Page 38 - MIC 2014 - English

EXECUTIVE COMPENSATION

Executive Share Ownership Guidelines. Suncor strongly 2013 and 2014 Guidelines. The share ownership

believes that executives’ interests should be aligned with guideline level must be achieved by the end of the fifth
the interests of Suncor’s shareholders. One of the key ways year after appointment to an executive position or

we reinforce this is by requiring Suncor executives to have promotion to a more senior executive position. On
personal holdings in Suncor common shares or share promotion to a more senior executive position, the prior

equivalents equal to a multiple of their annual base salary.
guideline level must be maintained at the new base salary
level. Suncor common shares and DSUs count toward
Introduced in 1997, and reviewed periodically to ensure
they are market competitive and align with good fulfillment of the guidelines. The guidelines for 2013
remain competitive with the Suncor Compensation Peers at
governance practice, these guidelines visibly align senior
management’s interests with those of Suncor’s shareholders all executive levels and no changes have been made
for 2014.
and are supported by market benchmark data.

The following table sets forth the compliance by each NEO, excluding Messrs. Demosky and Jackman, with the share
ownership guidelines as at December 31, 2013. Messrs. Demosky and Jackman are not represented in the table below

due to their resignation and retirement, respectively, from Suncor in 2013.

Executive Share Current Multiple of
Ownership Requirement at Holdings(1) (#) Holding Annual Salary
NEO Guideline Level
December 31, 2013
Shares DSUs
Value(1) ($)
Held in Shares and DSUs

S.W. WILLIAMS(2) 5 annual salary .......................................................................................................................................................................................................................................................
3 annual salary
12.2 annual salary 385 914 40 216
15 869 085

S.D.L. REYNISH(3) 3 annual salary — 4 803 7 476 457 258 0.9 annual salary
.......................................................................................................................................................................................................................................................
M.S. LITTLE(4) 3 annual salary 2 annual salary 36 392 8 989 1 689 984 2.8 annual salary
.......................................................................................................................................................................................................................................................
M.R. MACSWEEN(5) 3 annual salary 1 annual salary 16 857 17 930 1 295 455 2.5 annual salary

(1) The holdings shown in the foregoing table for Suncor common shares and DSUs are rounded for display purposes. The holding value of these units is

calculated based on the total holdings including the fractional units, as at December 31, 2013.
(2) Mr. Williams was promoted to President on December 1, 2011 and to CEO on May 1, 2012. He must achieve his designated share ownership level by
the end of 2017.

(3) Mr. Reynish commenced employment with Suncor on January 3, 2012. He must achieve his designated share ownership level by the end of 2017.
(4) Share ownership guidelines were revised on January 1, 2010 for the Executive Vice President level. Mr. Little must achieve the designated share
ownership level by the end of 2015.

(5) Mr. MacSween was promoted to Executive Vice President on January 1, 2012. He must achieve his designated share ownership level by the end
of 2017.

President and CEO Hold Requirement. The President business areas that enable the operational and financial
and CEO must maintain his share ownership level for one results important to our shareholders. Suncor’s

year following his retirement, which aligns with good pay-for-performance compensation philosophy for
governance practice. Mr. Rick George, our former President executives is reinforced in the mix of target total direct

and CEO, who retired from Suncor on July 31, 2012, was compensation provided.
in compliance with this requirement on the first anniversary
Incentive or variable performance based compensation
of his retirement date.
represents a significant portion of total direct compensation

Total Direct Compensation Components: Base
for senior executives. The percentage of variable
performance based versus fixed compensation increases as
Salary + Annual Incentive Plan + Annual Mid- and
Long-Term Incentives. Total direct compensation, made a portion of total direct compensation, with greater levels
of responsibility. The chart on the following page outlines
up of base salary, AIP and annual mid- to long-term
incentives, is designed to reward short-term results and the elements of total direct compensation, as well as other
compensation and benefit related elements.
achievement of sustained longer-term performance in key

36 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014