What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 456 added, 351 removed, 1067 unchanged (43% of the section changed)

23 unchanged sentences

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.

Our general partner’s Board has eight members, four 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.

Brown, Kenneth F.

Owen, and David J.

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Stewart are independent as described in the rules of the NYSE and the Exchange Act.

In determining Mr.

Brown’s independence, the Board considered the fact that his spouse is a partner at a law firm that WES has used from time to time.

Board Leadership Structure

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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.

Although our Board structure has historically separated the roles of Chairperson and Chief Executive Officer (“CEO”), our general partner’s limited liability company agreement and Corporate Governance Guidelines permit the roles of Chairperson and CEO to be combined.

Thus, while those roles currently are separated, those roles may be combined in the future.

Directors and Executive Officers

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Name Age Position with Western Midstream Holdings, LLC

Bennett 54 Chairman of the Board

Ure 45 President, Chief Executive Officer, Chief Financial Officer, and Director

Bennett 55 Chairperson of the Board

Ure 46 President, Chief Executive Officer, and Director

Shults 38 Senior Vice President and Chief Financial Officer

Bourne 67 Senior Vice President and Chief Commercial Officer

Collins 49 Senior Vice President and Chief Operating Officer

Christopher B.

Dial 46 Senior Vice President, General Counsel and Secretary

Forsyth 57 Senior Vice President, North Operations

Green 49 Senior Vice President and Chief Accounting Officer

Holderman 43 Senior Vice President, South Operations

Brown 52 Director

Clark 53 Director

Forthuber 58 Director (effective December 17, 2021)

Forthuber 59 Director

Owen 49 Director

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Biography/Qualifications

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.

Bennett has served as a member of our Board since August 2019, as Chairperson of the Board since December 2021, and as a member of the Board’s Compensation Committee since February 2022.

Bennett currently serves as President, U.S.

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Ure has served as President and Chief Executive Officer of our general partner and as a member of our Board since August 2019.

Ure also served as interim Chief Financial Officer of our general partner from September 2020 to May 2022.

Prior to joining WES, Mr.

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Biography/Qualifications

Shults has served as Senior Vice President and Chief Financial Officer of our general partner since May 2022, as Senior Vice President, Finance and Communications of our general partner since May 2021, and as Vice President, Investor Relations and Communications of our general partner since November 2019.

Shults joined Anadarko in 2015 and has over 12 years of experience in the oil and gas industry.

During her career at Anadarko, Ms.

Shults served in various roles of increasing responsibility throughout Anadarko’s tax organization, including Director of Tax Compliance and Reporting from March 2018 to November 2019 and Worldwide Tax Manager from February 2017 to February 2018.

Shults began her career in the tax practice of Ernst & Young, LLP, and is a Certified Public Accountant.

Houston, Texas

Officer since:

Biography/Qualifications

Bourne has served as Senior Vice President and Chief Commercial Officer of our general partner since October 2019.

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Bourne has more than 32 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.

Houston, Texas

Officer since:

Biography/Qualifications

Collins has served as Senior Vice President and Chief Operating Officer of our general partner since August 2019.

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”).

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.

Collins joined Anadarko in 2003 and served in several roles of increasing responsibility in Anadarko’s Treasury, Corporate Development, and Midstream groups.

Christopher B.

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Dial began his career as an attorney for Andrews Kurth, LLP, representing clients on a variety of corporate, capital markets, and other transactional matters.

Denver, Colorado

Officer since:

Biography/Qualifications

Forsyth has served as Senior Vice President, North Operations, of the general partner since October 2022 and as Vice President, Engineering for Western Midstream Operating, LP, a consolidated subsidiary of WES, since November 2019.

Forsyth joined Anadarko in 2005 and has over 30 years of experience in the energy industry.

During his career at Anadarko, Mr.

Forsyth served in various roles of increasing responsibility throughout Anadarko’s midstream engineering organization, including General Manager, Midstream Asset Planning from February 2018 to November 2019 and as General Manager, Infrastructure Planning from April 2017 to February 2018.

Prior to joining Anadarko, Mr.

Forsyth served in engineering and project management roles at various construction and engineering firms.

Houston, Texas

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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.

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.

Green joined Anadarko in 2001 and served in a variety of diverse roles throughout the accounting and finance organization, including internal audit, technical U.S.

GAAP accounting, internal controls, and as Director, Expenditure Accounting from March 2018 to September 2019.

Prior to joining Anadarko, Ms.

Green was an auditor with Grant Thornton LLP in the United Kingdom and Houston.

Green began her career as an auditor with Grant Thornton LLP in the United Kingdom and Houston and is a Chartered Accountant with the Institute of Chartered Accountants in England and Wales.

Houston, Texas

Officer since:

Biography/Qualifications

Holderman has served as Senior Vice President, South Operations, of the general partner since October 2022 and served as Senior Vice President and Co-Chief Operating Officer of the general partner from August 2022 to October 2022.

Before joining WES, Mr.

Holderman served as Director, Delaware Basin Asset for Oxy USA, Inc., a subsidiary of Occidental, assuming the role in November 2018.

Previously, Mr.

Holderman had served as the Asset Manager overseeing Occidental’s Midland Basin assets in West Texas, assuming that role in June 2017.

Holderman joined Occidental in December 2013, and held various engineering and operations leadership roles across drilling, completions, and production operations.

Prior to joining Occidental, Mr.

Holderman had nine years of experience in engineering, upstream operations, and commercial roles with ExxonMobil.

Houston, Texas

Director since:

Not Independent

Biography/Qualifications

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.

Brown served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental from November 2018 to March 2020.

Brown has served as a member of our Board since August 2019, as Chairperson of the ESG Committee since February 2021, and as a member of the Compensation Committee since February 2022.

Since April 2022, Mr.

Brown has also served as Chief Financial Officer of FREYR Battery, which provides industrial scale clean battery solutions to reduce global emissions.

Brown previously 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.

Brown previously served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018.

Brown also served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018.

Prior to joining Occidental in 2016, Mr.

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PAA and PAGP) from August 2017 to September 2019.

Brown also serves on the board of Houston’s Alley Theatre, and as a member of that board’s Executive Committee.

Brown also serves on the board of Houston’s Alley Theatre.

Houston, Texas

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Biography/Qualifications

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.

Clark has served as a member of our Board since December 2020, as a member of the ESG Committee since February 2021, and as a member of the Compensation Committee since February 2022.

