Alexandra Pruner
About Alexandra D. Pruner
Alexandra D. Pruner (age 63) is an independent director of PAA’s general partner (PAGP GP) since December 2018. She serves on the Audit and Governance Committees and is designated an Audit Committee Financial Expert. Background: former Partner/CFO at Perella Weinberg Partners and CFO/Management Committee member at Tudor, Pickering, Holt & Co.; BA in Economics from Brown University. Attendance was 100% in 2024 across Board and applicable committees; independence affirmed under Nasdaq/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners | Partner & CFO | Dec 2016–Nov 2018 | Senior finance leadership at global advisory firm. |
| Tudor, Pickering, Holt & Co. (energy division of PWP) | CFO; Management Committee | 2007–2016 | Built finance function at leading energy advisory platform. |
| Anadarko Petroleum Corporation | Director; Audit Committee member | Dec 2018–Aug 2019 (until sale) | Audit oversight at large E&P company pre-acquisition. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NRG Energy, Inc. | Director; Audit Committee Chair | Director since Oct 2019; Audit Chair since Aug 2024 | Public company board leadership in power/retail energy. |
| Malta Inc. | Board Chair | Since Apr 2022 | Long-duration energy storage (private). |
| Encino Acquisition Partners, LLC | Director; Board Chair | Director since Nov 2019; Chair since Dec 2021 | Upstream JV governance. |
| Brown University | Chair, President’s Advisory Council (Economics) | Ongoing | Academic governance role. |
| Houston Zoo; Texas Medical Center | Board member; Vice Chair | Ongoing | Community/institutional leadership. |
Board Governance
- Committees: Audit (member; Audit Committee Financial Expert), Governance (member).
- Committee leadership rotations: Governance Committee to be chaired by John Raymond effective Jun 1, 2025; Pruner remains a member.
- Independence: Board assessed Pruner as independent under Nasdaq/SEC rules.
- Attendance: Board met 5x in 2024; Audit 8x; Governance 1x; all directors, including Pruner, attended all meetings of the Board and applicable committees.
- Executive sessions: Non-management directors meet in executive session each regular meeting; presided by Lead Director.
Fixed Compensation
| Component (Non-Employee Director) | Amount (USD) | Basis |
|---|---|---|
| Annual cash retainer | $115,000 | Standard retainer in 2024. |
| Audit Committee member fee | $15,000 | Additional retainer for Audit Committee membership. |
| Total cash fees (reported) | $130,000 | Matches Pruner’s 2024 “Fees Earned” line. |
Notes:
- Committee chair fees: $20,000 for non-Audit chairs; $30,000 for Audit chair (Pruner is not chair).
- No meeting fees; reasonable expenses reimbursed.
Performance Compensation
| Equity Award (Director LTIP – PAGP Phantom Class A Shares) | Grant Value (USD) | Shares (#) | Vest Date | DERs | Notes |
|---|---|---|---|---|---|
| Annual grant (Aug 2024) | $142,749 | 7,650 | Aug 2025 | Yes | Director equity awards valued ~$145,000; report shows $142,749 for Pruner. |
| Outstanding phantom shares (as of Dec 31, 2024) | — | 19,550 | Aug 2025 | Yes | Aggregate outstanding: 7,650 + 11,900. |
Key terms:
- Director LTIP awards in 2024 vest on Aug 2025 distribution date; include Distribution Equivalent Rights (DERs).
- Full vesting upon death/disability, retirement from all public roles, or removal/not re-elected (unless for “Cause”).
Other Directorships & Interlocks
| Entity | Relationship to PAA | Interlock/Transaction Disclosure |
|---|---|---|
| NRG Energy; Malta; Encino | Independent external boards | No PAA-related party transactions disclosed tied to Pruner’s roles. |
| Perella Weinberg Partners / TPH | Senior Advisor since Dec 2018 | No disclosed engagements between PAA and PWP/TPH in 2024–2025 proxy. |
Expertise & Qualifications
- Skills: Finance/Accounting; Public company experience; Strategy/Commercial; Governance/Legal; Industry experience; International; Cybersecurity/IT; Energy Transition.
- Audit Committee Financial Expert designation confirms depth in financial reporting oversight.
