Harry Pefanis
PLAINS GP HOLDINGSAbout Harry N. Pefanis
Harry N. Pefanis, age 67, is President and Director of PAGP GP and GP LLC (since March 2021) and has served on the PAGP GP Board since February 2017; he will retire as President effective June 1, 2025 and then serve as Senior Advisor to the CEO through the 2028 annual meeting . He is classified as “Not Independent” and holds no Board committee assignments . In 2024, all directors (including Pefanis) attended all Board and applicable committee meetings; the Board met 5 times, Audit 8, Compensation 2, Governance 1, HSES 4 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAA GP LLC (Plains All American) | President & COO | 1998–2017 | Senior operating leadership since PAA’s formation |
| PAGP GP | President & COO | 2013–2017 | Senior operating leadership |
| PAGP GP/GP LLC | President & Chief Commercial Officer | Jan 2018–Mar 2021 | Commercial leadership prior to becoming President |
| Plains Resources | EVP—Midstream | May 1998–May 2001 | Midstream leadership |
| Plains Resources | Various roles (SVP; VP Products Marketing; Manager Products Marketing; Special Assistant Corporate Planning) | 1983–1998 | Progressive operating and commercial roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oasis Midstream Partners, L.P. | Director | Jul 2018–Feb 2022 | Public company board experience |
| Memorial Hermann Foundation | Director | Ongoing | Community/health system engagement |
| University of Oklahoma Foundation | Trustee | Ongoing | Academic foundation governance |
Board Governance
- Status: Not Independent; Company employee; Committees: None .
- Class: Standing for election as Class II Director at the 2025 Annual Meeting (term to 2028) .
- Attendance: 100% attendance by all directors in 2024 across Board/committees .
- Lead Director/Structure: Combined CEO/Chair model with independent Lead Director; non-management executive sessions at each regular meeting .
- Skills: Finance/Accounting, Strategy/Commercial, Governance/Legal, Operations/Technical, Industry Experience, International .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $600,000 | $600,000 |
| Director Cash Retainer ($) | Not separately compensated as director | Not separately compensated as director | Not separately compensated as director |
Notes:
- Employment Agreement: Initial 3-year term began June 30, 2001; auto-extends annually to reset to 3 years unless notice given; upon retirement (effective June 1, 2025), amended to Senior Advisor through 2028 annual meeting with $325,000 annual base salary .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target Bonus (% of Base) | 200% | 200% | 200% |
| Actual Bonus Paid ($) | $2,105,000 | $1,425,000 | $1,405,000 |
| LTIP Target (% of Base) | 500% (n/a by request) | 500% (n/a by request) | 500% (n/a by request) |
| Equity Awards Granted | None (requested non-participation) | None (requested non-participation) | None (requested non-participation) |
2024 Annual Incentive Framework and Outcomes:
| Company Performance Metrics (60% weight) | Weight | Threshold | Target | Max | Actual Result | Payout % | Weighted % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA attributable to PAA ($mm) | 40% | $2,475 | $2,675 | $2,875 | $2,779 | 152% | 61% |
| Implied DCF/CUE ($) | 40% | $2.26 | $2.44 | $2.62 | $2.49 | 127% | 51% |
| Safety (TRIR) | 10% | 0.36 | 0.25 | 0.14 | 0.25 | 75% (after -25 bps) | 7.5% |
| Environmental (FRR) | 10% | 26 | 15 | 4 | 19 | 89% (after +25 bps) | 8.9% |
| Company Score Subtotal | — | — | — | — | — | 128% | — |
Individual Performance (40% weight): Pefanis’ individual score capped at 100% by his request; combined with the 128% company score, his total payout equaled 117% of target (actual bonus $1,405,000 on a $1,200,000 target) .
Clawback & Risk Mitigation:
- Clawback triggers include material financial restatement (mandatory recovery) and detrimental conduct causing significant harm (discretionary recovery/forfeiture) per amended policy (Nov 2023) .
- Long-term incentive grants generally feature “double-trigger” change-in-control vesting; Mr. Pefanis requested no LTIP participation in reporting years .
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Notes |
|---|---|---|---|---|
| Oasis Midstream Partners, L.P. | Midstream | Director | Jul 2018–Feb 2022 | Public MLP board experience |
| Memorial Hermann Foundation | Health System | Director | Ongoing | Non-profit governance |
| University of Oklahoma Foundation | Academic | Trustee | Ongoing | Foundation governance |
- Related transactions noted in 2024–2025 involved entities affiliated with other directors (EMG/Raymond, EnCap/Petersen); no specific related-party transaction disclosed for Pefanis .
Expertise & Qualifications
- Board skills include finance/accounting, strategy/commercial, governance/legal, operations/technical, industry experience, international .
- Extensive operational and commercial leadership at Plains since formation; prior midstream and products marketing experience .
Equity Ownership
| Security Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| PAGP Class A | 1,108,653 | Less than 1% | |
| PAGP Class B | 2,268,988 | 6.5% | |
| PAGP Class C | 420,194 | Less than 1% | Pass-through voting mechanism details per structure |
- Ownership Guidelines: President and Director required to hold 5x base salary/retainer; “hold-until-met” applies; compliance date for current executives/directors is November 2025 (some later dates for specific directors); all are on track or have met guidelines .
- Anti-hedging/pledging: Hedging and pledging prohibited; no pledges by directors/NEOs as of March 24, 2025 .
- Outstanding awards: None for Pefanis; no unvested or performance awards reported .
Governance Assessment
- Independence/Conflicts: As a current executive (President) and co-founder with substantial equity, Pefanis is “Not Independent”; he holds no committee roles, which limits direct influence on Audit/Comp/Governance oversight. Governance documents require majority independent directors and permit conflicts committees composed of independent directors to address conflicts—mitigating risks of management influence in conflict situations .
- Attendance/Engagement: Full attendance reported across Board/committees in 2024 suggests high engagement; however, lack of committee membership reduces direct oversight contributions in key areas .
- Pay-for-Performance Alignment: Cash compensation ties to formulaic company metrics (Adjusted EBITDA, DCF/CUE, safety/environmental) with an individual cap requested by Pefanis; his non-participation in LTIP reduces long-term equity alignment yet he maintains significant personal equity stakes, partially offsetting this alignment gap .
- Contract Terms: Legacy employment agreement includes robust severance provisions (e.g., 3x base + highest bonus on voluntary termination within three months of change in control) and continued benefits; while standard for long-tenured executives, such terms can be seen as investor-unfriendly if triggered, though clawback and independence safeguards exist elsewhere in governance .
- RED FLAGS:
- Not Independent director with executive role; potential conflicts inherent in management presence on the Board .
- Legacy change-in-control severance provisions with single-trigger component tied to voluntary termination within three months of a change in control (though conditional waivers applied for prior transactions) .
- Non-participation in LTIP reduces explicit long-term incentive alignment; reliance shifts to existing equity holdings and ownership guidelines .
Overall signal: Pefanis brings deep operating expertise and significant equity ownership but is not independent and does not serve on committees; governance frameworks (majority independent Board, conflicts committee, clawback, ownership guidelines) are important mitigants for potential conflicts of interest associated with his executive/board dual role .