Alexandra Pruner
PLAINS GP HOLDINGSAbout Alexandra D. Pruner
Alexandra D. Pruner (age 63) is an independent director of PAA GP Holdings LLC (general partner of Plains GP Holdings, L.P.) since December 2018; she is a Senior Advisor at Perella Weinberg Partners and Tudor, Pickering, Holt & Co., and formerly served as Partner and CFO of PWP and CFO/founding team member at TPH . She has significant energy finance and governance credentials, including service on NRG Energy’s board (Audit Committee Chair since August 2024), chairing Malta Inc., and chairing Encino Acquisition Partners’ board; she holds a BA in Economics from Brown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners (PWP) | Partner & Chief Financial Officer | Dec 2016 – Nov 2018 | Firm-wide finance leadership |
| Tudor, Pickering, Holt & Co. | CFO & Management Committee | 2007 – 2016 | Founding team; finance/governance |
| PWP / TPH | Senior Advisor | Since Dec 2018 | Strategic advisory to energy clients |
| Anadarko Petroleum | Director; Audit Committee member | Dec 2018 – Aug 2019 (until sale) | Financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NRG Energy, Inc. | Director; Audit Committee Chair | Director since Oct 2019; Audit Chair since Aug 2024 | Public company board leadership |
| Malta Inc. | Chair of the Board | Since Apr 2022 | Energy storage; governance leadership |
| Encino Acquisition Partners, LLC | Director; Chair of Board | Director since Nov 2019; Chair since Dec 2021 | Portfolio oversight |
| Women’s Global Leadership Conference in Energy & Technology | Founder & Board Member | Ongoing | Industry leadership |
| Brown University President’s Advisory Council (Economics) | Chair | Ongoing | Academic advisory |
| Houston Zoo; Texas Medical Center Board | Board roles | Ongoing | Community leadership |
Board Governance
- Independence: The Board assessed and determined that Ms. Pruner is independent under Nasdaq/SEC standards .
- Committees: Audit Committee member (financially literate and designated Audit Committee Financial Expert) and Governance Committee member .
- Attendance: In 2024, the Board held 5 meetings; Audit 8; Governance 1; all directors attended all Board and applicable committee meetings on which they served .
- Executive sessions: Non-management directors meet in executive session at each regular Board meeting; sessions are presided over by the Lead Director .
- Board composition: Majority independent; staggered classes; governance documents require committee independence .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non-employee director retainer |
| Audit Committee member retainer | $15,000 | Additional retainer for Audit Committee members (non-chair) |
| Total fees earned (cash) | $130,000 | Matches retainer + Audit membership |
| Equity grant (phantom Class A shares) | $142,749 grant-date fair value | Annual LTIP grant value increased to ~$145,000 in 2024 |
| Total director compensation | $272,749 | Cash + equity grant |
- 2024 compensation structure adjustments: Committee chair retainers (other than Audit Chair) increased to $20,000; director equity grant value increased from $125,000 to $145,000 to remain competitive .
- No meeting fees; reasonable expenses reimbursed; compensation allocated to PAA under omnibus arrangements .
Performance Compensation
| Award Type | Grant Date | Number of Phantom Class A Shares | Vesting | DERs |
|---|---|---|---|---|
| Annual LTIP (phantom shares) | Aug 2024 | 7,650 | Vests Aug 2025 (time-based) | DERs accrue; paid per program terms |
| Outstanding LTIP (prior grants) | Various (outstanding at 12/31/24) | 11,900 + 7,650 (total 19,550) | Vests Aug 2025 | Per award terms |
- No director performance metrics (e.g., TSR, EBITDA) apply to director equity; grants are time-based with defined vest dates; DERs provide distribution-equivalent cash flows .
Other Directorships & Interlocks
| Company | Relationship to PAGP | Potential Interlock/Conflict Notes |
|---|---|---|
| NRG Energy, Inc. | Unrelated to PAGP operations (power generation/retail) | No PAGP-related transactions disclosed |
| Malta Inc. | Private company; unrelated to PAGP’s midstream operations | No related party transactions disclosed |
| Encino Acquisition Partners, LLC | Private E&P; unrelated to PAGP governance | No related party transactions disclosed |
- Board considered transactions involving affiliates of other directors (EMG/EnCap) and maintained independence determinations for those directors; no similar transactions disclosed for Ms. Pruner .
Expertise & Qualifications
- Finance and accounting expertise; investment banking and CFO experience; energy industry knowledge across upstream/midstream .
- Audit Committee Financial Expert designation per Item 407 of Regulation S-K .
- Skills matrix marks for finance, governance, business development, industry experience, cybersecurity/IT, energy evolution .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 61,344 (less than 1%) | Excludes unvested phantom shares |
| Unvested phantom Class A shares | 19,550 outstanding (11,900 + 7,650) | Scheduled vesting Aug 2025 |
| Ownership guidelines | Directors: 5x annual cash retainer; comply within 5 years; hold-until-met | All current directors are on track or have met guidelines |
| Hedging/Pledging | Prohibited; no pledges by directors as of Mar 24, 2025 | Insider trading policies in place |
Governance Assessment
- Strengths: Independent director with deep energy finance experience; Audit Committee Financial Expert; 100% attendance indicating engagement; meaningful equity alignment with anti-hedging/pledging policies and ownership guidelines .
- Compensation mix: Balanced cash retainer plus time-based equity grant; no options or single-trigger CIC; aligns with investor preferences; director equity increased to remain competitive .
- Conflicts: No related-party transactions disclosed for Ms. Pruner; Board maintains conflicts committee framework and evaluated transactions tied to other directors (EMG/EnCap) without impacting independence .
- Investor confidence signals: ~98% Say-on-Pay support at the 2024 annual meeting, with active investor engagement on compensation and governance .
RED FLAGS: None disclosed specific to Ms. Pruner (no pledging, no related-party transactions, strong attendance). Ongoing vigilance warranted on external advisory affiliations, but no PAGP transactions with PWP/TPH were disclosed in 2024–2025 materials .