| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY | ||
19, 2021 The Notice of Annual Meeting, the proxy statement for the Annual Meeting and our Report are available at http://www.astproxyportal.com/ast/21140/. | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 24 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | 72 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | A-1 | | |
Proposal | | | Voting Options | | | Vote Required for Approval of Proposal at the Annual Meeting | |
1. To elect | | | 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. Abstentions and broker non-votes are not considered votes cast and will have no effect on the election of directors. | |
2. To ratify the appointment of PricewaterhouseCoopers LLP as | | | You may vote “FOR” or “AGAINST” the proposal, or you may “ABSTAIN” from voting. | | | This proposal must receive a majority of the votes cast, in person or by proxy, by the holders of | |
Proposal | | | Voting Options | | | Vote Required for Approval of Proposal at the Annual Meeting | |
3. To approve, on a non-binding advisory basis, our named executive officer compensation. | | | You may vote “FOR” or “AGAINST” the proposal, or you may “ABSTAIN” from voting. | | | This proposal must receive a majority of the votes cast, in person or by proxy, by the holders of | |
Proposal | | | Voting Options | | | Vote Required for Approval of Proposal at the PAA Annual Meeting | |
4. To instruct AAP regarding its vote on the approval of the Plains All American 2021 Long-Term Incentive Plan at the PAA Annual Meeting. | | | You may instruct AAP to vote “FOR” or “AGAINST” the proposal, or to “ABSTAIN” from voting. | | | This proposal must receive a majority of the votes cast, in person or by proxy, by the holders of PAA’s common units and Series A preferred units present and entitled to vote, voting as a single class at the PAA Annual Meeting. 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. | |
| | | | | | Independent | | | | Audit Committee | | | | Compensation Committee | | | | Governance Committee | | | | HSES | | | | Chairman of the Board | | | | Lead Director | | | |||||||||
| | Class I Directors (Term expires | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | Class II Directors (Term expires 2022) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | Victor Burk | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| | Kevin S. McCarthy1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | Harry N. Pefanis, President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | Gary R. Petersen | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| | ||||||||||||||||||||||||||||||||||||||||
Class III Directors (Term expires 2021) | |||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| | Greg L. Armstrong, Senior Advisor to the CEO | |||||||||||||||||||||||||||||||||||||||
| | | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| | John T. Raymond* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| | Bobby S. Shackouls* | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| | Christopher M. Temple* | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | • Public Company Experience (Officer/ • Finance/Accounting • Business Development/Strategy/Commercial • Legal/Governance/Government Relations • Operations/Engineering/Construction | | | | • Industry Experience (Upstream/Midstream/ • Private Equity • Diversity • International • Cybersecurity/IT | | |
| | | | | | Armstrong | | | | Burk | | | | Chiang | | | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | |
| | Not Independent PAGP/PAA Director since | | | |
| | | Board • Public Company Experience • Finance/Accounting • Business Development/ • Legal/Governance/ • Operations/Engineering/ Construction • Industry Experience • | | |
| | JOHN T. RAYMOND Independent PAGP/PAA Director since 2010 Committees: Compensation (chair) | | | | John T. Raymond, age | | | | Board Qualifications: • Public Company Experience • Finance/Accounting • Business Development/ Strategy/Commercial • Legal/Governance/ Government Relations • Operations/Engineering/ Construction • Industry Experience • Private Equity • International | | |
| | | | | | 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. 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 | | | | | | |
| | BOBBY S. SHACKOULS Lead Director Independent PAGP/PAA Director since 2010 Committees: Governance (chair) | | | | Bobby S. Shackouls, age | | | | Board Qualifications: • Public Company Experience • Finance/Accounting • Business Development/ • Legal/Governance/ • Operations/Engineering/ • Industry Experience • International | | |
| | CHRISTOPHER M. TEMPLE Independent PAGP/PAA Director since 2009 Committees: Compensation HSES | | | | Christopher M. Temple, age | | | | Board Qualifications: • Public Company Experience • Finance/Accounting • Business Development/ Strategy/Commercial • Legal/Governance/ Government Relations • Industry Experience | | |
| | | | | | Rock Core Income Corporation and Owl Rock Technology Finance | | | | Private Equity • Cybersecurity/IT | | |
| | WILLIE CHIANG Not Independent PAGP/PAA Director since 2017 Chairman and CEO | | | | Willie Chiang, age | | | | Board Qualifications: • Public Company Experience • Finance/Accounting • Business Development/ • Legal/Governance/ • Operations/Engineering/ • Industry Experience • • | | |
| | ALEXANDRA D. PRUNER Independent PAGP/PAA Director since 2018 Committees: Audit Governance | | | | Alexandra Pruner, age 59, 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 and as a director of Encino Acquisition Partners, LLC since November 2019. 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, 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 | | |
| | LAWRENCE M. ZIEMBA Independent PAGP/PAA Director since 2020 Committees: Audit HSES (chair) | | | | Lawrence M. Ziemba, age 65, 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 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 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. | | | | Board Qualifications: • Public Company Experience • Finance/Accounting • Business Development/ Strategy/Commercial • Legal/Governance/ Government Relations • Operations/Engineering/ Construction • Industry Experience • International | | |
| | VICTOR BURK Independent PAGP/PAA Director since 2010 Committees: Audit (chair) | | | | Victor Burk, age 71, has served as a director of PAGP GP since January 2014. He has been a Managing Director for Alvarez and Marsal, a privately owned professional services firm, since April 2009. 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 chairman 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 Designated Director — Independence Not Assessed PAGP/PAA Director since 2020 Committees: none | | | | Kevin S. McCarthy, age 61, 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 Altus Midstream Company and 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. 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 | | |
| | HARRY N. PEFANIS Not Independent PAGP/PAA Director since 2017 President | | | | Harry N. Pefanis, age | | | | Board Qualifications: • Public Company Experience • Finance/Accounting • Business Development/ • Legal/Governance/ • Operations/Engineering/ • Industry Experience • International | | |
| | GARY R. PETERSEN Independent PAGP/PAA Director since 2001 Committees: Compensation Governance | | | | Gary R. Petersen, age 74, 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 Investments L.P., 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 a period of more than 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 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. | | | | Board Qualifications: • Public Company Experience • Finance/Accounting • Business Development/ Strategy/Commercial • Legal/Governance/ Government Relations • Industry Experience • Private Equity • International | | |
| | | | | | Board | | | | Audit Committee | | | | Compensation Committee | | | | Governance Committee | | | ||||||||||||
| | Number of Formal Meetings | | | | | | 7 | | | | | | | 10 | | | | | | | 2 | | | | | | | 1 | | | |
| | Name | | | | Age (as of 3/ | | | | Position | | | |||
| | Willie Chiang* | | | | | 60 | | | | | Chairman of the Board and Chief Executive Officer | | | |
| | Harry N. Pefanis* | | | | | 63 | | | | | President | | | |
| | Al Swanson | | | | | 57 | | | | | Executive Vice President and Chief Financial Officer | | | |
| | Richard K. McGee | | | | | 60 | | | | | Executive Vice President, General Counsel and Secretary | | | |
| | Chris R. Chandler | | | | | 49 | | | | | Executive Vice President and Chief Operating Officer | | | |
| | Jeremy L. Goebel | | | | | 43 | | | | | Executive Vice President | | | |
| | Chris Herbold | | | | | 48 | | | | | Senior Vice President and Chief Accounting Officer | | |
| | What We Do | | | | What We Don’t Do | | |
| | ✓ We emphasize pay for performance ✓ We pay lower base salaries vs. median of peers to emphasize variable, at-risk compensation ✓ A significant portion (over 80% at target) of our executive compensation is at risk ✓ Our annual bonus program is 100% performance based with payout based on a formulaic framework ✓ Our short-term and long-term incentive compensation programs utilize quantitative and objective performance metrics ✓ We deliver balanced long-term equity incentives (50% performance based and 50% time based) ✓ The performance-based portion of our long-term incentive awards require performance over a multi-year period ✓ The change in control protections in our long-term incentive plan grants include a “double trigger” requirement ✓ The structure and terms of our incentive compensation mitigate against excessive risk taking ✓ Our compensation committee engages an independent compensation consultant ✓ We engage with our investors and other stakeholders to get their input on our executive compensation program ✓ Our compensation committee is composed entirely of independent directors even though not required by Nasdaq listing standards ✓ We have adopted Equity Ownership Guidelines applicable to our executive officers and directors ✓ We have adopted a Clawback Policy that allows us to recoup certain compensation in the event of (i) fraud or misconduct that contributes to a material financial restatement or (ii) detrimental conduct that results in significant financial, reputational or other harm to the company | | | | No guaranteed bonuses We do not make regular annual increases to base pay No excise tax gross ups Directors and officers are prohibited from hedging or pledging company securities Our equity plan prohibits backdating or repricing of options We did not grant any large, out of cycle equity awards in 2020 No significant perquisites for our executive officers | | |
| | What We Heard | | | | What We Did | | |
| | Concern that DCF/CUE metric in equity incentives did not require performance throughout three year grant period and allowed too long of a period (4 years) to achieve target | | | | We changed the DCF/CUE performance metric in our long-term equity incentive awards granted in 2020 to require performance over a full 12-quarter period vs. any trailing 4-quarter period; and we shortened the performance period to three years, eliminating the extra one-year “tail” period. | | |
| | Concern that DCF/CUE performance metric in long-term incentive awards could incentivize management to inappropriately increase leverage to meet targets | | | | We included a leverage modifier to mitigate concern. Payout on cumulative three-year DCF/CUE metric 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. | | |
| | Investor desire for use of a relative, returns-based performance metric in our equity incentive program | | | | We added a relative total shareholder return metric with an absolute TSR modifier to our long-term equity incentive awards granted in 2020. | | |
| | Investors would like to see more use of ESG metrics in our performance-based incentive programs | | | | We continue to use safety and environmental metrics in our annual bonus program and we agreed to consider further direct alignment between our sustainability strategy and executive compensation. | | |
| | Concern regarding significant, out of cycle equity awards granted to CEO in 2018 (in connection with his promotion to the CEO role) and certain NEOs in 2019 (long-term retention and incentive for two individuals regarded as key to future leadership succession) | | | | The Board and compensation committee have at times used performance-based long term incentive and retention awards under special circumstances to secure and incentivize leadership talent and facilitate long-term succession efforts. We do not routinely grant out of cycle equity awards and we did not grant any special out of cycle equity awards in 2020. | | |
| | Adoption of equity ownership guidelines would be seen as a beneficial mitigant | | | | In November 2020, the Board adopted Equity Ownership Guidelines. | | |
| | Adoption of clawback policy would be seen as a beneficial mitigant | | | | In November 2020, the Board adopted a Clawback Policy. | | |
| | Supportive of inclusion of S&P and Alerian indices in TSR comparator group, but viewed AMNA as more appropriate index vs. AMZX | | | | S&P and Alerian indices included in TSR comparator group for 2020 long-term incentive awards and we will substitute AMNA for AMZX going forward. | | |
| | Grant Date | | Initial Units Granted | | Realizable Grant Date Market Value of Initial Units(1) | | Total Unvested Units | | Total Realized Value of Vested Units and Realizable Value of O/S Units as of 12/31/19(2) | | 12/31/19 Realized and Realizable Value as % of Realizable Grant Date Market Value | | Total Realized Value of Vested Units and Realizable Value of O/S Units as of 3/27/20(3) | | 3/27/20 Realized and Realizable Value as % of Realizable Grant Date Market Value | | | | Grant Date | | Initial Units Granted | | Grant Date Market Value of Initial Units(1) | | Total Unvested Units | | Total Realizable Value of O/S Units as of 12/31/20(2) | | 12/31/20 Realizable Value as % of Grant Date Market Value | | Change in Value from Grant Date to 12/31/20 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | 8/24/15 | | | | 120,000 | | | | $ | 3,799,200 | | | | | 36,000 | | | | $ | 2,587,440 | | | | | 68.1% | | | | $ | 2,124,480 | | | | | 55.9% | | | | | 8/16/18 (in connection with his promotion to the CEO role) | | | | 500,000 | | | | $ | 13,425,000 | | | | | 500,000 | | | | $ | 4,120,000 | | | | | 30.7% | | | | | -69.3% | | | | |||||||||||||
| | 8/25/16 | | | | 165,000 | | | | $ | 4,707,450 | | | | | 55,000 | | | | $ | 3,523,850 | | | | | 74.9% | | | | $ | 2,816,550 | | | | | 59.8% | | | | | 8/15/19 (annual grant) | | | | 125,740 | | | | $ | 2,683,292 | | | | | 125,740 | | | | $ | 1,036,098 | | | | | 38.6% | | | | | -61.4% | | | | |||||||||||||
| | 7/5/17 | | | | 65,000 | | | | $ | 1,714,700 | | | | | — | | | | $ | 1,555,450 | | | | | 90.7% | | | | $ | 1,555,450 | | | | | 90.7% | | | | | 8/13/20 (annual grant) | | | | 375,940 | | | | $ | 2,996,242 | | | | | 375,940 | | | | $ | 3,097,746 | | | | | 103.4% | | | | | +3.4% | | | | |||||||||||||
| | 3/22/18 | | | | 50,000 | | | | $ | 1,088,500 | | | | | 25,000 | | | | $ | 1,054,750 | | | | | 96.9% | | | | $ | 733,250 | | | | | 67.4% | | | | | Unadjusted Total | | | | 1,001,680 | | | | $ | 19,104,534 | | | | | 1,001,680 | | | | $ | 8,253,844 | | | | | 43.2% | | | | | -56.8% | | | | |||||||||||||
| | 8/16/18 | | | | 500,000 | | | | $ | 13,425,000 | | | | | 500,000 | | | | $ | 9,195,000 | | | | | 68.5% | | | | $ | 2,765,000 | | | | | 20.6% | | | | | Adjusted Total | | | | | | | | | | | | | | | | | | $ | 4,133,844 | | | | | 21.6% | | | | | -78.4% | | | | |||||||||||||
| | 8/15/19 | | | | 125,740 | | | | $ | 2,683,292 | | | | | 125,740 | | | | $ | 2,312,359 | | | | | 86.2% | | | | $ | 695,342 | | | | | 25.9% | | | | |||||||||||||||||||||||||||||||||||||||||||||||
| | Total | | | | 1,025,740 | | | | $ | 27,418,142 | | | | | 741,740 | | | | $ | 20,228,849 | | | | | 73.8% | | | | $ | 10,690,072 | | | | | 39.0% | | | |
| | 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 • Salaries are deliberately set at level lower than median of benchmark peers; structure emphasizes variable, at-risk performance-based compensation over fixed compensation • No regular annual adjustments and no changes to base salaries for NEOs in 2020 | | |
| | 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 | | |
| | 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 (retention) based • Vesting thresholds require performance over multi-year period and are tied to achievement of long-term business goals and financial metrics • In 2020, added relative TSR as additional metric with absolute TSR modifier • In 2020, strengthened DCF/CUE metric to require performance throughout three year period and added leverage modifier in line with leverage reduction objectives of company • Distribution Equivalent Rights (“DERs”) associated with long-term equity awards provide additional potential motivation and reward | | |
| | 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 | | |
| | Company | | | | Total Assets (MM)1 | | | |||
| | Energy Transfer LP | | | | | $ | 98,880 | | | |
| | Kinder Morgan, Inc. | | | | | $ | 74,157 | | | |
| | Enterprise Products Partners L.P. | | | | | $ | 61,733 | | | |
| | The Williams Companies, Inc. | | | | | $ | 46,040 | | | |
| | MPLX LP | | | | | $ | 40,430 | | | |
| | ONEOK, Inc. | | | | | $ | 21,812 | | | |
| | Targa Resources Corp. | | | | | $ | 18,815 | | | |
| | Enable Midstream Partners, LP | | | | | $ | 12,266 | | | |
| | EnLink Midstream, LLC | | | | | $ | 9,336 | | | |
| | Buckeye Partners, L.P.2 | | | | | $ | 8,510 | | | |
| | Magellan Midstream Partners, L.P. | | | | | $ | 8,438 | | | |
| | 1 Total asset value per public disclosures as of the most recent fiscal year. | | | |||||||
| | 2 Buckeye Partners, L.P. was acquired by IFM Investors Pty Ltd on November 1, 2019. Its total asset value is derived from its Q3 2019 disclosure released prior to being acquired. Source: S&P Capital IQ. | | | |||||||
