Harry Pefanis
About Harry N. Pefanis
Harry N. Pefanis (age 67) is a long-tenured PAA executive and director, serving on PAGP GP’s Board since February 2017 and as President since March 2021; he will retire as President effective June 1, 2025 and then serve as Senior Advisor to the CEO through the 2028 annual meeting if re-elected . He is classified as “Not Independent” and currently holds no Board committee assignments . Pefanis has deep commercial, operating, accounting and financial experience from roles across Plains since 1983, including President & COO of GP LLC (1998–2017) and President & CCO of PAGP GP/GP LLC (2018–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains Resources | Special Assistant, Corporate Planning | 1983–1987 | Strategy support |
| Plains Resources | Manager, Products Marketing | 1987–1988 | Commercial development |
| Plains Resources | Vice President — Products Marketing | 1988–1996 | Commercial leadership |
| Plains Resources | Senior Vice President | Feb 1996–May 1998 | Senior management |
| Plains Resources | Executive Vice President — Midstream | May 1998–May 2001 | Midstream leadership |
| Plains All American GP LLC | President & COO | 1998–Dec 2017 | Built operations platform |
| PAGP GP | President & COO | Jul 2013–Dec 2017 | Senior operations leadership |
| PAGP GP/GP LLC | President & Chief Commercial Officer | Jan 2018–Mar 2021 | Commercial strategy |
| PAGP GP/GP LLC | President | Mar 2021–May 31, 2025 | Executive leadership |
| PAGP GP/GP LLC | Senior Advisor to the CEO | Effective Jun 1, 2025–2028 meeting (planned) | Advisory role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oasis Midstream Partners, L.P. | Director | Jul 2018–Feb 2022 | Board oversight |
| Memorial Hermann Foundation | Director | Current | Philanthropic governance |
| University of Oklahoma Foundation | Trustee | Current | Endowment stewardship |
Board Governance
- Independence: Not Independent (company employee; independence not assessed) .
- Committee memberships: None .
- Attendance and engagement: 100% attendance at all Board meetings in 2024; all directors attended all applicable committees on which they served .
- Years of Board service: Director since Feb 2017; standing as Class II nominee in 2025 (term to 2028 if elected) .
- Lead Independent Director and executive sessions: Non-management directors meet in executive session at each regular Board meeting; presided by Lead Director (Shackouls through May 2025; Raymond effective June 1, 2025) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 600,000 | 600,000 |
| All Other Compensation ($) | 19,140 | 20,640 | 21,540 |
- Contract structure: Employment agreement initially commenced June 30, 2001 and auto-renews annually unless the Board elects not to extend; compensation subject to Compensation Committee and Board adjustments .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus (% of Salary) | 200% | 200% | 200% |
| Actual Bonus Paid ($) | 2,105,000 | 1,425,000 | 1,405,000 |
| LTIP Participation | Opted out | Opted out | Opted out |
2024 bonus framework and outcomes:
| Company Performance Metrics (60% weight) | Weight | Target | Result | Payout % | Weighted % |
|---|---|---|---|---|---|
| Adjusted EBITDA attributable to PAA ($MM) | 40% | 2,675 | 2,779 | 152% | 61% |
| Implied DCF per CUE ($) | 40% | 2.44 | 2.49 | 127% | 51% |
| Safety (TRIR) | 10% | 0.25 | 0.25 | 75% (after discretionary adj.) | 7.5% |
| Environmental (FRR) | 10% | 15 | 19 | 89% (after discretionary adj.) | 8.9% |
| Company Performance Subtotal | — | — | — | — | 128% |
| Individual Performance | Weight | Score | Notes |
|---|---|---|---|
| Pefanis | 40% | 100% (self-capped) | Strategic decisions; efficiency initiative; commercial mentorship; 2024+ positioning; relationship management |
| 2024 Bonus Calculation | Target ($) | Company Score (60%) | Individual Score (40%) | Percent of Target Earned | Actual Bonus ($) |
|---|---|---|---|---|---|
| Pefanis | 1,200,000 | 128% × 60% | 100% × 40% | 117% | 1,405,000 |
Program features and safeguards:
- No options granted; executive LTIPs are phantom units with performance- and time-based vesting; Pefanis requested no LTIP awards in recent years, reducing his equity-at-risk mix versus peers .
- Clawback policy covers material restatements (mandatory recovery) and detrimental conduct (discretionary recovery/forfeiture within prior 3 years), aligned with Nasdaq/Dodd-Frank standards .
- Anti-hedging and anti-pledging policies; directors/officers prohibited from hedging/pledging company securities .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| None disclosed with Pefanis | — | 2024–2025 related-party transactions involve EMG (Raymond) and EnCap Flatrock (Petersen); Board determined these did not impact those directors’ independence; no Pefanis-specific related transactions disclosed . |
Expertise & Qualifications
- Public company experience; finance/accounting; business development/commercial; governance/legal; operations/technical; industry and international experience, reflecting broad midstream leadership credentials .
Equity Ownership
| Holding | Units/Shares | % Voting Interest |
|---|---|---|
| PAA Common Units | 420,194 | <1% |
| PAGP Class A Shares | 1,108,653 | — |
| PAGP Class B Shares | 2,268,988 | — |
| Total Combined PAA/PAGP | 3,797,835 | <1% |
Ownership alignment and policies:
- Equity ownership guidelines: Directors must hold 5x annual retainer; President 5x base salary; hold-until-met requirement; compliance date Nov 2025 (current executives/directors on track or met) .
- No pledging of company securities by directors/NEOs; anti-hedging policy in place .
Employment & Contracts
- Term and auto-renewal: Agreement commenced June 30, 2001; auto-renews annually resetting term to three years absent Board notice .
- Severance (death, disability, good reason, without cause): Lump-sum equals (highest base salary + highest annual bonus in prior three years) × lesser of 2 or remaining term/360; illustrative table shows $5,410,000 salary/bonus plus $39,388 health benefits in certain cases (as of 12/31/2024) .
- Change-of-control: If Pefanis resigns within three months of a qualifying change-in-control, lump-sum equals 3 × (highest base salary + highest annual bonus); illustrative amount $8,115,000 (as of 12/31/2024) .
- Waivers and modified CoC definition: Historical waivers modified “Change in Control” definition and waived separation rights for prior qualifying transactions .
- Confidentiality/non-compete: One-year confidentiality obligation post-termination; no non-compete disclosed for Pefanis .
Director Compensation
- Not compensated separately as director; executive compensation covers his pay (director fee tables exclude Chiang and Pefanis) .
Governance Signals and Risk Indicators
- Attendance: 100% in 2024, supporting engagement .
- Independence: Not independent as an employee-director; holds no committee roles, consistent with committee independence requirements (all standing committees require independent members) .
- Equity alignment: Significant personal ownership; meets/targets ownership guidelines; no pledges or hedging permitted .
- Pay-for-performance: Self-imposed cap of 100% on individual bonus score in 2024 (positive restraint); however, multi-year opt-out from LTIP reduces long-term equity-at-risk alignment relative to peers (potential concern) .
- Change-of-control provisions: Legacy triple-trigger payout potential (when resigning within three months of CoC) could be viewed as investor-unfriendly compared to double-trigger equity acceleration norms; mitigated by prior waivers on earlier transactions .
- Say-on-pay support: ~98% approval at 2024 annual meeting, indicating broad investor acceptance of compensation framework .
Performance Metrics Underpinning Incentives (Program Detail)
| Metric | Definition/Targeting | 2024 Structure |
|---|---|---|
| Adjusted EBITDA (PAA) | Annual earnings/cash flow driver | 40% weight; payout 0–200% based on 92.5–110% of target; 2024 result $2.779B vs $2.675B target (152% payout) |
| Implied DCF per CUE | Unit-level cash flow | 40% weight; target $2.44 (127% payout at $2.49 actual) |
| TRIR | Safety performance | 10% weight; discretionary reduction due to motor vehicle fatalities (75% payout) |
| FRR | Environmental releases | 10% weight; discretionary increase given reduced volumes vs 5-year avg (89% payout) |
| LTIP metrics (not applicable to Pefanis in 2024) | Relative TSR; 3-year cumulative DCF/CUE with leverage modifier | Vesting August 2027 for 2024 cohort; payout scaled 0–200%; DER accruals |
Governance Assessment
- Board effectiveness: Pefanis brings decades of operational and commercial expertise; as a non-independent director, his lack of committee roles adheres to independence standards but limits direct governance levers. Attendance and engagement are strong .
- Alignment and incentives: Significant equity ownership and stringent ownership policies support alignment; however, opting out of LTIPs reduces the proportion of performance-based equity in his pay mix, a potential misalignment signal versus best-practice director/executive pay structures emphasizing longer-term equity .
- Conflicts/related-party exposure: No Pefanis-specific related-party transactions disclosed; the partnership’s unified governance and conflicts committee framework are in place to address conflicts between PAA and general partner affiliates when they arise .
- Investor confidence signals: Strong say-on-pay support (~98%) and transparent clawback, anti-hedging/pledging policies bolster confidence; change-of-control cash severance provisions merit monitoring, especially through his transition to Senior Advisor status .