Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adjustment of Officer Base Salaries
On February 10, 2020, the Board of Directors (the “Board”) of Western Midstream Holdings, LLC (the “General Partner”), the general partner of Western Midstream Partners, LP (“WES”) approved adjustments to the annual base salaries of the General Partner’s named executive officers (“WES Officers”). WES owns Western Midstream Operating GP, LLC (“WES Operating GP”), the general partner of Western Midstream Operating, LP (“WES Operating”), as well as a 98% limited partner interest in WES Operating. The WES Officers are also named executive officers of WES Operating GP. Effective as of February 23, 2020, the WES Officers’ base salaries will be as follows: Michael Ure: $650,000; Michael Pearl: $455,000; Craig Collins: $455,000; Charles Griffie: $405,000; and Robert Bourne: $405,000.
Adoption of Incentive Compensation Program
On February 10, 2020, the Board also approved the adoption of an Incentive Compensation Program (the “Incentive Program”), pursuant to which eligible employees (including the WES Officers) may earn an annual cash incentive award based on WES’s and the applicable employee’s achievement of various performance metrics. Under the Incentive Program, the WES Officers, will have a target performance bonus award opportunity based on a specified percentage of his or her annual base salary. For 2020 the target annual bonus level for the WES Officers was set at the following percentages of their annual base salary: Michael Ure: 100%; Michael Pearl: 86%; Craig Collins: 86%; Charles Griffie: 85%; and Robert Bourne: 81%.
The foregoing description of the Incentive Program is qualified in its entirety by reference to the Incentive Program document, which is included as an exhibit hereto.
Phantom Unit Awards
On February 10, 2020, the Board also approved awards of phantom units (the “Awards”) to the WES Officers under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (the “Plan”). The Awards include (i) an award of time vested phantom units that vest annually over a three-year period (the “Time-Based Awards”), (ii) a performance award that is eligible to vest after a three-year performance period based on WES’s relative total unitholder return as compared to a group of peer companies (“TUR Awards”), and (iii) a performance award that is eligible to vest based on WES’s average return on assets over a three-year performance period (“ROA Awards”). The TUR Awards and the ROA Awards will vest only to the extent earned under the terms of respective Award Agreements over the applicable performance period. Upon vesting, the Awards generally will be settled in WES’s common units. The Awards will pay distribution equivalent rights prior to vesting in the form of WES Common Units. The foregoing description of the Awards is qualified in its entirety by reference to the forms of award agreement for the Time-Based Awards, TUR Awards, and ROA Awards, respectively, which are included as exhibits hereto. The following table sets forth the number of WES’s common units that are subject to the Time-Based Awards, TUR Awards, and ROA Awards granted to each of the WES Officers:
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Name
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Number of Units
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Time-Based Awards
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TUR Awards
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ROA Awards
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Michael Ure
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156,055
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46,817
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46,817
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Michael Pearl
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65,544
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20,288
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20,288
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Craig Collins
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65,544
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20,288
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20,288
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Charles Griffie
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40,575
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12,485
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12,485
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Robert Bourne
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37,454
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10,924
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10,924
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