Clark presently holds the position of Vice President, Deputy General Counsel and Corporate Secretary at Occidental, having joined Occidental in 2014.

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Biography/Qualifications

Forthuber has served as a member of our Board and the Board’s ESG Committee since December 2021.

Forthuber has served as a member of our Board and the ESG Committee since December 2021.

He currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental.

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In addition, Mr.

Forthuber has global functional responsibility for Health and Safety, and the Occidental Oil and Gas Regulatory and Land functions.

Forthuber has global functional responsibility for Health and Safety.

Forthuber has more than 37 years of industry experience in oil and gas operations.

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Biography/Qualifications

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.

Owen has served as a member of our Board, Chairperson of the Audit Committee, and a member of the Special Committee since September 2020.

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.

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Biography/Qualifications

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.

Schulte has served as a member of our Board, Chairperson of the Special Committee, and a member of the Audit Committee since September 2020.

Schulte serves as Chairman, Chief Executive Officer and President of CorEnergy Infrastructure, Inc., the first publicly traded energy infrastructure real estate investment trust.

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Biography/Qualifications

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.

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.

Stewart has served as a member of our Board, and as a member of the Audit Committee and Special Committee, since September 2020, and as Chairperson of the Compensation Committee since February 2022.

Stewart serves as Sheridan Production Partners Executive Chairwoman, a position she has held since April 2020.

From the founding of Sheridan in 2006, she served as Chairwoman, 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.

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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.

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.

Stewart is currently a 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.

On December 31, 2019, WES entered into an amended and restated Services Agreement, under which we reimbursed Occidental for administrative services it performed on our behalf through December 31, 2020, with the agreement renewing every six months thereafter for so long as not terminated by either party.

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.

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The Audit Committee is comprised of three independent directors, Messrs.

Owen (Chairman) and Schulte, and Ms.

Owen (Chairperson) 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.

1 unchanged sentence

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.

The Audit Committee held 5 meetings during 2022.

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.

6 unchanged sentences

The Special Committee is comprised of three independent directors, Messrs.

Schulte (Chairman) and Owen, and Ms.

Schulte (Chairperson) and Owen, and Ms.

The Special Committee reviews specific matters that the Board believes may involve conflicts of interest (including certain transactions with Occidental).

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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.

The ESG Committee is comprised of one independent director, Mr.

Brown (Chairperson), and two non-independent directors, Mr.

Forthuber and Ms.

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.

The Compensation Committee is comprised of two independent directors, Ms.

Stewart (Chairperson) and Mr.

Brown, and two non-independent directors, Ms.

Clark and Mr.

The Compensation Committee held 3 meetings during 2022.

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.

At each quarterly meeting of our Board, all of our non-management directors meet in an executive session without management participation.

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.

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Name of the Director(s), c/o Secretary, Western Midstream Holdings, LLC, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380.

Director Attendance

The Board of Directors held five meetings in 2022.

Each of the directors attended 100% of the aggregate number of regularly scheduled meetings of the Board and of the Board committees on which he or she served and which were held during the period that each director served.

Code of Ethics, Corporate Governance Guidelines, and Board Committee Charters

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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

Ure President, Chief Executive Officer and Chief Financial Officer

Collins Senior Vice President and Chief Operating Officer

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

2022 Named Executive Officers

President and

Chief Executive Officer

Senior Vice President and Chief Financial Officer

Senior Vice President and Chief Commercial Officer

Christopher B.

Dial Senior Vice President, General Counsel and Secretary

Bourne Senior Vice President and Chief Commercial Officer

Former Senior Vice President, Operations and Engineering

________________________________________________________________________________________

Griffie left WES effective December 31, 2021.

Senior Vice President, General Counsel and Secretary

Senior Vice President and Chief Accounting Officer

Shults was promoted to Senior Vice President and Chief Financial Officer (“CFO”) on May 2, 2022.

In addition, Mr.

Collins, Former Senior Vice President and Co-Chief Operating Officer, was a named executive officer for 2022.

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.

Now that WES has substantially completed our strategic shift toward becoming a functionally independent company, we have turned our focus to creating value for WES unitholders through cost efficiencies, increasing the quality, safety, and reliability of WES’s service offerings, and a balanced approach to distributions, debt reduction, and common unit repurchases.

Our compensation program is designed to align the interests of our executive officers with those of our unitholders by providing pay that is linked to the achievement of performance goals established to foster the creation of sustainable, long-term value for WES.

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

• 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;

• 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.

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

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

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

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

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

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

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

2022 Business and Performance Highlights

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While executing this transition, and despite the continued challenges occasioned by a world-wide pandemic, during the 2022 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.

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

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

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

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

• Established a board-level Compensation Committee.

How We Make Compensation Decisions

Our Board has responsibility for 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.

Our Board has responsibility for approving the officer and director compensation plans, policies, and programs of the Partnership.

Although not required by the NYSE listing standards, in February 2022, we established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors.

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;

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

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.

The Compensation Committee and the Board use several resources in reviewing elements of executive compensation and making compensation decisions.

These decisions are not purely formulaic, and the Compensation Committee and the Board exercise judgement and discretion as deemed appropriate.

Compensation Philosophy and Objectives of our Compensation Program

Our Board is committed to a compensation philosophy that is designed to align the interests of our executive officers with those of our unitholders by linking compensation to the achievement of performance goals established to foster the creation of long-term value.

The executive compensation program has evolved over the last several years, corresponding to the Partnership’s transition to becoming a functionally independent company with a WES-dedicated management team.

As noted above, WES established the Compensation Committee in February 2022 after the 2022 executive compensation actions were determined.

Since its formation, the Compensation Committee has worked with its compensation consultant to assist the Board in developing a compensation framework that aligns the interests of our executive officers with those of our unitholders through a culture of equity ownership and an executive compensation program that is more heavily weighted toward at-risk compensation.

In developing WES’s executive compensation program, the Compensation Committee intends to target a total compensation package for its executive officers, including the NEOs, that generally provides for (i) median market annual base compensation, (ii) incentive-based compensation composed of short-term incentives targeted slightly above the median market (i.e., approximately the 50 th -60 th percentile of market), and (iii) long-term incentives that are targeted to pay out at approximately the third-quartile of market.

Going forward, the Compensation Committee will utilize this compensation philosophy along with the Partnership’s performance, individual performance, and general market conditions to determine the final compensation awards for the NEOs.

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

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

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

• Aligning compensation with unitholder interests;

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

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

Administration of Executive Compensation Program and Methodology

Role of the Compensation Committee.

