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ALLIANCE RESOURCE PARTNERS LP

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 27, 2025

ARLP$24.76+1.5%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

Compensation Discussion and Analysis

Introduction

The Compensation Committee oversees the compensation of our general partner’s executive officers, including the Named Executive Officers, each of whom is named in the Summary Compensation Table. Our Named Executive Officers are employees of our operating subsidiary, Alliance Coal.

Compensation Objectives and Philosophy

The compensation of our Named Executive Officers is designed to achieve three key objectives: (i) provide a competitive compensation opportunity to allow us to recruit and retain key management talent, (ii) align executive officers’ interests with unitholder interests and (iii) motivate and reward the executive officers for creating sustainable, capital-efficient growth in available cash to maximize unitholder returns. In making decisions regarding executive compensation, the Compensation Committee reviews current compensation levels of peer company executives in similar roles as the Named Executive Officers, considers the Chairman, President and CEO’s assessment of each of the other executives, and uses its discretion to determine an appropriate total compensation package of base salary and short-term and long-term incentives. The Compensation Committee intends for each executive officer’s total compensation to be competitive in the marketplace and to effectively motivate the officer. Based on its review of our overall executive compensation program, the Compensation Committee believes the program is appropriately applied to our general partner’s executive officers and is necessary to attract and retain the executive officers who are essential to our continued development and success, to compensate those executive officers for their contributions and to enhance unitholder value. Moreover, the Compensation Committee believes the total compensation opportunities provided to our general partner’s executive officers create alignment with our long-term interests and those of our unitholders. As a result, we do not maintain unit ownership requirements for our Named Executive Officers.

Setting Executive Compensation

Role of the Compensation Committee

The Compensation Committee discharges the Board of Directors’ responsibilities relating to our general partner’s executive compensation program. The Compensation Committee oversees our compensation and benefit plans and policies, administers our incentive bonus and equity participation plans, and reviews and approves annually all compensation decisions relating to our Named Executive Officers. The Compensation Committee is empowered by the Board of Directors and by the Compensation Committee’s charter to make all decisions regarding compensation for our Named Executive Officers without ratification or other action by the Board of Directors. The Compensation Committee has the authority to secure services for executive compensation matters, legal advice, or other expert services, both from within and outside the company. While the Compensation Committee is empowered to delegate all or a portion of its duties to a subcommittee, it has not done so.

The Compensation Committee comprises all of our directors who have been determined to be “independent” by the Board of Directors in accordance with applicable NASDAQ Stock Market, LLC and SEC regulations, presently Messrs. Carter, Druten and Torrence and Ms. McDaniel.

Role of Executive Officers

Each year, the Chairman, President and CEO submits recommendations to the Compensation Committee for adjustments to the salary, bonuses and long-term equity incentive awards payable to our Named Executive Officers, excluding himself. The Chairman, President and CEO bases his recommendations on his assessment of each executive’s performance, experience, demonstrated leadership, job knowledge and management skills. The Compensation Committee considers the recommendations of the Chairman, President and CEO as one factor in making compensation decisions regarding our Named Executive Officers. Historically, and in 2024, the Compensation Committee and the Chairman, President and CEO have been substantially aligned on decisions regarding the compensation of the Named Executive Officers. As executive officers are promoted or hired during the year, the Chairman, President and CEO makes

compensation recommendations to the Compensation Committee and works closely with the Compensation Committee to ensure that all compensation arrangements for executive officers are consistent with our compensation philosophy and are approved by the Compensation Committee. At the direction of the Compensation Committee, the Chairman, President and CEO and the Senior Vice President, General Counsel and Secretary attend certain meetings of the Compensation Committee.

Use of Peer Group Comparisons

The Compensation Committee believes that it is important to review and compare our performance with that of peer companies and reviews the composition of the peer group annually. The peer group represents organizations of such size and complexity of operations in the coal industry and the oil & gas minerals industry as deemed relevant to the Compensation Committee. For 2024, the peer group consisted of the following companies: Alpha Metallurgical Resources, Inc., Black Stone Minerals, L.P., Arch Resources, Inc., Consol Energy, Inc., Dorchester Minerals, L.P., Kimbell Royalty Partners, LP, Natural Resource Partners L.P., Peabody Energy Corporation, Sitio Royalties Corp., and Warrior Met Coal, Inc. In assessing the competitiveness of our executive compensation program for 2024, the Compensation Committee, with the assistance of the Chairman, President and CEO, collected and analyzed publicly available data from the peer group, including proxy information, annual reports, and other disclosures, and developed a comparative analysis of base salaries, short-term incentives, total cash compensation, long-term incentives, and total compensation to align with the role performed by each of our Named Executive Officers. The Compensation Committee uses the peer group data as a point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers. The Compensation Committee exercises discretion in determining the nature and extent of the use of comparative pay data.

Consideration of Equity Ownership and CEO Compensation

Mr. Craft, the Chairman, President and CEO, is evaluated and treated differently with respect to compensation than our other Named Executive Officers. Mr. Craft and related entities own significant equity positions in ARLP and Mr. Craft indirectly owns our general partner. Because of these ownership positions, the interests of Mr. Craft are directly aligned with those of our unitholders. Mr. Craft has not received an increase in base salary since 2002, has not received a bonus under our STIP since 2005 and did not receive any grants of LTIP awards from 2005 through 2015. On January 22, 2016, the Compensation Committee approved an LTIP award for Mr. Craft that vested on January 1, 2019. Mr. Craft has not received any subsequent LTIP awards. Beginning in February 2016, at Mr. Craft’s request, his annual base salary was reduced to $1.

