Western Midstream Partners, LP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures . The Chief Executive Officer and Chief Financial Officer of WES’s general partner and WES Operating GP (for purposes of this Item 4, “Management”) performed an evaluation of WES’s and WES Operating’s disclosure controls and procedures as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act. WES’s and WES Operating’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, Management concluded that WES’s and WES Operating’s disclosure controls and procedures were effective as of December 31, 2022. Management’s Annual Report on Internal Control Over Financial Reporting . See Management’s Assessment of Internal Control Over Financial Reporting under Part II, Item 8 of this Form 10-K. Attestation Report of the Registered Public Accounting Firm . See Report of Independent Registered Public Accounting Firm under Part II, Item 8 of this Form 10-K . Changes in Internal Control Over Financial Reporting . There were no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 148 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance Management of Western Midstream Partners, LP As an MLP, we have no directors or officers. Instead, our general partner manages our operations and activities. The directors of our general partner oversee our operations. Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operations. However, our general partner owes duties to our unitholders as defined and described in our partnership agreement. Our general partner will be liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Our general partner, therefore, may cause us to incur indebtedness or other obligations that are nonrecourse to it. The officers of our general partner are also officers of WES Operating GP. Our general partner’s Board has eight members, 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. Oscar K. Brown, Kenneth F. Owen, and David J. Schulte, and Ms. Lisa A. Stewart are independent as described in the rules of the NYSE and the Exchange Act. 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 Occidental owns our general partner and, within the limitations of our partnership agreement and applicable SEC and NYSE rules and regulations, also exercises broad discretion in establishing the governance provisions of our general partner’s limited liability company agreement. Accordingly, our Board structure is established by Occidental. Although our Board structure has historically separated the roles of 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. 149 Table of Contents Directors and Executive Officers The biography of each director below contains information regarding that person’s service as a director, business experience, director positions held currently or at any time during the last five years, and involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused our general partner and its Board to determine that the person should serve as a director of our general partner. In light of our strategic relationship with our sponsor, Occidental, our general partner considers service as an Occidental executive to be a meaningful qualification for service as a non-independent director of our general partner. The following table sets forth certain information with respect to the directors and executive officers of our general partner as of February 16, 2023. Name Age Position with Western Midstream Holdings, LLC Peter J. Bennett 55 Chairperson of the Board Michael P. Ure 46 President, Chief Executive Officer, and Director Kristen S. Shults 38 Senior Vice President and Chief Financial Officer Robert W. Bourne 67 Senior Vice President and Chief Commercial Officer Christopher B. Dial 46 Senior Vice President, General Counsel and Secretary Michael S. Forsyth 57 Senior Vice President, North Operations Catherine A. Green 49 Senior Vice President and Chief Accounting Officer Daniel P. Holderman 43 Senior Vice President, South Operations Oscar K. Brown 52 Director Nicole E. Clark 53 Director Frederick A. Forthuber 59 Director Kenneth F. Owen 49 Director David J. Schulte 61 Director Lisa A. Stewart 65 Director Our directors hold office until their successors are duly elected and qualified or until the earlier of their death, resignation, removal, or disqualification. Officers serve at the discretion of the Board. There are no family relationships among any of our directors or executive officers. Peter J. Bennett Houston, Texas Director since: August 2019 Not Independent Biography/Qualifications Mr. Bennett has served as a member of our Board since August 2019, as Chairperson of the Board since December 2021, and as a member of the Board’s Compensation Committee since February 2022. Mr. Bennett currently serves as President, U.S. Onshore Resources and Carbon Management, Commercial Development at Occidental. In this role, Mr. Bennett is responsible for the strategic direction and capital placement for Occidental’s U.S. Onshore Resources and Carbon Management business. He also served as Senior Vice President, Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020. Mr. Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016. 150 Table of Contents Michael P. Ure Houston, Texas Director since: August 2019 Not Independent Officer since: August 2019 Biography/Qualifications Mr. Ure has served as President and Chief Executive Officer of our general partner and as a member of our Board since August 2019. Mr. Ure also served as interim Chief Financial Officer of our general partner from September 2020 to May 2022. Prior to joining WES, Mr. Ure served as Senior Vice President, Business Development of Occidental Oil and Gas beginning in July 2017 and as Vice President, Mergers and Acquisitions of Occidental from October 2014 to July 2017. Mr. Ure held a leadership role in evaluating acquisition and divestiture opportunities including, during his tenure, accountability for Occidental’s business development activities in North and Latin America. Prior to joining Occidental, Mr. Ure served in a leadership role with Shell Exploration and Production’s Upstream Americas Business Development organization and as an investment banker in New York, London, and Houston; most recently with Goldman, Sachs & Co. During his career, Mr. Ure has worked on total closed transactions representing more than $150 billion in value. Kristen S. Shults Houston, Texas Officer since: May 2022 Biography/Qualifications Ms. 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. Ms. 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. Ms. Shults began her career in the tax practice of Ernst & Young, LLP, and is a Certified Public Accountant. Robert W. Bourne Houston, Texas Officer since: October 2019 Biography/Qualifications Mr. Bourne has served as Senior Vice President and Chief Commercial Officer of our general partner since October 2019. Prior to joining WES, Mr. Bourne served as a member of the board of directors of Altus Midstream Company from November 2018 to August 2019. Mr. Bourne also served as a member of the board of directors and Vice President of Business Development — Marketing of Apache Corporation from April 2017 to August 2019. Prior to joining Apache Corporation, Mr. Bourne served as a consultant advising Smith Production Inc. Mr. Bourne served as Senior Vice President of Business Development at American Midstream GP LLC, the general partner of American Midstream Partners, LP from November 2014 until December 31, 2015. Mr. Bourne has more than 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. Christopher B. Dial Houston, Texas Officer since: December 2019 Biography/Qualifications Mr. Dial has served as Senior Vice President, General Counsel and Secretary of our general partner since December 2019. Prior to joining WES, Mr. Dial served as Senior Vice President, General Counsel, and Chief Compliance Officer of the general partner of American Midstream Partners, LP from January 2018 to September 2019. Prior to joining American Midstream Partners, LP, Mr. Dial served as General Counsel of Susser Holdings II, L.P. after spending over eight years in a number of roles, most recently as Associate General Counsel and Corporate Secretary, with both Susser Holdings Corporation and Sunoco LP. Mr. Dial began his career as an attorney for Andrews Kurth, LLP, representing clients on a variety of corporate, capital markets, and other transactional matters. Michael S. Forsyth Denver, Colorado Officer since: October 2022 Biography/Qualifications Mr. 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. Mr. 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. 151 Table of Contents Catherine A. Green Houston, Texas Officer since: October 2019 Biography/Qualifications Ms. Green has served as Senior Vice President and Chief Accounting Officer of our general partner since May 2021, and as Vice President and Chief Accounting Officer of our general partner from October 2019 to May 2021. Ms. Green joined Anadarko in 2001 and 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 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. Daniel P. Holderman Houston, Texas Officer since: August 2022 Biography/Qualifications Mr. 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. Mr. 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. Oscar K. Brown Houston, Texas Director since: August 2019 Independent Biography/Qualifications Mr. 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. Mr. 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. Mr. 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. Brown worked at Bank of America Merrill Lynch, where he most recently served as managing director and co-head of Americas Energy Investment Banking. Mr. Brown served as Occidental’s designated representative on the board of directors of Plains All American Pipeline’s governing entity, PAA GP Holdings LLC (NYSE: PAA and PAGP) from August 2017 to September 2019. Mr. Brown also serves on the board of Houston’s Alley Theatre. Nicole E. Clark Houston, Texas Director since: December 2020 Not Independent Biography/Qualifications Ms. Clark has served as a member of our Board since December 2020, as a member of the ESG Committee since February 2021, and as a member of the Compensation Committee since February 2022. Ms. Clark presently holds the position of Vice President, Deputy General Counsel and Corporate Secretary at Occidental, having joined Occidental in 2014. Prior to joining Occidental, Ms. Clark was Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at a private-equity backed industrial distributor to the energy and petrochemicals markets. Before that, Ms. Clark was a Corporate Partner at Vinson & Elkins LLP, where she specialized in mergers and acquisitions, securities regulation and corporate governance. She began her legal career with Wachtell, Lipton, Rosen & Katz where she was a Corporate Associate. Prior to entering the law, Ms. Clark was an auditor at Arthur Andersen LLP. Frederick A. Forthuber Houston, Texas Director since: December 2021 Not Independent Biography/Qualifications Mr. Forthuber has served as a member of our Board and the ESG Committee since December 2021. He currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental. In this role, Mr. Forthuber has global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas. In addition, Mr. Forthuber has global functional responsibility for Health and Safety. Mr. Forthuber has more than 37 years of industry experience in oil and gas operations. He has held positions of increasing responsibility in engineering and project management since joining Occidental with the acquisition of Altura Energy in 2000. Most recently, he served as Vice President, Worldwide Operations for Occidental Oil and Gas Corporation. Prior to joining Occidental, Mr. Forthuber served in engineering roles for Altura Energy and Exxon. 152 Table of Contents Kenneth F. Owen Houston, Texas Director since: September 2020 Independent Biography/Qualifications Mr. Owen has served as a member of our Board, Chairperson of the Audit Committee, and a member of the Special Committee since September 2020. Mr. Owen also serves as Chairman, Chief Executive Officer and President of South Coast Terminals, one of the largest independent manufacturers of specialty chemicals and lubricant additives in the United States. Mr. Owen previously served as Co-founder, President and Chief Executive Officer of Moda Midstream from 2015 to 2018. Prior to Moda, Mr. Owen was at Oiltanking Partners, where he served as President and Chief Executive Officer of the general partner of Oiltanking Partners, L.P. (NYSE: OILT) and Oiltanking North America (OTNA). Mr. Owen originally joined OTNA in 2011 as Vice President and Chief Financial Officer and led the IPO of Oiltanking Partners. Before he joined Oiltanking, Mr. Owen worked in the energy investment banking groups at Citigroup Global Markets Inc. and UBS Investment Bank, where he advised on mergers and acquisitions, joint ventures, IPOs, and equity and debt transactions primarily for the midstream energy sector. David J. Schulte Kansas City, Missouri Director since: September 2020 Independent Biography/Qualifications Mr. Schulte has served as a member of our Board, Chairperson of the Special Committee, and a member of the Audit Committee since September 2020. Mr. Schulte serves as Chairman, Chief Executive Officer and President of CorEnergy Infrastructure, Inc., the first publicly traded energy infrastructure real estate investment trust. Prior to founding CorEnergy, Mr. Schulte was a co-founder and a Managing Director of Tortoise Capital Advisors where, from 2002 to 2015, he served on the investment committee and as a leader of new fund development, and as President of several NYSE listed closed-end funds. With assets under management of $16 billion when he left to lead CorEnergy, Tortoise had been a pioneer in developing funds focused on listed energy infrastructure debt and equity securities, including the first closed-end master limited partnership fund in 2004. Prior to co-founding Tortoise, Mr. Schulte had professional experience in private equity, including energy distribution companies, investment banking, and securities law. Mr. Schulte also served on the board of directors and audit committee for Elecsys Corporation from 1995 to 1999, and on the board of directors and audit committee for Inergy, L.P. from 2001 to 2005. Lisa A. Stewart Houston, Texas Director since: September 2020 Independent Biography/Qualifications Ms. Stewart has served as a member of our Board, and as a member of the Audit Committee and Special Committee, since September 2020, and as Chairperson of the Compensation Committee since February 2022. Ms. 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. Stewart served as an executive officer filed a Chapter 11 bankruptcy case in the Southern District of Texas. Ms. Stewart has more than 41 years of experience in the oil and gas industry in engineering and management positions. Prior to founding Sheridan, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P and other non-regulated businesses. Prior to her time at El Paso, Ms. Stewart spent 20 years at Apache, leaving in January 2004 as Executive Vice President with responsibility for reservoir engineering, business development, land, environmental, health and safety, and corporate purchasing. Ms. Stewart is currently 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. 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. Read Part III, Item 13 of this Form 10-K for additional information regarding these agreements. 153 Table of Contents Board Committees The Board has four standing committees: the Audit Committee, the Special Committee, the ESG Committee, and the Compensation Committee. Audit Committee. The Audit Committee is comprised of three independent directors, Messrs. Owen (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. The Board has determined that each member of the Audit Committee is independent under the NYSE listing standards and the Exchange Act. In making the independence determination, the Board considered the requirements of the NYSE and our Code of Ethics and Business Conduct. The Audit Committee held 5 meetings during 2022. Mr. Owen has been designated by the Board as the “Audit Committee financial expert” meeting the requirements promulgated by the SEC based upon his education and employment experience as more fully detailed in Mr. Owen’s biography set forth above. The Audit Committee assists the Board in its oversight of the integrity of the consolidated financial statements, internal control over financial reporting, and compliance with legal and regulatory requirements, and the policies and controls of WES and WES Operating. The Audit Committee has the sole authority to, among other things, (i) retain and terminate our independent registered public accounting firm, (ii) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (iii) establish policies and procedures for the pre-approval of all audit, audit-related, non-audit, and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has been given unrestricted access to the Audit Committee and to our management, as necessary. Special Committee. The Special Committee is comprised of three independent directors, Messrs. Schulte (Chairperson) and Owen, and Ms. Stewart. The Special Committee reviews specific matters that the Board believes may involve conflicts of interest (including certain transactions with Occidental). The Special Committee will determine, as set forth in our partnership agreement, if the resolution of a conflict of interest submitted to it is fair and reasonable to us. The members of the Special Committee are not officers or employees of our general partner or directors, officers, or employees of its related parties, including Occidental. Our partnership agreement provides that any matters approved in good faith by the Special Committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by our general partner of any duties it may owe us or our unitholders. ESG Committee. The ESG Committee is comprised of one independent director, Mr. Brown (Chairperson), and two non-independent directors, Mr. Forthuber and Ms. Clark. The ESG Committee assists the Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to the Partnership’s activities and performance, and devoting appropriate attention and effective response to stakeholder concerns regarding such matters. 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 two independent directors, Ms. Stewart (Chairperson) and Mr. Brown, and two non-independent directors, Ms. Clark and Mr. Bennett. The Compensation Committee held 3 meetings during 2022. 154 Table of Contents Meeting of Non-Management Directors and Communications with 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. The Board welcomes questions or comments about WES and its operations. Unitholders or interested parties may contact the Board, including any individual director, at BoardofDirectors@westernmidstream.com or at the following address: Name of the Director(s), c/o Secretary, Western Midstream Holdings, LLC, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380. 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 Our general partner has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”), which applies to our general partner’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, Controller, and all other senior financial and accounting officers of our general partner. Our Code of Ethics is also applicable to all WES employees. If the general partner amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, we will disclose the information on our website. Our general partner has also adopted Corporate Governance Guidelines that outline the important policies and practices regarding our governance. We make available free of charge, within the “Governance” section of our website at www.westernmidstream.com , and in print to any unitholder who so requests, our Code of Ethics, Corporate Governance Guidelines, Audit Committee charter, Special Committee charter, ESG Committee charter, and Compensation Committee charter. Requests for print copies may be directed to investors@westernmidstream.com or to: Investor Relations, Western Midstream Partners, LP, 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380, or telephone (832) 636-1009. The information contained on, or connected to, our website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC. 155 Table of Contents Item 11. Executive Compensation COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) provides a description of the material elements, objectives, and principles of WES’s 2022 executive compensation program for its named executive officers (“NEOs”), recent compensation decisions, and the factors the Compensation Committee and the Board considered in making those decisions. 2022 Named Executive Officers Michael P. Ure President and Chief Executive Officer Kristen S. Shults Senior Vice President and Chief Financial Officer Robert W. Bourne Senior Vice President and Chief Commercial Officer Christopher B. Dial Senior Vice President, General Counsel and Secretary Catherine A. Green Senior Vice President and Chief Accounting Officer Ms. Shults was promoted to Senior Vice President and Chief Financial Officer (“CFO”) on May 2, 2022. In addition, Mr. Craig W. Collins, Former Senior Vice President and Co-Chief Operating Officer, was a named executive officer for 2022. Executive Summary Now that WES has substantially completed our strategic shift toward becoming a functionally independent company, we have turned our focus to creating value for WES unitholders through cost efficiencies, increasing the quality, safety, and reliability of WES’s service offerings, and a balanced approach to distributions, debt reduction, and common unit repurchases. Our compensation program is designed to align the interests of our executive officers with those of our unitholders by providing pay that is linked to the achievement of performance goals established to foster the creation of sustainable, long-term value for WES. In 2022, our Board took the following key actions related to executive compensation: • Established a Compensation Committee to assist the Board in making compensation decisions related to our executive officers and non-employee directors; • Conducted an annual review of compensation for our executive officers and made changes to their base salaries, target bonus opportunities, and long-term incentive awards; • Upon hiring of Daniel Holderman as Senior Vice President and Co-Chief Operating Officer, reviewed and approved his compensation package; • Upon Ms. Shults’s appointment to CFO in May 2022, reviewed and approved changes to her compensation in order to reflect her new role and responsibilities; • Following the appointment of Michael Forsyth as Senior Vice President, North Operations, reviewed and approved changes to his compensation in order to reflect his new role and responsibilities; and 156 Table of Contents • Reviewed our annual cash incentive program and updated the performance metrics to incorporate additional ESG metrics related to methane reduction and the development of greenhouse gas tracking and reporting processes. These actions were taken in furtherance of our transition to a standalone midstream company and made to further align our executive compensation program with WES’s overall strategy, provide for the attraction and retention of executive talent, and align our executive officers’ interest with those of our long-term unitholders. 2022 Business and Performance Highlights 2022 continued to be a transformative year for WES as it implemented programs and policies to support the transition undertaken in 2020 to become a stand-alone midstream company. While executing this transition, and despite the continued challenges occasioned by a world-wide pandemic, during the 2022 fiscal year WES: • Grew average throughput for natural-gas, crude-oil and NGLs, and produced-water by 1-percent, 3-percent and 19-percent year-over-year, respectively. • Completed 39-percent of the $1.25 billion unit repurchase program by repurchasing 19,532,305 units for aggregate consideration of $487.6 million through year end 2022. • Achieved year-end 2022 net leverage ratio of approximately 3.1 times, which surpasses the 2022 Enhanced Distribution leverage target of 3.4 times. • Achieved full-year cash distribution guidance of $2.00 per unit or greater. • Established a board-level Compensation Committee. How We Make Compensation Decisions Our Board has responsibility for approving the officer and director compensation plans, policies, and programs of the Partnership. Although not required by the NYSE listing standards, in February 2022, we established a compensation committee to assist the Board in evaluating, designing, and recommending to the Board for approval, compensation of our executive officers and non-employee directors. The Compensation Committee and the Board use several resources in reviewing elements of executive compensation and making compensation decisions. These decisions are not purely formulaic, and the Compensation Committee and the Board exercise judgement and discretion as deemed appropriate. 157 Table of Contents 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; and • Providing total compensation opportunities competitive with those offered to other executives across our industry. Administration of Executive Compensation Program and Methodology Role of the Compensation Committee. Our Compensation Committee, two members of which are independent directors, is appointed by the Board to set our compensation philosophy and objectives as well as design our executive compensation program. The Compensation Committee is responsible for, among other things, the following: • Reviewing the design and structure of WES’s executive compensation programs to promote alignment with WES's short-term and long-term strategies and business objectives; • Establishing parameters for the benchmarking of compensation, including reviewing and approving an appropriate peer group of companies; • Annually reviewing the corporate goals and objectives relevant to the compensation of the executive officers and their annual base salary, annual bonus or incentive opportunity, equity-based opportunities (including time-vested and performance-based phantom units), any supplemental benefits, and any employment, severance, or change-in-control agreements, and make recommendations to the Board with respect to such items; and • Reviewing and discussing with management the Compensation Discussion and Analysis included in WES’s Annual Report on Form 10-K, and preparing a Compensation Committee Report for inclusion in such 10-K. 158 Table of Contents Our Compensation Best Practices. The Board and the Compensation Committee oversee the design and administration of the compensation program for our executive officers. The table below highlights the best practices utilized in the compensation process. What We Do ü • Align executive officer pay with performance by structuring more than 77% of pay as at-risk • Emphasize long-term performance in our equity incentive awards • Provide an appropriate mix of fixed and variable pay to encourage retention and increase long-term and sustainable unitholder value • Use appropriate peer group comparisons to determine compensation • Maintain a compensation committee, advised by an independent compensation consultant, that makes recommendations to the Board for approval • Require executive officers to maintain a meaningful equity ownership position via unit ownership • Pay distributions on performance unit awards only at the end of the performance period, based on units earned • Employ clawback provisions in our long-term equity awards What We Don’t Do X • Provide excessive perquisites or personal benefits to our executive officers • Allow short-selling or hedging of company securities • Excise tax gross-ups • Guaranteed bonuses • Automatic base salary increases Role of the Compensation Consultant. Through July 2022, the Board retained Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant to assist the Board and the newly-formed Compensation Committee with the design of our executive compensation program for 2022. In August 2022, the Compensation Committee retained Zayla Partners (thereby replacing Meridian) as its independent compensation consultant to provide advice on various executive compensation matters. Meridian provided guidance on our benchmarking peer group, pay levels, pay mix, and overall executive compensation program design for the 2022 calendar year. Since its engagement by the Compensation Committee, Zayla Partners provided guidance with respect to our overall compensation program design for the 2023 calendar year. Throughout their respective engagements, each of the independent executive consultants reported directly to the Compensation Committee and the Board and provided no other material services to us. Benchmarking Peers. With assistance from Meridian, the Board evaluated several factors when determining an appropriate peer group of companies to use for 2022 benchmarking compensation opportunities. These factors included: similar midstream businesses of comparable size and scope, comparable executive roles and responsibilities, similar structure (largely independent strategy and governance (whether MLP or C-Corp)), and companies that are in competition for the same senior executive talent. After conducting an annual review, there were no changes made to the peer group for 2022 compared to the peer group used to evaluate 2021 compensation decisions. The Partnership’s peer group used for conducting the 2022 executive benchmarking assessment is listed below: • Crestwood Equity Partners LP • Magellan Midstream Partners LP • DCP Midstream LP • ONEOK, Inc. • Enable Midstream Partners LP • Plains All American Pipeline LP • EnLink Midstream, LLC • Targa Resources Corp. • Equitrans Midstream Corporation • Williams Companies, Inc. 159 Table of Contents Benchmarking Data. To assist in reviewing the design and structure of our executive compensation program, Meridian provided the Board with an independent assessment of the compensation programs and practices in our peer group. This assessment included compensation data and program design information that was obtained from the most recent public filings for each company. When reviewing benchmarking data, the Board reviewed 25th, 50th, and 75th percentile data in connection with the general structuring of the officers’ compensation packages; however, the Board did not target a specific percentile of the benchmark data for the 2022 compensation decisions, and in making specific officer compensation decisions, the Board has taken into account other considerations as noted below. Role of Executive Officers in Setting Executive Compensation. The Board, after reviewing the information provided by Meridian for 2022 and considering other factors described below, determines, with input from Meridian, each element of compensation for our CEO. When making determinations about each element of compensation for our other executive officers, the Board also considers recommendations from our CEO. Additionally, at the Board’s request, our executive officers may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs. The Board is under no obligation to implement these recommendations. Executive officers and others may also attend Board meetings when invited to do so, but the executive officers do not attend when their individual compensation is being discussed. Other Considerations. In addition to the above resources, the Board considers other factors when making compensation decisions, such as individual experience, individual performance, internal pay equity, development and succession status, and other individual or organizational circumstances, including the current market and business environment. With respect to equity-based awards, the Board also considers the expense of such awards and the relative value of each element comprising the executive officers’ target total compensation opportunity. 