What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-03 · 194 added, 202 removed, 736 unchanged (35% of the section changed)

13 unchanged sentences

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, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 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."

35 unchanged sentences

Our general partner intends to cause its officers to devote as much time to the management of our business and affairs as is necessary for the proper conduct of our business and affairs.

Directors and Executive Officers of Martin Midstream GP LLC

Directors and Executive Officers of Martin Midstream

The following table shows information for the directors and executive officers of our general partner.

2 unchanged sentences

70 Chairman of the Board of Directors

Bondurant (2)

63 President and Chief Executive Officer and Director

6 unchanged sentences

Kelley 74 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.

24 unchanged sentences

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.

12 unchanged sentences

Shoup was employed by Exline, Inc.

as Executive Vice President from 2005 to 2011 and was employed by Koch Industries in various capacities for 18 years.

Executive Vice President from 2005 to 2011 and was employed by Koch Industries in various capacities for 18 years.

Shoup holds a Bachelor of Science degree in civil engineering from the University of Kansas.

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Kelley served as Executive Vice President of Development, Operations and Engineering, and as President of El Paso Energy International.

Kelley is a past member and Chairman of the board of directors of the Interstate National Gas Association and previously served as one of the association's representatives on the United States Natural Gas Council of America.

Kelley is a past member and Chairman of the board of directors of the Interstate National Gas Association and previously served as one of the association's representatives on the U.S.

Natural Gas Council of America.

Kelley received a Bachelor of Science degree in civil engineering from Auburn University.

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

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

Stanton has served as a director since 2016.

Stanton is a Managing Director of Alinda Capital Partners, which he joined in 2011.

Prior to joining Alinda, he was a Director at Zolfo Cooper, LLC, a consulting firm based in New York.

Stanton has over 15 years of experience focused on the corporate development and operations of energy and transportation infrastructure businesses as well as diversified industrial companies.

Stanton received a Bachelor's degree from Wesleyan University.

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

5 unchanged sentences

From January 1, 2021 to December 31, 2021, the board of directors of our general partner held 6 meetings.

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.

All directors then in office attended each of these meetings, either in person or by teleconference.

Additionally, the board of directors undertook action one time during 2021 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.

4 unchanged sentences

The current members of the committees, the number of meetings held by each committee from January 1, 2021 to December 31, 2021, and a brief description of the functions performed by each committee are set forth below:

Conflicts Committee (1 meeting).

Conflicts Committee (2 meetings).

The members of the Conflicts Committee are:

20 unchanged sentences

All members attended the meeting of the Compensation Committee for the period noted above.

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 (1 meeting).

Nominating Committee (2 meetings).

The members of the Nominating Committee are Messrs.

16 unchanged sentences

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

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.

With the exception of our President and Chief Executive Officer, 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.

14 unchanged sentences

(3) awards pursuant to the Martin Midstream Partners L.P.

2021 Phantom Unit Plan, Martin Midstream Partners L.P.

2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans and (4) where appropriate, other compensation, including limited perquisites.

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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.

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.

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.

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.

1 unchanged sentence

The Named Executive Officers may be eligible to receive awards pursuant to the Martin Midstream Partners L.P.

Phantom Unit Plan, Martin Midstream Partners L.P.

2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans.

2 unchanged sentences

Other Compensation.

Martin Resource Management Corporation generally does not pay for perquisites for any of the Named Executive Officers, other than general recreational activities at certain Martin Resource Management Corporation’s properties and use of Martin Resource Management Corporation vehicles, including aircraft.

No perquisites are paid for services rendered to us.

7 unchanged sentences

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, 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.

Annual base salaries for the Named Executive Officers, other than our President and Chief Executive Officer, 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.

1 unchanged sentence

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.

The Compensation Committee of our board of directors is responsible for setting the compensation of our President and Chief Executive Officer.

This includes determining the base salary, bonus compensation, long-term incentive compensation and other compensation of our President and Chief Executive Officer.

The Compensation Committee's responsibility for the development of the compensation objectives and methodology applicable to the President and Chief Executive Officer are based on objectives, elements and methodologies discussed herein.

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.

4 unchanged sentences

Ruben Martin.

With respect to employee benefit plan awards pursuant to plans maintained by the Partnership, the Management Compensation Committee of Martin Resource Management Corporation makes a recommendation as to whether such awards should be awarded to any employees.

With respect to employee benefit plan awards pursuant to plans maintained by the Partnership, the Management Compensation

Committee of Martin Resource Management Corporation makes a recommendation as to whether such awards should be awarded to any employees.

