DEF 14A of Post Holdings, Inc., Dec 11, 2023

DEF 14A of Post Holdings, Inc.

Filed Dec 11, 2023 · FY20230001530950-23-000444

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table provides summary information about each director nominee as of November 15, 2023. At our annual meeting, shareholders will be asked to elect the three director nominees in Class III listed in the table below. The Board of Directors unanimously recommends a vote FOR each nominee. Class III - Directors whose terms expire at the 2024 annual meeting of shareholders and who are nominees for terms expiring at the 2025 annual meeting (if the amendment to our Amended and Restated Articles of Incorporation is approved), or at the 2027 annual meeting (if the amendment to our Amended and Restated Articles of Incorporation is not approved)

  2. BOARD OF DIRECTORS

    | Name | Director Since | Occupation and Experience | Independent | Board Committees(1) | | | | | | | | | | AC | | CGCC | EC | SFOC | | William P. Stiritz | 2012 | Retired Executive and Chairman of the Board of Post Holdings, Inc. | No | | | | ✓ | ✓ | | Thomas C. Erb | 2021 | Chairman Emeritus of Lewis Rice LLC | No | | | | | ✓ | | Jennifer Kuperman | 2021 | Senior Vice President of Corporate Affairs at Chime | Yes | | ✓ | | | |

  3. BOARD OF DIRECTORS

    | (1) AC - Audit Committee; CGCC - Corporate Governance and Compensation Committee; EC - Executive Committee; SFOC - Strategy and Financial Oversight Committee |

  4. 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 Amended and Restated 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 regularly reports to the Board of Directors on the progress of the Committee’s efforts. 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 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 shareholders. 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 Amended and Restated Bylaws, should be submitted in writing to our corporate secretary. Shareholders wishing to suggest a candidate for director nomination for the 2025 annual meeting of shareholders should mail their suggestions to our principal executive offices at Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary. Suggestions must be received by the corporate secretary no later than October 27, 2024. Please also see the section Other Matters – Shareholder Director Nominations and Proposals for the 2025 Annual Meeting on page 70 for information regarding the more formal nomination process.

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The terms of three current directors (Messrs. Erb and Stiritz and Ms. Kuperman) will expire at the 2024 annual meeting of shareholders. Our Board of Directors has nominated Messrs. Erb and Stiritz and Ms. Kuperman for election for a three-year term that will expire in 2027. However, if the Proposed Amendment to our Current A&R Articles to declassify our Board of Directors is approved (as discussed in further detail in the section Approval of Amendment to the Articles of Incorporation to Declassify the Company’s Board of Directors on page 66), then the term of each of Messrs. Erb and Stiritz and Ms. Kuperman would expire at the 2025 annual meeting of shareholders in accordance with the Proposed Amendment, regardless of the fact that they were elected to a three-year term to expire in 2027 pursuant to this proposal. The Board of Directors is not aware that any of the 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. Each nominee is currently a director. Mr. Stiritz was elected to the Board effective February 3, 2012, immediately after Post’s separation from Ralcorp Holdings, Inc. (“Ralcorp”) was completed. Mr. Erb and Ms. Kuperman were appointed to the Board effective May 4, 2021. The persons named on the proxy card intend to vote the proxy representing your shares for the election of Messrs. Erb and Stiritz and Ms. Kuperman, unless you indicate on the proxy card 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. The Board of Directors unanimously recommends a vote “FOR” each of these nominees.

  6. 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

  7. Board Composition

    Board Composition We believe that our directors should possess the highest personal and professional integrity and values and be committed to representing the long-term interests of our shareholders. We further believe that the backgrounds and qualifications of our directors, considered as a group, should provide a blend of business experience and competence, and professional and personal abilities, that will allow the Board of Directors to fulfill its responsibilities. The Corporate Governance and Compensation Committee works with the Board to determine the appropriate mix of these backgrounds and qualifications to maintain a Board with strong collective abilities. To fulfill these objectives, the Board of Directors has determined that it is important to nominate directors with the skills and experiences set forth below, among others. The experiences, qualifications and skills that the Board considered in each director’s nomination are included in their individual biographies and in the matrix provided below. •Leadership Experience. We believe that directors with experience in significant leadership positions over an extended period generally possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others. They also generally possess a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. •Financial or Accounting Acumen. We believe that an understanding of finance and financial reporting processes enables our directors to evaluate and understand the impact of business decisions on our financial statements and capital structure. In addition, accurate financial reporting and robust auditing are critical to our ongoing success. •Industry Experience. We seek directors with experience as executives or directors or in other leadership positions in industries relevant to our business, including consumer packaged goods, branded products, retail or consumer product manufacturing. •Operational Experience. We believe that directors who are current or former executives with direct operational responsibilities bring valuable practical insight to helping to develop, implement and assess our operating plan and business strategy. Operational experience includes experience in areas such as marketing, supply chain, sustainability and commodity management. •Public Company Experience. Directors with experience as executives or directors of other publicly-traded companies generally are well prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management, and help further our goals of greater transparency, accountability for management and the Board and protection of our shareholders’ interests. In addition, when evaluating the suitability of individuals for nomination, the Corporate Governance and Compensation Committee considers other appropriate factors, including whether the individual satisfies applicable independence requirements. The following information is furnished with respect to each nominee for election as a director and each continuing director. The ages of the directors are as of December 31, 2023.

  8. Board Matrix

    Board Matrix The following matrix provides information regarding each nominee for election as a director and each continuing director, including certain types of experiences and skills that the Board of Directors has determined are important and certain diversity demographics. The matrix does not encompass all of the experiences and skills of our directors, and the fact that a particular experience or skill is not listed does not mean that a director does not possess it.

  9. Board Matrix

    | | Burwell | Curl | Erb | Grote | Harshman | Kemper | Kuperman | Skarie | Stiritz | Vitale | | Experiences and Skills | | | | | | | | | | | | Leadership Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial or Accounting Acumen | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry Experience | | | | | | ✓ | | ✓ | ✓ | ✓ | | Operational Experience | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company Experience | | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Race/Ethnicity | | | | | | | | | | | | Black/African American | ✓ | | | | | | | | | | | Caucasian/White | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Other | | | | | | | | | | | | Gender | | | | | | | | | | | | Female | ✓ | | | | ✓ | | ✓ | | | | | Male | | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ |

  10. Nominees for Election

    Nominees for Election WILLIAM P. STIRITZ has served as our Chairman of the Board of Directors since February 2012. Previously, Mr. Stiritz served as our Chief Executive Officer from February 2012 until November 2014 and served as our Executive Chairman from November 2014 until February 2016. Mr. Stiritz is a private equity investor and served as the chairman of the board of directors of Ralcorp from 1994 until February 2012. Since prior to 2005, Mr. Stiritz has been a partner at Westgate Group LLC, a consumer-oriented private equity firm. Mr. Stiritz was chairman emeritus of the board of directors of Energizer Holdings, Inc., a publicly-traded manufacturer, marketer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products, from January 2007 to May 2008 and chairman of the board of directors of Energizer Holdings, Inc. from 2000 to 2007. In addition, he served as a director of Vail Resorts, Inc., a publicly-traded global mountain resort operator, from 1997 to 2009. Mr. Stiritz has extensive managerial expertise, including as chairman of a number of public and private companies, and experience in financial operations, as well as diverse industry experience and expertise with large multinational corporations. Age 89. THOMAS C. ERB has served as a member of the Board of Directors since May 2021. Mr. Erb is the Chairman Emeritus of Lewis Rice LLC (“Lewis Rice”), a St. Louis regional law firm with over 150 lawyers, and most recently served as Chairman of Lewis Rice from May 2012 until August 2020. Mr. Erb has spent his entire forty-plus year legal career with Lewis Rice. Mr. Erb has served as an advisory director of the CIC Group, a privately held construction company, since 2015, and previously served on the board of directors of the United Way of Greater St. Louis, a privately-funded charitable organization, from 2012 to 2020. Mr. Erb has two years of public accounting experience. Mr. Erb has expertise and background in legal affairs, human resources, employee relations, strategic planning, management and finance. Age 70. JENNIFER KUPERMAN has served as a member of the Board of Directors since May 2021. Ms. Kuperman is currently the Senior Vice President of Corporate Affairs at Chime, a financial technology company. Previously, Ms. Kuperman 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 until 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 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 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 serves on the board of directors of BellRing Brands, Inc., a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category. Ms. Kuperman also serves on the board of directors of Kyriba, a global leader in cloud treasury and finance solutions, as well as CoachArt, a nonprofit organization that provides arts and recreational opportunities to youth with chronic and life-threatening illnesses. Ms. Kuperman has experience in significant leadership positions and extensive international experience. Age 50.

  11. Directors Continuing in Service

    Directors Continuing in Service DOROTHY M. BURWELL has served as a member of the Board of Directors since July 2020. Ms. Burwell joined The Finsbury Group Limited, now FGS Global (UK) Ltd (“FGS Global”), a global strategic communications consultancy part of WPP PLC (“WPP”), in 2008, and has been a partner at FGS Global since September 2015. Ms. Burwell has played an integral role in the firm’s diversity efforts, serving on its global diversity committee and as an executive sponsor for WPP’s inter-agency diversity steering group, which oversees diversity and inclusion initiatives across the United Kingdom (the “U.K.”). Prior to joining FGS Global, Ms. Burwell spent six years at Goldman Sachs, a multinational investment bank and financial services company, in the investment banking division as well as in the firmwide strategy group. Ms. Burwell serves on the board of directors of Pennon Group plc, a U.K. publicly-listed water utility company. Ms. Burwell also serves as a trustee of The Consumer’s Association, the registered charitable name of Which? Group, the largest independent consumer rights organization in the U.K., and as a trustee for the London chapter of The Links, Incorporated, a nonprofit organization committed to strengthening disadvantaged Black communities in the United States and internationally. Ms. Burwell has expertise in stakeholder engagement, corporate transactions, capital markets communications and crisis management. Age 43. GREGORY L. CURL has served as a member of the Board of Directors since February 2012. Mr. Curl has been President of Temasek Holdings, an investment company owned by the Singapore government, since September 2010, following a banking career of over 35 years. From 1997 until January 2010, he served as vice chairman of corporate development and chief risk officer at Bank of America Corporation, retiring from Bank of America Corporation in March 2010. Prior to that, Mr. Curl served in a number of senior executive capacities. In addition, Mr. Curl serves as vice chairman - Asia of Temasek International, an operating subsidiary of Temasek Holdings, as the chairman of the board of directors of Rivulis Irrigation Ltd., a wholly-owned subsidiary of Temasek Holdings that is a global manufacturer and provider of complete micro and drip irrigation systems and solutions, and as the chairman of the board of directors of its affiliate, Rivulis Pte Ltd. Mr. Curl also serves on the board of directors of CITIC Limited, one of China’s largest conglomerates focusing primarily on financial services, resources and energy, manufacturing, engineering contracting and real estate. Mr. Curl has over 35 years of experience and background in the financial services industry, particularly in mergers and acquisitions. Age 75. ROBERT E. GROTE has served as a member of the Board of Directors since February 2012. Mr. Grote is, and has been for the past five years, a retired executive. Prior to 1998, Mr. Grote spent more than 20 years in management. He served in a number of executive positions at Washington Steel Corporation, an integrated, flat-rolled stainless steel producer, most recently as VP-Administration. He also served as general counsel for Washington Steel Corporation and on the company’s board of directors. Mr. Grote later ran two Pittsburgh, Pennsylvania non-profit organizations: Pittsburgh Center for the Arts and Central Blood Bank. Prior to joining Washington Steel Corporation, he practiced law in St. Louis, Missouri, and served for two years as an Assistant United States Attorney for the Eastern District of Missouri. Mr. Grote has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age 80. ELLEN F. HARSHMAN has served as a member of the Board of Directors since October 2017. Ms. Harshman most recently served as the Dean Emerita of the Richard A. Chaifetz School of Business (previously the John Cook School of Business) at Saint Louis University, where she worked at the direction of the Saint Louis University president to lead and manage an institutional project to celebrate the university’s bicentennial, from 2015 until her retirement in January 2019. From 2013 to 2015, Ms. Harshman served as the chief academic officer of Saint Louis University. Ms. Harshman served as the dean of the Richard A. Chaifetz School of Business at Saint Louis University from 2003 to 2013 and was the first female dean of a major business school in the St. Louis, Missouri area. Ms. Harshman also served as an associate professor of management. Ms. Harshman continues to be active professionally and with regional civic and social service organizations, including the Archdiocesan Council of St. Vincent de Paul, Greater St. Louis, Inc., the Civic Pride Foundation of Explore St. Louis and St. Louis Forum. Ms. Harshman has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age 78. DAVID W. KEMPER has served as a member of the Board of Directors since September 2015. Mr. Kemper became Executive Chairman of Commerce Bancshares, Inc., a publicly-traded bank holding company, in August 2018, after serving as its chairman and chief executive officer since 1991. Mr. Kemper is a director of Tower Properties Company, a property management company, and Enterprise Holdings, Inc., a private holding company of car rental companies. Mr. Kemper previously served as president of the Federal Advisory Council to the Federal Reserve. Mr. Kemper also previously served on the board of directors of Ralcorp from 1994 to 2013. Mr. Kemper has extensive managerial expertise, including as a chief executive officer, experience in financial operations and expertise with large corporations. Age 73. DAVID P. SKARIE has served as a member of the Board of Directors since February 2012. Mr. Skarie previously served as co-chief executive officer and president of Ralcorp from September 2003 until his retirement in December 2011. Mr. Skarie also served on the board of directors of Ralcorp from 2003 until February 2012. Prior to serving as co-chief executive officer and president of Ralcorp, Mr. Skarie served as president of several other companies in the consumer food products industry, including Ralston Foods and The Carriage House Companies. Mr. Skarie also served on the board of advisors of Clement Pappas and Company, Inc. (which has since merged into Lassonde Industries), a private label juice company, from 2002 until 2010. Mr. Skarie has expertise and background in the consumer packaged goods industry, including as a chief executive officer. Age 77.

