DEF 14A of Suburban Propane Partners LP, Mar 25, 2024

DEF 14A of Suburban Propane Partners LP

Filed Mar 25, 2024 · FY20230000950170-24-035950

Open on EDGAR

  1. NOMINEES FOR ELECTION AS SUPERVISORS

    NOMINEES FOR ELECTION AS SUPERVISORS

  2. NOMINEES FOR ELECTION AS SUPERVISORS

    | | | | | Other Public | Committee of the Board | | | | Nominee and Principal Occupation | Independent | Age | Supervisor Since | Company Board | AC | CC | NGC | | Matthew J. Chanin Former Senior Managing Director, Prudential Investment Management | Yes | 69 | 2012 | None | | X | X* | | Harold R. Logan, Jr. Former Founder and Director, Basic Materials and Services LLC | Yes | 79 | 1996 | None | | X | X | | Jane Swift President, Education at Work | Yes | 58 | 2007 | None | | X* | X | | Terence J. Connors Retired Partner, KPMG LLP | Yes | 69 | 2017 | AdaptHealth Corp. and FS Credit Real Estate Income Trust, Inc. | X* | | X | | William M. Landuyt Managing Director, Charterhouse Strategic Partners, LLC | Yes | 68 | 2017 | None | X | | X | | Amy M. Adams Vice President of Government Partnerships and Funding, Cummins Inc. | Yes | 58 | 2023 | None | | X | X | | Rommel M. Oates Chairman and CEO, Oates Energy Solutions LLC; CEO, Refinery Calculator Inc. | Yes | 44 | 2023 | Summit Midstream Partners, LP | X | | X | | Michael A. Stivala President & CEO, Suburban Propane Partners, L.P. | No | 54 | 2014 | None | | | |

  3. NOMINEES FOR ELECTION AS SUPERVISORS

    AC: Audit Committee CC: Compensation Committee NGC: Nominating/Governance Committee * Denotes Committee Chair

  4. Matthew J. Chanin Age 69

    Matthew J. Chanin Age 69 Mr. Chanin has served as a Supervisor since November 2012 and was elected as Chairman of the Board of Supervisors effective January 1, 2021. Mr. Chanin was Senior Managing Director of Prudential Investment Management, a subsidiary of Prudential Financial, Inc., from 1996 until his retirement in January 2012, after which he continued to provide consulting services to Prudential until December 2016. He headed Prudential’s private fixed income business, chaired an internal committee responsible for strategic investing and was a principal in Prudential Capital Partners, the firm’s mezzanine investment business, and, until October 2017, served as a Director of two private companies that were in the fund portfolios of Prudential Capital Partners. Mr. Chanin’s qualifications to sit on our Board, and serve as Chairman of the Board and as Chair of its Nominating/Governance Committee, include 35 years of investment experience with a focus on highly structured private placements in companies in a broad range of industries, with a particular focus on energy companies. He has previously served on the audit committee of a public company’s board and the compensation committee for a private company board. Mr. Chanin has earned an MBA and is a Chartered Financial Analyst.

  5. Harold R. Logan, Jr. Age 79

    Harold R. Logan, Jr. Age 79 Mr. Logan has served as a Supervisor since March 1996 and served as Chairman of the Board of Supervisors from January 2007 until December 31, 2020. Mr. Logan co-founded, and from 2006 to May 2018 served as a Director of Basic Materials and Services LLC, an investment company that, until it went inactive in May 2018, invested in companies that provide specialized infrastructure services and materials for the pipeline construction industry and the sand/silica industry. From 2003 to September 2006, Mr. Logan was a Director and Chairman of the Finance Committee of the Board of Directors of TransMontaigne Inc., which provided logistical services (i.e., pipeline, terminaling and marketing) to producers and end-users of refined petroleum products. From 1995 to 2002, Mr. Logan was Executive Vice President/Finance, Treasurer and a Director of TransMontaigne Inc. From 1987 to 1995, Mr. Logan served as Senior Vice President – Finance and a Director of Associated Natural Gas Corporation, an independent gatherer and marketer of natural gas, natural gas liquids and crude oil. Mr. Logan is also a Director of Hart Energy Publishing LLP, and, through October 2021 was a Director of Cimarex Energy Co. prior to its merger with Cabot Oil & Gas Corp.; through May 2019, was a Director of InfraREIT, Inc., which was acquired by Oncor Electric Delivery Company LLC and Sempra Energy in May 2019; and through May 2017, was a Director of Graphic Packaging Holding Company. Over the past forty plus years, Mr. Logan’s education, investment banking/venture capital experience and business/financial management experience have provided him with a comprehensive understanding of business and finance. Most of Mr. Logan’s business experience has been in the energy industry, both in investment banking and as a senior financial officer and director of publicly-owned energy companies. Mr. Logan’s expertise and experience have been relevant to his responsibilities of providing oversight and advice to the managements of public companies, and is of particular benefit in his role as a Supervisor. Since 1996, Mr. Logan has been a director of ten public companies and has served on audit, compensation and governance committees.

  6. Participants in the Compensation Process

    Participants in the Compensation Process Role of the Compensation Committee The Compensation Committee of our Board of Supervisors (the “Committee”) is responsible for overseeing our executive compensation program. In accordance with its charter, available on our website at www.suburbanpropane.com, the Committee ensures that the compensation packages provided to our executive officers are designed in accordance with our compensation philosophy. The Committee reviews and approves the compensation packages of our managing directors, assistant vice presidents, vice presidents, senior vice presidents, and our named executive officers. The Committee establishes and oversees our general compensation philosophy in consultation with our President and Chief Executive Officer, and supplements that by seeking advice, best practices and benchmarking from outside compensation consultants on an as needed basis. Among other duties, the Committee has overall responsibility for: • Reviewing and approving the compensation of our President and Chief Executive Officer, our Chief Financial Officer, and our other executive officers; • Reporting to the Board of Supervisors any and all decisions regarding compensation changes for our President and Chief Executive Officer and our other executive officers; Evaluating and approving awards under our annual cash bonus plan, awards under our Long-Term Incentive Plan, grants under our Restricted Unit Plan and Phantom Equity Plan, and grants under our Distribution Equivalent Rights Plan, as well as all other executive compensation policies and programs; Approving, administering and interpreting the compensation plans that constitute each component of our executive officers’ compensation packages; Engaging consultants, when appropriate, to provide independent, third-party advice on executive officer-related compensation, including benchmarking data; • Planning for anticipated and unexpected leadership changes by engaging in a continual process of management succession planning; and • Reviewing human capital management matters with respect to Suburban, which may include, but are not limited to, the development, attraction, motivation and retention of personnel, employee diversity and inclusion, workplace environment and culture, and internal communications programs. Role of the President and Chief Executive Officer The role of our President and Chief Executive Officer in the executive compensation process is to recommend individual pay adjustments, grants of awards under our Restricted Unit Plan and Phantom Equity Plan, and other adjustments to the compensation packages of the executive officers, other than for himself, to the Committee based on market conditions, Suburban’s performance and individual performance. When recommending individual pay adjustments for the executive officers, our President and Chief Executive Officer presents the Committee with information comparing each executive officer’s current compensation to relevant benchmark data for comparable positions. Role of Outside Consultants Prior to each Committee meeting at which executive compensation packages are reviewed, members of the Committee are provided with benchmarking data from the Mercer Human Resource Consulting, Inc (“Mercer”) database for comparison. The Committee’s sole use of the Mercer database is to compare and contrast our executive officers’ current base salaries, total cash compensation opportunities and total direct compensation to the data provided in the Mercer benchmarking database, which is derived from a proprietary database of surveys from over 1,699 organizations and approximately 1,051 positions that may or may not include similarly-sized national propane marketers. The use of the Mercer database provides a broad base of compensation benchmarking information for companies of a size similar to that of Suburban. There was no formal consultancy role played by Mercer. Therefore, prior to the Committee’s meetings, neither the Committee members nor our President and Chief Executive Officer met with representatives from Mercer. In addition to using the benchmarking data from the Mercer database, the Committee has utilized, since fiscal 2013, the services of Willis Towers Watson (“WTW”), a human resource consulting firm, in developing compensation packages for each of our named executive officers and our other executive officers. Because the Committee has followed an informal policy of only considering increases to executive base salaries every two years, the Committee commissions WTW to update their benchmarking study every two years. The Committee has also engaged the services of WTW in evaluating other aspects of executive compensation packages on a periodic basis, including the design of incentive compensation plans and other perquisites. WTW benchmarks the base salaries, total cash compensation opportunities and total direct compensation of our executive officers in comparison to comparable positions, using market data for similarly-sized companies which were collected by WTW from multiple survey sources across several industries, inclusive of other energy companies in the United States. The Committee engaged WTW in 2021 to provide benchmarking data in reviewing and establishing executive compensation for fiscal 2022 and for fiscal 2023, and again in 2023 to evaluate executive compensation for fiscal 2024. Our Unitholders: Say-on-Pay At their 2021 Tri-Annual Meeting, our Unitholders overwhelmingly approved an advisory resolution approving executive compensation (commonly referred to as “Say-on-Pay”). As a result, the Committee determined that no major revisions of its executive compensation practices were required. However, it remains the Committee’s practice to periodically evaluate its compensation practices for possible improvement. The following represents the 2021 Say-on-Pay voting results:

  7. The Annual Compensation Decision Making Process

    The Annual Compensation Decision Making Process Fiscal 2023 Committee Meetings The Committee usually holds three regularly-scheduled meetings during the fiscal year: one in October or November, one in January and one in July, and may meet at other times during the year as warranted. During fiscal 2023, the Committee met in November, January and July. The Committee finalized the fiscal 2023 compensation packages for our named executive officers at its November 8, 2022 meeting. As in past fiscal years and as referred to above, the Committee was provided with a comprehensive analysis of each executive officer’s past and current compensation - including benchmarking data for comparison - to enable it to assess and determine each executive officer’s compensation package for fiscal 2023. Prior to making its decisions regarding each named executive officer’s fiscal 2023 compensation package, the Committee reviewed the total cash compensation opportunity that was provided to each named executive officer during the previously completed fiscal year compared to the total mean cash compensation opportunity for the parallel position in the Mercer benchmarking database and to the previous year’s recommendations provided by WTW in advance of the November 8, 2022 Committee meeting. Our Approach to Setting Compensation Packages Although the Committee has adopted an informal policy of considering adjustments to the base salaries of our named executive officers every two years (unless specific circumstances warrant adjustments at a different time), the Committee still conducts an annual review of the compensation packages of all of our executive officers. In reviewing and determining the compensation packages of our named executive officers, the Committee considers a number of factors related to each executive; including, but not limited to, years of experience in current position, scope and level of responsibility, influence over Suburban’s affairs and individual performance. The relative importance assigned to each of these factors by the Committee may differ from executive to executive and from year to year. As a result, different weights may be given to different components of compensation among each of our named executive officers. As a result of this informal policy, the Committee did not consider fiscal 2023 adjustments to the base salaries of our named executive officers. As previously stated, the Committee reviewed benchmarking data from Mercer and WTW for comparison. This benchmarking data is just one of a number of factors considered by the Committee, but, in some cases, is not necessarily the most persuasive factor. The Committee compared total cash compensation opportunities (comprising base salary, annual cash bonuses and distribution equivalent rights payments) to the 50th percentile for the total cash compensation opportunity for the parallel position in both the Mercer benchmarking database and the market data provided by WTW. The Committee compared the total direct compensation, which includes the total cash compensation opportunity plus long-term incentives (inclusive of cash settled long-term incentives and grants under the Restricted Unit and Phantom Equity Plans) to the 75th percentile of the Mercer benchmarking database and the WTW benchmarking study. The Committee seeks to establish an overall compensation package for each of our executive officers that provides a competitive base salary, the opportunity to earn annual cash incentives based on annual performance targets, with the goal of establishing a total cash compensation opportunity that reflects the 50th percentile of the relevant benchmark data. The annual total cash compensation opportunity is supplemented with targeted long-term incentive opportunities, in the form of long-term performance-based awards under our Long-Term Incentive Plan and grants of awards under our Restricted Unit Plan and Phantom Equity Plan, to establish the target total direct compensation for each executive officer. Compensation Peer Group The Committee bases its benchmarking on the market data, provided by Mercer and WTW, derived from companies of a size similar to Suburban, and does not rely solely on a peer group of other propane marketers. The Committee takes this approach because it believes that the proximity of our headquarters to New York City and the need to realistically compete for skilled executives in an environment shared by numerous other enterprises seeking similarly skilled employees requires a broader review of the market. Furthermore, similarly-sized propane marketers (of which there are only two) compete for executives in different economic environments and have different ownership structures which may influence the comparability of compensation data for executive officer positions. This benchmarking approach has been in place for a number of years.

  8. Pay Mix

    | Name | Base Salary | Cash Bonus Target | Cash Settled Long-Term Incentive | Cash Settled Phantom Equity Plan Grants | Distribution Equivalent Rights | Total Cash Compensation Opportunity as a Percentage of Total Direct Compensation | Non-Cash Restricted Unit Plan Grants as a Percentage of Total Direct Compensation | | Michael A. Stivala | 28% | 34% | 26% | 7% | 5% | 82% | 18% | | Michael A. Kuglin | 30% | 24% | 18% | 21% | 7% | 79% | 21% | | Steven C. Boyd | 30% | 24% | 18% | 21% | 7% | 80% | 20% | | Douglas T. Brinkworth | 29% | 23% | 17% | 23% | 8% | 78% | 22% | | Neil E. Scanlon | 28% | 23% | 17% | 23% | 9% | 78% | 22% |

  9. Pay Mix

    In reviewing and establishing compensation packages for our named executive officers for fiscal 2024, at its meeting on November 7, 2023, in accordance with its informal policy of considering base salary increases every two years, fiscal 2024 is a year for which the Committee planned to consider base salary adjustments. In anticipation of this, at its July 18, 2023 meeting, it directed management to commission a WTW compensation benchmarking study for use in considering and determining any fiscal 2024 adjustments. The Committee used this study and the 2023 Mercer benchmark database as data sources to review and approve base salary adjustments, as well as the target grant values of the non-cash Restricted Unit Plan and cash settled Phantom Equity Plan grants that were awarded to our named executive officers and certain other executive officers as part of their overall compensation packages for fiscal 2024. The following table summarizes each of the components of total cash compensation as a percentage of each named executive officer’s total cash compensation opportunity for fiscal 2024, as well as the total cash compensation opportunity and the non-cash Restricted Unit Plan, and cash settled Phantom Equity Plan, grants each as a percentage of the total direct compensation opportunity for fiscal 2024:

  10. Pay Mix

    | Name | Base Salary | Cash Bonus Target | Cash Settled Long-Term Incentive | Cash Settled Phantom Equity Plan Grants | Distribution Equivalent Rights | Total Cash Compensation Opportunity as a Percentage of Total Direct Compensation | Non-Cash Restricted Unit Plan Grants as a Percentage of Total Direct Compensation | | Michael A. Stivala | 28% | 34% | 25% | 7% | 6% | 80% | 20% | | Michael A. Kuglin | 28% | 22% | 17% | 25% | 8% | 82% | 18% | | Steven C. Boyd | 27% | 22% | 16% | 27% | 8% | 81% | 19% | | Douglas T. Brinkworth | 27% | 22% | 16% | 27% | 8% | 81% | 19% | | Neil E. Scanlon | 27% | 22% | 16% | 27% | 8% | 81% | 19% |

  11. Pay Mix

    Total Direct Compensation for Our President and Chief Executive Officer At its meeting on November 9, 2021, the Committee reviewed a detailed benchmarking analysis of the components of total direct compensation for our President and Chief Executive Officer prepared by WTW in making decisions regarding structural changes to his compensation for fiscal 2022. Mr. Stivala has been Suburban’s President and Chief Executive Officer since September 2014, and has navigated Suburban through an extraordinarily challenging operating environment during his tenure, while also beginning to shift the strategic focus of Suburban toward the building of a renewable energy platform. In reviewing the relevant benchmark data for similar-sized companies, the Committee acknowledged a significant shortfall in the total cash compensation opportunity for Mr. Stivala compared to the 50th percentile of the benchmark total cash compensation opportunity. In an effort to begin to close the gap on the perceived shortfall in the overall compensation structure for our President and Chief Executive Officer compared to the relevant benchmark, a number of changes were made to his fiscal 2022 compensation package. As part of the structural changes to the compensation package for our President and Chief Executive Officer, by increasing his Annual Bonus Target percentage to 120%, the Committee shifted a higher percentage of the total direct compensation opportunity to performance-based compensation under the Committee’s pay for performance philosophy. The following were the changes to the total direct compensation opportunity for our President and Chief Executive Officer for fiscal 2022:

  12. Pay Mix

    | Components of Total Direct Compensation | Fiscal 2021 Total Direct Compensation | Fiscal 2022 Total Direct Compensation | | Base Salary | $600,000 | $820,000 | | Annual Bonus Target % | 100% | 120% | | Annual Bonus Target $ | $600,000 | $984,000 | | Distribution Equivalent Rights Payments | $141,253 | $159,100 | | Total Cash Compensation Opportunity | $1,341,253 | $1,963,100 | | LTIP Target $ | $300,000 | $738,000 | | Restricted Unit Plan Award $ | $1,050,090 | $744,247 | | Total Direct Compensation Opportunity | $2,691,343 | $3,445,347 | | Performance-Based % of Total Direct Compensation Opportunity | 33% | 50% |

  13. Pay Mix

    In summary, as a result of these structural changes to the compensation package for our President and Chief Executive Officer, the total cash compensation opportunity was more reflective of the 50th percentile for the relevant benchmark and the percentage of “at risk” compensation for fiscal 2022 increased from 33% to 50%. In accordance with its informal policy of only considering base salary increases every two years, at its November 8, 2022 meeting, the Committee did not consider a salary increase for Mr. Stivala for fiscal 2023. Instead, the Committee focused its efforts on reviewing benchmark data to determine the appropriate target values of awards under the Restricted Unit Plan and the Phantom Equity Plan for Mr. Stivala for fiscal 2023. Similar to Mr. Stivala’s fiscal 2022 compensation package, his total cash compensation opportunity is reflective of the 50th percentile for the relevant benchmark and the percentage of “at risk” compensation for fiscal 2023 was 49%. The following summarizes the total direct compensation opportunity for our President and Chief Executive Officer for fiscal 2023:

  14. Pay Mix

    | Components of Total Direct Compensation | Fiscal 2023 Total Direct Compensation | | Base Salary | $820,000 | | Annual Bonus Target % | 120% | | Annual Bonus Target $ | $984,000 | | Distribution Equivalent Rights Payments | $156,532 | | Total Cash Compensation Opportunity | $1,960,532 | | LTIP Target $ | $738,000 | | Restricted Unit Plan Award $ | $629,526 | | Phantom Equity Plan Award $ | $190,000 | | Total Direct Compensation Opportunity | $3,518,058 | | Performance-Based % of Total Direct Compensation Opportunity | 49% |

  15. Pay Mix

    At its November 7, 2023 meeting, the Committee reviewed a detailed benchmarking analysis of the components of total direct compensation for our President and Chief Executive Officer prepared by WTW while making decisions regarding Mr. Stivala’s fiscal 2024 compensation package. The Committee acknowledged that there is still a significant shortfall in the total cash compensation opportunity for Mr. Stivala compared to the 50th percentile of the benchmark total cash compensation opportunity, as well as in comparison of the total direct compensation opportunity compared to the 75th percentile of the relevant benchmark. The following table summarizes the total direct compensation opportunity for our President and Chief Executive Officer for fiscal 2024:

  16. Pay Mix

    | Components of Total Direct Compensation | Fiscal 2024 Total Direct Compensation | | Base Salary | $910,000 | | Annual Bonus Target % | 120% | | Annual Bonus Target $ | $1,092,000 | | Distribution Equivalent Rights Payments | $165,407 | | Total Cash Compensation Opportunity | $2,167,407 | | LTIP Target $ | $819,000 | | Restricted Unit Plan Award $ | $813,968 | | Phantom Equity Plan Award $ | $236,200 | | Total Direct Compensation Opportunity | $4,036,575 | | Performance-Based % of Total Direct Compensation Opportunity | 47% |

  17. Annual Cash Bonus Plan

    Annual Cash Bonus Plan The Committee uses the annual cash bonus plan (which falls within the Securities and Exchange Commission’s definition of a “Non-Equity Incentive Plan” for the purposes of the Summary Compensation Table and otherwise) to provide a cash incentive award to certain hourly and salaried employees; including our named executive officers. Payments, if any, are based on the attainment of EBITDA targets for the particular fiscal year, in accordance with an annual budget approved by our Board of Supervisors at the beginning of the fiscal year, and other qualitative factors that we refer to below as a “scorecard-based component.” Components of Annual Cash Bonus Plan Definitions Actual EBITDA: represents net income before deducting interest expense, income taxes, depreciation and amortization. Actual Adjusted EBITDA: represents Actual EBITDA adjusted for various items, including, but not limited to: unrealized non-cash gains or losses on changes in the fair value of derivative instruments; gains or losses on sale of businesses; acquisition and integration-related costs; multi-employer pension plan withdrawal charges; pension settlement charges; earnings and losses from our unconsolidated affiliates; and losses on debt extinguishment. Budgeted EBITDA: represents our target budgeted EBITDA developed using a bottom-up process factoring in reasonable growth targets from the prior year’s performance, while at the same time attempting to reach a balance between a target that is reasonably achievable, yet not assured. The annual cash bonus plan contains two separate measurement components as follows: • Performance-based component in which Actual Adjusted EBITDA is compared to Budgeted EBITDA; and Scorecard-based component in which up to an additional 35% of the target cash bonus may be awarded by the Committee, as an enhancement to the performance-based component, based on their evaluation of several qualitative scorecard items that include the following: key safety statistics compared to the prior year, customer base trends compared to the prior year, advancement of the Go Green with Suburban Propane corporate pillar and sustainability initiatives, and, in the case of our named executive officers, achievement of corporate and individual goals. The Committee uses its discretion regarding how much weight to place on any one, or several, of the qualitative scorecard items in determining the amount, if any, of the scorecard-based component to award in any fiscal year. The following table sets forth the percentages of target cash bonuses participants will earn under the performance-based component of the annual cash bonus plan at various levels of Adjusted EBITDA in relation to Budgeted EBITDA:

  18. Annual Cash Bonus Plan

    | Performance-Based Component | | | | | Actual Adjusted EBITDA as a % of Budgeted EBITDA | % of Target Cash Bonus Earned | | Maximum | 120% and above | 120% | | | 119% | 119% | | | 118% | 118% | | | 117% | 117% | | | 116% | 116% | | | 115% | 115% | | | 114% | 114% | | | 113% | 113% | | | 112% | 112% | | | 111% | 111% | | | 110% | 110% | | | 109% | 109% | | | 108% | 108% | | | 107% | 107% | | | 106% | 106% | | | 105% | 105% | | | 104% | 104% | | | 103% | 103% | | | 102% | 102% | | | 101% | 101% | | Target | 100% | 100% | | | 99% | 98% | | | 98% | 96% | | | 97% | 94% | | | 96% | 92% | | | 95% | 90% | | | 94% | 88% | | | 93% | 86% | | | 92% | 84% | | | 91% | 82% | | | 90% | 80% | | | 89% | 77% | | | 88% | 74% | | | 87% | 71% | | | 86% | 68% | | | 85% | 65% | | | 84% | 62% | | | 83% | 59% | | | 82% | 56% | | | 81% | 53% | | Entry | 80% | 50% | | | Below 80% | 0% |

  19. Annual Cash Bonus Plan

    Fiscal 2023 Annual Cash Bonus For fiscal 2023, our Budgeted EBITDA was $275.0 million. Our Actual Adjusted EBITDA was such that each of our executive officers earned 100% of his or her target cash bonus for the performance-based component of the annual cash bonus plan. During the previous two fiscal years, our Actual Adjusted EBITDA was such that each of our named executive officers earned 106% and 102% of his target cash bonus for fiscal 2022 and fiscal 2021, respectively. Additionally, for fiscal 2023, fiscal 2022 and fiscal 2021, based on the Committee’s evaluation of the qualitative scorecard-based components discussed above, the Committee awarded each of our named executive officers 25%, 24% and 25%, respectively, of the target cash bonuses for the scorecard-based component of the annual cash bonus plan. Accordingly, based on the performance of Suburban, and the named executive officers, in fiscal 2024, 125% of target cash bonuses will be paid out in relation to fiscal 2023, in fiscal 2023, 130% of target cash bonuses were paid out in relation to fiscal 2022 and in fiscal 2022, 127% of target cash bonuses were paid out in relation to fiscal 2021. The fiscal 2023 target cash bonus established for each named executive officer and the actual cash bonuses earned by each of them during fiscal 2023 are summarized as follows:

  20. Annual Cash Bonus Plan

    | Name | Fiscal 2023 Target Cash Bonus as a Percentage of Base Salary | Fiscal 2023 Target Cash Bonus | Fiscal 2023 Actual Cash Bonus Earned at 125% | | Michael A. Stivala | 120% | $984,000 | $1,230,000 | | Michael A. Kuglin | 80% | $360,000 | $450,000 | | Steven C. Boyd | 80% | $368,000 | $460,000 | | Douglas T. Brinkworth | 80% | $320,000 | $400,000 | | Neil E. Scanlon | 80% | $280,000 | $350,000 |

  21. Annual Cash Bonus Plan

    The Use of Discretion The Committee retains the right to exercise its broad discretionary powers to decrease or increase the annual cash bonus paid to a particular named executive officer, upon the recommendation of our President and Chief Executive Officer, or to the named executive officers as a group, when the Committee determines that an adjustment is warranted. The Committee did not exercise this authority in fiscal 2023, fiscal 2022 or fiscal 2021. If the Committee were to exercise its discretionary authority, any such discretionary bonuses provided to our named executive officers would be reported in the column titled “Bonus” in the Summary Compensation table below. The bonus payments earned by our named executive officers under the annual cash bonus plan for fiscal 2023, fiscal 2022 and fiscal 2021 are reported in the column titled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table below. At its November 7, 2023 meeting, the Committee approved the following fiscal 2024 target cash bonus opportunities for our named executive officers:

  22. Annual Cash Bonus Plan

    | Name | Fiscal 2024 Target Cash Bonus as a Percentage of Base Salary | Fiscal 2024 Target Cash Bonus | | Michael A. Stivala | 120% | $1,092,000 | | Michael A. Kuglin | 80% | $396,000 | | Steven C. Boyd | 80% | $400,000 | | Douglas T. Brinkworth | 80% | $356,000 | | Neil E. Scanlon | 80% | $312,000 |

  23. Long-Term Incentive Plan

    Long-Term Incentive Plan As result of a study completed by WTW, the Committee adopted our 2021 Long-Term Incentive Plan (the “LTIP”) to complement the annual cash bonus plan, which focuses on our short-term performance goals. The LTIP is a cash settled phantom unit plan that is designed to motivate our executive officers to focus on our long-term financial goals and operating and strategic objectives. Under the LTIP, performance is assessed over a three-year measurement period and, as such, at the beginning of each fiscal year, there are three active award cycles. For example, at the beginning of fiscal 2023 the active award cycles included: the fiscal 2021 award, which started at the beginning of fiscal 2021 and ended at the conclusion of fiscal 2023; the fiscal 2022 award, which started at the beginning of fiscal 2022 and will end at the conclusion of fiscal 2024; and the fiscal 2023 award, which started at the beginning of fiscal 2023 and will end at the conclusion of fiscal 2025. In order to determine if a payment is earned under the LTIP, performance is evaluated using two separate measurement components: (i) 75% weight for the fiscal 2021 award and 50% weight for the fiscal 2022 and fiscal 2023 awards based on the level of average distributable cash flow, as defined in the LTIP, of Suburban over the three-year measurement period (the “Average Distributable Cash Flow”); and (ii) 25% weight for the fiscal 2021 award and 50% weight for the fiscal 2022 and fiscal 2023 awards based on the achievement of certain operating and strategic objectives, set by the Committee, over the three-year measurement period (the “Operating/Strategic Objectives Component”), as further described below. Performance Conditions for the LTIP Based on their evaluation of the recommendations by WTW in the benchmarking study, the Committee established a two-component performance metric under the LTIP. For the fiscal 2021 LTIP award, the measurement period of which concluded at the end of our fiscal 2023, the two components are weighted as follows: • 75% based on the level of Average Distributable Cash Flow achieved during an outstanding award’s three-year measurement period; and • 25% based on the achievement of certain Operating and Strategic Objectives (as determined by the Committee for each award cycle). When approving an award, at the beginning of that particular award’s three-year measurement period, the Committee will establish a performance scale that will measure the Average Distributable Cash Flow component for the three-year measurement period. The target threshold for each fiscal year’s award cycle will represent a level of Average Distributable Cash Flow that reflects approximately 5% growth compared to a baseline distributable cash flow, or some other target threshold, as determined by the Committee. The following table illustrates the potential payout percentages associated with various levels of Average Distributable Cash Flow for the three-year measurement period of the fiscal 2021 award:

  24. Long-Term Incentive Plan

    | | Average Distributable Cash Flow Performance Scale for the Three-Year Measurement Period (thousands) | Payout Percentage | | Maximum Threshold | $215,000 | 150% | | | 213,000 | 145% | | | 211,000 | 140% | | | 209,000 | 135% | | | 207,000 | 130% | | | 205,000 | 125% | | | 203,000 | 120% | | | 201,000 | 115% | | | 199,000 | 110% | | | 197,000 | 105% | | Target Threshold | 195,000 | 100% | | | 191,000 | 95% | | | 187,000 | 90% | | | 183,000 | 85% | | | 179,000 | 80% | | | 175,000 | 75% | | | 171,000 | 70% | | | 167,000 | 65% | | | 163,000 | 60% | | | 159,000 | 55% | | Minimum Threshold | $155,000 | 50% |

  25. Long-Term Incentive Plan

    The Committee also established specific operating and strategic objectives (“Operating/Strategic Objectives”) for the component of the LTIP that will measure our performance in achieving such Operating/Strategic Objectives for the three-year measurement period. At the end of the three-year measurement period, the Committee will evaluate our performance compared to the Operating/Strategic Objectives set at the beginning of the three-year measurement period to determine the amount, if any, of the Operating/Strategic Objectives component to award. The following are the Operating/Strategic Objectives set by the Committee for the fiscal 2021 award: 1. Achievement of target consolidated leverage ratio between 3.5x and 4.0x; 2. Customer base growth; and Advancements in Suburban’s Go Green with Suburban Propane initiative and other strategic growth initiatives. The Committee will use its discretion regarding how much weight to place on any one, or several, of the Operating/Strategic Objectives in determining the amount to award, if any, of the Operating/Strategic Objectives Component as follows:

  26. Long-Term Incentive Plan

    | | Percentage of Operating/Strategic Objectives Component Earned | | Maximum Threshold | 150% | | | 125% | | Target Threshold | 100% | | | 75% | | Minimum Threshold | 50% |

  27. Long-Term Incentive Plan

    At its meeting on November 9, 2021, the Committee approved a modification to the performance conditions of the LTIP, beginning with the fiscal 2022 award, which started at the beginning of fiscal 2022 and will end at the conclusion of fiscal 2024. Specifically, the Committee modified the weighting between the two-component performance metrics under the LTIP awards beginning with the fiscal 2022 award, as follows: • 50% based on the level of Average Distributable Cash Flow achieved during an outstanding award’s three-year measurement period; and • 50% based on the achievement of certain Operating/Strategic Objectives (as determined by the Committee for each award cycle). For purposes of the fiscal 2022 award, the same performance scale to measure the Average Distributable Cash Flow component as was in effect for the fiscal 2021 award (as set forth above) was approved. For the Operating/Strategic Objectives component of the fiscal 2022 award, the Committee set the following qualitative items to be evaluated at the end of the three-year measurement period: 1. Achievement of target consolidated leverage ratio between 3.5x and 4.0x; 2. Customer base growth; 3. Relative performance in absolute total return to Unitholders compared to the Alerian MLP Index; and 4. Advancements in Suburban’s Go Green with Suburban Propane initiative and other strategic growth initiatives. For purposes of the fiscal 2023 award, which started at the beginning of fiscal 2023 and will end at the conclusion of fiscal 2025, the Committee established the following performance scale to measure the Average Distributable Cash Flow component for the award’s three-year measurement period.

  28. Long-Term Incentive Plan

    | | Average Distributable Cash Flow Performance Scale for the Three-Year Measurement Period (thousands) | Payout Percentage | | Maximum Threshold | $222,000 | 150% | | | 220,000 | 145% | | | 218,000 | 140% | | | 216,000 | 135% | | | 214,000 | 130% | | | 212,000 | 125% | | | 210,000 | 120% | | | 208,000 | 115% | | | 206,000 | 110% | | | 204,000 | 105% | | Target Threshold | 202,000 | 100% | | | 198,000 | 95% | | | 194,000 | 90% | | | 190,000 | 85% | | | 186,000 | 80% | | | 182,000 | 75% | | | 178,000 | 70% | | | 174,000 | 65% | | | 170,000 | 60% | | | 166,000 | 55% | | Minimum Threshold | $162,000 | 50% |

  29. Long-Term Incentive Plan

    For the Operating/Strategic Objectives component of the fiscal 2023 award, the Committee maintained the same qualitative items as set forth above for the fiscal 2022 award. At the beginning of each fiscal year, LTIP phantom unit awards are granted as a Committee-approved percentage of each named executive officer’s salary. In accordance with the terms of the LTIP, at the beginning of the three-year measurement period for the fiscal 2021 LTIP awards, the number of each named executive officer’s unvested LTIP phantom unit award was calculated by dividing their target LTIP amount (representing 50% of that named executive officer’s target cash bonus under the annual cash bonus plan) by the average of the closing prices of our Common Units for the twenty days preceding the beginning of the three-year measurement period. At its meeting on November 9, 2021, the Committee approved a modification to the LTIP to provide for an increase in the target LTIP amount by increasing the target amount to represent 75% of the named executive officer’s (and certain other executive officers) target cash bonus under the annual cash bonus plan. This increased target amount is effective for the three-year measurement period beginning with the target award for the fiscal 2022 award cycle, which started at the beginning of fiscal 2022 and will end at the conclusion of fiscal 2024. Cash Payments For awards granted under the LTIP, our named executive officers, as well as the other LTIP participants (all of whom are key employees), will, at the end of the three-year measurement period, receive cash payments equal to: (i) the quantity of the participant’s unvested phantom units that become vested phantom units at the conclusion of the three-year measurement period based on the applicable percentage earned under the respective plan multiplied by; (ii) the average of the closing prices of our Common Units for the twenty days preceding the conclusion of the three-year measurement period, plus the sum of the distributions that would have inured to one of our outstanding Common Units during the three-year measurement period. Retirement Provision The retirement provision applies to all LTIP participants who have been employed by Suburban for ten years and have attained age 55. A retirement-eligible participant’s outstanding awards under the LTIP will vest as of the retirement-eligible date, but will remain subject to the same three-year measurement period for purposes of determining the eventual cash payment, if any, at the conclusion of the remaining measurement period. Mr. Steven Boyd, Mr. Brinkworth and Mr. Scanlon are our only named executive officers to whom this retirement provision applied at the conclusion of fiscal 2023. Outstanding Awards under the LTIP The following are the quantities of unvested LTIP phantom units granted to our named executive officers during fiscal 2023 and fiscal 2022 that will be used to calculate cash payments at the end of the respective award’s three-year measurement period:

  30. Long-Term Incentive Plan

    | Name | Fiscal 2023 Award | Fiscal 2022 Award | | Michael A. Stivala | 44,693 | 48,436 | | Michael A. Kuglin | 16,351 | 17,721 | | Steven C. Boyd | 16,715 | 18,114 | | Douglas T. Brinkworth | 14,534 | 15,752 | | Neil E. Scanlon | 12,718 | 13,783 |

  31. Long-Term Incentive Plan

    The grant date values based on the target outcomes of the awards under the LTIP granted during fiscal 2023, fiscal 2022 and fiscal 2021 are reported in the column titled “Unit Awards” in the Summary Compensation Table below. At its meeting on November 7, 2023, the Committee granted the following quantities of unvested LTIP phantom units to our named executive officers for fiscal 2024. These quantities will be used to calculate cash payments, if earned, at the end of this award’s three-year measurement period (i.e., at the end of fiscal 2026).

  32. Long-Term Incentive Plan

    | Name | Fiscal 2024 Award | | Michael A. Stivala | 55,261 | | Michael A. Kuglin | 20,040 | | Steven C. Boyd | 20,242 | | Douglas T. Brinkworth | 18,016 | | Neil E. Scanlon | 15,789 |

  33. Restricted Unit Plan

    Restricted Unit Plan At their 2018 Tri-Annual Meeting, our Unitholders approved the adoption of our 2018 Restricted Unit Plan (the “RUP”). Upon adoption, this plan authorized the issuance of 1,800,000 Common Units to our named executive officers, managers, other employees and to members of our Board of Supervisors. At their 2021 Tri-Annual Meeting, our Unitholders authorized the issuance of an additional 1,725,000 Common Units under the RUP. At the conclusion of fiscal 2023, there were 704,985 units remaining available under the RUP for future awards. Grant Process All restricted unit awards are approved by the Committee. Because individual circumstances differ, the Committee has not adopted a formulaic approach to making restricted unit awards. Although the reasons for granting an award can vary, the general objective of granting an award to a recipient is to retain the services of the recipient over the vesting period while, at the same time, providing the type of motivation that further aligns the long-term interests of the recipient with the long-term interests of our Unitholders. The reasons for which the Committee grants restricted unit awards include, but are not limited to, the following: • To attract skilled and capable candidates to fill vacant positions; • To retain the services of an employee; • To provide an adequate compensation package to accompany an internal promotion; and • To reward outstanding performance. In determining the quantity of restricted units to grant to named executive officers and other key employees, the Committee considers, without limitation: • The named executive officer’s or key employee’s scope of responsibility, performance and contribution to meeting our objectives; • The total cash compensation opportunity provided to the named executive officer or key employee for whom the award is being considered; • The value of similar equity awards to named executive officers of similarly sized companies; and The current value of an equivalent quantity of outstanding Common Units. In addition, in establishing the level of restricted units to grant to our named executive officers, the Committee considers the existing level of outstanding unvested restricted unit awards held by our named executive officers. The Committee generally approves awards under our RUP at its first meeting each fiscal year following the availability of the financial results for the prior fiscal year; however, occasionally the Committee grants awards at other times of the year, particularly when the need arises to grant awards because of promotions and new hires. When the Committee authorizes an award of restricted units, the unvested units underlying an award do not provide the grantee with voting rights and do not receive distributions or accrue rights to distributions during the vesting period. Upon vesting, restricted units are automatically converted into our Common Units, with full voting rights and rights to receive distributions. Vesting Schedule The standard vesting schedule of all of our outstanding RUP awards is one third of each award on each of the first three anniversaries of the award grant date. The Committee retains the ability to deviate, at its discretion, from the normal vesting schedule with respect to particular restricted unit awards, subject to the limitations set forth in the RUP, and described above, with respect to restricted units awarded under that plan. Unvested awards are subject to forfeiture in certain circumstances, as defined in the RUP document. The RUP places a five percent (5%) limit on the number of units then authorized for issuance that may (a) be awarded with a vesting schedule other than the standard vesting schedule, and (b) subject to certain limited exceptions, have their vesting accelerated to a date prior to the twelve-month anniversary of the effective date of their grant. Outstanding Awards under the RUP At its November 8, 2022 meeting, the Committee approved a grant of restricted units to each of our named executive officers. In determining these fiscal 2023 awards for our named executive officers, the Committee relied upon information provided by the Mercer benchmarking database and recommendations by WTW to conclude that these awards were necessary to remediate shortfalls perceived by the Committee in the cash compensation opportunities provided by Suburban to these executives, as well as in recognition of their individual achievements throughout fiscal 2022. The Committee uses restricted unit awards to satisfy a perceived need to balance cash compensation with equity (or non-cash) compensation, and to encourage our named executive officers, and other key employees, to have an equity stake in Suburban, thereby further aligning the economic interests of our named executive officers with the economic interests of our Unitholders. The following table summarizes the RUP awards granted to our named executive officers at the Committee’s November 8, 2022 meeting:

  34. 2022 Phantom Equity Plan

    2022 Phantom Equity Plan At its November 8, 2022 meeting, the Committee adopted our 2022 Phantom Equity Plan (the “PEP”) as a component of our long-term compensation, based on an analysis of market practices of different components of total compensation prepared by WTW. The adoption of the PEP was recommended by WTW to provide an additional component of long-term compensation that has similar characteristics of our RUP, but that provides for cash settlement. In adopting the PEP, the Committee’s intent is to provide a reasonable mixture of both cash and non-cash equity-based compensation as components of long-term compensation. Grant Process The grant process, and the decision-making process for the granting of phantom equity units, for the PEP are identical to that of our RUP (described above). The Committee will generally approve awards under our PEP at its first meeting each fiscal year following the availability of the financial results for the prior fiscal year; however, the Committee reserves the right to grant awards at other times of the year, particularly when the need arises to grant awards because of promotions and new hires. Upon vesting, phantom equity units are automatically converted into cash, the value of which is equal to the average of the highest and lowest trading prices of our Common Units on the trading day immediately preceding the date of issuance. Vesting Schedule The standard vesting schedule of all of our outstanding PEP awards will be one third of each award on each of the first three anniversaries of the award grant date, subject to continuous employment or service from the grant date through the applicable payment date. The Committee retains the ability to deviate, at its discretion, from the normal vesting schedule with respect to particular PEP awards. Unvested awards are subject to forfeiture in certain circumstances, as defined in the PEP document and the applicable award agreements. The change in control vesting provisions under the PEP are described in more detail below. Outstanding Awards under the PEP At its November 8, 2022 meeting, in tandem with RUP awards, the Committee approved PEP awards for each of our named executive officers. In determining these fiscal 2023 awards for our named executive officers, the Committee relied upon information provided by the Mercer benchmarking database and recommendations by WTW to conclude that these awards were necessary to remediate shortfalls perceived by the Committee in the cash compensation opportunities provided by Suburban to these executives, as well as in recognition of their individual achievements throughout fiscal 2022. The following table summarizes the phantom equity units granted to our named executive officers at the Committee’s November 8, 2022 meeting:

  35. 2022 Phantom Equity Plan

    The grant date values based on the target outcomes of the awards under the PEP granted during fiscal 2023 and fiscal 2022 are reported in the column titled “Unit Awards” in the Summary Compensation Table below. Retirement Provisions The PEP document contains retirement provisions that provide for the vesting of phantom units six months and one day after the retirement date of qualifying participants who meet all three of the following conditions on his or her retirement date: • The unvested award has been held by the grantee for at least one year; • The grantee is age 55 or older; and • The grantee has worked for us, or one of our predecessors, for at least 10 years. Mr. Steven Boyd, Mr. Brinkworth and Mr. Scanlon are our only named executive officers to whom these retirement provisions applied at the end of fiscal 2023. For those who meet the conditions set forth in the retirement provisions of the PEP, the cash payment shall be equal to the average of the highest and lowest trading prices of our Common Units on the trading day immediately preceding the vesting date.

  36. Benefits and Perquisites

    Perquisite-related costs for fiscal 2023, fiscal 2022 and fiscal 2021 are reported in the column titled “All Other Compensation” in the Summary Compensation Table below. Severance Benefits We believe that, in most cases, employees should be paid reasonable severance benefits. Therefore, it is the general policy of Suburban to provide named executive officers who are terminated by us without cause or who choose to terminate their employment with us for good reason with a severance payment equal to, at a minimum, one year’s base salary, unless circumstances dictate otherwise. This policy was adopted because it may be difficult for former named executive officers to find comparable employment within a short period of time. However, depending upon individual facts and circumstances, particularly the severed employee’s tenure with us and the employee’s level, Suburban may make exceptions to this general policy. Change of Control Our executive officers and other key employees have built Suburban into the successful enterprise that it is today; therefore, we believe that it is important to protect them in the event of a change of control. Further, it is our belief that the interests of our Unitholders will be best served if the interests of our executive officers are aligned with them, and that providing change of control benefits should eliminate, or at least reduce, the reluctance of our executive officers to pursue potential change of control transactions that may be in the best interests of our Unitholders. Additionally, we believe that the severance benefits provided to our executive officers and to our key employees are consistent with market practice and appropriate, both because these benefits are an inducement to accepting employment, and because the executive officers are subject to non-competition and non-solicitation covenants for a period following termination of employment. Therefore, our executive officers and other key employees are provided with severance protection following a change of control, which we refer to as the “Executive Special Severance Plan.” During fiscal 2023, fiscal 2022, and fiscal 2021, our Executive Special Severance Plan covered all of our executive officers, including our named executive officers. Based on the results of the benchmarking study performed by WTW, at its November 12, 2019 meeting, the Committee approved the Executive Special Severance Plan, which became effective January 1, 2020. The Executive Special Severance Plan is intended to provide double-trigger severance benefits to our named executive officers and certain other senior employees of Suburban in the event that their employment is terminated by us without “cause” or by the participant for “good reason” (as defined in the Executive Special Severance Plan) during the six-month period prior to, or upon or within the 24-month period following, a change of control (defined as described below). Under the Executive Special Severance Plan, a participant is entitled to receive a lump sum cash payment equal to one fifty-second (1/52nd) of the sum of the participant’s base salary plus target bonus, multiplied by the number of severance weeks available to the participant. The number of severance weeks for each of our named executive officers is 156. In addition to cash severance, participants are also entitled to receive continued health coverage, a pro-rata bonus for the year of termination and outplacement services. Participants must execute a release of claims, inclusive of an 18-month non-competition, non-solicitation and non-disparagement covenant as a condition of receiving severance payments under the plan. Under the RUP, upon a change of control, without regard to whether a participant’s employment is terminated, all unvested awards granted under the plan will vest immediately and become distributable to the participants. Under the PEP, without regard to whether a participant’s employment is terminated, all unvested phantom awards granted under the plan will vest immediately and the participants shall be paid amounts equal to the number of phantom units held by a particular participant multiplied by the average of the highest and lowest trading prices of our Common Units on the trading day immediately preceding the date on which the change of control occurred. In addition, under the LTIP, upon a change of control and without regard to whether a participant’s employment is terminated, all outstanding, unvested phantom unit awards will vest immediately as if the three-year measurement period for each outstanding award concluded on the date the change of control occurred. Under the LTIP, an amount equal to the cash value of 150% of a participant’s unvested phantom units under the respective outstanding LTIP award, plus a sum equal to 150% of a participant’s unvested LTIP units multiplied by an amount equal to the cumulative, per-Common Unit distribution from the beginning of an unvested award’s three-year measurement period through the date on which a change of control occurred, would become payable to the participant. For purposes of these benefits, a change of control is deemed to occur, in general, if: • An acquisition of our Common Units or voting equity interests by any person immediately after which such person beneficially owns more than 30% of the combined voting power of our then outstanding Common Units, unless such acquisition was made by (a) us or our Affiliates (as that term is defined in the provisions of the various plans), or any employee benefit plan maintained by us, the Operating Partnership or any of our Affiliates, or (b) any person in a transaction where (A) the existing holders prior to the transaction own at least 50% of the voting power of the entity surviving the transaction and (B) none of the Unitholders other than Suburban, our Affiliates, any employee benefit plan maintained by us, the Operating Partnership, or the surviving entity, or the existing beneficial owner of more than 25% of the outstanding Common Units owns more than 25% of the combined voting power of the surviving entity, which transaction we refer to as a “Non-Control Transaction”; or The consummation of (a) a merger, consolidation or reorganization involving Suburban other than a Non-Control Transaction; (b) a complete liquidation or dissolution of Suburban; or (c) the sale or other disposition of 40% or more of the gross fair market value of all the assets of Suburban to any person (other than a transfer to a subsidiary). For additional information pertaining to severance payable to our named executive officers following a change of control-related termination, see the tables titled “Potential Payments Upon Termination” below.

  37. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information concerning the compensation of each named executive officer during the fiscal years ended September 30, 2023, September 24, 2022 and September 25, 2021:

  38. Summary Compensation Table

    | Name | Year | Salary (1) | Bonus (2) | Unit Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total | | (a) | (b) | (c) | (d) | (e) | (g) | (h) | (i) | (j) | | Michael A. Stivala | 2023 | $820,000 | $— | $1,731,829 | $1,386,532 | $— | $30,143 | $3,968,504 | | President and Chief Executive Officer | 2022 | $820,000 | $— | $1,671,147 | $1,438,291 | $— | $30,563 | $3,960,001 | | | 2021 | $600,000 | $— | $1,429,420 | $1,055,653 | $— | $30,174 | $3,115,247 | | Michael A. Kuglin | 2023 | $450,000 | $— | $1,051,371 | $574,580 | $— | $30,967 | $2,106,918 | | Chief Financial Officer | 2022 | $450,000 | $— | $959,314 | $582,975 | $— | $33,232 | $2,025,521 | | | 2021 | $400,000 | $— | $858,626 | $494,050 | $— | $26,903 | $1,779,579 | | Steven C. Boyd | 2023 | $460,000 | $— | $1,058,791 | $584,580 | $— | $24,851 | $2,128,222 | | Chief Operating Officer | 2022 | $460,000 | $— | $966,847 | $593,375 | $— | $22,969 | $2,043,191 | | | 2021 | $400,000 | $— | $858,626 | $494,050 | $— | $22,194 | $1,774,870 | | Douglas T. Brinkworth | 2023 | $400,000 | $— | $1,014,285 | $523,275 | $— | $35,235 | $1,972,795 | | Senior Vice President - | 2022 | $400,000 | $— | $921,635 | $527,453 | $— | $34,664 | $1,883,752 | | Product Supply, Purchasing and Logistics | 2021 | $360,000 | $— | $794,637 | $448,049 | $— | $32,652 | $1,635,338 | | Neil E. Scanlon | 2023 | $350,000 | $— | $887,503 | $462,570 | $— | $36,157 | $1,736,230 | | Senior Vice President - | 2022 | $350,000 | $— | $842,618 | $470,855 | $— | $32,734 | $1,696,207 | | Information Services | 2021 | $320,000 | $— | $774,407 | $405,699 | $— | $33,192 | $1,533,298 |

  39. Summary Compensation Table

    (1) Includes amounts deferred by named executive officers as contributions to the 401(k) Plan. For more information on the relationship between salaries and other cash compensation (i.e., annual cash bonuses, LTIP awards, RUP and PEP awards and DER Plan payments), refer to the subheading titled “Components of Compensation” in the CD&A above. (2) This column is reserved for discretionary cash bonuses that are not based on any performance criteria. During fiscal years 2023, 2022 and 2021, the Committee did not provide our named executive officers with non-performance related bonus payments. For more information, refer to the subheading titled “Annual Cash Bonus Plan” in the CD&A above. The amounts reported in this column represent the aggregate grant date fair value, computed in accordance with ASC Topic 718, of restricted unit awards made during fiscal years 2023, 2022 and 2021, the 2023 aggregate grant date fair value of phantom equity awards and the aggregate grant date fair value of awards made in fiscal years 2023, 2022, and 2021 under the LTIP, based on the target outcome with respect to satisfaction of the performance conditions. These amounts were calculated in accordance with US GAAP for financial reporting purposes based on the assumptions described in Part IV, Note 11 of our Annual Report on Form 10-K, filed with the SEC on November 22, 2023, but disregarding estimates of forfeiture. For the LTIP awards granted in fiscal 2023, assuming the highest level of performance conditions were achieved, the amounts for Messrs. Stivala, Kuglin, S. Boyd, Brinkworth and Scanlon would be $1,368,454, $500,653, $511,783, $445,024, and $389,400, respectively. Because the amounts of actual LTIP payments are predicated on the satisfaction of performance conditions, these amounts are not indicative of payments our named executive officers will ultimately receive under the LTIP at the end of the applicable measurement period. The actual payments earned by our named executive officers for the 2021 LTIP awards (the measurement period of which concluded at the end of fiscal 2023) are reported in the “Equity Vested Table for 2023” below. The specific details regarding these plans are provided in the preceding CD&A under the subheadings “Restricted Unit Plan,” “Phantom Equity Plan,” and “Long-Term Incentive Plan.” The breakdown for each plan with respect to each named executive officer is as follows:

  40. Summary Compensation Table

    | Plan Name | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | 2023 | | | | | | | RUP | $629,526 | $397,602 | $397,602 | $397,602 | $347,903 | | PEP | 190,000 | 320,000 | 320,000 | 320,000 | 280,000 | | LTIP | 912,303 | 333,769 | 341,189 | 296,683 | 259,600 | | Total | $1,731,829 | $1,051,371 | $1,058,791 | $1,014,285 | $887,503 | | 2022 | | | | | | | RUP | $744,247 | $620,202 | $620,202 | $620,202 | $578,864 | | LTIP | 926,900 | 339,112 | 346,645 | 301,433 | 263,754 | | Total | $1,671,147 | $959,314 | $966,847 | $921,635 | $842,618 | | 2021 | | | | | | | RUP | $1,050,090 | $656,315 | $656,315 | $612,560 | $612,560 | | LTIP | 379,330 | 202,311 | 202,311 | 182,077 | 161,847 | | Total | $1,429,420 | $858,626 | $858,626 | $794,637 | $774,407 |

  41. Summary Compensation Table

    The fiscal 2023, fiscal 2022 and fiscal 2021 amounts of each named executive officer’s earnings under the annual cash bonus plan and the DER Plan are presented in the table that follows. For more information regarding the performance measures of the annual cash bonus plan, please refer to the subheading titled “Annual Cash Bonus Plan,” and the “Distribution Equivalent Rights Plan” section for information regarding the DER Plan in the CD&A.

  42. Summary Compensation Table

    | 2023 | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | Annual Cash Bonus | $1,230,000 | $450,000 | $460,000 | $400,000 | $350,000 | | DER Payments | 156,532 | 124,580 | 124,580 | 123,275 | 112,570 | | Total | $1,386,532 | $574,580 | $584,580 | $523,275 | $462,570 |

  43. Summary Compensation Table

    | 2022 | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | Annual Cash Bonus | $1,279,200 | $468,000 | $478,400 | $416,000 | $364,000 | | DER Payments | 159,091 | 114,975 | 114,975 | 111,453 | 106,855 | | Total | $1,438,291 | $582,975 | $593,375 | $527,453 | $470,855 |

  44. Summary Compensation Table

    | 2021 | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | Annual Cash Bonus | $914,400 | $406,400 | $406,400 | $365,760 | $325,120 | | DER Payments | 141,253 | 87,650 | 87,650 | 82,289 | 80,579 | | Total | $1,055,653 | $494,050 | $494,050 | $448,049 | $405,699 |

  45. Summary Compensation Table

    (5) Mr. Stivala and Mr. Kuglin do not participate in the Cash Balance Plan. The present value of benefits accrued during fiscal 2023, fiscal 2022 and fiscal 2021 decreased due to increases in both the discount rate and the PPA lump sum segment rates. Under the disclosure rules, negative values are not shown in the table. The decreases in present values during fiscal 2023 were as follows: $9,802 for Mr. Steven Boyd, $5,539 for Mr. Brinkworth and $5,894 for Mr. Scanlon. The decreases in present values during fiscal 2022 were as follows: $76,514 for Mr. Steven Boyd, $37,749 for Mr. Brinkworth and $44,780 for Mr. Scanlon. The decreases in present values during fiscal 2021 were as follows: $6,365 for Mr. Steven Boyd, $2,018 for Mr. Brinkworth and $4,181 for Mr. Scanlon. (6) The amounts reported in this column consist of the following:

  46. Summary Compensation Table

    | Fiscal 2023 | | | | | | | Type of Compensation | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | 401(k) Match | $9,900 | $9,900 | $9,900 | $9,900 | $9,900 | | Value of Annual Physical Examination | — | — | — | 3,550 | 3,150 | | Value of Partnership Provided Vehicles | 20,243 | 21,067 | 10,589 | 17,623 | 18,745 | | Tax Preparation Services | — | — | 3,600 | 3,400 | 3,600 | | Cash Balance Plan Administrative Fees | — | — | 762 | 762 | 762 | | Total | $30,143 | $30,967 | $24,851 | $35,235 | $36,157 |

  47. Summary Compensation Table

    | Fiscal 2022 | | | | | | | Type of Compensation | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | 401(k) Match | $9,150 | $9,150 | $9,150 | $9,150 | $9,150 | | Value of Annual Physical Examination | 3,150 | 3,150 | — | 3,550 | — | | Value of Partnership Provided Vehicles | 18,263 | 20,932 | 9,057 | 18,002 | 18,822 | | Tax Preparation Services | — | — | 4,000 | 3,200 | 4,000 | | Cash Balance Plan Administrative Fees | — | — | 762 | 762 | 762 | | Total | $30,563 | $33,232 | $22,969 | $34,664 | $32,734 |

  48. Summary Compensation Table

    | Fiscal 2021 | | | | | | | Type of Compensation | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | 401(k) Match | $8,700 | $8,700 | $8,700 | $8,700 | $8,700 | | Value of Annual Physical Examination | 3,150 | — | — | 3,150 | 3,100 | | Value of Partnership Provided Vehicles | 18,324 | 18,203 | 8,732 | 16,840 | 17,430 | | Tax Preparation Services | — | — | 4,000 | 3,200 | 3,200 | | Cash Balance Plan Administrative Fees | — | — | 762 | 762 | 762 | | Total | $30,174 | $26,903 | $22,194 | $32,652 | $33,192 |

  49. Summary Compensation Table

    Note: Column (f) was omitted from the Summary Compensation Table because we do not grant options to our employees.

  50. Grants of Plan Based Awards Table for Fiscal 2023

    Grants of Plan Based Awards Table for Fiscal 2023 The following table sets forth certain information concerning grants of awards made to each named executive officer during the fiscal year ended September 30, 2023:

  51. Grants of Plan Based Awards Table for Fiscal 2023

    | | Plan | Grant | Approval | Units Underlying Equity Incentive Plan | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | Estimated Future Payments Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Name | Date | Date | Awards (6) | Target | Maximum | Target | Maximum | or Units | Awards (7) | | (a) | | (b) | | | (d) | (e) | (g) | (h) | (i) | (l) | | Michael A. Stivala | RUP (1) | 15 Nov 22 | 8 Nov 22 | | | | | | 46,448 | $629,526 | | | Bonus (2) | 25 Sep 22 | 8 Nov 22 | | $984,000 | $1,525,200 | | | | | | | LTIP (3) | 25 Sep 22 | 8 Nov 22 | 44,693 | | | $912,303 | $1,368,455 | | | | | DER (4) | 17 Jan 17 | 17 Jan 17 | | $156,532 | | | | | | | | PEP (5) | 15 Nov 22 | 8 Nov 22 | 11,612 | $190,000 | | | | | | | Michael A. Kuglin | RUP (1) | 15 Nov 22 | 8 Nov 22 | | | | | | 29,336 | $397,602 | | | Bonus (2) | 25 Sep 22 | 8 Nov 22 | | $360,000 | $558,000 | | | | | | | LTIP (3) | 25 Sep 22 | 8 Nov 22 | 16,351 | | | $333,769 | $500,654 | | | | | DER (4) | 17 Jan 17 | 17 Jan 17 | | $124,580 | | | | | | | | PEP (5) | 15 Nov 22 | 8 Nov 22 | 19,557 | $320,000 | | | | | | | Steven C. Boyd | RUP (1) | 15 Nov 22 | 8 Nov 22 | | | | | | 29,336 | $397,602 | | | Bonus (2) | 25 Sep 22 | 8 Nov 22 | | $368,000 | $570,400 | | | | | | | LTIP (3) | 25 Sep 22 | 8 Nov 22 | 16,715 | | | $341,189 | $511,784 | | | | | DER (4) | 17 Jan 17 | 17 Jan 17 | | $124,580 | | | | | | | | PEP (5) | 15 Nov 22 | 8 Nov 22 | 19,557 | $320,000 | | | | | | | Douglas T. Brinkworth | RUP (1) | 15 Nov 22 | 8 Nov 22 | | | | | | 29,336 | $397,602 | | | Bonus (2) | 25 Sep 22 | 8 Nov 22 | | $320,000 | $496,000 | | | | | | | LTIP (3) | 25 Sep 22 | 8 Nov 22 | 14,534 | | | $296,683 | $445,025 | | | | | DER (4) | 17 Jan 17 | 17 Jan 17 | | $123,275 | | | | | | | | PEP (5) | 15 Nov 22 | 8 Nov 22 | 19,557 | $320,000 | | | | | | | Neil E. Scanlon | RUP (1) | 15 Nov 22 | 8 Nov 22 | | | | | | 25,669 | $347,903 | | | Bonus (2) | 25 Sep 22 | 8 Nov 22 | | $280,000 | $434,000 | | | | | | | LTIP (3) | 25 Sep 22 | 8 Nov 22 | 12,718 | | | $259,600 | $389,400 | | | | | DER (4) | 17 Jan 17 | 17 Jan 17 | | $112,570 | | | | | | | | PEP (5) | 15 Nov 22 | 8 Nov 22 | 17,113 | $280,000 | | | | | |

  52. Grants of Plan Based Awards Table for Fiscal 2023

    (1) The quantity reported on these lines represents awards granted under the RUP. RUP awards vest as follows: one third of the award on the first anniversary of the grant date, one third of the award on the second anniversary of the grant date, and one third of the award on the third anniversary of the grant date (subject in each case to continued service through each such date). Under the RUP, if a recipient has held an unvested award for at least one year, is 55 years or older, and has worked for the Partnership for at least ten years, an award held by such participant will vest six months and one day following such participant’s retirement if the participant retires prior to the conclusion of the normal vesting schedule, unless the Committee exercises its authority to alter the applicability of the plan’s retirement provisions in regard to a particular award. Mr. Steven Boyd, Mr. Brinkworth and Mr. Scanlon are the only named executive officers who satisfy the age and tenure criteria of the RUP. A discussion of the general terms of the RUP, and the facts and circumstances considered by the Committee in authorizing these fiscal 2023 awards to our named executive officers, is included in the CD&A under the subheading “Restricted Unit Plan.” (2) Amounts reported on these lines are the targeted and maximum annual cash bonus compensation potential for each named executive officer under the annual cash bonus plan as described in the CD&A under the subheading “Annual Cash Bonus Plan.” Actual amounts earned by the named executive officers for fiscal 2023 were equal to 125% of the “Target” amounts reported on this line. Column (c) (“Threshold $”) was omitted because the annual cash bonus plan does not provide for a guaranteed minimum cash payment. Because 125% of the “Target” awards were earned by our named executive officers during fiscal 2023, 125% of the “Target” amounts reported under column (d) have been reported in the Summary Compensation Table above. (3) The LTIP is a phantom unit plan. Payments, if earned, are based on a combination of (i) the fair market value of our Common Units at the end of a three-year measurement period, which, for purposes of the LTIP, is the average of the closing prices for the twenty business days preceding the conclusion of the three-year measurement period, and (ii) cash equal to the distributions that would have inured to the same quantity of outstanding Common Units during the same three-year measurement period. The fiscal 2023 award “Target” and “Maximum” amounts are estimates based upon (i) the fair market value (the average of the closing prices of our Common Units for the twenty business days preceding the first day of fiscal 2023) of our Common Units at the beginning of fiscal 2023, and (ii) the estimated distributions over the course of the award’s three-year measurement period at the then current annualized distribution rate of $1.30 per Common Unit. Column (f) (“Threshold”) was omitted because the LTIP does not provide for a guaranteed minimum cash payment. The “Target” amount represents a hypothetical payment at 100% of target and the “Maximum” amount represents a hypothetical payment at 150% of target. Detailed descriptions of the plan and the calculation of awards are included in the CD&A under the subheading “Long-Term Incentive Plan.” (4) Amounts reported on these lines represent DER Plan payments made during the fiscal year. Detailed descriptions of the DER Plan and the calculation of the payments are included in the CD&A under the subheading “Distribution Equivalent Rights Plan.” (5) The PEP is a phantom equity unit plan that is settled in cash. Upon vesting of phantom equity units, payments to participants are calculated by multiplying the number of vested phantom equity units by the average of the highest and lowest trading prices on the trading day immediately preceding the vesting date. Detailed descriptions of the plan are included in the CD&A under the subheading “Phantom Equity Plan.” (6) This column is frequently used when non-equity incentive plan awards are denominated in units; in this case, the numbers reported represent the LTIP phantom units and phantom equity units each named executive officer was awarded under the LTIP and the PEP, respectively, during fiscal 2023. The amounts in the “Estimated Future Payments Under Equity Incentive Plan Awards” column are based on the probable outcome with respect to satisfaction of the performance conditions of the LTIP and calculated in accordance with US GAAP for financial reporting purposes based on the assumptions described in Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on November 22, 2023, but disregarding estimates of forfeiture. For purposes of this table, the numbers that appear in column (c) are the products of the multiplication of the number of phantom units granted to our named executive officers under the PEP during fiscal 2023 by the average of the highest and lowest trading prices of our Common Units on the grant date. Because the PEP awards do not vary because of performance measurements, we have reported only a target payment. The actual payments will be based on the fair market value of our Common Units on the vesting date. (7) The dollar amounts reported in this column represent the aggregate fair value of RUP awards on the grant date, based on the assumptions described in Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on November 22, 2023, but disregarding estimates of forfeiture. The fair value shown may not be indicative of the value realized in the future upon vesting because of the variability in the trading price of our Common Units. Note: Columns (j) and (k) were omitted from the Grants of Plan Based Awards Table because we do not award options to our employees.

  53. Outstanding Equity Awards at Fiscal Year End 2023 Table

    Outstanding Equity Awards at Fiscal Year End 2023 Table The following table sets forth certain information concerning outstanding equity awards under our RUP, LTIP and PEP unit awards for each named executive officer as of September 30, 2023:

  54. Outstanding Equity Awards at Fiscal Year End 2023 Table

    | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4), (5) | | (a) | (g) | (h) | (i) | (j) | | Michael A. Stivala | 108,797 | $1,728,240 | 104,741 | $1,927,879 | | Michael A. Kuglin | 76,274 | $1,211,612 | 53,629 | $948,518 | | Steven C. Boyd | 76,274 | $1,211,612 | 54,386 | $962,681 | | Douglas T. Brinkworth | 75,270 | $1,195,664 | 49,843 | $877,633 | | Neil E. Scanlon | 69,479 | $1,103,674 | 43,614 | $767,952 |

  55. Outstanding Equity Awards at Fiscal Year End 2023 Table

    (1) The figures reported in this column represent the total quantity of each of our named executive officer’s unvested RUP awards. The following is a schedule of when the RUP awards reported in column (g) above will vest:

  56. Outstanding Equity Awards at Fiscal Year End 2023 Table

    | Name | Number of RUP Awards That Have Not Vested | Number That Will Vest on November 15, 2023 | Number That Will Vest on November 15, 2024 | Number That Will Vest on November 15, 2025 | | Michael A. Stivala | 108,797 | 58,706 | 34,609 | 15,482 | | Michael A. Kuglin | 76,274 | 40,779 | 25,717 | 9,778 | | Steven C. Boyd | 76,274 | 40,779 | 25,717 | 9,778 | | Douglas T. Brinkworth | 75,270 | 39,775 | 25,717 | 9,778 | | Neil E. Scanlon | 69,479 | 37,490 | 23,434 | 8,555 |

  57. Outstanding Equity Awards at Fiscal Year End 2023 Table

    (2) The figures reported in this column represent the figures reported in column (g) multiplied by the average of the highest and the lowest trading prices of our Common Units on September 29, 2023, the last trading day of fiscal 2023. (3) The amounts reported in this column represent the quantities of phantom units that underlie the outstanding and unvested fiscal 2023 and fiscal 2022 awards under the LTIP and the quantities of phantom equity units that underlie the outstanding PEP awards. For more information on the LTIP, refer to the subheading “Long-Term Incentive Plan” in the CD&A. For more information on the PEP, refer to the subheading “Phantom Equity Plan” in the CD&A. (4) The amounts reported in this column include the estimated future target payouts of the fiscal 2023 and fiscal 2022 awards granted under the LTIP. These amounts were computed by multiplying the quantities of the unvested phantom units included in column (i) by the average of the closing prices of our Common Units for the twenty business days preceding September 30, 2023 (in accordance with the LTIP’s valuation methodology), and by adding to the product of that calculation the product of each year’s underlying phantom units multiplied by the sum of the distributions that are estimated to inure to an outstanding Common Unit during each award’s three-year measurement period. Because of the variability of the trading prices of our Common Units, actual payments, if any, at the end of the three-year measurement period may differ. The following chart provides a breakdown of each year’s awards:

  58. Outstanding Equity Awards at Fiscal Year End 2023 Table

    | | Mr. Stivala | Mr. Kuglin | Mr. S. Boyd | Mr. Brinkworth | Mr. Scanlon | | Fiscal 2023 Phantom LTIP Units | 44,693 | 16,351 | 16,715 | 14,534 | 12,718 | | Value of Fiscal 2023 Phantom Units | $662,373 | $242,340 | $247,725 | $215,401 | $188,487 | | Estimated Distributions over Measurement Period | $174,303 | $63,769 | $65,189 | $56,683 | $49,600 | | Fiscal 2022 Phantom LTIP Units | 48,436 | 17,721 | 18,114 | 15,752 | 13,783 | | Value of Fiscal 2022 Phantom Units | $717,846 | $262,634 | $268,459 | $233,453 | $204,271 | | Estimated Distributions over Measurement Period | $188,900 | $69,112 | $70,645 | $61,433 | $53,754 |

  59. Outstanding Equity Awards at Fiscal Year End 2023 Table

    The amounts reported in this column also include the estimated future target payout of phantom equity unit awards granted under the PEP. These amounts were computed by multiplying phantom equity units included in column (i) by the average of the highest and lowest trading prices of our Common Units on September 29, 2023, the last trading day of our fiscal year. Because of the variability of the trading prices of our Common Units, actual payments may vary. The following charts provide a schedule of the phantom equity units and the dates on which they will vest:

  60. Outstanding Equity Awards at Fiscal Year End 2023 Table

    | Name | Number of PEP Awards That Have Not Vested | Value of Phantom Equity Plan Units on September 30, 2023 | | Michael A. Stivala | 11,612 | $184,457 | | Michael A. Kuglin | 19,557 | $310,663 | | Steven C. Boyd | 19,557 | $310,663 | | Douglas T. Brinkworth | 19,557 | $310,663 | | Neil E. Scanlon | 17,113 | $271,840 |

  61. Outstanding Equity Awards at Fiscal Year End 2023 Table

    | Name | Number of PEP Awards That Have Not Vested | Number That Will Vest on November 15, 2023 | Number That Will Vest on November 15, 2024 | Number That Will Vest on November 15, 2025 | | Michael A. Stivala | 11,612 | 3,871 | 3,871 | 3,870 | | Michael A. Kuglin | 19,557 | 6,519 | 6,519 | 6,519 | | Steven C. Boyd | 19,557 | 6,519 | 6,519 | 6,519 | | Douglas T. Brinkworth | 19,557 | 6,519 | 6,519 | 6,519 | | Neil E. Scanlon | 17,113 | 5,705 | 5,705 | 5,703 |

  62. Outstanding Equity Awards at Fiscal Year End 2023 Table

    Note: Columns (b), (c), (d), (e) and (f), all of which are for the reporting of option-related compensation, have been omitted from the “Outstanding Equity Awards at Fiscal Year End 2023 Table” because we do not grant options to our employees.

  63. Equity Vested Table for Fiscal 2023

    Equity Vested Table for Fiscal 2023 Awards under the RUP are settled in Common Units upon vesting. Awards under the LTIP, a phantom unit plan, and the PEP are settled in cash. The following two tables set forth certain information concerning the vesting of awards under our RUP (the first vesting of PEP awards will occur in fiscal 2024) and the vesting of the fiscal 2021 award under our LTIP for each named executive officer during the fiscal year ended September 30, 2023:

  64. Equity Vested Table for Fiscal 2023

    | Restricted Unit Plan | | | | | Unit Awards | | | Name | Number of Common Units Acquired on Vesting | Value Realized on Vesting (1) | | Michael A. Stivala | 60,029 | $954,461 | | Michael A. Kuglin | 41,504 | $659,914 | | Steven C. Boyd | 41,504 | $659,914 | | Douglas T. Brinkworth | 39,799 | $632,804 | | Neil E. Scanlon | 38,386 | $610,337 |

  65. Equity Vested Table for Fiscal 2023

    | Long-Term Incentive Plan - Fiscal 2021 Award (2) | | | | | Cash Awards | | | Name | Number of Phantom Units Cashed Out on Vesting (3) | Value Realized on Vesting (4) | | Michael A. Stivala | 22,036 | $426,280 | | Michael A. Kuglin | 11,753 | $227,359 | | Steven C. Boyd | 11,753 | $227,359 | | Douglas T. Brinkworth | 10,577 | $204,609 | | Neil E. Scanlon | 9,402 | $133,924 |

  66. Equity Vested Table for Fiscal 2023

    (2) The fiscal 2021 award’s three-year measurement period concluded on September 30, 2023. (3) In accordance with the formula described in the CD&A under the subheading “Long-Term Incentive Plan,” these quantities were calculated at the beginning of the three-year measurement period and were based upon each individual’s salary and target cash bonus at that time. (4) The value (i.e., cash payment) realized was calculated in accordance with the terms and conditions of the LTIP. Suburban’s Distributable Cash Flow, over the three-year measurement period of the fiscal 2021 award, was such that the participants, including our named executive officers, earned 105% of the 75% component of their target payment amounts. For the 25% of target component measured on the achievement of operating and strategic objectives, the participants earned 100% of their target payment amounts. For more information, refer to the subheading “Long-Term Incentive Plan” in the CD&A.

  67. Potential Payments Upon Termination

    Potential Payments Upon Termination The following table sets forth certain information containing potential payments to the named executive officers in accordance with the provisions of the Executive Special Severance Plan, the LTIP, the RUP and the PEP for the circumstances listed in the table assuming a September 30, 2023 termination date. For more information on severance and change of control payments, refer to the subheadings “Severance Benefits” and “Change of Control” above.

  68. Potential Payments Upon Termination

    | Executive Payments and Benefits Upon Termination | Death | Disability | Involuntary Termination Without Cause by Suburban or by the Executive for Good Reason without a Change of Control Event | Involuntary Termination Without Cause by Suburban or by the Executive for Good Reason with a Change of Control Event | | Michael A. Stivala | | | | | | Cash Severance Compensation (1) (2) (3) (4) | $— | $— | $820,000 | $5,412,000 | | Accelerated Vesting of Fiscal 2023, 2022 and 2021 LTIP Awards @ 150% (5) | — | — | — | 2,962,689 | | Accelerated Vesting of Outstanding RUP Awards (6) | 1,728,240 | 1,728,240 | — | 1,728,240 | | Accelerated Vesting of Outstanding PEP Awards (7) | 184,457 | 184,457 | — | 184,457 | | Medical Benefits (3) | — | — | 31,025 | 46,538 | | Total | $1,912,697 | $1,912,697 | $851,025 | $10,333,924 | | Michael A. Kuglin | | | | | | Cash Severance Compensation (1) (2) (3) (4) | $— | $— | $450,000 | $2,430,000 | | Accelerated Vesting of Fiscal 2023, 2022 and 2021 LTIP Awards @ 150% (5) | — | — | — | 1,187,153 | | Accelerated Vesting of Outstanding RUP Awards (6) | 1,211,612 | 1,211,612 | — | 1,211,612 | | Accelerated Vesting of Outstanding PEP Awards (7) | 310,663 | 310,663 | — | 310,663 | | Medical Benefits (3) | — | — | 27,455 | 41,183 | | Total | $1,522,275 | $1,522,275 | $477,455 | $5,180,611 | | Steven C. Boyd | | | | | | Cash Severance Compensation (1) (2) (3) (4) | $— | $— | $460,000 | $2,484,000 | | Accelerated Vesting of Fiscal 2023, 2022 and 2021 LTIP Awards @ 150% (5) | — | — | — | 1,206,224 | | Accelerated Vesting of Outstanding RUP Awards (6) | 1,211,612 | 1,211,612 | 745,610 | 1,211,612 | | Accelerated Vesting of Outstanding PEP Awards (7) | 310,663 | 310,663 | — | 310,663 | | Medical Benefits (3) | — | — | 28,325 | 42,488 | | Total | $1,522,275 | $1,522,275 | $1,233,935 | $5,254,987 | | Douglas T. Brinkworth | | | | | | Cash Severance Compensation (1) (2) (3) (4) | $— | $— | $400,000 | $2,160,000 | | Accelerated Vesting of Fiscal 2023, 2022 and 2021 LTIP Awards @ 150% (5) | — | — | — | 1,058,874 | | Accelerated Vesting of Outstanding RUP Awards (6) | 1,195,664 | 1,195,664 | 729,662 | 1,195,664 | | Accelerated Vesting of Outstanding PEP Awards (7) | 310,663 | 310,663 | — | 310,663 | | Medical Benefits (3) | — | — | 27,875 | 41,813 | | Total | $1,506,327 | $1,506,327 | $1,157,537 | $4,767,014 | | Neil E. Scanlon | | | | | | Cash Severance Compensation (1) (2) (3) (4) | $— | $— | $350,000 | $1,890,000 | | Accelerated Vesting of Fiscal 2023, 2022 and 2021 LTIP Awards @ 150% (5) | — | — | — | 930,649 | | Accelerated Vesting of Outstanding RUP Awards (6) | 1,103,674 | 1,103,674 | 695,922 | 1,103,674 | | Accelerated Vesting of Outstanding PEP Awards (7) | 271,840 | 271,840 | — | 271,840 | | Medical Benefits (3) | — | — | 27,500 | 41,250 | | Total | $1,375,514 | $1,375,514 | $1,073,422 | $4,237,413 |

  69. Potential Payments Upon Termination

    In the event of death, the named executive officer’s estate is entitled to a payment equal to the decedent’s earned but unpaid salary and pro-rata cash bonus. In the event of disability, the named executive officer is entitled to a payment equal to his earned but unpaid salary and pro-rata cash bonus. Any severance benefits, unrelated to a change of control event, payable to these named executive officers would be determined by the Committee on a case-by-case basis in accordance with prior treatment of other similarly situated executives and may, as a result, differ substantially from this hypothetical presentation. For purposes of this table, we have assumed that each of these named executive officers would, upon termination of employment without cause or for resignation for good reason, receive accrued salary and benefits through the date of termination plus one times annual salary and continued participation, at active employee rates, in our health insurance plans for one year. In regard to a termination of employment without cause or resignation with good reason in connection to a change of control event, we will provide our named executive officers with eighteen months of insurance coverage. (4) Each of our named executive officers will receive 156 weeks of base pay plus a sum equal to their annual target cash bonus divided by 52 and multiplied by 156 in accordance with the terms of the Executive Special Severance Plan in the event of a termination without cause or a resignation with good reason in connection to a change of control. For more information on the Executive Special Severance Plan, refer to the subheading “Change of Control” in the CD&A. (5) In the event of a change of control, all awards under the LTIP will vest immediately regardless of whether termination immediately follows. If a change of control event occurred at the conclusion of fiscal 2023, payments would have been equal to 150% of the cash value of a participant’s unvested phantom units plus a sum equal to 150% of a participant’s unvested phantom units multiplied by an amount equal to the cumulative, per-Common Unit distribution from the beginning of an unvested award’s three-year measurement period through the date on which the change of control occurred. If a change of control event occurred on September 30, 2023, the fiscal 2023, fiscal 2022 and fiscal 2021 awards would have been subject to this treatment. For more information, refer to the subheading “Long-Term Incentive Plan” in the CD&A. In the event of death, the inability to continue employment because of permanent disability, or a termination without cause or a good reason resignation unconnected to a change of control event, awards will vest in accordance with the normal vesting schedule and will be subject to the same requirements as awards held by individuals still employed by us and will be subject to the same risks as awards held by all other participants. (6) The RUP provides for the vesting of all unvested awards held by a participant at the time of his or her death or at the time he or she becomes permanently disabled. The units shall vest six months and one day following the participant’s date of death or the date on which his or her employment was terminated as a result of the disability. Under circumstances unrelated to a change of control, if a RUP award recipient’s employment is terminated without cause or he or she resigns for good reason, any unvested restricted unit awards held by such recipient will be forfeited. Because some of Mr. Steven Boyd’s, Mr. Brinkworth’s and Mr. Scanlon’s unvested awards were subject to the retirement provisions on the last day of fiscal 2023, if Mr. Steven Boyd, Mr. Brinkworth or Mr. Scanlon had been terminated without cause on September 30, 2023, 46,938 of Mr. Steven Boyd’s, 45,934 of Mr. Brinkworth’s and 43,810 of Mr. Scanlon’s awards would have vested in accordance with the retirement provisions of the RUP. In the event of a change of control, as defined in the 2018 Restricted Unit Plan document, all unvested RUP awards will vest immediately on the date the change of control is consummated, regardless of the holding period and regardless of whether the recipient’s employment is terminated The PEP provides for the vesting of all unvested awards held by a participant at the time of his or her death or at the time he or she becomes permanently disabled. The awards shall vest six months and one day following the participant’s date of death or the date on which his or her employment was terminated as a result of the disability. Under circumstances unrelated to a change of control, if a PEP award recipient’s employment is terminated without cause or he or she resigns for good reason, any unvested phantom equity unit awards held by such recipient will be forfeited. Although Mr. Steven Boyd, Mr. Brinkworth and Mr. Scanlon satisfied the age and service criteria of the retirement provisions of the plan, because they have held their unvested awards for fewer than twelve months, if Mr. Steven Boyd, Mr. Brinkworth or Mr. Scanlon had been terminated without cause on September 30, 2023, they would have forfeited their unvested phantom equity unit awards. In the event of a change of control, as defined in the 2022 Phantom Equity Plan document, all unvested PEP awards will vest immediately on the date the change of control is consummated, regardless of the holding period and regardless of whether the recipient’s employment is terminated.

  70. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Stivala, our President and Chief Executive Officer (the “CEO”): For fiscal 2023, our last completed fiscal year: • the annual total compensation of the employee identified at median of our company (other than our CEO), was $60,543; and • the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $3,968,504. Based on this information, for fiscal 2023, the ratio of the annual total compensation of Mr. Stivala, our President and Chief Executive Officer, to the median of the annual total compensation of all employees was estimated to be 66 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: We determined that, as of August 15, 2023, our employee population consisted of approximately 3,376 individuals. We selected August 15, 2023, which is within the last three months of fiscal 2023, as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee. To identify the “median employee” from our employee population, we collected all W-2 wages paid to each employee during the twelve-month period ending on August 15, 2023. This included each employee’s actual base salary and any overtime, any cash bonuses, the value of any RUP awards that vested during the period, and any other miscellaneous forms of W-2-related compensation added to our employees’ earnings record during the period. In making this determination, we annualized the salaries of all newly hired permanent employees during this period. After we identified our median employee, we calculated such employee’s annual total compensation for fiscal 2023 utilizing the same methodology used to determine the CEO’s compensation, resulting in annual total compensation of $60,543.

  71. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As a result of the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K (“PvP Rules”), we are providing the following information regarding the relationship between “compensation actually paid” to our President and Chief Executive Officer (our Principal Executive Officer or “PEO”) and average “compensation actually paid” to our other named executive officers (our “Non-PEO NEOs”) and certain metrics of our financial performance for the last years, in each case, calculated in accordance with the PvP Rules. Pursuant to the PVP Rules, in determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table for those fiscal years. The term “compensation actually paid” refers to the definition of such term under the PvP Rules and does not reflect compensation actually earned, realized, or received by our named executive officers. The table below summarizes compensation values previously reported in our Summary Compensation Table and the adjusted values required in this section for fiscal years 2023, 2022, and 2021. Note that compensation for Non-PEO NEOs is reported as an average.

  72. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based Made on September 26, 2020 (3): | | | | | Year | Summary Compensation Table Total for Mike Stivala, our PEO | Compensation Actually Paid to Mike Stivala, Our PEO (1) | Compensation Table Total for Our Non-PEO Named Executive Officers (2) | Compensation Actually Paid to Our Non-PEO Named Executive Officers (1) | Suburban Propane Partners, LP Total Unitholder Return | Alerian MLP Index Total Shareholder Return | Net Income/(Loss) (in Thousands) | Partnership Adjusted EBITDA (in Thousands) (4) | | 2023 | $3,968,504 | $3,692,734 | $1,986,041 | $1,925,749 | $37.86 | $133.07 | $123,752 | $275,025 | | 2022 | $3,960,001 | $4,414,143 | $1,912,168 | $2,171,310 | $25.33 | $85.85 | $139,708 | $291,026 | | 2021 | $3,115,247 | $3,381,847 | $1,680,771 | $1,824,677 | $10.68 | $68.97 | $122,793 | $275,680 |

  73. PAY VERSUS PERFORMANCE

    Compensation Actually Paid (“CAP”) is equal to the Summary Compensation Table total value of the period shown with adjustments for equity awards (2) For each fiscal year, our PEO and Non-PEO named executive officers were as follows:

  74. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEO | Non-PEO NEO | Non-PEO NEO | Non-PEO NEO | | 2023 | M. Stivala | M. Kuglin | S. Boyd | D. Brinkworth | N. Scanlon | | 2022 | M. Stivala | M. Kuglin | S. Boyd | D. Brinkworth | N. Scanlon | | 2021 | M. Stivala | M. Kuglin | S. Boyd | D. Brinkworth | N. Scanlon |

  75. PAY VERSUS PERFORMANCE

    (3) We have calculated total unitholder/shareholder return (“TSR”) in a manner consistent with the SEC stock performance graph disclosure requirements over the cumulative period covered in the disclosure (i.e., for 2021, the table represents the TSR over fiscal 2021, the TSR for 2022 represents the cumulative TSR over fiscal 2020 and fiscal 2021, etc.). The peer group used for comparison is the Alerian MLP Index. The TSR amounts reported for the Common Units of Suburban and the Alerian MLP Index demonstrate the performance of a base amount of $100 invested on September 26, 2020, through the end of each of our three reported fiscal years. As defined in the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K in the section titled “Net Income and Adjusted EBITDA.” “Compensation Actually Paid” to our named executive officers represents the “Total” compensation in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  76. PAY VERSUS PERFORMANCE

    | | Fiscal 2023 | | Fiscal 2022 | | Fiscal 2021 | | | Adjustment | PEO | Average for Non-PEO Named Executive Officers | PEO | Average for Non-PEO Named Executive Officers | PEO | Average for Non-PEO Named Executive Officers | | Deduction for amounts reported under the “Unit Awards” column of the Summary Compensation Table | $(1,731,829) | $(1,002,988) | $(1,671,147) | $(922,604) | $(1,429,420) | $(821,574) | | Deduction for change in the actuarial present values reported under the “Change in Pension Value” column of the Summary Compensation Table. (a) | $— | $— | $— | $— | $— | $— | | Change in value of RUP awards granted during prior fiscal year that vested during this fiscal year, determined as of the vesting date. (b) | $11,406 | $7,657 | $28,985 | $17,221 | $109,125 | $65,983 | | Change of ASC 718 fair value of LTIP awards granted during prior fiscal years that vested during this fiscal year, determined as of the vesting date. (c) | $(56,157) | $(26,026) | $49,933 | $24,634 | $65,359 | $32,443 | | Change of ASC 718 fair value of PEP awards granted during prior fiscal years that vested during this fiscal year, determined as of the vesting date. (d) | $— | $— | $— | $— | $— | $— | | Year-end ASC 718 fair value of RUP awards granted during this fiscal year. (e) | $670,710 | $410,336 | $830,703 | $680,713 | $976,117 | $589,745 | | Year-end ASC 718 fair value of LTIP awards granted during this fiscal year. (f) | $717,249 | $243,089 | $992,181 | $334,766 | $403,555 | $199,090 | | Year-end ASC 781 fair value of PEP awards granted during this fiscal year. (g) | $184,457 | $300,957 | $— | $— | $— | $— | | Change of ASC 718 fair value of RUP awards granted during prior fiscal years, that remained outstanding at the end of this fiscal year. (e) | $77,171 | $56,754 | $144,605 | $87,175 | $84,524 | $49,931 | | Change of ACS 718 fair value of LTIP awards granted during prior fiscal years, that remained outstanding at the end of this fiscal year. (h) | $(148,777) | $(50,071) | $78,882 | $37,237 | $57,340 | $28,288 | | Change of ACS fair 718 of PEP awards granted during prior fiscal years, that remained outstanding at the end of this fiscal year. (d) | $— | $— | $— | $— | $— | $— | | Total Adjustments | $(275,770) | $(60,292) | $454,142 | $259,142 | $266,600 | $143,906 |

  77. PAY VERSUS PERFORMANCE

    (a) Three of our named executive officers, Mr. Steven Boyd, Mr. Brinkworth, and Mr. Scanlon, participate in our now-closed to new participants pension plan. During fiscal years 2021 and 2022, the negative changes in pension values were not included in the Summary Compensation Table. (b) Represents the change in the market value of the restricted units granted under the RUP between the November 15th vesting date of each fiscal year reported and the market value of those same units at the end of the previous fiscal year. The following table provides the market values on the November 15th vesting date for each of the fiscal years reported. For more information, please refer to the section titled “Restricted Unit Plan” in our CD&A.

  78. PAY VERSUS PERFORMANCE

    | Fiscal Year | Vesting Date Value | | 2023 | $15.90 | | 2022 | $15.31 | | 2021 | $16.65 |

  79. PAY VERSUS PERFORMANCE

    (c) Represents the changes in the market values, between the end of the prior fiscal year and the end of the current fiscal year, of LTIP awards that completed their respective three-year measurement periods at the end of each of the fiscal years reported. The changes in values include dividend equivalents accrued throughout the year. For purposes of the LTIP, market value is the average of the closing prices of our units for the twenty trading days preceding the final day of each fiscal year reported. The following table provides the market values that were used to calculate payments made to our named executive officers and the percentage of the payment they actually earned. For more information, please refer to the section titled “Long-Term Incentive Plan” in our CD&A.

  80. PAY VERSUS PERFORMANCE

    | Fiscal Year | Fiscal Year During Which Award was Granted | Vesting Date Value | Percentage Applied to Market Value Based on Financial Performance Over Three-Year Measurement Period | Percentage Earned Based on Scorecard Goal Attainment | | 2023 | 2021 | $14.82 | 105% | 100% | | 2022 | 2020 | $16.51 | 110% | N/A | | 2021 | 2019 | $15.24 | 150% | N/A |

  81. PAY VERSUS PERFORMANCE

    (d) Fiscal 2023 will be the first fiscal year during which PEP awards will vest. For more information, please refer to the section titled “2022 Phantom Equity Plan” in our CD&A. (e) Because awards under this plan vest in thirds (the first third on the first anniversary of the grant date; the second third on the second anniversary of the grant date; and the final third on the third anniversary of the grant date) and because distributions are not paid on behalf of or accrued on behalf of unvested restricted units, the market value of each outstanding tranche was calculated by subtracting the present value of the estimated distributions over the course of each tranche’s remaining vesting period from the fair value of an outstanding Common Unit of Suburban at the conclusion of each fiscal year reported. (f) Represents the values of LTIP awards granted during the fiscal years reported as if payments were earned at 100%. The value includes distribution equivalents accrued throughout the year. For purposes of the LTIP, market value is the average of the closing prices of our units for the twenty trading days preceding the final day of each fiscal year reported. The following table provides the market values that were used to calculate payments for our named executive officers and our assumption regarding the percentage of the LTIP payout that they would have earned if the three-year measurement period had concluded at the end of the fiscal year reported. For more information, please refer to the section titled “Long-Term Incentive Plan” in our CD&A.

  82. PAY VERSUS PERFORMANCE

    | Fiscal Year | Fiscal Year in Which the Measurement Period for this Year’s Award will End | Per Phantom Unit Fair Value at the End of the Fiscal Year Reported | | 2023 | 2025 | $14.82 | | 2022 | 2024 | $16.51 | | 2021 | 2023 | $15.24 |

  83. PAY VERSUS PERFORMANCE

    (g) Because the PEP is settled in cash and because the plan does not provide for distribution equivalents, the values were calculated by multiplying outstanding awards by $15.89, the value of an outstanding SPH Common Unit at the end of fiscal 2023. Fiscal 2023 was the first year during which PEP awards were granted to our named executive officers. (h) Represents the values of LTIP awards granted in prior fiscal years, but remained outstanding at the end of the fiscal years reported. The values include distribution equivalents accrued throughout the fiscal years reported. For purposes of the LTIP, market value is the average of the closing prices of our units for the twenty trading days preceding the final day of each fiscal year reported. The following table provides the market values that were used to calculate payments for our named executive officers and our assumption regarding the percentage of the LTIP payout that they would have earned if the three-year measurement period had concluded at the end of the fiscal year reported. For more information, please refer to the section titled “Long-term Incentive Plan” in our CD&A.

  84. PAY VERSUS PERFORMANCE

    | Fiscal Year | Fiscal Year During Which Outstanding Award Granted in a Prior Fiscal Year Remained Outstanding at the End of this Fiscal Year was Granted | Value at the End of this Fiscal Year | Percentage that Would Be Applied to Market Value Based on Financial Performance if the End of this Fiscal Year Had Been the End of the Three-Year Measurement Period | Percentage Earned Based on Scorecard Goal Attainment if the End of this Fiscal Year Had Been the End of the Three-Year Measurement Period | | 2023 | 2022 | $14.82 | 100% | 100% | | 2022 | 2021 | $16.51 | 120% | 100% | | 2021 | 2020 | $15.24 | 104% | N/A |

  85. PAY VERSUS PERFORMANCE

    For the fiscal year ended September 30, 2023, the most important financial performance measures used to link compensation actually paid to our named executive officers to company performance are Adjusted EBITDA, distributable cash flow, and total unitholder return. Payments under our Annual Cash Bonus Plan were determined, for the most part, by Adjusted EBITDA; LTIP payments were determined, for the most part, by distributable cash flow; and the value of compensation realized by our named executive officers when they are issued Common Units when their restricted units vest is inextricably linked to the performance of our Common Units.

  86. PAY VERSUS PERFORMANCE

    | Important Financial Performance Measures | | Adjusted EBITDA | | Distributable Cash Flow | | Total Unitholder Return |

  87. PAY VERSUS PERFORMANCE

    The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining named executive officers with our Adjusted EBITDA.

  88. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid Versus Adjusted EBITDA | | | | | | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | | Compensation Actually Paid to PEO | $3,381,847 | $4,414,143 | $3,692,734 | | Average Compensation Actually Paid to Non-PEO named executive officers | $1,824,677 | $2,171,310 | $1,925,749 | | Adjusted EBITDA (in millions $) | $276 | $291 | $275 |

  89. PAY VERSUS PERFORMANCE

    The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining named executive officers with our distributable cash flow.

  90. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid Versus Distributable Cash Flow | | | | | | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | | Compensation Actually Paid to PEO | $3,381,847 | $4,414,143 | $3,692,734 | | Average Compensation Actually Paid to Non-PEO named executive officers | $1,824,677 | $2,171,310 | $1,925,749 | | Distributable Cash Flow (in millions $) | $195 | $212 | $184 |

  91. PAY VERSUS PERFORMANCE

    The Average Distributable Cash Flow, as defined above, of Suburban for the three-year measurement periods ending in fiscal 2021, 2022 and 2023 was $183.8 million, $192.1 million and $197.1 million, respectively. The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining named executive officers to the total unitholder return performance of our Common Units with the total shareholder return of the Alerian MLP Index, the peer group we selected for comparison. The total return to our Unitholders and the Alerian MLP Index’s total return assumes that $100 was invested on September 26, 2020 and that all distributions or dividends were reinvested on a quarterly basis.

  92. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid Versus Total Unitholder Return | | | | | | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | | Compensation Actually Paid to PEO | $3,381,847 | $4,414,143 | $3,692,734 | | Average Compensation Actually Paid to Non-PEO named executive officers | $1,824,677 | $2,171,310 | $1,925,749 | | Our Total Unitholder Return ($) | $10.68 | $25.33 | $37.86 | | Our Peer Group's Total Shareholder Return | $68.97 | $85.85 | $133.07 |

  93. SUPERVISORS’ COMPENSATION

    | Supervisor | Fees Earned or Paid in Cash (1) | Unit Awards (2) | Total | | Matthew J. Chanin | $135,000 | $— | $135,000 | | Lawrence C. Caldwell | $95,000 | $— | $95,000 | | Terence J. Connors | $115,000 | $— | $115,000 | | William M. Landuyt | $95,000 | $— | $95,000 | | Harold R. Logan Jr. | $95,000 | $— | $95,000 | | Jane Swift | $110,000 | $— | $110,000 | | Amy M. Adams | $47,500 | $325,276 | $372,776 | | Rommel M. Oates | $47,500 | $325,276 | $372,776 |

  94. Fees and Benefit Plans for Non-Employee Supervisors

    Fees and Benefit Plans for Non-Employee Supervisors Annual Cash Retainer Fees. As the Chairman of the Board of Supervisors, Mr. Chanin receives an annual cash retainer of $135,000, payable in quarterly installments of $33,750 each. Each of the other non-employee Supervisors receives an annual cash retainer of $95,000 each, payable in quarterly installments of $23,750. As Chair of the Compensation Committee, Ms. Swift receives an additional annual cash retainer of $15,000, payable in quarterly installments of $3,750 each. As Chair of the Audit Committee, Mr. Connors receives an additional annual cash retainer of $20,000, payable in quarterly installments of $5,000 each. Meeting Fees. The members of our Board of Supervisors receive no additional remuneration for attendance at regularly scheduled meetings of the Board or its Committees, other than reimbursement of reasonable expenses incurred in connection with such attendance. Restricted Unit Plan. Each non-employee Supervisor is eligible to participate in our RUP. All awards vest in accordance with the provisions of the plan document (see the CD&A section titled “Restricted Unit Plan” for a description of the vesting schedule). Upon vesting, all awards are settled by issuing Common Units. Additional Supervisor Compensation. Non-employee Supervisors receive no other forms of remuneration from us. The only perquisite provided to the members of the Board of Supervisors is the ability to purchase propane at the same discounted rate that we offer propane to our employees, the value of which was less than $10,000 in fiscal 2023 for each Supervisor.

  95. Restricted Unit Awards

    Restricted Unit Awards Description of Restricted Unit Awards. The Amended Plan provides for the grant of restricted Common Units of Suburban. No Common Units are actually issued on the grant of an award of restricted Common Units; rather, a restricted Common Unit award is the right to receive a specified number of Common Units upon vesting. The number of Common Units credited is recorded in a bookkeeping account. Common Units Authorized Under the Amended Plan. Subject to adjustment and the unit counting rules under the Plan, and subject to possible amendment of the Amended Plan, as described above, the total number of Common Units that may be granted under the Amended Plan is 6,175,000. The number of awards granted, and the number of Common Units subject to each award, are at the discretion of the Committee. Any Common Units that are forfeited by a grantee will become available for subsequent awards under the Amended Plan. The number of Common Units available for awards under the Amended Plan will be reduced by any Common Units used to satisfy tax withholding obligations. We anticipate filing a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the amount of new Common Units to be included in the aggregate Common Unit reserve under the Amended Plan, effective upon and subject to Unitholder approval of the Amended Plan, as soon as practicable following such Unitholders’ approval of the Amended Plan. Vesting of Restricted Unit Awards. To be eligible to receive the benefit of a restricted unit award, the grantee must remain in the service of Suburban or its affiliates throughout the applicable vesting period, except in circumstances set forth below. Vesting occurs upon continuation of service for a period of time, as specified in the award agreement. Unless otherwise set forth in the award agreement, restricted unit awards vest one third on each of the first three anniversaries of the award grant date. Suburban will generally distribute the applicable number of fully vested Common Units to the grantee on the applicable vesting date. The Amended Plan continues to prohibit the vesting of restricted unit awards before the first anniversary of the award grant date except in very limited circumstances – no more than 5% of the total restricted unit awards that may be granted under the Plan, in Change of Control situations or upon the death or disability of the grantee. Vesting Example. 100 restricted Common Units are granted on July 2, 2024 with the following vesting schedule:

  96. Disposition of Common Units

    Disposition of Common Units Sale of Common Units Acquired Under the Amended Plan. Subject to the limitations in the federal securities laws, a grantee may generally sell vested Common Units acquired under the Amended Plan upon vesting at any time after vesting without restriction.

  97. Miscellaneous Provisions

    Miscellaneous Provisions Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Amended Plan is not subject to ERISA. Assignment or Transfer of Awards Under the Amended Plan. Restricted Common Unit awards are not transferable until the award is vested and the vested Common Units have been issued to the grantee. No Right to Remain in the Service of Suburban. Nothing in the Amended Plan or in any award agreement under the Amended Plan is intended to provide any person with the right to remain in the service of Suburban or any of its affiliates for any specific period. Both the grantee and Suburban (and if applicable its affiliates) will each have the right to terminate the grantee’s service at any time and for any reason, with or without cause. Events or Transactions that Affect Suburban Common Units. In the event of any increase or reduction in the number of Common Units, or any change (including, but not limited to, a change in value) in the Common Units, or exchange of Common Units for a different number or kind of units or other securities of Suburban, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, recapitalization, cash dividend, unit split, reverse unit split, split up, spin-off, combination or exchange of units, property dividend, issuance of warrants or rights or other convertible securities, unit distribution, repurchase of units, change in corporate structure or otherwise, in any case that does not occur in connection with a Change of Control, the Committee shall conclusively determine the appropriate adjustments, if any, to: • the maximum number and class of Common Units or other units or securities with respect to which awards may be granted under the Amended Plan; and • the number of Common Units or other units or securities which are subject to outstanding awards and the purchase price thereof, if applicable.

  98. DEFINITIONS

    DEFINITIONS For the purposes of this Plan, unless otherwise specified in an Agreement, capitalized terms shall have the following meanings: 2.1 “Act” shall mean the Securities Act of 1933, as amended. 2.2 “Affiliate” shall mean (i) any corporation, partnership, limited liability company, or other entity that, directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Partnership and (ii) any other entity in which the Partnership has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee. For purposes of this Section 2.2, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of Voting Securities, by contract or otherwise. 2.3 “Agreement” shall mean the written agreement between the Partnership and a Grantee evidencing the grant of an Award and setting forth the terms and conditions thereof. 2.4 “Amendment Date” shall mean June 1, 2024. 2.5 “Award” shall mean a grant of restricted Common Units pursuant to the terms of this Plan. 2.6 “Beneficial Ownership” shall be determined pursuant to Rule 13d-3 promulgated under the Exchange Act. 2.7 “Board” shall mean the Board of Supervisors of the Partnership. 2.8 “Cause” shall mean, unless otherwise provided in an Agreement or in a written employment agreement between the Grantee and the Partnership or any of its Affiliates, (a) the Grantee’s gross negligence or willful misconduct in the performance of the Grantee’s duties, (b) the Grantee’s willful or grossly negligent failure to perform the Grantee’s duties, which failure remains uncured thirty days after the Partnership or one of its Affiliates delivers written notice of such failure to the Grantee, (c) the material breach by the Grantee of any written covenants to the Partnership or any of its Affiliates, which breach remains uncured thirty days after the Partnership or one of its Affiliates delivers written notice of such failure to the Grantee, (d) dishonest, fraudulent or unlawful behavior by the Grantee (whether or not in conjunction with employment) or the Grantee being subject to a judgment, order or decree (by consent or otherwise) by any governmental or regulatory authority which restricts the Grantee’s ability to engage in the business conducted by the Partnership or any of its Affiliates, or (e) willful or reckless breach by the Grantee of any policy adopted by the Partnership or any of its Affiliates concerning conflicts of interest, standards of business conduct, fair employment practices or compliance with applicable law. For purposes of the Plan, no act or failure to act on a Grantee’s part will be considered “willful” unless done, or omitted to be done, by the Grantee not in good faith or without a reasonable belief that the action or omission was in the best interests of the Partnership and its Affiliates. 2.9 “Change in Capitalization” shall mean any increase or reduction in the number of Common Units, or any change (including, but not limited to, a change in value) in the Common Units, or exchange of Common Units for a different number or kind of units or other securities of the Partnership, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or other convertible securities, unit distribution, unit split or reverse unit split, cash dividend, property dividend, combination or exchange of units, repurchase of units, change in corporate structure or otherwise; in each case provided that such increase, reduction or other change does not occur in connection with a Change of Control. 2.10 “Change of Control” shall mean: (a) the date (which must be a date subsequent to the Effective Date) on which any Person (including the Partnership’s general partner) or More than One Person Acting as a Group (other than the Partnership and/or its Affiliates) acquires, during the 12 month period ending on the date of the most recent acquisition, Common Units or other voting equity interests eligible to vote for the election of Supervisors (or of any entity, including the Partnership’s general partner, that has the same authority as the Board to manage the affairs of the Partnership) (“Voting Securities”) representing thirty percent (30%) or more of the combined voting power of the Partnership’s then outstanding Voting Securities; provided, however, that in determining whether a Change of Control has occurred, Voting Securities which have been acquired in a “Non-Control Acquisition” shall be excluded from the numerator. A “Non-Control Acquisition” shall mean an acquisition of Voting Securities (x) by the Partnership, any of its Affiliates and/or an employee benefit plan (or a trust forming a part thereof) maintained by any one or more of them, or (y) in connection with a “Non-Control Transaction;” or (b) the date of the consummation of (x) a merger, consolidation or reorganization involving the Partnership, unless (A) the holders of the Voting Securities of the Partnership immediately before such merger, consolidation or reorganization own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting power of the outstanding Voting Securities of the entity resulting from such merger, consolidation or reorganization (the “Surviving Entity”) in substantially the same proportion as their ownership of the Voting Securities of the Partnership immediately before such merger, consolidation or reorganization, and (B) no person or entity (other than the Partnership, any Affiliate, any employee benefit plan (or any trust forming a part thereof) maintained by the Partnership, any Affiliate, the Surviving Entity, or any Person who, immediately prior to such merger, consolidation or reorganization, had Beneficial Ownership of more than twenty five percent (25%) of the then outstanding Voting Securities of the Partnership), has Beneficial Ownership of more than twenty five percent (25%) of the combined voting power of the Surviving Entity’s then outstanding Voting Securities; or (y) the sale or other disposition of forty percent (40%) of the total gross fair market value of all the assets of the Partnership to any Person or More than One Person Acting as a Group (other than a transfer to an Affiliate). For this purpose, gross fair market value means the value of the assets of the Partnership, or the value of the assets being disposed of, determined without regard to any liability associated with such assets. A transaction described in clause (A) or (B) of subsection (x) hereof shall be referred to as a “Non-Control Transaction;” or (c) the date a majority of the members of the Board is replaced during any twelve-month period by the action of the Board taken when a majority of the Supervisors who are then members of the Board are not Continuing Supervisors (for purposes of this section, the term “Continuing Supervisor” means a Supervisor who was either (A) first elected or appointed as a Supervisor prior to the Effective Date; or (B) subsequently elected or appointed as a Supervisor if such Supervisor was nominated or appointed by at least a majority of the then Continuing Supervisors);

  99. DEFINITIONS

    Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Partnership which, by reducing the number of Voting Securities outstanding, increases the proportional number of Voting Securities Beneficially Owned by the Subject Person, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Partnership, and after such acquisition of Voting Securities by the Partnership, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change of Control shall occur. In addition, so long as Section 409A of the Code (or any successor provision thereto) remains in effect, notwithstanding anything herein to the contrary, none of the foregoing events shall be deemed to be a “Change of Control” unless such event constitutes a “change in control event” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder. 2.11 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor to the Internal Revenue Code of 1986. 2.12 “Committee” shall mean the Compensation Committee of the Board, or any successor committee of the Board responsible for administering executive compensation. The powers of the Committee under the Plan may be exercised by the Board, consistent with the provisions of the Code, the Exchange Act and the regulations thereunder. 2.13 “Common Units” shall mean the common units representing limited partnership interests of the Partnership. 2.14 “Cure Period” shall mean the thirty-day period, following receipt by the Vice President of Human Resources (or an acting equivalent) of a notification by a Grantee that a Good Reason event has occurred, during which the Partnership has the option of rectifying the Good Reason event. 2.15 “Disability” shall have the same meaning that such term (or similar term) has under the Partnership’s long-term disability policy then in effect, or as otherwise determined by the Committee. 2.16 “Effective Date” shall mean June 1, 2021. 2.17 “Employment,” or derivative terms, when used with respect to a Supervisor, shall mean service on the Board. With respect to an employee of the Partnership or its Affiliates, the duration of a Grantee’s employment with the Partnership or its Affiliates shall be calculated using the effective date of that Grantee’s commencement of employment with, or most recent rehire by, the Partnership or any Affiliate, as determined by and maintained in the records of the Partnership’s Human Resources Department as that Grantee’s “Company Seniority Date.” 2.18 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 2.19 “Fair Market Value” per unit on any date shall mean the average of the high and low sale prices of the Common Units on such date on the principal national securities exchange on which such Common Units are listed or admitted to trading, or if such Common Units are not so listed or admitted to trading, the arithmetic mean of the per Common Unit closing bid price and per Common Unit closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation SystemNew York Stock Exchange or such other market on which such prices are regularly quoted, or, if there have been no published bid or asked quotations with respect to Common Units on such date, the Fair Market Value shall be the value established by the Committee in good faith. 2.20 “Good Reason” shall mean, unless otherwise provided in an Agreement or in a written employment agreement between the Grantee and the Partnership or its Affiliate, (a) any failure by the Partnership or any of its Affiliates to comply in any material respect with the compensation provisions of a written employment agreement between the Grantee and the Partnership or its Affiliate, (b) a material adverse change in the Grantee’s title without the Grantee’s consent, or (c) the assignment to the Grantee, without the Grantee’s consent, of duties and responsibilities materially inconsistent with Grantee’s level of responsibility. For purposes of this provision and Section 5.2, a Grantee may terminate employment with the Partnership or one of its Affiliates for Good Reason only if such termination occurs within ninety days following the date of the Good Reason event. 2.21 “Grantee” shall mean a person to whom an Award has been granted under the Plan. 2.22 “More than one Person Acting as a Group” has the same meaning as set forth in Treasury Regulation 1.409A-3(i)(5)(v)(B). 2.23 “Partnership” shall mean Suburban Propane Partners, L.P., a Delaware limited partnership, and its successors. 2.24 “Person” shall mean a natural person or any entity and shall include two or more Persons acting as a partnership, limited partnership, limited liability company, syndicate, or other group. 2.25 “Plan” shall mean this Suburban Propane Partners, L.P. Amended and Restated 2018 Restricted Unit Plan. 2.26 “Retirement” shall mean voluntary termination of employment by a Grantee who has attained age 55 and who has been employed by the Partnership, its Affiliates, or its predecessors for 10 years or more, in connection with a bona fide intent by the Grantee to no longer seek full time employment in the industries in which the Partnership or any of its Affiliates then participates. Retirement shall not include voluntary termination of employment by a Grantee in response to, or anticipation of, a termination of employment for Cause by the Partnership or any of its Affiliates. For purposes of this definition, a Grantee’s employment with an Affiliate shall be deemed to commence on the date such entity becomes an “Affiliate” within the meaning of the Plan, unless otherwise provided in an Agreement. 2.27 “Supervisor” shall mean any member of the Board who is not an employee of the Partnership or any of its Affiliates.

  100. RESTRICTED COMMON UNIT GRANTS

    RESTRICTED COMMON UNIT GRANTS 4.1 Time Vesting Grants. From time to time, the Committee may grant restricted Common Units to Grantees, in such amounts as it deems prudent and proper. Such restricted Common Units shall be granted, and the Common Units underlying such restricted Common Units shall be issued, in consideration of the performance of services and for no other consideration. 4.2 Forfeiture. A Grantee’s rights with respect to the restricted Common Units shall remain forfeitable at all times prior to the date on which the restrictions thereon shall have lapsed in accordance with the terms of the Plan and the applicable Agreement. 4.3 Vesting Schedule. Restricted Common Unit grants made pursuant to Section 4.1 shall vest and become non-forfeitable, unless, subject to Section 5.7, otherwise determined by the Committee (at the time of Award, though in no case will the vesting schedule be shorter than twelve months from the date of grant, or otherwise), and the restrictions thereon shall lapse, (a) at a rate of 1/3 (one third) on the first anniversary of the grant date of the applicable Award, a second 1/3 (one third) on the second anniversary of the grant date of the applicable Award, and a final 1/3 (one third) on the third anniversary of the grant date of the applicable Award, provided that the Grantee is employed by the Partnership or one of its Affiliates on each such date (the “minimum vesting schedule”), or (b) by reason of death or Disability as set forth in Section 5.3. Notwithstanding the provisions of the Plan, the Committee may grant Awards that are not subject to the minimum vesting schedule, provided that the aggregate number of restricted Common Units not subject to the minimum vesting schedule (excluding any such Awards to the extent that they have been forfeited or cancelled) may not exceed 5% of the restricted Common Units reserved for issuance in Section 3.4. 4.4 Other Grants. Notwithstanding anything else herein to the contrary but expressly subject to Sections 4.3 and 5.7, the Committee may grant restricted Common Units on such terms and conditions as it determines in its sole discretion, the terms and conditions of which shall be set forth in the applicable Agreement.

  101. ARTICLE VI

    ARTICLE VI DELIVERY OF UNITS, ETC. 6.1 Delivery of Common Units. Subject to Section 9.3, the Partnership shall deliver to the Grantee the applicable number of vested Common Units in book-entry form, free of all restrictions hereunder, on (a) the date of vesting of the restricted Common Units pursuant to Sections 4.3, 5.1 or 5.2, or (b) on the day following the date of vesting of the restricted Common Units pursuant to Sections 5.3 or 5.4. 6.2 Transferability. Until such time as restricted Common Units have vested and become non-forfeitable, and Common Units in respect thereof have been delivered to the Grantee, a Grantee shall not be entitled to transfer such restricted Common Units. 6.3 Rights of Grantees. Until such time as restricted Common Units have vested and become non-forfeitable, and Common Units in respect thereof have been delivered to the Grantee, a Grantee shall not be entitled to exercise any rights of a unitholder with respect thereto, including the right to vote such units and the right to receive allocations or distributions thereon.