Plains (PAA) Exec Goebel Reports Large Phantom Grants and Unit Sale
Rhea-AI Filing Summary
Jeremy L. Goebel, Executive Vice President & Chief Commercial Officer of Plains All American Pipeline, L.P. (PAA), reported multiple transactions and long-term incentive grants on 08/14/2025. He recorded a direct holding of 227,864 common units after an acquisition coded M and reported a prior direct holding line showing 138,199 units. He disposed of 89,665 common units at $17.78. He also reports indirect beneficial ownership of 518,936 common units held through a family limited partnership. In addition, Mr. Goebel received several phantom unit awards under the Long-Term Incentive Plan: 227,864 phantom units (distribution-equivalent rights), 144,900 performance-based phantom units with three-year TSR and DCF/CUE vesting tests, and a special retention award of 545,550 phantom units vesting by August 2030 with staged DER payouts.
Positive
- Large long-term incentive awards disclosed: total phantom unit grants of 227,864, 144,900, and 545,550 demonstrating retention and performance alignment
- Performance metrics specified: Tranche metrics tie payouts to TSR versus peers and cumulative DCF/CUE targets with precise thresholds
- Detailed DER payment schedule: distribution-equivalent rights and staged payment timing are clearly defined for each tranche
Negative
- Reported disposition of common units: sale of 89,665 common units at $17.78
- Potential concentration via indirect holding: 518,936 common units held indirectly through a family limited partnership (disclosed as indirect ownership)
Insights
TL;DR: Significant long-term incentive awards and a partial disposition indicate executive compensation actions, with material award sizes disclosed.
The filing documents sizable phantom unit grants totaling 918,314 phantom units across awards (227,864+144,900+545,550) and a cash sale of 89,665 common units at $17.78. Performance-based tranches (144,900 units) tie payout to three-year TSR versus peers and cumulative distributable cash flow targets, aligning pay with multi-year performance metrics. The special retention award vests by August 2030 with staged DER payments. Reported indirect beneficial ownership of 518,936 units via a family limited partnership is material to insider holdings disclosure. These items are routine for executive equity compensation but are large in absolute terms.
TL;DR: The filing shows structured, multi-year incentive design with performance and retention components, disclosed per Section 16 requirements.
The awards consist of time-based and performance-based phantom units with explicit vesting conditions and distribution-equivalent right (DER) payment mechanics. Tranche specifics—TSR ranking vs. peers and cumulative DCF/CUE hurdles ($7.56 to $9.24 range with 100% at $8.40)—are disclosed, providing clear performance benchmarks. The mix of immediate and deferred DER payments and the use of a family limited partnership for indirect holdings reflect common governance and tax structuring practices. Disclosure appears complete and conforms to Form 4 reporting obligations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Units | 227,864 | $0.00 | -- |
| Grant/Award | Phantom Units | 144,900 | $0.00 | -- |
| Grant/Award | Phantom Units | 545,550 | $0.00 | -- |
| Exercise | Common Units | 227,864 | $0.00 | -- |
| Tax Withholding | Common Units | 89,665 | $17.78 | $1.59M |
| Gift | Common Units | 138,199 | $0.00 | -- |
| Gift | Common Units | 138,199 | $0.00 | -- |
Footnotes (1)
- Phantom Units granted under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash). One common unit is deliverable, upon vesting, for each Phantom Unit that vests. These phantom units will vest as follows: (a) Tranche 1, consisting of 72,450 phantom units, will vest on the August 2028 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 36,225 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 (c) Tranche 3, consisting of 36,225 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. 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. Special long-term retention award of phantom units granted under Long-Term Incentive Plan (includes DERs payable in cash). These phantom units will vest on the August 2030 distribution date assuming continued service through such date. 20% of the DERs associated with these phantom units 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, this portion of the DERs will be paid quarterly until the phantom units vest or terminate. Beginning with the August 2026 distribution date, an additional 20% of the DERs will vest each year on the August distribution date (such that 100% of the DERs will have vested by the August 2029 distribution date) and will be paid quarterly until the phantom units vest or terminate.
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