Item 5.02 Departure of Directors of Principal Officers; Election of Directors;

Appointment of Principal Officers.

On July 12, 2022, the Board of Directors (the "Board") of Phillips 66 (the "Company") appointed Mark E. Lashier and Gregory J. Hayes to serve on the Board. Mr. Lashier was appointed to the class of directors whose term expires at the Company's annual meeting of shareholders in 2024 and Mr. Hayes was appointed to the class of directors whose term expires at the annual meeting in 2023.

Mr. Lashier, age 60, was recently named as the Chief Executive Officer of Phillips 66 after serving as President and Chief Operating Officer since April 2021. He will serve on the Executive Committee of the Board.

Mr. Hayes, age 61, qualifies as an independent director and will serve on the Nominating and Governance Committee, Human Resources and Compensation Committee, and Public Policy and Sustainability Committee. Mr. Hayes is the Chairman and Chief Executive Officer of Raytheon Technologies Corporation, a position he has held since June 2021.

Mr. Hayes will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which are more fully described under the caption "Director Compensation" in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2022, as may be adjusted by the Board from time to time. Mr. Lashier will receive no additional compensation in connection with his service on the Board.

There are no arrangements or understandings pursuant to which Messrs. Lashier and Hayes were appointed to the Board and neither Mr. Lashier nor Mr. Hayes has any direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.


                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses