| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 6, 2026, the Board of Directors (the “Board”) of Phillips 66 (the “Company”), increased the size of the Board from 14 directors to 16 directors, and appointed Kevin O. Meyers and Howard I. Ungerleider to serve on the Board, effective immediately. Dr. Meyers was appointed to the class of directors whose term expires at the Company’s annual meeting of stockholders in 2027 and Mr. Ungerleider was appointed to the class of directors whose term expires at the Company’s annual meeting of stockholders in 2026 (the “Annual Meeting”). Both Dr. Meyers and Mr. Ungerleider qualify as independent directors. Each of Dr. Meyers and Mr. Ungerleider was appointed to the Audit & Finance Committee and the Public Policy and Sustainability Committee of the Board.
Dr. Meyers, age 72, currently serves on the board of directors of Precision Drilling Corporation (NYSE: PDS), a drilling company serving the energy industry, since September 2011. Dr. Meyers also served on the board of directors of Hess Corporation (formerly NYSE:HES), an exploration and production company, from 2013 to 2025, and as the Chairman of the board of directors of Denbury Inc. (formerly NYSE:DEN), a carbon capture, utilization and storage and enhanced oil recovery company, from 2020 to 2023. He was Special Advisor to the Chief Operating Officer of BG Group plc (formerly LSE: BG), a UK based energy company, from 2012 to 2014. Dr. Meyers previously served in various senior executive roles at ConocoPhillips (NYSE: COP), a leading oil and gas company, including Senior Vice President, Exploration and Production, Americas, from 2009 to 2010; President of ConocoPhillips Canada from 2006 to 2009; President of ConocoPhillips Russia and Caspian Region from 2004 to 2006; and President of ConocoPhillips Alaska from 2002 to 2004. Dr. Meyers began his career at Atlantic Richfield Company (“ARCO”), an independent oil and gas company, where he spent approximately 20 years in engineering, technical, and executive leadership positions, including serving as President of ARCO Alaska.
Mr. Ungerleider, age 57, currently serves as an Operating Advisor at Clayton Dubilier & Rice and holds board positions at Air Products, American Airlines, and Kyndryl. Previously, Mr. Ungerleider served as President and Chief Financial Officer at Dow Inc. (NYSE: DOW), a holding company for The Dow Chemical Company (formerly DowDuPont) and its consolidated subsidiaries, from 2018 to 2023. From 2017 to 2029, he also served as the Chief Financial Officer of The Dow Chemical Company. Prior to this, Mr. Ungerleider served in various senior executive roles at The Dow Chemical Company, including as Chief Financial Officer from 2017 to 2019 and as Vice Chairman, Executive Vice President and Chief Financial Officer from 2014 to 2017.
There are no arrangements or understandings pursuant to which Dr. Meyers or Mr. Ungerleider were appointed to the Board and neither Dr. Meyers nor Mr. Ungerleider have any direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Dr. Meyers and Mr. Ungerleider will each receive a pro-rated award of compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are more fully described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025, as may be amended from time to time.
In connection with Dr. Meyers and Mr. Ungerleider’s appointments, solely for the purpose of rebalancing the members of the Board into three classes that are as nearly equal in number as is reasonably possible, as required by the Company’s governing documents, Grace Puma Whiteford has been reclassified as a Class I director with a term expiring at the Company’s annual meeting of stockholders in 2028.
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