H. Paulett Eberhart
VALERO ENERGY CORP/TXAbout H. Paulett Eberhart
H. Paulett Eberhart is 71 and has served on Valero’s board since 2016; she was elected Independent Lead Director on February 26, 2025, and chairs the Audit Committee while also serving on the Sustainability & Public Policy Committee . She is a Certified Public Accountant with four decades of executive, financial, and operational leadership across technology services and energy, including CEO roles at CDI Corp., Invensys Process Systems, and board chair/CEO at HMS Ventures, and a long career at EDS where she led the Americas and Solutions Consulting businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HMS Ventures | Board Chair & CEO | Since 2014; also 2009–2011 | Technology services, real estate management; global business leadership |
| CDI Corp. | President & CEO; Consultant | 2011–Mar 2014; Apr–Dec 2014 | Led public engineering/IT outsourcing firm; post-CEO consulting engagement |
| Invensys Process Systems | President & CEO | 2007–2009 | Led process automation operations globally |
| EDS (Electronic Data Systems) | President, Americas; President, Solutions Consulting | 2003–Mar 2004; 2002–2003; prior career from 1978 | Executive leadership across IT/business process outsourcing |
External Roles
| Company | Role(s) | Status | Committees/Detail |
|---|---|---|---|
| Fluor Corporation | Director | Current | Compensation Committee member; Commercial Strategies & Operational Risk Committee member |
| LPL Financial Holdings | Director | Current | Chair, Audit & Risk Committee; member, Compensation Committee |
| KORE Group Holdings | Director | Current | Audit Committee member |
| Vine Energy Inc. | Director | Prior (last five years) | Chaired HSE Committee |
| Anadarko Petroleum | Director/Lead Director | Prior | Chaired Governance & Risk Committee (included HSE oversight) |
Board Governance
- Committees: Audit (Chair), Sustainability & Public Policy; Audit met 5 times in 2024 with 100% attendance; Sustainability met 5 times with ~96% aggregate attendance .
- Independence: Board determined Eberhart and all current non-management directors are independent; all four board committees are fully independent .
- Lead Independent Director: Elected Lead Director on Feb 26, 2025; duties include liaison to Chair, setting agendas for executive sessions, reviewing board materials, and receiving stockholder communications independent of management .
- Board engagement: 2024 board attendance was 100% and aggregate committee attendance >98%; all directors attended the 2024 annual meeting .
- Audit expertise: All Audit Committee members designated “audit committee financial experts” by the Board .
- Overboarding policy: Non-employee directors capped at ≤4 public boards; audit committee service capped at ≤3 audit committees. Eberhart currently serves on three audit committees (Valero, LPL, KORE), at the policy limit but compliant .
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $130,000 |
| Committee chair fee | Audit Committee Chair | +$25,000 |
| Lead Director fee | Not applicable to Eberhart in 2024 (paid to Profusek) | $0 |
| Total cash fees | Eberhart’s fees earned in 2024 | $155,000 |
| Equity grant | 1,381 stock units granted at 2024 annual meeting; grant-date fair value | $200,010 |
| Vesting/holding | Units vest at next annual meeting; optional one-year holding; includes dividend equivalents; settlement allows 22% or 37% cash election | Terms as described |
| Outstanding stock units (12/31/2024) | Includes 2,041 units vested at 2024 annual meeting subject to one-year holding | 3,422 units |
| Perquisites | No director perquisites ≥$10,000 in 2024 | None |
| Program stability | Retainer, chair fees, and equity grant levels have remained flat since 2020; Lead Director fee increased to $50,000 beginning in 2024 | As disclosed |
Performance Compensation
- Director equity awards are time-based stock units; no performance (PSU) component for directors .
- Company executive pay metrics (governance context for pay-for-performance):
| Metric (2024 Annual Bonus) | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted EPS (diluted) | 40% | $14.30 | $8.48 | 59.3% of the financial component, equating to 23.72% overall contribution vs. 40% target weight |
- LTI program (executives): 50% performance shares based on relative TSR vs peer group with an Energy Transition modifier; 50% restricted stock; max payout caps; double-trigger CoC vesting policy for performance shares .
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Compensation committee interlocks | None; HR & Compensation Committee explicitly disclosed no interlocks or related-party relationships for its members . |
| Related-party transactions | Related Party Transactions Policy requires NCG Committee review/approval; no transactions involving directors exceeding $120,000 disclosed for 2024 (example aircraft time-sharing arrangements pertain to executives and were below threshold) . |
| Potential interlocks/conflicts | External board service includes Fluor (engineering), LPL (financial), KORE (IoT). No related-party transactions disclosed with these entities; monitor procurement interfaces given Fluor’s industry adjacency . |
| Board governance caps | At cap for audit committee memberships (3); within board count limit (≤4 public boards) . |
Expertise & Qualifications
- Cybersecurity/IT, finance, and accounting expertise, including audit and risk leadership roles at LPL and KORE; CPA credential .
- Extensive governance, compliance, HSE, and risk management experience; former lead director of Anadarko; prior HSE committee chair roles (Vine) .
- Global business leadership across technology and energy sectors (CDI, Invensys, EDS; HMS Ventures) .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (Common Stock) as of March 10, 2025 | 13,509 shares; less than 1% of class (denoted by *) |
| Shares pledged as collateral | None; shares listed not pledged |
| Outstanding stock units (12/31/2024) | 3,422 units; includes 2,041 units vested at the 2024 annual meeting subject to one-year holding |
| Director stock ownership guideline | ≥5x annual cash retainer (≥$650,000 value), with five years to comply; RSUs and deferred shares count toward compliance |
| Hedging/pledging policy | Directors prohibited from hedging or pledging Valero stock; compliance monitored by HR & Compensation Committee |
Governance Assessment
- Strengths: Independent Lead Director with defined powers; independent Audit Chair and committee of financial experts; high attendance/engagement; robust compliance, clawback, and anti-hedging/pledging policies; strong shareholder outreach; 2024 say-on-pay approval of 94.9% supports compensation governance .
- Alignment: Director pay mix balances cash retainer and annual equity stock units with vesting and optional holding period; strict equity cap for directors and meaningful ownership guidelines enhance alignment .
- Watch items: Service on three audit committees (Valero, LPL, KORE) sits at Valero’s audit committee cap—compliant but capacity-sensitive; combined Lead Director role and Audit Chair increases workload—monitor attendance and effectiveness, noting perfect Audit Committee attendance in 2024 .
- Conflicts: No related-party transactions requiring disclosure; HR & Compensation Committee disclosed no interlocks; NCG Committee oversees related-party reviews .
- Risk oversight: Active roles in cybersecurity/IT and AI assessments at Audit Committee; Sustainability & Public Policy Committee integrates HSE/climate oversight with participation from committee chairs and Lead Director .
RED FLAGS: None disclosed (no related-party transactions, no pledging/hedging). Capacity risk to monitor given near-limit audit committee memberships and dual leadership roles (Lead Director + Audit Chair) .