8-KLeadership Changes

Phillips 66 8-K Report, Executive Changes (Jul 13, 2022)

Filed July 13, 2022For Securities:PSX

Summary

Phillips 66 (PSX) announced a change in its Board of Directors on July 11, 2022, with the appointment of two new members. Mark E. Lashier, who was recently appointed CEO of Phillips 66, has joined the Board. His appointment fills a vacancy and he will serve on the Executive Committee. This move aligns the CEO's leadership with the company's strategic direction at the board level. Additionally, Gregory J. Hayes, Chairman and CEO of Raytheon Technologies Corporation, has been appointed as an independent director. Mr. Hayes's extensive experience in corporate leadership is expected to bring valuable perspectives to the Board, and he will serve on key committees including Nominating and Governance, Human Resources and Compensation, and Public Policy and Sustainability. These appointments are effective as of the filing date and are expected to enhance the board's oversight and strategic guidance.

Key Highlights

  • 1Mark E. Lashier, newly appointed CEO of Phillips 66, has been elected to the Board of Directors.
  • 2Gregory J. Hayes, Chairman and CEO of Raytheon Technologies Corporation, has been appointed as an independent director.
  • 3Mr. Lashier will serve on the Board's Executive Committee.
  • 4Mr. Hayes will serve on the Nominating and Governance Committee, Human Resources and Compensation Committee, and Public Policy and Sustainability Committee.
  • 5Mr. Hayes's appointment strengthens the board with an experienced independent director.
  • 6Mr. Lashier's board appointment ensures direct alignment between executive leadership and board strategy.
  • 7No new compensation will be provided to Mr. Lashier for his board service; Mr. Hayes will be compensated per standard non-employee director arrangements.

Frequently Asked Questions

Mark E. Lashier was appointed as he is the new Chief Executive Officer of Phillips 66, ensuring alignment between executive leadership and the Board. Gregory J. Hayes was appointed as an independent director to bring external expertise and diverse perspectives to the Board's oversight and strategic decision-making.

No, Mr. Lashier will not receive any additional compensation in connection with his service on the Board, as he is already an employee of the company and its CEO.

Mr. Hayes will serve on the Nominating and Governance Committee, the Human Resources and Compensation Committee, and the Public Policy and Sustainability Committee.

The filing states that there are no arrangements or understandings pursuant to which Mr. Lashier and Mr. Hayes were appointed to the Board, and neither has any direct or indirect material interest in any transactions that need to be disclosed under Item 404(a) of Regulation S-K.