What changed in this filing

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Item 9A. Controls and Procedures

2021-03-15 compared with 2020-02-27 · 208 added, 296 removed, 607 unchanged (45% of the section changed)

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Natural Resource Partners L.P.

as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income (loss), partners’ capital and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 27, 2020 expressed an unqualified opinion thereon.

as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income (loss), partners’ capital and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated March 15, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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Houston, Texas

February 27, 2020

March 15, 2021

OTHER INFORMATION

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Robertson has delegated the right to appoint one director to Blackstone.

Position with the General Partner

Name Age Position with the General Partner

Robertson, Jr.

73 Chairman of the Board and Chief Executive Officer

President and Chief Operating Officer

Nunez 59 President and Chief Operating Officer

Christopher J.

Chief Financial Officer and Treasurer

Executive Vice President, Coal

Vice President, General Counsel and Secretary

Vice President, Chief Engineer

Robertson, III

Zolas 46 Chief Financial Officer and Treasurer

Craig 52 Executive Vice President

Wilson 46 Vice President, General Counsel and Secretary

Wooten 65 Senior Vice President, Chief Engineer

Claro 61 Director

Greene 62 Director

Reed Morian 75 Director

Navarre 60 Director

Robertson, III 50 Director

Smith 60 Director

Vecellio, Jr.

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He has served as the Chief Executive Officer and Chairman of the Board of the general partner of Great Northern Properties Limited Partnership since 1992 and Quintana Minerals Corporation since 1978, as Chairman of the Board of Directors of New Gauley Coal Corporation since 1986, and the general partner of Western Pocahontas Properties Limited Partnership since 1986.

In addition, Mr.

Robertson served as Chief Executive Officer of the general partner of Western Pocahontas Properties Limited Partnership from 1986 until 2008 and currently serves on the Board of Managers of Premium Resources, LLC.

Robertson is also Chief Executive Officer and a member of the Board of Managers of Pocahontas Royalties LLC.

He also serves as a Principal with Quintana Capital Group, Chairman of the Board of the Cullen Trust for Higher Education and on the boards of the American Petroleum Institute, the National Petroleum Council, the Baylor College of Medicine and the Spirit Golf Association.

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Zolas worked in public accounting with KPMG LLP from 2002 to 2007.

Craig has served as Executive Vice President, Coal of GP Natural Resource Partners since September 2014.

Craig was named Executive Vice President of GP Natural Resource Partners LLC in February 2021, after serving as Executive Vice President, Coal of GP Natural Resource Partners since September 2014.

Craig was the Vice President of Business Development for GP Natural Resource Partners LLC since 2005.

Craig also represents NRP as one of its appointees to the Board of Managers of Ciner Wyoming LLC.

Craig joined NRP in 2005 from CSX Transportation, where he served as Terminal Manager for the West Virginia Coalfields.

Craig joined NRP in 2005 from CSX Transportation.

He has extensive marketing, finance and operations experience within the energy industry.

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Craig has served as the Chairman of the Huntington Regional Chamber of Commerce Board of Directors and continues as a member of both the West Virginia Chamber of Commerce and the Huntington Regional Chamber of Commerce’s respective board of directors.

He is involved in numerous state coal associations and serves as a member of the Board of Directors of BrickStreet Mutual Insurance Company.

He serves as a member of the Board of Directors of Encova Mutual Insurance Company and the West Virginia University Board of Governors.

Wilson has served as Vice President, General Counsel and Secretary of GP Natural Resource Partners LLC since December 2013.

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Wilson served as General Counsel of Antero Resources Corporation from March 2010 to June 2011.

Wooten has served as Vice President, Chief Engineer of GP Natural Resource Partners LLC since December 2013.

Wooten was named Senior Vice President, Chief Engineer of GP Natural Resource Partners LLC in February 2021, after serving as Vice President, Chief Engineer of GP Natural Resource Partners LLC since December 2013.

Wooten joined NRP in 2007, serving as Regional Manager.

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Claro started his career at Honda-Motogear as a Quality Control Manager where he worked for three years in both Brazil and Japan.

Gordy joined the Board of Directors of GP Natural Resource Partners in October 2013.

Gordy brings extensive oil and gas industry, mineral interest and land ownership and financial experience to the Board.

Gordy is currently managing partner and majority owner in SG Interests, a producer of oil and coal bed methane gas, RGGS, which controls mineral acres currently producing oil and gas, coal, iron ore, limestone, and copper, and Rock Creek Ranch.

He is also President of Gordy Oil Company, an oil and gas exploration company in the Gulf Coast of Texas and Louisiana, and Gordy Gas Corporation, an oil and gas exploration company in the San Juan Basin of Colorado and New Mexico.

Prior to forming SG Interests in 1989, Mr.

Gordy was a founding partner of Northwind Exploration Company an exploration company created in 1981 with former Houston Oil and Minerals employees.

Gordy served on the board of directors of Houston Exploration Company from 1987 until 2001.

Greene joined the Board of Directors of GP Natural Resource Partners LLC in March 2019.

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Morian has served as a member of the Board of Directors of the general partner of Western Pocahontas Properties Limited Partnership since 1986, New Gauley Coal Corporation since 1992 and the general partner of Great Northern Properties Limited Partnership since 1992.

Morian also serves on the Board of Managers of Premium Resources, LLC since 2006.

Morian also serves on the Board of Managers of Pocahontas Royalties, LLC.

Morian worked for Dixie Chemical Company from 1971 to 2006 and served as its Chairman and Chief Executive Officer from 1981 to 2006.

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from March 2005 until April 2009.

He is currently serving on the Board of Directors of Gulf Capital Bank in Houston.

joined the Board of Directors of GP Natural Resource Partners LLC in March 2018.

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Navarre brings extensive financial, strategic planning, public company and coal industry experience to the Board of Directors.

Navarre is Chairman, President and CEO of Covia Corporation.

Navarre is CEO and President of Covia Holdings, a leading provider of high quality minerals and material solutions for the industrial and energy markets.

From 1993 until 2012, Mr.

Navarre held several executive positions with Peabody Energy Corporation, including President-Americas from March 2012 to June 2012, President and Chief Commercial Officer from January 2008 to March 2012, Executive Vice President of Corporate Development and Chief Financial Officer from July 2006 to January 2008 and Chief Financial Officer from October 1999 to June 2008.

Navarre serves on the Board of Directors of Civeo Corporation, where he serves as Chairman, Covia Corporation, where he serves as Chairman, and Arch Coal, where he serves as Chairman of the Compensation Committee and member of the Nominating and Governance Committee.

He is a member of the Hall of Fame of the College of Business and a member of the Board of Advisors of the College of Business and Administration of Southern Illinois University Carbondale.

Navarre held several executive positions with Peabody Energy Corporation, including President-Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer.

Navarre serves on the Board of Directors of Civeo Corporation, where he serves as Chairman, Covia Holdings (where he served as Chairman from 2018 through 2020), and Arch Resources, where he serves as Chairman of the Compensation Committee and member of the Nominating and Governance Committee.

He is a member of the Hall of Fame of the College of Business and a member of the Board of Advisors of the College of Business and Analytics of Southern Illinois University Carbondale.

He is the former Chairman of the Bituminous Coal Operators’ Association.

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Board Meetings and Executive Sessions

The Board met eight times in 2019 .

The Board met seven times in 2020.

During 2020, our non-management directors met in executive session several times.

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Vecellio, the Chairman of our Compensation, Nominating and Governance Committee, or CNG Committee.

In addition, our independent directors met one time in executive session in December 2019 .

Vecellio was the presiding director at that meeting.

In addition, our independent directors met several times in executive session in 2020.

Vecellio was the presiding director at those meetings.

Interested parties may communicate with our non-management directors by writing a letter to the Chairman of the CNG Committee, NRP Board of Directors, 1201 Louisiana Street, Suite 3400, Houston, Texas 77002.

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The Board of Directors has affirmatively determined that Messrs.

Claro, Gordy, Navarre, Smith and Vecellio are independent based on all facts and circumstances considered by the Board, including the standards set forth in Section 303A.02(a) of the NYSE’s listing standards.

Claro, Navarre, Smith, and Vecellio are independent based on all facts and circumstances considered by the Board, including the standards set forth in Section 303A.02(a) of the NYSE’s listing standards.

Because we are a limited partnership as defined in Section 303A of the NYSE’s listing standards, we are not required to have a majority of independent directors on the Board.

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Navarre are "Audit Committee Financial Experts" as determined pursuant to Item 407 of Regulation S-K.

During 2019 , the Audit Committee met seven times.

During 2020, the Audit Committee met six times.

Report of the Audit Committee

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Compensation, Nominating and Governance Committee

Executive officer compensation is administered by the CNG Committee, which is currently comprised of three members:

Executive officer compensation is administered by the CNG Committee, which is currently comprised o f three mem bers:

Vecellio, as Chairman, Mr.

Gordy and Mr.

The CNG Committee has reviewed and approved the compensation arrangements described in the Compensation Discussion and Analysis section of this Annual Report on Form 10-K.

During 2019 , the CNG Committee met four times.

Our Board of Directors appoints the CNG Committee and delegates to the CNG Committee responsibility for:

Navarre an d Mr.

Navarre joined the CNG committee effective August 7, 2020.

Gordy served as a member of the CNG Committee in 2020 until his resignation from the board effective August 6, 2020.

During 2020, the CNG Committee met two times.

O ur Board of Directors appoints the CNG Committee and delegates to the CNG Committee responsibility for:

• reviewing and approving the compensation for our executive officers in light of the time that each executive officer allocates to our business;

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

As a publicly traded partnership, we have a unique employment and compensation structure that is different from that of a typical public corporation.

Our executive officers based in Houston, Texas are employed by Quintana Minerals Corporation (“Quintana”), and our executive officers based in Huntington, West Virginia are employed by Western Pocahontas Properties Limited Partnership (“Western Pocahontas”).

Quintana and Western Pocahontas are controlled by our Chairman and Chief Executive Officer and are affiliates of NRP.

While our executive officers are employed by affiliates of NRP, each of them has been appointed to serve as an executive officer of GP Natural Resource Partners LLC (“GP LLC”), the general partner of NRP (GP) LLC (“NRP GP”), the general partner of NRP.

For a more detailed description of our structure, see " Items 1.

Business and Properties—Partnership Structure and Management " in this Annual Report on Form 10-K.

Although our executives’ salaries and bonuses are paid directly by the private companies that employ them, we reimburse those companies based on the time allocated to NRP by each executive officer.

Our reimbursement for the compensation of executive officers is governed by our partnership agreement.

For purposes of this Compensation Discussion and Analysis, our “named executive officers” are:

Robertson, Jr.—Chairman and Chief Executive Officer

Nunez—President and Chief Operating Officer

Christopher J.

Zolas—Chief Financial Officer and Treasurer

Wilson—Vice President, General Counsel and Secretary

Craig—Executive Vice President, Coal

Executive Officer Compensation Strategy and Philosophy

Under our partnership agreement, we are required to distribute all of our available cash each quarter.

Historically, our primary business objective was to generate cash flows at levels that could sustain long-term quarterly cash distributions to our investors.

However, given the difficult coal markets over the past few years, coupled with the limitations on our ability to access capital from additional sources, our current objective is to preserve long-term equity value for our unitholders by using our excess free cash flow to reduce our leverage.

Our objective in determining the compensation of our executive officers is to retain qualified people to manage the business under current market conditions.

Incentive compensation for the year ended December 31, 2019 was discretionary but certain performance criteria were considered as factors, as further described under “—Components of Compensation.”

The 2019 compensation for executive officers consisted of four primary components:

base salaries;

short-term cash incentive compensation;

long-term equity incentive compensation;

perquisites and other benefits.

To the extent our named executive officers (with the exception of Mr.

Robertson) spend time on non-NRP matters, NRP bears only the proportionate cost of their time.

Robertson does not receive a salary in his capacity as Chief Executive Officer.

Robertson is compensated through short-term cash and long-term equity incentive awards, all of which is allocated to NRP.

In February of each year, the CNG Committee approves the short-term cash incentive award for the year just ended and long-term incentive awards for the executive officers.

The CNG Committee considers the performance of the partnership, the performance of the individuals and the outlook for the future in determining the amounts of the awards.

Each February, the CNG Committee also makes awards of phantom units to be settled in common units under the Natural Resource Partners 2017 Long-Term Incentive Plan (the “2017 Plan”) to NRP’s officers in order to incentivize management while also aligning the long-term interests of management with the interests of NRP’s unitholders.

Role of Compensation Experts

In 2019, the CNG Committee engaged Longnecker & Associates (“L&A”) to review our compensation practices for named executive officers and directors relative to our peers.

The CNG Committee, with input from L&A, selected our peer group (the “Peer Group”) after reviewing annual revenue, market capitalization, total enterprise value and total assets of relevant public companies to determine which companies were representative of the marketplace for talent within which we compete.

The CNG Committee will review the Peer Group annually to ensure continued appropriateness for comparative purposes.

The CNG Committee determined that the companies below reflect an appropriate Peer Group for 2019:

Amplify Energy Corp.

Enviva Partner, LP

Ramaco Resources, Inc.

Black Stone Minerals, L.P.

Falcon Minerals Corporation

Rosehill Resources Inc.

Callon Petroleum Company

Hi-Crush Inc.

SilverBow Resources, Inc.

CatchMark Timber Trust, Inc.

Kimbell Royalty Partners, LP

SunCoke Energy, Inc.

Ciner Resources LP

NACCO Industries, Inc.

Talos Energy Inc.

CONSOL Coal Resources LP

Panhandle Oil and Gas, Inc.

W&T Offshore, Inc.

Earthstone Energy, Inc.

Penn Virginia Corporation

Using the Peer Group, L&A conducted compensation analyses for all components of compensation and provided the CNG Committee with its findings after such time.

The findings indicated that base salaries and short-term incentive compensation of each of the five named executive officers was generally in line with the Peer Group median, but that long-term incentive compensation was well below the Peer Group median.

While L&A provided recommendations for 2019 short-term cash incentive compensation, 2019 base salaries and long-term incentive compensation grants were determined by the CNG Committee prior to engaging L&A.

Accordingly, the L&A recommendations will be used prospectively with respect to long-term incentive compensation, with the goal of bringing long-term incentive compensation more in line with the Peer Group over the next few years.

Role of Our Executive Officers in the Compensation Process

With respect to 2019 salaries and short-term cash incentive awards and long-term equity incentive awards, Mr.

Nunez, our President and Chief Operating Officer, provided Mr.

Robertson with recommendations relating to the executive officers other than himself.

Robertson considered those recommendations and provided the CNG Committee with recommendations for all of the executive officers other than himself.

Robertson and Nunez considered the factors described elsewhere in this compensation discussion and analysis in recommending, in their discretion, the appropriate amounts for each named executive officer.

Robertson and Nunez attended the CNG Committee meetings at which the Committee deliberated and approved 2019 salaries, short-term cash incentive awards and long-term equity incentive awards but were excused from the meetings when the CNG Committee discussed their compensation.

Components of Compensation

Base Salaries

With the exception of Mr.

Robertson, who does not receive a salary for his services as Chief Executive Officer, our executive officers are paid an annual base salary by Quintana or Western Pocahontas for services rendered to us by the executive officers during the fiscal year.

We then reimburse Quintana and Western Pocahontas based on the time allocated by each executive officer to our business.

The base salaries of our named executive officers are reviewed on an annual basis as well as at the time of a promotion or other material change in responsibilities.

The CNG Committee reviews and approves the full salaries paid to each executive officer by Quintana and Western Pocahontas, based on both the actual time allocations to NRP in the prior year and the anticipated time allocations in the coming year.

Adjustments in base salary are based on an evaluation of individual performance, our partnership’s overall performance during the fiscal year and the individual’s contribution to our overall performance.

In determining salaries for NRP’s executive officers for 2019 , at the December 2018 meeting, the CNG Committee considered the financial performance of NRP for the nine months ended September 30, 2018 as well as the projected financial performance of NRP for the fourth quarter of 2018 and for the year ending December 31, 2019.

The CNG Committee also considered the individual performance of each member of the executive management team during 2018.

Salaries for 2019 are shown in the Summary Compensation Table below.

Short-Term Cash Incentive Compensation

Each named executive officer received a discretionary short-term cash incentive award approved in February 2020 by the CNG Committee.

The amounts awarded with respect to 2019 under this program are disclosed in the Summary Compensation Table under the Bonus column.

With respect to 2019, the CNG Committee, using recommendations from L&A, determined that cash bonuses would be paid based on a percentage of base salary, with Mr.

Robertson receiving approximately two times the amount awarded to the President and Chief Operating Officer.

In addition, the CNG Committee determined that it would consider certain criteria to determine bonus amounts within this range, but that the criteria utilized at the time of determination, as well as the relative weight of those criteria, would be generally discretionary and subject to change based on developments at the company.

Long-Term Equity Incentive Compensation

Each named executive officer received a discretionary long-term equity incentive award in 2019 under the 2017 Plan.

The 2019 awards were made in the form of phantom units that will settle in NRP common units on a one-for-one basis following vesting in February 2022 and accrue DERs to be paid in cash upon settlement.

We refer to these phantom units issued in 2019 as “2017 Plan Phantom Units.” The 2017 Plan Phantom Units are subject to forfeiture and will vest on an accelerated basis following death or disability of the award recipient or following a change in control of NRP.

The grant date fair value of the 2017 Plan Phantom Units awarded in 2019 are disclosed in the Summary Compensation Table under the "Stock Awards" column.

For the 2017 Plan Phantom Units awarded in 2019, the CNG Committee generally awarded an amount equal to 135% to 140% of base salary, with Mr.

Robertson receiving two times the amount awarded to the President and Chief Operating Officer.

The CNG Committee considered performance of the company and individual performance in making these awards.

Perquisites and Other Personal Benefits

Both Quintana and Western Pocahontas maintain employee benefit plans that provide our executive officers and other employees with the opportunity to enroll in health, dental and life insurance plans.

Each of these benefit plans require the employee to pay a portion of the health and dental premiums, with the company paying the remainder.

These benefits are offered on the same basis to all employees of Quintana and Western Pocahontas, and the company costs are reimbursed by us to the extent the employee allocates time to our business.

In 2019, Quintana and Western Pocahontas maintained tax-qualified 401(k) plans.

During 2019, Quintana and Western Pocahontas matched 100% of the first 6.0% of the employee contributions under their respective 401(k) plans.

As with the other contributions, any amounts contributed by Quintana and Western Pocahontas are reimbursed by us based on the time allocated by the employee to our business.

None of NRP, Quintana or Western Pocahontas maintains a pension plan or a defined benefit retirement plan.

Unit Ownership Requirements

NRP maintains Unit Ownership and Retention Guidelines (the “ownership guidelines”) that are administered by the CNG Committee and require NRP’s officers who are required to file ownership reports under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and certain other officers as designated from time-to-time by the Board or the CNG Committee to retain all common units awarded under any NRP incentive plan (net of any units withheld or sold to cover tax liabilities) until certain ownership guidelines are met.

The guideline for NRP’s President and Chief Operating Officer and Chief Financial Officer is for such individuals to hold common units having a value of three times his or her base salary at the date of measurement.

The guideline for NRP’s Executive Vice President—Coal is for such individual to hold common units having a value of two times his or her base salary at the date of measurement.

