Business Context and Reporting Period
This Form 8-K filing by USA Compression Partners, LP (the "Partnership") reports executive personnel changes. The report date is January 15, 2015, covering events occurring on January 10, 2015, and a prior appointment on May 5, 2014.
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 executive compensation and employment terms.
Material Changes
- Resignation: Joseph C. Tusa, Jr. resigned as Vice President, Chief Financial Officer, and Treasurer of USA Compression GP, LLC on January 10, 2015. The resignation was not due to any disagreement with the Partnership.
- Appointment: Matthew C. Liuzzi was appointed Vice President, Chief Financial Officer, and Treasurer of USA Compression GP, LLC on January 10, 2015.
- Prior Appointment: Michael D. Lenox was appointed Vice President - Finance and Chief Accounting Officer on May 5, 2014, and designated as the principal accounting officer.
Guidance, Outlook, and Compensation Details
The filing details the employment agreement for Matthew C. Liuzzi, which governs his new role:
- Term: Initial two-year term with automatic twelve-month extensions unless terminated by notice.
- Compensation (2015): Annual base salary of $310,000 and a target annual incentive bonus of $217,000.
- Severance: Upon termination for convenience or "Good Reason," Mr. Liuzzi is entitled to one times his annual base salary (paid over one year or lump sum if within two years of a change in control) and 24 months of medical coverage. He is also eligible for one times his prior year's bonus and a pro-rata portion of the current year's bonus.
- Restrictions: A two-year non-compete clause applies during employment and for two years following termination.
No forward-looking guidance, risks, or contingencies regarding the Partnership's operations are disclosed in this filing.
Investor Verification Checklist
- Verify the transition of financial reporting responsibilities from Joseph C. Tusa, Jr. to Matthew C. Liuzzi.
- Review the full text of the employment agreement (Exhibit 10.1) for specific definitions of "Good Reason" and "Change in Control."
- Confirm the impact of the new CFO's background (investment banking) on the Partnership's strategic development.
- Check subsequent filings for any changes to the principal accounting officer role held by Michael D. Lenox.