GLOBAL PARTNERS LP
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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Item 11. Executive Compensation
All of our executive officers and substantially all of our employees are employed by our general partner, except for our gasoline station and convenience store employees who are employed by Global Montello Group Corp. (“GMG”) or SPR Operator LLC (“SPR Operator”) and certain union personnel. Our general partner does not receive any management fee or other compensation for its management of Global Partners LP. Our general partner and its affiliates are reimbursed for expenses incurred on our behalf. These expenses include the costs of employee, executive officer and director compensation and benefits properly allocable to Global Partners LP. Our partnership agreement provides that our general partner will determine the expenses that are allocable to Global Partners LP.
Compensation Discussion and Analysis
We are managed and operated by the executive officers of our general partner. Executive officers of our general partner receive compensation in the form of base salaries, short-term incentive awards (contractual and/or discretionary) and long-term incentive awards. They also are eligible to participate in employee benefit plans and arrangements sponsored by our general partner or its affiliates, including plans that may be established by our general partner or its affiliates in the future. Our named executive officers (“NEOs”) serve as executive officers of our general partner and each of our wholly-owned subsidiaries. The compensation described herein reflects their total compensation for services to us, our general partner and our subsidiaries.
In 2023, our NEOs were (i) Mr. Eric Slifka, our Chief Executive Officer (“CEO”); (ii) Mr. Gregory B. Hanson, our Chief Financial Officer (“CFO”); and (iii) the three most highly compensated executive officers of our general partner other than our CEO and CFO during 2023, who were Mr. Mark A. Romaine, our Chief Operating Officer (“COO”), Mr. Sean T. Geary, our Chief Legal Officer and Mr. Matthew Spencer, our Chief Accounting Officer. Each of our NEOs had an employment agreement with our general partner during 2023.
The compensation committee of the board of directors of our general partner (the “Compensation Committee”) has direct responsibility for the compensation of our CEO based upon (i) contractual obligations pursuant to any employment agreement or arrangement between our CEO and our general partner, and (ii) compensation parameters established by the Compensation Committee with respect to salary adjustments, incentive plans and discretionary bonuses, if any. The Compensation Committee also has oversight and approval authority for the compensation of our NEOs other than our CEO based upon our CEO's recommendations, including awards under any incentive plans in which the NEOs participate, and our general partner's contractual obligations pursuant to any employment agreements or arrangements with our NEOs.
Compensation Objectives
The objectives of our compensation program with respect to our NEOs are to attract, engage and retain individuals with the requisite knowledge, experience and skill sets required for our future success. Our compensation program is intended to motivate and inspire employee behavior that fosters high performance, and to support our overall business objectives. To achieve these objectives, we aim to provide each NEO with a competitive total compensation program. We currently utilize the following compensation components:
| ● | Base salaries and benefits designed to attract and retain high caliber employees; |
| ● | Short-term, performance-based incentive and discretionary cash and/or equity-based bonus awards designed to focus employees on key business objectives for a particular year; and |
| ● | Long-term, equity-based incentive awards designed to support the achievement of our long-term business objectives and the retention of key personnel. |
Compensation Methodology
Under our executive compensation structure, our goal is to target our NEOs’ total compensation within a competitive range of market benchmarks. Specific competitive positioning is determined based on various factors, including specifically the scope and responsibilities of the NEOs, their experience and tenure in their roles, and their performance. Overall Partnership performance and individual performance may result in realized compensation being higher or lower than the targeted compensation levels.
Our general partner uses a third-party compensation consultant to study and supply market compensation data and to assist our management and the Compensation Committee in formulating competitive compensation plans and arrangements. The Compensation Committee retained Meridian Compensation Partners, LLC (“MCP”) as its compensation consultant for 2023.
MCP is an independent compensation consulting firm and does not provide any services to us outside of matters pertaining to executive officer and director compensation. MCP reports directly to the Compensation Committee, which is solely responsible for determining the scope of services performed by MCP and the directions given to MCP regarding the performance of such services. MCP attends Compensation Committee meetings as requested by the Compensation Committee.
The Compensation Committee determined that the services provided by MCP to the Compensation Committee during 2023 did not give rise to any conflicts of interest. The Compensation Committee made this determination by assessing the independence of MCP under the six independence factors adopted by the SEC and incorporated into the NYSE Corporate Governance Listing Standards. Further, in making this assessment, the Compensation Committee considered MCP’s written correspondence to the Compensation Committee that affirmed the independence of MCP and the partners, consultants and employees who provide services to the Compensation Committee on executive and director compensation matters.
MCP worked with the Compensation Committee in 2023 to (i) review and update our reference group of peer companies for performance assessment purposes; (ii) help determine competitive compensation ranges and target compensation opportunities for each of our NEOs; (iii) review and consider the design of, create the payment grid for, and update performance targets, performance metrics and related award levels for our NEO under, our general partner’s short-term incentive plan (the “STIP”) for 2023; (iv) review and consider the design of, create the payment grid for, and update performance targets, performance metrics and related award levels for our NEOs under, our general partner’s long-term incentive plan (“LTIP”) for 2023; (v) assist with a review of updated information for current three-year (2022-2024) employment agreements for our NEOs; (vi) assist with compensation information related to the 2023 Form 10-K and support discussions between the Compensation Committee and our CEO; and (vii) assist with determination of compensation for independent directors.
Highlights of Compensation Program Policies for Named Executive Officers
The key highlights of our 2023 compensation program for our NEOs is outlined below:
| ● | A significant portion of total direct compensation for our NEOs is variable, dependent upon the Partnership’s actual performance (e.g., short-term, performance-based incentives and equity-based long-term incentives, some of which are performance-based); |
| ● | Annual equity awards; |
| ● | Performance-based incentive awards are capped at 200% of target; |
| ● | Performance-based incentive awards are earned based on achievement against pre-determined performance metrics, which are tied to our business plan and drive unitholder value; and |
| ● | The Compensation Committee engages the assistance of an independent compensation consultant. |
Elements of Compensation
Our NEO compensation structure utilizes complementary components to align our compensation with the needs of our business and to provide for desired levels of pay that competitively compensate our executive management personnel. We administer the program on the basis of total compensation. As described above, our goal is to target total compensation levels (i.e., base salary plus short- and long-term incentives) for our NEOs to fall within a competitive range of market benchmarks, which typically means between the median (50 th percentile) and 75 th percentile of compensation levels in our competitive marketplace. When we perform above or below our performance goals, we expect that result will be reflected in our compensation levels.
The elements of the 2023 NEO compensation of our general partner were base salaries, short-term incentive awards, discretionary bonuses, long-term equity incentive awards, retirement and health benefits, and perquisites consistent with those provided to executive officers generally and as may be approved by the Compensation Committee from time to time. Descriptions of the elements of the compensation program, their relationship to our compensation objectives, and principles used to guide their administration appear below:
| Component | Objective |
|---|---|
| Base salaries; other benefits and perquisites | Attract and retain high caliber employees. |
| Short-term (cash-based) awards; discretionary bonus awards | Focus employees on key business objectives for a particular year. |
| Long-term (equity-based and/or cash-based) awards | Support the achievement of our long-term business objectives and the retention of key personnel. |
We use base salaries to provide financial stability and to compensate our NEOs for fulfillment of their respective job duties.
Our STIP, along with the use of discretionary bonus awards, align a significant portion of our NEOs’ compensation with annual business performance and success, and provide rewards and recognition for key business outcomes such as achieving increased quarterly distributions in line with our financial results, expanding our distribution, marketing and sales of petroleum products, expanding our gasoline station and convenience store assets and the geographic markets that we serve, diversifying our product mix to enhance profitability, and effectively managing our business. Short-term performance-based incentives also allow flexibility to reward performance and individual success consistent with such criteria as may be established from time to time by our CEO and the Compensation Committee.
Our long-term equity awards and cash awards provide incentives and reward eligible participants for the achievement of long-term objectives, facilitate the retention of key employees by aligning their incentives with our long-term performance, continue to make our compensation mix more competitive, and align the interests of management with those of our unitholders.
We offer a mix of traditional employee benefits and other perquisites such as automobile fringe benefits and, for our CEO, country/golf club memberships that are tailored to address our NEOs’ individual needs in order to facilitate the performance of their job duties and to be competitive with the total compensation packages available to other executive officers generally.
2023 NEO Compensation
Base Salaries
Each NEO’s base salary is a fixed component of compensation for each year. Base salary is designed to compensate each NEO for his role and responsibilities and sustained individual performance (including experience,
scope of responsibility, results achieved and future potential). Historically, the base salaries for our NEOs with employment agreements have been set by the terms of their respective employment agreements in effect from time to time. In March 2023, the Compensation Committee ratified and approved increases in base salary for the NEOs with the exception of Mr. Slifka, based upon its desire to bring pay levels closer to competitive market levels. As such, the annualized base salaries in effect as of the end of 2023 for our NEOs were as follows: $1,000,000 for Mr. Slifka, $675,000 for Mr. Romaine; $475,000 for Mr. Hanson; $410,000 for Mr. Geary; and $325,000 for Mr. Spencer.
