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.

One Valero Way

Building D, Suite 200

San Antonio, TX 78249

(210) 692-5000

April 21, 2015

To Our Stockholders:

I am pleased to invite you to join me, our Board of Directors and our senior leadership team at the 2015 Annual Meeting of Stockholders of CST Brands, Inc. to be held on June 4, 2015, at 9:00 a.m., Central Time, at our CST Service Center located at One Valero Way, Building D, 4^th Floor, San Antonio, TX 78249. We hope that you will be able to attend the meeting. The attached Notice of Annual Meeting of Stockholders and proxy statement will explain in detail the matters on which action will be taken at the meeting.

The Company delivered strong results and had several notable achievements in 2014. We reported net income of $200 million, or 44% above 2013 results. In addition, we completed strategically important acquisitions, executed on our network optimization plan and continued to focus on organic growth, with new store expansion centered on our new, larger store format that features broader merchandise and food service offerings.

With the purchase of 100% of the membership interests in the general partner of Lehigh Gas Partners LP (now known as CrossAmerica Partners LP (NYSE: CAPL)) and all of the outstanding incentive distribution rights of CAPL on October 1, 2014, we doubled the size of our footprint, and acquired a growth vehicle for future expansion with CrossAmerica’s limited partnership, advantaged financial structure, and strong wholesale fuel supply business. Our relationship with CrossAmerica further strengthens our overall growth strategy while providing CrossAmerica with a “drop down” sponsor to support its future growth. CST’s stockholders and CrossAmerica unitholders will realize the benefit of this symbiotic relationship for many years to come.

Less than one month after acquiring the CrossAmerica general partner, we jointly purchased the retail-legend, New York State-based, Nice N Easy Grocery Shoppes, a chain of 32 company-operated and 45 franchised stores. Our focus on organic growth continued into 2014, with the opening of 38 new, larger format stores, with an expanded focus on food service. In 2015, we plan to continue our acquisition growth with CrossAmerica as well as our new-to-industry store growth with 35-40 stores in the U.S. and 10-12 stores in Canada.

At CST, we believe in hands-on management. Our corporate staff, including myself, spends several days each year working in our retail stores, gaining a better understanding of our store operations and developing insights on how to help support our business, which are vital to our growth and continued success.

On the community service front, we sponsored our first-ever signature fundraising event, an eight-city, 5K fun run series called the Corner Store Country Run, raising a net total of $1 million for Big Brothers Big Sisters in the U.S. and Canada and other local children’s charities. Additionally, in the U.S., we helped raise millions of dollars for United Way, Children’s Miracle Network Hospitals, the Muscular Dystrophy Association and the Canadian Breast Cancer Foundation.

I am grateful for the continued support of our loyal customers, vendor partners, Board of Directors, dedicated team members, and, of course, our stockholders. I am looking forward to carrying forward our commitment to “Delight More Customers Every Day™” in 2015.

Kimberly S. Lubel

Chairman of the Board, Chief Executive Officer and President

Table of Contents

CST BRANDS, INC.

CST Service Center

One Valero Way

Building D, 4th Floor

San Antonio, TX 78249

To the Stockholders of CST Brands, Inc.:

You are invited to attend the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of CST Brands, Inc., which will be held at the CST Service Center located at One Valero Way, Building D, 4^th Floor, San Antonio, TX 78249, on Thursday, June 4, 2015, at 9:00 a.m., Central Time. At the meeting, you will be asked to:

Our Board of Directors has fixed the close of business on April 13, 2015 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 admission.

By Order of the Board of Directors,

Gérard J. Sonnier

Senior Vice President, General Counsel and Corporate Secretary

San Antonio, Texas

April 21, 2015

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    i

Table of Contents

ii    CST BRANDS, INC. – Proxy Statement

Table of Contents

CST BRANDS, INC. – Proxy Statement    iii

Table of Contents

PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 4, 2015

CST BRANDS, INC.

One Valero Way, Building D, Suite 200

San Antonio, Texas 78249

(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 2015 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 4, 2015, at 9:00 a.m., Central Time, at the CST Service Center located at One Valero Way, Building D, 4^th Floor, San Antonio, TX 78249.

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 21, 2015.

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, 2014 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 II Director Nominees, “FOR” Proposal No. 2 – Ratification of the Selection of KPMG LLP as Our Independent Registered Public Accounting Firm, and “FOR” Proposal No. 3 – 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 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.

CST BRANDS, INC. – Proxy Statement    1

Table of Contents

PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 4, 2015

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 13, 2015, 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 76,709,944 shares of common stock issued and 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 13, 2015, 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 3, 2015, 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.

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.

2    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 4, 2015

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

If at the close of business on April 13, 2015 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 Plan

The CST Brands, Inc. Savings Plan (the “CST Brands Savings Plan”) provides that the trustee of the plan will vote the shares of CST common stock that are not directly voted by the participants in the plan. If you hold shares of CST common stock in the CST Brands Savings Plan and do not timely vote your shares or specify your voting instructions on your proxy card, the trustee will vote your shares in accordance with management’s recommendation. To allow sufficient time for voting by the trustee, if applicable, your voting instructions must be received by May 29, 2015.

For participants in the CST Brands Savings Plan, 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 CST Brands Savings Plan. For shares held by the CST Brands Savings Plan, 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 13, 2015, the record date, there were 76,709,944 shares of common stock outstanding. Therefore, a total of 76,709,944 shares are entitled to vote at the Annual Meeting and holders of common stock representing at least 38,354,973 shares must be represented at the Annual Meeting, either in person or by proxy, to establish 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    3

Table of Contents

PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 4, 2015

Required Vote

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

Our Board unanimously recommends a vote “FOR” Proposal No. 1 – Election of Class II Director Nominees, “FOR” Proposal No. 2 – Ratification of the Selection of KPMG LLP as Our Independent Registered Public Accounting Firm and “FOR” Proposal No. 3 – 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 II 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 shall 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 and Proposal No. 3 – 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 as to which 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. 3 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 a determination concerning executive compensation.

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 and Proposal No. 3 – 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 II Director Nominees, which requires a “majority of the votes cast,” abstentions will have no effect because, under our bylaws, abstentions are not considered votes cast when voting for directors.

Broker Non-Votes. Under the rules that govern brokers, banks and other nominees that are record holders of Company stock held in brokerage accounts for their clients who beneficially own the shares, these brokers, banks and other nominees who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“discretionary matters”) but do not have discretion to vote uninstructed shares as to certain other matters, such as the election of directors, amendments to equity plans or executive compensation matters (“non-discretionary matters”). Accordingly, a broker may submit a proxy card on behalf of a beneficial owner from whom the broker has not received voting instructions that casts a vote with regard to discretionary matters but expressly states that the broker is not voting as to non-discretionary matters. The broker’s inability to vote on non-discretionary matters with respect to which the broker has not received voting instructions from the beneficial owner is referred to as a “broker non-vote.”

4    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 4, 2015

Because broker non-votes are not considered under Delaware law to be entitled to vote at the Annual Meeting, they will have no effect on the outcome of the vote on Proposal No. 1 – Election of Class II Director Nominees and Proposal No. 3 – Approval, on an Advisory, Non-binding basis, of the Compensation of our Named Executive Officers. As a result, if you hold your shares in street name and you do not instruct your broker, bank or other nominee how to vote your shares, no votes will be cast on your behalf on these proposals. Therefore, it is critical that you indicate your vote on these proposals if you want your vote to be counted.

Proposal No. 2, ratification of the selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2015, should be considered a routine matter. Therefore, your broker will be able to vote on Proposal No. 2 even if it does not receive instructions from you, so long as it holds your shares in its name.

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:

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. As described above, if you do not provide voting instructions to your broker, bank or other nominee, such person or entity may vote on Proposal No. 2 – Ratification of the Selection of KPMG LLP as Our Independent Registered Public Accounting Firm, but may not vote on any other proposal.

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 Plan; 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 “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 Georgeson Inc. to assist in the solicitation of proxies at a base fee of $8,500, 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.

CST BRANDS, INC. – Proxy Statement    5

Table of Contents

PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 4, 2015

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 13, 2015, 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 13, 2015. 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:

Georgeson Inc.

480 Washington Blvd. 26th Floor

Jersey City, NJ 07310

Call Toll-Free (866) 767-8989

6    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS

Overview

Our Board presently has ten members and is divided into three classes, designated Class I, Class II and Class III. Class I consists of three directors, Class II consists of three directors and Class III consists of four directors. Each class has a three-year term. Vacancies on the Board may be filled only by a majority of the remaining directors in office (even though the remaining directors may constitute less than a quorum). A director elected by the Board to fill a vacancy in a Class, other than a vacancy created by an increase in the number of directors by an amendment to the bylaws, will serve for the remainder of the full term of that Class and until the director’s successor is elected and qualified or until the director’s death, resignation, or removal.

The term of office of the three Class II directors expires in 2015. Based on the recommendation of the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”), the Board has nominated each of the current Class II directors listed below for election to the Board. If elected at the Annual Meeting, each of these nominees would serve until the 2018 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 the 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    7

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS

Nominees for Election as Class II Directors with Terms Expiring in 2018

8    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS

Vote Required and Board Recommendation

The election of each of Donna M. Boles, Kimberly S. Lubel, and Michael H. Wargotz as Class II directors to serve until the 2018 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.

Incumbent Class III Directors with Terms Expiring in 2016

CST BRANDS, INC. – Proxy Statement    9

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS

10    CST BRANDS, INC. – Proxy Statement

Table of Contents

PROPOSAL NO. 1 ELECTION OF CLASS II DIRECTORS

Incumbent Class I Directors with Terms Expiring in 2017

ROGER G. BURTON (CPA)     Age 68
Mr. Burton has served as a member of our Board since April 2013. In 2002, Mr. Burton founded his own financial consulting, auditing and litigation support services firm, Roger G. Burton, CPA. From 1981 to 2002, Mr. Burton served as a partner of Arthur Andersen LLP.
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 managerial experience attained from his service as Chief Executive of his own financial services firm.

STEPHEN A. SMITH (CPA)     Age 58
Mr. Smith has served as a member of our Board since March 2014. Mr. Smith is the Executive Vice President and Chief Financial Officer of Jackman Reinvention, Inc., a privately held brand and strategy consulting firm in Toronto, Canada. Throughout 2013, Mr. Smith served as co-CEO of Cara Operations Limited, a Canadian restaurant chain owner and operator and from 2007 to 2013, he served as Chief Financial Officer of Cara. From 1985 to 2007, Mr. Smith held various senior and executive level positions with Canadian grocer Loblaw Companies Limited (George Weston Limited), including Executive Vice President from 1999 to 2006. Mr. Smith also serves as a director and chair of the Audit and Finance Committee for the Metro Toronto Convention Center and St. Michael’s Hospital foundation.
Director Qualifications: Mr. Smith’s pertinent experience, qualifications, attributes, and skills include public accounting and financial reporting expertise (including extensive experience as a Chartered Professional Accountant (CPA) in Canada) and managerial experience attained from his executive positions at the companies described above.

CST BRANDS, INC. – Proxy Statement    11

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, 2015

The Audit Committee of the Board (the “Audit Committee”) has selected KPMG to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2015. 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, 2015 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.

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, 2014 and 2013. 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.

12    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, 2015

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.

CST BRANDS, INC. – Proxy Statement    13

Table of Contents

PROPOSAL NO. 3 APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED

EXECUTIVE OFFICERS

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank 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 24 to 46. 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. 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 2014 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.

14    CST BRANDS, INC. – Proxy Statement

Table of Contents

CORPORATE GOVERNANCE AND BOARD MATTERS

General

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 and Code of Business Conduct and Ethics, 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.

This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and our Board committee charters, each of which are described below, may be viewed on our website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investors” section. Alternately, 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.

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 eight 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 is the Chief Executive Officer of CrossAmerica GP LLC, a wholly owned subsidiary of the Company.

CST BRANDS, INC. – Proxy Statement    15

Table of Contents

CORPORATE GOVERNANCE AND BOARD MATTERS

Board Leadership Structure

The Board believes that our Chief Executive Officer and President is best situated to serve as Chairman of the Board because she 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. The Board believes this 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 combination of the Chairman and Chief Executive Officer roles is appropriate based on the Company’s current circumstances, our Corporate Governance Guidelines do not establish this approach as a policy.

Our Board structure also fosters strong oversight by independent directors. Eight of our ten directors are independent and each of our Board committees consists entirely of independent directors. To assure effective independent oversight, the Board has adopted the following corporate governance practices:

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 a 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 those interests should be addressed by a person independent of management. Mr. Schoenbaum currently serves as our Lead Director.

The Board believes that the combined role of Chairman and Chief Executive Officer with the utilization of a 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 conducts a 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 an Executive Committee of the Board (the “Executive Committee”), which is responsible for overseeing risk management policies and procedures related to the Company’s ownership of the CrossAmerica GP LLC (the “General Partner”), a wholly owned subsidiary of the Company and the general partner of CrossAmerica Partners LP, a publicly traded Delaware limited partnership (the “Partnership”), the associated incentive distribution rights in the Partnership, and an approximate 6.1% of the units of the Partnership. 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.

16    CST BRANDS, INC. – Proxy Statement

Table of Contents

CORPORATE GOVERNANCE AND BOARD MATTERS

Meetings

During the fiscal year ended December 31, 2014, the Board met five times and acted by unanimous written consent two times. None of our directors attended fewer than 75% of the total number of meetings held by the Board and the committees (on which the director served) during fiscal year 2014.

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 2014 and all members of the Board attended the meeting.

Information Regarding Board Committees

The Board has established standing Audit, Compensation, Executive and Nominating and Governance Committees 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 2014 fiscal year meeting information and current membership for each of our Board committees. During the 2014 fiscal year, each Board committee member attended at least 75% 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.

CST BRANDS, INC. – Proxy Statement    17

Table of Contents

CORPORATE GOVERNANCE AND BOARD MATTERS

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 following is the report of the Audit Committee with respect to the audited financial statements of CST Brands, Inc. for the fiscal year ended December 31, 2014.

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, 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 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, 2014, which we filed on February 27, 2015.

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.

18    CST BRANDS, INC. – Proxy Statement

Table of Contents

REPORT OF THE AUDIT 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.

Compensation Committee Interlocks and Insider Participation

Ms. Boles, Ms. Incandela and Mr. Schoenbaum served on the Compensation Committee during the 2014 fiscal year. No member of the Compensation Committee was at any time during 2014 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 2014.

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

Denise Incandela

Alan Schoenbaum

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.

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 the Partnership. The Executive Committee is responsible for overseeing and approving all transactions between the Company and the Partnership, 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 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.

CST BRANDS, INC. – Proxy Statement    19

Table of Contents

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

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.

Consideration of Director Nominees

The Company believes that its Board as a whole should encompass a diverse range of talent, skill, experience and expertise, 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. When newly created directorships are filled by the Board, however, such additional directors shall not be assigned to a director class until the next annual meeting.

Director Qualifications

There are no specific minimum qualifications that the Board requires to be met by a director nominee recommended for a position on our Board, nor are there any specific qualities or skills that are necessary for one or more members of our 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 our 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

20    CST BRANDS, INC. – Proxy Statement

Table of Contents

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

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 2016 annual meeting of stockholders must do so by delivering a written recommendation to our Corporate Secretary, CST Brands, Inc., One Valero Way, Building D, Suite 200, San Antonio, Texas 78249, 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 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 solicits recommendations for potential Board candidates from a number of sources, including members of the Board, our executive officers, professional colleagues, individuals personally known to the members of the Board, and, if deemed necessary or appropriate, 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. 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. 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. In certain instances, the Nominating and Governance Committee members or other Board members may request a background check, may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. 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 our Board, or specific members of our Board, may do so by writing to our Corporate Secretary, CST Brands, Inc., One Valero Way, Building D, Suite 200, San Antonio, Texas 78249 or by calling (210) 692-5000.

CST BRANDS, INC. – Proxy Statement    21

Table of Contents

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

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.

Code of Business Conduct and Ethics

Our 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.

Our 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.

Information Regarding our Executive Officers

The following table sets forth certain information about our executive officers, as of April 13, 2015:

Kimberly S. Lubel has served as the Company’s Chief Executive Officer and President since January 2013 and as its Chairman of the Board since November 2012. Ms. Lubel’s biographical information is provided above under the section entitled “Proposal No. 1—Election of Class II Director Nominees.”

Clayton E. Killinger (CPA) has served as the Company’s Executive Vice President and Chief Financial Officer since March 2015. From January 2013 to March 2015, Mr. Killinger served as the Company’s Senior Vice President and Chief Financial Officer. From 2001 until 2013, Mr. Killinger served in various roles at Valero, 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 in December 2001, Mr. Killinger was a partner with Arthur Andersen LLP, having joined that firm in 1983. 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 on March 26, 2015, Mr. Killinger was elected Chief Financial Officer of CrossAmerica Partners LP.

Stephan F. Motz has served as the Company’s Executive Vice President and Chief Strategy Officer since March 2015. From March 2013 to March 2015, Mr. Motz served as the Company’s Senior Vice President and Chief Development Officer. From 1983 until 2013, Mr. Motz served in various roles at Valero and its predecessor companies, including as Vice President of U.S. Retail Asset Development and Administration from October 2003 until January 2013. On October 1, 2014, Mr. Motz was elected to the board of directors of CrossAmerica GP LLC, the general partner of CrossAmerica Partners LP.

22    CST BRANDS, INC. – Proxy Statement

Table of Contents

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

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.

Charles H. Adams has served as the Company’s Chief Marketing Officer since May 2013 and as its Senior Vice President of Marketing since January 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.

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.

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.

CST BRANDS, INC. – Proxy Statement    23

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 2014 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.

24    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

Named Executive Officers

For the fiscal year ended December 31, 2014, our named executive officers were:

Executive Summary

The Company tailors its pay practices to provide incentives for the achievement of operational objectives, to reward executive officers for performance consistent with the Company’s priorities, to attract and retain high-quality talent and to align compensation with the long-term interests of our stockholders. The Company’s compensation programs are also designed to reinforce a culture of teamwork between each of the Company’s Service Center employees and those serving customers in our retail locations so that we can “Delight More Customers Every Day™.” This executive summary provides an overview of our financial performance for the 2014 fiscal year, how such performance affected compensation and certain compensation related governance practices.

Highlights for the 2014 fiscal year include:

CST BRANDS, INC. – Proxy Statement    25

Table of Contents

EXECUTIVE COMPENSATION

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

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.

26    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

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 regarding the Company and our peer group (which represents direct convenience retail peers, quick service restaurants, and small box retailers), as well as general industry compensation information, and considers the recommendations of its independent compensation consultant when making compensation decisions. 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.

CST BRANDS, INC. – Proxy Statement    27

Table of Contents

EXECUTIVE COMPENSATION

Role of the Compensation Consultant

The Compensation Committee retained Exequity LLP (“Exequity”) to serve as its independent executive compensation consultant for the 2014 fiscal year. During 2014, Exequity’s executive officer and director compensation consulting services included:

The Compensation Committee has analyzed whether the work of Exequity as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Exequity; (ii) the amount of fees received from the Company by Exequity, as a percentage of the total revenue of Exequity; (iii) the policies and procedures of Exequity that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Exequity consultant with a member of the Compensation Committee; (v) any stock of the Company owned by the Exequity consultant; and (vi) any business or personal relationship of the Exequity consultant or Exequity with an executive officer of the Company. After considering the foregoing factors, the Compensation Committee determined that the work of Exequity with the Compensation Committee during the 2014 fiscal year did not raise any conflicts of interest affecting Exequity’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.

Role of Shareholder Say-on-Pay

We believe that our pay-for-performance philosophy with respect to our executive compensation program was an important driver of our success, and we are proud that our shareholders expressed confidence in this program, with over 98% of stockholder votes cast in favor of our say-on-pay proposal at our 2014 annual meeting. While the Committee believes that this is an overall endorsement by our shareholders of our approach to executive compensation and did not make any material changes to its approach in 2014, we remain open to shareholder feedback of our compensation programs.

28    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

Peers and Benchmarking

Prior to setting compensation levels for the 2014 fiscal year, the Compensation Committee reviewed a competitive analysis performed by Exequity 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:

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. At the time of the analysis, CST Brands’ revenue was $13.1 billion and our market capitalization was $2.5 billion. Our peer group had median revenues of $7.4 billion and a median market capitalization of $4.0 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 time-vested equity awards).

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 and beyond, the Compensation Committee intends to focus on monitoring and adjusting compensation based on the Company’s financial position and performance, while considering market practices, including those of our peer group.

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 a fair and competitive starting point to attract and retain critical executive talent. The Compensation Committee reviews each executive officer’s total direct compensation for alignment with the Company’s peer group and our compensation philosophy. 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 (with no particular weighting assigned to any of these factors).

CST BRANDS, INC. – Proxy Statement    29

Table of Contents

EXECUTIVE COMPENSATION

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.

2014 Target Total Direct Compensation Mix

The following table sets forth the core elements of total direct compensation targets for the 2014 fiscal year for our named executive officers.

30    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

The following charts show the percentage of each element of the 2014 total direct compensation target for our Chief Executive Officer and the other NEOs. In 2014, the Company more closely aligned the total direct compensation targets for our NEOs with the practices of our peer group and increased the proportion coming from long-term incentive grant targets. As a result, 80% of our Chief Executive Officer’s total direct compensation target was “at-risk” (compared to a weighted average of 70% for the other NEOs), of which 57% was in the form of long-term equity compensation (compared to a weighted average of 49% for the other NEOs).

The total aggregate direct compensation targets for our NEOs in 2014 were 97% of our peer group median on a dollar value basis (i.e., 3% below the median).

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 are targeted at median market levels, and represent 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.

The Compensation Committee approved the following NEO salary increases for the 2014 fiscal year:

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

Our short-term incentive program 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 program, 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

CST BRANDS, INC. – Proxy Statement    31

Table of Contents

EXECUTIVE 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.

In February 2014, the Compensation Committee approved the following performance metrics (including minimum, target and maximum levels) for our 2014 annual short-term incentive plan (the “2014 STI Plan”): (i) actual adjusted net income versus established budget net income; (ii) same store merchandise gross profit growth; (iii) new to industry builds; and (iv) individual participation in the Corner Store Time Program. The Compensation Committee chose an 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 these performance metrics would increase stockholder value if achieved, 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 2014 STI Plan.

32    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

The target for each executive officer’s short-term incentive award for the 2014 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 2014 STI Plan, was 180% of their respective STI targets and, if the 2014 STI Plan pool referenced below was not funded, the minimum STI award payable to our NEOs would be zero.

In 2014, the Company outperformed on the adjusted net income performance metric and made progress towards achieving its same store merchandise gross profit growth objective. In addition, the Company built a record 38 new to industry stores and each of the NEOs fully satisfied his or her Corner Store Time participation requirement. The following table details the minimum, target and maximum performance level targets and results achieved for each of the Company’s performance metrics.

CST BRANDS, INC. – Proxy Statement    33

Table of Contents

EXECUTIVE COMPENSATION

Funding for the 2014 STI Plan pool was subject to a minimum operating income of $129.3 million for the 2014 fiscal year which, when met, still permitted the Compensation Committee to exercise downward discretion to reduce the final short-term incentive amounts based upon the Company’s performance and the Compensation Committee’s assessment of each NEO’s individual performance.

Overall performance for the 2014 fiscal year, measured using the performance metrics described above, was 140% 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:

Long-Term Incentive Program: Time-Vested Equity Awards

Our long-term incentive program is another key component of our “at-risk” compensation package and is intended to reward longer-term performance and to help align the interests of our executive officers with those of our stockholders. We believe that long-term performance is achieved through an ownership culture that rewards the performance of our executive officers through the use of equity incentives and that a considerable portion of the compensation of our NEOs should be tied to the Company’s stock price performance.

The Compensation Committee establishes long-term equity incentive award targets for our NEOs, as a percentage of base salary, based upon a study of the long-term incentive pay practices of our peer group. The Compensation Committee makes individualized determinations of award targets based on additional factors such as each executive officer’s experience and contribution to the Company’s success and internal pay equity. In 2014, the long-term incentive program for our NEOs was comprised of 50% stock options and 50% RSUs. The Compensation Committee chose these forms of equity and weightings because it believes this mix of equity vehicles strikes the appropriate balance between rewarding increases in the market value of our common stock and incentivizing employee retention. The Compensation Committee believes that stock options motivate performance because their value is solely tied to appreciation in the Company’s stock price, aligning executive interests with stockholder value creation. The Compensation Committee believes that RSUs create an “owner” focus for our NEOs and serve as a retention tool to ensure continuity and engagement of leadership. Stock options and RSUs generally vest in equal annual installments over a period of three years from the date of grant.

In accordance with our standard practice, long-term incentive grants are discussed and approved each year during the Compensation Committee’s March meeting. In the case of new hires, long-term incentive grants are typically granted on the commencement date of employment or the date of Committee approval.

34    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

The following table details the long-term equity incentive award grants for our NEOs for the 2014 fiscal year.

The number of stock options and RSUs awarded during 2014 to each NEO was determined by dividing the aggregate grant date fair value of each award approved by the Compensation Committee at its March 2014 meeting for each NEO relative to each form of equity (50% stock options and 50% RSUs). We have elected to use the Black-Scholes option pricing model, which incorporates various assumptions, including volatility, expected term, and risk-free interest rates, to establish the per share grant date fair value of our stock options. The per unit grant date fair value of our RSUs is based on the mean of the stock’s high and low prices on the date of grant (or the following business day, if the markets are closed on the date of grant or sales are not reported on the date of grant).

Other Benefits

As a benefit to Company employees, the Company has established the CST Brands Savings Plan, which is a qualified “Safe Harbor” 401(k) retirement plan. Under the plan, subject to certain limitations, the Company offers employees matching 401(k) contributions and the opportunity to participate in the Company’s profit-sharing plan. All contributions made under the Company’s 401(k) plan, other than contributions made under the profit-sharing plan, are 100% vested at all times. Company contributions made to employees under the profit-sharing plan are at the discretion of the Company and will be 100% vested after three years of employment with the Company.

The Company has also established the CST Brands Excess Savings Plan (the “Excess Savings Plan”), which is a non-qualified deferred compensation program that provides benefits to Company employees whose annual additions to the Company’s qualified 401(k) plan are subject to regulatory limitations. All balances under the Excess Savings Plan are maintained in the books and records of the Company and earnings are credited to a participant’s accumulated savings account under the plan in an amount equal to the prime rate as quoted in the Wall Street Journal on January 1 of the then current year, plus 1%. As with our “Safe Harbor” 401(k) retirement plan, participants are 100% vested at all times in any Company contributions credited to their Excess Savings Plan accounts.

Our NEOs receive the same benefits as those generally available to other employees in the Company. Both Company subsidized and voluntary benefit programs are provided and include medical, dental, vision, life insurance and disability coverage.

CST BRANDS, INC. – Proxy Statement    35

Table of Contents

EXECUTIVE COMPENSATION

Other Compensation Policies and Practices

Stock Ownership Guidelines

We place a premium on aligning the interests of our executive officers and non-employee directors with those of our stockholders. Our stock ownership guidelines require our executive officers and non-employee directors to own stock and/or have an interest in RSUs or similar full valued equity. The guidelines establish the following target ownership levels:

Shares counted toward the guidelines include: (i) shares of stock owned individually or jointly, or in trusts controlled by the executive officer or director; (ii) restricted stock and RSUs; and (iii) shares owned in a company-sponsored retirement plan. Shares that do not count toward the guidelines include unexercised stock options and unvested or unpaid performance shares.

Stock ownership is evaluated on a quarterly basis. If a director or executive officer does not meet his or her target ownership level under these guidelines as of the quarterly evaluation, the director or officer will be required to hold 50% of any shares of the Company’s common stock received upon (i) the vesting of restricted stock and RSUs and (ii) the exercise of stock options (net of any shares utilized to pay for the exercise price and tax withholding).

As of March 31, 2015, each of the named executive officers and non-employee directors has met his or her respective target ownership level under the stock ownership guidelines.

The full text of the Company’s stock ownership and retention guidelines is included in the Company’s Corporate Governance Guidelines, which are available on the Company’s website at http://www.cstbrands.com/en-us/investors under “Corporate Governance” in the “Investor Relations” section.

Anti-Hedging Policy

As part of our Corporate Governance Guidelines our directors and executive officers are prohibited from engaging in short sales and transactions in derivatives with respect to Company securities, including hedging transactions. Our Corporate Governance Guidelines do not prohibit pledges of Company securities but require that pledges of Company securities be approved by our Chief Executive Officer (who must receive pre-approval from the Compensation Committee). Compliance with these policies is monitored by the Compensation Committee.

Clawback Policy

The Company has adopted a “clawback” policy that applies to any bonuses and other incentive compensation (whether cash or equity) awarded to the Company’s executive officers. This policy provides that in the event of a material restatement of the Company’s financial results due to material noncompliance with certain financial reporting requirements, the Board will review all such incentive compensation and if such incentive compensation would have been lower had it been calculated based on the restated results, the Board will (to the extent permitted by law and as appropriate under the circumstances) seek to recover all or a portion of such incentive compensation, subject to a three-year look back period. The SEC is expected to issue rules regarding the development and implementation of clawback policies, but has not yet done so. Once the SEC issues final rules regarding clawback policies, we intend to review and, if necessary, amend our policy to comply with such regulations.

The clawback policy operates in addition to provisions already contained in our Amended and Restated 2013 Omnibus Stock and Incentive Plan (the “2013 Omnibus Plan”) pursuant to which unvested awards will automatically lapse and be forfeited, and vested but unexercised awards will automatically lapse and be forfeited, if the recipient is terminated for cause, including acts of misconduct, embezzlement, fraud, theft or disclosure of confidential information, or is convicted of a felony involving moral turpitude.

36    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

Separation Agreements

In 2014, the Company entered into separation agreements with each of its executive officers, including its NEOs, for the purpose of retaining such executive officer’s services. The separation agreements are intended to ensure that our executives are motivated primarily by the needs of the business, rather than circumstances outside the ordinary course of business, that is, circumstances that might lead to a change in control of the Company or otherwise lead to the involuntary termination without cause of an executive’s employment. This is generally achieved by assuring our NEOs that they will receive a level of continued compensation if their employment is adversely affected in such circumstances, subject to certain conditions. We believe that these severance benefits help ensure that affected executives act in the best interests of our stockholders, even if such actions are otherwise contrary to their personal interests. Accordingly, we set the level and terms of these benefits in a way that we believe is necessary to obtain the desired results. The level of benefit and rights to benefits are determined by the type of termination event, as described below. These benefits are generally in line with current market practices and are particularly important as we do not maintain employment agreements with our NEOs.

Under the separation agreements, if an executive officer’s employment is terminated without cause or by good reason in connection with, or within 24 months after, a change in control, then such executive officer will receive certain severance payments and continued benefits. If an executive officer is terminated involuntarily, other than in connection with a change in control, then such executive officer will receive a reduced level of severance payments and continued benefits. Payments and benefits provided under the Separation Agreements are conditioned upon the executive officer releasing any claims he or she has against the Company and agreeing to certain non-competition and non-solicitation restrictions. We believe these severance payments and benefits are generally in line with current market practices. For a more complete discussion regarding the separation agreements, please see the section below entitled “Potential Payments Upon Termination or Change in Control” beginning on page 42.

Statutory and Regulatory Considerations

In designing our compensation programs, we take into account the various tax, accounting and disclosure rules associated with various forms of compensation. The Compensation Committee also reviews and considers the deductibility of executive officer compensation under section 162(m) of the Code and designs its deferred compensation programs with the intent that they comply with section 409A of the Code. The Compensation Committee generally seeks to preserve tax deductions for executive officer compensation. Nonetheless, the Compensation Committee has awarded and may in the future award compensation that is not fully tax deductible when it believes such grants are in the best interests of our stockholders.

Risk Assessment

The Company and the Compensation Committee have conducted a risk assessment of the Company’s compensation policies and practices in response to public and regulatory concerns about the link between incentive compensation and excessive risk taking by companies. The Company’s compensation policies and practices were evaluated to ensure that they do not foster risk-taking above the acceptable level of risk associated with the Company’s business. The Company and the Compensation Committee concluded that our compensation program does not motivate imprudent risk-taking. In this regard, the Compensation Committee believes that:

CST BRANDS, INC. – Proxy Statement    37

Table of Contents

EXECUTIVE COMPENSATION

Compensation Decisions for 2015

In September 2014, the Compensation Committee reviewed the appropriateness of the Company’s peer group based on analyses performed by Exequity. As a result of this review, for fiscal year 2015, Murphy USA, Inc. was added to our peer group and, due to its acquisition by Office Depot, Inc., OfficeMax, Inc. was removed from our peer group.

Before setting fiscal year 2015 total direct compensation targets for our NEOs, the Compensation Committee also reviewed Exequity’s competitive assessment of total target compensation relative to our modified peer group. In a continued effort to move salaries closer to the median of our peer group, in December 2014, the Compensation Committee approved increases to the base salaries of our NEOs. Effective as of December 22, 2014, Ms. Lubel’s base salary is $1 million, Mr. Bartys’ base salary is $455,000, and Mr. Adams’ base salary is $400,000. From December 22, 2014 to March 31, 2015, Mr. Killinger’s base salary was $610,000 and, effective as of April 1, 2015, Mr. Killinger’s base salary is $640,500. From December 22, 2014 to March 31, 2015, Mr. Motz’s base salary was $400,000, and effective as of April 1, 2015, Mr. Motz’s base salary is $430,000. In 2015, short-term incentive targets, as a percent of base salary, will remain the same for Ms. Lubel, Mr. Killinger, Mr. Bartys and Mr. Adams; long-term incentive grant value targets, as a percent of base salary, will remain the same for Ms. Lubel, Mr. Bartys and Mr. Adams; for Mr. Killinger, long-term incentive grant values target, as a percent of base salary, will increase to 220%; and Mr. Motz’s short-term incentive target and long-term incentive grant value target, as a percent of base salary, will increase to 75% and 220%, respectively. These compensation adjustments for 2015 have resulted in total direct compensation targets for our NEOs that are approximately 103% of our peer group median (i.e., 3% above the median).

At a meeting held on March 3, 2015, the Board, based on the recommendation of the Compensation Committee, approved the award targets and performance metrics for the Company’s short-term incentive program for fiscal year 2015. The Compensation Committee retained its existing award targets under the short-term incentive plan for fiscal year 2015, as a specified percentage of his or her base salary, for each of our NEOs:

The Board also set the following performance metrics to be considered for incentive awards under the short-term incentive plan for fiscal year 2015:

As determined by the Compensation Committee, each of these performance metrics has a threshold, target and maximum level for the performance year. The maximum incentive award payable to our executive officers under the short-term incentive plan for fiscal year 2015, based on the performance metrics described above, is 190% of their respective incentive award targets. In addition to the quantitative performance metrics described above, the Compensation Committee will perform a qualitative review of individual performance, pursuant to which the committee could adjust the short-term incentive award amount.

38    CST BRANDS, INC. – Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information concerning the compensation of our NEOs during the fiscal years ended December 31, 2014 and 2013.