DEF 14A of Post Holdings, Inc., Dec 15, 2025

DEF 14A of Post Holdings, Inc.

Filed Dec 15, 2025 · FY20250001530950-25-000284

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table provides summary information about each director nominee as of November 19, 2025. At our annual meeting, shareholders will be asked to elect the seven director nominees listed in the table below for a one-year term expiring at the 2027 annual meeting. The Board of Directors unanimously recommends a vote FOR each nominee.

  2. BOARD OF DIRECTORS

    | Name | Director Since | Occupation and Experience | Independent | Board Committees(1) | | | | | | | | | | AC | | CGCC | EC | SFOC | | Robert V. Vitale | 2014 | President & CEO, Post Holdings, Inc. | No | | | | ✓ | ✓ | | Dorothy M. Burwell | 2020 | Partner, FGS Global (UK) Ltd | Yes | | ✓ | | | | | Gregory L. Curl | 2012 | Senior Advisor, Temasek Trust Asset Management | Yes | | | ✓ | | ✓ | | Thomas C. Erb | 2021 | Retired Executive | Yes | | | ✓ | | ✓ | | David W. Kemper | 2015 | Executive Chairman, Commerce Bancshares, Inc. | Yes | | ✓ | | | | | Jennifer Kuperman | 2021 | Chief Corporate Affairs Officer, Chime | Yes | | ✓ | ✓ | | | | David P. Skarie | 2012 | Retired Executive | 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 2027 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 31, 2026. Please also see the section Other Matters – Shareholder Director Nominations and Proposals for the 2027 Annual Meeting on page 75 for information regarding the more formal nomination process.

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The terms of each of our eight current directors will expire at the 2026 annual meeting of shareholders. However, one current member of our Board of Directors, Mr. Stiritz, has informed us that he will be retiring from the Board of Directors, effective December 16, 2025, and will not stand for re-election. Mr. Stiritz has served as our Chairman of the Board since February 3, 2012, when Post became a freestanding public company. Mr. Stiritz’s resignation was not a result of any disagreement with the Company. We thank Mr. Stiritz for his service to the Company. In accordance with our Amended and Restated Bylaws, our Board of Directors has fixed the number of directors constituting our Board of Directors at seven, effective as of December 16, 2025. Accordingly, our Board of Directors has nominated the following seven nominees for election for a one-year term that will expire at the 2027 annual meeting of shareholders: •Dorothy M. Burwell •Gregory L. Curl •Thomas C. Erb •David W. Kemper •Jennifer Kuperman •David P. Skarie •Robert V. Vitale 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. Messrs. Curl and Skarie were appointed to the Board effective February 3, 2012. Mr. Vitale was appointed to the Board effective November 1, 2014, Mr. Kemper was appointed to the Board effective September 1, 2015, Ms. Burwell was appointed to the Board effective July 1, 2020 and 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 the foregoing nominees, 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 current director. The ages of the directors are as of December 31, 2025.

  8. Board Matrix

    Board Matrix The following matrix provides information regarding each nominee for election as a director and each current 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 | 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 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 communications and public affairs consultancy, 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. 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 United Kingdom (“U.K.”) publicly-listed water utility company. Ms. Burwell also serves 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 45. GREGORY L. CURL has served as a member of the Board of Directors since February 2012. As of April 1, 2025, Mr. Curl is the Senior Advisor of Temasek Trust Asset Management, a steward of philanthropic assets established by Temasek Holdings. Prior to that, Mr. Curl was president of Temasek Holdings, an investment company owned by the Singapore government, from September 2010 to April 1, 2025, 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 served 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., until April 1, 2025. 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 and on the board of directors of Morgan Stanley Securities China. Mr. Curl has over 35 years of experience and background in the financial services industry, particularly in mergers and acquisitions. Age 77. THOMAS C. ERB has served as a member of the Board of Directors since May 2021. Mr. Erb is, and has been since January 2024, retired. Formerly, Mr. Erb was the Chairman Emeritus of Lewis Rice LLC (“Lewis Rice”), a St. Louis regional law firm with over 150 lawyers, from August 2020 until January 2024 and prior thereto served as Chairman of Lewis Rice from May 2012 until August 2020. Mr. Erb 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 72. 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. 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 Enterprise Holdings, Inc., a private holding company of car rental companies, from 2000 to 2025 and on the board of directors of Ralcorp Holdings, Inc. (“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 75. JENNIFER KUPERMAN has served as a member of the Board of Directors since May 2021. Ms. Kuperman is currently the Chief Corporate Affairs Officer at Chime, a financial technology company. Previously, Ms. Kuperman was the senior vice president of corporate affairs at Chime from September 2022 to January 2024. Prior to that, Ms. Kuperman was a managing director at Trailrunner International, a communications agency, from January 2021 to September 2022. Before joining Trailrunner International, 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 has served on the board of directors of BellRing, a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category, since October 2019, and also serves on the board of directors of CoachArt, a nonprofit organization that provides arts and recreational opportunities to youth with chronic and life-threatening illnesses. Ms. Kuperman also served on the board of directors of Post Holdings Partnering Corporation (“PHPC”), our former publicly-traded affiliate that was a special purpose acquisition company, from May 2021 until June 2023 and on the board of directors of Kyriba, a global leader in cloud treasury and finance solutions, from July 2021 until January 2025. Ms. Kuperman has experience in significant leadership positions and extensive international experience. Age 52. 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 79.

  11. Nominees for Election

    ROBERT V. VITALE has served as our President and Chief Executive Officer since November 2014, and as a member of our Board of Directors since November 2014 (and, effective upon Mr. Stiritz’s retirement on December 16, 2025, will become Chairman of our Board of Directors). 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 served as the executive chairman of BellRing, a publicly-traded former subsidiary of ours that manufactures products in the global convenient nutrition category, from September 2019 until November 2024 and as chairman of the board of directors of BellRing since November 2024. From October 2018 until July 2025, Mr. Vitale was also 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 in 2018 and fully acquired in July 2025. Mr. Vitale also served as the president and chief investment officer of 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, a publicly-traded manufacturer, marketer and distributor of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products. Age 59.

  12. 2025 Say-on-Pay Vote and Shareholder Engagement

    | What We Heard | What We Did in Response | | Feedback from a subset of shareholders encouraged consideration of more than one long-term performance metric. | •As part of its regular ongoing reviews, the Committee evaluates the metrics used in our incentive programs, including the potential for additional long-term incentive metrics. Following the review for fiscal year 2025, the Committee concluded that maintaining relative TSR as the sole long-term incentive metric for this cycle best aligns management’s incentive compensation with long-term shareholder outcomes. The Committee will continue to assess the incentive measures, including whether adding any additional metrics would enhance alignment in future cycles. •To improve transparency, the Company enhanced disclosure in this proxy statement regarding (i) how performance-based restricted stock unit (“PRSU”) awards are earned and (ii) why the Committee viewed relative TSR as the best long-term incentive metric for fiscal year 2025. | | One shareholder expressed concern with upwards discretion in bonus payouts. | •We agree with this concern. The Committee did not use any positive discretion in bonus payouts for fiscal year 2025; while the Committee exercised very modest discretion for bonus payouts for fiscal year 2024, the reporting of this discretion was confusing because Post awards bonus payouts in the form of restricted stock units (“RSUs”), which are granted after fiscal year end and vest one year from the date of grant. We recognize that paying out bonuses in equity is unusual, which seemed to imply that discretion was applicable to two years of bonus payouts, which was not the case. •The Committee maintains a disciplined approach to discretionary and/or non-recurring awards; any consideration of such awards is carefully evaluated by the Committee on a case-by-case basis and the Committee understands that a detailed rationale is appropriate in such cases. •The Committee commits that any future use of discretionary adjustments will be accompanied by clear and robust disclosure of the rationale for such award in the proxy statement. |

  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 and Company stock may not be held in a margin account | | √ | 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 |

  14. Corporate Governance Highlights

    | What We Do (Best Practice) | | What We Don’t Allow | | | √ | Disclose performance goals and performance results for our Senior Management Bonus Program and our performance-based restricted stock unit 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 performance-based restricted stock unit equity awards | X | No re-pricing or cash buyout of underwater stock options allowed without shareholder approval | | √ | In fiscal year 2025, approximately 90% of our Chief Executive Officer’s total pay opportunity was variable “at risk” compensation. Our other NEOs also had on average approximately 86% of their total compensation in variable “at risk” programs. | X | No executive officer guaranteed compensation either annually or multi-year | | √ | Limited perquisites and other benefits | X | No market timing with granting of equity awards | | √ | 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 | | | | √ | Retain an independent compensation consultant reporting directly to the Committee | | |

  15. 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”) | Through the use of equity grants, 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 | 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 | Provide basic retention value and reinforce management behaviors to increase stock price after the grant date | Complementary to the PRSUs because they have upside potential, but deliver some value even during periods of market or stock price underperformance | Performance-Based |

  16. Corporate Governance Highlights

    | Fiscal Year 2025 NEO Target Total 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 vehicles with significant performance-based value and efficient share utilization is most appropriate. For Mr. Vitale, Ms. Gray and Mr. Zadoks, fiscal year 2025 equity grants were apportioned at approximately 50% of total value to each of PRSUs and RSUs. For Mr. Catoggio and Mr. Mainer, fiscal year 2025 equity grants were apportioned at approximately 65% of total value to PRSUs and 35% to RSUs. •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. |

  17. 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 to recommend to the Committee; •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.

  18. 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 2025 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. At the time of peer group development, Post’s trailing twelve-month revenues were approximately $7.8 billion, and the median trailing twelve-month revenues for the peer companies were approximately $8.8 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. No changes were made to the compensation study peer group used to assist with fiscal year 2025 pay decisions. The peer group consisted of the following 14 companies:

  19. Role of Peer Companies and Competitive Market Data

    | •Campbell Soup Company (now The Campbell’s Company) •The Clorox Company •Coca-Cola Consolidated, Inc. •Conagra Brands, Inc. •General Mills, Inc. •The Hershey Company •Hormel Foods Corporation | •The J. M. Smucker Company •Kellanova •Kimberly-Clark Corporation •Lamb Weston Holdings, Inc. •McCormick & Company, Incorporated •Newell Brands Inc. •TreeHouse Foods, Inc. |

  20. Role of Peer Companies and Competitive Market Data

    The Committee uses competitive compensation data from the 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.

  21. 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, similar to fiscal year 2024, the Committee approved the structure of the fiscal year 2025 Senior Management Bonus Program in September 2024, just prior to the beginning of fiscal year 2025, 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 or finalizing 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 in 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. Some 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.

  22. 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. 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 with direct line-of-sight. Potential financial adjustments to the Company’s net earnings to reconcile Adjusted EBITDA to net earnings include items such as transaction costs and integration costs, restructuring and facility closure costs (excluding accelerated depreciation), stock-based compensation and other extraordinary items that the Company believes do not contribute to a meaningful evaluation of the Company’s operating performance. Any adjustments are consistent with our announced results. See Annex B for a reconciliation of any Adjusted EBITDA numbers disclosed throughout this proxy statement to the most directly comparable GAAP measure. For fiscal year 2025, the Committee approved the following plan design: •Corporate NEOs—For Mr. Vitale, Mr. Mainer, Ms. Gray and Mr. Zadoks, we maintained our four-pronged approach based on the Adjusted EBITDA performance of each of our four wholly-owned business units – Post Consumer Brands, Foodservice, Refrigerated Retail and Weetabix. Consistent with fiscal year 2024, the Board approved fiscal year 2025 weighting based on each business unit’s approximate size from an Adjusted EBITDA perspective relative to the overall Company. Earned amounts were paid in RSU grants (rather than cash) made after the conclusion of fiscal year 2025 with vesting on the first anniversary of the grant date, generally subject to continued employment. Participants were entitled to earn up to 150% of their target bonus opportunity, based on the weighted performance of each business unit; at the business unit level, 50% of the weighted target opportunity was reached for performance achievement of the business between 90% and 95%, and an additional 50-100% of the weighted target opportunity was reached for performance achievement of the business above 95% through 105%, interpolated on a straight-line basis. Achievement at each business unit was then weighted according to business unit size to arrive at a percentage achievement for each corporate NEO. •Business Unit NEO—For Mr. Catoggio, we maintained our structure to have his bonus opportunity based primarily on the Adjusted EBITDA performance of his business unit, Post Consumer Brands. Mr. Catoggio was entitled to earn 50% to 150% of his target bonus opportunity, with the first 50% paid in an RSU grant (for financial performance between 90% to 95% of target Adjusted EBITDA) and the remainder paid in cash (interpolated on a straight-line basis for financial performance between 95% and 105% of target Adjusted EBITDA). RSU grants were made after the conclusion of fiscal year 2025 with vesting on the first anniversary of the grant date, generally subject to continued employment. •Corporate Overlay—As discussed above in the section “Fiscal Year 2025 NEO Target Total Compensation Structure Summary,” the fiscal year 2025 plan design continued to include the “corporate overlay” feature to encourage teamwork between our business units throughout the fiscal year. Mr. Catoggio had the opportunity to earn 100% of his target bonus if (a) his specific business unit, Post Consumer Brands, achieved at least 95% but less than 100% of its fiscal year 2025 target Adjusted EBITDA and (b) the Company achieved a target Adjusted EBITDA of at least $1.464 billion (excluding the results of 8th Avenue, which the Company acquired three-quarters of the way through fiscal year 2025 and were not included in bonus determinations, as discussed in further detail below). To the extent one or more of our four business units and the Company achieved both (a) and (b) above, the “corporate overlay” also flowed through to the corporate NEOs and their earned bonus amounts were similarly adjusted with respect to the performance achievement of that business unit. Target award opportunities: For each NEO, the following target bonuses (as a percentage of base salary) were in place for fiscal year 2025.

  23. Annual Bonus (Senior Management Bonus Program)

    | Name | Fiscal Year 2025 Target (% of Salary) | Change from Fiscal Year 2024 | | Robert V. Vitale | 150% | No change | | Matthew J. Mainer | 100% | No change | | Nicolas Catoggio | 100% | No change | | Diedre J. Gray | 100% | No change | | Jeff A. Zadoks | 110% | No change |

  24. Annual Bonus (Senior Management Bonus Program)

    Target and Actual Fiscal Year 2025 performance: The Committee set the Adjusted EBITDA targets for each of our four wholly-owned business units and the “corporate overlay” 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 Foodservice and Refrigerated Retail were set above the prior year actual performance levels. The targets for Post Consumer Brands and Weetabix were set below prior year actual performance levels. In developing our fiscal year 2025 business plan with respect to the Post Consumer Brands business unit, the Committee took into account that in fiscal year 2024, the business unit had an exceptional year, overperforming its fiscal year 2024 Adjusted EBITDA target by approximately 18%. This overperformance was driven largely by pet food, which the Committee did not expect to continue in fiscal year 2025. The Committee also expected additional volume headwinds in fiscal year 2025 due to, among other things, cereal category declines, pet food integration efforts planned for fiscal year 2025 and a packaging relaunch for a pet food brand. Accordingly, the Committee set an Adjusted EBITDA target for the Post Consumer Brands business unit that it considered rigorous, aggressive and challenging, though modestly reduced from its actual fiscal year 2024 Adjusted EBITDA. In developing our fiscal year 2025 business plan with respect to the Weetabix business unit, the Committee took into account the costs of implementing Weetabix’s new enterprise resource planning system that it expected to incur in fiscal year 2025 (including lower sales due to promotion blackout periods and additional storage costs due to building product stock in advance of implementation), and that it expected volume headwinds in fiscal year 2025 to exceed fiscal year 2024 due to, among other things, cereal category declines and Weetabix’s planned exit of its bars and legacy ready-to-drink products. The Committee also anticipated that significant inflationary pressures in fiscal year 2025 could exceed those in fiscal year 2024. Accordingly, the Committee set an Adjusted EBITDA target for the Weetabix business unit that it considered rigorous, aggressive and challenging but that was modestly reduced from its actual fiscal year 2024 Adjusted EBITDA. In addition, during fiscal year 2025, the Company and Weetabix decided to close Weetabix’s sales office in Spain, shifting to a simplified customer management and logistics model (the “Iberica Project”) which, although beneficial for the long-term strategy and success of Weetabix, resulted in one-time costs and expenses in fiscal year 2025 that suppressed Weetabix’s Adjusted EBITDA for fiscal year 2025. In accordance with the fiscal year 2025 Senior Management Bonus Program documentation approved by the Committee at the beginning of the fiscal year, which allows for adjustments to Adjusted EBITDA targets for certain limited one-time, non-recurring items (including, for example, gains and losses on the sale of assets or business units, merger and acquisition related costs and costs associated with unplanned reductions in workforce), the Committee decided to adjust Weetabix’s Adjusted EBITDA target to account for the Iberica Project. In appropriately adjusting the target, the Committee maintained the rigor of the initial goal, which required a substantial level of achievement in order to be satisfied. The fiscal year 2025 Adjusted EBITDA target for the Company that was used as the “corporate overlay” also was correspondingly adjusted to account for the Iberica Project. The adjusted targets are reflected in the table below. Although two acquisitions were completed during fiscal year 2025, the fiscal year 2025 Adjusted EBITDA target for the Company that was used as the “corporate overlay” was not adjusted due to them. With respect to the acquisition of 8th Avenue, the acquisition did not close until three-quarters of the way through the fiscal year and we announced shortly thereafter that we had entered into an agreement to sell a material portion of 8th Avenue. Given the limited ownership period and planned subsequent sale of a portion of 8th Avenue, the Committee decided to forego making any adjustments to the fiscal year 2025 Adjusted EBITDA target for the Company or for Post Consumer Brands to account for that acquisition and to instead exclude the results of 8th Avenue from bonus determinations. With respect to the acquisition of PPI, the acquisition was mainly to integrate a third party supplier and was considered an immaterial acquisition that was not expected to have a material impact on the Company’s financial metrics. Given the immaterial bearing of the acquisition of PPI on the Company’s financial metrics, the Committee decided not to make any adjustments to the fiscal year 2025 Adjusted EBITDA target for the Company or to exclude its results from bonus determinations. The following table shows, for each business unit, the minimum, below target, target and maximum performance levels, the actual result, whether the “corporate overlay” was triggered and the resulting achievement percentage, as well as the weighted payout. For performance achievement over the below-target and through the maximum performance levels, earned amounts were interpolated on a straight-line basis between points. (dollars and British pounds in millions)

  25. Annual Bonus (Senior Management Bonus Program)

    | Weight | Fiscal Year 2025 Adjusted EBITDA Goals / Achievement | 90% Minimum | 95% Below Target | 100% Target | 105% Maximum | Actual Result(1) | Corporate Overlay Triggered (Y/N) | Payout as a % of Target | | 45% | Post Consumer Brands (2) | $715.8 | $755.5 | $795.3 | $835.1 | $773.9 | Y | 100.0% | | 25% | Foodservice | $414.3 | $437.3 | $460.3 | $483.3 | $532.9 | N | 150.0% | | 15% | Refrigerated Retail | $144.0 | $152.0 | $160.0 | $168.0 | $167.2 | N | 145.0% | | 15% | Weetabix (3) | £82.3 | £86.8 | £91.4 | £96.0 | £94.5 | N | 134.0% | | | Corporate Weighted Payout (4) | | | | | | | 124.4% |

  26. Annual Bonus (Senior Management Bonus Program)

    (1) See Annex B to this proxy statement for a reconciliation of segment Adjusted EBITDA to the most directly comparable GAAP measure. (2) The segment Adjusted EBITDA of Post Consumer Brands reflects actual segment Adjusted EBITDA, further adjusted to exclude the impact from the 8th Avenue acquisition. (3) Performance of the Weetabix business unit is measured in the British pound, the local currency of Weetabix. The segment Adjusted EBITDA of Weetabix, measured in the U.S. dollar, was $123.7 million. (4) The payout for corporate participants (that is, the NEOs other than Mr. Catoggio) is calculated based on the weighted average payout from the four wholly-owned business units. The “corporate overlay” requirement for the business units was $1.464 billion for fiscal year 2025. The Company’s actual Adjusted EBITDA achievement for the fiscal year was $1.519 billion (excluding the results of 8th Avenue, which the Company acquired three-quarters of the way through fiscal year 2025 and were not included in bonus determinations). As a result, the “corporate overlay” was triggered for the Post Consumer Brands business unit, as it achieved at least 95% but less than 100% of its fiscal year 2025 target Adjusted EBITDA, resulting in a payout at 100% of target bonus for the business unit. Based on the approved fiscal year 2025 performance results above, the Committee approved the bonus amounts set forth in the table below.

  27. Annual Bonus (Senior Management Bonus Program)

    | Approved Fiscal Year 2025 Actual Bonuses From the Senior Management Bonus Program | | | | | | | Name | Fiscal Year 2025 Target Bonus (% of Salary) | Fiscal Year 2025 Actual Bonus Earned (% of Target) (1) | Fiscal Year 2025 Actual Bonus Earned (in Dollars) (1) | Fiscal Year 2025 Actual Bonus RSUs Granted (1)(2) | Fiscal Year 2025 Actual Bonus Cash Payment (1)(2) | | Robert V. Vitale | 150% | 124.4% | $2,402,475 | 22,411 | — | | Matthew J. Mainer | 100% | 124.4% | $870,800 | 8,123 | — | | Nicolas Catoggio | 100% | 100.0% | $746,750 | 3,483 | $373,375 | | Diedre J. Gray | 100% | 124.4% | $870,800 | 8,123 | — | | Jeff A. Zadoks | 110% | 124.4% | $957,880 | 8,935 | — |

  28. Annual Bonus (Senior Management Bonus Program)

    (1) For Mr. Vitale, Mr. Mainer, Ms. Gray and Mr. Zadoks, earned payout amounts were calculated using proportionate weighting for each of our four wholly-owned business unit’s fiscal year 2025 Adjusted EBITDA performance, including application of the corporate overlay feature of the bonus program with respect to Post Consumer Brands. For Mr. Catoggio, the earned payout amount was based on Post Consumer Brands’ fiscal year 2025 Adjusted EBITDA performance, in addition to the application of the corporate overlay feature of the bonus program. (2) The number of RSUs granted to each corporate 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 ($107.20). The number of RSUs granted to Mr. Catoggio was determined by dividing 50% of his target bonus opportunity (in dollars) by our closing stock price on the day that the Committee approved the bonus amounts ($107.20).

  29. Long-Term Incentives – Fiscal Year 2025 Grants

    Long-Term Incentives – Fiscal Year 2025 Grants The Committee believes in a balanced approach to long-term incentive compensation, with an emphasis on performance-based compensation opportunities and prudent share utilization, cognizant of dilutive effects. For fiscal year 2025 equity grants, the Committee used competitive market data from our annual total compensation study to assist with determining the right target long-term incentive value. The Committee considered individual performance, potential future contributions to our business, internal equity and the CEO’s recommendations. As described above, during fiscal year 2025, the Company promoted Mr. Mainer to the position of Executive Vice President, in addition to his title as Chief Financial Officer and Treasurer. Mr. Mainer has assumed additional responsibilities for our increasingly complex, global organization, including in relation to capital markets, treasury and oversight of additional functions within the Company. Similarly, Mr. Catoggio has taken on substantial additional responsibilities, including oversight of Post Consumer Brands’ expansion from RTE cereal into products in the pet food, nut butters and pasta categories, and has overseen the integration of a variety of acquired companies, manufacturing facilities, products and brands. Mr. Catoggio will expand his role to include Chief Operating Officer responsibilities in January 2026 upon the retirement of Mr. Zadoks. In conjunction with the increased responsibilities that both of these NEOs have assumed, and the corresponding promotions, the Committee determined to adjust their target total direct compensation. However, in order to best align their interests with the interests of our shareholders and provide additional motivation to achieve the Company’s goals, the Committee awarded the adjustment amount entirely in the form of performance-based equity. After the grant of these PRSUs in connection with their additional responsibilities, in future years, the total long-term incentive equity grants to these two NEOs will mirror all NEOs and be 50% performance-based and 50% time-based. PRSUs (all NEOs): In fiscal year 2025, the Committee granted PRSUs to the NEOs with the same structure as in fiscal year 2024. The PRSUs represent the opportunity to earn shares at the end of a three-year performance period based on relative stock price performance. The Committee views the inclusion of a metric that includes TSR as critical because it ties executive officer compensation with the creation of shareholder value and aligns the interests of executive officers with those of the Company and its shareholders. By measuring Post’s performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management. Additionally, it provides rewards that are more directly aligned with performance through different economic cycles. Specifically, the fiscal year 2025 PRSUs used relative Total Shareholder Return, or relative TSR, as a metric and have a performance period of October 1, 2024 to September 30, 2027. To ensure that the relative TSR reflects sustained creation of shareholder value, the PRSUs utilize a 250-trading day average price in the calculation of TSR. Post’s TSR is ranked relative to the TSR of the companies in the Russell 3000 Packaged Foods & Meats companies (which consisted of 39 companies, including Post Holdings). Acquired companies are removed from the rankings; bankruptcies are dropped to the bottom ranking. The Committee selected the Russell 3000 Packaged Foods & Meats index as the peer group because it was made up of a large roster of durable companies that are similar in size to the Company. Using relative TSR 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. The Committee set the target, and the performance curve, to be consistent with the practices in the competitive market. The actual number of PRSUs earned will be based on the percentile rank of the Company’s TSR relative to the TSRs of the companies in the peer group as shown in the table. If Post has a negative three-year TSR, then payout is capped at 100% of target, regardless of ranking.

  30. Long-Term Incentives – Fiscal Year 2025 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. | |

  31. Long-Term Incentives – Fiscal Year 2025 Grants

    To achieve a threshold earning percentage, TSR must rank at or above the 25th percentile. TSR rank at or above the 85th percentile achieves the maximum earning percentage. As with all compensatory equity awards, the NEOs are subject to our stock ownership guidelines and to our compensation recovery policies (each discussed further below), which we believe mitigates risk in connection with the PRSUs. Consistent with our fiscal year 2024 PRSU structure, the following bullets summarize the fiscal year 2025 PRSU structure: •Performance period: October 1, 2024 through September 30, 2027. •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 2025 to our NEOs vest one-third per year on the first, second and third anniversaries of the grant date.

  32. Long-Term Incentives – Fiscal Year 2023 PRSU Achievement

    Long-Term Incentives – Fiscal Year 2023 PRSU Achievement The fiscal year 2023 PRSU grants measured our TSR ranking versus the Russell 3000 Packaged Foods & Meats companies for the period of October 1, 2022 through September 30, 2025. The companies in the Russell 3000 Packaged Foods & Meats group were established and closed on the grant date. During the performance period, bankruptcies dropped to the bottom ranking and acquisitions were removed from the group. Subject to certain adjustments made in connection with the BellRing Spin-off, 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 2023 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, 2022 through September 30, 2025 was at the 89th percentile, resulting in an approved payout of 260% of the target number of PRSUs. Each PRSU earned was settled with a share of the Company’s common stock on October 22, 2025, after the end of fiscal year 2025.

  33. Equity Grant Timing Practices

    Equity Grant Timing Practices The Committee approves all equity awards to our NEOs on or before the grant date. We have not granted stock options for over five fiscal years and stock option grants are not currently part of our compensation strategy. If the Committee anticipates granting stock options in the future, the Committee will consider good practices with respect to the timing of any stock option grants to NEOs.

  34. Compensation Risk Assessment

    Compensation Risk Assessment The Committee is responsible for overseeing the risks relating to our compensation policies and practices on an ongoing basis. The Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to 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, with payouts to the NEOs fully or partially made in the form of RSUs with an additional one-year vesting period, 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 NEOs are subject to multi-year vesting; •we utilize a diverse 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.

  35. Change in Control and Involuntary Termination Treatment

    Change in Control and Involuntary Termination Treatment

  36. 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.

  37. 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 Section 409A of the Internal Revenue Code, as amended (the “Code”); •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 51 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.

  38. 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. Most unvested equity awards held by NEOs are forfeited if the NEO’s employment terminates outside of the context of a change in control (with exceptions for termination due to death and Retirement, and with limited exceptions for involuntary termination without cause in the case of RSUs granted for achievement of annual bonuses and for certain types of awards as described by the Executive Severance Plan above). See Potential Payments Upon Termination of Employment or Change in Control on page 51 for further information. The RSUs granted to the NEOs in fulfillment of earned bonus amounts for fiscal year 2025 under the Senior Management Bonus Program, as well as time-based RSUs with three-year ratable vesting schedules granted to the NEOs in November 2024, provide for vesting upon Retirement (generally defined as a participant, after providing one month’s prior written notice and executing a restrictive covenant 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 TSR PRSU awards granted to the NEOs in fiscal year 2025 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 are met.

  39. Summary Compensation Table

    Summary Compensation Table The following table shows information about the compensation of our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated executive officers who were serving as executive officers at September 30, 2025:

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robert V. Vitale | 2025 | 1,281,250 | — | 14,811,295 | — | — | 261,532 | 267,368 | 16,621,445 | | President & CEO | 2024 | 1,250,000 | — | 15,428,971 | — | — | 1,928,059 | 3,356,645 | 21,963,675 | | | 2023 | 1,245,667 | — | 16,008,243 | — | — | — | 105,886 | 17,359,796 | | Matthew J. Mainer | 2025 | 664,167 | — | 6,447,485 | — | — | 75,865 | 25,150 | 7,212,667 | | EVP, CFO & Treasurer | 2024 | 479,187 | — | 2,609,617 | — | — | 362,407 | 46,295 | 3,497,506 | | | 2023 | 431,511 | — | 2,213,276 | — | — | — | 39,479 | 2,684,266 | | Nicolas Catoggio | 2025 | 712,010 | — | 7,672,876 | — | 373,375 | 68,744 | 190,727 | 9,017,732 | | President & CEO, | 2024 | 720,833 | — | 4,805,174 | — | 725,000 | 144,133 | 66,733 | 6,461,873 | | Post Consumer Brands | 2023 | 691,667 | — | 5,884,725 | — | — | — | 55,756 | 6,632,148 | | Diedre J. Gray | 2025 | 695,000 | — | 5,485,205 | — | — | 90,895 | 74,835 | 6,345,935 | | EVP, General Counsel & Chief | 2024 | 666,146 | — | 5,497,616 | — | — | 661,401 | 69,675 | 6,894,838 | | Administrative Officer, Secretary | 2023 | 643,229 | — | 5,314,699 | — | — | — | 43,762 | 6,001,690 | | Jeff A. Zadoks | 2025 | 700,000 | — | 5,097,987 | — | — | 96,692 | 67,793 | 5,962,472 | | EVP & COO | 2024 | 700,000 | — | 5,454,797 | — | — | 725,567 | 97,746 | 6,978,110 | | | 2023 | 687,500 | — | 5,672,552 | — | — | — | 44,696 | 6,404,748 |

  41. Summary Compensation Table

    _________ (1)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 2025 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, Ms. Gray and Mr. Zadoks, in fiscal years 2025 and 2024, this amount includes two RSU awards and a PRSU award, and in fiscal year 2023, this amount includes three RSU awards and a PRSU award. For Mr. Mainer and Mr. Catoggio, in fiscal year 2025, this amount includes two RSU awards and two PRSU awards, in fiscal year 2024, this amount includes two RSU awards and a PRSU award, and in fiscal year 2023, this amount includes three RSU awards and a PRSU award. For each of the NEOs, one RSU award in fiscal year 2025 represents the bonus earned (or, with respect to Mr. Catoggio, a portion thereof) by such NEO under our Senior Management Bonus Program for fiscal year 2025 performance, which was settled in the form of a RSU award on November 18, 2025, after the end of fiscal year 2025. For additional information about these bonus awards, see Compensation Discussion and Analysis – 2025 Compensation Elements – Annual Bonus (Senior Management Bonus Program) on page 36. For each of the NEOs, one RSU award in fiscal year 2024 represents the bonus earned (or, with respect to Mr. Catoggio, a portion thereof) by such NEO under our Senior Management Bonus Program for fiscal year 2024 performance, which was settled in the form of a RSU award on November 12, 2024, after the end of fiscal year 2024. 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 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. The following table reflects the value at grant date of the fiscal years 2025, 2024 and 2023 PRSU awards vesting at minimum, threshold, target, above-target and maximum performance level vesting percentages.

  42. 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 260% ($) | | Robert V. Vitale | 2025 | — | 3,820,644 | 7,641,288 | 15,282,577 | 19,867,350 | | | 2024 | — | 4,037,646 | 8,075,292 | 16,150,584 | 20,995,760 | | | 2023 | — | 4,219,991 | 8,439,983 | 16,879,966 | 21,943,955 | | Matthew J. Mainer | 2025 | — | 1,026,099 | 2,052,198 | 4,104,396 | 5,335,714 | | | 2025 | — | 1,122,047 | 2,244,095 | 4,488,190 | 5,834,647 | | | 2024 | — | 611,974 | 1,223,948 | 2,447,896 | 3,182,265 | | | 2023 | — | 491,898 | 983,796 | 1,967,592 | 2,557,870 | | Nicolas Catoggio | 2025 | — | 1,383,823 | 2,767,646 | 5,535,292 | 7,195,880 | | | 2025 | — | 1,402,532 | 2,805,064 | 5,610,129 | 7,293,168 | | | 2024 | — | 1,390,798 | 2,781,595 | 5,563,190 | 7,232,147 | | | 2023 | — | 1,207,617 | 2,415,235 | 4,830,469 | 6,279,610 | | Diedre J. Gray | 2025 | — | 1,420,766 | 2,841,532 | 5,683,063 | 7,387,982 | | | 2024 | — | 1,437,872 | 2,875,745 | 5,751,490 | 7,476,937 | | | 2023 | — | 1,389,342 | 2,778,684 | 5,557,368 | 7,224,578 | | Jeff A. Zadoks | 2025 | — | 1,274,742 | 2,549,483 | 5,098,967 | 6,628,657 | | | 2024 | — | 1,382,232 | 2,764,464 | 5,528,928 | 7,187,606 | | | 2023 | — | 1,444,700 | 2,889,400 | 5,778,799 | 7,512,439 |

  43. Summary Compensation Table

    (2)The amounts reported in this column reflect the cash portion of bonuses earned by the NEOs during the fiscal year under our Senior Management Bonus Program. For additional information about these bonus awards, see Compensation Discussion and Analysis – 2025 Compensation Elements – Annual Bonus (Senior Management Bonus Program) on page 36. (3)Amounts in this column for each of the NEOs reflect the aggregate change in present value of the SERP benefit, which was implemented effective February 19, 2024. Because the SERP was not in place in fiscal year 2023, the aggregate change in present value for fiscal year 2024 was equal to the present value of the accumulated benefit as of September 30, 2024. The values reported in this column are (i) theoretical, as the amounts are calculated and presented according to SEC requirements and are based on assumptions used in preparing the Company’s fiscal year 2025 financial statements, and (ii) accounting values not realized by the NEOs during the fiscal year. See Note 18 to the Company’s fiscal year 2025 financial statements in the Company’s Annual Report on Form 10-K for additional information regarding the valuation method and assumptions used to calculate the present value of the accumulated benefit. The SERP and our other defined benefit plans utilize different methods of calculating actuarial present value for the purposes of determining a lump-sum payment, if any, to be paid under each plan. While these amounts appear as lump sum, the normal form of payment in the event of retirement is an annuity and the plan only allows for a lump sum payment for these benefits for certain distribution events. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a NEO will actually accrue under the SERP during any given year. No above-market or preferential earnings under the Deferred Compensation Plan for Key Employees, the Executive Savings Investment Plan or the SERP were reportable for fiscal years 2025, 2024 and 2023. (4)Amounts shown in the “All Other Compensation” column include the following:

  44. Summary Compensation Table

    | Name | Year | Matching Contributions ($) | Life Insurance Premiums ($) | Personal Use of Aircraft ($) (a) | Tax Gross-Ups ($) (b) | Miscellaneous ($) (c) | Total ($) | | Robert V. Vitale | 2025 | 21,000 | 1,176 | 82,072 | 35,176 | 127,944 | 267,368 | | | 2024 | 20,700 | 1,058 | 148,343 | 90,323 | 3,096,221 | 3,356,645 | | | 2023 | 19,800 | 1,058 | 62,598 | 22,430 | — | 105,886 | | Matthew J. Mainer | 2025 | 21,000 | 1,176 | — | 2,974 | — | 25,150 | | | 2024 | 19,969 | 1,058 | 18,044 | 7,224 | — | 46,295 | | | 2023 | 22,870 | 1,058 | 9,859 | 5,692 | — | 39,479 | | Nicolas Catoggio | 2025 | 19,721 | 1,176 | 124,273 | 45,557 | — | 190,727 | | | 2024 | 19,938 | 1,058 | 32,611 | 13,126 | — | 66,733 | | | 2023 | 19,292 | 1,058 | 28,137 | 7,269 | — | 55,756 | | Diedre J. Gray | 2025 | 21,000 | 1,176 | 38,676 | 13,983 | — | 74,835 | | | 2024 | 20,700 | 1,058 | 34,051 | 13,866 | — | 69,675 | | | 2023 | 19,800 | 1,058 | 14,919 | 7,985 | — | 43,762 | | Jeff A. Zadoks | 2025 | 21,000 | 1,176 | 35,050 | 10,567 | — | 67,793 | | | 2024 | 20,700 | 1,058 | 62,074 | 13,914 | — | 97,746 | | | 2023 | 19,800 | 1,058 | 14,266 | 9,572 | — | 44,696 |

  45. 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 IRS’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. (c)For Mr. Vitale, this amount represents personal administrative support provided by Company employees to Mr. Vitale. In fiscal year 2025, the cost of such personal administrative support was $80,489, with $44,229 attributable to compensation provided to such Company employees and $36,260 attributable to the Company’s reimbursement to Mr. Vitale to offset the impact of income taxes related to such personal administrative support. In fiscal year 2024, the cost of such support was $96,221,with $52,777 attributable to compensation provided to such Company employees and $43,444 attributable to the Company’s reimbursement to Mr. Vitale to offset the impact of income taxes relating to such personal administrative support. For Mr. Vitale, in fiscal year 2025, this amount also includes payment of the filing fee and related legal costs incurred in connection with a filing by Mr. Vitale under the HSR Act in the amount of $47,455 and, in fiscal year 2024, this amount also includes a $3,000,000 charitable donation made to Washington University School of Medicine. For additional information about these perquisites, see Compensation Discussion and Analysis – Benefits and Perquisites – Perquisites on page 43.

  46. Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2025

    Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2025 The following table provides, for each of the NEOs, information concerning grants of equity awards made during fiscal year 2025. Awards of RSUs and PRSUs were made under the Post Holdings, Inc. Amended and Restated 2021 Long-Term Incentive Plan. The following table does not reflect (i) the bonuses earned by the NEOs under our Senior Management Bonus Program for fiscal year 2025 performance, which were, at least in part, settled in the form of RSU awards after the end of fiscal year 2025, or (ii) the bonuses earned by the NEOs under our Senior Management Bonus Program for fiscal year 2024 performance, which were, at least in part, settled in the form of RSU awards at the beginning of fiscal year 2025, which RSU awards 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 2025 performance.

  47. Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2025

    | | | | 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 | 11/12/2024 | 21,874 | 43,747 | 87,494 | 113,742 | | 7,641,288 | | | RSUs | 11/12/2024 | | | | | 43,747 | 4,767,548 | | Matthew J. Mainer | PRSUs | 11/12/2024 | 5,875 | 11,749 | 23,498 | 30,547 | | 2,052,198 | | | PRSUs | 03/27/2025 | 5,187 | 10,373 | 20,746 | 26,970 | | 2,244,095 | | | RSUs | 11/12/2024 | | | | | 11,749 | 1,280,406 | | Nicolas Catoggio | PRSUs | 11/12/2024 | 7,923 | 15,845 | 31,690 | 41,197 | | 2,767,646 | | | PRSUs | 03/27/2025 | 6,483 | 12,966 | 25,932 | 33,712 | | 2,805,064 | | | RSUs | 11/12/2024 | | | | | 15,845 | 1,726,788 | | Diedre J. Gray | PRSUs | 11/12/2024 | 8,134 | 16,268 | 32,536 | 42,297 | | 2,841,532 | | | RSUs | 11/12/2024 | | | | | 16,268 | 1,772,887 | | Jeff A. Zadoks | PRSUs | 11/12/2024 | 7,298 | 14,596 | 29,192 | 37,950 | | 2,549,483 | | | RSUs | 11/12/2024 | | | | | 14,596 | 1,590,672 |

  48. Grants of Plan-Based Awards for the Fiscal Year Ended September 30, 2025

    _________ (1)These columns consist of the threshold, target, above-target and maximum number of PRSUs granted in fiscal year 2025 that will vest based on the Company’s total shareholder return over a three-year performance period ending September 30, 2027. 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, 2027. (2)This column contains the number of RSUs granted in fiscal year 2025. (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 ($108.98 per share for awards granted on November 12, 2024), and (b) the grant date fair value of PRSUs, which was calculated assuming 100% attainment of target with a fair value of $174.67 per share for awards granted on November 12, 2024 and $216.34 per share for awards granted on March 27, 2025 and in accordance with FASB ASC Topic 718.

  49. Outstanding Equity Awards at September 30, 2025

    Outstanding Equity Awards at September 30, 2025 The following table sets forth information on exercisable and unexercisable options and unvested RSU and PRSU awards held by the NEOs on September 30, 2025. The numbers contained in the following table reflect the equity award adjustments made in connection with the BellRing Spin-off.

  50. Outstanding Equity Awards at September 30, 2025

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (11) | 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 ($) (11) | | | Robert V. Vitale | 44,153(1) | — | 54.06 | | 11/13/2027 | 18,245(2) | 1,960,973 | 142,308(8) | 15,295,307 | | | | | | | | | 37,396(3) | 4,019,322 | 145,844(9) | 15,675,356 | | | | | | | | | 23,227(4) | 2,496,438 | 87,494(10) | 9,403,855 | | | | | | | | | 43,747(5) | 4,701,928 | | | | | Matthew J. Mainer | — | — | | — | — | 609(6) | 65,455 | 16,588(8) | | 1,782,878 | | | | | | | | 2,127(2) | 228,610 | 22,105(9) | | 2,375,867 | | | | | | | | 5,668(3) | 609,197 | 23,498(10) | | 2,525,565 | | | | | | | | 6,008(4) | 645,740 | 20,746(10) | | 2,229,780 | | | | | | | | 11,749(5) | 1,262,783 | | | | | Nicolas Catoggio | — | — | | — | — | 5,415(2) | 582,004 | 40,724(8) | | 4,376,994 | | | | | | | | 11,602(7) | 1,246,983 | 50,237(9) | | 5,399,494 | | | | | | | | 12,882(3) | 1,384,557 | 31,690(10) | | 3,406,041 | | | | | | | | 3,326(4) | 357,478 | 25,932(10) | | 2,787,171 | | | | | | | | 15,845(5) | 1,703,021 | | | | | Diedre J. Gray | — | — | | — | — | 6,007(2) | 645,632 | 46,852(8) | | 5,035,653 | | | | | | | | 13,318(3) | 1,431,419 | 51,938(9) | | 5,582,253 | | | | | | | | 8,300(4) | 892,084 | 32,536(10) | | 3,496,969 | | | | | | | | 16,268(5) | 1,748,485 | | | | | Jeff A. Zadoks | — | — | | — | — | 6,246(2) | 671,320 | 48,719(8) | | 5,236,297 | | | | | | | | 12,802(3) | 1,375,959 | 49,928(9) | | 5,366,240 | | | | | | | | 9,538(4) | 1,025,144 | 29,192(10) | | 3,137,556 | | | | | | | | 14,596(5) | 1,568,778 | | | |

  51. Outstanding Equity Awards at September 30, 2025

    _________ (1)Non-qualified stock options; exercisable in equal installments on November 13, 2018, 2019 and 2020. (2)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. (3)RSUs; restrictions lapse in equal installments on November 14, 2024, 2025 and 2026. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (4)RSUs; restrictions lapse in one installment on November 12, 2025. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date. (5)RSUs; restrictions lapse in equal installments on November 12, 2025, 2026 and 2027. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. (6)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. (7)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. (8)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 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, 2022 through September 30, 2025, 260% of the target amount of these PRSUs (as reflected in the table) vested on October 22, 2025. For additional information, see Compensation Discussion and Analysis - 2025 Compensation Elements - Long-Term Incentives - Fiscal Year 2023 PRSU Achievement. (9)PRSUs; vest in one installment after September 30, 2026, but no later than December 31, 2026. The PRSUs will be paid in shares of the Company’s common stock, cash and/or other consideration (as determined by the Corporate Governance and Compensation Committee) 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. (10)PRSUs; vest in one installment after September 30, 2027, but no later than December 31, 2027. The PRSUs will be paid in shares of the Company’s common stock, cash and/or other consideration (as determined by the Corporate Governance and Compensation Committee) 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. (11)Based on our closing stock price of $107.48 on September 30, 2025.

  52. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  53. Pension Benefits

    Pension Benefits In fiscal year 2024, we adopted the Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan, an unfunded, non-qualified defined benefit retirement plan for a select group of management employees of the Company, including our NEOs. This plan is a supplemental program that enables the Company to better attract, retain and motivate outstanding talent who make important contributions to the Company’s success. Among other things, the SERP supplements the benefits available under the Post Holdings, Inc. Savings Investment Plan, which is subject to IRS limits that inhibit NEOs from receiving the same benefits as other employees under that plan. The SERP provides a cash balance benefit for each participant, which benefit accrues as a percentage of certain components of the participant’s compensation for each year of service and is reflected in an unfunded cash balance bookkeeping account established for the participant. Beginning with the plan year commencing October 1, 2024, each February, the account of each plan participant who remains employed by the Company as of the date of allocation is credited with a pay credit equal to a percentage of the participant’s annualized base salary and target annual bonus compensation, as of the immediately preceding December 1st. Applicable percentages vary depending on the participant’s role within the Company. Currently, the pay credit percentages under the SERP are 5% for the President and CEO, 4% for other NEOs and 3% for other eligible employees. In fiscal year 2025, in direct response to feedback received from our shareholders, the SERP was amended to provide that no additional pay credits or portions thereof will be allocated to the account of the President and CEO after his aggregate account balance reaches $2.5 million (net of typical deductions). See the section 2025 Say-on-Pay Vote and Shareholder Engagement on page 26 for further information regarding our shareholder engagement on this matter. A participant becomes fully vested in the benefit if they remain continuously employed by the Company through the participant’s retirement date. Under the SERP, a participant’s retirement date is the date on which the participant has reached either (i) age 55 with 10 or more years of service with the Company or its affiliates or (ii) age 65 with 5 or more years of service with the Company or its affiliates. If a participant becomes disabled, the participant dies while employed or the participant is separated from service in connection with a change in control of the Company, vesting will be accelerated to 100%. Each participant in the plan as of February 19, 2024 was credited with an opening credit, based upon years of past service with the Company. These opening credits vest based on the participant’s years of service (only considering service on or after February 19, 2024), at approximately 33% per year, provided the participant remains continuously employed with the Company through their retirement date. In addition, each February, each participant’s account is credited with an interest credit equal to the interest rate selected by the Corporate Governance and Compensation Committee for that year multiplied by the participant’s account balance as of the preceding December 1st. Provided the vesting conditions are met, participants in the SERP will receive payment of the vested amount upon (i) retirement, (ii) disability, (iii) death, (iv) a change in control of the Company, where the participant incurs a separation from service within three months prior to the change in control, or (v) the participant’s separation from service within the 24-month period beginning on the date of the change in control. Distributions will be made in the form of a lump sum payment or in annual installments depending on the distribution event.

  54. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Robert V. Vitale | Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan | 13.66 | 2,153,582 | — | | Matthew J. Mainer | Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan | 10.72 | 438,272 | — | | Nicolas Catoggio | Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan | 4.05 | 212,877 | — | | Diedre J. Gray | Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan | 13.66 | 752,296 | — | | Jeff A. Zadoks | Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan | 13.66 | 811,723 | — |

  55. Pension Benefits

    (1) Represents the number of years of service credited to the participant under the SERP, computed as of the same plan measurement date used pursuant to the Company’s fiscal year 2025 financial statements. Under the SERP, “Years of Service” means the participant’s full number of complete years (365 days or 366 days, as applicable) of continuous employment with the Company and/or its affiliates. A participant’s period of service with any acquired or predecessor employer, to the extent not otherwise counted under the SERP, will also be taken into consideration in determining the participant’s Years of Service to the extent, and under such conditions, as may be determined by the SERP’s administrator in the administrator’s sole discretion. As discussed above, a participant’s Years of Service is relevant for determining whether a participant’s benefit under the SERP is vested, primarily as it relates to determination of when the participant has reached the retirement date under the SERP. For purposes of determining whether a participant’s opening credit is vested, only service on or after February 19, 2024 (the effective date of the SERP) is taken into consideration. Although Years of Service was considered in determining the amount of each participant’s opening credit, each participant was allocated a specified dollar amount and Years of Service credited under the SERP will only impact the vesting of such amount. (2) The accumulated benefit is calculated based on credited service and compensation as of September 30, 2025. The values reported in this column are (i) theoretical, as the amounts are calculated and presented according to SEC requirements and (ii) based on assumptions used in preparing the Company’s fiscal year 2025 financial statements. See Note 18 to the Company’s fiscal year 2025 financial statements in the Company’s Annual Report on Form 10-K for additional information regarding the valuation method and assumptions used to calculate the present value of the accumulated benefit. The SERP uses a different method of calculating actuarial present value for the purposes of determining a lump sum payment, if any, under the plan.

  56. 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 2025. 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 2025. 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, 2025.

  57. 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 | — | — | 221,696 | — | 2,157,147 | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Matthew J. Mainer | Executive Savings Investment Plan | 76,917 | — | 44,392 | — | 489,665 | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Nicolas Catoggio | Executive Savings Investment Plan | — | — | — | — | — | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Diedre J. Gray | Executive Savings Investment Plan | 80,000 | — | 141,966 | — | 1,088,178 | | | Deferred Compensation Plan for Key Employees | — | — | — | — | — | | Jeff A. Zadoks | Executive Savings Investment Plan | 28,000 | — | 110,289 | — | 917,694 | | | Deferred Compensation Plan for Key Employees | — | — | 11,889 | — | 97,094 |

  58. 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, 2025. (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 2024 or 2023.

  59. 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, 2025 is below. In addition, information about treatment of equity awards, non-qualified deferred compensation and non-qualified defined benefits in the event of involuntary termination and/or a change in control if such event occurred in fiscal year 2025 is provided below.

  60. 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, 2025, the Company had MCAs in effect with the following NEOs: Mr. Vitale, Ms. Gray and Mr. Zadoks. 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.

  61. 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 and Mainer are eligible for severance benefits in conjunction with a change in control as described herein.

  62. Equity Grant Agreements

    Equity Grant Agreements Equity awards granted to officers under the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the “2016 LTIP”), the Post Holdings, Inc. 2019 Long-Term Incentive Plan (the “2019 LTIP”), the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”) and the Post Holdings, Inc. Amended and Restated 2021 Long-Term Incentive Plan (the “A&R 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. With the exception of PRSUs granted to Ms. Gray and Messrs. Vitale and Zadoks on November 15, 2022, November 14, 2023 and November 12, 2024 and PRSUs granted to Messrs. Catoggio and Mainer on November 15, 2022, November 14, 2023, November 12, 2024 and March 27, 2025, 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, the 2021 LTIP and the A&R 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, the 2021 LTIP and the A&R 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. Catoggio, Mainer, Vitale and Zadoks on November 15, 2022, November 14, 2023 and November 12, 2024 and the one RSU award granted to Mr. Mainer on December 1, 2021 which remained outstanding as of the close of fiscal year 2025, 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. PRSUs granted on November 15, 2022, November 14, 2023 and November 12, 2024 to Messrs. Vitale and Zadoks and Ms. Gray and PRSUs granted to Messrs. Catoggio and Mainer on November 15, 2022, November 14, 2023, November 12, 2024 and March 27, 2025 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 2023, 2024 and 2025, 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 A&R 2021 LTIP), 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, 2022, October 1, 2023 or October 1, 2024 (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, 2022, October 1, 2023 or October 1, 2024 (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, 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. 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, 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. Additional vesting rules for equity awards are as follows: •Equity awards issued to officers under the 2016 LTIP, the 2019 LTIP, the 2021 LTIP and the A&R 2021 LTIP vest in whole or in part upon a termination because of death or disability. •With respect to the time-based RSUs with three-year-ratable vesting schedules granted to Mr. Catoggio on November 15, 2022, November 14, 2023 and November 12, 2024, if 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 the award fully vests. •RSUs granted to Mr. Catoggio on 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 vest 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 2024 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, November 2023 and November 2024, provide for vesting upon Retirement (generally defined as a participant, after providing one month’s prior written notice and executing a restrictive covenant 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 2024 also provide for vesting upon involuntary termination by the Company without cause. The TSR PRSU awards granted to the NEOs in November 2022, November 2023 and November 2024, and to Messrs. Catoggio and Mainer in March 2025, 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.

  63. Equity Grant Agreements

    •Additionally, under the Plan, in the event that an executive has an equity award covered under a Company 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 a Company 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. 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. No stock options were granted to the NEOs under the 2019 LTIP or the 2021 LTIP. As of September 30, 2025, no stock options had been granted to the NEOs under the A&R 2021 LTIP. See the below table for the value of stock and option awards at termination.

  64. Non-qualified Deferred Compensation

    Non-qualified 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 non-qualified 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.

  65. Non-qualified Defined Benefits - SERP

    Non-qualified Defined Benefits - SERP A select group of management employees of the Company, including the NEOs, participate in the Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan, which was adopted and became effective in fiscal year 2024. The SERP provides a cash balance benefit for each participant, which benefit accrues as a percentage of certain components of the participant’s compensation for each year of service and is reflected in an unfunded cash balance bookkeeping account established for the participant. Each year, the account of each plan participant who remains employed by the Company as of the date of allocation is credited with a pay credit and interest credit. In connection with the initial adoption of the SERP in fiscal year 2024, each participant as of the effective date of the SERP was credited with an unvested opening credit based on years of past service with the Company. A participant becomes fully vested in the pay credits and interest credits in their account if they remain continuously employed by the Company or its affiliates through the participant’s retirement date. Under the SERP, a participant’s retirement date is the date on which the participant has reached either (i) age 55 with 10 or more years of service with the Company or its affiliates or (ii) age 65 with 5 or more years of service with the Company or its affiliates. Currently, Messrs. Vitale and Zadoks meet the retirement age requirements under the SERP. Participants become vested in opening credits based on the participant’s years of service (only considering service on or after February 19, 2024), at approximately 33% per year, provided the participant remains continuously employed with the Company through their retirement date. If a participant becomes disabled, dies while employed or is separated from service in connection with a change in control of the Company, a participant’s account will become fully vested. Other than in the case of disability, death or in connection with a change in control, if a participant incurs a separation from service without having reached retirement age, the participant will forfeit any unvested portion of their account. If any participant incurs a termination of employment for Cause (as defined in the SERP), the participant’s account, whether vested or unvested, will be immediately forfeited and the participant will not be entitled to any benefit under the SERP. Distribution of vested benefits under the SERP will be made in the form of a lump sum payment or annual installments depending on the distribution event as follows: •Retirement. If a participant’s SERP account is distributed on account of retirement on or after the retirement age, the vested account balance will be paid in five substantially equal annual cash installments, with the first payment made within 90 days following the separation date and subsequent payments paid on each anniversary of the separation date (subject to acceleration of the installments and payment of the remainder in a single cash lump sum payment if a change in control occurs before the installments are made or the participant dies before all payments are made). •Change in Control (Pre-CIC period). If a participant’s SERP account is distributed as a result of a termination in connection with a change in control (as defined in the SERP), where the participant experiences a separation from service within the three months prior to the change in control, the account balance will fully vest and be paid in a single cash lump sum payment within 90 days following the change in control date. •Change in Control (Post-CIC period). If a participant’s SERP account is distributed as a result of a termination in connection with a change in control (as defined in the SERP), where the participant experiences a separation from service within the 24-month period beginning on the date of the change in control, the account balance will fully vest and be paid in a single cash lump sum payment within 90 days following the separation date. •Death. If a participant’s SERP account is distributed as a result of the participant’s death, the account balance will fully vest and be paid to the participant’s beneficiary in a single cash lump sum payment as soon as practicable following the participant’s death. •Disability. If a participant’s SERP account is distributed as a result of the participant’s disability (as defined in the SERP), the account balance will fully vest and be paid to the participant in a single cash lump sum payment as soon as practicable following the date of the participant’s disability. 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, 2025.

  66. Non-qualified Defined Benefits - SERP

    | 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) | — | 8,388,750(1) | 10,436,539(2) | — | | | Value of Stock and Option Awards(3) | —(4) | 13,966,322 | 51,368,561 | 51,368,561 | | | Non-qualified Deferred Compensation(5) | 2,157,147(6) | 2,157,147(6) | 2,157,147(7) | 2,157,147(6) | | | Non-qualified Defined Benefits - SERP | 878,000(8) | 878,000 | 2,128,000(9) | 2,128,000 | | | Health Benefits and Insurance | — | 2,826 | 61,176 | —(10) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 3,035,147 | 25,468,045 | 66,171,423 | 55,653,708 | | Matthew J. Mainer | Cash (Salary and Bonus) | — | 3,520,000(1) | 3,826,161(2) | — | | | Value of Stock and Option Awards(3) | — | 2,732,728 | 11,261,754 | 11,261,754 | | | Non-qualified Deferred Compensation(5) | 489,665(11) | 489,665(11) | 489,665(12) | 489,665(11) | | | Non-qualified Defined Benefits - SERP | —(8) | — | 425,737(9) | 425,737 | | | Health Benefits and Insurance | — | 1,392 | 33,656 | —(10) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 489,665 | 6,818,785 | 16,056,973 | 12,177,156 | | Nicolas Catoggio | Cash (Salary and Bonus) | — | 3,753,750(1) | 5,012,955(2) | — | | | Value of Stock and Option Awards(3) | — | 5,289,023 | 20,373,156 | 20,373,156 | | | Non-qualified Deferred Compensation(5) | — | — | — | — | | | Non-qualified Defined Benefits - SERP | —(8) | — | 206,789(9) | 206,789 | | | Health Benefits and Insurance | — | 4,079 | 87,971 | —(10) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | — | 9,121,852 | 25,700,871 | 20,579,945 | | Diedre J. Gray | Cash (Salary and Bonus) | — | 3,520,000(1) | 4,385,054(2) | — | | | Value of Stock and Option Awards(3) | — | 4,843,182 | 18,048,579 | 18,048,579 | | | Non-qualified Deferred Compensation(5) | 1,088,178(13) | 1,088,178(13) | 1,088,178(14) | 1,088,178(13) | | | Non-qualified Defined Benefits - SERP | —(8) | — | 730,781(9) | 730,781 | | | Health Benefits and Insurance | — | 4,271 | 87,971 | —(10) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 1,088,178 | 9,530,631 | 24,360,563 | 19,867,538 | | Jeff A. Zadoks | Cash (Salary and Bonus) | — | 3,730,000(1) | 4,754,006(2) | — | | | Value of Stock and Option Awards(3) | —(15) | 4,938,155 | 17,636,716 | 17,636,716 | | | Non-qualified Deferred Compensation(5) | 1,014,788(16) | 1,014,788(16) | 1,014,788(17) | 1,014,788(16) | | | Non-qualified Defined Benefits - SERP | 328,645(8) | 328,645 | 799,045(9) | 799,045 | | | Health Benefits and Insurance | — | 2,826 | 61,176 | —(10) | | | Outplacement Assistance | — | 75,000 | 20,000 | — | | | Total | 1,343,433 | 10,089,414 | 24,285,731 | 19,450,549 |

  67. Non-qualified Defined Benefits - SERP

    (1)For purposes of this calculation, the Company assumes that performance goals were achieved. (2)Net present value calculated using a discount rate of 4.81%. (3)All unvested RSU, PRSU and option awards were valued at the closing price of our common stock on September 30, 2025 of $107.48. (4)In the event that Mr. Vitale provides one month’s prior written notice of retirement and executes a restrictive covenant agreement, $51,368,561 in stock and option awards would vest upon his retirement. (5)All amounts to be paid in lump sum unless otherwise specified. (6)Of this amount, $1,699,363 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)Amount reflects what would be paid in connection with retirement. Any other form of voluntary termination would result in forfeiture of benefits. (9)In the event of a change in control without an involuntary termination, no amounts would be paid out under the SERP. (10)In the event of death, all full-time 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. (11)Of this amount, $79,997 plus aggregate earnings on such amount would be paid out in five annual installments and $129,621 plus aggregate earnings on such amount would be paid out in ten annual installments. (12)In the event of a change in control without an involuntary termination, Mr. Mainer also would receive this amount. (13)Of this amount, $44,973 plus aggregate earnings on such amount would be paid out in five annual installments and $357,241 plus aggregate earnings on such amount would be paid out in ten annual installments. (14)In the event of a change in control without an involuntary termination, Ms. Gray also would receive this amount. (15)In the event that Mr. Zadoks provides one month’s prior written notice of retirement and executes a restrictive covenant agreement, $17,636,716 in stock and option awards would vest upon his retirement. (16)Of this amount, $318,846 plus aggregate earnings on such amount would be paid out in five annual installments. (17)In the event of a change in control without an involuntary termination, Mr. Zadoks 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 2025. The annual total compensation of our median employee was $95,061. The annual total compensation of our Chief Executive Officer was $16,632,891. The ratio of our Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation was 175:1. 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 $21,677 and $11,446, 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 2025, we concluded that we could continue to use the same median employee identified in fiscal year 2024 as, in accordance with SEC rules and regulations, there have been no significant changes in our employee population, our employee compensation arrangements or our median employee’s status that we reasonably believe would significantly impact our pay ratio disclosure; provided, however, we excluded approximately 1,570 employees of 8th Avenue and 40 employees of PPI, as we acquired each of these businesses during fiscal year 2025. We used the following methodology and material assumptions to identify our median employee in fiscal year 2024: •The median employee was identified using employee information as of July 1, 2024, excluding our Chief Executive Officer. We excluded employees based in Kenya (127), Spain (6), 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 11,900 who were employed by the Company or subsidiaries consolidated in the Company’s financial statements as of July 1, 2024, an employee population of approximately 11,760 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 Adjusted EBITDA, which we chose as our Company-selected financial performance measure. The below tables and disclosures do not 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

    | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Year | for Current PEO ($)(1) | for Interim PEO ($)(1) | to Current PEO ($)(1)(2)(3) | to Interim 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) | Adjusted EBITDA ($ in billions)(5) | | 2025 | 16,621,445 | — | 14,967,589 | — | 7,134,702 | 6,462,945 | 183.25 | 107.00 | 335.7 | 1.519 | | 2024 | 21,963,675 | 6,978,110 | 44,585,899 | 14,455,262 | 5,814,851 | 12,307,458 | 197.35 | 126.32 | 366.7 | 1.404 | | 2023 | 17,359,796 | — | 20,678,622 | — | 5,457,918 | 6,165,965 | 146.18 | 113.94 | 301.3 | 1.233 | | 2022 | 15,475,418 | — | 19,312,412 | — | 4,470,515 | 5,922,265 | 139.65 | 111.28 | 756.6 | 0.964 | | 2021 | 14,288,491 | — | 23,608,658 | — | 6,128,233 | 8,539,535 | 128.09 | 105.62 | 166.7 | 1.123 |

  71. Pay Versus Performance

    (1)Robert V. Vitale is our current principal executive officer (“PEO”) and was our PEO for the entirety of each fiscal year presented except for fiscal year 2024, during which he took a medical leave of absence from November 2, 2023 through January 30, 2024. During Mr. Vitale’s medical leave of absence in fiscal year 2024, Jeff A. Zadoks served as our interim PEO. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.

  72. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Jeff A. Zadoks | Jeff A. Zadoks | Matthew J. Mainer | Matthew J. Mainer | Matthew J. Mainer | | Howard A. Friedman | Nicolas Catoggio | Jeff A. Zadoks | Nicolas Catoggio | Nicolas Catoggio | | Diedre J. Gray | Diedre J. Gray | Nicolas Catoggio | Diedre J. Gray | Diedre J. Gray | | Mark W. Westphal | Mark W. Westphal | Diedre J. Gray | Mark W. Westphal | Jeff A. Zadoks | | | | 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 for fiscal year 2025. 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. Amounts in the Exclusion of Change in Pension Value columns below reflect the aggregate change in present value of the SERP benefit, which are reported in the Changes in Pension Value and Non-Qualified Deferred Compensation Earnings column set forth in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost columns below are based on the amount of service cost attributable to services rendered during the listed year.

  74. Pay Versus Performance

    | Year | Summary Compensation Table Total for Current PEO ($) | Exclusion of Change in Pension Value for Current PEO ($) | Exclusion of Stock Awards for Current PEO ($) | Inclusion of Pension Service Cost for Current PEO ($) | Inclusion of Equity Values for Current PEO ($) | Compensation Actually Paid to Current PEO ($) | | 2025 | 16,621,445 | (261,532) | (14,811,295) | 129,984 | 13,288,987 | 14,967,589 |

  75. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 7,134,702 | (83,049) | (6,175,888) | 39,157 | 5,548,023 | 6,462,945 |

  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 Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Current PEO ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Current PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Current PEO ($) | Total - Inclusion of Equity Values for Current PEO ($) | | 2025 | 15,498,423 | (675,890) | — | (1,533,546) | — | — | 13,288,987 |

  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 ($) | | 2025 | 6,180,686 | (219,275) | — | (413,388) | — | — | 5,548,023 |

  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, 2025, filed with the SEC on November 21, 2025. 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 Adjusted EBITDA, which is a non-GAAP financial measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our current PEO and Non-PEO NEOs in fiscal year 2025. Please refer to Annex B for an explanation of the adjustments made to net earnings to determine Adjusted EBITDA, for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure and for other related information. For fiscal year 2025, the Adjusted EBITDA presented is not the Company’s fiscal year 2025 Adjusted EBITDA as reflected in our earnings release issued on November 20, 2025, as the Adjusted EBITDA used for bonus determinations excluded the results of 8th Avenue, which we acquired three-quarters of the way through fiscal year 2025. 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 current PEO, the Compensation Actually Paid to our former interim 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 five 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 current PEO, the Compensation Actually Paid to our former interim PEO and the average of the Compensation Actually Paid to our remaining NEOs with our net income during the five 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 current PEO, the Compensation Actually Paid to our former interim PEO and the average of the Compensation Actually Paid to our remaining NEOs with our Company-selected financial performance measure, Adjusted EBITDA, during the five most recently completed fiscal years. Post Holdings Adjusted EBITDA (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, 2025

    DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2025 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. All non-employee directors receive an annual retainer of $100,000. Effective March 1, 2025, the chairman of the Audit Committee receives an additional annual retainer of $25,000 and the chairman of the Corporate Governance and Compensation Committee receives an additional annual retainer of $20,000 (prior to March 1, 2025, the additional annual retainers were $20,000 and $15,000, respectively). The Lead Director receives an additional annual retainer of $30,000. In addition to cash compensation, all non-employee directors receive an annual grant in the form of RSUs valued at approximately $165,000 (or $265,000 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, and upon termination of Board service in connection with a change in control of the Company. 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 40 for more details. The following table sets forth the compensation paid to non-management directors for fiscal year 2025, other than reimbursement for travel expenses.

  82. DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5)(6) | Total ($) | | Dorothy M. Burwell | 100,000 | 167,312 | — | — | 33,330 | 300,642 | | Gregory L. Curl | 100,000 | 167,312 | — | — | 33,330 | 300,642 | | Thomas C. Erb | 100,000 | 167,312 | — | — | 33,330 | 300,642 | | Robert E. Grote(1) | 47,944 | — | — | — | 15,980 | 63,924 | | Ellen F. Harshman(1) | 33,065 | — | — | — | 11,020 | 44,085 | | David W. Kemper | 142,649 | 167,312 | — | — | 47,545 | 357,506 | | Jennifer Kuperman | 100,000 | 167,312 | — | — | 33,330 | 300,642 | | David P. Skarie | 112,783 | 167,312 | — | — | 37,590 | 317,685 | | William P. Stiritz | 100,000 | 261,425 | — | — | 184,603 | 546,028 |

  83. DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2025

    _________ (1)Mr. Grote and Ms. Harshman retired from the Board of Directors effective January 30, 2025. Accordingly, their annual retainers were pro-rated based on their retirement date. (2)These amounts represent the grant date fair value of 1,600 RSUs (2,500 RSUs for Mr. Stiritz) granted on February 4, 2025. 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 2025 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, and upon termination of Board service in connection with a change in control of the Company. (3)The number of unvested RSUs held by each non-management director, other than Mr. Stiritz, as of September 30, 2025 was 1,600 RSUs. Mr. Stiritz held 2,500 unvested RSUs as of September 30, 2025. (4)As of September 30, 2025, none of the non-management directors had options or SARs outstanding. (5)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. (6)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 $33,330; (b) payment of the filing fee and related legal costs incurred in connection with a filing by Mr. Stiritz under the HSR Act in the amount of $137,718 (which was required because the dollar value of shares held by Mr. Stiritz had the potential to exceed thresholds established under the HSR Act and the Corporate Governance and Compensation Committee considered appropriate to pay because they arose as a result of shares of our common stock acquired by Mr. Stiritz under our equity compensation programs and stock price appreciation); and (c) personal use of aircraft for the fiscal year ended September 30, 2025; the cost for such use was $13,555. Of such $13,555: (i) the incremental cost to us was $11,119, 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 2025 and multiplying such amount by Mr. Stiritz’s total number of flight hours for non-business use for fiscal year 2025. 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 IRS’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 $2,436.