Lindsey M. Cooksen
Targa ResourcesAbout Lindsey M. Cooksen
Lindsey M. Cooksen (age 42) is an independent, Class II director of Targa Resources Corp., serving on the Board since June 2020. She is the founder and Managing Director of Cooksen Wealth, LLC (since April 2019) and previously held senior roles in private wealth management at Morgan Stanley (2009–2019) and worked at Citigroup Global Investment Bank (2005–2007). Her background emphasizes financial services, wealth management, portfolio construction, tax planning, and risk mitigation, bringing an investor-focused perspective to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Private Wealth Management | Private Wealth Advisor; Family Wealth Director; Portfolio Management Director | 2009–2019 | Led wealth/portfolio construction and risk mitigation for clients; financial services expertise |
| Citigroup Global Investment Bank | Professional (Investment Banking) | 2005–2007 | Exposure to capital markets and corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cooksen Wealth, LLC (private) | Founder & Managing Director | Apr 2019–present | Wealth management firm; founder-operator experience |
| Public company boards | — | — | No other current public company directorships disclosed |
Board Governance
- Independence and class: The Board affirmatively determined Ms. Cooksen is independent under NYSE standards; she is a Class II director (with Class II terms through the 2027 annual meeting) .
- Committees: Member, Compensation Committee; Member, Sustainability Committee. The Compensation Committee met six times in 2024 and the Sustainability Committee oversees ESG strategy; each committee is fully independent .
- Committee leadership: Not a chair; Compensation Committee chaired by Beth A. Bowman; Sustainability Committee chaired by Paul W. Chung .
- Attendance and engagement: In 2024, directors on average attended 98% of Board and committee meetings; 11 of 12 directors attended the 2024 annual meeting (the sole absence was a retiring director) .
- Board structure and independence: 11 directors; 91% independent; 100% independent Audit, Compensation, Nominating & Governance, Risk Management, and Sustainability committees. Lead Independent Director: Laura C. Fulton; independent directors meet in executive session at least annually .
- Shareholder alignment signal: Say-on-pay support was 95% in 2024, indicating broad investor endorsement of compensation governance .
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard retainer for non-employee directors in 2024 |
| Committee chair retainers (if applicable) | N/A | Chair premiums: Audit $25,000; Compensation $20,000; Nominating, Risk, Sustainability $15,000; Ms. Cooksen is not a chair |
| Meeting fees | None disclosed | Directors reimbursed for out-of-pocket expenses; no separate meeting fees disclosed |
Director compensation earned in 2024:
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | All Other | Total |
|---|---|---|---|---|
| Lindsey M. Cooksen | $115,000 | $159,693 | — | $274,693 |
Changes for 2025:
- Cash retainer increased to $125,000; equity retainer target increased to $175,000 (chair adders also increased; not applicable to Ms. Cooksen) .
Performance Compensation (Equity – Time-Based for Directors)
| Grant Date | Instrument | Shares Granted | Grant-Date FV per Share | Total Grant-Date FV | Vesting |
|---|---|---|---|---|---|
| Jan 18, 2024 | Restricted Shares | 1,947 | $82.02 | $159,693 | One-year vesting (January 2025) |
- Directors receive time-vested equity (restricted shares), not performance-conditioned awards; these are intended to align interests via ownership over time .
Other Directorships & Interlocks
| Company | Role | Sector | Interlock/Conflict Relevance |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Ms. Cooksen |
Expertise & Qualifications
- Financial and investor perspective: Wealth management, portfolio construction, tax planning, risk mitigation .
- Governance and compensation oversight: Active member of Compensation Committee, which oversees executive/director pay, clawback policy, and engages an independent consultant (Meridian); committee determined consultant independence and no conflicts in 2024 .
- Sustainability oversight: Member of Sustainability Committee, which oversees environmental, social, and sustainability governance and disclosures .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Hedging/Pledging | Ownership Guidelines |
|---|---|---|---|---|
| Lindsey M. Cooksen | 10,176 | <1% | Company policy prohibits hedging and pledging by directors/officers | Non-employee directors: 5x annual cash retainer; 5 years to comply |
Notes:
- Beneficial ownership as of March 25, 2025 (record date) .
- Director equity grants outstanding as of year-end follow one-year vesting (2024 grants), aligning with annual service cycles .
Related-Party and Conflicts Review
- Related-party transactions: The proxy’s related-person transactions disclosure includes a family relationship involving another executive (President) and Intercontinental Exchange; no transactions involving Ms. Cooksen are disclosed .
- Independence determinations considered commercial relationships; the Board reaffirmed Ms. Cooksen’s independence under NYSE standards .
Compensation Committee Context (Relevance to Ms. Cooksen’s Committee Role)
- Consultant independence: The Compensation Committee retained Meridian in May 2024 and concluded no conflicts of interest after reviewing independence factors .
- Clawback policy: Board adopted an incentive compensation recovery (clawback) policy effective October 2023, applicable to Section 16 officers; the Compensation Committee oversees enforcement consistent with NYSE rules .
Governance Assessment
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Strengths
- Independent director with strong financial/investor skillset on Comp and Sustainability committees .
- High Board independence (91%) and fully independent key committees; presence of Lead Independent Director; regular executive sessions .
- Excellent attendance (98% average) and strong say-on-pay support (95% in 2024), signaling effective oversight and shareholder alignment .
- Director pay well-balanced between cash and time-vested equity, with sensible increases in 2025 to remain competitive .
-
Watch items/Red flags
- None disclosed specific to Ms. Cooksen (no related-party exposure; hedging/pledging prohibited by policy) .
- As with many boards, director equity is time-based (not performance-linked), but this is standard practice for non-employee directors and supports ownership alignment .
Overall, Ms. Cooksen’s profile and committee assignments indicate solid board effectiveness in compensation and sustainability oversight, without disclosed conflicts that would undermine investor confidence .