Western Midstream Partners, LP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures . The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of December 31, 2021. Management’s Annual Report on Internal Control Over Financial Reporting . See Management’s Assessment of Internal Control Over Financial Reporting under Part II, Item 8 of this Form 10-K. Attestation Report of the Registered Public Accounting Firm . See Report of Independent Registered Public Accounting Firm under Part II, Item 8 of this Form 10-K . Changes in Internal Control Over Financial Reporting . There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 154 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance Management of Western Midstream Partners, LP As an MLP, we have no directors or officers. Instead, our general partner manages our operations and activities. The directors of our general partner oversee our operations. Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operations. However, our general partner owes duties to our unitholders as defined and described in our partnership agreement. Our general partner will be liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Our general partner, therefore, may cause us to incur indebtedness or other obligations that are nonrecourse to it. The officers of our general partner are also officers of WES Operating GP. Our general partner’s Board has eight members, three of whom are independent as defined under the independence standards established by the NYSE and the Exchange Act. The NYSE does not require a listed limited partnership, such as us, to have a majority of independent directors on the Board or to establish a compensation committee or a nominating committee. Our Board has affirmatively determined that Messrs. Kenneth F. Owen and David J. Schulte and Ms. Lisa A. Stewart are independent as described in the rules of the NYSE and the Exchange Act. Board Leadership Structure Occidental owns our general partner and, within the limitations of our partnership agreement and applicable SEC and NYSE rules and regulations, also exercises broad discretion in establishing the governance provisions of our general partner’s limited liability company agreement. Accordingly, our Board structure is established by Occidental. Although our Board structure has historically separated the roles of Chairman and Chief Executive Officer (“CEO”), our general partner’s limited liability company agreement and Corporate Governance Guidelines permit the roles of Chairman and CEO to be combined. Those roles may be combined in the future. 155 Table of Contents Directors and Executive Officers The biography of each director below contains information regarding that person’s service as a director, business experience, director positions held currently or at any time during the last five years, and involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused our general partner and its Board to determine that the person should serve as a director of our general partner. In light of our strategic relationship with our sponsor, Occidental, our general partner considers service as an Occidental executive to be a meaningful qualification for service as a non-independent director of our general partner. The following table sets forth certain information with respect to the directors and executive officers of our general partner as of February 17, 2022. Name Age Position with Western Midstream Holdings, LLC Peter J. Bennett 54 Chairman of the Board Michael P. Ure 45 President, Chief Executive Officer, Chief Financial Officer, and Director Robert W. Bourne 66 Senior Vice President and Chief Commercial Officer Craig W. Collins 49 Senior Vice President and Chief Operating Officer Christopher B. Dial 45 Senior Vice President, General Counsel and Secretary Catherine A. Green 48 Senior Vice President and Chief Accounting Officer Oscar K. Brown 51 Director Nicole E. Clark 52 Director Frederick A. Forthuber 58 Director (effective December 17, 2021) Kenneth F. Owen 48 Director David J. Schulte 60 Director Lisa A. Stewart 64 Director Our directors hold office until their successors are duly elected and qualified or until the earlier of their death, resignation, removal, or disqualification. Officers serve at the discretion of the Board. There are no family relationships among any of our directors or executive officers. Peter J. Bennett Houston, Texas Director since: August 2019 Not Independent Biography/Qualifications Mr. Bennett has served as a member of our Board since August 2019, as Chairman of the Board since December 2021, and as a member of the Board’s Compensation Committee since February 2022. Mr. Bennett currently serves as President, U.S. Onshore Resources and Carbon Management, Commercial Development at Occidental. In this role, Mr. Bennett is responsible for the strategic direction and capital placement for Occidental’s U.S. Onshore Resources and Carbon Management business. He also served as Senior Vice President, Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020. Mr. Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016. Michael P. Ure Houston, Texas Director since: August 2019 Not Independent Officer since: August 2019 Biography/Qualifications Mr. Ure has served as President and Chief Executive Officer of our general partner and as a member of our Board since August 2019. Prior to joining WES, Mr. Ure served as Senior Vice President, Business Development of Occidental Oil and Gas beginning in July 2017 and as Vice President, Mergers and Acquisitions of Occidental from October 2014 to July 2017. Mr. Ure held a leadership role in evaluating acquisition and divestiture opportunities including, during his tenure, accountability for Occidental’s business development activities in North and Latin America. Prior to joining Occidental, Mr. Ure served in a leadership role with Shell Exploration and Production’s Upstream Americas Business Development organization and as an investment banker in New York, London, and Houston; most recently with Goldman, Sachs & Co. During his career, Mr. Ure has worked on total closed transactions representing more than $150 billion in value. 156 Table of Contents Robert W. Bourne Houston, Texas Officer since: October 2019 Biography/Qualifications Mr. Bourne has served as Senior Vice President and Chief Commercial Officer of our general partner since October 2019. Prior to joining WES, Mr. Bourne served as a member of the board of directors of Altus Midstream Company from November 2018 to August 2019. Mr. Bourne also served as a member of the board of directors and Vice President of Business Development — Marketing of Apache Corporation from April 2017 to August 2019. Prior to joining Apache Corporation, Mr. Bourne served as a consultant advising Smith Production Inc. Mr. Bourne served as Senior Vice President of Business Development at American Midstream GP LLC, the general partner of American Midstream Partners, LP from November 2014 until December 31, 2015. Mr. Bourne has more than 31 years of experience in midstream corporate business development focused on producer and end-user relations, and was one of the founding members of the executive management team for Coral Energy. Craig W. Collins Houston, Texas Officer since: August 2019 Biography/Qualifications Mr. Collins has served as Senior Vice President and Chief Operating Officer of our general partner since August 2019. Mr. Collins served as Vice President, Midstream of Occidental from June 2019 through December 2019. In that role, Mr. Collins was responsible for leading Occidental’s midstream operations business unit. From April 2019 to May 2019, Mr. Collins served as Chief Operating Officer of Altus Midstream. From April 2018 to April 2019, Mr. Collins served as Vice President — Midstream, of Alta Mesa Resources, Inc., which filed a petition under the federal bankruptcy laws in September 2019. Concurrent with the role at Alta Mesa Resources, Inc., Mr. Collins also served as Chief Operating Officer of Kingfisher Midstream, a wholly owned subsidiary of Alta Mesa Resources, Inc. From February 2017 to April 2018, Mr. Collins served as Senior Vice President and Chief Operating Officer of the general partner and the general partner of Western Gas Partners, LP (now WES Operating) (“Western Gas”). Mr. Collins previously served as Director of Midstream Engineering for Anadarko from July 2016 to February 2017, during which time he was responsible for the engineering and construction of midstream infrastructure for Anadarko and Western Gas. Mr. Collins joined Anadarko in 2003 and served in several roles of increasing responsibility in Anadarko’s Treasury, Corporate Development, and Midstream groups. Christopher B. Dial Houston, Texas Officer since: December 2019 Biography/Qualifications Mr. Dial has served as Senior Vice President, General Counsel and Secretary of our general partner since December 2019. Prior to joining WES, Mr. Dial served as Senior Vice President, General Counsel, and Chief Compliance Officer of the general partner of American Midstream Partners, LP from January 2018 to September 2019. Prior to joining American Midstream Partners, LP, Mr. Dial served as General Counsel of Susser Holdings II, L.P. after spending over eight years in a number of roles, most recently as Associate General Counsel and Corporate Secretary, with both Susser Holdings Corporation and Sunoco LP. Mr. Dial began his career as an attorney for Andrews Kurth, LLP, representing clients on a variety of corporate, capital markets, and other transactional matters. Catherine A. Green Houston, Texas Officer since: October 2019 Biography/Qualifications Ms. Green has served as Senior Vice President and Chief Accounting Officer of our general partner since May 2021, and as Vice President and Chief Accounting Officer of our general partner from October 2019 to May 2021. Ms. Green joined Anadarko in 2001 and has more than 25 years of accounting and audit experience. During her career at Anadarko, Ms. Green served in a variety of diverse roles throughout the Anadarko accounting and finance organization, including internal audit, technical U.S. GAAP accounting, internal controls, and most recently as Director, Expenditure Accounting. Prior to joining Anadarko, Ms. Green was an auditor with Grant Thornton LLP in the United Kingdom and Houston. 157 Table of Contents Oscar K. Brown Houston, Texas Director since: August 2019 Not Independent Biography/Qualifications Mr. Brown has served as a member of our Board since August 2019, as Chairman of the Board’s ESG Committee since February 2021, and as a member of the Board’s Compensation Committee since February 2022. Mr. Brown served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental from November 2018 to March 2020. In this role, Mr. Brown was responsible for, among other things, Occidental’s global business development functions and global supply chain management. Mr. Brown previously served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018. Prior to joining Occidental in 2016, Mr. Brown worked at Bank of America Merrill Lynch, where he most recently served as managing director and co-head of Americas Energy Investment Banking. Mr. Brown served as Occidental’s designated representative on the board of directors of Plains All American Pipeline’s governing entity, PAA GP Holdings LLC (NYSE: PAA and PAGP) from August 2017 to September 2019. Mr. Brown also serves on the board of Houston’s Alley Theatre, and as a member of that board’s Executive Committee. Nicole E. Clark Houston, Texas Director since: December 2020 Not Independent Biography/Qualifications Ms. Clark has served as a member of our Board since December 2020, as a member of the Board’s ESG Committee since February 2021, and as a member of the Board’s Compensation Committee since February 2022. Ms. Clark presently holds the position of Vice President, Deputy General Counsel and Corporate Secretary at Occidental, having joined Occidental in 2014. Prior to joining Occidental, Ms. Clark was Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at a private-equity backed industrial distributor to the energy and petrochemicals markets. Before that, Ms. Clark was a Corporate Partner at Vinson & Elkins LLP, where she specialized in mergers and acquisitions, securities regulation and corporate governance. She began her legal career with Wachtell, Lipton, Rosen & Katz where she was a Corporate Associate. Prior to entering the law, Ms. Clark was an auditor at Arthur Andersen LLP. Frederick A. Forthuber Houston, Texas Director since: December 2021 Not Independent Biography/Qualifications Mr. Forthuber has served as a member of our Board and the Board’s ESG Committee since December 2021. He currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental. In this role, Mr. Forthuber has global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas. In addition, Mr. Forthuber has global functional responsibility for Health and Safety, and the Occidental Oil and Gas Regulatory and Land functions. Mr. Forthuber has more than 35 years of industry experience in oil and gas operations. He has held positions of increasing responsibility in engineering and project management since joining Occidental with the acquisition of Altura Energy in 2000. Most recently, he served as Vice President, Worldwide Operations for Occidental Oil and Gas Corporation. Prior to joining Occidental, Mr. Forthuber served in engineering roles for Altura Energy and Exxon. Kenneth F. Owen Houston, Texas Director since: September 2020 Independent Biography/Qualifications Mr. Owen has served as a member of our Board, Chairman of the Audit Committee, and a member of the Special Committee of the Board since September 2020. Mr. Owen also serves as Chairman, Chief Executive Officer and President of South Coast Terminals, one of the largest independent manufacturers of specialty chemicals and lubricant additives in the United States. Mr. Owen previously served as Co-founder, President and Chief Executive Officer of Moda Midstream from 2015 to 2018. Prior to Moda, Mr. Owen was at Oiltanking Partners, where he served as President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. (NYSE: OILT) and Oiltanking North America (OTNA). Mr. Owen originally joined OTNA in 2011 as Vice President and Chief Financial Officer and led the IPO of Oiltanking Partners. Before he joined Oiltanking, Mr. Owen worked in the energy investment banking groups at Citigroup Global Markets Inc. and UBS Investment Bank, where he advised on mergers and acquisitions, joint ventures, IPOs, and equity and debt transactions primarily for the midstream energy sector. 