ns-20240306

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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


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 paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2024 ANNUAL MEETING OF UNITHOLDERS


Date and Time:	April 23, 2024 at 11:00 a.m. Central Time

Place:	Our 2024 Annual Meeting will be held virtually via live webcast at: www.virtualshareholdermeeting.com/NS2024 You will not be able to attend the meeting in person.

Agenda:	(1)	Elect three Group III directors;
	(2)	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024; and
	(3)	Transact any other business properly brought before the meeting or any adjournment or postponement thereof.

Record Date:	Holders of record of our outstanding common units as of the close of business on February 29, 2024 are entitled to vote at our 2024 Annual Meeting.

Voting:	Whether or not you plan to attend the 2024 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, follow the instructions that you receive from your broker or nominee to ensure that your units are voted.

	Submitting your proxy will not prevent you from attending our 2024 Annual Meeting and voting during the virtual meeting.

Notice of Internet Availability:	On or about March 14, 2024, we will send to holders of our outstanding common units as of the Record Date a Notice of Internet Availability of Proxy Materials containing instructions on how to access on the internet our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2023, and how to submit a proxy online (www.proxyvote.com). The Notice will also contain instructions on how to request paper copies of our proxy materials.

By order of the Board of Directors,

Steve Gilbert

Vice President, Assistant General Counsel and Corporate Secretary

NuStar Energy L.P.

19003 IH-10 West

San Antonio, Texas 78257

March 6, 2024

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TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE MEETING		1
INFORMATION ABOUT NUSTAR ENERGY L.P.		4
CORPORATE GOVERNANCE		4
	Board Structure and Governance	4
	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
	Evaluation and Selection of Director Candidates	11
	Communications with the Board of Directors	12
PROPOSAL NO. 1—ELECTION OF DIRECTORS		13
	Nominees for Election	13
	Other Directors	15
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		18
COMPENSATION COMMITTEE REPORT		20
COMPENSATION DISCUSSION AND ANALYSIS		20
	Executive Compensation Philosophy	20
	2023 Performance	20
	Executive Compensation Programs	21
	Elements of Executive Compensation	25
	Impact of Accounting Treatment	34
	Compensation-Related Policies	34
EVALUATION OF COMPENSATION RISK		35
SUMMARY COMPENSATION TABLE		36
PAY RATIO		39
GRANTS OF PLAN-BASED AWARDS		40
OUTSTANDING EQUITY AWARDS		41
OPTION EXERCISES AND UNITS VESTED		42
PENSION BENEFITS		43
NONQUALIFIED DEFERRED COMPENSATION		45
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL		46
PAY VERSUS PERFORMANCE		50
DIRECTOR COMPENSATION		55
SECURITY OWNERSHIP		57
	Security Ownership of Management and Directors	57
	Security Ownership of Certain Beneficial Owners	59
	Equity Compensation Plan Information	60
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		61
	Related Person Transaction Policy	61
	Transactions with Management and Others	61

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PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF KPMG LLP		62
KPMG LLP FEES		62
AUDIT COMMITTEE PRE-APPROVAL POLICY		63
AUDIT COMMITTEE REPORT		63
ADDITIONAL INFORMATION		64
	Advance Notice Required for Unitholder Proposals and Nominations for the 2025 Annual Meeting	64
	Other Business	64
	Financial Statements	64
	Householding	64
	Transfer Agent	65

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NUSTAR ENERGY L.P.

PROXY STATEMENT

2024 ANNUAL MEETING OF UNITHOLDERS

scheduled to be held on April 23, 2024

QUESTIONS AND ANSWERS ABOUT THE MEETING

Q1: Why am I receiving these materials?

A: 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 2024 Annual Meeting of Unitholders (the 2024 Annual Meeting) and any adjournments or postponements thereof. We plan to hold our 2024 Annual Meeting virtually on April 23, 2024, at 11:00 a.m. Central Time via live webcast at:

www.virtualshareholdermeeting.com/NS2024

We will send the Notice of Internet Availability of Proxy Materials (Notice) to holders of our outstanding common units as of the Record Date (defined below) on or about March 14, 2024. On this date, unitholders will have the ability to access all of our proxy materials on the website provided in the Notice. The Notice will also contain instructions on how to request a paper copy of our proxy materials.

Q2: Who is soliciting my proxy?

A: Our Board is sending these materials in connection with its solicitation of proxies for use at our 2024 Annual Meeting. Morrow Sodali LLC (our proxy solicitor) and certain of our directors, officers and employees may also solicit proxies on our behalf by mail, phone or other electronic means, or in person.

Q3: Who is entitled to attend and vote at the 2024 Annual Meeting?

A: Holders of record of our outstanding (as defined in our partnership agreement) common units (collectively, our Voting Units) at the close of business on February 29, 2024 (our Unitholders) are entitled to attend and vote on the matters presented at the 2024 Annual Meeting. Our Unitholders will vote together as a single class and are entitled to one vote for each common unit held on February 29, 2024 (the Record Date). On the Record Date, 126,535,271 common units were outstanding.

Q4: How do I participate in the virtual 2024 Annual Meeting?

A: Our 2024 Annual Meeting will be held virtually via live webcast. You will be able to attend the meeting, vote your units and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NS2024 and entering your 16-digit control number. That number may be found on your proxy card, voting instruction form or the notice you received related to our 2024 Annual Meeting.

Questions regarding matters presented at the 2024 Annual Meeting may be submitted during the meeting through the virtual meeting's website. Additional information regarding rules and procedures for participating in the virtual meeting will be provided in the meeting rules of conduct, which you will be able to view during the meeting on the meeting website.

Our 2024 Annual Meeting will begin at 11:00 a.m. Central Time. We encourage you to log in to the website using your 16-digit control number and access the webcast early—beginning approximately 15 minutes before the start of the meeting. If you experience technical difficulties, you may contact the technical support number that will be posted on the virtual meeting's log-in page. Technicians will be available to assist you.

Q5: What constitutes a quorum to conduct business at the 2024 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. Proxies received but marked as abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

Your units will be counted as present at the 2024 Annual Meeting if:

•you are present in person at the meeting; or

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

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Q6: If my units are held in "street name" by my broker or other nominee, will my broker or other nominee vote my units? What is a broker non-vote?

A: If you own units through a broker or other nominee, your units are held in that broker's or nominee's name and you are considered the "beneficial owner" (not the "record 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 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. Brokers are prohibited, however, from voting on any matter that is deemed non-routine, which results in a broker non-vote for that 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 has the effect of a vote against such proposal. But if a proposal requires approval by a plurality of the votes cast, a broker non-vote has no effect on the outcome.

Proposal No. 1 is considered non-routine under applicable NYSE rules. Proposal No. 2 is considered to be a routine matter by the NYSE.

Q7: How do I vote my units?

A: You may vote 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 voting preferences, your units will be voted in accordance with the Board's recommendations.

To vote during the virtual 2024 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 2024 Annual Meeting.

Q8: What vote is required for each proposal? What are the Board's recommendations?

A: The Board's recommendations are stated below, as well as the vote required for each proposal and the effect of abstentions and broker non-votes.

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

Proposal No. 2: Ratification of KPMG LLP as our Independent Accounting Firm

FOR

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

Broker non-votes are not expected, but Voting Units not voted have the same effect as a vote against this proposal

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

A: Yes. You may revoke a proxy before voting is closed at the 2024 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 22, 2024);

•submitting your valid, signed and later-dated proxy by mail (provided that the later-dated proxy is received by 11:59 p.m. Eastern Time on April 22, 2024);

•submitting your valid proxy over the internet or by phone by 11:59 p.m. Eastern Time on April 22, 2024; or

•voting during the 2024 Annual Meeting.

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 2024 Annual Meeting will not revoke your proxy.

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Q10: What should I do if I receive more than one set of voting materials for the 2024 Annual Meeting?

A: You may receive more than one set of voting materials for the 2024 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., Jennifer Smith and Jennifer Alice 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.

Q11: Who is paying the expense of soliciting proxies?

A: We pay the cost of soliciting proxies and holding our 2024 Annual Meeting. Morrow Sodali LLC will assist us in the distribution of proxy materials and the solicitation of votes for an initial fee of $10,000, plus an additional fee for each unitholder they contact, as well as the reimbursement of out-of-pocket expenses. In addition to distributing 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 reimburse them for any reasonable expenses that they incur.

Q12: How does the Merger Agreement with Sunoco impact the 2024 Annual Meeting?

A: As previously disclosed, on January 22, 2024, NuStar Energy entered into a definitive agreement (the Merger Agreement), whereby Sunoco LP (Sunoco) will acquire NuStar Energy in an all-equity transaction (the Sunoco Merger).

You will NOT be asked to take any action at the 2024 Annual Meeting regarding the Merger Agreement and the Sunoco Merger. Only those proposals described in this proxy statement and in the accompanying Notice are being brought before our Unitholders to consider and vote on at the 2024 Annual Meeting. We expect to hold a separate, special meeting regarding the Merger Agreement and the Sunoco Merger.

For additional information relating to the pending Sunoco Merger, please refer to the preliminary Registration Statement on Form S-4 filed by Sunoco with the SEC on February 26, 2024, which contains our preliminary proxy statement relating to the Sunoco Merger, as well as any additional materials we or Sunoco may file with the SEC. After the aforementioned registration statement is declared effective by the SEC, we intend to file with the SEC, and mail to the common unitholders, a definitive proxy statement relating to the Sunoco Merger.

Q13: Who do I contact if I have further questions about voting or the 2024 Annual Meeting?

A: You may contact our Corporate Secretary/Investor Relations Department at 210-918-INVR (4687) or Morrow Sodali LLC (our proxy solicitor) 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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INFORMATION ABOUT NUSTAR ENERGY L.P.

NuStar Energy L.P. (NYSE: NS) is a Delaware limited partnership based in San Antonio, Texas. Unless otherwise indicated, the terms "NuStar Energy," "NuStar," "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. As of December 31, 2023, our assets included approximately 9,500 miles of pipeline and 63 terminal and storage facilities, which provide approximately 49 million barrels of storage capacity.

As previously disclosed, on January 22, 2024, NuStar Energy entered into the Merger Agreement, whereby Sunoco will acquire NuStar Energy in an all-equity transaction.

