Eric D. Mullins
VALERO ENERGY CORP/TXAbout Eric D. Mullins
Independent director of Valero Energy since 2020, age 62, serving on the Audit and Human Resources & Compensation Committees and designated as an audit committee financial expert. Background includes Chairman & CEO of Lime Rock Resources (co‑founded 2005), former Co‑CEO/Chairman of LRE GP LLC (general partner of LRR Energy, L.P.), and Managing Director in Goldman Sachs’ Natural Resources Group; prior public company board service at ConocoPhillips (committee chair) and PG&E (safety/nuclear oversight, audit) underscores energy, financial, and risk oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lime Rock Resources | Chairman & CEO | Since 2005 | Oversees strategic, financial, operational aspects; led ESG focus on GHG reductions, flaring/methane elimination, well P&A, spill reduction |
| LRE GP, LLC (general partner of LRR Energy, L.P.) | Co‑CEO and Chairman | May 2011 – Oct 2015 | Led upstream operations; governance of MLP general partner |
| Goldman Sachs (Investment Banking – Natural Resources Group) | Managing Director | Not disclosed | Led financing/structuring/strategic advisory transactions; finance/accounting expertise |
| Anadarko Petroleum Corporation | Director; Audit Committee Chair | Not disclosed | Chaired audit; governance/financial oversight |
| PG&E Corporation | Director; Audit Committee; Safety & Nuclear Oversight | Not disclosed | Safety/nuclear oversight; audit committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baylor College of Medicine | Board of Trustees | Not disclosed | Non‑profit governance |
| Wheeler Avenue Baptist Church | Board of Trustees | Not disclosed | Community leadership |
| Greater Houston Partnership | Board of Directors | Not disclosed | Regional economic development |
Board Governance
- Committee assignments: Audit Committee member; Human Resources & Compensation Committee member (added Feb 2025) .
- Independence: Board determined Mullins is independent under NYSE and Valero guidelines; all standing committees fully independent .
- Attendance: Audit Committee met 5 times in 2024 with 100% attendance; Human Resources & Compensation Committee met 4 times in 2024 with 100% attendance; Board held 6 meetings with 100% director attendance; all directors attended the 2024 annual meeting .
- Audit committee financial expert: Board designated all Audit members, including Mullins, as “audit committee financial experts” .
- Overboarding policy: Limits directors to ≤4 public boards; audit committee members ≤3 audit committees; the Nominating & Governance Committee annually assesses director commitments for compliance .
Fixed Compensation
| Component | Amount (USD) | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer | $130,000 | 2024 | Standard non‑employee director retainer; Valero pays retainers in lieu of meeting fees . |
| Committee chair fee (if applicable) | $0 | 2024 | Mullins did not serve as a chair in 2024; chairs received $25,000 . |
| Lead Director premium (if applicable) | $0 | 2024 | Not applicable; Lead Director premium was $50,000 in 2024 for that role . |
| Total cash earned | $130,000 | 2024 | Per director compensation table . |
Performance Compensation
| Grant Type | Shares/Units | Grant-Date Fair Value (USD) | Vesting & Holding | Dividend Equivalent | Settlement Election |
|---|---|---|---|---|---|
| Stock units (annual director equity) | 1,381 units | $200,010 | Vests at next annual meeting; all re‑elected directors elected a one‑year post‑vesting holding period in 2024 . | Cash paid at vest/holding end equal to dividends during outstanding period . | Director may elect 22% or 37% of FMV in cash, remainder in shares at settlement . |
Notes:
- Non‑employee director equity is time‑based (not performance‑conditioned); Valero caps annual director equity at $500,000 FMV under the 2020 OSIP .
- Mullins’ 2024 total director compensation: $330,010 (cash + equity grant) .
Other Directorships & Interlocks
| Company | Status | Role(s) | Committees |
|---|---|---|---|
| ConocoPhillips | Prior (last five years) | Director | Former Chair of public policy & sustainability committee . |
| PG&E Corporation | Prior (last five years) | Director | Audit Committee; Safety & Nuclear Oversight Committee . |
| Current public company boards | None | — | — |
- Compensation Committee interlocks: Valero discloses no compensation committee interlocks; HRCC members (including Mullins) had no Item 404 related‑party transactions requiring disclosure .
Expertise & Qualifications
- Energy leadership: Chairman/CEO at Lime Rock; upstream expertise; former general partner leadership in LRR Energy .
- Sustainability/HSE/Risk: ESG leadership at Lime Rock; prior committee work at ConocoPhillips and PG&E on sustainability and safety/nuclear oversight .
- Finance/accounting: Goldman Sachs MD in Natural Resources; prior audit committee chair/member roles .
- Governance: Multiple board roles across public and non‑profit entities .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (Common Stock) | 8,249 shares | March 10, 2025 | Percent of class does not exceed 1%; none pledged . |
| Outstanding stock units | 3,422 units | Dec 31, 2024 | Includes 2,041 units vested at 2024 AGM subject to one‑year holding . |
| Pledging/Hedging | Prohibited | Current policy | Directors/officers prohibited from pledging/hedging under Stock Ownership & Retention Guidelines; monitored by HRCC . |
| Director stock ownership guideline | ≥5x annual cash retainer | Ongoing | Directors have 5 years to achieve and must maintain threshold; RSUs/deferred shares count; options/performance shares do not . |
Governance Assessment
- Committee effectiveness: Mullins sits on two critical oversight committees (Audit; HRCC), both with full independence and 100% attendance in 2024; designated audit committee financial expert—positive for board assurance on financial integrity, compliance, cybersecurity/IT, and pay governance .
- Alignment & incentives: Director pay mixes cash and equity (~39% cash, ~61% equity for 2024), with time‑based stock units and mandatory ownership guidelines (≥5x retainer), supporting alignment without short‑term performance gaming; no perquisites >$10K and no meeting fees—clean structure .
- Conflicts & related parties: Board affirms director independence; HRCC members had no Item 404 related‑party transactions; shares not pledged; overboarding policy and annual review mitigate entrenchment/overcommitment risks—low conflict risk signals .
- Shareholder signals: Strong say‑on‑pay approval (94.9% for 2023) and active engagement program; HRCC uses independent consultant (Exequity) and maintains clawback policy for executives—supportive of investor confidence in pay governance .
RED FLAGS: None identified for Mullins—no disclosed related‑party transactions, no pledging/hedging, and full attendance. Monitor any future business dealings of Valero with Lime Rock Resources given Mullins’ executive role there; Nominating & Governance Committee reviews related‑party transactions per charter .