Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Greg C. Garland, Chairman of the Board and Chief Executive Officer of
Phillips 66 (the "Company") announced today that he intends to retire from his
position as Chief Executive Officer of the Company effective July 1, 2022.
Mr. Garland has served in this capacity since the Company became an independent
company in May 2012. Mr. Garland will continue to serve as Executive Chairman of
the Board with an expected retirement date from that position in 2024.
Upon assuming the role of Executive Chairman of the Board, Mr. Garland's base
salary will be reduced to $1,000,000 from $1,675,008. The target opportunity for
Mr. Garland in the Company's variable cash incentive program ("VCIP") will
remain at 160% of his base salary. His actual VCIP payout, if any, will be based
on performance relative to the performance goals established under the VCIP.
Mr. Garland's 2022 long-term incentive target was reduced to $10,000,000 in the
form of 25% restricted stock units ("RSUs"), 25% stock options, and 50% under
the 2022-2024 performance share program ("PSP").
(c) The Board of Directors of the Company has appointed Mark E. Lashier to
become President and Chief Executive Officer effective July 1, 2022.
Mr. Lashier, age 60, currently serves as the President and Chief Operating
Officer of the Company, a position he has held since April 2021. Prior to
joining the Company, Mr. Lashier served as President and CEO of Chevron Phillips
Chemical Company LLC from 2017 to 2021.
In his role as President and Chief Executive Officer, Mr. Lashier's annual base
salary will be increased to $1,500,000. The target opportunity for Mr. Lashier
in the Company's VCIP will equal 150% of his base salary. His actual VCIP
payout, if any, will be based on performance relative to the performance goals
established under the VCIP. Mr. Lashier's 2022 long-term incentive target is
$6,503,750 in the form of 25% RSUs, 25% stock options, and 50% under the
2022-2024 PSP. In connection with this announcement, Mr. Lashier will receive a
supplemental long-term incentive grant with a grant date fair value of
approximately $462,500 in the form of RSUs and $462,500 in the form of stock
options.
There are no other arrangements or understandings between Mr. Lashier and any
other persons pursuant to which Mr. Lashier was appointed the Company's
President and Chief Executive Officer. There are also no family relationships
between Mr. Lashier and any director or executive officer of the Company.
Mr. Lashier has no direct or indirect interest in any transaction or proposed
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On April 12, 2022, the Company issued a news release announcing Mr. Garland's
retirement from his position as Chief Executive Officer and the appointment of
Mr. Lashier as President and Chief Executive Officer, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
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The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
Exhibit
No. Description
99.1 News release issued by the Company on April 12, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document (contained in Exhibit 101)
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