DEF 14A of Targa Resources Corp., Mar 26, 2026

DEF 14A of Targa Resources Corp.

Filed Mar 26, 2026 · FY20250001193125-26-126280

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors has nominated the following individuals for election as Class I Directors of the Company to serve for a three-year term to expire at the 2029 annual meeting of stockholders: ▪

  2. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The Board of Directors of the Company and the executive officers of the Company are:

  3. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age (1) | Position | | Matthew J. Meloy | 48 | Chief Executive Officer and Director | | Jennifer R. Kneale | 47 | President | | Robert M. Muraro | 49 | Chief Commercial Officer | | William A. Byers | 50 | Chief Financial Officer | | Patrick J. McDonie | 65 | President – Gathering and Processing | | Benjamin J. Branstetter | 41 | President – Logistics and Transportation | | Gerald R. Shrader | 66 | Executive Vice President, General Counsel and Secretary | | J. Christopher Eklof | 57 | Senior Vice President and Chief Accounting Officer | | Paul W. Chung | 66 | Chairman of the Board of Directors | | Beth A. Bowman | 69 | Director | | Lindsey M. Cooksen | 43 | Director | | Charles R. Crisp | 78 | Director | | Waters S. Davis, IV | 72 | Director | | Laura C. Fulton | 62 | Director | | Rene R. Joyce (2) | 78 | Director | | Caron A. Lawhorn | 65 | Director | | Joe Bob Perkins | 65 | Director | | R. Keith Teague | 61 | Director |

  4. DIRECTORS AND EXECUTIVE OFFICERS

    (1) Ages as of March 26, 2026. (2) Mr. Joyce is retiring from the Board, effective as of the date of the Annual Meeting, and therefore will no longer be considered a member of the Board as of the date of the Annual Meeting. Matthew J. Meloy has served as Chief Executive Officer and a director of the Company since March 1, 2020. He also served as a director of Targa Resources GP LLC, the “General Partner” of Targa Resources Partners LP (the “Partnership” or “TRP”), between March 2020 and May 2021. Mr. Meloy has also served as Chief Executive Officer of the General Partner since March 2020. Mr. Meloy previously served as President of the Company and the General Partner between March 2018 and March 2020. Mr. Meloy also served as Executive Vice President and Chief Financial Officer of the Company and the General Partner between May 2015 and February 2018. He also served as Treasurer of the Company and the General Partner until December 2015. Mr. Meloy previously served as Senior Vice President, Chief Financial Officer and Treasurer of the Company between October 2010 and May 2015 and of the General Partner between December 2010 and May 2015. He also served as Vice President—Finance and Treasurer of the Company between April 2008 and October 2010, and as Director, Corporate Development of the Company between March 2006 and March 2008 and of the General Partner between March 2006 and March 2008. He served as Vice President—Finance and Treasurer of the General Partner between April 2008 and December 15, 2010. Mr. Meloy was with The Royal Bank of Scotland in the structured finance group, focusing on the energy sector from October 2003 to March 2006. Mr. Meloy’s extensive knowledge of the Company’s operational and strategic initiatives and capital investment program, attained from his service as President for two years and Chief Financial Officer for eight years, combined with his experience in the finance industry, brings operational, financial and capital markets experience to the Board. Jennifer R. Kneale has served as President of the Company and the General Partner since March 2025. Ms. Kneale previously served as President—Finance and Administration of the Company and the General Partner between July 2024 and February 2025. Ms. Kneale previously served as the Chief Financial Officer of the Company and the General Partner between March 2018 and July 2024. She also served as Treasurer of the Company between September 2022 and April 2023 and of the General Partner between August 2022 and April 2023. Ms. Kneale previously served as Vice President—Finance of the Company and the General Partner between December 2015 and February 2018. She also served as Senior Director, Finance of the Company and the General Partner between March 2015 and December 2015. She also served as Director, Finance of the Company and the General Partner between May 2013 and February 2015. Prior to that, Ms. Kneale spent more than eleven years in the financial services industry, primarily in roles in private equity, asset management and investment banking, most recently with Tudor, Pickering, Holt & Co. in its energy private equity group, TPH

  5. DIRECTORS AND EXECUTIVE OFFICERS

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 11 |

  6. DIRECTORS AND EXECUTIVE OFFICERS

    Partners. Ms. Kneale has also served on the Board of Directors of Suncor Energy Inc. (NYSE: SU) since February 2026. Robert M. Muraro has served as Chief Commercial Officer of the Company and the General Partner since March 2018. Mr. Muraro previously served as Executive Vice President—Commercial of the Company and the General Partner between February 2017 and February 2018. He also served as Senior Vice President—Commercial and Business Development of Targa Midstream Services LLC (“Targa Midstream”) and various other subsidiaries of the Partnership between March 2016 and February 2017. He also served as Vice President—Commercial Development of Targa Midstream and various other subsidiaries of the Partnership between January 2013 and March 2016. He held the position of Director of Business Development between August 2004 and January 2013. William A. Byers has served as Chief Financial Officer of the Company and the General Partner since July 2024. Mr. Byers previously served as Chief Financial Officer at Manchester Energy, LLC between June 2022 and June 2024. He also served as Executive Vice President and Chief Financial Officer at Navitas Midstream Partners, LLC between August 2014 and February 2022. Prior to that, Mr. Byers worked in investment banking focused on the energy sector for 14 years and during such time was most recently a Managing Director for Barclays. Patrick J. McDonie has served as President—Gathering and Processing of the Company and the General Partner since March 2018. Mr. McDonie previously served as Executive Vice President—Southern Field Gathering and Processing of the Company and the General Partner between November 2015 and February 2018. He also served as President of Atlas Pipeline Partners GP LLC (“Atlas”), which was acquired by the Partnership in February 2015, between October 2013 and February 2015. He also served as Chief Operating Officer of Atlas between July 2012 and October 2013 and as Senior Vice President of Atlas between July 2012 and October 2013. He served as President of ONEOK Energy Services Company, a natural gas transportation, storage, supplier and marketing company between May 2008 and July 2012. Benjamin J. Branstetter has served as President—Logistics and Transportation of the Company and the General Partner since March 2026. Mr. Branstetter previously served as Senior Vice President—Downstream Commercial for various subsidiaries of the Company between March 2024 and February 2026. He also served as Vice President—NGL Supply & Business Development between July 2022 and March 2024, and Vice President—Optimization between September 2020 and July 2022 for various subsidiaries of the Company. He also served in various roles with the Company’s subsidiaries between April 2017 and September 2020, including as Director, Corporate Development. Prior to joining the Company, Mr. Branstetter served in the investment banking group at Lazard, Inc. Gerald R. Shrader has served as Executive Vice President, General Counsel and Secretary of the Company since December 2023. Prior to his appointment, Mr. Shrader served in various roles with subsidiaries of the Company beginning in March 2015, most recently serving as Senior Vice President, General Counsel—Southern Field G&P and Secretary of those subsidiaries. Prior to joining Targa, Mr. Shrader served as Chief Legal Officer and Secretary of Atlas Pipeline Partners GP, LLC from October 2009 until March 2015 and, prior to that time, served in various roles with affiliates of Atlas beginning in July 2007. Prior to Atlas, Mr. Shrader worked both for publicly traded energy companies and in private practice (including the provision of legal services to private and publicly traded energy companies). J. Christopher Eklof has served as Senior Vice President and Chief Accounting Officer of the Company and the General Partner since March 2025. Mr. Eklof previously served as Vice President—Financial Controller of the Company and the General Partner between May 2022 (and for various subsidiaries of the Company since December 2021) and February 2025. Mr. Eklof previously served as Vice President—Operational Controller of the Company between May 2019 and May 2022 and for various subsidiaries of the Company between April 2019 and December 2021. He also served in various roles with the Company’s subsidiaries between July 2010 and April 2019, including leading the financial reporting and technical accounting functions. Prior to joining the Company, Mr. Eklof served as Vice President of Accounting for J.P. Morgan’s energy trading business from October 2007 to June 2010 and served in the audit practice of PricewaterhouseCoopers LLP for eight years. Paul W. Chung has served as a director and Chairman of the Board of the Company since January 1, 2021. Mr. Chung previously served as a director and Chairman of the Board of the General Partner between January 2021 and May 2021. From March 2020 until December 31, 2020, he served as Executive Vice President and Senior Legal Advisor of the Company. From May 2004 to March 2020, Mr. Chung served as Executive Vice President, General Counsel and Secretary of the Company and its predecessor entities and of the General Partner since its

