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Valvoline Executive Compensation (FY25)

VVV · Executive and director compensation, fiscal 2022 to 2025
Chief executive, fiscal 2025
◇
Lori Flees
Median of the other named officers
$1,339,497
5 officers, excluding the chief executive
Latest say-on-pay support
=
January 28, 2026
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Data as of November 4, 2026Latest filing (8-K): January 29, 2026
11 filings cited on this page
A report that fails to generate is refunded in full
Published by Velarion Company Intelligence
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312 figures on this page: 303 cited to the filing that reported them, 9 calculated from figures it prints. See the citations
What changed from fiscal 2024 to fiscal 2025
The figures that moved, and by how much. Analysis of these figures is part of the Velarion platform.
Chief executive total compensation — Lori Flees: $4,275,549 → $4,844,663 (13.3% higher)
Say-on-pay support: 91.7% → 87.8% (3.9 points lower)

Frequently asked questions

Answers drawn from the data on this page.
Who is Valvoline's chief executive and what were they paid?
Lori Flees, President and Chief Executive Officer, received $4,844,663 in total compensation for fiscal 2025. Compared with the $4,275,549 reported for fiscal 2024, Flees' total was 13.3% higher.
What was Valvoline's say-on-pay result?
For fiscal 2025, shareholders backed the say-on-pay proposal with 87.8% of votes cast for or against in favor at the meeting held January 28, 2026.
Which companies are in Valvoline's peer group?
Companies named in the disclosed peer group include Driven Brands Holdings, Inc., Floor & Decor Holdings, Inc., H&R Block, Inc., Jack in the Box Inc. and Leslie's, Inc., among others.

Executive compensation

Every element reported for each named executive officer, by fiscal year.
Fiscal 2022
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Samuel Mitchell Jr.
Chief Executive Officer
◇—◇◇◇—◇◇
Lori Flees
Senior Vice President and President, Retail Services
◇◇◇—◇—◇◇
Mary Meixelsperger
Chief Financial Officer
◇—◇◇◇—◇◇
Julie O’Daniel
Senior Vice President, Chief Legal Officer and Corporate Secretary
◇—◇◇◇◇◇◇
Jamal Muashsher
Senior Vice President and President, Global Products
◇—◇◇◇—◇◇
Fiscal 2023
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Lori Flees
President and Chief Executive Officer
◇—◇◇◇—◇◇
Mary Meixelsperger
Senior Vice President Former Chief Financial Officer
◇—◇◇◇—◇◇
Julie O’Daniel
Senior Vice President, Chief Legal Officer and Corporate Secretary
◇—◇◇◇◇◇◇
Fiscal 2024
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Lori Flees
President and Chief Executive Officer
◇—◇◇◇—◇◇
Mary Meixelsperger
Senior Vice President Former Chief Financial Officer
◇—◇◇◇—◇◇
Linne Fulcher
Senior Vice President and Chief Operating Officer
◇—◇◇◇—◇◇
Julie O’Daniel
Senior Vice President, Chief Legal Officer and Corporate Secretary
◇—◇◇◇◇◇◇
Jonathan Caldwell
Senior Vice President and Chief People Officer
◇—◇◇◇—◇◇
Fiscal 2025
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Lori Flees
President and Chief Executive Officer
◇—◇◇◇—◇◇
J. Kevin Willis
Chief Financial Officer
◇—◇◇◇◇◇◇
Mary Meixelsperger
Senior Vice President Former Chief Financial Officer
Departed during or after this year
◇—◇◇◇—◇◇
Linne Fulcher
Senior Vice President and Chief Operating Officer
◇—◇◇◇—◇◇
Julie O’Daniel
Senior Vice President, Chief Legal Officer and Corporate Secretary
◇—◇◇◇◇◇◇
Jonathan Caldwell
Senior Vice President and Chief People Officer
◇—◇◇◇—◇◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.

Equity awards granted

Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2025
OfficerAwardGrant dateThreshold unitsTarget unitsUnits grantedMaximum unitsExercise priceGrant date fair value
Jonathan CaldwellPSU◇◇◇—◇—◇
Jonathan CaldwellRSU◇——◇——◇
Jonathan CaldwellOPTION◇——◇—◇◇
Julie O’DanielPSU◇◇◇—◇—◇
Julie O’DanielRSU◇——◇——◇
Julie O’DanielOPTION◇——◇—◇◇
Kevin WillisPSU◇◇◇—◇—◇
Kevin WillisRSU◇——◇——◇
Kevin WillisOPTION◇——◇—◇◇
Linne FulcherRSU◇——◇——◇
Linne FulcherPSU◇◇◇—◇—◇
Linne FulcherOPTION◇——◇—◇◇
Lori FleesPSU◇◇◇—◇—◇
Lori FleesRSU◇——◇——◇
Lori FleesOPTION◇——◇—◇◇
Mary MeixelspergerRSU◇——◇——◇
Mary MeixelspergerPSU◇◇◇—◇—◇
Mary MeixelspergerOPTION◇——◇—◇◇
Fiscal 2022, 2023 are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.

Outstanding awards

Awards still held at fiscal year end.
As disclosed at fiscal 2025 year end
OfficerAwardUnvested unitsMarket value of unvested unitsExercise priceExpires
Lori FleesPSU◇◇——
RSU◇◇——
Option◇—◇11/21/2034
Option◇—◇11/16/2033
Option◇—◇11/29/2032
Kevin WillisOption◇—◇06/02/2035
PSU◇◇——
RSU◇◇——
Mary MeixelspergerRSU◇◇——
PSU◇◇——
Option◇—◇11/21/2034
Option◇—◇11/16/2033
Option◇—◇11/29/2032
Linne FulcherPSU◇◇——
RSU◇◇——
Option◇—◇11/21/2034
Option◇—◇11/16/2033
Julie O’DanielRSU◇◇——
PSU◇◇——
Option◇—◇11/21/2034
Option◇—◇11/16/2033
Option◇—◇11/29/2032
Jonathan CaldwellPSU◇◇——
RSU◇◇——
Option◇—◇11/21/2034
Option◇—◇11/16/2033
Option◇—◇11/29/2032
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director compensation

What each non-employee director was paid.
Fiscal 2025
DirectorFees earned in cashStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Richard J. Freeland
Board chair
◇◇————◇
Mary J. Twinem
◇◇————◇
Vada O. Manager
◇◇————◇
Gerald W. Evans Jr
◇◇————◇
Jennifer L. Slater
◇◇————◇
Patrick S. Pacious
◇◇————◇
Carol H. Kruse
◇◇————◇
Charles M. Sonsteby
◇◇————◇
Chris Carr, Lori A. Flees and Janet S. Wong served on the board in fiscal 2025 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
Earlier years are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director fee schedule

The standing retainers and premiums the board pays, as published.
Board cash retainer◇
Board equity retainer◇
Total board retainer◇
Board chair premium◇
Audit committee chair◇
Compensation committee chair◇
Nominating and governance chair◇
Equity is delivered as restricted stock units.

Disclosed peer group

The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.
Fiscal 2025
  • Driven Brands Holdings, Inc. FUBR
  • Floor & Decor Holdings, Inc. FND
  • H&R Block, Inc. HRB
  • Jack in the Box Inc. JACK
  • Leslie's, Inc. LES
  • Leslie’s, Inc. symbol not shown
  • Mister Car Wash, Inc. MCW
  • Monro, Inc. MRO
  • National Vision Holdings, Inc. EYE
  • The Container Store Group CSR
  • The Wendy's Company WEN
  • Warby Parker Inc. WRBY
  • Wingstop Inc. WING

Say-on-pay history

Shareholder support for the compensation program, by year.
YearMeetingSupportVotes forVotes againstAbstentions
2025January 28, 2026=◇◇◇
2024January 28, 2025=◇◇◇
2023January 25, 2024=◇◇◇
2022January 26, 2023=◇◇◇
2021January 25, 2022=◇◇◇
2020January 28, 2021=◇◇◇
2019January 30, 2020=◇◇◇
2018January 31, 2019=◇◇◇
2017January 31, 2018=◇◇◇

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Sample answer — “What is the CEO’s total compensation?”
- Lori Flees (President and Chief Executive Officer), FY2025 total compensation $4,844,663 (base salary $923,178) [exec_comp, SEC accession 0001104659-25-122788, filed 2025-12-19]

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What this page does not include

Everything above is a fact Valvoline disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
Peer benchmarking
Where Valvoline sits against its disclosed peers — percentile position by role and by pay element, and the ranking behind it. The disclosed peer group is free; comparisons across it are part of the Velarion platform.
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A read of the pay program as designed and as paid: incentive structure, goal rigor, the alignment between the committee's stated philosophy and what the numbers show.
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Board and governance analysis
Committee composition, independence, director pay positioning, and the governance provisions read together rather than listed.
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Realizable pay
What the awards above are actually worth today against what they were valued at on grant, and what the gap says about the pay-for-performance link.
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Citations

Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
312 figures on this page: 303 cited to the filing that reported them, 9 calculated from figures it prints.
303 cited to the filing
9 calculated from the filing

Documents cited

  1. 0001674910-26-000006
    Item 5.07. Submission of Matters to a Vote of Security Holders.
  2. 0001104659-25-122788
    Fiscal 2025 Director Compensation Program · Grants of Plan-Based Awards for Fiscal 2025 · Outstanding Equity Awards at Fiscal 2025 Year-End · Summary Compensation Table
  3. 0001674910-25-000027
    Item 5.07. Submission of Matters to a Vote of Security Holders.
  4. 0001674910-24-000024
    Item 5.07. Submission of Matters to a Vote of Security Holders.
  5. 0001674910-23-000025
    Item 5.07. Submission of Matters to a Vote of Security Holders.
  6. 0001193125-22-306590
    Summary Compensation Table
  7. 0001674910-22-000019
    Item 5.07. Submission of Matters to a Vote of Security Holders.
  8. 0001674910-21-000024
    Item 5.07. Submission of Matters to a Vote of Security Holders.
  9. 0001674910-20-000035
    Item 5.07. Submission of Matters to a Vote of Security Holders.
  10. 0001674910-19-000031
    Item 5.07 . Submission of Matters to a V ote of S ecurity Holders .
  11. 0000947871-18-000104
    Item 5.07. Submission of Matters to a Vote of Security Holders.
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This page is free to cite. Attribution we ask for:
Velarion, “Valvoline executive compensation, FY2022–FY2025.” https://intel.velarion.ai/comp/VVV (accessed 2026).
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11 filings cited on this page
Method: intel.velarion.ai/methodology
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Published by Velarion Company Intelligence
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Peers Valvoline discloses

The companies named in VVV's own disclosed peer group.

Floor & Decor Holdings, Inc.H&R Block, Inc.Jack in the Box Inc.Monro, Inc.National Vision Holdings, Inc.The Container Store GroupThe Wendy's CompanyWarby Parker Inc.Wingstop Inc.

Terms on this page

Say-on-Pay VoteCEO Pay RatioMedian Employee CompensationAll companies

Free to read and cite. Redistribution or bulk use of the dataset requires a data license. Talk to us about the data license.

Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
  author = {{Velarion Company Intelligence}},
  title = {Velarion database: executive and board compensation data},
  year = {2026},
  version = {2026Q3},
  doi = {10.5281/zenodo.22283854},
  publisher = {Zenodo},
  url = {https://doi.org/10.5281/zenodo.22283854}
}
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