Short-Term Incentive Plans
Our general partner established a STIP for each of our NEOs in March 2023, at which time payout targets (expressed as a percentage of each NEO’s base salary) were established by the Compensation Committee. Target awards under our general partner’s 2023 STIP included a performance-based component, for which 50% of the cash bonus pool was available (the “STIP Performance Component”), and a discretionary component, for which the other 50% of the cash bonus pool was available (the “STIP Discretionary Component”). The STIP Performance Component of incentive awards earned under the 2023 STIP were based on the Partnership’s actual performance in relation to goals for (i) our earnings before interest, taxes, depreciation and amortization (“EBITDA”), with a 35% weighting towards the STIP Performance Component, and (ii) our distributable cash flow before payment to preferred unitholders (“DCF”), with a 15% weighting towards the STIP Performance Component(the EBITDA and DCF goals, collectively, the “2023 Performance Objective”). The 2023 Performance Objective was established by the Compensation Committee in May 2023. The EBITDA component of the 2023 Performance Objective was selected by the Compensation Committee because it represents an accurate indicator of our performance over a specific period of time. The DCF component of the 2023 Performance Objective was selected by the Compensation Committee because it represents an accurate indicator of our success to provide a cash return on our limited partners’ investment in us. EBITDA and DCF are discussed in more detail under “Results of Operations – Evaluating Our Results of Operations”. Under the 2023 STIP, due to unpredictable and volatile variables outside of the control of the Partnership that may positively or negatively impact the Partnership’s 2023 results of operations, for purposes of determining whether the 2023 Performance Objective was achieved, EBITDA may be adjusted by the Compensation Committee in its discretion to account for unusual, one-time factors that occurred during the year and could have increased or decreased EBITDA.
The Compensation Committee ratified and approved increases in the STIP target values for the NEOs under the 2023 STIP as compared to the 2022 STIP based upon its desire to bring pay levels closer to competitive market levels. The 2023 incentive target values were: 150% (or $1,500,000) for Mr. Slifka; 100% (or $675,000) for Mr. Romaine; 85% (or $404,000) for Mr. Hanson; 80% (or $328,000) for Mr. Geary; and 75% (or $244,000) for Mr. Spencer. 50% of the incentive target value for each NEO was allocated to their STIP Performance Component and 50% was allocated to their STIP Discretionary Component.
STIP Performance Component (50% of the incentive target value).—Under the terms of the 2023 STIP, each NEO could have earned between 0% and 200% of their respective incentive target value based on achieved performance against pre-set performance goals, specifically EBITDA (weighted at 70% of the STIP Performance Component) and DCF (weighted at 30% of the STIP Performance Component). With respect to the EBITDA performance goal, the threshold was set at $225,000,000, the target was set at $300,000,000 and the maximum was set at $330,000,000. With respect to the DCF performance goal, the threshold was set at $117,774,750, the target was set at $157,033,000 and the maximum was set at $172,736,300. If the applicable threshold was not achieved for the EBITDA performance goal and the DCF performance goal, then no amounts would have been paid under the 2023 STIP with respect to the STIP Performance Component.
With respect to the EBITDA performance goal, we exceeded the maximum level of performance based on our EBITDA of $356,363,000. With respect to the DCF performance goal, we also exceeded the maximum level of performance based on our DCF of $202,709,000. Accordingly, our NEOs received the following payouts under the STIP Performance Component for 2023: $1,500,000 for Mr. Slifka; $675,000 for Mr. Romaine; $404,000 for Mr. Hanson; $328,000 for Mr. Geary; and $244,000 for Mr. Spencer.
STIP Discretionary Component (50% of the incentive target value).—The STIP Discretionary Component is intended to be used as a discretionary award, allowing the Compensation Committee to analyze other factors that it may
consider for determining the STIP Discretionary Component. Such factors may include, without limitation, market factors and significant acquisitions, developments and ventures accomplished by us, management of our business in the face of adverse market conditions and, as may be applicable, the contributions of any or all of the NEOs. Mr. Slifka’s evaluation of our NEOs’ performance in 2023 included the recognition that their individual and collective performances were excellent, completing over $400 million in transformative acquisitions and investments which significantly increased our operational footprint (providing additional scale, diversification and opportunities for growth), strong financial performance exceeding both EBITDA and DCF goal ranges, continued optimization of our existing business, and prudent and proactive balance sheet management (including significant and successful capital raising to facilitate acquisitions), enhancing liquidity and strengthening our balance sheet.
In considering whether, and in what amount(s), to grant any or all of our NEOs 2023 STIP Discretionary Component awards, the Compensation Committee recognized that our business performance in 2023 was strong, with our leadership team successfully managing external challenges and fulfilling many important initiatives. The Compensation Committee noted that our NEOs, individually and collectively, have continued to effectively oversee development of activities and staffing consistent with our strategies and growth objectives, and that they encourage the identification of and response to new opportunities as they arise. The following initiatives were undertaken by us under the leadership of Mr. Slifka and executed by our NEOs to strategically continue to acquire, invest in and optimize synergistic, high-quality assets that complement our operational capabilities, strengthen our balance sheet, and enhance our liquidity in order to be in a position to pursue opportunities fundamental to our growth strategy. Our 2023 initiatives included:
| ● | On December 21, 2023, we completed the acquisition of twenty-five (25) refined product terminals along the Atlantic Coast, in the Southeast and in Texas from Motiva Enterprises LLC (“Motiva”), which terminals have an aggregate shell capacity of approximately 8.4 million barrels. The acquisition is underpinned by a twenty-five (25) year take-or-pay throughput agreement with Motiva that includes minimum annual revenue commitments. The purchase price was approximately $312.2 million, including inventory. |
| ● | On June 1, 2023, Spring Partners Retail LLC, a joint venture owned by us and Exxon Mobil Corporation (the “Spring Partners JV”), completed its acquisition of 64 Houston-area convenience and fueling facilities from certain Landmark entities. The Spring Partners JV’s assets are managed and operated by SPR Operator LLC, our wholly owned and indirect subsidiary. |
| ● | On October 23, 2023, we, through our wholly owned subsidiary, Global Everett Landco, LLC, and Everett Investor LLC entered into a Limited Liability Company Agreement of Everett Landco GP, LLC to form a joint venture to acquire, decommission and redevelop the former ExxonMobil terminal in Everett, MA (the “Joint Venture”). Everett Investor LLC is an entity controlled by an affiliate of The Davis Companies, a company primarily involved in the acquisition, development, management and sale of commercial real estate. We agreed to invest up to $30.0 million for an initial 30% ownership interest in the Joint Venture. |
| ● | On February 2, 2023, we amended our credit agreement to, among other things, (i) permit us to request up to two reallocations per calendar year (each, a “Reallocation”) of a portion of the working capital commitment, the aggregate working capital interim commitment, and/or the aggregate revolver commitment to the aggregate working capital commitment, the aggregate working capital interim commitment and/or the aggregate revolver commitment, as applicable, each such Reallocation to be a minimum of $50 million and, after giving effect to any such Reallocation, the amount of the aggregate commitments shall remain the same; and (ii) Reallocation of $150 million of the aggregate working capital commitment to the aggregate revolver commitment, effective February 2, 2023, after which the aggregate working capital commitments are $950 million, and the revolver commitment is $600 million. |
| ● | On December 7, 2023, we amended our credit agreement to, among other things, (i) reallocate $300 million of the aggregate working capital commitment to the aggregate revolver commitment; and (ii) exercise the accordion feature in the credit agreement to increase the aggregate working capital interim commitments by $200 million. |
| ● | Continuing commitment to invest in our infrastructure. |
| ● | Continuing optimization of fuel margins and volumes in both our GDSO and Wholesale segments. |
| ● | Ongoing divestiture of non-strategic assets and optimization of our retail portfolio through strategic conversion class of trade conversions. |
Taking into account Mr. Slifka’s assessment, the Partnership’s results of operations for 2023, as well as the Compensation Committee’s review of the individual performance of each of our NEOs in 2023, the Compensation Committee awarded our NEOs the following payouts under the STIP Discretionary Component for 2023: $1,500,000 for Mr. Slifka; $675,000 for Mr. Romaine; $404,000 for Mr. Hanson; $328,000 for Mr. Geary; and $244,000 for Mr. Spencer.
Discretionary Bonuses
Our compensation program for NEOs contains a provision for the Compensation Committee to award discretionary bonus(es) to recognize significant contributions made by one or more of the NEOs during the course of the year. These are non-guaranteed awards and are not associated with any of our incentive plans. The Compensation Committee may make discretionary bonus awards to our CEO. Our CEO may also recommend discretionary bonus awards for any or all of the other NEOs for consideration and approval by the Compensation Committee for similar purposes.
On February 23, 2023, based on the specific contributions made by each NEO during their 2022 service, the Compensation Committee awarded the following discretionary cash bonuses to our NEOs which were paid in March 2023: $500,000 for Mr. Slifka; $287,500 for Mr. Romaine; $159,500 for Mr. Hanson; $140,500 for Mr. Geary; and $112,500 for Mr. Spencer. At the same time, the Compensation Committee also awarded to each of our NEOs a supplemental discretionary equity-based award under the LTIP for an equivalent grant date value as their discretionary cash bonus. The February 23, 2023 LTIP awards, which vested on February 23, 2024, were granted in the following amounts: 14,501 phantom units for Mr. Slifka; 8,338 phantom units for Mr. Romaine; 4,626 phantom units for Mr. Hanson; 4,075 phantom units for Mr. Geary; and 3,263 phantom units for Mr. Spencer. Please seeLong-Term Equity Incentive Awards—2023 Phantom Unit Awards.
