Investor Presentaiton
Plains' Governance Closely Aligned with C-Corps
■ 100% of Directors subject to public election
(staggered 3-yr rolling basis)
Mandatory Majority-Independence - currently 73%
■ Lead Independent Director, alongside Chairman, responsible
for leading one Unified Board of Directors (PAA & PAGP)
☐
Significant Board and Executive Equity Ownership
■ No Incentive Distribution Rights ("IDRs") or "Golden Share" (¹)
■ Significant Variable / At-risk Executive Compensation Structure
(88% for CEO, 83% avg. for other Named Executive Officers)
1 for 1 Economic & Voting Rights
PAA GP HOLDINGS LLC (PAGP GP)
(Unified Board of Directors)
PLAINS GP
HOLDINGS
(Nasdaq: PAGP) 1099 SECURITY
(Public Investors)
PLAINS AAP, L.P. (AAP) (2)
(Private Owners & Management)
PLAINS
ALL AMERICAN
PIPELINE, L.P.
(Nasdaq: PAA) K-1 SECURITY
Public Investors • Series A & B Preferred
•
100% of Plains' assets & operations
(1) Incentive Distribution Rights ("IDRS") give a general partner an increasing share of incremental distributable cash flow based upon certain conditions. "Golden Share" refers to a control right
granted in certain partnership agreements whereby the holder has the right to direct certain activities of the partnership, including the unilateral right to appoint and replace board members,
irrespective of the holder's economic interest.
(2) Right to exchange AAP Unit for PAGP Class A Share, or alternatively, right to redeem AAP Unit for PAA Common Unit
27View entire presentation