Equity Ownership
| Security | Quantity | Ownership Notes |
|---|---|---|
| PAA Common Units | — | No common units listed under Pruner in PAA ownership table. |
| PAA Series A Preferred Units | — | None. |
| PAGP Class A Shares | 61,344 | Direct voting at PAGP Annual Meeting. |
| Phantom Class A Shares (PAGP) | 19,550 | Outstanding director LTIPs as of Dec 31, 2024; vest Aug 2025. |
Alignment policies:
- Ownership guidelines: Directors must hold securities equal to 5x annual cash retainer; compliance date Nov 2025; all current directors either on track or have met guidelines. “Hold-until-met” requirement applies to units acquired via vesting.
- Anti-hedging/pledging: Prohibited for directors; no units pledged by directors as of Mar 24, 2025.
Company Performance Metrics (for pay-for-performance context)
| Metric | 2024 Target | 2024 Result | Payout % | Weight | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA attributable to PAA ($mm) | 2,675 | 2,779 | 152% | 40% | Exceeded by ~4%. |
| Implied DCF per CUE ($/unit) | 2.44 | 2.49 | 127% | 40% | Exceeded target. |
| Safety – TRIR | 0.25 | 0.25 | 75% | 10% | 25 bp discretionary reduction due to motor vehicle fatalities. |
| Environmental – FRR | 15 | 19 | 89% | 10% | 25 bp discretionary increase due to lower released volumes vs 5-year avg. |
Say-on-Pay signal:
- 2024 Say-on-Pay approval ~98% (four-year average ~98%); strong investor support.
Governance Assessment
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Strengths: Independent director with audit chair experience at a Fortune 500 (NRG); Audit Committee Financial Expert; 100% attendance; strong governance rigor (executive sessions; clawback policy; ownership/anti-hedging).
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Compensation alignment: Director pay balanced—cash retainer plus equity LTIP (time-based phantom shares with DERs); no options; no meeting fees; vesting/acceleration terms are standard and shareholder-friendly (double trigger not required for directors but death/disability/retirement protections disclosed).
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Conflicts: No related-party transactions disclosed involving Pruner or her advisory affiliations (PWP/TPH). Board-level processes to identify/resolve conflicts and use of conflicts committee when warranted.
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RED FLAGS: None disclosed specific to Pruner; note she holds PAGP Class A shares and phantom shares, with PAA unit ownership not shown—ownership guidelines mitigate alignment concerns given required 5x retainer and hold-until-met.
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Structural context: As a limited partnership, PAA reimburses its general partner for director compensation; Board requires majority independence despite LP exemptions; non-management directors meet regularly in executive session.
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Risk oversight: Audit Committee oversees financial reporting and auditor independence; HSES Committee oversees safety/environment matters (Pruner not on HSES).
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Investor confidence signals: Strong 2024 operational performance above guidance; leverage at ~3.0x; Moody’s upgrade to Baa2; enhanced distributions; robust unitholder returns.
Related Party Transactions (context)
- January 2025 deals with EMG- and EnCap-affiliated entities were reviewed; Board determined these did not impact independence of directors associated with those firms (not Pruner).
- Governance policy requires disclosure and disinterested director approval processes for conflicts.
Director Compensation Summary (Pruner – 2024)
| Item | Amount (USD) |
|---|---|
| Fees Earned (Cash) | $130,000 |
| Stock Awards (Grant Date Fair Value) | $142,749 |
| All Other Compensation | — |
| Total | $272,749 |
Equity grant: 7,650 PAGP phantom Class A shares (Aug 2024), vest Aug 2025 with DERs; total outstanding phantom shares as of year-end: 19,550 (7,650 + 11,900).
Equity Ownership & Policy Compliance
- PAGP Class A shares: 61,344; PAA units: none listed; phantom shares outstanding: 19,550.
- Ownership guidelines: 5x retainer; “on track or met” by current directors; hold-until-met.
- No pledging; hedging prohibited.
Conclusion
Pruner brings deep finance and energy advisory expertise, robust audit oversight capability, and consistent engagement. Compensation structure and ownership policies support alignment; absence of disclosed related-party transactions tied to her roles reduces conflict risk. Overall, governance signals (attendance, independence, financial expertise, strong say-on-pay support) are positive for investor confidence.