NGL Energy Partners LP

Compensation Discussion and Analysis

The year “2024” in the Compensation Discussion and Analysis and the summary compensation table refers to our fiscal year ended March 31, 2024.

Introduction

The board of directors of our GP has responsibility and authority for compensation-related decisions for our executive officers. The board of directors of our GP has formed a compensation committee to develop our compensation program and to approve the compensation of the Chief Executive Officer and other officers. Our executive officers are also officers of our operating companies. While we reimburse our GP and its affiliates for all expenses they incur on our behalf, our executive officers do not receive any additional compensation for the services they provide to our GP.

Our “named executive officers” for fiscal year 2024 were:

•H. Michael Krimbill–Chief Executive Officer

•Bradley P. Cooper–Executive Vice President and Chief Financial Officer

•Lawrence J. Thuillier–Chief Accounting Officer

•Kurston P. McMurray–Executive Vice President and General Counsel and Secretary

•Jennifer L. Kingham–Executive Vice President and Chief Information Officer

Compensation Philosophy

Our compensation philosophy emphasizes pay-for-performance, focused primarily on the ability to reinstate sustainable quarterly distributions to our unitholders. Pay-for-performance is based on a combination of our performance and the individual executive officer’s contribution to our performance. We believe this pay-for-performance approach generally aligns the interests of our executive officers with the interests of our unitholders, and at the same time enables us to maintain a lower level of cash compensation expense in the event our operating and financial performance do not meet our expectations.

Our executive compensation program is designed to provide a total compensation package that allows us to:

•Attract and retain individuals with the background and skills necessary to successfully execute our business strategies;

•Motivate those individuals to reach short-term and long-term goals in a way that aligns their interests with the interests of our unitholders; and

•Reward success in reaching those goals.

Factors Enhancing Alignment with Unitholder Interests

•At risk incentive compensation based on annual financial performance;

•No excise tax gross-ups; and

•Compensation committee engages an independent compensation adviser.

Compensation Setting Process

Our compensation program for our named executive officers supports our philosophy of pay-for-performance.

•Role of Management: Our Chief Executive Officer provides periodic recommendations to the compensation committee and the board of directors of our GP regarding the compensation of our named executive officers, other than his own.

•Role of the Compensation Committee’s Consultant: In carrying out its responsibilities for establishing, implementing and monitoring the effectiveness of our executive compensation philosophy, plans and programs, our compensation committee has the authority to engage outside experts to assist in its deliberations, including the receipt of market salary information for certain executive and senior vice president positions or assistance in the design of compensation programs.

Elements of Executive Compensation

As part of our pay-for-performance approach to executive compensation, the compensation of our executive officers includes a significant component of incentive compensation based on our performance. The following table summarizes the primary elements of compensation in our executive compensation program:

Base Salary

The compensation committee periodically reviews the base salaries of our named executive officers and may recommend adjustments as necessary. We do not make automatic annual adjustments to base salary.

Our named executive officers are entitled to the following annual base salaries:

(1) Mr. Krimbill’s and Mr. Thuillier’s base salary rate became effective on March 26, 2023. Mr. Cooper’s base salary rate became effective on his promotion to Executive Vice President and Chief Financial Officer on January 13, 2023. Mr. McMurray’s base salary rate was effective April 1, 2022.

(2) Base salary rates became effective on March 24, 2024. Ms. Kingham’s salary increased from $390,000.

Discretionary Cash Bonus Awards

None of the named executive officers is subject to a formal cash bonus plan, and any cash bonuses are at the discretion of the compensation committee of the board of directors of our GP. During fiscal year 2024, cash bonuses of $2.0 million, $0.6 million, $0.5 million, $0.3 million and $0.3 million were paid to Mr. Krimbill, Mr. Cooper, Mr. McMurray, Mr. Thuillier and Ms. Kingham, respectively.

Long-Term Equity Incentive Awards

The Partnership previously adopted a long-term incentive plan (“LTIP”), which allowed for the issuance of equity-based compensation. The LTIP expired with respect to future awards on May 10, 2021. All outstanding restricted units granted prior to the LTIP expiring (“Service Awards”) in the below table vested on November 15, 2023.

The following table summarizes Service Awards activity during fiscal year 2024 with respect to the named executive officers:

Severance and Change in Control Benefits

We do not provide any severance or change of control benefits to our named executive officers, other than to Mr. McMurray and Ms. Kingham, who are entitled to receive severance benefits pursuant to their employment agreement in the event of certain terminations of their employment (as described below after the “Summary Compensation Table” under the heading, “Employment Agreements with Mr. McMurray and Ms. Kingham”).

401(k) Plan

We have established a defined contribution 401(k) plan to assist our eligible employees in saving for retirement on a tax-deferred basis. The 401(k) plan permits all eligible employees, including our named executive officers, to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. For every dollar that employees contribute up to 4% of their eligible compensation (as defined in the plan), we contribute one dollar, plus 50 cents for every dollar employees contribute between 4% and 6% of their eligible compensation (as defined in the plan). Our matching contributions vest over an employee’s first two years of employment, subject to a participant’s continued service.

Other Benefits

We do not maintain a defined benefit or pension plan for our executive officers, because we believe such plans primarily reward longevity rather than performance. We offer a benefits package available to substantially all full-time employees, which includes a 401(k) plan and medical, dental, vision, disability and life insurance.

Other Officers

Certain officers who have leadership roles within our individual business segments, but who are not executive officers, participate in formulaic bonus programs that are based on the performance of the individual business segments with which they are involved. In most cases, similar programs were in place prior to our acquisition of the businesses, and we have left the programs substantially intact.

Employment Agreements

We do not have employment agreements with any of our named executive officers, other than Mr. McMurray and Ms. Kingham (as described below after the “Summary Compensation Table” under the heading, “Employment Agreements with Mr. McMurray and Ms. Kingham”).

Deductibility of Compensation

We believe that the compensation paid to the named executive officers is generally fully deductible for federal income tax purposes. We are a limited partnership and do not meet the definition of a “corporation” subject to deduction limitations under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Compensation Committee Report

The compensation committee of the board of directors of our GP has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on this review and discussion, the compensation committee recommended to the board of directors of our GP that the Compensation Discussion and Analysis be included in this Annual Report.

Members of the Compensation Committee:

Bryan K. Guderian (Chairman)

James M. Collingsworth

Derek S. Reiners

Relation of Compensation Policies and Practices to Risk Management

Our compensation arrangements contain a number of design elements that serve to minimize the incentive for taking excessive or inappropriate risk to achieve short-term, unsustainable results. This includes using restricted unit grants as a significant element of executive compensation, as the restricted units are designed to reward the executive officers based on the long-term performance of the Partnership. In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2024, James M. Collingsworth, Bryan K. Guderian and Derek S. Reiners served on the compensation committee. None of these individuals is an employee or an officer of our GP.

Summary Compensation Table

The following table summarizes the compensation earned by our named executive officers for fiscal years 2022 through 2024.

(1) The fair values of the restricted units shown in the table above were calculated in accordance with FASB Accounting Standards Codification Topic 718, Stock Compensation.

(2) The amounts in this column primarily represent matching contributions to our 401(k) plan.

(3) Mr. Cooper became Executive Vice President and Chief Financial Officer effective January 13, 2023, and thus was not a named executive officer prior to fiscal year 2023.

(4) Ms. Kingham was not a named executive officer prior to fiscal year 2024.

Employment Agreements with Mr. McMurray and Ms. Kingham

Mr. McMurray and Ms. Kingham are party to employment agreements with the Partnership, dated March 10, 2017. The agreements have a term of five years from the effective date, subject to automatic renewals for one-year periods thereafter unless either party provides 60 days’ notice of non-renewal of the term. The agreements were renewed by their terms as of March 10, 2024. The agreements provide that Mr. McMurray and Ms. Kingham will receive a base salary of no less than $250,000 per year. Mr. McMurray will be eligible to receive an annual bonus with respect to each fiscal year of the Partnership at a target of 100% of his base salary, while Ms. Kingham will be eligible to receive an annual bonus with respect to each fiscal year of the Partnership at a target of 60% of her base salary. Mr. McMurray and Ms. Kingham are also entitled to receive annual awards of unvested units under the Partnership’s LTIP.

In the event that Mr. McMurray or Ms. Kingham’s employment is terminated by the Partnership without “cause” (as defined in their respective agreements), provided that they execute a general release of claims, Mr. McMurray and Ms. Kingham are entitled to receive (i) continued payment of their base salary for 12 months following the termination, (ii) the restricted unit awards that would have been paid or granted to them had they remained employed for an additional three years following their termination, and (iii) their target annual bonus for the performance year in which their termination occurs. Mr. McMurray and Ms. Kingham would also be entitled to receive the severance benefits described in the foregoing sentence in the event that they voluntarily resign due to a “constructive discharge,” which circumstances would include (1) a reduction of their annual base salary below $250,000 (other than an across-the-board, pro rata reduction of no more than 10% applicable to all similarly situated executive officers of the Partnership) or the Partnership’s failure to provide Mr. McMurray and Ms. Kingham’s elements of compensation, (2) the removal of Mr. McMurray from the position of Executive Vice President and General Counsel and Secretary without Mr. McMurray’s written consent or the removal of Ms. Kingham from the position of Executive Vice President and Chief Information Officer without Ms. Kingham’s written consent, (3) any action by the Partnership that results in significant diminution of Mr. McMurray’s or Ms. Kingham’s authority, power or responsibilities, or

(4) the Partnership’s relocation of its principal place of business in Oklahoma to a location more than 50 miles from its current location. Mr. McMurray and Ms. Kingham are subject to non-disclosure and intellectual property rights assignment obligations, and an obligation not to solicit customers, employees or consultants lasting during their employment and for a period of 12 months thereafter.

Restricted Unit Awards

During fiscal year 2024, no Service Awards were granted to the named executive officers due to the expiration of the LTIP, as discussed above. All outstanding Service Awards in the below table vested on November 15, 2023.

2024 Units Vested

The following table summarizes the value of the awards on the vesting date which was calculated based of the closing market price per common unit on the vesting date.

Upon vesting, certain of the named executive officers elected for us to remit payments to taxing authorities in lieu of issuing common units. The following table summarizes the number of common units issued and the number of common units withheld for taxes:

Potential Payments Upon Termination or Change in Control

We do not provide any severance or change in control benefits to our named executive officers, other than Mr. McMurray and Ms. Kingham, who are entitled to receive severance benefits for certain types of terminations (as described in more detail above under the heading, “Employment Agreements with Mr. McMurray and Ms. Kingham”). In the event that their employment had been terminated as of March 31, 2024 by the Partnership without “cause” or due to a “constructive discharge,” Mr. McMurray and Ms. Kingham would have been entitled to receive the following amounts:

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Chief Executive Officer, Mr. Krimbill, to the median of the annual total compensation of our employees for our last fiscal year.

For the year ended March 31, 2024:

•The median of the annual total compensation of all employees (other than the Chief Executive Officer) was $108,712; and

•The annual total compensation of Mr. Krimbill, as reported in the Summary Compensation Table above, was $2,695,722.

Based on the information for the year ended March 31, 2024, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was approximately 25 to 1.

To determine our median employee, we identified each individual employed by us on January 1, 2024, our determination date. As of that date, we had 619 employees located in two countries. We identified the median employee by examining only base pay plus overtime for the period from January 1, 2023 through December 31, 2023. We included all employees, with the exception of three employees that work in Canada, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions or adjustments to any base pay plus overtime amounts. After identifying the median employee, we calculated the annual total compensation for the median employee using the same methodology we use to calculate total annual compensation for our named executive officers, as set forth in the Summary Compensation Table above.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Hedging of Partnership Common Units

Our supplemental trading policy prohibits directors, named executive officers and other designated employees from the following transactions: (i) trading puts or calls or engaging in short sales with respect to our common units, or (ii) engaging in certain hedging transactions, such as zero-cost collars, equity swaps, prepaid variable forward contracts and exchange funds, that are designed to hedge or offset a decrease in the market value of their holdings. Our supplemental trading policy also specifies that officers, certain employees and directors may not pledge our common units as collateral for any loan without prior notice and these individuals may not hold our common units in a margin account unless our common units are not taken into account in determining their margin requirements and they have given prior notice to their broker of their affiliation and status with the Partnership and any restrictions applicable to our common units with respect to their sale.

Director Compensation

Officers or employees of our GP or its affiliates who also serve as directors do not receive additional compensation for their service as a director of our GP. Each director who is not an officer or employee of our GP or its affiliates receives the following cash compensation for his board service:

•an annual retainer of $180,000;

•an annual retainer of $25,000 for the chairman of the audit committee;

•an annual retainer of $15,000 for the chairman of the compensation committee;

•an annual retainer of $15,000 for each member of the audit committee other than the chairman; and

•an annual retainer of $10,000 for each member of the compensation committee other than the chairman.

In addition, each director who is not an officer or employee of our GP or its affiliates has been granted awards of restricted units. All of our directors are also reimbursed for all out-of-pocket expenses incurred in connection with attending board or committee meetings. Each director is indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.

Due to the expiration of the LTIP, as discussed above, no restricted units were granted to the directors during fiscal year 2024.

The following table summarizes the compensation earned during fiscal year 2024 by each director who is not an officer or employee of our GP or its affiliates:

(1) All of the compensation was paid in cash.

Long-Term Equity Incentive Awards

The following table summarizes Service Awards activity during fiscal year 2024 with respect to each director who is not an officer or employee of our GP or its affiliates:

(1) All outstanding Service Awards vested on November 15, 2023.