Document

DEF 14A 1 a2022nsproxystatement.htm DEF 14A Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

NuStar Energy L.P.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

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NOTICE OF 2022 ANNUAL MEETING OF UNITHOLDERS


Date and Time:	April 28, 2022 at 11:00 a.m. Central Time

Place:	In light of the ongoing public health concerns regarding the coronavirus pandemic and to support the health and well-being of our unitholders and other stakeholders, our 2022 Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/NS2022. You will not be able to attend the 2022 Annual Meeting in person.

Participation:	Please see "Questions and Answers about the 2022 Annual Meeting" on page 2 for more information about attending our 2022 Annual Meeting, voting your units and submitting questions during our 2022 Annual Meeting.

Agenda:	(1)	To elect three Group I directors to serve until the 2025 Annual Meeting or until their successors are elected and have been qualified;
	(2)	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022;
	(3)	To approve an advisory resolution on executive compensation; and
	(4)	To transact any other business properly brought before the meeting or any adjournment or postponement thereof.

Record Date:	Only holders of record of our outstanding (as defined in our partnership agreement) common units and Series D preferred units as of the close of business on March 1, 2022 are entitled to vote at our 2022 Annual Meeting.

Voting:	YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2022 Annual Meeting, please submit your proxy with voting instructions as soon as possible.
	●	If you are a unitholder of record, you may submit your proxy over the Internet, by phone or by mail as described on the proxy card.
	●	If you hold your units through a broker or other nominee, please follow the instructions that you receive from your broker or other nominee to ensure that your units are voted.

	Submitting your proxy will not prevent you from attending our 2022 Annual Meeting and voting during our 2022 Annual Meeting.

	We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. Accordingly, on or about March 17, 2022, we are sending holders of our outstanding (as defined in our partnership agreement) common units and Series D preferred units a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2021 over the Internet and how to submit a proxy online (www.proxyvote.com). We believe that this process helps expedite unitholder receipt of proxy materials, lowers the cost of our annual meeting and conserves natural resources. The notice also contains instructions on how to request a paper copy of our proxy materials.

By order of the Board of Directors,

Michelle S. Miller

Vice President, Assistant General Counsel and Corporate Secretary

NuStar Energy L.P.

19003 IH-10 West

San Antonio, Texas 78257

March 10, 2022

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TABLE OF CONTENTS


INFORMATION ABOUT NUSTAR ENERGY L.P.		1
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING		2
CORPORATE GOVERNANCE		6
	Board Leadership and Governance	6
	Director Independence	7
	Committees of the Board	8
	Compensation Committee Interlocks and Insider Participation	8
	Risk Oversight	9
	Governance Documents and Codes of Ethics	10
	Director Candidates	11
	Communications with the Board of Directors	12
PROPOSAL NO. 1—ELECTION OF DIRECTORS		1 3
	Board Refreshment and Composition	1 3
	Nominees for Election as Group I Directors	1 4
	Other Directors	1 5
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		1 9
COMPENSATION COMMITTEE REPORT		22
COMPENSATION DISCUSSION AND ANALYSIS		22
	Executive Compensation Philosophy	22
	2021 Performance	22
	Executive Compensation Programs	2 4
	Elements of Executive Compensation	28
	Impact of Accounting Treatment	3 8
	Compensation-Related Policies	3 8
EVALUATION OF COMPENSATION RISK		40
SUMMARY COMPENSATION TABLE		41
PAY RATIO		44
GRANTS OF PLAN-BASED AWARDS DURING THE YEAR ENDED DECEMBER 31, 2021		45
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021		47
OPTION EXERCISES AND UNITS VESTED DURING THE YEAR ENDED DECEMBER 31, 2021		49
PENSION BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2021		50
NONQUALIFIED DEFERRED COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2021		53
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL		54
DIRECTOR COMPENSATION		58
SECURITY OWNERSHIP		60
	Security Ownership of Management and Directors	60
	Security Ownership of Certain Beneficial Owners	61
	Equity Compensation Plan Information	63
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		64
	Related Person Transaction Policy	64
	Transactions with Management and Others	64

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PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		65
KPMG FEES		65
AUDIT COMMITTEE PRE-APPROVAL POLICY		66
AUDIT COMMITTEE REPORT		66
PROPOSAL NO. 3—ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION		67
ADDITIONAL INFORMATION		68
	Advance Notice Required for Unitholder Proposals and Nominations for the 2023 Annual Meeting	68
	Other Business	68
	Financial Statements	68
	Householding	68
	Transfer Agent	69

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NUSTAR ENERGY L.P.

PROXY STATEMENT

2022 ANNUAL MEETING OF UNITHOLDERS

April 28, 2022

INFORMATION ABOUT NUSTAR ENERGY L.P.

NuStar Energy L.P. (NYSE: NS) is a Delaware limited partnership engaged in the transportation, terminalling and storage of petroleum products and renewable fuels and the transportation of anhydrous ammonia. As of December 31, 2021, our assets included approximately 10,000 miles of pipeline and 64 terminal and storage facilities that provide approximately 57 million barrels of storage capacity, with operations in the United States, Canada and Mexico. Unless otherwise indicated, the terms "NuStar Energy," "we," "our" and "us" are used in this proxy statement to refer to NuStar Energy L.P., one or more of our subsidiaries or all of them taken as a whole.

We are proud of our record of responsible operations and of the resilience and strength our business has shown, across economic cycles and across our asset footprint.

For 2021, our strategic priorities have been:

•reducing our debt;

•funding our business from internally generated cash flows; and

•promoting our commitment to environmental, social and governance (ESG) excellence.

In December 2020, we sold two terminals in Texas City, Texas for $106 million, and, in October 2021, we sold nine U.S. terminal and storage facilities for $250 million. We used the proceeds from the sale of these non-core assets to reduce our debt, which has also improved our debt metrics. In addition, during 2021, we generated solid results and funded all of our expenses, distribution requirements and capital expenditures from internally generated cash flows.

We also reached significant milestones during 2021 to promote our ESG excellence, including:

•launching our sustainability webpage;

•posting our sustainability investor presentation; and

•issuing our inaugural Sustainability Report.

As further described in "Compensation Discussion and Analysis—2021 Performance," we are proud of our performance during 2021. We have continued to ensure safe operations and maintain a safe work environment for our employees while managing our operations with fiscal discipline in a challenging environment. We have strong assets in key strategic locations, and we plan to continue building on our strong foundation to best position NuStar Energy for the future by continuing to optimize our business to increase cash flow and enhance our financial resilience and strength and build sustainable value for our unitholders.

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QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING

Q1: Why am I receiving these materials?

A: We are sending the Notice of Internet Availability of Proxy Materials (Notice) to holders of our outstanding (as defined in our partnership agreement) common units and Series D preferred units on or about March 17, 2022. On this date, you will have the ability to access all of our proxy materials on the website provided in the Notice. The Notice also contains instructions on how to request a paper copy of our proxy materials, if desired.

We are providing these materials in connection with the solicitation by the Board of Directors (the Board) of NuStar GP, LLC, the general partner of our general partner, of proxies to be voted at our 2022 Annual Meeting of Unitholders (the 2022 Annual Meeting) and any adjournments or postponements thereof. We will hold our 2022 Annual Meeting on April 28, 2022 at 11:00 a.m. Central Time via live webcast at www.virtualshareholdermeeting.com/NS2022.

Q2: Who is soliciting my proxy?

A: Our Board is sending you these materials in connection with its solicitation of proxies for use at our 2022 Annual Meeting. Certain of our directors, officers and employees and Morrow Sodali LLC (our proxy solicitor) may also solicit proxies on our behalf by mail, phone, fax or other electronic means, or in person.

Q3: Who is entitled to attend and vote at the 2022 Annual Meeting?

A: Holders of record of our outstanding (as defined in our partnership agreement) common units and Series D preferred units (voting on an as-converted basis) (collectively, our Voting Units) at the close of business on March 1, 2022 (our Unitholders) are entitled to attend and vote on the matters presented at the 2022 Annual Meeting. Our Unitholders will vote together as a single class and are entitled to one vote for each common unit and/or Series D preferred unit held on the March 1, 2022 record date. On March 1, 2022, 110,288,654 common units were outstanding and 23,246,650 Series D preferred units were outstanding.

Q4: How do I participate in the virtual 2022 Annual Meeting?

A: In light of public health concerns regarding the ongoing coronavirus pandemic and to support the health and well-being of our unitholders and other stakeholders, our 2022 Annual Meeting will be held via live webcast. You will be able to attend the 2022 Annual Meeting, vote your units and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NS2022 and entering your 16-digit control number found on your proxy card, voting instruction form or the notice you received related to our 2022 Annual Meeting.

Questions may be submitted during our 2022 Annual Meeting through www.virtualshareholdermeeting.com/NS2022. Your questions must be confined to matters properly presented at and relevant to our 2022 Annual Meeting.

Our 2022 Annual Meeting will begin at 11:00 a.m. Central Time. We encourage you to access our 2022 Annual Meeting before it begins. Online check-in will start approximately fifteen minutes before the start of the meeting on April 28, 2022. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the virtual meeting login page at www.virtualshareholdermeeting.com/NS2022. Technicians will be available to assist you.

Other interested parties may listen to our 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/NS2022 and logging in as a guest. Guests will be able to hear the 2022 Annual Meeting but will not be able to vote or ask a question during the meeting.

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Q5: What constitutes a quorum to conduct business at the 2022 Annual Meeting?

A: Unitholders representing a majority of the Voting Units, voting together as a single class, present in person or by properly submitted proxy, will constitute a quorum.

Your units will be counted as present at the 2022 Annual Meeting if:

•you are present in person (including virtually) at the meeting; or

•you have submitted a proxy over the Internet, by phone or by mail.

Proxies received but marked as abstentions and broker non-votes (described below) will be counted as present for purposes of determining whether a quorum has been achieved.

Q6: If my units are held in street name by my broker or other nominee, will my broker or other nominee vote my units?

A: If you own units through a broker or other nominee, then your units are held in that broker's or nominee's name and you are considered the beneficial owner of units held in street name.

