ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of Certain Long-Term Incentive Awards
On
(i) 50% of the award (250,000 phantom units for each of Messrs. Goebel and
Chandler) would vest on theAugust 2026 distribution date (the "time-based portion");
(ii) 25% of the award (125,000 phantom units for each of Messrs. Goebel and
Chandler) would vest on the later of theAugust 2026 distribution date and the first distribution date following the achievement byPlains All American Pipeline, L.P. ("PAA") of distributable cash flow ("DCF") per common unit equivalent ("CUE") of$2.80 on a trailing four quarter basis;
(iii) 25% of the award (125,000 phantom units for each of Messrs. Goebel and
Chandler) would vest on the later of theAugust 2026 distribution date and the first distribution date following PAA's achievement of DCF per CUE of$3.15 on a trailing four quarter basis (together with (ii) above, the "performance-based portion").
The vesting thresholds for the performance-based portion of the awards (a total of 250,000 phantom units for each of Messrs. Goebel and Chandler) were based on PAA's pre-pandemic outlook for its business. The pandemic "reset" the North American production outlook, which in turn fundamentally changed the key forecasts and outlook upon which such performance metrics were based. As a result, the Board was of the view that the retentive and incentive benefit of the performance-based portion of the 2019 Special Grants had effectively been eliminated. Given the Board's view that Messrs. Goebel and Chandler are critical to the future leadership of the company and taking into account feedback received from various investors, the Board concluded that it would be appropriate to reestablish an appropriate amount of retentive and incentive value for these grants, but to do so in a manner that further aligns the interests of these executive officers with the interests of our equity holders. In order to strike this balance, the Board approved an amendment to the performance-based portion of the 2019 Special Awards that replaces the original DCF/CUE targets with a relative total shareholder return ("TSR") metric. The key features of the TSR metric included in the amended awards are as follows:
• Vesting of the performance-based portion of the awards will be based on the TSR
ranking of PAA relative to a designated comparator group over a designated period of time;
• The designated performance measurement period will be
June 30, 2026 , an approximate four and one-half year period with an end date that represents the quarter-end date closest in time to the vesting date for the time-based portion of the original grants;
• The comparator group will be the same comparator group that was used for the
TSR metric included in the regular annual equity grants issued by PAA to its NEOs inAugust 2021 , which includes 14 midstream peers, the S&P 500 index, the AMNA index and PAA (see the 2021 Proxy Statement for a complete list of comparator group members); and
• Payout will be based on the numeric ranking of PAA's TSR over the designated
performance period relative to the TSR for the various members of the comparator group, with payout capped at 100% (a performance ranking at the midpoint or in the top half of the comparator group will pay out at 100% and performance in the bottom half will be scaled from 100% payout down to 0% payout).
Unvested DERs associated with the 2019 Special Grants and tied to the
achievement of DCF/CUE targets will accrue beginning on
For more information regarding compensation of our Named Executive Officers and our equity compensation plans, please see our 2021 Proxy Statement.
Item 7.01. Regulation FD Disclosure
In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Representatives from PAA and PAGP intend to meet with investors and members of
the financial community at the Barclays Select Series: Midstream & Clean
Infrastructure Corporate Access Days event to be held from
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