DEF 14A of Phillips 66
Filed Apr 2, 2026 · FY20250001534701-26-000010
Phillips 66
| Director Compensation | | 46 | | Director Compensation Table | | 48 | | Proposal 2 | | | | Advisory Approval of Executive Compensation | | 49 | | Compensation Discussion and Analysis | | 50 | | Executive Summary | | 50 | | Executive Compensation Program Overview | | 53 | | Executive Compensation Program Details | | 56 | | Participants in Compensation-Setting Process | | 68 | | Additional Compensation Practices | | 71 | | Executive Compensation Tables | | 76 | | CEO Pay Ratio | | 88 | | Pay versus Performance | | 89 | | Equity Compensation Plan Information | | 93 | | Proposal 3 | | | | Ratification of the Appointment of Ernst & Young LLP | | 94 | | Ernst & Young LLP Fees | | 95 | | Audit and Finance Committee Report | | 96 | | Beneficial Ownership of Phillips 66 Securities | | 97 | | Securities Ownership of Certain Beneficial Owners | | 97 | | Securities Ownership of Officers and Directors | | 98 | | Delinquent Section 16(a) Reports | | 99 | | Additional Information | | 100 | | About the Annual Meeting | | 100 | | Virtual Meeting Information | | 105 | | General Information | | 105 | | Proxy Solicitation | | 106 | | Householding | | 106 | | Submission of Future Shareholder Proposals and Director Nominations | | 106 | | Appendix A: Non-GAAP Financial Measures | | 108 |
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| 2025 VCIP Payout In 2025, we remained focused on executing our strategic priorities while leveraging the benefits of our integrated portfolio. Overall payout of the 2025 VCIP was 134% of target, primarily due to strong safety and operational results as well as disciplined cost management driven by our continuous improvement mindset. No additional compensation above the formulaic payout was awarded to any of our executive officers. |
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| | | | | + | | | = | | | | Operational (50%) | | | | Financial (50%) | | | | | Performance Metrics | Safety & Operating Excellence | Environment | High-Performing Organization | | Adjusted VCIP Controllable Costs | Adjusted VCIP EBITDA | | Total VCIP Payout | | | | | | | | | | | | Performance Result (% of Target) | 174% | 140% | 145% | | 200% | 88% | | | | Weighted Performance Result | 43.5% | 21% | 14.5% | | 20% | 35% | | | | Weighted Payout | 79% | | | | 55% | | | 134% |
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For more details regarding the Company's performance relative to the 2025 VCIP performance metrics, see Variable Cash Incentive Program (VCIP) - 2025 Payout beginning on page 60.
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| 2023-2025 PSP Payout Our PSP awards align executive compensation with shareholder experience by linking absolute and relative performance over a three-year period. For the 2023-2025 performance period, strong returns on capital employed coupled with our competitive total shareholder return performance, drove a total payout of 160% of target. This is the result of Adjusted PSP ROCE exceeding the maximum (200%) performance level and ranking 6th in relative TSR among our 14 peers (resulting in a payout of 120% of target). |
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| | | + | | = | | | | Adjusted PSP ROCE | | Relative TSR | | | | Performance Metrics | | | | | Total 2023-2025 PSP Payout | | Performance | Above Maximum | | 6th out of 14 peers | | | | Performance Payout (% of Target) | 200% | | 120% | | | | Weighted Payout | 100% | | 60% | | 160% |
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For more details regarding the 2023-2025 PSP payout, see 2023 - 2025 Performance Share Program Payout on page 66.
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| Proxy Summary | 13 |
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| OUR STRATEGIC APPROACH TO SUSTAINABILITY |
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Sustainability is an integral part of our corporate strategy and enhances the resiliency of our portfolio. At Phillips 66, our sustainability programs are focused on the core principles of Financial Performance, Operating Excellence, Environmental Stewardship, Social Responsibility and Governance.
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| COMMUNICATING WITH STAKEHOLDERS REGARDING SUSTAINABILITY |
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Ongoing engagement with our stakeholders is a key aspect of our overall approach to sustainability. Our stakeholders include our employees, shareholders, customers, the communities where we operate, indigenous peoples, legislators, financial institutions, and energy consumers. We approach our stakeholder engagement from a position of mutual respect, by respecting human rights, demonstrating our values through our actions and being a good neighbor. We strive to conduct our operations in accordance with our Company values and policies, and consistent with the spirit of the United Nations’ Universal Declaration of Human Rights. We periodically conduct a sustainability priority assessment with internal and external stakeholders to help us identify the highest-interest issues. The results of these assessments help shape our practices, including the disclosures in our 2025 Sustainability and People Report. Beginning in 2026, we will share information about our sustainability programs, practices and performance on the Sustainability section of our website. We will also provide annual updates through our 2026 Sustainability and People Highlights Report.
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| 14 | Phillips 66 2026 Proxy Statement |
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| SPOTLIGHT ON OUR GHG EMISSIONS INTENSITY REDUCTION TARGETS(1) |
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| 30% | 15% | 50% | | Manufacturing-related emissions intensity Scope 1 and 2 from operated assets by 2030 | Products manufactured and sold emissions intensity Scope 3 from operated assets by 2030 | Manufacturing-related emissions intensity Scope 1 and 2 from operated assets by 2050 | | (1) GHG emissions intensity reduction targets are as compared to a 2019 GHG emissions intensity baseline. | | |
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Our 2030 GHG emissions intensity reduction targets are based on projects underway or in development, which are consistent with our disciplined approach to capital allocation and focus on returns. Meeting our 2050 target will require changes beyond our sphere of influence and control, such as advancements enabling broader commercialization of lower-carbon technologies, global policies to fund and incentivize lower-carbon energy systems, changes in consumer behavior and available materials throughout the supply chain. We revisit our targets as technologies, policies and energy needs evolve.
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| In 2025, we reported a 15% reduction in Scope 1 & 2 GHG emissions intensity and an 8% reduction in Scope 3 emissions intensity from 2019 levels.(2) Data regarding our 2025 GHG emissions intensity performance will be available in our 2026 Sustainability and People Highlights report. |
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(2)For details on GHG emissions methodologies and reporting basis, see the 2025 Sustainability and People Report.
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| Proxy Summary | 15 |
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| FORWARD-LOOKING STATEMENTS, WEBSITE REFERENCES AND LINKS |
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This Proxy Statement includes forward-looking statements within the meaning of the federal securities laws relating to Phillips 66’s operations, strategy and performance. All statements other than statements of historical or current facts made in this Proxy Statement are forward-looking, including statements regarding our sustainability plans and goals and statements about our future financial performance and business. Words such as “anticipated,” “committed,” “estimated,” “expected,” “planned,” “scheduled,” “targeted,” “believe,” “continue,” “intend,” “will,” “would,” “objective,” “goal,” “project,” “efforts,” “priorities,” “strategies” and similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements included in this Proxy Statement are based on management’s expectations, estimates and projections as of the date they are made. These statements are not guarantees of future events or performance, and they should not be unduly relied upon as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). In addition, our sustainability goals are aspirational and may change. The inclusion of sustainability-related statements, including forward-looking statements related to sustainability, in this Proxy Statement is not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. We undertake no duty to update any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law. References in this Proxy Statement to materials available on our website, including website links, are for informational purposes only. The information available on our website or accessible through any website links included herein is not a part of, nor incorporated by reference into, this Proxy Statement.
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| 16 | Phillips 66 2026 Proxy Statement |
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| PROPOSAL 1 | Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting The Board recommends that you vote “FOR” the election of the four Class II director nominees |
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| DIRECTOR NOMINEES |
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Our Board is currently composed of 16 members. Upon the retirements of Glenn F. Tilton and Marna C. Whittington from the Board as of the election of directors at the Annual Meeting, the size of the Board will be reduced to 14 directors. In accordance with our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), as currently in effect, the Board is divided into three classes of directors. The Board has nominated Gregory J. Hayes, Charles M. Holley, Denise R. Singleton and Howard I. Ungerleider to stand for election as Class II directors for a three-year term that expires at the annual meeting of shareholders to be held in 2029 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal. Mr. Hayes, Mr. Holley, and Ms. Singleton were last elected by shareholders at our 2023 Annual Meeting of Shareholders. Mr. Ungerleider, who was appointed to the Board in March 2026, was originally identified as a director candidate by the N&GC, with support from a leading third-party search firm, in connection with our 2025 Annual Meeting and has been recommended to the Board by the N&GC as a director nominee. All nominees are currently serving as directors.
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| MAJORITY VOTE STANDARD & DIRECTOR RESIGNATION POLICY |
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Each nominee requires the affirmative vote of a majority of the votes cast in person or by proxy at the meeting. Each director nominee has consented to serving as a director if elected and the Board expects that the four nominees will be available to serve as directors. However, if a nominee is unavailable for election, proxy holders may vote for another nominee proposed by the Board or the Board may reduce the number of directors to be elected at the Annual Meeting. No family relationship exists among any of our directors, director nominees or executive officers. There is no arrangement between any director or director nominee and any other person pursuant to which he or she was, or is to be, selected as a director or director nominee. If an incumbent director fails to be re-elected by a majority of votes cast in an uncontested election, the director is required under our by-laws to promptly tender an offer of resignation to the Board. The N&GC will then make a recommendation to the Board about whether to accept or reject the tendered resignation or take other action. The Board will act on the tendered resignation offer taking into account the N&GC’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified. The director who tenders his or her offer of resignation will not participate in the recommendation of the N&GC or the decision of the Board.
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| DIRECTOR EXPERIENCE, QUALIFICATIONS AND KEY SKILLS |
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Biographical information about each of the director nominees recommended by the Board and continuing directors is set forth on the following pages. A matrix that provides a holistic overview of director demographics and key skills follows the director biographies on page 32.
