Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Transitions
As previously disclosed in the Original Form 8-K, on May 5, 2026, the Company’s Board of Directors (the “Board”) approved the transition of Robert V. Vitale, the Company’s current President and Chief Executive Officer, to the role of Executive Chairman of the Company, and the appointment of Nicolas Catoggio, the Company’s current Executive Vice President and Chief Operating Officer, to the role of President and Chief Executive Officer of the Company, both of which will be effective October 1, 2026.
Compensation Arrangements of Mr. Vitale as Executive Chairman
In connection with his appointment as Executive Chairman of the Company, the Company entered into an offer letter agreement with Mr. Vitale on August 5, 2026, which the Corporate Governance and Compensation Committee of the Board (the “Committee”) approved on August 4, 2026, setting forth the compensation Mr. Vitale will receive in his new role.
Mr. Vitale’s offer letter provides that he will have an annual base salary of $1,287,500, subject to periodic review and adjustment, and that he will continue to be eligible to participate in the Company’s Senior Management Bonus Program (the “Bonus Program”), with a target bonus of 50% of his annual base salary, which is expected to be subject to achievement based on the Company’s Adjusted EBITDA for fiscal year 2027. In fiscal year 2027, Mr. Vitale is expected to also be granted the following equity awards:
• An award of time-based vesting restricted stock units (“RSUs”) with a fair market value of $1,034,375.
• An award of performance-based restricted stock units (“PRSUs”) with a fair market value of $1,034,375. These PRSUs will vest from 0% to 260% based on the Company’s total shareholder return (“TSR”) ranking compared to TSR rankings of peer companies in the Russell 3000 Packaged Foods and Meats index over a three-year performance period.
In his new role, Mr. Vitale will continue to be eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan and the Post Holdings, Inc. Executive Severance Plan, as well as the Company’s health and welfare benefit plans and the Post Holdings, Inc. Savings Investment Plan.
Compensation Arrangements of Mr. Catoggio as President and Chief Executive Officer
In connection with his appointment as President and Chief Executive Officer of the Company, the Company entered into an offer letter agreement with Mr. Catoggio on August 5, 2026, which the Committee approved on August 4, 2026, setting forth the compensation that Mr. Catoggio will receive in his new role.
Mr. Catoggio’s offer letter provides that he will receive an annual base salary of $900,000, subject to periodic review and adjustment, and that he will continue to be eligible to participate in the Bonus Program, with a target bonus of 115% of his annual base salary, which is expected to be subject to achievement based on the Company’s Adjusted EBITDA for fiscal year 2027. In fiscal year 2027, Mr. Catoggio is expected to also be granted the following equity awards:
• An award of time-based vesting RSUs with a fair market value of $3,407,500.
• An award of PRSUs with a fair market value of $3,407,500. These PRSUs will vest from 0% to 260% based on the Company’s TSR ranking compared to TSR rankings of peer companies in the Russell 3000 Packaged Foods and Meats index over a three-year performance period.
• A promotion grant of three-year vesting equity with a fair market value of $2,500,000 expected to be evenly divided between RSUs and PRSUs.
In his new role, Mr. Catoggio will continue to be eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan and the Post Holdings, Inc. Executive Severance Plan, as well as the Company’s health and welfare benefit plans and the Post Holdings, Inc. Savings Investment Plan.
The foregoing descriptions of the offer letters for Mr. Vitale and Mr. Catoggio do not purport to be complete and are qualified in their entirety by the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.