Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Crestwood Equity Partners LP ("Crestwood" or the "Partnership") issued a press
release on January 18, 2022 announcing that the board of directors (the "Board")
of Crestwood Equity GP LLC (the "General Partner"), the general partner of the
Partnership, promoted Robert Halpin to President of the Partnership and Diaco
Aviki to Executive Vice President, Chief Operating Officer of the Partnership
effective January 18, 2022. As a result of Mr. Halpin's promotion, Mr. Robert G.
Phillips, who previously served as Chairman, President and Chief Executive
Officer, will continue to serve as Chairman of the Board and Chief Executive
Officer and Mr. Halpin will continue to serve in his prior role as Chief
Financial Officer of the Partnership.
Mr. Halpin, age 37, has been with the Partnership and its predecessor since 2012
and in his time with Crestwood has played an integral role in the development
and execution of its corporate and financial strategy. In his new role,
Mr. Halpin will be responsible for leading all of Crestwood's commercial,
operations, engineering and project management, sustainability and financial
activities.
In connection with Mr. Halpin's appointment as President and Chief Financial
Officer, the compensation committee of the Board approved the following
compensation for Mr. Halpin, a base salary of $600,000.00 to be effective
January 1, 2022, a target bonus of 120% of base salary an a target restricted
unit equity award of 275% for the 2022 fiscal year granted and he will be
eligible to receive awards of performance units comparable to the awards made to
similarly situated executives.
In satisfaction of the disclosure required by Items 401(b) and 401(e) of
Regulation S-K, the section of the Partnership's Annual Report on Form 10-K for
the year ended December 31, 2020, filed with the Securities and Exchange
Commission on February 26, 2021, entitled "Directors and Executive Officers" is
incorporated by reference herein. With respect to the disclosure required by
Item 401(d) of Regulation S-K, there are no family relationships between
Mr. Halpin and any director or executive officer of the Partnership. With
respect to Item 404(a) of Regulation S-K, there are no relationships or related
transactions between Mr. Halpin and the Partnership that would be required to be
reported.
Diaco Aviki, age 48, formerly Senior Vice President of Business Development and
Commercial Operations, has been with the Crestwood organization since 2017 and
has played a critical role in the commercial success of Crestwood across its
gathering and processing operations. In his new role, Mr. Aviki will be
responsible for overseeing Crestwood's commercial, business development, field
operations, engineering and project management functions which primarily support
the Partnership's North American gathering and processing business. Prior to
joining Crestwood, Mr. Aviki served as the Head of Midstream Commercial for BHP.
With respect to the disclosure required by Item 401(d) of Regulation S-K, there
are no family relationships between Mr. Aviki and any director or executive
officer of the Partnership. With respect to Item 404(a) of Regulation S-K, there
are no relationships or related transactions between Mr. Aviki and the
Partnership that would be required to be reported.
In connection with Mr. Aviki's appointment as Executive Vice President, Chief
Operating Officer, Crestwood Operations LLC and Mr. Aviki entered into an
Amended and Restated Employment Agreement (the "Employment Agreement"). The
initial term of the Employment Agreement is one year from the effective date of
such agreement, with automatic extensions for additional one-year periods unless
either party provides at least thirty days' advance written notice of
non-renewal.
Mr. Aviki will receive an annual base salary of $400,000.00. In addition, for
the 2022 bonus year, Mr. Aviki's target annual bonus will be equal to 90% of his
base salary and his target restricted unit grant level will be equal to 200% of
his base salary and he will be eligible to receive awards of performance units
comparable to the awards made to similarly situated executives.
Under the terms of the Employment Agreement, if Mr. Aviki's employment is
terminated without "employer cause" or Mr. Aviki resigns due to "employee cause"
or Mr. Aviki's employment terminates as a result of death or permanent
disability, Mr. Aviki will be entitled to receive severance equal to two times
the sum of his base salary and average annual bonus for the prior two years,
payable in equal installments over an 18-month period following termination.
The foregoing description of the Employment Agreement is subject to, and is
qualified in entirety by, the full text of the Employment Agreement, which is
[attached hereto as Exhibit 10.1 and incorporated by reference into this Item
5.02.
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Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the executive officer appointments is
furnished as Exhibit 99.1 to this Current Report and is incorporated herein by
reference.
The information in this Item 7.01 (including the exhibit) shall not be deemed to
be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section and is not incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Description
10.1 Employment Agreement between Diaco Aviki and Crestwood Operations
LLC, dated January 18, 2022.
99.1 Press Release issued on January 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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