Phillips 66
For the period ended May 15, 2024. Filed Apr 3, 2024.
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May 15, 2024 · Filed Apr 3, 2024
Contents
Variable Cash Incentive Program (VCIP) Payout
VARIABLE CASH INCENTIVE PROGRAM (VCIP) – 2023 PAYOUT
The Company's 2023 actual performance resulted in a payout of 161% of target.
| ($MM) · Weight · Threshold · Target · Maximum · 2023 Actual · Payout | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Safety & Operating Excellence | |||||||||||
| Total Recordable Rate (TRR) | 7.5% | 0.18 | 0.16 | 0.13 | 0.12 | 150% | |||||
| Process Safety Event Rate – Tier 1 & 2 | 7.5% | 0.26 | 0.21 | 0.16 | 0.18 | 160% | |||||
| Asset Availability | 10% | 94.6% | 96.0% | 97.4% | 98.0% | 200% | |||||
| Environment | |||||||||||
| Lower-Carbon / GHG Priorities | 10% | - | - | - | - | 100% | |||||
| Environmental Performance | 5% | 0.131 | 0.114 | 0.097 | 0.083 | 200% | |||||
| High-Performing Organization | 10% | - | - | - | - | 125% | |||||
| Adjusted VCIP Controllable Costs(1) | 10% | $6,060 | $5,772 | $5,483 | $6,024 | 56% | |||||
| Adjusted VCIP EBITDA(1) | 40% | $4,102 | $7,170 | $8,091 | $12,672 | 200% | |||||
| TOTAL | 161% | ||||||||||
(1)See Appendix A for reconciliations to the nearest GAAP financial measure.
| Compensation Discussion and Analysis | 63 |
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2023 VCIP Performance Results by Metric
SAFETY & OPERATING EXCELLENCE
Safety: Safety is one of our core values, and maintaining a safe workplace is critical to our success.
Total Recordable Rate: Lowest-ever combined (Phillips 66 and DCP) injury rate of 0.12 represents a 15% improvement over the prior three-year average. The HRCC applied negative discretion to reduce the award in light of the severity of a contractor safety incident in 2023.
Tier 1 and 2 Process Safety Rate: Performance of 0.18 was tied for the second best performance in our history.
Asset Availability: Maximizing asset availability and minimizing unplanned downtime is critical to the efficiency and reliability of our operations. The asset availability metric is weighted at 50% for refining assets, 20% for pipeline and terminal assets, 15% for fractionation assets and 15% for DCP gas plants. Average full-year availability of 98.0% in 2023 was above the maximum performance level.
| Payout | |||
| Metric and Weighting | Threshold | Target | Maximum |
|---|---|---|---|
| Safety & Operating Excellence (25%) | |||
ENVIRONMENT
Lower-Carbon / GHG Priorities: We have set targets to reduce our Scope 1, 2 and 3 emissions, and in 2023, we progressed our lower-carbon initiatives by advancing our projects in renewable fuels, including Rodeo Renewed, and progressed projects in support of carbon capture and asset decarbonization through increased energy efficiency and increased use of renewable power sources.
Environmental Performance: Our environmental performance metric, which measures Environmental Agency Reportable events and spills, was 27% improved over target and 14% improved over maximum performance level.
| Payout | |||
| Metric and Weighting | Threshold | Target | Maximum |
|---|---|---|---|
| Environment (15%) | |||
HIGH-PERFORMING ORGANIZATION
Performance: Achieved $1.2 billion in sustainable run-rate savings as of year-end 2023, comprised of $900 million of cost reductions and $300 million of sustaining capital savings from employees' business transformation efforts.
Capability: Completed the successful integration of DCP's operations with the buy-in of DCP's public common units and integrated ~1,800 DCP employees into our workforce, capturing run-rate synergies of $250 million as of year-end 2023.
Culture: Maintained an engaged workforce with 95% retention of high performers, saw a significant increase in the hiring of underrepresented minorities, and enhanced workplace benefits.
| Payout | |||
| Metric and Weighting | Threshold | Target | Maximum |
|---|---|---|---|
| High-Performing Organization (10%) | |||
| 64 | Phillips 66 2024 Proxy Statement |
ADJUSTED VCIP CONTROLLABLE COSTS
Adjusted VCIP Controllable Costs measure elements of the Company's cost structure which are not directly impacted by commodity prices and thus are within management's ability to control and influence. In 2023, Adjusted VCIP Controllable Costs were above threshold performance but were 4% impaired versus target, mainly due to inflationary pressure.
| Payout | |||
| Metric and Weighting | Threshold | Target100% Payout | Maximum |
|---|---|---|---|
| Adjusted VCIP Controllable Costs (10%) | |||
ADJUSTED VCIP EBITDA
In 2023, Adjusted VCIP EBITDA exceeded our maximum performance level by $4.6 billion. Our outperformance was attributable to favorable market conditions and strong operating performance across all of our sectors.
| Payout | |||
| Metric and Weighting | Threshold | Target100% Payout | Maximum |
|---|---|---|---|
| Adjusted VCIP EBITDA (40%) | |||
New VCIP Developments for 2024:For 2024, the HRCC approved the following changes in the target setting approach for our Operational and Environmental metrics to increase their rigor and objectivity to elevate performance.•Safety & Operating Excellence: In setting the targets, we adopted the API recommended practice for the discrete segments of our operations – API 754 for Refining, Plants & Terminals and API 1186 for Pipelines. This will enable us to set appropriate targets and better measure performance. Targets are based on historical performance and will increase in rigor over time to drive continuous improvement.•Environmental: In response to shareholder feedback, we set quantitative targets for our Lower Carbon / GHG Priorities metric including a threshold, target and maximum across three performance categories: greenhouse gas intensity reductions, lower-carbon intensity investments and project ideation.
The total VCIP payout for each of our NEOs is shown in the table below.
| Name | 2023 EligibleEarnings($) | Target VCIPPercentage(%) | VCIP PayoutPercentage(%) | TotalPayout($) |
|---|---|---|---|---|
| (a) | (b) | (c) | (d) = (a)(b)(c) | |
| Mark Lashier(1) | 1,583,333 | 158% | 161% | 4,036,181 |
| Greg Garland | 1,000,000 | 160% | 161% | 2,576,000 |
| Kevin Mitchell | 989,753 | 100% | 161% | 1,593,503 |
| Brian Mandell | 850,802 | 90% | 161% | 1,232,812 |
| Tim Roberts | 971,567 | 90% | 161% | 1,407,800 |
(1)Mr. Lashier's target represents a weighted average as a result of his target changing in March 2023, described further under "2023 Compensation Actions Related to the CEO and Executive Chairman."
| Compensation Discussion and Analysis | 65 |
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