|
NOTICE OF 2018 ANNUAL MEETING
OF SHAREHOLDERS |
|
|
BY INTERNET USING YOUR COMPUTER
|
| |
BY TELEPHONE
|
| |
BY MAILING YOUR PROXY CARD
|
|
|
|
| |
|
| |
|
|
|
Visit 24/7
www.proxyvote.com |
| |
Dial toll-free 24/7
(800) 690-6903 |
| |
Cast your ballot, sign your proxy card
and send by mail in the enclosed postage-paid envelope |
|
| | |
| | |
Page
|
||
| | | | 3 | |
| | | | 6 | |
| | | | 6 | |
| | | | 6 | |
| | | | 6 | |
| | | | 8 | |
| | | | 8 | |
| | | | 11 | |
| | | | 13 | |
| | | | 15 | |
| | | | 16 | |
| | | | 17 | |
| | |
|
||
| | |
|
||
| | | | 23 | |
| | |
|
||
| | | | 25 | |
| | | | 25 | |
| | | | 26 | |
| | | | 29 | |
| | | | 39 | |
| | | | 41 | |
| | | | 42 | |
| | | | 44 | |
| | | | 45 | |
| | | | 45 | |
| | | | 47 | |
| | | | 48 | |
| | | | 49 | |
| | | | 50 | |
| | | | 51 | |
| | | | 52 | |
| | | | 55 | |
| | | | 55 | |
| | | | 55 | |
| | | | 57 | |
| | |
|
| | | | | | |
BOARD
RECOMMENDATION |
| |
VOTES REQUIRED
FOR APPROVAL |
|
|
PROPOSAL 1
|
| |
Election of Directors
|
| |
FOR each Nominee
|
| |
Majority of votes cast
|
|
|
PROPOSAL 2
|
| |
Ratification of the Appointment of Ernst & Young LLP
|
| |
FOR
|
| |
Majority of votes present
|
|
|
PROPOSAL 3
|
| |
Advisory Approval of Executive Compensation
|
| |
FOR
|
| |
Majority of votes present
|
|
|
PROPOSAL 4
|
| |
Management Proposal Regarding the Annual Election of Directors
|
| |
FOR
|
| |
80% of Voting Stock
|
|
| | |
| | |
|
✓
Robust shareholder engagement program covering large percentage of outstanding shares and proxy advisory firms
|
|
|
✓
Independent Lead Director with clearly defined responsibilities
|
|
|
✓
Risk oversight by the full Board and Committees
|
|
|
✓
Regular Board and Committee self-evaluations
|
|
|
✓
Provide 3%/3 year/20% proxy access right
|
|
|
✓
Majority voting for directors
|
|
|
✓
Substantial majority of independent directors
|
|
|
✓
Independent Board Committees
|
|
|
✓
Executive sessions of independent directors
|
|
|
✓
Stock ownership guidelines
|
|
|
✓
Prohibition on pledging and hedging of our stock
|
|
|
✓
Clawback policy
|
|
|
✓
Company does not have a poison pill
|
|
|
|
| |
MR.
ADAMS |
| |
MR.
FERGUSON |
| |
MR.
GARLAND |
| |
MR.
LOOMIS |
| |
MR.
LOWE |
| |
MR.
MCGRAW |
| |
MS.
RAMOS |
| |
MR.
TILTON |
| |
MS.
TSCHINKEL |
| |
DR.
WHITTINGTON |
|
| Experience (Skills and Qualifications) | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||||||
| Public Company CEO | | | | | |
✔
|
| |
✔
|
| | | | | | | |
✔
|
| |
✔
|
| |
✔
|
| | | | | | |
| Financial Reporting | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
|
| Industry | | |
✔
|
| |
✔
|
| |
✔
|
| | | | |
✔
|
| | | | |
✔
|
| |
✔
|
| | | | |
✔
|
|
| Global | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
|
| Environmental | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
|
| Risk Management | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
|
| Demographic/Background | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Independent | | |
Yes
|
| |
Yes
|
| |
No
|
| |
Yes
|
| |
Yes
|
| |
Yes
|
| |
Yes
|
| |
Yes
|
| |
Yes
|
| |
Yes
|
|
| Gender | | |
Male
|
| |
Male
|
| |
Male
|
| |
Male
|
| |
Male
|
| |
Male
|
| |
Female
|
| |
Male
|
| |
Female
|
| |
Female
|
|
| Tenure (years) | | |
1.4
|
| |
5.9
|
| |
5.9
|
| |
5.9
|
| |
5.9
|
| |
5.9
|
| |
1.4
|
| |
5.9
|
| |
5.9
|
| |
5.8
|
|
| Age (years) | | |
67
|
| |
63
|
| |
60
|
| |
69
|
| |
59
|
| |
69
|
| |
61
|
| |
69
|
| |
70
|
| |
70
|
|
|
|
| |
MR.
ADAMS |
| |
MR.
FERGUSON |
| |
MR.
GARLAND |
| |
MR.
LOOMIS |
| |
MR.
LOWE |
| |
MR.
MCGRAW |
| |
MS.
RAMOS |
| |
MR.
TILTON |
| |
MS.
TSCHINKEL |
| |
DR.
