Chris Chandler
About Chris Chandler
Chris R. Chandler is Executive Vice President and Chief Operating Officer of GP LLC (general partner of PAA and PAGP) since March 2019, after joining Plains in May 2018 as SVP — Strategic Planning & Acquisitions; he has 30+ years of energy industry experience, including leadership roles at Phillips 66 (Corporate Strategy; Midstream Commercial/Business Development; refining) . Age 53 as of March 24, 2025 . Performance context: Plains’ 2024 Adjusted EBITDA attributable to PAA was $2.779 billion vs $2.675 billion goal and implied DCF/CUE was $2.49 vs $2.44 target ; 2024 total unitholder/shareholder returns were 21% (PAA) and 24% (PAGP) . His 2021 PSU grant paid out at 139% of target based on TSR rank (4/15 → 157% payout) and cumulative DCF/CUE ($6.93 vs $6.00 → 200% payout) alongside time-based vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GP LLC (Plains All American/PAGP) | EVP & COO | Mar 2019–present | Leads operations; safety excellence; measurement/automation; optimization; PFS Phase 1 debottlenecking for completion in 2Q25; wax crude strategy; cost optimization; NGL market capture; oversight of Government Affairs/Community Relations . |
| Plains (PAA/PAGP) | SVP — Strategic Planning & Acquisitions | May 2018–Mar 2019 | Corporate strategy and M&A planning . |
| Phillips 66 | General Manager — Corporate Strategy; General Manager — Midstream Commercial & Business Development; various refining leadership roles | Not disclosed | Strategy, midstream commercial development, refining leadership experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric (2024) | Value | Notes |
|---|---|---|
| Annual Base Salary | $600,000 | No 2024 adjustment for NEOs other than CEO raise . |
| Target Bonus (% of Salary) | 150% | Fixed targets unchanged in 2024 . |
| Company Score Weight | 60% | Adjusted EBITDA (40%), DCF/CUE (40%), Safety/Environmental (20%) . |
| Individual Score Weight | 40% | Committee-assessed . |
| Actual Bonus Paid (2024) | $1,325,000 | Formulaic payout 147% of target (Company 128% x 60% + Individual 175% x 40%) . |
Performance Compensation
Annual Cash Incentive — Company Metrics (2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout % | Weighted % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA attributable to PAA ($mm) | 40% | 2,475 | 2,675 | 2,875 | 2,779 | 152% | 61% |
| Implied DCF/CUE ($/unit) | 40% | 2.26 | 2.44 | 2.62 | 2.49 | 127% | 51% |
| Safety (TRIR) | 10% | 0.36 | 0.25 | 0.14 | 0.25 | 75% (25 bps discretionary reduction) | 7.5% |
| Environmental (FRR) | 10% | 26 | 15 | 4 | 19 | 89% (25 bps discretionary increase) | 8.9% |
| Company Performance Subtotal | — | — | — | — | — | 128% | — |
Annual Cash Incentive — Individual Metrics (2024)
| Executive | Highlights | Individual Payout Score |
|---|---|---|
| Chris Chandler | No Tier 1/Tier 2 process safety events; 3rd consecutive year of record safety; progress on measurement/automation/optimization; PFS Phase 1 Debottleneck for 2Q25; leadership on wax crude projects; organizational efficiency and cost optimization; optimized idle assets for NGL opportunities; permitting/community engagement for 2024 NPC study; oversight of Government Affairs and Community/Stakeholder Relations | 175% |
Long-Term Incentives (Phantom Units; RSUs/PSUs)
| Grant | Type | Target Units | Key Metrics/Terms | Vesting Outcome/Status |
|---|---|---|---|---|
| November 2019 Special Retention (amended Feb 2022) | Phantom units (time + performance; DCF/CUE metric replaced with relative TSR in 2022) | 250,000 time-based + 250,000 performance-based (500,000 total) | Amendment caused 100% deemed probable of vesting on amendment date; original probability-based grant date FV $3,901,500; maximum FV $6,865,000; incremental FV recognized in 2022: $2,486,671 | Outstanding at 12/31/24: 250,000 unvested time-based ($4.27m market value); 250,000 unearned performance ($4.27m market/payout value) at $17.08/unit . |
| August 2021 PSU/RSU mix | 50% time-based; 50% performance-based (TSR vs peer group; cumulative adjusted DCF/CUE target $6.00 over 3 years) | Not disclosed (Chandler’s vested count below) | TSR final payout 157% (rank 4/15); DCF/CUE payout 200% (achieved $6.93); all criteria → 139% overall payout | Vested Aug 2024: 167,378 units; value realized $2,853,795 at $17.05/unit . |
| August 2022 Annual LTIP | Phantom units (time + performance) | 89,350 time-based + 89,350 performance-based | 75% deemed probable of vesting on grant date; max FV at highest performance $3,189,795 for Chandler | Outstanding at 12/31/24: 89,350 unvested ($1,526,098 market value); 89,350 unearned ($1,526,098 market/payout value) . |
| August 2023 Annual LTIP | Phantom units (time + performance) | 65,825 time-based + 65,825 performance-based | 75% deemed probable; max FV $1,981,333 for Chandler | Outstanding at 12/31/24: 65,825 unvested ($1,124,291); 65,825 unearned ($1,124,291) . |
| August 2024 Annual LTIP | Phantom units (time + performance) | 71,550 time-based + 71,550 performance-based | 75% deemed probable; max FV $2,484,216 for Chandler | Outstanding at 12/31/24: 71,550 unvested ($1,222,074); 71,550 unearned ($1,222,074) . |
| August 2025 Special Retention Grant | Phantom units | 327,350 | Service-based vesting; DERs with staged vesting; accelerates on certain terminations (death, disability, termination without cause, change of control, approved retirement) | Vests on August 2028 distribution date if continued service; DERs: 1/3 accrues year 1 paid Aug 2026, then quarterly; additional 1/3 each Aug 2026–2027 with quarterly payments; 100% DERs vested by Aug 2027 . |
Notes: The company does not grant stock options; all long-term awards are phantom units under the LTIP .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (PAA common + Series A preferred units) | 355,705 units; less than 1% of voting interests . |
| PAGP Equity | No PAGP Class A or Class B shares disclosed for Chandler . |
| Vested vs Unvested (2024 activity) | 167,378 phantom units vested in Aug 2024; value realized $2,853,795 at $17.05/unit . |
| Outstanding Unvested/Unearned Phantom Units at 12/31/24 | 250,000 time + 250,000 performance (Nov 2019 retention); 89,350 time + 89,350 performance (Aug 2022); 65,825 time + 65,825 performance (Aug 2023); 71,550 time + 71,550 performance (Aug 2024), with market/payout values computed at $17.08/unit . |
| Stock Ownership Guidelines | EVP requirement: 3x base salary; “hold-until-met” on 100% of units/shares acquired upon vesting . |
| Compliance Status | All current executive officers on track or have met guidelines by respective compliance dates (Nov 2025 for most) . |
| Pledging/Hedging | Prohibited by policy; to our knowledge, no units or shares pledged by NEOs as of March 24, 2025 . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment/Role Tenure | EVP & COO since March 2019; at Plains since May 2018 . |
| Confidentiality/Non-Solicit | Chandler agreed to maintain confidentiality and not solicit customers for two years after termination . |
| Non-Compete | Not disclosed. |
| Severance/Change-in-Control Economics (as if on 12/31/24) | Equity compensation value upon termination: Death $13,840,778; Disability $13,840,778; Company without Cause $11,993,257; Change in Control or Retirement $16,284,926 . |
| Change-in-Status Definition (accelerated vesting) | During “protected period” around change of control: termination without cause or executive resignation for specified good reason; also approved retirement; all outstanding phantom units and DERs become nonforfeitable and vest on next distribution date . |
| LTIP Plan Provisions | Minimum one-year vesting for unit-settled awards (with limited 5% exception); clawback applies; plan prohibits transfer/pledge; no vesting solely on change of control unless provided in award agreement . |
| Clawback Policy | Adopted Nov 2020; amended Nov 2023 to conform to Nasdaq/Dodd-Frank; triggers include material financial restatements (mandatory recovery of excess incentive comp) and detrimental conduct causing significant harm (recovery/forfeiture of performance/time-based awards within 3 years) . |
| Anti-Hedging/Pledging | Directors and officers prohibited from hedging and pledging company securities . |
| Tax Gross-Ups | No excise tax gross-ups (program feature) . |
| Options Repricing/Backdating | Equity plan prohibits backdating or repricing of options (and the company does not use options) . |
Performance & Track Record
- 2024 objectives achieved/exceeded: Adjusted EBITDA attributable to PAA $2.779B vs $2.675B goal; implied DCF/CUE $2.49 vs $2.44 target; returns to equity holders of ~$1.15B; leverage ~3.0x and Moody’s upgrade to Baa2; distribution increases and strong total returns (PAA 21%, PAGP 24%) .
- Chandler’s operational leadership delivered safety excellence (no Tier 1/2 process safety events; third consecutive record safety year), execution of measurement/automation initiatives, debottlenecking project advancing to completion 2Q25, and optimization projects across crude and NGLs .
Compensation Structure Analysis
- High at-risk pay: Over 80% of target NEO compensation is variable/at-risk; annual bonus 100% performance-based; 50% of LTIs are performance-based over multi-year periods .
- Formulaic bonus tied to quantitative metrics (Adjusted EBITDA, DCF/CUE, TRIR, FRR) plus individual contributions; committee allowed limited discretionary adjustments (±25 bps) to safety/environmental payouts .
- LTIs centered on phantom units; 2021 grant paid at 139% target based on strong TSR and DCF/CUE outcomes, indicating linkage of pay to multi-year value creation .
- Governance mitigants: Clawback policy, anti-hedging/pledging, no excise tax gross-ups, no option repricing/backdating, minimum vesting periods .
Equity Ownership & Alignment (Detail Table)
| Component | Count/Value | As-of Date/Price |
|---|---|---|
| PAA units beneficially owned | 355,705 | March 24, 2025; <1% voting interests . |
| 2019 Retention — time-based unvested | 250,000 | 12/31/24; market value $4,270,000 @ $17.08 . |
| 2019 Retention — performance unearned | 250,000 | 12/31/24; payout value $4,270,000 @ $17.08 . |
| 2022 LTIP — time-based unvested | 89,350 | 12/31/24; market value $1,526,098 @ $17.08 . |
| 2022 LTIP — performance unearned | 89,350 | 12/31/24; payout value $1,526,098 @ $17.08 . |
| 2023 LTIP — time-based unvested | 65,825 | 12/31/24; market value $1,124,291 @ $17.08 . |
| 2023 LTIP — performance unearned | 65,825 | 12/31/24; payout value $1,124,291 @ $17.08 . |
| 2024 LTIP — time-based unvested | 71,550 | 12/31/24; market value $1,222,074 @ $17.08 . |
| 2024 LTIP — performance unearned | 71,550 | 12/31/24; payout value $1,222,074 @ $17.08 . |
| 2021 grant — vested in 2024 | 167,378 | Vested Aug 2024; value realized $2,853,795 @ $17.05 . |
| Ownership guideline (EVP) | 3x base salary; hold-until-met | Compliance date Nov 2025; executives on track/met . |
| Pledging/Hedging | Prohibited; none pledged | Policy and status as of Mar 24, 2025 . |
Employment Terms (Detail Table)
| Provision | Detail |
|---|---|
| Non-solicit/confidentiality | 2-year post-termination customer non-solicit and confidentiality for Chandler . |
| Severance/Cause definitions (LTIP) | “Change in status” includes termination without cause during protected period around change of control or executive resignation for specified good reason; approved retirement triggers full vest on next distribution date . |
| Potential payouts (12/31/24) | Equity compensation value: Death/Disability $13,840,778; Company without Cause $11,993,257; Change-in-Control or Retirement $16,284,926 . |
| 2025 Special Retention (Chandler) | 327,350 phantom units vest Aug 2028; DERs: 1/3 paid Aug 2026 then quarterly; remaining thirds vest Aug 2026–2027 and paid quarterly; accelerates on specified terminations . |
| Clawback/Minimum vesting | Clawback (restatement/detrimental conduct) and minimum 1-year vesting; transfer/pledge restrictions; no vesting solely on change of control unless provided . |
Investment Implications
- Alignment: Strong pay-for-performance architecture with quantitative and multi-year metrics; ownership guidelines and hold-until-met reduce near-term selling pressure from vestings and reinforce alignment .
- Retention risk: Multiple staggered LTIs (2019 retention scheduled to vest Aug 2026; 2025 special retention vesting Aug 2028) create meaningful retention hooks; acceleration provisions tied to change-in-status mitigate unintended forfeiture risk .
- Trading signals: Large vest events (e.g., Aug 2026 and Aug 2028) plus DER payments may influence insider liquidity preferences; however, “hold-until-met” requirements and anti-hedging/pledging policies constrain immediate dispositions, lowering selling-pressure risk if guidelines not yet met .
- Execution track record: Outperformance vs 2024 plan on EBITDA and DCF, safety excellence, and operational optimization under Chandler’s remit suggest low execution risk and credible linkage between incentives and value creation (PSU payout at 139% confirms metric achievement) .