ENTERPRISE PRODUCTS PARTNERS LP

XECUTIVE COMPENSATION.

Executive Officer Compensation

We do not directly employ any of the persons responsible for managing our business. Instead, we are managed by Enterprise GP, the executive officers of which are employees of EPCO. Our management, administrative and operating functions are primarily performed by employees of EPCO in accordance with the ASA. Pursuant to the ASA, we reimburse EPCO for its compensation costs related to the employment of personnel working on our behalf. For information regarding the ASA, see Note 15 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.

Summary Compensation Table

The following table presents total compensation amounts paid, accrued or otherwise expensed by us with respect to our (i) co-CEOs, (ii) CFO and (iii) three highest paid officers of our general partner, other than our principal executive and financial officers, who were serving in such capacity at December 31, 2023. Collectively, these five individuals were our “named executive officers” for 2023. To the extent such individuals were also named executive officers for 2022 and 2021, their total compensation for those years is presented as well.

Bonus amounts shown in the preceding table represent discretionary annual awards earned by each named executive officer with respect to the year presented. Bonus amounts are paid in cash in February of the following year (e.g., the bonus amount for 2023 was paid in February 2024).

The following table presents the components of “All Other Compensation” for each named executive officer for the year ended December 31, 2023:

Compensation Discussion and Analysis

Elements of Compensation

With respect to our named executive officers, compensation paid or awarded by us reflects only that portion of compensation paid by EPCO and allocated to us pursuant to the ASA, including an allocation of a portion of the cost of long-term incentive plans of EPCO. The elements of EPCO’s compensation program, along with EPCO’s other incentives (e.g., benefits, work environment and career development), are intended to provide a total rewards package to employees. The objective of EPCO’s compensation program is to provide competitive compensation opportunities that will align and drive employee performance toward the creation of sustained long-term unitholder value. We believe that our compensation program allows us to attract, motivate and retain high quality talent with the skills and competencies that we require. Our compensation packages are designed to reward contributions by employees in support of the business strategies of EPCO and its affiliates at both our partnership and individual levels and to avoid risks that are likely to conflict with our risk management policies.

For the three years ended December 31, 2023, the primary elements of compensation for the named executive officers consisted of annual cash base salary, a discretionary annual bonus, equity awards under long-term incentive arrangements and other compensation, including very limited perquisites. With respect to the annual periods presented in the Summary Compensation Table, EPCO’s compensation package for the named executive officers did not include any compensation elements based on targeted performance-based criteria other than as described with respect to the Employee Partnerships under the heading “Profits Interest Awards” in Note 13 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report. We believe that minimizing targeted performance-based criteria has the effect of discouraging excessive risk taking by our named executive officers.

Changes in the base salaries of our named executive officers during the three years ended December 31, 2023 were largely budget-driven and made consistent relative to increases in the base salaries of our other executive officers.

The bonus awards are discretionary and, in combination with annual base salaries, are intended to yield competitive total compensation levels for the named executive officers and drive performance in support of our business strategies. A subjective judgment of each named executive officer’s performance and individual contributions to our business for those periods is taken into account and reflected in the annual bonus amounts. The bonus amounts are also based on the level and position of such named executive officers and the relative compensation paid to our other executive officers, and subjective judgment with respect to overall performance measures may differ based on the position of each named executive officer. The annual bonus amount presented for each named executive officer also reflects a general consideration of our overall financial and certain operating results for those periods. This general consideration takes into account the following specific financial measures: adjusted cash flow from operating activities per unit, distributable cash flow per unit, gross operating margin, return on invested capital, and our related performance trends relative to peers. The general consideration also takes into account certain of our non-financial, operating performance measures relative to peers (including safety performance). No specific weight or formula is given to any particular financial or operating performance measure.

Each of our named executive officers has been granted equity-based compensation. The amount of equity-based compensation granted to our named executive officers reflects asubjective judgment of each named executive officer’s performance and individual contributions to our business. The values of equity-based awards granted to the named executive officers are also based on the level and position of such named executive officers and the relative compensation paid to our other executive officers. Such values also reflecta general consideration of our overall financial and certain operating results (as described in the preceding paragraph), without any specific weight or formula given to any particular financial or operating performance measure. Each of the named executive officers received grants of phantom unit awards for the periods presented in the summary compensation table. Each phantom unit award vests upon completion of a specified employment period.

Additionally, each of our named executive officers has been granted a “profits interest” award (in the form of Class B limited partner interests) in one or more Employee Partnerships, which function as long-term incentive arrangements for key employees of EPCO. If certain conditions are met, the employee participants in each Employee Partnership will be entitled to (i) a residual profits interest in the assets of the Employee Partnership at liquidation, along with (ii) quarterly cash distributions. The residual assets to be distributed, if any, consist of common units of Enterprise Products Partners L.P. owned by the Employee Partnership.

The last remaining Employee Partnership in which one or more of our named executive officers currently participate is EPD 2018 Unit IV L.P. (“EPD IV”). Messrs. Bacon, Secrest and Boss participate in EPD IV as Class B limited partners therein. In November 2023, the partners of EPD IV amended their limited partnership agreement to provide for the vesting of their Class B limited partner interests on the earliest of (i) December 3, 2027, (ii) the first date on or after November 6, 2023 for which the closing sale price of the Partnership’s common units on the NYSE is equal to or greater than $29.02 per unit (subject to certain adjustments), (iii) a change of control, or (iv) dissolution of such Employee Partnership. As a result of these modifications, the compensation for Messrs. Bacon, Secrest and Boss attributable to equity-based awards for 2023 increased.

EPCO expects to continue its policy of paying for limited perquisites attributable to our named executive officers. EPCO also makes matching contributions under its defined contribution plans for the benefit of our named executive officers in the same manner as it does for other EPCO employees.

EPCO does not offer our named executive officers a defined benefit pension plan. Also, none of our named executive officers had nonqualified deferred compensation during the three years ended December 31, 2023.

In the second quarter of 2019, each of our named executive officers entered into a separate retention bonus agreement with EPCO. Pursuant to the retention bonus agreements, each such person was entitled to a cash retention payment of $5 million (in the case of each of Messrs. Teague and Fowler) and $1 million (in the case of each of Messrs. Bacon, Secrest and Boss), less all applicable withholding taxes and other required deductions on such payment (in each case, the applicable “Retention Payment”), in a lump sum within seven business days following his completion of continuous active fulltime employment with EPCO from April 15, 2019 through (i) May 31, 2022 (in the case of Mr. Teague) or (ii) May 31, 2023 (in the case of each of Messrs. Fowler, Bacon, Secrest and Boss) (in each case, the applicable “Retention Period”), and provided that such person continues to perform his duties during the applicable Retention Period in a highly effective manner, as determined in the good faith discretion of EPCO’s key executives (the “Performance Requirement”). Any Retention Payment is in addition to any discretionary incentive compensation that EPCO or any of its affiliates may grant or have in place from time to time.

The applicable Retention Period and Performance Requirement under Mr. Teague’s retention bonus agreement were satisfied on May 31, 2022, and the full amount of Mr. Teague’s applicable Retention Payment was paid to him in June 2022. The applicable Retention Period and Performance Requirement under each of Messrs. Fowler’s, Bacon’s, Secrest’s and Boss’s retention bonus agreements were satisfied on May 31, 2023, and the full amount of the applicable Retention Payments were paid in June 2023.

Overview of Decision-Making Process Regarding Compensation of Named Executive Officers

A subcommittee of the Governance Committee of our general partner, the Incentive Plan Administration Subcommittee (the “IPA Subcommittee”), has final and ultimate decision-making authority with respect to all aspects of compensation of our Co-CEOs. The IPA Subcommittee, at its sole option and in its sole discretion, consider input and recommendations from the EPCO Trustees and EPCO’s Human Resources department in making its compensation decisions for our Co-CEOs. The current members of the IPA Subcommittee are Ms. Barth, Mr. Hackett and Mr. Rutherford, all of whom are “Non-Employee Directors” (as defined in SEC Rule 16b-3).

The compensation of our other named executive officers (other than equity-based awards granted under EPCO’s long-term incentive plans) is determined by our Co-CEOs. Neither EPCO nor Enterprise GP has a separate compensation committee; however, grants of equity-based compensation under EPCO’s long-term incentive plans (e.g., phantom unit awards) to our named executive officers, including our Co-CEOs, have been approved by the IPA Subcommittee.

The issuance of profits interest awards was approved by EPCO’s board of directors.

The overall compensation for each named executive officer is not based on any formula or specific performance criteria; rather, the IPA Subcommittee, our Co-CEOs, and EPCO (as applicable) determine an appropriate level and mix of compensation for each officer on a case-by-case basis. Further, there is no established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. However, some considerations that may be taken into account in making the case-by-case compensation determinations include the total value of all elements of compensation, the appropriate balance of internal pay equity among our executive officers, individual performance and potential, levels of responsibility and value to the organization. All compensation determinations are subjective and discretionary.

In making compensation decisions, EPCO considers market data for determining relevant compensation levels and compensation program elements through the review of and, in certain cases, participation in, relevant compensation surveys and reports. These surveys and reports are conducted and prepared by third party compensation consultants. In 2023, EPCO engaged Meridian Compensation Partners, LLC (the “Consultant”) to complete a detailed review of executive compensation relative to our industry. In connection with this review, the Consultant provided comparative market data on compensation practices and programs for executive level positions based on an analysis of industry participants. The market data for industry participants included information from Dominion Energy, Inc.; Enbridge Inc.; Energy Transfer LP; Kinder Morgan Inc.; Magellan Midstream Partners, L.P.; ONEOK, Inc.; Plains All American Pipeline, L.P.; Targa Resources Corporation; The Williams Companies, Inc.; and TC Energy Corporation.

Neither we, nor EPCO, which engaged the Consultant, are aware of the specific data of the companies included in the Consultant’s proprietary database for specific positions. EPCO uses the information provided in the Consultant’s analysis to gauge whether compensation levels reported by the Consultant and the general ranges of compensation for EPCO employees in similar positions are comparable. However, that comparison is only a factor taken into consideration and may or may not impact compensation of our named executive officers. EPCO does not otherwise engage in benchmarking for the named executive officers’ positions.

Allocation of Compensation Between Us and EPCO and its Other Affiliates

Under the ASA, the compensation costs of our named executive officers, including those costs related to equity-based awards, are allocated between us and other affiliates of EPCO based on the estimated amount of time that each officer spends on our consolidated businesses in any fiscal year. These percentages are reassessed at least quarterly.

With the exception of Messrs. Fowler and Boss, each of our named executive officers devoted all of their time to our consolidated businesses during the years ended December 31, 2023, 2022 and 2021. Mr. Fowler devoted approximately 75% of his time to our consolidated businesses during this three year period, with the remainder of his time allocated to EPCO and its privately held affiliates. On average, Mr. Boss devoted approximately 95% of his time to our consolidated businesses during 2023, with the remainder of his time allocated to EPCO and its privately held affiliates.

Grants of Equity-Based Awards in Fiscal Year 2023

The following table presents information concerning each grant of an equity-based award in 2023 to a named executive officer for which we will be allocated our pro rata share of the related cost under the ASA.

The fair value amounts presented in the preceding table are based on certain assumptions and considerations made by management. For information regarding these assumptions and considerations, see Note 13 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.

The 2008 Enterprise Products Long-Term Incentive Plan (Fourth Amendment and Restatement) (the “2008 Plan”) provides for incentive awards to EPCO’s key employees and non-employee directors and consultants who perform management, administrative or operational functions for us or our affiliates. Awards granted under the 2008 Plan may be in the form of phantom units, DERs, restricted common units, unit options, unit appreciation rights and other unit-based awards or substitute awards. For information regarding the number of common units authorized for issuance under the 2008 Plan, see “Securities Authorized for Issuance Under Equity Compensation Plans” under Part III, Item 12 of this annual report.

Phantom unit awards

Phantom unit awards allow recipients to acquire our common units (at no cost to the recipient apart from fulfilling service and other conditions) once a defined vesting period expires, subject to customary forfeiture provisions. Phantom unit awards generally vest at a rate of 25% per year beginning one year after the grant date. Each phantom unit award includes a tandem DER, which entitles the holder to nonforfeitable cash payments equal to the product of the number of phantom unit awards outstanding for the participant and the cash distribution per common unit paid to our common unitholders.

Vesting of Equity-Based Awards in 2023

The following table presents the vesting of phantom unit awards and profits interest awards to our named executive officers during the year ended December 31, 2023. These amounts are presented on a gross basis and do not reflect any allocation of compensation to affiliates under the ASA.

Equity-Based Awards Outstanding at December 31, 2023

The following information summarizes each named executive officer’s long-term incentive awards outstanding at December 31, 2023. These amounts are presented on a gross basis and do not reflect any allocation of compensation to affiliates under the ASA.

Phantom unit awards

For a description of phantom unit awards, see “Grants of Equity-Based Awards in Fiscal Year 2023” within this Item 11.

Profits interest awards

For a description of the profits interest awards, see Note 13 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.

Potential Payments Upon Termination or Change-in-Control

None of the named executive officers have any employment agreements that call for the payment of termination or severance benefits or provide for any payments in the event of a change in control of Enterprise GP.

The vesting of profits interest awards under the Employee Partnerships is subject to acceleration upon a change of control. In addition, the vesting of equity-based awards under EPCO’s long-term incentive plans is subject to acceleration upon a qualifying termination, including termination after a change of control of Enterprise GP. A qualifying termination under such awards generally means a termination as an employee of EPCO or an affiliated group member (i) upon death, (ii) a qualifying long-term disability, (iii) a qualifying retirement, or (iv) within one year after a change of control, other than a termination for cause or termination by such person that is not a qualifying termination for good reason (as such terms are defined in the underlying plan documents).

A “change of control” under these awards is generally defined to mean that the descendants, heirs and/or legatees of Dan L Duncan, and/or trusts (including, without limitation, one or more voting trusts) established for their benefit, collectively, cease, directly or indirectly, to control our general partner. Mr. Duncan passed away in March 2010.

Compensation Committee Report

We do not have a separate compensation committee. In addition, we do not directly employ or compensate our named executive officers. Rather, under the ASA, we reimburse EPCO for the compensation of our executive officers. As described in Compensation Discussion and Analysis, decisions regarding the compensation of our named executive officers with respect to 2023 were made, as applicable, by EPCO and Enterprise GP’s Co-CEOs and the IPA Subcommittee.

In light of the foregoing, the Board has reviewed and discussed with management the Compensation Discussion and Analysis set forth above and determined that it be included in this annual report for the year ended December 31, 2023.

Submitted by: Randa Duncan Williams

Richard H. Bachmann

A. James Teague

W. Randall Fowler

Carin M. Barth

Murray E. Brasseux

Rebecca G. Followill

James T. Hackett

William C. Montgomery

John R. Rutherford

Harry P. Weitzel

Notwithstanding anything to the contrary set forth in any previous filings under the Securities Act, as amended, or the Securities Exchange Act, as amended, that incorporate future filings, including this annual report, in whole or in part, the foregoing Compensation Committee Report shall not be incorporated by reference into any such filings.

Compensation Committee Interlocks and Insider Participation

None of the directors or executive officers of Enterprise GP served as members of the compensation committee of another entity that has or had an executive officer who served as a member of our Board during the year ended December 31, 2023. As previously noted, we do not have a separate compensation committee. As described in Compensation Discussion and Analysis, decisions regarding the compensation of our named executive officers with respect to 2023 were made, as applicable, by EPCO and Enterprise GP’s Co-CEOs and the IPA Subcommittee.

Clawback Policy

During fiscal year 2023, the Board adopted a Policy on Recoupment of Incentive Compensation (the “Clawback Policy”) in compliance with SEC rules and NYSE listing standards. Under the Clawback Policy, we are required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers, including the named executive officers, in the event of an accounting restatement.

Pay Ratio Disclosure

The median of the total annual compensation of all employees of EPCO, other than our Co-CEOs, was $131,668 for the year ended December 31, 2023 (the “fiscal 2023 median total annual compensation”). Mr. Teague and Mr. Fowler served as Co-CEOs of Enterprise GP during the year ended December 31, 2023. Mr. Teague’s fiscal 2023 annual total compensation was $13,966,539 and Mr. Fowler’s fiscal 2023 annual total compensation allocated to us was $14,215,988. The ratio of the fiscal 2023 median total annual compensation to Mr. Teague’s fiscal 2023 annual total compensation was 106:1. The ratio of the fiscal 2023 median total annual compensation to Mr. Fowler’s fiscal 2023 annual total compensation was 108:1.

The fiscal 2023 median total annual compensation was determined as follows:

Director Compensation

For the year ended December 31, 2023, each of the independent voting directors of Enterprise GP received the following compensation:

The compensation program for independent voting directors for 2024 is expected to be the same as 2023.

We bear all costs attributable to the compensation of independent voting directors of Enterprise GP. The following table summarizes compensation paid to these directors in 2023:

Each of Mr. Smith and Mr. Snell received $150,000 in cash for his services as an advisory director in 2023. Mr. Smith passed away during the fourth quarter of 2023. Mr. Andras received $20,000 in cash for his services as an honorary director in 2023. Neither we nor Enterprise GP provide additional compensation to employees of EPCO for their services as voting directors of Enterprise GP. The employees of EPCO who served as voting directors of Enterprise GP in 2023 were Ms. Duncan Williams and Messrs. Bachmann, Teague, Fowler and Weitzel.