Lawrence Ziemba
PLAINS GP HOLDINGSAbout Lawrence M. Ziemba
Lawrence M. Ziemba (age 69) is an independent director of PAGP GP LLC since January 2020 and currently chairs the Health, Safety, Environmental & Sustainability (HSES) Committee and serves on the Audit Committee. He holds a BS in Mechanical Engineering from the University of Illinois – Champaign and an MBA from the University of Chicago, and previously served as EVP, Refining at Phillips 66 (2012–2017) after senior downstream roles at ConocoPhillips and earlier at Tosco/Unocal; the Board cites his operations, technical and project management expertise as adding downstream perspective to PAGP/PAA’s Board . He has served on the board of PBF Energy since 2023 and previously on PBF Logistics GP LLC (2020–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips 66 | Executive Vice President, Refining; member of executive committee | May 2012 – Dec 2017 | Senior operating leadership across refining; executive committee responsibilities |
| ConocoPhillips | Various downstream positions incl. President, Global Refining; Chairman of WRB LLC JV | 2001 – May 2012 | Led global refining; chaired WRB LLC JV with Cenovus, reinforcing JV governance and operational alignment |
| Tosco/Unocal | Various roles of increasing responsibility | 1977 – 2001 | Progressive downstream operating roles; industry leadership positions with API/AFPM |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBF Energy | Director | Since 2023 | Public company board experience; energy refining exposure |
| PBF Logistics GP LLC | Director | 2020 – 2022 | Midstream-focused governance experience |
| Duchesne Academy (Houston) | Chair, Board of Trustees | Not stated | Community leadership; governance oversight |
Board Governance
- Independence: Ziemba is one of eight directors the Board determined independent under Nasdaq and SEC standards .
- Committee assignments: HSES Committee Chair; Audit Committee member. HSES focuses on HSES systems, compliance, ESG/sustainability oversight, and risk trends; all HSES members are independent. Audit oversees external reporting, internal controls, financial risk; all members are independent and financially literate .
- Attendance: In 2024, the Board met 5 times; Audit 8; Compensation 2; Governance 1; HSES 4. All directors attended all Board and applicable committee meetings on which they served .
- Board structure: Combined CEO/Chair model with an independent Lead Director; the Board is majority independent by LLC agreement despite LP exemptions .
- Conflicts process: The partnership agreement provides for a “conflicts committee” of at least two independent directors as circumstances warrant; matters approved are conclusively deemed fair and reasonable .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director retainer (non-employee directors) | $115,000 | Standard retainer in 2024 |
| Audit Committee member retainer | $15,000 | Additional for non-chair Audit members |
| HSES Committee chair retainer | $20,000 | Increased from $15,000 in Feb 2024; blended rates applied for 2024 |
| Fees earned or paid in cash – Ziemba (2024) | $148,750 | Reflects role-specific retainers and blended rate after Feb 2024 change |
- Non-employee directors are reimbursed for reasonable expenses related to service .
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|
| Annual LTIP award (phantom Class A shares) – Ziemba | Aug 2024 | 7,650 | $142,749 | Vests on Aug 2025 distribution date; pays 1-for-1 in Class A shares | Includes DERs; time-based, not performance-conditioned |
| Outstanding director LTIP awards (pre-2024) – Ziemba | Prior grants | 11,900 | N/A | Vests Aug 2025 | Aggregate outstanding LTIP awards: 19,550 |
- Accelerated vesting: Non-employee director LTIP awards vest in full upon death/disability; vest in full if a director retires (no longer full-time / officer/director of any public company) or is removed/not re-elected unless removal is for “Cause” .
- Change-in-control: PAGP’s plan allows automatic vesting if specifically provided in award agreements; executive plan follows “double trigger” for NEOs, but director awards are time-based and governed by LTIP terms noted above .
- Performance metrics: None disclosed for director equity; awards are time-based phantom shares with DERs .
Other Directorships & Interlocks
| Company | Relationship to PAGP | Interlock/Transaction | Independence Impact |
|---|---|---|---|
| PBF Energy | External issuer (refining) | No PAGP-related transactions disclosed involving Ziemba/PBF | No issues cited; Ziemba remains independent |
| EMG (affiliated with John Raymond) | Director-affiliated fund | 2024–2025 transactions with EMG-related companies (Delaware Basin asset); Board deemed no impact on Raymond’s independence | Not related to Ziemba |
| EnCap (affiliated with Gary Petersen) | Director-affiliated fund | 2025 acquisitions and preferred unit repurchase from EnCap Flatrock; Board deemed Petersen’s independence unaffected | Not related to Ziemba |
Expertise & Qualifications
- Skills matrix: Public company experience, Finance/Accounting, Strategy/Commercial, Governance/Legal, Operations/Engineering/Technical, Industry Experience, International, Energy Evolution checked for Ziemba .
