2024 ESG Report FINAL - Report - Page 67
Governance
Eric D. Mullins
Chairman and
CEO, Lime Rock
Resources
Committee: Audit
Robert A.
Profusek
Partner and
Practice Leader,
Global Mergers and
Acquisitions, Jones
Day; Valero Lead
Director
Lane Riggs
Chief Executive
Of昀椀cer and
President,
Valero Energy
Corporation
Committees:
Human Resources
and Compensation;
and Sustainability
and Public Policy
Randall J.
Weisenburger
Managing
Member, Mile 26
Capital LLC; former
EVP and CFO,
Omnicom Group
Inc.
Committee:
Human Resources
and Compensation
Rayford
Wilkins, Jr.
Retired CEODiversi昀椀ed
Businesses, AT&T
Inc.
Committees:
Human Resources
and Compensation
(Chair); and
Sustainability and
Public Policy
Board Oversight – HSE, Public Policy, Sustainability
and Climate
Integrated and Multidisciplinary Approach to Oversight
The challenges and opportunities presented by sustainability and climate-related
matters are particularly broad-ranging, complex and interrelated, and as a result
often overlap across multiple areas of respective responsibility of each of our Board
committees. In order to manage and oversee such matters, each of the Board’s
committees assists the full Board with oversight of certain sustainability and climaterelated matters within its area of respective responsibility and expertise. Public policy,
sustainability and climate-related matters are a particular focus of the Sustainability
and Public Policy Committee, and such matters have been discussed at every meeting
the committee has ever held. The committee also receives, at least annually, a report
on Valero’s HSE efforts and climate lobbying and political activities.
11 Directors:*
6 New Directors Since 2016
9 Independent Directors
7 Directors represent gender
or racial/ethnic diversity
4
36.4%
Men
At the corporate level, an executive of昀椀cer who holds the positions of Senior Vice
President, General Counsel and Secretary has oversight of certain functions actively
involved in climate-related management. This position reports directly to the CEO and
provides updates to all levels of management, including the Board.
Women
1
3
36.4%
Tailored Structure and Codi昀椀cation of Duties
The structure and composition of the Sustainability and Public Policy Committee was
speci昀椀cally tailored to enhance the Board’s oversight of HSE, public policy, sustainability
and climate-related matters, and its committee charter codi昀椀es its oversight and
responsibilities with respect to such matters. In order to provide knowledge and insight
from each of the Board’s committees, as well as its senior independent leadership, and
facilitate collaboration and coordination with the full Board and among the Board’s
other committees, the Sustainability and Public Policy Committee is comprised of 昀椀ve
independent members, consisting of Ms. Majoras (as the committee’s current chair),
the chairs of each of the Board’s other committees, and Valero’s Lead Director. We also
encourage, but do not require, all directors to attend meetings of the Sustainability
and Public Policy Committee. This structure allows the HSE, public policy, sustainability
and climate-related matters discussed at Sustainability and Public Policy Committee
meetings to permeate all of the meetings and discussions of the Board and its other
committees and facilitates effective oversight of such matters.
Women
7
Racial/Ethnic
Diversity
7
White
Black/African
American
Hispanic/
Latino
3
4
62.9 yrs
Average
Age
4
50s
60s
70s
3
4
6 new
Directors
since 2016
2
≤4
2
5-9
10-12
Years Tenure
≥13
* Age and tenure data as of 12/31/23.
Tenure is not rounded up.
Environmental, Social and Governance Report •
67
