Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2022, Matthew C. Liuzzi, Vice President, Chief Financial Officer
and Treasurer of USA Compression GP, LLC (the "Company"), the general partner of
USA Compression Partners, LP (the "Partnership"), submitted his resignation to
pursue other opportunities. Mr. Liuzzi's resignation became effective on
August 8, 2022. Mr. Liuzzi'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. Liuzzi for his many years of
dedicated service and significant contributions to the Partnership and wishes
him well in his future endeavors.
In recognition of his service and contributions to the Partnership, the
Compensation Committee of the board of directors of the Company on August 5,
2022 approved a separation payment of $410,894.75 (the "Separation Payment") to
Mr. Liuzzi and the accelerated vesting of 38,868 phantom units to be settled in
cash (the "Phantom Unit Payment"). In addition, Mr. Liuzzi will receive the
Release Payment as described in the Retention Phantom Unit Agreements (the
"Retention Agreements") entered into by the Partnership and Mr. Liuzzi on
November 1, 2018 and December 5, 2019. The Separation Payment, the Phantom Unit
Payment and the Release Payment are contingent upon Mr. Liuzzi's execution of
the Separation and Restrictive Covenant Agreement and Full Release and Waiver of
Claims which provides for certain non-solicitation, non-disparagement and
confidentiality covenants. Capitalized terms used above and not defined herein
are as defined in the Retention Agreement. Pursuant to the terms of the
Retention Agreements, the Phantom Units granted to Mr. Liuzzi pursuant to those
agreements will vest in connection with his cessation of service.
On August 5, 2022, the board of directors of the Company appointed Michael C.
Pearl to the position of Vice President, Chief Financial Officer and Treasurer
of the Company, to be effective August 9, 2022. Prior to his appointment,
Mr. Pearl, age 50, served as Senior Vice President and Chief Financial Officer
of Western Midstream Holdings, LLC, the general partner of Western Midstream
Partners, LP, from October 2019 until September 2020. Prior to October 2019,
Mr. Pearl joined Anadarko Petroleum Corporation ("Anadarko") in 2004 and served
in various leadership positions within Anadarko's accounting and finance
organization, including Director Corporate Tax, Corporate Controller, Vice
President Finance and Treasurer, and most recently as Senior Vice President,
Investor Relations. Mr. Pearl also served as Senior Vice President and Chief
Financial Officer of the general partner of Western Midstream Operating, LP
(formerly Western Gas Partners, LP) at the time of its 2008 IPO. Prior to
joining Anadarko, Mr. Pearl began his career at EY, where he held positions of
increasing responsibility in corporate tax and finance.
In connection with his appointment as Vice President, Chief Financial Officer
and Treasurer, Mr. Pearl will receive an annual base salary of $400,000 and will
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 100% of his annual base salary, or $400,000. Mr. Pearl
will also participate in the Partnership's long-term equity incentive plan with
an initial target value of $900,000. In addition, Mr. Pearl will receive a
one-time $400,000 equity award under the Partnership's 2013 Long-Term Incentive
Plan (the "LTIP") and current form of LTIP phantom unit agreement ("Phantom Unit
Agreement") consisting of phantom units vesting over five years in two tranches
((a) 60% on December 5, 2025 and (b) 40% on December 5, 2027), which is expected
to be awarded as soon as administratively practicable following August 9, 2022,
the commencement date of his employment. Descriptions of the LTIP and Phantom
Unit Agreement are included in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 2021. Mr. Pearl is also eligible to receive other
benefits generally available to all employees.
There are no arrangements or understandings between Mr. Pearl and any other
persons pursuant to which he was selected to serve as the Company's Vice
President, Chief Financial Officer and Treasurer. There are no family
relationships between Mr. Pearl and any of the Company's directors or executive
officers, and Mr. Pearl has no reportable transactions under Item 404(a) of
Regulation S-K.
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