  12. Directors Continuing in Service

    ROBERT V. VITALE has served as our President and Chief Executive Officer since November 2014, and is currently on medical leave. Mr. Vitale also has served as a member of our Board of Directors since November 2014. Previously, Mr. Vitale served as our Chief Financial Officer from October 2011 until November 2014. Mr. Vitale 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 served as the executive chairman of BellRing Brands, Inc., a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category, since September 2019, but since November 2, 2023 has been on medical leave in his executive capacity, and is a member of the board of directors of 8th Avenue Food & Provisions, Inc. (“8th Avenue”), a private brand-centric, consumer products holding company which we separately capitalized with third parties. Mr. Vitale also served as the president and chief investment officer of Post Holdings Partnering Corporation (“PHPC”), our former publicly-traded affiliate that was a special purpose acquisition company, from January 2021 until June 2023. Mr. Vitale also serves on the board of directors of Energizer Holdings, Inc., a publicly-traded manufacturer, marketer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products. Age 57.

  13. Corporate Governance Highlights

    | What We Do (Best Practice) | | What We Don’t Allow | | | √ | Enforce strict insider trading policies and enforce blackout trading periods for executives and directors | X | No hedging or pledging of Company stock permitted by executives or directors under our anti-hedging and anti-pledging policy | | √ | Utilize a clawback policy for incentive-based compensation | X | No single-trigger or modified single-trigger change-in-control arrangements | | √ | Set meaningful stock ownership guidelines for executives and directors | X | No change-in-control severance multiple in excess of three times salary and target/actual bonus | | √ | Disclose performance goals and performance results for our Senior Management Bonus Program and our performance-based restricted stock unit (“PRSU”) equity grants | X | No excise tax gross-ups upon a change in control | | √ | Set a maximum individual payout limit on our Senior Management Bonus Program and our PRSU equity awards | X | No re-pricing or cash buyout of underwater stock options or stock appreciation rights (“SARs”) allowed | | √ | In fiscal year 2023, approximately 90% of our Chief Executive Officer’s total pay opportunity was variable “at risk” compensation. Our other NEOs also had on average approximately 83% of their total compensation in variable “at risk” programs. | X | No enhanced retirement formulas | | √ | Limited perquisites and other benefits | X | No executive officer guaranteed compensation either annually or multi-year | | √ | Incorporate general severance and change-in-control provisions in our management continuity agreements and Executive Severance Plan that are consistent with market practice, including double-trigger requirements for change-in-control protection | X | No market timing with granting of equity awards | | √ | Retain an independent compensation consultant reporting directly to the Committee | | |

  14. Corporate Governance Highlights

    | Component | Purpose | Characteristics | Fixed or Performance-Based | | Base Salary | Attracts and retains executives through market-based pay | Compensates executives fairly and competitively for their roles | Fixed | | Annual Bonus (Senior Management Bonus Program) | Encourages achievement of financial performance metrics that drive short-term results | Based on achievement of predefined financial performance objectives | Performance-Based | | Long-Term Incentives (“LTI”) | Align executives’ long-term compensation interests with shareholders’ investment interests | Value to the executive is based on long-term stock price performance | Performance-Based | | Performance-Based Restricted Stock Units (“PSRUs”) | Motivate corporate executives to provide superior TSR over the long term | Three-year TSR ranking versus Russell 3000 Packaged Foods & Meats 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 (see page 39) | Fixed |

  15. Corporate Governance Highlights

    | Fiscal Year 2023 NEO Target Compensation Structure Summary | | | Long-Term Incentives | Equity Grants We offer a balanced mix of equity vehicles to ensure our executives’ opportunities are linked to increases in shareholder value beyond grant date. We believe a combination of LTI programs with significant performance-based value and efficient share utilization is most appropriate. The weighting of our fiscal year 2023 equity grants was consistent with fiscal year 2022. Approximately 50% of total value was apportioned to each of PRSUs and RSUs, except as noted below. •PRSU program: Measures the Company’s three-year TSR performance ranking versus the Russell 3000 Packaged Foods & Meats companies. •RSU program: RSUs vest one-third per year on the first, second and third anniversaries of the grant date. •Special RSU grant: On November 15, 2022, Mr. Catoggio received a special RSU grant which will not vest until the fourth anniversary of the grant date, strengthening our retention of his leadership services as the President and CEO of Post Consumer Brands through November 15, 2026. His employment commenced on September 13, 2021 and this special RSU grant was awarded to him to replace compensation he forfeited at his prior employment and to retain a strong leader for one of our largest business units. |

  16. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee retains the services of 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. The Committee makes all final decisions regarding executive compensation. Aon’s specific compensation consultation roles include, but are not limited to, the following: •advising the Committee on director and executive compensation trends and regulatory developments; •developing a peer group of companies for determining competitive compensation rates; •providing a total compensation study for executives against executives at peer companies; •providing advice to the Committee on corporate governance best practices, as well as any other areas of concern or risk; •serving as a resource to the Committee chair for meeting agendas and supporting materials in advance of each meeting; •reviewing and commenting on proxy statement disclosure items, including preparation of the CD&A; and •advising the Committee on management’s pay recommendations. 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) of the Exchange Act. Based on this review, the Committee concluded that Aon is independent and that there are no conflicts of interest raised by the work performed by Aon.

  17. 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. Consistent with prior years, the following peer group development criteria were used to develop competitive market values to assist with fiscal year 2023 pay decisions: •Industry: similar to Post, based on the Global Industry Classification System (GICS) code of Packaged Foods & Meats; •Company size: approximately 0.4 times to 3 times Post’s annual revenues, with a secondary focus on market cap. In developing our peer group for compensation comparisons, we not only consider our consolidated corporate revenues, but we also consider a broader view of “revenues under management” to account for some members of our executive team providing strategic guidance to our shared platforms (such as 8th Avenue). At the time of peer group development, Post’s combined revenues under management were approximately $7 billion to $8 billion, and the median revenues for the peer companies were approximately $8.5 billion; •Peers: companies using Post in their compensation peer group; •Peers of peers: companies used in the peer groups of potential peer companies; and •Competitors: companies that compete with Post for business and management talent. Slight changes were made to the prior fiscal year peer group to assist with fiscal year 2023 pay decisions. For fiscal year 2023 compensation decisions, we removed Primo Water Corporation as its annual revenues were below Aon’s peer threshold and added Coca-Cola Consolidated, Inc. with revenues below, but similar to, Post’s. The peer group consisted of the following 15 companies:

  18. Role of Peer Companies and Competitive Market Data

    | •Campbell Soup Company •Coca-Cola Consolidated, Inc. •Conagra Brands, Inc. •General Mills, Inc. •The Hain Celestial Group, Inc. •The Hershey Company •Hormel Foods Corporation •The J. M. Smucker Company | •Kellogg Company •Lamb Weston Holdings, Inc. •McCormick & Company, Incorporated •Monster Beverage Corporation •Newell Brands Inc. •Pilgrim’s Pride Corporation •TreeHouse Foods, Inc. |

  19. 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. The Committee also evaluates the compensation programs of other companies which, while not in the peer set, have similar characteristics of Post’s business model, complexity and sophistication.

  20. Timing of Compensation Decisions

    Timing of Compensation Decisions Pay recommendations for our executives, including our executive officers, are typically made by the Committee at its first regularly scheduled meeting of the fiscal year, normally held in November. However, for fiscal year 2023, the Committee approved the structure of the Senior Management Bonus Program in September 2022, just prior to the fiscal year beginning, with the performance goals set at the first regularly scheduled meeting of the fiscal year. The November meeting is typically held around the same time as we report our fourth quarter and 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. 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, also typically are made at the Committee’s first regularly scheduled meeting for the fiscal year. 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 options or any other equity incentives to the release of material non-public information. 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.

  21. Annual Bonus (Senior Management Bonus Program)

    Annual Bonus (Senior Management Bonus Program) Our NEOs are eligible to earn incentives based on fiscal year performance. The Senior Management Bonus Program is designed to reward superior annual performance in key areas that we believe create long-term value for shareholders. For fiscal year 2023, the Committee designed the bonus program as follows: •Corporate NEOs: Consistent with fiscal year 2022, for the corporate officers (Mr. Vitale, Mr. Mainer, Mr. Zadoks and Ms. Gray), the Committee approved a structure weighted 25% on the fiscal year 2023 Adjusted EBITDA performance for each of our four wholly-owned business units—Post Consumer Brands, Foodservice, Refrigerated Retail and Weetabix. The rationale for this design was to encourage our corporate NEOs to spend equal time and effort guiding the strategic efforts of each of our four wholly-owned business units. •Business unit NEOs: Consistent with fiscal year 2022, for our business unit leaders (Mr. Catoggio and Mr. Westphal), the Committee approved a structure based solely on their specific business unit’s Adjusted EBITDA performance. •All NEOs: Earned amounts were paid out in RSU grants (rather than cash) made after the conclusion of fiscal year 2023 with vesting on the first anniversary of the grant date, generally subject to continued employment. Our rationale for this design was to encourage the long-term retention of our NEOs and align their interests with the interests of our shareholders. For fiscal year 2023, the Committee approved the following structure modifications: ◦Minimum performance requirement for each business unit: Changed from 95% to 90% of the target Adjusted EBITDA to be more in-line with competitive practice. ◦Maximum performance requirement for each business unit: Changed from 105% to 110% of the target Adjusted EBITDA to be more in-line with competitive practice. ◦Value of RSUs granted based on performance achievement: ▪Below 90% of target Adjusted EBITDA: No RSUs are granted with respect to the results of that business unit. ▪90% to 95% of target Adjusted EBITDA: RSUs representing 50% of target bonus value are granted with respect to the results of that business unit. ▪95% to 100% of target Adjusted EBITDA: RSUs representing 50% to 100% of target bonus value, interpolated on a straight-line basis between performance points, are granted with respect to the results of that business unit. ▪100% to 110% of target Adjusted EBITDA: RSUs representing 100% to 150% of target bonus value, interpolated on a straight-line basis between performance points, are granted with respect to the results of that business unit. ▪In determining grants for Messrs. Vitale, Mainer and Zadoks and Ms. Gray, interpolation is at the business unit level and reference to target bonus value means 25% of their total target bonus opportunity. Adjusted EBITDA continues to be the best metric for measuring performance achievement levels of our executive officers because it is directly linked to shareholder returns (as many investors value the Company based on an EBITDA multiple), and it is a clear, objective, straight-forward financial metric. Potential financial adjustments to Adjusted EBITDA include items such as transaction costs and integration costs, provision for legal settlements, non-cash stock-based compensation and other extraordinary items that the Company believes do not contribute to a meaningful evaluation of the Company’s performance. Any adjustments are consistent with our announced results. Target award opportunities: For each NEO, the following target bonuses (as a percentage of base salary) were in place for fiscal year 2023.

