DEF 14A of Valvoline Inc, Dec 15, 2023

DEF 14A of Valvoline Inc

Filed Dec 15, 2023 · FY20230001193125-23-295995

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 eight directors listed below. Detailed information about each nominee’s background and experience can be found beginning on page 7.

  2. Our Director Nominees to the Board

    | Nominee Name Occupation | | | Director Since | | Other Public Co. Boards | Committee Memberships | | | | | | Age | | Independent | | Audit | Comp | G&N | | | Gerald W. Evans, Jr. Retired Chief Executive Officer of Hanesbrands Inc. | 64 | 2019 | ✓ | 0 | | | | | | Lori A. Flees President & Chief Executive Officer of Valvoline Inc. | 53 | 2023 | | 0 | | | | | | Richard J. Freeland Chair of the Board; Retired President and Chief Operating Officer of Cummins Inc. | 66 | 2016 | ✓ | 2 | | | | | | Carol H. Kruse Former Chief Marketing Officer of ESPN and Cambia Health Solutions | 61 | 2018 | ✓ | 0 | | | | | | Vada O. Manager President and Chief Executive Officer of Manager Global Holdings LLC; Chief Strategist & Board Director of Think TRUE | 62 | 2016 | ✓ | 0 | | | | | | Patrick S. Pacious President & Chief Executive Officer of Choice Hotels International, Inc. | 57 | 2023 | ✓ | 1 | | | | | | Jennifer L. Slater Senior Vice President, Performance Sensing, Automotive & Aftermarket of Sensata Technologies | 49 | 2022 | ✓ | 0 | | | | | | Charles M. Sonsteby Former Vice Chairman of The Michaels Companies | 70 | 2016 | ✓ | 1 | | | | | | Mary J. Twinem Retired Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc. | 63 | 2016 | ✓ | 1 | | | |

  3. Our Director Nominees to the Board

    = Chair = Member

  4. Our Director Nominees to the Board

    | ii PROXY STATEMENT | |

  5. Fiscal 2023 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 2023, 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 2023 were based on adjusted Net Income performance targets that reflect strong year-over-year earnings growth of our Continuing Operations during the three-year performance period. |

  7. Fiscal Year 2023 Annual and Long-Term Incentive Plan Payouts

    Fiscal Year 2023 Annual and Long-Term Incentive Plan Payouts

  8. Fiscal Year 2023 Annual and Long-Term Incentive Plan Payouts

    | How did we perform? | Fiscal 2023 Valvoline Incentive Plan | | | • Net Sales of $1.45 billion (101.6% of target) and adjusted EBIT of $291.7 million (99.2% of target) of our Continuing Operations, each as adjusted under the plan, resulted in an overall payout of 103.9% of the target incentive. | | | Fiscal 2021 – 2023 Performance Stock Units | | | • Adjusted Net Income of $182.3 million (137.3% of target) of our Continuing Operations for fiscal 2023, adjusted EPS of $2.112 (195.4% of target) for fiscal 2022, adjusted EPS of $1.762 (177.3% of target) for fiscal 2021 and average achievement of 170.0% over the three-year performance period, each as adjusted under the plan, resulted in an overall payout of 170.0% of the target PSUs. | | | • Valvoline’s TSR of 70.9% over the three-year performance period, representing the 72nd percentile relative to the companies in the S&P MidCap 400 Index, was at target performance, resulting in no adjustment to the PSU payout. |

  9. Fiscal Year 2023 Annual and Long-Term Incentive Plan Payouts

    | Say on Pay Shareholders continued to show strong support for our executive compensation programs, with approximately 98% of the votes cast for the approval of the “say on pay” proposal at our 2023 Annual Meeting of Shareholders. | |

  10. Information Concerning Director Nominees

    Information Concerning Director Nominees The nine individuals nominated by the Board for election as directors at the 2024 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. 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.

  11. Information Concerning Director Nominees

    | 6 PROXY STATEMENT | |

  12. Information Concerning Director Nominees

    | Gerald W. Evans, Jr. Retired Chief Executive Officer of Hanesbrands Inc. Director since: 2019 Age: 64 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. |

  13. Information Concerning Director Nominees

    | 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. |

  14. Information Concerning Director Nominees

    | Lori A. Flees President and Chief Executive Officer of Valvoline Inc. Director since: 2023 Age: 53 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. |

  15. Information Concerning Director Nominees

    | | PROXY STATEMENT 7 |

  16. Information Concerning Director Nominees

    | Richard J. Freeland Chair of the Board; Retired President and Chief Operating Officer of Cummins Inc. Director since: 2016 Age: 66 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. Advisory Boards: Mr. Freeland has served as a member of the strategic advisory board of Embark Trucks, a leading developer of autonomous technology for the trucking industry, since September 2021. | | | 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. |

  17. Information Concerning Director Nominees

    | Carol H. Kruse Former Chief Marketing Officer of ESPN and Cambia Health Solutions Director since: 2018 Age: 61 Committees: • Compensation | 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. |

  18. Information Concerning Director Nominees

    | 8 PROXY STATEMENT | |

  19. 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: 62 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. |

  20. Information Concerning Director Nominees

    | Patrick S. Pacious President and Chief Executive Officer of Choice Hotels International, Inc. Director since: 2023 Age: 57 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. Non-Profit Boards: Mr. Pacious serves on the board of directors of the Wolf Trap Foundation for the Performing Arts. | | | 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. |

  21. Information Concerning Director Nominees

    | | PROXY STATEMENT 9 |

  22. Information Concerning Director Nominees

    | Jennifer L. Slater Senior Vice President, Performance Sensing, Automotive & Aftermarket of Sensata Technologies Director since: 2022 Age: 49 Committees: • Compensation • Governance & Nominating | Professional Experience: Ms. Slater has served as a director of Valvoline since July 2022. Ms. Slater has served as the Senior Vice President, Performance Sensing Automotive & Aftermarket of Sensata Technologies, a global industrial technology company striving to create a cleaner, more efficient, electrified and connected world, since April 2023. Ms. Slater served as the Vice President and General Manager of Sensata’s 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. | | | 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. |

  23. Information Concerning Director Nominees

    | Charles M. Sonsteby Former Vice Chairman of The Michaels Companies Director since: 2016 Age: 70 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. |

  24. Information Concerning Director Nominees

    | 10 PROXY STATEMENT | |

  25. Information Concerning Director Nominees

    | Mary J. Twinem Retired Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc. Director since: 2016 Age: 63 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. |

  26. Information Concerning Director Nominees

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

  27. Information Concerning Director Nominees

    | | PROXY STATEMENT 11 |

  28. Information Concerning Director Nominees

    | Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm |

  29. Information Concerning Director Nominees

    The Audit Committee of the Board (the “Audit Committee”) reviews our accounting firm’s qualifications, performance and independence in accordance with regulatory requirements and guidelines to determine whether to reappoint such firm as our independent registered public accounting firm. Based on its review, the Audit Committee has recommended to the Board, and the Board has approved, the appointment of Ernst & Young LLP to audit Valvoline’s Consolidated Financial Statements and Internal Control Over Financial Reporting for fiscal 2024. See the “Corporate Governance—Valvoline’s Board of Directors—Committees” section of this Proxy Statement for further information about the role and responsibilities of our Audit Committee. The following table presents the aggregate fees (including out-of-pocket costs) for professional services rendered by the member firms of Ernst & Young LLP and their respective affiliates (collectively, “EY”) for the fiscal years ended September 30, 2023 (“fiscal 2023”) and September 30, 2022 (“fiscal 2022”). The fees paid to EY shown in the table below were all pre-approved in accordance with Audit Committee procedures discussed in the “Audit Committee Matters” section of this Proxy Statement.

  30. Information Concerning Director Nominees

    | (in thousands) | 2023 | 2022 | | Audit Fees(1) | $2,389 | $3,934 | | Audit-Related Fees(2) | $30 | $20 | | Tax Fees(3) | $84 | $116 | | All Other Fees | $— | $— | | Total | $2,503 | $4,070 |

  31. Information Concerning Director Nominees

    | (1) Audit fees include fees and expenses associated with the annual audit of Valvoline’s consolidated financial statements and internal control over financial reporting and interim reviews of Valvoline’s consolidated financial statements. Audit fees also include fees associated with various audit requirements of Valvoline’s non-U.S. subsidiaries (statutory audit requirements). For fiscal 2023, audit fees include approximately $628,000 of fees and expenses associated with the separation and sale of Valvoline’s Global Products business. For fiscal 2022, audit fees also include approximately $1.1 million of fees and expenses associated with the separation of Valvoline’s Global Products business. |

  32. Information Concerning Director Nominees

    | (2) Audit-related fees relate to reviews of our franchise disclosure filings and attestation services. |

  33. Information Concerning Director Nominees

    | (3) Tax fees principally relate to tax compliance and consulting services. |

  34. Information Concerning Director Nominees

    Our shareholders are being asked to ratify the appointment of EY as Valvoline’s independent registered public accounting firm for fiscal 2024. The appointment of EY will be deemed ratified if the number of votes cast “for” ratification exceed the number of votes cast “against” it. Abstentions and broker non-votes will not be counted as votes cast “for” or “against” ratification. If our shareholders fail to ratify the appointment of EY, the Audit Committee may, but is not required to, reconsider the selection of such firm. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. The Company has been advised by EY that neither the firm, nor any covered person of the firm, has any financial interest, direct or indirect, in any capacity in Valvoline or its subsidiaries. One or more representatives of EY will be present at the Annual Meeting to respond to questions from shareholders and will be given the opportunity to make a statement. If no voting specification is made on a properly returned or voted proxy card, Lori A. Flees or Julie M. O’Daniel (as proxies named on the proxy card) will cast the votes represented by such proxy card FOR the ratification of the appointment of EY as Valvoline’s independent registered public accounting firm for fiscal 2024.

  35. Information Concerning Director Nominees

    | The Board unanimously recommends that shareholders vote FOR the ratification of the appointment of EY as Valvoline’s independent registered public accounting firm for fiscal 2024. | | | | ✓ |

  36. Information Concerning Director Nominees

    | 12 PROXY STATEMENT | |

  37. Information Concerning Director Nominees

    | Audit Committee Matters |

  38. Committees

    | • | 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; |

  39. Committees

    | • | reviewing and recommending to the Board the form and amount of director compensation; |

  40. Committees

    | • | overseeing compliance with NYSE requirements relating to shareholder approval of equity compensation plans; and |

  41. Committees

    | • | determining the independence and compensation of, and overseeing the work completed by, any compensation consultant, independent legal counsel or other advisor that it retains. |

  42. Annual Incentive

    Annual Incentive In anticipation of the sale of the Global Products business, the Compensation Committee established new performance measures for the fiscal 2023 Valvoline Incentive Plan that the Compensation Committee believes are more closely aligned to the financial and strategic goals of a pure retail services business. For fiscal 2023, the annual incentive opportunity was changed from a single performance metric (Valvoline’s adjusted EBITDA) to a combination of adjusted EBIT (50%) and Net Sales (50%) for the Company’s continuing operations only.

  43. Long-term Incentive (PSUs)

    Long-term Incentive (PSUs) In November 2022, the Company announced that the Board approved a $1.6 billion share repurchase authorization to effectuate a significant return of capital to shareholders of a substantial portion of the expected net proceeds from the Transaction. The uncertainty regarding the specific timing and amount of share repurchases created significant challenges in setting robust EPS goals for PSU awards in a manner consistent with prior awards. As a result, the Compensation Committee, at its meeting in November 2022, changed the performance metric from Adjusted EPS to Adjusted Net Income for both in-flight (FY21-FY23 and FY22-FY24) and new (FY23-FY25) PSU awards. Relative TSR will continue to be measured against the S&P MidCap 400 Index and act as a modifier at the end of each three-year performance period.

  44. Long-term Incentive (PSUs)

    | | PROXY STATEMENT 27 |

  45. 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 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. |

  46. 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 2023, 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 2023 were based on Valvoline adjusted Net Income performance targets that reflect strong year-over-year earnings growth during the three-year performance period. | | How did we perform? | Fiscal 2023 Valvoline Incentive Plan | | | | • | Net Sales of $1.45 billion (101.6% of target) and adjusted EBIT of $291.7 million (99.2% of target), each as adjusted under the plan, resulting in an overall payout of 103.9% of the target incentive. | | | Fiscal 2021-2023 Performance Stock Units | | | | • | Adjusted Net Income of $182.3 million (137.3% of target) for fiscal 2023, adjusted EPS of $2.112 (195.4% of target) for fiscal 2022, adjusted EPS of $1.762 (177.3% of target) for fiscal 2021 and average achievement of 170.0% over the three-year performance period, each as adjusted under the plan, resulting in an overall payout of 170.0% of the target PSUs. | | | • | Valvoline’s relative TSR of 70.9% over the three-year performance period, representing the 72nd percentile of the TSR performance of the S&P MidCap 400 Index, was at target performance, resulting in no adjustment of the PSU payout. |

  47. 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 | ✗ 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 |

  48. 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 Net Income 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 | To address the complex tax and financial situations 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 Agreements | 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. | |

  49. 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:

  50. Role of Consultant

    | • | The competitiveness of total compensation provided to Valvoline’s key executives; |

  51. Role of Consultant

    | • | Executive and director stock ownership guidelines; |

  52. Role of Consultant

    | • | Change in control and severance agreements for key executives; |

  53. Role of Consultant

    | • | Incentive compensation program design and risk; |

  54. Role of Consultant

    | • | Composition of the peer group and well-respected external surveys used to benchmark executive compensation; |

  55. Role of Consultant

    | • | The degree of difficulty of the performance targets under incentive compensation plans; |

  56. Role of Consultant

    | • | Compensation-related disclosures, including this CD&A, CEO pay ratio and pay vs. performance disclosures; |

  57. Role of Consultant

    | • | The competitiveness of Valvoline’s non-employee director compensation program; |

  58. Role of Consultant

    | • | The impact of new regulations on Valvoline’s executive compensation programs; and |

  59. Role of Consultant

    | • | The alignment of actual pay and performance. |

  60. Role of Consultant

    | | PROXY STATEMENT 31 |

  61. Role of Consultant

    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) a review of the Company’s self-insurance reserves. The total fees of compensation-related services and other services are shown in the table below.

  62. 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. Due to the anticipated sale of the Global Products business, Deloitte did not recommend any changes to the peer group for fiscal 2023 compensation decisions. The fiscal 2023 peer group was reviewed and approved by the Compensation Committee, with assistance from management, at its meeting in July 2022, and is composed of the following companies, which are generally (i) between one-third to three times Valvoline’s pre-Transaction revenue, (ii) market durable and non-durable consumer products and/or maintains a large retail footprint or market primarily through retail channels, (iii) operate in the lubricant/chemicals space, or (iv) focused on the automotive industry:

  63. Peer Group

    | Fiscal 2023 Peer Group | | | | The Clorox Company | Spectrum Brands Holdings, Inc. | Snap-on Incorporated | | Church & Dwight Co., Inc. | Advance Auto Parts, Inc. | The Scotts Miracle-Gro Company | | Revlon, Inc. | Edgewell Personal Care Company | Tupperware Brands Corporation | | Nu Skin Enterprises, Inc. | Central Garden & Pet Company | Energizer Holdings, Inc. | | Driven Brands Holdings Inc. | Monro, Inc. | Innospec Inc. | | Quaker Chemical Corporation | WD-40 Company | |

  64. Peer Group

    | 32 PROXY STATEMENT | |

  65. Peer Group

    See the “Compensation Decisions for Fiscal 2024” Section of this CD&A for a description of the new peer group aligned with Valvoline’s new financial size and retail-only focus approved by the Compensation Committee at its meeting in July 2023.