- Education: BS Mechanical Engineering (University of Illinois – Champaign); MBA (University of Chicago) .
- Industry leadership: API and AFPM positions; downstream operating depth .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership – Ziemba | 68,230 Class A shares; less than 1% of Class A/B/C combined |
| Unvested equity | 19,550 phantom Class A shares outstanding (7,650 granted 2024; 11,900 prior), vest Aug 2025 |
| Ownership guidelines | Directors must hold securities equal to 5x annual cash retainer; “hold-until-met” on vested units; compliance date Nov 2025 (directors generally on track/already met) |
| Hedging/pledging | Prohibited for directors and officers; no pledges reported for directors/NEOs as of Mar 24, 2025 |
Governance Assessment
-
Strengths:
- Independent director; chairs HSES (ESG risk oversight) and serves on Audit; 100% attendance across Board/committees in 2024 .
- Strong operating and technical background in refining/downstream, supporting asset integrity and safety oversight; skills matrix shows broad coverage including Energy Evolution .
- Equity alignment via phantom shares and 5x retainer ownership guideline with hold-until-met; anti-hedging/anti-pledging in place .
-
Watch items / potential risks:
- Director equity is time-based (no performance metrics), which may modestly weaken pay-for-performance signaling for directors versus performance-conditioned equity; however, this is common in director pay structures .
- Broader Board transactions with EMG/EnCap were considered non-impairing to independence of those directors; no disclosures implicate Ziemba, but continued monitoring of related-party exposure is prudent .
Director Compensation (2024) – Ziemba
| Metric | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $148,750 | Role-based retainers; blended due to Feb 2024 chair retainer increase |
| Stock Awards (grant-date fair value) | $142,749 | 7,650 phantom Class A shares; vest Aug 2025 |
| Total | $291,499 | Cash + equity fair value |
Compensation structure changes: In Feb 2024, the Board raised non-Audit committee chair retainers by $5,000 (to $20,000) and increased annual director equity grant value by $20,000 (to ~$145,000) based on peer data from Meridian .
Board Governance Details
| Committee | Members | Independence | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit | Burk (Chair), Ziemba, DeSanctis, Pruner | All independent; financially literate; Burk & Pruner as Financial Experts | 8 | Oversees reporting, internal controls, risk; PwC independence affirmed; recommended inclusion of audited FS in 2024 10-K |
| HSES | Ziemba (Chair), McCarthy, DeSanctis | All independent | 4 | Oversees HSES systems, compliance, ESG/sustainability risk management |
| Governance | Shackouls (Chair, to be Raymond as of Jun 1, 2025), McCarthy, Petersen, Pruner | All independent | 1 | Oversees board self-assessment, succession, director nominations; planned leadership rotation |
| Compensation | Raymond (Chair → Shackouls from Jun 1, 2025), Petersen, Shackouls | Charter requires independence; all independent | 2 | Oversees exec comp; engages Meridian since 2019; no interlocks/insider participation in 2024 |
Related Party & Conflicts
- Policy framework: Governance Guidelines require disclosure of conflicts; resolution by disinterested directors or conflicts committee; Code of Business Conduct requires avoidance/disclosure of conflicts .
- Transactions: 2024–2025 transactions with EMG- and EnCap-affiliated entities were reviewed; Board concluded no impact on independence of those directors. No related-party transaction disclosures involve Ziemba .
Compensation & Ownership Policies
- Equity Ownership Guidelines: Directors must hold 5x annual cash retainer; compliance expected by Nov 2025; “hold-until-met” applies .
- Anti-Hedging & Anti-Pledging: Prohibited for directors/officers; no pledges reported as of Mar 24, 2025 .
- Clawback: Amended Nov 2023 to comply with Nasdaq/Dodd-Frank; applies to incentive-based compensation with triggers for material restatements (mandatory recovery) and detrimental conduct (discretionary recovery of performance/time-based awards) .
Signals for Investors
- Alignment: Time-based phantom shares, hold-until-met ownership rules, and anti-hedging/pledging underscore alignment; Ziemba’s unvested phantom shares (19,550) further tie him to PAGP performance via equity value .
- Effectiveness: 100% attendance and chairing HSES improve oversight credibility on safety/environmental risks—material for midstream valuation and risk premia .
- Conflicts: No Ziemba-specific related-party transactions disclosed; Board-level conflicts processes are formalized, with use of conflicts committee as needed .
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