Our Compensation Committee, two members of which are independent directors, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program.

The Compensation Committee is responsible for, among other things, the following:

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

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

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

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

Our Compensation Best Practices.

The Board and the Compensation Committee oversee the design and administration of the compensation program for our executive officers.

The table below highlights the best practices utilized in the compensation process.

• Align executive officer pay with performance by structuring more than 77% of pay as at-risk

• Emphasize long-term performance in our equity incentive awards

• Provide an appropriate mix of fixed and variable pay to encourage retention and increase long-term and sustainable unitholder value

• Use appropriate peer group comparisons to determine compensation

• Maintain a compensation committee, advised by an independent compensation consultant, that makes recommendations to the Board for approval

• Require executive officers to maintain a meaningful equity ownership position via unit ownership

• Pay distributions on performance unit awards only at the end of the performance period, based on units earned

• Employ clawback provisions in our long-term equity awards

• Provide excessive perquisites or personal benefits to our executive officers

• Allow short-selling or hedging of company securities

• Excise tax gross-ups

• Guaranteed bonuses

• Automatic base salary increases

Role of the Compensation Consultant.

Through July 2022, the Board retained Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant to assist the Board and the newly-formed Compensation Committee with the design of our executive compensation program for 2022.

In August 2022, the Compensation Committee retained Zayla Partners (thereby replacing Meridian) as its independent compensation consultant to provide advice on various executive compensation matters.

Meridian provided guidance on our benchmarking peer group, pay levels, pay mix, and overall executive compensation program design for the 2022 calendar year.

Since its engagement by the Compensation Committee, Zayla Partners provided guidance with respect to our overall compensation program design for the 2023 calendar year.

Throughout their respective engagements, each of the independent executive consultants reported directly to the Compensation Committee and the Board and provided no other material services to us.

Benchmarking Peers.

With assistance from Meridian, the Board looked at several factors when determining an appropriate peer group of companies to use for benchmarking compensation opportunities.

With assistance from Meridian, the Board evaluated several factors when determining an appropriate peer group of companies to use for 2022 benchmarking compensation opportunities.

These factors included:

similar midstream businesses of comparable size and scope, comparable executive roles and responsibilities, similar structure (largely independent strategy and governance (whether MLP or C-Corp)), and companies that are in competition for the same senior executive talent.

After conducting an annual review, there were no changes made to the peer group compared to the peer group used to evaluate 2020 compensation decisions.

After conducting an annual review, there were no changes made to the peer group for 2022 compared to the peer group used to evaluate 2021 compensation decisions.

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

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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.

When reviewing benchmarking data, the Board reviewed 25th, 50th, and 75th percentile data in connection with the general structuring of the officers’ compensation packages;

however, the Board did not target a specific percentile of the benchmark data for the 2022 compensation decisions, and in making specific officer compensation decisions, the Board has taken into account other considerations as noted below.

Role of Executive Officers in Setting Executive Compensation.

The Board, after reviewing the information provided by Meridian and considering other factors described below, determines, with input from Meridian, each element of compensation for our CEO.

The Board, after reviewing the information provided by Meridian for 2022 and considering other factors described below, determines, with input from Meridian, each element of compensation for our CEO.

When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from our CEO.

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2022 Annual Compensation Program

Our executive compensation program includes direct and indirect compensation elements.

We believe that compensation for our NEOs should be competitive within our stated peer group and any rewards should be directly linked to the interests of our unitholders.

Our executive compensation program includes a mix of direct and indirect compensation elements.

Performance metrics for short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy.

We believe that a majority of an executive officer’s total compensation opportunity should be performance-based;

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Our Board has established an annual target total compensation program designed to support WES’s long-term strategic objectives and be competitive with industry practices.

As illustrated in the charts below, 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.

As illustrated in the charts below, our CEO’s target direct compensation is heavily weighted towards at-risk compensation, with 88% of our CEO’s compensation based on performance and time-based awards.

In addition, 77% of our other NEOs’ target direct compensation, on average, is at-risk.

Further, 72% of our CEO’s targeted annual direct compensation and 58%, on average, for our other NEOs’ targeted annual direct compensation is tied directly to WES’s unit performance through their annual long-term incentive awards.

Targeted Annual Direct Compensation

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Direct Compensation Elements.

The direct compensation elements for our 2021 annual compensation program are outlined in the table below.

WES’s direct compensation program is based on three key elements of compensation:

base salary, long-term incentives comprised of equity-based awards, including time-based and performance-based awards, and short-term incentive comprised of an annual cash bonus award.

Each element is intended to offer a competitive compensation level relative to our peers that aids in the retention of our executives.

Element Award Performance Metrics Purpose

Base Salary Cash N/A Provides a fixed level of competitive compensation to attract and retain executive talent.

Base Salary Cash N/A Provides a fixed level of competitive compensation based on performance, expertise, and experience to attract and retain executive talent

Equity-Based Awards Time-Based Units

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(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.

(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

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

(25% of award) 3-Year Relative Total Unitholder Return

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

Annual Cash Incentives Cash Adjusted EBITDA

Free Cash Flow

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.

System Availability

Volunteer Participation

Methane Reduction

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

Analysis of 2022 Compensation Actions

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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

Name Salary Approved in 2021 ($) Salary Approved in 2022 ($) % Change

Ure 725,000 775,000 6.9 %

Collins 455,000 475,000 4.4 %

— 400,000 N/A

Dial 400,000 425,000 6.3 %

Bourne 405,000 425,000 4.9 %

Griffie 405,000 405,000 — %

475,000 510,000 7.4 %

Dial was not an NEO for the year 2020.

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.

________________________________________________________________________________________

Shults and Ms.

Green were not NEOs for the year 2021.

Collins left WES effective November 11, 2022.

The Board approved an increase to Mr.

Ure’s salary to better align his salary with the median of the peer benchmark data for the chief executive officer position.

Shults did not receive a salary increase in conjunction with her appointment to CFO in May 2022.

The salary increases for the other NEOs were based on internal compensation alignment considerations and to bring their salaries closer to the median of the peer benchmark data.

Equity-Based Long-term Incentive Awards.

Our 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.

Our long-term incentive program aligns our NEOs’ interests with those of our unitholders by providing them with the opportunity to earn compensation based on WES’s success.

Our Board did not make changes in 2022 to the structure of our annual long-term incentive program that consists of a combination of time-based units and performance-based units.

