Independent
Tenure on this board
6.4 yrs
4 nominees · 3 ballot items.
Elect four Class I directors (Paul W. Chung, Charles R. Crisp, Laura C. Fulton, R. Keith Teague); ratify PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for fiscal 2025.
Elect four Class I directors — Paul W. Chung, Charles R. Crisp, Laura C. Fulton and R. Keith Teague — each to serve until the 2029 annual meeting of stockholders.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026.
Non-binding, advisory approval of the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy materials for fiscal 2025. Management is seeking shareholder approval to confirm that its compensation philosophy — which emphasizes performance-based pay, a mix of short-term cash incentives and long-term equity incentives (50% PSUs and 50% RSUs), and specific metrics tied to adjusted EBITDA, adjusted CFFO per share, 3‑year ROIC, operational execution, sustainability and safety — is supported by investors. The Compensation Committee uses an independent consultant (Meridian) and applies both quantitative and qualitative assessments to annual bonus funding, with capped payout mechanics and a total plan cap; long-term PSUs are tied to relative TSR versus the Alerian US Midstream Index (target at the 55th percentile, maximum 250%). The board highlights several governance and risk-mitigation features — clawback policy, stock ownership guidelines, no single-trigger CIC vesting or excise tax gross-ups, annual compensation risk assessment — intended to align management incentives and limit excessive risk-taking. The proxy notes strong historical shareholder support for say-on-pay (94% in 2025) and describes robust shareholder outreach, frequent engagement and the Board’s commitment to consider vote outcomes when setting future compensation. Notwithstanding these features, the proposal occurs in the context of materially high realized and potential pay levels (notably substantial equity grants and a CEO pay ratio of ~145:1), which can attract investor scrutiny; the non-binding nature means that, even if not passed overwhelmingly, the Board will evaluate investor feedback rather than be compelled to change specific elements. Overall, the Board recommends FOR the proposal on the basis that the program is designed to attract and retain executives, tie pay to multi-year performance and align executives’ interests with long-term shareholder value, while retaining discretion to refine plan design in response to shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 13,950,353 | $3.5B |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 6.37% | 13,679,529 | $3.4B |
| 3 | STATE STREET CORP | 6.34% | 13,599,281 | $3.4B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.52% | 11,851,389 | $3.0B |
| 5 | BlackRock, Inc. | 4.18% | 8,967,488 | $2.2B |
| 6 | HARRIS ASSOCIATES L P | 3.95% | 8,487,303 | $2.1B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.49% | 5,339,536 | $1.3B |
| 8 | BlackRock, Inc. | 2.19% | 4,690,086 | $1.2B |
| 9 | TORTOISE CAPITAL ADVISORS, L.L.C. | 1.65% | 3,546,761 | $889M |
| 10 | Blackstone Inc. | 1.56% | 3,342,348 | $838M |
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