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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Post Holdings Inc | NYSE:POST | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.72 | 2.65% | 105.38 | 105.58 | 102.52 | 103.22 | 817,360 | 22:45:22 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Sincerely,
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/s/ Robert V. Vitale
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Robert V. Vitale
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President and Chief Executive Officer
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1.
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the election of three nominees to the Company’s Board of Directors;
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2.
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the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020;
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3.
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advisory approval of the Company’s executive compensation; and
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4.
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any other business properly introduced at the annual meeting.
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Page
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Time and Date:
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9:00 a.m., Central Time, on Thursday, January 30, 2020
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Place:
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Hilton St. Louis Frontenac
1335 S. Lindbergh Blvd.
St. Louis, Missouri 63131
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Record Date:
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November 26, 2019
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Voting:
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Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the annual meeting.
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Item
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Board
Recommendation
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Page
Reference
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1
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Election of Three Directors
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For all nominees
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2
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Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2020
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For
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3
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Advisory Approval of the Company’s Executive Compensation
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For
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Transact any other business that properly comes before the meeting.
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Name
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Director
Since
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Occupation and Experience
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Independent
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Board Committees(1)
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AC
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CGCC
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EC
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SFOC
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Robert E. Grote
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2012
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Retired Executive
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Yes
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ü
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David W. Kemper
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2015
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Executive Chairman, Commerce Bancshares, Inc.
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Yes
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ü
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Robert V. Vitale
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2014
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President & CEO, Post Holdings, Inc.
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No
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ü
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ü
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(1)
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AC - Audit Committee; CGCC - Corporate Governance and Compensation Committee; EC - Executive Committee; SFOC - Strategy and Financial Oversight Committee
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1.
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the election of the three nominees to our Board of Directors named in this proxy statement;
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2.
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the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2020;
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3.
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advisory approval of the Company’s executive compensation; and
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4.
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any other business properly introduced at the annual meeting.
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shares registered directly in your name with our transfer agent, for which you are considered the “shareholder of record;”
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shares held for you as the beneficial owner through a broker, bank or other nominee in “street name;” and
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shares credited to your account in the Post Holdings, Inc. Savings Investment Plan or the 8th Avenue Food & Provisions, Inc. 401(k) Plan.
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Voting by telephone: You can vote by calling 800-652-VOTE (8683) and following the instructions provided. Telephone voting is available 24 hours a day, 7 days a week, until 1:00 a.m., Central Time, on Thursday, January 30, 2020.
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Voting by Internet: You can vote via the Internet by accessing www.envisionreports.com/POST and following the instructions provided. Internet voting is available 24 hours a day, 7 days a week, until 1:00 a.m., Central Time, on Thursday, January 30, 2020.
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Voting by mail: If you choose to vote by mail (if you request printed copies of the proxy materials by mail), simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.
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submit a valid, later-dated proxy;
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vote again electronically after your original vote;
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notify our corporate secretary in writing before the annual meeting that you have revoked your proxy; or
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vote in person at the annual meeting.
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Director
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Board
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Audit
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Corporate
Governance and
Compensation
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Executive
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Strategy and
Financial
Oversight
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William P. Stiritz
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Δ
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Δ
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Δ
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Robert V. Vitale
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•
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•
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Jay W. Brown
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•
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•
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•
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Edwin H. Callison
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•
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•
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Δ
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Gregory L. Curl
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•
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•
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•
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Robert E. Grote
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•
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•
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Ellen F. Harshman
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•
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•
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David W. Kemper
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•
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Δ
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David P. Skarie
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•
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•
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•
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Meetings held in fiscal year 2019
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5
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4
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4
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0
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4
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Δ
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–
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Chair
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•
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–
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Member
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•
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separate Chairman of the Board and Chief Executive Officer roles;
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•
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an independent Lead Director;
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all non-management directors except for the Chief Executive Officer;
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independent Audit and Corporate Governance and Compensation Committees; and
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•
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governance practices that promote independent leadership and oversight.
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•
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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.
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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.
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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.
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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.
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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.
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•
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Leadership Experience, Operational Experience, Public Company Experience.
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Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Experience.
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•
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Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Experience.
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Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Experience.
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•
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Leadership Experience, Industry Experience, Operational Experience, Public Company Experience.
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•
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Leadership Experience, Financial or Accounting Acumen, Operational Experience.
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Leadership Experience, Financial or Accounting Acumen, Public Company Experience.
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•
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Leadership Experience, Operational Experience.
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Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Experience.
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Year Ended September 30,
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2019
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2018
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Audit fees(1)
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$
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5,366,000
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$
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7,092,900
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Audit-related fees(2)
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$
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75,000
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$
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25,000
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Tax fees(3)
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$
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864,990
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$
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987,300
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All other fees(4)
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$
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2,700
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$
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2,700
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(1)
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Audit fees relate primarily to the audit and reviews of our financial statements, comfort letter consents and reviews of SEC registration statements.
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(2)
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Audit-related fees are for assurance and related services performed by PricewaterhouseCoopers LLP that are reasonably related to the performance of the audit or review of our financial statements. For the fiscal years ended September 30, 2019 and September 30, 2018, these services relate to new accounting pronouncements in the year prior to implementation.
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(3)
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Tax fees include consulting and compliance services and preparation of tax returns in jurisdictions outside of the United States.
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(4)
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All other fees include any fees for services rendered by PricewaterhouseCoopers LLP which are not included in any of the above categories. The other fees consist of licensing fees paid for accounting research software.
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Name
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Title
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Robert V. Vitale
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President and Chief Executive Officer
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Jeff A. Zadoks
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Executive Vice President and Chief Financial Officer
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Diedre J. Gray
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Executive Vice President, General Counsel and Chief Administrative Officer, Secretary
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Howard A. Friedman
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President & CEO, Post Consumer Brands
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Mark W. Westphal
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President, Foodservice
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•
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operating and financial performance; and
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•
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return to shareholders over time, both on an absolute basis and relative to similar companies.
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•
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We delivered on our financial commitments.
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◦
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In November 2018, the Company announced that management expected Adjusted EBITDA of between $1.19 - $1.24 billion.
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◦
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Ultimately, the Company delivered over $1.21 billion of Adjusted EBITDA, which was in line with the Company’s budget, and generated significant cash flow.
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Our stock price at the end of the fiscal year closed at $105.84, an increase of approximately 8% from the start of the fiscal year and a compound annual growth rate of approximately 19.6% since our separation from Ralcorp in February 2012.
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We opportunistically repurchased approximately 3.3 million shares of our common stock at an average price of $98.76 (exclusive of broker commissions).
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We announced our plan to pursue an IPO of shares of Class A common stock of our active nutrition business, named BellRing Brands, Inc. The IPO was completed on October 21, 2019, with the Company retaining
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On October 1, 2018, we completed the separate capitalization of 8th Avenue Food & Provisions, Inc., comprised of our historical private brands business, with affiliates of Thomas H. Lee Partners, Inc., a private equity firm, through which the Company received total gross proceeds of $875 million, fully monetizing the net investment the Company made in the historical private brands business.
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We continued to improve our manufacturing facility footprint, including completing the construction of our new pre-cooked egg manufacturing and distribution facility in Norwalk, Iowa and the closure of our Clinton, Massachusetts cereal manufacturing facility.
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We raised $750 million in long-term debt, and repurchased and retired approximately $60 million in principal value of outstanding debt through repurchases of senior notes, at an average discount of approximately 7%.
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Russell 1000 companies;
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our compensation peer group companies; and
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Russell 3000 Packaged Foods & Meats companies.
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•
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February 6, 2012, the date that the Company first started trading on the NYSE after its separation from Ralcorp, through September 30, 2019, the date of our last fiscal year end;(1) and
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the most recent three-year period of October 1, 2016 through September 30, 2019.(2)
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Total Shareholder Return
February 6, 2012 through September 30, 2019
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Total Shareholder Return
October 1, 2016 through September 30, 2019
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(1)
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Calculated using a 250 trading day average for the compensation peer group, Russell indices and Post Holdings except for Post Holdings in 2012, where prices including and after February 6, 2012, the date Post Holdings first started trading on the NYSE after its separation from Ralcorp, were used.
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(2)
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Calculated using a 250 trading day average.
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What We Do (Best Practice)
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What We Don’t Allow
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ü
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Enforce strict insider trading policies - adopted an anti-hedging and anti-pledging policy and enforce blackout trading periods for executives and directors
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û
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No hedging or pledging of Company stock by executives or directors
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ü
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Utilize a clawback policy for performance-based compensation
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û
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No single-trigger or modified single-trigger change-in-control arrangements
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Set meaningful stock ownership guidelines for executives and directors
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û
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No change-in-control severance multiple in excess of three times salary and target bonus
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ü
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Disclose performance goals and performance results for our Senior Management Bonus Program
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û
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No excise tax gross-ups upon a change in control
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ü
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Set a maximum individual payout limit on our Senior Management Bonus Program and for our performance restricted stock unit (“PRSU”) awards
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û
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No re-pricing or cash buyout of underwater stock options or stock appreciation rights (“SARs”) allowed
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ü
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In fiscal year 2019, approximately 88% of our Chief Executive Officer’s total pay opportunity was variable “at risk” compensation. Our other NEOs also had approximately 79% of their total compensation in variable “at risk” programs.
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û
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No enhanced retirement formulas
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ü
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Limited perquisites and other benefits
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û
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No guaranteed compensation either annually or multi-year
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ü
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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
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û
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No market timing with granting of equity awards
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ü
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Retain an independent compensation consultant reporting directly to the Committee
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•
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reflecting industry standards, offering competitive total compensation opportunities and balancing the need for talent with reasonable compensation expense;
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•
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enhancing shareholder value by focusing management on financial metrics that drive value;
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focusing on at-risk compensation versus fixed compensation;
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attracting, motivating and retaining executive talent willing to commit to long-term shareholder value creation; and
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aligning executive decision-making with business strategy and discouraging excessive risk taking.
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financial metrics in the Senior Management Bonus Program that directly impact our stock price and enhance longer-term shareholder value;
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stock price performance to focus our executive team on delivering superior long-term shareholder value; and
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total shareholder return against companies in our industry to focus on delivering superior shareholder value.
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Component
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Purpose
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Characteristics
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Fixed or Performance-Based
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Base Salary
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Attracts and retains executives through market-based pay
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Compensates executives fairly and competitively for their roles
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Fixed
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Annual Bonus
(Senior Management Bonus Program)
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Encourages achievement of financial performance metrics that drive short-term results
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Based on achievement of predefined corporate and business financial performance objectives
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Performance-Based
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Long-Term Incentives (“LTI”)
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Align executives’ long-term compensation interests with shareholders’ investment interests
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Value to the executive is based on long-term stock price performance
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Performance-Based
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Stock Options
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Motivate management behaviors to increase our stock price above the exercise price
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Require stock price growth above the exercise price for our executives to recognize value
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Performance-Based
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Performance Restricted Stock Units (“PRSUs”)
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Motivate corporate executives to provide superior TSR over the long term
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Cumulative three-year TSR ranking versus Russell 3000 Packaged Foods & Meats companies
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Performance-Based
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Restricted Stock Units (“RSUs”)
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Provide basic retention value and reinforce management behaviors to increase stock price after the grant date
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Require stock price growth for our executives to recognize increased value
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Performance-Based
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Health/Welfare Plans and Retirement Benefits
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Provide competitive benefits that promote employee health and productivity and support longer-term physical and fiscal security
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Similar to benefits offered to other employees
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Fixed
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Perquisites
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Provide limited personal benefits that are consistent with our overall philosophy and objective to attract and retain superior executive talent
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Limited personal use of the corporate aircraft, with pre-approved authorization of our President and Chief Executive Officer (see page 28)
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Fixed
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•
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considering input from our shareholders;
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•
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reviewing and assessing competitive market data;
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reviewing the chief executive officer’s performance and determining the chief executive officer’s compensation;
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reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs and other executive officers;
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evaluating the competitiveness of each executive’s total compensation package to ensure that we can attract and retain critical management talent; and
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approving any changes to the total compensation programs for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits.
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advising the Committee on director and executive compensation trends and regulatory developments;
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•
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developing a peer group of companies for determining competitive compensation rates;
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providing a total compensation study for executives against peer companies;
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•
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providing advice to the Committee on corporate governance best practices, as well as any other areas of concern or risk;
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serving as a resource to the Committee chair for meeting agendas and supporting materials in advance of each meeting;
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•
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reviewing and commenting on proxy statement disclosure items, including preparation of the CD&A; and
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advising the Committee on management’s pay recommendations.
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Industry: similar to Post, based on the Global Industry Classification System (GICS) code of Packaged Foods & Meats;
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Company size: approximately 0.4 times to 3 times our annual revenues, with a secondary focus on market cap;
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Peers: companies using Post in their compensation peer group;
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Peers of peers: companies used in the peer groups of potential peer companies; and
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Competitors: companies that compete with Post for business and management talent.
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Additions: General Mills, Inc. (Diversified Packaged Foods & Meats company within the desired annual revenue range) and Lamb Weston Holdings, Inc. (Packaged Foods & Meats company spun out of Conagra Brands, Inc. in 2016)
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Deletions: Flowers Foods, Inc. (single operation bakery); Mead Johnson Nutrition (acquired) and The WhiteWave Foods Company (acquired)
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Name
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2019 Base Salary (1)
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Robert V. Vitale
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$1,200,000
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(2)
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Jeff A. Zadoks
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$600,000
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(3)
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Diedre J. Gray
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$525,000
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(4)
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Howard A. Friedman
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$700,000
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Mark W. Westphal
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$600,000
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(1)
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See detailed comments in the CD&A subsection entitled Fiscal Year 2019 NEO Target Compensation Structure Summary.
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(2)
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Increased to $1,224,000 effective May 15, 2019, as a result of the Company’s decision to eliminate set PTO for corporate-level exempt (salaried) employees. See detailed comments in the CD&A subsection entitled Fiscal Year 2019 NEO Target Compensation Structure Summary.
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(3)
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Increased to $612,000 effective May 15, 2019, as a result of the Company’s decision to eliminate set PTO for corporate-level exempt (salaried) employees. See detailed comments in the CD&A subsection entitled Fiscal Year 2019 NEO Target Compensation Structure Summary.
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(4)
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Increased to $535,500 effective May 15, 2019, as a result of the Company’s decision to eliminate set PTO for corporate-level exempt (salaried) employees. See detailed comments in the CD&A subsection entitled Fiscal Year 2019 NEO Target Compensation Structure Summary.
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Measure(1)
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Threshold(2)
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Target(2)
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Maximum(2)
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Corporate-Adjusted EBITDA
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$1,132.4
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$1,192.0
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$1,251.6
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Foodservice-Adjusted EBITDA
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$286.7
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$303.8
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$316.9
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Post Consumer Brands-Adjusted EBITDA
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$451.25
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$475.0
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$498.75
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(1)
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See definitions of Corporate and Business Unit Adjusted EBITDA in the footnotes to the Fiscal Year 2019 Performance Achievement table below.
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(2)
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When evaluating financial goals/results, the Committee generally excludes non-recurring or extraordinary items.
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Name
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2019 Target (1)
(% of Salary)
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Robert V. Vitale
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150%
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Jeff A. Zadoks
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100%
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Diedre J. Gray
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100%
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Howard A. Friedman
|
100%
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Mark W. Westphal
|
100%
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(1)
|
Participants may earn from 50% to 150% of target bonus based on performance achievement between the threshold and maximum levels. Payout opportunities for performance between the threshold, target and maximum levels are interpolated on a straight-line basis. Performance achievement below the threshold level generally will result in a lower bonus amount, to the extent discretion is exercised, or no bonus at all.
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Approved Fiscal Year 2019 Actual Bonuses
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Name
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2019 Target Bonus
(% of Salary)
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2019 Actual Bonus Earned
(% of Target)
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2019 Actual Bonus Earned (1)
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Robert V. Vitale
|
150%
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90%
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$1,620,000
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Jeff A. Zadoks
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100%
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90%
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$540,000
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Diedre J. Gray
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100%
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90%
|
$472,500
|
Howard A. Friedman
|
100%
|
75%
|
$525,000
|
Mark W. Westphal
|
100%
|
120%
|
$720,000
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(1)
|
Bonuses for Messrs. Vitale and Zadoks and Ms. Gray were calculated based on their base salaries prior to the base salary increases resulting from the PTO policy change.
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•
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Stock options;
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•
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PRSUs; and
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•
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RSUs.
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•
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Mr. Vitale: Approximately 50% of value was apportioned to each of PRSUs and RSUs. The Committee approved the elimination of stock option grants to Mr. Vitale in fiscal year 2019.
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•
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Mr. Zadoks and Ms. Gray: Approximately 1/3 of total value was apportioned to each of stock options, PRSUs and RSUs.
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•
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Mr. Friedman and Mr. Westphal: Approximately 50% of total value was apportioned to each of stock options and RSUs.
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•
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Performance period: October 1, 2018 through September 30, 2021.
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•
|
Maximum performance: Set at the 90th percentile to mandate exceptional shareholder returns before maximum opportunity is recognized. Our 90th percentile requirement is well-above the U.S. market norm of 75th percentile.
|
•
|
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).
|
•
|
Non-Employee Directors - 5 times annual retainer
|
•
|
Chief Executive Officer - 6 times base salary
|
•
|
Section 16 Officers - 2 times base salary
|
•
|
shares owned directly or indirectly (e.g. by spouse or trust);
|
•
|
unvested time-vested or performance-based cash or stock-settled restricted stock or RSUs (with any awards subject to unsatisfied performance-based vesting conditions taken into account at the “target” level of performance);
|
•
|
shares represented by amounts invested in the Post Savings Investment Plan; and
|
•
|
share equivalents under our deferred compensation plans.
|
•
|
the Committee retains an independent compensation advisor 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 at the end of the fiscal year;
|
•
|
the Senior Management Bonus Program caps potential payouts at 150% of the target opportunity and the PRSU grants cap potential payouts at 200% of target opportunity to mitigate potential windfalls;
|
•
|
we utilize a mix of cash and equity incentive programs, and all equity awards are subject to multi-year vesting;
|
•
|
we utilize a portfolio of equity award types;
|
•
|
we utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards our shareholders’ best interests in light of potential employment uncertainty;
|
•
|
executives are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and
|
•
|
an incentive clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated.
|
•
|
a lump sum payment of two times the executive’s annual base salary and target bonus, plus $20,000;
|
•
|
a prorated bonus for the year of termination;
|
•
|
for any equity award granted under the Post Holdings, Inc. 2012 Long-Term Incentive Plan or the Post Holdings, Inc. 2016 Long-Term Incentive Plan with a time-based vesting schedule that is not pro rata, or with a vesting schedule that does not provide for any vesting on or before the first anniversary of the date of grant of the equity award, vesting of the equity award as if there was a three-year pro rata vesting schedule with vesting occurring on the first, second and third anniversaries of the date of grant (to the extent the equity award had not already vested at a greater percentage);
|
•
|
up to twelve weeks of COBRA subsidy at active employee rates upon timely election of COBRA; and
|
•
|
outplacement services.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)(3)
|
|
Option
Awards
($)(4)
|
|
Non-Equity
Incentive Plan
Compensation
($)(5)
|
|
Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(6)
|
|
All Other
Compensation
($)(7)
|
|
Total
($)
|
||||||||
Robert V. Vitale
|
|
2019
|
|
1,356,687
|
|
|
—
|
|
|
8,102,503
|
|
|
—
|
|
|
1,620,000
|
|
|
84,753
|
|
|
141,873
|
|
|
11,305,816
|
|
President & CEO
|
|
2018
|
|
1,175,000
|
|
|
—
|
|
|
4,577,821
|
|
|
2,067,240
|
|
|
1,530,000
|
|
|
93,655
|
|
|
424,793
|
|
|
9,868,509
|
|
|
|
2017
|
|
1,000,000
|
|
|
—
|
|
|
1,426,400
|
|
|
4,761,935
|
|
|
1,200,000
|
|
|
63,693
|
|
|
195,470
|
|
|
8,647,498
|
|
Jeff A. Zadoks
|
|
2019
|
|
673,343
|
|
|
—
|
|
|
1,466,204
|
|
|
660,796
|
|
|
540,000
|
|
|
35,102
|
|
|
33,758
|
|
|
3,409,203
|
|
EVP & CFO
|
|
2018
|
|
563,125
|
|
|
—
|
|
|
654,102
|
|
|
899,599
|
|
|
484,500
|
|
|
26,682
|
|
|
64,236
|
|
|
2,692,244
|
|
|
|
2017
|
|
510,000
|
|
|
—
|
|
|
463,580
|
|
|
595,242
|
|
|
515,000
|
|
|
27,432
|
|
|
72,805
|
|
|
2,184,059
|
|
Howard A. Friedman(1)
|
|
2019
|
|
700,000
|
|
|
—
|
|
|
795,295
|
|
|
834,679
|
|
|
525,000
|
|
|
1,824
|
|
|
83,708
|
|
|
2,940,506
|
|
President & CEO,
|
|
2018
|
|
135,512
|
|
|
—
|
|
|
3,432,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,822
|
|
|
3,585,114
|
|
Post Consumer Brands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diedre J. Gray
|
|
2019
|
|
589,384
|
|
|
—
|
|
|
1,273,226
|
|
|
573,838
|
|
|
472,500
|
|
|
7,965
|
|
|
33,498
|
|
|
2,950,411
|
|
EVP, General Counsel & Chief
|
|
2018
|
|
495,000
|
|
|
—
|
|
|
515,169
|
|
|
708,594
|
|
|
425,000
|
|
|
31,613
|
|
|
74,600
|
|
|
2,249,976
|
|
Administrative Officer, Secretary
|
|
2017
|
|
455,625
|
|
|
—
|
|
|
463,580
|
|
|
520,837
|
|
|
460,000
|
|
|
26,784
|
|
|
76,906
|
|
|
2,003,732
|
|
Mark W. Westphal(2)
|
|
2019
|
|
588,461
|
|
|
—
|
|
|
745,664
|
|
|
782,524
|
|
|
720,000
|
|
|
3,053
|
|
|
17,513
|
|
|
2,857,215
|
|
President, Foodservice
|
|
2018
|
|
522,171
|
|
|
—
|
|
|
1,375,602
|
|
|
582,864
|
|
|
1,022,668
|
|
|
6,233
|
|
|
40,112
|
|
|
3,549,650
|
|
(1)
|
Mr. Friedman joined the Company effective July 23, 2018.
|
(2)
|
Mr. Westphal was promoted to the role of President, Foodservice (formerly known as Michael Foods) effective January 12, 2018.
|
(3)
|
The amounts relate to awards of RSUs and PRSUs granted in the fiscal year. The awards reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718, and do not correspond to the actual values that will be realized by the NEOs. See Note 20 to the Company’s fiscal year 2019 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. The 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, excluding the effect of estimated forfeitures. For Messrs. Vitale and Zadoks and Ms. Gray, in fiscal years 2019 and 2018 this amount includes a RSU award and a PRSU award; for all other NEOs, this amount reflects RSU awards. For Mr. Westphal, in fiscal year 2018 this amount includes two RSU awards: (i) an annual grant on December 1, 2017 and (ii) a grant on December 4, 2017 in connection with his promotion.
|
GRANT DATE VALUE OF PRSUS
|
|||||||||
|
Fiscal Year
|
At Minimum
0%
($)
|
At Threshold
25%
($)
|
At Target
100%
($)
|
At Maximum
200%
($)
|
||||
Robert V. Vitale
|
2019
|
—
|
|
1,155,746
|
|
4,622,984
|
|
9,245,968
|
|
|
2018
|
—
|
|
628,859
|
|
2,515,241
|
|
5,030,482
|
|
Jeff A. Zadoks
|
2019
|
—
|
|
209,201
|
|
836,561
|
|
1,673,122
|
|
|
2018
|
—
|
|
89,823
|
|
359,390
|
|
718,780
|
|
Diedre J. Gray
|
2019
|
—
|
|
181,675
|
|
726,455
|
|
1,452,910
|
|
|
2018
|
—
|
|
70,764
|
|
283,055
|
|
566,110
|
|
(4)
|
The amounts relate to option awards granted in the fiscal year and reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amounts that will be realized upon exercise by the NEOs. See Note 20 to the Company’s fiscal year 2019 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.
|
(5)
|
The amounts reported in this column reflect bonuses earned by the NEOs during the fiscal year under our Senior Management Bonus Program, discussed above in Compensation Discussion and Analysis. For Mr. Westphal, in fiscal year 2018 this amount also reflects a $235,168 bonus earned under the Post Holdings, Inc. Performance Reward Program Fiscal Years 2016 - 2018.
|
(6)
|
The amounts reported in this column represent the aggregate earnings on the respective NEO’s account under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees. These amounts are included in the Non-Qualified Deferred Compensation table below.
|
(7)
|
Amounts shown in the “All Other Compensation” column include the following:
|
Name
|
|
Year
|
|
Matching
Contributions
($)
|
|
Life Insurance
Premiums ($) |
|
Personal Use of Aircraft
($) (a) |
|
Tax Gross-Ups
($) (b)
|
|
Miscellaneous ($)
|
|
Total
($)
|
||||||
Robert V. Vitale
|
|
2019
|
|
16,800
|
|
|
714
|
|
|
88,830
|
|
|
35,529
|
|
|
—
|
|
|
141,873
|
|
|
|
2018
|
|
129,977
|
|
|
714
|
|
|
103,528
|
|
|
110,574
|
|
|
80,000 (c)
|
|
|
424,793
|
|
|
|
2017
|
|
163,120
|
|
|
714
|
|
|
20,030
|
|
|
11,606
|
|
|
—
|
|
|
195,470
|
|
Jeff A. Zadoks
|
|
2019
|
|
16,800
|
|
|
714
|
|
|
13,571
|
|
|
2,673
|
|
|
—
|
|
|
33,758
|
|
|
|
2018
|
|
61,013
|
|
|
714
|
|
|
—
|
|
|
2,509
|
|
|
—
|
|
|
64,236
|
|
|
|
2017
|
|
69,955
|
|
|
714
|
|
|
—
|
|
|
2,136
|
|
|
—
|
|
|
72,805
|
|
Howard A. Friedman
|
|
2019
|
|
—
|
|
|
714
|
|
|
70,153
|
|
|
12,841
|
|
|
—
|
|
|
83,708
|
|
|
|
2018
|
|
—
|
|
|
119
|
|
|
15,038
|
|
|
1,665
|
|
|
—
|
|
|
16,822
|
|
Diedre J. Gray
|
|
2019
|
|
16,800
|
|
|
714
|
|
|
11,528
|
|
|
4,456
|
|
|
—
|
|
|
33,498
|
|
|
|
2018
|
|
54,519
|
|
|
714
|
|
|
13,367
|
|
|
6,000
|
|
|
—
|
|
|
74,600
|
|
|
|
2017
|
|
62,674
|
|
|
714
|
|
|
9,021
|
|
|
4,497
|
|
|
—
|
|
|
76,906
|
|
Mark W. Westphal
|
|
2019
|
|
16,800
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,513
|
|
|
|
2018
|
|
39,398
|
|
|
714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,112
|
|
(a)
|
Amounts are based on the aggregate incremental cost to us of the NEO’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, contract pilot 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 the aircraft, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of NEOs occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.
|
(b)
|
Executive officers may use the 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. For Mr. Vitale, this figure also includes $76,709 in fiscal year 2018 to reimburse him for amounts necessary to offset the impact of income taxes related to the Company’s reimbursement of his business club initial membership fee.
|
(c)
|
Amount consists of reimbursement for Mr. Vitale’s business club initial membership fee.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)(3)
|
|
Option
Awards
($)(4)
|
|
Non-Equity
Incentive Plan
Compensation
($)(5)
|
|
Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(6)
|
|
All Other
Compensation
($)(7)
|
|
Total
($)
|
||||||||
Robert V. Vitale
|
|
2019
|
|
1,356,687
|
|
|
—
|
|
|
2,681,623
|
|
|
—
|
|
|
1,620,000
|
|
|
84,753
|
|
|
141,873
|
|
|
5,884,936
|
|
President & CEO
|
|
2018
|
|
1,175,000
|
|
|
—
|
|
|
2,350,127
|
|
|
—
|
|
|
1,530,000
|
|
|
93,655
|
|
|
424,793
|
|
|
5,573,575
|
|
|
|
2017
|
|
1,000,000
|
|
|
—
|
|
|
2,139,635
|
|
|
—
|
|
|
1,200,000
|
|
|
63,693
|
|
|
195,470
|
|
|
4,598,798
|
|
Jeff A. Zadoks
|
|
2019
|
|
673,343
|
|
|
—
|
|
|
631,634
|
|
|
—
|
|
|
540,000
|
|
|
35,102
|
|
|
33,758
|
|
|
1,913,837
|
|
EVP & CFO
|
|
2018
|
|
563,125
|
|
|
—
|
|
|
447,323
|
|
|
—
|
|
|
484,500
|
|
|
26,682
|
|
|
64,236
|
|
|
1,585,866
|
|
|
|
2017
|
|
510,000
|
|
|
—
|
|
|
707,499
|
|
|
—
|
|
|
515,000
|
|
|
27,432
|
|
|
72,805
|
|
|
1,832,736
|
|
Howard A. Friedman(1)
|
|
2019
|
|
700,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525,000
|
|
|
1,824
|
|
|
83,708
|
|
|
1,310,532
|
|
President & CEO,
|
|
2018
|
|
135,512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,822
|
|
|
152,334
|
|
Post Consumer Brands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diedre J. Gray
|
|
2019
|
|
589,384
|
|
|
—
|
|
|
607,693
|
|
|
—
|
|
|
472,500
|
|
|
7,965
|
|
|
33,498
|
|
|
1,711,040
|
|
EVP, General Counsel & Chief
|
|
2018
|
|
495,000
|
|
|
—
|
|
|
447,323
|
|
|
—
|
|
|
425,000
|
|
|
31,613
|
|
|
74,600
|
|
|
1,473,536
|
|
Administrative Officer, Secretary
|
|
2017
|
|
455,625
|
|
|
—
|
|
|
707,499
|
|
|
—
|
|
|
460,000
|
|
|
26,784
|
|
|
76,906
|
|
|
1,726,814
|
|
Mark W. Westphal(2)
|
|
2019
|
|
588,461
|
|
|
—
|
|
|
371,870
|
|
|
—
|
|
|
720,000
|
|
|
3,053
|
|
|
17,513
|
|
|
1,700,897
|
|
President, Foodservice
|
|
2018
|
|
522,171
|
|
|
—
|
|
|
280,800
|
|
|
—
|
|
|
1,022,668
|
|
|
6,233
|
|
|
40,112
|
|
|
1,871,984
|
|
(1)
|
Mr. Friedman joined the Company effective July 23, 2018.
|
(2)
|
Mr. Westphal was promoted to the role of President, Foodservice (formerly known as Michael Foods) effective January 12, 2018.
|
(3)
|
In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the NEOs from RSUs that vested during the applicable fiscal year. No PRSUs vested during any of the applicable fiscal years.
|
(4)
|
In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the NEOs from options that were exercised during the applicable fiscal year.
|
(5)
|
The amounts reported in this column reflect bonuses earned by the NEOs during the fiscal year under our Senior Management Bonus Program, discussed above in Compensation Discussion and Analysis. For Mr. Westphal, in fiscal year 2018 this amount also reflects a $235,168 bonus earned under the Post Holdings, Inc. Performance Reward Program Fiscal Years 2016 - 2018.
|
(6)
|
The amounts reported in this column represent the aggregate earnings on the respective NEO’s account under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees. These amounts are included in the Non-Qualified Deferred Compensation table below.
|
(7)
|
Amounts shown in the “All Other Compensation” column include the following:
|
Name
|
|
Year
|
|
Matching
Contributions
($)
|
|
Life Insurance
Premiums ($) |
|
Personal Use of Aircraft
($) (a) |
|
Tax Gross-Ups
($) (b)
|
|
Miscellaneous ($)
|
|
Total
($)
|
||||||
Robert V. Vitale
|
|
2019
|
|
16,800
|
|
|
714
|
|
|
88,830
|
|
|
35,529
|
|
|
—
|
|
|
141,873
|
|
|
|
2018
|
|
129,977
|
|
|
714
|
|
|
103,528
|
|
|
110,574
|
|
|
80,000 (c)
|
|
|
424,793
|
|
|
|
2017
|
|
163,120
|
|
|
714
|
|
|
20,030
|
|
|
11,606
|
|
|
—
|
|
|
195,470
|
|
Jeff A. Zadoks
|
|
2019
|
|
16,800
|
|
|
714
|
|
|
13,571
|
|
|
2,673
|
|
|
—
|
|
|
33,758
|
|
|
|
2018
|
|
61,013
|
|
|
714
|
|
|
—
|
|
|
2,509
|
|
|
—
|
|
|
64,236
|
|
|
|
2017
|
|
69,955
|
|
|
714
|
|
|
—
|
|
|
2,136
|
|
|
—
|
|
|
72,805
|
|
Howard A. Friedman
|
|
2019
|
|
—
|
|
|
714
|
|
|
70,153
|
|
|
12,841
|
|
|
—
|
|
|
83,708
|
|
|
|
2018
|
|
—
|
|
|
119
|
|
|
15,038
|
|
|
1,665
|
|
|
—
|
|
|
16,822
|
|
Diedre J. Gray
|
|
2019
|
|
16,800
|
|
|
714
|
|
|
11,528
|
|
|
4,456
|
|
|
—
|
|
|
33,498
|
|
|
|
2018
|
|
54,519
|
|
|
714
|
|
|
13,367
|
|
|
6,000
|
|
|
—
|
|
|
74,600
|
|
|
|
2017
|
|
62,674
|
|
|
714
|
|
|
9,021
|
|
|
4,497
|
|
|
—
|
|
|
76,906
|
|
Mark W. Westphal
|
|
2019
|
|
16,800
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,513
|
|
|
|
2018
|
|
39,398
|
|
|
714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,112
|
|
(a)
|
Amounts are based on the aggregate incremental cost to us of the NEO’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, contract pilot 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 the aircraft, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of NEOs occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s SIFL formula for imputing taxable income for such use.
|
(b)
|
Executive officers may use the 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. For Mr. Vitale, this figure also includes $76,709 in fiscal year 2018 to reimburse him for amounts necessary to offset the impact of income taxes related to the Company’s reimbursement of his business club initial membership fee.
|
(c)
|
Amount consists of reimbursement for Mr. Vitale’s business club initial membership fee.
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1) |
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
|
All Other Stock Awards: Number of Shares of Stock or Units
(#) (3)
|
All Other Option Awards: Number of Securities Underlying Options
(#) (4)
|
Exercise or Base Price of Option Awards
($/Sh) |
Grant Date Fair Value of Stock and Option Awards
($)(5) |
||||||||||
Name
|
Grant Type
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||
Robert V. Vitale
|
Annual Incentive
|
|
900,000
|
|
1,800,000
|
|
2,700,000
|
|
|
|
|
|
|
|
|
|
|||
|
PRSUs
|
11/13/2018
|
|
|
|
|
9,447
|
37,788
|
75,576
|
|
|
|
4,622,984
|
|
|||||
|
RSUs
|
11/13/2018
|
|
|
|
|
|
|
|
37,788
|
|
|
3,479,519
|
|
|||||
Jeff A. Zadoks
|
Annual Incentive
|
|
300,000
|
|
600,000
|
|
900,000
|
|
|
|
|
|
|
|
|
|
|||
|
Options
|
11/13/2018
|
|
|
|
|
|
|
|
|
19,537
|
|
92.08
|
|
660,796
|
|
|||
|
PRSUs
|
11/13/2018
|
|
|
|
|
1,710
|
6,838
|
13,676
|
|
|
|
836,561
|
|
|||||
|
RSUs
|
11/13/2018
|
|
|
|
|
|
|
|
6,838
|
|
|
629,643
|
|
|||||
Howard A. Friedman
|
Annual Incentive
|
|
350,000
|
|
700,000
|
|
1,050,000
|
|
|
|
|
|
|
|
|
|
|||
|
Options
|
11/13/2018
|
|
|
|
|
|
|
|
|
24,678
|
|
92.08
|
|
834,679
|
|
|||
|
RSUs
|
11/13/2018
|
|
|
|
|
|
|
|
8,637
|
|
|
795,295
|
|
|||||
Diedre J. Gray
|
Annual Incentive
|
|
262,500
|
|
525,000
|
|
787,500
|
|
|
|
|
|
|
|
|
|
|||
|
Options
|
11/13/2018
|
|
|
|
|
|
|
|
|
16,966
|
|
92.08
|
|
573,838
|
|
|||
|
PRSUs
|
11/13/2018
|
|
|
|
|
1,485
|
5,938
|
11,876
|
|
|
|
726,455
|
|
|||||
|
RSUs
|
11/13/2018
|
|
|
|
|
|
|
|
5,938
|
|
|
546,771
|
|
|||||
Mark W. Westphal
|
Annual Incentive
|
|
300,000
|
|
600,000
|
|
900,000
|
|
|
|
|
|
|
|
|
|
|||
|
Options
|
11/13/2018
|
|
|
|
|
|
|
|
|
23,136
|
|
92.08
|
|
782,524
|
|
|||
|
RSUs
|
11/13/2018
|
|
|
|
|
|
|
|
8,098
|
|
|
745,664
|
|
(1)
|
These columns consist of threshold, target and maximum annual incentive targets for fiscal year 2019 under the Senior Management Bonus Program. The “Threshold” column represents the amount payable to the NEO if the threshold performance level is achieved. If the threshold performance level is not achieved, the NEO may receive a lower cash award payout (to the extent discretion is exercised) or no cash award payout at all. The “Target” column represents the payout amount if the specified performance targets are achieved. The “Maximum” column represents the maximum payout possible. See the Summary Compensation Table for actual amounts paid under the Senior Management Bonus Program.
|
(2)
|
These columns consist of the threshold, target and maximum number of PRSUs granted in fiscal year 2019 that will vest based on the Company’s total shareholder return over a three-year performance period ending September 30, 2021. The actual earned award may range from 0% to 200% based on performance. The “Threshold” column represents the number of units that will vest at a 25% vesting percentage. The “Target” column represents the number of units that will vest if the specified performance targets are achieved. 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, 2021.
|
(3)
|
This column contains the number of RSUs granted in fiscal year 2019.
|
(4)
|
This column contains the number of non-qualified stock options granted in fiscal year 2019.
|
(5)
|
This column represents (a) the grant date fair value of options and 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 ($92.08 per share for awards granted on November 13, 2018), and (b) the grant date fair value of PRSUs, which was calculated assuming 100% attainment of target with a fair value of $122.34 per share and in accordance with FASB ASC Topic 718.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
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
($) (23)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares, Units or Other Rights
That
Have Not
Vested
($) (23)
|
|||||||
Robert V. Vitale
|
|
100,000
|
|
(1)
|
—
|
|
|
31.25
|
|
05/29/2022
|
|
19,000
|
|
(11)
|
2,010,960
|
|
|
|
|
||
|
|
—
|
|
|
100,000
|
|
(2)
|
33.89
|
|
11/19/2022
|
|
174,855
|
|
(12)
|
18,506,653
|
|
|
|
|
||
|
|
100,000
|
|
(3)
|
—
|
|
|
40.30
|
|
10/15/2023
|
|
6,667
|
|
(13)
|
705,635
|
|
|
|
|
||
|
|
125,000
|
|
(4)
|
—
|
|
|
33.79
|
|
10/09/2024
|
|
17,156
|
|
(14)
|
1,815,791
|
|
|
|
|
||
|
|
300,000
|
|
(5)
|
—
|
|
|
49.48
|
|
02/27/2025
|
|
37,788
|
|
(15)
|
3,999,482
|
|
|
|
|
||
|
|
130,000
|
|
(6)
|
—
|
|
|
60.50
|
|
11/16/2025
|
|
|
|
|
51,468
|
(16)
|
5,447,373
|
||||
|
|
128,000
|
|
(7)
|
64,000
|
|
|
71.32
|
|
11/14/2026
|
|
|
|
|
75,576
|
(17)
|
7,998,964
|
||||
|
|
24,142
|
|
(8)
|
48,285
|
|
|
80.15
|
|
11/13/2027
|
|
|
|
|
|
|
|
||||
Jeff A. Zadoks
|
|
20,000
|
|
(6)
|
—
|
|
|
60.50
|
|
11/16/2025
|
|
20,000
|
|
(18)
|
2,116,800
|
|
|
|
|
||
|
|
16,000
|
|
(7)
|
8,000
|
|
|
71.32
|
|
11/14/2026
|
|
2,167
|
|
(13)
|
229,355
|
|
|
|
|
||
|
|
10,506
|
|
(8)
|
21,012
|
|
|
80.15
|
|
11/13/2027
|
|
2,452
|
|
(14)
|
259,520
|
|
|
|
|
||
|
|
—
|
|
|
19,537
|
|
(9)
|
92.08
|
|
11/13/2028
|
|
6,838
|
|
(15)
|
723,734
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
7,354
|
(16)
|
778,347
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
13,676
|
(17)
|
1,447,468
|
|||||||
Howard A. Friedman
|
|
—
|
|
|
24,678
|
|
(9)
|
92.08
|
|
11/13/2028
|
|
39,000
|
|
(19)
|
4,127,760
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
8,637
|
|
(15)
|
914,140
|
|
|
|
|
|||||
Diedre J. Gray
|
|
15,000
|
|
(6)
|
—
|
|
|
60.50
|
|
11/16/2025
|
|
16,000
|
|
(18)
|
1,693,440
|
|
|
|
|
||
|
|
14,000
|
|
(7)
|
7,000
|
|
|
71.32
|
|
11/14/2026
|
|
2,167
|
|
(13)
|
229,355
|
|
|
|
|
||
|
|
8,275
|
|
(8)
|
16,551
|
|
|
80.15
|
|
11/13/2027
|
|
1,931
|
|
(14)
|
204,377
|
|
|
|
|
||
|
|
—
|
|
|
16,966
|
|
(9)
|
92.08
|
|
11/13/2028
|
|
5,938
|
|
(15)
|
628,478
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
5,792
|
(16)
|
613,025
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
11,876
|
(17)
|
1,256,956
|
|||||||
Mark W. Westphal
|
|
6,836
|
|
|
13,672
|
|
(10)
|
79.52
|
|
12/01/2027
|
|
1,378
|
|
(20)
|
145,848
|
|
|
|
|
||
|
|
—
|
|
|
23,136
|
|
(9)
|
92.08
|
|
11/13/2028
|
|
3,190
|
|
(21)
|
337,630
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
12,593
|
|
(22)
|
1,332,843
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
8,098
|
|
(15)
|
857,092
|
|
|
|
|
(1)
|
Non-qualified stock options; exercisable in equal installments on May 29, 2013, 2014 and 2015.
|
(2)
|
Non-qualified stock options; exercisable in one installment on November 19, 2019.
|
(3)
|
Non-qualified stock options; exercisable in equal installments on October 15, 2014, 2015 and 2016.
|
(4)
|
Non-qualified stock options; exercisable in equal installments on October 9, 2015, 2016 and 2017.
|
(5)
|
Non-qualified stock options; exercisable in equal installments on February 27, 2016, 2017 and 2018.
|
(6)
|
Non-qualified stock options; exercisable in equal installments on November 16, 2016, 2017 and 2018.
|
(7)
|
Non-qualified stock options; exercisable in equal installments on November 14, 2017, 2018 and 2019.
|
(8)
|
Non-qualified stock options; exercisable in equal installments on November 13, 2018, 2019 and 2020.
|
(9)
|
Non-qualified stock options; exercisable in equal installments on November 13, 2019, 2020 and 2021.
|
(10)
|
Non-qualified stock options; exercisable in equal installments on December 1, 2018, 2019 and 2020.
|
(11)
|
RSUs; restrictions lapse in one installment on November 19, 2019. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date.
|
(12)
|
RSUs; restrictions lapse in one installment on February 2, 2021. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date.
|
(13)
|
RSUs; restrictions lapse in equal installments on November 14, 2017, 2018 and 2019. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date.
|
(14)
|
RSUs; restrictions lapse in equal installments on November 13, 2018, 2019 and 2020. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date.
|
(15)
|
RSUs; restrictions lapse in equal installments on November 13, 2019, 2020 and 2021. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date.
|
(16)
|
PRSUs; vest in one installment after September 30, 2020, but no later than December 31, 2020. 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.
|
(17)
|
PRSUs; vest in one installment after September 30, 2021, but no later than December 31, 2021. 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.
|
(18)
|
RSUs; restrictions lapse in equal installments on June 17, 2020, 2021, 2022, 2023 and 2024. Each RSU will be paid out in cash equal to the greater of the grant date price of $51.43 or the fair market value of one share of the Company’s common stock on the applicable vesting date and paid within 60 days of the applicable vesting date.
|
(19)
|
RSUs; restrictions lapse in one installment on July 23, 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date.
|
(20)
|
RSUs; restrictions lapse in equal installments on November 16, 2017, 2018 and 2019. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date.
|
(21)
|
RSUs; restrictions lapse in equal installments on December 1, 2018, 2019 and 2020. The RSUs will be paid in shares of the Company’s common stock within 60 days of the applicable vesting date.
|
(22)
|
RSUs; restrictions lapse in one installment on December 4, 2022. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date.
|
(23)
|
Based on our closing stock price of $105.84 on September 30, 2019.
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized
on Exercise
($)
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized
on Vesting
($)
|
||||
Robert V. Vitale
|
—
|
|
|
—
|
|
|
28,579
|
|
|
2,681,623
|
|
Jeff A. Zadoks
|
—
|
|
|
—
|
|
|
6,726
|
|
|
631,634
|
|
Howard A. Friedman
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diedre J. Gray
|
—
|
|
|
—
|
|
|
6,466
|
|
|
607,693
|
|
Mark W. Westphal
|
—
|
|
|
—
|
|
|
3,860
|
|
|
371,870
|
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants and
Rights (#)
|
|
|
Weighted
Average of
Exercise Price
of Outstanding
Options, Warrants and
Rights ($) (1)
|
|
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (#) (2)
|
|||
Equity compensation plans approved by security holders
|
|
3,073,738
|
|
(3)
|
|
56.87
|
|
|
1,452,820
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Total
|
|
3,073,738
|
|
|
|
|
|
1,452,820
|
|
(1)
|
Weighted average exercise price of outstanding options and stock appreciation rights; excludes RSUs and PRSUs.
|
(2)
|
These shares of common stock are issuable under the Post Holdings, Inc. 2019 Long-Term Incentive Plan.
|
(3)
|
The number includes 1,758,026 shares of common stock issuable upon the exercise of outstanding non-qualified stock options, 1,013,939 outstanding RSUs which will be settled in shares of our common stock, 165,742 outstanding PRSUs which will be settled in shares of our common stock (which amount reflects vesting at the 200% maximum vesting level (82,871 relate to vesting at the 100% target vesting level)), 135,000 outstanding SARs held by our non-management directors and 1,031 outstanding SARs which were converted from Ralcorp awards to Post awards. Excludes SARs and RSUs which, by their terms, will be settled in cash. The weighted-average remaining contractual term in years of our SARs (excluding SARs which, by their terms, will be settled in cash) is 3.73 years. The weighted-average remaining contractual term in years of our outstanding non-qualified stock options is 6.06 years. See Note 20 to the Company’s fiscal year 2019 financial statements in the Company’s Annual Report on Form 10-K for additional information.
|
Name
|
|
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
|
|
135,669
|
|
|
—
|
|
|
84,753
|
|
|
—
|
|
|
1,229,866
|
|
Jeff A. Zadoks
|
|
51,159
|
|
|
—
|
|
|
35,102
|
|
|
—
|
|
|
453,424
|
|
Howard A. Friedman
|
|
36,750
|
|
|
—
|
|
|
1,824
|
|
|
—
|
|
|
38,574
|
|
Diedre J. Gray
|
|
29,469
|
|
|
—
|
|
|
7,965
|
|
|
—
|
|
|
335,454
|
|
Mark W. Westphal
|
|
—
|
|
|
—
|
|
|
3,053
|
|
|
—
|
|
|
75,863
|
|
(1)
|
These amounts reflect deferrals into the Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees as of September 30, 2019.
|
(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.
|
(3)
|
These amounts are included in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table and reflect the aggregate earnings to the Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees.
|
(4)
|
Of the aggregate balances shown in this column, the following amounts were included in the Summary Compensation Table for fiscal year 2018: Mr. Vitale, $207,131; Mr. Zadoks, $71,195; Ms. Gray, $69,633 and Mr. Westphal, $29,131. Of the aggregate balances shown in this column, the following amounts were included in the Summary Compensation Table for fiscal year 2017: Mr. Vitale, $210,613; Mr. Zadoks, $81,187 and Ms. Gray, $73,258.
|
•
|
a lump sum payment of two times the executive’s annual base salary (excluding bonus and incentive compensation) at the time of the qualifying termination, plus an amount equal to two times his or her then current target annual bonus amount, plus $20,000;
|
•
|
a prorated portion of the applicable annual bonus program target award based on the number of full weeks worked during the fiscal year as of the effective date of termination, provided that the performance goals are achieved;
|
•
|
Company contributions toward the cost of COBRA healthcare continuation coverage for up to twelve weeks;
|
•
|
outplacement services for a period to be determined by us, but not exceeding two years; and
|
•
|
vesting of certain equity awards with a time-based vesting schedule on other than a ratable basis made under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and the Post Holdings, Inc. 2016 Long-Term Incentive Plan, as described below in the subsection Equity Grant Agreements and Nonqualified Deferred Compensation.
|
•
|
Equity awards issued to officers under both the 2012 Plan and the 2016 Plan vest in whole or in part upon a termination because of death or disability.
|
•
|
The agreement governing the RSUs awarded to Mr. Vitale on February 2, 2016 provides by its terms that the vesting of the award will fully accelerate in the event of Mr. Vitale’s retirement, which is defined as a voluntary termination of employment after a combination of Mr. Vitale’s age and years of service reaches 65.
|
•
|
Award agreements issued under the 2016 Plan to Messrs. Friedman and Westphal provide that if the officer’s employment with a Company affiliate terminates as a result of the sale of his employing business or Company subsidiary, and the acquirer does not agree to assume the award on substantially the same terms, then the award fully vests.
|
•
|
RSUs granted to Mr. Westphal on December 4, 2017 and RSUs granted to Mr. Friedman on July 23, 2018 vest in full on the fifth anniversary of the date of grant, but if such officer’s employment is involuntarily terminated without cause before that vesting date, a portion of the RSUs vests upon that termination of employment. The portion is determined as if the original vesting schedule had provided for vesting in equal installments on each of the first, second and third anniversaries of the date of grant.
|
•
|
Additionally, under the Plan, in the event that an executive covered under the Plan has an equity award that was issued under the 2012 Plan or the 2016 Plan 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.
|
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)
|
|
—
|
|
|
7,868,000
|
|
(1)
|
8,201,683
|
|
(2)
|
—
|
|
|
|
|
Value of Stock and Option Awards
|
(3)
|
—
|
|
|
9,205,960
|
|
|
48,308,521
|
|
|
48,308,521
|
|
|
|
|
Non-qualified Deferred Compensation
|
(4)
|
1,229,866
|
|
|
1,229,866
|
|
|
1,229,866
|
|
(5)
|
1,229,866
|
|
|
|
|
Health Benefits and Insurance
|
|
—
|
|
|
3,234
|
|
|
69,349
|
|
|
—
|
|
(6)
|
|
|
Outplacement Assistance
|
|
—
|
|
|
40,000
|
|
|
20,000
|
|
|
—
|
|
|
|
|
Total
|
|
1,229,866
|
|
|
18,347,060
|
|
|
57,829,419
|
|
|
49,538,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jeff A. Zadoks
|
|
Cash (Salary and Bonus)
|
|
—
|
|
|
3,044,000
|
|
(1)
|
3,287,182
|
|
(2)
|
—
|
|
|
|
|
Value of Stock and Option Awards
|
(3)
|
—
|
|
|
2,116,800
|
|
|
6,168,494
|
|
|
6,168,494
|
|
|
|
|
Non-qualified Deferred Compensation
|
(4)
|
453,424
|
|
|
453,424
|
|
|
453,424
|
|
(7)
|
453,424
|
|
|
|
|
Health Benefits and Insurance
|
|
—
|
|
|
3,234
|
|
|
69,349
|
|
|
—
|
|
(6)
|
|
|
Outplacement Assistance
|
|
—
|
|
|
12,000
|
|
|
20,000
|
|
|
—
|
|
|
|
|
Total
|
|
453,424
|
|
|
5,629,458
|
|
|
9,998,449
|
|
|
6,621,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Howard A. Friedman
|
|
Cash (Salary and Bonus)
|
|
—
|
|
|
3,520,000
|
|
(1)
|
3,797,075
|
|
(2)
|
—
|
|
|
|
|
Value of Stock and Option Awards
|
(3)
|
—
|
|
|
—
|
|
|
2,889,735
|
|
|
2,889,735
|
|
|
|
|
Non-qualified Deferred Compensation
|
(4)
|
38,574
|
|
|
38,574
|
|
|
38,574
|
|
(8)
|
38,574
|
|
|
|
|
Health Benefits and Insurance
|
|
—
|
|
|
3,105
|
|
|
69,901
|
|
|
—
|
|
(6)
|
|
|
Outplacement Assistance
|
|
—
|
|
|
12,000
|
|
|
20,000
|
|
|
—
|
|
|
|
|
Total
|
|
38,574
|
|
|
3,573,679
|
|
|
6,815,285
|
|
|
2,928,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diedre J. Gray
|
|
Cash (Salary and Bonus)
|
|
—
|
|
|
2,666,000
|
|
(1)
|
2,876,285
|
|
(2)
|
—
|
|
|
|
|
Value of Stock and Option Awards
|
(3)
|
—
|
|
|
1,693,440
|
|
|
5,128,172
|
|
|
5,128,172
|
|
|
|
|
Non-qualified Deferred Compensation
|
(4)
|
335,454
|
|
|
335,454
|
|
|
335,454
|
|
(9)
|
335,454
|
|
|
|
|
Health Benefits and Insurance
|
|
—
|
|
|
2,952
|
|
|
69,901
|
|
|
—
|
|
(6)
|
|
|
Outplacement Assistance
|
|
—
|
|
|
12,000
|
|
|
20,000
|
|
|
—
|
|
|
|
|
Total
|
|
335,454
|
|
|
4,709,846
|
|
|
8,429,812
|
|
|
5,463,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mark W. Westphal
|
|
Cash (Salary and Bonus)
|
|
—
|
|
|
3,020,000
|
|
(1)
|
3,763,173
|
|
(2)
|
—
|
|
|
|
|
Value of Stock and Option Awards
|
(3)
|
—
|
|
|
—
|
|
|
2,828,211
|
|
|
2,828,211
|
|
|
|
|
Non-qualified Deferred Compensation
|
(4)
|
75,863
|
|
|
75,863
|
|
|
75,863
|
|
(10)
|
75,863
|
|
|
|
|
Health Benefits and Insurance
|
|
—
|
|
|
1,898
|
|
|
49,226
|
|
|
—
|
|
(6)
|
|
|
Outplacement Assistance
|
|
—
|
|
|
12,000
|
|
|
20,000
|
|
|
—
|
|
|
|
|
Total
|
|
75,863
|
|
|
3,109,761
|
|
|
6,736,473
|
|
|
2,904,074
|
|
|
(1)
|
For purposes of this calculation, the Company assumes that performance goals were achieved.
|
(2)
|
Net present value calculated using a discount rate of 5.22%.
|
(3)
|
All unvested RSU, PRSU and option awards were valued at the closing price of our common stock on September 30, 2019 of $105.84.
|
(4)
|
All amounts to be paid in lump sum unless otherwise specified.
|
(5)
|
In the event of a change in control without an involuntary termination, Mr. Vitale also would receive this amount. Of this amount, $246,920 plus aggregate earnings on such amount would be paid out in five annual installments.
|
(6)
|
All salaried employees are generally entitled to two times his or her annual base salary under the Company’s life insurance policies, capped at $700,000.
|
(7)
|
In the event of a change in control without an involuntary termination, Mr. Zadoks also would receive this amount. Of this amount, $73,684 plus aggregate earnings on such amount would be paid out in five annual installments.
|
(8)
|
In the event of a change in control without an involuntary termination, Mr. Friedman would receive $36,750 plus aggregate earnings on such amount.
|
(9)
|
In the event of a change in control without an involuntary termination, Ms. Gray also would receive this amount. Of this amount, $54,219 plus aggregate earnings on such amount would be paid out in ten annual installments.
|
(10)
|
In the event of a change in control without an involuntary termination, Mr. Westphal would receive $22,898 plus aggregate earnings on such amount.
|
•
|
The median employee was identified using employee information as of July 1, 2018, excluding our Chief Executive Officer. We excluded employees based in China (9) and Kenya (140) as permitted by SEC rules and regulations, as they represented less than 5% of our employee population. As a result, from our aggregate employee population of approximately 11,500 who were employed by the Company or subsidiaries consolidated in the Company’s financial statements as of July 1, 2018, an employee population of approximately 11,350 was considered in determining our median employee.
|
•
|
We used base pay as the consistently applied compensation measure to identify our median employee. From our employee population, we used statistical sampling to collect additional compensation data for a group of employees who were paid within a relatively narrow range around our estimated median consistently applied compensation measure. From this group, we selected an employee who was reasonably representative of our workforce to be our median employee.
|
Name
|
|
Fees Earned or
Paid in Cash
($)
|
|
Stock
Awards
($)(1)(2)
|
|
Option
Awards
($)(3)
|
|
Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(4)
|
|
All Other
Compensation
($)(5)(6)
|
|
Total
($)
|
|||||
Jay W. Brown
|
|
99,583
|
|
|
147,456
|
|
|
—
|
|
|
140,013
|
|
|
33,191
|
|
|
420,243
|
Edwin H. Callison
|
|
114,167
|
|
|
147,456
|
|
|
—
|
|
|
103,835
|
|
|
38,052
|
|
|
403,510
|
Gregory L. Curl
|
|
87,500
|
|
|
147,456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,956
|
Robert E. Grote
|
|
87,500
|
|
|
147,456
|
|
|
—
|
|
|
116,538
|
|
|
29,164
|
|
|
380,658
|
Ellen F. Harshman
|
|
87,500
|
|
|
147,456
|
|
|
—
|
|
|
15,336
|
|
|
20,165
|
|
|
270,457
|
David W. Kemper
|
|
100,833
|
|
|
147,456
|
|
|
—
|
|
|
37,856
|
|
|
33,608
|
|
|
319,753
|
David P. Skarie
|
|
92,917
|
|
|
147,456
|
|
|
—
|
|
|
119,172
|
|
|
30,969
|
|
|
390,514
|
William P. Stiritz
|
|
67,500
|
|
|
248,832
|
|
|
—
|
|
|
—
|
|
|
165,311
|
|
|
481,643
|
(1)
|
These amounts represent the grant date fair value of 1,600 RSUs (2,700 RSUs for Mr. Stiritz) granted on January 30, 2019. 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 20 to the Company’s fiscal year 2019 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. All awards fully vest on the first anniversary of the date of grant, and the stock issued pursuant to such awards must be held until the director has met the ownership requirements under our Stock Ownership Guidelines; however, shares are permitted to be sold to the extent necessary to satisfy any tax obligations relating to the vesting and delivery of such shares. In addition, all awards fully vest at the director’s disability or death.
|
(2)
|
The number of unvested RSUs held by each director, other than Mr. Stiritz and Ms. Harshman, as of September 30, 2019 was 5,200 RSUs. Mr. Stiritz held 2,700 unvested RSUs and Ms. Harshman held 3,500 unvested RSUs as of September 30, 2019.
|
(3)
|
As of September 30, 2019, Messrs. Brown, Callison, Curl, Grote and Skarie all held 25,000 vested SARs and Mr. Kemper held 10,000 vested SARs. All of these SARs fully vested on the third anniversary of the date of grant. Ms. Harshman and Mr. Stiritz held no SARs at September 30, 2019.
|
(4)
|
The amounts reported in this column represent the aggregate earnings on the respective non-management director’s account under our Deferred Compensation Plan for Non-Management Directors. This amount was negative for fiscal year 2019 for Mr. Stiritz, and his aggregate losses were $(54,173).
|
(5)
|
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 that 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 $22,498; and (b) personal use of the Company’s aircraft for the fiscal year ended September 30, 2019; the cost for such use was $142,813. Of such $142,813: (i) the incremental cost to us was $100,976, which is calculated by dividing the total estimated variable costs (such as fuel, landing fees, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for fiscal year 2019 and multiplying such amount by Mr. Stiritz’s total number of flight hours for non-business use for fiscal year 2019. Incremental costs do not include certain fixed costs that we incur by virtue of owning the aircraft, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of individuals occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s SIFL formula for imputing taxable income for such use; and (ii) we reimbursed Mr. Stiritz for amounts necessary to offset the impact of income taxes relating to such personal use of the Company’s aircraft in the amount of $41,837.
|
•
|
Total compensation should be competitive with the peer group approved by our Corporate Governance and Compensation Committee.
|
•
|
Compensation should be tied to our overall financial performance.
|
•
|
Compensation should align the long-term interests of our executives with those of our shareholders.
|
•
|
Compensation should serve as an incentive for our executives to remain employed with us, assisting in our long-term growth objectives.
|
Name and Address of Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
% of Shares
Outstanding (4) |
|
Vanguard Group Inc. (1)
PO Box 2600 V26, Valley Forge, PA 19482
|
|
6,515,545
|
|
9.0
|
%
|
Route One Investment Company, L.P. (2)
One Letterman Drive, Bldg D-Main, Suite DM200, San Francisco, CA 94129
|
|
6,148,140
|
|
8.5
|
%
|
BlackRock Inc. (3)
55 East 52nd Street, New York, NY 10055
|
|
5,522,224
|
|
7.7
|
%
|
(1)
|
As reported on Schedule 13F filed with the SEC on November 14, 2019 with a report date of September 30, 2019 (represents combined Vanguard Group Inc., Vanguard Fiduciary Trust and Vanguard Advisers). The filing indicated that as of September 30, 2019, Vanguard Group Inc. had sole investment power over 6,488,573 of such shares and shared defined investment power over 26,972 of such shares, and had sole voting power over 34,840 of such shares and no voting power over 6,480,705 of such shares.
|
(2)
|
As reported on Schedule 13F filed with the SEC on November 14, 2019 with a report date of September 30, 2019. The filing indicated that as of September 30, 2019, Route One Investment Company, L.P. had sole investment power and sole voting power over all of these shares.
|
(3)
|
As reported on Schedule 13F filed with the SEC on November 8, 2019 with a report date of September 30, 2019 (represents combined BlackRock Fund Advisors and BlackRock Institutional Trust Company). The filing indicated that as of September 30, 2019, BlackRock Inc. had sole investment power over all of these shares, and had sole voting power over 5,397,502 of these shares and no voting power over 124,722 of these shares.
|
(4)
|
The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November 26, 2019 (70,718,547 shares), plus the number of RSUs that vest within 60 days of that date (1,595 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date (1,388,612 shares), by all directors, director nominees and executive officers.
|
Name
|
Number of
Shares Beneficially Owned
|
|
RSUs Vesting Within 60 Days
|
Exercisable
Options (1)
|
|
Total
|
|
% of Shares
Outstanding (2)(3)
|
Other
Stock-Based
Items (4)
|
Total
Stock-Based
Ownership
|
|||||||
William P. Stiritz
|
4,646,418
|
|
(5)
|
—
|
|
—
|
|
|
4,646,418
|
|
|
6.6
|
%
|
116,346
|
|
4,762,764
|
|
Robert V. Vitale
|
113,026
|
|
(6)
|
—
|
|
1,094,273
|
|
(7)
|
1,207,299
|
|
|
1.7
|
%
|
—
|
|
1,207,299
|
|
Jay W. Brown
|
—
|
|
|
—
|
|
25,000
|
|
(8)
|
25,000
|
|
|
*
|
|
18,303
|
|
43,303
|
|
Edwin H. Callison
|
4,780
|
|
(9)
|
—
|
|
25,000
|
|
(8)
|
29,780
|
|
|
*
|
|
14,180
|
|
43,960
|
|
Gregory L. Curl
|
2,500
|
|
|
—
|
|
25,000
|
|
(8)
|
27,500
|
|
|
*
|
|
—
|
|
27,500
|
|
Robert E. Grote
|
2,750
|
|
(10)
|
—
|
|
25,000
|
|
(8)
|
27,750
|
|
|
*
|
|
15,438
|
|
43,188
|
|
Ellen F. Harshman
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
*
|
|
2,168
|
|
2,168
|
|
David W. Kemper
|
5,000
|
|
|
—
|
|
10,000
|
|
(8)
|
15,000
|
|
|
*
|
|
5,542
|
|
20,542
|
|
David P. Skarie
|
24,325
|
|
(11)
|
—
|
|
25,000
|
|
(8)
|
49,325
|
|
|
*
|
|
15,712
|
|
65,037
|
|
Jeff A. Zadoks
|
16,173
|
|
(12)
|
—
|
|
71,524
|
|
|
87,697
|
|
|
*
|
|
—
|
|
87,697
|
|
Howard A. Friedman
|
1,998
|
|
|
—
|
|
8,226
|
|
|
10,224
|
|
|
*
|
|
—
|
|
10,224
|
|
Diedre J. Gray
|
16,164
|
|
(13)
|
—
|
|
58,205
|
|
|
74,369
|
|
|
*
|
|
—
|
|
74,369
|
|
Mark W. Westphal
|
24,910
|
|
(14)
|
1,595
|
|
21,384
|
|
|
47,889
|
|
|
*
|
|
—
|
|
47,889
|
|
All directors and executive officers as a group (13 people)
|
4,858,044
|
|
|
1,595
|
|
1,388,612
|
|
|
6,248,251
|
|
|
8.7
|
%
|
187,689
|
|
6,435,940
|
|
(1)
|
Includes the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of November 26, 2019, by all directors, director nominees and executive officers.
|
(2)
|
The number of shares outstanding for purposes of this calculation for each individual was the number of shares outstanding as of November 26, 2019 (70,718,547 shares), plus the number of RSUs that vest within 60 days of that date for such individual, plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date, by such individual.
|
(3)
|
The number of shares outstanding for purposes of this calculation for all directors, director nominees and executive officers as a group was the number of shares outstanding as of November 26, 2019 (70,718,547 shares), plus the number of RSUs that vest within 60 days of that date (1,595 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date (1,388,612 shares), by all directors, director nominees and executive officers.
|
(4)
|
Includes indirect interests in shares of our common stock held under our Deferred Compensation Plan for Non-Management Directors. Although indirect interests in shares of our common stock under deferred compensation plans may not be voted or transferred, they have been included in the table above as they represent an economic interest in our common stock that is subject to the same market risk as ownership of actual shares of our common stock.
|
(5)
|
Includes 169,369 shares of common stock held in a trust for the benefit of Mr. Stiritz. Mr. Stiritz also has shared voting and investment power with respect to 384,132 shares of common stock held by his wife.
|
(6)
|
Includes 48,246 shares held in trusts for the benefit of Mr. Vitale.
|
(7)
|
Includes 468,989 exercisable stock options held in a trust for the benefit of Mr. Vitale, 30,000 exercisable stock options held in a trust for the benefit of Mr. Vitale’s wife and 60,000 exercisable stock options held in trusts for the benefit of Mr. Vitale’s children.
|
(8)
|
Prior to 2016, our non-management directors (other than our Chairman of the Board) were granted SARs on an annual basis; these SARs became exercisable three years from the date of grant.
|
(9)
|
Includes 100 shares of common stock held by Mr. Callison’s wife. Mr. Callison also has shared voting and investment power with respect to 300 shares held in a family trust and 880 shares held in his daughter’s and grandchildren’s trusts.
|
(10)
|
Mr. Grote has shared voting and investment power with respect to 1,000 shares held in his children’s trust.
|
(11)
|
Mr. Skarie has shared voting and investment power with his wife with respect to 432 shares held in his children’s trust.
|
(12)
|
Mr. Zadoks has shared voting and investment power with his wife with respect to 13,040 shares held in a revocable trust.
|
(13)
|
Ms. Gray has shared voting and investment power with her husband with respect to 12,841 shares held in a revocable trust and 500 shares held in a donor advised fund.
|
(14)
|
Includes 6,637 shares of common stock held by Mr. Westphal in the Post Holdings, Inc. Savings Investment Plan.
|
•
|
whether the terms of the transaction are no less favorable to us than terms generally available to an unaffiliated third party under similar circumstances;
|
•
|
the materiality of the director’s or officer’s interest in the transaction, including any actual or perceived conflicts of interest; and
|
•
|
the importance of the transaction and the benefit (or lack thereof) of such transaction to us.
|
1. Election of Directors:
|
For
|
Withhold
|
|
For
|
Withhold
|
|
For
|
Withhold
|
01 – Robert E. Grote
|
¨
|
¨
|
02 – David W. Kemper
|
¨
|
¨
|
03 – Robert V. Vitale
|
¨
|
¨
|
|
|
For
|
Against
|
Abstain
|
|
For
|
Against
|
Abstain
|
|
2. Ratification of PricewaterhouseCoopers LLP as the Company’s
Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2020.
|
|
¨
|
¨
|
¨
|
3. Advisory approval of the Company’s executive compensation.
|
¨
|
¨
|
¨
|
Change of Address — Please print your new address below.
|
|
Comments — Please print your comments below.
|
|
Meeting Attendance
|
|
|
|
|
|
Mark box to the right
if you plan to attend the
Annual Meeting.
|
¨
|
Date (mm/dd/yyyy) — Please print date below.
|
|
Signature 1 — Please keep signature within the box.
|
|
Signature 2 — Please keep signature within the box.
|
/ /
|
|
|
|
|
|
Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.envisionreports.com/POST
|
|
6IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6
|
PROXY/VOTING INSTRUCTION CARD — POST HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
|
x
|
|
|
2020 Annual Meeting Proxy Card
|
|||
6 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6
|
1. Election of Directors:
|
For
|
Withhold
|
|
For
|
Withhold
|
|
For
|
Withhold
|
01 – Robert E. Grote
|
c
|
c
|
02 – David W. Kemper
|
c
|
c
|
03 – Robert V. Vitale
|
c
|
c
|
|
|
For
|
Against
|
Abstain
|
|
For
|
Against
|
Abstain
|
|
2. Ratification of PricewaterhouseCoopers LLP as the Company’s
Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2020.
|
|
c
|
c
|
c
|
3. Advisory approval of the Company’s executive compensation.
|
c
|
c
|
c
|
Date (mm/dd/yyyy) — Please print date below.
|
|
Signature 1 — Please keep signature within the box.
|
|
Signature 2 — Please keep signature within the box.
|
/ /
|
|
|
|
|
6IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6
|
PROXY/VOTING INSTRUCTION CARD — POST HOLDINGS, INC.
|
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