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| | C-Suite | | Accounting/ Financial Reporting | | Risk Management | | International/ Global Business | | | Environmental | | Industry | | Information Technology | | Business Transformation | | | Investment Banking/Finance | | Public Policy & Government Affairs | | | | |
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| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 17 |
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| CLASS II NOMINEES RECOMMENDED BY THE BOARD STANDING FOR ELECTION |
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| Gregory J. Hayes |
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| Former Executive Chairman of RTX Corporation Independent: Yes Age: 65 Director since: 2022 Committees: HRCC N&GC (Chair) PPSC Executive Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •As the Chief Executive Officer of RTX, Mr. Hayes was responsible for leading a renowned aerospace and defense company of 185,000 employees and $69 billion in annual revenue, providing our Board with valuable executive experience as well as knowledge of large and complex businesses undergoing transformative initiatives •From his long tenure at United Technologies Corporation and predecessor organizations, Mr. Hayes has developed significant expertise in leading and overseeing businesses operating in highly technical industries •Due to the nature of these roles at global aerospace and defense and related companies, Mr. Hayes has gained expertise in a wide range of government, regulatory, and public policy matters •Mr. Hayes has held senior leadership roles across finance, corporate strategy and business development, and has substantial experience in strategic planning, M&A, global operations, and risk management, which are critical to effective execution of Phillips 66’s strategic priorities •His track record of successfully managing complex businesses and talent development allows him to contribute to the Board’s oversight of human capital and management succession planning initiatives •He has developed valuable knowledge of best practices in corporate governance through his current and prior service on other major public company boards, and a deep understanding of cyclical, commodities-focused industries through his former service on the board of Nucor Corporation, the largest steel producer in the U.S. | | | Career Highlights: RTX Corporation (formerly Raytheon Technologies Corporation), the world’s largest aerospace and defense company •Special Advisor (April 2025 to January 2026) •Executive Chairman (May 2024 to April 2025) •Chairman and Chief Executive Officer (2021 to May 2024) •President, Chief Executive Officer and Director (2020 to 2021) United Technologies Corporation, an American multinational conglomerate specializing in high technology products •Former Chairman and Chief Executive Officer (2016 to 2020) Other Current Public Company Directorships: •Becton, Dickinson and Company Prior Public Company Directorships (within past five years): •RTX Corporation (2014 to April 2025) |
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| 18 | Phillips 66 2026 Proxy Statement |
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| Charles M. Holley |
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| Former Executive Vice President and Chief Financial Officer of Walmart Inc. Independent: Yes Age: 69 Director since: 2019 Committees: A&FC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •As Executive Vice President and Chief Financial Officer of Walmart, one of the largest U.S. corporations, Mr. Holley gained senior leadership experience and led Walmart’s finance, risk management, strategic planning and capital markets efforts, which has been crucial to his role in oversight of Phillips 66’s strategic investments and risk management processes •In addition, he took an active role in Walmart's government relations and information technology teams while Chief Financial Officer, allowing him to contribute knowledge in those key oversight fields to the Board •He previously served in various accounting and finance roles at Walmart as well as Walmart International, where he helped lead Walmart’s expansion into international markets through a combination of greenfield investments, joint ventures and acquisitions, which enhances his knowledge and oversight capabilities of Phillips 66’s international operations and strategic initiatives and aids Phillips 66 in its ongoing transformation efforts •Mr. Holley's extensive background in accounting and financial planning is further strengthened by his tenure at E&Y, his three years serving as Independent Senior Advisor at Deloitte LLP, and his service as the chair of the audit committees of Amgen and Carrier Global, all of which are particularly valuable to our A&FC, and qualify Mr. Holley as an "Audit Committee Financial Expert" •In his role at Deloitte, he worked on the Global Chief Financial Officer program where he helped develop and mentor large-cap company Chief Financial officer's and their staff, providing him with significant experience in human capital and management oversight as well as management succession planning processes •Mr. Holley's service as a public company board member provides our Board with greater insight into corporate governance best practices at other companies within technical, highly regulated industries | | | Career Highlights: Deloitte LLP, an industry leading audit, consulting, and tax advisory firm •Independent Senior Advisor, Chief Financial Officer Program (2016 to 2019) Walmart Inc., one of the world's largest multi-national retail corporations •Executive Vice President and Chief Financial Officer (2010 to 2015) Other Current Public Company Directorships: •Amgen Inc. •Carrier Global Corporation |
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| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 19 |
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| Denise R. Singleton |
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| Chief Legal Officer and Corporate Secretary of Amrize Ltd Independent: Yes Age: 63 Director since: 2021 Committees: HRCC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Ms. Singleton’s work in her current role as the Chief Legal Officer of Amrize, in addition to her prior service in General Counsel positions at WestRock Company ("WestRock"), IDEX Corporation, and SunCoke Energy, Inc., provides valuable legal, corporate governance, risk management, compliance, safety and environmental expertise, specifically within other highly technical industries, to the Board •Ms. Singleton has a strong track record of developing and executing transactional and capital market strategies at both the enterprise and portfolio level of global businesses, including capital raising, conducting IPOs, M&A, spinoffs, asset recapitalizations, restructurings, asset divestitures, and rationalizations of footprint, which has been critical to the successful development and execution of Phillips 66’s strategic priorities •In her prior role at WestRock, Ms. Singleton spearheaded efforts related to technological innovation and automation for contract management and standardization, allowing for learnings that have contributed to oversight of Phillips 66’s own transformational initiatives •During her time at WestRock, Ms. Singleton was an active participant in WestRock's shareholder engagement efforts and oversaw the company’s strategies related to labor, collective bargaining, and government affairs •Ms. Singleton brings significant cybersecurity experience to the Board following her oversight of the information security and cybersecurity functions at IDEX Corporation, and her previous role as a member of the Cyber Emergency Response Team at WestRock •Ms. Singleton serves on the Board of Directors of 50/50 Women on BoardsTM and has been publicly recognized for her impact on boardroom practices and performance by publications such as Directors & Boards magazine, WomenInc. magazine, Savoy magazine and by the NACD, which selected her to the 2023 NACD Directorship 100TM | | | Career Highlights: Amrize Ltd, North America's leading building solutions company from foundation to rooftop •Chief Legal Officer and Corporate Secretary (since September 2024) WestRock Company, a leader in sustainable, fiber-based packaging solutions •Executive Vice President, General Counsel and Secretary (2022 to August 2024) IDEX Corporation, a designer and manufacturer of specialty engineered products including fluidics and optics systems •Senior Vice President, General Counsel and Corporate Secretary (2015 to 2022) SunCoke Energy, the largest independent producer of high-quality coke in the Americas •Senior Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer (2011 to 2015) Prior Public Company Directorships (within past five years): •Teledyne Technologies Incorporated (2019 to January 2026) |
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| 20 | Phillips 66 2026 Proxy Statement |
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| Howard I. Ungerleider |
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| Operating Advisor at Clayton, Dubilier & Rice LLC Independent: Yes Age: 57 Director since: 2026 Committees: A&FC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Mr. Ungerleider brings over 35 years of global chemicals experience to the Board from senior leadership positions with Dow Inc. and The Dow Chemical Company, and possesses a deep understanding of the complexities and dynamics of the global chemical industry and broader energy landscape •As President and Chief Financial Officer of Dow Inc., Mr. Ungerleider played a critical role in setting corporate strategy, driving business and financial performance, and leading high-level decision-making in a complex global organization •His business leadership experience includes 20 years of managing global businesses with direct financial responsibilities as well as ten years of executive functional leadership experience across Sales, Marketing, IT, Supply Chain, Public and Government Affairs, Investor Relations and Finance, which will enhance the Board's oversight of the Company's corporate functions •He is an experienced risk manager having developed and implemented Dow Inc.'s enterprise risk management ("ERM") program and reported to Dow Inc.'s Board regarding ERM, including environmental and safety risks •He has cultivated significant experience in financial reporting, investor relations and capital markets from his roles as Chief Financial Officer of Dow Inc. and The Dow Chemical Company and from his service on the audit committees of other public companies; these experiences are valuable for our A&FC and qualify Mr. Ungerleider as an "Audit Committee Financial Expert" •He has extensive M&A and strategic transformation experience, including as a result of his heavy involvement in Dow Inc.'s merge-and-spin of DowDuPont, creating separate companies which now have a combined market capitalization of over $100 billion, demonstrating his ability to oversee the creation of significant shareholder value •As a seasoned public company board member, Mr. Ungerleider brings a strong knowledge of corporate governance and responsibility to the Board | | | Career Highlights: Clayton, Dubilier & Rice LLC, an American private equity company •Operating Advisor (since January 2024) Dow Inc., a holding company for The Dow Chemical Company and its consolidated subsidiaries •President and Chief Financial Officer (2018 to 2023) The Dow Chemical Company (formerly DowDuPont), a multinational chemical corporation •Chief Financial Officer (2017 to 2019) •Vice Chairman, Executive Vice President and Chief Financial Officer (2014 to 2017) Other Current Public Company Directorships: •Air Products and Chemicals, Inc. •American Airlines Group Inc. •Kyndryl Holdings, Inc. |
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| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 21 |
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| CONTINUING DIRECTORS |
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| Julie L. Bushman |
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| Former Executive Vice President of International Operations of 3M Independent: Yes Age: 65 Director since: 2020 Committees: HRCC (Chair) N&GC PPSC Executive Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Ms. Bushman retired in 2020 after a 36-year career at 3M that included significant operations, management, and global business responsibilities •Throughout her career, she has been deeply involved in leading efforts focused on continuous improvement and business transformation within her areas of responsibility; her experience in leading global businesses included technology/new product development and commercialization •In her most recent role at 3M, she was responsible for managing operations in 70 countries, driving growth of 3M's diverse portfolio into a broad array of industries, which has been valuable in her oversight of Phillips 66’s integrated network of businesses •Ms. Bushman's experience overseeing 3M’s business transformation initiative included the deployment of a global ERP system and establishment of multiple global business centers to standardize and simplify the company's processes, which has positively contributed to Ms. Bushman's oversight of Phillips 66's own efforts in progressing its continuous improvement initiatives •Throughout Ms. Bushman's career, she has been deeply involved in human capital management and leadership development and planning initiatives and has been an active participant in employee engagement during her time on the Board •Ms. Bushman contributes to the Board’s active oversight of IT and cybersecurity matters, topics of increasing interest to our shareholders, from her substantial digital, software, and CIO leadership roles •She brings to the Board an informed, global perspective of corporate governance issues from her current and former service on other public company boards •Ms. Bushman's current service on the audit committees of other highly technical global organizations and experience at 3M has been particularly impactful in overseeing Phillips 66 from an accounting, finance, and risk management perspective | | | Career Highlights: 3M, a diversified technology company with operations in industrials and worker safety, among others •Executive Vice President of International Operations (2017 to 2020) •Senior Vice President of Business Transformation and Information Technology (2013 to 2017) •Previously held roles of increasing responsibility, including Executive Vice President of Safety and Graphics; Executive Vice President of Safety, Security and Protection Services; Division Vice President of Occupational Health and Environmental Safety; and Chief Information Officer Other Current Public Company Directorships: •Adient plc •Bio-Techne Corporation |
