Sunoco 2014 Annual Report Download - page 115

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ITEM 11. EXECUTIVE COMPENSATION
We do not have any employees. Instead, we are managed by our general partner, and the executive officers of our general
partner perform all of our management functions. Except as set forth below with respect to Mr. Salinas, we pay 100 percent of
the compensation of the executive officers and employees of our general partner. The executive officers and employees of our
general partner also participate in employee benefit plans and arrangements sponsored by our general partner or its affiliates.
In this Item 11, all amounts of our units, including equity awards in the form of restricted units, reflect the second quarter
2014 two-for-one split of our units. See Note 12 to our consolidated financial statements for fiscal 2014 for additional detail
regarding the unit split.
COMPENSATION DISCUSSION AND ANALYSIS
Named Executive Officers
This Compensation Discussion and Analysis ("CD&A") is focused on the total compensation of the named executive
officers of our general partner as set forth below. ETP controls our general partner and owns a significant limited partner
interest in us. Mr. Salinas is the Chief Financial Officer of ETP's general partner. During 2014, Mr. Salinas' primary business
responsibilities were for ETP, but he also rendered services to us principally in respect of capital market and financing matters.
The compensation committee of ETP's general partner sets the components of Mr. Salinas' compensation, including salary,
long-term incentive awards and annual bonus. However, a portion of Mr. Salinas' annual long-term incentive compensation has
been approved and awarded by the Compensation Committee of our general partner in recognition of his services to the
Partnership. In December 2014, Mr. Salinas received an equity award from the Partnership in the form of 9,502 restricted units,
granted pursuant to the LTIP, vesting over a five-year period, with 60 percent vesting at the end of the third year and the
remaining 40 percent vesting at the end of the fifth year, subject to his continued employment through each specified vesting
date. These restricted units represent 33 percent of Mr. Salinas' total long-term incentive compensation as approved by the
compensation committee of ETP's general partner. The restricted units entitle Mr. Salinas to receive, with respect to each
common unit, subject to such restricted unit that has not either vested or been forfeited, a distribution equivalent right cash
payment promptly following each such distribution by us on our common units to our unitholders.
During 2014, the following individuals, with the exception of Mr. Salinas, as described above, were employees of our
general partner and rendered their services solely to us. Throughout the CD&A discussion, the following individuals are
referred to as the Named Executive Officers ("NEOs") and are included in the Summary Compensation Table:
Michael J. Hennigan - President and Chief Executive Officer
Martin Salinas, Jr. - Chief Financial Officer
Kathleen Shea-Ballay - Senior Vice President, General Counsel and Secretary
Kurt A. Lauterbach - Senior Vice President, Lease Acquisitions
David R. Chalson - Senior Vice President, Operations
Compensation Philosophy and Objectives
Our compensation philosophy and objectives are consistent with those set by ETP and are based on the premise that a
significant portion of each executive's total compensation should be incentive-based or "at-risk" compensation. We also share
ETP's philosophy that executives' total compensation levels should be competitive in the marketplace for executive talent and
abilities. Our general partner seeks a total compensation program that provides for an annual base compensation rate slightly
below the median market (i.e., approximately the fortieth percentile of market) but incentive-based compensation composed of
a combination of compensation vehicles to reward both short- and long-term performance that are both targeted to pay out at
the approximate top-quartile of market. Our general partner believes the incentive-based balance is achieved by (i) the payment
of annual discretionary cash bonuses that consider the achievement of the Partnership's financial performance objectives for a
fiscal year set at the beginning of such fiscal year and the individual contributions of our NEOs to the success of the
Partnership and the achievement of the annual financial performance objectives, and (ii) the annual grant of time-based
restricted unit awards under the LTIP, which awards are intended to provide a long-term incentive and retentive value to our
key employees to focus their efforts on increasing the market price of our publicly traded units and to increase the cash
distribution we pay to our unitholders.