WHITTINGTON |
|
| Audit and Finance | | |
|
| |
Chair
|
| |
|
| |
X
|
| |
X
|
| |
|
| |
X
|
| |
|
| |
X
|
| |
|
|
| Executive | | | | | |
X
|
| |
Chair
|
| |
X
|
| |
X
|
| | | | | | | |
X
|
| | | | |
X
|
|
| Human Resources and Compensation | | |
X
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
X
|
| |
|
| |
Chair
|
|
| Nominating and Governance | | | | | |
X
|
| | | | |
Chair
|
| | | | | | | |
X
|
| | | | | | | |
X
|
|
| Public Policy | | |
X
|
| |
X
|
| |
|
| |
X
|
| |
Chair
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
| |
X
|
|
|
Audit and Finance
Met 11 times in 2017
Current Members:
J. Brian Ferguson (Chair)
William R. Loomis, Jr. John E. Lowe Denise L. Ramos Victoria J. Tschinkel |
| |
Primary Responsibilities:
Discusses, with management, the independent auditors and the internal auditors, the integrity of the Company’s accounting policies, internal controls, financial statements, and financial reporting practices, and select financial matters, covering the Company’s capital structure, complex financial transactions, financial risk management, retirement plans and tax planning.
Reviews significant corporate risk exposures and steps management has taken to monitor, control and report such exposures.
Monitors the qualifications, independence and performance of our independent auditors and internal auditors.
Monitors our compliance with legal and regulatory requirements and corporate governance guidelines, including our Code of Business Ethics and Conduct.
Maintains open and direct lines of communication with the Board and our management, internal auditors and independent auditors.
Financial Expertise, Financial Literacy and Independence:
The Board has determined that Messrs. Ferguson, Loomis, Lowe and Ms. Ramos satisfy the SEC’s criteria for “audit committee financial experts.” Additionally, the Board has determined that each of the members of the Audit and Finance Committee are independent pursuant to SEC and NYSE requirements and are financially literate within the meaning of the NYSE listing standards.
|
|
|
Executive
Did not meet in 2017
Current Members:
Greg C. Garland (Chair)
J. Brian Ferguson William R. Loomis, Jr. John E. Lowe Glenn F. Tilton Marna C. Whittington |
| |
Primary Responsibilities:
Exercises the authority of the full Board between Board meetings on all matters other than (1) those expressly delegated to another committee of the Board, (2) the adoption, amendment or repeal of any of our By-Laws and (3) those that cannot be delegated to a committee under applicable statute or our Certificate of Incorporation or By-Laws.
|
|
|
Human Resources and Compensation
Met 6 times in 2017
Current Members:
Marna C. Whittington (Chair)
Gary K. Adams Harold W. McGraw III Glenn F. Tilton |
| |
Primary Responsibilities:
Oversees our executive compensation policies, plans, programs and practices.
Assists the Board in discharging its responsibilities relating to the fair and competitive compensation of our executives and other key employees.
Reviews at least annually the performance (together with the Lead Director) and sets the compensation of the CEO.
Additional information about the Compensation Committee can be found in the COMPENSATION DISCUSSION AND ANALYSIS.
Independence:
Each member of the Compensation Committee is independent under the Company’s Corporate Governance Guidelines and the NYSE listing standards for directors and compensation committee members.
|
|
|
Nominating and Governance
Met 3 times in 2017
Current Members:
William R. Loomis, Jr. (Chair)
J. Brian Ferguson Denise L. Ramos Marna C. Whittington |
| |
Primary Responsibilities:
Selects and recommends director candidates to the Board to be submitted for election at annual meetings and to fill any vacancies on the Board.
Recommends committee assignments to the Board.
Reviews and recommends to the Board compensation and benefits policies for our non-employee directors.
Reviews and recommends to the Board appropriate corporate governance policies and procedures for our Company.
Conducts an annual assessment of the qualifications and performance of the Board.
Reviews and reports to the Board annually on succession planning for the CEO.
Independence:
Each member of the Nominating and Governance Committee is independent under the Company’s Corporate Governance Guidelines and the NYSE listing standards for directors.
|
|
|
Public Policy
Met 4 times in 2017
Current Members:
John E. Lowe (Chair)
Gary K. Adams J. Brian Ferguson William R. Loomis, Jr. Harold W. McGraw III Denise L. Ramos Glenn F. Tilton Victoria J. Tschinkel Marna C. Whittington |
| |
Primary Responsibilities:
Advises the Board on current and emerging domestic and international public policy issues.
Assists the Board with the development, review and approval of policies and budgets for charitable and political contributions and activity.
Advises the Board on compliance with policies, programs and practices regarding social risks and health, safety and environmental protection.
Independence:
Each member of the Public Policy Committee is independent under the Company’s Corporate Governance Guidelines and the NYSE listing standards for directors.
|
|
| | | | | |
| Mailing Address: | | | Corporate Secretary Phillips 66 P.O. Box 421959 Houston, TX 77242-1959 |
|
| Phone Number: | | | (281) 293-6600 | |
| Internet: | | | “Investors” section of the Company’s website (www.phillips66.com) under the “Corporate Governance” caption | |
|
J. Brian Ferguson
Age 63
Director since April 2012 |
| |
Mr. Ferguson retired as Chairman of Eastman Chemical Company in 2010 and as CEO of Eastman in 2009. He became the Chairman and CEO of Eastman in 2002. He served on the board of NextEra Energy, Inc. from 2005 to 2013 and currently serves on the board of Owens Corning.
Director Qualifications: Mr. Ferguson has over 30 years of leadership experience in international business, industrial operations, strategic planning and capital raising strategies.
|
|
|
Harold W. McGraw III
Age 69
Director since April 2012 |
| |
Mr. McGraw is Chairman Emeritus of S&P Global Inc. (previously McGraw Hill Financial), having served as Chairman of the Board from 1999 until 2015, as President and Chief Executive Officer from 1998 to 2013 and as President and Chief Operating Officer starting in 1993. Mr. McGraw has been the Honorary Chairman of the International Chamber of Commerce since 2016, after serving as Chairman since 2013. He currently serves on the board of United Technologies Corporation.
