What changed in this filing

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Item 9A. Controls and Procedures

2021-03-03 compared with 2020-02-14 · 213 added, 123 removed, 725 unchanged (32% of the section changed)

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(a) Evaluation of Disclosure Controls and Procedures.

In accordance with Rules 13a-15 and 15d-15 of the Exchange Act of 1934, we, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of our general partner, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) as of December 31, 2019 .

In accordance with Rules 13a-15 and 15d-15 of the Exchange Act, we, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of our general partner, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) as of December 31, 2020.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of our general partner concluded that our disclosure controls and procedures were effective as of December 31, 2020 to provide reasonable assurance that information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Partnership’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Based on its evaluation under the framework in Internal Control — Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report appearing in "Item 8 - Financial Statements and Supplementary Data."

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Directors and executive officers are elected for one-year terms.

Position with the General Partner

President, Chief Executive Officer and Director

Executive Vice President, Chief Financial Officer, Treasurer and Director

Executive Vice President and Chief Operating Officer

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

Senior Vice President of Operations

Collingsworth

Martin serves as President, Chief Executive Officer and a member of the board of directors of our general partner.

Martin has served in such capacities since June 2002.

Name Age Position with the General Partner

69 Chairman of the Board of Directors

Bondurant (2)

62 President and Chief Executive Officer and Director

Tauscher 55 Executive Vice President and Chief Operating Officer

Booth 51 Executive Vice President, Chief Legal Officer, General Counsel and Secretary

56 Vice President and Chief Financial Officer

Shoup 60 Senior Vice President of Operations

Scott Massey 68 Director

Collingsworth 66 Director

Kelley 73 Director

Stanton 45 Director

Christopher M.

Reid 33 Director (Appointed effective February 8, 2021)

Dolan 47 Director (Departed effective February 4, 2021)

Martin retired as President and Chief Executive Officer effective December 31, 2020 and was appointed Chairman of the Board of Directors of our general partner effective January 1, 2021.

Bondurant was appointed President and Chief Executive Officer effective January 1, 2021, and previously served as Executive Vice President and Chief Financial Officer.

Taylor was appointed Vice President and Chief Financial Officer effective January 1, 2021.

Martin was appointed to Chairman of the board of directors of our general partner effective January 1, 2021.

From 2002 to 2020, Mr.

Martin served as President and Chief Executive Officer and a member of the board of directors of our general partner.

Martin has served as President of Martin Resource Management Corporation since 1981 and has served in various capacities within the company since 1974.

Martin holds a Bachelor of Science degree in industrial management from the University of Arkansas.

Martin was selected to serve as a director on our general partner's board of directors due to his depth of knowledge of the Partnership, including its strategies and operations, his business judgment and his position within the Partnership.

Bondurant serves as Executive Vice President, Chief Financial Officer, Treasurer and a member of the board of directors of our general partner.

Bondurant has served in such capacities since June 2002.

Martin was selected to serve as a director on our general partner's board of directors due to his depth of knowledge of the Partnership, including its strategies and operations and his business judgment and his previous experience as Chief Executive Officer of the Partnership.

Bondurant was appointed to President and Chief Executive Officer of our general partner effective January 1, 2021.

Prior to this position, Mr.

Bondurant served as Executive Vice President and Chief Financial Officer and has served on the board of directors since 2014.

Bondurant joined Martin Resource Management Corporation in 1983 as Controller and subsequently was appointed Chief Financial Officer and a member of its board of directors in 1990.

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Bondurant holds a Bachelor of Business Administration degree in accounting from Texas A&M University and is a Certified Public Accountant, licensed in the state of Texas.

Bondurant was selected to serve as a director on our general partner's board of directors due to his depth of knowledge of the Partnership, including its strategies and operations and his business judgment, as well as his extensive financial and accounting background.

Tauscher serves as Executive Vice President and Chief Operating Officer of our general partner.

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Additionally, Mr.

Booth holds a Bachelor of Science degree in business management from LeTourneau University.

Booth holds a Bachelor of

Science degree in business management from LeTourneau University.

Booth is an attorney licensed to practice in the State of Texas.

Taylor was appointed to Vice President and Chief Financial Officer of our general partner effective January 1, 2021.

Prior to this position, Ms.

Taylor served as Director of Finance and Head of Investor Relations since March 2018.

Taylor was a member of the management group of Prism Gas Systems, Inc.

serving as Vice President and Chief Financial Officer, where she continued as Controller after Martin's acquisition of Prism in November 2005.

Prior to Prism, Ms.

Taylor served as Director of Finance and Investor Relations for Dynamex Inc., a North American logistics company.

She has held finance and accounting positions with Union Pacific Resources and UP Fuels.

Taylor holds a Bachelor of Business Administration in accounting from Harding University.

Shoup serves as Senior Vice President of Operations for our general partner.

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Kelley was selected to serve as a director on our general partner's board of directors due to his extensive corporate business experience.

Dolan serves as a member of the board of directors of our general partner.

Dolan has served as a Director since 2013.

Dolan is a Partner of Alinda Capital Partners, which he joined in 2009.

Prior to joining Alinda, Mr.

Dolan spent over 12 years with Citigroup Global Markets in investment banking primarily focused in the energy sector.

