William A. Byers
Targa ResourcesAbout William A. Byers
William A. Byers, age 49, has served as Chief Financial Officer of Targa Resources Corp. since July 2024. He previously was CFO at Manchester Energy (2022–2024) and Executive VP/CFO at Navitas Midstream (2014–2022); prior to that, he spent 14 years in energy investment banking, most recently as a Managing Director at Barclays . Targa’s pay-for-performance architecture ties long-term incentives to relative TSR; the 2022–2024 PSU cycle paid 250% at 239% three-year TSR, ranking 1st in the Alerian US Midstream Index cohort . Selected company performance context: revenues and EBITDA have trended upward since 2022, supporting incentive funding; see table below (values from S&P Global).
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $20,929,800,000* | $16,060,300,000* | $16,381,500,000* |
| EBITDA ($USD) | $2,829,800,000* | $3,961,700,000* | $4,129,000,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manchester Energy, LLC | Chief Financial Officer | Jun 2022–Jun 2024 | Private energy CFO experience; financial leadership and capital discipline |
| Navitas Midstream Partners, LLC | EVP & Chief Financial Officer | Aug 2014–Feb 2022 | Built midstream finance and controls; supported growth execution |
| Barclays | Managing Director, Energy Investment Banking | Prior 14 years | Led energy sector banking; capital markets and M&A expertise |
External Roles
No public company directorships or external board roles disclosed for Byers in the company’s filings reviewed.
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base salary | $575,000 (prorated for 2024) | Effective upon CFO appointment (July 22, 2024) |
| Target annual bonus | 100% of base salary | Maximum payout 200% of target; prorated for 2024 |
| Long-term incentive target | 325% of base salary | Prorated 2024 awards; ongoing annual program thereafter |
Performance Compensation
Annual Bonus Plan Design and 2024 Funding
| Category | Weight | 2024 Payout Factor | Weighted Factor |
|---|---|---|---|
| Financial | 60% | 2.45 | 1.47 |
| Commercial & Operations | 30% | 2.00 | 0.60 |
| Sustainability | 10% | 1.00 | 0.10 |
| Total calculated payout | — | — | 2.17 (capped at 2.00x) |
| Approved company multiplier | — | 2.00 | Applied to NEO bonuses; individual multiplier 1.0x |
2025 bonus framework continues evaluation across Financial, Commercial/Operational, and Sustainability factors, aligned to annual strategic priorities .
Long-Term Incentives (Equity)
| Award Type | Weight | Grant Detail | Performance Metric | Vesting |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 50% of LTI | Prorated 2024 grant: 3,500 PSUs to Byers | Relative TSR vs Alerian US Midstream Index; target 55th percentile; 0% at <25th, 50% at 25th, 100% at 55th, 250% at ≥75th | End of 3-year performance period (2024–2026) |
| Restricted Stock Units (RSUs) | 50% of LTI | Prorated 2024 grant: 3,500 RSUs to Byers | Service-based only | Full vest at end of 3-year period; same terms/timing as January 2024 executive grants |
Change-in-control treatment for outstanding equity: double-trigger for RSUs and PSUs—if terminated without Cause or for Good Reason within 24 months after a Change in Control, RSUs fully vest and PSUs vest at the greater of 100% or actual guideline percentage at the time of the Change in Control; certain retirement-plus-consulting/non-competition conditions also qualify .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x salary; other executives 3x salary; compliance required within five years of becoming subject to the guidelines; unvested RSUs count .
- Anti-hedging and anti-pledging: officers prohibited from pledging company securities and hedging transactions; no short selling or derivative transactions; margin purchases prohibited .
- Options: none granted in 2024; company currently does not grant stock options .
- Beneficial ownership: company table lists directors and certain officers; no individual line found for William A. Byers as of March 25, 2025; group ownership for all directors and executive officers is 1.34% of shares outstanding (18 persons) .
2024 Grants to Byers (Alignment Snapshot)
| Item | Amount | Terms |
|---|---|---|
| RSUs granted (prorated 2024) | 3,500 | Vest at end of three-year period; same cycle as January 2024 grants |
| PSUs granted (prorated 2024) | 3,500 (target) | Relative TSR vs AMUS index; performance period 2024–2026 |
Employment Terms
| Provision | Economics / Terms | Trigger |
|---|---|---|
| Employment contract | None (company policy: no employment contracts) | Governance policy |
| Change-in-Control Severance (cash) | Lump sum equal to three times (salary plus salary × most recent target bonus percentage) | Qualifying termination in connection with or within 18 months after a Change in Control |
| Benefits continuation | Medical/dental continuation up to three years or until eligible with another employer | With CI severance |
| Equity acceleration at CI | RSUs full vest; PSUs vest at ≥100% or actual guideline percentage; applies with double-trigger termination within 24 months after CI or specified retirement conditions | Equity agreements (2021 amendments) |
| Clawback policy | Recovery of incentive-based comp upon required restatement; applies to Section 16 officers; effective Oct 2, 2023 | Dodd-Frank/NYSE compliant |
| Indemnification | Standard director/officer indemnification agreement | Executed; referenced exhibits |
| Tax gross-ups | None for excise taxes | Governance policy |
Compensation Structure Analysis
- At-risk mix: Company emphasizes variable, long-term, performance-based pay; PSUs tied to relative TSR and RSUs with three-year vest promote retention and shareholder alignment .
- Annual bonus rigor: multi-factor design (60% financial, 30% commercial/operations, 10% sustainability) with committee discretion; 2024 capped at 2.0x despite higher formulaic result, indicating disciplined governance .
- Peer benchmarking and oversight: Independent Compensation Committee advised by Meridian; peer reference for PSUs uses AMUS index; annual peer review for competitiveness .
- Risk controls: comprehensive clawback; prohibition of hedging/pledging; no options or repricings; no employment contracts or single-trigger vesting .
Investment Implications
- Alignment: Byers’ compensation structure (100% target bonus; 325% salary LTI; 50/50 PSUs/RSUs) and double-trigger CI equity vesting strongly tie outcomes to multi-year TSR and service, reducing short-termism and encouraging retention through the 2024–2026 cycle .
- Retention risk: 3-year vesting across awards plus CI program economics (3x salary plus salary×target bonus %) and benefits continuation mitigate departure risk; absence of single-trigger vesting further discourages opportunistic exits .
- Selling pressure: Anti-pledging/hedging policies and ownership guidelines (3x salary with 5-year horizon; RSUs count) reduce forced selling risk; no stock options to reprice or cause exercise-driven sales .
- Performance sensitivity: Company-wide bonus funding and PSU design directly expose pay to financial results and relative TSR; recent 239% 3-year TSR achievement (2022–2024) illustrates upside potential of PSUs under strong execution .
- Governance quality: High say-on-pay support (96% in 2023), independent committee with external advisor, and robust clawback support investor confidence in pay practices .
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