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| 22 | Phillips 66 2026 Proxy Statement |
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| Sigmund L. Cornelius |
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| Former President of Freeport LNG Development L.P. Independent: Yes Age: 71 Director since: 2025 Committees: A&FC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Mr. Cornelius brings over 45 years of leadership experience in the energy industry to the Board, and most recently served as the President of Freeport LNG Development L.P., one of the largest exporters of liquified natural gas •Having spent three decades at ConocoPhillips prior to the spinoff of Phillips 66, Mr. Cornelius has a unique perspective of our operations in addition to experience with strategic planning and environmental and safety risk management •While at ConocoPhillips, Mr. Cornelius lead the company's global gas organization and held a number of international positions where he oversaw global operations related to ConocoPhillips' upstream and midstream businesses •Mr. Cornelius served as Senior Vice President and Chief Financial Officer of ConocoPhillips and has developed a deep understanding of accounting and financial reporting processes as well as public company internal audit and treasury practices, all of which provide value to discussions with the A&FC and qualify Mr. Cornelius as an "Audit Committee Financial Expert" •Mr. Cornelius was a part of the Risk Management Committee at Freeport LNG Development L.P., where he engaged in risk management processes and procedures and interacted with the company's external advisors •Throughout his career, Mr. Cornelius has been directly involved in a number of corporate restructuring, M&A, and capital markets transactions •Mr. Cornelius is currently the chair of the finance and audit committee for Parex Resources and has previously served on a number of public and private company boards, including Western Refining, Inc., Adeavor Logistics LP, DCP, CPChem and the Electric Reliability Counsel of Texas, Inc., among others, giving him a deep understanding of the corporate governance and risk management issues facing companies like Phillips 66 | | | Career Highlights: Freeport LNG Development L.P., a Liquified Natural Gas exporting company •President (2014 to 2023) ConocoPhillips (formerly Conoco Inc.), a global energy company •Held various senior leadership positions, retiring as Senior Vice President and Chief Financial Officer (1980 to 2010) Other Current Public Company Directorships: •Parex Resources Inc. |
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| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 23 |
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| Lisa A. Davis |
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| Former Member of Managing Board of Siemens AG and Chief Executive Officer for Siemens Gas and Power Independent: Yes Age: 62 Director since: 2020 Committees: A&FC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Ms. Davis brings deep expertise in operations, international business, public policy and government affairs, and risk management developed in her 30 years of experience in the energy industry through roles at Exxon, Texaco, and Royal Dutch Shell •She has held significant operational and leadership positions encompassing many facets of the energy industry, including upstream production, project development, refining, safety and environmental performance, marketing and sales, and downstream strategy, among others •While serving as a Managing Board Member of Siemens AG and CEO of Siemens Gas and Power, Ms. Davis was responsible for Siemens' global energy business, which included supporting operations in 80 countries •Her experience spans all of Phillips 66’s businesses and assets, including Midstream, Chemicals, Refining, and Marketing and Specialties, providing the Board with critical insight into the Company's financial reporting and investment-related decisions from a holistic perspective •As an experienced director, she brings relevant outside perspectives on corporate governance issues to the Phillips 66 Board to guide our governance and oversight practices to continually evolve and remain at the forefront of our industry •Her previous experience serving on the board of C3.ai, Inc. contributes to discussions in A&FC meetings of how Phillips 66 can best navigate risks and leverage emerging technologies to generate meaningful operational efficiencies | | | Career Highlights: Siemens AG, a multinational organization with one of the largest industrial manufacturing operations globally •Managing Board Member of Siemens AG and Chief Executive Officer for Siemens Gas and Power, which included Power Generation, Power Services, Oil and Gas, Transmission and New Fuels (2014 to 2020) •Chair of Siemens Corporation USA (2014 to 2020) Royal Dutch Shell, a global group of energy and petrochemical companies •Executive Vice President of Downstream Strategy, Portfolio and Alternate Energy (2012 to 2014) •Previously held various Vice President roles overseeing Refining Operations, Supply Optimization, and Lubricants and Bulk Fuels Sales and Marketing (2000 to 2012) Other Current Public Company Directorships: •Penske Automotive Group Prior Public Company Directorships (within past five years): •Kosmos Energy Ltd. (2019 to 2022) •C3.ai, Inc. (2021 to 2025) •Air Products and Chemicals, Inc. (2020 to 2026) |
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| 24 | Phillips 66 2026 Proxy Statement |
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| A. Nigel Hearne |
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| Chief Operating Officer of Harbour Energy Independent: Yes Age: 58 Director since: 2025 Committees: HRCC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Mr. Hearne possesses refinery operations expertise gained from over 35 years in various downstream and refining roles at Chevron •While at Chevron, he was instrumental in establishing a new Oil, Products and Gas business which combined the traditional upstream, downstream and midstream business segments into one global, integrated organization, improving operational efficiencies and collaboration to enhance returns across Chevron's value chain •As Chevron's Executive Vice President, Oil, Products & Gas, he managed upstream and downstream assets covering approximately 3.3 MMBD of oil and gas production, 1.8 MMBD of refining capacity, $15 billion of capital expenditures, $20 billion of operating expenses and 28,000 employees, and was responsible for ensuring safety and environmental compliance and optimizing operational performance, all of which contribute to his extensive energy industry operational experience •While serving as President of Chevron EurAsia Pacific, he gained valuable M&A experience with his contributions to Chevron's acquisition of Noble Energy, which bolstered the company's international strategy and spearheaded growth •He will bring valuable operational safety experience to the Board, gained through his time leading the enterprise operational excellence effort that improved Chevron's safety performance in 2023 •Having held management roles covering Europe, Asia, Australia and the United States, he has cultivated a global outlook on the oil and gas industry that will be valuable to the Board's ongoing review of the Company's strategy and future opportunities in a dynamic energy market | | | Career Highlights: Harbour Energy plc, a diversified oil and gas company •Chief Operating Officer (since March 2025) Chevron Corporation, an integrated energy and chemicals corporation •Executive Vice President, Oil, Products & Gas (2022 to February 2025) •President, Chevron Eurasia Pacific Exploration & Production (2020 to 2022) •President, Chevron Asia Pacific Exploration & Production (2019 to 2020) |
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| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 25 |
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| Michael A. Heim |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Senior Operating Partner at Stonepeak Partners, LP Independent: Yes Age: 77 Director since: 2025 Committees: A&FC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Mr. Heim brings extensive energy industry and midstream experience to the Board, including over 16 years in various roles at Targa Resources Corp., which he also co-founded •In Mr. Heim's current role as a Senior Operating Partner at Stonepeak Partners, LP, he supports investments in the energy industry and provides guidance on operations for a number of Stonepeak's portfolio companies •While at Targa, Mr. Heim helped manage the company's global businesses, including its LPG export and marketing functions •Mr. Heim has been part of a number of high profile M&A transactions, including Targa's $2.35 billion acquisition of Dynegy Inc.'s midstream natural gas business in 2005 •Mr. Heim has previously served as chairman of the Texas Pipeline Association on two occasions and as president of the Gas Processors Association giving him first-hand experience in lobbying, public policy and government affairs matters •From his experiences as a director of numerous public and private companies, and as a senior officer at Targa, Mr. Heim has developed expertise in overseeing corporate governance, risk management, financial reporting, government affairs and safety practices | | | Career Highlights: Stonepeak Partners, LP, an American Investment Firm •Senior Operating Partner (since 2019) Targa Resources Corp., a midstream services company •Director and Vice Chairman (2015 to 2019) •President and Chief Operating Officer (2012 to 2015) Prior Public Company Directorships (within past five years): •Evolve Transition Infrastructure LP (2022 to present; Evolve Transition Infrastructure LP was listed on the NYSE American until February 2024) |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| 26 | Phillips 66 2026 Proxy Statement |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Mark E. Lashier |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Chairman and Chief Executive Officer of Phillips 66 Independent: No Age: 64 Director since: 2022 Committees: PPSC Executive (Chair) Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •As our current Chairman and Chief Executive Officer, Mr. Lashier brings extensive knowledge of Phillips 66’s businesses and the broader industry to the Board •Throughout his more than 30-year career within our organization and our joint venture, CPChem, Mr. Lashier has developed substantial executive leadership, financial reporting, strategic planning, risk management, and environmental and safety experience •He brings a deep understanding of our Chemicals business through his prior positions of increasing responsibility at CPChem, including as President and CEO •He has developed significant expertise in overseeing long-term capital-intensive project development from his efforts leading the team responsible for securing financing for major capital projects at CPChem •Additionally, through his work executing on major capital projects at CPChem, he gained critical experience in managing complex business transformation efforts requiring active relationship management across multiple stakeholders including internal subject matter experts, sponsors, and financiers •Through his international leadership assignments he has developed a deep knowledge of international business and public policy matters in regions that are important to our industry, including the Middle East and Asia | | | Career Highlights: Phillips 66 •Chairman and Chief Executive Officer (since May 2024) •President and Chief Executive Officer (2022 to May 2024) •President and Chief Operating Officer (2021 to 2022) Chevron Phillips Chemical Company LLC, a petrochemical company jointly owned by Phillips 66 and Chevron •President and Chief Executive Officer (2017 to 2021) •Previously held roles of increasing responsibility, including Executive Vice President of Olefins and Polyolefins; Senior Vice President of Specialties, Aromatics and Styrenics; Vice President of Corporate Planning and Development; Project Director for Saudi Arabia; and Regional Manager in Asia Other Current Public Company Directorships: •Motorola Solutions, Inc. |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 27 |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Kevin O. Meyers |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Former Senior Vice President, Exploration and Production, Americas at ConocoPhillips Independent: Yes Age: 72 Director since: 2026 Committees: A&FC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •With approximately 45 years of energy industry experience ranging from executive leadership roles at companies such as ConocoPhillips, to engineering roles at Atlantic Richfield Company, to director positions at a number of public companies, including his current role at Precision Drilling Corporation and previous service on the boards of Hess Corporation ("Hess") and Denbury Inc. ("Denbury"), Dr. Meyers has become a well-respected figure in the energy industry and brings extensive first-hand knowledge to the boardroom •As an executive officer at ConocoPhillips, Dr. Meyers managed various aspects of the company's operations and safety practices; he further demonstrated his understanding of energy industry safety practices during his time as the Chair of Hess's Environmental, Health and Safety Committee •Dr. Meyers also has experience with global operations within the energy industry, having previously served as President of ConocoPhillips' Canada and Russian businesses and as Special Advisor to the Chief Operating Officer of BG Group plc •While serving as President of ConocoPhillips Russia and Caspian Region, Dr. Meyers was also the lead resident executive of the strategic alliance between ConocoPhillips and LUKOIL, giving him a unique perspective into international relations within the energy industry •As a director, Dr. Meyers