Business Context and Reporting Period
This Form 8-K Current Report is filed by Western Midstream Partners, LP (WES) on February 18, 2025. The filing discloses the departure of a senior officer and the terms of a Retirement Agreement.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and retirement benefits.
- Consulting Fee: $77,250 per month for a six-month period beginning March 4, 2025.
- New Time-Vested Award: Estimated value of $2.1 million, vesting over two years.
- Performance Awards: TUR award with a target value of $250,000 and ROA award with a target value of $250,000, each subject to performance conditions over three years.
Material Changes
Robert W. Bourne, Senior Vice President and Chief Commercial Officer of Western Midstream Holdings, LLC (the General Partner), entered into a Retirement Agreement. He will transition to an advisor role through March 3, 2025, and subsequently serve as a consultant for six months. The agreement includes accelerated vesting provisions for certain equity awards and new compensation packages.
Guidance, Outlook, and Risks
The filing contains no financial guidance or outlook. Key contingencies and risks include:
- Release of Claims: Retirement benefits are contingent upon Mr. Bourne executing a Supplemental Release of claims.
- Performance Conditions: Certain bonuses and equity awards are subject to the achievement of specific performance conditions.
- Covenants: The agreement includes two-year non-solicitation, non-disparagement, and non-competition covenants, and a one-year supplier non-solicitation covenant.
Investor Verification Checklist
- Verify the final terms of the Retirement Agreement when filed as an exhibit to the Form 10-Q for the quarter ending March 31, 2025.
- Confirm the achievement of performance conditions required for the 2024 bonus and future TUR/ROA awards.
- Monitor the execution of the Supplemental Release to ensure eligibility for the full suite of Retirement Benefits.
- Review the impact of the Chief Commercial Officer's departure on commercial operations and contract negotiations.