Director Qualifications: Mr. McGraw’s experience leading a large, global public company with a significant role in the financial reporting industry provides him with valuable global financial, corporate governance and operational expertise.
|
|
|
Victoria J. Tschinkel
Age 70
Director since April 2012
|
| |
Ms. Tschinkel currently serves as the Vice Chairman of 1000 Friends of Florida and previously was its Chairwoman. In addition, Ms. Tschinkel is a director of the National Fish and Wildlife Foundation, serving on the Gulf Benefits Committee. She served as State Director of the Florida Nature Conservancy from 2003 to 2006, was senior environmental consultant to Landers & Parsons, a Tallahassee, Florida law firm, from 1987 to 2002, and was the Secretary of the Florida Department of Environmental Regulation from 1981 to 1987.
Director Qualifications: Ms. Tschinkel’s extensive environmental regulatory experience makes her well qualified to serve as a member of the Board. In addition, her relationships and experience working within the environmental community position her to advise the Board on the impact of our operations in sensitive areas.
|
|
|
Greg C. Garland
Age 60
Director since April 2012
|
| |
Mr. Garland serves as Chairman and CEO of Phillips 66. He was appointed Senior Vice President, Exploration and Production-Americas for ConocoPhillips in 2010. He was previously President and CEO of Chevron Phillips Chemical Company LLC (CPChem) from 2008 to 2010, having served as Senior Vice President, Planning and Specialty Products, CPChem, from 2000 to 2008. Mr. Garland serves on the boards of Amgen Inc. and Phillips 66 Partners GP LLC, the general partner of Phillips 66 Partners LP.
Director Qualifications: Mr. Garland’s more than 35-year career with Phillips Petroleum Company, CPChem and ConocoPhillips, and as CEO of Phillips 66, makes him well qualified to serve both as a director and as Chairman of the Board. Mr. Garland’s extensive experience in the energy industry makes his service as a director invaluable to the Company. In addition to his other skills and qualifications, Mr. Garland’s role as both Chairman and CEO of Phillips 66 serves as a vital link between the Board of Directors and management, allowing the Board to perform its oversight role with the benefit of management’s perspective on business and strategy.
|
|
|
Gary K. Adams
Age 67
Director since October 2016
|
| |
Mr. Adams is the former chief advisor of chemicals for IHSMarkit. He started his chemical industry career with Union Carbide. After 15 years serving in a number of positions at Union Carbide, Mr. Adams joined Chemical Market Associates Inc. (CMAI). He served as President, CEO and Chairman of the Board of CMAI from 1997 until its acquisition by IHS in 2011. Mr. Adams is a director of Trecora Resources and previously served on the boards of Westlake Chemical Partners LP from 2014 to 2016 and Phillips 66 Partners LP from 2013 to 2016.
Director Qualifications: Mr. Adams has a lengthy tenure and extensive experience in the energy industry, including leadership experience with operating responsibilities and in-depth knowledge of the chemicals market.
|
|
|
John E. Lowe
Age 59
Director since April 2012 |
| |
Mr. Lowe served as assistant to the CEO of ConocoPhillips, a position he held from 2008 until 2012. He previously held a series of executive positions with ConocoPhillips, including Executive Vice President, Exploration and Production, from 2007 to 2008, and Executive Vice President, Commercial, from 2006 to 2007. Mr. Lowe is a Senior Executive Advisor to Tudor, Pickering, Holt & Co. He served on the board of Agrium Inc. from 2010 to 2015 and currently serves on the boards of TransCanada Corporation and Apache Corporation, where he is Non-Executive Chairman.
Director Qualifications: Mr. Lowe has relevant industry financial expertise in addition to his extensive experience in and knowledge of the energy industry.
|
|
|
Denise L. Ramos
Age 61
Director since October 2016
|
| |
Ms. Ramos has served as the Chief Executive Officer, President and a director of ITT Inc. (formerly ITT Corporation) since 2011. She previously served as Senior Vice President and Chief Financial Officer of ITT. Prior to joining ITT, Ms. Ramos served as Chief Financial Officer for Furniture Brands International from 2005 to 2007. From 2000 to 2005, Ms. Ramos served as Senior Vice President and Corporate Treasurer at Yum! Brands, Inc. and Chief Financial Officer for the U.S. division of KFC Corporation. Ms. Ramos began her career in 1979 at Atlantic Richfield Company (ARCO), where she spent more than 20 years serving in a number of finance positions including Corporate General Auditor and Assistant Treasurer.
Ms. Ramos served on the board of Praxair, Inc. from 2014 to 2016. She serves on the board of trustees for the Manufacturers Alliance for Productivity and Innovation, and is a member of the Business Council.
Director Qualifications: Ms. Ramos has more than two decades of experience in the oil and gas industry and possesses significant retail and customer-centric experience. In addition to her financial expertise, she has extensive operational and manufacturing experience with industrial companies.
|
|
|
William R. Loomis, Jr.
Age 69
Director since April 2012
|
| |
Mr. Loomis has been an independent financial advisor since 2009. He was a general partner and Managing Director of Lazard Freres & Co. from 1984 to 2002, the CEO of Lazard LLC from 2000 to 2001 and a Limited Managing Director of Lazard LLC from 2002 to 2004. Mr. Loomis served as a director of L Brands Inc. from 2005 to 2016.
Director Qualifications: Mr. Loomis has extensive executive experience and financial expertise, as well as substantial history as a senior strategic advisor to complex businesses and multiple executives.
|
|
|
Glenn F. Tilton
Age 69
Director since April 2012
|
| |
Mr. Tilton served as Chairman of the Midwest of JPMorgan Chase & Co. from 2011 to 2014. From 2002 to 2010, he served as Chairman, President and CEO of UAL Corporation, a holding company, and United Air Lines, Inc., an air transportation company and wholly-owned subsidiary of UAL Corporation. Mr. Tilton previously spent more than 30 years in increasingly senior roles with Texaco Inc., including Chairman and CEO in 2001. He served as Non-Executive Chairman of the Board of United Continental Holdings Inc. from 2010 to 2013 and currently serves on the boards of Abbott Laboratories and AbbVie Inc. (as lead director).
Director Qualifications: Mr. Tilton has strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as 30 years of experience in the energy industry and expertise in finance and capital markets matters.
|
|
|
Marna C. Whittington
Age 70
Director since May 2012
|
| |
Dr. Whittington was CEO of Allianz Global Investors Capital, a diversified global investment firm, from 2002 until her retirement in 2012. She was Chief Operating Officer of Allianz Global Investors, the parent company of Allianz Global Investors Capital, from 2001 to 2011. Prior to that, she was Managing Director and Chief Operating Officer of Morgan Stanley Asset Management. Dr. Whittington started in the investment management industry in 1992, joining Philadelphia-based Miller Anderson & Sherrerd. Previously, she was Executive Vice President and CFO of the University of Pennsylvania, from 1984 to 1992. Earlier, she served as Budget Director and, subsequently, Secretary of Finance for the State of Delaware. Dr. Whittington served on the board of Rohm & Haas Company from 1989 to 2009 and currently serves on the boards of Macy’s, Inc. and Oaktree Capital Group, LLC.
Director Qualifications: Dr. Whittington has extensive knowledge of and substantial experience in financial, investment, and banking matters, and has served on compensation committees. She also provides valuable insight from her previous experience serving on the board of a chemicals company and as a statewide cabinet officer.
|
|
|
Fees (in millions)
|
| |
2017
|
| |
2016
|
|
| Audit Fees(1) | | |
$11.8
|
| |
$13.5
|
|
| Audit-Related Fees(2) | | |
0.6
|
| |
0.6
|
|
| Tax Fees(3) | | |
0.2
|
| |
0.2
|
|
| All Other Fees | | |
0.2
|
| |
0.2
|
|
| Total | | |
$12.8
|
| |
$14.5
|
|
|
|
| |
0.14
|
| | Our combined TRR was the lowest in our Company history and our Process Safety Event (PSE) rate of 0.03 was industry leading; however, our performance was diminished by a serious incident. | |
|
97.6%
|
| |
During the largest turnaround year in our Company’s history, our assets were available to run 3.5% more than our target goal.
|
| |||
|
#1
|
| |
For the second year in a row we had the lowest number of Reportable Environmental Events in our Company’s history.
|
| |||
|
|
| |
Six refineries were recognized in 2017 as 2016 American Fuel & Petrochemical Manufacturers Safety Award winners, with one receiving the Distinguished Safety Award—our industry’s highest level of safety recognition.
|
| |||
|
|
| |
33%
|
| | CPChem recently completed its U.S. Gulf Coast Petrochemicals project consisting of a world-scale ethane cracker and two polyethylene units. The project increases CPChem’s global ethylene and polyethylene capacity by approximately 33%. | |
|
$2.4
billion |
| |
We completed a $2.4 billion dropdown of Refining and Midstream assets into Phillips 66 Partners LP (PSXP).
|
| |||
|
|
| |
|
| | In Refining, we aim to be an efficient, low-cost, and reliable operator. We invest in smaller, high-return, quick payout projects to enhance margins. During 2017, we increased heavy crude processing capability at the Billings Refinery and completed a diesel recovery project at the Ponca City Refinery. | |
|
$6.3
billion |
| |
Our Adjusted Controllable Costs were 2% below budget, while absorbing company growth. We have successfully executed the construction of major projects and maintained our disciplined approach to capital allocation.
|
| |||
|
|
| |
11%
|
| | We increased our quarterly dividend by 11%, our seventh increase in 5 years. | |
|
21%
|
| |
Our diversified structure allows us to invest where profitable across multiple streams of business, delivering a 2017 TSR of 21%. Our cumulative TSR since our Company inception in May 2012 through the end of 2017 was 257%—outperforming both our peer group and the broader market.
|
| |||
|
$3.0
billion |
| |
In 2017, we delivered $3 billion to shareholders through dividends and share repurchases. Since our inception in 2012, we have distributed $16.4 billion to shareholders, through dividends, share repurchases and share exchanges.
|
| |||
|
|
| |
25%
|
| | Approximately 25% of our global workforce resided in locations impacted by Hurricane Harvey, yet almost all assets were operating by mid-September. We provided employees with $4.3 million in financial assistance through emergency cash and interest free loans, and donated an additional $4 million to charitable relief efforts. | |
|
73,000
|
| |
Last year, our employees volunteered 73,000 hours to organizations in their local communities. Additionally, Phillips 66 provided $28 million in financial support to organizations promoting education, environmental sustainability, and community safety and preparedness.
|
| |||
|
✔
|
| |
Internally we focused on achievement of our corporate priorities centered around promoting a culture of inclusion and diversity, building leadership capabilities, and maximizing the performance of our people.
|
|
|
Name
|
| |
Title
|
|
| Greg Garland | | | Chairman and CEO | |
| Robert Herman | | | Executive Vice President, Refining | |
| Paula Johnson | | | Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary | |
| Kevin Mitchell | | | Executive Vice President, Finance and CFO | |
| Tim Taylor | | | President | |
|
KEY ELEMENTS OF PAY
|
| |
DELIVERED VIA
|
| |
TARGET AMOUNT
|
| |
PERFORMANCE DRIVERS
(AND WEIGHTINGS) |
|
| Base Salary | | |
Cash
|
| |
Benchmarked to compensation peer group median; adjusted for experience, responsibility, performance and potential
|
| |
Annual fixed cash compensation to attract and retain NEOs
|
|
| Annual Incentive | | |
Variable Cash Incentive Program (VCIP)
|
| |
100% of Annual Performance-Based Compensation Target
|
| |
Adjusted EBITDA (40%)
Operating Excellence (35%) Adjusted Controllable Costs (15%) High-Performing Organization (10%) Individual Modifier (+/- 50% of target) |
|
|
Long-Term Incentives (LTI)
|
| |
Performance Share Program (PSP) (3-year performance period)
|
| |
50% of LTI Target
|
| |
Absolute ROCE (25%)
Relative ROCE (25%) Relative TSR (50%) |
|
| | | |
Stock Option Program(1)
|
| |
25% of LTI Target
|
| |
Long-term stock price appreciation
|
|
| | | |
Restricted Stock Unit (RSU) Program
|
| |
25% of LTI Target
|
| |
Long-term stock price appreciation
|
|
|
WE DO...
|
|
|
✔
Target the majority of NEO compensation to be performance based
|
|
|
✔
Link NEO compensation to shareholder value creation by having a significant portion of compensation at risk
|
|
|
✔
Apply multiple performance metrics aligned with our corporate strategy to measure our performance
|
|
|
✔
Cap maximum payouts under our VCIP and equity programs
|
|
|
✔
Employ a “double trigger” for severance benefits and equity awards under our Key Employee Change in Control Severance Plan (CICSP)
|
|
|
✔
Include absolute and relative metrics in our LTI programs
|
|
|
✔
Maintain stock ownership guidelines for executives—Chief Executive Officer (CEO) 6x base salary; other NEOs 3-5x base salary
|
|
|
✔
Balance, monitor and manage compensation risk through regular assessments and robust clawback provisions
|
|
|
✔
Have extended vesting periods on stock awards, with a minimum one-year vesting period required for stock and stock option awards
|
|
|
✔
Intend to qualify compensation payments for deductibility under Section 162(m)
|
|
|
✔
Maintain a fully independent Compensation Committee
|
|
|
✔
Retain an independent compensation consultant
|
|
|
✔
Hold a Say-on-Pay vote annually
|
|
|
WE DO NOT...
|
|
|
✗
Provide excise tax gross-ups to our NEOs under our CICSP
|
|
|
✗
Reprice stock options without shareholder approval
|
|
|
✗
Price stock options below grant date fair market value
|
|
|
✗
Allow share recycling for stock options
|
|
|
✗
Have evergreen provisions in our active equity plans
|
|
|
✗
Allow hedging or pledging of Phillips 66 stock, or trading of Phillips 66 stock outside of approved windows
|
|
|
WE DO NOT...
|
|
|
✗
Pay dividends during the performance period on PSP targets
|
|
|
✗
Allow transfer of equity awards (except in the case of death)
|
|
|
✗
Provide separate supplemental executive retirement benefits for individual NEOs
|
|
|
✗
Maintain individual change-in-control agreements
|
|
|
✗
Have an employment agreement with the CEO
|
|
|
✗
Have excessive perquisites
|
|
|
Name
|
| |
Salary as of 1/1/2017
($) |
| |
Salary as of 3/1/2017
($) |
| |
Salary as of 12/31/2017
($) |
|
| Greg Garland | | |
1,625,016
|
| |
1,675,008
|
| |
1,675,008
|
|
| Robert Herman | | |
670,008
|
| |
693,480
|
| |
693,480
|
|
| Paula Johnson | | |
704,568
|
| |
749,664
|
| |
749,664
|
|
| Kevin Mitchell | | |
692,136
|
| |
712,920
|
| |
712,920
|
|
| Tim Taylor | | |
1,080,768
|
| |
1,124,016
|
| |
1,124,016
|
|
| | | |
Payout Levels Based on Performance
|
| |
2017
Results |
| |
Payout
% |
| |||||||||
| | | |
0%
|
| |
50%
|
| |
100%
|
| |
200%
|
| ||||||
| Combined TRR | | |
> 0.38
|
| |
0.38
|
| |
0.30
|
| |
0.24
|
| |
0.14
|
| |
180%
|
|
| Combined LWCR | | |
> 0.08
|
| |
0.08
|
| |
0.06
|
| |
0.04
|
| |
0.04
|
| |
200%
|
|
| Process Safety Rate | | |
> 0.09
|
| |
0.09
|
| |
0.08
|
| |
0.05
|
| |
0.03
|
| |
180%
|
|
| Environmental Events | | |
> 163
|
| |
163
|
| |
142
|
| |
123
|
| |
103
|
| |
200%
|
|
| Asset Availability | | |
< 92.4%
|
| |
92.4%
|
| |
94.1%
|
| |
95.8%
|
| |
97.6%
|
| |
200%
|
|
|
Combined Operating Excellence
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
192%
|
|
|
Metric
|
| |
Payout Percentage
|
| |
Weight
|
| |
Corporate Amount
|
|
| Adjusted EBITDA | | |
86%
|
| |
40%
|
| |
35%
|
|
| Operating Excellence | | |
192%
|
| |
35%
|
| |
67%
|
|
| Adjusted Controllable Costs | | |
173%
|
| |
15%
|
| |
26%
|
|
| High-Performing Organization | | |
120%
|
| |
10%
|