CORPORATE GOVERNANCE

Board Structure 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; we do not have directors or officers. 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, Bradley C. Barron. He serves as Chairman of the Board, President and Chief Executive Officer (CEO). Ninety percent of our directors meet the independence requirements of the NYSE listing standards. Mr. Barron, as a member of management, is not deemed to be an independent director.

Our Board conducts its business through regular and special 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 on our website at www.nustarenergy.com (Investors > Corporate Governance).

We have an active and engaged Board. Each member of our Board attended 100% of the meetings of the Board and his or her committees during 2023. All of our Board members serving at the time attended our 2023 Annual Meeting, and all of our Board members are invited to attend our 2024 Annual Meeting.

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Our Corporate Governance Guidelines require the Board to elect from its non-management members, a presiding lead director for meetings of the non-management directors. The Board has appointed Dan J. Hill as its independent, presiding lead director to: (i) lead executive sessions of the non-management directors; (ii) ensure independent oversight of the Board; (iii) provide input on Board and committee agendas; and (iv) serve as a point of contact for unitholders wishing to communicate with the Board. In addition, Mr. Hill may request Board consideration of matters relating to risk, as well as provide input on the design of the Board itself. Per our Corporate Governance Guidelines, each Board member (not just the presiding lead director or the Chairman) is free to suggest the inclusion of items on Board and committee agendas and is free to raise for discussion at any Board or committee meeting subjects that are not on the formal agenda for that meeting.

Given the strong independent leadership of Mr. Hill and the fully independent committees of the Board, the Board believes that it is appropriate for Mr. Barron to serve in the combined roles of Chairman and CEO. The Board values Mr. Barron's extensive knowledge and experience regarding our operations and industry, as well as his leadership and regular practice of engaging with, and seeking input from, the independent directors on the Board. Mr. Barron's knowledge and experience are described in his biographical information in this proxy statement under the caption, "Proposal No. 1 Election of Directors—Nominees for Election."

Our Corporate Governance Guidelines do not require an independent Chairman. The Board believes that the issue of combining or separating the roles of Chairman and CEO is best addressed as part of NuStar's overall succession planning process and that it is in the best interests of NuStar for the Board to make any determination regarding separation of such offices upon any election of a new CEO or Chairman of the Board.

For so long as Mr. Barron remains our Chairman of the Board, we do not feel that it would be appropriate to speculate on circumstances under which our Board might determine that it is appropriate to separate the Chairman and CEO positions. However, were such a change to occur, we would publicly disclose such a change in a timely manner through a press release and/or Current Report on Form 8-K, as appropriate. Absent unforeseen circumstances, we generally would not expect to seek prior input from our unitholders regarding Mr. Barron's potential successor to the role of Chairman because our Corporate Governance Guidelines provide that such determination would be made by our Board. Our unitholders have the ability to express their opinions on the issue during our periodic engagements with them and when they vote on the election of our directors.

As disclosed in this proxy statement under the caption, "Corporate Governance—Risk Oversight," management has the day-to-day responsibility of assessing and managing our risk exposure, and the Board and its committees oversee those efforts. All members of our Board, including our presiding lead director, are empowered and encouraged to recommend agenda items for Board meetings, bring matters for discussion before the entire Board or during separate executive sessions of the non-management directors, including matters related to risk oversight or the structure and design of the Board itself.

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Board Composition

The table below lists (i) the current members of our Board and each standing committee, (ii) the director selected to serve as the independent, presiding lead director, (iii) the independence and audit committee financial expertise determinations made by our Board and (iv) the number of Board and committee meetings held during 2023. For further information regarding the qualifications, skills and attributes of our Board members, see "Proposal No.1 Election of Directors."

Name

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

Board of Directors

Audit Committee

Compensation Committee

Nominating/Governance & Conflicts Committee

Bradley C. Barron

Chairman

J. Dan Bates

I, FE

Chair

Jelynne LeBlanc Burley

William B. Burnett

Ed A. Grier

Dan J. Hill

Presiding Lead Director

Chair

Robert J. Munch

W. Grady Rosier

Chair

Martin Salinas, Jr.

Suzanne Allford Wade

Number of Meetings in 2023

Refreshment and Diversity

On February 15, 2023, our Board elected Suzanne Allford Wade as a new member of the Board. In 2021, Ed A. Grier and Martin Salinas, Jr. were elected as new directors. The skills and experience of the Board's newest members further enhance our Board's diversity and expertise. We do not have term limits for directors as we believe that continuity of service can provide stability and valuable insight. We believe that varying director tenure helps transition knowledge from longer-serving directors to those newer to the Board.

As of the 2024 Annual Meeting, the average age of our incumbent directors is 69, and the average tenure on our Board is 8.5 years. Three of our directors have been on the Board for less than five years.

SG - Independence Diversity Age Tenure (2).jpg

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The following table discloses the gender diversity and racial/ethnic diversity of our Board members.

Name

Gender Diversity

Racial/Ethnic Diversity

Jelynne LeBlanc Burley

Ed A. Grier

Martin Salinas, Jr.

Suzanne Allford Wade

Total

Board Skills

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, experience, diversity and tenure. As described in our directors' 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 experience, including with respect to:

Energy, commodities & other regulated industries

Government

Transportation & logistics

Healthcare

Accounting & internal controls

Mental health & wellness

Finance & banking

Technology

Human capital

Advertising & marketing

Executive leadership

Academic research

Director Independence

Independent Directors

Our Board includes one member of management, Bradley C. Barron, and nine non-management directors. Because NuStar Energy is a limited partnership, we are not required to have a majority of independent directors. However, the Board has determined that nine of its ten directors meet the independence requirements of the NYSE listing standards.

