Greg Armstrong
PLAINS GP HOLDINGSAbout Greg L. Armstrong
Greg L. Armstrong, age 66, is a Class III director of PAGP (term expires 2027) and serves concurrently as Senior Advisor to the CEO, having previously been PAGP Chairman (2013–2019) and CEO (2013–2018) and CEO of PAA’s GP from formation in 1998 until 2018 . He is not independent (former senior management) and holds no committee assignments; the Board reported 100% attendance by all directors at Board and applicable committee meetings in 2024 (five Board meetings) . He continues as Senior Advisor and director through the 2027 annual meeting under an amended May 2024 employment agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains GP Holdings (PAGP) | Chairman of the Board | 2013–2019 | Led governance through simplification era . |
| Plains GP Holdings (PAGP) | Chief Executive Officer | 2013–Oct 2018 | Oversaw strategy and operations . |
| PAA GP LLC (PAA’s GP) | Chief Executive Officer | 1998–Oct 2018 | Foundational leadership from PAA’s formation . |
| Plains Resources Inc. | President, CEO, Director | 1992–May 2001 | Senior leadership; earlier roles 1981–1992 . |
| Federal Reserve Bank of Dallas | Director (retired as Chair) | 2015–2021 | External policy/governance experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NOV, Inc. (public) | Lead Director | Current | Public company board leadership . |
| Memorial Hermann Health System | Chair of the Board | Current | Health system board chair . |
| Houston Zoo | Director | Current | Community/non-profit leadership . |
| SMU Maguire Energy Institute | Advisory Board Member | Current | Energy policy/education advisor . |
| Baker Institute; Veriten | Advisory roles | Current | Energy thought leadership . |
| National Petroleum Council | Past Chairman | Historical | Industry leadership . |
Board Governance
- Status: Not Independent (former management); currently no Board committee assignments .
- Class/Term: Class III; term expires 2027 .
- Attendance: All directors, including Armstrong, attended 100% of Board and applicable committee meetings in 2024; Board met 5 times .
- Executive Sessions/Lead Director: Non-management executive sessions occur each regular meeting, led by the Lead Director (role rotates to John Raymond effective June 1, 2025) .
Fixed Compensation
| Year/Element | Amount | Notes |
|---|---|---|
| 2024 Salary (Senior Advisor + Director) | $293,750 | Employee compensation; paid as Senior Advisor who also serves as director. |
| 2024 Other Compensation | $18,465 | 401(k) match and group term life premiums. |
| 2024 Director LTIP/Stock Awards | $0 | Armstrong does not hold any director LTIP awards. |
| 2025 Annual Base Salary (per amended agreement) | $325,000 | Employment agreement amended and restated May 2024; term through 2027 annual meeting. |
Context for non-employee directors (for benchmarking): 2024 cash retainer $115,000; additional retainers: Lead Director $35,000, Audit Chair $30,000, other committee chairs $20,000, Audit members $15,000; 2024 director LTIP grant ≈$145,000 in PAGP phantom Class A shares (vesting August 2025) .
Performance Compensation
| Element | Metric(s) | Target/Structure | Outcome |
|---|---|---|---|
| Director equity/PSUs | N/A | No director LTIP or performance awards for Armstrong | None disclosed . |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| NOV, Inc. | Public | Lead Director | No PAGP-related transactions disclosed . |
| Memorial Hermann Health System | Non-profit | Chair | Governance role; no PAGP-related transactions disclosed . |
Related-party screening notes:
- 2024–2025 related-party transactions disclosed involve entities associated with EMG (John Raymond) and EnCap (Gary Petersen); the Board determined these did not affect those directors’ independence. No transactions were disclosed involving Armstrong .
Expertise & Qualifications
- Public company governance, finance/accounting, strategy/commercial, governance/legal, operations/technical, industry expertise, and international experience (as shown in the Director Skills Matrix and biography) .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| PAGP Class A Shares | 1,865,812 | * | Included in combined voting structure calc . |
| PAGP Class B Shares | 4,492,268 | 12.8% | Significant legacy/economic alignment . |
| PAGP Class C Shares | 1,508,418 | * | Class C are non-economic pass-through voting interests . |
| Combined Voting (A, B, C) | — | 1.0% | Percent of consolidated voting structure . |
| Plains AAP, L.P. Class A LP Interest | — | 1.9% | Ownership of GP-level interest in AAP . |
Additional alignment safeguards and policies:
- Ownership Guidelines: Directors expected to hold securities equal to 5× annual cash retainer; company states all current executive officers and directors are either on track to meet or have met guideline deadlines; “hold-until-met” applies .
- Anti-Hedging/Pledging: Directors and officers prohibited from hedging or pledging; no PAGP Class A or Class B shares were pledged by directors/NEOs as of March 24, 2025 .
Governance Assessment
-
Positive signals
- Deep institutional knowledge as former Chairman/CEO and long-time industry leader; brings board-level strategy, finance, and operating expertise .
- Strong ownership alignment via substantial Class A and Class B holdings; anti-hedging/pledging policies reduce misalignment risk .
- Full Board meeting attendance in 2024 supports engagement .
-
Risk indicators and potential red flags
- Not Independent and concurrently employed as Senior Advisor while serving as director; dual role can constrain board independence and oversight optics .
- No committee assignments reduces direct influence on key oversight (Audit, Compensation, Governance, HSES) despite seniority .
- Long-tenured insider with significant influence; continued advisory employment through 2027 amplifies potential perceived conflicts, though no Armstrong-related related-party transactions were disclosed .
-
Overall read-through for investor confidence
- Armstrong’s experience and ownership are alignment positives, but independence and dual-role optics warrant monitoring. Absence from committees and lack of director equity awards (vs. standard non-employee director mix) suggest his compensation is primarily fixed cash via employment rather than at-risk director equity, which investors may view as less performance-linked, partly offset by his large legacy equity stake .
No Armstrong-specific related-party transactions, pledging, or hedging were disclosed in the latest proxy. The Company outlines conflicts review processes and a conflicts committee mechanism when warranted .