Kevin McCarthy
About Kevin S. McCarthy
Kevin S. McCarthy, age 65, has served as an independent director of PAGP GP (general partner overseeing PAA) since October 2020. He is a former Vice Chairman at Kayne Anderson (2019–2023) and previously led energy investment banking at UBS, PaineWebber, and Dean Witter. He holds a BA in economics and geology from Amherst College and an MBA in Finance from The Wharton School. At Plains, McCarthy is designated independent under Nasdaq/SEC rules and serves on the Governance and HSES Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kayne Anderson | Vice Chairman; co-founded energy infrastructure securities; CEO/Chair of Kayne closed-end funds | 2004–2023 (Vice Chair 2019–2023) | Led energy infrastructure investing platform and closed-end fund governance |
| UBS Securities LLC | Global Head, Energy Investment Banking | Pre-2004 | Led energy IB franchise; transaction execution |
| PaineWebber Inc. | Senior energy IB role | Pre-2004 | Energy coverage and execution |
| Dean Witter Reynolds | Senior energy IB role | Pre-2004 | Energy coverage and execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinetik Holdings Inc. | Director | Current | Energy infrastructure oversight; potential sector interlock |
| Chord Energy Corporation | Director | Current | Upstream energy oversight; potential sector interlock |
| Whiting Petroleum Corporation | Director (Chairman) | Prior | Led board through strategic cycles |
| Altus Midstream Company | Director | Prior | Midstream oversight |
| Range Resources Corporation | Director | Prior | E&P oversight |
| ONEOK, Inc. | Director | Prior | Large-cap midstream perspective |
| Emerge Energy Services LP | Director | Prior | Midstream/logistics exposure |
| K-Sea Transportation Partners L.P. | Director | Prior | Marine logistics oversight |
| Gladney Fund | Director (non-profit) | Current | Governance/mission oversight |
Board Governance
- Committee assignments: Governance Committee member; HSES Committee member; not a chair. Governance Committee membership will transition its chair role to John Raymond effective June 1, 2025; McCarthy remains a member. HSES Committee chaired by Ziemba with McCarthy as a member; all HSES members independent per Board determination .
- Independence: Board determined McCarthy (and other non-management directors) are independent under Nasdaq/SEC standards .
- Attendance and engagement: In 2024, the Board met 5 times; Audit 8; Compensation 2; Governance 1; HSES 4. All directors, including McCarthy, attended all Board and applicable committee meetings (100% attendance). Eight directors attended the 2024 annual meeting .
- Board leadership and structure: CEO also serves as Chair; Lead Director role rotates, transitioning to John Raymond effective June 1, 2025; staggered board classes; majority independent requirement embedded in LLC agreement .
Attendance and Meetings (2024)
| Category | Count | McCarthy Attendance |
|---|---|---|
| Board Meetings | 5 | 100% |
| Audit Committee | 8 | N/A (not a member) |
| Compensation Committee | 2 | N/A (not a member) |
| Governance Committee | 1 | 100% |
| HSES Committee | 4 | 100% |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 115,000 | Standard non-employee director annual retainer; no committee chair fees (not a chair) |
- Cash structure: 2024 retainer $115,000 for non-employee directors; committee chair retainers increased to $20,000 (non-Audit) and $30,000 (Audit) effective Feb 2024; Lead Director +$35,000; audit committee members +$15,000. McCarthy’s 2024 cash appears to reflect only the base retainer (no chair/member adders disclosed for his committees) .
Performance Compensation
| Grant Type | Grant Date | Number of Shares/Units | Grant-Date Fair Value ($) | Vesting | Terms |
|---|---|---|---|---|---|
| PAGP phantom Class A shares (LTIP) | Aug 2024 | 7,650 | 142,749 | August 2025 distribution date | Vests one-for-one into PAGP Class A; includes DERs; time-based (no performance metrics disclosed) |
| Outstanding LTIP awards (as of 12/31/2024) | Various | 19,550 total (7,650 + 11,900) | N/A | Both tranches vest August 2025 | Awards prior to 2022 generally vest 4 years after grant; 2024 award vests ~1 year |
- 2024 compensation mix: Cash $115,000; Equity grant-value $142,749; Total $257,749 for 2024 .
- Market adjustments: Equity award values for non-employee directors increased from ~$125,000 to $145,000 in Feb 2024; non-Audit chair retainers increased by $5,000 to $20,000 .
- Performance metrics: None disclosed for director LTIP; awards are time-based vesting .
Other Directorships & Interlocks
| Company | Relationship to PAA | Potential Interlock/Conflict Considerations |
|---|---|---|
| Kinetik Holdings Inc. | Midstream operator (Permian) | Sector overlap with PAA midstream; no related-party transactions disclosed in proxy; monitor information flow |
| Chord Energy Corporation | Upstream operator | Customer/supplier dynamics possible in industry; no related-party transactions disclosed; monitor |
| Prior midstream boards (ONEOK, Altus, Emerge, K-Sea) | Midstream/logistics | Historical exposure; no current conflicts disclosed |
- Related party oversight: Board activates a conflicts committee (independent directors) when needed; recent related transactions involved EMG (John Raymond) and EnCap (Gary Petersen), which the Board assessed and determined did not impact independence of those directors; no McCarthy-related transactions disclosed .
Expertise & Qualifications
- Director Skills Matrix indicates McCarthy has public company experience, finance/accounting, strategy/commercial, governance/legal, and industry experience, as well as private equity exposure .
- Education: BA (Amherst – economics/geology); MBA (Wharton – Finance) .
- Energy sector knowledge: 19-year tenure at Kayne Anderson in energy infrastructure securities; leadership in energy IB at multiple global firms .
Equity Ownership
| Security | Amount | Notes |
|---|---|---|
| PAA Common and Series A Preferred Units | 200,000 | Voting at PAA; excludes unvested phantom units |
| PAGP Class A Shares | 129,141 | Votes for PAGP director elections |
| PAGP Class B Shares | — | — |
| Total Combined PAA/PAGP Ownership | 329,141 | Less than 1% of overall voting interests |
| Pledging | None | Company policy prohibits pledging; to our knowledge no units pledged by directors/NEOs as of Mar 24, 2025 |
| Ownership Guidelines | Director: 5x annual cash retainer | Compliance date: August 2026 for McCarthy; “hold-until-met” requirement applies; anti-hedging and anti-pledging policies in place |
Insider Trades
| Filing Date | Transaction (Document) Date | Form | Issuer | Link |
|---|---|---|---|---|
| Aug 18, 2025 | Aug 14, 2025 | Form 4 | Plains GP Holdings (PAGP) | |
| Aug 18, 2025 | Aug 14, 2025 | Form 4 (PDF) | Plains GP Holdings (PAGP) | |
| Mar 31, 2021 | Mar 2021 | Form 4 | Plains GP Holdings (PAGP)/Plains entities | |
| Jun 23, 2022 | Jun 2022 | Form 4 | Plains GP Holdings (PAGP) |
Note: Specific transaction details (share counts/prices) should be reviewed in the linked Form 4s.
Governance Assessment
- Strengths: Independent status; perfect 2024 attendance; active roles on Governance and HSES Committees with charters requiring independence; robust ownership guidelines with hold-until-met; anti-hedging/pledging policies; equity participation via phantom shares aligns director incentives with unitholders .
- Compensation alignment: Balanced cash/equity mix with modest cash retainer and time-based equity; 2024 equity award increased to remain market competitive; no meeting fees; no option grants or riskier instruments; no tax gross-ups or special perquisites disclosed for directors .
- Potential risks/interlocks: Concurrent directorships at Kinetik (midstream) and Chord (upstream) imply sector overlap; while no related-party transactions involving McCarthy are disclosed, investors should monitor for information flow or potential conflicts via the conflicts committee framework when Plains transacts with industry participants .
- Board effectiveness: Governance Committee oversees governance structure, self-assessments, succession planning, and director nominations; HSES Committee strengthens ESG oversight across safety, environment, and sustainability; rotation of Lead Director role demonstrates attention to governance best practices .
RED FLAGS (monitor)
- Sector interlocks: Multiple energy-sector directorships could create perception risk in competitive or transactional contexts; rely on conflicts committee procedures if specific transactions arise .
- Equity award structure: Time-based vesting without performance conditions for directors (common market practice) reduces direct performance linkage; mitigated by substantial director ownership expectations (5x retainer) and hold-until-met policy .
Director Compensation (Summary – 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Cash Retainer | 115,000 | Non-employee director retainer |
| Equity (Phantom Class A Shares) | 142,749 | 7,650 shares; ~ $145k policy value; vest Aug 2025 |
| Total | 257,749 | Cash + equity |
Committee Assignments
| Committee | Role | Chair | Independence |
|---|---|---|---|
| Governance | Member | Shackouls (Chair through May 2025); Raymond (Chair effective Jun 1, 2025) | Charter requires all members independent; Board confirms independence |
| HSES | Member | Ziemba (Chair) | Board confirms all members independent |
Related-Party Exposure (Board context)
- EMG/EnCap transactions: Asset purchases and preferred unit repurchase in Jan 2025 involving entities associated with directors John Raymond (EMG) and Gary Petersen (EnCap). Board determined these did not impair their independence; no McCarthy involvement disclosed .
- Conflicts committee: Activated as warranted; approvals deemed fair and reasonable under partnership agreements; procedures for related person transactions outlined in Governance Guidelines and Code of Business Conduct .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes Proposal 3 (advisory vote on 2024 named executive officer compensation); Board recommends FOR; specific historical approval percentages not disclosed in the cited sections .
Compensation Structure Analysis
- Year-over-year adjustments: Feb 2024 increases to equity award value and certain chair retainers to remain competitive; McCarthy’s 2024 cash equals base retainer without chair adders, indicating a relatively higher equity proportion in mix for non-chair directors .
- Risk profile: Shift remains toward phantom shares (no options) and time-based vesting; no repricing/modifications disclosed; no director-specific bonuses or perquisites disclosed .
Equity Ownership Guidelines & Alignment
- Requirement: 5x annual cash retainer for directors; compliance timeline generally by Nov 2025, except McCarthy (Aug 2026) and DeSanctis (Aug 2027). Directors must hold 100% of vested shares until guidelines met; anti-hedging and anti-pledging policies enforced .
Expertise & Qualifications (Board Matrix)
- McCarthy’s skills: Public company experience; finance/accounting; strategy/commercial; governance/legal; industry experience; private equity .