158 Table of Contents David J. Schulte Kansas City, Missouri Director since: September 2020 Independent Biography/Qualifications Mr. Schulte has served as a member of our Board, Chairman of the Special Committee, and a member of the Audit Committee of the Board since September 2020. Mr. Schulte serves as Chairman, Chief Executive Officer and President of CorEnergy Infrastructure, Inc., the first publicly traded energy infrastructure real estate investment trust. Prior to founding CorEnergy, Mr. Schulte was a co-founder and a Managing Director of Tortoise Capital Advisors where, from 2002 to 2015, he served on the investment committee and as a leader of new fund development, and as President of several NYSE listed closed-end funds. With assets under management of $16 billion when he left to lead CorEnergy, Tortoise had been a pioneer in developing funds focused on listed energy infrastructure debt and equity securities, including the first closed-end master limited partnership fund in 2004. Prior to co-founding Tortoise, Mr. Schulte had professional experience in private equity, including energy distribution companies, investment banking, and securities law. Mr. Schulte also served on the board of directors and audit committee for Elecsys Corporation from 1995 to 1999, and on the board of directors and audit committee for Inergy, L.P. from 2001 to 2005. Lisa A. Stewart Houston, Texas Director since: September 2020 Independent Biography/Qualifications Ms. Stewart has served as a member of our Board, a member of the Board’s Audit Committee and Special Committee since September 2020, and as Chairwoman of the Board’s Compensation Committee since February 2022. Ms. Stewart serves as Sheridan Production Partners Executive Chairman, a position she has held since April 2020. From the founding of Sheridan in 2006, she served as Chairman, Chief Executive Officer and Chief Investment Officer overseeing all aspects of Sheridan acquisitions and the implementation of Sheridan’s strategy. In September 2019, eight Sheridan entities for which Ms. Stewart served as an executive officer filed a Chapter 11 bankruptcy case in the Southern District of Texas. Ms. Stewart has more than 40 years of experience in the oil and gas industry in engineering and management positions. Prior to founding Sheridan, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P and other non-regulated businesses. Prior to her time at El Paso, Ms. Stewart spent 20 years at Apache, leaving in January 2004 as Executive Vice President with responsibility for reservoir engineering, business development, land, environmental, health and safety, and corporate purchasing. Ms. Stewart is currently the Lead Director of Coterra Energy, an NYSE listed energy company focused in the Permian, Mid-Continent and Pennsylvania, and an Independent Director of Jadestone Energy, an AIM-listed public energy company focused on Southeast Asia. Reimbursement of Expenses of Our General Partner and Its Related Parties Our general partner does not receive any management fee or other compensation for its management of WES. During 2019 under the WES omnibus agreement, we paid an annual general and administrative expense reimbursement of $250,000 and reimbursed Occidental for all insurance coverage expenses it incurred or payments it made on our behalf. Also during 2019, under WES Operating’s partnership agreement and WES Operating’s omnibus agreement, WES Operating reimbursed Occidental for general and administrative expenses allocated to it, as determined by Occidental in its reasonable discretion. On December 31, 2019, the WES and WES Operating omnibus agreements were terminated in connection with an amendment and restatement of the Services Agreement. Most of the administrative and operational services previously provided by Occidental fully transitioned to us by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement. Read Part III, Item 13 of this Form 10-K for additional information regarding these agreements. 159 Table of Contents Board Committees The Board has four standing committees: the Audit Committee, the Special Committee, the ESG Committee, and the Compensation Committee. Audit Committee. The Audit Committee is comprised of three independent directors, Messrs. Owen (Chairman) and Schulte, and Ms. Stewart, each of whom is able to understand fundamental financial statements and at least one of whom has past experience in accounting or related financial management experience. The Board has determined that each member of the Audit Committee is independent under the NYSE listing standards and the Exchange Act. In making the independence determination, the Board considered the requirements of the NYSE and our Code of Ethics and Business Conduct. The Audit Committee held five meetings in 2021. Mr. Owen has been designated by the Board as the “Audit Committee financial expert” meeting the requirements promulgated by the SEC based upon his education and employment experience as more fully detailed in Mr. Owen’s biography set forth above. The Audit Committee assists the Board in its oversight of the integrity of the consolidated financial statements, internal control over financial reporting, and compliance with legal and regulatory requirements, and the policies and controls of WES and WES Operating. The Audit Committee has the sole authority to, among other things, (i) retain and terminate our independent registered public accounting firm, (ii) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (iii) establish policies and procedures for the pre-approval of all audit, audit-related, non-audit, and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has been given unrestricted access to the Audit Committee and to our management, as necessary. Special Committee. The Special Committee is comprised of three independent directors, Messrs. Schulte (Chairman) and Owen, and Ms. Stewart. The Special Committee reviews specific matters that the Board believes may involve conflicts of interest (including certain transactions with Occidental). The Special Committee will determine, as set forth in our partnership agreement, if the resolution of a conflict of interest submitted to it is fair and reasonable to us. The members of the Special Committee are not officers or employees of our general partner or directors, officers, or employees of its related parties, including Occidental. Our partnership agreement provides that any matters approved in good faith by the Special Committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties it may owe us or our unitholders. The Special Committee held seven meetings during 2021. ESG Committee. The ESG Committee is comprised of three directors, Messrs. Brown (Chairman) and Forthuber, and Ms. Clark. The ESG Committee assists the Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to the Partnership’s activities and performance, and devoting appropriate attention and effective response to stakeholder concerns regarding such matters. The ESG Committee held three meetings during 2021. Compensation Committee. In February 2022, the Board 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 is comprised of four directors, Messes. Stewart (Chairwoman) and Clark, and Messrs. Bennett and Brown. 160 Table of Contents Meeting of Non-Management Directors and Communications with Directors At each quarterly meeting of our Board, all of our independent directors meet in an executive session without management participation or participation by non-independent directors. Under our Corporate Governance Guidelines, these meetings are chaired on a rotating basis by the chairpersons of the Board’s Audit Committee and Special Committee. The Board welcomes questions or comments about WES and its operations. Unitholders or interested parties may contact the Board, including any individual director, at BoardofDirectors@westernmidstream.com or at the following address: Name of the Director(s), c/o Secretary, Western Midstream Holdings, LLC, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380. Code of Ethics, Corporate Governance Guidelines, and Board Committee Charters Our general partner has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”), which applies to our general partner’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, Controller, and all other senior financial and accounting officers of our general partner. Our Code of Ethics is also applicable to all WES employees. If the general partner amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, we will disclose the information on our website. Our general partner has also adopted Corporate Governance Guidelines that outline the important policies and practices regarding our governance. We make available free of charge, within the “Governance” section of our website at www.westernmidstream.com , and in print to any unitholder who so requests, our Code of Ethics, Corporate Governance Guidelines, Audit Committee charter, Special Committee charter, ESG Committee charter, and Compensation Committee charter. Requests for print copies may be directed to investors@westernmidstream.com or to: Investor Relations, Western Midstream Partners, LP, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380, or telephone (832) 636-1009. The information contained on, or connected to, our website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC. 161 Table of Contents Item 11. Executive Compensation COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) describes the material elements, objectives, and principles of WES’s 2021 executive compensation program for its named executive officers (“NEOs”), recent compensation decisions, and the factors the Board considered in making those decisions. The NEOs for 2021 were: Name Position Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Craig W. Collins Senior Vice President and Chief Operating Officer Christopher B. Dial Senior Vice President, General Counsel and Secretary Robert W. Bourne Senior Vice President and Chief Commercial Officer Charles G. Griffie (1) Former Senior Vice President, Operations and Engineering ________________________________________________________________________________________ (1) Mr. Griffie left WES effective December 31, 2021. Executive Summary Subsequent to the Occidental Merger in 2019, WES undertook a strategic shift toward becoming a functionally-independent company based on the recognition that operating our business under a midstream-focused organizational infrastructure, with an independent management team solely dedicated to WES, would position WES to achieve long-term cost efficiencies, increase the quality, safety, and reliability of WES’s service offerings and operate more competitively, thereby promoting the creation of long-term value for WES unitholders. Our executive management team, none of whom have any remaining role or responsibilities at Anadarko or Occidental, was brought into WES between August of 2019 and year-end 2019 to execute this transition. This change in organizational structure remains a significant undertaking that continues to inform all of our compensation decisions, including pay levels, the design of short-and long-term incentive programs, the determination of WES specific metrics used in these programs, and the benefit programs we provide. In 2021, our Board took the following key actions related to executive compensation: • Implemented unit ownership guidelines for all of our officers; • Reviewed and made compensation changes to our executive officer base salaries, target bonus opportunities, and long-term incentive awards; • Reviewed our annual cash incentive program and updated the performance metrics to incorporate ESG metrics, expand on our existing safety measures, and include a free cash flow measure; • Updated the treatment of distribution equivalent rights on our performance unit awards to provide for the accrual of distributions paid during the performance period, with the payment of such rights made in cash at the end of the performance period based on the actual performance of the underlying award, rather than our prior practice of paying distribution equivalent rights in units on a current basis; • Approved the Western Midstream Partners, LP Executive Severance Plan and the Western Midstream Partners, LP Executive Change in Control Severance Plan; and • Approved the Western Midstream Savings Restoration Plan. 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 executive officer’s interest with those of our long-term unitholders. 162 Table of Contents 2021 Business and Performance Highlights 2021 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 2021 fiscal year WES: • Surpassed projected year-end exit-rate throughput for all product lines, driven by increased producer activity levels in the Delaware Basin. • Maintained strong operational performance, with system availability above 99% for the second consecutive year. • Generated $1.49 billion in Free Cash Flow, a more than 20% increase over 2020 and representing a roughly $1.45 billion improvement to the $36.7 million generated by the business in 2019. • Surpassed year-end leverage ratio target of 4.0 times through the retirement of $431.1 million of Senior Notes due 2021 and the repurchase of $500 million of other Senior Notes, achieving a year-end leverage ratio of approximately 3.6 times, or 3.5 times on a net basis. • Completed a $250 million unit repurchase program by repurchasing 11,207,869 units in 2021 for aggregate consideration of $217.5 million. • Generated above-forecast 2021 Adjusted EBITDA, despite winter storm Uri, through continued producer outperformance in the Delaware Basis, commercial success in contracting additional third-party volumes, and sustainable cost savings. • Increased the distribution 5-percent year over year. • Published our second ESG report and established a board-level ESG Committee. How We Make Compensation Decisions Our Board has responsibility for evaluating and approving the officer and director compensation plans, policies, and programs of the Partnership. The Board uses several resources in reviewing elements of executive compensation and making compensation decisions. These decisions are not purely formulaic, and the Board exercises judgement and discretion as it deems appropriate. 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. Compensation Philosophy. Our compensation programs are designed to attract, retain, and motivate our executive team to successfully manage the operations of a standalone midstream company. Specifically, our compensation programs are designed to: • Align with unitholder interests; • Emphasize performance-based compensation, balancing short-term and long-term results; • Reward absolute and relative performance; and • Provide total compensation opportunities competitive with those offered to other executives across our industry. 163 Table of Contents Compensation Consultant. In 2021, the Board continued the engagement of Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant to provide advice on various executive compensation matters. This was the second year our Board was fully responsible for making pay decisions related to our NEOs and our second year to use an independent compensation consultant. In 2021, Meridian provided guidance on our benchmarking peer group, pay levels, pay mix, severance benefits, and overall executive compensation program design. The independent executive compensation consultant reports directly to the Board and provides no other material services to us. Benchmarking Peers. With assistance from Meridian, the Board looked at several factors when determining an appropriate peer group of companies to use for 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 compared to the peer group used to evaluate 2020 compensation decisions. The Partnership’s peer group used for conducting the 2021 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, however, the Board does not target a specific percentile of the benchmark data, and in making officer compensation decisions, they take into account other considerations as noted below. Role of Executive Officers in Setting Executive Compensation. The Board, after reviewing the information provided by Meridian 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. 2021 Annual Compensation Program Our executive compensation program includes direct and indirect compensation elements. 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. 164 Table of Contents As illustrated in the charts below, a majority of our NEO targeted annual direct compensation is at-risk; 87% for our CEO and 75%, on average, for our other NEOs. Specifically, 72% of our CEO’s targeted annual direct compensation and 55%, 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 2021 Compensation Actions: base salaries approved in 2021; 2021 target bonus opportunities; and the target value of the 2021 annual long-term incentive awards. Direct Compensation Elements. The direct compensation elements for our 2021 annual compensation program are outlined in the table below. Element Award Performance Metrics Purpose Base Salary Cash N/A Provides a fixed level of competitive compensation 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 provide an incentive for NEOs to focus on efficiently managing the Partnership’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 provide an effective comparison of our unit price performance against an industry peer group and provide a retentive value. Annual Cash Incentives Cash Controllable Cash Costs System Availability Discretionary Capital Spend Leverage Free Cash Flow Safety & ESG Provides incentives for NEOs to focus and excel in areas aligned with WES’s business objectives by providing rewards for short-term financial and operational results. 165 Table of Contents Analysis of 2021 Compensation Actions The following is a discussion of the specific actions taken by the Board in 2021 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 as of February 23, 2020 ($) Salary as of February 21, 2021 ($) % Change Mr. Ure 650,000 725,000 11.5 % Mr. Collins 455,000 475,000 4.4 % Mr. Dial (1) — 400,000 N/A Mr. Bourne 405,000 405,000 — % Mr. Griffie 405,000 405,000 — % ________________________________________________________________________________________ (1) Mr. Dial was not an NEO for the year 2020. Mr. Ure’s salary increase was made to bring his salary closer in line with the median of the peer benchmark data for the chief executive officer position. The salary increase for Mr. Collins was made based on peer benchmarking data and internal compensation alignment considerations. Equity-Based Long-term Incentive Awards. Our Board did not make changes in 2021 to the overall 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. While the overall structure of our program did not change in 2021, we did update the treatment of distribution equivalent rights during the vesting period. The distribution equivalent rights are now paid in cash versus units and the distribution equivalent rights on performance units are now accrued and paid at the end of the performance period, based on actual performance rather than paid on a current basis. This change was made to increase the overall link of value delivered to company performance. 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 55% for our other NEOs. Time-Based Units. These units, reflecting 50% of the overall 2021 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. Return on Asset Performance Units (“ROA Units”). The Board established ROA as a performance criterion for 25% of the 2021 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 166 Table of Contents 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 made during the performance period 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 2021 annual long-term incentive awards. The units vest based on our relative TUR performance 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 2021 TUR awards is listed below: • Antero Midstream Corporation (1) • Equitrans Midstream Corporation (1) • Crestwood Equity Partners LP • Magellan Midstream Partners LP • DCP Midstream LP • Plains All American Pipeline LP • EnLink Midstream, LLC • Targa Resources Corporation (1) (1) These companies were added to the peer group in 2021 to replace EQM Midstream Partners LP, Enable Midstream Partners LP, and Noble Midstream Partners, all companies that at the time of grant were no longer publicly traded or had announced transactions that would cause them to no longer be publicly traded. 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 partnership 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. 2021 Equity Awards. Effective February 18, 2021, the Board approved the following annual long-term incentive awards under the Western Gas Equity Partners, LP 2017 Long-Term Incentive Plan. These awards are included in the 167 Table of Contents Grants of Plan-Based Awards Table. The target value of the 2021 annual equity awards granted to the NEOs reflect an increase of approximately 18%, on average, compared to their prior year target value of annual awards. 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 ($) Mr. Ure 4,000,000 125,945 2,000,000 62,972 1,000,000 62,972 1,000,000 Mr. Collins 1,500,000 47,229 750,000 23,615 375,000 23,615 375,000 Mr. Dial 850,000 26,763 425,000 13,382 212,500 13,382 212,500 Mr. Bourne 700,000 22,040 350,000 11,020 175,000 11,020 175,000 Mr. Griffie (2) 800,000 25,189 400,000 12,594 200,000 12,594 200,000 _________________________________________________________________________________________ (1) Target LTI values approved by the Board vary from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which are calculated in accordance with FASB ASC Topic 718. (2) Per the terms of Mr. Griffie’s award agreements, upon his departure from WES, he received a prorated portion of these awards. Performance Ownership Awards . In addition to the annual awards, in February 2021, the Board approved one-time performance ownership awards to each of the NEOs. These awards were granted to increase the equity holdings of our executive officers, all who were newly appointed to WES in 2019. They were granted in the form of TUR Units and ROA Units in order to have the full value delivered directly linked to and contingent upon the Partnership’s performance. Name Target Value ($) (1) Number of TUR Units (#) Number of ROA Units (#) Mr. Ure 1,500,000 47,229 47,229 Mr. Collins 750,000 23,615 23,615 Mr. Dial 425,000 13,382 13,382 Mr. Bourne 350,000 11,020 11,020 Mr. Griffie (2) 400,000 12,594 12,594 _________________________________________________________________________________________ (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) Per the terms of Mr. Griffie’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 US 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 2021, individual target bonus dollar values were approved by the Board for each of our NEOs as noted in the table below. 2020 Target Bonus 2021 Target Bonus Name $ % of Salary $ % of Salary Mr. Ure 650,000 100% 833,750 115% Mr. Collins 390,000 86% 475,000 100% Mr. Dial (1) — — 275,000 69% Mr. Bourne 330,000 81% 330,000 81% Mr. Griffie 345,000 85% 345,000 85% _________________________________________________________________________________________ (1) Mr. Dial was not an NEO for the year 2020. Changes to target bonuses for 2021 were determined based on a review of our peer benchmarking data and internal pay equity considerations. 168 Table of Contents Performance Metrics. In February 2021, 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, 2021. 