UNIT-BASED COMPENSATION PLANS

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

14. UNIT-BASED COMPENSATION PLANS

Prior to the Merger, we awarded unit-based compensation to employees and directors primarily under the 2013 Long Term Incentive Plan of Buckeye Partners, L.P. (the “LTIP”), as subsequently amended and restated in June 2017. The LTIP was terminated in conjunction with the Merger and all unvested outstanding awards vested upon the Merger at the same value as the outstanding LP Units.

We recognized compensation expense related to awards under the LTIP of $5.9 million and $4.9 million for the three months ended September 30, 2019 and 2018, respectively. For the nine months ended September 30, 2019 and 2018, we recognized compensation expense of $21.6 million and $21.7 million, respectively.

Deferral Plan under the LTIP

Prior to the closing of the Merger, we also maintained the Buckeye Partners, L.P. Unit Deferral and Incentive Plan, as amended and restated effective December 13, 2016 (the “Deferral Plan”), pursuant to which we issued phantom and matching units under the LTIP to certain employees in lieu of cash compensation at the election of the employee. During the nine months ended September 30, 2019, 158,970 phantom units (including matching units) were granted under this plan. These grants are included as granted in the LTIP activity table below. The Deferral Plan was terminated in conjunction with the Merger.

Awards under the LTIP

During the nine months ended September 30, 2019, the Compensation Committee of the Board granted 529,859 phantom units to employees (including the 158,970 phantom units granted pursuant to the Deferral Plan, as discussed above), 32,247 phantom units to independent directors of Buckeye GP and 345,943 performance units to employees.

The following table sets forth the LTIP activity for the periods indicated (in thousands, except per unit amounts):



	Number of LP Units		Weighted Average Grant Date Fair Value per LP Unit ⁽¹⁾
Unvested at January 1, 2019	1,645		$	55.52
Granted ⁽²⁾	908		30.98
Vested	(244	)	52.24
Forfeited	(265	)	50.24
Unvested at September 30, 2019	2,044		$	45.70


(1)	Determined by dividing the aggregate grant date fair value of awards by the number of awards issued. The weighted-average grant date fair value per LP Unit for forfeited and vested awards is determined before an allowance for forfeitures.

(2)

Includes both phantom and performance awards. Performance awards are granted at a target amount but, depending on our performance during the vesting period with respect to certain pre-established goals, the number of LP Units issued upon vesting of such performance awards can be greater or less than the target amount.