The Board's Audit, Compensation and Nominating/Governance & Conflicts Committees are 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. 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 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 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 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.

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We request information every year from our directors 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. This year the Board determined that, other than being a member of our Board or a unitholder of NuStar, each of the independent directors named above has either no relationship with NuStar, either directly or as a partner, equityholder or officer of an organization that has a relationship with NuStar, or has only immaterial relationships with NuStar, such as serving as a director or trustee of a charitable organization that receives donations from NuStar and its employees. Therefore, the Board determined that the independent directors named above are independent under the NYSE's listing standards.

Our Corporate Governance Guidelines contain director qualification standards, including the guidelines listed above, and are available on our website at www.nustarenergy.com (Investors > Corporate Governance) and 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 the NYSE listing standards 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’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 the NYSE listing standards 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 certain potential conflicts of interest. See "Certain Relationships and Related Party Transactions" below.

Compensation Committee Interlocks and Insider Participation

Mr. Hill, Mr. Bates, Mr. Rosier and Ms. Wade are the members of our Compensation Committee. There are no Compensation Committee interlocks. None of our Compensation Committee members has served as one of our officers or employees. Except for the director 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 is 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

Management has the day-to-day responsibility of assessing and managing our risk exposure, and the Board and its committees oversee those efforts. The oversight of risk is shared by the full Board and its committees. The Board and its committees interface regularly with management and receive periodic reports that include updates on topics such as:

Capital markets

Financial performance & reporting

Climate and energy transition

Health, safety & environmental (HSE)

Community investment

Human capital & employee wellness

Cybersecurity

Internal controls

Diversity & inclusion

Operational results

ESG & sustainability

Regulatory and legal matters

The full Board regularly discusses and addresses our key strategic risks at its meetings over the course of each year—whether as separate agenda items or as risks that relate to a particular project or other topic being considered by the Board. At each regularly scheduled meeting, the Board reviews reports and presentations from management on risks relating to: (i) cybersecurity; (ii) health, safety and environmental; (iii) ESG and sustainability; (iv) operations; (v) regulatory and legal; and (vi) financial position and markets.

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. At the Board's most recent strategic planning session, key areas of focus and discussion included, among other things, risks related to: (i) capital and financial markets; (ii) inflation; (iii) interest rates; (iv) demand for and price of crude oil, refined products and renewable fuels; (v) ESG, sustainability and energy transition; (vi) investor sentiment; and (vii) the pace of consolidation of the number of traditional master limited partnerships.

Outside regularly scheduled meetings, the Board also receives periodic reports from management on specific topics such as cybersecurity and HSE performance, with monthly updates provided by our President and CEO regarding a variety of matters, including operational, HSE, financial, legal, governance and cybersecurity issues.

Our full Board retains direct oversight over key topics that are broadly applicable across NuStar Energy's business such as: HSE performance; operational performance; cybersecurity; strategic planning; ESG performance; sustainability; climate risk and energy transition. Due to the central role of these matters at our company, our Board believes that such matters and risks should be addressed by the entire Board.

The Board has delegated certain additional oversight responsibilities to its independent committees. Each committee reports to the Board on a regular basis, including with respect to each committee's risk oversight activities as illustrated below. The duties and responsibilities of the independent committees are further described above under the caption, "Committees of the Board."

Audit Committee

Compensation Committee

Nominating/Governance & Conflicts Committee

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 CEO 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.

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We also have a chief compliance officer. As disclosed in our Code of Business Conduct and Ethics, Amy L. Perry, Executive Vice President–Strategic Development and General Counsel, serves as our Governance, Ethics and Compliance Officer. As a member of our management's Executive Committee, Ms. Perry reports directly to our President and CEO and attends all meetings of our Board of Directors.

We also have several management-level committees that assess and manage various areas of risk. They are our: (i) Sustainability Committee; (ii) Governance, Ethics & Compliance Committee; (iii) Cyber Risk Governance Committee; and (iv) Financial Reporting & Disclosure Committee. Members of the committees include executive officers, mid-level officers and subject-matter experts from our employee base.

Our risk oversight and leadership structure is illustrated below.

SG - Risk Oversight Structure Waterfall.jpg

We believe that risks should be assessed over multiple time horizons (short, intermediate and long-term) and on a continuous basis throughout the year. We consult regularly (often quarterly) with external and internal subject-matter experts and advisors regarding anticipated future threats, trends and risks that may be applicable to our company, our industry and our operations.

Our disclosure controls and procedures are part of, and therefore are aligned with, our risk oversight process. In compliance with Rule 13a-15(b) of the Securities Exchange Act of 1934 and Item 307 of Regulation S-K, each quarter our management evaluates, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period and discloses in our periodic reports management's conclusions regarding the effectiveness of our disclosure controls and procedures. Prior to such public disclosure, those evaluations and conclusions are discussed with the Audit Committee in connection with its review of our annual and quarterly reports, including our financial and risk disclosures contained in those reports, thus enabling the Board and its committees to provide effective risk oversight.

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.

