Dean Foods Company (NYSE:DF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January10, 2018, Dean Foods Company (the “Company”) announced that Jody L. Macedonio has been appointed as the Executive Vice President, Chief Financial Officer of the Company, effective February26, 2018.
Ms.Macedonio, age 57, previously served as the Senior Vice President of Finance for the North America Laundry and Beauty divisions of Henkel AG& Co. KGaA (“Henkel”) from September2016 to January2018 following Henkel’s acquisition of Sun Products Corporation where she served as Senior Vice President, Finance and Planning and Treasurer from October2014 to September2016 and Vice President, Finance and Planning from July2012 to October2014. From 1999 until February2012, Ms.Macedonio was employed at PepsiCo,Inc., where she held several positions, including serving as Chief Financial Officer and Vice President, Finance for the North Business Unit of Frito-Lay,Inc. from December2010 to February2012, as Chief of Staff to the Chief Executive Officer and Vice President, Financial Planning and Analysis from January2008 to December2010, and as Chief of Staff to the Chief Executive Officer from October2005 to January2008. Prior to joining PepsiCo,Inc., Ms.Macedonio served in finance positions at Nestlé S.A., SmithKline Beecham PLC and Chemical Bank.
to the terms of her offer letter, the Company has agreed to pay Ms.Macedonio a base salary of $500,000 per year and she will be eligible to earn a target annual cash incentive payment of 75% of her base salary to the Company’s Short-Term Incentive Plan (“STI Plan”), subject to the achievement of certain financial targets and individual performance objectives. For 2018, Ms.Macedonio’s target bonus under the Company’s STI Plan will not be prorated and is guaranteed at target. Ms.Macedonio will also receive a one-time signing bonus of $400,000, payable in two equal installments, with the first payment to be made following completion of thirty days of Ms.Macedonio’s employment with the Company and the second payment following completion of twelve months of Ms.Macedonio’s employment with the Company. If Ms.Macedonio voluntarily leaves the Company within twelve months following the payment of either installment of the signing bonus then she will be responsible for reimbursing the Company for the gross amount of such installment (prorated based on the number of full months worked during the twelve months following the payment of such installment).
Ms.Macedonio will be eligible to receive grants under the Company’s Long-Term Incentive Program, in such amounts as determined by the Company’s Board of Directors or the Compensation Committee. Ms.Macedonio is also eligible to participate in the Company’s Executive Deferred Compensation Plan, benefits plans, relocation plan and will enter into a Change in Control Agreement with the Company (in substantially the form of Exhibit10.6 to our Quarterly Report on Form10-Q for the quarter ended September30, 2013), to which she will be entitled to certain benefits in the event of a change in control of the Company.
In addition, Ms.Macedonio and the Company entered into a letter agreement, which provides that, if her employment is terminated by the Company without “cause” or by Ms.Macedonio for “good reason” (as those terms are defined in such letter agreement), Ms.Macedonio will be entitled to cash severance equal to 12 months of her then current annual base salary, a pro-rata portion of her annual cash bonus, based on the achievement of applicable performance criteria for the corresponding performance period, and the vesting of a pro-rata portion of her long-term incentive compensation awards.
