Phillips 66 Issues Statement Following Glass Lewis and ISS Reports - Seite 2

• Consistent refreshment: Phillips 66 has added five new independent directors in the past four years to equip the Board with fresh perspectives and independent viewpoints. In its report, ISS acknowledged the Company’s board refreshment efforts, noting “Beginning in July 2020, the pace of board refreshment accelerated rapidly. The board appointed Julie Bushman early that month, Lisa Davis in October 2020, Denise Singleton and Doug Terreson in July 2021, and Greg Hayes in July 2022. Mark Lashier also joined in July 2022 in connection with his succession as CEO. Accompanying these appointments, Ferguson departed in August 2020, and McGraw and Tschinkel departed in March 2021.”

• Strong governance practices: The Board is firmly committed to declassification that would require all directors to stand election each year. The last attempt to do so received approval from 73% of outstanding shares.
  • In its report, ISS supported Phillips 66’s declassification proposal, arguing, “The proposed declassification, assuming it can clear the supermajority hurdle, would enhance board accountability to shareholders, and the resubmission of this proposal to a vote after it failed in prior years demonstrates a commitment to shareholders' interests on the part of management.”

• Early days in transformation strategy: ISS recognizes that Phillips 66 has improved its operating results since Mark Lashier stepped in as CEO on July 1, 2022 and achieved a total shareholder return above that of key competitors. ISS noted, “Since the appointment of Lashier as CEO through May 8, 2025, PSX has outperformed VLO by 20.9 percentage points.” Phillips 66 has made it clear that it is working to improve operations but is not satisfied with its results. In under three years, the Company has made progress on corporate cost takeout, refining performance, asset divestitures and more. These are facts recognized by the reports. These actions reflect a commitment to improvement that is continuing and will lead to further performance improvement and ultimately increased shareholder value.

• Relevant director skills: Phillips 66’s Board composition is closely aligned with the Company’s strategy and the issues raised in this campaign. Of the continuing Directors and nominees, six have refining experience, five have chemicals experience and five have midstream experience. The majority has experience in business transformations, several have expertise in finance and a number are experts in supply chains.² Notably, the Company’s Directors and nominees have overseen more than $300 billion in “breakup or major divestiture transactions.³

Phillips 66 encourages shareholders to reach their own informed conclusions.