This use of both time-based and performance-based awards is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention.

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.

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Distribution equivalent rights for time-based awards are paid in cash on a current basis during the vesting period.

Our Board has determined that granting time-based units aligns the interests of our NEOs with our unitholders, provides a retention tool, and rewards long-term service.

Return on Asset Performance Units (“ROA Units”).

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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.

Distribution equivalent rights for ROA Units paid prior to the settlement of such ROA Units are accrued and paid in cash at the end of the performance period based on the actual performance results of the underlying award.

Total Unit Return Performance Units (“TUR Units”).

The Board established relative TUR as a performance criterion for 25% of the 2022 annual long-term incentive awards.

The units vest based on our relative TUR performance over a three-year performance period, with TUR calculated as follows:

The units vest based on our TUR performance ranking relative to our peer group over a three-year performance period, with TUR calculated as follows:

Average Closing Common Unit Price for the last 30 trading days of the performance period minus Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period plus Distributions paid per Common Unit over the performance period (based on ex-dividend date)

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The industry peer group for our 2022 TUR awards is listed below.

There were no changes in peer companies compared to the 2021 peer group.

• Antero Midstream Corporation

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• Targa Resources Corporation

(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.

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

The actual number of TUR Units earned for the three-year performance period will be based on WES’s relative TUR performance during the performance period.

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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

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.

Equity Awards Granted in 2022.

In 2022, the Board approved the below annual long-term incentive awards.

These awards are included in the Grants of Plan-Based Awards Table.

The target value of the 2022 annual equity awards granted to the NEOs, excluding Ms.

Shults, reflect an increase of approximately 25%, on average, compared to their prior year target value of annual awards.

In conjunction with her promotion to CFO in May 2022, Ms.

Shults received a one-time promotional grant with a target value of $1,050,000 delivered in 50% time-based units, 25% TUR performance units, and 25% ROA performance units.

This award was intended to align Ms.

Shults’s compensation with the other NEOs by providing her a similar link to performance and to increase her equity holdings to a level consistent with the CFO role.

In determining the annual equity awards, the Board took into consideration our peer benchmarking data, internal pay equity, retention concerns, and current NEO unit ownership levels.

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Ure 4,500,000 86,705 2,250,000 43,353 1,125,000 43,353 1,125,000

Collins 1,500,000 47,229 750,000 23,615 375,000 23,615 375,000

1,700,000 46,533 1,175,000 10,838 262,500 10,838 262,500

Dial 900,000 17,341 450,000 8,671 225,000 8,671 225,000

Bourne 900,000 17,341 450,000 8,671 225,000 8,671 225,000

Green 650,000 12,524 325,000 6,262 162,500 6,262 162,500

1,700,000 32,755 850,000 16,378 425,000 16,378 425,000

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(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.

Shults’s values include her CFO promotional award and her 2022 annual award she received prior to her promotion to CFO.

Her annual award of time-based units was granted under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan.

(3) Per the terms of Mr.

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)

TUR Units (#) Number of

ROA Units (#)

Collins’s award agreements, upon his departure from WES, he received a prorated portion of these awards.

Performance Unit Awards - Results for the Performance Period Ended December 31, 2022 .

In February 2023, the Compensation Committee recommended for certification, and the Board certified, the performance results for the 2020 annual TUR Unit and ROA Unit awards.

These awards had a three-year performance period that began on January 1, 2020, and ended December 31, 2022.

Under the 2020 TUR Unit awards, WES ranked 3rd in TUR relative to the established peer group, which resulted in a payout of 150%.

Under the 2020 ROA Unit awards, WES achieved a three-year average ROA of 17.5%, which resulted in a payout of 163.3%.

Upon the Board’s performance certification, these awards were paid in the form of WES units.

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

ROA Units TUR Units

Paid at 163.3% of Target Paid at 150% of Target

Name Number of Units - Target Number of Units - Earned Number of Units - Target Number of Units - Earned

Ure 46,817 76,452 46,817 70,226

Collins 750,000 23,615 23,615

Dial 9,363 15,290 9,363 14,045

Bourne 10,924 17,839 10,924 16,386

Green 3,902 6,372 3,902 5,853

19,344 31,589 19,344 29,016

_________________________________________________________________________________________

Shults was not eligible for a grant of performance units in 2020.

(2) Per the terms of Mr.

Griffie’s award agreements, upon his departure from WES, he received a prorated portion of these awards.

Collins’s award agreements, upon his departure from WES, he received a prorated portion of these awards.

Performance-Based Annual Cash Incentives—WES Cash Bonus Program.

Our Board has approved the WES Cash Bonus Program (“WCB Program”) under our US Incentive Compensation Program.

Our Board has approved the WES Cash Bonus Program (“WCB Program”) under our Incentive Compensation Program.

Under the WCB Program, annual cash bonus awards are earned by eligible employees, including our NEOs, taking into account the achievement of specified business objectives and individual performance objectives.

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Ure 833,750 115% 968,750 125%

Collins 390,000 86% 475,000 100%

— — 320,000 80%

Dial 275,000 69% 340,000 80%

Bourne 330,000 81% 340,000 80%

Griffie 345,000 85% 345,000 85%

— — 320,000 80%

Dial was not an NEO for the year 2020.

475,000 100% 586,500 115%

_________________________________________________________________________________________

Shults and Ms.

Green were not NEOs for the year 2021.

Collins left WES effective November 11, 2022.

Changes to target bonuses for 2022 were determined based on a review of our peer benchmarking data and internal pay equity considerations.

Performance Metrics.

The Board did not approve a change in Ms.

Shults’s target bonus opportunity at the time of her promotion to CFO.

In February 2022, the Board approved performance measures and targets to be used as an aid in determining annual cash awards under the WCB Program for the one-year performance period that ended December 31, 2022.

Our annual incentive program was designed to include measures that support our primary business strategy of creating long-term value for our unitholders by safely delivering above-average customer service and system availability, and obtaining new business over time, while achieving costs efficiencies and optimizing our financial profile.

The overall design of the 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 overall design of the 2022 WCB Program is similar to the 2021 WCB Program, but with some changes to our environmental and safety metrics.

Emphasizing our commitment to sustainability, we incorporated goals regarding methane reduction and greenhouse gas tracking and reporting processes into the Program.

The addition of these two metrics to our existing Sustainability metrics of Total Recordable Incident Rate (“TRIR”) and Volunteer Participation supports our foundational pillar of sustainable operations through our commitment to the safety of our people, lowering our carbon intensity, and improving our communities.

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

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Targets WCB Program Performance

Controllable Cash Costs 25%

O&M Expense as a % of Adjusted gross

margin (16.75%) (2)

Controllable Cash G&A (8.25%) (3)

$123MM $120.5MM

System Availability (4)

15% > 99% 99.2%

Discretionary Growth Capital Spend (5)

Financial Adjusted EBITDA (1)

30% $1,975MM $2,127.9MM

Leverage Ratio (6)

15% 3.8x 3.4x

Free Cash Flow (2)

30% $1,250MM $1,357.8MM

Safety & ESG 15%

TRIR (9%) (8)

DART (3%) (9)

TVSR (1.5%) (10)

Social Engagement (1.5%) (11)

Operational System Availability (3)

20% 99% 98.7%

Sustainability TRIR (4)

Employee Volunteer Participation (5)

3% 50% Participation 63.4%

Methane Reduction 5% 5% Reduction 5.8%

Greenhouse Gas (6)

3% Qualitative Achieved

_________________________________________________________________________________________

(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.

(1) Adjusted EBITDA, for purposes of the WCB program, excludes the effects of revenue recognition cumulative adjustments (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K).

(2) Free cash flow, for purposes of the WCB program, excludes the effects of changes in working capital (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K).

(3) System Availability is a measure of the “real” average availability experienced by WES’s customers related to its gas systems, oil systems, and water-disposal wells.

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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:

(4) TRIR includes injuries or illnesses that result in any of the following:

days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, or death.

(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.

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

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

2022 WCB Program Performance Assessment.

In assessing the 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.

In assessing the Partnership’s performance under the WCB Program, the Board considered our performance against the pre-established targets for the year.

Based upon the results described above and in recognition of the overall excellent financial and operational performance, including exceptional achievement with respect to Adjusted EBITDA, Free cash flow, and WES’s methane emissions reduction goals, the Board approved a payout of 157% under the 2022 WCB Program.

Actual Bonuses Earned for 2022.

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Ure 968,750 x 157% = 1,520,938

Collins 475,000 x 168% = 798,000

320,000 x 157% = 502,400

Dial 340,000 x 157% = 533,800

Bourne 340,000 x 157% = 533,800

Griffie 345,000 x 168% = 579,600

Green 320,000 x 157% = 502,400

506,158 x 157% = 794,668

_________________________________________________________________________________________

Shults was promoted to Senior Vice President and CFO May 2, 2022.

The Board did not approve a change in Ms.

Shults’s target bonus opportunity at the time of her promotion to CFO.

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

Indirect Compensation Elements

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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.

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

Other Benefits.

We provide other benefits such as medical, dental, vision, flexible spending and health savings accounts, paid time off, life insurance, and disability coverage to our executive officers.

These benefits are also provided to all other eligible U.S.

based employees.

These benefits are also provided to all other eligible employees.

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.

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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”).

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

Executive Severance Plan.

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• 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.

A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below, including a discussion of the ESP benefits payable to Mr.

Collins upon his departure from the Partnership on November 11, 2022.

Additional Compensation Policies and Provisions

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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.

WES maintains the Western Gas Partners, LP 2017 Long-Term Incentive Plan and the Western Midstream Partners, LP 2021 Long-Term Incentive Plan, which govern the issuance of equity and equity-based awards.

The Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan, under which certain outstanding awards were issued, expired in November 2022.

Under the provisions of these plans, the Board has the authority to grant equity awards to our Section 16 officers.

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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.

In order to align the interests of executives and unitholders, the Board has approved executive equity ownership guidelines as noted below.

Executives are expected to comply with these guidelines within five years of the date the individual is first elected to the office.

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Other Senior Vice Presidents 3

Vice Presidents 1

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.

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

Prohibition Against Derivative Transactions and Hedging.

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

Blackout Periods.

Our Insider Trading Policy prescribes regularly scheduled blackout periods for each fiscal quarter.

The scheduled blackout periods begin on the last calendar day of the quarter and end two full trading days following the public release of the applicable quarter’s earnings.

The blackout periods apply to all WES officers, including our NEOs, all directors of our General Partner, employees working in our Denver, Colorado and The Woodlands, Texas offices, and any other person designated by our General Counsel from time to time.

These blackout restrictions also apply to the immediate family and others who live in their homes, as well as any trust, partnership, or other entity in which the covered individual controls.

Tax Law Considerations.

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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:

The Compensation Committee, the members of which are listed below, is responsible for reviewing and recommending to the Board for approval actions related to the executive compensation programs of the Partnership.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management.

Based on such review and discussions, the Compensation Committee recommended to the Board that it be included in this Form 10-K.

The Compensation Committee of Western Midstream Holdings, LLC:

Lisa Stewart, Chairperson

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.

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

Name and Principal Position Year Salary

1 unchanged sentence

Ure 2022 767,308 1,520,938 5,034,558 — 325,201 7,648,005

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

Collins 2021 471,923 237,025 2,575,436 560,975 204,045 4,049,404

President and 2021 713,462 416,041 6,259,276 984,659 344,607 8,718,045

Chief Executive Officer 2020 641,346 617,500 4,133,602 — 42,439 5,434,887

Shults 2022 362,731 502,400 1,807,184 — 68,558 2,740,873

Senior Vice President and

Chief Operating Officer 2019 138,462 — 500,049 168,000 25,826 832,337

Chief Financial Officer

Christopher B.

5 unchanged sentences

Chief Commercial Officer 2020 417,692 313,500 981,448 — 41,725 1,754,365

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

2022 384,616 902,400 727,206 — 144,897 2,159,119

(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.

Senior Vice President and

Chief Accounting Officer

2022 445,769 794,668 1,901,951 — 1,906,098 5,048,486

Former Senior Vice President and 2021 471,923 237,025 2,575,436 560,975 204,045 4,049,404

Chief Operating Officer 2020 461,923 370,500 1,757,410 — 41,500 2,631,333

_________________________________________________________________________________________

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

For 2020, this column reflects annual cash bonus awards under the WCB Program for the year ended December 31, 2020.

(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).

(2) This column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures).

The grant date fair value of the time-based units and ROA units equals the number of units granted multiplied by the WES closing unit price on the grant date.

The grant date fair value of the TUR units is calculated based on a Monte-Carlo valuation on the grant date.

The maximum values, assuming a 200% payout, of the 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 maximum values, assuming a 200% payout, of the 2022 ROA unit awards as of the grant date for Mr.

