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

On July 14, 2021, the Board of Directors of Phillips 66 (the "Company") appointed Denise R. Cade and Douglas T. Terreson to serve as independent directors on the Board. Ms. Cade was appointed to the class of directors whose term expires at the Company's annual meeting of shareholders in 2023 and Mr. Terreson was appointed to the class of directors whose term expires at the annual meeting in 2024. Ms. Cade will serve as a member of the Audit and Finance Committee and the Public Policy and Sustainability Committee of the Board. Mr. Terreson will serve as a member of the Human Resources and Compensation Committee and the Public Policy and Sustainability Committee of the Board.

Ms. Cade, age 58, has served as the Senior Vice President, General Counsel and Corporate Secretary of IDEX Corporation since 2015, and has served on the Board of Directors of Teledyne Technologies since 2019. Mr. Terreson, age 59, most recently served as a Senior Advisor at Evercore.

Ms. Cade and Mr. Terreson will each receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which are more fully described under the caption "Non-Employee Director Compensation" in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2021, as may be adjusted by the Board from time to time.

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

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