UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
PLAINS GP HOLDINGS, L.P.
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0 -11.

 
[MISSING IMAGE: lg_plainsgphold-pn.jpg]
April 14, 2023
Dear Fellow Plains Investors,
We are grateful for your investment in Plains, and we are pleased to invite you to join us for our May 24, 2023 annual meeting.
2022 represented a critical inflection point for Plains. We exited the year in a position of financial strength and well positioned to continue delivering strong operating and financial results. Throughout the year, we executed on our goals and initiatives in a dynamic macro environment.
Our integrated business model, flexible asset base and strong execution allowed us to capture increasing volumes from production growth and capitalize on commercial opportunities. As a result, we exceeded our financial guidance while also achieving record health, safety and environmental performance by meeting or exceeding 20% reduction targets in our key metrics. Overall achievements from 2022 include:

Delivered $2.51 billion in Adjusted EBITDA attributable to PAA and Implied Distributable Cash Flow per Common Unit and Common Unit Equivalent of $2.26, exceeding our initial February targets of $2.2 billion and $2.00, respectively;

Generated $1.61 billion in Free Cash Flow, returned approximately $658 million to common equity holders via distributions and unit repurchases, invested approximately $500 million of investment and maintenance capital, repaid $774 million of total debt and achieved a year-end leverage ratio (total debt/adjusted EBITDA) of 3.7x approximately one year earlier than originally planned;

Completed and/or announced several win-win strategic transactions, all of which further optimized our asset base and streamlined our operations; and

Announced multi-year capital allocation framework prioritizing Free Cash Flow generation, financial flexibility and targeting increasing return of capital to equity holders.
As we look ahead, we remain constructive on the long-term fundamentals that underpin our business and the need for North American energy, with recent events serving as a reminder that all forms of energy are needed to satisfy growing global energy demand. Underlying supply and demand fundamentals, together with realistic assumptions regarding the growth of various sources of energy, support our belief that hydrocarbons will remain an essential part of the world economy for decades to come. Energy from hydrocarbons will play a key role in supporting a growing global population, reducing poverty, extending longevity and improving overall quality of life.
With our network of strategically located North American midstream assets and our focus on the long-term positioning and optimization of our business, we believe we are very well positioned to play a critical role in the delivery of energy across North America and globally. As we do so, we will remain focused on generating meaningful multi-year free cash flow and maintaining a balanced approach to capital allocation that includes debt reduction and increasing returns of capital to equity holders through distribution increases and opportunistic repurchases. We believe the execution of our plan will deliver strong performance and enhanced value for our investors over the long term.
We appreciate your continued investment and support and we look forward to your participation in our 2023 annual meeting in May.
Sincerely,
[MISSING IMAGE: sg_williechiang-bw.jpg]
Willie Chiang
Chairman of the Board & CEO
 

 
[MISSING IMAGE: lg_plainsgphold-pn.jpg]
Plains GP Holdings, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 24, 2023
To the holders of Class A, Class B and Class C shares of Plains GP Holdings, L.P.:
The 2023 Annual Meeting (the “PAGP Annual Meeting”) of the Class A, Class B and Class C shareholders (collectively, our “Shareholders”) of Plains GP Holdings, L.P. will be held on May 24, 2023, at 10:30 a.m. Central Time, in the Texas Room located on the 19th Floor of Three Allen Center, 333 Clay Street, Houston, Texas 77002. At the PAGP Annual Meeting, our Shareholders will consider and vote on the following matters:
1.
The election of four Class I directors to serve on the board of directors (the “Board”) of PAA GP Holdings LLC until the 2026 annual meeting;
2.
The ratification of the appointment of PricewaterhouseCoopers LLP as our and Plains All American Pipeline, L.P.’s (“PAA”) independent registered public accounting firm for the fiscal year ending December 31, 2023;
3.
The approval, on a non-binding advisory basis, of our 2022 named executive officer compensation; and
4.
Any proposal to transact such other business as may properly come before the PAGP Annual Meeting and any adjournment or postponement thereof.
The Board unanimously recommends that our Shareholders vote “FOR” proposals 1, 2 and 3. Additional information regarding these proposals is included in the attached proxy statement. See “Information About the PAA and PAGP Annual Meetings” below for more information.
Shareholders as of the close of business on March 27, 2023 (the “Record Date”) are entitled to receive notice of and to vote at the PAGP Annual Meeting and any postponements or adjournments thereof. A list of Shareholders entitled to vote is on file at our principal offices, 333 Clay Street, Suite 1600, Houston, Texas 77002.
Your vote is very important. Whether or not you plan to attend the PAGP Annual Meeting, please cast your vote by following the Internet or telephone voting instructions on the proxy card. You may also vote by completing, signing and dating the accompanying proxy card and returning it promptly in the postage-prepaid envelope provided. See “Questions and Answers About the PAGP Annual Meeting — How do I vote?” in the attached proxy statement for more details. Returning the proxy card or voting on the Internet or by telephone does not deprive you of your right to attend the PAGP Annual Meeting and to vote your shares for the matters to be acted upon at the PAGP Annual Meeting.
 

 
By Order of the Board of Directors of
PAA GP Holdings LLC, general partner of
Plains GP Holdings, L.P.
[MISSING IMAGE: sg_richardmcgee-bw.jpg]
Richard McGee
Executive Vice President, General Counsel and Secretary
Houston, Texas
April 14, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 24, 2023
The Notice of Annual Meeting, the proxy statement for the Annual Meeting and our 2022 Annual
Report are available at http://www.astproxyportal.com/ast/21140/.
 

 
TABLE OF CONTENTS
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PLAINS GP HOLDINGS, L.P.
PROXY STATEMENT
For
2023 Annual Meeting of Shareholders To Be Held On May 24, 2023
GENERAL INFORMATION ABOUT THE PLAINS GP HOLDINGS, L.P.
ANNUAL MEETING
The board of directors (the “Board”) of PAA GP Holdings LLC (“PAGP GP” or our “general partner”), is soliciting proxies to be voted on behalf of our Class A, Class B and Class C shareholders (collectively, our “Shareholders”) at the 2023 annual meeting of Shareholders (the “PAGP Annual Meeting”). This proxy statement is being furnished to you in connection with the solicitation of proxies by and on behalf of the Board for use at the PAGP Annual Meeting and includes information about the matters to be voted upon at the PAGP Annual Meeting. The PAGP Annual Meeting will be held on May 24, 2023, at 10:30 a.m. Central Time, in the Texas Room located on the 19th Floor of Three Allen Center, 333 Clay Street, Houston, Texas 77002. References to “PAGP,” “we,” “us,” “our,” “ours” and similar terms refer to Plains GP Holdings, L.P.
Proxy materials, including the Notice of Annual Meeting, this proxy statement, proxy card and our Annual Report on Form 10-K for the year ended December 31, 2022 (our “2022 Annual Report”), are being mailed to Shareholders beginning on or about April 14, 2023.
We will furnish additional copies of our 2022 Annual Report without charge upon the written request of any record or beneficial owner of our Class A, Class B or Class C shares whose proxy we are soliciting in connection with the PAGP Annual Meeting. Please address requests for additional copies of the 2022 Annual Report to the Investor Relations Department, Plains All American, 333 Clay Street, Suite 1600, Houston, Texas 77002, or email your request to plainsIR@paalp.com.
INFORMATION ABOUT THE PAA AND PAGP ANNUAL MEETINGS
At the PAGP Annual Meeting, our Class A, Class B and Class C shareholders will be asked to approve proposals 1, 2 and 3 described below. Each Shareholder will be entitled to one vote for each Class A, Class B and Class C share owned for Proposals 1, 2 and 3. Plains All American Pipeline, L.P. (“PAA”) owns all of the issued and outstanding Class C shares, which serve as a pass-through voting mechanism allowing eligible PAA unitholders to vote indirectly at the PAGP Annual Meeting by instructing PAA how to vote the Class C shares on their behalf.
In order to obtain voting instructions from its eligible unitholders, PAA will hold an annual meeting (the “PAA Annual Meeting”) immediately prior to the PAGP Annual Meeting. At the PAA Annual Meeting, PAA unitholders (other than Plains AAP, L.P. (“Plains AAP”)) will vote on a pass-through basis on proposals 1, 2 and 3 described below by instructing PAA how to vote the PAGP Class C shares that it owns on such proposals at the PAGP Annual Meeting. PAA will vote (or refrain from voting) the Class C shares at the PAGP Annual Meeting on behalf of and according to the direction of PAA’s unitholders (excluding Plains AAP) with respect to proposals 1, 2 and 3.
See pages 8-11 for additional information with respect to our ownership and voting structure.
QUESTIONS AND ANSWERS ABOUT THE PAGP ANNUAL MEETING
The following questions and answers are intended to briefly address some commonly asked questions regarding the PAGP Annual Meeting. These questions and answers may not address all questions that may be important to you as a Shareholder. Please refer to the additional information contained elsewhere in this proxy statement and the documents referred to in this proxy statement.
 
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Q:
What is the purpose of these proxy materials?
A:
The Board is soliciting your proxy to vote at the PAGP Annual Meeting because you were a Shareholder at the close of business on March 27, 2023, the record date for the PAGP Annual Meeting (the “Record Date”), and you are therefore entitled to receive notice regarding the PAGP Annual Meeting, and to attend and vote at the PAGP Annual Meeting. This proxy statement summarizes the information that you need to know in order to cast your vote at the PAGP Annual Meeting. Your vote is very important and the Board strongly encourages you to exercise your right to vote. You do not need to attend the PAGP Annual Meeting to vote your shares, and we encourage you to vote even if you are unable to attend the PAGP Annual Meeting in person. If you are unable to attend the PAGP Annual Meeting in person, you may vote by Internet, by telephone or by signing and returning the attached proxy card in the envelope provided. See “How do I vote?” below.
Q:
What is the recommendation of the Board?
A:
The Board unanimously recommends that you vote in the following manner:

FOR the election of each of Willie Chiang, Ellen DeSanctis, Alexandra Pruner and Lawrence Ziemba as a Class I director of the Board to serve until the 2026 annual meeting;

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our and Plains All American Pipeline, L.P.’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

FOR the approval, on a non-binding advisory basis, of our 2022 named executive officer compensation.
Q:
When and where is the PAGP Annual Meeting?
A:
The PAGP Annual Meeting will be held on May 24, 2023, at 10:30 a.m. Central Time, in the Texas Room located on the 19th Floor of Three Allen Center, 333 Clay Street, Houston, Texas 77002. Only Shareholders of record as of the close of business on March 27, 2023 are entitled to vote and ask questions at the PAGP Annual Meeting. If you are not a Shareholder of record but hold shares in “street name” through a brokerage firm, bank, dealer or other similar organization, trustee, or nominee (generally referred to in this proxy statement as a “broker”), you may attend the PAGP Annual Meeting as a guest. Please note that if you hold shares in “street name” through a broker and desire to vote your shares or ask questions during the PAGP Annual Meeting, you must request and obtain a valid “legal proxy” from your broker and register to attend the PAGP Annual Meeting as a Shareholder with American Stock Transfer & Trust Company, LLC (“AST”).
Information on who can vote and ask questions during the PAGP Annual Meeting is discussed immediately below.
Q:
Who can vote and ask questions at the PAGP Annual Meeting?
A:
You are entitled to vote and ask questions at the PAGP Annual Meeting if you were a Shareholder of record as of the close of business on March 27, 2023, the Record Date for the PAGP Annual Meeting.
Shareholder of Record: Shares Registered in Your Name. You are a Shareholder of record if your shares were registered directly in your name with our transfer agent, AST, at the close of business on March 27, 2023. As a Shareholder of record, you may vote and ask questions during the PAGP Annual Meeting. Whether or not you plan to attend the PAGP Annual Meeting, we urge you to submit a proxy to ensure your vote is counted. See page 3 for detailed instructions on how to vote your shares.
Beneficial Owner: Shares Registered in the Name of Broker. If your shares were held in an account at a broker at the close of business on March 27, 2023, then you are the beneficial owner of shares held in “street name” and the broker holding your account is considered to be the Shareholder of record for purposes of voting at the PAGP Annual Meeting. As a beneficial owner,
 
