Caron A. Lawhorn
Targa ResourcesAbout Caron A. Lawhorn
Independent director of Targa Resources Corp. since March 11, 2024; age 64 as of March 28, 2025. Former Senior Vice President and Chief Financial Officer of ONE Gas, Inc. (2019–Dec 2023), with prior senior finance, commercial, and corporate development leadership roles at ONE Gas and ONEOK; prior experience includes KPMG and CFO of Emergency Medical Services Authority. Brings significant accounting, finance, operational and cybersecurity oversight experience; currently serves on Targa’s Audit Committee and is independent under NYSE standards. She is a Class III director standing for election at the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ONE Gas, Inc. (NYSE: OGS) | Senior Vice President & Chief Financial Officer | Mar 2019 – Dec 2023 | Led public-company finance; investor-facing CFO experience |
| ONE Gas, Inc. | Senior Vice President, Commercial (oversaw IT & cybersecurity) | Jan 2014 – Mar 2019 | Commercial leadership; enterprise IT/cyber oversight |
| ONEOK, Inc. (NYSE: OKE) | Senior VP, Commercial; President, Natural Gas Distribution segment | Pre-2014 (prior to OGS separation) | Gas utility leadership |
| ONEOK/ONEOK Partners | Senior VP, Corporate Planning & Development | Jul 2009 – Mar 2011 | Strategy, long-range planning, capital investment |
| ONEOK, Inc. | Senior VP & Chief Accounting Officer (CAO); added ONEOK Partners in 2008 | From 2007 | Public company accounting leadership |
| ONEOK, Inc. | Senior VP Financial Services & Treasurer | Pre-2007 | Corporate finance/treasury |
| KPMG | Senior Manager | Prior to 1998 | Audit background |
| Emergency Medical Services Authority (Tulsa) | Chief Financial Officer | Prior to 1998 | Healthcare finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AAON, Inc. (NASDAQ: AAON) | Director; Audit Committee Chair | Since 2019 | Chairs audit; public company board experience |
Board Governance
- Independence: The Board determined Ms. Lawhorn is independent under NYSE standards; Targa’s board is ~91% independent and all Audit, Compensation, Nominating & Governance, Risk Management, and Sustainability committees are 100% independent.
- Committee assignments: Audit Committee member (appointed March 11, 2024); Audit Chair is Laura C. Fulton (not Lawhorn). The Audit Committee met four times in 2024.
- Attendance and engagement: The Board held eight meetings in 2024; directors who served during 2024 attended 98% of the aggregate of Board and committee meetings. Independent directors meet in executive session at least annually; non-management directors meet in executive session regularly.
- Term/classification: Class III director; nominated for election at the 2025 annual meeting.
- Indemnification: Entered into a standard indemnification agreement upon appointment (March 11, 2024).
- Related parties and conflicts: Upon appointment, the company disclosed there are no relationships requiring disclosure under Item 404(a) (related-party transactions). Audit Committee oversees related-party transactions under company policy.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (program) | $115,000 | Standard non-employee director annual retainer (full-year) |
| Caron A. Lawhorn – cash fees actually paid (2024) | $86,250 | Prorated for partial year of service (appointed 3/11/2024) |
| Committee chair fees (program) | Audit Chair $25,000; Comp Chair $20,000; N&G, Risk, Sustainability Chairs $15,000 | Not applicable to Lawhorn (not a chair) |
| Meeting fees | None disclosed | Directors reimbursed for out-of-pocket expenses |
Program changes for 2025 (context):
- Cash retainer increased to $125,000; Chairman additional cash retainer increased to $95,000; equity retainer increased to $175,000 (Chairman additional equity retainer to $95,000).
Performance Compensation
| Equity Award (Director) | Grant date | Shares | Grant-date FV per share | Total grant-date FV | Vesting |
|---|---|---|---|---|---|
| Restricted Shares (pro-rated for partial year) | Mar 18, 2024 | 1,623 | $106.74 | $173,239 | Vests Jan 2025 (one-year vest) |
- Director equity grants are time-based restricted shares (not performance-conditioned) intended to align director interests with shareholders; standard annual target value ~ $165,000 (Chair receives additional), with pro-rating for mid-year appointees.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Role/Committee | Potential Conflict Notes |
|---|---|---|---|
| AAON, Inc. | External public board | Director; Audit Chair | No TRGP-related party ties disclosed |
| ONE Gas / ONEOK (prior employment) | Former executive roles | CFO (OGS); multiple senior roles (OKE/OGS) | No Item 404(a) transactions disclosed at appointment |
- Targa board service limits: Directors should not serve on more than three other public-company boards in addition to Targa; no exceptions disclosed—Lawhorn appears within the guideline.
Expertise & Qualifications
- Finance and accounting leadership (public-company CFO, CAO; audit background) and public-company board audit chair experience; provides “significant accounting and financial expertise.”
- Cybersecurity/IT oversight experience from prior SVP Commercial role (oversaw IT and cybersecurity).
- Independent director serving on Targa’s Audit Committee, reinforcing financial oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged |
|---|---|---|---|
| Caron A. Lawhorn (as of Mar 25, 2025) | 1,623 | <1% | No pledging disclosed in proxy; company policy restricts pledging/hedging for certain insiders |
- Director stock ownership guideline: Non-employee directors must hold stock equal to 5x annual cash retainer, to be met within five years; unvested RSUs count toward guideline. Compliance status for individual directors not disclosed.
Governance Assessment
- Strengths
- Independence and audit depth: Independent director with extensive public-company finance background; sits on Audit Committee, bolstering oversight of financial reporting, cyber/IT risk, and related-party review.
- Ownership alignment: Meaningful equity component to director pay; received restricted shares (pro-rated) upon appointment; robust director stock ownership guidelines (5x retainer).
- Shareholder alignment context: Strong say-on-pay support (95% in 2024) signals investor confidence in compensation/governance practices.
- Conflicts: No related-party relationships requiring disclosure at appointment; Audit Committee oversees related-party transactions.
- Watch items
- Early-stage ownership: As a 2024 appointee, beneficial ownership is currently modest (1,623 shares), though aligned with guideline timeline (five-year window to meet 5x retainer).
- Attendance attribution: The company reports very high overall attendance (98% for directors serving in 2024), but does not break out individual attendance; continue to monitor engagement metrics post-2025 election.
Director Compensation (Caron A. Lawhorn, 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 86,250 |
| Stock Awards (grant-date fair value) | 173,239 |
| Total | 259,489 |
Program structure (2024): $115,000 annual cash retainer; additional chair retainers (Audit $25k; Compensation $20k; N&G/Risk/Sustainability $15k); annual director equity targeted at ~ $165,000 (Chair receives an additional ~$80,000). Lawhorn’s 2024 cash and equity were pro-rated due to March appointment.
Related Party & Risk Indicators
- Related party transactions: None for Lawhorn requiring Item 404(a) disclosure at appointment.
- Hedging/pledging policy: Insider Trading Policy prohibits (for certain insiders) pledging, short sales, options, and certain hedging transactions, reducing alignment risk; directors meet in executive session to enhance independent oversight.
- Board independence and committee independence: High board independence and fully independent key committees support governance quality.
Employment & Contracts (Director)
- Indemnification agreement in place (entered March 11, 2024) per standard Targa practice for directors.