Waters S. Davis, IV
Targa ResourcesAbout Waters S. Davis, IV
Independent director of Targa Resources Corp. (TRGP) since July 2015; age 71 as of March 28, 2025. He is a Class III nominee up for election at the May 20, 2025 annual meeting for a new term through 2028, and currently chairs the Nominating & Governance Committee; he also serves on the Risk Management Committee . The Board has affirmatively determined he is independent under NYSE rules . Background spans senior leadership in retail energy and midstream services (Reliant Energy Retail Services, Spark Energy, NuDevco) and non-profit leadership (National Christian Foundation, Houston) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Christian Foundation, Houston | President | Jul 2014 – Dec 2020 | Led philanthropic/non-profit operations |
| NuDevco LLC | Executive Vice President | Dec 2009 – Dec 2013 | Senior operating/executive role in energy services |
| Reliant Energy Retail Services | President | Jun 1999 – Jan 2002 | Led retail energy business |
| Spark Energy | Executive Vice President | Apr 2007 – Nov 2009 | Senior executive in competitive retail energy |
| Various private companies; advisor to PE firm | Senior executive/advisor | Not specified | Operational and strategic guidance |
External Roles
| Company | Role | Current/Public | Notes |
|---|---|---|---|
| Milacron Holdings Corp. | Director | Not specified | Listed as serving as a director in TRGP proxy |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee (met 3x in 2024); Member, Risk Management Committee (oversees commodity price risk/hedging) .
- Independence: Determined independent under NYSE standards (Board reviewed independence annually) .
- Attendance and engagement: Each director attended 98% of combined Board and committee meetings in 2024; Board held 8 meetings .
- Election/tenure: Class III director; up for re‑election at 2025 annual meeting for term expiring 2028 .
- Executive sessions: Independent directors meet in executive session at least annually; non‑management directors regularly meet in executive session .
- Board structure context: 91% independent board; key committees (Audit, Compensation, Nominating & Governance, Risk Management, Sustainability) are 100% independent .
Fixed Compensation (Non‑Employee Director – 2024; with 2025 changes)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $115,000 | Standard non‑employee director retainer |
| Committee chair fee – Nominating & Governance (2024) | $15,000 | Chair retainer |
| Total cash fees paid to Davis (2024) | $130,000 | Matches retainer + chair fee |
| Reimbursements | N/A | Out‑of‑pocket expenses reimbursed |
| 2025 update – cash retainer | $125,000 | All non‑employee directors; Chair of Board cash add’l $95,000 (not applicable to Davis) |
Performance Compensation (Equity; time‑based for directors)
| Grant | Grant date | Instrument | Shares | Grant-date FV | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2024 annual director equity | Jan 18, 2024 | Restricted shares | 1,947 | $159,693 | One‑year vest | Standard director grant; Chair of Board received 2,891 shares; new appointees pro‑rated |
| Options/performance equity | — | — | — | — | — | No director stock options outstanding; director equity is restricted stock; one‑year vest |
| 2025 update – equity retainer | 2025 plan | Target value | — | $175,000 | One‑year vest (program) | Annual director equity target increased; Chair of Board add’l $95,000 (not applicable to Davis) |
Other Directorships & Interlocks
| Company | Relationship to TRGP | Interlock/Conflict Notes |
|---|---|---|
| Milacron Holdings Corp. (Director) | No disclosed TRGP relationship | No TRGP related‑party transaction disclosed involving Davis; Audit Committee reviews/approves related‑party transactions per policy |
Expertise & Qualifications
- Brings expertise in retail energy, midstream and services industries, enhancing Board’s commercial and operating perspective .
- Governance leadership as Chair of the Nominating & Governance Committee; committee maintains governance processes and Board/management succession plans (met 3x in 2024) .
- Risk oversight exposure via membership on Risk Management Committee (commodity risk and hedging oversight) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Davis) | 6,554 shares; includes 4,554 shares held by the Waters Davis Legacy Trust, where he is co‑trustee and co‑beneficiary |
| % of shares outstanding | ~0.003% (6,554 / 217,585,332 outstanding as of 3/25/2025) |
| Outstanding restricted shares from 2024 grant | 1,947 (as of 12/31/2024, outstanding until 1‑year vesting) |
| Pledged/hedged shares | None disclosed; insider policy prohibits pledging, shorting and certain hedges by directors |
| Director ownership guideline | 5x annual cash retainer for non‑employee directors |
| Indicative value of Davis’s holdings vs guideline | ~$1.17 million (6,554 × $178.50 12/31/2024 close) vs guideline ~$575,000 (5 × $115,000 2024 retainer) — appears above guideline threshold |
Governance Assessment
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Strengths and positive signals:
- Independent director with long service (since 2015) and high attendance (98% of Board/committee meetings in 2024) .
- Chairs Nominating & Governance (board refreshment, governance processes) and sits on Risk Management (commodity risk) — strong governance and risk oversight footprint .
- Clear ownership alignment: meaningful share ownership and time‑based equity; anti‑pledging/anti‑hedging policy enhances alignment .
- Director pay structure is standard (cash retainer + modest chair fee + one‑year RS), with 2025 increases remaining in market range; no meeting fees or option awards that could misalign incentives .
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Conflicts and red flags:
- No related‑party transactions disclosed involving Davis; Board reaffirmed his independence after reviewing commercial relationships where applicable .
- No pledging or hedging allowed under policy; no exceptions disclosed .
- No insider trading or legal proceedings issues disclosed for Davis in the proxy.
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Broader investor context:
- Say‑on‑pay support strong at 95% in 2024; all key committees comprised solely of independent directors — supportive of investor confidence in governance practices .
Overall, Davis’s committee leadership (Nominating & Governance chair) and risk oversight role, independence, and attendance support board effectiveness with no apparent conflicts or engagement red flags based on the latest proxy disclosures.
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