DF Dean Foods Company New

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Jody Macedonio has stepped down as the Executive Vice President, Chief Financial Officer of Dean Foods Company (the “Company”), effective September 24, 2019. In connection with her departure, Ms. Macedonio will receive compensation and benefits pursuant to that certain Letter Agreement regarding Severance Benefits, dated January 9, 2018, between the Company and Ms. Macedonio. Ms. Macedonio’s departure is not related to any issues regarding the integrity of the Company’s financial statements or accounting policies and practices.

The Company has appointed Gary Rahlfs to serve as the Company’s Interim Chief Financial Officer, effective immediately. Mr. Rahlfs, 52, has served as the Company’s Senior Vice President, Finance & Strategy since May 2019. From March 2018 to May 2019, Mr. Rahlfs served as the Chief Financial Officer/Vice Chancellor for Finance at the University of North Texas. From 1994 until February 2017, Mr. Rahlfs was employed at PepsiCo, Inc., where he held several positions, including Vice President Finance, Global Groups for PepsiCo, Chief Financial Officer – PepsiCo Foods Canada, and Vice President Sales Finance – Frito-Lay US-South Division.

The Company previously entered into a letter agreement with Mr. Rahlfs, dated May 8, 2019 (the “Offer Letter”), a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference. Under the terms of the Offer Letter, Mr. Rahlfs is entitled to an initial annual base salary of $350,000 and is eligible to participate in the Company’s Short-Term Incentive Plan with a cash incentive payment target equal to 50% of his annualized base salary. The foregoing description of the Offer Letter is a summary and is qualified in its entirety by reference to the copy of the Offer Letter attached hereto as Exhibit 10.1 and incorporated herein by reference.

In addition, Russell Coleman has stepped down as the Executive Vice President, General Counsel, Corporate Secretary and Government Affairs of the Company, effective September 24, 2019. In connection with his departure, Mr. Coleman will receive compensation and benefits pursuant to the Company’s Amended and Restated Executive Severance Pay Plan.

The Company also entered into an amendment to the letter agreement with Mr. Beringause, dated September 24, 2019 (the “Amended Offer Letter”), a copy of which is attached to this report as Exhibit 10.2 and incorporated herein by reference. The Amendment extends the time that the Compensation Committee has to determine the EBITDA target for the performance vesting stock options to be granted to Mr. Beringause in connection with his offer of employment by the Company.