Valero Energy : Corporate Governance Guidelines

Amended: Feb. 23, 2023

VALERO ENERGY CORPORATION

CORPORATE GOVERNANCE GUIDELINES

(Amended and Restated effective as of Feb. 23, 2023)

The following guidelines have been adopted by the Board of Directors (the "Board") of Valero Energy Corporation ("Valero" or the "Company") to establish ethical governance standards for the Company. These Guidelines represent one component of Valero's governance program. Other documents that direct Valero's governance affairs include Valero's certificate of incorporation, bylaws, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, and the charters of its various Board committees.

Article I. Director Qualification Standards

1. The Board's Nominating and Corporate Governance Committee is responsible for reviewing the composition of the Board as well as the qualifications of the individual members of the Board and its various committees. This review includes consideration of the Board members' independence, character, judgment, integrity, diversity, age, skills (including financial literacy) and experience in the context of the overall needs of the Board. Nominees for director will be recommended to the Board by the Nominating and Corporate Governance Committee in accordance with the policies and principles in its charter.
2. The Board shall be composed of a majority of directors who meet the criteria for independence required by the New York Stock Exchange ("NYSE"). Under the NYSE's listing standards, a director is not independent unless the Board of Directors affirmatively determines that the director has "no material relationship" with the Company. The Board has adopted categorical standards or guidelines to assist the Board in making its independence determinations with respect to each director. A director's relationship with Valero falls within the guidelines adopted by the Board if that relationship:
3. • is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;
   • consists of charitable contributions by Valero to an organization in which a director is an executive officer and Valero's contributions do not exceed the greater of $1 million or 2% of the organization's gross revenue in any of the last three years;
   • consists of charitable contributions by Valero to any organization with which a director, or any member of a director's immediate family, is affiliated as an officer, director or trustee pursuant to a matching gift program of Valero and made on terms applicable to employees and directors generally, or is in amounts that do not exceed $1 million per year;
   • is not a relationship required to be disclosed in Valero's proxy statement (or annual report on Form 10-K) per Item 404 of the SEC's Regulation S-K.
4. Valero's certificate of incorporation requires the Board to have at least five members. Valero's bylaws specify that the number of directors on the Board shall be determined by the Board, but shall not be less than five or more than thirteen directors. The Board generally believes that a membership of five to thirteen directors is appropriate.

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Amended: Feb. 23, 2023

4. Each director is expected to devote sufficient time and efforts to his or her duties as a member of the Board. As a general rule, unless the Board, acting through its Nominating and Corporate Governance Committee, has reviewed and approved an exception thereto, directors must adhere to the following guidelines:

• non-employeedirectors should not serve on more than four public company boards (including the Company's Board);
• a director who is the Chief Executive Officer or other executive officer of a public company should not serve on more than two public company boards (including the Company's Board); and
• members of the Company's Audit Committee should not simultaneously serve on more than three public company audit committees (including the Company's
  Audit Committee).

The Nominating and Corporate Governance Committee will periodically assess each director's ability to fulfill his or her ongoing responsibilities to the Company.

5. A director who, following election to the Board, is considering certain changes to their principal occupation or public company board/committee service that could materially increase his or her responsibilities should consider, and provide the Board the opportunity to consider, whether such director will be able to continue to devote sufficient time to the affairs of the Board, remain independent, have an inter-locking directorship, have a potential conflict under applicable laws or regulations, or have a potential conflict with the Company's interests. Thus, to ensure that any such changes are permissible under applicable laws and regulations, the Company's policies, and governance best practices, a director shall give written notice to the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee in advance (unless confidentiality obligations or other circumstances prevent advance notice, in which case as soon as practicable thereafter):

1. of accepting an invitation to serve on another public company or for-profit board (other than subsidiaries or affiliates of current boards);
2. of accepting a new position on a current public company board that would potentially materially increase his or her responsibilities (such as service as a Chairman, Lead Independent Director or Presiding Director); or
3. when changing their principal occupation (such as retirement or changing principal employers) or when accepting a new position within their principal employer with materially increased responsibilities.

When a significant change in a director's principal occupation has occurred as set forth in (iii) above, such director will offer to resign from the Board in such circumstances and tender to the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee his or her proposed written resignation. The Nominating and Corporate Governance Committee will review and recommend to the Board the action, if any, to be taken with respect to such proposed resignation. The Board does not believe that every instance of a change in occupation, position or responsibilities would require resignation from the Board; however, the Board believes that there should be an opportunity for the Board, through its Nominating and Corporate Governance Committee, to review the continued appropriateness of Board membership under all circumstances.

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Directors should also provide the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee written notice as soon as practicable after becoming aware of any situations or transactions that could impair the director's independence, create inter-locking directorships, create a potential conflict under applicable laws or regulations, or would otherwise potentially conflict with the Company's interests. Any actions required in writing under this section may be done via email.

6.

1. A duly elected or appointed director may serve on the Board of Directors until he or she reaches the age of 75. A person who reaches the age of 75 while a director may serve the remainder of his or her term of office, but the term of his or her office shall be deemed to end at the next annual meeting of stockholders at which directors are elected (an "Annual Meeting") that occurs after such person reaches the age of 75.
2. Nothing in the foregoing shall be deemed to limit the right of a director to resign his or her position at any time pursuant to Section 3 of Article II of the Company's bylaws.

7. The Board does not believe that it should establish term limits. The Board believes that directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company's history, policy and objectives. As an alternative to term limits, the Board believes that its evaluation and nomination processes described in these Guidelines and in the charter of the Nominating and Corporate Governance Committee serve as an appropriate check on each Board member's continued effectiveness.

Article II. Director Responsibilities

1. The Board is the ultimate decision-making body of the Company except with respect to those matters reserved to the vote of the Company's stockholders. Directors are responsible for exercising their business judgment in good faith and acting in what they reasonably believe to be in the best interests of the Company. In discharging that obligation, directors are entitled to rely on the honesty and integrity of their fellow directors and the Company's executives and outside advisors and auditors. The directors are also entitled to (i) have the Company purchase reasonable directors' and officers' liability insurance on their behalf, and (ii) the benefits of indemnification to the fullest extent permitted by law and the Company's certificate of incorporation, bylaws and any indemnification agreements.
2. Directors are expected to attend Board meetings and meetings of the committees on which they serve. Directors are expected to attend the annual meeting of stockholders of the Company at which directors are elected. Directors are expected to meet as frequently as necessary to properly discharge their responsibilities. The Chairman of the Board and Corporate Secretary are responsible for collecting and distributing to the Board all information that is important to the Board's understanding of the business to be conducted at a Board or committee meeting. The information generally should be distributed in writing to the directors before each meeting, and directors are expected to review these materials in advance of the meeting.

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1. The Chairman will establish the agenda for each Board meeting. Each Board member is free to suggest the inclusion of items on meeting agendas. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company's long-term strategic plans during at least one Board meeting each year.
2. The Board does not have a general policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. The Board believes that this issue is best addressed as part of the Company's overall succession planning process, and that it is in the best interests of the Company for the Board to make any determination regarding separation of such offices upon any election of a new Chief Executive Officer or Chairman of the Board.
3. 1. 
      When the Chairman does not meet the definition set forth below of "non-management director," such as when the Chief Executive Officer and Chairman positions are combined, the non-management directors shall select annually a non-management director to serve as "Lead Director" whose name shall be disclosed in the Company's annual proxy statement and whose duties and responsibilities shall include (a) serving as a liaison between the Chairman and the non-management directors, (b) consulting with the Chairman on agendas for board meetings,
   2. reviewing and approving information sent to the Board as and when appropriate, (d) authority to call meetings of the non-management directors, (e) setting agendas and leading the discussion of regular "executive session" meetings of the Board outside the presence of management and providing feedback regarding these meetings to the Chairman, and (f) receiving, reviewing, and acting upon communications from stockholders or other interested parties when those interests should be addressed by a person independent of management.

For purposes of these Guidelines, the term "non-managementdirectors" shall mean the members of the Board who (i) are not current employees of the Company or any of its affiliates, and (ii) have not been employees of the Company or any of its affiliates at any time during the past five years.

1. The Company's non-management directors will meet in executive session without management at least quarterly at regularly scheduled meetings of the Board. Each executive session of non-management directors shall include such matters as the non-management directors deem appropriate. If the Chairman does not meet the definition set forth above of
   "non-management director," and the Chairman is therefore absent from the executive session, no formal action of the Board shall be taken at these meetings, though the non-management directors may recommend matters for subsequent consideration by the full Board.
2. Interested persons may send communications directly to the Lead Director or the non- management directors as a group by sending such communication in writing to the Company in an envelope addressed to "Lead Director" or "Non-Management Directors" in care of the
   Corporate Secretary, P.O. Box 696000, San Antonio, Texas 78269.

Article III. Board Committees

1. The Board will have at all times an Audit Committee, a Human Resources and Compensation Committee and a Nominating and Corporate Governance Committee. All of the members of these committees will be "independent" directors under the criteria established by the NYSE.

The Board may appoint additional standing and temporary committees as it deems appropriate. In general, committee members will be appointed by the Board upon recommendation from the Nominating and Corporate Governance Committee. The Board believes that consideration

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should be given to rotating committee members periodically, but the Board does not feel that rotation should be mandated as a policy.

1. Each of the Audit Committee, Human Resources and Compensation Committee and Nominating and Corporate Governance Committee shall have a charter that complies with the listing standards of the NYSE and all applicable laws and regulations. Each other standing committee may have a charter as determined in the discretion of the Nominating and Corporate Governance Committee.
2. The Chair of each committee, in consultation with committee members and Company management, will determine a schedule of regular committee meetings and will develop the committee's agenda for each meeting. The schedule of meetings for each committee will be furnished to all directors.

Article IV. Director Access to Management, Employees and

Advisors

1. Directors have free access to members of management and employees of the Company. To the extent appropriate, directors are expected to copy the Chairman of the Board or Corporate Secretary on any written communications between a director and an officer or employee of the Company. Such communications should not be directive other than as relates to routine administrative matters.
2. The Board expects regular attendance and participation of executive officers of the Company at each Board meeting, subject to the Board's right in all instances to meet in executive session or with a more limited number of management representatives.

Article V. Director Compensation

1. The form and amount of director compensation will be determined by the Board upon recommendation of the Human Resources and Compensation Committee in accordance with the policies and principles set forth in its charter and any NYSE listing standard or other applicable rules. The Human Resources and Compensation Committee will conduct a periodic review of director compensation.
2. The Board believes that all directors should own equity in the Company in accordance with the guidelines, policies and plans approved by the Human Resources and Compensation
   Committee. The Board acknowledges that a director's independence may be jeopardized if his or her compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.

Article VI. Director Orientation and Continuing Education

1. All new directors must participate in an orientation program of the Company as soon as reasonably practical after joining the Board. The orientation generally should include presentations by senior management and other appropriate individuals to familiarize new directors with the Company's operations, strategic plans, significant risks, compliance programs (including policies and procedures for the purchase and sale of Company stock), Code of Business Conduct and Ethics, principal officers, and internal and independent auditors.

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2. The Board will also consider whether continuing education in certain areas is warranted for its directors. The Company will pay for one continuing education seminar, conference or workshop per year for each member of the Board to foster his or her education in matters pertaining to corporate governance or directors' responsibilities generally; and Valero will pay for a director's membership in an organization such as the National Association of Corporate Directors in order to ensure receipt of regular newsletters and access to online information resources regarding corporate governance and other matters pertinent to serving as a board member. In addition, the Company will pay all reasonable expenses for a director's participation in continuing education programs approved by the Nominating and Corporate Governance Committee.

Article VII. Management Succession and CEO Evaluation

1. The Human Resources and Compensation Committee shall oversee the Company's management succession planning programs and shall make periodic reports thereof to the Board. The full Board will work with the Compensation Committee to evaluate potential successors to the office of Chief Executive Officer. The Chief Executive Officer should at all times make available his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.
2. The Human Resources and Compensation Committee will conduct an annual review of the Chief Executive Officer's performance. Performance goals and objectives for the Chief
   Executive Officer's compensation will be determined by the Human Resources and Compensation Committee. The Human Resources and Compensation Committee will evaluate the Chief Executive Officer's performance in light of the criteria, goals and objectives established by the committee, and will make a report of its evaluation to the non-management directors meeting in executive session. The non-management directors will review the Human Resources and Compensation Committee's report in order to confirm that the Chief Executive
   Officer is providing effective leadership for the Company.
3. In the event of an emergency or the retirement of the Chief Executive Officer, Section 4 of
   Article V of the Company's bylaws provides that any vacancy occurring in that office because of death, resignation, removal or otherwise may be filled by the Board for the unexpired term of the office. Section 8 of Article V of the Company's bylaws provides that in the absence or disability of the Chief Executive Officer, the President of the Company shall exercise the powers and perform the duties of the Chief Executive Officer unless such authority shall has been delegated by the Board or the Chief Executive Officer to another person.
4. When executive officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) are recruited from outside the Company, the initial list of candidates will include qualified gender and racially diverse candidates among the candidates presented. Any third- party consultant asked to furnish an initial list of candidates will be instructed to include such candidates.

Article VIII. Annual Performance Evaluation

The Board and its committees will conduct annual self-evaluations to determine their effectiveness. The Nominating and Corporate Governance Committee will oversee the evaluation and will report to the Board with an assessment of the Board's performance.

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Article IX. Common Stock Ownership and Retention Guidelines

for Directors and Officers

1. Oversight. The Human Resources and Compensation Committee will be responsible for monitoring compliance with these stock ownership guidelines. The Board shall have full authority to waive or suspend these guidelines in the event of unprecedented events or other force majeure occurrences that would result in an unreasonable application thereof.
2. No Hedging or Pledging. No director or officer may purchase, sell or write calls, puts or other options or derivative instruments on shares of Valero common stock. No director or officer may pledge shares of Valero common stock as collateral or security for indebtedness.
3. Ownership and Retention Guidelines for Directors.
4. 1. Non-EmployeeDirector Stock Ownership Guidelines. Non-employeedirectors are expected to acquire and hold during their service as a Valero Board member shares of
      Valero's common stock ("Common Stock") equal in value to at least five times the annual cash retainer for non-employee directors.
   2. Time Period. Non-employee directors have five years from their initial election to the Board to meet the target stock ownership guideline, and they are expected to continuously own sufficient shares to meet the guideline once attained.
   3. Shares that count toward meeting the stock ownership guidelines:
   4. • Shares owned (e.g., restricted shares, shares obtained upon option exercise, shares purchased in the open market, etc.)
      • Shared ownership (e.g., shares owned or held in trust by immediate family)
      • Shares the receipt of which have been deferred
      • Restricted stock units
   5. Shares that do not count toward meeting the stock ownership guidelines: Unexercised stock options
   6. Stock Retention Guidelines. Until such time as the director reaches his or her share ownership guideline, the director will be required to hold 50% of the shares of Common Stock received upon lapse of the restrictions upon restricted stock and upon exercise of stock options (net of any shares utilized to pay for the exercise price of the option and tax withholding).
5. Ownership and Retention Guidelines for Officers.
6. 1. Stock ownership guidelines for officers of the Company are as follows.

	Value of Shares Owned
Chief Executive Officer	7.5x base salary
President	4.5x base salary
Executive Vice Presidents	3x base salary
Senior Vice Presidents	1.5x base salary
Vice Presidents	1x base salary
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1. Time Period. Company officers are expected to meet the applicable guideline no more than five years after first becoming subject to it, and they are expected to continuously own sufficient shares to meet the guideline once attained.
2. Shares that count toward meeting the stock ownership guidelines:
3. • Shares owned (e.g., restricted shares, shares obtained upon option exercise, shares purchased in the open market, etc.)
   • Shared ownership (e.g., shares owned or held in trust by immediate family)
   • Shares the receipt of which have been deferred
   • Restricted stock units
   • Shares held in thrift/savings plan account(s) (e.g., 401(k) plan account)
4. Shares that do not count toward meeting the stock ownership guidelines:
5. • Unexercised stock options
   • Unvested and/or unpaid performance shares
6. Stock Retention Guidelines. Until such time as the officer reaches his or her share ownership guideline, the officer will be required to hold 50% of the shares of Common Stock received upon lapse of the restrictions upon restricted stock, upon the vesting of performance shares, and upon exercise of stock options (net of any shares utilized to pay for the exercise price of the option and tax withholding).
7. Consent required for sale of 20% or more of shares of Common Stock. Any officer who desires to sell 20% or more of his or her shares of Common Stock must receive the approval of the Chief Executive Officer in advance; the Chief Executive Officer must receive the approval of the Human Resources and Compensation Committee in advance.

Article X. Director Confidentiality Policy

1. Delaware law requires each Director of the Company to perform his or her duties as a Director, including the duties as a member of any Board Committee upon which the Director serves, in good faith, in accordance with the traditional duties of care and loyalty. One important facet of these fiduciary duties is the duty to protect and hold as confidential all non-public information of the Company obtained in the role of a Director. Therefore, it is the policy (the
   "Policy") of the Board of Directors of the Company that:
2. • no Director shall use Confidential Information (defined below) for his or her own personal benefit or to benefit any person or entity outside the Company; and
   • no Director shall disclose Confidential Information to any person or entity outside the Company, either during or after his or her service as a Director of the Company, except with express prior permission of the Company's General Counsel, the
     Chairman of the Board of Directors, or as may be otherwise required by law.
3. For purposes of this Policy, "Confidential Information" means all non-public information (whether or not material to the Company) entrusted to or obtained by a Director by reason of his or her position as a Director of the Company. It includes, but is not limited to, nonpublic information that might be of use to competitors or harmful to the Company, its customers or suppliers or other stakeholders if disclosed, such as:

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1. • non-publicinformation about the Company's financial condition, projections, forecasts, prospects or plans;
   • non-publicinformation regarding the Company's marketing and sales programs, research and development, new product launches or initiatives, or leadership succession plans for the Company's senior officers;
   • non-publicinformation relating to possible business transactions such as mergers, acquisitions, divestitures or joint ventures, or possible capital transactions such as credit facilities, share repurchases, dividends or stock splits;
   • non-publicinformation concerning other companies with whom the Company may conduct business, including information about the Company's customers, suppliers, joint venture partners, or other companies with which the Company is under an obligation of confidentiality; and
   • non-publicinformation about meetings, presentations and discussions relating to issues, deliberations and decisions between and among employees, officers and Directors and their advisers, including the identity, circumstances and fact of retention of any such advisers.
2. By approving this Policy, each Director agrees that all current and future Directors will be bound by the terms of this Policy and that any Director who willfully violates this Policy shall immediately tender his or her resignation to the Board.
3. The provisions contained in this Policy shall be in addition to the obligations imposed upon each Director pursuant to the Company's Code of Business Conduct and Ethics.

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