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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

The WhiteWave Foods Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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NOTICE OF STOCKHOLDERS’ MEETING

We will hold our annual stockholders’ meeting on Wednesday, April 17, 2013, at 9:30 a.m. (MST), at the Denver Museum of Nature and Science, Ricketson Auditorium, 2001 Colorado Blvd., Denver, Colorado 80205.

At the meeting, we will ask you to consider and vote on the following proposals recently adopted by our Board of Directors:

We will also discuss and take action on any other business that is properly brought before the meeting.

If you were a stockholder of record of the Company’s Class A common stock, par value $0.01 per share, or Class B common stock, par value $0.01 per share, at the close of business on February 25, 2013, you are entitled to vote on the proposals to be considered at this year’s meeting.

This Notice and the accompanying Proxy Statement are first being mailed to stockholders on or about March 19, 2013.

By order of the Board of Directors,

Roger E. Theodoredis

Executive Vice President and General Counsel

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL STOCKHOLDERS’ MEETING TO BE HELD ON APRIL 17, 2013

The Company’s Proxy Statement and Annual Report to Stockholders for the fiscal

year ended December 31, 2012 are available at www.whitewave.com.

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March 19, 2013

Dear Fellow Stockholders,

You are invited to attend our first annual meeting of stockholders on Wednesday, April 17, 2013 at 9:30 a.m. (MST), at the Denver Museum of Nature and Science, Ricketson Auditorium, 2001 Colorado Blvd., Denver, Colorado 80205. At the annual meeting, we will vote on the proposals described in this Proxy Statement and present a brief report on our 2012 results and an update on our business. We will conclude the meeting by inviting you to ask questions and make comments.

If you have questions regarding any of the matters contained in this Proxy Statement, please contact our Investor Relations Department at investor.relations@whitewave.com or at 1.303.635.4747.

Next year, we plan to furnish our proxy materials to you over the Internet, rather than mailing hard copies, to the extent we are permitted. We believe that this e-proxy process will expedite stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting. We encourage you to choose electronic delivery of company materials whenever possible.

We look forward to seeing you at the meeting.

Sincerely,

Gregg L. Engles

Chairman of the Board and Chief Executive Officer

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QUESTIONS AND ANSWERS

Why did I receive this Proxy Statement?

On March 19, 2013, The WhiteWave Foods Company (referred to as “WhiteWave,” the “Company,” we, us or our) began mailing this Proxy Statement to everyone who was a stockholder of record of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), and Class B common stock, par value $0.01 per share (“Class B common stock”), as of the close of business on February 25, 2013, the record date for the determination of stockholders entitled to notice of and to vote at our annual stockholders’ meeting. Our Class A common stock and Class B common stock are referred to collectively in this Proxy Statement as our “common stock.” This Proxy Statement lets our stockholders know when and where we will hold our annual meeting and, more importantly, this Proxy Statement:

I received more than one Proxy Statement. Why?

If you received more than one Proxy Statement, your shares are probably registered differently or are in more than one account. Please vote each proxy card or voting card that you received.

How can I change the number of copies of the Annual Report and Proxy Statement being delivered to my household for future mailings?

Family members who are registered owners of our common stock and who live in the same household generally receive only one copy per household of the Annual Report, Proxy Statement, and most other mailings. The only item that is separately mailed for each registered stockholder or account is a proxy card. If you would like to start receiving separate copies in your name, apart from others in your household, please contact our Investor Relations Department at investor.relations@whitewave.com, at 1.303.635.4747 or at The WhiteWave Foods Company, 12002 Airport Way, Broomfield, CO 80021, and request that action. Within 30 days after your request is received, we will start sending you separate mailings. If for any reason you and members of your household are receiving multiple copies and you want to eliminate duplications, please contact our Investor Relations Department at the addresses or phone number provided above and request that action. That request must be made by each registered stockholder in the household.

How can I obtain my own separate copy of the Annual Report and Proxy Statement for the meeting in April?

For multiple stockholders who live in the same household and want separate copies of the Annual Report and Proxy Statement for review prior to the annual meeting, you may download them from www.whitewave.com. We will also have materials available at the meeting. If you want copies mailed to you and you are a beneficial owner, you must request them from your broker, bank or other nominee. If you would like copies mailed to you and you are a registered stockholder, you may request them from our transfer agent at Computershare, P.O. Box 43006, Providence, RI 02940-3006, or by telephoning 1.866.557.8698. We cannot guarantee you will receive mailed copies before the meeting.

What will occur at the annual meeting?

First we will determine whether enough stockholders are present at the meeting to conduct business. A stockholder will be deemed to be present at the meeting if the stockholder is:

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According to our bylaws, holders of a majority in voting power of the shares of the Company’s Class A common stock and Class B common stock must be present at this year’s meeting in order to conduct the meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining if enough stockholders are present (in person or by proxy) to conduct the meeting. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner.

If holders of less than a majority in voting power of the shares of the Company’s Class A common stock and Class B common stock are present at the meeting, we will adjourn the meeting and reschedule it. The new meeting date will be announced at the meeting. If enough stockholders are present at the meeting to conduct business, then we will vote on:

The Board of Directors is soliciting your vote on these proposals. All of the proposals have been approved by our Board of Directors. Our Board of Directors recommends that you vote FOR each of the nominees for director, FOR Proposals 2, 3 and 5, and for “3 YEARS” on Proposal 4.

Holders of our Class A common stock and Class B common stock vote will vote together as a single class on all matters presented to the stockholders at the meeting. Cumulative voting is not permitted.

As of February 25, 2013, there were

After all of the proposals have been voted on at the meeting, we will discuss and take action on any other matter that is properly brought before the meeting. Also, our management team will present a brief report on our 2012 business and financial results and an update on our business.

How many votes are necessary to elect the nominees for director?

Our bylaws provide that in an uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), if the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election, that director shall be elected. Abstentions or “broker non-votes” will not be counted as votes cast either “for” or “against” any director’s election. If an incumbent director does not receive a majority of the votes cast “for” election, then the director must follow the guidelines set forth in the Board’s Corporate Governance Principles related to director elections, which provide that the director shall offer to tender his or her resignation to the Board. The Board would then make a determination of whether to accept the resignation.

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What if a nominee for director is unwilling or unable to stand for election?

Each of the persons nominated for election has agreed to stand for election. However, if unexpected events arise that cause one or more of the persons nominated for election to be unable to stand for election, then either:

If our Board of Directors nominates someone at or prior to the meeting, the person(s) to whom you have given your proxy will be able to use his or her discretion to vote for such person on your behalf.

How many votes are necessary to pass the other proposals?

Proposal Two: The proposal to approve our 2012 Stock Incentive Plan must receive the affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of common stock present (in person and by proxy) and entitled to vote on the matter in order to pass.

Proposal Three: As of March 11, 2013, the Compensation Committee of our Board of Directors (the “Compensation Committee”) has responsibility for designing our executive compensation program, which is described in the Compensation Discussion and Analysis section of this Proxy Statement and the related compensation tables. Stockholder approval of our executive compensation is not binding on the Board of Directors, the Compensation Committee or the Company. However, the Board of Directors is soliciting your opinion regarding our executive compensation. The Compensation Committee will take your opinion into account when considering future compensation arrangements for our executives. The proposal must receive the affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of common stock present (in person and by proxy) and entitled to vote on the matter in order to pass.

Proposal Four: The Board of Directors has responsibility for selecting the frequency with which it conducts an advisory vote related to our executive compensation. Stockholder approval of this selection is not binding on the Board of Directors or the Company. However, the Board of Directors is soliciting your opinion regarding this selection. The Board of Directors will take your opinion into account when considering the frequency with which it conducts future advisory votes on our executive compensation. Stockholders will choose between holding advisory votes every one, two, or three years, or to abstain from voting. The frequency choice receiving the most stockholder votes will be deemed to be the choice of the stockholders.

Proposal Five: The Audit Committee of our Board of Directors has responsibility for the selection of our independent auditor and has selected Deloitte & Touche LLP to serve as our independent auditor for 2013. Stockholder ratification of this selection is not required. However, the Board of Directors is soliciting your opinion regarding the selection of Deloitte & Touche LLP. The Audit Committee of the Board of Directors plans to take your opinion into account in selecting our independent auditor for 2013. The proposal must receive the affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of common stock present (in person and by proxy) and entitled to vote on the matter in order to pass.

How do I submit my proxy?

To submit your proxy, follow the instructions on the enclosed proxy card or voting card. You may vote by telephone, online or by mail.

If you are a registered stockholder, you can also vote in person at the meeting. If your shares are held in a brokerage account, you are probably not a registered stockholder. In this case, your shares would not be officially

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registered in your name; rather, they would be registered in your broker’s name (which is sometimes called “street name”). If your shares are in street name, you cannot vote in person at the meeting unless you have a proper legal proxy from your broker. You should therefore submit your proxy or voting instructions by telephone, online or mail according to the instructions on the enclosed voting card to ensure that your vote is counted.

Voting by any means other than voting in person at the meeting has the effect of appointing Gregg L. Engles, our Chairman of the Board and Chief Executive Officer, and Roger E. Theodoredis, our Executive Vice President and General Counsel, as your proxies. They will be required to vote on the proposals described in this Proxy Statement exactly as you have voted. However, if any other matter requiring a stockholder vote is properly raised at the meeting, then Mr. Engles and Mr. Theodoredis will be authorized to use their discretion to vote on such issues on your behalf.

If you sign your proxy card, but do not specify how you want to vote on a proposal, your shares will be voted FOR each of the nominees for director, FOR Proposals 2, 3 and 5, and for “3 YEARS” on Proposal 4.

We encourage you to submit your proxy now (by telephone, online or by mail) even if you plan to attend the meeting in person.

Can I access the Company’s Proxy Statement and Annual Report electronically?

Yes. WhiteWave Foods has delivered a full set of proxy materials to stockholders, unless you previously consented to receive electronic delivery of proxy materials. In addition, this Proxy Statement and the 2012 Annual Report are available online at www.whitewave.com. Most stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving hard copies in the mail. You can choose this option by following the instructions when you vote over the Internet.

I previously consented to receive electronic delivery of my proxy materials. Can you send me a hard copy of these proxy materials?

For stockholders of record: We will deliver promptly, upon written or oral request, a separate copy of these proxy materials. Contact our transfer agent either by writing Computershare, P.O. Box 43006, Providence, RI 02940-3006, or by telephoning 1.866.557.8698.

For holders in street name: You must contact your bank, broker or other intermediary to receive copies of these materials.

Where can I find the voting results of the meeting?

We will announce preliminary voting results at the meeting. We will publish the final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) within four business days following the meeting. You can also obtain a copy on our website at www.whitewave.com, on the SEC’s website at www.sec.gov or by contacting our Investor Relations Department at The WhiteWave Foods Company, 12002 Airport Way, Broomfield, CO 80021 or at investor.relations@whitewave.com.

What if I want to revoke my proxy?

You can revoke your proxy at any time before the meeting for any reason. To revoke your proxy before the meeting, either:

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If you are a registered stockholder (or if you hold your shares in “street name” and have a proper legal proxy from your broker), you may also come to the meeting and change your vote in writing.

What if I do not submit a proxy?

Holders of a majority in aggregate voting power of the issued and outstanding shares of the Company’s Class A common stock and Class B common stock, considered together, must be present at this year’s meeting in order to conduct the meeting. Because Dean Foods owns shares of Class B common stock representing 98.5% of the aggregate voting power of the issued and outstanding shares of the Company’s common stock, its vote alone will constitute a quorum at this year’s meeting. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. Because abstentions represent shares entitled to vote, the effect of an abstention will be the same as a vote against a proposal. However, abstentions will have no effect on Proposal One, regarding the election of directors.

If your shares are held in “street name” and you do not instruct your broker how to vote your shares, your brokerage firm will leave your shares unvoted (a “broker non-vote”) with respect to all proposals other than Proposal Five. Broker non-votes will be considered present for quorum purposes but will not be considered present and entitled to vote on any matter for which a broker does not have authority. Brokers have discretionary voting power to vote only on matters considered to be “routine”. Pursuant to the rules of the New York Stock Exchange (“NYSE”), your broker will be permitted to vote for you without instruction only with respect to Proposal Five regarding the ratification of Deloitte & Touche LLP. A broker non-vote will not have any impact on the outcome of Proposals One, Two, Three, and Four.

How do I raise an issue for discussion or vote at the annual meeting?

According to our bylaws, if a stockholder wishes to present a proposal for consideration at an annual meeting, he or she must send written notice of the proposal to our Corporate Secretary by no earlier than the 120^th day prior and no later than the 90^th day prior to the first anniversary of the date of the preceding year’s annual meeting. For our annual meeting of stockholders to be held in 2014, such notice must be received no earlier than December 18, 2013 and no later than January 17, 2014.

If you would like your proposal to be included in next year’s Proxy Statement, you must submit it to our Corporate Secretary in writing no later than November 19, 2013. We will include your proposal in our next annual Proxy Statement if it is a proposal that we are required to include in our Proxy Statement pursuant to the rules of the SEC. You must send your proposal to our principal executive offices at:

The WhiteWave Foods Company

c/o Corporate Secretary

2711 North Haskell Avenue, Suite 3400

Dallas, Texas 75204

According to our bylaws, any proposal properly raised at the meeting by a stockholder will require the affirmative vote of the holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of common stock present at the meeting (in person and by proxy) and entitled to vote on the matter.

Who will pay for this solicitation?

We have not engaged a third party to assist in the solicitation of votes; however, certain of our officers and employees may solicit proxies by mail, telephone, fax, e-mail or in person. We will pay all costs associated with this Proxy Statement and the solicitation of proxies. Upon request, we will reimburse stockbrokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock.

Our transfer agent, Computershare, will count the votes and act as inspector of election.

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PROPOSALS BY OUR BOARD OF DIRECTORS

Proposal One: Election of Directors

Our Board of Directors currently consists of six directors who are divided into three classes: two directors whose term will expire at the 2013 Annual Meeting of Stockholders, two directors whose term will expire at the 2014 Annual Meeting of Stockholders, and two directors whose term will expire at the 2015 Annual Meeting of Stockholders. In October 2012, we amended and restated our certificate of incorporation to provide for the declassification of our Board of Directors over a three-year period, with such declassification expected to commence in 2015 and be complete in 2017. Stockholders will vote for the two nominees listed below to serve for a three-year term until the 2016 Annual Meeting of Stockholders, or until such director’s earlier death, resignation or removal.

Each of the nominees listed below is currently a member of our Board of Directors and has agreed to stand for election. There are no family relationships among our directors or executive officers.

Stephen L. Green

Director since August 2012

Mr. Green, age 62, retired in December 2012 as a partner with Canaan Partners, a venture capital firm, where he had served since November 1991. From October 1985 until November 1991, Mr. Green served as Managing Director of GE Capital’s Corporate Finance Group. In addition to serving on our Board of Directors, Mr. Green serves on the Board of Directors of Dean Foods, where he serves on the Compensation Committee, and The Active Network, a software firm, where he serves on the Compensation Committee and the Audit Committee. He also serves on the boards of directors of Caris Life Sciences, the parent company of Caris Diagnostics and Caris Molecular Diagnostics, where he chairs the Audit Committee, and Verance Corporation, a media technology developer, where he serves on the Audit Committee, both of which are privately held.

Mr. Green has a broad background in financing companies involved in manufacturing, retail, radio, television, cable broadcasting and financial services. During his 25-year career in private equity, he analyzed hundreds of financial statements and served on numerous Boards of Directors. In addition, Mr. Green held a variety of financial roles over a 12-year period at General Electric, including a 5-year term as a Corporate Auditor. Mr. Green also served as Chairman of the Audit Committee at Advance PCS, a NYSE-listed Fortune 500 company, from 1993 to 2005. We believe that Mr. Green should serve as our director because his comprehensive experience and responsibility for financial and accounting issues will serve the Company well in his role as a director and a member of the Audit Committee.

Michelle P. Goolsby

Director since November 2012

Ms. Goolsby, age 55, is a Venture Partner and a member of the Investment Committee of Greenmont Capital Partners, a private equity firm. Prior to joining Greenmont Capital Partners, Ms. Goolsby held multiple offices with Dean Foods from 1998 to 2008, including Executive Vice President, General Counsel and Chief Administrative Officer and Executive Vice President, Development, Sustainability and Corporate Affairs. Before joining Dean Foods, Ms. Goolsby spent more than 13 years in private law practice. In addition to serving on our Board of Directors, Ms. Goolsby serves on the Board of Directors of Capstead Mortgage Corporation, a real estate investment trust, where she serves on the Governance Committee, and SACHEM Inc., a private chemical science company, where she serves on the Strategic Planning and HR/Compensation Committees. She also serves on the Boards of Directors of two nonprofit organizations, Vitamin Angels Alliance, Inc., where she serves as Chair of the Board, and The Organic Center.

As Venture Partner of Greenmont Capital Partners and executive at Dean Foods, Ms. Goolsby has significant experience with the natural products industry, with an emphasis on investments, corporate development, sustainability, corporate governance, compliance, human resources and communications.

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Ms. Goolsby also has extensive experience from her years in private practice with mergers and acquisitions, public and private securities offerings and other capital markets transactions, which will be invaluable in the analysis and assessment of the strategic direction of our Company.

Information on our other directors, including biographies, other Board service and particular qualifications, can be found beginning on page 16 of this Proxy Statement.

Our Board of Directors unanimously recommends that you vote FOR the election of Mr. Green and Ms. Goolsby.

Proposal Two: Approval of the 2012 Stock Incentive Plan

Our Board of Directors is asking stockholders to approve the 2012 Stock Incentive Plan (the “2012 SIP”), which was adopted in connection with our initial public offering and approved by Dean Foods in its capacity as sole stockholder on October 14, 2012. The 2012 SIP is being submitted for stockholder approval in order to ensure that future awards may qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code and therefore be exempt from the cap on our tax deduction that may be imposed by Section 162(m) of the Internal Revenue Code. The following is a summary of the material features of the 2012 SIP. For a more complete understanding of the 2012 SIP, please refer to the entire text of the 2012 SIP, a copy of which is included with this Proxy Statement as Appendix A.

General

The purposes of the 2012 SIP are to attract and retain executive personnel, other key employees, non-employee directors and consultants of outstanding ability, to motivate them by means of performance-related incentives, and to enable them to participate in our growth and financial success. Eligibility to participate in the 2012 SIP is limited to our employees (including officers and directors who are employees), non-employee directors and consultants, and employees, non-employee directors and consultants of our subsidiaries.

Until March 11, 2013, and as further described below, the 2012 SIP was administered by our independent directors within the parameters initially established by Dean Foods and the Dean Foods Compensation Committee (the “DF Compensation Committee”), except that the equity awards granted to certain of our executive officers and key employees in connection with our initial public offering (the “IPO Grants”) described below were approved by the DF Compensation Committee and our independent directors. Effective March 11, 2013, our Board of Directors established the Compensation Committee, which is now responsible for administering our 2012 SIP.

The Compensation Committee will, from time to time, determine the specific persons to whom awards under the 2012 SIP will be granted, the extent of any such awards, and the terms and conditions of each award. The Compensation Committee may delegate this authority, in their discretion, to our Chief Executive Officer or other officers, but may only delegate authority with respect to grants to individuals who are not our executive officers and only to the extent that such delegation is permitted under applicable law. The Compensation Committee or its designee, pursuant to the terms of the 2012 SIP, also will make all other necessary decisions and interpretations under the 2012 SIP.

Under the 2012 SIP, the Compensation Committee may grant awards of various types of equity-based compensation, including stock options, stock appreciation rights, restricted stock and restricted stock units (“RSUs”), performance shares and performance units, and other types of equity-based awards.

Only Class A common stock may be awarded under the 2012 SIP. The maximum number of shares of Class A common stock that will be available to be awarded under the 2012 SIP is 20,000,000 shares. The maximum number of shares of Class A common stock that may be issued under the 2012 SIP with respect to

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incentive stock options is 1,000,000 shares. In addition, no participant may be granted awards of restricted stock, RSUs, performance shares, and performance units covering more than 2,000,000 shares of Class A common stock in any calendar year, and no participant may be granted options and stock appreciation rights (“SARs”) covering more than 2,000,000 shares of Class A common stock in any calendar year. These limits may be modified upon certain corporate events, including recapitalizations, in order to preserve, or prevent the enlargement of, benefits or potential benefits under the 2012 SIP, as may the awards themselves. If Dean Foods effects a spin-off of all or a portion of its ownership interest in us (any such transaction, the “Spin-Off”), these limits will not apply with respect to awards that may be made under the 2012 SIP in replacement of then outstanding awards in respect of Dean Foods common stock outstanding immediately prior to the Spin-Off. No more than $10,000,000 may be paid to any one participant with respect to cash-based awards made during a calendar year.

Performance Shares and Performance Units; Performance Awards; Performance Criteria

The Compensation Committee may grant awards of performance shares or performance units under the 2012 SIP based upon the achievement of specified performance objectives or the occurrence of other events, such as a change in control, as determined by the committee in its discretion. In administering the 2012 SIP, the Compensation Committee has the authority to determine other terms and conditions of the performance shares and performance units, including conditioning payment on the participant’s completing a minimum period of service following the grant date. Participants may not transfer any shares underlying such awards before they vest. The Compensation Committee may also grant performance awards under the 2012 SIP. Performance awards may be payable in cash or in shares of Class A common stock, and may relate to a single-year performance period, such as an annual bonus award, or multi-year periods.

The Compensation Committee may establish performance goals applicable to any award, including performance awards, performance shares, and performance units, consistent with the terms of the 2012 SIP. When establishing a performance goal, the Compensation Committee will determine the performance period over which performance against the goal will be measured and the amount of cash or number or value of shares of Class A common stock that may be earned based on the level of the performance goal achieved. Additional provisions that relate to the setting of the performance goal, certifying achievement of performance against the goal and the amount earned, and exercising negative discretion to reduce the amount earned and that apply to awards made to executive officers are intended to meet the tax deductibility rules for “performance-based” compensation under Section 162(m) of the Code.

The 2012 SIP provides that the Compensation Committee may base the performance goals upon the relative or comparative attainment of one or more of the following performance criteria (whether in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies): total stockholder return, stock price, operating earnings or margins, net earnings, earnings per share, EBITDA, net sales, return on equity, income, market share, return on investment, return on capital employed, working capital, return on invested capital, level of expenses, revenue, cash flow, and, in the case of persons who are not executive officers, such other criteria as may be determined by the Compensation Committee. Performance criteria may be established on a company-wide basis or with respect to one or more business units, divisions, or subsidiaries. When establishing performance criteria for a performance period, the Compensation Committee may exclude any or all charges or costs associated with restructurings of our Company or any subsidiary, discontinued operations, other unusual or non-recurring items, the cumulative effects of accounting changes, or such other objective factors as the Compensation Committee deems appropriate.

Unless otherwise determined by the Compensation Committee or provided in an employment or individual severance agreement, if a participant’s service is terminated by reason of death, disability, or retirement during the performance period, but at least one year into the performance period, the participant will be entitled to a distribution of the same number of performance awards or performance shares, as well as the value of performance units (without proration) or that would have been payable for the performance period had his

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service continued until the end of the performance period. If a participant’s service is terminated for any other reason, performance awards, performance shares, and the value of performance units relating to the relevant performance period, will be immediately forfeited and cancelled (unless otherwise determined by the Compensation Committee or provided in an employment or individual severance agreement), and, in any event, all such performance awards, performance shares, and the value of performance units will be immediately forfeited and cancelled upon termination of service for cause.

Restricted Stock and RSUs

The Compensation Committee may grant awards of restricted stock and RSUs under the 2012 SIP. Restricted stock and RSUs are forfeitable until they vest, and the participant may not transfer the restricted stock before it vests. Unless otherwise determined by the Compensation Committee, restricted stock and RSUs will vest ratably over three years on each anniversary of the date of grant (subject to the participant’s continued service with us) or upon satisfaction of any additional conditions to vesting, such as the achievement of specified performance objectives or changes in control, as determined by the Compensation Committee in its discretion. RSUs may be settled in cash or shares of Class A common stock. Unless otherwise determined by the Compensation Committee or provided in an award, employment or individual severance agreement, if a participant’s service is terminated by reason of death, disability, or retirement during the restricted period, a pro rata portion of any restricted stock or RSUs held by the participant will vest and no longer be forfeitable based on the number of full calendar months of the participant’s service at the date of termination relative to the number of months in the restricted period. If a participant’s service is terminated for any other reason, any restricted stock or RSUs held by the participant will be immediately forfeited and cancelled (unless otherwise determined by the Compensation Committee or provided in an employment or individual severance agreement), and, in any event, all such restricted stock and RSUs will be immediately forfeited and cancelled upon termination of service for cause. Unless otherwise determined by the Compensation Committee, shares of restricted stock have the right to vote and to receive dividends, if any, from the date of grant, while RSUs do not have such rights prior to vesting.

Stock Options and SARs

The Compensation Committee may grant awards of stock options and SARs under the 2012 SIP. The stock options may be either “incentive stock options” (as that term is defined in Section 422 of the Code), which provide the recipient with favorable tax treatment, or options that are not incentive stock options (“non-qualified stock options”). The Compensation Committee has the authority to determine the terms and conditions of the stock options, including the number of shares subject to each stock option and SAR, the exercise price per share, which must be at least the fair market value of a share of our Class A common stock on the date of grant (as determined in accordance with the 2012 SIP), and when the stock option or SAR will become exercisable. Unless otherwise determined by the Compensation Committee, or provided in an award, employment or individual severance agreement, the stock options and SARs will become vested and exercisable in three approximately equal installments on each of the first three anniversaries of the date of grant. Stock options and SARs may also become exercisable upon satisfaction of any additional conditions to vesting, such as the achievement of specified performance objectives or a change in control, as determined by the Compensation Committee in its discretion. The exercise period for any stock options and SARs awarded under the 2012 SIP may not extend beyond ten years from the date of grant.

Stock options and SARs awarded under the 2012 SIP that vest and become exercisable may be exercised in whole or in part. The exercise price of a stock option may be paid either in cash or cash equivalents or, if permitted by the Compensation Committee, with previously acquired shares of our Class A common stock, by means of a brokered cashless exercise, or by a combination of the foregoing, provided that the consideration tendered, valued as of the date tendered, is at least equal to the exercise price for the stock options being exercised. Additionally, options may be “net exercised,” that is, the excess, if any, of the full fair market value of the shares issuable upon exercise of the options being exercised over the exercise price for such shares and the taxes associated with such exercise will be delivered in shares of Class A common stock without any requirement that the participant pay the exercise price.

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SARs are similar to stock options, except that no exercise price is required to be paid. Upon exercise of a SAR, the participant will receive payment equal to the increase in the fair market value of a share of Class A common stock on the date of exercise over the exercise price (fair market value on date of grant) times the number of shares of Class A common stock as to which the SAR is being exercised. The payment will be made in cash or shares of Class A common stock of equivalent value.

Unless otherwise determined by the Compensation Committee or provided for in an award, employment, or individual severance agreement, if a participant’s service is terminated by reason of death or disability, all stock options and SARs held by the participant at the date of termination will vest and become exercisable and will remain exercisable until the earlier of (i) the second anniversary of such termination (or, for incentive stock options, the first anniversary of such termination) or (ii) the expiration date of the option or SAR. If a participant’s service is terminated for any other reason, any stock options held by the participant that have not become vested and exercisable will be immediately cancelled and any stock options and SARs that have become vested and exercisable will remain exercisable for 90 days following such termination. In any event, all stock options and SARs (whether or not then vested and exercisable) will be immediately cancelled upon termination of service for cause.

Other Stock-Based Awards

The 2012 SIP permits the Compensation Committee to grant other forms of stock-based awards with such terms and conditions as the committee determines, including provisions relating to the impact of termination of service and a change in control. Such awards may include outright grants of shares of Class A common stock without restriction or awards structured to meet the requirements of non-U.S. law or practice. Such awards may be settled by the issuance of shares of Class A common stock or by a cash payment equal to the value of the shares earned under the award.

Change in Control

Except as otherwise provided in an employment or individual severance agreement or award agreement, upon a change in control (as defined in the 2012 SIP) of our Company, or, with respect to the IPO Grants and if prior to a Spin-Off, (1) all outstanding stock options and SARs will become immediately vested and exercisable; (2) the restricted period of all outstanding restricted stock and restricted stock units will immediately lapse; and (3) each outstanding performance award, performance share, and performance unit will be cancelled in exchange for at least 100% of the amount earned upon full achievement of applicable performance criteria. In addition, the Compensation Committee may provide that in connection with a change in control:

If a change in control occurs as a result of a merger, reorganization, consolidation, or sale of all or substantially all of our assets, any participant whose service is involuntarily terminated (other than for cause) on or after the date on which our stockholders approve the transaction giving rise to the change in control will be treated for purposes of the 2012 SIP as continuing service with us until the consummation of the change in control and to have been terminated immediately thereafter.

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Amendment and Termination

Our Board of Directors may terminate or suspend the 2012 SIP at any time, and from time to time may amend or modify the 2012 SIP, provided that without the approval by a majority of the votes cast at a duly constituted meeting of stockholders, no amendment or modification to the 2012 SIP may (1) materially increase the benefits accruing to participants under the 2012 SIP, (2) except as a result of an adjustment in capitalization, materially increase the number of shares of stock subject to awards under the 2012 SIP or the number of awards or amount of cash that may be granted to a participant under the 2012 SIP, (3) materially modify the requirements for participation in the 2012 SIP, or (4) materially modify the 2012 SIP in any way that would require stockholder approval under any regulatory requirement that the Compensation Committee determines to be applicable. Consequently, the 2012 SIP cannot be amended to remove the prohibition on re-pricing or to permit the grant of options or SARs at below fair market value exercise prices without stockholder approval. No amendment, modification, or termination of the 2012 SIP shall in any material way adversely affect any award previously granted under the 2012 SIP without the consent of the participant. The 2012 SIP shall continue in effect, unless sooner terminated by the Board of Directors, until August 7, 2022, the tenth anniversary of the date on which the 2012 SIP was adopted by the Board of Directors, at which time no additional awards may be granted after that date.

Plan Benefits

As of December 31, 2012, approximately 145 persons, including the persons serving as our executive officers and non-employee directors, were eligible to receive awards under the 2012 SIP. The granting of awards under the 2012 SIP is discretionary, and except as otherwise provided below with respect to the awards that became effective as of the effective time of the initial public offering, grants to non-employee directors, and the 2013 long-term incentive awards the Compensation Committee granted in March 2013, we cannot now determine with any certainty the number or type of awards to be granted in the future to any particular person or group. The grants listed below are not contingent on approval of the 2012 SIP at the

2012 SIP Benefits(1)

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As noted below, in addition to the awards listed above, it is expected that in connection with and effective immediately upon a Spin-Off or any other corporate transaction requiring conversion of equity-settled long-term incentive, outstanding equity awards with respect to Dean Foods common stock will be converted into equity awards granted under the 2012 SIP with respect to our common stock, which will have substantially equivalent value and substantially identical terms to the awards they replace. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation—Treatment of Outstanding Dean Foods Equity Awards.”

On March 6, 2013, the last reported sale price of our Class A common stock on the New York Stock Exchange was $16.27 per share.

Our Board of Directors unanimously recommends that you vote FOR the approval of the 2012 Stock Incentive Plan.

Proposal Three: Advisory Vote on Executive Compensation

As a result of The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, in accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) we are presenting to our stockholders a proposal to approve, on an advisory basis, our fiscal year 2012 executive compensation programs and policies and the compensation paid to our executives as disclosed in this Proxy Statement. We are committed to our pay-for-performance philosophy and are aware of the significant interest of our stockholders and the general public in executive compensation matters.

As described more fully in Compensation Discussion and Analysis beginning on page 31, and the related compensation tables, notes and narrative presented in this Proxy Statement, our executive compensation program is designed to attract, motivate, reward and retain the senior management talent required to achieve our corporate objectives and to execute our long-term transformation plan. We believe that our compensation policies and practices directly link compensation to our performance and strongly align the interests of our executive officers with our stockholders. Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses in detail how our compensation policies and procedures implement our compensation philosophy. While we intend to carefully consider the voting results of this proposal, the vote is advisory in nature and therefore not binding on us, our Board of Directors or the Compensation Committee. Our Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of this vote when making future compensation decisions for our executives.

Our Board and the Compensation Committee believe that the executive compensation described in Compensation Discussion and Analysis and elsewhere in this Proxy Statement is appropriate and reflects the performance of the Company in 2012. In deciding how to vote on this proposal, we urge you to consider the following factors, many of which are more fully discussed in the Compensation Discussion and Analysis:

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For these reasons, our Board of Directors is asking stockholders to approve, on an advisory basis, the following resolution:

RESOLVED, that the compensation paid to the Company’s executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby approved.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by the Company, the Board of Directors or the Compensation Committee, create or imply any change to the fiduciary duties of the Board of Directors or the Compensation Committee, or create or imply any additional fiduciary duties for the Board of Directors or the Compensation Committee. Nevertheless, our Board of Directors and the Compensation Committee value the opinions expressed by our stockholders in their vote on this proposal and will take into account the outcome of the vote when making future compensation decisions for our executives.

Our Board of Directors unanimously recommends that you vote FOR this Proposal Three.

Proposal Four: Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires us, under Section 14A of the Exchange Act, to provide stockholders with a non-binding, advisory vote on the frequency of future executive compensation advisory votes. Although the vote is advisory and is not binding on the Board of Directors or the Company, the Board of Directors will take into account the outcome of the vote when considering the frequency of future executive compensation advisory votes.

Stockholders may choose one of the following frequencies:

1 Year;

2 Years;

3 Years; or

Abstain from voting.

The choice receiving the highest number of votes will be deemed the choice of the stockholders. Because the vote on this proposal is advisory in nature, it will not be binding on or overrule any decision by the Board of Directors, and will not create or imply any additional fiduciary duty on the part of the Board of Directors. The Board of Directors will take into account the outcome of the vote when determining the frequency of future advisory votes on executive compensation.

After careful consideration, the Board of Directors believes that an advisory vote on executive compensation every three years is the best approach for the Company based on a number of considerations, including the following:

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Please note that this proposal does not provide stockholders with the opportunity to vote for or against any particular resolution. Rather, it permits stockholders to choose how often they would like us to include a stockholder advisory vote on the compensation of our executives on the agenda for the Annual Meeting of Stockholders. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide that it is in the best interest of our stockholders and the Company to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs. Proxy cards mailed but not properly completed will be voted in accordance with the Board’s recommendation.

Our Board of Directors unanimously recommends that you vote for “3 YEARS” on this proposal.

Proposal Five: Ratification of Selection of Independent Auditor

The Audit Committee of our Board of Directors has selected Deloitte & Touche LLP to serve as our independent auditor for fiscal year 2013 and is soliciting your ratification of that selection.

The Audit Committee has responsibility for selection of our independent auditor and stockholder ratification is not required. However, as a matter of good corporate governance, the Audit Committee is soliciting your vote on this proposal and will take your vote into consideration when selecting our independent auditor in the future.

The Audit Committee of our Board of Directors has responsibility for overseeing our financial reporting and various other matters. See page 22 of this Proxy Statement for further information about the responsibilities of our Audit Committee and page 30 for the Audit Committee Report.

Our Board of Directors unanimously recommends that you vote FOR the proposal to ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2013.

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OTHER INFORMATION

Who is on our Board of Directors?

Pursuant to the Company’s bylaws, the Board of Directors has the ability to determine the appropriate number of directors in order to maximize the Board of Directors’ effectiveness and efficiency. Our Board of Directors has set the number of directors constituting the full Board at six, and we currently have six directors. The Board of Directors is currently divided into three classes, each of whose members serve for staggered three-year terms: two directors whose term will expire at the 2013 Annual Meeting of Stockholders, two directors whose term will expire at the 2014 Annual Meeting of Stockholders, and two directors whose term will expire at the 2015 Annual Meeting of Stockholders. In October 2012, we amended and restated our certificate of incorporation to provide for the declassification of our Board of Directors over a three-year period with such declassification expected to commence in 2015 and be complete in 2017. Stockholders will vote for the nominees listed in Proposal One to serve a three-year term until our 2016 Annual Meeting of Stockholders, or until such director’s death, resignation or removal. Proxies cannot be voted for a greater number of persons than the nominees named in Proposal One of this Proxy Statement.