Long-Term Equity Incentive Awards
The Compensation Committee uses time-based phantom unit awards (each, a “Time Phantom Unit Award”) and performance-based phantom units awards (each, a “Performance Unit Award”), each with distribution equivalent rights (“DERs”) under the LTIP in its NEO compensation design.
2023 Phantom Unit Awards.— On March 3, 2023, the Compensation Committee authorized the grant to each of our NEOs of a Performance Phantom Unit Award and a Time Phantom Unit Award. In addition, the Compensation Committee authorized the following two supplemental discretionary awards: (a) on February 23, 2023, awards each comprised of a (i) 50% cash component, and (ii) 50% Time Phantom Unit Award component that has a one (1) year cliff vest (see the table in the section titled “2023 NEO Compensation—*Discretionary Awards”*above); and (b) on May 3, 2023, a 2023 Time Phantom Unit Award with a two (2) year cliff vest as follows: 50,471 for Mr. Slifka; 33,647 for Mr. Romaine; 8,412 for Mr. Hanson; 8,412 for Mr. Geary; and 5,047 for Mr. Spencer.
The 2023 Performance Phantom Unit Awards represent the right to receive phantom units (or an equivalent amount of cash) in an amount up to 200% of the target number of phantom units subject to (i) such 2023 Performance Phantom Unit Award, and (ii) the NEO’s continued employment and satisfaction of performance criteria based on our DCF for a three (3) year cumulative performance period that begins on January 1, 2023 and ends on December 31, 2025, with the phantom units vesting upon completion of the overall three-year performance period and certification of the applicable level of achievement by the Compensation Committee. The Compensation Committee will calculate our cumulative DCF for the overall three-year performance period and, based on the aggregate results for such years, the number of phantom units earned under each 2023 Performance Phantom Unit Award could range from 0% to 200% of target. The Performance Phantom Unit Award targets are as follows: 64,378 for Mr. Slifka; 23,605 for Mr. Romaine; 16,309 for Mr. Hanson; 11,803 for Mr. Geary; and 7,869 for Mr. Spencer.
The 2023 Time Phantom Unit Awards represent the right to receive phantom units (or an equivalent amount of cash) on the applicable vesting date(s). On February 23, 2023, the Compensation Committee granted to our NEOs the following Time Phantom Unit Awards: 14,501 phantom units for Mr. Slifka; 8,338 phantom units for Mr. Romaine; 4,626 phantom units for Mr. Hanson; 4,075 phantom units for Mr. Geary; and 3,263 phantom units for Mr. Spencer, all of which vested on February 23, 2024. On March 3, 2023, the Compensation Committee granted to our NEOs the following Time Phantom Unit Awards: 64,377 phantom units for Mr. Slifka; 23,605 phantom units for Mr. Romaine; 16,309 phantom units for Mr. Hanson; 11,802 phantom units for Mr. Geary; and 7,868 phantom units for Mr. Spencer, all of which vested orare eligible to vest in three substantially equal installments on January 5 of 2024, 2025 and 2026, subject to the NEO’s continued employment through such vesting dates. On May 3, 2023, the Compensation Committee granted to our NEOs the following Time Phantom Unit Awards: 50,471 phantom units for Mr. Slifka; 33,647 phantom units for Mr. Romaine; 8,412 phantom units for Mr. Hanson; 8,412 phantom units for Mr. Geary; and 5,047 phantom units for Mr. Spencer, all of which will cliff vest on May 3, 2025, subject to the NEO’s continued employment through such vesting date.
The 2023 Time Phantom Unit Awards granted on March 3, 2023 represent our traditional annual equity incentive award grants designed to incentivize and reward our NEOs and provide a long-term retentive goal. The 2023 Time Phantom Unit Awards granted on February 23, 2023 and May 3, 2023 represent supplemental discretionary awards designed to reward the NEOs for their extraordinary performance in 2022 and the Partnership’s outstanding financial performance in 2022, as well as for positioning the Partnership for future growth and strength in the face of volatility in the commodity markets, geopolitical and logistical challenges, and a changing industry.
2022 Phantom Unit Awards— In 2022, each of our NEOs received (i) a performance-based phantom unit award with DERs (a “2022 Performance Phantom Unit Award”) and (ii) a time-based phantom unit award with DERs (a “2022 Time Phantom Unit Award”). The 2022 Performance Phantom Unit Awards are subject to three consecutive one-year performance periods, with the first one-year performance period having commenced on January 1, 2022. Based on the aggregate results for each of the three one-year performance subperiods within the overall three-year performance period, an NEO may earn between 0% and 200% of the target number of phantom units based on achieved performance against the applicable DCF performance goal for such one-year performance period. Generally, an NEO must be continuously employed over the three-year period ending on December 31, 2024 in order for any earned 2022 Performance Phantom Unit Awards to vest, subject to certain exceptions.
The 2022 Time Phantom Unit Awards represent the right to receive phantom units (or an equivalent amount of cash) and vested orare eligible to vest in three substantially equal installments on January 1 of 2023, 2024 and 2025 (as defined in the 2022 phantom unit award agreement under the LTIP), subject to the NEO’s continued employment through such vesting dates.
For a discussion of the treatment of the 2022 and 2023 Phantom Unit Awards in the event of certain termination events, see the section titled “Potential Payments upon Termination or Change of Control” below.
Long-Term Cash Incentive Awards
*Long-Term Cash Incentive Plans—*The Global Partners LP 2018 Long-Term Cash Incentive Plan (as amended from time to time, the “LTCIP”) allows the board of directors of our general partner or the Compensation Committee to
grant cash incentive awards (collectively, the “LTCIP Awards”) to our NEOs (as well as to other employees and directors) who provide services to the Partnership or its affiliates in recognition of their respective contributions to our financial results.
Once a portion of an LTCIP award vests, it is paid to the recipient as soon as practicable thereafter. Upon the occurrence of a Change of Control (as defined in the LTCIP), the unvested portion of such recipient’s LTCIP award(s) shall immediately become fully vested.
From 2018 through 2022, we granted awards to our NEOs under the LTCIP. However, no LTCIP awards were granted to our NEOs during 2023, as the Compensation Committee determined that it was more appropriate to grant phantom unit awards under the LTIP instead. For more information on such phantom unit awards, see the section titled “—Long-Term Equity Incentive Awards” above.
On June 10, 2022, the board of directors of our general partner granted awards under the LTCIP to our NEOs (each, a “2022 LTCIP Award”) in the following amounts: $4,500,000 for Mr. Slifka; $1,500,000 for Mr. Romaine; $600,000 for Mr. Hanson; $400,000 for Mr. Geary; and $600,000 for Mr. Spencer. Each 2022 LTCIP Award is subject to the following vesting schedule: 33.4% of the award vests on March 11, 2024, 33.3% of the award vests on March 11, 2025, and 33.3% of the award vests on March 11, 2026, subject to each NEO’s continued employment through such vesting dates.
In addition, on March 31, 2022, the board of directors of our general partner also granted awards under the LTCIP in the amount of $90,000 for Mr. Hanson and $50,000 for Mr. Geary in respect of their respective partial year of service prior to their becoming executive officers. We also refer to such awards as 2022 LTCIP Awards herein, which are subject to the following vesting schedule: 33.4% of the award vests on March 11, 2024, 33.3% of the award vests on March 11, 2025, and 33.3% of the award vests on March 11, 2026, subject to each such NEO’s continued employment through such vesting dates.
On October 22, 2021, the board of directors of our general partner granted awards under the LTCIP to our NEOs (each, a “2021 LTCIP Award”) in the following amounts: $3,500,000 for Mr. Slifka; $1,300,000 for Mr. Romaine; and $600,000 for Mr. Spencer. Each 2021 LTCIP Award is subject to the following vesting schedule: 33.4% of the award vested on July 10, 2023, 33.3% of the award vests on July 10, 2024, and 33.3% of the award vests on July 10, 2025, subject to each such NEO’s continued employment through such vesting dates.
On August 25, 2020, the board of directors of our general partner granted awards under the LTCIP to our NEOs (each, a “2020 LTCIP Award”) in the following amounts: $3,300,000 for Mr. Slifka; $1,200,000 for Mr. Romaine; and $400,000 for Mr. Spencer. Each 2020 LTCIP Award is subject to the following vesting schedule: 33.4% of the award vested on September 25, 2022, 33.3% of the award vested on September 25, 2023, and 33.3% of the award vests on September 25, 2024, subject to each such NEO’s continued employment through such vesting dates.
Retirement and Health Benefits; Perquisites
Global Partners 401(k) Savings and Profit Sharing Plan
The Global Partners LP 401(k) Savings and Profit Sharing Plan (the “Global 401(k) Plan”) permits all eligible employees (including our NEOs) to make voluntary pre-tax contributions to the plan, subject to applicable tax limitations. The Global 401(k) Plan provides for employer matching contributions equal to 100% of elective deferrals up to the first 3% of eligible compensation plus 50% of elective deferrals up to the next 2% of eligible compensation. Eligible employees may elect to contribute up to 100% of their compensation to the plan for each plan year, subject to annual dollar limitations. Participants in the plan are always fully vested in any matching contributions under the plan; however, discretionary profit sharing contributions are subject to a six-year vesting schedule. The plan is intended to be tax-qualified under Section 401(a) of the Code so that contributions to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan, and so that our general partner's contributions, if any, will be deductible when made.
