Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2020 Annual Incentive Compensation Plan. On
The Committee has established the following key business priorities for 2020:
Category What it includes Why is it important Financial •Adjusted EBITDA Adjusted EBITDA and balance Performance •Growth compared to internal plan sheet management together and public expectations emphasize the importance of •Balance sheet management profitable growth grounded in •Reducing Debt / Adjusted EBITDA prudent fiscal management •Funding and liquidity Operational •Project execution Stresses the importance of Performance •Operational execution operational excellence and •Volume growth optimization of asset utilization •Commercial execution through increasing volumes, while •Capital discipline focused on commercial execution and capital discipline - key drivers of value creation Sustainability •Talent management Promotes focus on investment in •Environmental, social and human capital and on governance (ESG) incorporating the interests of all 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 Stresses critical nature of safe quantitative and qualitative operations and reinforces evaluation of incident rates, philosophy that strong safety severity, process improvement, etc. performance is an expectation and •Operates outside plan as a not a justification for increased modifier that can reduce plan incentive compensation payout if performance is below expectations
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The Committee has targeted a total cash bonus pool for achievement of the business priorities based on the sum of individual employee market-based target bonus opportunities, which are based on a percentage of each employee's eligible earnings. Generally, eligible earnings are an employee's base salary and overtime pay. Near or following the end of the year, the Chief Executive Officer ("CEO") recommends to the Committee the total amount of cash to be allocated to the bonus pool based upon overall performance of the Company relative to the established objectives, generally ranging from 0 to 2x the aggregate target bonus opportunities for all employees in the pool. Upon receipt of the CEO's recommendation, the Committee, in its sole discretion, determines the total amount of cash to be allocated to the bonus pool. The Committee has discretion to adjust the cash bonus pool attributable to the achievement of business priorities based on accomplishment of the applicable objectives as determined by the Committee and the CEO. Additionally, the Committee, in its sole discretion, determines the amount of the cash bonus award to each of the Company's executive officers, including the CEO. The executive officers determine the amount of the cash bonus pool to be allocated to the Company's departments, groups and employees (other than the executive officers of the Company) based on performance and upon the recommendation of their supervisors, managers and line officers. A copy of the Bonus Plan is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1Targa Resources Corp. 2020 Annual Incentive Compensation Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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