Long-Term Incentive Plans

12 Months Ended

Dec. 31, 2024

Long-Term Incentive Plans

Long-Term Incentive Plans

Note 19. Long-Term Incentive Plans

The Partnership has a Long-Term Incentive Plan, as amended (the “LTIP”), whereby a total of 4,300,000 common units were authorized for delivery with respect to awards under the LTIP. The LTIP provides for awards to employees, consultants and directors of the General Partner and employees and consultants of affiliates of the Partnership who perform services for the Partnership. The LTIP allows for the award of options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights (“DERs”), unit awards and substitute awards. Awards granted pursuant to the LTIP vest pursuant to the terms of the grant agreements. A total of 1,936,255 units were available for issuance under the LTIP as of December 31, 2024.

2024 Phantom Unit Awards – Executive Officers

2024 Service-Based Phantom Unit Award–On March 25, 2024, the Compensation Committee of the board of directors of the General Partner (the “Compensation Committee”) granted 2024 service-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under the 2024 service-based awards vested or will vest in approximate one-third installments over a three-year period, commencing on January 6, 2025, provided that the executive remains continuously employed from the grant date through the applicable vesting date. The DERs that were granted in tandem with the phantom units will vest and become payable simultaneously with the vesting of the phantom units.

On March 25, 2024, the Compensation Committee granted a supplemental grant of service-based awards and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under these awards will vest on March 24, 2025. The DERs that were granted in tandem with these phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2024 Performance Phantom Unit Award–On March 25, 2024, the Compensation Committee granted performance-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. These awards represent the right to receive common units of the Partnership (or cash equivalent) in an amount up to 200% of the “Target Phantom Units” (as defined in each executive’s award agreement), subject to performance-based vesting and provided that the executive remains continuously employed from the grant date through December 31, 2026. The performance period for these grants is the three-year period commencing on January 1, 2024 and continuing through December 31, 2026 (the “2024 Award Performance Period”). The number of earned common units of the Partnership will be determined by the Compensation Committee following completion of the 2024 Award Performance Period. The DERs that were granted in tandem with the performance phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2023 Phantom Unit Awards – Executive Officers

2023 Service-Based Phantom Unit Award–On March 3, 2023, the Compensation Committee granted 2023 service-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under the 2023 service-based awards vested or will vest in approximate one-third installments over a three-year period, commencing on January 5, 2024, provided that the executive remains continuously employed from the grant date through the applicable vesting date. The DERs that were granted in tandem with the phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2023 Performance Phantom Unit Award–On August 22, 2023, the Compensation Committee granted performance-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner. These awards represent the right to receive common units of the Partnership (or cash equivalent) in an amount up to 200% of the “Target Phantom Units” (as defined in each executive’s award agreement), subject to performance-based vesting and provided that the executive remains continuously employed from the grant date through December 31, 2025. The performance period for these grants is the three-year period commencing on January 1, 2023 and continuing through December 31, 2025 (the “2023 Award Performance Period”). The number of earned common units of the Partnership will be determined by the Compensation Committee following completion of the 2023 Award Performance Period. The DERs that were granted in tandem with the performance phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2023 Supplemental Discretionary Phantom Unit Awards– On February 23, 2023, the Compensation Committee granted a supplemental bonus to certain executives of the General Partner, such bonuses to be paid 50% in cash at the time of the grant, and 50% through service-based awards of phantom units and associated DERs under the LTIP. The phantom units granted under these awards cliff vested on February 23, 2024. The DERs that were granted in tandem with

the phantom units vested and became payable simultaneously with the vesting of the phantom units.

On May 3, 2023, the Compensation Committee granted a second supplemental grant of service-based awards and associated DERs under the LTIP to certain executives of the General Partner. The phantom units granted under these awards will vest on May 3, 2025. The DERs that were granted in tandem with these phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2022 Phantom Unit Award – Executive Officers

On June 8, 2022, the Compensation Committee granted service-based and performance-based awards of phantom units and associated DERs under the LTIP to certain executives of the General Partner.

Phantom Unit Award–The phantom units granted vested in approximate thirds over a three-year period, commencing on January 1, 2023, provided that the executive remains continuously employed from the grant date through the applicable vesting date. The DERs that were granted in tandem with the phantom units will vest and become payable simultaneously with the vesting of the phantom units.

2022 Performance Phantom Unit Award–These awards represent the right to receive common units of the Partnership (or cash equivalent) in an amount up to 200% of the “Target Phantom Units” (as defined in each executive’s award agreement), subject to performance-based vesting and provided that the executive remains continuously employed from the grant date through December 31, 2024. The performance period for these grants was the three-year period commencing on January 1, 2022 and continued through December 31, 2024 (the “2022 Award Performance Period”), and was divided into three separate subperiods of calendar years 2022, 2023 and 2024. The number of earned common units of the Partnership will be determined by the Compensation Committee based upon the aggregate results of the subperiods following completion of the 2022 Award Performance Period. The DERs that were granted in tandem with the performance phantom units will vest and become payable simultaneously with the vesting of the phantom units.

