On October 23, 2022, the CrossAmerica Partners LP 2022 Incentive Award Plan (the "2022 Plan") became effective, replacing the prior plan which expired. The maximum number of common units that may be delivered with respect to awards under the 2022 Plan was the sum of (i) 1,400,000, (ii) the number of common units that remain available for grant under the prior plan (424,066 common units) and (iii) the number of common units that are subject to or underlie awards which expire or for any reason are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered in common units under the Prior Plan (and as permitted by the Prior Plan) following the Effective Date. Generally, the 2022 Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit payment, unit appreciation rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The 2022 Plan is administered by the Board or a committee thereof.

The Board may terminate or amend the 2022 Plan at any time with respect to any common units for which a grant has not yet been made. The Board also has the right to alter or amend the 2022 Plan or any part of the 2022 Plan from time to time, including increasing the number of common units that may be granted, subject to unitholder approval as required by the exchange upon which common units are listed at that time; however, no change in any outstanding grant may be made that would adversely affect the rights of a participant with respect to awards granted to a participant prior to the effective date of such amendment or termination, except that the Board may amend any award to satisfy the requirements of Section 409A of the Internal Revenue Code. The 2022 Plan expires on the tenth anniversary of its approval, when common units are no longer available under the 2022 Plan for grants or upon its termination by the Board, whichever occurs first.

The table below summarizes our equity-based award activity:


	Employees			Directors			Employees
							Phantom
							Performance
							Awards
	Phantom Units			Phantom Units			Initial Target Value
Nonvested at December 31, 2022		85,554			15,205		$	2,330
Granted		40,594			20,470			966
Forfeited		(2,779	)		—			—
Vested		(19,816	)		(16,181	)		—
Nonvested at December 31, 2023		103,553			19,494			3,296
Granted		33,061			20,514			853
Forfeited		—			—			—
Vested		(18,317	)		(19,494	)		(711	)
Nonvested at December 31, 2024		118,297			20,514		$	3,438

In July 2024, the Partnership granted 3,419 phantom units to each of six non-employee directors of the Board. Such awards will vest in July 2025, conditioned upon continuous service as non-employee directors. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units.

During the fourth quarter of 2024, the Partnership granted 33,061 phantom units to employees of the Topper Group. Of these awards, 50% vest ratably over three years through December 31, 2027 and 50% vest upon the employee’s death, disability or retirement. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units.

During the fourth quarter of 2024, the Partnership granted performance-based awards with an initial target value of $0.9 million. The performance-based awards vest on December 31, 2027, based on attainment of the performance goals set forth in the award agreements. The performance-based awards are weighted 50% for the increase of funds flow from operations per unit (as defined in the award agreements) and 50% for leverage (as defined in the award agreements), with a performance period from January 1, 2025 to December 31, 2027 and with a reference period ending on December 31, 2024. The payout value for both performance conditions will be interpolated on a linear basis ranging from 0% to 200%, which will then be multiplied by the initial target value to determine the value of the units to be issued. The value of the units will then be divided by the 20-day volume-weighted average closing price of our common units as of a date shortly before the conversion date to determine the actual number of units to be issued.

Since we grant awards to employees of the Topper Group who provide services to us under the Omnibus Agreement and non-employee directors of the Board, and since the grants may be settled in cash at the discretion of our Board, unvested phantom units and unvested performance-based awards receive fair value variable accounting treatment. As such, they are measured at fair value at each balance sheet reporting date and the cumulative compensation cost recognized is classified as a liability, which is included in accrued expenses and other current liabilities on the consolidated balance sheet. In measuring the cumulative compensation cost with regard to the performance-based awards, we also reassess the probability of the performance conditions being met each balance sheet date. The balance of the accrual was $3.4 million and $4.0 million at December 31, 2024 and 2023, respectively.

We record equity-based compensation as a component of general and administrative expenses in the consolidated statements of income. Equity-based compensation expense was $1.5 million, $3.0 million and $2.3 million for 2024, 2023 and 2022, respectively.