What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 353 added, 339 removed, 1184 unchanged (37% of the section changed)

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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.

On April 1, 2023, WES and WES Operating implemented a new Enterprise Resource Planning (“ERP”) system.

As a result of this implementation, certain internal controls over financial reporting have been automated, modified, or implemented to address the new environment associated with the implementation of this type of system.

While WES and WES Operating believe that this system will strengthen the internal control system, there are inherent risks in implementing any new system and WES and WES Operating will continue to evaluate these control changes as part of their assessments of internal control over financial reporting.

Other than the ERP implementation, there have been no changes in WES’s or WES Operating’s internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, WES’s or WES Operating’s internal control over financial reporting.

Other Information

Insider Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.

Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.

During the three months ended December 31, 2023, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Holderman 44 Senior Vice President, South Operations

49 Senior Vice President, Business Services

Brown 53 Director

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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.

Since June 2023, Mr.

Bennett has served as the Chairman of the Board of Directors of Net Power Inc., an NYSE listed company focused on renewable energy.

Houston, Texas

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Biography/Qualifications

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.

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

Dial has served as Senior Vice President, General Counsel and Secretary of the general partner of Western Midstream Partners, LP since December 2019.

Prior to joining Western Midstream, from January 2018 to September 2019, Mr.

Dial served as Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of the general partner of American Midstream Partners, LP.

Dial also previously spent over 10 years in a number of in-house legal roles, most recently as General Counsel of Susser Holdings II, LP, Associate General Counsel of Susser Holdings Corporation, and Associate General Counsel and Corporate Secretary of Sunoco LP.

Dial began his career as an Associate Attorney in the corporate section of the Houston office of Andrews Kurth, LLP, working on corporate, capital markets, governance, and other transactional matters primarily in the energy industry.

Denver, Colorado

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Biography/Qualifications

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

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

Before joining WES, Mr.

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Houston, Texas

Officer since:

Biography/Qualifications

Nebreda has served as Senior Vice President, Business Services of our general partner since March 2021, and as Vice President, Business Services of our general partner since August 2020.

Prior to joining WES, Mr.

Nebreda served as Chief Operating Officer of CIG Logistics from 2018 to July 2020.

Prior to CIG Logistics, Mr.

Nebreda served as Vice President of Integrated Planning of Occidental Oil and Gas Corporation, a subsidiary of Occidental, from 2006 to 2018.

Nebreda has over 25 years of domestic and international experience within the oil and gas, retail, telecommunications, manufacturing, and transportation industries.

Houston, Texas

Director since:

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

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

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

Prior to joining Occidental, Ms.

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Forthuber served in engineering roles for Altura Energy and Exxon.

Since June 2023, Mr.

Forthhuber has served on the Board of Directors of Net Power, Inc., an NYSE listed company focused on renewable energy.

Houston, Texas

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

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

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

Prior to founding CorEnergy, Mr.

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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.

Stewart, each of whom understands 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.

The Audit Committee held four meetings during 2023.

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.

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Clark and Mr.

The Compensation Committee held 3 meetings during 2022.

The Compensation Committee held six meetings during 2023.

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.

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

Under our Corporate Governance Guidelines, these meetings are chaired on a rotating basis by the chairpersons of the Board’s Audit Committee and Special Committee.

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Senior Vice President, General Counsel and Secretary

Senior Vice President and Chief Accounting Officer

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

In addition, Mr.

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

Senior Vice President, Business Services

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 strategic objective is to create 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 2023, 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;

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

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

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

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

• Approved a clawback policy (“Clawback Policy”) requiring WES to recoup certain incentive-based compensation from executive officers in the event WES becomes required to issue a financial restatement;

• Reviewed our annual cash incentive program design and metrics and made changes to our operational and sustainability components to better align the program with the Partnership’s overall business strategy;

• Approved a discretionary bonus pool for the Partnership’s non-CEO Section 16 officers, which includes the NEOs other than Mr.

Ure (the “S16 Discretionary Bonus Pool”);

• Broadened the peer groups used to benchmark compensation for our executive officers and determine the performance of our total unitholder (“TUR”) return incentive awards.

These actions were taken to further align our executive compensation program with WES’s overall strategy, ensure our compliance with applicable regulations, provide for the attraction and retention of executive talent, and align our executive officers’ interest with those of our long-term unitholders.

2023 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.

2023 was a year of remarkable achievements for WES, as it continued to grow its core businesses and improve its operations.

In particular, during the 2023 fiscal year WES:

• Achieved record annual natural-gas throughput of 4.4 Bcf/d, representing a 5-percent year-over-year increase.

• Gathered record annual produced-water throughput of 1,009 MBbls/d, representing a 21-percent year-over-year increase.

• Achieved year-over-year throughput growth across all products in the Delaware Basin of 11-percent, 8-percent, and 21-percent, for natural gas, crude oil and NGLs, and produced water, respectively.

• Sanctioned the 250 MMcf/d North Loving processing plant in May 2023, and materially progressed construction of the 300 MMcf/d Mentone III processing train.

• Announced and closed the Meritage acquisition, giving WES the largest gathering and processing footprint in the Powder River Basin.

• Executed on our capital return framework by returning $978 million in distributions, inclusive of two Base Distribution increases and the payment of our first Enhanced Distribution, and $135 million in unit repurchases.

• Obtained full investment-grade ratings in May 2023 and raised $1.350 billion through two bond offerings to partially fund the Meritage acquisition, refinance existing borrowings, and enhance the partnership’s overall liquidity.

How We Make Compensation Decisions

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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.