  66. 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 segment responsibilities for each executive.

  67. 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 in fiscal 2023 pending the completion of the sale of the Global Products business and adoption of a new peer group that would more closely align to Valvoline’s new financial size and retail-only focus.

  68. Changes in Target Annual Incentive Opportunity

    Changes in Target Annual Incentive Opportunity

  69. Changes in Target Annual Incentive Opportunity

    | Executive | FY22 Target Opportunity (% of Salary) | Increase | FY23 Target Opportunity (% of Salary) | | Samuel J. Mitchell, Jr. | 100% | — | 100% | | Mary E. Meixelsperger | 75% | — | 75% | | Lori A. Flees | 75% | — | 75% | | Julie M. O’Daniel | 60% | — | 60% | | Heidi J. Matheys | 50% | — | 50% |

  70. Changes in Target Annual Incentive Opportunity

    At its meeting in November 2022, the Compensation Committee approved the Valvoline Incentive Plan for fiscal 2023 using two performance metrics: Net Sales (50%) and adjusted EBIT (50%) of the Company’s continuing operations. The Compensation Committee believes these metrics are more 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.

  71. Changes in Target Annual Incentive Opportunity

    | 34 PROXY STATEMENT | |

  72. Performance Against Fiscal 2023 Metric

    | Metrics (in millions) | Threshold(1) | Target | Maximum(1) | Actual Achievement | Payout as a % of Target | | Net Sales | $1,351.9 | $1,423.0 | $1,494.2 | $1,445.9 | 116.1% | | Adjusted EBIT | $279.4 | $294.1 | $308.8 | $291.7 | 91.8% | | Total Payout | | | | | 103.9% |

  73. Performance Against Fiscal 2023 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 150% of the target opportunity. |

  74. Payouts Under Fiscal 2023 Valvoline Incentive Plan

    Payouts Under Fiscal 2023 Valvoline Incentive Plan

  75. Payouts Under Fiscal 2023 Valvoline Incentive Plan

    | Executive | FY23 Eligible Earnings | FY23 Target Opportunity (% of Eligible Earnings) | Target Annual Cash Incentive Opportunity | Actual as a % of Target Payout | Amount Earned for FY23 | | Samuel J. Mitchell, Jr. | $1,058,870 | 100% | $1,058,870 | 103.9% | $1,100,696 | | Mary E. Meixelsperger | $614,150 | 75% | $460,613 | 103.9% | $478,807 | | Lori A. Flees | $700,000 | 75% | $525,000 | 103.9% | $545,738 | | Julie M. O’Daniel | $445,840 | 60% | $267,504 | 103.9% | $278,072 | | Heidi J. Matheys | $362,250 | 50% | $181,125 | 103.9% | $188,281 |

  76. Long-term Incentive

    Long-term Incentive Target long-term incentive opportunities for the Named Executive Officers are shown below. At its meeting in November 2022, the Compensation Committee held long-term incentive opportunities at the same level for each NEO in fiscal 2023 due to the pending sale of the Global Products business and adoption of a new peer group that would more closely align to Valvoline’s new financial size and retail-only focus.

  77. Changes in Target Long-term Incentive Opportunity

    Changes in Target Long-term Incentive Opportunity

  78. Changes in Target Long-term Incentive Opportunity

    | Executive | FY22 Target Opportunity | Change | FY23 Target Opportunity | | Samuel J. Mitchell, Jr. | $2,925,000 | — | $2,925,000 | | Mary E. Meixelsperger | $825,000 | — | $825,000 | | Lori A. Flees | $1,000,000 | — | $1,000,000 | | Julie M. O’Daniel | $400,000 | — | $400,000 | | Heidi J. Matheys | $275,000 | — | $275,000 |

  79. Changes in Target Long-term Incentive Opportunity

    | | PROXY STATEMENT 35 |

  80. Changes in Target Long-term Incentive Opportunity

    Consistent with prior years, the equity mix in fiscal 2023 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.

  81. FY2021-2023 PSUs

    FY2021-2023 PSUs In November 2020, the Compensation Committee awarded PSUs to each of the Named Executive Officers, other than Ms. Flees, for the FY2021-2023 performance period. Ms. Flees joined Valvoline after the grant date for the PSUs awarded for the FY2021-2023 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 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 2021, fiscal 2022 and fiscal 2023 performance periods. The performance metrics, as modified, are described below:

  82. FY2021-2023 PSUs

    | 36 PROXY STATEMENT | |

  83. Performance Against FY2021-2023 PSU Metrics

    Performance Against FY2021-2023 PSU Metrics

  84. Performance Against FY2021-2023 PSU Metrics

    | Targets | | | | | TSR Modifier | | | Payout | FY21 (25%) Adjusted EPS | FY22 (25%) Adjusted EPS | FY23 (25%) Adjusted Net Income (in millions) | FY21-23 (25%) 3-Year Average | Relative TSR Performance | Adjustment | | 25% | $1.472 | $1.735 | $158.177 | N/A | ≤25th %ile | -25% | | 50% | $1.554 | $1.831 | $166.965 | N/A | 26th – 74th %ile | 0% | | 100% | $1.636 | $1.928 | $175.753 | N/A | | | | 150% | $1.717 | $2.024 | $184.540 | N/A | | | | 200% | $1.799 | $2.121 | $193.328 | N/A | ≥75th %ile | +25% | | Actual Achievement | $1.762 | $2.112 | $182.300 | N/A | TSR: 70.9% | | | Payout | 177.3% | 195.4% | 137.3% | 170.0% | 72nd %ile of S&P MidCap 400 | | | Total Payout | 170.0% | | | | 0% Adjustment | | | Total Payout (as adjusted for Relative TSR Performance): 170.0% | | | | | | |

  85. Performance Against FY2021-2023 PSU Metrics

    At its meeting in November 2023, the Compensation Committee certified the performance results, set forth above, and approved a PSU payout for each of the applicable Named Executive Officers at 170.0% 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 20, 2023, as follows:

  86. Payouts for FY2021-2023 PSUs

    Payouts for FY2021-2023 PSUs

  87. Payouts for FY2021-2023 PSUs

    | Executive | Target Opportunity (Units) | Payout Percentage | Total PSUs Earned | | Samuel J. Mitchell, Jr. | 69,490 | 170.0% | 118,133 | | Mary E. Meixelsperger | 18,730 | 170.0% | 31,841 | | Lori A. Flees | — | — | — | | Julie M. O’Daniel | 7,860 | 170.0% | 13,362 | | Heidi J. Matheys | 5,440 | 170.0% | 9,248 |

  88. Payouts for FY2021-2023 PSUs

    | | PROXY STATEMENT 37 |

  89. Design of FY2023-2025 PSUs

    Design of FY2023-2025 PSUs In November 2022, consistent with our regular annual grant cycle, the Compensation Committee awarded PSUs to the Named Executive Officers for the fiscal 2023-2025 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 Net Income growth with a relative TSR modifier, as described below:

  90. Design of FY2023-2025 PSUs

    | | Design | Rationale | | Adjusted Net Income 100% of PSU award | • 25% for each fiscal year during the performance period (75% total). • 25% for the cumulative fiscal 2023-2025 performance period. • One absolute adjusted Net Income 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 Net Income. • All awards vest at the end of the three-year performance period, subject to a participant’s continuous employment through September 30, 2025. • 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 Net Income 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 Net Income growth goals. |

  91. Design of FY2023-2025 PSUs

    | Relative TSR +/- 25% Modifier | • Measured against S&P MidCap 400 Index from October 1, 2022 to September 30, 2025 • 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% | |

  92. Severance Benefits

    Severance Benefits Our Named Executive Officers are covered by the Severance Pay Plan, which provides benefits in the event of a covered termination from employment absent a change in control.

  93. Conditions for Severance Benefits

    Conditions for Severance Benefits

  94. Conditions for Severance Benefits

    | Covered Terminations | Post-employment Covenants | | • Permanent closing of a location or plant; • Job discontinuance; • Resignation for good reason (defined as a reduction of 15% or more of the sum of base salary and target annual bonus 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 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 |

  95. Conditions for Severance Benefits

    | | PROXY STATEMENT 39 |

  96. 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.

  97. Severance Benefits

    Severance Benefits

  98. Severance Benefits

    | Executive | Cash Severance | Annual Bonus | Outplacement Services | Health Benefit Continuation | Equity Vesting | | Samuel J. Mitchell, Jr.(1) | 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 | | | Lori A. Flees | | | | | | | Julie M. O’Daniel | | | | | | | Heidi J. Matheys(2) | | | | | |

  99. Severance Benefits

    | (1) Mr. Mitchell voluntarily retired from Valvoline, effective September 30, 2023, which was not a covered termination under the Severance Pay Plan. |

  100. Severance Benefits

    | (2) In connection with the sale of the Global Products business, Ms. Matheys’ role was eliminated effective September 30, 2023, entitling her to the severance benefits discussed above, including full vesting of outstanding equity awards. |

  101. Change in Control Benefits

    Change in Control Benefits All of our Named Executive Officers have a double-trigger change in control agreement with us that have substantially the same terms and conditions as summarized in the table below. Mr. Mitchell’s and Ms. Matheys’ change in control agreements expired upon their retirement and separation from service, respectively.

  102. Change in Control Benefits

    | 40 PROXY STATEMENT | |

  103. Summary of Change in Control Provisions

    Summary of Change in Control Provisions

  104. Summary of Change in Control Provisions

    | | CEO | All Other NEOs | | Protection Period | • Two years following change in control | • Two years following change in control for cash severance payments; and • Two years following change in control for vesting of equity awards in accordance with the terms of the 2016 Incentive Plan | | 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 prior three fiscal years preceding the fiscal year in which the termination occurs, in a lump sum, paid in the seventh month following termination; • 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 and financial planning services for one year after termination; • Payment of all unused, earned and accrued paid-time off in a lump sum in the seventh month following termination; and • Vesting of all outstanding RS/RSUs, SARs and stock options | • 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; • 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 up to $25,000; • Payment of all unused, earned and accrued paid-time off; and • Vesting of all outstanding RS/RSUs, SARs and stock options | | Definition of Cause | • Willfully failing to substantially perform duties after a written demand for such performance (except in the case of disability); • Willfully engaging in gross misconduct demonstrably injurious to Valvoline after a written request to cease such misconduct; or • Conviction or 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 | • Willfully failing to substantially perform duties (except in the case of disability); • Willfully engaging in gross misconduct demonstrably injurious to Valvoline; or • Conviction or plea of nolo contendere for a felony involving moral turpitude | | 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 | |

  105. Summary of Change in Control Provisions

    | | PROXY STATEMENT 41 |

  106. Summary of Change in Control Provisions

    | | CEO | All Other NEOs | | 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 • Material breach of the executive change in control agreement or a failure to assume such agreement | • 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; • Failure to continue incentive plans, whether cash or equity, or any other plan or arrangement to receive Valvoline securities; or • Material breach of the executive change in control agreement or a failure to assume such agreement | | Definition of Qualifying Termination | • Termination 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 | | | 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 |

  107. Summary of Change in Control Provisions

    | 42 PROXY STATEMENT | |

  108. 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 2023, 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 Director Field Operations Incentive Plan, and Retail Services Business Development 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.

  109. Peer Group

    Peer Group At its meeting in July 2023, the Compensation Committee approved a new peer group that more closely aligns with Valvoline’s current financial size and complexity, as well as future strategic priorities. In considering potential constituents for a new retail-focused peer group, the Compensation Committee focused on companies of a similar financial size, and companies that meet, among certain other criteria, one or more of the following characteristics: operate storefronts, offer specialized consumer services, rely on repeat customers, or use a franchise/license model. The fiscal 2024 peer group is composed of the following companies:

  110. 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. | Mister Car Wash, Inc. | Monro, Inc. | | National Vision Holdings, Inc. | The Container Store Group | The Wendy’s Company | | Warby Parker Inc. | Wingstop Inc. | |

  111. Annual Incentive

    Annual Incentive The fiscal 2024 annual incentive opportunity will be based on a combination of Valvoline’s Net Sales (50%) and adjusted EBIT (50%) consistent with the fiscal 2023 annual incentive opportunity. The Compensation Committee believes these metrics are closely aligned to the financial and strategic goals of a pure retail services business.

  112. Long-term Incentive (PSUs)

    Long-term Incentive (PSUs) As discussed above, the Compensation Committee utilized adjusted Net Income as the performance metric for fiscal 2023-2025 PSU awards 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. Having closed the sale of the Global Products business and completed a significant portion of the planned share repurchases in fiscal 2023, the Compensation Committee, at its meeting in November 2023, reverted to using adjusted EPS as the performance metric for fiscal 2024-2026 PSU awards. Both in-flight PSU awards (FY22-FY24 and FY23-FY25) will continue to be measured by adjusted Net Income. Relative TSR will continue to be measured against the S&P Midcap 400 Index and act as a modifier at the end of each three-year performance periods for all three outstanding grants.

  113. CEO Compensation

    CEO Compensation In August 2023, Valvoline announced that Ms. Flees would succeed Mr. Mitchell as the Company’s Chief Executive Officer and as a member of the Board. In connection with her promotion to CEO, the Compensation Committee approved an increase in Ms. Flees’ annual base salary from $700,000 to $900,000 and her target annual incentive compensation opportunity from 75% to 100% of her annual base salary, effective October 1, 2023. In addition, the Compensation Committee approved an increase in Ms. Flees’ target long-term incentive opportunity from $1 million to $2.5 million, which became effective with the grant of her fiscal 2024 equity award in November 2023.

  114. 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.