Pension Benefits
Each of our NEOs, other than Messrs. Hanson and Spencer, is eligible to participate in our general partner's pension plan in accordance with our general partner’s policies and on the same general basis as other employees of our general partner. Under our general partner’s pension plan, an employee becomes fully vested in his or her pension benefits after completing five years of service or, if earlier, upon termination due to death or disability. Please read “Other Benefits—Pension Benefits” for information with respect to eligibility standards and calculations of estimated annual pension benefits payable upon retirement under the pension plan. Our general partner’s pension plan was frozen on December 31, 2009, and notice of its termination election effective as of December 31, 2023 was delivered to plan participants on November 1, 2023. Settlement of obligations is expected to be completed in the second half of 2024.
Other Benefits
Each of our NEOs is eligible to participate in our general partner's health insurance plans and other employee benefit plans in accordance with our general partner’s policies and on the same general basis as other employees of our general partner.
Additional perquisites for our NEOs may include payment of premiums for long-term disability insurance, automobile fringe benefits and club membership dues and, in 2021 only, with respect to our CEO, payment of fees for professional financial planning, tax and/or legal advice.
Employment Agreements
Each of our NEOs entered into a new three-year employment agreement with our general partner effective as of January 1, 2022. We believe that the post-termination and change in control payments in the employment agreements allow our NEOs to focus on making business decisions that maximize our interests and the interests of our unitholders without allowing personal considerations to influence the decision-making process. Please read “Potential Payments upon Termination or Change of Control” for a discussion of the provisions in each employment agreement relating to termination, change in control and related payment obligations.
Tax Deductibility of Compensation
With respect to the deduction limitations imposed under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), we are a limited partnership and do not meet the definition of a “corporation” under Section 162(m). Accordingly, such limitations do not apply to compensation paid to our NEOs.
Clawback Policy
On November 7, 2023, we adopted the Global Partners LP Clawback Policy (the “Clawback Policy”). The
Clawback Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listing Company Manual. Under the terms of the Clawback Policy, in the event of a restatement of our financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws, the Compensation Committee shall take reasonably prompt action to cause us to recover the amount of any incentive compensation granted, awarded or paid to a covered employee within the preceding 36-month period to the extent the value of such compensation was in excess of the amount of incentive compensation that would have been granted, awarded or paid had the financial statements been in compliance with the financial reporting requirements. Each executive officer, including our NEOs and certain former executive officers, are considered “Covered Persons” for purposes of the Clawback Policy.
Anti-Hedging and Pledging Policies
Our Insider Trading Policy prohibits our NEOs from engaging in speculative transactions involving our securities (such as our common units), including buying or selling puts or calls, short sales, purchasing securities on margin, or otherwise hedging the risk of ownership of such securities. The Insider Trading Policy also prohibits our NEOs from pledging our securities as collateral.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this Form 10-K.
Robert W. Owens (Chair)
John T. Hailer
Robert J. McCool
Clare McGrory
Jaime Pereira
February 27, 2024
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently comprised of Robert W. Owens (Chair), John T. Hailer, Robert J. McCool, Clare McGroryand Jaime Pereira. Clare McGrory was appointed to the board of directors of our general partner and became a member of the Compensation Committee effective March 1, 2023. None of the members of the Compensation Committee are officers or employees of our general partner or any of its affiliates. Mr. Richard Slifka has served as Chairman of our general partner’s board of directors since March 12, 2014 and previously served as Vice-Chairman of our general partner’s board of directors since its inception. Mr. Eric Slifka has served as Vice-Chairman of our general partner’s board of directors since March 12, 2014.
Compensation of Named Executive Officers
The following table sets forth certain information with respect to compensation during 2023, 2022 and 2021 of our NEOs.
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Change in · · · | |||||||||||||||||
| | | | | | | | | | | | | Pension Value | | | | | |
| | | | | | | | | | | | | and Deferred | | | | | |
| | | | | | | | | | | Non‑Equity | | Nonqualified | | | | | |
| | | | | | | Unit | | | | Incentive Plan | | Compensation | | All Other | | | |
| Name and Principal | | | | Salary | | Awards | | Bonus | | Compensation | | Earnings | | Compensation | | Total | |
| Position | | Year | | ($)(1) | | ($)(2) | | ($)(3) | | ($)(4) | | ($)(5) | | ($)(6) | | ($) | |
| Eric Slifka | 2023 | 1,000,000 | 6,499,980 | | 500,000 | 7,500,000 | 7,606 | 81,871 | 15,589,457 | | |||||||
| President and CEO | 2022 | 1,000,000 | 3,929,415 | | — | 6,500,000 | — | 67,181 | 11,496,596 | | |||||||
| | 2021 | 1,000,000 | — | | — | 5,500,000 | — | 92,919 | 6,592,919 | | |||||||
| Gregory B. Hanson | 2023 | 475,000 | 1,549,508 | | 159,500 | 1,498,000 | — | 60,659 | 3,742,667 | | |||||||
| Chief Financial Officer | | 2022 | 425,000 | 785,894 | | — | 1,328,000 | — | 51,518 | 2,590,412 | | ||||||
| | 2021 | 292,468 | — | | 250,000 | 400,000 | — | 42,634 | 985,102 | | |||||||
| Mark A. Romaine | 2023 | 675,000 | 2,937,473 | | 287,500 | 2,850,000 | 1,323 | 56,933 | 6,808,229 | | |||||||
| Chief Operating Officer | 2022 | 575,000 | 1,571,760 | | — | 2,650,000 | — | 49,261 | 4,846,021 | | |||||||
| | | 2021 | 575,000 | — | | — | 2,450,000 | 2,286 | 42,455 | 3,069,741 | | ||||||
| Matthew Spencer | 2023 | 325,000 | 812,513 | | 112,500 | 1,088,000 | — | 53,540 | 2,391,553 | | |||||||
| Chief Accounting Officer | 2022 | 300,000 | 505,222 | | — | 1,050,000 | — | 53,414 | 1,908,636 | | |||||||
| | | 2021 | 300,000 | — | | — | 600,000 | — | 48,655 | 948,655 | | ||||||
| Sean T. Geary | 2023 | 410,000 | 1,574,994 | | 140,500 | 1,106,000 | 724 | 59,786 | 3,292,004 | | |||||||
| Chief Legal Officer and Secretary | 2022 | 375,000 | 561,345 | | — | 1,012,000 | — | 46,767 | 1,995,112 | | |||||||
| (1) | Amounts reported in this column reflect the base salary earned by our NEOs for services performed during the applicable fiscal year. |
| (2) | The grant date fair value of the 2023 Performance Phantom Unit Awards and 2023 Time Phantom Unit Awards granted to our NEOs are determined in accordance with FASB ASC Topic 718. Regarding assumptions underlying the valuation of these equity awards, please see Note 18 to Consolidated Financial Statements. Amounts in this column reflect the total of the following for 2023: |
| a. | The grant date fair value of the February 23, 2023 Time Phantom Unit Awards granted to our named executed officers is calculated using the closing price of our common units on the grant date ($34.48) and is $499,994 for Mr. Slifka, $159,504 for Mr. Hanson, $287,494 for Mr. Romaine, $112,508 for Mr. Spencer and $140,506 for Mr. Geary. |
| b. | The grant date fair value of the March 3, 2023 Time Phantom Unit Awards granted to our named executed officers is calculated using the closing price of our common units on the grant date ($34.95) and is $2,249,976 for Mr. Slifka, $570,000 for Mr. Hanson, $824,995 for Mr. Romaine, $274,987 for Mr. Spencer and $412,480 for Mr. Geary. |
| c. | The grant date fair value of the 2023 Performance Phantom Unit Awards is based on achievement of the target level of performance with respect to the applicable performance criteria and is $2,250,011 for Mr. Slifka, $570,000 for Mr. Hanson, $824,995 for Mr. Romaine, $275,022 for Mr. Spencer, and $412,515 for Mr. Geary. Assuming that, instead of target, the highest level of performance with respect to the applicable performance criteria is achieved, the aggregate grant date fair value of the 2023 Performance Phantom Units would be $4,500,022 for Mr. Slifka, $1,139,999 for Mr. Hanson, $1,649,990 for Mr. Romaine, $550,043 for Mr. Spencer, and $825,030 for Mr. Geary. |
| d. | The grant date fair value of the May 3, 2023 Time Phantom Unit Awards granted to our named executed officers is calculated using the closing price of our common units on the grant date ($29.72) and is $1,499,998 for Mr. Slifka, $250,005 for Mr. Hanson, $999,989 for Mr. Romaine, $149,997 for Mr. Spencer and $250,005 for Mr. Geary. |
| (3) | In 2023, Messrs. Slifka, Hanson, Romaine, Spencer and Geary were paid discretionary bonuses of $500,000, $159,500, $287,500, $112,500, and $140,500, respectively, for services performed during 2022. No discretionary bonuses were paid to our NEOs for services performed during 2021. The amounts shown in the table above do not reflect long-term incentive awards granted in 2023 or discretionary cash bonuses paid after the date of this report as such long-term incentive awards were granted in 2023, and such discretionary cash bonuses have not yet been paid as of the date of this Annual Report on Form 10-K. |
| (4) | Amounts reported in this column reflect the bonuses paid to each of the NEOs for services performed during 2023, 2022 and 2021, which were determined in accordance with our general partner’s Short-Term Incentive Plans described above under “Elements of Compensation—Short-Term Incentive Plans” and our general partner’s Long-Term Cash Incentive Plans described above under “Elements of Compensation—Long-Term Cash Incentive Awards.” Note that: (i) the amounts reported in this column do not reflect the grant date fair value of bonuses or non-equity incentive plan compensation granted to the NEOs in respect of their service during 2022, 2021 or 2020; and (ii) payment of the 2023 STIP was accelerated and paid in December 2022. |
| (5) | Messrs. Hanson and Spencer are not eligible to participate in our general partner’s pension plan because it was frozen prior to their commencement of employment with us. |
| (6) | With respect to Mr. Slifka, “All Other Compensation” for the years ended December 31, 2023, 2022 and 2021 includes, among other things, (a) club membership dues, and (b) with respect to 2021 only, professional financial planning and tax advice fees, paid by us in the amounts of $23,960 for 2023; $15,754 for 2022; $23,518 and $26,700, respectively, for 2021. The amounts in this column for 2023 are described further in the All Other Compensation table below. |
All Other Compensation Table
The following table describes each component of the “All Other Compensation” column of the Summary Compensation Table for the fiscal year ended December 31, 2023:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Employer · · · · · · | |||||||||
| · Contributions to · · Personal · | |||||||||
| · · Global 401(k) · · Club Membership · · Benefits · · Total All Other | |||||||||
| Name | | Plan ($) | | Dues ($) | | ($)(1) | | Compensation ($) | |
| Eric Slifka | | 12,200 | | 23,960 | | 45,711 | | 81,871 | |
| Gregory B. Hanson | | 12,713 | | — | | 47,946 | | 60,659 | |
| Mark A. Romaine | | 13,200 | | — | | 43,733 | | 56,933 | |
| Matthew Spencer | | 9,916 | | — | | 43,624 | | 53,540 | |
| Sean T. Geary | | 13,200 | | — | | 46,586 | | 59,786 | |
| (1) | The amounts in this column include the estimated incremental cost of an automobile provided by us for the NEO’s use; medical and dental premiums (or opt-out payments for declining coverage under our group healthcare policies) paid by us; and life insurance and long-term disability premiums paid by us. |
Grants of Plan-Based Awards
The following table sets forth information regarding non-equity awards and equity awards granted to the NEOs in 2023.
