Gary Petersen
PLAINS GP HOLDINGSAbout Gary R. Petersen
Gary R. Petersen (age 78) is an independent director of Plains GP Holdings’ general partner (PAGP GP), serving since November 2016, and previously served on Plains All American Pipeline’s (PAA) general partner board from 2001–2016. He is Managing Partner and co‑founder of EnCap Investments (1988), holds BBA and MBA degrees in finance from Texas Tech University, and has over 35 years of energy sector experience including prior roles in energy banking and corporate finance . He is standing for re‑election as a Class II director at the May 21, 2025 annual meeting with a term through 2028 if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains All American Pipeline GP (PAA GP) | Director | Jun 2001–Nov 2016 | Board oversight of PAA |
| RepublicBank Corporation (Energy Banking Group) | SVP & Manager, Corporate Finance Division | Not disclosed (prior to 1979) | Energy finance leadership |
| Nicklos Oil & Gas Company | EVP & Board Member | 1979–1984 | Executive leadership |
| U.S. Army | First Lieutenant (Finance Corps); Army Security Agency Officer | 1970–1971 | Military finance/discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnCap Investments LP | Managing Partner; Co‑founder | 1988–present | Private equity, energy investing |
| EV Energy Partners, L.P. | Director | Sep 2006–Jun 2018 | Board oversight |
| Memorial Hermann Health System | Director | Not disclosed | Non‑profit governance |
| Houston Museum of Natural Science | Director | Not disclosed | Non‑profit governance |
| The Council on Recovery | Trustee | Not disclosed | Non‑profit governance |
Board Governance
- Committee memberships: Compensation Committee member; Governance Committee member .
- Chair roles: Not chair; Compensation Committee chaired by John T. Raymond until June 1, 2025, then by Bobby S. Shackouls; Governance Committee chaired by Bobby S. Shackouls until June 1, 2025, then by John T. Raymond .
- Independence: Board determined Petersen is independent under Nasdaq/SEC standards; Board considered transactions with EnCap and concluded they do not impact his independence .
- Attendance: In 2024, all directors attended all Board and applicable committee meetings; Board met 5 times, Audit 8, Compensation 2, Governance 1, HSES 4 .
- Election/tenure: Class II director standing for election in 2025 to serve until 2028 if elected .
Fixed Compensation (Director; 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $115,000 |
| Committee chair/member fees | None indicated for Petersen; base retainer only |
| Total cash fees | $115,000 |
Notes:
- Non‑employee director cash framework in 2024: $115,000 annual retainer; Audit chair $30,000; other committee chairs $20,000; Audit members $15,000; Lead Director $35,000 .
Performance Compensation (Director LTIP; 2024 and Outstanding)
| Grant/Status | Shares/Value | Grant Date | Vesting | Terms |
|---|---|---|---|---|
| 2024 annual LTIP (phantom Class A shares) | 7,650 shares (~$145,000 market value at grant) | Aug 2024 | August 2025 distribution date | Pays in PAGP Class A on 1:1; includes DERs; time‑based |
| Outstanding LTIP (as of 12/31/2024) | 19,550 phantom Class A shares total (7,650 + 11,900) | Various (includes 2023/2024) | August 2025 distribution date | Pre‑2022 grants vest four years post‑grant; standard accelerated vesting on death/disability; retirement or non‑re‑election (unless removal for “Cause”) |
Director Compensation Summary (2024)
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Gary R. Petersen | 115,000 | 142,749 | — | 257,749 |
Compensation policy/adjustments:
- 2024 increase: annual director equity award value raised to ~$145,000; non‑Audit committee chair retainer increased to $20,000 (from $15,000) .
Other Directorships & Interlocks
- Public company boards: EV Energy Partners, L.P. (Director, 2006–2018) .
- Private equity interlock: Associated with EnCap; the company has engaged in transactions with EnCap‑affiliated entities; in January 2025, three transactions with EMG/EnCap‑related companies for purchase of assets and securities; Board reviewed and determined these do not impact independence .
- Non‑profit boards: Memorial Hermann Health System; Houston Museum of Natural Science; The Council on Recovery .
Expertise & Qualifications
- Skills matrix: Finance/Accounting; Business Development/Strategy/Commercial; Governance/Government Relations/Legal; Industry Experience; Private Equity; International .
- Biography highlights: Managing billions in energy investments; extensive energy cycle knowledge; energy banking; executive leadership .
Equity Ownership
| Holding | Amount | % of Class | Notes |
|---|---|---|---|
| PAGP Class A shares beneficially owned | 48,594 | Less than 1% | Footnote indicates <1% holdings; excludes shares issuable upon exchange of Class B due to cash‑settle option |
| PAA units beneficially owned | 68,200 | Less than 1% | Aggregate directors/EO holdings also disclosed |
| Unvested phantom Class A shares (LTIP) | 19,550 | N/A | Vests August 2025 |
| Pledging status | None pledged (policy prohibits pledging) | — | Anti‑hedging and anti‑pledging policies in place |
Ownership alignment:
- Director equity ownership guidelines: Directors expected to hold securities equal to 5x the annual cash retainer; compliance date November 2025 for current directors (except McCarthy Aug 2026; DeSanctis Aug 2027); “hold until met” requirement applies to units/shares acquired upon vesting .
Governance Assessment
-
Positive signals:
- Independence affirmed despite EnCap‑related business transactions (Board concluded no impact) .
- 100% meeting attendance in 2024 across Board and applicable committees; active engagement including frequent compensation/governance discussions .
- Strong alignment policies: 5x director ownership guideline; anti‑hedging/anti‑pledging; clawback policy (executives) .
- Disciplined committee structure and planned leadership succession on Compensation and Governance Committees effective June 1, 2025 .
-
Potential RED FLAGS / monitoring items:
- Related‑party exposure: Ongoing transactions with EnCap‑affiliated companies (January 2025 asset/securities purchases) — independence maintained, but continued oversight warranted given private equity affiliations .
- Concentration of sector ties: Private equity and energy network interlocks can pose perceived conflicts; conflicts committee framework exists for case‑by‑case review .
-
Compensation mix and alignment:
- Director pay balances cash retainer ($115k) and equity ($142,749) via phantom shares with near‑term vesting; no performance metrics are attached to director equity, which is typical but merits consideration relative to pay‑for‑performance philosophy applied to executives .
-
Board effectiveness:
- Skills breadth (finance, industry, private equity) and long‑tenured sector experience support strategy and capital allocation oversight; continued refresh and committee leadership rotation enhance governance quality .
Appendix: Committee Assignments Snapshot
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Compensation | Petersen; Raymond (Chair until 6/1/2025); Shackouls | Raymond → Shackouls effective 6/1/2025 | Independent members per charter; Meridian engaged since 2019 |
| Governance | Petersen; Shackouls (Chair until 6/1/2025); McCarthy; Pruner | Shackouls → Raymond effective 6/1/2025 | Oversees board assessment, succession, evaluations |
| Audit | Not a member | Burk (Chair) | Financial literacy and ACFE qualifications disclosed |
Quotes and disclosures are drawn from Plains GP Holdings’ 2025 DEF 14A proxy statement: bio/skills and director nomination , independence determination and related‑party transactions , meeting attendance , committee structures and chairs , director compensation and LTIP details , ownership guidelines and anti‑hedging/pledging policies , beneficial ownership and pledging status .