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Corporate Governance

Dean Foods Company

Tom C. Davis

Non-Executive Chairman of the Board
Chief Executive Officer
The Concorde Group
Director Since March 2001

Tom Davis is the Non-Executive Chairman of the Board of Dean Foods Company (NYSE: DF), one of the nation's leading food and beverage companies, and the nation's largest processor and distributor of fluid milk and other fluid dairy products, which are marketed under more than 50 local and regional dairy brands and a wide array of private labels.



Mr. Davis currently serves as Chief Executive Officer of The Concorde Group, a private investment firm, a position he has held since March 2001. He previously served as Managing Director of Bluffview Capital, LP, an investment banking firm that he co-founded and as Managing Partner of Gryphon Special Situations Fund L.P. Prior to that, he was the managing partner and head of banking and corporate finance for the Southwest division of Credit Suisse First Boston. In addition to our Board, Mr. Davis also serves on the Boards of Directors of Affirmative Insurance Holdings, Inc., an insurance holding company, where he serves on the Audit Committee; BioHorizons, Inc., a dental equipment and supplies manufacturing company, where he serves on the Audit and Compensation Committees; and WhiteHorse Finance, Inc., a closed-end management investment company that targets debt investments in privately held, small-cap U.S. companies, where he serves as chairman of the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Until April 2013, Mr. Davis served on the Board of Directors of Westwood Holdings Group, Inc., an investment management and trust services company, where he served on the Audit and Compensation Committees.



Mr. Davis has been an investment banker for more than 20 years and in that role advised multiple public and private companies, including companies in the broadcast and telecommunications, energy, foodservice, food processing and retail industries. In addition, Mr. Davis has worked with several large private equity firms. Our Board believes this experience brings invaluable strategic insight in the area of finance and serves the Company well in his roles as the Non-Executive Chairman of the Board.

Gregg A. Tanner

Chief Executive Officer
Dean Foods Company
Director Since November 2012

Gregg Tanner serves as Chief Executive Officer for Dean Foods Company (NYSE: DF), a role he assumed in October 2012. Prior to serving as CEO, Mr. Tanner served as the Company's Chief Supply Chain Officer and President of the Company's Fresh Dairy Direct division, where he was responsible for all sales, marketing, manufacturing and distribution functions for Dean Foods' largest business unit and for supply chain operations for Dean Foods as a whole. Mr. Tanner, who joined Dean Foods in 2007, brings more than 30 years of industry experience to his current role.



In 2012, Mr. Tanner led the effort to combine the commercial and operations functions of the FDD business under a single, aligned leadership team. He ensured effective field-level execution across more than 50 local and regional dairy brands and private labels. During his tenure, he has transformed the Dean Foods supply chain by implementing vital quality and safety practices, instilling a continuous improvement process and mindset across the company's supply chain network, and driving cost savings and efficiencies in production, distribution and procurement.

Prior to joining the company, Mr. Tanner was Senior Vice President, Global Operations with The Hershey Company. Before joining Hershey, Mr. Tanner was Senior Vice President, Retail Supply Chain at ConAgra Foods, Inc. where he directed the entire supply chain for retail products. Earlier in his career, Mr. Tanner held positions at Quaker Oats Company and Ralston Purina Company.

Since 2007, Mr. Tanner has served on the Board of Directors of The Boston Beer Company, Inc., where he is a member of the Audit Committee. He also serves on the Board of Directors of the International Dairy Foods Association and Grocery Manufacturers Association, and as an officer of the Milk Industry Foundation. He is a graduate of Kansas State University.

As the Company's Chief Executive Officer, and with his experience in supply chain management, Mr. Tanner provides our Board with invaluable insight regarding the Company's operations and businesses.

Janet Hill

Principal
Hill Family Advisors
Director Since December 2001

Ms. Hill currently serves as principal at Hill Family Advisors and has served in such position since 2010. Ms. Hill served as Vice President of Alexander & Associates, a corporate consulting firm which she owned, from 1981 until her retirement in 2010. She was originally elected to our Board of Directors in connection with our acquisition of Legacy Dean in 2001. In addition to our Board, Ms. Hill also serves on the Boards of Directors of The Wendy's Company, Sprint Nextel Corporation, and Carlyle Group Management L.L.C. She also serves as a trustee of Duke University.

Ms. Hill brings valuable insight to our Board as a human resources and corporate governance specialist, having co-founded Alexander and Associates where she provided corporate planning advice and analysis to directors, executives and managers in the areas of human resource planning, corporate responsibility, corporate communications and government consultation.

J. Wayne Mailloux

Retired
Senior Vice President Global Sales
PepsiCo, Inc.
Director Since May 2009

Mr. Mailloux is the owner of Stonehill Partners Limited, a company engaged in strategy development and business consulting, and has owned the company since 2011. In addition, Mr. Mailloux serves as the secretary and Chairman of the Board of Directors of SCQuARE International USA inc., a private company formed in 2012 that provides consulting services to companies across a broad spectrum of industries. From 1986 to 2004, he served in various roles with PepsiCo, including Senior Vice President Global Sales in Purchase NY, President of Pepsi Cola Europe/Africa in London, and President of Pepsi Cola Canada Beverages in Toronto. Mailloux also served as President, Seven-Up Montreal Bottling, and President, Seven-Up Canada. He also held leadership positions at Grey Advertising, Cadbury Schweppes Powell Canada, Fromageries Bel and General Foods.

His experience in the beverage industry, combined with his global business experience, make him well-qualified to advise our Company as we continue to execute our business strategies.

John R. Muse

Chairman
Kainos Capital, LLC
Director Since November 1997

Mr. Muse is currently Chairman of Kainos Capital, LLC (formerly known as HM Capital Partners LLC and prior to that known as Hicks, Muse, Tate & Furst Incorporated, which he co-founded in 1989), a private equity firm, and Chairman of Lucchese Boot Company, Inc. a privately-held boot manufacturer. From 1984 to 1989, he was employed at Prudential Securities Inc., where Mr. Muse headed the investment banking operations for the Southwestern region of the United States. Mr. Muse also serves on the Board of Visitors of the UCLA Anderson School of Management.

Mr. Muse has over 30 years of experience in investment banking, including experience in the food and beverage, energy and media sectors. In addition to his industry knowledge, Mr. Muse has extensive knowledge of capital markets and finance, which is invaluable to our Board's planning for the Company's capital and liquidity needs.

Hector M. Nevares

Managing Partner
Suiza Realty SE
Director Since October 1994

Mr. Nevares currently serves as Managing Partner of Suiza Realty SE, a housing developer in Puerto Rico, and has served in such position since 1993. He was formerly President of Suiza Dairy, a Puerto Rican dairy processor, and served in additional executive capacities at Suiza Dairy since 1973. Mr. Nevares is also a member of the Boards of Directors of V. Suarez and Co., a major food distributor in Puerto Rico; and Suiza Realty SE.

As head of the former Suiza Dairy, Mr. Nevares has significant experience in the dairy industry, which is invaluable in connection with analyzing and assessing the strategic direction of the Company. Mr. Nevares also has extensive experience evaluating financial statements at First BanCorp, and supervising persons engaged in preparing and analyzing financial statements as the President of Suiza Dairy. These skills serve him well as a member of the Company's Audit Committee and as the Chair of the Company's Governance Committee.

Jim L. Turner

Principal
JLT Beverages
Director Since November 1997

Mr. Turner currently serves as Principal of JLT Beverages L.P., a position he has held since 1996. Prior to this role, he served as the Chairman, President and Chief Executive Officer of Dr Pepper Bottling Holdings, Inc. and Dr Pepper Bottling Company of Texas since 1985. Mr. Turner was a member of the Board of Directors of The Morningstar Group Inc. prior to our acquisition of that company in 1997. Mr. Turner also serves on the Boards of Directors of Crown Holdings, Inc, Baylor Health Care System, Advanced H2O, LLC, INSURICA, Davaco, Inc., and DS Waters of America, Inc.

Mr. Turner's experience with beverage and bottling companies translates well into our Company's profile as a leading food and beverage company and as he serves as the Chair of the Compensation Committee.

Robert T. Wiseman

Non-Executive Director
Robert Wiseman Dairies Limited
Director Since February 2013

Mr. Wiseman currently serves as a Non-Executive Director of Robert Wiseman Dairies Limited, Great Britain's largest fresh liquid milk processor, a position he has held since February 2012, when he executed the sale of Robert Wiseman & Sons PLC to the Müller Group. Prior to the sale of Robert Wiseman & Sons PLC to the Müller Group, Mr. Wiseman served as the Chief Executive from 2002 to February 2012. Mr. Wiseman joined Robert Wiseman & Sons Limited, in 1975 and held positions of increasing responsibility, including Managing Director, after the company began trading on the London Stock Exchange.

Mr. Wiseman's extensive experience in the international dairy industry is invaluable to understanding the operations of our Company, including efficiencies with our assets that we may identify and potential growth opportunities.

Gregg A. Tanner

Chief Executive Officer, Dean Foods

Gregg Tanner serves as Chief Executive Officer for Dean Foods Company (NYSE: DF), a role he assumed in October 2012. Prior to serving as CEO, Mr. Tanner served as the Company's Chief Supply Chain Officer and President of the Company's Fresh Dairy Direct division, where he was responsible for all sales, marketing, manufacturing and distribution functions for Dean Foods' largest business unit and for supply chain operations for Dean Foods as a whole. Mr. Tanner, who joined Dean Foods in 2007, brings more than 30 years of industry experience to his current role.



In 2012, Mr. Tanner led the effort to combine the commercial and operations functions of the FDD business under a single, aligned leadership team. He ensured effective field-level execution across more than 50 local and regional dairy brands and private labels. During his tenure, he has transformed the Dean Foods supply chain by implementing vital quality and safety practices, instilling a continuous improvement process and mindset across the company's supply chain network, and driving cost savings and efficiencies in production, distribution and procurement.

Prior to joining the company, Mr. Tanner was Senior Vice President, Global Operations with The Hershey Company. Before joining Hershey, Mr. Tanner was Senior Vice President, Retail Supply Chain at ConAgra Foods, Inc. where he directed the entire supply chain for retail products. Earlier in his career, Mr. Tanner held positions at Quaker Oats Company and Ralston Purina Company.

Since 2007, Mr. Tanner has served on the Board of Directors of The Boston Beer Company, Inc., where he is a member of the Audit Committee. He also serves on the Board of Directors of the International Dairy Foods Association and Grocery Manufacturers Association, and as an officer of the Milk Industry Foundation. He is a graduate of Kansas State University.

As the Company's Chief Executive Officer, and with his experience in supply chain management, Mr. Tanner provides our Board with invaluable insight regarding the Company's operations and businesses.

Chris Bellairs

Executive Vice President and Chief Financial Officer

Mr. Bellairs joined Dean Foods in 2008 as Vice President of Finance, Supply Chain and assumed his current responsibilities on March 1, 2013. Prior to joining Dean Foods, Mr. Bellairs worked at PepsiCo, Inc., a global food and beverage company, from 1996 to 2004, where he most recently served as Vice President and Chief Financial Officer for the Foodservice and Vending division and led the financial integration of the Quaker Oats, Gatorade and Tropicana brands. Prior to joining PepsiCo, he worked at Procter & Gamble in various finance management roles and served as divisional Chief Financial Officer at Expedia, Inc. and Iron Mountain Incorporated and in a senior leadership role at The University of Notre Dame. Mr. Bellairs was an intelligence officer in the US Army for six years.

Shay Braun

Senior Vice President, Operations and Procurement

Mr. Braun joined Dean Foods in December 2007 as Vice President of Operations. He was promoted to Senior Vice President, Procurement in January 2012, became Senior Vice President of Procurement and Operational Support in November 2012, and assumed his current role in 2013. Mr. Braun's responsibilities include overseeing Dean Foods $5 billion dairy procurement activities, operational management of the Company's manufacturing facilities, and leading the operational centers of excellence, which include Environmental Health and Safety, Engineering and Sustainability, and Quality Assurance. Mr. Braun has more than 20 years of supply chain and operations experience in the food and beverage industry. In that time, he has successfully led major standardization, improvement and cost-saving projects. Prior to Dean Foods, he held positions of increasing responsibility with Sara Lee Corporation (successor in interest to Earthgrains Co.), where he last served as Vice President of LEAN Productivity. Mr. Braun also held various operational positions with Frito-Lay and Interstate Brands Corporation.

Tony Brooks

Senior Vice President, Logistics

Tony Brooks serves as Senior Vice President, Logistics for Dean Foods, where he leads all transportation and logistics operations for our nationwide distribution network. Mr. Brooks joined the Company in 2013, with more than 25 years of experience in logistics and distribution. Prior to his role at Dean Foods, Mr. Brooks held various operations and distribution leadership roles with Reyes Holdings, Sears, and Frito-Lay.

Marty Devine

Executive Vice President and Chief Commercial Officer

Mr. Devine joined Morningstar Foods in 1994, prior to its acquisition by Dean Foods in 1997, as Executive Vice President of Sales and President and CEO of the company's eastern U.S. operations. Mr. Devine became Chief Operating Officer in 2012, and assumed his current role in 2013. He oversees all commercial operations for Dean Foods, with responsibility for the Company's geographically diverse selling, marketing and research and development activities. Mr. Devine previously served as Senior Vice President of Procurement for Dean Foods, and before that as Group Vice President for the Northeast Region Fresh Dairy Division. Mr. Devine has more than 35 years of experience in the dairy industry, including early experience with Dairylea and Hood.

Rachel A. Gonzalez

Executive Vice President, General Counsel and Corporate Secretary

Ms. Gonzalez joined Dean Foods in 2008 as Chief Counsel, Corporate & Securities and served as Deputy General Counsel, and General Counsel Designate, prior to assuming her new responsibilities on March 1, 2013. Before joining Dean Foods, she served as Senior Vice President and Group Counsel for Mergers and Acquisitions at Affiliated Computer Services, Inc. ("ACS"), which was a publicly traded company providing business process outsourcing and information technology solutions, from 2006 to 2008. Prior to joining ACS, Ms. Gonzalez was a partner in the law firm of Morgan, Lewis and Bockius LLP in the Business and Finance Practice Group. Ms. Gonzalez serves on the Board of Directors of Dallas Urban Debate Alliance, a nonprofit organization.

Brian Murphy

Senior Vice President and Chief Information Officer

Brian Murphy serves as Chief Information Officer of Dean Foods, where he is responsible for the Company's information technology and infrastructure capabilities. Mr. Murphy first joined Dean Foods in 2010 as Vice President, Supply Chain IT. He later served as Chief Information Officer for the Company's Morningstar Foods business unit, and continued in that role after Dean Foods sold Morningstar Foods to Saputo Inc. in early 2013. He returned to Dean Foods in his current role in September 2013. Prior to his experience with Dean Foods, he served in various IT, supply chain, logistics and engineering roles, both in the U.S. and internationally, at T-Mobile, Whirlpool Corporation and Colgate Palmolive Limited. 

Kim Warmbier

Executive Vice President, Human Resources

Ms. Warmbier joined Dean Foods in May 2012 as Senior Vice President of Human Resources for Fresh Dairy Direct. She was promoted to her current position in November 2012. Prior to Dean Foods, Ms. Warmbier served as the Senior Vice President, Human Resources, for JCPenney where she led human resource professionals supporting more than 150,000 associates in supply chain, stores, and corporate. Her experience also includes more than 20 years in the consumer packaged goods industry with PepsiCo, where she led the HR PepsiCo Customer teams for the company's five North American sales divisions including Frito-Lay, Pepsi, Tropicana, Quaker Oats, and Gatorade.

DEAN FOODS COMPANY

CORPORATE GOVERNANCE PRINCIPLES

The Board of Directors (the "Board") of Dean Foods Company (the "Company"), acting on the recommendation of its Nominating/Corporate Governance Committee, has developed and adopted certain corporate governance principles (the "Guidelines") establishing a common set of expectations to assist the Board and its committees in performing their duties in compliance with applicable requirements.  In recognition of the continuing discussions about corporate governance, the Nominating/Corporate Governance Committee will, from time to time as it deems appropriate, review and reassess the adequacy of these Guidelines and recommend any proposed changes to the Board for approval.

A. Mission Statement

The Company's primary objective is to maximize long-term stockholder value, while adhering to the laws of the jurisdictions in which it operates and at all times observing the highest ethical standards.

B. Director Responsibilities

The responsibilities of the Board are to:  

Oversee the management of the Company and, in so doing, serve the best interests of the Company and its stockholders.

Review and approve fundamental operating, financial and other corporate plans, strategies and objectives.

Select and evaluate a well-qualified Chief Executive Officer ("CEO") of high integrity, and review the appointment of, and provide feedback with respect to, other members of the Executive Leadership Team.

Oversee and interact with senior management with respect to key aspects of the business including strategic planning, management development and succession, operating performance, and stockholder returns.

Provide general advice and counsel to the CEO and members of the Executive Leadership Team.

Formally evaluate the performance of the CEO each year in executive sessions, and provide feedback with respect to the performance of the members of the Executive Leadership Team.

Establish a corporate environment that promotes timely and effective disclosure (including robust and appropriate controls, procedures and incentives), fiscal accountability, high ethical standards and compliance with applicable laws and regulations.

Adopt and oversee compliance with the Company's Code of Ethics, and promptly disclose any waivers of the Code of Ethics for Directors or executive officers to the Corporate Secretary or the CEO.

Review the Company's policies and practices with respect to risk assessment and risk management or delegate such review to the Audit Committee. 

Develop a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.

Review and approve material transactions and commitments not entered into in the ordinary course of business.

Evaluate the overall effectiveness of the Board and its committees.

C. Board Leadership Structure

The Nominating/Corporate Governance Committee shall periodically assess the Board's leadership structure, including whether the offices of the Chair of the Board and Chief Executive Officer should be separate, and shall make periodic recommendations to the Board regarding the appropriate Board leadership structure given the specific characteristics or circumstances of the Company.  The Board may in its discretion combine or separate the roles if it deems it advisable and in the best interests of the Company to do so.

The Chair of the Board will be elected annually by the Board.  In the event that the Chair of the Board is not an independent director, the Board shall elect a Lead Director, who must be an independent director (as defined in paragraph E4), at each regular May meeting, who shall be approved by a majority of the independent directors.  The Lead Director, if one is appointed, shall (1) call all Board meetings, (2) approve the schedule of and agenda for all Board meetings, (3) preside at executive sessions of the Board, and (4) act as a liaison between the non-employee members of the Board and the CEO.

D. Board Function

The Board and each Committee shall approve a work plan annually covering recurring and special agenda items.  In addition to items provided in the work plan, the Chair of the Board will suggest the schedule for Board meetings, along with any additional agenda items, with the Lead Director, if one is appointed, having final approval of both the schedule and the agendas.  Any member of the Board of Directors may request that an item be included on an agenda, and Directors are encouraged to provide suggestions for agenda items that are aligned with the advisory and monitoring functions of the Board.

Board materials related to agenda items will be provided to Board members sufficiently in advance of meetings to allow Directors to prepare for discussion.  Directors should review all materials in advance.

Members of the Executive Leadership Team and other members of senior management should attend Board meetings at the invitation of the Board.  The Board encourages such executive officers and senior management to make presentations, or to include in discussions at Board meetings other senior employees who (1) can provide insight into the matters being discussed because of their functional expertise and/or personal involvement in such matters and/or (2) are individuals with high potential whom such Executive Leadership Team and senior management believe the Directors should have the opportunity to meet and evaluate.

Non-employee Directors should meet in executive session at the end of each regularly scheduled Board meeting to consider other issues that they may determine from time to time, without the presence of any member of management.  Such executive sessions shall be chaired by the Chair of the Board, or by the Lead Director if one is appointed, who shall set the agenda for such meetings, facilitate discussions and discuss results or requests from such executive sessions with the CEO.

All Board members are expected to attend all Board meetings and to attend the Company's Annual Meeting of Stockholders unless exigent circumstances prevent them from doing so.

E. Director Qualification Standards

The Nominating/Corporate Governance Committee, with the input of the CEO, is responsible for recommending to the Board (1) nominees for Board membership to fill vacancies or newly created positions and (2) the persons to be nominated by the Board for election at the Company's Annual Meeting of Stockholders.

In connection with the selection and nomination process, the Nominating/Corporate Governance Committee shall review the desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board.  The Board will generally look for individuals who have displayed high ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties.  This process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company.

Independent directors must comprise a majority of the Board.

An "independent director" is one who the Board affirmatively determines (1) meets all requirements for independence as set forth in the rules of the Securities and Exchange Commission and the New York Stock Exchange and (2) in the Board's judgment, does not have a material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).  In making a determination regarding a current or proposed Director's independence, the Board shall consider all relevant facts and circumstances, including the Director's commercial, economic, charitable and familial relationships, and such other criteria as the Board may determine from time to time.  In addition, all directors serving on the Audit Committee or the Compensation Committee must meet the enhanced independence criteria established by the Securities and Exchange Commission and the New York Stock Exchange for members of such committees.

To further align the interests of the Directors with the Company, within three years of joining the Board, all non-employee Directors should own Company stock having a value of at least three times the Director's annual cash retainer paid for service on the Board.  For purposes of these guidelines, a Director is deemed to "own" beneficially owned shares, as well as shares of restricted stock and restricted stock units, whether or not any applicable restrictions have lapsed, but not stock options, whether vested or unvested.

A Director may not stand for reelection after reaching the age of 72, but need not resign until the end of his or her term.  The Nominating/Corporate Governance Committee may recommend that the Board grant exceptions to this policy in appropriate circumstances when the Committee determines that such exceptions are in the best interests of the Company and its stockholders. 

The number of boards on which a Director may sit will be reviewed on a case- by-case basis by the Nominating/Corporate Governance Committee.  However, as a general rule, no independent Director should hold more than three directorships of public companies other than the Company.  The CEO should not be a member on more than two boards of other public companies, and the Company's other executive officers should not be members of more than one other board of a public company.  A Director should notify the Secretary prior to accepting a new position on another board, whether public or private, in order that the Secretary may examine the relationship for potential conflicts of interest.  Each Director must review any potential board service with the CEO and obtain the approval of the Nominating/Corporate Governance Committee before accepting the appointment; provided, however, that if such potential appointment shall arise in the time period between scheduled meetings, the Chair of the Nominating/Corporate Governance Committee may, in his or her discretion, approve such appointment subject to ratification by the Nominating/Corporate Governance Committee at its next meeting.

The Board has not established term limits for Directors.  The Board is mindful of and desires to promote diverse perspectives on the Board; nonetheless, the Board believes that term limits could result in the loss of Directors who have been able to develop, over a period of time, valuable insight into the Company and its operations, thereby increasing their contributions to the Company.

An incumbent Director who fails to receive a majority of the votes cast in an election that is not a Contested Election (as defined below) and who has tendered his or her resignation pursuant to the Bylaws shall remain active and engaged in Board activities while the Nominating/Corporate Governance Committee and the Board decide whether to accept or reject such resignation, or whether other action should be taken; provided, however, it is expected that such incumbent Director shall not participate in any proceedings by the Nominating/Corporate Governance Committee or the Board regarding whether to accept or reject such Director's resignation, or whether to take other action with respect to such Director.

Individual Directors who experience significant changes in their principal responsibility or occupation or in their ability to function effectively as a Board member should notify the Chair of the Board and the Chair of the Nominating/Corporate Governance Committee of such change. The Board does not believe that Directors who retire from or change their principal responsibility or occupation should necessarily be required to leave the Board.  In addition, changes to a Director's service on other company boards shall not generally constitute a significant change as described above. The Nominating/Corporate Governance Committee will evaluate and make a recommendation to the Board with respect to such change in circumstances and whether to request the Director to submit his or her resignation.  After consideration of the Nominating/Corporate Governance Committee's recommendation and the change in circumstances, the Board will decide whether to request that the Director resign and, upon request from the Board, such Director shall tender his or her resignation to the Board.

F. Voting For Directors

In accordance with the Bylaws, each Director is elected by the vote of the majority of votes cast (which means the number of votes cast "for" a Director's election exceeds the number of votes cast "against" that Director's election) with respect to that Director's election at any meeting for the election of Directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the Company first mails its notice of meeting for such meeting to the Company's stockholders, the number of nominees exceeds the number of Directors to be elected (a "Contested Election"), the Directors shall be elected by the vote of a plurality of the votes cast.

1. For an election where the majority vote standard applies, the Nominating/Corporate Governance Committee has established procedures under which any incumbent Director who is not elected shall offer to tender his or her resignation to the Board.  In the event an incumbent Director fails to receive a majority of the votes cast in an election that is not a Contested Election, the Nominating/Corporate Governance Committee, or such other committee designated by the Board of Directors, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken.  The Board of Directors shall act on the resignation, taking into account the Committee's recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results.  The Nominating/Corporate Governance Committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant.

2. If the Board accepts a Director's resignation pursuant to this section, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board may fill the resulting vacancy pursuant to the Bylaws.

G. Board Size

The size of the Board shall generally range from 6 to 12 members.  The Board size may be modified as necessary to maximize the effectiveness and efficiency of the Board.

H. Board Committees

The Board shall at all times have a Nominating/Corporate Governance Committee, an Audit Committee and a Compensation Committee, each comprised solely of independent directors.  The Board may also have an Executive Committee and may evaluate and determine the circumstances under which to form new Committees from time to time.

The Nominating/Corporate Governance Committee is responsible, after consultation with the Chair of the Board and with consideration of the desires of individual Board members, for the assignment of Board members to various committees.  It is the sense of the Board that consideration should be given to rotating Committee members periodically, but the Board does not feel that such a rotation should be mandated as a policy since there may be reasons at a given point in time to maintain an individual Director's committee membership for a longer period.

I. Director Compensation

Non-employee Directors shall receive reasonable compensation for their services, as may be determined from time to time by the Board upon recommendation of the Compensation Committee, and shall receive reimbursement for reasonable fees associated with their service as Board members.  Compensation for non-employee Directors shall be consistent with the market practices of other similarly situated companies but shall not be at a level or in a form that would call into question the Board's objectivity.  The Compensation Committee of the Board shall annually review and report to the Board with respect to director compensation and benefits.

Directors who are employees receive no additional pay for serving as Directors.

Directors who are members of the Audit and Compensation Committees may not receive consulting fees, advisory fees or other compensation from the Company other than the fees they receive for serving on the Board of Directors and its committees.

J. Director Access to Management and Independent Advisors

Directors have full access to all employees and to information about the Company's operations.

Directors and each committee are authorized to retain and consult with independent advisors, as they determine necessary and appropriate.

K. Director Orientation and Continuing Education

The Board shall implement and maintain an orientation program for newly elected Directors, which may consist of materials and information regarding the Company and its operations, meetings with members of the Executive Leadership Team and other senior management, and other Board members. New Board members shall also have opportunities to tour production facilities of the Company prior to beginning their service on the Board. 

Directors shall continue educating themselves with respect to general business matters, accounting and finance, leadership, crisis response, industry practices, general management and strategic planning.

L. Board Interaction with Company Constituencies and the Public.  

Management is authorized to speak for the Company as provided in our communication policy.  Communications about the Company with the press, media and other constituencies should be made by management.  Individual Board members may, from time to time, at the request of the Chief Executive Officer, meet or otherwise communicate with various constituencies of the Company.

M. Management Evaluation and Succession.

The Board selects the Company's Chief Executive Officer in the manner that it determines to be in the best interests of the Company's stockholders.

The Compensation Committee and the Chair of the Board, or the Lead Director if one is appointed, shall be responsible for overseeing the evaluation the performance of the Company's Chief Executive Officer and other senior management.  To that end, the Compensation Committee Chair and the Chair of the Board, or the Lead Director if one is appointed, shall be responsible for the initial preparation of the performance assessment of the CEO and senior management and shall provide such assessments to the Board for review and comment to ensure that the Chief Executive Officer and other senior management are providing appropriate leadership for the Company over both the long- and short-term. 

The Nominating/Corporate Governance Committee shall be responsible for overseeing periodic evaluations of succession planning for senior executives.

N. Conflicts of Interest and Related Party Transactions

1. From time to time, an issue being considered by the Board may present, or may give the appearance of presenting, a conflict of interest for a Director.  Each Director should take appropriate steps to assure that in each matter considered that the Director is disinterested with respect to that matter, other than the interest of the Company and its stockholders.  Any Director faced with any potential conflict should disclose any such potential conflict to the Secretary and the Chair of the Board and should not participate in discussions or votes on such issue unless a majority of the Board determines, after consultation with counsel, that no conflict of interest exists as to such matter.

2. The Nominating/Corporate Governance Committee is responsible for establishing and maintaining policies and procedures regarding the review, approval and ratification of any related party transactions involving the Company.

O. Annual Performance Evaluation of the Board

The Board and its Committees will conduct a self-evaluation at least annually to determine whether it and its Committees are functioning effectively. The Chair of the Nominating/Corporate Governance Committee and the Chair of the Board, or the Lead Director if one is appointed, shall review such evaluations and report the results of such evaluations to the Board and the Committees.

The Board will also review the Nominating/Corporate Governance Committee's periodic recommendations concerning the performance and effectiveness of the Board and its Committees.

 

 

Dated: August 14, 2013

 

 

 

Committees

The Dean Foods Board of Directors currently maintains four committees to assist in oversight responsibilities.

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Corporate Responsibility

View the most recent Corporate Responsibility Report.

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Ethics & Compliance

View the Dean Foods Code of Ethics

Code of Ethics

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