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you have the right to direct your broker regarding how to vote the shares in your account. You are also invited to attend the PAGP Annual Meeting as a guest. Because you are not the Shareholder of record, you may not vote your shares or ask questions at the PAGP Annual Meeting unless you request and obtain a valid legal proxy from the organization that holds your shares giving you the right to vote the shares and ask questions at the PAGP Annual Meeting. Follow the instructions provided by your broker or bank, or contact your broker or bank to request a legal proxy form.
After obtaining a valid legal proxy from your broker, bank or other agent, in order to vote and ask questions at the PAGP Annual Meeting, you must register to attend the PAGP Annual Meeting as a Shareholder by submitting to AST proof of your legal proxy reflecting the number of your shares along with your name and email address to AST. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:
American Stock Transfer & Trust Company, LLC
Attn: Proxy Tabulation Department
6201 15th Avenue | Brooklyn, NY 11219
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 17, 2023.
You will receive a confirmation of your registration by email after we receive your registration materials. Once registered, you may attend the PAGP Annual Meeting, submit questions and vote your shares during the meeting.
Q:
Who is soliciting my proxy?
A:
The Board is sending or otherwise providing you access to this proxy statement in connection with its solicitation of proxies for use at the PAGP Annual Meeting.
Q:
Who is entitled to vote at the PAGP Annual Meeting?
A:
All holders of record of our Class A, Class B and Class C shares as of the close of business on the Record Date are entitled to receive notice of the PAGP Annual Meeting and to vote the Class A, Class B and Class C shares that they held on the Record Date at the PAGP Annual Meeting.
Each Shareholder is entitled to one vote for each Class A, Class B and Class C share owned for proposals 1, 2 and 3. As of March 27, 2023, 194,407,642 Class A shares, 46,594,786 Class B shares and 528,578,046 Class C shares were issued and outstanding and entitled to vote. PAA owns all of the issued and outstanding Class C shares and will vote such shares on a “pass-through” basis on proposals 1, 2 and 3 at the PAGP Annual Meeting on behalf of and according to the direction of its eligible unitholders as determined at the PAA Annual Meeting.
Q:
How do I vote?
A:
If you are a Shareholder of record at the close of business on the Record Date, you may vote your shares by any of the following methods:

Voting online before the meeting. You may vote online by visiting the Internet address listed on your proxy card. Internet voting procedures have been established to verify your identity and to confirm your voting instructions. Please have your proxy card available when you visit the Internet address.

Voting by telephone before the meeting. You may vote by telephone by calling the toll-free number listed on your proxy card. Telephone voting procedures have been established to verify your identity, to allow you to provide proxy voting instructions and to confirm that your instructions were accurately recorded. Please have your proxy card available when you call.

Voting by mail before the meeting. You may vote by mail by returning your completed, signed and dated proxy card in the enclosed postage-paid return envelope. However, in order to ensure that your vote is received in a timely manner, we recommend that you vote online or by telephone as described above.
 
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Voting during the meeting. If you were a Shareholder of record as of the close of business on the Record Date, you may attend the PAGP Annual Meeting, ask questions and vote during the meeting. If you are a beneficial owner of shares held in street name, you must be registered to attend the PAGP Annual Meeting as a Shareholder and must have a valid legal proxy in order to ask questions and vote during the meeting. Please read the “Beneficial Owner: Shares Registered in the Name of Broker” answer under the question “Who can vote and ask questions at the PAGP Annual Meeting?” above for instructions on how to register to attend the PAGP Annual Meeting and obtain a legal proxy.
Internet and telephone voting will be available to eligible Shareholders 24 hours a day until 11:59 p.m. Eastern Time on May 23, 2023, the night before the PAGP Annual Meeting. If you use the Internet or the toll-free telephone number to provide your proxy voting instructions, you do not need to mail in your proxy card. If you mail in your proxy card, it must be received by PAGP before the voting polls close at the PAGP Annual Meeting.
Even if you plan to attend the PAGP Annual Meeting, please vote your shares by proxy in advance of the PAGP Annual Meeting (either online, by telephone or by mail as described above) as soon as possible so that your shares will be represented at the PAGP Annual Meeting if for any reason you are unable to attend.
Q:
What do I do if I want to change my vote after I have already voted by proxy?
A:
If you were a Shareholder of record as of the close of business on the Record Date, you may change your vote at any time before the voting polls close at the PAGP Annual Meeting by:

submitting a proxy with new voting instructions using the Internet or telephone voting system (please note that the deadline for voting online or by telephone is 11:59 p.m. Eastern Time on May 23, 2023);

delivering a later-dated, executed proxy card or written notice of revocation of your proxy to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219 on or prior to the close of business on May 23, 2023; or

attending the PAGP Annual Meeting and voting during the PAGP Annual Meeting pursuant to the instructions above. Please note that attendance at the PAGP Annual Meeting will not by itself (i.e., without also voting) revoke a previously granted proxy.
If you were a beneficial owner of shares held in street name as of the close of business on the Record Date and you have instructed your broker or other nominee to vote your shares, you must follow the procedure your broker or other nominee provides to change those instructions. You may also vote during the PAGP Annual Meeting if you obtain a legal proxy from your broker or other nominee and register to attend the PAGP Annual Meeting pursuant to the instructions above.
Q:
What is a broker non-vote?
A:
A broker non-vote occurs when shares held by a broker, bank or other nominee on behalf of a beneficial owner are not voted with respect to a particular matter because the broker lacks discretionary authority to vote the shares and has not received voting instructions from the beneficial owner. Brokers, banks and other nominees only have discretionary authority to vote on routine proposals; they are prohibited from voting on non-routine proposals without instructions from the beneficial owner. The ratification of the independent auditor (Proposal 2) is the only routine matter on which brokers, banks and other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. The election of directors (Proposal 1) and the advisory vote to approve our 2022 named executive officer compensation (Proposal 3) are non-routine matters. If a broker returns a proxy with a voting choice selected for a routine proposal but with no voting choice selected for a non-routine proposal, the result is a broker non-vote. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum at the meeting, but are not considered votes cast and will have no impact on non-routine matters. Accordingly, we do not expect there to be any broker non-votes for Proposal 2 and broker non-votes will not be counted as votes either “FOR” or “AGAINST” Proposals 1 and 3.
 
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Q:
What constitutes a quorum?
A:
The holders of a majority of the outstanding Class A, Class B and Class C shares entitled to vote and represented in person or by proxy, considered together, shall constitute a quorum at the PAGP Annual Meeting.
Your shares will be counted as present (i.e., entitled to vote and represented in person or by proxy) at the PAGP Annual Meeting if:

you are present and vote at the meeting; or

you, or your broker if you are a beneficial owner of shares held in street name, have submitted a properly executed proxy.
Executed proxies received but marked as abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum.
Q:
What will I be voting on and what vote is required to approve the proposals discussed in this proxy statement?
A:
The proposals that will be voted upon and the required vote for approval of such proposals is set forth in the following table:
Proposal
Voting Options
Vote Required for Approval of
Proposal at the PAGP Annual Meeting
1.    The election of four Class I directors to serve on the Board until the 2026 annual meeting. You may vote “FOR”, or you may “WITHHOLD” authority to vote for, all, some or none of the nominees for director. Directors will be elected by a plurality of the votes cast, in person or by proxy, by the holders of our Class A, Class B and Class C shares present and entitled to vote, voting as a single class. Broker non-votes are not considered votes cast and will have no effect on the election of directors.
2.    The ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and PAA’s independent registered public accounting firm for the fiscal year ending December 31, 2023. You may vote “FOR” or “AGAINST” the proposal, or you may “ABSTAIN” from voting. In order for this proposal to be approved, it must receive a majority of the votes cast, in person or by proxy, by the holders of our Class A, Class B and Class C shares present and entitled to vote, voting as a single class. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes “AGAINST” this proposal. We do not expect there to be any broker non-votes for this proposal.
 
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Proposal
Voting Options
Vote Required for Approval of
Proposal at the PAGP Annual Meeting
3.    The approval, on a non-binding advisory basis, of our 2022 named executive officer compensation. You may vote “FOR” or “AGAINST” the proposal, or you may “ABSTAIN” from voting. In order for this non-binding proposal to be approved, it must receive a majority of the votes cast, in person or by proxy, by the holders of our Class A, Class B and Class C shares present and entitled to vote, voting as a single class. Abstentions will be counted as votes present and entitled to vote and will have the same effect as votes “AGAINST” this proposal. Broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.
Q:
Who covers the expense of the proxy solicitation?
A:
The expense of preparing, printing and mailing this proxy statement and the proxies solicited hereby will be borne by us. In addition to the use of the mail, proxies may be solicited by PAGP GP’s directors and officers, as well as by employees of Plains All American GP LLC (“GP LLC”), without additional remuneration, by mail, phone, fax or in person. We will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of our shares as of the close of business on the Record Date and will provide reimbursement for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares electronically, via the Internet or by telephone, or by signing and returning the enclosed proxy card will help to avoid additional expenses. We have hired Georgeson LLC to solicit proxies for a fee of $10,500 plus reasonable expenses for additional services.
Q:
What if I do not mark a voting choice for some of the matters listed on my proxy card?
A:
If you return a signed proxy card without indicating your voting choice, your shares will be voted in accordance with the Board’s recommendation for each proposal with respect to which a voting choice is not indicated.
Q:
Who will tabulate and certify the vote?
A:
AST will tabulate and certify the vote, and a representative of AST will act as the independent inspector of elections for the PAGP Annual Meeting.
 
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CORPORATE GOVERNANCE AND RELATED MATTERS
Summary of Recent Changes
Investors have voiced a preference for certain governance practices, and over the course of the last several years, our board and governance structure has evolved and changed in ways that we believe are meaningfully beneficial to investors. Highlights of some of the key changes are as follows:
2016

Replaced our dual board structure for PAA and PAGP with a unified governance structure that resulted in the Board being solely responsible for the governance of PAA and PAGP;

Amended our governing documents to enfranchise all shareholders of PAGP and all public common unitholders and Series A preferred unitholders of PAA by providing for shareholder elections of directors commencing in 2018 (on a staggered three-year rolling basis);
2017

Added Asian American director to the Board (subsequently became Chairman of the Board in January 2020);
2018

Held first annual meeting for the election of directors;

Added new independent female director to the Board;
2019

Amended our governing documents to require that a majority of our Board satisfy applicable stock exchange independence requirements, despite the fact that as a limited partnership we are exempt from such requirements (nine out of 12 (75%) of our current Board members have been assessed by the Board and determined to be independent);

Amended our governing documents to create a strong lead independent director role in connection with the retirement of our former Chairman and the re-combination of the roles of Chairman and CEO;

With the assistance of our Governance Committee, initiated a comprehensive board assessment, refreshment and succession planning process that includes a periodic skills and needs assessment, the development and maintenance of a formal board succession plan and annual director performance evaluations;
2020

Added new independent director to the Board;

Appointed independent chairman to Compensation Committee;

Adopted Equity Ownership Guidelines and Clawback Policy;
2021

Established a new committee, the Health, Safety, Environmental and Sustainability (“HSES”) Committee, to assist the Board in its oversight of various HSES matters and facilitate the efforts of management to further strengthen our focus on sustainability and ESG matters;

Mandated that the members of all Board committees be independent;

Amended our governing documents to increase the number of directors subject to public election by adding the three directors who are current or former members of management;

Amended our governing documents to eliminate the lone remaining legacy director designation right, resulting in all Board members being subject to public election, and all non-management directors serving on the same basis in terms of rights, duties and obligations of directors; and
 
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2022

Added new independent female director to the Board.
As described in the summary above, since 2016, the Board has taken numerous meaningful steps to provide PAGP shareholders and PAA unitholders the right to vote for members of the Board. At a special meeting of PAGP shareholders held in November 2016 in connection with our simplification transaction (the “Simplification Transaction”), our shareholders overwhelmingly approved the following changes to our governing documents, among others:

the implementation of a unified governance structure for PAA and PAGP that resulted in the Board being solely responsible for the governance of PAGP and PAA; and

the division of the Board into three classes and the commencement of director elections by class starting in 2018, with the participation and enfranchisement of all shareholders of PAGP and all public common unitholders and Series A preferred unitholders of PAA.
These features distinguish us from many of our midstream master limited partnership peers. Together with the alignment of interests among investors that was created through the elimination of PAA’s incentive distribution rights in connection with the Simplification Transaction, the Board has put in place an overall governance structure that vastly improves the governance rights of our investors and which we believe is regarded by many as a structure that, together with other factors, produces a degree of alignment with our investors that places us at the top of our master limited partnership peers for the midstream sector regarding governance structure and voting rights. The Board believes that the continued implementation of the modified governance structure as approved by PAGP’s shareholders, together with the governance enhancements made in recent years, is consistent with the desires and expectations of investors in PAA and PAGP.
Our Management and Governance
We own a 100% managing member interest in GP LLC, which owns the non-economic general partner interest in Plains AAP. Plains AAP is the sole member of PAA GP LLC, which holds the non-economic general partner interest in PAA. PAGP GP is our general partner and the Board of PAGP GP has responsibility for managing the business and affairs of PAGP and PAA.
We do not directly own any operating assets or have any operating activities apart from those conducted by PAA. All of our officers and other personnel necessary for our business to function (to the extent not out-sourced) are employed by GP LLC. All of the officers of our general partner are also officers of GP LLC. Our general partner’s executive officers spend the substantial majority of their time managing the business of PAA, which benefits us as PAA’s performance will determine our success. We estimate that these officers spend less than 10% of their time on our business, as distinct from PAA’s business. The actual time devoted by these officers to managing our business as well as PAA’s will fluctuate as a result of the relative activity level between the two entities.
Our Shareholders are limited partners and do not directly or indirectly participate in our management or operation. Unlike holders of common stock in a corporation, our shareholders have only limited voting rights on matters affecting our business or governance, subject in all cases to any specific shareholder rights contained in our partnership agreement. In connection with the Simplification Transaction completed in November 2016, we expanded the voting rights of our shareholders to include the election of directors and, in 2018, we began holding annual meetings for this purpose.
Our Ownership and Voting Structure
The Simplification Transaction completed in November 2016 resulted in a structure that includes two public companies (PAA and PAGP) governed by a single Board. The Board is located at our general partner, PAGP GP. The Simplification Transaction also provided that the equity holders of both PAA and PAGP would be afforded the right to vote in the election of directors.
 
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We have three classes of voting equity, as follows:

Class A shares, which are listed on Nasdaq;

Class B shares, which represent non-economic limited partner voting interests and are privately held by certain legacy investors and management; and

Class C shares, which are also non-economic limited partner voting interests. The Class C shares are held by PAA solely for the purpose of creating a mechanism through which PAA equity holders (other than Plains AAP) can participate in the election of directors of PAGP GP.
With respect to the election of directors, the Class A, Class B and Class C shares vote together as a single class. PAGP equity holders vote directly at the PAGP Annual Meeting. PAA equity holders (which include holders of PAA’s publicly held Common units and Series A preferred units) vote indirectly by instructing PAA how to vote the Class C shares that it owns on their behalf at the PAGP Annual Meeting. In order to receive voting instructions from PAA voting equity holders, PAA holds its annual meeting immediately prior to the PAGP Annual Meeting. The voting instructions received at the PAA annual meeting are “passed through” by PAA by virtue of its voting of the Class C shares at the PAGP Annual Meeting in accordance with such instructions.
On a combined basis, as of the Record Date, the voting rights of PAGP and PAA equity holders in connection with the election of directors were allocated as follows:
Voting Class
Percentage of
Overall Voting
Rights
Number of Voting
Shares/Units
PAGP Class A Shares (Nasdaq: PAGP) 25.3%
194.4 million
PAGP Class B Shares 6.1%
46.6 million
PAGP Class C Shares

On Behalf of PAA Common Unitholders (excluding Plains AAP) (Nasdaq: PAA)
59.4%
457.4 million

On Behalf of PAA Series A Preferred Unitholders
9.2%
71.1 million
TOTAL 100.0%
769.5 million
 
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The following chart further illustrates our ownership structure as of the Record Date:
[MISSING IMAGE: fc_ownership-pn.jpg]
Considering the overall consolidated ownership and voting structure of PAGP and PAA, the following table lists who we believe are the top 10 holders of our voting securities based on combined holdings of PAGP Class A Shares, PAGP Class B Shares, PAA Common Units (excluding Plains AAP) and PAA Series A Preferred Units. These holdings are based on Schedule 13F filings as of December 31, 2022 and other publicly available information; the table below does not take into account the holdings of investors who are not required to file a Schedule 13F or who do not otherwise publicly disclose their holdings. It should be noted that Schedule 13F requires certain institutional investment managers to report holdings over which they exercise investment discretion (i.e., the power to buy or sell securities); such institutional investment managers may or may not also have voting discretion with respect to such holdings. (Holdings in 000s)
 
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Name
PAGP
Class A
Shares
PAGP
Class B
Shares
PAA
Common
Units
PAA
Series A
Preferred
Units
Total
Holdings
Percent of
Consolidated
Voting
Structure
Alps Advisors 1,029 55,337 56,366 7.3%
EMG Investments/John Raymond 257 11,459 1,603 20,376 33,695 4.3%
Tortoise Capital Advisors 12,781 19,667 32,448 4.2%
Kayne Anderson Capital Advisors 4,378 13,965 9,984 1,358 29,685 3.9%
Invesco Advisors 1,921 26,797 28,718 3.7%
EnCap 25,357 25,357 3.3%
Goldman Sachs Asset Management 9,120 13,605 22,725 3.0%
ClearBridge Investments 8,211 6,838 15,049 2.0%
Energy Income Partners 10,874 3,005 13,879 1.8%
MFS Investment Management 13,007 78 13,085 1.7%
See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 66 for additional information regarding beneficial ownership of our securities, including ownership by our Directors and executive officers.
Board Leadership
Mr. Chiang serves as Chairman of the Board and as CEO, and Mr. Shackouls serves as Lead Director. Our governing documents require that for so long as the Board Chair and CEO roles are held by the same person, one of our independent directors must serve as the Lead Director, and such governing documents also clearly delineate the respective responsibilities of the Board Chair and the Lead Director. The Lead Director is responsible for, among other things, developing and communicating the agenda for, and presiding at, meetings of the non-management directors, collaborating with the Board Chair on Board meeting agendas, working with the Board Chair to establish parameters for the quality, amount and timeliness of the information flow between management and the Board, and generally acting as a liaison between the non-management directors and the Board Chair. The Board has no set policy with respect to the separation of the offices of Board Chair and CEO; rather the Board believes it is in the best interests of PAA and PAGP for the Board to review ongoing conditions and circumstances and make an appropriate determination to separate, or maintain as combined, the CEO and Board Chair roles at the time a new CEO succeeds the current CEO, or upon a significant change in circumstances. The Board Chair/CEO regularly communicates with the Lead Director to make sure the Board is receiving the information it needs and has the opportunity to provide feedback and input to management, in each case as required for the Board to discharge its oversight role.
Board Role in Risk Oversight
With respect to the management of enterprise-level risk (ELR), which is the process of identifying, managing and monitoring events that present opportunities and risks with respect to the operation of our business and the creation of value for our shareholders, the Board has delegated primary responsibility to management while retaining oversight responsibility. Management provides a formal ELR assessment to the Board at least once every year and provides updates on other areas of potential risk on at least a quarterly basis.
We believe that our Board leadership and committee structure supports the Board’s risk oversight function by facilitating open and regular communication between management and the directors, which allows informed oversight of management’s processes for identifying and managing significant risks and their impact on PAA’s business. The Board’s various committees (Audit, Governance, Compensation and HSES) assist the Board with respect to its oversight of risks related to the specific areas of focus for each committee.
Non-Management Executive Sessions and Shareholder Communications
Non-management directors meet in executive session in connection with each regular Board meeting. These sessions are presided over by the Lead Director. As circumstances warrant, non-management directors may also meet in executive sessions of special meetings of the Board.
 
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Interested shareholders can communicate with non-management directors regarding PAGP’s business and affairs by mail in care of the General Counsel and Secretary or in care of the Vice President of Internal Audit at Plains All American Pipeline, L.P., 333 Clay Street, Suite 1600, Houston, Texas 77002. Commercial solicitations or communications will be disregarded.
Independence Determinations
Because we are a limited partnership, the listing standards of Nasdaq do not require that we or our general partner have a majority of independent directors on the Board. Nonetheless, the PAGP GP LLC Agreement was amended in 2019 to require that our Board have a majority of directors who are independent as defined in applicable Nasdaq and SEC rules. To be considered independent under Nasdaq listing standards, our Board must determine that a director has no relationship with us that would interfere with the exercise of independent judgement in carrying out his or her responsibilities as a director. The applicable Nasdaq and SEC rules specify the criteria by which the independence of directors must be determined, including guidelines for directors and their immediate family members with respect to employment or affiliation with us or with our independent public accountants. The Board has assessed the independence of the nine directors who are not current or former members of management (Messrs. Burk, McCarthy, Petersen, Raymond, Shackouls, Temple and Ziemba, Ms. DeSanctis and Ms. Pruner) and has concluded that all of such directors are independent under applicable Nasdaq and SEC standards.
Audit Committee
Our Audit Committee reviews our external financial reporting, engages our independent auditors, and reviews the adequacy of our internal accounting controls. The charter of our Audit Committee is available on our website. See “— Meetings and Other Information” for information on how to access or obtain copies of this charter. The Board has determined that each member of our Audit Committee (Messrs. Burk (chair) and Ziemba, Ms. DeSanctis and Ms. Pruner) is (i) independent under applicable Nasdaq and SEC rules, and (ii) financially literate. The Board has also determined that each of Mr. Burk and Ms. Pruner qualifies as an Audit Committee Financial Expert as that term is defined in Item 407 of Regulation S-K.
Compensation Committee; Compensation Committee Interlocks and Insider Participation
Although not required by Nasdaq listing standards, we have a Compensation Committee that reviews and makes recommendations to the Board regarding the compensation for our executive officers and administers our long-term equity incentive plans for officers and key employees. The Compensation Committee has delegated limited authority to the CEO to administer our long-term incentive plans with respect to employees and non-Section 16 officers below the Senior Vice President level. The charter of our Compensation Committee is available on our website. See “— Meetings and Other Information” for information on how to access or obtain copies of this charter. The Compensation Committee currently consists of Messrs. Raymond (chair), Petersen and Temple. Under applicable Nasdaq rules, none of the members of our Compensation Committee are required to be independent; however, the charter of our Compensation Committee requires that all members of the committee be independent and the Board has determined that all of the current members of the Compensation Committee are independent under applicable Nasdaq and SEC standards. The Compensation Committee has the sole authority to retain any compensation consultants to assist the committee. Since 2019, the Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) to conduct independent annual reviews and benchmark studies of our executive compensation program and practices.
During 2022, none of the members of the Compensation Committee was an officer or employee of ours or any of our subsidiaries, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors. In addition, none of the members of the Compensation Committee are former employees of ours or any of our subsidiaries. Mr. Raymond is associated with The Energy & Minerals Group (“EMG”) and Mr. Petersen is associated with EnCap Investments LP (“EnCap”). We have ordinary course business relationships with entities affiliated with
 
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EMG and EnCap; however, the Board has determined that these relationships do not impact Mr. Raymond’s or Mr. Petersen’s independence. See “Certain Relationships and Related Transactions.”
Governance Committee
Although not required by Nasdaq listing standards, we also have a Governance Committee that periodically reviews our governance structure, policies and principles, oversees the Board’s annual self-assessment and committee evaluation process, and assists with succession planning and other governance-related activities, including identifying and assessing director nominees. See “Proposal 1 — Election of Class I Directors — Director and Nominee Experience and Qualifications” for additional information regarding activities of our Governance Committee. The charter of our Governance Committee is available on our website. See “— Meetings and Other Information” for information on how to access or obtain copies of this charter. The Governance Committee currently consists of Messrs. Shackouls (chair), McCarthy and Petersen and Ms. Pruner. Under applicable Nasdaq rules, none of the members of our Governance Committee are required to be independent; however, the charter of our Governance Committee requires that all members of the committee be independent and the Board has determined that all of the current members of the Governance Committee are independent under applicable Nasdaq and SEC standards.
HSES Committee
In February 2021, the Board established the HSES Committee to assist the Board in its evaluation and oversight of our (i) management of HSES matters, including compliance with applicable laws and regulations; (ii) management of systems and plans to protect the health and safety of employees, contractors, customers, the environment, the communities where we operate, our assets, and our reputation; and (iii) plans to adjust to HSES trends and related risks to more effectively achieve our long-term business and sustainability objectives. Through the discharge of its oversight responsibilities, the HSES Committee facilitates the efforts of management to further strengthen our focus on sustainability and ESG matters. The charter of our HSES Committee is available on our website. See “— Meetings and Other Information” for information on how to access or obtain copies of this charter. The HSES Committee currently consists of Messrs. Ziemba (chair) and Temple and Ms. DeSanctis. The Board has determined that all of the current members of the HSES Committee are independent under applicable Nasdaq and SEC standards.
Meetings and Other Information
During 2022, our Board had six meetings, our Audit Committee had ten meetings, our Compensation Committee had two meetings, our Governance Committee had one meeting and our HSES Committee had six meetings. In addition, members of our Compensation Committee and Governance Committee held numerous conference calls and discussions throughout the year on various compensation and governance-related matters. All directors have access to members of management, and a substantial amount of information transfer and informal communication occurs between meetings. In 2022, all of our directors attended all meetings of the Board and applicable committees of the Board on which the director served, other than two directors who each missed one Board meeting, and another director who missed one committee meeting. Board members are encouraged, but not required, to attend our annual meetings; five Board members attended our annual meeting in 2022.
All of our standing committees have charters. Our committee charters and governance guidelines, as well as our Code of Business Conduct (which describes our Core Values) and our Code of Ethics for Senior Financial Officers (which applies to our principal executive officer, principal financial officer and principal accounting officer), are available under the Structure and Governance tab in the Investor Relations section of our Internet website at http://www.plains.com. We intend to disclose any amendment to or waiver of the Code of Ethics for Senior Financial Officers and any waiver of our Code of Business Conduct on behalf of an executive officer or director either on our Internet website or in an 8-K filing. We regularly post important information on our website, including information regarding our sustainability efforts.
 
