Deborah P. Majoras
VALERO ENERGY CORP/TXAbout Deborah P. Majoras
Independent director of Valero Energy Corporation since 2012; age 61. Former President and Advisor to the CEO, Chief Legal Officer/Secretary, and General Counsel at Procter & Gamble; prior Chair of the U.S. Federal Trade Commission and Deputy Assistant Attorney General at DOJ Antitrust; earlier partner at Jones Day. Currently chairs Valero’s Sustainability and Public Policy Committee and serves on the Nominating and Corporate Governance Committee; external boards include American Express (nominating/governance and risk committees) and non‑executive director at Brunswick Group, with additional nonprofit governance roles (USGA executive committee; UVA Law School Foundation; Westminster College; First Tee Foundation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Procter & Gamble Company | President and Advisor to the CEO | Jul 2022–Sep 2022 | Served on Global Leadership Council and ESG Executive Council; co-created “Citizenship” program (precursor to ESG) . |
| The Procter & Gamble Company | Chief Legal Officer and Secretary | 2010–Jul 2022 | Oversaw global legal group of >500; Equality & Inclusion Council; post-COVID well‑being program . |
| The Procter & Gamble Company | SVP & General Counsel | 2008–2010 | Global legal leadership . |
| U.S. Federal Trade Commission | Chair | 2004–2008 | Experience in oil/gas markets, IP, data security, consumer protection (cyber/IT risks) . |
| U.S. DOJ Antitrust Division | Deputy Assistant Attorney General | 2001–2004 | Oversaw matters across software, financial networks, media/entertainment, industrial equipment . |
| Jones Day | Associate/Partner | 1991–1999 (assoc.), Partner 1999 | Antitrust and corporate legal practice . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Director; Nominating, Governance & Public Responsibility Committee; Risk Committee | Current | Governance and risk oversight at a global financial services firm . |
| Brunswick Group | Non‑Executive Director | Since Sep 2023 | Strategic advisory focus across business/politics/society . |
| United States Golf Association | Executive Committee | Current | Governance and risk management experience . |
| University of Virginia Law School Foundation | Board Member | Current | Governance experience . |
| Westminster College | Board Member | Current | Governance experience . |
| First Tee Foundation | Board Member | Current | Governance experience . |
Board Governance
- Independence: Board determined Ms. Majoras is independent under NYSE standards; all four key committees (Audit; Human Resources & Compensation; Nominating & Corporate Governance; Sustainability & Public Policy) are fully independent .
- Overboarding/commitments: Directors comply with enhanced overboarding policy; periodic assessment of director capacities; audit committee cap of three audit committees per director .
- Attendance/engagement: 2024 Board held 6 meetings; 100% director attendance; >98% aggregate committee attendance; all directors attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Attendance/Notes |
|---|---|---|---|
| Sustainability & Public Policy (SPP) | Chair | 5 | ~96% aggregate avg attendance per member; tailored structure includes chairs of other committees and Lead Director; focus on HSE, sustainability/climate, public policy, political/lobbying; encourages all directors to attend . |
| Nominating & Corporate Governance (NCG) | Member | 4 | 100% attendance by each member; oversees board skills/refreshment, governance principles, annual evaluations, director education, and related‑party transactions; recommended slate, committee chairs, Chairman and Lead Director elections . |
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual Cash Retainer | 130,000 | Non‑employee director retainer; no meeting fees . |
| Committee Chair Fee | 25,000 | Additional cash for SPP chair role; total cash fees for Majoras = $155,000 . |
| Equity Grant (Stock Units) | 200,010 | Grant date fair value; 1,381 stock units awarded at May 15, 2024 annual meeting; one‑year holding period elected by each re‑elected director . |
| Equity Program Terms | — | Stock units vest at next annual meeting; dividend equivalents; upon vest or end of holding period, director may elect 22% or 37% in cash, remainder in shares; annual director equity cap $500,000; no stock options granted to directors in 2024 . |
| Total | 355,010 | Fees + equity value per Director Compensation table . |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Annual Bonus / Performance Cash | None disclosed | Director compensation paid via retainer and committee chair cash; no bonus structure disclosed for directors . |
| PSUs or Performance Equity | None disclosed | Annual director equity is time‑based stock units, not performance shares . |
| Stock Options | Not granted | No director stock options granted in 2024 . |
| Clawback/Hedging/Pledging | Prohibitions in place | Directors prohibited from hedging or pledging Valero stock; executive compensation clawback policy extends beyond SEC/NYSE minimums (executives) . |
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Interlock/Conflict Assessment |
|---|---|---|---|
| American Express | Financial Services | Director; Nominating/Governance & Public Responsibility; Risk | Board reviewed director affiliations and determined no material relationship; independence affirmed . |
| Brunswick Group | Strategic Advisory | Non‑Executive Director | Advisory role; not a supplier/customer; independence affirmed by Board . |
Expertise & Qualifications
- Government/regulatory, energy industry, cybersecurity/IT: FTC Chair; DOJ Antitrust leadership; exposure to oil/gas markets, data security, consumer protection; private sector leadership at P&G .
- Human capital and governance/risk: Led global legal teams, inclusion initiatives, and employee well‑being at P&G; broad governance roles; current SPP chair enhances HSE and sustainability oversight .
Equity Ownership
| Holder | Shares Held | Shares Under Options | Total Shares | Percent of Class | Pledged | Date | |---|---:|---:|---:|---|---| | Deborah P. Majoras | 27,936 | — | 27,936 | * | None | Mar 10, 2025 . |
- Outstanding stock units (as of Dec 31, 2024): 3,422 units; includes 2,041 units that vested at the 2024 annual meeting subject to one‑year holding period .
- Stock ownership guideline (directors): Must hold at least 5x annual cash retainer in Valero stock; 5‑year compliance window from initial election; restricted stock units and deferred shares count; unvested options and unearned performance shares do not .
- Hedging/pledging: Directors prohibited from hedging or pledging Valero shares; compliance monitored by the HR & Compensation Committee .
Governance Assessment
- Strengths: Independent status; chairs SPP with tailored cross‑committee structure that elevates HSE/sustainability/public policy oversight; strong attendance; equity‑based alignment via annual stock units; robust governance policies (overboarding limits, proxy access, director equity caps, anti‑hedging/pledging) .
- Signals: High shareholder support—2024 director nominees averaged ~96.6%; say‑on‑pay approval 94.9% for 2023—supports confidence in governance/compensation oversight .
- Conflicts risk: Board’s annual related‑party and independence review found no material relationships; aircraft time‑sharing arrangements for executives reviewed and below related‑party thresholds; no compensation committee interlocks; no Item 404 transactions for compensation committee members .
- Watchpoints: External board/service portfolio (American Express; Brunswick Group; nonprofit roles) monitored under enhanced overboarding policy; NCG’s periodic capacity assessment mitigates overcommitment and interlock risks .