Plains All American officer holds 162K units
PAA’s chief accounting officer reports initial ownership of common units and multi‑year performance‑based phantom unit awards.
Rhea-AI Filing Summary
PLAINS ALL AMERICAN PIPELINE LP (PAA) reported the initial equity holdings of officer Montgomery Russell Lee, Vice President, Accounting & Chief Accounting Officer. He directly holds 162,050 common units and three awards of Phantom Units, each representing the right to receive one common unit upon vesting under the Long-Term Incentive Plan.
The Phantom Units, covering 19,150, 19,250, and 17,100 underlying common units, vest in August 2027, 2028, and 2029, respectively, based on continued service and performance conditions tied to total shareholder return versus a peer group and cumulative distributable cash flow per common unit equivalent, with payout ranges between 0% and 200%. Distribution equivalent rights associated with these awards are payable in cash.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Montgomery Russell Lee
Role
VP, Acctg & CAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Phantom Units F1, F2, F3, F4, F5 | -- | -- | -- |
| holding | Phantom Units F1, F2, F6, F7, F8 | -- | -- | -- |
| holding | Phantom Units F1, F2, F9, F10, F11 | -- | -- | -- |
| holding | Common Units | -- | -- | -- |
Holdings After Transaction:
Phantom Units — 55,500 contracts (Direct);
Common Units — 162,050 shares (Direct)
Footnotes (11)
- F1. Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash).
- F2. One common unit is deliverable, upon vesting, for each Phantom Unit that vests.
- F3. These phantom units will vest as follows: (a) Tranche 1, consisting of 9,575 phantom units, will vest on the August 2027 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 4,787 phantom units (assuming 100% payout at target), will potentially vest on the August 2027 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2027 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and
- F4. (c) Tranche 3, consisting of 4,788 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2027 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE) of $7.75 over the 3-year period ending 6/30/27 (with payout equaling 100% at cumul. DCF/CUE over such period of $7.75 and being equal to 0% for cumul. DCF/CUE over such period of $6.975 or lower and 200% for cumul. DCF/CUE over such period of $8.71875 or higher, with interpolation btw. such points, and with payout being subject to reduction by 25 basis pts. if PAA's leverage ratio (long term debt to adj. EBITDA as calculated pursuant to PAA's sr. unsecured revolving credit facility) as of 6/30/27 is greater than the leverage ratio that equals the upper end of our then applicable target leverage ratio range (e.g., 3.0x is the upper end of PAA's current target leverage ratio range of 2.5x to 3.0x).
- F5. DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2025 distribution date; beginning in November 2025, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2027 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2027 distribution date shall expire as of such date.
- F6. These phantom units will vest as follows: (a) Tranche 1, consisting of 9,625 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 4,812 phantom units (assuming 100% payout at target), will potentially vest on the August 2028 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2028 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and
- F7. (c) Tranche 3, consisting of 4,813 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2028 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE) of $8.40 over the 3-year period ending 6/30/28 (with payout equaling 100% at cumul. DCF/CUE over such period of $8.40 and being equal to 0% for cumul. DCF/CUE over such period of $7.56 or lower and 200% for cumul. DCF/CUE over such period of $9.24 or higher, with interpolation btw. such points, and with payout being subject to reduction by 25 basis pts. if PAA's leverage ratio (long term debt to adj. EBITDA as calculated pursuant to PAA's sr. unsecured revolving credit facility) as of 6/30/28 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.
- F8. DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2026 distribution date; beginning in November 2026, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2028 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2028 distribution date shall expire as of such date.
- F9. These phantom units will vest as follows: (a) Tranche 1, consisting of 8,550 phantom units, will vest on the August 2029 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 4,275 phantom units (assuming 100% payout at target), will potentially vest on the August 2029 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2029 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and
- F10. (c) Tranche 3, consisting of 4,275 phantom units (assuming 100% payout at target), will potentially vest on the Aug. 2029 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumul. distributable cash flow (DCF) per common unit equivalent (CUE) of $9.10 over the 3-year period ending 6/30/29 (with payout equaling 100% at cumul. DCF/CUE over such period of $9.10 and being equal to 0% for cumul. DCF/CUE over such period of $8.19 or lower and 200% for cumul. DCF/CUE over such period of $10.01 or higher), with interpolation btw. such points, and with payout being subject to reduction by 25 basis pts. if PAA's leverage ratio (long term debt to adj. EBITDA as calculated pursuant to PAA's sr. unsecured revolving credit facility) as of 6/30/29 is greater than the leverage ratio that equals the upper end of our then applicable non-rating agency target leverage ratio range.
- F11. DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2029 distribution date; beginning in November 2027, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2029 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2029 distribution date shall expire as of such date.
Key Figures
Direct common units held: 162,050 units
First Phantom Unit grant underlying common units: 19,150 units
Second Phantom Unit grant underlying common units: 19,250 units
+5 more
8 metrics
Direct common units held
162,050 units
Common units directly owned by Montgomery Russell Lee after the reported holdings
First Phantom Unit grant underlying common units
19,150 units
Underlying common units for one Phantom Unit award deliverable upon vesting
Second Phantom Unit grant underlying common units
19,250 units
Underlying common units for a second Phantom Unit award deliverable upon vesting
Third Phantom Unit grant underlying common units
17,100 units
Underlying common units for a third Phantom Unit award deliverable upon vesting
TSR payout range
0%–200%
Payout scale for performance tranches based on total shareholder return versus a peer group
DCF/CUE target for 2027 performance tranche
$7.75 per common unit equivalent
Cumulative DCF per CUE over three years ending June 30, 2027 for 100% payout
DCF/CUE target for 2028 performance tranche
$8.40 per common unit equivalent
Cumulative DCF per CUE over three years ending June 30, 2028 for 100% payout
Upper end of current target leverage ratio range
3.0x
Upper end of PAA’s current target leverage ratio range of 2.5x to 3.0x referenced for possible payout reductions
Key Terms
Phantom Units, distribution equivalent rights, total shareholder return (TSR), distributable cash flow (DCF), +2 more
6 terms
Phantom Units financial
"Phantom Units granted under Long-Term Incentive Plan (includes distribution"
Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.
distribution equivalent rights financial
"includes distribution equivalent rights payable in cash"
distributable cash flow (DCF) financial
"based on PAA achieving cumul. distributable cash flow (DCF) per common"
common unit equivalent (CUE) financial
"distributable cash flow (DCF) per common unit equivalent (CUE) of $7.75"
leverage ratio financial
"if PAA's leverage ratio (long term debt to adj. EBITDA as calculated"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Form 3 filing for PAA disclose about Montgomery Russell Lee?
It shows that Montgomery Russell Lee, PAA’s Vice President, Accounting & Chief Accounting Officer, directly holds 162,050 common units plus three grants of Phantom Units that can each settle in common units upon satisfying time- and performance-based vesting conditions.
How many PAA common units does Montgomery Russell Lee directly own according to this Form 3?
Montgomery Russell Lee directly owns 162,050 common units of PLAINS ALL AMERICAN PIPELINE LP as reported in this Form 3, in addition to unvested Phantom Unit awards that are settled in common units if vesting conditions are met.
How many Phantom Units tied to PAA common units are reported in this Form 3?
The filing reports three Phantom Unit positions, each deliverable in common units upon vesting, with underlying common units of 19,150, 19,250, and 17,100, respectively. Each block vests on an August distribution date in 2027, 2028, or 2029, subject to service and performance conditions.
What are the vesting conditions for the PAA Phantom Units reported here?
Each Phantom Unit grant vests on a future August distribution date if service continues and performance goals are met, including total shareholder return (TSR) versus a peer group and cumulative distributable cash flow (DCF) per common unit equivalent, with payouts scaled from 0% to 200% of target.
What role do distribution equivalent rights (DERs) play in PAA’s Phantom Unit awards?
The Phantom Units include distribution equivalent rights (DERs), which accrue and are paid in cash. For each grant, DERs on time-based tranches accrue for one year then pay quarterly, while DERs on performance tranches accrue over three years and are paid in a lump sum for units that vest.
Are any of the PAA Phantom Units subject to leverage ratio conditions?
Yes. For certain performance tranches, payouts based on cumulative DCF per common unit equivalent may be reduced by 25 basis points if PAA’s leverage ratio (long-term debt to adjusted EBITDA under its revolving credit facility) exceeds the upper end of its then applicable target leverage range.
AI-generated analysis. How Rhea-AI works. Not financial advice.
