Sunoco 2015 Annual Report Download - page 132

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supplemental benefit. In 2015, of the NEOs, only Mr. Chalson was a participant in Partnership-paid benefit
level of the ELTD. No NEO was a participant in the employee-paid benefit level. These benefits are fully
insured, and there is no cost to the Partnership upon disability. The cost to the Partnership is the premium
payments made on the executive’s behalf.
DIRECTOR COMPENSATION
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 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 consists of an annual cash retainer and equity award for all
directors, which were $50,000 in cash (paid quarterly) and 2,336 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 2015. 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 2015;
• annual retainers for the members of the Audit and Compensation Committees, which were $10,000 and $5,000,
respectively, in cash (paid quarterly) for 2015; 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 2015.
The members of the Conflicts Committee also each received $10,000 in cash for their service on the Conflicts Committee
during 2015, which payment was determined by the Board as compensation for evaluation of transactions by the Conflicts
Committee.
In January 2015, each non-employee director at such time 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. Mr.
Perry did not receive this award for 2015 because he was not appointed to the Board until March 2015. However, under our
director compensation program, each non-employee director who is elected or appointed to the Board for the first time is
entitled to receive an award of 2,500 restricted units under the LTIP. Mr. Perry received such initial award of 2,500 restricted
units under the LTIP in May 2015. In addition, in January 2016, each non-employee director, including Mr. Perry, received
3,900 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 2016. All of the restricted units described in this paragraph 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.
During 2015, Mr. McCrea, the Chairman of the Board of Directors and Group Chief Operating Officer and Chief
Commercial Officer of ETE's general partner, Mr. Welch, our former director and the former Group Chief Financial Officer and
Head of Business Developments of ETE's general partner, each from June 2013 to February 2016, and Mr. Mason, our director
and the Executive Vice President and General Counsel of ETE's general partner, were entitled to receive grants of restricted
units pursuant to the LTIP in recognition of their commitment and contributions to us and our unitholders. In December 2015,
the Compensation Committee approved grants of restricted units to Messrs. McCrea, Welch and Mason of 93,390 restricted
units, 22,046 restricted units and 22,046 restricted units, respectively. These units vest, based on continued service as a director,