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Conflicts Committee/Fiduciary Duties
Our partnership agreement provides for the establishment of a conflicts committee as circumstances warrant to review conflicts of interest between us and our limited partners, on the one hand, and our general partner, its owners and their respective affiliates, on the other hand. Such committee would consist of a minimum of two independent, non-employee members of the Board. Our partnership agreement provides that any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties owed to us or our shareholders. See “Certain Relationships and Related Transactions — Review, Approval or Ratification of Transactions with Related Persons.”
Our general partner is liable for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically non-recourse to it. Our general partner has the sole discretion to incur indebtedness or other obligations on our behalf on a non-recourse basis to the general partner. Although our general partner has not exercised such discretion in the past, it may do so in the future.
 
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PROPOSAL 1 — ELECTION OF CLASS I DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF WILLIE CHIANG, ELLEN DESANCTIS, ALEXANDRA PRUNER AND LAWRENCE ZIEMBA TO SERVE AS A CLASS I DIRECTOR ON OUR GENERAL PARTNER’S
BOARD OF DIRECTORS UNTIL THE 2026 ANNUAL MEETING.
Board Structure
General Overview and Board Makeup. Our Board has responsibility for managing the business and affairs of PAGP and PAA. The Board currently has 12 members, including the CEO, who currently serves as Chairman of the Board. As contemplated by our governing documents, because the roles of CEO and Board Chair are held by the same person, the Board has designated one of our independent directors (Bobby Shackouls) to serve as Lead Director. Our governing documents also require that at least a majority of directors must meet the independence requirements of the national securities exchange on which the securities of PAA and PAGP are listed (currently Nasdaq).
The Board is divided into three staggered classes such that the terms for the directors within each class expire on a rotating three-year basis, as set forth below. The Board (excluding directors whose terms are expiring) and, subject to certain ownership and notice requirements, holders of Class A shares have the right to nominate individuals to stand for election at an annual meeting. For a description of such ownership and notice requirements, see “Director Nominations and Shareholder Proposals for the 2024 Annual Meeting” on page 78.
Individuals elected at an annual meeting will serve for a term of three years, subject to their earlier resignation, death or removal. If an individual is elected to the Board to fill a vacancy, that director will have the same remaining term as his or her predecessor. All directors standing for election at the PAA and PAGP Annual Meetings were nominated by the Board (excluding the vote of the directors whose terms are expiring); to our knowledge, no holder of our Class A shares met the required ownership threshold and thus no nominations were received from holders of our Class A shares.
Independent
Audit
Committee
Compensation
Committee
Governance
Committee
HSES
Committee
Board Chair
Lead
Director
Class I Directors
(Term expires 2023)
Willie Chiang, Chairman of the Board and CEO*
[MISSING IMAGE: ic_box-bw.jpg]
[MISSING IMAGE: ic_whitedia-bw.jpg]
Ellen DeSanctis*
[MISSING IMAGE: ic_tickbox-bw.jpg]
[MISSING IMAGE: ic_whitestar-bw.jpg]
[MISSING IMAGE: ic_whitestar-bw.jpg]
Alexandra D. Pruner*
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[MISSING IMAGE: ic_whitestar-bw.jpg]
[MISSING IMAGE: ic_whitestar-bw.jpg]
Lawrence M. Ziemba*
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[MISSING IMAGE: ic_whitestar-bw.jpg]
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Class II Directors
(Term expires 2025)
Victor Burk
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[MISSING IMAGE: ic_blackstar-bw.jpg]
Kevin S. McCarthy
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[MISSING IMAGE: ic_whitestar-bw.jpg]
Harry N. Pefanis, President
[MISSING IMAGE: ic_box-bw.jpg]
Gary R. Petersen
[MISSING IMAGE: ic_tickbox-bw.jpg]
[MISSING IMAGE: ic_whitestar-bw.jpg]
[MISSING IMAGE: ic_whitestar-bw.jpg]
Class III Directors
(Term expires 2024)
Greg L. Armstrong, Senior Advisor to the CEO (former Chairman of the Board and CEO)
[MISSING IMAGE: ic_box-bw.jpg]
John T. Raymond
[MISSING IMAGE: ic_tickbox-bw.jpg]
[MISSING IMAGE: ic_blackstar-bw.jpg]
Bobby S. Shackouls
[MISSING IMAGE: ic_tickbox-bw.jpg]
[MISSING IMAGE: ic_blackstar-bw.jpg]
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Christopher M. Temple
[MISSING IMAGE: ic_tickbox-bw.jpg]
[MISSING IMAGE: ic_whitestar-bw.jpg]
[MISSING IMAGE: ic_whitestar-bw.jpg]
 
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*
Nominated by the Board for re-election at the 2023 PAGP Annual Meeting.
[MISSING IMAGE: ic_tickbox-bw.jpg]
   Determined by the Board to be independent under applicable Nasdaq and SEC rules.
[MISSING IMAGE: ic_box-bw.jpg]
   Company Employee — independence has not been assessed by the Board.
[MISSING IMAGE: ic_whitestar-bw.jpg]   
   Committee Member
[MISSING IMAGE: ic_blackstar-bw.jpg]   
   Committee Chair
[MISSING IMAGE: ic_whitedia-bw.jpg]   
   Board Chair
[MISSING IMAGE: ic_blackdia-bw.jpg]   
   Lead Director
Director and Nominee Experience and Qualifications
With respect to any director nominations made by the Board in connection with annual director elections or in the event of a vacancy on the Board, in each case to the extent requested by the Chairman of the Board, the Governance Committee assists in identifying and screening potential candidates. The Governance Committee makes its recommendations based on an assessment of the skills, experience and characteristics of the candidate in the context of the needs of the Board. It is the policy and practice of the Governance Committee and the Board to consider diversity (including diversity of gender, race and ethnicity) in connection with the process of identifying and assessing potential Board candidates.
Our board assessment, refreshment and succession planning process involves (i) the periodic assessment of the skills, background and experience of our directors, which is used to identify potential enhancement areas relative to the ideal mix of skills, background and experience for our board, (ii) the development and maintenance of a board succession plan that identifies near and longer-term actions and includes succession plans for each board committee, and (iii) the annual evaluation by each director of the performance of every other director in a variety of categories that directly impact overall board performance and effectiveness. Board succession planning efforts and director evaluations are updated on a regular basis with assistance and oversight of the Governance Committee. The Governance Committee also oversees the Board’s annual self-assessment process as well as the process by which the Board assesses the effectiveness of its various committees.
In evaluating director nominees and in reviewing the qualifications and experience of the directors continuing in office, the Governance Committee and Board consider a variety of factors, including independence, financial literacy, personal and professional accomplishments, diversity and experience in light of the needs of the Board. For incumbent directors, factors also include past performance on the Board. The Board has determined that it is beneficial to have individuals on the Board with the following skills, experiences, and characteristics (See the Director Skills Matrix below for an overview of the skills, experiences and characteristics of our current Board members):

Public Company Experience (Officer/Director)

Finance/Accounting

Business Development/Strategy/Commercial

Legal/Governance/Government Relations

Operations/Engineering/Construction

Industry Experience (Upstream/Midstream/Downstream)

Private Equity

Diversity (Gender/Race/Ethnicity)

International

Cybersecurity/IT

Energy Evolution
 
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Director Skills Matrix
Armstrong
Burk
Chiang
DeSanctis
McCarthy
Pefanis
Petersen
Pruner
Raymond
Shackouls
Temple
Ziemba
Public Company Experience
Finance/Accounting
Business Development/ Strategy/Commercial
Legal/Governance/Government Relations
Operations/Engineering/ Construction
Industry Experience
Private Equity
Diversity
International
Cybersecurity/IT
Energy Evolution
Board Diversity Matrix
The following information is provided pursuant to Nasdaq Listing Rule 5605(f) and 5606:
Board Diversity Matrix (As of March 27, 2023)
Total Number of Directors
12
Female Male Non-Binary
Did Not Disclose
Part I: Gender Identity
Directors
2
10
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
1
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
2
9
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
 
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Class I Directors Standing for Election at the PAA and PAGP Annual Meetings
The Board has nominated Mr. Chiang, Ms. DeSanctis, Ms. Pruner and Mr. Ziemba, current Class I directors, for election at the PAA and PAGP Annual Meetings. Each nominee has consented to serve if elected and, if elected, will serve until the 2026 annual meeting, subject to their earlier resignation, death or removal. If any of the nominees becomes unavailable to serve as a director prior to the PAA and PAGP Annual Meetings, the Board may designate a substitute nominee, or the Board may decide to reduce the size of the Board. In the case of a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by the Board.
WILLIE CHIANG
Not Independent
PAGP/PAA Director
since 2017
Chairman and CEO
Committees:
None
Willie Chiang, age 62, has served as a director of PAGP GP since February 2017, as Chief Executive Officer of PAGP GP and GP LLC since October 2018 and as Chairman of the Board since January 2020. He served as Executive Vice President and Chief Operating Officer of PAGP GP and GP LLC from January 2018 until October 2018. He also served as Executive Vice President and Chief Operating Officer (U.S.) of PAGP GP and GP LLC from August 2015 through December 2017. Prior to joining Plains, Mr. Chiang served as Executive Vice President —  Operations for Occidental Petroleum Corporation from 2012 until 2015. From 1996 until 2012, he served in various positions at ConocoPhillips, including most recently as Senior Vice President — Refining, Marketing, Transportation and Commercial. He previously served on the boards of DCP Midstream and Chevron Phillips Chemical. He serves as chair of the United Way of Greater Houston and is on the board of Performing Arts Houston. Mr. Chiang is a member of the Energy Advisory Council of the Federal Reserve Bank of Dallas and is also involved in a number of industry organizations including the American Petroleum Institute (API), American Fuel & Petrochemical Manufacturers (AFPM), National Petroleum Council and Permian Strategic Partnership. He received a BS in Mechanical Engineering from South Dakota School of Mines and Technology and completed the Advanced Management Program at the University of Pennsylvania. Mr. Chiang’s role as CEO and his broad experience in the energy industry, together with his leadership capabilities and strategic focus, make him highly qualified to serve on the Board.
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Operations/Engineering/ Construction

Industry Experience

Diversity

International

Energy Evolution
ELLEN R. DESANCTIS
Independent
PAGP/PAA Director
since 2022
Committees:
Audit
HSES
Ellen R. DeSanctis, age 66, has served as a director of PAGP GP since August 2022. She recently served as Senior Vice President of Corporate Relations for ConocoPhillips, where she worked from 2012 until her retirement in 2022. In that capacity, she was responsible for investor relations, corporate communications and charitable programs. Prior to ConocoPhillips, Ms. DeSanctis had responsibility for similar functions, as well as strategic planning roles, for a number of upstream energy companies, including Petrohawk Energy Corporation, Rosetta Resources, Burlington Resources, Vastar Resources and ARCO. Ms. DeSanctis spent her early career as an engineer for Shell Oil Company. Ms. DeSanctis currently serves as a member of the board of
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Operations/Engineering/ Construction

Industry Experience
 
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directors of St. Agnes Academy in Houston and served as past chair of the Girl Scouts of San Jacinto Council. Ms. DeSanctis holds a BA in Geological and Geophysical Sciences from Princeton University and an MBA from UCLA. The Board has determined that Ms. DeSanctis is “independent” under applicable Nasdaq and SEC rules. Ms. DeSanctis’s diverse, strategic and stakeholder-focused background brings a valuable perspective to the Board.

