VALVOLINE INC appointed Lori A. Flees as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 


On August 9, 2023, the Company issued a press release ("CEO Succession Press Release") announcing that Samuel J. Mitchell, Jr., the Company's Chief Executive Officer ("CEO") and a member of the Board of Directors (the "Board"), notified the Company's Board on August 3, 2023 of his intention to retire as CEO and as a member of the Board, effective as of the close of business on September 30, 2023. The Board has appointed Lori A. Flees, the Company's President, Retail Services, to succeed Mr. Mitchell as CEO, effective October 1, 2023.


Ms. Flees, age 52, has served as the Company's President, Retail Services, since April 2022. In her role as President, Ms. Flees oversees Valvoline's fast growing retail services business, which operates over 1,800 Company-owned and franchised service center locations serving consumer and fleet customers. Ms. Flees started her career in the automotive industry 35 years ago with General Motor's GMC Truck division. After 17 years at Bain & Company, a global strategy consulting firm, Ms. Flees spent nearly a decade at Walmart where she led all aspects of Walmart's Health & Wellness business across more than 4,800 locations. She joined Walmart to lead corporate strategy and development, and later moved into leadership roles that included the incubation of new retail capabilities via the deployment of emerging technologies, strategic partnership development with companies such as Google and Microsoft, and the leadership of the pharmacy and optical business of Sam's Club.


In connection with her promotion to CEO, the Compensation Committee approved an increase in Ms. Flees' annual base salary from $700,000 to $900,000 and her target annual incentive compensation opportunity from 75% to 100% of her annual base salary, effective October 1, 2023. In addition, the Compensation Committee approved an increase in Ms. Flees' target long-term incentive compensation opportunity from $1,000,000 to $2,500,000, which will be effective with the Company's annual grant of equity awards for fiscal 2024. 


On August 3, 2023, the Board also approved the recommendation of the Governance & Nominating Committee of the Board that Ms. Flees be elected to the Board, effective October 1, 2023. As an employee director, Ms. Flees will not be entitled to receive compensation for her service as a member of the Board.


There are no arrangements or understandings between Ms. Flees and any other person pursuant to which she was elected as a director. There are not transactions or proposed transactions between Ms. Flees and the Company that would be required to be reported under Item 404(a) of Regulation S-K.


A copy of the Succession Press Release issued by the Company on August 9, 2023, announcing Mr. Mitchell's retirement and Ms. Flees' appointment as CEO and election to the Board is attached to this Form 8-K as Exhibit 99.2, which is incorporated by reference into this Item 5.02.