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Corporate Governance

Dean Foods Company

Jim L. Turner

Non-Executive Chairman of the Board
Principal
JLT Beverages
Director Since November 1997

Jim Turner has served as the Non-Executive Chairman of the Board since August 2015. Mr. Turner currently serves as Principal of JLT Beverages L.P., a position he has held since 1996, and, since January 2015, he has served as the Owner/CEO of JLT Automotive Inc. Prior, 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 serves as the Chair of the Board of Trustees of Baylor Scott & White Health ("BSWH"), the largest not-for-profit healthcare system in the State of Texas. He also serves as Chair of BSWH's Finance Committee and as Vice Chair of its Executive Committee.

Mr. Turner also serves on the Boards of Directors of Crown Holdings, Inc., where he serves on the Compensation Committee; Comstock Resources, Inc., where he serves on the Compensation Committee; INSURICA; and Davaco, Inc. In addition, Mr. Turner is a member of the Texas Rangers Baseball Club ownership group.

Mr. Turner's ownership and chairman/CEO experience with various businesses, especially beverage and bottling companies, translates well into our Company's profile as a leading food and beverage company. In addition, his varied board experiences, including with Morningstar and other consumer packaged goods companies, offer helpful insight into both the challenges and growth opportunities facing our business. 

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 serves as Chair of the Milk Industry Foundation, as Vice Chair of the Board of Directors of the International Dairy Foods Association, and as a member of the Board of Directors of the Grocery Manufacturing Association. 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 2001 in connection with our acquisition of Dean Holding Company (formerly known as Dean Foods Company) ("Legacy Dean"), having served on the Board of Legacy Dean since 1997. In addition to our Board, Ms. Hill also serves on the Boards of Directors of The Wendy's Company, where she serves on the Compensation Committee, and Carlyle Group Management L.L.C., the general partner of The Carlyle Group L.P.  She also serves as a trustee of Duke University and serves on the boards of the following non-profit entities: Knight Commission on Intercollegiate Athletics, Kennedy Center, Wolf Trap Foundation for the Performing Arts, Military Bowl, and the Underground Railroad Freedom Center.

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. In addition, Ms. Hill has extensive experience serving as a director on several other Boards of Directors over the past 20 years, including Nextel (pre-merger), Wendy's (pre-merger), Sprint Nextel Corporation and Wendy's/Arby's Group, Inc. (post-merger).

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. Until January 2014, Mr. Mailloux served 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. Mr. Mailloux also previously 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. Mr. Mailloux is also a member of the Advisory Board of Innovative Green Technologies LLC, a provider of environmentally friendly technology solutions.

Mr. Mailloux's 18-year career with PepsiCo spanned a variety of senior management roles and included extensive general management, sales and marketing experience in both company operations and franchise environments globally. Mr. Mailloux also previously served on the Board of Directors of Ault Dairies Inc., then Canada's largest dairy, prior to its acquisition by Parmalat. 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. 

Helen E. McCluskey

Former President and Chief Executive Officer
The Warnaco Group, Inc.
Director Since November 2015 

Ms. McCluskey was President, Chief Executive Officer and a member of the Board of Directors of The Warnaco Group, Inc. from February 2012 until its acquisition in February 2013 by PVH Corporation.  She served as a director of PVH Corporation from February 2013 until June 2014.  Ms. McCluskey joined Warnaco Group, Inc. in July 2004, serving as its Chief Operating Officer from September 2010 to February 2012 and as Group President from July 2004 to September 2010.  Prior to joining Warnaco, Ms. McCluskey held various positions of increasing responsibility with Firestone Tire & Rubber Company (1977-1983), Playtex Apparel, Inc. (1983-2001) (which was acquired by Sara Lee Corporation in 1991) and Liz Claiborne Inc. (2001-2004).  During her 18-year tenure with Sara Lee Corporation's intimate apparel units, she held executive positions in marketing, operations and general management, including President of Playtex Apparel from 1999 to 2001.  Ms. McCluskey has served as director of the Board of Directors of Avon Products, Inc. since July 2014 and is a member of its Compensation and Management Development Committee and, since August 2013, has served as a director of Signet Jewelers Limited and as a member of its Audit Committee and Nomination and Corporate Governance Committee.  

With her broad background in strategy, business planning and operations derived from her career in consumer businesses, Ms. McCluskey brings valuable skills and insight to the Company. Her experience as a Chief Executive Officer of a global public company provides her with significant expertise in global business matters, corporate leadership and management, allowing her to bring valuable insight to the management of the Company's strategic direction and growth.  Additionally, having built women's brands globally, she contributes a valuable blend of branding, merchandising, and marketing expertise to the Company.  

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. He also serves as Chairman of Lucchese Boot Company, Inc. a privately-held boot manufacturer, and, since December 2014, as a director of Media General, Inc., one of the nation's largest multimedia companies, where he serves on the Finance Committee. 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. His experience in the food and beverage sector includes service on the boards of several companies, including Earthbound Farms, Inc., an organic farming company, and Advanced H20, LLC, one of the largest producers of private label bottled water and water-based beverages in the United States. 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. Until 1997, he served as President of Suiza Dairy, a Puerto Rican dairy processor, having 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 of Suiza Realty SE. In addition, Mr. Nevares previously served on the Board of Directors of the Corporation for the Development of the Cantera Peninsula, a government-sponsored development company for a low income area in Puerto Rico; Caribbean Preparatory School, a non-profit educational institution; and First BanCorp, where he served on the Audit, Asset, Liability and Risk Management and Credit Committees.

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.

B. Craig Owens

Former Chief Financial Officer, Chief Administrative Officer and Senior Vice President
Campbell Soup Company
Director since November 2015

Mr. Owens was the Chief Financial Officer, Chief Administrative Officer and Senior Vice President of Campbell Soup Company from 2008 until his retirement in April 2014.  From 2001 to 2008, Mr. Owens served as the Chief Financial Officer and Executive Vice President of Delhaize Group, an international food retailer headquartered in Belgium.  Prior, he was employed by The Coca-Cola Company and its key franchisees from 1981 to 2001 and served in various management roles of increasing importance, including as Finance Director (CFO) for Coca-Cola Beverages plc from 1998-2000.  Mr. Owens has served on the Board of Directors of J.C. Penney Company, Inc. since October 2014, where he is a member of its Audit Committee, Finance and Planning Committee and the Committee of the Whole.  From December 2011 through August 2015, he served as a director of Pall Corporation and chaired its Audit Committee from January 2013 through August 2015.  Additionally, Mr. Owens has served as a director of United States Cold Storage, Inc., a private company, since June 2014, and, since 2013, has served on the Board of Trustees of Washington & Lee University and the Board of Directors of Friends' Central School (Philadelphia).  

Mr. Owens has extensive experience in the consumer food and beverage industries and considerable knowledge of the retail industry.  He brings significant financial expertise to the Board, including all aspects of financial reporting, accounting, corporate finance and capital markets, as well as significant experience in strategic planning, business integration and operations, and in managing supply chain organizations.

Robert T. Wiseman

Former Chief Executive Officer and Chairman of Robert Wiseman Dairies
Robert Wiseman Dairies Limited
Director Since February 2013

Mr. Wiseman is a private investor who previously served as the Chief Executive of Robert Wiseman & Sons PLC from 2002 to February 2012, when he sold Robert Wiseman & Sons PLC to the Müller Group. Following the sale, he served as a Non-Executive Director of Robert Wiseman Dairies Limited, Great Britain's largest fresh liquid milk processor, until August 2013. 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. Since November 2014, Mr. Wiseman has served on the Board of Directors of Ingleby Farms & Forests A/S, a privately-held company that manages mixed farms worldwide.

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 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 serves as Chair of the Milk Industry Foundation, as Vice Chair of the Board of Directors of the International Dairy Foods Association, and as a member of the Board of Directors of the Grocery Manufacturing Association. 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.

Craig McCutcheon 

Senior Vice President, Logistics 

As Senior Vice President, Logistics, Mr. McCutcheon leads all transportation and logistics operations for our nationwide distribution network, a position he assumed in 2014. Prior to that, he led our Continuous Improvement and Business Optimization activities as Vice President, Continuous Improvement from 2006 to 2014. Mr. McCutcheon is one of Dean Foods' most seasoned veterans with more than 34 years of experience in various locations, functions and roles. He began his career in 1980 with Flav-o-Rich Dairy in Georgia, and later joined Mayfield Dairy, which was acquired by Dean Foods. He has served as a Distribution Supervisor, Branch Manager, Sales and Operations Manager, and General Manager, in various locations in the Southeast and in Ohio.    

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 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. He also serves on the Board of Directors of Momentx Corporation, the parent company of Dairy.com, a leading provider of market intelligence and software-as-a-service solutions for the dairy industry.

Ralph Scozzafava

Executive Vice President and Chief Operating Officer

Mr. Scozzafava joined Dean Foods in October 2014 as Executive Vice President and Chief Commercial Officer. He was promoted to his current position in October 2015. In his current role, Mr. Scozzafava oversees the Commercial functions of Sales, Marketing, and R&D along with Operations & Procurement and Logistics.Mr. Scozzafava served as the Chairman of the Board of Directors and Chief Executive Officer of Furniture Brands International, Inc. from May 2008 to November 2013 and as the Vice Chairman and Chief Executive Officer - designate from June 2007 to January 2008. Prior to that, he was employed at Wm. Wrigley Jr. Company, where he held several positions, including serving as Vice President - Worldwide Commercial Operations from March 2006 to June 2007, and as Vice President & Managing Director - North America/Pacific from January 2004 to March 2006. Prior to joining Wrigley, Mr. Scozzafava served in sales, marketing and merchandising positions at Campbell Soup Company, Clorox Company, and Johnson & Johnson. Mr. Scozzafava also serves on the Board of Directors of Stage Stores, Inc., where he is a member of the Compensation Committee and the Audit Committee. 

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. Ms. Warmbier currently serves on the North Texas Food Bank Board of Directors and is a member of their NTFB Finance and Executive Committees. She is a former member of the Board of Directors of Girl Scouts Northeast Texas, a nonprofit organization, where she served on the CEO Selection Committee.

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:

  1. Oversee the management of the Company and, in so doing, serve the best interests of the Company and its stockholders.
  2. Review and approve fundamental operating, financial and other corporate plans, strategies and objectives.
  3. 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.
  4. 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.
  5. Provide general advice and counsel to the CEO and members of the Executive Leadership Team.
  6. 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.
  7. 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.
  8. 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.
  9. Review the Company's policies and practices with respect to risk assessment and risk management or delegate such review to the Audit Committee. 
  10. Develop a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
  11. Review and approve material transactions and commitments not entered into in the ordinary course of business.
  12. Evaluate the overall effectiveness of the Board and its committees.

C. Board Leadership Structure

  1. 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.

  2. 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 Chair of the Board, the Lead Director or the CEO shall call all Board meetings.  The Chair of the Board or the Lead Director, if one is appointed, shall (1) approve the schedule of and agenda for all Board meetings, (2) preside at executive sessions of the Board, and (3) act as a liaison between the non-employee members of the Board and the CEO.

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 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.
  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. The independent 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 if one is appointed, the Chair of the Board if the Chair is independent, or by a Director who is independent 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 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

  1. 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.
  2. 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.
  3. Independent Directors must comprise a majority of the Board.
  4. 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.
  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 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.
  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 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. 
  7. 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.
  8. 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.
  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 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.
  10. 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

  1. 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.

  2. 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 

  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 and each committee 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. Management Evaluation and Succession.

  1. 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.
  2. 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. 
  3. 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

  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 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.

  2. 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, 2014

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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Political Contributions

View the Dean Foods Political Contributions Policy

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2014 Disclosures

2013 Disclosures