Victor Burk
About Victor Burk
Victor Burk, age 75, is an independent director of PAGP/PAA (since 2010) and currently serves as Audit Committee Chair; he has been a director of PAGP GP since January 2014 . He retired as Senior Advisor at Alvarez & Marsal in October 2024, after serving as Managing Director (2009–2022) and Senior Advisor (2023–2024) . Burk holds a BBA in Accounting from Stephen F. Austin State University (highest honors) and is recognized for over 30 years of public accounting and consulting experience in the energy industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alvarez & Marsal | Managing Director | Apr 2009–Dec 2022 | Energy advisory leadership |
| Alvarez & Marsal | Senior Advisor | Jan 2023–Oct 2024 | Senior strategic counsel |
| Spencer Stuart | Global Energy Practice Leader | 2005–2009 | Executive recruiting; energy sector focus |
| Deloitte & Touche | Managing Partner, Global Oil & Natural Gas Group | 2002–2005 | Led global O&G practice |
| Arthur Andersen | Managing Partner, Global Oil & Natural Gas Group; earlier roles since 1972 | 1989–2002 (MP); 1972 start | Led global O&G practice; extensive audit/consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EV Energy Partners, L.P. | Director; Audit Committee member | Sep 2006–Jun 2018 | Financial oversight |
| PNGS GP LLC (GP of PAA Natural Gas Storage, L.P.) | Director; Audit Committee Chair | Apr 2010–Dec 2013 | Chaired audit oversight |
| Sam Houston Area Council, Boy Scouts of America | Board Member | Not disclosed (current) | Community/non-profit governance |
Board Governance
- Independent status: Determined independent under Nasdaq/SEC rules; nominated for re‑election in 2025 as a Class II director .
- Committee assignments: Audit Committee Chair; the Audit Committee members (Burk (chair), Ziemba, DeSanctis, Pruner) are independent and financially literate; Burk qualifies as an Audit Committee Financial Expert .
- Attendance and engagement: In 2024, the Board met 5 times; Audit 8; Compensation 2; Governance 1; HSES 4; all directors attended all meetings of the Board and applicable committees; 8 Board members attended the 2024 annual meeting .
- Shareholder support (election): At PAA’s May 21, 2025 annual meeting, Burk received 304,083,979 votes FOR, 3,155,349 WITHHELD (99.0% FOR), with 128,858,591 broker non‑votes .
- Audit Committee Report: The Audit Committee (chaired by Burk) reviewed 2024 audited financials, discussed PCAOB matters and auditor independence with PwC, and recommended inclusion of audited financials in the 2024 10‑K .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 115,000 | Non‑employee director retainer |
| Audit Committee Chair Retainer | 30,000 | Additional retainer for Audit Chair |
| Fees Earned or Paid in Cash (Burk) | 145,000 | Reflects retainer + committee chair fees |
| Committee Member Retainer (Audit, non‑chair) | 15,000 | For other Audit Committee members |
| Lead Director Retainer (not Burk) | 35,000 | For context; lead director role |
- 2024 adjustments: Board approved +$5,000 increase for non‑Audit committee chairs (to $20,000) and +$20,000 increase in annual director equity awards (to ~$145,000) .
Performance Compensation
| Grant Type | Grant Value ($) | Shares (#) | Grant Timing | Vesting | Notes |
|---|---|---|---|---|---|
| PAGP Phantom Class A shares (2024 annual LTIP) | 142,749 | 7,650 | Aug 2024 | Vests/payable Aug 2025 distribution date | Includes DERs; equity awards based on 10‑day VWAP around ex‑dividend date |
| Outstanding PAGP Phantom Class A shares | — | 7,650 (Aug 2025), 11,900 (Aug 2025) | As of Dec 31, 2024 | Vests Aug 2025 | Pre‑2022 director LTIPs vest four years after grant |
- Clawback: All awards subject to an Amended and Restated Clawback Policy (Nov 2023) consistent with Dodd‑Frank rules .
- Change‑of‑control: Vesting does not occur solely upon change of control unless specifically provided in award agreement .
- Anti‑hedging/pledging: Directors are prohibited from hedging and from pledging company securities .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | During 2024, none of the Compensation Committee members (Raymond (chair), Petersen, Shackouls) were officers/employees of PAA or its subsidiaries, nor officers of companies with which PAA’s executive officers served on the board; all current members determined independent; Meridian engaged as independent consultant . |
| Governance Committee | Composition and independence requirements; not directly related to Burk . |
Expertise & Qualifications
- Skills matrix alignment: Public company experience; Finance/Accounting; Business Development/Strategy/Commercial; Governance/Legal; Industry Experience; International .
- Audit Committee Financial Expert designation: Burk qualifies under Item 407 of Regulation S‑K .
- Energy industry depth: 30+ years across leading accounting/consulting firms and energy recruiting leadership .
Equity Ownership
| Security | Quantity | As of Date | Notes |
|---|---|---|---|
| PAA Common and Series A Preferred Units (Burk) | 37,043 | Mar 24, 2025 | Less than 1% of overall voting interests |
| PAGP Class A Shares (Burk) | 23,373 | Mar 24, 2025 | Less than 1% overall voting interests |
| Total Combined PAA/PAGP | 60,416 | Mar 24, 2025 | <1% voting interests |
| Unvested PAGP Phantom Class A Shares | 19,550 (7,650 + 11,900) | Dec 31, 2024 | Scheduled to vest Aug 2025 |
| Pledging | None pledged as of Mar 24, 2025 | Mar 24, 2025 | Prohibited by policy |
- Ownership guidelines: Directors must hold securities equal to 5x annual cash retainer; compliance expected within 5 years; all current executive officers and directors are either on track or have met their guidelines; hold‑until‑met applies to vested phantom units/shares .
Insider Trades (PAGP)
| Filing Date | Transaction Date | Type | Shares | Price | Post‑Txn Holdings | SEC Filing |
|---|---|---|---|---|---|---|
| 2025‑08‑18 | 2025‑08‑14 | M‑Exempt (award/settlement) | 11,900 | $0.00 | 42,923 | https://www.sec.gov/Archives/edgar/data/1581990/000106299325014573/0001062993-25-014573-index.htm |
| 2025‑08‑18 | 2025‑08‑14 | M‑Exempt (award/settlement) | 7,650 | $0.00 | 31,023 | https://www.sec.gov/Archives/edgar/data/1581990/000106299325014573/0001062993-25-014573-index.htm |
Note: Transactions reflect vesting/settlement of PAGP phantom Class A shares; type “M‑Exempt” indicates a non‑open market award/settlement event; holdings shown are post‑transaction positions (director ownership) as reported on Form 4.
Governance Assessment
- Strengths: Independent director with deep energy accounting/consulting background; Audit Chair and Audit Committee Financial Expert; perfect 2024 meeting attendance; robust shareholder support in 2025 (99.0% FOR) . Anti‑hedging/anti‑pledging policies and clawback provisions in place; director ownership guidelines at 5x retainer with hold‑until‑met requirement .
- Compensation alignment: Balanced mix of cash retainer ($115k) and equity (~$145k phantom shares), with Audit Chair fee ($30k); 2024 adjustments increased equity value and certain chair fees, maintaining competitiveness while preserving independence (no meeting fees disclosed) .
- Conflicts oversight: Formal related‑party review/approval framework; conflicts committee available for GP/LP conflicts; Audit Committee actively oversees auditor independence and financial reporting quality .
- Red flags: None disclosed specific to Burk; no pledging; no hedging; director equity awards are time‑based (not performance‑based), which is common for directors but provides less pay‑for‑performance linkage than NEO programs . Complex GP/LP governance structure persists (pass‑through voting and reimbursement framework), mitigated by independent committees and policies .
Director Compensation Summary (2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Burk) | 145,000 |
| Stock Awards (Grant‑date Fair Value) | 142,749 |
| Total | 287,749 |
Committee Memberships (2024)
| Committee | Role | Independence | 2024 Meetings | Attendance |
|---|---|---|---|---|
| Audit | Chair | Independent; Financially literate; Financial Expert (Burk) | 8 | 100% (all directors attended all applicable meetings) |
Shareholder Votes (2025)
| Item | For | Withheld/Against | % For | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Victor Burk (Class II Director) | 304,083,979 | 3,155,349 (withheld) | 99.0% | 128,858,591 |
| Say‑on‑Pay (2024 NEO Compensation) | 299,540,725 | 6,294,888 (against) | 97.5% | 128,858,592 |
Related Policies and Provisions
- Equity plan provisions: Minimum one‑year vesting for awards; limited exceptions up to 5% of pool; transfer restrictions; no repricing/backdating; change‑of‑control terms per award agreement .
- Anti‑hedging/pledging: Prohibited for directors and officers .
- Director LTIP vesting accelerators: Death/disability; retirement (no longer full‑time employment and serving as officer/director of any public company); not re‑elected or removed (unless for “Cause”) .