Lawrence Ziemba
About Lawrence M. Ziemba
Independent director at PAGP GP (governing board for PAA and PAGP) since January 2020; age 69. Former Executive Vice President, Refining at Phillips 66 (2012–2017) after senior downstream roles at ConocoPhillips (2001–2012) and Tosco/Unocal (1977–2001). BS Mechanical Engineering, University of Illinois; MBA, University of Chicago. Determined independent under Nasdaq and SEC standards; served 100% attendance at Board and committee meetings in 2024; currently Class I director with term expiring in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips 66 | Executive Vice President, Refining; member, executive committee | May 2012 – Dec 2017 | Led global refining operations and project execution |
| ConocoPhillips | President, Global Refining; chair, WRB LLC JV with Cenovus | 2001 – May 2012 | Downstream leadership, JV governance |
| Tosco/Unocal | Various roles of increasing responsibility | 1977 – 2001 | Operations, technical, project management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PBF Energy Inc. | Director | 2023 – present | Current public company board |
| PBF Logistics GP LLC | Director | 2020 – 2022 | Prior public partnership board |
| API, AFPM | Industry leadership roles | Various | Sector advocacy and standards participation |
| Duchesne Academy (Houston) | Chair, Board of Trustees | Current | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee member; HSES Committee chair; both committees comprised of independent directors; Audit Committee determined financially literate; audit chair financial experts designated (Burk, Pruner) .
- Independence: Board assessed Ziemba as independent under Nasdaq/SEC rules .
- Attendance and engagement: 2024 meeting cadence—Board (5), Audit (8), Compensation (2), Governance (1), HSES (4); all directors had 100% attendance; eight directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session with Lead Director presiding at each regular Board meeting .
- Board structure: Unified governance across PAA and PAGP; Class I director; majority independent; strong Lead Director role; HSES committee oversight added to strengthen ESG governance .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $115,000 | Non-employee director standard retainer |
| Audit Committee member retainer | $15,000 | Additional retainer for Audit membership |
| HSES Committee chair retainer (blended) | $18,750 | Chair fee increased from $15k to $20k in Feb 2024; blended amount reflected |
| Total fees earned in cash | $148,750 | Sum of retainers received |
| Expense reimbursement | Standard policy | Reasonable travel/education costs reimbursed |
Performance Compensation
| Equity Award (2024) | Grant | Quantity | Fair Value | Vesting | DERs | Performance Metrics |
|---|---|---|---|---|---|---|
| PAGP phantom Class A shares (annual LTIP) | Aug 2024 | 7,650 shares | $142,749 | Vests on Aug 2025 distribution date | DERs accrue and pay per program | N/A (time-based only) |
| Outstanding director LTIP awards | Prior grants | 11,900 + 7,650 = 19,550 shares | — | Both vest Aug 2025 | Per program | N/A |
2024 changes: Equity award value for non-employee directors increased from $125,000 to ~$145,000; committee chair (non-Audit) fees increased by $5,000; Meridian provided market data to support adjustments .
Other Directorships & Interlocks
| Company | Relationship to PAA | Potential Interlock Consideration |
|---|---|---|
| PBF Energy (Refining) | Customer/supply chain adjacency (midstream/refining) | No related-party transactions disclosed involving Ziemba; monitor routine commercial ties typical of sector |
| PBF Logistics GP LLC | Former midstream MLP | Prior role ended in 2022 |
- Related-party transactions disclosed in 2024–2025 involved EMG (Raymond) and EnCap (Petersen); Board concluded these did not impact their independence; no Ziemba-related transactions disclosed .
Expertise & Qualifications
- Operations/engineering/project management; downstream refining operations; strategic positioning in energy .
- Skills matrix highlights public company experience, finance/accounting, business development, governance/legal, operations/technical, industry experience, international, energy evolution capabilities .
Equity Ownership
| Holding | Quantity | % Voting | Notes |
|---|---|---|---|
| PAA Common Units | 2,346 units | <1% | Beneficial ownership |
| PAGP Class A Shares | 68,230 shares | <1% | Voting at PAGP meeting |
| Combined PAA/PAGP voting holdings | 70,576 | <1% | Aggregate voting exposure |
| Unvested PAGP phantom shares | 19,550 (7,650 + 11,900) | — | Vests Aug 2025; DERs per policy |
| Pledging/Hedging | Prohibited; none pledged as of Mar 24, 2025 | — | Anti-hedging and anti-pledging policy |
| Director ownership guideline | 5x annual cash retainer; compliance date Nov 2025; directors on track | — | Hold-until-met requirement |
Governance Assessment
- Board effectiveness: Independent director with deep operating expertise chairs HSES and serves on Audit; 100% attendance supports engagement and oversight quality .
- Alignment: Mix of cash retainer plus time-based PAGP phantom shares with DERs; anti-hedging/pledging and 5x retainer ownership guideline enhance alignment; Ziemba’s beneficial holdings and unvested awards indicate skin-in-the-game, though <1% overall voting exposure .
- Conflicts: No Ziemba-specific related-party transactions disclosed; sector interlocks (PBF Energy) are commonplace but not flagged; conflicts committee framework exists for potential future conflicts .
- Compensation signals: 2024 increase in director equity award value and committee chair fees aligns to market competitiveness; no options or performance-linked director equity—structure remains low-risk and time-based .
- Shareholder sentiment: Say-on-Pay for executives received ~98% approval in 2024, indicating broad investor support for compensation governance; Compensation Committee uses independent consultant (Meridian) and peer frameworks .
RED FLAGS and Watch Items
- None disclosed for Ziemba: no related-party transactions, no pledging/hedging, full attendance .
- Watch: External board at PBF Energy may intersect commercially with PAA’s midstream operations—monitor for any disclosed transactions; routine sector ties are common and not inherently problematic .
- Program changes: Director equity award value increased in 2024—monitor dilution and alignment effects across time .