
Elliott Investment Management LP has nominated seven candidates with the “best-in-class experience in refining and midstream operations”, including an Elliott partner, for election to Phillips 66’s board at the company’s upcoming yearly meeting of shareholders.
The investor, which has a declared investment of over $2.5 billion in Phillips 66, is pushing for portfolio simplification, an operational review and stronger oversight, blaming Phillip66’s current structure and leadership for “persistent underperformance”.
“The director nominees announced today will bring the right experience and objective perspectives to the Board as it executes the best path forward for the Company, including by bolstering accountability and improving oversight of management initiatives”, Elliott said in an online statement Tuesday.
The nominees are Brian Coffman, ex-chief executive of Motiva Enterprises and former senior vice president (SVP) for refining at Andeavor; Sigmund Cornelius, former SVP and chief financial officer of ConocoPhillips; Michael Heim, co-founder and former president and chief operating officer of Targa Resources; Alan Hirshberg, former executive VP for production, drilling and projects at ConocoPhillips; Gillian Hobson, former capital markets partner at Vinson & Elkins; Stacy Nieuwoudt, former energy and industrials analyst at Citadel; and John Pike, partner at Elliott.
Two of Phillips 66’s 14 seating directors, 13 of whom are independent according to the company, have decided not to stand for re-election, according to a disclosure with the Securities and Exchange Commission (SEC) February 12.
Gary K. Adams and Denise L. Ramos’s decisions “were not the result of any disagreement between either director and the Company relating to the Company’s operations, policies or practices”, Phillips 66 told the SEC.
In Tuesday’s statement Elliott noted Phillips 66 “has not disclosed how many seats will now be up for election or who it will be nominating”.
“Elliott’s candidates were chosen through a comprehensive search process to identify professionals with complementary backgrounds and experience related to improving refining and midstream operations, evaluating complex strategic transactions and enhancing corporate governance”, Elliott added.
“Prior to the filing of Elliott’s definitive proxy materials, Elliott will identify the final slate of director candidates that will stand for election at the Annual Meeting”.
Concurrently Elliott announced a non-binding proposal for Phillips 66 to institute annual director elections.
“Over five of the last nine years, the Company has put forward multiple proposals to declassify the Board – all of which received strong stockholder support (including 99 percent of the shares voted in 2023) but failed to achieve the 80 percent supermajority threshold of shares outstanding to allow for a Charter amendment”, Elliott said.
Phillips 66 has yet to reply to a comment request emailed by Rigzone.
For the fourth quarter of 2024 Phillips 66 saw refining losses deepen to $775 million from $108 million for the prior quarter. For the fourth quarter of the prior year, Phillips 66’s refining business logged $814 million in net income.
Realized refining margins averaged $6.08 a barrel in the October-December 2024 period, down from $8.31 for the prior quarter and $14.41 for the corresponding quarter in 2023.
Phillips 66 posted $8 million in net profit for the fourth quarter of 2024, a dramatic fall from $1.26 billion for the same three-month period in 2023.
Phillips 66 kept its crude capacity utilization stable at 94 percent between the third and fourth quarters of 2024.
Refining turnaround expenses dropped sequentially from $137 million to $123 million.
When adjusted for extraordinary or nonrecurring items, the refining segment lands at a $759 million net loss for the fourth quarter of 2024, compared to a $67 million net loss for the third quarter of 2024.
Before interest, tax, amortization and depreciation deductions, the refining segment had an adjusted net loss of $298 million, compared to an adjusted net profit of $188 million for the preceding quarter.
“Refining adjusted pre-tax loss increased [quarter-on-quarter] primarily due to a decline in realized margins largely driven by lower market crack spreads and accelerated depreciation associated with the planned ceasing of operations at the Los Angeles Refinery, partially offset by a higher clean product yield”, Phillips 66 said in its quarterly report published January 31, 2025.
Phillips 66 announced October 16, 2024, it would cease production at the Los Angeles refinery by the end of 2025, with chief executive Mark Lashier citing uncertainty from “market dynamics”.
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