Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                              Filed by a Party other than the Registrant:  ¨

Check the appropriate box:

CST BRANDS, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

CST Brands, Inc.

Table of Contents

CST BRANDS, INC.

19500 Bulverde Road

San Antonio, TX 78259

(210) 692-5000

April 29, 2016

To Our Stockholders:

Since May 2013, CST Brands, Inc. has been on a remarkable journey. We have taken a small division of a large, conservative refining company and turned it into a vibrant retail company. This was no small task. With strategic decisions made to ensure our operations are best in class far into the future, 2015 was a defining year for CST, as CST defined itself in three critical ways:

First, we rolled out our five-year strategic plan. Over the next five years, we have committed to growth that will increase gross profits from non-fuel sales to over 70% of the Company’s total gross profit dollars. By lessening our dependence on fuel profits, we reduce the Company’s relative exposure to volatile commodity prices. Our strategy to achieve this substantial shift in profitability and overall growth in profitability across the five-year plan is built on three key growth pillars: 1) increasing merchandise sales and margins though expanded in-store offerings, including higher margin food offerings; 2) increasing the larger store portfolio organically through New-to-Industry store construction; and 3) growing the larger store portfolio through strategic M&A opportunities. In addition, we will continue to maximize fuel profits through purchasing strength and pricing strategies.

Growth has become CST’s mantra. Since 2013, the Company has opened over 100 new stores with plans to open up to 60 new stores in 2016. Additionally, last fall, we announced plans to open 300 to 350 New-to-Industry stores from 2017 through 2020. New-to-Industry stores provide the space for a superior customer experience, expanded merchandise offering and, perhaps most importantly, high value fresh food programs. Built on sites large enough to accommodate the Company’s high volume fuel business, these stores yield significantly higher gross profits than our legacy stores with a higher percentage coming from non-fuel gross profits. Consistent with our 2020 growth strategy, in the first quarter of 2016, CST acquired the Georgia and Florida-based Flash Foods network, which includes 165 stores, many of them large format stores, and a substantial land bank to build New-to-Industry stores in the fast growing southeast market. With our strategic ownership in CrossAmerica Partners LP, we also substantially extended our reach in the mid-Atlantic and upper north-west region of the country through the acquisitions of One Stop, Erickson Oil, and Holiday Stationstores in 2015 and early 2016.

Second, in 2015, CST defined itself with the launch of a new brand strategy and promise for its primary retail chain, Corner Store. After two years of in-depth consumer research, we launched an exciting, vibrant, modern look and service promise: “Simply Fresh. Always Friendly™.” At the end of the year, four new branded Corner Store Markets debuted featuring the award-winning menu from our Nice N Easy acquisition. Expanded grocery selection was also introduced in over 100 Corner Stores. We released our plan to rebrand all San Antonio and South Texas area Corner Stores by the end of 2016, and to expand the branding to the rest of the network over the next three years. This new brand strategy gives Corner Store locations defining characteristics and name recognition that it lacked following the spin-off from Valero Energy Corporation.

Third, CST clarified its culture by promoting its core values: innovation, strategic thinking, entrepreneurial spirit, and servant leadership. Servant leadership was clearly on display at our 10 Corner Store Country Runs in 2015; with nearly 40,000 participants, we raised $1.4 million dollars for Big Brothers Big Sisters and other local, employee-nominated children’s charities. In addition, our customers and team members helped raise millions for Children’s Miracle Network Hospitals, United Way, and other vital charities in their communities.

The continued support of our loyal customers, vendor partners, Board of Directors, over 14,500 dedicated CST employees, and, of course, our stockholders fills me with great pride. 2015 was a defining year, but there is much work still to be done. We know that you, our stockholders, expect even more value in 2016. We have pledged to be great in 2016. I am confident that we will be.

Kimberly S. Lubel

Chairman of the Board, Chief Executive Officer and President, CST Brands, Inc.

Table of Contents

CST BRANDS, INC.

19500 Bulverde Road

San Antonio, TX 78259

(210) 692-5000

To the Stockholders of CST Brands, Inc.:

You are invited to attend the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of CST Brands, Inc., which will be held at the CST Service Center located at 19500 Bulverde Road, San Antonio, TX 78259, on Thursday, June 9, 2016, at 9:00 a.m., Central Time. At the meeting, you will be asked to:

The Board of Directors has fixed the close of business on April 21, 2016 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. All stockholders are invited to attend the meeting. You must present valid photo identification and proof of ownership of our common stock for admittance.

By Order of the Board of Directors,

Gérard J. Sonnier

Senior Vice President, General Counsel and Corporate Secretary

San Antonio, Texas

April 29, 2016

Table of Contents

YOUR VOTE IS IMPORTANT

YOU CAN VOTE IN ONE OF SEVERAL WAYS

If your shares are held by a broker, bank or other nominee, follow the voting instructions on the form that you received from such entity or person. The availability of telephone and Internet voting will depend on their voting process.

Table of Contents

CST BRANDS, INC. – Proxy Statement

Table of Contents

CST BRANDS, INC. – Proxy Statement

Table of Contents

CST BRANDS, INC. – Proxy Statement    1

Table of Contents

2    CST BRANDS, INC. – Proxy Statement

Table of Contents

CST BRANDS, INC. – Proxy Statement    3

Table of Contents

4    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2016

CST BRANDS, INC.

19500 Bulverde Road

San Antonio, TX 78259

(210) 692-5000

General

The Board of Directors (the “Board”) of CST Brands, Inc. (“we,” “us,” “our,” “CST Brands” or the “Company”) is soliciting proxies to vote shares of our common stock at the 2016 Annual Meeting of Stockholders of CST Brands (the “Annual Meeting”), and at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held on Thursday, June 9, 2016, at 9:00 a.m., Central Time, at our office located at 19500 Bulverde Road, San Antonio, TX 78259.

We intend to mail this proxy statement and the accompanying proxy card to all stockholders of record entitled to vote at the Annual Meeting on or about April 29, 2016.

Availability of Proxy Materials for the Annual Meeting of Stockholders of CST Brands

The Notice of Annual Meeting, proxy statement, proxy card and our Annual Report on Form 10-K for the year ended December 31, 2015 are available at http://www.astproxyportal.com/ast/18249/ and at the Company’s website, http://www.cstbrands.com/en-us/investors. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

In connection with the Annual Meeting, we have elected to use the Notice of Internet Availability of Proxy Material to inform stockholders of certain matters, including:

We are pleased to take advantage of the SEC rule allowing companies to furnish proxy materials to their stockholders over the Internet. Paper copies of the proxy materials are also available upon your request by visiting our website, http://www.cstbrands.com/en-us/investors, or http://www.astproxyportal.com/ast/18249/. These materials will be sent to you by first class mail within three business days after we receive your request.

Solicitation and Revocation of Proxy

The Board is soliciting the accompanying proxy. In accordance with the unanimous recommendations of the Board, the individuals named in the proxy will vote all shares represented by proxies in the manner designated, or, if no designation is made, they will vote the proxies “FOR” each director nominee listed in Proposal No. 1 – Election of Class III Director Nominees, “FOR” Proposal No. 2 – Ratification of the Selection of KPMG LLP as our Independent Registered Public Accounting Firm, “FOR” Proposal No. 3 – Approval of the CST Brands, Inc. Employee Stock Purchase Plan, “FOR” Proposal No. 4 – Approval of the CST Brands, Inc. Non-Employee Director Compensation Policy, and “FOR” Proposal No. 5 – Approval, on an Advisory, Non-Binding Basis, of the Compensation of our Named Executive Officers. In their discretion, the proxy holders named in the proxy are authorized to vote on any matters that may properly come before the Annual Meeting and at any adjournment or postponement thereof. As of the date of this proxy statement, the Board does not know of any other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy

CST BRANDS, INC. – Proxy Statement    5

Table of Contents

PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2016

statement. The individuals acting as proxies will not vote on a particular matter if the proxy card representing those shares instructs them to abstain from voting on that matter or to the extent a proxy card is marked to show that some of the shares represented by the proxy card are not to be voted.

Whether you vote over the Internet, by telephone or by mail, you can change or revoke your proxy at any time before the final vote at the Annual Meeting by:

Shares Outstanding and Voting Rights

Only holders of record of common stock of the Company as of the close of business on April 21, 2016, the record date, are entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. On the record date, there were 75,690,472 shares of common stock outstanding. Stockholders are entitled to one vote for each share of common stock held as of the record date.

How to Vote Your Shares

Stockholder of Record: Shares Registered in Your Name

If, at the close of business on April 21, 2016, your shares of common stock were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are the stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting.

If you are a stockholder of record and attend the Annual Meeting in person, you may vote in person at the Annual Meeting. We will give you a ballot when you arrive.

If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy using the enclosed proxy card or by voting over the Internet or by telephone. The procedures for voting by proxy are as follows:

If you vote by proxy (regardless of whether you vote over the Internet, by telephone or by mail), your votes must be received by 11:59 p.m., Eastern Time, on June 8, 2016, to be counted.

Whether or not you plan to attend the Annual Meeting, to ensure your votes are counted, we encourage you to complete, sign, date and return the enclosed proxy card or submit your proxy over the Internet or by telephone by following the instructions provided in the enclosed proxy card.

6    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2016

We provide Internet and telephone proxy voting with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet and telephone access, such as usage charges from Internet access providers and telephone companies.

Beneficial Owner: Shares Registered in the Name of Your Broker, Bank or Other Nominee

If at the close of business on April 21, 2016, your shares of common stock were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account.

Certain of these institutions offer the ability to direct your agent how to vote over the Internet or by telephone. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain, prior to the Annual Meeting, a valid proxy card issued in your name from your broker, bank or other nominee in whose name the shares are registered.

Voting Shares of CST Brands Held Through the CST Brands Savings Plans

The Company’s savings plans provide that the trustees of the plans will vote the shares of CST Brands common stock that are not directly voted by the participants in the plan. If you hold shares of CST Brands common stock in the Company’s savings plans and do not timely vote your shares or specify your voting instructions on your proxy card, the trustees will vote your shares in accordance with the recommendation of the Board. To allow sufficient time for voting by the trustees, if applicable, your voting instructions must be received by June 6, 2016.

For participants in the Company’s savings plans, the proxy card will represent (in addition to any shares held individually of record by the participant) the number of shares allocated to the participant’s account in the Company’s savings plans. For shares held by the Company’s savings plans, the proxy card will constitute an instruction to the trustee of the plan on how to vote those shares.

Counting of Votes; Quorum

We have retained AST, our transfer agent, to serve as the inspector of elections for the Annual Meeting. AST will receive and tabulate the votes cast by proxy or in person at the Annual Meeting and will count such votes to determine whether or not a quorum is present.

A quorum of stockholders is necessary to hold a valid meeting. The holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to establish a quorum for business to be conducted at the Annual Meeting. At the close of business on April 21, 2016, the record date, there were 75,690,472 shares of common stock outstanding. Stockholders representing a majority of voting power represented at the Annual Meeting, either in person or by proxy, will constitute a quorum.

Your shares will be counted toward the quorum only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions will be counted toward the quorum requirement. Broker non-votes will also be counted toward the quorum requirement. If there is no quorum, the officer presiding over the Annual Meeting or the holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting may adjourn the meeting to another date to provide the Company with the opportunity to establish a quorum.

CST BRANDS, INC. – Proxy Statement    7

Table of Contents

PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2016

Required Vote

The following is a summary of the voting requirements that apply to the proposals discussed in this proxy statement:

The Board unanimously recommends a vote “FOR” Proposal No. 1 – Election of Class III Director Nominees; “FOR” Proposal No. 2 – Ratification of the Selection of KPMG LLP as our Independent Registered Public Accounting Firm; “FOR” Proposal No. 3 – Approval of the CST Brands, Inc. Employee Stock Purchase Plan; “FOR” Proposal No. 4 – Approval of the CST Brands, Inc. Non-Employee Director Compensation Policy; and “FOR” Proposal No. 5 – Approval, on an Advisory, Non-Binding Basis, of the Compensation of our Named Executive Officers.

A “majority of votes cast,” with regard to Proposal No. 1 – Election of Class III Director Nominees, means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast with respect to the election of directors include votes to withhold authority, and exclude abstentions.

A “majority of shares present,” with regard to Proposal No. 2 – Ratification of the Selection of KPMG LLP as our Independent Registered Public Accounting Firm, Proposal No. 3 – Approval of the CST Brands, Inc. Employee Stock Purchase Plan, Proposal No. 4 – Approval of the CST Brands, Inc. Non-Employee Director Compensation Policy, and Proposal No. 5 – Approval, on an Advisory, Non-Binding Basis, of the Compensation of our Named Executive Officers, means the number of shares voted “for” a proposal is a majority of the shares of common stock represented in person or by proxy and entitled to vote at the Annual Meeting.

“Discretionary voting” occurs when a broker, bank or other nominee does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal that rules permit such broker, bank or other nominee to vote. As noted below, when brokers, banks and other holders of record are not permitted under the rules to vote the beneficial owner’s shares, the affected shares are referred to as “broker non-votes.”

Although the advisory vote on Proposal No. 5 is non-binding, as provided by law, the Board and the Compensation Committee will review the results of this vote and will consider the results in making future determinations concerning executive compensation.

Voting of Shares without Specific Instructions

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you should specify your choice for each matter on the proxy card. If no specific instructions are given, proxies that are signed and returned will be voted:

8    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2016

Beneficial Owner: Shares Registered in the Name of Your Broker, Bank or Other Nominee

If you are a beneficial owner, under the rules of the New York Stock Exchange (“NYSE”), in order to ensure your shares are voted the way you would like, you must provide voting instructions to your broker, bank or other nominee by the deadline provided in the materials you receive from such broker, bank or other nominee.

Effect of Abstentions and Broker Non-Votes

Abstentions. Under Delaware law (under which the Company is incorporated), abstentions are counted as shares present and entitled to vote at the Annual Meeting. Therefore, abstentions will have the same effect as a vote “against” Proposal No. 2 – Ratification of the Selection of KPMG LLP as our Independent Registered Public Accounting Firm, Proposal No. 3 – Approval of the CST Brands, Inc. Employee Stock Purchase Plan, Proposal No. 4 – Approval of the CST Brands, Inc. Non-Employee Director Compensation Policy, and Proposal No. 5 – Approval, on an Advisory, Non-Binding Basis, of the Compensation of our Named Executive Officers. However, with respect to Proposal No. 1 – Election of Class III Director Nominees, which requires a “majority of the votes cast,” abstentions are not considered votes cast when voting for directors.

Broker Non-Votes. Brokers holding shares must vote according to the specific instructions they receive from the beneficial owners of the stock. If your broker does not receive specific voting instructions from you, in some cases the broker may vote the shares in the broker’s discretion. However, the NYSE precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner. This results in a “broker non-vote” on the proposal. A broker non-vote is treated as “present” for purposes of determining a quorum, has the effect of a negative vote when a majority of the voting power of the issued and outstanding shares is required for approval of a particular proposal, and has no effect when a majority of the voting power of the shares present in person or by proxy and entitled to vote or a plurality or majority of the votes case is required for approval.

Proposal No. 2, the ratification of the selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2016, is deemed to be a routine matter under the NYSE rules. Therefore, your broker will be able to vote on Proposal No. 2 if it does not receive instructions from you, therefore no broker non-votes are expected to occur for Proposal No. 2.

Proposals Nos. 1, 3, 4 and 5 are considered non-routine matters under applicable rules. Because a broker or other nominee cannot vote without instructions on non-routine matters, we expect an undetermined number of broker non-votes to occur on these proposals. It is critical that you indicate your vote on these proposals if you want your vote to be counted.

Delivery of Multiple Proxy Materials

If you received more than one package of proxy materials, this means that you have multiple accounts holding shares of CST Brands common stock. These may include: accounts with our transfer agent, AST; shares held in the CST Brands savings plans; and accounts with a broker, bank or other nominee. Please fill out and properly deliver all proxy cards and voting instruction forms that you receive with each package of proxy materials to ensure that all of your shares are voted.

Solicitation of Proxies and its Cost

The cost of soliciting proxies will be borne by the Company. Proxies may be solicited by mail, telephone, fax, email, press releases, press interviews or on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the

CST BRANDS, INC. – Proxy Statement    9

Table of Contents

PROXY STATEMENT FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2016

“Investors” section. In addition, our directors, officers and other employees may, at no additional expense to us, solicit proxies by mail, in person or by telephone. We have hired Innisfree M&A Incorporated to assist in the solicitation of proxies at a base fee of $10,000, plus reimbursement of certain out-of-pocket expenses. We may also make arrangements with brokers, banks and other nominees to solicit proxies from their principals and will reimburse such brokers, banks and other nominees for certain expenses incurred by them for such activities.

Stockholder List

A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose relevant to the Annual Meeting, for ten days prior to the meeting during regular business hours at our CST Service Center located at One Valero Way, Building D, 4^th Floor, San Antonio, TX 78249. If you would like to review the stockholder list, please call our Investor Relations department at (800) 456-3533 to schedule an appointment.

Attending the Annual Meeting in Person

If you would like to attend the Annual Meeting in person, you will be required to present valid photo identification, such as a driver’s license or passport, and proof of ownership of CST Brands common stock (as described directly below) for admittance. Attendance at the meeting is limited to stockholders as of the close of business on April 21, 2016, the record date, or their authorized named representatives.

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and receive your proxy materials by mail, your proxy card will serve as proof of ownership of common stock and is required for admission to the meeting.

Beneficial Owner: Shares Registered in the Name of Your Broker, Bank or Other Nominee. If you are a beneficial owner, bring the notice or voting instruction form you received from your broker, bank or other nominee as proof of ownership of common stock to be admitted to the meeting. You also may bring a recent brokerage statement or letter from your broker, bank or other nominee reflecting your ownership of common stock as of the close of business on April 21, 2016. Please note that you will not be able to vote your shares at the meeting without a legal proxy.

If you have questions regarding these admission procedures, please call our Investor Relations department at (800) 456-3533.

Announcement of Voting Results

Voting results are expected to be announced at the Annual Meeting and will also be disclosed in a Current Report on Form 8-K that we will file with the SEC within four business days of the date of the Annual Meeting. In the event the results disclosed in the Form 8-K are preliminary, we will subsequently amend it to report the final voting results within four business days of the date that such results are known.

Questions About Voting Your Shares

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York, NY 10022

Stockholders Call Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

10    CST BRANDS, INC. – Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving the interests of our stockholders and maintaining our integrity in the marketplace. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers, together with our certificate of incorporation, bylaws and Board committee charters, form the basis for our corporate governance framework, which is guided by core values that we believe are important as we build for the future—integrity, fairness, respect and ethical behavior. We believe that the strength of our corporate governance practices is an essential element to our future success and therefore we continually review these practices to ensure effective collaboration between our management and the Board and to create long-term stockholder value. As discussed below, the Board has established four standing committees to assist it in fulfilling its responsibilities to the Company and its stockholders: the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating and Governance Committee of the Board (defined herein as, the “Audit Committee,” the “Compensation Committee,” the “Executive Committee,” and the “Nominating and Governance Committee,” respectively). This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and our Board committee charters, as described below, may be viewed on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section. Alternatively, you can request a copy of any of these documents free of charge by writing to our Corporate Secretary, CST Brands, Inc., One Valero Way, Building D, Suite 200, San Antonio, Texas 78249.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all directors, officers, and employees. The Code of Ethics is a statement of our high standards for ethical behavior, legal compliance and financial disclosure. A copy of the Code of Ethics is available on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section. We expect that any amendments to our Code of Ethics, or any waivers of its requirements, will be disclosed on our website within four business days following the date of such amendment or waiver.