In addition to the two directors nominated for election, the following persons currently serve on our Board of Directors:

Gregg L. Engles

Chairman of the Board of Directors and Chief Executive Officer

Director since August 2012

Mr. Engles, age 55, has served as our Chief Executive Officer and as Chairman of our Board of Directors since August 2012. He previously served as the Chief Executive Officer of Dean Foods from the formation of Dean Foods in 1994 until 2012. In addition, Mr. Engles serves on the Board of Directors of Dean Foods, where he serves as Chairman; Children’s Medical Center of Dallas, where he chairs the Facilities and Strategic Planning Committee and serves on the Finance Committee; and Grocery Manufacturers of America. Mr. Engles also serves on the Boards of Trustees of Dartmouth College, where he serves on the Student Affairs Committee and the Advancement Committee, and The Hockaday School, an independent college preparatory day and boarding school for girls in Dallas, Texas, where he serves on the Finance and Administration Committee. He previously served on the Board of Directors of TreeHouse Foods, Inc. until May 2008.

Mr. Engles is uniquely qualified to serve as our Chairman and Chief Executive Officer. As the founder and Chairman of the Board of Dean Foods, he has been the principal architect of our Company’s business platforms, having built Dean Foods’ WhiteWave segment through a series of successful strategic acquisitions. Thus, he has unmatched experience with our Company’s business and a deep knowledge of the food and beverage industry.

Mr. Engles’ initial term as a director will expire in 2014.

Joseph S. Hardin, Jr.

Director since August 2012

Mr. Hardin, age 68, served as Chief Executive Officer of Kinko’s, Inc., a leading provider of printing, copying, and binding services, from May 1997 until his retirement in January 2001. Mr. Hardin held a variety of positions from 1986 to April 1997 with increasing responsibility at Wal-Mart Stores, Inc., ultimately serving as an Executive Vice President and as the President and Chief Executive Officer of Sam’s Club, the wholesale division of Wal-Mart Stores, Inc. Mr. Hardin also serves on the Boards of Directors of Dean Foods, where he serves on the Compensation and Executive Committees, as well as PetSmart, Inc., where he serves on the Corporate Governance and Compensation Committees.

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Mr. Hardin’s qualifications include serving as Chief Executive Officer of three different companies with market capitalizations ranging from $2 billion to $22 billion. He has also previously served on the Board of, and as a supply chain consultant to, American Greetings Corporation. Mr. Hardin’s wide ranging leadership experience, including leadership roles with Wal-Mart Stores, Inc., our largest customer, is an invaluable asset in his role as a director.

Mr. Hardin’s initial term as a director will expire in 2014.

Mary E. Minnick

Director since December 2012

Ms. Minnick, age 53, currently holds the position of Partner with Lion Capital, a consumer-focused private equity investment firm in London. Prior to joining Lion Capital, she spent 23 years working for the Coca-Cola Company where she served as Executive Vice President and President, Marketing, Strategy and Innovation. Ms. Minnick is a member of the Board of Directors for Target Corporation, and serves as a Supervisory Board Director of Heineken NV.

Ms. Minnick has extensive experience in the consumer products industry and has been responsible for sourcing investments, conducting deal transactions and advising management teams.

Ms. Minnick’s initial term as a director will expire in 2015.

Doreen A. Wright

Director since August 2012

Ms. Wright, age 56, is an independent director and an information technology and business transformation consultant. She previously served as Senior Vice President and Chief Information Officer of Campbell Soup Company from 2001 to 2008. Ms. Wright also served as Interim Chief of Human Resources for Campbell Soup Company in 2002. From 1999 to 2001, Ms. Wright served as Executive Vice President and Chief Information Officer for Nabisco Inc. Prior to that, from 1995 to 1998 Ms. Wright held the position of Senior Vice President, Operations & Systems, Prudential Investments, for Prudential Insurance Company of America and held various positions with American Express Company, Bankers Trust Corporation and Merrill Lynch & Co. Ms. Wright currently serves on the Boards of Directors of Dean Foods, where she serves on the Audit and Governance Committee, as well as Crocs, Inc., a global leader in innovative, casual footwear, where she chairs the Compensation Committee. She also serves on the Board of New Hope Arts, Inc., a regional nonprofit arts center. In addition, Ms. Wright served on the Board of Directors of Citadel Broadcasting Corporation from 2010 to 2011, where she chaired the Compensation Committee; The Oriental Trading Company from 2008 to 2011, where she served on the Audit and Compensation Committees; Yankee Candle Company from 2003 to 2007, where she served on the Compensation and Audit Committees; and Conseco, Inc. from 2007 to 2010, where she served on the Audit and Enterprise Risk Committee.

Ms. Wright brings more than 30 years of leadership experience in the financial services and consumer products industries, with emphasis in the area of information technology, operations, and human resources. Ms. Wright also has extensive experience as a public company director, including service on audit, compensation, and corporate governance committees.

Ms. Wright’s initial term as a director will expire in 2015.

Who are our independent directors?

Under applicable NYSE rules, a director qualifies as “independent” only if the Board of Directors affirmatively determines that he or she has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a material relationship with the Company). Our Board of Directors must conduct an annual assessment of the independence of each member of our Board of Directors,

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taking into consideration all relationships between our Company and/or our officers, on the one hand, and each director on the other, including the director’s commercial, economic, charitable and family relationships, and such other criteria as our Board of Directors may determine from time to time. The guidelines established by our Board of Directors to determine director independence are included in our Corporate Governance Principles, which are available on our website at www.whitewave.com.

In making its independence determinations, the Board considered certain relationships and transactions. See “What are our policies regarding transactions with related persons and what relationships do we have with our executive officers and directors—Related Party Transaction Policy” on page 68 of this Proxy Statement. In March 2013, our Board determined that the following members of our Board of Directors are “independent,” as that term is used in the NYSE rules and our Corporate Governance Principles: Michelle Goolsby, Stephen L. Green, Joseph S. Hardin, Jr., Mary E. Minnick, and Doreen A. Wright. Mr. Engles was not determined to be an independent director because he currently serves as the Chief Executive Officer of our Company. In addition, the Board has determined that Ms. Goolsby, Mr. Green, Mr. Hardin, and Ms. Wright are independent for Audit Committee purposes under Rule 10A-3 of the Exchange Act.

What are the responsibilities of our Board of Directors?

Our Board of Directors is responsible for overseeing and interacting with senior management with respect to key aspects of our business, including strategic planning, management development and succession, operating performance, compliance and stockholder returns. It is the responsibility of the Board of Directors to select and evaluate a well-qualified Chief Executive Officer of high integrity and to approve the appointment of other members of the senior management team. The Board of Directors provides general advice and counsel to our Chief Executive Officer and other senior executives.

All directors are expected to avoid conflicts of interest and to represent the best interests of our stockholders in maintaining and enhancing the success of our business. The Board will conduct a self-evaluation annually to ensure that it is functioning effectively.

Members of our Board of Directors are required to regularly attend Board meetings and to attend our Annual Meeting of Stockholders, unless unforeseen circumstances prevent them from doing so. The 2013 Annual Meeting is the Company’s first annual meeting of stockholders.

Our Board of Directors meets according to a set quarterly schedule and also holds special meetings and acts by unanimous written consent from time to time as appropriate. The Board met eight times during 2012, all of which were special meetings. In 2012, all directors attended at least 75% of the meetings of the Board of Directors and the committees on which they served.

What is our Board leadership structure?

Our Company adheres to high standards of corporate governance. Our Board of Directors is composed primarily of independent directors, as that term is defined in the NYSE rules and our Corporate Governance Principles. We have a strong and active Board of Directors that understands our business and works closely with our Chief Executive Officer and other senior management. Our Board believes that the combined role of Chairman and Chief Executive Officer promotes and facilitates information flow between management and the Board, which is essential to effective governance. The Board believes the combined role of Chairman and Chief Executive Officer, together with an independent Lead Director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between development and execution of the Company’s short- and long-term strategy and independent oversight of management.

Although we do not separate the Chairman and Chief Executive Officer roles, the independent members of our Board of Directors have appointed a Lead Director. According to our Corporate Governance Principles, the Lead Director must be an independent director and is elected annually by the Board of Directors. The Lead

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Director: (1) calls all Board meetings; (2) approves the schedule and agenda for all Board meetings; (3) presides at executive sessions of the Board; and (4) acts as a liaison between the non-employee directors and our Chief Executive Officer.

The independent directors on our Board meet in executive session at the end of each regularly scheduled Board meeting and following special meetings from time to time. In October 2012, our Board of Directors elected Joseph S. Hardin, Jr. to serve as our Lead Director. Mr. Engles works closely with Mr. Hardin to identify appropriate topics of consideration for the Board and to plan effective and informative meetings.

All members of the Audit, Nominating and Corporate Governance and Compensation Committees of our Board of Directors are independent. Therefore, oversight of critical matters such as the integrity of our financial statements, executive compensation (including the compensation of our Chief Executive Officer), and the nomination of directors and evaluation of the Board of Directors and its Committees is entrusted solely to independent directors.

How much are Board members paid?

Our objectives for non-employee director compensation are to remain competitive with the compensation paid to non-employee directors of comparable companies so that we may attract and retain qualified candidates for Board service and to reinforce our practice of encouraging stock ownership by our directors. The compensation structure for non-employee directors was modified effective January 1, 2013. Compensation for non-employee directors during 2012 and the modifications for 2013 to such compensation structure are set forth below.

2012 Board Compensation

For the fiscal year ended December 31, 2012, non-employee directors were entitled to receive the following cash compensation:

Director Compensation for 2012

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2013 Board Compensation

Effective as of January 1, 2013, non-employee directors are entitled to receive the following compensation:

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Director Stock Ownership Guidelines

Our Corporate Governance Principles establish stock ownership guidelines for our non-employee directors. Pursuant to such principles, within three years of joining our Board of Directors, all non-employee directors are expected to own Class A common stock of the Company having a value of at least three times the director’s annual retainer paid for service on our Board of Directors. For purposes of these principles, a director is deemed to “own” beneficially owned shares, as well as shares of restricted stock and RSUs, whether or not any applicable restrictions have lapsed, but not stock options, whether vested or unvested.

What are the Committees of our Board of Directors and who serves on those Committees?

Our Board of Directors has established certain standing committees to assist in the performance of its various functions. Our Board of Directors has determined, upon recommendation of the Nominating and Corporate Governance Committee, that all of the members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent as defined under the rules of the NYSE and in accordance with our Corporate Governance Principles, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act. All Committee members are appointed by our Board of Directors upon recommendation of the Nominating and Corporate Governance Committee.

The chart below lists the standing committees of our Board of Directors and indicates who currently serves on those committees.

In 2012, Mr. Green and Ms. Wright served on the Audit Committee, which met two times. Our Board of Directors established the Compensation and Nominating and Corporate Governance Committees effective March 11, 2013. Prior to the establishment of these committees, our Board of Directors’ compensation, nominating, and corporate governance functions were managed by a special committee of the Board comprised of our independent directors as permitted by the NYSE rules for “controlled companies.”

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What are the responsibilities of our Board Committees?

The responsibilities of each of our standing committees is described below. Each of the Committees operates under a written charter; has authority to retain independent legal, accounting or other advisors, at our expense; makes regular reports to the Board of Directors; and will review its own performance annually. The charter of each Committee is available on our website at www.whitewave.com. . Stockholders may also contact our Investor Relations Department at investor.relations@whitewave.com or at The WhiteWave Foods Company, 12002 Airport Way, Broomfield, CO 80021 to obtain a free copy.

Audit Committee. The Audit Committee’s responsibilities include:

The Audit Committee is required to meet at least quarterly.

Compensation Committee. The Compensation Committee’s responsibilities include:

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Additional information regarding the processes and procedures followed by the Compensation Committee in considering and determining executive and director compensation is provided below under the heading “Compensation Discussion and Analysis” beginning on page 31 of this Proxy Statement.

The Compensation Committee will review and approve the compensation for our executive officers, including the Chief Executive Officer. Our Chief Executive Officer will make recommendations to the Compensation Committee each year on the appropriate compensation to be paid to our executive officers, excluding himself. The Compensation Committee will make the final determination of the amount of compensation to be awarded to each executive officer, including the Chief Executive Officer, based on the Compensation Committee’s determination of how that compensation achieves the objectives of our compensation policies. The Compensation Committee may delegate limited authority to our Chief Executive Officer or other executive officer to grant stock options, RSUs and other long-term incentive awards in connection with the hiring of new employees or the promotion or special recognition of selected employees.

