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1.	the election of three nominees to the Company’s Board of Directors;

2.	the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019;

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

4.	advisory approval on the frequency of the advisory approval of the Company’s executive compensation;

5.	the approval of the Post Holdings, Inc. 2019 Long-Term Incentive Plan; and

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

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1.	the election of the three 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, 2019;

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

4.	advisory approval on the frequency of the advisory approval of the Company’s executive compensation;

5.	approval of the Post Holdings, Inc. 2019 Long-Term Incentive Plan; and

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

•	shares registered directly in your name with our transfer agent, 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 our savings investment plan.

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•	Voting by telephone: You can vote by calling 800-652-VOTE (8683) and following the instructions provided. Telephone voting is available 24 hours a day, 7 days a week, until 1:00 a.m., Central Time, on Thursday, January 24, 2019.

•	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 24, 2019.

•	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.

•	submit a valid, later-dated proxy;

•	vote again electronically after your original vote;

•	notify our corporate secretary in writing before the annual meeting that you have revoked your proxy; or

•	vote in person at the annual meeting.

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•	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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•

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 Experience.  Directors with experience as executives or directors of other publicly traded companies generally are well prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management, and help further our goals of greater transparency, accountability for management and the Board and protection of our shareholders’ interests.

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

•	Leadership Experience, Operational Experience.

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

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

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•	Leadership Experience, Industry Experience, Operational Experience, Public Company Experience.

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

•	Leadership Experience, Operational Experience, Public Company Experience.

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

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

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(1)	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.

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(1)	Mr. Friedman joined Post Holdings as an executive officer effective July 23, 2018.

(2)	Mr. Westphal was promoted to the role of President, Michael Foods on January 12, 2018 and designated by our Board of Directors as a Section 16 officer and an executive officer, as defined under the Exchange Act rules, effective January 31, 2018.

(3)	Mr. Dwyer and Mr. Neugent served as executive officers as defined under the Exchange Act rules until January 12, 2018 and July 23, 2018, respectively.

•	operating and financial performance; and

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

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•	We delivered on our financial commitments.

◦	In November 2017, the Company announced that management expected Adjusted EBITDA of between $1.14 - $1.18 billion.

◦	Ultimately, the Company delivered over $1.23 billion of Adjusted EBITDA, which was in line with the Company’s budget.

•	Our closing stock price reached an all-time high of $100.65.

•	Our stock price at the end of the fiscal year was $98.04, an increase of 11% from the start of the fiscal year and a compound annual growth rate of approximately 21.5% since our separation from Ralcorp in February 2012.

•

We announced the separate capitalization of 8th Avenue Food & Provisions, Inc. (“8th Avenue”), comprised of our historical private brands business, with affiliates of Thomas H. Lee Partners, Inc., a private equity firm, through which the Company received total proceeds of $875 million, fully monetizing the net investment the Company made in the historical private brands business. The separate capitalization was completed on October 1, 2018, with the Company retaining approximately 60% of the common equity of 8th Avenue.

•	We completed the acquisition of Bob Evans Farms on January 12, 2018, a highly strategic acquisition of a market leading business, with material cost savings synergies and significant opportunity for growth.

•	We raised $1.0 billion in debt markets to fund a portion of the purchase price for Bob Evans Farms as well as to refinance existing debt.

•	We opportunistically repurchased approximately 2.8 million shares at an average price of $76.19 (exclusive of broker commissions), representing an approximately 22% discount to trading levels of the Company’s stock as of September 30, 2018.

•

We completed several strategic transactions to improve our capital structure, including (i) repricing our $2.2 billion term loan, reducing the interest rate by 25 basis points with annual interest savings of approximately $5 million, and (ii) repurchasing and retiring approximately $268 million in principal value of outstanding debt through repurchases of senior notes, at an average discount of approximately 2%.

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•	Russell 1000 companies;

•	our compensation peer group companies; and

•	Russell 3000 Packaged Foods & Meats companies.

•	February 6, 2012, the date the Company first started trading on the NYSE after its separation from Ralcorp, through September 30, 2018, the date of our fiscal year end;(1) and

•	the most recent three-year period of October 1, 2015 through September 30, 2018.(2)

(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 Ralcorp, were used.

(2)	Calculated using a 250 trading day average.

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•	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.

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

•	stock price performance to focus our executive team on delivering superior long-term shareholder value; and

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

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(1)	Fiscal year 2018 targeted compensation adjustments for our NEOs were based on competitive market data from the November 2017 total compensation study summarized in the CD&A subsection entitled Role of Peer Companies and Competitive Market Data.

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•	considering input from our shareholders;

•	reviewing and assessing competitive market data;

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

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

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

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

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

•	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.

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

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

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

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

•	Competitors: companies that compete with Post for business and management talent.

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(1)	See detailed comments in the CD&A subsection entitled Fiscal Year 2018 NEO Target Compensation Structure Summary.

(2)	Increased to $987,000 effective July 23, 2018. See detailed comments in the CD&A subsection entitled Special Compensation Items Due to Management Changes in Fiscal Year 2018 and Employment Agreements - Letter of Understanding - Mr. Neugent on page 52.

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(1)	See detailed comments in the CD&A subsection entitled Fiscal Year 2018 NEO Target Compensation Structure Summary.

(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. Performance achievement below the threshold level will result in a lower bonus amount, to the extent discretion is exercised, or no bonus at all.

(3)	Although Mr. Friedman’s target annual bonus is 100% of his base salary, he was not eligible for an annual bonus in fiscal year 2018 as he joined the Company in the last quarter of the fiscal year.

(4)	See detailed comments in the CD&A subsections entitled Special Compensation Items Due to Management Changes in Fiscal Year 2018 and Fiscal Year 2018 NEO Target Compensation Structure Summary, as well as Employment Agreements - Letter of Understanding - Mr. Neugent on page 52.

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(1)

Corporate-Adjusted EBITDA is a non-GAAP measure which represents the consolidated net earnings of the Company excluding income taxes, net interest expense, loss on extinguishment of debt, 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 and foreign exchange hedges, mark-to-market adjustments and cash settlements on interest rate and cross-currency swaps, impairment of goodwill and other intangible assets, provisions for legal settlements, noncontrolling interests, equity method investments and foreign currency gains and losses on intercompany loans.

(2)

Michael Foods-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Refrigerated Food segment from the Company’s Annual Report on Form 10-K, excluding the impact of the acquisition of Bob Evans Farms, Inc. on the Refrigerated Food segment, depreciation and amortization, mark-to-market adjustments on commodity hedges, integration costs 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 depreciation and amortization, mark-to-market adjustments on commodity hedges, inventory valuation adjustments on acquired businesses and integration costs.

(1)	Mr. Friedman received no annual bonus in fiscal year 2018 given that he joined the Company in the last quarter of the fiscal year.

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•	Post Consumer Brands’ delivery of market share gains, growing consumption and dollar market share to over 20%(1) for the first time since the combination of Post Foods, LLC and MOM Brands Company in 2015;

•	significant cost increases beyond the control of the Post Consumer Brands management team, in particular freight and commodities;

•	successful innovation of new cereal products;

•	increased net sales year over year in a challenging category; and

•	continued delivery of cost savings opportunities from the combination of Post Foods, LLC and Mom Brands Company.

(1)

Michael Foods-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Refrigerated Food segment from the Company’s Annual Reports on Form 10-K, excluding the impact of the acquisitions of Bob Evans Farms, Inc., National Pasteurized Eggs, Inc. and Willamette Egg Farms on the Refrigerated Food segment, depreciation and amortization, mark-to-market adjustments on commodity hedges, integration costs and provisions for legal settlements.

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•	stock options;

•	PRSUs; and

•	RSUs.

•	Mr. Vitale: Approximately 1/3 of value is apportioned to each of stock options, PRSUs and RSUs.

•	Mr. Zadoks and Ms. Gray: Approximately 60% of value is apportioned to stock options, 20% to PRSUs and 20% to RSUs.

•	Business executives: Approximately 60% of value is apportioned to stock options and 40% to RSUs.

•	Initial grant: November 13, 2017; covering October 1, 2017 through September 30, 2020.

•	Maximum performance: Set at the 90th percentile to mandate exceptional shareholder returns before maximum opportunity is recognized. Our 90th percentile requirement is well-above the United States market norm of 75th percentile.

•	Peer group: Russell 3000 Packaged Foods & Meats companies; closed at the start of the performance period (e.g., no additions during the performance period); acquired companies are removed from the rankings; bankruptcies are dropped to the bottom ranking.

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

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

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•	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.

•	Non-Employee Directors - 5 times annual retainer

•	Chief Executive Officer - 6 times base salary

•	Section 16 Officers - 2 times base salary

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

•	unvested time-vested or performance-based cash or stock-settled restricted stock or restricted stock units (with any awards subject to unsatisfied performance-based vesting conditions taken into account at the “target” level of performance);

•	shares invested in the Post savings investment plan; and

•	share equivalents under our deferred compensation plans.

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

•	the Committee approves the Senior Management Bonus Program financial goals at the start of the fiscal year, and approves the performance achievement level and final payments earned at the end of the fiscal year;

•	the Senior Management Bonus Program caps potential payouts at 150% of the target opportunity to mitigate potential windfalls;

•	we utilize a mix of cash and equity incentive programs, and all equity awards are subject to multi-year vesting;

•	we utilize a portfolio of equity award types;

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

•	executives are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and

•	an incentive clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated.

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•	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 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

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•	up to twelve weeks of COBRA subsidy at active employee rates upon timely election of COBRA; and

•	outplacement services.

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(1)	Mr. Friedman joined the Company effective July 23, 2018.

(2)	Mr. Westphal was promoted to the role of President, Michael Foods effective January 12, 2018.

(3)	Mr. Dwyer transitioned from his role as President & CEO, Michael Foods Group to the role of President & CEO, 8th Avenue Food & Provisions, Inc., effective January 12, 2018, and Post determined that he was no longer an executive officer as of such date.

(4)	Mr. Neugent transitioned from his role as President & CEO, Post Consumer Brands to the role of Executive Vice President, Strategy effective July 23, 2018, and Post determined that he was no longer an executive officer as of such date.

(5)

The amounts relate to awards of RSUs and PRSUs granted in the fiscal year. The awards reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718, and do not correspond to the actual values that will be realized by the NEOs. See Note 19 to the Company’s fiscal year 2018 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 assumes target performance over the performance period and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For Messrs. Vitale and Zadoks and Ms. Gray, in fiscal year 2018 this amount includes a RSU award and a PRSU award; for all other NEOs, this amount reflects RSU awards. For Mr. Vitale, in fiscal year 2016 this amount includes two RSU awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as President and CEO. 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.

(6)

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 19 to the Company’s fiscal year 2018 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.

(7)

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, this amount also reflects a $235,168 bonus earned under the Post Holdings, Inc. Performance Reward Program Fiscal Years 2016 - 2018, discussed above in Compensation Discussion and Analysis.

(8)	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 Plan table below.

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

(a)

Amounts are based on the aggregate incremental cost to us of the NEO’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the aircraft, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of NEOs occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.

(b)

Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use. For Mr. Vitale, this figure also includes $76,709 in fiscal year 2018 to reimburse him for amounts necessary to offset the impact of income taxes related to the Company’s reimbursement of his business club initial membership fee.

(c)	Amount consists of reimbursement for Mr. Vitale’s business club initial membership fee.

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

(e)	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).

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(1)	Mr. Friedman joined the Company effective July 23, 2018.

(2)	Mr. Westphal was promoted to the role of President, Michael Foods effective January 12, 2018.

(3)	Mr. Dwyer transitioned from his role as President & CEO, Michael Foods Group to the role of President & CEO, 8th Avenue Food & Provisions, Inc., effective January 12, 2018, and Post determined that he was no longer an executive officer as of such date.

(4)	Mr. Neugent transitioned from his role as President & CEO, Post Consumer Brands to the role of Executive Vice President, Strategy effective July 23, 2018, and Post determined that he was no longer an executive officer as of such date.

(5)	In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the NEOs from RSUs that vested during the applicable year. No PRSUs vested during any of the applicable years.

(6)	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 year.

(7)

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, this amount also reflects a $235,168 bonus earned under the Post Holdings, Inc. Performance Reward Program Fiscal Years 2016 - 2018, discussed above in Compensation Discussion and Analysis.

(8)	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 Plan table below.

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

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(a)

Amounts are based on the aggregate incremental cost to us of the NEO’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the aircraft, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of NEOs occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.

(b)

Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use. For Mr. Vitale, this figure also includes $76,709 in fiscal year 2018 to reimburse him for amounts necessary to offset the impact of income taxes related to the Company’s reimbursement of his business club initial membership fee.

(c)	Amount consists of reimbursement for Mr. Vitale’s business club initial membership fee.

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

(e)	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).

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(1)

These columns consist of threshold, target and maximum annual incentive targets for fiscal year 2018 under the Senior Management Bonus Program. The “Threshold” column represents the amount payable to the NEO if the threshold performance level is achieved. If the threshold performance level is not achieved, the NEO may receive a lower cash award payout (to the extent discretion is exercised) or no cash award payout at all. The “Target” column represents the payout amount if the specified performance targets are achieved. The “Maximum” column represents the maximum payout possible. See the Summary Compensation Table for actual amounts paid under the Senior Management Bonus Program.

(2)

Mr. Westphal also was eligible for a bonus under the Post Holdings, Inc. Performance Reward Program for Fiscal Years 2016 - 2018 (the “PRP”). The “Threshold” column represents the amount payable to him if the threshold specified performance targets are achieved. If the threshold specified performance targets are not achieved, Mr. Westphal may receive a lower bonus (to the extent discretion is exercised) or no bonus at all. The “Target” column represents the payout amount if the specified performance targets are achieved. The “Maximum” column represents the maximum payout possible. See footnote (7) of the Summary Compensation Table for the actual amount paid under the PRP.

(3)

These columns consist of the threshold, target and maximum number of PRSUs granted in fiscal year 2018 that will vest based on the Company’s total shareholder return over a three-year performance period ending September 30, 2020. The actual earned award may range from 0% to 200% based on performance. The “Threshold” column represents the number of units that will vest at a 25% vesting percentage. The “Target” column represents the number of units that will vest if

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(4)	This column contains the number of RSUs granted in fiscal year 2018.

(5)	This column contains the number of non-qualified stock options granted in fiscal year 2018.

(6)

This column represents (a) the grant date fair value of options and RSUs, which was calculated in accordance with FASB ASC Topic 718 based on the closing market price per share of Post’s common stock on the date of grant ($80.15 per share for awards granted on November 13, 2017; $79.52 per share for awards granted on December 1, 2017; $79.02 per share for awards granted on December 4, 2017; and $88.02 per share for awards granted on July 23, 2018), and (b) the grant date fair value of PRSUs, which was calculated assuming 100% attainment of target with a fair value of $97.74 per share and in accordance with FASB ASC Topic 718.

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(1)	Non-qualified stock options; exercisable in equal installments on May 29, 2013, 2014 and 2015.

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

(3)	Non-qualified stock options; exercisable in equal installments on October 15, 2014, 2015 and 2016.

(4)	Non-qualified stock options; exercisable in equal installments on October 9, 2015, 2016 and 2017.

(5)	Non-qualified stock options; exercisable in equal installments on February 27, 2016, 2017 and 2018.

(6)	Non-qualified stock options; exercisable in equal installments on November 16, 2016, 2017 and 2018.

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

(8)	Non-qualified stock options; exercisable in equal installments on November 13, 2018, 2019 and 2020.

(9)	Non-qualified stock options; exercisable in equal installments on December 1, 2018, 2019 and 2020.

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

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

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

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

(14)	RSUs; restrictions lapse in equal installments on November 13, 2018, 2019 and 2020. The RSUs will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.

(15)	PRSUs; vest in one installment after September 30, 2020, but no later than December 31, 2020. The PRSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date. Amount shown reflects the maximum number of units under the award.

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(16)	RSUs; restrictions lapse in equal installments on June 17, 2020, 2021, 2022, 2023 and 2024. Each RSU will be paid out in cash equal to the greater of the grant date price of $51.43 or the fair market value of one share of the Company’s common stock on the applicable vesting dates and paid within 60 days from each of the applicable vesting dates.

(17)	RSUs; restrictions lapse in one installment on July 23, 2023. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date.

(18)	RSUs; restrictions lapse in equal installments on November 17, 2016, 2017 and 2018. The RSUs will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.

(19)	RSUs; restrictions lapse in equal installments on November 16, 2017, 2018 and 2019. The RSUs will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.

(20)	RSUs; restrictions lapse in equal installments on December 1, 2018, 2019 and 2020. The RSUs will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.

(21)	RSUs; restrictions lapse in one installment on December 4, 2022. The RSUs will be paid in shares of the Company’s common stock within 60 days of the vesting date.

(22)	Based on our closing stock price of $98.04 on September 28, 2018.

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

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

(1)	These shares of common stock are issuable under the Post Holdings, Inc. 2016 Long-Term Incentive Plan (including 64,614 shares related to payout at the maximum versus target payout level under outstanding PRSUs).

(2)

The number includes 4,311,040 shares of common stock issuable upon the exercise of outstanding non-qualified stock options, 941,868 outstanding RSUs which will be settled in shares of our common stock, 64,614 outstanding PRSUs which will be settled in shares of our common stock (which amount reflects vesting at the 200% maximum vesting level (32,307 relate to vesting at the 100% target vesting level)), 135,000 outstanding stock appreciation rights (“SARs”) held by our non-management directors and 1,031 outstanding SARs which were converted from Ralcorp awards to Post awards. Excludes SARs and RSUs which, by their terms, will be settled in cash. The weighted-average remaining contractual term in years of our SARs (excluding SARs which, by their terms, will be settled in cash) is 4.73 years. The weighted-average remaining contractual term in years of our outstanding non-qualified stock options is 5.63 years. See Note 19 to the Company’s fiscal year 2018 financial statements in the Company’s Annual Report on Form 10-K for additional information.

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(1)	These amounts reflect deferrals into the Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees as of September 30, 2018.

(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 Executive Savings Investment Plan and the Deferred Compensation Plan for Key Employees.

(4)

The following aggregate amounts of executive and registrant contributions were included in the Summary Compensation Table for fiscal year 2017: Mr. Vitale, $210,613; Mr. Zadoks, $81,187; Ms. Gray, $73,258; Mr. Dwyer; $27,498 and Mr. Neugent, $79,633. The following aggregate amounts of executive and registrant contributions were included in the Summary Compensation Table for fiscal year 2016: Mr. Vitale, $148,451; Mr. Zadoks, $56,444; Ms. Gray, $49,256; Mr. Dwyer, $0 and Mr. Neugent, $0.

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•	a lump sum payment of two times the executive’s annual base salary (excluding bonus and incentive compensation) at the time of the qualifying termination, plus an amount equal to two times his or her then current target annual bonus amount, plus $20,000;

•	a prorated portion of the applicable annual bonus program target award based on the number of full weeks worked during the fiscal year as of the effective date of termination, provided that the performance goals are achieved;

•	Company contributions toward the cost of COBRA healthcare continuation coverage for up to twelve weeks;

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•	outplacement services for a period to be determined by us, but not exceeding two years; and

•	vesting of certain equity awards with a time-based vesting schedule on other than a ratable basis made under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and the Post Holdings, Inc. 2016 Long-Term Incentive Plan, as described below in the subsection Equity Grant Agreements and Nonqualified Deferred Compensation.

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•	Equity awards issued to officers under both the 2012 Plan and the 2016 Plan vest in whole or in part upon a termination because of death or disability.

•	The agreement governing the RSUs awarded to Mr. Vitale on February 2, 2016 provides by its terms that the vesting of the award will fully accelerate in the event of Mr. Vitale’s retirement, which is defined as a voluntary termination of employment after a combination of Mr. Vitale’s age and years of service reaches 65.

•	Award agreements issued under the 2016 Plan to Messrs. Friedman, Westphal, Dwyer and Neugent provide that if the officer’s employment with a Company affiliate terminates as a result of the sale of his employing business or Company subsidiary, and the acquirer does not agree to assume the award on substantially the same terms, then the award fully vests.

•

RSUs granted to Mr. Friedman on July 23, 2018 vest in full on the fifth anniversary of the date of grant, but if Mr. Friedman’s employment is involuntarily terminated without cause before that vesting date, a portion of the RSUs vests upon that termination of employment. The portion is determined as if the original vesting schedule had provided for vesting in equal installments on each of the first, second and third anniversaries of the date of grant.

•

Additionally, under the Plan, in the event that an executive covered under the Plan has an equity award with a time-based vesting schedule on other than a ratable basis, or that is ratable in whole or in part but where the vesting schedule does not provide for any vesting of the equity award on or before the first anniversary of the date of grant of the equity award, and that executive’s employment is involuntarily terminated before the equity award is fully vested and the executive is otherwise eligible for benefits under the Plan, then the equity award will be vested as if there were a three-year ratable vesting schedule where vesting occurs on the first, second and third anniversaries of the date of grant of the equity award, but only to the extent that the equity award had not already vested at a greater percentage, or under the terms of the applicable equity plan would not vest at a greater percentage upon the executive’s involuntary termination.

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•	a pro-rated portion of his target bonus award for the fiscal year in which his termination occurs;

•	an amount equal to two times the sum of his annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only), a pro-rated portion of which must be repaid if Mr. Dwyer is reemployed in the two-year period following his termination;

•	an enhanced death benefit consisting of the excess, if any, of (a) two times his annual base salary and target bonus for the fiscal year in which his death occurs, over (b) what he would receive under the Company-paid life insurance plan, available only if his death occurs while he is in his current position; and

•	COBRA coverage for family members for a period of 18 months.

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

(2)	Net present value calculated using a discount rate of 5.16%.

(3)	All unvested RSU, PRSU and option awards were valued at the closing price of our common stock on September 28, 2018 of $98.04.

(4)	All amounts to be paid in lump sum unless otherwise specified.

(5)	In the event of a change in control without an involuntary termination, Mr. Vitale also would receive this amount. Of this amount, $246,920 plus aggregate earnings on such amount would be paid out in five annual installments.

(6)	All salaried employees are generally entitled to two times his or her annual base salary under the Company’s life insurance policies, capped at $700,000.

(7)	In the event of a change in control without an involuntary termination, Mr. Zadoks also would receive this amount. Of this amount, $22,525 plus aggregate earnings on such amount would be paid out in five annual installments.

(8)

Mr. Friedman has a target bonus of 100% of his base salary. As Mr. Friedman joined the Company on July 23, 2018, he was not eligible for a bonus in fiscal year 2018, and so when calculating amounts to which he would be entitled in the event of an involuntary termination or a change in control followed by an involuntary termination, he would not be eligible to receive a multiple of his bonus; however, in the event of an involuntary termination, he would be entitled to a prorated portion of his target bonus for fiscal year 2018 based on the number of full weeks he worked in fiscal year 2018.

(9)	In the event of a change in control without an involuntary termination, Ms. Gray also would receive this amount. Of this amount, $24,750 plus aggregate earnings on such amount would be paid out in ten annual installments.

(10)	In the event of a change in control without an involuntary termination, Mr. Westphal would receive $22,898 plus aggregate earnings on such amount.

(11)	Amount shown is amount Mr. Dwyer would be entitled to in the event of his death. In the event of his termination because of disability, Mr. Dwyer would be entitled to $3,375,000 with respect to his salary and bonus.

(12)	In the event of a change in control without an involuntary termination, Mr. Dwyer would receive $39,823 plus aggregate earnings on such amount.

(13)	Amount shown is the amount Mr. Dwyer would receive in the event of his death. In the event of his termination because of disability, Mr. Dwyer would receive $20,181 with respect to health benefits.

(14)	In the event of a change in control without an involuntary termination, Mr. Neugent would receive $62,869 plus aggregate earnings on such amount.

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•	accrued, but unpaid, base salary through the date of termination;

•	a pro-rated portion of Mr. Dwyer’s target bonus award for the fiscal year in which his termination occurs;

•	an amount equal to two times the sum of Mr. Dwyer’s annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only);

•	an enhanced death benefit (described in further detail in Potential Payments Upon Termination of Employment or Change in Control - Severance Benefits for Mr. Dwyer Upon Termination Due to Death or Disability above); and

•	COBRA coverage for family members for a period of 18 months.

•	Mr. Neugent will receive a base salary of $987,000 per year;

•	he will be eligible to participate in the same Company benefit plans (with some exceptions) available to salaried, exempt employees;

•	he will no longer be eligible to participate in any annual bonus programs or long-term cash bonus programs of the Company; however, he will be eligible to receive a bonus for fiscal year 2018 subject to the terms of the Company’s annual bonus program, including applicable performance criteria;

•	he will no longer be eligible for additional grants of equity or equity-based compensation; however, his outstanding unvested equity awards will continue to vest according to the terms of the agreements governing such awards and the associated equity plans governing such awards; and

•	he will no longer be eligible for the Company’s Executive Severance Plan.

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•

The median employee was identified using employee information as of July 1, 2018, excluding our Chief Executive Officer. Individuals working for our joint venture in South Africa were excluded as the financial results of that joint venture are not consolidated in the Company’s financial statements. We excluded employees based in China (9) and Kenya (140) as permitted by SEC rules and regulations, as they represented less than 5% of our employee population. As a result, from our aggregate employee population of approximately 11,500 who are employed by the Company or subsidiaries consolidated in the Company’s financial statements as of July 1, 2018, an employee population of approximately 11,350 was considered in determining our median employee.

•

We used base pay as the consistently applied compensation measure to identify our median employee. From our employee population, we used statistical sampling to collect additional compensation data for a group of employees who were paid within a relatively narrow range around our estimated median consistently applied compensation measure. From this group we selected an employee who was reasonably representative of our work force to be our median employee.

•	The annual total compensation of the median employee and our Chief Executive Officer includes the value of employer-provided health and welfare benefits in the amount of $17,028 and $14,680, respectively, that are not included in the Chief Executive Officer’s total compensation in the Summary Compensation Table above.

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(1)	This amount represents the grant date fair value of 1,900 RSUs granted on January 31, 2018. All awards fully vest on the third anniversary of the date of grant, and the stock issued pursuant to such awards must be held until the director has met the ownership requirements under our Stock Ownership Guidelines. In addition, all awards fully vest at the director’s retirement, disability or death.

(2)	The number of shares of unvested RSUs held by each director, other than Mr. Stiritz and Ms. Harshman, as of September 30, 2018 was 6,100 shares. Mr. Stiritz held no unvested RSUs and Ms. Harshman held 1,900 unvested RSUs.

(3)	At September 30, 2018, Messrs. Brown, Callison, Curl, Grote and Skarie all held 25,000 vested SARs and Mr. Kemper held 10,000 vested SARs. All of these SARs fully vested on the third anniversary of the date of grant, but the shares issued pursuant thereto must be held until the director’s retirement or other termination of directorship. Ms. Harshman held no SARs at September 30, 2018.

(4)	At September 30, 2018, Mr. Stiritz held 2,650,000 vested stock options to purchase shares of our common stock.

(5)	For all non-management directors except Mr. Stiritz, this amount represents the 33 1/3% match on deferrals into common stock equivalents under the Deferred Compensation Plan for Non-Management Directors.

(6)

For Mr. Stiritz, this amount represents: (a) personal use of the Company’s aircraft for the fiscal year ended September 30, 2018, the cost (on a variable basis and including gross-up on income taxes) for such use was $141,199; and (b) payment of the filing fee and related legal costs incurred in connection with a filing by Mr. Stiritz under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) in the amount of $144,532. The filing was required because the dollar value of shares held by Mr. Stiritz had the potential to exceed thresholds established under the HSR Act. The Corporate Governance and Compensation Committee considered it appropriate to pay these expenses because they arose due to stock price appreciation.

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•	Total compensation should be competitive with the peer group approved by our Corporate Governance and Compensation Committee.

•	Compensation should be tied to our overall financial performance.

•	Compensation should align the long-term interests of our executives with those of our shareholders.

•	Compensation should serve as an incentive for our executives to remain employed with us, assisting in our long-term growth objectives.

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•	interpret the 2019 LTIP and apply its provisions;

•	promulgate, amend and rescind rules relating to the administration of the 2019 LTIP;

•	authorize any person to execute on behalf of the Company any instrument required to carry out the purposes of the 2019 LTIP;

•	determine when awards are to be granted under the 2019 LTIP and the applicable grant date;

•	select participants, subject to the limitations set forth in the 2019 LTIP;

•	determine the number of shares or the amount of cash to be made subject to each award, subject to the limitations set forth in the 2019 LTIP;

•	determine whether each option is to be an incentive stock option or a non-qualified stock option;

•	prescribe the terms and conditions of the awards;

•	determine the target number of performance shares to be granted pursuant to an award of performance shares, the performance measures, the performance periods and the number of performance shares earned;

•	designate an award as a performance compensation award and select the performance criteria;

•	amend any outstanding awards;

•	determine whether and under what circumstances awards may be settled in cash, shares or other awards or other property, or canceled, forfeited or suspended;

•	determine the duration and purpose of leaves and absences which may be granted without constituting termination of service for purposes of the 2019 LTIP;

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•	make decisions with respect to outstanding awards that may become necessary upon a change in control or an event that triggers anti-dilution adjustments;

•	interpret, administer or reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2019 LTIP and any instrument or agreement relating to, or award granted under, the 2019 LTIP; and

•	exercise discretion and make all other determinations necessary or advisable for the administration of the 2019 LTIP.

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•	determine which is smaller: the amount realized on disposition of the shares or the fair market value of the shares on the date of exercise; and

•	next, subtract the basis in those shares from the smaller amount. This is the amount of ordinary income that the recipient must recognize.

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(1)	As reported on Schedule 13F filed with the SEC on November 14, 2018 with a report date of September 30, 2018.

(2)	As reported on Schedule 13F filed with the SEC on November 14, 2018 with a report date of September 30, 2018.

(3)	As reported on Schedule 13F filed with the SEC on November 14, 2018 with a report date of September 30, 2018.

(4)	As reported on Schedule 13F filed with the SEC on November 9, 2018 with a report date of September 30, 2018.

(5)	As reported on Schedule 13F filed with the SEC on November 7, 2018 with a report date of September 30, 2018.

(6)	As reported on Schedule 13F filed with the SEC on November 14, 2018 with a report date of September 30, 2018.

(7)

The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November 12, 2018 (66,573,470 shares), plus the number of RSUs that vest within 60 days of that date (45,631 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date (3,647,759), by all directors, director nominees and executive officers.

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(1)

The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November 12, 2018 (66,573,470 shares), plus the number of RSUs that vest within 60 days of that date (45,631 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date (3,647,759 shares), by all directors, director nominees and executive officers.

(2)

Includes indirect interests in shares of our common stock held under our Deferred Compensation Plan for Non-Management Directors. Although indirect interests in shares of our common stock under deferred compensation plans may not be voted or transferred, they have been included in the table above as they represent an economic interest in our common stock that is subject to the same market risk as ownership of actual shares of our common stock.

(3)	Includes 169,369 shares of common stock held in a trust for the benefit of Mr. Stiritz. Mr. Stiritz also has shared voting and investment power with respect to 250,073 shares of common stock held by his wife.

(4)	Includes 29,246 shares held in trusts for the benefit of Mr. Vitale.

(5)	Includes 470,000 exercisable stock options held in a trust for the benefit of Mr. Vitale, 20,000 exercisable stock options held in a trust for the benefit of Mr. Vitale’s wife and 40,000 exercisable stock options held in trusts for the benefit of Mr. Vitale’s children.

(6)	Prior to 2016, our non-employee directors (other than our Chairman of the Board) were granted SARs on an annual basis; however, these SARs become exercisable the later of three years from the date of grant or upon that non-employee director’s resignation, retirement, disability or death.

(7)	Includes 100 shares of common stock held by Mr. Callison’s wife. Mr. Callison also has shared voting and investment power with respect to 300 shares held in a family trust and 600 shares held in his daughter’s and grandchildren’s trusts.

(8)	Mr. Grote has shared voting and investment power with respect to 1,000 shares held in his children’s trust.

(9)	Mr. Skarie has shared voting and investment power with his wife with respect to 432 shares held in his children’s trust.

(10)	Mr. Zadoks has shared voting and investment power with his wife with respect to 8,350 shares held in a revocable trust.

(11)	Ms. Gray has shared voting and investment power with her husband with respect to 8,832 shares held in a revocable trust.

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

(13)	Does not include Mr. Dwyer or Mr. Neugent, as they were no longer executive officers of the Company on November 12, 2018.

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•	whether the terms of the transaction are no less favorable to us than terms generally available to an unaffiliated third party under similar circumstances;

•	the materiality of the director’s or officer’s interest in the transaction, including any actual or perceived conflicts of interest; and

•	the importance of the transaction and the benefit (or lack thereof) of such transaction to us.

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3.	Administration.

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