160 Table of Contents 2022 Annual Compensation Program We believe that compensation for our NEOs should be competitive within our stated peer group and any rewards should be directly linked to the interests of our unitholders. Our executive compensation program includes a mix of direct and indirect compensation elements. Performance metrics for short-term and long-term incentive programs include a balance of both financial and operational targets that align with our business strategy. We believe that a majority of an executive officer’s total compensation opportunity should be performance-based; however, we do not have a specified formula that dictates the overall weighting of each element. Our Board has established an annual target total compensation program designed to support WES’s long-term strategic objectives and be competitive with industry practices. As illustrated in the charts below, our CEO’s target direct compensation is heavily weighted towards at-risk compensation, with 88% of our CEO’s compensation based on performance and time-based awards. In addition, 77% of our other NEOs’ target direct compensation, on average, is at-risk. Further, 72% of our CEO’s targeted annual direct compensation and 58%, on average, for our other NEOs’ targeted annual direct compensation is tied directly to WES’s unit performance through their annual long-term incentive awards. Targeted Annual Direct Compensation The charts above are based on the following compensation elements, as discussed under Analysis of 2022 Compensation Actions: base salaries approved in 2022; 2022 target bonus opportunities; and the target value of the 2022 annual long-term incentive awards. 161 Table of Contents Direct Compensation Elements. WES’s direct compensation program is based on three key elements of compensation: base salary, long-term incentives comprised of equity-based awards, including time-based and performance-based awards, and short-term incentive comprised of an annual cash bonus award. Each element is intended to offer a competitive compensation level relative to our peers that aids in the retention of our executives. Element Award Performance Metrics Purpose Base Salary Cash N/A Provides a fixed level of competitive compensation based on performance, expertise, and experience to attract and retain executive talent Equity-Based Awards Time-Based Units (50% of award) Absolute Unit Price Time-based Units align with absolute unit price and provide retentive value, especially in a volatile industry ROA Units (25% of award) 3-Year Return on Assets (“ROA”) Absolute Unit Price ROA Units reward sustained financial performance by providing an incentive for NEOs to focus on efficiently managing WES’s assets to generate earnings and provide a retentive value TUR Units (25% of award) 3-Year Relative Total Unitholder Return (“TUR”) Absolute Unit Price TUR Units reward unit price performance relative to our performance peer group, provide an effective comparison of our unit price performance against an industry peer group, align the interests of our NEOs with that of our unitholders, and provide a retentive value Annual Cash Incentives Cash Adjusted EBITDA Free Cash Flow System Availability TRIR Volunteer Participation Methane Reduction Greenhouse Gas Based on the achievement of WES’s performance goals, which are aligned with key financial, operational, and sustainability metrics, the annual cash incentive provides incentives for the NEOs to focus and excel in areas aligned with WES’s short-term business objectives 162 Table of Contents Analysis of 2022 Compensation Actions The following is a discussion of the specific actions taken by the Board in 2022 related to each of our direct compensation elements. Each element is reviewed annually, unless circumstances, such as a promotion, other change in responsibilities, significant corporate event or a material change in market conditions, require a more frequent review. Base Salary. In setting base salary levels for each of the NEOs, the Board considered a number of factors, including each executive’s experience, individual performance, internal pay equity, development, and other individual or organizational circumstances, including the current market and business environment. Name Salary Approved in 2021 ($) Salary Approved in 2022 ($) % Change Mr. Ure 725,000 775,000 6.9 % Ms. Shults (1) — 400,000 — Mr. Dial 400,000 425,000 6.3 % Mr. Bourne 405,000 425,000 4.9 % Ms. Green (1) — 400,000 — Mr. Collins (2) 475,000 510,000 7.4 % ________________________________________________________________________________________ (1) Ms. Shults and Ms. Green were not NEOs for the year 2021. (2) Mr. Collins left WES effective November 11, 2022. The Board approved an increase to Mr. Ure’s salary to better align his salary with the median of the peer benchmark data for the chief executive officer position. Ms. Shults did not receive a salary increase in conjunction with her appointment to CFO in May 2022. The salary increases for the other NEOs were based on internal compensation alignment considerations and to bring their salaries closer to the median of the peer benchmark data. Equity-Based Long-term Incentive Awards. Our long-term incentive program aligns our NEOs’ interests with those of our unitholders by providing them with the opportunity to earn compensation based on WES’s success. Our Board did not make changes in 2022 to the structure of our annual long-term incentive program that consists of a combination of time-based units and performance-based units. This use of both time-based and performance-based awards is intended to provide a combination of equity-based vehicles that are performance-based in absolute and relative terms while also encouraging retention. Our equity-based long-term incentive program is designed to reward our executive officers for sustained long-term unit performance. This program represents 72% of targeted annual direct compensation for our CEO and an average of 58% for our other NEOs. Time-Based Units. These units, reflecting 50% of the overall 2022 annual long-term incentive awards, vest annually over a three-year period, subject to the NEO’s continued service through the applicable vesting date. Upon vesting, the awards are settled in WES units. Distribution equivalent rights for time-based awards are paid in cash on a current basis during the vesting period. Our Board has determined that granting time-based units aligns the interests of our NEOs with our unitholders, provides a retention tool, and rewards long-term service. Return on Asset Performance Units (“ROA Units”). The Board established ROA as a performance criterion for 25% of the 2022 annual long-term incentive awards. ROA is calculated each year during a three-year performance period as follows: Adjusted EBITDA divided by Average Consolidated Total Assets 163 Table of Contents The actual number of ROA Units earned for the three-year performance period will be based on WES’s average annual ROA performance during the performance period. The following table reflects the payout scale used to determine the number of ROA Units earned. In the event performance falls between a whole percentage, the payout will be interpolated linearly. WES 3-Year Average ROA 19% 18% 17% 16% 15% 14% 13% 12% 11% Payout as a % of Target 200% 175% 150% 125% 100% 75% 50% 25% 0% The number of ROA Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our ROA results. Distribution equivalent rights for ROA Units paid prior to the settlement of such ROA Units are accrued and paid in cash at the end of the performance period based on the actual performance results of the underlying award. Total Unit Return Performance Units (“TUR Units”). The Board established relative TUR as a performance criterion for 25% of the 2022 annual long-term incentive awards. The units vest based on our TUR performance ranking relative to our peer group over a three-year performance period, with TUR calculated as follows: Average Closing Common Unit Price for the last 30 trading days of the performance period minus Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period plus Distributions paid per Common Unit over the performance period (based on ex-dividend date) divided by Average Closing Common Unit Price for the 30 trading days preceding the beginning of the performance period The industry peer group for our 2022 TUR awards is listed below. There were no changes in peer companies compared to the 2021 peer group. • Antero Midstream Corporation • Equitrans Midstream Corporation • Crestwood Equity Partners LP • Magellan Midstream Partners LP • DCP Midstream LP • Plains All American Pipeline LP • EnLink Midstream, LLC • Targa Resources Corporation If during the performance period, a peer company is acquired, ceases to exist, ceases to be a publicly-traded partnership, files for bankruptcy, spins off 25% or more of its assets, or sells all or substantially all of its assets, then such peer company shall be deemed to fall to the bottom of the relative TUR ranking for the performance period. The actual number of TUR Units earned for the three-year performance period will be based on WES’s relative TUR performance during the performance period. The following table reflects the payout scale used to determine the number of TUR Units earned. Final Relative Ranking 1 2 3 4 5 6 7 8 9 Payout as a % of Target 200% 175% 150% 125% 100% 75% 50% 25% 0% The number of TUR Units earned will be paid in the form of WES units after the end of the performance period and after the Board has certified our relative TUR performance. Distribution equivalent rights for TUR Units made during the performance period are accrued and paid in cash at the end of the performance period based on the actual performance of the underlying award. 164 Table of Contents Equity Awards Granted in 2022. In 2022, the Board approved the below annual long-term incentive awards. These awards are included in the Grants of Plan-Based Awards Table. The target value of the 2022 annual equity awards granted to the NEOs, excluding Ms. Shults, reflect an increase of approximately 25%, on average, compared to their prior year target value of annual awards. In conjunction with her promotion to CFO in May 2022, Ms. Shults received a one-time promotional grant with a target value of $1,050,000 delivered in 50% time-based units, 25% TUR performance units, and 25% ROA performance units. This award was intended to align Ms. Shults’s compensation with the other NEOs by providing her a similar link to performance and to increase her equity holdings to a level consistent with the CFO role. In determining the annual equity awards, the Board took into consideration our peer benchmarking data, internal pay equity, retention concerns, and current NEO unit ownership levels. Total Target LTI Value ($) (1) Time-Based Units (50%) TUR Units (25%) ROA Units (25%) Name Number of Units (#) Target Value ($) Number of Units (#) Target Value ($) Number of Units (#) Target Value ($) Mr. Ure 4,500,000 86,705 2,250,000 43,353 1,125,000 43,353 1,125,000 Ms. Shults (2) 1,700,000 46,533 1,175,000 10,838 262,500 10,838 262,500 Mr. Dial 900,000 17,341 450,000 8,671 225,000 8,671 225,000 Mr. Bourne 900,000 17,341 450,000 8,671 225,000 8,671 225,000 Ms. Green 650,000 12,524 325,000 6,262 162,500 6,262 162,500 Mr. Collins (3) 1,700,000 32,755 850,000 16,378 425,000 16,378 425,000 _________________________________________________________________________________________ (1) Target LTI values approved by the Board vary from those reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, which are calculated in accordance with FASB ASC Topic 718. (2) Ms. Shults’s values include her CFO promotional award and her 2022 annual award she received prior to her promotion to CFO. Her annual award of time-based units was granted under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan. (3) Per the terms of Mr. Collins’s award agreements, upon his departure from WES, he received a prorated portion of these awards. Performance Unit Awards - Results for the Performance Period Ended December 31, 2022 . In February 2023, the Compensation Committee recommended for certification, and the Board certified, the performance results for the 2020 annual TUR Unit and ROA Unit awards. These awards had a three-year performance period that began on January 1, 2020, and ended December 31, 2022. Under the 2020 TUR Unit awards, WES ranked 3rd in TUR relative to the established peer group, which resulted in a payout of 150%. Under the 2020 ROA Unit awards, WES achieved a three-year average ROA of 17.5%, which resulted in a payout of 163.3%. Upon the Board’s performance certification, these awards were paid in the form of WES units. The following table lists the target number of performance units awarded and actual performance units earned by the NEOs under the 2020 annual TUR Unit and ROA Unit awards. ROA Units TUR Units Paid at 163.3% of Target Paid at 150% of Target Name Number of Units - Target Number of Units - Earned Number of Units - Target Number of Units - Earned Mr. Ure 46,817 76,452 46,817 70,226 Ms. Shults (1) — — — — Mr. Dial 9,363 15,290 9,363 14,045 Mr. Bourne 10,924 17,839 10,924 16,386 Ms. Green 3,902 6,372 3,902 5,853 Mr. Collins (2) 19,344 31,589 19,344 29,016 _________________________________________________________________________________________ (1) Ms. Shults was not eligible for a grant of performance units in 2020. (2) Per the terms of Mr. Collins’s award agreements, upon his departure from WES, he received a prorated portion of these awards. 165 Table of Contents Performance-Based Annual Cash Incentives—WES Cash Bonus Program. Our Board has approved the WES Cash Bonus Program (“WCB Program”) under our Incentive Compensation Program. Under the WCB Program, annual cash bonus awards are earned by eligible employees, including our NEOs, taking into account the achievement of specified business objectives and individual performance objectives. The Board maintains full discretion in determining overall performance under the WCB Program and may adjust bonus payouts based on factors it deems relevant. In February 2022, individual target bonus dollar values were approved by the Board for each of our NEOs as noted in the table below. 2021 Target Bonus 2022 Target Bonus Name $ % of Salary $ % of Salary Mr. Ure 833,750 115% 968,750 125% Ms. Shults (1) — — 320,000 80% Mr. Dial 275,000 69% 340,000 80% Mr. Bourne 330,000 81% 340,000 80% Ms. Green (1) — — 320,000 80% Mr. Collins (2) 475,000 100% 586,500 115% _________________________________________________________________________________________ (1) Ms. Shults and Ms. Green were not NEOs for the year 2021. (2) Mr. Collins left WES effective November 11, 2022. Changes to target bonuses for 2022 were determined based on a review of our peer benchmarking data and internal pay equity considerations. The Board did not approve a change in Ms. Shults’s target bonus opportunity at the time of her promotion to CFO. In February 2022, the Board approved performance measures and targets to be used as an aid in determining annual cash awards under the WCB Program for the one-year performance period that ended December 31, 2022. Our annual incentive program was designed to include measures that support our primary business strategy of creating long-term value for our unitholders by safely delivering above-average customer service and system availability, and obtaining new business over time, while achieving costs efficiencies and optimizing our financial profile. The overall design of the 2022 WCB Program is similar to the 2021 WCB Program, but with some changes to our environmental and safety metrics. Emphasizing our commitment to sustainability, we incorporated goals regarding methane reduction and greenhouse gas tracking and reporting processes into the Program. The addition of these two metrics to our existing Sustainability metrics of Total Recordable Incident Rate (“TRIR”) and Volunteer Participation supports our foundational pillar of sustainable operations through our commitment to the safety of our people, lowering our carbon intensity, and improving our communities. The table below reflects the Partnership’s 2022 performance metrics, performance targets and performance under these metrics. Performance Metric Relative Weighting Factor WCB Program Performance Targets WCB Program Performance Results Financial Adjusted EBITDA (1) 30% $1,975MM $2,127.9MM Free Cash Flow (2) 30% $1,250MM $1,357.8MM Operational System Availability (3) 20% 99% 98.7% Sustainability TRIR (4) 9% 0.30 0.53 Employee Volunteer Participation (5) 3% 50% Participation 63.4% Methane Reduction 5% 5% Reduction 5.8% Greenhouse Gas (6) 3% Qualitative Achieved 100% _________________________________________________________________________________________ (1) Adjusted EBITDA, for purposes of the WCB program, excludes the effects of revenue recognition cumulative adjustments (see Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of 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). 166 Table of Contents (3) System Availability is a measure of the “real” average availability experienced by WES’s customers related to its gas systems, oil systems, and water-disposal wells. It considers the ratio of average actual daily volumes to expected daily volumes and includes all experienced sources of downtime, such as scheduled and unscheduled downtime, logistic downtime, etc. The total availability score is a weighted average with more weight given to higher gross-margin-producing assets. (4) TRIR includes injuries or illnesses that result in any of the following: days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, or death. (5) Employee Volunteer Participation includes employee volunteer participation through a WES coordinated event focused on local nonprofit organizations or individual volunteer time through a registered 501(c)3. (6) WES set a qualitative goal to develop a Greenhouse Gas (“GHG”) emissions management system to measure GHG emissions and identify actionable emissions-reduction projects. 2022 WCB Program Performance Assessment. In assessing the Partnership’s performance under the WCB Program, the Board considered our performance against the pre-established targets for the year. Based upon the results described above and in recognition of the overall excellent financial and operational performance, including exceptional achievement with respect to Adjusted EBITDA, Free cash flow, and WES’s methane emissions reduction goals, the Board approved a payout of 157% under the 2022 WCB Program. Actual Bonuses Earned for 2022. The cash bonus awards for 2022 for our NEOs are shown in the table below and are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. Name Target Bonus ($) Board Assessment of 2022 WCB Program Cash Bonus Awards ($) Mr. Ure 968,750 x 157% = 1,520,938 Ms. Shults (1) 320,000 x 157% = 502,400 Mr. Dial 340,000 x 157% = 533,800 Mr. Bourne 340,000 x 157% = 533,800 Ms. Green 320,000 x 157% = 502,400 Mr. Collins (2) 506,158 x 157% = 794,668 _________________________________________________________________________________________ (1) Ms. Shults was promoted to Senior Vice President and CFO May 2, 2022. The Board did not approve a change in Ms. Shults’s target bonus opportunity at the time of her promotion to CFO. (2) Mr. Collins left WES effective November 11, 2022, and his target bonus is reflected on a pro-rata basis. 167 Table of Contents Indirect Compensation Elements As identified in the table below, the Partnership provides certain benefits and perquisites (considered indirect compensation elements) that are considered typical within our industry and necessary to attract and retain executive talent. The value of each element of indirect compensation is generally structured to be competitive within our industry. Indirect Compensation Element Primary Purpose Retirement Benefits • Attracts talented executive officers and rewards them for extended service • Offers secure and tax-advantaged vehicles for executive officers to save effectively for retirement Other Benefits (for example, health care, paid time off, disability, and life insurance) and Perquisites • Enhances executive welfare and financial security • Provides a competitive package to attract and retain executive talent, but does not constitute a significant part of an executive officer’s compensation Severance Benefits • Attracts and helps retain executives in a volatile and consolidating industry • Provides transitional income following an executive’s involuntary termination of employment • In the event of a Change in Control, promotes management independence and helps retain, stabilize, and focus the executives Retirement Benefits. All of our employees, including our NEOs, are eligible to participate in the Western Midstream Savings Plan, a tax-qualified savings plan maintained by WES. In 2021, our Board approved the Western Midstream Savings Restoration Plan, which is a non-qualified deferred compensation plan implemented to provide for the deferral of employer contributions that the participant would have otherwise been eligible for absent the Internal Revenue Code (“IRC”) limitations that restrict the amount of benefits payable under the tax-qualified savings plan. Other Benefits. We provide other benefits such as medical, dental, vision, flexible spending and health savings accounts, paid time off, life insurance, and disability coverage to our executive officers. These benefits are also provided to all other eligible employees. Perquisites. We provide a limited number of perquisites, including reimbursement of financial counseling, tax preparation, and estate planning services expense up to $4,000 annually, and reimbursement for the cost of personal excess liability insurance. The expenses related to the perquisites are imputed and considered taxable income to the executive officers, as applicable. We do not provide tax gross-ups on these perquisites. The incremental costs of the perquisites provided are included in the “All Other Compensation” column and supporting footnotes of the Summary Compensation Table. Severance Benefits . Each of our NEOs is covered by the Western Midstream Partners, LP Executive Severance Plan (the “ESP”) and the Western Midstream Partners, LP Executive Change in Control Severance Plan (the “CIC Plan”). Executive Severance Plan. The ESP provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason.” Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits: • An amount equal to 2.0 times the sum of base salary and annual target bonus for the CEO and 1.5 times base salary and annual target bonus for the other NEOs; • A prorated annual bonus for the year of termination, with payout based on actual performance; • Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination; 168 Table of Contents • Prorated vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with prorated performance awards based on actual performance under the original award agreement and paid at the end of the performance period; • Outplacement services for up to nine months; and • Any accrued, but unused as of the date of the termination, vacation pay. Executive Change In Control Severance Plan . The CIC Plan provides severance benefits to participants, including our NEOs, if their employment is terminated other than for “Cause” or if the participant resigns for “Good Reason” on or after the date 180 days prior to the consummation of a Change in Control and within two years after the consummation of the Change in Control (“Protection Period”). Subject to a timely execution and non-revocation of a release of claims, participants are eligible for the following benefits: • An amount equal to 2.99 times the sum of base salary and annual target bonus for the CEO and 2.0 times base salary and annual target bonus for the other NEOs; • A prorated bonus for the year of termination, determined based on the greater of target performance and actual performance; • Continued participation in the Partnership’s basic life, medical, and dental plans at employee rates, for up to 24 months following termination; • Full vesting of any unvested long-term incentive awards, including time-based and performance-based awards, with performance-based awards vesting at the greater of target and actual performance; • Outplacement services for up to nine months; and • Any accrued, but unused as of the date of the termination, vacation pay. A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below, including a discussion of the ESP benefits payable to Mr. Collins upon his departure from the Partnership on November 11, 2022. Additional Compensation Policies and Provisions The following provides a discussion of additional policies and provisions we have in place related to our overall executive compensation program. Equity Grant Practices. WES maintains the Western Gas Partners, LP 2017 Long-Term Incentive Plan and the Western Midstream Partners, LP 2021 Long-Term Incentive Plan, which govern the issuance of equity and equity-based awards. The Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan, under which certain outstanding awards were issued, expired in November 2022. Under the provisions of these plans, the Board has the authority to grant equity awards to our Section 16 officers. The grant date fair value of each award is based on the closing unit price of WES’s units on the NYSE on the grant date as designated by the Board. The grant date fair value of the TUR Units also incorporates the estimated payout percentage of the award on the grant date. 169 Table of Contents Equity Ownership Guidelines. In order to align the interests of executives and unitholders, the Board has approved executive equity ownership guidelines as noted below. Executives are expected to comply with these guidelines within five years of the date the individual is first elected to the office. An officer who does not meet the minimum ownership guideline may not sell any Western Midstream units until he or she meets the guideline and would continue to meet the guideline following any such sale. In determining equity ownership levels, we include an executive’s direct unit holdings (including units held in a living trust or by a family partnership or corporation controlled by the executive, unless the executive expressly disclaims beneficial ownership of such units) and long-term incentive awards, including time-based restricted unit awards and vested performance unit awards. Unvested performance unit awards do not count towards the ownership guidelines. Position Multiple of Base Salary Chief Executive Officer 6 CFO/COO 4 Other Senior Vice Presidents 3 Clawback Provisions. Per the terms of our 2022 long-term incentive awards which were granted under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan and the Western Gas Partners, LP 2017 Long-Term Incentive Plan, if WES is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if the recipient knowingly engaged in the misconduct (whether or not they are an individual subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Board (or delegated Plan Administrator) may determine that the recipient must reimburse WES the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. Prohibition Against Derivative Transactions and Hedging. Our Insider Trading Policy expressly prohibits directors, officers and designated employees from directly or indirectly entering into equity derivative or other financial instruments (including, but not limited to, options, puts, calls, swaps, collars, forward contracts, hedges, exchange funds or short sales) tied to WES securities (including equity securities received as part of a compensation program as well as WES equity securities acquired personally). Blackout Periods. Our Insider Trading Policy prescribes regularly scheduled blackout periods for each fiscal quarter. The scheduled blackout periods begin on the last calendar day of the quarter and end two full trading days following the public release of the applicable quarter’s earnings. The blackout periods apply to all WES officers, including our NEOs, all directors of our General Partner, employees working in our Denver, Colorado and The Woodlands, Texas offices, and any other person designated by our General Counsel from time to time. These blackout restrictions also apply to the immediate family and others who live in their homes, as well as any trust, partnership, or other entity in which the covered individual controls. Tax Law Considerations. We are a limited partnership for United States federal income tax purposes. Therefore, the compensation paid to our NEOs is not subject to the deduction limitations under Section 162(m) of the IRC. We have structured our compensation programs in a manner intended to be exempt from, or to comply with Section 409A of the IRC. 170 Table of Contents Compensation Committee Report The Compensation Committee, the members of which are listed below, is responsible for reviewing and recommending to the Board for approval actions related to the executive compensation programs of the Partnership. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that it be included in this Form 10-K. The Compensation Committee of Western Midstream Holdings, LLC: Lisa Stewart, Chairperson Peter J. Bennett Oscar K. Brown Nicole E. Clark 171 Table of Contents EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes the compensation amounts for our NEOs for the years ended December 31, 2022, 2021, and 2020. Name and Principal Position Year Salary ($) Bonus ($) (1) Stock Awards ($) (2) Non-Equity Incentive Plan Compensation ($) (3) All Other Compensation ($) (4) Total ($) Michael P. Ure 2022 767,308 1,520,938 5,034,558 — 325,201 7,648,005 President and 2021 713,462 416,041 6,259,276 984,659 344,607 8,718,045 Chief Executive Officer 2020 641,346 617,500 4,133,602 — 42,439 5,434,887 Kristen S. Shults 2022 362,731 502,400 1,807,184 — 68,558 2,740,873 Senior Vice President and Chief Financial Officer Christopher B. Dial (5) 2022 421,154 533,800 1,006,937 — 123,641 2,085,532 Senior Vice President, 2021 388,462 137,225 1,459,424 324,775 100,514 2,410,400 General Counsel and Secretary Robert W. Bourne 2022 421,923 533,800 1,006,937 — 165,975 2,128,635 Senior Vice President and 2021 405,000 164,670 1,201,841 389,730 181,082 2,342,323 Chief Commercial Officer 2020 417,692 313,500 981,448 — 41,725 1,754,365 Catherine A. Green (6) 2022 384,616 902,400 727,206 — 144,897 2,159,119 Senior Vice President and Chief Accounting Officer Craig W. Collins (7) 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. (2) This column reflects the aggregate grant date fair value of time-based units, ROA Units, and TUR Units, computed in accordance with FASB ASC Topic 718 (without respect to the risk of forfeitures). The grant date fair value of the time-based units and ROA units equals the number of units granted multiplied by the WES closing unit price on the grant date. The grant date fair value of the TUR units is calculated based on a Monte-Carlo valuation on the grant date. The maximum values, assuming a 200% payout, of the 2022 ROA unit awards as of the grant date for Mr. Ure, Ms. Shults, Mr. Dial, Mr. Bourne, Ms. Green, and Mr. Collins were approximately $2.3 million, $0.52 million, $0.45 million, $0.45 million, $0.32 million, and $0.85 million, respectively. The maximum values, assuming a 200% payout, of the 2022 TUR unit awards as of the grant date for Mr. Ure, Ms. Shults, Mr. Dial, Mr. Bourne, Ms. Green, and Mr. Collins were approximately $3.3 million, $0.74 million, $0.66 million, $0.66 million, $0.48 million, and $1.3 million, respectively. The value ultimately realized upon the actual vesting of the award(s) may or may not be equal to this determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. For information regarding the awards granted in 2022, see the Grants of Plan-Based Awards in 2022 table. (3) This column reflects the portion of the annual cash bonus awards calculated based on our unadjusted performance results, pursuant to the WCB Program. 172 Table of Contents (4) The 2022 amounts are detailed in the table below: Name Payments by the Partnership to Employee 401(k) Plan and Savings Restoration Plan ($) Other ($) (i) Total ($) Michael P. Ure 325,201 — 325,201 Kristin S. Shults (5) 68,558 — 68,558 Christopher B. Dial (5) 123,641 — 123,641 Robert W. Bourne 165,975 — 165,975 Catherine A. Green (5) 144,897 — 144,897 Craig W. Collins (6) 186,565 1,719,533 1,906,098 ________________________________________________________________ (i) For Mr. Collins, the amount includes benefits payable under the Executive Severance Plan in the amount of $1,644,750 and the payout upon his termination of his accrued but unused paid time off balance of $74,783. (5) Ms. Shults and Ms. Green were not NEOs for the years ended December 31, 2021 and 2020. Mr. Dial was not an NEO for the year ended December 31, 2020. (6) Includes a $400,000 retention bonus for which restrictions lapsed during 2022. (7) Mr. Collins left WES effective November 11, 2022. Grants of Plan-Based Awards in 2022 The following table sets forth information concerning annual cash incentive awards, equity incentive plan awards, and unit awards. The equity incentive plan and unit awards were granted pursuant to the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan and the Western Gas Partners, LP 2017 Long-Term Incentive Plan during 2022 to each of the NEOs as described below. Non-Equity Incentive Plan Awards (WCB Program). Values disclosed reflect the estimated cash payouts under the WES WCB Program, as discussed in the Compensation Discussion and Analysis . If threshold levels of performance are not met, the payout can be zero. If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants. Equity Incentive Plan Awards (ROA Units and TUR Units). Values disclosed reflect grant date fair values for ROA Units and relative TUR Units, as discussed in the Compensation Discussion and Analysis . Officers may earn between 0% and 200% of the target awards based on WES’s performance and continued service over a three-year performance period ending December 31, 2024. Performance units earned are settled in the form of common units. The awards include tandem distribution equivalent rights accrued and paid in cash at the end of the performance period based on actual performance. Time-Based Unit Awards. Values disclosed reflect grant date fair values for time-based unit awards that vest ratably over three years, beginning on February 12, 2023. The awards include tandem distribution equivalent rights paid in cash on a current basis. 173 Table of Contents All Other Unit Awards: Number of Units (#) Grant Date Fair Value of Unit Awards ($) (2) Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Name and Award Type Grant Date Threshold ($) Target ($) Maximum ($) (1) Threshold (#) Target (#) Maximum (#) Michael P. Ure — — 968,750 — — — — — — Time-Based Units 02/15/2022 — — — — — — 86,705 2,249,995 ROA Units 02/15/2022 — — — 10,838 43,353 86,706 — 1,125,010 TUR Units 02/15/2022 — — — 10,838 43,353 86,706 — 1,659,553 Kristen S. Shults (3) — — 320,000 — — — — — — Time-Based Units 02/15/2022 — — — — — — 24,857 650,011 Time-Based Units 05/02/2022 — — — — — — 21,676 524,993 ROA Units 05/02/2022 — — — 2,710 10,838 21,676 — 262,496 TUR Units 05/02/2022 — — — 2,710 10,838 21,676 — 369,684 Christopher B. Dial — — 340,000 — — — — — — Time-Based Units 02/15/2022 — — — — — — 17,341 449,999 ROA Units 02/15/2022 — — — 2,168 8,671 17,342 — 225,012 TUR Units 02/15/2022 — — — 2,168 8,671 17,342 — 331,926 Robert W. Bourne — — 340,000 — — — — — — Time-Based Units 02/15/2022 — — — — — — 17,341 449,999 ROA Units 02/15/2022 — — — 2,168 8,671 17,342 — 225,012 TUR Units 02/15/2022 — — — 2,168 8,671 17,342 — 331,926 Catherine A. Green — — 320,000 — — — — — — Time-Based Units 02/15/2022 — — — — — — 12,524 324,998 ROA Units 02/15/2022 — — — 1,566 6,262 12,524 — 162,499 TUR Units 02/15/2022 — — — 1,566 6,262 12,524 — 239,709 Craig W. Collins — — 586,500 — — — — — — Time-Based Units 02/15/2022 — — — — — — 32,755 849,992 ROA Units 02/15/2022 — — — 4,095 16,378 32,756 — 425,009 TUR Units 02/15/2022 — — — 4,095 16,378 32,756 — 626,950 _________________________________________________________________________________________ (1) The non-equity incentive plan has a maximum overall funding of 200% of the aggregate target payout for all participants, but there are no individual maximums established. (2) The amounts reflect the fair value on the grant date of the awards made to the NEOs in 2022 computed in accordance with FASB ASC Topic 718. The value ultimately realized by the executive upon the actual vesting of the award(s) may or may not be equal to the determined value. For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of 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. 174 Table of Contents Outstanding Equity Awards at Year-End 2022 The following table reflects outstanding equity awards for each NEO as of December 31, 2022. The market values shown are based on WES’s closing unit price of $26.85 on December 30, 2022. Unit Awards Equity Incentive Plan Awards Restricted Units (1) Performance Units (2) Number of Units That Have Not Vested (#) Market Value of Units That Have Not Vested ($) Number of Unearned Units That Have Not Vested (#) Market or Payout Value of Unearned Units That Have Not Vested ($) Name Michael P. Ure Time-Based Units 222,686 5,979,119 — — ROA Units — — 357,536 9,599,842 TUR Units — — 262,168 7,039,211 Kristin S. Shults Time-Based Units 57,393 1,541,002 — — ROA Units — — 21,589 579,665 TUR Units — — 13,548 363,764 Christopher B. Dial Time-Based Units 46,627 1,251,935 — — ROA Units — — 79,855 2,144,107 TUR Units — — 58,339 1,566,402 Robert W. Bourne Time-Based Units 44,520 1,195,362 — — ROA Units — — 74,057 1,988,430 TUR Units — — 54,775 1,470,709 Catherine A. Green Time-Based Units 25,602 687,414 — — ROA Units — — 29,973 804,775 TUR Units — — 21,552 578,671 Craig W. Collins Time-Based Units — — — — ROA Units — — 92,685 2,488,592 TUR Units — — 71,490 1,919,507 _________________________________________________________________________________________ (1) The table below shows the vesting dates for the respective time-based units listed in the above Outstanding Equity Awards at Year-End 2022 Table: Vesting Date Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green 02/12/2023 122,901 23,246 26,145 25,612 13,054 02/12/2024 70,883 18,636 14,701 13,127 8,373 02/12/2025 28,902 15,511 5,781 5,781 4,175 (2) The table below shows the performance periods for the respective ROA Units listed in the above Outstanding Equity Awards at Year-End 2022 Table. The number of outstanding ROA Units for each award is calculated based on WES’s return-on-assets performance as of December 31, 2022, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2022, WES’s performance under the ROA awards was 163.3%, 176.7%, and 199.2% for the performance periods ending December 31, 2022, 2023, and 2024, respectively. 175 Table of Contents Performance Period Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green Mr. Collins 1/1/2020 to 12/31/2022 (i) 76,452 — 15,290 17,839 6,372 31,589 1/1/2021 to 12/31/2023 194,725 — 47,292 38,945 11,127 51,750 1/1/2022 to 12/31/2024 86,359 21,589 17,273 17,273 12,474 9,346 _______________________________________________________________ (i) Payment of these awards, earned for the performance period ending December 31, 2022, were made in February 2023 after the Compensation Committee’s certification of the performance results. These awards are discussed further in the Compensation Discussion and Analysis. (3) The table below shows the performance periods for the respective TUR Units listed in the above Outstanding Equity Awards at Year-End 2022 Table. The number of outstanding TUR Units for each award is calculated based on WES’s relative total unit return performance ranking as of December 31, 2022, and is not necessarily indicative of what the payout earned will be at the end of each three-year performance period. As of December 31, 2022, WES’s performance under the TUR awards was 150%, 125%, and 125% for the performance periods ending December 31, 2022, 2023, and 2024, respectively. Performance Period Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green Mr. Collins 1/1/2020 to 12/31/2022 (i) 70,226 — 14,045 16,386 5,853 29,016 1/1/2021 to 12/31/2023 137,751 — 33,455 27,550 7,871 36,609 1/1/2022 to 12/31/2024 54,191 13,548 10,839 10,839 7,828 5,865 ________________________________________________________________ (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. Unit Awards Name Number of Units Acquired on Vesting (#) (1) Value Realized on Vesting ($) (2) Michael P. Ure 104,415 2,846,505 Kristen S. Shults 7,734 210,906 Christopher B. Dial 22,531 614,228 Robert W. Bourne 22,290 607,635 Catherine A. Green 9,776 266,514 Craig W. Collins 78,173 2,171,499 _________________________________________________________________________________________ (1) The number of units acquired on vesting includes the time-based units that vested in 2022 and the distribution equivalent rights that, per the terms of the underlying 2020 award agreements, were settled in common units on the date of the distribution payments. (2) The value realized on vesting represents the aggregate number of units that vested multiplied by the common unit price on the vesting date. The actual value ultimately realized by the officer, may be more or less than the value disclosed in the above table, depending upon the timing in which he held or sold the units associated with the vesting occurrence. Pension Benefits for 2022 WES does not have a defined benefit pension plan that provides NEOs a fixed monthly retirement payment. Instead, all salaried employees on the U.S. dollar payroll, including the NEOs, are eligible to participate in the Partnership’s 401(k) plan, a tax-qualified defined contribution plan. 176 Table of Contents Nonqualified Deferred Compensation for 2022 The Partnership maintains the Western Midstream Savings Restoration Plan to provide a supplemental benefit to eligible employees, including the NEOs, equal to the excess, if any, of the Partnership matching contributions that would have been allocated to a participant’s 401(k) plan account each year without regard to IRC limitations. Eligible compensation includes base salary earnings and annual WCB payments. Participants may direct contributions into investment options that mirror those provided under the Partnership’s 401(k) Plan. In general, deferred amounts are distributed to the participant in lump sum upon separation from service. Name Executive Contributions in 2022 Partnership Contributions in 2022 (1) Aggregate Earnings / Losses in 2022 Aggregate Withdrawal / Distributions in 2022 Aggregate Balance at End of 2022 (2) Michael P. Ure $ — $ 284,701 $ (15,693) $ — $ 430,152 Kristin S. Shults — 25,863 — — 25,863 Christopher B. Dial — 83,141 (5,223) — 124,323 Robert W. Bourne — 125,475 (7,776) — 201,344 Catherine A. Green — 104,397 (3,550) — 132,382 Craig W. Collins — 150,450 (9,648) — 228,665 _________________________________________________________________________________________ (1) Reflects contributions earned for fiscal year 2022, although not credited to participant accounts until 2023. These contributions are reported in the Summary Compensation Table for each of the NEOs under the “All Other Compensation” column for the year 2022. (2) The balance for each NEO includes Partnership contributions previously reported in the Summary Compensation Table for fiscal years prior to 2022 in the following aggregate amounts: Mr. Ure - $161,144; Ms. Shults - $0; Mr. Dial - $47,805; Mr. Bourne - $83,645; Ms. Green - $0; and Mr. Collins - $87,863. Potential Payments Upon Termination or Change of Control As of December 31, 2022, all of our NEOs were eligible for severance benefits under the ESP and CIC Plan that were amended and restated, and approved by our Board, in November 2022 (discussed in detail in the CD&A Severance section). Upon Mr. Collins’s departure from the Partnership on November 11, 2022, he received the following benefits under the ESP: cash severance of $1,644,750 payable in lump sum; an annual bonus for 2022 in the amount of $794,668 paid at the same time as other executives; up to two years of continued health and welfare benefits at the employee rates, valued at $6,024; and he is eligible for the reimbursement of up to nine months of outplacement services. Under the terms of his outstanding long-term incentive award agreements, he received a prorated portion of his unvested awards upon his departure, with an estimated value of $1,025,256. This value reflects the prorated time-based units that vested upon his departure and an estimated value of his prorated performance units, based on performance to date as of December 31, 2022. The performance units will be paid after the end of the performance period based on actual performance. Mr. Collins will also be paid his previously earned and vested balance in the Savings Restoration Plan of approximately $235,000 (1) . Mr. Collins entered into a Release and Separation Agreement (“Release Agreement”) with WES setting out the terms of his departure. The Release Agreement also includes a release of claims, confidentiality, cooperation, non-solicitation, non-competition, and other provisions customary for an agreement of this type, with varying restricted periods ranging from 12 to 24 months. The following tables reflect potential payments to our NEOs under existing plans and award agreements for various scenarios involving a change of control or termination of employment of each NEO, assuming a termination date of December 31, 2022 and, where applicable, using the closing price of our common unit of $26.85 (as reported on the NYSE as of December 30, 2022). In addition to the reported amounts, following a separation from service, NEOs would also receive any previously earned but not paid benefits under our Savings Restoration Plan, as disclosed in the Nonqualified Deferred Compensation for 2022 Table. _________________________________________________________________________________________ (1) Due to Internal Revenue Code Section 409A, the final payment has yet to be made and the amount is subject to change. 177 Table of Contents Involuntary For Cause. For “cause” for purposes of the ESP and CIC Plan is generally defined as: (i) conviction of a felony or of a misdemeanor involving moral turpitude, (ii) willful failure to perform duties or responsibilities, (iii) engaging in conduct which is injurious (monetarily or otherwise) to the Partnership (or any affiliates), (iv) engaging in business activities which are in conflict with the business interests of the Partnership (or any affiliates), (v) insubordination, (vi) engaging in conduct which is in violation of any applicable policy or work rule, (vii) engaging in conduct in violation of applicable safety rules or standards, or (viii) engaging in conduct that is in violation of the applicable Code of Ethics and Business Conduct. Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green Cash Severance $ — $ — $ — $ — $ — Total $ — $ — $ — $ — $ — Involuntary Not For Cause Termination. As of December 31, 2022, the NEOs below were eligible for severance benefits under the ESP. Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green Cash Severance (1) $ 3,487,500 $ 1,080,000 $ 1,147,500 $ 1,147,500 $ 1,080,000 Pro-Rata Annual Cash Bonus (2) 1,520,938 502,400 533,800 533,800 502,400 Pro-Rata Vesting of WES Equity Awards (3) 14,041,570 857,239 3,100,073 2,963,890 1,157,612 Continuation of Welfare Benefits (4) 60,085 41,680 15,639 44,940 41,680 Total $ 19,110,093 $ 2,481,319 $ 4,797,012 $ 4,690,130 $ 2,781,692 _________________________________________________________________________________________ (1) Reflects amounts payable in lump pursuant to the terms of the ESP. Mr. Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus. The values for Ms. Shults; Messrs. Dial and Bourne, and Ms. Green reflect 1.5 times the sum of their current base salary plus target bonus. (2) The amounts reflect a prorated annual bonus, assuming each NEO’s employment terminated on December 31, 2022. (3) The amounts reflect the estimated current value of a prorated portion of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2022. In the event of an involuntary termination not for cause, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of the 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023. (4) The amounts reflect the continuation of welfare benefits for two years at employee rates. The NEOs are also eligible for reimbursement of outplacement services for up to nine months following their separation. Good Reason Termination Under the ESP. As of December 31, 2022, the NEOs below were eligible for severance benefits in the event of a good reason termination under the ESP. Good Reason for purposes of the ESP is generally defined as the occurrence of any of the following conditions: materially and adversely diminished duties and responsibilities; a material reduction in base salary or base salary plus annual target bonus, unless such reduction is applied generally and consistently to the Partnership’s executives; or a material change in work location. Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green Cash Severance (1) $ 3,487,500 $ 1,080,000 $ 1,147,500 $ 1,147,500 $ 1,080,000 Pro-Rata Annual Cash Bonus (2) 1,520,938 502,400 533,800 533,800 502,400 Pro-Rata Vesting of WES Equity Awards (3) 14,041,570 857,239 3,100,073 2,963,890 1,157,612 Continuation of Welfare Benefits (4) 60,085 41,680 15,639 44,940 41,680 Total $ 19,110,093 $ 2,481,319 $ 4,797,012 $ 4,690,130 $ 2,781,692 _________________________________________________________________________________________ (1) The cash severance is payable in lump sum, pursuant to the terms of the ESP. Mr. Ure’s value reflects 2.0 times the sum of his current base salary plus target bonus. The values for Ms. Shults; Messrs. Dial and Bourne, and Ms. Green reflect 1.5 times the sum of their current base salary plus target bonus. (2) Pursuant to the terms of the ESP, the values reflect a prorated annual bonus, assuming each NEO’s employment terminated on December 31, 2022. (3) Awards granted prior to 2022 do not include a vesting provision for a good reason termination outside of a change of control. (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. 178 Table of Contents Change of Control: Involuntary Termination or Voluntary For Good Reason. The following table reflects benefits payable to the NEOs in the event of (i) a change of control of WES and (ii) a subsequent qualifying termination event. Unless otherwise noted, benefits are payable pursuant to the CIC Plan. Under the CIC Plan, a change in control is deemed to have occurred in the event that: (i) any person or group other than the Partnership or Occidental (or affiliate) acquires 50% or more of the voting power in the Partnership or General Partner; (ii) the approval of the Partnership’s plan of liquidation; (iii) the sale, transfer or other disposition of all or substantially all of the Partnership’s assets; (iv) certain changes are made to the composition of the Partnership’s Board of Directors; (v) the completion of a business combination transaction in which, after giving effect to such transaction, neither the Partnership, Occidental, nor its affiliates meet certain ownership thresholds; (vi) the General Partner is removed or the General Partner (or its affiliate) ceases to be the sole general partner of the Partnership; or the Partnership is taken private in a transaction in which its common equity securities cease to be listed on a national securities exchange. Under the CIC Plan, Good Reason is generally defined as the occurrence of any of the following conditions without the participant’s consent: (i) diminution of duties and responsibilities; (ii) material reduction in compensation; (iii) change in work location of more than 50 miles; or (iv) in connection with a Change in Control, the failure by the acquiror to assume the Plan. Certain notice and cure conditions, as defined in the CIC Plan, apply in order for a termination for Good Reason to be effective. Equity awards granted prior to the CIC Plan effective date are subject to the definitions in the applicable award agreements. Per the terms of those award agreements, a change of control is generally deemed to have occurred in the event: (i) any person or group other than the Partnership or Occidental (or affiliate) becomes the beneficial owner of more than 50% of the equity interests in the General Partner; (ii) of a complete liquidation of the Partnership; (iii) the sale or disposition of all or substantially all of the Partnership’s assets to any person other than an affiliate; or (iv) the General Partner (or affiliate) ceases to be the general partner of the Partnership and a single person or group other than the Partnership or Occidental (or affiliate) beneficially owns more than 50% of the general partner of the Partnership. The WES equity award agreements include “good reason” as a qualifying termination event, with “good reason” generally defined as any one of the following occurrences within two years of a change of control: (i) a diminution of duties and responsibilities; (ii) a material reduction in compensation; (iii) a material change in work location, as defined in the applicable agreement; or (iv) a requirement to travel for business to a substantially greater extent, with all occurrences compared to agreements in place immediately prior to the change of control. Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green Cash Severance (1) $ 5,213,813 $ 1,440,000 $ 1,530,000 $ 1,530,000 $ 1,440,000 Pro-Rata Annual Cash Bonus (2) 1,520,938 502,400 533,800 533,800 502,400 Pro-Rata Vesting of WES Equity Awards (3) 14,041,570 857,239 3,100,073 2,963,890 1,157,612 Continuation of Welfare Benefits (4) 60,085 41,680 15,639 44,940 41,680 Total $ 20,836,406 $ 2,841,319 $ 5,179,512 $ 5,072,630 $ 3,141,692 _________________________________________________________________________________________ (1) Reflects amounts payable in lump sum under the CIC Plan. Mr. Ure’s value is calculated as 2.99 times his base salary plus target bonus. The values for Ms. Shults, Messrs. Dial and Bourne, and Ms. Green are calculated as 2.0 time their base salary plus target bonus. (2) Per the terms of the CIC Plan, the NEOs are eligible for a prorated bonus for the year of termination, based on the greater of target performance and actual performance. The amounts reflect their actual bonuses awarded for 2022, as disclosed in the Summary Compensation Table. (3) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2022. In the event of a change of control, the performance would be calculated based on the change of control date. Amounts include the value of 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023. (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. 179 Table of Contents Death or Termination due to Disability Mr. Ure Ms. Shults Mr. Dial Mr. Bourne Ms. Green Cash Severance (1) $ 22,618,172 $ 2,484,431 $ 4,962,444 $ 4,654,501 $ 2,070,860 Total $ 22,618,172 $ 2,484,431 $ 4,962,444 $ 4,654,501 $ 2,070,860 ______________________________________________________________________________________ (1) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, all as of December 31, 2022. In the event of death or termination due to disability, the performance units would be paid after the end of the performance period, based on actual performance. Amounts include the value of 2020 annual performance unit awards with performance periods that ended December 31, 2022, but were not settled until February 2023. CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of our employees and the annual total compensation of Michael P. Ure, our President and Chief Executive Officer. For the 2022 calendar year, the annual total compensation of Mr. Ure, as reported in the Summary Compensation Table for this Item 11, was $7,648,005. The median of the annual total compensation of all employees of the Partnership (other than our CEO) was $166,363. Based on this information, for 2022, Mr. Ure’s total annual compensation was 46 times that of the median of the annual total compensation of all employees. As permitted by the SEC rules, the median employee utilized for the pay ratio disclosure for the fiscal year ended 2022 is the same employee identified for our prior pay ratio disclosure for the fiscal year ended 2020 because there were no changes during our fiscal year ended 2021 or 2022 with respect to our employee population, employee compensation arrangements, or to the same median employee’s circumstances that we reasonably believe would result in a significant change to this pay ratio disclosure. In preparing this pay ratio disclosure, we took the following steps: • We determined that, as of December 31, 2022, our employee population consisted of 1,217 individuals with all of these individuals located in the United States (as reported in the Human Capital Resources section in Business and Properties under Part I, Items 1 and 2 of 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. 180 Table of Contents Director Compensation Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our Board. Officers or employees of Occidental who also serve as directors of our general partner do not receive additional compensation for their service as a director of our general partner. During 2022, the non-employee directors of our general partner received compensation for their Board service pursuant to a director compensation plan approved by the Board. To assist in the 2022 annual review of director compensation, the Board directly retained Meridian to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2022 calendar year. The only change made to the program in 2022 was the increase of the annual phantom unit grant from $125,000 to $145,000. Compensation for non-employee directors during 2022 consisted of the following: • an annual retainer of $110,000 for each non-employee Board member; • an annual retainer of $2,000 for each member of a committee of the Board, or $22,000 for the chair of such committee; and • an annual grant of phantom units with a grant date fair value of approximately $145,000. In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or committees and for costs associated with participation in continuing director education programs. Each director is fully indemnified by us, pursuant to individual indemnification agreements and our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law. Equity Ownership Guidelines. Non-employee directors of the General Partner are required to hold common units, phantom units, or related grants of such securities under the Partnership’s long-term incentive plans which have an aggregate value equivalent to three times the annual Board cash retainer. Directors have five years from the date of their initial election to the Board to comply with this requirement. The following table sets forth information concerning total director compensation earned during 2022 by each non-employee director: Name Fees Earned or Paid in Cash ($) Stock Awards ($) ( 1) Total ($) Oscar K. Brown 133,750 145,009 278,759 Kenneth F Owen 134,000 145,009 279,009 David J. Schulte 134,000 145,009 279,009 Lisa A. Stewart 133,250 145,009 278,259 ________________________________________________________________________________________ (1) The amounts included in the Stock Awards column represent the grant date fair value of phantom units made to directors in 2022, computed in accordance with FASB ASC Topic 718, based on the value of our common units on grant date. See the table below for phantom units awarded to each non-employee director during 2022. As of December 31, 2022, Messrs. Brown, Owen, and Schulte and Ms. Stewart each had 5,588 outstanding phantom units. 181 Table of Contents The table below contains the grant date fair value of phantom unit awards made to each non-employee director during 2022: Name Grant Date Phantom Units (#) (1) Grant Date Fair Value of Stock Awards ($) (2) Oscar K. Brown February 15 5,588 145,009 Kenneth F Owen February 15 5,588 145,009 David J. Schulte February 15 5,588 145,009 Lisa A. Stewart February 15 5,588 145,009 _________________________________________________________________________________________ (1) The phantom units granted on February 15, 2022, will vest in full on February 12, 2023, subject to the director’s continued service through such date. Directors receive distribution equivalent rights, paid in cash on a quarterly basis, during the vesting period. (2) The amounts included in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of the awards made to non-employee directors in 2022 computed in accordance with FASB ASC Topic 718. The value ultimately realized by a director upon the actual vesting of the award(s) may or may not be equal to the value included above. Compensation Committee Interlocks and Insider Participation While WES does have a Compensation Committee, our Board continues to make substantive compensation decisions for WES’s executive officers at the recommendation of the Compensation Committee. Messrs. Bennett and Forthuber, and Ms. Clark, who are directors of our general partner, are also executive or corporate officers of Occidental. However, all compensation decisions with respect to each of these persons are made by Occidental, and none of these individuals receive any compensation directly from us or our general partner for their service as directors. Read Part III, Item 13 below in this Form 10-K for information about relationships among us, our general partner, and Occidental. 182 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the beneficial ownership of our common units held by the following as of February 16, 2023: • each member of the Board; • each named executive officer of our general partner; • all directors and officers of our general partner as a group; and • Occidental and its affiliates. Name and Address of Beneficial Owner (1) Common Units Beneficially Owned Percentage of Common Units Beneficially Owned Occidental Petroleum Corporation (2) 190,281,578 49.4% Peter J. Bennett — * Michael P. Ure 292,051 * Kristen S. Shults 23,229 * Robert W. Bourne 71,637 * Christopher B. Dial 64,745 * Catherine A. Green 28,425 * Oscar K. Brown (3) 22,703 * Nicole E. Clark — * Frederick A. Forthuber — * Kenneth F. Owen 20,642 * David J. Schulte 25,142 * Lisa A. Stewart 20,642 * All directors and executive officers as a group (12 persons) 569,216 * _________________________________________________________________________________________ * Less than 1%. (1) The address for Occidental and its representatives on the Board of our general partner is 5 Greenway Plaza, Suite 110, Houston, Texas 77046. The address for all other beneficial owners in this table is 9950 Woodloch Forest Drive, Suite 2800, The Woodlands, Texas 77380. (2) WGRI owns 161,319,520 common units, AMH owns 457,849 common units, WGRAH owns 14,139,260 common units, and Anadarko USH1 Corporation owns 14,364,949 common units of WES. Occidental is the ultimate parent company of each of the foregoing entities and may, therefore, be deemed to beneficially own the units held by such entities. (3) Includes 1,440 common units held in a margin account. 183 Table of Contents The following table sets forth owners of 5% or greater of our common units, other than Occidental and its affiliates, the holdings of which are listed in the first table of this Item 12. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Common Units ALPS Advisors, Inc. 1290 Broadway, Suite 1100 Denver, CO 80203 25,442,166 (1) 6.62% _________________________________________________________________________________________ (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. Securities Authorized for Issuance Under Equity Compensation Plan The following table sets forth information with respect to the securities that may be issued under the WES LTIPs as of December 31, 2022. For more information regarding the plans, read Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) Equity compensation plans approved by security holders 1,441,656 (1) — (2) 11,428,415 Equity compensation plans not approved by security holders 1,802,642 (1) — (2) — Total 3,244,298 — 11,428,415 _________________________________________________________________________________________ (1) Includes performance units at their maximum payout of 200%. (2) Phantom and performance units constitute the only rights outstanding under the WES LTIPs. Each phantom or performance unit that may be settled in common units entitles the holder to receive, upon vesting and determination of any performance criteria, if applicable, one common unit with respect to each phantom or performance unit, without payment of any cash. Accordingly, there is no reportable weighted-average exercise price. 184 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence As of February 16, 2023, Occidental held (i) 190,281,578 of our common units, representing a 48.3% limited partner interest in us, (ii) through its ownership of the general partner, 9,060,641 general partner units, representing a 2.3% general partner interest in us, and (iii) a 2.0% limited partner interest in WES Operating through its ownership of WGRAH. We control, manage, and operate WES Operating through our ownership of WES Operating GP. We, directly and indirectly through our ownership of WES Operating GP, owned a 98.0% limited partner interest and the entire non-economic general partner interest in WES Operating. The officers of our general partner are also officers of WES Operating GP and our general partner’s officers operate WES Operating’s business. 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 We, WES Operating, and other parties have entered into various agreements with Occidental as discussed below. These agreements were not the result of arm’s-length negotiations and, as such, they or the related underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties. See Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for more information regarding the transactions and agreements discussed below. Summary of Material Related-Party Transactions The following tables summarize material related-party transactions included in our consolidated financial statements (see Note 6—Related-Party Transactions in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K): Consolidated statements of operations Year Ended December 31, thousands 2022 2021 2020 Revenues and other Service revenues – fee based $ 1,674,959 $ 1,589,367 $ 1,740,999 Service revenues – product based 56,907 11,888 8,509 Product sales 63,367 31,103 71,104 Total revenues and other 1,795,233 1,632,358 1,820,612 Equity income, net – related parties (1) 183,483 204,645 226,750 Operating expenses Cost of product (2) (25,447) 42,805 92,884 Operation and maintenance 5,081 27,805 49,533 General and administrative (3) 2,338 15,613 40,295 Total operating expenses (18,028) 86,223 182,712 Gain (loss) on divestiture and other, net (1,756) 420 (2,870) Interest income – Anadarko note receivable — — 11,736 _________________________________________________________________________________________ (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 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). 185 Table of Contents Consolidated balance sheets December 31, thousands 2022 2021 Assets Accounts receivable, net $ 313,937 $ 180,205 Other current assets 1,578 12,490 Equity investments (1) 944,696 1,167,187 Other assets 29,058 45,494 Total assets 1,289,269 1,405,376 Liabilities Accounts and imbalance payables 32,150 49,242 Accrued liabilities 11,756 13,914 Other liabilities 268,399 207,365 Total liabilities 312,305 270,521 _________________________________________________________________________________________ (1) See Note 7—Equity Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Consolidated statements of cash flows Year Ended December 31, thousands 2022 2021 2020 Distributions from equity-investment earnings – related parties $ 186,153 $ 213,516 $ 246,637 Capital expenditures (470) (2,000) — 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 Distributions to Partnership unitholders (1) (372,468) (272,192) (381,949) Distributions to WES Operating unitholders (2) (24,898) (14,984) (15,434) Net contributions from (distributions to) related parties 1,423 8,533 24,466 Proceeds from the sale of assets to related parties 200 — — Finance lease payments (3) — — (6,382) Unit repurchases from Occidental (4) (252,500) (50,225) — _________________________________________________________________________________________ (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) 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). 186 Table of Contents The following tables summarize material related-party transactions for WES Operating (which are included in our consolidated financial statements) to the extent the amounts differ from our consolidated financial statements: Consolidated statements of operations Year Ended December 31, thousands 2022 2021 2020 General and administrative (1) $ 5,373 $ 18,365 $ 41,609 _________________________________________________________________________________________ (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 December 31, thousands 2022 2021 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 Accrued liabilities 11,439 13,597 _________________________________________________________________________________________ (1) Includes balances related to transactions between WES and WES Operating. Consolidated statements of cash flows Year Ended December 31, thousands 2022 2021 2020 Distributions to WES Operating unitholders (1) $ (1,244,533) $ (749,018) $ (771,546) _________________________________________________________________________________________ (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 that were used by WES to repurchase common units. See Note 4—Partnership Distributions and Note 5—Equity and Partners’ Capital in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. Related-party revenues. Related-party revenues include amounts earned by us from services provided to Occidental and from the sale of natural gas, condensate, and NGLs to Occidental. Gathering and processing agreements. We have significant gathering, processing, and produced-water disposal arrangements with affiliates of Occidental on most of our systems. While Occidental is our contracting counterparty, these arrangements with Occidental include not just Occidental-produced volumes, but also, in some instances, the volumes of other working-interest owners of Occidental who rely on our facilities and infrastructure to bring their volumes to market. For the year ended December 31, 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 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. 187 Table of Contents 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 (“Sanchez”), now Mesquite Energy, Inc. (“Mesquite”), that allows Mesquite to process gas under such agreement. In December 2021, the Brasada gas processing agreement was assigned from Anadarko to Mesquite effective July 1, 2023. For this reason, Anadarko continues to be liable under the Brasada gas processing agreement until June 30, 2023, to the extent Mesquite does not perform. For all periods presented, Mesquite has performed Anadarko’s obligations under the Brasada gas processing agreement pursuant to its agency arrangement with Anadarko. 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 ended as of September 30, 2022. Marketing Transition Services Agreement. 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 is being amortized to Operation and maintenance expense over the remaining term of the agreements. Related-party expenses. Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs provided by related parties at certain of our assets. A portion of general and administrative expense is paid by Occidental, which results in related - party transactions pursuant to the reimbursement provisions of our and WES Operating’s agreements with Occidental. Cost of product expense includes amounts related to certain continuing marketing arrangements with affiliates of Occidental, related - party imbalances, and transactions with affiliates accounted for under the equity method of accounting. See Marketing Transition Services Agreement in the sections above. Related - party expenses do not bear a direct relationship to related - party revenues, and third - party expenses do not bear a direct relationship to third - party revenues. Services Agreement. General and administrative expense includes costs incurred pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP, under which Occidental has performed certain centralized corporate functions for the Partnership and WES Operating (“Services Agreement”). 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. General and administrative expense includes non - cash equity - based compensation expense allocated to us by Occidental for awards granted to the executive officers of the general partner and to other employees prior to their employment with us under (i) the Anadarko Petroleum Corporation 2012 Omnibus Incentive Compensation Plan, as amended and restated, (ii) Occidental’s 2015 Long - Term Incentive Plan, and (iii) Occidental’s Phantom Share Unit Award Plan (collectively referred to as the “Incentive Plans”). General and administrative expense includes costs related to the Incentive Plans of $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 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 and sell equipment, inventory, and other miscellaneous assets from or to Occidental or its affiliates. 188 Table of Contents Related-party commercial agreement. During the first quarter of 2021, an affiliate of Occidental and certain wholly owned subsidiaries of WES entered into a Commercial Understanding Agreement (“CUA”). Under the CUA, certain West Texas surface - use and salt - water disposal agreements were amended to reduce usage fees owed by us in exchange for the forgiveness of certain deficiency fees owed by Occidental and other unrelated contractual amendments. The present value of the reduced usage fees under the CUA was $30.0 million at the time the agreement was executed. Indemnification agreements with directors and officers. Our general partner has entered into indemnification agreements with each of its officers and directors (each, an “Indemnitee”). The indemnification agreements provide that each Indemnitee will be indemnified and held harmless against all expense, liability, and loss (including attorney’s fees, judgments, fines or penalties, and amounts to be paid in settlement) actually and reasonably incurred or suffered by the Indemnitee in connection with serving in their capacity as officers and directors of our general partner (or of any subsidiary of our general partner) or in any capacity at the request of our general partner or its Board to the fullest extent permitted by applicable law, including Section 18-108 of the Delaware Limited Liability Company Act in effect on the date of the agreement or as such laws may be amended to provide more advantageous rights to the Indemnitee. The indemnification agreements also provide that advance payment of certain expenses must be made to the Indemnitee, including fees of counsel, in advance of final disposition of any proceeding subject to receipt of an undertaking from the Indemnitee to return such advance if it is ultimately determined that the Indemnitee is not entitled to indemnification. Through December 31, 2022, there have been no payments or claims to Occidental related to these indemnification agreements and no payments or claims have been received from Occidental related to these indemnification agreements. Chipeta LLC agreement. We are party to the Chipeta LLC agreement, together with a third-party member. Among other things, the Chipeta LLC agreement provides the following: • Chipeta’s members will be required from time to time to make capital contributions to Chipeta to the extent approved by the members in connection with Chipeta’s annual budget; • Chipeta will distribute available cash, as defined in the Chipeta LLC agreement, if any, to its members quarterly in accordance with those members’ membership interests; and • Chipeta’s membership interests are subject to significant restrictions on transfer. We are the managing member of Chipeta. As managing member, we manage the day-to-day operations of Chipeta and receive a management fee from the other member, which is intended to compensate the managing member for the performance of its duties. We may be removed as the managing member only if we are grossly negligent or fraudulent, breach our primary duties, or fail to respond in a commercially reasonable manner to written business proposals from the other member, and such behavior, breach, or failure has a material adverse effect to Chipeta. 189 Table of Contents Review, Approval, or Ratification of Transactions with Related Persons Our Audit Committee generally reviews transactions between WES and its directors, executive officers, or their immediate family members, or significant equity holders involving, in any case, amounts in excess of $120,000. However, our Board may also request that certain transactions between WES and Occidental, or our general partner, be reviewed by the Special Committee pursuant to our partnership agreement, as described in more detail below. Whenever a conflict arises between our general partner or its related parties, including Occidental, on the one hand, and us and our limited partners, on the other hand, our general partner will resolve the conflict. Our partnership agreement contains provisions that modify and limit our general partner’s default state law fiduciary duties to our unitholders. Our partnership agreement also restricts the remedies available to our unitholders for actions taken by our general partner that, without those limitations, might constitute breaches of fiduciary duties otherwise applicable under state law. See Special Committee under Part III, Item 10 of this Form 10-K. Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our unitholders if the resolution of the conflict is any of the following: • approved by the Special Committee of our general partner, although our general partner is not obligated to seek such approval; • approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates; • on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or • fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us. Our general partner may, but in most circumstances is not required to, seek the approval of such resolution from the Special Committee of its Board. In connection with a situation involving a conflict of interest, any determination by our general partner involving the resolution of the conflict of interest must be made in good faith, provided that, if our general partner does not seek approval from the Special Committee and its Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the Board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in the partnership agreement, our general partner or the Special Committee may consider any factors that it determines in good faith to be appropriate when resolving a conflict. Our partnership agreement provides that for someone to act in good faith, that person must reasonably believe he is acting in the best interests of the Partnership. Additionally, the Board has adopted a written Code of Ethics and Business Conduct (the “Code”), under which all directors and officers of the general partner, and employees working on our behalf, are expected to avoid conflicts or the appearance of conflicts in relation to their duties and responsibilities to us, and report any violation of the Code by any person. Under our Corporate Governance Guidelines, any waivers of the Code for any officer or director may only be made by the Board or by a committee of the Board composed of independent directors. 190 Table of Contents Item 14. Principal Accounting Fees and Services We have engaged KPMG LLP as our and WES Operating’s independent registered public accounting firm. The following table presents fees for the audit of the annual consolidated financial statements for the last two fiscal years and for other services provided by KPMG LLP: WES WES Operating thousands 2022 2021 2022 2021 Audit fees $ 250 $ 400 $ 2,673 $ 2,100 Total $ 250 $ 400 $ 2,673 $ 2,100 Audit fees are primarily for the audit of our and WES Operating’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, consents, comfort letters, other audits, and the reviews of financial statements included in the Forms 10-Q. Audit-related fees are primarily for certain financial accounting consultations. Audit Committee Approval of Audit and Non-Audit Services The Audit Committee of our general partner has adopted a Pre-Approval Policy with respect to services that may be performed by KPMG LLP. This policy lists specific audit-related services and any other services that KPMG LLP is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy. The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its 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. During 2022, the Audit Committee reviewed and approved the use of KPMG LLP’s Accounting research and disclosure checklist applications for no additional fee. The Audit Committee has approved the appointment of KPMG LLP as independent registered public accounting firm to conduct the audit of our and WES Operating’s consolidated financial statements for the year ended December 31, 2023. 191 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements Our consolidated financial statements are included under Part II, Item 8 of this Form 10-K. For a listing of these statements and accompanying footnotes, see the Index to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. (a)(2) Financial Statement Schedules Financial statement schedules have been omitted because they are not required, not applicable, or the information is included under Part II, Item 8 of this Form 10-K. (a)(3) Exhibits Exhibit Index Exhibit Number Description # 2. 1 Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Partners, LP, Western Gas Equity Holdings, LLC, Western Gas Partners, LP, Western Gas Holdings, LLC, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC (incorporated by reference to Exhibit 2.1 to Western Gas Equity Partners, LP’s Current Report on Form 8-K filed on November 8, 2018, File No. 001-35753). 3. 1 Certificate of Limited Partnership of Western Gas Equity Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Western Gas Equity Partners, LP filed on November 5, 2012, File No. 333-184763). 3. 2 Certificate of Amendment to Certificate of Limited Partnership of Western Gas Equity Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 3 Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 3. 4 Certificate of Formation of Western Gas Equity Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Equity Partners, LP’s Registration Statement on Form S-1 filed on November 5, 2012, File No. 333-184763). 3. 5 Certificate of Amendment to Certificate of Formation of Western Gas Equity Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 6 Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.7 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 7 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Western Midstream Holdings, LLC, dated February 28, 2019 (incorporated by reference to Exhibit 3.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on March 26, 2019, File No. 001-35753). 3. 8 Certificate of Limited Partnership of Western Gas Partners, LP (incorporated by reference to Exhibit 3.1 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 9 Third Amended and Restated Agreement of Limited Partnership of Western Midstream Operating, LP, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.5 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 192 Table of Contents Exhibit Number Description 3. 10 Certificate of Formation of Western Gas Holdings, LLC (incorporated by reference to Exhibit 3.3 to Western Gas Partners, LP’s Registration Statement on Form S-1 filed on October 15, 2007, File No. 333-146700). 3. 11 Certificate of Amendment to Certificate of Formation of Western Gas Holdings, LLC, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 12 Third Amended and Restated Limited Liability Company Agreement of Western Midstream Operating GP, LLC, dated as of February 28, 2019 (incorporated by reference to Exhibit 3.8 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). 3. 13 Certificate of Merger of Clarity Merger Sub, LLC with and into Western Gas Partners, LP, effective as of February 28, 2019 (incorporated by reference to Exhibit 3.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 28, 2019, File No. 001-35753). * 4. 1 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 4. 2 Specimen Unit Certificate for the Common Units (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on June 13, 2008, File No. 001-34046). 4. 3 Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 4 First Supplemental Indenture, dated as of May 18, 2011, among Western Gas Partners, LP, as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 18, 2011, File No. 001-34046). 4. 5 Fourth Supplemental Indenture, dated as of June 28, 2012, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046). 4. 6 Form of 4.000% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 28, 2012, File No. 001-34046). 4. 7 Sixth Supplemental Indenture, dated as of March 20, 2014, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 8 Form of 5.450% Senior Notes due 2044 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A to Exhibit 4.2, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 20, 2014, File No. 001-34046). 4. 9 Seventh Supplemental Indenture, dated as of June 4, 2015, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). 4. 10 Form of 3.950% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on June 4, 2015, File No. 001-34046). 4. 11 Eighth Supplemental Indenture, dated as of July 12, 2016, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). 4. 12 Form of 4.650% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on July 12, 2016, File No. 001-34046). 4. 13 Ninth Supplemental Indenture, dated as of March 2, 2018, among Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 4. 14 Form of 4.500% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 193 Table of Contents Exhibit Number Description 4. 15 Form of 5.300% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on March 2, 2018, File No. 001-34046). 4. 16 Tenth Supplemental Indenture, dated as of August 9, 2018, by and between Western Gas Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 17 Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 18 Form of 5.500% Senior Notes due 2048 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1, to Western Gas Partners, LP’s Current Report on Form 8-K filed on August 9, 2018, File No. 001-34046). 4. 19 Eleventh Supplemental Indenture, dated as of January 13, 2020, by and between Western Midstream Operating, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 20 Form of Floating Rate Senior Notes due 2023 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A-1 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 21 Form of 3.100% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3, which is included as Exhibit A-2 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 22 Form of 4.050% Senior Notes due 2030 (incorporated by reference to Exhibit 4.4, which is included as Exhibit A-3 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 4. 23 Form of 5.250% Senior Notes due 2050 (incorporated by reference to Exhibit 4.5, which is included as Exhibit A-4 to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on January 13, 2020, File No. 001-34046). 10. 1 Partnership Interests Exchange Agreement, by and among Western Gas Resources, Inc., Western Midstream Holdings, LLC and Western Midstream Partners, LP, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 10. 2 Amended and Restated Services, Secondment and Employee Transfer Agreement, by and between Occidental Petroleum Corporation, Anadarko Petroleum Corporation and Western Midstream Operating GP, LLC, dated as of December 31, 2019 (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 10. 3 Tax Sharing Agreement by and among Anadarko Petroleum Corporation and Western Gas Partners, LP, dated as of May 14, 2008 (incorporated by reference to Exhibit 10.5 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). 10. 4 Anadarko Petroleum Corporation Fixed Rate Note due 2038 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on May 14, 2008, File No. 001-34046). 10. 5 Form of Commodity Price Swap Agreement (incorporated by reference to Exhibit 10.3 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on May 6, 2010, File No. 001-34046). ‡ 10. 6 Form of Indemnification Agreement by and between Western Midstream Holdings, LLC, its Officers and Directors (incorporated by reference to Exhibit 10.16 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No. 001-34046). 10. 7 Western Midstream Partners, LP 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No. 001-35753). 10. 8 Western Midstream Partners, LP Executive Severance Plan (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No. 001-35753). 10. 9 Western Midstream Partners, LP Executive 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. 001-35753) . 194 Table of Contents Exhibit Number Description 10. 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. 001-35753). 10. 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. 001-35753) . 10. 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. 001-35753). 10. 13 Form of 2021 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No. 001-35753). 10. 14 Form of 2021 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No. 001-35753). ‡ 10. 15 Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Current Report on Form 8-K filed on October 17, 2017, File No. 001-34046). ‡ 10. 16 Form of Award Agreement under the Western Gas Partners, LP 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to Western Gas Partners, LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on December 13, 2017, File No. 333-151317). ‡ 10. 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. 001-35753). ‡ 10. 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. 333-186306). ‡* 10. 19 Western Midstream Partners, LP Incentive Compensation Program. ‡ 10. 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. 001-35753). ‡ 10. 21 Form of 2020 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). ‡ 10. 22 Form of 2020 Phantom Unit Award Agreement (ROA Awards) (incorporated by reference to Exhibit 10.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No. 001-35753). † 10. 23 Amended and Restated Limited Liability Company Agreement of Chipeta Processing LLC effective July 23, 2009 (incorporated by reference to Exhibit 10.4 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on November 12, 2009, File No. 001-34046). 10. 24 Third Amended and Restated Revolving Credit Agreement, dated as of February 15, 2018, among Western Gas Partners, LP, as the Borrower, Wells Fargo Bank National Association, as the administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.21 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046). 10. 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. 001-34046). 195 Table of Contents Exhibit Number Description 10. 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. 001-35753). 10. 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. 001-35753). 10. 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. 001-34046). 10. 29 First Amendment to 364-Day Credit Agreement, dated as of July 1, 2019, among Western Midstream Operating, LP, as the Borrower, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on July 3, 2019, File No. 001-35753). 10. 30 Second Amendment to Term Loan Credit Agreement, dated as of December 31, 2019, among Western Midstream Operating, LP, as the Borrower, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No. 001-35753). 10. 31 Tax Sharing Agreement by and between Western Gas Equity Partners, LP and Anadarko Petroleum Corporation, dated as of December 12, 2012 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Western Gas Equity Partners, LP on December 12, 2012, File No. 001-35753). † 10. 32 Gas Gathering Agreement effective July 1, 2010 between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP, as amended by Amendment No. 1 dated August 4, 2011, Amendment No. 2 dated December 3, 2012, Amendment No. 3 dated November 19, 2013 and Amendment No. 4 dated June 2, 2014 (incorporated by reference to Exhibit 10.23 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 26, 2015, File No. 001-34046). † 10. 33 Amendment to Gas Gathering Agreement effective August 1, 2017, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on July 26, 2017, File No. 001-34046). † 10. 34 Amendment to Gas Gathering Agreement effective January 1, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil and Gas Onshore LP (incorporated by reference to Exhibit 10.29 to Western Gas Partners, LP’s Annual Report on Form 10-K filed on February 16, 2018, File No. 001-34046). † 10. 35 Amendment to Gas Gathering Agreement, dated May 10, 2018, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on August 1, 2018, File No. 001-34046). † 10. 36 Amendment to Gas Gathering Agreement effective January 1, 2020, between Kerr-McGee Gathering LLC and Kerr-McGee Oil & Gas Onshore LP (incorporated by reference to Exhibit 10.42 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 27, 2020, File No. 001-34046). † 10. 37 Gas Gathering Agreement between Anadarko E&P Onshore LLC and Delaware Basin Midstream, LLC, dated October 8, 2018 (incorporated by reference to Exhibit 10.1 to Western Gas Partners, LP’s Quarterly Report on Form 10-Q filed on October 31, 2018, File No. 001-34046). 10. 38 Unit Redemption Agreement by and between Western Midstream Partners, LP and Anadarko Petroleum Corporation, dated as of September 11, 2020 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on September 16, 2020, File No. 001-35753). * 21. 1 List of Subsidiaries of Western Midstream Partners, LP. * 23. 1 Consent of KPMG LLP - Western Midstream Partners, LP. 196 Table of Contents Exhibit Number Description 24. 1 Power of Attorney (included on the signatures page of this annual report on Form 10-K). * 31. 1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. * 31. 2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. * 31. 3 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. * 31. 4 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. ** 32. 1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Partners, LP. ** 32. 2 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP. * 101. INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) * 101. SCH Inline XBRL Schema Document * 101. CAL Inline XBRL Calculation Linkbase Document * 101. DEF Inline XBRL Definition Linkbase Document * 101. LAB Inline XBRL Label Linkbase Document * 101. PRE Inline XBRL Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________________________________________________________ * Filed herewith ** Furnished herewith # Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. † Portions of this exhibit have been omitted as confidential pursuant to Item 601(b)(10) of Regulation S-K or a request for confidential treatment. ‡ Management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15. Item 16. Form 10-K Summary Not applicable. 197 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. WESTERN MIDSTREAM PARTNERS, LP February 22, 2023 /s/ Michael P. Ure Michael P. Ure President and Chief Executive Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) February 22, 2023 /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Holdings, LLC (as general partner of Western Midstream Partners, LP) WESTERN MIDSTREAM OPERATING, LP February 22, 2023 /s/ Michael P. Ure Michael P. Ure President and Chief Executive Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) February 22, 2023 /s/ Kristen S. Shults Kristen S. Shults Senior Vice President and Chief Financial Officer Western Midstream Operating GP, LLC (as general partner of Western Midstream Operating, LP) Each person whose signature appears below constitutes and appoints Michael P. 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. 198 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2023. Signature Title (Position with Western Midstream Holdings, LLC) /s/ Peter J. Bennett Chairperson Peter J. Bennett /s/ Michael P. Ure President, Chief Executive Officer and Director Michael P. Ure (Principal Executive and Financial Officer) /s/ Kristen S. Shults Senior Vice President and Chief Financial Officer Kristen S. Shults (Principal Financial Officer) /s/ Catherine A. Green Senior Vice President and Chief Accounting Officer Catherine A. Green (Principal Accounting Officer) /s/ Oscar K. Brown Director Oscar K. Brown /s/ Nicole E. Clark Director Nicole E. Clark /s/ Frederick A. Forthuber Director Frederick A. Forthuber /s/ Kenneth F. Owen Director Kenneth F. Owen /s/ David J. Schulte Director David J. Schulte /s/ Lisa A. Stewart Director Lisa A. Stewart 199