ETP » Topics » Compensation Discussion and Analysis

This excerpt taken from the ETP 10-K filed Mar 2, 2009.

Compensation Discussion and Analysis

STYLE="margin-top:6px;margin-bottom:0px">Named Executive Officers

We do not have officers or directors.
Instead, we are managed by the board of directors of our General Partner, and the executive officers of our General Partner perform all of our management functions. As a result, the executive officers of our General Partner are essentially our
executive officers, and their compensation is administered by our General Partner. This Compensation Discussion and Analysis is, therefore, focused on the total compensation of the executive officers of our General Partner as set forth below. The
executive officers we refer to in this discussion as our “named executive officers” are the following officers of our General Partner:

 






 

Kelcy L. Warren, Chief Executive Officer;

 






 

Mackie McCrea, President and Chief Operating Officer;

 






 

Martin Salinas, Jr., Chief Financial Officer;

 






 

Jerry J. Langdon, Chief Administrative and Compliance Officer; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 

Thomas P. Mason, Vice President, General Counsel and Secretary.

FACE="Times New Roman" SIZE="2">In addition to the named executive officers identified above, the following individuals were executive officers of our General Partner during the year ended December 31, 2008 but were no longer executive officers
as of December 31, 2008:

 






 

Brian J. Jennings, former Chief Financial Officer; and

 






 

R.C. Mills, former President—Propane.

SIZE="2">Our General Partner’s Philosophy for Compensation of Executives

In general, our General Partner’s philosophy for executive
compensation is based on the premise that a significant portion of the executive’s compensation should be incentive-based and that the base salary levels should be competitive in the marketplace for executive talent and abilities. Our General
Partner also believes the incentives should be competitive in the market place and balanced between short and long-term performance. Our General Partner believes this balance is achieved by the payment of annual cash bonuses based on the achievement
of financial performance objectives for a fiscal year set at the beginning of such fiscal year, and the annual grant of restricted unit awards under our equity incentive plans which are intended to provide a longer term incentive to our key
employees to focus their efforts to increase the market price of our publicly traded units and to increase the cash distribution we pay to our Unitholders. Under the 2004 Unit Plan, we have issued restricted unit awards that vest over a three-year
period based on the achievement of annual performance objectives relating to the total return of our units (defined as the appreciation in market price for our units plus total amount of cash distributions for our fiscal year) as compared to the
total return of a peer group of other publicly traded limited partnerships determined by the compensation committee of our General Partner. Commencing in 2007, we discontinued issuing restricted unit awards that vest based on the achievement of
performance objectives and, in lieu thereof, we commenced issuing restricted unit awards that vest over a specified time period, with substantially all of these types of unit awards vesting over a five-year period at 20% per year based on
continued employment through each specified vesting date. Our General Partner believes that these equity-based incentive arrangements are important in attracting and retaining our executive officers and key employees as well as motivating these
individuals to achieve our business objectives. The equity-based compensation also reflects our importance of aligning the interests of the executive officers with those of our Unitholders.

STYLE="margin-top:12px;margin-bottom:0px">While we are responsible for the direct payment of the compensation of our named executive officers as employees of ETP, ETP does not participate or have any input in
any decisions as to the compensation policies of our General Partner or the compensation levels of the executive officers of our General Partner. As discussed below, ETP does not have a compensation committee. The compensation committee of the board
of directors of our General Partner (the “Compensation Committee”) is responsible for the approval of the

 


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Table of Contents


Index to Financial Statements



compensation policies and the compensation levels of these executive officers. We directly incur the payment to these executive officers in lieu of receiving
an allocation of overhead related to executive compensation from our General Partner. For the year ended December 31, 2008, we paid 100% of the compensation of the executive officers of our General Partner as we represent the only business
managed by our General Partner.

Our General Partner is ultimately controlled by the general partner of Energy Transfer Equity, L.P. (“ETE”),
which general partner entity is partially-owned by certain of our current and prior named executive officers. We pay quarterly distributions to our General Partner in accordance with our partnership agreement with respect to its ownership of a 2%
general partner interest and the incentive distribution rights specified in our partnership agreement. The amount of each quarterly distribution that we must pay to our General Partner is based solely on the provisions of our partnership agreement,
which agreement specifies the amount of cash we distribute to our General Partner based on the amount of cash that we distribute to our limited partners each quarter. Accordingly, the cash distributions we make to our General Partner bear no
relationship to the level or components of compensation of our General Partner’s executive officers. Our General Partner’s distribution rights are described in detail in Note 6 to our consolidated financial statements. Our named executive
officers also own directly and indirectly certain of our limited partner interests and, accordingly, receive quarterly distributions. Such per unit distributions equal the per unit distributions made to all our limited partners and bear no
relationship to the level of compensation of the named executive officers.

For a more detailed description of the compensation of our named executive
officers, please see “Compensation Tables” below.

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