Employment Agreements

We have not historically maintained employment agreements with any of our Named Executive Officers. However, we provided an employment letter to our Senior Vice President, General Counsel and Secretary, Mr. Schnitzer, in connection with his hiring in March 2024 setting forth the terms of his employment, which we determined was necessary to successfully hire Mr. Schnitzer and in the best interests of the Partnership. The Schnitzer Employment Letter provides for, among other things, (i) an initial annual base salary of $400,000, (ii) participation in our short-term incentive plan at 75% of annual base salary, (iii) an initial award in 2024 under the LTIP having value on the grant date of $640,000, and (iv) a signing bonus of $1.408 million, payable over eight quarters of $184,000 for each of the first four quarters and $168,000 for each of the last four quarters, in each case subject to Mr. Schnitzer’s continued employment through the applicable payment dates. The Schnitzer Employment Letter also provides for the payment of severance if Mr. Schnitzer’s employment is terminated on or before March 1, 2027 (as more fully described below). The foregoing description of the Schnitzer Employment Letter does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Schnitzer Employment Letter, which is filed as Exhibit 10.28 to this Annual Report on Form 10-K. For a more complete description of the Schnitzer Employment Letter with respect to severance payments, see “Item 11. Executive Compensation—Potential Payments Upon a Termination or Change in Control.”

Compensation Components

Overview

The principal components of compensation for our Named Executive Officers (other than Mr. Craft) include:

●base salary;
●annual cash incentive bonus awards under the STIP; and
●awards of restricted units under the LTIP, including DERs.

The relative amount of each component is not based on any formula, but rather is based on the recommendation of the Chairman, President and CEO, subject to the discretion of the Compensation Committee to make any modifications it deems appropriate.

All executive officers, including the Named Executive Officers, are entitled to customary benefits available to our employees generally, including group medical, dental, and life insurance and participation in our PSSP. Our PSSP is a defined contribution plan and includes an employer matching contribution of 75% on the first 3% of eligible compensation contributed by the employee, an employer non-matching contribution of 0.75% of eligible compensation, and an employer supplemental contribution of 5% of eligible compensation. The PSSP provides an additional means of attracting and retaining qualified employees by providing tax-advantaged opportunities for employees to save for retirement. We previously maintained a SERP for each of our Named Executive Officers, but in December 2023, our Board took action to terminate that SERP, which became effective in 2024. Each of our Named Executive Officers (including Mr. Craft but excluding Mr. Schnitzer, who became employed after the Board of Directors determined to terminate the SERP) also received supplemental retirement benefits through the SERP in 2024, which are described in more detail below.

Base Salary

When reviewing base salaries, the Compensation Committee’s policy is to consider the individual’s experience, tenure and performance, the individual’s level of responsibility, the position’s complexity and its importance to us in relation to other executive positions, our financial performance, and competitive pay practices. The Compensation Committee also considers comparative compensation data of companies in our peer group and the recommendation of the Chairman, President and CEO of our general partner. Base salaries are reviewed annually to ensure continuing consistency with market levels, and adjustments to base salaries are made as needed to reflect movement in the competitive market as well as individual performance. None of our Named Executive Officers received an increase in salary during the 2024 year.

Annual Cash Incentive Bonus Awards

The STIP is designed to assist us in attracting, retaining and motivating qualified personnel by rewarding management, including our Named Executive Officers, and selected other salaried employees with cash awards for our achievement of an annual financial performance target. The annual performance target is recommended by the Chairman, President and CEO and approved by the Compensation Committee, typically in January of each year. The performance measure is subject to equitable adjustment in the sole discretion of the Compensation Committee to reflect the occurrence of any significant events during the year.

The performance target historically has been EBITDA-based, with items added or removed from the EBITDA calculation to ensure that the performance target reflects the operating results of our core businesses. (EBITDA is defined as net income of ARLP before net interest expense, income taxes, depreciation, depletion and amortization and net income attributable to noncontrolling interest.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target, and it increases in relation to our EBITDA, as adjusted, exceeding the minimum threshold. Our STIP Guidelines provide that achieving the minimum threshold is the minimum acceptable result for a performance pay-out to occur under the STIP, although the Compensation Committee may determine satisfactory results and adjust the size of the pay-out pool in its sole discretion. In 2024, the Compensation Committee approved a minimum financial performance target of $745.7 million in EBITDA from current operations, normalized by excluding any charges for unit-based and directors’ compensation as well as other equitable adjustments determined to be appropriate by the Compensation Committee. For 2024, we met the minimum performance target.

Individual awards to our Named Executive Officers each year are determined by the Compensation Committee. However, the Compensation Committee does not establish individual target payout amounts for the Named Executive Officers’ STIP awards. As it does when reviewing base salaries, in determining individual awards under the STIP, the Compensation Committee considers its assessment of the individual’s performance, our financial performance, comparative compensation data of companies in our peer group and the recommendation of the Chairman, President and

CEO, although EBITDA-based performance targets described above are given significant weight. The compensation expense associated with STIP awards is recognized in the year earned, with the cash awards generally payable in the first quarter of the following calendar year. Termination of employment of an executive officer for any reason prior to payment of a cash award will result in forfeiture of any right to the award, unless and to the extent waived by the Compensation Committee in its discretion.

The performance measure for the STIP in 2025 will be based on adjusted EBITDA for current operations, excluding charges for unit-based and directors’ compensation. As discussed above, the Compensation Committee may, in its discretion, make equitable adjustments to the performance criteria under the STIP and adjust the amount of the aggregate pay-out. The Compensation Committee believes the STIP performance criteria for 2025 will be reasonably difficult to achieve and therefore support our key compensation objectives discussed above.

The Compensation Committee maintains discretion to grant cash bonus awards outside of the STIP to address special situations.

Equity Awards under the LTIP

Equity compensation pursuant to the LTIP is a key component of our executive compensation program. Our LTIP is sponsored by Alliance Coal. Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units (although to date, no grants of options have been made) or (c) cash awards. The Compensation Committee has the authority to determine the participants to whom restricted units are granted, the number of restricted units to be granted to each such participant, and the conditions under which the restricted units may become vested, including the duration of any vesting period. Annual grant levels for designated participants (including our Named Executive Officers) are recommended by our general partner’s Chairman, President and CEO, subject to review and approval by the Compensation Committee. Grant levels are intended to support the objectives of the comprehensive compensation package described above. The LTIP grants provide our Named Executive Officers with the opportunity to achieve a meaningful ownership stake in the Partnership, thereby assuring that their interests are aligned with our success. Even though Mr. Craft has not been granted an award under the LTIP since 2005, with the exception of one grant in 2016, the Compensation Committee believes Mr. Craft’s interests are directly aligned with the interests of our unitholders as a result of his ownership positions. There is no formula for determining the size of awards to any individual recipient and, as it does when reviewing base salaries and individual STIP payments, the Compensation Committee considers its assessment of the individual’s performance, our financial performance, compensation levels at peer companies in the coal industry and the recommendation of the Chairman, President and CEO. Amounts realized from prior grants, including amounts realized due to changes in the value of our common units, are not considered in setting grant levels or other compensation for our Named Executive Officers.

