Sunoco 2012 Annual Report Download - page 159

The following table reflects the compensation earned by each of the former non-employee directors of our
general partner prior to October 2012:
Name
Fees Earned
or Paid in
Cash(1)
($)
Stock
Awards(2)
($)
All Other
Compensation(3)
($)
Total
($)
L.W. Berry, Jr. (4) .................................. 49,500 n/a 1,327,991 1,377,491
Former Independent Director
S.L. Cropper ..................................... 54,750 n/a 989,838 1,044,588
Former Independent Director
W. H. Easter, III .................................. 43,849 n/a 35,617 79,466
Former Independent Director
G. W. Edwards ................................... 43,849 n/a 35,617 79,466
Former Independent Director
P.L. Frederickson (5) ............................... 52,125 n/a 572,513 624,638
Former Independent Director
W. R. Silver ...................................... n/a n/a 372,219 372,219
Former Independent Director
NOTES TO TABLE:
(1) The amounts shown in this column reflect the gross cash payments of applicable retainers and fees received
by directors during 2012
(2) The annual retainer in the form of restricted units (automatically deferred, in accordance with terms of the
Sunoco Partners LLC Directors’ Deferred Compensation Plan), was converted to cash and paid out
following the Merger.
(3) Amounts shown in this column reflect the liquidation and gross cash payout of each director’s outstanding
deferred compensation account balance following the Merger with ETP, and related termination of Board
service.
(4) Mr. Berry made an election to defer, for six months following a change of control, the accelerated payout of
certain of the restricted units in his deferred compensation account. At December 31, 2012, there were 4,499
restricted units subject to this deferral election in Mr. Berry’s account. These units will be paid out in cash
in April 2013, at a value equal to the aggregate average trading price for a like number of the Partnership’s
common units during the ten-day period immediately preceding the payout.
(5) Mr. Frederickson made an election to defer, for six months following a change of control, the accelerated
payout of certain of the restricted units in his deferred compensation account. At December 31, 2012, there
were 3,035 restricted units subject to this deferral election in Mr. Frederickson’s account. These units will
be paid out in cash in April 2013, at a value equal to the aggregate average trading price for a like number of
the Partnership’s common units during the ten-day period immediately preceding the payout.
COMPENSATION PRACTICES AS THEY RELATE TO RISK MANAGEMENT
The Compensation Committee has oversight responsibility to ensure that our incentive compensation
programs do not incentivize or encourage excessive or unnecessary risk-taking/wrong behavior. The following is
a description of the compensation risk assessment process, as well as a description of our compensation risk
mitigation techniques.
An executive’s compensation package includes a mix of base salary, cash-based short-term incentives, and
equity-based long-term incentives. The mix is designed to balance the emphasis on short-term and long-term
performance. Performance metrics applicable to short-term and long-term incentives have included a mix of
financial and non-financial goals, some of which have been relative to our performance peers, such as the LTIP
Peer Group. For example, for the 2012 annual incentive, the metrics included cash flow from operations,
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