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Estimated Possible Payouts Under · Estimated Possible Payouts Under · · | |||||||||||||||||||
| · · · · Non-Equity Incentive Plan Awards (2) · · Equity Incentive Plan Awards (3) · · · · Grant Date | |||||||||||||||||||
| · · Award · · Minimum · · · · Minimum · · · · All Other · · Fair Value of | |||||||||||||||||||
| | | Type | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Awards | | Unit Awards | |
| Name | | (1) | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#)(4) | | ($)(5) | |
| Eric Slifka | | (a) | 525,000 | | 1,500,000 | | 3,000,000 | | — | | — | | — | | — | | — | | |
| | | (b) | | — | | — | | — | | — | | — | | — | | 14,501 | | 499,994 | |
| | | (c) | | — | | — | | — | | — | | — | | — | | 64,377 | | 2,249,976 | |
| | | (d) | | — | | — | | — | | — | | — | | — | | 50,471 | | 1,499,998 | |
| | | (e) | | — | | — | | — | | 22,532 | | 64,378 | | 128,756 | | — | | 2,250,011 | |
| Gregory B. Hanson | | (a) | 141,400 | 404,000 | 808,000 | | — | — | — | | — | | — | | |||||
| | | (b) | | — | | — | | — | | — | | — | | — | | 4,626 | | 159,504 | |
| | | (c) | | — | | — | | — | | — | | — | | — | | 16,309 | | 570,000 | |
| | | (d) | | — | | — | | — | | — | | — | | — | | 8,412 | | 250,005 | |
| | | (e) | | — | | — | | — | | 5,708 | | 16,309 | | 32,618 | | — | | 570,000 | |
| Mark A. Romaine | | (a) | 236,250 | 675,000 | 1,350,000 | | — | — | — | | — | | — | | |||||
| | | (b) | | — | | — | | — | | — | | — | | — | | 8,338 | | 287,494 | |
| | | (c) | | — | | — | | — | | — | | — | | — | | 23,605 | | 824,995 | |
| | | (d) | | — | | — | | — | | — | | — | | — | | 33,647 | | 999,989 | |
| | | (e) | | — | | — | | — | | 8,262 | | 23,605 | | 47,210 | | — | | 824,995 | |
| Matthew Spencer | | (a) | 85,400 | 244,000 | 488,000 | | — | — | — | | — | | — | | |||||
| | | (b) | | — | | — | | — | | — | | — | | — | | 3,263 | | 112,508 | |
| | | (c) | | — | | — | | — | | — | | — | | — | | 7,868 | | 274,986 | |
| | | (d) | | — | | — | | — | | — | | — | | — | | 5,047 | | 149,997 | |
| | | (e) | | — | | — | | — | | 2,754 | | 7,869 | | 15,738 | | — | | 275,022 | |
| Sean T. Geary | | (a) | 114,800 | 328,000 | 656,000 | | — | — | — | | — | | — | | |||||
| | | (b) | | — | | — | | — | | — | | — | | — | | 4,075 | | 140,506 | |
| | | (c) | | — | | — | | — | | — | | — | | — | | 11,802 | | 412,480 | |
| | | (d) | | — | | — | | — | | — | | — | | — | | 8,412 | | 250,005 | |
| | | (e) | | — | | — | | — | | 4,131 | | 11,803 | | 23,606 | | — | | 412,515 | |
| (1) | Award types: |
| (a) | STIP – Grant date: March 3, 2023 |
| (b) | 2023 Time Phantom Unit Awards – Grant date: February 23, 2023 |
| (c) | 2023 Time Phantom Unit Awards – Grant date: March 3, 2023 |
| (d) | 2023 Time Phantom Unit Awards – Grant date: May 3, 2023 |
| (e) | 2023 Performance Phantom Unit – Grant date: August 22, 2023; priced on approval date of March 3, 2023 |
| (2) | For calendar year 2023, each NEO’s STIP award consisted of the STIP Performance Component (weighted 50%) and the STIP Discretionary Component (weighted 50%). Amounts shown represent the “threshold,” “target” and “maximum” amounts payable under the STIP awards. On February 26, 2024, the Compensation Committee determined that two hundred percent (200%) of the STIP Performance Component and two hundred percent (200%) of the STIP Discretionary Component were earned by the NEOs for calendar year 2023. Actual payout of the STIP awards (the Performance Component and the Discretionary Component) for calendar year 2023 is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |
| (3) | This column includes the threshold, target, and maximum payouts under the 2023 Performance Phantom Unit Awards granted to the NEOs. For more information on these awards, see “Elements of Compensation—Long-Term Equity Incentive Awards.” |
| (4) | This column includes the 2023 Time Phantom Unit Awards granted to the NEOs. For more information on these awards, see “Elements of Compensation—Long-Term Equity Incentive Awards.” |
| (5) | Amounts in this column reflect the grant date fair value of 2023 Performance Phantom Unit Awards and 2023 Time Phantom Unit Awards granted to our NEOs are determined in accordance with FASB ASC Topic 718. For more information on the assumptions underlying the valuation of these equity awards, please see Note 19 to Consolidated Financial Statements. |
Outstanding Equity Awards at Fiscal Year End
The following table presents the full amount of the equity awards held by our NEOs as of December 31, 2023, which consist of time-based and performance-based phantom units granted on June 8, 2022, February 23, 2023, March 3, 2023 and May 5, 2023 under the LTIP. The awards shown on the table below were the only equity awards held by the NEOs at the end of the last fiscal year:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Performance Phantom Unit Awards · | |||||||||
| | | | | | | Equity Incentive | | Equity Incentive | |
| · · Time Phantom Unit Awards · · Plan Awards · · Plan Awards · | |||||||||
| · · Number of · Market Value of · Number of · Market Value of | |||||||||
| · · Units That Have · · Units That Have · · Units That Have · · Units That Have | |||||||||
| Name · · Not Vested (#)(1) · · Not Vested ($)(2) · · Not Vested (#)(3) · · Not Vested ($)(2) | |||||||||
| Eric Slifka | | 175,371 | 7,419,947 | 266,824 | 11,289,323 | | |||
| Gregory B. Hanson | | 38,551 | | 1,631,093 | | 60,232 | | 2,548,416 | |
| Mark A. Romaine | | 83,998 | | 3,553,955 | | 102,438 | | 4,334,152 | |
| Matthew Spencer | | 22,095 | 934,839 | 33,490 | 1,416,962 | | |||
| Sean T. Geary | | 30,863 | 1,305,814 | 43,330 | 1,833,292 | | |||
| (1) | Reflects the following Awards: |
| a. | 2022 Time Phantom Unit Awards, which vest over a three-year period, with one-third of the award having vested on January 1, 2023, one-third of the award having vested on January 1, 2024, and the final one-third of the award scheduled to vest on January 1, 2025. |
| b. | 2023 Time Phantom Unit Awards granted on February 23, 2023, which vested in full on February 23, 2024. |
| c. | 2023 Time Phantom Unit Awards granted on March 3, 2023, which vest over a three-year period, with one-third of the award having vested on January 5, 2024, one-third of the award scheduled to vest on January 5, 2025, and the final one-third of the award scheduled to vest on January 5, 2026. |
| d. | 2023 Time Phantom Unit Awards granted on May 3, 2023, which vest in full on May 3, 2025. |
| (2) | The market value of unvested 2022 and 2023 Performance Phantom Unit Awards and Time Phantom Unit Awards is calculated based on the closing price of our common units on December 29, 2023 (the last trading day of 2023), which was $42.31. With respect to the 2022 and 2023 Performance Phantom Unit Awards, the amount shown is based on achievement of 200% of target performance with respect to the applicable performance criteria. |
| (3) | Reflects the target number of phantom units subject to the 2022 Performance Phantom Unit Awards and the 2023 Performance Phantom Unit Awards, which vest after a three-year performance period that consists of three one-year performance subperiods, based on the level of achievement with respect to the applicable performance criteria during such period. The number of phantom units earned could range from 0% to 200% of the target number of phantom units subject to each 2022 Performance Phantom Unit Award and each 2023 Performance Phantom Unit Award. |
Units Vested in the 2023 Fiscal Year
The following table presents phantom units awarded to the NEOs that vested during the year ended December 31, 2023:
| | | | | | |
|---|---|---|---|---|---|
| · · Unit Awards | |||||
| · Number of · Market Value of | |||||
| · · Vested · · Vested | |||||
| Name · · Phantom Units (#) · · Phantom Units ($)(1) | |||||
| Eric Slifka | 23,012 | 797,596 | | ||
| Gregory B. Hanson | 4,603 | 159,540 | | ||
| Mark A. Romaine | | 9,205 | | 319,045 | |
| Matthew Spencer | | 2,959 | | 102,559 | |
| Sean T. Geary | | 3,288 | | 113,962 | |
| (1) | The market values of these phantom units shown in the table above were calculated based on the price of $34.66 per common unit on December 30, 2022, the last business day before the vesting date of such phantom units. |
Potential Payments upon a Change of Control or Termination
The following tables show potential payments to each of our NEOs under contracts, agreements, plans or arrangements, whether written or unwritten (including the employment agreements with each of our NEOs that were in effect as of December 31, 2023), for various scenarios involving a change of control or termination of employment of each such NEO assuming a December 31, 2023 termination date. In addition, amounts reflected in the tables below with respect to LTIP awards were calculated based on the closing price of our common units of $42.31 per unit as of December 29, 2023, which was the last day on which the market was open in 2023.
