2024 ESG Report FINAL - Report - Page 73
Governance
• Offering dialogue to our 100 largest
stockholders.
Political Engagement
• Engaging with stockholders that held
approximately 50% of our outstanding shares
of common stock.63
Valero believes that constructive participation
in the political process is an important means
of enhancing stockholder value and promoting
good corporate citizenship.
• Holding at least 67 different meetings with
stockholders and proxy advisory 昀椀rms, many of
which included the participation of members
of our senior leadership and/or our Board.
In response to stockholder and stakeholder
feedback, the following disclosures and/or
changes were recently made:
• Relative TSR performance target for Valero’s
performance shares set above the median
of the peer group for grants of performance
shares.
• A cap on overall performance share payouts
at 100% of target, when Valero’s TSR over the
performance period is negative.
• Stock Ownership and Retention Guidelines were
enhanced by increasing the required value
of Valero Common Stock owned by senior
executives as a multiple of salary by 50% above
previous levels.64
• Use of Product GHG emissions Intensity
disclosure.
• Value chain analysis.
• TCFD Report (IEA Net Zero by 2050).
• 2023 Environmental Justice Audit Report and
Racial Equity Assessment.
• Independent third-party limited assurance of
company-wide GHG emissions (Scopes 1 and
2), company-wide life cycle GHG emissions
displacements from low-carbon fuels,
company-wide Use of Product GHG emissions
Intensity disclosures and the validation of our
2035 GHG emissions target.
• 2050 GHG reduction/displacement ambition
covering Scopes 1, 2, 3, and 4.
• Revised Executive Compensation Clawback
Policy that goes beyond the minimum
requirements of the SEC and the New York
Stock Exchange.
Board Oversight — The CEO and the General
Counsel review and approve recommendations
by Valero’s government affairs team on
political contributions and lobbying activities.
Additionally, the Sustainability and Public Policy
Committee is responsible for assisting the Board
with oversight of Valero's political contributions
and lobbying activities and receives, at
least once annually, a formal report from
management on these activities.
Policy Advocacy — As part of our engagement,
we may advocate directly or with trade
associations on issues that affect our business
and the energy industry. Our trade association
participation focuses on being an active
member of business communities where
we work and live, learning and sharing best
practices from safety and environmental to
labor and technologies, as well as promoting
dialogue and advocacy for positions that are in
the best interest of our business.
Climate-lobbying Alignment Analysis —
We conducted a review of climate lobbying
activities and concluded that certain trade
associations with lobbying activities were
substantially aligned with, or were in the process
of aligning with, Valero’s vision of providing
affordable transportation fuels, while reducing
GHG emissions.
Political Participation — Valero complies
with all applicable laws and regulations when
considering participation in the political process
with corporate contributions.
Our political participation webpage provides
comprehensive and updated political
disclosures:
www.valero.com > Investors > ESG > Political
Engagement > Political Participation.
Environmental, Social and Governance Report •
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