Phillips 66 Company

10/11/2024 | Press release | Distributed by Public on 10/11/2024 07:05

Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 10, 2024, the Board of Directors (the "Board") of Phillips 66 (the "Company"), increased the size of the Board from 13 directors to 14 directors, and appointed Grace Puma Whiteford to serve on the Board, effective immediately. Ms. Puma Whiteford was appointed to the class of directors whose term expires at the Company's annual meeting of shareholders in 2027. Ms. Puma Whiteford qualifies as an independent director and was appointed to the Human Resources and Compensation Committee and Public Policy and Sustainability Committee of the Board.
Ms. Puma Whiteford, age 61, is the former Executive Vice President, Chief Operations Officer at PepsiCo, Inc., a multinational food, snack, and beverage corporation. She held that position from 2017 until April 2022. Previously, Ms. Puma Whiteford served PepsiCo, Inc. as Senior Vice President, Chief Supply Officer and Senior Vice President, Global Chief Procurement Officer. She also served as Senior Vice President, Global Chief Procurement Officer at United Airlines Holdings, Inc. and held a variety of positions at Kraft Foods, Inc. and Motorola, Inc. Ms. Puma Whiteford currently serves on the board of directors of Target Corporation and Organon & Co. She also previously served on the board of directors of Williams-Sonoma, Inc.
There are no arrangements or understandings pursuant to which Ms. Puma Whiteford was appointed to the Board and Ms. Puma Whiteford does not have any direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Puma Whiteford will 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 3, 2024, as may be amended from time to time.
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