has overseen a number of transformative business transactions, including Hess's $55 billion acquisition by Chevron and Denbury's $4.9 billion acquisition by ExxonMobil •Dr. Meyers holds a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology, giving him a technical background that provides value to the Board | | | Career Highlights: BG Group plc, a U.K. based energy company •Special Advisor to the Chief Operating Officer (2012 to 2014) ConocoPhillips, a global energy company •Held various senior leadership positions, retiring as Senior Vice President, Exploration and Production, Americas (2000 to 2010) Other Current Public Company Directorships: •Precision Drilling Corporation Prior Public Company Directorships (within past five years): •Hess Corporation (2013 to 2025) •Denbury Inc. (2020 to 2023) |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| 28 | Phillips 66 2026 Proxy Statement |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Robert W. Pease |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Former Executive Vice President of Corporate Strategy & President of Downstream at Cenovus Energy Independent: Yes Age: 67 Director since: 2024 Committees: A&FC N&GC PPSC (Chair) Executive Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Mr. Pease brings to the Board over 40 years of global industry expertise, along with considerable familiarity with Phillips 66’s businesses and assets from his time at Cenovus Energy, a partner in the former Wood River and Borger refinery joint venture •He has significant refinery operations experience, along with a deep understanding of U.S. and global commodity markets following significant roles in trading, risk management, regulatory compliance, and commercial marketing during his time at Shell plc and Cenovus Energy •In his prior roles, Mr. Pease was involved in optimizing refining assets and developing strategic decision modeling tools, which enhance the Board’s ability to oversee execution across Phillips 66’s strategic priorities •He has a strong track record of success in executing on complex business transformation efforts, including while serving as Chief Executive Officer of Motiva Enterprises LLC ("Motiva"), where he oversaw completion and integration of a major refinery expansion project and developed and implemented a rapid distribution and marketing growth strategy, increasing Motiva's branded, commercial and biofuels presence and generating increased profitability, and at Cenovus, where he led the early transformation of a Canadian upstream-focused oil and gas producer into a large, fully integrated oil company •His leadership roles have included oversight of critical financial reporting-related responsibilities, including engagement of external auditors and credit rating agencies that are valuable to Phillips 66 and our A&FC •Mr. Pease’s prior involvement in public policy and government affairs, both in an operational capacity interacting with regulators and as a member of the Board of Governors of the Canadian Association of Petroleum Producers and a Board member of the American Fuels & Petrochemicals Manufacturers, brings connectivity to emerging opportunities and risks facing our businesses •He has been an advocate for talent development and employee-related initiatives throughout his career and has held active roles within Catalyst, a leading global non-profit for the advancement of women in business, and was a member of the Executive Committee of the United Way of Greater Houston, providing alignment with Phillips 66’s mission to provide energy and improve lives while living our values | | | Career Highlights: Cenovus Energy, a Canadian oil and natural gas company •Director of U.S. Operations (2017 to 2018) •President, Downstream, U.S. Operations (September 2017 to December 2017) •Executive Vice President of Corporate Strategy & President of Downstream (2015 to 2017) •Executive Vice President of Markets, Products & Transportation (2014 to 2015) Motiva Enterprises LLC, a downstream and midstream oil refining company •Chief Executive Officer and President (2008 to 2014) Shell plc, a multinational oil and gas company •President, Shell Trading (U.S.) Co. (2004 to 2008) •Vice President of Trading and Shipping Operations (2004 to 2008) |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 29 |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Grace Puma |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Former Executive Vice President, Chief Operations Officer of PepsiCo, Inc. Independent: Yes Age: 63 Director since: 2024 Committees: HRCC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Ms. Puma’s experience in operations and procurement at major multinational companies, including PepsiCo, Inc. ("PepsiCo") and United Airlines Holdings, Inc., contributes expertise in global operations and enterprise risk management to the Board •Across her career, she has overseen due diligence processes for mergers and acquisitions, as well as business reviews to manage and evaluate the outcomes of strategic transactions •In her prior role at PepsiCo, she was responsible for managing firm-wide costs and expenses and was involved in overseeing the broader enterprise business plan •Additionally, while at PepsiCo, Ms. Puma had direct oversight of the company’s global security and employee safety strategies and performance •Ms. Puma was a member of the executive steering team at PepsiCo, Inc. that evaluated ESG strategies related to a range of issues including plastics recycling, and renewable energy use at operations facilities •Her public company board service at Target Corporation and Organon & Co. includes oversight for capital investments and executive succession planning, among other areas, and through these appointments she has developed deep corporate governance experience •Ms. Puma also brings unique insights and perspectives on talent management and leadership development, and in 2024 co-authored a book, Career Forward, to share insights into long-term professional development for ambitious female leaders | | | Career Highlights: PepsiCo, Inc., a multinational food, snack, and beverage corporation •Executive Vice President and Chief Operations Officer (2017 to 2022) •Senior Vice President and Chief Supply Officer (2015 to 2017) •Senior Vice President and Chief Procurement Officer (2010 to 2015) United Airlines Holdings, Inc., a publicly traded airline holding company •Senior Vice President and Chief Procurement Officer (2007 to 2010) Other Current Public Company Directorships: •Target Corporation •Organon & Co. (Ms. Puma will not be standing for re-election at the Organon & Co. 2026 Annual Meeting of Stockholders) |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| 30 | Phillips 66 2026 Proxy Statement |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Douglas T. Terreson |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Former Head of Global Energy at Evercore ISI Independent: Yes Age: 64 Director since: 2021 Committees: A&FC PPSC Key Skills: | | | | Selected Skills and Experience Supporting Oversight of Phillips 66: •Mr. Terreson is a leading industry expert whose career has spanned a rare combination of operations, buy-side and sell-side roles •His depth of research into energy company capital management models and incentive compensation systems, which catalyzed significant shareholder value creation within the industry, has informed Phillips 66’s development of and progress toward achieving its strategic priorities •He formerly served as Head of Global Energy at Evercore ISI, where he covered the Integrated Oil, Exploration and Production and Refining and Marketing sectors •During his tenure at Morgan Stanley, the firm advised on some of the largest mergers in the industry, including BP and Amoco, Chevron and Texaco, and Conoco and Phillips, providing the Board unparalleled global investment and transactional expertise •Also during his time at Morgan Stanley, he served as lead analyst on some of the largest energy IPOs ever in North America (Conoco), Europe (Statoil), and Asia (Sinopec) •During his career, he was named the #1 or #2 Integrated Oil analyst in the Institutional Investor poll a record twenty times •Earlier in his career, Mr. Terreson managed Putnam Investments’ energy mutual fund, which enables him to bring a differentiated investor perspective to the Board •Before entering the investment industry, he gained valuable industry operating and risk management experience as an engineer with Schlumberger NV on the U.S. Gulf Coast •In 2024, Mr. Terreson authored a book, Can't Deny It, in which he offers perspectives based on his valuable experience in the energy industry | | | Career Highlights: Evercore ISI, a premier global independent investment bank •Head of Global Energy (2009 to 2021) Morgan Stanley, a multinational investment bank and financial services firm •Head of Global Energy Group (1993 to 2008) Putnam Investments, a global money management firm •Principal, Portfolio Manager for Global Energy Fund (1991 to 1993) Schlumberger NV, an oilfield services company •Engineer (1984 to 1987) |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Proposal 1: Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 31 |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| DIRECTOR DEMOGRAPHICS, SKILLS AND EXPERIENCES MATRIX(1) |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| | | | | | | | | | | | | | | | | CORE COMPETENCIES | | | | | | | | | | | | | | | | Other Current Public Company Boards: service on other boards enhances oversight capabilities by broadening knowledge, experience and perspectives on critical governance matters | 2 | 1 | 1 | 1 | 0 | 0 | 2 | 1 | 1 | 0 | 2 | 0 | 0 | 3 | | C-Suite: experience in top leadership roles provides valuable insights and practical understanding of public companies, and the methods to drive change and growth within our organization | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | ü | | Accounting/Financial Reporting: provides knowledge necessary to evaluate company performance and effectively oversee financial reporting across our organization | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | Risk Management: experience in mitigating and managing risks allows for effective oversight of our enterprise risk management program | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | SKILLS ALIGNED WITH PHILLIPS 66’s STRATEGY | | | | | | | | | | | | | | | | International/Global Business: allows for strong understanding of the challenges facing a global organization | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | Environmental & Safety: experience overseeing environmental and safety risks and management of natural capital in alignment with our mission to provide energy and improve lives | | ü | ü | | ü | ü | | ü | ü | ü | ü | ü | | ü | | Industry: significant leadership or operational experience provides perspective on issues specific to our industry, business, operations, strategy and market dynamics | | | | | | | | | | | | | | | | Energy (Non-Sector Specific) | | ü | ü | | ü | ü | | ü | ü | ü | | | ü | ü | | Refining | | ü | ü | | ü | | | ü | | ü | | | | | | Chemicals | | ü | | | | | | ü | | | | | | ü | | Midstream | | ü | | | ü | ü | | ü | ü | ü | | | | | | Information Technology: brings an understanding of data management, technology, and oversight of cybersecurity critical to the complex and dynamic environment in which our Company operates | ü | | | ü | | | ü | | | | | ü | | ü | | Business Transformation: experience developing and implementing strategy and growth initiatives supports the optimization of our cost and organizational structures to enhance the resilience of our business | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | ü | ü | ü | | Investment Banking/Finance: experience in financial management, M&A and other project financing, and investment strategies provides effective oversight of our capital structure and finance-related strategies | ü | ü | ü | ü | | ü | ü | ü | ü | | ü | ü | ü | ü | | Public Policy & Government Affairs: expertise in government, legal, regulatory, and public policy matters allows for effective oversight of the complex regulatory and political issues germane to our industry | | ü | ü | ü | ü | ü | ü | ü | ü | ü | | ü | | ü | | DEMOGRAPHICS | | | | | | | | | | | | | | | | Age | 65 | 71 | 62 | 65 | 58 | 77 | 69 | 64 | 72 | 67 | 63 | 63 | 64 | 57 | | Gender | F | M | F | M | M | M | M | M | M | M | F | F | M | M | | Racial/ethnic diversity | | | | | | | | | | | ü | ü | | | | Tenure: diversity of tenure provides a balance of new ideas and experience with Phillips 66's business and operations | 6 | 1 | 6 | 4 | 1 | 1 | 7 | 4 | 0 | 2 | 2 | 5 | 5 | 0 | | Independence: a substantial majority of independent directors promotes effective corporate governance and representation of our shareholders' interests | ü | ü | ü | ü | ü | ü | ü | | ü | ü | ü | ü | ü | ü |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
(1)Reflects the skills of the Board's continuing directors and the director nominees standing for election at the Annual Meeting. Mr. Tilton and Dr. Whittington have been excluded from the matrix as they are not standing for re-election and will retire from the Board as of the election of directors at the Annual Meeting.
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| 32 | Phillips 66 2026 Proxy Statement |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Corporate Governance |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| BOARD COMPOSITION GOVERNANCE |
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
The Board is committed to maintaining a well-balanced mix of tenure, turnover, diversity, skills and experience among its members. Currently, our average director tenure is approximately 4 years, which reflects a healthy balance of tenures. The average age of our directors is approximately 67. When identifying potential new director candidates, the Board seeks to consider a diverse pool of qualified candidates. The Board views diversity in terms of identities, perspectives, personal and professional experiences and backgrounds and assesses its effectiveness in this regard as part of the annual Board assessment. The Board also regularly reassesses the skills and experiences it seeks in new members, taking into account any gaps that may arise as a result of director retirements, as well as Company's changing strategic priorities and any new opportunities or risks that may emerge over time.
