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

On January17, 2019, Dean Foods Company (the “Company”) announced that Jeffery S. Dawson has been appointed as the Senior Vice President, Chief Accounting Officer of the Company, effective January28, 2019.

Mr.Dawson, age 48, previously served as Chief Accounting Officer, North America at Nokia Oy (previously Alcatel-Lucent SA), a global communications and technology company, from August2009 until joining Dean Foods in January2019. At Nokia Oy, his responsibilities included internal control over financial accounting and managing accounting and reporting for the North American and Latin regions. Prior to joining Nokia Oy, Mr.Dawson served as Group Controller (from 2005 to 2008) and then as Finance Director (from 2008 to 2009) of the Hardware and Home Improvement Division of The Black& Decker Corporation, a global manufacturer and marketer of power tools and accessories. Before joining Black& Decker, Mr.Dawson worked in various finance and accounting roles at Georgia-Pacific Corporation, a manufacturer of paper and related products, building materials and chemicals, the North America Power Tools division of Black& Decker, and Velocita Corporation, a broadband network provider. From 1992 to 2000, he was employed as an Assurance and Advisory Manager for Deloitte& Touche LLP.

to the terms of his offer letter, the Company has agreed to pay Mr.Dawson a base salary of $350,000 per year and he will be eligible to earn a target annual cash incentive payment of 50% of his 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 2019, Mr.Dawson’s target bonus under the Company’s STI Plan will not be prorated and is guaranteed at target. Mr.Dawson will also receive a one-time signing bonus of $200,000, payable in two installments, with the first payment ($140,000) to be made following completion of thirty days of his employment with the Company and the second payment ($60,000) on June16, 2019. If Mr.Dawson voluntarily leaves the Company within 18 months following the payment of either installment of the signing bonus, he 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 18 months following the payment of such installment).

Mr.Dawson will be eligible to receive grants under the Company’s Long-Term Incentive (“LTI”) Program, in such amounts as determined by the Company’s Board of Directors or the Compensation Committee. For the 2019 annual grant cycle, Mr.Dawson will be recommended for an LTI grant with a target value of $200,000. He is also eligible to participate in the Company’s Executive Deferred Compensation Plan, benefits plans, and will enter into a Change in Control Agreement with the Company in substantially the form of agreement filed as Exhibit 10.2 to this Current Report on Form 8-K, to which he will be entitled to certain benefits in the event of a change in control of the Company.