Bobby Shackouls

About Bobby S. Shackouls

Bobby S. Shackouls, age 74, is an independent director at PAGP; he has served on the board since January 2014 and as Lead Director since January 2020, with the Lead Director role transitioning to John Raymond effective June 1, 2025 . He previously served as Chairman and CEO of Burlington Resources and sat on the ConocoPhillips board until May 2011, bringing extensive energy-industry leadership and governance experience to PAGP .

Past Roles

External Roles

Board Governance

• Committee assignments (current and scheduled transitions):
  • Governance Committee: Chair currently; John Raymond will become Chair effective June 1, 2025; Shackouls will remain on the committee .
  • Compensation Committee: Member currently; Shackouls will become Chair effective June 1, 2025 (Raymond stepping down as Chair but remaining on the committee) .
  • Lead Independent Director: Lead Director through May 31, 2025; rotation to John Raymond begins June 1, 2025, consistent with board refreshment practices .
• Independence: Board determined Shackouls is independent under Nasdaq and SEC rules .
• Attendance: In 2024, all directors attended all Board and applicable committee meetings on which they served (Board: 5; Audit: 8; Compensation: 2; Governance: 1; HSES: 4) .
• Lead Director responsibilities (while in role): Presides over executive sessions of non-management directors; collaborates on agendas; liaison between independent directors and Chair/CEO to ensure information flow and oversight quality .

Fixed Compensation

Policy context for non-employee directors (effective 2024):

• Annual cash retainer: $115,000; Lead Director additional $35,000; committee chair retainers: $20,000 (non-Audit), Audit Chair $30,000; Audit Committee member retainer $15,000; equity awards increased to ~$145,000 market value in 2024 (from $125,000) to stay competitive .

Performance Compensation

Compensation Committee metrics Shackouls helps oversee (for NEO incentives):

Long-term incentive metrics (for NEOs; 2024 grants):

• Relative TSR over 3 years (to June 30, 2027), with negative TSR modifier; 50% weighting .
• Cumulative DCF per CUE target $7.75 over 3 years, with leverage modifier; 50% weighting .

Say-on-Pay signal:

• ~98% approval at 2024 annual meeting; consistent high support over last four years (~98% average), a positive governance and pay-for-performance signal .

Other Directorships & Interlocks

Board independence review noted transactions with EMG (Raymond) and EnCap (Petersen) but Board concluded independence maintained; no such related-party transactions disclosed for Shackouls .

Expertise & Qualifications

• Board’s skills matrix attributes for Shackouls include public company experience; finance/accounting; business development/strategy; governance/legal; operations/technical; industry experience; international exposure .

Equity Ownership

Ownership alignment and controls:

• Director equity ownership guidelines: 5x annual cash retainer; compliance expected within 5 years; all current directors are on track or compliant by scheduled dates (most by Nov 2025) .
• Prohibitions: Directors/officers are prohibited from hedging or pledging company securities; insider trading policy in place .

Insider trades (Form 4) recent activity:

Note: These transactions align with vesting of the 11,900 and 7,650 phantom Class A shares outstanding for directors, with vesting scheduled on the August 2025 distribution date .

Governance Assessment

• Strengths:
  • Experienced Lead Director through May 2025; deep energy sector leadership; effective committee rotation planning enhances board refreshment (Lead Director rotation and committee chair transitions on June 1, 2025) .
  • Full attendance in 2024 indicates strong engagement; independence affirmed by Board .
  • Robust ownership alignment (5x retainer guideline), clawback policy, anti-hedging/pledging, and transparent incentive frameworks overseen by Compensation Committee (where Shackouls will chair) support investor confidence .
  • High say-on-pay support (~98%) signals market acceptance of pay design and governance .
• Watch items:
  • Role transitions (Lead Director and committee chairs) necessitate monitoring for continuity in oversight and pay practices; however, planned transitions/redundancy suggest smooth handover .
  • Safety and environmental metrics showed mixed results (TRIR at target but FRR above target); Compensation Committee applied discretion; continued focus on HSES oversight warranted .

Director Compensation Structure Detail (Context for Board Oversight)

Non-employee directors receive long-term equity awards (phantom Class A shares) that vest on the August 2025 distribution date, with accelerated vesting for death/disability or certain board departure scenarios; outstanding awards granted prior to 2022 vest four years after grant .

Related Party Transactions and Conflicts

• The Board reviewed transactions related to EMG (Raymond) and EnCap (Petersen) and concluded independence remained intact; no related-party transactions involving Shackouls were disclosed .

Compensation Committee Analysis

• Current/transition composition: Raymond (Chair), Petersen, Shackouls; Shackouls becomes Chair June 1, 2025; committee members assessed as independent under Nasdaq/SEC standards; Meridian engaged as independent consultant since 2019 .
• Program features overseen: Strong emphasis on variable/at-risk pay; formulaic annual bonuses; 50% performance-based LTIP with TSR and DCF/CUE metrics; clawback policy aligned with Nasdaq requirements .