Pay Versus Performance

The table below provides additional information related to compensation for our NEOs as required by Item 402(v) of Regulation S-K. The table includes a calculated value titled “compensation actually paid” (“CAP”) for the Primary Executive Officer (“PEO”), our CEO, and for the non-PEO NEOs. It’s important to note the majority of the value displayed as CAP has in fact not been earned or paid and reflects updated values of outstanding equity awards that are still subject to vesting, and in some cases, performance requirements. The table also provides information on our cumulative TSR, the cumulative TSR of the Bloomberg US 3000 Oil & Gas Supply Chain Index, GAAP net income, and Adjusted EBITDA.



	SUMMARY COMPENSATION TABLE TOTAL FOR PEO(a)					COMPENSATION ACTUALLY PAID TO PEO(a)					AVERAGE SUMMARY			AVERAGE			VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(b)
YEAR	Armstrong ($)			Zamarin ($)		Armstrong ($)			Zamarin ($)		COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS ($)(a)			COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS ($)(a)			COMPANY TSR ($)			BLOOMBERG US 3000 OIL & GAS SUPPLY CHAIN INDEX TSR ($)			NET INCOME ($) in millions			ADJUSTED EBITDA (c) ($) in millions

2025		$	17,919,373	$	8,682,793		$	31,816,791	$	12,449,068		$	4,887,669		$	8,309,215		$	384.31		$	302.61		$	2,768		$	7,750
2024			16,323,557		—			44,821,452		—			4,821,598			12,503,040			334.50			283.38			2,346			7,080
2023			17,548,802		—			18,483,038		—			4,887,359			5,389,030			206.02			259.02			3,303			6,779
2022			13,887,596		—			36,717,682		—			4,323,372			9,088,871			184.04			261.24			2,117			6,418
2021			13,759,533		—			32,332,070		—			4,036,788			9,626,605			138.43			159.93			1,562			5,635

(a)

The PEOs for 2025 include Mr. Armstrong and Mr. Zamarin.The PEO for 2021, 2022, 2023, and 2024 is Mr. Armstrong. The non-PEO NEOs for 2021 include Mr. Dunn, Mr. Zamarin, Mr. Chandler, and Mr. Bennett. The non-PEO NEOs for 2022, 2023 and 2024 include Mr. Dunn, Mr. Zamarin, Mr. Porter, and Mr. Wilson. The non-PEO NEOs for 2025 include Mr. Wingo, Mr. Porter, Mr. Larsen, Mr. Wilson, and Mr. Dunn.

(b)

The dollar amount represents the value of an initial $100 investment on December 31, 2020, assuming reinvestment of all dividends. Following the discontinuation of the Bloomberg Americas Pipeline Index, the Bloomberg US 3000 Oil & Gas Supply Chain Index was adopted as the peer group for purposes of this disclosure.

(c)

Adjusted EBITDA is a non-GAAP measure. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial measure is included in the appendix.

The following tables detail the adjustments to the SCT total compensation value to reach the calculated CAP result. The equity award values are calculated in accordance with FASB ASC Topic 176 for each year-end value. For awards that vested within the applicable calendar year, the actual vesting date value is applied. The addition to the SCT value for pension benefits reflect the actual service cost applicable for the calendar year as opposed to the change in present value of the pension benefit used in the SCT. No prior service cost is included as there were no applicable plan amendments during this time.

The PEO calculation of CAP for Mr. Armstrong:



YEAR	SCT TOTAL COMP			DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS				DEDUCTIONS FROM SCT FOR PENSION BENEFITS				ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS			ADDITIONS TO SCT FOR PENSION BENEFITS			COMPENSATION ACTUALLY PAID

2025		$	17,919,373		$	(13,499,980	)		$	(945,766	)		$	27,886,511		$	456,653		$	31,816,791
2024			16,323,557			(10,499,994	)			(1,004,718	)			39,282,743			719,864			44,821,452
2023			17,548,802			(9,999,977	)			(3,453,819	)			13,576,265			811,767			18,483,038
2022			13,887,596			(9,300,000	)			—				31,567,125			562,961			36,717,682
2021			13,759,533			(9,000,015	)			—				26,902,316			670,236			32,332,070

The PEO calculation of CAP for Mr. Zamarin:



YEAR	SCT TOTAL COMP		DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS		DEDUCTIONS FROM SCT FOR PENSION BENEFITS		ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS		ADDITIONS TO SCT FOR PENSION BENEFITS		COMPENSATION ACTUALLY PAID

2025		$8,682,793		$(5,999,962)		$(330,871)		$9,918,358		$178,750		$12,449,068

The following details the sources of the CAP additions related to the PEO’s Equity Awards for Mr. Armstrong:



YEAR	FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END			CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END			CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR				CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS			VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION			EQUITY VALUE INCLUDED IN CAP

2025		$	14,452,233		$	9,632,794		$	1,360,662			$	—		$	2,440,823		$	27,886,511
2024			17,711,971			20,871,588			(73,215	)			—			772,398			39,282,743
2023			11,424,080			2,990,993			(1,565,280	)			—			726,471			13,576,265
2022			10,498,900			18,907,561			1,709,315				—			451,348			31,567,125
2021			10,126,728			16,198,513			332,207				—			244,868			26,902,316

The following details the sources of the CAP additions related to the PEO’s Equity Awards for Mr. Zamarin:



YEAR	FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END		CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END		CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR		CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS		VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION		EQUITY VALUE INCLUDED IN CAP

2025		$6,275,400		$2,594,771		$377,137		$—		$671,051		$9,918,358

Note: The increased equity value included in CAP in 2021, 2022 and 2024 is primarily due to significant increases in the stock price and increases in the estimated performance-based RSU results. Performance-based RSUs make up the largest component of the PEO’s annual equity award.

The Non-PEO NEOs’ calculation of CAP:



YEAR	SCT TOTAL COMP			DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS				DEDUCTIONS FROM SCT FOR PENSION BENEFITS				ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS			ADDITIONS TO SCT FOR PENSION BENEFITS			COMPENSATION ACTUALLY PAID

2025		$	4,887,669		$	(3,192,503	)		$	(279,042	)		$	6,705,550		$	187,542		$	8,309,215
2024			4,821,598			(2,992,492	)			(141,963	)			10,631,345			184,552			12,503,040
2023			4,887,359			(2,850,000	)			(577,304	)			3,691,176			237,800			5,389,030
2022			4,323,372			(2,600,006	)			—				7,220,623			144,882			9,088,871
2021			4,036,788			(2,275,002	)			(67,160	)			7,718,867			213,113			9,626,605

The following details the sources of the CAP additions related to the Non-PEO NEOs’ Equity Awards:



YEAR	FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END			CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END			CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR				CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS(d)			VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION			EQUITY VALUE INCLUDED IN CAP

2025		$	2,916,816		$	1,717,455		$	449,557			$	946,625		$	675,096		$	6,705,550
2024			4,980,002			5,468,347			(13,643	)			—			196,638			10,631,345
2023			3,246,052			588,212			(373,961	)			—			230,873			3,691,176
2022			2,919,316			3,759,353			410,716				—			131,238			7,220,623
2021			2,546,120			4,926,525			130,284				—			115,937			7,718,867

(d)

The 2025 value reflects forfeited portions of Mr. Dunn’s 2023 and 2024 performance‑based restricted stock units upon his retirement, in accordance with the terms of the applicable grant agreements.

Named Executive Officers, Footnote

(a)

The PEOs for 2025 include Mr. Armstrong and Mr. Zamarin.The PEO for 2021, 2022, 2023, and 2024 is Mr. Armstrong. The non-PEO NEOs for 2021 include Mr. Dunn, Mr. Zamarin, Mr. Chandler, and Mr. Bennett. The non-PEO NEOs for 2022, 2023 and 2024 include Mr. Dunn, Mr. Zamarin, Mr. Porter, and Mr. Wilson. The non-PEO NEOs for 2025 include Mr. Wingo, Mr. Porter, Mr. Larsen, Mr. Wilson, and Mr. Dunn.

PEO Actually Paid Compensation Amount

44,821,452

18,483,038

36,717,682

32,332,070

Non-PEO NEO Average Total Compensation Amount

$ 4,887,669

4,821,598

4,887,359

4,323,372

4,036,788

Adjustment to Non-PEO NEO Compensation Footnote

The Non-PEO NEOs’ calculation of CAP:



YEAR	SCT TOTAL COMP			DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS				DEDUCTIONS FROM SCT FOR PENSION BENEFITS				ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS			ADDITIONS TO SCT FOR PENSION BENEFITS			COMPENSATION ACTUALLY PAID

2025		$	4,887,669		$	(3,192,503	)		$	(279,042	)		$	6,705,550		$	187,542		$	8,309,215
2024			4,821,598			(2,992,492	)			(141,963	)			10,631,345			184,552			12,503,040
2023			4,887,359			(2,850,000	)			(577,304	)			3,691,176			237,800			5,389,030
2022			4,323,372			(2,600,006	)			—				7,220,623			144,882			9,088,871
2021			4,036,788			(2,275,002	)			(67,160	)			7,718,867			213,113			9,626,605

The following details the sources of the CAP additions related to the Non-PEO NEOs’ Equity Awards:



YEAR	FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END			CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END			CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR				CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS(d)			VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION			EQUITY VALUE INCLUDED IN CAP

2025		$	2,916,816		$	1,717,455		$	449,557			$	946,625		$	675,096		$	6,705,550
2024			4,980,002			5,468,347			(13,643	)			—			196,638			10,631,345
2023			3,246,052			588,212			(373,961	)			—			230,873			3,691,176
2022			2,919,316			3,759,353			410,716				—			131,238			7,220,623
2021			2,546,120			4,926,525			130,284				—			115,937			7,718,867

Compensation Actually Paid vs. Net Income

Tabular List, Table

The four metrics on the following table represent an unranked list of the most important performance measures used by the Company to align compensation with Company performance.

        Most Important Performance Metrics in 2025

       

        Adjusted EBITDA

       

        Available Funds From Operations (AFFO) Per Share

       

        Relative Total Stockholder Return (TSR)

       

        Return on Capital Employed (ROCE)

       

Peer Group Total Shareholder Return Amount

302.61

283.38

259.02

261.24

159.93

Company Selected Measure Amount

7,750,000,000

7,080,000,000

6,779,000,000

6,418,000,000

5,635,000,000

Name

Adjusted EBITDA

Name

Available Funds From Operations (AFFO) Per Share