Charles R. Crisp
Targa ResourcesAbout Charles R. Crisp
Charles R. “Charlie” Crisp, 77, is an independent director of Targa Resources Corp. and has served on the Board since the company’s formation in October 2005. He currently serves on the Nominating & Governance Committee and the Sustainability Committee; he is not a committee chair. Crisp’s background spans senior leadership roles across midstream, power, and energy marketing, including President & CEO of Coral Energy (Shell subsidiary), President & COO of Coral, and President & COO of Tejas. He is currently a director of EOG Resources and previously served on the boards of Intercontinental Exchange (ICE) and Southern Company Gas. The Board has affirmed his independence under NYSE standards; Board/committee attendance was 98% in 2024 (100% in 2023).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coral Energy, LLC (Shell subsidiary) | President & CEO | 1999 – Nov 2000 | Senior leadership of energy marketing/transport operations |
| Coral Energy, LLC | President & COO | Jan 1998 – Feb 1999 | Operational leadership prior to CEO role |
| Houston Industries (Power Generation Group) | President | Prior to 1998 (dates not fully specified) | Led power generation business |
| Tejas (natural gas pipeline company) | President & COO | 1988 – 1996 | Senior pipeline operations leadership before Tejas’s sale to Shell |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| EOG Resources, Inc. (NYSE: EOG) | Director | Current | Public company board experience in energy sector |
| Intercontinental Exchange, Inc. (NYSE: ICE) | Director | 2002 – May 2022 | Long-tenured director; historical interlock context with TRGP’s 2023 ICE transactions (see Related-Party) |
| Southern Company Gas (subsidiary of The Southern Company, NYSE: SO) | Director | 2003 – Apr 2023 | Public utility/energy infrastructure exposure |
Board Governance
-
Board structure and independence: TRGP’s Board determined that Mr. Crisp is independent under NYSE standards. The Board had 11 members in 2024; directors are in staggered three-year classes. Class I directors include Mr. Crisp; Class I terms run to the 2026 annual meeting. Independent directors meet in executive session at least annually. Lead Independent Director is Ms. Laura C. Fulton. Board attendance was 98% in 2024 (100% in 2023).
-
Committee assignments for Mr. Crisp:
- Nominating & Governance Committee: Member; chaired by Waters S. Davis IV; 3 meetings in 2024 (4 in 2023).
- Sustainability Committee: Member; chaired by Paul W. Chung.
-
Not assigned to Audit, Compensation, or Risk Management Committees based on 2024–2025 disclosures.
Fixed Compensation
| Year | Component | Amount/Terms |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash (C. R. Crisp) | $115,000 |
| 2024 Policy | Base annual cash retainer (non-employee directors) | $115,000; paid quarterly |
| 2024 Policy | Chair retainers | Chair of Board: $80,000; Audit Chair: $25,000; Compensation Chair: $20,000; Nominating & Governance Chair: $15,000; Risk Management Chair: $15,000; Sustainability Chair: $15,000 |
| 2025 Policy Changes | Base annual cash retainer (non-employee directors) | Increased to $125,000; Chair of Board additional cash retainer increased to $95,000 |
No per-meeting fees disclosed; directors reimbursed for meeting expenses.
Performance Compensation
| Grant Year | Instrument | Grant Date | Shares (Crisp) | Grant-Date FV per Share | Aggregate Grant-Date FV | Vesting | Notes |
|---|---|---|---|---|---|---|---|
| 2024 | Restricted Shares | Jan 18, 2024 | 1,947 | $82.02 | $159,693 | One-year vesting | Target director equity ~ $165,000 value; still outstanding as of 12/31/2024; no outstanding stock options for non-employee directors |
| 2025 Policy | Equity retainer | — | — | — | $175,000 (policy target) | Annual | Chair of Board additional equity retainer increased to $95,000 |
Director equity awards are time-based (no performance metrics) and vest after one year. No stock options granted to non-employee directors in 2024; the company does not currently grant options as part of director or executive equity programs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | EOG Resources, Inc. (Director) |
| Prior public boards | Intercontinental Exchange, Inc. (Director, 2002–May 2022); Southern Company Gas (Director, 2003–Apr 2023) |
| Potential interlock context | TRGP disclosed significant 2023 commercial dealings with ICE Group while an immediate family member of TRGP’s CFO was an ICE officer (sales: $24,793,574; purchases: $5,368,283). Mr. Crisp left the ICE board in May 2022 (i.e., before 2023 transactions). The Board reviewed these relationships in connection with independence determinations. |
Expertise & Qualifications
- Senior executive experience in energy marketing, pipelines, and power (Coral Energy/Shell; Tejas; Houston Industries), bringing industry operations and risk oversight expertise to TRGP.
- Long-tenured public company board experience across energy and market infrastructure (EOG; ICE; Southern Company Gas).
- Independent director with committee service on Nominating & Governance and Sustainability; not designated an “audit committee financial expert.”
Equity Ownership
| As-of Date | Shares Beneficially Owned (C. R. Crisp) | % of Outstanding Shares |
|---|---|---|
| March 19, 2024 | 100,524 | <1% |
| March 25, 2025 | 80,024 | <1% |
- Ownership policy: Non-employee directors are expected to hold stock equal to 5.0x the annual cash retainer; five-year compliance window from becoming subject to guidelines. Anti-hedging and anti-pledging policy applies to directors. Compliance status for directors not specifically disclosed.
- Structure note: Non-employee directors had no outstanding stock options as of 12/31/2024; 2024 restricted shares remained outstanding at year-end.
Governance Assessment
- Independence and engagement: The Board affirmatively determined Crisp is independent under NYSE standards; Board/committee attendance was 98% in 2024 (100% in 2023 for all directors), indicating strong engagement. Executive sessions of independent directors occur at least annually.
- Committee effectiveness: Crisp serves on Nominating & Governance (3 meetings in 2024; 4 in 2023) and Sustainability; roles align with his industry and governance experience. He is not an Audit, Compensation, or Risk Management Committee member.
- Pay mix and alignment: 2024 compensation mix was approximately 42% cash ($115,000) and 58% equity (RS grant-date value $159,693), with one-year vesting—aligning director incentives with shareholders while avoiding option risk. 2025 policy increases (cash to $125,000; equity to $175,000) modestly lift pay but preserve equity-heavy structure. (Percentages calculated from reported amounts.)
- Related-party and conflict review:
- Sajet roll-up (Dec 31, 2023): Crisp received $27,799 as part of cash consideration paid to minority holders in the Sajet Consolidation Transaction; Sajet also repaid $15.3 million to TRGP on notes. The Audit Committee reviews related-party transactions; the Board reaffirmed independence determinations after reviewing such relationships.
- ICE relationships: Significant 2023 transactions with ICE Group were disclosed; an immediate family member of TRGP’s CFO was an ICE officer. Crisp had left the ICE board in May 2022 (before the 2023 transactions). The Board reviewed these relationships in independence determinations.
- Shareholder sentiment (Say-on-Pay): Advisory approval of NEO compensation earned strong support—2024: 180,236,248 For / 8,474,850 Against / 202,388 Abstain (~95.4% For, calculated); 2025: 173,075,040 For / 10,311,071 Against / 176,329 Abstain (~94.3% For, calculated). High approval supports confidence in the company’s overall pay governance framework.
RED FLAGS to monitor
- Related-party exposure via Sajet (cash received by Crisp) warrants continued oversight; however, transactions were disclosed and subject to Board/Audit Committee review and independence re-affirmation.
- No pledging/hedging by directors is permitted under policy, which mitigates alignment risks.
Positive signals
- Equity-heavy director compensation with time-based vesting; no director stock options outstanding in 2024.
- Consistent independence determinations and robust attendance across Board and committees.
Appendix: Select Voting Results (Shareholder Sentiment)
| Annual Meeting | Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 | Say-on-Pay (Advisory) | 180,236,248 | 8,474,850 | 202,388 | 15,231,122 |
| 2025 | Say-on-Pay (Advisory) | 173,075,040 | 10,311,071 | 176,329 | 14,284,020 |
Note: Percentages cited in the Governance Assessment are calculated from reported vote counts.