Jennifer R. Kneale
Targa ResourcesAbout Jennifer R. Kneale
Jennifer R. Kneale is President of Targa Resources Corp. and has served in senior finance roles since 2013, including President – Finance & Administration (Jul 2024–Feb 2025) and CFO (Mar 2018–Jul 2024); she is 46 as of March 28, 2025 . Under her finance leadership, Targa delivered record 2024 adjusted EBITDA, a 17% YoY increase, and achieved top-decile relative TSR outcomes driving maximum PSU vesting for the 2022–2024 cycle (250% of target), signaling strong value creation aligned to shareholder returns . Targa’s 2024 pay-versus-performance disclosure shows company TSR far outpacing the peer index, with a $100 investment valued at $437.18 vs. peer group $249.66, further confirming performance capture in incentive payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Targa Resources Corp. | President | Mar 2025–present | Executive leadership oversight across finance, operations, and strategic execution |
| Targa Resources Corp. | President – Finance & Administration | Jul 2024–Feb 2025 | Principal financial officer for 2024; led finance and administrative functions |
| Targa Resources Corp. | Chief Financial Officer | Mar 2018–Jul 2024 | Led capital markets, financial strategy; stewarded equity plan design tied to TSR |
| Targa Resources Corp. | Treasurer (Company/GP) | Sep 2022–Apr 2023 / Aug 2022–Apr 2023 | Cash, liquidity, and treasury oversight during strong growth cycle |
| Targa Resources Corp. | Vice President – Finance | Dec 2015–Feb 2018 | Advanced finance leadership and controls |
| Targa Resources Corp. | Senior Director, Finance | Mar 2015–Dec 2015 | Finance leadership |
| Targa Resources Corp. | Director, Finance | May 2013–Feb 2015 | Finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tudor, Pickering, Holt & Co. (TPH Partners) | Energy private equity group | Sep 2011–May 2013 | Buy-side energy investing experience; informs capital allocation discipline |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $600,000 | $629,167 | $665,000 |
| Bonus (Cash) ($) | $1,500,000 | $1,071,600 | $1,700,000 |
| Stock Awards (Grant-Date Fair Value, $) | $4,003,208 | $3,939,761 | $3,945,028 |
| All Other Compensation ($) | $27,539 | $29,539 | $31,027 |
| Total ($) | $6,130,747 | $5,670,067 | $6,341,055 |
| 2024 Base Salary Progression | Year-End 2023 | Jan 2024 | Year-End 2024 | % Change 2023→2024 |
|---|---|---|---|---|
| Salary ($) | $635,000 | $660,000 | $680,000 | 7% |
| 2024 Annual Bonus Target and Actual | Target Bonus % of Salary | Target Bonus ($) | Company Performance Factor | Individual Factor | Actual Paid (Cash) |
|---|---|---|---|---|---|
| Kneale | 125% | $850,000 | 2.00x (capped) | 1.00x | $1,700,000 |
Performance Compensation
| Metric (2024 Bonus Plan) | Category Weight | Threshold | Target | Max | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 60% (Financial) | 3,292 | 3,658 | 4,207 | 4,142 | 2.36x |
| CFFO per Share ($) | 60% (Financial) | 12.00 | 13.33 | 15.33 | 15.49 | 2.50x |
| 3-Year ROIC (%) | 60% (Financial) | 10% | 12% | 20% | 22% | 2.50x |
| Project & Commercial Execution | 30% (Ops/Commercial) | Qualitative | On-time/on-budget | Exceed plan | Successful execution across plants, pipeline, contracts | 2.00x |
| Talent Management | 10% (Sustainability) | Continue to identify/train/retain | Meet staffing goals | — | Maintained low voluntary turnover; staffed major projects | 1.00x |
| Environmental & Governance | 10% (Sustainability) | Advance disclosures; methane & flaring efforts | — | — | Progress on aerial surveys, methane management, disclosures | 1.00x |
| Safety Modifier | Overlay (downside-only) | — | — | — | No adjustment applied for 2024 | — |
| 2024 Bonus Plan Outcome | Financial Weighted | Ops & Commercial Weighted | Sustainability Weighted | Calculated Payout | Approved Payout Cap |
|---|---|---|---|---|---|
| Factors | 1.47 | 0.60 | 0.10 | 2.17x | 2.00x |
| 2024 Long-Term Incentive Design | Weight | Kneale Grant (#) | Vesting | Payout Basis |
|---|---|---|---|---|
| PSUs | 50% | 17,521 | Vest after 3 years; service + performance | Relative TSR vs Alerian US Midstream (AMUS) |
| RSUs | 50% | 17,521 | 3-year cliff vest; service | N/A |
| PSU Relative TSR Payout Schedule (AMUS) | Percentile | Payout (% of Target) |
|---|---|---|
| Below 25th | 0% | |
| 25th | 50% | |
| 55th (Target) | 100% | |
| ≥75th | 250% |
| PSU Performance (2012–2024 Cycles) | Cycle | 3-Year TSR | Percentile | Payout |
|---|---|---|---|---|
| 2022–2024 | 239% | 100th (1st/32) | 250% of target | |
| 2021–2023 | 248% | 97th (2nd/36) | 250% of target | |
| 2020–2022 | 87% | 91st (5th/46) | 250% of target |
Equity Ownership & Alignment
| Ownership Summary (as of Mar 25, 2025) | Value |
|---|---|
| Beneficially owned common shares | 179,613 |
| Shares outstanding | 217,585,332 |
| Ownership % of shares outstanding | ~0.08% (179,613 / 217,585,332) |
| Stock ownership guideline (Other Executives) | 3.0x base salary; 5 years to comply |
| Guideline compliance status | All NEOs compliant |
| Hedging/pledging of company stock | Prohibited by Insider Trading Policy |
| Options outstanding | None; company did not grant options in 2024 |
| Outstanding Equity Awards (12/31/2024) | Shares | Market/Payout Value |
|---|---|---|
| RSUs (not vested) | 121,928 | $21,764,148 (at $178.50/sh) |
| PSUs (unearned; est. at 250%) | 92,361 | $16,486,439 (at $178.50/sh) |
| RSU Vesting Schedule (Kneale) | Grant Type | Shares | Vest Date |
|---|---|---|---|
| 2022 RSUs | RSU | 24,281 | Jan 20, 2025 |
| 2022 PSUs (earned; awaiting certification at year-end) | Earned PSU converted to RSU-equivalent | 60,703 (250% of target) | Certified early 2025 |
| 2023 RSUs | RSU | 19,423 | Jan 19, 2026 |
| 2024 RSUs | RSU | 17,521 | Jan 18, 2027 |
| Stock Vested in 2024 | Shares | Value Realized |
|---|---|---|
| Kneale | 136,812 | $11,285,622 |
Employment Terms
| Term | Provision | Details / Economics |
|---|---|---|
| Employment start / tenure | Joined Targa May 2013; President since Mar 1, 2025 | Extensive finance leadership; appointed President via 8-K; compensation unchanged upon appointment |
| Employment contract | None | Company states “No employment contracts” for NEOs |
| Annual incentive & LTI design | At-risk, variable-heavy | Cash bonus tied to financial/operational/sustainability metrics; LTI split 50% PSUs (relative TSR) / 50% RSUs |
| Ownership guidelines | 3.0x base salary (Other Executives) | 5 years to comply; all NEOs compliant |
| CIC Severance Program | Double-trigger required; lump-sum | 3x (salary + salary × target bonus%); plus up to 3 years medical/dental continuation |
| CIC severance-only estimate (Kneale) | Lump-sum + benefits | $4,657,023 (includes est. $67,023 for medical/dental over 3 years) |
| Aggregate payout incl. equity acceleration (Kneale) | CIC + qualifying termination | $43,591,892 |
| Death/Disability (incl. equity vest) | Acceleration of RSUs/PSUs | $38,934,869 |
| Equity CIC vesting terms | PSUs ≥100% or actual; RSUs vest on CIC termination/retirement conditions | PSUs vest at greater of 100% or actual guideline; RSUs vest with CIC termination or qualifying retirement + non-compete/consulting conditions |
| Clawback | Dodd-Frank 954-compliant | Incentive comp recovery policy effective Oct 2023 (Section 954); agreements include clawback language |
| Hedging & pledging | Prohibited | No margin purchases, short sales, options/derivatives; pledging prohibited |
| Perquisites | Minimal | No material perqs; minimal parking subsidies; robust 401(k) match (3% base + up to 5%) |
| Pension/Deferred comp | None | No defined benefit pension; no nonqualified deferred compensation plan |
| Related party transactions | ICE family member | Sales $867,285; purchases $1,117,590 with ICE Group in 2024; reviewed under policy |
Investment Implications
- Pay-for-performance alignment: Kneale’s incentives are heavily at-risk with explicit linkage to adjusted EBITDA, CFFO/share, multi-year ROIC, and relative TSR; recurring top-decile TSR outcomes have driven maximum PSU vesting (250%) in recent cycles, reinforcing alignment with shareholder returns .
- Vesting calendar and potential selling pressure: Significant RSU and PSU vestings cluster around January each year (e.g., 2022 RSUs Jan 2025; 2023 Jan 2026; 2024 Jan 2027), and the 2022–2024 PSUs were certified at 250% in Jan 2025; monitor post-vesting Form 4s in open windows given policy restrictions, though hedging/pledging is prohibited .
- Retention and transaction risk: A robust double-trigger CIC program (3x salary + salary×target bonus%) plus substantial equity acceleration creates meaningful economics in a sale scenario, which can be retention-supportive but also heightens stakes around strategic transactions; no employment contracts and strong clawback/anti-hedging governance mitigate risk .
- Ownership and governance: Beneficial ownership (~0.08% of shares outstanding) plus large unvested awards and strict anti-pledging/hedging policies point to clean alignment; say-on-pay support has been strong (95% in 2024), and compensation peers reflect industry medians to guard against pay inflation .