PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this ~~Proxy Statement.~~proxy statement. This summary is not a complete description, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING



Time and Date:						9:00 a.m., Central Time, on Thursday, January ~~25, 2018~~28, 2021

~~Place:~~Website:						~~The Ritz-Carlton, St. Louis~~ ~~100 Carondelet Plaza~~ ~~St. Louis, Missouri 63105~~ www.meetingcenter.io/265732333

Password:						POST2021

Record Date:						November ~~28, 2017~~23, 2020

Voting:						Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the annual meeting.

~~VOTING ITEMS~~



~~Item~~

VOTING ITEMS

Item

Board

Recommendation

Page

Reference

Election of Two Directors

For all nominees

Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2021

For

Advisory Approval of the Company’s Executive Compensation

For

Transact any other business that properly comes before the meeting.

		~~Board~~ ~~Recommendation~~	~~Page~~ ~~Reference~~

~~Item 1~~	~~Election of Three Directors~~	~~For all nominees~~	11

~~Item 2~~	~~Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2018~~	~~For~~	14

~~Item 3~~	~~Advisory Approval of the Company’s Executive Compensation~~	~~For~~	45

~~Item 4~~	Vote to Amend and Restate the Company’s Amended and Restated Articles of Incorporation to Remove the Provision Giving the Company’s Board of Directors the Exclusive Power to Amend the Company’s Amended and Restated Bylaws	~~For~~	48

~~Transact any other business that properly comes before the meeting.~~

BOARD OF DIRECTORS

The following table provides summary information about each director nominee as of November ~~14, 2017.~~16, 2020. At our annual meeting, shareholders will be asked to elect the ~~three~~two director nominees in Class III listed in the table below. The Board of Directors unanimously recommends a vote FOR each nominee.

Class III - Directors whose terms expire at the ~~2018~~2021 annual meeting of shareholders and who are nominees for terms expiring at the ~~2021~~2024 annual meeting

Name

Director

Since

Occupation and Experience

Independent

Board Committees⁽¹⁾

CGCC

SFOC

~~Jay W. Brown~~

~~2012~~

~~Retired Executive~~

~~Yes~~

Edwin H. Callison

2012

Executive Vice President of Corporate Development of Breakthru Beverage Group, LLC

Yes

William P. Stiritz

2012

Retired Executive &and Chairman of the Board of Post Holdings, Inc.



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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As a matter of good governance, we are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, ~~2018.~~2021. The Board unanimously recommends a vote FOR ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

EXECUTIVE COMPENSATION

Our Board of Directors is asking that our shareholders vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This vote is not intended to address any specific item of our compensation ~~program,~~programs, but rather addresses our overall approach to the compensation of our named executive officers. Please read Compensation Discussion and Analysis beginning on page 1619 and the executive compensation tables beginning on page 3035 for additional details about our executive compensation programs. The Board of Directors unanimously recommends a vote FOR approval of the compensation of our named executive officers.

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AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO REMOVE THE PROVISION GIVING THE COMPANY’S BOARD OF DIRECTORS THE EXCLUSIVE POWER TO AMEND THE COMPANY’S AMENDED AND RESTATED BYLAWS

The Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws currently provide that our Board has the exclusive power to amend our Amended and Restated Bylaws. As a good corporate governance policy, our Board has approved the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to remove the provision giving our Board the exclusive power to amend the Company’s Amended and Restated Bylaws, and has approved an amendment and restatement of our Amended and Restated Bylaws to provide that the Company’s Amended and Restated Bylaws may be amended by either our Board or our shareholders. Missouri law and the Amended and Restated Articles of Incorporation require that an amendment of the Amended and Restated Articles of Incorporation be approved by our shareholders, and our Board is asking that our shareholders vote to approve the amendment and restatement of the Amended and Restated Articles of Incorporation. Please read ~~Amendment and Restatement of Articles of Incorporation to Remove the Board’s Exclusive Power to Amend Bylaws~~ ~~beginning on page 48 for additional details.~~

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PROXY AND VOTING INFORMATION

Why am I receiving these materials?

~~Our~~The Board of Directors (the “Board of Directors” or the “Board”) of Post Holdings, Inc. (“Post Holdings,” “Post,” the “Company” or “we”) is soliciting proxies for the ~~2018~~2021 annual meeting of shareholders. This proxy statement, the form of proxy and the Company’s ~~2017 Annual Report~~2020 annual report to ~~Shareholders~~shareholders will be available at www.envisionreports.com/POST beginning on December ~~11, 2017.~~7, 2020. On or about December ~~11, 2017,~~7, 2020, a Notice Regarding the Availability of Proxy Materials (the “Notice”) will be mailed to shareholders of record at the close of business on November ~~28, 2017.~~23, 2020, the record date for the 2021 annual meeting of shareholders. On the record date, there were ~~66,222,781~~65,880,093 shares of our common stock outstanding.

How can I receive printed proxy materials?

We have elected to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our annual meeting by reducing printing and mailing of full sets of materials. On or about December ~~11, 2017,~~7, 2020, we mailed to many of our shareholders a Notice containing instructions on how to access our proxy statement and annual report to shareholders online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials, unless you specifically request one. However, the Notice contains instructions on how to receive a paper copy of the materials.

~~Where and when~~Why is the Company holding a virtual annual meeting? How can I attend?

~~We will hold~~In light of the COVID-19 pandemic, the Board of Directors, after careful consideration, has decided that the annual meeting ~~on Thursday, January 25, 2018, at 9:00 a.m., Central Time, at The Ritz-Carlton, St. Louis, 100 Carondelet Plaza, St. Louis, Missouri 63105.~~

~~What am I being asked~~will be a completely virtual meeting of shareholders, which will be conducted exclusively online via a live audio-only webcast, in order to ~~vote on at~~protect the ~~meeting?~~

~~We are asking~~health and safety of our shareholders and employees. There will be no physical location for the annual meeting. You are entitled to ~~consider~~participate in the ~~following items:~~


1.	~~the election~~annual meeting only if you were a shareholder as of ~~the three nominees for director named in this proxy statement;~~


2.	~~the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2018;~~


3.	~~advisory approval of the Company’s executive compensation;~~


4.	a vote to amend and restate the Company’s Amended and Restated Articles of Incorporation to remove the provision giving the Company’s Board of Directors the exclusive power to amend the Company’s Amended and Restated Bylaws; and


5.	~~any other business properly introduced at the annual meeting.~~

~~How many votes do I have?~~

~~You have one vote for each share of our common stock that you owned at~~ the close of business on the record ~~date. These~~date, or if you hold a valid proxy for the annual meeting. The virtual annual meeting has been designed to provide substantially the same rights to participate as you would have at an in-person meeting.

If you are a shareholder, you can attend the annual meeting online, vote and submit your questions prior to and during the meeting by visiting www.meetingcenter.io/265732333. The password for the meeting is POST2021. Please follow the login and registration instructions outlined below. You will need a 15-digit control number to participate in the annual meeting.

Anyone may enter the annual meeting as a guest in listen-only mode at www.meetingcenter.io/265732333, but only shareholders of record and beneficial owners of shares ~~include:~~who have registered for the meeting may participate in the annual meeting.

The online meeting will begin promptly at 9:00 a.m., Central Time. We encourage you to access the meeting prior to the start time to provide ample time for logging in. Rules of conduct for the annual meeting will be posted on the annual meeting website at www.meetingcenter.io/265732333.

I am a shareholder of record. How do I register for the annual meeting?

If you are a shareholder of record (i.e., you hold your shares ~~registered directly in your name with our~~through the Company’s transfer agent, ~~for which~~Computershare), then you ~~are considered~~do not need to register to attend the ~~“shareholder~~annual meeting virtually. To attend the meeting, please visit the annual meeting website at www.meetingcenter.io/265732333 to log in on the day of ~~record;”~~the meeting. To access the meeting, you will need to enter the 15-digit control number printed in the shaded bar on your proxy card or Notice and the meeting password POST2021.

~~shares held for you as the~~I am a beneficial owner of shares. How do I register for the annual meeting?

If your shares are held in “street name” (i.e., you hold your shares through an intermediary, such as in a ~~broker,~~stock brokerage account or by a bank or other ~~nominee~~nominee), then you must register in ~~“street name;”~~advance in order to attend the annual meeting virtually. To register, you must submit a legal proxy that reflects your proof of proxy power. The legal proxy must reflect your Post Holdings, Inc. share holdings, along with your name. Please forward a copy of the legal proxy, along with your email address, to Computershare. Requests for registration should be directed to Computershare either by email to legalproxy@computershare.com (forwarding the email from your broker, or attaching an image of your legal proxy) or by mail to Computershare, Post Holdings Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than Monday, January 25, 2021. You will receive a confirmation of your registration by email (or by mail, if no email address is provided) after Computershare receives your registration materials. To attend the meeting, please visit the annual meeting website at www.meetingcenter.io/265732333 to log in on the day of the meeting. To access the meeting, you will need to enter the 15-digit control number provided in the confirmation sent by Computershare and the meeting password POST2021.

~~shares credited to your account in our savings investment plan.~~

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What is the difference between holding shares as a “shareholder of record” and as a “beneficial owner”?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the “shareholder of record” with respect to those shares. We have sent a Notice or proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in ~~street~~“street name.” Your broker, bank or other nominee who is considered the shareholder of record with respect to those shares has forwarded a Notice or proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card included in the mailing or by following its instructions for voting by telephone or the Internet.

What if I have trouble accessing the annual meeting virtually?

If you have difficulties logging into the annual meeting virtually, you can utilize the technical resources available on the log-in webpage for the virtual annual meeting at www.meetingcenter.io/265732333 or contact 877-498-8861 for technical assistance.

If there are any technical issues in convening or hosting the annual meeting, we will promptly post information to our newsroom website, www.postholdings.com/newsroom, under the Corporate and Financial Releases heading, including information on when the meeting will be reconvened.

What am I being asked to vote on at the meeting?

We are asking our shareholders to consider the following items:

1.the election of the two nominees to our Board of Directors named in this proxy statement;

2.the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2021;

3.advisory approval of the Company’s executive compensation; and

4.any other business properly introduced at the annual meeting.

How many votes do I have?

You have one vote for each share of our common stock that you owned at the close of business on the record date. These shares include:

•shares registered directly in your name with our transfer agent, Computershare, for which you are considered the “shareholder of record”;

•shares held for you as the beneficial owner through a broker, bank or other nominee in “street name”; and

•shares credited to your account in the Post Holdings, Inc. Savings Investment Plan, the 8th Avenue Food & Provisions, Inc. 401(k) Plan and the BellRing Brands, Inc. 401(k) Plan.

How can I vote my shares?

You can vote by proxy or ~~in person.~~

online at the virtual annual meeting. If you intend to vote at the virtual annual meeting, please refer to “Why is the Company holding a virtual annual meeting? How can I attend?” on page 2, “I am a shareholder of record. How do I register for the annual meeting?” on page 2 and “I am a beneficial owner of shares. How do I register for the annual meeting?” on page 2.

How do I vote by proxy?

Pursuant to rules adopted by the SEC, we are providing you access to our proxy materials over the Internet. Accordingly, we are sending a Notice to our shareholders of record. If you received a Notice by mail, you will not receive a printed copy of the proxy materials, including a printed proxy card, unless you request to receive these materials. The Notice will instruct you as to how you may access and review the proxy materials on the Internet on the website referred to in the Notice. The Notice also instructs you as to how you may vote on the Internet.

Registered Shares: If you are a shareholder of record, you may vote by telephone, Internet or mail. Our telephone and Internet voting procedures are designed to authenticate shareholders by using individual control numbers that can be found on the Notice or proxy card mailed to you.

~~Registered Shares~~•:

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 25, 2018.~~week.

•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 25, 2018.~~week.

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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.

Street Name Shares: If you hold shares through a broker, bank ~~broker~~ or other ~~institution,~~nominee, you will receive materials from that ~~firm~~person explaining how to vote.

If you submit your proxy using any of these methods, Jeff A. Zadoks or Diedre J. Gray, who have been appointed by our Board of Directors as the proxies for our shareholders for this meeting, will vote your shares in the manner you indicate. You may specify whether your shares should be voted for ~~all, some~~both, one or none of the nominees ~~for director~~to our Board of Directors and for or against any other proposals properly introduced at the annual meeting. If you vote by telephone or Internet and choose to vote with the ~~recommendation~~recommendations of our Board of Directors, or if you vote by mail, sign your proxy card and do not indicate specific choices, your shares will be voted “FOR” the election of the ~~three~~two nominees ~~for director;~~to our Board of Directors; “FOR” ratification of the appointment of our independent registered public accounting firm; and “FOR” the proposal regarding advisory approval of the Company’s executive ~~compensation; and “FOR” the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation.~~compensation.

If any other matter is presented at the meeting, your proxy will authorize Jeff A. Zadoks or Diedre J. Gray to vote your shares in accordance with ~~their~~his or her best judgment. At the time this proxy statement was printed, we knew of no matters to be considered at the annual meeting other than those referenced in this proxy statement.

~~If you wish~~How can I authorize someone else to ~~give a proxy to~~attend the annual meeting or vote for me?

Shareholders of Record: Shareholders of record can authorize someone other than ~~Jeff A. Zadoks or Diedre J. Gray, you may strike out their names~~the individual(s) named on the proxy card or Notice to attend the virtual meeting or vote on their behalf by crossing out the individual(s) named on the proxy card or Notice and ~~write in~~inserting the name, address and email address of ~~any~~the individual being authorized. Request registration of an authorized representative for the annual meeting by forwarding an image of your updated proxy card or Notice to Computershare either by email to legalproxy@computershare.com or by mail to Computershare, Post Holdings Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Beneficial Owners of Shares:Beneficial owners of shares can authorize someone other ~~person, sign~~than the individual(s) named on the legal proxy ~~and deliver it~~obtained from their brokers or banks to attend the virtual meeting or vote on their behalf by providing a written authorization to the ~~person whose~~individual being authorized along with a legal proxy. Contact information for the authorized individual, including name, ~~has been substituted.~~address and email address, is required for registration of the authorized representative. Requests for registration of an authorized representative for the annual meeting, along with the contact information specified above and an image of your legal proxy, should be directed to Computershare either by email to legalproxy@computershare.com or by mail to Computershare, Post Holdings Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Requests for registration of an authorized representative must be labeled as “Legal Proxy” and be received by Computershare no later than Monday, January 25, 2021.

How can I change or revoke my proxy?

Shareholders of Record:You may change or revoke ayour proxy ~~in any one of~~by voting again on the ~~following four ways:~~

~~submit a valid, later-dated proxy;~~

~~vote again electronically~~Internet or by telephone after submitting your original ~~vote;~~

~~notify our corporate secretary in writing~~vote, by submitting a written notice of revocation to Post Holdings, Inc., c/o Corporate Secretary, 2503 S. Hanley Rd., St. Louis, Missouri 63144 before the annual meeting, ~~that~~by requesting and returning a proxy card by mail with a later date, or by attending the virtual annual meeting and voting online. For all methods of voting, the last vote cast will supersede all previous votes.

Beneficial Owners of Shares:You may change or revoke your voting instructions by following the specific directions provided to you ~~have revoked~~by your ~~proxy;~~broker, bank or

~~vote in person at the annual meeting.~~ other nominee.

How do I vote in person?

~~If you are a shareholder of record,~~You will not be able to vote in person at the annual meeting as the annual meeting will be exclusively virtual this year. However, you will ~~need~~be able to ~~bring appropriate identification and you may cast your~~ vote ~~in person. If you hold shares in street name, then you will need to bring an account statement or letter from your broker, bank or other nominee indicating that you were~~online at the ~~holder of your shares as of November 28, 2017.~~virtual annual meeting. See “How can I vote my shares?” on page 3.

If I hold shares in street name, how can I vote my shares?

You can submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this by telephone, over the Internet or by mail. Please refer to the materials you receive from your broker, bank or other nominee.

How do I vote my shares in the ~~savings investment plan?~~Post Holdings, Inc. Savings Investment Plan, the 8th Avenue Food & Provisions, Inc. 401(k) Plan or the BellRing Brands, Inc. 401(k) Plan?

If you are both a shareholder of Post and a participant in ~~our savings investment plan,~~the Post Holdings, Inc. Savings Investment Plan, the 8th Avenue Food & Provisions, Inc. 401(k) Plan or the BellRing Brands, Inc. 401(k) Plan, you will receive a single Notice or proxy card that covers shares of our common stock credited to your plan account as well as shares of record registered in exactly the same

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name. If your plan account is not carried in exactly the same name as your shares of record, you will receive separate Notices or proxy cards for individual and plan holdings. If you own shares through ~~this plan~~one of these plans and you do not return your proxy by 11:59 p.m., Eastern Time, on January ~~22, 2018,~~25, 2021, the trustee will vote your shares in the same proportion as the shares that are voted by the other participants in the applicable plan. The trustee also will vote unallocated shares of our common stock held in the applicable plan in direct proportion to the voting of allocated shares in the applicable plan for which voting instructions have been received unless doing so would be inconsistent with the trustee’s duties.

Is my vote confidential?

Yes. Voting tabulations are confidential, except in extremely limited circumstances. Such limited circumstances include a contested solicitation of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by us, and when a ~~shareholder’s~~shareholder includes written comments ~~appear~~ on a proxy card or other voting materials.

What “quorum” is required for the annual meeting?

In order to have a valid shareholder vote, a quorum must exist at the annual meeting. For us, a quorum exists when shareholders holding a majority of the outstanding shares entitled to vote at the meeting are present or represented at the meeting, provided that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote.

What vote is required?

The election of each director nominee, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for our fiscal year ~~2018,~~ending September 30, 2021 and the advisory approval of the Company’s executive compensation must be approved by a majority of the shares represented at the annual meeting ~~in person~~virtually or by proxy and entitled to vote on the matter.

~~The amendment and restatement~~Although the approval of the Company’s ~~Amended~~executive compensation is advisory and ~~Restated Articles~~not binding on the Company, the Board of ~~Incorporation must be approved~~Directors and the Corporate Governance and Compensation Committee, which is responsible for administering the Company’s executive compensation programs, are interested in the opinions expressed by ~~a majority~~our shareholders in their vote on this proposal and will consider the outcome of the ~~outstanding shares of the Company.~~vote when making future compensation decisions for our named executive officers.

How are the voting results determined?

A vote of “withhold” for a nominee will not be voted for that nominee. A vote of “abstain” on a matter will be considered to be represented at the annual meeting, but not voted for these purposes. If a broker indicates on its proxy that it does not have authority to vote certain shares held in ~~“street~~street name,” the shares not voted are referred to as “broker non-votes.” Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in ~~“street name”~~street name on particular proposals under the rules of the New York Stock Exchange ~~(“NYSE”~~(the “NYSE”), and the ~~“beneficial owner”~~beneficial owner of those shares has not instructed the broker to vote on those proposals. If you are a beneficial owner and you do not submit voting instructions to your broker, bank or other nominee, your broker, bank or other nominee is permitted to vote your shares only with regard to ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting ~~firm, even if the holder does not receive voting instructions from you.~~firm. Shares registered in the name of a broker, bank or other nominee, for which proxies are voted on some, but not all, matters, will be considered to be represented at the annual meeting for purposes of determining a quorum and voted only as to those matters marked on the proxy card.

Is any other business expected at the annual meeting?

