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Patrick J. McDonie

President – Gathering and Processing at Targa ResourcesTarga Resources
Executive

About Patrick J. McDonie

Patrick J. McDonie (age 64) is President – Gathering and Processing at Targa Resources Corp., a role he has held since March 2018 (7 years as of March 28, 2025). He previously served as EVP – Southern Field G&P (2015–2018), President of Atlas Pipeline Partners GP LLC (2013–2015), COO/SVP at Atlas (2012–2013), and President of ONEOK Energy Services Company (2008–2012). Targa delivered record 2024 adjusted EBITDA of $4,142.3 million, with strong fee-based margins, and three-year PSU performance for 2022–2024 paid at 250% on top-decile relative TSR of 239% versus the Alerian US Midstream Index, underscoring alignment of pay with shareholder returns .

Past Roles

OrganizationRoleYearsStrategic Impact
Targa Resources Corp.EVP – Southern Field G&PNov 2015 – Feb 2018Led Southern Field G&P operations before promotion to President – G&P
Atlas Pipeline Partners GP LLCPresidentOct 2013 – Feb 2015Led Atlas until acquisition by Targa Partners in Feb 2015, aiding integration
Atlas Pipeline Partners GP LLCCOO / SVPJul 2012 – Oct 2013Senior operations leadership during pre-acquisition period
ONEOK Energy Services CompanyPresidentMay 2008 – Jul 2012Ran natural gas transportation, storage, supply and marketing business

External Roles

OrganizationRoleYearsStrategic Impact
ONEOK Energy Services CompanyPresident2008 – 2012Commercial leadership in gas logistics and marketing (industry network)
Atlas Pipeline Partners GP LLCPresident / COO / SVP2012 – 2015Led the entity acquired by Targa; continuity supported Targa’s G&P footprint

Fixed Compensation

Metric202220232024
Base Salary ($)$540,000 $602,500 $650,000 (raised from $615,000 at YE’23; +6%)
Actual Annual Bonus Paid (Cash) ($)$1,080,000 $830,300 $1,300,000
Stock Awards Grant-Date Fair Value ($)$2,601,978 $2,755,784 $2,805,944
All Other Compensation ($)$27,225 $29,539 $30,876
Total Compensation ($)$4,249,203 $4,218,123 $4,780,987
2024 Target BonusValue
Target Bonus % of Salary100%
Target Bonus ($)$650,000
Company Plan Payout Factor2.00x (capped)
Individual Performance Factor1.00x
Actual Cash Bonus Paid$1,300,000

Performance Compensation

Metric (2024 AIP)WeightThresholdTargetMaxActualPayout Factor
Adjusted EBITDA ($mm)60% $3,292 $3,658 $4,207 $4,142 2.36
CFFO per Share ($)60% $12.00 $13.33 $15.33 $15.49 2.50
3-year ROIC (%)60% 10% 12% 20% 22% 2.50
Commercial/Operational Execution30% On-time/on-budget projectsTargetExceedMultiple major projects delivered; >90% fee-supported G&P; Blackcomb stake; new acreage2.00
Sustainability (Talent/Environmental)10% Meet thresholdsTargetRecord ~3,370 employees; investor dialogue; methane programs1.00
Safety ModifierOverlay No adjustment appliedN/A
Total Calculated (Capped)2.00x
Long-Term Incentives (2024 Grants)Detail
Target LTIP Award (% of Salary)325%
Target LTIP Award ($)$2,112,500
RSUs Granted (Jan 18, 2024)12,462 units; fair value $82.02 per unit
PSUs Granted (Jan 18, 2024)12,462 target units; Monte Carlo fair value $143.14 per unit
PSU Design3-year relative TSR vs Alerian US Midstream Index; 25th pct=50%, 55th pct=100%, ≥75th pct=250% (target at 55th pct)
2022–2024 PSU PayoutTarga 3-year TSR 239%; 100th pct; 250% of target earned (certified Jan 16, 2025)
Shares Vested in 2024Value Realized
Shares vested (RSUs/PSUs from 1/19/2021 awards)101,493
Value realized on vesting ($)$8,372,158 (at $82.49 on 1/19/2024)

Equity Ownership & Alignment

Ownership MetricValue
Total Beneficial Ownership (Shares)280,321
Shares Outstanding (Record Date)217,585,332
Ownership as % of Outstanding~0.129% (280,321 ÷ 217,585,332)
Unvested RSUs (12/31/2024)81,285 units
Unearned PSUs (12/31/2024, SEC disclosure at max level)65,120 units (combines 2023 and 2024 cycles shown at 250% level per SEC rules)
Options OutstandingNone (company does not currently grant options)
  • Stock ownership guidelines: 3.0x base salary for other executives; five-year compliance window; all NEOs are compliant .
  • Anti-hedging/anti-pledging: Insiders prohibited from hedging and pledging Targa stock; certain options/derivatives also prohibited .
  • No pledging disclosed for McDonie; beneficial ownership footnotes do not indicate any pledges .

Employment Terms

ProvisionKey Terms
Employment ContractCompany states “No employment contracts” for NEOs
Clawback PolicyAdopted Oct 2023; mandatory recovery of incentive compensation for Section 16 officers upon financial restatement (cash and equity)
Severance – CIC ProgramUpon “Qualifying Termination” within 18 months of CIC: lump sum equal to 3×(salary + salary×most recent target bonus%); up to 3 years of medical/dental continuation; 280G cutback/pay full for best net
Equity – CIC TreatmentDouble-trigger vesting: RSUs fully vest on CIC termination; PSUs vest at greater of 100% or actual guideline % at CIC; retirement conditions allow continued vesting if non-compete-like conditions met
Single-trigger policiesNo single-trigger CIC severance; no single-trigger CIC vesting for NEO equity awards
Estimated Cash Severance (CIC Qualifying Termination)$3,967,023 for McDonie (includes benefits continuation)
Aggregate Payments – CIC + Equity (as of 12/31/2024)$30,578,394 for McDonie (CIC qualifying termination); $26,611,371 upon death/disability

Vesting Schedules (Outstanding Awards as of 12/31/2024)

AwardVesting DateUnits
RSUs granted 1/20/20221/20/202539,455 (plus earned PSUs converted to RSUs for 2022 cycle)
RSUs granted 1/19/20231/19/202613,586
RSUs granted 1/18/20241/18/202712,462
PSUs grant 1/19/2023 (performance period)Through 12/31/202513,586 target units; disclosed at 250% for SEC table presentation
PSUs grant 1/18/2024 (performance period)Through 12/31/202612,462 target units; disclosed at 250% for SEC table presentation

Compensation Structure Analysis

  • Pay mix emphasizes at-risk compensation; RSUs+PSUs comprise majority of value and tie realizable pay to TSR and multi-year vesting; options are not used, reducing repricing risk .
  • Year-over-year changes: 2024 salary +6% to $650k; bonus up to $1.3m from $0.83m in 2023; stock awards modestly higher ($2.81m vs $2.76m) .
  • Performance rigor: AIP uses Adjusted EBITDA, CFFO/share, 3-year ROIC with high maximums and a 2.0x total cap; safety modifier can only reduce payout; PSU target set above median at 55th percentile .

Performance & Track Record

  • Company TSR: Value of $100 investment reached $437.18 by 2024; peer group TSR $249.66; Net income $1,553.5m and Adjusted EBITDA $4,142.3m in 2024 .
  • 2022–2024 relative TSR: 239%; top decile; PSUs paid at 250% of target .
  • 2024 operating achievements: On-time/on-budget delivery of Daytona NGL Pipeline, Trains 9 & 10; >90% fee-based margins; major new acreage/commercial wins .

Governance & Shareholder Feedback (context)

  • Say-on-Pay support 95% in 2024; board independence 91%; active shareholder outreach .

Equity Ownership & Alignment Table (Detail)

ComponentCount/Value
Beneficial shares owned280,321
Unvested RSUs (total)81,285 (2022: 39,455; 2023: 13,586; 2024: 12,462; plus 2022 earned PSUs converted to RSUs)
Unearned PSUs (SEC table presentation at 250%)65,120 (2023 adjusted: 33,965; 2024 adjusted: 31,155)
Shares vested in 2024101,493; value $8,372,158
Ownership guidelines3.0x salary; all NEOs compliant
Hedging/pledgingProhibited for insiders; no pledges disclosed

Employment Terms Summary (Detail)

TermDetail
CIC cash severance3×(salary + salary×target bonus%); paid within 60 days; 3 years medical/dental continuation; 280G best-net approach
Equity acceleration (CIC termination)RSUs fully vest; PSUs vest at ≥100% or actual guideline percentage as of CIC; committee discretion to adjust average performance %
Retirement vesting conditionsContinued vesting if performing consulting or refraining from working for competitors/similar roles (director roles at non-competitors permitted)
ClawbackMandatory recovery for restatements (cash/equity) effective Oct 2023
PerquisitesMinimal (parking subsidies); standard 401(k) contributions; life insurance premiums disclosed

Investment Implications

  • Strong pay-for-performance alignment: McDonie’s variable pay is driven by multi-factor AIP and three-year PSUs tied to above-median relative TSR; recent 250% PSU payout signals robust execution and shareholder value alignment .
  • Retention risk moderate: Three-year cliff vesting on RSUs/PSUs and double-trigger CIC protection promote retention; no employment contract reduces rigidity, but substantial unvested equity and ownership guideline compliance increase stickiness .
  • Insider selling pressure: 2024 vesting realized 101,493 shares with $8.37m value; combined with ongoing unvested RSUs/PSUs, watch Form 4s around January vest dates for potential sales, though pledging/hedging are prohibited .
  • Change-in-control economics: Aggregate payout potential ($30.6m including equity at 12/31/2024) is sizable; cash severance formula is standard vs peers with no excise tax gross-up, mitigating a common red flag .
  • Execution signal: Company-level record adjusted EBITDA ($4.142B) and high fee-based margins underpin AIP outperformance; continued on-time/on-budget project delivery and commercial wins increase confidence in McDonie’s operational oversight .