  22. Annual Bonus (Senior Management Bonus Program)

    | Name | Fiscal Year 2023 Target (% of Salary) | Change from Fiscal Year 2022 | | Robert V. Vitale | 150% | No change | | Matthew J. Mainer | 100% | Increased 50%(1) | | Jeff A. Zadoks | 110% | Increased 10%(1) | | Nicolas Catoggio | 100% | No change | | Diedre J. Gray | 100% | No change | | Mark W. Westphal | 100% | No change |

  23. Annual Bonus (Senior Management Bonus Program)

    (1) Mr. Mainer and Mr. Zadoks received increases commensurate with competitive market data for their new roles; Mr. Mainer was promoted to the role of Chief Financial Officer and Mr. Zadoks was promoted to the role of Chief Operating Officer. Target and Actual Fiscal Year 2023 performance: The Committee set the Adjusted EBITDA targets for each of our four wholly-owned business units at performance levels that it considered rigorous, aggressive and challenging, attainable only with strong performance and that took into account the relevant risks and opportunities. The targets for all of our four business units were set significantly or slightly above the prior year actual performance levels, with the exception of Weetabix, which is discussed below. Additionally, the Post Consumer Brands Adjusted EBITDA target for fiscal year 2023 was adjusted to include Pet Food, which the Company acquired in April 2023, for the portion of fiscal year 2023 that Pet Food was owned by the Company, and such adjusted target is reflected in the below table. In developing our fiscal year 2023 business plan and corresponding incentive plan performance metric targets, which were based on the business plan, specifically with respect to the Weetabix business unit, the Committee took into account that various macroeconomic headwinds were expected to be faced by Weetabix during the year. In particular, the Committee expected that significant commodity, labor and energy inflation in the U.K. would outpace Weetabix’s ability to increase product pricing that would take into account higher production costs, that selling, general and administrative expenses would increase (primarily due to wage inflation and increased information technology costs) and that the conversion rate between the U.S. dollar and the British pound sterling would remain unfavorable. Accordingly, the Committee set an Adjusted EBITDA target for Weetabix that was modestly reduced from its Adjusted EBITDA target for fiscal year 2022. Given the progress of our business results throughout the year, in May 2023 the Committee approved an increase in investment in our business to accelerate our marketing efforts in the total amount of $13 million across the Company. The Committee viewed this incremental investment as the best way to take maximum advantage of potential market opportunities, as well as being in the best interest of the Company and our shareholders. Ultimately, approximately $12 million of the accelerated marketing spending was utilized across the Company. As a result of the increased investment, the Committee correspondingly adjusted the targets for Adjusted EBITDA to take account of this decision, and those adjusted targets are reflected in the below table. The following table shows, for each business unit, the minimum, below target, target and maximum performance levels, the actual result and the resulting achievement percentage, as well as the weighted payout. For performance achievement between the below-target and target levels, and separately between the target and maximum performance levels, earned amounts are interpolated on a straight-line basis between points. (dollars and British pounds in millions)

  24. Annual Bonus (Senior Management Bonus Program)

    | Fiscal Year 2023 Adjusted EBITDA Goals / Achievement | 90% Minimum | 95% Below Target | 100% Target | 110% Maximum | Actual | Payout as a % of Target | | Post Consumer Brands (1) | $474.4 | $500.8 | $527.1 | $579.8 | $578.4 | 148.5% | | Foodservice (1) | $296.9 | $313.4 | $329.9 | $362.9 | $480.5 | 150.0% | | Refrigerated Retail (1) | $127.9 | $135.0 | $142.1 | $156.3 | $147.4 | 118.5% | | Weetabix (1)(2) | £94.5 | £99.8 | £105.0 | £115.5 | £89.9 | —% | | Weighted Average Payout % | | | | | | 104.0% |

  25. Annual Bonus (Senior Management Bonus Program)

    (1) See Annex B to this proxy statement for a reconciliation of actual segment Adjusted EBITDA to the most directly comparable GAAP measure. (2) Performance of the Weetabix business unit is measured in the British pound, the local currency of Weetabix. The actual segment Adjusted EBITDA of Weetabix, measured in the U.S. dollar, was $110.2 million. As described above, the Committee verifies achievement relative to the targets to determine the respective performance levels, and then calculates the weighted average of the performance level of each business unit to determine the total fiscal year 2023 annual incentive plan payout for each NEO. Based on the approved fiscal year 2023 performance results above, the Committee approved the bonus amounts set forth in the table below.

  26. Annual Bonus (Senior Management Bonus Program)

    | Approved Fiscal Year 2023 Actual Bonuses From the Senior Management Bonus Program | | | | | | Name | Fiscal Year 2023 Target Bonus (% of Salary) | Fiscal Year 2023 Actual Bonus Earned (% of Target) (1) | Fiscal Year 2023 Actual Bonus Earned (in Dollars) (1) | Fiscal Year 2023 Actual Bonus Earned (in RSUs Granted) (1)(2) | | Robert V. Vitale | 150% | 104% | $1,950,000 | 22,682 | | Matthew J. Mainer | 100% | 104% | $468,130 | 5,445 | | Jeff A. Zadoks | 110% | 104% | $800,800 | 9,315 | | Nicolas Catoggio | 100% | 150% | $1,050,000 | 12,214 | | Diedre J. Gray | 100% | 104% | $672,750 | 7,825 | | Mark W. Westphal | 100% | 150% | $931,500 | 10,835 |

  27. Annual Bonus (Senior Management Bonus Program)

    (1) For Mr. Vitale, Mr. Mainer, Mr. Zadoks and Ms. Gray, earned payout amounts were calculated using 25% weighting for each of our four wholly-owned business unit’s fiscal year 2023 Adjusted EBITDA performance. For Mr. Catoggio, the earned payout amount was based solely on Post Consumer Brands’ fiscal year 2023 Adjusted EBITDA performance. For Mr. Westphal, the earned payout amount was based solely on Foodservice’s fiscal year 2023 Adjusted EBITDA performance. (2) The number of RSUs granted to each NEO was determined by dividing such NEO’s actual bonus earned (in dollars) by our closing stock price on the day that the Committee approved the bonus amounts ($85.97). Post Consumer Brands fell just short of its maximum performance level, achieving 148.5% of its segment Adjusted EBITDA target. In light of Mr. Catoggio’s leadership of a newly-expanded business unit (due to the Company’s recent acquisition of Pet Food) and the otherwise strong performance of the pre-acquisition Post Consumer Brands business, the Committee exercised its reasonable discretion and determined to pay out a bonus to Mr. Catoggio at the 150% maximum performance level (an additional 123 RSUs), consistent with the payout at 150% to Post Consumer Brands salaried employees.

  28. Recognition Bonuses for Fiscal Year 2023 Extraordinary Performance

    Recognition Bonuses for Fiscal Year 2023 Extraordinary Performance As described above, in fiscal year 2023, the Company generated exceptional results. •Post’s overall performance for fiscal year 2023 far exceeded both internal and external expectations, driven by tremendous Foodservice results, significant price realization and supply chain improvements within our retail businesses and a strong start to our recently acquired Pet Food. Ultimately, we delivered $301.3 million of net earnings from continuing operations and $1.233 billion in Adjusted EBITDA, which was approximately $123 million in Adjusted EBITDA over the midpoint of our increased guidance range of $1.110 billion issued after our acquisition of Pet Food. See Annex B to this proxy statement for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. •Post’s leverage was reduced during fiscal year 2023 from 5.6x to 4.6x and our annual cash interest payments were reduced from approximately $320 million to approximately $300 million. •Post executed one significant acquisition in fiscal year 2023 and substantially negotiated a second complementary acquisition that closed in the first quarter of fiscal year 2024. •The Company paid out bonuses at the 150% maximum performance achievement level to nearly all salaried employees across the Company. Due to the Company’s extraordinary performance during fiscal year 2023, and in recognition of the superb efforts of the executive team in producing such results, the Committee decided to award Messrs. Vitale, Mainer and Zadoks and Ms. Gray special recognition bonuses, in the amounts reflected in the table below, which were paid in the form of RSU grants (rather than cash) after the conclusion of fiscal year 2023. The RSUs will vest on the first anniversary of the grant date.

  29. Recognition Bonuses for Fiscal Year 2023 Extraordinary Performance

    | Recognition Bonuses - Corporate NEOs | | | Name | Fiscal Year 2023 Recognition RSUs Granted(1) | | Robert V. Vitale | 10,032 | | Matthew J. Mainer | 2,408 | | Jeff A. Zadoks | 4,120 | | Diedre J. Gray | 3,461 |

  30. Recognition Bonuses for Fiscal Year 2023 Extraordinary Performance

    (1) The number of RSUs granted to each NEO was determined by dividing such NEO’s special bonus (in dollars) by our closing stock price on the day that the Committee approved the special bonus amounts ($85.97).

  31. Long-Term Incentives – Fiscal Year 2023 Grants

    Long-Term Incentives – Fiscal Year 2023 Grants The Committee believes in a balanced approach to long-term incentive compensation, with an emphasis on performance-based compensation opportunities and efficient share utilization. All NEOs except for Mr. Catoggio were compensated on the same LTI structure consisting of approximately 50% of value apportioned to each of PRSUs and RSUs. The Committee uses competitive market data from our annual total compensation study to assist with targeted long-term incentive value. In addition, the Committee considers individual performance, potential future contributions to our business, internal equity and management’s recommendations. PRSUs (all NEOs): PRSUs are earned based on our future achievement of three-year relative TSR goals for Post Holdings. The opportunity to earn shares is based on our three-year TSR ranking versus the Russell 3000 Packaged Foods & Meats companies (which consisted of 39 companies, including Post Holdings, as of October 1, 2022, the beginning of the three-year performance period). This component focuses our executives’ behaviors on long-term decision-making that enhances shareholder value. Further, comparing the Company’s performance against the TSR of the Russell 3000 Packaged Foods & Meats companies rewards our NEOs for driving performance greater than or equal to our peers, as the companies in the peer group are all generally subject to the same market factors as the Company. 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 2023 PRSU grants, consistent with fiscal year 2022, shares as a percentage of target may be earned on a sliding scale as follows:

  32. Long-Term Incentives – Fiscal Year 2023 Grants

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

  33. Long-Term Incentives – Fiscal Year 2023 Grants

    Consistent with our 2022 PRSU structure, the following bullets summarize the fiscal year 2023 PRSU structure: •Performance period: October 1, 2022 through September 30, 2025. •Performance requirements and payout opportunities: Please refer to the chart above. •Peer group: Russell 3000 Packaged Foods & Meats companies; acquired companies are removed from the rankings; bankruptcies are dropped to the bottom ranking. •Beginning and ending values: Based on the average of the 250 trading days immediately prior to and including the first/last day of the performance period to mitigate any short-term swings in stock price on either end. •Dividends: Re-invested on the ex-dividend date. •Negative three-year TSR: If Post has a negative three-year TSR, then payout is capped at 100% of target, regardless of ranking. •Vesting: The number of PRSUs awarded in accordance with the sliding scale vesting table set forth above will vest following the end of the three-year performance period. No PRSUs will vest during the performance 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). RSUs: The value of RSUs provides a base level of retention value as well as incentive for increasing shareholder value. Our standard RSUs granted in fiscal year 2023 to our NEOs vest one-third per year on the first, second and third anniversaries of the grant date. Mr. Catoggio also received a special RSU grant on November 15, 2022, with no vesting until the fourth anniversary of the grant date, strengthening our retention of his leadership services as the President and CEO of Post Consumer Brands through November 15, 2026. His employment commenced on September 13, 2021 and this special RSU grant was awarded to him to replace compensation he forfeited at his prior employment and to retain a strong leader for one of our largest business units.

  34. Long-Term Incentives – Fiscal Year 2021 PRSU Achievement – October 1, 2020 through September 30, 2023

    Long-Term Incentives – Fiscal Year 2021 PRSU Achievement – October 1, 2020 through September 30, 2023 The fiscal year 2021 PRSU grants measured our TSR ranking versus the Russell 3000 Packaged Foods & Meats companies for the period of October 1, 2020 through September 30, 2023. The companies in the Russell 3000 Packaged Foods & Meats group were established and closed at the start of the performance period. During the performance period, bankruptcies dropped to the bottom ranking and acquisitions were removed from the group. Subject to the adjustments made in connection with the BellRing Spin-off described in the next section, the beginning and ending share price values were based on the average of the 250 trading days immediately prior to and including the first/last day of the performance period to mitigate any short-term stock price swings on either end. The fiscal year 2021 PRSU grants had a performance/payout scale of 85th percentile ranking (260% of target payout), 75th percentile ranking (200% of target payout), 50th percentile ranking (100% of target payout) and 25th percentile ranking (50% of target payout). Performance between points was interpolated on a straight-line basis. Performance below the 25th percentile ranking would have resulted in a 0% of target payout. Our three-year TSR ranking for the period of October 1, 2020 through September 30, 2023 was at the 76th percentile, resulting in an approved payout of 206% of the target number of PRSUs. Each PRSU earned was settled with a share of the Company’s common stock on October 24, 2023, after the end of fiscal year 2023.