2025 PERFORMANCE-BASED COMPENSATION OUTCOMES
| Commitment to Board Diversity The Board has committed to actively seeking candidates with diverse personal and professional backgrounds, perspectives, viewpoints, skills and experiences as part of the search process for new directors, and has incorporated this commitment into its Corporate Governance Guidelines. |
Executive Sessions
| Director Compensation |
Executive Sessions
| NON-EMPLOYEE DIRECTOR COMPENSATION | | ADDITIONAL ANNUAL CASH COMPENSATION | | | | |
STOCK OWNERSHIP
| Director Compensation | 47 |
STOCK OWNERSHIP
| DIRECTOR COMPENSATION TABLE |
STOCK OWNERSHIP
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Gary K. Adams | 52,621 | 200,020 | 16,152 | 268,793 | | Julie L. Bushman | 150,000 | 200,020 | 3,733 | 353,753 | | Sigmund L. Cornelius | 79,677 | 118,876 | 27,480 | 226,033 | | Lisa A. Davis | 135,000 | 200,020 | 16,261 | 351,281 | | Gregory J. Hayes | — | 355,275 | 2,369 | 357,644 | | A. Nigel Hearne | 79,677 | 118,876 | 9,921 | 208,474 | | Michael A. Heim | 79,677 | 118,876 | 3,195 | 201,748 | | Charles M. Holley | 135,000 | 200,020 | — | 335,020 | | John E. Lowe | 62,500 | 200,020 | — | 262,520 | | Robert W. Pease | 155,000 | 200,020 | 20,000 | 375,020 | | Grace Puma | 135,000 | 200,020 | 16,681 | 351,701 | | Denise L. Ramos | 52,621 | 200,020 | 1,178 | 253,819 | | Denise R. Singleton | 135,000 | 200,020 | 3,449 | 338,469 | | Douglas T. Terreson | 135,000 | 200,020 | 22,762 | 357,782 | | Glenn F. Tilton | 185,000 | 200,020 | 16,729 | 401,749 | | Marna C. Whittington | 143,542 | 200,020 | 22,035 | 365,597 |
2025 COMPENSATION PROGRAM CHANGES
| In setting the VCIP goals in 2025, the HRCC: •enhanced the safety metric by shifting the focus to Injuries from Serious Incidents while maintaining a minimum TRR performance threshold. This change maintains our commitment to industry-leading overall safety performance while concentrating on preventing higher-severity incidents. •increased the rigor on our Adjusted VCIP EBITDA metric by revising the approach for setting the threshold by moving from the amount required to cover our budgeted sustaining capital and annualized common stock dividend payment, to the amount required to deliver ROCE equal to our historical average WACC minus 1.5 percentage points. |
2025 COMPENSATION PROGRAM CHANGES
| In setting the LTI Program in 2025, the HRCC: •revised the methodology for setting the PSP Adjusted ROCE threshold, moving from ROCE required to cover sustaining capital and annualized common stock dividend payments to ROCE that equals the Company's historical average WACC, increasing the rigor on the PSP Adjusted ROCE metric. This reinforces performance and long-term value creation. As part of our ongoing commitment to pay for performance, we continue to review our PSP Adjusted ROCE target-setting approach to ensure performance goals are rigorous and appropriately challenging, while remaining aligned with our strategy. Due to the cyclical nature of our industry, overall performance results may be impacted by macroeconomic tailwinds or headwinds. •enhanced the terms and conditions of the executive equity awards to strengthen post-employment protections, including provisions related to non-solicitation, detrimental activities, the misuse of confidential information, and the introduction of a non-compete for senior executives, helping protect the Company’s information and competitive position following an executive’s departure. |
2025 COMPENSATION ACTIONS RELATED TO THE CHIEF EXECUTIVE OFFICER
2025 COMPENSATION ACTIONS RELATED TO THE CHIEF EXECUTIVE OFFICER At its February 2025 meeting, the HRCC approved the following compensation actions for Mr. Lashier after considering a range of factors including Company and individual performance in 2024, tenure, benchmarking information provided by the HRCC's compensation consultant, and the HRCC's overall approach to executive compensation. Based on this review, the HRCC approved the following changes to Mr. Lashier's compensation: •Increased base salary by $50,000, from $1,700,000 to $1,750,000, effective March 1, 2025 •Maintained VCIP target at 160% of base salary •Approved an LTI compensation target of $14,000,000, delivered 30% in RSUs and 70% in PSUs
COMPENSATION PROGRAMS ALIGNED WITH BEST PRACTICES
| We Do… | We Do Not… | | Target the majority of NEO compensation to be performance-based and at risk Apply multiple performance metrics aligned with our corporate strategy Cap maximum payouts for VCIP and PSP Cap payout at 100% on the TSR portion of the PSP if absolute TSR is negative Require TSR performance above the 50th percentile relative to peer group to achieve target payout Employ a “double trigger” for change in control severance benefits and equity award acceleration Include absolute and relative metrics in our LTI programs Maintain robust stock ownership guidelines for executives — Chief Executive Officer 6x base salary; other NEOs 4x base salary Perform an annual risk assessment to identify and mitigate potential risks Have robust clawback provisions, including an SEC-compliant clawback policy and discretionary clawback provisions that extend to time-based awards and misconduct outside the context of a financial restatement Have extended vesting periods on stock awards, with a minimum one-year vesting period required for stock awards Maintain a fully independent compensation committee Retain an independent compensation consultant Hold an annual Say-on-Pay vote and consider shareholder feedback in the design of our executive compensation program | Provide excise tax gross-ups to our NEOs under the Phillips 66 Change in Control Severance Plan ("CICSP") Reprice stock options without shareholder approval; the last grant of stock options expires in 2033 Allow share recycling for any of our stock awards under our equity plan Include evergreen provisions in our active equity plans Allow hedging or pledging of Company stock Allow transfer of equity awards (except in the case of death) Provide separate supplemental executive retirement benefits for individual NEOs Maintain individual change-in-control agreements Have employment agreements with our NEOs Provide excessive perquisites Provide individual performance modifiers under the VCIP for our executive officers |
COMPENSATION PROGRAM MIX
| | | Key Elements of Pay | | | | | | | CEO | Other NEOs (Average) | Delivered via | Performance Drivers and Weightings | | | | Base Salary | | Cash | •Annual fixed cash compensation to attract and retain NEOs | | | | | | | | | | | Annual Incentive | | Variable Cash Incentive Program (VCIP) | 50% Operational Performance | | | | | | | •Safety & Operating Excellence (25%) •Environment (15%) •High-Performing Organization (10%) | | | | | | | 50% Financial Performance | | | | | | | •Adjusted VCIP Controllable Costs(1) (10%) •Adjusted VCIP EBITDA(1) (40%) | | | | Long-Term Incentives | | Performance Share Program (PSP) 70% of LTI Target 3-year performance period | •Adjusted PSP ROCE(1) (50%) •Relative TSR (50%) | | | | | | | | | | | | | Restricted Stock Units (RSUs) 30% of LTI Target 3-year cliff vesting | •Long-term stock price appreciation |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – PROGRAM DESIGN
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – PROGRAM DESIGN
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – PROGRAM DESIGN
| % OF TARGET COMPENSATION | | | | CEO | Other NEOs (Average) | The VCIP, which is our annual incentive program, is designed to motivate and reward employees for exceptional operational and financial performance. The HRCC reviews and approves the performance goals annually, focusing on rigorous goals that will encourage continuous improvement. Our program metrics are equally weighted between operational and financial performance, reinforcing our continued focus on delivering both operational excellence and strong financial results. |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – PROGRAM DESIGN
Eligible earnings, defined as base salary earned during the year, are multiplied by a VCIP target percentage that is based on each NEO’s salary grade level to derive the NEO’s target VCIP award. At the end of the performance period, the HRCC reviews the Company’s results against established performance levels to determine the payout percentage, which may range from 0% to 200% of target.
2025 Variable Cash Incentive Program – Payout Formula
2025 Variable Cash Incentive Program – Payout Formula
2025 Variable Cash Incentive Program – Payout Formula
| $ Eligible Earnings | × | % Target Percentage | × | % Payout Percentage | = | $ Total VCIP Payout |
2025 Variable Cash Incentive Program – Metrics and Weightings
2025 Variable Cash Incentive Program – Metrics and Weightings
2025 Variable Cash Incentive Program – Metrics and Weightings
| 58 | Phillips 66 2026 Proxy Statement |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – METRICS AND TARGETS
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – METRICS AND TARGETS
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – METRICS AND TARGETS
| Operational Performance (50%): To reinforce our commitment to safety, asset reliability, sustainability, and overall operational excellence, half of our VCIP is earned based on operational performance, rewarding actions that capture market opportunities and create shareholder value. |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – METRICS AND TARGETS
| | Safety & Operating Excellence Safety is foundational to our business, and we are committed to protecting the health and well-being of our workforce and the communities in which we operate. Under the VCIP, personal safety performance is measured using the ISI rate, which focuses on incidents with the potential for more severe consequences, while ensuring that we maintain an industry-leading TRR. Our safety targets are designed to drive continuous improvement in personal safety as we strive toward a zero incidents workforce. For both personal and process safety, we benchmark our performance against top-performing companies in our industry. Based on this peer set, we establish threshold, target, and maximum goals with our target aligned with top quartile industry performance, while also considering prior-year results to reinforce continuous improvement. Available to Run measures the reliability of our assets excluding external impacts, and how well we manage our planned and unplanned downtime. We establish our threshold, target, and maximum goals based on our operating plan and historical performance with the goal of continuous improvement, incorporating the segments of our business and weighting them by their contribution to our Enterprise Value. | | | Environmental Environmental stewardship is a foundational pillar of our sustainability strategy, and we establish targets for the Environmental Agency Reportable Event Rate based on historical performance, with increasing rigor year over year to drive continuous improvement. The Environmental Agency Reportable Event Rate is calculated as Agency Reportable Events divided by capacity, with a materiality threshold aligned to a Tier 2 Process Safety Event. For the Lower-Carbon / GHG Priorities metric, we measure three performance categories: greenhouse gas intensity reductions, lower-carbon intensity investments, and project ideation. These goals represent an array of activities across our lower-carbon and GHG initiatives. We measure the impact of the projects and initiatives coming online during the year, the potential impact of the project and initiatives where we will deploy our capital spend during the year, and the identification of new projects and goals. | | | High-Performing Organization Maintaining and enhancing a high-performing organization is critical to our success and is part of our human capital management strategy. This metric assesses progress toward building a high-performing organization that drives continuous improvement and sustainable business performance through our people. Performance is evaluated based on advancements in culture, employee engagement, talent development, and the effective use of technology to support digital innovation and execution excellence. The metric also considers progress against the Company’s Strategic Priorities, including execution of portfolio and operating model changes and other enterprise-wide transformational initiatives. At the end of the performance period, the HRCC evaluates performance holistically, considering both the outcomes achieved and the quality of execution. |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – METRICS AND TARGETS
| Compensation Discussion and Analysis | 59 |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – METRICS AND TARGETS
| Financial Performance (50%): To ensure a strong link between pay and financial results, the other half of our VCIP is earned based on financial performance. By focusing on controllable costs and earnings metrics, we reinforce accountability for continuous cost improvement and profitability. |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – METRICS AND TARGETS
| | Adjusted VCIP Controllable Costs For Adjusted VCIP Controllable Costs, we measure our effectiveness in managing costs and set our threshold, target, and maximum performance levels based on our annual budget. | | | | Threshold | $6.807 billion (105% of Target) | | | Target | $6.483 billion | | | Maximum | $6.159 billion (95% of Target) | | | The 2025 Adjusted VCIP Controllable Costs target excludes utilities and turnaround expenses, as well as other costs that are not within management's control. | | | | Adjusted VCIP EBITDA Adjusted VCIP EBITDA measures our ability to create shareholder value. In 2025, threshold performance for Adjusted VCIP EBITDA equaled ROCE level of 1.5 percentage points below our WACC, and target and maximum performance were set as Adjusted VCIP EBITDA that equaled ROCE levels of 1.5 and 3.0 percentage points above our WACC. | | | | Threshold | $7.080 billion Adjusted VCIP EBITDA equivalent to ROCE of WACC - 1.5 percentage point | | | Target | $8.788 billion Adjusted VCIP EBITDA equivalent to ROCE of WACC + 1.5 percentage points | | | Maximum | $9.627 billion Adjusted VCIP EBITDA equivalent to ROCE of WACC + 3.0 percentage points |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – 2025 PAYOUT
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – 2025 PAYOUT The Company's 2025 actual performance resulted in a payout of 134% of target.
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – 2025 PAYOUT
| | ($MM) | Weight | Threshold | | Target | | Maximum | | 2025 Actual | | Payout | | | Safety & Operating Excellence | | | | | | | | | | | | | Injuries from Serious Incidents (ISI) rate with minimum TRR threshold | 7.5% | | 0.048 | | 0.038 | | 0.029 | | 0.018 | 200% | | | | | | and <0.18 TRR | | | | | | and 0.11 TRR | | | | PSE Rate – Tier 1 & 2 - Refining | 5.0% | | 0.20 | | 0.17 | | 0.15 | | 0.13 | 200% | | | PSE Rate – Tier 1 & 2 - Pipelines | 2.5% | | 0.86 | | 0.71 | | 0.57 | | 0.67 | 129% | | | Available to Run | 10% | | 92.7% | | 94.3% | | 95.8% | | 95.1% | 153% | | | Environment | | | | | | | | | | | | | Lower-Carbon / GHG Priorities | 10% | | See below | | | | | | | 110% | | | Agency Reportable Event Rate | 5% | | 0.12 | | 0.10 | | 0.08 | | 0.07 | 200% | | | High-Performing Organization | 10% | | See below | | | | | | | 145% | | | Adjusted VCIP Controllable Costs(1) | 10% | | $6,807 | | $6,483 | | $6,159 | | $6,099 | 200% | | | Adjusted VCIP EBITDA(1) | 40% | | $7,080 | | $8,778 | | $9,627 | | $8,363 | 88% | | | | | | | | | | | TOTAL | | 134% |
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – 2025 PAYOUT
(1)See Appendix A for reconciliations to the nearest GAAP financial measure.
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – 2025 PAYOUT
| 60 | Phillips 66 2026 Proxy Statement |
SAFETY & OPERATING EXCELLENCE
| | Payout | | | | Metric and Weighting | Threshold | Target | Maximum | | Safety & Operating Excellence (25%) | | | |
ENVIRONMENT
| | Payout | | | | Metric and Weighting | Threshold | Target | Maximum | | Environment (15%) | | | |
HIGH-PERFORMING ORGANIZATION
| | Payout | | | | Metric and Weighting | Threshold | Target | Maximum | | High-Performing Organization (10%) | | | |
ADJUSTED VCIP CONTROLLABLE COSTS
| | Payout | | | | Metric and Weighting | Threshold | Target 100% Payout | Maximum | | Adjusted VCIP Controllable Costs (10%) | | | |
ADJUSTED VCIP EBITDA
| | Payout | | | | Metric and Weighting | Threshold | Target 100% Payout | Maximum | | Adjusted VCIP EBITDA (40%) | | | |
2025 VCIP PAYOUT FOR OUR NEOs
2025 VCIP PAYOUT FOR OUR NEOs Overall payout of the 2025 VCIP was 134% of target. No adjustments were made to the formulaic payout for any of our executive officers. The total VCIP payout for each of our NEOs is shown in the table below.
2025 VCIP PAYOUT FOR OUR NEOs
| Name | 2025 Eligible Earnings ($) | Target VCIP Percentage (%) | VCIP Payout Percentage (%) | Total Payout ($) | | | (a) | (b) | (c) | (d) = (a)*(b)*(c) | | Mark Lashier | 1,741,667 | 160% | 134% | 3,734,134 | | Kevin Mitchell | 1,045,754 | 100% | 134% | 1,401,310 | | Brian Mandell | 892,349 | 90% | 134% | 1,076,173 | | Richard Harbison | 934,167 | 90% | 134% | 1,126,605 | | Vanessa A. Sutherland | 873,333 | 90% | 134% | 1,053,240 |
2025 VCIP PAYOUT FOR OUR NEOs
| Compensation Discussion and Analysis | 63 |
LONG-TERM INCENTIVES - 2025 PROGRAM DESIGN
LONG-TERM INCENTIVES - 2025 PROGRAM DESIGN
LONG-TERM INCENTIVES - 2025 PROGRAM DESIGN
| % OF TARGET COMPENSATION | | | CEO | Other NEOs (Average) |
LONG-TERM INCENTIVES - 2025 PROGRAM DESIGN
| | Performance Share Program (PSP) Each PSP has a three-year performance period, resulting in three overlapping PSP cycles in progress at any given time. During 2025, the active programs were the 2023–2025 PSP, 2024–2026 PSP, and 2025–2027 PSP. For 2025, the target number of shares for each PSP award was determined by dividing the target value by the average fair market value of a share of the Company's common stock (high-low average) for the 20 trading days prior to the start of the performance period, less anticipated dividends during the performance period. The HRCC evaluates the individual performance of each NEO and, based on that assessment, may adjust the target award by up to +/- 30% at the time of grant. These performance adjustments are applied at the beginning of the performance period, rather than at the end, so that the adjusted awards remain subject to Company performance and market volatility throughout the performance period, reinforcing alignment between executive compensation and shareholder interests. •Targets may be adjusted during the performance period for promotions that occur during the performance period. •Executives hired after the start of the performance period receive prorated target shares in ongoing PSP cycles, immediately aligning their interests with the Company’s long-term goals and shareholder interests. •Awards under the PSP are denominated in shares but are paid in cash using the average fair market value of a share of the Company's common stock for the last 20 trading days of the performance period. | | | Restricted Stock Units (RSUs) The number of RSUs granted is determined based on the fair market value of the Company's common stock on the date of grant. RSUs awarded to our NEOs in February 2025 cliff vest after three years, subject to continued service through the vesting date. RSUs do not carry voting rights but do earn dividend equivalents during the vesting period. RSUs are typically granted in February each year. The HRCC may adjust an award by up to +/–30% of the target amount at grant based on the individual performance assessment of each NEO. |
LONG-TERM INCENTIVES - 2025 PROGRAM DESIGN
| 64 | Phillips 66 2026 Proxy Statement |
PERFORMANCE SHARE PROGRAM - METRICS AND TARGETS
PERFORMANCE SHARE PROGRAM - METRICS AND TARGETS
PERFORMANCE SHARE PROGRAM - METRICS AND TARGETS
| % OF TARGET COMPENSATION | | | | CEO | Other NEOs (Average) | The performance metrics used for the 2023-2025 PSP were absolute adjusted return on capital employed (Adjusted PSP ROCE) and relative TSR based on a 20-trading day average closing price. |
PERFORMANCE SHARE PROGRAM - METRICS AND TARGETS
| | Adjusted PSP ROCE The HRCC considers Adjusted PSP ROCE an important measure of Company growth, shareholder value creation and overall performance. | | | | Threshold | 3.5% Delivers sustaining capital and dividend payments over 3-year performance period | | | Target | 8.5% Delivers WACC +1.5% over 3-year performance period | | | Maximum | 10.0% Delivers WACC +3.0% over 3-year performance period | | | Consistent with peer practices, we adjust ROCE results to exclude special items that are not representative of our operating performance. The HRCC carefully evaluates and approves each adjustment to understand its impact on compensation outcomes and overall Company performance. | | | | Relative TSR The HRCC recognizes relative TSR as the most widely used metric for peer comparisons. As a result, our performance is assessed relative to the Company’s Performance Peer Group and the S&P 100 Index. | | | | Threshold | 15th percentile of Performance Peers (rank of 12 out of our 14 peers) | | | Target | 54th percentile of Performance Peers (rank of 7 out of 14 peers) | | | Maximum | 92nd percentile of Performance Peers (rank of 1 or 2 out of 14 peers) | | | TSR Rank | | | | Payout for relative TSR performance is determined by the Company's percentile rank relative to its performance peers at the end of the three-year performance period. For performance between threshold, target and maximum achievement levels, the payout percentage is interpolated based on the Company's percentile ranking. Payout is capped at target if absolute TSR over the performance period is negative regardless of relative performance. | |
PERFORMANCE SHARE PROGRAM - METRICS AND TARGETS
| Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | | Payout | 200% | 200% | 180% | 160% | 140% | 120% | 100% | 85% | 70% | 55% | 40% | 25% | — | — |
PERFORMANCE SHARE PROGRAM - METRICS AND TARGETS
| Compensation Discussion and Analysis | 65 |
2023 - 2025 PERFORMANCE SHARE PROGRAM PAYOUT
2023 - 2025 PERFORMANCE SHARE PROGRAM PAYOUT The HRCC considered the following results when approving the payout of the 2023-2025 PSP at 160% of target. The HRCC certified the results of the 2023-2025 PSP in February 2026, and payout of the award is described further below and in the footnotes to the Summary Compensation Table.
2023 - 2025 PERFORMANCE SHARE PROGRAM PAYOUT
| 2023 - 2025 PSP Metrics and Weightings | Performance Result | Weight | Payout | | Adjusted Return on Capital Employed (50% Weighting)(1) Adjusted PSP ROCE performance above maximum | Above Maximum | 50% | 200% | | Total Shareholder Return (50% Weighting) TSR performance at 62nd percentile relative to peers | 6th out of 14 peers | 50% | 120% | | Total 2023 - 2025 PSP Payout | | | 160% |
2023 - 2025 PERFORMANCE SHARE PROGRAM PAYOUT
(1)See Appendix A for a reconciliation of Adjusted PSP ROCE to the nearest GAAP financial measure.
2023 - 2025 PERFORMANCE SHARE PROGRAM PAYOUT
| | Adjusted PSP ROCE Performance | | | | | Metric | Threshold (3.5%) | | Target (8.5%) | Maximum (10.0%) | | Adjusted PSP ROCE | | | | |
Relative TSR Performance
Relative TSR Performance
RELATIVE TOTAL SHAREHOLDER RETURN
RELATIVE TOTAL SHAREHOLDER RETURN •Our TSR performance of 46.5% during the performance period was above the median of our performance peers (32.6%), and we ranked 6th out of 14 peers in the Performance Peer Group. This resulted in a payout of 120% of target for the TSR performance component at the 62nd percentile relative to peers. The Performance Peer Group (defined on page 70) includes 12 peer companies, the S&P 100 Index and Phillips 66.
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES The HRCC considers individual performance when determining the target LTI to be granted to each of the NEOs. After considering individual achievements, the HRCC approved the following LTI target award values for the NEOs for 2025. These values may not match the accounting values presented in the Grants of Plan-Based Awards table.
LONG-TERM INCENTIVES
| Name | 2025-2027 PSP ($) | RSUs ($) | Total Target(1) ($) | | Mark Lashier | 9,800,000 | 4,200,000 | 14,000,000 | | Kevin Mitchell | 3,613,716 | 1,548,736 | 5,162,452 | | Brian Mandell | 2,422,982 | 1,038,421 | 3,461,403 | | Richard Harbison | 2,585,520 | 1,108,080 | 3,693,600 | | Vanessa A. Sutherland | 2,540,160 | 1,088,640 | 3,628,800 |
LONG-TERM INCENTIVES
(1)2025 – 2027 PSP and 2025 RSU targets include individual performance adjustments for Mr. Mitchell (+10%), Mr. Mandell (+10%), Mr. Harbison (+20%), and Ms. Sutherland (+20%).
LONG-TERM INCENTIVES
| Compensation Discussion and Analysis | 67 |
LONG-TERM INCENTIVES
| PARTICIPANTS IN COMPENSATION-SETTING PROCESS |
ROLE OF THE HRCC
ROLE OF THE HRCC The HRCC is responsible for reviewing and approving all elements of compensation for the Company’s executive officers. The HRCC considers input from its independent compensation consultant, benchmarking against compensation peer group pay levels and practices, and feedback received from shareholders. The HRCC is supported by the Company’s Chief Human Resources Officer and receives recommendations from the Chief Executive Officer regarding the performance and compensation of other executive officers. No executive participates in decisions regarding his or her own compensation.
Compensation Determination Process
| | | | | | | FEBRUARY •Approve VCIP and PSP payouts at the end of the performance periods •Approve VCIP and PSP performance goals for the upcoming performance periods •Review individual executive officer performance and compensation levels | JULY •Review of compensation peer group proxies (disclosing previous compensation program) and trends •Review compensation and performance peer groups •Receive a VCIP and PSP performance update | | | | | | | | | HRCC Oversight | | | | | DECEMBER •Approve VCIP and LTI program design/terms & conditions, and metrics and weightings for the following year •Review of VCIP and PSP performance goals for the following year •Approve executive salary structure (including LTI targets) for following year •Receive a VCIP and PSP performance update | OCTOBER •Approve compensation and performance peer groups •Review of VCIP program design/terms & conditions, and metrics and weightings •Review of RSU program design/terms & conditions •Review of PSP program design/terms & conditions, and metrics and weightings •Receive a VCIP and PSP performance update | | | | | | |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT In 2025, the HRCC continued to retain Mercer as its independent executive compensation consultant.
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| Independent Compensation Consultant | Advises the HRCC on: •Compensation program design and processes relative to external corporate governance standards. •Appropriateness of our executive compensation program in comparison to those of our peers. •Effectiveness of the compensation program in accomplishing the objectives set by the HRCC. |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
The HRCC evaluated whether Mercer’s work raised any conflict of interest in accordance with SEC guidelines and determined that no such conflict existed. In reviewing Mercer's independence, the HRCC considered fees paid by the Company to different Mercer teams totaling $1.6 million during 2025 for services performed for the Company. These services can be broken down as $0.4 million related to advice given on executive and director compensation, including fees paid to the Mercer team serving as the independent compensation consultant for the HRCC, and $1.2 million related to administration of international benefit plans. The decision to engage Mercer to provide these additional services was made by management and unrelated to the HRCC.
ROLE OF OUR PEER COMPANIES
ROLE OF OUR PEER COMPANIES
Peer Group Selection & Rationale
Peer Group Selection & Rationale Due to the size and complexity of our Company and diversification of our assets, the HRCC utilizes both (1) a compensation peer group and (2) a performance peer group. The HRCC thoughtfully selects the peers in each peer group, evaluates their inclusion on an annual basis in consultation with an independent compensation consultant, and makes adjustments as necessary. The HRCC uses the compensation peer group to evaluate and determine compensation levels for our NEOs, including base salary levels and targets for our annual bonus and LTI programs. The HRCC uses the performance peer group to evaluate our relative TSR performance under our PSP program. The criteria for selection of the companies in each peer group are explained on the following page.
Peer Group Selection & Rationale
| Compensation Discussion and Analysis | 69 |
Peer Group Selection & Rationale
| 2025 COMPENSATION PEER GROUP | 2023 - 2025 PERFORMANCE PEER GROUP | | Used to evaluate and determine compensation levels for our NEOs, including base salary levels and targets for our annual bonus and LTI programs | Used to evaluate our relative TSR performance for our 2023 – 2025 Performance Share Program | | Companies •3M Company •Archer-Daniels-Midland Company •ConocoPhillips Company •Deere & Company •Dow Inc. •Ford Motor Company •General Motors Company •Halliburton Company •Honeywell International Inc. •LyondellBasell Industries N.V. •Marathon Petroleum Corporation •Occidental Petroleum Corporation •The Williams Companies, Inc. •Valero Energy Corporation | Companies Refining and Marketing •CVR Energy, Inc. •Delek US Holdings, Inc. •HF Sinclair Corporation •Marathon Petroleum Corporation •PBF Energy Inc. •Valero Energy Corporation Midstream •ONEOK, Inc. •Targa Resources Corp. •The Williams Companies, Inc. Chemicals •Dow Inc. •LyondellBasell Industries N.V. •Westlake Corporation | | Criteria for Selection Our compensation peer group includes companies that are comparable to Phillips 66 based on three primary criteria: assets, market capitalization, and business operations. Revenue is an additional, secondary criterion. The compensation peer group primarily consists of large companies with which we compete for talent and with similar management structure. While some of our compensation peers fall outside our direct industry, the HRCC is supportive of including them in our peer group because of their size, substantial capital investments, and comparable scale of operations. | Criteria for Selection To reflect our unique portfolio of assets, we include companies operating in each of our three major segments: Refining, Midstream and Chemicals. The performance peer group is used in the PSP program to assess relative TSR performance. We believe that our performance peer group is representative of the companies that investors use for relative performance comparisons. In addition, we include the S&P 100 Index in the assessment of our relative TSR performance. The HRCC believes the S&P 100 is an appropriate comparison as the index reflects companies with which we compete for capital in the broader market. | | Changes from 2024 to 2025 Compensation Peer Group No changes were made to the 2025 compensation peer group from the peer group for the 2024 compensation period. | Changes from 2022-2024 to 2023-2025 Performance Peer Group No changes were made to the 2023-2025 performance peer group from the peer group for the 2022-2024 performance period. |
Peer Group Selection & Rationale
| 70 | Phillips 66 2026 Proxy Statement |
Peer Group Selection & Rationale
| ADDITIONAL COMPENSATION PRACTICES |
Executive Severance and Change in Control Plans
Executive Severance and Change in Control Plans We do not maintain individual severance or change in control agreements with our executives. However, we maintain the Phillips 66 Executive Severance Plan ("ESP") and the CICSP to accomplish several specific objectives, including: •Ensuring shareholder interests are protected during business transactions by providing benefits that promote senior management stability; •Providing and preserving an economic motivation for participating executives to consider a business combination that might result in an executive’s job loss; and •Competing effectively in attracting and retaining executives in an industry that features frequent acquisitions and divestitures. Executives may not receive benefits under both plans as a result of the same severance event. Among other benefits, if the executive is terminated without cause, the ESP provides a payment equal to one and one-half or two times the executive’s base salary, depending on the executive's salary grade level, and the executive’s current target annual bonus; and accelerated vesting of equity awards as described in Executive Severance Plan - Accelerated Equity. The CICSP provides a payment equal to two or three times the sum of the executive’s base salary and the greater of his or her target bonus or average of the last two bonus payments, depending on salary grade level, and accelerated vesting of equity awards. The executive must be involuntarily terminated without cause in connection with a change in control or terminate employment for good reason within two years after the change in control to be eligible for a CICSP payment. We believe this “double trigger” requirement is in the best interest of shareholders and is considered a best practice. Details of potential payments under these plans are outlined in the Potential Payments Upon Termination or Change in Control section. These plans do not provide any excise tax gross-up protections.
Equity Award Grant Practices
Equity Award Grant Practices The HRCC generally grants LTI awards to our executive officers, including each of the NEOs, at its regularly scheduled February meeting of each year. In certain circumstances, including the hiring, promotion or retention of an individual, the HRCC may approve grants to be effective at other times. The HRCC did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025 and did not time the disclosure of material nonpublic information in 2025 for the purpose of affecting the value of executive compensation.
Equity Award Grant Practices
| Compensation Discussion and Analysis | 73 |
Human Resources and Compensation Committee
| SUMMARY COMPENSATION TABLE |
Human Resources and Compensation Committee
| Name, Position, Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Mark Lashier | | | | | | | | | Chairman and Chief Executive Officer | | | | | | | | | 2025 | 1,741,667 | 16,185,204 | — | 3,734,134 | 558,558 | 893,840 | 23,113,403 | | 2024 | 1,683,333 | 16,016,443 | — | 3,447,467 | 569,717 | 869,986 | 22,586,946 | | 2023 | 1,583,333 | 9,620,568 | 3,000,816 | 4,036,181 | 413,305 | 755,058 | 19,409,262 | | Kevin Mitchell | | | | | | | | | Executive Vice President and Chief Financial Officer | | | | | | | | | 2025 | 1,045,754 | 5,968,170 | — | 1,401,310 | 404,496 | 243,174 | 9,062,904 | | 2024 | 1,016,100 | 5,397,887 | — | 1,300,608 | 370,440 | 258,936 | 8,343,971 | | 2023 | 989,753 | 3,901,297 | 1,217,364 | 1,593,503 | 326,532 | 337,944 | 8,366,393 | | Brian Mandell | | | | | | | | | Executive Vice President, Marketing & Commercial | | | | | | | | | 2025 | 892,349 | 4,001,673 | — | 1,076,173 | 212,483 | 206,826 | 6,389,504 | | 2024 | 871,235 | 4,364,387 | — | 1,003,663 | 1,906,422 | 238,245 | 8,383,952 | | 2023 | 850,802 | 2,840,101 | 887,604 | 1,232,812 | 1,412,212 | 291,960 | 7,515,491 | | Richard Harbison(7) | | | | | | | | | Executive Vice President, Refining | | | | | | | | | 2025 | 934,167 | 4,270,157 | — | 1,126,605 | 1,009,994 | 198,009 | 7,538,932 | | 2024 | 838,750 | 3,991,630 | — | 966,240 | 1,458,797 | 188,756 | 7,444,173 | | 2023 | — | — | — | — | — | — | — | | Vanessa A. Sutherland | | | | | | | | | Executive Vice President, Government Affairs, General Counsel and Corporate Secretary | | | | | | | | | 2025 | 873,333 | 4,479,439 | — | 1,053,240 | 175,761 | 194,030 | 6,775,803 | | 2024 | 834,531 | 3,921,480 | — | 956,929 | 141,556 | 200,537 | 6,055,033 | | 2023 | 770,313 | 2,116,466 | 662,268 | 1,054,173 | 151,221 | 244,478 | 4,998,919 |
Human Resources and Compensation Committee
| GRANTS OF PLAN-BASED AWARDS |
Human Resources and Compensation Committee
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END |
Human Resources and Compensation Committee
| OPTION EXERCISES AND STOCK VESTED FOR 2025 |
Human Resources and Compensation Committee
| PENSION BENEFITS AS OF DECEMBER 31, 2025 |
Human Resources and Compensation Committee
Our defined benefit pension plan, the Phillips 66 Retirement Plan (the "Retirement Plan"), consists of multiple titles with different terms. NEOs are only eligible to participate in one title at any time but may have frozen benefits under one or more other titles.
Human Resources and Compensation Committee
| | Title II(1) | Title III | Title IV | | Current Eligibility | Mr. Lashier, Mr. Mitchell, Ms. Sutherland | Mr. Harbison | Mr. Mandell | | Normal Retirement | Age 65 | Age 65 | Age 65 | | Early Retirement(2) | Executives may receive their vested benefit upon termination of employment at any age | Age 55 with ten years of service | Age 50 with ten years of service | | Benefit Calculation(2) | Based on monthly pay and interest credits to a nominal cash balance account created on the first day of the month after an executive’s hire date. Pay credits are equal to a percentage of total salary and annual bonus | Calculated as the product of 1.6% times years of credited service multiplied by the final average eligible earnings | Calculated as the product of 1.6% times years of credited service multiplied by the final average eligible earnings | | Final Average Earnings Calculation | N/A | Calculated using the highest consecutive 36 months of compensation in the last 120 months of service prior to retirement | Calculated using the higher of the highest three years of compensation or the highest 36 months of compensation | | Eligible Pension Compensation | Includes salary and annual bonus | Includes salary | Includes salary and annual bonus | | Benefit Vesting | Participants vest after three years of service | All participants are vested in this title | All participants are vested in this title | | Payment Types | Allows payments in the form of several annuity types or a single lump sum | Allows payments in the form of several annuity types, but does not allow a single lump sum payment | Allows payments in the form of several annuity types or a single lump sum | | IRS limitations | Benefits under all Titles are limited by the IRC. In 2025, the compensation limit was $350,000. The IRC also limits the annual benefit available under these Titles expressed as an annuity. In 2025, that limit was $280,000 (reduced actuarially for ages below 62). | | |
Human Resources and Compensation Committee
(1)NEOs whose combined years of age and service total less than 44 receive a 6% pay credit, those with a total of 44 through 65 receive a 7% pay credit and those with a total of 66 or more receive a 9% pay credit. Interest credits are applied to the cash balance account each month. This credit is calculated by multiplying the value of the account by the interest credit rate, based on 30-year U.S. Treasury security rates adjusted quarterly. (2)An early benefit reduction is calculated on Title III by reducing the benefit 6.67% for each year before age 60 that benefits are paid, unless the participant has at least 85 points awarded, with one point for each year of age and one point for each year of service. Title IV early benefit reduction is calculated by reducing the benefit by 5% per year for each year before age 57 that benefits are paid and 4% per year for benefits that are paid between ages 57 and 60. The benefit calculation for Title IV is reduced by the product of 1.5% of the annual primary social security benefit multiplied by years of credited service, although a reduction limit of 50% of the primary Social Security benefit may apply.
Human Resources and Compensation Committee
| 82 | Phillips 66 2026 Proxy Statement |
Human Resources and Compensation Committee
The following table lists the pension program participation and actuarial present value of each NEO’s defined benefit pension as of December 31, 2025.
Human Resources and Compensation Committee
| Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mark Lashier | Retirement Plan - Title II | 36 | 161,225 | — | | | KESRP(2) | | 1,683,884 | — | | Kevin Mitchell | Retirement Plan - Title II | 32 | 359,731 | — | | | KESRP(2) | | 1,993,428 | — | | Brian Mandell | Retirement Plan - Title IV | 35 | 2,184,084 | — | | | KESRP(2) | | 12,288,375 | — | | Richard Harbison | Retirement Plan - Title III | 37 | 2,359,564 | — | | | KESRP(2) | | 3,816,903 | — | | Vanessa A. Sutherland | Retirement Plan - Title II | 3 | 97,014 | — | | | KESRP(2) | | 371,524 | — |
Human Resources and Compensation Committee
(1)Years of credited service include service recognized under the predecessor ConocoPhillips plans from which these plans were spun off effective May 1, 2012 and service with a member of the Affiliated Group (which includes subsidiaries and affiliates with 5% or more equity interest). Mr. Lashier’s tenure with Phillips 66 is 5 years. His credited years of service calculations include 36 years. (2)The KESRP restores Company-sponsored benefits capped under the qualified defined benefit pension plan due to IRC limits. All employees, including our NEOs, are eligible to participate in the KESRP.
Human Resources and Compensation Committee
| Understanding the Annual Change in Pension Value | | | No modifications to pension | •There were no modifications to our existing pension program in 2025 | | Change in value | •The value of traditional pension plans is particularly sensitive to interest rate movement, which is outside of the Company's control •While our short-term and long-term incentive programs are based entirely on performance, pension value is not performance-based and does not reflect or reward Company performance |
Human Resources and Compensation Committee
| Executive Compensation Tables | 83 |
Human Resources and Compensation Committee
| NONQUALIFIED DEFERRED COMPENSATION |
Human Resources and Compensation Committee
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
ESTIMATED POTENTIAL PAYMENTS
ESTIMATED POTENTIAL PAYMENTS The following table presents, for each of the NEOs, the estimated payments and benefits that would have been payable to each of the NEOs as of December 31, 2025, for each of the circumstances described below.
ESTIMATED POTENTIAL PAYMENTS
| | Executive Benefits and Payments Upon Termination | | | | | | Involuntary Not-For- Cause Termination (Not CIC) ($) | Involuntary or Good Reason Termination (CIC) ($) | Death ($) | Disability ($) | | Mark Lashier | | | | | | Severance Payment | 9,977,022 | 17,791,005 | — | — | | Accelerated Equity | 23,114,288 | 34,572,395 | 34,572,395 | 34,572,395 | | Life Insurance | — | — | 3,500,000 | — | | TOTAL | 33,091,310 | 52,363,400 | 38,072,395 | 34,572,395 | | Kevin Mitchell | | | | | | Severance Payment | 4,637,633 | 8,145,051 | — | — | | Accelerated Equity | 8,372,823 | 12,473,327 | 12,473,327 | 12,473,327 | | Life Insurance | — | — | 2,101,710 | — | | TOTAL | 13,010,456 | 20,618,378 | 14,575,036 | 12,473,327 | | Brian Mandell | | | | | | Severance Payment | 4,296,236 | 7,379,867 | — | — | | Accelerated Equity | 6,208,086 | 9,119,357 | 9,119,357 | 9,119,357 | | Life Insurance | — | — | 1,792,000 | — | | TOTAL | 10,504,322 | 16,499,224 | 10,911,358 | 9,119,357 | | Richard Harbison | | | | | | Severance Payment | 3,988,336 | 6,281,414 | — | — | | Accelerated Equity | 5,503,814 | 8,465,798 | 8,465,798 | 8,465,798 | | Life Insurance | — | — | 1,900,000 | — | | TOTAL | 9,492,150 | 14,747,213 | 10,365,799 | 8,465,798 | | Vanessa A. Sutherland | | | | | | Severance Payment | 3,621,013 | 6,072,172 | — | — | | Accelerated Equity | 5,763,822 | 8,673,803 | 8,673,803 | 8,673,803 | | Life Insurance | — | — | 1,760,000 | — | | TOTAL | 9,384,835 | 14,745,975 | 10,433,803 | 8,673,803 |
ESTIMATED POTENTIAL PAYMENTS
| Executive Compensation Tables | 87 |
ESTIMATED POTENTIAL PAYMENTS
| CEO Pay Ratio |
ESTIMATED POTENTIAL PAYMENTS
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, of our median employee and the annual total compensation of our Chief Executive Officer, Mr. Lashier. For 2025, the annual total compensation of our Chief Executive Officer was 145 times that of the median of the annual total compensation of all employees, based on annual total compensation of $23,143,982 for the Chief Executive Officer and $159,592 for the median employee. For 2025, with the promotion of the previous median employee, we selected a new median employee whose compensation more closely reflected the median compensation level determined as of December 2023, in compliance with Item 402(c)(2)(x). This ratio is based on a December 1, 2023, employee population of 14,179, which, in accordance with SEC rules, excluded a total of 453 non-U.S. employees across Germany (296), Singapore (76), Austria (46), Canada (27), and China (8). The median employee was identified using annual base pay, annual bonus, and target LTI compensation using data as of November 30, 2023. The annual total compensation for our Chief Executive Officer includes both the amount reported in the “Total” column of the Summary Compensation Table of $23,113,403 and the estimated value of our Chief Executive Officer’s health and welfare benefits of $30,579. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
ESTIMATED POTENTIAL PAYMENTS
| 88 | Phillips 66 2026 Proxy Statement |
ESTIMATED POTENTIAL PAYMENTS
| Pay versus Performance |
ESTIMATED POTENTIAL PAYMENTS
We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings “Compensation Actually Paid” (“CAP”) have been calculated in a manner consistent with Item 402(v) of Regulation S-K. The methodology for calculating the CAP, including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table.
ESTIMATED POTENTIAL PAYMENTS
| Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(2) ($) | Compensation Actually Paid to Second PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2),(3) ($) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income (Loss) ($ MM) | Annual Adjusted PSP ROCE(5) (%) | | | | | | | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 23,113,403 | — | 32,433,844 | — | 7,441,786 | 9,973,548 | 224.57 | 342.94 | 4,528 | 9.5 | | 2024 | 22,586,946 | — | 20,026,633 | — | 7,234,588 | 5,645,898 | 191.02 | 283.16 | 2,175 | 7.0 | | 2023 | 19,409,262 | — | 34,732,785 | — | 8,830,452 | 18,432,934 | 216.10 | 250.96 | 7,239 | 16.9 | | 2022 | 18,229,917 | 16,288,870 | 36,488,607 | 24,349,594 | 7,564,734 | 12,019,418 | 162.32 | 193.73 | 11,391 | 24.5 | | 2021 | 20,953,206 | — | 21,535,633 | — | 8,163,303 | 7,817,258 | 108.50 | 132.63 | 1,594 | 8.5 |
ESTIMATED POTENTIAL PAYMENTS
(1)For 2025, 2024 and 2023, the first Principal Executive Officer ("PEO") reflected in column (b) refers to Mr. Lashier, President and Chief Executive Officer until May 15, 2024 and Chairman and Chief Executive Officer beginning on May 15, 2024. For 2022 and 2021, the first PEO reflected in column (b) refers to Greg Garland, Chairman and Chief Executive Officer until June 30, 2022 and Executive Chairman from July 1, 2022 to May 15, 2024. For 2022, the second PEO reflected in column (b) refers to Mr. Lashier, President and Chief Operating Officer until June 30, 2022, and President and Chief Executive Officer beginning July 1, 2022. (2)To calculate CAP for 2025, the following adjustments were made to Summary Compensation Table total compensation, in accordance with SEC rules.
ESTIMATED POTENTIAL PAYMENTS
| Compensation Actually Paid to PEO | 2025 (Mr. Lashier) | | Summary Compensation Table Total | 23,113,403 | | Less, value of “Stock Awards” reported in Summary Compensation Table | (16,185,204) | | Less, Change in Pension Value reported in Summary Compensation Table | (558,558) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 15,936,834 | | Plus, fair value as of vesting date of equity awards granted and vested in the year(a) | 167,495 | | Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 2,206,630 | | Plus (less), change in fair value from fiscal year end until the vesting date of equity awards granted in prior years that vested in the year | 7,045,496 | | Plus, the value of dividend equivalents or other earnings paid on equity awards in the year | 430,220 | | Plus, pension service cost for services rendered during the year | 277,529 | | Compensation Actually Paid to PEO | 32,433,844 |
ESTIMATED POTENTIAL PAYMENTS
(a)Represents value of RSUs withheld to satisfy Federal Insurance Contributions Act ("FICA") tax obligations.
ESTIMATED POTENTIAL PAYMENTS
| Pay versus Performance | 89 |
ESTIMATED POTENTIAL PAYMENTS
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | 7,441,786 | | Less, average value of “Stock Awards” reported in Summary Compensation Table | (4,679,860) | | Less, average Change in Pension Value reported in Summary Compensation Table | (450,684) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 4,548,116 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year(a) | 107,473 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 614,147 | | Plus (less), average change in fair value from fiscal year end until the vesting date of equity awards granted in prior years that vested in the year | 2,133,327 | | Plus, the average value of dividend equivalents or other earnings paid on equity awards in the year | 118,040 | | Plus, average pension service cost for services rendered during the year | 141,202 | | Average Compensation Actually Paid to Non-PEO NEOs | 9,973,548 |
ESTIMATED POTENTIAL PAYMENTS
(a)Represents value of RSUs withheld to satisfy FICA tax obligations. (3)The Non-PEO NEOs reflected in columns (d) and (e) represent the following individuals: For 2025, Mr. Mitchell, Mr. Mandell, Mr. Harbison, and Ms. Sutherland; for 2024, Mr. Mitchell, Mr. Mandell, Mr. Harbison, Ms. Sutherland, and Mr. Roberts; for 2023, Mr. Garland, Mr. Mitchell, Mr. Mandell, and Mr. Roberts, for 2022, Mr. Mitchell, Ms. Sutherland, Mr. Mandell, and Mr. Roberts; and for 2021, Mr. Lashier, Mr. Mitchell, Mr. Roberts, and Mr. Herman. (4)These values represent the cumulative value of a $100 investment in our common stock and in the peer group, including reinvestment of dividends, at market close on December 31, 2020. The Peer Group TSR in column (g) represents the market capitalization-weighted average of our peer group used for purposes of Item 201(e) of Regulation S-K, which is composed of: Delek US Holdings, Inc.; HF Sinclair Corporation; Marathon Petroleum Corporation; PBF Energy Inc.; Valero Energy Corporation; CVR Energy Inc.; Dow Inc.; Westlake Corporation; LyondellBasell Industries N.V; ONEOK, Inc.; Targa Resources Corp.; and The Williams Companies, Inc. (5)See Appendix A for a reconciliation of Adjusted PSP ROCE to the nearest GAAP financial measure.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE The charts that follow depict the relationship of CAP to our PEOs and other NEOs to (i) the TSR of the Company and its peer group (as described in Footnote 4 above), (ii) the Company's net income, and (iii) the Company's annual Adjusted PSP ROCE. Pursuant to Item 402(v) of Regulation S-K, CAP reflects adjustments to the fair value of equity awards during the years presented. Changes in our stock price and the projected and actual achievement of our performance goals greatly impact the total CAP reported for each year presented. For example, our annual TSR performance of 9%, 50%, 33%, -12%, and 18% for 2021, 2022, 2023, 2024, and 2025, respectively, contributed to significant changes in CAP values reported for each year.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
| 90 | Phillips 66 2026 Proxy Statement |
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
| CAP versus Total Shareholder Return |
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
The chart below illustrates the relationship between Compensation Actually Paid to our PEO(s), the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s and peer group cumulative TSR since December 31, 2020.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
| CAP versus Net Income |
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
The chart below illustrates the relationship between Compensation Actually Paid to our PEO(s), the average of Compensation Actually Paid to our non-PEO NEOs, and the Company's Net Income during the five most recently completed fiscal years.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
| Pay versus Performance | 91 |
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
| CAP versus Annual Adjusted PSP ROCE |
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
The chart below illustrates the relationship between Compensation Actually Paid to our PEO(s), the average of Compensation Actually Paid to our non-PEO NEOs, and the Company's three-year performance period average Adjusted PSP ROCE during the five most recently completed fiscal years.
What are the votes required to elect each director nominee and approve the other proposals?
What are the votes required to elect each director nominee and approve the other proposals? For Proposal 1, as required by Phillips 66’s By-Laws, each nominee requires the affirmative vote of a majority of the votes cast in person or by proxy at the meeting. Proposals 2 and 3 require approval of the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.