DEF 14A of Bellring Brands, Inc., Dec 17, 2024

DEF 14A of Bellring Brands, Inc.

Filed Dec 17, 2024 · FY20240001193125-24-280474

Open on EDGAR

  1. Policy Relating to the Election of Directors

    Policy Relating to the Election of Directors Elections of the Board of Directors are conducted in accordance with the Company’s Certificate of Incorporation, Bylaws and the laws of the state of Delaware and provide that directors are to be elected at a meeting of the Company’s stockholders by a plurality of the votes cast. Under the Company’s amended Corporate Governance Guidelines adopted in November 2024, if in any uncontested election of directors, a director nominee has a greater number of votes “withheld” from his or her election than votes cast “for” his or her election, such director nominee shall promptly tender his or her resignation for consideration by the Corporate Governance and Compensation Committee. A vote will be considered “withheld” from a director nominee if a stockholder withholds authority to vote for such director nominee in any proxy granted by such stockholder in accordance with instructions contained in the proxy statement or accompanying proxy card circulated for the meeting of stockholders at which the election of directors is to be held. The Corporate Governance and Compensation Committee will then promptly evaluate all factors or other information that it determines relevant including, without limitation, (i) the underlying reason for the vote result, if known, (ii) the incumbent director nominee’s contributions to the Company during his or her tenure, and (iii) the director’s qualifications. Subject to any applicable legal or regulatory requirements, the Corporate Governance and Compensation Committee shall, within ninety (90) days from the date of the stockholder vote, decide whether to accept or reject the resignation. A full explanation of the Corporate Governance and Compensation Committee’s decision will be promptly publicly disclosed in a periodic or current report filed with the SEC. Any director who tenders his or her resignation pursuant to this director resignation policy will not participate in the deliberations and decisions made with respect to his or her resignation or the resignation of any other director nominee who similarly tendered his or her resignation by virtue of the vote at the same annual meeting of the stockholders.

  2. Nomination Process for Election of Directors

    Nomination Process for Election of Directors The Corporate Governance and Compensation Committee has responsibility for assessing the need for new directors to address specific requirements or to fill a vacancy. The Committee may, from time to time, initiate a search for a new candidate, seeking input from our Chairman of the Board and from other directors. The Committee may retain an executive search firm to identify potential candidates. All candidates must meet the requirements specified in our Bylaws and our Corporate Governance Guidelines. Candidates who meet those requirements and otherwise qualify for membership on our Board of Directors are identified, and the Committee initiates contact with preferred candidates. The Committee meets to consider and approve final candidates who are then presented to the Board of Directors for consideration and approval. Our Chairman or the chairman of the Corporate Governance and Compensation Committee may extend an invitation to join the Board of Directors. The Committee relies primarily on recommendations from management and members of the Board of Directors to identify director nominee candidates. However, the Committee will consider timely written suggestions from stockholders. Such suggestions and the nominee’s consent to being nominated, together with appropriate biographical information (including principal occupation for the previous five years and business and residential addresses) and other relevant information, as outlined in our Bylaws, should be submitted in writing to our corporate secretary. Stockholders wishing to suggest a candidate for director nomination for the 2026 annual meeting of stockholders should mail their suggestions to our principal executive offices at BellRing Brands, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary. Suggestions must be received by the corporate secretary no earlier than September 30, 2025 and no later than October 30, 2025.

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The terms of two current directors (Mr. Vitale and Ms. Nwamu) will expire at the 2025 annual meeting of stockholders. Our Board of Directors has nominated Mr. Vitale and Ms. Nwamu for election to the Board of Directors for either (i) a one-year term that will expire in 2026 if stockholders approve the amendment to our Certificate of Incorporation to declassify our Board of Directors (Proxy Item No. 1), or (ii) a three-year term that will expire in 2028 if stockholders do not approve the amendment to our Certificate of Incorporation to declassify our Board of Directors (Proxy Item No. 1). The Board of Directors is not aware that either of these nominees will be unwilling or unable to serve as a director. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the persons named on the proxy card to vote for a replacement nominee if the Board of Directors names one. As an alternative, the Board of Directors may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees presented. Mr. Vitale is currently a director and was originally elected to the Board in September 2019 prior to the closing of our initial public offering (our “IPO”). Ms. Nwamu is currently a director and was originally appointed to the Board effective in May 2021. The persons named on the proxy card intend to vote the proxy representing your shares for the election of each of Mr. Vitale and Ms. Nwamu, unless you indicate on the proxy card that the vote should be withheld or you indicate contrary directions. If you deliver the proxy card without giving any direction, the persons named on the proxy card will vote the proxy representing your shares FOR the election of the nominees named on the proxy card.

  4. Information about the Current Directors and Nominees for Election to the Board of Directors

    Information about the Current Directors and Nominees for Election to the Board of Directors

  5. Nominees for Election

    Nominees for Election ROBERT V. VITALE has served as our Chairman since November 2024 and, before that, served as our Executive Chairman since September 2019. Mr. Vitale has been the President and Chief Executive Officer of Post, a member of Post’s board of directors, since November 2014 and is a member of the board of directors of 8th Avenue Food & Provisions, Inc., a majority-owned business of Post. Previously, Mr. Vitale served as Chief Financial Officer of Post from October 2011 until November 2014. Mr. Vitale has served on the board of directors of Energizer Holdings, Inc., a publicly traded manufacturer and distributor of primary batteries, portable lights and auto care, appearance, performance, refrigerant and fragrance products, since August 2017. He served as President and Chief Executive Officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm. Mr. Vitale has experience in significant leadership positions, an extensive understanding of finance and financial reporting processes, experience in leadership roles in industries relevant to our business, including consumer packaged goods, retail and consumer product manufacturing, experience in mergers and acquisitions, experience as an executive with direct operational responsibilities and experience as an executive and as a director of other publicly traded companies. Age 58. CHONDA J. NWAMU has served as a member of our Board of Directors since May 2021. Ms. Nwamu is Executive Vice President, General Counsel and Secretary for Ameren Corporation, a public utility holding company, since August 2019, and is a director of its subsidiaries, Ameren Services, Ameren Missouri and Ameren Transmission Company of Illinois. From September 2016 to August 2019, Ms. Nwamu served as Vice President and Deputy General Counsel of Ameren Services. Ms. Nwamu was managing counsel and senior director at Pacific Gas and Electric Company, a California-based public utility, from June 2014 to June 2016 and regulatory counsel there from September 2000 until May 2014. Prior to joining Pacific Gas and Electric, Ms. Nwamu was in private practice at Hoyle, Morris & Kerr LLP where she specialized in complex commercial litigation. Ms. Nwamu has extensive experience in legal, regulatory and compliance matters. Age 53.

  6. Directors Continuing in Service

    Directors Continuing in Service

  7. Class I Directors - Terms Expire in 2026

    Class I Directors - Terms Expire in 2026 DARCY HORN DAVENPORT has served as our President and Chief Executive Officer since September 2019 and as a member of our Board of Directors since October 2019. Prior to our IPO, Ms. Davenport has served as President of Post’s active nutrition business since October 2017 and as President of Premier Nutrition since November 2016. Ms. Davenport previously served as General Manager of Premier Nutrition from October 2014 to November 2016 and Vice President of Marketing from October 2011 to October 2014. Prior to joining Premier Nutrition, Ms. Davenport served as Director of Brand Marketing at Joint Juice, Inc., a liquid dietary supplement manufacturer, from May 2009 to October 2011, when it combined with Premier Nutrition. Ms. Davenport has served as a member of the board of directors of Blentech Corporation, a company focusing on developing custom-made, food processing solutions including equipment, integrated systems and software, since January 2010. Ms. Davenport has experience in significant leadership positions, extensive experience in leadership roles in industries relevant to our business, an understanding of finance and financial reporting processes, experience in marketing and sales and experience as an executive with direct operational responsibilities. Age 51. ELLIOT H. STEIN, JR. has served as a member of our Board of Directors since October 2019. Mr. Stein has been chairman of Acertas, LLC and Senturion Forecasting, LLC, two privately owned data analytics firms, since 2013. In addition, Mr. Stein has been a director of Midcap Financial Investment Corporation, a publicly traded closed-end, externally managed, non-diversified management investment company, since 2004, and a director of two publicly traded diversified, closed-end management investment companies: Midcap Financial Investment Corporation, successor in interest to Apollo Senior Floating Rate Fund, Inc., since 2011, and Apollo Tactical Income Fund Inc., since 2013. He also previously served as a director of various private companies in the media, manufacturing, retail and finance industries. Mr. Stein has experience in significant leadership positions, an extensive understanding of financial and financial reporting processes and experience as a director of other publicly traded companies. Age 75.

  8. Class II Directors - Terms Expire in 2027

    Class II Directors - Terms Expire in 2027 SHAWN W. CONWAY has served as a member of our Board of Directors since October 2023. Mr. Conway is Chief Executive Officer for Ste. Michelle Wine Estates, a privately owned company and the largest winery in the Pacific Northwest, since March 2023. Prior thereto, Mr. Conway served as Chief Executive Officer of Peet’s Coffee, Inc., an original craft coffee and tea company, from January 2020 to April 2022. Mr. Conway also served as Chief Operating Officer of Peet’s Coffee, Inc. from November 2012 to December 2019 and Chief Supply Chain Officer of Peet’s Coffee, Inc. from January 2010 to November 2012. Prior to joining Pete’s Coffee, Inc., Mr. Conway served as Senior Vice President of Operations at SKYY Spirits LLC from April 2005 to January 2010 and Vice President – Finance and Technology at SKYY Spirits, LLC from 2002 to 2005. Since August 2022, Mr. Conway has served on the Board of Directors of SAMBAZON, an acronym for Sustainable Management of the Brazilian Amazon, a leading supplier of certified fair trade and organic Acai. Mr. Conway previously served as Chairman of the Board of Directors of Peet’s China Inc. from 2017 to 2022; Intelligentsia Coffee Inc. from 2015 to 2022 (as Chairman from 2020 to 2022); Stumptown Coffee Inc. from 2015 to 2022 (as Chairman from 2020 to 2022); and Mighty Leaf Tea Inc. as Chairman from 2014 to 2017. Mr. Conway has experience in significant leadership positions, operations, supply chain and finance in high- growth, premium-branded specialty food and beverage, and consumer packaged goods companies. Age 59 THOMAS P. ERICKSON has served as a member of our Board of Directors since October 2019. Mr. Erickson has been the managing member of Thomas P. Erickson, CPA, LLC, a tax consulting firm, since May 2016 and is a retired tax partner from KPMG, where he worked from 1980 to September 2015. From September 2015 to May 2016, Mr. Erickson provided tax consulting services to various companies and individuals. Mr. Erickson has over 40 years of public accounting experience and has previously been an instructor of advanced partnership planning, taxable and nontaxable corporate transactions and formations and S corporation planning for KPMG. Mr. Erickson has extensive expertise in tax matters and finance and financial reporting processes. Mr. Erickson is a Certified Public Accountant. Age 69. JENNIFER KUPERMAN JOHNSON has served as a member of our Board of Directors since October 2019. Ms. Kuperman Johnson serves as Chief Corporate Affairs Officer at Chime Financial, Inc. since 2024 and, prior thereto, she served as the Senior Vice President of Corporate Affairs at Chime since September 2022. Prior to Chime, Ms. Kuperman Johnson was head of international corporate affairs at Alibaba Group Holding Limited, a multinational conglomerate holding company specializing in eCommerce, retail, internet and technology, from April 2016 to January 2021 and served as vice president, international corporate affairs at Alibaba Group Holding Limited from August 2014 to April 2016. Prior to joining Alibaba Group Holding Limited, Ms. Kuperman Johnson was senior vice president of corporate brand and reputation at Visa Inc., a global payments technology company, from April 2013 to August 2014 and chief of staff, office of the chairman and chief executive officer at Visa Inc. from August 2010 to April 2013. Ms. Kuperman Johnson also served as head of global corporate communications and citizenship at Visa Inc. from August 2008 to July 2010 and head of employee and client communication at Visa Inc. from August 2004 to June 2008. Ms. Kuperman Johnson has served on the board of directors of Post Holdings, Inc. since May 2021 and on the board of Post Holdings Partnering Corporation, a publicly traded affiliate of Post that was a SPAC formed for the purpose of effecting a partnering transaction with one or more businesses, from May 2021 to June 2023. She has also served on the board of directors to Kyriba Corp., a privately held cloud treasury and finance solutions company, since August 2021. Ms. Kuperman Johnson has experience in significant leadership positions and extensive international experience. Age 51. The Board of Directors unanimously recommends a vote “FOR” each of Mr. Vitale and Ms. Nwamu for election to the Board of Directors at the Annual Meeting.

  9. Total Compensation Opportunity

    Total Compensation Opportunity Our executive compensation structure consists of three primary components: base salary, annual bonus (our Senior Management Bonus Program) and long-term incentives (equity awards). A fourth element of our compensation structure consists of traditional benefits programs (e.g., limited perquisites and benefits).

  10. Corporate Governance Highlights

    | What We Do (Best Practice) | | What We Don’t Allow | | ✓ | Enforce strict insider trading policiesX | No hedging or pledging of Company stock by executives or directors | | ✓ | Maintain a clawback policy for incentive-based compensationX | No single-trigger or modified single-trigger change-in-control arrangements | | ✓ | Set meaningful stock ownership guidelines for executives and directorsX | No change-in-control severance multiple in excess of three times salary and target bonus | | ✓ | Disclose performance goals and performance results for our Senior Management Bonus ProgramX | No excise tax gross-ups upon a change in control | | ✓ | Set a maximum individual payout limit on our Senior Management Bonus ProgramX | No re-pricing or cash buyout of underwater stock options or stock appreciation rights (“SARs”) allowed | | ✓ | Limited perquisites and other benefitsX | No enhanced retirement formulas |

  11. Corporate Governance Highlights

    | What We Do (Best Practice) | | What We Don’t Allow | | ✓ | Incorporate general severance and change-in-control provisions in Separation and Change in Control Agreements with our executives that are consistent with market practice, including double-trigger requirements for change-in-control protectionX | No guaranteed compensation either annually or multi-year | | ✓ | Retain an independent compensation consultant reporting directly to the CommitteeX | No market timing with granting of equity awards |

  12. Corporate Governance Highlights

    | • | attracting, motivating and retaining executive talent willing to commit to long-term stockholder value creation; and |

  13. Corporate Governance Highlights

    | • | financial metrics in the Senior Management Bonus Program that directly impact our stock price and enhance longer-term stockholder value; and |

  14. Corporate Governance Highlights

    | • | stock price performance through performance restricted stock units (PRSUs) and restricted stock units (RSUs) to focus our executive team on delivering superior long-term stockholder value. |

  15. Corporate Governance Highlights

    | Component | Purpose | Characteristics | Fixed or Performance- Based | | Performance Restricted Stock Units (“PRSUs”) | Motivate executives to provide superior long-term total stockholder return (TSR) through stock price growth | Cumulative three-year TSR ranking versus Russell 3000 Food Products companies | Performance- Based | | Restricted Stock Units (“RSUs”) | Provide basic retention value and reinforce management behaviors to increase stock price after the grant date | Require stock price growth for our executives to recognize increased value | Performance- Based | | Health/Welfare Plans and Retirement Benefits | Provide competitive benefits that promote employee health and productivity and support longer-term physical and fiscal security | Similar to benefits offered to other employees | Fixed | | Perquisites | Provide limited personal benefits that are consistent with our overall philosophy and objective to attract and retain superior executive talent | Limited personal use of the corporate aircraft for our President and Chief Executive Officer only | Fixed |

  16. Corporate Governance Highlights

    | Fiscal Year 2024 NEO Target Compensation Structure Summary | | | Component | Summary | | Base Salary | The following salaries were approved for fiscal year 2024, following a thorough review of competitive market practices provided by Aon, our independent compensation consultant. The changes were approved to bring our executives more in-line with competitive market values for similar-sized public companies in our industry. • Mr. Vitale: N/A • Ms. Davenport: $750,000 (7.1% increase) • Mr. Rode: $500,000 (9.9% increase) • Mr. Cornille: $460,000 (7.0% increase) • Mr. Rosenthal: $430,000 (7.5% increase) • Mr. Singh: $400,000 (8.1% increase) | | Target Annual Bonus (Senior Management Bonus Program) | Our NEOs’ target bonuses as a percent of base salary were reviewed against competitive external market data provided by Aon, and our objective for internal consistency for senior management roles. The changes to the targets of some of the Named Executive Officers were approved to bring our executives more in-line with competitive market values for similar-sized public companies in our industry. The following target bonus opportunities were approved for fiscal year 2024: • Mr. Vitale: N/A • Ms. Davenport: 125% of base salary (no change) • Mr. Rode: 75% of base salary (increased from 65%) |

  17. Corporate Governance Highlights

    | Fiscal Year 2024 NEO Target Compensation Structure Summary | | | Component | Summary | | | • Mr. Cornille: 75% of base salary (increased from 65%) • Mr. Rosenthal: 65% of base salary (increased from 55%) • Mr. Singh: 55% of base salary (no change) Under the Senior Management Bonus Program, an executive may earn from 0% to 150% of the target amount based upon the achievement level for the applicable performance metrics. | | Long-Term Incentives (Regular 2024 grants — 100% PRSUs) | We offer an equity portfolio linked to increases in stockholder value beyond grant date. For our fiscal year 2024 equity grants, similar to fiscal year 2023, we determined it was in our stockholders’ best interests to grant 100% performance restricted stock units (PRSU) to all of our Named Executive Officers, except Mr. Vitale because of the Company’s commitment to no additional equity grants during the three-year term of his fiscal year 2022 equity grants. Our PRSU program measures three-year cumulative total stockholder return (TSR) against the Russell 3000 Food Products companies (the same industry classification as BRBR, consisting of 37 companies for the fiscal year 2024 grant). An executive may earn from 0% to 260% of the target amount based upon our TSR achievement level for the performance period. | | Long-Term Incentives (Special 2024 grants — 50/50 PRSU/RSU) | In November 2023, the Committee approved special equity grants in an enhanced amount to our NEOs to (1) recognize the Company’s extraordinary financial and long-term TSR performance since becoming a public company, (2) recognize the NEOs’ exceptional leadership in navigating a challenging period of product capacity constraints during the past two years, delivering results that exceeded established goals and (3) enhance retention for a critical period of growth for our Company over the next three years. Please see the discussion of the special grants below regarding the rationale for these grants. The special equity grants consisted of 50% PRSU target value and 50% RSU value. The performance requirements, performance period, and payout opportunities for the PRSUs are the same as our regular grants described above. The RSUs cliff vest 100% on the third anniversary of the grant date, subject to continued employment. |

  18. Role of the Corporate Governance and Compensation Committee

    | • | reviewing and assessing competitive market data; |

  19. Role of the Corporate Governance and Compensation Committee

    | • | reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs and other executive officers; |

  20. Role of the Corporate Governance and Compensation Committee

    | • | approving any changes to the total compensation programs for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits. |

  21. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee retains the services of Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), in accordance with the Committee’s charter. Aon reports directly to the Committee. The Committee retains sole authority to hire or terminate Aon, approves its professional fees, determines the nature and scope of its services and evaluates its performance. A representative of Aon attends Committee meetings, as requested, and communicates with the Committee chair between meetings when needed. The Committee makes all final decisions regarding executive compensation. Aon’s specific compensation consultation roles include, but are not limited to, the following:

  22. Role of the Independent Compensation Consultant

    | • | advising the Committee on director and executive compensation trends and regulatory developments; |

  23. Role of the Independent Compensation Consultant

    | • | developing a peer group of companies for determining competitive compensation rates; |

  24. Role of the Independent Compensation Consultant

    | • | providing a total compensation study for executives against peer companies; |

  25. Role of the Independent Compensation Consultant

    | • | providing advice to the Committee on corporate governance best practices, as well as any other areas of concern or risk; |

  26. Role of the Independent Compensation Consultant

    | • | serving as a resource to the Committee chair for meeting agendas and supporting materials in advance of each meeting; |

  27. Role of the Independent Compensation Consultant

    | • | reviewing and commenting on proxy statement disclosure items; and |

  28. Role of the Independent Compensation Consultant

    | • | advising the Committee on management’s pay recommendations. |

  29. Role of the Independent Compensation Consultant

    The Committee has assessed the independence of Aon as required by the NYSE listing standards. The Committee reviewed its relationship with Aon and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Committee concluded that there are no conflicts of interest raised by the work performed by Aon.

  30. Role of Peer Companies and Competitive Market Data

    Role of Peer Companies and Competitive Market Data Annually, the Committee reviews total compensation market data provided by Aon. The Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. The following peer group development criteria were used to develop competitive market values to assist with fiscal year 2024 pay decisions:

  31. Role of Peer Companies and Competitive Market Data

    | • | Industry: similar to BellRing, based on the Industrial Classification Benchmark for the Russell 3000 index; |

  32. Role of Peer Companies and Competitive Market Data

    | • | Company size: approximately 0.4x to 3x BellRing’s annual revenues, with a secondary focus on market capitalization; |

  33. Role of Peer Companies and Competitive Market Data

    | • | Peers: companies using BellRing in their compensation peer group; |

  34. Role of Peer Companies and Competitive Market Data

    | • | Peers of peers: companies used in the peer groups of potential peer companies; and |

  35. Role of Peer Companies and Competitive Market Data

    | • | Competitors: companies that compete with BellRing for business and management talent. |

  36. Role of Peer Companies and Competitive Market Data

    The peer group used to assist with fiscal year 2024 pay decisions was unchanged from the 2023 peer group, and consisted of the following 14 companies:

  37. Role of Peer Companies and Competitive Market Data

    | • B&G Foods, Inc. | • Medifast, Inc. | | • Calavo Growers, Inc. | • Sovos Brands, Inc. | | • Flowers Foods, Inc. | • The Hain Celestial Group, Inc. | | • Hostess Brands, Inc. | • The Simply Good Foods Company | | • J&J Snack Foods Corp. | • Treehouse Foods, Inc. | | • Lamb Weston Holdings, Inc. | • Utz Brands, Inc. | | • Lancaster Colony Corporation | • WW International, Inc. |

  38. Role of Peer Companies and Competitive Market Data

    The Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

  39. Timing of Compensation Decisions and Equity Grants

    Timing of Compensation Decisions and Equity Grants Pay recommendations for our executives, including our executive officers, are typically made by the Committee at its first regularly scheduled meeting in the first fiscal quarter of the year, normally held in November. This meeting is typically held around the same time as we report our annual financial results for the preceding fiscal year. This timing allows the Committee to have a complete financial performance picture prior to making compensation decisions. In advance of its regularly scheduled November meeting, the Committee often has pre-meetings or other off-cycle discussions to give thorough consideration to the appropriate amount and structure of compensation for our executives. In accordance with Item 402(x) of Regulation S-K, the Company has established clear guidelines regarding the timing of equity grants to ensure transparency and fairness. The Company does not issue stock options. Rather, it grants equity-based compensation in the form of restricted stock units (RSUs), and performance-based restricted stock units (PRSUs) as part of its executive compensation program. The Company adheres to a predictable and structured process for approving and issuing equity awards. Decisions with respect to prior fiscal year performance, as well as annual equity awards, base salary increases and target performance levels for the current fiscal year and beyond, are typically made at the Committee’s first regularly scheduled meeting for the fiscal year, the date of which is set at the beginning of the fiscal year—well in advance of any material non-public information disclosure. This practice ensures that grant dates are scheduled well in advance, and the timing of grants is not adjusted based on fluctuations in stock price or pending corporate announcements. Further, any equity awards approved by the Committee at this meeting are dated as of the date of the Committee meeting. As such, the Committee does not time the grants of equity incentives to the release of material non-public information. The Company does not reprice or backdate any equity grants. Additionally, no equity awards are made retroactively to avoid any appearance of impropriety or manipulation of award timing. The exceptions to this timing are awards to executives who are promoted or hired from outside of the Company during the fiscal year. These executives may receive equity awards effective or dated, as applicable, as of the date of their promotion or hire or the next nearest scheduled Committee meeting. There were no such awards under these exceptions in fiscal year 2024.

  40. Annual Bonus (Senior Management Bonus Program)

    Annual Bonus (Senior Management Bonus Program) Our NEOs are eligible to earn incentives based on fiscal year performance. Our Senior Management Bonus Program is designed to reward our executives who attain superior annual performance in key areas that we believe create long-term value for stockholders. Performance is measured at both the corporate and business unit level. For fiscal year 2024, the Committee approved Net Revenue (25%) and Adjusted EBITDA (75%) as the performance metrics for both the corporate and Premier Nutrition business unit level. The Compensation Committee believes that using adjusted EBITDA as the primary performance metric for NEO bonuses is important for aligning this incentive with the Company’s growth-oriented strategy. This metric reflects the Company’s commitment to controlling operating costs, enhancing operational efficiency, sustainable growth, and value creation, ensuring that, as the Company drives sales growth, NEOs are rewarded for results that drive long-term stockholder value.

  41. Annual Bonus (Senior Management Bonus Program)

    | • | Up to 100% of target annual bonus opportunity may be earned if the participant’s targeted corporate / business unit financial performance is achieved. |

  42. Annual Bonus (Senior Management Bonus Program)

    | • | From 100% to 150% of target annual bonus opportunity may only be earned if both components (Net Revenues and Adjusted EBITDA) of the participant’s targeted corporate / business unit financial performance are achieved. However, all above-target payment opportunities are based solely on BellRing Brands’ overall corporate financial performance achievement. |

  43. Annual Bonus (Senior Management Bonus Program)

    Potential financial adjustments to determine performance achievement levels include items such as transaction costs and integration costs, provision for legal settlements, non-cash stock-based compensation and other items that the Company believes do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other fiscal periods. These adjustments are consistent with our announced results. Upon completion of the fiscal year, the Committee determines achievement levels versus the pre-approved financial targets, calculated separately for each performance metric. The Committee also performs a comprehensive review of the overall financial performance at the corporate and business unit levels. For performance achievement between the threshold, target and maximum performance levels, calculated separately for each performance metric, earned amounts are interpolated on a straight-line basis between points. Performance achievement below the threshold level for a performance metric will result in a lower bonus amount for that performance metric, to the extent discretion is exercised, or no bonus at all. The Committee retains flexibility to make adjustments as needed to incorporate the results of its comprehensive financial review. Target award opportunities: The following target bonuses (as a percentage of base salary) were approved for fiscal year 2024, based on a thorough review of competitive market data provided by Aon, bringing the targets into alignment with the competitive market for the position and our objective for internal alignment:

  44. Annual Bonus (Senior Management Bonus Program)

    | Name | Fiscal Year 2024 Target (% of Salary) | Comments | | Robert V. Vitale(1) | N/A | N/A | | Darcy Horn Davenport | 125% | No change | | Paul A. Rode | 75% | Increased from 65% | | Douglas J. Cornille | 75% | Increased from 65% | | Craig L. Rosenthal | 65% | Increased from 55% | | Robin Singh | 55% | No change |

  45. Annual Bonus (Senior Management Bonus Program)

    | (1) Mr. Vitale does not participate in our Senior Management Bonus Program in his role as Chairman of the Board of Directors. |

  46. Annual Bonus (Senior Management Bonus Program)

    Performance and Payout Curves: For each performance metric, participants may earn from 50% to 150% of the target bonus attributable to that performance metric based on performance achievement between the threshold and maximum levels. Above-target payments may only be earned if both components (Net Revenues and Adjusted EBITDA) of the participant’s corporate / business unit financial performance goals are achieved, and all above-target payment opportunities are based solely on BellRing Brands’ overall corporate financial performance achievement. Payout opportunities for performance between the threshold, target and maximum levels, calculated separately for each performance metric, are interpolated on a straight-line basis. For business unit level named executive officers, above-target payouts are subject to the business unit achieving at least the performance metric target level and are calculated based on the performance overachievement, if any, by the Company of the corporate level performance metric target. Performance achievement below the threshold level for a performance metric generally will result in a lower bonus amount for that performance metric, to the extent discretion is exercised, or no bonus at all. Ms. Davenport, Mr. Rode, and Mr. Rosenthal are corporate level named executive officers and Mr. Cornille and Mr. Singh are business unit level named executive officers. Target and Actual Fiscal Year 2024 performance: Below are the approved levels, and actual achievement, of corporate and business unit Net Revenue and Adjusted EBITDA for fiscal year 2024:

  47. Annual Bonus (Senior Management Bonus Program)

    | Fiscal Year 2024 Performance Metrics(1) | Threshold | Target | Maximum | Actual | Target Bonus Achievement | | | (dollars in millions) | | | | | | 25% Net Revenue — BellRing (Corporate) | $1,814.9 | $1,910.4 | $1,958.2 | $1,996.2 | 150% | | 75% Adjusted EBITDA — BellRing (Corporate)(2) | $364.33 | $383.5 | $402.7 | $440.2 | 150% | | 25% Net Revenue — Premier Nutrition (Business Unit) | $1,747.5 | $1,839.5 | $1,885.5 | $1,925.77 | 150% | | 75% Adjusted EBITDA — Premier Nutrition (Business Unit)(3) | $380.48 | $400.5 | $420.5 | $458.3 | 150% |

  48. Annual Bonus (Senior Management Bonus Program)

    | (1) When evaluating financial goals/results, the Committee generally excludes non-recurring or extraordinary items. |

  49. Annual Bonus (Senior Management Bonus Program)

    | (2) Adjusted EBITDA-BellRing (Corporate) is a non-GAAP measure which represents the consolidated net earnings of the Company from the Company’s Annual Report on Form 10-K, excluding income tax expense, net interest expense, depreciation and amortization, non-cash stock-based compensation, and foreign currency gain/loss on intercompany loans. See “Explanation and Reconciliation of Non-GAAP Measures” beginning on page 8 of the Company’s earnings release dated November 18, 2024 and furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K as furnished to the SEC on November 18, 2024. |

  50. Annual Bonus (Senior Management Bonus Program)

    | (3) Adjusted EBITDA-Premier Nutrition (Business Unit) is a non-GAAP measure which represents the net earnings of the Premier Nutrition business unit, excluding income tax expense, net interest expense, depreciation and amortization (including accelerated depreciation and amortization) and intercompany royalty income. We believe that Adjusted EBITDA for the Premier Nutrition business unit, a non-GAAP financial measure, is useful to investors in evaluating the Premier Nutrition business unit’s operating performance and liquidity because (i) we believe it is widely used to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, (ii) it presents a measure of corporate performance exclusive of the Premier Nutrition business unit’s capital structure and the method by which the assets were acquired and (iii) it is a financial indicator of a company’s ability to service its debt, as the Premier Nutrition business unit is required to comply with certain covenants and limitations that are based on variations of EBITDA in its financing documents. Management uses Adjusted EBITDA to provide forward-looking guidance and to forecast future results. |

  51. Annual Bonus (Senior Management Bonus Program)

    Adjusted EBITDA for the Premier Nutrition business unit is adjusted for the following items:

  52. Annual Bonus (Senior Management Bonus Program)

    | a. | Accelerated amortization: We have excluded non-cash accelerated amortization charges recorded in connection with discontinuance of certain brands as the amount and frequency of such charges are not consistent. Additionally, we believe that these charges do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of the Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods. |

  53. Annual Bonus (Senior Management Bonus Program)

    | b. | Provision for legal settlements: We have excluded gains and losses recorded to recognize the anticipated or actual resolution of certain litigation as we believe such gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods. |

  54. Annual Bonus (Senior Management Bonus Program)

    | c. | Intercompany royalty income: We have excluded Intercompany Royalty Income received from ANI related to the use of the ‘Premier Protein’ and ‘Dymatize’ brands by ANI, as we believe such income does not contribute to a meaningful evaluation of the Premier Nutrition business unit’s current operating performance or comparisons of its operating performance to other periods. |

  55. Annual Bonus (Senior Management Bonus Program)

    The table below reconciles Adjusted EBITDA for the Premier Nutrition business unit to the most directly comparable GAAP measure.

  56. Annual Bonus (Senior Management Bonus Program)

    | | Fiscal year ended September 30, 2024 (in millions) | | Net Earnings before Income Taxes | $423.9 | | Depreciation and amortization, including accelerated depreciation and amortization | 35.5 | | Provision for legal settlements | 0.0 | | Intercompany royalty income | (1.1) | | Adjusted EBITDA | $458.3 |

  57. Annual Bonus (Senior Management Bonus Program)

    At its November 2024 meeting, the Committee reviewed and confirmed the Company’s performance for each of the performance metrics. The Committee then determined the achievement percentage associated with each metric by interpolating actual performance within the applicable performance range. Based on the approved fiscal year 2024 performance results above and the results of the Committee’s comprehensive financial review, the Committee approved the following bonus amounts:

  58. Annual Bonus (Senior Management Bonus Program)

    | Name | 2024 Target Bonus (% of Salary) | 2024 Actual Bonus Earned (% of Target) | 2024 Actual Bonus Earned | | Robert V. Vitale(1) | N/A | N/A | N/A | | Darcy Horn Davenport | 125% | 150% | $1,406,250 | | Paul A. Rode | 75% | 150% | $562,500 | | Douglas J. Cornille | 75% | 150% | $517,500 | | Craig L. Rosenthal | 65% | 150% | $419,250 | | Robin Singh | 55% | 150% | $330,000 |

  59. Annual Bonus (Senior Management Bonus Program)

    | (1) Mr. Vitale does not participate in our Senior Management Bonus Program in his role as Chairman of the Board of Directors. |

  60. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants The Committee considers both competitive external market data provided by Aon and internal alignment to assist with targeted long-term incentive values. In addition, the Committee considers individual performance, potential future contributions to our business, and recommendations from our President and Chief Executive Officer with respect to the other NEOs. For our regular fiscal year 2024 equity grants, we determined it was in our stockholders’ best interests to grant 100% performance restricted stock units (PRSU) to all of our Named Executive Officers, except Mr. Vitale because the Company committed to no additional equity grants during the three-year term of his fiscal year 2022 equity grants. The following target LTI values were approved for the regular fiscal year 2024 equity grants:

  61. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | Name | Fiscal Year 2024 PRSU Target | | Robert V. Vitale | $N/A(1) | | Darcy Horn Davenport | $3,300,000 | | Paul A. Rode | $650,000 | | Douglas J. Cornille | $570,000 | | Craig L. Rosenthal | $500,000 | | Robin Singh | $350,000 |

  62. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | (1) Mr. Vitale did not receive a fiscal year 2024 equity grant. |

  63. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    PRSUs: Our PRSU program measures three-year cumulative TSR performance against the Russell 3000 Food Products companies (37 companies at the beginning of the performance period for the fiscal year 2024 PRSU grant). This program focuses our executives’ behaviors on long-term decision-making that enhances stockholder value. Relative TSR filters out macroeconomic and other factors that are not within management’s control. Each PRSU earned is settled with a share of the Company’s common stock following the completion of the three-year performance period. For the fiscal year 2024 PRSU grants, shares as a percentage of target may be earned on a sliding scale as follows:

  64. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | BRBR’s Relative 3-Year TSR Percentile Rank | Vesting(1) | | >85th | 260% of target | | 75th | 200% of target | | 50th | 100% of target | | 25th | 50% of target | | <25th | 0% of target |

  65. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | (1) Performance between points is interpolated on a straight-line basis. |

  66. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    The following bullets summarize the fiscal year 2024 PRSU grant design parameters:

  67. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | • | Performance period: October 1, 2023 through September 30, 2026 |

  68. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | • | Performance requirements and payout opportunities: Please refer to the chart above. |

  69. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | • | Peer group: Russell 3000 Food Products companies; acquired companies are removed from the rankings; bankruptcies are dropped to the bottom ranking. |

  70. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | • | Beginning and ending values: Beginning and ending values are based on the 30-day VWAP immediately prior to and including the first/last day of the performance period to mitigate any short- term swings in stock price at either end. |

  71. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | • | Dividends: Re-invested on the ex-dividend date. |

  72. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | • | Negative three-year TSR: If BellRing has a negative three-year TSR, then payout is capped at 100% of target, regardless of ranking. |

  73. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | • | Vesting: The number of PRSUs awarded in accordance with the sliding scale set forth above will vest following the end of the three-year performance period. No PRSUs will vest during the performance |

  74. Long-Term Incentives — Regular Fiscal Year 2024 Equity Grants

    | period, with limited exceptions in cases of death, disability or involuntary termination of employment associated with a change in control of the Company (or absent an involuntary termination, failure of the acquirer in a change in control to assume, on substantially the same terms, the PRSUs). |

  75. Long-Term Incentives — Special Fiscal Year 2024 Equity Grants

    Long-Term Incentives — Special Fiscal Year 2024 Equity Grants The Committee views special grants as an important way to meet the Company’s needs for a specific purpose or during a specific period, and only uses them in a very limited and judicious way. Attracting and retaining executive talent of the caliber of our leaders, and maintaining a stable, consistent team, are both extremely challenging and vitally important. Our ability to execute our strategy, our future success and the promotion and protection of the interest of our stockholders depend largely on our continuing ability to retain highly qualified and skilled executive leaders. The Committee determined that it was aligned with the Company’s long-term strategic goals and in the best interest of the Company and our stockholders to make certain special grants to our NEOs. In November 2023, the Committee approved special equity grants in an enhanced amount to our NEOs to (1) recognize the Company’s extraordinary financial and long-term TSR performance since becoming a public company, (2) recognize the NEOs’ exceptional leadership in navigating a challenging period of product capacity constraints during the past two years, delivering results that exceeded established goals and (3) enhance retention for a critical period of growth for our Company over the next three years. In accordance with the pay-for-performance philosophy, the special equity grants consisted of 50% PRSU target value and 50% RSU value. The performance requirements, the performance period, the termination provisions, and the payout opportunities for the PRSUs are the same as our regular grants described above. The PRSUs and RSUs cliff vest 100% on the third anniversary of the grant date, subject to continued employment, which further strengthens the alignment of interests between our executive officers and our stockholders. The value of the special grants ultimately earned depends on the price of BellRing shares and is subject to the Company’s stock ownership guidelines, which, as discussed below, require executive officers to hold a multiple of their base salary in Company equity, to further strengthen the alignment of interests between the executive officers and our stockholders. A recipient is also subject to our “clawback” policy. The following target LTI values were approved for the special fiscal year 2024 equity grants:

  76. Long-Term Incentives — Special Fiscal Year 2024 Equity Grants

    | Name | PRSU Value | RSU Value | Total Value | | Robert V. Vitale | N/A | N/A | N/A | | Darcy Horn Davenport | $2,100,000 | $2,100,000 | $4,200,000 | | Paul A. Rode | $650,000 | $650,000 | $1,300,000 | | Douglas J. Cornille | $600,000 | $600,000 | $1,200,000 | | Craig L. Rosenthal | $500,000 | $500,000 | $1,000,000 | | Robin Singh | $400,000 | $400,000 | $800,000 |

  77. Compensation Risk Assessment

    | • | the Committee retains an independent compensation consultant to assist with annual compensation decisions; |

  78. Compensation Risk Assessment

    | • | the Committee approves the Senior Management Bonus Program financial goals at the start of the fiscal year, and approves the performance achievement level and final payments earned after the end of the fiscal year; |

  79. Compensation Risk Assessment

    | • | in fiscal year 2024, the Senior Management Bonus Program capped potential payouts at 150% of the target opportunity; |

  80. Compensation Risk Assessment

    | • | we utilize a mix of cash and equity incentive programs, and all equity awards granted to our named executive officers are subject to multi-year vesting; |

  81. Compensation Risk Assessment

    | • | we utilize a diversity of equity award types; |

  82. Compensation Risk Assessment

    | • | we utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards our stockholders’ best interests in light of potential employment uncertainty; |

  83. Change in Control and Involuntary Termination Treatment

    Change in Control and Involuntary Termination Treatment

  84. Severance and Change in Control Agreements

    Severance and Change in Control Agreements We have entered into separate Severance and Change in Control Agreements with our named executive officers other than Mr. Vitale that provides for certain benefits to our executive officers (other than Mr. Vitale) in the event of an involuntary termination without cause or relating to a change in control or upon an executive officer’s death or disability. We believe these benefits are customary among the company’s peers and are fair to the executives and to our stockholders. For more information about potential payments to our named executive officers pursuant to these Severance and Change in Control Agreements, see “Executive Compensation — Potential Payments Upon Termination of Employment or Change in Control.”

  85. Director Compensation for the Fiscal Year Ended September 30, 2024

    Director Compensation for the Fiscal Year Ended September 30, 2024 In fiscal year 2024, the Committee reviewed competitive peer company board of director compensation market data provided by Aon. For fiscal year 2024, we modified our annual RSU grant to $125,000 and our annual board retainer to $70,000 to maintain a competitive total compensation posture. The chairperson of our Audit Committee received an additional annual retainer of $20,000, and the chairperson of our Corporate Governance and Compensation Committee received an additional annual retainer of $15,000. Other members of our Audit Committee received an additional annual retainer of $10,000, and other members of our Corporate Governance and Compensation Committee received an additional annual retainer of $7,500. The independent lead director of our Board received an additional annual retainer of $20,000. All RSU grants fully vest on the first anniversary of the date of grant. In addition, all awards fully vest at the director’s disability or death. Directors may elect to defer settlement of RSUs until separation from service. We also pay the premiums on directors’ and officers’ liability and travel accident insurance policies insuring directors. We reimburse directors for their reasonable expenses incurred in connection with attending Board meetings. Under our Deferred Compensation Plan for Directors, any non-management director may elect to defer, with certain limitations, his or her retainer. Deferred compensation may be notionally invested in BellRing common stock equivalents or in a number of mutual funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. Deferrals in our common stock equivalents receive a 33 and 1/3% Company matching contribution, also credited in BellRing common stock equivalents. Balances are paid upon leaving the Board of Directors, generally in cash, in one of three ways: (1) lump sum payout; (2) five-year installments or (3) ten-year installments. Directors who also are full-time officers or employees of the Company receive no additional compensation for serving as directors. We maintain stock ownership guidelines applicable to all non-management directors. See Certain Other Compensation Policies — Stock Ownership Guidelines for more detail.

  86. Summary Compensation Table

    Summary Compensation Table The following table sets forth information about the total compensation earned during fiscal 2024, fiscal 2023 and fiscal 2022 by our named executive officers:

  87. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Robert V. Vitale(1) | 2024 | — | — | — | — | — | — | — | — | | Chairman | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | 14,935,000 | — | — | — | — | 14,935,000 | | Darcy Horn Davenport | 2024 | 750,000 | — | 7,499,798 | — | 1,406,250 | 144,511 | 101,094 | 9,901,653 | | President and Chief Executive Officer | 2023 | 700,000 | — | 5,105,600 | — | 875,000 | 73,969 | 47,335 | 6,801,904 | | | 2022 | 625,000 | — | 3,286,834 | 165,934 | 944,125 | — | 24,120 | 5,046,013 | | Paul A. Rode | 2024 | 500,000 | — | 1,949,955 | — | 562,500 | 36,992 | 21,803 | 3,071,250 | | Chief Financial Officer | 2023 | 455,000 | — | 1,089,182 | — | 295,750 | 17,992 | 20,904 | 1,878,828 | | | 2022 | 420,000 | — | 764,319 | 31,264 | 317,226 | — | 19,316 | 1,552,125 | | Douglas J. Cornille | 2024 | 460,000 | — | 1,769,968 | — | 517,500 | 23,748 | 19,237 | 2,790,453 | | Chief Growth Officer - Premier Nutrition | 2023 | 430,000 | — | 956,932 | — | 279,500 | 10,472 | 18,229 | 1,695,133 | | | 2022 | 380,000 | — | 713,095 | — | 287,508 | — | 20,305 | 1,400,908 | | Craig L. Rosenthal | 2024 | 430,000 | — | 1,499,986 | — | 419,250 | — | 23,441 | 2,372,677 | | Chief Legal Officer, Chief Compliance Officer and Secretary | 2023 | 400,000 | — | 816,852 | — | 220,000 | — | 22,326 | 1,459,178 | | | 2022 | 345,000 | — | 580,754 | 12,743 | 220,490 | — | 20,657 | 1,179,644 | | Robin Singh | 2024 | 400,000 | — | 1,149,979 | — | 330,000 | — | 23,096 | 1,903,075 | | SVP, Operations - Premier Nutrition | 2023 | 370,000 | — | 269,982 | — | 203,500 | — | 18,084 | 861,566 | | | 2022 | 345,000 | — | 228,924 | — | 220,869 | — | 18,334 | 813,127 |

  88. Summary Compensation Table

    | (1) Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s fiscal 2024, fiscal 2023 and fiscal 2022 compensation and the benefit plans in which he participates are fully disclosed in Post’s filings with the SEC. |

  89. Summary Compensation Table

    | (2) For fiscal 2024, the amounts relate to awards of RSUs of our common stock (the “BellRing RSUs”) and PRSUs of our common Stock (the “BellRing PRSUs”) granted in the fiscal year. The awards reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718, and do not correspond to the actual values that will be realized by the NEOs. For the BellRing RSUs and the BellRing PRSUs, see Note 15 to the Company’s fiscal year 2024 financial statements beginning on page 65 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 for a discussion of the determination of these amounts under FASB ASC Topic 718. |

  90. Summary Compensation Table

    | (3) Represents the incremental fair value expensed in connection with adjustments to outstanding option awards in the Reorganization Transactions. |

  91. Summary Compensation Table

    | (4) For fiscal 2024, the amounts reported in this column reflect bonuses paid to the NEOs under the BellRing Brands, Inc. Senior Management Bonus Program, discussed above in Compensation Discussion & Analysis. For fiscal 2024, amounts payable to our NEOs pursuant to awards granted under the program were determined based on achievement of corporate or business unit goals and other achievements considered in the discretion of the Corporate Governance and Compensation Committee. See “Compensation Discussion & Analysis - 2024 Compensation Elements - Annual Bonus (Senior Management Bonus Program) on page 37 of this proxy statement. |

  92. Summary Compensation Table

    | (5) As a wholly-owned subsidiary of Post, in fiscal 2019, our NEOs were eligible to participate in the following non-qualified deferred compensation plans maintained by Post for key employees: the Deferred Compensation Plan for Key Employees and the Executive Savings Investment Plan. Our NEOs are no longer eligible for deferrals under the Post Deferred Compensation Plan for Key Employees and the Post Executive Savings Investment Plan effective January 1, 2020. The Company does not maintain any deferred compensation plans for its employees. The amounts reported in this column represent the aggregate earnings on the respective NEO’s account under Post’s Deferred Compensation Plan for Key Employees and Executive Savings Investment Plan. |

  93. Summary Compensation Table

    | (6) Amounts shown in “All Other Compensation” column include the following: |

  94. Summary Compensation Table

    | | Matching Contributions ($) | Life Insurance Premiums ($) | Personal Use of Aircraft ($) | Miscellaneous ($) | Total ($) | | Robert V. Vitale(a) | — | — | — | — | — | | Darcy Horn Davenport | 20,700 | 1,058 | 78,834 | 502 | 101,094 | | Paul A. Rode | 20,700 | 1,058 | — | 45 | 21,803 | | Douglas J. Cornille | 17,625 | 1,058 | — | 554 | 19,237 | | Craig L. Rosenthal | 21,150 | 1,058 | — | 1,233 | 22,991 | | Robin Singh | 21,150 | 1,058 | — | 888 | 22,646 |

  95. Summary Compensation Table

    | (a) Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s fiscal 2024, fiscal 2023 and fiscal 2022 compensation and the benefit plans in which he participates are fully disclosed in Post’s filings with the SEC. |

  96. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides, for each of the NEOs, information concerning cash awards under our annual incentive plan for fiscal year 2024 and grants of equity awards made during fiscal year 2024. The non-equity incentive plan awards disclosed below are part of our Senior Management Bonus Program. The plan has threshold, target and maximum payouts, as set forth below, based on achievement of corporate or business unit performance measures; however, achievement below the threshold performance measures generally will result in a lower cash award payout (to the extent discretion is exercised) or no cash award payout at all. In November 2023, awards were determined to have been achieved for each of the NEOs based on a combination of achievement of the corporate or business unit performance measures in the amounts set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” Awards of RSUs were made under our 2019 Long-Term Incentive Plan. See Compensation Discussion and Analysis for further information about the awards listed below.

  97. Grants of Plan-Based Awards

    | | | | Estimated future payouts under non- equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All Other Stock Awards: Number of Units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert V. Vitale(5) | — | — | — | — | — | — | — | — | | — | | Darcy Horn Davenport | Annual Incentive | | 468,740 | 937,500 | 1,406,250 | | | | | | | | RSUs and PRSUs | 11/10/23 | | | | 62,283 | 124,567 | 323,874 | 45,209 | 7,499,798 | | Paul A. Rode | Annual Incentive | | 187,500 | 375,000 | 562,500 | | | | | | | | RSUs and PRSUs | 11/10/23 | | | | 14,994 | 29,988 | 77,968 | 13,993 | 1,949,955 | | Douglas J. Cornille | Annual Incentive | | 172,500 | 345,000 | 517,500 | | | | | | | | RSUs and PRSUs | 11/10/23 | | | | 13,494 | 26,989 | 70,717 | 12,917 | 1,769,968 | | Craig L. Rosenthal | Annual Incentive | | 139,750 | 279,500 | 419,250 | | | | | | | | RSUs and PRSUs | 11/10/23 | | | | 11,534 | 23,068 | 59,976 | 10,764 | 1,499,986 | | Robin Singh | Annual Incentive | | 110,000 | 220,000 | 330,000 | | | | | | | | RSUs and PRSUs | 11/10/23 | | | | 8,650 | 17,301 | 44,982 | 8,611 | 1,149,979 |

  98. Grants of Plan-Based Awards

    | (1) These columns consist of threshold, target and maximum annual incentive targets for fiscal year 2024 under our Senior Management Bonus Program. The “Threshold” column represents the amount payable to the NEO if the threshold performance level is achieved. If the threshold performance level is not achieved, the NEO may receive a lower cash award payout (to the extent discretion is exercised) or no cash award payout at all. The “Target” column represents the payout amount if the specified performance targets are achieved. The “Maximum” column represents the maximum payout possible. See the Summary Compensation Table for actual amounts paid under the Senior Management Bonus Program. |

  99. Grants of Plan-Based Awards

    | (2) This column contains the number of PRSUs granted in fiscal year 2024. |

  100. Grants of Plan-Based Awards

    | (3) This column contains the number of RSUs granted in fiscal year 2024. |

  101. Grants of Plan-Based Awards

    | (4) This column represents the grant date fair value of equity awards calculated in accordance with FASB ASC Topic 718. |

  102. Grants of Plan-Based Awards

    | (5) Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s fiscal 2024, fiscal 2023 and fiscal 2022 compensation from Post and the Post benefit plans in which he participates are fully disclosed in Post’s filings with the SEC. |

  103. Outstanding Equity Awards at September 30, 2024

    Outstanding Equity Awards at September 30, 2024 The following table sets forth information on exercisable and unexercisable options and unvested RSU and PRSU awards held by our named executive officers on September 30, 2024.

  104. Outstanding Equity Awards at September 30, 2024

    | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Exercise Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(10) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested($)(11) | | Robert V. Vitale(1) | — | — | — | | — | | 780,000 | (7) | 47,361,600 | | | | | | | 33,334(6) | 2,024,040 | | | | | Darcy Horn Davenport | 14,828(2) | — | 48.10 | 11/14/2026 | | | 323,874 | (5) | 19,665,629 | | | 23,688(2) | — | 53.63 | 12/1/2027 | | | 120,843 | (7) | 7,337,587 | | | 18,296(2) | — | 62.10 | 11/13/2028 | | | 293,295 | (9) | 17,808,872 | | | 84,873(3) | — | 17.30 | 11/20/2029 | 15,366(6) | 933,024 | | | | | | 119,704(4) | — | 17.96 | 11/12/2030 | 45,209(10) | 2,745,090 | | | | | Paul A. Rode | 38,650(4) | — | 17.96 | 11/12/2030 | | | 77,968 | (5) | 4,734,217 | | | | | | | | | 27,750 | (7) | 1,684,980 | | | | | | | | | 62,569 | (9) | 3,799,190 | | | | | | | 3,529(6) | 214,281 | | | | | | | | | | 13,993(10) | 849,655 | | | | | Douglas J. Cornille | | | | | | | 70,717 | (5) | 4,293,936 | | | | | | | | | 25,891 | (7) | 1,572,102 | | | | | | | | | 54,971 | 9) | 3,337,839 | | | | | | | 3,292(6) | 199,890 | | | | | | | | | | 12,917(10) | 784,320 | | | | | Craig L. Rosenthal | 15,760(4) | — | 17.96 | 11/12/2030 | | | 59,976 | (5) | 3,641,743 | | | | | | | | | 21,086 | (7) | 1,280,342 | | | | | | | | | 46,924 | (9) | 2,849,225 | | | | | | | 2,681(6) | 162,790 | | | | | | | | | | 10,764(10) | 653,590 | | | | | Robin Singh | | | | | 2,996(6) | 181,917 | 44,982 | (5) | 2,731,307 | | | | | | | 7,112(8) | 431,841 | | | | | | | | | | 8,611(10) | 522,860 | | | |

  105. Outstanding Equity Awards at September 30, 2024

    | (1) Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s fiscal 2024, fiscal 2023 and fiscal 2022 compensation from Post and the Post benefit plans in which he participates are fully disclosed in Post’s filings with the SEC. |

  106. Outstanding Equity Awards at September 30, 2024

    | (2) Non-qualified Post stock options. |

  107. Outstanding Equity Awards at September 30, 2024

    | (3) Non-qualified Company stock options. |

  108. Outstanding Equity Awards at September 30, 2024

    | (4) Non-Qualified Company stock options. |

  109. Outstanding Equity Awards at September 30, 2024

    | (5) In accordance with instruction 3 to Item 402(f)(2) of Regulation S-K, Company PRSUs reported at maximum of 260% based on performance at 188% of target as of September 30, 2024; service-based restrictions lapse on September 30, 2026 and vesting is subject to the satisfaction of performance conditions. The PRSUs will be paid in shares of the Company’s common stock within sixty days from the vesting date. |

  110. Outstanding Equity Awards at September 30, 2024

    | (6) Company RSUs; service-based restrictions lapse on November 11, 2024 (February 1, 2025 for Mr. Vitale). The RSUs will be paid in shares of the Company’s common stock within sixty days from each of the applicable vesting dates. |

  111. Outstanding Equity Awards at September 30, 2024

    | (7) In accordance with instruction 3 to Item 402(f)(2) of Regulation S-K, Company PRSUs reported at maximum for all named executive officers based on performance at 260% of target as of September 30 |

  112. Outstanding Equity Awards at September 30, 2024

    | 2024; service-based restrictions lapse on November 11, 2024 (February 1, 2025 for Mr. Vitale) and vesting is subject to the satisfaction of performance conditions. The PRSUs will be paid in shares of the Company’s common stock within sixty days from the vesting date. |

  113. Outstanding Equity Awards at September 30, 2024

    | (8) Company RSUs; service-based restrictions lapse in equal installments on November 11, 2024 and 2025. The RSUs will be paid in shares of the Company’s common stock within sixty days from each of the applicable vesting dates. |

  114. Outstanding Equity Awards at September 30, 2024

    | (9) In accordance with instruction 3 to Item 402(f)(2) of Regulation S-K, Company PRSUs reported at maximum based on performance at 260% of target as of September 30, 2024; service-based restrictions lapse on November 11, 2025 and vesting is subject to the satisfaction of performance conditions. The PRSUs will be paid in shares of the Company’s common stock within sixty days from the vesting date. |

  115. Outstanding Equity Awards at September 30, 2024

    | (10) Company RSUs; service-based restrictions lapse in equal installments on November 11, 2024, 2025 and 2026. The RSUs will be paid in shares of the Company’s common stock within sixty days from each of the applicable vesting dates. |

  116. Outstanding Equity Awards at September 30, 2024

    | (11) Based on the Company’s closing stock price of $60.72 on September 30, 2024. |

  117. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  118. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(3) ($) | | Robert V. Vitale(1) | — | — | 33,333 | 1,939,647 | | Darcy Horn Davenport | — | — | 14,807 | 691,190 | | | — | — | 15,365 | 717,238 | | Paul A. Rode | — | — | 4,781 | 223,177 | | | — | — | 3,529 | 164,733 | | Douglas J. Cornille | — | — | 7,706 | 359,716 | | | — | — | 3,292 | 153,670 | | Craig L. Rosenthal | — | — | 2,925 | 136,539 | | | — | — | 2,681 | 125,149 | | Robin Singh | — | — | 3,806 | 177,664 | | | | | 6,551 | 305,800 |

  119. Option Exercises and Stock Vested

    | (1) Mr. Vitale is the President and Chief Executive Officer of Post and is compensated by Post for his services as an employee of Post. Mr. Vitale’s stock options exercise and stock awards vested in fiscal year 2024, if any, are fully disclosed in Post’s filings with the SEC. |

  120. Option Exercises and Stock Vested

    | (2) All equity awards valued at the closing price of our common stock as reported on the NYSE on the date of vesting. |

  121. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control In the event of an involuntary termination of employment, each of our NEOs is eligible for compensation and benefits under their respective severance and change in control agreements (other than Mr. Vitale, who has no such agreement) and equity compensation award agreements as described below. Except for the treatment of his equity compensation awards granted by the Company, Mr. Vitale is not eligible to receive any other benefits upon a termination of his employment by us. Mr. Vitale is the President and Chief Executive Officer of Post and also is compensated by Post for his services as an employee of Post as disclosed in Post’s filings with the SEC. The table below sets forth estimates of the amounts to which each NEO would be entitled to receive from the Company pursuant to his or her severance and change in control agreement (other than Mr. Vitale, who has no such agreement) and equity compensation award agreements with us and in the event of (a) the voluntary termination of the NEO’s employment or the NEO’s retirement, (b) the involuntary not for cause termination of the NEO’s employment, (c) the involuntary termination of the NEO’s employment in connection with a change in control, or (d) the NEO’s death or disability (in conjunction with a termination), each as if such event had occurred on September 30, 2024.

  122. Potential Payments Upon Termination of Employment or Change in Control

    | Name | | Voluntary Termination or Retirement ($) | Involuntary Not for Cause Termination ($)(3) | Change in Control followed by Involuntary Termination ($)(4) | Death or Disability ($)(4) | | Robert V. Vitale | Cash (Salary and Bonus) | — | — | — | — | | | Value of Stock and Option Awards | — | 45,589,790 | 49,385,640 | 49,385,640 | | | Non-qualified Deferred Compensation | — | — | — | — | | | Health Benefits and Insurance | — | — | — | — | | | Total | | 45,589,790 | 49,385,640 | 49,385,640 | | Darcy Horn Davenport | Cash (Salary and Bonus) | — | 3,375,000 | 5,062,500 | — | | | Value of Stock and Option Awards(1) | — | 24,124,238 | 60,750,125 | 60,750,125 | | | Non-qualified Deferred Compensation(2) | 726,675 | 726,675 | 726,675 | 726,675 | | | Health Benefits and Insurance | — | 46,886 | 70,329 | — | | | Total | 726,675 | 28,272,799 | 66,609,629 | 61,476,800 | | Paul A. Rode | Cash (Salary and Bonus) | — | 875,000 | 1,750,000 | — | | | Value of Stock and Option Awards(1) | — | 5,425,271 | 12,934,996 | 12,934,996 | | | Non-qualified Deferred Compensation(2) | 180,117 | 180,117 | 180,117 | 180,117 | | | Health Benefits and Insurance | — | 23,596 | 47,191 | — | | | Total | 180,117 | 6,503,984 | 14,912,304 | 13,115,113 | | Douglas J. Cornille | Cash (Salary and Bonus) | — | 805,000 | 1,610,000 | — | | | Value of Stock and Option Awards(1) | — | 4,891,785 | 10,188,087 | 10,188,087 | | | Non-qualified Deferred Compensation(2) | 110,555 | 110,555 | 110,555 | 110,555 | | | Health Benefits and Insurance | — | 7,813 | 15,625 | — | | | Total | 110,555 | 5,815,153 | 11,924,267 | 10,298,642 | | Craig L. Rosenthal | Cash (Salary and Bonus) | — | 709,500 | 1,419,000 | — | | | Value of Stock and Option Awards(1) | — | 4,109,347 | 9,261,588 | 9,261,588 | | | Non-qualified Deferred Compensation(2) | — | — | — | — | | | Health Benefits and Insurance | — | 24,080 | 48,160 | — | | | Total | — | 4,842,927 | 10,728,748 | 9,261,588 |

  123. Potential Payments Upon Termination of Employment or Change in Control

    | Name | | Voluntary Termination or Retirement ($) | Involuntary Not for Cause Termination ($)(3) | Change in Control followed by Involuntary Termination ($)(4) | Death or Disability ($)(4) | | Robin Singh | Cash (Salary and Bonus) | — | 620,000 | 1,240,000 | — | | | Value of Stock and Option Awards(1) | — | 812,373 | 3,867,925 | 3,867,925 | | | Non-qualified Deferred Compensation(2) | — | — | — | — | | | Health Benefits and Insurance | — | 8,408 | 16,815 | — | | | Total | — | 1,440,781 | 5,123,740 | 3,867,925 |

  124. Potential Payments Upon Termination of Employment or Change in Control

    | (1) All Post option awards were valued at the closing price of Post’s common stock on September 30, 2024 of $115.75. All unvested Company RSUs and option awards were valued at the closing price of our common stock on September 30, 2024 of $60.72. All unvested Company PRSU awards were value at maximum performance at the closing price of our common stock on September 30, 2024 of $60.72. Stock options are valued at the difference between the exercise price of the stock option and the applicable closing price on September 30, 2024. |

  125. Potential Payments Upon Termination of Employment or Change in Control

    | (2) All amounts to be paid in lump sum unless otherwise specified. |

  126. Potential Payments Upon Termination of Employment or Change in Control

    | (3) Includes accelerated pro rata vesting of PRSUs at maximum for all named executive officers, in each case based on actual performance as of September 30, 2024, and vested stock options for all named executive officers other than Mr. Vitale. |

  127. Potential Payments Upon Termination of Employment or Change in Control

    | (4) Includes accelerated vesting of PRSUs at maximum based on actual performance as of September 30, 2024 and accelerated vesting of all RSUs for all named executive officers and vested stock options for all named executive officers other than Mr. Vitale. |

  128. Potential Payments under the Severance and Change in Control Agreements

    Potential Payments under the Severance and Change in Control Agreements We have entered into separate Severance and Change in Control Agreements with each of our named executive officers other than Mr. Vitale (the “Severance and CIC Agreements”). Under the Severance and CIC Agreements, all of our NEOs, other than Mr. Vitale, are eligible for severance benefits in the event his or her employment is terminated involuntarily other than for “cause.” Severance benefits relating to a termination other than for “cause” and not in connection with a “change in control” or resulting from an executive’s death or disability consist of the following:

  129. Potential Payments under the Severance and Change in Control Agreements

    | • | Cash payments equal to one times, or 1.0x (or two times, or 2.0x, in the case of Ms. Davenport), the sum of (a) executive’s base salary, plus (b) executive’s target bonus for the year in which the termination occurs (the “Standard Severance Benefits”), payable in substantially equal installments in accordance with the Company’s regular payroll practices over 12 months (or 24 months in the case of Ms. Davenport) commencing 60 days after the date of termination (each, the applicable “Standard Severance Period”); and |

  130. Potential Payments under the Severance and Change in Control Agreements

    | • | Payment of the cost of COBRA healthcare continuation coverage for up to 12 months (24 months for Ms. Davenport). |

  131. Potential Payments under the Severance and Change in Control Agreements

    Severance benefits relating to a termination other than for “cause” that occurs within six months before or 24 months after a “change in control” consist of:

  132. Potential Payments under the Severance and Change in Control Agreements

    | • | A lump sum cash payment equal to two times, or 2.0x (or three times, or 3.0x, in the case of Ms. Davenport), the sum of (a) executive’s base salary, plus (b) executive’s target bonus for the year in which the termination occurs, payable within 60 days after the date of termination; provided, however, that if the change in control does not constitute a change in control within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the portion of such severance up |

  133. Potential Payments under the Severance and Change in Control Agreements

    | to the amount of the Standard Severance Benefits shall be payable in equal installments in accordance with the Company’s regular payroll practices over the Standard Severance Period; and |

  134. Potential Payments under the Severance and Change in Control Agreements

    | • | Payment of the cost of COBRA healthcare continuation coverage for up to 24 months (36 months for Ms. Davenport). |

  135. Potential Payments under the Severance and Change in Control Agreements

    The payment of the foregoing severance benefits to an executive under a Severance and CIC Agreement is in each case subject to the executive entering into a customary release of claims with the Company. The Severance and CIC Agreements also provide for customary non-competition and non-solicitation restrictive covenants for the duration of the applicable Standard Severance Period. Under the Severance and CIC Agreements, the following definitions apply:

  136. Potential Payments under the Severance and Change in Control Agreements

    | • | “cause” means: (i) the continued failure by executive to devote reasonable time and effort to the performance of Executive’s duties (other than any such failure resulting from executive’s incapacity due to physical or mental illness) after written demand therefor has been delivered to executive by the Company that specifically identifies how Executive has not devoted reasonable time and effort to the performance of executive’s duties; or (ii) the willful engaging by executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or (iii) executive’s conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; in any case as determined by the Board upon the good faith vote of not less than a majority of the Board, after reasonable notice to executive specifying in writing the basis or bases for the proposed termination for Cause and after executive has been provided an opportunity to be heard before a meeting of the Board held upon reasonable notice to all directors; provided, however, that a termination for Cause shall not include a termination attributable to: (1) bad judgment or negligence on the part of executive other than habitual negligence; (2) an act or omission believed by executive in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by executive to be lawful; or (3) the good faith conduct of executive in connection with a Change in Control (including executive’s opposition to or support thereof). |

  137. Potential Payments under the Severance and Change in Control Agreements

    | • | “change in control” has the same definition as under the 2019 LTIP, and means, except as otherwise provided in a separate written agreement, any of the following: |

  138. Potential Payments under the Severance and Change in Control Agreements

    | (i) Individuals who constitute the Board cease for any reason to constitute at least a majority of the Board. |

  139. Potential Payments under the Severance and Change in Control Agreements

    | (ii) An individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) directly or indirectly acquires or beneficially owns (as defined in Rule 13d-3 under the Exchange Act, or any successor rule thereto) (in each case, together with such individual’s, entity’s or group’s prior ownership of the Company) the right to direct the vote with respect to more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (“Voting Control”), provided, however, that the following acquisitions and beneficial ownership shall not constitute a Change in Control; |

  140. Potential Payments under the Severance and Change in Control Agreements

    | (A) any direct or indirect acquisition or beneficial ownership by the Company or any of its Subsidiaries, |

  141. Potential Payments under the Severance and Change in Control Agreements

    | (B) the direct or indirect acquisition or beneficial ownership of additional securities of the Company entitled to vote generally in the election of directors or of the right to direct the vote of such securities by an individual, entity or group who already beneficially owns Voting Control, or |

  142. Potential Payments under the Severance and Change in Control Agreements

    | (C) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one of more of its Subsidiaries. |

  143. Potential Payments under the Severance and Change in Control Agreements

    | (iii) | Consummation of a reorganization, merger, share exchange or consolidation (a “Business Combination”), unless in each case following such Business Combination: |

  144. Potential Payments under the Severance and Change in Control Agreements

    | (A) all or substantially all of the individuals, entities or groups who were the beneficial owners of Voting Control immediately prior to such Business Combination beneficially own, directly or indirectly, the right to direct the vote with respect to more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company through one or more subsidiaries); |

  145. Potential Payments under the Severance and Change in Control Agreements

    | (B) no individual, entity or group (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, the right to direct the vote with respect to more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination, except to the extent that such individual, entity or group beneficially owned Voting Control prior to the Business Combination; and |

  146. Potential Payments under the Severance and Change in Control Agreements

    | (C) at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, approving such Business Combination. |

  147. Potential Payments under the Severance and Change in Control Agreements

    | (iv) The Company shall sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions). |

  148. Potential Payments under the Severance and Change in Control Agreements

    | (v) The stockholders of the Company shall approve a plan to liquidate or dissolve the Company and the Company shall commence such liquidation or dissolution of the Company. |

  149. Potential Payments under the Severance and Change in Control Agreements

    Notwithstanding the foregoing, any direct or indirect spin-off, split-off or similar transaction involving Company securities by any stockholder of the Company to the stockholder’s stockholders shall not constitute a Change in Control. Notwithstanding anything herein to the contrary, an event described herein shall be considered a Change in Control hereunder only if it also constitutes a “change in control event” under Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences thereunder.

  150. Director Compensation for the Fiscal Year Ended September 30, 2024

    Director Compensation for the Fiscal Year Ended September 30, 2024 All non-management directors received an annual retainer of $70,000. The chairperson of our Audit Committee receives an additional annual retainer of $20,000 and all other members of the Audit Committee receive an additional annual retainer of $10,000. The chairperson of our Corporate Governance and Compensation Committee receives an additional annual retainer of $15,000 and all other members of the Corporate Governance and Compensation Committee receives an additional annual retainer of $7,500. The independent lead director of our Board receives an additional annual retainer of $20,000. In addition to cash compensation, all non-management directors received an annual grant in the form of RSUs with a grant date fair value of approximately $125,000 calculated in accordance with FASB ASC Topic 718. All awards fully vest on the first anniversary of the date of grant. All RSU awards fully vest at the director’s disability or death, but RSUs shall be forfeited and cancelled upon a director’s earlier resignation or removal. Directors may elect to defer settlement of RSUs until separation from service. We also pay the premiums on directors’ and officers’ liability and travel accident insurance policies insuring directors. We reimburse directors for their reasonable expenses incurred in connection with attending Board meetings. Under our Deferred Compensation Plan for Directors, any non-management director may elect to defer, with certain limitations, his or her cash retainer, in whole or in part. Deferred compensation may be notionally invested in BellRing common stock equivalents or in a number of mutual funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. Deferrals in our common stock equivalents receive a 33 1/3% Company matching contribution, also credited in BellRing common stock equivalents. Balances are paid upon leaving the Board of Directors, generally in cash, in one of three ways at the election of each director: (1) lump sum payout; (2) five-year installments or (3) ten-year installments. Directors who also are full-time officers or employees of the Company or Post receive no additional compensation for serving as directors. We maintain stock ownership guidelines applicable to all non-management directors. See Other Compensation Policies - Stock Ownership Guidelines under Compensation Discussion for more details. The following table sets forth the compensation paid to non-management directors for fiscal year 2024, other than reimbursement for travel expenses.

  151. Director Compensation for the Fiscal Year Ended September 30, 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($) | Non-Qualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Shawn W. Conway | 80,000 | 124,965 | — | 4,979 | 26,664 | 236,608 | | Thomas P. Erickson | 97,500 | 124,965 | — | 305,039 | 32,497 | 560,001 | | Jennifer Kuperman Johnson | 77,500 | 124,965 | — | 249,073 | 25,831 | 477,369 | | Chonda J. Nwamu | 80,000 | 124,965 | — | 95,108 | 26,664 | 326,737 | | Elliot H. Stein, Jr. | 115,000 | 124,965 | — | 14,439 | 8,145 | 262,549 |

  152. Director Compensation for the Fiscal Year Ended September 30, 2024

    | (1) These amounts represent the grant date fair value of 2,261 RSUs granted on January 31, 2024 to each of Ms. Kuperman Johnson, Ms. Nwamu and Messrs. Conway, Erickson and Stein. The grant date fair values are computed in accordance with FASB ASC Topic 718, and do not correspond to the actual values that will be realized by the non-management directors. See Note 15 to the Company’s fiscal year 2024 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. The awards granted on January 31, 2024 to each of Ms. Kuperman Johnson, Ms. Nwamu and Messrs. Conway, Erickson and Stein fully vest on the first anniversary of the date of grant. The common stock issued pursuant to all such awards must be held until the director has met the ownership requirements under our Stock Ownership Guidelines; however, shares are permitted to be sold to the extent necessary to satisfy any tax obligations relating to the vesting and delivery of such shares. In addition, all awards fully vest at the director’s disability or death. |

  153. Director Compensation for the Fiscal Year Ended September 30, 2024

    | (2) The number of unvested RSUs held by each non-management director as of September 30, 2024 was: Mr. Conway and Ms. Kuperman Johnson, 2,261 RSUs; Mr. Stein, 2,697 RSUs; and Mr. Erickson and Ms. Nwamu, 2,635 RSUs. |

  154. Director Compensation for the Fiscal Year Ended September 30, 2024

    | (3) The amounts reported in this column reflect earnings on the respective non-management director’s account under our Deferred Compensation Plan for Directors for all non-management directors who elected to participate in the plan. |

  155. Director Compensation for the Fiscal Year Ended September 30, 2024

    | (4) These amounts represent the 33 1/3% match on deferrals into common stock equivalents under the Deferred |

  156. Director Compensation for the Fiscal Year Ended September 30, 2024

    Compensation Plan for Directors for all non-management directors who elected to participate in the plan.

  157. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, the Company is required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee of the Company for fiscal year 2024. The annual total compensation of our median employee was $121,841. The annual total compensation of our Chief Executive Officer was $9,901,653. The ratio of our Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation was 81 to 1. The annual total compensation of our median employee and our Chief Executive Officer as set forth in the paragraph above includes the value of employer-provided health and welfare benefits in the amount of $5,998 and $17,583, respectively, that are not included in the Chief Executive Officer’s total compensation in the Summary Compensation Table above. We used the following methodology and material assumptions to identify our median employee in fiscal year 2024:

  158. CEO PAY RATIO

    | 1. | The median employee was identified using employee information as of July 1, 2024, excluding our Chief Executive Officer, of approximately 468 employees. |

  159. CEO PAY RATIO

    | 2. | We used base pay as the consistently applied compensation measure to identify our new median employee. From our employee population, we collected additional compensation data for a group of employees who were paid within a relatively narrow range around our estimated median’s consistently applied compensation measure. From this group, we selected an employee who was reasonably representative of our workforce to be our new median employee. |

  160. CEO PAY RATIO

    The ratio presented above is a reasonable estimate calculated in a manner consistent with SEC rules and regulations, based upon the Company’s payroll and employment records and the methodology described above. The ratio may not be comparable to those reported by other companies due to differences in industry, business models, scope of international operations and scale, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their ratios.

  161. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rul es adopted by the Securities and E xcha nge Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation actually paid by us to our principal executive officer (“PEO”), Darcy Horn Davenport, and Non-PEO NEOs and Company performance for the fiscal years listed below. The disclosures included in this section are required by technical SEC rules and do not necessarily align with how the Company or the Compensation Committee views the link between our performance and the compensation of our NEOs. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years presented. For information regarding the decisions made by our Compensation Committee with respect to the compensation of our NEOs for each fiscal year, including alignment with Company performance, please see the “Compensation Discussion and Analysis” section of the proxy statement for the fiscal years covered.

  162. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Darcy Horn Davenport¹ ($) | Compensation Actually Paid to Darcy Horn Davenport 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2, 3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | 1-Year Relative TSR Percentile Rank 5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 9,901,653 | 29,639,032 | 2,027,491 | 8,453,584 | 328.23 | 126.34 | 246.5 | 83 rd | | 2023 | 4,321,300 | 17,994,026 | 900,745 | 7,132,747 | 222.87 | 113.96 | 165.5 | 92 nd | | 2022 | 5,046,013 | 2,706,699 | 3,976,161 | 3,006,251 | 111.41 | 111.29 | 116.0 | 28 th | | 2021 | 3,565,067 | 6,055,248 | 816,593 | 1,196,210 | 148.26 | 105.63 | 114.4 | 97 th |

  163. Pay Versus Performance Disclosure

    | 1. | Darcy Horn Davenport was our PEO for each year presented in the table above. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  164. Pay Versus Performance Disclosure

    | 2021 - 2024 | | Robert V. Vitale | | Paul A. Rode | | Douglas J. Cornille | | Craig L. Rosenthal | | Robin Singh |

  165. Pay Versus Performance Disclosure

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  166. Pay Versus Performance Disclosure

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  167. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Darcy Horn Davenport ($) | Exclusion of Stock Awards for Darcy Horn Davenport ($) | Inclusion of Equity Values for Darcy Horn Davenport ($) | Compensation Actually Paid to Darcy Horn Davenport ($) | | 2024 | 9,901,653 | (7,499,798) | 27,237,177 | 29,639,032 |

  168. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,027,491 | (1,273,978) | 7,700,071 | 8,453,584 |

  169. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are der ive d from the amounts set forth in the following tables:

  170. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Darcy Horn Davenport ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Darcy Horn Davenport ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Darcy Horn Davenport ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Darcy Horn Davenport ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Darcy Horn Davenport ($) | Total - Inclusion of Equity Values for Darcy Horn Davenport ( $ ) | | 2024 | 17,288,148 | 9,660,363 | — | 288,666 | — | 27,237,177 |

  171. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,835,092 | 4,698,454 | — | 166,524 | — | 7,700,071 |

  172. Pay Versus Performance Disclosure

    | 4. | The Peer Group TSR set forth in this table utilizes the S&P Composite 1500 Packaged Foods & Meats (“S&P 1500 Packaged Foods & Meats”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended September 30, 2024. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year in the Company and in the S&P 1500 Packaged Foods & Meats, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  173. Pay Versus Performance Disclosure

    | 5. | We determined 1-Year Relative TSR Perce nt ile Rank of Russell 3000 Food Products Index (“1-Year Relative TSR Percentile”) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure in prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  174. Pay Versus Performance Disclosure

    NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most rec ently completed fiscal years, and the S&P 1500 Packaged Foods & Meats TSR over the same period. Relationship Between PEO and NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our net income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure, 1-Year Relative TSR Percentile Rank The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our 1-Year Relative TSR Percentile Rank during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance. The measures in this table are not ranked.

  175. Pay Versus Performance Disclosure

    | 1- Year Relative TSR Percentile Rank Net Revenue – Corporate Net Revenue – Premier Nutrition Adjusted EBITDA – Corporate Adjusted EBITDA – Premier Nutrition |