Rayford Wilkins, Jr.
VALERO ENERGY CORP/TXAbout Rayford Wilkins, Jr.
Independent director of Valero Energy Corporation since 2011; age 73. Former CEO of Diversified Businesses at AT&T; extensive background in global business leadership, cybersecurity/IT, and risk management. Chairs Valero’s Human Resources and Compensation Committee and serves on the Sustainability and Public Policy Committee; confirmed independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | CEO, Diversified Businesses; previously Group President & CEO, SBC Enterprise Business Services; President & CEO, SBC Pacific Bell | Retired March 2012 | Oversaw international investments, advertising solutions, customer information services, advanced data/IP networks; broad sales, customer care, engineering, and IT oversight |
External Roles
| Company | Role | Committees/Positions | Status |
|---|---|---|---|
| Caterpillar Inc. | Director | Chair, Compensation and Human Resources Committee | Current |
| Morgan Stanley | Director | Member, Compensation, Management Development & Succession; Chair, Governance & Sustainability; serves on Institute for Inclusion Advisory Board | Current |
Board Governance
- Committee assignments: Chair, Human Resources and Compensation; Member, Sustainability and Public Policy .
- Independence: Board determined Wilkins and all 2024 non-management directors are independent; all four board committees fully independent .
- Attendance: 2024 Board held six meetings (100% board attendance); four committees held 18 meetings with >98% aggregate average committee attendance; HRCC met four times with 100% attendance; Sustainability & Public Policy met five times with ~96% aggregate attendance .
- Overboarding compliance: Valero’s enhanced policy limits non-employee directors to ≤4 public boards and audit members to ≤3 audit committees; the Nominating & Corporate Governance Committee confirms all directors meet these guidelines .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee directors paid retainer in lieu of meeting fees |
| Committee chair fee | $25,000 | Applies to chairs (Audit, HRCC, Nominating, Sustainability) |
| Lead Director fee | N/A | $50,000 applies only to Lead Director (not Wilkins) |
| Total cash (Wilkins) | $155,000 | Reflects retainer + chair fee |
| Equity grant (stock units) | $200,010 | 1,381 stock units granted at 2024 annual meeting; FASB ASC 718 valuation; one-year holding election permitted |
| Total (Wilkins) | $355,010 | Fees + stock award |
Additional director program details:
- No perquisites ≥$10,000; no options granted to directors in 2024; directors are not paid extra for multiple committee memberships .
- Equity grant mechanics: each stock unit vests at the next annual meeting; optional one-year holding period; dividend equivalents paid at vest/holding expiry; at vest, director may elect 22% or 37% cash, remainder in shares; annual director equity cap $500,000 (2020 OSIP) .
Performance Compensation
Executive compensation metrics overseen by HRCC (chaired by Wilkins):
| Annual Incentive Bonus Metrics (2024) | Weight | Outcome/Range | Notes |
|---|---|---|---|
| EPS (adjusted, diluted) | 40% | 0%–200%; actual EPS $8.48 vs target $14.30; Financial component scored 59.3% and delivered 23.72% overall vs 40% target for this component | Adjusted excludes special items; targets set Q1 |
| Operational (HSE, Mechanical Availability, Refining Cash OpEx) | 40% | 0%–200% | Focus on safety, reliability, cost discipline |
| Strategic (incl. HSE, sustainability initiatives) | 20% | 0%–200% | Supports long-term goals |
| Long-Term Incentive Program (2024 grants) | Measure | Payout Range | Design |
|---|---|---|---|
| Performance Shares (50% of LTI) | Relative TSR vs Performance Peer Group; Energy Transition Modifier tied to GHG reductions/displacements and low‑carbon growth capital | 0%–200% of target | 3-year ratable vesting; no re-testing; 100% LTI denominated in VLO shares |
| Restricted Stock (50% of LTI) | Time-based | N/A | 3-year ratable vesting; retention and alignment |
Say‑on‑pay signal: 94.9% approval for 2023 executive compensation in 2024 vote .
Other Directorships & Interlocks
- No compensation committee interlocks; no relationships requiring Item 404 disclosure for HRCC members .
Expertise & Qualifications
- Global business leadership; cybersecurity/IT; risk management; human capital, compensation, sustainability and climate; governance (including advisory roles at UT Austin McCombs) .
- Skills matrix highlights board-wide strengths in HSE, sustainability/climate, human capital, governance, risk management, finance/accounting; cybersecurity/IT represented among nominees .
Equity Ownership
| Holder | Shares Held | Outstanding Stock Units | Percent of Class | Pledged |
|---|---|---|---|---|
| Rayford Wilkins, Jr. | 40,411 | 3,422 | <1% | None pledged |
- Director stock ownership guidelines: hold shares ≥5x annual cash retainer; five years to comply .
- Beneficial ownership table notes no pledging of director shares; directors’ outstanding stock units disclosed separately .
Governance Assessment
- Strengths: Independent director with deep HR/compensation and IT/cyber experience; chairs HRCC linking pay to HSE and sustainability results; strong board and committee attendance culture; robust say‑on‑pay support; prohibition on hedging/pledging; enhanced clawback policy; independent committees; proxy access and strong governance toolkit .
- Conflicts/related party: None disclosed for Wilkins; HRCC has no interlocks; Nominating & Corporate Governance Committee reviews related-party matters under formal policy; Board reaffirmed independence after reviewing affiliations .
- Overboarding/engagement: Board enforces overboarding limits and annually assesses director commitments and capacities; all directors currently compliant; directors regularly engage with stakeholders on ESG and compensation .
- Board structure: Combined CEO/Chair counterbalanced by empowered independent Lead Director and fully independent committee chairs; Wilkins’ HRCC and Sustainability roles contribute to oversight of compensation, HSE, and climate strategy .
RED FLAGS: None disclosed for Wilkins regarding attendance shortfalls, related‑party transactions, pledging/hedging, or committee interlocks .
Net takeaway: Wilkins’ chairmanship of HRCC and roles on sustainability/governance committees across Valero, Caterpillar, and Morgan Stanley reinforce board effectiveness on pay‑for‑performance, HSE and climate integration, and governance oversight—supportive of investor confidence absent disclosed conflicts or alignment issues .