USA Compression Partners, LP
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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FY2025 · Filed Feb 17, 2026
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Item 11. Executive Compensation
As is commonly the case with publicly traded limited partnerships, we have no officers, directors, or employees. Under the terms of the Partnership Agreement, we are ultimately managed by the General Partner, which is controlled by Energy Transfer. All of our employees, including our executive officers, are employees of USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of the General Partner. References to “our officers” and “our directors” refer to the officers and directors of the General Partner.
Compensation Discussion & Analysis
Named Executive Officers
The following disclosure describes the executive compensation program for the named executive officers identified below (the “NEOs”). For the year ended December 31, 2025, the NEOs were:
M. Clint Green, President and CEO;
Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer;
Christopher J. Wauson, Vice President and Chief Operating Officer;*
Christopher W. Porter, Vice President, General Counsel and Secretary; and
Eric A. Scheller, Former Vice President and Chief Operating Officer*
*Mr. Scheller resigned from his position as Vice President and Chief Operating Officer effective April 4, 2025. Effective April 5, 2025, Mr. Wauson was appointed by the Board as the Vice President and Chief Operating Officer.
Each of Messrs. Paulsen, Wauson and Porter began serving in a Senior Vice President position with the Partnership beginning in January 2026 (i.e. as Senior Vice President, Chief Financial Officer and Treasurer; Senior Vice President and Chief Operating Officer, and Senior Vice President, General Counsel and Secretary, respectively).
Compensation Philosophy and Objectives
We have consistently based our compensation philosophy and objectives on the premise that a significant portion of each NEO’s total compensation should be incentive-based or “at-risk” compensation. We share Energy Transfer’s philosophy that the NEOs’ total compensation levels should be competitive in the marketplace for executive talent and abilities. The Compensation Committee seeks a total compensation program for the NEOs that provides for a slightly below the median market annual base compensation (i.e., approximately the 30 thto 40 th percentile of market) but incentive-based compensation composed of a combination of compensation vehicles to reward both short- and long-term performance that are both targeted to pay out at approximately the top-quartile of market. The Compensation Committee believes that a desirable balance of incentive-based compensation is achieved by: (i) the payment of annual discretionary cash bonuses that consider (a) the achievement of the financial and operational performance objectives for a fiscal year set towards the beginning of such fiscal year and (b) the individual contributions of each NEO to our level of success in achieving the annual financial and operational performance objectives and (ii) the annual grant of time-based phantom unit, restricted unit, or cash restricted unit awards under our equity incentive plan(s). These time-based awards are intended to incentivize and retain our key employees for the long-term and motivate them to focus their efforts on increasing the market price of our common units and the level of cash distributions we pay to our common unitholders.
Historically, we have granted phantom unit awards (“Phantom Units”) that vested, based generally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service. Since December 2024, however, we have granted time-based awards through a combination of restricted unit awards (“RSUs”) and cash restricted units (“CRSUs”), with 75% awarded as RSUs and the remaining 25% awarded as CRSUs. The RSUs vest, based generally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service and the CRSUs vest, based generally upon continued employment, at a rate of 1/3 annually over a three-year period.
While we utilize time-based forms of equity-based awards, beginning with the awards approved in December 2025 consistent with the practices used by the Energy Transfer Group (as that term is defined below), the grant date valuation was set using a modified total unitholder return (“TUR”) performance metric as measured against the average return of Alerian MLP index (AMZ) over defined periods of time. The modified TUR is designed to create a recognition of a performance adjustment to the equity-based awards based on the prior periods measured to add an element of performance impact in setting grant date value even though the RSUs and CRSUs themselves are time-vested vehicles.
The following charts illustrate the level of at-risk incentive compensation we awarded in 2025 to our CEO and, on an averaged basis, the other NEOs who were serving as executive officers as of December 31, 2025. “Variable/at-risk” compensation is comprised of time-based incentive awards, including RSUs and CRSUs, and annual discretionary cash bonuses, and “fixed” compensation is comprised of base salary.
Our compensation program is structured to achieve the following:
reward executive officers with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities yielding a total compensation package approaching the top-quartile of the market;
attract, retain, and reward talented executive officers and key members of management by providing a total compensation package competitive with those of their counterparts at similarly situated companies;
motivate executive officers and key employees to achieve strong financial and operational performance;
ensure that a significant portion of each executive officer’s compensation is performance-based or “at risk” compensation; and
reward individual performance.
Methodology to Setting Compensation Packages
Our executive compensation program is administered by the Compensation Committee. The Compensation Committee considers relevant data available to it to assess our competitive position with respect to base salary, annual short-term incentives and long-term incentive compensation, and the alignment of the compensation program with the Partnership’s compensation philosophy described above. Specifically, for the NEOs, the Compensation Committee:
establishes and approves target compensation levels for each NEO;
approves Partnership performance measures and goals;
determines the mix between cash and equity compensation, short-term, and long-term incentives and benefits;
verifies the achievement of previously established performance goals; and
approves the resulting cash or equity-based awards to the NEOs.
The Compensation Committee also considers other factors such as the role, contribution, skills, experience, and performance of an individual relative to his or her peers at the Partnership, and internal compensation levels within Energy Transfer and its affiliates (the “Energy Transfer Group”). The Compensation Committee does not assign a specific weight to these factors, but rather makes a subjective judgment taking all of these factors into account. The Compensation Committee consults with and takes into account guidance and input, as appropriate, from our CEO, Energy Transfer’s Co-CEO, and Energy Transfer’s Group Senior Vice President of Human Resources to ensure compensation decisions are undertaken consistent with the relevant compensation philosophy and objectives of the Energy Transfer Group.
The Compensation Committee reviews and approves all compensation for the NEOs. In determining the compensation for the NEOs, the Compensation Committee takes into account input and recommendations from the CEO, Energy Transfer’s Co-CEO, and Energy Transfer’s Group Senior Vice President of Human Resources. The CEO’s compensation is reviewed and approved by the Compensation Committee based on comparative compensation data, including within the Energy Transfer Group, and the Compensation Committee’s independent evaluation of the CEO’s actual or expected contributions to the Partnership’s performance.
Periodically, we engage a third-party consultant to provide the Compensation Committee with market information regarding compensation levels at peer companies to assist in evaluating compensation levels for our executives, including the NEOs. In 2025, we engaged Meridian Compensation Partners, LLC (“Meridian”), the independent compensation advisor to Energy Transfer, to conduct a report on market information and compensation levels of our peer companies (the “2025 Meridian Report”), which report updated and replaced the most recent report prepared by Meridian in 2023 (the “2023 Meridian Report”).
In conducting its review, Meridian assisted in the development of the final “peer group” of companies in the oil and gas space that most closely reflect our profile after considering factors like revenue, total assets, enterprise value and market cap. The final “peer group” represented an expanded reference of companies composed of a broader group of oil and gas companies, including a large focus on equipment and services companies but also including certain marketing companies, transportation and storage and upstream comparators whose data provided additional market context. For 2025, the core group of peer companies was updated from the 2023 Meridian Report to reflect changes assessed by Meridian from the prior market review. The core identified companies were:
| Company | Ticker |
|---|---|
| 1. Antero Midstream Corporation | AM |
| 2. Archrock, Inc. | AROC |
| 3. Atlas Energy Solutions Inc. | AESI |
| 4. Cactus, Inc. | WHD |
| 5. DT Midstream, Inc | DTM |
| 6. Enerflex Ltd. | EFX.TO |
| 7. Expro Group Holdings N.V. | XPRO |
| 8. Genesis Energy, L.P. | GEL |
| 9. Helmerich & Payne, Inc. | HP |
| 10. Kodiak Gas Services, Inc | KGS |
| 11. Kinetic Holdings, Inc. | KNTK |
| 12. Oil States International, Inc | OIS |
| 13. Patterson-UTI Energy | PTEN |
| 14. Pro Petro Holding Corp. | PUMP |
| 15. RPC, Inc. | RES |
| 16. Select Water Solutions, Inc. | WTTR |
| 17. Summit Midstream Partners, LP | SMLP |
| 18. TETRA Technologies, Inc. | TTI |
Elements of the Compensation Program
Compensation for the NEOs primarily consists of the following elements and corresponding objectives:
| Compensation Element | Primary Objective |
|---|---|
| Base salary | To recognize performance of job responsibilities and to attract and retain individuals with superior talent. |
| Annual incentive compensation | To promote near-term performance objectives and reward individual contributions to the achievement of those objectives. |
| Long-term equity incentive awards (RSUs and in previous years, Phantom Units) | To emphasize long-term performance objectives, encourage the maximization of unitholder value, and retain key executives by providing an opportunity to participate in the ownership of the Partnership. |
| Long-term equity incentive awards (CRSUs) | To emphasize long-term performance objectives, encourage the maximization of unitholder value, and retain key executives by providing an opportunity to benefit from strong unitholder value. |
| Retirement savings (401(k)) plan | To provide an opportunity for tax-efficient savings. |
| Other elements of compensation and perquisites | To attract and retain talented executives in a cost-efficient manner by providing benefits comparable to those offered by similarly situated companies. |
Base Salary for 2025
Base salaries for the NEOs generally have been set at a level deemed appropriate by the Compensation Committee to attract and retain individuals with superior talent. Generally, base salary increases are determined on an annual basis based on the job responsibilities, demonstrated proficiency and performance of the NEO, and market conditions. Initial base salaries for 2025 for Messrs. Green, Paulsen, and Wauson were determined when they were appointed in October 2024, November 2024, and April 2025, respectively. In connection with determining initial base salaries for Messrs. Porter and Scheller for 2025, the Compensation Committee and CEO considered cost of living increases, internal compensation levels within the Energy Transfer Group, and comparable salaries for certain executive roles within our peer group contained in the 2023 Meridian Report, and determined to provide an increase to base salary for Messrs. Porter and Scheller for 2025.