The Board of Directors does not intend to present any business at the annual meeting other than the proposals described in this proxy statement. However, if any other matter properly comes before the annual meeting, including any shareholder proposal omitted from the proxy statement and form of proxy pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proxies will act on such matter in their discretion.

What happens if the annual meeting is adjourned or postponed?

If the annual meeting is adjourned or postponed, your proxy will still be valid and may be voted at the adjourned or postponed meeting.

How can I ask questions pertinent to annual meeting matters?

Shareholders may submit questions either before the annual meeting (from Monday, January 4, 2021 until Thursday, January 21, 2021) or during the annual meeting. If you wish to submit a question either before or during the annual meeting, please log into www.meetingcenter.io/265732333, enter the meeting password POST2021 and your 15-digit control number, and follow the instructions to submit a question. Questions pertinent to meeting matters will be answered during the meeting after voting is completed, subject to time constraints. Questions or comments that relate to proposals that are not properly

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before the annual meeting, relate to matters that are not proper subject for action by shareholders, are irrelevant to the Company’s business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or that are otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or are not otherwise suitable for the conduct of the annual meeting as determined in the sole discretion of the Company, will not be answered. In addition, questions may be grouped by topic by our management with a representative question read aloud and answered.

Where can I find the voting results?

We intend to announce preliminary voting results at the annual meeting. We will publish the final results in a Current Report on Form 8-K, which we expect to file with the SEC on or before ~~January 31, 2018.~~February 3, 2021. You also can ~~obtain a copy of the Form 8-K by logging on~~go to our website at www.postholdings.com~~, by calling~~ to access the ~~SEC at 800-SEC-0330 for the location of the nearest public reference room, or through the EDGAR system at~~ ~~www.sec.gov~~.Form 8-K. Information on our website does not constitute part of (and shall not be deemed incorporated by reference in) this proxy ~~statement.~~statement or any other document we file with the SEC.

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CORPORATE GOVERNANCE

Overview

We are dedicated to creating long-term shareholder value. It is our policy to conduct our business with integrity and an unrelenting passion for providing value to our customers and consumers. All of our corporate governance materials, including our corporate governance guidelines, our code of conduct for directors, officers and employees, ~~our Board of Directors code of ethics,~~ our Audit Committee charter and our Corporate Governance and Compensation Committee charter, are published under the Corporate Governance section within the Investor Relations portion of our website at www.postholdings.com. Information on our website does not constitute part of (and shall not be deemed incorporated by reference in) this proxy ~~statement. The~~statement or any other document we file with the SEC. Our Board of Directors regularly reviews these materials, Missouri law, the rules and listing standards of the NYSE and SEC rules and regulations, as well as best practices suggested by recognized governance authorities, and modifies our corporate governance materials as warranted.

Director Independence and Role of the Independent Lead Director

Our Board of Directors follows the categorical independence standards based on the NYSE listing standards and the SEC rules and regulations as described in our corporate governance guidelines. ~~The guidelines contain categorical standards our Board uses to make its determination as to the materiality of the relationships of each of our directors.~~ Our Board has determined, in its judgment, that all of our non-employee directors, except for Mr. Stiritz, our Chairman of the Board, are independent directors as defined in the NYSE listing standards and the SEC rules and regulations.

The independent members of the Board of Directors meet regularly in executive sessions without the presence of management. These sessions are normally held following or in conjunction with regular Board and committee meetings. The ~~Chairman~~chairman of the Corporate Governance and Compensation Committee acts as the presiding director during an executive session of the Board, orand the chairman of the committee then in session acts as the ~~presiding director~~chairman during an executive ~~sessions.~~session of that committee.

Our corporate governance guidelines provide that if the Chairman of the Board is not an independent director, then the chairman of our Corporate Governance and Compensation Committee will serve as our independent Lead Director. Our Lead Director has a number of important responsibilities that are described in our corporate governance guidelines, including (i) working with the Chief Executive Officer to develop Board and committee agendas, (ii) coordinating and chairing executive sessions of the Board’s independent directors and (iii) working with the Corporate Governance and Compensation Committee to identify for appointment the members of the various Board committees. Mr. ~~Brown~~Callison currently serves as our Lead Director and plays an active role in the Company. He serves as an independent liaison between the Chairman of the Board, the Chief Executive Officer, the other members of our Board and management of our Company. Mr. ~~Brown~~Callison has extensive knowledge about Post’s strategic objectives, the industry in which Post operates and the areas of strategic importance to Post. Our Chief Executive Officer confers regularly with Mr. ~~Brown~~Callison on a variety of topics, including updates on the Company’s business, merger and acquisition opportunities and other strategic matters. Mr. ~~Brown~~Callison also consults regularly with the Company’s independent compensation consultant, Aon, ~~Hewitt,~~ and works closely with Aon ~~Hewitt~~ to develop proposals for the design of our executive compensation ~~plan,~~programs, which are then reviewed by our Corporate Governance and Compensation Committee.

Code of ~~Ethics~~Conduct

Our code of conduct ~~for officers and employees, applicable to all corporate officers and employees,~~ sets forth our expectations for the conduct of business by ~~corporate~~our directors, officers and employees. ~~Our directors have adopted, and are required to abide by, our Board of Directors code of ethics.~~ We intend to post amendments to or waivers from (to the extent applicable to one of our ~~corporate officers~~directors or ~~directors) these documents~~our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions) this document on our ~~website.~~website or in a report on Form 8-K.

Conflicts of Interest

Pursuant to our code of conduct, ~~for officers and employees and Board of Directors code of ethics,~~ each director and ~~corporate~~ officer has an obligation not to engage in any transaction that could be deemed a conflict of interest. ~~Our directors may not engage in any transaction that could impact their independence as members of the Board of Directors.~~

The Corporate Governance and Compensation Committee is responsible for approving and ratifying transactions in which one or more directors may have an interest. The Committee reviews the material facts of all interested party transactions that require the Committee’s approval and either approves or disapproves of the entry into the interested party transaction. In the event management, in the normal course of reviewing our records, determines an interested party transaction exists which was not approved by the Committee, management will present the transaction to the Committee for consideration.

The Committee has adopted standing pre-approval of certain transactions in which a corporate officer or director may have an interest including (i) transactions involving competitive bids, (ii) certain charitable contributions, and (iii) certain banking related services. The Committee believes these transactions are immaterial to us and to any director or corporate officer. No director may participate in the approval of an interested party transaction for which he or she is a related party. If an

interested party transaction will be ongoing, the Committee may establish guidelines for our management to follow in its ongoing dealings with the related party.

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Policy on Hedging and Pledging Company Stock

We have a policy that prohibits directors and executive officers from engaging in derivative or hedging transactions in the Company’s securities and prohibits pledging of shares by directors and executive officers. Specifically, the policy prohibits directors and executive officers from (i) purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company’s common stock or other equity securities (including, but not limited to, prepaid variable forward contracts, equity swaps, collars or exchange funds) and (ii) pledging, hypothecating or otherwise encumbering shares of the Company’s common stock or other equity securities as collateral for indebtedness, including holding such shares in a margin account. Pursuant to the terms of the policy, directors and executive officers are afforded a reasonable opportunity to unwind or otherwise terminate any transaction existing as of the time such director or executive officer became subject to the policy that would otherwise violate the policy.

Structure of the Board of Directors

The Board of Directors is currently comprised of ~~nine~~ten members. Jay W. Brown, a current member of the Board of Directors, has informed us that he will be retiring from the Board of Directors, effective December 15, 2020. Once he has retired, the authorized size of the Board of Directors will be ten directors, with one vacancy in Class III.

Our Amended and Restated Articles of Incorporation (as amended) and Amended and Restated Bylaws provide for a Board of Directors that is divided into three classes as equal in size as possible. The classes have three-year terms, and the term of one class expires each year in rotation at that year’s annual ~~meeting.~~meeting of shareholders. The size of the Board of Directors can be changed by a vote of its members, and in the event of any increase or decrease in the number of directors, the directors in each class shall be adjusted as necessary so that all classes shall be as equal in number as reasonably possible. However, no reduction in the number of directors shall affect the term of office of any incumbent director. Vacancies on the Board of Directors may be filled by a majority vote of the remaining directors, and the Board of Directors determines the class to which any director shall be assigned. A director elected to fill a vacancy, or a new directorship created by an increase in the size of the Board of Directors, serves until the next meeting of shareholders at which directors in his or her assigned class are elected, at which time he or she may stand for election if nominated by the full Board.

Board Meetings and Committees

The Board of Directors has the following four committees: Audit; Corporate Governance and Compensation; Executive; and Strategy and Financial Oversight. The table below contains information concerning the membership of each of the committees and the number of times the Board of Directors and each committee met during fiscal year ~~2017.~~2020. During fiscal year ~~2017,~~2020, each director attended at least 75% of the total number of meetings of the Board of Directors and the committee(s) on which he or she ~~serves,~~served, except for Ms. ~~Harshman~~Burwell, who was appointed to the Board of Directors effective ~~October~~July 1, ~~2017, after~~2020. Ms. Burwell attended all meetings of the ~~conclusion~~Board of Directors held in fiscal year ~~2017.~~2020 after her appointment to the Board of Directors, and the Audit Committee did not hold any meetings in fiscal year 2020 subsequent to her joining the Audit Committee in September 2020. Because our annual meeting of shareholders is purely routine in nature, our corporate governance guidelines do not require ~~the~~our directors to attend the annual meeting of shareholders, and accordingly, two directors attended the ~~2017~~2020 annual meeting of shareholders. AsThe table below sets forth the members of the Board of Directors and each committee as of November ~~14, 2017,~~16, 2020. Effective December 15, 2020, Mr. Brown will retire from the Board and ~~committee members were as follows:~~all committees on which he currently serves.

Director

Board

Audit

Corporate
Governance and
Compensation

Executive

Strategy and
Financial
Oversight

William P. Stiritz

Robert V. Vitale

•

Jay W. Brown

•

Dorothy M. Burwell

•

Edwin H. Callison

•

Gregory L. Curl

•

Robert E. Grote

•

Ellen F. Harshman

•

David W. Kemper

•

David P. Skarie

•

Meetings held in fiscal year 2020

–

Chair

•

–

Member

Director Board Audit
Corporate
Governance and
Compensation
Executive
Strategy and
Financial
Oversight
William P. Stiritz Δ Δ Δ
Robert V. Vitale • • •
Jay W. Brown • Δ •
Edwin H. Callison • • •
Gregory L. Curl • • •
Robert E. Grote • •
David W. Kemper • •
David P. Skarie • Δ •
Ellen F. Harshman • •
Meetings held in fiscal year 2017 7 4 5 0 4

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~~Δ – Chair • – Member~~

Audit Committee

The Audit Committee’s primary responsibilities are to monitor and oversee (a) the quality and integrity of our financial statements and financial reporting, (b) the independence and qualifications of our independent registered public accounting firm, (c) the performance of our internal audit function and independent ~~auditors,~~registered public accounting firm, (d) our systems of internal accounting, financial controls and disclosure controls and (e) compliance with legal and regulatory requirements, codes of conduct and ethics programs.

The Board of Directors has determined, in its judgment, that the Audit Committee is comprised solely of independent directors as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act. The Committee operates under a written charter, adopted by the Board of Directors, which is available under the Corporate Governance section within the Investor Relations portion of our website at www.postholdings.com. The Board of Directors also has determined, in its judgment, that Mr. ~~Skarie,~~Kemper, the chair of our Audit Committee, ~~qualifies~~and Mr. Callison qualify as an “audit committee financial ~~expert”~~experts” as defined by SEC rules and that each member of the Audit Committee is “financially literate” as defined byin the NYSE ~~rules.~~listing standards. Our corporate governance guidelines ~~do not currently restrict the number of~~and Audit Committee charter provide that no Audit Committee member may serve on more than two other public company audit committees absent a judgment that such simultaneous service would not impair the ability of ~~public companies~~that director to effectively serve on ~~which members of~~ our Audit ~~Committee may serve, however, the~~Committee. The Board of Directors has determined that none of the members of the Audit Committee currently serves on the audit committees of more than three public companies. The report of the Audit Committee can be found on page 1518 of this proxy statement.

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee (a) determines the compensation level of ~~the corporate~~our Section 16 officers, (b) reviews management’s Compensation Discussion and Analysis relating to our executive compensation programs and approves the inclusion of the same in our proxy statement and/or annual report to shareholders, (c) issues a report confirming the Committee’s review and approval of the Compensation Discussion and Analysis for inclusion in our proxy statement and/or annual report to shareholders, (d) administers and makes recommendations with respect to director compensation, incentive compensation plans and stock-based plans and (e) reviews and oversees risks arising from or in connection with our compensation policies and programs for all employees. The Corporate Governance and Compensation Committee also (i) reviews and revises, as necessary, our corporate governance guidelines, (ii) considers and evaluates transactions between the Company and any director, officer or affiliate of the Company and (iii) identifies individuals qualified to become members of our ~~Board.~~Board of Directors. The Committee has the authority to delegate any of its responsibilities to subcommittees as it deems appropriate, provided that any such subcommittees are composed entirely of independent directors.

The Board of Directors has determined, in its judgment, that the Corporate Governance and Compensation Committee is comprised solely of independent directors as defined in the NYSE listing standards. The Committee operates under a written charter, adopted by the Board of Directors, which is available under the Corporate Governance section within the Investor Relations portion of our website at www.postholdings.com. The ~~charter was revised in January 2017 to add succession planning to its stated responsibilities. The~~ report of the Corporate Governance and Compensation Committee can be found on page 4452 of this proxy statement.

Executive Committee

The Executive Committee may exercise all Board authority in the intervals between Board meetings, to the extent such authority is in compliance with our corporate governance guidelines and does not infringe upon the duties and responsibilities of other Board committees.

Strategy and Financial Oversight Committee

The Strategy and Financial Oversight Committee periodically reviews financial and strategic matters with management in order to assist the Board of Directors in exercising its responsibilities regarding the financial condition, objectives and strategy of the Company.

Nomination Process for Election of Directors

The Corporate Governance and Compensation Committee has responsibility for assessing the need for new directors to address specific requirements or to fill a vacancy. The Committee may, from time to time, initiate a search for a new candidate, seeking input from our Chairman of the Board and from other directors. The Committee may retain an executive search firm to identify potential candidates. All candidates must meet the requirements specified in our Amended and Restated Bylaws and our corporate governance guidelines. Candidates who meet those requirements and otherwise qualify for membership on our Board of Directors are identified, and the Committee initiates contact with preferred candidates. The Committee regularly reports to the Board of Directors on the progress of the Committee’s efforts. The Committee meets to consider and approve final candidates who are then presented to the Board of Directors for consideration and approval. Our Chairman or the chairman of the ~~Corporate Governance and Compensation~~ Committee may extend an invitation to join the Board of Directors.

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The Committee relies primarily on recommendations from management and members of the Board of Directors to identify director nominee candidates. However, the Committee will consider timely written suggestions from shareholders. Such suggestions and the nominee’s consent to being nominated, together with appropriate biographical information (including principal occupation for the previous five years and business and residential addresses) and other relevant information, as outlined in our Amended and Restated Bylaws, should be submitted in writing to our corporate secretary. Shareholders wishing to suggest a candidate for director nomination for the ~~2019~~2022 annual meeting of shareholders should mail their suggestions to our principal executive offices at Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary. Suggestions must be received by the corporate secretary no earlier than September ~~27, 2018~~30, 2021 and no later than October ~~27, 2018.~~30, 2021.

Other Board Service

Our corporate governance guidelines do not prohibit our directors from serving on boards or committees of other organizations, except that no Audit Committee member may serve on more than two other public company audit committees absent a judgment that such simultaneous service would not impair the ability of that director to effectively serve on our Audit Committee. Our corporate governance guidelines provide, however, that each of our directors is expected to ensure that other commitments do not interfere with the director’s discharge of his or her duties.

Mr. Vitale is our President and Chief Executive Officer and serves as a member of our Board of Directors, as well as on the board of directors of the publicly-traded company Energizer Holdings, Inc. and as executive chairman of BellRing Brands, Inc., our publicly-traded subsidiary that manufactures products in the convenient nutrition category through its operating subsidiaries which historically comprised Post’s active nutrition business. Mr. Vitale became executive chairman of BellRing Brands, Inc. shortly before its October 2019 initial public offering (the “IPO”). We believe that Mr. Vitale has the capacity to serve in these various roles. Serving as executive chairman of BellRing Brands, Inc. is the formalization of the oversight role in which Mr. Vitale previously served for Post’s historical active nutrition business prior to the IPO. Mr. Vitale’s involvement with BellRing Brands, Inc. is the same as it was prior to the IPO with respect to Post’s historical active nutrition business, only with a different title, and Mr. Vitale has not spent, and we do not expect Mr. Vitale to spend, a materially different amount of time dedicated to BellRing Brands, Inc. as he spent prior to the IPO. Since he began serving as BellRing Brands, Inc.’s executive chairman in 2019, Mr. Vitale’s service has not impacted the discharge of any of his duties at Post. In addition, BellRing Brands, Inc. has an independent lead director who undertakes many of the traditional responsibilities that are typically fulfilled by the chairperson of a board of directors. Therefore, our Board of Directors does not believe that Mr. Vitale’s other board commitments have interfered or will interfere with Mr. Vitale’s discharge of his duties as our President and Chief Executive Officer and as a member of our Board of Directors.

Role of the Board in Risk Oversight

The Board of Directors is responsible for the oversight of risk, while management is responsible for the day-to-day management of risk. The Board of Directors, directly and through its committees, carries out its oversight role by regularly reviewing and discussing with management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management meets regularly to discuss our business strategies, challenges, risks and opportunities and reviews those items with the Board of Directors at regularly scheduled meetings. The Board of Directors has received updates on the evolving COVID-19 pandemic from, and has discussed these updates with, our management, including with regard to protecting the health and safety of our employees, evaluating the impact of the COVID-19 pandemic on strategy, operations, liquidity and financial matters, and interruptions in some of the channels in which our products are sold, particularly full service restaurants, quick service restaurants, education and travel and lodging establishments.

We do not believe that our compensation policies and practices encourage excessive and unnecessary risk-taking. The design of our compensation policies and practices encourages employees to remain focused on both short- and long-term

financial and operational goals. For example, ~~cash~~ bonus plans measure performance on an annual basis but are subject to the Corporate Governance and Compensation Committee’s ultimate judgment and discretion. In addition, equity awards typically vest over a number of years, which we believe encourages employees to focus on sustained stock price appreciation over an extended period of time instead of on short-term financial results.

Board Leadership Structure

Our current Board leadership structure consists of:

•separate Chairman of the Board and Chief Executive Officer roles;

•an independent Lead Director;

•all non-management directors except for the Chief Executive Officer;

•independent Audit and Corporate Governance and Compensation Committees; and

•governance practices that promote independent leadership and oversight.

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Separate Chairman and ~~CEO~~Chief Executive Officer

We do not have a formal policy with respect to separation of the offices of Chairman of the Board and Chief Executive Officer, and the Board of Directors believes that it should maintain flexibility to select our ~~Chairman~~chairperson and Board leadership structure from time to time. William P. Stiritz serves as our non-executive Chairman of the Board and Robert V. Vitale serves as our Chief Executive Officer. Mr. Vitale also is ~~also~~ a member of the Board. The Board believes that this leadership structure, which separates the Chairman and Chief Executive Officer roles, is optimal at this time because it allows Mr. Vitale to focus on operating and managing our Company, while Mr. Stiritz can focus on leading our Board. In addition, an independent director serves as Lead Director. As described below, we believe our governance practices ensure that skilled and experienced independent directors provide independent guidance and leadership.