  7. DIRECTORS AND EXECUTIVE OFFICERS

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 12 |

  8. DIRECTORS AND EXECUTIVE OFFICERS

    formation. From 1999 to May 2004, he served as Executive Vice President and General Counsel of various Shell Oil Company affiliates, including Coral Energy, LLC and Shell Trading North America Company. In these positions, Mr. Chung was responsible for all legal and regulatory affairs. From 1996 to 1999, he served as Vice President and Assistant General Counsel of Tejas Gas Corporation. Prior to 1996, Mr. Chung held a number of legal positions with different companies, including the law firm of Vinson & Elkins L.L.P. Mr. Chung’s knowledge of the Company, together with his background in the energy industry and his legal and regulatory experience, enable Mr. Chung to provide a valuable and distinct perspective to the Board on a range of business and management matters. Beth A. Bowman has served as a director of the Company since September 2018. Ms. Bowman previously served as a director of the General Partner between September 2018 and May 2021. Ms. Bowman served as a director of Sprague Resources GP LLC, the general partner of Sprague Resources LP (“Sprague”), from October 2014 until November 2022. Ms. Bowman held management positions at Shell Energy North America (US) L.P. (“Shell Energy”) for 17 years until her retirement in September 2015. While at Shell Energy, she held the roles of Senior Vice President of the West and Mexico and later as the Senior Vice President of Sales and Origination for Shell’s North America business. Prior to joining Shell Energy, Ms. Bowman held management positions at Sempra Energy Trading and Sempra’s San Diego Gas & Electric utility in various areas including trading and marketing, risk management, fuel and power supply, regulatory, finance and engineering. Ms. Bowman also served on the board of the California Power Exchange and the board of the California Foundation of Energy and Environment from 2004 until 2015. Ms. Bowman’s extensive energy industry background, including her experience in origination, commodities markets and risk management enhances the knowledge of the Board in these areas of the oil and gas industry. Lindsey M. Cooksen has served as a director of the Company since June 2020. Ms. Cooksen previously served as a director of the General Partner between June 2020 and May 2021. Ms. Cooksen has served as the founder and managing director of Cooksen Wealth, LLC, a wealth management firm, since April 2019. She previously held various positions with Morgan Stanley Private Wealth Management (“Morgan Stanley”) from August 2009 to April 2019. While at Morgan Stanley she held the roles of Private Wealth Advisor, Family Wealth Director and Portfolio Management Director. She also previously worked for Citigroup Global Investment Bank between July 2005 and August 2007. Ms. Cooksen’s extensive corporate experience in the financial services industry, including wealth management and portfolio construction, tax planning and analysis and risk mitigation brings financial experience and an investor’s perspective to the Board. Charles R. Crisp has served as a director of the Company since its formation in October 2005. He also served as a director of the General Partner between March 2016 and May 2021 and a director of an affiliate of the Company during 2004 and 2005. Mr. Crisp was President and Chief Executive Officer of Coral Energy, LLC, a subsidiary of Shell, from 1999 until his retirement in November 2000, and was President and Chief Operating Officer of Coral from January 1998 through February 1999. Prior to this, Mr. Crisp served as President of the power generation group of Houston Industries and, between 1988 and 1996, as President, Chief Operating Officer and a director of Tejas. Mr. Crisp is a director of EOG Resources Inc. (NYSE: EOG). He was also a director of Intercontinental Exchange Inc. (NYSE: ICE) from 2002 until May 2022 and Southern Company Gas (formerly known as AGL Resources Inc.), a subsidiary of The Southern Company (NYSE: SO), from 2003 until April 2023. Mr. Crisp brings extensive energy experience, a vast understanding of many aspects of our industry and experience serving on the boards of other public companies in the energy industry. His leadership and business experience and deep knowledge of various sectors of the energy industry bring a crucial insight to the Board. Waters S. Davis, IV has served as director of the Company since July 2015. Mr. Davis previously served as a director of the General Partner between March 2016 and May 2021 and as President of National Christian Foundation, Houston from July 2014 until December 2020. Mr. Davis was Executive Vice President of NuDevco LLC (“NuDevco”) from December 2009 to December 2013. Prior to his employment with NuDevco, he served as President of Reliant Energy Retail Services from June 1999 to January 2002 and as Executive Vice President of Spark Energy from April 2007 to November 2009. He previously served as a senior executive at several private companies and as an advisor to a private equity firm, providing operational and strategic guidance. Mr. Davis also previously served as a director of Milacron Holdings Corp. Mr. Davis brings expertise in the retail energy, midstream and services industries, which enhances his contributions to the Board. Laura C. Fulton has served as a director of the Company since February 2013. Ms. Fulton previously served as a director of the General Partner between February 2013 and May 2021. Ms. Fulton has served as the Senior Vice President and Chief Financial Officer of the American Bureau of Shipping since July 2021 and previously served as the Vice President of Finance from January 2020 until July 2021. Ms. Fulton served as the Chief

  9. DIRECTORS AND EXECUTIVE OFFICERS

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 13 |

  10. DIRECTORS AND EXECUTIVE OFFICERS

    Financial Officer of Hi-Crush Proppants LLC from April 2012 until December 2019 and Hi-Crush GP LLC, the general partner of Hi-Crush Partners LP, from May 2012 until May 2019 and its successor, Hi-Crush Inc., from May 2019 to December 2019. During July 2020, Hi-Crush Inc. and each of its direct and indirect wholly-owned domestic subsidiaries (including Hi-Crush Proppants LLC) (collectively, “Hi-Crush”) filed for protection under Chapter 11 of the Federal Bankruptcy Code. During October 2020, Hi-Crush’s Chapter 11 Plan of Reorganization was confirmed. From March 2008 to October 2011, Ms. Fulton served as Executive Vice President, Accounting and then Executive Vice President, Chief Financial Officer of AEI Services, LLC (“AEI”), an owner and operator of essential energy infrastructure assets in emerging markets. Prior to AEI, Ms. Fulton spent 12 years with Lyondell Chemical Company in various capacities, including as general auditor responsible for internal audit and the Sarbanes-Oxley certification process, and as the assistant controller. Prior to that, she spent 11 years with Deloitte & Touche in public accounting, with a focus on audit and assurance. As a chief financial officer, general auditor and external auditor, Ms. Fulton brings to the company extensive financial, accounting and compliance process experience. Ms. Fulton’s experience as a financial executive in the energy industry, including her positions with a publicly-traded company and master limited partnership, also brings industry and capital markets experience to the Board. Rene R. Joyce has served as a director of the Company since its formation in October 2005. Mr. Joyce previously served as Executive Chairman of the Board of the Company and the General Partner between January 2012 and December 2014 and as a director of the General Partner between October 2005 and May 2021. He also served as Chief Executive Officer of the Company between October 2005 and December 2011 and the General Partner between October 2006 and December 2011. He also served as an officer and director of an affiliate of the Company during 2004 and 2005 and was a consultant for the affiliate during 2003. Mr. Joyce served as a director of APA Corporation (NASDAQ: APA) between May 2017 and May 2021. Mr. Joyce served as a consultant in the energy industry from 2000 through 2003 providing advice to various energy companies and investors regarding their operations, acquisitions and dispositions. Mr. Joyce served as President of onshore pipeline operations of Coral Energy, LLC, a subsidiary of Shell from 1998 through 1999 and President of energy services of Coral, a subsidiary of Shell which was the gas and power marketing joint venture between Shell and Tejas, during 1999. Mr. Joyce served as President of various operating subsidiaries of Tejas, a natural gas pipeline company, from 1990 until 1998 when Tejas was acquired by Shell. As the founding Chief Executive Officer of the Company, Mr. Joyce brings deep experience in the midstream business, expansive knowledge of the oil and gas industry, as well as relationships with chief executives and other senior management at peer companies, customers and other oil and natural gas companies throughout the world. His experience and industry knowledge, complemented by an engineering and legal educational background, enable Mr. Joyce to provide the Board with executive counsel on the full range of business, technical, and professional matters. Caron A. Lawhorn has served as a director of the Company since March 2024. Ms. Lawhorn served as Senior Vice President and Chief Financial Officer of ONE Gas, Inc. (NYSE: OGS) from March 2019 until her retirement in December 2023. Prior to that role, Ms. Lawhorn served at OGS as Senior Vice President, Commercial, responsible for the commercial activities of OGS’ three natural gas distribution utilities, as well as overseeing the company’s information technology and cybersecurity function, from OGS’ separation from ONEOK, Inc. (NYSE: OKE) into a standalone, publicly traded company in January 2014. Ms. Lawhorn served in the same role at OKE prior to the separation. Before that, she served as President of OKE’s natural gas distribution segment. From July 2009 until March 2011, she served as Senior Vice President, Corporate Planning and Development of OKE and ONEOK Partners, responsible for business development, strategic and long-range planning, and capital investment. Ms. Lawhorn became Senior Vice President and Chief Accounting Officer for OKE in 2007, adding responsibility for ONEOK Partners in 2008. Prior to that, she served as Senior Vice President of Financial Services and Treasurer of OKE. Ms. Lawhorn joined OKE in 1998, after serving as a Senior Manager at KPMG and Chief Financial Officer of Emergency Medical Services Authority in Tulsa. She also serves as a director of AAON, Inc. (NASDAQ: AAON), where she has chaired the audit committee since 2019. Ms. Lawhorn’s extensive background in various accounting, finance, operational and executive positions, including her experience as a financial executive of a publicly traded energy company, provides the Board with significant accounting and financial expertise. Additionally, Ms. Lawhorn’s previous experience in overseeing information technology and cybersecurity matters also provides the Board with valuable cybersecurity experience. Joe Bob Perkins has served as a director of the Company since January 2012. Mr. Perkins previously served as Executive Chairman of the Board of the Company and the General Partner between March 2020 and December 2020, as Chief Executive Officer of the Company and the General Partner between January 2012 and March 2020, and as a director of the General Partner between January 2012 and May 2021. He also served as President of the Company between the date of its formation in October 2005 and December 2011. Prior to 2005, Mr. Perkins served predecessor Targa companies as President since their founding in 2003. Prior to that, Mr. Perkins served in various leadership roles within the energy industry across several different companies, had

  11. DIRECTORS AND EXECUTIVE OFFICERS

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  12. DIRECTORS AND EXECUTIVE OFFICERS

    employment experience with companies operating in both the midstream and upstream sectors, and was a management consultant with McKinsey & Company working primarily in energy. Mr. Perkins’ intimate knowledge of all facets of the Company, derived from his past services as Executive Chairman of the Board and as President and Chief Executive Officer, coupled with his broad experience in the energy industry, and specifically in the midstream sector, his engineering and business educational background, his experience with the investment community, and experiences on other boards enable Mr. Perkins to provide a valuable and unique perspective to the Board on a range of business and management matters. R. Keith Teague has served as a director of the Company since February 2024. Mr. Teague served as the Chief Operating Officer of Tellurian, Inc. and its predecessors from October 2016 to July 2022. Prior to joining Tellurian Investments LLC, Mr. Teague served in various leadership roles at Cheniere Energy Inc. (“Cheniere”), including Executive Vice President, Asset Group from February 2014 to September 2016, Senior Vice President—Asset Group from April 2008 to February 2014, Vice President—Pipeline Operations from May 2006 to April 2008, and Director of Facility Planning from February 2004 to May 2006. From December 2001 to September 2003, Mr. Teague served as the Director of Strategic Planning for the CMS Panhandle Companies. He began his career with Texas Eastern Transmission Corporation, where he managed pipeline operations and facility expansion projects. Mr. Teague previously served as a director on the Board of Cheniere Energy Partners, L.P. (NYSE: CQP), a publicly traded subsidiary partnership of Cheniere, from April 2008 to October 2016 and previously served on the Board of Directors for the Interstate Natural Gas Association of America (INGAA), and the Board and Executive Committee of the INGAA Foundation. Mr. Teague’s engineering and business educational background, his experience on a publicly traded partnership Board, and his extensive project execution experience provide the Board with valued perspective related to energy infrastructure development and operations.

  13. DIRECTORS AND EXECUTIVE OFFICERS

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 15 |

  14. Board of Directors

    Board of Directors Our Board of Directors currently consists of eleven members. The Board of Directors reviewed the independence of our directors using the independence standards of the New York Stock Exchange (“NYSE”) and various other factors discussed under “Director Independence” and, based on this review, determined that Mses. Bowman, Cooksen, Fulton and Lawhorn and Messrs. Chung, Crisp, Davis, Joyce, Perkins and Teague are independent within the meaning of the NYSE listing standards currently in effect. Mr. Joyce is retiring from the Board, effective as of the date of the Annual Meeting. The Board held ten meetings during 2025. In addition, the independent members of the Board of Directors meet in executive session without the presence of the CEO or other members of management at least once annually. During 2025, each of the directors that served on the Board of Directors attended 99% of the aggregate of the total number of meetings of the Board and the total number of meetings of all committees of the Board on which that director served. Our directors are divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2026, 2027 and 2028, respectively. The Class I directors are Messrs. Chung, Crisp and Teague and Ms. Fulton, the Class II directors are Mr. Perkins and Mses. Bowman and Cooksen and the Class III directors are Messrs. Davis, Joyce (who is retiring from the Board) and Meloy and Ms. Lawhorn. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired. This classification of our Board of Directors could have the effect of increasing the length of time necessary to change the composition of a majority of the Board of Directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the Board of Directors. Our Board regularly reviews our corporate governance structure, including our classified Board. Our industry is a cyclical one that we believe rewards long-term outlook by management and directors. To that end, we believe our current structure of a classified Board with staggered terms allows us to focus on managing our business for greater returns to shareholders over the long-term rather than short-term trends that can be encouraged by annual elections. Despite having three-year terms, the Board has remained focused on refreshment and bringing new perspectives to the Board. As of the date of the Annual Meeting, since 2024 we will have had (i) three directors retire or choose not to stand for reelection; and (ii) we will have added two accomplished, independent directors.

  15. Good Governance Foundation

    | What We Do | What We Don’t Do | |  Provide majority of NEO compensation in the form of performance-based, at-risk, long-term compensation  Use a combination of absolute and relative performance metrics in incentive plans  Maintain a comprehensive clawback policy aligned with current industry norms and recent legal requirements  Complete an annual compensation risk assessment  Maintain executive and director share ownership guidelines  Retain an independent consultant to advise the Committee | × No employment contracts × No single-trigger change-in-control severance arrangements × No single-trigger change-in-control vesting for NEO equity awards × No excise tax gross-ups × No material perquisites or supplemental benefits not generally available to other employees × No hedging or pledging of Company stock × No executive compensation practices that promote excessive risk |

  16. Elements of Pay

    | Element | Key Characteristics | Guiding Principles | | | | | | Competitiveness | Performance Accountability | Shareholder Alignment | | Base Salary | ▪ Annual fixed cash compensation ▪ Critical factor in attracting and retaining qualified talent |  | | | | Annual Incentives | ▪ Annual variable cash award ▪ Tied to achievement of key financial, operational, and strategic objectives |  |  |  | | Long-Term Incentives | ▪ Equity-based awards vesting over multiple years: – 50% Performance share units (PSUs) – 50% Restricted stock units (RSUs) ▪ Ties a majority of NEO compensation to creation of long-term value and encourages NEOs to build meaningful equity ownership stakes |  |  |  |

  17. CEO Pay at a Glance

    Granted compensation is the sum of base salary, target bonus opportunity, and reported grant-date value of equity awards in each year. Realizable compensation includes base salary, actual annual cash incentive earned,

  18. The Role of Market References in Setting Compensation

    The Role of Market References in Setting Compensation For purposes of setting compensation levels for 2025, the Compensation Committee worked with its independent compensation consultant to review market data from our peers and from broader market survey sources to provide a reference and framework for decisions about the base salary and target annual and long-term incentives for each NEO. The Compensation Committee considers this information carefully and generally desires to be competitive approximately within the median range factoring in performance and experience for total compensation opportunities, although we do not formally benchmark any item of compensation to a specific level compared to our peers. Consequently, in setting pay levels of our NEOs, the Committee considers a variety of additional factors, including individual performance, competencies, skills, potential, prior experience, scope of responsibility and accountability within the organization.

  19. Compensation Peer Group

    Compensation Peer Group For purposes of setting compensation levels for 2025, the Compensation Committee worked closely with its independent compensation consultant and senior management to develop a representative peer group. The 2025 compensation peer group consisted of a mix of 15 midstream and exploration and production companies of similar financial size that we believe are a reasonable reflection of the market in which we compete for executive talent. Our 2025 peer group included several changes to reflect the impact of M&A activity: ▪ Removed: Equitrans Midstream, EnLink Midstream, LLC, Marathon Oil Corporation, and NuStar Energy L.P. due to acquisitions. ▪ Added: DT Midstream, Inc., EQT Corporation, Kinetik Holdings Inc., and Western Midstream Partners, L.P.

  20. Compensation Peer Group

    | 2025 Compensation Peer Group | | | | APA Corporation | Energy Transfer LP | ONEOK, Inc. | | Cheniere Energy, Inc. | Enterprise Products Partners L.P. | Ovintiv Inc. | | Devon Energy Corporation | EQT Corporation | Plains All American Pipeline, L.P. | | Diamondback Energy, Inc. | Kinder Morgan, Inc. | The Williams Companies, Inc. | | DT Midstream, Inc. | Kinetik Holdings Inc. | Western Midstream Partners, L.P. |

  21. Compensation Peer Group

    | Targa Percentile Rank vs. Peers – Key Financial Measures(1) | | | | Annual revenues | Total Assets | Enterprise Value | | 69th percentile | 32nd percentile | 57th percentile |

  22. Compensation Peer Group

    (1) As presented to the Compensation Committee in May 2025. Source: S&P Capital IQ The Compensation Committee reviews the composition of our peer group every year with its independent consultant in order to ensure that the companies in the group continue to reflect an appropriate reference point for NEO compensation at Targa.

  23. The Role of the Independent Consultant

    The Role of the Independent Consultant The Compensation Committee has the authority to engage and retain an independent compensation consultant to provide independent counsel and advice. At least annually, the Compensation Committee formally conducts an evaluation as to the effectiveness of the independent compensation consultant and periodically requests proposals from other potential consulting firms to ensure the independent compensation consultant is meeting the Compensation Committee’s needs. During 2025, the Compensation Committee retained the services of Meridian Compensation Partners (Meridian) as its independent compensation consultant for matters related to executive and non-management director compensation. The Compensation Committee assessed the independence of Meridian as required under NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Meridian. Based on this review, we are not aware of any conflicts of interest raised by the work performed by Meridian that would prevent the consultant from serving as an independent advisor to the Compensation Committee.

  24. The Role of the Independent Consultant

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 35 |

  25. Annual Incentives

    Annual Incentives For 2025, our NEOs were eligible to receive annual incentive awards under the 2025 Annual Incentive Compensation Program (the “2025 Bonus Plan”) which was approved by the Compensation Committee in March 2025 and consists of cash awards under the Second Amended and Restated 2010 Stock Incentive Plan (the “Stock Incentive Plan”). Target Bonus Amounts. Target bonus opportunities are expressed as a percentage of base salary and were established based on the NEO’s level of responsibility and ability to impact overall results. The Compensation Committee also considered market data in setting target bonus amounts. The 2025 target bonus opportunities were as follows:

  26. Annual Incentives

    | NEO | 2025 Target Bonus (% of Salary) | 2025 Target Bonus | | Matthew J. Meloy | 175% | $2,100,000 | | Jennifer R. Kneale | 125% | 968,750 | | Patrick J. McDonie | 100% | 675,000 | | D. Scott Pryor | 100% | 675,000 | | Robert M. Muraro | 100% | 675,000 | | William A. Byers | 100% | 625,000 |

  27. Annual Incentives

    2025 Bonus Plan Funding Levels. Annual bonus awards are based upon a rigorous evaluation of results across a variety of financial, operational and strategic categories. Performance is measured against a combination of: ∎ Pre-established financial and operational goals; and ∎ Key strategic business priorities. Plan funding incorporates formulaic quantitative evaluation and qualitative evaluation based on a holistic evaluation by the Compensation Committee. We believe this balance of formulaic and qualitative evaluation is critical, reflecting the complexity of our business and our desire to ensure that decision-making over the short-term remains focused on producing sustainable growth over the long term.

  28. Annual Incentives

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  29. Annual Incentives

    Evaluation of 2025 Performance. Our evaluation of performance in the annual incentive program includes consideration of performance on multiple factors within three general categories and with a safety category overlay:

  30. Annual Incentives

    | Category | What did it include? | Why is it important? | | Financial Performance | ∎ Adjusted EBITDA ∎ Adjusted CFFO per share ∎ 3-year return on invested capital (ROIC) | Adjusted EBITDA, Adjusted CFFO per share, and ROIC together emphasize the importance of profitable growth supported by cash flow stability and delivery of strong returns on our multi-year capital investments. Our ability to deliver on these financial objectives are key differentiators and tie directly into our business strategy. | | Commercial and Operational Execution and Positioning Performance | ∎ Project execution ∎ Commercial execution ∎ Controllable cost execution | Emphasizes the importance of continuing to grow profitably and prudently by executing our major growth capital projects underway, focusing on key strategies and commercial opportunities supporting our wellhead to water strategy, and operating our business successfully while managing controllable costs. | | Sustainability | ∎ Talent Management ∎ Environmental and Governance | We strive to conduct our business sustainably, safely and with integrity, creating lasting benefits for our stakeholders, including investors, lenders, customers, employees, business partners, regulators and the communities in which we live and work. Incorporating the interests of all of our key stakeholders in the execution of our business strategy to help ensure that annual performance leads to sustainable long-term growth. | | Safety | ∎ A holistic scorecard including quantitative and qualitative evaluation of incident rates, severity, process improvement, and other safety-related items ∎ Operates outside plan as a modifier that can reduce plan payout if performance is below expectations, but will not be used to increase plan payouts | We prioritize safety everywhere in our organization and are committed to trying to “Achieve Zero” – to operate and deliver our products without any injuries. Our philosophy stresses critical nature of safe operations and reinforces that strong safety performance is an expectation and not a justification for increased incentive compensation. |

  31. Annual Incentives

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 37 |

  32. Annual Incentives

    The table below provides the more specific items within the first three general categories that our Compensation Committee used when determining the 2025 bonuses. Financial performance metrics have a maximum payout factor of 2.5 and operational performance metrics and sustainability metrics have a maximum payout factor of 2.0. The total plan is capped at a factor of 2.0 regardless of scoring for the individual components.

  33. Annual Incentives

    | Category | Priorities | Achievements | Score | | Financial Performance (60%) | Adjusted EBITDA* | Threshold: $4,024 – Target: $4,471 – Max: $5,141 Actual performance: $4,957 million Adjusted EBITDA in 2025 was a record for Targa and 20% higher than 2024, largely driven by record Permian G&P, NGL transportation, fractionation and LPG export volumes, and the repurchase of our 45% interest in Targa Badlands LLC. | 1.61 | | | Adjusted CFFO per share* | Threshold: $15.16 – Target: $16.85 – Max: $19.38 Actual performance: $19.14 Adjusted CFFO per share was a record for Targa and 24% higher than 2024. Record adjusted EBITDA and a successful common share repurchase program that reduced common shares outstanding drove record Adjusted CFFO per share in 2025. | 1.98 | | | 3-year ROIC* | Threshold: 10% – Target: 12% – Max: 20% Actual performance: 18% for 2023 – 2025 Investment in core projects across Targa’s wellhead to water integrated footprint, completing major projects on-time and on-budget, and increasing volumes drove industry leading 3-year ROIC. | 2.30 |

  34. Annual Incentives

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 38 |

  35. Annual Incentives

    | Category | Priorities | Achievements | Score | | Commercial and Operational Execution and Positioning Performance (30%) | Project, commercial and operational and controllable cost execution | Threshold set at achievement of quarterly in-service dates and planned budgets for major projects. May exceed target with successful commercial efforts to identify new opportunities for growth that support Targa’s wellhead to water strategy. Actual performance: We were very successful in bringing major growth capital projects online on-time and on-budget in 2025 and continued to progress projects expected in service in 2026 and beyond. 2025 was another year of outstanding success in adding material commercial contracts and identification of three attractive bolt-on transactions. Key accomplishments included: ∎ Major project execution – three Permian gathering and processing plants and our LPG debottlenecking project were successfully completed on-time, on-budget and were highly utilized at start-up; ∎ Progress continued on our Train 11 fractionator, and across the year, we announced attractive new growth projects across the value chain, including four additional Permian gathering and processing plants, two key NGL transportation expansions (Delaware Express and Speedway), Train 12 fractionator, a Galena Park LPG export expansion, and new intra-basin natural gas residue projects (Bull Run extension, Buffalo Run, and Forza); ∎ Continued meaningful commercial success, largely in the Permian Basin, and also in South Texas; ∎ Executed agreements for three bolt-on Permian Basin gathering and processing transactions. | 2.00 |

  36. Annual Incentives

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 39 |

  37. Annual Incentives

    | Category | Priorities | Achievements | Score | | Sustainability (10%) | Talent Management | Threshold set at continuing to identify, train and retain talented employees. Actual performance: We exited 2025 employing a record approximately 3,570 people. Despite a competitive hiring landscape, we delivered on identifying and hiring quality talent to join Targa as we focused on staffing major growth capital projects coming into service early to ensure adequate training for our new employees. We successfully maintained our voluntary turnover rate at a low rate in 2025. | 1.25 | | | Environmental and Governance | Threshold set at continuing to advance disclosures, investor and other stakeholder dialogue, progress toward methane intensity goals, and reduction in flaring from unplanned events. Actual performance: We continued to make significant progress as an organization in 2025. A sub-set of our accomplishments include: ∎ Outperformed original ONE Future goals to reduce methane intensity by YE 2025, exceeding original sustainability targets set by Targa; ∎ Continued our efforts with ONE Future and API on methane emissions; ∎ Continued to work closely with engine manufacturers on methane slip; and ∎ Continued our dialogue with the investor community and other stakeholders. | 1.25 |

  38. Annual Incentives

    * Note: Adjusted EBITDA is a non-GAAP measure. Please see the section of this proxy statement entitled “Non-GAAP Financial Measures” for a discussion of adjusted EBITDA and a reconciliation of such measure to its most directly comparable GAAP financial measure. 3-Year ROIC is calculated as (2025 adjusted EBITDA less 2022 adjusted EBITDA) divided by (50% of 2022 growth capital plus FY 2023 growth capital plus 2024 growth capital plus 50% of 2025 growth capital less adjustments for major growth capital projects not yet contributing to earnings). 2025 Bonus Plan Payouts. The Compensation Committee separately reviewed our safety performance for 2025, which included improved safety statistics with severity rate and total recordable injuries. The Compensation Committee did not apply any adjustment to the pool to reflect safety performance. Based on the Company’s strong financial and operational performance during 2025, our calculated payout under the plan was 1.9x target.

  39. Annual Incentives

    | Category | Payout Factor | Weight | Weighted Factor | | Financial | 1.96 | 60% | 1.18 | | Commercial and Operations | 2.00 | 30% | 0.60 | | Sustainability | 1.25 | 10% | 0.13 | | Total Calculated Payout | | | 1.90 | | Total Approved Payout | | | 1.90 |

  40. Annual Incentives

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 40 |

  41. Annual Incentives

    Individual Performance Multiplier. The Compensation Committee also evaluated the executive group and each officer’s individual performance for the year and determined that there were no special circumstances that would result in adjustment to any NEO’s performance factor for 2025. As a result, the Compensation Committee determined a performance multiplier of 1.0x should be applied to each NEO for 2025 based on the officer’s individual performance and performance as part of the executive team. Settlement of 2025 Bonus Awards. The following table reflects the actual awards received by our NEOs under the 2025 Bonus Plan:

  42. Annual Incentives

    | NEO | Target Bonus | Individual Performance Factor | Company Performance Factor | Actual Bonus Paid (Cash) | | Matthew J. Meloy | $2,100,000 | 1.00 | 1.90 | $3,990,000 | | Jennifer R. Kneale | 968,750 | 1.00 | 1.90 | 1,841,000 | | Patrick J. McDonie | 675,000 | 1.00 | 1.90 | 1,283,000 | | D. Scott Pryor | 675,000 | 1.00 | 1.90 | 1,283,000 | | Robert M. Muraro | 675,000 | 1.00 | 1.90 | 1,283,000 | | William A. Byers | 625,000 | 1.00 | 1.90 | 1,188,000 |

  43. Annual Incentives

    2026 Annual Incentive Cash Compensation Program. For 2026, our NEOs are eligible to receive annual cash awards under the 2026 Annual Incentive Cash Compensation Program (the “2026 Bonus Plan”), which was approved by the Compensation Committee in March 2026. The payments under the 2026 Bonus Plan consist of cash awards that may be made under the Stock Incentive Plan. Our evaluation of performance in the 2026 Bonus Plan will include consideration of performance on multiple factors within the following three categories: Financial Performance, Commercial and Operational Performance and Sustainability. The metrics evaluated within each category will be reflective of the year’s strategic priorities.

  44. Long-Term Equity Incentives

    Long-Term Equity Incentives Equity compensation directly aligns the interests of the NEOs with those of our stockholders. In 2025, the Company granted equity compensation under our Stock Incentive Plan as follows:

  45. Long-Term Equity Incentives

    | Type of Equity Award | Weight | Description | | Performance Share Units (PSUs) | 50% | Vest at the end of a three-year period contingent on the achievement of the Company’s TSR relative to the TSR of a specified group of comparable publicly-traded midstream companies (the “LTIP Peer Group”) measured over the three year period | | Restricted Stock Units (RSUs) | 50% | Vest in full at the end of a three-year period based solely on continued service; RSUs help to secure and retain executives and instill an ownership mentality |

  46. Long-Term Equity Incentives

    Long-term equity incentive awards are expressed as a total dollar value based on a percentage of the NEO’s base salary and were established based on the NEO’s level of responsibility and ability to impact overall results. The Compensation Committee also considers market data in setting target long-term equity incentive awards. For awards granted in 2025, the specified percentage of each NEO’s base salary used for purposes of determining the amount of long-term equity incentive awards granted and the corresponding dollar values are set forth in the following table:

  47. Long-Term Equity Incentives

    | NEO | Target Award (% of Salary) | Target Award | Number of RSUs Granted | Number of PSUs Granted | | Matthew J. Meloy | 900% | $10,800,000 | 27,752 | 27,752 | | Jennifer R. Kneale | 575% | 4,456,250 | 10,712 | 10,712 | | Patrick J. McDonie | 425% | 2,868,750 | 7,372 | 7,372 | | D. Scott Pryor | 425% | 2,868,750 | 7,372 | 7,372 | | Robert M. Muraro | 425% | 2,868,750 | 7,372 | 7,372 | | William A. Byers | 375% | 2,343,750 | 6,023 | 6,023 |

  48. Long-Term Equity Incentives

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 41 |

  49. 2025 PSU Plan Design

    2025 PSU Plan Design PSUs vest depending on the satisfaction of certain service-related conditions and the Company’s TSR relative to the TSR of the members of the LTIP Peer Group measured over a single three-year performance period. For the 2025 PSUs, the LTIP Peer Group was composed of the companies that make up the Alerian US Midstream Index (AMUS), using the following payout schedule:

  50. 2025 PSU Plan Design

    | Relative TSR Attainment vs. Companies in the Alerian US Midstream Index | Guideline Performance Percentage (% of target) | | Below 25th percentile | 0% | | 25th percentile | 50% | | 55th percentile | 100% | | 75th percentile or higher | 250% |

  51. 2025 PSU Plan Design

    Target payout is set at the 55th percentile to ensure that a target payout requires performance above the median of our performance peers. Payout for performance between threshold and target or between target and maximum are calculated using straight-line interpolation. The performance period for the 2025 PSUs began on January 1, 2025 and ends on December 31, 2027, and TSR for the period is measured using the following formula:

  52. 2025 PSU Plan Design

    | TSR = | Average closing price at end of period + dividends paid over period | | | Average closing price immediately preceding the performance period |

  53. 2023 – 2025 PSU Plan Payout

    2023 – 2025 PSU Plan Payout The PSUs granted to our NEOs in 2023 used a similar structure as the 2025 PSUs for the period from January 1, 2023 through December 31, 2025. The LTIP Peer Group for the 2023 PSUs was the companies in the AMUS index as of the beginning of the performance period. On January 15, 2026, our Compensation Committee determined that the overall vesting percentage that was earned for the 2023 PSUs was 250% of target based upon performance in the top decile of the AMUS index companies:

  54. 2023 – 2025 PSU Plan Payout

    | Targa 3-year TSR Performance | Targa Percentile Rank in AMUS | Percent of Target Earned | | 160% | 100th percentile (1st out of 32 companies) | 250% |

  55. 2023 – 2025 PSU Plan Payout

    Because vesting did not occur until our Compensation Committee determined the achievement of applicable performance goals at the beginning of 2026, these awards were still considered “outstanding” as of December 31, 2025 for purposes of the compensation tables that follow this CD&A.

  56. 2023 – 2025 PSU Plan Payout

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 42 |

  57. Grant Practices Specific to Stock Options and Similar Awards

    Grant Practices Specific to Stock Options and Similar Awards We do not currently grant stock options or similar awards as part of our equity compensation programs and did not grant any such awards in 2025. We do not currently have a formal grant policy in place for equity-based awards, but if stock options or similar awards were to be granted in the future, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. During fiscal year 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  58. Incentive Compensation Recovery Policy

    Incentive Compensation Recovery Policy In September 2023, our Board adopted an executive incentive compensation recovery policy effective as of October 2023, to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 following implementation of final rules by the NYSE. Our policy provides that incentive-based compensation (cash or equity) paid to our current or former Section 16 officers must be recovered (unless impracticable) in the event of a restatement of the Company’s financial results that would result in such officers receiving erroneously awarded compensation. In connection with such event, the Compensation Committee will have the right to require the reimbursement or forfeiture of any incentive-based compensation, including payments under the annual incentive plan and performance-based PSUs, paid to the officer to the extent permitted by applicable law. The clawback policy applies to all incentive-based compensation deemed “received” under the clawback rules on or after October 2, 2023. Furthermore, restricted stock, restricted stock unit and performance share unit agreements covering awards made to our named executive officers and other applicable employees include language providing that any compensation, payments or benefits provided under such an award (including profits realized from the sale of earned shares) are subject to clawback to the extent required by applicable law.

  59. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee reviews the relationship between our risk management policies and compensation policies and practices each year and, for 2025, has concluded that we do not have any compensation policies or practices that expose us to excessive or unnecessary risks that are reasonably likely to have a material adverse effect on us. Because our Compensation Committee retains the sole discretion for determining the actual amount paid to executives pursuant to our annual incentive bonus program, our Compensation Committee is able to assess the actual behavior of our executives as it relates to risk-taking in awarding bonus amounts. In addition, the performance objectives applicable to our annual bonus program consist of diverse company-wide and business unit goals, including commercial, operational and financial goals to support our business plan and priorities, which we believe lessens the potential incentive to focus on meeting certain short-term goals at the expense of longer-term risk. Further, our use of long-term equity incentive compensation for 2025 with three-year vesting periods in combination with meaningful ownership requirements serves our executive compensation program’s goal of aligning the interests of executives and shareholders, thereby reducing the incentives to unnecessary risk-taking.

  60. Change in Control and Severance Benefits

    Change in Control and Severance Benefits Our ability to build the exceptional leadership team we have today was due in large part to our having the full complement of compensation tools available to us and the flexibility to use them. This includes the ability to leverage change in control and severance benefits. The Compensation Committee believes that together, our change in control and severance benefits, which are guided by our governance practices and policies, are well-aligned with those of our peers. More importantly, they foster stability and focus within the senior leadership team by helping to ensure that personal concerns regarding job security do not hinder mergers, reorganizations or other transactions that may be in the best interest of shareholders. Please see “Executive Compensation—Potential Payments Upon Termination or Change in Control” below for further information.

  61. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The following Summary Compensation Table sets forth the compensation of our named executive officers for 2025, 2024 and 2023. Additional details regarding the applicable elements of compensation in the Summary Compensation Table are provided in the footnotes following the table.

  62. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | All Other Compensation (3) | Total | | Matthew J. Meloy | 2025 | $1,170,667 | $3,990,000 | $16,275,993 | $34,048 | $21,470,708 | | Chief Executive Officer | 2024 | 1,017,500 | 3,584,000 | 10,881,532 | 32,761 | 15,515,793 | | | 2023 | 970,475 | 2,327,100 | 10,864,516 | 29,539 | 14,191,630 | | Jennifer R. Kneale | 2025 | $759,167 | $1,841,000 | $6,282,374 | $31,906 | $8,914,447 | | President | 2024 | 665,000 | 1,700,000 | 3,945,028 | 31,027 | 6,341,055 | | | 2023 | 629,167 | 1,071,600 | 3,939,761 | 29,539 | 5,670,067 | | Patrick J. McDonie | 2025 | $670,833 | $1,283,000 | $4,323,531 | $31,402 | $6,308,766 | | President – Gathering | 2024 | 644,167 | 1,300,000 | 2,805,944 | 30,876 | 4,780,987 | | and Processing | 2023 | 602,500 | 830,300 | 2,755,784 | 29,539 | 4,218,123 | | D. Scott Pryor | 2025 | $670,833 | $1,283,000 | $4,323,531 | $31,402 | $6,308,766 | | President – Logistics | 2024 | 644,167 | 1,300,000 | 2,805,944 | 30,876 | 4,780,987 | | and Transportation | 2023 | 602,500 | 830,300 | 2,755,784 | 29,539 | 4,218,123 | | Robert M. Muraro | 2025 | $670,833 | $1,283,000 | $4,323,531 | $31,402 | $6,308,766 | | Chief Commercial | 2024 | 644,167 | 1,300,000 | 2,805,944 | 30,876 | 4,780,987 | | Officer | 2023 | 602,500 | 830,300 | 2,755,784 | 29,539 | 4,218,123 | | William A. Byers | 2025 | $616,667 | $1,188,000 | $3,532,369 | $31,150 | $5,368,186 | | Chief Financial Officer | | | | | | |

  63. Summary Compensation Table for 2025

    (1) For 2025, amounts reported in the “Bonus” column represent the portion of the bonus awarded pursuant to our 2025 Bonus Plan that was paid to the named executive officers in cash. Please see “Compensation Discussion and Analysis - 2025 Executive Compensation Program in Detail - Annual Incentives.” As discussed in the CD&A, payments pursuant to our Bonus Plan are ultimately discretionary and not based solely on a formulaic performance structure. Amounts reported in the “Stock Awards” column for 2025 represent the aggregate grant date fair value of restricted stock unit and performance share unit awards granted under our Stock Incentive Plan in 2025 computed in accordance with FASB ASC Topic 718, disregarding the estimate of forfeitures. Assumptions used in the calculation of these amounts are included in Note 21 – Compensation Plans to our “Consolidated Financial Statements” included in our Annual Report on Form 10-K for fiscal year 2025. Detailed information about the value attributable to specific awards is reported in the table under “—Grants of Plan-Based Awards for 2025” below. The grant date fair value of each restricted stock unit subject to the restricted stock unit awards granted on January 16, 2025, assuming vesting will occur, is $209.18. The grant date fair value of each performance share unit subject to the performance share unit awards granted on January 16, 2025, assuming vesting will occur, is $377.30 which is the per unit fair value determined using a Monte Carlo Simulation valuation methodology in accordance with FASB ASC Topic 718. Assuming, instead, a payout percentage for these performance unit awards of 250%, which is the maximum payout percentage under the awards, the aggregate grant date fair value of the equity-settled performance unit awards granted on January 16, 2025 for each named executive officer is as follows: Mr. Meloy – $14,512,908; Ms. Kneale – $5,601,840; Mr. McDonie – $3,855,187; Mr. Pryor – $3,855,187; Mr. Muraro – $3,855,187; and Mr. Byers – $3,149,728.

  64. Summary Compensation Table for 2025

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 46 |

  65. Summary Compensation Table for 2025

    For 2025, “All Other Compensation” includes (i) the aggregate value of all employer-provided contributions to each named executive officer under our 401(k) plan and (ii) the dollar value of life insurance premiums paid by the Company with respect to life insurance for the benefit of each named executive officer.

  66. Summary Compensation Table for 2025

    | Name | 401(k) and Profit Sharing Plan | Dollar Value of Life Insurance Premiums | Total | | Matthew J. Meloy | $28,000 | $6,048 | $34,048 | | Jennifer R. Kneale | 28,000 | 3,906 | 31,906 | | Patrick J. McDonie | 28,000 | 3,402 | 31,402 | | D. Scott Pryor | 28,000 | 3,402 | 31,402 | | Robert M. Muraro | 28,000 | 3,402 | 31,402 | | William A. Byers | 28,000 | 3,150 | 31,150 |

  67. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table and the footnotes thereto provide information regarding grants of plan-based equity awards made to the named executive officers during 2025:

  68. Grants of Plan-Based Awards for 2025

    | Name | Grant Date | Estimated Future Payouts Under Performance Share Unit Awards | | | Equity Awards: Number | Grant Date Fair Value of | | | | Threshold (#) | Target (#) | Maximum (#) | of Units | Equity Awards (2)($) | | Matthew J. Meloy | 01/16/25(1) | 13,876 | 27,752 | 69,380 | 27,752 | $16,275,993 | | Jennifer R. Kneale | 01/16/25(1) | 5,356 | 10,712 | 26,780 | 10,712 | 6,282,374 | | Patrick J. McDonie | 01/16/25(1) | 3,686 | 7,372 | 18,430 | 7,372 | 4,323,531 | | D. Scott Pryor | 01/16/25(1) | 3,686 | 7,372 | 18,430 | 7,372 | 4,323,531 | | Robert M. Muraro | 01/16/25(1) | 3,686 | 7,372 | 18,430 | 7,372 | 4,323,531 | | William A. Byers | 01/16/25(1) | 3,012 | 6,023 | 15,058 | 6,023 | 3,523,369 |

  69. Grants of Plan-Based Awards for 2025

    (1) These grants on January 16, 2025 are the annual long-term equity incentive awards for 2025 granted to our named executive officers in the form of restricted stock unit and performance share unit awards granted under our Stock Incentive Plan. For a detailed description of how performance achievements will be determined for performance share units, see “Compensation Discussion and Analysis – 2025 Components of Executive Compensation Program In Detail – 2025 PSU Plan Design.” (2) The value within the “Grant Date Fair Value of Equity Awards” column was determined by multiplying the shares awarded by the grant date fair value per share computed in accordance with FASB ASC Topic 718: $209.18 for the January 16, 2025 restricted stock unit awards; and $377.30 for the January 16, 2025 performance share units.

  70. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table A discussion of 2025 salaries, bonuses, incentive plans and awards is set forth in “Compensation Discussion and Analysis,” including a discussion of the material terms and conditions of the 2025 restricted stock unit and performance share unit awards under our Stock Incentive Plan.

  71. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 47 |

  72. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table and the footnotes related thereto provide information regarding equity-based awards outstanding as of December 31, 2025 for each of our named executive officers. None of our named executive officers held any outstanding stock option awards as of December 31, 2025.

  73. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares That Have Not Vested (1) | Market Value of Shares That Have Not Vested (2) | Performance Share Units: Number of Unearned Units That Have Not Vested (3) | Performance Share Units: Market or Payout Value of Unearned Units That Have Not Vested (4) | | Matthew J. Meloy | 263,547 | $48,624,422 | 190,200 | $35,091,900 | | Jennifer R. Kneale | 96,214 | 17,751,483 | 70,583 | 13,022,564 | | Patrick J. McDonie | 67,385 | 12,432,533 | 49,585 | 9,148,433 | | D. Scott Pryor | 67,385 | 12,432,533 | 49,585 | 9,148,433 | | Robert M. Muraro | 67,385 | 12,432,533 | 49,585 | 9,148,433 | | William A. Byers | 9,523 | 1,756,994 | 23,808 | 4,392,576 |

  74. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Represents the following shares of restricted stock units (and earned performance units) under our Stock Incentive Plan held by our named executive officers:

  75. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Matthew J. Meloy | Jennifer R. Kneale | Patrick J. McDonie | D. Scott Pryor | Robert M. Muraro | William A. Byers | | January 19, 2023 Award (a) | 53,562 | 19,423 | 13,586 | 13,586 | 13,586 | — | | January 19, 2023 Award (b) | 133,905 | 48,558 | 33,965 | 33,965 | 33,965 | — | | January 18, 2024 Award (c) | 48,328 | 17,521 | 12,462 | 12,462 | 12,462 | — | | July 22, 2024 Award (d) | — | — | — | — | — | 3,500 | | January 16, 2025 Award (e) | 27,752 | 10,712 | 7,372 | 7,372 | 7,372 | 6,023 | | Total | 263,547 | 96,214 | 67,385 | 67,385 | 67,385 | 9,523 |

  76. Outstanding Equity Awards at 2025 Fiscal Year-End

    (a) The restricted stock units awarded January 19, 2023 are subject to the following vesting schedule: 100% of the restricted stock units vest on January 19, 2026, contingent upon continuous employment or the satisfaction of certain other service-related conditions upon the executive’s retirement, in either case, through the end of the vesting period. The underlying shares of stock are not issued until vesting at the end of the vesting period. (b) The awards in this row originally related to performance share units granted in 2023, but for which the performance period ended on December 31, 2025. Because the awards were no longer subject to performance conditions, but would not be deemed “vested” until the Compensation Committee certified performance levels in early 2026, they are still deemed to be outstanding for purposes of this table, subject only to time-based vesting requirements. The target awards were multiplied by 250%, the actual adjustment factor applied to the awards upon determination of performance levels in 2026. (c) The restricted stock units awarded January 18, 2024 are subject to the following vesting schedule: 100% of the restricted stock units vest on January 18, 2027, contingent upon continuous employment or the satisfaction of certain other service-related conditions upon the executive’s retirement, in either case, through the end of the vesting period. The underlying shares of stock are not issued until vesting at the end of the vesting period. (d) The restricted stock units awarded July 22, 2024 are subject to the following vesting schedule: 100% of the restricted stock units vest on January 18, 2027, contingent upon continuous employment or the satisfaction of certain other service-related conditions upon the executive’s retirement, in either case, through the end of the vesting period. The underlying shares of stock are not issued until vesting at the end of the vesting period. (e) The restricted stock units awarded January 16, 2025 are subject to the following vesting schedule: 100% of the restricted stock units vest on January 16, 2028, contingent upon continuous employment or the satisfaction of certain other service-related conditions upon the executive’s retirement, in either case, through the end of the vesting period. The underlying shares of stock are not issued until vesting at the end of the vesting period. The treatment of the outstanding restricted stock unit awards upon certain terminations of employment (including retirement) or the occurrence of a change in control is described below under “—Potential Payments Upon Termination or Change in Control.”

  77. Outstanding Equity Awards at 2025 Fiscal Year-End

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  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    The dollar amounts shown are determined by multiplying the number of shares of restricted stock units reported in the table by the closing price of a share of our common stock on December 31, 2025 ($184.50), which was the last trading day of fiscal year 2025. The amounts do not include any related dividends accrued with respect to the awards. Represents the following performance share units linked to the performance of the Company’s common stock held by our named executive officers:

  79. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2024 Award | | 2025 Award | | | | Awards Granted | (a) Adjusted for Performance Factor (TSR) | Awards Granted | (b) Adjusted for Performance Factor (TSR) | | Matthew J. Meloy | 48,328 | 120,820 | 27,752 | 69,380 | | Jennifer R. Kneale | 17,521 | 43,803 | 10,712 | 26,780 | | Patrick J. McDonie | 12,462 | 31,155 | 7,372 | 18,430 | | D. Scott Pryor | 12,462 | 31,155 | 7,372 | 18,430 | | Robert M. Muraro | 12,462 | 31,155 | 7,372 | 18,430 | | William A. Byers | 3,500 | 8,750 | 6,023 | 15,058 |

  80. Outstanding Equity Awards at 2025 Fiscal Year-End

    (a) Reflects the target number of performance share units granted to the named executive officers on January 18, 2024 (except for Mr. Byers, who received his grant on July 22, 2024) multiplied by a performance percentage of 250%, which in accordance with SEC rules is the next higher performance level under the award that exceeds 2025 performance. Vesting of these awards is contingent upon continuous employment or the satisfaction of certain other service-related conditions upon the executive’s retirement, in either case, through the end of the performance period, which ends December 31, 2026, and the Company’s performance over the applicable performance period measured against a peer group of companies. The underlying shares of stock are not issued until vesting levels have been certified by the Compensation Committee. (b) Reflects the target number of performance share units granted to the named executive officers on January 16, 2025 multiplied by a performance percentage of 250%, which in accordance with SEC rules is the next higher performance level under the award that exceeds 2025 performance. Vesting of these awards is contingent upon continuous employment or the satisfaction of certain other service-related conditions upon the executive’s retirement, in either case, through the end of the performance period, which ends December 31, 2027, and the Company’s performance over the applicable performance period measured against a peer group of companies. The underlying shares of stock are not issued until vesting levels have been certified by the Compensation Committee. The treatment of the outstanding performance share unit awards upon certain terminations of employment (including retirement) or the occurrence of a change in control is described below under “—Potential Payments Upon Termination or Change in Control.” (4) The dollar amounts shown are determined by multiplying the number of shares of performance share units reported in the table by the closing price of a share of our common stock on December 31, 2025 ($184.50), which was the last trading day of fiscal year 2025. The amounts do not include any related dividends accrued with respect to the awards.

  81. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 49 |

  82. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides the amount realized during 2025 by each named executive officer upon the vesting of restricted stock units and performance share units. None of our named executive officers exercised any option awards during the 2025 year and, currently, there are no options outstanding under any of our plans.

  83. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Matthew J. Meloy | 226,618 | $48,886,035 | | Jennifer R. Kneale | 84,984 | 18,332,748 | | Patrick J. McDonie | 55,237 | 11,915,726 | | D. Scott Pryor | 55,237 | 11,915,726 | | Robert M. Muraro | 55,237 | 11,915,726 | | William A. Byers | — | — |

  84. Option Exercises and Stock Vested in 2025

    (1) Computed with respect to the restricted stock unit and performance share unit awards granted on January 20, 2022 under our Stock Incentive Plan by multiplying the number of shares of stock vesting by the closing price of a share of common stock on January 17, 2025 ($215.72), the last trading date immediately preceding the January 20, 2025 vesting date (which was not a trading date), and does not include associated dividends accrued during the vesting period.

  85. Pension Benefits

    Pension Benefits Other than our 401(k) plan, we do not have any plan that provides for payments or other benefits at, following, or in connection with, retirement.

  86. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not have any plan that provides for the deferral of compensation on a basis that is not tax qualified.

  87. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  88. Director Compensation

    Director Compensation The following table sets forth the compensation earned by our non-employee directors for 2025:

  89. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total Compensation | | Paul W. Chung | $235,000 | $290,342 | $— | $525,342 | | Beth A. Bowman | 145,000 | 188,053 | — | 333,053 | | Lindsey M. Cooksen | 125,000 | 188,053 | — | 313,053 | | Charles R. Crisp | 125,000 | 188,053 | — | 313,053 | | Waters S. Davis, IV | 140,000 | 188,053 | — | 328,053 | | Laura C. Fulton | 150,000 | 188,053 | — | 338,053 | | Rene R. Joyce | 125,000 | 188,053 | — | 313,053 | | Caron A. Lawhorn | 125,000 | 188,053 | — | 313,053 | | Joe Bob Perkins | 140,000 | 188,053 | — | 328,053 | | R. Keith Teague | 125,000 | 188,053 | — | 313,053 |

  90. Director Compensation

    (1) Amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of restricted shares of our common stock with a one-year vesting period awarded to the non-employee directors under our Stock Incentive Plan, computed in accordance with FASB ASC Topic 718, disregarding the estimate of forfeitures. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see the discussion contained in the Notes to Consolidated Financial Statements at Note 21 – Compensation Plans included in our Annual Report on Form 10-K for the year ended December 31, 2025. On January 16, 2025, each director serving at that time received 899 restricted shares of our common stock, except for our Chairman of the Board who received 1,388 restricted shares of our common stock, in connection with their 2025 service on our Board of Directors, and the grant date fair value of each share of common stock computed in accordance with FASB ASC Topic 718 was $209.18. As of December 31, 2025, each of the directors still held the outstanding restricted shares granted to them in 2025 (which was equal to 899 shares for everyone other than Mr. Chung, who held 1,388 shares), and our non-employee directors did not hold any outstanding stock options.

  91. Narrative to Director Compensation Table

    Narrative to Director Compensation Table For 2025, each non-employee director received an annual cash retainer of $125,000. The additional annual retainers were: (i) $95,000 for the Chairman of the Board; (ii) $25,000 for the Chairman of the Audit Committee; (iii) $20,000 for the Chairman of the Compensation Committee; and (iv) $15,000 each for the Chairman of the Nominating and Governance Committee, the Risk Management Committee, and the Sustainability Committee. Payments of non-employee director retainers are made quarterly. All non-employee directors are reimbursed for out-of-pocket expenses incurred in attending Board of Director and committee meetings.

  92. Narrative to Director Compensation Table

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  93. Narrative to Director Compensation Table

    A director who is also an employee receives no additional compensation for services as a director. Accordingly, Mr. Meloy has been omitted from the table. As Mr. Meloy is a named executive officer for 2025, the Summary Compensation Table reflects the total compensation he received for services performed for us and our affiliates. Director Long-term Equity Incentives. We granted equity awards in January 2025 to our non-employee directors serving at that time under the Stock Incentive Plan. Each of these directors received an award of 899 restricted shares of our common stock, except for our Chairman of the Board who received 1,388 restricted shares of our common stock, with a one-year vesting period. These grants reflect our intent to provide our directors with a target value of approximately $175,000 in annual long-term incentive awards, except for the grant to our Chairman of the Board which included an additional award with a target value of approximately $95,000. The awards are intended to align the long-term interests of our directors with those of our shareholders.

  94. Pay Ratio Disclosures

    Pay Ratio Disclosures As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Meloy, our Chief Executive Officer (our “CEO”). For 2025, our last completed fiscal year: ▪ The median of the annual total compensation of all employees of our company (other than the CEO) was $147,880. ▪ The annual total compensation of Mr. Meloy was $21,470,708. ▪ Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (“CEO Pay Ratio”) was reasonably estimated to be 145 to 1. To calculate the CEO Pay Ratio we must identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO. To these ends, we took the following steps: ▪ We determined that, as of December 31, 2025, our employee population consisted of approximately 3,570 individuals. This population consisted of our full-time and part-time employees, as we do not have temporary or seasonal workers. ▪ We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages, bonuses, company contributions under our 401(k) plan, and the grant date fair value of equity awards determined under FASB ASC Topic 718. We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. For individuals hired after January 1, 2025 that were included in the employee population, we calculated these compensation elements on an annualized basis. We did not make any cost-of-living adjustments in identifying the median employee. ▪ We combined all of the elements of the median employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $147,880.

  95. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the five years in the period ended December 31, 2025. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officers (“PEOs”) and the average “actual” compensation paid to our other Named Executive Officers (“NEOs”).

  96. Pay Versus Performance

    | Targa Resources Corp. | Proxy Statement | 2 0 2 6 A N N U A L M E E T I N G O F S T O C K H O L D E R S | 56 |

  97. Pay Versus Performance

    The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2025, 2024, 2023, 2022 and 2021:

  98. Pay Versus Performance

    | Year | Summary Compensation Table Total for 'PEO(1) | Compensation Actually Paid to PEO(1) (2) | Average Summary Compensation Table Total | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (In | Adjusted EBITDA (in Millions) | | | | | for Non-PEO NEOs(1) | NEOs(1) (2) | TSR | Peer Group TSR(3) | Millions) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $21,470,708 | $31,013,211 | $6,641,786 | $9,172,505 | $769.90 | $346.67 | $1,956.7 | $4,957.4 | | 2024 | 15,515,793 | 77,266,052 | 5,171,004 | 22,488,366 | 728.89 | 337.47 | 1,553.5 | 4,142.3 | | 2023 | 14,191,630 | 28,563,134 | 4,581,109 | 8,656,712 | 347.40 | 223.87 | 1,579.3 | 3,530.0 | | 2022 | 15,202,542 | 39,196,628 | 4,719,589 | 11,823,921 | 287.16 | 187.88 | 1,531.4 | 2,901.1 | | 2021 | 14,691,940 | 40,278,218 | 4,364,561 | 12,154,312 | 200.01 | 145.02 | 422.1 | 2,052.0 |

  99. Pay Versus Performance

    The PEO reflected in columns (b) and (c) for all years represents Matthew J. Meloy. The non-PEO NEOs reflected in columns (d) and (e) for each of 2021, 2022, 2023, 2024 and 2025 are as follows: Jennifer R. Kneale, Patrick J. McDonie, D. Scott Pryor and Robert M. Muraro. Non-PEO William A. Byers is also reflected in columns (d) and (e) for 2025. (2) The Company deducted from and added to the Summary Compensation Table total compensation as disclosed in the tables below to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K, as disclosed in columns (c) and (e) for the PEO and Non-PEO NEOs in 2025. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. (3) The peer group that we have used for purposes of this Pay Versus Performance section is the Alerian US Midstream Energy Index, which is the same index that we use for our stock performance graph each year within our Annual Report on Form 10-K.

  100. Pay Versus Performance

    | | 2025 | | PEO Summary Compensation Table Totals | $21,470,708 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (16,275,993) | | Fair value at year end of equity awards granted during the year | 12,707,641 | | Fair value of equity awards granted and vested during the year | 0 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 3,105,447 | | Change in fair value of equity awards granted in prior years that vested during the year | 8,434,722 | | Equity awards granted in prior years that were forfeited during the year | 0 | | Dividends or other earnings paid on equity awards during the year | 1,570,687 | | Total Equity Award Related Adjustments | 9,542,503 | | Compensation Actually Paid Totals | $31,013,211 |

  101. Pay Versus Performance

    | | 2025 | | Non-PEO NEOs Summary Compensation Table Totals | $6,641,786 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (4,557,067) | | Fair value at year end of equity awards granted during the year | 3,558,341 | | Fair value of equity awards granted and vested during the year | 0 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 838,652 | | Change in fair value of equity awards granted in prior years that vested during the year | 2,332,764 | | Equity awards granted in prior years that were forfeited during the year | 0 | | Dividends or other earnings paid on equity awards during the year | 358,030 | | Total Equity Award Related Adjustments | 2,530,719 | | Average Compensation Actually Paid Totals | $9,172,505 |

  102. Pay Versus Performance

    The charts on the following pages reflect that the PEOs’ and other NEOs’ CAP align with the Company’s TSR and Peer Group TSR, Net Income, and Adjusted EBITDA over the five-year period presented in the tables. This

  103. Pay Versus Performance

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  104. Pay Versus Performance

    is primarily because of the Company’s use of equity-based awards, which are tied directly to changes in the Company’s stock price. For fiscal year 2025, the Company targeted approximately 76% for the PEO and 68% for the other NEOs of the value of total compensation to be comprised of equity-based awards, divided 50% each between RSUs and PSUs. Please see “Compensation Discussion and Analysis—2025 Executive Compensation Program Snapshot—Pay Mix” for further detail regarding the total direct compensation, and Annex A for a description of how our Adjusted EBITDA is calculated in comparison to our audited financial statements.

  105. Pay Versus Performance

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  106. Indemnification Agreements with Directors and Officers

    Indemnification Agreements with Directors and Officers We have entered into indemnification agreements with each of our directors and officers. Each indemnification agreement provides that we will indemnify and hold harmless each indemnitee for Expenses (as defined in the indemnification agreement) to the fullest extent permitted or authorized by law, including the Delaware General Corporation Law, in effect on the date of the agreement or as it may be amended to provide more advantageous rights to the indemnitee. If such indemnification is unavailable as a result of a court decision and if we and the indemnitee are jointly liable in the proceeding, we will contribute funds to the indemnitee for his or her Expenses in proportion to relative benefit and fault of us and indemnitee in the transaction giving rise to the proceeding. Each indemnification agreement also provides that we will indemnify the indemnitee for monetary damages for actions taken as our director or officer or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be but only if (i) the indemnitee acted in good faith and, in the case of conduct in his or her official capacity, in a manner he or she reasonably believed to be in our best interests and, in all other cases, not opposed to our best interests and (ii) in the case of a criminal proceeding, the indemnitee must have had no reasonable cause to believe that his or her conduct was unlawful. The indemnification agreement also provides that we must advance payment of certain Expenses to the indemnitee, including fees of counsel, subject to receipt of an undertaking from the indemnitee to return such advance if it is ultimately determined that the indemnitee is not entitled to indemnification.