The Compensation Committee will meet several times each year to discuss setting individual compensation levels, and it will seek to ensure that management’s interests are aligned with those of stockholders and to motivate and reward individual initiative and effort by emphasizing a pay-for-performance compensation philosophy so that attainment of Company, business unit and individual performance goals are rewarded. The Compensation Committee also will determine and establish our short-term and long-term incentive plans and other executive benefits as needed throughout each year. In addition, the Compensation Committee will evaluate any advisors to such committee for potential conflicts of interest and considers such conflicts in connection with any engagement of such advisors. For more information regarding the actions of our Compensation Committee, see the Compensation Discussion and Analysis section of this Proxy Statement.

Risk Considerations in our Compensation Programs. We have reviewed our compensation policies and practices for our employees and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on our Company. We reviewed our conclusion with our Board of Directors and the Compensation Committee, who believe that the mix and design of the elements of our compensation program are appropriate and encourage executive officers and key employees to strive to achieve goals that benefit our Company over the long term. Our compensation policies and procedures are applied uniformly to all eligible participants. By targeting both Company-wide goals and business unit goals where appropriate for short-term incentive compensation, and by using benchmarks to our peer groups for long-term incentive compensation, we believe we have allocated our compensation among base salary and short and long-term compensation target opportunities in a manner that does not encourage excessive risk-taking by our employees.

Compensation Consultant

In connection with our initial public offering, the Dean Foods Compensation Committee, which we refer to as the DF Compensation Committee, used a compensation consultant, Mercer (US), LLC (“Mercer”), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to assist in structuring our initial compensation and benefits programs and setting initial compensation for our directors, executive officers, and senior executives. The DF Compensation Committee relied on Mercer to identify peer companies, collect and analyze market compensation data related to those companies, and worked with Dean Foods’ management and the DF Compensation Committee to ensure that the data was appropriately aligned to WhiteWave. In addition, the DF Compensation Committee worked with Mercer to ensure that descriptions of our executive positions were appropriately comparable to those of companies in our peer groups, and to properly adjust the raw data so that it is appropriate for a company of our size. Using this data, Mercer made preliminary compensation recommendations based on the DF Compensation Committee’s compensation philosophy.

Since our initial public offering, Mercer has continued to provide services to the DF Compensation Committee and our independent directors, who fulfilled the functions of WhiteWave’s compensation committee until our Board established the Compensation Committee effective March 11, 2013. See “Compensation

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Discussion and Analysis—Compensation Methodology—WhiteWave Post-IPO Compensation Methodology” for a description of the process. Our Compensation Committee has not separately retained Mercer, although the Compensation Committee utilizes Mercer’s services because we are a controlled subsidiary of Dean Foods. All of Mercer’s fees for services relating to WhiteWave have been paid by Dean Foods. After any Spin-Off or other transaction that results in Dean Foods no longer holding a controlling interest in us, our Compensation Committee will consider whether to continue to engage Mercer or another compensation consultant to advise it with respect to our executive compensation programs.

Mercer was retained by the DF Compensation Committee to provide executive compensation services and reports directly to the Chairman of the DF Compensation Committee and the Chairman of our Compensation Committee. Although the DF Compensation Committee or our Compensation Committee approves the scope of Mercer’s each Committee and its fees for those services, Mercer also works with management to ensure that its advice and recommendations reinforce the Company’s business strategy and are consistent with the Company’s pay-for-performance philosophy. Examples of executive compensation services provided by Mercer during 2012 include the following:

Mercer provides advice and assistance to Dean Foods and/or to the Company in several areas outside of executive compensation, including the following:

In addition, we have engaged affiliates of Marsh & McLennan Companies, Inc., the parent company of Mercer, to provide certain group insurance, risk management services and actuarial services.

The aggregate fees billed by Mercer in 2012 were approximately:

Mercer operates its compensation practice as a separate business unit from its other services, and we have been advised by Mercer that the compensation of its executive compensation consultants is based solely on the fees generated by the executive compensation practice. Mercer also advised us that its employees who advise the

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DF Compensation Committee or our Compensation Committee were not involved in the provision of services by Mercer’s affiliates. Our Compensation Committee has adopted the following policy with respect to the retention of a compensation consultant:

Although the Compensation Committee does not approve in advance the engagement of Mercer by management for services other than those related to executive compensation, the Compensation Committee will review, on a quarterly basis, all other services provided by Mercer and will consider on an ongoing basis whether such services compromise Mercer’s independence in providing services to the Compensation Committee. The other services were approved by management in the normal course of business.

In addition the Compensation Committee considered the independence of Mercer in light of new SEC rules and NYSE listing standards. The Compensation Committee received a letter from Mercer addressing its independence, including the following factors: (i) other services provided to the Company by Mercer; (ii) fees paid by Dean Foods as a percentage of Mercer’s total revenue; (iii) policies or procedures maintained by Mercer that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (v) any Company stock owned by the individual consultants involved in the engagement; and (vi) any business or personal relationship between the Company’s executive officers and Mercer or the individual consultants involved in the engagement. The Compensation Committee concluded that the services provided by Mercer do not raise any conflict of interest.

Compensation Committee Interlocks and Insider Participation

Because we are a “controlled company” under NYSE rules, our independent directors performed the functions of a compensation committee during fiscal year 2012. Mr. Engles is our Chairman and Chief Executive Officer, and he is presently Chairman of Dean Foods. None of our independent directors (Ms. Goolsby, Mr. Green, Mr. Hardin, Ms. Minnick, and Ms. Wright) is or was, during the past year, an officer or employee of the Company or a former officer or employee of the Company, and none of them has or had any relationship requiring disclosure under Item 404 of Regulation S-K. Other than Mr. Engles, who serves on the Dean Foods Board of Directors as Chairman of the Board, none of our executive officers serves as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. No interlocking relationships exist between any member of our Board of Directors and any member of the compensation committee of any other company.

Nominating and Corporate Governance Committee. The purpose of the Nominating and Corporate Governance Committee is to consider, develop, and make recommendations to the Board of Directors regarding corporate governance principles generally and the appropriate size, function, and operation of the Board and its Committees to optimize the effectiveness of the Board. The Nominating and Corporate Governance Committee also performs the functions of a nominating committee. The Nominating and Corporate Governance Committee’s responsibilities include:

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The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described below under the heading “What is the Board’s role with respect to the nomination of directors?”

Committee Charters/Form 10-K. We believe that the charters adopted by the Audit, Compensation and Nominating and Governance Committees comply with applicable corporate governance rules of the NYSE. These charters and a copy of our Annual Report on Form 10-K for the year ended December 31, 2012, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K, as filed with the SEC, are available on our website at www.whitewave.com. Stockholders may also contact Investor Relations at The WhiteWave Foods Company, 12002 Airport Way, Broomfield, CO 80021 or at investor.relations@whitewave.com to obtain copies of the Committee charters or our Form 10-K without charge.

How can I communicate with our Board of Directors?

Should you wish to contact our Lead Director or any other member of our Board of Directors on a Board-related issue, you may write to him or her in care of Roger E. Theodoredis, Corporate Secretary, at The WhiteWave Foods Company, 12002 Airport Way, Broomfield, CO 80021. Relevant communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as:

In addition, material that is threatening, illegal or similarly unsuitable will be excluded. Any communication that is screened as described above will be made available to any director upon his or her request.

What is the Board’s role with respect to risk oversight?

The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risk. While the Board is ultimately responsible for overall risk oversight at our Company, our three Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. Pursuant to its charter, the Audit Committee has primary responsibility for monitoring the Company’s major financial risk exposures and the steps the Company has taken to control such exposures, including the Company’s risk assessment and risk management guidelines and policies. Our management team has implemented an enterprise risk management program to conduct an annual business risk assessment and present its findings and progress toward mitigating such risks to the Audit Committee throughout the year. The business risk assessment includes an action plan to address such risks, and the Audit Committee discusses with management the appropriateness of such strategies. The Audit Committee also is charged with overseeing risks with respect to our Related Party Transaction Policy, and with any potential conflicts of interest with directors and director nominees. The Compensation Committee is charged with ensuring that our compensation policies and procedures do not

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encourage risk taking in a manner that would have a material adverse impact on the Company. The Nominating and Corporate Governance Committee is charged with overseeing management succession planning and management development. Each Committee will report its findings to the full Board for consideration. In addition, the Board receives updates from senior management on other areas of material risk at each regularly scheduled quarterly meeting, including operational, financial, legal and regulatory, and strategic and reputational risks. These measures are designed to allow the Board to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

What is the Board’s role with respect to the nomination of directors?

Prior to March 11, 2013, our independent directors fulfilled the Board’s role with respect to the nomination of directors. As of March 11, 2013, the Nominating and Corporate Governance Committee, with the input of the Chief Executive Officer, will be responsible for recommending (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. In connection with the selection and nomination process, the Committee will 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. In considering whether to recommend any candidate to the Board, the Committee will apply the criteria set forth in our Corporate Governance Principles.

Our independent directors retained, and the Nominating and Corporate Governance Committee may retain, as appropriate, search firms to assist in identifying qualified director candidates. The Nominating and Corporate Governance Committee 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. The Committee will not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, disability or sexual orientation.

How can stockholders nominate directors?

Stockholders may recommend individuals to the Board of Directors for consideration as potential director candidates by submitting their names, together with appropriate biographical information and the number of shares of our common stock beneficially owned by the nominee to our principal executive offices at:

Board of Directors

c/o WhiteWave Corporate Secretary

2711 North Haskell Avenue, Suite 3400

Dallas, Texas 75204

Assuming the appropriate information has been provided on a timely basis, the Board of Directors will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board of Directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the Proxy Statement for the next annual meeting of stockholders.

Stockholders also have the right under our bylaws to directly nominate candidates, without any action or recommendation on the part of the Board of Directors. Our bylaws require that the Company be given advance written notice of stockholder nominations for election to the Board of Directors. Such nomination must contain the information required by our bylaws with respect to the nominee and the stockholder. To be timely, a stockholder’s notice must be delivered to WhiteWave’s Corporate Secretary (i) in the case of an annual meeting,

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not earlier than the 120th day and no later than 5:00 P.M., Central Time, on the 90th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder must be delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 P.M., Central Time, on the later of the 90th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation; or (ii) in the case of a special meeting at which the Board of Directors gives notice that directors are to be elected, not earlier than the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or the tenth day following the day on which notice of the date of such special meeting was mailed or public announcement of the date of the meeting was made, whichever occurs first.

Do we have a Code of Ethics?

We have adopted a Code of Ethics that applies to all of our directors, executive officers, and employees, with the exception of our Alpro employees, who are subject to a comparable code of ethics. In addition, all of our directors, executive officers, and employees are subject to Dean Foods’ Code of Ethics.

Our Code of Ethics is posted on our corporate website at www.whitewave.com. Any amendments to or waivers of our Code of Ethics for directors or executive officers also will be posted on our website. If you would like a copy of our Code of Ethics, please request one by contacting our Investor Relations Department at:

The WhiteWave Foods Company

Attention: Investor Relations

12002 Airport Way

Broomfield, CO 80021

investor.relations@whitewave.com

How is our ethics and compliance function managed?

We have a designated compliance officer who oversees our ethics and compliance program. She provides regular reports to the Audit Committee on the program’s effectiveness and works closely with various functions to coordinate the sharing of best practices across our Company.

Do we have a Disclosure Committee?

We have established a Financial Disclosure Committee composed of members of management to assist in fulfilling our obligations to maintain effective disclosure controls and procedures and to coordinate and oversee the process of preparing our securities filings with the SEC.

Who is our Independent Auditor?

Deloitte & Touche LLP has served as independent auditor for the Company since its formation in 2012. In addition to performing the audit of the Company’s consolidated financial statements, Deloitte & Touche also provides various other services to the Company. All of the services provided for the Company by Deloitte & Touche in 2012 were approved by the Audit Committee. The aggregate fees and reimbursable expenses billed to the Company and its subsidiaries by Deloitte & Touche in 2012 were as follows:

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All of the fees in the table above were paid by Dean Foods; however, the Company reimbursed Dean Foods for a portion of such fees.

The Audit Committee has recommended ratification of its engagement of Deloitte & Touche as the Company’s independent auditor for 2013.

The Audit Committee has sole authority to engage and determine the compensation of the Company’s independent auditor. Annually, the Audit Committee pre-approves services to be provided by Deloitte & Touche. The Audit Committee also considers and is required to pre-approve the engagement of Deloitte & Touche for the provision of other services during the year. In addition to conducting the Company’s 2013 audit, the Audit Committee has pre-authorized Deloitte & Touche to provide services to the Company in connection with the following types of audit-related and tax matters:

Audit-Related Engagements

Tax Engagements

Other

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The pre-approval described above will expire in the first quarter of 2014. In the event a matter of a type listed above arises before the first quarter of 2014, the Audit Committee has authorized management, if necessary, to negotiate, for the Audit Committee’s approval and execution, an engagement agreement related to that matter. For each such matter, management is required to provide the Audit Committee, at its next regularly scheduled meeting, with documentation about the services provided or to be provided. Any service that management requests Deloitte & Touche to provide that is of a type that has not been pre-approved must be considered at a meeting of the Audit Committee before the service is provided, or may be pre-approved by the Chairman of the Audit Committee pursuant to a delegation by the Audit Committee. In determining whether to approve the engagement of Deloitte & Touche, the Audit Committee considers whether such engagement is consistent with Deloitte & Touche’s independence. The Audit Committee also considers the amount of audit and audit-related fees in comparison to all other fees paid to Deloitte & Touche and the Audit Committee reviews such comparisons regularly.

Representatives of Deloitte & Touche will be present at the annual meeting to make a statement, if they choose, and to answer any questions you may have.

Audit Committee Report

We have reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2012 with representatives of Deloitte & Touche and Company management. We have discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. We discussed with the Company’s Chief Audit Executive and with Deloitte & Touche the overall scope and plans for their respective audits. We met with the Chief Audit Executive and with Deloitte & Touche, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. We have also regularly reviewed and discussed the Company’s activities with respect to risk assessment and risk management, and received regular reports regarding the Company’s compliance program.

We have discussed with Deloitte & Touche the matters that are required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

We have received from Deloitte & Touche the written disclosures and the letter required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and we have discussed with Deloitte & Touche their independence.

We have considered whether the services performed by Deloitte & Touche, other than audit services or services related to the audit, are compatible with maintaining the independence of Deloitte & Touche, and we have concluded that they are. Based on our reviews and discussions with management and Deloitte & Touche, as described above, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

This report is presented by:

The members of the Audit Committee

Michelle P. Goolsby (Chairman)

Stephen L. Green

Joseph S. Hardin, Jr.

Doreen A. Wright

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How is the compensation of our Named Executive Officers determined?

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is intended to provide investors with an understanding of our compensation policies and practices with respect to our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for the year ended December 31, 2012. These executive officers, whom we refer to as our Named Executive Officers, are:

Prior to our initial public offering, we were a wholly-owned subsidiary of Dean Foods and compensation decisions relating to our executive officers were made by the compensation committee of Dean Foods (the “DF Compensation Committee”). Since our initial public offering, Dean Foods has continued to hold a majority of the voting power of our outstanding common stock, which makes us a “controlled company” for purposes of the NYSE rules. As such, we were not required to establish a separate compensation committee until the time when we ceased to be a controlled company. While our Board established the Compensation Committee effective March 11, 2013, our independent directors served the functions of a compensation committee until that time. Consequently, compensation decisions relating to our executive officers, including the Named Executive Officers, prior to March 11, 2013 were determined as follows:

Except as noted above, all future compensation actions, including approval of the performance objectives, payout potential and payout curve, for the 2013 STI plan will be or have been approved by the Compensation Committee. The Compensation Committee is comprised solely of non-management directors whom our Board of Directors has determined are independent within the meaning of the NYSE rules. The compensation and benefits programs described below, which were approved by the DF Compensation Committee, and approved or ratified by our independent directors, are not necessarily indicative of the compensation and benefits programs that the Compensation Committee may approve for our Named Executive Officers in the future.

In this Compensation Discussion and Analysis we describe:

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This Compensation Discussion and Analysis first describes our executive compensation policies that became effective in connection with our initial public offering, and Dean Foods’ historical executive compensation policies as they relate to the 2012 compensation of our Named Executive Officers, with a discussion focusing on the main components of the compensation and benefits programs. Except as otherwise indicated below, the compensation objectives, strategy, and decisions that were applicable to us and our Named Executive Officers for 2012 were consistent with the compensation objectives, strategy, and decisions that were generally applicable to Dean Foods for 2012. We then detail the process for determining, and analyze the salary and STI compensation determinations made with respect to, 2012 compensation of our Named Executive Officers. Finally, we describe the LTI, compensation programs, and severance and change in control benefits that are provided to our Named Executive Officers.

Executive Compensation Objectives and Policies

Prior to our initial public offering, we were a wholly-owned subsidiary of Dean Foods and historically shared the compensation objectives of Dean Foods, including attracting and retaining top talent, motivating and rewarding the performance of senior executives in support of achievement of strategic, financial, and operating performance objectives, ensuring that our total compensation packages are competitive in comparison to those offered by our peers and that our compensation practices are consistent with high standards of corporate governance and best practices within our industry, and aligning our executives’ interests with the long-term interests of our stockholders through LTI awards. Our Named Executive Officers, as well as our employees generally, historically have participated in Dean Foods’ compensation and benefits plans and programs, including as described below under “—Other Compensation,” and our Named Executive Officers participated in the Dean Foods’ 401(k) plan, the Dean Foods Supplemental Executive Retirement Plan (“SERP”) and the Dean Foods Executive Deferred Compensation Plan. They will continue to participate in such plans until we cease to be a “controlled company,” at which time we expect to adopt a 401(k) plan, SERP and an executive deferred compensation plan that are similar to those maintained by Dean Foods, as well as other benefits plans and programs such as health and welfare plans and programs. These plans and programs are intended to align our compensation programs with our business objectives, promote good corporate governance, and achieve our compensation objectives.

Historically, the DF Compensation Committee has been responsible for determining the executive compensation strategy and philosophy for Dean Foods and its subsidiaries. The DF Compensation Committee reviews and approves individual compensation packages for the most senior executives of Dean Foods, including the Named Executive Officers who were senior executives of Dean Foods prior to our initial public offering. In the case of compensation for employees of Dean Foods below the most senior level, the DF Compensation Committee delegates certain authority to our management to make determinations in accordance with guidelines established by the DF Compensation Committee.

Elements of Compensation

WhiteWave Elements of Compensation. Our initial compensation and benefits programs for our Named Executive Officers were approved by both the DF Compensation Committee and our independent directors and consist generally of the following:

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Dean Foods Elements of Compensation. Dean Foods’ historical compensation and benefits programs for our Named Executive Officers are composed of the following elements:

Dean Foods does not maintain an ERISA-qualified defined benefit plan for any of our Named Executive Officers.

Agreements with Named Executive Officers

We, and in certain cases Dean Foods, have entered into change in control agreements and employment agreements with our Named Executive Officers. These agreements are summarized below under the headings “—Severance and Change in Control Benefits” and “Do we have agreements with our Named Executive Officers or directors?”

Benchmark Comparison Group for Executive Compensation Purposes

WhiteWave Benchmark Comparison Group. For purposes of establishing our initial compensation and benefits programs and setting initial base salaries, STI compensation, LTI compensation and IPO Grants, the DF Compensation Committee and our independent directors reviewed the total compensation offered by our competitors for management talent. To facilitate this comparison, Mercer recommended the following group of peer companies of WhiteWave to serve as a benchmark, which we refer to as the WhiteWave Benchmark Comparison Group:

The DF Compensation Committee and our independent directors used an analysis conducted by Mercer to assist with the selection of WhiteWave Benchmark Comparison Group companies. The criteria considered by the DF Compensation Committee and our independent directors in selecting peer companies for the WhiteWave Benchmark Comparison Group include the following:

We expect that the Compensation Committee will evaluate, at least annually and with assistance from its compensation consultant, the appropriate companies to include in the WhiteWave Benchmark Comparison Group.

Dean Foods Benchmark Comparison Group. Historically, Dean Foods has used a group of peer companies as its benchmark, which we refer to as the Dean Foods Benchmark Comparison Group, in order to ensure that its total compensation is comparable to that offered by competitors for its management talent and that it is able to

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attract and retain the highest caliber management team. The Dean Foods Benchmark Comparison Group is reviewed at least annually by the DF Compensation Committee with input from Mercer. For fiscal year 2012 compensation purposes, the DF Compensation Committee measured compensation against the Dean Foods Benchmark Comparison Group set forth below:

The DF Compensation Committee used an analysis conducted by Mercer to assist with its selection of Dean Foods Benchmark Comparison Group companies. The criteria considered by the DF Compensation Committee in selecting peer companies for the Dean Foods Benchmark Comparison Group include the following:

Bottling companies were also considered comparable to Dean Foods’ business due to similarities in manufacturing and distribution capabilities.

Compensation Methodology

WhiteWave Post-IPO Compensation Methodology. Generally, the DF Compensation Committee and our independent directors followed a compensation methodology similar to that historically employed by Dean Foods, described below, in setting our initial compensation and benefit programs that took effect upon our initial public offering. This methodology emphasizes a pay-for-performance compensation philosophy to ensure that management’s interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort. In addition, in connection with our initial public offering, our Board of Directors approved terms and conditions in our STI and LTI compensation plans, applicable to our Named Executive Officers and other participants in those plans, that enable the company to “clawback” or recoup incentive compensation awarded under those plans pursuant to any clawback policy adopted by the company.

To determine the initial compensation program for our Named Executive Officers that took effect upon our initial public offering, the DF Compensation Committee and our independent directors directed Mercer to provide an analysis of base salary, STI compensation, and LTI compensation for senior executives with similar responsibilities, including positions within business groups within the companies in the WhiteWave Benchmark Comparison Group. They also directed Mercer to compare the compensation of our executive officers by percentile ranking to the compensation received by officers in comparable positions at WhiteWave Benchmark Comparison Group companies for base salary, STI compensation, and LTI compensation. The DF Compensation Committee and our independent directors then considered these rankings as a factor in determining base salary, annual STI compensation, and LTI compensation for our Named Executive Officers and other senior executives. In addition, in

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connection with our initial public offering, Messrs. Engles, Fugger and Zanetich transitioned from their roles as employees of Dean Foods and became employees of WhiteWave. While we expect that certain of our Named Executive Officers, including Mr. Engles, will receive less total direct compensation (excluding the IPO Grants) in their new positions at WhiteWave, the DF Compensation Committee and our independent directors took into account their skills and experience serving in executive roles at Dean Foods, a significantly larger enterprise, when setting their target compensation relative to the WhiteWave Benchmark Comparison Group.

Our compensation philosophy mirrors the compensation philosophy of Dean Foods, which is to compensation our executive officers and other key employees at the following approximate percentile ranges:

Generally, this approach assures that if the performance metrics and individual goals are met at the target level, the participant will be paid total direct compensation at or near the 60^th percentile for his position relative to the WhiteWave Benchmark Comparison Group. The DF Compensation Committee and our independent directors believe that our compensation philosophy will allow us to attract and retain executives from key consumer packaged goods companies with which we compete for talent.

The DF Compensation Committee and our independent directors met throughout the latter half of 2012 with Mercer, with members of the Dean Foods and WhiteWave management teams and independently, in setting our initial compensation programs and policies in connection with our initial public offering. Our initial compensation program reflects our transition to an independent public company with a different benchmark comparison group, the transfer of certain of our executive officers from Dean Foods to WhiteWave, with a corresponding loss of certain Dean Foods compensation and benefits, and the anticipated value to WhiteWave from attracting and retaining executives who have the unique skills and experience needed to help ensure WhiteWave’s success following the initial public offering. In setting our initial compensation, compensation levels for some of the executives who transferred from Dean Foods to the Company were decreased by less than the amount required to achieve our target compensation levels in order to provide an incentive for them to join the Company and in recognition of the executive officer’s skill, time in role and accomplishments. Over time, we intend to continue to adjust our executive compensation programs and policies to more closely align with our target percentile ranges; however, the Compensation Committee retains discretion to provide compensation outside of our target range, as the Committee deems appropriate, commensurate with an executive’s skill, time in role and accomplishments. As a result, our initial compensation program (excluding the IPO Grants) exceeds our target percentile ranges:

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WhiteWave Pre-IPO Compensation Methodology. To ensure that management’s interests are aligned with those of Dean Foods’ stockholders and to motivate and reward individual initiative and effort, Dean Foods’ executive compensation program emphasizes a pay-for-performance compensation philosophy so that attainment of enterprise-wide, business unit, and individual performance goals is rewarded. Through the use of performance-based plans that emphasize attainment of enterprise-wide and/or business unit goals, Dean Foods seeks to foster teamwork and commitment to performance. The use of tools, such as equity ownership and LTI compensation programs, is important to ensure that the efforts of management are consistent with the objectives of Dean Foods’ stockholders.

To determine the 2012 compensation program for our Named Executive Officers that was in effect prior to our initial public offering, the DF Compensation Committee directed Mercer to provide an analysis of base salary, STI compensation, and LTI compensation for senior executives with similar responsibilities, including positions within business groups, within the companies in the Dean Foods Benchmark Comparison Group. They also directed Mercer to compare Dean Foods’ executive officers’ compensation by percentile ranking to the compensation received by officers in comparable positions at Dean Foods Benchmark Comparison Group companies for base salary, STI compensation, and LTI compensation. The DF Compensation Committee then considered these rankings as one factor in determining base salary, annual STI compensation, and LTI compensation for our Named Executive Officers and other senior executives. In addition to the comparison data, the DF Compensation Committee also considered the achievement of performance targets and the subjective evaluation of such officer’s overall performance and contribution to Dean Foods’ results, as discussed in more detail under “—Annual Cash Compensation.” In addition to the Dean Foods Benchmark Comparison Group, the DF Compensation Committee also considered general industry data where such additional information was helpful.

Dean Foods’ compensation philosophy has been to compensate our Named Executive Officers and other key employees at the following approximate percentile ranges, which are competitive within the Dean Foods Benchmark Group:

Generally, this approach assures that if the performance metrics and individual goals are met at the target level, the participant will be paid total direct compensation at or near the 50^th-60^th percentile for his or her position relative to the Dean Foods Benchmark Comparison Group. The DF Compensation Committee believes that setting base salary at the 60^th percentile is appropriate due in part to the fact that, unlike many of its peer companies, U.S.-based executive officers of Dean Foods do not participate in a defined benefit plan. In addition, the DF Compensation Committee believes that the salary targets allow Dean Foods to attract and retain executives from key consumer packaged goods companies with which it competes for talent.

In February 2012, the DF Compensation Committee approved 2012 LTI grants and the 2012 STI Plan, which included targets for executives in the Corporate, WhiteWave, and Alpro business units of Dean Foods, and the targets for the Dean Foods Executive Retention Plan (the “DF Executive Retention Plan”), which correspond to the targets for the 2012 STI Plan. The DF Compensation Committee also finalized and approved 2012

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individual objectives for Dean Foods’ executive team, including our Named Executive Officers. At its scheduled meetings in May, August, and November 2012, the DF Compensation Committee received updates on performance to date compared to targets set forth in the 2012 STI Plan and the DF Executive Retention Plan, and reviewed relative total stockholder return, or TSR, data for LTI performance related to the performance cash plan. The DF Compensation Committee strives to keep an ongoing dialogue with Dean Foods’ management and Mercer throughout the year with respect to executive compensation issues.

Compensation of Our Chief Executive Officer. At the beginning of 2012, the DF Compensation Committee established specific objectives for 2012 for Gregg L. Engles, who at the time was serving as Dean Foods’ Chairman and Chief Executive Officer. In January 2013, Mr. Engles prepared a self-assessment of his performance for 2012, which was reviewed by the Lead Director of the Dean Foods Board of Directors, our Lead Director and the Chair of the DF Compensation Committee. The Chair of the DF Compensation Committee then forwarded Mr. Engles’ self-assessment of his performance to the DF Compensation Committee for input on Mr. Engles’ performance rating and individual payout factor. Because our initial public offering was not completed until the fourth quarter of 2012, Mr. Engles’ performance relating to his objectives for 2012 was approved by the DF Compensation Committee and ratified by our independent directors. Pursuant to the employee matters agreement that we have entered into with Dean Foods, Dean Foods was responsible for paying Mr. Engles’ 2012 STI related to the period during 2012 prior to our initial public offering. After receiving input, the Chair of the DF Compensation Committee, together with the Lead Director of the Dean Foods Board of Directors and our Lead Director, agreed upon a performance rating and individual payout factor for Mr. Engles and then distributed their assessment to our other independent directors and the full Dean Foods Board of Directors, each for review. Once all feedback was received, the Lead Director of the Dean Foods Board of Directors, our Lead Director and the Chair of the DF Compensation Committee prepared a final Chief Executive Officer assessment that was distributed to the full Dean Foods Board of Directors and our Board of Directors for review. The Lead Director of the Dean Foods Board of Directors and our Lead Director then communicated the results of the assessment to Mr. Engles. Other than preparation of his performance self-assessment, Mr. Engles does not participate in the process of determining his own compensation, nor was he present for the DF Compensation Committee or independent director discussions regarding his compensation. An overview of key achievements that were considered when evaluating Mr. Engles’ 2012 performance is discussed below under the heading “—Compensation Mix—Annual Cash Compensation—STI Compensation.”

When considering Mr. Engles’ compensation under the applicable compensation programs and policies, the DF Compensation Committee and the independent directors of our Board of Directors compared base salary, STI compensation, LTI compensation, and total compensation to that of the chief executive officer of each company in the WhiteWave Benchmark Comparison Group and the skills and experience of Mr. Engles in his prior role as the Chief Executive Officer at Dean Foods, a significantly larger enterprise. Such information was used when determining Mr. Engles’ compensation, applying the metrics described below under “—Annual Cash Compensation—Base salary,” “—Annual Cash Compensation—Short-Term Incentive Compensation,” “—Long-Term Incentive Compensation,” and “—Long-Term Incentive Compensation—Cash Settled.” Our independent directors and the DF Compensation Committee targeted Mr. Engles total initial annual compensation at or near the 75^th percentile of total compensation for Chief Executive Officers of companies included in the WhiteWave Benchmark Comparison Group.

The difference in magnitude and mix of target total compensation between Mr. Engles’ compensation and the compensation of our other Named Executive Officers and other executive officers reflects the significant difference in their responsibilities. In many public companies, the chief executive officer’s compensation is much higher than that of other executive officers. Mr. Engles is directly responsible for driving our strategy and for ensuring that the strategy is fully executed across our organization. In addition, Mr. Engles is directly responsible for selecting, retaining, managing, and developing the executive team that will develop and execute corporate strategy.

Role of Chief Executive Officer in Compensation of Other Named Executive Officers. At the beginning of 2012, performance objectives for 2012 were established for all of our Named Executive Officers. Mr. Engles

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worked with Messrs. McPeak and Zanetich, the Named Executive Officers who reported to him at the beginning of 2012, to develop their specific objectives to present to the DF Compensation Committee for approval. At the beginning of 2012, the DF Compensation Committee approved the specific objectives for Messrs. McPeak and Zanetich, which were tracked throughout the year by the DF Compensation Committee and, after our initial public offering, our independent directors.

The process of setting specific performance objectives for Messrs. Haecker and Fugger, and tracking their performance for 2012 against their objectives throughout the year, was similar to the process followed with respect to the other Named Executive Officers; however, because Messrs. Haecker and Fugger were not executive officers of Dean Foods, Mr. Engles and the DF Compensation Committee were not directly involved in setting their objectives. Mr. Haecker developed his specific objectives for 2012, which were then reviewed and approved by Mr. McPeak, and Mr. Fugger developed his specific objectives for 2012, which were then reviewed and approved by the Chief Financial Officer of Dean Foods. Their respective objectives were aligned with the strategic and general business objectives of WhiteWave and Alpro. Because Messrs. Haecker and Fugger are executive officers of WhiteWave the DF Compensation Committee and our independent directors reviewed their performance against their respective objectives as described above with respect to the other Named Executive Officers.

In February 2013, Mr. Engles presented to our independent directors and, in the case of Messrs. McPeak and Zanetich, the DF Compensation Committee, for further input his assessments of the 2012 performance of the Named Executive Officers against their respective individual objectives and recommended STI compensation payout percentages. Once our independent directors finalized these assessments, Mr. Engles then met with each of the Named Executive Officers to review the officer’s performance. Mr. Engles based his 2012 compensation STI payout recommendations with respect to our Named Executive Officers using the same WhiteWave Benchmark Comparison Group market data reviewed by the DF Compensation Committee and our independent directors, his subjective review of each Named Executive Officer’s overall performance and contribution to the business units, and the overall performance of WhiteWave and Dean Foods and the Named Executive Officer’s applicable business unit. While they considered Mr. Engles’ recommendations with respect to the compensation of our Named Executive Officers, our independent directors independently and, as applicable, the DF Compensation Committee, evaluated the recommendations and made all final compensation decisions relating to such Named Executive Officers.

A similar process was followed with respect to setting specific performance objectives for 2013. At the beginning of 2013, Mr. Engles worked with each of the Named Executive Officers to develop specific objectives to present to the Compensation Committee for approval. In March 2013, the Compensation Committee approved the specific 2013 objectives for the Named Executive Officers and will track their respective performance against these objectives throughout the year. It is expected that, in early 2014, Mr. Engles will present to the Compensation Committee his assessments of the 2013 performance of our Named Executive Officers against their respective individual objectives and will recommend STI compensation payout percentages.

Compensation Mix

Because of the ability of executive officers to directly influence the overall performance of Dean Foods and WhiteWave, and consistent with Dean Foods’ and our philosophy of linking pay to performance, the DF Compensation Committee and the WhiteWave independent directors allocate a significant portion of compensation paid to our executive officers to performance-based STI and LTI programs. In addition, as an employee’s responsibility and ability to affect our financial results increases, base salary becomes a relatively smaller component of total compensation and LTI compensation becomes a larger component of total compensation. See the “Summary Compensation Table for 2012” and the “Grant of Plan-Based Awards in Fiscal Year 2012” table for more information.

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WhiteWave Compensation Mix. Our initial target total direct compensation (excluding the IPO Grants) for our Named Executive Officers was composed of the following:

Dean Foods Compensation Mix. Prior to our initial public offering, Dean Foods target total direct compensation for our Named Executive Officers was composed of the following:

Annual Cash Compensation

Base Salary. The base salary component of our initial compensation program and Dean Foods’ historical compensation program is intended to compensate our senior executives for their job responsibilities and level of experience and to facilitate attracting and retaining top talent, consistent with our and Dean Foods’ objectives. It is Dean Foods’ historical practice to set base salary levels at approximately the 60^th percentile of the Dean Foods Benchmark Comparison Group and the overall general industry, adjusted to reflect each executive’s individual performance and contributions. In connection with our initial public offering, the base salary levels in our initial compensation program (excluding our Chief Executive Officer) were set at approximately the 60^th percentile of the WhiteWave Benchmark Comparison Group and the overall general industry, adjusted to reflect each executive’s individual performance and contributions, as well as to account for the skills and experience of our Named Executive Officers who had served in executive roles at Dean Foods, a significantly larger enterprise. The DF Compensation Committee and our independent directors believe that the salary targets allow us to attract and retain executives from key consumer packaged goods companies with which we compete for talent. In some cases, such as when an executive is recruited from another company, we and Dean Foods may exceed the base salary levels indicated in order to attract, and ultimately retain, the executive, or some executives’ base salary may be below such levels due to internal promotions or other circumstances.

Historically, the DF Compensation Committee annually reviewed base salaries of our executive officers and made adjustments based on changes in the respective Benchmark Comparison Group, the performance of the executive, and the performance of the respective company. The DF Compensation Committee historically separately reviewed the performance of Mr. Engles and made adjustments as warranted. In connection with our initial public offering, base salaries for our Named Executive Officers were reviewed and adjusted in the fourth quarter of 2012. We expect, beginning in 2014, that the Compensation Committee will review salaries of our Named Executive Officers on an annual basis.

The table below discloses base salary of our Named Executive Officers prior to and after our initial public offering.

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Short-Term Incentive Compensation. The STI component of compensation is designed to motivate senior executives to achieve annual financial and other goals based on our strategic, financial, and operating performance objectives. In 2012, in connection with its review of strategic and operating plans, Dean Foods established target STI payout percentages consistent with the Dean Foods Benchmark Comparison Group for each executive, the achievement of which was based on a combination of Dean Foods’ performance, the performance of particular business units for which an executive had responsibility, and individual objectives, based on the executive’s area of business responsibility.

For 2012, cash incentive payments were based on the 2012 Short-Term Incentive Compensation Plan (the “2012 STI Plan”) approved by the DF Compensation Committee, which established performance measures for the Corporate, WhiteWave, and Alpro STI compensation plans. The 2012 STI Plan places significant weight on the achievement of financial objectives. The 2012 STI Plan used the following key performance measures:

In establishing the 2012 STI Plan, the DF Compensation Committee considered operating income an appropriate performance criterion to measure the achievement of the Dean Foods Corporate Objectives and the business units’ objectives because it is representative of the profitability and operating efficiency of Dean Foods as a whole, and by platform for each business unit. In addition, the net sales performance measure for the WhiteWave and Alpro business units underscores the focus on the quality of top line performance and growing Dean Foods businesses at the time of the establishment of such 2012 STI Plan. The achievement of objectives under such plans was reviewed and approved by the DF Compensation Committee and, with respect to the Named Executive Officers, ratified by our independent directors. Since our initial public offering was completed in the fourth quarter of 2012, the performance objectives under the 2012 STI Plan were not modified in connection with the initial public offering and our Named Executive Officers participated in the 2012 STI Plan through the end of 2012.

While Dean Foods reports its financial results in accordance with U.S. GAAP, the DF Compensation Committee retains the right to adjust the financial targets used to measure the STI payouts to eliminate the net expense or net gain related to certain items identified in Dean Foods’ quarterly earnings press releases. Dean Foods believes these adjustments allow investors to make meaningful comparisons of its operating performance between periods and to view its business from the same perspective as its management. Pursuant to the 2012 STI Plan, our independent directors and the DF Compensation Committee also may (but have no obligation to) adjust the incentive criteria, targets, or payout scale upon the occurrence of extraordinary events or circumstances. For 2012, the only adjustments made to the STI financial targets were to adjust the operating income of WhiteWave’s Alpro business segment to reflect $4.0 million in foreign currency exchange rate differences and incremental marketing and trade expenditures of $2.9 million.

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In February 2013, the DF Compensation Committee assessed the performance of our Named Executive Officers against the financial goals for Corporate and performance for the WhiteWave and Alpro business units that had been established at the beginning of 2012, which assessment was ratified by our independent directors. The financial performance measures used for our Named Executive Officers, and the results of the 2012 assessment, are set forth in the table below.

In addition to the financial performance measures described above, a portion of each Named Executive Officer’s STI compensation was based on achievement of individual objectives approved as set forth above in “—Compensation Methodology—Compensation of Our Chief Executive Officer,” and “—Compensation Methodology—Role of Chief Executive Officer in Compensation of Other Named Executive Officers.”

The payout factor for the financial component of 2012 STI compensation for each executive officer ranged from zero to 200% of that officer’s target payment, depending on actual performance in 2012 against the financial objectives established by the DF Compensation Committee. Achievement at the target level constituted 100% payout of that portion of the STI compensation. The payout factor for the individual objective component of STI compensation for each executive officer ranged from zero to 150% of that officer’s target payment, depending on the officer’s performance in 2012 against the individual objectives established by the DF Compensation Committee.

In addition, if Dean Foods or one of its business units exceeded 100% of its respective financial objectives, then each executive officer’s individual objective payout factor was multiplied by the relevant financial payout factor, resulting in a maximum payout of 300% of the individual objective component of the officer’s short-term incentive compensation. For participants with two or more financial performance measures in the financial component, the financial payout percentages were averaged on a pro rata basis to determine if overall financial performance exceeded 100%, in which case the pro rata average of the financial payout percentages was multiplied by the individual objective payout percentage for purposes of calculating the individual component of the incentive award. The maximum total payout for any executive officer, including our Named Executive Officers, under the formulas set forth above is 240% of the executive officer’s target incentive opportunity.

The following table provides, for each Named Executive Officer, each element of 2012 STI Plan payment and the relative weight assigned to each of the elements described above:

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In addition to the financial performance measures discussed above, the DF Compensation Committee assessed the performance of our Named Executive Officers against the strategic performance goals that comprised the individual objective portion of each Named Executive Officer’s goals. The individual objective portion of the 2012 STI Plan, by its nature, has an element of subjectivity. Performance is measured against each executive’s leadership and execution of strategic and organizational objectives established at the beginning of 2012. An overview of key objectives achieved by our Named Executive Officers is set forth below.

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With respect to the individual objectives component of 2012 STI Plan compensation, all of our Named Executive Officers met and exceeded all objectives, resulting in a rating of “significantly above target” for their respective individual ratings. Pursuant to the respective 2012 STI Plan, payout for a “significantly above target” rating for (i) a Corporate executive ranged from 130% to 150% and (ii) a WhiteWave executive ranged from 140% to 150%, in each case with a multiplier corresponding to business unit or Corporate performance that was above 100% for the particular target. Our named executive officers received the following ratings with respect to their individual components: Mr. Engles—150%; Mr. Haecker—140%; Mr. McPeak—150%; Mr. Zanetich—145%; and Mr. Fugger—150%. Payouts under the 2012 STI Plan were based on each Named Executive Officer’s salary as of December 31, 2012 and were prorated for changes made to the “target” payout, as a percentage of base salary, in connection with our initial public offering. Target payout percentages were adjusted in connection with our initial public offering to reflect (i) changes made to an officer’s compensation to better align with our target percentile ranges; and/or (ii) an increase in the scope of the officer’s duties and responsibilities with WhiteWave.

The table below shows the STI compensation payout target for fiscal year 2012 and the actual payouts for our Named Executive Officers:

Pursuant to the employee matters agreement that we have entered into with Dean Foods, Dean Foods was responsible for the 2012 STI payments to Messrs. Engles, Zanetich and Fugger related to their periods of service prior to our initial public offering

The Compensation Committee approved our STI Plan for 2013 with the target payout based 60% on achievement of specific financial performance measures and 40% on achievement of individual objectives. See “WhiteWave 2013 Compensation Actions—2013 STI Target Levels.”

Long-Term Incentive Compensation

We believe, and Dean Foods has historically believed, that a significant portion of each senior executive’s compensation should be dependent on long-term value created for stockholders. Our initial LTI compensation program and Dean Foods’ historical LTI compensation program are each designed to align the results achieved for stockholders with the rewards provided to senior executives. Dean Foods has historically granted awards in

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the form of stock options, RSUs, and CPUs. Our initial compensation program includes grants of stock options and RSUs. Stock options are used to motivate and reward senior executives relative to value created for stockholders. RSUs are used to provide an ongoing retention element and a continuing link to stockholder value. See “—Long-Term Incentive Compensation – Cash Settled—Dean Foods Cash Performance Units” for a discussion of Dean Foods’ CPUs. The DF Compensation Committee historically annually reviewed both market practices and trends, as well as the availability of shares and units in its incentive program, in determining the mix of awards, and we expect that the Compensation Committee will perform similar annual reviews in the future.

Dean Foods’ 2012 Long-Term Incentive Awards. For 2012, LTI grants were awarded under Dean Foods’ compensation program to our Named Executive Officers as follows:

Awards historically were granted at the dollar amount representing the 50^th percentile of LTI grants made to executives with similar positions in the Dean Foods Benchmark Comparison Group. The DF Compensation Committee retained discretion to adjust the value of the awards up or down at the time awards were granted depending upon the performance of Dean Foods or the individual executive officer and could otherwise modify awards, including modifying the mix of awards among RSUs, stock options, and CPUs, as permitted under Dean Foods’ 2007 Stock Incentive Plan. For 2012, no such adjustments were made.

The equity grants were valued using the Black-Scholes valuation model for the stock options and the intrinsic value as of the determination date for the RSUs, each based on an average of Dean Foods’ stock price during the first fifteen trading days of January 2012, in order to align valuation periods with annual grant dates. For grants made in 2012, the price used for determining the number of shares underlying the RSU and stock option awards was $10.83. The exercise price of the stock options was the closing price of Dean Foods’ common stock on the date of grant, which was $12.07. Generally, stock option awards granted by the DF Compensation Committee vest one-third on the first anniversary of grant, one-third on the second anniversary of grant, and one-third on the third anniversary of grant. Additionally, a Dean Foods RSU represents the right to receive one share of Dean Foods’ common stock in the future. RSUs have no exercise price. Generally, Dean Foods RSUs granted by the DF Compensation Committee prior to 2009 vest ratably over five years while Dean Foods RSUs granted by the DF Compensation Committee in 2009 and later vest ratably over three years. All unvested Dean Foods options and Dean Foods RSUs granted by the DF Compensation Committee since 2010 vest immediately upon a change of control and in the following additional circumstances: (i) an employee with 10 years of service retires after reaching age 55, (ii) an employee retires after reaching age 65, and (iii) in certain cases upon death or qualified disability.

Treatment of Outstanding Dean Foods Equity Awards. All Dean Foods stock options and unvested RSUs held by our employees on the date of a Spin-Off or other corporate transaction requiring a conversion will be converted into stock options or RSUs, as applicable, with respect to our Class A common stock. The conversion of such equity securities will be conducted in a manner intended to preserve the intrinsic value of those equity awards by taking account of the relative values of Dean Foods common stock and WhiteWave Class A common stock at the time of such Spin-Off or, for any other corporate transaction requiring a conversion, based on a trading price formula to be determined. The converted equity awards will otherwise have substantially identical terms, including term and vesting provisions, as the existing Dean Foods equity awards.

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WhiteWave IPO Grants. We awarded the IPO Grants to our Named Executive Officers and certain other WhiteWave executives and employees, effective upon determination of our initial public offering price. These grants were intended to:

On September 12, 2012 (the “Determination Date”), the DF Compensation Committee and, subsequently, our independent directors, approved the dollar values of the IPO Grants that would be used to calculate the number of WhiteWave options, WhiteWave RSUs, and other equity awards to be granted effective as of, and conditioned upon, the determination of the initial public offering price. The dollar values of the IPO Grants were based on benchmark data of one-time grants made by comparably-sized companies in connection with their initial public offerings and the initial target LTI grant for our Named Executive Officers. In consultation with our compensating consultant, the DF Compensation Committee and our independent directors determined that the IPO Grants to Named Executive Officers would consist of 50% WhiteWave stock options and 50% WhiteWave RSUs. The number of RSUs granted to Named Executive Officers was determined by dividing the Determination Date value of IPO Grants that was apportioned to RSUs by $15.00, the mid-point of the range set forth on the cover page of our preliminary prospectus dated October 17, 2012. The number of stock options granted to the Named Executive Officers was determined by dividing the Determination Date value of IPO Grants that was apportioned to stock options by the Black-Scholes value of such stock option. The Black-Scholes value of WhiteWave stock options was based on a number of assumptions, including an exercise price equal to $15.00, the mid-point of the range set forth on the cover page of our preliminary prospectus dated October 17, 2012. The exercise price of the stock options granted pursuant to the IPO Grants is $17.00, the initial public offering price. Since the initial public offering price is greater than $15.00, which was the number used to calculate the number of IPO Grants, the grant date fair value of the IPO Grants is in excess of the Determination Date value of the IPO Grants.

The IPO Grant options, RSUs, and cash-settled RSUs have been granted pursuant to the 2012 SIP, vest pro rata on each of the first, second, and third anniversaries of the initial date of grant. The IPO Grants also vest in their entirety upon a change in control of our Company or, if before a Spin-Off, of Dean Foods and in the following additional circumstances: (i) an employee retires after reaching age 65 and (ii) in certain cases upon death or qualified disability. We expect that, before a Spin-Off, new change in control agreements will be entered into between us and certain of our executives, including the Named Executive Officers, that will similarly provide for vesting in their entirety of equity awards, including the IPO Grants, upon a change in control of our company.

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Set forth below are the IPO Grants approved by the DF Compensation Committee and our independent directors for our Named Executive Officers and our other executive officers: