Marie A. Ffolkes
VALERO ENERGY CORP/TXAbout Marie A. Ffolkes
Marie A. Ffolkes, age 53, has served on Valero’s board since 2022 and is an independent director. She is a managing partner at GenNx360 Capital Partners (since Oct 2023), and previously served as CEO of Axxelist LLC (Dec 2021–Dec 2023) and CEO of TriMark USA (Jan 2020–Dec 2021). Earlier roles include President, Industrial Gases, Americas at Air Products (May 2015–Jan 2020), senior leadership roles at Tenneco (2011–2015) and Johnson Controls (2003–2011). She brings expertise in global operations, industrial gases, cybersecurity/IT, HSE, sustainability, and governance, and serves on Masco Corporation’s board (compensation & talent management; chair of corporate governance & nominating) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenNx360 Capital Partners | Managing Partner | Since Oct 2023 | Private equity leadership; global business oversight |
| Axxelist LLC | CEO (Founder) | Dec 2021–Dec 2023 | Expanded and deployed enterprise risk management policies for financial, cybersecurity, and regulatory frameworks |
| TriMark USA, LLC | CEO | Jan 2020–Dec 2021 | Enterprise risk management expansion and deployment |
| Air Products & Chemicals | President, Industrial Gases, Americas | May 2015–Jan 2020 | Implemented SAP ERP and cybersecurity; sustainability initiatives (renewable fuels, hydrogen fueling, carbon sequestration) |
| Tenneco, Inc. | Senior leadership roles | 2011–May 2015 | Clean air and ride performance products; automotive OEM markets |
| Johnson Controls | Senior leadership roles | 2003–2011 | Global operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masco Corporation | Director | Current | Compensation & talent management committee member; chair of corporate governance & nominating |
| Columbia Business School (Chazen Institute) | Global Advisory Board | Current | Advisory role on global business |
Board Governance
- Committee assignments at Valero: Nominating and Corporate Governance Committee (member) .
- Independence: Board determined Ms. Ffolkes is independent under NYSE/SEC standards; independent committees are fully composed of independent directors .
- Attendance and engagement: In 2024, the Board held 6 meetings; committees held 18; 100% Board attendance and >98% aggregate average committee attendance; Nominating & Corporate Governance met 4 times with 100% member attendance .
- Years of service: Director since 2022 .
Fixed Compensation
| Component | Amount/Detail | 2024 Ms. Ffolkes | Notes |
|---|---|---|---|
| Annual cash retainer | $130,000 | $130,000 | Valero pays retainer in lieu of meeting fees |
| Committee chair fee | $25,000 (for committee chairs) | N/A | Applies to chairs of Audit, HR & Compensation, Nominating & Corporate Governance, Sustainability & Public Policy |
| Lead Director fee | $50,000 | N/A | Increased from $35k to $50k beginning 2024 |
| Perquisites | None ≥ $10,000 | None | No non-employee director had perquisites ≥ $10,000 in 2024 |
Director compensation earned in 2024:
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Marie A. Ffolkes | 130,000 | 200,010 | 330,010 |
Performance Compensation
| Equity Component | Grant Detail | Vesting | Holding/Settlement | Program Notes |
|---|---|---|---|---|
| Stock Units (2024) | 1,381 units granted at 2024 annual meeting; grant-date fair value $200,000 (rounded to $200,010 in table) | Vest in full at next annual meeting of stockholders | Directors may elect a one-year holding period; directors re-elected in 2024 elected the one-year holding period | Dividend equivalents paid in cash at vest/holding expiry; election to receive 22% or 37% of FMV in cash upon delivery; remainder in shares |
| Equity cap | N/A | N/A | N/A | Annual equity awards to non-employee directors capped at $500,000 FMV under 2020 OSIP |
| Options | N/A | N/A | N/A | No stock options granted to directors in 2024; no outstanding director options as of Dec 31, 2024 |
Outstanding stock units (as of Dec 31, 2024):
| Name | Outstanding Stock Units |
|---|---|
| Marie A. Ffolkes | 3,422 |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Masco Corporation | Director; Chair of Corporate Governance & Nominating; member, Compensation & Talent Management | Not a direct competitor; no related-party transactions with Valero disclosed under Item 404; independence affirmed |
Expertise & Qualifications
- Global leadership and operations across industrial gases and automotive sectors; multinational experience across the Americas, Europe, and Asia .