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

Compensation Philosophy and Objectives of our Compensation Program

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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.

As noted above, WES established the Compensation Committee in February 2022.

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

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

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

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

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

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

• Aligning compensation with unitholder interests;

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

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

In developing WES’s executive compensation program, the Compensation Committee intends to design a total compensation package for its executive officers, including the NEOs, that generally provides for, approximately (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 have grant values within the third-quartile of market.

The Compensation Committee utilizes this compensation framework along with the Partnership’s performance, individual performance, and general market conditions to determine the final compensation awards for the NEOs.

However, the compensation we pay to our NEOs may ultimately fall above or below the approximate ranges discussed above.

This may occur for a number of reasons.

First, the data provided by our compensation consultant for benchmarking is inherently dated because it is reported by our peers on a trailing basis.

Second, the data provided may not correspond exactly to the positions and individual responsibilities of our NEOs.

Third, our peers use differing compensation practices than we do to varying degrees, and this may require us to make interpretative assumptions and adjustments when comparing data for benchmarking purposes.

Fourth, and finally, the Compensation Committee considers each NEO’s individual professional background and performance characteristics in addition to general benchmarking when making final compensation determinations.

The Board and the Compensation Committee believe the design of our executive compensation program, and the Compensation Committee’s decisions and outcomes in 2023, support our compensation philosophy and objectives by ensuring:

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

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

• Compensation aligns with unitholder interests;

• Performance-based compensation balances short-term and long-term results;

• Total compensation opportunities are competitive with those offered to other executives across our industry.

Administration of Executive Compensation Program and Methodology

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• 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;

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

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

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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.

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

• Align executive officer pay with performance by structuring more than 82% of pay as at-risk

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• 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

• Employ a clawback policy governing our incentive-based compensation

• Provide for "double trigger" severance benefits in the event of a change of control and qualifying termination

• 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

• Provide excise tax gross-ups

• Offer guaranteed bonuses

• Have 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.

For the 2023 calendar year, the Compensation Committee retained Zayla Partners as its independent compensation consultant to provide advice on various executive compensation matters.

In 2023, Zayla Partners provided guidance on our benchmarking peer group, TUR performance peer group, pay levels, pay mix, and overall executive compensation program design.

The independent executive compensation consultant reports directly to the Compensation Committee and the Board and provides 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.

With assistance from Zayla Partners, the Compensation Committee evaluated several factors when determining an appropriate peer group of companies to use for 2023 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.

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

After conducting an annual review, the Compensation Committee approved broadening the Partnership’s peer group used to evaluate 2023 compensation decisions.

The Partnership’s peer group used for conducting the 2023 executive benchmarking assessment is listed below:

Antero Midstream Corporation Magellan Midstream Partners, L.P.

Cheniere Energy, Inc.

NiSource Inc.

Crestwood Equity Partners LP (1)

• Magellan Midstream Partners LP

NuStar Energy, L.P.

DCP Midstream, LP (2)

• ONEOK, Inc.

• Enable Midstream Partners LP

• Plains All American Pipeline LP

• EnLink Midstream, LLC

• Targa Resources Corp.

• Equitrans Midstream Corporation

• Williams Companies, Inc.

DT Midstream, Inc.

Plains All American Pipeline, L.P.

Energy Transfer LP Targa Resources Corp.

EnLink Midstream, LLC Tellurian Inc.

Equitrans Midstream Corporation The Williams Companies, Inc.

Genesis Energy, L.P.

_________________________________________________________________________________________

(1) Crestwood Equity Partners LP was acquired by Energy Transfer LP as of November 3, 2023.

(2) DCP Midstream, LP was acquired by Phillips 66 as of June 15, 2023.

(3) Magellan Midstream Partners, L.P.

was acquired by ONEOK, Inc.

as of September 25, 2023.

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.

To assist in reviewing the design and structure of our executive compensation program, Zayla Partners provided the Compensation Committee 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 peer company.

In establishing competitive compensation benchmark levels, Zayla Partners blended the publicly disclosed peer group data with published third-party survey data.

The published survey data was gathered based on industry and company size (revenues from $1-6 billion) and included the following surveys:

Willis Towers Watson Industry Executive Survey, Mercer Total Compensation Survey for the Energy Sector and the Economic Research Institute Executive Compensation Assessor Data for Pipeline and Midstream Services.

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

however, in making specific officer compensation decisions, the Board has taken into account other considerations as noted above and 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.

The Board, after reviewing the information provided by Zayla Partners for 2023 and considering other factors described below, determines, with input from Zayla Partners, each element of compensation for our CEO.

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

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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.

As illustrated in the charts below, a majority of our NEO’s targeted annual direct compensation is at-risk, including 89% for our CEO and 82%, on average, for our other NEOs.

Further, 75% of our CEO’s targeted annual direct compensation and 68%, 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.

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and the target value of the 2023 annual long-term incentive awards.

The charts do not include allocations to the non-CEO NEOs under the S16 Discretionary Bonus Pool, if any.

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.

base salary, long-term incentives comprised of equity-based awards, including time-based and performance-based awards, and short-term incentives 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.

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(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

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

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

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

Annual Cash Incentives Cash Adjusted EBITDA

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

Annual Cash Incentives Company Performance Cash Bonus

Adjusted EBITDA

Free Cash Flow

System Availability

System Operability

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

Greenhouse Gas

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

Discretionary Cash Bonus (Non-CEO NEOs)

Recommendation by the CEO and Compensation Committee to the Board

Based on the achievement of each non-CEO NEO’s individual and team contribution to WES’s performance.

Analysis of 2023 Compensation Actions

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

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

Name Salary Approved in 2022 ($)

Salary Approved in 2023 ($)

Ure 775,000 900,000 16.1 %

400,000 500,000 25.0 %

Dial 425,000 500,000 17.6 %

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________________________________________________________________________________________

Shults and Ms.

Green were not NEOs for the year 2021.

Collins left WES effective November 11, 2022.

The Board approved an increase to Mr.

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

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

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

Nebreda was not an NEO for the year 2022.

Additionally, Mr.

Nebreda was not a Section 16 officer when the Board approved compensation actions for the year 2023 in respect of the other NEOs.

As a result, Mr.

Ure approved the Partnership’s compensation actions in respect of Mr.

In accordance with our compensation philosophy, the Board approved an increase to each NEO’s salary to better align it with the median of the peer benchmark data for their respective positions.

Additionally, the salary increases for the non-CEO NEOs were based on internal compensation alignment considerations.

The approved salary increases positioned each NEO’s base salary slightly above or below 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.

Our Board did not make changes in 2023 to the general 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.

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

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

Our Board has determined that granting time-based units aligns the interests of our NEOs with our unitholders and, provides a forfeitable ownership stake to encourage executive retention.

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

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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”).

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

The Board established relative TUR as a performance criterion for 25% of the 2023 annual long-term incentive awards.

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

For the 2023 TUR awards, Zayla Partners reviewed the industry peer group and recommended broadening it to decrease the effect of individual Impacted Peers (defined below) over the performance period and increase the quality of the data sample provided.

The industry peer group for our 2023 TUR awards is listed below.

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

• Antero Midstream Corporation

• Equitrans Midstream Corporation

Companies that were added to the peer group for the 2023 TUR awards are marked with an asterisk.

Antero Midstream Corporation Kinetik Holdings Inc.*

Crestwood Equity Partners LP (1)

• 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.

Magellan Midstream Partners, L.P.

Energy Transfer LP* MPLX LP*

EnLink Midstream LLC ONEOK, Inc.*

Enterprise Products Partners L.P.* Plains All American Pipeline, L.P.

Equitrans Midstream Corporation Targa Resources Corp.

Genesis Energy LP* The Williams Companies*

_________________________________________________________________________________________

(1) Crestwood Equity Partners LP was acquired by Energy Transfer LP as of November 3, 2023.

(2) Magellan Midstream Partners, L.P.

was acquired by ONEOK, Inc.

as of September 25, 2023.

For the 2023 TUR awards, if during the performance period, a peer company files for bankruptcy or fails to meet the listing requirements of the relevant securities exchange, then the Partnership will drop such company to the bottom of the relative TUR percentile ranking.

If during the performance period, a peer company is acquired, ceases to exist, ceases to be publicly traded, spins off 25% or more of its assets, or sells all or substantially all of its assets (as applicable, an “Impacted Peer”), then the Compensation Committee may, in its discretion, (i) drop such company out of the peer group and recalculate the results, (ii) applying conventions the Compensation Committee deems appropriate under the circumstances, calculate such company’s ranking position at the time of such event and “freeze” its relative TUR percentile ranking, or (iii) drop such company to the bottom of the relative TUR ranking.

The Board’s determination in this regard may be made at any point prior to certifying the performance results of the 2023 TUR awards.

This approach grants the Compensation Committee the discretion to address unusual situations affecting our peer companies and ensures that the 2023 TUR awards remain aligned with the Partnership’s compensation philosophy and objectives.

In consultation with Zayla Partners, the Board approved a new payout scale for the 2023 TUR awards that strengthens our link to performance by rewarding top quartile performance with a maximum payout of 200% of target and providing for a zero payout for bottom quartile performance.

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%

For the 2023 TUR awards, the following table reflects the payout scale used to determine the number of TUR Units earned.

In the event performance falls between a whole percentile figure listed in the table below, the payout will be interpolated linearly.

WES TUR Payout Schedule

3 Year TUR Performance

≥ 25th ≥ 50th Percentile ≥ 75th Percentile

Payout Percentage of Target

50% 100% 200%

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.

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

Equity Awards Granted in 2023.

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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.

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

The target value of the 2023 annual equity awards granted to the NEOs reflect an increase of approximately 72%, on average, compared to their prior year target value of annual awards.

The target long-term incentive award increases position each of the NEO awards between the 50 th and 75 th percentiles of the benchmark data.

Total Target LTI Value ($) (1)

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Bourne 1,850,000 32,456 925,000 16,228 462,500 16,228 462,500

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

1,850,000 32,593 925,000 16,297 462,500 16,297 462,500

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

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

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

(3) Per the terms of Mr.

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, 2023 .

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ROA Units TUR Units

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

Paid at 173.3% of Target

Paid at 150% of Target

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

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Bourne 22,040 38,196 22,040 33,060

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

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

_________________________________________________________________________________________

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

(2) Per the terms of Mr.

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

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

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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

In February 2023, individual bonus targets were approved by the Board for each of our NEOs as noted in the table below.

The target bonuses as a percent of salary did not change from the 2022 targets.

2023 Target Bonus

Name $ % of Salary

Ure 1,125,000 125%

— — 320,000 80%

Dial 400,000 80%

Bourne 400,000 80%

— — 320,000 80%

475,000 100% 586,500 115%

_________________________________________________________________________________________

Shults and Ms.

Green were not NEOs for the year 2021.

Collins left WES effective November 11, 2022.

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

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.

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 operability, and obtaining new business over time, while achieving costs efficiencies and optimizing our financial profile.

The overall design and performance metrics under the 2023 WCB Program are generally the same as the 2022 WCB Program, but with changes to its operational and sustainability components.

With respect to its operational component, the Board approved replacing its “System Availability” metric with a “System Operability” metric.

The method for calculating System Operability is discussed in the footnotes to the table below.

In doing so, the Board determined that a metric based on System Operability better aligned with the Partnership’s business strategy of minimizing system downtime and continually improving customer service.

With respect to its sustainability component, the Board approved changing the 2022 WCB Program’s quantitative methane reduction metric to a qualitative metric regarding the implementation of certain initiatives related to Greenhouse Gas (“GHG”) emissions.

In doing so, the Board determined that a qualitative metric aligned more closely with the Partnership’s sustainability goals by giving management the discretion to pursue projects providing holistic outcomes, rather than those tied to a specific metric.

The continued inclusion of environmental and other sustainability metrics in the 2023 WCB Program supports our foundational pillar of sustainable operations through our commitment to the safety of our people, minimizing our emissions footprint, and improving our communities.

The table below reflects the Partnership’s 2023 performance metrics, performance targets and performance under these metrics.

Performance Metric Relative Weighting Factor WCB Program

Targets WCB Program Performance

WCB Program Performance

Actual Payout %

Financial Adjusted EBITDA (1)

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

Free Cash Flow (2)

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

Operational System Availability (3)

30% $956MM $1,043.0 60%

Operational System Operability (3)

20% 98% 98.2% 23%

Sustainability TRIR (4)

10% 0.43 0.42 11%

Employee Volunteer Participation (5)

4% 50% Participation 75.0% 8%

Methane Reduction 5% 5% Reduction 5.8%

Greenhouse Gas (6)

3% Qualitative Achieved

6% Qualitative Exceeded

_________________________________________________________________________________________

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

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

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.

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

It considers the ratio of actual throughput each day to the theoretical maximum throughput available to capture by the applicable system.

Loss of throughput due to volumes above firm targets and off-spec product do not count against operability.

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

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(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.

(6) WES set a qualitative goal to develop a GHG emissions reduction plan, including various internal initiatives to forecast GHG emissions and identify actionable emissions-reduction projects.

(7) The performance targets in the above table reflect the targets used by the Board in determining bonus payouts under the WCB Program, as discussed further below.

(8) Adjusted EBITDA and Free Cash Flow targets and results include the Board’s discretion to include the impact of the Meritage acquisition.

See Reconciliation of Non-GAAP Financial Measures under Part II, Item 7 of this Form 10-K.

2023 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.

In assessing the Partnership’s performance under the WCB Program, the Board considered our performance against the targets noted in the above table.

These performance targets were approved by the Board in February 2023, with exception to the Adjusted EBITDA and Free Cash Flow measures.

For Adjusted EBITDA and Free Cash Flow, the original targets approved were $2,132.0 million and $1,181.0 million, respectively.

In assessing WES’s performance under the WCB Program, the Board exercised its discretion and determined it was more appropriate to measure WES’s performance against the midpoint of the revised guidance the Partnership issued following the end of the second quarter 2023.

These revised targets reflected the impact of external factors (e.g., unforeseen shifts in customer activity) affecting our Adjusted EBITDA and Free Cash Flow results.

The Board also exercised its discretion to include the impact of the Meritage acquisition in the WCB Program targets and results.

Based upon the results described above and in recognition of the Partnership’s overall excellent performance, including exceptional achievement with respect to the Partnership’s core businesses, operational efficiency, and sustainability objectives, the Board approved a payout of 149% under the 2023 WCB Program.

S16 Discretionary Bonus Pool.

In 2023, the Board also approved an additional discretionary bonus pool under the WCB Program (the “S16 Discretionary Bonus Pool”) for the Partnership’s non-CEO Section 16 officers, which includes the other NEOs.

The S16 Discretionary Bonus Pool is equal to 20% of the aggregate base salaries of each non-CEO Section 16 officer, and may be funded in an amount of up to 40% of such aggregate base salaries (i.e.

20% multiplied by up to 200%).

Any S16 Discretionary Bonus Pool allocations, if any, shall be based on the recommendation of the CEO and Compensation Committee and are subject to the final approval of the Board.

For the S16 Discretionary Bonus Pool, the Board considered the recommendations of the CEO and the Compensation Committee in reviewing the individual performance of the non-CEO Section 16 officers.

Based on these recommendations and the Board’s own review, the Board approved a S16 Discretionary Bonus Pool of $0.651 million for the NEOs, allocated as set forth in the table below.

The CEO and Compensation Committee’s recommendation for the funding of the S16 Discretionary Bonus Pool was based on the outstanding performance of the non-CEO Section 16 officers (including the NEOs) towards achieving our company goals under the WCB Program.

The established pool was allocated to non-CEO Section 16 Officers in recognition of the efforts of:

Shults and Messrs.

Bourne and Dial on the Meritage acquisition, (b) Ms.

Shults and Mr.

Nebreda on the successful management of WES’s capital projects, (c) Mr.

Bourne on the achievement of significant commercial successes during the year, and (d) Mr.

Nebreda in leading a cross-functional team to implement information-technology systems to align with and streamline our critical work processes.

Actual Bonuses Earned for 2023.

The cash bonus awards for 2023 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.

Bonus ($) Board Assessment of 2022 WCB Program Cash Bonus

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

320,000 x 157% = 502,400

Dial 340,000 x 157% = 533,800

Bourne 340,000 x 157% = 533,800

Green 320,000 x 157% = 502,400

506,158 x 157% = 794,668

2023 WCB Program Corporate Performance Awards ($) (1)

S16 Discretionary Bonus Pool Allocation ($)

Total Cash Bonus

Ure 1,676,250 + N/A

596,000 + 156,167 = 752,167

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

The Board did not approve a change in Ms.

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

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

Dial 596,000 + 156,167 = 752,167

Bourne 596,000 + 156,167 = 752,167

596,000 + 182,194 = 778,194

_________________________________________________________________________________________

(1) Represents the bonuses attributed to WES’s performance against the performance metrics discussed above, calculated as their target bonus for the year multiplied by the 149% performance factor.

Indirect Compensation Elements

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These benefits are also provided to all other eligible employees.

We provide a limited number of perquisites, including reimbursement of financial counseling, tax preparation, and estate planning services expense up to $4,000 annually, and reimbursement for the cost of personal excess liability insurance.

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.

We provide a limited number of perquisites.

The expenses related to these perquisites are imputed and considered taxable income to the executive officers, as applicable, and no related tax gross-ups are provided.

Perquisites provided include reimbursement of financial counseling, tax preparation, and estate planning services expenses up to $4,000 annually, and reimbursement for the cost of personal excess liability insurance.

In addition, WES has a leased interest in an aircraft that is used primarily for business travel;

however, limited personal use by executive officers, including travel by family or invited guests, is allowed so long as any incremental costs associated with such personal use is reimbursed by the executive under a time-sharing agreement.

The incremental costs of the perquisites provided are included in the “All Other Compensation” column and supporting footnotes of the Summary Compensation Table.

For 2023, all incremental costs associated with personal travel by a named executive officer were reimbursed to us, such that there was no aggregate incremental cost related to such use.

Severance Benefits .

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• 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;

• An annual target bonus for the year of termination, prorated based on the participant’s date of termination, and paid when annual bonuses are paid to other senior executives of the Partnership;

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

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

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

• Outplacement services for up to nine months;

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• 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;

• An annual bonus for the year of termination determined based on the greater of target performance and actual performance, in each instance prorated based on the participant’s date of termination and paid when annual bonuses are paid to other senior executives of the Partnership;

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

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• 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.

A detailed discussion of the benefits under these plans is included in the Potential Payments Upon Termination or Change of Control section below.

Additional Compensation Policies and Provisions

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

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

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

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Equity Ownership Guidelines.

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

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

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

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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.

Per the terms of our 2023 long-term incentive awards that were granted under 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.

These clawback provisions are in addition to the provisions of the Clawback Policy for incentive compensation discussed in the following paragraph.

Clawback Policy .

In order to comply with applicable NYSE and SEC rules and to further align the interests of our executives and unitholders, the Board has approved the Clawback Policy.

The Clawback Policy requires WES to recover certain incentive-based compensation erroneously awarded to our executives if WES is required to prepare an accounting restatement due to its material noncompliance with applicable financial reporting requirements under the securities laws.

This includes any restatement required to correct a material error in previously issued financial statements, or to correct an error that would result in a material misstatement if the error were either corrected in the current period or left uncorrected in the current period.

For purposes of the Clawback Policy, incentive-based compensation includes compensation granted, earned or vested based upon WES’s attainment of specified financial reporting metrics.

This includes, but is not limited to, bonuses paid under the WCB Program to the extent based on financial reporting metrics, as well as ROA awards, TUR awards, and their associated distribution-equivalent rights.

The Clawback Policy applies to all incentive-based compensation received by our executives on or after October 2, 2023.

Recovery under the Clawback Policy will generally be limited to incentive-based compensation received by the applicable executive during the three completed fiscal years immediately prior to the date WES is required to prepare the restatement.

Prohibition Against Derivative Transactions and Hedging.

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Chief Executive Officer 2021 713,462 416,041 6,259,276 984,659 344,607 8,718,045

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

2023 484,615 756,167 2,044,566 216,000 149,836 3,651,184

Senior Vice President and 2022 362,731 — 1,807,184 502,400 68,558 2,740,873

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2023 485,577 562,194 2,042,963 216,000 142,872 3,449,606

Senior Vice President and

Chief Accounting Officer

Senior Vice President,

2022 — — — — — —

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

Business Services

2021 — — — — — —

(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.

_________________________________________________________________________________________

(1) For years 2023 and 2021, this column reflects (i) 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 years ended December 31, 2023 and 2021, and (ii) for 2023, also includes any allocations to the applicable NEO of the S16 Discretionary Bonus Pool, each as discussed in the Compensation Discussion and Analysis.

Shults’ 2023 bonus amount also includes a one-time retention bonus of $220,000 that was paid in 2023.

(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).

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The maximum values, assuming a 200% payout, of the 2023 ROA unit awards as of the grant date for Mr.

Green, and Mr.

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

Bourne, and Mr.

Nebreda were approximately $3.0 million, $0.93 million, $0.93 million, $0.93 million, and $0.93 million, respectively.

The maximum values, assuming a 200% payout, of the 2023 TUR unit awards as of the grant date for Mr.

Green, and Mr.

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

Bourne, and Mr.

Nebreda were approximately $4.3 million, $1.3 million, $1.3 million, $1.3 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.

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(4) The 2023 amounts are detailed in the table below:

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

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

Other ($) (i)

Ure 360,256 3,145 14,159 377,560

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_________________________________________________________________________________________

________________________________________________________________

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

Shults and Ms.

