Sunoco 2013 Annual Report Download - page 119

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SUMMARY COMPENSATION TABLE
The Summary Compensation Table reflects the total compensation earned by each NEO in each of 2013, 2012 and 2011
(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 2013 574,750 5,242,400 810,000 — 336,262 6,963,412
President and Chief 2012 539,716 6,533,065 956,174 — 292,351 8,321,306
Executive Officer 2011 488,300 881,954 680,200 589,142 59,536 2,699,132
M. Salinas, Jr. (5) 2013 n/a 918,464 n/a n/a 19,562 938,026
Chief Financial Officer 2012 n/a n/a n/a n/a n/a n/a
K. Shea-Ballay 2013 310,000 873,390 278,000 — 74,559 1,535,949
Senior Vice President, 2012 290,500 212,582 222,775 19,610 22,606 768,073
General Counsel &
Secretary 2011 264,000 117,307 204,900 23,387 21,629 631,223
K. Lauterbach (6) 2013 313,500 873,390 283,000 489 113,900 1,584,279
Senior Vice President,
Lease Acquisitions
D. Chalson (6) 2013 266,475 873,390 285,000 15,764 47,033 1,487,662
Senior Vice President,
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 2013 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 January 2013, December 2013, January 2012, February 2012 and January 2011, 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 include equity awards granted for performance in both the 2012 (the January
2013 grants) and 2013 (the December 2013 grants) fiscal years. Going forward, it is expected that annual equity awards for
performance will be made in December of the performance year.
(2) The amounts shown in this column reflect annual bonuses payable under the Bonus Plan for performance during 2013, which are
payable on or before March 15, 2014, and annual incentive amounts paid under the Annual Incentive Plan (which was replaced by
the Bonus Plan in 2013) for performance during 2012 and 2011, which were paid on or before March 15, 2013 and March 15, 2012,
respectively. Under the 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 agreement with ETP, in
connection with the Merger, 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 decrease in pension value for Mr. Hennigan was $2,140,896 for 2012. The
decrease in pension value for Mr. Hennigan and Ms. Shea-Ballay was $199,350 and $17,954, respectively, for 2013. NEOs did not
have any above-market or preferential payments on deferred compensation during 2013, 2012, or 2011. During 2012 and 2011,
certain NEOs had deferred amounts under the Sunoco, Inc. Savings Restoration Plan (the “Savings Restoration Plan”), an excess 401