The Board has also adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, and controller. The code charges these officers with responsibilities regarding honest and ethical conduct, the preparation and quality of the disclosures in documents and reports we file with the SEC, and compliance with applicable laws, rules, and regulations. A copy of our Code of Ethics for Senior Financial Officers is available on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section.

CST BRANDS, INC. – Proxy Statement    11

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

The Board is also committed to maintaining the highest standards of business conduct and corporate governance, a role fundamental to the overall success of our business. The Board conducts its business through meetings of its members and its committees. The Board has established four standing committees to assist it in fulfilling its responsibilities to the Company and its stockholders: the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating and Governance Committee. During the fiscal year ended December 31, 2015, the Board met ten times and acted by unanimous written consent one time. All of the directors of the Board attended 100% the total number of meetings held by the Board and the committees on which they served during fiscal year 2015.

Director Independence

The provisions of our Corporate Governance Guidelines regarding director independence meet, and in some areas, exceed the listing standards of the NYSE.

The Board has unanimously determined that ten of our current directors, constituting a majority of the Board, are “independent” directors as that term is defined by Section 303A.02(b) of the NYSE Listed Company Manual and that such directors meet the independence standards set forth in our Corporate Governance Guidelines. In making this determination, the Board has affirmatively determined, considering broadly all relevant facts and circumstances regarding each independent director (including the independence standards set forth in our Corporate Governance Guidelines), that none of the independent directors has a material relationship with the Company, either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company, or has only immaterial relationships with the Company. In addition, based upon such standards, the Board has determined that Kimberly S. Lubel, who currently serves as a Class II director, and Joseph V. Topper, Jr., who currently serves as a Class I director, are not “independent,” because Ms. Lubel is our Chief Executive Officer and President and Mr. Topper was the Chief Executive Officer, until September  30, 2015, of CrossAmerica GP LLC, a wholly owned subsidiary of the Company.

Board Leadership Structure

Our bylaws and Corporate Governance Guidelines permit the roles of Chief Executive Officer and Chairman to be filled by the same or different individuals. This allows the Board flexibility to determine whether the roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. The Board believes that our Chief Executive Officer and President, Kimberly S. Lubel, is best situated to serve as Chairman of the Board. Ms. Lubel is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy, including creating a unified chain of command to support the Company’s financial and operational goals. The Board believes combining the roles of Chairman of the Board and Chief Executive Officer makes clear that we have a single leader who is directly accountable to the Board and, through the Board, to our stockholders. It establishes one voice who speaks for the Company to customers, employees, stockholders and other stakeholders. This structure reinforces Ms. Lubel’s overall responsibility for the Company’s business and strategy, under the oversight and subject to the review of the Board. It strengthens the Board and the Board’s decision-making process because Ms. Lubel, who has first-hand knowledge of our operations and the major issues of the Company, chairs the Board meetings where the Board discusses strategic and business issues. This structure also enables Ms. Lubel to act as the key link between the Board and other members of management and facilitate an efficient Board process.

This combined approach, therefore, provides an efficient and effective leadership model for the Company, fostering clear accountability, flexible decision-making and alignment on corporate strategy. Although the Board believes that the combined role is appropriate based on the Company’s current circumstances, our Corporate Governance Guidelines do not require this approach as a policy.

The Board structure also fosters strong oversight by independent directors. Ten of our twelve directors are independent and each of the Board committees consists entirely of independent directors. The Board recognizes the importance of having a strong independent Board leadership structure to ensure accountability and effective independent oversight. Accordingly, the Board has adopted the following corporate governance practices:

12    CST BRANDS, INC. – Proxy Statement

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

The Board appoints a “Lead Director,” whose responsibilities include working with committee chairpersons, setting the agenda for Board meetings, leading discussions at executive sessions of the independent members of the Board outside the presence of management, providing feedback regarding the executive sessions to the Chairman, and otherwise serving as the principal liaison between the independent directors and the Chairman. If necessary, the Lead Director is also responsible for receiving, reviewing, and acting upon communications from stockholders or other interested parties when appropriate. Mr. Schoenbaum currently serves as our Lead Director.

The Board believes that combining the roles of Chairman and Chief Executive Officer, together with a strong, independent Lead Director, is in the best interest of our stockholders because it provides the appropriate balance between strategic development and independent oversight of management. On an annual basis, the Board formally reviews its leadership structure as part of its self-evaluation on key Board- and committee-related issues, which is beneficial in the process of continuous improvement in Board functioning and communication.

Board’s Role in Risk Oversight

The risk oversight function of the Board is carried out with the assistance of the Compensation Committee, the Audit Committee, the Nominating and Governance Committee and the Executive Committee. The Board regularly reviews information received from these committees regarding the Company’s management of strategic, credit, interest rate, financial reporting, liquidity, compliance and operational risks.

The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements to ensure that our compensation programs do not encourage excessive risk-taking. The Audit Committee oversees management of financial risks, as well as other identified risks, including information technology. The Audit Committee is responsible for discussing with management the major financial risk exposures and the steps management has taken to monitor and control those exposures, including our risk assessment and risk management policies. In this regard, our Vice President of Internal Audit and Risk Management prepares annually a comprehensive risk assessment report and reviews that report with the Audit Committee. This report identifies the Company’s material business risks and the internal controls that respond to and mitigate those risks. Our management regularly evaluates such controls and the Audit Committee is provided regular updates regarding the effectiveness of such controls. The Nominating and Governance Committee manages the risks associated with the independence of the Board and potential conflicts of interest. In October 2014, the Board designated the Executive Committee, which is responsible for overseeing risk management policies and procedures related to the Company’s ownership of the CrossAmerica GP LLC, a wholly owned subsidiary of the Company and the general partner of CrossAmerica Partners LP, a publicly traded Delaware limited partnership, the associated incentive distribution rights (“IDRs”) in CrossAmerica Partners LP, and an approximate 19.1% of the outstanding units in CrossAmerica Partners LP that CST Brands owns. While each committee is responsible for evaluating specific risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

Executive Sessions

Executive sessions of independent non-employee directors are held in connection with each regularly scheduled Board meeting and at other times as necessary, and are chaired by our Lead Director. The Board’s policy is to hold executive sessions without the presence of management, including the Chief Executive Officer and other non-independent directors, if any. The committees of the Board may also meet in executive session at each committee meeting.

Board Member Attendance at Annual Meetings

We encourage, but do not require, directors to attend annual meetings of our stockholders. We held one annual meeting of stockholders in fiscal year 2015 and all members of the Board attended the meeting.

CST BRANDS, INC. – Proxy Statement    13

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

Information Regarding Board Committees

The Board has established standing Audit Committee, Compensation Committee, Executive Committee and Nominating and Governance Committee to devote attention to specific subjects and to assist it in the discharge of its responsibilities. These committees operate under written charters adopted by the Board, each of which is available on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section. The following table provides 2015 fiscal year meeting information and current membership for each of the Board committees. During the 2015 fiscal year, each Board committee member attended 100% of the meetings of each of the Board committees on which he or she served that were held during the period for which he or she was a committee member.

Audit Committee

As more fully described in its charter, the Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the Company’s compliance with certain legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function, and risk assessment and risk management. The Audit Committee has sole authority with respect to the appointment, retention, compensation, evaluation, oversight of the work and termination of our independent auditors and has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from the Company for such advice and assistance. The Audit Committee acts pursuant to a written charter, which is available for review on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section.

The Board has determined that all members of the Audit Committee meet the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and NYSE, and the requirements set forth in the Audit Committee charter. In addition, the Board has determined that all members of the Audit Committee are “audit committee financial experts” as defined by SEC rules.

The members of the Audit Committee are:

Roger G. Burton (Chair)

Ruben M. Escobedo

Stephen A. Smith

14    CST BRANDS, INC. – Proxy Statement

Table of Contents

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following is the report of the Audit Committee with respect to the audited financial statements of CST Brands for the fiscal year ended December 31, 2015.

1. The Audit Committee has reviewed and discussed the audited financial statements with the Company’s management. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent auditor is responsible for performing an independent audit of the Company’s annual financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America (“GAAP”), as well as expressing an opinion on the effectiveness of internal control over financial reporting.

2. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standards No. 16 “Communication with Audit Committees.”

3. The Audit Committee has received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning their independence, and has discussed with the independent accountants their independence.

4. Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, which we filed on February 18, 2016.

This report is submitted by the members of the Audit Committee.

Roger G. Burton, Chairman

Ruben M. Escobedo

Stephen A. Smith

This foregoing report of the Audit Committee is not “soliciting material,” is not deemed “filed” with the SEC, and shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing of ours under Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent we specifically incorporate this report by reference.

CST BRANDS, INC. – Proxy Statement    15

Table of Contents

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Compensation Committee

The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of such goals and objectives, and, together with the other independent directors, determining and approving our Chief Executive Officer’s overall compensation. The Compensation Committee is also responsible for reviewing and approving the compensation of our other executive officers and incentive-compensation and equity-based plans that are subject to approval by the Board. Additional information on the roles and responsibilities of the Compensation Committee is provided under the section entitled “Executive Compensation—Compensation Discussion and Analysis—Compensation Decision Making Process—Role of the Compensation Committee.” The Compensation Committee acts pursuant to a written charter, which is available for review on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section.

The Board has determined that all members of the Compensation Committee are independent under the applicable rules and regulations of the SEC and NYSE, and the requirements set forth in the Compensation Committee charter.

The members of the Compensation Committee are:

Donna M. Boles (Chair)

Rocky B. Dewbre

Denise Incandela

Alan Schoenbaum served as a member of the Compensation Committee during the fiscal year ended December 31, 2015 and through March 2, 2016. Rocky B. Dewbre was appointed to the Board in connection with a settlement agreement between the Company and Engine Capital, L.P. and certain related investors, and elected to the Compensation Committee in March 2016.

Compensation Committee Interlocks and Insider Participation

Ms. Boles, Ms. Incandela and Mr. Schoenbaum served on the Compensation Committee during the 2015 fiscal year. No member of the Compensation Committee was at any time during 2015 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure as a related-party transaction in the section “Certain Relationships and Related Transactions” of this proxy statement. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board or the Compensation Committee during 2015. Mr. Dewbre was appointed to serve on the Compensation Committee in March 2016.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

This report is submitted by the members of the Compensation Committee.

Donna M. Boles, Chairman

Rocky B. Dewbre

Denise Incandela

The foregoing compensation committee report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any of CST Brands’ filings under the Securities Act or the Exchange Act, respectively, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.

16    CST BRANDS, INC. – Proxy Statement

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

Executive Committee

The Company holds 100% of the membership interests in CrossAmerica GP LLC, the general partner of CrossAmerica Partners LP, a publicly traded Delaware limited partnership, which holds the non-economic general partner interest in CrossAmerica Partners LP.

The Executive Committee is responsible for evaluating and approving all transactions between the Company and CrossAmerica Partners LP, including: (i) evaluating and approving transactions having a value of $25,000,000 to $75,000,000, (ii) evaluating and recommending to the Board transactions having a value of $75,000,000 or more, and (iii) overseeing adoption of risk management policies and procedures. The Executive Committee is also responsible for evaluating and approving transactions between the Company and CrossAmerica Partners LP and unrelated parties, including acquisitions, joint ventures, divestitures and other transactions, having a value of $25,000,000 to $75,000,000.

The Board has determined that all members of the Executive Committee are independent under the applicable rules and regulations of the SEC and NYSE. The Executive Committee acts pursuant to a written charter, which is available for review on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section.

The members of the Executive Committee are:

Alan Schoenbaum (Chair)

Joseph E. Reece

Stephen A. Smith

Michael H. Wargotz

Nominating and Governance Committee

The principal functions of the Nominating and Governance Committee include:

The Nominating and Governance Committee acts pursuant to a written charter, which is available for review on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section.

The Board has determined that all members of the Nominating and Governance Committee are independent within the meaning of SEC regulations, the listing standards of the NYSE, and the requirements set forth in the Nominating and Governance Committee charter.

Members of the Nominating and Governance Committee are:

Michael H. Wargotz (Chair)

Thomas W. Dickson

Joseph E. Reece

CST BRANDS, INC. – Proxy Statement    17

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

William G. Moll served as a member of the Nominating and Governance Committee during the fiscal year ended December 31, 2015 and through March 2, 2016.

Consideration of Director Nominees

The Company believes that the Board as a whole should encompass a diverse range of talent, skill, experience, expertise and backgrounds, enabling it to provide sound guidance with respect to the Company’s operations and business goals. In addition to considering a Board candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of the Company. The Company’s policy is to have at least a majority of its directors qualify as “independent” as determined in accordance with the listing standards of the NYSE and Rule 10A-3 of the Exchange Act.

The Nominating and Governance Committee is responsible for initially determining the slate of director nominees for election by stockholders, which the Nominating and Governance Committee then recommends to the Board. Director nominees are approved by the Board prior to the preparation of the Company’s annual proxy statement and are recommended for election by the stockholders at the next annual meeting. Under our bylaws, directors elected to fill Board vacancies, whether due to death, resignation, or other inability to serve, shall hold office for a term expiring at the annual meeting at which the term of the director class to which they shall have been elected expires.

Director Qualifications

There are no specific minimum qualifications that the Board requires to be met by a director nominee recommended for a position on the Board, nor are there any specific qualities or skills that are necessary for one or more members of the Board to possess, other than as are necessary to meet the requirements of the rules and regulations applicable to us.

The Nominating and Governance Committee considers a number of factors in its evaluation of director candidates, including the members of the Board eligible for reelection, the current size and composition of the Board and the needs of the Board and the respective Board committees; and such factors as the candidate’s background, experience, expertise, financial acumen, and other relevant criteria, including the number of other board assignments and ability and willingness to commit adequate time to Board and committee matters. The Nominating and Governance Committee also considers diversity concepts such as race, gender, national origin, and differences in viewpoints and skills. The Nominating and Governance Committee does not have a formal policy with respect to diversity, but believes that it is essential that the Board members represent diverse viewpoints.

Candidates for director must possess the ability to apply good business judgment and be in a position to properly exercise his or her duties of loyalty and care. Candidates should also exhibit proven leadership capabilities, high integrity and experience with a high level of responsibility within his or her chosen fields, and have the ability to quickly understand complex business and financial principles. Candidates with potential conflicts of interest or who do not meet independence criteria will be identified and disqualified. The Nominating and Governance Committee will consider these criteria for nominees identified by the Nominating and Governance Committee, by stockholders, or through some other source. When current Board members are considered for nomination for re-election, the Nominating and Governance Committee also takes into consideration their prior Board contributions, performance and meeting attendance records.

Stockholder Nominations

The Nominating and Governance Committee will consider qualified candidates for possible nomination that are recommended by our stockholders of record. Stockholders of record who wish to recommend individuals for consideration by the Nominating and Governance Committee to become nominees for election to the Board at the 2017 annual meeting of stockholders must do so by delivering a written recommendation to our Corporate Secretary, CST Brands, Inc., 19500 Bulverde Road, San Antonio, Texas 78259, no later than the close of business on the 60th day, nor earlier than the close of business on the 90th day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Each written recommendation must

18    CST BRANDS, INC. – Proxy Statement

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

comply with the procedures set forth in our bylaws and include the required information regarding the nominating stockholder and the proposed director candidate, in each case as set forth in our bylaws. A printed copy of our bylaws may be obtained by any stockholder upon request to our Corporate Secretary at the address set forth above.

Evaluating Nominees for Director

The Nominating and Governance Committee ensures that the Board encompasses a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts. It solicits recommendations for potential Board candidates from a number of sources, including members of the Board, our executive officers, professional colleagues, individuals recommended by a member of the Board, as well as third-party executive search firms. As discussed above, the Nominating and Governance Committee will also consider candidates recommended by stockholders. In evaluating candidates, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidates to further strengthen the Board’s breadth of talent and background. The Nominating and Governance Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether a candidate was recommended by a stockholder of record or not.

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the Nominating and Governance Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further based on the person’s skills, expertise and value to the Board. If the Nominating and Governance Committee determines that the candidate warrants further consideration, the chairman or another member of the Nominating and Governance Committee would contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating and Governance Committee requests information from the candidate, reviews the person’s accomplishments and qualifications. Based on its initial evaluation, the Nominating and Governance Committee will determine whether to interview a proposed candidate and, if warranted, will recommend that one or more of its members, other members of the Board, or senior management, as appropriate, may conduct one or more interviews with the candidate. The Nominating and Governance Committee members or other Board members may request a background check, contact one or more references provided by the candidate or contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s experience, strengths and expertise. After completing this process, the Nominating and Governance Committee ultimately determines which nominees to submit to the full Board for consideration and approval.

Stockholder Communications with the Board

Any stockholder or interested party who desires to contact the Board, or specific members of the Board, may do so by writing to our Corporate Secretary, CST Brands, Inc., One Valero Way, Building D, Suite 200, San Antonio, Texas 78249.

The Board has instructed the Corporate Secretary to review all communications so received and to exercise his discretion not to forward to the Board correspondence that is inappropriate, such as business solicitations, frivolous communications and advertising, routine business matters, personal grievances and threatening, illegal or similarly unsuitable communications. However, any director may at any time request the Corporate Secretary to forward any and all communications received by the Corporate Secretary but not forwarded to the directors.

CST BRANDS, INC. – Proxy Statement    19

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

Incumbent Class I Directors with Terms Expiring in 2017

				ROGER G. BURTON (CPA)     Age 69
				Mr. Burton has served as a member of the Board since April 2013 and is the chair of the Audit Committee. As a Certified Public Accountant, Mr. Burton has 47 years of experience in public accounting, auditing and financial reporting of publicly traded companies having worked as an associate and a partner of Arthur Andersen LLP for 34 years until 2002 after which he founded his own financial services firm.   Mr. Burton has provided audit and other financial services to many publicly traded companies, including Valero Energy Corporation, Tenneco Inc., Pennzoil Company, U.S. Long Distance Corp., United Energy Resources, Central & Southwest Corp., Dresser Industries, Valero Natural Gas Partners LP, Pogo Producing, Entex Inc., Midwestern Gas Transmission, and East Tennessee Natural Gas.   Mr. Burton’s financial expertise has been instrumental in the development and accuracy of our financial statements and disclosures since the spin-off of our Company in May 2013.   Mr. Burton holds a Bachelor of Business Administration degree from Lamar University and has been a Certified Public Accountant since 1971.
				Director Qualifications: Mr. Burton’s pertinent experience, qualifications, attributes, and skills include public accounting and financial reporting expertise (including extensive experience as a CPA), and the knowledge and experience he has attained from his service to publicly traded companies as described above.

				ROCKY B. DEWBRE (CPA)     Age 50
				Mr. Dewbre has served as a member of the Board since March 2016 and is a member of the Compensation Committee. Mr. Dewbre brings to the Board decades of experience in the energy, distribution and convenience store sectors.   From 2014 to 2015, Mr. Dewbre served as Executive Vice President, Channel Operations of Sunoco LP (NYSE: SUN), which operates approximately 900 convenience stores and retail fuel sites and distributes motor fuel to convenience stores, independent dealers, commercial customers and distributors located in more than 30 states at approximately 6,800 sites.   Prior to that, Mr. Dewbre spent over 20 years in leadership roles at Susser Holdings Corporation (NYSE: SUSS) and Susser Petroleum Partners LP (NYSE: SUSP), including as President and Chief Executive Officer of Susser Petroleum Partners LP, until Susser Holdings Corporation was acquired by Energy Transfer Partners in 2014.   Before joining Susser Holdings Corporation in 1992, Mr. Dewbre was a corporate internal auditor with Atlantic Richfield Corporation from 1991 to 1992 and an auditor and consultant at Deloitte & Touche LLP from 1988 to 1991. Since 2002, Mr. Dewbre has served on the board of directors of Tank Owners Members Insurance Company.   A Certified Public Accountant, Mr. Dewbre holds a Bachelor in Accounting and Management Information Systems from Texas Tech University and a Master in Business Administration from the University of Texas in Austin, Texas.
				Director Qualifications: Mr. Dewbre’s pertinent experience, qualifications, attributes, and skills include extensive fuel distribution and retail industry expertise, executive management experience, public accounting and financial reporting expertise (including experience as a CPA), and the knowledge and experience he has attained from his positions at the companies described above.

20    CST BRANDS, INC. – Proxy Statement

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

CST BRANDS, INC. – Proxy Statement    21

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

22    CST BRANDS, INC. – Proxy Statement

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

Incumbent Class II Directors with Terms Expiring in 2018

CST BRANDS, INC. – Proxy Statement    23

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

24    CST BRANDS, INC. – Proxy Statement

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

CST BRANDS, INC. – Proxy Statement    25

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS

26    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS

Overview

The Board presently has twelve members and is divided into three classes, designated as Class I, Class II and Class III. Each Class consists of four directors and each Class has a three-year term. The term of office of the four Class III directors expires in 2016. Based on the recommendation of the Nominating and Governance Committee, the Board has nominated each of the current Class III directors listed below for election to the Board. Mr. Dickson serves as a director of the Company and was originally appointed by the Board to fill the vacancy due to the retirement on March 2, 2016 of William G. Moll, a Class III director, in connection with a settlement agreement with JCP Investment Management, LLC and certain related investors.

If elected at the Annual Meeting, each of these nominees would serve until the 2019 annual meeting of stockholders and until his or her successor is elected and qualified or, if sooner, until the director’s death, resignation or removal. Our bylaws provide for a majority voting standard for uncontested elections of directors. This standard states that in uncontested director elections, a director nominee will be elected only if the number of votes cast “for” the nominee exceeds 50% of the number of votes cast with respect to that director’s election. Under our bylaws, “votes cast” with respect to the election of directors include votes to withhold authority and exclude abstentions. In addition, our bylaws provide that if an incumbent nominee does not receive a majority of the votes cast for the incumbent director’s re-election, the incumbent director is required to promptly tender his or her resignation to the Board. The Nominating and Governance Committee will then make a recommendation to the full Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will then decide whether to accept or reject the resignation, taking into account the Nominating and Governance Committee’s recommendation. The determination of the Board and the rationale behind any such decision will be publicly disclosed (by a press release, a filing with the SEC or other broadly disseminated means of communication) within 90 days from the date of the certification of the election results of our Annual Meeting. If the incumbent director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting, until his or her successor is duly elected, or his or her death, resignation, or removal. If a director’s resignation is accepted by the Board, then the Board may fill any resulting vacancy or decrease the size of the Board.

The director nominees named in this proxy statement have agreed to serve as directors if elected, and we have no reason to believe that they would be unable to serve. In the event that before the Annual Meeting the nominees named in this proxy statement should become unable or unwilling to serve, the persons named in the enclosed proxy will vote the shares represented by any proxy received by the Board for such other person or persons as may thereafter be nominated for director by the Nominating and Governance Committee and the Board.

There are no family relationships between or among any of our executive officers or directors.

CST BRANDS, INC. – Proxy Statement    27

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS

Nominees for Election as Class III Directors with Terms Expiring in 2019

28    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS

CST BRANDS, INC. – Proxy Statement    29

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS

Vote Required and Board Recommendation

The election of each of Thomas W. Dickson, Ruben M. Escobedo, Denise Incandela, and Alan Schoenbaum as Class III directors to serve until the 2019 annual meeting of stockholders requires the affirmative vote of a majority of the votes cast at the Annual Meeting. A “majority of votes cast,” with regard to the election of directors, means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast with respect to the election of directors shall include votes to withhold authority and exclude abstentions. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

30    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 2 RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016

The Audit Committee and the Board determined on March 1, 2016 to select KPMG to serve as CST’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The Audit Committee is directly responsible for the appointment, compensation determination, retention, and oversight of the independent auditors retained to audit CST’s financial statements. The Audit Committee is responsible for the audit fee negotiations associated with CST’s retention of the independent auditing firm.

The Audit Committee annually reviews and evaluates the qualifications, performance, and independence of CST’s independent auditing firm, and reviews and evaluates the lead partner of the independent auditor team. In conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee is involved in the selection of the audit firm’s new lead engagement partner. To monitor auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent auditing firm.

The members of the Audit Committee and the Board believe that the continued retention of KPMG to serve as CST’s independent registered public accounting firm for the fiscal year ending December 31, 2016 is in the best interests of CST and its stockholders.

Accordingly, the following resolution will be submitted for a stockholder vote at the Annual Meeting:

“RESOLVED, that the Board unanimously recommends that the stockholders of the Company vote in favor of the ratification of the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2016.”

Although stockholder ratification is not required by our bylaws or otherwise, the Board has directed that such appointment be submitted to the Company’s stockholders for ratification at the Annual Meeting as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. If our stockholders do not ratify the selection of KPMG, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining whether or not to retain KPMG.

We expect that a representative of KPMG will be present at the Annual Meeting and such representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

Vote Required and Board Recommendation

Stockholder ratification of the selection of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016 requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be treated as shares present and entitled to vote and will therefore have the same effect as a vote against this proposal.

CST BRANDS, INC. – Proxy Statement    31

Table of Contents

PROPOSAL NO. 2 RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016

Principal Auditor Fees and Services

The following table sets forth the aggregate fees for services provided to us by KPMG for the fiscal years ended December 31, 2015 and 2014. All fees described below were approved by the Audit Committee.

Audit Fees. This category includes the aggregate fees billed by KPMG for each of the last two fiscal years for professional services rendered for the audit of the Company’s annual financial statements, review of the condensed financial statements included in the Company’s quarterly reports on Form 10-Q, and services that are normally provided by KPMG in connection with other regulatory filings made by the Company during those fiscal years.

Tax Fees. This category includes the aggregate fees billed by KPMG for professional services rendered for tax compliance, tax advice or tax planning.

The Audit Committee has considered whether the services provided for non-audit services are compatible with maintaining KPMG’s independence, and has concluded that the independence of such firm has been maintained.

Audit Committee Pre-Approval Policy

The Audit Committee’s policy is to pre-approve all audit, audit-related and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee approved all of the fees described above. The Audit Committee may also pre-approve particular services on a case-by-case basis. The independent public accountants are required to periodically report to the Audit Committee regarding the extent of services provided by the independent public accountants in accordance with such pre-approval. The Audit Committee may also delegate pre-approval authority to one or more of its members. Such member(s) must report any decisions to the Audit Committee at the next scheduled meeting.

32    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 3 APPROVAL OF THE CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN

Overview

We are requesting that our stockholders vote to approve the proposed CST Brands, Inc. Employee Stock Purchase Plan (the “ESPP”). On September 10, 2015, the Board approved the terms of the ESPP, and recommended that it be submitted to stockholders for approval at the Annual Meeting.

The purpose of the ESPP is to provide our eligible employees with the opportunity to purchase shares of our common stock through participation in a plan designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The goal of the ESPP is to assist us in recruiting and retaining qualified employees by providing them with the opportunity to purchase our common stock at a discount through the convenience of payroll deductions and to further align employee interests with those of our stockholders.

The Board believes it is in the Company’s best interest and in the best interest of the stockholders that the ESPP be approved. Stockholders are requested in this proposal to approve the ESPP. In the event that our stockholders fail to approve the ESPP, the Board will terminate the ESPP, all contributions will be refunded without interest, and there will be no further offerings to purchase stock under the ESPP.

The following summary of the material features of the ESPP is subject to the specific provisions contained in the full text of the ESPP, which is set forth in Annex A to this Proxy Statement. Our stockholders are urged to read the ESPP in its entirety.

Summary of Material Features

Administration. The ESPP is administered by the Company, as designated by the Board and the Compensation Committee, and all questions of interpretation of the ESPP or any form of agreement or other document employed by the Company in the administration of the ESPP shall be determined by the Board. The Board may assign certain of its administrative tasks set forth in the ESPP to the Company.

Eligibility. All U.S. employees who, on the first business day of each offering period, have been employed by the Company or any subsidiary thereof, for at least six months are eligible to participate in the ESPP; provided, however, that any employee who, would own shares of our common stock possessing five percent or more of the total combined voting power or value of all classes of the capital stock of the Company or of a subsidiary of the Company, shall be ineligible to participate in the ESPP. As of January 1, 2016, approximately 8,100 of our employees were eligible to participate in the ESPP. Participation in the ESPP is at the election of each eligible employee and the amounts received by a participant under the ESPP depend on the fair market value of our common stock on future dates; therefore, the benefits or amounts that will be received by any participant if the ESPP is approved are not currently determinable.

Offerings. The ESPP provides for separate six-month offering periods, commencing on January 1 and July 1 of each year, or such other time as the Board may establish in its sole discretion.

Participation. To participate in the ESPP, an eligible employee authorizes payroll deductions in an amount not less than $10 or more than $1,250 for each bi-weekly pay period, as appropriately adjusted for a weekly or monthly pay schedule, not to exceed 15% of his or her compensation for each pay period during the offering period. To ensure that Internal Revenue Service share limitations are not exceeded, no individual participant may be allowed under the ESPP, to purchase common stock that accrues at a rate, which exceeds $25,000 of fair market value of such stock for any calendar year, determined as of the beginning of the offering period. Payroll deductions are currently limited to $15,000 per six-month offering period, although the Board may change limits on payroll deductions for future offering periods.

Purchases. Eligible employees may participate by enrolling in the ESPP during the enrollment period prior to the start of the offering period. At the end of each offering period, the accumulated deductions are used to purchase shares of our common stock from us up to the prescribed maximum (as detailed by the ESPP) for any one employee during an offering period.

CST BRANDS, INC. – Proxy Statement    33

Table of Contents

PROPOSAL NO. 3 APPROVAL OF THE CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN

Participating employee payroll deductions will be used to settle the purchase of shares of our common stock as soon as practical after the offering period, based on a purchase price equal to 85% of the fair market value of a share of our common stock on either the first or last trading day of the offering period, whichever is lower. The closing price of our common stock on April 21, 2016, as quoted on the NYSE under the symbol “CST,” was $37.91 per share.

Termination of Employment. If a participating employee voluntarily resigns or is terminated by us prior to the last day of an offering period, the employee’s participation in the ESPP (and therefore his or her right to purchase our common stock thereunder) terminates and the amount in the employee’s account is returned to the employee.

Shares Available for Issuance; Dilution. Assuming the ESPP is approved by our stockholders, the initial maximum aggregate number of shares of our common stock that may be issued under the ESPP is 4,000,000. Shares of our common stock issued under the ESPP shall consist of authorized but unissued shares, reacquired shares, including shares reacquired in the open market, or any combination thereof.

The proposed 4,000,000 shares being requested under this proposal represents potential dilution of approximately 5.3% as of April 21, 2016 (potential dilution for this purpose is determined by dividing the 4,000,000 shares by the total number of shares of common stock outstanding as of April 21, 2016). The Board believes that this is a reasonable amount of potential dilution.

Adjustments for Changes in Capitalization. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, or in the event of any merger, sale of assets or other reorganization in which the Company is a party, appropriate adjustments shall be made in the number and class of shares of our common stock subject to the ESPP, and in the purchase price.

Amendment. The Board may modify or amend the ESPP at any time and in any respect as the Board shall deem advisable. However, without the approval of our stockholders, no amendment may (i) increase the number of shares that may be issued under the ESPP; or (ii) change the definition of “participating companies” whose employees may be eligible to purchase shares under the ESPP.

Termination. The Board may terminate the ESPP at any time; provided that such termination shall not affect the right to purchase shares of our common stock that have been granted under the ESPP at the time of termination.

U.S. Federal Income Tax Consequences. The ESPP, and the rights of participating employees to make purchases thereunder, is designed to qualify as an “employee stock purchase plan” under Section 423 of the Code. Under this provision, no taxable income will be recognized by a participant until the sale or other disposition of shares purchased under the ESPP. At that time, a participant generally will recognize capital gains and/or ordinary income.

Upon sale or other disposition of the shares, the participant will generally be subject to tax and the amount of the tax will depend upon the holding period. If the shares are sold or otherwise disposed of more than two years from the first day of the relevant offering period (and more than one year from the date the shares are purchased), then the participant generally will recognize ordinary income measured as the lesser of (i) the excess of the fair market value of the shares on the first day of the offering period over the purchase price on the first day of the offering period or (ii) the excess of the fair market value of the shares at disposition over the purchase price. Any additional gain should be treated as long-term capital gain.

If the shares are sold or otherwise disposed of before the expiration of this holding period, the participant will recognize ordinary income, generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the holding period.

The Company is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant, except to the extent ordinary income is recognized by participants upon a sale or disposition of shares prior to the expiration of the holding period(s) described above. In all other cases, no deduction is allowed to us.

The foregoing tax discussion is a general summary of the U.S. federal income tax consequences to our participating employees and our participating companies under the ESPP. No attempt has been made to address any state, local, foreign or estate and gift tax consequences that may arise in connection with participation in the ESPP.

34    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 3 APPROVAL OF THE CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN

Vote Required and Board Recommendation

Approval of the above proposal requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be treated as shares present and entitled to vote and will therefore have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

CST BRANDS, INC. – Proxy Statement    35

Table of Contents

PROPOSAL NO. 4 APPROVAL OF THE CST BRANDS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

We are asking our stockholders to approve the CST Brands, Inc. Non-Employee Director Compensation Policy (“Policy”), which will impose an annual limit on the aggregate cash and incentive compensation that may be awarded to non-employee directors by the Company. The Board believes that an annual per-director limit better aligns its compensation policy for non-employee directors with market practices. The Policy will provide that (a) the sum of (i) the aggregate fair market value (on the date of grant) of all awards granted to any non-employee director during any single calendar year under the CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan or any other equity plan maintained by the Company and (ii) all cash compensation paid or payable to such non-employee director during or for the same calendar year (including retainers and other fees but excluding reimbursement of expenses) shall not exceed $700,000, and (b) grants of equity-based awards to non-employee directors shall be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of non-employee directors that is approved and administered by a committee of the Board consisting solely of independent non-employee directors. A copy of the proposed Policy is attached as Annex B to this proxy statement.

On April 14, 2016, upon recommendation of the Compensation Committee, the Board approved the Policy to reflect current market practices for non-employee director compensation and to incorporate evolving governance standards with respect to non-employee director compensation.

The Board intends to implement and maintain the Policy even if stockholder approval is not obtained. The Board urges you to approve the Policy as it believes it to be in the best interests of CST Brands and its stockholders.

Why You Should Vote for the Policy

The proposed Policy is designed to align the Company’s non-employee director compensation policies with evolving governance and compensation practices. Specifically, we ask stockholders to vote for the Policy for the following reason:

We believe that it is important to disclose to our stockholders, and for our stockholders to approve, a maximum annual limit on future total compensation that we may pay to our non-employee directors. The Company selected $700,000 as the maximum value that may be paid to our non-employee directors under the Policy per calendar year because we believe it places a meaningful limit on total compensation to our non-employee directors. While our actual non-employee director compensation in recent years has been considerably lower than this proposed limit, we believe that setting a limitation at this level provides us with a reasonable degree of flexibility to make adjustments that we may in the future deem appropriate or necessary for our non-employee director compensation program to remain competitive in the market.

Vote Required and Board Recommendation

Approval of the above proposal requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be treated as shares present and entitled to vote and will therefore have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

36    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 5 APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, the Company is providing stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed in our Compensation Discussion and Analysis, accompanying tables and related narrative, as disclosed in this proxy statement on pages 40 to 61. This proposal is commonly known as a “Say on Pay” proposal.

The Board recommends a vote FOR this proposal because it believes that our compensation policies and practices are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning our executives’ long-term interests with those of our stockholders and attracting, retaining, and motivating such executives.

As discussed in more detail in the section entitled “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program is designed to drive the creation of long-term stockholder value and deliver strong financial and operational results. Our total targeted compensation levels are guided by the median levels of our selected peer companies. We do this by tying compensation to the achievement of performance goals that promote sustainable growth and by designing compensation to attract, retain, and motivate high-quality employees.

In light of the above, we believe that the compensation of our named executive officers for fiscal year 2015 was appropriate and reasonable and reflected our Company’s performance for the year.

Accordingly, the following resolution will be submitted for a stockholder vote at the Annual Meeting:

“RESOLVED, that the stockholders of CST Brands, Inc. approve, on an advisory basis, our named executive officer compensation, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in this proxy statement.”

Vote Required and Board Recommendation

This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, objectives, policies and practices described in this proxy statement. Approval of the above resolution requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be treated as shares present and entitled to vote and will therefore have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

As an advisory vote, the outcome of the vote on this proposal is not binding upon us. However, our Compensation Committee, which is responsible for designing and administering our executive compensation programs, values the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of this vote when making future compensation decisions for our named executive officers.

CST BRANDS, INC. – Proxy Statement    37

Table of Contents

INFORMATION REGARDING OUR EXECUTIVE OFFICERS

Information Regarding our Executive Officers

The following table sets forth certain information about our executive officers, as of April 21, 2016:

Kimberly S. Lubel has served as the Company’s Chief Executive Officer and President since January 2013, and has served as a member of the Board since November 2012 and as Chairman of the Board since April 2013. Prior to her current role at CST Brands, Ms. Lubel served in various executive management roles at Valero Energy Corporation (NYSE: VLO), an international manufacturer and marketer of transportation fuels and other petrochemical products, including as Executive Vice President and General Counsel from April 2006 to December 2012, where she led complex acquisitions and transactions and oversaw legal, environmental, health and safety, ad valorem tax, government affairs and project execution departments. Ms. Lubel also served as Vice President of Legal Services from January 2003 to April 2006 and Managing Counsel prior to January 2003. During her tenure at Valero Energy Corporation, Ms. Lubel was the lead lawyer on over $18 billion of acquisitions, helping to grow the company from a small, regional refiner to one of international scope. Prior to joining Valero Energy Corporation in 1997, Ms. Lubel specialized in mergers and acquisitions with the law firm of Kelly, Hart & Hallman from 1991 to 1997. Since 2011, she has served as a director of the board of WPX Energy, Inc. (NYSE:WPX), a publicly traded company focusing on extraction of oil and natural gas. Ms. Lubel was named to Fortune’s 50 Most Powerful Women in 2013 and again in 2015, and was named Retail Leader of the Year by Convenience Store News in 2014. Ms. Lubel holds a Bachelor of Arts degree in Spanish and International Studies from Miami University (Ohio), Master of Arts degree in International Relations from Baylor University, and her Juris Doctorate from the University of Texas School of Law. She is also a 2009 graduate of the Stanford Executive Program.

Clayton E. Killinger (CPA) has served as the Company’s Executive Vice President and Chief Financial Officer since March 2015. He was Senior Vice President and Chief Financial Officer from January 2013. Previously, he served in various roles at Valero Energy Corporation (NYSE: VLO), including as Senior Vice President and Controller from July 2007 until January 2013 and as Vice President and Controller from January 2003 until July 2007. Prior to joining Valero Energy Corporation in December 2001, Mr. Killinger was a partner with Arthur Andersen LLP, having joined that firm in 1983. Since August 2015, Mr. Killinger has served as a director of the board of directors of Green Plains LP (NASDAQ: GPP), a publicly traded limited partnership focusing on providing ethanol and fuel storage, terminal and transportation services, where he is a member of the audit and conflicts committees. Mr. Killinger is a Certified Public Accountant, with a Bachelor of Business Administration in Accounting from the University of Texas at San Antonio, where he graduated Summa Cum Laude. On October 1, 2014, Mr. Killinger was elected to the board of directors of CrossAmerica GP LLC, the general partner of CrossAmerica Partners LP, and in March 2015, Mr. Killinger was elected Executive Vice President and Chief Financial Officer of CrossAmerica Partners LP.

Charles H. (Hal) Adams has served as the Company’s President, Retail Operations since January 2016. He was Senior Vice President and Chief Marketing Officer from May 2013 until December 2015 and Senior Vice President of Marketing from January 2013 until April 2013. From 1988 until 2013, Mr. Adams served in various roles at Valero and its predecessor companies, including as Vice President of U.S. Retail Merchandising from January 2001 until January 2013. Mr. Adams received a Bachelor of Arts in Business Economics from the University of California, Santa Barbara and he earned his Master of Business Administration from The University of Texas at San Antonio. Mr. Adams is a 2015 graduate of the Stanford Executive Program.

38    CST BRANDS, INC. – Proxy Statement

Table of Contents

INFORMATION REGARDING OUR EXECUTIVE OFFICERS

Anthony P. Bartys has served as the Company’s Senior Vice President and Chief Operating Officer since January 2013. From 1991 until 2013, Mr. Bartys served in various roles at Valero and its predecessor companies, including as Vice President of U.S. Retail Operations and Marketing from July 2007 until January 2013. Mr. Bartys has a Bachelor of Arts in Accounting from the University of West Florida-Pensacola.

Gérard J. Sonnier has worked for the Company since February 2014 and has served as the Company’s Senior Vice President, General Counsel and Corporate Secretary since August 2014. From February 2013 to January 2014, Mr. Sonnier served as Vice President and General Counsel at Quanta Services, Inc., from October 2012 to January 2013, he worked as an independent legal consultant, and from March 2001 to September 2012, he served as Assistant General Counsel — Litigation and Chief Foreign Corrupt Practices Act Compliance Officer at Waste Management, Inc. From 1997 to 2001, Mr. Sonnier was with Baker Hughes Incorporated, where he held various positions, including Acting General Counsel and Chief Compliance Counsel from 2000 to 2001. Mr. Sonnier earned a Bachelor of Arts from the University of Colorado and his Juris Doctorate from The Tulane University School of Law.

Stéphane Trudel has served as the Company’s Senior Vice President, Growth and Strategy since January 2016. His position combines oversight of Acquisitions, Divestments, Strategic Planning and Business Analytics, Construction and Real Estate, and Canadian wholesale operations. Mr. Trudel is also the lead executive in the Company’s Canadian Service Center. He has 25 years of experience in the fuel marketing business and recently served as the Company’s Senior Vice President, Mergers and Acquisitions from October 2014 to January 2016; he has held management roles in retail operations where he was responsible for growing the Company-operated network in Canada and he was also the Director of IT between 2001 and 2008. Mr. Trudel holds an Executive Master of Business Administration and a Bachelor in Business Administration from Sherbrooke University with a minor in Management Information Systems.

Tammy V. Floyd (CPA) has served as the Company’s Vice President and Controller since May 2013, after over ten years of service with Valero in various accounting positions. From April 2008 to May 2013, Ms. Floyd served as Vice President of Operations Accounting for Valero. Prior to joining Valero, Ms. Floyd was an Experienced Manager at Arthur Andersen LLP. A Certified Public Accountant, and a Certified Global Management Accountant, Ms. Floyd holds a Bachelor with a dual degree in Accounting and Management and a minor in Spanish from the University of Houston.

CST BRANDS, INC. – Proxy Statement    39

Table of Contents

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of the compensation decisions with respect to our Chief Executive Officer, Chief Financial Officer, and our three most highly paid executive officers during the 2015 fiscal year, which we collectively refer to herein as our “named executive officers” or “NEOs.” This Compensation Discussion and Analysis also describes the objectives and principles underlying our executive compensation programs, the compensation decisions we have recently made under those programs, and the factors we considered in making those decisions.

Named Executive Officers

As of the fiscal year ending December 31, 2015, our named executive officers were:

The Company has adopted several governance practices that we believe reinforce the soundness of our compensation programs:

40    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

Compensation Philosophy and Practices

We design our executive compensation program to drive the creation of long-term stockholder value and deliver strong financial and operational results. We do this by tying compensation to the achievement of performance goals that promote sustainable growth and by designing compensation to attract, retain, and motivate high-quality employees.

To achieve our objectives, we implement our compensation philosophy through the following guiding principles:

Compensation Decision Making Process

Role of the Compensation Committee

The Compensation Committee is responsible for monitoring the performance and compensation of our NEOs, reviewing compensation plans and administering our incentive programs.

The Compensation Committee works closely with its independent compensation consultant and meets regularly, including in executive session without management present, to make decisions on our executive compensation program and on the compensation of our Chief Executive Officer and other executives. The Compensation Committee reviews a variety of market data and information, including information derived from the proxy statements of the Company’s peer group and survey data for executives below the NEOs who are within the purview of the Compensation Committee, and considers the recommendations of its independent compensation consultant when making compensation decisions. The Compensation Committee may delegate (i) any or all of its responsibilities to subcommittees or any committee member, (ii) certain authority

CST BRANDS, INC. – Proxy Statement    41

Table of Contents

EXECUTIVE COMPENSATION

with respect to the administration of previously approved employee benefit plans to the Benefit Plans Administrative Committee, and (iii) the authority to amend the employee benefit plans, subject to the various restrictions, to an officer of the Company, except that it shall not delegate its responsibilities for any matters that involve executive or director compensation or any matters where it has determined such compensation is intended to comply with Section 162(m) of the Code. When making determinations with respect to our Chief Executive Officer’s compensation, the Compensation Committee reviews and discusses the Board’s evaluation of our Chief Executive Officer and makes preliminary determinations about her base salary, short-term incentive compensation and long-term incentive compensation. The Compensation Committee then presents its recommendations to the Board and the Board discusses, modifies and approves, as appropriate, our Chief Executive Officer’s compensation. Neither our Chief Executive Officer, nor any other executive officer, is involved in recommending or determining the compensation of our Chief Executive Officer.

Role of the Compensation Consultant

In January 2015, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FWC”) to serve as its independent executive compensation consultant for the 2015 fiscal year. During 2015, FWC’s executive officer and director compensation consulting services included:

The Compensation Committee has analyzed whether the work of FWC as a compensation consultant has raised any conflict of interest under NYSE listing standards, taking into consideration the following factors: (i) the provision of other services to the Company by FWC; (ii) the amount of fees received from the Company by FWC, as a percentage of the total revenue of FWC; (iii) the policies and procedures of FWC that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the FWC consultant with a member of the Compensation Committee; (v) any stock of the Company owned by the FWC consultant; and (vi) any business or personal relationship of the FWC consultant or FWC with an executive officer of the Company. After considering the foregoing factors, the Compensation Committee determined that the work of FWC with the Compensation Committee during the 2015 fiscal year did not raise any conflicts of interest affecting FWC’s independence.

Role of Management

When making executive compensation decisions, the Compensation Committee considers recommendations from our Chief Executive Officer, who reviews the individual performance of the NEOs (other than herself) as well as market data and makes recommendations to the Compensation Committee on NEO compensation. The Compensation Committee reviews, discusses, modifies and approves, as appropriate, such compensation recommendations with its independent compensation consultant in executive session without any members of management present, including our Chief Executive Officer.

42    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

Role of Stockholder Say-on-Pay

Our pay-for-performance philosophy with respect to our executive compensation program is aligned with stockholder interest and an important driver of our success. We take pride that, at our 2015 annual meeting, our stockholders overwhelmingly supported our executive compensation program with 97.86% of stockholder votes cast in favor of our say-on-pay proposal. The Compensation Committee views this support as an overall endorsement by our stockholders of our approach to executive compensation.

We continue our ongoing stockholder engagement program and incorporate feedback and suggestions on ways to further tie our executive compensation program to the Company’s strategic growth goals and the interests of our stockholders.

In addition, following a review of the links between pay and performance, the Compensation Committee, for the 2016 fiscal year, introduced performance-based equity awards into our long-term incentive plan and made adjustments to our short-term incentive compensation metrics.

Peers and Benchmarking

Prior to setting compensation levels for the 2015 fiscal year, the Compensation Committee reviewed a competitive analysis performed by Exequity LLP (the former independent executive compensation consultant engaged by the Compensation Committee for the 2014 fiscal year) on total direct compensation targets for our NEOs, including base salaries, short-term incentive targets, and long-term incentive grants. The mix of cash and equity, as well as short-term and long-term allocations of compensation, was considered in this benchmarking process.

The following 18 companies were used as a peer group for purposes of targeting the competitiveness of compensation for our NEOs:

CST BRANDS, INC. – Proxy Statement    43

Table of Contents

EXECUTIVE COMPENSATION

Exequity provided the Compensation Committee with a statistical analysis of compensation data for the companies listed above to consider in its determination of individual NEO pay levels. The companies in the peer group are companies in the convenience retail, quick-serve restaurant, and small box retail industries with similar operations, revenues and market capitalization and with whom we believe we compete for executive talent. Peer group determination was based on a comparative review of annual revenues and market capitalization, and our peer group generally consists of similarly sized companies within CST Brands’ industry and in similar industries. Two companies, Alimentation Couche-Tard Inc. and Susser Holdings Corporation, were outside of the revenue range that was considered, but we included them in our peer group because they are our direct competitors. The inclusion of quick-serve restaurants reflects the Company’s focus on expanding its offering to prepared foods. Quick-serve restaurants tend to have lower revenues than convenience retailers due to the lack of fuel sales, but have a higher market capitalization as a ratio to revenue. The peer group is the same as 2014, except Murphy USA, Inc. is included based on its post-IPO pay disclosures and Office Depot, Inc. and OfficeMax, Inc. have merged and now only Office Depot, Inc. remains. In addition, The Pantry, Inc. merged with and into Alimentation Couche-Tard Inc. on March 16, 2015, and Susser Holdings Corporation was acquired by Sunoco LP on July 31, 2015. At the time of the analysis, CST Brands’ revenue was $12.8 billion and our market capitalization was $2.5 billion. Our peer group had median revenues of $7.8 billion and a median market capitalization of $3.7 billion. We believe that the Company’s business size falls within a reasonable range of the median of the peer group.

Elements of Executive Compensation

Overview

The core elements of total direct compensation for our NEOs are base salary, short-term incentives (in the form of annual performance-based cash incentives) and long-term incentives (in the form of RSUs and stock options).

The Compensation Committee has implemented a multi-year strategy to align the total direct compensation of our NEOs with our peer group. In 2013, our focus was on bringing base salary and short-term incentive compensation in closer alignment with our peer group. In 2014, our focus was on improving total compensation opportunities and refining the weighting of the element mix, among base pay, short-term incentives and long-term incentives, in each case to be more in line with our peer group. In 2015, the Compensation Committee focused on developing the performance-based equity program and implemented changes to the annual incentive plan to support operational and financial performance.

The Compensation Committee generally targets total direct compensation (base salary, short-term incentives and long-term incentives) at the 50th percentile of the Company’s peer group because the Compensation Committee believes it is an appropriate foundation for attracting and retaining critical executive talent; however, the Compensation Committee does not determine the level of total direct compensation based exclusively on a comparative analysis against the Company’s peer group. The Compensation Committee also considers other factors, including internal pay equity and consistency, the executive officer’s job responsibilities, management experience, individual contributions, number of years in his or her position, and recent compensation adjustments.

The Compensation Committee’s emphasis on variable or “at-risk” components of incentive pay results in actual compensation ranging below or above the median based on the achievement of the objectives established in the Company’s short-term and long-term incentive programs and changes in the value of the Company’s stock. Retirement and health and welfare benefits provided to our NEOs are designed to be consistent in value and, to a lesser degree, aligned with benefits offered by companies with whom we compete for talent.

The Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation among base salary, short-term incentive compensation and long-term incentive compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. While the Compensation Committee believes that each compensation component should be considered separately and that payments or awards derived from one component should not negate or reduce payments or awards derived from other components, the components are considered and weighted within the context of each executive officer’s total compensation. We evaluate our compensation program on an ongoing basis and adapt the program, as necessary, to ensure continued alignment between long-term Company performance and executive compensation.

44    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

2015 Target Total Direct Compensation Mix

The following table sets forth the core elements of total direct compensation targets for the 2015 fiscal year for our named executive officers.

The following charts show the percentage of each element of the 2015 total direct compensation target for our Chief Executive Officer and the other NEOs. In 2015, 57% of our Chief Executive Officer’s total direct compensation target was “at-risk” (compared to an average of 50% for the other NEOs), of which 34% was in the form of stock options (compared to an average of 29% for the other NEOs) and 23% of our Chief Executive Officer’s total direct compensation target was in the form of time-vested RSUs (compared to an average of 19% for other NEOs), which provide retentive protection to our top talent.

The total aggregate direct compensation targets for our NEOs in 2015 were 99% of our peer group median on a dollar value basis.

Base Salary

Base salary is an important element of compensation for all Company employees, helping to maintain our ability to recruit and retain exceptional talent. Base salaries were targeted at median market levels, and represented a smaller percentage of total pay for top executive officers than for other employees. Base salaries are reviewed and established annually, upon promotion, or following a change in job responsibilities and are based on market data, internal pay equity and each executive officer’s level of responsibility, experience, expertise and performance. Consistent with the Committee’s compensation philosophy, base salaries for the Chief Executive Officer and other NEOs were adjusted to achieve total compensation for the NEOs near the median of the Company’s peer group.

CST BRANDS, INC. – Proxy Statement    45

Table of Contents

EXECUTIVE COMPENSATION

The Compensation Committee approved the following NEO salary increases for the 2015 fiscal year:

Short-Term Incentive Plan: Annual Performance-Based Cash Incentive

Our short-term incentive plan is one of the key components of the “at-risk” compensation we offer to our executives. We utilize an annual performance-based cash incentive plan to reward short-term performance achievements. Such plan is also intended to motivate and reward our executives for their contributions toward meeting longer-term corporate financial and strategic goals and to align the interests of such executives with those of our stockholders.

In developing our short-term incentive plan, the Compensation Committee first sets quantitative performance goals that encourage our executive officers to focus on priorities that are directly tied to our business strategy. The Compensation Committee then establishes annual cash incentive targets based upon a number of factors, including a study of the short-term incentive pay practices of our peer group and our Chief Executive Officer’s qualitative assessment (other than for herself).

In March 2015, the Compensation Committee approved the following performance metrics (including minimum, target and maximum levels) for our 2015 annual short-term incentive plan (the “2015 STI Plan”): (i) adjusted consolidated EBITDA versus established budget; (ii) total merchandise gross profit growth versus established budget; (iii) growth in the distributions per unit of CrossAmerica Partners LP; and (iv) individual participation in the CST Time Program, our program to engage employees in the CST service centers with those in the retail stores. The Compensation Committee chose this array of performance metrics because it believed that no single metric would be sufficient to ensure well-rounded and balanced performance by our executives. The Compensation Committee also believed that successful execution of these performance metrics would contribute to an increase in stockholder value, with target and higher goals set at challenging, yet reasonable levels. The following table describes each performance metric, the percentage of the aggregate short-term incentive attributable to each performance metric and the reason for its inclusion in the 2015 STI Plan.

46    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

The target for each executive officer’s short-term incentive award for the 2015 fiscal year, expressed both as a percentage of annual base salary and as a total dollar amount, is shown in the table below. The Compensation Committee establishes annual cash incentive targets, as a percentage of base salary, based upon a study of the short-term incentive pay practices of our peer group, as well as additional factors such as each executive officer’s experience and contribution to the Company’s success, and internal pay equity. The maximum STI award payable to our executive officers, based on the quantitative company performance metrics under the 2015 STI Plan, was 190% of their respective STI targets and, if the 2015 STI Plan funding pool referenced below was not funded, no STI award would be payable to our NEOs.

CST BRANDS, INC. – Proxy Statement    47

Table of Contents

EXECUTIVE COMPENSATION

In 2015, we made progress on increasing total gross profit from merchandise and services. The Company increased consolidated EBITDA building a record 42 New-to-Industry stores, successfully closing on and integrating the operations of $265 million in acquisitions, growing CrossAmerica Partners LP’s distribution per common unit, and each of the NEOs fully satisfied his or her CST Time Program participation requirement. The following table details the minimum, target and maximum performance level targets and results actually achieved for each of the Company’s performance metrics.

Funding for the 2015 STI Plan funding pool was subject to achieving a minimum adjusted consolidated operating income of $108.1 million for the 2015 fiscal year, which was achieved, funding the 2015 STI Plan.

The Compensation Committee then exercised its downward discretion to reduce the final short-term incentive amounts based upon the Company’s performance against the 2015 STI Plan Performance Metrics and the Compensation Committee’s assessment of each NEO’s individual performance.

Overall performance for the 2015 fiscal year, measured using the performance metrics described above, was 127.9% of the target performance metrics set by the Compensation Committee. Accordingly, the Compensation Committee set the following final annual STI award amounts for our NEOs: