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 2024, 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. See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for the compensation received by each of our named executive officers for 2024. 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 incentive compensation opportunities 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 for our leadership team (other than Mr. Icahn) are a long-term incentive program based on our growth in indicative net asset value (“NAV”), and a base salary paid in the form of a “draw” against this long-term NAV incentive. This base salary “draw” for Messrs. Teno and Papapostolou is paid for ongoing performance throughout the year and is fixed as part of their participation in this NAV incentive arrangement in accordance with their employment agreements with us, as further described below.

Prior to commencement of this long-term NAV incentive program in 2024, our named executive officers (other than Messrs. Icahn and Teno) were also eligible for discretionary annual bonuses that were intended to reward particular achievement during the year, motivate future performance and attract and retain highly qualified key employees. Deferred unit awards were also provided to motivate future performance and retain highly qualified key employees.

However, following the commencement of our new NAV incentive program in 2024, Messrs. Teno and Papapostolou are solely compensated through this NAV incentive program, and we do not currently expect to award Messrs. Teno and Papapostolou additional incentive compensation opportunities unless and until their NAV incentive arrangements expire.

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

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. Mr. Icahn’s base salary for 2024 was $1, consistent with calendar year 2023.

For 2024, consistent with his employment agreement with us, Mr. Teno’s base salary “draw” was equal to $2,600,000 per year (except that, for the period from January 1, 2024 through February 19, 2024, this amount was instead based on an annualized amount of $1,500,000). Mr. Papapostolou’s base salary for 2024 was $850,000; however, in connection with the commencement of his participation in our long-term NAV incentive program, his base salary “draw” was established as $2,200,000 per year effective as of September 26, 2024 in accordance with his employment letter agreement with us, as further described below.

Prior to his departure as our Chief Executive Officer on February 21, 2024, Mr. Willetts’ base salary was $1,000,000 per year (which remained consistent in his role with Pep Boys after this date, as further described below).

See “Additional Information Regarding Executive Compensation - Summary Compensation Table” for detailed information on the compensation received by each of our named executive officers for 2024.

NAV Incentive Program

The Company believes that our NAV incentive arrangements for Messrs. Teno and Papapostolou are an integral component of compensation that are an important way to motivate and reward performance of our named executive officers. The NAV incentive program is designed to directly link Messrs. Teno’s and Papapostolou’s compensation opportunities to our long-term NAV performance, which we believe is key to aligning their compensation with sustained delivery of value to our unitholders.

Prior to his departure as our Chief Executive Officer on February 21, 2024, Mr. Willetts did not participate in a NAV incentive arrangement, but had a discretionary annual target bonus opportunity of $1,550,000 (which remained consistent in his role with Pep Boys after this date, as further described below).

Deferred Unit Awards

There were no deferred unit awards granted during 2024 to our named executive officers. Deferred unit awards were granted in prior years in order to align the interests of named executive officers with our unitholders, provide competitive financial incentives and to promote continuity of management. Mr. Willetts and Mr. Papapostolou each previously received deferred unit awards in December 2021. Going forward, Mr. Papapostolou’s incentive compensation is delivered under the NAV incentive arrangement described in his employment letter agreement with us.

401(k) Plan and Other Benefits

For 2024, Mr. Papapostolou was our only named executive officer participating in our qualified Icahn Enterprises Holdings 401(k) Plan (the “401(k) Plan”), and thus received matching contributions for 2024. The matching contributions for each applicable named executive officer in 2024 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. We determined that we are permitted by Regulation S-K to use the same median employee for 2024 as was identified using initial data as of December 31, 2023. We elected to use the prior data as we have not had significant changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our CEO Pay Ratio disclosure.

We previously 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 2024 was $2,427,738. The median employee’s total annual compensation for 2024 was $38,722. The ratio of our Chief Executive Officer’s total annual compensation to our median employee’s total annual compensation for 2024 was 63:1.

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 Teno NAV Incentive (as defined and described 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 “Teno 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 Teno 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 Teno 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 Teno 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.

Papapostolou Letter Agreement

As previously disclosed, on September 26, 2024, Mr. Papapostolou entered into a new employment letter agreement with us (the “Papapostolou Employment Letter”), which superseded Mr. Papapostolou’s prior letter agreement with us.

Pursuant to the Papapostolou Employment Letter, Mr. Papapostolou will continue to serve as our Chief Financial Officer, for a term through June 30, 2028, unless earlier terminated (the “Papapostolou Term”). If Mr. Papapostolou’s employment with us continues past the Papapostolou Term, his compensation will be determined by the Board. During the Papapostolou Term, Mr. Papapostolou will be entitled to participate in all benefit programs and plans generally made available to our other executives. As of September 26, 2024, and continuing during the Papapostolou Term, Mr. Papapostolou will be eligible to receive payments equal to an annualized amount of $2,200,000, payable in accordance with the Company’s general payroll practices, that are in the form of a salary “draw” against the Papapostolou NAV Incentive (as defined and described below).

Pursuant to the Papapostolou Employment Letter, the Company paid Mr. Papapostolou a one-time amount equal to $295,082, representing a prorated portion of Mr. Papapostolou’s annual discretionary bonus as in effect immediately prior to September 26, 2024. Following this date, rather than Mr. Papapostolou’s incentive compensation being determined through a discretionary program, Mr. Papapostolou will be eligible for the Papapostolou NAV Incentive. With respect to the “deferred units” previously granted to Mr. Papapostolou on December 9, 2021 under our 2017 Incentive Plan, a prorated number of such deferred units (together with any dividend equivalents credited with respect to such vested deferred units) vested based on the number of days elapsed from December 9, 2021 through and including September 26, 2024, and were settled in cash, less applicable tax and payroll withholdings. Unvested deferred units (together with any dividend equivalents credited with respect to such unvested deferred units) that did not vest in accordance with the foregoing were forfeited by Mr. Papapostolou for no consideration as of September 26, 2024.

In addition, Mr. Papapostolou will be eligible to receive a payment (generally subject to Mr. Papapostolou’s continued employment through the payment date, except as described below) equal to 1% of the increase in our Adjusted NAV (as defined in the Papapostolou Employment Letter) over the period from July 1, 2024 (with the initial NAV based on our reported NAV as of June 30, 2024) through June 30, 2028, that is in excess of a 5% annual rate of return on the Adjusted Initial NAV (as defined in the Papapostolou Employment Letter), as calculated pursuant to the terms of the Papapostolou Employment Letter (the “Papapostolou NAV Incentive”), and generally payable within 15 days after we first publish our NAV following the end of such period (but no later than March 15, 2029). The final amount of the Papapostolou NAV Incentive is capped at $17,075,616, and will be reduced by the value of the salary “draw” paid to Mr. Papapostolou, as well as the value of any cash and equity compensation actually received by Mr. Papapostolou for service on boards of directors during the term of the arrangement, as determined by us. The Papapostolou 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. Papapostolou’s employment is terminated by us without “Cause” (including due to Mr. Papapostolou’s death or disability) or by Mr. Papapostolou with “Good Reason” (each as defined in the Papapostolou Employment Letter), Mr. Papapostolou will be eligible to receive (subject to Mr. Papapostolou’s timely execution and non-revocation of a release of claims) payment of the Papapostolou 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, dated as of October 1, 2020, by and among the Company, Icahn Capital LP, Isthmus LLC, Icahn Partners LP, and Icahn Partners Master Fund LP, as amended), this amount will be no less than $2,200,000.

In addition to his compensation from us, Mr. Papapostolou will be entitled to retain any remuneration in respect of any board of directors (or similar governing body) on which Mr. Papapostolou 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 Papapostolou Employment Letter also contains customary confidentiality, intellectual property, and non-disparagement covenants, as well as non-solicitation and non-competition provisions.

Willetts Letter Agreement

As previously disclosed, on February 21, 2024, Mr. Willetts entered into a letter agreement (the “Amended Willetts 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 Willetts Letter Agreement superseded Mr. Willetts’ prior offer letter with us. Mr. Willetts’ initial base salary and target annual bonus under the Amended Willetts Letter Agreement were consistent with their levels of $1,000,000 and $1,550,000, respectively, as in effect immediately prior to the date of the Amended Willetts Letter Agreement. In addition, under the Amended Willetts Letter Agreement and in connection with Mr. Willetts’ move to Bala Cynwyd, Pennsylvania, Mr. Willetts received a one-time relocation bonus of $50,000 (less applicable withholding taxes). During his employment with Pep Boys, Mr. Willetts was eligible to participate in the employee benefits made available to employees of Pep Boys in accordance with the terms of the applicable benefit plans.

In addition, the Amended Willetts Letter Agreement provided that, upon Mr. Willetts’ employment being terminated by Pep Boys without “Cause” (as defined in the Amended Willetts Letter Agreement), Mr. Willetts was eligible to receive (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 his outstanding deferred units.

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

The Amended Willetts Letter Agreement also contained 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 2024, our entire board of directors, including Mr. Icahn, participated in deliberations concerning executive compensation. During 2024, 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.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not grant depositary unit options, unit appreciation rights, or similar option-like instruments and, as such, do not have any policy or practice in place on the timing of awards of options, stock or unit appreciation rights, or similar option-like instruments in relation to the disclosure of material non-public information. If in the future we anticipate granting depositary unit options, unit appreciation rights, or similar option-like instruments, we may determine to establish a policy regarding how the Board determines when to grant such awards and how the Board will take material nonpublic information into account when determining the timing and terms of such awards.

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 2024.

Summary Compensation Table

prorated accelerated vesting for Mr. Papapostolou’s previously outstanding deferred units (plus accrued dividend equivalents of $541,804 that also vested), as further described above.

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, who resigned as director on February 24, 2025, 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 2024 for any of our named executive officers under the 2017 Incentive Plan. However, as disclosed above, Messrs. Teno and Papapostolou were awarded long-term NAV incentive opportunities in connection with entering into new employment arrangements with us, as noted below:

Outstanding Equity Awards at Fiscal Year End 2024

There were no outstanding equity awards for any of our named executive officers as of December 31, 2024 under the 2017 Incentive Plan.

Option Exercises and Stock Vested

Employment Arrangements

On December 9, 2021, Icahn Enterprises entered into an offer letter with David Willetts (the “Prior Willetts Letter”). Pursuant to the Prior Willetts Letter, 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 were originally scheduled to cliff vest 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, pursuant to the Prior Willetts Letter, 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 the Amended Willetts Letter Agreement with Pep Boys, one of our wholly owned subsidiaries, which superseded the terms of the Prior Willetts Letter.

On December 9, 2021, Icahn Enterprises entered into an offer letter with Ted Papapostolou (the “Prior Papapostolou Letter”). Pursuant to the Prior Papapostolou Letter, 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. Mr. Papapostolou was eligible to receive an annual discretionary cash bonus with a target amount of $400,000 under the Prior Papapostolou Letter.

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 were originally scheduled to cliff vest 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).

Under the Prior Papapostolou Letter, in the event that Mr. Papapostolou’s employment were 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) 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 (with the remaining portion of the grant forfeited).

However, as further described above under “Fiscal 2024 Management Changes—Papapostolou Letter Agreement,” on September 26, 2024, Mr. Papapostolou entered into the Papapostolou Employment Letter with us, which superseded the terms of the Prior Papapostolou Letter.

Potential Payments Upon Termination or Change in Control

If Messrs. Teno’s or Papapostolou’s employment is terminated by us without “Cause” (including due to death or disability) or by Mr. Teno or Mr. Papapostolou with “Good Reason” (each as defined in the Teno Employment Agreement or Papapostolou Employment Letter, respectively), Messrs. Teno and Papapostolou will be eligible to receive (subject to their timely execution and non-revocation of a release of claims) payment of the Teno NAV Incentive and Papapostolou NAV Incentive, respectively, in each case 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 (as defined in the Teno Employment Agreement or Papapostolou Employment Letter, as applicable), calculated based on that published NAV. (If Messrs. Teno and Papapostolou were so terminated as of December 31, 2024, the Teno NAV Incentive and Papapostolou NAV Incentive would have paid out an estimated $0 and $0, respectively.) If, however, that termination occurs within 60 days prior to or 6 months following a “Key Man Event” (as defined in the Manager Agreement, dated as of October 1, 2020, by and among the Company, Icahn Capital LP, Isthmus LLC, Icahn Partners LP, and Icahn Partners Master Fund LP, as amended), this amount will be no less than $2,600,000 (in the case of Mr. Teno) or $2,200,000 (in the case of Mr. Papapostolou).

On September 20, 2024, Mr. Willetts’ employment with Pep Boys ended.

Director Compensation

The following table provides compensation information for our directors in 2024, except for Messrs. Icahn, Teno and Papapostolou (compensation information for whom is included in the Summary Compensation Table). Messrs. Icahn, Teno and Papapostolou did not receive additional compensation for serving on our Board.

During 2024, the fees earned or paid in cash for Messrs. Nevin, 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 did not receive compensation in respect of his 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.