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Phillips 66 Executive Compensation (FY25)

PSX · Houston, TX · Executive and director compensation, fiscal 2022 to 2025

The paid brief on Phillips 66

Positioning against its disclosed peers, the governance read, incentive design, and the CD&A alignment analysis; the full peer table; a committee-ready PDF.
From $1,200 for the board report; $2,400 for both.
Data as of September 7, 2026Latest filing (8-K): May 14, 2026
15 filings cited on this page
A report that fails to generate is refunded in full
Published by Velarion Company Intelligence
Phillips 66 brief$1,500Get the executive brief
336 figures on this page: 325 cited to the filing that reported them, 11 calculated from figures it prints. See the citations
Chief executive, fiscal 2025
◇
Mark Lashier
Latest say-on-pay support
=
May 13, 2026
Chief executive pay ratio
◇
To the median employee

More on Phillips 66

Five data products on this company. Each one is requested through the developer setup page.
What changed from fiscal 2024 to fiscal 2025
The figures that moved, and by how much. Analysis of these figures is part of the Velarion platform.
Chief executive total compensation — Mark Lashier: $22,586,946 → $23,113,403 (2.3% higher)
Say-on-pay support: 83.7% → 95.8% (12.1 points higher)
CEO pay ratio: 132:1 → 145:1 (9.8% higher)

Frequently asked questions

Answers drawn from the data on this page.
Who is Phillips 66's chief executive and what were they paid?
Mark Lashier was paid $23,113,403 in total compensation as Chairman and Chief Executive Officer for fiscal 2025. Lashier's total moved 2.3% higher from the $22,586,946 reported for fiscal 2024.
What was Phillips 66's say-on-pay result?
Shareholders supported the say-on-pay proposal with 95.8% of votes cast including abstentions in favor at the meeting held May 13, 2026 for fiscal 2025.
Which companies are in Phillips 66's peer group?
Companies named in the disclosed peer group include 3M Company, Archer-Daniels-Midland Company, ConocoPhillips Company, Deere & Company and Dow Inc., among others. The 2023-2025 Performance Peer Group names CVR Energy, Inc., Delek US Holdings, Inc., HF Sinclair Corporation, ONEOK, Inc. and PBF Energy Inc., among others.
What is Phillips 66's chief executive pay ratio?
The company reported a chief executive pay ratio of 145:1 for fiscal 2025, against median employee compensation of $159,592.

Executive compensation

Every element reported for each named executive officer, by fiscal year.
Fiscal 2022
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Greg Garland
Executive Chairman and former Chief Executive Officer
Departed during or after this year
◇—◇◇◇—◇◇
Mark Lashier
President and Chief Executive Officer
◇—◇◇◇◇◇◇
Kevin Mitchell
Executive Vice President and Chief Financial Officer
◇—◇◇◇◇◇◇
Vanessa Allen Sutherland
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary
◇—◇◇◇—◇◇
Tim Roberts
Executive Vice President, Midstream & Chemicals
◇—◇◇◇◇◇◇
Brian Mandell
Executive Vice President, Marketing & Commercial
◇—◇◇◇—◇◇
Fiscal 2023
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Mark Lashier
President and Chief Executive Officer
◇—◇◇◇◇◇◇
Greg Garland
Executive Chairman
◇—◇◇◇—◇◇
Kevin Mitchell
Executive Vice President and Chief Financial Officer
◇—◇◇◇◇◇◇
Brian Mandell
Executive Vice President, Marketing & Commercial
◇—◇◇◇◇◇◇
Tim Roberts
Executive Vice President, Midstream & Chemicals
◇—◇◇◇◇◇◇
Vanessa Allen Sutherland
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary
◇—◇◇◇◇◇◇
Fiscal 2024
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Mark Lashier
Chairman and Chief Executive Officer
◇—◇—◇◇◇◇
Brian Mandell
Executive Vice President, Marketing & Commercial
◇—◇—◇◇◇◇
Kevin Mitchell
Executive Vice President and Chief Financial Officer
◇—◇—◇◇◇◇
Richard Harbison
Executive Vice President, Refining
◇—◇—◇◇◇◇
Vanessa Allen Sutherland
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary
◇—◇—◇◇◇◇
Tim Roberts
Former Executive Vice President, Midstream & Chemicals (Retired July 2024)
Departed during or after this year
◇—◇—◇◇◇◇
Fiscal 2025
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Mark Lashier
Chairman and Chief Executive Officer
◇—◇—◇◇◇◇
Kevin Mitchell
Executive Vice President and Chief Financial Officer
◇—◇—◇◇◇◇
Richard Harbison
Executive Vice President, Refining
◇—◇—◇◇◇◇
Vanessa Allen Sutherland
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary
◇—◇—◇◇◇◇
Brian Mandell
Executive Vice President, Marketing & Commercial
◇—◇—◇◇◇◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.

Equity awards granted

Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2025
OfficerAwardGrant dateThreshold unitsTarget unitsUnits grantedMaximum unitsExercise priceGrant date fair value
Brian MandellPSU◇—————◇
Brian MandellRSU◇——◇——◇
Kevin MitchellPSU◇—————◇
Kevin MitchellRSU◇——◇——◇
Mark LashierRSU◇——◇——◇
Mark LashierPSU◇—————◇
Richard HarbisonRSU◇——◇——◇
Richard HarbisonPSU◇—————◇
Vanessa Allen SutherlandPSU◇—————◇
Vanessa Allen SutherlandRSU◇——◇——◇
Fiscal 2022, 2023, 2024 are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.

Outstanding awards

Awards still held at fiscal year end.
As disclosed at fiscal 2025 year end
OfficerAwardUnvested unitsMarket value of unvested unitsExercise priceExpires
Mark LashierOption◇—◇2/7/2033
PSU◇◇——
RSU◇◇——
Brian MandellPSU◇◇——
RSU◇◇——
Option◇—◇2/7/2033
Kevin MitchellPSU◇◇——
Option◇—◇2/7/2033
RSU◇◇——
Vanessa Allen SutherlandPSU◇◇——
RSU◇◇——
Option◇—◇2/7/2033
Richard HarbisonRSU◇◇——
PSU◇◇——
Option◇—◇2/7/2033
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Severance and change in control

The terms as written in the agreements.
Brian Mandell
Executive Vice President, Marketing & Commercial · Terms as described in the company’s compensation discussion · citing a 2024 filing
Severance multiple◇
Severance cash amount◇
Change-in-control multiple◇
Equity acceleration on change in control◇
Benefits continuation on change in control◇
Benefits continuation◇
Kevin Mitchell
Executive Vice President and Chief Financial Officer · Terms as described in the company’s compensation discussion · citing a 2024 filing
Severance multiple◇
Severance cash amount◇
Change-in-control multiple◇
Equity acceleration on change in control◇
Benefits continuation on change in control◇
Benefits continuation◇
Mark Lashier
Chairman and Chief Executive Officer · Terms as described in the company’s compensation discussion · citing a 2024 filing
Severance multiple◇
Severance cash amount◇
Change-in-control multiple◇
Equity acceleration on change in control◇
Benefits continuation on change in control◇
Benefits continuation◇

Director compensation

What each non-employee director was paid.
Fiscal 2025
DirectorFees earned in cashStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Glenn F. Tilton
Lead independent director
◇◇———◇◇
Robert W. Pease
◇◇———◇◇
Marna C. Whittington
◇◇———◇◇
Douglas T. Terreson
◇◇———◇◇
Gregory J. Hayes
—◇———◇◇
Julie L. Bushman
◇◇———◇◇
Grace Puma
◇◇———◇◇
Lisa A. Davis
◇◇———◇◇
Denise R. Singleton
◇◇———◇◇
Charles M. Holley
◇◇————◇
Gary K. Adams
◇◇———◇◇
John E. Lowe
◇◇————◇
Denise L. Ramos
◇◇———◇◇
Sigmund L. Cornelius
◇◇———◇◇
A. Nigel Hearne
◇◇———◇◇
Michael A. Heim
◇◇———◇◇
Howard I. Ungerleider, Mark E. Lashier and Kevin O. Meyers served on the board in fiscal 2025 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
Earlier years are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director fee schedule

The standing retainers and premiums the board pays, as published.
Board cash retainer◇
Board equity retainer◇
Total board retainer◇
Lead independent director premium◇
Audit committee chair◇
Audit committee member◇
Compensation committee chair◇
Compensation committee member◇
Nominating and governance chair◇
Equity is delivered as restricted stock units.

Disclosed peer group

The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.
Fiscal 2025
  • 3M Company MMM
  • Archer-Daniels-Midland Company ADM
  • ConocoPhillips Company COP
  • Deere & Company DE
  • Dow Inc. DOW
  • Ford Motor Company F
  • General Motors Company GM
  • Halliburton Company HAL
  • Honeywell International Inc. HON
  • LyondellBasell Industries N.V. LYB
  • Marathon Petroleum Corporation MPC
  • Occidental Petroleum Corporation OXY
  • The Williams Companies, Inc. WMB
  • Valero Energy Corporation VLO
2023-2025 Performance Peer Group
  • CVR Energy, Inc. CVI
  • Delek US Holdings, Inc. DK
  • HF Sinclair Corporation DINO
  • ONEOK, Inc. OKE
  • PBF Energy Inc. PBF
  • Targa Resources Corp. TRGP
  • Westlake Corporation WLK

Say-on-pay history

Shareholder support for the compensation program, by year.
YearMeetingSupportVotes forVotes againstAbstentions
2025May 13, 2026=◇◇◇
2024May 21, 2025=◇◇◇
2023May 15, 2024=◇◇◇
2022May 10, 2023=◇◇◇
2021May 11, 2022=◇◇◇
2020May 12, 2021=◇◇◇
2019May 6, 2020=◇◇◇
2018May 8, 2019=◇◇◇
2017May 9, 2018=◇◇◇
2016May 3, 2017=◇◇◇
2015May 4, 2016=◇◇◇

Chief executive pay ratio

As calculated and reported by the company.
Ratio
◇
Median employee compensation
◇
Chief executive total compensation
◇
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What this page does not include

Everything above is a fact Phillips 66 disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
Peer benchmarking
Where Phillips 66 sits against its disclosed peers — percentile position by role and by pay element, and the ranking behind it. The disclosed peer group is free; comparisons across it are part of the Velarion platform.
Executive Compensation Report — $1,500
Written compensation analysis
A read of the pay program as designed and as paid: incentive structure, goal rigor, the alignment between the committee's stated philosophy and what the numbers show.
Executive Compensation Report — $1,500
Board and governance analysis
Committee composition, independence, director pay positioning, and the governance provisions read together rather than listed.
Board Governance Report — $1,200
Realizable pay
What the awards above are actually worth today against what they were valued at on grant, and what the gap says about the pay-for-performance link.
Velarion Intelligence
Adviser switching and vote outcomes
Two datasets covering compensation-adviser changes and what followed a contested vote. Both are part of the Velarion platform.
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Citations

Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
336 figures on this page: 325 cited to the filing that reported them, 11 calculated from figures it prints.
325 cited to the filing
11 calculated from the filing

Documents cited

  1. 0001193125-26-224232
    Item 5.07 Submission of Matters to a Vote of Security Holders
  2. 0001534701-26-000010
    CEO Pay Ratio · DIRECTOR COMPENSATION TABLE · Director Compensation · Executive Compensation Tables · and 3 more sections
  3. 0001193125-25-129526
  4. 0001534701-25-000088
    Summary Compensation Table
  5. 0001534701-24-000113
  6. 0001534701-24-000095
    Compensation Discussion and Analysis · SUMMARY COMPENSATION TABLE · Summary Compensation Table
  7. 0001193125-23-143600
  8. 0001534701-23-000064
    Executive Compensation Tables · SUMMARY COMPENSATION TABLE
  9. 0001534701-22-000107
  10. 0001534701-21-000116
  11. 0001534701-20-000089
  12. 0001534701-19-000075
  13. 0001534701-18-000075
  14. 0001534701-17-000072
  15. 0001534701-16-000133
Cite this data
This page is free to cite. Attribution we ask for:
Velarion, “Phillips 66 executive compensation, FY2022–FY2025.” https://intel.velarion.ai/comp/PSX (accessed 2026).
Short form: data: Velarion

The paid brief for Phillips 66

Positioning against its disclosed peers, the governance read, incentive design, and the CD&A alignment analysis; the full peer table; a committee-ready PDF.
From $1,200 for the board report; $2,400 for both.
Get the executive briefGet the board briefNo account needed.
15 filings cited on this page
Method: intel.velarion.ai/methodology
A report that fails to generate is refunded in full
Published by Velarion Company Intelligence
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Peers Phillips 66 discloses

The companies named in PSX's own disclosed peer group.

3M CompanyArcher-Daniels-Midland CompanyConocoPhillips CompanyDeere & CompanyDow Inc.Ford Motor CompanyGeneral Motors CompanyHalliburton CompanyHoneywell International Inc.LyondellBasell Industries N.V.Marathon Petroleum CorporationOccidental Petroleum CorporationThe Williams Companies, Inc.Valero Energy CorporationCVR Energy, Inc.Delek US Holdings, Inc.HF Sinclair CorporationONEOK, Inc.PBF Energy Inc.Targa Resources Corp.Westlake Corporation

Terms on this page

Say-on-Pay VoteCEO Pay RatioMedian Employee CompensationAll companies

Free to read and cite. Redistribution or bulk use of the dataset requires a data license. Talk to us about the data license.

Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
  author = {{Velarion Company Intelligence}},
  title = {Velarion database: executive and board compensation data},
  year = {2026},
  version = {2026Q3},
  doi = {10.5281/zenodo.22283854},
  publisher = {Zenodo},
  url = {https://doi.org/10.5281/zenodo.22283854}
}
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