Restricted Units. Restricted units granted under the LTIP are “phantom” or notional units that upon vesting entitle the participant to receive an ARLP common unit. Restricted units granted under the LTIP vest at the end of a stated period from the grant date, provided we achieve an aggregate performance target for that period. However, if a grantee’s employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will generally be forfeited, (i) unless the Compensation Committee, in its sole discretion, determines otherwise or (ii) except as provided otherwise in the LTIP or under any written compensatory agreement. The number of units distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax withholding requirement for each individual participant based on the fair market value of the common units as of the date of distribution. At the Compensation Committee’s discretion, grants of restricted units under the LTIP may include the contingent right to receive quarterly distributions in an amount equal to the cash distributions we make to unitholders during the vesting period. DERs are payable, in the discretion of the Compensation Committee, either in cash or in the form of additional Restricted Units credited to a book-keeping account subject to the same vesting restrictions as the tandem award.

The performance target applicable to restricted unit awards under the LTIP is based on a normalized EBITDA measure and requires achieving an aggregate performance level for the vesting period. We typically issue grants under the LTIP at the beginning of each year, with the exceptions of new employees who begin employment with us at some other time and job promotions that may occur at some other time. The compensation expense associated with LTIP grants is recognized over the vesting period in accordance with FASB ASC 718,Compensation — Stock Compensation.

Our general partner’s policy is to grant restricted units pursuant to the LTIP to serve as a means of incentive compensation for performance. Therefore, no consideration will be payable by the LTIP participants upon receipt of the common units. Common units to be delivered upon the vesting of restricted units may be common units we already own,

common units we acquire in the open market or from any other person, newly issued common units, or any combination of the foregoing. If we issue new common units upon payment of the restricted units instead of purchasing them, the total number of common units outstanding will increase.

The LTIP provides the Compensation Committee with the discretion to determine the conditions for vesting (as well as all other terms and conditions) associated with any award under the plan, and to amend any of those conditions so long as an amendment does not materially reduce the benefit to the participant. The Compensation Committee believes the performance-related vesting conditions of all outstanding awards under the LTIP will be reasonably difficult to satisfy and therefore support our key compensation objectives discussed above.

Grants for 2024 under the LTIP, authorized on January 24, 2024, will cliff vest on January 1, 2027, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors’ compensation, for the period January 1, 2024 through December 31, 2026. Regardless of achieving the EBITDA target, the 2024 grants have a minimum value guarantee of either $15.95 or $10.63 per unit (as the case may apply to a grant recipient based on such recipient’s seniority level). Grants for 2025 under the LTIP, authorized on January 28, 2025, will cliff vest on January 1, 2028, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors’ compensation, for the period January 1, 2025 through December 31, 2027. Regardless of achieving the EBITDA target, the 2025 grants have a minimum value guarantee of either $19.99 or $13.33 per unit (as the case may apply to a grant recipient based on such recipient’s seniority level).

Unit Options. We have not made any grants of unit options. The Compensation Committee, in the future, may decide to make unit option grants to employees and directors on terms determined by the Compensation Committee.

Policies and Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Non-Public Information. Although we do not currently have a formal practice or policy regarding equity award grant timing, the Compensation Committee does not time, nor has the Compensation Committee in the past timed, the grant of LTIP awards in coordination with the release of material non-public information. Instead, LTIP awards are granted only at the time or times dictated by our normal compensation process as developed by the Compensation Committee.

Effect of a Change in Control. Upon a “change in control” as defined in the LTIP (and described below), all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full. Please see “Item 11. Executive Compensation—Potential Payments Upon a Termination or Change in Control” for additional information regarding the treatment of equity upon a change in control.

Amendments and Termination. The Board of Directors or the Compensation Committee may, in its discretion, terminate the LTIP at any time with respect to any common units for which a grant has not previously been made. Except as required by the rules of the exchange on which the common units may be listed at that time, the Board of Directors or the Compensation Committee may alter or amend the LTIP in any manner from time to time; provided, however, that no change in any outstanding grant may be made that would materially impair the rights of the participant without the consent of the affected participant. In addition, the Board of Directors or the Compensation Committee may, in its discretion, establish such additional compensation and incentive arrangements as it deems appropriate to motivate and reward our employees.

Supplemental Executive Retirement Plan

The SERP was sponsored by Alliance Coal. Participation in the SERP aligned the interest of each participant with the interests of our unitholders because all allocations made to participants under the SERP were made in the form of notional common units of ARLP, defined in the SERP as “phantom units.” The Compensation Committee approved the SERP participants and their percentage allocations, and could amend or terminate the SERP at any time. All of our Named Executive Officers (other than Mr. Schnitzer) participated in the SERP.

On December 14, 2023, the Compensation Committee approved termination of the SERP and authorized distribution of accounts to participants on December 15, 2024 or as soon thereafter as practical. Account settlements were required to be delayed at least one year according to termination rules governing the SERP. The accounts continued to accrue benefits in accordance with plan terms until distributed. In December 2024, the Compensation Committee approved the distribution of the value of the SERP accounts to plan participants in cash rather than ARLP common units, and on December 16, 2024, final distributions of applicable plan accounts were settled in cash. As of December 31, 2024, we had no obligations associated with the SERP.

Under the terms of the SERP, a participant was entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of the participant’s base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. A participant’s cumulative notional phantom unit account balance earned the equivalent of common unit distributions, which were added to the notional account balance in the form of additional phantom units. All amounts granted under the SERP vested immediately and would have been paid out upon the participant’s termination from employment in ARLP common units equal to the number of phantom units then credited to the participant’s account, less the number of units required to satisfy our tax withholding obligations. A participant in the SERP was not entitled to an allocation for the year in which his termination from employment occurred, except as described below.

