wes-20221231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


WESTERN MIDSTREAM PARTNERS, LP
WESTERN MIDSTREAM OPERATING, LP
(Exact name of registrant as specified in its charter)


	Commission file number:	State or other jurisdiction of incorporation or organization:	I.R.S. Employer Identification No.:
Western Midstream Partners, LP	001-35753	Delaware	46-0967367
Western Midstream Operating, LP	001-34046	Delaware	26-1075808

Address of principal executive offices:

Zip Code:

Registrant’s telephone number, including area code:

Western Midstream Partners, LP

9950 Woodloch Forest Drive, Suite 2800

The Woodlands,

Texas

77380

(346)

786-5000

Western Midstream Operating, LP

9950 Woodloch Forest Drive, Suite 2800

The Woodlands,

Texas

77380

(346)

786-5000

Securities registered pursuant to Section 12(b) of the Act:


	Title of each class	Trading symbol	Name of exchange on which registered
Western Midstream Partners, LP	Common units	WES	New York Stock Exchange
Western Midstream Operating, LP	None	None	None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Western Midstream Partners, LP

Yes

Western Midstream Operating, LP

Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Western Midstream Partners, LP

Yes

Western Midstream Operating, LP

Yes

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Western Midstream Partners, LP

Yes

Western Midstream Operating, LP

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Western Midstream Partners, LP

Yes

Western Midstream Operating, LP

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Western Midstream Partners, LP

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

☐

Western Midstream Operating, LP

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Western Midstream Partners, LP			¨
Western Midstream Operating, LP			¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.


Western Midstream Partners, LP			☑
Western Midstream Operating, LP			☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.


Western Midstream Partners, LP			¨
Western Midstream Operating, LP			¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).


Western Midstream Partners, LP			¨
Western Midstream Operating, LP			¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Western Midstream Partners, LP

Yes

☐

Western Midstream Operating, LP

Yes

☐

The aggregate market value of the registrant’s common units representing limited partner interests held by non-affiliates of the registrant on June 30, 2022, based on the closing price as reported on the New York Stock Exchange.


Western Midstream Partners, LP			$4.9 billion
Western Midstream Operating, LP			None

Common units outstanding as of February 16, 2023:


Western Midstream Partners, LP			384,892,309
Western Midstream Operating, LP			None

DOCUMENTS INCORPORATED BY REFERENCE

None


	Auditor Name	Auditor Location	Auditor Firm ID
Western Midstream Partners, LP	KPMG LLP	Houston, Texas	185
Western Midstream Operating, LP	KPMG LLP	Houston, Texas	185

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends and restates Part III, Item 11—Executive Compensation and supplements Part IV, Item 15 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, of Western Midstream Partners, LP and Western Midstream Operating, LP as filed with the U.S. Securities and Exchange Commission on February 22, 2023 (the “Initial Filing”). The purpose of this Amendment is to make the following changes in Part III, Item 11—Executive Compensation of the Initial Filing, to: (i) move 2022 bonus amounts paid in respect of 2022 from the column entitled “Bonus” in the Summary Compensation Table to the column entitled “Non-Equity Incentive Plan Compensation,” and (ii) correct the information contained in the table entitled “Change of Control: Involuntary Termination or Voluntary For Good Reason” within the section for “Potential Payments Upon Termination or Change of Control.” In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrants’ principal executive officer and principal financial officer required by Sections 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment. This Amendment does not otherwise modify, amend, or update in any way the financial or other information contained in the Initial Filing.

FILING FORMAT

This Amendment is a combined report being filed by two separate registrants: Western Midstream Partners, LP and Western Midstream Operating, LP. Western Midstream Operating, LP is a consolidated subsidiary of Western Midstream Partners, LP that has publicly traded debt, but does not have any publicly traded equity securities. Information contained herein related to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant.

TABLE OF CONTENTS


Item						Page




	PART III

11.	Executive Compensation	4



	PART IV
15.	Exhibits, Financial Statement Schedules	31

PART III

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a description of the material elements, objectives, and principles of WES’s 2022 executive compensation program for its named executive officers (“NEOs”), recent compensation decisions, and the factors the Compensation Committee and the Board considered in making those decisions.

2022 Named Executive Officers

Michael P. Ure

President and

Chief Executive Officer

Kristen S. Shults

Senior Vice President and Chief Financial Officer

Robert W. Bourne

Senior Vice President and Chief Commercial Officer

Christopher B. Dial

Senior Vice President, General Counsel and Secretary

Catherine A. Green

Senior Vice President and Chief Accounting Officer

Ms. Shults was promoted to Senior Vice President and Chief Financial Officer (“CFO”) on May 2, 2022. In addition, Mr. Craig W. Collins, Former Senior Vice President and Co-Chief Operating Officer, was a named executive officer for 2022.

Executive Summary

Now that WES has substantially completed our strategic shift toward becoming a functionally independent company, we have turned our focus to creating value for WES unitholders through cost efficiencies, increasing the quality, safety, and reliability of WES’s service offerings, and a balanced approach to distributions, debt reduction, and common unit repurchases. Our compensation program is designed to align the interests of our executive officers with those of our unitholders by providing pay that is linked to the achievement of performance goals established to foster the creation of sustainable, long-term value for WES.

In 2022, our Board took the following key actions related to executive compensation:

•Established a Compensation Committee to assist the Board in making compensation decisions related to our executive officers and non-employee directors;

•Conducted an annual review of compensation for our executive officers and made changes to their base salaries, target bonus opportunities, and long-term incentive awards;

•Upon hiring of Daniel Holderman as Senior Vice President and Co-Chief Operating Officer, reviewed and approved his compensation package;

•Upon Ms. Shults’s appointment to CFO in May 2022, reviewed and approved changes to her compensation in order to reflect her new role and responsibilities;

•Following the appointment of Michael Forsyth as Senior Vice President, North Operations, reviewed and approved changes to his compensation in order to reflect his new role and responsibilities; and

•Reviewed our annual cash incentive program and updated the performance metrics to incorporate additional ESG metrics related to methane reduction and the development of greenhouse gas tracking and reporting processes.

These actions were taken in furtherance of our transition to a standalone midstream company and made to further align our executive compensation program with WES’s overall strategy, provide for the attraction and retention of executive talent, and align our executive officers’ interest with those of our long-term unitholders.

2022 Business and Performance Highlights

2022 continued to be a transformative year for WES as it implemented programs and policies to support the transition undertaken in 2020 to become a stand-alone midstream company. While executing this transition, and despite the continued challenges occasioned by a world-wide pandemic, during the 2022 fiscal year WES:

•Grew average throughput for natural-gas, crude-oil and NGLs, and produced-water by 1-percent, 3-percent and 19-percent year-over-year, respectively.

•Completed 39-percent of the $1.25 billion unit repurchase program by repurchasing 19,532,305 units for aggregate consideration of $487.6 million through year end 2022.

•Achieved year-end 2022 net leverage ratio of approximately 3.1 times, which surpasses the 2022 Enhanced Distribution leverage target of 3.4 times.

•Achieved full-year cash distribution guidance of $2.00 per unit or greater.

•Established a board-level Compensation Committee.

How We Make Compensation Decisions

Our Board has responsibility for approving the officer and director compensation plans, policies, and programs of the Partnership. Although not required by the NYSE listing standards, in February 2022, we established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors. The Compensation Committee and the Board use several resources in reviewing elements of executive compensation and making compensation decisions. These decisions are not purely formulaic, and the Compensation Committee and the Board exercise judgement and discretion as deemed appropriate.

Compensation Philosophy and Objectives of our Compensation Program

Our Board is committed to a compensation philosophy that is designed to align the interests of our executive officers with those of our unitholders by linking compensation to the achievement of performance goals established to foster the creation of long-term value. The executive compensation program has evolved over the last several years, corresponding to the Partnership’s transition to becoming a functionally independent company with a WES-dedicated management team. As noted above, WES established the Compensation Committee in February 2022 after the 2022 executive compensation actions were determined. Since its formation, the Compensation Committee has worked with its compensation consultant to assist the Board in developing a compensation framework that aligns the interests of our executive officers with those of our unitholders through a culture of equity ownership and an executive compensation program that is more heavily weighted toward at-risk compensation. In developing WES’s executive compensation program, the Compensation Committee intends to target a total compensation package for its executive officers, including the NEOs, that generally provides for (i) median market annual base compensation, (ii) incentive-based compensation composed of short-term incentives targeted slightly above the median market (i.e., approximately the 50th-60th percentile of market), and (iii) long-term incentives that are targeted to pay out at approximately the third-quartile of market. Going forward, the Compensation Committee will utilize this compensation philosophy along with the Partnership’s performance, individual performance, and general market conditions to determine the final compensation awards for the NEOs.

The Board and the Compensation Committee believe the design of our executive compensation program, and the Compensation Committee’s decisions and outcomes in 2022, support our compensation philosophy and objectives, including:

•Annual incentive awards earned are based on achievement of specific financial, operating, safety, and strategic goals;

•Performance-based long-term incentive awards are tied to specific and formulaic financial performance and stock price growth objectives;

•Aligning compensation with unitholder interests;

•Emphasizing performance-based compensation that balances short-term and long-term results; and

•Providing total compensation opportunities competitive with those offered to other executives across our industry.

Administration of Executive Compensation Program and Methodology

Role of the Compensation Committee. Our Compensation Committee, two members of which are independent directors, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program. The Compensation Committee is responsible for, among other things, the following:

•Reviewing the design and structure of WES’s executive compensation programs to promote alignment with WES's short-term and long-term strategies and business objectives;

•Establishing parameters for the benchmarking of compensation, including reviewing and approving an appropriate peer group of companies;

•Annually reviewing the corporate goals and objectives relevant to the compensation of the executive officers and their annual base salary, annual bonus or incentive opportunity, equity-based opportunities (including time-vested and performance-based phantom units), any supplemental benefits, and any employment, severance, or change-in-control agreements, and make recommendations to the Board with respect to such items; and

•Reviewing and discussing with management the Compensation Discussion and Analysis included in WES’s Annual Report on Form 10-K, and preparing a Compensation Committee Report for inclusion in such 10-K.

Our Compensation Best Practices. The Board and the Compensation Committee oversee the design and administration of the compensation program for our executive officers. The table below highlights the best practices utilized in the compensation process.


What We Do ü			•Align executive officer pay with performance by structuring more than 77% of pay as at-risk •Emphasize long-term performance in our equity incentive awards •Provide an appropriate mix of fixed and variable pay to encourage retention and increase long-term and sustainable unitholder value •Use appropriate peer group comparisons to determine compensation •Maintain a compensation committee, advised by an independent compensation consultant, that makes recommendations to the Board for approval •Require executive officers to maintain a meaningful equity ownership position via unit ownership •Pay distributions on performance unit awards only at the end of the performance period, based on units earned •Employ clawback provisions in our long-term equity awards

What We Don’t Do X			•Provide excessive perquisites or personal benefits to our executive officers •Allow short-selling or hedging of company securities •Excise tax gross-ups •Guaranteed bonuses •Automatic base salary increases

Role of the Compensation Consultant. Through July 2022, the Board retained Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant to assist the Board and the newly-formed Compensation Committee with the design of our executive compensation program for 2022. In August 2022, the Compensation Committee retained Zayla Partners (thereby replacing Meridian) as its independent compensation consultant to provide advice on various executive compensation matters. Meridian provided guidance on our benchmarking peer group, pay levels, pay mix, and overall executive compensation program design for the 2022 calendar year. Since its engagement by the Compensation Committee, Zayla Partners provided guidance with respect to our overall compensation program design for the 2023 calendar year. Throughout their respective engagements, each of the independent executive consultants reported directly to the Compensation Committee and the Board and provided no other material services to us.

Benchmarking Peers. With assistance from Meridian, the Board evaluated several factors when determining an appropriate peer group of companies to use for 2022 benchmarking compensation opportunities. These factors included: similar midstream businesses of comparable size and scope, comparable executive roles and responsibilities, similar structure (largely independent strategy and governance (whether MLP or C-Corp)), and companies that are in competition for the same senior executive talent. After conducting an annual review, there were no changes made to the peer group for 2022 compared to the peer group used to evaluate 2021 compensation decisions.

The Partnership’s peer group used for conducting the 2022 executive benchmarking assessment is listed below:


•Crestwood Equity Partners LP						•Magellan Midstream Partners LP
•DCP Midstream LP						•ONEOK, Inc.
•Enable Midstream Partners LP						•Plains All American Pipeline LP
•EnLink Midstream, LLC						•Targa Resources Corp.
•Equitrans Midstream Corporation						•Williams Companies, Inc.

Benchmarking Data. To assist in reviewing the design and structure of our executive compensation program, Meridian provided the Board with an independent assessment of the compensation programs and practices in our peer group. This assessment included compensation data and program design information that was obtained from the most recent public filings for each company. When reviewing benchmarking data, the Board reviewed 25th, 50th, and 75th percentile data in connection with the general structuring of the officers’ compensation packages; however, the Board did not target a specific percentile of the benchmark data for the 2022 compensation decisions, and in making specific officer compensation decisions, the Board has taken into account other considerations as noted below.

Role of Executive Officers in Setting Executive Compensation. The Board, after reviewing the information provided by Meridian for 2022 and considering other factors described below, determines, with input from Meridian, each element of compensation for our CEO. When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from our CEO. Additionally, at the Board’s request, our executive officers may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs. The Board is under no obligation to implement these recommendations. Executive officers and others may also attend Board meetings when invited to do so, but the executive officers do not attend when their individual compensation is being discussed.

Other Considerations. In addition to the above resources, the Board considers other factors when making compensation decisions, such as individual experience, individual performance, internal pay equity, development and succession status, and other individual or organizational circumstances, including the current market and business environment. With respect to equity-based awards, the Board also considers the expense of such awards and the relative value of each element comprising the executive officers’ target total compensation opportunity.

2022 Annual Compensation Program

We believe that compensation for our NEOs should be competitive within our stated peer group and any rewards should be directly linked to the interests of our unitholders. Our executive compensation program includes a mix of direct and indirect compensation elements. Performance metrics for short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy. We believe that a majority of an executive officer’s total compensation opportunity should be performance-based; however, we do not have a specified formula that dictates the overall weighting of each element. Our Board has established an annual target total compensation program designed to support WES’s long-term strategic objectives and be competitive with industry practices.

As illustrated in the charts below, our CEO’s target direct compensation is heavily weighted towards at-risk compensation, with 88% of our CEO’s compensation based on performance and time-based awards. In addition, 77% of our other NEOs’ target direct compensation, on average, is at-risk. Further, 72% of our CEO’s targeted annual direct compensation and 58%, on average, for our other NEOs’ targeted annual direct compensation is tied directly to WES’s unit performance through their annual long-term incentive awards.

Targeted Annual Direct Compensation

The charts above are based on the following compensation elements, as discussed under Analysis of 2022 Compensation Actions: base salaries approved in 2022; 2022 target bonus opportunities; and the target value of the 2022 annual long-term incentive awards.

Direct Compensation Elements. WES’s direct compensation program is based on three key elements of compensation: base salary, long-term incentives comprised of equity-based awards, including time-based and performance-based awards, and short-term incentive comprised of an annual cash bonus award. Each element is intended to offer a competitive compensation level relative to our peers that aids in the retention of our executives.

Element

Award

Performance Metrics

Purpose

Base Salary

Cash

N/A

Provides a fixed level of competitive compensation based on performance, expertise, and experience to attract and retain executive talent

Equity-Based Awards

Time-Based Units
(50% of award)

Absolute Unit Price

Time-based Units align with absolute unit price and provide retentive value, especially in a volatile industry

ROA Units
(25% of award)

3-Year Return on Assets (“ROA”)
Absolute Unit Price

ROA Units reward sustained financial performance by providing an incentive for NEOs to focus on efficiently managing WES’s assets to generate earnings and provide a retentive value

TUR Units
(25% of award)

3-Year Relative Total Unitholder Return
(“TUR”)
Absolute Unit Price

TUR Units reward unit price performance relative to our performance peer group, provide an effective comparison of our unit price performance against an industry peer group, align the interests of our NEOs with that of our unitholders, and provide a retentive value

Annual Cash Incentives

Cash

Adjusted EBITDA
Free Cash Flow
System Availability
TRIR
Volunteer Participation
Methane Reduction
Greenhouse Gas

Based on the achievement of WES’s performance goals, which are aligned with key financial, operational, and sustainability metrics, the annual cash incentive provides incentives for the NEOs to focus and excel in areas aligned with WES’s short-term business objectives

Analysis of 2022 Compensation Actions

The following is a discussion of the specific actions taken by the Board in 2022 related to each of our direct compensation elements. Each element is reviewed annually, unless circumstances, such as a promotion, other change in responsibilities, significant corporate event or a material change in market conditions, require a more frequent review.

Base Salary. In setting base salary levels for each of the NEOs, the Board considered a number of factors, including each executive’s experience, individual performance, internal pay equity, development, and other individual or organizational circumstances, including the current market and business environment.


Name	Salary Approved in 2021 ($)	Salary Approved in 2022 ($)	% Change
Mr. Ure	725,000	775,000	6.9	%
Ms. Shults (1)	—	400,000	—
Mr. Dial	400,000	425,000	6.3	%
Mr. Bourne	405,000	425,000	4.9	%
Ms. Green (1)	—	400,000	—
Mr. Collins (2)	475,000	510,000	7.4	%

________________________________________________________________________________________

(1)Ms. Shults and Ms. Green were not NEOs for the year 2021.

(2)Mr. Collins left WES effective November 11, 2022.

The Board approved an increase to Mr. Ure’s salary to better align his salary with the median of the peer benchmark data for the chief executive officer position. Ms. Shults did not receive a salary increase in conjunction with her appointment to CFO in May 2022. The salary increases for the other NEOs were based on internal compensation alignment considerations and to bring their salaries closer to the median of the peer benchmark data.

Equity-Based Long-term Incentive Awards. Our long-term incentive program aligns our NEOs’ interests with those of our unitholders by providing them with the opportunity to earn compensation based on WES’s success. Our Board did not make changes in 2022 to the structure of our annual long-term incentive program that consists of a combination of time-based units and performance-based units. This use of both time-based and performance-based awards is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention. Our equity-based long-term incentive program is designed to reward our executive officers for sustained long-term unit performance. This program represents 72% of targeted annual direct compensation for our CEO and an average of 58% for our other NEOs.

Time-Based Units. These units, reflecting 50% of the overall 2022 annual long-term incentive awards, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date. Upon vesting, the awards are settled in WES units. Distribution equivalent rights for time-based awards are paid in cash on a current basis during the vesting period. Our Board has determined that granting time-based units aligns the interests of our NEOs with our unitholders, provides a retention tool, and rewards long-term service.

Return on Asset Performance Units (“ROA Units”). The Board established ROA as a performance criterion for 25% of the 2022 annual long-term incentive awards. ROA is calculated each year during a three-year performance period as follows:

Adjusted
EBITDA

divided by

Average
Consolidated Total
Assets

The actual number of ROA Units earned for the three-year performance period will be based on WES’s average annual ROA performance during the performance period. The following table reflects the payout scale used to determine the number of ROA Units earned. In the event performance falls between a whole percentage, the payout will be interpolated linearly.


WES 3-Year Average ROA	19%	18%	17%	16%	15%	14%	13%	12%	11%
Payout as a % of Target	200%	175%	150%	125%	100%	75%	50%	25%	0%

The number of ROA Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our ROA results. Distribution equivalent rights for ROA Units paid prior to the settlement of such ROA Units are accrued and paid in cash at the end of the performance period based on the actual performance results of the underlying award.

Total Unit Return Performance Units (“TUR Units”). The Board established relative TUR as a performance criterion for 25% of the 2022 annual long-term incentive awards. The units vest based on our TUR performance ranking relative to our peer group over a three-year performance period, with TUR calculated as follows:

Average Closing Common Unit Price for the last 30 trading days of the performance period

minus

Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period

plus

Distributions paid per Common Unit over the performance period (based on ex-dividend date)

divided by

Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period

The industry peer group for our 2022 TUR awards is listed below. There were no changes in peer companies compared to the 2021 peer group.


•Antero Midstream Corporation						•Equitrans Midstream Corporation
•Crestwood Equity Partners LP						•Magellan Midstream Partners LP
•DCP Midstream LP						•Plains All American Pipeline LP
•EnLink Midstream, LLC						•Targa Resources Corporation

If during the performance period, a peer company is acquired, ceases to exist, ceases to be a publicly-traded partnership, files for bankruptcy, spins off 25% or more of its assets, or sells all or substantially all of its assets, then such peer company shall be deemed to fall to the bottom of the relative TUR ranking for the performance period.

The actual number of TUR Units earned for the three-year performance period will be based on WES’s relative TUR performance during the performance period. The following table reflects the payout scale used to determine the number of TUR Units earned.


Final Relative Ranking	1	2	3	4	5	6	7	8	9
Payout as a % of Target	200%	175%	150%	125%	100%	75%	50%	25%	0%

The number of TUR Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our relative TUR performance. Distribution equivalent rights for TUR Units made during the performance period are accrued and paid in cash at the end of the performance period based on the actual performance of the underlying award.

Equity Awards Granted in 2022. In 2022, the Board approved the below annual long-term incentive awards. These awards are included in the Grants of Plan-Based Awards Table. The target value of the 2022 annual equity awards granted to the NEOs, excluding Ms. Shults, reflect an increase of approximately 25%, on average, compared to their prior year target value of annual awards. In conjunction with her promotion to CFO in May 2022, Ms. Shults received a one-time promotional grant with a target value of $1,050,000 delivered in 50% time-based units, 25% TUR performance units, and 25% ROA performance units. This award was intended to align Ms. Shults’s compensation with the other NEOs by providing her a similar link to performance and to increase her equity holdings to a level consistent with the CFO role. In determining the annual equity awards, the Board took into consideration our peer benchmarking data, internal pay equity, retention concerns, and current NEO unit ownership levels.


	Total Target LTI Value ($) (1)	Time-Based Units (50%)		TUR Units (25%)		ROA Units (25%)
Name		Number of Units (#)	Target Value ($)	Number of Units (#)	Target Value ($)	Number of Units (#)	Target Value ($)
Mr. Ure	4,500,000	86,705	2,250,000	43,353	1,125,000	43,353	1,125,000
Ms. Shults (2)	1,700,000	46,533	1,175,000	10,838	262,500	10,838	262,500
Mr. Dial	900,000	17,341	450,000	8,671	225,000	8,671	225,000
Mr. Bourne	900,000	17,341	450,000	8,671	225,000	8,671	225,000
Ms. Green	650,000	12,524	325,000	6,262	162,500	6,262	162,500
Mr. Collins (3)	1,700,000	32,755	850,000	16,378	425,000	16,378	425,000

_________________________________________________________________________________________

(1)Target LTI values approved by the Board vary from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which are calculated in accordance with FASB ASC Topic 718.

(2)Ms. Shults’s values include her CFO promotional award and her 2022 annual award she received prior to her promotion to CFO. Her annual award of time-based units was granted under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan.

(3)Per the terms of Mr. Collins’s award agreements, upon his departure from WES, he received a prorated portion of these awards.

Performance Unit Awards - Results for the Performance Period Ended December 31, 2022. In February 2023, the Compensation Committee recommended for certification, and the Board certified, the performance results for the 2020 annual TUR Unit and ROA Unit awards. These awards had a three-year performance period that began on January 1, 2020, and ended December 31, 2022. Under the 2020 TUR Unit awards, WES ranked 3rd in TUR relative to the established peer group, which resulted in a payout of 150%. Under the 2020 ROA Unit awards, WES achieved a three-year average ROA of 17.5%, which resulted in a payout of 163.3%. Upon the Board’s performance certification, these awards were paid in the form of WES units.

The following table lists the target number of performance units awarded and actual performance units earned by the NEOs under the 2020 annual TUR Unit and ROA Unit awards.


	ROA Units		TUR Units
	Paid at 163.3% of Target		Paid at 150% of Target
Name	Number of Units - Target	Number of Units - Earned	Number of Units - Target	Number of Units - Earned
Mr. Ure	46,817	76,452	46,817	70,226
Ms. Shults (1)	—	—	—	—
Mr. Dial	9,363	15,290	9,363	14,045
Mr. Bourne	10,924	17,839	10,924	16,386
Ms. Green	3,902	6,372	3,902	5,853
Mr. Collins (2)	19,344	31,589	19,344	29,016

_________________________________________________________________________________________

(1)Ms. Shults was not eligible for a grant of performance units in 2020.

(2)Per the terms of Mr. Collins’s award agreements, upon his departure from WES, he received a prorated portion of these awards.

Performance-Based Annual Cash Incentives—WES Cash Bonus Program. Our Board has approved the WES Cash Bonus Program (“WCB Program”) under our Incentive Compensation Program. Under the WCB Program, annual cash bonus awards are earned by eligible employees, including our NEOs, taking into account the achievement of specified business objectives and individual performance objectives. The Board maintains full discretion in determining overall performance under the WCB Program and may adjust bonus payouts based on factors it deems relevant.

In February 2022, individual target bonus dollar values were approved by the Board for each of our NEOs as noted in the table below.


	2021 Target Bonus		2022 Target Bonus
Name	$	% of Salary	$	% of Salary
Mr. Ure	833,750	115%	968,750	125%
Ms. Shults (1)	—	—	320,000	80%
Mr. Dial	275,000	69%	340,000	80%
Mr. Bourne	330,000	81%	340,000	80%
Ms. Green (1)	—	—	320,000	80%
Mr. Collins (2)	475,000	100%	586,500	115%

_________________________________________________________________________________________

(1)Ms. Shults and Ms. Green were not NEOs for the year 2021.

(2)Mr. Collins left WES effective November 11, 2022.

Changes to target bonuses for 2022 were determined based on a review of our peer benchmarking data and internal pay equity considerations. The Board did not approve a change in Ms. Shults’s target bonus opportunity at the time of her promotion to CFO.

In February 2022, the Board approved performance measures and targets to be used as an aid in determining annual cash awards under the WCB Program for the one-year performance period that ended December 31, 2022. Our annual incentive program was designed to include measures that support our primary business strategy of creating long-term value for our unitholders by safely delivering above-average customer service and system availability, and obtaining new business over time, while achieving costs efficiencies and optimizing our financial profile. The overall design of the 2022 WCB Program is similar to the 2021 WCB Program, but with some changes to our environmental and safety metrics. Emphasizing our commitment to sustainability, we incorporated goals regarding methane reduction and greenhouse gas tracking and reporting processes into the Program. The addition of these two metrics to our existing Sustainability metrics of Total Recordable Incident Rate (“TRIR”) and Volunteer Participation supports our foundational pillar of sustainable operations through our commitment to the safety of our people, lowering our carbon intensity, and improving our communities.

The table below reflects the Partnership’s 2022 performance metrics, performance targets and performance under these metrics.

Performance Metric

Relative Weighting Factor

WCB Program
Performance
Targets

WCB Program Performance
Results

Financial

Adjusted EBITDA (1)

30%

$1,975MM

$2,127.9MM

Free Cash Flow (2)

30%

$1,250MM

$1,357.8MM

Operational

System Availability (3)

20%

99%

98.7%

Sustainability

TRIR (4)

0.30

0.53

Employee Volunteer Participation (5)

50% Participation

63.4%

Methane Reduction

5% Reduction

5.8%

Greenhouse Gas (6)

Qualitative

Achieved

100%

_________________________________________________________________________________________

(1)Adjusted EBITDA, for purposes of the WCB program, excludes the effects of revenue recognition cumulative adjustments (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of the Initial Filing).

(2)Free cash flow, for purposes of the WCB program, excludes the effects of changes in working capital (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of the Initial Filing).

(3)System Availability is a measure of the “real” average availability experienced by WES’s customers related to its gas systems, oil systems, and water-disposal wells. It considers the ratio of average actual daily volumes to expected daily volumes and includes all experienced sources of downtime, such as scheduled and unscheduled downtime, logistic downtime, etc. The total availability score is a weighted average with more weight given to higher gross-margin-producing assets.

(4)TRIR includes injuries or illnesses that result in any of the following: days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, or death.

(5)Employee Volunteer Participation includes employee volunteer participation through a WES coordinated event focused on local nonprofit organizations or individual volunteer time through a registered 501(c)3.

(6)WES set a qualitative goal to develop a Greenhouse Gas (“GHG”) emissions management system to measure GHG emissions and identify actionable emissions-reduction projects.

2022 WCB Program Performance Assessment. In assessing the Partnership’s performance under the WCB Program, the Board considered our performance against the pre-established targets for the year. Based upon the results described above and in recognition of the overall excellent financial and operational performance, including exceptional achievement with respect to Adjusted EBITDA, Free cash flow, and WES’s methane emissions reduction goals, the Board approved a payout of 157% under the 2022 WCB Program.

Actual Bonuses Earned for 2022. The cash bonus awards for 2022 for our NEOs are shown in the table below and are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.


Name	Target Bonus ($)		Board Assessment of 2022 WCB Program		Cash Bonus Awards ($)
Mr. Ure	968,750	x	157%	=	1,520,938
Ms. Shults (1)	320,000	x	157%	=	502,400
Mr. Dial	340,000	x	157%	=	533,800
Mr. Bourne	340,000	x	157%	=	533,800
Ms. Green	320,000	x	157%	=	502,400
Mr. Collins (2)	506,158	x	157%	=	794,668

_________________________________________________________________________________________

(1)Ms. Shults was promoted to Senior Vice President and CFO May 2, 2022. The Board did not approve a change in Ms. Shults’s target bonus opportunity at the time of her promotion to CFO.

(2)Mr. Collins left WES effective November 11, 2022, and his target bonus is reflected on a pro-rata basis.

Indirect Compensation Elements

As identified in the table below, the Partnership provides certain benefits and perquisites (considered indirect compensation elements) that are considered typical within our industry and necessary to attract and retain executive talent. The value of each element of indirect compensation is generally structured to be competitive within our industry.


Indirect Compensation Element						Primary Purpose
Retirement Benefits						•Attracts talented executive officers and rewards them for extended service •Offers secure and tax-advantaged vehicles for executive officers to save effectively for retirement
Other Benefits (for example, health care, paid time off, disability, and life insurance) and Perquisites						•Enhances executive welfare and financial security •Provides a competitive package to attract and retain executive talent, but does not constitute a significant part of an executive officer’s compensation
Severance Benefits						•Attracts and helps retain executives in a volatile and consolidating industry •Provides transitional income following an executive’s involuntary termination of employment •In the event of a Change in Control, promotes management independence and helps retain, stabilize, and focus the executives

Retirement Benefits. All of our employees, including our NEOs, are eligible to participate in the Western Midstream Savings Plan, a tax-qualified savings plan maintained by WES. In 2021, our Board approved the Western Midstream Savings Restoration Plan, which is a non-qualified deferred compensation plan implemented to provide for the deferral of employer contributions that the participant would have otherwise been eligible for absent the Internal Revenue Code (“IRC”) limitations that restrict the amount of benefits payable under the tax-qualified savings plan.

Other Benefits. We provide other benefits such as medical, dental, vision, flexible spending and health savings accounts, paid time off, life insurance, and disability coverage to our executive officers. These benefits are also provided to all other eligible employees.

Perquisites. We provide a limited number of perquisites, including reimbursement of financial counseling, tax preparation, and estate planning services expense up to $4,000 annually, and reimbursement for the cost of personal excess liability insurance. The expenses related to the perquisites are imputed and considered taxable income to the executive officers, as applicable. We do not provide tax gross-ups on these perquisites. The incremental costs of the perquisites provided are included in the “All Other Compensation” column and supporting footnotes of the Summary Compensation Table.

Severance Benefits. Each of our NEOs is covered by the Western Midstream Partners, LP Executive Severance Plan (the “ESP”) and the Western Midstream Partners, LP Executive Change in Control Severance Plan (the “CIC Plan”).

Executive Severance Plan. The ESP provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason.” Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits:

•An amount equal to 2.0 times the sum of base salary and annual target bonus for the CEO and 1.5 times base salary and annual target bonus for the other NEOs;

•A prorated annual bonus for the year of termination, with payout based on actual performance;

•Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination;

•Prorated vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with prorated performance awards based on actual performance under the original award agreement and paid at the end of the performance period;

•Outplacement services for up to nine months; and

•Any accrued, but unused as of the date of the termination, vacation pay.

Executive Change In Control Severance Plan. The CIC Plan provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason” on or after the date 180 days prior to the consummation of a Change in Control and within two years after the consummation of the Change in Control (“Protection Period”). Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits:

•An amount equal to 2.99 times the sum of base salary and annual target bonus for the CEO and 2.0 times base salary and annual target bonus for the other NEOs;

•A prorated bonus for the year of termination, determined based on the greater of target performance and actual performance;

•Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination;

•Full vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with performance-based awards vesting at the greater of target and actual performance;

•Outplacement services for up to nine months; and

•Any accrued, but unused as of the date of the termination, vacation pay.

A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below, including a discussion of the ESP benefits payable to Mr. Collins upon his departure from the Partnership on November 11, 2022.

Additional Compensation Policies and Provisions

The following provides a discussion of additional policies and provisions we have in place related to our overall executive compensation program.

Equity Grant Practices. WES maintains the Western Gas Partners, LP 2017 Long-Term Incentive Plan and the Western Midstream Partners, LP 2021 Long-Term Incentive Plan, which govern the issuance of equity and equity-based awards. The Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan, under which certain outstanding awards were issued, expired in November 2022. Under the provisions of these plans, the Board has the authority to grant equity awards to our Section 16 officers. The grant date fair value of each award is based on the closing unit price of WES’s units on the NYSE on the grant date as designated by the Board. The grant date fair value of the TUR Units also incorporates the estimated payout percentage of the award on the grant date.

Equity Ownership Guidelines. In order to align the interests of executives and unitholders, the Board has approved executive equity ownership guidelines as noted below. Executives are expected to comply with these guidelines within five years of the date the individual is first elected to the office. An officer who does not meet the minimum ownership guideline may not sell any Western Midstream units until he or she meets the guideline and would continue to meet the guideline following any such sale. In determining equity ownership levels, we include an executive’s direct unit holdings (including units held in a living trust or by a family partnership or corporation controlled by the executive, unless the executive expressly disclaims beneficial ownership of such units) and long-term incentive awards, including time-based restricted unit awards and vested performance unit awards. Unvested performance unit awards do not count towards the ownership guidelines.


Position						Multiple of Base Salary
Chief Executive Officer						6
CFO/COO						4
Other Senior Vice Presidents						3

Clawback Provisions. Per the terms of our 2022 long-term incentive awards which were granted under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan and the Western Gas Partners, LP 2017 Long-Term Incentive Plan, if WES is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if the recipient knowingly engaged in the misconduct (whether or not they are an individual subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Board (or delegated Plan Administrator) may determine that the recipient must reimburse WES the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Prohibition Against Derivative Transactions and Hedging. Our Insider Trading Policy expressly prohibits directors, officers and designated employees from directly or indirectly entering into equity derivative or other financial instruments (including, but not limited to, options, puts, calls, swaps, collars, forward contracts, hedges, exchange funds or short sales) tied to WES securities (including equity securities received as part of a compensation program as well as WES equity securities acquired personally).

Blackout Periods. Our Insider Trading Policy prescribes regularly scheduled blackout periods for each fiscal quarter. The scheduled blackout periods begin on the last calendar day of the quarter and end two full trading days following the public release of the applicable quarter’s earnings. The blackout periods apply to all WES officers, including our NEOs, all directors of our General Partner, employees working in our Denver, Colorado and The Woodlands, Texas offices, and any other person designated by our General Counsel from time to time. These blackout restrictions also apply to the immediate family and others who live in their homes, as well as any trust, partnership, or other entity in which the covered individual controls.

Tax Law Considerations. We are a limited partnership for United States federal income tax purposes. Therefore, the compensation paid to our NEOs is not subject to the deduction limitations under Section 162(m) of the IRC. We have structured our compensation programs in a manner intended to be exempt from, or to comply with Section 409A of the IRC.

Compensation Committee Report

The Compensation Committee, the members of which are listed below, is responsible for reviewing and recommending to the Board for approval actions related to the executive compensation programs of the Partnership. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that it be included in the Initial Filing.

The Compensation Committee of Western Midstream Holdings, LLC:

Lisa Stewart, Chairperson

Peter J. Bennett

Oscar K. Brown

Nicole E. Clark

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation amounts for our NEOs for the years ended December 31, 2022, 2021, and 2020.


Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (3)	All Other Compensation ($) (4)	Total ($)
Michael P. Ure	2022	767,308	—	5,034,558	1,520,938	325,201	7,648,005
President and	2021	713,462	416,041	6,259,276	984,659	344,607	8,718,045
Chief Executive Officer	2020	641,346	617,500	4,133,602	—	42,439	5,434,887
Kristen S. Shults	2022	362,731	—	1,807,184	502,400	68,558	2,740,873
Senior Vice President and
Chief Financial Officer
Christopher B. Dial (5)	2022	421,154	—	1,006,937	533,800	123,641	2,085,532
Senior Vice President,	2021	388,462	137,225	1,459,424	324,775	100,514	2,410,400
General Counsel and Secretary
Robert W. Bourne	2022	421,923	—	1,006,937	533,800	165,975	2,128,635
Senior Vice President and	2021	405,000	164,670	1,201,841	389,730	181,082	2,342,323
Chief Commercial Officer	2020	417,692	313,500	981,448	—	41,725	1,754,365
Catherine A. Green (6)	2022	384,616	400,000	727,206	502,400	144,897	2,159,119
Senior Vice President and
Chief Accounting Officer
Craig W. Collins (7)	2022	445,769	—	1,901,951	794,668	1,906,098	5,048,486
Former Senior Vice President and	2021	471,923	237,025	2,575,436	560,975	204,045	4,049,404
Chief Operating Officer	2020	461,923	370,500	1,757,410	—	41,500	2,631,333

_________________________________________________________________________________________

(1)For 2021, this column reflects the portion of the annual cash bonus awards that is attributed to the Board’s exercise of its discretion in assessing our performance results under the WCB Program for the year ended December 31, 2021, as discussed in the Compensation Discussion and Analysis. For 2020, this column reflects annual cash bonus awards under the WCB Program for the year ended December 31, 2020.

(2)This column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures). The grant date fair value of the time-based units and ROA units equals the number of units granted multiplied by the WES closing unit price on the grant date. The grant date fair value of the TUR units is calculated based on a Monte-Carlo valuation on the grant date. The maximum values, assuming a 200% payout, of the 2022 ROA unit awards as of the grant date for Mr. Ure, Ms. Shults, Mr. Dial, Mr. Bourne, Ms. Green, and Mr. Collins were approximately $2.3 million, $0.52 million, $0.45 million, $0.45 million, $0.32 million, and $0.85 million, respectively. The maximum values, assuming a 200% payout, of the 2022 TUR unit awards as of the grant date for Mr. Ure, Ms. Shults, Mr. Dial, Mr. Bourne, Ms. Green, and Mr. Collins were approximately $3.3 million, $0.74 million, $0.66 million, $0.66 million, $0.48 million, and $1.3 million, respectively. The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of the Initial Filing. For information regarding the awards granted in 2022, see the Grants of Plan-Based Awards in 2022 table.

(3)This column reflects the portion of the annual cash bonus awards calculated based on our unadjusted performance results, pursuant to the WCB Program.

(4)The 2022 amounts are detailed in the table below:


Name	Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($)	Other ($) (i)	Total ($)
Michael P. Ure	325,201	—	325,201
Kristin S. Shults (5)	68,558	—	68,558
Christopher B. Dial (5)	123,641	—	123,641
Robert W. Bourne	165,975	—	165,975
Catherine A. Green (5)	144,897	—	144,897
Craig W. Collins (6)	186,565	1,719,533	1,906,098

________________________________________________________________

(i) For Mr. Collins, the amount includes benefits payable under the Executive Severance Plan in the amount of $1,644,750 and the payout upon his termination of his accrued but unused paid time off balance of $74,783.

(5)Ms. Shults and Ms. Green were not NEOs for the years ended December 31, 2021 and 2020. Mr. Dial was not an NEO for the year ended December 31, 2020.

(6)Reflects a $400,000 retention bonus for which restrictions lapsed during 2022.

(7)Mr. Collins left WES effective November 11, 2022.

Grants of Plan-Based Awards in 2022

The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards. The equity incentive plan and unit awards were granted pursuant to the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan and the Western Gas Partners, LP 2017 Long-Term Incentive Plan during 2022 to each of the NEOs as described below.

Non-Equity Incentive Plan Awards (WCB Program). Values disclosed reflect the estimated cash payouts under the WES WCB Program, as discussed in the Compensation Discussion and Analysis. If threshold levels of performance are not met, the payout can be zero. If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants.

Equity Incentive Plan Awards (ROA Units and TUR Units). Values disclosed reflect grant date fair values for ROA Units and relative TUR Units, as discussed in the Compensation Discussion and Analysis. Officers may earn between 0% and 200% of the target awards based on WES’s performance and continued service over a three-year performance period ending December 31, 2024. Performance units earned are settled in the form of common units. The awards include tandem distribution equivalent rights accrued and paid in cash at the end of the performance period based on actual performance.

Time-Based Unit Awards. Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years, beginning on February 12, 2023. The awards include tandem distribution equivalent rights paid in cash on a current basis.


								All Other Unit Awards: Number of Units (#)	Grant Date Fair Value of Unit Awards ($) (2)
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
Name and Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($) (1)	Threshold (#)	Target (#)	Maximum (#)
Michael P. Ure	—	—	968,750	—	—	—	—	—	—
Time-Based Units	02/15/2022	—	—	—	—	—	—	86,705	2,249,995
ROA Units	02/15/2022	—	—	—	10,838	43,353	86,706	—	1,125,010
TUR Units	02/15/2022	—	—	—	10,838	43,353	86,706	—	1,659,553
Kristen S. Shults (3)	—	—	320,000	—	—	—	—	—	—
Time-Based Units	02/15/2022	—	—	—	—	—	—	24,857	650,011
Time-Based Units	05/02/2022	—	—	—	—	—	—	21,676	524,993
ROA Units	05/02/2022	—	—	—	2,710	10,838	21,676	—	262,496
TUR Units	05/02/2022	—	—	—	2,710	10,838	21,676	—	369,684
Christopher B. Dial	—	—	340,000	—	—	—	—	—	—
Time-Based Units	02/15/2022	—	—	—	—	—	—	17,341	449,999
ROA Units	02/15/2022	—	—	—	2,168	8,671	17,342	—	225,012
TUR Units	02/15/2022	—	—	—	2,168	8,671	17,342	—	331,926
Robert W. Bourne	—	—	340,000	—	—	—	—	—	—
Time-Based Units	02/15/2022	—	—	—	—	—	—	17,341	449,999
ROA Units	02/15/2022	—	—	—	2,168	8,671	17,342	—	225,012
TUR Units	02/15/2022	—	—	—	2,168	8,671	17,342	—	331,926
Catherine A. Green	—	—	320,000	—	—	—	—	—	—
Time-Based Units	02/15/2022	—	—	—	—	—	—	12,524	324,998
ROA Units	02/15/2022	—	—	—	1,566	6,262	12,524	—	162,499
TUR Units	02/15/2022	—	—	—	1,566	6,262	12,524	—	239,709
Craig W. Collins	—	—	586,500	—	—	—	—	—	—
Time-Based Units	02/15/2022	—	—	—	—	—	—	32,755	849,992
ROA Units	02/15/2022	—	—	—	4,095	16,378	32,756	—	425,009
TUR Units	02/15/2022	—	—	—	4,095	16,378	32,756	—	626,950

_________________________________________________________________________________________

(1)The non-equity incentive plan has a maximum overall funding of 200% of the aggregate target payout for all participants, but there are no individual maximums established.

(2)The amounts reflect the fair value on the grant date of the awards made to the NEOs in 2022 computed in accordance with FASB ASC Topic 718. The value ultimately realized by the executive upon the actual vesting of the award(s) may or may not be equal to the determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of the Initial Filing.

(3)Time-Based Units, ROA Units, and TUR Units were granted to Ms. Shults on May 2, 2022, in connection with her promotion to Senior Vice President and CFO.

Outstanding Equity Awards at Year-End 2022

The following table reflects outstanding equity awards for each NEO as of December 31, 2022. The market values shown are based on WES’s closing unit price of $26.85 on December 30, 2022.


	Unit Awards
			Equity Incentive Plan Awards
	Restricted Units (1)		Performance Units (2)
	Number of Units That Have Not Vested (#)	Market Value of Units That Have Not Vested ($)	Number of Unearned Units That Have Not Vested (#)	Market or Payout Value of Unearned Units That Have Not Vested ($)
Name
Michael P. Ure
Time-Based Units	222,686	5,979,119	—	—
ROA Units	—	—	357,536	9,599,842
TUR Units	—	—	262,168	7,039,211
Kristin S. Shults
Time-Based Units	57,393	1,541,002	—	—
ROA Units	—	—	21,589	579,665
TUR Units	—	—	13,548	363,764
Christopher B. Dial
Time-Based Units	46,627	1,251,935	—	—
ROA Units	—	—	79,855	2,144,107
TUR Units	—	—	58,339	1,566,402
Robert W. Bourne
Time-Based Units	44,520	1,195,362	—	—
ROA Units	—	—	74,057	1,988,430
TUR Units	—	—	54,775	1,470,709
Catherine A. Green
Time-Based Units	25,602	687,414	—	—
ROA Units	—	—	29,973	804,775
TUR Units	—	—	21,552	578,671
Craig W. Collins
Time-Based Units	—	—	—	—
ROA Units	—	—	92,685	2,488,592
TUR Units	—	—	71,490	1,919,507

_________________________________________________________________________________________

(1)The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2022 Table:


Vesting Date	Mr. Ure	Ms. Shults	Mr. Dial	Mr. Bourne	Ms. Green
02/12/2023	122,901	23,246	26,145	25,612	13,054
02/12/2024	70,883	18,636	14,701	13,127	8,373
02/12/2025	28,902	15,511	5,781	5,781	4,175

(2)The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2022 Table. The number of outstanding ROA Units for each award is calculated based on WES’s return-on-assets performance as of December 31, 2022, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2022, WES’s performance under the ROA awards was 163.3%, 176.7%, and 199.2% for the performance periods ending December 31, 2022, 2023, and 2024, respectively.


Performance Period	Mr. Ure	Ms. Shults	Mr. Dial	Mr. Bourne	Ms. Green	Mr. Collins
1/1/2020 to 12/31/2022 (i)	76,452	—	15,290	17,839	6,372	31,589
1/1/2021 to 12/31/2023	194,725	—	47,292	38,945	11,127	51,750
1/1/2022 to 12/31/2024	86,359	21,589	17,273	17,273	12,474	9,346

_______________________________________________________________

(i) Payment of these awards, earned for the performance period ending December 31, 2022, were made in February 2023 after the Compensation Committee’s certification of the performance results. These awards are discussed further in the Compensation Discussion and Analysis.

(3)The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2022 Table. The number of outstanding TUR Units for each award is calculated based on WES’s relative total unit return performance ranking as of December 31, 2022, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2022, WES’s performance under the TUR awards was 150%, 125%, and 125% for the performance periods ending December 31, 2022, 2023, and 2024, respectively.


Performance Period	Mr. Ure	Ms. Shults	Mr. Dial	Mr. Bourne	Ms. Green	Mr. Collins
1/1/2020 to 12/31/2022 (i)	70,226	—	14,045	16,386	5,853	29,016
1/1/2021 to 12/31/2023	137,751	—	33,455	27,550	7,871	36,609
1/1/2022 to 12/31/2024	54,191	13,548	10,839	10,839	7,828	5,865

________________________________________________________________

Option Exercises and Units Vested in 2022

The following table reflects information about the aggregate dollar value realized during 2022 by our NEOs for WES awards that vested in 2022.


	Unit Awards
Name	Number of Units Acquired on Vesting (#) (1)	Value Realized on Vesting ($) (2)
Michael P. Ure	104,415	2,846,505
Kristen S. Shults	7,734	210,906
Christopher B. Dial	22,531	614,228
Robert W. Bourne	22,290	607,635
Catherine A. Green	9,776	266,514
Craig W. Collins	78,173	2,171,499

_________________________________________________________________________________________

(1)The number of units acquired on vesting includes the time-based units that vested in 2022 and the distribution equivalent rights that, per the terms of the underlying 2020 award agreements, were settled in common units on the date of the distribution payments.

(2)The value realized on vesting represents the aggregate number of units that vested multiplied by the common unit price on the vesting date. The actual value ultimately realized by the officer, may be more or less than the value disclosed in the above table, depending upon the timing in which he held or sold the units associated with the vesting occurrence.

Pension Benefits for 2022

WES does not have a defined benefit pension plan that provides NEOs a fixed monthly retirement payment. Instead, all salaried employees on the U.S. dollar payroll, including the NEOs, are eligible to participate in the Partnership’s 401(k) plan, a tax-qualified defined contribution plan.

Nonqualified Deferred Compensation for 2022

The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations. Eligible compensation includes base salary earnings and annual WCB payments. Participants may direct contributions into investment options that mirror those provided under the Partnership’s 401(k) Plan. In general, deferred amounts are distributed to the participant in lump sum upon separation from service.


Name	Executive Contributions in 2022		Partnership Contributions in 2022 (1)		Aggregate Earnings / Losses in 2022		Aggregate Withdrawal / Distributions in 2022		Aggregate Balance at End of 2022 (2)
Michael P. Ure	$	—	$	284,701	$	(15,693)	$	—	$	430,152
Kristin S. Shults	—		25,863		—		—		25,863
Christopher B. Dial	—		83,141		(5,223)		—		124,323
Robert W. Bourne	—		125,475		(7,776)		—		201,344
Catherine A. Green	—		104,397		(3,550)		—		132,382
Craig W. Collins	—		150,450		(9,648)		—		228,665

_________________________________________________________________________________________

(1)Reflects contributions earned for fiscal year 2022, although not credited to participant accounts until 2023. These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2022.

(2)The balance for each NEO includes Partnership contributions previously reported in the Summary Compensation Table for fiscal years prior to 2022 in the following aggregate amounts: Mr. Ure - $161,144; Ms. Shults - $0; Mr. Dial - $47,805; Mr. Bourne - $83,645; Ms. Green - $0; and Mr. Collins - $87,863.

Potential Payments Upon Termination or Change of Control

As of December 31, 2022, all of our NEOs were eligible for severance benefits under the ESP and CIC Plan that were amended and restated, and approved by our Board, in November 2022 (discussed in detail in the CD&A Severance section).

Upon Mr. Collins’s departure from the Partnership on November 11, 2022, he received the following benefits under the ESP: cash severance of $1,644,750 payable in lump sum; an annual bonus for 2022 in the amount of $794,668 paid at the same time as other executives; up to two years of continued health and welfare benefits at the employee rates, valued at $6,024; and he is eligible for the reimbursement of up to nine months of outplacement services. Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $1,025,256. This value reflects the prorated time-based units that vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2022. The performance units will be paid after the end of the performance period based on actual performance. Mr. Collins will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $235,000(1). Mr. Collins entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure. The Release Agreement also includes a release of claims, confidentiality, cooperation, non-solicitation, non-competition, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.

The following tables reflect potential payments to our NEOs under existing plans and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2022 and, where applicable, using the closing price of our common unit of $26.85 (as reported on the NYSE as of December 30, 2022). In addition to the reported amounts, following a separation from service, NEOs would also receive any previously earned but not paid benefits under our Savings Restoration Plan, as disclosed in the Nonqualified Deferred Compensation for 2022 Table.

_________________________________________________________________________________________

(1)Due to Internal Revenue Code Section 409A, the final payment has yet to be made and the amount is subject to change.

Involuntary For Cause. For “cause” for purposes of the ESP and CIC Plan is generally defined as: (i) conviction of a felony or of a misdemeanor involving moral turpitude, (ii) willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, or (viii) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct.

Mr. Ure

Ms. Shults

Mr. Dial

Mr. Bourne

Ms. Green

Cash Severance

—

Total

—

Involuntary Not For Cause Termination. As of December 31, 2022, the NEOs below were eligible for severance benefits under the ESP.


	Mr. Ure		Ms. Shults		Mr. Dial		Mr. Bourne		Ms. Green
Cash Severance (1)	$	3,487,500	$	1,080,000	$	1,147,500	$	1,147,500	$	1,080,000
Pro-Rata Annual Cash Bonus (2)	1,520,938		502,400		533,800		533,800		502,400
Pro-Rata Vesting of WES Equity Awards (3)	14,041,570		857,239		3,100,073		2,963,890		1,157,612
Continuation of Welfare Benefits (4)	60,085		41,680		15,639		44,940		41,680
Total	$	19,110,093	$	2,481,319	$	4,797,012	$	4,690,130	$	2,781,692

_________________________________________________________________________________________

(1)Reflects amounts payable in lump pursuant to the terms of the ESP. Mr. Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus. The values for Ms. Shults; Messrs. Dial and Bourne, and Ms. Green reflect 1.5 times the sum of their current base salary plus target bonus.

(2)The amounts reflect a prorated annual bonus, assuming each NEO’s employment terminated on December 31, 2022.

(3)The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2022. In the event of an involuntary termination not for cause, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of the 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023.

(4)The amounts reflect the continuation of welfare benefits for two years at employee rates. The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation.

Good Reason Termination Under the ESP. As of December 31, 2022, the NEOs below were eligible for severance benefits in the event of a good reason termination under the ESP. Good Reason for purposes of the ESP is generally defined as the occurrence of any of the following conditions: materially and adversely diminished duties and responsibilities; a material reduction in base salary or base salary plus annual target bonus, unless such reduction is applied generally and consistently to the Partnership’s executives; or a material change in work location.


	Mr. Ure		Ms. Shults		Mr. Dial		Mr. Bourne		Ms. Green
Cash Severance (1)	$	3,487,500	$	1,080,000	$	1,147,500	$	1,147,500	$	1,080,000
Pro-Rata Annual Cash Bonus (2)	1,520,938		502,400		533,800		533,800		502,400
Pro-Rata Vesting of WES Equity Awards (3)	14,041,570		857,239		3,100,073		2,963,890		1,157,612
Continuation of Welfare Benefits (4)	60,085		41,680		15,639		44,940		41,680
Total	$	19,110,093	$	2,481,319	$	4,797,012	$	4,690,130	$	2,781,692

_________________________________________________________________________________________

(1)The cash severance is payable in lump sum, pursuant to the terms of the ESP. Mr. Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus. The values for Ms. Shults; Messrs. Dial and Bourne, and Ms. Green reflect 1.5 times the sum of their current base salary plus target bonus.

(2)Pursuant to the terms of the ESP, the values reflect a prorated annual bonus, assuming each NEO’s employment terminated on December 31, 2022.

(3)Awards granted prior to 2022 do not include a vesting provision for a good reason termination outside of a change of control.

Change of Control: Involuntary Termination or Voluntary For Good Reason. The following table reflects benefits payable to the NEOs in the event of (i) a change of control of WES and (ii) a subsequent qualifying termination event. Unless otherwise noted, benefits are payable pursuant to the CIC Plan.

Under the CIC Plan, a change in control is deemed to have occurred in the event that: (i) any person or group other than the Partnership or Occidental (or affiliate) acquires 50% or more of the voting power in the Partnership or General Partner; (ii) the approval of the Partnership’s plan of liquidation; (iii) the sale, transfer or other disposition of all or substantially all of the Partnership’s assets; (iv) certain changes are made to the composition of the Partnership’s Board of Directors; (v) the completion of a business combination transaction in which, after giving effect to such transaction, neither the Partnership, Occidental, nor its affiliates meet certain ownership thresholds; (vi) the General Partner is removed or the General Partner (or its affiliate) ceases to be the sole general partner of the Partnership; or the Partnership is taken private in a transaction in which its common equity securities cease to be listed on a national securities exchange.

Under the CIC Plan, Good Reason is generally defined as the occurrence of any of the following conditions without the participant’s consent: (i) diminution of duties and responsibilities; (ii) material reduction in compensation; (iii) change in work location of more than 50 miles; or (iv) in connection with a Change in Control, the failure by the acquiror to assume the Plan. Certain notice and cure conditions, as defined in the CIC Plan, apply in order for a termination for Good Reason to be effective.

Equity awards granted prior to the CIC Plan effective date are subject to the definitions in the applicable award agreements. Per the terms of those award agreements, a change of control is generally deemed to have occurred in the event: (i) any person or group other than the Partnership or Occidental (or affiliate) becomes the beneficial owner of more than 50% of the equity interests in the General Partner; (ii) of a complete liquidation of the Partnership; (iii) the sale or disposition of all or substantially all of the Partnership’s assets to any person other than an affiliate; or (iv) the General Partner (or affiliate) ceases to be the general partner of the Partnership and a single person or group other than the Partnership or Occidental (or affiliate) beneficially owns more than 50% of the general partner of the Partnership. The WES equity award agreements include “good reason” as a qualifying termination event, with “good reason” generally defined as any one of the following occurrences within two years of a change of control: (i) a diminution of duties and responsibilities; (ii) a material reduction in compensation; (iii) a material change in work location, as defined in the applicable agreement; or (iv) a requirement to travel for business to a substantially greater extent, with all occurrences compared to agreements in place immediately prior to the change of control.


	Mr. Ure		Ms. Shults		Mr. Dial		Mr. Bourne		Ms. Green
Cash Severance (1)	$	5,213,813	$	1,440,000	$	1,530,000	$	1,530,000	$	1,440,000
Pro-Rata Annual Cash Bonus (2)	1,520,938		502,400		533,800		533,800		502,400
Accelerated Vesting of WES Equity Awards (3)	22,618,172		2,484,431		4,962,444		4,654,501		2,070,860
Continuation of Welfare Benefits (4)	60,085		41,680		15,639		44,940		41,680
Total	$	29,413,008	$	4,468,511	$	7,041,883	$	6,763,241	$	4,054,940

_________________________________________________________________________________________

(1)Reflects amounts payable in lump sum under the CIC Plan. Mr. Ure’s value is calculated as 2.99 times his base salary plus target bonus. The values for Ms. Shults, Messrs. Dial and Bourne, and Ms. Green are calculated as 2.0 time their base salary plus target bonus.

(2)Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance. The amounts reflect their actual bonuses awarded for 2022, as disclosed in the Summary Compensation Table.

(3)The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2022. In the event of a change of control, the performance would be calculated based on the change of control date. Amounts include the value of 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023.

Death or Termination due to Disability


	Mr. Ure		Ms. Shults		Mr. Dial		Mr. Bourne		Ms. Green
Cash Severance (1)	$	22,618,172	$	2,484,431	$	4,962,444	$	4,654,501	$	2,070,860
Total	$	22,618,172	$	2,484,431	$	4,962,444	$	4,654,501	$	2,070,860

______________________________________________________________________________________

(1)The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2022. In the event of death or termination due to disability, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023.

CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of our employees and the annual total compensation of Michael P. Ure, our President and Chief Executive Officer.

For the 2022 calendar year, the annual total compensation of Mr. Ure, as reported in the Summary Compensation Table for this Item 11, was $7,648,005. The median of the annual total compensation of all employees of the Partnership (other than our CEO) was $166,363. Based on this information, for 2022, Mr. Ure’s total annual compensation was 46 times that of the median of the annual total compensation of all employees.

As permitted by the SEC rules, the median employee utilized for the pay ratio disclosure for the fiscal year ended 2022 is the same employee identified for our prior pay ratio disclosure for the fiscal year ended 2020 because there were no changes during our fiscal year ended 2021 or 2022 with respect to our employee population, employee compensation arrangements, or to the same median employee’s circumstances that we reasonably believe would result in a significant change to this pay ratio disclosure. In preparing this pay ratio disclosure, we took the following steps:

•We determined that, as of December 31, 2022, our employee population consisted of 1,217 individuals with all of these individuals located in the United States (as reported in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of the Initial Filing). This population consisted of all employees, whether employed on a full-time or part-time basis.

•In originally identifying the “median employee” for purposes of our prior pay ratio disclosure for the fiscal year ended 2020, we compared the 2020 earnings eligible under the short-term incentive plan plus the short-term incentive earned in 2019 that was paid in 2020 as reflected in our payroll records for 2020. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any estimates, assumptions, or adjustments to the data in identifying the “median employee.”

•With respect to calculating the total annual compensation disclosed above for the median employee, we combined all of the elements of such employee’s total compensation for 2021.

•The pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodologies described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by other SEC reporting companies. As a result, the pay ratio reported by other SEC reporting companies may differ substantially from, and may not be comparable to, the pay ratio we disclose above.

Director Compensation

Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our Board. Officers or employees of Occidental who also serve as directors of our general partner do not receive additional compensation for their service as a director of our general partner. During 2022, the non-employee directors of our general partner received compensation for their Board service pursuant to a director compensation plan approved by the Board. To assist in the 2022 annual review of director compensation, the Board directly retained Meridian to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2022 calendar year. The only change made to the program in 2022 was the increase of the annual phantom unit grant from $125,000 to $145,000.

Compensation for non-employee directors during 2022 consisted of the following:

•an annual retainer of $110,000 for each non-employee Board member;

•an annual retainer of $2,000 for each member of a committee of the Board, or $22,000 for the chair of such committee; and

•an annual grant of phantom units with a grant date fair value of approximately $145,000.

In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or committees and for costs associated with participation in continuing director education programs. Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law.

Equity Ownership Guidelines. Non-employee directors of the General Partner are required to hold common units, phantom units, or related grants of such securities under the Partnership’s long-term incentive plans which have an aggregate value equivalent to three times the annual Board cash retainer. Directors have five years from the date of their initial election to the Board to comply with this requirement.

The following table sets forth information concerning total director compensation earned during 2022 by each non-employee director:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Total ($)
Oscar K. Brown	133,750	145,009	278,759
Kenneth F Owen	134,000	145,009	279,009
David J. Schulte	134,000	145,009	279,009
Lisa A. Stewart	133,250	145,009	278,259

________________________________________________________________________________________

(1)The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2022, computed in accordance with FASB ASC Topic 718, based on the value of our common units on grant date. See the table below for phantom units awarded to each non-employee director during 2022. As of December 31, 2022, Messrs. Brown, Owen, and Schulte and Ms. Stewart each had 5,588 outstanding phantom units.

The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2022:


Name	Grant Date	Phantom Units (#) (1)	Grant Date Fair Value of Stock Awards ($) (2)
Oscar K. Brown	February 15	5,588	145,009
Kenneth F Owen	February 15	5,588	145,009
David J. Schulte	February 15	5,588	145,009
Lisa A. Stewart	February 15	5,588	145,009

_________________________________________________________________________________________

(1)The phantom units granted on February 15, 2022, will vest in full on February 12, 2023, subject to the director’s continued service through such date. Directors receive distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period.

(2)The amounts included in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of the awards made to non-employee directors in 2022 computed in accordance with FASB ASC Topic 718. The value ultimately realized by a director upon the actual vesting of the award(s) may or may not be equal to the value included above.

Compensation Committee Interlocks and Insider Participation

While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for WES’s executive officers at the recommendation of the Compensation Committee. Messrs. Bennett and Forthuber, and Ms. Clark, who are directors of our general partner, are also executive or corporate officers of Occidental. However, all compensation decisions with respect to each of these persons are made by Occidental, and none of these individuals receive any compensation directly from us or our general partner for their service as directors. Read Part III, Item 13, in the Initial Filing for information about relationships among us, our general partner, and Occidental.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(3) Exhibits

Exhibit Index


Exhibit Number			Description














































































*	31.	1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP.
*	31.	3	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.
*	31.	4	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.








*	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________________________________________________________


*			Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


			WESTERN MIDSTREAM PARTNERS, LP

February 23, 2023
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP)


			WESTERN MIDSTREAM OPERATING, LP

February 23, 2023
			/s/ Kristen S. Shults
			Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP)