8-K - POST - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2022

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri	001-35305		45-3355106
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
2503 S. Hanley Road	St. Louis,	Missouri	63144
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	POST	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(b) and (c) Appointment of Jeff A. Zadoks as Executive Vice President and Chief Operating Officer and Appointment of Matthew J. Mainer as Senior Vice President, Chief Financial Officer and Treasurer.

On November 16, 2022, Post Holdings, Inc. (“Post” or the “Company”) promoted Jeff A. Zadoks, currently the Company’s Executive Vice President and Chief Financial Officer, to the role of Executive Vice President and Chief Operating Officer, effective on December 1, 2022 (the “Effective Date”). Mr. Zadoks’s new role will include working with each of the presidents of Post’s operating businesses to drive operational excellence, better collaboration, cost reduction and revenue opportunities across the portfolio. As of the Effective Date, Mr. Zadoks will no longer serve as the Company’s principal financial officer.

The information regarding Mr. Zadoks required by Items 401(b), (d) and (e) of Regulation S-K was previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which was filed with the United States Securities and Exchange Commission (the “SEC”) on November 17, 2022 (the “2022 Form 10-K”).

There are no arrangements or understandings pursuant to which Mr. Zadoks was selected for his position, Mr. Zadoks has no family relationship with any directors or executive officers of the Company and there have not been any related party transactions involving Mr. Zadoks (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, and in conjunction with the Company’s established cycle of evaluating executive compensation, effective as of the Effective Date, Mr. Zadoks’s base salary was set at $700,000 for fiscal year 2023 (compared to $625,000 for fiscal year 2022), and his bonus target (as a percentage of base salary) was set at 110% for fiscal year 2023 (compared to 100% for fiscal year 2022). In addition, Mr. Zadoks received the equity awards disclosed below. Mr. Zadoks will continue to participate in the Company’s incentive plans as described in the Company’s most recently filed Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on December 6, 2021 (the “2021 Proxy Statement”).

In addition, on November 16, 2022, Post promoted Matthew J. Mainer, currently the Company’s Senior Vice President and Treasurer, to Senior Vice President, Chief Financial Officer and Treasurer, effective on the Effective Date. As of the Effective Date, Mr. Mainer will serve as the Company’s principal financial officer.

The information regarding Mr. Mainer required by Items 401(b), (d) and (e) of Regulation S-K was previously disclosed in the 2022 Form 10-K.

There are no arrangements or understandings pursuant to which Mr. Mainer was selected for his position, Mr. Mainer has no family relationship with any directors or executive officers of the Company and there have not been any related party transactions involving Mr. Mainer (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, and in conjunction with the Company’s established cycle of evaluating executive compensation, effective as of the Effective Date, Mr. Mainer’s base salary was set at $450,125 for fiscal year 2023 (compared to $338,440 for fiscal year 2022), and his bonus target (as a percentage of base salary) was set at 100% for fiscal year 2023 (compared to 50% for fiscal year 2022). Mr. Mainer also received an award of 6,380 restricted stock units on the New RSU Form (defined below), the terms of which are discussed in greater detail below, and a target award of 6,380 performance-based, stock-settled restricted stock units on the New PRSU Form (defined below), the terms of which are discussed in greater detail below. Mr. Mainer also participates in the Post Holdings, Inc. Senior Management Bonus Program (the “Senior Management Bonus Program”) and the Post Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”), the terms of which were described in detail in the 2021 Proxy Statement. In addition, in connection with his appointment, Mr. Mainer entered into an indemnification agreement with the Company, in the form previously entered into by the Company with its executive officers and directors and a copy of which was listed as an exhibit to the 2022 Form 10-K.

The foregoing descriptions of the compensation arrangements of Mr. Zadoks and Mr. Mainer do not purport to be complete and are qualified in their entirety by the descriptions of the Company’s incentive plans in the 2021 Proxy Statement and the applicable agreements.

A copy of the Company’s press release announcing the appointments of Mr. Zadoks and Mr. Mainer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(e) Executive Officer Compensation Awards.

As part of the Company’s established cycle of evaluating and granting equity awards to its executive officers in conjunction with its fiscal year end financial reporting calendar, the Corporate Governance and Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the grant of certain stock-based awards to its executive officers on November 15, 2022.

The Committee approved awards of restricted stock units (“RSUs”) to its executive officers (the “Executive Officer RSU Awards”) under the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”). The following table sets forth the Executive Officer RSU Awards:

Name	Position	RSUs
Robert V. Vitale	President and Chief Executive Officer	54,734
Jeff A. Zadoks	Executive Vice President and Chief Financial Officer	18,738
Diedre J. Gray	Executive Vice President, General Counsel and Chief Administrative Officer, Secretary	18,020
Nicolas Catoggio	President and Chief Executive Officer, Post Consumer Brands	16,243
Mark W. Westphal	President, Foodservice	16,580

Each of the Executive Officer RSU Awards is settled in stock and vests in equal installments on the first, second and third anniversaries of the date of grant, subject to continued employment and to certain acceleration events as described in the award agreements, including upon retirement provided certain conditions set forth in the award agreements are satisfied.

In addition, the Committee approved awards of performance-based, stock-settled restricted stock units (“PRSUs”) to its executive officers under the Plan. The performance metric for these PRSUs is the Company’s total shareholder return (“TSR”) ranking compared to the TSR rankings of peer companies over a three-year period, with the following percentage vesting schedule:

Relative TSR Percentile Rank	Vesting Percentage (of Target)
≥85th	260%
75th	200%
50th	100%
25th	50%
<25th	0%

The following table sets forth the target number of PRSUs which were awarded to the Company’s executive officers:

Name	Position	PRSUs
Robert V. Vitale	President and Chief Executive Officer	54,734
Jeff A. Zadoks	Executive Vice President and Chief Financial Officer	18,738
Diedre J. Gray	Executive Vice President, General Counsel and Chief Administrative Officer, Secretary	18,020
Nicolas Catoggio	President and Chief Executive Officer, Post Consumer Brands	15,663
Mark W. Westphal	President, Foodservice	16,580

Vesting of the PRSUs would accelerate, in whole or in part, in certain events, as described in the award agreements and per the terms of the Executive Severance Plan. In addition, the PRSUs would not be forfeited solely due to an executive’s retirement, provided certain conditions set forth in the award agreement are satisfied.

The Committee also approved an award to Mr. Catoggio of 11,602 RSUs on the form of cliff-vesting, stock-settled RSU agreement (the “Cliff-Vested RSU Award“), which was approved by the Committee on September 24, 2022 and filed as an exhibit to the 2022 Form 10-K. The Cliff-Vested RSU Award will vest on the fourth anniversary of the date of grant, subject to continued employment, provided that upon an involuntary termination without cause occurring on or after the first anniversary of the date of grant, all or a portion of the award will vest at the time of such termination in accordance with the terms of the

award agreement and the Executive Severance Plan, and subject to certain other acceleration events as described in the award agreement.

The above summary is qualified in all respects by the terms of the Plan and the applicable award agreements.

(e) Approval of New Forms of Award Agreements.

On November 15, 2022, the Committee approved the form of award agreement used for the Executive Officer RSU Awards and Mr. Mainer’s RSU award described above (the “New RSU Form”), the terms of which are described in connection with the Executive Officer RSU Awards above. Such description of the terms of the New RSU Form above does not purport to be complete and is qualified in its entirety by reference to the full text of the New RSU Form, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

On November 15, 2022, the Committee also approved the form of award agreement used for the PRSU awards described above (the “New PRSU Form”), the terms of which are described in connection with the executive officer PRSU awards above. Such description of the terms of the New PRSU Form above does not purport to be complete and is qualified in its entirety by reference to the full text of the New PRSU Form, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

In addition, on November 15, 2022, the Committee approved the form of RSU award used for named executive officer bonus awards for fiscal year 2022 made under the Senior Management Bonus Program (the “Bonus RSU Award Form”). Awards made on the Bonus RSU Award Form are settled in stock and vest on the first anniversary of the date of grant, subject to continued employment, with certain acceleration events provided for in the agreement. Such description of the Bonus RSU Award Form does not purport to be complete and is qualified in its entirety by reference to the full text of the Bonus RSU Award Form, a copy of which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Stock-Settled Restricted Stock Unit Agreement
10.2	Form of Stock-Settled Performance-Based Restricted Stock Unit Agreement
10.3	Form of Stock-Settled Bonus Restricted Stock Unit Agreement
99.1	Press Release dated November 16, 2022
104	Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 18, 2022	Post Holdings, Inc.
	(Registrant)
	By:	/s/ Diedre J. Gray
	Name:	Diedre J. Gray
	Title:	EVP, General Counsel & Chief Administrative Officer, Secretary

Document

Exhibit 10.1

POST HOLDINGS, INC.

RESTRICTED STOCK UNIT AGREEMENT

POST HOLDINGS, INC. (the “Company”), hereby grants to the individual named below (the “Grantee”) an award of restricted stock units (the “Restricted Stock Units”) set forth below, effective on the Date of Grant set forth below, subject to the Grantee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this Restricted Stock Unit Agreement (this “Agreement”). Subject to the terms of this Agreement, the Restricted Stock Units shall vest and become payable in Shares according to the vesting schedule described below, subject to earlier termination of the Restricted Stock Units, as provided in this Agreement and the terms and conditions of the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.

Grantee:

Number of Restricted Stock Units:

Date of Grant:

Vesting Schedule:

1.Grant Award. Each Restricted Stock Unit represents the right to receive one Share with respect to each Restricted Stock Unit that vests as set forth in the vesting schedule above and in Section 2 (each such date, a “Vesting Date”, and the portion of the Restricted Stock Units that vests on such date is hereafter referred to as the “Vested Units”).

2.Vesting and Forfeiture.

(a)Time of Vesting. The vesting of each installment of Restricted Stock Units on a Vesting Date is, in all cases, subject to the Grantee’s continued employment with the Company (or its Affiliates or Parent, as applicable) through the applicable Vesting Date. All unvested Restricted Stock Units will become Vested Units as of the date of the Grantee’s death or Disability or the Grantee’s Retirement Date (as defined in Section 2(f) of this Agreement), if such events occur prior to the applicable Vesting Dates.

(b)Accelerated Vesting. In addition to the accelerated vesting that may occur in connection with a Change in Control pursuant to Section 6(g) of the Plan, in the event the Grantee’s employment with the Company or its Affiliates or Parent will terminate as a result of the Grantee being employed with a business unit or Subsidiary of the Company that is intended to be transferred to an unaffiliated person, and as a result such business unit or Subsidiary will cease to be a part or Affiliate of the Company or its Parent, and such unaffiliated person or its affiliates does not agree to assume in writing, on substantially the same terms, the Restricted Stock Units and the obligations hereunder, the unvested Restricted Stock Units shall become Vested Units as of immediately prior to the date such transfer is consummated and otherwise treated in accordance with the Agreement and the Plan and the requirements of Section 409A of the Code. Notwithstanding anything to the contrary herein, to the extent required to avoid any adverse tax consequences under Section 409A of the Code, a termination of the Grantee’s employment with a business unit or Subsidiary of the Company under this Section 2(b) must be a “separation from service” under Section 409A of the Code.

(c)Forfeiture Upon Termination of Employment. In the event that the Grantee’s employment terminates for any reason or no reason, with or without Cause, voluntarily or involuntarily, the Grantee shall forfeit all Restricted Stock Units which are not, as of the time of such termination (subject to accelerated vesting as expressly provided in Sections 2(a) and (b) of this Agreement or in Section 6(g) of the Plan), Vested Units, and the Grantee shall not be entitled to any payment or other consideration with respect thereto.

(d)Definition of Cause. For purposes of this Agreement, Cause shall be defined as (i) Grantee’s conviction of a crime, the circumstances of which involve fraud, embezzlement, misappropriation of funds, dishonesty or moral turpitude, and which is substantially related to the circumstances of Grantee’s duties; (ii) Grantee’s conviction of a crime, the circumstances of which involve federal or state securities laws; or (iii) Grantee’s falsification of Company or Affiliate records.

(e)Termination of Employment in Connection with a Change in Control. For purposes of applying Section 6(g) of the Plan to this Agreement, a Grantee’s employment will be deemed to have been terminated “in connection with” a Change in Control if such termination occurs during the three (3) month period prior to the Change in Control Date or during the twenty-four (24) month period beginning on the Change in Control Date. If the termination occurs during the three (3) month period prior to the Change in Control Date and vesting occurs due to the application of Section 6(g) of the Plan, the Change in Control Date shall be a Vesting Date.

(f)Definition of Retirement. For purposes of this Agreement, Retirement shall be defined as the Grantee voluntarily terminating Grantee’s employment with the Company (or its Affiliate or Parent, if

applicable) after meeting the following criteria: (i) having reached either (A) age 55 with 10 or more years of service with the Company (or its Affiliate or Parent, if applicable) or (B) age 65 with 5 or more years of service with the Company (or its Affiliate or Parent, if applicable) (either (A) or (B) being the “Age and Years of Service” requirement); (ii) having provided one full month’s advance written notice of his or her intent to retire to the chief human resources officer of the Company and his or her immediate supervisor; and (iii) having signed (and not revoked, as applicable), as of the last day of Grantee’s employment due to Retirement (“Retirement Date”), a non-competition agreement in the form provided by the Company. For this purpose, years of service will be defined as the full number of complete years (365 days or 366 days, as applicable) of continuous employment with the Company and/or its Affiliates or Parent.

3.Settlement of the Vested Units.

(a)Settlement. Subject to all the terms and conditions set forth in this Agreement and the Plan, including Section 1, the Company shall issue to the Grantee a number of Shares equal to the number of Vested Units no later than sixty (60) days after the applicable Vesting Date.

(b)Compliance with Laws. The grant of the Restricted Stock Units and issuance of Shares upon settlement of the Vested Units shall be subject to and in compliance with all applicable requirements of federal, state and foreign law with respect to such securities, other law or regulations and the requirements of any stock exchange or market system upon which the Stock may then be listed. The Company’s inability to obtain permission or other authorization from any relevant regulatory body necessary to the lawful issuance of any Shares subject to the Vested Units shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority was not obtained. As a condition to the settlement of the Vested Units, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto.

(c)Registration. Shares issued in settlement of the Vested Units shall be registered in the name of the Grantee. Such Shares may be issued either in certificated or book entry form. In either event, the certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.

4.Incorporation of the Plan by Reference. The award of Restricted Stock Units pursuant to this Agreement is granted under, and expressly subject to, the terms and provisions of the Plan, which terms and provisions are incorporated herein by reference. The Grantee hereby acknowledges that a copy of the Plan has been made and remains available to the Grantee.

5.Committee Discretion. This Award has been made pursuant to a determination made by the Committee. Notwithstanding anything to the contrary herein, the Committee shall have the authority as set forth in the Plan.

6.No Right to Continued Employment. Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company or its Affiliates or Parent otherwise would have to terminate the employment of the Grantee at any time for any reason.

7.Withholding of Taxes. In addition to any rights the Company may have pursuant to Section 12(d) of the Plan, the Company shall make such provisions for the withholding or payment of taxes as it deems necessary under applicable law and according to the method or method(s) prescribed by the Company, including without limitation by deducting from payments of any kind otherwise due to the Grantee, or by requiring the Grantee to remit to the Company an amount in cash, by wire transfer of immediately available funds, certified check or such other form as may be acceptable to the Company, sufficient to satisfy at the time when due any federal, state, or local taxes or other withholdings of any kind required by law to be withheld with respect to the Restricted Stock Units.

8.Entire Agreement. This Agreement and the Plan contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations between the parties with respect to the subject matter hereof.

9.Governing Law. To the extent federal law does not otherwise control, this Agreement shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts of laws. The Grantee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Grantee in the Plan shall be on the basis of a warranty by the Grantee that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

request authorization from the Committee to assign his or her rights with respect to the Restricted Stock Units granted herein to a trust or custodianship, the beneficiaries of which may include only the Grantee, the Grantee’s spouse or the Grantee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Grantee may assign his or her rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Grantee under the Plan and this Agreement and shall be entitled to all the rights of the Grantee under the Plan.

11.Specified Employee Delay and Separation. Notwithstanding anything herein to the contrary, in the event that the Grantee is determined to be a specified employee within the meaning of Section 409A of the Code, payment on account of termination of employment shall be made on the earlier of the first payroll date which is more than six months following the date of the Grantee’s termination of employment, or the Grantee’s death, in any event only to the extent required to avoid any adverse tax consequences under Section 409A of the Code. References to termination of employment and similar phrases or terms under this Agreement shall mean a “separation from service” within the meaning of Section 409A of the Code, to the extent necessary to comply with Section 409A of the Code.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and the Grantee has signed this Agreement to evidence his or her acceptance of the terms hereof, all as of the Date of Grant.

Document

Exhibit 10.2

POST HOLDINGS, INC.

PRSU AGREEMENT

POST HOLDINGS, INC. (the “Company”), hereby grants to the individual named below (the “Grantee”) an award of performance-based restricted stock units (the “PRSUs”) as set forth below, effective on the Date of Grant set forth below, and subject to the Grantee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this PRSU Agreement (this “Agreement”). Subject to the terms of this Agreement, the PRSUs shall vest and become payable in Shares, subject to earlier termination of the PRSUs, as provided in this Agreement and the terms and conditions of the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.

Grantee:

Number of PRSUs at Target (“Target Award”):

Date of Grant:

Performance Period: [insert applicable three-year period]

Vesting Schedule: Subject to Section 2 of this Agreement, 0% to 260% of the Target Award shall vest following the end of the Performance Period, on the date on which the Committee certifies the extent to which the Performance Criteria have been achieved, which date shall not be later the December 31st that immediately follows the last day of the Performance Period (the “Default Vesting Date”), and as otherwise set forth in Appendix A.

1.Award. Each PRSU represents the right to receive one Share with respect to each PRSU that vests as set forth in this Agreement, including Appendix A, subject, as applicable, to achievement of the applicable Performance Criteria and certification by the Committee thereof (the portion of the PRSUs that vests is hereafter referred to as the “Vested Units”).

2.Vesting and Forfeiture.

(a)Condition to Vesting. The vesting of the PRSUs on a Vesting Date (as defined in Section 2(b)) is subject to the Grantee’s continued employment with the Company (or its Affiliates or Parent, as applicable) through the applicable Vesting Date, except as specifically provided by Section 2(c).

(b)Accelerated Vesting.

i.Death and Disability. Subject to Section 2(d) below, the Target Award will become Vested Units as of the date of the Grantee’s death or Disability (such date, an “Accelerated Vesting Date” which, together with the Default Vesting Date, is a “Vesting Date”), if either such event occurs prior to the Default Vesting Date.

ii.Separation from Service in Connection with a Change in Control. Subject to Section 2(d) below, notwithstanding anything to the contrary in Section 6(g) of the Plan, in the event the Grantee ceases to be employed with the Company (or its Affiliate or Parent, as applicable), either as a result of a termination by the Company (or its Affiliate or Parent, as applicable) without Cause or by the Grantee for Good Reason, during the twelve (12)-month period starting on the Change in Control Date and ending on the first anniversary of the Change in Control Date, a number of unvested PRSUs shall become Vested Units on such termination of employment equal to the greater of: (A) the number of PRSUs that would have become vested based upon the achievement of the Performance Criteria, calculated as set forth in Appendix A through the last full trading day prior to the date upon which the Grantee ceases to be employed (such date, also an “Accelerated Vesting Date”) or (B) the Target Award adjusted pro-rata based on the number of days of the Performance Period which have passed as of the day of termination of employment (such date, also an “Accelerated Vesting Date”), and the remainder shall be forfeited.

iii.Change in Control with Failure to Assume. In the event that in connection with a Change in Control the acquirer does not agree to assume in writing, effective upon the Change in Control, on substantially the same terms, the PRSUs and the obligations hereunder, a number of unvested PRSUs shall become Vested Units as of immediately prior to the Change in Control Date equal to the number of PRSUs that would have become vested based upon the achievement of the

Performance Criteria, calculated as set forth in Appendix A through the last full trading day prior to the Change in Control Date (such date, also an “Accelerated Vesting Date”), and the remainder shall be forfeited.

(c)Retirement. Notwithstanding anything contained in this Section 2 to the contrary, if the Grantee has a Retirement Date which occurs prior to the occurrence of a Vesting Date, the Award shall not be forfeited solely due to such event, and the applicable Vesting Date for the PRSUs outstanding as of the Retirement Date shall be the first applicable Vesting Date to occur following such Retirement Date, with the number of unvested PRSUs becoming Vested Units to be determined according to the methodology applicable to that particular Vesting Date. For purposes of this Agreement, Retirement shall be defined as the Grantee voluntarily terminating Grantee’s employment with the Company (or its Affiliate or Parent, if applicable) after meeting all of the following criteria: (i) having reached either (A) age 55 with 10 or more years of service with the Company (or its Affiliate or Parent, if applicable) or (B) age 65 with 5 or more years of service with the Company (or its Affiliate or Parent, if applicable); (ii) having provided one full month’s advance written notice of his or her intent to retire to the chief human resources officer of the Company and his or her immediate supervisor, and (iii) having signed (and not revoked, as applicable), as of the last day of Grantee’s employment due to Retirement (“Retirement Date”), a non-competition agreement in the form provided by the Company. For this purpose, years of service will be defined as the full number of complete years (365 days or 366 days, as applicable) of continuous employment with the Company and/or its Affiliates or Parent.

(d)Conversion to Time-Based Awards. If the Committee determines that, as the result of the occurrence of a Change in Control, the Performance Criteria should no longer apply to the PRSUs following the Change in Control, the Committee shall calculate the Vesting Percentage as set forth in Appendix A through the last full trading day prior to the Change in Control Date and thereafter a number of PRSUs equal to the Target Award multiplied by such Vesting Percentage (the “Time-Based PRSUs”) will, except as specifically provided in Section 2(c), be subject to the requirement to remain employed through the applicable Vesting Date (and except for such Time-Based PRSUs, any other portion of the award made pursuant to this Agreement shall be forfeited without payment or consideration therefor), it being understood that (i) the applicable Vesting Date of the then-outstanding Time-Based PRSUs shall be either the Default Vesting Date set forth above or, if applicable, an Accelerated Vesting Date, subject to the conditions thereof, (ii) upon such applicable Vesting Date, if any, the Time-Based PRSUs shall become vested without additional adjustment with respect to performance through such applicable Vesting Date, and (iii) in the event the Grantee’s employment terminates prior to such applicable Vesting Date (other than a termination described in Section 2(c) above, in which case the then-outstanding Time-Based PRSUs shall become vested pursuant to clause (ii) of this Section 2(d)), the Time-Based PRSUs shall be forfeited as set forth in Section 2(e).

(e)Forfeiture Upon Termination of Employment. Except as otherwise provided in Sections 2(b), 2(c) and 2(d) above, in the event that the Grantee’s employment with the Company (or its Affiliate, as applicable) terminates for any reason or no reason, voluntarily or involuntarily, the Grantee shall forfeit any and all PRSUs which are not and cannot become, as of the time of such termination or as a result of the completion of the Performance Period, Vested Units, and the Grantee shall not be entitled to any payment or other consideration with respect thereto.

(f)Definition of Cause. For purposes of this Agreement, Cause shall be defined as: (i) Grantee’s conviction of a crime, the circumstances of which involve fraud, embezzlement, misappropriation of funds, dishonesty or moral turpitude, and which is substantially related to the circumstances of Grantee’s duties; (ii) Grantee’s conviction of a crime, the circumstances of which involve federal or state securities laws; or (iii) Grantee’s falsification of Company or Affiliate records.

3.Settlement of the Vested Units.

(b)Compliance with Laws. The grant of the PRSUs and issuance of Shares upon settlement of the Vested Units shall be subject to and in compliance with all applicable requirements of federal, state and foreign law with respect to such securities, other law or regulations and the requirements of any stock exchange or market system upon which the Stock may then be listed. The Company’s inability to obtain permission or other authorization from any relevant regulatory body necessary to the lawful issuance of any Shares subject to the Vested Units shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority was not obtained. As a condition to the settlement of the Vested Units, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and/or to make any representation or warranty with respect thereto.

4.Incorporation of the Plan by Reference. The award of PRSUs pursuant to this Agreement is granted under, and expressly subject to, the terms and provisions of the Plan, which terms and provisions are incorporated herein by reference, except as expressly provided herein. The Grantee hereby acknowledges that a copy of the Plan has been made and remains available to the Grantee.

7.Withholding of Taxes. In addition to any rights the Company may have pursuant to Section 12(d) of the Plan, the Company shall make such provisions for the withholding or payment of taxes as it deems necessary under applicable law and according to the method or method(s) prescribed by the Company, including without limitation by deducting from payments of any kind otherwise due to the Grantee or by requiring the Grantee to remit to the Company an amount in cash, by wire transfer of immediately available funds, certified check or such other form as may be acceptable to the Company, sufficient to satisfy at the time when due any federal, state, or local taxes or other withholdings of any kind required by law to be withheld with respect to the PRSUs.

10.Not Assignable or Transferable. The PRSUs shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, if permitted by the Committee, the Grantee may assign his or her rights with respect to the PRSUs granted herein to a trust or custodianship, the beneficiaries of which may include only the Grantee, the Grantee’s spouse or the Grantee’s lineal descendants (by blood or adoption). In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Grantee under the Plan and this Agreement and shall be entitled to all the rights of the Grantee under the Plan.

POST HOLDINGS, INC.	GRANTEE
By:
Name:	[name]
Title:

Appendix A

Performance Criteria

Subject to the terms and restrictions of the Agreement and the Plan, the PRSUs shall be eligible to become Vested Units based on the level of achievement of the performance goals set forth herein during the Measurement Period, as defined in this Appendix A. The number of Vested Units shall be determined by multiplying the Target Award by the Vesting Percentage, as defined in this Appendix A.

The Company’s “Relative TSR Percentile Rank” shall be determined by the Committee and means the percentile rank of the Company’s TSR for a period (the “Measurement Period”), which period shall be determined as follows: (i) other than in the case of Sections 2(b)(ii), 2(b)(iii), or 2(d), the Performance Period, (ii) in the case of Sections 2(b)(iii) and 2(d), during the Performance Period but only through the last full trading day prior to the Change in Control Date, and (iii) in the case of Section 2(b)(ii), during the Performance Period but only through the last full trading day prior to the date upon which the Grantee ceases to be employed, in any case relative to the TSR of the companies (the “Peer Group”) set forth below.

“Peer Group” means those companies which are included in the Russell 3000 Packaged Foods and Meats Index on the Date of Grant, as determined by the Committee. Constituents of the Peer Group (the “Peer Companies”) may be changed as follows:

i.In the event of a merger, acquisition or business combination transaction of a Peer Company with or by another Peer Company, the surviving entity shall remain a Peer Company.

ii.In the event of a merger of a Peer Company with an entity that is not a Peer Company, or the acquisition or business combination transaction by or with a Peer Company, or with an entity that is not a Peer Company, in each case where the Peer Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Company.

iii.In the event of a merger or acquisition or business combination transaction of a Peer Company by or with an entity that is not a Peer Company, a “going private” transaction involving a Peer Company where the Peer Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Company.

iv.In the event of a stock distribution from a Peer Company consisting of the shares of a new publicly-traded company (a “spin-off”), the Peer Company shall remain a Peer Company and the stock distribution shall be treated as a dividend from the Peer Company based on the closing price of the shares of the spun-off company on its first day of trading. The performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR.

v.Otherwise as the Committee shall determine is necessary and appropriate to prevent enlargement or dilution of rights.

“TSR” means total shareholder return as applied to the Company and each of the companies in the Peer Group, and will be equal to the difference of (A) the quotient of (i) (a) the applicable Ending Stock Price plus (b) dividends paid with respect to a record date occurring during the period over which the Beginning Stock Price is calculated and during the remainder of the Measurement Period (assuming dividend reinvestment on the ex-dividend date), divided by (ii) (a) the applicable Beginning Stock Price plus (b) dividends paid with respect to a record date occurring during the period over which the Beginning Stock Price is calculated (assuming dividend reinvestment on the ex-dividend date); minus (B) 1.00. For purposes of calculating TSR:

(1) Any dividend paid in cash shall be valued at its cash amount. Any dividend paid in securities with a readily ascertainable fair market value shall be valued at the market value of the securities as of the dividend record date.

(2) If any company included in the Peer Group on the Date of Grant (and any successor to such company) does not have a common stock price that is quoted on a national securities exchange at the end of the Measurement Period due to reasons not enumerated above in the definition of Peer Group, then such company will be removed from the Peer Group, provided that if any company included in the Peer Group on the Date of Grant (and any successor to such company) (a) files for bankruptcy, reorganization or liquidation under any chapter of the U.S. Bankruptcy Code, (b) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days, or (c) is the subject of a shareholder approved plan of liquidation or dissolution, the TSR of such company shall be negative 100% for purposes of determining Relative TSR Percentile Rank.

“Beginning Stock Price,” with respect to the Company or any other company in the Peer Group, means the average of the closing sales prices for a share of common stock of the applicable company for the 250 trading days

(or 90 trading days if the Measurement Period is shorter than 250 trading days) immediately preceding and including the first day of the Measurement Period, as reported in the Wall Street Journal or such other sources as the Committee deems reliable. If a member of the Peer Group has been publicly traded for less than 250 trading days, such company’s beginning stock price shall equal the average of the closing sales prices for a share of common stock of the applicable company over the period during which the company’s stock has been publicly traded.

“Ending Stock Price,” with respect to the Company or any other company in the Peer Group, means the average of the closing sales prices for a share of common stock of the applicable company for the 250 trading days (or 90 trading days if the Measurement Period is shorter than 250 trading days) immediately preceding and including the last day of the Measurement Period, as reported in the Wall Street Journal or such other sources as the Committee deems reliable.

“Vesting Percentage” is a function of the Company’s Relative TSR Percentile Rank during the Measurement Period and shall be determined as set forth below:

Relative TSR Percentile Rank	Vesting Percentage
≥85th	260%
75th	200%
50th	100%
25th	50%

To determine the Relative TSR Percentile Rank during the Measurement Period, the Committee will rank the TSR of the companies in the Peer Group including the Company from highest to lowest, with the highest being ranked number 1, and apply the following formula, where N is the total number of companies in the Peer Group including the Company and R is the ranking of the Company’s TSR within the Peer Group:

N - R

N - 1

The result will be rounded to the nearest whole percentile, rounding up for any value of .50 or higher.

In the event that the Relative TSR Percentile Rank is less than the 25th percentile, the Vesting Percentage shall be equal to 0%. In the event that the Relative TSR Percentile Rank during the Measurement Period falls between two Relative TSR Percentile Ranks set forth above, the Vesting Percentage shall be determined using straight line linear interpolation between the levels specified above. Notwithstanding the Relative TSR Percentile Rank, in the event the Company’s TSR for the Measurement Period is a negative number, the Vesting Percentage shall not exceed 100%.

Document

Exhibit 10.3

POST HOLDINGS, INC.

RESTRICTED STOCK UNIT AGREEMENT

Grantee:

Number of Restricted Stock Units:

Date of Grant:

Vesting Schedule: Full vesting on the one-year anniversary of the Date of Grant

1.Grant Award. Each Restricted Stock Unit represents the right to receive one Share with respect to each Restricted Stock Unit that vests as set forth in the vesting schedule above and in Section 2 (each such date, a “Vesting Date”, and the Restricted Stock Units that vest on such date are hereafter referred to as the “Vested Units”).

2.Vesting and Forfeiture.

(a)Time of Vesting. The vesting of the Restricted Stock Units on a Vesting Date is, in all cases, subject to the Grantee’s continued employment with the Company (or its Affiliates or Parent, as applicable) through the applicable Vesting Date. All unvested Restricted Stock Units will become Vested Units as of the date of the Grantee’s death or Disability, or upon the involuntary termination without Cause (as defined in Section 2(d) of this Agreement) by the Company of Grantee’s employment with the Company or its Affiliates or Parent, or the Grantee’s Retirement Date (as defined in Section 2(f) of this Agreement), if such events occur prior to the original Vesting Date set forth in the Vesting Schedule above.

(c)Forfeiture Upon Termination of Employment. In the event that the Grantee’s employment terminates for any reason or no reason, with or without Cause, voluntarily or involuntarily, the Grantee shall forfeit all Restricted Stock Units which are not, as of the time of such termination (subject to accelerated vesting as expressly provided in Section 2(a) and (b) of this Agreement or in Section 6(g) of the Plan), Vested Units, and the Grantee shall not be entitled to any payment or other consideration with respect thereto.

(e)Termination of Employment in Connection with a Change in Control. For purposes of applying Section 6(g) of the Plan to this Agreement, a Grantee’s employment will be deemed to have been terminated “in connection with” a Change in Control if such termination occurs during the three (3) month period prior to the Change in Control Date or during the twelve (12) month period beginning on the Change in Control Date. If the termination is a termination for Good Reason which occurs during the three (3) month period prior to the Change in Control Date and vesting occurs due to the application of Section 6(g) of the Plan, the Change in Control Date shall be a Vesting Date.

(f)Definition of Retirement. For purposes of this Agreement, Retirement shall be defined as the Grantee voluntarily terminating Grantee’s employment with the Company (or its Affiliate or Parent, if applicable) after meeting the following criteria: (i) having reached either (A) age 55 with 10 or more years of service with the Company (or its Affiliate or Parent, if applicable) or (B) age 65 with 5 or more years of service with the Company (or its Affiliate or Parent, if applicable) (either (A) or (B) being the “Age and Years of Service” requirement); (ii) having provided one full month’s advance written notice of his or her intent to retire to the chief human resources officer of the Company and his or her immediate supervisor; and (iii) having signed (and not revoked, as applicable), as of the last day of Grantee’s employment due to Retirement (“Retirement Date”), a non-competition agreement in the form provided by the Company. For this purpose, years of service will be defined as the full number of complete years (365 days or 366 days, as applicable) of continuous employment with the Company and/or its Affiliates or Parent.

3.Settlement of the Vested Units.

10.Not Assignable or Transferable. Restricted Stock Units shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Grantee may request authorization from the Committee to assign his or her rights with respect to the Restricted Stock Units granted herein to a trust or custodianship, the beneficiaries of which may include only the Grantee, the Grantee’s spouse or the Grantee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Grantee may assign his or her rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Grantee under the Plan and this Agreement and shall be entitled to all the rights of the Grantee under the Plan.

Document

Exhibit 99.1

Post Holdings Promotes Matt Mainer to Senior Vice President, Chief Financial Officer and Treasurer; Jeff Zadoks to Executive Vice President and Chief Operating Officer

ST. LOUIS – November 16, 2022 - Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding company, today announced two promotions. Matt Mainer, currently Senior Vice President and Treasurer, was promoted to the position of Senior Vice President, Chief Financial Officer and Treasurer. Jeff Zadoks, currently Executive Vice President and Chief Financial Officer was promoted to the position of Executive Vice President and Chief Operating Officer. Both appointments are effective December 1, 2022.

Mr. Mainer will join and Mr. Zadoks will continue to serve on Post’s executive management team. Both report to Post’s President and Chief Executive Officer, Robert V. Vitale.

Mainer’s role as Treasurer will continue with the added responsibilities of Chief Financial Officer. Zadoks’ role as Chief Operating Officer will include working with each of the presidents of Post’s businesses to drive operational excellence, better collaboration, cost reduction and revenue opportunities across the portfolio. Zadoks will continue to have accountability over the company’s procurement function.

Zadoks joined Post in 2011 as Corporate Controller and was named Chief Financial Officer in 2014 and Executive Vice President in 2017. Prior to his appointment at Post, Zadoks served as Senior Vice President and Chief Accounting Officer of RehabCare Group, a national rehabilitation services company. Previously, Zadoks was the Corporate Controller at MEMC Electronic Materials (SunEdison). He started his career in the audit practice at KPMG.

Mainer joined Post in 2015 as Vice President and Treasurer. Prior to his experience at Post, Mainer served as the Assistant Treasurer at Mallinckrodt Pharmaceuticals and as Vice President and Treasurer at ESCO Technologies.

“I am delighted for both Jeff and Matt in their new roles,” said Robert Vitale, Post’s President and Chief Executive Officer. “Matt has been instrumental in executing Post’s most complicated financial transactions and Jeff has been essential to our success the past decade. I am privileged to continue to work with each of them.”

About Post Holdings, Inc.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. Its businesses include Post Consumer Brands, Weetabix, Michael Foods and Bob Evans Farms. Post Consumer Brands is a leader in the North American ready-to-eat cereal category and also markets Peter Pan® nut butters. Weetabix is home to the United Kingdom’s number one selling ready-to-eat cereal brand, Weetabix®. Michael Foods and Bob Evans Farms are leaders in refrigerated foods, delivering innovative, value-added egg and refrigerated potato side dish products to the foodservice and retail channels. Post participates in the global convenient nutrition category through its minority ownership of BellRing Brands, Inc., a publicly-traded holding company offering ready-to-drink shake and powder protein products. Post participates in the private brand food category through its ownership interest in 8th Avenue Food & Provisions, Inc., a leading, private brand centric, consumer products holding company. For more information, visit www.postholdings.com.

Contact:

Media Relations

Lisa Hanly lisa.hanly@postholdings.com (314) 665-3180