Corporate Governance

Tom C. Davis

Chairman of the Board
Chief Executive Officer
The Concorde Group

Tom Davis is 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 direct-to-store distributor of fluid milk marketed under more than 50 local and regional dairy brands and private labels.
 
Mr. Davis was elected to the Board of Directors in March 2001 and elected Chairman of the Board in May 2013. He 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 role as Lead Director and Chair of the Audit Committee

Gregg A. Tanner

Chief Executive Officer, Dean Foods

Gregg Tanner serves as Chief Executive Officer for Dean Foods (NYSE: DF), a role he assumed in October 2012. Dean Foods is the nation's leading dairy processor with a network of more than 80 plants and 275 distribution branches. Most recently, Mr. Tanner served as President of the company's Fresh Dairy Direct division and Chief Supply Chain Officer for Dean Foods, 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 as an officer of the Milk Industry Foundation. He is a graduate of Kansas State University.

Janet Hill

Principal
Hill Family Advisors

Hill was elected to the Board of Directors in December 2001 in connection with Suiza Foods' acquisition of the former Dean Foods Company. She served on the Board of the former Dean Foods from 1997 to December 2001. She served as Vice President of Alexander & Associates (a corporate consulting firm), which she owned from 1981 until her retirement in 2010. She currently serves as a principal at Hill Family Advisors.

J. Wayne Mailloux

Retired
Senior Vice President Global Sales
PepsiCo, Inc.

Mailloux was elected to the Board of Directors in May 2009. 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.

John R. Muse

Chairman
Kainos Capital, LLC

Muse was elected to the Board of Directors in November 1997. Prior to the formation of Hicks, Muse, Tate & Furst in 1989, he headed the investment/merchant banking activities of Prudential Securities for the southwest region of the United States from 1984 to 1989. Muse was a member of the Board of Directors of The Morningstar Group Inc. prior to acquisition of that company in November 1997.

Hector M. Nevares

Managing Partner
Suiza Realty SE

Nevares was elected to the Board of Directors in 1994. He was President of Suiza Dairy (Puerto Rico) from June 1983 until September 1996, having served in additional executive capacities at Suiza Dairy (Puerto Rico) since June 1974. He served as a consultant for Suiza Foods from March 1998 until April 2000.

Jim L. Turner

Principal
JLT Beverages

Turner was elected to the Board of Directors in November 1997. He currently serves as Principal of JLT Beverages. 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. Turner was a member of the Board of Directors of The Morningstar Group Inc., prior to acquisition of that company in November 1997.

Robert T. Wiseman

Non-Executive Director
Robert Wiseman Dairies Limited

Mr. Wiseman was elected to the Board of Directors in February 2013. He currently serves as Non-Executive Director of Robert Wiseman Dairies Limited. Prior to this role, he served as Managing Director of Robert Wiseman & Sons PLC until he executed the sale of Robert Wiseman Dairies to the Müller Group in 2012.

Gregg A. Tanner

Chief Executive Officer, Dean Foods

Gregg Tanner serves as Chief Executive Officer for Dean Foods (NYSE: DF), a role he assumed in October 2012. Dean Foods is the nation's leading dairy processor with a network of more than 80 plants and 275 distribution branches. Most recently, Mr. Tanner served as President of the company's Fresh Dairy Direct division and Chief Supply Chain Officer for Dean Foods, 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 as an officer of the Milk Industry Foundation. He is a graduate of Kansas State University.

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, Procurement and Operational Support

Mr. Braun joined Dean Foods in December 2007 as Vice President of Operations. He was promoted to Senior Vice President, Procurement in January 2012 and assumed his current role in November 2012. Mr. Braun's responsibilities include overseeing Dean Foods $5 billion dairy procurement activities and leading the operational centers of excellence, which include Research and Development, 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.

Barbara D. Carlini

Senior Vice President and Chief Information Officer

Ms. Carlini joined Dean Foods in 2009 as Senior Vice President and Chief Information Officer. Prior to joining us, she served as Chief Information Officer of the Mobile Devices Division of Motorola, Inc. from 2006 to 2008. From 2001 to 2006, Ms. Carlini was the Chief Information Officer of Diageo, NA (formerly Guinness North America). In addition to serving as our Senior Vice President and Chief Information Officer, Ms. Carlini serves on the Board of Directors of Green Mountain Coffee Roasters, Inc., a leader in specialty coffee and coffee makers.

Marty Devine

Chief Operating 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 was promoted into his current role in 2012. He oversees all commercial operations for Dean Foods, with responsibility for geographically diverse selling, manufacturing and distribution organizations. 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 30 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.

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.

PRINCIPLES

The Board of Directors (the "Board") of Dean Foods Company (the "Company"), acting on the recommendation of its 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 Board will review and, if appropriate, revise these Guidelines from time to time.

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 of Directors of the Company are to:

1. Represent the interests of the Company's shareholders in maintaining and enhancing the success of the Company's business, including optimizing long-term returns to increase shareholder value.
2. 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.
3. Oversee and interact with senior management with respect to key aspects of the business including strategic planning, management development and succession, operating performance, and shareholder returns.
4. Provide general advice and counsel to the CEO and members of the Executive Leadership Team.
5. Adopt and oversee compliance with the Company's Code of Ethics.  Promptly disclose any waivers of the Code of Ethics for Directors or executive officers to the Corporate Secretary or the CEO.
6. Formally evaluate the performance of the CEO each year in executive sessions, and provide feedback with respect to members of the Executive Leadership Team.

C. Board Leadership Structure

1. The Board will elect a Lead Director at each regular May meeting.  The Lead Director, who must be an independent director (as defined in paragraph E4), will (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.
2. The Chairman of the Board will be elected annually by the Board.   The Board believes that it is in the best interests of the Company for a single person to serve as both the Chairman of the Board and Chief Executive Officer. The Board may in its discretion separate the roles if it deems it advisable and in the best interests of the Company to do so.

D.    Board Function

1. 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 Chairman of the Board will suggest the schedule for Board meetings, along with any additional agenda items, with the Lead Director 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.
2. 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.
3. 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.
4. 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 Lead Director, who shall set the agenda for such meetings, facilitate discussions and discuss results or requests from such executive sessions with the CEO.
5. All Board members are expected to regularly attend all Board meetings and to attend the Company's Annual Meeting of Shareholders unless an emergency prevents them from doing so.

E.     Director Qualification Standards

1. The 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 Shareholders.
2. In connection with the selection and nomination process, the 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.
3. Independent directors must comprise a majority of the Board.
4. An "independent director" is one who the Board affirmatively determines meets all requirements for independence as set forth in the rules of the Securities and Exchange Commission and the New York Stock Exchange.  In making a determination regarding a 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.
5. 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 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.
6. 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 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.
7. The number of boards on which a Director may sit will be reviewed on a case- by-case basis by the Governance Committee.  However, as a general rule, each independent Director should not 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 a potential conflict of interest.  Each Director must review any potential board service with the CEO and obtain the approval of the Governance Committee before accepting the appointment; provided, however, that if such potential appointment shall arise in the time period between scheduled meetings, the Chairman of the Governance Committee may, in his or her discretion, approve such appointment subject to ratification by the Governance Committee at its next meeting.
8. The Board has not established term limits for Directors.  Although term limits can promote the inclusion on the Board of people with diverse perspectives, the process for solicitation of Directors described above is intended to achieve the same result.  Moreover, term limits have the disadvantage of causing the Company to lose the contributions 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.
9. 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 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 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 held when they were elected to the Board or in their ability to function effectively as a Board member should notify the Chairman of the Board and the Chairman of the Governance Committee of such change, and should volunteer to resign from the Board. Changes to a director's service on other company boards shall not generally constitute a significant change as described above. The Governance Committee will evaluate and make a recommendation to the Board with respect to such change in circumstances, and the Board will decide whether to accept or decline the director's offer to resign. The Board does not believe that in every instance the directors who retire from, or change, such responsibility or occupation should necessarily leave 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 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 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 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 10 to 15 members.  The Board size may be modified as necessary to maximize the effectiveness and efficiency of the Board.

H.    Board Committees

1. The Board shall at all times have a 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.
2. The Governance Committee is responsible, after consultation with the Chairman 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

1. 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.
2. Directors who are employees receive no additional pay for serving as Directors.
3. 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

1. Directors have full access to all employees and to information about the Company's operations.
2. Directors are authorized to retain and consult with independent advisors, as they determine necessary and appropriate.

K.    Director Orientation and Continuing Education

1. 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.
2. 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.    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 Chairman 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 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.

N.    Annual Performance Evaluation of the Board

1. The Board and its Committees will conduct a self-evaluation at least annually to determine whether it and its Committees are functioning effectively. The Lead Director shall review such evaluations and report the results of such evaluations to the Board and the Committees.
2. The Board will also review the Governance Committee's periodic recommendations concerning the performance and effectiveness of the Board and its Committees.

Dated:    August 10, 2011