  115. 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 Compen- sation(3) ($) (g) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) ($) (h) | All Other Compen- sation(5) ($) (i) | Total ($) (j) | | Samuel J. Mitchell, Jr. Chief Executive Officer | 2023 | 1,058,870 | — | 2,210,622 | 731,245 | 1,100,696 | — | 215,376 | 5,316,809 | | | 2022 | 1,040,965 | — | 2,232,680 | 731,313 | 1,043,047 | — | 246,753 | 5,294,758 | | | 2021 | 1,010,580 | — | 2,273,305 | 718,758 | 1,515,870 | — | 229,102 | 5,747,615 | | Mary E. Meixelsperger Chief Financial Officer | 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 | | | 2021 | 586,140 | — | 612,837 | 193,764 | 659,409 | — | 124,162 | 2,176,312 | | Lori A. Flees Senior Vice President and President, Retail Services | 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 | | Julie M. O’Daniel Senior Vice President, Chief Legal Officer and Corporate Secretary | 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 | | | 2021 | 425,505 | — | 257,159 | 81,265 | 382,955 | 1,070 | 78,025 | 1,225,979 | | Heidi J. Matheys Senior Vice President, Chief Commercial and Transformation Officer | 2023 | 362,250 | — | 207,847 | 68,744 | 188,281 | — | 61,088 | 888,210 |

  116. Summary Compensation Table

    | (1) The fiscal 2023 amounts in column (e) represent the aggregate grant date fair value of fiscal 2023-2025 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 2023-2025 PSUs and time-based RSUs. |

  117. Summary Compensation Table

    | The grant date fair value for the fiscal 2023-2025 PSUs for the NEOs receiving such awards would be as follows if maximum performance was achieved for the three-year performance period: Mr. Mitchell—$3,656,266; Ms. Meixelsperger—$1,031,208; Ms. Flees—$1,249,993; Ms. O’Daniel—$500,015; and Ms. Matheys—$343,766. |

  118. Summary Compensation Table

    | (2) Amounts reported in column (f) for fiscal 2023 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. |

  119. Summary Compensation Table

    | (3) The fiscal 2023 amounts in column (g) represent the amounts earned with respect to fiscal 2023 annual incentive awards. |

  120. Summary Compensation Table

    | (4) Valvoline’s non-qualified deferred compensation arrangements do not provide above-market or preferential earnings; therefore, for fiscal 2023, the amounts in column (h) represent only the one-year change between September 30, 2022 and September 30, 2023 in the present value of accrued benefits under qualified and non-qualified defined benefit plans. These plans are more fully discussed in the narrative to the Pension Benefits table. |

  121. Summary Compensation Table

    | | PROXY STATEMENT 47 |

  122. Summary Compensation Table

    | (5) Amounts reported in column (i) for fiscal 2023 are composed of the following items: |

  123. Summary Compensation Table

    | Executive | 401(k) Plan Employer Contributions | Matching Charitable Contributions (a) | Non-Qualified Defined Contribution Employer Contributions (b) | Financial Planning | Relocation Expenses | Total | | S.J. Mitchell | $26,400 | $30,049 | $143,092 | $15,835 | — | $215,376 | | M.E. Meixelsperger | $26,537 | $20,205 | $60,647 | $15,835 | — | $123,224 | | L.A. Flees | $20,461 | $1,050 | $74,060 | $6,707 | $9,833 | $112,111 | | J.M. O’Daniel | $26,076 | $300 | $32,069 | $15,835 | — | $74,280 | | H.J. Matheys | $24,626 | $2,000 | $18,627 | $15,835 | — | $61,088 |

  124. Summary Compensation Table

    | (a) The amounts in this column represent matching charitable contributions made during fiscal 2023 by Valvoline on behalf of the Named Executive Officer through a program available to all salaried U.S.-based Valvoline employees. |

  125. Summary Compensation Table

    | (b) The amounts in this column represent Valvoline contributions made during fiscal 2023 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. |

  126. Summary Compensation Table

    | 48 PROXY STATEMENT | |

  127. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 The following table sets forth certain information regarding the annual and long-term (SARs, RSUs and PSUs) incentive awards granted during fiscal 2023 to each of the Named Executive Officers.

  128. Grants of Plan-Based Awards for Fiscal 2023

    | Name | Grant Date | 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) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | (j) | (k) | (l) | | S.J. Mitchell | | 529,435 | 1,058,870 | 1,588,305 | | | | | | | | | | 11/29/22 | | | | 7,630 | 40,693 | 101,733 | | | | 1,462,506 | | | 11/29/22 | | | | | | | 23,090 | | | 748,116 | | | 11/29/22 | | | | | | | | 58,313 | 32.40 | 731,245 | | M.E. Meixelsperger | | 230,307 | 460,613 | 690,920 | | | | | | | | | | 11/29/22 | | | | 2,152 | 11,477 | 28,693 | | | | 412,483 | | | 11/29/22 | | | | | | | 6,512 | | | 210,989 | | | 11/29/22 | | | | | | | | 16,447 | 32.40 | 206,245 | | L.A. Flees | | 262,500 | 525,000 | 787,500 | | | | | | | | | | 11/29/22 | | | | 2,609 | 13,912 | 34,780 | | | | 499,997 | | | 11/29/22 | | | | | | | 7,894 | | | 255,766 | | | 11/29/22 | | | | | | | | 19,936 | 32.40 | 249,997 | | J.M. O’Daniel | | 133,752 | 267,504 | 401,256 | | | | | | | | | | 11/29/22 | | | | 1,043 | 5,565 | 13,913 | | | | 200,006 | | | 11/29/22 | | | | | | | 3,158 | | | 102,319 | | | 11/29/22 | | | | | | | | 7,974 | 32.40 | 99,994 | | H.J. Matheys | | 90,563 | 181,125 | 271,688 | | | | | | | | | | 11/29/22 | | | | 717 | 3,826 | 9,565 | | | | 137,506 | | | 11/29/22 | | | | | | | 2,171 | | | 70,340 | | | 11/29/22 | | | | | | | | 5,482 | 32.40 | 68,744 |

  129. Grants of Plan-Based Awards for Fiscal 2023

    | (1) The dollar amounts in these columns represent the potential annual incentive payouts for fiscal 2023. The actual dollar amounts earned for fiscal 2023 were paid in December 2023 and are included in column (g) of the Summary Compensation Table. |

  130. Grants of Plan-Based Awards for Fiscal 2023

    | (2) The PSU amounts in these columns represent the potential payments for the fiscal 2023-2025 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. |

  131. Grants of Plan-Based Awards for Fiscal 2023

    | (3) The RSUs granted to each of the NEOs on November 29, 2022, vest one-third on each of the first three anniversaries following the grant date. |

  132. Grants of Plan-Based Awards for Fiscal 2023

    | (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. |

  133. Grants of Plan-Based Awards for Fiscal 2023

    | (5) 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 4.24% to 4.78% 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 43%, based on the actual volatility of the daily closing price of Valvoline Common Stock for the three-year period prior to the grant date; (d) expected term of 3.0 years, and (d) an initial TSR of 18.1% (78th percentile), based on the actual TSR performance for Valvoline and each company in the comparator group over the period from October 1, 2022 to the grant date; (ii) valuation of all SARs using the Black-Scholes valuation model, incorporating the following assumptions: (a) risk-free interest rate of 3.89% 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 0.39%; (c) expected volatility of 34.59% 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; and (iii) the grant date fair value of RSUs, using the closing price of Valvoline Common Stock of $32.40 on November 29, 2022. |

  134. Grants of Plan-Based Awards for Fiscal 2023

    | | PROXY STATEMENT 49 |

  135. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 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, 2023.

