Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2020, the Board of Directors of Phillips 66 (the "Company") appointed Julie L. Bushman to serve as an independent director on the Board. Ms. Bushman was appointed to the class of directors whose term expires at the Company's annual meeting of shareholders in 2021. Ms. Bushman will serve as a member of the Audit and Finance Committee and the Public Policy Committee of the Board.

Ms. Bushman will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which are more fully described under the caption "Non-Employee Director Compensation" in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2020, as may be adjusted by the Board from time to time.

There are no arrangements or understandings pursuant to which Ms. Bushman was appointed to the Board, and there are no transactions between Ms. Bushman and the Company since the beginning of the Company's last fiscal year or any currently proposed transaction, or series of similar transactions, in which the amount involved exceeds $120,000.

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