William Klesse
About William R. Klesse
Independent director at Occidental Petroleum (OXY) since 2013; age 78. Former CEO (2006–May 2014) and Chairman (2007–Dec 2014) of Valero Energy, with prior roles as President (2008–2013), EVP & COO (2003–2005), and executive leadership at Ultramar Diamond Shamrock and Diamond Shamrock. Holds a B.S. in Chemical Engineering (University of Dayton) and an MBA (Finance) from West Texas A&M University . The Board has determined he is independent under NYSE standards (9 of 10 nominees independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valero Energy | Chief Executive Officer | 2006–May 2014 | Led global fuels/petrochemicals firm; oversaw strategy and operations |
| Valero Energy | Chairman of the Board | 2007–Dec 2014 | Board leadership during industry and M&A cycles |
| Valero Energy | President | 2008–2013 | Executive leadership of operations |
| Valero Energy | EVP & COO | 2003–2005 | Enterprise operations oversight |
| Valero Energy | EVP, Refining & Commercial Ops | Pre-2003 (post-2001 acquisition) | Oversaw refining post-Ultramar Diamond Shamrock acquisition |
| Ultramar Diamond Shamrock | Executive Vice President (Refining) | Pre-2001 | Executive leadership before acquisition by Valero |
| Diamond Shamrock | Various roles | 45+ year industry career start | Long-tenured operating background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Dayton | Trustee | Not disclosed | Non-profit governance |
| Texas Biomedical Research Institute | Trustee | Not disclosed | Non-profit governance |
| United Way of San Antonio and Bexar County | Trustee | Not disclosed | Non-profit governance |
| The Briscoe Western Art Museum | Board member | Not disclosed | Non-profit governance |
| Christus Santa Rosa Foundation | Board member | Not disclosed | Non-profit governance |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director per Board determination under NYSE standards (9 of 10 nominees independent) |
| OXY Committees | Environmental, Health & Safety (Chair); Executive Compensation (Member) |
| Committee Meetings (2024) | EHS: 4 meetings; Executive Compensation: 3 meetings |
| Board/Committee Attendance | Each director attended >85% of Board and committee meetings in 2024; Board held 7 meetings (1 strategy session) |
| Executive Sessions | Independent directors held five executive sessions in 2024, chaired by the Independent Chairman |
| Board Leadership | Independent Chairman structure; responsibilities include agendas, executive sessions, committee leadership input, and shareholder liaison |
| HSE/Sustainability Oversight | EHS Committee oversees compliance and performance; Sustainability & Shareholder Engagement Committee oversees climate, sustainability reporting and engagement |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer (actual paid) | $118,750 | Director compensation table (reflects 2024 service) |
| Meeting Fees | None | No board/committee meeting fees |
| Chair Fees (structure) | Additional $25,000 (equity) per committee chaired | Paid as additional annual equity for committee chairs |
Additional structural details: In May 2024, the Governance Committee (with independent consultant Meridian) restored non-employee director compensation to 2019 levels. Program terms for 2024–2025: annual cash retainer $125,000 (non-employee directors); Chairman of the Board $155,000; annual equity award $225,000 (non-employee), $275,000 (Vice Chair), $405,000 (Chairman). No options, non-equity incentives, or retirement plans for non-employee directors .
Performance Compensation
Directors’ annual equity awards are not performance-based; they are fully vested at grant but subject to transfer/deferred settlement restrictions:
- Choice of form: common stock or deferred stock units (DSUs)
- Transfer/Settlement: 50% not transferable/settles until earlier of 3rd anniversary or separation; remaining 50% at separation; all accelerate in certain change-in-control events
- No director option awards
| Equity Component | Grant Date Fair Value (Klesse, 2024) | Performance Metric | Vesting/Restrictions |
|---|---|---|---|
| Annual equity + committee chair equity | $250,026 | None (director awards) | Fully vested; transfer/settlement restrictions as above |
Program indicator: non-employee director annual equity target $225,000; EHS Chair receives additional $25,000 equity, consistent with Klesse’s reported grant-date fair value .
Other Directorships & Interlocks
| Company | Status | Role/Committee |
|---|---|---|
| MEG Energy | Former public company directorship (within last 5 years) | Not specified |
- No OXY disclosure of current public company directorships for Klesse beyond OXY; no disclosed related-party transactions involving Klesse .
Expertise & Qualifications
- Core competencies: EHS & Sustainability; Executive Compensation; Finance/Capital Markets; Financial Reporting/Accounting; Industry Background; Investor Relations; Public Company Executive Experience; Risk Management .
- Deep refining and downstream operations leadership experience (Valero/Ultramar/Diamond Shamrock) .
Equity Ownership
| Item (as of March 1, 2025 unless noted) | Amount |
|---|---|
| Common Stock (includes restricted/deferred units as noted) | 182,989 shares |
| Warrants exercisable within 60 days | 29,760 |
| Total Beneficially Owned | 212,749 |
| Percent of Outstanding | <1% |
| Included Restricted/Deferred Units (within Common Stock) | 24,533 (restricted/DSUs subject to transfer restrictions) |
Ownership alignment and restrictions:
- Stock ownership guidelines: ≥6x annual cash retainer within 5 years; as of March 1, 2025, each non-employee director is in compliance or on track .
- Hedging prohibited for directors; insider trading policy in place .
- Award agreements and plan terms prohibit pledging/hedging of Restricted Stock; awards have minimum vesting and transfer constraints .
Governance Assessment
- Strengths: Independent long-tenured operator with deep HSE and compensation expertise; chairs EHS during a period of elevated climate and regulatory scrutiny; serves on Compensation Committee; Board maintains independent chair, annual elections, majority voting, robust evaluation, and strong shareholder engagement (independent director participation) .
- Alignment: Director equity is stock-based with multi-year holding/transfer restrictions; meaningful stock ownership guidelines in place; policies prohibit hedging; no meeting fees; chair responsibilities compensated via modest additional equity .
- Shareholder signals: Say-on-Pay support ~97% in 2021–2024 suggests broad investor alignment with compensation governance overseen by the Compensation Committee (of which Klesse is a member) .
- Conflicts/Related-party review: Governance Committee administers related-party policy; 2024 related-party items disclosed did not involve Klesse (Berkshire JV with a subsidiary and a management family employment item) .
- Attendance/engagement: >85% attendance and five independent executive sessions in 2024; seven total board meetings (one strategy-focused) indicate active oversight cadence .
No red flags identified in OXY disclosures specific to Klesse regarding related-party transactions, attendance, option repricing, hedging/pledging, or tax gross-ups for directors .