Form 4: Plains All American Pipeline LP: Goebel's Ownership Changes

Jeremy L. Goebel reports changes in beneficial ownership of Plains All American Pipeline LP, including the vesting and grant of phantom units.

Summary

• Jeremy L. Goebel, EVP & CCO of Plains All American Pipeline LP, filed a Form 4.
• On August 14, 2025, Goebel acquired 227,864 common units upon vesting of phantom units.
• Goebel disposed of 89,665 common units at $17.78.
• Goebel disposed of 138,199 common units via gift.
• Following these transactions, Goebel directly owns 138,199 common units and indirectly owns 518,936 common units through a Family Limited Partnership.
• Goebel was granted 144,900 phantom units that vest in August 2028, and 545,550 phantom units that vest in August 2030.

Sentiment

Score: 5

Explanation: The filing contains both positive (grant of phantom units) and negative (disposition of common units) elements, resulting in a neutral sentiment score.

Positives

• Grant of 144,900 phantom units vesting in August 2028, incentivizing performance based on TSR and distributable cash flow.
• Grant of 545,550 phantom units vesting in August 2030, incentivizing long-term retention.
• Vesting of 227,864 phantom units into common units.

Negatives

• Disposition of 89,665 common units at $17.78.
• Disposition of 138,199 common units via gift.

Risks

• Tranche 2 and 3 phantom units vesting is contingent on PAA's total shareholder return (TSR) compared to a peer group and achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE) of $8.40 over the 3-year period ending 6/30/28.
• Payout for Tranche 2 and 3 phantom units is subject to reduction by 25 basis points if PAA's leverage ratio as of 6/30/28 is greater than the upper end of their then applicable non-rating agency target leverage ratio range.
• Phantom units and associated distribution equivalent rights (DERs) will terminate if service is not continued through the vesting dates.

Future Outlook

The vesting of phantom units in 2028 and 2030 is contingent upon continued service and the achievement of certain performance metrics related to total shareholder return and distributable cash flow per unit.

Industry Context

This filing reflects standard executive compensation practices within the energy infrastructure industry, utilizing long-term incentive plans with performance-based vesting to align executive interests with shareholder value and company performance.

Comparison to Industry Standards

• Enterprise Products Partners (EPD) and Magellan Midstream Partners (MMP) also utilize long-term incentive plans with performance-based metrics such as total shareholder return (TSR) and distributable cash flow (DCF).
• The vesting schedules and performance targets are generally aligned with industry norms, aiming to incentivize long-term value creation and operational efficiency.
• The use of phantom units and distribution equivalent rights (DERs) is a common practice to provide executives with equity-based compensation without diluting existing shareholders.

Stakeholder Impact

• Shareholders: The vesting and grant of phantom units align executive compensation with company performance, potentially driving shareholder value.
• Employees: The long-term retention award incentivizes continued service and commitment to the company.
• Executives: The phantom unit grants provide a significant component of executive compensation, tied to performance and retention.

Next Steps

• Continued monitoring of PAA's performance against the TSR and DCF/CUE targets for the 2028 vesting of phantom units.
• Tracking of Goebel's continued service through the vesting dates of the phantom units.
• Observation of future Form 4 filings to monitor changes in beneficial ownership.

Key Dates

Recommendation

The filing indicates standard executive compensation adjustments. There is no information to suggest a buy or sell recommendation.

Keywords

Form 4, Plains All American Pipeline LP, PAA, Jeremy L. Goebel, Beneficial Ownership, Phantom Units, Common Units, Long-Term Incentive Plan, Distribution Equivalent Rights, TSR, DCF, Leverage Ratio