01—Abstract
Summary
Summary of the 8-K filed August 18, 2025. Cited figures are marked; the original filing is the authoritative source.
On August 14, 2025, the Board of PAA GP Holdings LLC, the general partner of Plains All American Pipeline, L.P.
(PAA), approved a five-year extension of the expiration date of Willie Chiang's 2018 Promotional Grant, from October 2025 to October 2030. The filing says the extension is meant to encourage Mr. Chiang to remain as Chief Executive Officer and President for up to five more years to pursue key strategic initiatives and develop potential successors. The grant's other terms, including its 500,000 phantom units and vesting conditions, are unchanged.
Vesting still depends on PAA's distributable cash flow (DCF) per Common Unit reaching specified levels, and any units not vested by October 1, 2030 will expire. The Board also approved special retention grants on the same date for Jeremy Goebel, Executive Vice President and Chief Commercial Officer, and Chris Chandler, Executive Vice President and Chief Operating Officer. Mr. Goebel received a five-year award of 545,550 phantom units, vesting on the August 2030 distribution date, and Mr. Chandler received a three-year award of 327,350 phantom units, vesting on the August 2028 distribution date, in each case subject to continued service.
The grants are intended to extend retention beyond August 2026, when their November 2019 special retention grants are scheduled to vest. For investors, the filing mainly signals leadership continuity and retention at the executive level. It sets out the compensation terms tied to PAA's DCF per Common Unit and distribution dates, which determine when and whether the awards pay out in PAA common units.
02—Key points
Key Highlights
- The Board extended the expiration of CEO Willie Chiang's 2018 Promotional Grant by five years, from October 2025 to October 2030, to encourage him to remain CEO for up to five more years.
- The 2018 Promotional Grant covers 500,000 phantom units, with 25% vesting at trailing four-quarter DCF per Common Unit of at least $3.00 and 75% at DCF per Common Unit of at least $3.50.
- Distribution equivalent rights tied to the 2018 grant vest at DCF per Common Unit thresholds of $2.60 and $2.80, with one-third already vested on the May 2019 distribution date.
- Jeremy Goebel, EVP and Chief Commercial Officer, received a five-year special retention award of 545,550 phantom units, vesting on the August 2030 distribution date.
- Chris Chandler, EVP and Chief Operating Officer, received a three-year special retention award of 327,350 phantom units, vesting on the August 2028 distribution date.
- The new retention grants extend beyond August 2026, when the November 2019 special retention grants (as amended in February 2022) are scheduled to vest.
- Phantom units and associated DERs under all these awards may vest early on death, disability, termination without cause, change of control, or approved retirement.
03—Questions
Frequently Asked Questions
Why did PAA extend Willie Chiang's 2018 Promotional Grant?
The Board wanted to incentivize Mr. Chiang to remain CEO and President for up to five more years so he can continue pursuing key strategic initiatives and developing and mentoring potential successors. The extension moves the grant's expiration from October 2025 to October 2030.
Did the extension change the size or vesting terms of Mr. Chiang's grant?
No. The filing states that the number of units (500,000 phantom units), vesting terms, and other provisions are unchanged. Only the expiration date was extended.
What are the new special retention grants for Jeremy Goebel and Chris Chandler?
Mr. Goebel received a five-year award of 545,550 phantom units, vesting on the August 2030 distribution date. Mr. Chandler received a three-year award of 327,350 phantom units, vesting on the August 2028 distribution date. Both are subject to continued service through the vesting date.
How do the awards pay out to executives?
Vested phantom units become payable in PAA common units. Distribution equivalent rights (DERs) are paid in cash on distribution dates, with a portion paid as a lump sum in August 2026 and the rest paid quarterly as the units vest or terminate, according to the schedules described in the filing.
04—Continue