  35. Adjustments to Equity Awards Due to the BellRing Spin-Off

    Adjustments to Equity Awards Due to the BellRing Spin-Off As discussed above in Executive Summary – Spin-off of BellRing, midway through fiscal year 2022, we spun off 80.1% of our ownership interest in BellRing. In order to maintain the intrinsic value of outstanding equity awards granted before the completion of the BellRing Spin-off, we used an equity adjustment ratio (the “Equity Adjustment Ratio”) to adjust each outstanding equity award, generally resulting in an increase in the number of underlying shares of Post common stock to reflect the decrease in the value of a share of Post common stock as a result of the BellRing Spin-off. The Equity Adjustment Ratio was 1.482821362, calculated as follows: 1.482821362 = Average of the VWAP for 5 trading days prior to and including the date of the BellRing Spin-off Average of the VWAP for 5 trading days immediately after the date of the BellRing Spin-off where: VWAP = the volume-weighted average price of a share of Post common stock Outstanding equity awards granted before the completion of the BellRing Spin-off were adjusted as follows:

  36. Adjustments to Equity Awards Due to the BellRing Spin-Off

    | Adjustments to Outstanding Equity Awards in Connection with the BellRing Spin-off | | | Type of Award | Description of Adjustment | | TSR PRSUs (other than Fiscal Year 2020 PRSU Grants) | Adjusted number of PRSUs = original number of PRSUs x Equity Adjustment Ratio For purposes of the calculation of TSR for the relative TSR percentile rank, the BellRing Spin-off was treated as a dividend, with the value of the dividend calculated as follows: Dividend = closing price of a share of BellRing common stock on its first day of trading after the BellRing Spin-off + $2.97 (amount of cash consideration received in respect of a share of BellRing common stock by BellRing stockholders as part of the BellRing Spin-off) | | PRSUs with 3-Year Adjusted EBITDA Goals (Fiscal Year 2022) | Adjusted number of PRSUs = original number of PRSUs x Equity Adjustment Ratio | | RSUs | Adjusted number of RSUs = original number of RSUs x Equity Adjustment Ratio | | Stock Options | Adjusted number of shares subject to the stock option = original number of shares subject to the stock option x Equity Adjustment Ratio Adjusted stock option exercise price = original exercise price Equity Adjustment Ratio | | SARs | Adjusted number of shares subject to the SAR= original number of shares subject to the SAR x Equity Adjustment Ratio Adjusted SAR exercise price = original exercise price Equity Adjustment Ratio |

  37. Adjustments to Equity Awards Due to the BellRing Spin-Off

    The fiscal year 2020 PRSU grants were treated in a different manner than the fiscal year 2021 and fiscal year 2022 PRSU grants. As the BellRing Spin-off altered our portfolio as it had existed when the 2020 PRSUs were granted, and in light of the BellRing Spin-off closing midway through the third year of the largely completed three-year performance period, the Committee determined, consistent with the original intent of the 2020 PRSU grants, to have the relative TSR percentile rank performance period run only through the date of the BellRing Spin-off of March 10, 2022, and to convert the awards at the time of the BellRing Spin-off to time-based RSUs based on performance through such date (with the ending stock price determined based on the average of the closing sales prices for a share of common stock of the applicable company for the 250 trading days immediately preceding and including the date of the BellRing Spin-off). Based on the Company’s actual relative TSR percentile rank through the BellRing Spin-off date at the 33rd percentile, the Committee determined that the PRSU vesting percentage was 66% of the target number of PRSUs. The Committee applied this percentage to the number of PRSUs granted to determine a number of time-vested RSUs earned by each participant. The number of earned RSUs was then adjusted as set forth in the table immediately above. To adhere to the original intent of promoting retention as much as possible, the earned, converted RSUs had a requirement comparable to the requirement for the original fiscal year 2020 PRSU grant that the participant remain employed through October 15, 2022 in order for the award to vest.

  38. Compensation Risk Assessment

    Compensation Risk Assessment The Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on the Company. The following features of our programs mitigate this risk: •the Committee retains an independent compensation consultant to assist with annual compensation decisions; •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; •the Senior Management Bonus Program caps potential payouts at 150% of the target opportunity and the TSR PRSU grants cap potential payouts at 260% of the target opportunity to mitigate potential windfalls; •we utilize a mix of cash and equity incentive programs, and all long-term incentive equity awards granted to our named executive officers are subject to multi-year vesting; •we utilize a portfolio of equity award types; •we utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards our shareholders’ best interests in light of potential employment uncertainty; •executives are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and •incentive clawback policies that, depending on when the compensation was received, require or permit the Company to recoup compensation paid on the basis of financial results that are subsequently restated.

  39. Change in Control and Involuntary Termination Treatment

    Change in Control and Involuntary Termination Treatment

  40. Management Continuity Agreements

    Management Continuity Agreements Each member of our senior management, including the NEOs whose compensation is discussed herein, has entered into a Management Continuity Agreement and/or is a participant in our Executive Severance Plan described below. The Management Continuity Agreements are intended to promote stability and continuity of senior management in the event of an actual or anticipated change in control of the Company. The Board of Directors authorized these agreements in recognition of the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. Our Board of Directors is of the opinion that a properly designed change in control agreement protects shareholder interests by providing (i) incentives to remain with the Company despite uncertainties while a transaction is under consideration or pending and (ii) assurance of severance benefits for terminated employees. Under the Management Continuity Agreements, in the event of an involuntary termination in association with a change in control, a NEO who has executed a Management Continuity Agreement may receive (i) a lump sum severance payment equal to the present value of three years of base salary plus the present value of the greater of three years of (A) the NEO’s target bonus for the year in which termination occurred and (B) the NEO’s last annual bonus preceding the termination or change in control (whichever is greater), (ii) a lump sum payout equal to the actuarial value of continued participation in certain welfare benefit plans or equivalent benefits, (iii) outplacement assistance and (iv) reimbursement for certain litigation expenses.

  41. Executive Severance Plan

    Executive Severance Plan Our Executive Severance Plan generally provides the following benefits in the event of a termination of employment by us without cause or by the executive for good reason, where the severance was not in association with a change in control of the Company: •a lump sum payment of two times the executive’s annual base salary and target bonus amount, plus $20,000; •a prorated portion of the applicable annual bonus program target award, prorated for the year of termination, provided that performance goals are achieved and only to the extent that the payment of such pro-rata bonus would not cause adverse tax consequences under Code Section 409A; •for any equity award granted under any Post Holdings, Inc. Long-Term Incentive Plan with a time-based vesting schedule that is not pro rata, or with a vesting schedule that is ratable in whole or in part but does not provide for any vesting on or before the first anniversary of the date of grant of the equity award, vesting of the equity award as if there was a three-year pro rata vesting schedule with vesting occurring on the first, second and third anniversaries of the date of grant (to the extent the equity award had not already vested or would not under the terms of the applicable equity plan vest at a greater percentage); •for any unvested PRSU outstanding with a three-year performance period, at a minimum, vesting of the equity award as follows (if it would not, in the Committee’s determination, cause adverse tax consequences under Section 409A of the Code and only if the award would not vest at a greater percentage or amount under the existing terms of the applicable award agreement): (i) before the first anniversary of the date of grant, one-third of the target award will vest; (ii) after the first anniversary and on or before the second anniversary of the date of grant, two-thirds of the target award will vest; and (iii) after the second anniversary of the date of grant and before the original default vesting date of the award, the target award will fully vest; •up to twelve weeks of COBRA subsidy at active employee rates upon timely election of COBRA; and •outplacement services. The Executive Severance Plan also provides severance benefits in the event of an involuntary termination in association with a change in control of the Company to participating senior management employees who have not executed a Management Continuity Agreement. These benefits are similar to those benefits provided for under the Management Continuity Agreements. See Potential Payments Upon Termination of Employment or Change in Control on page 48 for further information. We believe that the Management Continuity Agreements and the Executive Severance Plan are fair to the executives and to our shareholders and, because the severance benefits are agreed to before a possible termination, they avoid the need for protracted negotiations at the termination date.

  42. Equity Compensation

    Equity Compensation Generally, if a NEO ceases to be employed by the Company in the event of an involuntary termination in association with a change in control, each equity award held by such NEO vests in part or in full. With some exceptions noted immediately below and elsewhere in this proxy statement, if a NEO’s employment terminates other than due to death or disability outside of the context of a change in control, each unvested equity award held by such NEO is forfeited. See Potential Payments Upon Termination of Employment or Change in Control on page 48 for further information. The RSUs granted to the NEOs in fulfillment of earned bonus amounts for fiscal year 2023 under the Senior Management Bonus Program, as well as time-based RSUs with three-year ratable vesting schedules granted to the NEOs in November 2022, provide for vesting upon Retirement (generally defined as a participant, after providing one month’s prior written notice and executing a non-compete agreement, voluntarily leaving the employment of the Company or its subsidiary, after reaching either age 65 with 5 or more years of service or age 55 with 10 or more years of service). The RSUs granted to the NEOs in fulfillment of earned bonus amounts for fiscal year 2023 also provide for vesting upon involuntary termination by the Company without cause. The TSR PRSU awards granted to the NEOs in November 2022 provide that if the NEO Retires during the performance period, he or she will continue to be eligible to receive shares under the award if the performance criteria is met.

  43. Summary Compensation Table

    Summary Compensation Table The following table shows information about the compensation of our Chief Executive Officer, our current Chief Financial Officer, our former Chief Financial Officer and the three most highly compensated executive officers who were serving as executive officers at September 30, 2023:

  44. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Robert V. Vitale(1) | 2023 | 1,245,667 | — | 16,008,243 | — | — | — | 105,886 | 17,359,796 | | President & CEO | 2022 | 1,224,000 | — | 14,130,824 | — | — | — | 120,594 | 15,475,418 | | | 2021 | 1,224,000 | — | 12,994,790 | — | — | — | 69,701 | 14,288,491 | | Matthew J. Mainer(2) | 2023 | 431,511 | — | 2,213,276 | — | — | — | 39,479 | 2,684,266 | | SVP, CFO & Treasurer | | | | | | | | | | | Jeff A. Zadoks(1)(2) | 2023 | 687,500 | — | 5,672,552 | — | — | — | 44,696 | 6,404,748 | | EVP & COO | 2022 | 622,833 | — | 4,494,571 | — | — | — | 28,345 | 5,145,749 | | | 2021 | 612,000 | — | 7,527,272 | — | — | — | 23,350 | 8,162,622 | | Nicolas Catoggio | 2023 | 691,667 | — | 5,884,725 | — | — | — | 55,756 | 6,632,148 | | President & CEO, | 2022 | 645,833 | — | 2,159,643 | — | — | — | 59,940 | 2,865,416 | | Post Consumer Brands | | | | | | | | | | | Diedre J. Gray | 2023 | 643,229 | — | 5,314,699 | — | — | — | 43,762 | 6,001,690 | | EVP, General Counsel & Chief | 2022 | 620,833 | — | 4,292,601 | — | — | — | 62,278 | 4,975,712 | | Administrative Officer, Secretary | 2021 | 600,000 | — | 7,078,443 | — | — | — | 52,602 | 7,731,045 | | Mark W. Westphal | 2023 | 617,123 | — | 4,928,757 | — | — | — | 20,858 | 5,566,738 | | President, Foodservice | 2022 | 600,000 | — | 4,275,940 | — | — | — | 19,241 | 4,895,181 | | | 2021 | 600,000 | — | 3,303,662 | — | — | — | 18,341 | 3,922,003 |

  45. Summary Compensation Table

    _________ (1)On November 2, 2023, in connection with Mr. Vitale’s medical leave of absence, Mr. Zadoks was appointed Interim President and Chief Executive Officer. (2)Effective December 1, 2022, Mr. Mainer transitioned from Senior Vice President and Treasurer to Senior Vice President, Chief Financial Officer and Treasurer. Effective December 1, 2022, Mr. Zadoks transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Operating Officer. (3)The amounts relate to awards of RSUs and PRSUs granted for the fiscal year. The awards reflect the aggregate grant date fair values computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, and do not correspond to the actual values that will be realized by the NEOs. See Notes 2 and 19 to the Company’s fiscal year 2023 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the accounting policy and determination of these amounts under FASB ASC Topic 718. The values of PRSUs assume target performance over the performance periods and are consistent with the estimate of aggregate compensation cost to be recognized over the performance periods determined as of the applicable grant date under FASB ASC Topic 718. For Mr. Vitale, in fiscal year 2023, this amount includes three RSU awards and a PRSU award, in fiscal year 2022, this amount includes two RSU awards and a PRSU award, and in fiscal year 2021, this amount includes a RSU award and a PRSU award. For Mr. Mainer, in fiscal year 2023, this amount includes three RSU awards and a PRSU award. For Mr. Zadoks and Ms. Gray, in fiscal year 2023, this amount includes three RSU awards and a PRSU award, in fiscal year 2022, this amount includes two RSU awards and a PRSU award, and in fiscal year 2021, this amount includes two RSU awards and two PRSU awards. For Mr. Catoggio, in fiscal year 2023, this amount includes three RSU awards and a PRSU award, and in fiscal year 2022, this amount includes two RSU awards and two PRSU awards. For Mr. Westphal, in fiscal years 2023 and 2022, this amount includes two RSU awards and a PRSU award, and in fiscal year 2021, this amount includes a RSU award and a PRSU award. For each of the NEOs, one RSU award in fiscal year 2023 represents the bonus earned by such NEO under our Senior Management Bonus Program for fiscal year 2023 performance, which was settled in the form of a RSU award on November 14, 2023, after the end of fiscal year 2023. For additional information about these bonus awards, see Compensation Discussion and Analysis – 2023 Compensation Elements – Annual Bonus (Senior Management Bonus Program) on page 32. For Messrs. Vitale, Mainer and Zadoks and Ms. Gray, one RSU award in fiscal year 2023 represents the recognition bonus earned by such NEO for extraordinary performance in fiscal year 2023, which was settled in the form of a RSU award on November 14, 2023, after the end of fiscal year 2023. For additional information about these recognition bonus awards, see Compensation Discussion and Analysis – 2023 Compensation Elements – Recognition Bonuses for Fiscal Year 2023 Extraordinary Performance on page 35. For Messrs. Vitale, Zadoks, Catoggio and Westphal and Ms. Gray, one RSU award in fiscal year 2022 represents the bonus earned by such NEO under our Senior Management Bonus Program for fiscal year 2022 performance, which was settled in the form of a RSU award on November 15, 2022, after the end of fiscal year 2022. For Messrs. Vitale, Zadoks and Westphal and Ms. Gray, in fiscal year 2022, this amount also includes the incremental fair value of the conversion of such NEO’s fiscal year 2020 PRSU grant to time-based RSUs in connection with the BellRing Spin-off, as computed in accordance with FASB ASC Topic 718. The amount attributable to such incremental fair value for each such NEO is as follows: Mr. Vitale, $344,542; Mr. Zadoks, $97,671; Mr. Westphal, $83,945 and Ms. Gray, $85,774. For additional information about the effect of the BellRing Spin-off on fiscal year 2020 PRSUs, see Compensation Discussion and Analysis – Adjustments to Equity Awards Due to the BellRing Spin-Off on page 37. The following table reflects the value at grant date of the fiscal years 2023, 2022 and 2021 PRSU awards vesting at minimum, threshold, target, above-target and maximum performance level vesting percentages. For Mr. Catoggio’s fiscal year 2022 PRSU award based on Post Consumer Brands’ cumulative Adjusted EBITDA (reflected in the third row of his PRSU awards below), the above-target performance level was not included and the vesting percentage of PRSUs for achievement of the maximum performance level was set at 200%, instead of 260% like all other PRSU awards reflected in the table.

  46. Summary Compensation Table

    | GRANT DATE VALUE OF PRSUS | | | | | | | | | Fiscal Year | At Minimum 0% ($) | At Threshold 50% ($) | At Target 100% ($) | At Above-Target 200% ($) | At Maximum 200% or 260% ($) | | Robert V. Vitale | 2023 | — | 4,219,991 | 8,439,983 | 16,879,966 | 21,943,955 | | | 2022 | — | 3,644,940 | 7,289,880 | 14,579,760 | 18,953,688 | | | 2021 | — | 3,913,982 | 7,827,964 | 15,655,929 | 20,352,707 | | Matthew J. Mainer | 2023 | — | 491,898 | 983,796 | 1,967,592 | 2,557,870 | | Jeff A. Zadoks | 2023 | — | 1,444,700 | 2,889,400 | 5,778,799 | 7,512,439 | | | 2022 | — | 1,151,055 | 2,302,110 | 4,604,221 | 5,985,487 | | | 2021 | — | 2,267,186 | 4,534,372 | 9,068,745 | 11,789,368 | | Nicolas Catoggio | 2023 | — | 1,207,617 | 2,415,235 | 4,830,469 | 6,279,610 | | | 2022 | — | 676,201 | 1,352,402 | 2,704,804 | 3,516,245 | | | 2022 | — | 218,198 | 436,395 | — | 872,790 | | Diedre J. Gray | 2023 | — | 1,389,342 | 2,778,684 | 5,557,368 | 7,224,578 | | | 2022 | — | 1,093,457 | 2,186,915 | 4,373,830 | 5,685,979 | | | 2021 | — | 2,132,000 | 4,264,001 | 8,528,001 | 11,086,402 | | Mark W. Westphal | 2023 | — | 1,278,318 | 2,556,636 | 5,113,272 | 6,647,254 | | | 2022 | — | 997,570 | 1,995,141 | 3,990,281 | 5,187,366 | | | 2021 | — | 995,050 | 1,990,101 | 3,980,202 | 5,174,262 |

  47. Summary Compensation Table

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

  48. Summary Compensation Table

    | Name | Year | Matching Contributions ($) | Life Insurance Premiums ($) | Personal Use of Aircraft ($) (a) | Tax Gross-Ups ($) (b) | Miscellaneous ($) | Total ($) | | Robert V. Vitale | 2023 | 19,800 | 1,058 | 62,598 | 22,430 | — | 105,886 | | | 2022 | 18,300 | 941 | 81,980 | 19,373 | — | 120,594 | | | 2021 | 17,400 | 941 | 33,992 | 17,368 | — | 69,701 | | Matthew J. Mainer | 2023 | 22,870 | 1,058 | 9,859 | 5,692 | — | 39,479 | | Jeff A. Zadoks | 2023 | 19,800 | 1,058 | 14,266 | 9,572 | — | 44,696 | | | 2022 | 18,300 | 941 | 7,420 | 1,684 | — | 28,345 | | | 2021 | 17,400 | 941 | 3,996 | 1,013 | — | 23,350 | | Nicolas Catoggio | 2023 | 19,292 | 1,058 | 28,137 | 7,269 | — | 55,756 | | | 2022 | — | 941 | 43,747 | 15,252 | — | 59,940 | | Diedre J. Gray | 2023 | 19,800 | 1,058 | 14,919 | 7,985 | — | 43,762 | | | 2022 | 18,300 | 941 | 36,386 | 6,651 | — | 62,278 | | | 2021 | 17,400 | 941 | 19,291 | 14,970 | — | 52,602 | | Mark W. Westphal | 2023 | 19,800 | 1,058 | — | — | — | 20,858 | | | 2022 | 18,300 | 941 | — | — | — | 19,241 | | | 2021 | 17,400 | 941 | — | — | — | 18,341 |

  49. Summary Compensation Table

    _________ (a)Amounts are based on the aggregate incremental cost to us of the NEO’s use of aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning aircraft, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of NEOs occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use. (b)Executive officers may use aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use.

  50. Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2023

    Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2023 The following table provides, for each of the NEOs, information concerning grants of equity awards made during fiscal year 2023. Awards of RSUs and PRSUs were made under the Post Holdings, Inc. 2021 Long-Term Incentive Plan. The following table does not reflect the bonuses earned by the NEOs under our Senior Management Bonus Program for fiscal year 2023 performance, which were settled in the form of RSU awards after the end of fiscal year 2023 and are reflected in the Summary Compensation Table under “Stock Awards.” See Compensation Discussion and Analysis for further information about the awards listed below and the RSU awards granted to the NEOs under our Senior Management Bonus Program for fiscal year 2023 performance.

  51. Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2023

    | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Type | Grant Date | Threshold (#) | Target (#) | Above-Target (#) | Maximum (#) | | | | Robert V. Vitale | PRSUs | 11/15/2022 | 27,367 | 54,734 | 109,468 | 142,308 | | 8,439,983 | | | RSUs | 11/15/2022 | | | | | 54,734 | 4,755,837 | | Matthew J. Mainer | PRSUs | 11/15/2022 | 3,190 | 6,380 | 12,760 | 16,588 | | 983,796 | | | RSUs | 11/15/2022 | | | | | 6,380 | 554,358 | | Jeff A. Zadoks | PRSUs | 11/15/2022 | 9,369 | 18,738 | 37,476 | 48,719 | | 2,889,400 | | | RSUs | 11/15/2022 | | | | | 18,738 | 1,628,145 | | Nicolas Catoggio | PRSUs | 11/15/2022 | 7,832 | 15,663 | 31,326 | 40,724 | | 2,415,235 | | | RSUs | 11/15/2022 | | | | | 16,243 | 1,411,354 | | | RSUs | 11/15/2022 | | | | | 11,602 | 1,008,098 | | Diedre J. Gray | PRSUs | 11/15/2022 | 9,010 | 18,020 | 36,040 | 46,852 | | 2,778,684 | | | RSUs | 11/15/2022 | | | | | 18,020 | 1,565,758 | | Mark W. Westphal | PRSUs | 11/15/2022 | 8,290 | 16,580 | 33,160 | 43,108 | | 2,556,636 | | | RSUs | 11/15/2022 | | | | | 16,580 | 1,440,636 |

  52. Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2023

    _________ (1)These columns consist of the threshold, target, above-target and maximum number of PRSUs granted in fiscal year 2023 that will vest based on the Company’s total shareholder return over a three-year performance period ending September 30, 2025. The actual earned award may range from 0% to 260% based on performance. The “Threshold” column represents the number of units that will vest at a 50% vesting percentage. The “Target” column represents the number of units that will vest if the specified performance targets are achieved. The “Above-Target” column represents the number of units that will vest at a 200% vesting percentage. The “Maximum” column represents the maximum number of units that will vest. Any awards earned will vest after the end of the performance period, but no later than December 31, 2025. (2)This column contains the number of RSUs granted in fiscal year 2023. (3)This column represents (a) the grant date fair value of RSUs, which was calculated in accordance with FASB ASC Topic 718 based on the closing market price per share of Post’s common stock on the date of grant ($86.89 per share for awards granted on November 15, 2022), and (b) the grant date fair value of PRSUs, which was calculated assuming 100% attainment of target with a fair value of $154.20 per share and in accordance with FASB ASC Topic 718.

  53. Outstanding Equity Awards at September 30, 2023

    Outstanding Equity Awards at September 30, 2023 The following table sets forth information on exercisable and unexercisable options and unvested RSU and PRSU awards held by the NEOs on September 30, 2023. The numbers contained in the following table reflect the equity award adjustments made in connection with the BellRing Spin-off. For additional information about the effect of the BellRing Spin-off on equity awards, see Compensation Discussion and Analysis — Adjustments to Equity Awards Due to the BellRing Spin-off on page 37.

  54. Outstanding Equity Awards at September 30, 2023

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (25) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (25) | | | Robert V. Vitale | 57,079(1) | — | 33.37 | | 02/27/2025 | 25,358(6) | 2,174,195 | 197,792(21) | 16,958,720 | | | | 284,701(2) | — | 48.10 | | 11/14/2026 | 44,041(7) | 3,776,075 | 171,759(22) | 14,726,582 | | | | 107,396(3) | — | 54.06 | | 11/13/2027 | 20,232(8) | 1,734,692 | 109,468(23) | 9,385,786 | | | | | | | | | 54,734(9) | 4,692,893 | | | | | Matthew J. Mainer | — | — | | — | — | 695(10) | 59,589 | 6,326(22) | | 542,374 | | | | | | | | 2,820(11) | 241,787 | 12,760(23) | | 1,094,042 | | | | | | | | 940(12) | 80,596 | | | | | | | | | | | 9,272(13) | 794,981 | | | | | | | | | | | 1,622(13) | 139,070 | | | | | | | | | | | 1,825(14) | 156,476 | | | | | | | | | | | 1,748(15) | 149,874 | | | | | | | | | | | 6,380(9) | 547,021 | | | | | Jeff A. Zadoks | 28,969(4) | — | | 62.10 | 11/13/2028 | 5,930(16) | 508,438 | 58,165(21) | | 4,987,033 | | | | | | | | 7,457(6) | 639,363 | 56,407(21) | | 4,836,336 | | | | | | | | 21,695(17) | 1,860,129 | 54,239(22) | | 4,650,418 | | | | | | | | 13,908(7) | 1,192,472 | 37,476(23) | | 3,213,192 | | | | | | | | 6,887(8) | 590,491 | | | | | | | | | | | 18,738(9) | 1,606,596 | | | | | Nicolas Catoggio | — | — | | — | — | 4,039(18) | 346,304 | 31,863(22) | | 2,731,934 | | | | | | | | 13,846(19) | 1,187,156 | 6,084(24) | | 521,642 | | | | | | | | 58(7) | 4,973 | 31,326(23) | | 2,685,891 | | | | | | | | 4,197(8) | 359,851 | | | | | | | | | | | 16,243(9) | 1,392,675 | | | | | | | | | | | 11,602(20) | 994,755 | | | | | Diedre J. Gray | 15,157(4) | — | | 62.10 | 11/13/2028 | 4,745(16) | 406,836 | 51,332(21) | | 4,401,189 | | | | | | | | 6,582(6) | 564,341 | 56,407(21) | | 4,836,336 | | | | | | | | 21,695(17) | 1,860,129 | 51,524(22) | | 4,417,685 | | | | | | | | 13,212(7) | 1,132,797 | 36,040(23) | | 3,090,070 | | | | | | | | 6,887(8) | 590,491 | | | | | | | | | | | 18,020(9) | 1,545,035 | | | | | Mark W. Westphal | 30,409(5) | — | | 53.63 | 12/01/2027 | 6,447(6) | 552,766 | 50,284(21) | | 4,311,350 | | | 34,306(4) | — | | 62.10 | 11/13/2028 | 12,054(7) | 1,033,510 | 47,008(22) | | 4,030,466 | | | | | | | | 10,358(8) | 888,095 | 33,160(23) | | 2,843,138 | | | | | | | | 16,580(9) | 1,421,569 | | | |

