Fred M. Diaz
VALERO ENERGY CORP/TXAbout Fred M. Diaz
Fred M. Diaz, age 59, has served as an independent director of Valero Energy since 2021 and is a member of the Audit Committee, where the Board has designated all members (including Diaz) as “audit committee financial experts.” His background spans CEO/Chair roles at Mitsubishi Motors North America (2018–2020), senior leadership at Mitsubishi Motors Corporation in Tokyo (2017–2018), Nissan Motor Co. (2013–2017), and Fiat Chrysler Automobiles (2004–2013); he also serves on public boards including Archer Aviation, SiteOne Landscape Supply, and Smith & Wesson Brands, and holds NACD Board Leadership Fellow and LCDA memberships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitsubishi Motors North America, Inc. | President, CEO, and Chairman | Apr 2018 – Apr 2020 | Led U.S. operations; global business and risk mgmt credentials cited in Valero bio |
| Mitsubishi Motors Corporation (Tokyo) | GM, Performance Optimization Global Marketing & Sales | Jul 2017 – Apr 2018 | Global marketing/sales optimization experience |
| Nissan Motor Corporation | Div. VP & GM – N.A. Trucks & LCV; SVP Sales & Marketing & Operations; Div. VP Sales & Marketing and Parts & Service | 2013 – 2017 | Commercial leadership across truck/LCV portfolio and sales ops |
| Fiat Chrysler Automobiles (FCA) | President & CEO, Ram Truck Brand; President & CEO, Chrysler Mexico; Head of National Sales; Denver Business Center MD; Director, Dodge Brand Marketing Communications | 2004 – Apr 2013 | Built OEM brand and regional P&L leadership; auto industry depth |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Archer Aviation Inc. | Director | Current | Serves on sustainability, human resources, audit, and compensation committees across his public boards (as described) |
| SiteOne Landscape Supply, Inc. | Director | Current | See note on committee service above |
| Smith & Wesson Brands, Inc. | Director | Current | See note on committee service above |
| LCDA | Board Director Member | Current | Latino Corporate Directors Association |
| NACD | Full Board Member; Certified Board Leadership Fellow | Current | NACD credentialed |
Board Governance
- Committee assignments: Audit Committee member; Audit met 5 times in 2024 with 100% member attendance (Diaz included) .
- Independence: Listed as “Independent” in nominee bio; Board determined each non‑management director and all committee members to be independent after reviewing background/affiliations and related‑party matters .
- Attendance and engagement: Board held 6 meetings in 2024 with 100% director attendance; all directors attended the 2024 annual meeting .
- Overboarding and capacity: Policy limits non‑employee directors to ≤4 public boards (including Valero); the Nominating & Corporate Governance Committee annually assesses director commitments, and all directors are in compliance .
- Independent leadership: Four fully independent committees; empowered Lead Independent Director; strong counterbalance to combined CEO/Chair structure .
- Say‑on‑pay signal: 94.9% approval on 2023 executive compensation in 2024 vote (supportive investor sentiment) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard non‑employee director retainer |
| Committee chair fee | $0 | Diaz is not a committee chair at Valero |
| Lead Director fee | $0 | Not applicable (Lead Director fee applies to Lead Director only) |
| Total cash (reported) | $130,000 | As disclosed in Director Compensation table |
Performance Compensation
| Element | Grant/Units | Grant Date and Fair Value | Vesting/Terms | Other Features |
|---|---|---|---|---|
| Annual stock units (2024 award) | 1,381 units | Granted at 2024 annual meeting; valued at $200,000 (program basis); reported $200,010 for Diaz | Vest in full at next annual meeting; directors may elect an additional one‑year holding period; Diaz elected one‑year holding period in 2024 | Dividend equivalents paid in cash at vest/holding end; delivery mix election allows 22% or 37% cash with remainder in shares; per‑director annual equity cap $500,000 |
| Outstanding stock units (12/31/2024) | 3,422 units | — | Includes 2,041 units that vested at 2024 annual meeting, subject to a one‑year holding period; balance unvested until 2025 meeting | No stock options outstanding for directors |
Performance metrics: Valero director equity consists of time‑based stock units; no performance‑conditioned metrics apply to non‑employee director equity awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict with Valero |
|---|---|---|
| Archer Aviation Inc. | Director | None disclosed by Valero; Board reviews related‑party transactions under a formal policy |
| SiteOne Landscape Supply, Inc. | Director | None disclosed by Valero |
| Smith & Wesson Brands, Inc. | Director | None disclosed by Valero |
- Related‑party transactions: Valero reports a formal Related Party Transactions Policy with Nominating & Corporate Governance Committee approval required; no Diaz‑specific related‑party transactions are disclosed .
Expertise & Qualifications
- Global business, auto industry, and risk management through CEO and senior operating roles at Mitsubishi, Nissan, and FCA .
- Sustainability/climate and human capital exposure via auto leadership and public board committee work; experience includes a board of a company designing electric taxi aircraft (Archer Aviation) .
- Finance/accounting acumen from CEO roles with accountability for financial reporting; Audit Committee financial expert designation as part of Audit Committee composition .
- Governance credentials: LCDA board member; NACD Full Board Member and Certified Board Leadership Fellow .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 2,497 shares; less than 1% of class; none pledged |
| Outstanding stock units (12/31/2024) | 3,422 units (includes 2,041 units vested at 2024 annual meeting, subject to one‑year holding period) |
| Ownership guidelines (directors) | Required to hold ≥5× annual cash retainer; 5 years to comply; RSUs/deferred shares count toward guideline |
| Hedging/pledging policy | Directors are prohibited from pledging Valero stock and from hedging transactions |
Governance Assessment
- Strengths: Independent director with audit/finance depth; designated audit committee financial expert; 100% committee attendance; strong board‑level independence and processes; no Diaz‑specific related‑party transactions disclosed; no share pledging; robust director ownership guideline and anti‑hedging policy .
- Alignment and signaling: Balanced director pay (cash retainer plus equity in stock units) with mandatory holding/ownership fosters alignment; company’s high say‑on‑pay support suggests broader investor confidence in governance/compensation frameworks .
- Watch items: Multi‑board service requires ongoing capacity checks (Valero policy cap is four boards including Valero; all directors currently in compliance and assessed at least annually) .
No red flags identified specific to Diaz (e.g., related‑party transactions, low attendance, pledged shares, or committee interlocks); Valero discloses no compensation committee interlocks and maintains a robust related‑party review process overseen by the Nominating & Corporate Governance Committee .