We intend to satisfy disclosure requirements regarding an amendment to, or a waiver from, a provision of either of these codes that: (i) applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; and (ii) relates to any element of the code of ethics definition enumerated in paragraph (b) of Regulation S-K Item 406 by posting such information on our website.

Our Code of Business Conduct and Ethics emphasizes NuStar's guiding principles, compliance with applicable laws, rules and regulations and the ethical conduct expected by NuStar. The code is available in English and Spanish. The code also describes our anonymous reporting hotline, which is administered by a third party, as well as internal resources that are available to address any concerns and questions regarding the Code of Business Conduct and Ethics and our policies. Our Code of Business

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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 required to attest annually to their compliance with our Code of Business Conduct and Ethics and other policies.

We post the following documents on our website at www.nustarenergy.com (Investors > Corporate Governance):

•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 these documents 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.

Evaluation and Selection of Director Candidates

Evaluation of Director Candidates

Our Board strives to maintain an appropriate balance of skills, experience, diversity and tenure among its 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 committee assesses (i) qualifications under applicable independence standards, (ii) other standards applicable to the Board and its committees and (iii) 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, information technology or other relevant expertise.

The Nominating/Governance & Conflicts Committee also considers the ability of a candidate to work with the then-existing interpersonal dynamics of the Board and to contribute to the collaborative culture among our directors. In accordance with our Corporate Governance Guidelines, individuals are considered for Board membership based on their character, judgment, integrity, gender diversity, racial/ethnic diversity, age, skills, financial literacy, independence and experience in the context of the overall needs of the Board. Nominees are also selected based on their knowledge of our industry and their experience leading or advising large companies. We require our directors to 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 NuStar and its unitholders. As part of its self-assessment process, the committee annually evaluates the mix of independent and non-independent directors, the selection and functions of the presiding lead director and whether the Board has the appropriate range of talents, expertise and backgrounds. Based on its 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 committee ultimately determines its list of nominees and submits it to the full Board for consideration and approval. On February 15, 2023, the committee recommended, and the full Board appointed, Suzanne Allford Wade as a new director.

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 our directors and third-party research. In addition, the committee will consider candidates recommended by unitholders. The level of consideration that the 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 committee. The committee will consider all candidates identified through the processes described above and will evaluate each of them on the same basis.

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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 the address indicated on the cover page of this proxy statement or at corporatesecretary@nustarenergy.com. To nominate a person for election as a director at an annual unitholder meeting, our partnership agreement requires unitholders to follow specific procedures—including providing timely notice—as described in this proxy statement under the caption, "Additional Information—Advance Notice Required for Unitholder Proposals and Nominations for the 2025 Annual Meeting," and providing the information specified in our partnership agreement.

Communications with the Board of Directors

Unitholders and other interested parties may communicate with the Board, the non-management directors or the independent, presiding lead director by sending a written communication addressed to "Board of Directors," "Non-Management Directors" or "Presiding Lead 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 2025 Annual Meeting."

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

Our partnership agreement divides our Board members into three groups for purposes of election. Three Group III directors will be elected at our 2024 Annual Meeting. Upon election, the Group III directors will serve a three-year term.


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

Our partnership agreement provides that the nominees for director 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 2024 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.

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.

Nominees for Election

Mr. Barron, Mr. Burnett and Mr. Rosier are the nominees for election as Group III directors at our 2024 Annual Meeting.


						Bradley C. Barron
						Biographical Information:
						Mr. Barron serves as our Chairman of the Board, President and Chief Executive Officer. Mr. Barron was elected Chairman of the Board in October 2022. He has served as President and Chief Executive Officer of NuStar GP, LLC since January 2014. Prior to the 2018 merger pursuant to which NuStar GP Holdings, LLC became a wholly owned subsidiary of NuStar Energy L.P., Mr. Barron also served as President, Chief Executive Officer and a director of NuStar GP Holdings, LLC. He served as Executive Vice President and General Counsel of NuStar GP, LLC and NuStar GP Holdings, LLC from 2012 until his promotion in 2014. From 2007 to 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 2007 to 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 2006 to 2007. He has been with NuStar GP, LLC since 2003 and, prior to that, was with Valero Energy Corporation from 2001 to 2003.

Age: 58						Qualifications:
Group III Director: Term expires 2027 (if elected)						Mr. Barron's pertinent experience, qualifications, attributes and skills include his many years of experience in the logistics and refining 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 and his service on the boards of several non-profit organizations, including the Federal Reserve Bank of Dallas's San Antonio Branch, the United Way of San Antonio & Bexar County and the Greater San Antonio Chamber of Commerce.
Director Since: 2014
Committees: None (Chairman of the Board)

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						William B. Burnett
						Biographical Information:
						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 CPA. In 2001, he retired as a partner with Arthur Andersen LLP after 29 years of service. Prior to the 2018 merger pursuant to which NuStar GP Holdings, LLC became a subsidiary of NuStar Energy L.P., Mr. Burnett served as a director of NuStar GP Holdings, LLC from 2006 to 2018.

Age: 74						Qualifications:
Group III Director: Term expires 2027 (if elected)						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


						W. Grady Rosier
						Biographical Information:
						Mr. Rosier served as the President and Chief Executive Officer of McLane Company, Inc., a leading supply chain services company and subsidiary of Berkshire Hathaway, Inc., from 1995 to 2020, and previously served McLane Company, Inc. in various other senior management positions since 1984. Mr. Rosier also has served as a director of NVR, Inc. since 2008. He was formerly a director of Tandy Brands Accessories, Inc. from 2006 to 2011, serving as the lead director in 2009 and 2010.

Age: 75						Qualifications:
Group III Director: Term expires 2027 (if elected)						Mr. Rosier's pertinent experience, qualifications, attributes and skills include his leadership experience and knowledge attained through decades of service in senior roles for McLane Company, Inc., and his experience attained through his service on the boards of directors of NVR, Inc. and NuStar GP, LLC.
Director Since: 2013
Committees: Compensation; Nom/Gov & Conflicts (Chair)

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Other 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 previously served as a director of Broadway Bank and Broadway Bankshares, Inc. (from 2011 to 2020). Mr. Bates is a CPA and he served as Chairman or Vice Chairman of the board of directors of the Federal Reserve Bank of Dallas's San Antonio Branch from 2005 to 2009.

Age: 79						Qualifications:
Group I Director: Term expires 2025						Mr. Bates's 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


						Jelynne LeBlanc Burley
						Biographical Information:
						Ms. Burley has served as President and Chief Executive Officer of The Center for Health Care Services since 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. Prior to the 2018 merger pursuant to which NuStar GP Holdings, LLC became a subsidiary of NuStar Energy L.P., Ms. Burley served as a director of NuStar GP Holdings, LLC from April 2013 until July 2018.

Age: 63						Qualifications:
Group II Director: Term expires 2026						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 years 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

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						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 2010 to 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 WittKiefer (an executive search firm) since 2016 and various Morgan Stanley mutual funds since 2022. Mr. Grier is a CPA and served as an audit supervisor with Ernst & Young LLP early in his career. Mr. Grier served as a director of NVR, Inc. from 2013 to 2020, and Sonida Senior Living, Inc. from 2016 to 2021.

Age: 69						Qualifications:
Group I Director: Term expires 2025						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.; NuStar GP, LLC; and several non-profit organizations.
Director Since: 2021
Committees: Nom/Gov & Conflicts


						Dan J. Hill
						Biographical Information:
						Mr. Hill has over 50 years of executive experience in the energy industry. From 2001 through 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: 83						Qualifications:
Group I Director: Term expires 2025						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 Lead Director


						Robert J. Munch
						Biographical Information:
						Mr. Munch served as General Manager and Head of Corporate & Investment Banking of Mizuho Bank, Ltd. from 2006 to 2013, and as Deputy General Manager, Origination, of Mizuho Bank, Ltd. from 2005 to 2006. Prior to his service with Mizuho Bank, Ltd., he also served in several senior management positions with Canadian Imperial Bank of Commerce and CIBC World Markets from 1980 to 2001 and Fidelity Union Bancorporation (now Wells Fargo) from 1973 to 1980.

Age: 72						Qualifications:
Group II Director: Term expires 2026						Mr. Munch's pertinent experience, qualifications, attributes and skills include his financial literacy and expertise and the strength of his managerial and investment banking experience attained through his years of service in key roles with multiple financial institutions, as well as the knowledge and experience he has attained through his service as a director of NuStar GP, LLC.
Director Since: 2016
Committees: Audit

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						Martin Salinas, Jr.
						Biographical Information:
						Mr. Salinas served as Chief Executive Officer of Phase 4 Energy Partners from October 2015 to December 2017 and as Chief Financial Officer of Energy Transfer Partners, L.P. from June 2008 through April 2015. He joined Energy Transfer Partners, L.P. in 2004 and served as Controller and Vice President of Finance until being appointed as Chief Financial Officer in 2008. In addition to serving as Chief Financial Officer for Energy Transfer Partners, L.P., Mr. Salinas also served as Chief Financial Officer of Sunoco Logistics, L.P. and a member of the Board of Directors from October 2012 to April 2015, and as a member of the Board of Directors for Sunoco Partners, L.P. from March 2014 until April 2015. Prior to joining Energy Transfer Partners, L.P., Mr. Salinas worked at KPMG LLP serving audit clients primarily in the oil and gas industry. Mr. Salinas has served as a director of Green Plains Inc. since August 2021. Previously, he served as a director of Green Plains Partners LP (from 2018 to 2021) and Noble Midstream Partners LP (from 2016 until 2021).

Age: 52						Qualifications:
Group II Director: Term expires 2026						Mr. Salinas's pertinent experience, qualifications, attributes and skills include his extensive industry experience and financial literacy and expertise, and the knowledge and experience he has attained through his service as a director of multiple entities, including Sunoco Logistics, L.P.; Sunoco Partners, L.P.; Green Plains Inc.; Green Plains Partners LP; Noble Midstream Partners LP and NuStar GP, LLC.
Director Since: 2021
Committees: Audit


						Suzanne Allford Wade
						Biographical Information:
						Ms. Wade is a retired executive with extensive experience in marketing, retail operations, human capital and branding. She retired from H-E-B, Inc. in 2020 where she had served as President of the San Antonio Food/Drug Division, which encompassed over 200 stores and more than 50,000 employees. During her 22-year career with H-E-B, Ms. Wade also served as Senior Vice President-Human Resources and Group Vice President for sales, advertising and the H-E-B Own Brand. She also served on the board of directors of H-E-B Grocery Co. LP. Prior to service with H-E-B, Ms. Wade’s career included 11 years at Wal-Mart Stores, Inc., where she served as a Senior Vice President overseeing human resources, membership marketing and administration. Ms. Wade also served on the board of directors of NatureSweet LTD until August 2023.

Age: 69						Qualifications:
Group II Director: Term expires 2026						Ms. Wade's pertinent experience, qualifications, attributes and skills include her extensive business acumen and experience in senior leadership at two of the country’s largest retailers, and the knowledge and experience she has attained through earning an MBA from the University of Oklahoma and completion of the Advanced Management Program at the Harvard Business School, as well as her service as a director of several large non-profit organizations, including the San Antonio Area Foundation.
Director Since: 2023
Committees: Compensation

For information regarding our directors' compensation, ownership of units and other arrangements, see "Director Compensation" and "Security Ownership—Security Ownership of Management and Directors."

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

We do not have officers. The officers of NuStar GP, LLC, the general partner of our general partner, perform all of our management functions. Our officers are appointed annually by the Board. There is no arrangement or understanding between any officer or any other person pursuant to which the officer was or is selected as an officer. In this proxy statement, we refer to the officers of NuStar GP, LLC as our officers. The table below provides certain information about our executive officers as of February 29, 2024.

Name

Age

Positions Held

Bradley C. Barron

Chairman of the Board, President and Chief Executive Officer

Mary Rose Brown

Executive Vice President and Chief Administrative Officer

Daniel S. Oliver

Executive Vice President–Business Development and Engineering

Amy L. Perry

Executive Vice President–Strategic Development and General Counsel

Thomas R. Shoaf

Executive Vice President and Chief Financial Officer

Jorge A. del Alamo

Senior Vice President–Chief Information Officer and Controller


						Bradley C. Barron
						Biographical Information: Mr. Barron serves as Chairman of the Board of Directors, as well as President and Chief Executive Officer. His biographical information is provided in this proxy statement under the caption, "Proposal No. 1 Election of Directors—Nominees for Election."


						Mary Rose Brown
						Biographical Information:
						Ms. Brown has served as Executive Vice President and Chief Administrative Officer of NuStar GP, LLC since April 2013. Prior to the 2018 merger pursuant to which NuStar GP Holdings, LLC became a wholly owned subsidiary of NuStar Energy L.P., Ms. Brown also served as Executive Vice President and Chief Administrative Officer of NuStar GP Holdings, LLC since April 2013. She served as Executive Vice President–Administration of NuStar GP, LLC and NuStar GP Holdings, LLC from February 2012 until her promotion in April 2013. Ms. Brown served as Senior Vice President–Administration of NuStar GP, LLC from April 2008 through February 2012. She served as Senior Vice President–Corporate Communications of NuStar GP, LLC from April 2007 through April 2008. Prior to her service with NuStar GP, LLC, Ms. Brown served as Senior Vice President–Corporate Communications for Valero Energy Corporation from 1997 to 2007.


						Daniel S. Oliver
						Biographical Information:
						Mr. Oliver has served as Executive Vice President–Business Development and Engineering of NuStar GP, LLC since January 2020. Prior thereto, he served as Senior Vice President–Marketing and Business Development of NuStar GP, LLC since 2014. Prior to the 2018 merger pursuant to which NuStar GP Holdings, LLC became a wholly owned subsidiary of NuStar Energy L.P., Mr. Oliver also served as Senior Vice President–Marketing and Business Development of NuStar GP Holdings, LLC since 2014. Prior thereto, he served as Senior Vice President–Business and Corporate Development of NuStar GP, LLC and NuStar GP Holdings, LLC since 2011. He served as Senior Vice President–Marketing and Business Development of NuStar GP, LLC and NuStar GP Holdings, LLC from 2010 to 2011, and as Vice President–Marketing and Business Development of NuStar GP, LLC from 2008 to 2010 and of NuStar GP Holdings, LLC from 2009 to 2010. Prior to that, Mr. Oliver served as Vice President for NuStar Marketing LLC. Previously, Mr. Oliver served as Vice President–Product Supply & Distribution for Valero Energy Corporation from 1997 to 2007.

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						Amy L. Perry
						Biographical Information:
						Ms. Perry has served as Executive Vice President–Strategic Development and General Counsel of NuStar GP, LLC since July 2019. She also served as Corporate Secretary of NuStar GP, LLC from July 2019 to February 2020. From July 2018 to July 2019, she served as Executive Vice President–Mergers & Acquisitions, Strategic Direction and Investor Relations and Corporate Secretary of NuStar GP, LLC. She served as Senior Vice President, General Counsel–Corporate & Commercial Law and Corporate Secretary of NuStar GP, LLC from 2014 until her promotion in 2018. Prior to the 2018 merger pursuant to which NuStar GP Holdings, LLC became a wholly owned subsidiary of NuStar Energy L.P., Ms. Perry also served as Senior Vice President, General Counsel–Corporate & Commercial Law and Corporate Secretary of NuStar GP Holdings, LLC since 2014. She served as Vice President, Assistant General Counsel and Corporate Secretary of NuStar GP, LLC and as Corporate Secretary of NuStar GP Holdings, LLC from 2010 until her promotion in 2014. From 2005 to 2010, she served as Assistant General Counsel and Assistant Secretary of NuStar GP, LLC and, from 2006 to 2010, Assistant Secretary of NuStar GP Holdings, LLC. Prior to her service at NuStar GP, LLC, Ms. Perry served as Counsel for Valero Energy Corporation.


