Skip to main content

MARTIN MIDSTREAM PARTNERS LP

For the period ended Dec 31, 2023. Filed Feb 21, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 21, 2024

MMLP$2.08+2.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 11. Executive Compensation

Compensation Discussion and Analysis

Background

We are required to provide information regarding the compensation program in place as of December 31, 2023, for the CEO, CFO and the three other most highly-compensated executive officers of our general partner as reflected in the summary compensation table set forth below (the "Named Executive Officers"). This section should be read in conjunction with the detailed tables and narrative descriptions regarding compensation below.

We are a master limited partnership and have no employees. We are managed by the executive officers of our general partner. These executive officers are employed by Martin Resource Management Corporation, a private corporation that has significant operations that are separate from ours. With the exception of our President and Chief Executive Officer, the executive officers of our general partner are also the executive officers of Martin Resource Management Corporation and devote significant time to the management of Martin Resource Management Corporation’s operations. We reimburse Martin Resource Management Corporation for a portion of the indirect general and administrative expenses, including compensation expense relating to the service of these individuals that are allocated to us pursuant to the Omnibus Agreement. Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses. For the years ended December 31, 2023, 2022 and 2021 the board of directors of our general partner approved reimbursement amounts of $14.0 million, $13.5 million and $14.4 million, respectively, reflecting our allocable share of such expenses. Please see "Item 13. Certain Relationships and Related Transactions, and Director Independence — Agreements — Omnibus Agreement" for a discussion of the Omnibus Agreement.

Compensation Objectives

As we do not directly compensate the executive officers of our general partner, we do not have any set compensation programs. The elements of Martin Resource Management Corporation’s compensation program discussed below, along with Martin Resource Management Corporation’s other rewards, are intended to provide a total rewards package designed to yield competitive total cash compensation, drive performance and reward contributions in support of the businesses of Martin Resource Management Corporation and other Martin Resource Management Corporation affiliates, including us, for which the Named Executive Officers perform services. Although we bear an allocated portion of Martin Resource Management Corporation’s costs of providing compensation and benefits to the Named Executive Officers, we do not have control over such costs and do not establish or direct the compensation policies or practices of Martin Resource Management Corporation. During 2023, Martin Resource Management Corporation paid compensation based on the performance of Martin Resource Management Corporation but did not set any specific performance-based criteria and did not have any other specific performance-based objectives.

Elements of Compensation

Martin Resource Management Corporation’s executive officer compensation package includes a combination of annual cash, long-term incentive compensation and other compensation. Elements of compensation which the Named Executive Officers may be eligible to receive from Martin Resource Management Corporation consist of the following: (1) annual base salary; (2) discretionary annual cash awards; (3) awards pursuant to the Martin Midstream Partners L.P. 2021 Phantom Unit Plan, Martin Midstream Partners L.P. 2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans and (4) where appropriate, other compensation, including limited perquisites.

Annual Base Salary. Base salary is intended to provide fixed compensation to the Named Executive Officers for their performance of core duties with respect to Martin Resource Management Corporation and its affiliates, including us, and to compensate for experience levels, scope of responsibility and future potential. Base salaries are not intended to compensate individuals for extraordinary performance or for above average company performance. The base salaries of the Named Executive Officers are generally reviewed on an annual basis, as well as at the time of promotion and other changes in responsibilities or market conditions.

Discretionary Annual Cash Awards. In addition to the annual base salary, the Named Executive Officers may be eligible to receive discretionary annual cash awards that, if awarded, are paid in a lump sum in the quarter following the end of the fiscal year. These cash awards are designed to provide the Named Executive Officers with competitive incentives to help drive performance and promote achievement of Martin Resource Management Corporation’s business objectives. Named

Executive Officers may also be eligible to receive a cash award based upon their services provided to us in the event that any such Named Executive Officer has devoted a significant amount of their time to working for us. Any such award is determined in accordance with the same methodologies as the discretionary annual cash awards for Martin Resource Management Corporation, as described below.

Employee Benefit Plan Awards. The Named Executive Officers may be eligible to receive awards pursuant to the Martin Midstream Partners L.P. Phantom Unit Plan, Martin Midstream Partners L.P. 2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans. These employee benefit plan awards are designed to reward the performance of the Named Executive Officers by providing annual incentive opportunities tied to the annual performance of Martin Resource Management Corporation. In particular, these awards are provided to the Named Executive Officers in order to provide competitive incentives to these executives who can significantly impact performance and promote achievement of the business objectives of Martin Resource Management Corporation.

Other Compensation. Martin Resource Management Corporation generally does not pay for perquisites for any of the Named Executive Officers, other than general recreational activities at certain Martin Resource Management Corporation’s properties and use of Martin Resource Management Corporation vehicles. No perquisites are paid for services rendered to us. Martin Resource Management Corporation provides an executive life insurance policy and long-term disability policy for the Named Executive Officers with the annual premiums being paid by Martin Resource Management Corporation. Martin Resource Management Corporation does not provide any greater allocation toward employee health insurance premiums than is provided for all other employees covered on the health benefits plan.

Compensation Methodology

The compensation policies and philosophy of Martin Resource Management Corporation govern the types and amount of compensation granted to each of the Named Executive Officers. The board of directors of our general partner has responsibility for evaluating and determining the reasonableness of the total amount we are charged under the Omnibus Agreement for managerial, administrative and operational support, including compensation of the Named Executive Officers, provided by Martin Resource Management Corporation.

Our allocation for the costs incurred by Martin Resource Management Corporation in providing compensation and benefits to its employees who serve as the Named Executive Officers is governed by the Omnibus Agreement. In general, this allocation is based upon estimates of the relative amounts of time that these employees devote to the business and affairs of our general partner and to the business and affairs of Martin Resource Management Corporation.

When setting compensation for the Named Executive Officers, the elements of compensation above are considered holistically to provide an appropriate combination of compensation. Annual base salaries for the Named Executive Officers, other than our President and Chief Executive Officer, are determined by the Management Compensation Committee of Martin Resource Management Corporation comprised of its Chief Executive Officer, Mr. Ruben Martin, Chief Operating Officer, Mr. Randall Tauscher, and Vice President-Human Resources, Mrs. Melanie Mathews (collectively, the "Management Compensation Committee of Martin Resource Management Corporation") based on a periodic performance review of each Named Executive Officer.

The Compensation Committee of our board of directors is responsible for setting the compensation of our President and Chief Executive Officer. This includes determining the base salary, bonus compensation, long-term incentive compensation and other compensation of our President and Chief Executive Officer. The Compensation Committee's responsibility for the development of the compensation objectives and methodology applicable to the President and Chief Executive Officer are based on objectives, elements and methodologies discussed herein.

Except in the case of an exceptional amount of time devoted to us, discretionary annual cash awards are based on the performance of Martin Resource Management Corporation. Annual discretionary cash awards, if any, are calculated first by allocating a portion of Martin Resource Management Corporation’s earnings as determined by the Management Compensation Committee of Martin Resource Management Corporation for distribution to key employees of Martin Resource Management Corporation. Upon such allocation, the Management Compensation Committee of Martin Resource Management Corporation, with input from appropriate business leaders determines the allocation and distribution of the bonus pool among such employees, including the Named Executive Officers. All decisions of the Management Compensation Committee of Martin Resource Management Corporation concerning the compensation of the Named Executive Officers are reviewed and approved by the Compensation Committee of the Board of Directors of Martin Resource Management Corporation, which is made up of Mr. Cullen M. Godfrey, an independent director of Martin Resource Management Corporation, and Mr. Ruben Martin. With respect to employee benefit plan awards pursuant to plans maintained by the Partnership, the Management Compensation

Committee of Martin Resource Management Corporation makes a recommendation as to whether such awards should be awarded to any employees. Any such employee plan awards are then considered and must be approved by the Compensation Committee and then are distributed to the employees, including Named Executive Officers, accordingly. Further, Martin Resource Management Corporation, with the approval of the Compensation Committee of the Board of Directors of Martin Resource Management Corporation or the Compensation Committee regularly reviews market data and relevant compensation surveys when setting base compensation and, when appropriate, engages compensation consultants. Because he serves on both the Management Compensation Committee of Martin Resource Management Corporation and on the Compensation Committee of the Board of Directors of Martin Resource Management Corporation, Mr. Martin, as Chief Executive Officer of Martin Resource Management Corporation, has significant authority in setting base salaries, discretionary annual cash award allocations and amounts and employee benefit award distributions.

Any awards granted to the independent directors and employees of our general partner under our long-term incentive plans are described in Item 8, Note 16, "Unit Based Awards - Long-Term Incentive Plans," and are approved by the Compensation Committee.

Determination of 2023 Compensation Amounts

During 2023, elements of all compensation paid to the Named Executive Officers by Martin Resource Management Corporation consisted of the following: (1) annual base salary; (2) discretionary annual cash awards; (3) awards pursuant to the Martin Midstream Partners L.P. 2021 Phantom Unit Plan or Martin Midstream Partners L.P. 2017 Restricted Unit Plan; (4) other Martin Resource Management Corporation employee benefit plans; and (5) other compensation, including limited perquisites. With respect to the Named Executive Officers, they were paid an allocated portion of their base salaries.

Annual Base Salary. The portions of the annual base salaries paid by Martin Resource Management Corporation to the Named Executive Officers, which are allocable to us under our Omnibus Agreement with Martin Resource Management Corporation, are reflected in the summary compensation table below. Based upon the agreement of our general partner with Martin Resource Management Corporation, we have reimbursed Martin Resource Management Corporation for approximately 75.7% of the aggregate annual base salaries paid to the Named Executive Officers by Martin Resource Management Corporation during 2023. The foregoing agreement has been developed based on an assessment of the estimated percentage of the time spent by the Named Executive Officers managing our affairs, relative to the affairs of Martin Resource Management Corporation ranging from approximately 60% to 100%. During 2023, our Named Executive Officers were Mr. Robert D. Bondurant, the President and Chief Executive Officer of our general partner, Ms. Sharon L. Taylor, an Executive Vice President and Chief Financial Officer of our general partner, Mr. Randall Tauscher, an Executive Vice President and Chief Operating Officer of our general partner, Mr. Chris Booth, the Executive Vice President, General Counsel and Secretary of our general partner, and Mr. Scot A. Shoup, Senior Vice President of Operations.

Discretionary Annual Cash Awards. Discretionary annual cash awards paid to the Named Executive Officers which are allocable to us are reflected in the summary compensation table below.

Martin Midstream Partners L.P. Long-Term Incentive Plans

Phantom Unit Plan

On July 21, 2021, the board of directors of the general partner of the Partnership and the Compensation Committee approved the Martin Midstream Partners L.P. 2021 Phantom Unit Plan (the “Plan”), effective as of the same date. The Plan permits the awards of phantom units and phantom unit appreciation rights (collectively, "phantom unit awards") to any employee or non-employee director of the Partnership, including its executive officers. The awards may be time-based or performance-based and will be paid, if at all, in cash.

The award of a phantom unit entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership on such vesting date or dates. The award of a phantom unit appreciation right entitles the recipient to a cash payment equal to the difference between the value of a phantom unit on the vesting date or dates in excess of the value assigned by the Compensation Committee to the phantom unit as of the grant date. Phantom units and phantom unit appreciation rights granted to participants do not confer upon participants any right to a common unit.

On July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date. The grant date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a common unit during the 20 trading days immediately preceding the grant date of the award.

Generally, vesting of an award is subject to a participant remaining continuously employed with the Partnership through the vesting date. However, if prior to the vesting date: (i) a participant is terminated without cause (as defined in the award agreement) or terminates employment after the participant has attained both the age of 65 and ten years of employment (“retirement-eligible”), a prorated portion of the award will vest and be paid in cash no later than the 30 th day following such termination date (subject to a six-month delay in payment for certain retirement-eligible participants); or (ii) there is a change in control of the Partnership (as defined in the Plan), the award will vest in full and be paid in cash no later than the 30 th day following the date of the change of control; provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.

Restricted Unit Plan

On May 26, 2017, the unitholders of the Partnership approved the Martin Midstream Partners L.P. 2017 Restricted Unit Plan (the "2017 LTIP"). The plan currently permits the grant of awards covering an aggregate of 3,000,000 common units, all of which can be awarded in the form of restricted units. The plan is administered by the Compensation Committee of our general partner’s board of directors. The purpose of the 2017 LTIP is designed to enhance our ability to attract, retain, reward and motivate the services of certain key employees, officers, and directors of the general partner and Martin Resource Management Corporation.

Our general partner’s board of directors or the Compensation Committee, in their discretion, may terminate or amend the 2017 LTIP at any time with respect to any units for which a grant has not yet been made. Our general partner’s board of directors or the Compensation Committee also have the right to alter or amend the 2017 LTIP or any part of the plan from time to time, including increasing the number of units that may be reserved for issuance under the plan subject to any applicable unitholder approval. However, no change in any outstanding grant may be made that would materially impair the rights of the participant without the consent of the participant. In addition, the restricted units will vest upon a change of control of us, our general partner or Martin Resource Management Corporation or if our general partner ceases to be an affiliate of Martin Resource Management Corporation.

Restricted Units. A restricted unit is a unit that is granted to grantees with certain vesting restrictions, which may be time-based and/or performance-based. Once these restrictions lapse, the grantee is entitled to full ownership of the unit without restrictions. The Compensation Committee may determine to make grants under the plan containing such terms as the Compensation Committee shall determine under the plan. With respect to time-based restricted units ("TBRUs"), the Compensation Committee will determine the time period over which restricted units granted to employees and directors will vest. The Compensation Committee may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-established performance targets ("PBRUs"). The performance targets may include, but are not limited to, the following: revenue and income measures, cash flow measures, EBIT, EBITDA, distribution coverage metrics, expense measures, liquidity measures, market measures, corporate sustainability metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives. PBRUs are earned only upon our achievement of an objective performance measure for the performance period. PBRUs which vest are payable in common units. The Compensation Committee believes this type of incentive award strengthens the tie between each grantee's pay and our financial performance. We intend the issuance of the common units upon vesting of the restricted units under the plan to serve as a means of incentive compensation for performance and not primarily as an opportunity to participate in the equity appreciation of the common units. Therefore, plan participants will not pay any consideration for the common units they receive, and we will receive no remuneration for the units. Unvested units granted under the 2017 LTIP may or may not participate in cash distributions depending on the terms of each individual award agreement.

If a grantee’s service to the Partnership terminates for any reason, the grantee’s restricted units will be automatically forfeited unless, and to the extent, the Compensation Committee provides otherwise. Common units to be delivered upon the vesting of restricted units may be common units acquired by our general partner in the open market, common units already owned by our general partner, common units acquired by our general partner directly from us or any affiliate of our general partner, newly issued common units under the 2017 LTIP, or any combination of the foregoing. Our general partner will be entitled to reimbursement by us for the cost incurred in acquiring common units. If we issue new common units upon vesting of the restricted units, the total number of common units outstanding will increase.

Clawback Policy

We recently adopted a compensation recovery or “clawback” policy in accordance with applicable Nasdaq listing rules, a copy of which is filed as an exhibit to this Annual Report on Form 10-K. It is generally our policy that our general partner will recoup any incentive compensation erroneously awarded to any current or former executive officers due to material noncompliance with any financial reporting requirement under applicable securities laws during the three completed fiscal years immediately preceding the date our general partner determines that an accounting restatement is required. Such recoupment would be undertaken by our general partner whether or not the executive’s actions contributed to the accounting restatement.

Martin Resource Management Corporation Employee Benefit Plans

Martin Resource Management Corporation has employee benefit plans for its employees who perform services for us. The following summary of these plans is not complete but outlines the material provisions of these plans.

Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners L.P. Martin Resource Management Corporation maintains a purchase plan for our units to provide employees of Martin Resource Management Corporation and its affiliates who perform services for us the opportunity to acquire an equity interest in us through the purchase of our common units. Each individual employed by Martin Resource Management Corporation or an affiliate of Martin Resource Management Corporation that provides services to us is eligible to participate in the purchase plan. Enrollment in the purchase plan by an eligible employee will constitute a grant by Martin Resource Management Corporation to the employee of the right to purchase common units under the purchase plan. The right to purchase common units granted by the Partnership under the purchase plan is for the term of a purchase period.

During each purchase period, each participating employee may elect to make contributions to his bookkeeping account each pay period in an amount not less than one percent of his compensation and not more than fifteen percent of his compensation. The rate of contribution shall be designated by the employee at the time of enrollment. On each purchase date (the last day of such purchase period), units will be purchased for each participating employee at the fair market value of such units. The fair market value of the common units to be purchased during such purchase period shall mean the closing sales price of a unit on the purchase date.

Martin Resource Management Corporation Employee Stock Ownership Plans

MRMC ESOP Trust ("ESOP"). Martin Resource Management Corporation maintains an employee stock ownership plan that covers employees who satisfy certain minimum age and service requirements. Under the terms of the ESOP, Martin Resource Management Corporation has the discretion to make contributions in an amount determined by its board of directors. Those contributions are allocated under the terms of the ESOP and invested primarily in the common stock of Martin Resource Management Corporation. Participants in the ESOP become 100% vested upon completing six years of vesting service or upon their attainment of Normal Retirement Age (as defined in the plan document), permanent disability or death during employment. Any forfeitures of non-vested accounts may be used to pay administrative expenses and restore previous forfeitures of employees rehired before incurring five consecutive breaks-in-service. Any remaining forfeitures will be allocated to the accounts of employed participants. Participants are not permitted to make contributions including rollover contributions to the ESOP.

Martin Employee's Stock Profit Sharing Trust (the "SPS Plan"). Martin Resource Management Corporation maintains an employee stock ownership plan that covers employees who satisfied certain minimum age and service requirements but no employee shall become eligible to participate in the Plan on or after January 1, 2013. This SPS Plan is referred to as the "Martin Employee Stock Ownership Plan". Under the terms of the SPS Plan, Martin Resource Management Corporation has the discretion to make contributions in an amount determined by its board of directors. Those contributions are allocated under the terms of the SPS Plan and invested primarily in the common stock of Martin Resource Management Corporation. No contributions will be made to the SPS Plan for any plan year commencing on or after January 1, 2013. The account balances of any participant who was employed by Martin Resource Management Corporation on December 31, 2012 are fully vested and non-forfeitable. The SPS Plan converted to an employee stock ownership plan on January 1, 2013.

Martin Resource Management Corporation 401(k) Profit Sharing Plan. Martin Resource Management Corporation maintains a profit sharing plan that covers employees who satisfy certain minimum age and service requirements. This profit sharing plan is referred to as the "401(k) Plan." Eligible employees may elect to participate in the 401(k) Plan by electing pre-tax contributions up to 30% of their regular compensation. Martin Resource Management Corporation may make annual discretionary profit sharing contributions in an amount at the plan year end as determined by the board of directors of Martin Resource Management Corporation. Participants in the 401(k) Plan prior to January 1, 2017 are 100% vested in matching contributions, while those employed after January 1, 2017 become vested upon completion of the five years of vesting service schedule or upon their attainment of age 65, permanent disability or death during employment. The five-year vesting service schedule is also applicable to discretionary contributions made to the plan.

Martin Resource Management Corporation Non-Qualified Option Plan. In September 1999, Martin Resource Management Corporation adopted a stock option plan designed to retain and attract qualified management personnel, directors and consultants. Under the plan, Martin Resource Management Corporation is authorized to issue to qualifying parties from time to time options to purchase up to 2,000 shares of its common stock with terms not to exceed ten years from the date of grant and at exercise prices generally not less than fair market value on the date of grant. In November 2007, Martin Resource Management Corporation adopted an additional stock option plan designed to retain and attract qualified management personnel, directors and consultants. In December 2013, all outstanding options were exercised or redeemed in lieu of redemption. There are no outstanding options under this plan as of December 31, 2023.

Other Compensation

Martin Resource Management Corporation generally does not pay for perquisites for any of our Named Executive Officers other than general recreational activities at certain Martin Resource Management Corporation’s properties located in Texas and use of Martin Resource Management Corporation vehicles, including aircraft.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation expense that was allocated to us for the services of the Named Executive Officers for the years ended December 31, 2023, 2022 and 2021.

Name and Principal PositionYearSalaryDiscretionary Annual AwardsPhantom Unit Awards (Grant Date Value) (a)Total Compensation
Robert D. Bondurant, President and Chief Executive Officer2023$598,000$775,000$267,925$1,640,925
2022$575,000$775,000$243,250$1,593,250
2021$575,000$700,000$139,600$1,414,600
Randall L. Tauscher, Executive Vice President and Chief Operating Officer2023$354,250$—$229,650$583,900
2022$367,500$—$217,000$584,500
2021$336,000$—$136,600$472,600
Sharon L. Taylor, Executive Vice President and Chief Financial Officer2023$224,250$—$199,030$423,280
2022$189,000$—$185,500$374,500
2021$165,000$—$131,200$296,200
Chris H. Booth, Executive Vice President, General Counsel and Secretary2023$261,000$—$199,030$460,030
2022$252,000$—$185,500$437,500
2021$231,000$—$133,600$364,600
Scot A. Shoup, Senior Vice President of Operations2023$317,600$—$76,550$394,150
2022$365,750$—$92,750$458,500
2021$353,400$—$65,600$419,000

(a) On each of July 19, 2023, April 20, 2022 and July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date, or July 19, 2026, July 21, 2025 and July 21, 2024, respectively. The grant date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a common unit during the 20 trading days immediately preceding the grant date of the award.

GRANTS OF PLAN-BASED AWARDS

Name and Award Type · Grant Date · All Other Stock Awards: Number of Shares of Stock or Units (#) (a) · All Other Option Awards: Number of Securities Under-lying Options (#)(b) · Exercise or Base Price of Option Awards ($/Unit) · Grant Date Fair Value of Stock and Option Awards ($) (c)
Robert D. Bondurant
Phantom Units07/19/2023122,500—$265,825
Phantom Unit Appreciation Rights07/19/202352,500$2.13$2,100
Randall L. Tauscher
Phantom Units07/19/2023105,000—$227,850
Phantom Unit Appreciation Rights07/19/202345,000$2.13$1,800
Sharon L. Taylor
Phantom Units07/19/202391,000—$197,470
Phantom Unit Appreciation Rights07/19/202339,000$2.13$1,560
Chris H. Booth
Phantom Units07/19/202391,000—$197,470
Phantom Unit Appreciation Rights07/19/202339,000$2.13$1,560
Scot A. Shoup
Phantom Units07/19/202335,000—$75,950
Phantom Unit Appreciation Rights07/19/202315,000$2.13$600

(a) This column includes the number of time-based phantom units granted to our named executive officers in 2023. These awards vest in full on July 19, 2026.

(b) This column includes the number of time-based phantom unit appreciation rights granted to our named executive officers in 2023. These awards vest in full on July 19, 2026.

(c) Amounts in this column reflect the grant date fair value of time-based phantom units and phantom unit appreciation rights granted to our named executive officers in 2023 and are determined in accordance with FASB ASC Topic 718. The grant date fair value of the phantom units is $2.17 and the grant date fair value of the phantom unit appreciation rights is $0.04.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

Option Awards · Unit Awards
Name and Award Type · Number of Securities Underlying Unexercised Options (#) Exercisable · Number of Securities Underlying Unexercised Options Unexercisable (a) · Option Exercise Price ($) · Option Expiration Date · Number of Shares or Units of Stock That Have Not Vested (#)(a) · Market Value of Shares or Units of Stock That Have Not Vested ($)(b)
Robert D. Bondurant
Phantom Units - 2021 Award————40,000$106,400
Phantom Units - 2022 Award————20,000$60,000
Phantom Units - 2023 Award————122,500$294,000
Phantom Unit Appreciation Rights - 2021 Award—150,000$2.92N/A—
Phantom Unit Appreciation Rights - 2022 Award—125,000$4.55N/A—
Phantom Unit Appreciation Rights - 2023 Award—52,500$2.13N/A—$14,175
Randall L. Tauscher
Phantom Units - 2021 Award————40,000$106,400
Phantom Units - 2022 Award————20,000$60,000
Phantom Units - 2023 Award————105,000$252,000
Phantom Unit Appreciation Rights - 2021 Award—125,000$2.92N/A—
Phantom Unit Appreciation Rights - 2022 Award—100,000$4.55N/A—
Phantom Unit Appreciation Rights - 2023 Award—45,000$2.13N/A—$12,150
Sharon L. Taylor
Phantom Units - 2021 Award————40,000$106,400
Phantom Units - 2022 Award————20,000$60,000
Phantom Units - 2023 Award————91,000$218,400
Phantom Unit Appreciation Rights - 2021 Award—80,000$2.92N/A—
Phantom Unit Appreciation Rights - 2022 Award—70,000$4.55N/A—
Phantom Unit Appreciation Rights - 2023 Award—39,000$2.13N/A—$10,530
Chris H. Booth
Phantom Units - 2021 Award————40,000$106,400
Phantom Units - 2022 Award————20,000$60,000
Phantom Units - 2023 Award————91,000$218,400
Phantom Unit Appreciation Rights - 2021 Award—100,000$2.92N/A—
Phantom Unit Appreciation Rights - 2022 Award—70,000$4.55N/A—
Phantom Unit Appreciation Rights - 2023 Award—39,000$2.13N/A—$10,530
Scot A. Shoup
Phantom Units - 2021 Award————20,000$53,200
Phantom Units - 2022 Award————10,000$30,000
Phantom Units - 2023 Award————35,000$84,000
Phantom Unit Appreciation Rights - 2021 Award—40,000$2.92N/A—
Phantom Unit Appreciation Rights - 2022 Award—35,000$4.55N/A—
Phantom Unit Appreciation Rights - 2023 Award—15,000$2.13N/A—$4,050

(a) The 2021 Award vests in full on July 21, 2024, the 2022 Award vests in full on July 21, 2025, and the 2023 Award vests in full on July 19, 2026.

(b) The market value of unvested phantom units is calculated by multiplying the number of unvested phantom units held by the NEOs by the closing price of our common stock on December 31, 2023, 2022 and 2021, which was $2.40, $3.00 and $2.66, respectively. Because our closing stock price on December 31, 2023 was less than the strike price of the phantom unit appreciation rights 2021 and 2022 awards, a $0 market value was included for the unvested phantom unit appreciation rights.

EQUITY VESTED TABLE FOR THE YEAR ENDED DECEMBER 31, 2023

Restricted Unit Plan
Unit Awards (a)
NameNumber of Common Units Acquired on VestingValue Realized on Vesting
Robert D. Bondurant—$—
Randall L. Tauscher—$—
Sharon L. Taylor—$—
Chris H. Booth—$—
Scot A. Shoup—$—

(a) As of December 31, 2023, there were no outstanding awards under the 2017 LTIP for the Named Executive Officers.

Director Compensation

As a partnership, we are managed by our general partner. The board of directors of our general partner performs for us the functions of a board of directors of a business corporation. Directors of our general partner are entitled to receive total quarterly retainer fees of $25,000 each. Effective January 1, 2024, directors of our general partner are entitled to receive quarterly retainer fees of $27,500 each. Martin Resource Management Corporation employees who are a member of the board of directors of our general partner do not receive any additional compensation for serving in such capacity. Officers of our general partner who also serve as directors will not receive additional compensation. All directors of our general partner are entitled to reimbursement for their reasonable out-of-pocket expenses in connection with their travel to and from, and attendance at, meetings of the board of directors or committees thereof. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Delaware law.

The following table sets forth the compensation of our board members for the period from January 1, 2023 through December 31, 2023.

NameFees Earned Paid inCashStockAwards (a)Total
Ruben S. Martin$—$—$—
Robert D. Bondurant$—$—$—
C. Scott Massey (b)$100,000$59,999$159,999
Byron R. Kelley (b)$100,000$59,999$159,999
James M. Collingsworth (b)$100,000$59,999$159,999

(a) The amounts shown represent the grant date fair value of awards computed in accordance with FASB ASC 718, however, such awards are subject to vesting requirements for TBRUs and PBRUs which have not been met as it relates to the 2018 stock award. See Note 16 included in Item 8 herein for the assumptions made in our valuation of such awards.

(b) In February 2023, the Partnership issued 21,352 TBRUs to each of the Partnership's three independent directors, C. Scott Massey, Byron R. Kelley, and James M. Collingsworth under the 2017 LTIP. These restricted common units vest in equal installments of 5,338 units on January 24, 2024, 2025, 2026, and 2027. In calculating the fair value of the award, we multiplied the closing price of our common units on the NASDAQ on the date of grant by the number of restricted common units granted to each director.

COMPENSATION REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the general partner of Martin Midstream Partners L.P. has reviewed and discussed the Compensation Discussion and Analysis section of this report with management of the general partner of Martin Midstream Partners L.P. and, based on that review and discussions, has recommended that the Compensation Discussion and Analysis be included in this report.

Members of the Compensation Committee:

/s/ James M. Collingsworth

James M. Collingsworth, Committee Chair

/s/ Byron R. Kelley

Byron R. Kelley

/s/ C. Scott Massey

C. Scott Massey

Compensation Committee Interlocks and Insider Participation

Other than these independent directors, no other officer or employee of our general partner or its subsidiaries is a member of the Compensation Committee. Employees of Martin Resource Management Corporation, through our general partner, are the individuals who work on our matters.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.