USA Compression Partners LP
For the period ended Dec 31, 2024. Filed Feb 11, 2025.
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FY2024 · Filed Feb 11, 2025
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Item 9B. Other Information
In connection with recent changes to the business, the Partnership and Eric A. Scheller, our Vice President and Chief Operating Officer, engaged in discussions regarding Mr. Scheller’s role and mutually came to an agreement that it would be in the best interests of Mr. Scheller and the Partnership for Mr. Scheller to terminate his employment with the Partnership. Our Compensation Committee approved a separation package for Mr. Scheller on February 10, 2025, and Mr. Scheller’s last day at the Partnership is expected to be April 4, 2025. The Partnership expresses its appreciation to Mr. Scheller for his dedicated service and significant contributions to the Partnership and wishes him well in his future endeavors.
In connection with Mr. Scheller’s departure, Mr. Scheller and the General Partner intend to enter into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Scheller Separation Agreement”). The Scheller Separation Agreement will become effective after execution and the expiration of a seven (7) day revocation period. The Scheller Separation Agreement will provide for the following: (i) a separation payment of $432,600, less all required governmental payroll deductions and withholdings; (ii) accelerated vesting of 81,286 phantom units to be settled up to 50% in cash, less all required governmental payroll deductions and withholdings, and (iii) a lump-sum payment equal to the full cost of the premium for eight (8) months of health insurance coverage under the Partnership’s health insurance plan.
The Scheller Separation Agreement will include, among other things, (i) a standard release of claims in favor of our General Partner, its parent entities, specifically including Energy Transfer, and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; (ii) a twenty-four (24) month restrictive covenant provision whereby Mr. Scheller acknowledges obligations with respect to competition and solicitation of customers and employees; (iii) a mutual non-disparagement clause (applicable to officers and directors of the General Partner); (iv) a confirmation and acknowledgement by Mr. Scheller of his obligations with respect to proprietary and confidential information; and (v) a twenty-four (24) month cooperation clause.
On February 10, 2025, G. Tracy Owens, our Vice President of Finance and Chief Accounting Officer informed the Partnership of his intention to retire effective March 3, 2025. The Partnership thanks Mr. Owens for his many years of service and important contributions to the Partnership, and wishes him well in the future.
In connection with Mr. Owens’s retirement, Mr. Owens and the General Partner intend to enter into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Owens Retirement Agreement”). The Owens Retirement Agreement will become effective after execution and the expiration of a seven (7) day revocation period. The Owens Retirement Agreement will provide for the following: (i) a payment of $115,875, less all required governmental payroll deductions and withholdings; (ii) accelerated vesting of 12,765 phantom units to be settled up to 50% in cash, less all required governmental payroll deductions and withholdings, and (iii) a lump-sum payment equal to the full cost of the premium for nine (9) months of health insurance coverage under the Partnership’s health insurance plan.
The Owens Retirement Agreement will include, among other things, (i) a standard release of claims in favor of our General Partner, its parent entities, specifically including Energy Transfer, and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; (ii) a twelve (12) month restrictive covenant provision whereby Mr. Owens acknowledges obligations with respect to competition and solicitation of customers and employees; (iii) a mutual non-disparagement clause (applicable to officers and directors of the General Partner); (iv) a confirmation and acknowledgement by Mr. Owens of his obligations with respect to proprietary and confidential information; and (v) a twenty-four (24) month cooperation clause.
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed the Company of theadoption, modification ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
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