Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2020, William G. Manias, Vice President and Chief Operating Officer
of USA Compression GP, LLC (the "Company"), the general partner of USA
Compression Partners, LP (the "Partnership"), and the Company mutually
determined that it would be in Mr. Manias's and the Partnership's best interest
to separate so that Mr. Manias could attend to personal family matters. Mr.
Manias' resignation will be effective June 1, 2020. Mr. Manias's resignation is
not the result of any disagreement with the Partnership or the Company relating
to either entity's operations, policies or practices. USA Compression thanks Mr.
Manias for his many years of dedicated service and significant contributions to
the Partnership and wishes him well in his future endeavors.
The Compensation Committee of the board of directors of the Company on May 21,
2020 approved a separation payment of $1,340,997.06 (the "Separation Payment")
to Mr. Manias in recognition of his service and contributions to the
Partnership. In addition, Mr. Manias will receive the Release Payment as
described in the Retention Phantom Unit Agreement (the "Retention Agreement")
entered into by the Partnership and Mr. Manias on November 1, 2018. The Release
Payment and Separation Payment are contingent upon Mr. Manias's execution of the
Full Release and Waiver of Claims included in the Retention Agreement.
Capitalized terms used above and not defined herein are as defined in the
Retention Agreement. Pursuant to the terms of the Retention Agreement and the
Employee Phantom Unit Agreement entered into by the Partnership and Mr. Manias
on February 12, 2018, the Phantom Units granted to Mr. Manias pursuant to those
agreements will vest in connection with his cessation of service.
On May 21, 2020, the board of directors of the Company appointed Eric A.
Scheller to the position of Vice President and Chief Operating Officer of the
Company, to be effective June 2, 2020. Prior to his appointment, Mr. Scheller,
age 56, served as Vice President-Fleet Operations of the Company since April
2018, and prior to that was Vice President, Operations & Performance Management
of the Company beginning in August 2015. Prior to joining the Company, Mr.
Scheller was a Director at Sapient Global Markets since August 2013. Before
Sapient, Mr. Scheller was a consultant in private practice advising midstream
and chemicals firms from January 2012 to July 2013. Prior to that, he held
several positions with Enterprise Products Partners LP from November 2004 to
December 2011, most recently as Regional Director, Pipeline & Storage Services.
Mr. Scheller holds a B.S. in Chemical Engineering (Math minor), a Masters of
Chemical Engineering and an M.B.A., all from the University of Houston. Mr.
Scheller is also a CFA ® charterholder.
In connection with his appointment as Vice President and Chief Operating
Officer, Mr. Scheller will receive an annual base salary of $331,500 and will be
entitled to participate in the Partnership's Amended and Restated Annual Cash
Incentive Plan, under which awards are determined annually, with reference to an
initial target bonus amount of 85% of his annual base salary, or $281,775. Mr.
Scheller is also eligible to receive other benefits generally available to all
employees.
There are no arrangements or understandings between Mr. Scheller and any other
persons pursuant to which he was selected to serve as the Company's Vice
President and Chief Operating Officer. There are no family relationships between
Mr. Scheller and any of the Company's directors or executive officers, and
Mr. Scheller has no reportable transactions under Item 404(a) of Regulation S-K.
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