If a broker does not receive specific voting instructions from the beneficial owner, New York Stock Exchange (NYSE) rules govern whether or not the broker is permitted to vote on the beneficial owner's behalf. The NYSE has designated certain categories of proposals as "routine," and brokers are permitted to vote on routine matters at their discretion. However, brokers are prohibited from voting on any matter deemed non-routine, which results in a "broker non-vote" for such proposal. A broker non-vote is treated as "present" for purposes of determining the existence of a quorum. If a proposal requires approval by the vote of a majority of the Voting Units, voting as a single class, represented in person or by proxy and entitled to vote, a broker non-vote constitutes, in effect, a vote against such proposal. However, if a proposal requires approval by a plurality of the votes cast, a broker non-vote has no effect on the outcome.

The election of three Group I directors (Proposal No. 1) and the approval of the advisory resolution on executive compensation (Proposal No. 3) are considered non-routine under applicable NYSE rules. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022 (Proposal No. 2) is a matter considered routine under applicable NYSE rules.

Q7: How do I vote my units?

A: You may submit your proxy over the Internet, by phone or by mail. If you submit your proxy over the Internet, by phone or by returning a signed proxy card by mail, your units will be voted as you indicate. If you sign your proxy card without indicating your vote, your units will be voted in accordance with the recommendations of our Board.

To vote your units electronically during our virtual 2022 Annual Meeting, you will need your 16-digit control number found on your proxy card, voting instruction form or the notice you received related to our 2022 Annual Meeting.

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Q8: What vote is required for each proposal and what is the recommendation of the Board?

A: The table below summarizes the recommendation of the Board, the vote required and the effect of abstentions and broker non-votes with respect to each proposal at the 2022 Annual Meeting.

Proposal

Board Recommendation

Vote Required When a Quorum is Present

Effect of Abstentions

Effect of Broker Non-Votes

Proposal No. 1: Election of Directors

FOR each nominee

Plurality of the votes cast by our Unitholders

No effect on the vote with respect to this proposal

Proposal No. 2: Ratification of Independent Accounting Firm

FOR the ratification of the appointment of KPMG LLP for 2022

Affirmative vote of a majority of the Voting Units (voting as a single class) entitled to vote

Same effect as a vote against this proposal

Voted at broker's discretion; broker non-votes are not expected but Voting Units not voted have the same effect as a vote against this proposal

Proposal No. 3: Advisory Resolution on Executive Compensation (1)

FOR approval of the advisory resolution on executive compensation

Affirmative vote of a majority of the Voting Units (voting as a single class) entitled to vote

Same effect as a vote against this proposal

(1) As an advisory vote, the results of the vote on the advisory resolution on executive compensation are not binding on NuStar Energy, the Compensation Committee or the Board, whether or not the proposal passes under the standards described above.

Q9: Can I change my vote after I have voted by proxy?

A: You may revoke a proxy at any time before voting is closed at the 2022 Annual Meeting by:

•submitting a written revocation to our Corporate Secretary at the address indicated on the cover page of this proxy statement (provided that revocation is received by the Corporate Secretary by 11:59 p.m. Eastern Time on April 27, 2022);

•submitting your valid, signed and later-dated proxy by mail (provided that later-dated proxy is received by 11:59 p.m. Eastern Time on April 27, 2022);

•submitting your valid proxy over the Internet or by phone by 11:59 p.m. Eastern Time on April 27, 2022; or

•voting during the 2022 Annual Meeting, as described in Q7 above.

If instructions to the contrary are not given, your units will be voted as indicated on the proxy and your presence without voting during the 2022 Annual Meeting will not revoke your proxy.

Q10: What should I do if I receive more than one set of voting materials for the 2022 Annual Meeting?

A: You may receive more than one set of voting materials for the 2022 Annual Meeting, and the materials may include multiple proxy cards or voting instruction cards. If you hold units in more than one brokerage account, you will receive voting materials for each account; further, if you hold units directly, but in more than one name (e.g., Jane Smith and Jane A. Smith), you will receive voting materials for each variant. Please complete and submit each proxy card and voting instruction card that you receive, according to its instructions.

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Q11: Who is paying the expense of soliciting proxies?

A: We pay the cost of soliciting proxies and holding our 2022 Annual Meeting. Morrow Sodali LLC will assist us in the distribution of proxy materials and the solicitation of votes for an initial fee of $8,500, plus an additional fee for each unitholder they contact, as well as the reimbursement of out-of-pocket expenses. In addition to distributing the proxy materials, proxies may also be solicited by personal interview, phone and similar means by our directors, officers or employees, who will not receive additional compensation for performing that service. We also will make arrangements with brokers, banks and other nominees for forwarding proxy materials to the beneficial owners of our units, and we will reimburse them for any reasonable expenses that they incur.

Q12: Who do I contact if I have further questions about voting or the 2022 Annual Meeting?

A: You may contact our Corporate Secretarial/Investor Relations Department at 210-918-INVR (4687) or Morrow Sodali LLC at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Unitholders, please call toll free: 1-800-662-5200

Banks and brokerage firms, please call 1-203-658-9400

Email: NS.info@morrowsodali.com

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CORPORATE GOVERNANCE

Board Leadership and Governance

The directors and officers of NuStar GP, LLC, the general partner of our general partner, Riverwalk Logistics, L.P., perform all of our management functions, and we do not have directors or officers. However, for simplicity's sake, in this proxy statement, we refer to the directors of NuStar GP, LLC as our directors or our Board, and we refer to the officers of NuStar GP, LLC as our officers.

Board Structure

Our business is managed under the direction of our Board. Our Board is led by its Chairman, William E. Greehey. As illustrated in the table under "Board Refreshment and Composition" below, 80% of our directors meet the independence requirements of the NYSE listing standards, with the Chairman of our Board and our Chief Executive Officer being the only two members of our Board who are not independent directors. Although the Board believes that separating the roles of Chairman and Chief Executive Officer is appropriate in the current circumstances in light of Mr. Greehey's extensive knowledge and experience regarding our operations and our industry, our Corporate Governance Guidelines do not establish this approach as a policy. The Board also has appointed Dan J. Hill as its independent, presiding director to serve as a point of contact for unitholders wishing to communicate with the Board, lead executive sessions of the non-management directors and ensure independent oversight.

Our Board conducts its business through meetings of the Board and its committees. The Board has standing Audit, Compensation and Nominating/Governance & Conflicts Committees, each of which is composed entirely of directors who meet the independence requirements of the NYSE listing standards. Each committee has a written charter, which is available under the Corporate Governance tab in the Investors section of our website at www.nustarenergy.com.

We have an active and engaged Board. Each incumbent member of our Board attended at least 93% of the meetings of the Board and his or her committees during 2021, with our incumbent directors attending an average of 99.3% of such meetings during 2021. All of our Board members serving at the time attended our 2021 Annual Meeting, and all of our current Board members are invited to attend our 2022 Annual Meeting.

Board Refreshment and Composition

On August 31, 2021, our Board appointed Ed A. Grier and Martin Salinas, Jr. as new members of our Board. Their skills and experiences further enhance our Board's expertise and diversity. On October 27, 2021, James F. Clingman, Jr. retired from our Board, with the Board expressing its gratitude for his years of service. The table below lists the current members and chair of our Board and each standing committee of our Board, the director selected to serve as the independent, presiding director of the Board, the independence and audit committee financial expertise determinations made by our Board with respect to each director, and the number of Board and committee meetings held during 2021. For further information regarding the qualifications, skills and attributes of our Board members, see "Proposal No.1—Election of Directors" below.

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Name

Independent (I) and SEC Audit Committee Financial Expert (FE)

Board of Directors

Audit Committee

Compensation Committee

Nominating/Governance & Conflicts Committee

William E. Greehey

Chair

Bradley C. Barron

J. Dan Bates

I, FE

Chair

Jelynne LeBlanc Burley

William B. Burnett

Ed A. Grier

Dan J. Hill

Presiding

Chair

Robert J. Munch

W. Grady Rosier

Chair

Martin Salinas, Jr.

Number of 2021 Meetings

Director Independence

Independent Directors

Our Board includes one member of management, Bradley C. Barron, our President and Chief Executive Officer, and nine non-management directors. As a limited partnership, NuStar Energy is not required to have a majority of independent directors. However, as illustrated in the table above, the Board has determined that eight of its nine current non-management directors meet the independence requirements of the NYSE listing standards as set forth in the NYSE Listed Company Manual.

The Audit, Compensation and Nominating/Governance & Conflicts Committees of the Board are each composed entirely of directors who meet the independence requirements of the NYSE listing standards. Each member of the Audit Committee also meets the additional independence standards for Audit Committee members set forth in the regulations of the Securities and Exchange Commission (SEC). For further information about the committees, see "Committees of the Board" below.

Independence Determinations

No director qualifies as independent under the NYSE's listing standards unless the Board affirmatively determines that the director has no material relationship with NuStar Energy. As provided for under the NYSE's listing standards, the Board has adopted categorical standards or guidelines to assist the Board in making its independence determinations with respect to each director. A relationship falls within the guidelines adopted by the Board if it:

•is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;

•consists of charitable contributions by NuStar Energy to an organization for which a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization's gross revenue in any of the last three years;

•consists of charitable contributions by NuStar Energy to any organization with which a director, or any member of a director's immediate family, is affiliated as an officer, director or trustee pursuant to a matching gift program of NuStar Energy and made on terms applicable to employees and directors generally, or is in amounts that do not exceed $1 million per year; and

•is not required to be disclosed in this proxy statement.

Annually, we request information from each director concerning their background, employment and affiliations (including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships). Each year, the Board considers the information provided, including information regarding any potential relationships with NuStar Energy. This year, the Board determined that, other than being a member of our Board, a unitholder of NuStar Energy and, if applicable prior to the July 2018 merger pursuant to which NuStar GP Holdings, LLC became a subsidiary of NuStar Energy (the Merger), a member of the board of directors and a unitholder of NuStar GP Holdings, LLC, each of the independent directors named above has either no relationship with NuStar Energy, either directly or as a partner, equityholder or officer of an organization that has

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a relationship with NuStar Energy, or has only immaterial relationships with NuStar Energy, such as serving as a director or trustee of a charitable organization that receives donations from NuStar Energy and its employees or a director of a vendor of NuStar Energy. Therefore, the Board determined that the independent directors named above are independent under the NYSE's listing standards.

Our Corporate Governance Guidelines contain the director qualification standards, including the guidelines listed above, and are available under the Corporate Governance tab in the Investors section of our website at www.nustarenergy.com or are available in print upon request to our Corporate Secretary at corporatesecretary@nustarenergy.com or the address indicated on the cover page of this proxy statement.

Committees of the Board

Audit Committee

The Audit Committee reviews and reports to the Board on various auditing and accounting matters, including the quality, objectivity and performance of our registered public accounting firm (our independent auditors) and our internal audit function, the adequacy of our internal controls over financial reporting and the reliability of financial information reported to the public. The Audit Committee has sole authority as to the retention, evaluation, compensation and oversight of the work of our independent auditors, who report directly to the Audit Committee. The Audit Committee reviews our internal audit plan and all significant internal audit reports. The Audit Committee also monitors financial risk exposures, risk assessment and risk management policies, as well as our compliance with legal and regulatory requirements.

Compensation Committee

As a limited partnership, we are not required by NYSE rules to have a compensation committee. However, our Board has established a Compensation Committee to review and report to the Board on matters related to compensation strategies, policies and programs, including certain personnel policies and policy controls, management development, management succession and benefit programs. As described in "Compensation Discussion and Analysis" below, the Compensation Committee approves the compensation for our executive officers and approves and administers NuStar Energy’s equity compensation plans, incentive bonus plan and all performance measures established for awards under those plans. The Compensation Committee also conducts periodic reviews of director compensation and makes recommendations to the Board regarding director compensation.

Nominating/Governance & Conflicts Committee

As a limited partnership, we are not required by NYSE rules to have a nominating committee. However, our Board created a Nominating/Governance & Conflicts Committee to identify candidates for membership on the Board, recommend director nominees and oversee our Corporate Governance Guidelines and Board assessment process. Pursuant to our partnership agreement and our policy governing related party transactions, the Nominating/Governance & Conflicts Committee also reviews and resolves certain potential conflicts of interest. See "Certain Relationships and Related Party Transactions" below.

Compensation Committee Interlocks and Insider Participation

There are no Compensation Committee interlocks. Mr. Hill (Chairman), Mr. Bates and Mr. Rosier serve as the members of our Compensation Committee. Prior to his retirement from our Board on October 27, 2021, Mr. Clingman served as a member of our Compensation Committee. None of our Compensation Committee members have served as an officer or employee of ours. Furthermore, except for compensation arrangements disclosed in this proxy statement, we have not participated in any contracts, loans, fees or awards, and do not have any financial interests, direct or indirect, with any Compensation Committee member. In addition, none of our management or Board members are aware of any means, directly or indirectly, by which a Compensation Committee member could receive a material benefit from NuStar Energy.

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Risk Oversight

Although management has the day-to-day responsibility of assessing and managing our risk exposure, the Board and its committees oversee those efforts. The Board interfaces regularly with management and receives periodic reports that include updates on topics such as:

Community investment

Financial performance

Cybersecurity

Health, safety & environmental (HSE) program

Diversity & inclusion

Internal controls

Employee wellness

Legal matters

ESG & sustainability

Operational results

The Board as a whole typically discusses and addresses our key strategic risks at its meetings over the course of each year, both as they relate to particular projects or other topics being considered by the Board and in their own right as a separate agenda topic. At least once annually, the Board has a session devoted specifically to strategic planning, including identifying and addressing our strategic risks and potential opportunities, and evaluating matters such as ESG, sustainability and energy transition. The Board also receives detailed reports from management at least annually regarding specific topics, such as cybersecurity and our HSE performance, with monthly updates provided by our President and Chief Executive Officer regarding a variety of matters, including operational, HSE, financial, legal, governance and cybersecurity matters, as applicable. The Board also continues to receive regular reports regarding the COVID-19 pandemic and its impact on NuStar Energy and its employees.

Although our Board retains direct oversight with respect to certain key topics that are broadly applicable across NuStar Energy's business, such as HSE performance; operational performance; strategic planning; ESG performance, sustainability and energy transition; and cybersecurity, the Board has delegated certain oversight responsibilities to its committees. Each committee of the Board reports to the Board on a regular basis, including as appropriate with respect to each committee's risk oversight activities, as illustrated below.

Integrity of financial statements

Compensation program risks

Corporate governance matters

Accounting & audit oversight

Alignment of compensation with

Director independence

Independent auditor oversight

long-term strategy

Board & committee effectiveness

Internal audit oversight

Financial, operational, ESG &

Director nominations

Annual & quarterly disclosures

HSE performance metrics

Annual Board assessment process

Legal & regulatory compliance

Compensation disclosures

Conflicts of interest

Overall risk assessment &

Executive succession planning

management process

We believe that our Board's role in risk oversight is consistent with our leadership structure, with our Chief Executive Officer and other members of management having responsibility for assessing and managing our risk exposure and the Board and its committees providing oversight in connection with those efforts, as illustrated below.

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Governance Documents and Codes of Ethics

We have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer and controller. This code charges the senior financial officers with responsibilities regarding honest and ethical conduct, the preparation and quality of the disclosures in documents and reports we file with or submit to the SEC, compliance with applicable laws, rules and regulations, adherence to the code and reporting of violations of the code.

We also have adopted a Code of Business Conduct and Ethics that applies to our directors and all of our employees, including our officers. Our Code of Business Conduct and Ethics emphasizes NuStar Energy's guiding principles, compliance with applicable laws, rules and regulations and the ethical conduct expected by NuStar Energy, is available in multiple languages and references NuStar Energy's anonymous reporting hotline service administered by a third party, as well as internal resources that are available to discuss any concerns and answer questions regarding the Code of Business Conduct and Ethics and NuStar Energy's policies. Our Code of Business Conduct and Ethics covers topics such as business and financial records, nonpublic information, insider trading, privacy, cybersecurity, conflicts of interest, health and safety, discrimination, harassment, retaliation, acting with integrity and raising concerns. Employees also receive training regarding topics contained in our Code of Business Conduct and Ethics and are asked to attest to their compliance with our Code of Business Conduct and Ethics and various other NuStar Energy policies annually.

We post the following documents on our website at www.nustarenergy.com under the Corporate Governance tab in the Investors section:

•Audit Committee Charter

•Code of Business Conduct and Ethics

•Code of Ethics for Senior Financial Officers

•Compensation Committee Charter

•Corporate Governance Guidelines

•Nominating/Governance & Conflicts Committee Charter

A printed copy of any of these documents also is available to any unitholder upon request. Requests for documents must be in writing and directed to our Corporate Secretary at corporatesecretary@nustarenergy.com or the address indicated on the cover page of this proxy statement.

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Director Candidates

Evaluation of Director Candidates

We strive to maintain an appropriate balance of skills, experiences, diversity and tenure among our Board members. The Nominating/Governance & Conflicts Committee is responsible for assessing the skills and characteristics that candidates for election to the Board should possess, as well as the composition of the Board as a whole. The assessments include qualifications under applicable independence standards and other standards applicable to the Board and its committees, as well as consideration of skills and experience in the context of the needs of the Board. Each candidate must meet certain minimum qualifications, including:

•independence of thought and judgment;

•the ability to dedicate sufficient time, energy and attention to the performance of his or her duties, taking into consideration the nominee's service on other public company boards; and

•skills and expertise complementary to the existing Board members' skills; in this regard, the Board will consider its need for operational, managerial, financial, governmental affairs or other relevant expertise.

The Nominating/Governance & Conflicts Committee may also consider the ability of a prospective candidate to work with the then-existing interpersonal dynamics of the Board and the candidate's ability to contribute to the collaborative culture among Board members. In accordance with our Corporate Governance Guidelines, individuals are considered for membership on the Board based on their character, judgment, integrity, diversity, age, skills (including financial literacy), independence and experience in the context of the overall needs of the Board. Nominees are also selected based on their knowledge about our industry and their respective experience leading or advising large companies. We require that our directors have the ability to exercise good judgment, think critically and work collegially. The Nominating/Governance & Conflicts Committee strives to find the best possible candidates to represent the interests of our company and its unitholders. As part of its self-assessment process, the Nominating/Governance & Conflicts Committee annually evaluates the mix of independent and non-independent directors, the selection and functions of the presiding director and whether the Board has the appropriate range of talents, expertise and backgrounds. Based on this evaluation, the Nominating/Governance & Conflicts Committee determines whether to interview a candidate and, if warranted, will recommend that one or more of its members, other members of the Board or senior management, as appropriate, interview the candidate in person or by phone. After completing this evaluation and interview process, the Nominating/Governance & Conflicts Committee ultimately determines its list of nominees and submits it to the full Board for consideration and approval. As described above under "Board Leadership and Governance—Board Refreshment and Composition," on August 31, 2021, our Board appointed Ed A. Grier and Martin Salinas, Jr. as new members of our Board.

Selection of Director Nominees

The Nominating/Governance & Conflicts Committee solicits recommendations for potential Board candidates from a number of sources, as it deems appropriate, including members of the Board, our officers, individuals personally known to the members of the Board and third-party research. In addition, the Nominating/Governance & Conflicts Committee will consider candidates recommended by unitholders. Any recommendations by a unitholder must be submitted in writing and include the candidate’s name, qualifications for Board membership and sufficient biographical and other relevant information such that an informed judgment as to the recommended candidate's qualifications can be made. Submissions must be directed to our Corporate Secretary at corporatesecretary@nustarenergy.com or the address indicated on the cover page of this proxy statement. The level of consideration that the Nominating/Governance & Conflicts Committee will give to a unitholder's recommended candidate will be commensurate with the quality and quantity of information about the candidate that the recommending unitholder makes available to the Nominating/Governance & Conflicts Committee. The Nominating/Governance & Conflicts Committee will consider all candidates identified through the processes described above and will evaluate each of them on the same basis. In addition, in order to nominate a person for election as a director at an annual unitholder meeting, our partnership agreement requires unitholders to follow certain procedures, including providing timely notice, as described under "Additional Information—Advance Notice Required for Unitholder Proposals and Nominations for the 2023 Annual Meeting" below, and providing the information specified in our partnership agreement.

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Communications with the Board of Directors

Unitholders and other interested parties may communicate with the Board, the non-management directors or the independent, presiding director by sending a written communication addressed to "Board of Directors," "Non-Management Directors" or "Presiding Director" in care of our Corporate Secretary at corporatesecretary@nustarenergy.com or the address indicated on the cover page of this proxy statement. In general, any unitholder communication will be distributed in accordance with the unitholder's instructions; however, we reserve the right not to distribute any items that are unrelated to the duties and responsibilities of the Board or materials that are abusive, threatening or otherwise inappropriate. Additional requirements for certain types of communications are stated below under the caption "Additional Information—Advance Notice Required for Unitholder Proposals and Nominations for the 2023 Annual Meeting."

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

Our Board is divided into three groups for purposes of election. Three Group I directors will be elected at our 2022 Annual Meeting to serve a three-year term that will expire at our 2025 Annual Meeting.


ü			Our Board recommends that you vote "FOR" the nominees.

As described above under "Questions and Answers about the 2022 Annual Meeting," our partnership agreement provides that the nominees for Group I directors will be elected by a plurality of the votes cast by our Unitholders. Votes "withheld" from a nominee will not count against the election of that nominee.

If any nominee is unavailable as a candidate at the time of our 2022 Annual Meeting, either the number of directors constituting the full Board will be reduced to eliminate any vacancy or the persons named as proxies will use their best judgment in voting for any available nominee. The Board has no reason to believe that the current nominees will be unable to serve.

Mr. Bates, Mr. Grier and Mr. Hill are the nominees for election as Group I directors at our 2022 Annual Meeting. There is no family relationship among any of our executive officers or directors, and there is no arrangement or understanding between any director or other person pursuant to which the director was or is to be selected as a director or nominee.

Board Refreshment and Composition

Our directors represent a range of backgrounds and experiences. We believe that the mix of qualifications, skills and attributes of our Board members enhances our Board's effectiveness and is aligned with our long-term strategy. We strive to maintain an appropriate balance of skills, experiences, diversity and tenure. On August 31, 2021, our Board appointed Ed A. Grier and Martin Salinas, Jr. as new members of our Board. As described in their biographical information below, their skills and experiences further enhance our Board's expertise and diversity. Among other attributes, as a group, our Board possesses a wide range of skills and experiences, including with respect to:

Energy, commodities & other regulated industries

Government

Transportation & logistics

Healthcare

Accounting & internal controls

Mental health & wellness

Finance & banking

Technology

Executive service at large private or public companies

Academic research

We do not maintain term limits for directors as we believe that continuity of service can provide stability and valuable insight. Further, varying director tenure helps transition knowledge from longer-serving directors to those newer to our Board. As of the 2022 Annual Meeting, the average age of our incumbent directors is 69, and the average tenure on our Board is nine years.

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Nominees for Election as Group I Directors


						J. Dan Bates
						Biographical Information:
						Mr. Bates served as President and Chief Executive Officer of the Southwest Research Institute, a San Antonio, Texas-based independent, non-profit research and development organization, from 1997 until October 2014 and continues to serve as a director and as President Emeritus of the Southwest Research Institute. He also currently serves as a director of Signature Science L.L.C. Mr. Bates served as a director of Broadway Bank and Broadway Bankshares, Inc. from 2011 until April 2020. Mr. Bates is a C.P.A. and he served as Chairman or Vice Chairman of the board of directors of the Federal Reserve Bank of Dallas' San Antonio Branch from January 2005 through December 2009.

Age: 77						Qualifications:
Group I Director: Term expires 2025 (if elected)						Mr. Bates' pertinent experience, qualifications, attributes and skills include his financial literacy and expertise, managerial experience and background in science and technology through his years leading the Southwest Research Institute, and the knowledge and experience he has attained through his service as a director of multiple entities, including financial institutions, the San Antonio Branch of the Federal Reserve Bank of Dallas and NuStar GP, LLC.
Director Since: 2006
Committees: Audit (Chair); Compensation


						Ed A. Grier
						Biographical Information:
						Mr. Grier has served as the Dean of the Leavey School of Business at Santa Clara University in California since July 2021. From March 2010 to June 2021, he served as the Dean of the Virginia Commonwealth University (VCU) School of Business. Prior to joining VCU, Mr. Grier spent approximately 29 years with the Walt Disney Company beginning in 1981, serving as the President of the Disneyland Resort from 2006 until 2010. Mr. Grier held various other senior financial and operational roles during his career with Disney. Mr. Grier has served as a director of Witt/Kiefer (an executive search firm) since 2016 and various Morgan Stanley mutual funds since 2022. Previously, he served as a director of NVR, Inc. from 2013 to 2020 and Sonida Senior Living, Inc. (formerly known as Capital Senior Living Corporation) from 2016 to 2021.

Age: 67						Qualifications:
Group I Director: Term expires 2025 (if elected)						Mr. Grier's pertinent experience, qualifications, attributes and skills include his financial literacy and his innovation and experience managing large, diverse employee populations and major capital projects in leadership positions with the Walt Disney Company, as well as the knowledge and experience he has attained through his leadership of the Leavey and VCU Schools of Business and his service as a director of multiple entities, including Sonida Senior Living, Inc., various Morgan Stanley mutual funds, NVR, Inc. and NuStar GP, LLC.
Director Since: 2021
Committees: Nom./Gov. & Conflicts

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						Dan J. Hill
						Biographical Information:
						From February 2001 through May 2004, Mr. Hill served as a consultant to El Paso Corporation. Prior to that, he served as President and Chief Executive Officer of Coastal Refining and Marketing Company. In 1978, Mr. Hill was named as Senior Vice President of the Coastal Corporation and President of Coastal States Crude Gathering. In 1971, he began managing Coastal’s NGL business. Previously, Mr. Hill worked for Amoco and Mobil.

Age: 81						Qualifications:
Group I Director: Term expires 2025 (if elected)						Mr. Hill's pertinent experience, qualifications, attributes and skills include his breadth of managerial and operational experience in multiple sectors of the oil and gas industry, and the knowledge and experience he has attained through his service as a director of NuStar GP, LLC.
Director Since: 2004
Committees: Audit; Compensation (Chair); Independent Presiding Director

Other Directors


						Bradley C. Barron
						Biographical Information:
						Mr. Barron has served as President and Chief Executive Officer of NuStar GP, LLC since January 2014. Prior to the Merger, Mr. Barron also served as President, Chief Executive Officer and a director of NuStar GP Holdings, LLC since January 2014. He served as Executive Vice President and General Counsel of NuStar GP, LLC and NuStar GP Holdings, LLC from February 2012 until his promotion in January 2014. From April 2007 to February 2012, he served as Senior Vice President and General Counsel of NuStar GP, LLC and NuStar GP Holdings, LLC. Mr. Barron also served as Secretary of NuStar GP, LLC and NuStar GP Holdings, LLC from April 2007 to February 2009. He served as Vice President, General Counsel and Secretary of NuStar GP, LLC from January 2006 until April 2007 and as Vice President, General Counsel and Secretary of NuStar GP Holdings, LLC from March 2006 until his promotion in April 2007. He has been with NuStar GP, LLC since July 2003 and, prior to that, was with Valero Energy Corporation (Valero Energy) from January 2001 to July 2003.

Age: 56						Qualifications:
Group III Director: Term expires 2024						Mr. Barron's pertinent experience, qualifications, attributes and skills include his many years of experience in the refining and logistics industries and the extensive knowledge and experience he has attained through his service as an executive officer and director of NuStar GP, LLC and NuStar GP Holdings LLC.
Director Since: 2014
Committees: None; President and Chief Executive Officer

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						Jelynne LeBlanc Burley
						Biographical Information:
						Prior to the Merger, Ms. Burley served as a director of NuStar GP Holdings, LLC from April 2013 until July 2018. She has served as President and Chief Executive Officer of The Center for Health Care Services since May 1, 2017. From August 2013 through February 2016, Ms. Burley served as Group Executive Vice President and Chief Delivery Officer of CPS Energy. Prior thereto, she served as Executive Vice President - Corporate Support Services and Chief Administrative Officer of CPS Energy since August 2010. She served as the Acting General Manager of CPS Energy from November 2009 to July 2010 and as Senior Vice President - Chief Administrative Officer at CPS Energy from April 2008 to November 2009. Prior to her services at CPS Energy, Ms. Burley was the Deputy City Manager for the City of San Antonio from February 2006 to February 2008.

Age: 61						Qualifications:
Group II Director: Term expires 2023						Ms. Burley's pertinent experience, qualifications, attributes and skills include her leadership experience and knowledge gained through her years as an executive at The Center for Health Care Services and CPS Energy, her decades of service with the City of San Antonio, and the knowledge and experience attained through her service as a director and audit committee member of several large non-profit organizations and as a director of NuStar GP Holdings, LLC and NuStar GP, LLC.
Director Since: 2018
Committees: Nom./Gov. & Conflicts


						William B. Burnett
						Biographical Information:
						Prior to the Merger, Mr. Burnett served as a director of NuStar GP Holdings, LLC from August 2006 until July 2018. Mr. Burnett served as the Chief Financial Officer of Lucifer Lighting Company (Lucifer), a San Antonio, Texas-based manufacturer of architectural lighting products, from 2004 to 2007 and as a director of Lucifer from 2004 to 2009. Mr. Burnett is a C.P.A. and, in 2001, he retired as a partner with Arthur Andersen LLP after 29 years of service.

Age: 72						Qualifications:
Group III Director: Term expires 2024						Mr. Burnett's pertinent experience, qualifications, attributes and skills include his financial literacy and expertise, and his managerial experience through his years at Arthur Andersen LLP and Lucifer, and the knowledge and experience he has attained through his service as a director of NuStar GP Holdings, LLC and NuStar GP, LLC.
Director Since: 2018
Committees: Audit


						William E. Greehey
						Biographical Information:
						Mr. Greehey became Chairman of our Board in January 2002. Prior to the Merger, he also served as the Chairman of the board of directors of NuStar GP Holdings, LLC since March 2006. Mr. Greehey served as Chairman of the board of directors of Valero Energy from 1979 through January 2007. Mr. Greehey was Chief Executive Officer of Valero Energy from 1979 through December 2005, and President of Valero Energy from 1998 until January 2003.

Age: 85						Qualifications:
Group II Director: Term expires 2023						Mr. Greehey's pertinent experience, qualifications, attributes and skills include his decades of experience in virtually every aspect of the refining an

SEC Form DEF 14A filed by NuStar Logistics, L.P.