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

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

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

Collins left WES effective November 11, 2022.

(i) Amounts reflect cash payments under a one-time all-employee PTO buyback program, pursuant to which employees were compensated for PTO hours that would have otherwise been forfeited for the year.

Shults was not an NEO for the year ended December 31, 2021.

Nebreda was not an NEO for the years ended December 31, 2022 and 2021.

Grants of Plan-Based Awards in 2023

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.

The equity incentive plan and unit awards were granted pursuant to the Western Gas Partners, LP 2017 Long-Term Incentive Plan during 2023 to each of the NEOs as described below.

Non-Equity Incentive Plan Awards (WCB Program).

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If maximum levels of performance are achieved, the plan funding is capped at 200% of the aggregate target payout for all participants.

These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.

Equity Incentive Plan Awards (ROA Units and TUR Units).

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Time-Based Units 02/14/2023 — — — — — — 32,456 924,996

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

ROA Units 02/14/2023 — — — 4,057 16,228 32,456 — 462,498

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TUR Units 02/14/2023 — — — 9,412 16,228 32,456 — 657,072

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

Collins — — 586,500 — — — — — —

— — 400,000 — — — — — —

Time-Based Units 02/16/2023 — — — — — — 32,593 924,989

ROA Units 02/16/2023

— — — 4,074 16,297 32,594 — 462,509

TUR Units 02/16/2023 — — — 9,452 16,297 32,594 — 655,465

1 unchanged sentence

(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.

These values exclude any allocation of the S16 Discretionary Bonus Pool to the applicable NEO.

(2) The threshold payout disclosed is 25% of target for the ROA awards and 58% of target for the TUR awards.

For the TUR awards, if during the performance period a company is removed from the peer group, then the percentile ranking and threshold payout would be recalculated using the remaining companies, with the threshold payout beginning at 50% of target at the 25th percentile ranking.

(3) The amounts reflect the fair value on the grant date of the awards made to the NEOs in 2023 computed in accordance with FASB ASC Topic 718.

1 unchanged sentence

For a discussion of valuation assumptions for the awards, see Note 15—Equity-Based Compensation in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

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

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

Outstanding Equity Awards at Year-End 2023

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TUR Units — — 14,016 410,108

Time-Based Units — — — —

ROA Units — — 92,685 2,488,592

TUR Units — — 71,490 1,919,507

_________________________________________________________________________________________

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_______________________________________________________________

(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.

(i) Payment of these awards, earned for the performance period ending December 31, 2023, were made in February 2024 after the Board’s certification of the performance results.

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

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1/1/2022 to 12/31/2024 54,192 13,548 10,839 10,839 —

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

1/1/2023 to 12/31/2025 (ii)

45,264 13,957 13,957 13,957 14,016

(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.

________________________________________________________________

(i) Payment of these awards, earned for the performance period ending December 31, 2023, were made in February 2024 after the Board’s certification of the performance results.

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

(ii) The TUR Units outstanding for the performance period ending December 31, 2025, as listed in the table above, assume that any Impacted Peer(s) have been dropped to the bottom of the relative peer group ranking for purposes of determining WES’s relative total unitholder return performance ranking.

The treatment of Impacted Peers is discussed further in the Compensation Discussion and Analysis .

Option Exercises and Units Vested in 2023

8 unchanged sentences

Bourne 60,444 1,716,370

Green 9,776 266,514

Collins 78,173 2,171,499

38,598 1,090,779

_________________________________________________________________________________________

(1) The number of units acquired on vesting includes the time-based units that vested in 2023 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.

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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.

Eligible compensation includes base salary earnings and annual WCB Program payments.

Participants may direct contributions into investment options that mirror those provided under the Partnership’s 401(k) Plan.

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Ure $ — $ 316,756 $ 19,049 $ — $ 765,958

Shults — 25,863 — — 25,863

— 94,682 4,430 — 124,975

Christopher B.

1 unchanged sentence

Bourne — 150,730 22,140 — 374,213

Green — 104,397 (3,550) — 132,382

Collins — 150,450 (9,648) — 228,665

— 74,237 8,679 — 131,521

_________________________________________________________________________________________

(1) Reflects contributions earned for fiscal year 2023, although not credited to participant accounts until 2024.

2 unchanged sentences

Ure - $445,845;

Shults - $25,863;

Dial - $130,946;

Bourne - $209,120;

Collins - $87,863.

Nebreda - $0.

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).

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.

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

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

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

As of December 31, 2023, all of our NEOs were eligible for severance benefits under the ESP and CIC Plan.

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, 2023 and, where applicable, using the closing price of our common unit of $29.26 (as reported on the NYSE as of December 29, 2023).

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 2023 Table.

_________________________________________________________________________________________

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

Involuntary For Cause.

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Total $ — $ — $ — $ — $ —

Involuntary Not For Cause Termination.

Involuntary Not For Cause Termination or Good Reason Termination under the ESP.

As of December 31, 2023, the NEOs below were eligible for severance benefits under the ESP.

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.

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

The values for Ms.

Dial and Bourne, and Ms.

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

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

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

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

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

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

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

Good Reason Termination Under the ESP.

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:

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_________________________________________________________________________________________

(1) The cash severance is payable in lump sum, pursuant to the terms of the ESP.

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

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

The values for Ms.

Dial and Bourne, and Ms.

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

(2) 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.

Dial, Bourne, and Nebreda reflect 1.5 times the sum of their current base salary plus target bonus.

(2) The amounts reflect a prorated annual target bonus, assuming each NEO’s employment terminated on December 31, 2023.

(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, 2023.

In the event of an involuntary termination not for cause or a “Good Reason” termination, the performance units would be paid after the end of the performance period, based on actual performance.

Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

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

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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.

The following table reflects benefits payable under the CIC Plan to the NEOs in the event of (i) a change of control of WES and (ii) a subsequent qualifying termination event.

Under the CIC Plan, a change in control is deemed to have occurred in the event that:

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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.

Cash Severance (1)

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1,676,250 596,000 596,000 596,000 596,000

Pro-Rata Vesting of WES Equity Awards (3)

Accelerated Vesting of WES Equity Awards (3)

24,608,421 4,241,822 6,176,434 5,683,491 3,145,362

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The values for Ms.

Shults, Messrs.

Dial and Bourne, and Ms.

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

Shults, and Messrs.

Dial, Bourne, and Nebreda are calculated as 2.0 times 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.

The amounts reflect their actual bonuses awarded for 2023 under the WCB Program, as discussed in the C ompensation Discussion and Analysis and exclude any amounts awarded under the S16 Discretionary Bonus Pool.

(3) The amounts reflect the estimated current value of unvested time-based units and unvested performance units, based on performance to date, unless performance to date was below target, in which case we have assumed target performance, all as of December 31, 2023.

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.

Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

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

1 unchanged sentence

Death or Termination due to Disability

Cash Severance (1)

Accelerated Vesting of WES Equity Awards (1)

$ 24,392,833 $ 4,175,373 $ 6,109,986 $ 5,617,043 $ 3,078,620

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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.

Amounts include the value of the 2021 annual performance unit awards with performance periods that ended December 31, 2023, but were not settled until February 2024.

CEO Pay Ratio

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Ure, as reported in the Summary Compensation Table for this Item 11, was $9,565,657.

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

The annual total compensation for our median employee, calculated using the same methodology used for our NEOs in the Summary Compensation Table was $155,035.

Based on this information, for 2023, 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.

Ure’s total annual compensation was 62 times the annual total compensation of the median employee.

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

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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.”

• In compliance with the regulations, we are utilizing a new median employee after using the same one for the prior three years.

We identified the median employee for 2023 by using base salary earnings for all employees, excluding our CEO, who were employed by us on December 31, 2023.

We included all employees, whether employed on a full-time or part-time basis and did not make any estimates, assumptions, or adjustments to the data in identifying the median employee.

The methodology used in identifying the median employee is consistent with the methodology we used in prior years.

• 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 2023.

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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.

Accounting Restatements and Recovery Actions Under Clawback Policy

Item 402(w) of Regulation S-K (“Item 402(w)”) requires the Partnership to make certain disclosures in the event the Partnership is required to prepare an accounting restatement.

As of December 31, 2023, the Partnership has not been required to prepare an accounting restatement.

Therefore, no disclosures under Item 402(w) are required.

Option Awards and Material Nonpublic Information

Item 402(x) of Regulation S-K (“Item 402(x)”) requires the Partnership to disclose certain policies and practices regarding option awards, including how the Board takes material nonpublic information into account when determining the timing and terms of option awards.

The Partnership does not issue option awards.

Therefore, no disclosures under Item 402(x) are required.

Director Compensation

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During 2023, 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:

To assist in the 2023 annual review of director compensation, the Board directly retained Zayla Partners to provide benchmark compensation data and recommendations for the design of our non-employee director compensation program for the 2023 calendar year.

Following such review, no changes to director compensation were recommended for 2023.

Accordingly, compensation for non-employee directors during 2023 consisted of the following:

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

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185,181,578 48.7%

Ure 292,051 *

Shults 40,997 *

2 unchanged sentences

Dial 132,602 *

Green 28,425 *

Forthuber — *

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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.

(2) Occidental is the ultimate parent company of each of the following entities and may, therefore, be deemed to beneficially own the units held by such entities.

Western Gas Resources, Inc.

owns 156,219,520 common units, APC Midstream Holdings, LLC owns 457,849 common units, WGRAH owns 14,139,260 common units, and Anadarko USH1 Corporation owns 14,364,949 common units of WES.

(3) Common units held in a margin account.

However, there are currently no margin borrowings associated with this account.

(4) Includes 1,440 common units held in a margin account.

6 unchanged sentences

Denver, CO 80203 32,322,784 (1)

Common Units Invesco Ltd.

1331 Spring Street NW, Suite 2500

Atlanta, GA 30309

23,514,801 (2)

_________________________________________________________________________________________

(1) Based upon its Schedule 13G/A filed February 5, 2024, with the SEC with respect to Partnership securities held as of December 31, 2023, ALPS Advisors, Inc.

(“ALPS”) has shared voting and dispositive power as to 32,322,784 common units and Alerian MLP ETF, a fund controlled by ALPS, also has shared voting and dispositive power as to 32,151,085 of the common units held by ALPS.

(2) Based upon its Schedule 13G filed February 9, 2024, with the SEC with respect to Partnership securities held as of December 31, 2023, Invesco Ltd.

has shared voting power as to 23,514,801 common units and dispositive power as to 23,347,060 common units.

Securities Authorized for Issuance Under Equity Compensation Plan

52 unchanged sentences

Gain (loss) on divestiture and other, net — (1,756) 420

Interest income – Anadarko note receivable — — 11,736

_________________________________________________________________________________________

1 unchanged sentence

(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).

(3) Balances for the years ended December 31, 2022 and 2021, include equity - based compensation expense allocated to the Partnership 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.

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

Consolidated balance sheets

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Other liabilities (2)

335,320 268,399

Total liabilities 378,840 312,305

1 unchanged sentence

(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 contract liabilities from contracts with customers.

See Note 2—Revenue from Contracts with Customers in the Notes to Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Consolidated statements of cash flows

3 unchanged sentences

Capital expenditures — (470) (2,000)

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

Contributions to equity investments - related parties (1,153) (9,632) (4,435)

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

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

Finance lease payments (3)

Unit repurchases from Occidental (3)

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(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.

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

The following tables summarize material related-party transactions for WES Operating (which are included in our consolidated financial statements) to the extent the amounts differ from our consolidated financial statements:

Consolidated statements of operations

4 unchanged sentences

_________________________________________________________________________________________

(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).

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

Balances for the years ended December 31, 2022 and 2021, include 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.

The balance for the year ended December 31, 2021, also include amounts charged by Occidental pursuant to the shared service agreement (see Services Agreement within this Item 13).

Consolidated balance sheets

thousands 2023 2022

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

Other current assets $ 1,235 $ 1,487

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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.

For this reason, Anadarko is not liable for any obligations under the Brasada gas processing agreement after June 30, 2023.

For all periods presented, Mesquite 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.

3 unchanged sentences

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.

Operation and maintenance expense includes amounts accrued for or paid to related parties for field - related costs, shared field offices, and easements (see Related-party commercial agreement below) supporting our operations at certain 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.

See Marketing Transition Services Agreement in the section above.

Related - party expenses bear no direct relationship to related - party revenues, and third - party expenses bear no 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.

Occidental performed certain centralized corporate functions for us and WES Operating pursuant to the agreement dated as of December 31, 2019, by and among Occidental, Anadarko, and WES Operating GP (“Services Agreement”).

Most of the administrative and operational services previously provided by Occidental fully transitioned to us by December 31, 2021, with certain limited transition services remaining in place pursuant to the terms of the Services Agreement.

Construction reimbursement agreements and purchases and sales with related parties .

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The present value of the reduced usage fees under the CUA was $30.0 million at the time the agreement was executed.

Also, as a result of the amendments under the CUA, these agreements are classified as operating leases and a $30.0 million right-of-use (“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 through 2038, the remaining term of the agreements.

Indemnification agreements with directors and officers.

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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

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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.

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.

24 Twelfth Supplemental Indenture, dated as of April 4, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, 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 April 5, 2023, File No.

25 Form of 6.150% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on April 5, 2023, File No.

25 Thirteenth Supplemental Indenture, dated as of September 29, 2023, by and between Western Midstream Operating, LP, as Issuer, and Computershare Trust Company, 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 September 29, 2023, File No.

26 Form of 6.350% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2, which is included as Exhibit A to Exhibit 4.1 to Western Midstream Operating, LP’s Current Report on Form 8-K filed on September 29, 2023, File No.

1 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.

2 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.

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.

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.

3 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.

Number Description

4 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.

1 unchanged sentence

6 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, 2022, File No.

Number Description

7 Western Midstream Partners, LP Executive Change in Control Severance Plan (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 9, 2021, File No.

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

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

8 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.

9 Form of 2021 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 10, 2021, File No.

5 unchanged sentences

14 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.

18 Form of Award Agreement for o utside directors under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Western Gas Equity Partners, LP’s Registration Statement on Form S-8 filed on January 30, 2013, File No.

19 Western Midstream Partners, LP Incentive Compensation Program.

20 Form of 2020 Phantom Unit Award Agreement (Time-Based Awards) (incorporated by reference to Exhibit 10.2 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on February 14, 2020, File No.

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.

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.

15 Form of Award Agreement for outside 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.

16 Western Midstream Partners, LP Incentive Compensation Program (incorporated by reference to Exhibit 10.19 to Western Midstream Partners, LP’s Annual Report on Form 10-K filed on February 22, 2023, File No.

17 Form of 2023 Phantom Unit Award Agreement (TUR Awards) (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on May 3, 2023, File No.

18 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.

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.

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.

19 Fourth Amended and Restated Revolving Credit Agreement, dated as of April 6, 2023, 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 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on April 10, 2023, File No.

Number Description

26 Second Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of December 31, 2019, among Western Midstream Operating, LP, as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on January 6, 2020, File No.

27 Third Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of June 14, 2022, among Western Midstream Operating, LP (f/k/a Western Gas Partners, LP), as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on June 21, 2022, File No.

28 364-Day Credit Agreement, dated as of December 19, 2018, among Western Gas Partners, LP, Barclays Bank PLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Western Gas Partners, LP’s Current Report on Form 8-K filed on December 20, 2018, File No.

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.

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.

10 20 Form of Commercial Paper Dealer Agreement between WES Operating, as Issuer, and the Dealer party thereto, for the Commercial Paper Program (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Current Report on Form 8-K filed on November 16, 2023, File No.

21 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.

9 unchanged sentences

27 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.

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.

28 Second Amendment to Gas Gathering Agreement by and between Delaware Basin Midstream LLC and Anadarko E&P Onshore LLC, effective as of the May 1, 2023 (incorporated by reference to Exhibit 10.1 to Western Midstream Partners, LP’s Quarterly Report on Form 10-Q filed on August 8, 2023, File No.

1 List of Subsidiaries of Western Midstream Partners, LP.

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

Number Description

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

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

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Western Midstream Operating, LP.

Number Description

1 Western Midstream Partners, LP Incentive Policy on Recoupment of Incentive Compensation.

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)

61 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures