Not independent
Tenure on this board
9.3 yrs
Also a director at
Plains Gp Holdings LP (PAGP)Delta Air Lines Inc (DAL)
4 nominees · 3 ballot items.
Elect four Class I directors to serve until the 2029 annual meeting; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; non-binding advisory vote to approve the 2025 named executive officer compensation; and transact any other properly presented business at the meeting.
Election of four Class I directors (Willie Chiang, Ellen DeSanctis, Alexandra Pruner and Lawrence Ziemba) to serve on the board until the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as the Partnership’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Partnership’s 2025 named executive officers as disclosed in the proxy statement (the say-on-pay vote).
This management proposal requests a non-binding advisory (say-on-pay) approval of the Partnership’s 2025 named executive officer compensation as disclosed in the proxy statement. Management seeks this advisory approval to confirm unitholder support for its pay decisions and to demonstrate alignment between executive pay and unitholder interests. The Compensation Committee describes a pay-for-performance structure with approximately 92% of the CEO’s target pay and ~84% of other NEOs’ target pay at risk, combining annual formulaic cash incentives tied to Adjusted EBITDA, DCF per CUE and HSE metrics with long-term phantom unit awards split 50/50 between time-based and performance-based awards (TSR and cumulative DCF/CUE) and accompanied by Distribution Equivalent Rights (DERs). In 2025 the committee also granted retention awards and extended the CEO’s 2018 promotional grant to support succession and retain key leaders, and retained an independent consultant (Meridian) to benchmark pay. The Board’s recommendation to vote FOR is justified by high levels of disclosed investor engagement and prior unitholder support (approximately 98% say-on-pay approval in 2025), the use of multi-year performance metrics with leverage and negative-TSR modifiers to mitigate risk, equity ownership guidelines, a clawback policy, and other governance features intended to align management and unitholders. The proposal is advisory only and does not change pay terms directly, but a FOR vote signals unitholder acceptance; conversely, a substantial vote against would prompt the Compensation Committee to evaluate potential changes. Key contextual considerations include recent material transactions (e.g., EPIC acquisition and pending Canadian NGL sale) that influenced payouts and discretionary adjustments (the committee applied a 15-percentage-point discretionary uplift to company performance scoring in calculating 2025 bonuses). Overall, the proposal asks unitholders to endorse a compensation program emphasizing retention, alignment through equity and DERs, and formulaic performance measures while retaining typical board discretion to adjust payouts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALPS ADVISORS INC | 10.36% | 73,107,070 | $1.6B |
| 2 | Invesco Ltd. | 4.71% | 33,227,512 | $742M |
| 3 | Blackstone Inc. | 2.66% | 18,740,802 | $418M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.42% | 17,051,582 | $381M |
| 5 | GOLDMAN SACHS GROUP INC | 2.14% | 15,128,899 | $338M |
| 6 | TORTOISE CAPITAL ADVISORS, L.L.C. | 1.53% | 10,792,532 | $241M |
| 7 | MORGAN STANLEY | 0.98% | 6,907,770 | $154M |
| 8 | UBS Group AG | 0.80% | 5,670,969 | $127M |
| 9 | KAYNE ANDERSON CAPITAL ADVISORS LP | 0.78% | 5,499,846 | $123M |
| 10 | BROOKFIELD Corp /ON/ | 0.52% | 3,691,435 | $82M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.