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

On July 16, 2021, Chukwuemeka A. Oyolu gave notice of his decision to resign from his position as Vice President and Controller (principal accounting officer) of Phillips 66 (the "Company").

J. Scott Pruitt will become the Company's Vice President and Controller (principal accounting officer), succeeding Mr. Oyolu, effective August 4, 2021. Mr. Pruitt, 56, has served as the Company's General Auditor since 2020. Before that, he served as Assistant Controller, External Reporting and Policy, from 2012 to 2020. Before joining the Company in 2012, Mr. Pruitt served in several finance leadership roles at ConocoPhillips.

In connection with Mr. Pruitt's new role, he will receive a one-time restricted stock unit ("RSU") award valued at $750,000 that cliff vests two years after the date of grant. His target opportunity in the Company's variable incentive compensation program will increase to 50% of his base salary and his 2022 long-term incentive grants will be 160% of his base salary, 50% of which will be performance shares, 25% of which will be stock options, and 25% of which will be RSUs. Additionally, Mr. Pruitt's outstanding grants under the Company's performance share program will be increased, on a pro-rata basis, to 80% of his base salary. There were no other material changes to Mr. Pruitt's compensation arrangements with the Company.

The selection of Mr. Pruitt to serve as the principal accounting officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Pruitt and any director or executive officer of the Company. Mr. Pruitt has not been a party to any transaction with the Company requiring disclosure under Item 404(a) of Regulation S-K.

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