Post Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Post Holdings, Inc. on November 18, 2025. The report discloses the approval of stock-based compensatory awards to Named Executive Officers (NEOs) by the Corporate Governance and Compensation Committee.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation awards.
Material Changes and Executive Compensation
On November 18, 2025, the Committee approved grants of Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PRSUs) under the 2021 Long-Term Incentive Plan. The awards are as follows:
| Executive Officer | Position | RSUs Granted | PRSUs (Target) |
|---|---|---|---|
| Robert V. Vitale | President and CEO | 45,367 | 45,367 |
| Matthew J. Mainer | EVP, CFO and Treasurer | 17,338 | 17,338 |
| Nicolas Catoggio | President and CEO, Post Consumer Brands | 23,196 | 23,196 |
| Diedre J. Gray | EVP, General Counsel and CAO | 17,104 | 17,104 |
| Mark W. Westphal | President, Foodservice | 16,682 | 16,682 |
Terms, Outlook, and Risks
- RSU Vesting: Awards vest in equal installments over three years (first, second, and third anniversaries of the grant date), subject to continued employment.
- PRSU Performance Period: October 1, 2025, to September 30, 2028.
- PRSU Metric: Total Shareholder Return (TSR) relative to a peer group over a three-year period.
- PRSU Vesting Schedule:
- 85th percentile or higher: 260% of target
- 75th percentile: 200% of target
- 50th percentile: 100% of target
- 25th percentile: 50% of target
- Below 25th percentile: 0% of target
- Settlement: PRSUs may be settled in stock, cash, or other consideration at the Committee's discretion based on fair market value.
Investor Verification Checklist
- Verify the specific peer group used for the TSR comparison metric.
- Review the full text of the RSU and PRSU award agreements (Exhibits 10.50 and 10.52 referenced in prior filings) for acceleration clauses and forfeiture conditions.
- Confirm the impact of these awards on the company's share count and dilution.
- Monitor future filings for the actual vesting outcomes based on the 2025-2028 performance period.