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 2021 WCB Program is similar to the 2020 WCB Program, but with adjustments to incorporate quantitative ESG metrics into the Program (Total Volumetric Spill Rate and Social Engagement) and expand our safety component to include DART in addition to TRIR. Free cash flow was also added to the 2021 WCB Program to incorporate a measure related to the cash available for the quarterly distributions to our unitholders. The table below reflects the Partnership’s 2021 performance metrics, performance targets and performance under these metrics. Performance Metric Relative Weighting Factor WCB Program Performance Targets WCB Program Performance Results (1) Controllable Cash Costs 25% O&M Expense as a % of Adjusted gross margin (16.75%) (2) 21.8% 20.8% Controllable Cash G&A (8.25%) (3) $123MM $120.5MM System Availability (4) 15% > 99% 99.2% Discretionary Growth Capital Spend (5) 15% < $280MM $192MM Leverage Ratio (6) 15% 3.8x 3.4x Free cash flow (7) 15% $1,200MM $1,626.4MM Safety & ESG 15% TRIR (9%) (8) 0.30 0.34 DART (3%) (9) 0.06 0.13 TVSR (1.5%) (10) 10.00 7.30 Social Engagement (1.5%) (11) 50% Employee Volunteer Participation 62.2% Participation _________________________________________________________________________________________ (1) These performance results reflect the Board’s discretion to adjust for specific unplanned items including, but not limited to, the impact of winter storm Uri, unbudgeted growth capital spend to support unplanned producer development, the effect of COVID-related recordable incidents on our safety results, and certain other unplanned expenses. (2) O&M Expense as a % of Adjusted gross margin performance results reflect the Board’s discretionary adjustment to exclude the impact of winter storm Uri and certain other unplanned expenses. The adjustments increased Adjusted gross margin (as defined in Key Performance Metrics under Part II, Item 7 of this Form 10-K) by $5.8 million. (3) Controllable Cash General and Administrative expenses (“G&A”), excludes restricted stock unit, bonus and benefits expense. (4) 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. (5) Discretionary Growth Capital Spend represents accrual-based capital expenditures, including expenditures related to equity investments, and excludes maintenance capital expenditures (as defined in WES’s financial statements), capitalized interest, and capital expenditures associated with the 25% third-party interest in Chipeta. (6) Leverage is calculated as the December 31, 2021, as principal debt outstanding divided by the trailing 12-months Adjusted EBITDA. Performance results reflect the Board’s discretion to exclude the impact of certain unplanned items on controllable cash costs and unbudgeted growth capital spend. These adjustments increased Adjusted EBITDA (as defined in Key Performance Metrics under Part II, Item 7 of this Form 10-K) by $48.9 million. (7) Free cash flow performance results reflect the Board’s discretion to exclude expenses related to unbudgeted growth capital spend and certain unplanned items impacting controllable cash costs. These adjustments increased Free cash flow (as defined in Key Performance Metrics under Part II, Item 7 of this Form 10-K) by $136.3 million. (8) Total Recordable Incident Rate (“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. (9) DART refers to Days Away, Restricted, or Transferred. (10) Total Volumetric Spill Rate (“TVSR”) includes MSCF released plus BBL spilled/Total Operated BOE. (11) Social Engagement includes employee volunteer participation through a WES coordinated event focused on local nonprofit organizations or individual volunteer time through a registered 501(c)3. 169 Table of Contents 2021 WCB Program Performance Assessment. In assessing the company’s performance under the WCB Program, the Board considered our performance against the pre-established targets for the year, as disclosed above, taking into consideration the impact of certain unplanned items, including, the impact of reportable COVID cases on our TRIR results, the impact of unbudgeted growth capital expenditures incurred during the year to support unplanned producer development and the financial impacts of winter storm Uri. After reviewing these specific quantifiable items, the Board determined it was appropriate to exercise its discretion and exclude their impact from the overall program results. After adjusting for these unplanned items and in recognition of the overall exceptional financial and operational performance, the Board approved a payout of 168% under the 2021 WCB Program. The Board believes this to be a measured and appropriate response to recognize WES’s collective performance in 2021 and is consistent with our compensation philosophy of rewarding absolute and relative performance and is aligned with the interest of unitholders by fostering the retention, motivation and engagement of employees. Actual Bonuses Earned for 2021. The cash bonus awards for 2021 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 2021 WCB Program Cash Bonus Awards ($) Mr. Ure 833,750 x 168% = 1,400,700 Mr. Collins 475,000 x 168% = 798,000 Mr. Dial 275,000 x 168% = 462,000 Mr. Bourne 330,000 x 168% = 554,400 Mr. Griffie 345,000 x 168% = 579,600 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 170 Table of Contents 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 November 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. Prior to the implementation of the Savings Restoration Plan, the Board approved a one-time cash payment in 2021 to employees, including our NEOs, in the amount of employer contributions that would have been allocated to their savings plan account for their 2020 eligible earnings, without regard to the IRC limitations. Prior to 2020, our NEOs participated in retirement plans provided by their legacy employer (Occidental or Anadarko). Their participation in these plans ceased when their employment was transferred to the Partnership on December 31, 2019 and we are not responsible for any expense related to those prior benefits. 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 U.S. based 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 . In August 2021, our Board approved 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; 171 Table of Contents • 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; The ESP and CIC Plan became effective in August 2021, however, because we are still within the two-year change of control period triggered from the Occidental Merger until August 8, 2022, in certain termination scenarios an NEO may be eligible for severance benefits related to the legacy Anadarko Petroleum Corporation Amended and Restated Change of Control Severance Plan (“Anadarko COC Plan”). In the event an NEO triggers a severance benefit under both the Anadarko COC Plan and the ESP, they will receive the benefit under the plan that provides the greater benefits, in the aggregate. Under no circumstances, will an NEO receive duplicate severance benefits. A detailed discussion of the benefits under the new plans and any legacy programs is included in the Potential Payments Upon Termination or Change of Control section below, including a discussion of the ESP benefits payable to Mr. Griffie upon his departure from the Partnership on December 31, 2021. 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 Equity Partners, LP 2012 Long-Term Incentive Plan, 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. 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 February 2021, in order to align the interests of executives and unitholders, the Board 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 Vice Presidents 1 172 Table of Contents Clawback Provisions. Per the terms of our 2021 long-term incentive awards which were granted under the Western Gas Equity 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). 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 Although we formed a Compensation Committee in February 2022, the Committee was not engaged in the 2021 compensation process. During 2021, neither we nor our general partner had a compensation committee. The Board has reviewed and discussed the Compensation Discussion and Analysis set forth above with management and based on this review and discussion has approved it for inclusion in this Form 10-K. The Board of Directors of Western Midstream Holdings, LLC: Peter J. Bennett Michael P. Ure Oscar K. Brown Nicole E. Clark Frederick A. Forthuber Kenneth F. Owen David J. Schulte Lisa A. Stewart 173 Table of Contents EXECUTIVE COMPENSATION Prior to 2020, we did not directly employ any of the persons responsible for managing or operating our business. Instead, we were managed by our general partner, and our executive officers were employees of Anadarko and Occidental. During this period, our reimbursement for the compensation of our executive officers was governed by the omnibus agreement. In December 2019, we executed several agreements with Occidental that enabled us to operate as a standalone business. Among these agreements was the Services Agreement, which transferred employment of WES’s management team from Occidental to WES. Summary Compensation Table The following table summarizes the compensation amounts expensed by us for our NEOs for the years ended December 31, 2021, 2020, and 2019. For 2019, the amounts reflect the portion of the compensation for our NEOs that was allocated to us by Anadarko and Occidental in accordance with the omnibus agreement. Name and Principal Position Year Salary ($) (1) Bonus ($) (2) Stock Awards ($) (3) Non-Equity Incentive Plan Compensation ($) (4) All Other Compensation ($) (5) Total ($) Michael P. Ure 2021 713,462 416,041 6,259,276 984,659 344,607 8,718,045 President, Chief Executive Officer 2020 641,346 617,500 4,133,602 — 42,439 5,434,887 and Chief Financial Officer 2019 147,981 — 1,080,029 162,000 43,252 1,433,262 Craig W. Collins 2021 471,923 237,025 2,575,436 560,975 204,045 4,049,404 Senior Vice President and 2020 461,923 370,500 1,757,410 — 41,500 2,631,333 Chief Operating Officer 2019 138,462 — 500,049 168,000 25,826 832,337 Christopher B. Dial (6) 2021 388,462 137,225 1,459,424 324,775 100,514 2,410,400 Senior Vice President, General Counsel and Secretary Robert W. Bourne 2021 405,000 164,670 1,201,841 389,730 181,082 2,342,323 Senior Vice President and 2020 417,692 313,500 981,448 — 41,725 1,754,365 Chief Commercial Officer 2019 136,500 — 1,250,029 154,932 10,680 1,552,141 Charles G. Griffie 2021 405,000 172,155 1,373,517 407,445 1,407,969 3,766,086 Former Senior Vice President, 2020 401,154 327,750 1,085,394 — 38,231 1,852,529 Operations and Engineering 2019 73,077 — 208,008 70,154 18,360 369,599 ________________________________________________________________ (1) For 2021 and 2020, the amounts reflect each officer’s full base salary expense. The 2019 amounts reflect the base salary expense allocated to us by Anadarko and Occidental in accordance with the omnibus agreement. (2) 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. (3) For 2021 and 2020, 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 2021 ROA unit awards as of the grant date for Messrs. Ure, Collins, Dial, Bourne, and Griffie were approximately $3.5 million, $1.5 million, $0.85 million, $0.70 million, and $0.80 million, respectively. The maximum values, assuming a 200% payout, of the 2021 TUR unit awards as of the grant date for Messrs. Ure, Collins, Dial, Bourne, and Griffie were approximately $5.0 million, $2.2 million, $1.2 million, $1.0 million, and $1.1 million, respectively. The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value. The 2021 and 2020 amounts reflect the full grant date fair value of awards granted during the year. The 2019 amounts reflect the allocated grant date fair value of awards granted in 2019 in accordance with the omnibus agreement. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. For information regarding the awards granted in 2021, see the Grants of Plan-Based Awards in 2021 table. (4) For 2021, this column reflects the portion of the annual cash bonus awards calculated based on our unadjusted performance results, pursuant to the 2021 WCB Program. For 2019, the amounts reflect annual cash bonus compensation allocated to us for the year ended December 31, 2019 under the Anadarko and Occidental plans. 174 Table of Contents (5) For 2019, the amounts in this column reflect the compensation expenses related to Anadarko’s and Occidental’s retirement and savings plans that were allocated to us for the year. The 2021 amounts are detailed in the table below: Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Financial/Tax/Estate Planning ($) Other ($) (i) (ii) Total ($) Michael P. Ure 199,644 3,112 141,851 344,607 Craig W. Collins 126,363 4,000 73,682 204,045 Christopher B. Dial 86,305 3,134 11,075 100,514 Robert W. Bourne 122,145 1,775 57,162 181,082 Charles G. Griffie 124,568 4,000 1,279,401 1,407,969 ________________________________________________________________ (i) For Messrs. Ure, Collins, Dial, and Bourne, the amounts reflect the one-time cash payments made by the Partnership in 2021 in the amount that would have been allocated to their savings plan account for their 2020 eligible earnings, without regard to the IRC limitations. Mr. Ure’s amount includes less than $500 in company-related spousal travel expense. (ii) For Mr. Griffie, the amount includes his one-time cash payment, as described in the above footnote, of $130,841; benefits payable under the Executive Severance Plan in the amount of $1,125,000; and the payout upon his termination of his accrued but unused paid time off balance of $23,560. (6) Mr. Dial was not an NEO for the years ended December 31, 2020 and 2019. Grants of Plan-Based Awards in 2021 The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards. The equity incentive plan and unit awards were granted pursuant to the Western Gas Equity Partners, LP 2017 Long-Term Incentive Plan during 2021 to each of the NEOs as described below. Non-Equity Incentive Plan Awards (WCB Program). Values disclosed reflect the estimated cash payouts under the WES WCB Program, as discussed in the Compensation Discussion and Analysis . If threshold levels of performance are not met, the payout can be zero. If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants. Equity Incentive Plan Awards (ROA Units and TUR Units). Values disclosed reflect grant date fair values for ROA Units and relative TUR Units, as discussed in the Compensation Discussion and Analysis . Officers may earn between 0% and 200% of the target awards based on WES’s performance and continued service over a three-year performance period ending December 31, 2023. Performance units earned are settled in the form of common units. The awards include tandem distribution equivalent rights accrued and paid in cash at the end of the performance period based on actual performance. Time-Based Unit Awards. Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years, beginning on February 12, 2022. The awards include tandem distribution equivalent rights paid in cash on a current basis. 175 Table of Contents All Other Unit Awards: Number of Units (#) Grant Date Fair Value of Unit Awards ($) (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 — — 833,750 — — — — — — Time-Based Units 02/18/2021 — — — — — — 125,945 2,000,007 ROA Units 02/18/2021 — — — 27,550 110,201 220,402 — 1,749,992 TUR Units 02/18/2021 — — — 27,550 110,201 220,402 — 2,509,277 Craig W. Collins — — 475,000 — — — — — — Time-Based Units 02/18/2021 — — — — — — 47,229 749,997 ROA Units 02/18/2021 — — — 11,808 47,230 94,460 — 750,012 TUR Units 02/18/2021 — — — 11,808 47,230 94,460 — 1,075,427 Christopher B. Dial — — 275,000 — — — — — — Time-Based Units 02/18/2021 — — — — — — 26,763 424,996 ROA Units 02/18/2021 — — — 6,691 26,764 53,528 — 425,012 TUR Units 02/18/2021 — — — 6,691 26,764 53,528 — 609,416 Robert W. Bourne — — 330,000 — — — — — — Time-Based Units 02/18/2021 — — — — — — 22,040 349,995 ROA Units 02/18/2021 — — — 5,510 22,040 44,080 — 349,995 TUR Units 02/18/2021 — — — 5,510 22,040 44,080 — 501,851 Charles G. Griffie — — 345,000 — — — — — — Time-Based Units 02/18/2021 — — — — — — 25,189 400,001 ROA Units 02/18/2021 — — — 6,297 25,188 50,376 — 399,985 TUR Units 02/18/2021 — — — 6,297 25,188 50,376 — 573,531 _________________________________________________________________________________________ (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 2021 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 this Form 10-K. 176 Table of Contents Outstanding Equity Awards at Year-End 2021 The following table reflects outstanding equity awards for each NEO as of December 31, 2021. The market values shown are based on WES’s closing unit price of $22.27 on December 31, 2021. The table excludes any prior outstanding awards granted under the Occidental LTIP Plan, as per the terms of the December 2019 Services Agreement, the Partnership no longer reimburses Occidental for the expense of these awards that were granted prior to 2020. Unit Awards Equity Incentive Plan Awards Restricted Units (1) Performance Units (2) Number of Units That Have Not Vested (#) Market Value of Units That Have Not Vested ($) 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 229,981 5,121,677 — — ROA Units — — 231,039 5,145,239 TUR Units — — 207,977 4,631,648 Craig W. Collins Time-Based Units 90,925 2,024,900 — — ROA Units — — 99,345 2,212,413 TUR Units — — 89,470 1,992,497 Christopher B. Dial Time-Based Units 49,651 1,105,728 — — ROA Units 53,175 1,184,207 TUR Units 47,500 1,057,825 Robert W. Bourne Time-Based Units 47,009 1,046,890 — — ROA Units — — 48,491 1,079,895 TUR Units — — 43,936 978,455 Charles G. Griffie Time-Based Units — — — — ROA Units — — 24,516 545,971 TUR Units — — 22,940 510,874 _________________________________________________________________________________________ (1) The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2021 Table: Vesting Date Mr. Ure Mr. Collins Mr. Dial Mr. Bourne 02/12/2022 94,000 37,591 20,365 19,830 02/12/2023 93,999 37,591 20,365 19,832 02/12/2024 41,982 15,743 8,921 7,347 (2) The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2021 Table. The number of outstanding ROA Units for each award is calculated based on WES’s return on assets performance as of December 31, 2021, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. WES’s performance to date as of December 31, 2021 under the ROA awards with a performance period ending December 31, 2022 was 146.3% and 147.5% for the awards with a performance period ending December 31, 2023. Performance Period Mr. Ure Mr. Collins Mr. Dial Mr. Bourne Mr. Griffie 1/1/2020 to 12/31/2022 68,493 29,681 13,698 15,982 12,166 1/1/2021 to 12/31/2023 162,546 69,664 39,477 32,509 12,350 177 Table of Contents (3) The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2021 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, 2021, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. WES’s performance to date as of December 31, 2021 under the TUR awards with a performance period ending December 31, 2022 was 150% and 125% for the awards with a performance period ending December 31, 2023. Performance Period Mr. Ure Mr. Collins Mr. Dial Mr. Bourne Mr. Griffie 1/1/2020 to 12/31/2022 70,226 30,432 14,045 16,386 12,474 1/1/2021 to 12/31/2023 137,751 59,038 33,455 27,550 10,466 Option Exercises and Units Vested in 2021 The following table reflects information about the aggregate dollar value realized during 2021 by our NEOs for WES awards that vested in 2021. The table below excludes the vesting of any prior awards granted under the Occidental LTIP, as per the terms of the December 2019 Services Agreement, the Partnership no longer reimburses Occidental for the expense of awards that were granted prior to 2020. Unit Awards Name Number of Units Acquired on Vesting (#) (1) Value Realized on Vesting ($) (2) Michael P. Ure 65,637 1,126,164 Craig W. Collins 27,647 474,561 Christopher B. Dial 14,322 245,416 Robert W. Bourne 15,713 269,482 Charles G. Griffie 36,427 723,884 _________________________________________________________________________________________ (1) The number of units acquired on vesting includes the time-based units that vested in 2021 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 2021 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 a tax-qualified defined contribution plan. 178 Table of Contents Nonqualified Deferred Compensation for 2021 Due to IRC limitations that restrict the amount of benefits payable under the tax-qualified 401(k) Plan, in November 2021, our Board approved the Western Midstream Savings Restoration Plan. The Savings Restoration Plan provides a benefit 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 2021 Company Contributions in 2021 (1) Aggregate Earnings / Losses in 2021 Aggregate Withdrawal / Distributions in 2021 Aggregate Balance at End of 2021 Michael P. Ure $ — $ 161,144 $ — $ — $ 161,144 Craig W. Collins — 87,863 — — 87,863 Christopher B. Dial — 47,805 — — 47,805 Robert W. Bourne — 83,645 — — 83,645 Charles G. Griffie — 89,768 — — 89,768 _________________________________________________________________________________________ (1) Reflects contributions earned for fiscal year 2021, although not credited to participant accounts until 2022. These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2021. Potential Payments Upon Termination or Change of Control As of December 31, 2021, all of our NEOs were eligible for severance benefits under the ESP and CIC Plan that were approved by our Board in August 2021 (discussed in detail in the CD&A Severance section). In addition to these Plans, Messrs. Ure, Collins, Bourne and Dial remain eligible for certain benefits under the legacy Anadarko Petroleum Corporation Amended and Restated Change of Control Severance Plan (“Anadarko COC Plan”) until this plan expires on August 8, 2022 (the end of the two-year change of control period triggered by the Occidental Merger). Pursuant to our current Services Agreement, we will not reimburse Occidental in cash for amounts related to the vesting of any outstanding equity or long-term incentive awards (whether vested, unvested, deferred, or otherwise) previously granted by Anadarko or Occidental to our NEOs, accordingly these awards are excluded from the disclosed amounts. Upon Mr. Griffie’s departure from the Partnership on December 31, 2021, he received the following benefits under the ESP: cash severance of $1,125,000, payable in lump sum; an annual bonus for 2021 in the amount of $579,600, paid at the same time as other executives; up to two years of continued health and welfare benefits at the employee rates, valued at $41,702; 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 $1,487,146. 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, 2021. The performance units will be paid after the end of the performance period based on actual performance. Mr. Griffie will also be paid his previously earned and vested balance in the Savings Restoration Plan of $89,768. Mr. Griffie 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, 2021 and, where applicable, using the closing price of our common unit of $22.27 (as reported on the NYSE as of December 31, 2021). 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 2021 Table. 179 Table of Contents 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 Mr. Collins Mr. Dial Mr. Bourne Cash Severance $ — $ — $ — $ — Total $ — $ — $ — $ — Involuntary Not For Cause Termination. As of December 31, 2021, the NEOs below were eligible for severance benefits under both the ESP and the broad-based Anadarko COC Plan in the event they are terminated without cause before the end of the change of control period defined under the Anadarko COC Plan, which is August 8, 2022. The original Anadarko COC Plan severance benefits were subject to a double-trigger; however, the Occidental Merger constituted a change of control of Anadarko for purposes of these arrangements and met the requirements for the first trigger. Accordingly, benefits are now subject only to the second trigger of an involuntary not for cause termination. If an NEO is eligible for severance benefits under the ESP and Anadarko COC Plan, they will receive the benefit under the plan that provides the greater benefits, in the aggregate. Under no circumstances, shall an NEO receive duplicate severance benefits. Mr. Ure Mr. Collins Mr. Dial Mr. Bourne Cash Severance (1) $ 4,251,400 $ 2,546,000 $ 1,724,000 $ 1,918,800 Pro-Rata Annual Cash Bonus (2) 833,750 475,000 275,000 330,000 Pro-Rata Vesting of WES Equity Awards (3) 6,125,679 2,582,263 1,351,112 1,314,016 Total $ 11,210,829 $ 5,603,263 $ 3,350,112 $ 3,562,816 _________________________________________________________________________________________ (1) Reflects amounts payable in lump under the double-trigger broad-based rights extended to them under the Anadarko COC Plan. (2) The amounts reflect a prorated annual bonus based on their target for the year, assuming each NEO’s employment terminated on December 31, 2021, pursuant to the rights extended to them under the Anadarko COC Plan. (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, 2021. 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. Good Reason Termination Under the ESP. As of December 31, 2021, 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 Mr. Collins Mr. Dial Mr. Bourne Cash Severance (1) $ 3,117,500 $ 1,425,000 $ 1,012,500 $ 1,102,500 Pro-Rata Annual Cash Bonus (2) 1,400,700 798,000 462,000 554,400 Pro-Rata Vesting of WES Equity Awards (3) — — — — Continuation of Welfare Benefits (4) 59,866 42,008 14,530 44,852 Total $ 4,578,066 $ 2,265,008 $ 1,489,030 $ 1,701,752 _________________________________________________________________________________________ (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 Messrs. Collins, Dial, and Bourne 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, 2021. (3) The current outstanding award agreements do not include a vesting provision for a good reason termination outside of a change of control. (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. 180 Table of Contents 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 more than 50% of the equity interests in the General Partner; (ii) the Partnership is subject to a 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 Mr. Collins Mr. Dial Mr. Bourne Cash Severance (1) $ 4,660,663 $ 1,900,000 $ 1,350,000 $ 1,470,000 Pro-Rata Annual Cash Bonus (2) 1,400,700 798,000 462,000 554,400 Accelerated Vesting of WES Equity Awards (3) 14,898,564 6,229,810 3,347,760 3,105,240 Continuation of Welfare Benefits (4) 59,866 42,008 14,530 44,852 Total $ 21,019,793 $ 8,969,818 $ 5,174,290 $ 5,174,492 _________________________________________________________________________________________ (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 Messrs. Collins, Dial, and Bourne 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 2021, 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, 2021. In the event of a change of control, the performance would be calculated based on the change of control date. (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. Death or Termination due to Disability Mr. Ure Mr. Collins Mr. Dial Mr. Bourne Accelerated Vesting of WES Equity Awards (1) $ 14,898,564 $ 6,229,810 $ 3,347,760 $ 3,105,240 Total $ 14,898,564 $ 6,229,810 $ 3,347,760 $ 3,105,240 ______________________________________________________________________________________ (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, 2021. 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. 181 Table of Contents CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, require disclosure regarding the relationship of the annual compensation of our employees and the annual compensation of Mr. Michael P. Ure, our Chief Executive Officer (CEO). As discussed in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K, as of December 31, 2021, we had 1,127 employees. In accordance with Item 402(u) of Regulation S-K, we are using the same median employee that was identified for purposes of our 2020 disclosure contained in our 2020 Form 10-K as there has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure. We identified the median employee for 2020 by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2020. We included all employees, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions, or adjustments to the data. We calculated annual total compensation for the median employee using the same methodology used for our NEOs as set forth in the above 2021 Summary Compensation Table. The pay ratio provided has been calculated as the total 2021 annual compensation for Mr. Ure of $8,718,045, divided by the total 2021 annual compensation of the median employee of $158,752. For 2021, the ratio resulting from this calculation was 55 to 1. 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 2021, 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 2021 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. The only change made to the program in 2021 was the elimination of an additional $2,000 meeting fee for each Board and committee meeting attended by the non-employee director in excess of 10 total Board and committee meetings in one calendar year. Compensation for non-employee directors during 2021 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 $125,000. In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or committees and for costs associated with participation in continuing director education programs. Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law. Equity Ownership Guidelines. Non-employee directors of the General Partner are required to hold common units, phantom units, or related grants of such securities under the Partnership’s long-term incentive plans which have an aggregate value equivalent to three times the annual Board cash retainer. Directors have five years from the date of their initial election to the Board to comply with this requirement. 182 Table of Contents The following table sets forth information concerning total director compensation earned during 2021 by each non-employee director: Name Fees Earned or Paid in Cash ($) Stock Awards ($) ( 1) Total ($) Oscar K. Brown 129,067 125,007 254,074 Kenneth F Owen 134,000 125,007 259,007 David J. Schulte 134,000 125,007 259,007 Lisa A. Stewart 114,000 125,007 239,007 ________________________________________________________________________________________ (1) The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2021, 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 2021. As of December 31, 2021, Messrs. Brown, Owen, and Schulte and Ms. Stewart each had 7,872 outstanding phantom units. The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2021: Name Grant Date Phantom Units (#) (1) Grant Date Fair Value of Stock Awards ($) (2) Oscar K. Brown February 18 7,872 125,007 Kenneth F Owen February 18 7,872 125,007 David J. Schulte February 18 7,872 125,007 Lisa A. Stewart February 18 7,872 125,007 _________________________________________________________________________________________ (1) The phantom units granted on February 18 will vest in full on February 12, 2022, 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 2021 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 As previously discussed, our general partner’s Board is not required to maintain, and does not maintain, a 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 below in this Form 10-K for information about relationships among us, our general partner, and Occidental. 183 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the beneficial ownership of our common units held by the following as of February 17, 2022: • each member of the Board; • each named executive officer of our general partner; • all directors and officers of our general partner as a group; and • Occidental and its affiliates. Name and Address of Beneficial Owner (1) Common Units Beneficially Owned Percentage of Common Units Beneficially Owned Occidental Petroleum Corporation (2) 200,281,578 49.6% Peter J. Bennett — * Michael P. Ure 138,634 * Robert W. Bourne 31,498 * Craig W. Collins 73,853 * Christopher B. Dial 29,931 * Catherine A. Green 12,657 * Oscar K. Brown (3) 17,115 * Nicole E. Clark — * Frederick A. Forthuber — * Kenneth F. Owen 15,054 * David J. Schulte 19,554 * Lisa A. Stewart 15,054 * All directors and executive officers as a group (12 persons) 353,350 * _________________________________________________________________________________________ * Less than 1%. (1) The address for Occidental and its representatives on the Board of our general partner is 5 Greenway Plaza, Suite 110, Houston, Texas 77046. The address for all other beneficial owners in this table is 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380. (2) WGRI owns 161,319,520 common units, AMH owns 457,849 common units, WGRAH owns 24,139,260 common units, and Anadarko USH1 Corporation owns 14,364,949 common units of WES. Occidental is the ultimate parent company of each of the foregoing entities and may, therefore, be deemed to beneficially own the units held by such entities. (3) Includes 1,440 common units held in a margin account. 184 Table of Contents The following table sets forth owners of 5% or greater of our common units, other than Occidental and its affiliates, the holdings of which are listed in the first table of this Item 12. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Common Units ALPS Advisors, Inc. 1290 Broadway, Suite 1100 Denver, CO 80203 24,330,966 (1) 6.04% _________________________________________________________________________________________ (1) Based upon its Schedule 13G filed February 3, 2022, with the SEC with respect to Partnership securities held as of December 31, 2021, ALPS Advisors, Inc. (“ALPS”) has shared voting and dispositive power as to 24,330,966 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 24,192,551 of the common units held by ALPS. Securities Authorized for Issuance Under Equity Compensation Plan The following table sets forth information with respect to the securities that may be issued under the WES LTIPs as of December 31, 2021. For more information regarding the plans, read Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) Equity compensation plans approved by security holders 1,118,191 (1) — (2) 11,808,578 Equity compensation plans not approved by security holders 1,958,349 (1) — (2) 484,909 Total 3,076,540 — 12,293,487 _________________________________________________________________________________________ (1) Includes performance units at their maximum payout of 200%. (2) Phantom and performance units constitute the only rights outstanding under the WES LTIPs. Each phantom or performance unit that may be settled in common units entitles the holder to receive, upon vesting and determination of any performance criteria, if applicable, one common unit with respect to each phantom or performance unit, without payment of any cash. Accordingly, there is no reportable weighted-average exercise price. 185 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence As of February 17, 2022, Occidental held (i) 200,281,578 of our common units, representing a 48.5% limited partner interest in us, (ii) through its ownership of the general partner, 9,060,641 general partner units, representing a 2.2% general partner interest in us, and (iii) a 2.0% limited partner interest in WES Operating through its ownership of WGRAH. We control, manage, and operate WES Operating through our ownership of WES Operating GP. We, directly and indirectly through our ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating. The officers of our general partner are also officers of WES Operating GP and our general partner’s officers operate WES Operating’s business. Five of our directors are currently or formerly affiliated with Occidental and our remaining directors are independent as defined by the NYSE. Agreements with Occidental We, WES Operating, and other parties have entered into various agreements with Occidental as discussed below. These agreements were not the result of arm’s-length negotiations and, as such, they or the related underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for more information regarding the transactions and agreements discussed below. Summary of Material Related-Party Transactions The following tables summarize material related-party transactions included in our consolidated financial statements (see Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K): Consolidated statements of operations Year Ended December 31, thousands 2021 2020 2019 Revenues and other Service revenues – fee based $ 1,589,367 $ 1,740,999 $ 1,441,875 Service revenues – product based 11,888 8,509 7,062 Product sales 31,103 71,104 158,459 Total revenues and other 1,632,358 1,820,612 1,607,396 Equity income, net – related parties (1) 204,645 226,750 237,518 Operating expenses Cost of product 42,805 92,884 254,771 Operation and maintenance 27,805 49,533 146,990 General and administrative (2) 15,613 40,295 101,485 Total operating expenses 86,223 182,712 503,246 Gain (loss) on divestiture and other, net 420 (2,870) — Interest income – Anadarko note receivable — 11,736 16,900 Interest expense — (6) (1,970) _________________________________________________________________________________________ (1) See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. (2) Includes (i) amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13) and (ii) equity-based compensation expense allocated to us by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Item 13). 186 Table of Contents Consolidated balance sheets December 31, thousands 2021 2020 Assets Accounts receivable, net $ 180,205 $ 291,253 Other current assets 12,490 5,493 Equity investments (1) 1,167,187 1,224,813 Other assets 45,494 50,967 Total assets 1,405,376 1,572,526 Liabilities Accounts and imbalance payables 49,242 6,664 Accrued liabilities 13,914 19,195 Other liabilities 207,365 138,796 Total liabilities 270,521 164,655 _________________________________________________________________________________________ (1) See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Consolidated statements of cash flows Year Ended December 31, thousands 2021 2020 2019 Distributions from equity-investment earnings – related parties $ 213,516 $ 246,637 $ 234,572 Capital expenditures (2,000) — (425) Acquisitions from related parties — — (2,007,501) Contributions to equity investments - related parties (4,435) (19,388) (128,393) Distributions from equity investments in excess of cumulative earnings – related parties 41,385 32,160 30,256 APCWH Note Payable borrowings — — 11,000 Repayment of APCWH Note Payable — — (439,595) Distributions to Partnership unitholders (1) (260,703) (367,861) (566,868) Distributions to WES Operating unitholders (2) (14,984) (15,434) (19,768) Net contributions from (distributions to) related parties 8,533 24,466 458,819 Above-market component of swap agreements with Anadarko — — 7,407 Finance lease payments — (6,382) (508) Unit repurchases from Occidental (3) (50,225) — — _________________________________________________________________________________________ (1) Represents distributions paid to Occidental pursuant to our partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K). (2) Represents distributions paid to Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement (see Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K). (3) We repurchased 2.5 million common units from Occidental during the year ended December 31, 2021 (see Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K). 187 Table of Contents The following tables summarize material related-party transactions for WES Operating (which are included in our consolidated financial statements) to the extent the amounts differ from our consolidated financial statements: Consolidated statements of operations Year Ended December 31, thousands 2021 2020 2019 General and administrative (1) $ 18,365 $ 41,609 $ 99,613 _________________________________________________________________________________________ (1) Includes (i) amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13), (ii) equity-based compensation expense allocated to WES Operating by Occidental, which is not reimbursed to Occidental and is reflected as a contribution to partners’ capital in the consolidated statements of equity and partners’ capital (see Incentive Plans within this Item 13), and (iii) an intercompany service fee between us and WES Operating. Consolidated balance sheets December 31, thousands 2021 2020 Accounts receivable, net $ 180,205 $ 246,083 Accounts and imbalance payables (1) 97,749 6,664 _________________________________________________________________________________________ (1) As of December 31, 2021, includes balances related to transactions between WES and WES Operating. Consolidated statements of cash flows Year Ended December 31, thousands 2021 2020 2019 Distributions to WES Operating unitholders (1) $ (749,018) $ (771,546) $ (1,025,931) _________________________________________________________________________________________ (1) Represents distributions paid to us and Occidental, through its ownership of WGRAH, pursuant to WES Operating’s partnership agreement. Includes distributions made from WES Operating to WES during the years ended December 31, 2021 and 2020, that were used by WES to repurchase common units. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Related-party revenues. Related-party revenues include amounts earned by us from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental. Gathering and processing agreements. We have significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of our systems. While Occidental is our contracting counterparty, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. For the year ended December 31, 2021, production owned or controlled by Occidental represented 36% of our throughput for natural-gas assets (excluding equity-investment throughput), 89% of our throughput for crude-oil and NGLs assets (excluding equity-investment throughput), and 87% of our throughput for produced-water assets. We are currently involved in a dispute with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to the Partnership’s DJ Basin oil - gathering system. If such dispute is resolved in a manner adverse to us, such resolution could have a negative impact on our financial condition and results of operations, including a reduction in rates and a non - cash charge to earnings. In connection with the sale of its Eagle Ford assets in 2017, Anadarko remained the primary counterparty to our Brasada gas processing agreement and entered into an agency relationship with Sanchez Energy Corporation, now Mesquite Energy, Inc. (“Mesquite”) that allows Mesquite to process gas under such agreement. In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023. For this reason, Anadarko continues to be liable under the Brasada gas processing agreement until June 30, 2023, to the extent Mesquite does not perform. For all periods presented, Mesquite has performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko. 188 Table of Contents Further, in connection with the sale of its Uinta Basin assets in 2020, Kerr McGee Oil & Gas Onshore LP, a subsidiary of Occidental, retained the deficiency payment obligations under a gas processing agreement at the Chipeta plant. This contingent payment obligation extends through the earlier of October 1, 2022, or the termination of the processing agreement. Marketing Transition Services Agreement. Effective December 31, 2019, certain subsidiaries of Anadarko entered into a transition services agreement (the “Marketing Transition Services Agreement”) to provide marketing-related services to certain of our subsidiaries through December 31, 2020, subject to the option to extend such services for an additional six-month period. The Marketing Transition Services Agreement was terminated on December 31, 2020. While we still have some marketing agreements with affiliates of Occidental, we began marketing and selling substantially all of our natural gas and NGLs directly to third parties beginning on January 1, 2021. Operating leases. As a result of the surface - use and salt - water disposal agreements being amended under the CUA (see Related-party commercial agreement below), these agreements are now classified as operating leases and a $30.0 million ROU asset, included in Other assets on the consolidated balance sheets, was recognized during the first quarter of 2021. The ROU asset will be amortized to Operation and maintenance expense over the remaining term of the agreements. Effective December 31, 2019, an affiliate of Occidental and a wholly owned subsidiary of WES, the lessor, entered into an operating and maintenance agreement pursuant to which Occidental provides operational and maintenance services with respect to a crude - oil gathering system and associated treating facilities owned by us through December 31, 2021. In April 2021, we exercised the option to terminate the operating and maintenance agreement with Occidental effective December 31, 2021. See Note 14—Leases in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs provided by related parties at certain of our assets. A portion of general and administrative expense is paid by Occidental, which results in related - party transactions pursuant to the reimbursement provisions of our and WES Operating’s agreements with Occidental. Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related - party imbalances, and transactions with affiliates accounted for under the equity method of accounting. See Marketing Transition Services Agreement in the sections above. Related - party expenses do not bear a direct relationship to related - party revenues, and third - party expenses do not bear a direct relationship to third - party revenues. Services Agreement. General and administrative expense includes costs incurred pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP, under which Occidental has performed certain centralized corporate functions for us and WES Operating (“Services Agreement”). Pursuant to the Services Agreement, which was amended and restated on December 31, 2019, specified employees of Occidental were seconded to WES Operating GP to provide, under the direction, supervision, and control of the general partner, (i) operating and routine maintenance service and (ii) corporate, administrative, and other services, with respect to the assets owned and operated by us. Occidental was reimbursed for the services provided by the seconded employees. In January 2020, pursuant to the Services Agreement, Occidental made a one - time cash contribution of $20.0 million to WES Operating for anticipated transition costs required to establish stand - alone human resources and information technology functions. In late March 2020, seconded employees’ employment was transferred to us. Most of the administrative and operational services previously provided by Occidental fully transitioned to us by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement. Incentive Plans. General and administrative expense includes non - cash equity - based compensation expense allocated to us by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with us under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long - Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”). General and administrative expense includes costs related to the Incentive Plans of $10.1 million, $14.6 million, and $12.9 million for the years ended December 31, 2021, 2020, and 2019, respectively. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. 189 Table of Contents Construction reimbursement agreements and purchases from related parties . From time to time, we enter into construction reimbursement agreements with Occidental providing that we will manage the construction of certain midstream infrastructure for Occidental in our areas of operation. Such arrangements generally provide for a reimbursement of costs incurred by us on a cost or cost-plus basis. Additionally, from time to time, in support of our business, we purchase equipment, inventory, and other miscellaneous assets, from Occidental or its affiliates. Related-party commercial agreement. During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of WES entered into a Commercial Understanding Agreement (“CUA”). Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by us in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments. The present value of the reduced usage fees under the CUA was $30.0 million at the time the agreement was executed. Indemnification agreements with directors and officers. Our general partner has entered into indemnification agreements with each of its officers and directors (each, an “Indemnitee”). The indemnification agreements provide that each Indemnitee will be indemnified and held harmless against all expense, liability, and loss (including attorney’s fees, judgments, fines or penalties, and amounts to be paid in settlement) actually and reasonably incurred or suffered by the Indemnitee in connection with serving in their capacity as officers and directors of our general partner (or of any subsidiary of our general partner) or in any capacity at the request of our general partner or its Board to the fullest extent permitted by applicable law, including Section 18-108 of the Delaware Limited Liability Company Act in effect on the date of the agreement or as such laws may be amended to provide more advantageous rights to the Indemnitee. The indemnification agreements also provide that advance payment of certain expenses must be made to the Indemnitee, including fees of counsel, in advance of final disposition of any proceeding subject to receipt of an undertaking from the Indemnitee to return such advance if it is ultimately determined that the Indemnitee is not entitled to indemnification. Through December 31, 2021, there have been no payments or claims to Occidental related to these indemnification agreements and no payments or claims have been received from Occidental related to these indemnification agreements. Chipeta LLC agreement. We are party to the Chipeta LLC agreement, together with a third-party member. Among other things, the Chipeta LLC agreement provides the following: • Chipeta’s members will be required from time to time to make capital contributions to Chipeta to the extent approved by the members in connection with Chipeta’s annual budget; • Chipeta will distribute available cash, as defined in the Chipeta LLC agreement, if any, to its members quarterly in accordance with those members’ membership interests; and • Chipeta’s membership interests are subject to significant restrictions on transfer. We are the managing member of Chipeta. As managing member, we manage the day-to-day operations of Chipeta and receive a management fee from the other member, which is intended to compensate the managing member for the performance of its duties. We may be removed as the managing member only if we are grossly negligent or fraudulent, breach our primary duties, or fail to respond in a commercially reasonable manner to written business proposals from the other member, and such behavior, breach, or failure has a material adverse effect to Chipeta. 190 Table of Contents Review, Approval, or Ratification of Transactions with Related Persons Our Audit Committee generally reviews transactions between WES and its directors, executive officers, or their immediate family members, or significant equity holders involving, in any case, amounts in excess of $120,000. However, our Board may also request that certain transactions between WES and Occidental, or our general partner, be reviewed by the Special Committee pursuant to our partnership agreement, as described in more detail below. Whenever a conflict arises between our general partner or its related parties, including Occidental, on the one hand, and us and our limited partners, on the other hand, our general partner will resolve the conflict. Our partnership agreement contains provisions that modify and limit our general partner’s default state law fiduciary duties to our unitholders. Our partnership agreement also restricts the remedies available to our unitholders for actions taken by our general partner that, without those limitations, might constitute breaches of fiduciary duties otherwise applicable under state law. See Special Committee under Part III, Item 10 of this Form 10-K. Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our unitholders if the resolution of the conflict is any of the following: • approved by the Special Committee of our general partner, although our general partner is not obligated to seek such approval; • approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates; • on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or • fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us. Our general partner may, but in most circumstances is not required to, seek the approval of such resolution from the Special Committee of its Board. In connection with a situation involving a conflict of interest, any determination by our general partner involving the resolution of the conflict of interest must be made in good faith, provided that, if our general partner does not seek approval from the Special Committee and its Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the Board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in the partnership agreement, our general partner or the Special Committee may consider any factors that it determines in good faith to be appropriate when resolving a conflict. Our partnership agreement provides that for someone to act in good faith, that person must reasonably believe he is acting in the best interests of the Partnership. Additionally, the Board has adopted a written Code of Ethics and Business Conduct (the “Code”), under which all directors and officers of the general partner, and employees working on our behalf, are expected to avoid conflicts or the appearance of conflicts in relation to their duties and responsibilities to us, and report any violation of the Code by any person. Under our Corporate Governance Guidelines, any waivers of the Code for any officer or director may only be made by the Board or by a committee of the Board composed of independent directors. 191 Table of Contents Item 14. Principal Accounting Fees and Services We have engaged KPMG LLP as our and WES Operating’s independent registered public accounting firm. The following table presents fees for the audit of the annual consolidated financial statements for the last two fiscal years and for other services provided by KPMG LLP: WES WES Operating thousands 2021 2020 2021 2020 Audit fees $ 400 $ 250 $ 2,100 $ 2,240 Total $ 400 $ 250 $ 2,100 $ 2,240 Audit fees are primarily for the audit of our and WES Operating’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, consents, comfort letters, other audits, and the reviews of financial statements included in the Forms 10-Q. Audit-related fees are primarily for certain financial accounting consultations. Audit Committee Approval of Audit and Non-Audit Services The Audit Committee of our general partner has adopted a Pre-Approval Policy with respect to services that may be performed by KPMG LLP. This policy lists specific audit-related services and any other services that KPMG LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy. The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairman, to whom such authority has been conditionally delegated, prior to engagement. During 2021, no fees for services outside the scope of audit, review, or attestation that exceed the waiver provisions of 17 CFR 210.2-01(c)(7)(i)(C) were approved by the Audit Committee. During 2021, the Audit Committee reviewed and approved the use of KPMG LLP’s Accounting research and disclosure checklist applications for no additional fee. The Audit Committee has approved the appointment of KPMG LLP as independent registered public accounting firm to conduct the audit of our and WES Operating’s consolidated financial statements for the year ended December 31, 2022. 192 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements Our consolidated financial statements are included under Part II, Item 8 of this Form 10-K. For a listing of these statements and accompanying footnotes, see the Index to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. (a)(2) Financial Statement Schedules Financial statement schedules have been omitted because they are not required, not applicable, or the information is included under Part II, Item 8 of this Form 10-K. (a)(3) Exhibits Exhibit Index Exhibit Number Description # 2. 1 Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753). 3. 1 Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763). 3. 2 Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 3 Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 3. 4 Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763). 3. 5 Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 6 Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 7 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753). 3. 8 Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 9 Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 193 Table of Contents Exhibit Number Description 3. 10 Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 11 Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 12 Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 13 Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). * 4. 1 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 4. 1 Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046). 4. 2 Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 3 First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 4 Fourth Supplemental Indenture, dated as of June 28, 2012, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046). 4. 5 Form of 4.000% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046). 4. 6 Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 7 Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 8 Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). 4. 9 Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). 4. 10 Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). 4. 11 Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). 4. 12 Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 4. 13 Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 194 Table of Contents Exhibit Number Description 4. 14 Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 4. 15 Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 16 Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 17 Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 18 Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 19 Form of Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 20 Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 21 Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 22 Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 10. 1 Partnership Interests Exchange Agreement, by and among Western Gas Resources, Inc., Western Midstream Holdings, LLC and Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 10. 2 Amended and Restated Services, Secondment and Employee Transfer Agreement, by and between Occidental Petroleum Corporation, Anadarko Petroleum Corporation and Western Midstream Operating GP, LLC, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 10. 3 Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas Partners, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.5 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). 10. 4 Anadarko Petroleum Corporation Fixed Rate Note due 2038 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). 10. 5 Form of Commodity Price Swap Agreement (incorporated by reference to Exhibit 10.3 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on May 6, 2010, File No. 001-34046). ‡ 10. 6 Form of Indemnification Agreement by and between Western Midstream Holdings, LLC, its Officers and Directors (incorporated by reference to Exhibit 10.16 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No. 001-34046). 10. 7 Western Midstream Partners, LP 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No. 001-35753). 195 Table of Contents Exhibit Number Description 10. 8 Western Midstream Partners, LP Executive Severance Plan (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No. 001-35753). 10. 9 Western Midstream Partners, LP Executive Change in Control Severance Plan (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No. 001-35753). 10. 10 Form of 2021 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No. 001-35753). 10. 11 Form of 2021 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No. 001-35753). 10. 12 Form of 2021 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No. 001-35753). ‡ 10. 13 Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 17, 2017, File No. 001-34046). ‡ 10. 14 Form of Award Agreement under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to Western Gas Partners, LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on December 13, 2017, File No. 333-151317). ‡ 10. 15 Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on December 12, 2012, File No. 001-35753). ‡ 10. 16 Form of Award Agreement for independent directors under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Western Gas Equity Partners, LP’s Registration Statement on Form S-8 filed on January 30, 2013, File No. 333-186306). ‡ 10. 17 Western Midstream Partners, LP US Incentive Compensation Program (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). ‡ 10. 18 Form of 2020 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). ‡ 10. 19 Form of 2020 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). ‡ 10. 20 Form of 2020 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). † 10. 21 Amended and Restated Limited Liability Company Agreement of Chipeta Processing LLC effective July 23, 2009 (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on November 12, 2009, File No. 001-34046). 10. 22 Third Amended and Restated Revolving Credit Agreement, dated as of February 15, 2018, among Western Gas Partners, LP, as the Borrower, Wells Fargo Bank National Association, as the administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.21 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046). 10. 23 First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of December 19, 2018, among Western Gas Partners, LP, as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 20, 2018, File No. 001-34046). 10. 24 Second Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of December 31, 2019, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 196 Table of Contents Exhibit Number Description 10. 25 364-Day Credit Agreement, dated as of December 19, 2018, among Western Gas Partners, LP, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 20, 2018, File No. 001-34046). 10. 26 First Amendment to 364-Day Credit Agreement, dated as of July 1, 2019, among Western Midstream Operating, LP, as the Borrower, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on July 3, 2019, File No. 001-35753). 10. 27 Second Amendment to Term Loan Credit Agreement, dated as of December 31, 2019, among Western Midstream Operating, LP, as the Borrower, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 10. 28 Tax Sharing Agreement by and between Western Gas Equity Partners, LP and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No. 001-35753). † 10. 29 Gas Gathering Agreement effective July 1, 2010 between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP, as amended by Amendment No. 1 dated August 4, 2011, Amendment No. 2 dated December 3, 2012, Amendment No. 3 dated November 19, 2013 and Amendment No. 4 dated June 2, 2014 (incorporated by reference to Exhibit 10.23 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 26, 2015, File No. 001-34046). † 10. 30 Amendment to Gas Gathering Agreement effective August 1, 2017, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on July 26, 2017, File No. 001-34046). † 10. 31 Amendment to Gas Gathering Agreement effective January 1, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.29 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046). † 10. 32 Amendment to Gas Gathering Agreement, dated May 10, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on August 1, 2018, File No. 001-34046). † 10. 33 Amendment to Gas Gathering Agreement effective January 1, 2020, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.42 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No. 001-34046). † 10. 34 Gas Gathering Agreement between Anadarko E&P Onshore LLC and Delaware Basin Midstream, LLC, dated October 8, 2018 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on October 31, 2018, File No. 001-34046). 10. 35 Unit Redemption Agreement by and between Western Midstream Partners, LP and Anadarko Petroleum Corporation, dated as of September 11, 2020 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on September 16, 2020, File No. 001-35753). * 21. 1 List of Subsidiaries of Western Midstream Partners, LP. * 23. 1 Consent of KPMG LLP - Western Midstream Partners, LP. * 23. 2 Consent of KPMG LLP - Western Midstream Operating, LP. 24. 1 Power of Attorney (included on the signatures page of this annual report on Form 10-K). 197 Table of Contents Exhibit Number Description * 31. 1 Certification of Chief Executive Officer and 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. 2 Certification of Chief Executive Officer and 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. ** 32. 1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. ** 32. 2 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. * 101. INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) * 101. SCH Inline XBRL Schema Document * 101. CAL Inline XBRL Calculation Linkbase Document * 101. DEF Inline XBRL Definition Linkbase Document * 101. LAB Inline XBRL Label Linkbase Document * 101. PRE Inline XBRL Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________________________________________________________ * Filed herewith ** Furnished herewith # Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. † Portions of this exhibit have been omitted as confidential pursuant to Item 601(b)(10) of Regulation S-K or a request for confidential treatment. ‡ Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15. Item 16. Form 10-K Summary Not applicable. 198 Table of Contents 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, 2022 /s/ Michael P. Ure Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) WESTERN MIDSTREAM OPERATING, LP February 23, 2022 /s/ Michael P. Ure Michael P. Ure President, Chief Executive Officer and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) Each person whose signature appears below constitutes and appoints Michael P. Ure his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Form 10-K, and to file the same, with all, exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each, and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or the substitute or substitutes of may lawfully do or cause to be done by virtue hereof. 199 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2022. Signature Title (Position with Western Midstream Holdings, LLC) /s/ Peter J. Bennett Chairman Peter J. Bennett /s/ Michael P. Ure President, Chief Executive Officer, Chief Financial Officer and Director Michael P. Ure (Principal Executive and Financial Officer) /s/ Catherine A. Green Senior Vice President and Chief Accounting Officer Catherine A. Green (Principal Accounting Officer) /s/ Oscar K. Brown Director Oscar K. Brown /s/ Nicole E. Clark Director Nicole E. Clark /s/ Frederick A. Forthuber Director Frederick A. Forthuber /s/ Kenneth F. Owen Director Kenneth F. Owen /s/ David J. Schulte Director David J. Schulte /s/ Lisa A. Stewart Director Lisa A. Stewart 200