Equity-Based Compensation Plans

12 Months Ended

Dec. 31, 2023

2010 Long Term Incentive Plan

In 2010, we adopted the 2010 Long-Term Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the awards of phantom units and distribution equivalent rights to members of our board of directors and employees who provide services to us. Phantom units are notional units representing unfunded and unsecured promises to pay to the participant a specified amount of cash based on the market value of our common units should specified vesting requirements be met. Distribution equivalent rights (“DERs”) are tandem rights to receive on a quarterly basis a cash amount per phantom unit equal to the amount of cash distributions paid per common unit. The 2010 Plan is administered by the Governance, Compensation and Business Development Committee (the “G&C Committee”) of our board of directors. The G&C Committee (at its discretion) designates participants in the 2010 Plan, determines the types of awards to grant to participants, determines the number of units to be covered by any award, and determines the conditions and terms of any award including vesting, settlement and forfeiture conditions.

The compensation cost associated with the phantom units is re-measured each reporting period based on the market value of our common units, and is recognized over the vesting period. The liability recorded for the estimated amount to be paid to the participants under the 2010 Plan is adjusted to recognize changes in the estimated compensation cost and vesting.

During 2023, we granted 74,106 phantom units with tandem DERs at a weighted average grant fair value of $10.26 per unit. During 2022, we granted 70,068 phantom units with tandem DERs at a weighted average grant date fair value of $9.92 per unit. During 2021, we granted 71,340 phantom units with tandem DERs at a weighted average grant date fair value of $8.83 per unit. The phantom units granted for 2023, 2022, and 2021 were made only to directors. Awards to management and other key employees during these periods were made under the 2018 LTIP plan and were not equity-based awards.

A summary of our phantom unit activity for our service-based awards to our directors is set forth below:


	Service-Based Awards
	Number of Phantom Units	Average Grant Date Fair Value		Total Value (in thousands)
Unvested at December 31, 2020	165,662	$	11.19	$	1,853
Granted	71,340	8.83		630
Settled	(28,484)	9.05		(258)
Unvested at December 31, 2021	208,518	10.67		2,225
Granted	70,068	9.92		695
Settled	(58,454)	16.17		(945)
Unvested at December 31, 2022	220,132	8.97		1,975
Granted	74,106	10.26		760

Settled	(177,640)	7.46		(1,325)
Unvested at December 31, 2023	116,598	$	12.09	$	1,410

We recorded compensation expense of $1.2 million, $0.7 million, and $1.4 million for the years ended December 31, 2023, 2022 and 2021, respectively, in “General and administrative expenses” on the Consolidated Statements of Operations. Our liability for these awards totaled $1.4 million and $2.1 million at December 31, 2023 and 2022, respectively, and is included within “Accrued liabilities” on the Consolidated Balance Sheets.