- Cybersecurity/IT systems implementation (SAP ERP) and enterprise risk management oversight; HSE and sustainability credentials, including U.S. DOE Hydrogen and Fuel Cell Technical Advisory Committee service .
- Governance and human capital expertise through Masco board committee leadership and corporate governance chair role .
- Skills matrix: recognized for CEO/leadership, sustainability/climate, HSE, human capital, corporate governance, cybersecurity/IT, finance/accounting, global business, risk management; independent status .
Equity Ownership
| Holder | Shares Held | Shares Under Options | Total Shares | % of Class | Pledging |
|---|---|---|---|---|---|
| Marie A. Ffolkes | 659 | — | 659 | * | None pledged |
Stock ownership guidelines:
- Non-employee directors must hold Valero common stock equal to at least 5x the annual cash retainer; five years from initial election to meet guideline; restricted stock units and deferred shares count toward compliance .
Recent Form 4 transactions (supporting current positions):
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-19 | 2025-05-15 | M-Exempt (conversion) | Common Stock | 2,041 | $0.00 | 2,700 shares [insider record] | |
| 2025-05-19 | 2025-05-15 | D (Return to issuer/withholding) | Common Stock | 756 | $133.76 | 1,944 shares [insider record] | |
| 2025-05-19 | 2025-05-15 | M-Exempt (disposition) | Stock Units | 2,041 | $0.00 | 0 units (for that grant) [insider record] | |
| 2025-05-08 | 2025-05-06 | A (Award) | Stock Units | 1,909 | $0.00 | 1,909 units [insider record] | |
| 2024-05-17 | 2024-05-15 | A (Award) | Stock Units | 1,381 | $0.00 | 1,381 units [insider record] | |
| 2023-10-31 | 2023-10-30 | M-Exempt (conversion) | Common Stock | 659 | $0.00 | 659 shares [insider record] | |
| 2023-10-31 | 2023-10-30 | M-Exempt (disposition) | Stock Units | 1,047 | $0.00 | 0 units (for that tranche) [insider record] | |
| 2023-05-11 | 2023-05-09 | A (Award) | Stock Units | 2,041 | $0.00 | 2,041 units [insider record] |
Note: Valero discloses that none of the directors or officers have pledged shares, and directors are prohibited from hedging or pledging Valero stock .
Governance Assessment
- Board effectiveness and engagement: Ffolkes adds domain expertise in industrial gases, cybersecurity/IT, HSE, and sustainability; her service on the Nominating & Corporate Governance Committee aligns with board refreshment, evaluations, and related-party oversight—areas central to investor confidence .
- Independence and conflicts: The Board affirmed independence for all non-management directors and stated no director relationships require Item 404 related-party disclosure; related-party transaction review sits with the Nominating & Corporate Governance Committee, supporting conflict mitigation .
- Compensation alignment: Director pay is balanced with fixed cash ($130k) and equity ($200k stock units) with holding periods and dividend equivalents; equity capped at $500k and no options—reducing risk of misaligned incentives; no perquisites ≥ $10k .
- Ownership alignment: Directors must meet 5x retainer stock ownership over five years; Ffolkes holds 659 common shares and 3,422 outstanding stock units as of year-end 2024; none pledged—supportive of alignment, recognizing time-to-compliance window since 2022 election .
- Shareholder signals: Valero received 94.9% say-on-pay support for 2023 compensation in 2024, indicating broad investor approval of pay practices and governance oversight .
RED FLAGS: None disclosed—no Item 404 related-party transactions; no pledging/hedging; strong attendance; standard director equity design without options .