Greg Armstrong

About Greg L. Armstrong

Greg L. Armstrong (age 66) is a Class III director at PAA/PAGP, serving on the board since PAA’s formation in 1998 and on the PAGP GP board since 2013. He is not independent and currently serves as Senior Advisor to the CEO (former Chairman and CEO), bringing deep midstream operating, commercial, and governance experience from over four decades in the energy industry. Prior service includes CEO of PAA’s general partner (1998–2018) and director of the Federal Reserve Bank of Dallas (2015–2021, retired as Chair) .

Past Roles

External Roles

Board Governance

• Independence: Not independent; Armstrong is a current employee (Senior Advisor to the CEO) and former Chairman/CEO .
• Committee assignments: None; he is not listed on Audit, Compensation, Governance, or HSES committees .
• Attendance and engagement: 100% attendance by all directors at Board and applicable committee meetings in 2024 (Board met 5x; committees met 1–8x each) .
• Years of service: Director at PAA since 1998; PAGP GP since 2013 .
• Executive sessions: Non-management directors meet in executive session at each regular Board meeting, led by the Lead Director .

Fixed Compensation

Armstrong is compensated as an employee (Senior Advisor), not as a non‑employee director.

Context for non-employee directors (for benchmarking): 2024 retainer $115,000 plus Lead Director and committee chair/member retainers; non-employee director annual LTIP ~$145,000 in PAGP phantom Class A shares vesting Aug-2025; Armstrong did not receive these awards because he is an employee .

Performance Compensation

• No bonus, LTIP, options, or performance-based equity disclosed for Armstrong; he does not hold director LTIP awards .
• Company-wide clawback and anti-hedging/pledging policies are in place, but Armstrong has no awards subject to clawback; policies still govern directors .

Other Directorships & Interlocks

Note: 2024–2025 related-party transactions involved entities affiliated with other directors (EMG/EnCap) and were reviewed; Armstrong not implicated .

Expertise & Qualifications

• Skills matrix indicates Armstrong provides Public Company, Finance/Accounting, Strategy/Commercial, Governance/Legal, Operations/Technical, Industry, and International expertise .
• Extensive midstream operating and commercial leadership; former chair of Dallas Fed adds macro/governance depth .

Equity Ownership

Governance Assessment

Key findings

• Independence and potential conflicts: Armstrong is not independent due to his paid employee role (Senior Advisor) and significant economic interest in Plains AAP (owner of the GP), which can create perceived conflicts when GP/LP interests diverge, though it also aligns him economically with the overall structure .
• Board effectiveness: No committee service or chair roles; nonetheless, he had perfect attendance and contributes broad operating, financial, and governance expertise built over decades, including prior CEO experience and regional central bank leadership .
• Compensation alignment: Fixed, modest Senior Advisor salary ($325k going forward) with no director equity awards or option grants reduces pay-related conflicts, but absence of performance linkage for his role limits explicit pay-for-performance signals at the director level .
• Ownership alignment: Strong skin-in-the-game with 7.87M combined PAA/PAGP securities (1.0% overall voting interests) and 1.9% AAP Class A LP interest; anti-hedging/pledging policy and reported lack of pledging strengthen alignment .
• Shareholder sentiment: Corporate say‑on‑pay support was ~98% at the 2024 meeting, evidencing broad investor confidence in compensation governance; while NEO-focused, it supports overall governance credibility .

Red flags and monitoring items

• RED FLAG — Not independent, dual role: Current employee (Senior Advisor) and director status can weaken perceived board independence; consider continued monitoring of recusal practices on matters implicating management/GP interests .
• Potential GP/LP conflicts: Armstrong’s 1.9% AAP interest ties him to the GP; monitor the use of conflicts committee processes and disclosures when GP/LP interests diverge .
• Tenure and refreshment: Very long tenure (since 1998) can raise refreshment concerns; however, the board highlights ongoing succession and refreshment processes and maintains a majority of independent directors .

Supporting governance context

• Anti-hedging and anti-pledging policies; equity ownership guidelines (5x retainer) with “hold until met;” clawback policy aligned to Nasdaq standards; frequent executive sessions; majority independent board; defined committee structures .

SAY-ON-PAY & SHAREHOLDER FEEDBACK

• Say‑on‑pay approval ~98% at the 2024 annual meeting; ongoing investor engagement cited by the Compensation Committee and Board .

RELATED-PARTY TRANSACTIONS (Armstrong-specific)

• No Armstrong‑specific related‑party transactions disclosed. 2024–2025 transactions involved entities related to other directors (EMG and EnCap) and were reviewed for independence; Board concluded those do not impact those directors’ independence .

DIRECTOR COMPENSATION STRUCTURE (for benchmarking)

• 2024 non‑employee director program: cash retainer $115,000; Lead Director $35,000; committee chair retainers ($30,000 Audit; $20,000 others); Audit members $15,000; annual equity award ~$145,000 in PAGP phantom Class A shares vesting Aug‑2025. Armstrong, as an employee, did not receive director LTIP awards .

Overall implication for investors

• Armstrong’s deep institutional knowledge and substantial ownership support continuity and alignment, but his non‑independent status and GP‑linked economic interests warrant continued scrutiny of conflict management and board independence practices on GP/LP matters. Strong attendance, robust governance policies, and high say‑on‑pay support partially mitigate independence concerns .