  55. Outstanding Equity Awards at September 30, 2023

    _________ (1)Non-qualified stock options; exercisable in equal installments on February 27, 2016, 2017 and 2018. (2)Non-qualified stock options; exercisable in equal installments on November 14, 2017, 2018 and 2019. (3)Non-qualified stock options; exercisable in equal installments on November 13, 2018, 2019 and 2020. (4)Non-qualified stock options; exercisable in equal installments on November 13, 2019, 2020 and 2021. (5)Non-qualified stock options; exercisable in equal installments on December 1, 2018, 2019 and 2020. (6)RSUs; restrictions lapse in equal installments on November 17, 2021, 2022 and 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (7)RSUs; restrictions lapse in equal installments on November 16, 2022, 2023 and 2024. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (8)RSUs; restrictions lapse in one installment on November 15, 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (9)RSUs; restrictions lapse in equal installments on November 15, 2023, 2024 and 2025. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (10)RSUs; restrictions lapse in equal installments on November 20, 2020, 2021, 2022 and 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (11)RSUs; restrictions lapse in equal installments on November 20, 2021, 2022, 2023 and 2024. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (12)RSUs; restrictions lapse in equal installments on November 20, 2021, 2022 and 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (13)RSUs; restrictions lapse in equal installments on December 1, 2022, 2023 and 2024. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (14)RSUs; restrictions lapse in equal installments on December 1, 2022, 2023, 2024 and 2025. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (15)RSUs; restrictions lapse in equal installments on December 1, 2022 and 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (16)RSUs; restrictions lapse in equal installments on June 17, 2020, 2021, 2022, 2023 and 2024. Each RSU will be paid out in cash equal to the greater of $34.68 (adjusted from the grant date price of $51.43 in connection with the BellRing Spin-off) or the fair market value of one share of the Company’s common stock on the applicable vesting date and paid within 60 days of the applicable vesting date. (17)RSUs; restrictions lapse in one installment on November 17, 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (18)RSUs; restrictions lapse in equal installments on September 13, 2022, 2023 and 2024. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (19)RSUs; restrictions lapse in one installment on September 13, 2025. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (20)RSUs; restrictions lapse in one installment on November 15, 2026. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (21)PRSUs; vest in one installment after September 30, 2023, but no later than December 31, 2023. The PRSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. Amount shown reflects the maximum number of units under the award as if such award vested at 260% of target. As a result of the Company’s performance during the period from October 1, 2020 through September 30, 2023, 206% of the target amount of these PRSUs vested for each of Messrs. Vitale (156,712 PRSUs), Westphal (39,840 PRSUs) and Zadoks (46,084 PRSUs and 44,692 PRSUs, respectively) and Ms. Gray (40,671 PRSUs and 44,692 PRSUs, respectively) on October 24, 2023. For additional information, see Compensation Discussion and Analysis - 2023 Compensation Elements - Long-Term Incentives - Fiscal Year 2021 PRSU Achievement - October 1, 2020 through September 30, 2023. (22)PRSUs; vest in one installment after September 30, 2024, but no later than December 31, 2024. The PRSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. Amount shown reflects the maximum number of units under the award as if such award vested at 260% of target. (23)PRSUs; vest in one installment after September 30, 2025, but no later than December 31, 2025. The PRSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. Amount shown reflects the above-target number of units under the award as if such award vested at 200% of target. (24)PRSUs; vest in one installment after September 30, 2024, but no later than December 31, 2024. The PRSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. Amount shown reflects the target number of units under the award as if such award vested at 100% of target. (25)Based on our closing stock price of $85.74 on September 29, 2023.

  56. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  57. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We maintain non-qualified deferred compensation plans for key employees, the Deferred Compensation Plan for Key Employees and the Executive Savings Investment Plan. Participation in the Deferred Compensation Plan for Key Employees and the Executive Savings Investment Plan is limited to a select group of management or highly-compensated employees. All of our NEOs were eligible to participate in these plans in fiscal year 2023. Under the Deferred Compensation Plan for Key Employees, eligible employees may elect to defer payment of all or a portion of their eligible annual bonuses until some later date. The Corporate Governance and Compensation Committee that administers the plan may determine that matching discretionary contributions may be made for a particular fiscal year, and if made such contributions will vest five years after such contribution is made, generally subject to acceleration in the event of disability or separation from service by reason of death or involuntary termination without cause, and under certain circumstances subject to acceleration in the event of retirement or change in control of the Company. Absent such determination, no matching discretionary contribution is made. No discretionary contributions under this plan were made for our NEOs in fiscal year 2023. The Deferred Compensation Plan for Key Employees was amended effective October 1, 2019, with respect to bonus deferrals for fiscal year 2020 and beyond, to provide that a participant’s deferral election applies only to that portion of the annual bonus which would otherwise be paid in cash. The Executive Savings Investment Plan allows eligible employees to defer a portion of their salaries to be paid at a future date. In addition, the Company has the ability to provide a discretionary employer contribution at the times and in the amounts designated by the Company, which vest at 25% for each year of service. Eligible employees may defer between 1% and 75% of their base salaries. Under both plans, participants may select specified dates in the future upon which their deferrals will be distributed, in addition to selecting distribution at separation from service. Payments also may be made in the event of a change in control of the Company (depending upon the date of deferral or contribution, either as a result of a participant election, or because the plans require it). Payments may be made in lump sum, in five annual installments or in ten annual installments. Both of the plans offer measurement investment funds that participants may choose for purposes of crediting or debiting hypothetical investment gains and losses to their accounts. The hypothetical investments offered are Post common stock equivalents and a number of funds operated by Vanguard with a variety of investment strategies and objectives. Discretionary employer contributions made to the accounts of participants in the Executive Savings Investment Plan are deemed to be hypothetically invested in the applicable target date retirement fund operated by Vanguard and participants may subsequently change their hypothetical investments. Participants may move their account balances between the various hypothetical investment options at the close of each business day, subject to these exceptions: (1) deferrals into Post common stock equivalents in the plans are not transferable to any other investment option except under limited circumstances and (2) deferrals into the Vanguard investment options cannot be transferred into the Post common stock equivalents option. Income taxes on the amounts deferred and any investment gains are deferred until distribution. Under both plans, distributions of deferrals hypothetically invested in common stock equivalents are generally made in shares of our common stock, while deferrals hypothetically invested in the Vanguard funds are made in cash. The following table provides additional information with respect to the participation of our NEOs in our non-qualified deferred compensation plans through September 30, 2023.

  58. Non-Qualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last FY ($) (1) | Registrant Contributions in Last FY ($) (2) | Aggregate Earnings in Last FY ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (4) | | Robert V. Vitale | Executive Savings Investment Plan | — | — | 167,496 | — | 1,537,262 | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Matthew J. Mainer | Executive Savings Investment Plan | 46,530 | — | 37,121 | — | 246,300 | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Jeff A. Zadoks | Executive Savings Investment Plan | 26,458 | — | 63,296 | — | 599,132 | | | Deferred Compensation Plan for Key Employees | — | — | 7,355 | — | 68,235 | | Nicolas Catoggio | Executive Savings Investment Plan | — | — | — | — | — | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Diedre J. Gray | Executive Savings Investment Plan | 37,461 | — | 88,697 | — | 615,368 | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Mark W. Westphal | Executive Savings Investment Plan | — | — | 10,541 | — | 90,766 | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — |

  59. Non-Qualified Deferred Compensation

    _________ (1)These amounts reflect deferrals into the Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees as of September 30, 2023. (2)These amounts are included in the “All Other Compensation” column of the Summary Compensation Table and reflect our discretionary contributions to the Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees. (3)These amounts reflect the aggregate earnings to the Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees. These amounts do not reflect above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified and, accordingly, these amounts are not included in the Summary Compensation Table. (4)None of the balances shown in this column were included in the Summary Compensation Table for fiscal years 2022 or 2021.

  60. 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 absent a change in control of the Company, each of our NEOs is eligible for compensation and benefits under the Post Holdings, Inc. Executive Severance Plan (the “Plan”). In the event of the officer’s involuntary termination in association with a change in control of the Company, each of our NEOs is eligible for compensation and benefits under either a Management Continuity Agreement (“MCA”) or the Plan. A description of the terms of the MCAs and the Plan as in effect as of September 30, 2023 is below. In addition, information about treatment of equity awards and non-qualified deferred compensation in the event of involuntary termination and/or a change in control if such event occurred in fiscal year 2023 is provided below.

  61. Potential Payments under the Management Continuity Agreements

    Potential Payments under the Management Continuity Agreements As discussed in Compensation Discussion and Analysis, the MCAs are meant to promote the stability and continuity of senior management in the event of an actual or anticipated change in control. The MCAs provide severance compensation to the NEO in the event of the NEO’s involuntary termination in association with a change in control. As of September 30, 2023, the Company had MCAs in effect with the following NEOs: Mr. Vitale, Mr. Zadoks and Ms. Gray. In the event of a change in control, the compensation provided would be in the form of a lump sum payment equal to the present value of continuing (a) the officer’s salary and (b) the greater of (i) the officer’s target bonus for the year in which termination occurred and (ii) the officer’s last annual bonus preceding the termination or change in control (whichever is greater) for three years following the officer’s involuntary termination of employment within two years following a change in control, and the payment of other benefits (as described below). In the event the officer’s employment is involuntarily terminated within 270 days prior to a change in control, and the officer objects to such termination, he or she also is eligible for compensation and benefits under his or her MCA. Each officer also would be eligible to receive the following severance benefits: (i) payment in lump sum of the actuarial value of continuation during the applicable period of the officer’s participation in each life, health, accident and disability plan in which the officer was entitled to participate immediately prior to the change in control, (ii) payment of any actual costs and expenses incurred by the officer for litigation related to the enforcement of his or her MCA and (iii) payment of up to $20,000 of costs or expenses incurred for outplacement assistance. Payments are to be made by the Company or the subsidiary that employed the officer. No payments would be made if the officer’s termination is due to death, disability or normal retirement, or is “for cause,” which is defined as (i) the continued failure by the officer to devote reasonable time and effort to the performance of his or her duties (other than a failure resulting from his or her incapacity due to physical or mental illness), (ii) the officer willfully engaging in misconduct which is materially injurious to us or (iii) the officer’s conviction of a felony or a crime involving moral turpitude. The MCAs also contain provisions relating to non-competition and non-solicitation of our employees which become effective once the officer becomes eligible for payments under his or her MCA. The non-competition provisions have a duration of one year and the non-solicitation provisions have a duration of two years. Furthermore, the MCAs contain provisions regarding the protection of our confidential information, which became effective when the MCAs became effective and apply in perpetuity. In the event of a breach of the foregoing provisions, we are entitled, among other applicable remedies, to specific performance and/or injunctive relief to enforce or prevent violations, and the officer is required to return sums received under his or her MCA if a court issues a final ruling finding that the officer was in breach. These provisions may not be waived unless agreed to in writing by the parties. The MCAs provide that in the event that any payments to the officers under the MCAs or otherwise would be subject to excise taxes under the Code, such payments will be reduced to the extent necessary to avoid such excise taxes, unless the officer would receive a greater amount were there no reduction and the officer were to pay the excise taxes.

  62. Potential Payments under the Post Holdings, Inc. Executive Severance Plan

    Potential Payments under the Post Holdings, Inc. Executive Severance Plan Under the Plan, all of our NEOs are eligible for severance benefits in the event of an involuntary termination without “cause” or a termination of employment by the executive for “good reason” outside of the context of a change in control. Additionally, under the Plan, Messrs. Catoggio, Mainer and Westphal are eligible for severance benefits in conjunction with a change in control as described herein.

  63. Equity Grant Agreements

    Equity Grant Agreements Equity awards granted to officers under the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “2012 LTIP”), the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the “2016 LTIP”), the Post Holdings, Inc. 2019 Long-Term Incentive Plan (the “2019 LTIP”) and the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”) are subject to special provisions in the event of certain involuntary terminations and/or a change in control (as such term is defined under the applicable plan) as described herein. The agreements governing all of our named executive officers’ RSUs issued under the 2012 LTIP provide that in the event of a qualifying termination within two years after a change in control, or if instead such officers’ employment continues but the equity awards will not remain outstanding because of the change in control (for example, if they are not assumed by the surviving entity), any unvested RSUs become 100% vested. With the exception of PRSUs granted to Ms. Gray and Messrs. Vitale, Westphal and Zadoks on November 17, 2020, November 16, 2021 and November 15, 2022, PRSUs granted to Mr. Catoggio on November 16, 2021 and November 15, 2022 and PRSUs granted to Mr. Mainer on December 1, 2021 and November 15, 2022, the change in control related vesting of which is described below, (i) equity awards granted under the 2016 LTIP fully vest if the grantee experiences a qualifying termination during the one-year period following a change in control, and (ii) equity awards granted under the 2019 LTIP and the 2021 LTIP fully vest if the grantee experiences a qualifying termination “in connection with” a change in control, with the specific timeframes surrounding the change in control during which the termination must occur set forth in the applicable award agreement. The 2019 LTIP and the 2021 LTIP further provide that the award agreement will specify, with respect to performance-based targets, that all performance goals or other vesting criteria will be either (a) deemed achieved at 100% target levels and adjusted pro rata based on the applicable portion of the performance period which has passed, (b) vested based upon actual performance levels or (c) the greater of (a) or (b). Additionally, all other terms and conditions of the equity award will be deemed to be met. With respect to RSUs granted to Ms. Gray and Messrs. Vitale, Westphal and Zadoks on November 17, 2020, November 16, 2021 and November 15, 2022, the RSUs granted to Mr. Catoggio on September 13, 2021, November 16, 2021 and November 15, 2022, the RSUs granted to Mr. Mainer on November 20, 2019, November 20, 2020 and November 15, 2022 and all but one RSU granted to Mr. Mainer on December 1, 2021 (the change in control vesting of which is described below), the termination of employment is deemed to be in connection with a change in control if it occurs during the three-month period prior to, or the twenty-four-month period beginning upon, the date of the change in control. Mr. Mainer was granted one RSU award on December 1, 2021, which provides for two-year ratable vesting generally subject to Mr. Mainer’s continued employment, but which provides for full vesting in the event that Mr. Mainer terminates his employment for good reason (as defined in the 2021 LTIP) within the one-year period following a change in control, and for full vesting in the event of his involuntary termination by the Company without cause regardless of a change in control. PRSUs granted on November 17, 2020, November 16, 2021 and November 15, 2022 to Messrs. Vitale and Zadoks and Ms. Gray, PRSUs granted to Mr. Westphal on November 17, 2020, November 16, 2021 and November 15, 2022, PRSUs granted to Mr. Catoggio on November 16, 2021 and November 15, 2022 and PRSUs granted to Mr. Mainer on December 1, 2021 and November 15, 2022 have special vesting provisions in the event of certain involuntary terminations in association with a change in control of the Company. With respect to the PRSUs granted in fiscal years 2021, 2022 and 2023, if the executive’s employment is terminated involuntarily by the Company without cause (as defined in the applicable award agreement) or if the executive terminates his or her employment for good reason (as defined in the 2019 LTIP or the 2021 LTIP, as applicable), and (a) if the termination occurs within the three-month period before or upon a change in control of the Company, a number of PRSUs become vested upon the change in control equal to the greater of (i) the number of PRSUs that would be vested based upon achievement of the performance metrics through the last trading day prior to the change in control date or (ii) the target number of PRSUs adjusted pro rata from October 1, 2020, October 1, 2021 or October 1, 2022 (the beginning of the performance period, as applicable) through the date of the change in control or (b) if the termination occurs during the twelve-month period following the change in control date of the Company, a number of PRSUs become vested upon the termination equal to the greater of (i) the number of PRSUs that would be vested based upon achievement of performance metrics through the last trading day prior to the termination of employment or (ii) the target number of PRSUs adjusted pro rata from October 1, 2020, October 1, 2021 or October 1, 2022 (the beginning of the performance period, as applicable) through the termination date. Notwithstanding the foregoing, if an acquirer of the Company does not agree to assume the PRSUs on substantially the same terms in connection with the change in control of the Company, (i) except for Mr. Catoggio’s PRSUs with a performance criteria of three-year cumulative Adjusted EBITDA of the Post Consumer Brands business unit granted on November 16, 2021 (the “EBITDA PRSUs”), the achievement of performance metrics will be measured through the last trading day prior to the change in control, and the number of vested PRSUs will be determined based upon the actual achievement of performance metrics as of such date, and (ii) with respect to Mr. Catoggio’s EBITDA PRSUs, the target number of EBITDA PRSUs will vest immediately prior to the change in control. Furthermore, the Corporate Governance and Compensation Committee may determine that, as a result of the change in control of the Company, performance criteria should no longer apply to the PRSUs. In such case, except for with respect to Mr. Catoggio’s EBITDA PRSUs, performance metrics will be measured as of the last trading day before the change in control and based upon such performance, a portion or all of the PRSUs will be converted to time-based RSUs with no additional performance criteria, and those time-based RSUs will continue to vest through the end of the original performance period, subject to the executive’s continued employment and further subject to accelerated vesting in the event of death, disability or involuntary termination of employment without cause or by the employee for good reason if such termination occurs within the twelve-month period beginning on the date of the change in control. With respect to Mr. Catoggio’s EBITDA PRSUs, the target number of EBITDA PRSUs will convert to time-based vesting, and be subject to Mr. Catoggio’s continued employment through the original vesting date and further subject to accelerated vesting in the event of death, disability or involuntary termination of employment without cause or by the employee for good reason if such termination occurs within the twelve-month period beginning on the date of the change in control, or the closing date of a sale of the Post Consumer Brands business. Additional vesting rules for equity awards are as follows: •Equity awards issued to officers under the 2012 LTIP, the 2016 LTIP, the 2019 LTIP and the 2021 LTIP vest in whole or in part upon a termination because of death or disability.

  64. Equity Grant Agreements

    •Award agreements issued under the 2016 LTIP to Mr. Westphal provide that if the officer’s employment with a Company affiliate terminates as a result of the sale of his employing business or that Company affiliate, and the acquirer does not agree to assume the award on substantially the same terms, then the award fully vests. This provision also applies to the RSUs granted as time-based RSUs to Mr. Westphal under the 2019 LTIP and the 2021 LTIP, and to time-based RSUs with three-year-ratable vesting schedules granted to Mr. Catoggio on September 13, 2021, November 16, 2021 and November 15, 2022. •RSUs granted to Mr. Catoggio on September 13, 2021 and November 15, 2022 vest in full on the fourth anniversary of the date of grant, but if his employment is involuntarily terminated without cause before that vesting date, a portion of the RSUs vests upon that termination of employment. The portion is determined as if the original vesting schedule had provided for vesting in equal installments on each of the first, second and third anniversaries of the date of grant. •The RSUs with one-year vesting schedules granted to the NEOs in fulfillment of earned bonus amounts for fiscal year 2023 under the Senior Management Bonus Program, as well as time-based RSUs with three-year ratable vesting schedules granted to the NEOs in November 2022, provide for vesting upon Retirement (generally defined as a participant, after providing one month’s prior written notice and executing a non-compete agreement, voluntarily leaving the employment of the Company or its subsidiary, after reaching either age 65 with 5 or more years of service or age 55 with 10 or more years of service). The RSUs granted to the NEOs in fulfillment of earned bonus amounts for fiscal year 2023 also provide for vesting upon involuntary termination by the Company without cause. The TSR PRSU awards granted to the NEOs in November 2022 provide that if the NEO Retires during the performance period, he or she will continue to be eligible to receive shares under the award if the performance criteria is met. •Mr. Catoggio’s EBITDA PRSUs granted on November 16, 2021 vest depending upon the achievement of three-year cumulative Adjusted EBITDA for the Post Consumer Brands business unit over the performance period of October 1, 2021 through September 30, 2024. The number of PRSUs that vest may range from 0% to 200% of the target number of PRSUs granted, depending on actual achievement. In the event there is no change in control of the Company, but Mr. Catoggio’s employment with a Company affiliate terminates as a result of the sale of his employing business or that Company affiliate, and the acquirer does not agree to assume the award on substantially the same terms, then a number of PRSUs will vest upon the closing of that sale. That number will equal the target number of PRSUs adjusted pro-rata for the number of days that have passed in the performance period as of the date of the sale. If the acquirer does assume the EBITDA PRSUs and his employment is involuntarily terminated without cause or he terminates his employment for good reason during the 12-month period following the sale, a number of PRSUs will vest, equal to the greater of (i) the number of PRSUs that would vest based on the actual level of achievement as determined for the performance period through the day his employment terminates and (ii) the target number of PRSUs adjusted pro-rata for the number of days that have passed in the performance period as of the day his employment terminates. •Additionally, under the Plan, in the event that an executive covered under the Plan has an equity award that was issued under the 2012 LTIP, the 2016 LTIP, the 2019 LTIP or the 2021 LTIP with a time-based vesting schedule on other than a ratable basis, or that is ratable in whole or in part but where the vesting schedule does not provide for any vesting of the equity award on or before the first anniversary of the date of grant of the equity award, and that executive’s employment is involuntarily terminated before the equity award is fully vested and the executive is otherwise eligible for benefits under the Plan, then the equity award will be vested as if there were a three-year ratable vesting schedule where vesting occurs on the first, second and third anniversaries of the date of grant of the equity award, but only to the extent that the equity award had not already vested at a greater percentage, or under the terms of the applicable equity plan would not vest at a greater percentage upon the executive’s involuntary termination. •Furthermore, under the Plan, in the event that an executive covered under the Plan has a grant of PRSUs with a “cliff vesting” schedule and a performance period of three years which grant was issued under the 2016 LTIP, the 2019 LTIP or the 2021 LTIP, and that executive’s employment is involuntarily terminated before the equity award is fully vested and the executive is otherwise eligible for benefits under the Plan, then the equity award will be vested ratably based on target achievement as provided below, but only to the extent that the equity award had not already vested at a greater percentage, or under the terms of the applicable equity plan would not vest at a greater percentage upon the executive’s involuntary termination. Ratable vesting will occur as follows: (i) if the termination of employment occurs on or before the first anniversary of the date of grant, one-third of the target award shall vest; (ii) if the termination of employment occurs after the first anniversary but on or before the second anniversary of the date of grant, two-thirds of the target award shall vest; and (iii) if the termination of employment occurs after the second anniversary and before the original default vesting date, the target award shall vest. Following vesting, stock options granted under the 2012 LTIP will remain exercisable until the earlier of: three years from the date of voluntary termination or death or disability; six months from the date of involuntary termination (other than due to death or disability); or the expiration of the award under its terms. Vested stock options granted under the 2016 LTIP will remain exercisable until the earlier of: six months from the date of termination of employment (except in the case of death or disability, where such options remain exercisable for three years from the date of death or termination due to disability); or the expiration of the award under its terms. As of September 30, 2023, no stock options had been granted to the NEOs under the 2019 LTIP or the 2021 LTIP. See the below table for the value of stock and option awards at termination.

  65. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The NEOs, along with other employees who meet the eligibility requirements, are permitted to participate in the Deferred Compensation Plan for Key Employees and the Executive Savings Investment Plan. These nonqualified plans permit participants to file elections to receive distributions of account balances upon (a) a separation from service, which generally includes retirement, termination of employment or death, or (b) on specified future dates. With respect to balances attributable to deferral elections made before August 1, 2017, or pursuant to any employer contributions made before January 1, 2018, participants could elect to receive distributions in the event of a change in control if that change in control occurred before separation from service (or before a specified distribution date, in the case of the Deferred Compensation Plan for Key Employees). With respect to balances attributable to deferral elections made on or after August 1, 2017, and any Company contributions made on or after January 1, 2018, in the event of a change in control, payment of the vested portion of those balances will be made or commence within 90 days following the occurrence of the change in control (even if the participant elected a later distribution date). Additionally, in the event of a change in control, any Company contributions made under the Deferred Compensation Plan for Key Employees and related hypothetical earnings on such contributions become fully vested. Any distributions of account balances made with respect to amounts notionally invested in Post common stock equivalents will be made in the form of shares of Post common stock unless the Corporate Governance and Compensation Committee determines otherwise. The table below sets forth estimates of the amounts to which each NEO would be entitled, other than accrued but unpaid base salary and benefits payable under broad-based employee benefit plans and programs that do not discriminate in favor of executive officers and are generally available to all employees, 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 after 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, 2023.

  66. Nonqualified Deferred Compensation

    | Name | | Voluntary Termination or Retirement ($) | Involuntary Not for Cause Termination ($) | Change in Control followed by Involuntary Termination ($) | Death or Disability ($) | | Robert V. Vitale | Cash (Salary and Bonus) | — | 8,145,000(1) | 8,328,496(2) | — | | | Value of Stock and Option Awards(3) | —(4) | 11,425,924 | 49,059,485 | 29,257,403 | | | Non-qualified Deferred Compensation(5) | 1,537,262(6) | 1,537,262(6) | 1,537,262(7) | 1,537,262(6) | | | Health Benefits and Insurance | — | 2,740 | 58,325 | —(8) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 1,537,262 | 21,185,926 | 59,003,568 | 30,794,665 | | Matthew J. Mainer | Cash (Salary and Bonus) | — | 2,270,625(1) | 2,399,273(2) | — | | | Value of Stock and Option Awards(3) | — | 321,298 | 3,758,927 | 2,925,020 | | | Non-qualified Deferred Compensation(5) | 246,300(9) | 246,300(9) | 246,300(10) | 246,300(9) | | | Health Benefits and Insurance | — | 1,349 | 32,097 | —(8) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 246,300 | 2,914,572 | 6,456,597 | 3,171,320 | | Jeff A. Zadoks | Cash (Salary and Bonus) | — | 3,730,000(1) | 3,917,725(2) | — | | | Value of Stock and Option Awards(3) | —(11) | 5,347,009 | 21,765,528(12) | 13,570,927 | | | Non-qualified Deferred Compensation(5) | 667,368(13) | 667,368(13) | 667,368(14) | 667,368(13) | | | Health Benefits and Insurance | — | 2,740 | 58,081 | —(8) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 667,368 | 9,822,117 | 26,428,702 | 14,238,295 | | Nicolas Catoggio | Cash (Salary and Bonus) | — | 3,520,000(1) | 3,731,166(2) | — | | | Value of Stock and Option Awards(3) | — | 2,251,512 | 10,045,470 | 7,201,045 | | | Non-qualified Deferred Compensation(5) | — | — | — | — | | | Health Benefits and Insurance | — | 3,964 | 83,834 | —(8) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | — | 5,850,476 | 13,880,470 | 7,201,045 | | Diedre J. Gray | Cash (Salary and Bonus) | — | 3,254,375(1) | 3,447,997(2) | — | | | Value of Stock and Option Awards(3) | — | 5,014,911 | 20,660,854(15) | 12,896,668 | | | Non-qualified Deferred Compensation(5) | 615,368(16) | 615,368(16) | 615,368(17) | 615,368(16) | | | Health Benefits and Insurance | — | 4,139 | 83,834 | —(8) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 615,368 | 8,963,793 | 24,828,053 | 13,512,036 | | Mark W. Westphal | Cash (Salary and Bonus) | — | 3,125,000(1) | 4,053,646(2) | — | | | Value of Stock and Option Awards(3) | —(18) | 2,983,714 | 13,942,696 | 8,525,900 | | | Non-qualified Deferred Compensation(5) | 90,766 | 90,766 | 90,766(19) | 90,766 | | | Health Benefits and Insurance | — | 2,769 | 58,325 | —(8) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 90,766 | 6,277,249 | 18,165,433 | 8,616,666 |

  67. Nonqualified Deferred Compensation

    (1)For purposes of this calculation, the Company assumes that performance goals were achieved. (2)Net present value calculated using a discount rate of 6.16%. (3)All unvested RSU, PRSU and option awards were valued at the closing price of our common stock on September 29, 2023 of $85.74. (4)In the event that Mr. Vitale provides one month’s prior written notice of retirement and executes a non-compete agreement, he would receive $15,625,686 upon retirement. (5)All amounts to be paid in lump sum unless otherwise specified. (6)Of this amount, $1,205,461 plus aggregate earnings on such amount would be paid out in five annual installments. (7)In the event of a change in control without an involuntary termination, Mr. Vitale also would receive this amount. (8)All salaried employees are generally entitled to two times his or her annual base salary under the Company’s life insurance policies, capped at $700,000. (9)Of this amount, $56,504 plus aggregate earnings on such amount would be paid out in five annual installments and $33,954 plus aggregate earnings on such amount would be paid out in ten annual installments. (10)In the event of a change in control without an involuntary termination, Mr. Mainer also would receive this amount. (11)In the event that Mr. Zadoks provides one month’s prior written notice of retirement and executes a non-compete agreement, he would receive $5,346,060 upon retirement. (12)In the event of a change in control without an involuntary termination, Mr. Zadoks would receive $508,438 of this amount. (13)Of this amount, $200,416 plus aggregate earnings on such amount would be paid out in five annual installments. (14)In the event of a change in control without an involuntary termination, Mr. Zadoks also would receive this amount. (15)In the event of a change in control without an involuntary termination, Ms. Gray would receive $406,836 of this amount. (16)Of this amount, $24,055 plus aggregate earnings on such amount would be paid out in five annual installments and $137,274 plus aggregate earnings on such amount would be paid out in ten annual installments. (17)In the event of a change in control without an involuntary termination, Ms. Gray also would receive this amount. (18)In the event that Mr. Westphal provides one month’s prior written notice of retirement and executes a non-compete agreement, he would receive $5,095,957 upon retirement. (19)In the event of a change in control without an involuntary termination, Mr. Westphal also would receive this amount.