Dolan received a bachelor's degree from Georgetown University.

Dolan was selected to serve as a director on our general partner's board of directors due to his affiliation with Alinda, his knowledge of the energy industry and his financial and business expertise.

Stanton serves as a member of the board of directors of our general partner.

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Stanton was selected to serve as a director on our general partner's board of directors due to his affiliation with Alinda, his knowledge of the energy industry and his financial and business expertise.

Christopher M.

Reid serves as a member of the board of directors of our general partner.

Reid has served as a Director since his appointment on February 8, 2021.

Reid is a Director and member of the Global Investments Team at Alinda Capital Partners and has 10 years of experience in infrastructure.

Prior to joining Alinda in 2012, he was an analyst in the industrials group at Deutsche Bank.

Reid received a Bachelor's degree from Yale University.

Reid was selected to

serve as a director on our general partner's board of directors due to his affiliation with Alinda, his knowledge of infrastructure and his financial and business expertise.

Independence of Directors

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From January 1, 2020 to December 31, 2020, the board of directors of our general partner held 14 meetings.

All directors then in office attended each of these meetings, either in person, by teleconference or by videoconference with the exception of:

Kelley and Zach Stanton, who were not in attendance at the meeting of the board of directors on the date of May 31, 2019.

Additionally, the board of directors undertook action three times during 2019 without a meeting by acting through written unanimous consent.

In 2020, all directors of our general partner attended at least 75% of the meetings of the board of directors and the committees on which they served.

Additionally, the board of directors undertook action five times during 2020 without a meeting by acting through written unanimous consent.

We have standing conflicts, audit, compensation and nominating committees of the board of directors of our general partner.

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Each member of the Audit Committee is an independent director in accordance with NASDAQ and applicable securities laws.

Each of the board committees has a written charter approved by the

Each of the board committees has a written charter approved by the board.

Copies of each charter are posted on our website at www.MMLP.com under the "Corporate Governance" section.

The current members of the committees, the number of meetings held by each committee from January 1, 2020 to December 31, 2020, and a brief description of the functions performed by each committee are set forth below:

Conflicts Committee (3 meetings).

Conflicts Committee (1 meeting).

The members of the Conflicts Committee are:

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The primary responsibility of the Compensation Committee is to oversee compensation decisions for the outside directors of our general partner and executive officers of our general partner (in the event they are to be paid by our general partner) as well as our long-term incentive plan.

Nominating Committee (2 meetings).

Nominating Committee (1 meeting).

The members of the Nominating Committee are Messrs.

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If any substantive amendments are made to the Code of Ethics and Business Conduct or if we or our general partner grant any waiver, including any implicit waiver, from a provision of the code to any of our general partner's executive officers and directors, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Our general partner's directors and officers and beneficial owners of more than 10% of a registered class of our equity securities are required to file reports of ownership and reports of changes in ownership with the SEC and NASDAQ.

Directors, officers and beneficial owners of more than 10% of our equity securities are also required to furnish us with copies of all such reports that are filed.

Based solely on our review of copies of such forms and amendments previously provided to us, we believe directors, officers and greater than 10% beneficial owners complied with all filing requirements during the year ended December 31, 2019 .

Executive Compensation

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These executive officers are employed by Martin Resource Management Corporation, a private corporation that has significant operations that are separate from ours.

The executive officers of our general partner are also the executive officers of Martin Resource Management Corporation and devote significant time to the management of Martin Resource Management Corporation’s operations.

With the exception of our President and Chief Executive Officer as of January 1, 2021, the executive officers of our general partner are also the executive officers of Martin Resource Management Corporation and devote significant time to the management of Martin Resource Management Corporation’s operations.

We reimburse Martin Resource Management Corporation for a portion of the indirect general and administrative expenses, including compensation expense relating to the service of these individuals that are allocated to us pursuant to the Omnibus Agreement.

Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.

For the years ended December 31, 2019 , 2018 and 2017 the Conflicts Committee approved reimbursement amounts of $16.7 million, $16.4 million and $16.4 million, respectively, reflecting our allocable share of such expenses.

For the years ended December 31, 2020, 2019 and 2018 the board of directors of our general partner approved reimbursement amounts of $16.4 million, $16.7 million and $16.4 million, respectively, reflecting our allocable share of such expenses.

Please see "Item 13.

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In addition to the annual base salary, the Named Executive Officers may be eligible to receive discretionary annual cash awards that, if awarded, are paid in a lump sum in the quarter following the end of the fiscal year.

These cash awards are designed to provide the Named Executive Officers with competitive incentives to help drive performance and promote achievement of Martin Resource Management Corporation’s business objectives.

Executive Officers may also be eligible to receive a cash award based upon their services provided to us in the event that any such Named Executive Officer has devoted a significant amount of their time to working for us.

These cash awards are designed to provide the Named Executive Officers with competitive incentives to help

drive performance and promote achievement of Martin Resource Management Corporation’s business objectives.

Named Executive Officers may also be eligible to receive a cash award based upon their services provided to us in the event that any such Named Executive Officer has devoted a significant amount of their time to working for us.

Any such award is determined in accordance with the same methodologies as the discretionary annual cash awards for Martin Resource Management Corporation, as described below.

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The compensation policies and philosophy of Martin Resource Management Corporation govern the types and amount of compensation granted to each of the Named Executive Officers.

The board of directors and Conflicts Committee have responsibility for evaluating and determining the reasonableness of the total amount we are charged under the Omnibus Agreement for managerial, administrative and operational support, including compensation of the Named Executive Officers, provided by Martin Resource Management Corporation.

The board of directors of our general partner has responsibility for evaluating and determining the reasonableness of the total amount we are charged under the Omnibus Agreement for managerial, administrative and operational support, including compensation of the Named Executive Officers, provided by Martin Resource Management Corporation.

Our allocation for the costs incurred by Martin Resource Management Corporation in providing compensation and benefits to its employees who serve as the Named Executive Officers is governed by the Omnibus Agreement.

In general, this allocation is based upon estimates of the relative amounts of time that these employees devote to the business and affairs of our general partner and to the business and affairs of Martin Resource Management Corporation.

We bear substantially less than a majority of Martin Resource Management Corporation’s costs of providing compensation and benefits to the Named Executive Officers.

When setting compensation for the Named Executive Officers, the elements of compensation above are considered holistically to provide an appropriate combination of compensation.

Annual base salaries for the Named Executive Officers are determined by Mr.

Ruben Martin, Chief Executive Officer, Mr.

Robert Bondurant, Chief Financial Officer, Mr.

Randall Tauscher, Chief Operating Officer, and Mrs.

Melanie Mathews, Vice President-Human Resources (collectively, the "Management Compensation Committee of Martin Resource Management Corporation") based on a periodic performance review of each Named Executive Officer.

Annual base salaries for the Named Executive Officers, other than our President and Chief Executive Officer as of January 1, 2021, are determined by the Management Compensation Committee of Martin Resource Management Corporation comprised of its Chief Executive Officer, Mr.

Ruben Martin, Chief Operating Officer, Mr.

Randall Tauscher, and Vice President-Human Resources, Mrs.

Melanie Mathews (collectively, the "Management Compensation Committee of Martin Resource Management Corporation") based on a periodic performance review of each Named Executive Officer.

As of January 1, 2021, the Compensation Committee of our board of directors will be responsible for setting the compensation of our President and Chief Executive Officer.

Except in the case of an exceptional amount of time devoted to us, discretionary annual cash awards are based on the performance of Martin Resource Management Corporation.

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Any such employee plan awards are then considered and must be approved by the Compensation Committee and then are distributed to the employees, including Named Executive Officers, accordingly.

Further, Martin Resource Management Corporation, with the approval of the Compensation Committee of the Board of Directors of Martin Resource Management Corporation or the Compensation Committee regularly reviews market data and relevant compensation surveys when setting base compensation and, when appropriate, engages compensation consultants.

Because he serves on both the Management Compensation Committee of Martin Resource

Management Corporation and on the Compensation Committee of the Board of Directors of Martin Resource Management Corporation, Mr.

Martin, as Chief Executive Officer, has significant authority in setting base salaries, discretionary annual cash award allocations and amounts and employee benefit award distributions.

when setting base compensation and, when appropriate, engages compensation consultants.

Because he serves on both the Management Compensation Committee of Martin Resource Management Corporation and on the Compensation Committee of the Board of Directors of Martin Resource Management Corporation, Mr.

Martin, as Chief Executive Officer of Martin Resource Management Corporation, has significant authority in setting base salaries, discretionary annual cash award allocations and amounts and employee benefit award distributions.

Any awards granted under our long-term incentive plan, which to date have consisted of the grant of restricted common units to the independent directors and employees of our general partner, are approved by the Compensation Committee.

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The foregoing agreement has been developed based on an assessment of the estimated percentage of the time spent by the Named Executive Officers managing our affairs, relative to the affairs of Martin Resource Management Corporation ranging from approximately 55% to 100%.

Our Named Executive Officers are Mr.

During 2020, our Named Executive Officers were Mr.

Ruben Martin, the President and Chief Executive Officer of our general partner, Mr.

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Shoup, Senior Vice President of Operations.

As of December 31, 2020 Ruben Martin retired and ceased being a Named Executive Officer and Robert D.

Bondurant was appointed President and Chief Executive Officer.

Taylor became Vice President and Chief Financial Officer and a Named Executive Officer.

Discretionary Annual Cash Awards.

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The Compensation Committee may determine to make grants under the plan containing such terms as the Compensation Committee shall determine under the plan.

With respect to time-based restricted units ("TBRU's"), the Compensation Committee will determine the time period over which restricted units granted to employees and directors will vest.

With respect to time-based restricted units ("TBRU's"), the Compensation Committee will determine the time period over which restricted units granted to employees and directors will

The Compensation Committee may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-established performance targets ("Performance Based Restricted Units" or "PBRU's").

The performance targets may include, but are not limited to, the following:

revenue and income measures, cash flow measures, EBIT, EBITDA, distribution coverage metrics, expense measures, liquidity measures, market measures, corporate sustainability

metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives.

revenue and income measures, cash flow measures, EBIT, EBITDA, distribution coverage metrics, expense measures, liquidity measures, market measures, corporate sustainability metrics, and other measures related to acquisitions, dispositions, operational objectives and succession planning objectives.

PBRU's are earned only upon our achievement of an objective performance measure for the performance period.

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If we issue new common units upon vesting of the restricted units, the total number of common units outstanding will increase.

On February 11, 2019, we issued 5,648 TBRU's to each of our three independent directors under the 2017 LTIP.

These restricted common units vest in equal installments of 1,412 units on January 24, 2020, 2021, 2022, and 2023.

Martin Resource Management Corporation Employee Benefit Plans

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On each purchase date (the last day of such purchase period), units will be purchased for each participating employee at the fair market value of such units.

The fair market value of the Units to be purchased during such purchase period shall mean the closing sales price of a unit on the purchase date.

The fair market value of the common units to be purchased during such purchase period shall mean the closing sales price of a unit on the purchase date.

Martin Resource Management Corporation Employee Stock Ownership Plans.

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Martin Resource Management Corporation maintains an employee stock ownership plan that covers employees who satisfied certain minimum age and service requirements but no employee shall become eligible to participate in the Plan on or after January 1, 2013.

This Plan is referred to as the "Martin Employee Stock Ownership Plan".

Under the terms of the Plan, Martin Resource Management Corporation has the discretion

to make contributions in an amount determined by its board of directors.

This Plan is referred to as the "Martin

Employee Stock Ownership Plan".

Under the terms of the Plan, Martin Resource Management Corporation has the discretion to make contributions in an amount determined by its board of directors.

Those contributions are allocated under the terms of the Plan and invested primarily in the common stock of Martin Resource Management Corporation.

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This profit sharing plan is referred to as the "401(k) Plan." Eligible employees may elect to participate in the 401(k) Plan by electing pre-tax contributions up to 30% of their regular compensation.

Matching contributions are made to the 401(k) Plan equal to 50% of the first 4% of eligible compensation.

Martin Resource Management Corporation may make annual discretionary profit sharing contributions in an amount at the plan year end as determined by the board of directors of Martin Resource Management Corporation.

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There are no outstanding options under this plan as of December 31, 2020.

Change of Compensation Policy.

As of January 1, 2021, the Compensation Committee of our general partner will be solely responsible for determining the base salary, bonus compensation, long-term incentive compensation and other compensation of our President and Chief Executive Officer.

The Compensation Committee will be responsible for the development of the compensation objectives and methodology applicable to the President and Chief Executive Officer.

Other Compensation

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The following table sets forth the compensation expense that was allocated to us for the services of the named executive officers for the years ended December 31, 2020, 2019 and 2018.

Name and Principal Position

Stock Awards (1)

Total Compensation

Name and Principal Position Year Salary Retention Bonus Stock Awards (1) Total Compensation

Martin, President and Chief Executive Officer 2020 $ 341,250 $ — $ — $ 341,250

2019 $ 341,250 $ — $ — $ 341,250

2018 $ 262,500 $ — $ 1,158,913 $ 1,421,413

Bondurant, Executive Vice President and Chief Financial Officer 2020 $ 312,000 $ 100,000 $ — $ 412,000

2019 $ 312,000 $ — $ — $ 312,000

2018 $ 240,000 $ — $ 740,870 $ 980,870

Tauscher, Executive Vice President and Chief Operating Officer 2020 $ 336,000 $ 100,000 $ — $ 436,000

2019 $ 336,000 $ — $ — $ 336,000

2018 $ 288,000 $ — $ 740,870 $ 1,028,870

Booth, Executive Vice President, General Counsel and Secretary 2020 $ 211,750 $ 100,000 $ — $ 311,750

2019 $ 250,250 $ — $ — $ 250,250

2018 $ 192,500 $ — $ 556,000 $ 748,500

Shoup, Senior Vice President of Operations 2020 $ 372,000 $ — $ — $ 372,000

2019 $ 372,000 $ — $ — $ 372,000

2018 $ 279,000 $ — $ 222,400 $ 501,400

(1) The amounts shown represent the grant date fair value of awards computed in accordance with FASB ASC 718, however, such awards are subject to vesting requirements for TBRU's and PBRU's which have not been met as it relates to the 2018 stock award.

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Fees Earned Paid in

Martin $ — $ — $ —

Bondurant $ — $ — $ —

Scott Massey (1) $ 65,000 $ 67,770 $ 132,770

Kelley (1) $ 65,000 $ 67,770 $ 132,770

Collingsworth (1) $ 65,000 $ 67,770 $ 132,770

Dolan $ — $ — $ —

Stanton $ — $ — $ —

(1) On February 12, 2020, the Partnership issued 27,000 restricted common units to each of three independent directors, C.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the beneficial ownership of our units as of February 14, 2020 held by beneficial owners of 5% or more of the units outstanding, by directors of our general partner, by each executive officer and by all directors and executive officers of our general partner as a group.

Name of Beneficial Owner(1)

Percentage of

The following table sets forth the beneficial ownership of our units as of March 3, 2021 held by beneficial owners of 5% or more of the units outstanding, by directors of our general partner, by each executive officer and by all directors and executive officers of our general partner as a group.

Name of Beneficial Owner(1) Common Units

Owned Percentage of

MRMC ESOP Trust (4) 6,114,532 15.7%

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Cross Oil Refining & Marketing Inc.

(6) 889,444 2.3%

(2) 8,216,779 21.1%

Martin (6) 6,575,896 16.9%

Bondurant 113,595 —%

Tauscher 74,433 —%

Booth (7) 48,218 —%

Taylor (8) 10,064 —%

Shoup 22,956 —%

Christopher M.

Scott Massey (9) 85,854 —%

Kelley 67,954 —%

Collingsworth (10) 66,129 —%

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(4) By virtue of its ownership of 88.39% of the outstanding common stock of Martin Resource Management Corporation, the MRMC ESOP Trust (the "MRMC ESOP") is the controlling shareholder of Martin Resource Management Corporation, and may be deemed to beneficially own the 6,114,532 MMLP Common Units held by Martin Resource LLC, Cross Oil Refining & Marketing Inc., and Martin Product Sales LLC.

Wilmington Trust Retirement and Institutional Services Company serves as trustee of the MRMC ESOP but all of its voting and investment decisions are directed by the board of directors of Martin Resource Management Corporation.

Bondurant, Randall L.

Tauscher, and Melanie Mathews, Vice President - Human Resources (the "MRMC ESOP Co-Trustees") serve as co-trustees of the MRMC ESOP but all of its voting and investment decisions are directed by the board of directors of Martin Resource Management Corporation.

The MRMC ESOP expressly disclaims beneficial ownership of the MMLP Common Units as voting and investment decisions are directed by the board of directors of Martin Resource Management Corporation.

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The 4,203,823 common units beneficially owned by Martin Resource Management Corporation through its ownership of Martin Resource, LLC have been pledged as security to a third party to secure payment for a loan made by such third party.

The 1,021,265 common units beneficially owned by Martin Resource Management Corporation through its ownership of Martin Product Sales LLC have been pledged as security to a third party to secure payment for a loan made by such third party.

made by such third party.

The 889,444 common units beneficially owned by Martin Resource Management Corporation through its ownership of Cross Oil Refining & Marketing Inc.

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and Martin Product Sales LLC.

Booth is the sole member and sole manager of Mibech Holdings LLC.

Booth may be deemed to be the beneficial owner of 22,375 common units held by Mibech Holdings LLC.

Taylor may be deemed to be the beneficial owner of the 1,450 common units held by her husband.

Massey may be deemed to be the beneficial owner of 1,500 common units held by his wife.

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Voting Common Stock

Name of Beneficial Owner(1)

Name of Beneficial Owner(1) Number of

Shares Percent of

Outstanding Voting Stock

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(2) The MRMC ESOP owns 162,772.70 shares of common stock of Martin Resource Management Corporation.

Wilmington Trust Retirement and Institutional Services Company serves as trustee of the MRMC ESOP but all of its voting and investment decisions related to the unallocated shares of common stock are directed by the board of directors of Martin Resource Management Corporation.

The MRMC ESOP Co-Trustees serve as trustees of the MRMC ESOP but all of its voting and investment decisions related to the unallocated shares of common stock are directed by the board of directors of Martin Resource Management Corporation.

Of the common stock held by the MRMC ESOP, 139,893.57 shares of common stock are allocated to participant accounts, and 23,879.13 shares of common stock are unallocated.

Bondurant and Randall Tauscher (the "Co-Trustees") are co-trustees of the Martin Employee Stock Ownership Trust which converted from a profit sharing plan known as the Martin Employees' Stock Profit Sharing Plan on January 1, 2014.

The Co-Trustees exercise shared control over the voting and disposition of the securities owned by this trust.

As a result, the Co-Trustees may be deemed to be the beneficial owner of the securities held by such trust;

thus, the number of shares of common stock reported herein as beneficially owned by the Co-Trustees includes the 21,383 shares owned by such trust.

The Co-Trustees disclaim beneficial ownership of these 21,383 shares.

(3) Robert D.

Bondurant and Randall Tauscher (the "Martin ESOP Co-Trustees") are co-trustees of the Martin Employee Stock Ownership Trust which converted from a profit sharing plan known as the Martin Employees' Stock Profit Sharing Plan on January 1, 2014.

The Martin ESOP Co-Trustees exercise shared control over the voting and disposition of the securities owned by this trust.

As a result, the Martin ESOP Co-Trustees may be deemed to be the beneficial owner of the securities held by such trust;

thus, the number of shares of common stock reported

herein as beneficially owned by the Martin ESOP Co-Trustees includes the 21,383 shares owned by such trust.

The Martin ESOP Co-Trustees disclaim beneficial ownership of these 21,383 shares.

The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2020:

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options, Warrants

Weighted-average

and rights Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

warrants and rights Number of securities

remaining available for

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securities reflected in

Plan Category

Equity compensation plans approved by security holders

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders N/A N/A 2,574,638

Total — $ — 2,574,638

(1) Our general partner has adopted and maintains the Martin Midstream Partners L.P.

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Long-Term Incentive Plan".

In February 2020, we issued 27,000 restricted common units to independent directors under our long-term incentive plan.

These restricted common units vest in equal installments of 6,750 units on January 24, 2021, 2022, 2023 and 2024.

