GENESIS ENERGY LP

The Compensation Discussion and Analysis below discusses our compensation process and our objectives and philosophy with respect to our Named Executive Officers (“NEOs”) for the fiscal year ended December 31, 2024.

Compensation Discussion and Analysis

Named Executive Officers

Our NEOs for 2024 were:

•Grant E. Sims, Chairman and Chief Executive Officer;

•Ryan S. Sims, President and Chief Commercial Officer;

•Kristen O. Jesulaitis, Chief Financial Officer and Chief Legal Officer;

•Robert V. Deere, Chief Administrative Officer; and

•Edward T. Flynn, Executive Vice President.

Robert V. Deere retired from his position as Chief Administrative Officer effective as of December 31, 2024.

Board and Governance, Compensation and Business Development Committee

Our board of directors is responsible for, and effectively determines, compensation programs applicable to our NEOs and to the board itself. Our board of directors has delegated to the G&C Committee, of which a majority of the members are “independent,” according to NYSE listing standards, the authority and responsibility to regularly analyze and evaluate our compensation policies, to determine the annual compensation of our NEOs, and to make recommendations to our board of directors with respect to such matters. As described in more detail below, the G&C Committee engaged Meridian Compensation Partners, LLC (“Meridian”), as its independent compensation consultant for 2024. As the need arises, we also utilize committees comprised solely of certain of our independent directors (i.e., the audit committee or special committees) to review and make recommendations with respect to certain matters. Because the G&C Committee is comprised of all the members of our board of directors, excluding our CEO, determinations and recommendations by the G&C Committee are effectively determinations and recommendations by our board of directors, which has approval authority for all such compensation matters. For a more detailed discussion regarding the purposes and composition of board committees, please see Item 10. “Directors, Executive Officers and Corporate Governance.”

Committee/Board Process

Following the end of each calendar year, our CEO reviews the compensation of all the other NEOs and makes a proposal to the G&C Committee regarding their compensation. The CEO’s proposal is based on (among other things) our financial results for the prior year, the relevant executive’s areas of responsibility, market data provided by our independent compensation consultant, and recommendations from the relevant executive’s supervisor (if other than our CEO). The G&C Committee reviews the compensation of our CEO and the proposal of our CEO regarding the compensation of the other NEOs and makes a final determination (and a recommendation to our board of directors) regarding the compensation of our NEOs. Depending on the nature and quantity of changes made to that proposal, there may be additional G&C Committee meetings and discussions with our CEO in advance of that determination. Our board of directors has final approval authority for all such compensation matters.

Committee/Board Approval

The G&C Committee determines salaries, annual cash incentives and long-term awards for executive officers, taking into consideration the CEO’s recommendation regarding the NEOs. In April, any applicable salary increases, retention and annual bonuses, and long-term incentive awards are typically made or granted.

Role of Compensation Consultant and Peer Group Analysis

The G&C Committee’s charter authorizes it to retain independent compensation consultants from time to time to serve as a resource in support of its efforts to carry out certain duties. In 2024, the G&C Committee engaged Meridian, an independent compensation consultant, to assist the G&C Committee in assessing and structuring competitive compensation packages for the executive officers that are consistent with our compensation philosophy. The G&C Committee assessed the independence of Meridian pursuant to current exchange listing requirements and SEC guidance and concluded that no conflict of interest exists that would prevent Meridian from serving as an independent consultant to the G&C Committee.

At the request of the G&C Committee, Meridian reviewed and provided input on the compensation of our NEOs, trends in executive compensation, meeting materials circulated to the G&C Committee, and management’s recommendations regarding executive compensation plans. Meridian also developed assessments of market levels of compensation through an analysis of peer data and information disclosed in our peer companies’ public filings, but did not determine or recommend the amount of compensation.

For purposes of reviewing the compensation amounts related to 2024, Meridian performed a market analysis using a peer group that consisted of the following 14 companies in the energy industry: Plains All American Pipeline, L.P., Targa Resources Corp., HF Sinclair Corporation, Equitrans Midstream Corporation, EnLink Midstream, LLC, Delek US Holdings, Inc., NGL Energy Partners LP, NuStar Energy L.P., Sunoco LP, USA Compression Partners, LP, U.S. Silica Holdings, Inc., Calumet Specialty Products Partners, L.P., Crestwood Equity Partners LP and Magellan Midstream Partners, L.P. Meridian utilized historical data from Crestwood Equity Partners LP and Magellan Midstream Partners, L.P. for the market analysis as these companies were acquired by Energy Transfer and ONEOK, respectively, during 2023. These companies were selected as the compensation peer group for any or all of the following reasons:

1. they reflect our industry competitors for products and services;

2. they operate in similar markets or have comparable geographical reach;

3. they are of similar size and maturity to us; or

4. they are companies that have similar credit profiles to us and/or their growth or capital programs are similar to ours.

The G&C Committee reviews the peer group annually and may, from time to time, add or remove companies in order to assure the composition of the group meets the criteria outlined above.

The information that Meridian compiled included compensation trends for MLPs and levels of compensation for similarly situated executive officers of companies within this peer group. We believe that compensation levels of executive officers in our peer group are relevant to our compensation decisions because we compete with those companies for executive management talent.

Compensation Objectives and Philosophy

The primary objectives of our compensation program are to:

•encourage our executive leaders to build and operate the partnership in a way that is aligned with our common and preferred unitholders’ interests, focusing on visible distribution, high coverage and targeted leverage metrics, all combining to maximize per unit value, while maintaining a focus on the long-term stability of the enterprise and structured so as to not promote inappropriate risk taking;

•offer near-term and long-term compensation opportunities that are competitive with industry norms; and

•provide appropriate levels of retention to the executive team to ensure long-term continuity and stability for the successful execution of key growth initiatives and projects.

We strive to accomplish these objectives by providing all employees, including our NEOs, with a total compensation package that is market competitive and both service and performance-based. In our assessment of the market competitiveness of compensation, we take into consideration the compensation offered by companies in our peer group described above, but we have not identified a specific percentile of peer company pay as a target. Rather, we use market information as one consideration in setting compensation along with individual performance, our financial and operational performance and our safety and sustainability performance.

We pay base salaries at levels that we feel are appropriate for the skills and qualities of the individual NEOs based on their past performance, current scope of responsibilities and future potential. The incentive-based components of each NEO’s compensation include annual cash bonus opportunities and participation in our long-term incentive program. The annual cash bonus rewards incremental operational and financial achievements required to meet investor expectations in the short-term while the long-term component focuses rewards on the long-term stability of the enterprise and intends to assure an alignment between executives and investors in the partnership. Both incentive components are generally linked to base salary and are consistent in general with our understanding of market practice and with our judgment regarding each individual’s role in the organization.

As described in more detail below, we believe that the combination of base salaries, cash bonuses and long-term cash-based incentive awards provide an appropriate balance of short and long-term incentives, and alignment of the incentives for our executives, including our NEOs, with the interests of our unitholders.

The amount of compensation contingent on performance is a significant percentage of total compensation, therefore ensuring that business decisions and actions lead to the long-term growth and sustainability of the organization. Our bonus plan (including retention bonuses) is short-term in nature and includes awards based on individual and company performance with the goal of retaining key employees and NEOs. Our long-term incentive plan is linked to our generation of Available Cash before Reserves, our sustainability and safety record, as well as the partnership’s Consolidated Leverage ratio (as defined in our credit agreement).

Elements of Our Compensation Program and Compensation Decisions for 2024

The primary elements of our compensation program are a combination of annual cash and long-term incentive-based compensation. For the year ended December 31, 2024, the elements of our compensation program for the NEOs consisted of an annual base salary, discretionary annual bonus awards, including retention bonus awards and awards under our long-term incentive compensation program.

Additionally, in order to attract qualified executive personnel, we may make one-time new-hire equity awards.

Base Salaries

We believe that base salaries should provide a fixed level of competitive pay that reflects the executive officer’s primary duties and responsibilities and provides a foundation for incentive opportunities and benefit levels. As discussed above, the base salaries of our NEOs are reviewed annually by the G&C Committee, taking into account recommendations from our CEO regarding NEOs other than himself. We pay base salaries at a level that we feel is appropriate for the skills and qualities of the individual NEOs based on their past performance, current scope of responsibilities and future potential. Base salaries may be adjusted to achieve what is determined to be a reasonably competitive level or to reflect promotions, the assignment of additional responsibilities, individual performance or company performance. Salaries are also periodically adjusted based on analysis of peer group practices as described above.

In April 2024, the G&C Committee reviewed the assessments of market levels of compensation developed by Meridian in conjunction with a discussion of individual performance and responsibilities. As a result of this review and taking into account current market conditions and their respective levels of responsibility, the G&C Committee approved increases in the base salaries of Mr. Ryan S. Sims and Ms. Jesulaitis, effective as of April 10, 2024. Mr. Ryan S. Sims’ 2024 base salary increased to $575,000, representing an increase of 10%. Ms. Jesulaitis’ 2024 base salary increased to $550,000, representing an increase of 10%.

Bonuses

Our NEOs typically participate in a bonus program, or the Bonus Plan, in which a number of our other employees also participate. As designed by the G&C Committee, each NEO has an annual bonus target based on a stated percentage of his or her base salary. The targeted amount for the NEOs is established based on the analysis of market practices of the peer group and consideration of the level of salary and targeted long-term incentives for each NEO. Based on the G&C Committee's subjective review of the 2024 operational and financial performance, in the context of total NEO compensation, a discretionary bonus was granted to Mr. Flynn in the amount of $420,000 associated with the performance of the Alkali Business. This bonus will be paid in March 2025, contingent on Mr. Flynn’s employment on the payment date. Further, it was determined by the G&C Committee that each NEO will be considered for a retention bonus for 2024, as further discussed below.

Our NEOs may participate in a retention bonus program in which certain key employees, managers and officers are eligible. These retention bonuses are discretionary and are awarded based on individual and company performance with the goal of retaining key employees. In 2024, Mr. Grant E. Sims was granted a retention bonus of $1,075,000, Mr. Ryan S. Sims was granted a retention bonus of $575,000, Ms. Jesulaitis was granted a retention bonus of $550,000, Mr. Flynn was granted a retention bonus of $525,000, and Mr. Deere was granted a retention bonus of $375,000, to be paid in four equal installments on or before the last day of the quarter ended on the following dates: September 30, 2024, December 31, 2024, March 31, 2025 and June 30, 2025, contingent upon continued employment at those dates.

We believe that these retention bonuses are an appropriate mechanism to incentivize key executives to remain with us so that we may benefit from their experience in the industry and other competitive opportunities available to them.

Long-Term Incentive Compensation

We generally provide certain long-term compensation (cash and equity-based) to directors, officers, and certain employees through our long-term incentive compensation plans (“LTIPs”). Our G&C Committee designs these awards to align the interests of plan participants with the interests of our long-term unitholders by promoting a sense of proprietorship and personal involvement in our development, growth, and financial success. Our LTIPs have given us flexibility to grant deferred compensation awards in the form of equity or cash-based compensation that vest outright or upon the satisfaction of one or more conditions that reward measurable service and performance, including the passage of time, continued employment, financial, and operating (including safety and sustainability) metrics and the appreciation in our unit price over time.

In 2018, our G&C Committee adopted our 2018 LTIP. Like our 2010 LTIP, our 2018 LTIP permits awards of equity-based compensation in the form of phantom units and distribution equivalent rights (“DERs”). 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. DERs are tandem rights to receive on a quarterly basis an amount of cash equal to the amount of distributions that would have been paid on outstanding phantom units had they been limited partner units issued by us. In addition, our 2018 LTIP permits the grant of cash-based awards.

Our G&C Committee administers our LTIPs and has broad authority to grant awards under and alter, amend, or terminate our LTIPs. For example, our G&C Committee has the authority to determine (i) who (if anyone) will receive awards from time to time as well as (ii) the size, nature, terms and conditions of such award. Our G&C Committee also has the authority to adopt, alter, and repeal rules, guidelines and practices relating to our LTIPs and interpret our LTIPs. Our board of directors can terminate the LTIPs at any time.

During 2024, 2023 and 2022, we granted cash-based awards to certain officers and other employees under our 2018 LTIP, including our NEOs. We established target grant values for NEOs based on an analysis of market practices of our compensation peer group and consideration of the level of salary and targeted bonus for each NEO.

For 2024, 2023 and 2022, the G&C Committee established the following long-term incentive cash grant target values for each of our NEOs:

(1)See additional discussion of awards granted to NEOs under the 2018 LTIP during 2024, 2023 and 2022 included in the “Grants of Plan-Based Awards” disclosure below.

Other Compensation and Benefits

We offer certain other benefits to our NEOs, including medical, dental, disability and life insurance, and contributions on their behalf to our 401(k) plan. NEOs participate in these plans on the same basis as all other employees. Other than the 401(k) plan, we do not sponsor a pension plan in which our NEOs are eligible to participate, and we do not provide post-retirement medical benefits that would be available to our NEOs.

No perquisites of any material nature are provided to our NEOs.

Tax and Accounting Implications

Since we are a partnership and not a corporation for federal income tax purposes, we are not subject to the executive compensation tax deduction limitations of Section 162(m) of the Internal Revenue Code. Accordingly, none of the compensation paid to our NEOs is subject to limitation as to tax deductibility. However, if the relevant tax laws change in the future, the G&C Committee will consider the implications of such changes to us. For our equity-based and cash-based compensation arrangements, we record compensation expense over the vesting period of the awards, as discussed further in Note 17 of our Consolidated Financial Statements in Item 8.

Compensation Committee Report

The G&C Committee has reviewed and discussed with management the Compensation Discussion and Analysis included above. Based on that review and discussion, the G&C Committee recommended to our board of directors that this Compensation Discussion and Analysis be included in this Form 10-K.

The foregoing report is provided by the following directors, who constitute the G&C Committee:

•Kenneth M. Jastrow II, Chairman

•Conrad P. Albert

•James E. Davison

•James E. Davison, Jr.

•Sharilyn S. Gasaway

•Jack T. Taylor

The information contained in this report shall not be deemed to be soliciting material or filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.

Clawback Policy

Effective October 2, 2023, we adopted a clawback policy, providing for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. The policy applies to incentive compensation that is granted, earned or vested based in whole or in part upon the attainment of a financial reporting measure, and the policy provides for the reimbursement or forfeiture of excess incentive compensation in the three fiscal years following the accounting restatement date. A copy of the clawback policy is filed as Exhibit 97 to this Form 10-K.

In 2024, no events occurred requiring us to prepare an accounting restatement.

Compensation Risk Assessment

Our board of directors does not believe that our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. We compensate most employees with a combination of competitive base salary and incentive compensation. Meridian advised the G&C Committee that our programs include multiple features and practices that appropriately control motivations for excessive risk taking. Our board of directors believes that the mix and design of the elements of employee compensation does not encourage employees to assume excessive or inappropriate risk taking.

Our board of directors concluded that the following risk oversight and compensation design features guard against excessive risk-taking:

•the Company has strong internal financial controls;

•base salaries are consistent with employees’ responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;

•the determination of incentive awards is based on a review of a variety of indicators of performance as well as a meaningful subjective assessment of personal performance, thus diversifying the risk associated with any single indicator of performance;

•compensation decisions include discretionary authority to adjust annual awards and payments, which further reduces any business risk associated with our plans; and

•long-term incentive awards are designed to provide appropriate awards for dedication to a corporate strategy that delivers long-term returns to unitholders.

Summary Compensation Table

The following Summary Compensation Table summarizes the total compensation paid or accrued to our NEOs in 2024, 2023 and 2022.

(1)Mr. Flynn’s bonus for 2024 includes a discretionary bonus of $210,000 relating to 2023 but paid in March 2024, contingent upon his continued employment on the payment date. Mr. Flynn’s bonus for 2023 includes a discretionary bonus of $885,000 relating to 2022 but paid in March 2023. Mr. Flynn’s bonus for 2022 includes a discretionary bonus of $600,000 relating to 2021 but paid in March 2022.

(2)The amounts shown represent any retention bonuses vested and paid during each of 2024, 2023 and 2022 as well as any cash or special bonus awards earned relative to each year.

(3)The amounts shown represent the non-equity incentive plan awards vested and paid in 2024, 2023, and 2022.

(4)The following table presents the components of “All Other Compensation” for each NEO for the year ended December 31, 2024.

The amounts in this table represent:

(1)Contributions by us to our 401(k) and profit-sharing plan on each NEO’s behalf.

(2)Term life insurance premiums paid by us on each NEO’s behalf. Mr. Grant E. Sims insurance premiums for 2024 include the premium associated with his life insurance policy that is paid by us.

Grants of Plan-Based Awards

The following table shows the cash-based awards granted to our NEOs in 2024 under our 2018 LTIP.

(1)Mr. Deere retired from his role of Chief Administrative Officer effective December 31, 2024. Upon his retirement, the awards granted on April 10, 2024 will vest on April 10, 2027 assuming full vesting of the service tranche and a maximum vesting at 100% of the performance metric.

For the awards granted to Mr. Grant E. Sims, Mr. Ryan S. Sims, Ms. Jesulaitis, Mr. Deere and Mr. Flynn on April 10, 2024, 60% of the amount represents the cash to be paid if the Company meets certain performance conditions (threshold, target and maximum) associated with our Available Cash before Reserves, our Consolidated Leverage Ratio (as defined in the credit agreement), and safety and sustainability metrics during 2026, and the remaining 40% of the awards are service-based that vest on April 10, 2027.

There were no equity-based awards granted to our NEOs as of December 31, 2024.

Termination or Change in Control Benefits

We consider maintaining a stable and effective management team to be essential to protecting and enhancing the best interests of us and our unitholders. To that end, we recognize that the possibility of a change in control or other acquisition event may raise uncertainty and questions among management, and such uncertainty could adversely affect our ability to retain our key employees, which would be to our unitholders’ detriment. Because our management team was built over time, as described above, and our NEOs became NEOs under different circumstances, the compensation and benefits awarded to our individual NEOs in the event of termination varies. In extending these benefits, we considered a number of factors, including the prevalence of similar benefits adopted by other publicly traded MLPs. See “Potential Payments Upon Termination or Change in Control” below for further discussion of these benefits, including the definitions of certain terms such as change in control.

We believe that the interests of unitholders will best be served if the interests of our management and unitholders are aligned. We believe the termination and change in control benefits described above strike an appropriate balance between the potential compensation payable and the objectives described above.

Potential Payments upon Termination or Change in Control

Based upon a hypothetical termination date of December 31, 2024, the termination benefits for Messrs. Grant E. Sims, Ryan S. Sims, Flynn, and Ms. Jesulaitis for voluntary termination or termination for cause would be zero.

If termination occurs due to death or disability, Messrs. Grant E. Sims, Ryan S. Sims, Deere, Flynn, and Ms. Jesulaitis would vest in outstanding awards under our 2018 LTIP at 100%, including the awards granted in 2024, 2023 and 2022, would result in payments under the 2018 LTIP of the following amounts upon death or disability:

Upon a change in control (as defined in our 2018 LTIP) for the outstanding LTIP awards granted in April 2024, April 2023 and April 2022, the unvested service tranche of the cash awards granted will become fully vested and the unvested performance tranche of the cash award granted will vest at 200% of the performance metric. Based on a hypothetical change in control on December 31, 2024, the change of control termination benefits for Messrs. Grant E. Sims, Ryan S. Sims, Deere, Flynn, and Ms. Jesulaitis would have been as follows:

(1)Mr. Deere retired from his role of Chief Administrative Officer effective December 31, 2024. Upon his retirement, the LTIP awards granted to Mr. Deere in 2024 and 2023 would hypothetically vest in a change of control event assuming full vesting of the service tranche and a maximum vesting at 100% of the performance metric.

Director Compensation in Fiscal Year 2024

The table below reflects compensation for our non-employee directors. Mr. Grant E. Sims does not receive any compensation attributable to his status as a director.

(1)Amounts include annual retainer fees.

(2)Amounts in this column represent the fair value of the awards of phantom units under our 2010 LTIP on the date of grant, as calculated in accordance with accounting guidance for equity-based compensation.

(3)Outstanding awards to directors at December 31, 2024 consist of phantom units granted under our 2010 LTIP. Messrs. James Davison and James Davison, Jr. each hold 10,550 outstanding phantom units, Ms. Gasaway and Mr. Jastrow each hold 11,538 outstanding phantom units, and Messrs. Albert and Taylor each hold 11,143 outstanding phantom units, respectively.

(4)Amounts in this column represent the amounts paid for tandem DERs related to outstanding phantom units granted under our 2010 LTIP.

Beginning in July 2024 our non-employee directors are entitled to a base compensation of $270,000 per year, with $120,000 paid in cash and $150,000 paid in phantom units. The lead director, the chairpersons of the audit committee and G&C Committee, and any non-chair members of the audit committee each receive an additional amount of base compensation split equally between cash and phantom units. The cash compensation is paid in equal quarterly installments. Such additional amounts are $10,000 for the lead director, $25,000 for the chair of the audit committee, $15,000 for the chair of the G&C Committee and $15,000 for any audit committee non-chair members.

Cash is paid, and phantom units are awarded, on the first business day of each calendar quarter. During 2024, 2023 and 2022, we awarded phantom units under our 2010 LTIP only to directors, all of which were service-based awards with no performance conditions. The number of phantom units awarded is determined by dividing the closing market price of our units on the date of the award into the amount to be paid in phantom units. So long as he or she is a director on the relevant date of determination, each director will receive: a quarterly distribution equal to the number of phantom units held by such director multiplied by the quarterly distribution amount we will pay in respect of each of our outstanding common units on such distribution date, and an amount equal to the number of phantom units granted to such director on such award date multiplied by the average closing price of our common units for the 20 trading days ending on the day immediately preceding such anniversary date. All phantom units granted to our directors will vest and pay out after their one-year anniversary at an amount equal to the number of phantom units granted multiplied by the average closing price of our common units for the 20 trading days ending on the day immediately preceding such anniversary date.

CEO Pay Ratio

Our CEO to median employee pay ratio is calculated in accordance with the SEC’s pay ratio rules, Item 402(u) of Regulation S-K, which requires the disclosure of (i) the median of the annual total compensation of all employees of the Company (except the CEO), (ii) the annual total compensation for the CEO, and (iii) the ratio of these two amounts.

We identified the median employee during the year ended December 31, 2023 by examining the 2023 total cash compensation for all individuals excluding our CEO, who were employed by us on December 31, 2023. Consistent with the pay ratio rules in Item 402(u), we performed the following: (i) excluded from our employees those individuals who provide services as independent contractors, based on application of the tests used for tax purposes as set forth in the Internal Revenue Service’s Publication 15A: “Employer’s Supplemental Tax Guide; (ii) excluded employees located in a jurisdiction outside of the U.S., as they accounted for less than 5% of our total employees in 2023; and (iii) utilized the same median employee that was identified during the year ended December 31, 2023, as we believe there has been no change in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure for the year ended December 31, 2024.

We selected December 31, 2023, which is within the last three months of 2023, as the date upon which we would identify the median employee because it enabled us to make such identification in a reasonably efficient and economical manner. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2023. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Since all of the employees included in the CEO to median employee pay ratio calculation are located in the U.S., including the Commonwealth of Puerto Rico, and paid in U.S. dollars, we did not make any cost-of-living adjustments in identifying the median employee.

As of December 31, 2024, the Company had 2,075 employees, including 2,055 full-time employees and 20 temporary employees.

We calculated the annual total compensation for the median employee using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table above in this 10-K filing. Mr. Grant E. Sims, our CEO, had 2024 annual total compensation of $9,817,748, as reflected in the Summary Compensation Table. Our median employee’s annual total compensation for 2024 was $145,588. Based on this information, Mr. Sims’ total annual compensation was approximately sixty-seven times that of our median employee in 2024, or 67:1.