Willie Chiang
PLAINS GP HOLDINGSAbout Willie Chiang
Willie Chiang, age 64, is Chairman of the Board and Chief Executive Officer of Plains GP Holdings (PAGP) and Plains All American’s general partner; he became CEO in October 2018, Chairman in January 2020, and will assume the additional role of President effective June 1, 2025 . He previously served as EVP–Operations at Occidental Petroleum (2012–2015) and held senior roles at ConocoPhillips (1996–2012); he holds a BS in Mechanical Engineering from South Dakota School of Mines and Technology and completed the Advanced Management Program at the University of Pennsylvania . Under his leadership, 2024 performance included Adjusted EBITDA attributable to PAA of $2.779 billion vs. $2.675 billion goal, implied DCF per CUE of $2.49 vs. $2.44 target, leverage ratio exiting 2024 of ~3.0x, and total shareholder returns of 24% for PAGP and 21% for PAA; distributions were raised 19% in 2024 and a further 20% in Feb 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plains GP Holdings / GP LLC | CEO; Chairman | CEO since Oct 2018; Chairman since Jan 2020 | Led financial discipline, free cash flow generation, and capital returns; 2024 outcomes included EBITDA beat, leverage reduction, and distribution increases . |
| Plains GP Holdings / GP LLC | EVP & COO; EVP & COO (U.S.) | Jan 2018–Oct 2018; Aug 2015–Dec 2017 | Operational leadership across midstream footprint, setting groundwork for later strategic and financial execution . |
| Occidental Petroleum | EVP — Operations | 2012–2015 | Senior operations leadership at a major upstream/downstream enterprise . |
| ConocoPhillips | Senior VP — Refining, Marketing, Transportation & Commercial; various roles | 1996–2012 | Oversaw downstream/commercial segments, building deep industry and operating experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Delta Air Lines | Director | Current | Current public company board service . |
| DCP Midstream; Chevron Phillips Chemical | Director | Prior | Prior public company/industry boards . |
| American Fuel & Petrochemical Manufacturers (AFPM) | Chair | Current | Industry leadership; involvement with API and National Petroleum Council . |
| Federal Reserve Bank of Dallas | Energy Advisory Council member | Current | Policy/industry advisory involvement . |
| United Way of Greater Houston; Performing Arts Houston | Director | Current | Community/NGO boards . |
Fixed Compensation
Multi-year compensation for Willie Chiang:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $750,000 | $800,000 | $837,500 (blended; annual rate increased to $850,000 effective Apr 1, 2024) |
| Stock Awards ($) | $3,927,000 | $3,658,279 | $4,657,905 |
| Non-Equity Incentive Plan Compensation ($) | $3,600,000 | $2,975,000 | $2,995,000 |
| All Other Compensation ($) | $19,140 | $20,640 | $21,540 |
| Total Compensation ($) | $8,296,140 | $7,453,919 | $8,511,945 |
Additional fixed pay notes:
- 2024 base salary increased by $50,000 in Feb 2024 to better align with peer median for CEO role .
- 2024 target bonus remained 250% of base salary ($2,125,000 target) .
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weight | Target | Actual/Result | Payout % | Weighted % |
|---|---|---|---|---|---|
| Adjusted EBITDA attributable to PAA ($mm) | 40% | $2,675 | $2,779 | 152% | 61% |
| Implied DCF per CUE ($) | 40% | $2.44 | $2.49 | 127% | 51% |
| Safety (TRIR) | 10% | 0.25 | 0.25 | 75% (incl. 25 bps reduction) | 7.5% |
| Environmental (FRR) | 10% | 15 | 19 | 89% (incl. 25 bps increase) | 8.9% |
| Company Performance Subtotal | — | — | — | — | 128% |
| Individual Performance (Chiang) | 40% | — | Score: 160% | — | — |
| Percent of Target Bonus Earned | — | — | — | — | 141% |
| Actual Bonus Paid ($) | — | $2,125,000 | — | — | $2,995,000 |
Performance highlights feeding the formula included EBITDA beat (+4%), DCF/CUE exceedance, leverage at ~3.0x with Moody’s upgrade, and strategic execution in acquisitions and recontracting .
Long-Term Equity Incentives (2024 Annual Grant)
| Item | Detail |
|---|---|
| Target LTIP value | $6,375,000 (750% of base salary) |
| Phantom units granted | 357,750 total; 178,875 time-based; 178,875 performance-based |
| Pricing basis | 10-day VWAP around August 2024 ex-dividend date: $17.82 |
| Vesting — Time-based | Vests on August 2027 distribution date; DERs accrue 1 year and pay Aug 2025, then quarterly |
| Vesting — Performance-based | Potential vest Aug 2027; 0–200% payout scale |
| Performance metrics (50/50) | Relative TSR vs peer group (with negative TSR modifier) and cumulative DCF per CUE target of $7.75 with leverage modifier |
| DERs on performance units | Accrue and pay in lump sum at Aug 2027 for vested units |
Chiang’s LTIP target increased from 600% to 750% in 2024 following a market review; other NEO LTIP targets also rose, reinforcing equity-linked, at-risk pay .
Equity Ownership & Alignment
Beneficial Ownership
| Security Class | Shares Beneficially Owned | % of Class |
|---|---|---|
| PAGP Class A | 378,704 | <1% |
| PAGP Class B | 353,489 | 1.0% |
| PAGP Class C (pass-through voting via PAA) | 846,512 | <1% |
| Combined voting classes | — | <1% |
Ownership policy and alignment:
- Equity Ownership Guidelines: CEO required to hold securities equal to 6x base salary; “hold until met” requirement applies to vested awards .
