Ellen DeSanctis
PLAINS GP HOLDINGSAbout Ellen R. DeSanctis
Independent Class I director of PAGP since August 2022; age 68. Former Senior Vice President of Corporate Relations at ConocoPhillips (2012–2022), responsible for investor relations, corporate communications, and charitable programs. Education: BA in Geological & Geophysical Sciences (Princeton) and MBA (UCLA). Current external role: Senior Counselor at H/Advisors Abernathy (since Sep 2024). Core credentials: financially literate Audit Committee member; engineering/operations background; extensive upstream/midstream stakeholder engagement experience .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| ConocoPhillips | Senior Vice President, Corporate Relations (IR, communications, charitable programs) | 2012–2022 | Executive leadership of IR and strategic communications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| H/Advisors Abernathy | Senior Counselor | Since Sep 2024 | Advisory role in corporate communications/IR |
| SilverBow Resources, Inc. | Director | Nov 2023–Aug 2024 | Former public board service |
Board Governance
- Independence: Board determined DeSanctis is independent under Nasdaq/SEC standards .
- Committee assignments: Audit Committee (member); HSES Committee (member). Audit members are financially literate; Audit chair is Victor Burk; HSES chair is Lawrence Ziemba .
- Attendance/engagement: 2024 attendance was 100% for all directors at Board and applicable committee meetings; Board met 5x, Audit 8x, HSES 4x in 2024 .
- Board structure context: Unified board over PAGP/PAA; Lead Director rotates to John Raymond effective Jun 1, 2025 (from Bobby Shackouls) .
- Executive sessions: Non‑management directors meet in executive session at each regular Board meeting .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer | Standard non‑employee director retainer | $115,000 |
| Committee/member fees | Audit Committee member additional retainer | $15,000 |
| Total fees earned (cash) | 2024 actual fees earned | $130,000 |
| Equity award (PAGP phantom Class A shares) | Annual grant value at grant-date fair value | $142,749 |
| Equity award units | Phantom Class A shares granted Aug 2024 | 7,650 |
| Vesting | Annual director LTIP vests on Aug 2025 distribution date; includes DERs | As stated |
Notes:
- In Feb 2024, Board increased non‑Audit chair retainers to $20,000 and raised annual equity value to $145,000 for non‑employee directors to stay market competitive .
Performance Compensation
- Director equity awards are time‑based phantom Class A shares (not performance‑based); no stock options are used for directors .
| Grant Date | Instrument | Units | Grant-Date Fair Value | Vest Date | DERs |
|---|---|---|---|---|---|
| Aug 2024 | PAGP phantom Class A shares | 7,650 | $142,749 | Aug 2025 distribution date | Included per plan |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Flag |
|---|---|---|---|
| SilverBow Resources, Inc. | Director (former) | None disclosed with PAGP/PAA | None disclosed |
- Related‑party/affiliated transactions disclosed by PAGP involved entities associated with two other directors (EMG/EnCap); Board concluded these did not impact those directors’ independence. No transactions were disclosed involving DeSanctis .
Expertise & Qualifications
- Financial literacy and Audit Committee experience; Audit Committee formally affirmed members’ financial literacy .
- Engineering/operations background (early career at Shell); extensive upstream/midstream stakeholder strategy, IR and communications leadership; international and industry experience per Board skills matrix .
- ESG/HSES oversight experience via HSES Committee membership .
Equity Ownership (Alignment)
| Item | Detail |
|---|---|
| Beneficial ownership (PAGP Class A) | 29,450 shares; less than 1% of class |
| Unvested director LTIP (phantom Class A) | 7,650 units outstanding; vest Aug 2025 |
| Pledging/Hedging | Company prohibits pledging and hedging by directors/officers; no Class A or B shares were pledged by directors/NEOs as of Mar 24, 2025 |
| Stock ownership guidelines | Directors required to hold 5x annual cash retainer; “hold‑until‑met” on vested shares; DeSanctis compliance date Aug 2027; directors are on track or have met guidelines |
Governance Assessment
- Strengths for investor confidence:
- Independent director with Audit and HSES oversight; 100% attendance in 2024; financially literate per committee determinations .
- Direct alignment via equity retainer (phantom shares with DERs) and robust ownership policy (5x retainer; hold‑until‑met), plus anti‑hedging/pledging controls .
- No disclosed related‑party transactions or conflicts involving DeSanctis; Board affirmed her independence .
- Considerations:
- Director equity is time‑based (no performance metrics), which is standard for board pay but places emphasis on tenure/retention over performance conditions; mitigated by ownership guidelines and DER structure .
- Broader say‑on‑pay context is supportive (≈98% approval at 2024 meeting), reflecting positive investor sentiment on compensation governance generally at Plains; not director‑specific but signals overall governance acceptance .
RED FLAGS: None identified for DeSanctis (no low attendance, no pledging, no related‑party exposure disclosed) .