ICAHN ENTERPRISES LP

Company Structure and Reporting Requirements

Icahn Enterprises is a master limited partnership (“MLP”) and is not subject to the proxy solicitation rules as required by Section 14A of the Exchange Act or §240.14a-20 in connection with this Annual Report on Form 10-K. As an MLP, pursuant to Icahn Enterprises’ partnership agreement, the general partner, Icahn Enterprises GP, has exclusive management powers over the business and affairs of Icahn Enterprises. That is, Icahn Enterprises GP’s stockholders have the right to elect members of Icahn Enterprises GP’s board of directors, who, in turn, elect the officers of Icahn Enterprises. Accordingly, Icahn Enterprises does not hold annual meetings to elect its directors.

Compensation Discussion and Analysis

The following section provides an overview and analysis of our compensation programs, the compensation decisions we have made under those programs, and the factors we considered in making those decisions. Later in this section, under the heading “Additional Information Regarding Executive Compensation,” we provide a table containing specific information about the compensation earned by the following individuals in 2023, whom we refer to as our named executive officers:

Effective as of February 21, 2024, Mr. Willetts left his role as President and Chief Executive Officer of Icahn Enterprises and was succeeded by Andrew Teno.

Mr. Icahn serves as Chairman of the Board of Icahn Enterprises GP, Chairman of the Board and Chief Executive Officer of Icahn Capital LP and Chief Executive Officer of the Investment Funds.

The discussion below is intended to help you understand the detailed information provided in the table and put that information into context within our overall compensation program.

Overview of Compensation Program

Throughout this narrative discussion and in the accompanying table, we refer to our named executive officers. The key compensation package provided to our named executive officers consists of (i) base salary, (ii) incentive compensation and (iii) other benefits. The key compensation provided to our named executive officers for 2023 consisted of salary, bonuses and deferred unit awards. See “Additional Information Regarding Executive

Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2023. Executive compensation levels are established based upon the recommendation of our Chairman, which are discussed with members of the Board. The Board does not delegate the authority to establish executive officer compensation to any other person and has not retained any compensation consultants to determine or recommend the amount or form of executive and director compensation.

Compensation Philosophy and Objectives

Our executive compensation philosophy is designed to support our key business objectives while maximizing value to our unitholders. The objectives of our compensation structure are to attract and retain valuable employees, assure fair and internally equitable pay levels and provide a mix of base salary and variable bonuses that provides motivation and rewards performance. At the same time, we seek to optimize and manage compensation costs.

The primary components of our executive compensation program are base salary and annual bonus, payable in cash, and deferred unit awards. Base salary is paid for ongoing performance throughout the year and is determined based on job function and each executive’s contribution to our performance and achievement of our overall business objectives. Our annual bonuses are intended to reward particular achievement during the year, motivate future performance and attract and retain highly qualified key employees. Deferred unit awards are also provided to motivate future performance and retain highly qualified key employees.

Determination of Appropriate Pay Levels

We compete with many other companies for experienced and talented executives. Although we do not benchmark compensation against a specified peer group of companies, we review and consider market information regarding pay practices in the real estate and finance industries generally in assessing the reasonableness of compensation and ensuring that compensation levels remain competitive in the marketplace.

Each element of compensation is reviewed so that the overall compensation package will attract, motivate and retain our key employees, including our named executive officers, by rewarding superior performance. The following factors are considered to determine the amount of compensation paid to each executive officer:

Allocation of Compensation

There is no pre-established policy or target for the allocation of compensation. As we are a limited partnership and a controlled entity under the Nasdaq listing rules, our status as an MLP exempts us from certain corporate governance rules, including the requirement to maintain a compensation committee.

Compensation Components

Base Salary

Base salaries for executive officers are determined based on job performance, job responsibilities and teamwork.

Mr. Icahn serves as Chairman of the Board of Icahn Enterprises GP, Chairman of the Board and Chief Executive Officer of Icahn Capital LP and Chief Executive Officer of the Investment Funds.