Green, and Mr.

Collins were approximately $2.3 million, $0.52 million, $0.45 million, $0.45 million, $0.32 million, and $0.85 million, respectively.

The maximum values, assuming a 200% payout, of the 2022 TUR unit awards as of the grant date for Mr.

Green, and Mr.

Collins were approximately $3.3 million, $0.74 million, $0.66 million, $0.66 million, $0.48 million, and $1.3 million, respectively.

The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value.

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 2022, see the Grants of Plan-Based Awards in 2022 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.

(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.

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

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

Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Financial/Tax/Estate Planning ($) Other ($) (i) (ii)

Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Other ($) (i)

Ure 325,201 — 325,201

Collins 126,363 4,000 73,682 204,045

68,558 — 68,558

Christopher B.

Dial 86,305 3,134 11,075 100,514

123,641 — 123,641

Bourne 165,975 — 165,975

Griffie 124,568 4,000 1,279,401 1,407,969

144,897 — 144,897

(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.

Ure’s amount includes less than $500 in company-related spousal travel expense.

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.

Dial was not an NEO for the years ended December 31, 2020 and 2019.

186,565 1,719,533 1,906,098

________________________________________________________________

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

Shults and Ms.

Green were not NEOs for the years ended December 31, 2021 and 2020.

Dial was not an NEO for the year ended December 31, 2020.

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

Collins left WES effective November 11, 2022.

Grants of Plan-Based Awards in 2022

The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards.

The equity incentive plan and unit awards were granted pursuant to the Western Gas Equity Partners, LP 2017 Long-Term Incentive Plan during 2021 to each of the NEOs as described below.

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

Non-Equity Incentive Plan Awards (WCB Program).

22 unchanged sentences

TUR Units 02/15/2022 — — — 10,838 43,353 86,706 — 1,659,553

Collins — — 475,000 — — — — — —

— — 320,000 — — — — — —

Time-Based Units 02/15/2022 — — — — — — 24,857 650,011

Time-Based Units 05/02/2022 — — — — — — 21,676 524,993

ROA Units 05/02/2022 — — — 2,710 10,838 21,676 — 262,496

9 unchanged sentences

TUR Units 02/15/2022 — — — 2,168 8,671 17,342 — 331,926

Griffie — — 345,000 — — — — — —

Green — — 320,000 — — — — — —

Time-Based Units 02/15/2022 — — — — — — 12,524 324,998

1 unchanged sentence

TUR Units 02/15/2022 — — — 1,566 6,262 12,524 — 239,709

Collins — — 586,500 — — — — — —

Time-Based Units 02/15/2022 — — — — — — 32,755 849,992

ROA Units 02/15/2022 — — — 4,095 16,378 32,756 — 425,009

TUR Units 02/15/2022 — — — 4,095 16,378 32,756 — 626,950

_________________________________________________________________________________________

3 unchanged sentences

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.

(3) Time-Based Units, ROA Units, and TUR Units were granted to Ms.

Shults on May 2, 2022, in connection with her promotion to Senior Vice President and CFO.

Outstanding Equity Awards at Year-End 2022

1 unchanged sentence

The market values shown are based on WES’s closing unit price of $26.85 on December 30, 2022.

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.

Equity Incentive Plan Awards

23 unchanged sentences

TUR Units — — 21,552 578,671

Time-Based Units — — — —

ROA Units — — 92,685 2,488,592

TUR Units — — 71,490 1,919,507

_________________________________________________________________________________________

6 unchanged sentences

The number of outstanding ROA Units for each award is calculated based on WES’s return-on-assets performance as of December 31, 2022, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period.

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.

As of December 31, 2022, WES’s performance under the ROA awards was 163.3%, 176.7%, and 199.2% for the performance periods ending December 31, 2022, 2023, and 2024, respectively.

Performance Period Mr.

1/1/2020 to 12/31/2022 (i)

76,452 — 15,290 17,839 6,372 31,589

1/1/2021 to 12/31/2023 194,725 — 47,292 38,945 11,127 51,750

1/1/2022 to 12/31/2024 86,359 21,589 17,273 17,273 12,474 9,346

_______________________________________________________________

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

These awards are discussed further in the Compensation Discussion and Analysis.

(3) The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2022 Table.

The number of outstanding TUR Units for each award is calculated based on WES’s relative total unit return performance ranking as of December 31, 2022, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period.

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.

As of December 31, 2022, WES’s performance under the TUR awards was 150%, 125%, and 125% for the performance periods ending December 31, 2022, 2023, and 2024, respectively.

Performance Period Mr.

1/1/2020 to 12/31/2022 (i)

70,226 — 14,045 16,386 5,853 29,016

1/1/2021 to 12/31/2023 137,751 — 33,455 27,550 7,871 36,609

1/1/2022 to 12/31/2024 54,191 13,548 10,839 10,839 7,828 5,865

________________________________________________________________

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

These awards are discussed further in the Compensation Discussion and Analysis.

Option Exercises and Units Vested in 2022

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

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.

Name Number of Units

2 unchanged sentences

Ure 104,415 2,846,505

Collins 27,647 474,561

Shults 7,734 210,906

Christopher B.

1 unchanged sentence

Bourne 22,290 607,635

Griffie 36,427 723,884

Green 9,776 266,514

Collins 78,173 2,171,499

_________________________________________________________________________________________

5 unchanged sentences

Instead, all salaried employees on the U.S.

dollar payroll, including the NEOs, are eligible to participate in a tax-qualified defined contribution plan.

dollar payroll, including the NEOs, are eligible to participate in the Partnership’s 401(k) plan, a tax-qualified defined contribution plan.

Nonqualified Deferred Compensation for 2022

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.

The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations.

Eligible compensation includes base salary earnings and annual WCB payments.

2 unchanged sentences

Name Executive Contributions in 2022

Company Contributions in 2021 (1)

Partnership Contributions in 2022 (1)

Aggregate Earnings / Losses in 2022

2 unchanged sentences

Ure $ — $ 284,701 $ (15,693) $ — $ 430,152

Collins — 87,863 — — 87,863

Shults — 25,863 — — 25,863

Christopher B.

1 unchanged sentence

Bourne — 125,475 (7,776) — 201,344

Griffie — 89,768 — — 89,768

Green — 104,397 (3,550) — 132,382

Collins — 150,450 (9,648) — 228,665

_________________________________________________________________________________________

1 unchanged sentence

These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2022.

