01—Abstract
Summary
Summary of the 8-K filed November 1, 2024. Cited figures are marked; the original filing is the authoritative source.
Western Midstream Partners, LP (WES) disclosed on October 28, 2024 that Michael P.
Ure is stepping down as President and Chief Executive Officer of the General Partner and as a director, effective October 28, 2024. Oscar K. Brown, an independent director on the Board since August 2019 and former Chair of the Environmental, Social and Governance Committee, was appointed to succeed him.
Mr. Ure's departure is stated not to result from any disagreement. He will serve as an advisor through December 31, 2024 (the Separation Date), continuing his base salary and receiving a full 2024 target bonus, and will then receive severance equal to 2.0 times the sum of his annual base salary and 2024 target bonus, payable over 24 months, plus pro rata vesting of outstanding equity awards. Mr. Brown's compensation, effective October 28, 2024, includes an annual base salary of $950,000,a a special 2024 target bonus of $300,000 under the WES Cash Bonus Program, and a special grant of time-based units valued at $6,000,000 that vests annually over three years subject to continued service.
The press release states Mr. Brown will remain a director on the Board. In the same announcement, WES reaffirmed its 2024 Adjusted EBITDA guidance of $2.2 billion to $2.4 billionb and Free Cash Flow guidance of $1.05 billion to $1.25 billion, and said it expects 2024 results toward the high end of these ranges. The Partnership plans to report third-quarter 2024 results after market close on November 6, 2024, with a conference call on November 7, 2024.
02—Key points
Key Highlights
- CEO transition: Oscar K. Brown succeeds Michael P. Ure as President and Chief Executive Officer of the General Partner, effective October 28, 2024; Ure also steps down as a director.
- Ure's departure is stated not to result from any disagreement with the General Partner or the Partnership.
- Brown's compensation package: $950,000 annual base salary, a $300,000 special 2024 target bonus, and a special time-based unit grant valued at $6,000,000 vesting annually over three years.
- Ure transition terms: advisor role through December 31, 2024, with continued base salary and full 2024 target bonus, followed by severance of 2.0 times base salary plus target bonus, payable over 24 months.
- Equity acceleration: Ure's time-based awards vest pro rata on the Separation Date, and performance-based awards vest pro rata subject to performance conditions.
- Restrictive covenants: Ure's non-solicitation, mutual non-disparagement and non-competition covenants run for 24 months following the Separation Date.
- Guidance reaffirmed: 2024 Adjusted EBITDA of $2.2 billion to $2.4 billion and Free Cash Flow of $1.05 billion to $1.25 billion, with results expected toward the high end of both ranges.
03—Questions
Frequently Asked Questions
Who is replacing Michael Ure as CEO of Western Midstream?
Oscar K. Brown, an independent director of the General Partner since August 2019, was appointed President and Chief Executive Officer effective October 28, 2024. The filing describes his 30-year energy sector history, including senior roles at Occidental Petroleum and former service as CFO of FREYR Battery from April 2022 to June 2024.
Why did Michael Ure step down?
The filing states that the Board and Mr. Ure agreed to his step-down, and that his departure is not the result of any disagreement with the General Partner or the Partnership. The press release attributes the transition to a planned handover after the Partnership's transformation under his leadership.
What compensation will the new CEO receive?
Effective October 28, 2024, Mr. Brown receives an annual base salary of $950,000, a special 2024 target bonus of $300,000 under the WES Cash Bonus Program, and a special grant of time-based units valued at $6,000,000 that vests annually over three years, subject to continued service.
What severance will Michael Ure receive?
After serving as an advisor through the Separation Date of December 31, 2024 (or earlier if designated), Mr. Ure will receive an amount equal to 2.0 times the sum of his annual base salary and 2024 target bonus, payable over 24 months, plus his 2024 target bonus and two years of continued basic life, medical and dental plan participation. Equity awards vest pro rata as described in the filing, subject to a supplemental release.
Did Western Midstream change its 2024 financial guidance?
No. The Partnership reaffirmed its 2024 Adjusted EBITDA guidance of $2.2 billion to $2.4 billion and Free Cash Flow guidance of $1.05 billion to $1.25 billion, and expects results toward the high end of these ranges. Third-quarter 2024 results are scheduled for release after market close on November 6, 2024.
04—Continue