For 2023, the base salaries for our named executive officers were as follows: Mr. Icahn: $1; Mr. Willetts: $1,000,000; and Mr. Papapostolou: $850,000. Mr. Papapostolou’s base salary was increased to its current level effective as of May 9, 2023 from its prior level of $550,000 as a result of our review of base salaries in the marketplace, including in the finance industry, and in recognition of Mr. Papapostolou’s ongoing contributions to the Company.

See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for detailed information on the compensation received by each of our named executive officers for 2023.

Bonus

The Company believes that bonuses are an integral component of compensation that is an important way to motivate and reward performance of our employees. The Company does not have a formula or pre-established policy for determining either salary levels or bonuses; bonuses are discretionary. In addition, in order that we remain competitive in the marketplace, we may review market information regarding pay practices in the finance industries generally in determining bonuses. Generally, bonuses are determined by various factors, including, but not limited to, the achievement of financial goals and other Company goals that are determined to be critical to the success of the Company, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork for each individual.

Deferred Unit Awards

There were no awards granted during 2023 for our named executive officers. Deferred unit awards are granted to key employees in order to align the interests of executives with our unitholders, provide competitive financial incentives and to promote continuity of management. Mr. Willetts and Mr. Papapostolou each received deferred unit awards in December 2021; please see below under “Additional Information Regarding Executive Compensation - Outstanding Equity Awards at Fiscal Year End 2023” for further information.

401(k) Plan and Other Benefits

For 2023, Messrs. Willetts and Papapostolou were our only named executive officers participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2023. The matching contributions for each applicable named executive officer in 2023 are disclosed in our Summary Compensation Table under “All Other Compensation” and in the related footnote.

The 401(k) Plan allows employees to contribute up to 50% of their eligible compensation, up to the limits imposed by the Internal Revenue Code, as amended, on a pre-tax basis. We currently match, within prescribed limits, 50% of eligible employees’ contributions up to 6.25% of their eligible compensation. Participants choose to invest their account balances from an array of investment options as selected by plan fiduciaries from time to time.

All of our named executive officers are eligible to receive medical, dental, life insurance and PTO benefits that are offered to all of our employees and are designed to enable us to attract and retain our workforce in a competitive environment. Health and PTO benefits help ensure that we have a productive and focused workforce.

CEO Pay Ratio

Our Chief Executive Officer to median employee pay ratio (“CEO Pay Ratio”) is calculated in accordance with Regulation S-K. To determine our Chief Executive Officer pay ratio and our median employee, we utilized data as of December 31, 2023 (the “Determination Date”). As of the Determination Date, we and our consolidated subsidiaries employed approximately 15,000 full-time, part-time temporary and seasonal employees, of which approximately 20% were employed internationally. From this population of employees, as permitted by Regulation S-K, we excluded 203 employees located in Germany and 20 employees located in Italy.

We identified the median employee by examining the 2023 total cash compensation (inclusive of any bonuses) for all individuals, excluding our Chief Executive Officer, who were employed by us on the Determination Date. We believe

that the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees or other forms of non-cash compensation. We included all active employees, except as permitted to be excluded by Regulation S-K, whether employed on a full-time, part-time, temporary or seasonal basis. We did not utilize any sampling methods and we did not make any assumptions, adjustments, or estimates with respect to total cash compensation, except to annualize full-time and part-time employees who were hired during the period and to translate any compensation measured in a foreign currency to U.S. Dollars.

After identifying the median employee based on total cash compensation, we calculated the total annual compensation for such employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table below.

Our Chief Executive Officer’s total annual compensation for 2023 was $2,555,328. The median employee’s total annual compensation for 2022 was $38,141. The ratio of our Chief Executive Officer’s total annual compensation to our median employee’s total annual compensation for 2023 was 67:1.