The guideline for NRP’s Vice President & General Counsel and is for such individual to hold common units having a value of one and one-half times his or her base salary at the date of measurement.

There is no minimum time period required to achieve the unit ownership guidelines.

Due to his substantial ownership in NRP, the ownership guidelines do not currently apply to our Chief Executive Officer.

The ownership guidelines also require directors who are not officers to retain common units with a value equal to three times the amount of the annual cash retainer paid to directors.

Directors are required to achieve the unit ownership guideline within five years.

Until the unit ownership guideline is achieved, each director is encouraged to retain all common units awarded under any NRP incentive plan (net of any units sold to cover tax liabilities).

Units that count towards the satisfaction of the officer and director guidelines include common units held directly by the executive officer or director, common units owned indirectly by the executive officer or director (e.g., by a spouse or other immediate family member residing in the same household or a trust for the benefit of the executive officer or director or his or her family), units granted under NRP’s long-term incentive plans (including phantom units representing the right to receive units), and units purchased in the open market (whether purchased before or after the effective date of the ownership guidelines).

Incentive Compensation Recoupment Policy

NRP maintains the Natural Resource Partners L.P.

Incentive Compensation Recoupment Policy, which is administered by the CNG Committee.

The policy authorizes the Board or committee thereof to recoup incentive compensation in the event of a restatement of financial statements due to material non-compliance with securities laws, fraud or misconduct.

Securities Trading Policy

Our insider trading policy states that executive officers and directors may not purchase or sell puts or calls to sell or buy our common units, engage in short sales with respect to our common units, or buy our securities on margin.

Report of the Compensation, Nominating and Governance Committee

The CNG Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management.

Based on the reviews and discussions referred to in the foregoing sentence, the CNG Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2019.

Vecellio, Jr., Chairman

Smaller Reporting Company Status

We are a “smaller reporting company,” as such term is defined in the rules promulgated under the Securities Exchange Act of 1934, as amended, and we have elected to provide our executive compensation disclosure in accordance with such rules.

Accordingly, we have provided compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer and have omitted the compensation discussion and analysis and the compensation committee reports as permitted by the rules.

Summary Compensation Table

The following table sets forth the amounts reimbursed to affiliates of our general partner for compensation for 2017, 2018 and 2019:

Name and Principal Position

Non-Equity Incentive Plan Compensation ($)

Stock Awards ($) (1)

The following table sets forth the amounts reimbursed to affiliates of our general partner for our named executive officers’ compensation for the years ended December 31, 2019 and 2020:

Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) (1)

All Other Compensation ($) (2)

Robertson, Jr.—Chief Executive Officer

2020 — 825,188 1,210,467 — 2,035,655

2019 — 938,868 1,306,222 — 2,245,090

Nunez—President and Chief Operating Officer

2020 515,000 358,778 657,866 17,100 1,548,744

2019 500,000 408,204 653,111 16,800 1,578,115

Christopher J.

Zolas—Chief Financial Officer

Wilson—Vice President, General Counsel and Secretary (3)

Craig—Executive Vice President, Coal (4)

2020 365,000 203,423 276,989 17,100 862,512

2019 355,000 284,000 492,581 16,800 1,148,381

(1) Amounts represent the grant date fair value of phantom unit awards determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures.

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(2) Includes portions of 401(k) matching allocated to Natural Resource Partners by Quintana and Western Pocahontas.

Wilson allocated approximately 99%, 100% and 96% of her time to NRP during the years ended December 31, 2017, 2018 and 2019, respectively, and amounts included under the "Salary," "Bonus," and "All Other Compensation" columns reflect this allocation.

Craig allocated approximately 80%, 80% and 90% of his time to NRP during the years ended December 31, 2017, 2018 and 2019, respectively, and amounts included under the “Salary,” “Bonus,” and “All Other Compensation” columns reflect this allocation

Grants of Plan-Based Awards in 2019

The following table shows the 2017 Plan Phantom Units granted to named executive officers during 2019.

The awards in the table below will vest in February 2022, and upon settlement, an equivalent number of common units will be issued to each named executive officer, subject to withholding.

The 2017 Plan Phantom Units also accrue DERs from the grant date, which will be paid out in cash upon settlement following and subject to vesting.

2017 Plan Phantom Units

Named Executive Officer

Number of Units

Grant Date Fair Value

Robertson, Jr.

Christopher J.

Employment Agreements

Narrative to the Summary Compensation Table

As a publicly traded partnership, we have a unique employment and compensation structure that is different from that of a typical public corporation.

Our named executive officers are based in Houston, Texas and employed by Quintana Minerals Corporation (“Quintana”).

Quintana is controlled by our Chairman and Chief Executive Officer and is an affiliate of NRP.

While our named executive officers are employed by an affiliate of NRP, each of them has been appointed to serve as an executive officer of GP Natural Resource Partners LLC (“GP LLC”), the general partner of NRP (GP) LLC (“NRP GP”), the general partner of NRP.

For a more detailed description of our structure, see " Items 1.

Business and Properties—Partnership Structure and Management " in this Annual Report on Form 10-K.

Base Salaries

With the exception of Mr.

Robertson, who does not receive a salary for his services as Chief Executive Officer, our named executive officers are paid an annual base salary by Quintana for services rendered to us by the named executive officers during the fiscal year.

We then reimburse Quintana based on the time allocated by each named executive officer to our business.

The base salaries of our named executive officers are reviewed on an annual basis as well as at the time of a promotion or other material change in responsibilities.

Short-Term Cash Incentive Compensation

Each named executive officer received a discretionary short-term cash incentive award approved in February 2021 by the CNG Committee.

With respect to 2020, the CNG Committee, using recommendations from its independent compensation consultant, Longnecker & Associates, determined that cash bonuses would be paid based on a percentage of base salary.

In addition, the CNG Committee determined that it would consider certain criteria to determine bonus amounts, but that the criteria utilized at the time of determination, as well as the relative weight of those criteria, would be generally discretionary and subject to change based on developments at the Partnership.

Long-Term Incentive Compensation

Phantom units awarded to named executive officers under the Natural Resource Partners L.P.

2017 Long-Term Incentive Plan (the “2017 Plan”) in 2020 are described in greater detail in the table and associated narrative below.

Perquisites and Other Personal Benefits

Quintana maintains employee benefit plans that provide our named executive officers and other employees with the opportunity to enroll in health, dental and life insurance plans.

Each of these benefit plans require the employee to pay a portion of the health and dental premiums, with the company paying the remainder.

These benefits are offered on the same basis to all employees of Quintana, and the company costs are reimbursed by us to the extent the employee allocates time to our business.

