D. Scott Pryor
Targa ResourcesAbout D. Scott Pryor
D. Scott Pryor (age 62) is President – Logistics and Transportation at Targa Resources Corp. and has served in this role since March 2018, following executive and senior leadership positions across Targa’s logistics, marketing, and NGL operations dating back to 2005 . Company performance outcomes tied to his incentive plans include record 2024 Adjusted EBITDA of $4,142 million (+17% YoY), CFFO per share of $15.49, and 3‑year ROIC of 22% (all above maximum targets), while 2022–2024 PSUs paid at 250% on top‑decile relative TSR with Targa’s 3‑year TSR of 239% (1st of 32 AMUS companies) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Targa Resources Corp. | President – Logistics and Transportation | Mar 2018–present | Leads downstream logistics and transportation platform including fractionation, storage, pipelines and LPG export services . |
| Targa Resources Corp. | EVP – Logistics and Marketing | Nov 2015–Feb 2018 | Oversaw commercial and marketing execution for NGL logistics; supported integrated “wellhead to water” strategy . |
| Targa Resources Operating LLC and subs. | SVP – NGL Logistics & Marketing | Jun 2014–Nov 2015 | Senior leadership of NGL logistics and marketing amid growth of Grand Prix and Mont Belvieu footprint . |
| Targa Resources Operating LLC | Vice President | Jul 2011–May 2014 | Built commercial/operational foundation for NGL logistics growth . |
| Targa Partnership subsidiaries | Officer roles | 2005–2011 | Early leadership roles during Targa’s asset build‑out and midstream integration . |
External Roles
- No external directorships or public company board roles disclosed for Pryor in the latest proxy. Skip if not disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | Jan 2024 | YE 2024 |
|---|---|---|---|---|
| Base Salary ($) | $540,000 | $602,500 | $650,000 | $650,000 |
Performance Compensation
| Metric | Weight | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% (financial bucket) | $3,658mm | $4,142mm | 2.36x | Record EBITDA; +17% YoY . |
| CFFO per Share | 60% (financial bucket) | $13.33 | $15.49 | 2.50x | Record CFFO/share; +21% YoY . |
| 3‑Year ROIC | 60% (financial bucket) | 12% | 22% | 2.50x | Above max; capital efficiency . |
| Project/Commercial/Cost Execution | 30% | Target execution | Exceeded | 2.00x | On‑time/on‑budget major projects; >90% fee‑based margins; new G&P contracts . |
| Sustainability – Talent | 10% | Maintain low turnover | Achieved | 1.00x | Record ~3,370 employees; low voluntary turnover . |
| Sustainability – Env/Gov | 10% | Advance methane, disclosure | Achieved | 1.00x | Aerial surveys, electrification, board refresh . |
| Safety modifier | Modifier | Reduce payouts if below | No adjustment | N/A | Flat incident/severity; improved processes . |
| Annual Bonus (2024) | Target ($) | Company Factor | Individual Factor | Actual Paid (Cash) |
|---|---|---|---|---|
| Pryor | $650,000 | 2.00x | 1.00x | $1,300,000 |
| Long‑Term Incentives (Grant 1/18/2024) | Target Award ($) | RSUs Granted (#) | PSUs Granted (#) | PSU Plan | Vesting |
|---|---|---|---|---|---|
| Pryor | $2,112,500 | 12,462 | 12,462 | Relative TSR vs AMUS; 0%<25th; 100%@55th; 250%@≥75th | RSUs vest 100% on 1/18/2027; PSUs cliff at 12/31/2026 . |
| Historical PSU Outcome | Performance Period | Targa 3‑Year TSR | Peer Percentile | Payout |
|---|---|---|---|---|
| 2022 grant | 1/1/2022–12/31/2024 | 239% | 100th (1st/32) | 250% of target |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/25/2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| D. Scott Pryor | 82,139 | <1% | Held by the Pryor Trust; Pryor and spouse as co‑trustees . |
| Outstanding Equity (12/31/2024) | Unvested RSUs (#) | Market Value ($) | PSUs – Unearned Units Adjusted (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| Pryor | 81,285 | $14,509,373 (at $178.50) | 65,120 (250% scenario) | $11,623,920 (at $178.50) |
- Stock ownership guidelines: executives must hold 3.0× base salary; unvested RSUs count, and all NEOs are compliant .
- Hedging/pledging: prohibited for insiders (no margin purchases, short sales, options, hedges, or pledging) .
- Options: none outstanding; company does not currently grant options .
Insider Transactions and Potential Selling Pressure
| Date | Form | Type | Shares | Price ($) | Post‑Txn Ownership Disclosed |
|---|---|---|---|---|---|
| 11/14/2025 | Form 4 | Sale | 20,000 | 172.2075 (weighted avg; range $172.06–$172.35) | 20,000 indirect (Pryor Trust); 33,420 direct after transactions . |
| 11/14/2025 | Form 4 | Gift (“G”) | 2,139 | 0.00 | As above (trust/direct holdings disclosed) . |
| 11/14/2025 | Form 144 | Proposed Sale | 20,000 | ~172.21 (proposed) | Advance notice of sale under Rule 144 . |
| 01/16/2025 (filed 01/21/2025) | Form 4 | Change in beneficial ownership | — | — | Pryor Trust noted; routine grant/vesting update . |
Note: 2025 Form 4 filings show planned and executed dispositions; 2025 proxy ownership table predates these transactions and reflects holdings as of 3/25/2025 .
Employment Terms
| Provision | Detail |
|---|---|
| Role start date | President – Logistics and Transportation since March 2018 . |
| Severance (non‑CIC) | No separate employment contracts disclosed; see CIC program; change‑in‑control governs . |
| Change‑in‑Control (CIC) Program | Double trigger: if Qualifying Termination (involuntary without Cause or resignation for Good Reason) within 18 months post‑CIC → lump sum severance equal to 3×(salary + salary×target bonus%), plus up to 3 years medical/dental benefits continuation; no excise tax gross‑ups (cut‑back vs full‑pay for best net outcome) . |
| CIC/Termination Values (12/31/2024) | Pryor: $30,557,114 (CIC termination, equity + severance + benefits); $26,611,371 (death/disability, equity vesting) . |
| Equity acceleration | Upon CIC termination or retirement with non‑compete/consulting conditions met: RSUs fully vest; PSUs vest at ≥100% or actual guideline percentage; death/disability fully vest RSUs/PSUs; retirement continues original schedule subject to non‑compete/consulting condition . |
| Clawback | Effective Oct 2023: recovery of incentive compensation (cash/equity) upon restatement for Section 16 officers per NYSE/Dodd‑Frank rules; award agreements subject to clawback . |
| Non‑compete/non‑solicit | Retirement vesting conditioned on refraining from working for a competitor or similar role; consulting for Targa permitted; directorships at non‑competitors permitted . |
| Perquisites | Minimal perquisites; e.g., parking subsidies; no special benefits or defined benefit pension; 401(k) with company contributions (3% plus match up to 5%) . |
Compensation Structure Analysis
- Cash vs equity mix: For NEOs, majority of compensation is at‑risk long‑term equity (RSUs/PSUs); CEO 91% and other NEOs ~83% at‑risk in 2024, indicating strong alignment; company targets ~60% equity for NEOs and ~70% for CEO .
- Metrics rigor: 2024 annual plan combined quantitative (Adjusted EBITDA, CFFO/share, ROIC) with operational/sustainability objectives; plan cap at 2.0× despite calculated 2.17×; Pryor received 2.0× with no individual multiplier above 1.0× .
- RSUs vs options: Program uses RSUs/PSUs, not options, with clear relative TSR framework; no options granted or outstanding in 2024 .
- Governance safeguards: Comprehensive clawback; anti‑hedging/anti‑pledging; no employment contracts; no single‑trigger CIC; no excise tax gross‑ups .
Equity Ownership & Alignment Details
| Item | Policy / Status |
|---|---|
| Ownership guideline | 3× base salary for executives; RSUs count; all NEOs compliant . |
| Pledging/hedging | Prohibited for insiders, reducing misalignment risk . |
| Beneficial ownership vehicle | Pryor Trust holds shares with Pryor and spouse as co‑trustees . |
| Vested vs unvested | Significant unvested RSUs/PSUs outstanding, creating retention alignment through 2025–2027 vesting cadence . |
Performance & Track Record
- 2024 highlights tied to incentive outcomes: Record Permian G&P, NGL transportation, fractionation, LPG export volumes; major projects online on‑time/on‑budget (Daytona NGL Pipeline, Trains 9 & 10, Greenwood II, Roadrunner II); >90% fee‑based margins; Moody’s upgrade to Baa2 .
- Shareholder support: Say‑on‑pay approvals ≥95% from 2021–2024, with ongoing investor outreach .
Compensation Peer Group (2024)
APA; Cheniere; Devon; Diamondback; Energy Transfer; Enterprise Products Partners; EnLink Midstream; Equitrans; Kinder Morgan; Marathon Oil; NuStar; ONEOK; Ovintiv; Plains All American; Williams; Targa ranked ~66th percentile revenues, 53rd percentile EV vs peers presented to the committee .
Investment Implications
- Alignment: Strong pay‑for‑performance design with capped annual plan despite over‑performance (2.17× → 2.0×) and top‑decile TSR PSUs (250% payout), plus anti‑pledging/hedging and ownership guidelines support long‑term alignment .
- Retention risk: Material unvested RSUs/PSUs through 2026–2027 and double‑trigger CIC terms reduce departure risk; retirement vesting conditioned on non‑compete/consulting .
- Trading signals: 11/14/2025 Form 144 and Form 4 sale of 20,000 shares at ~$172 signal discretionary liquidity but still significant trust/direct holdings; monitor future filings for continued selling pressure (10b5‑1 plan status box present on Form 4) .
- Governance quality: No employment contracts, no single‑trigger CIC, no excise tax gross‑ups, comprehensive clawback, and sustained say‑on‑pay support indicate low governance risk and disciplined compensation oversight .