When determining the leadership structure that will allow the Board of Directors to effectively carry out its responsibilities and best represent our shareholders’ interests, the Board ~~will consider~~considers various factors, including our specific business needs, our operating and financial performance, industry conditions, the economic and regulatory environment, Board and committee annual self-evaluations, advantages and disadvantages of alternative leadership structures and our corporate governance practices.

Independent Lead Director and Independent Directors

Pursuant to our corporate governance guidelines, the chairman of the Corporate Governance and Compensation Committee, currently Mr. ~~Brown,~~Callison, acts in the role of our independent Lead Director. The Lead Director’s duties are described above under “Director Independence and Role of the Independent Lead Director.”

In addition to the Lead Director, the Board has a majority of independent directors. The Audit Committee and Corporate Governance and Compensation ~~Committees~~Committee are composed solely of independent directors. Consequently, independent directors directly oversee critical matters and appropriately monitor the Chief Executive Officer. Our independent directors have the opportunity to meet in executive session at the conclusion of each of our Board of Directors meetings.

Director Evaluations

On an annual basis, the Corporate Governance and Compensation Committee is expected to conduct an evaluation of the Board of Directors and the functioning of the committees ~~and each individual member~~ of the Board. In addition to this evaluation, and as a part of this process, the Board and each committee conducts a self-assessment. The Corporate Governance and Compensation Committee reviews the results of these self-assessments, shares the same with the Board and each committee, as appropriate, and makes any advisable recommendations based on this feedback.

Policy on Director Diversity

Although the Corporate Governance and Compensation Committee does not have a written policy regarding diversity in identifying new director candidates, the Committee takes diversity into account in looking for the best available candidates to serve on the Board of Directors. The Committee believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board of Directors’ deliberations and enables the Board of Directors to better represent all of our constituents, including our diverse consumer base and workforce. Accordingly, the Committee seeks out highly qualified candidates with diverse backgrounds, skills and experiences. The Committee looks to establish diversity on the Board of Directors through a number of demographics, experience (including operational experience), skills and ~~viewpoints, all with a view to identify candidates who can assist the Board with its decision making.~~viewpoints. The Committee also considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. These considerations have been important factors in recent additions to the Board of Directors: two of our directors are women, Ms. Harshman and Ms. Burwell, and Ms. Burwell is African-American.

Communication with the Board

Shareholders and other parties interested in communicating directly with an individual director or with the non-management directors as a group may do so by writing to the individual director or group, c/o Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attn: Corporate Secretary. In light of disruptions caused by the COVID-19 pandemic, we advise that you also send a copy via email to investor.relations@postholdings.com. The Board of Directors has directed our corporate secretary to forward shareholder communications to our Chairman and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use her discretion to refrain from forwarding the following: sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive or was addressed previously in some manner; and other correspondence unrelated to the Board of Directors’ corporate governance and oversight responsibilities.

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Environmental and Social Matters

Sustainability

We are committed to improved transparency around our programs and practices that impact environmental, social and governance (“ESG”) matters. At the beginning of 2020, we created an ESG subcommittee with the charge of creating our inaugural Environmental, Social and Governance Report. We completed an environmental-focused materiality assessment that identified environmental topics of most importance to the Company and our stakeholders. We also engaged an ESG-focused agency to assist us in organizing and describing the various policies and programs that our business has been pursuing for many years. In December 2020, we published our inaugural Environmental, Social and Governance Report, which is available on our website at www.postholdings.com/about/corporate-responsibility. Neither the information on our website, nor the information in our Environmental, Social and Governance Report, shall be deemed to be part of or incorporated by reference into this proxy statement or any other filings we make with the SEC.

Diversity and Inclusion

We are dedicated to creating an inclusive environment that reflects the communities in which we live and work. This year, we formed a Diversity and Inclusion Council with representation from both our holding company and each of our businesses. The aim of the Diversity and Inclusion Council is to develop strategies and guidelines, establish goals for diversity and inclusion and create tools that can be used to align efforts and monitor and track progress.

Our People

Protecting our employees is a top priority. We are taking precautions during the COVID-19 pandemic to safeguard the health of our employees, including their economic health. These measures include deep cleaning our facilities, providing personal protective equipment to our manufacturing employees, installing plexi-glass, where possible, in our manufacturing facilities, encouraging hygiene practices advised by health authorities, restricting business travel and site visitors and implementing remote working for certain office employees when practicable. We engaged third party service providers to provide on-the-ground nurses, testing and protection to our employees. We continue to enhance our practices to remain aligned with federal, state, local and international regulations and guidelines. For the numerous financial steps we took to protect the economic health of our employees, see the section Compensation Discussion and Analysis - Executive Summary - Fiscal Year 2020 Compensation on page 20.

Community Involvement

We are passionate about making a difference in our communities and use our time, talent and resources to give back. We make substantial donations of food to food banks, community kitchens and community health organizations. We also make monetary donations to organizations dedicating to feeding people in need.

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ELECTION OF DIRECTORS

(Proxy Item No. 1)

The terms of three current directors (Messrs. Stiritz, Brown and Callison) will expire at the ~~2018~~2021 annual ~~meeting.~~meeting of shareholders. Our Board of Directors has nominated Messrs. Stiritz ~~Brown~~ and Callison for election for a three-year term that will expire in ~~2021.~~ 2024. Mr. Brown has informed us that he will be retiring from the Board of Directors, effective December 15, 2020, and will not stand for re-election. Once he has retired, the Board of Directors will have one vacancy. Mr. Brown has served as a member of the Board of Directors since February 3, 2012, elected immediately after Post’s separation from Ralcorp Holdings, Inc. (“Ralcorp”) was completed. Mr. Brown’s resignation was not a result of any disagreement with the Company. We thank Mr. Brown for his service to the Company.

The Board of Directors is not aware that ~~any~~either of ~~these~~the nominees will be unwilling or unable to serve as a director. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes usthe persons named on the proxy card to vote for a replacement nominee if the Board of Directors names one. As an alternative, the Board of Directors may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees presented.

Each nominee is currently a director. Messrs. Stiritz ~~Brown~~ and Callison were elected to the Board oneffective February 3, 2012, immediately after ~~the~~Post’s separation from Ralcorp ~~Holdings, Inc. (“Ralcorp”)~~ was completed.

The persons named on the proxy card intend to vote the proxy representing your shares for the election of Messrs. Stiritz ~~Brown~~ and Callison, unless you indicate on the proxy card that the vote should be withheld or you indicate contrary directions. If you deliver the proxy card without giving any direction, the persons named on the proxy card will vote the proxy representing your shares FOR the election of the nominees named on the proxy card.

The Board of Directors unanimously recommends a vote “FOR” each of these nominees.

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

Board Composition

We believe that our directors should possess the highest personal and professional integrity and values and be committed to representing the long-term interests of our shareholders. We further believe that the backgrounds and qualifications of our directors, considered as a group, should provide a blend of business experience and competence, and professional and personal abilities, that will allow the Board of Directors to fulfill its responsibilities. The Corporate Governance and Compensation Committee works with the Board to determine the appropriate mix of these backgrounds and qualifications ~~that would establish and~~to maintain a Board with strong collective abilities.

To fulfill these objectives, the Board of Directors has determined that it is important to nominate directors with the skills and experiences set forth below, among others. The experiences, qualifications and skills that the Board considered in each director’s re-nomination are included in their individual biographies.

•Leadership Experience. We believe that directors with experience in significant leadership positions over an extended period generally possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others. They also generally possess a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.

•Financial or Accounting Acumen. We believe that an understanding of finance and financial reporting processes enables our directors to evaluate and understand the impact of business decisions on our financial statements and capital structure. In addition, accurate financial reporting and robust auditing are critical to our ongoing success.

•Industry Experience. We seek directors with experience as executives or directors or in other leadership positions in industries relevant to our business, including consumer packaged goods, branded products, retail or consumer product manufacturing.

•Operational Experience. We believe that directors who are current or former executives with direct operational responsibilities bring valuable practical insight to helping to develop, implement and assess our operating plan and business strategy. Operational experience includes experience in areas such as marketing, supply chain, sustainability and commodity management.

•Public Company ~~Board~~ Experience. Directors with experience as executives or directors of other ~~publicly traded~~publicly-traded companies generally are well prepared to fulfill the Board’s responsibilities of overseeing and providing insight and

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guidance to management, and help further our goals of greater transparency, accountability for management and the Board and protection of our shareholders’ interests.

In addition, when evaluating the suitability of individuals for nomination, the Corporate Governance and Compensation Committee considers other appropriate factors, including whether the individual satisfies applicable independence requirements.

The following information is furnished with respect to each nominee for election as a director and each continuing director. The ages of the directors are as of December 31, ~~2017.~~2020.

~~NOMINEES FOR ELECTION~~Nominees for Election

WILLIAM P. STIRITZ has served as our Chairman of the Board of Directors since February 2012. Previously, Mr. Stiritz served as our ~~chief executive officer~~Chief Executive Officer from February 2012 until November 2014 and served as ~~executive chairman of the Company~~our Executive Chairman from November 1, 2014 until February 2, 2016. Mr. Stiritz is a private equity investor and served as the chairman of the board of directors of Ralcorp from 1994 until February 2012. Since prior to 2005, Mr. Stiritz has been a partner at Westgate Group LLC, a consumer-oriented private equity firm. Mr. Stiritz was chairman emeritus of the board of directors of Energizer Holdings, Inc., a publicly-traded manufacturer and distributor of primary batteries, portable lighting products and automotive appearance, performance, refrigerant and fragrance products, from January 2007 to May 2008 and chairman of the board of directors of Energizer Holdings, Inc. from 2000 to 2007. In addition, he served as a director of Vail Resorts, Inc., a publicly-traded global mountain resort operator, from 1997 to 2009. Mr. Stiritz has extensive managerial expertise, including as chairman of a number of public and private companies, and experience in financial operations, as well as diverse industry experience and expertise with large multinational corporations. Age ~~83.~~86.

Director Qualifications

•Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company ~~Board~~ Experience.

~~JAY W. BROWN~~has served as a member of the Board of Directors since February 2012 and is a retired senior executive with a long general management career in large consumer-oriented businesses. Most recently, Mr. Brown was a partner at Westgate Equity Partners, LLC, a consumer-oriented private equity firm. At Westgate, Mr. Brown was responsible for operational management of portfolio companies. Prior to forming Westgate in 1998, Mr. Brown was a senior executive with Ralston Purina Company, running several divisions of the multi-dimensional food and agribusiness company, including serving as president and chief executive officer of Protein Technologies International, a leading supplier of soy-based proteins to the food and paper processing industries; Continental Baking Company, a subsidiary of Ralston Purina; and Tri-Union Seafoods (a/k/a Van Camp Seafood Company), a provider of stable seafood products. Mr. Brown served as a director and chairman of the compensation committee of Jack in the Box Inc. from 1997 to 2003 and as a director of Agribrands International, Inc. from 1998 to 2001. Mr. Brown has expertise and background in the food and consumer products industries, particularly in mergers and acquisitions, including as a chief executive officer, board member and investor. Age 72.

~~Director Qualifications~~

~~Leadership Experience, Industry Experience, Operational Experience, Public Company Board Experience.~~

EDWIN H. CALLISON has served as a member of the Board of Directors since February 2012. Mr. Callison has been Executive Vice President of Corporate Development of Breakthru Beverage Group, LLC, a leading North American distributor of luxury and premium wine, spirits and beer brands, since January 2016. Previously, Mr. Callison served as executive vice president of Wirtz Beverage Group, which merged with Sunbelt Holdings to form Breakthru Beverage Group, ~~since~~from June 2012 until January 2016, and also served ~~Wirtz Beverage Group~~ as senior vice president of Wirtz Beverage Group from June 2008 until June 2012. From 2003 to June 2008, he served as vice president and general manager for Judge & Dolph’s Spectrum division, an affiliate of the Wirtz Beverage Group. Prior to 2003, he spent more than 20 years in various leadership positions with Callison Distributing LLC in Belleville, Illinois. Mr. Callison serves on the board of directors of the Wine and Spirits Wholesalers of America, Wirtz Corporation, ~~Breakthru Beverage Group, LLC, and~~ First Security Trust & Savings Bank, Elmwood Park, ~~IL.~~IL and First National Bank of South Miami and as an advisory member of the board of Breakthru Beverage Group, LLC. Mr. Callison has expertise and background in sales, marketing, finance, operations and logistics. Age ~~62.~~65.

Director Qualifications

•Leadership Experience, Financial or Accounting Acumen, Operational Experience.

~~DIRECTORS CONTINUING IN SERVICE~~Directors Continuing in Service

DOROTHY M. BURWELL has served as a member of the Board of Directors since July 2020. Ms. Burwell joined The Finsbury Group Limited (“Finsbury”), a global strategic communications consultancy part of WPP PLC (“WPP”), in 2008, and has been a partner at Finsbury since September 2015. Ms. Burwell has played an integral role in the firm’s diversity efforts, serving on its global diversity committee and as an executive sponsor for WPP’s inter-agency diversity steering group, which oversees diversity and inclusion initiatives across the United Kingdom. Prior to joining Finsbury, Ms. Burwell spent six years at Goldman Sachs, a multinational investment bank and financial services company, in the investment banking division as well as in the firmwide strategy group. Ms. Burwell serves as a trustee of The Consumer’s Association, the registered charitable name of Which? Group, the largest independent consumer rights organization in the United Kingdom. Ms. Burwell also is the chair of trustees for the London chapter of The Links, Incorporated, a nonprofit organization committed to strengthening disadvantaged Black communities in the United States and internationally. Ms. Burwell has expertise in stakeholder engagement, corporate transactions, capital markets communications and crisis management. Age 40.

Director Qualifications

•Leadership Experience, Financial or Accounting Acumen, Operational Experience.

GREGORY L. CURL has served as a member of the Board of Directors since February 2012. Mr. Curl has been President of Temasek Holdings, an investment company owned by the Singapore government, since September 2010, following

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a banking career of over 35 years. From 1997 until January 2010, he served as vice chairman of corporate development and chief risk officer at Bank of America Corporation, retiring from Bank of America Corporation in March 2010. Prior to that, Mr. Curl served in a number of senior executive capacities. Mr. Curl has over 35 years of experience and background in the financial services industry, particularly in mergers and acquisitions. Mr. Curl also serves on the board of directors of CITIC Limited, one of China’s largest conglomerates focusing primarily on financial services, resources and energy, manufacturing, engineering contracting and real estate. Age ~~69.~~72.

Director Qualifications

•Leadership Experience, Financial or Accounting Acumen, Public Company ~~Board~~ Experience.

ROBERT E. GROTE has served as a member of the Board of Directors since February 2012. Mr. Grote is, and has been for the past five years, a retired executive. Prior to 1998, Mr. Grote spent more than ~~twenty~~20 years in management. He served in a number of executive positions at Washington Steel Corporation, an integrated, flat-rolled stainless steel producer, most recently as VP-Administration. He also served as general counsel for Washington Steel Corporation and on the company’s board of directors. Mr. Grote later ran two Pittsburgh, Pennsylvania non-profit organizations: Pittsburgh Center for the Arts and Central Blood Bank. Prior to joining Washington Steel, he practiced law in St. Louis, Missouri, and served for two years as an Assistant United States Attorney for the Eastern District of Missouri. Mr. Grote has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age ~~74.~~77.

Director Qualifications

•Leadership Experience, Operational Experience, Public Company ~~Board~~ Experience.

ELLEN F. HARSHMAN has served as a member of the Board of Directors since October 1, 2017. Ms. Harshman ismost recently served as the ~~dean emeritus~~Dean Emerita of the Richard A. Chaifetz School of Business (previously the John Cook School of ~~Business~~Business) at Saint Louis University, where she worked at the direction of the Saint Louis University president to lead and manage an institutional project to celebrate the university’s bicentennial, from 2015 until her retirement in January 2019. From 2013 to 2015, Ms. Harshman served as the ~~Chief Academic Officer~~chief academic officer of Saint Louis ~~University from 2013 to 2015. Prior to that,~~University. Ms. Harshman served as the dean of the ~~John Cook~~Richard A. Chaifetz School of Business at Saint Louis University from 2003 to 2013 and was the first female dean of a major business school in the St. Louis, Missouri area. Ms. Harshman also served as an associate professor of management. Ms. Harshman has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age ~~72.~~75.

Director Qualifications

•Leadership Experience, Operational Experience.

DAVID W. KEMPER has served as a member of the Board of Directors since September 1, 2015. Mr. Kemper ~~has been~~became Executive Chairman ~~and Chief Executive Officer~~ of Commerce Bancshares, Inc., a publicly-traded bank holding company, in August 2018, after serving as its chairman and chief executive officer since 1991. Mr. Kemper is a director of Tower Properties Company, a property management company, and Enterprise Holdings, Inc., a private holding company of car rental companies. Mr. Kemper is a member of Civic Progress in St. Louis and previously served as president of the Federal Advisory Council to the Federal Reserve. Mr. Kemper also previously served on the board of directors of Ralcorp from 1994 to 2013. Mr. Kemper has extensive managerial expertise, including as a chief executive officer, experience in financial operations and expertise with large corporations. Age ~~67.~~70.

Director Qualifications

•Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company ~~Board~~ Experience.

DAVID P. SKARIE has served as a member of the Board of Directors since February 2012. Mr. Skarie previously served as co-chief executive officer and president of Ralcorp from September 2003 until his retirement in December 2011. Mr. Skarie also served on the board of directors of Ralcorp from 2003 until February 2012. Prior to serving as co-chief executive officer and president of Ralcorp, Mr. Skarie served as president of several other companies in the consumer food products industry, including Ralston Foods and The Carriage House Companies. Mr. Skarie also served on the ~~Board~~board of ~~Advisors~~advisors of Clement Pappas and Company, Inc. (which has since merged into Lassonde Industries), a private label juice company, from 2002 until 2010. Mr. Skarie has expertise and background in the consumer packaged goods industry, including as a chief executive officer. Age ~~71.~~74.

Director Qualifications

•Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company ~~Board~~ Experience.

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ROBERT V. VITALE has served as our President and Chief Executive Officer and as a member of the Board of Directors since November 2014. Previously, Mr. Vitale served as our ~~chief financial officer~~Chief Financial Officer from October 2011 until November 1, 2014. Mr. Vitale ~~previously~~ served as president and chief executive officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a consumer-oriented private equity firm. Mr. Vitale has been the executive chairman of BellRing Brands, Inc., our publicly-traded subsidiary that manufactures products in the convenient nutrition category through its operating subsidiaries, since September 2019, and is a member of the board of directors of 8th Avenue Food & Provisions, Inc., our historical private brands business that we separately capitalized with third parties. Mr. Vitale also serves on the board of directors of Energizer Holdings, Inc., a publicly-traded manufacturer and distributor of primary batteries, portable lighting products and automotive appearance, performance, refrigerant and fragrance products. Age ~~51.~~54.

Director Qualifications

•Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Experience.

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RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

(Proxy Item No. 2)

The Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, ~~2018,~~2021, and the Board of Directors has directed that management submit the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ratification by our shareholders at the annual ~~meeting.~~meeting of shareholders. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since February 2012. A representative of that firm will be present at the annual meeting of shareholders, will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

We are not required to obtain shareholder ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. However, we are submitting the appointment of PricewaterhouseCoopers LLP to our shareholders for ratification as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the Audit Committee will reconsider whether ~~or not~~ to retain PricewaterhouseCoopers LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in our best interests and the best interests of our shareholders.

The following table sets forth an estimate of the fees that we expect to be billed for audit services during the fiscal year ended September 30, ~~2017~~2020 and for other services during that fiscal year, and the fees billed for audit services during the fiscal year ended September 30, ~~2016~~2019 and for other services during that fiscal year.

Year Ended September 30,
2017 2016
Audit fees⁽¹⁾
$ 5,720,500
$ 5,062,000

Audit-related fees $ —
$ —

Tax fees⁽²⁾
$ 149,300
$ 27,000

All other fees⁽³⁾
$ 1,800
$ 1,800


	Year Ended September 30,
	2020		2019
Audit fees(1)	$	5,491,400	$	5,366,000
Audit-related fees(2)	$	—	$	75,000
Tax fees(3)	$	548,400	$	864,990
All other fees(4)	$	5,400	$	2,700

_________

⁽¹⁾

(1)Audit fees relate primarily to the audit and reviews of our financial statements and comfort letter consents and reviews of SEC registration statements.

(2)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 year ended September 30, 2019, these services relate to new accounting pronouncements in the year prior to implementation.

(3)Tax fees include consulting and compliance services and preparation of tax returns in jurisdictions outside of the United States.

(4)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.

~~Audit fees relate primarily to the audit of our financial statements, comfort letter consents and review of SEC registration statements.~~


⁽²⁾	~~Tax fees include consulting and compliance services and preparation of tax returns in jurisdictions outside of the United States.~~


⁽³⁾	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.

With regard to the fees listed above, the Audit Committee has considered whether the provision by PricewaterhouseCoopers LLP of services other than audit services is compatible with its ability to maintain its independence. Regardless of the size or nature of the other services, if any, to be provided, it is the Audit Committee’s policy and practice to approve any services not under the heading “Audit Fees” before any such ~~other~~ services are undertaken.

The Audit Committee has a formal policy concerning approval of all services to be provided by PricewaterhouseCoopers LLP, including audit, audit-related, tax and other services. The policy requires that all services PricewaterhouseCoopers LLP may provide to us must be pre-approved by the Audit Committee. The chairman of the Audit Committee has the authority to pre-approve permitted services that require action between regular Audit Committee meetings, provided that the chairman reports any pre-approval decisions to the Audit Committee at the next regular meeting. The Audit Committee approved all services provided by PricewaterhouseCoopers LLP during fiscal year 2020.

Our audit was staffed primarily by full-time, permanent employees of PricewaterhouseCoopers LLP.

The Board of Directors unanimously recommends a vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our

independent registered public accounting firm.

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AUDIT COMMITTEE REPORT

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting processes and compliance with laws and regulations and ethical business standards. PricewaterhouseCoopers LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements and our internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon. Our internal auditors assist the Audit Committee with its responsibility to monitor and oversee the financial reporting process and internal controls. The Audit Committee discusses with our internal auditors and independent registered public accounting firm the overall scopes and plans for their respective audits. The Audit Committee meets, at least quarterly, with the internal auditors and independent registered public accounting firm, and at ~~its~~the Committee’s discretion with and without management present, and discusses the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

With respect to our audited financial statements for the fiscal year ended September 30, ~~2017,~~2020, management has represented to the Audit Committee that the financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) and the Audit Committee has reviewed and discussed those financial statements with management. The Audit Committee also has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the PCAOB ~~Auditing Standard No. 1301 (Communications with Audit Committees), as modified or supplemented.~~and the SEC.

The Audit Committee has received the written disclosures and letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB ~~Rule 3526 (Communication~~regarding the independent accountant’s communications with the Audit ~~Committees Concerning Independence), as modified or supplemented,~~Committee concerning independence, and has discussed the independence of PricewaterhouseCoopers LLP with members of that firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year ended September 30, ~~2017~~2020 be included in our Annual Report on Form 10-K filed with the SEC for that year.

Although the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate or are in accordance with ~~generally accepted accounting principles.~~GAAP. This is the responsibility of management and the independent registered public accounting firm.

David ~~P. Skarie,~~W. Kemper, Chairman

Dorothy M. Burwell

Edwin H. Callison

Gregory L. Curl

Ellen F. Harshman

~~David W. Kemper~~

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COMPENSATION OF OFFICERS AND DIRECTORS

~~COMPENSATION DISCUSSION & ANALYSIS~~Compensation Discussion and Analysis

Introduction

The following Compensation Discussion and Analysis ~~(“CD~~(the “CD&A”) describes our fiscal year ~~2017~~2020 executive compensation structure. This CD&A is intended to be read in conjunction with the tables beginning on page ~~30,~~35, which provide detailed ~~historical~~ compensation information for our following named executive officers ~~(“NEOs”~~(the “named executive officers” or the “NEOs”):



Name		Title
Robert V. Vitale		President and Chief Executive Officer
Jeff A. Zadoks		Executive Vice President and Chief Financial Officer
~~James E. Dwyer, Jr.~~		~~President and CEO, Michael Foods Group~~
Diedre J. Gray	Executive Vice President, General Counsel and Chief Administrative Officer, Secretary
~~Christopher J. Neugent~~Howard A. Friedman		President ~~and~~& CEO, Post Consumer Brands
Mark W. Westphal		President, Foodservice

Total Compensation Opportunity

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

Executive Summary

~~Select~~ Performance and Company Highlights for Fiscal Year ~~2017~~2020

We view the Company’s performance in two primary ways:

•operating and financial performance; and

•return to shareholders over time, both on an absolute basis and relative to similar companies.

The COVID-19 pandemic has created and continues to create global economic disruption and uncertainty, including in our businesses. During fiscal year ~~2017,~~2020, we increased sales of our products sold through traditional retail channels and eCommerce. In contrast, our Foodservice business, which historically represents 25% - 30% of our revenues, declined as many full service restaurants, quick service restaurants, education and travel and lodging establishments that sell our products were closed or only operating in limited capacities. The COVID-19 pandemic reinforced the strength of our portfolio, as our retail and foodservice businesses naturally hedged one another.

When the COVID-19 pandemic began to spread across the United States, we swiftly established three priorities to guide our decision-making:

1.to safeguard the health of our employees, including their economic health;

2.to maintain the continuity of our supply chain to serve our customers and consumers; and

3.to preserve financial liquidity to navigate the uncertainty caused by the pandemic.

Fiscal year 2020 was undoubtedly a pivotal and trying year, but we are proud of the actions we took to maintain the success of our business. Specifically, we:

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•reinforced manufacturing facilities with additional protective supplies, staffing and support;

•enhanced our facility safety measures, working closely with public health officials to follow additional health and safety guidelines in a dynamic and changing environment;

•protected our liquidity by drawing $500 million of our $750 million revolving credit facility (subsequently repaid in full);

•temporarily suspended our share repurchase program, which we resumed in May 2020;

•actively managed our Foodservice business’s egg supply, including taking measures to reduce internal production, and repurposing product into retail channels where possible; and

•approached cost reduction opportunities in our Foodservice business in a restrained manner, which preserved our ability to respond quickly as and when demand resumes.

Despite this challenging environment and the immense uncertainty of the COVID-19 pandemic, we delivered $1.14 billion of Adjusted EBITDA in fiscal year 2020, only 8.4% less than the midpoint of the expected Adjusted EBITDA range of $1.22 - $1.27 billion (including the results of BellRing Brands, Inc.) announced in November 2019. We also achieved a number of strategic and financial ~~accomplishments~~milestones that we believe will benefit the Company and shareholders alike in the coming years:

•We completed the IPO of our active nutrition business, named BellRing Brands, Inc., in October 2019. Post retained approximately 71.2% of the beneficial ownership of BellRing Brands, Inc. and received total gross proceeds of $1,225.0 million. In connection with these transactions, Post repaid $1,225.0 million of its then existing term loan and repaid the remainder of its term loan over the course of the fiscal year.

•We repurchased approximately six million shares of our common stock at an average price of $97.65 (exclusive of broker commissions).

•We raised $1,650.0 million in long-term debt at a weighted average yield of 4.42% and redeemed the remainder of our 8.00% senior notes, our debt with the highest interest rate.

Fiscal Year 2020 Compensation

In light of the COVID-19 pandemic, we made the following compensation decisions:

•Management recommended, and the Corporate Governance and Compensation Committee (the “Committee”) concurred, that it was appropriate to measure fiscal year 2020 performance based on the original approved fiscal year 2020 Adjusted EBITDA financial targets without making adjustments for COVID-related impact.

◦While many similarly-situated companies have adjusted their bonus targets, or made discretionary bonus payouts, we determined that we would not pay any annual bonuses to our corporate named executive officers.

◦Because our President and CEO has 60% of his target cash compensation in the form of an annual bonus, and our other corporate named executive officers have 50% of their target cash compensation in the form of annual bonuses, this decision effectively reduced the cash compensation for the year by at least 50% for these corporate named executive officers.

◦For our business unit leaders, we applied the formulas established under the annual bonus program, which resulted in no bonus payout for Mark Westphal, President of Foodservice, and 150% payout for Howard Friedman, President and CEO of Post Consumer Brands.

◦In total, our bonus payouts to all NEOs represents $1,050,000, as compared to the target bonus pool of $4,348,000.

•Instead of paying bonuses to these executives, we prioritized our front-line workers:

◦Despite the COVID-19 impact on our Foodservice business, we did not cut salaries or hourly rates for employees in our Foodservice business. Although we made the difficult decision to make necessary hour reductions and targeted furloughs at some points, all employees furloughed in fiscal year 2020 have since returned to full employment.

◦Despite significantly less demand for our Foodservice products, we continued to maintain the shifts for our Foodservice hourly workers at thirty-two hours per week, ensuring continuation of benefits coverage.

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~~Strategic and Financial Achievements~~

Ÿ ◦We paid approximately $7.8 million in special bonuses and incentives to over 4,000 of our manufacturing employees across several of our businesses, in recognition of their outstanding service during the COVID-19 pandemic.

•We extended COVID-19 protection pay for employees who were quarantined, sick or needed to provide care for their families.

•Management recommended, and the Committee concurred, that none of the NEOs will receive a base salary increase in fiscal year 2021. Funds typically used for NEO base salary increases will instead be used to provide meaningful increases to our hourly employees at our manufacturing facilities, whose personal commitment, reliability and resilience in maintaining our operations during these difficult times cannot be overstated.~~We delivered on our financial commitments.~~

~~○ In November 2016, the Company announced that management expected Adjusted EBITDA of between $910-$950 million.~~

~~○ The Company successfully navigated a large reduction in Adjusted EBITDA for Michael Foods Group, which resulted primarily from egg declines as inflated avian influenza egg pricing was rolled back.~~

~~○ Ultimately, the Company delivered over $950 million of Adjusted EBITDA (exclusive of the Company’s acquisition of Weetabix), which was in line with the Company’s budgeted performance.~~

Ÿ ~~We engaged in highly strategic mergers and acquisitions activities for market leading businesses with material cost savings opportunities.~~

~~○ We completed the acquisition of Weetabix on July 3, 2017.~~

~~○ We also announced the acquisition of Bob Evans Farms on September 19, 2017.~~

Ÿ In connection with these acquisitions, we raised $5.5 billion in debt markets to fund the purchase of Weetabix and prefund the majority of the purchase price for Bob Evans Farms as well as to refinance existing debt.

Ÿ We continued to realize material cost savings from the MOM Brands Company / Post Foods integration and moved Attune Foods and Weetabix’s North America business under Post Consumer Brands to drive future cost savings.

Ÿ We opportunistically repurchased approximately 4 million shares at an average price of $79.51 (exclusive of broker commissions), representing an approximately 10% discount to trading levels of the Company’s stock as of September 30, 2017.

Management Team Drives Performance and Creates Shareholder Value

We are a shareholder value driven organization and our compensation philosophy is designed to be aligned with shareholder interests. Management’s objective is to maximize total shareholder return (“TSR”), and compensation decisions are guided by the principle of creating shareholder value.

~~Our management team’s efforts have resulted in growth in enterprise value~~The following charts illustrate our superior long-term TSR against multiple company groupings:

•Russell 1000 companies;

•our compensation peer group companies; and ~~above-market shareholder returns. Since~~

•Russell 3000 Packaged Foods & Meats companies.

Two long-term time frames are illustrated:

•February 6, 2012, the date that the Company’s ~~February 2012~~common stock first started trading on the NYSE after its separation from Ralcorp, through September 30, 2020, the date of our last fiscal year end;(1) and

•the most recent three-year period of October 1, 2017 through September 30, 2020.(2)

Our long-term performance through September 30, 2020 can be summarized as follows:

•commencing February 6, 2012—our ~~enterprise value has grown~~TSR performance is approximately equivalent to the 75th percentile compared to each group; and

•commencing October 1, 2017—our TSR performance is approximately equivalent to or above the 50th percentile compared to each group.

(1)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 ~~$1.8 billion to $12.51 billion, and we have significantly outperformed our peers and the U.S. markets.~~Ralcorp, were used.

(2)Calculated using a 250 trading day average.

~~2017~~

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2020 Say-on-Pay Vote

~~In 2016, we~~We received ~~90.7%~~96.5% support from our shareholders for the compensation of our named executive officers at our ~~2016~~2020 annual ~~shareholders’ meeting. In~~meeting of shareholders. The Committee considered this vote outcome, as well as the program and governance enhancements made in 2017 ~~the level~~and 2018 in direct response to our shareholder outreach, and did not make any material structural changes to our compensation programs for fiscal year 2020.

Shareholder outreach is a cornerstone of ~~shareholder support declined to 66.4%.~~

our governance profile. We regularly engage with our shareholders to discuss issues, including, but not limited to, the ~~status/~~status of and outlook for our business, the compensation arrangements used to support our business strategy and general governance topics. ~~During January 2017, we met with investors representing approximately 37%~~We seek a collaborative approach to issues of our outstanding shares of common stock to better understand their concerns and seek their advice. The meetings were led by Mr. Brown, our independent lead director and the chair of our Corporate Governance and Compensation Committee (the “Committee”), along with our Executive Vice President, General

Counsel and Chief Administrative Officer. Feedback we received included incorporating more performance goals into our long-term equity compensation arrangements, refraining from large retention equity grants outside of the Company’s normal compensation practices, providing more complete information about the role of our independent lead director, and increasing the diversity of our Board of Directors.

~~In direct response~~importance to our ~~ongoing shareholder engagement efforts, we recently implemented several executive compensation program enhancements~~investors, and ~~other~~want to ensure that our corporate governance ~~changes, including, but not limited to:~~practices remain industry-leading from their perspectives.

~~adopting new performance goals for both short-term and long-term incentive awards for our senior management team for fiscal year 2018~~In addition to serving as ~~discussed in more detail below;~~

~~making no large, one-time retention equity grants in fiscal year 2017;~~

~~including additional information about the role our independent lead director plays (see~~ ~~Corporate Governance - Director Independence and Role of the Independent Lead Director); and~~

~~appointing Ms. Ellen Harshman to our Board of Directors to bring a different perspective and skill set to our Board.~~

In response to our shareholders’ advice that we continue to advance our program enhancements by adding a long-term performance-based program, the Committee engaged our independent compensation consultant to conduct a thorough compensation plan design review. That review was performed during our fiscal year 2017, and the Committee has implemented a new three-year long-term performance plan for our fiscal year 2018, focusing on our three-year total shareholder return against companies in our specific industry sector.

~~New Fiscal Year 2018 Performance-Based Equity Awards~~

For fiscal year 2018, the compensation package for certain of our executive officers will include a long-term performance element, in the form of new, performance-based, stock-settled restricted stock units (“PRSUs”). The PRSUs will be a portion of our long-term incentive program, which also will include time-based vesting restricted stock units and stock options.

The performance metric for the PSRUs will be our total shareholder return (“TSR”) ranking compared to the TSR rankings of peer companies in our industry sector over a three-year period, with the following percentage vesting schedule:



~~Relative TSR Percentile Rank~~	~~Vesting Percentage~~
~~≥90~~^th	~~200%~~
50^th	~~100%~~
25^th	~~25%~~
~~<25~~^th	0%

~~This new element in our long-term incentive program has been implemented for fiscal year 2018 compensation for our corporate-level Section 16 officers, including~~ our President and Chief Executive ~~Officer.~~

Officer, as a member of our Board of Directors and as a member of the Energizer Holdings, Inc. board of directors, Mr. Vitale serves as executive chairman of the board of directors of BellRing Brands, Inc. We understand that some of our shareholders have policies with different limits on the number of public company boards on which a director may serve, and we communicated with several shareholders about Post’s governance philosophy on this topic. Serving as executive chairman of BellRing Brands, Inc. is the formalization of the oversight role in which Mr. Vitale previously served for Post’s historical active nutrition business prior to the IPO. Mr. Vitale’s involvement with BellRing Brands, Inc. is the same as it was prior to the IPO with respect to Post’s historical active nutrition business, only with a different title, and Mr. Vitale has not spent, and we do not expect Mr. Vitale to spend, a materially different amount of time dedicated to BellRing Brands, Inc. as he spent prior to the IPO. Since he began serving as BellRing Brands, Inc.’s executive chairman in 2019, Mr. Vitale’s service has not impacted the discharge of any of his duties at Post. See the section Corporate Governance - Other Board Service on page 10 for further information.

Corporate Governance Highlights

What We Do (Best Practice)

What We Don’t Allow

Enforce strict insider trading policies - adopted an anti-hedging and anti-pledging policy and enforce blackout trading periods for executives and directors

ûX

No hedging or pledging of Company stock by executives or directors

Utilize a clawback policy for performance-based compensation

ûX

No single-trigger or modified single-trigger change-in-control arrangements

Set meaningful stock ownership guidelines for executives and directors

ûX

No change-in-control severance multiple in excess of three times salary and target bonus

Disclose performance goals and performance results ~~related thereto~~ for our Senior Management Bonus Program and our performance restricted stock unit (“PRSU”) equity grants

ûX

No excise tax gross-ups upon a change in control

Set a maximum individual payout limit on our Senior Management Bonus Program and for our PRSU equity awards

ûX

No re-pricing or cash buyout of underwater stock options or ~~SARs~~stock appreciation rights (“SARs”) allowed

~~For~~In fiscal year ~~2017, pay for performance emphasis, with 88%~~2020, approximately 90% of our Chief Executive Officer’s total pay opportunity ~~being performance-based~~was variable “at risk” compensation. Our other NEOs also had on average approximately 83% of their total compensation ~~and an average of 76% being performance-based~~in variable “at risk” ~~compensation for our other NEOs~~programs.

ûX

No enhanced retirement formulas

~~Limit~~Limited perquisites and other benefits

ûX

No guaranteed compensation either annually or multi-year

Incorporate general severance and change-in-control provisions in our management continuity agreements and Executive Severance Plan that are consistent with market practice, including double-trigger requirements for change-in-control protection

ûX

No market timing with granting of equity awards

Retain an independent compensation consultant reporting directly to the Committee

No discretionary adjustments to our Senior Management Bonus Program or long-term incentive programs in favor of our NEOs to reduce the negative impact of the COVID-19 pandemic

Our Compensation Philosophy

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Our executive compensation ~~program is~~programs are intended to attract and retain executive officers and to align the interests of our executive officers and our shareholders. The Committee’s objectives for our ~~program~~programs include, but are not limited to, the following:

•reflecting industry standards, offering competitive total compensation opportunities and balancing the need for talent with reasonable compensation expense;

•enhancing shareholder value by focusing management on financial metrics that drive value;

•focusing on at-risk compensation versus fixed compensation;

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

•aligning executive decision-making with business strategy and discouraging excessive risk taking.

