8-KLeadership ChangesRegulation FDExhibits & Filings

Phillips 66 8-K Report, Executive Changes (Apr 12, 2022)

Filed April 12, 2022For Securities:PSX

Summary

Phillips 66 (PSX) announced a significant leadership transition in an 8-K filing dated April 12, 2022. Effective July 1, 2022, current CEO Greg C. Garland will retire from his CEO role but will continue as Executive Chairman of the Board until his expected retirement in 2024. This transition marks the end of Mr. Garland's tenure as CEO since the company's independent inception in 2012. The Board has appointed Mark E. Lashier, currently President and Chief Operating Officer, to succeed Mr. Garland as President and CEO. Mr. Lashier brings valuable experience, having previously served as President and CEO of Chevron Phillips Chemical Company LLC. The filing also details changes to the compensation packages for both executives, reflecting their new roles and responsibilities.

Key Highlights

  • 1Greg C. Garland is retiring as CEO of Phillips 66 effective July 1, 2022, after serving since the company's independence in 2012.
  • 2Mr. Garland will transition to Executive Chairman of the Board, with an anticipated retirement from that role in 2024.
  • 3Mark E. Lashier, currently President and COO, has been appointed as the new President and CEO, effective July 1, 2022.
  • 4Mr. Lashier's new annual base salary will be $1,500,000, with a target variable cash incentive of 150% of base salary.
  • 5Mr. Garland's base salary will be reduced to $1,000,000 in his Executive Chairman role, with his variable cash incentive target remaining at 160% of base salary.
  • 6Details on long-term incentive targets and new grant awards for Mr. Lashier are provided, indicating a significant compensation package.
  • 7The company issued a news release on April 12, 2022, announcing these leadership changes.

Frequently Asked Questions

This 8-K filing primarily announces a leadership transition at Phillips 66. Greg C. Garland is retiring as CEO and Mark E. Lashier will be taking over the CEO role.

Mr. Garland will continue with Phillips 66 as the Executive Chairman of the Board. He is expected to retire from this position in 2024.

Mark E. Lashier is currently the President and Chief Operating Officer of Phillips 66. Prior to that, he served as President and CEO of Chevron Phillips Chemical Company LLC from 2017 to 2021.

Mark E. Lashier's annual base salary will increase to $1,500,000, and his target opportunity for the variable cash incentive program will be 150% of his base salary. He will also receive a supplemental long-term incentive grant.