- Compliance: All current executive officers and directors are on track or have met guidelines by applicable compliance dates .
- Anti-hedging/pledging: Directors and officers prohibited from hedging or pledging; as of March 24, 2025, no PAGP Class A or B shares pledged by directors or NEOs .
Unvested Awards and Vesting Pipeline (Chiang)
| Grant | Units | Type | Key Terms | Vest Timing |
|---|---|---|---|---|
| Aug 2018 CEO grant | 500,000 | Performance-based phantom units | Two DCF/CUE performance tranches; expires if not vested by Oct 1, 2025 | Upon meeting thresholds; latest by Oct 1, 2025 |
| Aug 2022 | 220,000 (time) | Time-based | DERs accrued/paying; standard time vest | Aug 2025 distribution date |
| Aug 2022 | 220,000 (perf target) | Performance-based | TSR vs peer; cumulative DCF/CUE $7.05; leverage modifier | Aug 2025 distribution date |
| Aug 2023 | 162,050 (time) | Time-based | DERs accrue then quarterly | Aug 2026 distribution date |
| Aug 2023 | 162,050 (perf target) | Performance-based | TSR vs peer; cumulative DCF/CUE $7.45; leverage modifier | Aug 2026 distribution date |
| Aug 2024 | 178,875 (time) | Time-based | DERs accrue then quarterly | Aug 2027 distribution date |
| Aug 2024 | 178,875 (perf target) | Performance-based | TSR vs peer; cumulative DCF/CUE $7.75; leverage modifier | Aug 2027 distribution date |
Recent vesting: 2021 phantom units paid out in Aug 2024 at 139% of target (TSR component 157%; DCF/CUE 200%; value realized by Chiang $7,136,874 based on $17.05 PAA price) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Amended and restated in Oct 2018 upon promotion to CEO; terminable by either party; compensation subject to Compensation Committee and Board adjustment . |
| Confidentiality / Non-solicit | Agreed to maintain confidentiality of certain information and not solicit customers, assets, or employees for two years post-termination . |
| Change-in-control (CIC) vesting | LTIP grants provide accelerated vesting only with “double trigger” (CIC plus qualifying “change in status”); also accelerated vesting upon death, disability, termination without cause, or approved retirement . |
| Potential payouts (12/31/2024 scenario) | Death/Disability equity: $21,590,828; Termination without cause equity: $17,042,295; CIC or retirement equity: $27,701,198 . |
Compensation Structure Analysis
- At-risk pay predominates: ~91% of CEO compensation at target is variable/performance-based; annual bonus 100% formulaic; LTIP 50% performance-based with TSR and DCF/CUE metrics .
- 2024 structural changes: CEO base salary up $50,000; LTIP target raised from 600% to 750% of base to align with peers (Meridian study showed CEO target below peer median) .
- Clawback policy upgraded in Nov 2023: mandatory recovery for material restatements; discretionary recovery for detrimental conduct causing significant harm (3-year lookback) .
- No single-trigger CIC; no options; no excise tax gross-ups; hedging/pledging prohibited; minimal perquisites .
Compensation & TSR Peer Groups; Say-on-Pay
- Compensation peer group: 11 U.S. midstream companies; Meridian concluded CEO total target compensation below median while other NEOs broadly competitive .
- TSR comparator group: ET, EPD, KMI, WMB, MPLX, OKE, TRGP, WES, ENLC, MMP, ETRN, plus S&P 500 and Alerian Midstream Index; ENLC acquired by OKE in Jan 2025 (committee to consider adjustments) .
- Say-on-Pay: ~98% approval at 2024 annual meeting; program supported on average ~98% over last four years .
Board Governance
- Dual role: Chiang serves as Chairman and CEO; governance documents require a Lead Independent Director when roles are combined; rotation of Lead Director from Bobby Shackouls to John Raymond effective June 1, 2025 .
- Committee independence: Audit, Compensation, Governance, and HSES committees comprised of independent directors; Compensation and Governance chairs to rotate effective June 1, 2025 .
- Committee memberships: Chiang serves on no Board committees; Board met five times in 2024; all directors had 100% attendance .
- Director pay: Chiang not compensated separately for director service; director retainers and equity awards disclosed for non-employee directors .
Related Party Transactions; Risk Indicators
- Related party: Plains Oryx JV acquired assets from EMG (affiliated with director John Raymond) in Jan 2025; Eagle Ford asset and preferred unit transactions with EnCap (affiliated with director Gary Petersen) in Jan 2025; Board determined these did not impact independence .
- Family member employment: Chiang’s daughter employed in marketing; 2024 compensation ~$209,000 .
- Pledging/hedging: Prohibited; none pledged as of March 24, 2025 .
- Clawback: Expanded triggers implemented in 2023 .
Investment Implications
- Alignment: High at-risk, multi-year performance-based equity tied to TSR and DCF/CUE, “hold until met” ownership requirements, and anti-hedging/pledging collectively support strong pay-for-performance alignment and reduce misalignment risk .
- Retention: Significant unvested awards across 2025–2027 (including 2018 CEO grant expiring Oct 1, 2025 and annual cycles in Aug 2025/2026/2027) create retention incentives while double-trigger CIC avoids windfalls without actual change in status .
- Trading signals: Monitor August distribution dates (2025–2027) for sizable vesting events in PAA units; while “hold until met” may temper immediate selling, vesting can increase deliverable units outstanding; anti-pledging reduces forced selling risk .
- Performance linkage: Annual incentives explicitly linked to EBITDA, DCF/CUE, safety/environmental metrics, with discretionary modifiers when warranted; long-term equity includes leverage modifiers, encouraging disciplined balance sheet management .