(2) The balance for each NEO includes Partnership contributions previously reported in the Summary Compensation Table for fiscal years prior to 2022 in the following aggregate amounts:

Ure - $161,144;

Dial - $47,805;

Bourne - $83,645;

Collins - $87,863.

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.

Griffie’s departure from the Partnership on December 31, 2021, he received the following benefits under the ESP:

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

Collins’s departure from the Partnership on November 11, 2022, he received the following benefits under the ESP:

cash severance of $1,644,750 payable in lump sum;

5 unchanged sentences

The performance units will be paid after the end of the performance period based on actual performance.

Griffie will also be paid his previously earned and vested balance in the Savings Restoration Plan of $89,768.

Griffie entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure.

Collins will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $235,000 (1) .

Collins entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure.

The Release Agreement also includes a release of claims, confidentiality, cooperation, non-solicitation, non-competition, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months.

1 unchanged sentence

In addition to the reported amounts, following a separation from service, NEOs would also receive any previously earned but not paid benefits under our Savings Restoration Plan, as disclosed in the Nonqualified Deferred Compensation for 2022 Table.

_________________________________________________________________________________________

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

Involuntary For Cause.

4 unchanged sentences

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.

As of December 31, 2022, the NEOs below were eligible for severance benefits under the ESP.

Cash Severance (1)

4 unchanged sentences

14,041,570 857,239 3,100,073 2,963,890 1,157,612

Continuation of Welfare Benefits (4)

60,085 41,680 15,639 44,940 41,680

Total $ 19,110,093 $ 2,481,319 $ 4,797,012 $ 4,690,130 $ 2,781,692

_________________________________________________________________________________________

(1) Reflects amounts payable in lump 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.

(1) Reflects amounts payable in lump pursuant to the terms of the ESP.

Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus.

The values for Ms.

Dial and Bourne, and Ms.

Green reflect 1.5 times the sum of their current base salary plus target bonus.

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

(3) The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2022.

In the event of an involuntary termination not for cause, the performance units would be paid after the end of the performance period, based on actual performance.

Amounts include the value of the 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023.

(4) The amounts reflect the continuation of welfare benefits for two years at employee rates.

The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation.

Good Reason Termination Under the ESP.

9 unchanged sentences

Pro-Rata Vesting of WES Equity Awards (3)

14,041,570 857,239 3,100,073 2,963,890 1,157,612

Continuation of Welfare Benefits (4)

4 unchanged sentences

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.

The values for Ms.

Dial and Bourne, and Ms.

Green reflect 1.5 times the sum of their current base salary plus target bonus.

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

(3) The current outstanding award agreements do not include a vesting provision for a good reason termination outside of a change of control.

(3) Awards granted prior to 2022 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.

5 unchanged sentences

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;

(i) any person or group other than the Partnership or Occidental (or affiliate) acquires 50% or more of the voting power in the Partnership or General Partner;

(ii) the approval of the Partnership’s plan of liquidation;

(iii) the sale, transfer or other disposition of all or substantially all of the Partnership’s assets;

24 unchanged sentences

1,520,938 502,400 533,800 533,800 502,400

Accelerated Vesting of WES Equity Awards (3)

Pro-Rata Vesting of WES Equity Awards (3)

14,041,570 857,239 3,100,073 2,963,890 1,157,612

5 unchanged sentences

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.

The values for Ms.

Shults, Messrs.

Dial and Bourne, and Ms.

Green are calculated as 2.0 time their base salary plus target bonus.

(2) Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance.

2 unchanged sentences

In the event of a change of control, the performance would be calculated based on the change of control date.

Amounts include the value of 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023.

(4) The amounts reflect the continuation of welfare benefits for two years at employee rates.

1 unchanged sentence

Death or Termination due to Disability

Accelerated Vesting of WES Equity Awards (1)

Cash Severance (1)

$ 22,618,172 $ 2,484,431 $ 4,962,444 $ 4,654,501 $ 2,070,860

3 unchanged sentences

In the event of death or termination due to disability, the performance units would be paid after the end of the performance period, based on actual performance.

Amounts include the value of 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023.

CEO Pay Ratio

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.

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.

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

Ure, our President and Chief Executive Officer.

For the 2022 calendar year, the annual total compensation of Mr.

Ure, as reported in the Summary Compensation Table for this Item 11, was $7,648,005.

The median of the annual total compensation of all employees of the Partnership (other than our CEO) was $166,363.

Based on this information, for 2022, Mr.

Ure’s total annual compensation was 46 times that of the median of the annual total compensation of all employees.

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

In preparing this pay ratio disclosure, we took the following steps:

• We determined that, as of December 31, 2022, our employee population consisted of 1,217 individuals with all of these individuals located in the United States (as reported in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of this Form 10-K).

This population consisted of all employees, whether employed on a full-time or part-time basis.

• In originally identifying the “median employee” for purposes of our prior pay ratio disclosure for the fiscal year ended 2020, we compared the 2020 earnings eligible under the short-term incentive plan plus the short-term incentive earned in 2019 that was paid in 2020 as reflected in our payroll records for 2020.

We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.

We did not make any estimates, assumptions, or adjustments to the data in identifying the “median employee.”

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

• The pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodologies described above.

The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions.

The application of various methodologies may result in significant differences in the results reported by other SEC reporting companies.

As a result, the pay ratio reported by other SEC reporting companies may differ substantially from, and may not be comparable to, the pay ratio we disclose above.

Director Compensation

2 unchanged sentences

During 2022, the non-employee directors of our general partner received compensation for their Board service pursuant to a director compensation plan approved by the Board.

To assist in the 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.

To assist in the 2022 annual review of director compensation, the Board directly retained Meridian to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2022 calendar year.

The only change made to the program in 2022 was the increase of the annual phantom unit grant from $125,000 to $145,000.

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

33 unchanged sentences

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.

While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for WES’s executive officers at the recommendation of the Compensation Committee.

Bennett and Forthuber, and Ms.

13 unchanged sentences

Ure 292,051 *

Shults 23,229 *

Bourne 71,637 *

Collins 73,853 *

Christopher B.

22 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Based upon its Schedule 13G/A filed February 13, 2023, with the SEC with respect to Partnership securities held as of December 31, 2022, ALPS Advisors, Inc.

(“ALPS”) has shared voting and dispositive power as to 25,442,166 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 25,280,927 of the common units held by ALPS.

28 unchanged sentences

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.

Other than our CEO, who serves as a director, three of our directors are currently affiliated with Occidental and our remaining four directors are independent as defined by the NYSE.

Agreements with Occidental

16 unchanged sentences

Cost of product (2)

(25,447) 42,805 92,884

Operation and maintenance 5,081 27,805 49,533

4 unchanged sentences

Interest income – Anadarko note receivable — — 11,736

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).

(2) Includes related-party natural - gas and NGLs imbalances.

(3) Includes 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).

Balances for the years ended December 31, 2021 and 2020, also include amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13).

Consolidated balance sheets

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Capital expenditures (470) (2,000) —

Acquisitions from related parties — — (2,007,501)

Contributions to equity investments - related parties (9,632) (4,435) (19,388)

Distributions from equity investments in excess of cumulative earnings – related parties 63,897 41,385 32,160

APCWH Note Payable borrowings — — 11,000

Repayment of APCWH Note Payable — — (439,595)

Distributions to Partnership unitholders (1)

3 unchanged sentences

Net contributions from (distributions to) related parties 1,423 8,533 24,466

Above-market component of swap agreements with Anadarko — — 7,407

Proceeds from the sale of assets to related parties 200 — —

Finance lease payments (3)

1 unchanged sentence

(252,500) (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).

_________________________________________________________________________________________

(1) Represents common and general partner unit 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).

(3) Included in Other cash flows from financing activities in the consolidated statements of cash flows under Part II, Item 8 of this Form 10-K.

(4) Represents common units repurchased from Occidental (see Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K).

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:

5 unchanged sentences

_________________________________________________________________________________________

(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.

(1) Includes (i) an intercompany service fee between WES and WES Operating and (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).

Balances for the years ended December 31, 2021 and 2020, also include amounts charged by Occidental pursuant to the shared services agreement (see Services Agreement within this Item 13).

Consolidated balance sheets

1 unchanged sentence

Accounts receivable, net $ 313,937 $ 180,205

Other current assets 1,487 12,490

Other assets 28,459 45,494

Accounts and imbalance payables (1)

76,131 97,749

(1) As of December 31, 2021, includes balances related to transactions between WES and WES Operating.

Accrued liabilities 11,439 13,597

_________________________________________________________________________________________

(1) Includes balances related to transactions between WES and WES Operating.

Consolidated statements of cash flows

5 unchanged sentences

(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.

Includes distributions made from WES Operating to WES 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.

5 unchanged sentences

For the year ended December 31, 2022, production owned or controlled by Occidental represented 35% 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 80% 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.

We are currently discussing varying interpretations of certain contractual provisions with Occidental regarding the calculation of the cost - of - service rates under an oil - gathering contract related to our DJ Basin oil - gathering system.

If such discussions are 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.

(“Mesquite”), that allows Mesquite to process gas under such agreement.

3 unchanged sentences

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.

This contingent payment obligation ended as of September 30, 2022.

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.

During the year ended December 31, 2020, Occidental provided marketing-related services to certain of our subsidiaries (the “Marketing Transition Services Agreement”).

While we still have some marketing agreements with affiliates of Occidental, on January 1, 2021, we began marketing and selling substantially all our crude oil and residue gas, and a majority of our NGLs, directly to third parties.

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.

The ROU asset is being amortized to Operation and maintenance expense over the remaining term of the agreements.

Related-party expenses.

5 unchanged sentences

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 the Partnership by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement.

Incentive Plans.

1 unchanged sentence

General and administrative expense includes costs related to the Incentive Plans of $2.3 million, $10.1 million, and $14.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.

As of December 31, 2022, there is no unrecognized compensation expense attributable to Incentive Plans.

See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Construction reimbursement agreements and purchases from related parties .

Construction reimbursement agreements and purchases and sales with 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.

Additionally, from time to time, in support of our business, we purchase and sell equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates.

Related-party commercial agreement.

48 unchanged sentences

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.

Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairperson, to whom such authority has been conditionally delegated, prior to engagement.

During 2022, 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.

57 unchanged sentences

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.

Number Description

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.

9 Western Midstream Partners, LP Executive Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2 , 202 2 , File No.

Number Description

10 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.

11 Western Midstream Partners, LP Executive Change in Control Severance Plan (Amended and Restated as of November 1, 2022) (incorporated by reference to Exhibit 10.

1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on November 2, 2022, File No.

12 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.

5 unchanged sentences

17 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.

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.

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.

18 Form of Award Agreement for o utside 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.

19 Western Midstream Partners, LP Incentive Compensation Program.

20 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.

4 unchanged sentences

25 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.

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.

Number Description

26 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.

27 Third Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of June 14, 2022, among Western Midstream Operating, LP (f/k/a 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 Midstream Partners, LP’s Current Report on Form 8-K filed on June 21, 2022, File No.

28 364-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.

15 unchanged sentences

1 Consent of KPMG LLP - Western Midstream Partners, LP.

2 Consent of KPMG LLP - Western Midstream Operating, LP.

1 Power of Attorney (included on the signatures page of this annual report on Form 10-K).

Number Description

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.

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.

1 Power of Attorney (included on the signatures page of this annual report on Form 10-K).

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

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

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

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

1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

21 unchanged sentences

/s/ Michael P.

President, Chief Executive Officer and Chief Financial Officer

President and Chief Executive Officer

Western Midstream Holdings, LLC

(as general partner of Western Midstream Partners, LP)

February 22, 2023

/s/ Kristen S.

Senior Vice President and Chief Financial Officer

Western Midstream Holdings, LLC

(as general partner of Western Midstream Partners, LP)

WESTERN MIDSTREAM OPERATING, LP

1 unchanged sentence

/s/ Michael P.

President, Chief Executive Officer and Chief Financial Officer

President and Chief Executive Officer

Western Midstream Operating GP, LLC

(as general partner of Western Midstream Operating, LP)

February 22, 2023

/s/ Kristen S.

Senior Vice President 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.

Ure and Kristen S.

Shults, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, and each of them, 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 attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

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 22, 2023.

Signature Title (Position with Western Midstream Holdings, LLC)

Bennett Chairman

Bennett Chairperson

/s/ Michael P.

Ure President, Chief Executive Officer, Chief Financial Officer and Director

Ure President, Chief Executive Officer and Director

Ure (Principal Executive and Financial Officer)

/s/ Kristen S.

Shults Senior Vice President and Chief Financial Officer

Shults (Principal Financial Officer)

/s/ Catherine A.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures