Plains GP Holdings (PAGP) Proxy Filing summary

Executive summary

• Achieved strong 2024 financial results: Adjusted EBITDA of $2.78B (4% above guidance), $1.17B in adjusted free cash flow, and returned $1.15B to equity holders via distributions.

• Completed seven accretive bolt-on acquisitions for ~$800M, extended contract terms in the Permian, and maintained a leverage ratio of ~3.0x, below target range.

• Increased annual distribution by 19% in 2024 and 20% in early 2025, with total unitholder returns of 21% (PAA) and 24% (PAGP) in 2024.

• Received a Moody’s credit rating upgrade to Baa2, achieving investment grade ratings from all three agencies.

• Entered 2025 with momentum, focusing on capital discipline, cash flow generation, and value creation in a constructive but volatile energy environment.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four Class II directors until 2028, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, and (3) non-binding advisory approval of 2024 named executive officer compensation.

• Board recommends voting FOR all director nominees and FOR proposals 2 and 3.

• Shareholders as of March 24, 2025, are eligible to vote; voting can be done online, by phone, mail, or in person at the May 21, 2025 meeting.

Board of directors and corporate governance

• Unified governance structure with a single board responsible for both PAA and PAGP; all directors now subject to public election.

• Board consists of 11 members, majority independent (8 of 11), with a Lead Director role rotating every five years.

• Four standing committees: Audit, Compensation, Governance, and Health, Safety, Environmental & Sustainability (HSES), all comprised of independent directors.

• Board succession planning, annual self-assessments, and director evaluations are in place.

• Shareholders have limited voting rights but can elect directors and submit proposals under defined conditions.