Post Holdings (POST) Proxy Filing summary

Executive summary

• Shareholders are urged to support Proposal No. 3, an advisory vote on executive compensation, at the 2025 Annual Meeting on January 30, 2025.

• The board addresses negative recommendations from proxy advisors ISS and Glass Lewis, highlighting disagreements with their rationale.

• The board emphasizes its commitment to increasing shareholder value and maintaining equitable compensation practices.

Voting matters and shareholder proposals

• Proposal No. 3 concerns an advisory vote on executive compensation, with the board recommending a "FOR" vote.

• Proxy advisors ISS and Glass Lewis have recommended voting against the proposal, but for different reasons.

Executive compensation and say-on-pay

• ISS objects to the adoption of a new supplemental executive retirement program (SERP) in 2024, despite positive views on overall compensation alignment.

• The SERP is designed to restore retirement benefits for executives limited by IRS rules and is intended to aid retention and attraction of top talent.

• The SERP covers 92 participants, not just named executive officers, and vests over three years.

• The cost of the SERP is under $12 million in opening liability and $1.5 million in annual operating costs, expected to decrease over time.

• Glass Lewis bases its negative recommendation on discretionary bonus adjustments made in fiscal 2023, but no such adjustments were made in fiscal 2024.

• The board asserts that executive bonus payouts are aligned with those of other employees and that higher payouts are targeted at lower compensation levels.