| | For reference: Plains All American Pipeline, L.P. | | | | | $ | 28,677 | | | |
| | Company | | | | Enterprise Value (MM)(1) | | |
| | Energy Transfer LP | | | | $82,588 | | |
| | Enterprise Products Partners L.P. | | | | $69,572 | | |
| | Kinder Morgan, Inc. | | | | $68,734 | | |
| | The Williams Companies, Inc. | | | | $48,613 | | |
| | MPLX LP | | | | $42,563 | | |
| | ONEOK, Inc. | | | | $27,098 | | |
| | For reference: Plains All American Pipeline, L.P. and Plains GP Holdings, L.P., consolidated | | | | $21,843 | | |
| | Targa Resources Corp. | | | | $15,643 | | |
| | Equitrans Midstream Corporation | | | | $15,169 | | |
| | Magellan Midstream Partners, L.P. | | | | $14,200 | | |
| | Western Midstream Partners, LP | | | | $12,669 | | |
| | EnLink Midstream, LLC | | | | $ 7,796 | | |
| | Enable Midstream Partners, LP | | | | $ 6,894 | | |
| | • S&P 500 Index (SPX) • Alerian MLP Total Return Index (AMZX) • Enterprise Products Partners LP (EPD) • Kinder Morgan Inc. (KMI) • The Williams Companies Inc. (WMB) | | | | • MPLX LP (MPLX) • Energy Transfer LP (ET) • ONEOK Inc. (OKE) • Magellan Midstream Partners LP (MMP) • Phillips 66 Partners LP (PSXP) • Targa Resources Corp. (TRGP) | | | | • DCP Midstream LP (DCP) • TC Pipelines LP (TCP) • Holly Energy Partners LP (HEP) • NuStar Energy LP (NS) • EnLink Midstream LLC (ENLC) | | |
| | 2019 Performance Objectives and Results | | | | 2020 Performance Objectives and Results (all figures rounded) | | | ||||||||||||||||
| | Quantitative Goals | | | | | | | | | | | | Quantitative Goals | | | ||||||||
| | Metrics | | | | 2019 Goals | | | | 2019 Results | | | | Metrics | | | | 2020 Goals | | | | 2020 Results | | |
| | Adjusted EBITDA5 | | | | $2.8 billion | | | | $3.24 billion | | | | Adjusted EBITDA3 | | | | $2.6 billion | | | | $2.56 billion | | |
| | DCF per common unit | | | | $2.64 | | | | $2.99 | | | | DCF per common unit and CUE | | | | $2.29 | | | | $2.29 | | |
| | Safety and Environmental | | | | 20% year over year improvement in certain safety and environmental metrics | | | | • 30% reduction in recordable injury rate • 25% reduction in federally reportable releases | | | | Safety and Environmental | | | | 20% year over year improvement in certain safety and environmental metrics | | | | • 27% reduction in recordable injury rate • 26% reduction in federally reportable releases | | |
| | Qualitative Goals | | | | Qualitative Goals | | | ||||||||||||||||
| | • Financial: complete our 2017 deleveraging plan, develop and execute a comprehensive capital allocation strategy, achieve a total debt to adjusted EBITDA ratio of 4.3x or lower by year end and maintain distribution coverage of at least 130% • Investment: advance key projects that will support future growth and returns and utilize existing capacity of existing assets • Operations and Management: advance and complete key programs and initiatives designed to improve the efficiency and scalability of our business processes and information systems, and advance key initiatives related to talent development/management and succession planning | | | | • Financial: improve our financial strength and positioning, complete asset sales of $600 million, achieve a total debt to adjusted EBITDA ratio of 4.47x or lower by year end, and maintain distribution coverage of at least 130% • Investment: advance key projects that will support future growth and returns and utilize existing capacity of existing assets • Operations and Management: advance and complete key programs and initiatives designed to reduce costs and improve the efficiency and scalability of our business processes and information systems, and advance key initiatives related to talent development/management and succession planning | | |
| | Named Executive Officer | | | | Annual Bonus Target (as a Percentage of Base Salary) | | | |||
| | Willie Chiang | | | | | | 250% | | | |
| | Harry | | | | | | 250% | | | |
| | Al Swanson | | | | | | 200% | | | |
| | Richard McGee | | | | | | 200% | | | |
| | Chris Chandler | | | | | | 200% | | | |
| | Jeremy Goebel | | | | | | 200% | | | |
| | (67% weighting) | | | Threshold | | | Target | | | Max | | | |||||||||
| | EBITDA/DCF (% Target) | | | | | 92.50% | | | | | | 100% | | | | | | 110% | | | |
| | Safety/Env Reduction vs. ’18 (% Target) | | | | | 0% | | | | | | -20% | | | | | | -40% | | | |
| | Payout | | | | | 0% | | | | | | 100% | | | | | | 200% | | | |
| | (67% weighting) | | | Threshold | | | Target | | | Max | | | | 2020 Formulaic Payout Calculation | | |||||||||
| | EBITDA/DCF (% Target) | | | | | 92.50% | | | | | | 100% | | | | | | 110% | | | | | ||
| | Safety/Env Reduction vs. ‘19 (% Target) | | | | | -10% | | | | | | -20% | | | | | | -30% | | | | | ||
| | Payout | | | | | 0% | | | | | | 100% | | | | | | 200% | | | | |
| | Company Performance Metrics | | | Weight | | | Threshold | | | Target | | | Max | | | Result | | | Payout % | | | Wgtd % | | | |||||||||||||||||||||
| | Adjusted EBITDA | | | | | 40% | | | | | $ | 2,405 | | | | | $ | 2,600 | | | | | $ | 2,860 | | | | | $ | 2,522(1) | | | | | | 60% | | | | | | 24% | | | |
| | DCF/Common Unit and CUE | | | | | 40% | | | | | $ | 2.12 | | | | | $ | 2.29* | | | | | $ | 2.52 | | | | | $ | 2.29* | | | | | | 104%** | | | | | | 42% | | | |
| | Safety (TRIR) | | | | | 10% | | | | | | 0.47 | | | | | | 0.42 | | | | | | 0.36 | | | | | | 0.38 | | | | | | 169% | | | | | | 17% | | | |
| | Environmental (DOT releases) | | | | | 10% | | | | | | 21 | | | | | | 18 | | | | | | 16 | | | | | | 17 | | | | | | 100%(1) | | | | | | 10% | | | |
| | Company Performance Subtotal | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 93% | | | |
| | Company Performance Metrics | | | Weight | | | Threshold | | | Target | | | Max | | | Result | | | Payout % | | | Wgtd % | | | |||||||||||||||||||||
| | Adjusted EBITDA | | | | | 27% | | | | | $ | 2,590 | | | | | $ | 2,800 | | | | | $ | 3,080 | | | | | $ | 3,237 | | | | | | 200% | | | | | | 54% | | | |
| | DCF/Common Unit | | | | | 27% | | | | | $ | 2.44 | | | | | $ | 2.64 | | | | | $ | 2.90 | | | | | $ | 2.99 | | | | | | 200% | | | | | | 54% | | | |
| | Safety (TRIR) | | | | | 7% | | | | | | 0.71 | | | | | | 0.59 | | | | | | 0.47 | | | | | | 0.52 | | | | | | 158% | | | | | | 11% | | | |
| | Environmental (DOT releases) | | | | | 7% | | | | | | 31 | | | | | | 25 | | | | | | 19 | | | | | | 23 | | | | | | 133% | | | | | | 9% | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Subtotal | | | | | | 128% | | | |
| | Individual Performance | | | | | 33% | | | | Ind. Payout Determined by Comp Committee | | | | | 140% | | | | | | 47% | | | | |||||||||||||||||||||
| | (33% weighting)Total | | | | | 100% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | 175% | | | |
|
| | Name | | | | Individual Performance Highlights | | | | Score | | |
| | Willie Chiang | | | | • Overall leadership and tone setting • Financial and EHS performance • Financial and strategic positioning for 2021+ • Ongoing Board initiatives (assessment and refreshment) | | | | 100% | | |
| | Harry Pefanis | | | | • Significant role in joint ventures and divestitures • Mentor/develop key individuals • Oversee/guide S&L execution/performance • Develop/maintain/enhance major commercial relationships and contracts | | | | 100% | | |
| | Al Swanson | | | | • Drive shift to free cash flow • Enhance financial position/flexibility • Balance sheet optimization • Equity repurchase plan • Manage rating agencies/maintain ratings | | | | 105% | | |
| | Richard McGee | | | | • Legal support for multiple significant complex business development transactions • Manage/mitigate Line 901 exposure • Facilitate investor engagement effort and governance/compensation initiatives | | | | 105% | | |
| | Chris Chandler | | | | • Excellent operational reliability in 2020 • EHS performance • Leadership role in convergence effort, capex/cost reductions and business review process • Facilitated achieving (positioning to achieve) key project milestones | | | | 115% | | |
| | Jeremy Goebel | | | | • Led multiple major, complex and strategic projects/business development transactions, including $450 million in asset sales • Enhanced supply position • Develop/maintain/enhance major commercial relationships and contracts • Key role in capex optimization, business review process and driving efficiencies in commercial group | | | | 115% | | |
| | Named Executive Officer | | | 2020 Target Bonus Amount | | | Company Results | | | | | | | | | Individual Results | | | | | | | | | Percent of Target Bonus Earned | | | 2020 Actual Bonus Amount(1) | | | |||||||||||||||||||||||||||||||||||||||
| Company Score | | | | | | | | | Weight | | | | | | | ��� | | Individual Score | | | | | | | | | Weight | | | | | | | | |||||||||||||||||||||||||||||||||||
| | Willie Chiang | | | | $ | 1,500,000 | | | | | | 93% | | | | | | x | | | | | | 67% | | | | | | + | | | | | | 100% | | | | | | x | | | | | | 33% | | | | | | = | | | | | | 95% | | | | | $ | 1,425,000 | | | |
| | Harry Pefanis | | | | $ | 1,000,000 | | | | | | 93% | | | | | | x | | | | | | 67% | | | | | | + | | | | | | 100% | | | | | | x | | | | | | 33% | | | | | | = | | | | | | 95% | | | | | $ | 950,000 | | | |
| | Al Swanson | | | | $ | 800,000 | | | | | | 93% | | | | | | x | | | | | | 67% | | | | | | + | | | | | | 105% | | | | | | x | | | | | | 33% | | | | | | = | | | | | | 97% | | | | | $ | 775,000 | | | |
| | Richard McGee | | | | $ | 800,000 | | | | | | 93% | | | | | | x | | | | | | 67% | | | | | | + | | | | | | 105% | | | | | | x | | | | | | 33% | | | | | | = | | | | | | 97% | | | | | $ | 775,000 | | | |
| | Chris Chandler | | | | $ | 800,000 | | | | | | 93% | | | | | | x | | | | | | 67% | | | | | | + | | | | | | 115% | | | | | | x | | | | | | 33% | | | | | | = | | | | | | 100% | | | | | $ | 800,000 | | | |
| | Jeremy Goebel | | | | $ | 800,000 | | | | | | 93% | | | | | | x | | | | | | 67% | | | | | | + | | | | | | 115% | | | | | | x | | | | | | 33% | | | | | | = | | | | | | 100% | | | | | $ | 800,000 | | | |
| | Named Executive Officer | | | 2019 Target Bonus Amount | | | Formulaic Bonus Payout % | | | Negative Adjustment | | | Final Payout % | | | 2019 Actual Bonus Amount | | | |||||||||||||||
| | Willie Chiang | | | | $ | 1,500,000 | | | | | | 175% | | | | | | -25% | | | | | | 150% | | | | | $ | 2,250,000 | | | |
| | Harry Pefanis | | | | $ | 1,000,000 | | | | | | 175% | | | | | | -25% | | | | | | 150% | | | | | $ | 1,500,000 | | | |
| | Al Swanson | | | | $ | 800,000 | | | | | | 175% | | | | | | -25% | | | | | | 150% | | | | | $ | 1,200,000 | | | |
| | Richard McGee | | | | $ | 800,000 | | | | | | 175% | | | | | | -25% | | | | | | 150% | | | | | $ | 1,200,000 | | | |
| | Chris Chandler | | | | $ | 800,000 | | | | | | 175% | | | | | | n/a | | | | | | 175% | | | | | $ | 1,400,000 | | | |
| | Jeremy Goebel | | | | $ | 800,000 | | | | | | 175% | | | | | | n/a | | | | | | 175% | | | | | $ | 1,400,000 | | | |
| | Named Executive Officer | | | | Annual LTIP Award Target Value (as a percentage of base salary) | | | | 2019 Annual LTIP Award Value | | | | 2019 Annual Phantom Units Granted(1) | | | | Time-Vested Phantom Units (50%) | | | | Performance- Vested Phantom Units (50%) | | | | Named Executive Officer | | | | Annual LTIP Award Target Value (as a percentage of base salary) | | | | 2020 Annual LTIP Award Value | | | | 2020 Annual Phantom Units Granted(1) | | | | Time-Vested Phantom Units (50%) | | | | Performance- Vested Phantom Units (50%) | | | ||||||||||||||||||||||||||||||
| | Willie Chiang | | | | | | 500% | | | | | | $ | 3,000,000 | | | | | | | 125,740 | | | | | | | 62,870 | | | | | | | 62,870 | | | | | Willie Chiang | | | | | | 500% | | | | | | $ | 3,000,000 | | | | | | | 375,940 | | | | | | | 187,970 | | | | | | | 187,970 | | | |
| | Harry N. Pefanis | | | | | | 500% | | | | | | | n/a(2) | | | | | | | n/a(2) | | | | | | | n/a(2) | | | | | | | n/a(2) | | | | | Harry Pefanis | | | | | | 500% | | | | | | | n/a(2) | | | | | | �� | n/a(2) | | | | | | | n/a(2) | | | | | | | n/a(2) | | | |
| | Al Swanson | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 50,300 | | | | | | | 25,150 | | | | | | | 25,150 | | | | | Al Swanson | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 150,380 | | | | | | | 75,190 | | | | | | | 75,190 | | | |
| | Richard McGee | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 50,300 | | | | | | | 25,150 | | | | | | | 25,150 | | | | | Richard McGee | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 150,380 | | | | | | | 75,190 | | | | | | | 75,190 | | | |
| | Chris Chandler | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 50,300 | | | | | | | 25,150 | | | | | | | 25,150 | | | | | Chris Chandler | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 150,380 | | | | | | | 75,190 | | | | | | | 75,190 | | | |
| | Jeremy Goebel | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 50,300 | | | | | | | 25,150 | | | | | | | 25,150 | | | | | Jeremy Goebel | | | | | | 300% | | | | | | $ | 1,200,000 | | | | | | | 150,380 | | | | | | | 75,190 | | | | | | | 75,190 | | | |
| | Design Feature | | | | Description | | |
| | Participation | | | | Executive officers and directors (other than designated directors) | | |
| | Ownership Basis | | | | Multiple of salary for executive officers (CEO (6x), President (5x), EVPs (3x), SVP (1x)), and multiple of cash retainer for directors (5x) | | |
| | Grace Period to Achieve Compliance | | | | 5 years | | |
| | Additional Holding Requirements | | | | Executive officers and directors are required to hold 100% of units/shares acquired upon vesting of phantom units until ownership guidelines are met (“hold until met” requirement) | | |
| | Name and Principal Position | | | | Year | | | | Salary ($)(1) | | | | Bonus ($)(2) | | | | Stock Awards ($)(3) | | | | Non-Equity Incentive Plan Compensation ($) | | | | All Other Compensation ($)(4) | | | | Total ($) | | | | Name and Principal Position | | | | Year | | | | Salary ($)(1) | | | | Stock Awards ($)(2) | | | | Non-Equity Incentive Plan Compensation ($) | | | | All Other Compensation ($)(3) | | | | Total ($) | | | |||||||||||||||||||||||||||||||||||||||
| | Willie Chiang | | | | | | 2019 | | | | | | | 600,000 | | | | | | | — | | | | | | | 1,273,118 | | | | | | | 2,250,000 | | | | | | | 17,760 | | | | | | | 4,140,878 | | | | | Willie Chiang | | | | | | 2020 | | | | | | | 600,000 | | | | | | | 2,247,181 | | | | | | | 1,425,000 | | | | | | | 18,060 | | | | | | | 4,290,241 | | | |
| | Chairman and Chief Executive | | | | | | 2018 | | | | | | | 450,000 | | | | | | | — | | | | | | | 6,425,523 | | | | | | | 2,000,000 | | | | | | | 17,460 | | | | | | | 8,892,983 | | | | | Chairman and Chief Executive | | | | | | 2019 | | | | | | | 600,000 | | | | | | | 1,273,118 | | | | | | | 2,250,000 | | | | | | | 17,760 | | | | | | | 4,140,878 | | | |
| | Officer | | | | | | 2017 | | | | | | | 325,000 | | | | | | | 1,250,000 | | | | | | | 1,714,700 | | | | | | | — | | | | | | | 17,160 | | | | | | | 3,306,860 | | | | | Officer | | | | | | 2018 | | | | | | | 450,000 | | | | | | | 6,425,523 | | | | | | | 2,000,000 | | | | | | | 17,460 | | | | | | | 8,892,983 | | | | |
| | Harry N. Pefanis | | | | | | 2019 | | | | | | | 400,000 | | | | | | | — | | | | | | | — | | | | | | | 1,500,000 | | | | | | | 17,760 | | | | | | | 1,917,760 | | | | | Harry Pefanis | | | | | | 2020 | | | | | | | 400,000 | | | | | | | — | | | | | | | 950,000 | | | | | | | 18,060 | | | | | | | 1,368,060 | | | |
| | President and Chief Commercial | | | | | | 2018 | | | | | | | 400,000 | | | | | | | — | | | | | | | — | | | | | | | 1,500,000 | | | | | | | 17,460 | | | | | | | 1,917,460 | | | | | President | | | | | | 2019 | | | | | | | 400,000 | | | | | | | — | | | | | | | 1,500,000 | | | | | | | 17,760 | | | | | | | 1,917,760 | | | |
| | Officer | | | | | | 2017 | | | | | | | 350,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 17,160 | | | | | | | 367,160 | | | | | | | | | | | 2018 | | | | | | | 400,000 | | | | | | | — | | | | | | | 1,500,000 | | | | | | | 17,460 | | | | | | | 1,917,460 | | | | |
| | Al Swanson | | | | | | 2019 | | | | | | | 400,000 | | | | | | | — | | | | | | | 509,288 | | | | | | | 1,200,000 | | | | | | | 17,760 | | | | | | | 2,127,048 | | | | | Al Swanson | | | | | | 2020 | | | | | | | 400,000 | | | | | | | 898,896 | | | | | | | 775,000 | | | | | | | 18,060 | | | | | | | 2,091,956 | | | |
| | Executive Vice President and Chief | | | | | | 2018 | | | | | | | 400,000 | | | | | | | — | | | | | | | 1,546,631 | | | | | | | 1,300,000 | | | | | | | 17,460 | | | | | | | 3,264,091 | | | | | Executive Vice President and | | | | | | 2019 | | | | | | | 400,000 | | | | | | | 509,288 | | | | | | | 1,200,000 | | | | | | | 17,760 | | | | | | | 2,127,048 | | | |
| | Financial Officer | | | | | | 2017 | | | | | | | 325,000 | | | | | | | 800,000 | | | | | | | 923,300 | | | | | | | — | | | | | | | 17,160 | | | | | | | 2,065,460 | | | | | Chief Financial Officer | | | | | | 2018 | | | | | | | 400,000 | | | | | | | 1,546,631 | | | | | | | 1,300,000 | | | | | | | 17,460 | | | | | | | 3,264,091 | | | | |
| | Richard McGee | | | | | | 2019 | | | | | | | 400,000 | | | | | | | — | | | | | | | 509,288 | | | | | | | 1,200,000 | | | | | | | 17,760 | | | | | | | 2,127,048 | | | | | Richard McGee | | | | | | 2020 | | | | | | | 400,000 | | | | | | | 898,896 | | | | | | | 775,000 | | | | | | | 18,060 | | | | | | | 2,091,956 | | | |
| | Executive Vice President, General | | | | | | 2018 | | | | | | | 400,000 | | | | | | | — | | | | | | | 1,129,023 | | | | | | | 1,300,000 | | | | | | | 17,460 | | | | | | | 2,846,483 | | | | | Executive Vice President, General | | | | | | 2019 | | | | | | | 400,000 | | | | | | | 509,288 | | | | | | | 1,200,000 | | | | | | | 17,760 | | | | | | | 2,127,048 | | | |
| | Counsel and Secretary | | | | | | 2017 | | | | | | | 325,000 | | | | | | | 800,000 | | | | | | | 923,300 | | | | | | | — | | | | | | | 17,160 | | | | | | | 2,065,460 | | | | | Counsel and Secretary | | | | | | 2018 | | | | | | | 400,000 | | | | | | | 1,129,023 | | | | | | | 1,300,000 | | | | | | | 17,460 | | | | | | | 2,846,483 | | | | |
| | Chris Chandler | | | | | | 2019 | | | | | | | 396,000 | | | | | | | — | | | | | | | 4,410,788 | | | | | | | 1,400,000 | | | | | | | 17,760 | | | | | | | 6,224,548 | | | | | Chris Chandler | | | | | | 2020 | | | | | | | 400,000 | | | | | | | 898,896 | | | | | | | 800,000 | | | | | | | 18,060 | | | | | | | 2,116,956 | | | |
| | Executive Vice President and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Vice President and | | | | | | 2019 | | | | | | | 396,000 | | | | | | | 4,410,788 | | | | | | | 1,400,000 | | | | | | | 17,760 | | | | | | | 6,224,548 | | | |
| | Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Jeremy Goebel | | | | | | 2019 | | | | | | | 396,000 | | | | | | | — | | | | | | | 4,410,788 | | | | | | | 1,400,000 | | | | | | | 17,760 | | | | | | | 6,224,548 | | | | | Jeremy Goebel | | | | | | 2020 | | | | | | | 400,000 | | | | | | | 898,896 | | | | | | | 800,000 | | | | | | | 18,060 | | | | | | | 2,116,956 | | | |
| | Executive Vice President – | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Executive Vice President and | | | | | | 2019 | | | | | | | 396,000 | | | | | | | 4,410,788 | | | | | | | 1,400,000 | | | | | | | 17,760 | | | | | | | 6,224,548 | | | |
| | Commercial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chief Commercial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | All Other Stock Awards: Number Of Shares Of Stock or Units (#) | | | | Grant Date Fair Value Of Stock and Option Awards ($)(3) | | | | Name | | | | Grant Date | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | All Other Stock Awards: Number Of Shares Of Stock or Units (#) | | | | Grant Date Fair Value Of Stock and Option Awards ($)(2) | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | Name | | | | Grant Date | | | | Threshold ($) | | | | Target ($) | | | | Maximum ($) | | | | Threshold ($) | | | | Target ($) | | | | Maximum ($) | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Willie Chiang | | | | | | 2/21/19 | | | | | | | — | | | | | | | 1,500,000 | | | | | | | 3,000,000 | | | | | | | — | | | | | | | — | | | | | Willie Chiang | | | | | | 2/20/20 | | | | | | | — | | | | | | | 1,500,000 | | | | | | | 3,000,000 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 8/15/19 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 125,740(1) | | | | | | | 1,273,118 | | | | | | | | | | | 8/13/20 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 375,940(1) | | | | | | | 2,247,181 | | | | |
| | Harry N. Pefanis | | | | | | 2/21/19 | | | | | | | — | | | | | | | 1,000,000 | | | | | | | 2,000,000 | | | | | | | — | | | | | | | — | | | | | Harry Pefanis | | | | | | 2/20/20 | | | | | | | — | | | | | | | 1,000,000 | | | | | | | 2,000,000 | | | | | | | — | | | | | | | — | | | | |
| | Al Swanson | | | | | | 2/21/19 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | | | Al Swanson | | | | | | 2/20/20 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 8/15/19 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 50,300(1) | | | | | | | 509,288 | | | | | | | | | | | 8/13/20 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 150,380(1) | | | | | | | 898,896 | | | | |
| | Richard McGee | | | | | | 2/21/19 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | | | Richard McGee | | | | | | 2/20/20 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 8/15/19 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 50,300(1) | | | | | | | 509,288 | | | | | | | | | | | 8/13/20 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 150,380(1) | | | | | | | 898,896 | | | | |
| | Chris Chandler | | | | | | 2/21/19 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | | | Chris Chandler | | | | | | 2/20/20 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 8/15/19 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 50,300(1) | | | | | | | 509,288 | | | | | | | | | | | 8/13/20 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 150,380(1) | | | | | | | 898,896 | | | |
| | | | | | | | 11/21/19 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 500,000(2) | | | | | | | 3,901,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jeremy Goebel | | | | | | 2/20/20 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | |
| | Jeremy Goebel | | | | | | 2/21/19 | | | | | | | — | | | | | | | 800,000 | | | | | | | 1,600,000 | | | | | | | — | | | | | | | — | | | | | | | | | | | 8/13/20 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 150,380(1) | | | | | | | 898,896 | | | |
| | | | | | | | 8/15/19 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 50,300(1) | | | | | | | 509,288 | | | | ||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | 11/21/19 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 500,000(2) | | | | | | | 3,901,500 | | | |
| | | | | | Unit Awards | | | | | | | | Unit Awards | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | Name | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | | | Name | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | | ||||||||||||||||||||||||
| | Willie Chiang | | | | | | 375,521(2) | | | | | | | 6,698,617 | | | | | | | — | | | | | | | — | | | | | Willie Chiang | | | | | | 375,521(2) | | | | | | | 2,986,982 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 36,000(3) | | | | | | | 662,040 | | | | | | | — | | | | | | | — | | | | | | | | | | | 27,500(3) | | | | | | | 226,600 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 55,000(4) | | | | | | | 1,011,450 | | | | | | | — | | | | | | | — | | | | | | | | | | | 25,000(4) | | | | | | | 206,000 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 25,000(5) | | | | | | | 459,750 | | | | | | | — | | | | | | | — | | | | | | | | | | | — | | | | | | | — | | | | | | | 500,000(5) | | | | | | | 4,120,000 | | | |
| | | | | | | | — | | | | | | | — | | | | | | | 500,000(6) | | | | | | | 9,195,000 | | | | | | | | | | | 62,870(6) | | | | | | | 518,049 | | | | | | | 62,870(7) | | | | | | | 518,049 | | | |
| | | | | | | | 62,870(7) | | | | | | | 1,156,179 | | | | | | | 62,870(8) | | | | | | | 1,156,179 | | | | | | | | | | | 187,970(13) | | | | | | | 1,548,873 | | | | | | | 187,970(14) | | | | | | | 1,548,873 | | | | |
| | Harry N. Pefanis | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | Harry Pefanis | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | |
| | Al Swanson | | | | | | 46,000(4) | | | | | | | 845,940 | | | | | | | — | | | | | | | — | | | | | Al Swanson | | | | | | 23,000(3) | | | | | | | 189,520 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 15,000(5) | | | | | | | 275,850 | | | | | | | — | | | | | | | — | | | | | | | | | | | 15,000(4) | | | | | | | 123,600 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 25,150(7) | | | | | | | 462,509 | | | | | | | 25,150(8) | | | | | | | 462,509 | | | | | | | | | | | 25,150(6) | | | | | | | 207,236 | | | | | | | 25,150(7) | | | | | | | 207,236 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 75,190(13) | | | | | | | 619,566 | | | | | | | 75,190(14) | | | | | | | 619,566 | | | |
| | Richard McGee | | | | | | 440,449(10) | | | | | | | 7,586,803 | | | | | | | — | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 46,000(4) | | | | | | | 845,940 | | | | | | | — | | | | | | | — | | | | | Richard McGee | | | | | | 244,694(10) | | | | | | | 1,946,356 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 12,500(5) | | | | | | | 229,875 | | | | | | | — | | | | | | | — | | | | | | | | | | | 23,000(3) | | | | | | | 189,520 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 25,150(7) | | | | | | | 462,509 | | | | | | | 25,150(8) | | | | | | | 462,509 | | | | | | | | | | | 12,500(4) | | | | | | | 103,000 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,150(6) | | | | | | | 207,236 | | | | | | | 25,150(7) | | | | | | | 207,236 | | | |
| | Chris Chandler | | | | | | 37,500(11) | | | | | | | 689,625 | | | | | | | — | | | | | | | — | | | | | | | | | | | 75,190(13) | | | | | | | 619,566 | | | | | | | 75,190(14) | | | | | | | 619,566 | | | |
| | | | | | | | 135,000(11) | | | | | | | 2,482,650 | | | | | | | — | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 25,150(7) | | | | | | | 462,509 | | | | | | | 25,150(8) | | | | | | | 462,509 | | | | | Chris Chandler | | | | | | 37,500(9) | | | | | | | 309,000 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 375,000(9) | | | | | | | 6,896,250 | | | | | | | 125,000(9) | | | | | | | 2,298,750 | | | | | | | | | | | 90,000(9) | | | | | | | 741,600 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,150(6) | | | | | | | 207,236 | | | | | | | 25,150(7) | | | | | | | 207,236 | | | |
| | Jeremy Goebel | | | | | | 37,552(12) | | | | | | | 669,883 | | | | | | | — | | | | | | | — | | | | | | | | | | | 250,000(8) | | | | | | | 2,060,000 | | | | | | | 250,000(8) | | | | | | | 2,060,000 | | | |
| | | | | | | | 6,000(13) | | | | | | | 110,340 | | | | | | | — | | | | | | | — | | | | | | | | | | | 75,190(13) | | | | | | | 619,566 | | | | | | | 75,190(14) | | | | | | | 619,566 | | | |
| | | | | | | | 18,334(4) | | | | | | | 337,162 | | | | | | | — | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 120,000(14) | | | | | | | 2,206,800 | | | | | | | — | | | | | | | — | | | | | Jeremy Goebel | | | | | | 37,552(11) | | | | | | | 298,708 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 10,000(5) | | | | | | | 183,900 | | | | | | | — | | | | | | | — | | | | | | | | | | | 9,167(3) | | | | | | | 75,536 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 25,150(7) | | | | | | | 462,509 | | | | | | | 25,150(8) | | | | | | | 462,509 | | | | | | | | | | | 90,000(12) | | | | | | | 741,600 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 375,000(9) | | | | | | | 6,896,250 | | | | | | | 125,000(9) | | | | | | | 2,298,750 | | | | | | | | | | | 10,000(4) | | | | | | | 82,400 | | | | | | | — | | | | | | | — | | | |
| | | | | | | | 25,150(6) | | | | | | | 207,236 | | | | | | | 25,150(7) | | | | | | | 207,236 | | | | ||||||||||||||||||||||||||||||||
| | | | | | | | 250,000(8) | | | | | | | 2,060,000 | | | | | | | 250,000(8) | | | | | | | 2,060,000 | | | | ||||||||||||||||||||||||||||||||
| | | | | | | | 75,190(13) | | | | | | | 619,566 | | | | | | | 75,190(14) | | | | | | | 619,566 | | | |
| | | | | | Unit Awards | | | ||||||||||
| | Name | | | | Number of Units Acquired on Vesting (#)(1) | | | | Value Realized on Vesting ($) | | | ||||||
| | Willie Chiang | | | | | | | | | | | | |||||
| | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | |
| | Harry | | | | | | — | | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | |
| | Al Swanson | | | | | | | | | | | | |||||
| | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | |
| | Richard McGee | | | | | | | | | | | | |||||
| | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | |
| | Chris Chandler | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | |
| | Jeremy Goebel | | | | | | | | | | | | |||||
| | | ||||||||||||||||
| | | | | | | | 30,000 | | | | | | | | | |
| | | | | | By Reason of Death ($) | | | | By Reason of Disability ($) | | | | By Company without Cause ($) | | | | By Executive with Good Reason ($) | | | | In Connection with a Change In Control ($) | | | | | | | | By Reason of Death ($) | | | | By Reason of Disability ($) | | | | By Company without Cause ($) | | | | By Executive with Good Reason ($) | | | | In Connection with a Change In Control ($) | | | ||||||||||||||||||||||||||||||
| | Willie Chiang(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Willie Chiang(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Compensation | | | | | | 2,133,240(1) | | | | | | | 2,133,240(1) | | | | | | | 8,123,599(2) | | | | | | | — | | | | | | | 13,640,599(3) | | | | | Equity Compensation | | | | | | 5,588,698(1) | | | | | | | 5,588,698(1) | | | | | | | 3,940,698(2) | | | | | | | — | | | | | | | 8,686,443(3) | | | |
| | AAP Management Units | | | | | | 5,023,962(10) | | | | | | | 5,023,962(10) | | | | | | | 5,023,962(4) | | | | | | | 5,023,962(4) | | | | | | | 5,023,962(5) | | | | | AAP Management Units | | | | | | 2,240,237(10) | | | | | | | 2,240,237(10) | | | | | | | 2,240,237(4) | | | | | | | 2,240,237(4) | | | | | | | 2,240,237(5) | | | |
| | Total | | | | | | 7,157,202 | | | | | | | 7,157,202 | | | | | | | 13,147,561 | | | | | | | 5,023,962 | | | | | | | 18,664,561 | | | | | Total | | | | | | 7,828,935 | | | | | | | 7,828,935 | | | | | | | 6,180,935 | | | | | | | 2,240,237 | | | | | | | 10,926,680 | | | |
| | Harry N. Pefanis(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Harry Pefanis(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Salary and Bonus | | | | | | 3,800,000(6) | | | | | | | 3,800,000(6) | | | | | | | 3,800,000(6) | | | | | | | 3,800,000(6) | | | | | | | 5,700,000(7) | | | | | Salary and Bonus | | | | | | 3,800,000(6) | | | | | | | 3,800,000(6) | | | | | | | 3,800,000(6) | | | | | | | 3,800,000(6) | | | | | | | 5,700,000(7) | | | |
| | Health Benefits | | | | | | — | | | | | | | 64,113(8) | | | | | | | 64,113(8) | | | | | | | 64,113(8) | | | | | | | 64,113(8) | | | | | Health Benefits | | | | | | — | | | | | | | 41,224(8) | | | | | | | 41,224(8) | | | | | | | 41,224(8) | | | | | | | 41,224(8) | | | |
| | Total | | | | | | 3,800,000 | | | | | | | 3,864,113 | | | | | | | 3,864,113 | | | | | | | 3,864,113 | | | | | | | 5,764,113 | | | | | Total | | | | | | 3,800,000 | | | | | | | 3,841,224 | | | | | | | 3,841,224 | | | | | | | 3,841,224 | | | | | | | 5,741,224 | | | |
| | Al Swanson(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Al Swanson(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Compensation | | | | | | 1,121,790(1) | | | | | | | 1,121,790(1) | | | | | | | 2,046,807(2) | | | | | | | — | | | | | | | 2,046,807(3) | | | | | Equity Compensation | | | | | | 727,592(1) | | | | | | | 727,592(1) | | | | | | | 727,592(2) | | | | | | | — | | | | | | | 1,966,723(3) | | | |
| | Total | | | | | | 1,121,790 | | | | | | | 1,121,790 | | | | | | | 2,046,807 | | | | | | | — | | | | | | | 2,046,807 | | | | | Total | | | | | | 727,592 | | | | | | | 727,592 | | | | | | | 727,592 | | | | | | | — | | | | | | | 1,966,723 | | | |
| | Richard McGee(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Richard McGee(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Compensation | | | | | | 1,075,815(1) | | | | | | | 1,075,815(1) | | | | | | | 2,000,832(2) | | | | | | | — | | | | | | | 2,000,832(3) | | | | | Equity Compensation | | | | | | 706,992(1) | | | | | | | 706,992(1) | | | | | | | 706,992(2) | | | | | | | — | | | | | | | 1,946,123(3) | | | |
| | AAP Management Units | | | | | | —(11) | | | | | | | —(11) | | | | | | | 1,964,201(4) | | | | | | | 1,964,201(4) | | | | | | | 1,964,201(5) | | | | | AAP Management Units | | | | | | —(11) | | | | | | | —(11) | | | | | | | 486,589(4) | | | | | | | 486,589(4) | | | | | | | 486,589(5) | | | |
| | Total | | | | | | 1,075,815 | | | | | | | 1,075,815 | | | | | | | 3,965,033 | | | | | | | 1,964,201 | | | | | | | 3,965,033 | | | | | Total | | | | | | 706,992 | | | | | | | 706,992 | | | | | | | 1,193,581 | | | | | | | 486,589 | | | | | | | 2,432,712 | | | |
| | Chris Chandler(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chris Chandler(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Compensation | | | | | | 3,172,275(1) | | | | | | | 3,127,275(1) | | | | | | | 5,936,292(2) | | | | | | | — | | | | | | | 13,292,292(3) | | | | | Equity Compensation | | | | | | 1,465,072(1) | | | | | | | 1,465,072(1) | | | | | | | 2,289,072(2) | | | | | | | — | | | | | | | 6,824,203(3) | | | |
| | Total | | | | | | 3,172,275 | | | | | | | 3,127,275 | | | | | | | 5,936,292 | | | | | | | — | | | | | | | 13,292,292 | | | | | Total | | | | | | 1,465,072 | | | | | | | 1,465,072 | | | | | | | 2,289,072 | | | | | | | — | | | | | | | 6,824,203 | | | |
| | Jeremy Goebel(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jeremy Goebel(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Compensation | | | | | | 2,838,202(1) | | | | | | | 2,838,202(1) | | | | | | | 5,602,219(2) | | | | | | | — | | | | | | | 12,958,219(3) | | | | | Equity Compensation | | | | | | 1,314,008(1) | | | | | | | 1,314,008(1) | | | | | | | 2,138,008(2) | | | | | | | — | | | | | | | 6,673,139(3) | | | |
| | AAP Management Units | | | | | | —(11) | | | | | | | —(11) | | | | | | | 167,471(4) | | | | | | | 167,471(4) | | | | | | | 167,471(5) | | | | | AAP Management Units | | | | | | —(11) | | | | | | | —(11) | | | | | | | 74,677(4) | | | | | | | 74,677(4) | | | | | | | 74,677(5) | | | |
| | Total | | | | | | 2,838,202 | | | | | | | 2,838,202 | | | | | | | 5,769,690 | | | | | | | 167,471 | | | | | | | 13,125,690 | | | | | Total | | | | | | 1,314,008 | | | | | | | 1,314,008 | | | | | | | 2,212,685 | | | | | | | 74,677 | | | | | | | 6,747,816 | | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Greg Armstrong(2) | | | | | 250,000 | | | | | | — | | | | | | 17,760 | | | | | | 267,760 | | |
Victor Burk | | | | | 90,000 | | | | | | 114,318 | | | | | | — | | | | | | 204,318 | | |
Oscar K. Brown(3) | | | | | 56,250 | | | | | | — | | | | | | — | | | | | | 56,250 | | |
Everardo Goyanes | | | | | 105,000 | | | | | | 114,318 | | | | | | — | | | | | | 219,318 | | |
Gary R. Petersen | | | | | 75,000 | | | | | | 114,318 | | | | | | — | | | | | | 189,318 | | |
Alexandra Pruner | | | | | 90,000 | | | | | | 114,318 | | | | | | — | | | | | | 204,318 | | |
John T. Raymond | | | | | 75,000 | | | | | | 91,323 | | | | | | — | | | | | | 166,323 | | |
Bobby S. Shackouls | | | | | 85,000 | | | | | | 114,318 | | | | | | — | | | | | | 199,318 | | |
Robert V. Sinnott | | | | | 85,000 | | | | | | 91,323 | | | | | | — | | | | | | 176,323 | | |
J. Taft Symonds | | | | | 90,000 | | | | | | 114,318 | | | | | | — | | | | | | 204,318 | | |
Christopher M. Temple | | | | | 75,000 | | | | | | 114,318 | | | | | | — | | | | | | 189,318 | | |
| | Name | | | | Fees Earned or Paid in Cash ($) | | | | Stock Awards ($)(1) | | | | All Other Compensation ($) | | | | Total ($) | | | ||||||||||||
| | Greg L. Armstrong(2) | | | | | | 250,000 | | | | | | | — | | | | | | | 15,960 | | | | | | | 265,960 | | | |
| | Victor Burk | | | | | | 105,000 | | | | | | | 124,766 | | | | | | | — | | | | | | | 229,766 | | | |
| | Everardo Goyanes(3) | | | | | | 45,000 | | | | | | | — | | | | | | | — | | | | | | | 45,000 | | | |
| | Kevin S. McCarthy(3) | | | | | | 18,750 | | | | | | | 79,453 | | | | | | | — | | | | | | | 98,203 | | | |
| | Gary R. Petersen | | | | | | 75,000 | | | | | | | 124,766 | | | | | | | — | | | | | | | 199,766 | | | |
| | Alexandra D. Pruner | | | | | | 90,000 | | | | | | | 124,766 | | | | | | | — | | | | | | | 214,766 | | | |
| | John T. Raymond | | | | | | 81,126 | | | | | | | 124,766 | | | | | | | — | | | | | | | 205,892 | | | |
| | Bobby S. Shackouls | | | | | | 120,000 | | | | | | | 124,766 | | | | | | | — | | | | | | | 244,766 | | | |
| | Robert V. Sinnott(3) | | | | | | 61,250 | | | | | | | — | | | | | | | — | | | | | | | 61,250 | | | |
| | J. Taft Symonds(3) | | | | | | 45,000 | | | | | | | — | | | | | | | — | | | | | | | 45,000 | | | |
| | Christopher M. Temple | | | | | | 75,000 | | | | | | | 124,766 | | | | | | | — | | | | | | | 199,766 | | | |
| | Lawrence M. Ziemba | | | | | | 82,748 | | | | | | | 578,358 | | | | | | | — | | | | | | | 661,106 | | | |
| | | | | | Number of LTIP Awards Held as of December 31, 2020 | | | ||||||||||||||||||
| | Director Name: | | | | PAA Phantom Units | | | | Vesting Date | | | | PAGP Phantom Class A Shares | | | | Vesting Date | | | ||||||
| | Burk | | | | | | 5,000 | | | | | Aug 2021 | | | | | | 4,879 | | | | | Aug 2022 | | |
| | | | | | | | | | | | | | | | | | | 5,220 | | | | | Aug 2023 | | |
| | | | | | | | | | | | | | | | | | | 15,290 | | | | | Aug 2024 | | |
| | Total | | | | | | 5,000 | | | | | | | | | | | 25,389 | | | | | | | |
| | McCarthy | | | | | | — | | | | | | | | | | | 10,622 | | | | | Aug 2024 | | |
| | Total | | | | | | — | | | | | | | | | | | 10,622 | | | | | | | |
| | Petersen | | | | | | 3,750 | | | | | Aug 2021 | | | | | | 4,879 | | | | | Aug 2022 | | |
| | | | | | | | | | | | | | | | | | | 5,220 | | | | | Aug 2023 | | |
| | | | | | | | | | | | | | | | | | | 15,290 | | | | | Aug 2024 | | |
| | Total | | | | | | 3,750 | | | | | | | | | | | 25,389 | | | | | | | |
| | Pruner | | | | | | — | | | | | | | | | | | 5,816 | | | | | Aug 2021 | | |
| | | | | | | | | | | | | | | | | | | 5,816 | | | | | Aug 2022 | | |
| | | | | | | | | | | | | | | | | | | 5,220 | | | | | Aug 2023 | | |
| | | | | | | | | | | | | | | | | | | 15,290 | | | | | Aug 2024 | | |
| | Total | | | | | | — | | | | | | | | | | | 32,142 | | | | | | | |
| | | | | | Number of LTIP Awards Held as of December 31, 2020 | | | ||||||||||||||||||
| | Director Name: | | | | PAA Phantom Units | | | | Vesting Date | | | | PAGP Phantom Class A Shares | | | | Vesting Date | | | ||||||
| | Raymond | | | | | | — | | | | | | | | | | | 2,500 | | | | | Aug 2021 | | |
| | | | | | | | | | | | | | | | | | | 3,903 | | | | | Aug 2022 | | |
| | | | | | | | | | | | | | | | | | | 4,170 | | | | | Aug 2023 | | |
| | | | | | | | | | | | | | | | | | | 15,290 | | | | | Aug 2024 | | |
| | Total | | | | | | — | | | | | | | | | | | 25,863 | | | | | | | |
| | Shackouls | | | | | | 3,750 | | | | | Aug 2021 | | | | | | 4,879 | | | | | Aug 2022 | | |
| | | | | | | | | | | | | | | | | | | 5,220 | | | | | Aug 2023 | | |
| | | | | | | | | | | | | | | | | | | 15,290 | | | | | Aug 2024 | | |
| | Total | | | | | | 3,750 | | | | | | | | | | | 25,389 | | | | | | | |
| | Temple | | | | | | — | | | | | | | | | | | 3,750 | | | | | Aug 2021 | | |
| | | | | | | | | | | | | | | | | | | 4,879 | | | | | Aug 2022 | | |
| | | | | | | | | | | | | | | | | | | 5,220 | | | | | Aug 2023 | | |
| | | | | | | | | | | | | | | | | | | 15,290 | | | | | Aug 2024 | | |
| | Total | | | | | | — | | | | | | | | | | | 29,139 | | | | | | | |
| | Ziemba | | | | | | — | | | | | | | | | | | 6,480 | | | | | Aug 2021 | | |
| | | | | | | | | | | | | | | | | | | 6,480 | | | | | Aug 2022 | | |
| | | | | | | | | | | | | | | | | | | 6,480 | | | | | Aug 2023 | | |
| | | | | | | | | | | | | | | | | | | 15,290 | | | | | Aug 2024 | | |
| | Total | | | | | | — | | | | | | | | | | | 34,730 | | | | | | | |
Name of Beneficial Owner and Address (in the case of Owners of more than 5%) | | | Class A Shares Beneficially Owned(1) | | | Percentage of Class A Shares Beneficially Owned | | | Class B Shares Beneficially Owned(1)(2) | | | Percentage of Class B Shares Beneficially Owned(2) | | | Class C Shares Beneficially Owned(3) | | | Percentage of Class C Shares Beneficially Owned | | | Percentage of Class A, B and C Shares Combined | | |||||||||||||||||||||
Tortoise Capital Advisors, L.L.C.(4) 5100 W 115th Place Leawood, KS 66211 | | | | | 12,708,176 | | | | | | 6.9% | | | | | | — | | | | | | — | | | | | | 38,736,270 | | | | | | 7.0% | | | | | | 6.4% | | |
Chickasaw Capital Management, LLC(5) 6075 Poplar Avenue, Suite 720 Memphis, TN 38119 | | | | | 9,966,216 | | | | | | 5.4% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.2% | | |
Kayne Anderson Capital Advisors, L.P./Richard A. Kayne(6) 1800 Avenue of the Stars, 3rd Floor Los Angeles, CA 90067 | | | | | 5,856,050 | | | | | | 3.2% | | | | | | — | | | | | | — | | | | | | 19,926,558 | | | | | | 3.6% | | | | | | 3.2% | | |
EMG Investment, LLC 2229 San Felipe, Suite 1300 Houston, TX 77019 | | | | | — | | | | | | — | | | | | | 6,220,955 | | | | | | 9.7% | | | | | | — | | | | | | — | | | | | | * | | |
KAFU Holdings (QP), L.P. et al 1800 Avenue of the Stars, 3rd Floor Los Angeles, CA 90067 | | | | | — | | | | | | — | | | | | | 18,338,133 | | | | | | 28.5% | | | | | | — | | | | | | — | | | | | | 2.3% | | |
Plains All American Pipeline, L.P. 333 Clay Street, Suite 1600 Houston, TX 77002 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 550,707,207 | | | | | | 100% | | | | | | 69.0% | | |
Willie Chiang | | | | | 241,704 | | | | | | * | | | | | | 353,489(7) | | | | | | * | | | | | | 223,302 | | | | | | * | | | | | | * | | |
Harry N. Pefanis | | | | | 233,653 | | | | | | * | | | | | | 3,768,988 | | | | | | 5.9% | | | | | | 650,194 | | | | | | * | | | | | | * | | |
Al Swanson | | | | | 1,351,839 | | | | | | * | | | | | | — | | | | | | — | | | | | | 234,357 | | | | | | * | | | | | | * | | |
Richard McGee | | | | | 2,500 | | | | | | * | | | | | | 429,346(8) | | | | | | * | | | | | | 240,473 | | | | | | * | | | | | | * | | |
Chris Chandler | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,340 | | | | | | * | | | | | | * | | |
Jeremy Goebel | | | | | 1,314 | | | | | | * | | | | | | 35,350(9) | | | | | | * | | | | | | 108,051 | | | | | | * | | | | | | * | | |
Greg L. Armstrong | | | | | 1,865,812 | | | | | | 1.0% | | | | | | 4,492,268 | | | | | | 7.0% | | | | | | 1,508,418 | | | | | | * | | | | | | * | | |
Victor Burk | | | | | 10,138(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 27,043 | | | | | | * | | | | | | * | | |
Everardo Goyanes | | | | | 57,305(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 88,400 | | | | | | * | | | | | | * | | |
Gary R. Petersen | | | | | 3,755(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 25,417,820 | | | | | | 4.6% | | | | | | 3.2% | | |
Alexandra Pruner | | | | | 3,936(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
John T. Raymond | | | | | 248,031(10) | | | | | | * | | | | | | 17,679,691(11) | | | | | | 27.5% | | | | | | 21,975,875 | | | | | | 4.0% | | | | | | 5.0% | | |
Bobby S. Shackouls | | | | | 9,012(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 27,533 | | | | | | * | | | | | | * | | |
Robert V. Sinnott | | | | | 1,423,008(10) | | | | | | * | | | | | | 16,026,307(12) | | | | | | 24.9% | | | | | | 389,391 | | | | | | * | | | | | | 2.2% | | |
J. Taft Symonds | | | | | 9,256(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 119,050 | | | | | | * | | | | | | * | | |
Christopher M. Temple | | | | | 11,250(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 31,250 | | | | | | * | | | | | | * | | |
Lawrence M. Ziemba | | | | | 10,000(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 2,346 | | | | | | * | | | | | | * | | |
All directors and executive officers as a group (18 persons) | | | | | 5,482,513(10)(14) | | | | | | 3.0% | | | | | | 42,931,843(13)(14) | | | | | | 66.8% | | | | | | 51,121,232 | | | | | | 9.3% | | | | | | 12.5% | | |
| Name of Beneficial Owner and Address (in the case of Owners of more than 5%) | | | Class A Shares Beneficially Owned(1) | | | Percentage of Class A Shares Beneficially Owned | | | Class B Shares Beneficially Owned(1)(2) | | | Percentage of Class B Shares Beneficially Owned(2) | | | Class C Shares Beneficially Owned(3) | | | Percentage of Class C Shares Beneficially Owned | | | Percentage of Class A, B and C Shares Combined | | |||||||||||||||||||||
| Massachusetts Financial Services Company(4) | | | | | 16,228,837 | | | | | | 8.4% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2.0% | | |
| 111 Huntington Avenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Boston, MA 02199 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tortoise Capital Advisors, L.L.C.(5) | | | | | 13,973,270 | | | | | | 7.2% | | | | | | — | | | | | | — | | | | | | 28,898,675 | | | | | | 5.3% | | | | | | 5.4% | | |
| 5100 W 115th Place | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Leawood, KS 66211 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Chickasaw Capital Management, LLC(6) | | | | | 10,327,410 | | | | | | 5.3% | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.3% | | |
| 6075 Poplar Avenue, Suite 720 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Memphis, TN 38119 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kayne Anderson Capital Advisors, L.P./ Richard A. Kayne(7) | | | | | 4,253,858 | | | | | | 2.2% | | | | | | — | | | | | | — | | | | | | 13,465,642 | | | | | | 2.5% | | | | | | 2.2% | | |
| 1800 Avenue of the Stars, 3rd Floor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Los Angeles, CA 90067 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| KAFU Holdings (QP), L.P. et al | | | | | — | | | | | | — | | | | | | 18,151,552 | | | | | | 35.7% | | | | | | — | | | | | | — | | | | | | 2.3% | | |
| 1800 Avenue of the Stars, 3rd Floor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Los Angeles, CA 90067 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Plains All American Pipeline, L.P.(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 547,590,593 | | | | | | 100% | | | | | | 69.1% | | |
| 333 Clay Street, Suite 1600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Houston, TX 77002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Willie Chiang | | | | | 241,704 | | | | | | * | | | | | | — (8) | | | | | | — | | | | | | 261,814 | | | | | | * | | | | | | * | | |
| Harry N. Pefanis | | | | | 1,108,653 | | | | | | * | | | | | | 2,268,988 | | | | | | 4.5% | | | | | | 460,194 | | | | | | * | | | | | | * | | |
| Al Swanson | | | | | 1,351,839 | | | | | | * | | | | | | — | | | | | | — | | | | | | 248,306 | | | | | | * | | | | | | * | | |
| Richard McGee | | | | | 2,500 | | | | | | * | | | | | | 429,346 | | | | | | * | | | | | | 254,422 | | | | | | * | | | | | | * | | |
| Chris Chandler | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 55,632 | | | | | | * | | | | | | * | | |
| Jeremy Goebel | | | | | 1,314 | | | | | | * | | | | | | —(9) | | | | | | — | | | | | | 139,087 | | | | | | * | | | | | | * | | |
| Greg L. Armstrong | | | | | 1,865,812 | | | | | | * | | | | | | 4,492,268 | | | | | | 8.8% | | | | | | 1,508,418 | | | | | | * | | | | | | * | | |
| Victor Burk | | | | | 7,134(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 32,043 | | | | | | * | | | | | | * | | |
| Kevin S. McCarthy | | | | | 99,069(10) | | | | | | * | | | | | | 15,839,726(11) | | | | | | 31.2% | | | | | | — | | | | | | — | | | | | | 2.0% | | |
| Gary R. Petersen | | | | | 3,755(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 25,421,570 | | | | | | 4.6% | | | | | | 3.2% | | |
| Alexandra D. Pruner | | | | | 9,752(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| John T. Raymond | | | | | 250,531(10) | | | | | | * | | | | | | 11,458,736(12) | | | | | | 22.5% | | | | | | 21,975,875 | | | | | | 4.0% | | | | | | 4.3% | | |
| Bobby S. Shackouls | | | | | 9,012(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 31,283 | | | | | | * | | | | | | * | | |
| Christopher M. Temple | | | | | 15,000(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| Lawrence M. Ziemba | | | | | 14,050(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | 2,346 | | | | | | * | | | | | | * | | |
| All directors and executive officers as a group (16 persons) | | | | | 4,980,125(10)(13) | | | | | | 2.6% | | | | | | 34,635,468(13) | | | | | | 68.2% | | | | | | 50,449,834 | | | | | | 9.2% | | | | | | 11.4% | | |
Name of Owner and Address (in the case of Owners of more than 5%) | | | Percentage Ownership of Plains AAP, L.P. Class A LP Interest | | | Economic Interest in Plains AAP, L.P.(1) | | ||||||
Plains GP Holdings, L.P. and Plains All American GP LLC 333 Clay Street, Suite 1600 Houston, TX 77002 | | | | | 74.5% | | | | | | 74.1% | | |
KAFU Holdings (QP), L.P. and Affiliates 1800 Avenue of the Stars, 3rd Floor Los Angeles, CA 90067 | | | | | 7.4% | | | | | | 7.4% | | |
EMG Investment, LLC | | | | | 2.5% | | | | | | 2.5% | | |
John T. Raymond and Affiliate | | | | | 4.6% | | | | | | 4.6% | | |
Windy, L.L.C. | | | | | 1.8% | | | | | | 1.8% | | |
Greg L. Armstrong | | | | | 1.8% | | | | | | 1.8% | | |
Harry N. Pefanis | | | | | 1.5% | | | | | | 1.5% | | |
Richard McGee | | | | | * | | | | | | * | | |
Various Individual Investors | | | | | 5.9% | | | | | | 5.9% | | |
AAP Management Unitholders(2) | | | | | — | | | | | | 0.4% | | |
| | Name of Owner and Address (in the case of Owners of more than 5%) | | | | Percentage Ownership of Plains AAP, L.P. Class A LP Interest | | | | Economic Interest in Plains AAP, L.P.(1) | | | ||||||
| | Plains GP Holdings, L.P. and Plains All American GP LLC | | | | | | 79.3% | | | | | | | 79.0% | | | |
| | 333 Clay Street, Suite 1600 | | | | | | | | | | | | | | | | |
| | Houston, TX 77002 | | | | | | | | | | | | | | | | |
| | KAFU Holdings (QP), L.P. and Affiliates | | | | | | 7.4% | | | | | | | 7.4% | | | |
| | 1800 Avenue of the Stars, 3rd Floor | | | | | | | | | | | | | | | | |
| | Los Angeles, CA 90067 | | | | | | | | | | | | | | | | |
| | Lynx Holdings I, LLC | | | | | | 1.3% | | | | | | | 1.3% | | | |
| | John T. Raymond | | | | | | 3.4% | | | | | | | 3.4% | | | |
| | Greg L. Armstrong | | | | | | 1.8% | | | | | | | 1.8% | | | |
| | Harry N. Pefanis | | | | | | 0.9% | | | | | | | 0.9% | | | |
| | Richard McGee | | | | | | 0.2% | | | | | | | 0.2% | | | |
| | Various Individual Investors | | | | | | 5.7% | | | | | | | 5.7% | | | |
| | AAP Management Unitholders(2) | | | | | | — | | | | | | | 0.3% | | | |
| | Plan Category | | | | Number of to be Issued upon Exercise/Vesting of Outstanding (a) | | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | | Number of Remaining Available for under Equity Compensation Plans (c) | | | ||||||||||||||
| | Equity compensation plans approved by | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Long Term Incentive Plan | | | | | 208,663(1) | | | | | | | N/A | | | | | | 3,431,041(1) | | | | |||||||
| | Equity compensation plans not approved by | | | | | | N/A | | | | | | | N/A | | | | | | | N/A | | | |
| | | Year Ended December 31, | | | | | |||||||||
| | | 2019 | | | 2018 | | | ||||||||
Audit fees(1) | | | | $ | 5.4 | | | | | $ | 5.3 | | | | ||
Audit-related fees | | | | | — | | | | | | 0.1 | | | | ||
Tax fees(2) | | | | | 1.7 | | | | | | 1.9 | | | | ||
Total | | | | $ | 7.1 | | | | | $ | 7.3 | | | |
| | | | Year Ended December 31, | | |||||||||
| | | | 2020 | | | 2019 | | ||||||
| Audit fees(1) | | | | $ | 4.9 | | | | | $ | 5.4 | | |
| Audit-related fees | | | | | — | | | | | | — | | |
| Tax fees(2) | | | | | 1.8 | | | | | | 1.7 | | |
| Total | | | | $ | 6.7 | | | | | $ | 7.1 | | |
| | PAA Plan | | | | Common Units Authorized for Issuance | | | | Common Units Previously Delivered Upon Vesting of Awards (1998 – March 2021) | | | | Awards Outstanding | | | | Common Units Available for Future Grants | | | ||||||||||||
| | 2013 Plan | | | | | | 17,849,618 | | | | | | | 8,892,795 | | | | | | | 7,165,427 | | | | | | | 1,791,396 | | | |
| | PNG Successor Plan | | | | | | 1,335,000 | | | | | | | 632,502 | | | | | | | 693,530 | | | | | | | 8,968 | | | |
| | TOTAL | | | | | | 19,184,618 | | | | | | | 9,525,297 | | | | | | | 7,858,957 | | | | | | | 1,800,364 | | | |
| | | | | | Number of Common Units Subject to Awards Granted During Year | | | | Weighted Average Common Units Outstanding at Year End | | | | PAA Burn Rate | | | |||||||||
| | 2018 | | | | | | 1,331,200 | | | | | | | 725,685,179 | | | | | | | 0.18 | | | |
| | 2019 | | | | | | 3,209,940 | | | | | | | 727,380,058 | | | | | | | 0.44 | | | |
| | 2020 | | | | | | 3,454,860 | | | | | | | 727,700,939 | | | | | | | 0.47 | | | |
| | Three-Year Average | | | | | | | | | | | | | | | | | | | | 0.36 | | | |
| | Eligible Participants | | | | Employees, Officers and Directors of PAA’s General Partner and its affiliates | | |
| | Incremental Additional Units Authorized | | | | 20,000,000 | | |
| | Total Units Available for Future Issuance | | | | 21,791,396(1) | | |
| | Potential Overhang | | | | 4.1%(2) | | |
| | Award Types | | | | Options, Unit Appreciation Rights, Restricted Units, Phantom Units, Cash Awards | | |
| | Prohibited | | | | Repricing of Options or Unit Appreciation Rights or material amendments (for example, an amendment that increases the number of common units authorized for issuance under the PAA 2021 Plan) without Unitholder approval | | |
| | | | | | Number of Common Units(1) | | | |||
| | Units Available for Grant Under the 2013 Plan | | | | | | 1,791,396 | | | |
| | Incremental Units Requested Under This Proposal | | | | | | 20,000,000 | | | |
| | Total | | | | | | 21,791,396 | | | |
| | | Page | | |||
| | | | | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-3 | | | |
| | | | A-4 | | | |
| | | | A-5 | | | |
| | | | A-6 | | | |
| | | | A-9 | | | |
| | | | A-10 | | | |
| | | | A-12 | | |