Sunoco 2014 Annual Report Download - page 141

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DIRECTOR COMPENSATION
Compensation Philosophy: The Board believes that the compensation program for independent directors should be
designed to attract experienced and highly qualified individuals; provide appropriate compensation for their commitment and
contributions to us and our unitholders; and align the interests of the independent directors and unitholders. The Board may
engage a third-party compensation consultant to benchmark director compensation against other pipeline companies, and
general industry, and to provide advice regarding "best practices" and trends in director compensation. Independent directors
are compensated partly in cash and partly in restricted units, representing limited partnership interests in us. Currently, except
as described below with respect to grants of restricted units under the LTIP to Messrs. McCrea, Welch and Mason, directors
who are also employees of our general partner, or its affiliates, receive no additional compensation for service on the general
partner's Board or any committees of the Board. As such, those officers, except for Messrs. McCrea, Welch and Mason as set
forth below, are not included in the narrative or tabular disclosures below.
Each independent director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or
committees, including room, meals and transportation to and from the meetings. When traveling on Partnership business, a
director occasionally may be accompanied by a spouse. Directors also may be reimbursed for attendance at qualified third-
party director education programs.
Each director will be indemnified fully by us for actions associated with being a member of our general partner's Board,
to the extent permitted under applicable state law.
Our program of compensation for non-employee directors was approved by our general partner following the
consummation of the Merger and became effective during the 2013 calendar year. This director compensation program consists
of an annual cash retainer and equity award for all directors, which were $50,000 in cash (paid quarterly) and 2,668 restricted
units under the LTIP, having a fair market value equal to approximately $100,000 on the date of grant, respectively, for each
director in 2014. In addition, the director compensation program includes:
• annual retainers for the chairs of the Audit Committee and Compensation Committee, which were $15,000
and $7,500, respectively, in cash (paid quarterly) for 2014;
• annual retainers for the members of the Audit Committee and Compensation Committee, which were $10,000
and $5,000, respectively, in cash (paid quarterly) for 2014; and
• per meeting fees for the members of the Audit Committee and Compensation Committee, which were $1,200
and $1,200, respectively, in cash per meeting for 2014.
The members of the Conflicts Committee did not receive compensation during 2014 because they did not meet to
evaluate any transactions during 2014.
In January 2014, each non-employee director received 2,668 restricted units under the LTIP, having a fair market value of
approximately $100,000 on the date of grant, representing such directors' annual equity award for 2014. In addition, in January
2015, each non-employee director received 2,336 restricted units under the LTIP, having a fair market value of approximately
$100,000 on the date of grant, representing such directors' annual equity award for 2015. These restricted units vest 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 each director's continued service through each specified vesting date.
Mr. McCrea, the Chairman of the Board of Directors and the President, Chief Operating Officer and Director of ETP's
general partner, Mr. Welch, our director and the Group Chief Financial Officer and Head of Business Developments for the
Energy Transfer family, and Mr. Mason, our director and the Senior Vice President, General Counsel and Secretary of ETP's
general partner, are entitled to receive grants of restricted units pursuant to the LTIP in recognition of their commitment and
contributions to us and our unitholders. In January 2014, Mr. Welch received 10,900 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 service as a director through each specified vesting date. In December 2014,
the Compensation Committee approved grants of restricted units to Messrs. McCrea, Welch and Mason of 41,136 restricted
units, 15,117 restricted units and 15,117 restricted units, respectively. These units vest, based on continued service as a director,
at a rate of 60 percent after the third year of continuous service and the remaining 40 percent after the fifth year of continuous
service.
All restricted units granted to the directors entitle their holders to receive, with respect to each common unit subject to
such restricted unit that has not either vested or been forfeited, a cash payment equal to each cash distribution per common unit
made by us on our common units promptly following each such distribution by us to our unitholders.