Gerald R. Shrader
Targa ResourcesAbout Gerald R. Shrader
Gerald R. Shrader is Executive Vice President, General Counsel and Secretary at Targa Resources Corp. (TRGP), serving since December 2023; he is 65 years old as of March 28, 2025, with a career spanning senior legal roles across midstream energy and prior private practice. He previously served as Chief Legal Officer and Secretary at Atlas Pipeline Partners GP, LLC (2009–2015) and held legal and leadership roles within Targa subsidiaries since 2015, positioning him as a seasoned energy-sector legal executive with deep transaction and governance experience . Company performance during his tenure has been strong: Adjusted EBITDA reached a record $4,142.3 million in 2024 (up from $3,530.0 million in 2023), and Targa’s three-year TSR for the 2022–2024 PSU cycle was 239% (top decile vs Alerian US Midstream Index), underscoring robust value creation and execution across growth projects .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Targa Resources Corp. subsidiaries | Senior Vice President, General Counsel—Southern Field G&P; Secretary | 2015–2023 | Led legal and governance for Southern Field G&P operations; supported major project execution and contract structuring within integrated midstream footprint . |
| Atlas Pipeline Partners GP, LLC | Chief Legal Officer & Secretary | 2009–2015 | Guided legal affairs through industry cycles; supported governance and transactions prior to Atlas assets integrating into Targa’s platform . |
| Atlas affiliates | Various legal roles | 2007–2009 | Built foundational midstream legal experience across affiliates . |
| Public energy companies; private practice | Legal roles (corporate counsel and outside counsel) | Pre-2007 | Broadened regulatory, transactional, and energy law expertise applicable to complex midstream operations . |
Fixed Compensation
Not disclosed for Shrader in TRGP’s 2024–2025 proxy filings. The company notes “No employment contracts” and “No material perquisites,” indicating compensation is governed by corporate programs rather than individual employment agreements .
Performance Compensation
TRGP’s executive annual incentive framework (company-level) emphasizes at-risk pay tied to financial, operational/commercial, and sustainability outcomes; specific payouts for Shrader are not disclosed. 2024 plan outcomes below (used for NEOs; plan is representative of company incentive design):
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 60% | $3,658 | $4,142 | 2.36 |
| CFFO per share ($) | 60% | $13.33 | $15.49 | 2.50 |
| 3-year ROIC (%) | 60% | 12% | 22% | 2.50 |
| Operational & Commercial execution | 30% | On-time/on-budget; commercial wins | Achieved major projects; >90% fee-based G&P; new acreage and contracts | 2.00 |
| Sustainability (Talent; Environmental/Governance) | 10% | Maintain low turnover; advance methane/flaring disclosure | Achieved staffing; expanded methane surveys and disclosures | 1.00 |
| Total plan (capped) | — | — | — | 2.00 (cap; approved) |
Long-term equity design (company-level): 50% PSUs and 50% RSUs; 3-year cliff vesting; PSUs pay 0–250% based on relative TSR vs Alerian US Midstream (target at 55th percentile). The 2022–2024 PSUs paid 250% based on 239% TSR (1st out of 32) .
Equity Ownership & Alignment
| Topic | Company Policy / Status |
|---|---|
| Stock ownership guidelines | 3.0x base salary for executives; 5.0x for CEO and nonemployee directors; 5-year compliance window. NEOs are compliant; Shrader’s specific compliance not disclosed . |
| Hedging/pledging | Insider Trading Policy prohibits hedging and pledging by directors and certain officers/Insiders . |
| Options | TRGP does not currently grant stock options; none outstanding for executives . |
| Beneficial ownership | Individual ownership for Shrader not disclosed. All directors and executive officers as a group hold 2,920,078 shares (1.34% of 217,585,332 shares) . |
| Shares pledged | Pledging prohibited per Insider Trading Policy . |
Employment Terms
| Term | Details |
|---|---|
| Current role start date | Executive Vice President, General Counsel and Secretary since December 2023 . |
| Employment agreement | Company discloses no employment contracts for executives . |
| Annual bonus program | Company-wide annual incentive program structured around financial, operational/commercial, sustainability, and a safety overlay; Shrader-specific targets/payout not disclosed . |
| Change-in-control (CIC) severance | Executive Officer CIC Severance Program provides, upon qualifying termination within 18 months post-CIC (double-trigger), lump sum equal to 3× base salary plus 3× (base salary × most recent target bonus %), and up to 3 years of continued medical/dental benefits; release required; 280G cutdown/best-net applies . |
| Equity vesting on CIC/death/disability | RSUs and PSUs vest per the Stock Incentive Plan: RSUs fully vest upon CIC termination or death/disability; PSUs vest at ≥100% of target or actual guideline % at CIC; retirement allows continued vesting if performing consulting or refraining from competitive employment through vesting dates . |
| Clawback policy | Adopted Oct 2023 pursuant to Dodd-Frank/NYSE rules; applies to incentive-based compensation for Section 16 officers upon financial restatements . |
| Non-compete/Non-solicit/Garden leave | Not disclosed; equity agreements condition retirement vesting on consulting or refraining from competitive employment (functional post-retirement restriction) . |
| Perquisites | No material perquisites; broad employee benefits include 401(k) match and health/welfare plans . |
Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA ($mm) | $3,530.0 | $4,142.3 |
| TSR – Value of $100 investment (Company) | $234.84 | $437.18 |
| TSR – Peer Group (Alerian US Midstream) $100 | $167.99 | $249.66 |
Key qualitative drivers in 2024: record volumes (Permian G&P, NGL transportation, fractionation, LPG exports), >90% fee-based margin, on-time/on-budget execution of Daytona NGL Pipeline, Trains 9 & 10, Greenwood II and Roadrunner II; investment-grade ratings affirmed/upgraded; enhanced sustainability and methane management disclosures .
Compensation Peer Group (Program Benchmarking)
TRGP’s 2024 compensation peer group (15 companies) spans midstream and E&P; Targa’s percentile ranks vs peers showed 66th in revenues, 37th in total assets, and 53rd in enterprise value (as presented to the Compensation Committee in May 2024) .
Say-on-Pay & Shareholder Feedback
TRGP’s say-on-pay support has been consistently high: 96% in 2023 and 95% in 2024, with ongoing engagement emphasizing alignment of variable pay with strategic objectives, safety, and methane management .
Investment Implications
- Alignment and retention: The double-trigger CIC program, clawback, anti-hedging/pledging, and stock ownership guidelines support governance alignment; the equity plan’s retirement conditions add retention discipline for senior legal leadership. Shrader-specific comp/ownership details are not disclosed, limiting precision on his personal alignment metrics .
- Incentive calibration: Company incentives emphasize Adjusted EBITDA, CFFO/share, ROIC, project execution, fee-based margin, and sustainability—metrics that benefit from disciplined contracting, risk management, and legal oversight, areas where a GC can materially contribute (e.g., contract structures, regulatory compliance, financing) .
- Trading signals: PSU payouts at 250% for recent cycles reflect top-decile TSR performance; while Shrader’s awards are not disclosed, continued strong project delivery and fee-based mix underpin upside. A watchpoint is limited disclosure on Shrader’s personal shareholdings and any Form 4 activity; absent public detail, insider selling pressure assessment is constrained .
- Execution risk: Company-level risks include commodity cycle exposure (mitigated by fee floors), regulatory/environmental compliance (enhanced methane management initiatives), and large-project execution—areas requiring robust legal and contractual governance; Shrader’s tenure and energy-legal pedigree suggest reduced execution risk in governance and contracts .