In 2020, Quintana maintained tax-qualified 401(k) plans.

During 2020, Quintana matched 100% of the first 6.0% of the employee contributions under their respective 401(k) plans.

As with the other contributions, any amounts contributed by Quintana are reimbursed by us based on the time allocated by the employee to our business.

Neither NRP nor Quintana maintains a pension plan or a defined benefit retirement plan.

Employment Agreements Contracts and Potential Payments Upon a Termination of Employment or a Change in Control

None of our named executive officers have an employment agreement.

Phantom Units Vested in 2019

The table below shows the cash settled phantom units issued in February 2015 under our previous long-term incentive plan that vested in 2019 (the "Cash Settled Phantom Units") with respect to each named executive officer, along with value realized by each individual:

Named Executive Officer

Cash Settled Phantom Units

Value Realized on Vesting (1)

Robertson, Jr.

Christopher J.

Includes DERs accrued from the issue date to the settlement date.

All phantom units awarded under the 2017 Plan to date will vest upon a change in control of NRP and upon the death or disability of the named executive officer.

Phantom units awarded in 2020 will also vest upon termination of employment of the named executive officer without “cause” or for “good reason.”

Outstanding Equity Awards at December 31, 2020

The table below shows the total number of outstanding 2017 Plan Phantom Units held by each named executive officer at December 31, 2019.

Named Executive Officer

Unvested 2017 Plan Phantom Units (1)

Market Value of Unvested 2017 Plan Phantom Units (2)

Awards made to our named executive officers under the 2017 Plan have been made in phantom units that settle in common units on a one-for-one basis with tandem distribution equivalent rights (“DERs”).

The phantom unit awards made in 2020 time-vest ratably over the three-year period following the grant date and accrue DERs to be paid in cash upon each settlement.

Phantom units awarded in 2018 and 2019 time-vest on the third anniversary of the grant date and accrue DERs to be paid in cash upon settlement.

The table below shows the total number of outstanding phantom unit awards under the 2017 Plan held by each named executive officer at December 31, 2020:

Named Executive Officer Unvested 2017 Plan Phantom Units Aggregate Market Value of Unvested 2017 Plan Phantom Units (1)

Robertson, Jr.

Nunez 61,194 (3)

Christopher J.

2017 Plan Phantom Units were awarded in February 2018 and 2019 and vest in February 2021 and 2022, respectively.

Zolas 33,739 (4)

(1) Based on a unit price of $13.75, the closing price for the common units on December 31, 2020

Potential Payments upon Termination or Change in Control

Upon the occurrence of a change in control of NRP, our general partner, or GP Natural Resource Partners LLC, 2017 Plan Phantom Units held by each of our named executive officers would immediately vest and become payable.

The table below indicates the estimated payments to each named executive officer following a change in control at December 31, 2019.

2017 Plan Equity Awards

Named Executive Officer

Unvested Phantom Units

Market Value (2)

Accumulated DERs

Total Potential Payments

Robertson, Jr.

Christopher J.

Calculated based on a unit price of $20.11, the closing price for the common units on December 31, 2019.

(2) 37,851 phantom units vesting in February 2021, 54,957 phantom units vesting in February 2022 and 23,459 phantom units vesting in February 2023.

(3) 19,946 phantom units vesting in February 2021, 28,498 phantom units vesting in February 2022 and 12,750 phantom units vesting in February 2023.

(4) 11,125 phantom units vesting in February 2021, 17,246 phantom units vesting in February 2022 and 5,368 phantom units vesting in February 2023.

Directors’ Compensation for the Year Ended December 31, 2020

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Directors and Executive Officers of the Managing General Partner and Corporate Governance ” elsewhere in this Annual Report on Form 10-K.

Director compensation during 2019 consisted of a $75,000 cash retainer and an award of common units under the 2017 Plan.

The units awarded to Board members are fully vested and not subject to forfeiture;

Director compensation during 2020 consisted of a $75,000 cash retainer and an award of phantom units under the 2017 Plan.

The phantom units awarded to Board members in 2020 vest after one year;

however, the Board members had the option in advance of receipt of the award to elect to defer settlement of the award until after 90 days following such director’s retirement or earlier departure from the Board.

In addition, members of Board committees received $5,000 for each committee served on, and each committee chairman received an additional $10,000 for acting as chairman.

In addition, members of Board committees received $5,000 for each committee served on, and the chairman of the audit, compensation, nominating and governance and conflicts committees received an additional $20,000, $15,000 and $10,000, respectively, for acting as chairman.

The table below shows the directors’ compensation for the year ended December 31, 2020:

Name of Director

Fees Earned or Paid in Cash

Name of Director Fees Earned or Paid in Cash

2017 Plan Common Unit Awards (1)

Total Compensation

$ 60,000 $ — $ 60,000

Reed Morian 75,000 84,813 159,813

96,997 84,813 181,810

Robertson, III 75,000 84,813 159,813

105,000 84,813 189,813

Vecellio, Jr.

100,000 84,813 184,813

75,000 84,813 159,813

Claro 85,000 84,813 169,813

(1) Amounts represent the grant date fair value of phantom unit awards determined in accordance with Accounting Standards Codification Topic 718 determined without regard to forfeitures.

For information regarding the assumptions used in calculating these amounts, see Note 16 to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Khaira, who was the Blackstone designee pursuant to the Board Representation and Observation Rights Agreement, resigned from the Board effective March 8, 2019.

Effective on such date, Mr.

Greene was appointed to the Board by Blackstone to replace Mr.

Khaira and Greene did not receive Board compensation as Blackstone designees.

Navarre and Smith elected to defer settlement of their common units awarded under the 2017 Plan in 2019 until 90 days following their respective retirements or earlier departures from the Board.

The table below shows the Cash Settled Phantom Units that were granted in February 2015 and vested in 2019 with respect to each Director, along with the value realized by each individual, including the DERs accruing from the February 2015 grant date.

Name of Director

Cash Settled Phantom Units

Value Realized

Robertson, III

Vecellio, Jr.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2019, Messrs.

Vecellio, Gordy, and Smith served on the CNG Committee.

None of Messrs.

Vecellio, Gordy, and Smith has ever been an officer or employee of NRP or GP Natural Resource Partners LLC.

None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has any executive officer serving as a member of our Board or CNG Committee.

Pay Ratio Disclosure

The Securities and Exchange Commission has adopted a rule requiring annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the CEO.

The personnel providing services to us, including our executive officers, are employed by Quintana or Western Pocahontas.

As of December 31, 2019, 55 such persons were providing services to us.

We identified a new median service provider for 2019 by examining the 2019 total taxable compensation, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2, for all individuals who provided services to us as of December 31, 2019.

We did not make any assumptions, adjustments, or estimates with respect to total cash compensation or equity compensation and we did not annualize the compensation for any service providers that were not employed for all of 2019.

After identifying the median service provider based on total compensation, we calculated annual 2019 compensation for the median service provider using the same methodology used to calculate the Chief Executive Officer’s total compensation as reflected in the Summary Compensation Table above.

The median service provider’s annual 2019 compensation was as follows:

Non-Equity Incentive Plan Compensation

Phantom Unit Awards

All Other Compensation

Median Service Provider

Our 2019 ratio of Chief Executive Officer total compensation to our median service provider's total compensation is reasonably estimated to be 20:1.

All of the phantom units reported in this column were outstanding on December 31, 2020 and will vest on February 13, 2021.

Gordy resigned from the Board effective August 7, 2020.

Gordy served on our compensation, nominating, and governance committee in 2020 until his resignation from the Board.

Navarre elected to defer settlement of his common units awarded under the 2017 Plan in 2018 and 2019 until 90 days following his retirement or earlier departure from the Board.

Navarre joined the compensation, nominating, and governance committee effective August 7, 2020.

As of December 31, 2020, 9,285 phantom units previously awarded to Mr.

Navarre were outstanding but only 4,931 were unvested.

Smith elected to defer settlement of his common units awarded under the 2017 Plan in 2018, 2019 and 2020 until 90 days following his retirement or earlier departure from the Board.

As of December 31, 2020, 9,285 phantom units previously awarded to Mr.

Smith were outstanding but only 4,931 were unvested.

Greene did not receive Board compensation as the Blackstone designee to the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, as of February 24, 2020 , the amount and percentage of our common units and preferred units beneficially held by (1) each person known to us to beneficially own 5% or more of any class of our units, (2) by each of our directors and named executive officers and (3) by all directors and executive officers as a group.

The following tables set forth, as of March 1, 2021, the amount and percentage of our common units and preferred units beneficially held by (1) each person known to us to beneficially own 5% or more of any class of our units, (2) by each of our directors and named executive officers and (3) by all directors and executive officers as a group.

Unless otherwise noted, each of the named persons and members of the group has sole voting and investment power with respect to the units shown.

Name of Beneficial Owner

Percentage of

Name of Beneficial Owner Common

Units Percentage of

Robertson, Jr.

2,434,352 19.7 %

Western Pocahontas Corporation (3)

1,739,007 14.1 %

Western Pocahontas Properties Limited Partnership (4)

1,727,986 14.0 %

JPMorgan Chase & Co.

1,028,351 8.3 %

The Goldman Sachs Group, Inc.

984,950 8.0 %

812,089 6.6 %

Nunez 12,097 *

Christopher J.

Zolas 6,970 *

Claro 9,045 *

Reed Morian (8)

625,444 5.1 %

Robertson III (10)

243,587 2.0 %

Vecellio, Jr.

Directors and Officers as a Group (12)

3,373,897 27.3 %

* Less than one percent.

Percentages based upon 12,261,199 common units issued and outstanding as of February 24, 2020 .

Unless otherwise noted, beneficial ownership is less than 1%.

Robertson may be deemed to beneficially own 505,861 common units owned in his individual capacity, 1,739,007 common units in his capacity as controlling shareholder of Western Pocahontas Corporation, 156,000 common units in his capacity as the sole member of Robertson Coal Management LLC, which is the sole member of GP Natural Resource Partners, which is the general partner of NRP (GP) LP, 5,293 common units in his capacity as controlling shareholder of GNP Management Corporation and 5,234 common units held by his spouse, Barbara M.

Robertson’s address is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

(1) 12,351,306 common units issued and outstanding as of March 1, 2021.

Robertson, Jr.

may be deemed to beneficially own 528,818 common units owned in his individual capacity, 1,739,007 common units in his capacity as controlling shareholder of Western Pocahontas Corporation, 156,000 common units in his capacity as the sole member of Robertson Coal Management LLC, which is the sole member of GP Natural Resource Partners, which is the general partner of NRP (GP) LP, 5,293 common units in his capacity as controlling shareholder of GNP Management Corporation and 5,234 common units held by his spouse, Barbara M.

Robertson, Jr.’s address is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

(3) Western Pocahontas Corporation has sole voting and sole dispositive power with respect to 11,021 common units and shared voting and shared dispositive power with respect to 1,727,986 common units in its capacity as the general partner of Western Pocahontas Properties Limited Partnership.

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(5) According to a Schedule 13G filing with the SEC on January 11, 2021, JPMorgan Chase & Co.

holds sole voting power and sole dispositive power with respect to 1,050,335 common units in the Partnership.

holds sole voting power and sole dispositive power with respect to 1,028,351 common units.

The business address of JPMorgan Chase & Co.

is 270 Park Ave., New York, NY 10017.

According to a Schedule13G filing with the SEC on January 31, 2020, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to 835,403 common units in the Partnership.

is 383 Madison Avenue., New York, NY 10179.

(6) According to a Schedule 13G filing with the SEC on February 11, 2021, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to 984,950 common units in the Partnership.

The business address of The Goldman Sachs Group is 200 West Street, New York, NY 10282.

Gordy may be deemed to beneficially own 5,000 common units owned by Minion Trail, Ltd.

and 2,000 common units owned by Rock Creek Ranch 1, Ltd.

(7) According to a Schedule 13G filing with the SEC on February 11, 2021, Steven A.

Tananbaum holds sole voting power and sole dispositive power with respect to 251,639 common units in the Partnership and shared voting power and shared dispositive power with respect to 560,450 common units in the Partnership.

Tananbaum serves as the managing member of GoldenTree Asset Management LLC (“IMGP”), which serves as the general partner of GoldenTree Asset Management LP.

GoldenTree Asset Management LP and IMGP hold shared voting power and shared dispositive power with respect to 560,450 common units in the Partnership.

The business address of Steven A.

Tananbaum, GoldenTree Asset Management LP and IMGP is 300 Park Avenue, 21st Floor, New York, NY 10022.

Morian may be deemed to beneficially own 344,863 common units owned by Shadder Investments and 60,097 common units owned by Mocol Properties.

(9) Does not include 4,354 common units awarded pursuant to NRP’s long-term incentive plan that Mr.

Navarre has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s board.

Robertson III may be deemed to beneficially own 9,783 common units held CIII Capital Management, LLC, 10,000 common units held by BHJ Investments, 19,663 common units held by The Corbin James Robertson III 2009 Family Trust and 39 common units held by his spouse, Brooke Robertson.

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Robertson III.

(11) Does not include 9,285 common units awarded pursuant to NRP’s long-term incentive plan that Mr.

Smith has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s board.

Smith may be deemed to beneficially own 355 common units owned by the SP Smith 2002 Revocable Trust.

Name of Beneficial Owner

Preferred Units

Percentage of

(12) NRP’s directors and executive officers as a group consists of 14 individuals.

Name of Beneficial Owner Preferred Units Percentage of

Preferred Units

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Relationships with Entities Associated with Corbin J.

Robertson, Jr.

Western Pocahontas Properties Limited Partnership, New Gauley Coal Corporation, and Great Northern Properties Limited Partnership are three privately held companies that are primarily engaged in owning and managing mineral properties.

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For purposes of this paragraph, "fair market value" means the fair market value as determined in good faith by the relevant GP affiliate.

The total fair market value in the good faith opinion of the WPP Group of all restricted businesses engaged in by the WPP Group, other than those engaged in by the WPP Group at closing of our initial public offering, may not exceed $75 million.

For purposes of this restriction, the fair market value of any entity engaging in a restricted business purchased by the WPP Group will be determined based on the fair market value of the entity as a whole, without regard for any lesser ownership interest to be acquired.

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For purposes of this paragraph, "restricted business" excludes a general partner interest or managing member interest, which is addressed in a separate restriction summarized below.

For purposes of this paragraph only, "fair market value" means the fair market value as determined in good

faith by the relevant GP affiliate.

For purposes of this paragraph only, "fair market value" means the fair market value as determined in good faith by the relevant GP affiliate.

If we want to purchase the restricted business and the GP affiliate and the general partner, with the approval of the conflicts committee, agree on the fair market value and other terms of the offer within 60 days after the general partner receives the offer from the GP affiliate, we will purchase the restricted business as soon as commercially practicable.

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The respective obligations of the WPP Group under the omnibus agreement terminate when the WPP Group and its affiliates cease to participate in the control of the general partner.

Board Representation and Observation Rights Agreement

Effective on March 2, 2017 in connection with the closing of the issuance of the Preferred Units, we entered into the Board Observation and Representation Rights Agreement (the “Board Rights Agreement”) with Blackstone and GoldenTree.

Pursuant to the Board Rights Agreement, Blackstone appoints one member to serve on the Board of Directors of GP Natural Resource Partners LLC and also appoints one observer to attend meetings of the Board.

Blackstone's rights to appoint a member of the Board and an observer will terminate at such time as Blackstone, together with their affiliates, no longer own at least 20% of the total number of Preferred Units issued on the closing date, together with all PIK Units that have been issued but not redeemed (the "Minimum Preferred Unit Threshold").

Following the time that Blackstone (and their affiliates) no longer own the Minimum Preferred Unit Threshold and until such time as GoldenTree (together with their affiliates) no longer own the Minimum Preferred Unit Threshold, GoldenTree shall have the one-time option to appoint either one person to serve as a member of the Board or one person to serve as a Board observer.

To the extent GoldenTree elects to appoint a Board member and later remove such Board member, GoldenTree may then elect to appoint a Board observer.

For more information on the Preferred Units, including the rights of the holders thereof, see " Item 8.

Financial Statements and Supplementary Data—Note 5.

Class A Convertible Preferred Units and Warrants " elsewhere in this Annual Report on Form 10-K.

Pocahontas Royalties LLC

On February 28, 2020, Pocahontas Royalties LLC (“Pocahontas Royalties”) completed the acquisition of a private company that owns approximately one million acres of mineral reserves and leases coal reserves to coal mine operators in Central Appalachia.

Pocahontas Royalties is controlled by Corbin J.

Robertson, Jr.

and members of his family.

Reed Morian, one of the directors of GP Natural Resource Partners LLC, also serves on the Board of Managers of Pocahontas Royalties.

In connection with the closing of the acquisition, we and Pocahontas Royalties entered into a limited waiver of the omnibus agreement pursuant to which we waived the provision of the omnibus agreement that restricts Mr.

Robertson and his affiliates (other than NRP) from owning, operating or investing in fee coal reserves in the United States with an aggregate fair market value in excess of $75 million.

Robertson had previously offered NRP the opportunity to participate in the acquisition and we determined, after due consideration, not to participate.

In addition, on February 28, 2020, we and Pocahontas Royalties entered into a right of first offer agreement pursuant to which Pocahontas Royalties granted us the exclusive right of first offer to purchase any assets (or entities holding such assets) proposed to be sold at any time by Pocahontas Royalties or any of its subsidiaries with a fair market value exceeding $2 million (individually or in the aggregate), excluding surface acreage, assets or rights (other than surface rights that are appurtenant to or

necessary for the development of mineral reserves).

Provided that Pocahontas Royalties has provided us the opportunity to make a first offer within the time periods specified in the agreement, Pocahontas Royalties will be under no obligation to accept any offer timely made by us and may determine, in its sole discretion, to consummate a transaction with a third party free and clear of any obligations to us.

Quintana Capital Group GP, Ltd.

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Quinwood Coal Partners LP (“Quinwood”), an entity controlled by Corbin J.

Robertson, III (one of our directors) leases two coal properties from us in Central Appalachia.

During the year ended December 31, 2019, we recorded $0.2 million in coal royalty revenues from Quinwood and received $0.2 million in cash related to royalty and property tax payments.

Robertson III also owns a minority ownership interest in Industrial Minerals Group LLC (“Industrial Minerals”), which, through its subsidiaries, leases two of NRP’s coal royalty properties in Central Appalachia.

Robertson, III leases two coal properties from us in Central Appalachia.

Duri ng the year ended December 31, 2020, we recorded $0.0 million in coal royalty revenues from Quinwood and received less than $0.1 million in cash related to royalty and property tax payments.

During the year ended December 31, 2019, we recorded $0.2 million in c oal royalty revenues from Quinwood and received $0.2 million in cash related to royalty and property tax payments.

Prior to December 31, 2019, Mr.

Robertson III held a minority ownership interest in Industrial Minerals Group LLC (“Industrial Minerals”), which, through its subsidiaries, leases one of NRP’s coal royalty properties in Central Appalachia.

During the year ended December 31, 2019, we recorded $1.7 million in coal royalty and wheelage revenues from Industrial Minerals and received approximately $0.5 million in cash related to royalty and minimum payments.

Preferred Unitholder Board Representation and Observation Rights Agreement

To the extent GoldenTree elects to appoint a Board member and later remove such Board member, GoldenTree may then elect to appoint a Board observer.

For more information on the Preferred Units, including the rights of the holders thereof, see " Item 8.

Financial Statements and Supplementary Data—Note 4.

Class A Convertible Preferred Units and Warrants " elsewhere in this Annual Report on Form 10-K.

Office Building in Huntington, West Virginia

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On January 1, 2019 we entered into a new lease on the building for a five-year base term, with five additional five-year renewal options.

During the year ended December 31, 2019, we paid approximately $0.8 million to Western Pocahontas under the lease.

We paid approximately $0.8 million to Western Pocahontas under the lease during both years ended December 31, 2020 and 2019.

Relationship with Cadence Bank, N.A.

one of the members of the Board of Directors of GP Natural Resource Partners LLC, is the Chairman of Cadence Bank, N.A., which is a lender under NRP Operating’s revolving credit facility and has received customary fees and interest payments in connection therewith.

During the year ended December 31, 2019 we paid approximately $0.1 million in interest and fees under the credit facility to Cadence Bank, N.A.

We paid approximately $0.1 million in interest and fees under the credit facility to Cadence Bank, N.A during both years ended December 31, 2020 and 2019.

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates (including the WPP Group) on the one hand, and our partnership and our limited partners, on the other hand.

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates (including the WPP Group and Pocahontas Royalties) on the one hand, and our partnership and our limited partners, on the other hand.

The directors and officers of GP Natural Resource Partners LLC have duties to manage GP Natural Resource Partners LLC and our general partner in a manner beneficial to its owners.

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• cash expenditures;

• borrowings;

• the issuance of additional common units;

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Review, Approval or Ratification of Transactions with Related Persons

If a conflict or potential conflict of interest arises between our general partner and its affiliates (including the WPP Group) on the one hand, and our partnership and our limited partners, on the other hand, the resolution of any such conflict or potential conflict is addressed as described under "—Conflicts of Interest."

If a conflict or potential conflict of interest arises between our general partner and its affiliates (including the WPP Group and Pocahontas Royalties) on the one hand, and our partnership and our limited partners, on the other hand, the resolution of any such conflict or potential conflict is addressed as described under "—Conflicts of Interest."

Pursuant to our Code of Business Conduct and Ethics, conflicts of interest are prohibited as a matter of policy, except under guidelines approved by the Board and as provided in the Omnibus Agreement and our partnership agreement.

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Audit Fees (1)

$ 785,750 $ 1,070,206

505,915 533,083

(1) Audit fees include fees associated with the annual integrated audit of our consolidated financial statements and internal controls over financial reporting, separate audits of subsidiaries and reviews of our quarterly financial statement for inclusion in our Form 10-Q and comfort letters;

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(a)(4) Exhibits

Purchase Agreement, dated as of January 23, 2013, by and among Anadarko Holding Company, Big Island Trona Company, NRP Trona LLC and NRP (Operating) LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on January 25, 2013).

Number Description

Fifth Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P., dated as of March 2, 2017 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on March 6, 2017).

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Form of Series D Note (incorporated by reference to Exhibit 4.12 to Annual Report on Form 10-K filed February 28, 2007).

Number Description

Form of Series E Note (incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 29, 2007).

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Description of Equity Securities of Natural Resource Partners L.P.

(incorporated by reference to Exhibit 4.25 to Annual Report on Form 10-K filed on February 27, 2020).

Third Amended and Restated Credit Agreement, dated as of June 16, 2015, by and among NRP (Operating) LLC, the lenders party thereto, Citibank, N.A.

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1 to the Limited Liability Company Agreement of Ciner Wyoming LLC dated November 5, 2015 (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed by Ciner Resources LP on March 11, 2016).

Number Description

Second Amendment, dated as of March 2, 2017, to Third Amended and Restated Credit Agreement, dated as of June 16, 2015, by and among NRP (Operating) LLC, the lenders party thereto, Citibank, N.A.

5 unchanged sentences

and the GoldenTree Purchasers named therein (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 6, 2017) .

Master Amendment and Supplement to Coal Mining and Transportation Lease Agreements and Parent Guaranty dated June 30, 2020 by and among NRP (Operating) LLC, WPP LLC, Hod LLC, Independence Land Company, LLC, Williamson Transport LLC, Foresight Energy LP, Foresight Energy GP LLC, Foresight Energy LLC, Macoupin Energy, LLC, Williamson Energy, LLC, Sugar Camp Energy, LLC, Hillsboro Energy LLC, Foresight Energy Resources LLC, and Foresight Energy Operating LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 1, 2020).

Limited Waiver dated February 28, 2020 by Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 3, 2020).

Right of First Offer Agreement dated as of February 28, 2020 by and among Pocahontas Royalties LLC, Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC.

(incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 3, 2020).

Natural Resource Partners L.P.

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Form of Phantom Unit Award Agreement (Directors) (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-8 filed on February 9, 2018).

Form of Phantom Unit Award Agreement (Employees and Service Providers)

Form of Phantom Unit Award Agreement (Directors)

Form of Phantom Unit Award Agreement (Directors with Deferral Election)

Form of Phantom Unit Award Agreement (Employees and Service Providers) (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on February 27, 2020).

Form of Phantom Form of Phantom Unit Award Agreement (Directors) (incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed on February 27, 2020).

Form of Phantom Unit Award Agreement (Directors with Deferral Election) (incorporated by reference to Exhibit 10.15 to Annual Report on Form 10-K filed on February 27, 2020).

List of Subsidiaries of Natural Resource Partners L.P.

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Financial Statements of Ciner Wyoming LLC as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 .

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Labels Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS* Inline XBRL Instance Document

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Filed herewith

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PARTNERS LLC, its general partner

February 27, 2020

March 15, 2021

/ s / CORBIN J.

4 unchanged sentences

(Principal Executive Officer)

February 27, 2020

March 15, 2021

/ s / CHRISTOPHER J.

3 unchanged sentences

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 and on the dates indicated.

February 27, 2020

March 15, 2021

/ s / GALDINO J.

February 27, 2020

/ s / RUSSELL D.

February 27, 2020

March 15, 2021

/ s / ALEXANDER D.

February 27, 2020

March 15, 2021

/ s / PAUL B.

February 27, 2020

March 15, 2021

/ s / RICHARD A.

February 27, 2020

March 15, 2021

/ s / CORBIN J.

1 unchanged sentence

Robertson III

February 27, 2020

March 15, 2021

/ s / STEPHEN P.

February 27, 2020

March 15, 2021

VECELLIO, JR.

1 unchanged sentence

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