Company News

CST Employees Could Become Owners

Board approves stock plan, appoints director with “deep financial markets experience”

SAN ANTONIO -- Striving to share the success of the freshly spun CST Brands Inc., CEO and president Kim Lubel saw early on the chance to help the company’s “team members” to get their own slice of the pie. And now CST, owner of the Corner Store convenience-store chain, is rolling out an employee stock ownership plan (ESOP), according to a filing with the U.S. Securities & Exchange Commission (SEC).

Joseph E. Reece CST Brands

The company will allow U.S. employees to participate in the plan effective Jan. 1, 2016 (the company also has a retail presence in Canada). Employees who have been with a participating company for at least six months may elect to participate in the plan during offering periods in January and July of each year through payroll deductions.

The price of the stock will be 85% of the price of the fair market value of a share of stock on the offering date or purchase date, whichever is lower.

Lubel told The San Antonio Express-News that she has been considering offering stock to employees since CST spun off from Valero in 2013.

“As we set up as a new public company, one of the opportunities I could see was to give employees a chance to get in as an owner,” she told the newspaper. “From a retail perspective, having your employees … become owners of the company certainly takes you to the next level of customer loyalty.”

As reported in a 21st Century Smoke/CSP Daily News Flash, the company’s board of directors approved the plan on Sept. 10, subject to approval by the holders of a majority of the outstanding shares of common stock at the 2016 stockholders’ annual meeting in June.

In other company news, CST said its board has appointed Joseph E. Reece as an independent director. He will also serve on the company’s executive committee and nominating and governance committee. The latter assesses the board’s composition so that it encompasses a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the company’s business.

Following Reece’s appointment, nine of CST’s 11 directors are independent.

Reece has more than 28 years of experience advising public and private corporations, boards, financial sponsors and institutional investors on strategy, financing and mergers and acquisitions. He has extensive experience in the real estate, consumer and retail, energy, technology, media, healthcare, financial services and industrial sectors.

Reece recently concluded his 18-year career with Credit Suisse as its global head of equity capital markets (ECM)

“Joe brings extensive investment banking and capital markets experience to the CST board; furthermore, his depth and breadth of knowledge of the industry sectors in which CST participates (retail, energy and real estate) is immense," said Michael Wargotz, chair of the nominating and governance committee. "Joe's nearly three decades as an investment banker and lawyer, coupled with his deep financial markets experience, make him a perfect fit for CST's board."

Said Reece: “CST is poised for rapid and transformative growth in the energy and convenience sector. I believe my experience will provide CST’s board an additional resource as CST’s dynamic leadership team continues to refine and execute its strategy.”

San Antonio-based CST employs more than 14,000 people at approximately 1,900 convenience stores and gas stations throughout the southwestern United States, New York and eastern Canada offering a broad array of convenience merchandise, beverages, snacks and fresh food. In the United States, CST Corner Stores sell fuel and signature products such as Fresh Choices baked and packaged goods, U Force energy and sport drinks, Cibolo Mountain coffee, FC Soda and Flavors2Go fountain drinks. In Canada, CST is the exclusive provider of Ultramar fuel and its Dépanneur du Coin and Corner Stores sell signature Transit Café coffee and pastries.

CST also owns the general partner of Allentown, Pa.-based CrossAmerica Partners LP, a master limited partnership (MLP) and wholesale distributor of fuels.

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