Robert M. Muraro
Targa ResourcesAbout Robert M. Muraro
Robert M. Muraro, age 48, is Chief Commercial Officer (CCO) of Targa Resources Corp., serving in this role since March 2018 following progressive commercial leadership positions across Targa’s midstream businesses . Company performance during his executive tenure has been strong: 2024 adjusted EBITDA reached $4,142.3 million, up 17% year-over-year per the 2024 bonus plan scoring; 3-year TSR for the 2022–2024 PSU cycle was 239% (top decile), driving a 250% PSU payout, underscoring pay-for-performance alignment . Targa highlighted resilient fee-based margins (>90%), on-time/on-budget delivery of major projects (Daytona NGL Pipeline, Train 9/10), and new commercial wins supporting volume/margin growth across its integrated wellhead-to-water strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Targa Resources Corp. / General Partner | Chief Commercial Officer | Mar 2018–Present | Executive leadership over commercial strategy and execution across segments |
| Targa Resources Corp. / General Partner | EVP — Commercial | Feb 2017–Feb 2018 | Senior commercial leadership |
| Targa Midstream Services LLC | SVP — Commercial & Business Development | Mar 2016–Feb 2017 | Commercial and BD leadership |
| Targa Midstream Services LLC | VP — Commercial Development | Jan 2013–Mar 2016 | Commercial development |
| Targa (subsidiaries) | Director — Business Development | Aug 2004–Jan 2013 | Business development for growth initiatives |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $540,000 | $602,500 | $644,167 |
| Year-end Base Rate ($) | — | $615,000 | $650,000 |
| 401(k) + Profit Sharing ($) | $27,225 | $29,539 | $27,600 |
| Life Insurance Premiums ($) | $— | $— | $3,276 |
| All Other Compensation ($) | $27,225 | $29,539 | $30,876 |
| Total Compensation ($) | $4,249,203 | $4,218,123 | $4,780,987 |
Notes:
- Targa provides standard benefits (401(k) contributions and health/welfare), but does not maintain a defined benefit pension or nonqualified deferred compensation plan; perquisites are minimal (e.g., modest parking subsidy) .
Performance Compensation
Annual Incentive Plan (Cash) — 2024
| Item | Value |
|---|---|
| Target Bonus (% of Salary) | 100% |
| Target Bonus ($) | $650,000 |
| Company Performance Factor | 2.00x (capped) |
| Individual Performance Factor | 1.00x |
| Actual Bonus Paid (Cash) | $1,300,000 |
Detailed 2024 metrics and scoring:
| Metric (Category Weight) | Target/Threshold/Max | Actual | Payout Factor |
|---|---|---|---|
| Adjusted EBITDA (Financial 60%) | Threshold $3,292m / Target $3,658m / Max $4,207m | $4,142m | 2.36x |
| CFFO per Share (Financial 60%) | Threshold $12.00 / Target $13.33 / Max $15.33 | $15.49 | 2.50x |
| 3-year ROIC (Financial 60%) | Threshold 10% / Target 12% / Max 20% | 22% | 2.50x |
| Commercial/Operational Execution (30%) | On-time/on-budget major projects, commercial wins | Achieved; 90%+ G&P volumes fee/floor; Blackcomb stake | 2.00x |
| Sustainability (10%) | Talent management; environmental/governance progress | Achieved; aerial methane surveys; board refresh | 1.00x |
Safety operated as a modifier but did not adjust payouts in 2024 .
Long-Term Incentives — 2024 Grant Mix and Terms
| Grant Date | Type | Units Granted | Fair Value/Unit | Vesting/Performance |
|---|---|---|---|---|
| 01/18/2024 | RSUs | 12,462 | $82.02 | 100% vest 01/18/2027 (service-based) |
| 01/18/2024 | PSUs | 12,462 | $143.14 (Monte Carlo) | 3-year TSR vs AMUS; perf. period 01/01/2024–12/31/2026 |
- 2024 LTIP target award value: $2,112,500 for Muraro (50% RSUs / 50% PSUs) .
- 2022–2024 PSU payout certified at 250% based on Targa’s 3-year TSR of 239% (1st of 32 AMUS companies) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Shares) | 164,281 shares; less than 1% of outstanding |
| Ownership Guidelines | Other executives: 3x base salary; 5 years to comply; unvested RSUs count; all NEOs compliant |
| Anti-Hedging/Pledging | Company prohibits hedging and pledging for certain insiders; policy filed with 2024 10-K . Targa’s compensation governance explicitly prohibits hedging/pledging . |
| Options | None outstanding; no option grants in 2024 |
| RSUs Unvested (12/31/2024) | 81,285 units; market value $14,509,373 (at $178.50) |
| PSUs Unearned (12/31/2024) | 65,120 units; payout value $11,623,920 (at $178.50, using 250% estimate per SEC rules) |
Vesting schedules by award cohort:
- 2022 RSUs: 100% vest on 01/20/2025 .
- 2023 RSUs: 100% vest on 01/19/2026 .
- 2024 RSUs: 100% vest on 01/18/2027 .
- 2023 PSUs: Performance period ends 12/31/2025 (payout based on relative TSR; vesting post-certification) .
- 2024 PSUs: Performance period ends 12/31/2026 (relative TSR; payout ranges 0–250%) .
Employment Terms
- No employment contracts; no single-trigger change-in-control severance; no single-trigger change-in-control vesting; no excise tax gross-ups; robust clawback policy; independent consultant (Meridian) advises Compensation Committee .
- Change-in-Control Program (amended 2015): For a qualifying termination within 18 months of a change-in-control, lump-sum severance equals three times (salary + salary × most recent target bonus %) plus up to 3 years’ medical/dental continuation; Muraro’s estimated cash/benefit package as of 12/31/2024 was $3,961,598 .
- Equity acceleration under Stock Incentive Plan:
- On double-trigger (CIC + termination without cause/for good reason) or death/disability: RSUs fully vest; PSUs vest at the greater of 100% or actual guideline performance percentage; estimated equity value for Muraro at 12/31/2024 was $26,611,371 .
- Retirement treatment: awards continue vesting on original schedule if the executive provides consulting services or refrains from competitive employment through vesting dates (director roles at non-competitors permitted) .
- Clawback policy (effective Oct 2023): Recovers incentive-based compensation (cash and equity) for current/former Section 16 officers in event of a financial restatement; applies to annual bonuses and PSUs; incorporated into award agreements .
Compensation Mix and Trends (Muraro)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $540,000 | $602,500 | $644,167 |
| Bonus Paid ($) | $1,080,000 | $830,300 | $1,300,000 |
| Stock Awards ($) | $2,601,978 | $2,755,784 | $2,805,944 |
| All Other Comp ($) | $27,225 | $29,539 | $30,876 |
| Total ($) | $4,249,203 | $4,218,123 | $4,780,987 |
Performance & Track Record
- 2024 performance highlights: record adjusted EBITDA; record Permian G&P, NGL transport, fractionation, and LPG export volumes; >90% margin fee-based; delivery of downstream expansions; new integrated G&P contracts (100k+ acres; multi-year ~300 MMcf/d); stake in Blackcomb residue pipeline; Moody’s upgrade to Baa2; increased capital returns via dividends and record buybacks .
- Pay-versus-performance: CAP aligns with TSR, net income, and adjusted EBITDA; Targa targeted ~60% of NEO compensation in equity (RSUs/PSUs 50/50) .
- Say-on-pay support remained strong: 95% in 2024; 96% in 2023 .
Compensation Governance
- Compensation Committee (independent directors; Chair: Beth A. Bowman) retained Meridian; independence assessed; no conflicts found .
- Peer group and market references inform pay (midstream/E&P peers); program emphasizes variable, performance-tied pay with relative TSR in PSUs .
- Good governance features: majority of pay at risk; combination of absolute and relative metrics; comprehensive clawback; ownership guidelines; no hedging/pledging; annual risk assessment; limited perquisites .
Investment Implications
- Strong pay-for-performance alignment: outsized PSU payout (250%) reflects exceptional TSR, reinforcing equity-heavy, at-risk compensation tied to long-term value creation .
- Retention and selling pressure: substantial unvested equity (RSUs 81,285; PSUs 65,120) with known vesting dates (2025/2026/2027) may create periodic liquidity events; anti-hedging/pledging policy reduces misalignment risk .
- CIC economics: double-trigger severance and equity acceleration are meaningful (cash/benefits ~$3.96 million; equity ~$26.6 million at 12/31/2024), implying retention incentives balanced with shareholder-aligned vesting rules (no single-trigger) .
- Governance support: high say-on-pay and robust clawback mitigate red flags; no employment contracts or tax gross-ups, and no options outstanding, limit risk of misaligned incentives .
Overall, Muraro’s incentives emphasize fee-based execution, cash flow per share, ROIC, and relative TSR—factors central to Targa’s strategy and investor returns .