Phillips 66
For the period ended May 13, 2026. Filed Apr 2, 2026.
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May 13, 2026 · Filed Apr 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Phillips 66
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2026 Annual Meeting of Shareholders
| Date and Time:May 13, 20268:00 a.m., Central TimePlace:The Annual Meeting will be held virtually by live audio webcast and can be accessed at www.cesonlineservices.com/psx26_vm.Who can vote:Shareholders of record at the close of business on March 20, 2026 (the "record date") may vote at the Annual Meeting and any adjournments or postponements.How to Vote:Online before the Annual Meeting:Visit the website on your proxy card or voting instruction form.Online at the Annual Meeting:See page 105 for instructions regarding how to vote online during the meeting at www.cesonlineservices.com/psx26_vm. If you hold your shares in an employee benefit plan, you must vote your shares prior to the Annual Meeting.By phone:Call the telephone number on your proxy card or voting instruction form.By mail:Complete, sign and return your proxy card or voting instruction form in the postage-paid envelope provided.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:This Notice and accompanying Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025, and form of proxy card are available at www.fcrvote.com/PSX. We are making these materials available beginning on April 2, 2026, to shareholders as of the record date. · Matters to be voted on: | ||
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| At the Annual Meeting, shareholders will be asked to vote on the following proposals: | ||
| PROPOSALS · DETAILS | ||
| 1 | Election of four Class II Directors named in this Proxy Statement to hold office until the 2029 Annual Meeting | Page 17 |
| 2 | Approval, on an advisory basis, of named executive officer compensation | Page 49 |
| 3 | Ratification of the appointment of our independent registered public accounting firm, Ernst & Young LLP | Page 94 |
| The 2026 Annual Meeting of Shareholders (the "Annual Meeting") will be held exclusively online. To join the meeting as a shareholder, you must pre-register at www.cesonlineservices.com/psx26_vm using the control number printed on your proxy card, voting instruction form, Notice of Internet Availability, or legal proxy provided to you by the broker that holds your shares. Other interested parties and shareholders who do not wish to vote during the meeting may join the meeting as a guest, in which case no control number is required. During the meeting, shareholders may ask questions. We will answer questions that comply with the meeting rules of conduct, subject to time constraints. Questions regarding personal matters or matters not relevant to the meeting will not be answered. For more information, please see the section Additional Information in this Proxy Statement.We encourage you to carefully review the proxy materials and vote your shares promptly, even if you plan to virtually attend the annual meeting.For the Board of Directors, | ||
| Vanessa A. SutherlandExecutive Vice President, Government Affairs, General Counsel and Corporate SecretaryApril 2, 2026 | ||
| Notice of 2026 Annual Meeting of Shareholders | 1 |
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Letters from Leadership
From our Chairman and Chief Executive Officer
Dear Fellow Shareholders,In 2025, Phillips 66 delivered strong results that reflected the continued execution of our strategy. We announced the next phase of our strategic priorities and made progress towards our 2027 financial and operational performance targets, all while maintaining disciplined capital allocation and an unwavering commitment to safety and sustainability.•World-Class Operations. We achieved record clean product yield and a third-consecutive year of above industry-average crude capacity utilization, displaying our commitment to improved performance in our Refining segment. Our Midstream segment also achieved record NGL transportation and fractionation volumes in 2025.•Disciplined Growth and Returns. We continued the expansion of our Midstream NGL wellhead-to-market platform through the acquisition of EPIC NGL (now renamed Coastal Bend) and reacted nimbly to favorable market conditions to acquire the remaining 50% interest in WRB Refining LP. We funded this growth with the disposition of non-core assets, including the partial sale of our Germany and Austria retail marketing business and divestments of both Coop Mineraloel AG and Gulf Coast Express Pipeline LLC. •Financial Strength and Flexibility. Last year, we remained agile in our use of available cash and proceeds from asset dispositions. We are targeting reductions of total debt to $17 billion by year-end 2027 and will continue to evaluate debt reduction opportunities as they arise.•Shareholder Returns. In 2025, we returned $3.1 billion to our shareholders, representing more than 50% of net operating cash flow, excluding working capital. Our operating and financial performance has also allowed us to increase our dividend by 10% since February 2025, reflecting our commitment to a secure, competitive and growing dividend.Our progress towards these priorities has enabled us to deliver a total shareholder return of 146% for the period from June 30, 2022, to March 20, 2026, outperforming the median of our performance peer group (defined on page 66).I would also like to take a moment to thank Glenn Tilton and Marna Whittington for their service on the Board, as they will both be retiring as of this year’s Annual Meeting. Glenn and Marna each joined the Board in 2012, with Glenn being a member of our inaugural Board following our separation from ConocoPhillips. They have each had a tremendous impact on Phillips 66, and we will miss their presence in the boardroom. As we look forward to a safe and successful year, I thank you for your continued investment in Phillips 66.
In safety, honor and commitment,
Mark E. LashierChairman and Chief Executive OfficerApril 2, 2026
| 2 | Phillips 66 2026 Proxy Statement |
From Our Lead Independent Director
Dear Fellow Shareholders,2025 was an eventful, transformative and challenging year for Phillips 66. With strong leadership from our management team and active oversight from the Board, Phillips 66 took important steps towards its strategic priorities and 2027 targets. We continued our commitment to world-class operations, while evaluating our portfolio and reacting quickly when acquisition or divestment opportunities arose. We also took steps to strengthen how we communicate with you, our shareholders. We recognize that hearing directly from a broader group of directors is valuable for our engagement programs. As a result, we had nine of our current Board members directly engage with shareholders in 2025, including two of our newest Board members, Michael Heim and Sigmund Cornelius. They shared their experiences of onboarding and incorporating into the Board, and how their participation in Board meetings shaped their perceptions of Phillips 66. We look forward to having them participate in more engagements in the future and share their unique view of Phillips 66 with our shareholders.As I prepare for my retirement from the Board, I must express my gratitude for Marna Whittington’s exemplary service to Phillips 66. Our constructive partnership over the years to address many topics will remain alive and well as new, skilled directors join the Board. I would also like to highlight some of our Board refreshment practices. In 2024, we retooled the membership of our various committees and appointed Greg Hayes as Chair of the Nominating and Governance Committee and Julie Bushman as the Chair of the Human Resources and Compensation Committee. Additionally, we have appointed ten new independent directors to the Board in the last five years, including Kevin O. Meyers and Howard I. Ungerleider, who were appointed in March of this year. We are very pleased to have Kevin and Howard on the Board, and we welcome their valuable industry expertise to our boardroom discussions. I am confident that with a strong Board behind them, our management team will execute their strategy and Phillips 66 will reinforce its position as the leading integrated downstream energy provider.On behalf of the Board, I join Mark in thanking you for choosing to invest in Phillips 66.Sincerely,
"I am confident that with a strong Board behind them, our management team will execute their strategy and Phillips 66 will reinforce its position as the leading integrated downstream energy provider."
| Letters from Leadership | 3 |
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| Notice of 2026 Annual Meeting of Shareholders | 1 |
|---|---|
| Letters from Leadership | 2 |
| Resources and Defined Terms | 5 |
| Proxy Summary | 6 |
| Agenda Items and Voting Recommendations | 6 |
| Business Overview and Performance Highlights | 7 |
| Board and Governance Highlights | 9 |
| Shareholder Outreach and Responsiveness | 11 |
| Board Overview and Director Nominees | 12 |
| Executive Compensation Program Overview | 13 |
| Our Strategic Approach to Sustainability | 14 |
| Communicating with Stakeholders Regarding Sustainability | 14 |
| Spotlight on Our GHG Emissions Intensity Reduction Targets | 15 |
| Forward-looking Statements, Website References and Links | 16 |
| Election of 4 Class II Directors to Hold Office until the 2029 Annual Meeting | 17 |
| Director Nominees | 17 |
| Majority Vote Standard & Director Resignation Policy | 17 |
| Director Experience, Qualifications and Key Skills | 17 |
| Class II Nominees Recommended by the Board Standing for Election | 18 |
| Continuing Directors | 22 |
| Director Demographics, Skills and Experiences Matrix | 32 |
| Corporate Governance | 33 |
| Board Composition Governance | 33 |
| Board Leadership Structure | 37 |
| Board Independence | 38 |
| Overview of Board Committees and Primary Responsibilities | 38 |
| Shareholder Outreach and Responsiveness | 41 |
| Board Oversight of Our Company | 43 |
| Meetings and Attendance | 45 |
| Board Education | 45 |
| Related Person Transactions | 45 |
| Director Compensation | 46 |
|---|---|
| Director Compensation Table | 48 |
| Advisory Approval of Executive Compensation | 49 |
| Compensation Discussion and Analysis | 50 |
| Executive Summary | 50 |
| Executive Compensation Program Overview | 53 |
| Executive Compensation Program Details | 56 |
| Participants in Compensation-Setting Process | 68 |
| Additional Compensation Practices | 71 |
| Executive Compensation Tables | 76 |
| CEO Pay Ratio | 88 |
| Pay versus Performance | 89 |
| Equity Compensation Plan Information | 93 |
| Ratification of the Appointment of Ernst & Young LLP | 94 |
| Ernst & Young LLP Fees | 95 |
| Audit and Finance Committee Report | 96 |
| Beneficial Ownership of Phillips 66 Securities | 97 |
| Securities Ownership of Certain Beneficial Owners | 97 |
| Securities Ownership of Officers and Directors | 98 |
| Delinquent Section 16(a) Reports | 99 |
| Additional Information | 100 |
| About the Annual Meeting | 100 |
| Virtual Meeting Information | 105 |
| General Information | 105 |
| Proxy Solicitation | 106 |
| Householding | 106 |
| Submission of Future Shareholder Proposals and Director Nominations | 106 |
| Appendix A: Non-GAAP Financial Measures | 108 |
NON-GAAP FINANCIAL MEASURES
This Proxy Statement contains certain financial measures, including "sustaining capital," “adjusted PSP ROCE,” “adjusted VCIP EBITDA,” “adjusted VCIP controllable costs,” and "net debt-to-capital ratio," that are not determined in accordance with GAAP and may not be defined and calculated by other companies using the same or similar terminology. Please see Appendix A: Non-GAAP Financial Measures, for further information on the non-GAAP financial measures used herein, including reconciliations to the most directly comparable GAAP financial measure when practicable.
| 4 | Phillips 66 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.