Phantom Unit Award – Non-Employee Directors

On March 25, 2024, the Compensation Committee granted awards of phantom units and associated DERs under the LTIP to the non-employee independent directors of the General Partner. The phantom awards granted vested on January 6, 2025 and became payable on a one-for-one basis in common units of the Partnership (or cash equivalent). The DERs that were granted in tandem with the phantom units also vested and became payable simultaneously with the vesting of the phantom units.

On August 22, 2023, the Compensation Committee granted awards of phantom units and associated DERs under the LTIP to the non-employee independent directors of the General Partner. The phantom awards granted vested on January 5, 2024 and became payable on a one-for-one basis in common units of the Partnership (or cash equivalent). The DERs that were granted in tandem with the phantom units also vested and became payable simultaneously with the vesting of the phantom units.

On October 14, 2022, the Compensation Committee granted awards of phantom units and associated DERs under the LTIP to the non-employee independent directors of the General Partner. The phantom awards granted vested on January 1, 2023 and became payable on a one-for-one basis in common units of the Partnership (or cash equivalent). The DERs that were granted in tandem with the phantom units also vested and became payable simultaneously with the vesting of the phantom units.

The following table presents a summary of the non-vested phantom units granted under the LTIP:

	Non-Vested Phantom Units
			Weighted
	Service-	Performance-	Average
	Based	Based	Grant Date	Fair Value
	Awards	Awards	Fair Value ($)	(in thousands)
Outstanding non-vested units at December 31, 2022	147,912	172,256	25.43	$	8,141
Granted	282,777	303,062	32.52		19,052
Vested	(61,787)	—	25.76		(1,591)
Outstanding non-vested units at December 31, 2023	368,902	475,318	30.33	$	25,602
Granted	179,800	147,671	44.37		14,531
Vested	(137,213)	—	31.63		(4,340)
Outstanding non-vested units at December 31, 2024	411,489	622,989	34.60	$	35,793

Accounting guidance for share-based compensation requires that a non-vested equity share unit awarded to an employee is to be measured at its fair value as if it were vested and issued on the grant date.

Compensation cost for an award of share-based employee compensation classified as equity is recognized over the requisite service period. The requisite service period for the Partnership is from the grant date through the vesting dates described in the grant agreement. The Partnership recognizes as compensation expense for the awards granted to employees and non-employee directors the value of the portion of the award that is ultimately expected to vest over the requisite service period on a straight-line basis. Compensation cost and granted units associated with performance-based awards are recognized based on the probability of the performance target being achieved. The Partnership recognizes forfeitures as they occur.

The Partnership recorded total compensation expense related to the outstanding LTIP awards of $15.3 million, $10.1 million and $2.7 million for the years ended December 31, 2024, 2023 and 2022, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

The total compensation cost related to the non-vested awards not yet recognized at December 31, 2024 was approximately $13.4 million and is expected to be recognized ratably over the remaining requisite service periods.

Repurchase Program

In May 2009, the board of directors of the General Partner authorized the repurchase of the Partnership’s common units (the “Repurchase Program”) for the purpose of meeting the General Partner’s anticipated obligations to deliver common units under the LTIP and meeting the General Partner’s obligations under existing employment agreements and other employment related obligations of the General Partner (collectively, the “General Partner’s Obligations”). Since the Repurchase Program was implemented and through December 31, 2024, the General Partner repurchased 1,530,566 common units pursuant to the Repurchase Program for approximately $49.4 million, of which approximately $14.2 million were repurchased in 2024. As of February 28, 2025, the General Partner is authorized to acquire up to 1,070,021 of its common units in the aggregate over an extended period of time, consistent with the General Partner’s Obligations. Common units may be repurchased from time to time in open market transactions, including block purchases, or in privately negotiated transactions. Such authorized unit repurchases may be modified, suspended or terminated at any time and are subject to price and economic and market conditions, applicable legal requirements and available liquidity.

In June 2009, the Partnership and the General Partner entered into the Global GP LLC Compensation Funding Agreement (the “Agreement”) whereby the Partnership and the General Partner established obligations and protocol for

(i) the funding, management and administration of a compensation funding account and underlying General Partner’s Obligations, and (ii) the holding and disposition by the General Partner of common units acquired in accordance with the Agreement for such purposes as otherwise set forth in the Agreement. The Agreement requires the Partnership to fund costs that the General Partner incurs in connection with performance of the Agreement. There were no such costs for the years ended December 31, 2024, 2023 and 2022.