A participant in the SERP was entitled to receive an allocation under the SERP for the year in which his employment was terminated only if such termination resulted from one of the following events:

(1)the participant’s employment was terminated other than for “cause”;
(2)the participant terminated employment for “good reason”;
(3)a change of control of us or our general partner occurred and, as a result, the participant’s employment was terminated (whether voluntary or involuntary);
(4)death of the participant;
(5)the participant attained retirement age of 65 years; or
(6)the participant incurred a total and permanent disability, which shall be deemed to occur if the participant was eligible to receive benefits under the terms of the long-term disability program we maintain.

This allocation for the year in which a participant’s termination occurred equaled the participant’s eligible compensation for the year (including any severance amount, if applicable) multiplied by his percentage allocation under the SERP, reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.

Other Compensation-Related Matters

Insider Trading Policy; Prohibitions on Hedging and Trading in Derivatives

To ensure alignment of the interests of our unitholders with our directors and all officers, including Named Executive Officers, the Partnership’s Insider Trading Policy prohibits any employee, officer, or director of the Partnership or any of its subsidiaries from engaging in trading involving (1) options or other derivative securities relating to ARLP units; (2) debt securities of ARLP or its affiliates; (3) hedging transactions involving ARLP securities; or (4) purchases of ARLP units on margin. Please read “Item 10. Directors, Executive Officers and Corporate Governance of the General Partner –Insider Trading Policy” for a discussion of our Insider Trading Policy.

Tax Deductibility of Compensation

The deduction limitations imposed under Section 162(m) of the Internal Revenue Code do not apply to compensation paid to our Named Executive Officers because we are a limited partnership and not a “corporation” within the meaning of Section 162(m).

Perquisites and Personal Benefits

The Partnership provides a limited amount of perquisites and personal benefits to the Named Executive Officers in keeping with the Compensation Committee’s objectives to provide competitive compensation to motivate and reward executive officers for creating sustainable, capital-efficient growth in available cash. These perquisites and personal

benefits typically include amounts for items such as tax preparation fees and annual physical medical exams, and are reviewed annually by the Compensation Committee.

Clawback Policy

We maintain the Alliance Resource Partners, L.P. Incentive-Based Compensation Recoupment Policy (the “Clawback Policy”), which is administered by the Compensation Committee. The Clawback Policy authorizes the Compensation Committee to recoup incentive compensation from applicable officers, including each of the Named Executive Officers, in the event of a restatement of financial statements. A copy of the Clawback Policy is filed as Exhibit 97.1 to this Annual Report on Form 10-K.

Compensation Committee Report

The Compensation Committee has submitted the following report for inclusion in this Annual Report on Form 10-K:

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K with management. Based on our Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The foregoing report is provided by the following directors, who constitute all the members of the Compensation Committee:

Members of the Compensation Committee:

Nick Carter, Chairman

Robert J. Druten

Ronna McDaniel

Wilson M. Torrence

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act or the Exchange Act, that incorporate future filings, including this Annual Report on Form 10-K, in whole or in part, the foregoing Compensation Committee Report shall not be deemed to be filed with the SEC or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.

Summary Compensation Table

The table below sets forth all the compensation awarded to, earned by, or paid to our Named Executive Officers during fiscal year ended December 31, 2024 and, to the extent required by applicable SEC disclosure rules for individuals that were “named executive officers” in applicable years, during the fiscal years ended December 31, 2023 and 2022.

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Non-Equity · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Unit · ​ · Incentive Plan · ​ · All Other · ​ · ​ · ​
Name and Principal · ​ · ​ · ​ · Salary · ​ · Bonus · ​ · Awards · ​ · Compensation · ​ · Compensation · ​ · ​ · ​
Position​Year​($)(1)​($)(2)​($)(3)​($)(4)​($)(5)​Total
​​​​​​​​​​​​​​​​​​​​​​
Joseph W. Craft III2024​​1​​—​​—​​—​​—​​1​
President, Chief Executive2023​1​​—​​—​​—​​—​1​
Officer and Chairman2022​1​​—​​—​​—​​—​1​
​​​​​​​​​​​​​​​​​​​​​​
Cary P. Marshall,2024​300,000​—​590,466​143,580​40,484​1,074,530​
Senior Vice President and2023​​293,269​26,340​666,555​220,000​63,368​​1,269,532​
Chief Financial Officer​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​
Steven C. Schnitzer2024​324,615​552,000​566,256​159,540​25,969​1,628,380​
Senior Vice President,​​​​​​​​​​​​​​​​​​​​
General Counsel and Secretary​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​
Kirk D. Tholen2024​500,000​—​650,289​239,300​27,600​1,417,189​
Senior Vice President; also2023​​500,000​1,000,000​734,083​341,000​223,014​​2,798,097​
President Alliance Minerals, LLC2022​​500,000​1,000,000​1,040,560​531,920​204,252​​3,276,732​
​​​​​​​​​​​​​​​​​​​​​​
Thomas M. Wynne2024​430,000​—​650,289​205,800​40,500​1,326,589​
Senior Vice President and2023​430,000​58,393​734,083​345,000​101,155​1,668,631​
Chief Operating Officer2022​427,000​175,179​728,391​460,000​87,433​1,878,003​
(1)Amounts represent the salary earned by each Named Executive Officer for the respective year or, in the case of Mr. Schnitzer, since the date of his hire in 2024.
(2)The amount for Mr. Schnitzer represents the portion of his signing bonus paid in 2024 pursuant to the Schnitzer Employment Letter. The amount for Mr. Marshall represents the second payment of the 2020 service-based vesting LTIP awards which was paid in cash in February 2023. The amounts for Mr. Wynne represent the first and second payments of the 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and February 2023, respectively. The amounts for Mr. Tholen represent the payments of his 2019 and 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and 2023, respectively.
(3)The Unit Awards represent the aggregate grant date fair value of restricted units granted pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in “Item 8. Financial Statements and Supplementary Data—Note 18 – Common Unit-Based Compensation Plans,” to each Named Executive Officer under the LTIP in the respective year. Please see “Item 11. Compensation Discussion and Analysis—Compensation Program Components—Equity Awards under the LTIP” for a description of the terms of the awards.
(4)Amounts represent the STIP bonus earned for the respective year. STIP payments typically are made in the first quarter of the year following the year in which they are earned. Please see “Item 11. Compensation Discussion and Analysis—Compensation Program Components—Annual Cash Incentive Bonus Awards.”
(5)The amounts represent the sum of the (a) profit sharing savings plan employer contribution and (b) perquisites in excess of $10,000. A reconciliation of the 2024 amounts is as follows:
​​​​​​​​​​​
​ · Profit Sharing Plan · ​ · ​
​ · ​ · Employer · ​ · ​ · ​ · ​
​ · ​ · Contribution ($) · ​ · Perquisites (a) · ​ · Total ($)
​​​​​​​​​​​
Joseph W. Craft III​—​​—​​—​
​​​​​​​​​​​
Cary P. Marshall​​24,000​​16,484​​40,484​
​​​​​​​​​​​
Steven C. Schnitzer25,969​—​25,969​
​​​​​​​​​​​
Kirk D. Tholen27,600​—​27,600​
​​​​​​​​​​​
Thomas M. Wynne27,600​12,900​40,500​
a)For Mr. Marshall, perquisites and other personal benefits totaling $16,484 comprise tax preparation fees of $14,525 and other perquisites of $1,959. For Mr. Wynne, perquisites and other personal benefits comprise tax preparation fees of $12,900.

Grants of Plan-Based Awards Table

The following table sets forth information concerning grants of plan-based awards to each of our Named Executive Officers during fiscal year 2024 year.

​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · All Other · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · Estimated Future Payouts Under · ​ · Estimated Future Payouts Under · ​ · Unit · ​ · Grant Date
​ · ​ · ​ · ​ · ​ · ​ · Non-Equity Incentive Plan Awards · ​ · Equity Incentive Plan Awards · ​ · Awards: · ​ · Fair Value
​ · ​ · ​ · Threshold · Target · Maximum · Threshold · Target · Maximum · Number of · of Unit · ​
Name​Grant Date​Approved Date($)(3)($)(4)​($)(3)(#)(5)(#)(6)(#)(5)​Units (#)(7)​Awards ($)(8)​
​​​​​​​​​​​​​​​​​​​​​​​​
Joseph W. Craft III​February 14, 2024​(1), (2)​​​​​​​​​​​​​​12,464​​246,164​
​May 15, 2024(1), (2)​​​​​​​​​​​​11,575​​264,026​
​August 14, 2024(1), (2)​​​​​​​​​​​​11,590​​268,888​
​November 14, 2024(1), (2)​​​​​​​​​​​​10,564​​285,862​
​​​​​​​​​​​​​​​​​46,193​​1,064,940​
​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​
Cary P. MarshallFebruary 14, 2024February 14, 2024​​​​​​​​​29,897​​—​​590,466​
​February 14, 2024​(1), (2)​​​​​​​​​—​​1,879​​37,110​
​May 15, 2024(1), (2)​​​​​​​​​—​​1,745​​39,803​
​August 14, 2024(1), (2)​​​​​​​​​—​​1,747​​40,530​
​November 14, 2024(1), (2)​​​​​​​​​—​​1,592​​43,080​
​​January 24, 2024​February 11, 2025​​​​143,580​​​​—​​—​​—​
​​​​​​​​​143,580​​​​29,897​​6,963​​750,989​
​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​
Steven C. SchnitzerMarch 1, 2024March 1, 2024​​​​​​​​​30,104​​​​​566,256​
​​January 24, 2024​February 11, 2025​​​​159,540​​​​—​​​​​—​
​​​​​​​​​159,540​​​​30,104​​​​​566,256​
​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​
Kirk D. TholenFebruary 14, 2024February 14, 2024​​​​​​​​​32,926​​—​​650,289​
​February 14, 2024​(1), (2)​​​​​​​​​—​​2,569​​50,738​
​May 15, 2024(1), (2)​​​​​​​​​—​​2,386​​54,425​
​August 14, 2024(1), (2)​​​​​​​​​—​​2,389​​55,425​
​November 14, 2024(1), (2)​​​​​​​​​—​​2,177​​58,910​
​​January 24, 2024​February 11, 2025​​​​239,300​​​​—​​—​​—​
​​​​​​​​​239,300​​​​32,926​​9,521​​869,787​
​​​​​​​​​​​​​​​​​​​​​​​​
Thomas M. WynneFebruary 14, 2024February 14, 2024​​​​​​​​​32,926​​—​​650,289​
​February 14, 2024​(1), (2)​​​​​​​​​—​​2,973​​58,717​
​May 15, 2024(1), (2)​​​​​​​​​—​​2,761​​62,978​
​August 14, 2024(1), (2)​​​​​​​​​—​​2,765​​64,148​
​November 14, 2024(1), (2)​​​​​​​​​—​​2,520​​68,191​
​​January 24, 2024​February 11, 2025​​​​205,800​​​​—​​—​​—​
​​​​​​​​​205,800​​​​32,926​​11,019​​904,323​
(1)In accordance with the provisions of the SERP, a participant’s cumulative notional phantom unit account balance earned the equivalent of common unit distributions when we paid a distribution to our common unitholders, which is added to the account balance in the form of phantom units. In December 2024, the SERP was terminated, and all plan account balances were settled in cash.
(2)These contributions were made in accordance with the SERP plan document that had been approved by the Compensation Committee. Therefore, these contributions were not separately approved by the Compensation Committee.
(3)Awards under the STIP are subject to our achieving an annual financial performance target each year. However, determination of individual awards under the STIP is based on an assessment of the Named Executive Officer’s performance, comparative compensation data of companies in our peer group and recommendation of the Chairman, President and CEO. The STIP does not specify any threshold or maximum payout amounts. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash Incentive Bonus Awards” for additional information regarding the STIP awards.
(4)These amounts represent awards pursuant to our STIP. On January 24, 2024, the Compensation Committee set the EBITDA target amount for use in determining the total plan payout for 2024. The discretionary payout allocations to all participating employees are determined after the year is completed. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash Incentive Bonus Awards” for additional information regarding the STIP awards.
(5)Grants of restricted units under our LTIP are generally not subject to minimum thresholds, targets or maximum payout conditions. However, the vesting of these grants is subject to the satisfaction of certain performance criteria. The grants include a minimum value guarantee. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.”
(6)These awards are grants of restricted units pursuant to our LTIP. The grants include a minimum value guarantee. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.”
(7)These awards are phantom units added to each Named Executive Officer’s SERP notional account balance (other than Mr. Schnitzer, who was not a participant in the SERP). On December 16, 2024, final distributions of applicable SERP plan accounts were settled in cash. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Supplemental Executive Retirement Plan.”
(8)We calculated the fair value of LTIP awards granted on February 14, 2024 to our Named Executive Officers using a value of $19.75 per unit, the closing unit price on the grant date. We calculated the fair value of LTIP awards granted on March 1, 2024 to Mr. Schnitzer using a value of $18.81 per unit, the closing unit price on the grant date. We calculated the fair value of SERP phantom unit awards using the market closing price on the date the phantom unit award was granted. Phantom units granted under the SERP vested on the date granted.

