Governance

Assuring Responsive Management

24/7/365

access to our ethics hotline.

10%

of our 2020 annual bonus was measured by safety and environmental performance.

Sustainability is about responsibility: being a sustainable company boils down to being a responsible corporate citizen. 

Governance Structure

Image of NuStar employees meeting with NuStar’s CEO Brad Barron.

Our business is managed under the direction of our Board of Directors (Board). The members of our Board are elected by our unitholders and our Board is led by its Chairman, Bill Greehey. Consistent with best practices, our Board is composed of 78% independent directors[1] and brings a diverse set of perspectives, expertise and experience to overseeing our business. The Chairman of our Board and our CEO are the only two members of our nine-member Board[1] who are not independent directors. Our 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 has adopted Corporate Governance Guidelines, which establish general principles for key governance matters such as director independence. Our Board also has standing Audit, Compensation and Nominating/Governance and Conflicts Committees. The responsibilities of each Board Committee are highlighted below and are described in greater detail in the written charter for each Committee. The Audit, Compensation and Nominating/Governance and Conflicts Committees of the Board are each composed entirely of directors who meet the independence requirements of the New York Stock Exchange (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) and meets applicable financial literacy standards.

  • 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. Our Compensation Committee approves the compensation for our executive officers and approves and administers our 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 and 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 and 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 and Conflicts Committee also reviews and resolves certain potential conflicts of interest.

Each year, our Board and each of its Committees complete a self-evaluation to assess their effectiveness and to ensure our directors reflect an appropriate range of talents, expertise and backgrounds.

 

During 2021, one of our directors retired and we added two new directors. Our current Board of Directors is pictured below.

 

Image of NuStar’s Board of Directors.

As of October 27, 2021

 

Contact Our Board of Directors

To communicate with our Board, our non-management directors or our independent, presiding director, you may send 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 19003 IH-10 West, San Antonio, Texas 78257. 

[1]As of 2021 Annual Meeting

Risk Management

Our Board takes a comprehensive approach to oversight of environmental, social and governance matters with accountabilities designated across all Board Committees. The Board is responsible for identifying and understanding our principal business risks, including sustainability risks and overseeing management’s efforts in monitoring, managing and mitigating those risks.

Management is responsible for day-to-day assessment and management of enterprise-level risk. The Board interfaces regularly with management and receives periodic reports that include updates on:

  • Health, safety and environmental program

  • Financial performance

  • Legal matters

  • Cybersecurity

  • Operational results

  • Internal controls

  • Employee wellness

  • Diversity and inclusion

  • Community investment

At least once annually, the Board has a meeting devoted to strategic planning, including identifying and addressing strategic risks and potential opportunities.

 

Board Oversight of ESG Matters

 

Graphic showing Board oversight of ESG matters. Oversight begins with the Board, then moves to the CEO, the executive committee, and finally the sustainability committee.

Executive Compensation

Our executive compensation program focuses on pay-for-performance to align NuStar’s strategic priorities and management's interest with those of our investors. We base our philosophy for compensating our executive officers on the belief that a significant portion of executive compensation should be incentive-based and determined by both the performance of NuStar and the executive's individual performance.

 

At-Risk Compensation

69% of compensation at risk for named executive officers
81% of compensation at risk for CEO

Target
100%
80%
60%
40%
20%
0%

100

31%

19%

50%

 

100

19%

19%

62%

 
Other named executive officersCEO
Long-term incentives
Short-term incentives
Base salary

 

Image of NuStar’s executives.

We have designed our executive compensation programs to accomplish the following long-term objectives:

  • Increase value to unitholders, while practicing good corporate governance;

  • Support our business strategy and business plan;

  • Provide flexibility to respond to the continually changing environment;

  • Align executive incentive compensation with short- and long-term performance results; and

  • Provide market-competitive compensation and benefits to retain and attract top talent.

Additionally, our Board and Executives are invested in NuStar’s future through their ownership of NuStar units. Our independent directors are each required to acquire and hold NuStar units with an aggregate value of two times their annual cash retainer.

 

Senior Executive Team: Required NuStar Energy Unit Ownership

Target
4
3
2
1
0

2

 

3

 

4

 
SVPEVPCEO/President

  

2020 Annual
Incentive Bonus
Performances
Measures
40%Adjusted EBITDA
40%Adjusted DCF
10%Adjusted operating and general/administrative expenses
10%Safety and environmental performance

 

For 2021, 15% of target annual bonus will be measured by NuStar's overall HSE and ESG performance.

Cybersecurity

Graphic showing the six main areas of focus of the Cyber Risk Governance Committee. It includes internal audits, information services, legal department, human resources, controller/SOX, and operations.As an operator of critical energy infrastructure, we recognize the importance of cybersecurity. We have built and continue to improve a robust program designed to prevent, detect and respond to potential threats.

Our cybersecurity program incorporates multiple layers of security, with appropriate segregation of systems and users, which lay the foundation for a secure environment. In addition, our Cyber Risk Governance Committee, which is composed of representatives from across our company, oversees the effectiveness of our cybersecurity program and regularly reports to our Board and executive management. We undertake numerous other activities to protect NuStar, including:

  • Participation in industry and peer cybersecurity groups;

  • Vulnerability scanning, patch management and penetration tests across our systems;

  • Cyber Incident Response Plan and cross-organizational tabletop exercises;

  • Regular risk assessments; and

  • Annual cybersecurity training for all employees with ‘refresher’ activities throughout the year.

 

Image of NuStar employee working in the cybersecurity department with multiple computer monitors.

Code of Business Conduct and Ethics

Image of an American flag and the NuStar logo flag.

In our culture at NuStar, we treat everyone with respect, we give back to our communities, we protect the environment and we demand that our employees hold themselves and others to the highest ethical standards. Ethical behavior is part of our foundation and our Code of Business Conduct and Ethics sets forth our expectations about how we conduct ourselves.

Our Governance, Ethics and Compliance Committee monitors, reviews and updates our Code of Business Conduct and Ethics annually. Working under the CEO, the committee is comprised of members of management representing numerous different functions to cover unique issues across the organization and ensure broad participation. Our General Counsel serves as our Governance, Ethics and Compliance Officer and chairs the committee. 

Every employee is required to acknowledge NuStar’s Code of Business Conduct and Ethics annually and refresh their knowledge through regular training. To encourage active participation and engagement, we alternate types of trainings between in-person and computer-based programs and provide training on a variety of topics.

We empower our employees to report concerns without fear of retaliation. In addition to encouraging reporting to a supervisor, a member of management, a member of the legal or human resources departments or our Governance, Ethics and Compliance Officer, we have an ethics hotline maintained by an independent third party. Our ethics hotline is accessible 24 hours a day, 7 days a week, 365 days a year, in multiple languages and provides a mechanism for anyone to report a concern anonymously, if desired. We take all concerns seriously and follow the necessary protocols to investigate and resolve them effectively and efficiently, while taking precautions to maintain confidentiality.

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