John Raymond

About John T. Raymond

John T. Raymond, age 54, is an independent director of PAGP GP since October 2013 (previously a director of PAA’s general partner from December 2010 to November 2016). He founded and is majority owner of The Energy & Minerals Group (EMG), a private equity manager focused on global natural resources; as of September 30, 2023 EMG had approximately $14 billion AUM with ~$12 billion committed to energy since inception. He holds a BSM from Tulane (finance and accounting) and has deep upstream and midstream experience, including prior executive roles at Plains Resources, Plains Exploration, Kinder Morgan, Ocean Energy, and vice president at Howard Weil. He will assume PAGP Lead Director effective June 1, 2025.

Past Roles

External Roles

Board Governance

• Independence: Board determined Raymond is independent under Nasdaq/SEC standards; transactions with EMG were considered and deemed not to impair independence.
• Committee assignments: Compensation Committee chair (members: Raymond, Petersen, Shackouls); effective June 1, 2025, Shackouls becomes chair and Raymond remains a member.
• Lead Director: Raymond will assume Lead Director role June 1, 2025; responsibilities include presiding over non-management sessions, collaborating on agendas, and serving as liaison between non-management directors and Chair/CEO.
• Governance Committee: Effective June 1, 2025, Raymond will join as Chair (succeeding Shackouls); committee oversees governance structure, evaluations, and succession planning.
• Attendance and engagement: In 2024, Board met 5 times; Audit 8; Compensation 2; Governance 1; HSES 4. All directors attended all Board and applicable committee meetings; non-management directors meet in executive session with each regular Board meeting.
• Compensation consultant: Meridian Compensation Partners engaged since 2019 for independent advice and peer studies.
• Conflicts oversight: Governance Guidelines require disclosure and resolution by disinterested directors; partnership agreements permit formation of “conflicts committee” for related-party matters.

Committee Membership Snapshot (current and changes)

Fixed Compensation

• Policy changes (Feb 2024): Committee chair retainers (non-Audit) increased by $5,000 to $20,000; annual director equity award value increased by $20,000 to $145,000.
• Cash retainer structure (2024): Annual director retainer $115,000; Audit Chair +$30,000; other Audit members +$15,000; non-Audit committee chairs +$20,000; Lead Director +$35,000.
• Raymond’s 2024 cash fees and equity: Fees earned $133,750; stock awards (grant-date fair value) $142,749; total $276,499.

Performance Compensation

• Structure: Non-employee director equity is time-based phantom Class A shares; vesting typically on the next August distribution date following grant; includes DERs; full vest on death/disability or certain retirement/removal events (unless removal for “Cause”). No performance metrics disclosed for director equity.
• 2024 Awards: ~7,650 phantom Class A shares granted to each non-employee director; market value targeted at ~$145,000; Raymond’s grant fair value recorded at $142,749.

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix flags: Public company experience; finance/accounting; business development/strategy; governance/legal; operations/technical; industry; private equity; international; energy evolution.
• Board qualifications narrative emphasizes upstream/midstream asset management experience.

Equity Ownership

• Beneficial holdings (as of March 24, 2025): 295,844 Class A shares; 11,458,736 Class B shares (32.6% of Class B outstanding); 21,978,875 Class C shares. Combined voting percentage 4.4%.
• Ownership vehicles: Sole member of Lynx Holdings I, LLC (owns 3,183,216 Class B shares).
• Plains AAP interests: Lynx Holdings I, LLC holds 1.4% and Raymond holds 3.6% of Plains AAP, L.P. Class A LP interests.
• Unvested director equity: Raymond holds 19,550 unvested phantom Class A shares (7,650 from 2024 grant plus 11,900 outstanding).
• Hedging/pledging: Company policies prohibit hedging and pledging; to company’s knowledge no Class A or Class B shares were pledged by directors/NEOs as of March 24, 2025.
• Ownership guidelines: Directors must hold securities equal to 5x annual cash retainer; compliance date November 2025; all current directors are on track or have met guidelines; “hold-until-met” requirement on vested awards.

Related-Party Transactions and Conflicts

• January 2025 Oryx JV transaction: JV subsidiary agreed to purchase a Delaware Basin crude gathering and transportation entity for $161 million (~$105 million net to PAGP/PAA interest) from EMG-affiliated companies (associated with Raymond); allocable purchase price did not exceed 5% of EMG’s consolidated gross revenues for 2024.
• Board independence determination: Board reviewed EMG- and EnCap-related transactions and concluded they do not affect Raymond’s (or Petersen’s) independence.
• Conflict management: Governance Guidelines require disclosure and resolution by disinterested directors; partnerships allow establishment of “conflicts committee” to review and approve related-party matters, providing safe-harbor treatment.
• RED FLAG assessment: Meaningful Class B ownership and related-party transactions with EMG raise potential perception risks; mitigants include formal conflicts processes, disclosure, and Board independence determination.

Governance Assessment

• Strengths:

  • Seasoned energy/private equity operator; slated Lead Director will enhance independent oversight and information flow.
  • Strong attendance (100% in 2024 across Board/committees); active committee leadership and succession planning (Compensation→Governance chair transition).
  • Clear ownership alignment: substantial beneficial holdings; robust anti-hedging/anti-pledging; 5x retainer ownership guidelines with hold-until-met.
  • Use of independent compensation consultant; no compensation committee interlocks/insider participation in 2024.

• Watch items / RED FLAGS:

  • Related-party transactions with EMG (January 2025 asset purchase) warrant continued monitoring and conflicts committee use where appropriate despite Board independence conclusion.
  • Concentrated Class B ownership (32.6%) highlights influence; transparency around exchanges and voting should remain a focus.

• Director Compensation Mix and Trends:

  • 2024 cash fees $133,750 vs equity $142,749; Board increased non-Audit chair fees (+$5,000) and annual director equity grant target (+$20,000 to ~$145,000), signaling modest uplift in both cash and equity to stay competitive.

• Engagement signals:

  • Lead Director rotation policy (five-year rotation) and Raymond’s appointment suggest active governance refresh and enhanced independent session leadership.