Fiscal 2024 Management Changes

Appointment of Andrew J. Teno as President and Chief Executive Officer

As previously disclosed, on February 21, 2024, Andrew J. Teno was appointed as our President and Chief Executive Officer, succeeding Mr. Willetts. We entered into an employment agreement with Mr. Teno in connection with his appointment (the “Teno Employment Agreement”). The Teno Employment Agreement will remain in effect through March 31, 2028, unless earlier terminated. During the term of the Teno Employment Agreement, Mr. Teno will be entitled to participate in all benefit programs and plans generally made available to our other executives. Effective as of January 1, 2024 and continuing during the term of the Teno Employment Agreement, Mr. Teno will be eligible to receive payments equal to an annualized amount of $2,600,000 (except that, for the period from January 1, 2024 through February 19, 2024, the payments will be based on an annualized amount of $1,500,000), payable in accordance with our general payroll practices, that are in the form of a salary “draw” against the NAV Incentive (as defined below).

In addition, Mr. Teno will be eligible to receive a payment (generally subject to Mr. Teno’s continued employment through the payment date, except as described below) equal to 1.375% of the increase in our Adjusted NAV (as defined in the Teno Employment Agreement) over the period from February 21, 2024 through March 31, 2028, that is in excess of a 6.75% annual rate of return on the Adjusted NAV as of the beginning of such period (which shall be based on Adjusted NAV as of December 31, 2023), as calculated pursuant to the terms of the Teno Employment Agreement (the “NAV Incentive”), and generally payable within 15 days after we first publish our indicative net asset value (“NAV”) following the end of such period (but no later than March 15, 2029). The final amount of the NAV Incentive is capped at $50,000,000, and will be reduced by the value of the salary “draw” paid to Mr. Teno, as well as the value of any cash and equity compensation actually received by Mr. Teno for service on boards of directors during the term of the arrangement, as determined by us. The NAV Incentive may be paid in cash or, in our discretion, in shares of common stock owned by certain of our affiliated funds vehicles. However, if Mr. Teno’s employment is terminated by us without “Cause” (including due to Mr. Teno’s death or disability) or by Mr. Teno with “Good Reason” (each as defined in the Teno Employment Agreement), Mr. Teno will be eligible to receive (subject to Mr. Teno’s timely execution and non-revocation of a release of claims) payment of the NAV Incentive, paid within 15 days following the date that we first publish NAV following such termination but no later than March 15 of the calendar year following the year of termination, and with Adjusted NAV calculated based on that published NAV. If, however, that termination occurs within 60 days prior to or 6 months following a “Key Man Event” (as defined in the manager agreement with Brett Icahn, as further described in “Related Party Transactions—Other Related Party Agreements”), this amount will be no less than $2,600,000.

In addition to his compensation from us, Mr. Teno will be entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr. Teno sits at our (or our affiliate’s) request, unless we (or our affiliates) own voting securities that constitute at least 40% of the vote for directors of such company.

The Teno Employment Agreement also contains customary confidentiality, cooperation and non-disparagement covenants, as well as non-solicitation and non-competition provisions.

Willetts Letter Agreement

Also on February 21, 2024, Mr. Willetts entered into a letter agreement (the “Amended Letter Agreement”) with The Pep Boys – Manny, Moe & Jack LLC (“Pep Boys”) and Pep Boys – Manny, Moe & Jack of Puerto Rico, Inc. (“Pep Boys Puerto Rico”), each a wholly owned subsidiary of Icahn Enterprises in our Automotive segment, appointing Mr. Willetts as the President and Chief Executive Officer of Pep Boys and Pep Boys Puerto Rico as of February 21, 2024. The Amended Letter Agreement superseded Mr. Willetts’ prior offer letter with us. Mr. Willetts’ initial base salary and target annual bonus under the Amended Letter Agreement are consistent with their levels of $1,000,000 and $1,550,000, respectively, as in effect immediately prior to the date of the Amended Letter Agreement. In addition, under the Amended Letter Agreement and in connection with Mr. Willetts’ move to Bala Cynwyd, Pennsylvania, Mr. Willetts will receive a one-time relocation bonus of $50,000 (less applicable withholding taxes) within 30 days following his commencement of employment with Pep Boys (and subject to repayment by Mr. Willetts if he resigns or is terminated for “Cause” (as defined in the Amended Letter Agreement), in each case prior to December 31, 2024). During his employment with Pep Boys, Mr. Willetts will be eligible to participate in the employee benefits made to available to employees of Pep Boys in accordance with the terms of the applicable benefit plans. Mr. Willetts’ deferred units previously granted by Icahn Enterprises on December 9, 2021 (the “Deferred Units”) will remain outstanding and eligible to vest in accordance with their terms.

In addition, if Mr. Willetts’ employment is terminated by Pep Boys without “Cause” (as defined in the Amended Letter Agreement), Mr. Willetts will be entitled to (subject to Mr. Willetts’ timely execution and non-revocation of a release of claims) (i) a pro-rata portion of the target bonus amount for the calendar year in which such termination occurs, (ii) any earned and unpaid target bonus for the calendar year preceding the year in which the termination occurs, and (iii) pro-rata vesting of the Deferred Units, pursuant to the terms of the Deferred Unit agreement.

In addition to his compensation from Pep Boys, Mr. Willetts will be entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr. Willetts sits at our (or our affiliate’s) request, unless we (or our affiliates) own voting securities that constitute at least 40% of the vote for directors of such company.

The Amended Letter Agreement also contains customary confidentiality, cooperation and non-disparagement covenants, as well as 1-year post-termination non-solicitation and non-competition provisions.

Compensation Committee Report

As stated above, pursuant to exemptions from the Nasdaq listing rules, the board of directors is not required to have, and does not have, a standing compensation committee. The board of directors has reviewed and discussed the Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K with management. Based on that review and discussion, the board of directors recommended that the Compensation Disclosure and Analysis be included in this Report.

This report is provided by the board of directors:

Carl C. Icahn

Andrew Teno

Ted Papapostolou

Brett Icahn

Michael Nevin

Stephen A. Mongillo

Alvin B. Krongard

Nancy Dunlap

Denise Barton

Compensation Committee Interlocks and Insider Participation

During 2023, our entire board of directors, including Mr. Icahn, participated in deliberations concerning executive compensation. During 2023, none of our executive officers served on the compensation committee (or equivalent), or the board of directors of another entity whose executive officer(s) served on our board of directors.

Clawback Policy

On August 2, 2023, the Board adopted a compensation recovery policy (the “Clawback Policy”) consistent with Nasdaq Listing Rule 5608, which requires the Company to recoup incentive-based compensation from current and former executive officers in the event of an accounting restatement, subject to certain exceptions as provided by the Listing Rule. A copy of the Clawback Policy is attached to this Annual Report on Form 10-K as exhibit 97.1.

Additional Information Regarding Executive Compensation

The following table sets forth information in respect of the compensation earned for services to us and/or our subsidiaries by each of our named executive officers for 2023.

Summary Compensation Table

Each of our executive officers may perform services for affiliates of Mr. Icahn for which we receive reimbursement. See Item 13, “Certain Relationships and Related Transactions, and Director Independence.”

Mr. Brett Icahn is the son of Carl C. Icahn, the Chairman of the Board of Icahn Enterprises. Mr. Nevin is married to the daughter of Carl C. Icahn. There are no other family relationships between or among any of our directors and/or executive officers.

Grants of Plan Based Awards

There were no awards granted during 2023 for any of our named executive officers under the 2017 Incentive Plan.

Outstanding Equity Awards at Fiscal Year End 2023

The following table sets forth information in respect of outstanding equity awards held by each of our named executive officers as of December 31, 2023 under the 2017 Incentive Plan. All awards below are cash-settled deferred unit awards that cliff vest three years from the date of grant. The market value of the awards shown is based on the closing price of our depositary units on December 29, 2023, the last trading day in fiscal 2023, of $17.19.

There were no awards that vested during 2023 for our named executive officers.

Employment Arrangements

On December 9, 2021, Icahn Enterprises entered into an offer letter with David Willetts. Pursuant to the letter agreement with Mr. Willetts, during his term of employment with us, Mr. Willetts was paid a base salary at the rate of $1,000,000 per annum. Mr. Willetts was also eligible to receive an annual discretionary cash bonus with a target amount of $1,550,000. Mr. Willetts also received a grant as of December 9, 2021 of 69,498 deferred depositary units of Icahn Enterprises under the Icahn Enterprises 2017 Long-Term Incentive Plan (“LTIP”), determined by dividing $3,750,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date. The deferred depositary units cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).

In addition, if Mr. Willetts’ employment was terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the event of death) would have been entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units would have become immediately vested and the remaining portion of the grant would have been forfeited.

However, as further described above under “Fiscal 2024 Management Changes—Willetts Letter Agreement,” on February 21, 2024, Mr. Willetts was succeeded by Andrew J. Teno as our President and Chief Executive Officer, and Mr. Willetts entered into an amended offer letter with one of our wholly owned subsidiaries which superseded the terms of the above offer letter.

On December 9, 2021, Icahn Enterprises entered into an offer letter with Ted Papapostolou. Pursuant to the letter agreement with Mr. Papapostolou, Mr. Papapostolou was initially paid a base salary at the rate of $550,000 per annum. On May 9, 2023, the Board of Directors of the general partner of Icahn Enterprises approved an increase in base salary from a rate of $550,000 per annum to $850,000 per annum for Mr. Papapostolou, effective as of May 9, 2023. Mr. Papapostolou is eligible to receive an annual discretionary cash bonus with a target amount of $400,000 as a result of our review of target bonuses in the marketplace, including in the finance industry, and in recognition of Mr. Papapostolou’s ongoing contributions to us.

Mr. Papapostolou also received a grant of 30,579 deferred depositary units of Icahn Enterprises as of December 9, 2021 under the LTIP, determined by dividing $1,650,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date. The deferred depositary units will cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).

In addition, in the event that Mr. Papapostolou’s employment is terminated by Icahn Enterprises without “cause” (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the case of death) will be entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units will become immediately vested and the remaining portion of the grant will be forfeited.

Potential Payments Upon Termination or Change in Control

We did not have any employment agreements or other arrangements pursuant to which any of our named executive officers would have received potential payments upon a termination or change in control as of December 31, 2023 except for that disclosed above.

Neither of Messrs. Willetts or Papapostolou have employment agreements. However, Messrs. Willetts and Papapostolou are eligible for certain payments in the event of involuntary termination (other than for cause, as defined in their offer letters with us), which generally provide for a pro-rated cash bonus and an acceleration of unvested deferred unit awards (also pro-rated) at the time of termination.

As of December 31, 2023, Messrs. Willetts and Papapostolou would have potential payouts of unvested deferred unit awards with a market value of approximately $820,450 and $360,996 respectively (based on the closing price of our depositary units on December 29, 2023, the last trading day in fiscal 2023, of $17.19), in addition to pro-rata payouts of their target bonus amounts (estimated at $1,550,000 and $100,000, respectively) if they were involuntarily terminated on December 31, 2023 and otherwise eligible for payment. However, as further described above under “ Fiscal 2024 Management Changes—Willetts Letter Agreement,” on February 21, 2024, Mr. Willetts was succeeded by Andrew J. Teno as our President and Chief Executive Officer, and Mr. Willetts entered into an amended offer letter with one of our wholly owned subsidiaries which superseded the terms of the above severance arrangements in Mr. Willetts’ former offer letter with us.

Director Compensation

The following table provides compensation information for our directors in 2023, except for Messrs. Icahn, Willetts and Papapostolou (compensation information for whom is included in the Summary Compensation Table). Messrs. Icahn, Willetts and Papapostolou did not receive additional compensation for serving on our Board.

During 2023, the fees earned or paid in cash for Messrs. Mongillo and Krongard and Mses. Barton and Dunlap, were in respect of their services rendered as members of our Board. With respect to Mr. Mongillo, the fees earned or paid in cash included $5,000 for serving as the chairman of the audit committee. Brett Icahn and Mr. Nevin did not receive compensation in respect of their services rendered as a member of our board of directors.

Directors receive only cash compensation, if applicable, and currently are not granted any options, units or other equity-based awards.