Sunoco 2015 Annual Report Download - page 113

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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 Martin Salinas, Jr., 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.
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. During his tenure in 2015 as an officer of our general partner, Mr. Salinas was also the Chief Financial Officer of
ETP's general partner. Effective March 3, 2015, Mr. Salinas resigned as the Chief Financial Officer of our general partner, and
effective April 30, 2015, he resigned as a member of the Board. Mr. Salinas had been Chief Financial Officer of the general
partner and a member of the Board since October 2012. Peter J. Gvazdauskas, who had been our general partner's Vice
President, Finance and Treasurer since January 2012, succeeded Mr. Salinas as Chief Financial Officer effective March 3, 2015.
During 2015, 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 set 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 was approved and awarded by the Compensation Committee of our general partner in
recognition of his services to the Partnership. Mr. Salinas and ETP entered into a Separation and Non-Solicit Agreement and
Full Release of Claims (the "Separation Agreement"), which Separation Agreement became effective, after expiration of a
revocation period, on May 9, 2015. The Separation Agreement, amongst other things, provided for the acceleration of the
vesting of all unvested restricted units awarded to Mr. Salinas pursuant to the terms of the LTIP. As of May 9, 2015, Mr. Salinas
had outstanding awards amounting to 32,600 restricted units under the LTIP that were otherwise not scheduled to vest until
after his termination of employment.
During 2015, 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
Peter J. Gvazdauskas - Chief Financial Officer and Treasurer
David R. Chalson - Senior Vice President, Operations
Kurt A. Lauterbach - Senior Vice President, Lease Acquisitions
Kathleen Shea-Ballay - Senior Vice President, General Counsel and Secretary
Martin Salinas, Jr. - Former Chief Financial Officer
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 the NEOs with a slightly below the median
market annual base compensation rate (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 approximately the 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