Beth A. Bowman
Targa ResourcesAbout Beth A. Bowman
Beth A. Bowman, age 68, has served as an independent director of Targa Resources Corp. since September 2018, bringing 17 years of senior leadership at Shell Energy North America and prior management roles at Sempra Energy Trading and San Diego Gas & Electric, with deep expertise in origination, commodities markets, and risk management . She previously served on the board of Sprague Resources GP LLC from October 2014 to November 2022 and on the boards of the California Power Exchange and the California Foundation of Energy and Environment from 2004 to 2015, underscoring long-standing sector governance experience . The Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell Energy North America (US) L.P. | SVP West & Mexico; later SVP Sales & Origination | ~1998–Sep 2015 (17 years) | Led origination and commodities market activities; risk management expertise |
| Sempra Energy Trading; San Diego Gas & Electric | Management positions (trading/marketing, risk mgmt, fuel & power supply, regulatory, finance, engineering) | Not specified | Cross-functional energy operations and risk oversight |
| California Power Exchange | Board member | 2004–2015 | Market governance involvement |
| California Foundation of Energy and Environment | Board member | 2004–2015 | Policy and environmental oversight |
External Roles
| Organization | Role | Tenure | Public Company/Interlock Notes |
|---|---|---|---|
| Sprague Resources GP LLC (general partner of Sprague Resources LP) | Director | Oct 2014–Nov 2022 | Public partnership GP; no related-party transactions disclosed with TRGP |
Board Governance
- Committee assignments: Chair, Compensation Committee; members are Bowman, Lindsey M. Cooksen, and R. Keith Teague; six meetings in 2024; Meridian Compensation Partners retained as independent consultant, with the committee concluding no conflicts .
- Other TRGP committees: Audit (Fulton—Chair; members Fulton, Lawhorn, Teague; four meetings in 2024), Nominating & Governance (Davis—Chair; members Crisp, Davis, Fulton; three meetings), Risk Management (Perkins—Chair; members Joyce, Perkins, Davis), Sustainability (Chung—Chair; members Cooksen, Chung, Crisp, Joyce) .
- Independence and attendance: Board determined Bowman is independent; Board held eight meetings in 2024, and each director who served attended 98% of aggregate Board and committee meetings; independent directors meet in executive session at least annually .
- Board structure: Classified Board; Bowman is a Class II director (term to 2027), with 91% Board independence and average age 63.4 years .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | All non-employee directors in 2024 (except prorated new appointee) |
| Compensation Committee chair retainer | $20,000 | Chair role (Bowman) |
| Fees earned or paid in cash (Bowman) | $133,750 | Reflects base plus chair retainer and timing/proration |
| Director equity grant (target value) | ~$165,000 | One-year vest restricted shares (RS) |
| 2025 changes (cash retainer) | $125,000 | Approved increase for all non-employee directors |
| 2025 changes (equity portion) | $175,000 | Increased director equity retainer |
Three-year compensation trend (Bowman):
| Year | Cash Fees | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2022 | $130,000 | $149,901 | $279,901 |
| 2023 | $130,000 | $166,274 | $296,274 |
| 2024 | $133,750 | $159,693 | $293,443 |
Performance Compensation
- Director equity structure: RS grants with one-year vest; on January 18, 2024, each director serving received 1,947 restricted shares (Chairman received 2,891); grant-date fair value per share $82.02; directors held these RSs outstanding at year-end; no outstanding stock options for non-employee directors .
- Executive compensation program oversight (as Comp Committee Chair):
- Annual incentives: cash bonuses tied to key financial, operational, and strategic objectives; includes safety and methane management elements aligned to core business goals .
- Long-term incentives: PSUs tied to multi-year TSR versus AMUS index peer group; 2022–2024 PSU cycle earned 250% of target based on 239% TSR, ranking 100th percentile (1st of 32) .
Metrics overseen by Compensation Committee:
| Metric | Definition/Design | 2024/Recent Outcome |
|---|---|---|
| Director RS grant | One-year vest RS to align with shareholders | 1,947 RSs per director on Jan 18, 2024; $82.02 grant-date FV/share |
| Annual bonus (NEOs) | Holistic evaluation on financial, operational, strategic objectives | Program design uses safety and methane management variables |
| 3-year PSU (NEOs) | TSR vs AMUS index; payout scale by percentile | 2022–2024 TSR 239%; 100th percentile; 250% payout |
Other Directorships & Interlocks
| Company | Relationship to TRGP | Nature of Exposure | Notes |
|---|---|---|---|
| Sprague Resources GP LLC | None disclosed | Not applicable | Bowman served as director Oct 2014–Nov 2022; no related-party transactions with TRGP disclosed . |
- Related-party transactions: TRGP disclosed transactions with ICE Group related to the President’s immediate family member; none attributed to Bowman; Audit Committee reviews and approves related-party transactions per charter .
Expertise & Qualifications
- Energy origination, commodities market and risk management expertise built over senior roles at Shell Energy; prior cross-functional experience in trading, risk, supply, regulatory, finance, and engineering at Sempra—skills directly relevant to midstream risk and commercial decisioning .
- Public company governance experience (Sprague GP), plus prior California energy market board roles, reflecting sector-specific governance acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Notes |
|---|---|---|---|
| Beth A. Bowman | 20,610 | <1% | As of March 25, 2025; TRGP had 217,585,332 shares outstanding |
| Bowman Family Trust | 1,000 | — | Included in Bowman’s beneficial ownership; she serves as trustee |
| Director RS grant outstanding (2024) | 1,947 | — | As of Dec 31, 2024 for each non-employee director; no options outstanding |
Ownership policy and alignment:
- Stock ownership guidelines: non-employee directors must hold 5.0x annual cash retainer; five years to meet; unvested RSUs count toward compliance .
- Anti-hedging and anti-pledging: Insiders prohibited from pledging company securities as collateral and from engaging in hedging transactions; option transactions also restricted .
Governance Assessment
- Strengths: Independent status; high attendance (Board-wide 98% in 2024); Chair of Compensation Committee with documented use of an independent consultant (Meridian) and explicit conflict-of-interest review; executive compensation program integrates safety and methane management metrics and long-term TSR, consistent with shareholder alignment; strong say-on-pay support (95% in 2024 outreach; approved again in 2025) .
- Potential concerns: Classified Board structure extends time to change Board majority; however, refreshment ongoing; director equity is time-based RS rather than performance-linked, typical for independent directors but offers less direct pay-performance linkage than PSUs used for executives .
- Shareholder signals: 2025 advisory vote on executive compensation received 173,075,040 “For” vs 10,311,071 “Against” (approved), supporting Compensation Committee oversight under Bowman’s chairmanship; 2024 outreach reported 95% support on say-on-pay .
Additional Reference Data
Say-on-Pay and Director Election Voting Results (2025):
| Proposal/Nominee | Votes For | Votes Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 173,075,040 | 10,311,071 | 176,329 | 14,284,020 |
| Waters S. Davis, IV | 159,604,173 | 23,858,778 | 99,494 | 14,284,015 |
| Rene R. Joyce | 169,504,117 | 13,962,741 | 95,585 | 14,284,017 |
| Caron A. Lawhorn | 182,062,279 | 1,402,614 | 97,555 | 14,284,012 |
| Matthew J. Meloy | 179,715,258 | 3,748,290 | 98,895 | 14,284,017 |
Director Compensation Structure (2024 specifics):
| Item | Detail |
|---|---|
| Cash retainer | $115,000; quarterly payments |
| Chair retainers | Chairman of Compensation Committee: $20,000; Audit: $25,000; Nominating/Risk/Sustainability: $15,000; Board Chair: $80,000 |
| Equity grant | Target ~$165,000; Jan 18, 2024 grant of 1,947 RSs (Chair 2,891 RSs); $82.02 FV/share; one-year vest |
| 2025 changes | Cash retainer to $125,000; equity portion to $175,000; Board Chair cash and equity retainers increased to $95,000 each |