| |
12%
|
|
|
Total Corporate Payout
|
| |
|
| |
|
| |
140%
|
|
| | | |
GROWTH INITIATIVES
|
| |
IMPROVING RETURNS
|
| |
DISTRIBUTIONS
|
| |||||||||||||||||||||
| | | |
Beaumont
Expansion |
| |
Pipeline
Investments |
| |
CP Chem
Capacity |
| |
DCP
Restructure and Expansion |
| |
PSXP
Transactions |
| |
High
Return Refining Projects |
| |
Commercial
Rebranding |
| |
Sustainability
Initiatives |
| |
Control
Costs |
| |
Share
Repurchases & Dividend Growth |
|
| Greg Garland | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
|
| Robert Herman | | |
✔
|
| |
✔
|
| |
✔
|
| | | | |
✔
|
| |
✔
|
| | | | |
✔
|
| |
✔
|
| | | |
| Paula Johnson | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | | | | | |
✔
|
| |
✔
|
| | | |
| Kevin Mitchell | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | | | | | |
✔
|
| |
✔
|
| |
✔
|
|
| Tim Taylor | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | | |
✔
|
| |
✔
|
| |
✔
|
| | | |
| | | |
2017 Eligible
Earnings ($) |
| |
Target VCIP
Percentage (%) |
| |
Corporate
Payout Percentage (%) |
| |
Individual Performance
Adjustment (%) |
| |
Total Payout
($) |
|
| Greg Garland | | |
1,666,676
|
| |
160%
|
| |
140%
|
| |
—%
|
| |
3,733,354
|
|
| Robert Herman | | |
689,568
|
| |
85%
|
| |
140%
|
| |
—%
|
| |
820,586
|
|
| Paula Johnson | | |
742,148
|
| |
90%
|
| |
140%
|
| |
15%
|
| |
1,035,296
|
|
| Kevin Mitchell | | |
709,456
|
| |
85%
|
| |
140%
|
| |
15%
|
| |
934,708
|
|
| Tim Taylor | | |
1,116,808
|
| |
110%
|
| |
140%
|
| |
15%
|
| |
1,904,158
|
|
|
Metric
|
| |
Weight
|
| |
Performance Share Program 2015-2017
|
| ||||||
|
Threshold(1)
|
| |
Target(2)
|
| |
Maximum(3)
|
| ||||||
| Absolute ROCE | | |
25%
|
| |
3.8%
average of 2015 (4.3%),
2016 (4.4%), and 2017 (2.8%) delivers sustaining capital and
shareholder dividend commitments over 3-year period |
| |
10.4%
average of 2015 (10.4%),
2016 (10.8%), and 2017 (9.9%) delivers WACC +1.5%
over 3-year period |
| |
11.9%
average of 2015 (11.9%),
2016 (12.3%), and 2017 (11.4%) delivers WACC +3.0%
over 3-year period |
|
| Relative ROCE | | |
25%
|
| |
above 10th percentile
of Performance Peers |
| |
median of Performance Peers
|
| |
above 90th percentile
of Performance Peers |
|
| Relative TSR | | |
50%
|
| |
above 10th percentile
of Performance Peers |
| |
median of Performance Peers
|
| |
above 90th percentile
of Performance Peers |
|
|
NAME
|
| |
PSP 2017-2019(1)
($) |
| |
STOCK OPTIONS(2)
($) |
| |
RSUs(3)
($) |
| |
TOTAL TARGET
($) |
|
| Greg Garland | | |
5,898,808
|
| |
2,949,404
|
| |
2,949,404
|
| |
11,797,616
|
|
| Robert Herman | | |
1,142,364
|
| |
519,256
|
| |
571,182
|
| |
2,232,802
|
|
| Paula Johnson | | |
1,278,791
|
| |
581,269
|
| |
639,395
|
| |
2,499,455
|
|
| Kevin Mitchell | | |
1,072,811
|
| |
536,405
|
| |
536,405
|
| |
2,145,621
|
|
| Tim Taylor | | |
2,593,843
|
| |
1,080,768
|
| |
1,296,922
|
| |
4,971,533
|
|
|
2017 Compensation Peer Group
|
| ||||||
| 3M Company (MMM) | | |
E. I. du Pont de Nemours and Company (DD)
|
| | Lockheed Martin Corporation (LMT) | |
| Archer-Daniels-Midland Company (ADM) | | | Ford Motor Company (F) | | | LyondellBasell Industries N.V. (LYB) | |
| The Boeing Company (BA) | | | General Dynamics Corporation (GD) | | | Marathon Petroleum Corporation (MPC) | |
| Caterpillar Inc. (CAT) | | | General Motors Company (GM) | | | Tesoro Corporation (TSO) | |
| Chevron Corporation (CVX) | | | Halliburton Company (HAL) | | | United Technologies Corporation (UTX) | |
| Deere and Company (DE) | | | Honeywell International Inc. (HON) | | | Valero Energy Corporation (VLO) | |
| The Dow Chemical Company (DOW) | | | Johnson Controls, Inc. (JCI) | | | | |
|
2018 Compensation Peer Group
|
| ||||||
| Anadarko Petroleum Corporation (APC) | | | Enterprise Products Partners L.P. (EPD) | | | Honeywell International Inc. (HON) | |
| Andeavor (ANDV) | | | Exxon Mobil Corporation (XOM) | | | LyondellBasell Industries N.V. (LYB) | |
| Archer-Daniels-Midland Company (ADM) | | | Ford Motor Company (F) | | | Marathon Petroleum Corporation (MPC) | |
| Chevron Corporation (CVX) | | | General Motors Company (GM) | | | Schlumberger Limited (SLB) | |
| ConocoPhillips (COP) | | | Halliburton Company (HAL) | | | Valero Energy Corporation (VLO) | |
| DowDuPont Inc. (DWDP) | | | | | | | |
|
Refining and Marketing
|
| |
Midstream
|
| |
Chemicals
|
|
| Delek US Holdings, Inc. (DK) | | | Energy Transfer Equity, L.P. (ETE) | | | Celanese Corporation (CE) | |
| HollyFrontier Corporation (HFC) | | | Enterprise Products Partners L.P. (EPD) | | | The Dow Chemical Company (DOW) | |
| Marathon Petroleum Corporation (MPC) | | | ONEOK, Inc. (OKE) | | | Eastman Chemical Company (EMN) | |
| PBF Energy Inc. (PBF) | | | Targa Resources Corp. (TRGP) | | | Huntsman Corporation (HUN) | |
| Tesoro Corporation (TSO) | | | | | | Westlake Chemical Corporation (WLK) | |
| Valero Energy Corporation (VLO) | | | | | | | |
| Western Refining Inc. (WNR) | | | | | | | |
|
EXECUTIVE LEVEL
|
| |
SALARY MULTIPLE
|
|
| Chairman and CEO | | |
6
|
|
| President | | |
5
|
|
| Executive Vice President | | |
3-5
|
|
|
NAME AND POSITION
|
| |
YEAR
|
| |
SALARY(1)
($) |
| |
BONUS(2)
($) |
| |
STOCK
AWARDS(3) ($) |
| |
OPTION
AWARDS(4) ($) |
| |
NON-EQUITY
INCENTIVE PLAN COMPENSATION(5) ($) |
| |
CHANGE IN
PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(6) ($) |
| |
ALL OTHER
COMPENSATION(7) ($) |
| |
TOTAL
($) |
| |||||||||||||||||||||||||||
|
Greg Garland
Chairman and CEO |
| | | | 2017 | | | | | | 1,666,676 | | | | | | — | | | | | | 8,785,668 | | | | | | 2,951,040 | | | | | | 3,733,354 | | | | | | 6,270,030 | | | | | | 244,128 | | | | | | 23,650,896 | | |
| | | 2016 | | | | | | 1,616,816 | | | | | | — | | | | | | 8,677,840 | | | | | | 2,861,166 | | | | | | 3,751,013 | | | | | | 7,897,187 | | | | | | 251,272 | | | | | | 25,055,294 | | | |||
| | | 2015 | | | | | | 1,549,164 | | | | | | — | | | | | | 8,290,120 | | | | | | 2,763,828 | | | | | | 4,585,525 | | | | | | 5,531,249 | | | | | | 211,253 | | | | | | 22,931,139 | | | |||
|
Robert Herman
Executive Vice President, Refining |
| | | | 2017 | | | | | | 689,568 | | | | | | — | | | | | | 1,701,495 | | | | | | 520,672 | | | | | | 820,586 | | | | | | 208,340 | | | | | | 1,572,730 | | | | | | 5,513,391 | | |
| | | 2016 | | | | | | 661,608 | | | | | | — | | | | | | 1,621,773 | | | | | | 486,432 | | | | | | 815,432 | | | | | | 223,973 | | | | | | 646,450 | | | | | | 4,455,668 | | | |||
| | | 2015 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Paula Johnson
Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary |
| | | | 2017 | | | | | | 742,148 | | | | | | — | | | | | | 1,904,666 | | | | | | 581,728 | | | | | | 1,035,296 | | | | | | 1,125,884 | | | | | | 82,714 | | | | | | 5,472,436 | | |
| | | 2016 | | | | | | 698,976 | | | | | | — | | | | | | 1,847,570 | | | | | | 553,992 | | | | | | 912,164 | | | | | | 939,432 | | | | | | 90,168 | | | | | | 5,042,302 | | | |||
| | | 2015 | | | | | | 640,512 | | | | | | — | | | | | | 1,802,647 | | | | | | 472,884 | | | | | | 1,019,055 | | | | | | 592,646 | | | | | | 71,233 | | | | | | 4,598,977 | | | |||
|
Kevin Mitchell
Executive Vice President, Finance and CFO |
| | | | 2017 | | | | | | 709,456 | | | | | | — | | | | | | 1,597,830 | | | | | | 537,632 | | | | | | 934,708 | | | | | | 124,156 | | | | | | 93,540 | | | | | | 3,997,322 | | |
| | | 2016 | | | | | | 688,448 | | | | | | — | | | | | | 1,732,942 | | | | | | 520,212 | | | | | | 760,735 | | | | | | 100,918 | | | | | | 67,857 | | | | | | 3,871,112 | | | |||
| | | 2015 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Tim Taylor
President |
| | | | 2017 | | | | | | 1,116,808 | | | | | | — | | | | | | 3,863,324 | | | | | | 1,082,048 | | | | | | 1,904,158 | | | | | | 298,946 | | | | | | 197,064 | | | | | | 8,462,348 | | |
| | | 2016 | | | | | | 1,071,376 | | | | | | — | | | | | | 3,729,811 | | | | | | 1,025,223 | | | | | | 1,826,696 | | | | | | 325,493 | | | | | | 169,570 | | | | | | 8,148,169 | | | |||
| | | 2015 | | | | | | 1,004,712 | | | | | | — | | | | | | 3,447,557 | | | | | | 985,332 | | | | | | 2,210,366 | | | | | | 183,866 | | | | | | 133,338 | | | | | | 7,965,171 | | |
|
NAME
|
| |
COMPANY
CONTRIBUTIONS TO NONQUALIFIED DEFINED CONTRIBUTION PLANS(a) ($) |
| |
EXECUTIVE
GROUP LIFE INSURANCE PREMIUMS(b) ($) |
| |
EXECUTIVE
HEALTH SERVICES(c) ($) |
| |
FINANCIAL
COUNSELING(d) ($) |
| |
MATCHING
CONTRIBUTIONS UNDER THE TAX-QUALIFIED SAVINGS PLAN(e) ($) |
| |
MATCHING
GIFT PROGRAM(f) ($) |
| |
MISCELLANEOUS
PERQUISITES AND TAX PROTECTION(g) ($) |
| |
PERSONAL USE
OF COMPANY AIRCRAFT(h) ($) |
|
| Greg Garland | | |
97,767
|
| |
13,200
|
| |
962
|
| |
16,810
|
| |
18,900
|
| |
15,000
|
| |
22,333
|
| |
59,156
|
|
| Robert Herman | | |
29,370
|
| |
3,558
|
| |
747
|
| |
16,796
|
| |
18,900
|
| |
1,000
|
| |
1,502,359
|
| |
—
|
|
| Paula Johnson | | |
33,050
|
| |
2,048
|
| |
—
|
| |
—
|
| |
18,900
|
| |
20,000
|
| |
8,716
|
| |
—
|
|
| Kevin Mitchell | | |
30,762
|
| |
1,958
|
| |
847
|
| |
16,687
|
| |
18,900
|
| |
12,000
|
| |
12,386
|
| |
—
|
|
| Tim Taylor | | |
59,277
|
| |
8,845
|
| |
1,008
|
| |
16,614
|
| |
18,900
|
| |
—
|
| |
35,762
|
| |
56,658
|
|
| | | | | | | | | |
ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS(2) |
| |
ESTIMATED FUTURE PAYOUTS UNDER
EQUITY INCENTIVE PLAN AWARDS(3) |
| |
ALL OTHER
STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(4) (#) |
| |
ALL OTHER
OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) |
| |
EXERCISE
OR BASE PRICE OF OPTION AWARDS ($/SH) |
| |
GRANT DATE
FAIR VALUE OF STOCK AND OPTION AWARDS(5) ($) |
|||||||||||||||||||||||||||||||||||||||||
|
NAME
|
| |
GRANT
DATE(1) |
| |
THRESHOLD
($) |
| |
TARGET
($) |
| |
MAXIMUM
($) |
| |
THRESHOLD
(#) |
| |
TARGET
(#) |
| |
MAXIMUM
(#) |
| |||||||||||||||||||||||||||||||||||||||||||
|
Greg Garland
|
| | | | | | | | | | — | | | | | | 2,666,682 | | | | | | 6,666,705 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,584 | | | | | | — | | | | | | — | | | | | | 2,949,404 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,371 | | | | | | 148,742 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,836,264 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 174,000 | | | | | | 78.475 | | | | | | 2,951,040 | |||
|
Robert Herman
|
| | | | | | | | | | — | | | | | | 586,133 | | | | | | 1,465,333 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,279 | | | | | | — | | | | | | — | | | | | | 571,220 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,403 | | | | | | 28,806 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,130,275 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,700 | | | | | | 78.475 | | | | | | 520,672 | |||
|
Paula Johnson
|
| | | | | | | | | | — | | | | | | 667,933 | | | | | | 1,669,833 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,148 | | | | | | — | | | | | | — | | | | | | 639,414 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,123 | | | | | | 32,246 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,265,252 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,300 | | | | | | 78.475 | | | | | | 581,728 | |||
|
Kevin Mitchell
|
| | | | | | | | | | — | | | | | | 603,038 | | | | | | 1,507,595 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,835 | | | | | | — | | | | | | — | | | | | | 536,377 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,526 | | | | | | 27,052 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061,453 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,700 | | | | | | 78.475 | | | | | | 537,632 | |||
|
Tim Taylor
|
| | | | | | | | | | — | | | | | | 1,228,489 | | | | | | 3,071,223 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,527 | | | | | | — | | | | | | — | | | | | | 1,296,956 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,703 | | | | | | 65,406 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,566,368 | |||
| | | 2/7/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,800 | | | | | | 78.475 | | | | | | 1,082,048 |
| | | | | | | | | |
OPTION AWARDS(1)
|
| |
STOCK AWARDS
|
|||||||||||||||||||||||||||||||||||||||||
|
NAME
|
| |
GRANT
DATE(2) |
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE(3) (#) |
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) |
| |
OPTION
EXERCISE PRICE ($) |
| |
OPTION
EXPIRATION DATE |
| |
NUMBER OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(4) (#) |
| |
MARKET
VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) |
| |
EQUITY
INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(5) (#) |
| |
EQUITY
INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) |
||||||||||||||||||||||||||
|
Greg Garland
|
| | | | 2/9/2012 | | | | | | 42,728 | | | | | | — | | | | | | 32.030 | | | | | | 2/9/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | 2/7/2013 | | | | | | 158,500 | | | | | | — | | | | | | 62.170 | | | | | | 2/7/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/6/2014 | | | | | | 126,300 | | | | | | — | | | | | | 72.255 | | | | | | 2/6/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/3/2015 | | | | | | 97,800 | | | | | | 48,900 | | | | | | 74.135 | | | | | | 2/3/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/2/2016 | | | | | | 56,466 | | | | | | 112,934 | | | | | | 78.620 | | | | | | 2/2/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/7/2017 | | | | | | — | | | | | | 174,000 | | | | | | 78.475 | | | | | | 2/7/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 589,087 | | | | | | 59,586,150 | | | | | | 148,369 | | | | | | 15,007,524 | |||
|
Robert Herman
|
| | | | 2/9/2012 | | | | | | 47,433 | | | | | | — | | | | | | 32.030 | | | | | | 2/9/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | 2/7/2013 | | | | | | 12,300 | | | | | | — | | | | | | 62.170 | | | | | | 2/7/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/6/2014 | | | | | | 11,400 | | | | | | — | | | | | | 72.255 | | | | | | 2/6/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/3/2015 | | | | | | 15,666 | | | | | | 7,834 | | | | | | 74.135 | | | | | | 2/3/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/2/2016 | | | | | | 9,600 | | | | | | 19,200 | | | | | | 78.620 | | | | | | 2/2/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | 2/7/2017 | | | | | | — | | | | | | 30,700 | | | | | | 78.475 | | | | | | 2/7/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | | | | | | | — | | | | | |