R. Keith Teague
Targa ResourcesAbout R. Keith Teague
Independent director since February 2024; age 60 as of the 2025 proxy. Former COO of Tellurian (2016–2022) and senior operating executive at Cheniere (2004–2016). Education: B.S. in Civil Engineering (Louisiana Tech University) and M.B.A. (Louisiana State University). Tenure on TRGP’s board: appointed February 26, 2024; Class I director term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tellurian, Inc. | Chief Operating Officer | Oct 2016–Jul 2022 | Led LNG infrastructure operations and execution |
| Cheniere Energy Inc. | EVP – Asset Group | Feb 2014–Sep 2016 | Oversaw asset development; senior operating responsibility |
| Cheniere Energy Inc. | SVP – Asset Group | Apr 2008–Feb 2014 | Major project execution; LNG terminal/pipeline assets |
| Cheniere Energy Inc. | VP – Pipeline Operations | May 2006–Apr 2008 | Pipeline ops leadership |
| Cheniere Energy Inc. | Director – Facility Planning | Feb 2004–May 2006 | Facility planning and expansions |
| CMS Panhandle Companies | Director – Strategic Planning | Dec 2001–Sep 2003 | Strategy for interstate pipelines |
| Texas Eastern Transmission Corp. | Pipeline operations/expansion projects | Early career | Operations management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cheniere Energy Partners, L.P. (NYSE: CQP) | Director | Apr 2008–Oct 2016 | Public subsidiary board experience |
| Interstate Natural Gas Association of America (INGAA) | Director | Prior service | Industry association governance |
| INGAA Foundation | Board & Executive Committee | Prior service | Industry standards and project execution oversight |
Board Governance
- Independence: Board determined Teague is independent under NYSE standards .
- Committee memberships: Audit Committee (member; chair is Laura C. Fulton) and Compensation Committee (member; chair is Beth A. Bowman) .
- Board structure: Classified board (three classes, staggered three-year terms). Teague is Class I; board cites long-term focus rationale .
- Attendance: Board held 8 meetings in 2024; each director attended 98% of aggregate board+committee meetings during their service in 2024 .
- Executive sessions: Independent directors meet in executive session at least annually .
- Clawback: Company adopted an executive incentive compensation recovery (clawback) policy effective Oct 2023 (Section 954 compliance) .
Fixed Compensation
| Component | 2024 Policy/Amount | 2025 Policy/Amount | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $115,000 | $125,000 | Paid quarterly |
| Chair adders | Audit Chair: $25,000; Comp Chair: $20,000; Nominating/Risk/Sustainability Chairs: $15,000 | Chairman of Board: increased to $95,000; other chair adders unchanged in disclosure | Teague is not a chair |
| Meeting fees | Not disclosed (none indicated) | Not disclosed | Reimbursement of out-of-pocket expenses |
Performance Compensation
| Metric/Instrument | Grant date | Shares | Grant-date fair value per share | Total grant-date fair value | Vesting | Performance conditions |
|---|---|---|---|---|---|---|
| Restricted stock (director award) | Mar 18, 2024 | 1,947 | $106.74 | Included in Teague’s 2024 stock awards ($207,823 total) | Proxy states vest Jan 2025 ; 8-K initially expected vest Feb 26, 2025 | None; time-based one-year vest |
| Restricted stock (annual retainer equity) | Jan 2025 | 899 (Form 4) | Not applicable (A-award) | N/A | One-year vest (director program) ; award recorded Jan 16, 2025 [SEC URL below] | None; director equity is time-based; no options for directors |
- Equity retainer target value: Approx. $165,000 for 2024 directors; Chairman additional $80,000. Increased to $175,000 for 2025; Chairman additional increased to $95,000 .
- Directors do not hold options; no option grants in 2024 .
Other Directorships & Interlocks
| Company | Relationship | Potential conflict notes |
|---|---|---|
| Cheniere Energy Partners, L.P. (CQP) | Prior public company directorship | No current TRGP disclosure of related-party transactions with Teague; appointment 8-K states no Item 404(a) relationships |
| INGAA / INGAA Foundation | Industry association roles | Association roles common in sector; not a commercial conflict |
Expertise & Qualifications
- Deep LNG/midstream infrastructure operations and project execution experience from Cheniere and Tellurian .
- Engineering and business credentials (B.S. Civil Engineering – Louisiana Tech; M.B.A. – LSU) .
- Audit Committee service; board emphasizes industry experience, risk management and governance across directors .
Equity Ownership
| Date/Source | Shares beneficially owned | Notes |
|---|---|---|
| Feb 26, 2024 (Form 3) | 5,000 | Initial reporting as director; “D” indirect field not specified; director owner [Read: insider-trades] |
| Mar 18, 2024 (Form 4 A) | +1,947 granted; post-transaction 6,947 | Restricted stock award under director program [Read: insider-trades] |
| Mar 25, 2025 (Proxy table) | 6,947; <1% of outstanding | Outstanding shares base: 217,585,332 |
| Jan 16, 2025 (Form 4 A) | +899 granted; post-transaction 7,846 | Annual 2025 equity retainer grant [Read: insider-trades] |
| Options outstanding | None | Directors did not hold any stock options |
| Pledged/Hedged shares | None disclosed; pledging prohibited by policy | Insider Trading Policy prohibits pledging and hedging; exchange funds permitted |
| Ownership guidelines | 5x annual cash retainer for directors | 5 years to reach guideline; unvested RSUs count |
Director Compensation (2024 actuals)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $115,000 |
| Stock Awards (aggregate grant-date fair value) | $207,823 |
| All Other Compensation | $0 |
| Total Compensation | $322,823 |
Insider Trades (TRGP – R. Keith Teague)
| Transaction Date | Filing Date | Form | Type | Shares | Price | Post-transaction ownership | SEC link |
|---|---|---|---|---|---|---|---|
| 2024-02-26 | 2024-03-06 | 3 | Initial statement | — | — | 5,000 | https://www.sec.gov/Archives/edgar/data/1389170/000095017024027455/0000950170-24-027455-index.htm |
| 2024-03-18 | 2024-03-20 | 4 | A – Award (Restricted Stock) | 1,947 | $0 (grant) | 6,947 | https://www.sec.gov/Archives/edgar/data/1389170/000095017024034210/0000950170-24-034210-index.htm |
| 2025-01-16 | 2025-01-21 | 4 | A – Award (Restricted Stock) | 899 | $0 (grant) | 7,846 | https://www.sec.gov/Archives/edgar/data/1389170/000095017025007277/0000950170-25-007277-index.htm |
Source: Insider-trades skill output (Form 4 filings; more current than proxy) [Read: insider-trades].
Related-Party & Conflicts
- Appointment 8-K explicitly states no relationships requiring disclosure under Item 404(a) of Regulation S-K for Teague .
- Company disclosed commercial relationships with ICE Group tied to an executive’s family member; transactions at market terms; Audit Committee reviews related party transactions per charter .
- Indemnification: Company has standard indemnification agreements with directors (advancement of expenses; Delaware law) .
Compensation Committee Analysis
- Committee composition: Bowman (Chair), Cooksen, Teague; 6 meetings in 2024 .
- Independent consultant: Meridian Compensation Partners retained May 2024; Committee assessed independence and found no conflicts .
- Clawback oversight: Compensation Committee oversees policy adopted Oct 2023 .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 95% in 2024 .
- Shareholder engagement: Board highlights refreshment (including Teague’s appointment) and skills mix .
Governance Assessment
- Strengths: High board/committee attendance (98%), fully independent key committees (Audit, Compensation, Nominating & Governance, Risk, Sustainability), formal anti-hedging/anti-pledging and clawback policies, independent compensation consultant with conflict review .
- Alignment: Director equity is time-based restricted stock with regular annual grants; stock ownership guidelines for directors (5x cash retainer) support long-term alignment; non-employee directors have no options .
- Refreshment & expertise: Teague adds LNG/midstream project execution and operations depth, relevant to TRGP’s infrastructure growth strategy .
- Potential investor watch items:
- Classified board structure can constrain annual accountability; Board defends long-term focus rationale .
- Minor disclosure inconsistency on Teague’s vest date (8-K indicated Feb 26, 2025; proxy later states Jan 2025); monitor award agreements for definitive vesting terms .
- No RED FLAGS identified for Teague: No related-party transactions disclosed; independence affirmed; no pledging or hedging; no options repricing; strong attendance .
Net investor takeaway: Teague’s audit and compensation committee service, operational pedigree, and equity-based director pay under strict ownership/anti-pledging policies support governance quality and alignment. Classified board remains a structural consideration for some investors, but board refreshment and high Say-on-Pay backing mitigate entrenchment concerns .