Corporate Board Profile
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| Filing Date | Source Excerpt |
|---|---|
| 2009-04-23 | Robert A. Profusek Age 59 Mr. Profusek is the Head of Mergers & Acquisitions for Jones Day, a global law firm which he joined in 1975. Mr. Profusek also serves as a Director of Valero Energy Corporation and is a member of Valero's Compensation and Nominating and Governance Committees. 2008 DIRECTOR COMPENSATION Robert A. Profusek Fees Earned or Paid in Cash: $47,417 Stock Awards: $51,933 Option Awards: $52 Total: $99,402 Committees: Finance and Strategic Initiatives Committee |
| 2010-04-20 | Mr. Profusek is the Head of Mergers & Acquisitions for Jones Day, a global law firm which he joined in 1975. Mr. Profusek also serves as a Director of Valero Energy Corporation and is a member of Valero's Compensation and Nominating and Governance Committees. The Board believes that Mr. Profusek's substantial experience in mergers and acquisitions, corporate finance and experience serving as a director of other companies make him well qualified to serve as a director. 2009 Director Compensation table shows Robert A. Profusek received total compensation of $109,294. |
| 2011-04-19 | Mr. Profusek is the Head of Mergers & Acquisitions for Jones Day, a global law firm which he joined in 1975. Mr. Profusek also serves as the Lead Director of Valero Energy Corporation and is a member of the company's Compensation Committee and Nominating and Governance Committee. The Board believes that Mr. Profusek's substantial experience in mergers and acquisitions, corporate governance, and experience serving as a director of other companies make him well qualified to serve as a director. |
| 2012-04-17 | Robert A. Profusek Director since 1998 Age 62 Mr. Profusek is the Head of Mergers & Acquisitions for Jones Day, a global law firm which he joined in 1975. ... The Board believes that Mr. Profusek's substantial experience in mergers and acquisitions, corporate governance, and experience serving as a director of other companies make him well qualified to serve as a director. Finance and Strategic Initiatives Committee: Directors Profusek, Cody, Hemminghaus, and Khilnani are the current members of the Finance and Strategic Initiatives Committee. Mr. Profusek is the Chairman of the Finance and Strategic Initiatives Committee. |
| 2013-04-17 | Robert A. Profusek Director since 1998 Age 63 Mr. Profusek is the Head of Mergers & Acquisitions for Jones Day...The Finance and Strategic Initiatives Committee is a standing committee of the Board. Directors Profusek, Cody, Hunter and Mr. Vinod M. Khilnani are the current members...2012 Director Compensation table shows Robert A. Profusek received $60,000 in fees and $67,160 in stock awards, totaling $127,160. |
| 2014-04-11 | Mr. Profusek is the Head of Mergers & Acquisitions for Jones Day, a global law firm which he joined in 1975. Mr. Profusek also serves as the Lead Director of Valero Energy Corporation and is a member of the company's Compensation Committee and Nominating and Governance Committee. He previously served as a director of two other NYSE-listed companies. The Board believes that Mr. Profusek's substantial experience in mergers and acquisitions, corporate governance, and experience serving as a director of other companies make him well qualified to serve as a director. |
| 2015-04-09 | Mr. Profusek is the head of mergers & acquisitions for Jones Day, a global law firm. The Board believes that Mr. Profusek's substantial experience in mergers and acquisitions, corporate governance and experience serving as a director of other companies make him well qualified to serve as a director. 2014 Director Compensation: Robert A. Profusek Fees Earned or Paid in Cash $60,000, Stock Awards $70,438, Total $130,438. Committees: Technology and Transactions Committee. |
| 2016-04-07 | Mr. Profusek is the global chairman of the mergers & acquisitions department of Jones Day, a global law firm which he joined in 1975. Mr. Profusek also serves as the Lead Director of Valero Energy Corporation and is a member of Valero’s Compensation Committee. He previously served as a director of two other NYSE-listed companies. The Board believes that Mr. Profusek’s substantial experience in mergers and acquisitions, corporate governance and experience serving as a director of other publicly traded companies make him well qualified to serve as a director. |
| 2017-04-05 | Robert A. Profusek Age 67 Director since 1998 Mr. Profusek is the global chairman of the mergers & acquisitions department of Jones Day... The Board believes that Mr. Profusek’s substantial experience in mergers and acquisitions, corporate governance and experience serving as a director of other publicly traded companies make him well qualified to serve as a director. |
| 2018-04-05 | Robert A. Profusek Age 68 Director since 1998 Mr. Profusek is the global chairman of the mergers & acquisitions department of Jones Day, a global law firm which he joined in 1975. ... Directors Hunter, Catlow, O’Sullivan and Profusek are the current members of the Technology and Transactions Committee with Mr. Hunter as the Chairman. ... The Compensation Committee is a standing committee of the Board. Directors Collawn, Catlow, Hunter and Murphy are the current members of the Compensation Committee. ... 2017 Director Compensation Robert A. Profusek Fees Earned or Paid in Cash: $80,000 Stock Awards: $96,940 Total: $176,940 |
| 2019-04-04 | Robert A. Profusek Age 69 Director since 1998 ... Committee Membership Robert A. Profusek: Technology and Transactions Committee, Compensation Committee ... 2018 Director Compensation Robert A. Profusek: Fees Earned or Paid in Cash $80,000, Stock Awards $121,170, Total $201,170 |
| 2020-04-02 | Robert A. Profusek Age 70 Director since 1998 Committee Membership in 2019: Audit Committee, Compensation Committee, Nominating and Governance Committee (Chairman) 2019 Director Compensation: $202,364 total |
| 2021-04-01 | ROBERT A. PROFUSEK Age 71 Director since 1998 ... Lead Independent Director of Valero Energy Corporation (2005-Present); Member of the Compensation Committee ... Lead Independent Director of Kodiak Sciences, Inc. (2018-Present); Chairman of the Nominating and Governance Committee and Member of the Compensation Committee ... Robert A. Profusek 83,950 Fees Earned or Paid in Cash, 122,766 Stock Awards, 206,716 Total |
| 2022-04-01 | Nominee Robert A. Profusek Age: 72 Director since: 1998 Professional Experience: Partner and Chair of the Global Mergers and Acquisitions Practice of Jones Day (1975–Present) Other Public Company Boards: Lead Independent Director of Valero Energy Corporation (2005–Present); Member of the Compensation Committee Lead Independent Director of Kodiak Sciences, Inc. (2018–Present); Chair of the Nominating and Governance Committee and Member of the Compensation Committee Committees of the Board of Directors: Audit Committee, Compensation Committee, Nominating, Governance and Sustainability Committee Chair of Nominating, Governance and Sustainability Committee 2021 Director Compensation: $228,533 |
| 2023-03-31 | Mr. Profusek is a partner with Jones Day, a leading global law firm, where he serves as the Chair of the Global Mergers and Acquisitions practice. Since joining Jones Day in 1975, Mr. Profusek has been recognized as one of the world’s leading mergers and acquisitions and corporate governance lawyers. He has worked on hundreds of mergers, acquisitions and buyouts and has advised many boards and director committees on sensitive governance matters. Since 2005, Mr. Profusek has been a member of the Board of Directors of Valero Energy Corporation (NYSE: VLO), the largest independent petroleum refiner in the world and the world’s second largest renewable fuels producer, currently serving as Lead Independent Director and as a member of the Human Resources and Compensation and Sustainability and Public Policy Committees. In 2018, Mr. Profusek joined the Board of Directors of Kodiak Sciences, Inc., (NASDAQ: KOD), a biopharmaceutical company specializing in therapeutics to treat chronic, high-prevalence ophthalmic diseases, and currently serves as Lead Independent Director, Chair of the Nominating and Governance Committee and as a member of the Compensation Committee. The Board believes that Mr. Profusek’s substantial experience in corporate governance and transactions, as well as serving as a director of several other publicly traded companies, make him well qualified to serve as a director. Committee Assignments: Nominating, Governance and Sustainability (Chair), Compensation and Talent. 2022 Director Compensation: $237,436. |
| 2024-03-29 | Mr. Profusek is Lead Independent Director, Chair of Nominating, Governance and Sustainability Committee, and member of Compensation and Talent Committee. 2023 Director Compensation table shows total compensation of $243,556. |
| 2025-03-28 | Mr. Profusek is a partner with Jones Day, a leading global law firm. |
| Filing Date | Source Excerpt |
|---|---|
| 2012-03-23 | The Board selected Robert A. Profusek to serve as Lead Director during 2012. The Nominating/Governance and Public Policy Committee members were Jerry D. Choate (Chairman), Ronald K. Calgaard, Donald L. Nickles, Robert A. Profusek, and Rayford Wilkins, Jr. During 2011, members of the Compensation Committee were Bob Marbut (Chairman), Jerry D. Choate, Donald L. Nickles, Robert A. Profusek, and Rayford Wilkins, Jr. Director compensation table shows Robert A. Profusek received $135,000 in fees and $160,021 in stock awards totaling $295,021. |
| 2013-03-22 | Following the recommendation of the Nominating/Governance and Public Policy Committee, the Board selected Robert A. Profusek to serve as Lead Director during 2013. He also served as Lead Director in 2012. |
| 2014-03-21 | During 2013, members of the Compensation Committee were Jerry D. Choate (Chair), Bob Marbut, Robert A. Profusek, Stephen M. Waters, Randall J. Weisenburger, and Rayford Wilkins, Jr. The Nominating/Governance and Public Policy Committee members were Robert A. Profusek (Chair), Jerry D. Choate, Deborah P. Majoras, Donald L. Nickles, and Phillip J. Pfeiffer. Members of the Executive Committee are William R. Klesse (Chair), Jerry D. Choate, Ruben M. Escobedo, and Robert A. Profusek. |
| 2015-03-20 | Robert A. Profusek, Director, Age 64, Director since 2005. Lead Director. Compensation: Fees Earned or Paid in Cash $155,000, Stock Awards $160,001, Total $315,001. Member of Compensation Committee and Nominating/Governance and Public Policy Committee. |
| 2016-03-31 | Robert A. Profusek The Lead Director, working with the committee chairs, sets agendas and leads the discussion of regular meetings of the Board outside the presence of management. Members of the Compensation Committee are: • Robert A. Profusek. This table summarizes compensation earned by our directors for the year ended December 31, 2015. Robert A. Profusek 165,000 fees earned + 170,002 stock awards = 335,002 total compensation. |
| 2017-03-23 | Mr. Profusek is a partner at Jones Day law firm and serves as Lead Director. He is Chair of the Compensation Committee. Director Compensation Table shows total compensation of $315,038 in 2016. |
| 2018-03-21 | Mr. Profusek is a partner of the Jones Day law firm and serves as Lead Director. He serves on the Compensation Committee. |
| 2019-03-20 | Robert A. Profusek, Age: 68, Director Since: 2005, Lead Director, Committee: Compensation, Independent, Compensation earned: $335,046 |
| 2020-03-19 | Director Compensation table: Robert A. Profusek received $160,000 in cash fees and $175,000 in stock awards for a total of $335,000 in 2019. |
| 2021-03-18 | Robert A. Profusek, Age: 70, Director Since: 2005, Lead Director, Committee: Compensation, Independent. Director Compensation: Fees Earned or Paid in Cash ($): 165,000, Stock Awards ($): 200,049, Total ($): 365,049. |
| 2022-03-17 | Robert A. Profusek Age: 71 Director Since: 2005 Committees: Human Resources and Compensation; and Sustainability and Public Policy Independent Lead Independent Director Director Compensation Table: Robert A. Profusek 165,000 Fees Earned or Paid in Cash, 200,014 Stock Awards, 365,014 Total Compensation |
| 2023-03-22 | Robert A. Profusek, Age: 72, Director Since: 2005, Committees: Human Resources and Compensation; and Sustainability and Public Policy, Independent. Lead Independent Director. Director compensation in 2022: Fees Earned or Paid in Cash: $165,000, Stock Awards: $200,076, Total: $365,076. |
| 2024-03-26 | Robert A. Profusek Age: 73 Director Since: 2005 Committees: Human Resources and Compensation; and Sustainability and Public Policy Independent Lead Independent Director This table summarizes compensation earned by our directors in 2023. Robert A. Profusek 165,000 200,059 365,059 |
Source material: SEC submissions metadata and DEF 14A proxy filings from EDGAR. Last updated: 2026-03-22