Randall J. Weisenburger
VALERO ENERGY CORP/TXAbout Randall J. Weisenburger
Independent director of Valero Energy (VLO), age 66, serving on Valero’s board since 2011. He is Managing Member of Mile 26 Capital (since 2014) and formerly EVP & CFO of Omnicom Group (1998–2014), with deep finance, accounting, and global business expertise. At Valero, he serves on the Human Resources and Compensation Committee. Other current public boards include MP Materials, Corsair Gaming, and Carnival Corporation/Carnival plc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicom Group Inc. | Executive Vice President & Chief Financial Officer | 1998–2014 | Led finance; oversaw corporate ethics, ERM, and CSR initiatives |
| Mile 26 Capital, LLC | Managing Member | Since 2014 | Investment fund leadership (Greenwich, CT) |
| Wasserstein Perella (and portfolio companies) | Founding member; President & CEO of private equity subsidiary (from 1993); Vice Chairman of Maybelline; Chairman of American Law Media | Early–mid career (incl. 1993 milestone) | Specialized in private equity and leveraged acquisitions; operating roles in portfolio firms |
External Roles
| Company | Role | Committees |
|---|---|---|
| MP Materials Corp. | Director | Audit Committee Chair; Compensation Committee Member; audit committee oversees ESG and cybersecurity |
| Corsair Gaming, Inc. | Director | Audit Committee Chair; audit committee oversees cybersecurity |
| Carnival Corporation & plc | Director | Health, Environmental, Safety & Security Committee Member; Compensation Committee Chair |
Board Governance
- Independence: Board determined all non-management directors in 2024 (including Weisenburger) satisfied NYSE and SEC independence standards; Valero’s four standing committees are fully independent.
- Committee assignment: Human Resources and Compensation Committee member; the committee met 4 times in 2024 with 100% member attendance.
- Board attendance and engagement: In 2024 the Board held 6 meetings; no director attended less than 75% of applicable meetings; directors had 100% attendance at Board meetings and >98% aggregate average committee attendance; all directors attended the 2024 annual meeting.
- Compensation committee practices: No interlocks or Item 404 related-party relationships among HR & Compensation members; independent consultant Exequity retained in 2023–2024; director pay levels largely flat since 2020 except modest lead director fee adjustment.
Fixed Compensation
| Year | Cash Retainer ($) | Chair/Lead Fees ($) | Equity Grant | Grant Value ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 130,000 | None (not a chair/lead) | 1,381 stock units; one-year holding period elected | 200,010 | Units vest at next annual meeting; dividend equivalents; delivery mix election (22% or 37% cash). No options granted to any director in 2024. |
- Director compensation program: Annual cash retainer $130,000; committee chair fees $25,000; lead director cash $50,000; annual equity grant valued at $200,000; non-employee directors reimbursed for meeting expenses; no meeting fees.
- Equity cap: Non-employee director equity awards capped at $500,000 FMV per calendar year (OSIP).
Performance Compensation
- Valero does not use performance-conditioned equity for non-employee directors; stock unit awards are time-based and vest at the next annual meeting; no stock options or performance metrics tied to director pay disclosed.
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | MP Materials; Corsair Gaming; Carnival Corporation & plc |
| Compensation Committee interlocks | None reported for Valero HR & Compensation Committee members; no Item 404 relationships for committee members. |
Expertise & Qualifications
- Finance and accounting: Long-tenured CFO and private equity/operator experience; audit leadership roles at other issuers.
- Governance and risk: Committee leadership spanning audit, compensation, and HES&S; oversight of ESG and cybersecurity at external boards.
- Global business: Executive leadership in global media/marketing and investment roles.
Equity Ownership
| Holder | Shares Held | Stock Units Outstanding | Total Indicated | Percent of Class | Pledging |
|---|---|---|---|---|---|
| Randall J. Weisenburger | 109,717 | 3,422 | 113,139 (shares + units)* | <1% | None pledged |
*Stock units do not have voting rights and are scheduled to vest at the next annual meeting; directors may elect a one-year holding period and partial cash settlement at vest (22% or 37%).
- Stock ownership guidelines for directors: Hold shares equal in value to at least 5x annual cash retainer; RSUs and deferred shares count; 5-year compliance window.
Governance Assessment
- Strengths:
- Independent director with strong finance and audit credentials; active leadership on audit and compensation committees at other public companies (beneficial for Valero’s HR & Compensation oversight).
- High engagement: 100% attendance at HR & Compensation; Board-wide 100% attendance and strong committee attendance in 2024.
- Alignment: Material common stock holdings (109,717 shares) and ongoing stock unit grants; robust ownership guidelines; prohibitions on hedging/pledging; clawback policy exceeds minimums.
- Pay discipline: Non-employee director cash and equity levels flat since 2020; equity grant modest relative to $500,000 cap; independent compensation consultant retained.
- Watch items:
- Multiple outside directorships may elevate time commitment risk; Valero’s Nominating & Corporate Governance Committee actively assesses director commitments and capacities.
- Red flags:
- None disclosed relating to related-party transactions, hedging/pledging, or committee interlocks for Weisenburger; HR & Compensation members had no Item 404 relationships.