Matthew J. Meloy
Targa ResourcesAbout Matthew J. Meloy
Matthew J. Meloy (age 47) is Chief Executive Officer and a director of Targa Resources Corp. (TRGP), roles he has held since March 1, 2020; he previously served as President (2018–2020) and CFO (2010–2018) and joined Targa in 2006 after working in energy structured finance at The Royal Bank of Scotland (2003–2006) . Under Meloy’s leadership, Targa delivered record 2024 adjusted EBITDA of $4,142 million and record cash flow from operations per share, with 2024 bonuses capped at 2.0x on strong performance; the 2022–2024 PSU cycle paid at 250% on 239% three-year TSR (1st/32 in AMUS), and Say‑on‑Pay support exceeded 95% in 2024 . Board leadership is separated (Chairman: Paul W. Chung; Lead Independent Director: Laura C. Fulton), with 100% independent key committees, mitigating CEO/director dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Targa Resources Corp. | Chief Executive Officer and Director | 2020–present | Oversaw record 2024 adjusted EBITDA and fee-based margin strength; advanced major projects (Daytona NGL, Trains 9/10) and capital returns . |
| Targa Resources GP LLC (TRP GP) | Chief Executive Officer | 2020–present | Led GP through growth and integration with Targa’s footprint . |
| Targa Resources Corp. | President | 2018–2020 | Managed operational and strategic initiatives pre-CEO . |
| Targa Resources Corp. | EVP & Chief Financial Officer (also Treasurer to Dec 2015) | 2015–2018 | Led finance, capital markets, and balance sheet positioning through commodity cycles . |
| Targa Resources Corp. | SVP, CFO & Treasurer | 2010–2015 | Built finance function, treasury, and capital allocation processes . |
| Targa Resources Corp. | VP – Finance & Treasurer | 2008–2010 | Strengthened capital markets access and liquidity . |
| Targa Resources Corp. | Director, Corporate Development | 2006–2008 | Led corporate development in early growth years . |
| The Royal Bank of Scotland | Structured Finance – Energy | 2003–2006 | Structured energy finance transactions; capital markets expertise . |
External Roles
- No current outside public-company directorships disclosed; Meloy serves on TRGP’s Board (Class III) and previously served on Targa Resources GP LLC’s board (2020–2021) .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Year | Salary | Bonus (Cash AIP) | Stock Awards (Grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $1,017,500 | $3,584,000 | $10,881,532 | $32,761 | $15,515,793 |
| 2023 | $970,475 | $2,327,100 | $10,864,516 | $29,539 | $14,191,630 |
| 2022 | $900,000 | $3,600,000 | $10,675,003 | $27,539 | $15,202,542 |
Key 2024 salary actions and targets:
- Base salary: increased to $1,024,000 effective January 2024 (4% y/y) .
- Target bonus: 175% of salary ($1,792,000) .
- Actual 2024 bonus paid: $3,584,000 (company factor 2.0x; individual factor 1.0x) .
Performance Compensation
Annual Incentive (2024 program mechanics and outcomes)
| Metric Category (Weight) | Target Range | Actual | Payout Factor |
|---|---|---|---|
| Adjusted EBITDA (part of Financial 60%) | $3,658mm target; $4,207mm max | $4,142mm | 2.36x |
| CFFO per share (Financial) | $13.33 target; $15.33 max | $15.49 | 2.50x |
| 3-yr ROIC (Financial) | 12% target; 20% max | 22% | 2.50x |
| Commercial/Operational (30%) | On-time/on-budget major projects, commercial wins | Exceeded thresholds; multiple growth wins | 2.00x |
| Sustainability (10%) | Talent/ESG progress | Met expectations | 1.00x |
| Safety Modifier | Downside-only | No adjustment | — |
- Calculated payout: 2.17x; approved at plan cap 2.00x; CEO’s final multiplier 2.00x .
Long-Term Incentives (2024 grants and design)
- Mix: 50% RSUs, 50% PSUs (3-year) .
- CEO 2024 target LTI: 800% of salary ($8,192,000), granted 48,328 RSUs and 48,328 PSUs on 1/18/2024 .
- PSU design: 3-year relative TSR vs Alerian US Midstream Index; payout 0% at <25th, 50% at 25th, 100% at 55th, 250% at ≥75th percentile (straight-line between points) .
PSU realized performance
- 2022–2024 PSU cycle: Targa 3-year TSR 239%, 100th percentile (1st of 32); payout 250% of target .
CEO realized/vested equity (supply considerations)
- Shares vested in 2024: 416,385; value realized $34,347,599 (from 1/19/2021 awards) .
- 2022 PSU cycle vested at 250% upon certification in January 2025 (additional share delivery) .
Equity Ownership & Alignment
- Beneficial ownership: 595,986 shares as of March 25, 2025 (≈0.27% of 217,585,332 shares outstanding) .
- Stock ownership guidelines: CEO must hold 5.0x base salary; all NEOs compliant .
- Anti-hedging/pledging: directors and officers prohibited from hedging and pledging; also no short sales or options; trading restricted around quarter-ends .
- Options: none outstanding; company does not currently grant options .
Outstanding unvested awards (12/31/2024)
| Award Type | Units Unvested | Market/Payout Value |
|---|---|---|
| RSUs (incl. earned PSUs now time-vesting) | 328,508 | $58,638,678 (at $178.50) |
| PSUs (unearned; shown at 250% per SEC rules) | 254,725 | $45,468,413 (at $178.50) |
Key vesting calendar (CEO awards)
- 1/20/2022 RSUs vest 1/20/2025; related 2022 PSUs (performance period ended 12/31/2024) converted and time-based through certification in early 2025 .
- 1/19/2023 RSUs vest 1/19/2026; 2023–2025 PSUs contingent on relative TSR through 12/31/2025 .
- 1/18/2024 RSUs vest 1/18/2027; 2024–2026 PSUs contingent on relative TSR through 12/31/2026 .
Insider selling pressure lens: Large January vesting events (RSUs and PSUs) can create potential supply; however, TRGP’s policy restricts trading around quarter-ends and prohibits pledging/hedging, moderating pressure and alignment risks .
Employment Terms
- Employment agreements: none; “no employment contracts” governance practice .
- Clawback: Dodd-Frank-compliant incentive compensation recovery policy (cash/equity) effective Oct 2023 for Section 16 officers upon restatements .
- Change-in-control (CIC) severance (double-trigger within 18 months): lump sum cash = 3×(base salary + base salary × most recent target bonus %); plus up to 3 years medical/dental continuation; no excise tax gross-up (best-net cutback if applicable) .
- Equity on CIC Termination or retirement: RSUs vest in full; PSUs vest at greater of 100% or actual guideline percentage as determined at CIC; death/disability vests full .
- Estimated payouts (as of 12/31/2024): CEO $114,500,392 upon Qualifying Termination following CIC (aggregate, largely equity); $105,990,794 upon death/disability; cash portion under CIC program: $8,509,598 (incl. benefits) .
Board Governance & Roles
- Board service: Director since March 1, 2020; Class III nominee for 2025 election .
- Committee roles: CEO/director is not listed on standing committees; Audit, Compensation, Nominating & Governance, Risk Management, and Sustainability Committees are 100% independent .
- Leadership structure: Chairman separate from CEO; Lead Independent Director in place; independent director executive sessions at least annually; board independence ~91% .
- Board attendance: directors attended 98% of Board/committee meetings in 2024 .
- Say‑on‑Pay: 95% support in 2024 (2021–2024 consistently >95%) .
Performance & Track Record
- 2024 highlights: record adjusted EBITDA; on-time/on-budget execution of Daytona NGL Pipeline, Trains 9/10, Greenwood II, Roadrunner II; >90% fee-based margin; Moody’s upgrade to Baa2; increased dividends and record buybacks .
- 2024 AIP outcomes: above-max results on CFFO/share and ROIC; near‑max on Adjusted EBITDA, driving 2.0x capped bonus .
- Pay-versus-performance: PEO compensation “actually paid” tracks TSR; $100 invested rose to $437.18 by 2024 (Company TSR), evidencing strong shareholder returns during tenure .
Compensation Structure Details
Compensation peers (used for 2024 decisions; 15 companies)
- APA, Cheniere, Devon, Diamondback, Energy Transfer, Enterprise Products, EnLink Midstream, Equitrans Midstream, Kinder Morgan, Marathon Oil, NuStar, ONEOK, Ovintiv, Plains All American, Williams .
- 2024 changes vs 2023: removed Crestwood, Magellan Midstream, Pioneer Natural Resources due to acquisitions .
- Independent consultant: Meridian Compensation Partners; no conflicts; retained by Compensation Committee .
Director Compensation (for governance reference)
- Non-employee directors receive cash retainers and annual restricted stock; CEO receives no additional director compensation (covered in executive pay) .
Investment Implications
- Pay-for-performance alignment: Strong. 91% of CEO target 2024 TDC is at-risk; PSUs tied to relative TSR with payout set above median at 55th percentile target; 2022–2024 PSUs paid at 250% on top-decile TSR, validating metric rigor .
- Retention vs selling pressure: Significant unvested RSUs/PSUs (>$104 million at 12/31/2024) and multi-year vesting dates promote retention; policy bans pledging/hedging and constrains trading windows, reducing misalignment risk, though large January vesting events can create episodic liquidity supply .
- Governance risk: CEO also serves as director, but Chairman is independent and committees are fully independent; Lead Independent Director and executive sessions provide counterbalance; Say‑on‑Pay at 95% indicates shareholder support .
- Downside protections: No employment contracts; double-trigger CIC; clawback in place; no excise tax gross-ups; limited perquisites; no stock options—collectively shareholder-friendly .
- Change-in-control economics: Aggregate CIC termination value is large given accumulated equity ($114.5 million), which is typical for long-tenured, equity-heavy programs; investors should monitor M&A incentives and any acceleration provisions .
Data Appendix (select additional disclosures)
- CEO 2024 target vs actual bonus: 175% target ($1,792,000) vs $3,584,000 actual (2.0x; no individual adjustment) .
- CEO 2024 grant-date values: RSUs at $82.02 and PSUs at $143.14 fair value per unit (Monte Carlo) .
- Ownership concentration: CEO beneficially owns 595,986 shares vs 217,585,332 shares outstanding (3/25/2025) .