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 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.

Any awards granted to the independent directors and employees of our general partner under our long-term incentive plans are described in Item 8, Note 17, "Unit Based Awards - Long-Term Incentive Plans," and are approved by the Compensation Committee.

Determination of 2021 Compensation Amounts

3 unchanged sentences

(3) awards pursuant to the Martin Midstream Partners L.P.

2017 Restricted Unit Plan and Martin Resource Management Corporation employee benefit plans;

2021 Phantom Unit Plan or Martin Midstream Partners L.P.

2017 Restricted Unit Plan and (4) other Martin Resource Management Corporation employee benefit plans;

and (5) other compensation, including limited perquisites.

5 unchanged sentences

During 2021, our Named Executive Officers were Mr.

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

Robert Bondurant, an Executive Vice President and Chief Financial Officer of our general partner, Mr.

Bondurant, the President and Chief Executive Officer of our general partner, Ms.

Taylor, a Vice President and Chief Financial Officer of our general partner, Mr.

Randall Tauscher, an Executive Vice President and Chief Operating Officer of our general partner, Mr.

1 unchanged sentence

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.

1 unchanged sentence

Martin Midstream Partners L.P.

Long-Term Incentive Plan

Long-Term Incentive Plans

Phantom Unit Plan

On July 21, 2021, the board of directors of the general partner of the Partnership and the Compensation Committee approved the Martin Midstream Partners L.P.

2021 Phantom Unit Plan (the “Plan”), effective as of the same date.

The Plan permits the awards of phantom units and phantom unit appreciation rights (collectively, "phantom unit awards") to any employee or non-employee director of the Partnership, including its executive officers.

The awards may be time-based or performance-based and will be paid, if at all, in cash.

The award of a phantom unit entitles the participant to a cash payment equal to the value of the phantom unit on the vesting date or dates, which value is the fair market value of a common unit of the Partnership on such vesting date or dates.

The award of a phantom unit appreciation right entitles the recipient to a cash payment equal to the difference between the value of a phantom unit on the vesting date or dates in excess of the value assigned by the Compensation Committee to the phantom unit as of the grant date.

Phantom units and phantom unit appreciation rights granted to participants do not confer upon participants any right to a common unit.

On July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date.

date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a common unit during the 20 trading days immediately preceding the grant date of the award.

Generally, vesting of an award is subject to a participant remaining continuously employed with the Partnership through the vesting date.

However, if prior to the vesting date:

(i) a participant is terminated without cause (as defined in the award agreement) or terminates employment after the participant has attained both the age of 65 and ten years of employment (“retirement-eligible”), a prorated portion of the award will vest and be paid in cash no later than the 30 th day following such termination date (subject to a six-month delay in payment for certain retirement-eligible participants);

or (ii) there is a change in control of the Partnership (as defined in the Plan), the award will vest in full and be paid in cash no later than the 30 th day following the date of the change of control;

provided, that the participant has been in continuous employment through the termination or change in control date, as applicable.

Restricted Unit Plan

On May 26, 2017, the unitholders of the Partnership approved the Martin Midstream Partners L.P.

11 unchanged sentences

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

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").

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

The Compensation Committee may also award a percentage of restricted units with vesting requirements based upon the achievement of specified pre-established performance targets ("PBRUs").

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.

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

PBRU's which vest are payable in common units.

PBRUs are earned only upon our achievement of an objective performance measure for the performance period.

PBRUs which vest are payable in common units.

The Compensation Committee believes this type of incentive award strengthens the tie between each grantee's pay and our financial performance.

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Martin Resource Management Corporation Employee Stock Ownership Plans.

MRMC Employee Stock Ownership Plan ("ESOP").

MRMC ESOP Trust ("ESOP").

Martin Resource Management Corporation maintains an employee stock ownership plan that covers employees who satisfy certain minimum age and service requirements.

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Participants are not permitted to make contributions including rollover contributions to the ESOP.

Martin Employee Stock Ownership Plan (the "Plan").

Martin Employee's Stock Profit Sharing Trust (the "SPS Plan").

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.

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

No contributions will be made to the Plan for any Plan year commencing on or after January 1, 2013.

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

Under the terms of the SPS 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 SPS Plan and invested primarily in the common stock of Martin Resource Management Corporation.

No contributions will be made to the SPS Plan for any plan year commencing on or after January 1, 2013.

The account balances of any participant who was employed by Martin Resource Management Corporation on December 31, 2012 are fully vested and non-forfeitable.

The Plan converted to an employee stock ownership plan on January 1, 2013.

The SPS Plan converted to an employee stock ownership plan on January 1, 2013.

Martin Resource Management Corporation 401(k) Profit Sharing Plan.

7 unchanged sentences

Under the plan, Martin Resource Management Corporation is authorized to issue to qualifying parties from time to time options to purchase up to 2,000 shares of its common stock with terms not to exceed ten years from the date of grant and at exercise prices generally not less than fair market value on the date of grant.

In November 2007, Martin Resource Management Corporation adopted an additional stock option plan designed to retain and attract qualified management personnel, directors and consultants.

In November 2007, Martin Resource Management Corporation adopted an additional stock option plan designed to retain and attract qualified management

personnel, directors and consultants.

In December 2013, all outstanding options were exercised or redeemed in lieu of redemption.

There are no outstanding options under this plan as of December 31, 2021.

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

2 unchanged sentences

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, 2021, 2020 and 2019.

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

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

Name and Principal Position Year Salary Retention Awards Discretionary Annual Awards Phantom Unit Awards (Grant Date Value) (a) Total Compensation

Bondurant, President and Chief Executive Officer 2021 $ 575,000 $ — $ 700,000 $ 139,600 $ 1,414,600

2020 $ 312,000 $ 100,000 $ — $ — $ 412,000

2019 $ 312,000 $ — $ — $ — $ 312,000

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

Tauscher, Executive Vice President and Chief Operating Officer 2021 $ 336,000 $ — $ — $ 136,600 $ 472,600

2020 $ 336,000 $ 100,000 $ — $ — $ 436,000

2019 $ 336,000 $ — $ — $ — $ 336,000

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

Taylor, Vice President and Chief Financial Officer (b) 2021 $ 165,000 $ — $ — $ 131,200 $ 296,200

2020 $ — $ — $ — $ — $ —

6 unchanged sentences

2019 $ 372,000 $ — $ — $ — $ 372,000

(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.

See Note 18 included in Item 8 herein for the assumptions made in our valuation of such awards.

(a) On July 21, 2021, the Compensation Committee approved forms of time-based award agreements for phantom units and phantom unit appreciation rights, both of which awards vest in full on the third anniversary of the grant date, or July 21, 2024.

The grant date value of a phantom unit under a phantom unit appreciation right award is equal to the average of the closing price for a common unit during the 20 trading days immediately preceding the grant date of the award.

(b) Only the 2021 period is reflected in this table as Sharon L.

Taylor became Vice President and Chief Financial Officer and a Named Executive Officer effective January 1, 2021.

GRANTS OF PLAN-BASED AWARDS

Name and Award Type Grant Date All Other Stock Awards:

Number of Shares of Stock or Units (#) (a) All Other Option Awards:

Number of Securities Under-lying Options (#)(b)

Exercise or Base Price of Option Awards ($/Unit) Grant Date Fair Value of Stock and Option Awards ($) (c)

Phantom Units 07/21/2021 40,000.00 — $ 121,600

Phantom Unit Appreciation Rights 07/21/2021 150,000 $ 2.92 $ 18,000

Phantom Units 07/21/2021 40,000.00 — $ 121,600

Phantom Unit Appreciation Rights 07/21/2021 125,000 $ 2.92 $ 15,000

Phantom Units 07/21/2021 40,000.00 — $ 121,600

Phantom Unit Appreciation Rights 07/21/2021 80,000 $ 2.92 $ 9,600

Phantom Units 07/21/2021 40,000.00 — $ 121,600

Phantom Unit Appreciation Rights 07/21/2021 100,000 $ 2.92 $ 12,000

Phantom Units 07/21/2021 20,000.00 — $ 60,800

Phantom Unit Appreciation Rights 07/21/2021 40,000 $ 2.92 $ 4,800

(a) This column includes the number of time-based phantom units granted to our named executive officers in 2021.

These awards vest in full on July 21, 2024.

(b) This column includes the number of time-based phantom unit appreciation rights granted to our named executive officers in 2021.

These awards vest in full on July 21, 2024.

(c) Amounts in this column reflect the grant date fair value of time-based phantom units and phantom unit appreciation rights granted to our named executive officers in 2021 and are determined in accordance with FASB ASC Topic 718.

The grant date fair value of the phantom units is $3.04 and the grant date fair value of the phantom unit appreciation rights is $0.12.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021

Option Awards Unit Awards

Name and Award Type Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options Unexercisable (a)

Option Exercise Price ($)

Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)(a)

Market Value of Shares or Units of Stock That Have Not Vested ($)(b)

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 150,000 $ 2.92 N/A

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 125,000 $ 2.92 N/A

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 80,000 $ 2.92 N/A

Phantom Units — — — 40,000 $ 106,400

Phantom Unit Appreciation Rights — 100,000 $ 2.92 N/A

Phantom Units — — — 20,000 $ 53,200

Phantom Unit Appreciation Rights — 40,000 $ 2.92 N/A

(a) Vests in full on July 21, 2024.

(b) The market value of unvested phantom units is calculated by multiplying the number of unvested phantom units held by the NEOs by the closing price of our common stock on December 31, 2021, which was $2.66.

Because our closing stock price on December 31, 2021 was less than the strike price of the phantom unit appreciation rights, a $0 market value was included for the unvested phantom unit appreciation rights.

EQUITY VESTED TABLE FOR THE YEAR ENDED DECEMBER 31, 2021

Restricted Unit Plan

Unit Awards (a)

Name Number of Common Units Acquired on Vesting Value Realized on Vesting

Bondurant 8,883 $ 21,408

Tauscher 8,883 $ 21,408

Taylor (b) — $ —

Booth 6,667 $ 16,067

Shoup 2,667 $ 6,427

(a) As of December 31, 2021 , there were no outstanding awards under the 2017 LTIP for the Named Executive Officers.

(b) The 2021 vesting amounts of the awards granted under the 2017 LTIP are not included for Sharon L.

Taylor because the grant of the restricted units under the 2017 LTIP occurred prior to Ms.

Taylor becoming Vice President and Chief Financial Officer and a Named Executive Officer effective January 1, 2021.

Director Compensation

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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.

Scott Massey (b) $ 100,000 $ 34,859 $ 134,859

Kelley (b) $ 100,000 $ 34,859 $ 134,859

Collingsworth (b) $ 100,000 $ 34,859 $ 134,859

(a) 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 TBRUs and PBRUs which have not been met as it relates to the 2018 stock award.

See Note 17 included in Item 8 herein for the assumptions made in our valuation of such awards.

(b) On February 22, 2021, the Partnership issued 14,056 restricted common units to each of three independent directors, C.

Scott Massey, Byron R.

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In calculating the fair value of the award, we multiplied the closing price of our common units on the NASDAQ on the date of grant by the number of restricted common units granted to each director.

(2) 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.

See Note 18 included in Item 8 herein for the assumptions made in our valuation of such awards.

COMPENSATION REPORT OF THE COMPENSATION COMMITTEE

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The following table sets forth the beneficial ownership of our units as of March 1, 2022 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

Name of Beneficial Owner 1

Owned Percentage of

MRMC ESOP Trust 4

6,114,532 15.7%

Martin Resource Management Corporation 5

6,114,532 15.7%

Martin Resource LLC 5

4,203,823 10.8%

Martin Product Sales LLC 5

1,021,265 2.6%

Cross Oil Refining & Marketing Inc.

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8,899,907 22.9%

Martin (6) 6,575,896 16.9%

Bondurant 124,242 —%

Tauscher 74,520 —%

Booth (7) 48,218 —%

Taylor (8) 10,064 —%

Shoup 25,784 —%

Christopher M.

Scott Massey 9

2 unchanged sentences

All directors and executive officers as a group (9 persons) 11

9,442,063 24.3%

1 The address for Martin Resource Management Corporation and all of the individuals listed in this table, unless otherwise indicated, is c/o Martin Midstream Partners L.P., 4200 Stone Road, Kilgore, Texas, 75662.

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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.

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

have been pledged as security to a third party to secure payment for a loan made by such third party.

(6) Includes 461,364 common units owned directly by Mr.

Martin, 406,447 of which are pledged to third parties to secure payment for loans.

(i) 94,842 common units held of record directly by Mr.

Martin and (ii) 2,615,793 Common Units held of record by Senterfitt Holdings Inc., for which Mr.

Martin is the sole shareholder and sole director and has sole voting and investment power.

By virtue of serving as the Chairman of the Board and President of Martin Resource Management Corporation, Ruben S.

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Martin may be deemed to be the beneficial owner thereof.

Martin Resource Management Corporation owns a 51% voting interest in the holding company that is the sole member of our general partner and, together with our general partner, owns approximately 15.7% of our outstanding common limited partner units as of December 31, 2020.

Martin Resource Management Corporation indirectly owns 100% of the membership interests in the holding company that is the sole member of our general partner and, together with our general partner, owns approximately 15.8% of our outstanding common limited partner units as of December 31, 2021.

The table below sets forth information as of December 31, 2021 concerning (i) each person owning beneficially in excess of 5% of the voting common stock of Martin Resource Management Corporation, and (ii) the beneficial common stock ownership of (a) each director of Martin Resource Management Corporation, (b) each executive officer of Martin Resource Management Corporation, and (c) all such executive officers and directors of Martin Resource Management Corporation as a group.

2 unchanged sentences

Voting Common Stock

Name of Beneficial Owner(1) Number of

Name of Beneficial Owner 1

Shares Percent of

1 unchanged sentence

MRMC ESOP Trust 2

138,884.49 89.67 %

Martin ESOP Trust 3

Bondurant (3) 21,382.92 11.61 %

16,003.01 10.33 %

Randall Tauscher 3

16,003.01 10.33 %

1 The business address of each shareholder, director and executive officer of Martin Resource Management Corporation is c/o Martin Resource Management Corporation, 4200 Stone Road, Kilgore, Texas 75662.

2 unchanged sentences

Of the common stock held by the MRMC ESOP, 131,008.37 shares of common stock are allocated to participant accounts, and 23,879.13 shares of common stock are unallocated.

(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.

1 unchanged sentence

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.

thus, the number of shares of common stock reported herein as beneficially owned by the Martin ESOP Co-Trustees includes the 16,003 shares owned by such trust.

The Martin ESOP Co-Trustees disclaim beneficial ownership of these 16,003 shares.

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

Long-Term Incentive Plan.

For a description of the material features of this plan, please see "Item 11.

2021 Phantom Unit Plan and the Martin Midstream Partners L.P.

2017 Restricted Unit Plan.

For a description of the material features of these plans, please see "Item 11.

Executive Compensation – Employee Benefit Plans – Martin Midstream Partners L.P.

Long-Term Incentive Plan".

Long-Term Incentive Plans".

Certain Relationships and Related Transactions, and Director Independence

Martin Resource Management Corporation owns 6,114,532 of our common limited partnership units representing approximately 15.8% of our outstanding common limited partnership units as of March 1, 2022.

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.

Our general partner owns a 2% general partner interest in us and all of our incentive distribution rights.

Martin Resource Management Corporation indirectly holds 100% of the membership interests in Martin Midstream GP LLC, our general partner, by virtue of its 100% ownership interest in MMGP Holdings, LLC, the sole member of our general partner.

Our general partner owns a 2% general partner interest in us.

Our general partner’s ability to manage and operate us and Martin Resource Management Corporation’s ownership of approximately 15.8% of our outstanding common limited partnership units effectively gives Martin Resource Management Corporation the ability to veto some of our actions and to control our management.

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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.

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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 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

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The agreement will continue unless either party terminates the agreement by giving at least 30 days' written notice to the other party.

These rates are subject to any adjustments which are mutually agreed upon or in accordance with a price index.

The rates under the agreement are subject to any adjustments which are mutually agreed upon or in accordance with a price index.

Additionally, shipping charges are also subject to fuel surcharges determined on a weekly basis in accordance with the U.S.

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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, April 1, 2019, and January 1, 2020 to modify its minimum throughput requirements and throughput fees.

This agreement was further amended on 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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The fees we charge Martin Resource Management Corporation are based on applicable market rates.

We are a party to an agreement with Martin Resource Management Corporation dated November 1, 2002 under which Martin Resource Management Corporation provides us with marine fuel from its locations in the Gulf of Mexico at a fixed rate in excess of a price index.

We are a party to an agreement with Martin Resource Management Corporation dated November 1, 2002 as amended, under which Martin Resource Management Corporation provides us with marine fuel from its locations in the Gulf of Mexico at a fixed rate in excess of the Platt’s U.S.

Gulf Coast Index for #2 Fuel Oil.

Under this agreement, we agreed to purchase all of its marine fuel requirements that occur in the areas serviced by Martin Resource Management Corporation.

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Cross Tolling Agreement.

We are a party to an amended and restated tolling agreement with Cross dated October 28, 2014 under which we process crude oil into finished products, including naphthenic lubricants, distillates, asphalt and other intermediate cuts for Cross.

The Partnership is a party to an amended and restated tolling agreement with Cross Oil Refining and Marketing, Inc.

("Cross") dated October 20, 2021, under which the Partnership processes crude oil into finished products, including naphthenic lubricants, distillates, asphalt and other intermediate cuts for Cross.

The tolling agreement expires November 25, 2031.

Under this tolling agreement, Martin Resource Management Corporation agreed to refine a minimum of 6,500 barrels per day of crude oil at the refinery at a fixed price per barrel.

Any additional barrels are refined at a modified price per barrel.

In addition, Martin Resource Management Corporation agreed to pay a monthly reservation fee and a periodic fuel surcharge fee based on certain parameters specified in the tolling agreement.

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.

Under this tolling agreement, Cross agreed to process a minimum of 6,500 barrels per day of crude oil at the facility at a fixed price per barrel.

Any additional barrels are processed at a modified price per barrel.

In addition, Cross agreed to pay a monthly reservation fee and a periodic fuel surcharge fee based on certain parameters specified in the tolling agreement.

Further, certain capital improvements, to the extent requested by Cross, are reimbursed through a capital recovery fee.

All of these fees (other than the fuel surcharge ) are subject to escalation annually based upon two-thirds of any increase in the Consumer Price Index for a specified annual period.

In no event shall the fees charged under the agreement ever decrease below the amounts which existed as of October 20, 2021.

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 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."

MTI operates a fleet of trucks providing transportation of petroleum products, liquid petroleum gas, chemicals, sulfur and other products, as well as owns 24 terminals located throughout the U.S.

Gulf Coast and Southeastern U.S..

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." The stock purchase agreement also includes a $10.0 million earn-out based on certain performance thresholds.

The performance threshold related to financial results for the years ended December 31, 2020 and 2019 was not achieved, which resulted in a reduction in the potential earn-out by $6.7 million.

For the year ended December 31, 2021, the performance threshold related to financial results was exceeded, resulting in an earn-out payment of $1.3 million, which, pursuant to the terms of the stock purchase agreement, will be paid in the second quarter of 2022.

The earn-out payment was recorded as additional excess purchase price over the historical carrying value of the assets, resulting in an adjustment to "Partners' capital (deficit)" of $1.3 million.

East Texas Mack Leases.

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

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

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.

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Total fees $ 1,174,000 $ 1,264,912

(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.

(1) 2021 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.

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.

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

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333-91706), filed July 1, 2002, and incorporated herein by reference).

3.2 Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 25, 2009 (filed as Exhibit 10.1 to the Partnership's Amendment to Current Report on Form 8-K/A (SEC File No.

000-50056), filed January 19, 2010, and incorporated herein by reference).

3.3 Amendment No.

2 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated January 31, 2011 (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed February 1, 2011, and incorporated herein by reference).

3.4 Amendment No.

3 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated October 2, 2012 (filed as Exhibit 10.5 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed October 9, 2012, and incorporated herein by reference).

3.2 Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 23, 2021 (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed November 29, 2021, and incorporated herein by reference).

3.3 Certificate of Limited Partnership of Martin Operating Partnership L.P.

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333-91706), filed July 1, 2002, and incorporated herein by reference).

3.8 Amended and Restated Limited Liability Company Agreement of the General Partner, dated August 30, 2013 (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K (Reg.

000-50056), filed September 3, 2013, and incorporated herein by reference).

3.6 Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated November 23, 2021 (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K (Reg.

000-50056), filed November 29, 2021, and incorporated herein by reference).

3.7 Certificate of Formation of Martin Operating GP LLC (the "Operating General Partner"), dated June 21, 2002 (filed as Exhibit 3.7 to the Partnership's Registration Statement on Form S-1 (Reg.

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333-91706), filed July 1, 2002, and incorporated herein by reference).

3.11 Certificate of Formation of Arcadia Gas Storage, LLC, dated June 26, 2006 (filed as Exhibit 3.11 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.12 Company Agreement of Arcadia Gas Storage, LLC, dated December 27, 2006 (filed as Exhibit 3.12 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.13 Amendment to the Company Agreement of Arcadia Gas Storage, LLC, dated September 5, 2014 (filed as Exhibit 3.13 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.14 Certificate of Formation of Cadeville Gas Storage LLC, dated May 23, 2008 (filed as Exhibit 3.14 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.15 Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated May 23, 2008 (filed as Exhibit 3.15 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.16 First Amendment to the Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated April 16, 2012 (filed as Exhibit 3.16 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.17 Second Amendment to the Limited Liability Company Agreement of Cadeville Gas Storage LLC, dated September 5, 2014 (filed as Exhibit 3.17 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.18 Certificate of Formation of Monroe Gas Storage Company, LLC, dated June 14, 2006 (filed as Exhibit 3.18 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.19 Amended and Restated Limited Liability Company Agreement of Monroe Gas Storage Company, LLC, dated May 31, 2011 (filed as Exhibit 3.19 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.20 First Amendment to the Amended and Restated Limited Liability Company Agreement of Monroe Gas Storage Company, LLC, dated September 5, 2014 (filed as Exhibit 3.20 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.21 Certificate of Formation of Perryville Gas Storage LLC, dated May 23, 2008.(filed as Exhibit 3.21 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.22 Limited Liability Company Agreement of Perryville Gas Storage LLC, dated June 16, 2008 (filed as Exhibit 3.22 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.23 First Amendment to the Limited Liability Company Agreement of Perryville Gas Storage LLC, dated April 14, 2010 (filed as Exhibit 3.23 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.24 Second Amendment to the Limited Liability Company Agreement of Perryville Gas Storage LLC, dated September 5, 2014 (filed as Exhibit 3.24 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.25 Certificate of Formation of Cardinal Gas Storage Partners LLC, dated April 2, 2008 (filed as Exhibit 3.25 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.26 Third Amended and Restated Limited Liability Company Agreement of Cardinal Gas Storage Partners LLC (F/K/A Redbird Gas Storage LLC) dated October 27, 2014 (filed as Exhibit 3.26 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

3.9 Certificate of Formation of Redbird Gas Storage LLC, dated May 24, 2011 (filed as Exhibit 3.27 to the Partnership's Annual Report on Form 10-K (SEC File No.

000-50056), filed March 2, 2015, and incorporation herein by reference).

3.28 Second Amended and Restated LLC Agreement of Redbird Gas Storage LLC, dated as of October 2, 2012.

(filed as Exhibit 10.6 to the Partnership's Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed November 5, 2012, and incorporated herein by reference).

000-50056), filed March 2, 2015, and incorporated herein by reference).

3.10 Certificate of Merger of Cardinal Gas Storage Partners LLC with and into Redbird Gas Storage LLC, dated October 27, 2014 (filed as Exhibit 3.27 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

4.1 Indenture (including form of 7.250% Senior Notes due 2021), dated February 11, 2013, 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 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.

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

4.4 Third Supplemental Indenture, to the Indenture dated February 11, 2013 dated October 27, 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 4.5 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

3.11 Third Amended and Restated Limited Liability Company Agreement of Redbird Gas Storage LLC (F/K/A Cardinal Gas Storage Partners LLC) dated October 27, 2014 (filed as Exhibit 3.26 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

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

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).

4.1 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.

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

10.13 Twelfth Amendment to Third Amended and Restated Credit Agreement, dated as of July 16, 2021, 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 22, 2021, and incorporated herein by reference).

10.14 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

10.15 Supplement to Pledge Agreement, Dated January 2, 2019

10.15 Omnibus Agreement, dated November 1, 2002, by and among Martin Resource Management Corporation, the General Partner, the Partnership and the Operating Partnership (filed as Exhibit 10.3 to the Partnership’s Current Report on Form 8-K (SEC File No.

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000-50056), filed October 9, 2012, and incorporated herein by reference).

10.19 Motor Carrier Agreement, dated January 1, 2006, by and between the Operating Partnership and Martin Transport, Inc.

10.18 Motor Carrier Agreement, dated January 1, 2006, as amended, by and between the Operating Partnership and Martin Transport, Inc.

(filed as Exhibit 10.9 to the Partnership’s Annual Report on Form 10-K (SEC File No.

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

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).

10.19 2014 Amended and Restated Tolling Agreement, dated October 28, 2014, by and between the Operating Partnership and Cross Oil Refining & Marketing, Inc.

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

10.22 Marine Transportation Agreement, dated January 1, 2006, by and between the Operating Partnership and Midstream Fuel Service, L.L.C.

10.20* 2021 Amended and Restated Tolling Agreement, dated October 20, 2021, by and between the Operating Partnership and Cross Oil Refining & Marketing, Inc.

10.21 Marine Transportation Agreement, dated January 1, 2006, as amended, by and between the Operating Partnership and Midstream Fuel Service, L.L.C.

(filed as Exhibit 10.10 to the Partnership’s Annual Report on Form 10-K (SEC File No.

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

10.23 Product Storage Agreement, dated November 1, 2002, by and between Martin Underground Storage, Inc.

and the Operating Partnership (filed as Exhibit 10.8 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed November 19, 2002, and incorporated herein by reference).

10.24 Marine Fuel Agreement, dated November 1, 2002, by and between Martin Fuel Service LLC and the Operating Partnership (filed as Exhibit 10.9 to the Partnership’s Current Report on Form 8-K (SEC No.

10.22 Marine Fuel Agreement, dated November 1, 2002, by and between Midstream Fuel Service LLC and the Operating Partnership (filed as Exhibit 10.9 to the Partnership’s Current Report on Form 8-K (SEC No.

000-50056), filed November 19, 2002, and incorporated herein by reference).

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000-50056), filed October 28, 2004, and incorporated herein by reference).

10.29 Lubricants and Drilling Fluids Terminal Services Agreement by and between the Operating Partnership and MFSLLC, dated December 23, 2003 (filed as Exhibit 10.4 to the Partnership’s Amendment No.

10.29 Lubricants and Drilling Fluids Terminal Services Agreement by and between the Operating Partnership and MFS LLC, dated December 23, 2003, as amended, (filed as Exhibit 10.4 to the Partnership’s Amendment No.

1 to Current Report on Form 8-K/A (SEC No.

000-50056), filed January 23, 2004, and incorporated herein by reference).

10.30(1) Second Amended and Restated Sales Agency Agreement, dated August 5, 2013, by and between the Operating Partnership and Martin Product Sales LLC (filed as Exhibit 10.2 to the Partnership's Quarterly Report on Form 10-Q (SEC No.

000-50056) filed November 4, 2013).

10.31(1) Third Amended and Restated Sales Agency Agreement, dated August 2, 2017, by and between the Operating Partnership and Martin Product Sales LLC (filed as Exhibit 10.20 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056) filed October 25, 2017, and incorporated herein by reference).

Amended and Restated Martin Resource Management Corporation Purchase Plan for Units of the Partnership, effective April 1, 2015 (filed as Exhibit 10.1 to the Partnership's registration statement on Form S-8 (SEC File No.

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000-50056), filed December 1, 2009, and incorporated herein by reference).

10.35 Supply Agreement dated, as of October 2, 2012, by and between the Partnership and Cross Oil & Refining Marketing Inc.

(filed as Exhibit 10.7 to the Partnership's Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed November 5, 2012, and incorporated herein by reference).

10.36 Noncompetition Agreement dated, as of October 2, 2012, by and among the Partnership, Cross Oil Refining & Marketing, Inc., and Martin Resource Management Corporation (filed as Exhibit 10.8 to the Partnership's Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed November 5, 2012, and incorporated herein by reference).

10.37 Purchase Price Reimbursement Agreement, dated October 2, 2012, by Martin Resource Management Corporation to and for the benefit of the Operating Partnership (filed as Exhibit 10.2 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed October 9, 2012, and incorporated herein by reference).

10.38 Lubricants Terminalling Services Agreement, dated January 1, 2015, by and between the Operating Partnership and Martin Energy Services LLC (filed as Exhibit 10.26 to the Partnership's Annual Report on Form 10-K (SEC File No.

10.33 Terminalling Services Agreement (Lubricants), dated January 1, 2015, as amended, by and between the Operating Partnership and Martin Energy Services LLC (filed as Exhibit 10.26 to the Partnership's Annual Report on Form 10-K (SEC File No.

000-50056), filed March 2, 2015, and incorporated herein by reference).

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

10.49† Martin Midstream Partners L.P.

2021 Phantom Unit Plan, effective as of July 21, 2021 (filed as Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed July 26, 2021, and incorporated herein by reference).

10.50† Form of Phantom Unit Award Agreement for the Martin Midstream Partners L.P.

2021 Phantom Unit Plan (filed as Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed July 26, 2021, and incorporated herein by reference).

10.51† Form of Phantom Unit Appreciation Right Award Agreement for the Martin Midstream Partners L.P.

2021 Phantom Unit Plan (filed as Exhibit 10.3 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No.

000-50056), filed July 26, 2021, and incorporated herein by reference).

21.1* List of Subsidiaries.

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(2) the Consolidated Statements of Income;

(3) Consolidated Statements of Comprehensive Income;

(4) the Consolidated Statements of Cash Flows;

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

/s/Zachary S.

Stanton Director of Martin Midstream GP LLC

Collingsworth Director of Martin Midstream GP LLC

Collingsworth

/s/Christopher M.

Reid Director of Martin Midstream GP LLC

Christopher M.

Kelley Director of Martin Midstream GP LLC

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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