  136. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Grant Date | 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) | | S.J. Mitchell | 11/29/22 | 16,229 | — | | 32.40 | 11/29/2032 | | | | | | | 11/11/21 | 60,120 | — | | 35.25 | 11/11/2031 | | | | | | | 11/12/20 | 147,655 | — | | 21.60 | 11/12/2030 | | | | | | | 11/14/19 | 139,840 | — | | 23.01 | 11/14/2029 | | | | | | | 11/19/18 | 132,930 | — | | 20.37 | 11/19/2028 | | | | | | | 11/13/17 | 128,150 | — | | 23.08 | 11/13/2027 | | | | | | | 11/16/16 | 101,958 | — | | 20.29 | 12/16/2026 | | | | | | | 11/18/15 | 46,002 | — | | 20.80 | 12/18/2025 | | | | | | | 11/12/14 | 31,744 | — | | 20.99 | 12/12/2024 | | | | | | | 11/13/13 | 33,358 | — | | 16.67 | 12/13/2023 | | | | | | | | | | | | | 145,257 | 4,683,086 | 40,567 | 1,307,880 | | M.E. Meixelsperger | 11/29/22 | — | 16,447 | | 32.40 | 11/29/2032 | | | | | | | 11/11/21 | 10,420 | 10,420 | | 35.25 | 11/11/2031 | | | | | | | 11/12/20 | 30,150 | 10,050 | | 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 | | | | | | | | | | | | | 45,706 | 1,473,561 | 22,917 | 738,844 | | L.A. Flees | 11/29/22 | — | 19,936 | | 32.40 | 11/29/2032 | | | | | | | | | | | | | 18,846 | 607,595 | 29,912 | 964,363 | | J.M. O’Daniel | 11/29/22 | — | 7,974 | | 32.40 | 11/29/2032 | | | | | | | 11/11/21 | 5,055 | 5,055 | | 35.25 | 11/11/2031 | | | | | | | 11/12/20 | 12,645 | 4,215 | | 21.60 | 11/12/2030 | | | | | | | 11/14/19 | 15,810 | — | | 23.01 | 11/14/2029 | | | | | | | 11/19/18 | 3,500 | — | | 20.37 | 11/19/2028 | | | | | | | | | | | | | 19,873 | 640,705 | 11,115 | 358,348 | | H.J. Matheys | 11/29/22 | 5,482 | — | | 32.40 | 11/29/2032 | | | | | | | 11/11/21 | 6,950 | — | | 35.25 | 11/11/2031 | | | | | | | 11/12/20 | 11,680 | — | | 21.60 | 11/12/2030 | | | | | | | 11/14/19 | 10,950 | — | | 23.01 | 11/14/2029 | | | | | | | 11/19/18 | 9,330 | — | | 20.37 | 11/19/2028 | | | | | | | 11/12/14 | 7,801 | — | | 20.99 | 12/12/2024 | | | | | | | | | | | | | 21,378 | 689,227 | — | — |

  137. Outstanding Equity Awards at Fiscal 2023 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. For Mr. Mitchell, the amounts in columns (b) and (c) reflect the pro-rata vesting from the grant date to September 30, 2023, the date of Mr. Mitchell’s retirement, for the SARs granted on and after November 12, 2020. For Ms. Matheys, the amounts in columns (b) and (c) reflect 100% vesting of all unvested SARs as of September 30, 2023, the date of her separation from service for the SARs granted on or after November 12, 2020. |

  138. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (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: |

  139. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (i) Mr. Mitchell, the amounts in column (g) include: 118,133 earned PSUs granted on November 12, 2020 for the fiscal 2021-2023 performance period; 11,666 RSUs granted on November 12, 2020; 9,007 RSUs granted on November 11, 2021; and 6,451 RSUs |

  140. Outstanding Equity Awards at Fiscal 2023 Year-End

    | 50 PROXY STATEMENT | |

  141. Outstanding Equity Awards at Fiscal 2023 Year-End

    | granted on November 29, 2002. The RSUs reflect pro-rata vested amounts from the grant date to September 30, 2023, the date of Mr. Mitchell’s retirement, and will be distributed to Mr. Mitchell on April 1, 2024. |

  142. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (ii) Ms. Meixelsperger, the amounts in column (g) include: 31,841 earned PSUs granted on November 12, 2020 for the fiscal 2021-2023 performance period; 3,276 RSUs granted on November 12, 2020; 4,052 RSUs granted on November 11, 2021; and 6,537 RSUs granted on November 29, 2022; |

  143. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (iii) | Ms. Flees, the amounts in column (g) include: 10,922 RSUs granted on May 2, 2022; and 7,923 RSUs granted on November 29, 2022; |

  144. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (iv) Ms. O’Daniel, the amounts in column (g) include: 13,362 earned PSUs granted on November 12, 2020 for the fiscal 2021-2023 performance period; 1,376 RSUs granted on November 12, 2020; 1,965 RSUs granted on November 11, 2021; and 3,170 RSUs granted on November 29, 2022; |

  145. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (v) Ms. Matheys, the amounts in column (g) include: 9,248 earned PSUs granted on November 14, 2020 for the fiscal 2021-2023 performance period; 3,820 earned PSUs granted on November 11, 2021 for the fiscal 2022-2024 performance period; 3,826 earned PSUs granted on November 29, 2022 for the fiscal 2023-2025 performance period; 952 RSUs granted on November 12, 2020; 1,353 RSUs granted on November 11, 2021; and 2,179 RSUs granted on November 29, 2002. In connection with the elimination of Ms. Matheys’ position, her outstanding RSUs and PSUs for the fiscal 2022-2024 and fiscal 2023-2025 performance periods became fully vested and the PSUs were deemed earned at target. The RSUs and PSUs for the fiscal 2022-2024 and fiscal 2023-2025 performance periods will be distributed to Ms. Matheys on April 1, 2024. |

  146. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (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 $32.24, the closing price of Valvoline Common Stock on September 29, 2023. |

  147. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) The numbers in column (i) represent the PSUs granted on November 11, 2021 (May 2, 2022 for Ms. Flees) for the fiscal 2022-2024 performance period and on November 29, 2022 for the fiscal 2023-2025 performance period assuming target performance goals for each performance period are achieved. Specifically, for: |

  148. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (i) Mr. Mitchell, the amounts in column (i) include: 27,015 PSUs granted for the fiscal 2022-2024 performance period and 13,552 PSUs granted for the fiscal 2023-2025 performance period; each reflecting pro-rated amounts from the first day of the performance period to September 30, 2023, the date of Mr. Mitchell’s retirement; |

  149. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (ii) Ms. Meixelsperger, the amounts in column (i) include: 11,440 PSUs granted for the fiscal 2022-2024 performance period and 11,477 PSUs granted for the fiscal 2023-2025 performance period; |

  150. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (iii) | Ms. Flees, the amounts in column (i) include: 16,000 PSUs granted for the fiscal 2022-2024 performance period; and 13,912 PSUs granted for the fiscal 2023-2025 performance period; and |

  151. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (iv) Ms. O’Daniel, the amounts in column (i) include: 5,550 PSUs granted for the fiscal 2022-2024 performance period; and 5,565 PSUs granted for the fiscal 2023-2025 performance period. |

  152. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | PROXY STATEMENT 51 |

  153. Option Exercises and Stock Vested for Fiscal 2023

    Option Exercises and Stock Vested for Fiscal 2023 The following table sets forth certain information regarding the value realized by each Named Executive Officer during fiscal 2023 upon the exercise of SARs and the vesting of PSUs and RSUs.

  154. Option Exercises and Stock Vested for Fiscal 2023

    | Name (a) | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | | (#) | ($) | (#) | ($) | | | (b) | (c) | (d) | (e) | | S.J. Mitchell | 61,874 | 827,874 | 159,320 | 5,214,488 | | M.E. Meixelsperger | — | — | 43,044 | 1,408,760 | | L.A. Flees | — | — | 5,460 | 186,131 | | J.M. O’Daniel | 13,490 | 156,619 | 18,201 | 595,611 | | H.J. Matheys | 29,982 | 452,206 | 12,599 | 412,292 |

  155. Option Exercises and Stock Vested for Fiscal 2023

    | (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. |

  156. Option Exercises and Stock Vested for Fiscal 2023

    | (2) 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. |

  157. Option Exercises and Stock Vested for Fiscal 2023

    | 52 PROXY STATEMENT | |

  158. Pension Benefits for Fiscal 2023

    Pension Benefits for Fiscal 2023 The following table shows the actuarial present value of the Named Executive Officers’ accumulated benefits under each of Valvoline’s qualified and non-qualified pension plans, calculated as of September 30, 2023. Mses. Meixelsperger, Flees and Matheys are not eligible to participate in the qualified and non-qualified pension plans.

  159. Pension Benefits for Fiscal 2023

    | Name (a) | Plan Name(1) (b) | Number of Years Credited Service(2) (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | S.J. Mitchell | Ashland Hercules Pension Plan | 18 years 5 months | 299,774 | | | | Ashland Inc. Nonqualified Excess Benefit Pension Plan | 18 years 5 months | 110,762 | | | | Ashland Inc. Supplemental Early Retirement Plan for Certain Employees | 19 years 5 months | 4,102,326 | | | J.M. O’Daniel | Ashland Hercules Pension Plan | 8 years 2 months | 30,338 | |

  160. Pension Benefits for Fiscal 2023

    | (1) The Ashland Hercules Pension Plan (the “Pension Plan”) is a tax-qualified plan under Code Section 401(a). The Ashland Inc. Nonqualified Excess Benefit Pension Plan (the “Excess Plan”) is a non-qualified plan that is coordinated with the tax-qualified plan. The Ashland Inc. Supplemental Early Retirement Plan for Certain Employees (the “SERP”) is a non-qualified plan. The material terms of each of these plans are described in the narrative below. |

  161. Pension Benefits for Fiscal 2023

    | (2) The maximum number of years of credited service under the SERP is 20 years. The number of years of service for the SERP is measured from the date of hire. The number of years of service under the Pension Plan and the Excess Plan is measured from the date the NEO began participating in the Pension Plan. |

  162. 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. Mr. Mitchell and Ms. O’Daniel are the only NEOs who participate 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.

  163. Ashland Hercules Pension Plan (Pension Plan)

    | 54 PROXY STATEMENT | |

  164. Ashland Hercules Pension Plan (Pension Plan)

    The Pension Plan operated in conjunction with the Ashland Inc. Leveraged Employee Stock Ownership Plan (the “LESOP”) for eligible participants. The LESOP transferred to Valvoline upon separation from Ashland. Effective May 1, 2017, Valvoline merged the LESOP into the Valvoline Inc. 401(k) Plan. Provisions for coordination with the Pension Plan remained unchanged. 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) 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 2023 was 4.9%. 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.

  165. Non-Qualified Deferred Compensation for Fiscal 2023

    Non-Qualified Deferred Compensation for Fiscal 2023 The following table sets forth certain information for each of the Valvoline Named Executive Officers regarding non-qualified deferred compensation for fiscal 2023.

  166. Non-Qualified Deferred Compensation for Fiscal 2023

    | 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, 2023 ($) (f) | | S.J. Mitchell | — | 133,629 | 2,295,033 | — | 13,238,167 | | M.E. Meixelsperger | — | 52,478 | 31,457 | — | 346,337 | | L.A. Flees | 350,000 | 65,349 | 21,646 | — | 571,583 | | J.M. O’Daniel | — | 27,531 | 28,219 | — | 189,315 | | H.J. Matheys | — | 15,991 | 2,944 | — | 138,183 |

  167. Non-Qualified Deferred Compensation for Fiscal 2023

    | (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). |

  168. Non-Qualified Deferred Compensation for Fiscal 2023

    | (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. |

  169. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    Potential Payments Upon Termination or Change in Control for Fiscal 2023 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, 2023. 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, 2023, the last day of fiscal 2023. The equity incentive-based components are based on the closing price of Valvoline Common Stock as of September 29, 2023 ($32.24). 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.

  170. Potential Payments Upon Termination or Change in Control for Fiscal 2023 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) | | S.J. Mitchell | | | | | | | | Cash Severance (Unused PTO Days) | | | | 106,905 | | | | Accelerated SARs | | | | 239,358 | | | | RSUs | | | | 474,779 | | | | PSUs(1) | | | | 1,730,409 | | | | Incentive Compensation(2) | | | | 1,100,696 | | | | Welfare Benefit | | | | | | | | Outplacement | | | | | | | | Financial Planning(3) | | | | 31,670 | | | | Total | | | | $3,683,817 | | | | M.E. Meixelsperger | | | | | | | | Cash Severance | 930,307 | | | | | 2,158,607 | | Accelerated SARs | | 106,932 | | | | 106,932 | | RSUs | | 140,836 | | | | 446,986 | | PSUs(1) | | 442,093 | | | 442,093 | 848,754 | | Incentive Compensation(2) | 478,807 | 478,807 | | | 478,807 | 478,807 | | Welfare Benefit | 23,004 | | | | | 30,672 | | Outplacement | 11,500 | | | | | 23,000 | | Financial Planning(3) | 31,670 | 31,670 | | | | 31,670 | | Total | $1,475,288 | $1,200,338 | | | $920,900 | $4,125,429 |

  171. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | 58 PROXY STATEMENT | |

  172. Potential Payments Upon Termination or Change in Control for Fiscal 2023 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) | | L.A. Flees | | | | | | | | Cash Severance | 1,065,541 | | | | | 2,465,541 | | Accelerated SARs | | | | | | | | RSUs | | 292,427 | | | | 607,599 | | PSUs(1) | | 595,337 | | | 595,337 | 1,118,083 | | Incentive Compensation(2) | 545,738 | 545,738 | | | 545,738 | 545,738 | | Welfare Benefit | 26,010 | | | | | 34,680 | | Outplacement | 11,500 | | | | | 23,000 | | Financial Planning(3) | 31,670 | 31,670 | | | | 31,670 | | Total | $1,680,459 | $1,465,172 | | | $1,141,075 | $4,826,312 | | J.M. O’Daniel | | | | | | | | Cash Severance | 707,342 | | | | | 1,465,270 | | Accelerated SARs | | 44,848 | | 44,848 | | 44,848 | | RSUs | | 68,306 | | 68,306 | | 209,917 | | PSUs(1) | | 214,445 | | 214,445 | 214,445 | 411,669 | | Incentive Compensation(2) | 278,072 | 278,072 | | 278,072 | 278,072 | 278,072 | | Welfare Benefit | 16,848 | | | | | 22,464 | | Outplacement | 11,500 | | | | | 23,000 | | Financial Planning(3) | 31,670 | 31,670 | | 31,670 | | 31,670 | | Total | $1,045,432 | $637,341 | | $637,341 | $492,517 | $2,486,910 | | H.J. Matheys(7) | | | | | | | | Cash Severance | 565,667 | | | | | | | Accelerated SARs | 31,069 | | | | | | | RSUs | 76,206 | | | | | | | PSUs(1) | 402,489 | | | | | | | Incentive Compensation(2) | 188,281 | | | | | | | Welfare Benefit | 19,566 | | | | | | | Outplacement | 23,000 | | | | | | | Financial Planning(3) | 31,670 | | | | | | | Total | $1,337,948 | | | | | |

  173. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | (1) The PSU amounts identified in all of the columns except for column (g) are based on: |

  174. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | 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 |

  175. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | | PROXY STATEMENT 59 |

  176. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | 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. |

  177. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | The PSU amounts identified in column (g) are based on the full value of (i) the outstanding fiscal 2023-2025 PSUs at target and (ii) the outstanding fiscal 2022-2024 PSUs based on the forecast actual achievement (129.8%), each valued based on the closing price of Valvoline Common Stock of $32.24 as of September 29, 2023. |

  178. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | (2) The amounts identified in the Incentive Compensation row of columns (b), (c) and (e) represent a payment of the fiscal 2023 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 2023—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. |

  179. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | (3) Pursuant to an agreement between Valvoline and a financial planning services firm, each Named Executive Officer is eligible to receive two years of financial planning upon a termination without cause, disability, retirement, or following a change in control, |

  180. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | (4) For purposes of column (c), it is assumed that the NEO incurred a disabling event and termination on September 30, 2023. 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 2023 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. |

  181. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | (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. |

  182. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | (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, 2023, only Mr. Mitchell and Ms. O’Daniel met these requirements. Mr. Mitchell’s retirement on September 30, 2023 constituted a Qualifying Termination, entitling him to receive the benefits under the Valvoline Incentive Plan and the 2016 Incentive Plan, as set forth in column (e). |

  183. Potential Payments Upon Termination or Change in Control for Fiscal 2023 Table

    | (7) Ms. Matheys’ position was eliminated in connection with the sale of the Global Products business, effective as of September 30, 2023, and constituted a Covered Termination, entitling her to receive the benefits under the Severance Pay Plan and the 2016 Incentive Plan, as set forth in column (b). |

  184. Executive Change in Control Agreements

    | • | outstanding equity awards shall be treated in accordance with the terms of the 2016 Incentive Plan (as described below) |

  185. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | CEO Pay Ratio |

  186. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | | Total Annual Compensation | | Chief Executive Officer | $5,316,809 | | “Median Employee” | $38,579 | | CEO Pay Ratio | 138 to 1 |

  187. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | Pay Versus Performance |

  188. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | 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 on October 1, 2020 Based On: | | Net Income (in $m)(7) | Adjusted EPS (in $)(8) | | | | | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | | | | 2023 | 5,316,809 | 7,367,248 | 1,624,911 | 1,918,832 | 176 | 133 | 1,411 | 1.18 | | 2022 | 5,294,758 | 3,249,815 | 1,615,493 | 1,334,444 | 138 | 117 | 424 | 2.06 | | 2021 | 5,747,615 | 12,776,238 | 1,297,534 | 2,210,204 | 167 | 140 | 420 | 1.73 |

  189. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | (2) Represents the amount of “Compensation Actually Paid” to 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 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. |

  190. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | | Summary Compensation Table Total | 5,316,809 | 5,294,758 | 5,747,615 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,941,867) | (2,963,993) | (2,992,063) | | Less, change in pension value and Non-Qualified Deferred Compensation earnings | 0 | 0 | 0 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 2,746,714 | 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 | 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 | 1,521,859 | (444,178) | 1,632,946 | | Plus, change in dividends accrued | 6,107 | 27,656 | 34,301 | | Compensation Actually Paid to Mr. Mitchell | 7,367,248 | 3,249,815 | 12,776,238 |

  191. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | (4) Represents the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding Mr. Mitchell), 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. |

  192. 2016 Valvoline Inc. Incentive Plan Change in Control Provisions

    | Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total | 1,624,911 | 1,615,493 | 1,297,534 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (628,597) | (639,430) | (385,342) | | Less, change in pension value and Non-Qualified Deferred Compensation earnings | (354) | (278) | (7,487) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 586,898 | 519,947 | 717,368 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 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 | 189,379 | (54,158) | 206,265 | | Plus, change in dividends accrued | 1,517 | 4,534 | 6,628 | | Average Compensation Actually Paid to Non-PEO NEOs | 1,918,832 | 1,334,444 | 2,210,204 |

  193. 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.

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

    | 66 PROXY STATEMENT | |

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

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

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

    | | PROXY STATEMENT 67 |

  197. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph provides an illustration of the relationship between Compensation Actually Paid for the PEO and average NEO and the Company’s Net Income for the fiscal years ended September 30, 2023, 2022, and 2021.

  198. Compensation Actually Paid and Net Income

    | 68 PROXY STATEMENT | |

  199. Compensation Actually Paid and Adjusted EPS

    Compensation Actually Paid and Adjusted EPS The following graph provides an illustration of the relationship between Compensation Actually Paid for the PEO and average NEO and the Company’s Adjusted EPS for the fiscal years ended September 30, 2023, 2022, and 2021.

  200. Compensation Actually Paid and Adjusted EPS

    | | PROXY STATEMENT 69 |

  201. Compensation Actually Paid and Adjusted EPS

    | Compensation of Directors |

  202. Fiscal 2023 Director Compensation Program

    Fiscal 2023 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 last reviewed the competitiveness of the Company’s non-employee director compensation program utilizing market data provided by Deloitte in November 2021 to recommend the annual cash and equity retainers for the director compensation program. The Board approved the Compensation Committee’s recommendations at its meeting in November 2021. The Compensation Committee did not recommend, and the Board did not make, any changes to the director compensation program for fiscal 2023 due to the pending sale of the Global Products business and anticipated adoption of a new peer group. The following is a description of our director compensation program for non-employee directors for fiscal 2023. Mr. Mitchell, Valvoline’s Chief Executive Officer in fiscal 2023, did not receive additional compensation for his service on the Board.

  203. Director Compensation Table

    Director Compensation Table The following table is a summary of compensation information for fiscal 2023 for Valvoline’s non-employee directors.

  204. Director Compensation Table

    | Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards(2) ($) (c) | Total ($) (d) | | Gerald W. Evans, Jr. | 110,208 | 141,421 | 251,629 | | Richard J. Freeland | 215,000 | 141,421 | 356,421 | | Carol H. Kruse | 100,000 | 141,421 | 241,421 | | Stephen E. Macadam | 31,944 | — | 31,944 | | Vada O. Manager | 115,000 | 141,421 | 256,421 | | Patrick S. Pacious | 22,397 | 74,920 | 97,317 | | Jennifer L. Slater | 100,000 | 141,421 | 241,421 | | Charles M. Sonsteby | 106,389 | 141,421 | 247,810 | | Mary J. Twinem | 118,403 | 141,421 | 259,824 |

  205. 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. During fiscal 2023, Ms. Kruse deferred $100,000 and Mr. Sonsteby deferred $30,000 of their retainers to the Director Deferral Plan. |

  206. Director Compensation Table

    | (2) The values reflected in column (c) represent the grant date value of the fiscal 2023 restricted stock unit award made on January 26, 2023 to all non-employee directors who were elected at the 2023 Annual Meeting. For Mr. Pacious, the amount represents the grant date value of the pro-rated fiscal 2023 restricted stock unit award made on July 11, 2023 in connection with his appointment to the Board. These amounts were calculated in accordance with FASB ASC Topic 718 using the closing price of Valvoline Common Stock of $35.83 on November 29, 2022 and $37.46 on July 11, 2023 for the restricted stock unit awards made on such dates. |

  207. Director Compensation Table

    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, 2023.

  208. Director Compensation Table

    | Name | Shares of Restricted Stock (#) | Restricted/ Deferred Stock Units (1) (#) | | Gerald W. Evans, Jr. | — | 18,943 | | Richard J. Freeland | 4,937 | 30,688 | | Carol H. Kruse | — | 24,381 | | Vada O. Manager | 4,937 | 186,439 | | Patrick S. Pacious | — | 2,000 | | Jennifer L. Slater | — | 6,493 | | Charles M. Sonsteby | 4,937 | 42,535 | | Mary J. Twinem | 4,937 | 35,595 |

  209. Director Compensation Table

    | (1) Includes credit for reinvested dividends allocated since grant date for all directors. |

  210. Director Compensation Table

    | | PROXY STATEMENT 71 |

  211. Director Compensation Table

    | Miscellaneous |