volatility in connection with the sale of the Global Products business and planned share repurchases with sale proceeds. The Compensation Committee believes that using adjusted EPS as the performance metric for PSU awards more closely aligns with shareholder interests. Relative TSR will continue to be measured against the S&P Midcap 400 Index and act as a modifier at the end of the three-year performance period. CEO Transition In connection with the Company’s succession planning process, the Board appointed Ms. Flees as the Company’s CEO, effective October 1, 2023, to succeed Samuel J. Mitchell, Jr., who retired as the Company’s CEO, effective September 30, 2023. With her promotion to CEO, the Compensation Committee approved a new pay package for Ms. Flees including (i) an increase in base salary from $700,000 to $900,000; (ii) an increase in target annual incentive opportunity from 75% to 100% of annual base salary; and (iii) an increase in target long-term incentive opportunity from $1 million to $2.5 million.

  31. Compensation Philosophy

    | Objectives | • Attract, retain and motivate a high-performing and increasingly diverse employee population. • Link a meaningful portion of compensation to sustained long-term performance that will create shareholder value. • Provide transparency to key stakeholders. • Mitigate risk through sound plan design and decision making. | | Supports Profitable Growth and Talent Management | • Balance short-term financial goals with long-term shareholder value creation. • Regularly evaluate compensation program effectiveness. • Ensure participants are not motivated to take excessive risk. • Recognize individual and team contributions and potential through pay decisions. | | Use of Multiple Levers to Deliver Total Compensation | • Base salary attracts and retains executives by providing a market competitive fixed income. • Annual incentive programs focus executives on short-term financial performance. • Long-term equity-based incentive awards align executives with shareholder interests, link compensation with key business goals and objectives (net income, earnings per share (EPS) and share price growth), retain executives, and build meaningful executive ownership in the Company. | | Pay Positioning | • Benchmark pay levels and practices against the peer group and the competitive market (retail and general industry). • Targets the 50th percentile of the competitive range for target total direct compensation and allows company, business unit and/or individual performance to drive actual compensation up or down. Actual total direct compensation may range between the 25th and 75th percentile based on an executive’s role, responsibilities, and experience. |

  32. Pay for Performance

    | How do we link performance and pay? | • A substantial portion of our NEOs’ pay is tied to short-term and long-term incentives. • The performance metrics balance key short-term financial goals with long-term shareholder value creation. • For fiscal 2024, the Valvoline Incentive Plan (“VIP”), our annual incentive plan, was based 50% on Net Sales and 50% on adjusted EBIT. • Performance-based long-term incentive awards in the form of performance stock units (“PSUs”) made during fiscal 2024 were based on Valvoline adjusted EPS performance targets that reflect strong year-over-year earnings growth during the three-year performance period. | | How did we perform? | Fiscal 2024 Valvoline Incentive Plan • Net Sales of $1.63 billion (98.4% of target) and adjusted EBIT of $340.7 million (98.4% of target), each as adjusted under the plan, resulting in an overall payout of 84.2% of the target incentive. Fiscal 2022-2024 Performance Stock Units • Adjusted Net Income of $214.6 million (130.6% of target) for fiscal 2024, adjusted Net Income of $182.3 million (137.3% of target) for fiscal 2023, adjusted EPS of $2.125 (129.9% of target) for fiscal 2022 and average achievement of 132.6% over the three-year performance period, each as adjusted under the plan, resulting in an overall payout of 132.6% of the target PSUs. • Valvoline’s relative TSR of 29.6% over the three-year performance period, representing the 71st percentile of the TSR performance of the S&P MidCap 400 Index, was at target performance, resulting in no adjustment of the PSU payout. |

  33. What We Do vs. What We Don’t Do

    | What We Do | What We Don’t Do | | Emphasize pay-for-performance Utilize a balance of cash-based short-term and equity-based long-term incentive compensation Engage in rigorous goal-setting process for all incentive metrics Apply meaningful stock ownership guidelines Subject all equity awards to double-trigger change in control vesting provisions Maintain a strong clawback policy Use a representative and relevant peer group Use an independent compensation consultant Provide Board oversight of incentive compensation risk Conduct annual talent review, including CEO and senior leadership succession planning | No tax gross ups on change in control payments No single-trigger change in control payments No hedging, pledging or short sales of Company stock No excessive perquisites No repricing of equity awards No share recycling No employment agreements No dividends or dividend equivalents on unearned PSUs |

  34. Elements of Valvoline’s Executive Compensation Program

    | | Element of Compensation | Purpose | | | Annual Cash Compensation | Base Salary | To provide market competitive compensation representative of individual experience, performance and level of responsibility. | Fixed | | | Annual Incentive Compensation | To provide performance-based annual cash incentive award based on a combination of Net Sales (50%) and adjusted EBIT (50%) to motivate and reward key employees for achieving our short-term business objectives. | Variable | | Long-Term Incentive | Stock Appreciation Rights | To align participants’ interests with shareholders. Value only realized if Valvoline common stock price increases. | | | | Time-Vested Restricted Stock Units | To enhance the program’s ability to retain key talent and drive long-term behavior. | | | | Performance Stock Units | To provide performance-based equity compensation based on Valvoline’s adjusted EPS growth with a relative TSR modifier in the form of performance stock units to drive Valvoline’s long-term performance. | | | Benefits and Perquisites | Retirement Benefits | To provide tax-efficient means for building savings for retirement over the term of employment. Includes a 401(k) plan with matching company contributions. | Fixed | | | Health and Welfare Benefits | To provide access to medical care for employees and their families, as well as financial security to the families of employees who may become ill, disabled or die during active employment. | | | | Executive Perquisites – Financial Planning and Executive Physical Exams | To address the complex tax and financial situations and prioritize the health of our senior executives. | | | | Severance Pay Plan | To provide for protection of compensation in the event of a covered termination and secure restrictive covenants to protect the Company’s interests. | | | | Change in Control Severance Pay Plan | To attract and retain highly skilled management talent, provide protection of compensation, which allows executives to remain objective and act in the best interests of shareholders without regard for their future employment status in the event of a change in control and covered termination, and secure restrictive covenants to protect the Company’s interests. | |

  35. Role of Consultant

    Role of Consultant The Compensation Committee directly engages Deloitte Tax LLP (“Deloitte” or the “independent compensation consultant”) to serve as its outside advisor on executive compensation matters. Deloitte’s role includes, but is not limited to, assessment of the following items: • The competitiveness of total compensation provided to Valvoline’s key executives; • Executive and director stock ownership guidelines; • Change in control and severance plan design for key executives; • Incentive compensation program design and risk; • Composition of the peer group and well-respected external surveys used to benchmark executive compensation; • The degree of difficulty of the performance targets under incentive compensation plans; • Compensation-related disclosures, including this CD&A, CEO pay ratio, potential payments upon termination of employment or change in control, and pay vs. performance disclosures; • The competitiveness of Valvoline’s non-employee director compensation program; The impact of new regulations on Valvoline’s executive compensation programs; and

  36. Role of Consultant

    | | PROXY STATEMENT | 25 |

  37. Role of Consultant

    The alignment of actual pay and performance. In addition to the compensation services provided by Deloitte to the Compensation Committee, Deloitte affiliates provided certain services at the request of management consisting of (i) tax accounting and compliance; (ii) tax planning assistance; and (iii) an annual review of the Company’s self-insurance reserves. The total fees of compensation-related services and other services are shown in the table below.

  38. Peer Group

    Peer Group As detailed in our compensation philosophy, we benchmark pay levels and practices against a peer group for the purposes of evaluating the compensation of our Named Executive Officers. Annually, the Compensation Committee utilizes the services of Deloitte to prepare a peer group analysis and make recommendations on the companies to be included in the peer group. Following the sale of the Global Products business, Deloitte proposed a new peer group for fiscal 2024 compensation decisions that more closely aligns with Valvoline’s post-sale financial size and transition to a pure-play retail services company. The companies proposed for inclusion in the peer group were generally between one-third to three time’s Valvoline’s revenue and market capitalization and shared one or more of the following characteristics with Valvoline: operate storefronts, offer retail/specialized consumer services, rely on repeat customers, or use a franchise/license model.

  39. Peer Group

    | 26 | PROXY STATEMENT | |

  40. Peer Group

    The fiscal 2024 peer group was reviewed and approved by the Compensation Committee, with assistance from management, at its meeting in July 2023, and is composed of the following companies:

  41. Peer Group

    | Fiscal 2024 Peer Group | | | | Driven Brands Holdings, Inc. | Floor & Decor Holdings, Inc. | H&R Block, Inc. | | Haverty Furniture | Jack in the Box Inc. | Leslie’s, Inc. | | LL Flooring Holdings, Inc.(1) | Mister Car Wash, Inc. | Monro, Inc. | | National Vision Holdings, Inc. | The Container Store Group | The Wendy’s Company | | Warby Parker Inc. | Wingstop Inc. | |

  42. Peer Group

    (1) LL Flooring Holdings has been removed from the peer group following its bankruptcy filing in August 2024 and subsequent sale in October 2024.

  43. Benchmarking / Survey Data

    Benchmarking / Survey Data Over the course of the year, our Compensation Committee analyzes the total compensation of our executive officers. To facilitate this analysis, management works with the independent compensation consultant to provide the Compensation Committee with data that includes base salaries and annual and long-term incentive opportunities. The independent compensation consultant also provides information on performance metrics, long-term incentive vehicles and weightings of those vehicles, post-employment benefits, such as severance and retirement vesting provisions, and compensation trends, as necessary. This data reflects recent publicly available information for our peer group and other market survey data discussed further below. We believe that it provides the Compensation Committee with a sufficient basis to analyze both the level and design of the total compensation provided to our executive officers. As stated in our compensation philosophy, we target the 50th percentile of the competitive range for target total direct compensation (actual total direct compensation may range between the 25th and 75th percentile based on an executive’s role, responsibilities, and experience), with a significant portion of compensation “at-risk”. Therefore, actual compensation levels are highly dependent on company and/or individual performance. Where sufficient benchmark data is not available from public filings, we utilize published survey data as a supplementary source. The survey data focuses on retail and general industry companies and is size adjusted based on revenues and a statistical regression analysis that is consistent with the corporate or business unit responsibilities for each executive.

  44. Annual Incentive

    Annual Incentive Under the Valvoline Incentive Plan, target annual incentive opportunities for our Named Executive Officers are expressed as a percentage of the NEO’s eligible base salary. The target opportunities remained the same for each Named Executive Officer, other than Ms. Flees and Mr. Fulcher, in fiscal 2024. For Ms. Flees, the Compensation Committee approved an increase in her target annual incentive opportunity from 75% to 100% of her eligible base salary in connection with her promotion to Chief Executive Officer, effective October 1, 2023. For Mr. Fulcher, the Compensation Committee approved an increase in his target annual incentive opportunity from 40% to 60% of his eligible base salary in connection with his promotion to Chief Operating Officer, effective October 1, 2023.

  45. Changes in Target Annual Incentive Opportunity

    Changes in Target Annual Incentive Opportunity

  46. Changes in Target Annual Incentive Opportunity

    | Executive | FY23 Target Opportunity (% of Salary) | Increase | FY24 Target Opportunity (% of Salary) | | Lori A. Flees | 75% | 25% | 100% | | Mary E. Meixelsperger | 75% | — | 75% | | Linne R. Fulcher | 40% | 20% | 60% | | Julie M. O’Daniel | 60% | — | 60% | | Jonathan L. Caldwell | 50% | — | 50% |

  47. Changes in Target Annual Incentive Opportunity

    At its meeting in November 2023, the Compensation Committee approved the Valvoline Incentive Plan for fiscal 2024 using two performance metrics: Net Sales (50%) and adjusted EBIT (50%) of the Company’s continuing operations. The Compensation Committee believes these metrics are closely aligned to the financial and strategic goals of a pure retail services business. Net Sales is a key indicator of Valvoline’s overall growth and adjusted EBIT is a key indicator of Valvoline profitability. The performance metrics may be adjusted by the Compensation Committee for unplanned or one-time items.

  48. Changes in Target Annual Incentive Opportunity

    | 28 | PROXY STATEMENT | |

  49. Performance Against Fiscal 2024 Metric

    (1) Threshold performance for the Valvoline Incentive Plan metric results in a payout of 50% of the target opportunity and maximum performance results in a payout of 200% of the target opportunity. (2) The Compensation Committee approved adjustments of $7.2 million to Net Sales and $4.3 million to adjusted EBIT in consideration of two refranchising transactions that closed in the fourth quarter of fiscal 2024 and a one-time strategic initiatives project. Actual annual incentive awards for the Named Executive Officers for fiscal 2024 are calculated as follows:

  50. Payouts Under Fiscal 2024 Valvoline Incentive Plan

    Payouts Under Fiscal 2024 Valvoline Incentive Plan

  51. Payouts Under Fiscal 2024 Valvoline Incentive Plan

    | Executive | FY24 Eligible Earnings | FY24 Target Opportunity (% of Eligible Earnings) | Target Annual Cash Incentive Opportunity | Actual as a % of Target Payout | Amount Earned for FY24 | | Lori A. Flees | $892,308 | 100% | $892,308 | 84.2% | $750,877 | | Mary E. Meixelsperger | $627,633 | 75% | $470,725 | 84.2% | $396,115 | | Linne R. Fulcher | $494,238 | 60% | $296,543 | 84.2% | $249,542 | | Julie M. O’Daniel | $455,603 | 60% | $273,362 | 84.2% | $230,034 | | Jonathan L. Caldwell | $360,661 | 50% | $180,331 | 84.2% | $151,749 |

  52. Long-term Incentive

    Long-term Incentive Target long-term incentive opportunities for the Named Executive Officers are shown below. In connection with her promotion to Chief Executive Officer, the Compensation Committee approved an increase in Ms. Flees’ target long-term incentive compensation opportunity from $1,000,000 to $2,500,000. At its meeting in September 2023, the Compensation Committee approved an increase in Mr. Fulcher’s target long-term incentive compensation opportunity from $150,000 to $500,000 in connection with his promotion to Chief Operating Officer. At its meeting in November 2023, the Compensation Committee approved increases in the target long-term incentive opportunities for Ms. Meixelsperger, Ms. O’Daniel and Mr. Caldwell, as reflected in the table below, to align their long-term incentive compensation with the competitive market.

  53. Changes in Target Long-term Incentive Opportunity

    Changes in Target Long-term Incentive Opportunity

  54. Changes in Target Long-term Incentive Opportunity

    | Executive | FY23 Target Opportunity | Change | FY24 Target Opportunity | | Lori A. Flees | $1,000,000 | $1,500,000 | $2,500,000 | | Mary E. Meixelsperger | $825,000 | $50,000 | $875,000 | | Linne R. Fulcher | $150,000 | $350,000 | $500,000 | | Julie M. O’Daniel | $400,000 | $25,000 | $425,000 | | Jonathan L. Caldwell | $225,000 | $100,000 | $325,000 |

  55. Changes in Target Long-term Incentive Opportunity

    | | PROXY STATEMENT | 29 |

  56. Changes in Target Long-term Incentive Opportunity

    Consistent with prior years, the equity mix in fiscal 2024 for our long-term incentive program for the Named Executive Officers consisted of 25% stock appreciation rights (“SARs”), 25% restricted stock units (“RSUs”), and 50% performance stock units (“PSUs”). The Compensation Committee chose these vehicles and weightings to (a) align executive pay with shareholder value creation, (b) provide PSUs that directly link executive pay with the Company’s long-term goals, and (c) facilitate stock ownership and retention. Pursuant to the terms of the award agreements, each recipient is subject to non-compete and non-solicitation covenants during employment and for 24-months following termination.

  57. Changes in Target Long-term Incentive Opportunity

    | Equity Mix for Fiscal 2024 | | | SARs 25% | • 3-year vesting (50% on 1st anniversary and 25% on 2nd and 3rd anniversaries of grant date) • 10-year term • Exercise price equal to closing price of Valvoline Common Stock on grant date | | RSUs (Time-Vested) 25% | • 3-year vesting (33-1/3% per year) • Settled in shares of Valvoline Common Stock | | PSUs (Performance-Based) 50% | • Vests at the end of the 3-year performance period based on goal achievement • 100% of award based on adjusted EPS • Can be modified 25% up or down based on relative total shareholder return against the S&P Midcap 400 Index |

  58. FY2022-2024 PSUs

    FY2022-2024 PSUs In November 2021, the Compensation Committee awarded PSUs to each of the Named Executive Officers, other than Ms. Flees and Mr. Fulcher, for the FY2022-2024 performance period. The Compensation Committee awarded PSUs to Ms. Flees for the FY2022-2024 performance period when she joined the Company in April 2022. Mr. Fulcher joined Valvoline after the eligibility date to receive an award of PSUs for the FY2022-2024 performance period. The PSUs were granted pursuant to the 2016 Valvoline Inc. Incentive Plan (the “2016 Incentive Plan”) and are designed to be settled in shares of Valvoline Common Stock at the end of the performance period, based on the achievement of the adjusted EPS performance metrics with a relative TSR modifier. At a meeting in November 2022, the Compensation Committee modified the performance metric for fiscal 2023 and fiscal 2024 to adjusted Net Income to address potential EPS volatility due to the unknown timing of the closing of the sale of the Global Products business and planned share repurchases using a substantial portion of the net sale proceeds. In addition, the Compensation Committee modified the three-year cumulative EPS performance metric to a simple three-year average of the attainment under the fiscal 2022, fiscal 2023 and fiscal 2024 performance periods. The performance metrics, as modified, are described below:

  59. FY2022-2024 PSUs

    | 30 | PROXY STATEMENT | |

  60. Performance Against FY2022-2024 PSU Metrics

    Performance Against FY2022-2024 PSU Metrics

  61. Performance Against FY2022-2024 PSU Metrics

    | Targets | | | | | TSR Modifier | | | Payout | FY22 (25%) Adjusted EPS | FY23 (25%) Adjusted Net Income (in millions) | FY24 (25%) Adjusted Net Income (in millions)(1) | FY22-24 (25%) 3-Year Average | Relative TSR Performance | Adjustment | | 25% | $1.856 | $158.2 | $187.4 | N/A | ≤25th %ile | -25% | | 50% | $1.959 | $167.0 | $197.8 | N/A | 26th – 74th %ile | 0% | | 100% | $2.063 | $175.8 | $208.2 | N/A | | | | 150% | $2.165 | $184.5 | $218.6 | N/A | | | | 200% | $2.268 | $193.3 | $229.0 | N/A | ≥75th %ile | +25% | | Actual Achievement | $2.125 | $182.3 | $214.6 | N/A | TSR: 29.6% | | | Payout | 129.9% | 137.3% | 130.6% | 132.6% | 71st %ile of S&P MidCap 400 | | | Total Payout | 132.6% | | | | No Adjustment | |

  62. Performance Against FY2022-2024 PSU Metrics

    (1) The Compensation Committee approved adjustments of $4.3 million to adjusted Net Income in consideration of two refranchising transactions that closed in the fourth quarter of fiscal 2024 and a one-time strategic initiatives project. At its meeting in November 2024, the Compensation Committee certified the performance results, set forth above, and approved a PSU payout for each of the applicable Named Executive Officers at 132.6% of target with no adjustment based on the Company’s relative TSR performance as measured against the TSR of the S&P MidCap 400 Index over the three-year performance period. The earned units were paid to the NEOs in shares of Valvoline Common Stock on November 12, 2024, as follows:

  63. Payouts for FY2022-2024 PSUs

    Payouts for FY2022-2024 PSUs

  64. Payouts for FY2022-2024 PSUs

    | Executive | Target Opportunity (Units) | Payout Percentage | Total PSUs Earned | | Lori A. Flees | 16,000 | 132.6% | 21,216 | | Mary E. Meixelsperger | 11,440 | 132.6% | 15,170 | | Linne R. Fulcher | — | — | — | | Julie M. O’Daniel | 5,550 | 132.6% | 7,360 | | Jonathan L. Caldwell | 3,120 | 132.6% | 4,138 |

  65. Payouts for FY2022-2024 PSUs

    | | PROXY STATEMENT | 31 |

  66. Design of FY2024-2026 PSUs

    Design of FY2024-2026 PSUs In November 2023, consistent with our regular annual grant cycle, the Compensation Committee awarded PSUs to the Named Executive Officers for the fiscal 2024-2026 performance period. These awards were granted pursuant to the 2016 Incentive Plan and to the extent earned will be settled in shares of Valvoline Common Stock at the end of the performance period. The awards are based solely on adjusted EPS growth with a relative TSR modifier, as described below:

  67. Design of FY2024-2026 PSUs

    | | Design | Rationale | | Adjusted EPS 100% of PSU award | • 25% for each fiscal year during the performance period (75% total). • 25% for the cumulative fiscal 2024-2026 performance period. • One absolute adjusted EPS growth goal set at the beginning of the three-year performance period for year one with pre-determined growth rate percentages applied for years two and three measured against prior year actual adjusted EPS. • All awards vest at the end of the three-year performance period, subject to a participant’s continuous employment through September 30, 2026. • Actual payouts can range from 0% to 200% of target based on performance versus pre-established goals. | • Requiring annual and cumulative goals ensures that adjusted EPS growth is measured both annually and cumulatively over the three-year period, rewarding sustained performance. • Measuring performance on an annual basis and locking-in the earned shares for each period improves participants’ understanding of the plan and the progress being made towards achieving the pre-established adjusted EPS growth goals. |

  68. Design of FY2024-2026 PSUs

    | Relative TSR +/- 25% Modifier | • Measured against S&P MidCap 400 Index from October 1, 2023 to September 30, 2026 • Applies to entire award • Maximum payout is 250% of target | | • While focus is on financial and operational goals, relative TSR is still important to ensure alignment with shareholders over the entire performance period. | | | Relative TSR Performance | Adjustment | | | | ≤25th %ile | -25% | | | | 26th – 74th %ile | No Impact | | | | ≥75th %ile | +25% | |

  69. Design of FY2024-2026 PSUs

    | 32 | PROXY STATEMENT | |

  70. Severance Benefits

    Severance Benefits Each of our Named Executive Officers are covered by the Valvoline Severance Pay Plan (the “Severance Plan”), which provides benefits in the event of a covered termination from employment absent a change in control.

  71. Conditions for Severance Benefits

    Conditions for Severance Benefits

  72. Conditions for Severance Benefits

    | Covered Terminations | Post-employment Covenants | | • Permanent closing of a location or plant; • Job elimination; • Resignation for “good reason” (defined as a reduction of 15% or more of the sum of base salary and target annual bonus opportunity or relocation of principal place of business by more than 50 miles); or • Any circumstances in which active employment is terminated at the Company’s initiative for reasons not excluded under the Severance Plan | • Agree to a general release of liability; • Refrain from competitive activity; • Not disclose confidential information; and • Refrain from soliciting customers or employees of Valvoline or otherwise interfere with Valvoline’s business for a stated period of time following termination |

  73. Conditions for Severance Benefits

    In the event of a covered termination, our Named Executive Officers are eligible for the severance benefits set forth in the table below.

  74. Severance Benefits

    Severance Benefits

  75. Severance Benefits

    | Executive | Cash Severance | Annual Bonus | Outplacement Services | Health Benefit Continuation | Equity Vesting | | Lori A. Flees | 104 weeks of base pay | Pro-rata based on employment during fiscal year and actual performance | 104 weeks of outplacement services | 104 weeks of continued coverage | Not Retirement Eligible All outstanding unvested equity awards forfeited Retirement Eligible Pro-rata vesting of outstanding equity awards | | Mary E. Meixelsperger | 78 weeks of base pay | | 78 weeks of outplacement services | 78 weeks of continued coverage | | | Linne R. Fulcher | | | | | | | Julie M. O’Daniel | | | | | | | Jonathan L. Caldwell | | | | | |

  76. Severance Benefits

    | 34 | PROXY STATEMENT | |

  77. Change in Control Benefits

    Change in Control Benefits Each of our Named Executive Officers became participants in the Valvoline Change in Control Severance Plan (the “Change in Control Plan” or “CIC Plan”), effective September 19, 2024. Mses. Flees, Meixelsperger and O’Daniel and Mr. Caldwell each agreed to the termination of their individual Change in Control Agreements with the Company in consideration of such participation. The terms of the Change in Control Plan are summarized in the table below.

  78. Summary of Change in Control Plan

    Summary of Change in Control Plan

  79. Summary of Change in Control Plan

    | | CEO | All Other NEOs | | Protection Period | • Two years following change in control, or • Six months immediately preceding change in control | • Two years following change in control for cash severance payments; or • Six months immediately preceding change in control | | Benefits (only paid upon a change in control and qualifying termination) | • Payment of three times the sum of highest annual base salary and highest target annual incentive compensation in respect of the three fiscal years preceding the fiscal year in which the termination occurs; • Continued participation in medical, dental and group life plans through December 31 of the third calendar year following the calendar year of termination; • Full payment of any PSUs outstanding as of termination date, assuming target performance (less any amounts already paid because of the change in control); • Payment of all prior existing incentive compensation not already paid and a pro-rata payment of the target annual incentive for the fiscal year in which termination occurs; • Outplacement services for three years after termination; • Financial planning services for one year after termination; • Payment of all unused, earned and accrued paid-time; and • Vesting of all outstanding RSUs and SARs | • Payment of two times the sum of annual base salary and target annual incentive compensation; • Continued participation in group health plans for two years following termination; • Payment of all prior existing incentive compensation not already paid and a pro-rata payment of the target annual incentive for the fiscal year in which termination occurs; • Outplacement services for two years after termination; • Financial planning services for one year after termination; • Payment of all unused, earned and accrued paid-time off; and • Equity awards (RSUs, PSUs and SARs) treated in accordance with the applicable plan and award agreements | | Definition of Cause | • Willful and continued failure to substantially perform duties after a written demand for such performance (except in the case of disability); • Willfull engaging in gross misconduct materially and demonstrably injurious to Valvoline after a written request to cease such misconduct; or • Conviction or entering of a plea of nolo contendere for a felony involving moral turpitude • To be terminated for cause, the Board must pass a resolution by three quarters vote finding that the termination is for cause | • Willful and continued failure to substantially perform duties (except in the case of disability); • Willfull engaging in gross misconduct materially injurious to Valvoline; or • Conviction of or entering of a plea of nolo contendere for a felony |

  80. Summary of Change in Control Plan

    | | PROXY STATEMENT | 35 |

  81. Summary of Change in Control Plan

    | | CEO | All Other NEOs | | Definition of Change in Control | • The consolidation or merger of Valvoline into an unrelated entity in which the former Valvoline shareholders own less than 50% of the outstanding shares of the new entity, except for a merger under which the shareholders before the merger have substantially the same proportionate ownership of shares in the entity immediately after the merger; • The sale, lease, exchange or other transfer of 80% or more of Valvoline’s assets; • A shareholder approved liquidation or dissolution; • The acquisition of 20% or more of the outstanding shares of Valvoline by an unrelated person without approval of the Board; or • Changes to the Board during two consecutive years that result in a majority of the Board changing from its membership at the start of such two consecutive year period, unless two-thirds of the remaining directors at the start of such two consecutive year period voted to approve such changes | | | Definition of Good Reason | • Significant diminution of positions, duties, responsibilities or status, or a diminution in titles or offices; • Reduction to base salary of 15% or more; • Relocation exceeding 50 miles; • Failure to continue incentive plans, whether cash or equity, or any other plan or arrangement to receive Valvoline securities; or • Breach of any material provision of the Change in Control Plan or a failure by Valvoline to obtain the assumption of the Change in Control Plan by any successor | • Significant diminution of positions, duties, responsibilities or status; • Reduction of 15% or more of the sum of (i) annual base salary plus (ii) target annual bonus; • Relocation exceeding 50 miles; or • Failure to continue incentive plans, whether cash or equity, or any other plan or arrangement to receive Valvoline securities | | Definition of Qualifying Termination | • Termination (i) during the two-year period after a change in control, for any reason other than death or disability, by Valvoline for cause, or by the NEO other than for Good Reason, or (ii) during the six-month period before a change in control under circumstances that would otherwise result in severance payments under the Severance Plan | | | Tax gross-ups | • None, benefits scaled back using a “best-after-tax” approach | | | Post-employment Covenants | • Non-compete, non-solicit of customers, non-solicit of employees, and non-interference for 36 months and non-disclosure of confidential information indefinitely | • Non-compete, non-solicit of customers, non-solicit of employees, and non-interference for 24 months and non-disclosure of confidential information indefinitely |

  82. Summary of Change in Control Plan

    | 36 | PROXY STATEMENT | |

  83. Equity Grant Practices

    Equity Grant Practices The Compensation Committee grants long-term incentive awards (RSUs, PSUs and SARs) to executive officers and other employees pursuant to the 2016 Incentive Plan according to the following timeline: (i) annual long-term incentive awards are granted effective as of the date the Compensation Committee approved the award, which occurs annually in November; and (ii) new-hire, retention, recognition or promotion long-term incentive awards are granted effective as of the first trading day of the month immediately following the date on which the Compensation Committee approved the award. The Compensation Committee does not time the grant of SARs or other long-term incentive awards in anticipation of the release of material non-public information, nor does the Company time the release of material non-public information on the basis of SAR or other long-term incentive award grant dates. If the Company is in possession of material non-public information on the date of award approval, the Compensation Committee may establish an effective date for SARs and other long-term incentive awards after the date of the planned release of material non-public information.

  84. Annual Risk Assessment

    Annual Risk Assessment Valvoline’s compensation program is designed to motivate and reward employees and executive officers for their performance during the fiscal year and over the long term, while taking appropriate business risks. In January 2024, the Compensation Committee asked Deloitte to conduct a risk assessment of Valvoline’s incentive compensation plans, including the Valvoline Incentive Plan, Long-Term Incentive Program (comprised of SARs, RSUs and PSUs), VIOC Service Center Manager Incentive Plan, VIOC Area Manager Incentive Plan, VIOC Market Manager Incentive Plan, VIOC Senior Director and Director Field Operations Incentive Plan, Business Development Group Sales Incentive Plan, Fleet Sales Incentive Plan, Franchise Sales Incentive Plan, and Express Care Sales Incentive Plan, that have the greatest concentration of participants and the largest potential impact on the Company. Based on its review of the independent compensation consultant’s risk assessment, a review of Valvoline’s internal controls and the risk mitigating components of Valvoline’s compensation programs, the Compensation Committee determined that Valvoline’s compensation programs do not encourage executives or other employees to take inappropriate risks that are reasonably likely to have a material adverse effect on Valvoline.

  85. Summary Compensation Table

    Summary Compensation Table A summary of each Named Executive Officer’s total compensation for each of the last three fiscal years is included in the following table and footnotes.

  86. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards(1) ($) (e) | Option Awards(2) ($) (f) | Non-Equity Incentive Compensation(3) ($) (g) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) ($) (h) | All Other Compensation(5) ($) (i) | Total ($) (j) | | Lori A. Flees President and Chief Executive Officer | 2024 | 892,308 | — | 1,875,693 | 625,109 | 750,877 | — | 131,563 | 4,275,549 | | | 2023 | 700,000 | — | 755,763 | 249,997 | 545,738 | — | 112,111 | 2,363,609 | | | 2022 | 309,615 | 500,000 | 986,184 | — | 232,676 | — | 153,501 | 2,181,976 | | Mary E. Meixelsperger Chief Financial Officer | 2024 | 627,633 | — | 656,629 | 218,885 | 396,115 | — | 121,861 | 2,021,122 | | | 2023 | 614,150 | — | 623,472 | 206,245 | 478,807 | — | 123,224 | 2,045,898 | | | 2022 | 603,765 | — | 629,938 | 206,316 | 453,730 | — | 145,313 | 2,039,062 | | Linne R. Fulcher Senior Vice President and Chief Operating Officer | 2024 | 494,238 | — | 375,292 | 125,141 | 249,541 | — | 55,729 | 1,299,941 | | Julie M. O’Daniel Senior Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 455,603 | — | 319,072 | 106,392 | 230,034 | 1,921 | 75,312 | 1,188,334 | | | 2023 | 445,840 | — | 302,325 | 99,994 | 278,072 | 1,417 | 74,280 | 1,201,928 | | | 2022 | 438,300 | — | 305,558 | 100,089 | 263,506 | 1,112 | 81,655 | 1,190,220 | | Jonathan L. Caldwell Senior Vice President and Chief People Officer | 2024 | 360,661 | — | 244,368 | 81,394 | 151,748 | — | 63,703 | 901,874 |

  87. Summary Compensation Table

    (1) The fiscal 2024 amounts in column (e) represent the aggregate grant date fair value of fiscal 2024-2026 PSUs and time-based RSUs computed in accordance with FASB ASC Topic 718. Refer to footnote (5) of the Grants of Plan-Based Awards table for the assumptions made when calculating the grant date fair values of the fiscal 2024-2026 PSUs and time-based RSUs. The grant date fair value for the fiscal 2024-2026 PSUs for the NEOs receiving such awards would be as follows if maximum performance was achieved for the three-year performance period: Ms. Flees—$3,125,954; Ms. Meixelsperger—$1,094,036; Mr. Fulcher—$625,574; Ms. O’Daniel—$531,690; and Mr. Caldwell—$407,150. (2) Amounts reported in column (f) for fiscal 2024 represent the aggregate grant date fair value of SARs computed in accordance with FASB ASC Topic 718. Refer to footnote (5) of the Grants of Plan-Based Awards table for the assumptions made when calculating the grant date fair value of SARs. (3) The fiscal 2024 amounts in column (g) represent the amounts earned with respect to fiscal 2024 annual incentive awards. (4) Valvoline’s non-qualified deferred compensation arrangements do not provide above-market or preferential earnings; therefore, for fiscal 2024, the amounts in column (h) represent only the one-year change between September 30, 2023 and September 30, 2024 in the present value of accrued benefits under the Company’s qualified defined benefit plan. This plan is more fully discussed in the narrative to the Pension Benefits table. (5) Amounts reported in column (i) for fiscal 2024 are composed of the following items:

  88. Summary Compensation Table

    | Name | 401(k) Plan Employer Contributions | Matching Charitable Contributions(a) | Non-Qualified Defined Contribution Employer Contributions(b) | Financial Planning | Executive Physicals | Total | | Lori A. Flees | $33,538 | $1,950 | $76,951 | $13,976 | $5,148 | $131,563 | | Mary E. Meixelsperger | $27,369 | $17,325 | $61,037 | $16,130 | — | $121,861 | | Linne R. Fulcher | $26,608 | $96 | $15,628 | $13,397 | — | $55,729 | | Julie M. O’Daniel | $27,099 | $570 | $31,513 | $16,130 | — | $75,312 | | Jonathan L. Caldwell | $28,416 | $1,625 | $13,514 | $16,130 | $4,018 | $63,703 |

  89. Summary Compensation Table

    (a) The amounts in this column represent matching charitable contributions made during fiscal 2024 by Valvoline on behalf of the Named Executive Officer through a program available to all salaried U.S.-based Valvoline employees. The amounts in this column represent Valvoline contributions made during fiscal 2024 on behalf of the Named Executive Officer to the Valvoline Non-Qualified Defined Contribution Plan. This plan provides company contributions based on limitations on contributions to the Valvoline 401(k) Plan under the Code.

  90. Summary Compensation Table

    | | PROXY STATEMENT | 41 |

  91. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table sets forth certain information regarding the annual and long-term (SARs, RSUs and PSUs) incentive awards granted during fiscal 2024 to each of the Named Executive Officers.

  92. Grants of Plan-Based Awards for Fiscal 2024

    | Name (a) | Grant Date (b) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) (i) | All Other Option Awards: Number of Securities Underlying Options(4) (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards(5) ($) (l) | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Lori Flees | | 446,154 | 892,308 | 1,784,615 | | | | | | | | | | 11/16/23 | | | | 6,118 | 32,630 | 81,575 | | | | 1,250,382 | | | 11/16/23 | | | | | | | 20,100 | | | 625,311 | | | 11/16/23 | | | | | | | | 42,010 | 34.94 | 625,109 | | Mary Meixelsperger | | 235,362 | 470,725 | 941,449 | | | | | | | | | | 11/16/23 | | | | 2,141 | 11,420 | 28,550 | | | | 437,614 | | | 11/16/23 | | | | | | | 7,040 | | | 219,014 | | | 11/16/23 | | | | | | | | 14,710 | 34.94 | 218,885 | | Linne Fulcher | | 148,271 | 296,543 | 593,086 | | | | | | | | | | 11/16/23 | | | | 1,224 | 6,530 | 16,325 | | | | 250,230 | | | 11/16/23 | | | | | | | 4,020 | | | 125,062 | | | 11/16/23 | | | | | | | | 8,410 | 34.94 | 125,141 | | Julie O’Daniel | | 136,681 | 273,362 | 546,724 | | | | | | | | | | 11/16/23 | | | | 1,041 | 5,550 | 13,875 | | | | 212,676 | | | 11/16/23 | | | | | | | 3,420 | | | 106,396 | | | 11/16/23 | | | | | | | | 7,150 | 34.94 | 106,392 | | Jonathan Caldwell | | 90,165 | 180,331 | 360,661 | | | | | | | | | | 11/16/23 | | | | 797 | 4,250 | 10,625 | | | | 162,860 | | | 11/16/23 | | | | | | | 2,620 | | | 81,508 | | | 11/16/23 | | | | | | | | 5,470 | 34.94 | 81,394 |

  93. Grants of Plan-Based Awards for Fiscal 2024

    (1) The dollar amounts in these columns represent the potential annual incentive payouts for fiscal 2024. The actual dollar amounts earned for fiscal 2024 were paid in December 2024 and are included in column (g) of the Summary Compensation Table. (2) The PSU amounts in these columns represent the potential payments for the fiscal 2024-2026 PSU performance period. The amounts in column (f) represent the minimum payout assuming the application of a negative 25% TSR modifier to threshold performance. The amounts in column (h) represent the maximum payout assuming the application of a positive 25% TSR modifier to maximum performance. (3) The RSUs granted to each of the NEOs on November 16, 2023, vest one-third on each of the first three anniversaries following the grant date. (4) The amounts in column (j) represent the number of shares of Valvoline Common Stock that may be issued to the NEOs upon exercise of SARs. The dollar amounts in column (l) are calculated in accordance with FASB ASC Topic 718 and assume (i) payment of PSUs at target using a Monte Carlo simulation valuation model to reflect the impact of the TSR modifier, incorporating the following assumptions: (a) range of risk-free interest rates between 4.54% to 4.83% based on the U.S. Treasury yield curve in effect on the date of grant date; (b) expected dividend yield of 0% as dividend payments were discontinued; (c) expected volatility of 28.5%, based on the historical volatility of Valvoline Common Stock over periods commensurate with the expected term; (d) expected term of 3.0 years, and (d) an initial TSR of 6.6% (77th percentile), based on the actual TSR performance for Valvoline and each company in the comparator group from the beginning of the performance period (October 1, 2023) to the grant date (November 16, 2023), resulting in a grant date fair value of $38.32 for PSUs; (ii) valuation of all SARs using the Black-Scholes valuation model, incorporating the following assumptions: (a) risk-free interest rate of 4.54% based on the U.S. Treasury yield curve in effect on the grant date for the expected term of the award; (b) expected dividend yield of 0%; (c) expected volatility of 35.73% based on the average of comparable companies’ historical daily equity volatilities with look-back periods commensurate with the expected term; and (d) expected term of 5.88 years, resulting in a grant date fair value of $14.88 for SARs; and (iii) the grant date fair value of RSUs, using the closing price of Valvoline Common Stock of $34.94 on November 16, 2023.

  94. Grants of Plan-Based Awards for Fiscal 2024

    | 42 | PROXY STATEMENT | |

  95. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth certain information regarding SARs, PSUs and RSUs held by each of the Named Executive Officers as of September 30, 2024.

  96. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Grant Date | Option Awards | | | | | Stock Awards | | | | | Name (a) | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) (c) | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested(2) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) (j) | | Lori Flees | 11/16/23 | — | 42,010 | | 34.94 | 11/16/2033 | | | | | | | 11/29/22 | 9,968 | 9,968 | | 32.40 | 11/29/2032 | | | | | | | | | | | | | 52,061 | 2,178,753 | 46,542 | 1,947,783 | | Mary Meixelsperger | 11/16/23 | — | 14,710 | | 34.94 | 11/16/2033 | | | | | | | 11/29/22 | 8,223 | 8,224 | | 32.40 | 11/29/2032 | | | | | | | 11/11/21 | 15,630 | 5,210 | | 35.25 | 11/11/2031 | | | | | | | 11/12/20 | 40,200 | — | | 21.60 | 11/12/2030 | | | | | | | 11/14/19 | 37,700 | — | | 23.01 | 11/14/2029 | | | | | | | 11/19/18 | 34,990 | — | | 20.37 | 11/19/2028 | | | | | | | 11/13/17 | 33,730 | — | | 23.08 | 11/13/2027 | | | | | | | 11/16/16 | 54,611 | — | | 20.29 | 12/16/2026 | | | | | | | | | | | | | 28,595 | 1,196,701 | 22,897 | 958,239 | | Linne Fulcher | 11/16/23 | — | 8,410 | | 34.94 | 11/16/2033 | | | | | | | | | | | | | 5,606 | 234,611 | 8,617 | 360,621 | | Julie O’Daniel | 11/16/23 | — | 7,150 | | 34.94 | 11/16/2033 | | | | | | | 11/29/22 | 3,987 | 3,987 | | 32.40 | 11/29/2032 | | | | | | | 11/11/21 | 7,582 | 2,528 | | 35.25 | 11/11/2031 | | | | | | | 11/12/20 | 16,860 | — | | 21.60 | 11/12/2030 | | | | | | | 11/14/19 | 15,810 | — | | 23.01 | 11/14/2029 | | | | | | | | | | | | | 13,878 | 580,794 | 11,115 | 465,163 | | Jonathan Caldwell | 11/16/23 | — | 5,470 | | 34.94 | 11/16/2033 | | | | | | | 11/29/22 | 2,243 | 2,243 | | 32.40 | 11/29/2032 | | | | | | | 11/11/21 | 4,267 | 1,423 | | 35.25 | 11/11/2031 | | | | | | | 11/12/20 | 7,790 | — | | 21.60 | 11/12/2030 | | | | | | | 11/16/16 | 8,877 | — | | 20.29 | 12/16/2026 | | | | | | | | | | | | | 8,503 | 355,851 | 7,380 | 308,853 |

  97. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) The numbers in columns (b) and (c) relate to SARs, 50% of which vest on the first anniversary of the grant date and 25% of which vest on each of the second and third anniversaries of the grant date. (2) The numbers in column (g) represent unvested RSUs and earned PSUs. RSUs vest in equal installments on each of the first three anniversaries of the grant date, unless otherwise noted, and any earned PSUs vest on the last day of the applicable performance period, subject to the Named Executive Officer’s continued employment on such dates. Specifically, for: (i) Ms. Flees, the amounts in column (g) include: 21,216 earned PSUs granted on May 2, 2022 for the fiscal 2022-2024 performance period; 5,461 RSUs granted on May 2, 2022; 5,284 RSUs granted on November 29, 2022; and 20,100 RSUs granted on November 16, 2023; (ii) Ms. Meixelsperger, the amounts in column (g) include: 15,170 earned PSUs granted on November 11, 2021 for the fiscal 2022-2024 performance period; 2,026 RSUs granted on November 11, 2021; 4,359 RSUs granted on November 29, 2022; and 7,040 RSUs granted on November 16, 2023; (iii) Mr. Fulcher, the amounts in column (g) include: 1,586 RSUs granted on November 29, 2022; and 4,020 RSUs granted on November 16, 2023;

  98. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | PROXY STATEMENT | 43 |

  99. Outstanding Equity Awards at Fiscal 2024 Year-End

    (iv) Ms. O’Daniel, the amounts in column (g) include: 7,360 earned PSUs granted on November 11, 2021 for the fiscal 2022-2024 performance period; 983 RSUs granted on November 11, 2021; 2,115 RSUs granted on November 29, 2022; and 3,420 RSUs granted on November 16, 2023; and (v) Mr. Caldwell, the amounts in column (g) include: 4,138 earned PSUs granted on November 11, 2021 for the fiscal 2022-2024 performance period; 556 RSUs granted on November 11, 2021; 1,189 RSUs granted on November 29, 2022; and 2,620 RSUs granted on November 16, 2023. (3) The dollar amounts in columns (h) and (j) correspond to the units identified in columns (g) and (i), respectively. The dollar value is computed by converting the units to shares of Valvoline Common Stock on a one-for-one basis. The number of shares is then multiplied by $41.85, the closing price of Valvoline Common Stock on September 30, 2024. (4) The numbers in column (i) represent the PSUs granted on November 29, 2022 for the fiscal 2023-2025 performance period and on November 16, 2023 for the fiscal 2024-2026 performance period assuming target performance goals for each performance period are achieved. Specifically, for: (i) Ms. Flees, the amounts in column (i) include: 13,912 PSUs granted for the fiscal 2023-2025 performance period and 32,630 PSUs granted for the fiscal 2024-2026 performance period; (ii) Ms. Meixelsperger, the amounts in column (i) include: 11,477 PSUs granted for the fiscal 2023-2025 performance period and 11,420 PSUs granted for the fiscal 2024-2026 performance period; (iii) Mr. Fulcher, the amounts in column (i) include: 2,087 PSUs granted for the fiscal 2023-2025 performance period and 6,530 PSUs granted for the fiscal 2024-2026 performance period; (iv) Ms. O’Daniel, the amounts in column (i) include: 5,565 PSUs granted for the fiscal 2023-2025 performance period and 5,550 PSUs granted for the fiscal 2024-2026 performance period; and (v) Mr. Caldwell, the amounts in column (i) include: 3,130 PSUs granted for the fiscal 2023-2025 performance period and 4,250 PSUs granted for the fiscal 2024-2026 performance period.

  100. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 44 | PROXY STATEMENT | |

  101. Option Exercises and Stock Vested for Fiscal 2024

    Option Exercises and Stock Vested for Fiscal 2024 The following table sets forth certain information regarding the value realized by each Named Executive Officer during fiscal 2024 upon the exercise of SARs and the vesting of PSUs and RSUs.

  102. Option Exercises and Stock Vested for Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise(1) ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting(2) ($) (e) | | Lori A. Flees | — | — | 8,101 | 323,100 | | Mary E. Meixelsperger | — | — | 39,321 | 1,359,741 | | Linne R. Fulcher | — | — | 5,851 | 240,734 | | Julie M. O’Daniel | 3,500 | 51,905 | 16,775 | 579,784 | | Jonathan L. Caldwell | — | — | 7,956 | 274,750 |

  103. Option Exercises and Stock Vested for Fiscal 2024

    (1) The value realized on exercise is calculated by multiplying the number of SARs exercised by the difference between the exercise price of the SAR and the market price of Valvoline Common Stock on the date of exercise. The value realized on vesting is calculated by multiplying the number of shares vested by the market value of the shares on the relevant vesting date.

  104. Option Exercises and Stock Vested for Fiscal 2024

    | | PROXY STATEMENT | 45 |

  105. Pension Benefits for Fiscal 2024

    Pension Benefits for Fiscal 2024 The following table shows the actuarial present value of Ms. O’Daniel’s accumulated benefit, calculated as of September 30, 2024, under a legacy qualified pension plan sponsored by Valvoline. None of the other Named Executive Officers are eligible to participate in the qualified plan, which was closed to new participants in January 2011. Additionally, none of the Named Executive Officers participate in any of the legacy non-qualified pension plans sponsored by Valvoline.

  106. Pension Benefits for Fiscal 2024

    | Name (a) | Plan Name(1) (b) | Number of Years Credited Service(2) (#) (c) | Present Value of Accumulated Benefit(3) ($) (d) | Payments During Last Fiscal Year ($) (e) | | J.M. O’Daniel | Ashland Hercules Pension Plan | 8 years 2 months | 32,080 | — |

  107. Pension Benefits for Fiscal 2024

    (1) The Ashland Hercules Pension Plan (the “Pension Plan”) is a tax-qualified defined benefit pension plan under Code Section 401(a). (2) The number of years of service under the Pension Plan is measured from the date the NEO began participating in the Pension Plan. (3) The present value of the accumulated benefit was determined using the valuation methodology and all material assumptions described under the heading “Critical Accounting Estimates—Employee benefit obligations” in Item 7 of Part II of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

  108. Ashland Hercules Pension Plan (Pension Plan)

    Ashland Hercules Pension Plan (Pension Plan) The Pension Plan is a tax-qualified defined benefit pension plan under Code Section 401(a). The Pension Plan provides retirement income for eligible participants. Ms. O’Daniel is the only NEO who participates in the Pension Plan. Beginning in January 2011, the Pension Plan was closed to new participants and to additional credits in the retirement growth account. Benefit accruals were frozen effective as of September 30, 2016. The Pension Plan has two benefit formulas—a traditional formula, referred to as the annuity benefit, and a cash balance formula, referred to as the retirement growth account. The traditional formula produces an annuity benefit at retirement based on a percentage of final average compensation multiplied by years of plan service (see the description in the “—Traditional Benefit/Annuity Formula” section below). The cash balance formula produces a hypothetical account balance based on the sum of contribution credits and interest on those contribution credits (see the description in the “—Retirement Growth Account Benefit/Cash Balance Formula” section below). In general, participants who were actively employed by Ashland on June 30, 2003, with at least 10 years of service remained in the annuity benefit formula. All other participants moved to the retirement growth account formula. The formula under which a participant’s benefit is computed is a matter of plan design and not participant election. Traditional Benefit/Annuity Formula Under this formula, for certain highly compensated employees, compensation only includes base compensation, up to the maximum amount allowed under Code Section 401(a)(17). For all other participants, compensation includes base compensation and bonus amounts. This applies to both the annuity formula and the cash balance formula. The final average compensation formula is the average for a 48-consecutive month period producing the highest average for the last 120 months of credited service. The annual annuity benefit formula is: (1.08% x final average compensation up to $10,700) + (1.5% x final average compensation exceeding $10,700) × (years of credited service, which means years as a participant in the plan up to a maximum of 35 years)

  109. Ashland Hercules Pension Plan (Pension Plan)

    | 46 | PROXY STATEMENT | |

  110. Ashland Hercules Pension Plan (Pension Plan)

    The normal form of benefit payment under the annuity benefit is a single life annuity. However, as required by federal law, the normal form of benefit for a married participant is a joint and survivor annuity, unless the spouse consents to a different benefit distribution. A participant may also elect a non-spousal joint and survivor annuity or a 10-year term certain annuity. All payment forms are actuarially equivalent. The normal retirement age is 65, but an unreduced benefit is paid for retirement at age 62. A participant may retire early once the participant is either at least age 55 or when the sum of the participant’s age and service equals at least 80. Retirement Growth Account Benefit/Cash Balance Formula Under this formula, contribution credits are accumulated in a notional account. Interest credits are allocated to each participant’s account monthly. The interest rate is from a minimum of 4.0% to a maximum of 7.0% and is set at the beginning of each plan year. The interest rate for fiscal 2024 was 6.44%. The accrued benefit under this formula is the balance in the retirement growth account. The benefit is payable in the same forms that apply to the annuity benefit formula or may be paid as a single lump sum. The normal retirement age under the retirement growth account formula is also age 65. The earliest that a participant can receive an unreduced benefit is at age 55 with at least five years of service.

  111. Ashland Hercules Pension Plan (Pension Plan)

    | | PROXY STATEMENT | 47 |

  112. Non-Qualified Deferred Compensation for Fiscal 2024

    Non-Qualified Deferred Compensation for Fiscal 2024 The following table sets forth certain information for each of the Valvoline Named Executive Officers regarding non-qualified deferred compensation for fiscal 2024.

  113. Non-Qualified Deferred Compensation for Fiscal 2024

    | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY(1) ($) (c) | Aggregate Earnings in Last FY(2) ($) (d) | Aggregate Withdrawals/ Distributions in Last FY ($) (e) | Aggregate Balance at September 30, 2024 ($) (f) | | Lori A. Flees | 455,946 | 69,782 | 205,860 | — | 1,303,170 | | Mary E. Meixelsperger | — | 52,871 | 65,925 | — | 465,133 | | Linne R. Fulcher | 217,114 | 13,884 | 27,220 | — | 259,138 | | Julie M. O’Daniel | — | 27,084 | 39,069 | — | 255,469 | | Jonathan L. Caldwell | 5,463 | 11,614 | 22,063 | — | 94,079 |

  114. Non-Qualified Deferred Compensation for Fiscal 2024

    (1) The values in column (c) relate to a contribution equivalent to the company match and supplemental company contributions on annual incentive compensation and base pay in excess of limits established under Code Section 401(a)(17) and not permitted in the qualified 401(k) plan. This amount is reported in column (i) of the Summary Compensation Table (inclusive of taxes). (2) Aggregate earnings are composed of interest, dividends, capital gains and appreciation/depreciation of investments. These earnings are not included in the Summary Compensation Table in this Proxy Statement.

  115. Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table

    Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table The following table summarizes the estimated amounts payable to each Named Executive Officer in the event of a termination from employment or change in control of Valvoline as of September 30, 2024. A narrative description follows the table. Different termination events are identified in columns (b)-(g). Column (a) enumerates the types of potential payments for each Named Executive Officer. As applicable, each payment or benefit is estimated across the table under the appropriate column or columns. These estimates are based on the assumption that the various triggering events occur on September 30, 2024, the last day of fiscal 2024. The equity incentive-based components are based on the closing price of Valvoline Common Stock as of September 30, 2024 ($41.85). Other material assumptions used in calculating the estimated compensation and benefits under each triggering event are noted below. The actual amounts that would be paid to a Named Executive Officer upon certain terminations of employment or upon a change in control can only be determined at the time an actual triggering event occurs.

  116. Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table

    | Name/Kinds of Payments (a) | Termination prior to a Change in Control of Company without Cause ($) (b) | Disability(4) ($) (c) | Voluntary Resignation or Involuntary Termination for Cause(5) ($) (d) | Retirement(6) ($) (e) | Change in Control without Termination ($) (f) | Termination after Change in Control of Company without Cause or by Executive for Good Reason ($) (g) | | Lori A. Flees | | | | | | | | Cash Severance | 1,836,965 | | | | | 5,436,965 | | Accelerated SARs | | 142,382 | | | | 384,487 | | RSUs | | 564,805 | | | | 1,290,869 | | PSUs(1) | | 868,417 | | | 868,417 | 1,983,880 | | Incentive Compensation(2) | 750,877 | 750,877 | | | 750,877 | 750,877 | | Welfare Benefit | 36,542 | | | | | 59,381 | | Outplacement | 11,500 | | | | | 34,500 | | Financial Planning(3) | 13,976 | 13,976 | | | | 13,976 | | Total | 2,649,860 | 2,340,457 | | | 1,619,294 | 9,954,935 | | Mary E. Meixelsperger | | | | | | | | Cash Severance | 988,669 | | | | | 2,253,869 | | Accelerated SARs | | 110,328 | | | | 213,749 | | RSUs | | 279,229 | | | | 561,826 | | PSUs(1) | | 499,816 | | | 499,816 | 988,019 | | Incentive Compensation(2) | 396,115 | 396,115 | | | 396,115 | 396,115 | | Welfare Benefit | 23,347 | | | | | 31,130 | | Outplacement | 11,500 | | | | | 23,000 | | Financial Planning(3) | 16,130 | 16,130 | | | | 16,130 | | Total | 1,435,761 | 1,301,618 | | | 895,931 | 4,483,837 |

  117. Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table

    | | PROXY STATEMENT | 49 |

  118. Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table

    | Name/Kinds of Payments (a) | Termination prior to a Change in Control of Company without Cause ($) (b) | Disability(4) ($) (c) | Voluntary Resignation or Involuntary Termination for Cause(5) ($) (d) | Retirement(6) ($) (e) | Change in Control without Termination ($) (f) | Termination after Change in Control of Company without Cause or by Executive for Good Reason ($) (g) | | Linne R. Fulcher | | | | | | | | Cash Severance | 786,240 | | | | | 1,636,240 | | Accelerated SARs | | 16,952 | | | | 58,113 | | RSUs | | 89,734 | | | | 234,610 | | PSUs(1) | | 153,125 | | | 153,125 | 366,037 | | Incentive Compensation(2) | 249,541 | 249,541 | | | 249,541 | 249,541 | | Welfare Benefit | 27,407 | | | | | 36,542 | | Outplacement | 11,500 | | | | | 23,000 | | Financial Planning(3) | 13,397 | 13,397 | | | | 13,397 | | Total | 1,088,085 | 522,749 | | | 402,666 | 2,617,481 | | Julie M. O’Daniel | | | | | | | | Cash Severance | 710,332 | | | | | 1,490,972 | | Accelerated SARs | | 53,538 | | 53,538 | | 103,768 | | RSUs | | 135,551 | | 135,551 | | 272,794 | | PSUs(1) | | 242,529 | | 242,529 | 242,529 | 479,602 | | Incentive Compensation(2) | 230,034 | 230,034 | | 230,034 | 230,034 | 230,034 | | Welfare Benefit | 17,073 | | | | | 22,764 | | Outplacement | 11,500 | | | | | 23,000 | | Financial Planning(3) | 16,130 | 16,130 | | 16,130 | | 16,130 | | Total | 985,068 | 677,782 | | 677,782 | 472,563 | 2,639,064 | | Jonathan L. Caldwell | | | | | | | | Cash Severance | 571,815 | | | | | 1,132,515 | | Accelerated SARs | | 33,042 | | | | 68,386 | | RSUs | | 84,819 | | | | 182,646 | | PSUs(1) | | 152,179 | | | 152,179 | 316,974 | | Incentive Compensation(2) | 151,748 | 151,748 | | | 151,748 | 151,748 | | Welfare Benefit | 31,967 | | | | | 42,623 | | Outplacement | 11,500 | | | | | 23,000 | | Financial Planning(3) | 16,130 | 16,130 | | | | 16,130 | | Total | 783,160 | 437,919 | | | 303,927 | 1,934,022 |

  119. Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table

    The PSU amounts identified in all of the columns except for column (g) are based on: If one of the events represented by columns (c), (e) or (f) occurred, the pro-rata payments would be based on actual results, rather than target. Pursuant to the terms of the award agreements, if the change in control occurs during the first twelve (12) months of the performance period, a pro-rata portion of the PSUs will become vested at target as of the date of the change in control (column (f)) and the remaining PSUs will be converted at target to time-based, stock-settled RSUs and continue to vest, subject to the participant’s continued employment through the vesting date; provided that any such outstanding unvested RSUs will immediately vest upon the termination of the participant’s employment without “cause,” and not as a result of the participant’s disability or death, during the two-year period beginning on the date of the change in control (column (g)). If the change in control occurs after the first twelve (12) months of the performance period, a pro-rata portion of the PSUs will become vested as of the date of the change in control based on the performance goals through the date of the change in control and the remaining PSUs will be converted to time-based, stock-settled RSUs, and will continue to vest, subject to the participant’s continued employment through the vesting date; provided that any such outstanding unvested RSUs will immediately vest upon the termination of the participant’s employment without cause, and not as a result of the Participant’s disability or death, during the two-year period beginning on the date of the change in control. The PSU amounts identified in column (g) are based on the full value of (i) the outstanding fiscal 2024-2026 PSUs at target and (ii) the outstanding fiscal 2023-2025 PSUs based on the forecast actual achievement (114%), each valued based on the closing price of Valvoline Common Stock of $41.85 as of September 30, 2024.

  120. Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table

    | 50 | PROXY STATEMENT | |

  121. Potential Payments Upon Termination or Change in Control for Fiscal 2024 Table

    The amounts identified in the Incentive Compensation row of columns (b), (c) and (e) represent a payment of the fiscal 2024 annual incentive compensation based on actual results for the entire performance period. Details of the actual results can be found in the “Compensation Decisions for Fiscal 2024—Annual Incentive” section of the CD&A within this Proxy Statement. Upon a change in control, the performance period relating to any incentive award will be accelerated and payment will be made based upon achievement of the performance goals up to the date of the change in control. The amounts identified in the Incentive Compensation row of columns (f) and (g) reflect this payment, based on actual results for the fiscal year. (3) Each Named Executive Officer is eligible to receive one year of financial planning upon a termination without cause, disability, retirement, or following a change in control, (4) For purposes of column (c), it is assumed that the NEO incurred a disabling event and termination on September 30, 2024. Subject to coordination with other income received while disabled, the Long-Term Disability Plan (“LTD Plan”) provides a benefit equal to 60% of base compensation. The compensation covered by the LTD Plan is limited in 2024 to $12,000 per month. If the NEO died, his or her beneficiaries would receive the same accelerated vesting of the PSUs as the NEO would in the event of disability. (5) Valvoline does not maintain any plans or arrangements that would provide additional or enhanced benefits to the NEOs as a result of a voluntary termination or involuntary termination for cause. (6) The values in this column represent benefits under the Valvoline Incentive Plan and the 2016 Incentive Plan due upon a Qualifying Termination, defined as having reached age fifty-five (55) with ten years of continuous service at the time the NEO’s employment with the Company terminates. As of September 30, 2024, only Ms. O’Daniel met these requirements.

  122. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted by the SEC under the Dodd-Frank Act, Valvoline discloses the ratio of the annual total compensation of our Chief Executive Officer (CEO) to the annual total compensation of our median employee. We identified our median employee utilizing data as of September 30, 2024 for individuals who were employed by us on September 30, 2024. For purposes of identifying the Company’s median employee, we calculated total compensation for each employee, other than the CEO, by including eligible base salary, including overtime for hourly employees, paid in fiscal 2024 and target annual incentive compensation. The results of our finding are as follows:

  123. CEO Pay Ratio

    | | Total Annual Compensation | | Chief Executive Officer | $4,275,549 | | “Median Employee” | $32,385 | | CEO Pay Ratio | 132 to 1 |

  124. CEO Pay Ratio

    The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies, including our compensation peer group, may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  125. CEO Pay Ratio

    | | PROXY STATEMENT | 53 |

  126. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Executive Compensation— Compensation Discussion and Analysis.”

  127. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) (in $m) | Adjusted EPS(8) (in $) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5)(6) ($) | | | | 2024 | 4,275,549 | 5,383,484 | 1,352,818 | 1,661,267 | 228 | 183 | 212 | 1.57 | | 2023 | 5,316,809 | 7,636,082 | 1,624,911 | 1,976,275 | 176 | 128 | 1,420 | 1.18 | | 2022 | 5,294,758 | 3,249,815 | 1,615,493 | 1,334,444 | 138 | 114 | 424 | 2.06 | | 2021 | 5,747,615 | 12,776,238 | 1,297,534 | 2,210,204 | 167 | 169 | 420 | 1.73 |

  128. Pay Versus Performance

    (1) Represents the amount reported for each of the corresponding years in the “Total” column of the Summary Compensation Table for Ms. Flees, the Company’s PEO in fiscal 2024, and Mr. Mitchell, the Company’s PEO during fiscal 2023, fiscal 2022, and fiscal 2021. (2) Represents the amount of “Compensation Actually Paid” to Ms. Flees and Mr. Mitchell, as computed in accordance with Item 402(v) of Regulation S-K. This amount does not reflect the total compensation actually realized or received by Ms. Flees or Mr. Mitchell. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  129. Pay Versus Performance

    | Compensation Actually Paid to PEO | 2024 (Flees) ($) | 2023 (Mitchell) ($) | 2022 (Mitchell) ($) | 2021 (Mitchell) ($) | | Summary Compensation Table Total | 4,275,549 | 5,316,809 | 5,294,758 | 5,747,615 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,500,801) | (2,941,867) | (2,963,993) | (2,992,063) | | Less, change in pension value and Non-Qualified Deferred Compensation earnings | 0 | 0 | 0 | 0 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 2,988,031 | 3,015,548 | 2,284,525 | 5,891,221 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 247,910 | 717,627 | (948,953) | 2,462,219 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 372,794 | 1,521,859 | (444,178) | 1,632,946 | | Plus, change in dividends accrued | 0 | 6,107 | 27,656 | 34,301 | | Compensation Actually Paid to PEO | 5,383,484 | 7,636,082 | 3,249,815 | 12,776,238 |

  130. Pay Versus Performance

    (3) Represents the average of the amounts reported for the NEOs as a group (excluding the Company’s PEO) for each of the corresponding years in the “Total” column of the Summary Compensation Table. The names of each of the NEOs included for these purposes in each applicable year are as follows:

  131. Pay Versus Performance

    | Year | PEO | NEOs included in Average | | 2024 | Lori A. Flees | Mary E. Meixelsperger, Linne R. Fulcher, Julie M. O’Daniel, Jonathan L. Caldwell | | 2023 | Samuel J. Mitchell, Jr. | Mary E. Meixelsperger, Lori A Flees, Julie M. O’Daniel, Heidi J. Matheys, | | 2022 | Samuel J. Mitchell, Jr. | Mary E. Meixelsperger, Lori A Flees, Julie M. O’Daniel, Jamal K. Muashsher | | 2021 | Samuel J. Mitchell, Jr. | Mary E. Meixelsperger, Julie M. O’Daniel, Crag A. Moughler, Thomas A. Gerrald II, Anthony Puckett |

  132. Pay Versus Performance

    | 54 | PROXY STATEMENT | |

  133. Pay Versus Performance

    Represents the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding the Company’s PEO), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.

  134. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Average Summary Compensation Table Total | 1,352,818 | 1,624,911 | 1,615,493 | 1,297,534 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (531,793) | (628,597) | (639,430) | (385,342) | | Less, change in pension value and Non-Qualified Deferred Compensation earnings | (480) | (354) | (278) | (7,487) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 635,404 | 644,341 | 519,947 | 717,368 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 91,920 | 145,078 | (111,663) | 375,239 | | Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | 113,399 | 189,379 | (54,158) | 206,265 | | Plus, change in dividends accrued | 0 | 1,517 | 4,534 | 6,628 | | Average Compensation Actually Paid to Non-PEO NEOs | 1,661,267 | 1,976,275 | 1,334,444 | 2,210,204 |

  135. Pay Versus Performance

    (5) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is October 1, 2020. (6) The peer group used for this purpose is the following published industry index: S&P MidCap 400 Specialty Retail Index. Valvoline updated its peer group for use in fiscal 2024 as a result of SEC guidance indicating that broad-based equity indices should not be used. The previous peer group was the S&P MidCap 400 Index. If the S&P MidCap 400 Index had been used to calculate peer group TSR as of September 30, 2024, the amount shown for 2024, 2023, 2022, and 2021 would have been $168, $133, $117, and $140, respectively. (7) Represents the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. In fiscal 2023, the Company sold the Valvoline Global Products business, which created a significant increase to Net Income from the gain on the sale. Fiscal 2024 represents the Company’s first year as a pure-play automotive retail services business. (8) Adjusted EPS is a non-GAAP measure. Adjusted EPS is defined as diluted earnings per share calculated using adjusted income from continuing operations. See Appendix A for a reconciliation of adjusted EPS to the most directly comparable GAAP financial measure.

  136. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  137. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    | | PROXY STATEMENT | 55 |

  138. Compensation Actually Paid vs. Company TSR and Peer Group TSR

    Compensation Actually Paid vs. Company TSR and Peer Group TSR The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Total Shareholder Return of Valvoline and the S&P MidCap 400 Specialty Retail Index for the fiscal years ended September 30, 2024, 2023, 2022, and 2021.

  139. Compensation Actually Paid vs. Company TSR and Peer Group TSR

    | 56 | PROXY STATEMENT | |

  140. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Company’s Net Income for the fiscal years ended September 30, 2024, 2023, 2022, and 2021.

  141. Compensation Actually Paid and Net Income

    | | PROXY STATEMENT | 57 |

  142. Compensation Actually Paid and Adjusted EPS

    Compensation Actually Paid and Adjusted EPS The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Company’s Adjusted EPS for the fiscal years ended September 30, 2024, 2023, 2022, and 2021.

  143. Compensation Actually Paid and Adjusted EPS

    | 58 | PROXY STATEMENT | |

  144. Compensation of Directors

    Compensation of Directors

  145. Fiscal 2024 Director Compensation Program

    Fiscal 2024 Director Compensation Program The Compensation Committee is responsible for reviewing and making recommendations to the Board on the compensation of non-employee directors. To assist with this duty, the Compensation Committee has engaged Deloitte to perform periodic reviews of the Company’s non-employee director compensation program, including an analysis of market trends and benchmarking the Company’s non-employee director compensation program versus the Company’s peer group. The Compensation Committee reviewed the competitiveness of the Company’s non-employee director compensation program in relation to the Company’s new retail-focused peer group utilizing market data provided by Deloitte in November 2023 to recommend the annual cash and equity retainers for the director compensation program. At its meeting in January 2024, the Compensation Committee recommended that the Board not make any changes to the director compensation program for fiscal 2024. The Board approved the Compensation Committee’s recommendation maintaining cash and equity retainers consistent with the prior year director compensation program. The following is a description of our director compensation program for non-employee directors for fiscal 2024. Ms. Flees, Valvoline’s President and Chief Executive Officer, did not receive additional compensation for her service on the Board.

  146. Director Compensation Table

    Director Compensation Table The following table is a summary of compensation information for fiscal 2024 for Valvoline’s non-employee directors.

  147. Director Compensation Table

    | Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards(2) ($) (c) | Total ($) (d) | | Gerald W. Evans, Jr. | 115,000 | 136,323 | 251,323 | | Richard J. Freeland | 215,000 | 136,323 | 351,323 | | Carol H. Kruse | 100,000 | 136,323 | 236,323 | | Vada O. Manager | 115,000 | 136,323 | 251,323 | | Patrick S. Pacious | 100,000 | 136,323 | 236,323 | | Jennifer L. Slater | 100,000 | 136,323 | 236,323 | | Charles M. Sonsteby | 100,000 | 136,323 | 236,323 | | Mary J. Twinem | 120,000 | 136,323 | 256,323 |

  148. Director Compensation Table

    (1) The values reflected in column (b) include annual retainers paid for service as a non-employee director as well as retainers paid for service as the non-executive Chair of the Board or as a committee chair, as applicable. (2) The values reflected in column (c) represent the grant date value of the fiscal 2024 restricted stock unit award made on January 25, 2024 to all non-employee directors who were elected at the 2024 Annual Meeting. These amounts were calculated in accordance with FASB ASC Topic 718 using the closing price of Valvoline Common Stock of $36.45 on January 25, 2024 for the restricted stock unit awards made on such date. The following table identifies the aggregate outstanding number of shares of restricted stock and restricted/deferred stock units held by each non-employee director as of September 30, 2024.

  149. Director Compensation Table

    | Name | Shares of Restricted Stock (#) | Restricted/ Deferred Stock Units(1) (#) | | Gerald W. Evans, Jr. | — | 22,683 | | Richard J. Freeland | 4,937 | 34,428 | | Carol H. Kruse | — | 28,121 | | Vada O. Manager | 4,937 | 190,179 | | Patrick S. Pacious | — | 3,740 | | Jennifer L. Slater | — | 10,233 | | Charles M. Sonsteby | 4,937 | 46,275 | | Mary J. Twinem | 4,937 | 39,335 |

  150. Director Compensation Table

    Includes credit for reinvested dividends allocated since grant date for all directors.

  151. Director Compensation Table

    | 60 | PROXY STATEMENT | |