8-KLeadership ChangesExhibits & Filings

Targa Resources Corp. 8-K Report, Executive Changes (Feb 18, 2011)

Filed February 18, 2011For Securities:TRGP

Summary

Targa Resources Corp. filed an 8-K on February 18, 2011, reporting a change in its Board of Directors and the establishment of its 2011 Annual Incentive Compensation Plan. Mr. Chansoo Joung resigned from the Board, and Mr. Ershel C. Redd Jr. was appointed to fill the vacancy. Mr. Redd's appointment includes his service on the Audit Committee, Nominating and Governance Committee, and Conflicts Committee. He will receive compensation in accordance with the Company's policies for non-employee directors and was awarded 2,310 shares under the 2010 Stock Incentive Plan. The Company also approved the 2011 Annual Incentive Compensation Plan (Bonus Plan), a discretionary cash bonus program for all employees, including executive officers. The plan aims to reward employees for contributions to the Company's business priorities and aid in retention and motivation. Bonus pool funding will be recommended by the CEO and approved by the Compensation Committee based on the achievement of specific strategic, financial, and operational objectives. Additionally, restricted stock awards were granted under the 2010 Stock Incentive Plan to several key executives, vesting three years from the grant date.

Key Highlights

  • 1Mr. Chansoo Joung resigned from the Targa Resources Corp. Board of Directors, effective February 16, 2011.
  • 2Mr. Ershel C. Redd Jr. was elected to the Board of Directors to fill the vacancy, serving as a Class II Director with a term expiring in 2012.
  • 3Mr. Redd was appointed to the Audit Committee, Nominating and Governance Committee, and Conflicts Committee.
  • 4Targa Resources approved its 2011 Annual Incentive Compensation Plan (Bonus Plan) for all employees, including executives, designed to reward performance against business priorities.
  • 5The Bonus Plan funding and individual awards are discretionary, based on CEO recommendations and Compensation Committee approval related to strategic, financial, and operational objectives.
  • 6Restricted stock awards were granted under the 2010 Stock Incentive Plan to key executives, including Rene R. Joyce, Joe Bob Perkins, and James W. Whalen, with a three-year vesting period.

Frequently Asked Questions

Mr. Ershel C. Redd Jr.'s appointment fills a vacancy on the Board and brings his expertise to key committees, including Audit, Nominating and Governance, and Conflicts. This indicates a board refreshment and potentially new perspectives on governance and strategic oversight.

The Bonus Plan is a discretionary cash bonus program for all employees. The Compensation Committee will determine the total bonus pool based on the Company's achievement of eight key business priorities for 2011 (e.g., cost control, investment, safety, compliance, risk management, project execution, growth opportunities). Individual bonuses will be determined at the discretion of the Committee and executive officers, with potential payouts ranging from 0 to 2x the total target bonus for employees in the pool.

The eight key business priorities for 2011 include: controlling operating/capital/G&A costs, investing in businesses, maintaining strong safety performance, reinforcing compliance (environmental and regulatory), managing financial exposures (credit, inventory, interest rate, commodity price), executing major capital projects on time and budget, pursuing selected growth opportunities (NGL logistics, fee-based capex, asset purchases), and maximizing value while managing risks across all business dimensions.

Under the 2010 Stock Incentive Plan, restricted stock awards were granted on February 14, 2011. These awards will vest three years from the grant date. Specific grants included 7,690 shares to Mr. Rene R. Joyce, 4,250 shares to Mr. Joe Bob Perkins, and 4,250 shares to Mr. James W. Whalen, among others. A bonus stock award of 2,310 shares was also made to new director Mr. Ershel C. Redd Jr.