Jeremy Goebel
About Jeremy Goebel
Jeremy L. Goebel (age 47) is Executive Vice President and Chief Commercial Officer of Plains All American (PAA), serving in this role since March 2021; he joined Plains in 2013 and has held progressively senior commercial and strategy positions across acquisitions, lease supply, and business development . 2024 compensation outcomes reflect strong execution: his individual bonus score was 175% and his total bonus payout was 147% of target, driven by company score of 128% and commercial achievements including ~225,000 acres of new Permian dedications, long‑haul recontracting, and incremental volume capture . Long‑term performance metrics are tightly linked to unitholder value creation (Relative TSR and cumulative DCF/CUE); 2021 equity awards paid out at 139% of target (TSR 157%, DCF/CUE 200%), and 2022 PSUs carried estimated payout rates at year‑end of ~167% (TSR) and ~143% (DCF/CUE) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PAA/GP LLC | EVP – Commercial | Mar 2019–Mar 2021 | Led commercial function prior to elevation to CCO |
| PAA | Senior Group VP – Commercial | May 2018–Mar 2019 | Commercial leadership across midstream portfolio |
| PAA | SVP – Acquisitions & Strategic Planning | Apr 2017–May 2018 | Led M&A and strategic planning |
| PAA | VP – Acquisitions & Strategic Planning | Jul 2015–Apr 2017 | Advanced acquisitions pipeline and strategy |
| PAA | Assistant VP – Lease Supply | Jul 2014–Jul 2015 | Managed lease supply commercialization |
| PAA | Managing Director – Acquisitions & Strategic Planning | Jan 2013–Jul 2014 | Initiated Plains growth platform post‑joining |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simmons & Company International | Investment banking (energy) | Pre‑2013 | Transactional experience; industry coverage |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus ($) |
|---|---|---|---|---|
| 2024 | 600,000 | 150% | 900,000 | 1,325,000 |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Metric | Weighting | Target Framework | Actual/Score | Payout Impact |
|---|---|---|---|---|---|
| Company | Adjusted EBITDA attributable to PAA | 40% | 92.5%–110% of target → 0%–200% payout (linear) | Company score 128% | Contributed to 147% total bonus |
| Company | DCF per CUE | 40% | 92.5%–110% of target → 0%–200% payout (linear) | Company score 128% | Contributed to 147% total bonus |
| Company | Safety (TRIR) / Environmental (FRR) | 20% | TRIR 0.36–0.14; FRR 26–4 → 0%–200% payout (linear) | Included in company score | Contributed to 147% total bonus |
| Individual | Leadership & commercial execution | 40% | 0%–200% | 175%: commercial strategies overperformed; bolt‑ons; long‑haul recontracting; +~225k Permian acres; NGL strategy; 2025+ positioning | 147% total bonus payout |
Long‑Term Incentive Awards (Phantom Units; DERs accrue per plan)
| Grant Year | Grant Date | Time‑Based Units (#) | Performance Units (Target #) | Key Metrics/Targets | Vest Date |
|---|---|---|---|---|---|
| 2022 | Aug 2022 | 89,350 (footnote (4)) | 89,350 (footnote (5)) | Relative TSR (3‑yr, to 6/30/2025); DCF/CUE target $7.05; est. payout TSR ~167%, DCF/CUE ~143% at 12/31/2024; leverage modifier (down only) | Aug 2025 distribution |
| 2023 | Aug 2023 | 65,825 (footnote (6)) | 65,825 (footnote (7)) | Relative TSR (3‑yr, to 6/30/2026; negative TSR modifier); DCF/CUE target $7.45; leverage modifier (down only) | Aug 2026 distribution |
| 2024 | Aug 15, 2024 | 71,550 (footnote (8)) | 71,550 (footnote (9)) | Relative TSR (3‑yr, to 6/30/2027; negative TSR modifier); DCF/CUE target $7.75; leverage modifier (down only) | Aug 2027 distribution |
2024 LTIP Sizing and Grant Value
| Item | Value |
|---|---|
| LTIP Target (% of salary) | 425% |
| LTIP Target ($) | 2,550,000 |
| Total 2024 Phantom Units Granted (#) | 143,100 (50% time‑based; 50% performance‑based) |
| Grant Date Fair Value ($) | 1,863,162 |
Historical Performance Vesting (Evidence of Pay‑for‑Performance)
| Award | Metric Result | Payout |
|---|---|---|
| 2021 Phantom Units (vested Aug 2024) | TSR 157% (rank 4/15); DCF/CUE 200% (cumulative $6.93 vs $6.00 target) | 139% of target |
| Units Vested (2024) | 167,378 units; value realized $2,853,795 (at $17.05) | Delivered net of tax withholding |
Equity Ownership & Alignment
| Holding (as of 3/24/2025 unless noted) | Amount | Notes |
|---|---|---|
| PAA Common Units (beneficial) | 380,737; <1% of common | Excludes unvested phantom units |
| PAGP Class A + Class B Shares | 36,664 total (1,314 A; 35,350 B) | Voting at PAGP; combined ownership 417,401 |
| Outstanding Unvested Phantom Units (Dec 31, 2024) | 250,000 (Nov 2019) | Amended Feb 2022 to TSR; special accelerated vesting features |
| Outstanding Unvested (2022) | 89,350 time; 89,350 perf (market value $1,526,098 each at $17.08) | Perf target TSR/DCF; Aug 2025 vest |
| Outstanding Unvested (2023) | 65,825 time; 65,825 perf (market value $1,124,291 each) | Aug 2026 vest |
| Outstanding Unvested (2024) | 71,550 time; 71,550 perf (market value $1,222,074 each) | Aug 2027 vest |
| Ownership Guidelines (EVP) | 3x base salary; 5‑year compliance; hold‑until‑met on all vested units | All current execs on track/met by Nov 2025 |
| Hedging/Pledging | Prohibited; no pledges by NEOs as of 3/24/2025 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement Terms | Not specifically disclosed for Mr. Goebel (confidentiality/non‑compete terms documented for other NEOs) |
| Severance/Termination Economics | No salary+bonus multiples disclosed; equity acceleration under grant letters governs |
| Change‑in‑Control | Plan does not provide single‑trigger vesting solely upon change of control; “change in status” (double‑trigger window: ~2.5 months pre to 1 year post‑CoC) causes all outstanding phantom units and DERs to vest at next distribution date |
| Potential Payments (as of 12/31/2024) | Death $13,840,778 (equity); Disability $13,840,778; Company without cause $11,993,257; Change in control/retirement $16,284,926 (equity) |
| Death/Disability Treatment (recent grants) | Aug 2022/2023 grants: after 1st anniversary, all units/DERs become nonforfeitable and vest next distribution; Nov 2019 grants: after 2nd anniversary, all units/DERs nonforfeitable and vest next distribution (TSR assumed 100% for perf portion) |
| Non‑qualified Deferred Comp | None; no pension/defined benefit plans for NEOs |
| Clawback | Amended & Restated Clawback Policy adopted Nov 2023; awards subject to clawback |
| Options | PAA has not issued options under LTIP (phantom units only) |
| Perquisites | No significant perquisites for executive officers |
Compensation Structure Notes
- Pay mix is heavily at‑risk: annual bonus 100% formulaic; LTIP 50% performance‑based (3‑year TSR and DCF/CUE) with negative TSR and leverage modifiers to reduce payouts under adverse conditions .
- 2024 LTIP targets were increased to market levels: EVP LTIP target from 325% to 425% of salary, lifting long‑term equity sensitivity to performance .
Governance and Shareholder Feedback
- Compensation Committee: John T. Raymond (Chair), Gary R. Petersen, Bobby S. Shackouls; independent consultant used; program mitigates excessive risk‑taking .
- Say‑on‑pay approval ~98% in 2024; four‑year average ~98%, signaling strong investor support .
Investment Implications
- Alignment: Strong pay‑for‑performance architecture (TSR and DCF/CUE with downside modifiers), hold‑until‑met ownership rules, and anti‑hedging/pledging policies support long‑term alignment; Goebel’s individual performance score (175%) and 2021/2022 PSU outcomes indicate commercial execution translating to value creation .
- Retention risk: Material unvested equity scheduled through Aug 2027 and double‑trigger CoC protection reduce near‑term attrition risk; termination without cause yields pro‑rata vesting post‑year‑1 for recent grants, further stabilizing retention incentives .
- Insider selling pressure: Phantom units convert to common units at August distribution dates (2025/2026/2027); “hold‑until‑met” requirement and prohibition on pledging/hedging mitigate immediate sell pressure, though tax‑withholding reduces delivered units on vest .
- Red flags: 2019 award amendment increased incremental fair value ($2,486,671) but did not constitute option repricing; plan prohibits single‑trigger CoC vesting and option repricing, limiting shareholder‑unfriendly practices .