Victor Burk
PLAINS GP HOLDINGSAbout Victor Burk
Victor Burk (age 75) is an independent director of PAGP/PAA, serving on the Board of PAGP GP since January 2014 and originally joining the PAGP/PAA governance structure in 2010. He chairs the Audit Committee and is designated an Audit Committee Financial Expert. Burk holds a BBA in Accounting from Stephen F. Austin State University (highest honors) and has over three decades of senior leadership in energy-focused public accounting and consulting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alvarez & Marsal | Senior Advisor (post-retirement); Managing Director | Sr. Advisor Jan 2023–Oct 2024; MD Apr 2009–Dec 2022 | Senior leadership in energy consulting |
| Spencer Stuart | Global Energy Practice Leader | 2005–2009 | Led energy executive recruiting globally |
| Deloitte & Touche | Managing Partner, Global Oil & Natural Gas Group | 2002–2005 | Led global industry practice |
| Arthur Andersen | Managing Partner, Global Oil & Natural Gas Group | 1989–2002 (joined firm in 1972) | Managed global oil & gas audit/consulting practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EV Energy Partners, L.P. | Director; Audit Committee member | Sep 2006–Jun 2018 | Audit oversight at a public MLP |
| PNGS GP LLC (PAA Natural Gas Storage GP) | Director; Audit Committee Chair | Apr 2010–Dec 2013 | Chaired audit committee |
| Sam Houston Area Council, Boy Scouts of America | Board Member | Not stated | Community/non-profit governance |
Board Governance
- Committee assignments: Audit Committee Chair; committee composed of Burk (chair), Ziemba, DeSanctis, Pruner; all independent and financially literate; Burk and Pruner qualify as Audit Committee Financial Experts .
- Independence: Assessed and determined independent under Nasdaq/SEC rules; Board majority independent by governance requirement .
- Attendance/engagement: In 2024, Board held 5 meetings; Audit Committee 8; all directors attended all Board and applicable committee meetings .
- Tenure: Independent PAGP/PAA director since 2010; director of PAGP GP since Jan 2014 .
- Lead Independent Director: Role exists and rotates; not applicable to Burk (current rotation to John Raymond effective June 1, 2025) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Non-employee directors |
| Audit Committee Chair retainer | $30,000 | Additional to cash retainer |
| Total cash fees earned (2024) | $145,000 | Reported in director compensation table |
Performance Compensation
| Grant Date | Instrument | # of Phantom Class A Shares | Grant Date Fair Value (USD) | Vesting | DERs |
|---|---|---|---|---|---|
| Aug 2024 | PAGP Phantom Class A shares (annual LTIP) | 7,650 | $142,749 | Vests on Aug 2025 distribution date | Includes distribution equivalent rights (DERs) per director LTIP program |
| Outstanding prior awards (as of Dec 31, 2024) | PAGP Phantom Class A shares | 11,900 | N/A | Vests Aug 2025 | Outstanding count disclosed |
- Director LTIP awards for non-employee directors are time-based (no performance metrics); vest fully upon death/disability or in certain retirement/not re-elected circumstances (unless removed for “Cause”) .
Other Directorships & Interlocks
| Company | Status | Potential Interlock/Conflict Note |
|---|---|---|
| EV Energy Partners, L.P. | Former public company director (ended 2018) | Historical; no current interlock disclosed |
| PNGS GP LLC (PAA Natural Gas Storage GP) | Former director; Audit Chair | Subsidiary GP role prior to 2013 |
- No current public company boards beyond PAGP are disclosed for Burk in the latest proxy .
- Independence determination notes certain transactions with EMG/EnCap considered for other directors; no such related-party note for Burk .
Expertise & Qualifications
- Financial/accounting leadership, public company experience, governance/legal, commercial/strategy, energy industry and international exposure (as reflected in the Board’s skills matrix) .
- Audit Committee Financial Expert designation reinforces financial oversight depth .
Equity Ownership
| Security Class | Beneficially Owned Units/Shares | % of Class |
|---|---|---|
| PAGP Class A Shares | 23,373 | <1% (*) |
| PAGP Class B Shares | — | — |
| PAGP Class C (pass-through voting via PAA holdings) | 37,043 | <1% (*) |
| Outstanding PAGP Phantom Class A (unvested) | 19,550 | N/A (Awards outstanding; vesting Aug 2025) |
- Stock ownership guidelines: Directors must hold equity equal to 5x annual cash retainer; compliance expected within five years. All current executives/directors are either on track or have met their guidelines; directors must “hold until met” upon vesting .
- Anti-hedging/pledging: Directors/officers prohibited from hedging or pledging company securities .
Governance Assessment
- Strengths: Independent status; Audit Committee chair; Audit Committee Financial Expert designation; full meeting attendance; clear equity ownership guidelines; clawback policy in place; robust anti-hedging/pledging rules .
- Compensation alignment: Balanced mix of fixed cash and equity; 2024 equity award increased to ~$145k market value to maintain competitiveness, signaling continued equity alignment for directors .
- RED FLAGS: No director-specific related-party transactions or pledging/hedging noted for Burk in the proxy; attendance strong; no meeting fee dependency (cash via retainers). Ongoing vigilance on independence remains appropriate given industry relationships generally, though none are flagged for Burk .
Say-on-Pay context: Although focused on executive NEO compensation, ~98% support at the 2024 annual meeting underscores investor confidence in the company’s compensation governance environment .