ownership guidelines. As of December 31, 2011, the unit ownership guidelines for the executive officers were
as follows:
Number of
Units
CEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,000
CFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Vice President, General Counsel & Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Compensation Committee Report
The compensation committee has reviewed and discussed with management the “Compensation
Discussion and Analysis” presented above. Members of management with whom the compensation committee
had discussions are the Chief Executive Officer of the General Partner and the Chief Corporate Officer of DCP
Midstream, LLC. In addition, the compensation committee engaged the services of BDO USA, LLP, a
compensation consultant, to conduct a study to assist us in establishing overall compensation packages for our
executives. Based on this review and discussion, we recommended to the board of directors of the General
Partner that the “Compensation Discussion and Analysis” referred to above be included in this annual report on
Form 10-K for the year ended December 31, 2011.
Compensation Committee
Alan N. Harris (Chairman)
John E. Lowe
Frank A. McPherson
Thomas C. O’Connor
Executive Compensation
The following table discloses the compensation of the General Partner’s principal executive officers,
principal financial officer and named executive officers, or collectively, the “executive officers”:
Name and Principal Position
Year
Salary
(a)
LTIP
Awards
(b)
Non-Equity
Incentive Plan
Compensation
All Other
Compensation
(c)
Total
Mark A. Borer . . . . . . . . . . . . . . . . . . 2011 $396,619 $519,992 $304,247 $336,846 $1,557,704
President and Chief
Executive Officer
2010 $382,760 $501,168 $227,943 $294,400 $1,406,271
2009 $386,058 $486,420 $313,082 $272,010 $1,457,570
Angela A. Minas . . . . . . . . . . . . . . . . 2011 $249,992 $201,476 $143,124 $115,788 $ 710,380
Vice President and
Chief Financial Officer
2010 $241,558 $194,616 $115,200 $ 91,557 $ 642,931
2009 $243,269 $188,538 $150,803 $115,321 $ 697,931
Michael S. Richards . . . . . . . . . . . . . 2011 $201,515 $163,020 $116,220 $108,672 $ 589,427
Vice President,
General Counsel and Secretary
2010 $194,144 $156,456 $ 90,317 $ 94,476 $ 535,393
2009 $195,673 $151,756 $116,488 $104,618 $ 568,535
(a) Actual salaries in 2009 were higher than in 2010 as a result of our bi-weekly payment methodology.
Generally speaking we pay employees 26 times per year, or every two weeks. This methodology resulted
in 27 pay periods in 2009.
(b) The amounts in this column reflect the grant date fair value of LTIP awards in accordance with the
provisions of the FASB Accounting Standards Codification, or ASC, 718 “Compensation — Stock
Compensation”, or ASC 718. PPU awards are subject to performance conditions. For PPUs granted in
2011, 2010 and 2009 the performance conditions are between 0% if the minimum level of performance is
not achieved to 200% if the maximum level of performance is achieved. The maximum value of the PPUs,
based on the grant date fair value for Mark A. Borer was $519,992, $501,168 and $486,420 for units
granted during 2011, 2010 and 2009, respectively. The maximum value of the PPUs, based on the grant
date fair value for Angela A. Minas was $201,476, $194,616 and $188,538 for units granted during 2011,
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