Certain Relationships and Related Transactions, and Director Independence

Martin Resource Management Corporation owns 6,114,532 of our common limited partnership units representing approximately 15.7% of our outstanding common limited partnership units as of February 14, 2020.

Martin Resource Management Corporation owns 6,114,532 of our common limited partnership units representing approximately 15.7% of our outstanding common limited partnership units as of March 3, 2021.

Martin Resource Management Corporation controls Martin Midstream GP LLC, our general partner, by virtue of its 51% voting interest in MMGP Holdings, LLC, the sole member of our general partner.

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Formation Stage

The consideration received by our general partner and Martin Resource Management Corporation for the transfer of assets to us

4,253,362 subordinated units (All of the original 4,253,362 subordinated units issued to Martin Resource Management Corporation have been converted into common units on a one-for-one basis since the formation of the Partnership.

The consideration received by our general partner and Martin Resource Management Corporation for the transfer of assets to us 4,253,362 subordinated units (All of the original 4,253,362 subordinated units issued to Martin Resource Management Corporation have been converted into common units on a one-for-one basis since the formation of the Partnership.

850,672 subordinated units were converted on each of November 14, 2005, 2006, 2007 and 2008, respectively, and 850,674 subordinated units were converted on November 14, 2009)

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Operational Stage

Distributions of available cash to our general partner

We will generally make cash distributions 98% to our unitholders, including Martin Resource Management Corporation as holder of all of the subordinated units, and 2% to our general partner.

Distributions of available cash to our general partner We will generally make cash distributions 98% to our unitholders, including Martin Resource Management Corporation as holder of all of the subordinated units, and 2% to our general partner.

In addition, if distributions exceed the minimum quarterly distribution and other higher target levels, our general partner will be entitled to increasing percentages of the distributions, up to 50% of the distributions above the highest target level as a result of its incentive distribution rights.

Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of our outstanding units for four quarters, our general partner would receive an annual aggregate distribution of approximately $0.01 million on its 2% general partner interest.

Payments to our general partner and its affiliates

Martin Resource Management Corporation is entitled to reimbursement for all direct expenses it or our general partner incurs on our behalf.

Payments to our general partner and its affiliates Martin Resource Management Corporation is entitled to reimbursement for all direct expenses it or our general partner incurs on our behalf.

The direct expenses include the salaries and benefit costs employees of Martin Resource Management Corporation who provide services to us.

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Under the omnibus agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.

The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

The board of directors of our general partner will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

Please read "Agreements — Omnibus Agreement" below.

Withdrawal or removal of our general partner

If our general partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.

Withdrawal or removal of our general partner If our general partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.

Liquidation Stage

Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their particular capital account balances.

Liquidation Upon our liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their particular capital account balances.

Omnibus Agreement

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• any business operated by Martin Resource Management Corporation, including the following:

distributing fuel oil, asphalt, marine fuel and other liquids;

providing marine bunkering and other shore-based marine services in Texas, Louisiana, Mississippi, Alabama, and Florida;

• distributing asphalt, marine fuel and other liquids;

• providing shore-based marine services in Texas, Louisiana, Mississippi, and Alabama;

• operating a crude oil gathering business in Stephens, Arkansas;

providing crude oil gathering, refining, and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas;

• providing crude oil gathering and marketing services of base oils, asphalt, and distillate products in Smackover, Arkansas;

• providing crude oil marketing and transportation from the well head to the end market;

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Under the Omnibus Agreement, we are required to reimburse Martin Resource Management Corporation for indirect general and administrative and corporate overhead expenses.

For the years ended December 31, 2019 , 2018 and 2017 , the Conflicts Committee approved and we reimbursed Martin Resource Management Corporation of $16.7 million, $16.4 million and $16.4 million, respectively, reflecting our allocable share of such expenses.

The Conflicts Committee will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

For the years ended December 31, 2020, 2019 and 2018, the board of directors of our general partner approved and we reimbursed Martin Resource Management Corporation of $16.4 million, $16.7 million and $16.4 million, respectively, reflecting our allocable share of such expenses.

The board of directors of our general partner will review and approve future adjustments in the reimbursement amount for indirect expenses, if any, annually.

These indirect expenses cover all of the centralized corporate functions Martin Resource Management Corporation provides for us, such as accounting, treasury, clerical billing, information technology, administration of insurance, general office expenses and employee benefit plans and other general corporate overhead functions we share with Martin Resource Management Corporation retained businesses.

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Master Transportation Services Agreement

Master Transportation Agreement.

Martin Transport, Inc.

Master Transportation Services Agreement.

MTI, a wholly owned subsidiary of us, is a party to a master transportation services agreement effective January 1, 2019, with certain wholly owned subsidiaries of Martin Resource Management Corporation.

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At such time, the per gallon throughput fee we charged under this agreement was increased when compared to the previous agreement and may be adjusted annually based on a price index.

This agreement was further amended on January 1, 2017, October 1, 2017, and April 1, 2019 to modify its minimum throughput requirements and throughput fees.

This agreement was further amended on January 1, 2017, October 1, 2017, April 1, 2019, and January 1, 2020 to modify its minimum throughput requirements and throughput fees.

The term of this agreement is currently evergreen and it will continue on a month to month basis until terminated by either party by giving 60 days’ written notice.

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All of these fees (other than the fuel surcharge) are subject to escalation annually based upon the greater of 3% or the increase in the Consumer Price Index for a specified annual period.

In addition, every three years, the parties can negotiate an upward or downward adjustment in the fees subject to their mutual agreement.

Sulfuric Acid Sales Agency Agreement .

We were previously a party to a third amended and restated sulfuric acid sales agency agreement dated August 2, 2017 but effective October 1, 2017, under which a successor in interest to the agreement from Martin Resource Management Corporation, Saconix LLC ("Saconix"), a limited liability company in which Martin Resource Management Corporation held a minority equity interest, purchased and marketed the sulfuric acid produced by our sulfuric acid production plant at Plainview, Texas, that was not consumed by our internal operations.

This agreement, as amended, was to remain in place until September 30, 2020 and automatically renew year to year thereafter until either party provided 90 days’ written notice of termination prior to the expiration of the then existing term.

Under this agreement, we sold all of our excess sulfuric acid to Saconix, who then marketed and sold such acid to third-parties.

We shared in the profit of such sales.

Effective May 31, 2018, Martin Resource Management Corporation no longer holds an equity interest in Saconix.

Transactions subsequent to Martin Resource Management Corporation's disposition of the equity interest will be reported as third party transactions.

Other Miscellaneous Agreements.

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On January 2, 2019, we acquired all of the issued and outstanding equity interests of MTI from Martin Resource Management Corporation for a purchase price of $135.0 million.

MTI operates a fleet of tank trucks providing transportation of petroleum products, liquid petroleum gas, chemicals, sulfur and other products, as well as owns 23 terminals located throughout the U.S.

MTI operates a fleet of trucks providing transportation of petroleum products, liquid petroleum gas, chemicals, sulfur and other products, as well as

owns 23 terminals located throughout the U.S.

Gulf Coast and Southeastern United States.

The excess of the purchase price over the carrying value of the assets of $102.4 million was recorded as an adjustment to "Partners' capital."

East Texas Mack Leases.

MTI leases equipment, including tractors and trailers, from East Texas Mack Sales ("East Texas Mack").

Certain of our directors and officers are owners of East Texas Mack, including entities affiliated with Ruben martin, who owns approximately 46% of the issued and outstanding stock of East Texas Mack.

Amounts paid to East Texas Mack for tractor and trailer lease payments and lease residuals for the fiscal years ended December 31, 2020, 2019 and 2018 were approximately $0.7, $0.9 and $2.5, respectively.

Miscellaneous

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Margin account transactions for such directors, officers and employees were conducted by such broker-dealers in the ordinary course of business.

For information regarding amounts of related party transactions that are included in the Partnership's Consolidated Statements of Operations, please see Footnote 14, "Related Party Transactions", in Part II, Item 8.

For information regarding amounts of related party transactions that are included in the Partnership's Consolidated Statements of Operations, please see Note 14, "Related Party Transactions", in Part II, Item 8.

Approval and Review of Related Party Transactions

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The following fees were paid to KPMG, LLP for services rendered during our last two fiscal years:

Audit fees $ 1,045,000 (1) $ 1,188,000 (1)

Audit related fees — —

Audit and audit related fees 1,045,000 1,188,000

Tax fees 169,912 (2) 82,000 (2)

All other fees — —

2019 and 2018 audit fees include fees for the annual integrated audit and fees related to services in connection with transactions.

Total fees $ 1,214,912 $ 1,270,000

(1) 2020 audit fees include fees for the annual financial statement audit and interim reviews of the financial statements included in our quarterly reports on Form 10-Q.

2019 audit fees include fees for the annual financial statement audit, audit of internal controls over financial reporting, and interim reviews included in our quarterly reports on Form 10-Q.

In both periods these amounts also include fees related to services in connection with transactions, regulatory filings, and consents.

(2) Tax fees are for services related to the review of our partnership K-1's returns, and research and consultations on other tax related matters.

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INDEX TO EXHIBITS

Number Exhibit Name

3.1 Certificate of Limited Partnership of Martin Midstream Partners L.P.

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000-50056), filed February 12, 2013, and incorporated herein by reference).

4.2 First Supplemental Indenture, to the Indenture dated as of February 11, 2013 dated as of July 21, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the Partnership's Form 10-Q (SEC File No.

000-50056), filed July 31, 2014, and incorporated herein by reference).

4.3 Second Supplemental Indenture, to the Indenture dated February 11, 2013 dated September 30, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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000-50056), filed October 29, 2014 and incorporated herein by reference).

Fourth Supplemental Indenture, to the Indenture dated February 11, 2013 dated January 18, 2019, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee.

4.5 Fourth Supplemental Indenture, to the Indenture dated February 11, 2013 dated January 18, 2019, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (file d as exhibit 4.6 to the Partnership's Ann ual Report on Form 10-K (S E C File No.

000-500 56), filed Feb ruary 19, 20 19 and incorporated herein by reference ).

4.6 Fifth Supplemental Indenture, to the Indenture dated February 11, 2013, dated as of August 11, 2020, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed August 12, 2020 and incorporated herein by reference).

4.7 Indenture (including form of 11.50% Senior Secured Second Lien Notes due 2025), dated as of August 12, 2020, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein, U.S.

Bank National Association as trustee, and U.S.

Bank National Association as collateral trustee (filed as Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed August 12, 2020 and incorporated herein by reference).

4.8 Indenture (including form of 10.00% Senior Secured 1.5 Lien Notes due 2024), dated as of August 12, 2020, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein, U.S.

Bank National Association as trustee, and U.S.

Bank National Association as collateral trustee (filed as Exhibit 4.3 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed August 12, 2020 and incorporated herein by reference).

4.9* Description of Securities

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000-50056), filed July 24, 2019, and incorporated herein by reference).

10.11 Tenth Amendment to Third Amended and Restated Credit Agreement, executed as of March 2, 2020, by and among Martin Operating Partnership L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party thereto, the Lenders party thereto, and Royal Bank Of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed March 6, 2020, and incorporated herein by reference).

10.12 Eleventh Amendment to Third Amended and Restated Credit Agreement, executed as of July 8, 2020, by and among Martin Operating Partnership L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party thereto, the Lenders party thereto, and Royal Bank of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 9, 2020, and incorporated herein by reference).

10.13 Backstop Agreement, dated as of July 9, 2020, among Martin Midstream Partners L.P., Martin Midstream Finance Corp., the other Credit Parties party thereto, and the backstop parties party thereto (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 9, 2020, and incorporated herein by reference).

10.14 Pledge and Security Agreement, Dated January 2, 2019

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000-50056), filed March 2, 2011, and incorporated herein by reference).

Membership Interests Purchase Agreement, dated August 10, 2014, by and among Energy Capital Partners and its affiliated funds and Redbird Gas Storage LLC (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (Sec File No.

10.20 Membership Interests Purchase Agreement, dated August 10, 2014, by and among Energy Capital Partners and its affiliated funds and Redbird Gas Storage LLC (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (S E C File No.

000-50056), filed August 12, 2014, and incorporated herein by reference).

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000-50056), filed June 13, 2019 and incorporated herein by reference.

10.49 Retention Bonus Agreement, dated as of August 28, 2020, among Martin Operating Partnership and certain Named Executive Officers, the material provisions of which were disclosed in item 5.02 on Form 8-K (SEC File No.

000-50056), filed September 3, 2020.

10.50 Restructuring Support Agreement, dated as of June 25, 2020, among Martin Midstream Partners L.P., Martin Midstream GP LLC, Martin Midstream Finance Corp., Martin Operating GP LLC, Martin Operating Partnership L.P., Martin Transport, Inc., Redbird Gas Storage LLC, Talen’s Marine & Fuel, LLC, and certain consenting noteholders of the Partnership’s 7.25% senior unsecured notes due 2021 (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed June 26, 2020, and incorporated herein by reference).

10.51 Asset Purchase and Sale Agreement, dated as of December 22, 2020, by and between Martin Operating Partnership L.P.

Stone Oil Distributor, LLC (filed as Exhibit 10.1 on the Partnership’s Current Report Form 8-K (SEC File No.

000-50056), filed December 29, 2020 and incorporated herein by reference).

10.52 Vessel Purchase and Sale Agreement, dated December 22, 2020, by and between Martin Operating Partnership L.P.

Stone Oil Distributor, LLC (filed as Exhibit 10.2 on the Partnership’s Current Report Form 8-K (SEC File No.

000-50056), filed December 29, 2020 and incorporated herein by reference).

10.53 Employment Agreement, dated October 20, 2020, between Martin Resource Management Corporation and Robert D.

Bondurant (filed as Exhibit 10.1 on the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed October 22, 2020 and incorporated herein by reference).

21.1* List of Subsidiaries.

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Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be "filed."

Interactive Data:

101 Inline Interactive Data:

the following financial information from Martin Midstream Partners L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Extensible Business Reporting Language:

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and (6) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

* Filed or furnished herewith.

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It's General Partner

February 14, 2020

March 3, 2021 By:

/s/ Robert D.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 14, 2020 .

President, Chief Executive Officer and Director of Martin Midstream GP LLC (Principal Executive Officer)

Martin Midstream Partners L.P

Martin Midstream GP LLC

It's General Partner

March 3, 2021 By:

/s/ Sharon L.

Vice President and Chief Financial Officer

Signature Title

/s/ Robert D.

Executive Vice President, Director, and Chief Financial Officer of Martin Midstream GP LLC (Principal Financial Officer, Principal Accounting Officer)

Bondurant President, Director, and Chief Executive Officer of Martin Midstream GP LLC (Principal Executive Officer)

Martin Chairman of the Board of Directors of Martin Midstream GP LLC

/s/Zachary S.

Director of Martin Midstream GP LLC

Collingsworth

Director of Martin Midstream GP LLC

Stanton Director of Martin Midstream GP LLC

Collingsworth Director of Martin Midstream GP LLC

Collingsworth

Director of Martin Midstream GP LLC

/s/Christopher M.

Reid Director of Martin Midstream GP LLC

Christopher M.

Kelley Director of Martin Midstream GP LLC

Scott Massey Director of Martin Midstream GP LLC

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures