Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 29, 2022, Daniel P. Holderman was appointed as Senior Vice
President and Co-Chief Operating Officer of Western Midstream Holdings, LLC
("WES GP"), the general partner of Western Midstream Partners, LP ("WES"), which
owns Western Midstream Operating GP, LLC (the "General Partner"), the general
partner of Western Midstream Operating, LP (the "Partnership") and a 98% limited
partner interest in the Partnership. Mr. Holderman was also simultaneously
appointed to this position with the General Partner, with responsibility for the
Partnership's Delaware Basin operations. Craig W. Collins will continue to serve
at WES GP as Senior Vice President and Co-Chief Operating Officer, overseeing
WES's Rockies-including DJ Basin-and South Texas operations as well as its
equity investments.
Before joining WES, Mr. Holderman, age 42, was Director, Delaware Basin Asset
for Oxy USA, Inc., a subsidiary of Occidental Petroleum Corporation
("Occidental"), assuming the role in November of 2018. Previously, Mr. Holderman
had served as the Asset Manager overseeing Occidental's Midland Basin assets in
West Texas, assuming that role in June 2017. Mr. Holderman joined Occidental in
December of 2013, and held various engineering and operations leadership roles
across drilling, completions and production operations. Prior to joining
Occidental, Mr. Holderman had 9 years of experience in engineering, upstream
operations and commercial roles with ExxonMobil.
In connection with his appointment as an officer of WES GP and the General
Partner, the board of directors of WES GP (the "Board") approved, upon the
recommendation of the Compensation Committee of the Board, a compensation
package for Mr. Holderman as follows: (a) a base salary of $375,000, (b) a
performance-based annual cash incentive bonus target equal to 80% of base
salary, and (c) an equity award (the "Award") under the Western Gas Equity
Partners, LP 2017 Long-Term Incentive Plan consisting of 17,637 time-based
phantom units that vest 20% on February 12, 2023, 40% on February 12, 2024, and
40% on February 12, 2025. Upon vesting, the Award generally will be settled in
WES's common units. Distribution equivalent rights for the Award are paid in
cash on a quarterly basis. The foregoing description of the Award is qualified
in its entirety by reference to the form of award agreement for the Award, which
is filed as Exhibit 10.10 to WES's Form 10-K for the year ended December 31,
2021.
Other than as described herein, there is no arrangement or understanding between
Mr. Holderman and any other person pursuant to which he was selected as an
officer of WES GP and the General Partner. There are no existing relationships
between Mr. Holderman, WES GP, WES, the General Partner, the Partnership,
Occidental or any of their respective subsidiaries that would require disclosure
pursuant to Item 404(a) of Regulation S-K or any familial relationship that
would require disclosure under Item 401(d) of Regulation S-K.
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