Business Context and Reporting Period
This Form 8-K filing by USA Compression Partners, LP (NYSE: USAC) reports on corporate governance changes effective in early August 2022. The report details the resignation of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Departure of CFO: Matthew C. Liuzzi resigned as Vice President, Chief Financial Officer, and Treasurer of USA Compression GP, LLC, effective August 8, 2022. The resignation was voluntary and not due to any disagreement with the company.
- Appointment of New CFO: Michael C. Pearl was appointed to the position of Vice President, Chief Financial Officer, and Treasurer, effective August 9, 2022.
Compensation, Outlook, and Risks
Separation Package for Outgoing CFO
Mr. Liuzzi is eligible for the following payments contingent upon the execution of a separation agreement:
- Separation Payment: $410,894.75.
- Phantom Unit Payment: Accelerated vesting of 38,868 phantom units to be settled in cash.
- Release Payment: Additional payments as defined in Retention Phantom Unit Agreements from 2018 and 2019.
Compensation for Incoming CFO
Mr. Pearl's compensation package includes:
- Base Salary: $400,000 annually.
- Annual Cash Incentive: Target bonus of 100% of base salary ($400,000).
- Long-Term Equity Incentive: Initial target value of $900,000.
- One-Time Equity Award: $400,000 in phantom units under the 2013 Long-Term Incentive Plan, vesting in two tranches (60% on December 5, 2025, and 40% on December 5, 2027).
Risks and Contingencies
The separation payments to Mr. Liuzzi are contingent upon his execution of a Separation and Restrictive Covenant Agreement and Full Release and Waiver of Claims, which includes non-solicitation, non-disparagement, and confidentiality covenants.
Investor Verification Checklist
- Verify the exact vesting schedule and settlement terms for the 38,868 phantom units awarded to the outgoing CFO.
- Confirm the administrative timeline for the issuance of the $400,000 one-time equity award to the incoming CFO.
- Review the specific terms of the "Release Payment" referenced in the 2018 and 2019 Retention Agreements to understand the total potential liability.
- Check subsequent filings for any interim financial impact of these compensation arrangements.