Narrative Disclosure Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

For a discussion regarding amounts payable pursuant to our STIP, LTIP and SERP, please see “Item 11. Compensation Discussion and Analysis—Compensation Components” above.

Salary and Bonus in Proportion to Total Compensation

The following table shows the total of salary and bonus in proportion to total compensation from the Summary Compensation Table:

​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · Salary and
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Bonus as a % of
​ · ​ · ​ · ​ · Salary and · ​ · Total · ​ · Total
Name · ​ · Year · ​ · Bonus ($) (1) · ​ · Compensation ($) · ​ · Compensation ($)(1)
​​​​​​​​​​​​
Joseph W. Craft III2024​​1​​1100.0%​
​​​​​​​​​​​​
Cary P. Marshall​2024​​300,000​​1,074,53027.9%​
​​​​​​​​​​​​
Steven C. Schnitzer2024​876,615​1,628,38053.8%​
​​​​​​​​​​​​
Kirk D. Tholen2024​500,000​1,417,18935.3%​
​​​​​​​​​​​​
Thomas M. Wynne2024​430,000​1,326,58932.4%​
(1)Percentages were calculated using the base salary and bonus of the Named Executive Officers. The only bonus payments we provided to Mr. Schnitzer in 2024 were the first three installments of his signing bonus pursuant to the Schnitzer Employment Letter.

Outstanding Equity Awards at 2024 Fiscal Year End Table

The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2024.

​​​​​​​
​ · ​ · ​ · ​ · Equity
​ · ​ · Equity · ​ · Incentive Plan
​ · ​ · Incentive Plan · ​ · Awards:
​ · ​ · Awards: · ​ · Market or
​ · ​ · Number of · ​ · Payout Value
​ · ​ · Unearned · ​ · of Unearned
​ · ​ · Units or Other · ​ · Units or
​ · ​ · Rights That · ​ · Other Rights
​ · ​ · Have Not · ​ · That Have
Name · ​ · Vested (#)(1) · ​ · Not Vested ($)(2)
​​​​​​​
Joseph W. Craft III—$—​
​​​​​​​
Cary P. Marshall90,015​2,366,494​
​​​​​​​
Steven C. Schnitzer​30,104​791,434​
​​​​​​​
Kirk D. Tholen​145,009​3,812,287​
​​​​​​​
Thomas M. Wynne​121,608​3,197,075​
(1)Amounts represent restricted units awarded under the LTIP that were not vested as of December 31, 2024. Subject to our achieving financial performance targets, these units will vest as follows:
​​​​​​​​
​ · ​ · January 1, · ​
Name​2025​2026​2027​
Joseph W. Craft III​———​
​​​​​​​​
Cary P. Marshall​29,17330,94529,897​
​​​​​​​​
Steven C. Schnitzer​——30,104​
​​​​​​​​
Kirk D. Tholen​78,00334,08032,926​
​​​​​​​​
Thomas M. Wynne​54,602​34,080​32,926​

Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.” All grants of restricted units under the LTIP include the contingent right to receive quarterly cash distributions in an amount equal to the cash distributions we make to unitholders during the vesting period.

(2)Stated values are based on $26.29 per unit, the closing price of our common units on December 31, 2024, the final market trading day of 2024.

Units Vested Table for 2024

The following table provides information, on an aggregate basis, about the Named Executive Officers’ awards that vested during the fiscal year ended December 31, 2024. None of our Named Executive Officers hold any unit option awards.

​​​​​​​
​ · ​ · Unit Awards
​ · ​ · ​ · ​
​ · ​ · Number of Units · ​ · ​ · ​
​ · ​ · Acquired on Vesting · ​ · Value Realized on
Name​(#)(1)​Vesting ($)(1)
Joseph W. Craft III—​$—​
​​​​​​​
Cary P. Marshall​64,160​1,358,909​
​​​​​​​
Steven C. Schnitzer—​—​
​​​​​​​
Kirk D. Tholen198,020​4,194,064​
​​​​​​​
Thomas M. Wynne138,610​2,935,760​
(1)Amounts represent the number and value of restricted units granted under the LTIP that vested in 2024. All of these units vested on January 1, 2024 and are valued at $21.18 per unit, the closing price on December 29, 2023, the final market trading day of 2023. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.”

Nonqualified Deferred Compensation Table for 2024

​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · Aggregate · ​ · ​ · ​
​ · ​ · Executive · Registrant · Aggregate · Withdrawals/ · Aggregate · ​
​ · ​ · Contributions · ​ · Contributions · ​ · Earnings · ​ · Distributions · ​ · Balance · ​
​ · ​ · in Last Fiscal · ​ · in Last Fiscal · ​ · in Last Fiscal · ​ · in Last Fiscal · ​ · at Last Fiscal · ​
Name · ​ · Year ($) (1) · ​ · Year ($) (1) · ​ · Year ($) (2) · ​ · Year ($) (3) · ​ · Year End ($) (4) · ​
Joseph W. Craft III​—​—​​3,222,263​​(10,911,726)​​—​
​​​​​​​​​​​​​​​​​
Cary P. Marshall​——​485,613​(1,644,307)​—​
​​​​​​​​​​​​​​​​​
Steven C. Schnitzer​——​—​—​—​
​​​​​​​​​​​​​​​​​
Kirk D. Tholen​——​664,096​(2,248,784)​​—​
​​​​​​​​​​​​​​​​​
Thomas M. Wynne​——​768,573​(2,602,549)​—​
(1)Column not applicable.
(2)Amounts represent earnings accrued during 2024 prior to the termination of the plan on December 16, 2024 on each Named Executive Officer’s SERP notional account balance for additional phantom units as a result of quarterly distributions on our common units and changes in the market value of the notional account balance. The market value of the notional account balance at the end of 2023 was $21.18 per common unit. Earnings were not above-market or preferential.
(3)Amounts represent the payout of each Named Executive Officer’s SERP notional account balance upon the termination of the plan in December 2024 and were valued at $26.66 per unit.
(4)As a result of the termination of the plan on December 16, 2024, all SERP accounts were settled prior December 31, 2024.

Narrative Discussion Relating to the Nonqualified Deferred Compensation Table for 2024

For a discussion of the SERP, please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Supplemental Executive Retirement Plan.”

Potential Payments Upon a Termination or Change in Control

The following disclosures discuss the payments and benefits that each of our Named Executive Officers would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2024. As a result, the payments and benefits disclosed represent what would have been due to such Named Executive Officers under the applicable agreements and plans in existence as of December 31, 2024; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2024, unless specifically stated.

Treatment of LTIP Awards upon a Change in Control

Each of our Named Executive Officers is eligible to receive, accelerated vesting and payment under the LTIP upon certain terminations of employment or upon our change in control. Upon a “change in control,” as defined in the LTIP, all outstanding awards under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full. All restricted periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level.

Under the LTIP, a “change in control” generally means, and will be deemed to have occurred upon the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer of all or substantially all of the assets of the Partnership to any Person (as defined in the LTIP) or its affiliates, unless following the applicable transaction such assets are controlled, directly or indirectly, by Mr. Craft; (ii) the consolidation or merger of the Partnership with or into another Person pursuant to a transaction in which the outstanding voting interests of the Partnership are changed into or

exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding voting interests of the Partnership are changed into or exchanged for voting stock or interests of the surviving corporation or its parent, (b) the holders of the voting interests of the Partnership immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock or interests of the surviving corporation or its parent immediately after such transaction, and (c) Mr. Craft, directly or indirectly, retains control over the business of the Partnership or any successor entity; or (iii) a “person” or “group” being or becoming the “beneficial owner” (such quoted terms as defined in the Exchange Act) of more than 50% of all voting interests of the Partnership then outstanding, other than (a) in a merger or consolidation which would not constitute a Change in Control under clause (ii) above or (b) any transaction in which Mr. Craft, directly or indirectly, retains control over the business of the Partnership or any successor entity.

Treatment of LTIP Awards upon a Termination of Employment (in connection with a Sale of Significant Assets)

Pursuant to the terms of the LTIP, in the event the Partnership sells or otherwise disposes of a significant portion of the assets under its control (as determined by action of the Board in its sole discretion), and as a result of such disposition (i) a participant’s employment is terminated without “Cause” or by the participant for “Good Reason” or (ii) the participant’s employer will no longer be the Partnership or one of its affiliates, then all outstanding awards under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full. All restricted periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level; provided, however, that the restricted period may not terminate prior to the end of the “subordination period” (such quoted terms as defined in the LTIP). The subordination period has ended.

Termination of Employment under the Schnitzer Employment Letter

The Schnitzer Employment Letter provides that if Mr. Schnitzer’s employment is terminated on or before March 1, 2027 (x) by us for any reason including a “Change of Control” but other than for “Cause” or (y) by Mr. Schnitzer for “Good Reason” (such quoted terms as defined in the Schnitzer Employment Letter), Mr. Schnitzer will receive a severance payment in an amount equal to (a) two times Mr. Schnitzer’s then-effective annual base salary, plus (b) two times the then-effective standard payout for Mr. Schnitzer under the STIP, plus (c) any unpaid installment(s) of his signing bonus.

Except for the severance provided to Mr. Schnitzer under the Schnitzer Employment Letter, none of our Named Executive Officers were eligible for severance or change in control benefits outside of the potential equity award acceleration under the LTIP, as described above.

Quantification of Payments

The table below discloses the amount of compensation and/or benefits due to our Named Executive Officers in the event of their termination of employment and/or upon a change in control under their compensatory arrangements in effect on December 31, 2024. The actual amounts to be paid are dependent on various factors, which may or may not exist at the time a Named Executive Officer is actually terminated and/or a change in control actually occurs. All accelerated equity award values are calculated using a unit price of $26.29 per unit, the closing price of our common units on December 31, 2024.

​​​​​​​​​​​
​ · ​ · Column (A) · ​ · ​ · Column (C) · ​
​ · ​ · Benefits Payable Upon Termination · ​ · Column (B) · ​ · Benefits Payable Upon Termination by · ​
​ · ​ · without Cause or for Good Reason · ​ · Benefits Payable Upon a Change · ​ · Partnership for Any Reason (other than · ​
​ · ​ · with a Sale of Significant Assets · ​ · in Control (No Termination) · ​ · Cause) or by Employee for Good Reason · ​
Name​($) (1)​($)​($) (2)​
Joseph W. Craft III​​​​​​​​​
Cash Payments​​—​—​​—​
Accelerated Vesting of Equity​​—​​—​​—​
Total​​—​​—​​—​
​​​​​​​​​​​
Cary P. Marshall​​​​​​​​​
Cash Payments​​—​—​​—​
Accelerated Vesting of Equity​​2,366,494​​2,366,494​​—​
Total​​2,366,494​​2,366,494​​—​
​​​​​​​​​​​
Steven C. Schnitzer​​​​​​​​​
Cash Payments​​2,256,000​—​​2,256,000​
Accelerated Vesting of Equity​​791,434​​791,434​​—​
Total​​3,047,434​​791,434​​2,256,000​
​​​​​​​​​​​
Kirk D. Tholen​​​​​​​​​
Cash Payments​​—​—​​—​
Accelerated Vesting of Equity​​4,194,064​​4,194,064​​—​
Total​​4,194,064​​4,194,064​​—​
​​​​​​​​​​​
Thomas M. Wynne​​​​​​​​​
Cash Payments​​—​—​​—​
Accelerated Vesting of Equity​​2,935,760​​2,935,760​​—​
Total​​2,935,760​​2,935,760​​—​
(1)As set forth within the LTIP for all LTIP participants.
(2)This Column (C) does not include any amounts that could become payable upon an overlapping termination scenario that is already reflected within Column (A).

Director Compensation

The sole member of our general partner has the right to set the compensation of the directors of our general partner. Typically, such compensation has been set by the Compensation Committee with the concurrence of Mr. Craft, who indirectly owns our general partner. Mr. Craft, our only employee director, received no director compensation for 2024, and all compensation that Mr. Craft received in his capacity as an employee is set forth above within the Summary Compensation Table. The directors of MGP devote 100% of their time as directors of MGP to the business of the ARLP Partnership.

Director Compensation Table for 2024

The following table summarizes the compensation provided to the non-employee directors for the fiscal year ended December 31, 2024.

​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Change in Pension · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Non-Equity · ​ · Value and · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Fees earned · ​ · Unit · ​ · Option · ​ · Incentive Plan · ​ · Nonqualified Deferred · ​ · All Other · ​ · ​ · ​
​ · ​ · or Paid in · ​ · Awards · ​ · Awards · ​ · Compensation · ​ · Compensation · ​ · Compensation · ​ · ​ · ​
Name​Cash ($)​($) (2)(3)​($)(1)​($)(1)​Earnings ($)(1)​($)(1)​Total ($)
Nick Carter​$220,000​$—​$—​$—​$—​$—​$220,000​
Robert J. Druten​225,000​42,947​—​—​—​—​267,947​
Ronna McDaniel (4)​​12,269​—​—​—​—​—​12,269​
John H. Robinson (5)​222,500​—​—​—​—​—​222,500​
Wilson M. Torrence​245,000​35,285​—​—​—​—​280,285​
Paul Vining​150,000​—​—​—​—​—​150,000​
(1)Columns are not applicable to 2024 director compensation.
(2)Amounts represent the grant date fair value of equity awards in 2024 related to deferrals of distributions earned on deferred units (computed pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in “Item 8. Financial Statements and Supplementary Data—Note 18 – Common Unit-Based Compensation Plans”). Please see Narrative to Director Compensation Table, below.
(3)On December 16, 2024, the Directors’ Deferred Compensation Plan was terminated, and all of the “phantom” ARLP common units settled in cash. At December 31, 2024, no director had a deferred balance under the Directors’ Deferred Compensation Plan.
(4)Ms. McDaniel was appointed to the Board of Directors in December 2024.
(5)Mr. Robinson retired as a director effective December 31, 2024.

Narrative to Director Compensation Table

Compensation for our non-employee directors includes an annual cash retainer paid quarterly in advance on a pro rata basis. The annual retainer for 2024 was $215,000. In addition to the retainer, Mr. Torrence was entitled to annual cash compensation in 2024 of $30,000 for service as Chairman of the Audit Committee. Mr. Robinson and Mr. Carter were entitled to additional annual cash compensation of $10,000 each for service as Chairman of the Compensation Committee, prorated to each based on Mr. Robinson’s service through June 2024 and Mr. Carter’s service commencing in July 2024. Mr. Druten was entitled to annual cash compensation in 2024 of $10,000 for service as Chairman of the Conflicts Committee, and Mr. Vining was entitled to additional annual compensation of $145,000 for his service as Lead Director of the Board of Directors which was prorated for 2024 based on his service on the Board of Directors commencing in July 2024.

Prior to 2025, directors had the option to defer all or part of their cash compensation pursuant to the Directors’ Deferred Compensation Plan by completing an election form prior to the beginning of each calendar year. No director elected to defer cash compensation in 2024. On December 14, 2023 the Board of Directors approved the termination of the Directors’ Deferred Compensation Plan, and authorized the distribution of accounts on December 15, 2024 or as soon thereafter as practical. Termination rules regarding deferred compensation plans required the termination of this plan in connection with the termination of the SERP. In December 2024, the Board of Directors approved the distribution of the fair value of the phantom units credited to the accounts of the directors that were participants in the Deferred Compensation Account in cash rather than ARLP common units on or about December 16, 2024.

Pursuant to the Directors’ Deferred Compensation Plan, a notional account was established for deferred amounts of cash compensation and credited with notional common units of ARLP, described in the plan as “phantom” units. The number of phantom units credited was determined by dividing the amount deferred by the average closing unit price for the ten trading days immediately preceding the deferral date. When quarterly cash distributions were made with respect to ARLP common units, an amount equal to such quarterly distribution was credited to the notional account as additional phantom units. Payment of accounts under the Directors’ Deferred Compensation Plan was to be made in ARLP common

units equal to the number of phantom units then credited to the director’s account. As discussed above, payments to the directors of the fair value of the phantom units credited to their accounts in connection with the termination of such plan were made in cash in December 2024.

CEO Pay Ratio Disclosures

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 Joseph W. Craft III, our CEO.

For 2024, our last completed fiscal year:

●The median of the annual total compensation of all employees of our company (other than the CEO) was $89,422.
●The annual total compensation of our CEO, as reported in the Summary Compensation Table was $1.
●Based on this information, for 2024 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 0.00001 to 1.

To determine the annual total compensation of our median employee and our CEO, we took the following steps:

●Using the same median employee identified in 2023, we combined all of the elements of such employee’s compensation for the 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $89,422, comprised of such employee’s W-2 compensation of $83,622 and contributions in the amount of $5,800 that we made on the employee’s behalf to our 401(k) plan for the 2024 year.
●With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table.

Compensation Committee Interlocks and Insider Participation

Mr. Craft, Chairman, President and CEO of our general partner, is also Chairman, President and CEO of AGP, which is the direct owner of 100% of the membership interests of our general partner. Otherwise, none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Board of Directors or Compensation Committee of our general partner.

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