Kimberly S. Greene
VALERO ENERGY CORP/TXAbout Kimberly S. Greene
Independent director since 2016 (age 58). Current Chair, CEO and President of Georgia Power (since Mar 31, 2023); formerly Board Chair, CEO and President of Southern Company Gas (2018–Mar 30, 2023), EVP & COO of Southern Company (2014–May 2018), and senior executive roles at Tennessee Valley Authority (2007–2013) including CFO, Chief Generation Officer, and Group President, Strategy & External Relations. Core credentials: regulated energy operations, HSE, climate/sustainability, cybersecurity/critical infrastructure, finance/risk, governance and human capital. Independent under NYSE/SEC standards. Director since 2016.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Power Company | Board Chair, CEO & President | Since Mar 31, 2023 | Leads a major regulated utility; oversight of safety, reliability, regulatory engagement |
| Southern Company Gas | Board Chair, CEO & President | Jun 2018 – Mar 30, 2023 | Led gas utility operations and strategy; sustainability/innovation programs |
| The Southern Company | EVP & COO | 2014 – May 2018 | Enterprise operations leadership; succession, talent, HSE |
| Southern Company Services, Inc. | President & CEO | Prior to 2014 | Corporate services leadership |
| Tennessee Valley Authority (TVA) | CFO; Chief Generation Officer; Group President, Strategy & External Relations | 2007 – 2013 | Finance, generation operations, strategy and external relations |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Atlanta Committee for Progress; Metro Atlanta Chamber | Board member | Regional economic and policy engagement |
| Georgia Research Alliance; Rowen Foundation | Board member | Innovation and research ecosystem support |
| Nuclear Electric Insurance Limited | Board member | Industry risk/insurance oversight |
| Children’s Healthcare of Atlanta; Georgia Historical Society; Woodruff Arts Center | Board member | Community/non-profit governance |
| Rotary Club of Atlanta | Member | Civic engagement |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Sustainability & Public Policy Committee. Focus areas encompass board skills/refreshment, annual evaluations, orientation/education, related-party review; and HSE, sustainability/climate, public policy, political/lobbying oversight.
- Independence: Board determined Ms. Greene is independent; all four standing committees are fully independent.
- Attendance and engagement: 2024 board meeting attendance was 100% overall; no director attended <75% of applicable meetings; committee meetings had over 98% aggregate attendance. The Nominating & Corporate Governance Committee met 4 times with 100% member attendance in 2024; Sustainability & Public Policy met 5 times with ~96% average attendance. All directors attended the 2024 annual meeting.
- Overboarding and capacity: Valero’s enhanced policy caps non-employee directors at ≤4 public boards and reviews director commitments at least annually; all directors are in compliance.
- Governance leadership: As NC&G Chair, the committee recommended 2025 board/committee slates and led leadership transitions (Chairman and Lead Director) and governance reviews (e.g., aircraft use policy, security practices).
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $130,000 |
| Committee chair cash fee (NC&G) | $25,000 |
| Total cash fees (2024) | $155,000 |
| Annual equity grant (stock units; 1,381 units) | $200,010 (grant-date fair value) |
| Total 2024 director comp | $355,010 |
Notes:
- No meeting fees; chairs of Audit/Comp/NC&G/SPP receive $25,000; 2024 Lead Director received $50,000.
- Default equity vehicle is stock units vesting at next annual meeting; one-year holding period election typical.
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity is time-based stock units aligned with shareholder value (no options).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (last five years) | None |
| Potential interlocks | None disclosed; compensation committee reports no interlocks (committee she is not on) |
Expertise & Qualifications
- Energy leadership across regulated utilities and gas (CEO roles at Georgia Power; Southern Company Gas); TVA finance and operations leadership.
- Sustainability/Climate/HSE oversight; prior service with American Gas Association and Gas Technology Institute; decarbonization focus.
- Cyber/critical infrastructure liaison experience (Oil & Natural Gas Liaison Co-Lead for the Electric Subsector Coordinating Council).
- Finance, risk management, compliance, regulatory, governance, and human capital management experience.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (Common Stock) | 13,314 shares as of Mar 10, 2025; not pledged; <1% of outstanding shares. |
| Outstanding director stock units (as of Dec 31, 2024) | 3,422 units (includes 2,041 units that vested at 2024 annual meeting subject to a one-year holding period). |
| Ownership guidelines | Non-employee directors must hold ≥5x annual cash retainer within 5 years; hedging and pledging prohibited. |
Insider Trades (Form 4)
| Transaction date | Type | Security | Shares | Price | Post-transaction holdings | Source |
|---|---|---|---|---|---|---|
| 2025-05-15 | M-Exempt (conversion) | Common Stock | 2,041 | $0.00 | 15,355 | https://www.sec.gov/Archives/edgar/data/1035002/000103500225000047/0001035002-25-000047-index.htm |
| 2025-05-15 | D-Return (surrender/return) | Common Stock | 756 | $133.76 | 14,599 | https://www.sec.gov/Archives/edgar/data/1035002/000103500225000047/0001035002-25-000047-index.htm |
| 2025-05-06 | A (award) | Stock Units | 1,909 | $0.00 | 1,909 units | https://www.sec.gov/Archives/edgar/data/1035002/000103500225000027/0001035002-25-000027-index.htm |
| 2024-05-15 | A (award) | Stock Units | 1,381 | $0.00 | 1,381 units | https://www.sec.gov/Archives/edgar/data/1035002/000103500224000037/0001035002-24-000037-index.htm |
| 2024-05-09 | M-Exempt (conversion) | Common Stock | 1,944 | $0.00 | 14,034 | https://www.sec.gov/Archives/edgar/data/1035002/000162828024022959/0001628280-24-022959-index.htm |
| 2024-05-09 | S (sale) | Common Stock | 720 | $158.125 | 13,314 | https://www.sec.gov/Archives/edgar/data/1035002/000162828024022959/0001628280-24-022959-index.htm |
Note: “M-Exempt” typically reflects non-open-market conversions (e.g., vesting/settlement of units); “D-Return” often reflects shares returned/surrendered (e.g., tax withholding). Values and URLs per Form 4 records. [Insider-trades skill output: /tmp/insider_trades_20251120_040036.json]
Related-Party Exposure and Conflicts
- Independence affirmed; Board reviewed affiliations and determined no material relationships for Ms. Greene.
- Valero’s Related Party Transactions Policy requires NC&G review/approval for any Item 404 transactions; none disclosed for Ms. Greene.
- Company-level related-person disclosure focused on aircraft agreements for executives; below Item 404 thresholds and reviewed annually—no bearing on Ms. Greene.
Director Compensation Structure and Alignment
- Cash vs. equity mix stable since 2020 (modest 2024 Lead Director cash increase; no change to chair fees or equity grant); Ms. Greene’s equity award is stock units with a one-year holding period election—aligns with shareholder value and ownership guidelines.
- No options or performance-conditioned awards for directors; no perquisites exceeding $10,000; no meeting fees.
Signals for Investors
- Positive governance signals: Independent NC&G Chair; strong attendance; no related-party transactions; robust board evaluation and refresh processes; active oversight of leadership transitions; director ownership requirements; anti-hedging/pledging policy.
- Potential watch items: Significant external operating role (utility CEO/Chair) may entail time commitments, though Valero’s overboarding policy and annual capacity reviews are in place and directors are compliant.
Appendix: Committee Context (Board-level)
- NC&G (Chair: Greene): 4 meetings, 100% attendance; led board leadership transitions, candidate evaluations, governance policy reviews (aircraft use, security), and related-party oversight.
- Sustainability & Public Policy (Member: Greene): 5 meetings, ~96% attendance; oversight of HSE, climate strategy, GHG disclosure/assurance, political/lobbying, stakeholder engagement, and security/protection programs.