The Committee determines the type and amount of compensation opportunity for our officers based on a thorough review of a variety of factors, including competitive market data, the ~~executive’s~~officer’s current responsibilities and value to the Company, future leadership potential and ~~individual / corporate /~~ individual/corporate/business ~~unit~~ performance.

We believe that our executive compensation structure strikes a balance of incentive opportunities based on:

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

•stock price ~~appreciation~~performance to focus our ~~executives~~executive team on ~~stock price performance (stock options~~delivering superior long-term shareholder value; and ~~RSUs); and~~

~~in 2018,~~ •total shareholder return against companies in our industry to focus on delivering superior shareholder value.

The following table outlines the elements of our executive pay programs and each element’s relationship with our ongoing annual executive compensation philosophy for NEOs:

Component

Purpose

Characteristics

Fixed or Performance-Based

Base Salary

Attracts and retains executives through market-based pay

Compensates executives fairly and competitively for their roles

Fixed

Annual Bonus

(Senior Management Bonus Program)

Encourages achievement of ~~strategic and~~ financial performance metrics that drive ~~long-term shareholder value~~short-term results

Based on achievement of predefined corporate and business ~~unit~~ financial performance objectives

Performance-Based

Long-Term Incentives (“LTI”)

Align executives’ long-term compensation interests with shareholders’ investment interests

Value to the executive is based on long-term stock price performance

Performance-Based

Performance Restricted Stock ~~Options~~Units (“PRSUs”)

Motivate ~~management behaviors to increase our stock price above the exercise price~~

~~Require stock price growth above the exercise price for our~~corporate executives to ~~recognize value~~provide superior TSR over the long term

Cumulative three-year TSR ranking versus Russell 3000 Packaged Foods & Meats companies

Performance-Based

Restricted Stock Units (“RSUs”)

Provide basic retention value and reinforce management behaviors to increase stock price after the grant date

Require stock price growth for our executives to recognize ~~an increase in~~increased value

Performance-Based

Health/Welfare Plans and Retirement Benefits

Provide competitive benefits that promote employee health and productivity and support longer-term physical and fiscal security

Similar to benefits offered to other employees

Fixed

Perquisites

Provide limited personal benefits that are consistent with our overall philosophy and objective to attract and retain superior executive talent

Limited personal use of the corporate aircraft, with pre-approved authorization of our President and Chief Executive Officer (see page ~~28)~~33)

Fixed

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Fiscal Year ~~2017~~2020 NEO Target Compensation Structure Summary
Component			Summary⁽¹⁾
Base Salary			The ~~Committee approved the~~ following base salaries ~~in November 2016:~~were approved for fiscal year 2020: Ÿ •Mr. Vitale: ~~$1,000,000 (no change).~~$1,224,000; no change Ÿ •Mr. Zadoks: ~~Increased 8.4%~~$612,000; no change •Ms. Gray: $600,000; increased 12.0% to ~~$515,000~~recognize Ms. Gray’s leadership responsibilities for both the Company’s legal and human resource functions and to move ~~closer to~~her salary near the ~~50th~~competitive 50th percentile ~~market value.~~for the Company’s peer group Ÿ • ~~Ms. Gray: Increased 8.2% to $460,000 to move closer to the 50th percentile market value.~~Mr. Friedman: $700,000; no change Ÿ • Messrs. Dwyer and Neugent: Increased 2.3% and 8.0%, respectively, to $675,000 for internal consistency, based on the Committee’s thorough review of competitive market values, the Company’s compensation structure and the factors summarized in the CD&A section entitled ~~2017 Compensation Elements—Base Salary~~.Mr. Westphal: $600,000; no change
Target Annual Bonus (Senior Management Bonus Program)			Ÿ Our ~~2017~~2020 Senior Management Bonus Program was based on Corporate or Business Unit Adjusted ~~Free Cash Flow~~EBITDA, depending on the organizational level of the executive. The following target bonus opportunities were approved for ~~Messrs. Vitale and~~fiscal year 2020: •Mr. Vitale: 150% of base salary, no change •Mr. Zadoks and Ms. ~~Gray, and Adjusted EBITDA for the business units of Messrs. Dwyer and Neugent.~~ Ÿ ~~The Committee did not change target bonus opportunities for NEOs in fiscal year 2017:~~ ü ~~Mr. Vitale: Remained at 120% of base salary.~~ ü ~~All other NEOs: Remained at~~Gray: 100% of base ~~salary.~~salary; no change •Mr. Friedman and Mr. Westphal: 100% of base salary; no change
Long-Term Incentives ~~(“LTI”)~~			Ÿ ~~Objective: To~~We offer a balanced equity portfolio ~~of opportunity and~~ to ensure ~~an executive’s opportunity is~~our executives’ opportunities are linked to increases in shareholder value beyond grant date. We also believe ~~using~~ a combination of LTI programs ~~and employing an LTI mix weighted more heavily on~~with significant performance-based value ~~(e.g.,~~and efficient share utilization is most appropriate. To that end, in fiscal year 2020, we did not include stock options ~~for fiscal~~from the LTI compensation paid to our NEOs. Fiscal year ~~2017 grants) accomplishes~~2020 equity grants to our ~~objectives.~~ ~~In fiscal year 2018, we will implement a new three-year~~NEOs consisted of 50% of total value apportioned to each of PRSUs and RSUs. All NEOs are now compensated under the same long-term ~~performance program incorporating three-year total shareholder return performance.~~incentive structure. Ÿ •~~Our 2017 LTI structure includes annual grants of stock options and restricted stock units (“RSUs”).~~PRSU program: measures the Company’s cumulative three-year TSR performance ranking versus the Russell 3000 Packaged Foods & Meats companies. Ÿ •~~The value mix for our November 2016 equity grants is consistent with our philosophy~~RSU program: For each NEO except Mr. Friedman, RSUs vest one-third per year on the first, second and third anniversaries of the grant date. Mr. Friedman’s RSUs vest 100% on the third anniversary in order to ~~annually grant more performance-based equity in the form of stock options to our CEO and business unit leaders.~~provide additional retentive incentive. ü ~~Mr. Vitale: Approximately 75/25 stock option and RSU value.~~ ü ~~Messrs. Dwyer and Neugent: Approximately 65/35 stock option and RSU value.~~ ü ~~Mr. Zadoks and Ms. Gray: Approximately 55/45 stock option and RSU value.~~


⁽¹⁾Fiscal year 2020 targeted compensation adjustments for our NEOs were based on competitive market data from the November 2019 total compensation study summarized in the CD&A subsection entitled Compensation Decision Process - Role of Peer Companies and Competitive Market Data. 24 Table of Contents	Fiscal year 2017 targeted compensation adjustments for our NEOs described in this table were based on competitive market data from the August 2016 total compensation study summarized in the CD&A section entitled ~~Role of Peer Companies and Competitive Market Data~~.

Total Compensation Mix

Our mix of total compensation, as illustrated by the below charts, is significantly skewed towards ~~performance-based~~variable “at-risk” compensation.

Compensation Decision Process

Role of the Committee

The Committee is responsible to our Board of Directors for oversight of our executive compensation ~~program.~~programs. The Committee consists of independent directors and is responsible for the review and approval of all aspects of our ~~program.~~programs. Among its duties, the Committee is responsible for:

•considering input from our shareholders;

•reviewing and assessing competitive market data;

•reviewing the ~~CEO’s~~chief executive officer’s performance and determining the ~~CEO’s~~chief executive officer’s compensation;

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

•evaluating the competitiveness of each executive’s total compensation package to ensure that we can attract and retain critical management talent; and

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

Following review and discussion, the Committee or the Board, as applicable, approves the executive compensation of our executive ~~compensation.~~officers. The Committee is supported in its work by our Executive Vice President, General Counsel and Chief Administrative Officer and human resources and legal teams, as well as the Committee’s independent compensation consultant. In the event that an employee becomes an executive officer in the middle of the fiscal year, the Committee approves such executive officer’s compensation on a go-forward basis but does not retroactively approve any compensation or compensation targets previously set for such employee.

Role of Management

For ~~executives~~executive officers other than ~~the CEO position,~~himself, our President and Chief Executive Officer makes pay recommendations to the Committee based on competitive market data and an assessment of individual performance. His recommendations to the Committee establish appropriate and market-competitive compensation opportunities for our NEOs, consistent with our overall pay philosophy. The Committee reviews and discusses the recommendations, in conjunction with the Committee’s independent compensation consultant, in making compensation decisions or recommendations to the full Board. No ~~executive~~ officer participates directly in the final deliberations or determinations regarding his or her own compensation package.

Role of the Independent Compensation Consultant

The Committee retains the services of Aon, ~~Hewitt,~~ in accordance with the Committee’s charter. Aon ~~Hewitt~~ reports directly to the Committee. The Committee retains sole authority to hire or terminate Aon, ~~Hewitt,~~ approves its professional fees, determines the nature and scope of its services and evaluates its performance. A representative of Aon ~~Hewitt~~ attends Committee meetings, as requested, and communicates with the Committee chair between meetings. The Committee makes all final ~~decisions.~~decisions regarding executive compensation.

~~Aon Hewitt’s~~

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Aon’s specific compensation consultation roles include, but are not limited to, the following:

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

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

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

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

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

•reviewing and commenting on proxy statement disclosure items, including preparation of the CD&A; and

•advising the Committee on management’s pay recommendations.

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

Aon.

Role of Peer Companies and Competitive Market Data

Annually, the Committee reviews total compensation market data provided by ~~Aon Hewitt.~~Aon. The Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. Consistent with prior years, the following peer group development criteria ~~was~~were used to develop competitive market values to assist with fiscal year ~~2017~~2020 pay decisions:

•Industry: ~~Similar~~similar to Post, based on the Global Industry Classification System (GICS) code of Packaged Foods ~~and~~& Meats;

•Company size: ~~Approximately~~approximately 0.4 times to 3 times ~~our~~Post’s annual revenues, with a secondary focus on market cap;

•Peers: ~~Companies~~companies using Post in their compensation peer group;

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

•Competitors: ~~Companies~~companies that compete with usPost for business and management talent.

The 2019 peer group used to assist with fiscal year 2020 pay decisions consisted of 16 companies with median and average annual revenues of approximately $4.0 billion and $4.9 billion, respectively. Post’s annual revenues for fiscal year 2016 were approximately $5.0 billion. The peer companies for fiscal year 2017 were:

the following 15 companies:



Ÿ •Campbell Soup Company Ÿ •~~Cott Corporation~~ Ÿ ~~Dean Foods Company~~ Ÿ ~~Flowers Foods,~~Conagra Brands, Inc. Ÿ •General Mills, Inc. •The Hain Celestial Group, Inc. Ÿ •The Hershey Company Ÿ •Hormel Foods Corporation Ÿ ~~McCormick & Company, Inc.~~	Ÿ ~~Mead Johnson Nutrition~~ Ÿ ~~Monster Beverage Corporation~~ Ÿ ~~Pilgrim’s Pride~~ Ÿ ~~Pinnacle Foods Inc.~~ Ÿ •The J.M. Smucker Company Ÿ •~~Snyder’s-Lance,~~Kellogg Company	•Lamb Weston Holdings, Inc. Ÿ •McCormick & Company, Incorporated •Monster Beverage Corporation •Newell Brands Inc. •Pilgrim’s Pride Corporation •Primo Water Corporation (formerly known as Cott Corporation) •TreeHouse Foods, Inc. Ÿ ~~The White-Wave Foods Company~~

The 2019 peer ~~companies for fiscal year 2017 are consistent~~group is similar to the 2018 peer group, with the ~~peer groups for fiscal year 2016, except B&G~~following modifications:

•Addition: Newell Brands (similar size, business platform and consumer goods sector)

•Deletions: Dean Foods ~~was removed based on revenue size criteria, Jarden was removed due to its acquisition by Newell Rubbermaid, and Pilgrim’s Pride was added based on industry and size.~~(bankruptcy filing); Pinnacle Foods (acquired)

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

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Timing of Compensation Decisions

Pay recommendations for our executives, including ~~the NEOs,~~our executive officers, are typically made by the Committee at its first regularly scheduled meeting of the fiscal year, normally held in November. This meeting is typically held around the same time as we report our fourth quarter and ~~year-end~~annual financial results for the preceding ~~fiscal year and provide our financial guidance for the upcoming~~ fiscal year. This timing allows the Committee to have a complete financial performance picture prior to making compensation decisions. In advance of its regularly scheduled November meeting, the Committee often has pre-meetings or other off-cycle discussions to give thorough consideration to the appropriate amount and structure of compensation for our executives.

Decisions with respect to prior fiscal year performance, as well as annual equity awards, base salary increases and target performance levels for the current fiscal year and beyond, also typically are made at ~~this meeting.~~the Committee’s first regularly scheduled meeting for the fiscal year. Further, any equity awards approved by the Committee at this meeting are dated as of the date of the Committee meeting. As such, the Committee does not time the grants of options or any other equity incentives to the release of material non-public information.

The exceptions to this timing are awards to executives who are promoted or hired from outside of the Company during the fiscal year. These executives may receive equity awards effective or dated, as applicable, as of the date of their promotion or hire or the next nearest scheduled Committee meeting.

Determination of CEO Compensation

At its first regularly scheduled meeting of the fiscal year, the Committee ~~also~~ reviews and evaluates CEO performance, and determines performance achievement levels, for the prior fiscal year. The Committee also reviews competitive

compensation data. Following review and discussion, the Committee or the Board, as applicable, approves the CEO’s ~~executive~~ compensation.

~~2017~~2020 Compensation Elements

Base Salary

Base salaries are designed to recognize ~~and reward~~ the ~~skill,~~ competency, experience and performance an executive brings to the position. Changes in base salary will result primarily from a comparison ~~against~~to peer group market data, individual and Company performance, internal equity, ~~considerations,~~ value to the organization, promotions and the ~~executive’s~~ specific responsibilities compared to market. The Committee reviews base salaries for our executive officers annually.


Name	2020 Base Salary (1)	Change from 2019
Robert V. Vitale	$1,224,000	0%
Jeff A. Zadoks	$612,000	0%
Diedre J. Gray	$600,000	12% (2)
Howard A. Friedman	$700,000	0%
Mark W. Westphal	$600,000	0%



~~Name~~	~~2017 Base Salary~~	~~Comment~~
~~Robert V. Vitale~~	~~$1,000,000~~	~~The Committee voted to maintain Mr. Vitale’s current salary rate and did not approve an increase for 2017. Reflects 50~~^th ~~percentile market value.~~
~~Jeff A. Zadoks~~	~~$515,000~~	~~Reflects a value somewhat below the peer group 50~~^th ~~percentile.~~
~~James E. Dwyer, Jr.~~	~~$675,000~~	~~Reflects the Committee’s thorough evaluation of competitive market data and the other relevant factors noted above.~~
~~Diedre J. Gray~~	~~$460,000~~	~~Reflects a value somewhat below the peer group 50~~^th ~~percentile.~~
~~Christopher J. Neugent~~	~~$675,000~~	~~Reflects the Committee’s thorough evaluation of competitive market data and the other relevant factors noted above.~~

(1) See detailed comments in the CD&A subsection entitled Fiscal Year 2020 NEO Target Compensation Structure Summary.

(2)Represents an increase based on Ms. Gray’s leadership responsibilities for both the Company’s legal and human resource functions and to move her salary near the competitive 50th percentile for the Company’s peer group.

Fiscal Year 2021 Base Salary

None of our NEOs will receive a base salary increase in fiscal year 2021. Those funds typically used for NEO base salary increases will instead be used to provide meaningful increases to our hourly employees at our manufacturing facilities, whose personal commitment, reliability and resilience in maintaining our operations during these difficult times cannot be overstated.

Annual Bonus (Senior Management Bonus Program)

Our NEOs are eligible to earn ~~cash~~ incentives based on fiscal year performance. The Senior Management Bonus Program is designed to reward our executives who attain superior annual performance in key areas that we believe create long-term value for shareholders. Performance is measured at both the corporate and business unit level.

For fiscal year ~~2017,~~2020, the Committee approved Adjusted ~~Free Cash Flow (corporate) and Adjusted~~ EBITDA ~~(business unit)~~ as the primary performance ~~metrics.~~metric for both corporate and business unit level executive officers. We believe Adjusted ~~Free Cash Flow is used at the corporate level because we believe it~~EBITDA is the best metric for ~~tracking~~measuring performance achievement levels of our ~~performance relative~~executive officers because it is directly linked to ~~enhancement of~~ shareholder ~~value.~~

returns, and it is a clear straight-forward financial metric. Potential financial adjustments to determine performance achievement levels include items such as ~~changes in accounting principles, gains~~transaction costs and ~~losses on the sale~~

Table of ~~a business or business unit, M&A-related~~Contents

integration costs, ~~goodwill write-off or asset impairment~~provision for legal settlements, non-cash stock-based compensation and other ~~one-time, non-recurring~~items that the Company believes do not contribute to a meaningful evaluation of the Company’s current operating performance or ~~extraordinary items.~~comparisons of the Company’s operating performance to other fiscal periods. These adjustments are consistent with our announced results.

~~Performance measures: The following financial targets were included in the Senior Management Bonus Program~~:

~~(dollars in millions)~~

Measure⁽¹⁾
Threshold⁽²⁾
Target⁽²⁾
Maximum⁽²⁾
Corporate-Adjusted Free Cash Flow $761.90 $802.00 $842.10
Michael Foods-Adjusted EBITDA $367.84 $387.20 $403.20
Post Consumer Brands-Adjusted EBITDA $457.62 $474.10 $491.33

⁽¹⁾~~See definitions of Corporate-Adjusted Free Cash Flow, Michael Foods-Adjusted EBITDA and Post Consumer Brands-Adjusted EBITDA in the footnotes to the~~ ~~Fiscal Year 2017 Performance Achievement~~ ~~table below.~~

⁽²⁾~~When evaluating financial goals / results, the Committee generally excludes one-time, non-recurring or extraordinary items.~~

Upon completion of the fiscal year, the Committee determines achievement levels versus the pre-approved financial ~~requirements.~~targets. The Committee also performs a comprehensive review of the overall financial performance at the corporate and business unit levels. For performance achievement between the threshold, target and maximum performance levels, earned amounts are interpolated on a straight-line basis between points. 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. The Committee retains flexibility to make adjustments as needed to incorporate the results of its comprehensive financial review.

Target award opportunities: The following target bonuses (as a percentage of base salary) were approved ~~by the Committee~~ for fiscal year ~~2017:~~2020. No changes were made to the target bonus percentages approved for these individuals for fiscal year 2019.



Name			~~2017~~2020 Target ⁽¹⁾⁽²⁾ (% of Salary)	~~Comment~~
Robert V. Vitale			~~120%~~	~~No change from 2016~~150%
Jeff A. Zadoks			100%	~~No change from 2016~~
~~James E. Dwyer, Jr.~~	~~100%~~	~~No change from 2016~~
Diedre J. Gray			100%
~~No change from 2016~~Howard A. Friedman			100%
~~Christopher J. Neugent~~Mark W. Westphal			100%	~~No change from 2016~~

⁽¹⁾

~~The Committee approved 2017 targets at the November 2016 Committee meeting based on a thorough review of competitive market data~~

(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.

Target and ~~evaluation of other relevant factors noted in the CD&A section above entitled~~ ~~2017 Compensation Elements-Base Salary~~.


⁽²⁾	Participants may earn from 50% to 150% of target bonus based on performance achievement between threshold and maximum. Payout opportunities for performance between threshold, target and maximum are interpolated on a straight-line basis.

Actual Fiscal Year ~~2017 performance assessment~~2020 performance: The following levels were approved for Corporate and ~~earned amounts: The Committee approved the following attainment levels for corporate Adjusted Free Cash Flow and business unit~~Business Unit Adjusted EBITDA for fiscal year ~~2017:~~2020:

(dollars in millions)


Fiscal Year 2020 Performance Achievement	Threshold (1)	Target (1)	Maximum (1)	Actual (1)
Corporate-Adjusted EBITDA(2)	$1,163.75	$1,225.0	$1,286.25	$1,140.50
Foodservice-Adjusted EBITDA(3)	$308.83	$325.085	$341.34	$144.00
Post Consumer Brands-Adjusted EBITDA(4)	$446.5	$470.0	$493.5	$507.90

Fiscal Year 2017 Performance Achievement Threshold Target Maximum Actual
Corporate-Adjusted Free Cash Flow⁽¹⁾
$761.90 $802.00 $842.10 $794.5
Michael Foods-Adjusted EBITDA⁽²⁾
$367.84 $387.20 $403.20 $353.2
Post Consumer Brands-Adjusted EBITDA⁽³⁾
$457.62 $474.10 $491.33 $477.2
(1) When evaluating financial goals/results, the Committee generally excludes non-recurring or extraordinary items.

⁽¹⁾

Corporate-Adjusted Free Cash Flow is a non-GAAP measure which represents Adjusted EBITDA less cash capital expenditures from the Company’s Annual Report on Form 10-K of $190.4 million (both of which were adjusted to exclude the impact of the Company’s recent acquisition of Weetabix and certain corporate capital initiatives which were not taken into account when the Committee determined the Company’s Adjusted Free Cash Flow attainment levels). Adjusted EBITDA, as used herein, represents the consolidated net earnings of the Company excluding income taxes, net interest expense, depreciation and amortization, non-cash stock-based compensation, restructuring and plant closure costs, transaction costs, integration costs, inventory valuation adjustments on acquired businesses, mark-to-market adjustments on commodity hedges, mark-to-market adjustments and settlements on interest rate swaps, losses on asset sales, provisions for legal settlements, gains from insurance and indemnification proceeds, foreign currency gains and losses on intercompany loans and gain on sale of business.


⁽²⁾	Michael Foods-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Michael Foods Group segment from the Company’s Annual Report on Form 10-K, excluding depreciation and amortization, mark-to-market adjustments on commodity hedges and provisions for legal settlements.

⁽³⁾

Post Consumer Brands-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Post Consumer Brands segment from the Company’s Annual Report on Form 10-K, excluding the results of the Attune business, the Weetabix North America business acquired on July 3, 2017, depreciation and amortization, mark-to-market adjustments on commodity hedges, provisions for legal settlements and integration costs.

(2)Corporate-Adjusted EBITDA is a non-GAAP measure which represents the consolidated net earnings of the Company from the Company’s Annual Report on Form 10-K, excluding income tax expense, net interest expense, depreciation and amortization (including accelerated depreciation), net expense on swaps, net loss on extinguishment of debt, non-cash stock-based compensation, noncontrolling interest adjustment, equity method investment adjustment, transaction costs, integration costs, gain on bargain purchase, mark-to-mark adjustments on commodity and foreign exchange hedges, restructuring and facility closure costs (excluding accelerated depreciation), provision for legal settlements, assets held for sale, mark-to-market adjustments on equity securities, foreign currency gain on intercompany loans, inventory revaluation adjustment on acquired business and advisory income.

(3)Foodservice-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Foodservice segment from the Company’s Annual Report on Form 10-K, excluding depreciation and amortization (including accelerated depreciation), mark-to-market adjustments on commodity and foreign exchange hedges, inventory revaluation adjustment on acquired business and integration costs.

(4)Post Consumer Brands-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Post Consumer Brands segment from the Company’s Annual Report on Form 10-K, excluding depreciation and amortization (including accelerated depreciation) and integration costs.

Management recommended, and the Committee concurred, that it was important to measure fiscal year 2020 performance based on the original pre-approved fiscal year 2020 Adjusted EBITDA financial targets without making any adjustments for any COVID-related impact, including amounts spent on personal protective equipment, COVID-19 testing for our employees and COVID-related modifications to our facilities, even though the pandemic was unexpected at the start of the fiscal year and impacted performance in a manner that was outside of our named executive officers’ control. Accordingly, the Committee made no discretionary adjustments in favor of the named executive officers to reduce the negative impact of the COVID-19 pandemic. Based on the approved ~~actual~~ fiscal year ~~2017~~2020 performance results above and the results of the Committee’s comprehensive financial review, the Committee approved the following bonus amounts:

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Approved Fiscal Year 2017 Actual Bonuses
Approved Fiscal Year 2020 Actual Bonuses				Approved Fiscal Year 2020 Actual Bonuses
Name	2017 Target Bonus (% of Salary)	2017 Actual Bonus (% of Target)	2017 Actual Bonus	Name	2020 Target Bonus (% of Salary)	2020 Actual Bonus Earned (% of Target)	2020 Actual Bonus Earned
Robert V. Vitale	120%		$1,200,000	Robert V. Vitale	150%	0%	$0
Jeff A. Zadoks	100%		$515,000	Jeff A. Zadoks	100%	0%	$0
James E. Dwyer, Jr.	100%	50%	$337,500
Diedre J. Gray	100%		$460,000	Diedre J. Gray	100%	0%	$0
Christopher J. Neugent	100%		$675,000
Howard A. Friedman				Howard A. Friedman	100%	150%	$1,050,000
Mark W. Westphal				Mark W. Westphal	100%	0%	$0

The ~~Company fell just short of~~Post Consumer Brands business sells products in channels which generally experienced an increase in sales in fiscal year 2020 due to the COVID-19 pandemic. As a result, the Post Consumer Brands business exceeded its ~~corporate overall~~maximum Adjusted ~~Free Cash Flow~~EBITDA target of ~~$802~~$493.5 million, delivering ~~$794.5~~$507.9 million of Adjusted ~~Free Cash Flow. However, when determining~~EBITDA. Mr. Friedman, as the leader of the Post Consumer Brands business, received a bonus ~~amounts~~payout at 150% of the ~~corporate level,~~target amount in line with the ~~Committee took into account~~performance achievement of his business.

The Foodservice business declined in fiscal year 2020 as many full service restaurants, quick service restaurants, education and travel and lodging establishments that sell our products were closed or only operating in limited capacities due to the COVID-19 pandemic. The Foodservice business did not reach its threshold Adjusted EBITDA target of $308.83 million, delivering $144.0 million of Adjusted EBITDA. Therefore, Mr. Westphal, as the leader of the Foodservice business, did not receive a bonus payout for fiscal year 2020. Despite the COVID-19 impact on the Foodservice business and its fiscal year 2020 financial results, we did not cut salaries or hourly rates for employees in the Foodservice business. Although we made the difficult decision to make necessary hour reductions and targeted furloughs at some points, all employees furloughed in fiscal year 2020 have since returned to full employment. In addition, despite significantly less demand for our Foodservice products, we continued to maintain the shifts for our Foodservice hourly workers at thirty-two hours per week, ensuring continuation of benefits coverage.

As a result of the negative impact of COVID-19 on the Foodservice business’s financial results, the Company ~~had~~also did not reach the Corporate threshold Adjusted EBITDA target of $1,163.75 million, delivering $1,140.5 million of Adjusted EBITDA. Therefore, Messrs. Vitale and Zadoks and Ms. Gray also did not receive a ~~strong~~bonus payout for fiscal year ~~2017 performance, including the Company’s stock price performance, both on an absolute basis and when compared~~2020. The Committee’s decision to ~~the Company’s peers. The Committee also considered the activities undertaken by management to position the Company for future growth, including substantial corporate projects around two major~~

acquisitions and several financing efforts. In light of these considerations, as well as the fact that management met external expectations and the budget previously approved by the Board, the Committee exercised its reasonable discretion to determine to pay outnot award bonuses ~~at the corporate level, including~~ to Messrs. Vitale and Zadoks and Ms. Gray atalso allowed the ~~100% target level.~~

The Michael Foods Group business did not meet the established Adjusted EBITDA threshold level of $367.84 million, delivering $353.2 million of Adjusted EBITDA. In determining incentive plan payouts for fiscal year 2017 for Mr. Dwyer, the Committee considered not only the overall strong performance of the Company ~~as a whole, but also certain additional factors which impacted the Michael Foods Group business such as:~~

~~successful navigation of the avian influenza outbreak which affected Michael Foods Group’s egg business;~~

~~substantial investments in cage-free housing systems for hens across the Michael Foods Group network; and~~

~~successful integration of a newly acquired pasteurized egg business into Michael Foods Group.~~

These factors were not considered at the time the fiscal year’s performance goals and related metrics were established, and they substantially impacted the ability of the Michael Foods Group business to reach the Adjusted EBITDA threshold milestone for fiscal year 2017. The Committee, exercising its reasonable discretion, determined to pay out discretionary bonuses to ~~the Michael Foods Group~~frontline workers in our business ~~including to Mr. Dwyer, at the 50% threshold level.~~units.

Long-Term Incentives ~~— Annual~~– Fiscal Year 2020 Grants

The Committee believes in a balanced approach to long-term incentive compensation, with an emphasis on performance-based ~~compensation. Our regular ongoing equity~~compensation opportunities and efficient share utilization. For fiscal year 2020, we modified our LTI approach to not include stock options. All NEOs were compensated on the same LTI structure ~~consists~~consisting of ~~stock options~~approximately 50% of value apportioned to each of PRSUs and RSUs. ~~We firmly believe that stock options especially represent effective performance-based compensation.~~

The Committee uses competitive market data from our annual total compensation study to assist with targeted long-term incentive value. In addition, the Committee considers individual performance, potential future contributions to our business, internal equity and management’s recommendations.

Our fiscal year 2017 equity value mix was approximately 75/25 stock option and RSU value for Mr. Vitale, 65/35 for Messrs. Dwyer and Neugent, and 55/45 for Mr. Zadoks and Ms. Gray. This approach is consistent with our philosophy of granting a higher weight of performance-based value (achieved with stock options) to our CEO and business unit leaders.

~~Stock options~~PRSUs: The value of stock options is based solely on stock price appreciation after the grant date. Stock option grants have a ten-year term and one-third of the grant vests on the first, second and third anniversaries of the grant date. The exercise price is determinedPRSUs are earned based on our ~~closing~~future achievement of three-year goals. The opportunity to earn shares is based on our three-year TSR ranking versus the Russell 3000 Packaged Foods & Meats companies (consists of 34 companies, including Post Holdings, as of October 1, 2019, the beginning of the three-year performance period). This plan focuses our executives’ behaviors on long-term decision-making that enhances shareholder value. Each PRSU earned is settled with a share of the Company’s common stock following the completion of the three year performance period. For the fiscal year 2020 PRSU grant, shares as a percentage of target may be earned on a sliding scale as follows:

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Post’s Relative 3-Year TSR Percentile Rank			Vesting (1)
≥75th			200% of target
50th			100% of target
25th			50% of target
<25th			0% of target
(1)Performance between points is interpolated on a straight-line basis.

The fiscal year 2020 PRSU performance / payout scale was adjusted from prior years to align with prevalent U.S. design practices (per Aon’s 2018 Relative TSR Survey of 350 U.S. companies). Changes include:

•Maximum performance requirement: changed from 90th percentile to 75th percentile

•Minimum payout opportunity: changed from 25% of target to 50% of target

The following bullets summarize the fiscal year 2020 PRSU grant design parameters:

•Performance period: October 1, 2019 through September 30, 2022.

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

•Peer group: Russell 3000 Packaged Foods & Meats companies; acquired companies are removed from the rankings; bankruptcies are dropped to the bottom ranking.

•Beginning and ending values: based on the average of the 250 trading days immediately prior to and including the first/last day of the performance period to mitigate any short-term swings in stock price on either end.

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

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

•Vesting: the number of PRSUs awarded in accordance with the sliding scale vesting table set forth above will vest following the end of the three-year performance period. No PRSUs will vest during the performance period, with limited exceptions in cases of death, disability or involuntary termination of employment associated with a change in control of the Company (or absent an involuntary termination, failure of the acquirer in a change in control to assume, on substantially the same terms, the PRSUs).

RSUs: The value of RSUs provides a base level of retention value as well as incentive for increasing shareholder ~~value after the grant date.~~value. Our RSUs generally vest one-third per year on the first, second and third anniversaries of the grant date. Mr. Friedman’s fiscal year 2020 RSU grant vests 100% on the third anniversary of the grant date in order to provide additional retentive incentive.

Long-Term Incentives —– Fiscal Year 2018 ~~Grants~~PRSU Grant Completed in Calendar Year 2020

The ~~Committee engaged with the independent compensation consultant to design and implement a new three-year long-term performance program for~~ fiscal year ~~2018.~~2018 PRSU grant measured our TSR versus the Russell 3000 Packaged Foods and Meats companies for the period of October 1, 2017 through September 30, 2020. The ~~new program will focus on our three-year total shareholder return against~~ companies in ~~our industry.~~the Russell 3000 Packaged Foods and Meats group were established and closed at the start of the performance period. During the performance period, bankruptcies dropped to the bottom ranking and acquisitions were removed from the group. The beginning and ending share price values were based on the average of the 250 trading days immediately prior to and including the first/last day of the performance period to mitigate any short-term stock price swings on either end.

~~Value~~The fiscal year 2018 PRSU grant had a performance / payout scale of ~~Option Awards~~90th percentile ranking (200% of target payout), 50th percentile ranking (100% of target payout), and 25th percentile ranking (25% of target payout). Performance between points was interpolated on a straight-line basis. Performance below the 25th percentile ranking would have resulted in a 0% of target payout.

We determine the fair value of stock option grants in accordance with FASB ASC Topic 718 and the SEC’s Staff Accounting Bulletin Topic 14. Application of this guidance has historically caused our fair value estimates to be somewhat lower than those determined by external shareholder advisory firms, primarily due to differences in assumptionsOur final TSR ranking for the ~~expected term~~performance period was at the 63rd percentile, resulting in an approved payout of 132.50% of the ~~options. For our standard three-year vesting awards, we have used the simplified method allowed under generally accepted accounting principles (“GAAP”) as we do not have sufficient historical~~target number of PRSUs. Each PRSU earned was settled with a share ~~option exercise experience. This approach resulted in an expected term of 6.5 years. The advisory firms use a full ten-year expected term for their stock option valuations, regardless~~ of the Company’s ~~circumstances.~~common stock on November 5, 2020, after the end of fiscal year 2020.

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Long-Term Incentives – Accelerated Vesting of RSU Grant

As discussed throughout this CD&A, the Committee did not approve any COVID-related financial adjustments for annual bonuses for our named executive officers in fiscal year 2020, resulting in no annual bonus payout for Mr. Vitale, and his fiscal year 2021 salary has not been increased. Our named executive officers, on the other hand, went to great lengths to make COVID-related adjustments for our front-line employee population, especially those in the hard-hit Foodservice business, to be sure they were treated fairly and did not suffer compensation hardships during the COVID-19 pandemic.

In November 2020, to recognize Mr. Vitale’s superior management and leadership throughout the pandemic, the Committee approved a two-month acceleration of the five year vesting schedule of his RSUs granted in 2016 from February 2, 2021 to December 15, 2020, subject to certain terms and conditions. The acceleration does not represent additional compensation for Mr. Vitale, but is an acknowledgement of his valuable service in a challenging year. There will not be a material cost impact to the Company due to vesting acceleration of less than two months of the original sixty-month term.

Other Compensation Policies

Stock Ownership Guidelines

We have stock ownership guidelines applicable to non-employee directors and ~~corporate executive~~Section 16 officers. Our Board of Directors believes it is in the best interests of the Company and our shareholders to align the financial interests of ~~executive~~Section 16 officers and non-employee directors with those of our shareholders. Our guideline structure is as follows:

~~Chief Executive Officer - 5 times salary~~

~~Executive Officers - 2 times salary~~

•Non-Employee Directors - 5 times annual retainer

•Chief Executive Officer - 6 times base salary

•Section 16 Officers - 2 times base salary

Participants are expected to comply with the ownership requirements within five years of an appointment to a qualified position. As of September 30, ~~2017,~~2020, over 90% of participants were in compliance with the ownership requirements, and all who ~~are~~were not compliant ~~have been granted an exception~~are still within the five-year timeframe for compliance. The categories of stock ownership that satisfy the ownership criteria include:

•shares owned directly or indirectly (e.g. by spouse or trust);

•unvested time-vested or performance-based cash or stock-settled restricted stock or ~~restricted stock units;~~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, including deferred stock units and deferred compensation, payable under our deferred compensation plans.

Unvested stock options, unexercised stock options and ~~stock appreciation rights~~SARs are not included when determining compliance with the guidelines. The Committee is responsible for monitoring the application of the stock ownership guidelines and may modify the guidelines in its discretion, including as a result of dramatic or unexpected changes in the market value of Post common stock. The Committee has the discretion to enforce these stock ownership guidelines on a case-by-case basis. ~~In accordance with our guidelines, the Committee has approved an exception to Mr. Curl’s stock ownership requirement based on his employer’s conflicts of interest policy.~~

Recoupment (“Clawback”) Policy

We have an executive compensation “clawback” policy in connection with performance-based compensation. The clawback policy provides that in the event there is a restatement of the Company’s financial results, other than due to a change in applicable accounting methods, rules or interpretations, the Committee, to the extent allowable under applicable law, has the authority to recoup performance-based compensation paid to a director or ~~executive~~Section 16 officer during the three-year period preceding the restatement if (i) the restatement would result in the payment of a reduced award if the award were recalculated based on the restated results and (ii) the director or ~~executive~~Section 16 officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement. The policy went into effect on May 4, 2015 and applies to all performance-based compensation granted, paid or credited after May 4, 2015.

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Policy on Hedging and Pledging Company Stock

We have a policy that prohibits directors and executive officers from engaging in derivative or hedging transactions in the Company’s securities and ~~a policy that~~ prohibits pledging of shares by directors and executive officers. ~~Specifically,~~See the ~~policy prohibits directors~~section Corporate Governance – Policy on Hedging and executive officers from (i) purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company’s common stock or other equity securities or (ii) pledging, hypothecating or otherwise encumbering shares of the Company’s common stock or other equity securities as collateralPledging Company Stock on page 8 for ~~indebtedness, including holding such shares in a margin account.~~ further information.

Compensation Risk Assessment

The Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on the Company. The following features of our ~~program~~programs mitigate this risk:

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

•the ~~Board~~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 atafter the end of the fiscal year;

•in fiscal year 2020, the Senior Management Bonus Program ~~caps~~capped potential payouts at 150% of the target opportunity and the PRSU grants capped potential payouts at 200% of target opportunity to mitigate potential windfalls;

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

•we utilize a portfolio of equity award types;

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

~~executive officers~~•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.

Limitations on Deductibility of Compensation

Section 162(m) ofwas amended under the ~~Internal Revenue Code sets a limit on deductible~~Tax Cuts and Jobs Act and with limited exceptions, the performance-based exemption no longer applies. Beginning with fiscal year 2019, compensation ofabove $1,000,000 ~~per person, per~~is generally non-deductible for any executive officer who was subject to Section 162(m) in fiscal year ~~for the~~2018 or, beginning with fiscal year 2019, has served as our chief executive officer ~~and the next~~or chief financial officer or has been one of our three highest-paid ~~executives (excluding the chief financial officer). However, the deduction limit does~~other executive officers. The Company’s objectives are not apply if the compensation is strictly performance-based. In establishing total compensation for such officers, the Committee considers the effect of Section 162(m). However, corporate objectives may not always be consistent with the requirements for full deductibility. Therefore, deductibility is not the sole factor used in setting the appropriate compensation levels paid by the Company and decisions leading to future compensation levels may not be fully deductible under Section 162(m). We believe this flexibility enables us to respond to changing business conditions or to an executive’s exceptional individual performance.

Benefits and Perquisites

Retirement— - Deferred Compensation

We maintain non-qualified deferred compensation plans for key employees. These plans provide executives with an opportunity to accumulate funds for retirement. The ~~deferred compensation plan~~Deferred Compensation Plan for Key Employees allows eligible employees to defer all or a portion of any eligible bonus earned on a pre-tax basis. The committee that administers the plan may determine that matching contributions may be made for any of Post’s fiscal years. ~~Absent such determination, no matching contribution is made.~~ We also maintain an ~~executive savings investment plan~~Executive Savings Investment Plan which permits eligible employees to make pre-tax ~~deductions~~deferrals of between 1% and 75% of their base salaries. Income taxes on the amounts deferred and any investment gains are deferred until distributed. The ~~plan~~Executive Savings Investment Plan does not provide for Company matching contributions. The ~~plan~~Executive Savings Investment Plan does permit, if approved, a discretionary annual employer contribution, which vests at 25% of each year of service.

Deferred compensation under the plans may be hypothetically invested in Post common stock equivalents or in a number of funds operated by The Vanguard ~~Fund~~ Group Inc. with a variety of investment strategies and objectives. We do not guarantee the rate of return of any fund. Any matching contributions under the ~~deferred compensation plan~~Deferred Compensation Plan for Key Employees are deemed to be hypothetically invested in Post common stock equivalents. Under both plans, distributions of deferrals invested in common stock equivalents are generally made in shares of our common stock, and deferrals hypothetically invested in the

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Vanguard funds are made in cash. As with any deferred compensation plan, there are restrictions on deferral and distribution elections as well as potential financial exposure to changes in our financial health. See the ~~subsection~~section Non-Qualified Deferred Compensation on page 3642 for further information.

Perquisites

We provide executives limited perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation philosophy. These benefits help retain and attract superior employees for key positions. The Committee reviews the levels of perquisites and other benefits periodically.

~~Except as noted below, currently~~Currently the only perquisite provided is personal use of our corporate aircraft. Our executive officers may use ~~the plane~~our corporate aircraft for personal use with prior authorization of the Chief Executive Officer. ~~Our~~The Committee has the authority to grant ~~tax gross-ups related to such use. The Committee can authorize~~ tax gross-ups related to such use, provided that they do not exceed $100,000 for any individual or $200,000 in the aggregate during any fiscal ~~year, which limits remained in effect for fiscal year 2017.~~year. The Committee reviews the levels of perquisites and other benefits periodically. Personal use of the Company aircraft is discussed in the Summary Compensation Table ~~below~~on pages 35 and 36, where applicable.

~~In addition, Mr. Neugent received a $4,500 car allowance in fiscal year 2017, which has been discontinued for subsequent fiscal years. This car allowance is discussed in the~~ ~~Summary Compensation Table~~ ~~below where applicable.~~

Change in Control and Involuntary Termination Treatment

Management Continuity Agreements

Each member of our senior management, including the NEOs whose compensation is discussed herein, has entered into a ~~management continuity agreement~~ Management Continuity Agreement and/or is a participant in our Executive Severance Plan described below. The ~~management continuity agreements~~Management Continuity Agreements are intended to promote stability and continuity of senior management in the event of an actual or anticipated change in control of the Company. The Board of Directors authorized these agreements in recognition of the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. Our Board of Directors is of the opinion that a properly designed change in control agreement protects shareholder ~~interest~~interests by providing (i) incentives to remain with the Company despite uncertainties while a transaction is under consideration or pending and (ii) assurance of severance benefits for terminated employees.

Under the ~~management continuity agreements,~~Management Continuity Agreements, in the event of an involuntary termination in association with a change in control, a NEO who has executed a ~~management continuity agreement~~Management Continuity Agreement may receive (i) a lump sum severance payment equal to the present value of three years of base salary plus the present value of the greater of three years of (A) the NEO’s target bonus for the year in which termination occurred and (B) the NEO’s last annual bonus preceding the termination or change in control (whichever is greater), (ii) a lump sum payout equal to the actuarial value of continued participation in certain welfare benefit plans or equivalent benefits, (iii) outplacement assistance and (iv) reimbursement for certain litigation expenses.

Executive Severance Plan

~~We adopted an executive severance plan in fiscal year 2015 (which we amended in fiscal year 2016 and fiscal year 2017), which~~Our Executive Severance Plan generally provides the following benefits in the event of a termination of employment by us without cause or by the executive for good reason:

•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.

The ~~executive severance plan~~Executive Severance Plan also provides severance benefits in the event of an involuntary termination in association with a change ofin control of the Company to ~~Mr. Neugent and to other~~ participating senior management employees who have not executed a ~~management continuity agreement. Mr. Neugent’s~~Management Continuity Agreement. These benefits ~~mirror the~~are similar to those benefits ~~that are~~ provided for inunder the ~~management continuity agreements described immediately above under~~ Management Continuity ~~Agreements~~Agreements. See .Potential Payments Upon Termination of Employment or Change in Control on page 43 for further information.

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We believe that the ~~management continuity agreements~~Management Continuity Agreements and the Executive Severance Plan are fair to the executives and to our shareholders and, because the severance benefits are agreed to before a possible termination, they avoid the need for protracted negotiations at the termination date.

Equity Compensation

Generally, if a NEO ceases to be employed by the Company in the event of an involuntary termination in association with a change in control, each equity award held by such NEO vests. With some exceptions, if a NEO’s employment terminates other than due to death or disability outside of the context of a change ofin control, each unvested equity award held by such NEO is forfeited. See ~~the subsection~~ Potential Payments Upon Termination of Employment or Change in Control on page 3743 for further information.

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Summary Compensation Table

The following table shows information about the compensation of our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated executive officers who were serving as ~~named~~ executive officers at September 30, ~~2017.~~2020:


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)	Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)
Robert V. Vitale	2017	1,000,000	—	1,426,400	4,761,935	1,200,000	63,693	195,470	8,647,498	Robert V. Vitale	2020	1,224,000	—	10,830,842	—	—	49,583	80,956	12,185,381
President & CEO	2016	975,000	—	12,419,957	2,629,121	1,800,000	27,752	158,658	18,010,488	President & CEO	2019	1,356,687	—	8,102,503	—	1,620,000	84,753	141,873	11,305,816
	2015	775,000	—	844,750	6,308,581	1,440,000	—	97,594	9,465,925		2018	1,175,000	—	4,577,821	2,067,240	1,530,000	93,655	424,793	9,868,509
Jeff A. Zadoks	2017	510,000	—	463,580	595,242	515,000	27,432	72,805	2,184,059	Jeff A. Zadoks	2020	612,000	—	3,070,345	—	—	36,758	17,984	3,737,087
EVP & CFO	2016	462,500	—	605,000	404,480	712,500	14,645	58,604	2,257,729	EVP & CFO	2019	673,343	—	1,466,204	660,796	540,000	35,102	33,758	3,409,203
	2015	367,500	—	337,900	—	562,500	—	53,760	1,321,660		2018	563,125	—	654,102	899,599	484,500	26,682	64,236	2,692,244
James E. Dwyer, Jr.	2017	673,269	—	570,560	1,066,475	337,500	708	56,576	2,705,088
Howard A. Friedman										Howard A. Friedman	2020	700,000	—	2,983,019	—	1,050,000	297	62,692	4,796,008
President & CEO,	2016	657,692	—	756,250	778,624	990,000	—	36,744	3,219,310	President & CEO,	2019	700,000	—	795,295	834,679	525,000	1,824	83,708	2,940,506
Michael Foods Group	2015	640,385	—	675,800	1,107,162	900,000	—	2,640	3,325,987
Post Consumer Brands										Post Consumer Brands	2018	135,512	—	3,432,780	—	—	—	16,822	3,585,114
Diedre J. Gray	2017	455,625	—	463,580	520,837	460,000	26,784	76,906	2,003,732	Diedre J. Gray	2020	589,250	—	2,696,336	—	—	36,726	40,045	3,362,357
EVP, General Counsel & Chief	2016	415,625	—	605,000	303,360	637,500	11,394	62,772	2,035,651	EVP, General Counsel & Chief	2019	589,384	—	1,273,226	573,838	472,500	7,965	33,498	2,950,411
Administrative Officer, Secretary	2015	347,083	—	337,900	—	525,000	—	51,475	1,261,458	Administrative Officer, Secretary	2018	495,000	—	515,169	708,594	425,000	31,613	74,600	2,249,976
Christopher J. Neugent ⁽¹⁾	2017	668,750	—	570,560	1,066,475	675,000	3,583	121,990	3,106,358
President & CEO,	2016	619,988	—	756,250	778,624	937,500	—	38,752	3,131,114
Post Consumer Brands
Mark W. Westphal										Mark W. Westphal	2020	671,538	—	2,638,853	—	—	7,123	17,984	3,335,498
President, Foodservice										President, Foodservice	2019	588,461	—	745,664	782,524	720,000	3,053	17,513	2,857,215
											2018	522,171	—	1,375,602	582,864	1,022,668	6,233	40,112	3,549,650

_________


⁽¹⁾	~~Mr. Neugent joined the Company effective May 4, 2015.~~

⁽²⁾

The amounts relate to awards of restricted stock units 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 values that will be realized by the named executive officers. See Note 18 to the Company’s fiscal year 2017 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. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO.

⁽³⁾

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 named executive officers. See Note 18 to the Company’s fiscal year 2017 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. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.

⁽⁴⁾

~~The amounts reported in this column reflect bonuses earned by the named executive officers~~

(1)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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, and do not correspond to the actual values that will be realized by the NEOs. See Note 20 to the Company’s fiscal year 2020 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 2020, 2019 and 2018 this amount includes a RSU award and a PRSU award. For Messrs. Friedman and Westphal, in fiscal year 2020 this amount includes a RSU award and a PRSU award and in fiscal years 2019 and 2018 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.

The following table reflects the value at grant date of the fiscal years 2020, 2019 and 2018 PRSU awards vesting at minimum, threshold, target and maximum performance level vesting percentages. For PRSUs granted in fiscal year 2020, the vesting percentage of PRSUs for achievement of the threshold performance level was set at 50%. For PRSUs granted in fiscal years 2019 and 2018, the vesting percentage of PRSUs for achievement of the threshold performance level was set at 25%.


GRANT DATE VALUE OF PRSUS
	Fiscal Year	At Minimum 0% ($)	At Threshold 50% or 25% ($)	At Target 100% ($)	At Maximum 200% ($)
Robert V. Vitale	2020	—	3,057,396	6,114,792	12,229,584
	2019	—	1,155,746	4,622,984	9,245,968
	2018	—	628,859	2,515,241	5,030,482
Jeff A. Zadoks	2020	—	866,716	1,733,431	3,466,862
	2019	—	209,201	836,561	1,673,122
	2018	—	89,823	359,390	718,780
Howard A. Friedman	2020	—	842,134	1,684,130	3,368,259
Diedre J. Gray	2020	—	761,207	1,522,276	3,044,553
	2019	—	181,675	726,455	1,452,910
	2018	—	70,764	283,055	566,110
Mark W. Westphal	2020	—	744,911	1,489,823	2,979,646

(2)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 2020 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.

(3)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~~ 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.

(4)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 ~~Compensation Discussion and Analysis~~.


⁽⁵⁾	The amounts reported in this column represent the aggregate earnings on the respective named executive officer’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 Plan~~table below.


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

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Name Year
Matching
Contributions
($)
Life Insurance
Premiums
($) Personal Use of Aircraft
($) (a)
Tax Gross-Ups
($) (b)
Miscellaneous ($)
Total
($)
Robert V. Vitale 2017 163,120
714
20,030
11,606
—
195,470
2016 136,599
905
13,733
7,421
—
158,658
2015 72,600
1,478
17,121
6,395
—
97,594
Jeff A. Zadoks 2017 69,955
714
—
2,136
—
72,805
2016 57,699
905
—
—
—
58,604
2015 45,612
1,478
5,303
1,367
—
53,760
James E. Dwyer, Jr. 2017 32,190
714
19,265
4,407
—
56,576
2016 15,900
905
16,553
3,386
—
36,744
2015 —
1,649
—
991
—
2,640
Diedre J. Gray 2017 62,674
714
9,021
4,497
—
76,906
2016 53,911
905
4,659
3,297
—
62,772
2015 47,108
1,478
1,970
919
—
51,475
Christopher J. Neugent 2017 93,631
714
17,278
5,867
4,500 (c)
121,990
2016 17,581
734
—
—
20,437 (d)
38,752
(5)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	2020	17,100	884	37,949	25,023	—	80,956
	2019	16,800	714	88,830	35,529	—	141,873
	2018	129,977	714	103,528	110,574	80,000 (c)	424,793
Jeff A. Zadoks	2020	17,100	884	—	—	—	17,984
	2019	16,800	714	13,571	2,673	—	33,758
	2018	61,013	714	—	2,509	—	64,236
Howard A. Friedman	2020	8,750	884	39,515	13,543	—	62,692
	2019	—	714	70,153	12,841	—	83,708
	2018	—	119	15,038	1,665	—	16,822
Diedre J. Gray	2020	17,100	884	11,188	10,873	—	40,045
	2019	16,800	714	11,528	4,456	—	33,498
	2018	54,519	714	13,367	6,000	—	74,600
Mark W. Westphal	2020	17,100	884	—	—	—	17,984
	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 named executive officer’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, employed pilot incidentals, 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 plane, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of executive officers 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.


~~(c)~~	~~Amount consists of Mr. Neugent’s car allowance.~~


~~(d)~~	~~Amount includes Mr. Neugent’s car allowance ($12,000) and a one-time payment as a result of being unable to participate in the Company’s non-qualified deferred compensation plans ($8,437).~~

(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, 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.

Table of Contents

Supplemental Summary Compensation Table

The following table presents additional information onabout the compensation of our ~~named executive officers~~NEOs during fiscal year ~~2017~~2020 that differs from the Summary Compensation Table ~~presented immediately above~~shown on page 35 and is intended to illustrate the longer term nature of the equity awards granted to our ~~executive officers.~~NEOs. The above Summary Compensation Table was prepared in accordance with SEC requirements and shows, in the “Stock Awards” and “Option Awards” columns, the corresponding grant date fair value for the awards as reflected in our financial statements. The following table presents, in the “Stock Awards” column, the market value of shares underlying the ~~restricted stock units~~RSUs and PRSUs which vested during the applicable fiscal year and, in the “Option Awards” column, the intrinsic value (the difference between the market value of the shares and the exercise price of the option) of stock options exercised during the applicable fiscal year. The other columns in the table are the same as those used in our Summary Compensation Table above.

This table is not intended to be a substitute for the Summary Compensation Table shown on page ~~30.~~35. However, we believe the table provides a useful comparison of the difference between the grant date fair value for an award under applicable accounting standards and the actual value ~~an executive officer~~a NEO received in the applicable fiscal ~~year ended September 30, 2017.~~year. Please see the table Outstanding Equity Awards at ~~Fiscal Year End~~September 30, 2020 below for a list of each ~~named executive officer’s~~NEO’s outstanding equity awards and their vesting/exercisable schedules.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)	Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)
Robert V. Vitale	2017	1,000,000	—	2,139,635	—	1,200,000	63,693	195,470	4,598,798	Robert V. Vitale	2020	1,224,000	—	4,972,892	3,794,809	—	49,583	80,956	10,122,240
President & CEO	2016	975,000	—	891,073	—	1,800,000	27,752	158,658	3,852,483	President & CEO	2019	1,356,687	—	2,681,623	—	1,620,000	84,753	141,873	5,884,936
	2015	775,000	—	474,575	—	1,440,000	—	97,594	2,787,169		2018	1,175,000	—	2,350,127	—	1,530,000	93,655	424,793	5,573,575
Jeff A. Zadoks	2017	510,000	—	707,499	—	515,000	27,432	72,805	1,832,736	Jeff A. Zadoks	2020	612,000	—	959,756	—	—	36,758	17,984	1,626,498
EVP & CFO	2016	462,500	—	461,310	—	712,500	14,645	58,604	1,709,559	EVP & CFO	2019	673,343	—	631,634	—	540,000	35,102	33,758	1,913,837
	2015	367,500	—	235,221	—	562,500	—	53,760	1,218,981		2018	563,125	—	447,323	—	484,500	26,682	64,236	1,585,866
James E. Dwyer, Jr.	2017	673,269	—	836,503	—	337,500	708	56,576	1,904,556
Howard A. Friedman										Howard A. Friedman	2020	700,000	—	306,642	—	1,050,000	297	62,692	2,119,631
President & CEO,	2016	657,692	—	403,226	—	990,000	—	36,744	2,087,662	President & CEO,	2019	700,000	—	—	—	525,000	1,824	83,708	1,310,532
Michael Foods Group	2015	640,385	—	—	—	900,000	—	2,640	1,543,025
Post Consumer Brands										Post Consumer Brands	2018	135,512	—	—	—	—	—	16,822	152,334
Diedre J. Gray	2017	455,625	—	707,499	—	460,000	26,784	76,906	1,726,814	Diedre J. Gray	2020	589,250	—	828,804	—	—	36,726	40,045	1,494,825
EVP, General Counsel & Chief	2016	415,625	—	461,310	—	637,500	11,394	62,772	1,588,601	EVP, General Counsel & Chief	2019	589,384	—	607,693	—	472,500	7,965	33,498	1,711,040
Administrative Officer, Secretary	2015	347,083	—	235,221	—	525,000	—	51,475	1,158,779	Administrative Officer, Secretary	2018	495,000	—	447,323	—	425,000	31,613	74,600	1,473,536
Christopher J. Neugent ⁽¹⁾	2017	668,750	—	303,410	—	675,000	3,583	121,990	1,772,733
President & CEO,	2016	619,988	—	—	—	937,500	—	38,752	1,596,240
Post Consumer Brands
Mark W. Westphal										Mark W. Westphal	2020	671,538	—	602,467	—	—	7,123	17,984	1,299,112
President, Foodservice										President, Foodservice	2019	588,461	—	371,870	—	720,000	3,053	17,513	1,700,897
											2018	522,171	—	280,800	—	1,022,668	6,233	40,112	1,871,984

_________


⁽¹⁾ (1)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.	~~Mr. Neugent joined the Company effective May 4, 2015.~~


⁽²⁾	~~In this~~ ~~Supplemental Summary Compensation Table~~, the Company has shown the actual financial benefit to the executive officers from stock awards that vested during the applicable year. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO.

⁽³⁾

~~In this~~ ~~Supplemental Summary Compensation Table~~, the Company has shown the actual financial benefit to the executive officers from options that were exercised during the applicable year. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.


⁽⁴⁾	~~The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under our Senior Management Bonus Program, discussed above in our~~ ~~Compensation Discussion and Analysis~~.


⁽⁵⁾	The amounts reported in this column represent the aggregate earnings on the respective named executive officer’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 Plan~~ ~~table below.~~


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

(2)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.

(3)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.

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

Table of Contents


Name	Year	Matching Contributions ($)	Life Insurance Premiums ($)	Personal Use of Aircraft ($) (a)	Tax Gross-Ups ($) (b)	Miscellaneous ($)	Total ($)	Name	Year	Matching Contributions ($)	Life Insurance Premiums ($)	Personal Use of Aircraft ($) (a)	Tax Gross-Ups ($) (b)	Miscellaneous ($)	Total ($)
Robert V. Vitale	2017	163,120	714	20,030	11,606	—	195,470	Robert V. Vitale	2020	17,100	884	37,949	25,023	—	80,956
	2016	136,599	905	13,733	7,421	—	158,658		2019	16,800	714	88,830	35,529	—	141,873
	2015	72,600	1,478	17,121	6,395	—	97,594		2018	129,977	714	103,528	110,574	80,000 (c)	424,793
Jeff A. Zadoks	2017	69,955	714	—	2,136	—	72,805	Jeff A. Zadoks	2020	17,100	884	—	—	—	17,984
	2016	57,699	905	—	—	—	58,604		2019	16,800	714	13,571	2,673	—	33,758
	2015	45,612	1,478	5,303	1,367	—	53,760		2018	61,013	714	—	2,509	—	64,236
James E. Dwyer, Jr.	2017	32,190	714	19,265	4,407	—	56,576
Howard A. Friedman								Howard A. Friedman	2020	8,750	884	39,515	13,543	—	62,692
	2016	15,900	905	16,553	3,386	—	36,744		2019	—	714	70,153	12,841	—	83,708
	2015	—	1,649	—	991	—	2,640		2018	—	119	15,038	1,665	—	16,822
Diedre J. Gray	2017	62,674	714	9,021	4,497	—	76,906	Diedre J. Gray	2020	17,100	884	11,188	10,873	—	40,045
	2016	53,911	905	4,659	3,297	—	62,772		2019	16,800	714	11,528	4,456	—	33,498
	2015	47,108	1,478	1,970	919	—	51,475		2018	54,519	714	13,367	6,000	—	74,600
Christopher J. Neugent	2017	93,631	714	17,278	5,867	4,500 (c)	121,990
Mark W. Westphal								Mark W. Westphal	2020	17,100	884	—	—	—	17,984
	2016	17,581	734	—	—	20,437 (d)	38,752		2019	16,800	713	—	—	—	17,513
									2018	39,398	714	—	—	—	40,112



¨	~~Preliminary Proxy Statement~~
¨	~~Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))~~
ý	~~Definitive Proxy Statement~~
¨	~~Definitive Additional Materials~~
¨	~~Soliciting Material Pursuant to §240.14a-12~~



		~~Sincerely,~~
		~~/s/ Robert V. Vitale~~
		~~Robert V. Vitale~~
		~~President and Chief Executive Officer~~


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12


			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		918,000	1,836,000	2,754,000
	PRSUs	11/13/2019				22,139	44,278	88,556				6,114,792
	RSUs	11/13/2019							44,278			4,716,050
Jeff A. Zadoks	Annual Incentive		306,000	612,000	918,000
	PRSUs	11/13/2019				6,276	12,552	25,104				1,733,431
	RSUs	11/13/2019							12,552			1,336,914
Howard A. Friedman	Annual Incentive		350,000	700,000	1,050,000
	PRSUs	11/13/2019				6,098	12,195	24,390				1,684,130
	RSUs	11/13/2019							12,195			1,298,889
Diedre J. Gray	Annual Incentive		300,000	600,000	900,000
	PRSUs	11/13/2019				5,512	11,023	22,046				1,522,276
	RSUs	11/13/2019							11,023			1,174,060
Mark W. Westphal	Annual Incentive		300,000	600,000	900,000
	PRSUs	11/13/2019				5,394	10,788	21,576				1,489,823
	RSUs	11/13/2019							10,788			1,149,030



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			All Other Stock Awards: Number of Shares of Stock or Units (#) ⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Robert V. Vitale	Annual Incentive		600,000	1,200,000	1,800,000
	Options	11/14/2016					192,000	71.32	4,761,935
	Restricted Stock Units	11/14/2016				20,000			1,426,400
Jeff A. Zadoks	Annual Incentive		257,500	515,000	772,500
	Options	11/14/2016					24,000	71.32	595,242
	Restricted Stock Units	11/14/2016				6,500			463,580
James E. Dwyer, Jr.	Annual Incentive		337,500	675,000	1,012,500
	Options	11/14/2016					43,000	71.32	1,066,475
	Restricted Stock Units	11/14/2016				8,000			570,560
Diedre J. Gray	Annual Incentive		230,000	460,000	690,000
	Options	11/14/2016					21,000	71.32	520,837
	Restricted Stock Units	11/14/2016				6,500			463,580
Christopher J. Neugent	Annual Incentive		337,500	675,000	1,012,500
	Options	11/14/2016					43,000	71.32	1,066,475
	Restricted Stock Units	11/14/2016				8,000			570,560



¨	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11~~
	~~(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:~~



¨	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.
	~~(1) Amount Previously Paid:~~ ~~(2) Form, Schedule or Registration Statement No.:~~ ~~(3) Filing Party:~~ ~~(4) Date Filed:~~


4.	~~a vote to amend and restate our Amended and Restated Articles of Incorporation to remove the provision giving our Board of Directors the exclusive power to amend our Amended and Restated Bylaws; and~~


¨			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
			(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:


¨			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.
			(1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:


						Sincerely,
						/s/ Robert V. Vitale
						Robert V. Vitale
						President and Chief Executive Officer


Meeting Information:	Date:	Thursday, January 28, 2021
	Time:	9:00 a.m. Central Time
	Website:	www.meetingcenter.io/265732333
	Password:	POST2021



Measure⁽¹⁾	Threshold⁽²⁾	Target⁽²⁾	Maximum⁽²⁾
Corporate-Adjusted Free Cash Flow	$761.90	$802.00	$842.10
Michael Foods-Adjusted EBITDA	$367.84	$387.20	$403.20
Post Consumer Brands-Adjusted EBITDA	$457.62	$474.10	$491.33



Fiscal Year 2017 Performance Achievement	Threshold	Target	Maximum	Actual
Corporate-Adjusted Free Cash Flow⁽¹⁾	$761.90	$802.00	$842.10	$794.5
Michael Foods-Adjusted EBITDA⁽²⁾	$367.84	$387.20	$403.20	$353.2
Post Consumer Brands-Adjusted EBITDA⁽³⁾	$457.62	$474.10	$491.33	$477.2


⁽²⁾	~~This column contains the number of restricted stock units granted in fiscal year 2017.~~


⁽³⁾	~~This column contains the number of non-qualified stock options granted in fiscal year 2017.~~


⁽⁴⁾	This column represents the grant date fair value of options and restricted stock units, which were 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 ($71.32 per share on November 14, 2016).


	Option/SAR Awards						Stock Awards				Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options/SARs (#) Exercisable		Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable		Option/SAR Exercise Price ($)	Option/SAR Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽¹⁴⁾	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	(8)	1,677,130	Robert V. Vitale	50,000	(1)	—	31.25	05/29/2022	174,855	(11)	15,037,530	51,468	(20)	4,426,248
	—		100,000	(2)	33.89	11/19/2022	8,334	(9)	735,642		100,000	(2)	—	33.89	11/19/2022	8,578	(12)	737,708	75,576	(21)	6,499,536
	100,000	(3)	—		40.30	10/15/2023	26,667	(10)	2,353,896		100,000	(3)	—	40.30	10/15/2023	25,192	(13)	2,166,512	22,139	(22)	1,903,954
	83,333	(4)	41,667		33.79	10/09/2024	174,855	(11)	15,434,451		125,000	(4)	—	33.79	10/09/2024	44,278	(14)	3,807,908
	200,000	(5)	100,000		49.48	02/27/2025	20,000	(12)	1,765,400		300,000	(5)	—	49.48	02/27/2025
	43,333	(6)	86,667		60.50	11/16/2025					130,000	(6)	—	60.50	11/16/2025
	—		192,000	(7)	71.32	11/14/2026					192,000	(7)	—	71.32	11/14/2026
											48,284	(8)	24,143	80.15	11/13/2027
Jeff A. Zadoks	6,666	(6)	13,334		60.50	11/16/2025	20,000	(13)	1,765,400	Jeff A. Zadoks	20,000	(6)	—	60.50	11/16/2025	16,000	(15)	1,376,000	7,354	(20)	632,444
	—		24,000	(7)	71.32	11/14/2026	3,334	(9)	294,292		24,000	(7)	—	71.32	11/14/2026	1,226	(12)	105,436	13,676	(21)	1,176,136
							6,667	(10)	588,496		21,012	(8)	10,506	80.15	11/13/2027	4,559	(13)	392,074	6,276	(22)	539,736
							6,500	(12)	573,755		6,512	(9)	13,025	92.08	11/13/2028	12,552	(14)	1,079,472
James E. Dwyer, Jr. ⁽¹⁵⁾	33,333	(4)	16,667		33.79	10/09/2024	3,333	(9)	294,204
Howard A. Friedman										Howard A. Friedman	8,226	(9)	16,452	92.08	11/13/2028	39,000	(16)	3,354,000	6,098	(22)	524,428
	6,416	(6)	12,834		60.50	11/16/2025	4,167	(10)	367,821							5,758	(13)	495,188
	—		43,000	(7)	71.32	11/14/2026	8,000	(12)	706,160							12,195	(17)	1,048,770
Diedre J. Gray	5,000	(6)	10,000		60.50	11/16/2025	16,000	(13)	1,412,320	Diedre J. Gray	15,000	(6)	—	60.50	11/16/2025	12,800	(15)	1,100,800	5,792	(20)	498,112
	—		21,000	(7)	71.32	11/14/2026	3,334	(9)	294,292		21,000	(7)	—	71.32	11/14/2026	966	(12)	83,076	11,876	(21)	1,021,336
							6,667	(10)	588,496		16,550	(8)	8,276	80.15	11/13/2027	3,959	(13)	340,474	5,512	(22)	474,032
							6,500	(12)	573,755		5,655	(9)	11,311	92.08	11/13/2028	11,023	(14)	947,978
Christopher J. Neugent	12,833	(6)	25,667		60.50	11/16/2025	8,334	(10)	735,642
Mark W. Westphal										Mark W. Westphal	13,672	(10)	6,836	79.52	12/01/2027	1,595	(18)	137,170	5,394	(22)	463,884
	—		43,000	(7)	71.32	11/14/2026	8,000	(12)	706,160		7,712	(9)	15,424	92.08	11/13/2028	12,593	(19)	1,082,998
																5,399	(13)	464,314
																10,788	(14)	927,768


⁽²⁾	~~Non-qualified stock options; exercisable in one installment on November 19, 2019.~~


⁽⁷⁾	~~Non-qualified stock options; exercisable in equal installments on November 14, 2017, 2018 and 2019.~~


⁽⁸⁾	Restricted stock units; restrictions lapse in one installment on November 19, 2019. The restricted stock units will be paid in shares of the Company’s common stock within 60 days of the vesting date.


⁽¹⁰⁾	Restricted stock units; restrictions lapse in equal installments on November 16, 2016, 2017 and 2018. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.


⁽¹¹⁾	~~Restricted stock units; restrictions lapse in one installment on February 2, 2021. The restricted stock units will be paid in shares of the Company’s common stock within 60 days of the vesting date.~~


⁽¹²⁾	Restricted stock units; restrictions lapse in equal installments on November 14, 2017, 2018 and 2019. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.


⁽¹⁴⁾	~~Based on our closing stock price of $88.27 on September 29, 2017.~~


⁽¹⁵⁾	The amounts for Mr. Dwyer reflect the reduction of restricted stock unit and option awards that occurred during fiscal year 2017 when beneficial ownership of certain portions of his restricted stock unit and option awards were transferred to his former spouse pursuant to a domestic relations order.


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 ($) ⁽¹⁾	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans		Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)		Weighted Average of Exercise Price of Outstanding Options, Warrants and Rights ($) (1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#) (2)
Equity compensation plans approved by security holders	5,066,371	⁽²⁾	45.24	1,534,507	⁽³⁾	Equity compensation plans approved by security holders	3,111,627	(3)	58.34	910,830
Equity compensation plans not approved by security holders	—		—	—		Equity compensation plans not approved by security holders	—		—	—
Total	5,066,371			1,534,507		Total	3,111,627			910,830


⁽¹⁾ (1)Weighted average exercise price of outstanding options and stock appreciation rights; excludes RSUs and PRSUs.	~~Weighted average exercise price of outstanding options and stock appreciation rights; excludes restricted stock units.~~


⁽³⁾	~~These shares are issuable under the Post Holdings, Inc. 2016 Long-Term Incentive Plan.~~


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 ($) ⁽⁴⁾	Name	Executive Contributions in Last FY ($) (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	100,000	146,920	63,693	—	695,646	Robert V. Vitale	30,600	—	49,583	—	1,310,049
Jeff A. Zadoks	20,400	53,755	27,432	—	273,444	Jeff A. Zadoks	24,480	—	36,758	—	514,662
James E. Dwyer, Jr.	—	26,790	708	—	27,498
Howard A. Friedman						Howard A. Friedman	85,750	—	297	—	124,621
Diedre J. Gray	17,662	46,474	26,784	—	203,639	Diedre J. Gray	29,462	—	36,726	—	401,643
Christopher J. Neugent	—	76,050	3,583	—	79,633
Mark W. Westphal						Mark W. Westphal	—	—	7,123	—	82,986


⁽¹⁾ (1)These amounts reflect deferrals into the Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees as of September 30, 2020.	~~These amounts reflect deferrals into the Executive Savings Investment Plan and our Deferred Compensation Plan for Key Employees as of September 30, 2017.~~


⁽²⁾	~~These amounts are included in the “All Other Compensation” column of the~~ ~~Summary Compensation Table~~ ~~and reflect our matching 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 Deferred Compensation Plan for Key Employees.~~


Name			Voluntary Termination or Retirement ($)	Involuntary Not for Cause Termination ($)		Change in Control followed by Involuntary Termination ($)		Death or Disability ($)		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)		—	5,620,000	(1)	7,639,405	(2)	—		Robert V. Vitale	Cash (Salary and Bonus)		—		7,976,000	(1)	8,302,008	(2)	—
											Value of Stock and Option Awards	(3)	—		—		31,317,613		31,317,613
	Value of Stock and Option Awards	(3)	—	7,115,130		39,214,680		32,330,020			Non-qualified Deferred Compensation	(4)	1,310,049	(5)	1,310,049	(5)	1,310,049	(6)	1,310,049	(5)
	Health Benefits and Insurance		—	3,399		68,209		—	(6)		Health Benefits and Insurance		—		3,338		72,197		—	(7)
	Outplacement Assistance		—	40,000		20,000		—			Outplacement Assistance		—		40,000		20,000		—
	Total		—	12,778,529		46,942,294		32,330,020			Total		1,310,049		9,329,387		41,021,867		32,627,662

Jeff A. Zadoks	Cash (Salary and Bonus)		—	2,595,000	(1)	3,349,061	(2)	—		Jeff A. Zadoks	Cash (Salary and Bonus)		—		3,080,000	(1)	3,320,803	(2)	—
	Value of Stock and Option Awards	(3)	—	1,765,400		3,999,028	(4)	3,704,736			Value of Stock and Option Awards	(3)	—		1,376,000		4,866,395	(8)	4,866,395
	Health Benefits and Insurance		—	3,399		68,209		—	(6)		Non-qualified Deferred Compensation	(4)	514,662	(9)	514,662	(9)	514,662	(10)	514,662	(9)
	Outplacement Assistance		—	12,000		20,000		—			Health Benefits and Insurance		—		3,338		72,197		—	(7)
	Total		—	4,375,799		7,436,298		3,704,736			Outplacement Assistance		—		12,000		20,000		—
											Total		514,662		4,986,000		8,794,057		5,381,057
James E. Dwyer, Jr.	Cash (Salary and Bonus)		—	3,395,000	(1)	4,542,718	(2)	675,000	(7)

Howard A. Friedman										Howard A. Friedman	Cash (Salary and Bonus)		—		3,520,000	(1)	3,798,304	(2)	—
											Value of Stock and Option Awards	(3)	—		2,450,411		5,590,172		5,590,172
	Value of Stock and Option Awards	(3)	—	—		3,361,426		2,159,204			Non-qualified Deferred Compensation	(4)	124,621	(11)	124,621	(11)	124,621	(12)	124,621	(11)
	Health Benefits and Insurance		—	1,724		42,411		2,638,953	(8)		Health Benefits and Insurance		—		3,205		72,738		—	(7)
	Outplacement Assistance		—	12,000		20,000		—			Outplacement Assistance		—		12,000		20,000		—
	Total		—	3,408,724		7,966,555		5,473,157			Total		124,621		6,110,237		9,605,835		5,714,793

Diedre J. Gray	Cash (Salary and Bonus)		—	2,320,000	(1)	2,994,374	(2)	—		Diedre J. Gray	Cash (Salary and Bonus)		—		3,020,000	(1)	3,255,689	(2)	—
	Value of Stock and Option Awards	(3)	—	1,412,320		3,502,513	(5)	3,208,221			Value of Stock and Option Awards	(3)	—		1,100,800		4,112,316	(13)	4,112,316
	Health Benefits and Insurance		—	3,399		68,437		—	(6)		Non-qualified Deferred Compensation	(4)	401,643	(14)	401,643	(14)	401,643	(15)	401,643	(14)
	Outplacement Assistance		—	12,000		20,000		—			Health Benefits and Insurance		—		3,338		72,738		—	(7)
	Total		—	3,747,719		6,585,324		3,208,221			Outplacement Assistance		—		12,000		20,000		—
											Total		401,643		4,537,781		7,862,386		4,513,959
Christopher J. Neugent	Cash (Salary and Bonus)		—	3,395,000	(1)	4,399,479	(2)	—

Mark W. Westphal										Mark W. Westphal	Cash (Salary and Bonus)		—		3,020,000	(1)	3,581,258	(2)	—
	Value of Stock and Option Awards	(3)	—	—		2,883,425		2,883,425			Value of Stock and Option Awards	(3)	—		1,019,699		2,341,157		2,341,157
	Health Benefits and Insurance		—	3,399		68,209		—	(6)		Non-qualified Deferred Compensation	(4)	82,986		82,986		82,986	(16)	82,986
	Outplacement Assistance		—	12,000		20,000		—			Health Benefits and Insurance		—		2,247		51,349		—	(7)
	Total		—	3,410,399		7,371,113		2,883,425			Outplacement Assistance		—		12,000		20,000		—
											Total		82,986		4,136,932		6,076,750		2,424,143


~~(1)~~	~~For purposes of this calculation, the Company assumes that performance goals were achieved.~~