  68. 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 2023. The annual total compensation of our median employee was $90,010. The annual total compensation of our Chief Executive Officer was $17,370,927. The ratio of our Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation was 193:1. The annual total compensation of our median employee and our Chief Executive Officer includes the value of employer-provided health and welfare benefits in the amount of $18,572 and $11,131, respectively, that are not included in the Chief Executive Officer’s total compensation in the Summary Compensation Table above. SEC rules and regulations require a company to identify the median employee only once every three years, absent significant changes to the company’s employee population, employee compensation arrangements or median employee’s status during that period that would reasonably be expected to result in a significant change in the pay ratio. For fiscal year 2023, we concluded that we could continue to use the same median employee identified in fiscal year 2022, as there have been no significant changes in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. We used the following methodology and material assumptions to identify our median employee in fiscal year 2022: •The median employee was identified using employee information as of July 1, 2022, excluding our Chief Executive Officer. We excluded employees based in China (7), Germany (1), Kenya (147), Spain (5), Uganda (7) and the United Arab Emirates (3) as permitted by SEC rules and regulations, as they represented less than 5% of our employee population. As a result, from our aggregate employee population of approximately 10,300 who were employed by the Company or subsidiaries consolidated in the Company’s financial statements as of July 1, 2022, an employee population of approximately 10,130 was considered in determining our median employee. •We used base pay as the consistently applied compensation measure to identify our median employee. From our employee population, we used statistical sampling to collect additional compensation data for a group of employees who were paid within a relatively narrow range around our estimated median consistently applied compensation measure. From this group, we selected an employee who was reasonably representative of our workforce to be our median employee. 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.

  69. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation “actually paid” (referred to as “CAP” or “Compensation Actually Paid”) and certain financial performance measures of the Company, including One Year relative Total Shareholder Return (“rTSR”) Percentile Rank (as compared to the S&P 1500 Packaged Foods & Meats companies), which we chose as our Company-selected financial performance measure. The below tables and disclosures do not necessarily reflect value actually realized by our NEOs or how our Corporate Governance and Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Corporate Governance and Compensation Committee does not use Compensation Actually Paid as a basis for making compensation decisions, nor does it use net income for purposes of determining incentive compensation. Further, while we utilize several performance measures to align executive compensation with the Company’s performance, not all of such performance measures are presented in the Pay Versus Performance table below. Please see Compensation Discussion and Analysis for a discussion of our executive compensation program objectives and the ways in which we align our NEOs’ compensation with the Company’s performance.

  70. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | TSR ($) | Peer Group TSR ($) | Net Income ($ in millions) | One Year rTSR Percentile Rank(5) | | 2023 | 17,359,796 | 20,678,622 | 5,457,918 | 6,165,965 | 147.35 | 113.96 | 301.3 | 73rd | | 2022 | 15,475,418 | 19,312,412 | 4,470,515 | 5,922,265 | 140.77 | 111.29 | 756.6 | 61st | | 2021 | 14,288,491 | 23,608,658 | 6,128,233 | 8,539,535 | 128.09 | 105.63 | 166.7 | 59th |

  71. Pay Versus Performance

    (1)Robert V. Vitale was our principal executive officer (“PEO”) for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.

  72. Pay Versus Performance

    | 2021 | 2022 | 2023 | | Jeff A. Zadoks | Jeff A. Zadoks | Matthew J. Mainer | | Howard A. Friedman | Nicolas Catoggio | Jeff A. Zadoks | | Diedre J. Gray | Diedre J. Gray | Nicolas Catoggio | | Mark W. Westphal | Mark W. Westphal | Diedre J. Gray | | | | Mark W. Westphal |

  73. Pay Versus Performance

    (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. (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 columns below are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  74. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 17,359,796 | (16,008,243) | 19,327,069 | 20,678,622 | | 2022 | 15,475,418 | (14,130,824) | 17,967,818 | 19,312,412 | | 2021 | 14,288,491 | (12,994,790) | 22,314,957 | 23,608,658 |

  75. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 5,457,918 | (4,802,802) | 5,510,849 | 6,165,965 | | 2022 | 4,470,515 | (3,805,689) | 5,257,439 | 5,922,265 | | 2021 | 6,128,233 | (5,458,147) | 7,869,449 | 8,539,535 |

  76. Pay Versus Performance

    The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:

  77. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 15,465,258 | 2,107,779 | — | 1,754,032 | — | — | 19,327,069 | | 2022 | 15,908,802 | 2,227,848 | — | (168,832) | — | — | 17,967,818 | | 2021 | 14,646,970 | 2,699,095 | — | 4,968,892 | — | — | 22,314,957 |

  78. Pay Versus Performance

    | 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 ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 4,476,697 | 529,589 | — | 504,563 | — | — | 5,510,849 | | 2022 | 4,150,730 | 1,137,577 | — | (30,868) | — | — | 5,257,439 | | 2021 | 6,152,104 | 1,240,131 | — | 477,214 | — | — | 7,869,449 |

  79. Pay Versus Performance

    (4)The Peer Group TSR set forth in this table utilizes the S&P 1500 Packaged Foods & Meats Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on November 17, 2023. The comparison assumes $100 was invested for the period starting September 30, 2020 through the end of the listed year in Post common stock (with reinvestment of shares of BellRing common stock distributed to Post shareholders on March 10, 2022) and in the S&P 1500 Packaged Foods & Meats Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined One Year rTSR Percentile Rank (as compared to the S&P 1500 Packaged Foods & Meats companies) 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 fiscal year 2023. This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  80. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with SEC rules, we are providing the following illustrations of the relationships between information presented in the Pay Versus Performance table above. However, we generally seek to incentivize long-term performance, and therefore we do not specifically align our performance measures with Compensation Actually Paid (as computed in accordance with SEC rules) for a particular year. The following graph compares the Compensation Actually Paid to our PEO, the average of the Compensation Actually Paid to our remaining NEOs, our cumulative TSR and the cumulative TSR of the S&P 1500 Packaged Foods & Meats Index over the three most recently completed fiscal years. The graph assumes a hypothetical investment of $100 on September 30, 2020 in each of Post common stock (with reinvestment of shares of BellRing common stock distributed to Post shareholders on March 10, 2022) and the S&P 1500 Packaged Foods & Meats Index. Post Holdings TSR & S&P 1500 Packaged Foods & Meats Index TSR vs. Compensation Actually Paid The following graph compares the Compensation Actually Paid to our PEO and the average of the Compensation Actually Paid to our remaining NEOs with our net income during the three most recently completed fiscal years. Although required to be disclosed by SEC rules, net income is not a metric in our executive compensation program. Post Holdings Net Income vs. Compensation Actually Paid The following graph compares the Compensation Actually Paid to our PEO and the average of the Compensation Actually Paid to our remaining NEOs with our Company-selected financial performance measure, One Year rTSR Percentile Rank, during the three most recently completed fiscal years. Post Holdings One Year rTSR Percentile Rank (our Company-Selected Financial Performance Measure) vs. Compensation Actually Paid The information contained in this Pay Versus Performance section will not be incorporated into any filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference.

  81. DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023

    DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 All non-employee directors receive several different elements of compensation for serving on our Board of Directors. The Corporate Governance and Compensation Committee makes recommendations to our Board of Directors regarding director compensation. Director compensation was determined based upon a benchmarking study prepared by Aon, the Committee’s independent compensation consultant. Effective January 1, 2023, all non-employee directors receive an annual retainer of $100,000 (prior to January 1, 2023, the annual retainer was $90,000). The chairman of the Audit Committee receives an additional annual retainer of $20,000 and the chairman of the Corporate Governance and Compensation Committee receives an additional annual retainer of $15,000. Effective January 1, 2023, the Lead Director receives an additional annual retainer of $30,000 (prior to January 1, 2023, the additional annual retainer was $25,000). In addition to cash compensation, all non-employee directors receive an annual grant in the form of RSUs valued at approximately $160,000 (or $260,000 for the non-employee Chairman of the Board) on the date of grant, rounded to the nearest 100 RSUs. All awards 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 beginning with grants made in 2020. 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 Non-Management Directors, any non-employee director may elect to defer, with certain limitations, his or her retainer. Deferred compensation may be notionally invested in Post common stock equivalents or in a number of mutual funds operated by Vanguard 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 Post 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. We have established stock ownership guidelines applicable to all non-employee directors. See Compensation Discussion and Analysis - Other Compensation Policies - Stock Ownership Guidelines on page 38 for more details. The following table sets forth the compensation paid to non-management directors for fiscal year 2023, other than reimbursement for travel expenses.

  82. DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4)(5) | Total ($) | | Dorothy M. Burwell | 97,500 | 161,415 | — | — | 32,497 | 291,412 | | Gregory L. Curl | 97,500 | 161,415 | — | — | 32,497 | 291,412 | | Thomas C. Erb | 97,500 | 161,415 | — | — | 32,497 | 291,412 | | Robert E. Grote | 141,250 | 161,415 | — | — | 47,079 | 349,744 | | Ellen F. Harshman | 97,500 | 161,415 | — | — | 32,497 | 291,412 | | David W. Kemper | 117,500 | 161,415 | — | — | 39,163 | 318,078 | | Jennifer Kuperman | 97,500 | 161,415 | — | — | 32,497 | 291,412 | | David P. Skarie | 97,500 | 161,415 | — | — | 32,497 | 291,412 | | William P. Stiritz | 97,500 | 256,365 | — | — | 120,637 | 474,502 |

  83. DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023

    _________ (1)These amounts represent the grant date fair value of 1,700 RSUs (2,700 RSUs for Mr. Stiritz) granted on January 31, 2023 . 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 19 to the Company’s fiscal year 2023 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. All awards fully vest on the first anniversary of the date of grant, and the stock issued pursuant to 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. (2)The number of unvested RSUs held by each non-management director, other than Mr. Stiritz, as of September 30, 2023 was 1,700 RSUs. Mr. Stiritz held 2,700 unvested RSUs as of September 30, 2023. (3)As of September 30, 2023, Messrs. Curl, Grote and Kemper each held 14,828 vested SARs and Mr. Skarie held 7,414 vested SARs. All of these SARs fully vested on the third anniversary of the date of grant. Mses. Burwell, Harshman and Kuperman and Messrs. Erb and Stiritz held no SARs at September 30, 2023. (4)Except for Mr. Stiritz, these amounts represent the 33 1/3% match on deferrals into common stock equivalents under the Deferred Compensation Plan for Non-Management Directors for all non-management directors who elected to participate in the plan. (5)For Mr. Stiritz, this amount represents: (a) the 33 1/3% match on deferrals into common stock equivalents under the Deferred Compensation Plan for Non-Management Directors, which was $32,497; and (b) personal use of aircraft for the fiscal year ended September 30, 2023; the cost for such use was $88,140. Of such $88,140: (i) the incremental cost to us was $69,384, which is calculated by dividing the total estimated variable costs (such as fuel, landing fees, on-board catering and flight crew expenses) by the total flight hours for fiscal year 2023 and multiplying such amount by Mr. Stiritz’s total number of flight hours for non-business use for fiscal year 2023. Incremental costs do not include certain fixed costs that we incur by virtue of owning aircraft, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of individuals occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s SIFL formula for imputing taxable income for such use; and (ii) we reimbursed Mr. Stiritz for amounts necessary to offset the impact of income taxes relating to such personal use of aircraft in the amount of $18,756.