Sunoco 2014 Annual Report Download - page 123

121
SUMMARY COMPENSATION TABLE
The Summary Compensation Table reflects the total compensation earned by each NEO in each of 2014, 2013 and 2012
(or such shorter period of time during which such individual served as an executive officer of the general partner):
Name and
Principal
Position Year Salary ($) Unit Awards (1)
($)
Non-Equity
Incentive Plan
Compensation (2)
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings (3)
($)
All Other
Compensation (4)
($) Total ($)
M. J. Hennigan 2014 600,000 3,941,118 810,000 263,923 813,504 6,428,545
President and Chief 2013 574,750 5,242,400 810,000 — 336,262 6,963,412
Executive Officer 2012 539,716 6,533,065 956,174 — 292,351 8,321,306
M. Salinas, Jr. (5) 2014 n/a 457,046 n/a n/a 37,699 494,745
Chief Financial Officer 2013 n/a 918,464 n/a n/a 19,562 938,026
2012 n/a n/a n/a n/a n/a n/a
K. Shea-Ballay 2014 313,875 494,660 300,000 13,785 139,988 1,262,308
Senior Vice President, 2013 310,000 873,390 278,000 — 74,559 1,535,949
General Counsel & Secretary 2012 290,500 212,582 222,775 19,610 22,606 768,073
K. Lauterbach (6) 2014 317,419 484,752 300,000 23,462 130,043 1,255,676
Senior Vice President, 2013 313,500 873,390 283,000 489 113,900 1,584,279
Lease Acquisitions
D. Chalson (6) 2014 269,806 469,937 300,000 49,288 84,948 1,173,979
Senior Vice President, 2013 266,475 873,390 285,000 15,764 47,033 1,487,662
Operations
NOTES TO TABLE:
(1) The amounts shown in this column reflect the aggregate grant date fair value of restricted unit awards under the LTIP, calculated in
accordance with FASB ASC Topic 718. See Note 14 to our consolidated financial statements for fiscal 2014 for additional detail
regarding assumptions underlying the value of these equity awards. In addition to the awards approved by the Compensation
Committee at its regularly scheduled meetings in December 2014, January 2014, December 2013, January 2013, February 2012 and
January 2012, the amounts shown in this column also reflect the grant of time-based units to Mr. Hennigan, effective December 5,
2012, pursuant to his Offer Letter following the Merger with ETP. Prior to the Merger, the Compensation Committee granted equity
awards in January of the following year for performance during the previous year. Under the ETP compensation methodology,
equity awards are granted in December of the performance year. Because of the timing of the transition to ETP's compensation
methodology, the Compensation Committee continued the pre-Merger practice for the equity awards for performance during 2012
with such awards being granted in January 2013. Upon transitioning to ETP's compensation methodology, the equity awards for
performance during 2013 were granted in December 2013 rather than January 2014 (which would have been the case under our pre-
Merger compensation methodology). Thus, the amounts shown in this column for 2013 include equity awards granted for
performance in both the 2012 (the January 2013 grants), and 2013 (the December 2013 grants) fiscal years. In fiscal 2014, the
Partnership did, and going forward, it is expected to, grant equity awards only once in December of the performance year; provided
that, in January 2014, the Compensation Committee approved an additional grant of restricted units to Mr. Hennigan for his
performance during 2013.
(2) The amounts shown in this column reflect (i) annual bonuses payable under the Restated ASIP for performance during 2014, which
are payable on or before March 15, 2015, (ii) annual bonuses paid under the ASIP (which was replaced by the Restated ASIP in
2014) for performance during 2013, which were paid on or before March 15, 2014, and (iii) annual incentive amounts paid under
the Sunoco Partners LLC Annual Incentive Plan (which was replaced by the ASIP in 2013) for performance during 2012, which
were paid on or before March 15, 2013. Under the Sunoco Partners LLC Annual Incentive Plan, an individual's annual incentive
payout amount was determined by multiplying: (a) the product of his or her base salary and individual incentive guideline by (b) a
factor ranging from zero to 200 percent, based upon the level of attainment of specific pre-established goals.
(3) The amounts shown in this column reflect the change in present value for all defined benefit pension plans and supplemental
executive retirement plans in which the NEOs participated. Pursuant to Mr. Hennigan's Offer Letter, he waived any future rights or
benefits to which he otherwise would have been entitled under both the SERP and the Pension Restoration Plan. As a consequence,
the year-to-year change in actuarial present value of his pension benefits under the Sunoco plans in 2012 was negative. The year-to-
year change in actuarial present value of Mr. Hennigan's and Ms. Shea-Ballay's pension benefits under the Sunoco plans for 2013
was negative because the discount rate used in the assumptions to value the lump sum pension benefit was higher in 2013 than it
was in 2012. The assumed higher rate results in a lower present value of benefits. The applicable disclosure rules require the change
in pension value be shown as "$0" if the actual calculation of the change in pension value is less than zero (i.e., a decrease). The