Ellen DeSanctis
About Ellen R. DeSanctis
Independent director of PAA/PAGP since August 2022; age 68. Serves on the Audit Committee and the Health, Safety, Environmental & Sustainability (HSES) Committee; the Board has determined she is independent under Nasdaq and SEC standards. Background: Senior Vice President, Corporate Relations at ConocoPhillips (2012–2022), overseeing investor relations, corporate communications, and charitable programs; earlier roles in IR/communications and strategic planning at Petrohawk, Rosetta Resources, Burlington Resources, Vastar Resources, and ARCO; began career as an engineer at Shell Oil. Education: BA in Geological & Geophysical Sciences (Princeton) and MBA (UCLA). Current role: Senior Counselor at H/Advisors Abernathy since September 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | Senior Vice President, Corporate Relations | 2012–2022 | Led investor relations, corporate communications, charitable programs |
| Petrohawk Energy; Rosetta Resources; Burlington Resources; Vastar Resources; ARCO | IR/Corporate Communications and Strategic Planning roles | Not disclosed | Stakeholder engagement and strategy across multiple upstream operators |
| Shell Oil Company | Engineer | Early career (not disclosed) | Technical foundation in operations/engineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| H/Advisors Abernathy | Senior Counselor | Sep 2024–present | Advisory role in corporate communications/investor relations |
| SilverBow Resources, Inc. | Director | Nov 2023–Aug 2024 | Former public company board seat |
| Girl Scouts of San Jacinto Council | Past Chair | Not disclosed | Non-profit leadership experience |
Board Governance
- Committee assignments (2024): Audit Committee member; HSES Committee member. Audit Committee chair: Victor Burk; HSES Committee chair: Lawrence M. Ziemba. The Board has determined Audit members (including Ms. DeSanctis) are independent and financially literate; Burk and Pruner are designated Audit Committee Financial Experts.
- Independence: Board determined Ellen DeSanctis is independent under Nasdaq/SEC standards.
- Attendance: In 2024, all directors attended all meetings of the Board and applicable committees on which they served (100% attendance). Board met 5x; Audit 8x; HSES 4x.
- Board structure: 11-member board; combined Chair/CEO with a rotating Lead Director role (non-management directors meet in executive session at each regular board meeting).
- Related-party/Conflicts: Proxy discusses certain transactions with entities affiliated with two other directors (EMG/EnCap) and concludes their independence is unaffected; no related-party transactions involving Ms. DeSanctis are described, and she remains independent.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non-employee director retainer |
| Audit Committee member retainer | $15,000 | Additional retainer for Audit Committee members |
| HSES Committee member retainer | $0 | No additional member retainer disclosed |
| Total cash fees (reported) | $130,000 | Matches director compensation table |
| Expense reimbursement | — | Reasonable expenses reimbursed per policy |
Performance Compensation
| Equity/Metric | Detail | Vesting/Terms |
|---|---|---|
| Annual LTIP equity grant (2024) | 7,650 PAGP phantom Class A shares (grant-date fair value ≈$142,749) | Vests on August 2025 distribution date; includes DERs; director awards are time-based (no performance metrics) |
No performance metrics are tied to non-employee director equity; awards are time-based.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| SilverBow Resources, Inc. | Public | Director (former) | Service Nov 2023–Aug 2024; no conflicts disclosed with PAA |
| H/Advisors Abernathy | Private | Senior Counselor | Advisory role; no related-party transaction with PAA disclosed |
Expertise & Qualifications
- Board-identified attributes for Ms. DeSanctis: Public Company Experience; Finance/Accounting; Business Development/Strategy/Commercial; Governance/Government Relations/Legal; Operations/Engineering/Construction/Technical; Industry Experience; International.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| PAA Common Units | — | None reported (beneficial ownership table) |
| PAA Series A Preferred Units | — | None reported |
| PAGP Class A Shares | 29,450 | Beneficially owned |
| PAGP Class B Shares | — | None reported |
| Unvested PAGP Phantom Class A Shares (director LTIP) | 7,650 | Vests Aug 2025 distribution date |
| Ownership as % of overall voting interests | <1% | “*” denotes less than 1% in proxy table |
| Pledging/Hedging | Prohibited; no pledges by directors/NEOs as of Mar 24, 2025 | Company policy; status disclosure |
| Stock ownership guideline (Director) | 5x annual cash retainer | Must be met within 5 years; Ms. DeSanctis compliance date: Aug 2027; on track per company |
Governance Assessment
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Strengths:
- Independence and financial literacy; Audit and HSES committee service with 100% attendance in 2024 signal strong engagement and oversight.
- Deep stakeholder/investor-relations and communications expertise (ConocoPhillips SVP Corporate Relations) complements Audit/HSES oversight in a midstream context.
- Ownership alignment via equity grants and stringent policies (5x retainer ownership guideline; anti-hedging/pledging; hold-until-met).
- Broader shareholder support for compensation/governance framework (≈98% Say-on-Pay approval in 2024; multi-year average ≈98%).
-
Watch items:
- Not designated as an Audit Committee Financial Expert (role filled by Burk and Pruner), although she is financially literate.
- External advisory role at H/Advisors Abernathy since 2024; no conflicts disclosed, but investors may monitor for potential related-party engagements.
-
Red flags: None disclosed specific to Ms. DeSanctis (no related-party transactions, no pledging/hedging, full attendance).
SAY-ON-PAY & SHAREHOLDER FEEDBACK CONTEXT
- Say-on-pay support ~98% at 2024 annual meeting; average ~98% over last four years, indicating strong investor endorsement of compensation governance.