The initial 2025 base salaries, and 2024 base salaries for certain NEOs, are set forth in the following table:
| Name and Principal Position · 2025 Base Salary ($)(1) · 2024 Base Salary ($) | ||||
|---|---|---|---|---|
| M. Clint Green, President and Chief Executive Officer | 500,000 | 500,000 | (2) | |
| Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer | 425,000 | 425,000 | (2) | |
| Christopher J. Wauson, Vice President and Chief Operating Officer | 375,000 | — | ||
| Christopher W. Porter, Vice President, General Counsel and Secretary | 422,300 | 410,000 | ||
| Eric A. Scheller, Former Vice President and Chief Operating Officer* | 432,600 | (3) | 420,000 | |
(1)The 2025 base salaries reflected in the table are annualized amounts as of January 1, 2025, other than the amount for Mr. Wauson, which is his annualized base salary following his appointment on April 5, 2025. See “– Summary Compensation Table” below for the base salary actually paid to each NEO in 2025.
(2)The 2024 base salaries for Messrs. Green and Paulsen reflect such officer’s annualized base salary rate for 2024. Messrs. Green and Paulsen were actually paid $124,923 and $52,308 in base salary, respectively, in 2024, based on their time with Partnership during 2024.
(3)Mr. Scheller left the Partnership effective April 4, 2025.
In August 2025, after completion of the 2025 Meridian report and in order to align our compensation cycle with the Energy Transfer Group’s compensation cycle, the Compensation Committee performed a compensation merit review of the NEOs, other than Mr. Porter. Following this review, the Compensation Committee increased the base salaries for these NEOs. In July 2025, the Compensation Committee performed a compensation merit review of Mr. Porter in connection with the amendment to his Employment Agreement (as defined below), and increased Mr. Porter’s base salary. See “– Employment Agreement” below for more details on Mr. Porter’s Employment Agreement. The base salaries following these increases are set forth in the following table:
| Name and Principal Position (2) | 2025 Base Salary ($)(1) |
|---|---|
| M. Clint Green, President and Chief Executive Officer | 525,000 |
| Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer | 450,000 |
| Christopher J. Wauson, Vice President and Chief Operating Officer | 425,000 |
| Christopher W. Porter, Vice President, General Counsel and Secretary | 435,000 |
(1)The 2025 base salaries reflected in the table are annualized amounts following the increases. These increases took effect for the payroll on August 22, 2025 for Messrs. Green, Paulsen and Wauson, and for the payroll on July 11, 2025 for Mr. Porter. See “– Summary Compensation Table” below for the base salary actually paid to each NEO in 2025.
(2)Mr. Scheller left the Partnership effective April 4, 2025, prior to the compensation increases.
Annual Cash Incentive Compensation for 2025
In March 2025, the Compensation Committee approved the USA Compression Partners, LP Second Amended and Restated Annual Cash Incentive Plan (the “Bonus Plan”), which was effective as of January 2025. Each NEO’s potential bonus is governed by the Bonus Plan and, for Mr. Porter, also governed by his Employment Agreement. The Compensation Committee acts as the administrator of the Bonus Plan under the supervision of the full Board, and has the discretion to amend, modify, or terminate the Bonus Plan at any time.
In February 2026, the Compensation Committee made the determination to pay annual cash bonus awards to our NEOs, under the Bonus Plan attributable to the year ended December 31, 2025. Although the funding of the Bonus Plan generally is based on our satisfaction of certain performance measures that were previously established for the 2025 year, the Compensation Committee retains the authority to use its business judgment to make decisions or adjustments to the Bonus Plan’s funding pool or the individual bonus awards resulting from the guidelines set forth below. The Bonus Plan contains four payout factors and corresponding percentages that comprise the total annual target bonus for all eligible employees, including the NEOs (the “Annual Target Bonus Pool”), as shown in the following chart.
| Bonus Plan Payout Factors | |
|---|---|
| Payout Factor | % of Total Annual Target Bonus |
| Adjusted EBITDA Budget Target Payout Factor | 50% |
| Distributable Cash Flow Budget Target Payout Factor | 30% |
| Departmental Budget Target Payout Factor | 10% |
| Safety Budget Target Payout Factor | 10% |
Each of the Adjusted EBITDA Budget Target Payout Factor (the “Adjusted EBITDA Factor”) and the Distributable Cash Flow, or DCF, Budget Target Payout Factor (the “DCF Factor”) assign payout factors from 0% to 135% based on the percentage of the Partnership’s budgeted Adjusted EBITDA and DCF, respectively, achieved for the year, as shown in the following chart. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for definitions of these non-GAAP measures as well as reconciliations of each measure to its most directly comparable financial measure(s) calculated and presented in accordance with GAAP.
| Adjusted EBITDA and DCF Factors | |
|---|---|
| % of Budget Target | Bonus Pool Payout Factor |
| Greater than 110 | 1.35x |
| 107 – 110 | 1.30x |
| 105 – 107 | 1.25x |
| 103 – 105 | 1.20x |
| 101 – 103 | 1.10x |
| 95.0 – 101 | 1.00x |
| 90.0 – 94.9 | 0.90x |
| 85.0 – 89.9 | 0.85x |
| 80 – 84.9 | 0.75x |
| < 80.0 | 0.0x |
For the 2025 year, the Compensation Committee set the Adjusted EBITDA Budget Target at $600.0 million and the DCF Budget Target at $360.0 million.
The Departmental Budget Target Payout Factor (the “Departmental Budget Factor”) assigns payout factors based on the specific dollar amount of general and administrative expenses or operating and maintenance expenses set for each department of the Partnership.
| Departmental Budget Ratio Factor | |
|---|---|
| % of Budget Target | Bonus Pool Payout Factor |
| 0.0 – 100.9 | 1.00x |
| 101.0 – 105.9 | 0.90x |
| 106.0 – 110.9 | 0.70x |
| 111.0 – 114.9 | 0.50x |
| >115 | 0.0x |
For the 2025 year, the Compensation Committee set the Departmental Budget Target (as defined in the Bonus Plan) at $60.5 million.
The Safety Budget Target Payout Factor (the “Safety Factor”) assigns payout factors based on the Partnership’s Total Recordable Incident Rate, or TRIR (as calculated by the U.S. Occupational Safety and Health Administration), against the Partnership’s TRIR target, as shown in the following chart.
| Safety Factor | |
|---|---|
| % of Target | Bonus Pool Payout Factor |
| Less than 100 | 1.00x |
| 100 – 105 | 0.90x |
| 105.1 – 110 | 0.80x |
| 110.1 – 115 | 0.70x |
| 115.1 – 125 | 0.60x |
| Greater than 125 | 0.00x |
For the 2025 year, the Compensation Committee set the Safety Budget Target (as defined in the Bonus Plan) at 0.90.
The establishment and amount of the bonus pool is 100% discretionary and subject to approval and/or adjustment by the Compensation Committee. In determining bonuses for the NEOs, the Compensation Committee takes into account whether the Partnership achieved or exceeded its targeted performance objectives. Further, under the Bonus Plan no other targets are considered unless the Adjusted EBITDA Budget Target result is at least 80% of its Budget Target. In the case of the NEOs, their bonus pool targets for the 2025 year range from 65% to 135% of their respective annual base salaries.
For the 2025 year, the Compensation Committee set a target bonus amount (the “Target Bonus”) for each NEO as follows: (i) for Mr. Wauson, upon his appointment in April 2025, which the Compensation Committee reaffirmed in connection with its compensation merit review in August 2025, (ii) for Mr. Porter, in connection with his compensation merit review in July 2025, and (iii) for Messrs. Green and Paulsen, in connection with their compensation merit reviews in August 2025. These Target Bonuses were set as a percentage of the NEO’s base salary. For the bonus applicable to the 2025 year, the Target Bonus, as a percentage of base salary and as a dollar amount, is reflected in the table below.
| Name (1) | Percentage of Base Salary | Target Amount ($) |
|---|---|---|
| M. Clint Green, President and Chief Executive Officer | 135% | 708,750 |
| Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer | 105% | 472,500 |
| Christopher J. Wauson, Vice President and Chief Operating Officer | 105% | 446,250 |
| Christopher W. Porter, Vice President, General Counsel and Secretary | 105% | 456,750 |
(1)Mr. Scheller left the Partnership effective April 4, 2025 and, as such, was ineligible to participate in the Bonus Plan for 2025.
The annual cash bonus pool targets for 2025 were based on the determination of the Compensation Committee and in consideration of the available compensation data and the role, contribution, skills, experience, and performance of an individual relative to his or her peers at the Partnership.
For the year ended December 31, 2025, we achieved (i) Adjusted EBITDA of $613.76 million or 102.3% of target resulting in an Adjusted EBITDA Bonus Pool Payout Factor of 1.10; (ii) DCF of $385.68 million or 104.4% of target, resulting in a DCF Bonus Pool Payout Factor of 1.20; (iii) Departmental Budget of $60.089 million or 99.3% of target, resulting in a Departmental Budget Bonus Pool Payout Factor of 1.00; and (iv) a TRIR of 0.39 or 55.7% of target resulting in a Safety Budget Bonus Pool Payout Factor of 1.00. Based on these achieved results, the Compensation Committee approved a total bonus pool of 111% of Bonus Plan target. The awards made to each of the NEOs pursuant to the Bonus Plan with respect to the year ended December 31, 2025 were as follows:
| Name (1) | Bonus ($) |
|---|---|
| M. Clint Green, President and Chief Executive Officer | 765,000 |
| Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer | 507,000 |
| Christopher J. Wauson, Vice President and Chief Operating Officer | 450,500 |
| Christopher W. Porter, Vice President, General Counsel and Secretary | 507,000 |
(1)Mr. Scheller left the Partnership effective April 4, 2025, and as such, was ineligible to participate in the Bonus Plan for 2025.
Amounts received by the NEOs pursuant to the Bonus Plan are subject to certain clawback policies, and may be subject to repayment in part or in full if the Partnership is required to prepare an accounting restatement.
Long-Term Equity Incentive Awards
While the Partnership has historically granted Phantom Units awards under its long-term incentive award program, beginning in December 2024, the Partnership began granting awards of RSUs together with awards of CRSUs. The vesting terms of these awards and the target award levels for the 2025 RSUs and CRSUs are described below.
Long-Term Restricted Unit Awards
The LTIP is designed to promote our interests, as well as the interests of our unitholders, by rewarding our officers, directors, and certain of our employees for delivering desired performance results, as well as by strengthening our ability to attract, retain, and motivate qualified individuals to serve as officers, directors, and employees. The Compensation Committee acts as the administrator of the LTIP, which provides for the grant, from time to time at the discretion of the Compensation Committee, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, DERs, and other common unit-based awards. However, since our initial public offering in 2013, the Compensation Committee has only granted awards of Phantom Units and RSUs with DERs under the LTIP. Each Phantom Unit and RSU represents the right to receive a common unit or, in the case of Phantom Units, an amount of cash equal to the fair market value of a common unit (or a combination thereof), upon the vesting of such Phantom Unit or RSU pursuant to the LTIP, the applicable award agreement thereunder (“Phantom Unit Agreement” or “Restricted Unit Agreement”, respectively), and as determined by the Compensation Committee in its discretion. The outstanding, unvested Phantom Units and RSUs granted under the LTIP and held by the NEOs are reflected below in “– Outstanding Equity Awards as of December 31, 2025.”
Under our Phantom Unit Agreement and Restricted Unit Agreement that are currently in effect, vesting occurs as follows:
60% vesting on the third December 5 following the grant;
40% vesting on the fifth December 5 following the grant;
accelerated vesting of 100% of the outstanding unvested award(s) in the event of a Change in Control (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”); and
accelerated vesting of 100% of the outstanding unvested award(s) in the event of the NEO’s death or Disability (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”).
Additionally, as discussed below under “Potential Payments Upon a Termination or Change of Control”, the Phantom Unit Agreements and Restricted Unit Agreements provide that outstanding unvested Phantom Units and RSUs would automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the executive is terminated. In addition, the award agreements also include certain acceleration provisions upon retirement with the ability to accelerate 40% of outstanding unvested awards at age 65 and 50% at age 68. These acceleration provisions require that the participant have not less than (i) ten (10) years in respect of Phantom Unit awards or (ii) five (5) years in respect of RSU awards of employment service to the Partnership or an affiliate and are subject to the applicable provisions of IRC Section 409(A), which may include a six (6) month delay in the vesting after retirement. The retirement provision also requires that, in the case of RSUs, the award be held for at least one year after the grant date in order to be eligible for acceleration. The vesting of the Phantom Units and RSUs are subject, in each case described above, to the NEO’s continued employment with us or our affiliates until the relevant vesting date.
CRU Plan Awards
Under the CRU Plan, our Compensation Committee, in its discretion, may grant awards of CRSUs, upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the CRU Plan. Each CRSU represents the right to receive an amount of cash equal to the fair market value of a common unit upon the vesting of such CRSU, pursuant to the applicable award agreement thereunder (“Cash Restricted Unit Agreement”). The CRSUs do not include rights to DER cash payments. Awards from the CRU Plan are used to incentivize and reward eligible employees over a long-term basis.
Under our Cash Restricted Unit Agreements that are currently in effect, vesting occurs as follows:
1/3 vesting of the award on each December 5 following the grant;
accelerated vesting of 100% of the outstanding unvested award(s) in the event of a Change in Control (as defined under the CRU Plan and set forth below under “Potential Payments upon Termination or Change in Control”); and
accelerated vesting of 100% of the outstanding unvested award(s) in the event of the NEO’s death or Disability (as defined under the CRU Plan and set forth below under “Potential Payments upon Termination or Change in Control”)
Additionally, as discussed below under “Potential Payments Upon a Termination or Change of Control”, the CRSU Agreements provide that outstanding unvested CRSUs would automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the executive is terminated. In addition, the CRSU award agreements also include certain acceleration provisions upon retirement with the ability to accelerate 40% of outstanding unvested awards at age 65 and 50% at age 68. These acceleration provisions require that the participant have not less than five (5) years of employment service to the Partnership or an affiliate and are subject to the applicable provisions of IRC Section 409(A), which may include a six (6) month delay in the vesting after retirement. The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration.
The vesting of the CRSUs are subject, in each case described above, to the NEO’s continued employment with us or our affiliates until the relevant vesting date.
The target level of annual long-term incentive awards granted in 2025 for each of the NEOs is expressed below as a percentage of the NEO’s base salary. As described above, these awards were split based on 75% RSUs and 25% CRSUs. In determining the level of the 2025 grants of long-term incentive awards to the NEOs, the Compensation Committee, taking into account the role, contribution, skills, experience, and performance of an NEO relative to his or her peers at the Partnership, award levels within the Energy Transfer Group, and market and other relevant data, determined each of the NEO’s long-term incentive targets. The base salaries used for these calculations were the base salaries for the 2025 calendar year following the mid-year increases described above. The long-term incentive targets are used as the basis to determine the target number of units to be awarded to the eligible participant, including the NEOs. For 2025, the Partnership utilized a 60 trading-day trailing weighted average price of the Partnership’s common units prior to November 1, 2025 to determine the target number of units to be awarded.
The annual long-term incentive targets are used as the basis to determine the target number of units to be awarded to the eligible participants, including the NEOs. A multiple of base salary is used to set the pool target, that number is then divided by a weighted average price determined by considering our modified TUR performance as measured against the average return of Alerian MLP index (AMZ) over defined time periods. The decision to use the AMZ for the TUR analysis was a recognition of the challenge of matching our business with an adequate set of peer companies for performance evaluation. It was determined that the AMZ would provide the most adequate basis for analysis. We will continue to evaluate the best and most adequate tool to appropriately measure an appropriate modified TUR analysis and will make changes as appropriate in future years. The modified TUR is designed to create a recognition of performance adjustment based on the prior periods measured to an element of performance impact in setting grant date value even though the RSUs and CRSUs themselves are a time-vested vehicle. For purposes of establishing an initial price, we utilized a 60 trading-day trailing weighted average price of our common units prior to November 1 of 2025. This average trading price is then subject to adjustment when our TUR is more than 10% greater or less than that of companies within the AMZ. If the TUR analysis yields a result that is within 10% of the AMZ, the Compensation Committee will simply use the 60 trading day trailing weighted average price divided by the applicable salary multiple to establish a target pool for each eligible participant, including the NEOs. If our TUR is outside of the 10% deviation, the 60 trading day trailing weighted average will be adjusted. For purposes of the adjustment to the trailing average we will consider deviations from 10% to 30% up or down, which number will then be divided by two to establisha maximum of 15% either way from the trailing weighted average price based on our performance as compared to the AMZ.
For 2025, our TUR performed within 10% of the AMZ for the applicable measurement period. As such, the 60 day trailing weighted average price was used to establish the total available pool without adjustment.
| Long-Term Incentive Target Amounts Awarded December 5, 2025 | |||
|---|---|---|---|
| Name (1) · Percentage ofBase Salary · Grant Date Amount ($) | |||
| M. Clint Green, President and Chief Executive Officer | 600% | 3,317,709 | |
| Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer | 250% | 1,184,376 | |
| Christopher J. Wauson, Vice President and Chief Operating Officer | 250% | (2) | 1,118,847 |
| Christopher W. Porter, Vice President, General Counsel and Secretary | 250% | 1,145,544 | |
(1)Mr. Scheller left the Partnership effective April 4, 2025, prior to long-term incentives awarded.
(2)In addition to the grant awarded to Mr. Wauson in December 2025, the Compensation Committee awarded Mr. Wauson an LTIP award on August 12, 2025 for 20,000 RSUs, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the Phantom Units vesting on December 5, 2029.
Under the LTIP, the Compensation Committee has the discretion to determine whether any portion of awards should be settled in cash upon vesting. The Restricted Unit Agreements do not allow for cash settlement of the RSUs. The Phantom Unit Agreements do allow for cash settlement of the Phantom Units at the discretion of the Compensation Committee. With respect to the Phantom Units that vested in 2025, the Compensation Committee previously approved a default settlement method for Phantom Units of 50% in cash and 50% in common units. However, the Compensation Committee has also specified that employees may elect to decrease the percentage of this cash settlement. If an employee affirmatively requests in writing that the percentage of cash settlement be set at a specific amount that is less than 50% (and such employee agrees to pay out of his or her own funds the amount of any required federal withholding to the extent that the cash portion is insufficient for the Partnership to withhold and pay such amounts on the employee’s behalf), the Compensation Committee approves in advance such lesser cash settlement percentage.
Each award of RSUs and Phantom Units granted to an employee, including the NEOs, is granted in tandem with a corresponding award of DERs, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (a) the number of RSUs and Phantom Units granted under such award to the grantee that remain outstanding and unvested as of the record date for the distribution on the Partnership’s common units for such quarter and (b) the quarterly distribution with respect to the Partnership’s common units. The CRSUs are not granted with a corresponding DER.
The Phantom Units and RSUs granted pursuant to the LTIP are subject to certain clawback features, and the award may not vest or settle if we determine that the recipient committed certain acts of misconduct, as more particularly described in the LTIP.
Benefit Plans and Perquisites
We provide the NEOs with certain other benefits and perquisites, which we do not consider to be a significant component of our overall executive compensation program, but which we recognize as an important factor in attracting and retaining talented executives. The NEOs are eligible under the same plans as all other employees with respect to (i) medical, dental, vision, disability, and life insurance benefits and (ii) a defined contribution plan that is tax-qualified under section 401(k) of the Internal Revenue Code (the “401(k) Plan”). In addition, we have provided one or more NEOs with an annual automobile allowance. The Compensation Committee has determined it is appropriate to offer these perquisites in order to provide compensation opportunities competitive with those offered by similarly situated public companies. In determining the compensation payable to the NEOs, the Compensation Committee considers perquisites in the context of the total compensation the NEOs are eligible to receive. However, given the fact that perquisites represent a relatively small portion of the NEOs’ total compensation, the availability of these perquisites does not materially influence the Compensation Committee’s decision making with respect to other elements of the NEOs’ total compensation. The value of personal benefits and perquisites we provided to each of the NEOs in 2025 is set forth below in “– Summary Compensation Table.”
Energy Transfer LP Non-Qualified Deferred Compensation Plan (the “Energy Transfer NQDC Plan”)
Our NEOs, along with certain other highly compensated employees, are eligible to participate in Energy Transfer’s deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom or restricted unit distribution equivalent income until retirement, termination of employment or other designated distribution event. Each year under the Energy Transfer NQDC Plan, eligible employees are permitted to make an irrevocable election to defer up to 50% of their annual base salary, 50% of their quarterly non-vested phantom or restricted unit distribution income, and/or 50% of their discretionary performance bonus compensation during the following year. Pursuant to the Energy Transfer NQDC Plan, Energy Transfer may make annual discretionary matching contributions to participants’ accounts; however, Energy Transfer has not made any discretionary contributions to participants’ accounts and currently has no plans to make any discretionary contributions to participants’ accounts. All amounts credited under the Energy Transfer NQDC Plan (other than discretionary credits) are immediately 100% vested. Participant accounts are credited with deemed earnings or losses based on hypothetical investment fund choices made by the participants among available funds.
Participants may elect to have their account balances distributed in one lump sum payment or in annual installments over a period of three or five years upon retirement, and in a lump sum upon other termination events. Participants may also elect to take lump-sum in-service withdrawals five years or longer in the future, and such scheduled in-service withdrawals may be further deferred prior to the withdrawal date. Upon a change in control (as defined in the Energy Transfer NQDC Plan) of Energy Transfer, all Energy Transfer NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the Energy Transfer NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement.
Employment Agreement
During 2025, Mr. Porter was party to an employment agreement with us (the “Employment Agreement”). Mr. Porter’s Employment Agreement terminated on January 1, 2026, which for clarity did not result in Mr. Porter's termination of employment. Please see the description of the Employment Agreements under “Potential Payments upon Termination or Change in Control” for further details on the terms of the Employment Agreements.
Separation Agreement
Mr. Scheller left the Partnership effective April 4, 2025. In connection with his departure, Mr. Scheller and the General Partner entered into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Scheller Separation Agreement”). The Scheller Separation Agreement provided for: (i) a separation payment of $432,600, less all required governmental payroll deductions and withholdings; (ii) accelerated vesting of 81,286 Phantom Units to be settled up to 50% in cash, less all required governmental payroll deductions and withholdings, and (iii) a lump-sum payment equal to the full cost of the premium for eight (8) months of health insurance coverage under the Partnership’s health insurance plan.
The Scheller Separation Agreement includes, among other things, (i) a standard release of claims in favor of our General Partner, its parent entities, specifically including Energy Transfer, and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; (ii) a twenty-four (24) month restrictive covenant provision whereby Mr. Scheller acknowledges obligations with respect to competition and solicitation of customers and employees; (iii) a mutual non-disparagement clause (applicable to officers and directors of the General Partner); (iv) a confirmation and acknowledgement by Mr. Scheller of his obligations with respect to proprietary and confidential information; and (v) a twenty-four (24) month cooperation clause.
Risk Assessment Related to Our Compensation Structure
We believe our compensation program for all of our employees, including the NEOs, is appropriately structured and not reasonably likely to result in material risk to us because it is structured in a manner that does not promote excessive risk-taking that could damage our reputation, negatively impact our financial results, or reward poor judgment. We also have allocated our compensation among base salary and short- and long-term compensation in such a way as to not encourage excessive risk-taking. Furthermore, all business groups and employees receive similar compensation components of base pay and short-term incentives. We typically offer long-term equity incentives to employees at the director level or above, and we use RSUs, Phantom Units and CRSUs rather than unit options for these equity awards because these awards retain value even in a depressed market, so employees are less likely to take unreasonable risks to get or keep options “in-the-money.” Finally, the time-based vesting pursuant to our RSU and Phantom Unit agreements over three to five years, and our time-based vesting pursuant to our CRSU agreement over three years, ensures that our employees’ interests align with those of our unitholders with respect to our long-term performance.
Accounting and Tax Considerations
We account for the equity compensation expense for equity awards granted under our LTIP in accordance with GAAP, which requires us to estimate and record an expense for each award over the applicable vesting period. For employees, Phantom Units with a cash settlement option and CRSUs are accounted for as a liability and are re-measured at fair value at the end of each reporting period using the market price of the Partnership’s common units. RSUs without a cash settlement option, as well as Phantom Units granted to outside directors without a cash settlement option, are accounted for as equity. During the requisite service period, compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date.
Because we are a master limited partnership and the General Partner is a limited liability company, section 162(m) of the Internal Revenue Code, which generally precludes public corporations (as defined pursuant to regulations issued under section 162(m)) from taking a tax deduction for individual compensation to certain of its executive officers in excess of $1 million, does not apply to the compensation paid to the NEOs and, accordingly, the Compensation Committee did not consider its impact in making the compensation recommendations discussed above.
Compensation Committee Interlocks and Insider Participation
We do not have any Compensation Committee interlocks. Messrs. Joyce, Waldheim and Wortham were the only members of the Compensation Committee during 2025. During 2025, none of Messrs. Joyce, Waldheim or Wortham was an officer or employee of Energy Transfer or any of its affiliates, including us, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the section of this report entitled “Compensation Discussion and Analysis” with management of the Partnership and approved its inclusion in this Annual Report on Form 10-K.
Compensation Committee
Glenn E. Joyce (Chairman)
William S. Waldheim
John L. Wortham
The foregoing report shall not be deemed to be incorporated by reference by any general statement or reference to this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and otherwise shall not be deemed filed under those Acts.
Summary Compensation Table
The following table provides information concerning compensation of our NEOs for the fiscal years presented below, as applicable.
| Name and Principal Position · Year · Salary ($) · Bonus ($) · EquityAwards ($) (1) · Non-Equity Incentive Plan Compensation ($) (2) · All OtherCompensation($) (3) · Total ($) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| M. Clint Green | 2025 | 511,745 | 3,317,709 | 765,000 | 16,942 | 4,611,396 | |||||||||
| President and Chief Executive Officer | 2024 | 124,923 | 2,607,876 | 162,500 | 4,154 | (4) | 2,899,453 | ||||||||
| Christopher M. Paulsen | 2025 | 436,538 | 1,184,376 | 507,000 | 17,500 | 2,145,414 | |||||||||
| Vice President, Chief Financial Officer and Treasurer | 2024 | 52,308 | 125,000 | (5) | 1,740,750 | — | — | 1,918,058 | |||||||
| Christopher J. Wauson | 2025 | 390,141 | 1,606,047 | 450,500 | 149,719 | 2,596,407 | |||||||||
| Vice President and Chief Operating Officer | |||||||||||||||
| Christopher W. Porter | 2025 | 429,706 | 1,145,544 | 507,000 | 259,861 | 2,342,111 | |||||||||
| Vice President, General Counsel and Secretary | 2024 | 413,248 | 855,289 | 410,000 | 346,074 | 2,024,611 | |||||||||
| 2023 | 374,400 | 819,978 | 336,960 | 354,327 | 1,885,665 | ||||||||||
| Eric A. Scheller | 2025 | 124,135 | (6) | 2,376,803 | (7) | 522,497 | (8) | 3,023,435 | |||||||
| Former Vice President and Chief Operating Officer | 2024 | 423,328 | 876,178 | 420,000 | 389,865 | 2,109,371 | |||||||||
| 2023 | 385,000 | 1,224,995 | 385,000 | 377,573 | 2,372,568 | ||||||||||
(1)Equity award amounts reflect the aggregate grant date fair value of the awards calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 718, disregarding the estimated likelihood of forfeitures. For a discussion of the assumptions utilized in determining the fair value of these awards, please see Note 15in Part II, Item 8 “Financial Statements and Supplementary Data”. Although the CRSU awards may only be settled in cash, they are based upon the value of our common units and are accounted for as equity awards within these compensation tables.
(2)Represents the awards earned under the Bonus Plan for each of the NEOs. Amounts earned for the 2025 year will be paid after the Partnership’s audited financials are finalized.
(3)See the chart below for a detailed breakdown of amounts reported in this column for 2025:
| Name | DERs | Automobile Allowance | Employer 401(k) Contributions | Parking |
|---|---|---|---|---|
| Mr. Green | $— | $— | $16,942 | $— |
| Mr. Paulsen | — | — | 17,500 | — |
| Mr. Wauson | 116,955 | 15,264 | 17,500 | — |
| Mr. Porter | 238,482 | — | 17,500 | 3,879 |
| Mr. Scheller | 71,125 | — | 5,823 | 325 |
The amounts reflected for all periods include distribution payments in connection with DERs on unvested Phantom Unit awards. However the amounts exclude distribution payments in connection with DERs on unvested RSU awards because the dollar value of such distributions are factored into the grant date fair value reported in the “Equity Awards” column of the Summary Compensation Table at the time that the RSU awards and related DERs were originally granted.
See note (4) below regarding certain benefits provided to Mr. Green during 2024, and note (8) below with respect to separation payments to Mr. Scheller.
(4)For administrative reasons, in 2024 Mr. Green remained on Energy Transfer’s employee plans with respect to (i) medical, dental, vision, disability, and life insurance benefits and (ii) a defined contribution plan that is tax-qualified under section 401(k) of the Internal Revenue Code. As part of the shared services model, all of our employees moved to these Energy Transfer employee plans beginning in 2025. As these benefits were offered to all employees of Energy Transfer during 2024 and to all of our employees beginning in 2025, we do not classify these benefits as perquisites.
(5)In 2024, Mr. Paulsen received a one-time cash signing bonus of $125,000, which was paid at the same time as the bonus amounts under the Bonus Plan.
(6)Mr. Scheller left the Partnership on April 4, 2025. The amount reported in this column reflects his base salary paid in 2025, as well as the value of his accrued paid time off he received upon his departure.
(7)Pursuant to the Scheller Separation Agreement as approved on February 10, 2025 and entered into on April 4, 2025, and subject to certain covenants contained therein, 81,286 of Mr. Scheller’s unvested Phantom Units vested in connection with his departure. The value reported reflects the incremental value associated with the accelerated vesting of the Phantom Units. See Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data” for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.
(8)In connection with Mr. Scheller’s departure, he received a separation payment of $445,223 under the terms of the Scheller Separation Agreement. The incremental value of his accelerated Phantom Units is reported in the “Equity Awards” column and is not included in this amount.
Grants of Plan-Based Awards during the Year Ended December 31, 2025
The below reflects awards granted to our NEOs under the LTIP, the CRU Plan, and our Bonus Plan during 2025.
| Name (6) · Grant Date · Approval Date of Equity-BasedAwards · Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) · All Other Unit Awards: Number of Units(#) · Grant Date Fair Value of Unit Awards($) (5) | |||||||
|---|---|---|---|---|---|---|---|
| Target ($) · Maximum ($) | |||||||
| M. Clint Green | 708,750 | 907,200 | |||||
| President and Chief Executive Officer | 12/5/2025 | 12/5/2025 | 102,525 | (2) | 2,488,282 | ||
| 12/5/2025 | 12/5/2025 | 34,175 | (3) | 829,427 | |||
| Christopher M. Paulsen | 472,500 | 604,800 | |||||
| Vice President, Chief Financial Officer and Treasurer | 12/5/2025 | 12/5/2025 | 36,600 | (2) | 888,282 | ||
| 12/5/2025 | 12/5/2025 | 12,200 | (3) | 296,094 | |||
| Christopher J. Wauson | 446,250 | 571,200 | |||||
| Vice President and Chief Operating Officer | 8/12/2025 | 8/12/2025 | 20,000 | (4) | 487,200 | ||
| 12/5/2025 | 12/5/2025 | 34,575 | (2) | 839,135 | |||
| 12/5/2025 | 12/5/2025 | 11,525 | (3) | 279,712 | |||
| Christopher W. Porter | 456,750 | 584,640 | |||||
| Vice President, General Counsel and Secretary | 12/5/2025 | 12/5/2025 | 35,400 | (2) | 859,158 | ||
| 12/5/2025 | 12/5/2025 | 11,800 | (3) | 286,386 | |||
(1)These awards were granted in 2025 pursuant to our Bonus Plan. The potential payout pursuant to these awards could be zero, thus we have not reflected a threshold amount in the table above. Actual amounts earned for 2025 have been reflected within the Summary Compensation Table above.
(2)The RSUs granted to our NEOs on December 5, 2025 were granted pursuant to our LTIP and will vest incrementally, with 60% of the RSUs vesting on December 5, 2028, and the remaining 40% of the RSUs vesting on December 5, 2030. All these RSUs will also vest in full upon a Change in Control (as defined in the LTIP) or the death or Disability (as defined in the LTIP) of the NEO. If the NEO retires after attaining the age of 65 and has been employed by us, the General Partner, or our affiliates for at least five years, 60% of his or her then-unvested RSUs granted in 2025 will be forfeited, and the remainder will vest, at the time of retirement. If the NEO is at or over age 68 at the time of retirement and has been employed by us, the General Partner, or our affiliates for at least five years, 50% of his or her then-unvested RSUs granted in 2025 will be forfeited, and the remainder will vest, at the time of retirement. The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration. The RSUs granted to our NEOs on December 5, 2025 were granted in tandem with a corresponding DER.
(3)The CRSUs granted to our NEOs on December 5, 2025 were granted pursuant to our CRU Plan and will vest over a three-year period with 1/3 of the CRSUs vesting annually beginning on December 5, 2026. All these CRSUs will also vest in full upon a Change in Control (as defined in the CRU Plan) or the death or Disability (as defined in the CRU Plan) of the NEO. If the NEO retires after attaining the age of 65 and has been employed by us, the General Partner, or our affiliates for at least five years, 60% of his or her then-unvested CRSUs granted in 2025 will be forfeited, and the remainder will vest, at the time of retirement. If the NEO is at or over age 68 at the time of retirement and has been employed by us, the General Partner, or our affiliates for at least five years, 50% of his or her then-unvested CRSUs granted in 2025 will be forfeited, and the remainder will vest, at the time of retirement. The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration.
(4)The RSUs granted to Mr. Wauson on August 12, 2025 were granted pursuant to our LTIP and will vest incrementally, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the RSUs vesting on December 5, 2029. All these RSUs will also vest in full upon a Change in Control (as defined in the LTIP) or the death or Disability (as defined in the LTIP) of Mr. Wauson. The RSUs granted to Mr. Wauson on August 12, 2025 were granted in tandem with a corresponding DER.
(5)The reported grant date fair value of unit awards was calculated by multiplying the closing price of the Partnership’s common units on the grant date by the number of units granted, as required by FASB ASC Topic 718. The closing price of the Partnership’s common units was $24.36 on August 12, 2025 and $24.27 on December 5, 2025.
(6)Mr. Scheller left the Partnership effective April 4, 2025, prior to the grant of any plan-based awards for 2025. As noted above in “Summary Compensation Table” and the footnote discussion thereunder, pursuant to the Scheller Separation Agreement, as approved on February 10, 2025 and entered into on April 4, 2025, and subject to certain covenants contained therein, 81,286 of Mr. Scheller’s unvested Phantom Units vested in connection with his departure resulting in $2,376,803 in incremental value associated with the accelerated vesting of such Phantom Units.
Outstanding Equity Awards as of December 31, 2025
The following table provides information regarding Phantom Units and RSUs granted to the NEOs pursuant to the LTIP, and CRSUs granted pursuant to the CRU Plan, in each of the years ended December 31, 2021, 2022, 2023, 2024 and 2025 that were outstanding as of December 31, 2025, as well as the scheduled vesting schedule for each outstanding award. Potential acceleration events or change in control treatment for these awards are described below in the section titled “Potential Payments upon Termination or Change in Control.” None of the NEOs held any outstanding option awards as of December 31, 2025.
| Name (10) · Number of Outstanding Unit Awards(#) · Market Value of Outstanding Unit Awards($) (9) | |||
|---|---|---|---|
| M. Clint Green, President and Chief Executive Officer | |||
| 2024 RSU Grant | 84,270 | (4) | 1,938,210 |
| 2024 CRSU Grant | 18,727 | (5) | 430,721 |
| 2025 RSU Grant | 102,525 | (7) | 2,358,075 |
| 2025 CRSU Grant | 34,175 | (8) | 786,025 |
| Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer | |||
| 2024 RSU Grant | 56,250 | (4) | 1,293,750 |
| 2024 CRSU Grant | 12,500 | (5) | 287,500 |
| 2025 RSU Grant | 36,600 | (7) | 841,800 |
| 2025 CRSU Grant | 12,200 | (8) | 280,600 |
| Christopher J. Wauson, Vice President and Chief Operating Officer | |||
| 2021 Grant | 6,684 | (1) | 153,732 |
| 2022 Grant | 8,709 | (2) | 200,307 |
| 2023 Grant | 19,197 | (3) | 441,531 |
| 2024 RSU Grant | 15,170 | (4) | 348,910 |
| 2024 CRSU Grant | 3,370 | (5) | 77,510 |
| 2025 August Grant -RSUs | 20,000 | (6) | 460,000 |
| 2025 RSU Grant | 34,575 | (7) | 795,225 |
| 2025 CRSU Grant | 11,525 | (8) | 265,075 |
| Christopher W. Porter, Vice President, General Counsel and Secretary | |||
| 2021 Grant | 19,251 | (1) | 442,773 |
| 2022 Grant | 16,304 | (2) | 374,992 |
| 2023 Grant | 34,982 | (3) | 804,586 |
| 2024 RSU Grant | 27,640 | (4) | 635,720 |
| 2024 CRSU Grant | 6,140 | (5) | 141,220 |
| 2025 RSU Grant | 35,400 | (7) | 814,200 |
| 2025 CRSU Grant | 11,800 | (8) | 271,400 |
(1)Includes Phantom Units granted pursuant to the LTIP on December 5, 2021, to the following NEOs, of which the following remain unvested as of December 31, 2025: Mr. Wauson – 6,684 and Mr. Porter – 19,251. These remaining unvested Phantom Units will vest on December 5, 2026, subject to the terms of the award agreement.
(2)Includes Phantom Units granted pursuant to the LTIP on December 5, 2022, to the following NEOs, of which the following remain unvested as of December 31, 2025: Mr. Wauson – 8,709 and Mr. Porter – 16,304. These remaining unvested Phantom Units will vest on December 5, 2027, subject to the terms of the award agreement.
(3)Includes Phantom Units granted pursuant to the LTIP on December 5, 2023, to the NEOs as follows: Mr. Wauson – 19,197 and Mr. Porter – 34,982. The Phantom Units granted on December 5, 2023, vest incrementally, with 60% of the Phantom Units vesting on December 5, 2026, and the remaining 40% of the Phantom Units vesting on December 5, 2028, subject to the terms of the award agreement.
(4)Includes RSUs granted pursuant to the LTIP on December 5, 2024, to the NEOs as follows: Mr. Green – 84,270; Mr. Paulsen – 56,250; Mr. Wauson – 15,170; and Mr. Porter – 27,640. The RSUs granted on December 5, 2024, vest incrementally, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the Phantom Units vesting on December 5, 2029, subject to the terms of the award agreement.
(5)Includes CRSUs granted pursuant to the CRU Plan on December 5, 2024, to the following NEOs, of which the following remain unvested as of December 31, 2025: Mr. Green – 18,727; Mr. Paulsen – 12,500; Mr. Wauson – 3,370 and Mr. Porter – 6,140. These remaining CRSUs will vest 1/2 on each of December 5, 2026 and 2027, subject to the terms of the award agreement.
(6)Mr. Wauson was awarded 20,000 RSUs pursuant to the LTIP on August 12, 2025, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the RSUs vesting on December 5, 2029, subject to the terms of the award agreement.
(7)Includes RSUs granted pursuant to the LTIP on December 5, 2025, to the NEOs as follows: Mr. Green – 102,525; Mr. Paulsen – 36,600; Mr. Wauson – 34,575 and Mr. Porter – 35,400. The RSUs granted on December 5, 2025, vest incrementally, with 60% of the RSUs vesting on December 5, 2028, and the remaining 40% of the RSUs vesting on December 5, 2030, subject to the terms of the award agreement.
(8)Includes CRSUs granted pursuant to the CRU Plan on December 5, 2025, to the NEOs as follows: Mr. Green – 34,175; Mr. Paulsen – 12,200; Mr. Wauson – 11,525 and Mr. Porter – 11,800. The CRSUs granted on December 5, 2025 vest 1/3 on each of December 5, 2026, 2027 and 2028, subject to the terms of the award agreement..
(9)The market value of the Phantom Units, RSUs and CRSUs are calculated by multiplying $23.00, the closing price of the Partnership’s common units on December 31, 2025 by the number of Phantom Units, RSUs or CRSUs outstanding.
(10)Mr. Scheller left the Partnership effective April 4, 2025, at which time any awards that did not vest in connection with Mr. Scheller’s departure were forfeited.
Units Vested During the Year Ended December 31, 2025
The following table provides information regarding the vesting of Phantom Units and CRSUs held by the NEOs during 2025. No RSUs held by the NEOs vested during 2025. There are no options outstanding on the Partnership’s common units.
| Name · Number of Units Vested (#) · Value Realized on Vesting($) (4) | |||
|---|---|---|---|
| M. Clint Green, President and Chief Executive Officer | |||
| CRSUs | 9,363 | 227,240 | |
| Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer | |||
| CRSUs | 6,250 | 151,688 | |
| Christopher J. Wauson, Vice President and Chief Operating Officer | |||
| Phantom Units | 21,103 | (1) | 512,170 |
| CRSUs | 1,685 | 40,895 | |
| Christopher W. Porter, Vice President, General Counsel and Secretary | |||
| Phantom Units | 43,026 | (2) | 1,044,241 |
| CRSUs | 3,070 | 74,509 | |
| Eric A. Scheller, Former Vice President and Chief Operating Officer | |||
| Phantom Units | 81,286 | (3) | 1,918,350 |
(1)Mr. Wauson settled approximately 50% of his newly vested Phantom Units in cash in the amount of $256,097 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 10,551 vested Phantom Units were settled in our common units following such cash settlement.
(2)Mr. Porter settled approximately 50% of his newly vested Phantom Units in cash in the amount of $522,121 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 21,513 vested Phantom Units were settled in our common units following such cash settlement.
(3)These units vested in connection with Mr. Scheller’s departure on April 4, 2025. Mr. Scheller settled approximately 50% of his newly vested Phantom Units in cash in the amount of $962,020 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 40,643 vested Phantom Units were settled in our common units following such cash settlement.
(4)All of the units, other Mr. Scheller’s, vested on December 5, 2025. The value realized on the vesting of Phantom Units and CRSUs was calculated by multiplying the closing price of the Partnership’s common units on the date of vesting by the number of Phantom Units or CRSUs vesting on such date. The closing price of our units on April 4, 2025 was $23.60, and the closing price on December 5, 2025 was $24.27.
Potential Payments upon Termination or Change in Control
The NEOs are entitled to severance payments and/or other benefits upon certain terminations of employment and, in certain cases, in connection with a Change in Control (as defined in the LTIP and the CRU Plan and as described below) of the General Partner. All capitalized terms used in the following description but not defined therein will have the definitions set forth in the referenced document.
Employment Agreement
As previously noted, Mr. Porter was party to an Employment Agreement providing for certain payments and benefits upon certain termination of employment. For the purposes of the following description, the “Company” means USAC Management with respect to Mr. Porter. All capitalized terms used in the following description but not defined therein will have the definitions set forth in the referenced document. The Employment Agreement was amended (the “Employment Agreement Amendment”) on July 2, 2025 to (i) remove the right of Mr. Porter to terminate the Employment Agreement due to a relocation of his principal place of employment; and (ii) not renew the Employment Agreement at the end of its current term. Per the terms of the Employment Agreement Amendment, the Employment Agreement terminated on January 1, 2026, which for clarity did not result in Mr. Porter’s termination of employment.
The Employment Agreement provided for the following in the event of a termination of Mr. Porter without Cause or by Mr. Porter with Good Reason (each as defined in the Employment Agreement and set forth below): (i) semi-monthly severance payments for the one-year period following Mr. Porter’s Separation from Service (the “Severance Period”) in an amount totaling the higher of Mr. Porter’s Base Salary for (a) the current year and (b) any previous year during the term of the Employment Agreement (the “Severance Payment”); (ii) the entire amount of any earned Annual Bonus for the year preceding the year in which Mr. Porter is terminated by the Company for “convenience” (as defined in the Employment Agreement and set forth below) or resigns for Good Reason; (iii) a pro rata portion (based on the number of days Mr. Porter was employed during the year) of any earned Annual Bonus for the year in which Mr. Porter is terminated without Cause or resigns for Good Reason; (iv) continued health insurance benefits for Mr. Porter and his eligible dependents for a period of 24 months following his Separation from Service (the “Coverage Period”), as follows: (a) for the first 12 months of the Coverage Period, the Company will provide such health insurance coverage at its own expense (other than Mr. Porter’s monthly cost-sharing contribution under the Company’s group health plan, as in effect at the time of Mr. Porter’s Separation from Service); (b) for the following six months of the Coverage Period, such health insurance coverage will be at Mr. Porter’s sole expense; and (c) for the final six months of the Coverage Period, the Company will be responsible for the proportion of the cost of such health insurance coverage that Mr. Porter covered in the first 12 months of the Coverage Period; and Mr. Porter will be responsible for the proportion that the Company covered during the first 12 months of the Coverage Period; and (v) within 30 days of Mr. Porter’s Separation from Service, all earned but unpaid base salary and paid time off. The NEO’s right to the Severance Payment and continued health insurance benefits described in (i) and (iv) of the preceding sentence are subject to (1) Mr. Porter’s execution of a release of claims against the Company within 45 days of Mr. Porter’s Separation from Service and (2) Mr. Porter’s compliance with the continuing obligations under his Employment Agreement, including confidentiality, non-compete and non-solicit obligations.
In the event of the termination of Mr. Porter’s employment by the Company without Cause or with Good Reason within two years of a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Severance Payment will be paid in a lump sum on the Company’s first regular payroll date that occurs on or after 30 days after the date of Mr. Porter’s Separation from Service.
In the event of a termination of Mr. Porter’s employment due to death or Disability (as defined in the Employment Agreement), the Company shall pay the following to Mr. Porter or Mr. Porter’s estate: (i) the entire amount of any earned Annual Bonus for the year preceding the year in which Mr. Porter dies or becomes Disabled; (ii) a pro rata portion (based on the number of days employed during the year) of any earned Annual Bonus for the year in which Mr. Porter dies or becomes Disabled; and (iii) all earned but unpaid base salary and paid time off. In the event of Mr. Porter’s death during the Severance Period, the Severance Payment will be paid in a lump sum within 30 days of his death.
As used in the Employment Agreement, a termination for “convenience” generally means an involuntary termination for any reason, other than a termination for “Cause.” “Cause” is defined in the Employment Agreements to mean (i) any material breach of the Employment Agreement, including the material breach of any representation, warranty or covenant made under the Employment Agreement by Mr. Porter, (ii) Mr. Porter’s breach of any applicable duties of loyalty to the Company or any of its affiliates, gross negligence or material misconduct, or a significant act or acts of personal dishonesty or deceit, taken by Mr. Porter, in the performance of the duties and services required of Mr. Porter that is demonstrably and significantly injurious to the Company or any of its affiliates, (iii) conviction of a felony or crime involving moral turpitude, (iv) Mr. Porter’s willful and continued failure or refusal to perform substantially Mr. Porter’s material obligations pursuant to the Employment Agreement or follow any lawful and reasonable directive from the CEO or the Board, as applicable, other than as a result of Mr. Porter’s incapacity, or (v) a violation of federal, state or local law or regulation applicable to the business of the Company that is demonstrably and significantly injurious to the Company.
“Good Reason” is defined in the Employment Agreement to mean (i) a material breach by the Company of the Employment Agreement or any other material agreement with Mr. Porter, (ii) a material reduction in Mr. Porter’s base salary, other than a reduction that is generally applicable to all similarly situated employees of the Company, (iii) a material reduction in Mr. Porter’s duties, authority, responsibilities, job title or reporting relationships, or (iv) a material reduction by the Company in the facilities or perquisites available to Mr. Porter, other than a reduction that is generally applicable to all similarly situated employees.
“Disability” is defined in the Employment Agreement as Mr. Porter being unable to perform essential functions of his position, with reasonable accommodation, due to an illness or physical or mental impairment or other incapacity which continues for a period in excess of 20 consecutive weeks. The determination of Disability will be made by a physician selected by Mr. Porter and acceptable to the Company or its insurers.
Vesting and Change in Control Benefits–LTIP
On November 1, 2018, the Compensation Committee adopted the Phantom Unit Agreement, and on December 5, 2024 the Compensation Committee adopted the Restricted Unit Agreement (the “LTIP Agreements”). The LTIP Agreements (i) provide for incremental vesting of Phantom Units and RSUs over five years (60% on the third December 5 following the grant and 40% on the fifth December 5 following the grant) and (ii) provides for vesting of 100% of the outstanding, unvested Phantom Units and RSUs in the event of (a) a Change in Control (as defined under the LTIP and set forth below) or (b) the death or Disability of the NEO. Additionally, the Phantom Unit Agreement and Restricted Unit Agreement provide for (i) vesting of 40% of the outstanding, unvested Phantom Units or RSUs if the NEO voluntarily retires between the ages of 65–68 and has been employed by us, the Company, or our affiliates for at least 10 years in the case of the Phantom Unit Agreement and five years (provided the award has been held for at least one year) in the case of the Restricted Unit Agreement (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested Phantom Units or RSUs if the NEO voluntarily retires at or over the age 68 and has been employed by us, the Company or our affiliates for at least 10 years in the case of the Phantom Unit Agreement and five years (provided the award has been held for at least one year) in the case of the Restricted Unit Agreement (with the remaining 50% being forfeited). The vesting of the Phantom Units and RSUs are subject, in each case described above, to the NEO’s continued employment with us, the Company, or our affiliates until the relevant vesting date. For purposes of this description, the “Company” means USA Compression GP, LLC.
A “Change in Control” as defined under the LTIP means the occurrence of any of the following events: (i) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company, Energy Transfer, an Affiliate of the Company (as determined immediately prior to such event), or an Affiliate of, or successor to, Energy Transfer, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership; (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership, Energy Transfer, an Affiliate of the Company (as determined immediately prior to such event), the Partnership, or an Affiliate of, or successor to, Energy Transfer; or (iv) a transaction resulting in a Person other than the Company, Energy Transfer, an Affiliate of the Company (as determined immediately prior to such event), or an Affiliate of, or successor to, Energy Transfer being the sole general partner of the Partnership.
However, if an LTIP award is subject to section 409A of the Code, a “Change in Control” will be defined in accordance with section 409A of the Code and the regulations promulgated thereunder.
“Disability” as defined under the LTIP means, as determined by the Compensation Committee in its discretion exercised in good faith, a physical or mental condition of the NEO that would entitle him or her to payment of disability income payments under the Company’s or the Partnership’s or one of its subsidiaries’ long-term disability insurance policy or plan for employees as then in effect; or in the event that an NEO is not covered, for whatever reason, under the Company’s or the Partnership’s or one of its subsidiaries’ long-term disability insurance policy or plan for employees or the Company or the Partnership or one of its subsidiaries does not maintain such a long-term disability insurance policy, “Disability” means a total and permanent disability within the meaning of Section 22(e)(3) of the Code; provided, however, that if a Disability constitutes a payment event with respect to any award which provides for the deferral of compensation and is subject to section 409A of the Code, then, to the extent required to comply with section 409A of the Code, the NEO must also be considered “disabled” within the meaning of section 409A(a)(2)(C) of the Code. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, NEOs shall submit to an examination by such physician upon request by the Compensation Committee.
Vesting and Change in Control Benefits – CRU Plan
On December 5, 2024, the Compensation Committee adopted the Time-Vested Cash Restricted Unit Agreement (the “Cash Restricted Unit Agreement” described above), which (i) provides for incremental vesting of CRSUs over three years (1/3 on the first December 5 following the grant, 1/3 on the second December 5 following the grant, and the remaining 1/3 on the third December 5 following the grant) and (ii) provides for vesting of 100% of the outstanding, unvested CRSUs in the event of (a) a Change in Control (as defined under the CRU Plan and set forth below) or (b) the death or Disability of the NEO. Also, under the Cash Restricted Unit Agreement, if the NEO has been employed by the Partnership, the Company, a subsidiary or an affiliate of the Partnership, the Company or a subsidiary for at least five years and is at least 65 at the time of his voluntary retirement, 60% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement. If the NEO has been employed by the Partnership, the Company, a subsidiary or an affiliate of the Partnership, the Company or a subsidiary for at least five years and is at or over age 68 at the time of his voluntary retirement, 50% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement. The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration. For purposes of this description, the “Company” means USA Compression GP, LLC.
A “Change in Control” as defined under the CRU Plan means the occurrence of any of the following events: (i) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), or an affiliate of, or successor to, Energy Transfer, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership; (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), the Partnership, or an affiliate of, or successor to, Energy Transfer; or (iv) a transaction resulting in a Person other than the Company, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), or an Affiliate of, or successor to, Energy Transfer being the general partner of the Partnership.
“Disability” as defined under the CRU Plan means, unless provided otherwise in Cash Restricted Unit Agreement, an illness or injury that lasts at least six continuous months, is expected to be permanent and renders the participant unable to carry out his or her duties to the Company, the Partnership or an affiliate of the Company or the Partnership.
However, if a CRU award is subject to section 409A of the Code, a “Change in Control” or “Disability” will be defined in accordance with section 409A of the Code and the regulations promulgated thereunder.
Potential Payments upon Termination or Change in Control
Except as otherwise noted, the values in the table below assume that a Change in Control occurred on December 31, 2025, and/or that the NEO’s employment terminated on that date, as applicable. The amounts actually payable to any NEO can only be calculated with certainty upon actual termination or a Change in Control. Except as otherwise noted, the value of the acceleration of the LTIP and CRU awards was calculated using the value of $23.00, which was the closing price of the Partnership’s common units on December 31, 2025.
| Executive Benefits andPayments | Change in Control followed by termination without “Cause” or for “Good Reason”($) | Termination of Employment without “Cause” or for“Good Reason”($) | Termination of Employment because of Deathor Disability($) | Termination by the Executive Other Than for“Good Reason”($) (9) | ContinuedEmployment Following Change of Control($) (10) |
|---|---|---|---|---|---|
| M. Clint Green | |||||
| President and Chief Executive Officer | |||||
| Salary (1) | 42,115 | 42,115 | 42,115 | 42,115 | — |
| Bonus | — | — | — | — | — |
| Accelerated Vesting of RSUs (2) | 4,296,285 | — | 4,296,285 | — | 4,296,285 |
| Accelerated Vesting of CRSUs (3) | 1,216,746 | — | 1,216,746 | — | 1,216,746 |
| Totals | 5,555,146 | 42,115 | 5,555,146 | 42,115 | 5,513,031 |
| Christopher M. Paulsen | |||||
| Vice President, Chief Financial Officer and Treasurer | |||||
| Salary (1) | 47,678 | 47,678 | 47,678 | 47,678 | — |
| Bonus | — | — | — | — | — |
| Accelerated Vesting of RSUs (2) | 2,135,550 | — | 2,135,550 | — | 2,135,550 |
| Accelerated Vesting of CRSUs (3) | 568,100 | — | 568,100 | — | 568,100 |
| Totals | 2,751,328 | 47,678 | 2,751,328 | 47,678 | 2,703,650 |
| Christopher J. Wauson | |||||
| Vice President of Finance and Chief Operating Officer | |||||
| Salary (1) | 65,152 | 65,152 | 65,152 | 65,152 | — |
| Bonus | — | — | — | — | — |
| Accelerated Vesting of Phantom Units and RSUs (2) | 2,399,705 | — | 2,399,705 | — | 2,399,705 |
| Accelerated Vesting of CRSUs (3) | 342,585 | — | 342,585 | — | 342,585 |
| Totals | 2,807,442 | 65,152 | 2,807,442 | 65,152 | 2,742,290 |
| Christopher W. Porter | |||||
| Vice President, General Counsel and Secretary | |||||
| Salary (4)(7) | 468,222 | 468,222 | 33,222 | 33,222 | — |
| Bonus (5)(8) | 917,000 | 917,000 | 917,000 | — | — |
| Accelerated Vesting of RSUs and Phantom Units (2) | 3,072,271 | — | 3,072,271 | — | 3,072,271 |
| Accelerated Vesting of CRSUs (3) | 412,620 | — | 412,620 | — | 412,620 |
| Health and Welfare Plan Benefits (6) | 34,982 | 34,982 | — | — | — |
| Totals | 4,905,095 | 1,420,204 | 4,435,113 | 33,222 | 3,484,891 |
| Eric A. Scheller (11) | |||||
| Former Vice President and Chief Operating Officer | |||||
| Salary | — | — | — | — | — |
| Bonus | — | — | — | — | — |
| Accelerated Vesting of RSUs and Phantom Units | — | — | — | — | — |
| Accelerated Vesting of CRSUs | — | — | — | — | — |
| Totals | — | — | — | — | — |
(1)Includes accrued and unpaid salary and accrued and unused paid time off.
(2)In the event of the NEO’s cessation of service for any reason, other than as set forth below, 100% of the NEO’s Phantom Units and RSUs that have not vested prior to or in connection with such cessation of service shall be automatically forfeited. With respect to the Phantom Units and RSUs, if the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least 10 years in the case of the Phantom Units and five years (provided the award has been held for at least one year) in the case of RSUs, 60% of his then-unvested Phantom Units or RSUs will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO retires at or over age 68 and has been employed by us, our General Partner, or our affiliates for at least 10 years in the case of the Phantom Units and five years (provided the award has been held for at least a year) in the case of RSUs, 50% of his then-unvested Phantom Units or RSUs will be forfeited, and the remainder will vest, at the time of retirement. In the event of the death or Disability (as defined under the LTIP) of the NEO, 100% of the then-unvested Phantom Units and RSUs shall vest in full immediately prior to such NEO’s cessation of service due to death or Disability. In the event of a Change in Control (as defined under the LTIP), 100% of the NEO’s outstanding, unvested Phantom Units and RSUs would vest.
(3)In the event of the NEO’s cessation of service for any reason, other than as set forth below, 100% of the NEO’s CRSUs that have not vested prior to or in connection with such cessation of service shall be automatically forfeited. If the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least five years, 60% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our affiliates for at least five years, 50% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement; provided that, for the retirement vesting of CRSUs, the NEO must have held the award for at least a year. In the event of the death or Disability (as defined under the CRU Plan) of the NEO, 100% of the then-unvested CRSUs shall vest in full immediately prior to such NEO’s cessation of service due to death or Disability. In the event of a Change in Control (as defined under the CRU Plan), 100% of the NEO’s outstanding, unvested CRSUs would vest.
(4)The listed salary for Mr. Porter represents his accrued but unused paid time off and accrued and unpaid salary as of December 31, 2025 plus, with respect to the first two columns, his base salary as of December 31, 2025. Any accrued but unused paid time off owed to Mr. Porter would be paid within 30 days of the date of his termination of employment, and the base salary would be paid out as set forth in footnote 7 below.
(5)The listed bonus amount for Mr. Porter is his pro rata bonus awarded with respect to the year ended December 31, 2025, and his bonus awarded with respect to the year ended December 31, 2024.
(6)In the event of Mr. Porter’s termination by the Partnership without Cause or by the NEO with Good Reason, he and his eligible dependents will be entitled to continued health insurance benefits for the Coverage Period, as follows: (a) for the first 12 months of the Coverage Period, the Partnership will provide such health insurance coverage at its own expense (other than the NEO’s monthly cost-sharing contribution under the Partnership’s group health plan, as in effect at the time of the NEO’s Separation from Service); (b) for the following six months of the Coverage Period, such health insurance coverage will be at the NEO’s sole expense; and (c) for the final six months of the Coverage Period, the Partnership will be responsible for the proportion of the cost of such health insurance coverage that the NEO covered in the first 12 months of the Coverage Period; and the NEO will be responsible for the proportion that the Partnership covered during the first 12 months of the Coverage Period.
(7)The Employment Agreement for Mr. Porter provides that upon termination by the Partnership without Cause or by the NEO for Good Reason, the NEO is entitled to receive one times his base salary, payable in equal semi-monthly installments over the course of one year provided, that any such installment payments that would otherwise be paid prior to the Partnership’s first regular payroll date that occurs on or after the 60th day following the date of Employee’s Separation from Service (the “First Pay Date”) shall be paid on the First Pay Date. Upon the death of Mr. Porter during this one-year period, his salary payment will be accelerated and all remaining Severance Payments (as defined in the Employment Agreement) would be paid in a lump sum within 30 days of his death. If such termination occurs within two years after a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Severance Payment will be made in a lump sum on the first regular payroll date that occurs on or after 30 days of the NEO’s termination date.
(8)Upon the death or Disability (as defined in the Employment Agreement) of Mr. Porter, he (or his estate) will be entitled to his pro rata bonus awarded with respect to the year ended December 31, 2025, and his bonus awarded with respect to the year ended December 31, 2024
(9)In the event of the termination of employment by any of the NEOs without Good Reason, the NEO will be entitled to all earned but unpaid annual base salary and accrued paid time off.
(10)The NEOs are not entitled to a certain level of compensation in the event of continued employment following a Change in Control, but for purposes of this table it is assumed that the NEO would continue to receive a level of base salary, bonus, benefits, and other compensation in the event of continued employment following a Change in Control that is the same as, or similar to, the amounts shown in the Summary Compensation Table. Accordingly, no additional amounts are shown for salary, bonus, or health and welfare plan benefits because those amounts would remain as in effect at the time of the Change in Control, and only the acceleration values of outstanding equity-based awards at the time of a Change in Control have been reflected.
(11)Mr. Scheller left the Partnership effective April 4, 2025. In exchange for Mr. Scheller’s execution of the Scheller Separation Agreement, and as approved by our Compensation Committee, Mr. Scheller became entitled to (i) a separation payment of $432,600; (ii) vesting of 81,286 of Mr. Scheller’s Phantom Units; and (iii) a lump-sum payment of $12,623 representing the full cost of the premium for health insurance coverage under the Partnership’s health insurance plan through the end of the year. The amounts under (i) and (iii) were paid in a lump-sum payment following the effective date of the Scheller Separation Agreement. Mr. Scheller was also entitled to (i) $19,550 of accrued paid time off and (ii) $8,319 of earned but unpaid base salary, which amounts were paid in the next payroll cycle following
Mr. Scheller’s departure Under the terms of the Scheller Separation Agreement, Mr. Scheller released all claims against us, and agreed to certain non-disparagement, non-solicit, and confidentiality obligations. The total amount payable to Mr. Scheller upon his departure was $2,391,442.
CEO Pay Ratio
Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, require us to provide certain information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Clint Green (our “CEO”). The employees providing services to us are directly employed by USAC Management, therefore we do not have employees for purposes of the pay ratio rules. Rather than providing a pay ratio disclosure that contemplates no employees, we have determined that the disclosure that would be most aligned with the spirit of the pay ratio rules and that would provide our unitholders with more meaningful information would be to provide a ratio using the median employee from the USAC Management employee population. All references to “our” employees within this section shall refer to the applicable USAC Management employees.
For 2025, our last completed fiscal year:
The median of the annual total compensation of all employees (other than the CEO) was $115,435.
The annual total compensation of our CEO, reported in the Summary Compensation Table included elsewhere within this Form 10-K was $4,611,396.
Based on this information, for 2025 the ratio of the annual total compensation of Mr. Green to the median of the annual total compensation of all employees was reasonably estimated to be 39.95 to 1.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
We determined that, as of December 31, 2025, our employee population consisted of approximately 885 individuals with all of these individuals located in the U.S. This population consisted of our full-time employees, as we did not have any part-time employees, temporary employees or seasonal workers as of December 31, 2025.
We selected December 31, 2025, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner.
We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages, bonuses, compensation received from equity-based award vesting, and any other compensation items reported to the Internal Revenue Service on Form W-2 for 2025.
We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the U.S., we did not make any cost-of-living adjustments in identifying the median employee.
After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $115,435.
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Form 10-K.
Director Compensation
Officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates who also serve as directors do not receive additional compensation for their service as directors. Our directors who are not officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates receive cash and equity-based compensation for their services as directors. Our director compensation program is subject to revision by the Board from time to time.
The following table shows the total fees earned and other compensation paid in cash to each outside director during 2025.
| Name | FeesPaid in Cash($) | Unit Awards($) (1) | All OtherCompensation($) (2) | Total($) |
|---|---|---|---|---|
| Glenn E. Joyce | 130,000 | 106,912 | — | 236,912 |
| William S. Waldheim | 132,500 | 106,912 | — | 239,412 |
| John L. Wortham | 122,500 | 106,912 | — | 229,412 |
| Clifford A. Harris | 100,000 | 106,912 | — | 206,912 |
(1)Represents the grant date fair value of our RSUs, calculated in accordance with ASC Topic 718. For a detailed discussion of the assumptions utilized in coming to these values, please see Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data”. As of December 31, 2025, the outside members of the Board who receive equity-based awards held the following number of outstanding equity-based awards under the LTIP: Mr. Joyce: 8,572 Phantom Units and 4,494 RSUs; Mr. Waldheim: 8,572 Phantom Units and 4,494 RSUs; Mr. Wortham: 2,500 Phantom Units and 4,494 RSUs and Mr. Harris 2,500 Phantom Units and 4,494 RSUs. The RSUs granted in 2025 to Messrs. Joyce, Waldheim, Wortham and Harris vest incrementally, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the RSUs vesting on December 5, 2029. In the event of the director’s cessation of service due to death, Disability, or a Change in Control, 100% of his outstanding, unvested Phantom Units and any RSUs will vest immediately prior to such event.
(2)All Other Compensation excludes distribution payments in connection with DERs on unvested RSU and Phantom Unit awards because the dollar value of such distributions are factored into the grant date fair value reported in the “Unit Awards” column of the Summary Compensation Table at the time that the awards and related DERs were originally granted.
On July 30, 2018, the Board adopted the Amended and Restated Outside Director Compensation Policy (the “Director Compensation Policy”), which provides for: (i) an annual cash retainer of $100,000; (ii) an annual cash retainer for acting as the Chairman of the Audit Committee and for acting as Chairman of the Compensation Committee; (iii) an annual cash retainer for membership on the Audit Committee and for membership on the Compensation Committee; (iv) an undetermined fixed sum for membership on a special or conflicts committee; (v) an annual equity award with a value of $100,000; and (vi) a one-time director onboarding equity award of 2,500 Phantom Units or RSUs. All Phantom Units and RSUs granted pursuant to the Director Compensation Policy vest incrementally over five years and all outstanding, unvested Phantom Units and RSUs vest in full in the event of the director’s death, Disability, or upon a Change in Control (each as defined in the LTIP). In 2025, the above annual equity award was granted in the form of RSUs. The Director Compensation Policy does not provide for per meeting attendance fees.
The following chart summarizes the Director Compensation Policy as it applied in 2025.
| Compensation Element | Director Compensation Detail |
|---|---|
| Annual Cash Retainer | $100,000 |
| Committee Chair Cash Retainer | Audit Committee: $25,000Compensation Committee: $15,000 |
| Committee Membership Retainer (if not Committee Chair) | Audit Committee: $15,000Compensation Committee: $7,500 |
| Initial RSU Award | 2,500 RSUs |
| Annual RSU Award | $100,000 value |
| DERs on Unvested Phantom Units and RSUs | Yes (paid on a current basis) |
| Phantom Unit and RSU Vesting Schedule | 60% vest on third December 5 following grant40% vest on fifth December 5 following grant |
| Change-in-Control | Unvested Phantom Units and RSUs vest in full |
| Cessation of Service due to Death or Disability | Unvested Phantom Units and RSUs vest in full |
| Attendance Fee Per Meeting | None |
| Reimbursement of Out-of-Pocket Expenses | Yes |
| Indemnification | Yes, to fullest extent permitted under Delaware law |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.