Business Context and Reporting Period
This Form 8-K is a current report filed by Western Gas Equity Partners, LP (also referenced as Western Midstream Partners, LP in metadata) on February 13, 2017. The filing primarily addresses significant changes in executive leadership and board composition for the company's general partner.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
On February 13, 2017, the following material changes to leadership occurred:
- Resignation: Donald R. Sinclair resigned as President, Chief Executive Officer, and Board Member of the general partner. He will continue as a Senior Advisor. The resignation was not due to any disagreement.
- CEO Appointment: Benjamin M. Fink was appointed President and Chief Executive Officer of the general partner and added to the Board of Directors. He was previously the Senior Vice President and Chief Financial Officer.
- COO Appointment: Craig W. Collins was appointed Senior Vice President and Chief Operating Officer of the general partner.
- General Counsel Promotion: Philip H. Peacock was promoted to Senior Vice President, General Counsel, and Corporate Secretary.
- Parent Company Alignment: These changes were mirrored at the general partner of Western Gas Partners, LP ("WES"), and Messrs. Fink and Collins received corresponding promotions at Anadarko Petroleum Corporation.
Compensation and Outlook
The filing details the compensation packages allocable to WES for the new officers, funded by Anadarko:
- Benjamin M. Fink:
- Base Salary: Approximately $418,000 annually.
- Bonus Target: 80% of base salary.
- Equity Award: $675,000 (40% performance units, 35% stock options, 25% restricted stock units).
- Vesting: Performance units cover Jan 1, 2017–Dec 31, 2019; other equity vests in one-third increments over three years starting Feb 13, 2018.
- Craig W. Collins:
- Base Salary: Approximately $165,000 annually.
- Bonus Target: 65% of base salary.
- Equity Award: $500,000 (40% performance units, 35% stock options, 25% restricted stock units).
- Change of Control: Entered into a standard key employee change of control agreement with Anadarko.
Management commentary is limited to the announcement of these appointments and the confirmation that no disagreements existed regarding Mr. Sinclair's departure. No specific operational guidance or risk factors were disclosed in this filing.
Investor Verification Checklist
- Verify the effective date of leadership transitions (February 13, 2017) and the continuity of operations under the new CEO and COO.
- Review the attached press release (Exhibit 99.1) for additional strategic context regarding the leadership changes.
- Confirm the allocation of compensation costs between Anadarko and WES as described in the filing.
- Monitor future filings for the appointment of a successor to Mr. Fink as the principal financial and accounting officer, as he will continue in that role until a successor is named.