PROXY SUMMARY

Snapshot of 2020 Director Nominees

The following table provides summary information about each director nominee. For more information about our directors, seePROPOSAL 1: ELECTION OF DIRECTORS.

2019 Performance Highlights

Executive Compensation Highlights

our Public Policy and Sustainability Committee also have participated in our engagements with shareholders. More information about our engagement process can be found under CORPORATE RESPONSIBILITY.

BOARD HIGHLIGHTS

We currently have a classified Board, meaning our Board is divided into three classes of directors, with each class elected for a three-year term. This year, as we did in 2015, 2016 and 2018, we are submitting a proposal to shareholders to amend our organizational documents to declassify the Board over the next three years. If shareholders approve the proposal, beginning with the annual meeting in 2024, all directors will be elected annually. For more information, see PROPOSAL 2: MANAGEMENT PROPOSAL REGARDING THE ANNUAL ELECTION OF DIRECTORS.

Summarized information about our continuing directors and the nominees for election at this Annual Meeting is shown below. Earlier this year, Harold W. McGraw III and Victoria J. Tschinkel, each of whom had served on our Board since 2012, decided to retire in March and not stand for reelection at the Annual Meeting. As a result, Lisa A. Davis, who originally was appointed to the class of directors whose terms expire in 2023, will stand for election at this meeting in order to have the classes of directors as nearly equal as possible.

Current Nominees	Director Since	Independent	Committee Memberships						Other Public Boards
			AFC	HRCC	NGC	PPSC		EC
Julie L. Bushman	2020	✔	l			l			2
Lisa A. Davis	2020	✔		l		l			3
Directors whose terms expire in 2022
Greg C. Garland	2012								2
Gary K. Adams	2016	✔		l		l			1
John E. Lowe	2012	✔			l	l		l	2
Denise L. Ramos	2016	✔	l		l			l	2
Directors whose terms expire in 2023
Charles M. Holley	2019	✔	l			l			2
Glenn F. Tilton	2012	✔		l		l		l	2
Marna C. Whittington	2012	✔			l	l		l	2
AFC = Audit and Finance Compensation                               HRCC = Human Resources and NGC = Nominating and Governance                                      PPSC = Public Policy and Sustainability EC = Executive							l = Member		= Chair

Our Board seeks to achieve a diverse and broadly inclusive membership. Our directors bring varying perspectives to the Board by virtue of their backgrounds and experiences. The Board views diversity in terms of skills, as well as gender, age, race, ethnicity, background, tenures, professional experience and perspectives. In late 2019, Charles Holley was appointed to the Board and in 2020, Julie Bushman and Lisa Davis were both appointed. We believe these new directors add to the breadth of experience and perspective of our Board. Our Nominating and Governance Committee is focused on Board refreshment and evaluates directors’ skills in the context of our Company’s evolving business and prioritizes diversity to ensure effective Board oversight. To more completely convey our Board’s composition, we have included a skills matrix under the INFORMATION REGARDING THE BOARD OF DIRECTORS section of this Proxy Statement that our Nominating and Governance Committee uses to review and identify the competencies of directors and composition of the Board as a whole.

8 of 9 directors are independent	Average tenure of 4 years	45% gender diversity	Average age of 65

2020 PERFORMANCE HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation programs are designed to pay for performance. We link compensation to Company performance and use metrics that we believe will providedrive long-term shareholder value. Additionally, wevalue and that are aligned with Company strategy. We also align the interests of our executives with our shareholders through our equity compensation program. Below is a summary of some of the compensation best practices we follow:compensation.

2    2020 PROXY STATEMENT

PROXY SUMMARY

Key Elements of Compensation Programs

We provide our named executive officers with short- and long-term compensation opportunities that encourage performance to increase stockholder value while avoiding excessive risk-taking. Our compensation plans tie a substantial portion of our named executive officers’ overall target compensation to the achievement of performance goals and include equity-based compensation that aligns our executives’ interests with our shareholders.

Compensation Mix

Our executives’ compensation includes base salary, an annual bonus opportunity under our Variable Compensation Incentive PlanProgram (“VCIP”), and equity-based compensation, comprised ofincluding stock options, restricted stock units (“RSUs”) and awards under our Performance Share Program (“PSP”). The illustrations below show the percentage each pay element comprises of our CEO and other named executive officers’ (“NEOs’”) target total direct compensation for 2020.

Variable Compensation Incentive Plan

The VCIP program is designed to align annual bonus awards with shareholder interests and execution of our corporate strategy. Performance under the VCIP is based on both operational and financial metrics. In 2019,2020, 45% of VCIP iswas weighted to operational metrics (high-performing− operating excellence and high-performing organization and operating excellence)− and 55% iswas weighted to financial metrics (adjusted– adjusted EBITDA and adjusted controllable costs).costs. For 2021, the weighting has changed, and two new metrics were added – Low Carbon Priorities and Greenhouse Gas Priorities. These changes were made to reinforce our commitment to the energy transition and further align our compensation program with shareholder interests. More information can be found in the COMPENSATION DISCLOSURE AND ANALYSIS section of this Proxy Statement.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

2020 PROXY STATEMENT    3

PROXY SUMMARY

Corporate Responsibility and Sustainability

Our vision is to provide energy in ways that improve lives, which we reinforce through our core companyCompany values of safety, honor and commitment. Operational, economic, social and environmental sustainability is at the heart of how we deliver on our vision. By maintaining strong operating excellence, we are committed to safety, reliability and environmental stewardship while protectingdelivering shareholder value.

We also are committed to achieving a high-performing organization that is focused on culture, inclusion and diversity, as well as building community through volunteerism, financial support, and engagement, including community awareness and education.

More information can be found in theCORPORATE RESPONSIBILITY AND SUSTAINABILITYsection of this proxy statement.Proxy Statement.

INFORMATION REGARDING THE BOARD OF DIRECTORS

4    2020 PROXY STATEMENT

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines contain director independence standards, which are consistent with the listing standards of the NYSE. These standards assist the Board in determining the independence of the Company's directors. The Board of Directors has affirmatively determined that each director, other than Mr. Garland, meets our independence standards. Mr. Garland is not considered independent because he is an executive officer of the Company.

In making independence determinations, the Board specifically considered the fact that many of our directors are directors of companies with which we may conduct business. Additionally, some of our directors may purchase products, such as gasoline from our retail sites, from the Company. In all cases, it was determined that there are no relationships or transactions that are material to the Company or the director and accordingly, there are no relationships that would affect the independence of any director other than Mr. Garland.

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its committees without Company management present. These executive sessions are chaired by the Lead Director at Board meetings or by the committee chairs at committee meetings.

PROPOSAL 1: ELECTION OF DIRECTORSBOARD LEADERSHIP STRUCTURE

Chairman and CEO Roles

The Board of Directors believes that currently, it is in the best interests of the Company and shareholders to combine the roles of Chairman and CEO. However, there is no Company policy regarding whether the roles should be combined or separated, and our Corporate Governance Guidelines state that the Board will retain flexibility and periodically consider whether the roles should be separated and, if so, the Chairman should be an independent director or an employee. The Board believes that Mr. Garland’s extensive industry experience and direct, day-to-day involvement in managing the Company as the CEO makes him best suited to also serve as Chairman and guide the Board in setting Company priorities and addressing Company risks and challenges.

Independent Director Leadership

Our governing documentsCorporate Governance Guidelines state that when the Chairman of the Board is an employee of the Company, the non-employee directors will name a Lead Director. Glenn Tilton was appointed to serve as our Lead Director in 2016. As Lead Director, Mr. Tilton chairs executive sessions, coordinates the activities of the non-employee directors and performs other duties and responsibilities as determined by the Board, including:

The Board of Directors believes that its current structure and processes encourage its non-employee directors to be actively involved in guiding its work. The chairs of the Board's committees review their respective agendas and committee materials in advance of each meeting, communicating directly with other directors and members of management as each deems appropriate. Moreover, each director may suggest agenda items and raise matters that are not on the agenda at Board and committee meetings.

BOARD MEETINGS, COMMITTEES AND MEMBERSHIP

The Board of Directors met six times in 2020. In addition to the regularly scheduled meetings of the Board, in October of each year, the Board holds a two-day strategy session with members of management to provide deep dives into the Company’s operating segments and corporate functions. All of our directors attended at least 75% of the meetings of the Board and committees on which they served. Recognizing that director attendance at the Company's annual meeting can provide the Company's shareholders with an opportunity to communicate with the directors about issues affecting the Company, the Company actively encourages directors to attend the annual meetings of shareholders. All of our directors who were serving as such as of the date of our 2020 Annual Meeting attended virtually.

BOARD COMMITTEES AND MEMBERSHIP

The Board has five standing committees, as described below. The charters for each of the committees may be found in the “Investors” section on the Phillips 66 website (www.phillips66.com) under the “Corporate Governance” caption. Shareholders may also request printed copies of these charters by following the instructions located under ADDITIONAL INFORMATION. Other than our Executive Committee, all members of our Board’s committees meet the independence standards under our Corporate Governance Guidelines, the NYSE listing standards, and SEC rules or regulations, as applicable. The tables below show the composition of the committees as of March 15, 2021; as disclosed elsewhere in this Proxy Statement, Mr. McGraw and Ms. Tschinkel retired from the Board at the end of March 2021 and will not continue to serve as members of the committees.

To ensure continued Board effectiveness, the Nominating and Governance Committee periodically considers committee rotations, including in the event of a change in the composition of the Board. In 2020, J. Brian Ferguson, who previously had served as Chair of the Audit Committee, retired and the Nominating and Governance Committee recommended, and the Board approved, the appointment of Mr. Lowe as Chair of the Audit Committee and Ms. Ramos as Chair of the Public Policy and Sustainability Committee.

Additionally, in 2020 the Public Policy Committee changed its name to the Public Policy and Sustainability Committee. This name change was in connection with revisions to the committee’s charter that broadened the scope of its responsibilities to specifically include oversight of the Company’s sustainability program and initiatives.

BOARD'S ACTIVE ROLE IN RISK OVERSIGHT

The Company's management is responsible for the day-to-day conduct of our businesses and operations, including management of risks the Company faces. To fulfill this responsibility, our management has established an enterprise risk management (“ERM”) program. The program is designed to identify and facilitate the management of significant risks facing the Company as well as the approaches to addressing risks.

The Board of Directors has broad oversight responsibility over the Company's ERM program and receives management updates on its development and implementation. In this oversight role, the Board is responsible for satisfying itself that the risk management processes designed and implemented by the Company's management are functioning as intended, and that necessary steps are taken to foster a culture of risk-adjusted decision making throughout the organization.

The Board exercises its oversight responsibility for risk assessment and risk management directly and through its committees. However, the full Board maintains responsibility for oversight of strategic risks. Setting the strategic course of the Company and providing oversight of strategic risks involves a high level of constructive engagement between management and the Board. The Board regularly discusses the strategic priorities of the Company and the risks to the Company's successful execution of its strategy, including global economic and other significant trends, as well as changes in the energy industry and regulatory initiatives.

The Board of Directors receives regular updates from its committees on individual areas of risk falling within each committee's area of oversight and expertise, as outlined below.

Committee Risk Oversight Responsibilities

Audit Committee

The Audit Committee has primary responsibility for overseeing Phillips 66’s ERM program. The Audit Committee discusses the guidelines and policies to govern the process by which ERM is handled, and has been delegated responsibility to facilitate coordination among the Board's committees with respect to the Company's risk management programs. The Audit Committee’s meeting agendas throughout the year include discussions of individual risk areas, as well as an annual summary of the ERM process. The Audit Committee also oversees the Company’s information security (including cybersecurity) and technology risk management programs, which are fully integrated into the overall ERM program.

Public Policy and Sustainability Committee

The Public Policy and Sustainability Committee assists the Board in identifying, evaluating and reviewing social, political and environmental trends and related risks. It also reviews management's proposed actions to anticipate and adjust to such trends and manage risks to achieve the Company's long-term business goals. The Public Policy and Sustainability Committee considers risks relating to: (i) the health, safety and environmental matters; (ii) the Company’s lobbying priorities and activities; (iii) Company issues related to public policy, including political spending policies and practices; (iv) Company issues related to corporate social responsibility and sustainability; and (v) emerging issues potentially affecting the reputation of the energy industry and the Company.

Other Board Committees

The Board’s other committees oversee risks associated with their respective areas of responsibility. For example:

•  The Compensation Committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally, as well as corporate culture and human capital risks generally.

•  The Nominating and Governance Committee reviews policies and practices in the areas of corporate governance and is responsible for overseeing Board composition and director qualifications through the nomination process. Additionally, the Nominating and Governance Committee is responsible for CEO succession planning.

RELATED PARTY TRANSACTIONS

Our Code of Business Ethics and Conduct requires all directors and executive officers to promptly report any transactions or relationships that reasonably could be expected to constitute a related party transaction. The transaction or relationship is reviewed by the Company's management and the appropriate committee of the Board to ensure that it does not constitute a conflict of interest and is appropriately disclosed.

Additionally, the Nominating and Governance Committee conducts an annual review of related party transactions between each director and the Company and its subsidiaries in making recommendations to the Board regarding the continued independence of each director. Since January 1, 2020, there have been no related party transactions in which the Company or a subsidiary was a participant and in which any director, executive officer, or any of their immediate family members had a direct or indirect material interest.

The Nominating and Governance Committee also considered relationships that, while not constituting related party transactions where a director had a direct or indirect material interest, nonetheless involved transactions between the Company and an organization with which a director is affiliated, either directly or as a partner, shareholder or officer. The Nominating and Governance Committee determined that there were no transactions impairing the independence of any member of the Board.

DIRECTOR QUALIFICATIONS AND NOMINATION PROCESS

Director Skills and Qualifications Aligned with Company Strategy

In evaluating potential candidates for nomination to the Board, as well as evaluating the Board's overall composition, the Nominating and Governance Committee and the Board consider several factors. First, all directors are expected to possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company's shareholders. Additionally, directors are expected to devote sufficient time and effort to their duties as a director.

The Nominating and Governance Committee believes that the Board should reflect a range of talents, ages, skills, experiences, diversity, and expertise sufficient to provide sound and prudent guidance with respect to the Company's strategic and operational objectives. The Board has committed to seeking women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new directors.

The core skills and qualifications considered in evaluating director nominees and Board composition as a whole are described below.

Board Refreshment

The Board strives to maintain an appropriate balance of tenure, turnover, diversity, skills and experience. Our average director tenure is five years, representing an appropriate balance of tenures. The Board does not maintain term limits, as the Board believes that continuity of service can provide stability and valuable insight. Our Corporate Governance Guidelines include a mandatory retirement that provides that no director may serve past the annual meeting immediately following his or her 75^th birthday. The average age of our continuing directors is 65.

The Board ensures refreshment and continued effectiveness through evaluation, nomination, and other policies, processes and practices. For example:

Recent Board Refreshment

In 2020, the Board appointed Julie L. Bushman and Lisa A. Davis. These directors’ skills and perspectives further enhance our diversity and expertise in the boardroom. Their appointments were informed by the Board’s continued focus on its composition, as well as insights provided through the Board’s annual self-evaluation process. In March of this year, Harold W. McGraw III and Victoria J. Tschinkel, who have served on our Board since 2012, informed us that they would be retiring from the Board and not standing for reelection at this Annual Meeting.

How We Select Our Director Nominees

The Board is responsible for nominating directors are divided into three classes, with one class being elected each year for a three-year term. Based onand filling vacancies that may occur between annual meetings, based upon the recommendation of the Nominating and Governance Committee. The Nominating and Governance Committee considers the Board has nominated each ofCompany’s current needs and long-term and strategic plans to determine the skills, experience and characteristics needed by our Board. The Nominating and Governance Committee identifies, considers and recommends director nominees set forth belowcandidates to stand for election at the Annual Meeting. The term for the directors to be elected this year will expire at the annual meeting of shareholders held in 2023. Each nominee requires the affirmative vote of a majority of the votes cast in person or by proxy at the meeting.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF CHARLES M. HOLLEY, GLENN F. TILTON AND MARNA C. WHITTINGTON.

Our Board of Directors

Each of our directors is elected to serve until his or her successor is duly elected and qualified. If a nominee is unavailable for election, proxy holders may vote for another nominee proposed by the Board of Directors with the goal of creating a balance of knowledge, experience and diversity. Generally, the Nominating and Governance Committee identifies candidates through the use of a search firm or as an alternative,the business and organizational contacts of directors and management. In 2018, the Board amended our Corporate Governance Guidelines to formalize its commitment to ensuring that the pool of Directors may reducecandidates in any search process for new directors includes diverse candidates.

Shareholder Recommendation of Candidates

The Nominating and Governance Committee will consider director candidates recommended by shareholders. A shareholder wishing to recommend a candidate for nomination by the number of directors to be elected atNominating and Governance Committee should follow the Annual Meeting.

Any director vacancies created between annualprocedures described under SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS. In addition, the shareholder meetings (such as by a current director’s death, resignation or removal for cause or an increase in the number of directors) may be filled by a majority vote of the remaining directors then in office. Any director appointed in this manner would hold office for a term expiring at the annual meeting of shareholders at which the term of office of the class to which he or she has been appointed expires. If a vacancy results from an action of our shareholders, only our shareholders would be entitled to elect a successor.

Director Biographies

Set forth below isshould provide such other information as of March 11, 2020, regarding the nominees for election. We have provided the most significant experiences and qualifications that leddeemed relevant to the conclusion that each director or director nominee should serve as one of our directors. No family relationship exists among any of our directors, director nominees or executive officers. There is no arrangement between any director or director nomineeNominating and any other person pursuant to which he or she was, or is to be, selected as a director or director nominee.

Director Nominees

The following three directors will seek election at this year’s Annual Meeting for a term expiring in 2023.Governance Committee's evaluation. Candidates recommended by the Company's

shareholders are evaluated on the same basis as candidates recommended by the Company's directors, management, third-party search firms or other sources.

BOARD SKILLS AND EXPERIENCE

Throughout the year, the Board continued its proactive assessment of board succession planning and refreshment. The Nominating and Governance Committee and full Board works to ensure we maintain a Board that embodies a broad and diverse set of experiences, qualifications, attributes and skills to provide effective oversight of management and the Company. When seeking new candidates, the Board considers a diverse pool of qualified candidates who could potentially serve as Board members. We view diversity in terms of skills, as well as gender, age, race, ethnicity, background, professional experience and perspectives.

As the needs of the Company change, the Board revisits the skills and experiences it seeks. Included in the matrix below are the core skills and experiences of C-suite, environmental, risk management, international/global and industry experience, as well as additional skills and experiences the Board currently considers, for our continuing directors.

*As of March 15, 2021

2020 PROXY STATEMENT    5

PROPOSAL 1: ELECTION OF DIRECTORS

Directors Whose Terms Expire at the 2021 Annual Meeting

6    2020 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

Directors Whose Terms Expire at the 2022 Annual MeetingBoard Refreshment

2020 PROXY STATEMENT    7

PROPOSAL 1: ELECTION OF DIRECTORS

8    2020 PROXY STATEMENT

CORPORATE GOVERNANCE AT PHILLIPS 66

Phillips 66 is committed to effective corporate governance and high ethical standards. We believe that corporate governance, including our values of safety, honor and commitment, is the foundation for financial integrity, investor confidence and sustainable performance. Our values guide how our 14,500 employees conduct business every day and how the Board believes that continuity of Directors overseesservice can provide stability and counsels management in the long-term interest of the Company, our shareholders and other stakeholders. We continuously strive to meet our vision of providing energy and improving lives, guided by our four pillars of sustainability:

valuable insight. Our Board of Directors has adopted Corporate Governance Guidelines include a mandatory retirement that establishprovides that no director may serve past the annual meeting immediately following his or her 75^th birthday. The average age of our continuing directors is 65.

The Board ensures refreshment and continued effectiveness through evaluation, nomination, and other policies, processes and practices. For example:

Recent Board Refreshment

In 2020, the Board appointed Julie L. Bushman and Lisa A. Davis. These directors’ skills and perspectives further enhance our diversity and expertise in the boardroom. Their appointments were informed by the Board’s continued focus on its composition, as well as insights provided through the Board’s annual self-evaluation process. In March of this year, Harold W. McGraw III and Victoria J. Tschinkel, who have served on our Board since 2012, informed us that they would be retiring from the Board and not standing for reelection at this Annual Meeting.

How We Select Our Director Nominees

The Board is responsible for nominating directors are expected to possessand filling vacancies that may occur between annual meetings, based upon the highest personal and professional ethics, integrity and values and be committed to representing the long-term interestsrecommendation of the Nominating and Governance Committee. The Nominating and Governance Committee considers the Company’s shareholders.current needs and long-term and strategic plans to determine the skills, experience and characteristics needed by our Board. The Nominating and Governance Committee identifies, considers and recommends director candidates to the Board of Directors also are expectedwith the goal of creating a balance of knowledge, experience and diversity. Generally, the Nominating and Governance Committee identifies candidates through the use of a search firm or the business and organizational contacts of directors and management. In 2018, the Board amended our Corporate Governance Guidelines to devote sufficient time and effortformalize its commitment to their duties as a director.ensuring that the pool of candidates in any search process for new directors includes diverse candidates.

Shareholder Recommendation of Candidates

The Nominating and Governance Committee believes thatwill consider director candidates recommended by shareholders. A shareholder wishing to recommend a candidate for nomination by the Nominating and Governance Committee should follow the procedures described under SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS. In addition, the shareholder should provide such other information deemed relevant to the Nominating and Governance Committee's evaluation. Candidates recommended by the Company's

shareholders are evaluated on the same basis as candidates recommended by the Company's directors, management, third-party search firms or other sources.

BOARD SKILLS AND EXPERIENCE

Throughout the year, the Board should reflectcontinued its proactive assessment of board succession planning and refreshment. The Nominating and Governance Committee and full Board works to ensure we maintain a rangeBoard that embodies a broad and diverse set of talents, ages,experiences, qualifications, attributes and skills experiences, diversity, and expertise sufficient to provide soundeffective oversight of management and prudent guidance with respect to the Company’s strategic and operational objectives. TheCompany. When seeking new candidates, the Board has committed to seeking women and minorityconsiders a diverse pool of qualified candidates who could potentially serve as Board members. We view diversity in terms of skills, as well as candidates with diverse backgrounds,gender, age, race, ethnicity, background, professional experience and perspectives.

As the needs of the Company change, the Board revisits the skills and experiences as part ofit seeks. Included in the search process for new directors.

The followingmatrix below are keythe core skills and qualifications considered in evaluating director nomineesexperiences of C-suite, environmental, risk management, international/global and Board compositionindustry experience, as a whole. The Board determined that a mix of thesewell as additional skills and qualifications providesexperiences the composition necessary to effectively oversee the Company’s execution of its strategy.Board currently considers, for our continuing directors.

2020 PROXY STATEMENT    9*As of March 15, 2021

CORPORATE GOVERNANCE AT PHILLIPS 66

To further ensure continued Board effectiveness, the Nominating and Governance Committee periodically considers Board committee rotations, including in the event of a change in the composition of the Board. Additionally, the Nominating and Governance Committee’s charter provides that in all cases, committee rotations will be considered every three years for all committees other than Audit and Finance, the rotation of which will be considered every three to six years.

How We Select Our Director Nominees

The Board is responsible for nominating directors and filling vacancies that may occur between annual meetings, based upon the recommendation of the Nominating and Governance Committee. The Nominating and Governance Committee considersbelieves that the Company’s current needsBoard should reflect a range of talents, ages, skills, experiences, diversity, and long-termexpertise sufficient to provide sound and strategic plans to determine the skills, experience and characteristics needed by our Board. The Nominating and Governance Committee identifies, considers and recommends director candidatesprudent guidance with respect to the Company's strategic and operational objectives. The Board of Directors with the goal of creating a balance of knowledge, experience and diversity. Generally, the Nominating and Governance Committee identifies candidates through the use of a search firm or the business and organizational contacts of directors and management. In 2018, the Board formalized its commitmenthas committed to seeking women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new directors.

When evaluating candidates, the Nominating and Governance Committee takes into consideration the key qualifications and skills described above. The Nominating and Governance Committee also considers whether potential candidates will likely satisfy independence standards for service on the Board and its committees.

Shareholder Recommendation of Candidates and Nomination of Candidates

The Nominatingcore skills and Governance Committee will considerqualifications considered in evaluating director candidates recommended by shareholders. A shareholder wishing to recommend a candidate for nomination by the Nominatingnominees and Governance Committee should follow the same procedures referred to below for nominations to be made directly by a shareholder. In addition, the shareholder should provide such other information deemed relevant to the Nominating and Governance Committee’s evaluation. Candidates recommended by the Company’s shareholders are evaluated on the same basis as candidates recommended by the Company’s directors, management, third-party search firms or other sources.

OurBy-Laws permit proxy access for shareholders. Shareholders who wish to nominate directors for inclusion in our proxy statement or directly at an annual meeting in accordance with ourBy-Laws should follow the procedures described underSUBMISSION OF FUTURE SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS.

Majority Voting

To be elected, a director must receive a majority of the votes cast with respect to that director at the meeting. OurBy-Laws provide that if the number of shares voted “for” a nominee who is servingBoard composition as a director (an incumbent) does not exceed 50% of the votes cast with respect to that director, he or she will tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Within 90 days of the certification of the shareholder vote, the Board is required to decide whether to accept the resignation and publicly disclose its decision-making process.

In a contested election, where the number of nominees exceeds the number of directors to be elected, the required vote would be a plurality of votes cast.

2020 PROXY STATEMENT    11

CORPORATE GOVERNANCE AT PHILLIPS 66

Director Independence

Our Corporate Governance Guidelines contain director independence standards, whichwhole are consistent with the standards set forth in the NYSE listing standards. These standards assist the Board of Directors in determining the independence of the Company’s directors. The Board of Directors has affirmatively determined that each director, except Mr. Garland, meets our independence standards. Mr. Garland is not considered independent because he is an executive officer of the Company.

In making independence determinations, the Board specifically considered the fact that many of our directors are directors or otherwise affiliated with companies with which we conduct business. Additionally, some of our directors may purchase products, such as gasoline from our retail sites, from the Company. In all cases, it was determined that the nature of the business conducted and the interest of the director by virtue of such position were immaterial both to the Company and to the director.

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its committees without Company management present. These executive sessions are chaired by the Lead Director at Board meetings or by the Committee Chairs at Committee meetings.

BOARD LEADERSHIP STRUCTURE

Chairman and CEO Roles

The Board of Directors believes that no single organizational model is the most effective in all circumstances. As a consequence, the Board periodically considers whether the offices of Chairman and CEO should continue to be combined and who should serve in such capacities.

Although the Board of Directors has the authority to separate the positions of Chairman and CEO if it deems appropriate, the Board believes it is in the best interest of the Company’s shareholders to combine them. Doing so enables one person to guide the Board in setting priorities for the Company and in addressing the risks and challenges the Company faces. The Board of Directors believes that, while itsnon-employee directors bring a diversity of skills and perspectives to the Board, the Company’s CEO, by virtue of hisday-to-day involvement in managing the Company, currently is best suited to serve as Chairman and perform this unified role.

Independent Director Leadership

Glenn Tilton has served as our Lead Director since February 2016. In appointing a Lead Director, the Board of Directors considered it useful and appropriate to designate an independent director to serve in a lead capacity to coordinate the activities of thenon-employee directors and to perform such other duties and responsibilities as the Board of Directors may determine. In his role as Lead Director, Mr. Tilton:

12    2020 PROXY STATEMENT

CORPORATE GOVERNANCE AT PHILLIPS 66

The Board of Directors believes that its current structure and processes encourage itsnon-employee directors to be actively involved in guiding its work. The chairs of the Board’s committees review their respective agendas and committee materials in advance of each meeting, communicating directly with other directors and members of management as each deems appropriate. Moreover, each director may suggest agenda items and raise matters that are not on the agenda at Board and committee meetings.

BOARD MEETINGS, COMMITTEES, AND MEMBERSHIP

The Board of Directors met six times in 2019. All of our directors attended at least 75% of the meetings of the Board and committees on which they served.

Recognizing that director attendance at the Company’s annual meeting can provide the Company’s shareholders with an opportunity to communicate with the directors about issues affecting the Company, the Company actively encourages directors to attend the annual meetings of Shareholders. All of our directors, other than Mr. Holley, who was not yet serving on the Board, attended the 2019 Annual Meeting of Shareholders.

BOARD COMMITTEE MEMBERSHIP

The table below shows the membership of each of the Board’s committees, as well as information about each committee’s primary responsibilities.described below.

2020 PROXY STATEMENT    13

CORPORATE GOVERNANCE AT PHILLIPS 66

14    2020 PROXY STATEMENT

CORPORATE GOVERNANCE AT PHILLIPS 66

The charters for our Audit and Finance Committee (the “Audit Committee”), Human Resources and Compensation Committee (the “Compensation Committee”), Nominating and Governance Committee, Public Policy Committee and Executive Committee can be found in the “Investors” section on the Phillips 66 website (www.phillips66.com) under the “CorporateGovernance” caption. Shareholders may also request printed copies of these charters by following the instructions located underAVAILABLE INFORMATION.

2020 PROXY STATEMENT    15

CORPORATE GOVERNANCE AT PHILLIPS 66

BOARD’S ROLE IN RISK OVERSIGHT

The Company’s management is responsible for theday-to-day conduct of our businesses and operations, including management of risks the Company faces. To fulfill this responsibility, our management has established an enterprise risk management (“ERM”) program. The program is designed to identify and facilitate the management of significant risks facing the Company as well as the approaches to addressing risks.

The Board of Directors has broad oversight responsibility over the Company’s ERM program and receives management updates on its development and implementation. In this oversight role, the Board of Directors is responsible for satisfying itself that the risk management processes designed and implemented by the Company’s management are functioning as intended, and that necessary steps are taken to foster a culture of risk-adjusted decision making throughout the organization.

The Board of Directors exercises its oversight responsibility for risk assessment and risk management directly and through its committees. However, the full Board maintains responsibility for oversight of strategic risks. Setting the strategic course of the Company and providing oversight of strategic risks involves a high level of constructive engagement between management and the Board. The Board regularly discusses the strategic priorities of the Company and the risks to the Company’s successful execution of its strategy, including global economic and other significant trends, as well as changes in the energy industry and regulatory initiatives.

The Board of Directors receives regular updates from its committees on individual areas of risk falling within each committee’s area of oversight and expertise, as outlined below.

Committee Risk Oversight Responsibilities

Audit and Finance Committee

The Audit Committee has primary responsibility for overseeing Phillips 66’s ERM program. The Audit Committee discusses the guidelines and policies to govern the process by which ERM is handled, and has been delegated responsibility to facilitate coordination among the Board’sBoard's committees with respect to the Company’sCompany's risk management programs.

The Audit Committee is responsible for overseeingCommittee’s meeting agendas throughout the integrityyear include discussions of individual risk areas, as well as an annual summary of the Company’s financial statements; the independent auditors’ qualifications and independence; the performance of the Company’s internal audit function; and its system of internal control over financial reporting.ERM process. The Audit Committee also reviewsoversees the Company’s information security (including cybersecurity) and receives briefings concerning information technology (including cybersecurity), compliance with laws and regulatory requirements, and major financial exposures.risk management programs, which are fully integrated into the overall ERM program.

Human ResourcesPublic Policy and CompensationSustainability Committee

The Public Policy and Sustainability Committee assists the Board in identifying, evaluating and reviewing social, political and environmental trends and related risks. It also reviews management's proposed actions to anticipate and adjust to such trends and manage risks to achieve the Company's long-term business goals. The Public Policy and Sustainability Committee considers risks relating to: (i) the health, safety and environmental matters; (ii) the Company’s lobbying priorities and activities; (iii) Company issues related to public policy, including political spending policies and practices; (iv) Company issues related to corporate social responsibility and sustainability; and (v) emerging issues potentially affecting the reputation of the energy industry and the Company.

Other Board Committees

The Board’s other committees oversee risks associated with their respective areas of responsibility. For example:

•  The Compensation Committee overseesconsiders the Company’srisks associated with our compensation policies and practices for both executive compensation and talent management programs. The Compensation Committee evaluates whether our compensation programsgenerally, as well as corporate culture and practices create excessivehuman capital risks and determines whether any changes to those programs and practices are warranted. The Compensation Committee also ensures that our compensation programs align with long-term interests of shareholders and are effective in retaining top talent. Finally, the Compensation Committee ensures the development of a diverse talent pool with respect to CEO and senior management succession planning.generally.

Nominating and Governance Committee

•  The Nominating and Governance Committee reviews policies and practices in the areas of corporate governance and is responsible for overseeing Board composition and director qualifications through the nomination process. Additionally, the Nominating and Governance Committee is responsible for CEO succession planning.

Public Policy Committee

16    2020 PROXY STATEMENT

CORPORATE GOVERNANCE AT PHILLIPS 66

RELATED PARTY TRANSACTIONS

Our Code of Business Ethics and Conduct requires all directors and executive officers to promptly report any transactions or relationships that reasonably could be expected to constitute a related party transaction. The transaction or relationship is reviewed by the Company’sCompany's management and the appropriate committee of the Board to ensure that it does not constitute a conflict of interest and is appropriately disclosed.

Additionally, the Nominating and Governance Committee conducts an annual review of related party transactions between each director and the Company and its subsidiaries in making recommendations to the Board regarding the continued independence of each director. Since January 1, 2019,2020, there have been no related party transactions in which the Company or a subsidiary was a participant and in which any director, executive officer, or any of their immediate family members had a direct or indirect material interest.

The Nominating and Governance Committee also considered relationships that, while not constituting related party transactions where a director had a direct or indirect material interest, nonetheless involved transactions between the Company and an organization with which a director is affiliated, either directly or as a partner, shareholder or officer. The Nominating and Governance Committee determined that there were no transactions impairing the independence of any member of the Board.

COMPENSATION COMMITTEE INTERLOCKSDIRECTOR QUALIFICATIONS AND INSIDER PARTICIPATIONNOMINATION PROCESS

Director Skills and Qualifications Aligned with Company Strategy

In evaluating potential candidates for nomination to the Board, as well as evaluating the Board's overall composition, the Nominating and Governance Committee and the Board consider several factors. First, all directors are expected to possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company's shareholders. Additionally, directors are expected to devote sufficient time and effort to their duties as a director.

The CompensationNominating and Governance Committee consistsbelieves that the Board should reflect a range of Marna C. Whittington, Gary K. Adams,talents, ages, skills, experiences, diversity, and expertise sufficient to provide sound and prudent guidance with respect to the Company's strategic and operational objectives. The Board has committed to seeking women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new directors.

The core skills and qualifications considered in evaluating director nominees and Board composition as a whole are described below.

Board Refreshment

The Board strives to maintain an appropriate balance of tenure, turnover, diversity, skills and experience. Our average director tenure is five years, representing an appropriate balance of tenures. The Board does not maintain term limits, as the Board believes that continuity of service can provide stability and valuable insight. Our Corporate Governance Guidelines include a mandatory retirement that provides that no director may serve past the annual meeting immediately following his or her 75^th birthday. The average age of our continuing directors is 65.

The Board ensures refreshment and continued effectiveness through evaluation, nomination, and other policies, processes and practices. For example:

Recent Board Refreshment

In 2020, the Board appointed Julie L. Bushman and Lisa A. Davis. These directors’ skills and perspectives further enhance our diversity and expertise in the boardroom. Their appointments were informed by the Board’s continued focus on its composition, as well as insights provided through the Board’s annual self-evaluation process. In March of this year, Harold W. McGraw III and Glenn F. Tilton, each of whomVictoria J. Tschinkel, who have served on our Board since 2012, informed us that they would be retiring from the Board and not standing for reelection at this Annual Meeting.

How We Select Our Director Nominees

The Board is an independent director. Noneresponsible for nominating directors and filling vacancies that may occur between annual meetings, based upon the recommendation of the Nominating and Governance Committee. The Nominating and Governance Committee considers the Company’s current needs and long-term and strategic plans to determine the skills, experience and characteristics needed by our Board. The Nominating and Governance Committee identifies, considers and recommends director candidates to the Board of Directors with the goal of creating a balance of knowledge, experience and diversity. Generally, the Nominating and Governance Committee identifies candidates through the use of a search firm or the business and organizational contacts of directors and management. In 2018, the Board amended our Corporate Governance Guidelines to formalize its commitment to ensuring that the pool of candidates in any search process for new directors includes diverse candidates.

Shareholder Recommendation of Candidates

The Nominating and Governance Committee will consider director candidates recommended by shareholders. A shareholder wishing to recommend a candidate for nomination by the Nominating and Governance Committee should follow the procedures described under SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS. In addition, the shareholder should provide such other information deemed relevant to the Nominating and Governance Committee's evaluation. Candidates recommended by the Company's

shareholders are evaluated on the same basis as candidates recommended by the Company's directors, management, third-party search firms or other sources.

BOARD SKILLS AND EXPERIENCE

Throughout the year, the Board continued its proactive assessment of board succession planning and refreshment. The Nominating and Governance Committee and full Board works to ensure we maintain a Board that embodies a broad and diverse set of experiences, qualifications, attributes and skills to provide effective oversight of management and the Company. When seeking new candidates, the Board considers a diverse pool of qualified candidates who could potentially serve as Board members. We view diversity in terms of skills, as well as gender, age, race, ethnicity, background, professional experience and perspectives.

As the needs of the Company change, the Board revisits the skills and experiences it seeks. Included in the matrix below are the core skills and experiences of C-suite, environmental, risk management, international/global and industry experience, as well as additional skills and experiences the Board currently considers, for our continuing directors.

*As of March 15, 2021

Directors Whose Terms Expire at the 2022 Annual Meeting

	Greg C. Garland, 63 – Director since 2012 Chairman and CEO of Phillips 66 (2012 to present) Experience: Mr. Garland brings extensive knowledge of all aspects of our business and industry, having served in executive positions at ConocoPhillips, as president and chief executive officer of Chevron Phillips Chemical Company, and currently as the chairman and chief executive officer of Phillips 66 Partners. Through his more than 35 years of service and experience in the energy industry, Mr. Garland brings to the Board each of the key skills we seek in a director.
Committees: Executive (Chair)		Key Skills: C-Suite, Finance, Global Business, Risk Management, Environmental, Industry	Other current directorships: Amgen and Phillips 66 Partners

	Gary K. Adams, 70 – Director since 2016 Former Chief Advisor - Chemicals for IHS Markit (2011 to 2017), Director of Westlake Chemical Partners LP (2014 to 2016) and Director of Phillips 66 Partners LP (2013 to 2016) Experience: Mr. Adams has over 40 years of experience in the petrochemicals and plastics industries, including 15 years at Union Carbide, where he began his career. Through various management positions, including as president, chief executive officer and chairman of Chemical Markets Associates Inc. (“CMAI”) before its acquisition by IHS, Mr. Adams also has leadership experience with operating responsibilities, and financial and risk oversight for a global business.
Committees: Compensation and Public Policy and Sustainability		Key Skills: Industry, Finance, Global Business, Risk Management	Other current directorships: Trecora Resources

	John E. Lowe, 62 – Director since 2012 Senior Executive Advisor to Tudor, Pickering, Holt & Co. (2012 to present) and Director of Agrium Inc. (2010 to 2015) Experience: Mr. Lowe had a 30-year career with ConocoPhillips and Phillips Petroleum Company, including several executive positions with ConocoPhillips, providing him extensive industry experience. Mr. Lowe also has financial and risk oversight, international and environmental experience through the series of executive positions he has held and his service on the boards of publicly traded oil and gas and energy companies.
Committees: Audit (Chair), Nominating and Governance, Public Policy and Sustainability, and Executive		Key Skills: C-Suite, Finance, Global Business, Risk Management, Environmental, Industry	Other current directorships: TC Energy, Apache (Non-Executive Chairman)

	Denise L. Ramos, 64 – Director since 2016 Former Chief Executive Officer, President and director of ITT Inc. (2011 to 2018) and Director of Praxair, Inc. (2014 to 2016) Experience: Ms. Ramos has experience in the oil and gas industry, including more than 20 years in various finance positions at Atlantic Richfield Company. Having also served as CEO of ITT and chief financial officer at ITT as well as Furniture Brands International and Yum! Brands, Ms. Ramos brings extensive senior leadership, risk management and global business expertise to the Board.
Committees: Audit, Nominating and Governance, Public Policy and Sustainability (Chair) and Executive		Key Skills: C-Suite, Finance, Global Business, Risk Management, Environmental	Other current directorships: Bank of America and Raytheon Technologies

Directors Whose Terms Expire at the 2023 Annual Meeting

	Charles M. Holley, 64 – Director since 2019 Former Executive Vice President and Chief Financial Officer of Walmart Inc. (2010 to 2015) Experience: Mr. Holley served as chief financial officer at one of the largest U.S. corporations, providing him with expertise in finance, senior management, risk and asset management, strategic planning and capital markets. He also has extensive experience in international operations and technology platforms.
Committees: Audit and Public Policy and Sustainability		Key Skills: C-Suite, Finance, Global Business, Risk Management	Other current directorships: Amgen and Carrier Global

	Glenn F. Tilton, 72 – Director since 2012 Experience: Mr. Tilton previously served as chairman and chief executive officer of UAL Corporation, the parent company of United Air Lines as well as chairman of the Midwest of JPMorgan Chase & Co. Mr. Tilton’s career has provided him with strong management experience overseeing complex multinational businesses operating in highly regulated industries as well as expertise in finance and capital markets matters. He also has extensive experience in the energy industry through his more than 30 years in increasingly senior roles with Texaco Inc., including chairman and chief executive officer.
Committees: Compensation, Nominating and Governance (Chair), Public Policy and Sustainability, Executive		Key Skills: C-Suite, Finance, Global Business, Risk Management, Environmental, Industry	Other current directorships: Abbot Laboratories and  AbbVie Inc. (Lead Director)

	Marna C. Whittington, 73 – Director since 2012 Experience: Dr. Whittington has many years of leadership experience and expertise as a former senior executive in the investment management industry, including as chief executive officer of Allianz Global Investors Capital. She has extensive knowledge of and substantial experience in management, and in financial, investment and banking matters and provides valuable insight from her previous experience serving as a public company board member.
Committees: Compensation (Chair), Nominating and Governance, Public Policy and Sustainability, Executive		Key Skills C-Suite, Finance, Global Business, Risk Management	Other current directorships: Macy’s, Inc and Oaktree Capital Group LLC

PROPOSAL 1: ELECTION OF DIRECTORS

The Board has nominated Julie L. Bushman and Lisa A. Davis to stand for election for a term that expires at the annual meeting of shareholders in 2024. Mr. McGraw and Ms. Tschinkel previously served in this class of directors, but both decided to retire in March of this year and not stand for reelection. Although Ms. Davis originally was appointed to the Board to serve in the class whose term ends at the annual meeting in 2023, the Board determined that Ms. Davis should stand for election at this meeting to make the classes of directors as nearly equal as possible.

Each nominee requires the affirmative vote of a majority of the votes cast in person or by proxy at the meeting. Directors are elected to serve until their successor is duly elected and qualified. If a nominee is unavailable for election, proxy holders may vote for another nominee proposed by the Board or the Board may reduce the number of directors to be elected at the Annual Meeting. No family relationship exists among any of our directors, director nominees or executive officers. There is no arrangement between any director or director nominee and any other person pursuant to which he or she was, or is to be, selected as a director or director nominee.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING DIRECTOR NOMINEES.
	Julie L. Bushman, 60 – Director since 2020 Former Executive Vice President of International Operations of 3M (2017 to 2020) and Senior Vice President of Business Transformation and Information Technology of 3M (2013 to 2017); Director of Johnson Controls (2012 to 2016) Experience: As a former executive of 3M, Ms. Bushman brings executive management experience, as well as experience in international business, risk management and financial oversight. Ms. Bushman also brings environmental experience through her roles leading occupational health and environmental safety divisions at 3M.
Committees: Audit and Public Policy and Sustainability		Key Skills: C-Suite, Finance, Global Business, Risk Management, Environmental	Other current directorships: Adient plc and Bio-Techne Corporation

	Lisa A. Davis, 57 – Director since 2020 Former member of Managing Board of Siemens AG and CEO for Siemens Gas and Power (2014 to 2020) Experience: Ms. Davis brings significant industry experience to the Board through her roles at Siemens, as well as over 25 years in engineering and management roles at large integrated oil companies including ExxonMobil, Texaco and Shell, including executive vice president strategy and portfolio at Shell. Ms. Davis’s career has provided her with each of the skills sought by the Board.
Committees:Compensation and Public Policy and Sustainability		Key Skills: C-Suite, Finance, Global Business, Risk Management, Industry	Other current directorships: Air Products and Chemicals, Kosmos Energy and Penske Automotive Group

PROPOSAL 2: MANAGEMENT PROPOSAL REGARDING ANNUAL ELECTION OF DIRECTORS

Currently, the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company provides for a staggered Board, divided into three classes of directors, with each class elected for a three-year term.

After considering the advantages and disadvantages of declassification, including the opinion of our shareholders, the Board has determined it is in the best interests of the Company and its shareholders to amend the Certificate of Incorporation and the By-Laws of the Company to declassify the Board over the next three years. This will result in a fully declassified Board by the 2024 Annual Meeting of Shareholders.

The affirmative vote of the holders of 80% of the outstanding shares of stock entitled to vote is required to approve this proposal. We submitted this proposal in 2015, 2016 and 2018 and, while it received significant support, it did not receive the 80% vote required for adoption. Because brokers may not cast a vote on this proposal without your instruction, it is very important that you vote your shares.

The proposed amendment to the Certificate of Incorporation would eliminate the classification of the Board over a three-year period and provide for the annual election of all directors beginning at the 2024 Annual Meeting of Shareholders. The proposed amendment to the Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which the Company would file promptly following the Annual Meeting if our shareholders approve the amendment. Board declassification would be phased-in over a three-year period, beginning at the 2022 Annual Meeting of Shareholders, as follows:

Beginning with the 2024 Annual Meeting of Shareholders, all directors will stand for election at each annual meeting of shareholders for a one-year term expiring at the subsequent annual meeting of shareholders. The proposed amendment does not change the number of directors or the Board's authority to change that number and to fill any vacancies or newly created directorships.

Delaware law provides, unless otherwise addressed in the certificate of incorporation, that members of a board that is classified may be removed only for cause. The proposed amendment provides that, once the Compensation Committee during fiscal year 2019 orBoard is fully declassified as of the date2024 Annual Meeting of Shareholders, directors may be removed with or without cause. Before that time, directors serving in a class elected at any annual meeting between 2019 through 2021 may be removed only for cause. Directors elected for a one-year term at each annual meeting between 2022 through 2023 may be removed with or without cause.

The proposed Certificate of Amendment to the Certificate of Incorporation is attached to this proxy statementProxy Statement as Appendix A. If our shareholders approve the proposed amendment to the Certificate of Incorporation, the Board will make certain conforming changes to the Company’s By-Laws.

BENEFICIAL OWNERSHIP OF PHILLIPS 66 SECURITIES

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding persons who we know to be the beneficial owners of more than five percent of our issued and outstanding common stock as of December 31, 2020. The information is or has been an officer or employeebased on reports filed by such person with the SEC:

SHAREHOLDER AND COMMUNITY ENGAGEMENTCORPORATE RESPONSIBILITY

At Phillips 66, we believe that we succeed together as a team, leveraging our diverse experiences and thoughts in an environment that thrives on collaboration. We embrace engagement as an important tenet of good governance, and value the views of our shareholders and other stakeholders. We believe that positive dialogue builds informed relationships that promote transparency and accountability. Although theour Lead Director or other members of the Board are available to participate in meetings with shareholders as appropriate, management has the principal responsibility for shareholder communication.

SHAREHOLDER ENGAGEMENT

For several years, Phillips 66 has conducted a formal shareholder outreach program to listen to investor perspectives on our business strategy; corporate governance; executive compensation programs; environmental, social and governance (“ESG”); and other matters that are important to our investors. Information and feedback received through our engagement activities are shared with our executive leadership team and the Board of Directors, which help inform their decisions and oversight, respectively. In 2020, we engaged with representatives of many of our top institutional shareholders and discussed the energy transition and our sustainability efforts; board composition, refreshment and tenure; inclusion and diversity; our response to COVID-19; and executive compensation. Our year-round focus on investor engagement is described below:

April to June Meet with shareholders about annual meeting matters, including any management and shareholder proposals		July to September Plan engagements, topics for discussion and any changes for upcoming year; assess feedback and share with Board
January to March Complete meetings, review feedback and share with management, discuss any proposals with proponents		October to December Meet with shareholders, modify meeting content based on early feedback, and identify areas of interest or concern

This year, we heard that our investors are interested in, and supportive of, our Board refreshment efforts, as well as our work towards setting targets for greenhouse gas emissions reductions. We also heard that investors are interested in additional disclosures on human capital management and our efforts to declassify our Board. We are committed to continued shareholder engagement. Highlights of some of the actions we have taken in response to our engagements over the last several years are shown below:

*TCFD is the Task Force on Climate-Related Financial Disclosures and SASB is the Sustainability Accounting Standards Board.

HUMAN CAPITAL MANAGEMENT

Our Board recognizes the importance of our human capital practices in creating value and supporting our vision. Our ability to attract, retain and develop talented employees, and create a workplace where they can innovate and thrive, is an integral part of our competitive strategy to drive long-term value and mitigate risk.

To that end, our Board routinely engages with senior leadership on matters such as talent pipeline, turnover, workplace culture, and inclusion and diversity. Results of employee surveys and metrics on talent and diversity initiatives are reviewed by the Board on a regular basis. This oversight responsibility sits with the full Board. In addition, certain human capital metrics have been and continue to be measured, reviewed and managed as part of our compensation program and are discussed by the Compensation Committee in its regular meetings. The table below provides an overview of certain of our human capital practices. More information regarding our human capital practices can be found in our Human Capital Management Report on our website at www.phillips66.com.

COMMUNITY INVOLVEMENT AND ENGAGEMENT

We are committed to creating value for our communities through economic development, philanthropy, volunteerism and advocacy, and by operating our business in a socially and environmentally responsible way. In 2020, much of our focus was on helping those impacted by COVID-19, as well as by hurricanes in the Gulf Coast and wildfires on the West Coast. We contributed $6 million to COVID-19 and natural disaster relief efforts across the U.S. and the U.K. Through our matching gift program, we contributed over $5 million to over 2,000 organizations supported by employees. Additionally, we awarded over $1.5 million in volunteer grants to over 600 organizations where our employees and their families volunteer.

The communities in which our assets are located and in which we operatewhere our employees live are critical stakeholders. We consistently and regularly engage with our local communities and seek their feedback. Our refining operations have community advisory councils or panels that include both Company representatives and community members. Many panels include adjacent operations from our midstream and lubricants businesses. These panels meet at least quarterly with refinery management to provide feedback, discuss topics of local concern and share insights on plans and activities. Our pipeline business units have year-round community awareness, education and listening panels to stay connected with those involved with and affected byliving near our extensive pipeline network.

POLITICAL ACTIVITIES AND LOBBYING ACTIVITIES

We also believe that engagement and good governance involveinvolves participating in political or public policy activities that advance the Company’sCompany's goals, are consistent with Company values, and improve the communities where we work and live. A number of federal, state and local laws govern corporate involvement in such activities, and we maintain policies, procedures and programs to comply with these laws. Additional informationOur policy, contributions and disclosures about our involvement in political or public policy activities isare available on our website.

Shareholder Engagement

For several years, Phillips 66 has conducted a formal shareholder outreach program to listen to investor perspectives on our business strategy, corporate governance, executive compensation program, ESG, and other matters that are important to our investors. We solicit feedback from a range of investors, including institutional investors, asset managers, public and labor union pension funds, and socially responsible investors.SUSTAINABILITY AND TRANSITION TO LOWER-CARBON FUTURE

2020 PROXY STATEMENT    17

CORPORATE GOVERNANCE AT PHILLIPS 66

Information and feedback received through our engagement activities are shared with our executive leadership team and the Board of Directors, which help inform their decisions. In 2019, we engaged with representatives of many of our top institutional shareholders to discuss strategy, ESG, board composition, refreshment and tenure, risk management, climate change and sustainability efforts, governance practices, and executive compensation.

We are committed to continued engagement. Over the last few years, we have made changes and taken action in response to shareholder feedback as well as our commitment to ongoing improvement. Examples of these improvements include:

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Phillips 66 is dedicated to meeting the world’s energy needs responsibly, efficiently and sustainably. For us, sustainability means manufacturing and delivering affordable, clean products in a safe and environmentally sound manner. Our sustainability efforts are built on four pillars: operational excellence, environmental commitment, social responsibility and economic performance. Our Board of Directors oversees these efforts, including through the work of its committees. For more information, seeBOARD’S ROLE IN RISK OVERSIGHT.

We recognize the climate challenge and are making investments that advance a lower carbon future. We are focused on implementingbest-in-class sustainability practices today and into the future and are seeking solutions for tomorrow’s energy needs. We formed a new organization, Emerging Energy, within the Company to focus on a lower-carbon business platform. We are conducting research on energyenergies of the future, including renewable fuels, organic photovoltaics, current and next generation batteries, and solid oxide fuel cells. In addition, we have a portfolio of renewable fuel projects in development that comply withlow-carbon fuel standards. We are leveraging our existing infrastructure, supply network and capabilities. Below are some of the things we are doing today, as well as some of the projects we are pursuingcapabilities to position Phillips 66 to be competitive long-term.

18    2020 PROXY STATEMENT

CORPORATE GOVERNANCE AT PHILLIPS 66

Corporate Culture

We believe that our success depends on our employees and that our people and our culture provide a significant strategic advantage in helping us achieve our objectives for our stakeholders. In 2019, we launchedOur Energy in Action, a set of behavioral expectations that preserve what make us great and challenge us to evolve in ways that make us better and keep us competitive.Our Energy in Actionprograms is how we treat each other, our customers and our communities.

We also believe that we must protect, nurture and celebrate our differences as a competitive advantage that positions us for successavailable in our industry. The talented people who make up our Company are widely divergent in their visible and invisible differences: in gender, race, ethnicity, age, national origin, disability, sexual orientation, gender identity, veteran status, education and religion. Because of this diversity, it is critical that we have an environment where the experiences and perspectives of all employees are valued and respected. While both sides of the diversity and inclusion equation hold equal importance, it is our belief that in the absence of inclusion, diversity cannot thrive. For this reason, we lead withinclusion in our Inclusion & Diversity (I&D) efforts. In 2019 we established an Executive Inclusion and Diversity Council, chaired by our Chairman and CEO, to focus on advancing our strategic vision, evaluating progress and monitoring emerging topics that could influence where we prioritize our efforts. To further demonstrate leaderships’ commitment, we transitioned to an enterprise leadership structure for our Employee Resource Groups (“ERGs”), networks that focus on professional development, networking, raising cultural awareness and community involvement. Each of our ERGs now has an Executive Champion from our Executive Leadership Team.

Community Involvement

We are committed to creating value for our communities through economic development, philanthropy, volunteerism and advocacy, and by operating our business in a socially and environmentally responsible way. Phillips 66 provided $28 million in financial support to organizations promoting education, environmental sustainability and community safety and preparedness. We value volunteerism, and to promote and support community service, we provide eligible employees two paid days for volunteering in the community. In 2019, our employees volunteered a record-breaking 88,000 hours to organizations in their local communities. We also support our employees’ causes through matching gift and volunteer grants, and provided $7.2 million in matching gifts, volunteer grants and dependent scholarships in 2019.    

2020 PROXY STATEMENT    19

CORPORATE GOVERNANCE AT PHILLIPS 66

CODE OF BUSINESS ETHICS AND CONDUCT

Our values are our foundation—our guiding principles for how we conduct our business day in and day out. We also recognize that questions arise in today’s increasingly complex global business environment. We have adopted a Code of Business Ethics and Conduct designed to provide guidance on how to act legally and ethically while performing work for Phillips 66. Our Code of Business Ethics and Conduct covers topics including, but not limited to, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, payments to government personnel, anti-boycott laws, U.S. embargoes and sanctions, compliance procedures and employee complaint procedures. All of our directors and employees are required to comply with the Code of Business Ethics and Conduct. We also have adopted an additional Code of Ethics that applies to senior financial officers. Both Codes can be found on our website and are available in print to any shareholder upon request. We intend to disclose any amendment to, or waiver from, either of the Codes by posting such informationreport on our website.

COMMUNICATIONS WITH THE BOARD

To support shareholder engagement, the Company maintains a process for shareholders and interested parties to communicate with the Board of Directors. Shareholders and interested parties may communicate with thenon-employee directors or with the entire Board of Directors, as indicated by such shareholder or interested party, by contacting our Corporate Secretary, Paula A. Johnson, as provided below:

Communications to thenon-employee directors should be addressed to “Board of Directors (independent members)” in care of our Corporate Secretary as provided above.

Relevant communications are distributed to the Board of Directors or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items unrelated to its duties and responsibilities not be distributed, such as: business solicitations or advertisements; junk mail and mass mailings; new product suggestions; product complaints; product inquiries; résumés and other forms of job inquiries; spam; and surveys. In addition, material that is considered hostile, threatening, illegal or similarly unsuitable will be excluded.

20    2020 PROXY STATEMENT

PROPOSAL 2: 3: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’sCompany's financial statements. The Audit Committee has appointed Ernst & Young LLP to serve as the Company’sCompany's independent registered public accounting firm for fiscal year 2020.2021. Ernst & Young has acted as the Company’sCompany's independent registered public accounting firm continuously since 2011.

The Audit Committee annually considers the independence of the Company’s independent auditors prior to the firm’s engagement, and periodically considers whether a regular rotation of the independent auditors is necessary to assure continuing independence. The Audit Committee and its ChairmanChair are directly involved in the selection of Ernst & Young’s lead engagement partner.

The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young is in the best interests of the Company and its shareholders. We are asking you to vote on a proposal to ratify the appointment of Ernst & Young.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP.

The submission of this matter for approval by shareholders is not legally required, but the Board and the Audit Committee believe it provides an opportunity for shareholders to vote on an important aspect of corporate governance. If the shareholders do not ratify the selection of Ernst & Young, the Audit Committee will reconsider the selection of that firm as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Services Provided by the Independent Registered Public Accounting Firm

ERNST & YOUNG LLP FEES

Audit services of Ernst & Young for fiscal year 20192020 included an audit of our consolidated financial statements, an audit of the effectiveness of the Company’sCompany's internal control over financial reporting, and services related to periodic filings made with the SEC. Additionally, Ernst & Young provided certain other services as described below. In connection with the audit of the 20192020 consolidated financial statements, we entered into an engagement agreement with Ernst & Young that set forth the terms by which Ernst & Young performed audit services for us.

The Audit Committee is responsible for negotiating the audit fee associated with its retention of Ernst & Young. Ernst & Young’sYoung's fees for professional services totaled $12.7 million for 2020 and $14.5 million for 2019, and $13.2 million for 2018, which consisted of the following:

The Audit Committee has considered whether thenon-audit services provided to Phillips 66 by Ernst & Young impaired the independence of Ernst & Young and concluded they did not.

The Audit Committee has adopted apre-approval policy that provides guidelines for the audit, audit-related, tax and othernon-audit services that Ernst & Young may provide to the Company. All of the fees in the table above were approved in accordance with this policy. The policy (a) identifies the guiding principles that the Audit Committee must consider in approving services to ensure that Ernst & Young’sYoung's independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and thenon-audit services that are prohibited; and (c) sets forthpre-approval requirements for all permitted services. Under the policy, the Audit Committee mustpre-approve all services to be provided by Ernst & Young. The

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

Audit Committee has delegated authority to approve permitted services to its Chair. Such approval must be reported to the entire Audit Committee at its next scheduled meeting.

One or more representatives of Ernst & Young are expected to be present at the Annual Meeting. The representatives will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders.

AUDIT AND FINANCE COMMITTEE REPORT

The Audit Committee assists the Board of Directors in fulfilling its responsibility to provide independent, objective oversight of the financial reporting functions and internal control systems of Phillips 66. The Audit Committee currently consists of fivenon-employee directors. The Board has determined that each member of the Audit Committee satisfies the requirements of the NYSE as to independence, financial literacy and expertise. The Board has further determined that each of J. Brian Ferguson, Charles M. Holley, John E. Lowe, and Denise L. Ramos is an audit committee financial expert as defined by the SEC. The responsibilities of the Audit Committee are set forth in the written charter adopted by the Board of Directors, which is available in the “Investors” section of the Company’sCompany's website under the caption “Corporate“Corporate Governance.” One of the Audit Committee’sCommittee's primary responsibilities is to assist the Board in its oversight of the integrity of the Company’sCompany's financial statements. The following report summarizes certain of the Audit Committee’sCommittee's activities in this regard for 2019.2020.

Review with Management.The Audit Committee has reviewed and discussed with management the audited consolidated financial statements of Phillips 66 included in the Company’sCompany's Annual Report onForm 10-K for the year ended December 31, 2019,2020, and management’smanagement's assessment of the effectiveness of the Company’sCompany's internal control over financial reporting as of December 31, 2019,2020, included therein.

Discussions with Independent Registered Public Accounting Firm.The Audit Committee has discussed with Ernst & Young LLP, independent registered public accounting firm for Phillips 66, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’saccountant's communications with the Audit Committee concerning independence, and has discussed with that firm its independence from Phillips 66.

Recommendation to the Phillips 66 Board of Directors.Based on its review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of Phillips 66 be included in the Company’sCompany's Annual Report onForm 10-K for the year ended December 31, 2019.2020.

AUDIT AND FINANCE COMMITTEE

J. Brian Ferguson,

John E. Lowe, Chairman

Julie L. Bushman

Charles M. Holley

John E. Lowe

Denise L. Ramos

Victoria J. Tschinkel

22    2020

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