VALVOLINE INC, DEF 14A filed on 12/19/2025
Proxy Statement (definitive)
v3.25.3
Cover
12 Months Ended
Sep. 30, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name VALVOLINE INC.
Entity Central Index Key 0001674910
v3.25.3
Pay vs Performance Disclosure
12 Months Ended
Sep. 30, 2025
USD ($)
$ / shares
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
$ / shares
Sep. 30, 2022
USD ($)
$ / shares
Sep. 30, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Fiscal
Year
Summary
Compensation
Table Total for
PEO(1)
($)
Compensation
Actually Paid
to PEO(2)
($)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)
Value of Initial Fixed $100
Investment
Based On:
Net
Income(7)
(in $m)
Adjusted
EPS(8)
(in $)
Total
Shareholder
Return(5)
($)
Peer Group
Total
Shareholder
Return(5)(6)
($)
2025
4,844,663 3,697,151 1,459,255 1,247,493 196 180 211 1.64
2024
4,275,549 5,383,484 1,352,818 1,661,267 228 183 212 1.57
2023
5,316,809 7,636,082 1,624,911 1,976,275 176 128 1,420 1.18
2022
5,294,758 3,249,815 1,615,493 1,334,444 138 114 424 2.06
2021
5,747,615 12,776,238 1,297,534 2,210,204 167 169 420 1.73
(1)
Represents the amount reported for each of the corresponding years in the “Total” column of the Summary Compensation Table for Ms. Flees, the Company’s PEO in FY 2025 and FY 2024, and Mr. Mitchell, the Company’s PEO during FY 2023, FY 2022, and FY 2021.
(2)
Represents the amount of “Compensation Actually Paid” to Ms. Flees and Mr. Mitchell, as computed in accordance with Item 402(v) of Regulation S-K. This amount does not reflect the total compensation actually realized or received by Ms. Flees or Mr. Mitchell. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Compensation Actually Paid to PEO
2025
(Flees)
2024
(Flees)
2023
(Mitchell)
2022
(Mitchell)
2021
(Mitchell)
Summary Compensation Table Total 4,844,663 4,275,549 5,316,809 5,294,758 5,747,615
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table
(2,948,321) (2,500,801) (2,941,867) (2,963,993) (2,992,063)
Less, change in pension value and Non-Qualified Deferred Compensation earnings
0 0 0 0 0
Plus, year-end fair value of outstanding and unvested equity awards granted in the year
2,590,894 2,988,031 3,015,548 2,284,525 5,891,221
Plus (less), year over year change in fair value of
outstanding and unvested equity awards granted
in prior years
(543,467) 247,910 717,627 (948,953) 2,462,219
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year
(246,618) 372,794 1,521,859 (444,178) 1,632,946
Plus, change in dividends accrued
0 0 6,107 27,656 34,301
Compensation Actually Paid to PEO
3,697,151 5,383,484 7,636,082 3,249,815 12,776,238
(3)
Represents the average of the amounts reported for the NEOs as a group (excluding the Company’s PEO) for each of the corresponding years in the “Total” column of the Summary Compensation Table. The names of each of the NEOs included for these purposes in each applicable year are as follows:
Year
PEO
NEOs included in Average
2025 Lori A. Flees
J. Kevin Willis, Mary E. Meixelsperger, Linne R. Fulcher, Julie M. O’Daniel, Jonathan L. Caldwell
2024 Lori A. Flees Mary E. Meixelsperger, Linne R. Fulcher, Julie M. O’Daniel, Jonathan L. Caldwell
2023
Samuel J. Mitchell, Jr.
Mary E. Meixelsperger, Lori A Flees, Julie M. O’Daniel, Heidi J. Matheys,
Year
PEO
NEOs included in Average
2022
Samuel J. Mitchell, Jr.
Mary E. Meixelsperger, Lori A Flees, Julie M. O’Daniel, Jamal K. Muashsher
2021
Samuel J. Mitchell, Jr.
Mary E. Meixelsperger, Julie M. O’Daniel, Crag A. Moughler, Thomas A. Gerrald II, Anthony Puckett
(4)
Represents the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding the Company’s PEO), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Average Compensation Actually Paid to Non-PEO
NEOs
2025
2024
2023
2022
2021
Average Summary Compensation Table Total 1,459,255 1,352,818 1,624,911 1,615,493 1,297,534
Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table
(737,932) (531,793) (628,597) (639,430) (385,342)
Less, change in pension value and Non-Qualified Deferred Compensation earnings
(3,675) (480) (354) (278) (7,487)
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year
689,761 635,404 644,341 519,947 717,368
Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years
(97,962) 91,920 145,078 (111,663) 375,239
Plus (less), average year over year change in fair value
of equity awards granted in prior years that vested in
the year
(61,954) 113,399 189,379 (54,158) 206,265
Plus, change in dividends accrued
0 0 1,517 4,534 6,628
Average Compensation Actually Paid to Non-PEO NEOs
1,247,493 1,661,267 1,976,275 1,334,444 2,210,204
(5)
Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is October 1, 2020.
(6)
The peer group used for this purpose is the following published industry index: S&P MidCap 400 Specialty Retail Index.
(7)
Represents the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. In fiscal 2023, the Company sold the Valvoline Global Products business, which created a significant increase to Net Income from the gain on the sale. Fiscal 2024 represents the Company’s first year as a pure-play automotive retail services business.
(8)
Adjusted EPS is a non-GAAP measure. Adjusted EPS is defined as diluted earnings per share calculated using adjusted income from continuing operations. See Appendix A for a reconciliation of adjusted EPS to the most directly comparable GAAP financial measure.
       
Company Selected Measure Name Adjusted EPS        
Named Executive Officers, Footnote
(3)
Represents the average of the amounts reported for the NEOs as a group (excluding the Company’s PEO) for each of the corresponding years in the “Total” column of the Summary Compensation Table. The names of each of the NEOs included for these purposes in each applicable year are as follows:
Year
PEO
NEOs included in Average
2025 Lori A. Flees
J. Kevin Willis, Mary E. Meixelsperger, Linne R. Fulcher, Julie M. O’Daniel, Jonathan L. Caldwell
2024 Lori A. Flees Mary E. Meixelsperger, Linne R. Fulcher, Julie M. O’Daniel, Jonathan L. Caldwell
2023
Samuel J. Mitchell, Jr.
Mary E. Meixelsperger, Lori A Flees, Julie M. O’Daniel, Heidi J. Matheys,
Year
PEO
NEOs included in Average
2022
Samuel J. Mitchell, Jr.
Mary E. Meixelsperger, Lori A Flees, Julie M. O’Daniel, Jamal K. Muashsher
2021
Samuel J. Mitchell, Jr.
Mary E. Meixelsperger, Julie M. O’Daniel, Crag A. Moughler, Thomas A. Gerrald II, Anthony Puckett
       
Peer Group Issuers, Footnote
(5)
Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is October 1, 2020.
(6)
The peer group used for this purpose is the following published industry index: S&P MidCap 400 Specialty Retail Index.
       
PEO Total Compensation Amount $ 4,844,663 $ 4,275,549 $ 5,316,809 $ 5,294,758 $ 5,747,615
PEO Actually Paid Compensation Amount $ 3,697,151 5,383,484 7,636,082 3,249,815 12,776,238
Adjustment To PEO Compensation, Footnote
(2)
Represents the amount of “Compensation Actually Paid” to Ms. Flees and Mr. Mitchell, as computed in accordance with Item 402(v) of Regulation S-K. This amount does not reflect the total compensation actually realized or received by Ms. Flees or Mr. Mitchell. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Compensation Actually Paid to PEO
2025
(Flees)
2024
(Flees)
2023
(Mitchell)
2022
(Mitchell)
2021
(Mitchell)
Summary Compensation Table Total 4,844,663 4,275,549 5,316,809 5,294,758 5,747,615
Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table
(2,948,321) (2,500,801) (2,941,867) (2,963,993) (2,992,063)
Less, change in pension value and Non-Qualified Deferred Compensation earnings
0 0 0 0 0
Plus, year-end fair value of outstanding and unvested equity awards granted in the year
2,590,894 2,988,031 3,015,548 2,284,525 5,891,221
Plus (less), year over year change in fair value of
outstanding and unvested equity awards granted
in prior years
(543,467) 247,910 717,627 (948,953) 2,462,219
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year
(246,618) 372,794 1,521,859 (444,178) 1,632,946
Plus, change in dividends accrued
0 0 6,107 27,656 34,301
Compensation Actually Paid to PEO
3,697,151 5,383,484 7,636,082 3,249,815 12,776,238
       
Non-PEO NEO Average Total Compensation Amount $ 1,459,255 1,352,818 1,624,911 1,615,493 1,297,534
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,247,493 1,661,267 1,976,275 1,334,444 2,210,204
Adjustment to Non-PEO NEO Compensation Footnote
(4)
Represents the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding the Company’s PEO), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Average Compensation Actually Paid to Non-PEO
NEOs
2025
2024
2023
2022
2021
Average Summary Compensation Table Total 1,459,255 1,352,818 1,624,911 1,615,493 1,297,534
Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table
(737,932) (531,793) (628,597) (639,430) (385,342)
Less, change in pension value and Non-Qualified Deferred Compensation earnings
(3,675) (480) (354) (278) (7,487)
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year
689,761 635,404 644,341 519,947 717,368
Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years
(97,962) 91,920 145,078 (111,663) 375,239
Plus (less), average year over year change in fair value
of equity awards granted in prior years that vested in
the year
(61,954) 113,399 189,379 (54,158) 206,265
Plus, change in dividends accrued
0 0 1,517 4,534 6,628
Average Compensation Actually Paid to Non-PEO NEOs
1,247,493 1,661,267 1,976,275 1,334,444 2,210,204
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_capvstsrandpeer-pn.jpg]        
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_capvstsr-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_adjustedeps-pn.jpg]
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_capvstsrandpeer-pn.jpg]        
Tabular List, Table
Financial Performance Measures
As described in greater detail under “Executive CompensationCompensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

Adjusted EPS
Adjusted Net Income
Net Sales
Adjusted EBIT
TSR
       
Total Shareholder Return Amount $ 196 228 176 138 167
Peer Group Total Shareholder Return Amount 180 183 128 114 169
Net Income (Loss) $ 211,000,000 $ 212,000,000 $ 1,420,000,000 $ 424,000,000 $ 420,000,000
Company Selected Measure Amount | $ / shares 1.64 1.57 1.18 2.06 1.73
PEO Name Lori A. Flees        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EPS        
Non-GAAP Measure Description
(8)
Adjusted EPS is a non-GAAP measure. Adjusted EPS is defined as diluted earnings per share calculated using adjusted income from continuing operations. See Appendix A for a reconciliation of adjusted EPS to the most directly comparable GAAP financial measure.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Net Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Sales        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted EBIT        
Measure:: 5          
Pay vs Performance Disclosure          
Name TSR        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,948,321) (2,500,801) (2,941,867) (2,963,993) (2,992,063)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,590,894 2,988,031 3,015,548 2,284,525 5,891,221
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (543,467) 247,910 717,627 (948,953) 2,462,219
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (246,618) 372,794 1,521,859 (444,178) 1,632,946
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 6,107 27,656 34,301
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,675) (480) (354) (278) (7,487)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (737,932) (531,793) (628,597) (639,430) (385,342)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 689,761 635,404 644,341 519,947 717,368
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (97,962) 91,920 145,078 (111,663) 375,239
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (61,954) 113,399 189,379 (54,158) 206,265
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 1,517 $ 4,534 $ 6,628
v3.25.3
Award Timing Disclosure
12 Months Ended
Sep. 30, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Compensation Committee grants long-term incentive awards (RSUs, PSUs and SARs) to executive officers and other employees pursuant to the 2016 Incentive Plan according to the following timeline: (i) annual long-term incentive awards are granted effective as of the date the Compensation Committee approved the award, which occurs annually in November; and (ii) new-hire, retention, recognition or promotion long-term incentive awards are granted effective as of the first trading day of the month immediately following the date on which the Compensation Committee approved the award. The Compensation Committee does not time the grant of SARs or other long-term incentive awards in anticipation of the release of material non-public information, nor does the Company time the release of material non-public information on the basis of SAR or other long-term incentive award grant dates. If the Company is in possession of material non-public information on the date of award approval, the Compensation Committee may establish an effective date for SARs and other long-term incentive awards after the date of the planned release of material non-public information.
Award Timing Method The Compensation Committee grants long-term incentive awards (RSUs, PSUs and SARs) to executive officers and other employees pursuant to the 2016 Incentive Plan according to the following timeline: (i) annual long-term incentive awards are granted effective as of the date the Compensation Committee approved the award, which occurs annually in November; and (ii) new-hire, retention, recognition or promotion long-term incentive awards are granted effective as of the first trading day of the month immediately following the date on which the Compensation Committee approved the award.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The Compensation Committee does not time the grant of SARs or other long-term incentive awards in anticipation of the release of material non-public information, nor does the Company time the release of material non-public information on the basis of SAR or other long-term incentive award grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.25.3
Insider Trading Policies and Procedures
12 Months Ended
Sep. 30, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true