						Thomas R. Shoaf
						Biographical Information:
						Mr. Shoaf has served as Executive Vice President and Chief Financial Officer of NuStar GP, LLC since January 2014. Prior to the merger pursuant to which NuStar GP Holdings, LLC became a wholly owned subsidiary of NuStar Energy L.P., Mr. Shoaf also served as Executive Vice President and Chief Financial Officer of NuStar GP Holdings, LLC since January 2014. He served as Senior Vice President and Controller of NuStar GP, LLC and NuStar GP Holdings, LLC from 2012 until his promotion in 2014. Mr. Shoaf served as Vice President and Controller of NuStar GP, LLC from 2005 to 2012 and Vice President and Controller of NuStar GP Holdings, LLC from 2006 until 2012. He served as Vice President–Structured Finance for a subsidiary of Valero Energy Corporation, from 2001 until joining NuStar GP, LLC.


						Jorge A. del Alamo
						Biographical Information:
						Mr. del Alamo has served as Senior Vice President–Chief Information Officer and Controller of NuStar GP, LLC since August 2023. Prior thereto, Mr. del Alamo served as Senior Vice President and Controller of NuStar GP, LLC since July 2014. Prior to the 2018 merger pursuant to which NuStar GP Holdings, LLC became a wholly owned subsidiary of NuStar Energy L.P., Mr. del Alamo also served as Senior Vice President and Controller of NuStar GP Holdings, LLC since July 2014. Prior thereto, he served as Vice President and Controller of NuStar GP, LLC and NuStar GP Holdings, LLC since January 2014. He served as Vice President and Assistant Controller of NuStar GP, LLC from 2010 until his promotion in 2014. From 2008 to 2010, he served as Assistant Controller of NuStar GP, LLC. Prior to his service at NuStar GP, LLC, Mr. del Alamo served as Director-Sarbanes Oxley Compliance for Valero Energy Corporation.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the Compensation Committee's review and discussion and such other matters it deemed relevant and appropriate, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023.

Members of the Compensation Committee for 2023:

Dan J. Hill (Chair)

J. Dan Bates

W. Grady Rosier

Suzanne Allford Wade

The Compensation Committee Report is not "soliciting material," is not deemed filed with the SEC and is not to be incorporated by reference into any of NuStar Energy's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation philosophy, summarizes our executive compensation programs and discusses compensation decisions for our named executive officers (NEOs). Our NEOs for 2023 are:

•Bradley C. Barron, Chairman of the Board, President and Chief Executive Officer;

•Thomas R. Shoaf, Executive Vice President and Chief Financial Officer;

•Mary Rose Brown, Executive Vice President and Chief Administrative Officer;

•Amy L. Perry, Executive Vice President–Strategic Development and General Counsel; and

•Daniel S. Oliver, Executive Vice President–Business Development and Engineering.

Executive Compensation Philosophy

Our executive compensation philosophy is based on the belief that a significant portion of executive compensation should be incentive-based and determined by the performance of both NuStar Energy and the executive. Our executive compensation programs are designed to accomplish the following long-term objectives:

•increase value to unitholders while practicing good corporate governance;

•support our business strategy by clearly communicating what is expected of executives with respect to goals and results;

•align incentive compensation with NuStar Energy's short- and long-term performance results;

•provide market-competitive compensation and benefits to recruit, retain and motivate the executive talent necessary to produce sustainable growth for our unitholders; and

•provide the Compensation Committee with the flexibility to respond to the changing environments in which NuStar Energy operates.

2023 Performance

We are proud of our 2023 performance. We are particularly proud of our record of responsible operations and the resilience and strength of our business. We continued to maintain safe operations and a safe work environment while managing our operations with fiscal discipline.

We achieved our strong results while maintaining our strong focus on safety. Our 2023 total recordable incident rate (TRIR) was better than the average most recently reported by U.S. Bureau of Labor Statistics (BLS) for the bulk terminals industry and was in line with the pipeline transportation industry average. Our 2023 days away, restricted or transferred (DART) rate was also better than the average most recently reported by BLS for the bulk terminals industry and was also in line with the pipeline transportation industry average. We participate in the Occupational Safety and Health Administration’s (OSHA) Voluntary Protection Program (VPP), which promotes effective worksite health and safety. As of December 31, 2023, 92% of our eligible

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U.S. terminals have attained VPP Star status. We have also received the International Liquids Terminals Association’s (ILTA) Safety Excellence Award 13 times.

Building upon our ESG initiatives, in 2023 we published an update to our Sustainability Report, which includes, among other topics, our Scope 1 and Scope 2 greenhouse gas emissions. Our Sustainability Report can be viewed at https://sustainability.nustarenergy.com.

Our Sustainability Report is not part of this proxy statement, is not "soliciting material," is not deemed filed with the SEC and is not to be incorporated by reference into any of NuStar Energy’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein. References to our website URLs are intended to be inactive textual references only.