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.

Appointment of Chief Financial Officer

Dean Foods Company (the “Company”) has appointed Gary W. Rahlfs to serve as its Senior Vice President, Chief Financial Officer, effective October 23, 2019.

Mr. Rahlfs, 52, has served as the Company’s Interim Chief Financial Officer since September 24, 2019, and as its 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.

Agreements with Mr. Rahlfs

In connection with his promotion, the Company entered into a letter agreement with Mr. Rahlfs, dated October 23, 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, the Company has agreed to pay Mr. Rahlfs an annual base salary of $500,000. In addition, he will be eligible to participate in the Company’s Short-Term Incentive Plan with a cash incentive payment target for 2019 equal to 65% of his annualized base salary, subject to the achievement of certain financial targets and individual performance objectives. For 2019, Mr. Rahlf’s target bonus under the Company’s STI Plan will not be prorated and he is guaranteed a minimum payout of $175,000. In addition, he will be eligible to receive grants under the Company’s Long-Term Incentive Program in such amounts as determined by the independent members of the Company’s Board of Directors, or the Compensation Committee. He will also continue to be eligible to participate in the Company’s benefits plans. Mr. Rahlfs has previously entered into a Change in Control Agreement with the Company (in substantially the form Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 17, 2019) pursuant to which he will be entitled to certain benefits in the event of a change in control of the Company. 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.