Chris Chandler
PLAINS GP HOLDINGSAbout Chris Chandler
Chris R. Chandler is Executive Vice President and Chief Operating Officer (COO) of Plains GP Holdings’ general partner, serving since March 2019 and bringing more than 30 years of energy industry experience, including senior strategy and midstream leadership roles at Phillips 66 . He is 53 years old (as of March 24, 2025) and has ~6 years of tenure as COO; prior to that, he was Senior Vice President—Strategic Planning and Acquisitions at Plains from May 2018 to March 2019 . Under the team’s stewardship, Plains delivered 2024 Adjusted EBITDA attributable to PAA of $2.779 billion (4% above guidance), Implied DCF per CUE of $2.49 (2% above guidance), and strong 2024 total returns of 21% (PAA) and 24% (PAGP) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plains GP/Plains All American | SVP — Strategic Planning & Acquisitions | May 2018 – Mar 2019 | Led acquisitions and strategic planning prior to promotion to COO |
| Phillips 66 | General Manager — Corporate Strategy | Not disclosed | Corporate strategy leadership shaping portfolio and long-term plans |
| Phillips 66 | General Manager — Midstream Commercial & Business Development | Not disclosed | Midstream commercial growth and BD leadership |
| Phillips 66 | Multiple leadership roles in refining | Not disclosed | Operations leadership across refining businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PAGP GP (general partner) | Executive Vice President & COO | Mar 2019 – Present | COO responsibilities across PAGP GP (dual role with GP LLC) |
Fixed Compensation
Multi-year summary compensation (USD) for Chris Chandler:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 550,000 | 600,000 | 600,000 |
| Stock Awards ($) | 4,081,569 | 1,485,999 | 1,863,162 |
| Non-Equity Incentive Plan Compensation ($) | 1,730,000 | 1,340,000 | 1,325,000 |
| All Other Compensation ($) | 19,140 | 20,640 | 21,540 |
| Total ($) | 6,380,709 | 3,446,639 | 3,809,702 |
2024 base salary and bonus target:
| Component | 2024 Value |
|---|---|
| Base salary | $600,000 |
| Bonus target (% of base) | 150% (target $900,000) |
Performance Compensation
2024 Annual Bonus – Company and Individual Metrics
| Metric | Weight | Target | Actual | Payout % | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA attributable to PAA ($mm) | 40% | 2,675 | 2,779 | 152% | 61% |
| Implied DCF per CUE ($/unit) | 40% | 2.44 | 2.49 | 127% | 51% |
| Safety (TRIR) | 10% | 0.25 | 0.25 (25 bps reduction) | 75% | 7.5% |
| Environmental (FRR) | 10% | 15 | 19 (25 bps increase) | 89% | 8.9% |
| Company subtotal | 60% | — | — | — | 128% |
| Individual performance (Chandler) | 40% | — | — | 175% | — |
| Indicative total payout vs. target | — | — | — | ~147% (0.6×128% + 0.4×175%) |
Chandler’s 2024 individual highlights included leadership with no Tier 1/2 process safety events, record safety, automation/optimization initiatives, progress on PFS Phase 1 debottlenecking (completion targeted 2Q25), wax crude projects, cost optimization, NGL opportunity capture, and community engagement—driving a 175% individual score .
Long-Term Incentives (LTI)
2024 annual LTI grant and structure:
| Component | Units Granted | Weighting | Performance Period | Vesting Date | Notes |
|---|---|---|---|---|---|
| Time-based phantom units | 71,550 | 50% | — | Aug 2027 | DERs accrue 1 year, then paid quarterly until vest |
| Performance-based phantom units | 71,550 | 50% | 3 years to 6/30/2027 | Aug 2027 | Metrics: Relative TSR (with negative TSR modifier) and cumulative DCF per CUE (with leverage modifier); payout 0–200% |
Vesting outcome of 2021 LTI grant (paid in 2024):
| Grant Year | Vest Date | TSR Payout | DCF/CUE Payout | Total Payout | Units Vested | Value Realized ($) |
|---|---|---|---|---|---|---|
| 2021 | Aug 2024 | 157% (rank 4/15) | 200% (DCF/CUE = $6.93) | 139% overall | 167,378 | 2,853,795 |
2024 LTI target size (as % of base salary): COO 425% (target $2,550,000; units at $17.82 VWAP) .
Equity Ownership & Alignment
- Beneficial ownership: Chandler beneficially owns 355,705 voting-equivalent PAA units (via the Class C “pass-through” voting mechanism); Class A/B share ownership not disclosed for Chandler in 2025 table; percentage less than 1% .
- Outstanding unvested equity (12/31/2024): 250,000 special phantom units (both time-based and performance-based) plus 89,350, 65,825, and 71,550 splits across time/performance tranches; aggregate market values shown at $17.08/unit .
- Ownership guidelines: Executives must hold PAA/PAGP equity equal to 3x base salary for EVPs; “hold-until-met” applies; all executives on track or met by Nov 2025 .
- Hedging/pledging: Prohibited; no pledges by directors/NEOs as of March 24, 2025 .
Employment Terms
Potential payments upon termination or change in control (as of 12/31/2024):
| Scenario | Salary/Bonus | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Death | — | 13,840,778 | 13,840,778 |
| Disability | — | 13,840,778 | 13,840,778 |
| Company without Cause | — | 11,993,257 | 11,993,257 |
| Good Reason | — | — | — |
| In connection with Change in Control or Retirement | — | 16,284,926 | 16,284,926 |
Program features:
- No single-trigger change-in-control protections in LTIP grants .
- Clawback policy: mandatory recovery for material financial restatements; discretionary recovery for detrimental conduct (updated Nov 2023 to conform with Nasdaq rules) .
- Perquisites: none significant; 401(k) provided; no pension or nonqualified deferred comp .
Investment Implications
- Pay-for-performance alignment: 80%+ of NEO comp is variable/at risk; bonus tied to Adjusted EBITDA, DCF per CUE, TRIR/FRR, and individual performance; LTI metrics directly align with TSR and DCF per CUE with risk-mitigating modifiers .
- Execution and value creation: 2024 exceeded EBITDA/DCFCUE targets, maintained leverage at ~3.0x and earned Moody’s upgrade, expanded Permian contracts/dedicated acreage, and executed accretive bolt-ons—supporting higher bonus payouts and strong unitholder returns (21% PAA; 24% PAGP) .
- Retention and selling pressure: Substantial unvested phantom units and “hold-until-met” ownership requirements, coupled with anti-hedging/pledging policies, reduce near-term selling pressure and enhance retention .
- Red flags and risks: Adjustments to certain pre-pandemic retention grants for COO/CCO after investor engagement warrant monitoring (award modifications can be shareholder-sensitive), and safety/environment metrics included discretionary adjustments due to motor vehicle fatalities and FRR above target . Overall design excludes single-trigger CIC and excise tax gross-ups, supporting governance quality .
Net takeaway: Chandler’s incentives are tightly coupled to Plains’ cash flow generation, safety/environmental performance, and relative TSR—signaling strong alignment with investor value creation. The sizable unvested equity and ownership policy support retention, while prior award modifications and safety incidents remain areas to watch for governance and operational risk .