Diversity

International
ALEXANDRA D. PRUNER
Independent
PAGP/PAA Director
since 2018
Committees:
Audit
Governance
Alexandra D. Pruner, age 61, has served as a director of PAGP GP since December 2018. Ms. Pruner has served as a Senior Advisor of Perella Weinberg Partners (“PWP”), a global independent advisory firm providing strategic and financial advice and asset-management services, and its energy division, Tudor, Pickering, Holt & Co., since December 2018. She previously served as Partner and Chief Financial Officer of PWP from December 2016 through November 2018. She served as CFO and a member of the Management Committee at Tudor, Pickering, Holt & Co. from the firm’s founding in 2007 until its combination with PWP in 2016. Ms. Pruner served as a director and member of the audit committee of Anadarko Petroleum Corporation from December 2018 until August 2019. She has also served as a director of NRG Energy, Inc. since October 2019, as chair of the board of Malta Inc. since April 2022, and as a director of Encino Acquisition Partners, LLC since November 2019 and as chair of the board since December 2021. She is the founder and a board member of Women’s Global Leadership Conference in Energy & Technology, is an Emeritus Director of the Amegy Bank Development Board, and is Chair of Brown University’s President’s Advisory Council on the Economics Department. She also serves on the Board of the Houston Zoo and the Texas Medical Center, among other volunteer efforts. Ms. Pruner holds a BA in Economics from Brown University. The Board has determined that Ms. Pruner is “independent” under applicable Nasdaq and SEC rules and qualifies as an “Audit Committee Financial Expert.” Ms. Pruner’s extensive experience in the energy industry from a variety of perspectives, along with her strong finance and investment banking background, make her uniquely qualified to serve on the Board.
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Industry Experience

Diversity

International

Cybersecurity/IT

Energy Evolution
LAWRENCE M. ZIEMBA
Independent
PAGP/PAA Director
since 2020
Committees:
Audit
HSES (chair)
Lawrence M. Ziemba, age 67, has served as a director of PAGP GP since January 2020. Mr. Ziemba served as Executive Vice President, Refining, and a member of the executive committee of Phillips 66 from May 2012 until his retirement in December 2017. From 2001 to May 2012, he served in various downstream positions with ConocoPhillips, including most recently as President, Global Refining, and as a member of the executive committee. He also held various positions of increasing responsibility with Tosco/Unocal from 1977 to 2001. He has held a number of industry leadership positions, including
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Operations/Engineering/ Construction
 
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with API and AFPM. He currently serves on the board of directors of PBF Logistics GP LLC. He also serves on the board of trustees of Duchesne Academy in Houston, where he chairs the finance committee. Mr. Ziemba received a BS in mechanical engineering from the University of Illinois — Champaign and an MBA from the University of Chicago. The Board has determined that Mr. Ziemba is “independent” under applicable Nasdaq and SEC rules. We believe that his operations, technical and project management expertise, coupled with his business sense and understanding of strategic positioning in the energy space, adds a diverse operating and downstream perspective to the Board.

Industry Experience

International

Energy Evolution
Other Directors (Not Standing for Election at the PAA and PAGP Annual Meetings)
Class III Directors (terms expire in 2024):
GREG L. ARMSTRONG
Not Independent
PAGP/PAA Director
since 1998
Former Chairman
and CEO
Committees:
None
Greg L. Armstrong, age 64, has served as a director of PAGP GP since 2013. He has also served as Senior Advisor to the CEO since January 1, 2020. Mr. Armstrong served as Chairman of the Board of PAGP GP from July 2013 through December 31, 2019 and as Chief Executive Officer of PAGP GP from July 2013 until his retirement from such position in October 2018. He also served as Chief Executive Officer of GP LLC from PAA’s formation in 1998 until his retirement from that position in October 2018. He served as a director of PAA’s general partner or former general partner from PAA’s formation until November 2016 when the Board of PAGP GP assumed responsibility for PAA in addition to PAGP and Plains AAP. In addition, he was President, Chief Executive Officer and director of Plains Resources Inc. from 1992 to May 2001 and served in various roles of increasing responsibility from 1981 to 1992. Mr. Armstrong served as a director of the Federal Reserve Bank of Dallas from 2015 to 2021, retiring as Chair at the end of 2021. Mr. Armstrong also serves as a director of the Memorial Hermann Health System and NOV, Inc. Mr. Armstrong is also a member of the advisory board of the Maguire Energy Institute at the Cox School of Business at Southern Methodist University, the Baker Institute and Veriten, and is a past Chairman of the National Petroleum Council. Mr. Armstrong’s experience with PAA since its formation, including as former Chairman and CEO, and his long-time involvement in the energy industry, provide the Board with invaluable insight and perspective.
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Operations/Engineering/Construction

Industry Experience

International
JOHN T. RAYMOND
Independent
PAGP/PAA Director
since 2010
Committees:
Compensation (chair)
John T. Raymond, age 52, has served as a director of PAGP GP since October 2013. He served as a director of PAA’s general partner from December 2010 until November 2016. Mr. Raymond is the founder and majority owner of EMG, which is the management company for a series of specialized private equity funds. EMG was founded in 2006 and focuses on investing across various facets of the
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial
 
20

 
global natural resource industry including the upstream and midstream segments of the energy complex. As of September 30, 2022, EMG had approximately $14 billion of assets under management and approximately $12 billion in commitments have been allocated across the energy sector since inception. From 1998 until founding EMG, Mr. Raymond held various executive leadership positions with several energy companies, including Plains Resources Inc. (the publicly traded predecessor company to Vulcan Energy), Plains Exploration and Production Company, Kinder Morgan, Inc. and Ocean Energy, Inc. From 1992 to 1998, he was a Vice President with Howard Weil Labouisse Friedrichs, Inc. Mr. Raymond has been a direct or indirect owner of PAA’s general partner since 2001 and served on the board of PAA’s general partner from 2001 to 2005. He serves on numerous other private company boards and currently serves on the board of NGL Energy Holdings LLC, the general partner of NGL Energy Partners, L.P., and ESM Acquisition Corp. Mr. Raymond is also co-founder and portfolio manager of EMG Advisors. Mr. Raymond received a BSM degree from the A.B. Freeman School of Business at Tulane University with dual concentrations in finance and accounting and currently sits on the board of the Business School Council. He also serves as a director on the board of the American Heart Association, as a member of the MD Anderson Cancer Center Board of Visitors and is a member of YPO. The Board has determined that Mr. Raymond is “independent” under applicable Nasdaq and SEC rules. We believe that Mr. Raymond’s experience with investment in and management of a variety of upstream and midstream assets and operations provides a valuable resource to the Board.

Legal/Governance/Government Relations

Operations/Engineering/ Construction

Industry Experience

Private Equity

International

Energy Evolution
BOBBY S. SHACKOULS
Lead Director
Independent
PAGP/PAA Director
since 2010
Committees:
Governance (chair)
Bobby S. Shackouls, age 72, has served as a director of PAGP GP since January 2014 and as Lead Director since January 2020. Mr. Shackouls served as Chairman of Burlington Resources Inc. from 1997 until its acquisition by ConocoPhillips in 2006, and continued to serve on the ConocoPhillips Board of Directors until his retirement in May 2011. Prior thereto, Mr. Shackouls served as President and Chief Executive Officer of Meridian Oil, Inc., a wholly owned subsidiary of Burlington Resources, from 1994 to 1995, and as President and Chief Executive Officer of Burlington Resources from 1995 until 2006. Mr. Shackouls served as a director of The Kroger Co. from 1999 until January 2021, as a director of Oasis Petroleum from 2012 until November 2020, and as a director of Quintana Energy Services from January 2019 until July 2020. He served as a director and member of the audit committee of PNGS GP LLC, the general partner of PAA Natural Gas Storage, L.P., from April 2010 through December 2013. The Board has determined that Mr. Shackouls is “independent” under applicable Nasdaq and SEC
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Operations/Engineering/ Construction

Industry Experience

International
 
21

 
rules. We believe that Mr. Shackouls’ extensive experience within the energy industry offers valuable perspective and, in tandem with his long history of leadership as the CEO of a public company, make him highly qualified to serve as a member of the Board.
CHRISTOPHER M. TEMPLE
Independent
PAGP/PAA Director
since 2009
Committees:
Compensation
HSES
Christopher M. Temple, age 55, has served as a director of PAGP GP since November 2016. He served as a director of PAA’s general partner from May 2009 until November 2016. He is President of DelTex Capital LLC (a private investment firm) and serves as a Senior Advisor to Tailwind Capital. As part of his role as a Senior Advisor with Tailwind Capital, Mr. Temple serves on the board of HMT Tank, LLC and on the board of Loenbro, Inc. He also serves on the board and is chairman of the audit committee of Owl Rock Capital Corporation, Owl Rock Capital Corporation II, Owl Rock Capital Corporation III, Owl Rock Core Income Corporation, Owl Rock Technology Finance Corporation, Owl Rock Technology Fund II and Owl Rock Technology Income Fund. Mr. Temple served as the President of Vulcan Capital, the private investment group of Vulcan Inc., from May 2009 until December 2009 and as Vice President of Vulcan Capital from September 2008 to May 2009. Mr. Temple served as Chairman of Brawler Industries, LLC from September 2012 to July 2016, as a director of Clear Channel Outdoor Holdings from April 2011 through May 2017, and as a director of Charter Communications, Inc. from November 2009 through January 2011. Prior to joining Vulcan in September 2008, Mr. Temple served as a managing director at Tailwind Capital LLC from May to August 2008. Prior to joining Tailwind, Mr. Temple was a managing director at Friend Skoler & Co., Inc. from May 2005 to May 2008. From April 1996 to December 2004, Mr. Temple was a managing director at Thayer Capital Partners. Additionally, Mr. Temple was a licensed CPA serving clients in the energy sector with KPMG in Houston, Texas from 1989 to 1993. Mr. Temple holds a BBA, magna cum laude, from the University of Texas and an MBA from Harvard. The Board has determined that Mr. Temple is “independent” under applicable Nasdaq and SEC rules. Mr. Temple has a broad investment management background across a variety of business sectors, as well as experience in the energy sector. We believe that this background, along with the leadership attributes indicated by his executive experience, provide an important source of insight and perspective to the Board.
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Industry Experience

Private Equity

Cybersecurity/IT
 
22

 
Class II Directors (terms expire in 2025):
VICTOR BURK
Independent
PAGP/PAA Director
since 2010
Committees:
Audit (chair)
Victor Burk, age 73, has served as a director of PAGP GP since January 2014. He is a Senior Advisor for Alvarez and Marsal, a privately owned professional services firm, where he served as Managing Director from April 2009 through December 2022. From 2005 to 2009, Mr. Burk was the global energy practice leader for Spencer Stuart, a privately owned executive recruiting firm. Prior to joining Spencer Stuart, Mr. Burk served as managing partner of Deloitte & Touche’s global oil and natural gas group from 2002 to 2005. He began his professional career in 1972 with Arthur Andersen and served as managing partner of Arthur Andersen’s global oil and natural gas group from 1989 until 2002. Mr. Burk served on the board of directors and audit committee of EV Energy Partners, L.P. from September 2006 until June 2018. Mr. Burk served as a director and as chair of the audit committee of PNGS GP LLC, the general partner of PAA Natural Gas Storage, L.P., from April 2010 through December 2013. Mr. Burk also serves as a board member of the Sam Houston Area Council of the Boy Scouts of America. He received a BBA in Accounting from Stephen F. Austin State University, graduating with highest honors. The Board has determined that Mr. Burk is “independent” under applicable Nasdaq and SEC rules and qualifies as an “Audit Committee Financial Expert.” We believe that Mr. Burk’s background, spanning over 30 years of extensive public accounting and consulting experience in the energy industry, coupled with his demonstrated leadership abilities, bring valuable experience and insight to the Board.
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Industry Experience

International
KEVIN S. MCCARTHY
Independent
PAGP/PAA Director
since 2020
Committees:
Governance
Kevin S. McCarthy, age 63, has served as a director of PAGP GP since October 2020. He currently serves as Vice Chairman at Kayne Anderson, where he co-founded the firm’s energy infrastructure securities activities, and served as CEO and Chairman of the Board of Directors for Kayne Anderson’s closed-end funds from 2004 through July 2019. Prior to joining Kayne Anderson in 2004, Mr. McCarthy was global head of energy investment banking at UBS Securities LLC and held similar positions at PaineWebber Incorporated and Dean Witter Reynolds. Mr. McCarthy serves as a director of Kinetik Holdings Inc. and Chord Energy Corporation (formerly Whiting Petroleum Corporation), and previously served as a director of Range Resources Corporation, ONEOK, Inc., Emerge Energy Services LP and K-Sea Transportation Partners L.P. He also sits on the board of directors of the Gladney Fund. Mr. McCarthy earned a BA in economics and geology from Amherst College and an MBA in Finance from the Wharton School at the University of Pennsylvania. The Board has determined that Mr. McCarthy is “independent” under applicable Nasdaq and SEC rules. Mr. McCarthy’s extensive investment management background and involvement in the energy sector, along with the breadth and depth of his market and industry knowledge, brings substantial experience, insight and skill to the Board.
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Industry Experience

Private Equity
 
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HARRY N. PEFANIS
Not Independent
PAGP/PAA Director
since 2017
President
Committees:
None
Harry N. Pefanis, age 65, has served as a director of PAGP GP since February 2017 and as President of PAGP GP and GP LLC since March 2021. He previously served as President and Chief Commercial Officer of PAGP GP and GP LLC from January 2018 until March 2021. He served as President and Chief Operating Officer of GP LLC from PAA’s formation in 1998 through December 2017, and as President and Chief Operating Officer of PAGP GP from July 2013 through December 2017. He was also a director of PAA’s former general partner. In addition, he was Executive Vice President — Midstream of Plains Resources from May 1998 to May 2001. He previously served Plains Resources as: Senior Vice President from February 1996 until May 1998; Vice President — Products Marketing from 1988 to February 1996; Manager of Products Marketing from 1987 to 1988; and Special Assistant for Corporate Planning from 1983 to 1987. Mr. Pefanis was also President of several former midstream subsidiaries of Plains Resources prior to PAA’s formation. Mr. Pefanis served as a director of Oasis Midstream Partners, L.P. from July 2018 until February 2022. He is also a director of the Memorial Hermann Foundation and a trustee of the University of Oklahoma Foundation. Mr. Pefanis’s involvement with PAA since its formation and his considerable operational, commercial, accounting and financial experience brings important and valuable skills to the Board.
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Operations/Engineering/ Construction

Industry Experience

International
GARY R. PETERSEN
Independent
PAGP/PAA Director
since 2001
Committees:
Compensation
Governance
Gary R. Petersen, age 76, has served as a director of PAGP GP since November 2016. He served as a director of PAA’s general partner from June 2001 until November 2016. Mr. Petersen is a Managing Partner of EnCap, an investment management firm which he co-founded in 1988. He also served as a director of EV Energy Partners, L.P. from September 2006 until June 2018. He had previously served as Senior Vice President and Manager of the Corporate Finance Division of the Energy Banking Group for RepublicBank Corporation. Prior to his position at RepublicBank, he was Executive Vice President and a member of the Board of Directors of Nicklos Oil & Gas Company from 1979 to 1984. He served from 1970 to 1971 in the U.S. Army as a First Lieutenant in the Finance Corps and as an Army Officer in the Army Security Agency. He is a member of the Independent Petroleum Association of America, the Houston Producers Forum and the Petroleum Club of Houston. Mr. Petersen is a director of the Memorial Hermann Health System and the Houston Museum of Natural Science. He also sits on the board of trustees of The Council on Recovery. Mr. Petersen holds BBA and MBA degrees in finance from Texas Tech University. The Board has determined that Mr. Petersen is “independent” under applicable Nasdaq and SEC rules. Mr. Petersen has been involved in the energy sector for over 35 years, garnering extensive knowledge of the energy sectors’ various cycles, as well as the current market and industry knowledge that comes with management of
Board Qualifications:

Public Company Experience

Finance/Accounting

Business Development/ Strategy/Commercial

Legal/Governance/Government Relations

Industry Experience

Private Equity

International
 
24

 
approximately $18 billion of energy-related investments. In tandem with the leadership qualities evidenced by his executive background, we believe that Mr. Petersen brings numerous valuable attributes to the Board.
 
25

 
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our executive officers (for purposes of Item 401(b) of Regulation S-K) as of the date of this proxy statement. Executive officers are appointed by the Board. There is no family relationship between any executive officer and director.
Name
Age
(as of 3/27/23)
Position
Willie Chiang* 62 Chairman of the Board and Chief Executive Officer
Harry N. Pefanis* 65 President and Director
Al Swanson 59 Executive Vice President and Chief Financial Officer
Richard K. McGee 62 Executive Vice President, General Counsel and Secretary
Chris R. Chandler 51 Executive Vice President and Chief Operating Officer
Jeremy L. Goebel 45 Executive Vice President and Chief Commercial Officer
Chris Herbold 50
Senior Vice President, Finance and Chief Accounting Officer
*
Biographical information for Messrs. Chiang and Pefanis is located under Proposal 1 — Election of Class I Directors.
Al Swanson has served as Executive Vice President and Chief Financial Officer of GP LLC since February 2011. He previously served as Senior Vice President and Chief Financial Officer from November 2008 through February 2011, as Senior Vice President — Finance from August 2008 until November 2008 and as Senior Vice President — Finance and Treasurer from August 2007 until August 2008. He served as Vice President — Finance and Treasurer from August 2005 to August 2007, as Vice President and Treasurer from February 2004 to August 2005 and as Treasurer from May 2001 to February 2004. In addition, he held finance related positions at Plains Resources including Treasurer from February 2001 to May 2001 and Director of Treasury from November 2000 to February 2001. Prior to joining Plains Resources, he served as Treasurer of Santa Fe Snyder Corporation from 1999 to October 2000 and in various capacities at Snyder Oil Corporation including Director of Corporate Finance from 1998, Controller — SOCO Offshore, Inc. from 1997, and Accounting Manager from 1992. Mr. Swanson began his career with Apache Corporation in 1986 serving in internal audit and accounting. Mr. Swanson also serves as Executive Vice President and Chief Financial Officer of PAGP GP.
Richard K. McGee has served as Executive Vice President, General Counsel and Secretary of GP LLC since February 2013. He served as Vice President, General Counsel and Secretary from March 2012 until February 2013 and served as Vice President and Deputy General Counsel from August 2011 through March 2012. He also served as Vice President — Legal and Business Development of PAA’s natural gas storage business from September 2009 through March 2012. From January 1999 to July 2009, he was employed by Duke Energy, serving as President of Duke Energy International from October 2001 through July 2009 and serving as general counsel of Duke Energy Services from January 1999 through September 2001. He previously spent 12 years at Vinson & Elkins L.L.P., where he was a partner with a focus on acquisitions, divestitures and development work for various clients in the energy industry. Mr. McGee also serves as Executive Vice President, General Counsel and Secretary of PAGP GP.
Chris R. Chandler has served as Executive Vice President and Chief Operating Officer of GP LLC since March 2019. He served as Senior Vice President — Strategic Planning and Acquisitions since joining Plains in May 2018 until March 2019. Mr. Chandler has more than 25 years of energy industry experience. Prior to joining Plains, he served in a number of leadership roles at Phillips 66, most recently as General Manager — Corporate Strategy, and previously as General Manager — Midstream Commercial and Business Development, as well as numerous leadership roles in refining. Mr. Chandler also serves as Executive Vice President and Chief Operating Officer of PAGP GP.
Jeremy L. Goebel has served as Executive Vice President and Chief Commercial Officer since March 2021. He previously served as Executive Vice President — Commercial of GP LLC from
 
26

 
March 2019 until March 2021, as Senior Group Vice President — Commercial from May 2018 to March 2019, as Senior Vice President — Acquisitions and Strategic Planning from April 2017 until May 2018, as Vice President — Acquisitions and Strategic Planning from July 2015 until April 2017, as Assistant Vice President — Lease Supply from July 2014 until July 2015, and as Managing Director — Acquisitions and Strategic Planning from January 2013 until July 2014. Prior to joining Plains in 2013, he was employed by Simmons & Company International. Mr. Goebel has over 20 years of energy and investment banking experience. Mr. Goebel also serves as Executive Vice President and Chief Commercial Officer of PAGP GP.
Chris Herbold has served as Senior Vice President, Finance and Chief Accounting Officer of GP LLC since August 2021, and served as Senior Vice President and Chief Accounting Officer of GP LLC from August 2018 until August 2021. He served as Vice President — Accounting and Chief Accounting Officer from August 2010 until August 2018. He served as Controller of PAA from 2008 until August 2010. He previously served as Director of Operational Accounting from 2006 to 2008, Director of Financial Reporting and Accounting from 2003 to 2006 and Manager of SEC and Financial Reporting from 2002 to 2003. Prior to joining PAA in April 2002, Mr. Herbold spent seven years working for the accounting firm Arthur Andersen LLP. Mr. Herbold also serves as Senior Vice President, Finance and Chief Accounting Officer of PAGP GP.
 
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EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee reviews and makes recommendations to the Board regarding the compensation for our executive officers and directors. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis (sometimes referred to as “CD&A”) with management and, based on such review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
John T. Raymond, Chair
Gary R. Petersen
Christopher M. Temple
Compensation Discussion and Analysis*
For 2022, our Named Executive Officers (sometimes referred to as “NEOs”) include our CEO, our President, our CFO, and the three most highly compensated executive officers (other than our CEO and CFO). Our NEOs for 2022 include the following individuals:
Named Executive Officer
Title
Willie Chiang
Chairman and Chief Executive Officer
Harry Pefanis President
Al Swanson EVP and Chief Financial Officer
Richard McGee
EVP, General Counsel and Secretary
Chris Chandler EVP and Chief Operating Officer
Jeremy Goebel EVP and Chief Commercial Officer
2022 Executive Compensation Highlights
The discussion set forth below in this Compensation Discussion and Analysis describes our current approach to executive compensation and elaborates upon the various actions taken and adjustments made with respect to our executive compensation program. Highlights for 2022 include the following:

Continued Investor Engagement: During 2022, we continued our practice of engaging with our unitholders regarding key executive compensation issues and incorporating their feedback into the decisions we make. For example, with respect to key actions taken during 2022 regarding adjustments to the annual compensation elements for our NEOs and certain long term incentive plan matters, we incorporated feedback received from our investors during our 2021 engagement effort (for more information, see sections below titled “Shareholder Engagement,” “2022 Independent Benchmark Study of Executive Compensation” and “Adjustment of Certain Pre-Pandemic Long Term Incentive Awards”).

Adjustments to Annual Compensation Elements: In order to enhance retention and the competitive positioning of our NEO compensation relative to peers, and taking updated benchmark studies and individual situations into account, base salaries and other compensation elements for our NEOs were adjusted in February 2022. The goal of these adjustments was to enhance our
*
Our Named Executive Officers are employed by GP LLC and spend the substantial majority of their time managing the business of PAA, which benefits us as PAA’s performance will determine our success. We do not have operations that are separate from PAA and we do not separately compensate our Named Executive Officers for any services provided to us. As a result, this CD&A describes the compensation of our Named Executive Officers as it relates to their services performed on behalf of PAA.
 
28

 
competitiveness with respect to compensation and achieve what we believe are appropriate total compensation levels based on updated benchmark studies.

Annual Bonus: Due to above-target financial and safety/environmental performance in 2022, NEO bonuses paid out above target, with our CEO earning a bonus at 180% of target and our other NEOs earning bonuses at 184% of target on average.

Long-Term Incentive Matters: We granted equity incentives to our NEOs, 50% in the form of time-based units and 50% in the form of performance-based units that can be earned based upon TSR and DCF results over a cumulative three-year performance period. In addition, after considerable and careful consultation with our unitholders as a part of our investor engagement effort during 2021, we adjusted the performance metric under two special long-term incentive/retention grants that were issued prior to the COVID-19 pandemic to our COO and CCO. See “Adjustment of Certain Pre-Pandemic Long Term Incentive Awards” for more details.
Executive Compensation General Philosophy and Approach
Our executive compensation philosophy emphasizes pay for performance, at both an individual and entity level, and places a significant portion of each Named Executive Officer’s compensation at risk. We believe this approach aligns the interests of our executive officers with the interests of our equity holders and at the same time allows us to attract, motivate and retain key executives. The table below highlights some of the key features of our executive compensation program:
What We Do
What We Don’t Do

We emphasize pay for performance

Our compensation program is structured to emphasize variable, at-risk compensation (over 80% of target NEO compensation is at risk)

Our annual bonus program is 100% performance based with payout based on a formulaic framework

50% of NEO long-term equity incentives are performance based, requiring performance over a multi-year period

Compensation program design mitigates against excessive risk taking

Independent compensation consultant

Regular investor engagement on compensation and other matters

Equity Ownership Guidelines for executive officers and directors

Clawback Policy that applies to performance based cash and equity compensation
[MISSING IMAGE: ic_cross-bw.jpg]
No guaranteed bonuses
[MISSING IMAGE: ic_cross-bw.jpg]
No excise tax gross ups
[MISSING IMAGE: ic_cross-bw.jpg]
Directors and officers are prohibited from hedging or pledging company securities
[MISSING IMAGE: ic_cross-bw.jpg]
Our equity plan prohibits backdating or repricing of options
[MISSING IMAGE: ic_cross-bw.jpg]
No significant perquisites for our executive officers
[MISSING IMAGE: ic_cross-bw.jpg]
No single-trigger change in control protections in our long-term incentive plan grants
 
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Shareholder Engagement
98% Say on Pay
Support in 2022
At our last annual meeting, over 98% of our voting equity holders approved our executive compensation program. Although this “say on pay” vote is advisory and non-binding, our Compensation Committee and Board value the opinions of our unitholders and carefully consider the results of “say on pay” votes and direct feedback received from investors, among a variety of other factors, when making future compensation decisions for our Named Executive Officers.
Our investor relations team and members of our senior management team regularly meet with investors and other stakeholders to seek input and feedback on a wide range of topics, including executive compensation. On an annual basis, as part of our ongoing investor outreach and engagement process, we actively solicit feedback from investors regarding our executive compensation programs and other important matters, including our evolving governance practices and sustainability efforts. In connection with this process during 2022, we reached out to 21 of our largest unaffiliated investors representing, as of December 31, 2022, approximately 37% of our outstanding voting equity (excluding executive officers and Directors who collectively hold approximately 10% of our outstanding voting equity). Members of our executive and investor relations teams ultimately held individual meetings with 15 unaffiliated investors representing approximately 29% of our outstanding voting equity.
The series of engagement meetings we held during 2021 and 2022 are a good example of what we refer to as the “feedback loop” that we have developed with
   
Outreach to 21
Largest
Shareholders
in 2022
our investors regarding our executive compensation program. During our 2021 engagement meetings, we previewed and sought advance feedback from our investors on two key areas of focus at that time for our Compensation Committee, namely:
(i)
the need to make adjustments to our NEOs’ annual compensation elements to achieve or maintain competitive compensation levels given that such pay had not been adjusted for several years, and
(ii)
the need to identify the most “investor friendly” way to restore an appropriate level of incentive and retentive value to the performance-based portion of certain special, long-term (seven year) equity grants issued to certain NEOs prior to the COVID-19 pandemic (the “Special Pre-Pandemic Grants”).
The Compensation Committee focused on the Special Pre-Pandemic Grants because the performance metrics for such grants were based on pre-pandemic forecasts and had been rendered effectively unachievable as a result of the impact of the pandemic on the midstream industry generally and Plains’ business specifically. Taking into account the feedback received from our investors on both of these topics during our 2021 engagement meetings, in early 2022, the Compensation Committee recommended, and the Board approved:
(i)
adjustments to our NEOs’ 2022 target annual compensation opportunities, as further described herein, based on an updated benchmark compensation study prepared by Meridian, targeting more appropriately competitive compensation, including 50th percentile compensation for the CEO, and
(ii)
changing the performance metric under the Special Pre-Pandemic Grants issued in 2019 to the COO and CCO to a total shareholder return (“TSR”) metric with a payout structure capped at 100% (See “Adjustment of Certain Pre-Pandemic Long-Term Incentive Awards” for more information).
To complete the “feedback loop” on these issues, during our 2022 engagement meetings, we reported back to our investors on the specific actions that had been taken by the Compensation
 
30

 
Committee with respect to each issue, recapping for them the prior discussions we had, the rationale for the changes, and the manner in which their feedback had been incorporated. As we strive for continuous improvement, we believe that receiving and incorporating investor feedback into our decision-making process through this “feedback loop” is critical.
Overall, the design of our 2022 executive compensation program did not materially change relative to 2021, other than market-based adjustments to elements of NEO compensation. Investor feedback gathered during 2022 was supportive of our 2022 program and of the changes implemented in response to feedback gathered during our 2019 – 2021 investor outreach effort. The Compensation Committee and our management team are constantly reviewing the design of our programs to ensure that they remain aligned with investor interests and evolving best practices. We will continue to seek direct input from our investors as part of that process. The table below summarizes the key feedback we have received from our investors over the past several years and the changes we made to our executive compensation program in response to such feedback and related considerations:
What We Heard
What We Did
No concerns with periodic adjustments to annual compensation elements for executive officers to maintain competitive pay as long as adjustments are based on appropriate compensation benchmark studies. Implemented adjustments to annual compensation elements for our executive officers for first time in several years in order to improve competitive positioning relative to peers; adjustments were based on benchmark study prepared by Compensation Committee’s independent consultant, Meridian. Compensation Committee also indicated it would consider adjustments on a more frequent basis (i.e., annually or biennially) in order to avoid “lumpy” changes associated with less frequent adjustments.
With respect to the issue of the loss of retentive and incentive value of the performance portion of the Special Pre-Pandemic Grants, (i) general understanding of and appreciation for the need to restore an appropriate level of retentive and incentive value to such awards, coupled with (ii) a strong preference for doing so in a manner that aligns the interests of the recipients with investor interests going forward and does not allow the recipients to “claw-back” or recover value degradation equivalent to that experienced by unitholders during the period between the original grant date and the date of any changes.
After carefully considering alternatives and taking investor feedback into account, the Board and Compensation Committee changed the performance metric under the Special Pre-Pandemic Grants issued in 2019 to the COO and CCO to a TSR metric with a payout structure that caps the maximum potential payout at 100% of the number of performance units that could have been earned under the original grants. The Board and Compensation Committee regarded this approach as the best way to restore an appropriate level of incentive and retentive value while ensuring investor alignment going forward and making sure that the value of any performance units earned would reflect the same value degradation experienced by unitholders since the original grant date. (See “Adjustment of Certain Pre-Pandemic Long-Term Incentive Awards” for more information).
Nevertheless, no changes were made to the 2018 CEO promotion award in 2022, which was consistent with the desires of our CEO.
Concern that DCF/CUE performance metric in long-term equity incentive awards did not require performance throughout the three-year vesting period and allowed too long of a period (4 years) to achieve target. Beginning in 2020, the DCF/CUE performance metric in our long-term equity incentive awards requires performance over a full 12-quarter period vs. any trailing 4-quarter period, and the performance period is three years vs. four years.
 
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What We Heard
What We Did
Concern that DCF/CUE performance metric in long-term equity incentive awards could incentivize management to inappropriately increase leverage to meet targets. Beginning in 2020, our long-term equity incentive awards include a leverage modifier to mitigate this concern. Payout on cumulative three-year DCF/CUE performance metric in the 2020 and 2021 awards is subject to increase or decrease based on comparison of leverage ratio at end of three-year measurement period to the target leverage ratio established at time of grant. Payout on the DCF/CUE performance metric in the 2022 awards is subject to decrease if our leverage ratio (as defined in the LTIP grant agreements) at the end of the three-year measurement period exceeds 3.5x.
Investor desire for use of a relative, returns-based performance metric in our equity incentive program. Beginning in 2020 and continuing since then, our regular annual long-term equity incentive awards have included a relative TSR metric with an absolute TSR modifier.
Our Commitment to Pay for Performance
Our executive compensation philosophy is focused on a long-term pay for performance culture designed to attract and retain key management talent in a competitive industry and market. Our program combines relatively low base pay (as a percentage of total rewards) with higher variable, at-risk compensation opportunities based on objective and transparent performance requirements. As demonstrated in the graphic below, in 2022, at target, approximately 89% of our CEO’s compensation and approximately 82% of our other NEOs’ compensation consisted of at-risk compensation.
Majority of NEO Pay At-Risk and Performance-Based
[MISSING IMAGE: pc_compensation-pn.jpg]
*
The “Other NEOs” graphic excludes Mr. Pefanis. Mr. Pefanis is a co-founder and substantial equity owner and for the last several years has requested to not participate in the long-term incentive program, which results in an at-risk compensation percentage for Mr. Pefanis of 67%.
 
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At-risk compensation is typically tied to the achievement of one or more performance metrics that measure value creation over both the near and longer term, as well as service period requirements. The primary short-term financial metrics are annual earnings and cash flow levels as represented by Adjusted EBITDA1 attributable to PAA and distributable cash flow (“DCF”) per common unit equivalent (“CUE”). The primary long-term performance measures included in our equity incentive grants are DCF per CUE over a 3-year period (with a leverage modifier) and relative TSR over a 3-year period. We believe our short- and long-term performance metrics are consistent with our overall financial strategy of reducing our leverage and generating attractive shareholder returns.
We believe our pay-for-performance approach aligns the interests of our executive officers with the interests of our equity holders. We also believe that our pay-for-performance approach helps us achieve the overall objectives of our executive compensation program, which are to:

attract and retain individuals with the background and skills necessary to successfully execute our business model in a demanding environment;

pay for performance by tying more than a majority of NEO pay (58% for the CEO and 55% on average for the other NEOs) to achievement of near-term and long-term goals that drive long-term growth in unitholder value; and

directly align our NEOs with our unitholders through the use of equity incentives and encouragement of long-term unit ownership.
Compensation Elements and Objectives
We use three primary elements of compensation in combination with competitive benefits to achieve our executive compensation program objectives — salary, annual cash incentive awards and long-term equity incentive awards. Our mix of compensation elements is designed to reinforce near-term and long-term business and strategic objectives, recognize and reward performance, motivate long-term value creation and align the interests of our executives with those of our equity holders. The following table sets forth the key elements of our 2022 executive compensation program:
What We Pay
Why We Pay It
Key Features
Base Salary Attract and retain high-performing executives by providing a secure and appropriate level of base pay

Foundational element of our compensation program; short-term and long-term incentive compensation components are based on a percentage of base salary

Subject to adjustment periodically; smallest component of NEO compensation
Annual Cash Incentive Awards Motivate and reward near-term performance and retention

100% performance based

Encourages achievement of objective and transparent annual business, ESG and individual goals established at beginning of year

Payout based on formulaic framework
1
Earnings before interest, taxes, depreciation and amortization (including our proportionate share of depreciation and amortization, including write-downs related to canceled projects and impairments, of unconsolidated entities), gains and losses on asset sales and asset impairments, goodwill impairment losses and gains or losses on and impairments of investments in unconsolidated entities, adjusted for certain selected items impacting comparability.
 
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What We Pay
Why We Pay It
Key Features
Long-Term Equity Incentive Awards Motivate and reward long-term performance and retention and create additional alignment with investors

Long-term equity incentives are 50% performance based and 50% time based

Performance-based awards earned based upon performance over cumulative three-year period

Performance metrics include relative TSR with negative TSR modifier, and DCF/CUE with leverage modifier (potential downward adjustment only)

Distribution Equivalent Rights (“DERs”) associated with long-term equity awards provide additional potential motivation and alignment
Employee Benefits Attract and retain talent

Customary health and welfare benefits for all U.S. employees, including 401(k) Plan

No defined benefit or pension plans

No significant perquisites
2022 Independent Benchmark Study of Executive Compensation
With respect to our 2022 executive compensation program, our Compensation Committee engaged Meridian to provide independent counsel, including a benchmarking review of our executive officer compensation. In connection with its engagement of Meridian, the Compensation Committee evaluated and confirmed Meridian’s independence relative to existing PAA or PAGP relationships or potential conflicts, in line with Nasdaq requirements.
Business consolidation and unique operating models create some challenges in identifying directly comparable peer companies. Accordingly, we take a broad view of comparability to include organizations that are similar to ours and that we believe we compete with for attracting and retaining executive talent. Our compensation benchmarking peer group for 2022 included 11 companies across a wide range of revenues, asset values and enterprise values that are primarily engaged in the midstream business in the United States (the entities in the benchmarking peer group are listed in the table below).
Meridian utilized publicly available information to analyze compensation practices of the companies in the benchmarking peer group, including how pay is divided among long-term incentives, annual incentives, base pay and other forms of compensation. Meridian also compared the amount and structure of compensation for our executive officers to the benchmarking peer group. Meridian’s benchmark study was first completed and presented to the Compensation Committee in August 2021 and subsequently discussed and reviewed by the Compensation Committee in December 2021 and February 2022.
The Compensation Committee also considered similar information from a broader sample of companies in the energy sector, including upstream, refining and regulated utilities, although the benchmarking peer group listed in the table below served as the primary source of external comparative information.
The results of Meridian’s study validated our view that our 2021 NEO base salary and long-term incentive target levels were significantly lower than the median of our peer group and that each component of our CEO’s 2021 compensation was at or significantly below median, with total CEO compensation falling at approximately the 25th percentile.
In response to these study results and considering individual situations and investor feedback, the Compensation Committee recommended, and the Board approved, increases to NEO base salaries and adjustments to other elements of our executive compensation program in February 2022. In
 
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August 2022, the Compensation Committee had Meridian prepare an updated executive compensation benchmark study. As confirmed by Meridian’s August 2022 benchmark study, the 2022 NEO compensation adjustments resulted in the following:

Total target compensation for all NEOs on average falls within the middle range of our peers; and

Total target compensation for the CEO ranks slightly below median relative to peers.
For a portion (25%) of the long-term incentive awards granted to our executive officers in 2022, we included relative TSR as a performance metric for the three-year performance period ending June 30, 2025. The entities in our 2022 compensation benchmarking peer group and the entities and indices in our TSR Comparator Peer Group for the 2022 long-term incentive awards include the following:
Entity/Index Name (Ticker)
2022 Compensation
Benchmarking
Peer Group
2022 TSR Comparator
Peer Group
Energy Transfer LP (ET)
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[MISSING IMAGE: ic_tick-bw.gif]
Enterprise Products Partners LP (EPD)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
Kinder Morgan Inc. (KMI)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
The Williams Companies Inc. (WMB)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
MPLX LP (MPLX)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
ONEOK Inc. (OKE)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
Targa Resources Corp. (TRGP)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
Magellan Midstream Partners LP (MMP)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
Western Midstream Partners LP (WES)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
EnLink Midstream LLC (ENLC)
[MISSING IMAGE: ic_tick-bw.gif]
[MISSING IMAGE: ic_tick-bw.gif]
Equitrans Midstream Corporation (ETRN)
[MISSING IMAGE: ic_tick-bw.gif]
Crestwood Equity Partners LP (CEQP)
[MISSING IMAGE: ic_tick-bw.gif]
DCP Midstream LP (DCP)
[MISSING IMAGE: ic_tick-bw.gif]
Holly Energy Partners LP (HEP)
[MISSING IMAGE: ic_tick-bw.gif]
NuStar Energy LP (NS)
[MISSING IMAGE: ic_tick-bw.gif]
S&P 500 Index (SPX)
[MISSING IMAGE: ic_tick-bw.gif]
Alerian Midstream Energy Index (AMNA)
[MISSING IMAGE: ic_tick-bw.gif]
Additional Information Regarding Compensation Practices and Processes
Set forth below is additional information regarding our compensation practices and processes as they relate to the elements of our compensation program:
Base Salary. Historically, we have not made regular annual adjustments to the base salaries of our Named Executive Officers (prior to 2022, the most recent across the board adjustments were made in 2017), but we have made salary adjustments in connection with promotions or the assumption of increased responsibilities. In order to enhance retention and our competitive positioning relative to peers, and taking individual situations into account, base salaries were increased in 2022.
Annual Cash Incentive Awards. Annual cash incentive awards (or bonuses) are determined within a formulaic framework that includes an annual bonus target for each Named Executive Officer, expressed as a percentage of base salary, and the determination of an actual payout as a percentage of such target amount based on company performance relative to specific goals, and individual contributions. Annual company goals typically include financial, safety, environmental and other specified goals, and each goal, as well as the individual performance component, is assigned a weighting or percentage share of the total payout opportunity. Annual goals and objectives, as well as weightings and potential payout ranges (expressed as a percentage of target) are established at the beginning of each year and
 
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are discussed and reviewed with the Board in conjunction with the review and approval of our annual plan. Payout percentages relative to achievement of specified goals may range from 0 — 200% of an individual’s target opportunity. The final amounts that are paid may be adjusted by the Compensation Committee and the Board based on factors it deems relevant. Such adjustments may be positive or negative depending on the circumstances.
2022 Annual Bonus Formula
[MISSING IMAGE: fc_base-pn.jpg]
At the end of each year, the CEO assesses the Company’s performance relative to goals and objectives established at the beginning of the year. The CEO’s written analysis of our performance examines accomplishments and shortfalls relative to established goals and objectives and also assesses overall performance against opportunities and challenges, taking into account controllable and non-controllable factors encountered during the year. The CEO also assesses the individual performance and contributions of each NEO (other than himself) towards the satisfaction of the various goals and objectives established at the beginning of the year. The CEO submits his report and the supporting detail to the Compensation Committee and Board for review and comment. Based on the conclusions set forth in the annual performance assessment, the CEO submits the results of the formulaic bonus calculations along with any recommendations for adjustments to the Compensation Committee for all Named Executive Officers other than himself. In connection with his assessment of Company and individual performance, the CEO also considers various factors, including:

whether or not we achieved the goals established for the year and any notable shortfalls relative to expectations;

the level of difficulty associated with achieving such objectives based on the opportunities and challenges encountered during the year;

current year operating and financial performance relative to both public guidance and prior year’s performance;

significant transactions or accomplishments for the period not included in the goals for the year;

our relative prospects at the end of the year with respect to future growth and performance; and

our equity price performance and returns during the year and our positioning at the end of the year with respect to our targeted leverage metrics and credit profile.
The Compensation Committee may adjust the CEO’s recommendations upward or downward in its discretion. The Compensation Committee’s recommendations are then submitted to the Board for final review and approval.
As noted above, the CEO does not make a recommendation with respect to his own bonus. The Compensation Committee assesses the CEO’s performance and contributions toward meeting the
 
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goals and objectives established at the beginning of the year, and then recommends to the Board a total bonus payout for the CEO that it believes to be commensurate with such performance and contributions.
Long-Term Incentive Awards. We use performance and time-based phantom unit grants issued under our Long-Term Incentive Plans to incentivize and retain our executive officers and encourage and reward timely achievement of targeted metrics designed to align the long-term interests of the Named Executive Officers with those of our unitholders.
2022 Annual LTIP Award; Determination of Units for Annual Grants
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NEOs are eligible to receive an annual grant of phantom units based on a formula tied to salary and PAA’s unit price. The size of the annual grant for a specified individual is based on a designated target percentage of their base salary that takes into account their expected contribution in respect of longer term performance objectives.
Annual equity grants typically require minimum service periods of three years in order to encourage long-term retention. A phantom unit grant provides the holder with the right to receive, upon the satisfaction of vesting criteria specified in the grant, a PAA common unit (or cash equivalent). We do not use options as a form of incentive compensation. Terms of phantom unit grants may vary, but generally phantom units vest upon the later of achievement of designated performance thresholds and continued employment for a full three-year period. Phantom unit grants for the Named Executive Officers typically include DERs, and for awards granted in 2022, DERs on the performance-based portion of such awards will accrue from the grant date and be payable only if and to the extent the underlying phantom units vest at the end of the three-year performance period. DERs on the time-based portion of such awards accrue for the first year following the grant date, with such accrued amount being paid out on the first anniversary of the grant date, and then are paid on a quarterly basis thereafter.
2022 Performance Overview and Specific Application of Compensation Elements in 2022
At the beginning of 2022, we established key quantitative financial, safety and environmental objectives, along with several qualitative goals. These objectives and goals are summarized in the table below.
 
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2022 Performance Objectives and Results (all figures rounded)
Quantitative Goals
Metrics
2022 Goals
2022 Results
Adjusted EBITDA attributable to PAA(1) $2.2 billion $2.510 billion
Implied DCF per common unit and CUE(1) $2.00 $2.26
Safety and Environmental 20% improvement in certain safety and environmental metrics over 2020 results

~18% reduction in recordable injuries

~35% decrease in number of federally reportable releases
Qualitative Goals

Financial: strengthen financial positioning and flexibility; complete asset sales of $150 million; achieve a total debt to Adjusted EBITDA ratio of 4.25x or lower by year end; deliver $678 million of free cash flow after distributions (excluding proceeds from asset sales); and return up to 25% of free cash flow after distributions to unitholders.

Investment: maintain capital discipline by limiting capital expenditures to no more than $275 million; advance key projects, including emerging energy opportunities, that will support future growth and returns; and optimize existing assets.

Operations and Management: advance and complete key programs and initiatives, including convergence efforts, designed to improve the efficiency and scalability of our operations and accounting processes and information systems; progress sustainability goals; and advance key initiatives related to talent development/management, diversity and inclusion, succession planning, employee wellness and performance management.
(1)
Adjusted EBITDA attributable to PAA and Implied DCF are non-GAAP financial measures. Information regarding these non-GAAP financial measures, including a reconciliation to the most directly comparable GAAP measures, is included under the caption “Non-GAAP Financial Measures” beginning on page 72 of PAA’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC.
Set forth below are some highlights regarding our 2022 performance relative to our goals and objectives for the year:

With respect to Adjusted EBITDA attributable to PAA, we exceeded our goal by 14% driven primarily by volume growth, higher commodity prices and operating performance.

In addition to the results set forth in the table above, we also reported Free Cash Flow after Distributions of approximately $828 million (vs. our goal for the year of $678 million).

We reduced our debt by $774 million and returned approximately $658 million to common equity holders via distributions and unit repurchases. We exited the year with a leverage ratio of 3.7x, achieving the low end of our target range approximately one year earlier than originally planned. We also ended the year with approximately $3.0 billion of committed liquidity.

With respect to our stated goals regarding safety and environmental metrics, we achieved a 35% reduction in federally reportable releases and an 18% reduction in safety-related total recordable injury rate, in each case relative to 2020 results. Notably, over the last six years, we have reduced our federally reportable releases by 74% and our total recordable injuries by 78%.
In developing his annual bonus compensation recommendations, our CEO primarily considered the quantitative factors and context described above. Other factors noted by our CEO as being relevant to his assessment of our 2022 performance included the following:

We substantially completed the integration of the legacy Oryx assets in connection with the October 2021 formation of the Plains Oryx Permian JV (“POP JV”);
 
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We added additional dedicated acres to the POP JV and captured additional tariff volumes vs. plan, with a meaningful increase in long-haul volumes;

We announced a multi-year capital allocation framework that prioritizes the generation of Free Cash Flow, continued improvement of financial flexibility, and increasing returns of capital to equity holders;

We acquired additional interests in the Cactus II and Advantage pipelines;

We advanced several debottlenecking projects at our NGL facilities designed to improve efficiencies;

We signed agreements to sell our minority interest in the Keyera Ft. Sask JV (this transaction closed in February 2023);

We restructured our Empress Joint Venture, which will allow us to improve operating efficiency at our Empress straddle plants;

We completed the convergence of our U.S. and Canada Operations Management System; and

We advanced several emerging energy projects and continued to make meaningful progress on our efforts to plan for the future and continue to improve effectiveness and efficiency in a variety of areas, including employee development and succession planning, internal systems and processes, safety, integrity, environmental stewardship and sustainability.
2022 Compensation Elements
For 2022, the elements of compensation were applied as described below.
Base Salary. In February 2022, the Compensation Committee recommended, and the Board approved, increases to the base salaries of our Named Executive Officers to maintain competitive pay levels and retain talent. These were the first base salary adjustments since 2017 (other than adjustments in connection with promotions or the assumption of increased responsibility). Following the February 2022 increases, the annual base salaries for the NEOs were as follows:
Named Executive Officer
Annual Base Salary
Willie Chiang $ 800,000
Harry Pefanis $ 600,000
Al Swanson $ 550,000
Richard McGee $ 550,000
Chris Chandler $ 600,000
Jeremy Goebel $ 600,000
Annual Cash Incentive Awards. Annual bonus targets, expressed as a percentage of base salary, were also adjusted in February 2022. Following the February 2022 adjustments, annual bonus targets for the Named Executive Officers, expressed as a percentage of base salary, were as follows:
 
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Named Executive Officer
Annual Bonus Target
(as a Percentage of Base Salary)
Willie Chiang 250%
Harry Pefanis 200%
Al Swanson 150%
Richard McGee 150%
Chris Chandler 150%
Jeremy Goebel 150%
The goals (and weightings) for 2022 cash incentive awards established at the beginning of the year were company performance (67% overall weighting allocated among Adjusted EBITDA attributable to PAA (40%), DCF per common unit and CUE (40%) and safety/environmental (20%)) and individual performance (33% weighting). The minimum and maximum payout levels of 0% and 200%, respectively, for Adjusted EBITDA attributable to PAA and DCF per common unit and CUE were set at 92.5% and 110%, respectively, of the applicable target with linear interpolation between those points, while the minimum and maximum payout levels of 0% and 200%, respectively, for safety and environmental metrics were set at 10% improvement and 30% improvement, respectively, over 2020 results with linear interpolation between those points (2020 results were used as the benchmark for reductions given that 2021 results for each metric were higher than our 2020 results). Individual performance metric payouts were determined by the Compensation Committee based on its assessment of individual contributions towards our 2022 goals and objectives.
The tables below reflect the weighting, payout range and actual results for each company performance metric. Individual performance scores and payout calculations are set forth below under “— Individual Performance.”
Company Performance Payout Thresholds & Ranges: (interpolate between points)
(67% weighting)
Threshold
Target