LTIP Awards.
If an officer’s employment with our general partner is terminated by our general partner without cause or by the NEO for good reason, the NEO will be deemed to have satisfied the continued employment requirement with respect to the phantom units subject to the NEO’s 2022 or 2023 Performance Phantom Unit Award and such phantom units will be eligible to become earned based on actual achievement with respect to the applicable performance criteria; provided that, if such termination without cause or for good reason occurs within the 24-month period following a change in control, the number of phantom units that become earned will be equal to the greater of (i) the target number of phantom units subject to the 2022 or 2023 Performance Phantom Unit Award, and (ii) the number of phantom units that would become earned based on actual achievement with respect to the applicable performance criteria through the date of the change in control.
If a NEO’s employment with our general partner is terminated due to death or disability, the NEO will be deemed to have satisfied the continued employment requirement with respect to a portion of the unvested phantom units subject to the NEO’s 2022 or 2023 Performance Phantom Unit Award based on the number of days that the NEO was employed between the performance period commencement date and the date of termination and such phantom units will be eligible to become earned based on actual achievement with respect to the applicable performance criteria. If a NEO’s employment with our general partner is terminated by our general partner due to retirement, the Compensation Committee will generally have sole discretion to determine whether the NEO will be deemed to have satisfied the service requirement with respect to any or all of the phantom units subject to the NEO’s 2022 or 2023 Performance Phantom Unit Award, which phantom units would then be eligible to become earned based on actual achievement with respect to the applicable performance criteria. If a NEO’s employment with our general partner is terminated by our general partner for cause or by the NEO other than for good reason, all unvested phantom units subject to such NEO’s 2022 or 2023 Performance Phantom Unit Award will immediately be forfeited.
If a NEO’s employment with our general partner is terminated by our general partner without cause or by the NEO for good reason, all unvested phantom units subject to the NEO’s 2022 or 2023 Time Phantom Unit Award will immediately vest. If a NEO’s employment with our general partner is terminated due to death or disability, a portion of the unvested phantom units subject to the NEO’s 2022 or 2023 Time Phantom Unit Award will immediately vest based on the number of days that the NEO was employed between the vesting commencement date and the date of termination. If a NEO’s employment with our general partner is terminated by our general partner due to retirement, the Compensation Committee will generally have sole discretion to determine whether any or all of the unvested phantom units subject to the NEO’s 2022 or 2023 Time Phantom Unit Award will vest or be forfeited. If a NEO’s employment with our general partner is terminated by our general partner for cause or by the NEO other than for good reason, all unvested phantom units subject to such NEO’s 2022 or 2023 Time Phantom Unit Award will immediately be forfeited. Upon vesting of each 2022 or 2023 Phantom Unit Award, phantom units will be settled in our common units unless the Compensation Committee decides, in its sole discretion, to settle such phantom units in cash or a combination of common units and cash.
LTCIP Awards. Certain of our NEOs were granted a 2022 LTCIP Award, a 2021 LTCIP Award, and a 2020 LTCIP Award. Each of these awards was accelerated and paid in December 2022. Upon a change of control event, the unvested portion of each of the LTCIP Awards held by our NEOs will become fully vested, which is reflected in the tables below.
Eric Slifka
If Mr. Slifka’s employment is terminated for any reason, he shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) any earned but unpaid bonus, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to him as of the date of termination (the “Slifka Accrued Obligations”).
If Mr. Slifka’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid (i) the Slifka Accrued Obligations, plus (ii) a lump sum payment equal to his then base salary multiplied by 200%, plus (iii) an amount equal to the target incentive amount under the then applicable short-term incentive plan multiplied by 200%, plus (iv) his interests in the long-term incentive plans, including (a) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the Long-Term Cash Incentive Plan, plus (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Slifka’s employment is terminated by our general partner without “Cause” or by Mr. Slifka for reasons constituting “Constructive Termination,” each as defined in the employment agreement, he shall be paid (i) the Slifka Accrued Obligations, plus (ii) a lump sum payment equal to his then base salary multiplied by 200% (provided, however, that this multiplier shall be 300% if Mr. Slifka terminates his employment for reasons constituting Constructive Termination and such termination occurs within 12 months following a “Change in Control” (as defined in the employment agreement)), plus (iii) an amount equal to the target incentive amount under the then applicable short-term incentive plan multiplied by 200% (provided, however, that this multiplier shall be 300% if Mr. Slifka terminates his employment for reasons constituting Constructive Termination and such termination occurs within 12 months following a Change in Control), plus (iv) his interests in the long-term incentive plans, including (a) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the Long-Term Cash Incentive Plan, plus (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Slifka’s employment is terminated by our general partner for Cause, Mr. Slifka will be paid the Slifka Accrued Obligations. If Mr. Slifka’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s President and Chief Executive Officer following the expiration of his employment agreement (a “Non-Renewal”), he shall be paid (i) the Slifka Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus the performance-based and discretionary components, if any, of his STIP award for such year.
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Slifka automatically shall become fully vested.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Termination by general · · | |||||||||||||
| · · · · · · · · partner without Cause / · · | |||||||||||||
| · · · · · · · · Constructive Termination / · · | |||||||||||||
| · · · · · · · · Breach by general partner · · | |||||||||||||
| · Change in · · · No Change · With a Change · | |||||||||||||
| · · Control · · Death · · Disability · · in Control · · in Control · · Nonrenewal | |||||||||||||
| Name | | ($) | | ($) | | ($) | | ($) | | ($) | | ($)(1) | |
| Eric Slifka | | | | | | | | | | | | | |
| Severance Amount | — | 5,000,000 | 5,000,000 | 5,000,000 | 7,500,000 | 5,000,000 | | ||||||
| LTIP awards (2) | — | 5,848,860 | 5,848,860 | 13,064,609 | 13,064,609 | — | | ||||||
| LTCIP award | | 7,929,900 | | 7,929,900 | | 7,929,900 | | 7,929,900 | | 7,929,900 | | — | |
| Fringe benefits | — | 56,804 | 56,804 | 56,804 | 56,804 | — | | ||||||
| Life insurance benefits | — | 500,000 | — | — | — | — | | ||||||
| Total | 7,929,900 | 19,335,564 | 18,835,564 | 26,051,313 | 28,551,313 | 5,000,000 | | ||||||
| (1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Slifka would receive payment of (a) 100% of the performance-based component ($1,500,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($1,500,000), which represent the amounts awarded to Mr. Slifka under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
| (2) | With respect to the 2022 and 2023 Performance Phantom Unit Awards, it has been assumed for purposes of calculating the amounts shown that the actual level of achievement with respect to the applicable performance criteria through December 31, 2023 was equal to target performance. However, this is merely an estimate and the actual level of achievement is subject to change and may be higher or lower than target performance. |
Gregory B. Hanson
If Mr. Hanson’s employment is terminated for any reason, Mr. Hanson shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) all earned, but unpaid, bonuses, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to his as of the date of termination (the “Hanson Accrued Obligations”).
If Mr. Hanson’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid or receive (i) the Hanson Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of his and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Hanson’s employment is terminated by our general partner without “Cause” or by Mr. Hanson for reasons constituting “Constructive Termination” (each quoted term as defined in the employment agreement), Mr. Hanson shall be paid (i) the Hanson Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination, plus (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Hanson pursuant to Section 4999 of the Code.
If Mr. Hanson’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Financial Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, he shall be paid (i) the Hanson Accrued Obligations, (ii) a
lump sum payment equal to 200% of his then base salary, and (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Hanson automatically shall become fully vested.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Termination by general · · | |||||||||||||
| · · · · · · · · partner without Cause / · · | |||||||||||||
| · · · · · · · · Constructive Termination / · · | |||||||||||||
| · · · · · · · · Breach by general partner · · | |||||||||||||
| · Change in · · · No Change · With a Change · | |||||||||||||
| · · Control · · Death · · Disability · · in Control · · in Control · · Nonrenewal | |||||||||||||
| Name | | ($) | | ($) | | ($) | | ($) | | ($) | | ($)(1) | |
| Gregory B. Hanson | | | | | | | | | | | | | |
| Severance Amount | — | | 1,758,000 | | 1,758,000 | | 1,758,000 | | 1,758,000 | | 1,758,000 | | |
| LTIP awards | — | | 1,299,167 | | 1,299,167 | | 2,905,301 | | 2,905,301 | | — | | |
| LTCIP award | | 823,200 | | 823,200 | | 823,200 | | 823,200 | | 823,200 | | — | |
| Fringe benefits | — | | 56,804 | | 56,804 | | 56,804 | | 56,804 | | — | | |
| Life insurance benefits | — | | 500,000 | | — | | — | | — | | — | | |
| Total | 823,200 | 4,437,171 | 3,937,171 | 5,543,305 | 5,543,305 | 1,758,000 | | ||||||
| (1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Hanson would receive payment of (a) 100% of the performance-based component ($404,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($404,000), which represent the amounts awarded to Mr. Hanson under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
Mark A. Romaine
If Mr. Romaine’s employment is terminated for any reason, Mr. Romaine shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) all earned, but unpaid, bonuses, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to him as of the date of termination (the “Romaine Accrued Obligations”).
If Mr. Romaine’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid (i) the Romaine Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, and (v) group health and similar insurance premiums on behalf of him and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Romaine’s employment is terminated by our general partner without “Cause” or by Mr. Romaine for reasons constituting “Constructive Termination” (each quoted term as defined in the employment agreement), Mr. Romaine shall be paid (i) the Romaine Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, (iii) an amount equal to 200% of target incentive amount under the then applicable short-term incentive plan, (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination, and (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Romaine pursuant to Section 4999 of the Code.
If Mr. Romaine’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Operating Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, he shall be paid (i) the Romaine Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Romaine automatically shall become fully vested.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Termination by general · · | |||||||||||||
| · · · · · · · · partner without Cause / · · | |||||||||||||
| · · · · · · · · Constructive Termination / · · | |||||||||||||
| · · · · · · · · Breach by general partner · · | |||||||||||||
| · Change in · · · No Change · With a Change · | |||||||||||||
| · · Control · · Death · · Disability · · in Control · · in Control · · Nonrenewal | |||||||||||||
| Name | | ($) | | ($) | | ($) | | ($) | | ($) | | ($)(1) | |
| Mark A. Romaine | | | | | | | | | | | | | |
| Severance Amount | — | | 2,700,000 | | 2,700,000 | | 2,700,000 | | 2,700,000 | | 2,700,000 | | |
| LTIP awards | — | | 2,562,815 | | 2,562,815 | | 5,721,031 | | 5,721,031 | | — | | |
| LTCIP award | | 2,765,400 | | 2,765,400 | | 2,765,400 | | 2,765,400 | | 2,765,400 | | — | |
| Fringe benefits | — | | 65,599 | | 65,599 | | 65,599 | | 65,599 | | — | | |
| Life insurance benefits | — | | 500,000 | | — | | — | | — | | — | | |
| Total | 2,765,400 | 8,593,814 | 8,093,814 | 11,252,030 | 11,252,030 | 2,700,000 | | ||||||
| (1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Romaine would receive payment of (a) 100% of the performance-based component ($675,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($675,000), which represent the amounts awarded to Mr. Romaine under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
Matthew Spencer
If Mr. Spencer’s employment is terminated for any reason, he (or his estate, as applicable) shall be paid (i) all amounts of base salary due and owing up through the date of termination, (ii) any earned but unpaid bonus, (iii) all reimbursements of eligible business expenses, and (iv) any and all other amounts, including vacation pay, that may be due to him as of the date of termination (collectively, the “Spencer Accrued Obligations”).
If Mr. Spencer’s employment is terminated due to his death or disability, he (or his estate, as applicable) will be paid (i) the Spencer Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of him and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Spencer’s employment is terminated by our general partner without “Cause” or by Mr. Spencer for reasons constituting “Constructive Termination” (each as defined in the employment agreement), he shall be paid (i) the Spencer Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of him and his spouse and dependents, if any, for 18 months following the date of termination, plus (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Spencer pursuant to Section 4999 of the Code.
If Mr. Spencer’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Accounting Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, the employment agreement provides that he shall be paid (i) the Spencer Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, and (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Spencer automatically shall become fully vested.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Termination by general · · | |||||||||||||
| · · · · · · · · partner without Cause / · · | |||||||||||||
| · · · · · · · · Constructive Termination / · · | |||||||||||||
| · · · · · · · · Breach by general partner · · | |||||||||||||
| · Change in · · · No Change · With a Change · | |||||||||||||
| · · Control · · Death · · Disability · · in Control · · in Control · · Nonrenewal | |||||||||||||
| Name | | ($) | | ($) | | ($) | | ($) | | ($) | | ($)(1) | |
| Matthew Spencer | | | | | | | | | | | | | |
| Severance Amount | — | | 1,138,000 | | 1,138,000 | | 1,138,000 | | 1,138,000 | | 1,138,000 | | |
| LTIP awards | — | | 771,421 | | 771,421 | | 1,643,320 | | 1,643,320 | | — | | |
| LTCIP award | | 1,132,800 | | 1,132,800 | | 1,132,800 | | 1,132,800 | | 1,132,800 | | — | |
| Fringe benefits | — | | 51,046 | | 51,046 | | 51,046 | | 51,046 | | — | | |
| Life insurance benefits | — | | 500,000 | | — | | — | | — | | — | | |
| Total | 1,132,800 | 3,593,267 | 3,093,267 | 3,965,166 | 3,965,166 | 1,138,000 | | ||||||
(1)(1)In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Spencer would receive payment of (a) 100% of the performance-based component ($244,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($244,000), which represent the amounts awarded to Mr. Spencer under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information.
Sean T. Geary
If Mr. Geary’s employment is terminated for any reason, Mr. Geary shall be paid (i) all amounts of his base salary due and owing up through the date of termination, (ii) all earned, but unpaid, bonuses, (iii) all reimbursements of expenses appropriately and timely submitted, and (iv) any and all other amounts, including vacation pay, that may be due to his as of the date of termination (the “Geary Accrued Obligations”).
If Mr. Geary’s employment is terminated by death or “Disability” (as defined in the employment agreement), he (or his estate) will be paid or receive (i) the Geary Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of the target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, plus (v) group health and similar insurance premiums on behalf of his and his spouse and dependents, if any, for 18 months following the date of termination.
If Mr. Geary’s employment is terminated by our general partner without “Cause” or by Mr. Geary for reasons constituting “Constructive Termination” (each quoted term as defined in the employment agreement), Mr. Geary shall be paid (i) the Geary Accrued Obligations, plus (ii) a lump sum payment equal to 200% of his then base salary, plus (iii) an amount equal to 200% of target incentive amount under the then applicable short-term incentive plan, plus (iv) the amounts due, if any, in respect of his interests in the Partnership’s long-term incentive plans, including, but not limited to the Long-Term Performance-Based Cash Incentive Plan and (b) the LTIP, (v) group health and similar insurance premiums on behalf of his spouse and dependents, if any, for 18 months following the date of termination, plus (vi) a potential gross-up payment in the event that any of the payments described above result in taxes being imposed on Mr. Geary pursuant to Section 4999 of the Code.
If Mr. Geary’s employment agreement is not renewed by our general partner and he does not continue to serve as our general partner’s Chief Legal Officer following the expiration of his employment agreement pursuant to a different employment agreement with our general partner, he shall be paid (i) the Geary Accrued Obligations, (ii) a lump sum payment equal to 200% of his then base salary, and (iii) the performance-based and discretionary components, if any, of his STIP award for such year.
Upon a Change of Control, the unvested portions of any outstanding LTCIP Awards held by Mr. Geary automatically shall become fully vested.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Termination by general · · | |||||||||||||
| · · · · · · · · partner without Cause / · · | |||||||||||||
| · · · · · · · · Constructive Termination / · · | |||||||||||||
| · · · · · · · · Breach by general partner · · | |||||||||||||
| · Change in · · · No Change · With a Change · | |||||||||||||
| · · Control · · Death · · Disability · · in Control · · in Control · · Nonrenewal | |||||||||||||
| Name | | ($) | | ($) | | ($) | | ($) | | ($) | | ($)(1) | |
| Sean T. Geary | | | | | | | | | | | | | |
| Severance Amount | — | | 1,476,000 | | 1,476,000 | | 1,476,000 | | 1,476,000 | | 1,476,000 | | |
| LTIP awards | — | | 993,466 | | 993,466 | | 2,222,460 | | 2,222,460 | | — | | |
| LTCIP award | | 549,900 | | 549,900 | | 549,900 | | 549,900 | | 549,900 | | — | |
| Fringe benefits | — | | 56,804 | | 56,804 | | 56,804 | | 56,804 | | — | | |
| Life insurance benefits | — | | 500,000 | | — | | — | | — | | — | | |
| Total | 549,900 | 3,576,170 | 3,076,170 | 4,305,164 | 4,305,164 | 1,476,000 | | ||||||
| (1) | In the event of non-renewal, for purposes of this calculation, we have assumed that Mr. Geary would receive payment of (a) 100% of the performance-based component ($328,000), and (b) 100% of the discretionary component associated with his 2023 STIP target amount ($328,000), which represent the amounts awarded to Mr. Geary under the 2023 STIP. See the section titled “Compensation Discussion and Analysis—2023 NEO Compensation—Short-Term Incentive Plans” for more information. |
Other Benefits
Pension Benefits
The table below sets forth information regarding the present value as of December 31, 2023 of the accumulated benefits of our NEOs under the Global Partners LP Pension Plan.
Pension Benefits at December 31, 2023
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Number of Years · Present Value of · Payments During | |||||||||
| Name · · Plan Name · · Credited Service (#) · · Accumulated Benefit ($) · · Last Fiscal Year ($) | |||||||||
| Eric Slifka | (1) | 23 | 584,264 | — | | ||||
| Gregory B. Hanson | | — | | — | | — | | — | |
| Mark A. Romaine | | (1) | | 11 | | 204,763 | | — | |
| Matthew Spencer | | — | | — | | — | | — | |
| Sean T. Geary | | (1) | | 4 | | 70,816 | | — | |
| (1) | Global Partners LP Pension Plan |
Global Partners LP Pension Plan
Effective December 31, 2009, the Global Partners LP Pension Plan (the “Global Pension Plan”) was amended to freeze participation in and benefit accruals under the Global Pension Plan. Prior to the freeze, all employees who (1) were 21 years of age or older, (2) were not covered by a collective bargaining agreement providing for union pension benefits, and (3) had been employed by our predecessor, our general partner or one of our operating subsidiaries for one year prior to enrollment in the Global Pension Plan were eligible to participate in the Global Pension Plan. An employee is fully vested in benefits under the Global Pension Plan after completing five years of service or upon termination due to death or disability. Certain employees are entitled to a supplemental benefit that vested over five years with 20% vesting on each December 31 beginning in 2010 and lasting through 2014. When an employee retires at age 65 or, if later, upon reaching five years' service, the employee can elect to receive a monthly annuity or an equivalent lump sum payment. An employee's benefit payable at retirement is equal to (1) 23% of the employee's average monthly compensation for the five consecutive calendar years during which the employee received the highest amount of pay (“Average Compensation”) plus (2) 19.5% of the employee’s Average Compensation in excess of his monthly “covered
compensation” for Social Security purposes, as provided in the Global Pension Plan. However, if an employee has completed less than 30 years of service on his termination at or after reaching age 65, the monthly benefit will be reduced by 1/30th for each year less than 30 years completed by the employee. When an employee retires at an age other than 65, the employee retirement benefit will be the actuarial equivalent of the benefit he or she would have received if he or she had retired at age 65. An employee who terminates employment after completing at least five years of service will be eligible for an early retirement benefit determined as described in the preceding sentence at any time after attaining age 60.
Benefits under the formula are based upon the employee’s highest consecutive five-year average compensation and are not subject to offset for social security benefits. Compensation for such purposes means compensation including overtime, but excluding bonuses, 50% of commissions, taxable fringe benefits, relocation allowances, transportation allowances, housing allowances, cash and distribution equivalent rights pursuant to any long-term incentive plan and any cash payable in lieu of group healthcare coverage. Settlement of obligations is expected to be completed in the second half of 2024.
Compensation of Directors
The following table sets forth (i) certain information concerning the compensation earned by our directors in 2023, and (ii) the aggregate amounts of stock awards and option awards, if any, held by each director at the end of 2023:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · · · · · | |||||||
| | | Fees Earned | | | | | |
| · or Paid in · Unit · | |||||||
| Name · · Cash ($) · · Awards ($)(2) · · Total ($) | |||||||
| Richard Slifka | 250,000 | — | 250,000 | | |||
| Eric Slifka (1) | — | — | — | | |||
| Robert J. McCool | 295,000 | 124,996 | 419,996 | | |||
| Jaime Pereira | | 295,000 | | 124,996 | | 419,996 | |
| John T. Hailer | | 295,000 | | 124,996 | | 419,996 | |
| Robert W. Owens | | 295,000 | | 124,996 | | 419,996 | |
| Clare McGrory | | 237,500 | | 104,180 | | 341,680 | |
| (1) | Mr. Slifka, as an executive officer of our general partner, is otherwise compensated for his services and therefore does not receive any separate compensation for his service as director. |
| (2) | Amounts reported in this column reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718, of 3,729 phantom units granted to Messrs. McCool, Pereira, Hailer and Owens, and 3,108 phantom units granted to Ms. McGrory on August 22, 2023. Each award of phantom units cliff vested in full on January 5, 2024. As of December 31, 2023, each of Messrs. McCool, Pereira, Hailer and Owens held a total of 3,729 unvested phantom units, and Ms. McGrory held a total of 3,108 unvested phantom units. |
Employees of our general partner who also serve as directors do not receive additional compensation. In 2023, directors who are not employees of our general partner (1) received a $250,000 annual cash retainer, and (2) are eligible to participate in the LTIP. In addition, the chair of the (a) audit committee received a $25,000 annual cash retainer; (b) conflicts committee received a $20,000 annual cash retainer; and (c) Compensation Committee received a $20,000 annual cash retainer. Each member of the (x) audit committee received a $15,000 annual cash retainer; (y) conflicts committee received a $10,000 annual cash retainer; and (z) conflict committee received a $10,000 annual cash retainer.
Each director also is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees.
On August 22, 2023, Messrs. McCool, Hailer, Owens and Pereira were each granted an award of 3,729 phantom units with DERs and Ms. McGrory was granted an award of 3,108 phantom units with DERs. Each of these awards cliff vested as to 100% of the phantom units on January 5, 2024.
On October 22, 2021, Messrs. McCool, Hailer and Owens were awarded LTCIP grants in the amounts of
$155,000, $155,000 and $40,000, respectively, in respect of services rendered in 2020. Each such LTCIP award will fully vest as of July 10, 2024, subject to continued service as a director through such date.
On October 5, 2020, each of Messrs. McCool and Hailer was awarded an LTCIP grant in the amount of $128,000 in respect of services rendered in 2019. On December 9, 2022, the Compensation Committee authorized the acceleration of the LTCIP awards, which were paid on December 22, 2022.
On August 7, 2019, Messrs. McCool and Hailer were awarded LTCIP grants in the amounts of $160,000 and $80,000, respectively, in respect of services rendered in 2018. The LTCIP awards fully vested as of August 10, 2022.
On March 6, 2019, Mr. McCool was awarded an LTCIP grant in the amount of $125,000 in respect of services rendered in 2017. The LTCIP award fully vested as of March 1, 2022.
Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Delaware law.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Eric Slifka, our CEO.
For 2023, our last completed fiscal year:
| ● | The median of the annual total compensation of our employees (other than the CEO) was $36,358. |
| ● | The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $15,589,457. |
| ● | Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 429 to 1. |
To put this into context, approximately 78% of our employee population consists of convenience store employees, approximately 40% of whom are employed on a part-time basis. Our part-time employees who work less than thirty hours per week receive (i) wages, and (ii) if eligible, sick time and/or 401(k) benefits, but are not eligible for vacation or other fringe benefits. In comparison, if we were to only look at our non-convenience store employee population, the median employee would be employed on a full-time basis, with a total annual compensation of $88,816 in 2023. The ratio of the annual total compensation of our CEO to this median employee was reasonably estimated to be 176 to 1.
To identify the median of the annual total compensation of all of 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, 2023, our employee population consisted of approximately 5,067 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary (including seasonal) employees. We selected December 31, 2023 as 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 by comparing the amount of salary or wages, bonuses and equity awards, if any, reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. |
| ● | 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 |
United States, 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 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $88,816. |
| ● | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table above. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.